This half year financial report was drawn up in accordance with Article L.451-1-2(III) of the French Monetary and Financial Code. It includes a business report for the half-year running from January 1, 2014 to June 30, 2014, the consolidated financial statements of the Bureau Veritas Group for the six months ended June 30, 2014, the report prepared by the statutory auditors and the declaration by those responsible for the document.
Bureau Veritas 2014 Half Year Financial Report 1 CONTENTS 1. 2014 half year business report 2 1.1. Preliminary note 2 1.2. Highlights of the period 2 1.3. Change in activity and results 3 1.4. Cash flows and sources of financing 9 1.5. Risk factors for the remaining six months of the financial year 15 1.6. Related-party transactions 16 1.7. Outlook 16 1.8. Events after the end of the reporting period 17 2. 2014 condensed half year consolidated financial statements 18 2.1. Condensed half year consolidated financial statements 18 2.2. Notes to the condensed half year consolidated financial statements 23 Note 1: General information 23 Note 2: First-half 2014 highlights 23 Note 3: Summary of significant accounting policies 24 Note 4: Seasonal fluctuations 25 Note 5: Segment reporting 26 Note 6: Operating income and expense 26 Note 7: Income tax expense 27 Note 8: Goodwill 27 Note 9: Acquisitions and disposals 29 Note 10: Share capital 31 Note 11: Share-based payment 31 Note 12: Financial liabilities 31 Note 13: Contingent liabilities 33 Note 14: Movements in working capital requirement attributable to operations 34 Note 15: Earnings per share 34 Note 16: Dividend per share 35 Note 17: Additional financial instrument disclosures 36 Note 18: Related-party transactions 40 Note 19: Events after the end of the reporting period 40 Note 20: Scope of consolidation 42 2.3. Statutory Auditors review report on the interim financial information (January 1 to June 30, 2014) 53 3. Declaration by the person responsible for the 2014 half year Financial Report 54
Bureau Veritas 2014 Half Year Financial Report 2
1. 2014 HALF YEAR BUSINESS REPORT 1.1. PRELIMINARY NOTE Readers are invited to peruse the information set out herein on the Group's financial position and results together with the Group's consolidated half-year financial statements and the notes to the consolidated half-year financial statements as of June 30, 2014 set out in Chapter 2 of this 2014 half-year financial report, as well as the Group's consolidated financial statements and the notes to the consolidated financial statements as of December 31, 2013 set out in paragraph 4.1 of the 2013 Registration Document.
Pursuant to Regulation (EC) 1606/2002 of July 19, 2002 on the application of international accounting standards, the consolidated accounts of Bureau Veritas for the first half of 2014 (H1 2014) and the first half of 2013 (H1 2013) were drawn up in accordance with IFRS (International Financial Reporting Standards) guidelines, as adopted by the European Union.
1.2. HIGHLIGHTS OF THE PERIOD In the first half of 2014, the Group carried out a number of acquisitions, mainly in North America and South America. These acquisitions have increased the Group's exposure to the petroleum, offshore, automotive and food sectors: Maxxam Analytics (January), the market leader in testing, inspection and certification in Canada; Jyutaku (April), a Japanese company specializing in construction conformity assessment services; Quiktrak (April), a US company specializing in vehicle and agricultural machinery stock audit services; Andes Control (April), a Chilean company specializing in chemical analytical and testing services related to food and environmental safety; DTI (June), a US leader in the inspection of offshore subsea and completion equipment used in drilling operations.
Since the end of the period, the Group has acquired two more companies: Sistema PRI (July), a Brazilian company specializing in project management assistance for construction, infrastructure and energy projects; Analysts Inc. (August), a US company specializing in oil condition monitoring.
The combined annual revenue for the acquired companies is close to EUR 290 million, equivalent to more than 7% of the Group's 2013 revenue.
Bureau Veritas 2014 Half Year Financial Report 3
1.3. CHANGE IN ACTIVITY AND RESULTS (in millions of euros) H1 2014 H1 2013 Change Revenue 1,967.4 1,957.5 +0.5% Purchases and external charges (553.1) (560.4) Personnel costs (1,030.4) (1,018.0) Other expense (105.4) (95.9) Operating profit 278.5 283.1 (1.6)% Net financial expense (40.5) (33.7) Share of profit of associates - (0.1) Profit before income tax 238.0 249.3 (4.5)% Income tax expense (77.1) (73.0) Net profit for the period 160.9 176.3 (8.7)% Minority interests 6.9 6.1 Attributable net profit 154.0 170.2 (9.5)% 1.3.1. REVENUE Revenue for the first half of 2014 (H1 2014) totaled EUR 1,967.4 million, up 0.5% relative to H1 2013. Acquisitions contributed 5.2%. This included the companies acquired in H1 2014, i.e. Maxxam (IVS/Commodities/Consumer Products), Quiktrak and Andes Control (GSIT), DTI (Industry) and Jyutaku (Construction), as well as those acquired in 2013 and consolidated for the full year: Sievert and LVQ-WP (Industry), KBI and CKM (Construction) and OTI (Commodities). Organic growth in H1 2014 was 1.8%. It was 0.9% in the second quarter, a level below the Group's expectations for three reasons: The unfavorable economic climate in Europe, particularly in France, had a stronger than expected impact on the Industry (organic growth at +3.6% in H1 2014), In-Service Inspection & Verification (+3.5%), Construction (+1.7%) and Certification (-1.0%) businesses; Organic growth in the Commodities business was negative in H1 2014, at -1.3%. The good level of growth in Oil & Petrochemicals (+8.9%) and Agriculture (+11.7%) has been more than offset by a lower than expected "seasonal" recovery in the Metals & Minerals business; Toys and textiles testing activities were affected by low levels of demand from US client-retailers. In contrast, the Consumer Products business delivered organic growth of 5.4% in H1 2014, driven by the Electrical & Electronics (+9.6%) segment, which benefited from strong demand for wireless technologies. As expected, there was a further contraction in the Government Services & International Trade (GSIT) business (organic growth of -8.4% in H1 2014). The comparison base is unfavorable owing to two contracts (Angola and Ivory Coast) that came to an end in H2 2013. The verification of conformity activity business has been disrupted recently due to the conflict in Iraq.
The Marine business posted strong organic growth of 7.8% over the period, in both the ships in service and new construction segments.
Bureau Veritas 2014 Half Year Financial Report 4 Currency fluctuations had a negative impact of 6.5%. Most currencies declined in value against the euro, particularly those of Latin American countries (Brazil, Argentina, Colombia, Chile) and other major countries (Australia, Japan, Canada, United States). 1.3.2. OPERATING PROFIT Operating profit for the period was EUR 278.5 million, down 1.6% compared with H1 2013. 1.3.3. ADJUSTED OPERATING PROFIT Adjusted operating profit is defined as operating profit before income and expenses relative to acquisitions and other non-recurring items.
(in millions of euros) H1 2014 H1 2013 Change Operating profit 278.5 283.1 (1.6)% Amortization of acquisition intangibles 30.2 26.4 Goodwill impairment 1.5 - Acquisition-related costs 0.1 (0.1) Disposals and restructuring (0.3) 3.8 Adjusted operating profit 310.0 313.2 (1.0)% Other operating expenses totaled EUR 31.5 million, compared with EUR 30.1 million in H1 2013, and comprised: EUR 30.2 million for the amortization of acquisition intangibles (up from EUR 26.4 million in H1 2013), following the acquisition of Maxxam; EUR 1.5 million for impairment of goodwill relating to the IVS business in Portugal. In H1 2013, the disposal of the infrastructure business in Spain and the related restructuring process generated EUR 3.5 million of exceptional expense. Adjusted operating profit was EUR 310 million, down 1% compared with H1 2013, but up 8% at constant currencies.
The adjusted operating margin was 15.8% in H1 2014, an increase of 10 basis points at constant currencies compared with H1 2013. The negative impact of exchange rates was 30 basis points.
Bureau Veritas 2014 Half Year Financial Report 5 1.3.4. NET FINANCIAL EXPENSE (in millions of euros) H1 2014 H1 2013 Finance costs, gross (38.3) (30.7) Income from cash and cash equivalents 0.7 0.6 Finance costs, net (37.6) (30.1) Foreign exchange gain/(loss) (0.2) (1.2) Interest cost on pension plans (1.6) (1.6) Other (1.1) (0.8) Net financial expense (40.5) (33.7) Net financial expense of EUR 40.5 million in H1 2014 showed an increase on the EUR 33.7 million reported in the year-earlier period. The increase of EUR 6.8 million mainly related to the higher finance costs after additional debt was taken on to fund new acquisitions, although the average interest rate fell. 1.3.5. INCOME TAX EXPENSE Consolidated income tax expense stood at EUR 77.1 million in H1 2014, compared with EUR 73 million in H1 2013. The effective tax rate (ETR), calculated by dividing income tax expense by the pre-tax profit, worked out at 32.4% in H1 2014, compared with 29.3% in H1 2013. The adjusted effective tax rate stood at 31.6%. The increase relative to the previous year is mainly attributable to the increase in taxes payable in France. 1.3.6. ATTRIBUTABLE NET PROFIT Net profit attributable to owners of the Company was EUR 154.0 million. Earnings per share stood at EUR 0.35 in H1 2014, compared with EUR 0.39 in H1 2013. 1.3.7. ATTRIBUTABLE ADJUSTED NET PROFIT Attributable adjusted net profit is defined as attributable net profit adjusted for other operating expenses after tax. Change in adjusted net profit (in millions of euros) H1 2014 H1 2013 Attributable net profit 154.0 170.2 EPS (a) (EUR per share) 0.35 0.39 Other operating expenses 31.5 30.1 Tax effect on other operating expenses (b) (8.0) (7.8) Attributable adjusted net profit 177.5 192.5 Adjusted EPS (a) (EUR per share) 0.41 0.44 (a) Calculated using the weighted average number of shares of 437,061,389 in H1 2014 and 438,925,614 in H1 2013 (b) Calculated using a specific tax rate for each adjustment
Adjusted net profit attributable to owners of the Company was EUR 177.5 million. Adjusted earnings per share was EUR 0.41 in H1 2014.
Bureau Veritas 2014 Half Year Financial Report 6 1.3.8. RESULTS BY BUSINESS Change in revenue by business for the first half of the year (in millions of euros) 2014 (a) 2013 (b)
% growth Total Organic Scope Forex Marine 150.3 145.3 +3.4% +7.8% - (4.4)% Industry 458.8 465.6 (1.5)% +3.6% +5.0% (10.1)% IVS 265.5 226.5 +17.2% +3.5% +15.4% (1.7)% Construction 213.6 213.3 +0.1% +1.7% +1.5% (3.1)% Certification 160.4 170.2 (5.8)% (1.0)% - (4.8)% Commodities 330.7 340.8 (3.0)% (1.3)% +7.6% (9.3)% Consumer Products 261.9 249.2 +5.1% +5.4% +4.4% (4.7)% GSIT 126.2 146.6 (13.9)% (8.4)% +2.5% (8.0)% Total first half (H1) 1,967.4 1,957.5 +0.5% +1.8% +5.2% (6.5)% IVS: In-Service Inspection & Verification GSIT: Government Services & International Trade (a) Following a change in consolidation method for two entities, for which the Group has chosen the equity method, revenue for the first quarter of 2014 was restated by EUR -0.4 million. (b) The 2013 figures by business have been restated following the reclassification of the activity of two food analysis l aboratories from the IVS to the Consumer Products business. Change in adjusted operating profit by business for the first half of the year (in millions of euros) Adjusted operating profit Adjusted operating margin 2014 2013 (a) Change 2014 2013 Change (points) Marine 40.2 39.5 +1.8% 26.7% 27.2% (0.5) Industry 67.9 67.9 - 14.8% 14.6% +0.2 IVS 30.3 23.6 +28.4% 11.4% 10.4% +1.0 Construction 27.8 25.4 +9.4% 13.0% 11.9% +1.1 Certification 26.6 30.4 (12.5)% 16.6% 17.9% (1.3) Commodities 36.9 39.7 (7.1)% 11.2% 11.6% (0.4) Consumer Products 59.9 56.7 +5.6% 22.9% 22.8% +0.1 GSIT 20.4 30.0 (32.0)% 16.2% 20.5% (4.3) Total first half (H1) 310.0 313.2 (1.0)% 15.8% 16.0% (0.2) (a) The 2013 figures by business have been restated following the reclassification of the activity of two food analysis laboratories from the IVS business to the Consumer Products business. Marine Organic growth in revenue was 7.8% in the first half of 2014. The ships in service activity (57% of H1 2014 revenue in the division) benefited from growth of 4.5% in the fleet classed by Bureau Veritas. On June 30, 2014, the fleet was made up of 10,688 ships and represented 99.1 million gross tons (GRT). Revenue from the classification and certification of new ships activities (43% of revenue) also rose. The order book totaled GRT 18.2 million (+26% relative to June 30, 2013). New orders remained high, at 5.2 million tons. The adjusted operating margin was 26.7%, compared with 27.2% in H1 2013.
Bureau Veritas 2014 Half Year Financial Report 7 In the second half of the year, the ships-in-service business should continue to grow, despite a tougher comparison base. The visibility on the business in relation to new construction projects has improved as the order book has filled up. The Group will continue its expansion strategy, prioritizing the liquefied natural gas and offshore markets. Industry Revenue rose by 8.6% on a constant currency basis, comprised of organic growth of 3.6% and acquisitions growth of 5.0% (Sievert, LVQ, Carab Tekniva). The performance of this business reflects weak activity levels in four countries: France, Colombia, South Africa and Kazakhstan, which represent 20% of revenue and posted a 19% decline on a constant currency basis. Other regions posted growth of 11%, driven by the United States, Asia and the Middle East. The adjusted operating margin was up by 0.2 points, at 14.8%, thanks to an improvement in the activity mix. In the second half of the year, this business should benefit from a pick-up in activity on delayed projects in Kazakhstan and in Colombia, and the start of new contracts. The Group is strengthening its marketing strategy and pursuing its developments in new market segments, such as shale gas, drilling and rail. In-Service Inspection & Verification (IVS) Revenue increased by 18.9% on a constant currency basis, comprising organic growth of 3.5% and acquisitions-related growth of 15.4%, coming from Maxxam's environmental analysis activities. Growth in the Middle East, Latin America and Asia has been strong. It improved in the United States in the second quarter, following the very harsh winter. Growth regions offset the weakness of activity in Europe (72% of revenue for this business in H1 2014). The adjusted operating margin improved by 1 point to 11.4%, thanks to the lean management initiatives rolled out in France. For the rest of the 2014 financial year, growth should continue in the regions undergoing rapid expansion, such as Latin America, the Middle East and Asia. Construction Revenue rose by 3.2% on a constant currency basis, comprised of organic growth of 1.7% and growth related to the acquisitions made in Asia of 1.5%. Activity in Europe, particularly France (51% of revenue) remained in decline. The Group posted double-digit growth in China and the Middle East. It has enjoyed commercial success in fast-growing regions, with a contract to oversee the construction of a metro line in Singapore and for third-party verification of the construction of the metro in Riyadh. The operating margin increased by 1.1 points to 13.0%, thanks to an improvement in the geographical mix and the roll out of lean management in France. The Group does not expect to see improvement in France this year. Growth should come from countries undergoing rapid expansion, notably China (for industrial and commercial facilities) and Brazil (acquisition of Sistema PRI) and the start of new contracts in Singapore and Riyadh. Certification Revenue was down 1.0% on a constant currency basis. The business was impacted by the phasing out of carbon certification under the Kyoto protocol. Activity levels related to conventional QHSE schemes were flat. However, demand was strong for services related to the automotive and aeronautics supply chains, and for second-party audits. The 1.3 point contraction in the adjusted operating margin to 16.6% stemmed from the phasing out of carbon certification. For the rest of the year, this business should benefit from the start of the re-certification cycle for conventional QHSE schemes and continued expansion into new markets (nuclear, timber supply chain, medical equipment).
