Société anonymewith capital of €48,981,748.50

Registered office: 1 rue du Colonel Pierre Avia - 75015 Paris - France

Registered number: R.C.S. Paris 552 025 314 A.P.E. code 4211Z

Financial year from January 1 through December 31, 2019

Consolidated financial statements of the Colas Group

Year ended December 31, 2019

Consolidated balance sheet

Consolidated income statement

Consolidated statement of recognized income and expense

Consolidated statement of changes in shareholders' equity

Consolidated cash flow statement

Notes to the consolidated financial statements

- 1 -

Consolidated balance sheet

(€ million)

Note

2019

2018

Restated (a)

Property, plant and equipment

3.2.1

2,578

2,569

Right of use of leased assets

3.2.2

408

370

Intangible assets

3.2.3

211

213

Goodwill

3.2.4

694

674

Investments in joint ventures and associates

3.2.5

422

394

Other non-current financial assets

3.2.6

169

192

Deferred tax assets

7

145

150

Non-current assets

4,627

4,562

Inventories

4.1

675

672

Advances and down-payments made on orders

4.1

71

73

Trade receivables

4.1

2,596

2,436

Customer contract assets

4.1/4.2

688

658

Current tax assets

4.1

49

42

Other current receivables and prepaid expenses

4.1

743

714

Cash and cash equivalents

4.3

488

563

Financial instruments - Hedging of debt

18

11

11

Other current financial assets

18

1

3

Current assets

5,322

5,172

Held-for-sale assets and operations

1.2.2

339

Total assets

9,949

10,073

Share capital

49

49

Share premium and reserves

2,502

2,484

Translation reserve

73

11

Treasury shares

(3)

(3)

Net profit/(loss) attributable to the Group

261

227

Shareholders' equity attributable to the Group

2,882

2,768

Non-controlling interests

27

29

Shareholders' equity

5

2,909

2,797

Non-current debt

8

431

503

Non-current lease obligations

8/10

335

317

Non-current provisions

6.1

857

792

Deferred tax liabilities

7

117

122

Non-current liabilities

1,740

1,734

Current debt

8

36

46

Current lease obligations

8/10

93

74

Current tax liabilities

11.1

95

64

Trade payables

11

2,114

2,115

Customer contract liabilities

11.2

863

846

Current provisions

6.2/11.1

323

271

Other current liabilities

11

1,375

1,292

Overdrafts and short-term bank borrowings

8

387

488

Financial instruments - Hedging of debt

18

12

12

Other current financial liabilities

18

2

1

Current liabilities

5,300

5,209

Liabilities related to held-for-sale operations

1.2.2

333

Total liabilities and shareholders' equity

9,949

10,073

Net surplus cash/(net debt)

9

(367)

(475)

  1. The balance sheet as of December 31, 2018 has been restated for the effects of applying IFRS 16 and IFRIC 23.
    • 2 -

Consolidated income statement

(€ million)

Note

2019

2018

Restated (a)

Revenue (1)

12

13,688

13,190

Purchases used in production

(6,376)

(6,260)

Personnel costs

(3,580)

(3,525)

External charges

(2,930)

(2,772)

Taxes other than income tax

(161)

(167)

Net depreciation and amortization expense on property, plant and

(462)

(461)

equipment and intangible assets

Net amortization expense on right of use of leased assets

(90)

(68)

Charges to provisions and impairment losses, net of reversals due

(151)

(100)

to utilization

Change in production inventories

1

17

Other income from operations (2)

13

647

745

Other expenses on operations

13

(153)

(226)

Current operating profit/(loss)

433

373

Other operating income

13

Other operating expenses

13

(28)

(31)

Operating profit/(loss)

405

342

Financial income

18

14

Financial expenses

(51)

(45)

Cost of net debt

14.1

(33)

(31)

Interest expense on lease obligations

(15)

(13)

Other financial income

14.2

22

8

Other financial expenses

14.2

(20)

(10)

Income tax

15

(141)

(96)

Share of net profits/(losses) of joint ventures and associates

3.2.5

43

28

Net profit/(loss)

261

228

Net profit/(loss) attributable to the Group

261

227

Net profit/(loss) attributable to non-controlling interests

1

Basic earnings per share (€)

16

7.99

6.93

Diluted earnings per share (€)

16

7.99

6.93

(1) of which generated outside France (including exports)

7,092

6,730

(2) of which reversals of unutilized provisions and impairment

4.4

99

145

Consolidated statement of recognized income and expense

Net profit/(loss)

261

228

Items not reclassifiable to profit or loss

Actuarial gains/losses on post-employment benefits

20.3.2

(36)

55

Net tax effect of items not reclassifiable to profit or loss

8

(10)

Items reclassifiable to profit or loss

Change in cumulative translation adjustment

54

(10)

Net change in fair value of financial instruments used for hedging

2

purposes

Net tax effect of items reclassifiable to profit or loss

(2)

Share of reclassifiable income and expense of joint ventures and

8

6

associates

Income and expense recognized directly in equity

34

41

Total recognized income and expense

295

269

Attributable to the Group

295

268

Attributable to non-controlling interests

1

  1. The income statement for the year ended December 31, 2018 has been restated for the effects of applying IFRS 16.
    • 3 -

Consolidated statement of changes in shareholders' equity

(€ million)

Share

Reserves

Consolidated

Treasury

Items

Total

Non-

Total

capital

related to

reserves and

shares

recognized

attributable

controlling

Share

capital/

profit/(loss)

directly in

to the

interests

premium

retained

for period

equity

Group

earnings

Position at 12/31/2017 - restated (1)

455

738

1,663

(82)

2,774

30

2,804

Movements during 2018

Net profit/(loss)

227

227

1

228

Translation adjustments

(4)

(4)

(4)

Other recognized income and expense

45

45

45

Total recognized income and

227

41

268

1

269

expense

Capital and reserves transactions, net

Acquisitions/disposals of treasury

(3)

(3)

(3)

shares

Dividend paid

(105)

(163)

(268)

(2)

(270)

Other transactions with shareholders

Other transactions (changes in scope

(3)

(3)

(3)

of consolidation and other items)

Position at 12/31/2018 - restated (2)

455

633

1,724

(3)

(41)

2,768

29

2,797

Movements during 2019

Net profit/(loss)

261

261

261

Translation adjustments (3)

62

62

62

Other recognized income and expense

(28)

(28)

(28)

Total recognized income and

261

34

295

295

expense

Capital and reserves transactions, net

205

(205)

Acquisitions/disposals of treasury

shares

Dividend paid

(181)

(181)

(2)

(183)

Other transactions with shareholders

Other transactions (changes in scope

of consolidation and other items)

Position at 12/31/2019

455

838

1,599

(3)

(7)

2,882

27

2,909

  1. Shareholders' equity as of December 31, 2017 has been restated for the effects of applying IFRS 9 and IFRS 16.
  2. Shareholders' equity as of December 31, 2018 has been restated for the effects of applying IFRS 16.
  3. Change in translation reserve:

Attributable

Non-controlling

Total

to the Group

interests

Controlled entities

54

54

Joint ventures and associates

8

8

Total

62

62

- 4 -

Consolidated cash flow statement

Note

2019

2018

restated (1)

(€ million)

Consolidated net profit/(loss)

261

228

Adjustments:

Share of net profits/losses of joint ventures and associates

(43)

(28)

Dividends received from joint ventures and associates

30

36

Dividends from non-consolidated companies

(3)

(1)

Net charges to/(reversals of) depreciation, amortization and impairment of property, plant and

474

483

equipment and intangible assets and non-current provisions

Net charges to amortization and impairment expense and other adjustments to right of use of leased

89

68

assets

Gains and losses on asset disposals

(53)

(52)

Income taxes, including liabilities relating to uncertain tax positions

141

96

Income taxes paid

(110)

(132)

Miscellaneous non-cash charges

(6)

Cash flow after income from cost of net debt, interest expense on lease

780

698

obligations and income taxes paid

Reclassification of cost of net debt and interest expense on lease obligations

48

44

Changes in working capital related to operating activities (including current

22.1

(30)

(295)

impairment and provisions)

Net cash generated by/(used in) operating activities (a)

798

447

Purchase price of property, plant and equipment and intangible assets

3.1

(408)

(462)

Proceeds from disposals of property, plant and equipment and intangible

3.1

87

174

assets

Net liabilities related to property, plant and equipment and intangible assets

22.2

(16)

(12)

Sub-total

(337)

(300)

Acquisitions and disposals of equity investments and consolidated activities:

Purchase price of consolidated activities and investments in non-consolidated companies

3.1

(58)

(807)

Proceeds from disposals of consolidated activities and of investments in non-consolidated

3.1

26

6

companies

Net amount receivable/(payable) on acquisitions and disposals of consolidated activities and

(2)

3

investments in non-consolidated companies

Cash of acquired or divested companies

22.2

(7)

78

Sub-total

22.2

(41)

(720)

Other cash flows from investing activities:

Dividends received from non-consolidated companies

3

1

Net change in other non-current financial assets

30

41

Sub-total

33

42

Net cash generated by/(used in) investing activities (b)

(345)

(978)

Capital increases/(reductions) paid by shareholders and non-controlling

(3)

interests and other transactions between shareholders

Dividends paid to shareholders of the parent company

(181)

(268)

Dividends paid by consolidated companies to non-controlling interests

(2)

(2)

Change in current and non-current debt

(117)

391

Repayment of lease obligations

(88)

(69)

Cost of net debt and interest expense on lease obligations

(48)

(44)

Other cash flows related to financing activities

Net cash generated by/(used in) financing activities (c)

(436)

5

Effect of foreign exchange fluctuations (d)

9

Change in net cash position (a+b+c+d)

26

(526)

Net cash position at start of period

75

600

Net cash position at end of period including held-for-sale operations

101

74

Net cash related to held-for-sale operations

1

Net cash position at end of period

101

75

(1) Restated for the effects of first-time application of IFRS 16 and IFRIC 23

- 5 -

Notes to the consolidated financial statements

Contents

  1. Significant events
  2. Group accounting policies
  3. Non-currentassets
  4. Current assets
  5. Consolidated shareholders' equity
  6. Non-currentand current provisions
  7. Deferred tax assets and liabilities
  8. Non-currentand current debt (excluding lease obligations)
  9. Main components of change in net debt
  10. Non-currentand current lease obligations
  11. Current liabilities
  12. Revenue and order backlog
  13. Operating profit
  14. Cost of net debt and other financial income and expenses
  15. Income taxes
  16. Basic and diluted earnings per share
  17. Segment information and other financial indicators
  18. Financial instruments
  19. Off balance sheet commitments
  20. Employee benefit obligations
  21. Disclosures on related parties and remuneration of directors and senior executives
  22. Additional cash flow statement information
  23. Auditors' fees
  24. Impacts offirst-time application of IFRS 16, "Leases" and IFRIC 23, "Uncertainty Over Income Tax Treatments"
  25. List of principal consolidated companies
  26. Principal exchange rates

- 6 -

NOTE 1. SIGNIFICANT EVENTS

1.1 - Scope of consolidation as of December 31, 2019

As of December 31, 2019, 542 entities were consolidated by Colas SA, compared with 569 as of December 31, 2018. The net reduction of 27 entities was mainly due to the deconsolidation of the Smac group, which was sold in 2019 (see Note 1.2.) and the reorganization of the Colas Canada Group.

Number of consolidated entities

2019

2018

Entities controlled by the Group

327

370

Joint operations

81

75

Joint ventures and associates

134

124

Total

542

569

1.2 - Significant events

1.2.1 - Significant events of 2019

Sale of Smac

On February 14, 2019, Colas announced that it had signed an agreement to sell Smac to a subsidiary of OpenGate Capital.

Effective completion of the transaction occurred on May 20, 2019 after all the conditions precedent had been fulfilled, in particular approval from the competition authorities. This divestment reduced revenue by approximately €600 million on an annual basis, and did not have a material impact on the operating profit of Colas in 2019.

Acquisition of Skanska's operations in Poland

On April 1, 2019 Colas Polska, the Polish subsidiary of Colas, completed the acquisition of part of Skanska's asphalt mix operations in Poland.

Acquisition of Asfalcura in Chile

On July 2, 2019, Colas completed the acquisition of the Chilean roadbuilding company Constructora Asfalcura, which specializes mainly in the production and application of asphalt mix.

1.2.2 - Reminder of the significant events of 2018

Acquisition of the Miller McAsphalt group

In line with the memorandum of understanding signed August 30, 2017, Colas completed the acquisition of the entire share capital of the Miller McAsphalt group on February 28, 2018. The Miller McAsphalt group is a major player in road construction and bitumen distribution in Canada, with a particularly strong foothold in Ontario. Over the previous three years, it generated average annual revenue of approximately CAD 1.3 billion; it employs 3,300 people. The purchase price paid on the completion date was CAD 953 million, equivalent to €611 million. Out of the total purchase price, €410 million was financed by debt. As of the date control was obtained, net debt increased by €555 million, and provisional goodwill after the purchase price allocation amounted to CAD140 million, equivalent to €92 million. On completion of the twelve-month purchase price allocation period, that provisional goodwill became final; as of December 31, 2019, it amounted to €90 million before translation adjustments.

The profit contribution of the acquired business was recognized over ten months of operations in 2018.

Acquisition of the railways activities of the Alpiq group

- 7 -

On March 26, 2018 Bouygues Construction and Colas announced the acquisition of the entire share capital of Alpiq Engineering Services, which specializes in hard and soft services in construction and in energy, industrial and transport infrastructures. Alpiq employs nearly 7,650 people and generated revenue of approximately CHF 1.7 billion in 2017, mainly in Switzerland (57%), Germany (24%) and Italy (12%). Following clearance from the European and Swiss competition authorities on July 11, 2018, the acquisition was completed on July 31, 2018 based on an enterprise value of CHF 150 million for Colas Rail. As of the date control was obtained, provisional goodwill after the purchase price allocation (which did not result in any remeasurement of the acquired assets or assumed liabilities) amounted to €74 million. On completion of the twelve-month purchase price allocation period, that provisional goodwill became final; it amounted to €70 million as of December 31, 2019.

The profit contribution of the acquired business was recognized over five months of operations in 2018.

Sale of Smac

On November 19, 2018, a potential purchaser signed an undertaking to buy Smac (the Colas Group's waterproofing activity, representing revenue of approximately €600 million), expiring seven months later. As of December 31, 2018 (in accordance with IFRS 5, "Non-current Assets Held for Sale and Discontinued Operations"), the assets and liabilities of Smac were presented in the balance sheet within "Held-for-sale assets and operations" and "Liabilities related to held-for-sale operations", at carrying amounts of €339 million and €333 million respectively.

1.2.3 - Significant events and changes in scope of consolidation subsequent to December 31, 2019

The Group is not aware of any significant events subsequent to the end of the reporting period.

1.3 - Comparability of the financial statements

Changes in the scope of consolidation during 2019 do not have a material impact on the consolidated financial statements presented for the year ended December 31, 2019, and do not impair comparability with the consolidated financial statements for the year ended December 31, 2018.

- 8 -

NOTE 2. GROUP ACCOUNTING POLICIES

2.1 - Activities

Colas is a world leader in the construction and maintenance of transport infrastructure.

Roads represent 90% of total operations, including

  • the construction and maintenance of roads, motorways, airport runways, port facilities, industrial and logistics platforms, urban development,reserved-lane public transport systems (tramways), recreational facilities, bike paths, etc. In some regions, Colas is involved in civil engineering (small and large-scale infrastructure projects) and in building (new build, renovation and demolition/deconstruction) alongside the core road business.
  • upstream from the construction sector, a substantial industrial activity in the production and recycling of construction materials (aggregates, emulsions and binders, asphalt mixes,ready-mix concrete, bitumen), built on a dense international network of quarries, emulsion plants, asphalt plants and concrete plants;
  • infrastructure concession and management activities including motorways, airports, urban road networks and urban public transport systems.

