Quarterly Report • Oct 9, 2015
Quarterly Report
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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, 2015 to June 30, 2015, the consolidated financial statements of the Bureau Veritas Group for the six months ended June 30, 2015, the report prepared by the statutory auditors and the declaration by those responsible for the document.
| 1. | Half-year business report at June 30, 2015 | 2 |
|---|---|---|
| 1.1. | Preliminary note | 2 |
| 1.2. | Highlights of the period | 2 |
| 1.3. | Change in activity and results | 4 |
| 1.4. | Cash flows and sources of financing | 10 |
| 1.5. | Risk factors for the remaining six months of the financial year | 17 |
| 1.6. | Related-party transactions | 18 |
| 1.7. | Outlook | 18 |
| 1.8. | Post-closing events | 19 |
| 2. | Condensed half-year consolidated financial statements at June 30, 2015 | 20 |
| 2.1. | Condensed half-year consolidated financial statements | 20 |
| 2.2. | Notes to the condensed half-year consolidated financial statements Note 1: General information Note 2: First-half 2015 highlights Note 3: Summary of significant accounting policies Note 4: Seasonal fluctuations Note 5: Segment reporting Note 6: Operating income and expense Note 7: Income tax expense Note 8: Goodwill Note 9: Acquisitions and disposals Note 10: Share capital Note 11: Share-based payment Note 12: Financial liabilities Note 13: Guarantees given Note 14: Provisions for other liabilities and charges Note 15: Movements in working capital attributable to operations Note 16: Earnings per share Note 17: Dividend per share Note 18: Additional financial instrument disclosures Note 19: Related-party transactions Note 20: Events after the end of the reporting period Note 21: Scope of consolidation |
25 25 25 26 27 28 28 29 29 31 33 33 34 36 37 37 38 39 40 44 45 46 |
| 2.3. | Statutory Auditor's review report on the 2015 interim financial information (January 1 to June 30, 2015) |
57 |
| 3. | Declaration by the person responsible for the half-year financial report | 58 |
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, 2015 set out in Chapter 2 of this 2015 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, 2014 set out in paragraph 4.1 of the 2014 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 2015 (H1 2015) and the first half of 2014 (H1 2014) were drawn up in accordance with IFRS (International Financial Reporting Standards) guidelines, as adopted by the European Union.
Since the beginning of the year, the Group has carried out four acquisitions, strategically positioned in the Chinese market for Construction, Industry and Consumer Products. Three contributed to the acquisition growth of H1 2015, namely Ningbo Hengxin (Industry), Shandong Chengxin (Construction) and CTS (Consumer Products).
On July 9, 2015, Bureau Veritas also finalized the acquisition of Shanghai Xietong. This is another step in the strategy of building a national platform in construction project supervision for industrial assets in China.
The acquisitions carried out in China in 2015 represent EUR 65 million in annualized revenues, adding more than 1,500 people to the local workforce. At end June, 2015 China represented 14.7% of the total Group revenues (vs 12.4% in H1 2014), with more than 12,000 employees.
Despite a lower growth rate of the Chinese GDP, the country remains one of the most dynamic in the world and generates important needs in infrastructure, transport and energy production. Structural growth drivers, such as the development of the middle class, the increased environmental awareness, and the continuous improvement in local quality standards are powerful catalysts for TIC activities. The development in China is strategic for Bureau Veritas and the market liberalization opens up many opportunities for the Group.
H1 2015 was characterized by continued low oil price and its consequences, with Capex delays and price pressure progressively materializing.
The Industry and IVS businesses are seeing the biggest impact, as they are exposed to the reduction in US drilling activities, projects delays (in North America, Latin America and Australia) as well as pricing pressure from O&G customers.
The Commodities business is benefitting from the current environment for refining and trade related activities, and only drill core related testing activities are negatively impacted.
As anticipated, the lower oil price environment had an impact of (1.7) point on H1 2015 organic growth. The impact on H1 2015 Group adjusted operating margin was (40) basis points.
Amongst other growth initiatives, the Group has further implemented the global key account strategy to reinforce its penetration with large corporations.
The strategy is built on 3 pillars: i) define and select strategic accounts ii) structure the "professional family" of account managers iii) address market sectors specific needs to provide additional value-added services to existing and new customers.
Based on their 3-year revenue potential, more than 170 strategic accounts have been selected, that are all to be managed at the Group or Operating Group level of the organization. In H1 2015, the group began to benefit from this commercial initiative, particularly in Europe.
The other growth initiatives will be presented during Bureau Veritas' Investor Days on October 6 and 7, 2015.
| (in millions of euros) | H1 2015 | H1 2014 | Change |
|---|---|---|---|
| Revenue | 2,318.7 | 1,967.4 | +17.9% |
| Purchases and external charges | (652.6) | (553.1) | |
| Personnel costs | (1,209.7) | (1,030.4) | |
| Other expenses | (120.8) | (105.4) | |
| Operating profit (loss) | 335.6 | 278.5 | +20.5% |
| Share of profit of associates | 0.3 | - | |
| Operating profit after share of associates | 335.9 | 278.5 | +20.6% |
| Net financial income (expense) | (47.6) | (40.5) | |
| Profit before income tax | 288.3 | 238.0 | +21.1% |
| Income tax expense | (106.1) | (77.1) | |
| Net profit | 182.2 | 160.9 | +13.2% |
| Non-controlling interests | 7.1 | 6.9 | |
| Attributable net profit | 175.1 | 154.0 | +13.7% |
Revenue in H1 2015 totaled EUR 2,318.7 million, an increase of 17.9% compared with H1 2014.
Organic growth in H1 2015 was 3.6%, including 3.0% in the second quarter.