Bureau Veritas 2014 Half Year Financial Report 8 Commodities Revenue was up by 6.3% on a constant currency basis, comprising organic growth of -1.3% and acquisitions-related growth of 7.6%, coming from the oil activities of Maxxam and OTI in Canada. The Oil & Petrochemicals segment (48% of revenue for this business in H1 2014) is growing strongly in Asia. The Agriculture segment (10% of revenue) benefited from expansion in Canada and the recovery of activity in Eastern Europe. The "seasonal" recovery in the Metals & Minerals business (31% of revenue) was below expectations. The Coal segment (11% of revenue) was impacted by the slowdown in Australia and the strikes affecting the sector in South Africa. The 0.4 point drop in the operating margin to 11.2% was attributable to the Metals & Minerals segment. Visibility on the recovery of the Metals & Minerals segment remains low. Growth in the Oil & Petrochemicals segment should come from new services (marine fuel testing, shale oil) and the expansion of Maxxam's oil sands activities. Consumer Products Revenue was up by 9.8% on a constant currency basis, comprising organic growth of 5.4% and acquisitions-related growth of 4.4%, coming from the food and DNA analysis activities of Maxxam in Canada. Toys testing and Textiles testing were impacted by low levels of demand from US client-retailers. Growth was strong in activities related to wireless/mobile technologies in the Electrical & Electronics products segment, and in audits and inspections in China and south Asia. The food analysis activities also performed well. The adjusted operating margin increased slightly to 22.9%. In the second half of 2014, this business should benefit from new programs in the Textiles segment and growth initiatives in the Smartworld, automotive, telephone accessories and food sectors. Government Services & International Trade (GSIT) Revenue fell by 5.9% on a constant currency basis, comprised of organic decline of 8.4% and acquisitions- related growth of 2.5%, coming from Quiktrak. The comparison base is unfavorable owing to two pre-shipment inspection contracts (Angola and Ivory Coast) that came to an end in H2 2013. Single window contracts are currently being rolled out in Togo and Armenia, in addition to verification of conformity programs in Ivory Coast and in Ghana. Diversification into the automotive sector is also providing a source of growth, with the recovery of the European market and the expansion of Quiktrak in North America. The contraction in the adjusted operating margin of 4.3 points to 16.2% is attributable to the reduction in pre-shipment inspection contract volumes. In the second half of 2014, this division should benefit from a more favorable comparison base and the start of new contracts. Verification and conformity activity could be disrupted by the conflict in Iraq.
Bureau Veritas 2014 Half Year Financial Report 9 1.4. CASH FLOWS AND SOURCES OF FINANCING 1.4.1. CASH FLOWS (in millions of euros) H1 2014 H1 2013 Profit before income tax 238.0 249.3 Elimination of cash flows from financing and investing activities 37.7 31.4 Provisions and other non-cash items 11.3 2.4 Depreciation, amortization and impairment 86.2 73.8 Movements in working capital requirement attributable to operations (95.0) (71.1) Income tax paid (102.1) (64.3) Net cash generated from operating activities 176.1 221.5 Acquisitions of subsidiaries (477.9) (60.2) Proceeds from sales of subsidiaries - 4.3 Purchases of property, plant and equipment and intangible assets (64.4) (71.8) Proceeds from sales of property, plant and equipment and intangible assets 1.2 4.7 Purchases of non-current financial assets (9.0) (8.8) Proceeds from sales of non-current financial assets 3.3 4.1 Net cash used in investing activities (546.8) (127.7) Share capital increase 2.2 1.3 Purchase / sales of treasury shares (25.3) (57.1) Dividends paid (213.6) (207.6) Increase in borrowings and other debt 693.5 258.8 Repayment of borrowings and other debt (52.1) (102.5) Interest paid (41.7) (42.9) Net cash generated from (used in) financing activities 363.0 (150.0) Impact of currency translation differences (3.7) 0.8 Impact of changes in methodology (0.8) - Net decrease in cash and cash equivalents (12.2) (55.4) Net cash and cash equivalents at beginning of period 157.7 234.8 Net cash and cash equivalents at end of period 145.5 179.4 o/w cash and cash equivalents 176.8 226.1 o/w which bank overdrafts (31.3) (46.7) Net cash generated from operating activities Cash flows before changes in working capital requirements (WCR) and income tax paid rose 4.6% to EUR 373.2 million in H1 2014, compared with EUR 356.9 million in H1 2013.
Cash generated from operating activities (operating cash flow) stood at EUR 176.1 million in H1 2014, compared with EUR 221.5 million in H1 2013. This decrease was attributable to the increase in working capital requirements notably attributable to acquisitions, and higher tax payments.
Bureau Veritas 2014 Half Year Financial Report 10 On June 30, 2014, WCR stood at EUR 453.8 million, or 11.1% of revenue over the past 12 months including acquired entities, compared with EUR 361.3 million in June 2013. The deterioration was attributable to acquisitions, currency fluctuations and unfavorable timing effect on certain items. The EUR 37.8 million increase in tax payments was due to the higher rates applicable in France and the extension of payment and refund periods. (in millions of euros) H1 2014 H1 2013 Net cash generated from operating activities 176.1 221.5 Purchases of property, plant and equipment and intangible assets (64.4) (71.8) Proceeds from sales of property, plant and equipment and intangible assets 1.2 4.7 Interest paid (41.7) (42.9) Free cash flow 71.2 111.5 Free cash flow (cash flow available after tax, interest expense and capital expenditure) stood at EUR 71.2 million in H1 2014, compared with EUR 111.5 million in H1 2013. Purchases of property, plant and equipment and intangible assets In general, Bureau Veritas' inspection and certification activities are not particularly capital-intensive, whereas analysis and laboratory testing activities require investment spending. These investments concern the Consumer Products and Commodities businesses and certain customs-based scanner inspection activities (GSIT business). The Group's total capital expenditure (net of disposals) in property, plant and equipment and intangible assets was EUR 63.2 million in H1 2014. The Group's capex-to-revenue ratio stood at 3.2%, slightly below the 2013 level. Interest paid Interest paid fell slightly, to EUR 41.7 million, based on lower interest rates. This does not include interest on the bond issued in January 2014, as the first payment is scheduled for January 2015. Acquisitions of companies A description of the main acquisitions carried out in the first half of the year is set out in paragraph 1.2. Highlights of the period (in millions of euros) H1 2014 H1 2013 Purchase price of acquisitions (493.2) (49.8) Cash and cash equivalents of acquired companies 18.4 4.6 Contingent consideration outstanding at June 30 in respect of acquisitions in H1 2014 5.4 3.5 Purchase price paid in relation to acquisitions in prior periods (7.1) (16.5) Impact of acquisitions on cash and cash equivalents (476.5) (58.2) Acquisition costs (1.4) (2.0) Acquisition of subsidiaries (477.9) (60.2)
After consolidating the debt of the acquired companies (EUR 2.0 million), the financial impact of acquisitions worked out to EUR 479,9 million. Net cash used in financing activities Capital operations (increase, decrease and purchases of own shares) In H1 2014, in order to cover the stock options and performance shares plans, the Company carried out share buybacks net of capital increases of EUR 23.1 million.
Bureau Veritas 2014 Half Year Financial Report 11 Dividends In H1 2014, the item "Dividends paid" mainly comprised dividends paid to shareholders in respect of the 2013 financial year in the amount of EUR 209.5 million (dividend per share of EUR 0.48). Borrowings Net cash from borrowings and other debt was EUR 641.4 million in H1 2014, for the purpose of financing acquisitions. 1.4.2. FINANCING Sources of Group financing At June 30, 2014, the Group's gross financial debt totaled EUR 2,156.1 million, comprising:
Non-bank financing: - the 2008 US Private Placement (EUR 273.4 million); - the 2010 US Private Placement (EUR 184.1 million); - the 2011 and 2014 US Private Placement (EUR 146.4 million); - the 2013 US Private Placement (EUR 54.9 million); - the different tranches of the Schuldschein SSD loan (EUR 193 million); - two bond issues (EUR 1 billion); - commercial paper issues (EUR 160 million). Bank financing: - the 2012 Syndicated Loan (EUR 80 million); - other bank debt and interest (EUR 32.9 million); - bank overdrafts (EUR 31.3 million). The change in the Groups gross debt is shown below: (in millions of euros) June 30, 2014 Dec. 31, 2013 Bank borrowings due after one year 1,933.3 1,407.1 Bank borrowings due within one year 191.5 71.3 Bank overdrafts 31.3 32.9 Gross financial debt 2,156.1 1,511.3 The table below shows the change in cash and cash equivalents and net debt: (in millions of euros) June 30, 2014 Dec. 31, 2013 Marketable securities and similar receivables 8.6 11.2 Cash at bank and on hand 168.2 179.4 Cash and cash equivalents 176.8 190.6 Gross financial debt 2,156.1 1,511.3 Net financial debt 1,979.3 1,320.7 Adjusted net financial debt (after currency hedging instruments as defined in the calculation of banking covenants) totaled EUR 1,985.5 million on June 30, 2014, compared with EUR 1,328.4 million on December 31, 2013. The decrease in the Groups cash and equivalents reflects the more effective centralization, at Company level, of the amounts of cash on hand spread among the subsidiaries, and the favorable changes in regulations in certain countries, notably China. The balance at June 30, 2014 comprises more than 73% of the cash and equivalents located in 65 countries where the establishment of loans or current accounts is difficult or impossible (for example in Brazil, South Korea and India). In these countries, cash is repatriated when dividends are paid or when amounts due under the Groups internal franchise agreements are settled.
Bureau Veritas 2014 Half Year Financial Report 12 Financial ratios The majority of the Group's financings, the main exceptions being the bond issues and the commercial paper program, require compliance with a number of commitments and the following financial ratios: the Interest Cover ratio, defined as consolidated EBITDA (earnings before interest, tax depreciation and amortization) adjusted over the past 12 months for all units acquired, relative to the Group's net financial interest; the Leverage ratio, defined as the consolidated net debt divided by the consolidated EBITDA (earnings before interest, tax, depreciation and amortization) adjusted over the past 12 months for all units acquired. At June 30, 2014, the Group was in compliance with all commitments and financial ratios. Main characteristics of financing US Private Placement 2008 On July 16, 2008, the Group introduced a private placement in the United States (2008 USPP) for USD 266.0 million and GBP 63.0 million. The characteristics of this financing contract (USPP 2008) are the following:
Maturity
Amounts drawn down (in millions of euros) Currency
Amortization
Rate July 2018 142.2 GBP & USD On maturity Fixed July 2020 131.2 GBP & USD On maturity Fixed This issue was carried out in the form of four "senior notes" repayable on maturity. The 2008 Private Placement is 100% drawn down, for an amount of EUR 273.4 million. US Private Placement 2010 The Group confirmed the use of this multi-currency credit line with a US institutional investor in June 2010 after the acquisition of Inspectorate. The terms of the financing contract (USPP 2010) are as follows:
Maturity
Amounts drawn down (in millions of euros) Currency
Amortization
Rate July 2019 184.1 EUR On maturity Fixed On June 30, 2014, the 2010 US Private Placement was 100% drawn down by EUR 184.1 million. US Private Placement 2011 & 2014 In October 2011, the Group set up a three-year, unconfirmed, multi-currency financial line of USD 200 million with an investor. The Group confirmed that it had used part of this line for an amount of USD 100 million in 2011. The remaining USD 100 million was used in May 2014, for a period of eight years.
Maturity
Amounts drawn down (in millions of euros) Currency
Amortization
Rate October 2021 73.2 USD On maturity Fixed May 2022 73.2 USD On maturity Variable
Bureau Veritas 2014 Half Year Financial Report 13 US Private Placement 2013 In October 2013, the Group set up a three-year, unconfirmed, multi-currency financial line of USD 150 million with an investor.
Maturity
Amounts drawn down (in millions of euros) Currency
Amortization
Rate October 2020 54.9 USD On maturity Variable On June 30, 2014, the 2013 US Private Placement was 50% drawn down for an amount of USD 75 million. Schuldschein SSD In 2011 and 2012, the Group put in place Schuldschein private placements in several tranches on the German market for a total of EUR 193 million, repayable on maturity. Margins on the SSD vary depending on the duration of the loans. Unrated bond issues In the first half of 2014, the Group placed a second bond issue for EUR 500 million, maturing in January 2021 (seven-year maturity), with a fixed rate coupon of 3.125%. The first issue was placed in May 2012, for an amount of EUR 500 million, maturing on May 24, 2017 (five- year maturity), with a fixed rate coupon of 3.75%. Commercial paper The Group has implemented a commercial paper program in order to optimize its short-term cash management when possible and to limit the use of other financing sources. Maturities on the commercial paper are less than one year. The maximum amount of this program, which was originally set at EUR 300 million, was increased to EUR 450 million on July 18, 2014. On June 30, 2014, the program's outstanding amount stood at EUR 160 million. 2012 Syndicated Loan On July 27, 2012, the Group set up a new revolving syndicated loan of EUR 450 million for a five-year period. The loan agreement was amended in the first half of 2014, to extend the loan's maturity to April 2019. On June 30, 2014, the 2012 Syndicated Loan had been drawn down in the amount of EUR 80 million.
Commitments given Off-balance sheet commitments can include adjustments and increases in acquisition prices, one-off rental agreement commitments and guarantees and pledges granted.
Bureau Veritas 2014 Half Year Financial Report 14 Guarantees and pledges Guarantees and pledges granted as of June 30, 2014 and for the full-year 2013 are set out below:
Guarantees and pledges include bank guarantees and parent company guarantees: bank guarantees: these essentially include market guarantees like bid bonds as well as performance bonds. Bid bonds enable the beneficiary to protect itself in the event of a withdrawal of a commercial offer, a refusal to sign a contract or a failure to provide the guarantees requested. Performance bonds guarantee the buyer that the Group will meet its contractual obligations as provided under contract. Performance bonds are usually issued at a percentage (around 10%) of the value of the contract; and parent company guarantees: these mainly concern market guarantees that provide assurance to the client that the Group will perform all of its contractual obligations. On June 30, 2014, guarantees and pledges granted broke down as follows:
Adjustments and increases in acquisition prices On June 30, 2014, the Group had no significant off-balance sheet commitment related to external growth (such as adjustments and increases in acquisition prices). Sources of financing anticipated for future investments The Group estimates that its financing needs for operations will be fully covered by its operating cash- flows. As of June 30, 2014, in order to finance acquisitions, the Group had the following resources stemming from: available cash flows after taxes, financial expenses and dividends; cash and cash equivalents. the EUR 264.9 million available in its credit lines: - EUR 210 million from the 2012 Syndicated Loan (available amount of EUR 370.0 million on the 2012 Syndicated Loan less the outstanding amount (EUR 160.0 million) of the commercial paper program), - EUR 54.9 million (USD 75.0 million) from the 2013 US Private Placement, bearing in mind that the use of this amount remains subject to the prior agreement of the investor.
The availability of these sources of financing, with the exception of commercial paper, is subject to compliance with the Company's financial ratios, i.e. the Leverage Ratio and the Interest Cover Ratio (defined above).
(in millions of euros) June 30, 2014 Dec. 31, 2013 Due within 1 year 148.5 111.7 Due between one and five years 105.6 92.1 Due beyond 5 years 63.0 66.1 Total 317.1 269.9 (in millions of euros) June 30, 2014 Dec. 31, 2013 Bank guarantees 149.5 114.3 Parent company guarantees 167.6 155.6 Total 317.1 269.9
Bureau Veritas 2014 Half Year Financial Report 15 1.5. RISK FACTORS FOR THE REMAINING SIX MONTHS OF THE FINANCIAL YEAR Readers are invited to refer to the 2013 Registration Document of the company registered with the French Financial Markets Authority on March 28, 2014 under the number D.14-0231 (paragraph 1.12. Risk Factors).This paragraph includes information concerning the risk factors, the insurance and coverage of the risks as well as the method used for the provisioning of the risks and legal disputes. A detailed description of the financial and market risks for this six-month period is provided in Note 17 of the Notes to the Consolidated Half-Year Financial Statements, presented in Chapter 2 - 2014 Half-Year Consolidated Financial Statements of this Half-Year Financial Report. With the exception of these points, no other risks or concerns are anticipated other than those presented in these documents. Legal, administrative, government and arbitrage procedures and investigations In the normal course of business, the Group is involved in a large number of litigation or pre-litigation proceedings seeking to establish the Groups professional liability in connection with services provided. Although the Group pays careful attention to managing risks and to the quality of the services provided, some services may give rise to claims that could result in adverse financial judgments.