Colas also operates in a number of other activities, generally complementary with the roads business, representing 10% of total operations:

  • road safety and Signaling, traffic management, and the manufacture, installation and maintenance of safety equipment;
  • water & energy transport;
  • railways (design and engineering, construction, renewal and maintenance of infrastructure).

2.2 - Basis of preparation of the financial statements

The consolidated financial statements of the Colas Group include the financial statements of Colas SA and its subsidiaries.

They were closed off by the Board of Directors on February 18, 2020, and will be submitted for approval by the forthcoming Annual General Meeting of the shareholders on April 22, 2020.

The consolidated financial statements for the year ended December 31, 2019 were prepared using millions of euros (unless other mentioned) and in accordance with IFRS using the historical cost convention, except for certain financial assets and liabilities measured at fair value where this is a requirement under IFRS. They include comparatives as of and for the year ended December 31, 2018, restated to take account of the first-time application of IFRS 16 and IFRIC 23 in the balance sheet as of January 1, 2019 (see Note 24 to the consolidated financial statements).

The Colas Group applied the same standards, interpretations and accounting policies for the year ended December 31, 2019 as were applied in its consolidated financial statements for the year ended December 31, 2018, except for changes required to meet new IFRS requirements applicable from January 1, 2019 (see below).

Principal new standards and interpretations effective within the European Union and mandatorily applicable from January 1,

2019:

  • IFRS 16: Leases

On January 13, 2016, the IASB issued IFRS 16, "Leases", replacing IAS 17 and the associated IFRIC and SIC interpretations. The new standard was endorsed by the European Union on October 31, 2017 and is applicable from January 1, 2019. Colas did not early adopt IFRS 16, and for first-time application elected the retrospective approach with presentation of a comparative period.

The impacts of applying IFRS 16 on the financial statements for the year ended December 31, 2018 are presented in Note 24 to the consolidated financial statements.

  • IFRIC 23: Uncertainty Over Income Tax Treatments

On June 7, 2017, the IFRS Interpretations Committee issued IFRIC 23. IFRIC 23 clarifies the accounting treatments used to recognize the fiscal consequences of uncertainties relating to income taxes. IFRIC 23 was endorsed by the European Union on October 23, 2018 and is applicable from January 1, 2019; the Group did not elect early adoption.

- 9 -

The impacts of applying IFRIC 23 on the consolidated financial statements for the year ended December 31, 2018 are not material, and are presented in Note 24 to the consolidated financial statements.

Exercise of judgement and use of estimates:

In preparing consolidated financial statements to comply with IFRS standards and interpretations, the Group uses estimates and assumptions which may have affected the amounts reported for assets, liabilities and contingent liabilities at the end of the reporting period, and the amounts of income and expenses reported for the period.

These estimates and assumptions have been applied consistently on the basis of past experience and of various other factors regarded as reasonable forming the basis of assessments of the valuations of assets and liabilities for accounting purposes. Actual results may differ materially from these estimates if different assumptions or conditions apply.

The main items involved are the impairment testing of goodwill and equity investments; the measurement of identifiable assets and liabilities in a purchase price allocation; employee benefits (lump-sum retirement benefits, pensions, etc.); the fair value of unlisted financial instruments; the recoverability of deferred tax assets, especially where there is a history of tax losses over a number of years; provisions (for litigation and claims, etc.); leases (lease terms and incremental borrowing rates, as described respectively in Notes 2.7.2. and Note 2.11.2 to the consolidated financial statements); and end-of- contract margins on construction contracts (see Note 2.13.1 to the consolidated financial statements).

Where no standard or interpretation applies to specific transactions, events or conditions, Group management exercises its judgement to define and apply accounting policies that will provide relevant information that gives a fair presentation and is comparable between periods, such that the consolidated financial statements:

  • represent faithfully the financial position, financial performance and cash flows of the Group;
  • reflect the economic substance of the underlying transactions;
  • are neutral, prudent, and complete in all material respects.

Disclosures about judgements made by management are provided in the notes to the consolidated financial statements.

Held-for-sale assets and discontinued or held-for-sale operations:

A non-current asset, or a group of directly-associated assets and liabilities, is regarded as being held for sale if its carrying amount will be recovered primarily through a sale rather than through continuing use. For this to be the case, the asset must be available for sale in its immediate condition, and its sale must be highly probable. Such held-for-sale assets or asset groups are measured at the lower of the carrying amount or the estimated selling price less costs to sell.

An operation that is discontinued or classified as held-for-sale is one that is material to the Group (having been treated as a cash generating unit) and that has either been disposed of or has been classified as a held-for-sale asset. Income statement and cash flow statement information about such discontinued or held-for-sale operations is reported in separate line items in the consolidated financial statements for all periods presented.

2.3 Consolidation methods

  • Companies controlled by the Group

Companies over which Colas exercises control are consolidated.

  • Jointly-controlledcompanies

A joint venture or joint operation derives from a contractual arrangement whereby two or more parties undertake an economic activity which is subject to joint control. In the case of joint operations (which give each party direct rights over the assets and obligations for the liabilities), the assets, liabilities, income and expenses of the joint operation are accounted for in accordance with the interests held in the joint operation. Joint ventures, which give the parties rights over the net assets, are accounted for using the equity method.

  • Companies over which Colas exercises significant influence

An associate is a company over which Colas exercises significant influence without exercising control. Significant influence is presumed to exist where Colas directly or indirectly holds at least 20% of the entity's voting rights.

The net profit or loss and the assets and liabilities of such entities are accounted for by the equity method.

- 10 -

2.4 Business combinations

Since January 1, 2010, business combinations have been accounted for in accordance with the revised IFRS 3.

In a business combination, goodwill at the acquisition date represents (i) the sum total of the consideration transferred (i.e. acquisition price) and non-controlling interests minus (ii) the net amount recognized (usually at fair value) for the identifiable assets acquired and liabilities assumed, adjusted to reflect the fair value remeasurement of any previously-acquired equity interest. The revised IFRS 3 allows entities to elect one of two methods of accounting for non-controlling interests in each business combination:

  • at fair value (full goodwill method), i.e. thenon-controlling interests are allocated their share of goodwill;
  • at thenon-controlling interests' proportionate share of the acquired entity's identifiable assets and liabilities (partial goodwill method), i.e. no share of goodwill is allocated to the non-controlling interests.

Fair value is the price that would be received for selling an asset or paid for transferring a liability in an arm's length transaction between market participants as of the date of measurement.

Goodwill is allocated to the Cash Generating Unit (CGU) benefiting from the business combination or to the group of CGUs at the level of which return on investment is measured.

The purchase price allocation period is limited to the time required to identify and measure the acquired entity's assets and liabilities, the non-controlling interests, the consideration transferred and the fair value of any previously-held equity interest, subject to a maximum period of 12 months.

Amortization of intangible assets recognized in a purchase price allocation is charged against current operating profit, in the same way as for depreciation of property, plant and equipment.

Negative goodwill (i.e. gain from a bargain purchase) is taken to the income statement in the period in which the acquisition is made.

Subsequently, goodwill is carried at cost net of any impairment losses identified annually using the methods described in the sections on impairment testing in Note 2.7.4 ("Impairment testing of non-current assets, joint ventures and associates"), in accordance with IAS 36. Impairment losses are charged to the income statement as an operating item.

In accordance with the revised IFRS 3, the previously-held equity interest in a step acquisition is remeasured at fair value through profit or loss on the date when control is obtained. In the event of loss of control with a retained equity interest, that retained interest is remeasured at fair value; the gain or loss on remeasurement is recognized in profit or loss, along with the gain or loss arising on the disposal.

In the event of a change in percentage interest with no effect on control, the difference between the consideration transferred and the carrying amount of the non-controlling interest is recognized directly in equity attributable to the Group. Consequently, no additional goodwill is recognized.

All acquisition-related costs are recognized as an expense within current operating profit for the period.

In the event of a partial divestment of the component operations of a CGU, the Group usually allocates the goodwill in proportion to the value of the divested operation relative to the value of the CGU as measured at the date of divestment, unless it can be demonstrated that another method better reflects the goodwill of the divested operation; this policy complies with paragraph 86 of IAS 36.

Goodwill recognized prior to January 1, 2004 continues to be measured using the partial fair value method. Non-controlling interests are measured on the basis of the carrying amount of the relevant items as shown in the balance sheet of the acquired entity.

- 11 -

2.5 Foreign currency translation

  • Transactions denominated in foreign currencies

Transactions denominated in foreign currencies are translated into euros at the average exchange rate on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are translated at the closing exchange rate. Translation differences are recognized in profit or loss for the period. Non-monetary assets and liabilities denominated in foreign currencies and accounted for at historical cost are translated using the exchange rate on the date of the transaction.

  • Financial statements of entities with a functional currency other than the euro

All assets and liabilities of consolidated entities with a functional currency other than the euro are translated at the closing exchange rate. Income and expenses are translated at the average exchange rate for the period. Translation differences arising from this treatment, and arising from the retranslation of a subsidiary's opening shareholders' equity at the closing exchange rate, are taken to the translation reserve (which is a component of consolidated shareholders' equity). Translation differences arising on the net investment in foreign subsidiaries and associates are recognized in shareholders' equity.

2.6 Assessment of income taxes

Deferred taxation is recognized on differences between the carrying amount and tax base of assets or liabilities, and arises as a result of:

  • temporary differences between the carrying amount and tax base of assets or liabilities, which may be:
    • items generating a tax liability in the future (deferred tax liabilities), arising mainly from income that is liable to tax in future periods;
    • items deductible from taxable profits in the future (deferred tax assets), mainly provisions that are temporarily non- deductible for tax purposes. Such assets are recognized to the extent that it is probable that sufficient taxable profits will be available against which to offset the temporary differences, and are reviewed at the end of each reporting period;
  • tax losses available forcarry-forward (deferred tax assets), where it is probable that these losses will be recovered in future periods.

Deferred taxes are measured using national tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted in the relevant country by the closing of the reporting period. As of December 31, 2019, the temporary differences and tax losses available for carry-forward of French entities were measured at the following rates as approved by the French National Assembly, according to the period in which they are expected to reverse:

  • 32.02% for 2020;
  • 28.41% for 2021;
  • 25.83% for 2022 and later.

Deferred taxes are not discounted, and are reported in non-current assets and liabilities.

2.7 Non-current assets

2.7.1 Property, plant and equipment

Property, plant and equipment is measured at acquisition cost net of accumulated depreciation and impairment. Depreciation is recognized on a straight-line basis over the estimated useful life of the asset.

Principal useful lives applied

Land

(see below)

Non-operating buildings

20 to 40 years

Industrial buildings

10 to 20 years

Plant, equipment and tooling

5 to 15 years

Other property, plant and equipment

3 to 10 years

(vehicles and office equipment)

- 12 -

Undeveloped and built-on land is not depreciated, but may be written down by an impairment loss if required. Land containing mineral deposits is depreciated on the basis of the rate of depletion, up to a maximum of 40 years. Accumulated depreciation computed on this basis may not be lower than straight-line depreciation.

If an item of property, plant and equipment requires a long period of preparation before it can be used or sold, borrowing costs directly attributable to its acquisition or construction are capitalized as part of the acquisition cost.

In accordance with IAS 16, when an item of property, plant and equipment consists of components with different useful lives, each component is accounted for and depreciated as a separate item of property, plant and equipment.

Gains and losses on disposal represent the difference between the sale proceeds and the carrying amount, and are recognized in the income statement under "Other income and expenses from operations" unless they meet the criteria for classification within "Other operating income and expenses" (see Note 2.13.3 to the consolidated financial statements).

Depreciation periods are reviewed annually, and may be adjusted if expected use differs from previous estimates.

Grants received

Investment grants received from national, regional or local governments are netted off the value of the assets concerned in the balance sheet, and depreciated at the same rate as those assets once receipt of the grant becomes unconditional.

2.7.2 Right of use of leased assets

IFRS 16 defines the right of use under a lease as an asset that represents a lessee's right to use an underlying asset for the lease term. This right of use is recognized by the Group on the commencement date of the lease (the date on which the asset is made available). It is measured at cost, which includes:

  • the initial amount of the lease obligation (see Note 2.11.2 to the consolidated financial statements);
  • lease payments made in advance to the lessor, less any lease incentives received from the lessor;
  • material initial direct costs incurred by the lessee to obtain the lease, i.e. costs that would not have been incurred if the lease had not been obtained;
  • an estimate of the costs of dismantling the leased asset, or restoring it to the condition required by the terms of the lease.

The right of use asset is amortized on a straight-line basis over the lease term. It is written down by means of an impairment allowance if there is an indication that it may have become impaired. The lease term is the non-cancellable period for which the lessee has the right to use the underlying asset, including any extension or termination options the lessee is reasonably certain to exercise. Within the Colas Group, rights of use relate mainly to property leases, generally with a lease term of nine years within France, and to equipment leases.

The Group will monitor market practice on implementing the IFRIC agenda decision of November 26, 2019, and assess the impact on the lease terms applied under IFRS 16.

2.7.3 Intangible assets

IAS 38 defines an intangible asset as an identifiable non-monetary asset without physical substance which is controlled by the entity. An asset is identifiable:

  • if it is separable, i.e. capable of being independently sold, transferred, licensed, rented or exchanged;
  • or if it is derived from contractual or other legal rights, whether separable or not.

An asset is controlled if the entity has the power to obtain the future economic benefits from that asset and to restrict the access of others to those benefits.

Intangible assets with finite useful lives are depreciable. Intangible assets with indefinite useful lives are not depreciable, but are subject to annual impairment testing and are reviewed at the end of each reporting period to ensure that their useful lives are still indefinite.

- 13 -

Intangible assets include:

  • development expenses:
    • Development expenses are capitalized if the IAS 38 criteria are met (in particular, if they are expected to generate future economic benefits and their cost can be reliably measured).
    • In accordance with IFRS, incorporation and research expenses are expensed as incurred.
  • concessions, patents and similar rights.

2.7.4 Impairment testing of non-current assets, joint ventures and associates

Impairment tests are carried out on the carrying amount of non-current assets and investments in joint ventures and associates if there is objective evidence that they may have become impaired.

The carrying amounts of indefinite-lived intangible assets and goodwill are compared to their recoverable amounts at least at the end of each financial year.

Impairment testing method used:

In determining the recoverable amount, intangible assets to which independent cash flows cannot be directly allocated are grouped within the CGU to which they belong, or within the appropriate group of CGUs representing the lowest level at which management monitors return on investment.

The groups of CGUs used within Colas reflects the Group's organizational structure.

They satisfy the following criteria: common management, and synergies in (i) human resources, (ii) physical resources, (iii) technical and (iv) design/execution.

  • Roads Mainland France CGU: consists of the Roads business and (from 2019) Road Safety & Signaling activities in mainland France.
  • Other Activities (excluding Railways) CGU: consists of the Water & Energy Transport business.
  • Railways CGU: consists of the Railway business.
  • Roads Europe (excluding France) CGU: consists of the Roads business in European countries (other than France) where the Group has operations.
  • Roads North America CGU: consists of the Roads business in the United States and Canada.
  • Roads Rest of the World CGU: consists of the Roads business in Africa, the Indian Ocean, Asia, Australia, Latin America, the Middle East, and French overseas.