By geography, activities in the Europe Middle East Africa region (43% of H1 2015 revenue; 5.3% organic growth) have benefited both from the commercial initiatives launched in 2014 and the improvement in the economic environment. Activities in the Americas (28% of revenue; 1.4% organic growth) have started to slow down due the lower oil price environment. Business in Asia Pacific (29% of revenue; 2.9% organic growth) was mixed with a strong performance in Asia, partially offset by a reduction in Australia due to the weakness in the Mining and Oil & Gas end-markets.
Organic growth was particularly strong in the following businesses:
As expected, activities related to Oil & Gas have started to experience the impact of a low price environment, mainly for the Industry (+3.6% organic growth) and IVS (+1.8%) businesses. In both cases, activities outside Oil & Gas performed well, especially in Europe.
The Consumer Products business (+3.4% organic growth) has been slightly impacted by some delays in product launches from key customers in Electricals & Electronics.
Construction was able to grow organically by +1.0%, despite France weighing on the performance, and thanks to an increasingly diversified geographical footprint.
The Government Services & International Trade (GSIT) business declined 2.9% organically, due to the high basis of comparison in verification of conformity contract in Iraq and some delays in new contract launches.
Operating profit totaled EUR 335.6 million, an increase of 20.5% compared to H1 2014.
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 2015 | H1 2014 | Change |
|---|---|---|---|
| Operating profit (loss) | 335.6 | 278.5 | +20.5% |
| Amortization of acquisition intangibles | 34.3 | 30.2 | |
| Goodwill impairment | - | 1.5 | |
| Other acquisition-related expenses | 0.3 | 0.1 | |
| Disposals and restructuring | 0.1 | (0.3) | |
| Adjusted operating profit | 370.3 | 310.0 | +19.5% |
Other operating expenses totaled EUR 34.7 million, compared to EUR 31.5 million in H1 2014, and comprised:
Adjusted operating profit was EUR 370.3 million, up 19.5% compared with H1 2014 and up 7.1% at constant currencies.
The adjusted operating margin was 16.0% in H1 2015, an increase of 0.2 point compared with H1 2014. The positive impact of exchange rates was 0.5 point.
Margins increased in all businesses, except Industry and IVS, due to their exposure to the Oil & Gas sector and GSIT, which was impacted by lower volumes in Iraq and the fact that many contracts were in ramp-up phase. The drop in profitability of our Oil & Gas-related activities had a negative impact of 40 basis points on the Group's margin, but was more than compensated by operational excellence initiatives and the positive currency impact.
On the upper end of the range, the margin of the Marine & Offshore business benefited from the surge of equipment testing in Asia, while the Consumer Products margin improvement was driven by the continuous implementation of Lean management initiatives.
In other businesses, margins grew thanks to improved portfolio mix (Construction) and the benefits of restructuring actions taken in 2014 (Commodities).
| (in millions of euros) | H1 2015 | H1 2014 |
|---|---|---|
| Finance costs, gross | (41.8) | (38.3) |
| Income from cash and cash equivalents | 2.5 | 0.7 |
| Finance costs, net | (39.3) | (37.6) |
| Exchange differences | (3.7) | (0.2) |
| Interest cost on pension plans | (2.1) | (1.6) |
| Other | (2.5) | (1.1) |
| Net financial income (expense) | (47.6) | (40.5) |
The net financial expense, which totaled EUR 39.3 million in H1 2015, showed an increase of EUR 1.7 million compared to the same period in 2014 (expense of EUR 37.6 million). This increase comes from the increase in debt to fund acquisitions, whereas the average interest rate on debt is down slightly. The foreign exchange loss of EUR 3.7 million comes from the depreciation of some emerging countries' currencies against the US dollar in the first half of 2015.
Consolidated income tax expense stood at EUR 106.1 million in H1 2015, compared with EUR 77.1 million in H1 2014. The effective tax rate (ETR), corresponding to the income tax expense divided by the amount of pre-tax profit, was 36.8% in H1 2015, compared with 32.4% in H1 2014. The adjusted effective tax rate stood at 35.8%, compared to 31.6% in H1 2014. It corresponds to the effective tax rate corrected for the tax impact on non-recurring items. The increase compared with the previous year is primarily due to unfavorable seasonal tax fluctuation in H1 and the increase in taxes payable in France, in particular on dividend payouts.
Net profit attributable to owners of the Company was EUR 175.1 million in H1 2015. Net earnings per share are EUR 0.40, an increase of 14.3% compared to H1 2014.
Attributable adjusted net profit is defined as attributable net profit adjusted for other operating expenses after tax.
| (in millions on euros) | H1 2015 | H1 2014 |
|---|---|---|
| Net profit attributable to owners of the Company | 175.1 | 154.0 |
| EPS (a) (EUR per share) | 0.40 | 0.35 |
| Other operating expenses | 34.7 | 31.5 |
| Tax effect on other operating expenses | (9.5) | (8.0) |
| Attributable adjusted net profit | 200.3 | 177.5 |
| Adjusted EPS (a) (in euro per share) |
0.46 | 0.41 |
(a) Calculated using the weighted average number of shares of 436,506,317 in H1 2015 and 437,061,389 in H1 2014
Adjusted net profit attributable to owners of the Company was EUR 200.3 million in H1 2015. Adjusted net earnings per share are EUR 0.46, an increase of 12.2% compared to H1 2014.