The costs resulting from such proceedings form the amount given as a provision. These amounts are the best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The costs which the Group ultimately incurs may exceed the amounts set aside to such provisions due to a variety of factors such as the uncertain nature of the outcome of the dispute. At the date of this half-year financial report, the Group is involved in the following principal proceedings:
Dispute concerning the construction of a hotel and commercial complex in Turkey Bureau VeritasGozetimHizmetleri Ltd Sirketi (BVG) and the Turkish company Aymet are parties to a dispute before the Commercial Court of Ankara relating to the construction of a hotel and business complex in respect of which the parties concluded a contract in 2003. Aymet filed an action in 2008 claiming USD 63 million in damages from BVG for alleged failures in the performance of its project inspection and supervision mission.
The documents presented to the court by BVG and Aareal Bank, which provided a loan for the project and was engaged by Aymet in relation to the same project, as well as the legal advice provided by a distinguished professor of Turkish law, support the position of the Company, i.e. that Aymets claims have no proper legal or contractual foundation. In January and July 2009, the experts appointed by the judge filed two reports that were unfavorable to BVG, followed in March 2014 by a third report that was still unfavorable towards BVG.
BVG is challenging both the principle underlying the initial claims and the valuation of the damages (specifically the alleged damages linked to loss of profits on the project over a total period of 10 years).
Procedurally, the third report of the experts, along with the two previous reports, did not take into account the documentary evidence submitted by BVG and Aareal Bank and did not address the legal and contractual issues that would enable any liability on the part of BVG to be established. After BVG filed its response, the judge asked the experts to re-examine the case and issue a fourth report.
As of the date of this report, the outcome of this dispute is uncertain.
Bureau Veritas 2014 Half Year Financial Report 16 Dispute concerning the Gabon Express airplane crash Following the crash of an airplane of Gabon Express at Libreville on June 8, 2004, which caused the death of 19 passengers and crew members and injuries to 11 persons, the General Director (at the time of the crash) of Bureau Veritas Gabon SAU (BV Gabon), a subsidiary of the Company, was sued for involuntary homicide and injury. The company BV Gabon has been sued for civil liability in Gabon.
To date, no quantified claim has been filed with the court and the division of liability is not yet known. Essentially, the case has not yet begun, due to procedural difficulties. In particular, the Libreville Supreme Court issued a decision on June 18, 2013,dismissing the appeals lodged by Bureau Veritas Gabon and its former CEO. These appeals were filed before the Libreville Court of Appeal on July 21, 2011 and aimed mainly to point out procedural errors, request the involvement of the insurers and insurance intermediaries (brokers) of Gabon Express in the proceedings, as well as the presentation of the documents seized in 2004. In September 2013, Bureau Veritas Gabon filed an appeal with the Libreville Supreme Court to overturn the decision of June 18, 2013. No decision had been issued as of the date of this report.
Based on the available insurance coverage, and on the information currently available, the Company, after taking the opinions of its legal counsel into consideration, considers that this claim will not have a material adverse impact on the Groups consolidated financial statements.
There are no other government, administrative, legal, or arbitration proceedings or investigations (including any proceedings of which the Company is aware, pending, or with which the Group is threatened), likely to have or to have had a material impact on the financial position or profitability of the Group within the last six months. 1.6. RELATED-PARTY TRANSACTIONS Readers are invited to refer to Note 18 - Related-party transactions represented in Chapter 2 2014 Condensed Half-Year Consolidated Financial Statements of this half-year financial report. 1.7. OUTLOOK The Group expects organic growth improvement in H2 2014, from favorable comparables, start of new contracts, catch up of delayed contracts and despite continuous softness in Europe and pending Metals & Minerals recovery.
2014 revenue growth at constant currency should be above 9% with a strong contribution from acquisitions. Year-to-date, the Group has completed 7 acquisitions representing close to EUR 290 million in annual revenues. The profitability at constant currency should continue to improve gradually.
The Group confirms the objective to achieve revenue growth above 9% per year on average over the 2012- 2015 period, at constant exchange rates, but with a different mix than the one initially contemplated: - Due to weakness in Metals & Minerals and European markets, average organic should be lower than +6%. - Based on the current pipeline and acquisitions already carried out, average external growth should be higher than +4%.
The Group could achieve its objective of +100 basis points margin improvement in 2015 vs 2011, but has decided recently to invest part of the profitability gains, generated notably through Excellence@BV, in commercial initiatives to accelerate its future organic growth. As a consequence, the 2015 adjusted operating margin should be around 17%.
In this context, the average growth of adjusted EPS for the period 2012-2015 should be in the +5-7% range per year, due notably to tax rates increase and currency headwinds.
Bureau Veritas 2014 Half Year Financial Report 17 1.8. EVENTS AFTER THE END OF THE REPORTING PERIOD 1.8.1. AWARD OF STOCK PURCHASE OPTIONS AND PERFORMANCE SHARES On July 16, 2014, the Board of Directors decided to award stock purchase options and performance shares to 569 Group employees including the Chief Executive Officer, corresponding to a total of 2,552,800 shares (1,291,600 performance shares and 1,261,200 stock purchase options), or 0.58% of the share capital. The purchase price for the stock options was set at EUR 20.28, reflecting the average undiscounted quoted opening price for the Company's shares on the 20 trading days preceding the grant date. The stock purchase options and performance shares awarded are subject to a number of performance conditions and also require a minimum period of service. 1.8.2. ACQUISITIONS At the beginning of the third quarter of 2014, Bureau Veritas completed the acquisition of two companies: Sistema PRI (July), a Brazilian company specializing in project management assistance for construction, infrastructure and energy projects; Analysts Inc. (August), a US company specializing in oil condition monitoring.
Bureau Veritas 2014 Half Year Financial Report 18 2. 2014 CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS 2.1. CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS Half-year consolidated income statement
(in millions of euros, except per share data) Note June 2014 June 2013 Revenue 5 1,967.4 1,957.5 Purchases and external charges 6 (553.1) (560.4) Personnel costs 6 (1,030.4) (1,018.0) Taxes other than on income (27.4) (25.3) Net (additions to)/reversals of provisions 6 0.3 (5.5) Depreciation and amortization (84.7) (73.8) Other operating income and expense, net 6 6.4 8.7 Operating profit 5 278.5 283.1 Income from cash and cash equivalents 0.7 0.6 Finance costs, gross (38.3) (30.7) Finance costs, net (37.6) (30.1) Other financial income and expense, net (2.9) (3.6) Net financial expense (40.5) (33.7) Share of profit (losses) of associates - (0.1) Profit before income tax 238.0 249.3 Income tax expense 7 (77.1) (73.0) Net profit for the period 160.9 176.3 Attributable to: owners of the Company 154.0 170.2 non-controlling interests 6.9 6.1 Basic earnings per share (in euros) 15 0.35 0.39 Diluted earnings per share (in euros) 15 0.35 0.38
The notes on pages 23 to 52 are an integral part of the condensed consolidated financial statements.
Bureau Veritas 2014 Half Year Financial Report 19 Half-year consolidated statement of comprehensive income (in millions of euros) June 2014 June 2013 Net profit for the period 160,9 176,3 Other comprehensive income Items to be reclassified to profit or loss Currency translation differences (1) 21,4 (98,9) Cash flow hedges (2) 2,4 (2,5) Tax effect on items to be reclassified to profit (0,9) 0,9 Total items to be reclassified to profit 22,9 (100,5) Items not to be reclassified to profit Actuarial gains/(losses) (3) (5,8) 2,3 Tax effect on items not to be reclassified to profit 2,2 (0,8) Total items not to be reclassified to profit (3,6) 1,5 Total other comprehensive income (expense), after tax 19,3 (99,0) Total comprehensive income 180,2 77,3 Attributable to: owners of the Company 172,9 71,3 non-controlling interests 7,3 6,0
(1) Currency translation differences: this item includes exchange losses of EUR 0.9 million arising on net investments in foreign operations and the impact of translating into euros the financial statements of subsidiaries with a different functional currency. (2) The change in cash flow hedges results from changes in the fair value of derivative financial instruments eligible for hedge accounting. (3) Actuarial gains and losses: these reflect the impact of changes in valuation assumptions (discount rate, salary inflation rate, rate of increase in pensions and expected return on plan assets) regarding the Group's obligations in respect of defined benefit plans.
The notes on pages 23 to 52 are an integral part of the condensed consolidated financial statements.
Bureau Veritas 2014 Half Year Financial Report 20 Half-year consolidated statement of financial position
(in millions of euros) Note June 2014 Dec 2013 Goodwill 8 1 663,1 1 412,1 Intangible assets 607,1 374,5 Property, plant and equipment 443,9 401,3 Investments in associates 2,6 0,8 Deferred income tax assets 129,0 122,2 Investments in non-consolidated companies 1,3 1,2 Other non-current financial assets 52,1 44,3 Total non-current assets 2 899,1 2 356,4 Trade and other receivables 1 261,3 1 122,5 Current income tax assets 50,9 40,7 Current financial assets 5,4 6,3 Derivative financial instruments 0,5 0,6 Cash and cash equivalents 176,8 190,6 Total current assets 1 494,9 1 360,7 Assets held for sale - - TOTAL ASSETS 4 394,0 3 717,1 Share capital 53,1 53,0 Retained earnings and other reserves 855,2 903,1 Equity attributable to owners of the Company 908,3 956,1 Non-controlling interests 29,2 26,0 Total equity 937,5 982,1 Bank borrowings 12 1 933,3 1 407,1 Derivative financial instruments 21,2 22,5 Other non-current financial liabilities 1,7 1,8 Deferred income tax liabilities 150,3 85,8 Pension plans and other long-term employee benefits 138,3 125,6 Provisions for other liabilities and charges 64,5 71,4 Total non-current liabilities 2 309,3 1 714,2 Trade and other payables 807,5 787,9 Current income tax liabilities 72,7 80,9 Bank borrowings 12 222,8 104,2 Derivative financial instruments 2,2 5,6 Other current financial liabilities 42,0 42,2 Total current liabilities 1 147,2 1 020,8 Liabilities held for sale - - TOTAL EQUITY AND LIABILITIES 4 394,0 3 717,1
The notes on pages 23 to 52 are an integral part of the condensed consolidated financial statements.
Bureau Veritas 2014 Half Year Financial Report 21 Half-year consolidated statement of changes in equity (in millions of euros) Share capital Share premium Currency translation reserves Other reserves Total equity Attributable to owners of the Company Attributable to non-controlling interests December 31, 2012 13,3 115,3 83,9 955,3 1 167,8 1 144,5 23,3 Share capital increase 39,8 (39,8) - - - - - Exercise of stock options 0,0 1,3 - - 1,3 1,3 - Fair value of stock options - - - 10,3 10,3 10,3 - Dividends paid - - - (207,5) (207,5) (200,4) (7,1) Treasury share transactions - (0,1) - (57,0) (57,1) (57,1) - Acquisition of non-controlling interests - - - (0,3) (0,3) (0,4) 0,1 Additions to the scope of consolidation - - - 0,6 0,6 - 0,6 Other movements - - - (0,2) (0,2) (0,4) 0,2 Total transactions with owners 39,8 (38,6) - (254,1) (252,9) (246,8) (6,2) Net profit for the period - - - 176,3 176,3 170,2 6,1 Other comprehensive income - - (98,9) (0,1) (99,0) (98,9) (0,1) Total comprehensive income - - (98,9) 176,2 77,3 71,3 6,0 June 30, 2013 53,1 76,7 (15,0) 877,4 992,1 969,0 23,1 December 31, 2013 53,0 64,5 (155,6) 1 020,2 982,1 956,1 26,0 Exercise of stock options 0,1 2,2 - - 2,3 2,3 - Fair value of stock options - - - 12,2 12,2 12,2 - Dividends paid - - - (214,4) (214,4) (209,5) (4,9) Treasury share transactions - - - (25,3) (25,3) (25,3) - Other movements - - - 0,4 0,4 (0,4) 0,8 Total transactions with owners 0,1 2,2 - (227,1) (224,8) (220,7) (4,1) Net profit for the period - - - 160,9 160,9 154,0 6,9 Other comprehensive income - - 21,4 (2,1) 19,3 18,9 0,4 Total comprehensive income - - 21,4 158,8 180,2 172,9 7,3 June 30, 2014 53,1 66,7 (134,2) 951,9 937,5 908,3 29,2
The notes on pages 23 to 52 are an integral part of the condensed consolidated financial statements.
Bureau Veritas 2014 Half Year Financial Report 22 Half-year consolidated statement of cash flows
(in millions of euros) Notes June 2014 June 2013 Profit before income tax 238,0 249,3 Elimination of cash flows from financing and investing activities 37,7 31,4 Provisions and other non-cash items 11,3 2,4 Depreciation, amortization and impairment 86,2 73,8 Movements in working capital attributable to operations 14 (95,0) (71,1) Income tax paid (102,1) (64,3) Net cash generated from operating activities 176,1 221,5 Acquisitions of subsidiaries 9 (477,9) (60,2) Proceeds from sales of subsidiaries 9 - 4,3 Purchases of property, plant and equipment and intangible assets (64,4) (71,8) Proceeds from sales of property, plant and equipment and intangible assets 1,2 4,7 Purchases of non-current financial assets (9,0) (8,8) Proceeds from sales of non-current financial assets 3,3 4,1 Net cash used in investing activities (546,8) (127,7) Capital increase 10 2,2 1,3 Purchases/sales of treasury shares (25,3) (57,1) Dividends paid (213,6) (207,6) Increase in borrowings and other debt 693,5 258,8 Repayment of borrowings and other debt (52,1) (102,5) Interest paid (41,7) (42,9) Net cash used in financing activities 363,0 (150,0) Impact of currency translation differences (3,7) 0,8 Impact of changes in methodology (1) (0,8) - Net decrease in cash and cash equivalents (12,2) (55,4) Net cash and cash equivalents at beginning of period 157,7 234,8 Net cash and cash equivalents at end of period 145,5 179,4 Of which cash and cash equivalents 176,8 226,1 Of which bank overdrafts (31,3) (46,7)
(1) Reflects the impact of the change in the consolidation method of three subsidiaries on the Group's cash and cash equivalents (switch from proportional consolidation to the equity method of accounting).
The notes on pages 23 to 52 are an integral part of the condensed consolidated financial statements.
Bureau Veritas 2014 Half Year Financial Report 23 2.2. NOTES TO THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS Note 1: General information Since it was formed in 1828, Bureau Veritas has developed recognized expertise for helping its clients to comply with standards and/or regulations on quality, health and safety, security, the environment and social responsibility. The Group specializes in inspecting, testing, auditing and certifying the products, assets and management systems of its clients in relation to regulatory or self-imposed standards, and subsequently issues compliance reports. Bureau Veritas S.A. (the Company) and all of its subsidiaries make up the Bureau Veritas Group (Bureau Veritas or the Group). Bureau Veritas S.A. is a joint stock company (socit anonyme) incorporated and domiciled in France. The address of its registered office is 67-71 Boulevard du Chteau, 92571 Neuilly-sur-Seine, France. At June 30, 2014, Wendel held 50.9% of the capital of Bureau Veritas and 66.2% of its voting rights. These condensed consolidated financial statements were adopted on August 26, 2014 by the Board of Directors. Note 2: First-half 2014 highlights Acquisitions During first-half 2014, the Group made the following acquisitions: Maxxam Analytics, a Canadian company, the market leader in testing, inspection and certification; Jyutaku, a Japanese company specializing in construction controls; Quiktrak, a US company specializing in automotive stock and agricultural machinery verification services; Andes Control, a Chilean company specializing in chemicals analysis and testing in relation to food and environmental safety; DTI, the leader in underwater equipment inspection and installation of wells used in offshore drilling in the United States.