The recoverable amount of a CGU is determined using the discounted cash flow (DCF) method, which involves discounting future cash flows at the weighted average cost of capital (including an economic risk premium). Future cash flows are determined on the basis of projections prepared by the management of the CGU as part of the standard budgeting procedure for the first year, and of a three-year plan for the two subsequent years.

The recoverable amount of the assets of the CGU as determined above is then compared with their carrying amount in the consolidated balance sheet, after including right of use assets and deducting lease obligations:

If the carrying amount in the consolidated balance sheet is greater than the recoverable amount, an impairment loss is recognized. Any such losses are allocated in the first instance to any goodwill carried in the balance sheet, and may not be subsequently reversed.

The method used to take account of IFRS 16 in impairment testing (as described above) is an accepted transitional method, and may change in 2020 depending on market practice.

- 14 -

Impairment testing of investments in joint ventures and associates:

Because goodwill included in the carrying amount of a joint venture or associate is not reported separately, it is not tested separately for impairment, in line with IAS 36. An impairment loss is recognized if the carrying amount of the investment exceeds its recoverable amount. This loss is charged against the carrying amount of the investment, and may be reversed.

2.7.5 Non-current financial assets

Other non-current financial assets include loans and receivables (including advances to non-consolidated companies), deposits and caution money, and investments in non-consolidated companies (i.e. those over which the Group exercises neither control nor significant influence).

Investments in non-consolidated companies are measured at fair value, with changes in fair value taken either to shareholders' equity in "Items not reclassifiable to profit or loss" or to the income statement in "Other financial income" or "Other financial expenses", depending on the treatment elected by the Group for each individual investment.

Fair value is the market price for listed investments, and estimated value in use for unlisted investments. Value in use is determined using the most appropriate financial criteria for each individual investment.

Advances to non-consolidated companies, and other loans and receivables, are accounted for at amortized cost, determined using the effective interest method.

In the case of floating-rate loans and receivables, cash flows are periodically re-estimated to reflect changes in market interest rates, resulting in an adjustment to the effective interest rate and hence to the valuation of the loan or receivable.

Loans and receivables are accounted for at amortized cost. In accordance with IFRS 9 an impairment allowance is recognized on initial recognition to reflect the expected risk of loss during the next 12 months, and charged to profit or loss.

2.8 Current assets

2.8.1 Inventories

Inventories are measured at the lower of cost or net realizable value.

Cost includes all acquisition and transformation costs.

Acquisition cost includes the purchase price, customs duties and other non-recoverable taxes and duties, and transport and handling costs incurred to bring inventories to their current location.

Transformation cost includes all direct and indirect costs incurred to transform raw materials into finished goods.

On subsequent measurement, cost is calculated using the first in first out method or the weighted average cost method, depending on the nature of the inventory.

Net realizable value is the estimated selling price of the product less the estimated costs to complete and sell it.

2.8.2 Trade receivables

Trade receivables are carried at face value, net of impairment recorded to reflect the probability of recovery. These receivables are usually short-term and non interest-bearing. They are measured at the original invoice amount, unless application of an implied interest rate would have a material effect.

For contracts accounted for using the percentage of completion method, trade receivables include invoices and statements issued as works are executed or services provided, and accepted by the project owner.

2.8.3 Customer contract assets

Customer contract assets represent revenue recognized on a percentage of completion basis where billing is contingent on the supply of other goods and services and/or on the attainment of contractually agreed milestones.

2.8.4 Other current receivables and prepaid expenses

Other receivables are carried at face value, net of impairment recorded to reflect the probability of recovery.

- 15 -

2.9 Financial instruments

Some Group entities use hedging instruments to limit the impact on profit or loss of fluctuations in exchange rates, interest rates and commodity prices. The Group's policy on the use of financial instruments is described below.

2.9.1 Risks to which the Group is exposed

Interest rate risk

The Group's interest expense has low sensitivity to interest rate fluctuations because floating-rate debt is partly matched by surplus cash invested at floating rates. If floating-rate debt is not matched by surplus cash over an extended period, interest rate hedges are contracted on an as-needed basis. In addition to the floating-rate debt carried on the balance sheet, the seasonal nature of the Group's operations may require short-term borrowings to be contracted.

Some financial assets or liabilities may be hedged on an as-needed basis.

Foreign exchange risk

The Group has low exposure to foreign exchange risk in its ordinary commercial operations, because the subsidiaries generate only a very small proportion of their revenue from exports, and the majority of consolidated revenue (53%) is generated within the euro zone.

In most cases, international revenue is generated by local subsidiaries that invoice and incur expenditure in the currency of the country where the works are carried out. That means that fluctuations in exchange rates have no material impact on the Group's revenue and profits apart from currency translation effects arising from fluctuations in average exchange rates. Because more than a quarter of revenue is generated in North America, the Group is sensitive to fluctuations in the exchange rate of the US and Canadian dollars against the euro.

Borrowings and deposits are pooled in the local currency of each country (euro, US dollar, Canadian dollar, etc).

Occasionally, some contracts billed in a foreign currency may be covered by a currency hedge.

To the extent possible, acquisitions of foreign subsidiaries are financed in local currency. As a general rule, assets denominated in foreign currencies are not intended to be sold and are not hedged against foreign exchange risk.

Forward currency hedges are used to optimize the Group's cash position by enabling surplus cash loaned to or borrowed from subsidiaries to be converted into the subsidiary's local currency, as a substitute for bank credit facilities.

The Group also pays particular attention to risks relating to assets denominated in non-convertible currencies, and to country risk generally.

Commodities risk

The Group is sensitive to fluctuations in commodity prices (especially petroleum-based products in the Roads business); there is also some exposure to the prices of certain metals in the Road Safety & Signaling and Railway businesses. Hedges may be contracted on an as-needed basis in connection with specific contracts.

2.9.2 Principles applied to all hedging instruments

Instruments used for hedging purposes are restricted to plain vanilla products such as:

  • for hedging foreign exchange risk: forward currency purchases and sales, currency swaps and currency options;
  • for hedging interest rate risk: interest rate swaps, future rate agreements, purchases of caps and collars, and interest rate options;
  • for hedging commodities risk: forward commodity purchases and sales, commodity swaps and commodity options. These instruments have the following characteristics:
  • they are used solely for hedging purposes;
  • they are contracted solely withhigh-quality French and foreign banks;
  • they carry no liquidity risk in the event of reversal.
    • 16 -

The use of hedging instruments and selection of counterparties - and more generally, the management of exposure to currency risk, interest rate risk and commodities risk - are subject to specific detailed monitoring which is reported to the bodies responsible for management and control within the relevant companies, including the parent company (Colas SA).

2.9.3 Accounting policy on financial instruments

In general, the financial instruments used by the Group qualify for hedge accounting, which means that the hedging relationship is documented in accordance with the requirements of IFRS 9. Three types of accounting treatment are used:

  • fair value hedges: changes in the fair value of the hedging instrument and changes in the fair value of the hedged item are recognized symmetrically in the income statement;
  • cash flow hedges: changes in the fair value of the hedging instrument are recognized in the income statement for the ineffective portion of the hedging relationship, and in shareholders' equity (until the hedge is closed out) for the effective portion;
  • hedges of a net investment in a foreign operation: changes in the intrinsic value of the hedging instrument are recognized in shareholders' equity until the hedge is closed out.

2.10 Consolidated shareholders' equity

Treasury shares are deducted from consolidated shareholders' equity. If a Group subsidiary holds its own shares, an additional percentage interest in that subsidiary is recognized at Group level.

2.10.1 Translation reserve

The translation reserve represents translation differences arising since January 1, 2004, when the reserve was deemed to be zero and the balance transferred to "Retained earnings". In the event of disposal of a subsidiary, associate or joint venture that prepares its accounts in a foreign currency, the cumulative translation reserve as of the date of disposal is reversed out through profit or loss, such that the gain or loss on disposal is calculated without the effect of exchange rate fluctuations.

2.10.2 Information about the management of capital

The objective of Colas management in managing capital is to maintain consolidated shareholders' equity at a level consistent with:

  • maintaining a reasonable ratio of net debt to shareholders' equity;
  • distributing regular dividends to shareholders.

However, the level of equity may vary over short periods, especially if a strategically important investment opportunity arises.

The business plan is a key management tool, used by the parent company to assess the financial position of each business segment and of the Group as a whole, and the effects on consolidated shareholders' equity.

Some performance indicators used by Colas may be calculated with reference to shareholders' equity, but most are not. The shareholders' equity of the Colas Group is not subject to any restriction under the articles of association.

- 17 -

2.11 Non-current liabilities

2.11.1 Non-current debt

With the exception of derivative instruments accounted for as liabilities measured at fair value (including a counterparty risk component, which is immaterial), all other borrowings and financial liabilities are accounted for at amortized cost using the effective interest method.

The portion of non-current debt due within less than one year is included in current liabilities.

2.11.2 Non-current lease obligations

In accordance with IFRS 16, on commencement of a lease the lessee recognizes a lease obligation in the balance sheet, equivalent to the present value of the lease payments over the lease term.

The following amounts are included in the lease payments used to measure the obligation:

  • fixed payments (includingin-substance fixed payments, i.e. payments that may in form contain variability, but in substance are unavoidable);
  • variable lease payments that depend on an index or a rate at the commencement date of the lease;
  • payments due by the lessee under residual value guarantees;
  • the exercise price of a purchase option, if that option is reasonably certain to be exercised;
  • payments of penalties for terminating or not extending the lease.

During the term of the lease, the carrying amount of the lease obligation is:

  • increased to reflect interest on the lease obligation, which is recognized as an expense in the income statement and calculated using the discount rate used on initial measurement; and
  • reduced to reflect lease payments made.

The discount rate used to calculate the lease obligation is determined for each asset on the basis of the incremental borrowing rate at the inception date of the lease. That rate is obtained by aggregating a market rate that reflects the location, currency and lease term, and a sector-specific spread that reflects the nature of the lease.

The Group has elected to apply the practical expedients permitted by IFRS 16 to exclude leases where the as-new value of the underlying asset is less than €5,000, and assets where the lease term is reasonably certain to be less than twelve months. Such leases are recognized in profit or loss as and when lease payments are made. The Group has also elected to account for each lease component separately, distinguishing the lease components from the non-lease (service) components.

As permitted by IFRS 16, the Colas Group has not elected to apply the standard to leases of intangible assets.

The portion of non-current lease obligations due within less than one year is included in current liabilities.

2.11.3 Non-current provisions

In accordance with IAS 37, a provision is recorded at the end of the reporting period if the Group has an obligation to a third party resulting from a past event and it is probable that settlement of the obligation will result in a net outflow from the Group of resources embodying economic benefits.

The amount recognized as a provision represents the Group's best estimate of the net outflow of resources.

Non-current provisions are not associated with the Colas Group's normal operating cycle, and mainly comprise:

Employee benefits

  • Pensions:

To cover their post-employment pension obligations to employees, Group companies make regular payments to external bodies including public-sector and private-sector pension schemes and independent pension fund managers (defined- contribution plans).

However, some defined-benefit pension plans remain in place in the United Kingdom, Ireland, Canada and Switzerland. With the exception of the Colas Rail Ltd plan, those plans cover only a limited number of employees, as it was decided some years ago to close them to new entrants. These pension plans are managed by independent pension fund managers.

- 18 -

  • Lump-sumretirement benefits:

The cost of these benefits is calculated using the projected unit credit method based on final salary. The calculation method is based on individual projections and takes into account (i) employee turnover based on the average number of voluntary leavers by business segment, age bracket and employee category and (ii) estimated mortality, based on mortality tables.

Actuarial gains and losses are recognized in "Other recognized income and expense".

  • Long service awards:

The vast majority of Group companies have a long-standing and systematic policy of awarding long service bonuses. The calculation method is based on individual projections and takes into account (i) employee turnover and (ii) estimated mortality, based on mortality tables.

Actuarial gains and losses are recognized in profit or loss.

Litigation and claims

  • Litigation and claims on contracts:

The amount of risk provided for is measured on the basis of the claim made by the complainant, or an estimate of remedial works issued by court-appointed experts.

  • Risks relating to tax, social security and other official inspections:

Reassessments are recognized in profit or loss in the period in which they are accepted by the Group; if they are contested, a provision is recognized (except where they relate to corporate income taxes, in which case a tax liability is recognized).

Provisions for customer warranties (long term)

These represent an estimate of works to be carried out under warranties that exceed the length of the operating cycle (1 to 2 years), such as the 10-year warranty provided on some constructions.

Site remediation costs (long term)

Detailed estimates are prepared of the remediation costs that will be incurred when quarries are exhausted or their operating licenses expire; these include labor and materials costs, and a share of overheads. Only costs that will be incurred more than twelve months after the end of the reporting period are included in this line item.

2.11.4 Deferred tax liabilities

Deferred tax liabilities are income taxes payable in future periods in respect of taxable temporary differences (i.e. sources of future taxable profits).

A deferred tax liability is recognized for temporary differences generated by investments in subsidiaries, associates and joint ventures, unless (i) the parent company is able to control the date on which the temporary difference will reverse and (ii) it is probable that the temporary difference will not reverse in the foreseeable future (i.e. there are no plans to divest in the foreseeable future).

If it is probable that there will be a distribution of profits in the foreseeable future and there is no control over the investee (associates), a deferred tax liability is recognized.

- 19 -

2.12 Current liabilities

2.12.1 Current provisions

These are provisions related to the normal operating cycle of each segment, and mainly comprise:

Provisions for customer warranties(valid for up to two years)

Provisions for completion of snagging lists under contractual warranties are assessed individually for each project.

Provisions for site clean-up

These comprise costs to be incurred on post-contractclean-up, including the removal of plant and equipment. Such costs are assessed individually for each project, taking account of the size of the projects and the distance of the site from permanent Colas facilities.

Provisions for expected losses to completion

These relate to construction contracts in progress, and take account of claims accepted by the customer. They are measured on a contract by contract basis, with no netting between them.

Site rehabilitation costs

These provisions cover the cost of rehabilitating sites (mainly quarries) after operations cease, where the work is to be carried out within the twelve months following the end of the reporting period.

As required by IAS 37, "Provisions, Contingent Liabilities and Contingent Assets", information about the most significant provisions is disclosed to the extent that such disclosure is not prejudicial to the Group's interests.

2.12.2 Trade payables

Because of the short-term nature of these liabilities, the carrying amounts shown in the consolidated financial statements are a reasonable estimate of market value.

2.12.3 Customer contract liabilities

Customer contract liabilities represent the Group's obligation to transfer goods and services for which payment has already been received from a customer, or where the Group has an unconditional right to receive payment. They include advances and down-payments received on orders, and differences arising from the percentage of completion on a contract (see Note 11 to the consolidated financial statements).

2.13 Income statement

As allowed under IAS 1, the Group presents an income statement that classifies expenses by nature. In presenting its income statement, the Group has applied ANC Recommendations 2013-03 of November 7, 2013 and 2016-01 of December 2, 2016.

2.13.1 Revenue recognition

The Group recognizes revenue when:

  • a customer contract, and the performance obligations within that contract, have been identified;
  • a transaction price has been determined, and allocated between the performance obligations;
  • the distinct performance obligations under the contract have been satisfied;
  • it is probable that the future economic benefits of the transaction will flow to the Group;
  • the amount of revenue can be reliably measured;
  • at the transaction date, it is probable that the amount of the sale will be recovered.

Customer contracts are analyzed to determine what performance obligations they contain; most of the Group's contracts contain a single performance obligation.

- 20 -

Sales of goods (bitumen and aggregates)

Revenue is recognized when control of the goods is transferred, i.e. on delivery.