| % growth | ||||||
|---|---|---|---|---|---|---|
| (in millions on euros) | 2015 | 2014 | Total | Organic | Scope | Forex |
| Marine | 202.2 | 150.4 | 34.4% | 11.7% | 15.0% | 7.7% |
| Industry | 534.3 | 460.6 | 16.0% | 3.6% | 3.2% | 9.2% |
| IVS | 287.5 | 265.6 | 8.2% | 1.8% | 1.7% | 4.7% |
| Construction | 274.3 | 213.6 | 28.4% | 1.0% | 20.1% | 7.3% |
| Certification | 174.9 | 160.4 | 9.0% | 4.4% | - | 4.6% |
| Commodities | 391.0 | 328.7 | 19.0% | 5.5% | 4.0% | 9.5% |
| Consumer Products | 322.3 | 261.9 | 23.1% | 3.4% | 1.3% | 18.4% |
| GSIT | 132.2 | 126.2 | 4.8% | (2.9)% | 3.5% | 4.2% |
| Total first half (H1) | 2,318.7 | 1,967.4 | 17.9% | 3.6% | 5.4% | 8.9% |
IVS: In-Service Inspection & Verification
GSIT: Government Services & International Trade
| (in millions on euros) | Adjusted operating profit Adjusted operating margin |
|||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | Change | 2015 | 2014 | Change (points) |
|
| Marine | 54.7 | 40.2 | +36.1% | 27.1% | 26.7% | +0.4 |
| Industry | 74.6 | 68.5 | +8.9% | 14.0% | 14.9% | (0.9) |
| IVS | 31.0 | 30.3 | +2.3% | 10.8% | 11.4% | (0.6) |
| Construction | 38.8 | 27.8 | +39.6% | 14.1% | 13.0% | +1.1 |
| Certification | 29.3 | 26.6 | +10.2% | 16.8% | 16.6% | +0.2 |
| Commodities | 44.9 | 36.3 | +23.7% | 11.5% | 11.0% | +0.5 |
| Consumer Products | 76.7 | 59.9 | +28.0% | 23.8% | 22.9% | +0.9 |
| GSIT | 20.3 | 20.4 | (0.5)% | 15.4% | 16.2% | (0.8) |
| Total first half (H1) | 370.3 | 310.0 | +19.5% | 16.0% | 15.8% | +0.2 |
Certain industrial activities were reallocated to different businesses in first-half 2015. To provide a meaningful comparison, data for first-half 2014 has been adjusted to reflect this new presentation.
The Marine & Offshore business recorded organic growth of 11.7% H1 2015, thanks to both segments:
Growth by acquisition came from the MatthewsDaniel company, which was acquired in September 2014.
The margin improved in H1 2015 compared with H1 2014 and reached 27.1% thanks to the increase in the volume of activity and a positive exchange rate effect.
The year 2015 should be one of strong growth thanks to deliveries of new ships and continuous growth in In-service activity.
Organic growth slowed in H1 2015, with contrasting performances depending on end-markets.
Oil & Gas-related activities suffered from the impact of the fall in oil prices, with delays in projects and pressure on prices, mainly in the Americas and Australia. Activity in Europe benefitted from better commercial organization and a steady level of activity with customers in electricity and nuclear power in France.
Growth by acquisition came from the consolidation of Ningbo Hengxin, a Chinese company specializing in non-destructive testing and metallurgical analysis, and of DTI in the United States.
The adjusted operating margin was 14.0%, compared to 14.9% in H1 2014. The decline is linked to the slowdown in the Oil & Gas sector.
In H2 2015, the impact of the drop in the price of Oil & Gas on revenue should increase. Increased activity in Europe, sectoral diversification (electricity, manufacturing, transportation and mining), strengthened OPEX services and cost reduction measures should, however, help to partially offset this impact.
Organic growth improved in H1 2015 despite the negative impact from Oil & Gas-related activities in Canada.
The recovery was confirmed in Europe, particularly in Spain, the United Kingdom and France. In the United States, activity is also on the rise, thanks in particular to commercial reorganization. In Asia, activity benefitted from the launch of new services (Japan).
The H1 2015 margin stood at 10.8%, compared to 11.4% for H1 2014. The decline is linked to the decrease in activity in Canada.
For H2 2015, the Group expects continued recovery in Europe and a positive contribution from the launch of new services in Asia and Latin America. However, the decline in activity in Canada should continue to weigh on the division's performance.
Construction activity showed positive growth and improved from H2 2014 thanks to changes in the geographical mix towards growth regions (mainly China, Latin America and the Middle East). These represented 39% of Construction revenue in H1 2015. China is now the second-largest country for the Construction business. Activity in France (39%) was still in decline, but orders are improving.
Growth by acquisition came from the consolidation of Shandong Chengxin in China and Sistema-PRI in Brazil. The change in the geographical mix to Asia's benefit had a positive impact on the margin, which rose to 14.1%, compared to 13.0% in H1 2014.
In the second half of 2015, the Group will benefit from the ramp-up of contracts in the Middle East. It will continue its strategy of expansion outside Europe, particularly in Latin America and China. The acquisition in early July of Shanghai Xietong, a Chinese company specializing in the supervision of industrial asset construction projects, is part of this strategy. Finally, the resumption of new sales in France is trending toward a stabilization of activity at the end of the year, before a possible rebound in 2016.
The Certification business confirmed its recovery in the first half of 2015 through higher levels of activity in Europe and the Americas for conventional QHSE schemes (ISO 9K, 14K, 18K), supply chain-related services (Auto and Aeronautics), supplier audit services and training. The Group experienced significant commercial successes with global services contracts.
The operating margin improved to 16.8%, versus 16.6% in H1 2014, mainly driven by a positive exchangerate effect.
Going forward, the Certification business should benefit from the launch of new QHSE plans (ISO 9K, 14K), which will take place officially in September 2015. It will also benefit the deployment of global services contracts for international key accounts, as well as development in the services for supply chain certification (food, automotive, aerospace), IT security, medical equipment, and training. By geographical area, the group sees growth opportunities in the Americas, as well as in Asia.
Organic growth continued its rebound during the first half of 2015:
Growth by acquisition came from the consolidation of the companies Analyst and Andes Control, which were acquired last year, in the Americas.