Further details of these acquisitions along with their impact on the half-year financial statements can be found in Note 9 - Acquisitions and disposals. Dividend payout On June 2, 2014, the Group paid out dividends on eligible shares totaling EUR 209.5 million in respect of financial year 2013.
Bureau Veritas 2014 Half Year Financial Report 24 Financing On January 21, 2014, the Group launched a EUR 500 million bond issue. The seven-year bonds are unrated and pay a coupon of 3.125%. This transaction enabled Bureau Veritas to further diversify its sources of financing and support its expansion, notably with the acquisition of Maxxam Analytics, the Canadian leader in laboratory analysis services. In the first half, Bureau Veritas renegotiated its Syndicated Loan, which had been arranged in 2012 for a period of five years for EUR 450 million. The agreement was amended to obtain improved financing conditions and to extend the maturity from July 2017 to April 2019 Note 3: Summary of significant accounting policies Basis of preparation The 2014 condensed half-year consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the European Union. They should be read in conjunction with the annual financial statements for the year ended December 31, 2013, which were prepared in accordance with IFRS as adopted by the European Union. IFRS developments The Group applies the standards effective for accounting periods beginning on or after January 1, 2014. These are as follows: IFRS 10, Consolidated Financial Statements; IFRS 11, Joint Arrangements; IFRS 12, Disclosure of Interests in Other Entities; IAS 28 (revised), Investments in Associates and Joint Ventures; Amendments to IAS 32, Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities; Amendments to IAS 36, Recoverable Amount Disclosures for Non-Financial Assets; Amendments to IAS 39, Novation of Derivatives and Continuation of Hedge Accounting.
These new standards and interpretations did not have a material impact on the condensed consolidated financial statements at June 30, 2014. Implementation of the "consolidation pack" changed the consolidation method for three Group entities (7 Layers Ritt China, Unicar GB Ltd and UCM Global Ltd). Since January 1, 2014, these entities are no longer consolidated using proportional consolidation but using the equity method. The impact of the change in the consolidation method is (0.8) million on the Group's cash and cash equivalents, and (1.1) million on revenue for the period. The standards, amendments and interpretations published by the IASB and pending adoption by the European Union and not yet applied by the Group at June 30, 2014 are as follows: Amendment to IAS 19, Employee Benefits; Amendments to IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortization; IFRIC 21, Levies (analysis ongoing).
Bureau Veritas 2014 Half Year Financial Report 25 Preparation of half-year financial statements Applicable accounting policies The accounting policies used to prepare the condensed half-year consolidated financial statements are consistent with those used to prepare the 2013 annual financial statements, except in the case of income tax expense, which is calculated based on a projection for the full year, and costs relating to pension plans and other long-term employee benefits. Use of estimates The preparation of financial statements in compliance with IFRS requires the use of certain key accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. The preparation of half-year financial statements requires the use of estimates and assumptions for the same items as those described in the consolidated financial statements for the year ended December 31, 2013, with the exception of income tax expense and pension plans and other long-term employee benefits, for which the following estimation methods were applied: Income tax expense: Income tax expense for first-half 2014 was calculated based on a projection for the full year of the expected weighted average tax rate by country, assuming taxable profit for the period; Pension plans and other long-term employee benefits: As no material changes have occurred, the expense in the income statement for the first half was estimated based on the 2014 forecasts included in the actuary's reports at December 31, 2013. The provision is adjusted in the event of a significant change in the discount rate, based on the rate published at June 30. Note 4: Seasonal fluctuations Revenue, operating profit and cash flows are sensitive to seasonal fluctuations, with the Group typically recording a stronger performance in the second half of the year. Seasonal fluctuations in revenue and operating profit essentially concern the Consumer Products, In- Service Inspection & Verification, and Certification businesses. In the Consumer Products business, seasonality arises from the fact that end-consumers tend to concentrate the bulk of their purchases in the closing stages of the calendar year. For the In-Service Inspection & Verification and Certification businesses, this phenomenon results from clients' wish to obtain certification before the end of the fiscal and corporate year (typically December 31). Profit is more sensitive to seasonal fluctuations than revenue, due to a lower absorption of fixed costs in the first half of the year. Cash flows are affected by: the seasonal fluctuations in operating profit described above; strong cyclical trends in working capital requirements, as the following three types of expenses are incurred only in the first few months of the year: insurance premiums,
Bureau Veritas 2014 Half Year Financial Report 26 bonuses and profit-sharing payments, along with the related payroll charges (payable in March), income tax balances in respect of the previous financial period (payable during the first six months of the year, at a date which varies according to the country concerned). Note 5: Segment reporting The following table provides a breakdown of revenue and operating profit by business segment: (in millions of euros) June 2014 June 2013 June 2014 June 2013 Marine 150,3 145,3 40,1 39,5 Industry 458,8 465,6 61,5 61,3 In-Service Inspection & Verification 265,5 226,5 24,8 17,7 Construction 213,6 213,3 27,4 25,0 Certification 160,4 170,2 25,9 28,0 Commodities 330,7 340,8 22,4 28,5 Consumer Products 261,9 249,2 57,4 54,0 Government Services & International Trade 126,2 146,6 19,0 29,1 Total 1 967,4 1 957,5 278,5 283,1 Revenue Operating profit
Certain industrial activities were reallocated to different businesses in first-half 2014. To provide a meaningful comparison, data for first-half 2013 have been adjusted to reflect this new presentation. Note 6: Operating income and expense (in millions of euros) June 2014 June 2013 Supplies (34.1) (28.1) Subcontracting (143.2) (142.3) Lease payments (63.3) (62.8) Transport and travel costs (180.1) (184.7) Service costs rebilled to clients 46.6 39.2 Other external services (179.0) (181.7) Total purchases and external charges (553.1) (560.4) Salaries and bonuses (806.5) (795.1) Payroll taxes (185.5) (185.2) Other employee-related expenses (38.4) (37.7) Total personnel costs (1,030.4) (1,018.0) Provisions for receivables (7.3) (10.2) Provisions for other liabilities and charges 7.6 4.7 Total (additions to)/reversals of provisions 0.3 (5.5) Gains/(losses) on disposals of businesses 0.3 3.0 Gains/(losses) on disposals of property, plant and equipment and intangible assets (0.3) 0.3 Goodwill impairment (1.5) - Other operating income and expense, net 7.9 5.4 Total other operating income and expense, net 6.4 8.7
Bureau Veritas 2014 Half Year Financial Report 27 Note 7: Income tax expense Consolidated income tax expense stood at EUR 77.1 million on June 30, 2014, compared with EUR 73 million on June 30, 2013. The effective tax rate (ETR), calculated by dividing income tax expense by the pre-tax profit, worked out to 32.4% on June 30, 2014 compared with 29.3% on June 30, 2013. The adjusted effective tax rate stood at 31.6%. The increase relative to the previous year is mainly attributable to the increase in taxes payable in France. At both December 31, 2013 and June 30, 2014, deferred tax assets and liabilities were offset at the level of each tax consolidation group. Deferred taxes before offsetting at the level of taxable entities mainly relate to pension obligations, tax loss carry forwards, customer relationships and non-competition agreements acquired within the scope of business combinations, as well as provisions for disputes and accrued payables and fair value adjustments on financial instruments. The breakdown of the tax effect on other comprehensive income is as follows: (in millions of euros) Before tax Tax After tax Before tax Tax After tax Currency translation differences 21,4 - 21,4 (98,9) - (98,9) Actuarial gains/(losses) (5,8) 2,2 (3,6) 2,3 (0,8) 1,5 Cash flow hedges 2,4 (0,9) 1,5 (2,5) 0,9 (1,6) Available-for-sale financial assets - - - - - - Total other comprehensive income/(expense) 18,0 1,3 19,3 (99,1) 0,1 (99,0) June 2014 June 2013
Note 8: Goodwill Changes in goodwill in first-half 2014 (in millions of euros) June 2014 June 2013 Gross value 1 470,0 1 544,2 Accumulated impairment (57,9) (57,9) Net goodwill at January 1 1 412,1 1 486,3 Acquisitions of consolidated businesses (Note 9) 216,6 30,6 Disposals of consolidated businesses - - Impairment for the period (1,5) - Exchange differences and other movements 35,9 (59,3) Net goodwill at June 30 1 663,1 1 457,6 Gross value 1 722,4 1 515,4 Accumulated impairment (59,3) (57,8) Net goodwill at June 30 1 663,1 1 457,6
Bureau Veritas 2014 Half Year Financial Report 28 In 2011, Bureau Veritas identified cash-generating units (CGUs) for its Construction, Certification and Industry businesses. Its In-Service Inspection and Verification business continues to be dominated by local markets and is divided into country-specific CGUs. Goodwill is allocated to: - groups of CGUs for the Industry, Construction, Certification and Commodities businesses; - CGUs for the Consumer Products and In-Service Inspection & Verification businesses. The net carrying amount of goodwill is assessed at least yearly as part of the annual accounts closing process. At June 30, goodwill was tested for impairment whenever: - the revised projected earnings of a group of CGUs, for non-IVS operating segments, or of an IVS CGU for the current year were under the original forecasts, thereby pointing to possible impairment. In this respect, the Commodities and IVS businesses in Portugal were tested; - businesses were being closely monitored at the end of the previous financial period, whose projected earnings were under the original forecasts. Only the IVS business in Spain was tested. The method used to determine the recoverable amount of a CGU is the same as that described in the consolidated financial statements for the year ended December 31, 2013, except as regards the process of preparing budgets and long-term forecasts, which are approved by management at the end of the year for all businesses. The present value of future cash flows was revised to take into account the latest available earnings forecasts and any changes in estimates over the mid- to long-term for each CGU concerned. The growth rates used for long-term estimates remained unchanged from December 31, 2013, at 2%. These assumptions are based on past experience and are consistent with the data used to prepare the 2015 plan, published in September 2011. The Commodities business assets were tested, given their significance in the Group's balance sheet and the current market environment for Metals and Minerals. This market is currently experiencing a pronounced decline and explains lower revenue and forecast operating profit for Commodities compared to the budget prepared at the end of 2013. The test that was carried out led the Group to maintain the value of assets for Commodities.
The table below compares recoverable amounts to carrying amounts for the business tested for impairment at June 30, 2014:
Business (in millions of euros) Recoverable amount Carrying amount
Impairment
Commodities World 1,711.0 997.0 0
In-Service Inspection and Verification Spain 53.0 29.0 0
Portugal 2.0 3.5 1.5
The test of the IVS business in Portugal led the Group to recognize a EUR 1.5 million impairment loss on the EUR 2.9 million in total assets tested in light of the outlook for this market. The discount rate used for the test on Spanish operations was 7.5%. This includes a specific country risk premium which takes into account Spain's general economic climate. The discount rate is a post-tax rate applied to net-of-tax future cash flows before external borrowing costs. The long-term operating margin rate for Commodities is at 14.6%, and for IVS in Spain it is 5.5%.
Bureau Veritas 2014 Half Year Financial Report 29 The table below shows the amounts of impairment on all tested intangible assets resulting from the sensitivity of the Group's Commodities and In-Service Inspection & Verification (Spain) businesses to a one-point rise in the discount rate and a one-point fall in the long-term growth rate and margin:
Business Discount rate + 1 point Growth rate -1 point
Margin -1 point
Commodities (World) 0 0 0 In-Service Inspection & Verification (Spain) 0 0 0 NB: Theoretical write-down of all intangible assets subject to sensitivity tests in millions of euros based on changes in one input only at any one time.
The additional sensitivity analysis carried out for the Commodities business shows that the recoverable amount of tested assets remains higher than their carrying value, even when the discount rate is increased +9%, or 2 points higher than the rate used for the test carried out on December 31, 2013. Note 9: Acquisitions and disposals Acquisitions during the period Month Company Business Country January Maxxam Analytics International Corporation In-Service Inspection & Verification, Commodities Canada April Jyutaku I&I Service Construction Japan April Quiktrak GSIT United States April Andes Control Commodities Chile June DTI DiversiTech, Inc Industry United States
The main acquisitions in first-half 2014 were as follows: Maxxam is the market leader in Canada in analytical services. The company has three main businesses: environmental services, petroleum testing services and analytical services. It has Canadas largest network of laboratories and employs around 2,500 people. It has annual revenue of circa CAD 263,6 million. Quitrak is a US company specializing in vehicle testing. It employs around 90 people and has annual revenue of circa USD 15 million. Andes Control, a Chilean company, is market leader in chemicals analysis and testing in relation to food and environmental safety. It employs over 50 people and has annual revenue of circa EUR 3.5 million. DiversiTech Inc. (DTI) is a US company specializing in inspection and audit services for the oil and gas sector. It employs over 85 people and has annual revenue of circa USD 20 million. The table below was prepared before completing the final accounting for companies acquired in the first half of 2014.
Bureau Veritas 2014 Half Year Financial Report 30 (in millions of euros) Purchase price of acquisitions Acquisition of non-controlling interests Cost of assets and liabilities acquired/assumed Assets and liabilities acquired/assumed Carrying amount Fair value Carrying amount Fair value Non-current assets 42,7 281,7 6,9 21,7 Current assets (excluding cash and cash equivalents) 64,0 64,0 9,4 9,4 Current liabilities (excluding borrowings) (18,9) (18,9) (8,1) (8,1) Non-current liabilities (excluding borrowings) (0,2) (66,6) - (5,1) Borrowings (2,0) (2,0) (3,0) (3,0) Non-controlling interests acquired - - (0,6) (0,6) Cash and cash equivalents of acquired companies 18,4 18,4 4,6 4,6 Total assets and liabilities acquired/assumed 104,0 276,6 9,2 18,9 Goodwill 216,6 30,6 493,2 49,5 June 2014 June 2013 493,2 49,8 - (0,3)
The main item of goodwill recognized in the first-half of 2014 stemmed from the acquisition of Maxxam. It amounted to EUR 197.7 million. The residual unallocated goodwill is chiefly attributable to the human capital of the companies acquired and the significant synergies expected to result from these acquisitions. The Group's acquisitions were paid exclusively in cash. The impact of these acquisitions on cash and cash equivalents for the period was as follows: (in millions of euros) June 2014 June 2013 Purchase price of acquisitions (493,2) (49,8) Cash and cash equivalents of acquired companies 18,4 4,6 Contingent consideration outstanding at June 30 in respect of acquisitions in first-half 2014 5,4 3,5 Purchase price paid in relation to acquisitions in prior periods (7,1) (16,5) Impact of acquisitions on cash and cash equivalents (476,5) (58,2)
The amount of EUR 477.9 million shown on the "Acquisitions of subsidiaries" line of the consolidated statement of cash flows includes EUR 1.4 million in acquisition-related fees. This amount does not include EUR 2 million of acquisition-related debt. Unpaid contingent consideration Contingent consideration for acquisitions carried out prior to January 1, 2014 expired during the first half of 2014. This had a positive EUR 1.4 million impact on the income statement in first-half 2014.