Sales of services (railway maintenance and water & energy transport)

Revenue is recognized as the service is provided.

Construction contracts (road or railway infrastructure construction)

Revenue from construction activities corresponds to the latest estimate of the total selling price, and takes account of claims that have been accepted by the customer or are highly probable.

Such revenue is recognized at the end of each period using the percentage of completion method, with the rate of completion determined on the basis of the cost of works completed.

As soon as a loss on a contract is known and can be reliably measured, it is covered by a provision for expected losses to completion within "Current provisions" in the balance sheet. The loss is provided for in full, irrespective of the completion rate.

2.13.2 Current operating profit

Current operating profit is the profit derived from the Group's main revenue-generating activities, and from all other activities that are not investing or financing activities.

Impairment of goodwill is recognized as a charge against current operating profit.

2.13.3 Other operating income and expenses

These line items contain a very limited number of income and expense items, which are unusual and occur infrequently but are of particularly large amounts. The Group reports these items separately in its income statement to give users of the financial statements a better understanding of ongoing operational performance.

For a description of these items, refer to Note 13 to the consolidated financial statements.

2.13.4 Cost of net debt

This line item includes expenses and income related to cash and cash equivalents, and borrowing costs.

2.14 Consolidated cash flow statement

The consolidated cash flow statement is presented in accordance with the amended IAS 7 and with ANC Recommendations 2013-03 of November 7, 2013 (using the indirect method) and 2016-01 of December 2, 2016. The cash flow statement explains changes in the Group's net cash position, which is defined as the net total of the following balance sheet items:

  • cash and cash equivalents;
  • overdrafts andshort-term bank borrowings.

Consolidated net profit is adjusted to eliminate the impact of transactions with no cash effect, and of income and expenses related to investing or financing activities.

2.15 OTHER FINANCIAL INDICATORS

2.15.1 EBITDA after Leases

"EBITDA after Leases" is defined as "Current operating profit after Leases" (i.e. current operating profit after taking account of interest expense on lease obligations), before (i) net depreciation and amortization expense on property, plant and equipment and intangible assets, (ii) net charges to provisions and impairment losses, and (iii) effects of acquisitions of control or losses of control. Those effects relate to the impact of remeasuring previously-held interests or retained interests.

In 2018, the tax-exempt competitiveness and employment tax credit (CICE) to which French companies were entitled was recognized in current operating profit, as a reduction in personnel costs. With effect from January 1, 2019, the CICE was replaced by a reduction in personnel costs, which increases the tax base and hence the amount of income tax expense.

- 21 -

"Other income from operations" and "Other expenses from operations", which are a component of current operating profit, mainly comprise:

  • net foreign exchange differences on commercial transactions;
  • gains and losses on disposals ofnon-current assets;
  • profits and losses from joint operations, representing the Group's share of profits or losses fromnon-consolidated companies such as Sociétés en Participation(SEPs), for example those that operate asphalt and binder production facilities;
  • royalties from the licensing of patents; and
  • revenue from sales of raw material (bitumen) by Colas subsidiaries to asphalt and emulsion entities in the form of SEPs or economic interest groupings that subsequently sell the asphalt and emulsion back to Colas subsidiaries (with the expense recognized in "Purchases used in production").

2.15.2 Net debt/net surplus cash

Net debt (or net surplus cash) is obtained by aggregating the following items:

  • cash and cash equivalents;
  • overdrafts andshort-term bank borrowings.
  • non-currentand current debt;
  • financial instruments (used to hedge financial liabilities measured at fair value).

Net debt/net surplus cash does not include non-current and current lease obligations.

A positive figure represents net surplus cash and a negative figure represents net debt.

2.15.3 Free cash flow after changes in working capital requirements

"Free cash flow after changes in working capital requirements" is defined as net cash flow (determined after (i) cost of net debt, (ii) interest expense on lease obligations and (iii) income taxes paid), minus net capital expenditure and repayments of lease obligations. It is calculated after changes in working capital requirements related to operating activities.

2.15.4 Changes in working capital requirements related to operating activities

"Changes in working capital requirements related to operating activities" as presented in the cash flow statement is the result of net changes to:

  • inventories and work in progress;
  • advances anddown-payments made on orders;
  • trade receivables;
  • customer contract assets;
  • trade payables;
  • customer contract liabilities;
  • current provisions;
  • other current asset and liability items, excluding (i) income taxes; (ii) net cash and cash equivalents and current debt; (iii) hedging instruments; (iv) current lease obligations; and (v) receivables/liabilities related to property, plant and equipment and intangible assets.

- 22 -

NOTE 3. NON-CURRENT ASSETS

3.1 - Acquisitions of non-current assets during the year, net of disposals

2019

2018

Property, plant and equipment

399

455

Intangible assets and goodwill

9

7

Capital expenditure

408

462

Acquisitions of consolidated activities and investments in non-consolidated companies

58

807

Acquisitions of non-current assets

466

1,269

Proceeds from disposals of property, plant and equipment and intangible assets

(87)

(174)

Proceeds from disposals of consolidated activities and investments in non-

(26)

(6)

consolidated companies

Acquisitions of non-current assets, net of disposals

353

1,089

3.2 - Non-current assets: movements during the period 3.2.1 - Property, plant and equipment

Land and buildings

Plant, equipment

PP&E under

Total

and tooling

construction and

advance payments

Gross value

December 31, 2017 restated

1,643

5,600

81

7,324

Translation adjustments

2

6

8

Transfers between accounts

9

158

(139)

28

Changes in scope of consolidation

154

258

6

418

Acquisitions

37

261

157

455

Disposals

(32)

(393)

(425)

December 31, 2018 restated

1,813

5,890

105

7,808

Translation adjustments

32

91

1

124

Transfers between accounts

17

96

(109)

4

Changes in scope of consolidation

16

18

34

Acquisitions

28

247

124

399

Disposals

(42)

(500)

(542)

December 31, 2019

1,864

5,842

121

7,827

Depreciation and impairment

December 31, 2017

(716)

(4,243)

(1)

(4,960)

Translation adjustments

(2)

(6)

1

(7)

Transfers between accounts

6

(15)

(9)

Changes in scope of consolidation

11

(136)

(125)

Net expense for the period

(61)

(382)

(443)

Disposals

22

283

305

December 31, 2018

(740)

(4,499)

(5,239)

Translation adjustments

(8)

(65)

(73)

Transfers between accounts

(1)

(1)

Changes in scope of consolidation

7

7

Net expense for the period

(67)

(374)

(441)

Disposals

31

467

498

December 31, 2019

(784)

(4,465)

(5,249)

Carrying amount

December 31, 2017 restated

927

1,357

80

2,364

Of which mineral deposits (quarries)

272

272

December 31, 2018 restated

1,073

1,391

105

2,569

Of which mineral deposits (quarries)

293

293

December 31, 2019

1,080

1,377

121

2,578

Of which mineral deposits (quarries)

353

353

- 23 -

As of December 31, 2019, committed orders placed for plant and equipment amounted to €17 million (versus €20 million as of December 31, 2018).

3.2.2 - Right of use of leased assets

Land and

Plant,

Other property,

Total

buildings

equipment

plant and

and tooling

equipment

Gross value

December 31, 2017 restated

327

67

122

516

Movements during 2018

Translation adjustments

1

(3)

(1)

(3)

Changes in scope of consolidation

(2)

82

16

96

New leases, lease modifications, and other lease-related

(1)

(13)

47

33

movements

December 31, 2018 restated

325

133

184

642

Movements during 2019

Translation adjustments

Changes in scope of consolidation

New leases, lease modifications, and other lease-related movements

3

6

5

14

10

4

14

22

(53)

63

32

December 31, 2019

360

90

252

702

Amortization and impairment

December 31, 2017 restated

(173)

(44)

(58)

(275)

Movements during 2018

Translation adjustments

1

1

Changes in scope of consolidation

(21)

4

(17)

Net expense for the period

(33)

(15)

(20)

(68)

New leases, lease modifications, and other lease-related

46

17

24

87

movements

December 31, 2018 restated

(160)

(62)

(50)

(272)

Movements during 2019

Translation adjustments

(1)

(2)

(2)

(5)

Changes in scope of consolidation

(1)

(1)

1

(1)

Net expense for the period

(37)

(16)

(37)

(90)

New leases, lease modifications, and other lease-related

24

39

11

74

movements

December 31, 2019

(175)

(42)

(77)

(294)

Carrying amount

December 31, 2017 restated

154

23

64

241

December 31, 2018 restated

165

71

134

370

December 31, 2019

185

48

175

408

- 24 -

3.2.3 - Intangible assets

Concessions, patents and

Other

Total

other rights (1)

Gross value

December 31, 2017

148

89

237

Translation adjustments

(1)

(2)

(3)

Transfers between accounts

30

(28)

2

Changes in scope of consolidation

12

110

122

Acquisitions

4

3

7

Disposals and other reductions

(2)

(3)

(5)

December 31, 2018

191

169

360

Translation adjustments

2

8

10

Transfers between accounts

4

(1)

3

Changes in scope of consolidation

2

2

Acquisitions

4

5

9

Disposals and other reductions

(4)

(2)

(6)

December 31, 2019

197

181

378

Amortization and impairment

December 31, 2017

(84)

(46)

(130)

Translation adjustments

1

1

Transfers between accounts

Changes in scope of consolidation

(4)

(1)

(5)

Net expense for the period

(10)

(8)

(18)

Disposals and other reductions

2

3

5

December 31, 2018

(95)

(52)

(147)

Translation adjustments

(1)

(2)

(3)

Transfers between accounts

Changes in scope of consolidation

(1)

(1)

Net expense for the period

(11)

(10)

(21)

Disposals and other reductions

3

2

5

December 31, 2019

(105)

(62)

(167)

Carrying amount

December 31, 2017

64

43

107

December 31, 2018

96

117

213

December 31, 2019

92

119

211

  1. "Concessions, patent and other rights" mainly comprise quarry operating rights and, to a lesser extent, patents and software.

Research costs are expensed as incurred.

Development costs are in most cases also expensed as incurred, as they represent permanent recurring expenditure. There are no projects that meet the IAS 38 criteria for recognition as an asset.

- 25 -

3.2.4 - Goodwill

Gross value

Impairment

Carrying amount

December 31, 2017

579

(67)

512

Translation adjustments

(2)

1

(1)

Transfers between accounts

Changes in scope of consolidation

157

6

163

Impairment loss

Disposals and other reductions

December 31, 2018

734

(60)

674

Translation adjustments

13

(1)

12

Transfers between accounts

(16)

16

Changes in scope of consolidation

10

10

Impairment losses charged

(2)

(2)

Disposals and other reductions

December 31, 2019

741

(47)

694

The goodwill arising on the acquisitions of Miller McAsphalt and the Alpiq group was finalized during 2019. The provisional amounts initially recognized in the balance sheet as of December 31, 2018 did not require material adjustment following the finalization of the purchase price allocation, as reflected in the December 31, 2019 balance sheet.

The table below shows how provisional or final goodwill as at December 31, 2019 was determined for significant acquisitions made since December 31, 2017 (including adjustments made during the twelve-month purchase price allocation period).

Miller McAsphalt

Alpiq group

Purchase price

611

127

Net assets acquired, excluding goodwill

Non-current assets

(282)

(74)

Current assets

(279)

(87)

Non-current liabilities

54

10

Current liabilities

119

94

Purchase price allocation:

Remeasurement of acquired intangible assets (1)

(103)

Remeasurement of acquired property, plant and equipment (1)

(67)

Remeasurement of assumed liabilities (deferred taxes & other)

37

Unacquired portion

Final goodwill

90

70

Translation adjustments

6

Goodwill at December 31, 2019

96

70

  1. The fair value of the acquired intangible assets recognized in the Miller McAsphalt acquisition (mainly customer relationships) was €103 million at the acquisition date; the fair value of the acquired property, plant and equipment (after remeasurement) was €325 million.

Impairment of indefinite-lived intangible assets and goodwill

An impairment loss is recognized within operating profit if the carrying amount of an asset or CGU exceeds its recoverable amount. If there is an indication that an asset may have become impaired, it is tested for impairment using the method described in Note 2.7. Such tests are performed at least once a year, after management has updated the budgets and three- year plans.

- 26 -

An analysis of indefinite-lived intangible assets and goodwill by CGU, and of the main assumptions used in impairment testing, is provided below:

Cash Generating Unit

Goodwill

Indefinite-lived

Growth rate

Discount rate

intangible

assets

Scenario:

1(1)

2(1)

Roads Mainland France

159

20

2%

5.70%

5.38%

Roads Europe (excluding France)

24

2%

5.70%

5.38%

Roads North America

225

21

2%

5.70%

5.38%

Roads Rest of the World

36

2%

5.70%

5.38%

Other Activities

1

2%

5.70%

5.38%

Railways

249

2%

5.70%

5.38%

Total

694

41

(1) Depending on the capital structure: ⅓ debt - ⅔ equity (scenario 1); ⅔ debt - ⅓ equity (scenario 2).

Sensitivity analyses were performed to determine the sensitivity of the calculation to key parameters, either individually or using combined scenarios for discount rates and normative cash flows (including reasonably possible changes in normative cash flows).

Changes in assumptions:

  • Discount rate: +200 basis points
  • Growth rate: - 200 basis points
  • Normative cash flows:-10%

For all sensitivities, recoverable amounts would exceed carrying amount for all assets tested.

For each CGU, recoverable amount would equal the carrying amount of the assets tested if the assumptions shown below were to be applied:

Cash Generating Unit

Discount rate

Roads Mainland France

21.48%

Roads Europe (excluding France)

18.35%

Roads North America

13.76%

Roads Rest of the World

17.32%

Other Activities

45.45%

Railways

12.00%

3.2.5 - Investments in joint ventures and associates

Share of net

Goodwill and fair value

Impairment

Carrying

assets held

remeasurements

amount

December 31, 2017

321

115

(40)

396

Net profit/(loss) for the period

30

(2)

28

Dividends paid

(36)

(36)

Other movements

8

(9)

7

6

December 31, 2018

323

106

(35)

394

Net profit/(loss) for the period

45

(2)

43

Dividends paid

(30)

(30)

Other movements

15

15

December 31, 2019

353

106

(37)

422

- 27 -

Principal associates and joint ventures

Share of net assets held

Share of net profit/(loss) for period

12/31/2019

12/31/2018

2019

2018

Associates

Tipco Asphalt (1)

126

104

28

4

Mak Mecsek (2)

36

36

3

3

Miscellaneous associates

23

21

2

2

Joint ventures

Miscellaneous joint ventures (3)

168

162

10

19

Total

353

323

43

28

  1. Tipco Asphalt, based in Bangkok (Thailand), distributes and sells bituminous products insouth-east Asia.
  2. Mak Mecsek holds a30-year PPP concession to build and operate a new 80-km section of the M6 (50 km) and M60 (30 km) motorways in south-west Hungary.
  3. Most of these joint ventures are industrial entities (quarries, emulsion plants) operated jointly with partners from outside the Group, none of which is individually material.

- 28 -

3.2.6 - Non-current financial assets

As of December 31, 2019, these comprised:

  • investments in joint ventures and associates (accounted for by the equity method): €422 million;
  • othernon-current financial assets (loans, receivables, investments in non-consolidated companies, etc): €169 million;
  • deferred tax assets: €145 million (see Note 7, "Deferred tax assets and liabilities").