The operating margin improved, thanks to restructuring measures, Lean Management initiatives and a positive exchange-rate effect.
In 2015, the Oil & Petrochemicals segment should continue to generate solid organic growth and the Agriculture segment should continue its expansion. Conversely, visibility remains low in the Metals & Minerals segment due to low levels of exploration. The Group continued its investments in IT platforms and the development of new services.
Growth in Consumer Products slowed in H1 2015 to 3.4%, primarily reflecting some delays in new product launches in Electrical & Electronics. Activity remains dynamic in the Textiles and Clothing segment, with market-share gains in key US accounts. Tests conducted on Toys and Hardlines declined further.
In line with growth initiatives, new laboratories were opened in China, Taiwan and Vietnam in the first half of the year, covering tests in Wireless, Automotive and Textiles.
Growth by acquisition came from CTS in China.
The operating margin improved thanks to productivity gains from Lean Management initiatives and exchange-rate effects.
In the second half of 2015, organic growth is expected to stay in line with the first half. The Group is pursuing its growth initiatives covering Asian domestic markets and new markets (Smartworld, Automotive, Accessories, Food).
Organic growth was down during H1 2015, primarily because of the low level of activity in Iraq, which was not offset by the expansion of existing contracts in the Middle East and the DRC. Meanwhile, diversification activities (international trade and automotive) are growing.
Growth by acquisition came from Quiktrak (United States), a company acquired last year.
The operating margin was down to 15.4%, versus 16.2% in H1 2014, impacted by lower volumes in Iraq and the fact that many contracts were in ramp-up phase.
In 2015, the Group expects a return to growth in the second half, thanks to the increased number of new contracts (DRC, Togo, Zimbabwe and Armenia), a more favorable comparison base and growing diversification, particularly in Automotive.
| (in millions of euros) | H1 2015 | H1 2014 |
|---|---|---|
| Profit before income tax | 288.3 | 238.0 |
| Elimination of cash flows from financing and investing activities | 34.5 | 37.7 |
| Provisions and other non-cash items | 14.7 | 11.3 |
| Depreciation, amortization and impairment | 95.0 | 86.2 |
| Movements in working capital requirement attributable to operations | (109.9) | (95.0) |
| Income tax paid | (106.2) | (102.1) |
| Net cash generated from operating activities | 216.4 | 176.1 |
| Acquisitions of subsidiaries | (64.7) | (477.9) |
| Purchases of property, plant and equipment and intangible assets | (86.4) | (64.4) |
| Proceeds from sales of property, plant and equipment and intangible assets |
1.4 | 1.2 |
| Purchases of non-current financial assets | (6.2) | (9.0) |
| Proceeds from sales of non-current financial assets | 3.5 | 3.3 |
| Change in loans and advances granted | 8.3 | - |
| Net cash used in investing activities | (144.1) | (546.8) |
| Capital increase | 4.4 | 2.2 |
| Purchase / sales of treasury shares | (23.2) | (25.3) |
| Dividends paid | (214.4) | (213.6) |
| Increase in borrowings and other debt | 232.9 | 693.5 |
| Repayment of borrowings and other debt | (68.8) | (52.1) |
| Interest paid | (57.8) | (41.7) |
| Net cash used in financing activities | (126.9) | 363.0 |
| Impact of currency translation differences | 5.6 | (3.7) |
| Impact of change in accounting method | - | (0.8) |
| Net increase/(decrease) in cash and cash equivalents | (49.0) | (12.2) |
| Net cash and cash equivalents at beginning of year | 210.3 | 157.7 |
| Net cash and cash equivalents at end of year | 161.3 | 145.5 |
| Of which cash and cash equivalents | 198.2 | 176.8 |
| Of which bank overdrafts | (36.9) | (31.3) |
Net cash generated from operating activities (operating cash flow) reached EUR 216.4 million in H1 2015, an increase of 22.9% compared with EUR 176.1 million in H1 2014.
On June 30, 2015, WCR stood at EUR 555.0 million, or 12.2% of revenue over the past 12 months including acquired entities, compared with EUR 453.8 million in June 2014 (11.1%). The deterioration was attributable mainly to acquisitions.
| (in millions of euros) | H1 2015 | H1 2014 |
|---|---|---|
| Net cash generated from operating activities | 216.4 | 176.1 |
| Purchases of property, plant and equipment and intangible assets | (86.4) | (64.4) |
| Proceeds from sales of property, plant and equipment and intangible assets |
1.4 | 1.2 |
| Interest paid | (57.8) | (41.7) |
| Free-cash flow | 73.6 | 71.2 |
Free-cash flow (cash flow available after tax, interest expense and capital expenditure) stood at EUR 73.6 million in H1 2015, compared with EUR 71.2 million in H1 2014.
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 85 million in H1 2015. The rate of investment was 3.7% of revenue, up slightly from financial year 2014 (3.4%).
Interest payments rose to EUR 57.8 million due to the increase in the Group's indebtedness and the first payment of the coupon of the bond issued in 2014.
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 2015 | H1 2014 |
|---|---|---|
| Purchase price of acquisitions | (52.3) | (493.2) |
| Cash and cash equivalents of acquired companies | 1.0 | 18.4 |
| Unpaid contingent consideration in respect of acquisitions in the year | 1.8 | 5.4 |
| Purchase price paid in relation to acquisitions in prior periods | 13.8 | (7.1) |
| Impact of acquisitions on cash and cash equivalents | (63.3) | (476.5) |
| Acquisition costs | (1.3) | (1.4) |
| Acquisition of subsidiaries | (64.7) | (477.9) |
In H1 2015, to cover the stock option plans, the Company carried out share buybacks net of capital increases in the amount of EUR 18.8 million.