Bureau Veritas 2014 Half Year Financial Report 31 Note 10: Share capital Increase in share capital following exercise of stock options Following the exercise of 301,700 stock options, the Group carried out a share capital increase representing a share premium of EUR 2.2 million. Share capital The total number of shares comprising the share capital was 442,343,700 at June 30, 2014. It was 442,042,000 at December 31, 2013. All shares have a par value of EUR 0.12 and are fully paid up. Treasury shares At June 30, 2014, the Group owned 5,837,324 of its own shares. The carrying amount of these shares was deducted from equity. Note 11: Share-based payment Stock option plans No new stock option or performance share plans were awarded in the first half of 2014. The net share- based payment expense recognized by the Group in the period was EUR 10.9 million (first-half 2013: EUR 8.9 million). Note 12: Financial liabilities (in millions of euros) Total Due within 1 year Due between 1 and 2 years Due between 2 and 5 years Due beyond 5 years At December31, 2013 Bank borrowings (long-term portion) 907,1 - 24,1 363,6 519,4 Bond issue 500,0 - - 500,0 - Other non-current financial liabilities 1,8 - 1,8 - - Non-current financial liabilities 1 408,8 - 25,9 863,6 519,4 Bank borrowings (short-term portion) 71,3 71,3 Bank overdrafts 32,9 32,9 Other current financial liabilities 42,2 42,2 Current financial liabilities 146,4 146,4 At June 30, 2014 Bank borrowings (long-term portion) 933,3 - 23,4 393,9 515,9 Bond issue 1 000,0 - - 500,0 500,0 Other non-current financial liabilities 1,7 - 1,7 - - Non-current financial liabilities 1 935,0 - 25,1 893,9 1 015,9 Bank borrowings (short-term portion) 191,5 191,5 Bank overdrafts 31,3 31,3 Other current financial liabilities 42,0 42,0 Current financial liabilities 264,8 264,8 Total Due within 1 year Due between 1 and 2 years Due between 2 and 5 years Due beyond 5 years Estimated interest payable on bank borrowings 367,9 73,6 73,7 168,0 52,7 Impact of cash flow hedges (principal and interest) (1,7) (0,4) (0,4) (0,9) -
Bureau Veritas 2014 Half Year Financial Report 32 Debt increased by EUR 644.7 million between December 31, 2013 and June 30, 2014. The rise in euro- denominated debt chiefly results from financing for acquisitions and in particular the acquisition of Maxxam Analytics in first-half 2014. Future interest payments due were calculated by reference to the contractual maturity of the 2012 Syndicated Loan, i.e., April 2019. Financing The Group's financing consists of loans contracted with banks and other parties. At June 30, 2014, virtually all of the Group's borrowings were made up of the following financing: US Private Placement 2008 ("USPP 2008"), US Private Placement 2010 ("USPP 2010"), US Private Placement 2011 & 2014 ("USPP 2011 & 2014"), US Private Placement 2013 ("USPP 2013"), a Schuldschein ("SSD"), two bond issues dated May 2012 and January 2014, a syndicated loan ("2012 Syndicated Loan") and a commercial paper program. The amounts still available under these facilities are detailed below. Half of the available unconfirmed funds (USD 75 million) have been drawn down from the USPP 2013 facility. EUR 80 million was drawn down from the EUR 450 million 2012 Syndicated Loan. At June 30, 2014, available funds amounted to EUR 210 million, namely EUR 370 million under the Syndicated Loan less the EUR 160 million raised under the commercial paper program. Covenants At June 30, 2014, the same financial covenants were in force as at December 31, 2013. The Group complied with all such covenants at end-June 2014 and end-December 2013. Currency risk Short- and long-term bank borrowings can be analyzed as follows by currency (taking into account currency hedging): Currency (in millions of euros) June 2014 Dec 2013 US dollar (USD) 395.6 321.5 Euro (EUR) 1,712.5 1,144.6 Other currencies 16.7 12.3 Total 2,124.7 1,478.4
The USPP debt whose tranches in pounds sterling were converted into euros using a currency swap is included on the Euro (EUR)" line.
Bureau Veritas 2014 Half Year Financial Report 33 Interest rate risk At June 30, 2014, gross debt can be analyzed as follows: Currency June 2014 Dec 2013 US dollar (USD) 1.57% 1.65% Euro (EUR) 1.05% 1.55%
The contractual repricing dates for virtually all floating-rate borrowings are within six months. The reference interest rates used are the Euribor for floating-rate and euro-denominated financing and the Libor for floating-rate financing in US dollars. The interest rates applicable to the Group's floating-rate borrowings and the margins at the end of the reporting period are detailed below. (in millions of euros) June 2014 Dec 2013 Fixed rate 1,623.2 1,130.6 Floating rate 501.5 347.8 Total 2,124.7 1,478.4
Effective interest rates approximate nominal rates for all financing programs. Analyses of sensitivity to changes in interest and exchange rates as defined by IFRS 7 are provided in Note 17 - Additional financial instrument disclosures. Note 13: Contingent liabilities Guarantees The amount and maturity of guarantees given can be analyzed as follows: (in millions of euros) Total Due within 1 year Due between 1 and 5 years Due beyond 5 years At June 30, 2014 317.1 148.5 105.6 63.0 At December31, 2013 269.9 111.7 92.1 66.1
Guarantees given include bank guarantees and parent company guarantees. At June 30, 2014, the Group considered that the risk of a cash outflow on these guarantees was low. Provision for other liabilities and charges The provision for other liabilities and charges recognized in the statement of financial position at June 30, 2014 takes into account the major claims discussed in section 1.5. "Risk factors for the remaining six months of the financial year" in the business report. Based on the insurance coverage in place and/or amounts currently provisioned, and in light of the latest available information, Bureau Veritas does not believe that these disputes will have a material adverse impact on its consolidated financial statements.
Bureau Veritas 2014 Half Year Financial Report 34 There are no other government, administrative, legal, or arbitration proceedings or investigations (including any proceedings of which the Company is aware, pending, or with which the Group is threatened), likely to have or to have had a material impact on the financial position or profitability of the Group within the last six months. Note 14: Movements in working capital requirement attributable to operations Movements in working capital requirement attributable to operations totaled a negative EUR 95.0 million in first-half 2014 and a negative EUR 71.1 million in first-half 2013. They can be analyzed as follows: (in millions of euros) June 2014 June 2013 Trade receivables (56.7) (73.2) Trade payables 28.6 16.7 Other receivables and payables (66.9) (14.6) Movements in working capital requirement attributable to operations (95.0) (71.1)
Note 15: Earnings per share Details of the calculation of the weighted average number of ordinary and diluted shares outstanding used to compute basic and diluted earnings per share are provided below: (in thousands of shares) June 2014 June 2013 Number of shares comprising the share capital at January 1 442,042 441,995 Number of shares issued during the period (accrual basis) Performance share grants - - Exercise of stock options 242 70 Number of treasury shares (5,223) (3,139) Weighted average number of ordinary shares in issue 437,061 438,926 Dilutive impact Performance share grants 5,762 5,161 Stock options 1,589 2,576 Weighted average number of shares used to calculate diluted earnings per share 444,412 446,663
Basic earnings per share Basic earnings per share is calculated by dividing net profit attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the period. juin 2014 juin 2013 Net profit attributable to owners of the Company (in thousands of euros) 153,971 170,163 Weighted average number of ordinary shares outstanding (in thousands) 437,061 438,926 Basic earnings per share (in euros) 0.35 0.39
Bureau Veritas 2014 Half Year Financial Report 35 Diluted earnings per share Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to reflect the conversion of dilutive potential ordinary shares. The Company has two categories of dilutive potential ordinary shares: stock options and performance shares. For stock options, a calculation is made in order to determine the number of shares that could have been issued based on the exercise price and the fair value of the rights attached to the outstanding stock options. The number of shares calculated as above is compared with the number of shares that would have been issued if the stock options had been exercised. Performance share grants are potential ordinary shares whose issue is contingent on beneficiaries completing a minimum period of service as well as meeting a series of performance targets. June 2014 June 2013 Net profit attributable to owners of the Company (in thousands of euros) 153,971 170,163 Weighted average number of ordinary shares used to calculate diluted earnings per share (in thousands) 444,412 446,663 Diluted earnings per share (in euros) 0.35 0.38
Note 16: Dividend per share On June 2, 2014, Bureau Veritas S.A. paid out dividends to eligible shareholders in respect of the 2013 financial year. The dividend payout totaled EUR 209.5 million, corresponding to a dividend per share of EUR 0.48 (2013: EUR 0.4575).
Bureau Veritas 2014 Half Year Financial Report 36 Note 17: Additional financial instrument disclosures The table below presents the carrying amount, valuation method and fair value of financial instruments classified in each IAS 39 category at the end of each reporting period: (in millions of euros) Amortized cost Cost Fair value through equity Fair value through profit or loss At June 30, 2014 FINANCIAL ASSETS Investments in non-consolidated companies FVPL 1.3 - - - 1.3 1.3 Other non-current financial assets HTM 52.1 52.1 - - - 52.1 Trade and other receivables LR 1,182.9 1,182.9 - - - 1,182.9 Current financial assets LR 3.1 3.1 - - - 3.1 Current financial assets FVPL 2.3 - - - 2.3 2.3 Derivative financial instruments FVPL/FVE 0.5 - - - 0.5 0.5 Cash and cash equivalents FVPL 176.8 - - - 176.8 176.8 FINANCIAL LIABILITIES Bank borrowings AC 2,124.8 2,124.8 - - - 2,262.3 Bank overdrafts FVPL 31.3 - - - 31.3 31.3 Other non-current financial liabilities AC 1.7 1.7 - - - 1.7 Trade and other payables AC 807.5 807.5 - - - 807.5 Current financial liabilities AC 42.0 42.0 - - - 42.0 Derivative financial instruments FVPL/FVE 23.4 - - 23.4 - 23.4 At December31, 2013 FINANCIAL ASSETS Investments in non-consolidated companies FVPL 1.2 - - - 1.2 1.2 Other non-current financial assets HTM 44.1 44.1 - - - 44.1 Trade and other receivables LR 1,066.1 1,066.1 - - - 1,066.1 Current financial assets LR 4.2 4.2 - - - 4.2 Current financial assets FVPL 2.1 - - - 2.1 2.1 Derivative financial instruments FVPL/FVE 0.6 - - 0.6 0.6 Cash and cash equivalents FVPL 190.6 - - - 190.6 190.6 FINANCIAL LIABILITIES Bank borrowings AC 1,478.4 1,478.4 - - - 1,562.1 Bank overdrafts FVPL 32.9 - - - 32.9 32.9 Other non-current financial liabilities AC 1.8 1.8 - - - 1.8 Trade and other payables AC 787.9 787.9 - - - 787.9 Current financial liabilities AC 42.2 42.2 - - - 42.2 Derivative financial instruments FVPL/FVE 28.2 - - 26.9 1.3 28.2 measurement method IAS 39 Category IAS 39 Carrying amount Fair value
NB: The following abbreviations are used to represent IAS 39 financial instrument categories: HTM for held-to-maturity assets; LR for loans and receivables; FVPL for instruments at fair value through profit or loss (excluding accrued interest not yet due); FVE for instruments at fair value through equity (excluding accrued interest not yet due); AC for debt measured at amortized cost.
With the exception of the items listed below, the Group considers the carrying amount of the financial instruments reported on the statement of financial position to approximate their fair value. The fair value of current financial instruments such as SICAV mutual funds is their last known net asset value (level 1 in the fair value hierarchy). The fair value of cash, cash equivalents and bank overdrafts is their face value in euros or equivalent value in euros translated at the closing exchange rate. Since these assets and liabilities are very short-term items, the Group considers that their fair value approximates their carrying amount.
Bureau Veritas 2014 Half Year Financial Report 37 The fair value of each of the Group's fixed-rate facilities (USPP 2008, USPP 2010, USPP 2011, SSD and the two bond issues) is determined based on the present value of future cash flows discounted at the appropriate market rate for the currency concerned (euros, pounds sterling or US dollars) at the end of the reporting period, adjusted to reflect the Group's own credit risk. The fair value of the Group's floating-rate facilities (2012 Syndicated Loan, USPP 2013, USPP 2014 and certain tranches of the SSD facility) approximates their carrying amount. This corresponds to level 2 in the fair value hierarchy (fair value based on observable market inputs). The fair value of exchange derivatives is equal to the difference between the present value of the amount sold or purchased in a given currency (translated into euros at the futures rate) and the amount sold or purchased in this same currency (translated into euros at the closing rate). The fair value of currency derivatives (mainly in pounds sterling) is determined by discounting the present value of future cash flows (interest receivable in pounds sterling and payable in euros, along with the future purchase of pounds sterling against euros) over the remaining term of the instrument at the end of the reporting period. The discount rates used are the market rates that correspond to the maturity of the cash flows. The present value of the cash flows denominated in pounds sterling is translated into euros at the closing exchange rate. The fair value of exchange derivatives and other currency instruments is calculated using valuation techniques with observable market inputs (level 2 of the fair value hierarchy) and generally accepted pricing models. The nature of the gains and losses arising on each financial instrument category can be analyzed as follows: (in millions of euros) Fair value Amortized cost Exchange differences Accumulated impairment Held-to-maturity assets HTM - - - - - - - Loans and receivables LR - - - 0.6 (1.3) (0.7) 0.8 Financial assets and liabilities at fair value through profit or loss FVPL 0.7 (0.2) - 2.8 - 3.3 2.1 Debt carried at amortized cost AC (38.1) - - (3.6) - (41.7) (34.2) Total (37.4) (0.2) - (0.2) (1.3) (39.1) (31.3) Net gains/(losses) in first-half 2013 Interest Adjustments for Net gains/(losses) in first-half 2014
Sensitivity analysis Due to the international scope of its operations, the Group is exposed to currency risk on its use of several different currencies. Operational currency risk In general, hedges arise naturally with the matching of income and expenses in most countries in which the Group operates, since services are provided locally. The Group's exposure to currency risk arising on transactions carried out in foreign currencies is therefore relatively low. Translation risk Over two-thirds of the Group's revenue is generated in currencies other than the euro, including 12% in US dollars, 7% in Chinese yuan, 5% in Australian dollars, 4% in Hong Kong dollars, and 3% in Brazilian real. Taken individually, other currencies do not represent more than 5% of the Groups revenue. The Group's evolving currency mix reflects the fast-paced development of its activities outside the eurozone, in Asia and particularly in US dollars in the United States and in other dollar-linked currencies. As the Groups
Bureau Veritas 2014 Half Year Financial Report 38 presentation currency is the euro, it must convert into euros any assets, liabilities, income and expenses denominated in other currencies at the time of preparing its financial statements. The results of the Group's foreign currency operations are consolidated in its income statement after being converted into euros using the average exchange rate for the period. Assets and liabilities are converted at the period-end rate. As a result, changes in the value of the euro against other currencies affect the corresponding amounts in the consolidated financial statements, even if the value of the items concerned remains unchanged in their original currencies. The impact of a 1% rise or fall in the euro against a number of different currencies is described below: a 1% change in the value of the euro against the US dollar would have had an impact of 0.12% on consolidated revenue for first-half 2014 and 0.12% on operating profit for the same period; a 1% change in the value of the euro against the Chinese yuan would have had an impact of 0.07% on consolidated revenue for first-half 2014 and 0.14% on operating profit for the same period; a 1% change in the value of the euro against the Australian dollar would have had an impact of 0.05% on consolidated revenue for first-half 2014 and 0.01% on operating profit for the same period; a 1% change in the value of the euro against the Hong Kong dollar would have had an impact of 0.04% on consolidated revenue for first-half 2014 and 0.06% on operating profit for the same period; a 1% change in the value of the euro against the Brazilian real would have had an impact of 0.03% on consolidated revenue for first-half 2014 and 0.03% on operating profit for the same period. Financial currency risk If it deems appropriate, the Group may take out currency hedges to protect itself against the impact of currency risk on its income statement. The table below shows the results of the sensitivity analysis for financial instruments exposed to currency risk on the Group's main foreign currencies (euros, US dollars and pounds sterling) at June 30, 2014: (in millions of euros) USD EUR GBP Financial liabilities (782,0) (46,5) (143,7) Financial assets 752,1 76,8 64,4 Net position (assets-liabilities) before hedging (29,9) 30,2 (79,3) Currency hedging instruments 175,3 - 79,9 Net position (assets-liabilities) after hedging 145,4 30,2 0,6 Impact of a 1% rise in exchange rates On equity - - 0,1 On net profit before income tax 1,5 0,3 - Impact of a 1% fall in exchange rates On equity - - 0,2 On net profit before income tax (1,5) (0,3) - Non-functional currency
Bureau Veritas 2014 Half Year Financial Report 39 The Group is exposed to currency risk inherent to financial instruments denominated in foreign currencies (i.e., currencies other than the functional currency of each Group entity). The sensitivity analysis presented above shows the impact that a significant change in the value of the euro, US dollar and pound sterling would have on earnings in a non-functional currency. The analysis for the US dollar does not include entities whose functional currency is strongly correlated to the US dollar, for example Group entities based in Hong Kong. Liabilities denominated in a currency other than the functional currency of the entity, for which a hedge has been taken out converting the liability to the functional currency, have not been included in the analysis. The impact of a 1% change in exchange rates on hedges is shown in the table above. Financial instruments denominated in foreign currencies which are included in the sensitivity analysis relate to key monetary statement of financial position items and in particular, current and non-current financial assets, trade and other receivables, cash and cash equivalents, current and non-current financial liabilities, current liabilities, and trade and other payables. Interest rate risk The Groups interest rate risk arises primarily from assets and liabilities bearing interest at floating rates. The Group seeks to limit its exposure to a rise in interest rates through the use of interest rate instruments where appropriate. Interest rate exposure is monitored on a monthly basis. The Group continually analyses the level of hedges put in place and ensures that they are appropriate for the related underlying exposure. The Group's policy is to prevent more than 60% of its consolidated net debt being exposed to a rise in interest rates over a long period (more than six months). The Group may therefore enter into other swaps, collars or similar instruments for this purpose. No financial instruments are contracted for speculative purposes. At June 30, 2014, the Group had no interest rate hedges. The table below shows the maturity of fixed- and floating-rate financial assets and liabilities at June 30, 2014: (in millions of euros) Due within 1 year Due between 1 and 5 years Due beyond 5 years Total June 2014 Fixed-rate bank borrowings (158,0) (577,5) (887,8) (1 623,3) Floating-rate bank borrowings (33,5) (339,8) (128,1) (501,5) Bank overdrafts (31,3) (31,3) TOTAL - Financial liabilities (222,8) (917,3) (1 015,9) (2 156,1) TOTAL - Financial assets 176,8 176,8 Floating-rate net position (assets - liabilities) before hedging 112,0 (339,8) (128,1) (356,0) Interest rate hedges Floating-rate net position (assets - liabilities) after hedging 112,0 (339,8) (128,1) (356,0) Impact of a 1% rise in interest rates On equity - On net profit before income tax (3,6) Impact of a 1% fall in interest rates On equity - On net profit before income tax 3,6
Bureau Veritas 2014 Half Year Financial Report 40 At June 30, 2014, the Group considers that a 1% rise in short-term interest rates across all currencies would lead to an increase of around EUR (3.6) million in interest payable. Debts maturing after five years, representing a total amount of EUR 887.8 million, are essentially at fixed rates. At June 30, 2014, 76% of the Group's gross debt was at fixed rates. Note 18: Related-party transactions Parties related to the Company are its majority shareholder Wendel as well as the Chairman of the Board of Directors and the Chief Executive Officer (corporate officers of the Company). On June 30, 2014, the amounts recognized with respect to compensation paid in France to the Chief Executive Officer (fixed and variable portions) and long-term compensation plans (stock options and performance share grants) granted are as follows:
(in millions of euros) June 2014 June 2013 Wages and salaries 1.0 1.5 Stock options 0.2 0.3 Performance share grants 1.0 0.6 Total 2.2 2.4
The amounts in the above table reflect the fair value for accounting purposes of options and shares in accordance with IFRS 2. Consequently, they do not represent the actual amounts that may be paid if any stock options are exercised or any performance shares vest. Stock options and performance shares require a minimum period of service and are also subject to a number of performance conditions. Shares are measured at fair value as calculated under the Black-Scholes model rather than based on the compensation effectively received. The performance share grants require a minimum period of service and are also subject to a number of performance conditions. Key management personnel held a total of 480,000 stock options at June 30, 2014 (June 30, 2013: 896,580), with a fair value per share of EUR 2.75 (June 30, 2013: EUR 1.88). The number of performance shares granted to the executive corporate officer amounted to 1,048,000 at June 30, 2014 (300,000 at June 30, 2013). Note 19: Events after the end of the reporting period Award of stock purchase options and performance shares On July 16, 2014, the Board of Directors decided to award stock purchase options and performance shares to 569 Group employees including the Chief Executive Officer, corresponding to a total of 2,552,800 shares (1,291,600 performance shares and 1,261,200 stock purchase options), or 0.58% of the share capital. The purchase price for the stock options was set at EUR 20.28, reflecting the average undiscounted quoted opening price for the Company's shares on the 20 trading days preceding the grant date. These grants are subject to a number of performance and service conditions.