Joint ventures

Non-

Other financial

Total gross

Impairment

Carrying

and associates

consolidated

assets

value

amount

companies

December 31, 2017

436

81

177

694

(101)

593

Translation adjustments

6

(1)

5

5

Changes in scope of consolidation

4

(798)

24

(770)

8

(762)

Acquisitions and other increases

(10)

807

13

810

810

Charges and reversals

(2)

(2)

Disposals and other reductions

(8)

(44)

(52)

(52)

Transfers and other movements

(7)

(51)

(1)

(59)

53

(6)

December 31, 2018

429

31

168

628

(42)

586

Amortization and impairment

(35)

(7)

(42)

December 31, 2018 carrying

394

31

161

586

amount

Joint ventures

Non-

Other financial

Total gross

Impairment

Carrying

and associates

consolidated

assets

value

amount

companies

December 31, 2018

429

31

168

628

(42)

586

Translation adjustments

8

1

3

12

12

Changes in scope of consolidation

(2)

(10)

(12)

(12)

Acquisitions and other increases

17

23

40

40

Charges and reversals

2

2

Disposals and other reductions

(9)

(52)

(61)

(61)

Transfers and other movements

24

24

24

December 31, 2019

459

30

142

631

(40)

591

Amortization and impairment

(37)

(3)

(40)

December 31, 2019 carrying

422

30

139

591

amount

3.2.6.1 - Other non-current financial assets

Non-

Other financial

Total gross

Impairment

Carrying

consolidated

assets

value

amount

companies

December 31, 2017

81

177

258

(61)

197

Translation adjustments

(1)

(1)

(1)

Transfers between accounts

(51)

(1)

(52)

52

Changes in scope of consolidation

(798)

24

(774)

(2)

(776)

Acquisitions and other increases

807

13

820

820

Disposals and other reductions

(8)

(44)

(52)

(52)

Charges and reversals

4

4

December 31, 2018

31

168

199

(7)

192

Translation adjustments

3

3

3

Transfers between accounts

Changes in scope of consolidation

(56)

(56)

(56)

Fair value remeasurement

6

6

6

Acquisitions and other increases

58

23

81

81

Disposals and other reductions

(9)

(52)

(61)

(61)

Charges and reversals

4

4

December 31, 2019

30

142

172

(3)

169

- 29 -

3.2.6.2 - Analysis of principal investments in non-consolidated companies

12/31/2019

12/31/2018

Carrying

Carrying

amount

amount

Asphalt, binder and quarry companies

15

17

Companies not controlled by the Group

8

8

Dormant companies and companies in process of liquidation

2

3

Other

5

3

Total

30

31

3.2.6.3 - Analysis of other financial assets

Gross value

Impairment

12/31/2019

12/31/2018

Carrying

Carrying

amount

amount

Loans receivable (1)

61

(3)

58

84

City of Portsmouth (UK) (2)

51

51

52

Other financial receivables

30

30

25

Total

142

(3)

139

161

  1. "Loans receivable" mainly comprisesinterest-free20-year loans granted in connection with the French legal obligation for employers to invest in construction, which are recognized at net present value as of the inception date of the loan.
  2. Amount receivable from the City of Portsmouth (UK) in consideration of services provided under the25-yearpublic-private partnership deal signed in 2004 to upgrade and maintain the urban road network, expiring in 2029. This receivable is measured using the financial asset model in accordance with IFRIC 12.

3.2.6.4 - Analysis of non-current financial assets by accounting category

Fair value accounting

Financial assets

Financial assets

Financial assets

Loans and

Total

at fair value

at fair value

at amortized cost

receivables

through OCI

through profit or

loss

December 31, 2018

-

31

-

161

192

Movements during 2019

-

(1)

-

(22)

(23)

December 31, 2019

-

30

-

139

169

- 30 -

NOTE 4. CURRENT ASSETS

4.1 - Inventories, current receivables and prepaid expenses

December 31, 2019

12/31/2018

Gross value

Impairment

Carrying

Gross value

Impairment

Carrying

amount

amount

Inventories (1)

717

(42)

675

711

(39)

672

Advances and down-payments made

71

71

73

73

on orders

Trade receivables (2)

2,709

(113)

2,596

2,548

(112)

2,436

Customer contract assets

688

688

658

658

Current tax assets

49

49

42

42

Amounts due from employees, social

277

277

246

246

security & government

Amounts due from related companies

422

(25)

397

432

(28)

404

and sundry receivables

Pension plan assets

15

15

17

17

Prepaid expenses

54

54

47

47

Other receivables

768

(25)

743

742

(28)

714

  1. Inventories consist of stocks of bitumen, aggregates, raw materials and other supplies.
  2. An analysis of the ageing of trade receivables is provided below:

Balance

Balance past due by:

Not

Less than

6 months

More than 1

Total

past due

6 months

to 1 year

year

Trade receivables: gross

1,571

786

149

203

2,709

Impairment

(1)

(5)

(17)

(90)

(113)

Trade receivables: carrying amount

1,570

781

132

113

2,596

December 31, 2018 comparative

1,548

684

97

107

2,436

An analysis of trade receivables more than 12 months past due and not covered by impairment allowances revealed no additional credit risk.

4.2 - Customer contract assets

Movements during 2019

Falling due

Changes in

Movements

scope of

12/31/2018

Translation

arising from

consolidation &

12/31/2019

< 1 year

> 1 year

restated

adjustments

operating

other

activities

movements

Differences arising from percentage of

completion on contracts (unbilled

658

10

(5)

25

688

688

-

receivables on construction contracts)

Total customer contract assets

658

10

(5)

25

688

688

-

4.3 - Cash and cash equivalents

12/31/2019

12/31/2018

Gross value

Impairment

Carrying

Gross value

Impairment

Carrying

amount

amount

Cash

466

466

500

500

Cash equivalents

22

22

63

63

Total

488

488

563

563

- 31 -

Surplus cash is invested with high-quality French and foreign banks.

Cash and cash equivalents are measured at fair value, and cash equivalents are readily convertible into cash. The table below shows an analysis of cash and cash equivalents by currency as of December 31:

Euro

USD (1)

CAD (1)

GBP (1) Other (1) (2)

Total

Cash

104

50

54

65

193

466

Cash equivalents

19

3

22

Total

123

50

54

65

196

488

Comparative at December 31, 2018

184

29

76

68

206

563

  1. Equivalent value in euros
  2. Other currencies mainly comprise the Moroccan dirham (MAD) and the Malagasay ariary (MGA), total €63 million.

The net cash position shown in the cash flow statement breaks down as follows:

12/31/2019

12/31/2018

Cash and cash equivalents

488

563

Overdrafts and short-term bank borrowings

(387)

(488)

Total

101

75

4.4 - Depreciation, amortization, impairment and provisions in the balance sheet and income statement

Charges and reversals through current

operating profit

Changes in

Amortization

Impairment

Other

Reversals on

12/31/2018

Translation

scope of

Reversals

impairment

disposals &

&

losses &

12/31/2019

restated

adjustments

consolidation

(not used)

losses & other

other

depreciation

provisions, net

(1)

provisions

movements

Depreciation,

(5,386)

(76)

6

(462)

502

(5,416)

amortization &

impairment of property,

plant & equipment and

intangible assets

Amortization and

(272)

(5)

(1)

(90)

74

(294)

impairment of right of

use of leased assets

Goodwill impairment

(60)

(1)

(2)

16

(47)

Impairment of other

(42)

(2)

4

(40)

non-current financial

assets

Sub-total: non-

(5,760)

(82)

5

(552)

(4)

4

592

(5,797)

current assets

Impairment of

(39)

(6)

2

1

(42)

inventories

Impairment of trade

(112)

(14)

12

1

(113)

receivables

Impairment of cash

equivalents

Impairment of other

(28)

3

(25)

current assets

(excluding tax assets)

Sub-total: current

(179)

(20)

14

3

2

(180)

assets

Total: assets

(5,939)

(82)

5

(552)

(24)

14

7

594

(5,977)

Non-current provisions

(792)

(6)

(5)

(41)

34

(6)

(41)

(857)

Current provisions

(271)

(4)

3

(88)

51

(13)

(1)

(323)

Total: liabilities

(1,063)

(10)

(2)

(129)

85

(19)

(42)

(1,180)

Grand total

(7,002)

(92)

3

(552)

(153)

99

(12)

552

(7,157)

  1. Changes in scope of consolidation relate mainly to the acquisition of Asfalcura.
  2. Recognized in "Other operating income and expenses" or "Other financial income/(expenses), net".

NOTE 5. CONSOLIDATED SHAREHOLDERS' EQUITY

- 32 -

5.1 - Share capital of Colas SA (€)

The share capital of Colas as of December 31, 2019 was €48,981,748.50.

It consists of 32,654,499 shares with a par value of €1.50, all ranking equally (although registered shares held by the same shareholder for more than two years carry double voting rights).

There have been no changes in share capital since January 1, 2019.

Own shares held as of December 31, 2019

Colas held 20,316 of its own shares are a carrying amount of €3,015,870.29.

Movements during the period: None

Principal shareholders

Bouygues SA

31,543,222

96.60%

Other shareholders

1,111,277

3.40%

Stock subscription options outstanding: none.

Translation reserve

The translation reserve was set up on January 1, 2004 when Colas adopted IFRS.

The main translation adjustments as of December 31, 2019 relate to the financial statements of companies located in the following countries:

12/31/2018

Movements during

12/31/2019

2019

United States

45

7

52

Canada

(32)

44

12

United Kingdom

(15)

4

(11)

Slovakia

12

12

Czech Republic

6

1

7

Australia

(9)

1

(8)

Other countries

4

5

9

Total translation reserve

11

62

73

5.2 - Shareholders' equity attributable to the group and non-controlling interests at December 31, 2019

Share

Share

Reserves

Retained

Reserves

Items

12/31/2019

capital

premium

related to

earnings

and

recognized

capital

consolidated

directly in

net profit

equity

Attributable to the Group

49

406

21

817

1,596

(7)

2,882

Non-controlling interests

27

27

Total shareholders' equity

49

406

21

817

1,623

(7)

2,909

- 33 -

NOTE 6.NON-CURRENTAND CURRENT PROVISIONS6.1 - Non-current provisions

Employee

Litigation

Warranties

Site

Other

Total

benefits

and claims

(long term)

rehabilitation

(long term)

December 31, 2017

426

196

66

156

40

884

Translation adjustments

(1)

(1)

(1)

4

1

Transfers between accounts

3

(8)

2

(3)

(6)

Changes in scope of

(19)

(14)

(19)

4

(10)

(58)

consolidation

Actuarial (gains)/losses

(55)

(55)

recognized in equity

Charges to provisions

34

42

20

27

19

142

Reversals (provisions used)

(15)

(18)

(7)

(23)

(9)

(72)

Reversals (provisions not used)

(10)

(23)

(6)

(2)

(3)

(44)

December 31, 2018 restated

363

174

53

164

38

792

Translation adjustments

4

2

6

Transfers between accounts

(5)

(3)

1

5

9

7

Changes in scope of

(1)

1

1

4

5

consolidation

Actuarial (gains)/losses

34

34

recognized in equity

Charges to provisions

24

32

17

31

12

116

Reversals (provisions used)

(10)

(12)

(7)

(26)

(14)

(69)

Reversals (provisions not used)

(13)

(10)

(7)

(3)

(1)

(34)

December 31, 2019

396

182

58

173

48

857

Analysis of principal provisions:

12/31/2019

12/31/2018

Long service awards

85

95

Lump-sum retirement benefits

220

198

Pensions

91

70

Employee benefits

396

363

Disputes with customers

41

41

Disputes with employees

21

22

Disputes with social security bodies

86

82

Disputes with tax authorities

5

5

Disputes with other official bodies

2

Other disputes

27

24

Litigation and claims

182

174

The assumptions used to calculate provisions for long service awards and lump-sum retirement benefits were updated as of December 31, 2019:

  • The discount rate was reduced from 2.10% as of December 31, 2018 to 0.92% as of December 31, 2019.
  • The employee turnover rate for each age bracket was adjusted to reflect the average number of actual leavers (in the case oflump-sum retirement benefits, only voluntary leavers were included).

The impact of the changes in actuarial assumptions was recorded in recognized income and expense (for lump-sum retirement benefits) and in profit or loss (for long service awards).

A decrease of 50 basis points in the discount rate would increase the provision for lump-sum retirement benefits by €15 million. That impact would be recognized in the statement of recognized income and expense.

- 34 -

6.2 - Current provisions

Expected

Project risks

Warranties

Site

Other

Total

losses to

and project

(short term)

rehabilitation

completion

completion

(short term)

December 31, 2017

92

73

41

11

61

278

Translation adjustments

(3)

(3)

Transfers between accounts

(4)

1

1

(2)

Changes in scope of consolidation

8

1

1

(4)

6

Charges to provisions

59

38

16

2

25

140

Reversals (provisions used)

(36)

(15)

(13)

(2)

(20)

(86)

Reversals (provisions not used)

(33)

(18)

(8)

(3)

(62)

December 31, 2018

90

75

38

11

57

271

Translation adjustments

1

1

1

1

4

Transfers between accounts

1

(1)

(1)

2

1

Changes in scope of consolidation

(1)

(1)

(1)

(3)

Charges to provisions

88

41

11

1

55

196

Reversals (provisions used)

(35)

(25)

(9)

(1)

(25)

(95)

Reversals (provisions not used)

(32)

(12)

(4)

(3)

(51)

December 31, 2019

111

80

35

11

86

323

- 35 -

NOTE 7. DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets

December 31, 2017 restated

159

Translation adjustments

(1)

Transfers between accounts & other

(6)

Changes in scope of consolidation

(1)

Net movement

(1)

December 31, 2018 restated

150

Translation adjustments

2

Transfers between accounts & other

1

Changes in scope of consolidation

1

Net movement

(9)

December 31, 2019

145

Deferred tax assets not recognized because recovery is judged not to be probable amounted to €141 million as of December 31, 2019 (€129 million as of December 31, 2018).

The period to recovery of deferred tax assets is in most cases more than four years.

Deferred tax liabilities

December 31, 2017 restated

59

Translation adjustments

Transfers between accounts & other

6

Changes in scope of consolidation

52

Net movement

5

December 31, 2018 restated

122

Translation adjustments

6

Transfers between accounts & other

(8)

Changes in scope of consolidation

2

Net movement

(5)

December 31, 2019

117

Deferred tax liabilities arise mainly from temporary differences between tax and accounting treatments, including fair value remeasurements and differences in depreciation methods.

Principal sources of deferred taxation

12/31/2019

12/31/2018

Deferred tax assets

Employee benefits

73

63

Tax losses

32

48

Remeasurement of financial instruments

4

2

Other temporary differences

25

23

Deferred tax liabilities

Restricted provisions booked solely for tax purposes

(10)

(10)

Non-current assets (IFRS 16, fair value remeasurements)

(92)

(94)

Remeasurement of financial instruments

(4)

(2)

Other temporary differences

(2)

Net deferred tax asset/(liability)

28

28

- 36 -

NOTE 8. NON-CURRENT AND CURRENT DEBT (EXCLUDING LEASE OBLIGATIONS)

8.1 - Interest-bearing debt by maturity December 31, 2018 restated

Maturing

Maturing after more than 1 year

< 1 year

1 to 2

2 to 3

3 to 4

4 to 5 More than

Total >

years

years

years

years

5 years

1 year

12/31/2018

Bank borrowings

39

20

393

14

11

60

498

Other borrowings

7

5

5

Sub-total (1)

46

25

393

14

11

60

503

Overdrafts and short-term bank

borrowings (2)

488

December 31, 2018 restated

534

25

393

14

11

60

503

  1. Of whichinterest-bearing borrowings maturing within less than 1 year: €46 million
  2. Of which invested with Bouygues Relais (Bouygues group cash pooling entity): €405 million

December 31, 2019

Maturing

Maturing after more than 1 year

< 1 year

1 to 2

2 to 3

3 to 4

4 to 5 More than

Total > 1

years

years

years

years

5 years

year

12/31/2019

Bank borrowings

29

326

40

13

8

39

426

Other borrowings

7

4

1

5

Sub-total (1)

36

330

40

13

8

40

431

Overdrafts and short-term bank

borrowings (2)

387

December 31, 2019

423

330

40

13

8

40

431

  1. Of whichinterest-bearing borrowings maturing within less than 1 year: €36 million.
  2. Of which invested with Bouygues Relais: €315 million

8.2 - Confirmed credit facilities and drawdowns

Confirmed facilities - Maturity

Drawdowns - Maturity

Less than

1 to 5

More than

Total

Less than

1 to 5

More than

Total

1 year

years

5 years

1 year

years

5 years

Credit facilities

229

2,532

40

2,801

36

391

40

467

8.3 - Liquidity at December 31, 2019

As of December 31, 2019, available cash stood at €101 million. The Group also had €2,141 million of undrawn confirmed medium-term credit facilities (maturing after more than one year) as of that date, versus €1,895 million as of December 31, 2018.