In H1 2015, the item "Dividends paid" mainly comprised dividends paid to shareholders in respect of the 2014 financial year in the amount of EUR 209.8 million (dividend per share of EUR 0.48).
Financial debt increased by EUR 217.7 million at June 30, 2015 compared with December 31, 2014. This variation results mainly from an increase in the volume of gross debt net of repayments of EUR 164.1 million, to which is added an exchange-rate effect related to the revaluation of debt in US dollars and pounds sterling at the closing exchange rate.
At June 30, 2015, the Group's gross financial debt totaled EUR 2,316.4 million, comprising:
The change in the Group's gross debt is shown below:
| (in millions of euros) | June 30, 2015 | Dec. 31, 2014 |
|---|---|---|
| Bank borrowings due after one year | 2,104.5 | 1,944.8 |
| Bank borrowings due within one year | 175.0 | 144.1 |
| Bank overdrafts | 36.9 | 9.8 |
| Gross financial debt | 2,316.4 | 2,098.7 |
The table below shows the change in cash and cash equivalents and net debt:
| (in millions of euros) | June 30, 2015 | Dec. 31, 2014 |
|---|---|---|
| Marketable securities | 14.3 | 29.2 |
| Cash at bank and on hand | 183.9 | 190.9 |
| Cash and cash equivalents | 198.2 | 220.1 |
| Gross financial debt | 2,316.4 | 2,098.7 |
| Net financial debt | 2,118.2 | 1,878.6 |
Adjusted net financial debt (net financial debt after currency hedging instruments as defined in the calculation of banking covenants) amounted to EUR 2,110.6 million as of June 30, 2015, compared to EUR 1,879.9 million as of December 31, 2014.
The Group's cash on hand comprises more than 72% of the cash and equivalents located in over 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 Group's internal franchise agreements are settled.
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:
At June 30, 2015, the Group was in compliance with all commitments and financial ratios.
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 placement (USPP 2008) are as follows:
| Maturity | Amounts drawn down (in millions on euros) |
Currency | Amortization | Rate |
|---|---|---|---|---|
| July 2018 | 170.9 | GBP & USD | On maturity | Fixed |
| July 2020 | 155.4 | GBP & USD | On maturity | Fixed |
This issue was carried out in the form of four "senior notes" repayable on maturity. The 2008 Private Placement has been fully drawn down.
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 on euros) |
Currency | Amortization | Rate |
|---|---|---|---|---|
| July 2019 | 184.1 | EUR | On maturity | Fixed |
As of June 30, 2015, the 2010 US Private Placement was fully drawn down in euros for a total of EUR 184.1 million.
In 2011, the Group set up an unconfirmed, multi-currency credit line of USD 200.0 million with an investor.
The Group confirmed the use of USD 100 million in 2011 for a period of ten years and USD 100 million in May 2014 for a period of eight years.
| Maturity | Amounts drawn down (in millions on euros) |
Currency | Amortization | Rate |
|---|---|---|---|---|
| October 2021 | 89.3 | USD | On maturity | Fixed |
| May 2022 | 89.3 | USD | On maturity | Float |
At June 30, 2015, the credit line was fully drawn down in US dollars.
In October 2013 the Group set up an unconfirmed, multi-currency credit line of USD 150 million with an investor, available for three years.
| Maturity | Amounts drawn down (in millions on euros) |
Currency | Amortization | Rate |
|---|---|---|---|---|
| October 2020 | 67.0 | USD | On maturity | Float |
| July 2022 | 22.3 | USD | On maturity | Float |
| July 2022 | 44.7 | USD | On maturity | Fixed |
At June 30, 2015, the credit line was 100% drawn down for an amount of USD 150 million.
In 2011 and 2012, the Group introduced Schuldschein private placements in several tranches on the German market for a total of EUR 193.0 million, repayable on maturity, with fixed-rate and floating-rate tranches. The margins of the SSD vary depending on the duration of the loans. A portion of the variablerate tranches was repaid in advance during the first half of 2015. At June 30, 2015, the outstanding amount drawn down was EUR 123 million.
The Group carried out two non-rated bond issues of EUR 500.0 million each in 2012 and 2014 with the following features:
| Maturity | Amounts drawn down (in millions on euros) |
Currency | Amortization | Rate |
|---|---|---|---|---|
| May 2017 | 500.0 | EUR | On maturity | 3.750% |
| January 2021 | 500.0 | EUR | On maturity | 3.125% |
The Group put in place a commercial paper program to optimize its short-term cash management when possible and to limit its use of other financing. The maturity of commercial paper is less than one year. The ceiling for this program is EUR 450 million.
On June 30, 2015, the program's outstanding amount stood at EUR 94 million.
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.
At June 30, 2015, the 2012 Syndicated Loan had not been drawn down.
The Group established a bank credit line of USD 200 million in October 2014 for a period of five years. This line was fully drawn down in the first half of 2015, with the following characteristics:
| Maturity | Amounts drawn down (in millions on euros) |
Currency | Amortization | Rate |
|---|---|---|---|---|
| October 2019 | 178.7 | USD | On maturity | Variable remuneration |
At June 30, 2015, the 2015 bank financing given to Bureau Veritas Holdings, Inc. was fully drawn down in US dollars.
Off-balance sheet commitments can include adjustments and increases in acquisition prices, one-off rental agreement commitments and guarantees and pledges granted.
Guarantees and pledges granted as of June 30, 2015 and for the full-year 2014 are summarized below:
| (in millions of euros) | June 30, 2015 | Dec. 31, 2014 |
|---|---|---|
| Due within 1 year | 189.7 | 168.2 |
| Due between 1 and 5 years | 170.7 | 182.5 |
| Due beyond 5 years | 24.6 | 19.5 |
| Total | 385.0 | 370.2 |
Guarantees given include bank guarantees and parent company guarantees.