Bureau Veritas 2014 Half Year Financial Report 41 Acquisitions In July 2014, Bureau Veritas acquired Sistema PRI, a Brazilian company specializing in management support for construction, infrastructure and energy projects. Analysts Inc., an American company, was acquired during the month of August, 2014. This company specializes in oil analysis. Financing On July 18, 2014, the ceiling on the commercial paper program, initially set at EUR 300 million when introduced, was raised to EUR 450 million.
Bureau Veritas 2014 Half Year Financial Report 42 Note 20: Scope of consolidation Fully consolidated companies
June 2014 2013 Country Company Type % control % interest % control % interest Algeria BV Algeria S 100,00 100,00 100,00 100,00 Angola BV Angola S 100,00 100,00 100,00 100,00 Argentina BV Argentina S 100,00 100,00 100,00 100,00 Argentina Inspectorate de Argentina SRL S 100,00 100,00 100,00 100,00 Argentina ACME Analytical Lab. (Argentina) S.A. S 100,00 100,00 100,00 100,00 Australia Bureau Veritas Australia Pty Ltd S 100,00 100,00 100,00 100,00 Australia Bureau Veritas HSE S 100,00 100,00 100,00 100,00 Australia Bureau Veritas Asset Integrity & Reliability Services Australia S 100,00 100,00 100,00 100,00 Australia Bureau Veritas Risk & Safety Pty Ltd S 100,00 100,00 100,00 100,00 Australia Bureau Veritas Asset Integrity & Reliability Services S 100,00 100,00 100,00 100,00 Australia Bureau Veritas International Trade Pty Ltd S 100,00 100,00 100,00 100,00 Australia CCI Holdings S 100,00 100,00 100,00 100,00 Australia Bureau Veritas Minerals Pty Ltd S 100,00 100,00 100,00 100,00 Australia Amdel Holdings S 100,00 100,00 100,00 100,00 Australia Ultra Trace S 100,00 100,00 100,00 100,00 Australia Inspectorate Australia Holdings Pty Ltd S 100,00 100,00 100,00 100,00 Australia Leonora Laverton Assay Laboratories Pty Ltd S 100,00 100,00 100,00 100,00 Austria Bureau Veritas Certification Austria (formerly Zertiefizierung Bau) S 100,00 100,00 100,00 100,00 Azerbaijan BV Azeri S 100,00 100,00 100,00 100,00 Azerbaijan Inspectorate International Azeri LLC S 100,00 100,00 100,00 100,00 Bahamas Inspectorate Bahamas Ltd S 100,00 100,00 100,00 100,00 Bahrain Inspectorate International (Bahrain) Ltd WLL S 100,00 100,00 100,00 100,00 Bahrain BV SA Bahrain B 100,00 100,00 100,00 100,00 Bangladesh BIVAC Bangladesh S 100,00 100,00 100,00 100,00 Bangladesh BVCPS Bangladesh S 100,00 100,00 100,00 100,00 Bangladesh BV Bangladesh Private Ltd S 100,00 100,00 100,00 100,00 Bangladesh BV CPS Chittagong Ltd S 99,80 99,80 99,80 99,80 Belarus BV Belarus Ltd S 100,00 100,00 100,00 100,00 Belgium BV Certification Belgium S 100,00 100,00 100,00 100,00 Belgium AIBV S 100,00 100,00 100,00 100,00 Belgium BV Marine Belgium & Luxembourg S 100,00 100,00 100,00 100,00 Belgium Inspectorate Ghent NV S 100,00 100,00 100,00 100,00 Belgium Inspectorate Gordinne General International Surveyors NV S 100,00 100,00 100,00 100,00 Belgium Inspectorate Antwerp NV S 100,00 100,00 100,00 100,00 Belgium Unicar Benelux SPRL S 100,00 100,00 100,00 100,00 Belgium Euroclass N.V. S 100,00 100,00 100,00 100,00 Belgium BV SA Belgium B 100,00 100,00 100,00 100,00 Benin BIVAC Benin S 100,00 100,00 100,00 100,00 Benin BV Benin S 100,00 100,00 100,00 100,00 Benin Socit dexploitation du guichet unique du Bnin (SEGUB) S 51,00 46,00 51,00 46,00 Bolivia BV Fiscalizadora Boliviana SRL S 100,00 100,00 100,00 100,00
Bureau Veritas 2014 Half Year Financial Report 43 Bosnia BV Sarajevo S 100,00 100,00 100,00 100,00 Bosnia Inspectorate Balkan DOO S 100,00 100,00 100,00 100,00 Brazil BV do Brasil S 100,00 100,00 100,00 100,00 Brazil BVQI do Brasil S 100,00 100,00 100,00 100,00 Brazil Tecnitas do Brasil S 100,00 100,00 100,00 100,00 Brazil Autoreg S 100,00 100,00 100,00 100,00 Brazil Autovis S 100,00 100,00 100,00 100,00 Brazil Loss Control do Brasil S/C Ltda S 100,00 100,00 100,00 100,00 Brazil Inspectorate do Brasil Inspees Ltda S 100,00 100,00 100,00 100,00 Brazil ACME Analytical Laboratorios LTDA. S 100,00 100,00 100,00 100,00 Brunei BV SA Brunei B 100,00 100,00 100,00 100,00 Bulgaria BV Varna S 100,00 100,00 100,00 100,00 Bulgaria Inspectorate Bulgaria EOOD S 100,00 100,00 100,00 100,00 Burkina Faso Bureau Veritas Burkina S.A.U S 100,00 100,00 100,00 100,00 Burma Myanmar BV Ltd S 100,00 100,00 100,00 100,00 Cambodia Bureau Veritas (Cambodia) Limited S 100,00 100,00 100,00 100,00 Cameroon BV Douala S 100,00 100,00 100,00 100,00 Canada BV Canada S 100,00 100,00 100,00 100,00 Canada BV Certification Canada S 100,00 100,00 100,00 100,00 Canada BV I&F Canada S 100,00 100,00 100,00 100,00 Canada BV Ontario S 100,00 100,00 100,00 100,00 Canada RM Inspect Canada Inc S 100,00 100,00 100,00 100,00 Canada Chas Martin Canada Inc S 100,00 100,00 100,00 100,00 Canada 0832484 BC Ltd S 100,00 100,00 100,00 100,00 Canada ACME Analytical Laboratories Ltd S 100,00 100,00 100,00 100,00 Canada ACME Analytical (Labs.) Vancouver Ltd. S 100,00 100,00 100,00 100,00 Canada T H Hill Canada Inc S 100,00 100,00 100,00 100,00 Canada OTI Canada Group S 100,00 100,00 100,00 100,00 Canada Maxxam Analytics International Corp S 100,00 100,00 100,00 100,00 Canada Henderson & Associates Petroleum Consultants Ltd S 100,00 100,00 Central African Republic BIVAC RCA S 100,00 100,00 100,00 100,00 Chad BV Chad S 100,00 100,00 100,00 100,00 Chad BIVAC Chad S 100,00 100,00 100,00 100,00 Chad Socit d'Inspection et d'Analyse du Tchad (SIAT) S 51,00 51,00 51,00 51,00 Chile BV Chile S 100,00 100,00 100,00 100,00 Chile BVQI Chile S 100,00 100,00 100,00 100,00 Chile BV Chile Capacitacion Ltda S 100,00 100,00 100,00 100,00 Chile ECA Control y Asesoramiento (formerly ECA Chile) S 100,00 100,00 100,00 100,00 Chile Cesmec Chile S 100,00 100,00 100,00 100,00 Chile Geoanalitica S 100,00 100,00 100,00 100,00 Chile Servicios de Inspeccion Inspectorate Chile Ltda S 100,00 100,00 100,00 100,00 Chile ACME Analytical Laboratories S.A. S 100,00 100,00 100,00 100,00 Chile Andes Control SA S 100,00 100,00 Chile Panamerica de leasing S 100,00 100,00 100,00 100,00 China Bureau Veritas Hong Kong S 100,00 100,00 100,00 100,00 China BV Consulting Shanghai S 100,00 100,00 100,00 100,00 China BVCPS Shanghai (formerly MTL Shanghai) S 85,00 85,00 85,00 85,00
Bureau Veritas 2014 Half Year Financial Report 44 China LCIE China S 100,00 100,00 100,00 100,00 China BV Certification Hong Kong S 100,00 100,00 100,00 100,00 China BV Certification China (formerly Falide International Quality Assessment) S 100,00 100,00 100,00 100,00 China BIVAC Shanghai S 100,00 100,00 100,00 100,00 China BV HK Ltd (009) branch Marine (338) S 100,00 100,00 100,00 100,00 China BVCPS HK (mainly Taiwan branch) S 100,00 100,00 100,00 100,00 China Tecnitas far East S 100,00 100,00 100,00 100,00 China Guangzhou BVCPS S 100,00 100,00 100,00 100,00 China BV Bosun - Safety Technology S 100,00 100,00 100,00 100,00 China Safety Technology Holding S 100,00 100,00 100,00 100,00 China BV Shenzen S 80,00 80,00 80,00 80,00 China NDT Technology Holding S 100,00 100,00 100,00 100,00 China BV-Fairweather Inspection & Consultants S 100,00 100,00 100,00 100,00 China Bureau Veritas Marine China S 100,00 100,00 100,00 100,00 China ADT Shanghai S 100,00 100,00 100,00 100,00 China NS Technology S 100,00 100,00 100,00 100,00 China BV Quality Services Shanghai S 100,00 100,00 100,00 100,00 China Inspectorate (Shanghai) Ltd S 85,00 85,00 85,00 85,00 China BVCPS Jiangsu Co (JV) S 60,00 51,00 60,00 51,00 China Beijing Huaxia Supervision Co S 70,00 70,00 70,00 70,00 China Shanghai Davis Testing Technology Co. Ltd. S 100,00 100,00 100,00 100,00 China Aces Champion Group Ltd S 100,00 100,00 100,00 100,00 China BV Zhejiang CPS Shenyue Co Ltd S 51,00 51,00 Colombia BV Colombia S 100,00 100,00 100,00 100,00 Colombia BVQI Colombia S 100,00 100,00 100,00 100,00 Colombia ECA Colombia S 100,00 100,00 100,00 100,00 Colombia Inspectorate Colombia Ltda S 100,00 100,00 100,00 100,00 Colombia ACME Analytical Lab. Colombia S.A.S. S 100,00 100,00 100,00 100,00 Colombia T H Hill Colombia, branch B 100,00 100,00 100,00 100,00 Colombia Tecnicontrol SA S 100,00 100,00 100,00 100,00 Congo BV Congo S 100,00 100,00 100,00 100,00 Congo BIVAC Congo S 100,00 100,00 100,00 100,00 Costa Rica Inspectorate Costa Rica SA S 100,00 100,00 100,00 100,00 Croatia BV Croatia S 100,00 100,00 100,00 100,00 Croatia Inspectorate Croatia Ltd Doo S 100,00 100,00 100,00 100,00 Cuba BV SA Cuba B 100,00 100,00 100,00 100,00 Czech Republic BV Czech Republic S 100,00 100,00 100,00 100,00 Democratic Republic of Congo BIVAC RDC S 100,00 100,00 100,00 100,00 Denmark BV HSE Denmark S 100,00 100,00 100,00 100,00 Denmark BV SA Denmark B 100,00 100,00 100,00 100,00 Dominican Republic Inspectorate Dominicana S.A. S 100,00 100,00 100,00 100,00 Dominican Republic ACME Analytical Laboratories (R.D.) S.A. S 100,00 100,00 100,00 100,00 Ecuador BIVAC Ecuador S 100,00 100,00 100,00 100,00 Ecuador BV Ecuador S 100,00 100,00 100,00 100,00 Ecuador Inspectorate del Ecuador SA S 100,00 100,00 100,00 100,00 Ecuador Andes Control Ecuador SA S 100,00 100,00 Egypt BV Egypt S 90,00 90,00 90,00 90,00
Bureau Veritas 2014 Half Year Financial Report 45 Egypt Watson Gray (Egypt) limited S 100,00 100,00 100,00 100,00 Egypt BV SA Egypt B 100,00 100,00 100,00 100,00 Equatorial Guinea BV Equatorial Guinea B 100,00 100,00 100,00 100,00 Estonia BV Estonia S 100,00 100,00 100,00 100,00 Estonia Inspectorate Estonia AS S 100,00 100,00 100,00 100,00 Finland Unicar Finland OY S 100,00 100,00 100,00 100,00 Finland BV SA Finland B 100,00 100,00 100,00 100,00 France BVCPS France S 100,00 100,00 100,00 100,00 France BIVAC International S 100,00 100,00 100,00 100,00 France BV Certification France S 100,00 100,00 100,00 100,00 France BV Certification Holding S 100,00 100,00 100,00 100,00 France CEP Industrie S 100,00 100,00 100,00 100,00 France BV International S 100,00 100,00 100,00 100,00 France BV France S 100,00 100,00 100,00 100,00 France Sedhyca S 100,00 100,00 100,00 100,00 France Tecnitas S 100,00 100,00 100,00 100,00 France LCIE France S 100,00 100,00 100,00 100,00 France ECS S 100,00 100,00 100,00 100,00 France SOD.I.A S 100,00 100,00 100,00 100,00 France Coreste S 99,60 99,60 99,60 99,60 France Ecalis S 100,00 100,00 100,00 100,00 France Bureau Veritas Laboratoires S 100,00 100,00 100,00 100,00 France CODDE S 100,00 100,00 100,00 100,00 France Bureau Veritas Logistique (formerly BV Oprations France) S 100,00 100,00 100,00 100,00 France Bureau Veritas Infrastructures (formerly Payma Cotas France) S 100,00 100,00 100,00 100,00 France SAS Halec S 100,00 100,00 100,00 100,00 France Inspectorate SA S 100,00 100,00 100,00 100,00 France Guichet Unique Commerce Extrieur & Logistique GUCEL SAS S 90,00 90,00 90,00 90,00 France BIVAC MALI S 100,00 100,00 100,00 100,00 France Arcalia France S 100,00 100,00 100,00 100,00 France Ocanic Developpement SAS S 100,00 100,00 100,00 100,00 France Medi-Qual S 100,00 100,00 100,00 100,00 France AMCR S 100,00 100,00 100,00 100,00 France ACR Mditerrane S 100,00 100,00 100,00 100,00 France ACR Atlantique S 100,00 100,00 100,00 100,00 France Unicar France SAS S 100,00 100,00 100,00 100,00 France Unicar Group SAS S 100,00 100,00 100,00 100,00 France Bureau Veritas Holding 1 S 100,00 100,00 100,00 100,00 France Bureau Veritas Holding 2 S 100,00 100,00 100,00 100,00 France Bureau Veritas Holding 3 S 100,00 100,00 100,00 100,00 France GIE CEPI CTE ASCOT S 55,00 55,00 55,00 55,00 France BV SA France B 100,00 100,00 100,00 100,00 France BV SA Mayotte B 100,00 100,00 100,00 100,00 Fujairah Inspectorate International Ltd (Fujairah branch) S 100,00 100,00 100,00 100,00 Gabon BV Gabon S 100,00 100,00 100,00 100,00 Georgia Inspectorate Georgia LLC S 100,00 100,00 100,00 100,00 Germany BV Certification Germany S 100,00 100,00 100,00 100,00 Germany BVCPS Germany S 100,00 100,00 100,00 100,00 Germany BV Construction Services S 100,00 100,00 100,00 100,00 Germany BV Germany Holding Gmbh S 100,00 100,00 100,00 100,00