At the start of 2020, the Colas Group increased its credit facilities maturing after more than one year by €129 million.

The confirmed bank credit facilities contracted by companies under the control of Colas are not subject to any material contractual clauses liable to make them due on demand or before maturity, except for the financing of Colas Canada's acquisition of Miller McAsphalt which is temporarily subject to a financial covenant linked to the debt/EBITDA ratio.

8.4 - Split of current and non-current debt by interest rate type

Fixed-rate debt represented 41% of the total amount of current and non-current debt (including the effect of all open interest rate hedges at the end of the reporting period, and excluding overdrafts and short-term bank loans), compared with 18% at the end of 2018.

- 37 -

The table below gives a maturity analysis of floating-rate debt not hedged by interest rate swaps:

Maturity

Less than 1

1 to 2

2 to 3

3 to 4

4 to 5

More than 5

Total

Floating-rate

year (1)

years

years

years

years

years

2025 and

debt

2020

2021

2022

2023

2024

later

36

195

29

4

1

8

274

  1. Fixed-ratedebt maturing within less than one year is treated as though it were floating-rate.

8.5 - Interest rate risk

The split of financial assets and financial liabilities by type of interest as of December 31, 2019 is shown below:

Floating rate

Fixed rate

Total

Cash and cash equivalents

488

488

Borrowings (1) (2)

(449)

(19)

(468)

Bank overdrafts and short-term bank loans

(387)

(387)

Net pre-hedging position

(348)

(19)

(367)

Interest rate hedges (2)

179

(179)

Net post-hedging position

(169)

(198)

(367)

Adjustment for seasonal nature of operations (3)

(760)

(760)

Adjustment for seasonal nature of interest rate hedges (4)

296

(296)

Net post-hedging position after adjustment

(633)

(494)

(1,127)

  1. Includes the fair value of interest rate swaps recognized in the balance sheet within "Financial instruments - Hedging of debt" (amount immaterial).
  2. Fixed-ratedebt and interest rate hedges maturing within less than one year are treated as though they were floating-rate.
  3. Operations, and cash flows from operations, are subject to marked seasonal fluctuations. This adjustment gives an approximation of the average cash position over the full year, which is used as the basis for analyzing the sensitivity of interest expense to changes in interest rates. It corresponds to the difference between the average cash position over the full year (calculated on the basis of average monthly cash positions) and the net cash position in the balance sheet at December 31.
  4. Colas has adopted a treatment of cyclical interest rate hedges (the notional amount of which varies through the year) that is aligned on debt forecasts. This adjustment enables the average notional amount of these hedges to be taken into account.

The effect of an immediate 1% rise in short-term interest rates on the net post-hedging position as presented above would be to increase the cost of net debt by €6 million.

8.6 - Split of current and non-current debt by currency

Euro

USD (1)

CAD (1)

GBP (1)

Other

Total

currencies (1)

Debt at December 31, 2019

Non-current

42

12

48

305

24

431

Current

330

4

12

10

67

423

Debt at December 31, 2018

Non-current

46

16

382

59

-

503

Current

405

13

5

16

95

534

  1. Equivalent value in euros

- 38 -

NOTE 9. MAIN COMPONENTS OF CHANGE IN NET DEBT

9.1 - Change in net debt

12/31/2018

Cash

Changes in

Translation

Fair value

Other

12/31/2019

restated

flows

scope of

adjustments

adjustments

impacts

consolidation

Cash and cash equivalents

563

(87)

(5)

10

7

488

Overdrafts and short-term bank

(488)

111

(2)

(1)

(7)

(387)

borrowings

Net cash position (A)

75

24

(7)

9

101

Non-current debt (1)

503

(91)

30

(11)

431

Current debt (1)

46

(26)

5

11

36

Financial instruments, net

1

1

Total debt (B)

550

(117)

5

30

468

Net surplus cash/

(475)

141

(12)

(21)

(367)

(net debt) (A) - (B) (2)

  1. Analysis of cash flows impacting debt:

Increases

Decreases

Cash flows

Non-current debt

670

(761)

(91)

Current debt

9

(35)

(26)

(2) See Note 2.15.2.

9.2 - Principal changes in net debt during 2019

12/31/2019

12/31/2018

Net surplus cash/(net debt) at start of period

(475)

433

Net cash generated by/(used in) operating activities

798

447

Net cash generated by/(used in) investing activities

(345)

(978)

Net cash generated by/(used in) financing activities

(48)

(47)

Dividends paid

(183)

(270)

Adjustment for repayments of lease obligations

(88)

(69)

Other (exchange rate fluctuations, changes in scope of consolidation, etc)

(26)

9

Net surplus cash/(net debt) at end of period

(367)

(475)

  1. Mainly comprises for 2019, the effect of exchange rate fluctuations (CAD); and for 2018, reclassification of the net debt of the Smac group (€8 million).

- 39 -

NOTE 10. NON-CURRENT LEASE AND CURRENT LEASE OBLIGATIONS

10.1 - Maturity analysis of lease obligations

Current lease

Non-current lease obligations

obligations

Maturing in less than

1 to 2

2 to 3

3 to 4

4 to 5

5 to 6

6 years

Total maturing

1 year

years

years

years

years

years

& more

after >1 year

12/31/2019

93

85

72

47

41

35

55

335

12/31/2018 restated

74

79

63

48

44

32

51

317

10.2 - Movement in lease obligations

12/31/2018

Translation

Changes in

Cash

New leases, lease

12/31/2019

restated

adjustments

scope of

flows

modifications, and

consolidation

other lease-related

movements

Non-current lease obligations

317

6

4

8

335

Current lease obligations

74

2

9

(88)

96

93

TOTAL LEASE OBLIGATIONS

391

8

13

(88)

104

428

- 40 -

NOTE 11. CURRENT LIABILITIES 11.1 - Current liabilities

12/31/2019

12/31/2018

restated

Current debt (1)

36

46

Current lease obligations

93

74

Current tax liabilities

95

64

Trade payables

2,114

2,115

Customer contract liabilities (2)

863

846

Current provisions (3)

323

271

Other current liabilities, accruals/deferred income and similar:

1,375

1,292

amounts due from employees, social security and government

935

899

other non-financial liabilities

440

393

Overdrafts and short-term bank borrowings

387

488

Financial instruments - Hedging of debt

12

12

Other current financial liabilities

2

1

Total

5,300

5,209

  1. See analysis in Note 8 to the consolidated financial statements.
  2. See analysis below.
  3. See analysis in Note 6.2 to the consolidated financial statements.

11.2 - Customer contract liabilities

12/31/2018

Translation

Changes in

Movements

12/31/2019

adjustments

scope of

arising from

consolidation &

operating

other movements

activities

Advances and down-payments received on

498

(2)

3

(5)

494

orders

Differences relating to percentage of

348

2

20

(1)

369

completion on contracts (1)

Customer contract liabilities

846

23

(6)

863

(1) Primarily deferred income on construction contracts.

- 41 -

NOTE 12. REVENUE AND ORDER BACKLOG

Analysis by type of revenue

2019

2018

Sales of goods

2,561

2,353

Sales of services

377

403

Construction contracts

10,750

10,434

Revenue

13,688

13,190

The amount of revenue recognized on works completed in the previous period is immaterial.

Order backlog

The order backlog represents the amount of work still to be done on projects for which a firm order has been taken, i.e. the contract has been signed and has taken effect (after notice to proceed has been issued and suspensive conditions lifted). The order backlog stood at €9,209 million as of December 31, 2019.

12/31/2018

Translation

Changes in

Movements

12/31/2019

adjustments

scope of

arising from

consolidation

operating activities

Order backlog

8,485

84

(309)

949

9,209

maturing within less than 1 year

5,592

5,820

maturing within 1 to 5 years

2,541

3,011

maturing after more than 5 years

352

378

NOTE 13. OPERATING PROFIT

The breakdown by operating segment of current operating profit and operating profit is presented in note 17.

Analysis of other income and expenses from operations

2019

2018

restated

Profits transferred from/losses transferred to joint operations

41

39

Proceeds from asset disposals

111

180

Reversals of unutilized provisions and impairment

99

145

Other income from operations (1)

396

381

Other income from operations

647

745

Profits transferred to/losses transferred from joint operations

(26)

(25)

Carrying amount of divested assets

(54)

(125)

Other expenses on operations

(73)

(76)

Other expenses on operations

(153)

(226)

(1) Mainly expenses invoiced back to associates in joint ventures and economic interest groupings.

Analysis of other operating income and expenses

2019

2018

Other operating income

Other operating income

Other operating expenses (1)

(28)

(31)

Other operating expenses

(28)

(31)

  1. In 2019: mainly expenses relating to restructuring at Société de la Raffinerie de Dunkerque (SRD). In 2018: expenses relating to restructuring at SRD, andone-off employee "purchasing power" bonuses in France.
    • 42 -

NOTE 14. COST OF NET DEBT AND OTHER FINANCIAL INCOME AND EXPENSES

14.1 - Analysis of cost of net debt

2019

2018

Interest income relating to the net cash position

17

14

Income from short-term investments

1

Financial income

18

14

Interest expense relating to the net cash position

(12)

(17)

Interest expense on debt

(39)

(28)

Financial expenses

(51)

(45)

Cost of net debt

(33)

(31)

14.2 -Other financial income/(expenses), net

2019

2018

Dividends received from non-consolidated companies

3

1

Reversals of financial provisions

8

6

Proceeds from disposals of financial assets

3

1

Other income

8

Other financial income

22

8

Charges to financial provisions

(1)

(3)

Carrying amount of divested financial assets

(7)

(4)

Other expenses

(12)

(3)

Other financial expenses

(20)

(10)

Other financial income/(expenses), net

2

(2)

NOTE 15. INCOME TAX EXPENSE

15.1 -Analysis of income tax expense

2019

2018

Current taxes

(125)

(85)

Deferred taxes

(4)

(6)

Back tax, tax relief, and other taxes not related to profit or loss

(7)

(2)

Taxes on dividends

(5)

(4)

Income tax expense

(141)

(97)

Net change in provisions for income taxes

1

Income tax expense, net

(141)

(96)

15.2 -Tax proof (reconciliation between theoretical and actual income tax expense)

The table shows the reconciling items between theoretical income tax expense, determined using the standard rate of 34.43% applicable to the parent company, Colas SA, and actual income tax expense for the period.

2019

2018

Theoretical income tax expense

(124)

(102)

Impact of reduced or uplifted tax rates

33

33

Recognition of previously unrecognized deferred tax assets

4

4

Unrecognized deferred tax assets (1)

(42)

(53)

Taxes not related to profit or loss

(12)

(5)

Effect of French tax credits (CICE and CIR)

2

20

Effect of other permanent differences (2)

(2)

7

Actual income tax expense

(141)

(96)

  1. Recovery judged too remote.
  2. Of which impact of future enacted tax rates in 2018: France-€1 million, United States +€12 million.
    • 43 -

NOTE 16. BASIC AND DILUTED EARNINGS PER SHARE

In accordance with IFRS 5, "Non-current Assets Held for Sale and Discontinued Operations", the classification of the Smac group as a held-for-sale operation as of December 31, 2018 (see Note 1.2.2) does not alter the presentation of income and expenses in the consolidated income statement. Consequently, the distinction between "Net profit/(loss) from continuing operations" and "Net profit/(loss) from discontinued and held-for-sale operations" is irrelevant for the Colas Group in 2018 and 2019.

Basic earnings per share is obtained by dividing net profit attributable to the Group for the period by the number of shares outstanding as of December 31, excluding own shares held.

2019

2018

Net profit attributable to the Group (€)

260,762,000

226,069,000

Number of shares outstanding

32,634,183

32,635,406

Basic earnings per share (€)

€7.99

€6.93

Diluted earnings per share is obtained by dividing net profit attributable to the Group for the period by the number of shares outstanding as of December 31 plus outstanding stock subscription options.

As there are no longer any stock subscription options outstanding, diluted earnings per share is the same as basic earnings per share.

Diluted earnings per share (€)

€7.99

€6.93

2019

2018

Dividend per share (€)

Interim dividend

-

-

Final dividend

€6.40

€5.55

Total net dividend

€6.40

€5.55

2019

2018

Total dividend payout (€ million)

Interim dividend

-

-

Final dividend

209

181

Total net dividend

209

181

The total dividend to be paid in respect of the 2019 financial year will be submitted for approval at the Annual General Meeting of the shareholders on April 22, 2020.

- 44 -

NOTE 17. SEGMENT INFORMATION & OTHER FINANCIAL INDICATORS

IFRS 8, "Operating Segments", requires operating segments to be identified on the basis of internal reports that are reviewed by the entity's chief operating decision maker in order to allocate resources to the segment and assess its performance.

Determination of operating segments

The operating activities of the Colas Group are structured as follows:

  • Roads Mainland France: consists of the Roads business and Road Safety & Signaling activities in mainland France.
  • Roads Europe: consists of the Roads business in Europe, excluding France.
  • Roads North America: consists of the Roads business in the United States and Canada.
  • Roads Rest of the World: consists of the Roads business in Africa, the Maghreb, the Indian Ocean, French overseas departments and territories, Asia/Australia, Latin America and the Middle East.
  • Railways and other activities: consists of the Group's activities in Railways and Water & Energy Transport around the world.
  • Holding company: consists of activities carried out at Colas corporate headquarters.

Operating segment information is compiled using the same accounting policies as used in the preparation of the consolidated financial statements, as described in the notes to the financial statements.

Information about principal customers

Roads

Railways and

Total

other activities

Public sector customers

59%

72%

61%

Private sector customers and individuals

41%

28%

39%

No customer individually represents more than 10% of revenue.