The Group may have to issue parent company or bank guarantees to guarantee the payment of rents. At June 30, 2015, the amount of rent guarantees totaled EUR 4.3 million.
| (in millions of euros) | June 30, 2015 |
Dec. 31, 2014 |
|---|---|---|
| Bank guarantees | 162.3 | 166.8 |
| Parent company guarantees | 222.7 | 203.4 |
| Total | 385.0 | 370.2 |
As at June 30, 2015, the Group believed that the risk of payout under the guarantees described above was low.
On June 30, 2015, the Group had no significant off-balance sheet commitment related to external growth (such as adjustments and contingent consideration for acquisition).
The Group estimates that its financing needs for operations will be fully met by its cash generated from operating activities.
As of June 30, 2015, in order to finance acquisitions, the Group had the following resources stemming from:
The availability of these sources of financing, except for commercial paper, is subject to compliance with the Company's financial ratios, i.e., the Leverage Ratio and the Interest Cover Ratio, which are defined above.
Readers are invited to refer to the 2014 Registration Document of the company registered with the French Financial Markets Authority on March 28, 2015 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 18 of the Notes to the Consolidated Half-Year Financial Statements, presented in Chapter 2 - 2015 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.
In the normal course of business, the Group is involved in a large number of litigation or pre-litigation proceedings seeking to establish the Group's professional liability in connection with services provided. Although the Group pays careful attention to managing risks and the quality of the services it provides, some services may give rise to claims and result in adverse financial penalties.
Provisions may be set aside to cover expenses resulting from such proceedings. 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:
Bureau Veritas Gozetim Hizmetleri 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. In 2004, construction on the project was halted following the withdrawal of funding for the project by the Aareal Bank. Aymet filed an action against BVG in 2008, claiming damages for alleged failures in the performance of its project inspection and supervision mission and claiming that BVG was liable in the withdrawal of financing.
In 2009, the experts appointed by the judge filed two reports that were unfavorable to BVG. In 2014, a new panel of experts also issued reports that were even more unfavorable to BVG. These various expert reports all rely on a report prepared in February 2009 by Standard Ünlü at the request of Aymet, which made assumptions that were totally unrealistic but supportive of Aymet for the calculation of the possible damages relating to loss of operation of the hotel and shopping complex.
Under local law, Aymet's claim is now capped at TRY 87.4 million (approximately EUR 30 million), plus interest charged at the statutory rate and court costs.
The documents presented to the court by BVG and Aareal Bank, which provided a loan, and which was itself appointed by Aymet concerning the same project, as well as the legal advice provided by distinguished professors of Turkish law, support the position of the Company, i.e., that Aymet's claims have no firm legal or contractual foundation.
BVG challenged both the principle of the initial claim and the assessment of the damage.
In procedural terms, the expert reports did not take into account the evidence provided by BVG and Aareal Bank and did not address the legal and contractual issues that might establish any liability on BVG's part.
BVG recently filed submissions that caused the court to decide to appoint a new panel of experts to review all of the evidence submitted and issue a new report.
At the current stage of proceedings, the outcome of this dispute is uncertain at the initial trial and on appeal.
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. The main proceedings have not yet begun, due to procedural difficulties. The application for withdrawal of the judgment of June 18, 2013 filed by Bureau Veritas Gabon in September 2013 was dismissed in February 2015 by a decision of the Court of Cassation in Libreville. Accordingly, the evidence should in the coming months de referred back to the Criminal Court to set a hearing on the merits. Bureau Veritas Gabon had summonses delivered directly to the foreign brokers who had illegally invested the policy covering the aircraft, so that they can participate in the proceeding.
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 Group's 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.
Readers are invited to refer to Note 19 - Related-party transactions represented in Chapter 2 - 2015 Condensed Half-Year Consolidated Financial Statements of this half-year financial report.
Taking into account the global economic slowdown and the more pronounced drop in oil prices, the growth in the second half of 2015 should be less dynamic than in the first half. In 2015, Bureau Veritas expects a slight improvement in organic growth over 2014. The operating margin should also improve thanks to ongoing operational excellence initiatives. The Group will continue to generate strong cash flow. Targeted acquisitions in attractive markets will contribute to overall growth.
On July 15, 2015, the Board of Directors decided to award stock purchase options and performance shares to 542 Group employees including the Chief Executive Officer, corresponding to a total of 2,480,200 shares (1,136,200 performance shares and 1,344,000 stock purchase options), or 0.58% of the share capital.
The option purchase price was set at EUR 20.51, corresponding to the average (without discount) of the first traded prices on the last 20 stock market trading days preceding the grant date.
These grants are subject to a number of performance and service conditions.
Early in the third quarter of 2015, Bureau Veritas finalized the acquisition of Shanghai Xietong, a Chinese company specializing in the supervision of industrial asset construction projects. This acquisition strengthens the Group's position in the attractive regulatory technical control market for construction. The Group also finalized the acquisition of CIBV in the Netherlands, a company specializing in IVS.