Bureau Veritas 2014 Half Year Financial Report 46 Germany Bureau Veritas Industry Services S 100,00 100,00 100,00 100,00 Germany One Tv S 66,67 66,67 66,67 66,67 Germany Inspectorate Germany GmbH S 100,00 100,00 100,00 100,00 Germany Inspectorate Deutschland GmbH S 100,00 100,00 100,00 100,00 Germany Pockrandt GmbH Technische Qualitatskontrolle S 100,00 100,00 100,00 100,00 Germany Technitas Central Europe S 100,00 100,00 100,00 100,00 Germany Unicar GmbH S 100,00 100,00 100,00 100,00 Germany 7 Layers Germany AG S 100,00 100,00 100,00 100,00 Germany Bureau Veritas Material Testing GmBh S 100,00 100,00 100,00 100,00 Germany Wireless IP S 100,00 100,00 100,00 100,00 Germany BV SA Germany B 100,00 100,00 100,00 100,00 Ghana BIVAC Ghana S 100,00 100,00 100,00 100,00 Ghana BV Ghana S 100,00 100,00 100,00 100,00 Ghana Inspectorate Ghana Ltd S 100,00 100,00 100,00 100,00 Greece BV Certification Hellas S 100,00 100,00 100,00 100,00 Greece BV SA Greece B 100,00 100,00 100,00 100,00 Guatemala BVCPS Guatemala S 100,00 100,00 100,00 100,00 Guinea BIVAC Guinea S 100,00 100,00 100,00 100,00 Guinea BV Guinea S 100,00 100,00 100,00 100,00 Guyana ACME Analytical (Lab.) Guyana Inc. S 100,00 100,00 100,00 100,00 Hungary BV Hungary S 100,00 100,00 100,00 100,00 Iceland Bureau Veritas Iceland S 100,00 100,00 100,00 100,00 India BVIS India S 100,00 100,00 100,00 100,00 India BVCPS India Ltd S 100,00 100,00 100,00 100,00 India Bureau Veritas India S 100,00 100,00 100,00 100,00 India BV Certification India S 100,00 100,00 100,00 100,00 India Inspectorate Griffith India Pvt Ltd S 100,00 100,00 100,00 100,00 India Civil Aid S 100,00 100,00 100,00 100,00 India Bhagavathi Ana Labs Private Ltd S 100,00 100,00 100,00 100,00 India Sievert India Pvt Ltd S 100,00 100,00 100,00 100,00 India BV SA India B 100,00 100,00 100,00 100,00 Indonesia BV Indonesia S 100,00 100,00 100,00 100,00 Indonesia BVCPS Indonesia S 85,00 85,00 85,00 85,00 Indonesia Inspectorate PT IOL Indonesia S 100,00 100,00 100,00 100,00 Iran Inspectorate Iran (Qeshm) Ltd S 51,00 51,00 51,00 51,00 Iran BV SA Iran B 100,00 100,00 100,00 100,00 Iraq BV Iraq S 100,00 100,00 100,00 100,00 Ireland BV Ireland Ltd S 100,00 100,00 100,00 100,00 Ireland BV SA Ireland B 100,00 100,00 100,00 100,00 Italy BV Italy S 100,00 100,00 100,00 100,00 Italy BV Italia Holding SPA (formerly BVQI Italy) S 100,00 100,00 100,00 100,00 Italy Nexta S 100,00 100,00 100,00 100,00 Italy Inspectorate Italy SRL S 100,00 100,00 100,00 100,00 Ivory Coast BV Ivory Coast S 100,00 100,00 100,00 100,00 Ivory Coast BIVAC Scan CI S 61,99 61,99 61,99 61,99 Ivory Coast BIVAC Ivory Coast S 100,00 100,00 100,00 100,00 Ivory Coast Bureau Veritas Mineral Laboratories S 100,00 100,00 100,00 100,00 Japan BV Japan S 100,00 100,00 100,00 100,00 Japan Bureau Veritas Human Tech S 100,00 100,00 100,00 100,00 Japan Inspectorate (Singapore) Pte. Ltd., Japan Branch S 100,00 100,00 100,00 100,00 Japan Japan Certification Services S 100,00 100,00 100,00 100,00 Japan 7 Layers Japan S 100,00 100,00 100,00 100,00
Bureau Veritas 2014 Half Year Financial Report 47 Japan Kanagawa Building Inspection S 100,00 100,00 100,00 100,00 Japan Jyutaku I&I Services S 100,00 100,00 Jordan BV BIVAC Jordan S 100,00 100,00 100,00 100,00 Kazakhstan BV Kazakhstan S 100,00 100,00 100,00 100,00 Kazakhstan BVI Ltd Kazakhstan B 100,00 100,00 100,00 100,00 Kazakhstan BV Kazakhstan Industrial Services LLP S 60,00 60,00 60,00 60,00 Kazakhstan Kazinspectorate Ltd S 100,00 100,00 100,00 100,00 Kazakhstan BV Marine Kazakhstan S 100,00 100,00 100,00 100,00 Kenya BV Kenya S 99,90 99,90 99,90 99,90 Kuwait Inspectorate International Limited Kuwait S 100,00 100,00 100,00 100,00 Kuwait BV SA Kuwait B 100,00 100,00 100,00 100,00 Latvia Bureau Veritas Latvia S 100,00 100,00 100,00 100,00 Latvia Inspectorate Latvia Ltd S 100,00 100,00 100,00 100,00 Lebanon BV Lebanon S 100,00 100,00 100,00 100,00 Lebanon BIVAC Branch Lebanon B 100,00 100,00 100,00 100,00 Liberia BIVAC Liberia S 100,00 100,00 100,00 100,00 Liberia BV Liberia S 100,00 100,00 100,00 100,00 Lithuania BV Lithuania S 100,00 100,00 100,00 100,00 Lithuania Inspectorate Klaipeda UAB S 100,00 100,00 100,00 100,00 Luxembourg Soprefira S 100,00 100,00 100,00 100,00 Luxembourg BV Luxembourg S 100,00 100,00 100,00 100,00 Malaysia BV Malaysia S 49,00 49,00 49,00 49,00 Malaysia BV Certification Malaysia (formerly BVQI Malaysia) S 100,00 100,00 100,00 100,00 Malaysia BV Inspection S 100,00 100,00 100,00 100,00 Malaysia Inspectorate Malaysia SDN BHD S 49,00 49,00 49,00 49,00 Malaysia Scientige SDN BHD S 100,00 100,00 100,00 100,00 Mali BV Mali S 100,00 100,00 100,00 100,00 Malta Inspectorate Malta Ltd S 100,00 100,00 100,00 100,00 Malta BV SA Malta B 100,00 100,00 100,00 100,00 Mauritania BV SA Mauritania B 100,00 100,00 100,00 100,00 Mauritius BV SA - Mauritius B 100,00 100,00 100,00 100,00 Mexico BVQI Mexico S 100,00 100,00 100,00 100,00 Mexico BV Mexicana S 100,00 100,00 100,00 100,00 Mexico BVCPS Mexico S 100,00 100,00 100,00 100,00 Mexico Inspectorate de Mexico SA de CV S 100,00 100,00 100,00 100,00 Mexico Chas Martin Mexico City Inc S 100,00 100,00 100,00 100,00 Mexico TC Engineering & Consulting SA de CV S 100,00 100,00 100,00 100,00 Mexico Unicar Automotive Inspection Mexico S 100,00 100,00 100,00 100,00 Monaco BV Monaco S 100,00 100,00 100,00 100,00 Mongolia Bureau Veritas Inspection & Testing Mongolia LLC S 100,00 100,00 100,00 100,00 Morocco BV Morocco (formerly BV Certification Morocco) S 100,00 100,00 100,00 100,00 Morocco BV SA Morocco B 100,00 100,00 100,00 100,00 Mozambique Bureau Veritas Controle S 63,00 63,00 90,00 90,00 Mozambique BV Mozambique Ltda S 100,00 100,00 100,00 100,00 Mozambique TETE Lab S 66,66 66,66 66,66 66,66 Mozambique BV SA Mozambique B 100,00 100,00 100,00 100,00 Namibia Bureau Veritas Namibie S 100,00 100,00 100,00 100,00 Netherlands BIVAC BV (formerly BIVAC Rotterdam) S 100,00 100,00 100,00 100,00 Netherlands BV Inspection & Certification the S 100,00 100,00 100,00 100,00
Bureau Veritas 2014 Half Year Financial Report 48 Netherlands BV Netherlands Risk Control BV S 100,00 100,00 100,00 100,00 Netherlands BV Marine Netherlands S 100,00 100,00 100,00 100,00 Netherlands BV Nederland Holding S 100,00 100,00 100,00 100,00 Netherlands Inspectorate Investments B.V. S 100,00 100,00 100,00 100,00 Netherlands Inspection Worldwide Services B.V. S 100,00 100,00 100,00 100,00 Netherlands Inspectorate International B.V. S 100,00 100,00 100,00 100,00 Netherlands Inspectorate IOL Investments B.V. S 100,00 100,00 100,00 100,00 Netherlands Inspectorate Inpechem Inspectors B.V. S 100,00 100,00 100,00 100,00 Netherlands Inspectorate Bonaire NV S 100,00 100,00 100,00 100,00 Netherlands Inspectorate Curaao NV S 100,00 100,00 100,00 100,00 Netherlands Inspectorate Curaao NV Aruba S 100,00 100,00 100,00 100,00 New Caledonia BV SA - New Caledonia B 100,00 100,00 100,00 100,00 New Zealand BV New Zealand S 100,00 100,00 100,00 100,00 Nicaragua Nl01b Inspectorate America Corp. - Nicaragua S 100,00 100,00 100,00 100,00 Nigeria BV Nigeria S 60,00 60,00 60,00 60,00 Nigeria Inspectorate Marine Services (Nigeria) Ltd S 100,00 100,00 100,00 100,00 Norway BV Norway (formerly Chemtox - Norge AS) S 100,00 100,00 100,00 100,00 Norway Inspectorate Norway S 100,00 100,00 100,00 100,00 Oman Inspectorate International Limited Oman S 100,00 100,00 100,00 100,00 Oman Sievert Technical Inspection LLC S 70,00 70,00 70,00 70,00 Oman Bureau Veritas Middle East Co. LLC S 70,00 70,00 70,00 70,00 Oman BV SA Oman B 100,00 100,00 100,00 100,00 Pakistan BV Pakistan S 100,00 100,00 100,00 100,00 Pakistan BVCPS Pakistan S 80,00 80,00 80,00 80,00 Panama BV Panama S 100,00 100,00 100,00 100,00 Panama Inspectorate de Panama SA S 100,00 100,00 100,00 100,00 Papua New Guinea BV Asset Integrity and Reliability Services Pty Ltd Branch S 100,00 100,00 100,00 100,00 Paraguay BIVAC Paraguay S 100,00 100,00 100,00 100,00 Paraguay Inspectorate de Paraguay S.R.L. S 100,00 100,00 100,00 100,00 Peru Andes Control Peru SAC S 100,00 100,00 Peru BIVAC Peru S 100,00 100,00 100,00 100,00 Peru BV Peru S 100,00 100,00 100,00 100,00 Peru Cesmec Peru S 100,00 100,00 100,00 100,00 Peru Inspectorate Services Peru SAC S 100,00 100,00 100,00 100,00 Peru ACME Analytical Lab. Peru S 100,00 100,00 100,00 100,00 Peru Tecnicontrol Ingenieria S 100,00 100,00 100,00 100,00 Philippines Inspectorate International Ltd (Philippines branch) S 100,00 100,00 100,00 100,00 Philippines Toplis Marine Philippines S 80,00 80,00 80,00 80,00 Philippines BV SA Philippines B 100,00 100,00 100,00 100,00 Poland BV Certification Poland S 100,00 100,00 100,00 100,00 Poland ACME Labs Polska sp. z o. o. S 100,00 100,00 100,00 100,00 Portugal BV Certification Portugal S 100,00 100,00 100,00 100,00 Portugal Rinave Registro Intl Naval S 100,00 100,00 100,00 100,00 Portugal Rinave Consultadorio y Servicios S 100,00 100,00 100,00 100,00 Portugal BIVAC Iberica S 100,00 100,00 100,00 100,00 Portugal Inspectorate Portugal S.A. S 100,00 100,00 100,00 100,00 Puerto Rico Inspectorate America Corporation S 100,00 100,00 100,00 100,00 Qatar Inspectorate International Limited S 49,00 49,00 49,00 49,00
Bureau Veritas 2014 Half Year Financial Report 49 Qatar WLL Qatar Sievert International Inspection WLL S 49,00 34,30 49,00 34,30 Qatar BV SA Qatar B 100,00 100,00 100,00 100,00 Romania BV Romania CTRL S 100,00 100,00 100,00 100,00 Romania Inspect Balkan SRL S 100,00 100,00 100,00 100,00 Russia BV Russia S 100,00 100,00 100,00 100,00 Russia Bureau Veritas Certification Russia S 100,00 100,00 100,00 100,00 Russia Inspectorate Russia S 100,00 100,00 100,00 100,00 Russia Unicar Russia LLC S 100,00 100,00 100,00 100,00 Rwanda BV Rwanda Ltd S 100,00 100,00 100,00 100,00 Sainte Croix Inspectorate America Corporation S 100,00 100,00 100,00 100,00 Saudi Arabia BV SATS S 60,00 60,00 60,00 60,00 Saudi Arabia Inspectorate International Saudi Arabia Co Ltd S 65,00 65,00 65,00 65,00 Saudi Arabia Sievert Arabia Ltd S 100,00 100,00 100,00 100,00 Saudi Arabia BV SA Saudi Arabia B 100,00 100,00 100,00 100,00 Senegal BV Senegal S 100,00 100,00 100,00 100,00 Serbia Bureau Veritas D.O.O. S 100,00 100,00 100,00 100,00 Singapore BVCPS Singapore S 100,00 100,00 100,00 100,00 Singapore Tecnitas B 100,00 100,00 100,00 100,00 Singapore Bureau Veritas Singapore Pte Ltd S 100,00 100,00 100,00 100,00 Singapore BV Marine Singapore S 100,00 100,00 100,00 100,00 Singapore Atomic Technologies Pte Ltd S 100,00 100,00 100,00 100,00 Singapore Inspectorate (Singapore) PTE Ltd S 100,00 100,00 100,00 100,00 Singapore Sievert Veritas Pte Ltd S 100,00 100,00 100,00 100,00 Singapore CKM Consultants Pte Ltd S 100,00 100,00 100,00 100,00 Singapore 7 Layers Asia Private Ltd S 100,00 100,00 100,00 100,00 Singapore BV SA Singapore B 100,00 100,00 100,00 100,00 Slovakia BV Certification Slovakia S 100,00 100,00 100,00 100,00 Slovenia Bureau Veritas D.O.O. S 100,00 100,00 100,00 100,00 Slovenia BV SA Slovenia B 100,00 100,00 100,00 100,00 South Africa BV South Africa S 70,00 70,00 70,00 70,00 South Africa ACT S 100,00 100,00 100,00 100,00 South Africa Inspectorate Chemtaur (Pty) Ltd S 73,30 73,30 73,30 73,30 South Africa Bureau Veritas Marine Surveying Pty Ltd S 51,00 37,38 51,00 37,38 South Africa M&L Laboratory Services (Pty) Ltd S 100,00 73,30 100,00 73,30 South Africa Bureau Veritas Gazelle Pty Ltd S 70,00 70,00 70,00 70,00 South Africa Tekniva S 100,00 70,00 100,00 70,00 South Africa Carab Technologies Pty Ltd S 100,00 70,00 100,00 70,00 South Korea BV Certification Korea (formerly BVQI Korea) S 100,00 100,00 100,00 100,00 South Korea BV KOTITI Korea Ltd S 51,00 51,00 51,00 51,00 South Korea BVCPS ADT Korea Ltd S 100,00 100,00 100,00 100,00 South Korea 7 Layers Korea Ltd S 100,00 100,00 100,00 100,00 South Korea BV SA South Korea B 100,00 100,00 100,00 100,00 Spain BV Iberia S 100,00 100,00 100,00 100,00 Spain BV Inversiones SA (formerly Inversiones Y Patrimonios De ECA Global, S.A.) S 100,00 100,00 100,00 100,00 Spain ECA Global'S Investments,Heritage And Assets,S.L.U S 100,00 100,00 100,00 100,00 Spain ECA Entidad Colaborada De La Administracin, S.A.U S 100,00 100,00 100,00 100,00 Spain BV Formacion (formerly ECA Instituto De Tecnologa Y Formacin, S.A.) S 95,00 95,00 95,00 95,00