- 45 -

17.1 - Segmental analysis

Income statement by operating segment

Roads

Roads

Roads

Roads

Railways

Holding

Total

Mainland

North

Rest of the

and other

Europe

company

Group

France

America

World

activities

2018 restated

Construction contracts and services

4,464

1,541

2,371

892

1,547

22

10,837

Sales of goods

585

299

970

373

124

2

2,353

Revenue

5,049

1,840

3,341

1,265

1,671

24

13,190

Profit before depreciation and

352

109

280

106

32

23

902

amortization

Net depreciation and amortization

expense on property, plant and

(142)

(48)

(147)

(53)

(49)

(22)

(461)

equipment and intangible assets

Net amortization expense on right of

(17)

(6)

(19)

(5)

(16)

(5)

(68)

use of leased assets

Current operating profit/(loss)

193

55

114

48

(33)

(4)

373

Current operating profit/(loss) after

188

54

111

47

(35)

(5)

360

Leases (1)

Other operating income and expenses

(5)

(26)

(31)

Operating profit/(loss)

193

55

114

43

(33)

(30)

342

Operating profit/(loss) after Leases

188

54

111

42

(35)

(31)

329

(1)

Cost of net debt

(1)

(1)

(22)

(2)

(8)

3

(31)

Interest expense on lease obligations

(5)

(1)

(3)

(1)

(2)

(1)

(13)

Other financial income/(expenses), net

1

(1)

(1)

(1)

(2)

Income tax

(50)

(10)

(14)

(19)

(9)

6

(96)

Share of net profits/(losses) of joint

4

9

3

11

1

28

ventures and associates

Net profit/(loss)

142

52

78

31

(52)

(23)

228

2019

Construction contracts and services

4,862

1,537

2,471

935

1,290

32

11,127

Sales of goods

617

332

1,084

415

107

6

2,561

Revenue

5,479

1,869

3,555

1,350

1,397

38

13,688

Profit before depreciation and

369

112

303

98

63

40

985

amortization

Net depreciation and amortization

expense on property, plant and

(152)

(53)

(149)

(46)

(40)

(22)

(462)

equipment and intangible assets

Net amortization expense on right of

(17)

(6)

(29)

(9)

(24)

(5)

(90)

use of leased assets

Current operating profit/(loss)

200

53

125

43

(1)

13

433

Current operating profit/(loss) after

196

52

121

42

(4)

11

418

Leases (1)

Other operating income and expenses

(13)

(1)

(14)

(28)

Operating profit/(loss)

187

53

125

43

(2)

(1)

405

Operating profit/(loss) after Leases

183

52

121

42

(5)

(3)

390

(1)

Cost of net debt

(2)

(25)

(4)

(5)

3

(33)

Interest expense on lease obligations

(4)

(1)

(4)

(1)

(3)

(2)

(15)

Other financial income/(expenses), net

1

1

2

Income tax

(69)

(10)

(27)

(17)

(14)

(4)

(141)

Share of net profits/(losses) of joint

5

3

2

32

1

43

ventures and associates

Net profit/(loss)

117

46

71

53

(22)

(4)

261

(1) After charging interest expense on lease obligations

- 46 -

Segmental assets and liabilities

Roads

Roads

Roads

Roads

Railways

Holding

Total

Mainland

North

Rest of the

and other

Europe

company

Group

France

America

World

activities

December 31, 2018

Segmental assets

2,961

1,157

2,387

1,398

1,721

449

10,073

Segmental liabilities

2,380

756

1,285

857

1,299

699

7,276

Capital expenditure (1)

127

49

130

49

(71)

16

300

December 31, 2019

Segmental assets

2,926

1,210

2,427

1,554

1,372

460

9,949

Segmental liabilities

2,336

788

1,244

991

983

698

7,040

Capital expenditure (1)

140

44

64

49

16

24

337

  1. Acquisitions of property, plant and equipment and intangible assets, net of disposals

17.2 - Revenue by geographical area

France

Europe

North

Rest of the

Total Group

(excl. France)

America

World

2018

Roads

5,426

1,882

3,343

844

11,495

Railways and other activities

1,013

462

3

193

1,671

Holding company

21

3

24

Total

6,460

2,344

3,346

1,040

13,190

2019

Roads

5,901

1,916

3,557

879

12,253

Railways and other activities

660

569

7

161

1,397

Holding company

35

3

38

Total

6,596

2,485

3,564

1,043

13,688

17.3 - Assets and liabilities by geographical area

France

Europe

North

Rest of the

Total Group

(excl. France)

America

World

December 31, 2018 restated

Non-current assets

1,928

727

1,437

470

4,562

Current assets

2,541

908

949

774

5,172

Held-for-sale assets

339

339

Total assets

4,807

1,636

2,386

1,244

10,073

Non-current liabilities

763

275

631

65

1,734

Current liabilities

3,005

800

653

751

5,209

Liabilities related to held-for-sale assets

333

333

Total liabilities

4,101

1,075

1,284

816

7,276

Net assets

706

561

1,102

428

2,797

December 31, 2019

Non-current assets

1,867

787

1,461

512

4,627

Current assets

2,614

916

966

826

5,322

Total assets

4,481

1,703

2,427

1,338

9,949

Non-current liabilities

773

305

566

96

1,740

Current liabilities

2,990

819

678

813

5,300

Total liabilities

3,763

1,124

1,244

909

7,040

Net assets

718

579

1,183

429

2,909

- 47 -

17.4 - Other indicators

12/31/2019

12/31/2018

Current operating profit after Leases (1)

418

360

Net depreciation and amortization expense on property, plant and

462

461

equipment and intangible assets

Net charges to provisions & impairment losses

151

100

Reversals of impairment losses and of unused provisions & other

(99)

(145)

items

EBITDA after Leases

932

776

(1) After charging interest expense on lease obligations.

12/31/2019

12/31/2018

Cash flow after cost of net debt, interest expense on lease obligations and

780

698

income taxes paid (I)

Changes in working capital requirements related to operating activities,

(30)

(295)

including current impairment and provisions (II)

Acquisitions of property, plant and equipment and intangible assets, net of

(321)

(288)

disposals (III)

Change in current and non-current lease obligations (IV)

(88)

(69)

Free cash flow after changes in working capital requirements

341

46

(I)+(II)+(III)+(IV)

- 48 -

NOTE 18. FINANCIAL INSTRUMENTS

The tables below show aggregate notional amounts for each type of financial instrument used, split by final maturity (for interest rate hedges) and by currency (for currency hedges).

All open derivative positions were contracted for hedging purposes.

Hedges of interest rate risk

Interest rate swaps

Maturity

Total

Total

Less

than

1

1 to 5 years

More than 5

12/31/2019

12/31/2018

year

years

On financial assets

-

-

-

-

-

On financial liabilities

-

84

49

134

57

Interest rate options

Maturity

Total

Total

Less

than

1

1 to 5 years

More than 5

12/31/2019

12/31/2018

year

years

On financial assets

-

-

-

-

-

On financial liabilities

-

45

0

45

0

To ensure that the City of Portsmouth (UK) can pay a fixed monthly fee under the 25-year urban road network upgrade and maintenance contract, Colas contracted an interest rate swap maturing in January 2028.

This swap (receive floating rate, pay fixed rate) has a nominal amount perfectly aligned on the drawdown and repayment profile of the non-recourse loan financing the contract, such that the fixed cost of the loan is matched with the monthly fee received. As of December 31, 2019, the swap had a notional amount of €46 million (£39 million).

Most of the interest rate hedges contracted by the Colas Group are cyclical swaps (pay fixed rate) and collars, which are used to hedge the seasonal profile of the Group's debt. The average amount of the swaps over the life of the instruments is €242 million (notional amount: €75 million as of December 31, 2019), and they mature on December 31, 2020. The average amount of the collars over the life of the instruments is €143 million (notional amount: €45 million as of December 31, 2019), and they mature on December 31, 2020.

Hedges of foreign exchange risk

HUF (1)

GBP (1)

USD (1)

Other items

12/31/2019

12/31/2018

(1)

Forward purchases

136

0

96

38

270

306

Forward sales

0

58

29

25

112

110

(1) Equivalent value in euros

Hedges of commodities risk

12/31/2019

12/31/2018

Forward purchases

1

2

Forward sales

0

1

Market value of hedging instruments

The hedging portfolio was valued by an independent valuer using standard market practice.

As of December 31, 2019, the hedging instruments portfolio had a negative market value (net present value) of €13 million, including accrued interest. That amount mainly reflects the net present value of interest rate swaps that partially hedge the Group's debt, -€11 million of which are fair value hedges and -€2 million are cash flow hedges. The market value of other instruments (hedges of a net investment in a foreign operation, or not part of a hedging relationship) was immaterial at the end of the reporting period.

The negative market value of the interest rate swap contracted for the City of Portsmouth contract (€11 million, including accrued interest) is entirely offset by the €11m positive market value of the derivative embedded in the fixed contractual fee paid by the customer.

- 49 -

Consequently, after taking account of the derivative embedded in the fixed contractual fee paid by the City of Portsmouth, the financial instruments portfolio has a negative market value of €2 million (including accrued interest), presented in the balance sheet as follows:

2019

2018

Restated

Financial instruments - Hedging of debt

11

11

Other current financial assets

1

3

Total financial instruments recognized as assets (a)

12

14

Financial instruments - Hedging of debt

(12)

(12)

Other current financial liabilities

(2)

(1)

Total financial instruments recognized as liabilities (b)

(14)

(13)

Net value of financial instruments (a)-(b)

(2)

1

In the event of a +1% movement in the yield curve, the negative market value of the hedging instruments portfolio (including accrued interest) would reduce from €13 million to €7 million; in the event of a -1% movement, it would increase to €20 million.

In the event of a uniform 1% adverse movement in the exchange rate of the euro against all the other currencies, the hedging instruments portfolio would still have a negative market value of €13 million (including accrued interest).

In the event of a uniform 1% adverse movement in commodity prices, the hedging instruments portfolio would still have a negative market value of €13 million (including accrued interest).

NOTE 19. OFF BALANCE SHEET COMMITMENTS

This note supplements the disclosures provided in Notes 3, 4 and 8 to the consolidated financial statements.

No material off balance sheet commitments have been omitted from this disclosure, in accordance with applicable accounting standards.

19.1 - Guarantee commitments

Maturity

Less than

1 to 5

More than

Total

Total

1 year

years

5 years

12/31/2019

12/31/2018

Commitments given

Guarantees and endorsements

150

40

34

224

63

Miscellaneous contractual commitments

40

47

98

185

124

Commitments received

Contractual obligations

-

-

-

-

-

Collateral given

Mortgages and pledges

9

53

12

74

85

19.2 - Other commitments

Colas has issued guarantees for the 2019 financial year under the terms of Article 17 of the Companies (Amendment) Act 1986 of Ireland in favor of the following companies: Colas Teoranta, Road Maintenance Services Ltd, Colas Building Products Ltd, Cold Chon (Galway) Ltd, Colfix (Dublin) Ltd, Road Binders Ltd, Chemoran Ltd, Atlantic Bitumen Company Ltd, and Georgevale Ltd.

- 50 -

NOTE 20. EMPLOYEE BENEFIT OBLIGATIONS

20.1 - Average headcount

The Group had an average headcount of 59,853 in 2019, compared with 61,514 in 2018.

20.2 - Employee benefit obligations

12/31/2018

Movements

12/31/2019

restated

during 2019

Lump-sum retirement benefits

198

22

220

Long service awards and other benefits

95

(10)

85

Other post-employment benefits (pensions,

70

6

76

including plan assets)

Total

363

18

381

20.3 - Employee benefit obligations and post-employment benefit obligations (excluding long service awards)

20.3.1 - Defined-contribution plans

20192018

Amount recognized as an expense

859

871

Defined-contribution plan expense consists of contributions to:

  • health insurance funds;
  • pension funds (compulsory and supplementary schemes);
  • unemployment insurance funds.

20.3.2 - Defined-benefit plans

Lump-sum retirement benefits

Pensions (1)

2019

2018

2019

2018

Present value of obligation

220

198

649

423

Fair value of plan assets (dedicated funds)

(573)

(370)

Net liability recognized (a)

220

198

76

53

Ratio of plan assets to present value of obligation

88%

87%

(a) Includes overfunded plans, recognized as an asset in the balance sheet:

15

17

(1) These pension plans are managed by independent fund managers.

Lump-sum retirement benefits

Pensions

2019

2018

2019

2018

January 1

198

228

53

89

Current service cost

3

(1)

3

14

Interest expense on the obligation

3

3

1

Expected return on plan assets

(2)

Total expense recognized

6

2

4

12

Translation adjustments

3

(1)

Transfers between accounts & other

1

(5)

(11)

Changes in scope of consolidation

(13)

Actuarial gains and losses recognized in equity (1)

15

(19)

21

(36)

December 31

220

198

76

53

(1) Total actuarial loss recognized in equity in 2019: €36 million.

- 51 -

20.3.3 - Main actuarial assumptions used for lump-sum retirement benefits, pensions and long service awards

2019

2018

Discount rate for lump-sum retirement benefits and long

service awards: IBoxx € Corporate A10 (1)

0.9221%

2.1042%

Discount rate for pensions (2)

0.20% to 3.10%

0.75% to 3.70%

Life table - women

INSEE 2012-2014 Women

INSEE 2012-2014 Women

Life table - men

INSEE 2012-2014 Men

INSEE 2012-2014 Men

Age on retirement: managerial grades

65

65

Age on retirement: technical, supervisory & clerical staff,

and site workers

63

63

Salary inflation rate

0.50% to 4.00%

0.50% to 4.00%

  1. A reduction of 50 basis points in the discount rate applied would increase the obligation by €15 million. The resulting actuarial loss would be recognized in "Other recognized income and expense".
  2. A reduction of 20 basis points in the discount rate applied would increase the obligation by €20 million on December 31, 2019. The resulting actuarial loss would be recognized in "Other recognized income and expense".

20.3.4 - Share-based payment

In 2019, options to subscribe for new Bouygues shares were awarded by Bouygues to certain employees of Colas and its subsidiaries. The amount of the resulting employee benefit is immaterial.

- 52 -

NOTE 21. DISCLOSURES ON RELATED PARTIES AND REMUNERATION OF DIRECTORS AND SENIOR EXECUTIVES

Identity of related parties:

Parties with an ownership interest: Joint ventures and joint operations: Associates:

Other related parties:

Bouygues and its subsidiaries, equity investees and associates. Carrières Roy, and various immaterial joint ventures.

Tipco Asphalt, Mak Mecsek and various immaterial associates. Colas Foundation, and various non-consolidated companies.

Analysis of transactions with related parties

Expenses

Income

Receivables

Payables

2019

2018

2019

2018

2019

2018

2019

2018

Parties with an ownership interest

67

65

66

65

58

70

340

441

Joint ventures and joint operations

54

62

116

99

84

46

54

43

Associates

6

14

19

3

4

9

11

Other related parties

39

29

66

65

17

22

7

3

Total

160

162

262

248

162

142

410

498

Due within less than 1 year

410

496

Due within 1 to 5 years

-

2

Due after more than 5 years

-

-

Remuneration and benefits awarded to senior executives

The senior executives covered by this disclosure are the members of the Management Committee.

In 2019, the Management Committee had 6 members until May 14, then 5 until December 31 (the Chief Executive Officer, and four salaried executives).

Direct remuneration

The total amount of direct remuneration paid to the Management Committee in 2019 was €8.9 million (versus €6.7 million in 2018).

Post-employment benefits

Chairman and CEO: top-up pension scheme based on 0.92% of their reference salary for each year's scheme membership, capped at eight times the annual social security ceiling. Management of the scheme is contracted out to an insurance company.

Other senior executives: employer contributions into a top-updefined-contribution pension scheme (4% of the executive's total remuneration).

Share-based payment

The benefit arising from awards of Bouygues shares to senior executives in 2019 is immaterial.

Directors' remuneration (formerly "Directors' fees")

The gross amount of remuneration paid by Colas and by companies in its scope of consolidation of Directors of Colas during 2019 in respect of the 2018 financial year was €217,119.

- 53 -

NOTE 22. ADDITIONAL CASH FLOW STATEMENT INFORMATION

22.1 - Determination of changes in working capital requirements related to operating activities

Changes in working capital requirements include movements in current provisions recognized in the balance sheet.