On July 8, 2015, the Group put in place a new Schuldschein private placement on the German market for a total amount of EUR 200 million. This funding consists of four tranches in all (respectively at fixed-rate and floating-rate and with maturities of five and seven years).
| June 2015 | June 2014 | ||
|---|---|---|---|
| (in millions of euros, except per share data) Revenue |
Note 5 |
2,318.7 | 1,967.4 |
| Purchases and external charges | 6 | (652.6) | (553.1) |
| Personnel costs | 6 | (1,209.7) | (1,030.4) |
| Taxes other than on income | (24.0) | (27.4) | |
| Net (additions to)/reversals of provisions | 6 | (7.6) | 0.3 |
| Depreciation and amortization | (96.8) | (84.7) | |
| Other operating income and expense, net | 6 | 7.6 | 6.4 |
| Operating profit (loss) | 5 | 335.6 | 278.5 |
| Share of net profit of associates | 0.3 | - | |
| Operating profit after share of net profit of associates | 335.9 | 278.5 | |
| Income from cash and cash equivalents | 2.5 | 0.7 | |
| Finance costs, gross | (41.8) | (38.3) | |
| Finance costs, net | (39.3) | (37.6) | |
| Other financial income and expense | (8.3) | (2.9) | |
| Net financial income (expense) | (47.6) | (40.5) | |
| Profit before income tax | 288.3 | 238.0 | |
| Income tax expense | 7 | (106.1) | (77.1) |
| Net profit from continuing operations | 182.2 | 160.9 | |
| Net profit from discontinued operations and operations held for sale |
- | - | |
| Net profit | 182.2 | 160.9 | |
| Non-controlling interests | 7.1 | 6.9 | |
| Net profit attributable to owners of the Company | 175.1 | 154.0 | |
| Earnings per share (in euros): | |||
| Net profit | 16 | 0.40 | 0.35 |
| Diluted earnings per share | 16 | 0.40 | 0.35 |
| (in millions of euros) | June 2015 | June 2014 |
|---|---|---|
| Net profit for the period | 182.2 | 160.9 |
| Other comprehensive income | ||
| Items to be reclassified to profit or loss | ||
| Currency translation differences(1) | 97.8 | 21.4 |
| Cash flow hedges(2) | (27.7) | 2.4 |
| Tax effect on items to be reclassified to profit | (0.3) | (0.9) |
| Total items to be reclassified to profit | 69.8 | 22.9 |
| Items not to be reclassified to profit | ||
| Actuarial gains/(losses)(3) | 5.2 | (5.8) |
| Tax effect on items not to be reclassified to profit | (2.0) | 2.2 |
| Total items not to be reclassified to profit | 3.2 | (3.6) |
| Total other comprehensive income (expense), after tax | 73.0 | 19.3 |
| Total comprehensive income | 255.2 | 180.2 |
| Attributable to: | ||
| owners of the Company | 244.3 | 172.9 |
| non-controlling interests | 10.9 | 7.3 |
(1) Currency translation differences: this item includes exchange losses of EUR 1.8 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/(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.
| June 2015 | Dec. 2014 | ||
|---|---|---|---|
| (in millions of euros) Goodwill |
Note 8 |
1,926.0 | 1,814.2 |
| Intangible assets | 671.9 | 650.6 | |
| Property, plant and equipment | 520.8 | 475.6 | |
| Investments in associates | 5.1 | 5.1 | |
| Deferred income tax assets | 138.7 | 129.9 | |
| Investments in non-consolidated companies | 1.3 | 1.1 | |
| Derivative financial instruments | 10.3 | 1.3 | |
| Other non-current financial assets | 58.4 | 50.6 | |
| Total non-current assets | 3,332.5 | 3,128.4 | |
| Trade and other receivables | 1,462.2 | 1,325.0 | |
| Current income tax assets | 40.1 | 63.2 | |
| Current financial assets | 60.6 | 35.6 | |
| Derivative financial instruments | 15.6 | 7.5 | |
| Cash and cash equivalents | 198.2 | 220.1 | |
| Total current assets | 1,776.7 | 1,651.4 | |
| TOTAL ASSETS | 5,109.2 | 4,779.8 | |
| Share capital | 53.1 | 53.2 | |
| Retained earnings and other reserves | 1,094.0 | 1,054.8 | |
| Equity attributable to owners of the Company | 1,147.1 | 1,108.0 | |
| Non-controlling interests | 35.8 | 32.7 | |
| Total equity | 1,182.9 | 1,140.7 | |
| Bank borrowings | 12 | 2,104.5 | 1,944.8 |
| Derivative financial instruments | 39.9 | 13.9 | |
| Other non-current financial liabilities | 37.1 | 49.6 | |
| Deferred income tax liabilities | 167.5 | 166.9 | |
| Pension plans and other long-term employee benefits | 157.2 | 158.3 | |
| Provisions for other liabilities and charges | 112.4 | 115.1 | |
| Total non-current liabilities | 2,618.5 | 2,448.6 | |
| Trade and other payables | 907.2 | 899.1 | |
| Current income tax liabilities | 68.0 | 71.7 | |
| Bank borrowings | 12 | 211.9 | 153.9 |
| Derivative financial instruments | 11.9 | 23.3 | |
| Other current financial liabilities | 108.8 | 42.5 | |
| Total current liabilities | 1,307.8 | 1,190.5 | |
| TOTAL EQUITY AND LIABILITIES | 5,109.2 | 4,779.8 |
| (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, 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 | - | - | - | 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 |
| December 31, 2014 | 53.1 | 73.0 | (53.4) | 1,068.0 | 1,140.7 | 1,108.0 | 32.7 |
| Share capital reduction | (0.1) | (22.8) | - | - | (22.9) | (22.9) | - |
| Exercise of stock options | 0.1 | 4.3 | - | - | 4.4 | 4.4 | - |
| Fair value of stock options | - | - | - | 11.0 | 11.0 | 11.0 | - |
| Dividends paid | - | - | - | (214.1) | (214.1) | (209.8) | (4.3) |
| Treasury share transactions | - | - | - | 3.0 | 3.0 | 3.0 | - |
| Additions to the scope of consolidation | - | - | - | 4.8 | 4.8 | - | 4.8 |
| Other movements | - | - | - | 0.8 | 0.8 | 9.1 | (8.3) |
| Total transactions with owners | - | (18.5) | - | (194.5) | (213.0) | (205.2) | (7.8) |
| Net profit | - | - | - | 182.2 | 182.2 | 175.1 | 7.1 |
| Other comprehensive income | - | - | 97.8 | (24.8) | 73.0 | 69.2 | 3.8 |
| Total comprehensive income | - | - | 97.8 | 157.4 | 255.2 | 244.3 | 10.9 |
| June 30, 2015 | 53.1 | 54.5 | 44.4 | 1,030.9 | 1,182.9 | 1,147.1 | 35.8 |