Bureau Veritas 2014 Half Year Financial Report 50 Spain Activa, Innovacin Y Servicios, S.A.U. S 100,00 100,00 100,00 100,00 Spain Instituto De La Calidad, S.A.U. S 100,00 100,00 100,00 100,00 Spain Inspectorate Andalucia SA S 100,00 100,00 100,00 100,00 Spain Inspectorate Espaola, S.A. S 100,00 100,00 100,00 100,00 Spain Unicar Spain Servicios de Control S.L. S 100,00 100,00 100,00 100,00 Sri Lanka BVCPS Lanka S 100,00 100,00 100,00 100,00 Sri Lanka BV Lanka ltd S 100,00 100,00 100,00 100,00 Sudan Inspectorate International Ltd Sudan S 100,00 100,00 100,00 100,00 Sweden BV Certification Sverige S 100,00 100,00 100,00 100,00 Sweden LW Cargo Survey AB S 100,00 100,00 100,00 100,00 Sweden BV SA Sweden B 100,00 100,00 100,00 100,00 Switzerland BV Switzerland S 100,00 100,00 100,00 100,00 Switzerland BV Certification Switzerland S 100,00 100,00 100,00 100,00 Switzerland Inspectorate Suisse SA S 100,00 100,00 100,00 100,00 Syria BIVAC Branch Syria B 100,00 100,00 100,00 100,00 Tahiti BV SA Tahiti B 100,00 100,00 100,00 100,00 Taiwan 7 Layers Taiwan S 100,00 100,00 100,00 100,00 Taiwan MTL TAIWAN Branch of BV CPS HKG S 100,00 100,00 100,00 100,00 Taiwan BV Certification Taiwan S 100,00 100,00 100,00 100,00 Taiwan BV Taiwan S 100,00 100,00 100,00 100,00 Taiwan Advance Data Technology S 99,10 99,10 99,10 99,10 Taiwan BVCPS HK, Taoyuan Branch S 100,00 100,00 100,00 100,00 Taiwan Inspectorate (Singapore) Pte. Ltd., Taiwan Branch S 100,00 100,00 100,00 100,00 Taiwan BV SA Taiwan B 100,00 100,00 100,00 100,00 Tanzania BV Tanzania S 100,00 100,00 100,00 100,00 Thailand BV Thailand S 49,00 49,00 49,00 49,00 Thailand BVCPS Thailand S 100,00 100,00 100,00 100,00 Thailand BV Certification Thailand S 49,00 49,00 49,00 49,00 Thailand Inspectorate (Thailand) Co Ltd S 75,00 75,00 75,00 75,00 Thailand Sievert Thailand S 100,00 100,00 Togo BV Togo S 100,00 100,00 100,00 100,00 Togo SEGUCE Togo S 100,00 100,00 Trinidad and Tobago Inspectorate America Corporation S 100,00 100,00 100,00 100,00 Tunisia STCV Tunisia S 49,90 49,90 49,90 49,90 Tunisia Inspectorate Tunisia S 100,00 100,00 100,00 100,00 Tunisia BV SA Tunisia B 100,00 100,00 100,00 100,00 Tunisia BV SA - MST - Tunisia B 100,00 100,00 100,00 100,00 Turkey BV Gozetim Hizmetleri S 100,00 100,00 100,00 100,00 Turkey BVCPS Turkey S 100,00 100,00 100,00 100,00 Turkey Inspectorate Uluslararasi Gozetim Servisleri A.S S 80,00 80,00 80,00 80,00 Turkey BV Deniz Ve Gemi Sinif S 100,00 100,00 100,00 100,00 Turkey ACME Analitik Lab. Hizmetleri Ltd. Sirk. S 100,00 100,00 100,00 100,00 Turkmenistan Inspectorate Suisse SA Turkmenistan branch S 100,00 100,00 100,00 100,00 Uganda BV Uganda S 100,00 100,00 100,00 100,00 Ukraine BV Ukraine S 100,00 100,00 100,00 100,00 Ukraine BV Certification Ukraine S 100,00 100,00 100,00 100,00 Ukraine Inspectorate Ukraine LLC S 100,00 100,00 100,00 100,00 United Arab Emirates Inspectorate International Ltd (Dubai branch) S 100,00 100,00 100,00 100,00 United Arab Emirates Sievert Emirates Inspection LLC S 49,00 49,00 49,00 49,00
Bureau Veritas 2014 Half Year Financial Report 51 United Arab Emirates Quality Veritas DMCC S 100,00 100,00 100,00 100,00 United Arab Emirates BV SA Abu Dhabi B 100,00 100,00 100,00 100,00 United Arab Emirates BV SA Dubai B 100,00 100,00 100,00 100,00 United Kingdom BV Certification Holding B 100,00 100,00 100,00 100,00 United Kingdom BV Certification LTD UK S 100,00 100,00 100,00 100,00 United Kingdom BV UK Ltd S 100,00 100,00 100,00 100,00 United Kingdom BV Inspection UK S 100,00 100,00 100,00 100,00 United Kingdom Weeks Technical Services S 100,00 100,00 100,00 100,00 United Kingdom Pavement Technologies Limited S 75,00 75,00 75,00 75,00 United Kingdom Bureau Veritas Consumer Products Services UK Ltd S 100,00 100,00 100,00 100,00 United Kingdom Tenpleth UK S 100,00 100,00 100,00 100,00 United Kingdom Casella consulting ltd S 100,00 100,00 100,00 100,00 United Kingdom BV HS&E S 100,00 100,00 100,00 100,00 United Kingdom BV B&I Ltd S 100,00 100,00 100,00 100,00 United Kingdom BV UK Holding Ltd S 100,00 100,00 100,00 100,00 United Kingdom Inspectorate Holdings Plc S 100,00 100,00 100,00 100,00 United Kingdom Inspectorate International Limited S 100,00 100,00 100,00 100,00 United Kingdom Inspectorate (International Holdings) Ltd S 100,00 100,00 100,00 100,00 United Kingdom Daniel C Griffith Holdings Ltd S 100,00 100,00 100,00 100,00 United Kingdom BV SA United Kingdom B 100,00 100,00 100,00 100,00 United States BVHI USA S 100,00 100,00 100,00 100,00 United States BV Marine Inc S 100,00 100,00 100,00 100,00 United States BV Certification North America S 100,00 100,00 100,00 100,00 United States BVCPS Inc. S 100,00 100,00 100,00 100,00 United States BIVAC North America S 100,00 100,00 100,00 100,00 United States US Laboratories Inc S 100,00 100,00 100,00 100,00 United States Bureau Veritas North America S 100,00 100,00 100,00 100,00 United States One Cis Insurance S 100,00 100,00 100,00 100,00 United States Curtis Strauss S 100,00 100,00 100,00 100,00 United States NEIS S 100,00 100,00 100,00 100,00 United States Inspectorate Pledgeco Inc. S 100,00 100,00 100,00 100,00 United States Inspectorate Holdco Inc. S 100,00 100,00 100,00 100,00 United States Inspectorate America Corporation S 100,00 100,00 100,00 100,00 United States Chas Martin Montreal Inc S 100,00 100,00 100,00 100,00 United States Inspectorate US Holdings 1 LLC S 100,00 100,00 100,00 100,00 United States Inspectorate US Holdings 2 LLC S 100,00 100,00 100,00 100,00 United States ACME Analytical Laboratories USA,Inc.k. S 100,00 100,00 100,00 100,00 United States T H Hill Colombia Llc S 100,00 100,00 100,00 100,00
Bureau Veritas 2014 Half Year Financial Report 52 United States T H Hill Associates Inc S 100,00 100,00 100,00 100,00 United States Loma International Corp S 100,00 100,00 100,00 100,00 United States Unicar USA Inc. S 100,00 100,00 100,00 100,00 United States 7 Layers US S 100,00 100,00 100,00 100,00 United States 612699 Delaware Inc S 100,00 100,00 United States Quiktrak Inc S 100,00 100,00 United States DTI Diversitech S 100,00 100,00 Uruguay Inspectorate Uruguay Srl S 100,00 100,00 100,00 100,00 Venezuela BVQI Venezuela S 100,00 100,00 100,00 100,00 Venezuela BV Venezuela S 100,00 100,00 100,00 100,00 Venezuela Inspectorate de Venezuela SCS S 100,00 100,00 100,00 100,00 Vietnam BV Vietnam S 100,00 100,00 100,00 100,00 Vietnam BV Certification Vietnam (formerly BVQI Vietnam) S 100,00 100,00 100,00 100,00 Vietnam BV Consumer Product Services Vietnam Ltd S 100,00 100,00 100,00 100,00 Vietnam Inspectorate Vietnam Co. LLC S 100,00 100,00 100,00 100,00 Yemen Inspectorate International Limited Yemen S 100,00 100,00 100,00 100,00
The aforementioned entities are all fully consolidated since they are controlled by Bureau Veritas, i.e., the Group has the majority of the voting rights in these entities or governs their financial and operating policies. Companies accounted for by the equity method
June 2014 2013 Country Company Type % control % interest % control % interest China 7Layers Ritt China S 50,00 50,00 50,00 50,00 France ATSI - France S 49,92 49,92 49,92 49,92 Netherlands CIBV BV S 50,00 50,00 50,00 50,00 United Kingdom BV EM & I Limited S 50,00 50,00 50,00 50,00 United Kingdom Unicar GB Ltd S 50,00 50,00 50,00 50,00 United Kingdom UCM Global Ltd S 50,00 50,00 50,00 50,00 Russia BV Safety Limited Liability Company S 49,00 49,00
Bureau Veritas 2014 Half Year Financial Report 53 2.3. STATUTORY AUDITORS REVIEW REPORT ON THE INTERIM FINANCIAL INFORMATION (JANUARY 1 TO JUNE 30, 2014) To the Shareholders, BUREAU VERITAS 67 71, boulevard du Chteau 92571 Neuilly-sur-Seine Cedex - France
In compliance with the assignment entrusted to us by your Annual General Meeting and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code (Code montaire et financier), we hereby report to you on:
- the review of the accompanying condensed interim consolidated financial statements of Bureau Veritas, for the six months ended June 30, 2014; - the verification of the information contained in the interim management report.
These condensed interim consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
I - Conclusion on the financial statements
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim consolidated financial statements have not been prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union.
II Specific verification
We have also verified the information given in the interim management report on the condensed interim consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and its consistency with the condensed interim consolidated financial statements.
Neuilly-sur-Seine and Paris, August 26, 2014
The Statutory Auditors
PricewaterhouseCoopers Audit BM&A
Christine Bouvry Eric Seyvos
Bureau Veritas 2014 Half Year Financial Report 54 3. DECLARATION BY THE PERSON RESPONSIBLE FOR THE 2014 HALF- YEAR FINANCIAL REPORT
I declare that to the best of my knowledge the condensed Half-Year consolidated Financial Statements appearing in Chapter 2 2014 Condensed Half-Year Consolidated Financial Statements have been drawn up in accordance with applicable accounting standards and provide a faithful picture of the capital, financial position and results of the company and all the businesses included in the consolidation, and that the Half-Year Business Report appearing in Chapter 1 2014 Half-Year Business Report has a table which faithfully presents the important events which took place in the first six months of the financial period, their effect on the consolidated accounts as at June 30, 2014, the principal related-party transactions and a description of the main risks factors for the remaining six months of the 2014 financial year.
Neuilly-sur-Seine, August 27, 2014
Didier Michaud-Daniel Chairman and Chief Executive Officer of Bureau Veritas