12/31/2019 12/31/2018 restated

Assets

Inventories

20

(109)

Advances and down-payments made on orders

(3)

(23)

Trade receivables / Customer contract assets

(153)

(214)

Other current receivables and current financial assets

(32)

4

Sub-total: assets (1)

(168)

(342)

Liabilities

Advances and down-payments received on orders

3

68

Trade payables / Customer contract liabilities

(4)

76

Current provisions

51

(6)

Other current liabilities and current financial liabilities

88

(91)

Sub-total: liabilities (2)

138

47

Changes in working capital requirements related to operating activities

(30)

(295)

(1) (Increase)/Decrease

(2) Increase/(Decrease)

22.2 - Net cash flows resulting from acquisitions and divestments of subsidiaries or activities.

The principal acquisitions and divestments in the period were Skanska (Poland), Asfalcura (South America) and Smac (France).

12/31/2019

12/31/2018

restated

Non-current assets

(62)

(707)

Current assets

(15)

(648)

Non-current liabilities

3

67

Current liabilities

16

481

Cash

26

6

Net acquisition/divestment cost

(32)

(801)

Cash of acquired or divested companies

(7)

78

Net liabilities related to acquisition of shares

(2)

3

Net cash inflow/(outflow) from acquisitions and divestments of subsidiaries

(41)

(720)

- 54 -

NOTE 23. AUDITORS' FEES

The table below shows fees for auditors (and member firms of their networks) responsible for the audit of the consolidated financial statements of the Colas Group (parent company and subsidiaries).

Mazars

PwC

KPMG

2019

2018

2019

2018

A - Audit:

Colas SA

0.3

0.3

0.2

0.3

Subsidiaries

4.2

3.7

2.2

3.4

Sub-total

4.5

4.0

2.4

3.7

B- Non-Audit Services (1)

0.4

1.8

Total

4.5

4.0

2.8

5.5

  1. "Non-AuditServices": In 2019, fees for PwC relating to tax-related services provided to subsidiaries outside of France; in 2018, fees for KPMG relating to procedures performed in connection with the acquisition of the Miller McAsphalt group and the divestment of Smac.

- 55 -

NOTE 24. IMPACTS OF FIRST-TIME APPLICATION OF IFRS 16, "LEASES" AND IFRIC 23, "UNCERTAINTY OVER INCOME TAX TREATMENTS"

This note presents the effects of first-time application of IFRS 16 and IFRIC 23 on the consolidated financial statements and key performance indicators of the Colas Group.

IFRS 16

The Colas Group has applied IFRS 16 with effect from January 1, 2019, with retrospective application and presentation of a comparative year. For lessees, IFRS 16 ends the distinction previously made between operating leases and finance leases. Lessees are required to account for all leases with a term of more than one year in a manner similar to that previously specified for finance leases under IAS 17, involving the recognition of an asset for the rights, and a liability for the obligations, arising under the lease.

The Group has elected to apply the practical expedients permitted by IFRS 16 to exclude leases where the as-new value of the underlying asset is less than €5,000, and assets where the lease term is reasonably certain to be less than twelve months. Such leases are recognized in profit or loss as and when lease payments are made. The Group has also elected to account for each lease component separately, distinguishing the lease components from the non-lease (service) components.

As permitted by IFRS 16, the Colas Group has not elected to apply the standard to leases of intangible assets.

The impacts on the balance sheet as of December 31, 2017 (restated for IFRS 9), and on the financial statements as of December 31, 2018, are presented below; they relate mainly to the recognition of a right-of-use asset and a lease obligation, primarily in respect of property and equipment leases. The lease term used is the non-cancellable period of the lease, plus any extension options that the Group is reasonably certain to exercise. In the case of leases of property in France, the lease term is generally nine years. Given the absence of significant initial direct costs, the right-of-use asset equates to the present value of the future lease payments; it is amortized, and written down by means of an impairment allowance if there is an indication that it may have become impaired.

The amounts of finance lease assets and liabilities previously classified as property, plant and equipment and as debt have been reclassified to "Right of use of leased assets" and "Lease obligations" respectively. Deferred taxes have been recognized on the difference between right-of-use assets and lease obligations falling within the scope of IFRS 16, as was previously the case with finance leases.

IFRS 16 has the effect of reducing consolidated shareholders' equity as of December 31, 2018 by €22 million, net of deferred taxes. As of December 31, 2017, the impact was a reduction in shareholders' equity of €23 million, net of deferred taxes.

First-time application of IFRS 16 did not alter the conclusions of the goodwill impairment tests conducted as of December 31, 2018.

IFRIC 23

The Colas Group has applied IFRIC 23 retrospectively with effect from January 1, 2019, with no restatement of prior period comparatives on first-time application. First-time application has no impact on consolidated shareholders' equity, and results in provisions for risks that relate to corporate income taxes being reclassified as tax liabilities. The impact of IFRIC 23 on the balance sheet as of December 31, 2018 is presented below.

- 56 -

24.1 - Simplified balance sheet at December 31, 2017, restated for IFRS 16

Consolidated balance sheet

2017 (a)

Impacts of

2017

IFRS 16

restated

Assets

Property, plant and equipment and intangible assets

2,491

(19)

2,472

Right of use of leased assets

241

241

Goodwill

512

512

Non-current financial and tax assets

747

5

752

Non-current assets

3,750

227

3,977

Current assets

4,168

4,168

Cash and cash equivalents

680

680

Financial instruments - Hedging of debt

14

14

Current assets

4,862

4,862

Held-for-sale assets and operations

Total assets

8,612

227

8,839

Liabilities and shareholders' equity

Shareholders' equity attributable to the group

2,797

(23)

2,774

Non-controlling interests

30

30

Shareholders' equity

2,827

(23)

2,804

Non-current debt

126

(9)

117

Non-current lease obligations

202

202

Non-current provisions

884

884

Other non-current liabilities and non-current tax liabilities

60

(1)

59

Non-current liabilities

1,070

192

1,262

Current debt

40

(5)

35

Current lease obligations

63

63

Current liabilities

4,580

4,580

Overdrafts and short-term bank borrowings

80

80

Financial instruments - Hedging of debt

15

15

Current liabilities

4,715

58

4,773

Liabilities related to held-for-sale operations

325

8

333

Total liabilities and shareholders' equity

8,612

227

8,839

(a) The balance sheet as of December 31, 2017 was restated for the effects of first-time application of IFRS 9.

24.2 - Simplified consolidated financial statements as of December 31, 2018, restated for IFRS 16 and IFRIC 23

A detailed analysis of these impacts is provided in Note 26 to the Colas Group's consolidated financial statements for the year ended December 31, 2018.

Consolidated balance sheet

2018

Impacts of

Impacts of

2018

published

IFRS 16

IFRIC 23

restated

Assets

Property, plant and equipment and intangible assets

2,832

(50)

2,782

Right of use of leased assets

370

370

Goodwill

674

674

Non-current financial and tax assets

731

5

736

Non-current assets

4,237

325

4,562

Current assets

4,598

4,598

Cash and cash equivalents

563

563

Financial instruments - Hedging of debt

11

11

Current assets

5,172

5,172

Held-for-sale assets and operations

331

8

339

Total assets

9,740

333

10,073

Liabilities and shareholders' equity

Shareholders' equity attributable to the Group

2,790

(22)

2,768

Non-controlling interests

29

29

Shareholders' equity

2,819

(22)

2,797

Non-current debt

533

(30)

503

Non-current lease obligations

317

317

Non-current provisions

804

(12)

792

Other non-current liabilities and non-current tax liabilities

124

(2)

122

Non-current liabilities

1,461

285

(12)

1,734

Current debt

58

(12)

46

Current lease obligations

74

74

Current liabilities

4,577

12

4,589

Overdrafts and short-term bank borrowings

488

488

Financial instruments - Hedging of debt

12

12

Current liabilities

5,135

62

12

5,209

Liabilities related to held-for-sale operations

325

8

333

Total liabilities and shareholders' equity

9,740

333

10,073

- 57 -

Consolidated income statement

2018

Impacts of

Impacts of

2018

published

IFRS 16

IFRIC 23

restated

13,190

13,190

Revenue

Other revenues from operations

Purchases used in production

(6,260)

(6,260)

Personnel costs

(3,525)

(3,525)

External charges

(2,849)

77

(2,772)

Taxes other than income tax

(167)

(167)

Net depreciation and amortization expense on property, plant and equipment and

(461)

(461)

intangible assets

Net amortization expense on right of use of leased assets

(68)

(68)

Charges to provisions and impairment losses, net of reversals due to utilization

(100)

(100)

Change in production inventories

17

17

Other income from operations

740

5

745

Other expenses on operations

(226)

(226)

Current operating profit/(loss)

359

14

373

Other operating income

Other operating expenses

(31)

(31)

Operating profit/(loss)

328

14

342

Financial income

14

14

Financial expenses

(45)

(45)

Income from net surplus cash/(Cost of net debt)

(31)

(31)

Interest expense on lease obligations

(13)

(13)

Other financial income

8

8

Other financial expenses

(10)

(10)

Income tax

(96)

(96)

Share of net profits/(losses) of joint ventures and associates

28

28

Net profit/(loss)

227

1

228

Net profit/(loss) attributable to the Group

227

227

Net profit/(loss) attributable to non-controlling interests

1

1

Basic earnings per share (€)

6.93

6.93

Diluted earnings per share (€)

6.93

6.93

Consolidated cash flow statement

2018

Impacts of

Impacts of

2018

published

IFRS 16

IFRIC 23

restated

Consolidated net profit/(loss)

227

1

228

Net charges to amortization and impairment expense and other adjustments to right of

68

68

use of leased assets

Cash flow after cost of net debt, interest expense on lease obligations and income

629

69

698

taxes paid

Reclassification of cost of net debt and interest expense on lease obligations

31

13

44

Changes in working capital requirements related to operating activities

(295)

(295)

Net cash generated by/(used in) operating activities (a)

365

82

447

Net capital expenditure

(300)

(300)

Acquisitions and disposals of equity investments

(720)

(720)

Other cash flows from investing activities

42

42

Net cash generated by/(used in) investing activities (b)

(978)

(978)

Capital increases/(reductions) paid by shareholders and non-controlling interests and

(3)

(3)

other transactions between shareholders

Dividends paid

(270)

(270)

Change in current and non-current debt

391

391

Repayment of lease obligations

(69)

(69)

Cost of net debt and interest expense on lease obligations

(31)

(13)

(44)

Net cash generated by/(used in) financing activities (c)

87

(82)

5

Other movements (including translation adjustments) (d)

Change in net cash position (a+b+c+d)

(526)

(526)

Net cash position at start of period

600

600

Cash related to held-for-sale operations

1

1

Net cash position at end of period

75

75

- 58 -

NOTE 25. LIST OF PRINCIPAL CONSOLIDATED COMPANIES

Unless indicated as being accounted for by the equity method, all the companies listed are consolidated as subsidiaries.

Company

Registered Office

% interest

2019

2018

France

Mainland France

Colas Centre-Ouest

Nantes

100.0

100.0

Colas Ile-de-France-Normandie

Magny-les-Hameaux

100.0

100.0

Colas Nord - Est

Nancy

100.0

100.0

Colas Rhône-Alpes-Auvergne

Lyon

100.0

100.0

Colas Midi-Méditerranée

Aix-en-Provence

100.0

100.0

Colas Sud-Ouest

Mérignac

100.0

100.0

Aximum

Magny-les-Hameaux

100.0

100.0

Spac

Nanterre

100.0

100.0

Smac

Issy les Moulineaux

-

100.0

Colas Rail

Courbevoie

100.0

100.0

Société de la Raffinerie de Dunkerque

Dunkerque

100.0

100.0

Colas Digital Solutions

Vélizy-Villacoublay

100.0

100.0

French overseas departments

GTOI

Le Port - Réunion Island

100.0

100.0

SCPR

Le Port - Réunion Island

100.0

100.0

Colas Mayotte

Mamoudzou - Mayotte

100.0

100.0

Colas Martinique

Le Lamentin - Martinique

100.0

100.0

Sogetra

Les Abymes - Guadeloupe

100.0

100.0

Ribal Travaux Publics

Cayenne - French Guiana

100.0

100.0

French overseas territories

Société Colas de Nouvelle-Calédonie

Nouméa - New Caledonia

100.0

100.0

Europe (excluding France)

Colas Belgium

Brussels - Belgium

100.0

100.0

Colas Danmark A/S

Glostrup - Denmark

100.0

100.0

Colas Ltd

Rowfant, Crawley - United Kingdom

100.0

100.0

Colas Hungaria

Budapest - Hungary

100.0

100.0

Colas Polska

Sroda Wielkopolska - Poland

100.0

100.0

Colas CZ

Prague - Czech Republic

99.1

99.1

ISK

Kosice - Slovakia

100.0

100.0

Cesty Nitra

Nitra - Slovakia

100.0

100.0

Colas Teoranta

Maynooth - Irish Republic

100.0

100.0

Colas Suisse Holding SA

Lausanne - Switzerland

99.2

99.2

Mak mecsek zrt (equity method)

Budapest - Hungary

30.0

30.0

North America

Colas Canada Inc.

Toronto, Ontario - Canada

100.0

100.0

Colas Inc.

Morristown, New Jersey - United States

100.0

100.0

Africa - Indian Ocean

Colas Gabon

Libreville - Gabon

89.9

89.9

Colas Madagascar

Antananarivo - Madagascar

100.0

100.0

Colas Africa

Cotonou - Benin

100.0

100.0

Transinvest Construction Ltd

Petite Rivière - Mauritius

100.0

100.0

Gamma Materials (equity method)

Beau Bassin - Mauritius

50.0

50.0

Colas du Maroc

Casablanca - Morocco

100.0

100.0

Grands Travaux Routiers

Rabat - Morocco

67.9

67.9

Colas South Africa

Cape Town - South Africa

100.0

100.0

- 59 -

Company

Registered Office

% interest

2019

2018

Asia

Tipco Asphalt (equity method)

Bangkok - Thailand

31.1

31.2

Hincol (equity method)

Mumbai - India

30.0

30.0

Colas Australia Group

Sydney - Australia

100.0

100.0

A full list of companies included in the consolidation is available from Olivier Grevoz.

E-mail:olivier.grevoz@colas.com

NOTE 26. PRINCIPAL EXCHANGE RATES USED FOR TRANSLATION PURPOSES

Convention: 1 euro = x local currency units

Europe

Currency unit

Exchange rate

Average

Exchange rate

Average

12/31/2019

exchange

12/31/2018

exchange

rate

rate

2019

2018

Europe

Croatia

Croatian kuna

7.4395

7.4181

7.4125

7.418

Denmark

Danish krone

7.4715

7.4661

7.4673

7.4532

United Kingdom

Pound sterling

0.8508

0.8777

0.8945

0.8847

Hungary

Forint

330.53

325.2991

320.98

318.9185

Poland

Zloty

4.2568

4.2973

4.3014

4.262

Czech Republic

Czech koruna

25.408

25.6697

25.724

25.6491

Switzerland

Swiss franc

1.0854

1.1125

1.1269

1.155

North America

United States

United States dollar

1.1234

1.1195

1.145

1.1806

Canada

Canadian dollar

1.4598

1.4854

1.5605

1.5292

Other

Australia

Australian dollar

1.5995

1.6108

1.622

1.5796

Morocco

Dirham

10.7279

10.7657

10.9573

11.0831

Thailand

Baht

33.415

34.7566

37.052

38.1624

- 60 -

Attachments

  • Original document
  • Permalink

Disclaimer

Colas SA published this content on 20 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 February 2020 10:02:01 UTC