| (in millions of euros) | Note | June 2015 | June 2014 |
|---|---|---|---|
| Profit before income tax | 288.3 | 238.0 | |
| Elimination of cash flows from financing and investing activities | 34.5 | 37.7 | |
| Provisions and other non-cash items | 14.7 | 11.3 | |
| Depreciation, amortization and impairment | 95.0 | 86.2 | |
| Movements in working capital attributable to operations | 14 | (109.9) | (95.0) |
| Income tax paid | (106.2) | (102.1) | |
| Net cash generated from operating activities | 216.4 | 176.1 | |
| Acquisitions of subsidiaries | 9 | (64.7) | (477.9) |
| Purchases of property, plant and equipment and intangible assets Proceeds from sales of property, plant and equipment and |
(86.4) | (64.4) | |
| intangible assets | 1.4 | 1.2 | |
| Purchases of non-current financial assets | (6.2) | (9.0) | |
| Proceeds from sales of non-current financial assets | 3.5 | 3.3 | |
| Change in loans and advances granted | 8.3 | - | |
| Net cash used in investing activities | (144.1) | (546.8) | |
| Capital increase | 10 | 4.4 | 2.2 |
| Purchases/sales of treasury shares | (23.2) | (25.3) | |
| Dividends paid | (214.4) | (213.6) | |
| Increase in borrowings and other debt | 232.9 | 693.5 | |
| Repayment of borrowings and other debt | (68.8) | (52.1) | |
| Interest paid | (57.8) | (41.7) | |
| Net cash used in financing activities | (126.9) | 363.0 | |
| Impact of currency translation differences | 5.6 | (3.7) | |
| Impact of change in accounting method | - | (0.8) | |
| Net decrease in cash and cash equivalents | (49.0) | (12.2) | |
| Net cash and cash equivalents at beginning of year | 210.3 | 157.7 | |
| Net cash and cash equivalents at end of year | 161.3 | 145.5 | |
| Of which cash and cash equivalents | 198.2 | 176.8 | |
| Of which bank overdrafts | (36.9) | (31.3) |
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 (société anonyme) incorporated and domiciled in France. The address of its registered office is 67-71 Boulevard du Chateau, 92571 Neuilly-sur-Seine, France.
At June 30, 2015, Wendel held 40.0% of the capital of Bureau Veritas and 56.10% of its voting rights.
These condensed consolidated financial statements were adopted on August 31, 2015 by the Board of Directors.
During the first half of 2015, the Group's main acquisitions were the following:
Further details of these acquisitions along with their impact on the half-year financial statements can be found in Note 9 - Acquisitions and disposals
On June 4, 2015, the Group paid out dividends on eligible shares totaling EUR 209.8 million in respect of financial year 2014.
The 2015 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, 2014, which were prepared in accordance with IFRS as adopted by the European Union.
The Group applies the standards effective for accounting periods beginning on or after January 1, 2015. These are as follows:
The IFRIC 21 interpretation states the procedures for the recognition of taxes other than on income within the scope of application of IAS 37, "Provisions, Contingent Liabilities and Contingent Assets". It states in particular at what rate these levies should be recognized and uses their legal operative event as the basis for this.
The application of IFRIC 21 takes place primarily by changes in the rate of recognition of two taxes in effect in France: property tax and the company social solidarity contribution (C3S). These two taxes were previously recognized on an accrual basis for each interim balance sheet date, and they are now fully recognized at the beginning of the year.
The impact from the application of IFRIC 21 at December 31, 2014 was recognized in 2015 in the items "Other reserves" and "Trade and other payables" in the consolidated statement of financial position. Since this impact was not significant at the Group level, the previous data was not restated.
The standards, amendments and interpretations published by the IASB and adopted by the European Union but not yet already applied by the Group at June 30, 2015 are as follows:
The accounting policies used to prepare the condensed half-year consolidated financial statements are consistent with those used to prepare the annual financial statements for the year ended December 31, 2014, except in the case of income tax expense and costs relating to pension plans and other long-term employee benefits as described in the following paragraph.
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 when applying the Group'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, 2014, 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 2015 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 2015 forecasts included in the actuary's reports at December 31, 2014. The provision is adjusted in the event of a significant change in the discount rate, based on the rate published at June 30.
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 following table provides a breakdown of revenue and operating profit by business segment:
| Revenue | Operating profit (loss) | ||||
|---|---|---|---|---|---|
| (in millions of euros) | June 2015 | June 2014 | June 2015 | June 2014 | |
| Marine & Offshore | 202.2 | 150.4 | 52.4 | 40.1 | |
| Industry | 534.3 | 460.6 | 66.7 | 62.1 | |
| In-Service Inspection & Verification | 287.5 | 265.6 | 27.5 | 24.8 | |
| Construction | 274.3 | 213.6 | 35.8 | 27.4 | |
| Certification | 174.9 | 160.4 | 28.9 | 25.9 | |
| Commodities | 391.0 | 328.7 | 31.3 | 21.8 | |
| Consumer Products | 322.3 | 261.9 | 74.3 | 57.4 | |
| Government Services & International Trade | 132.2 | 126.2 | 18.7 | 19.0 | |
| Total | 2,318.7 | 1,967.4 | 335.6 | 278.5 |
Certain industrial activities were reallocated to different businesses in the first-half of 2015. To provide a meaningful comparison, data for the first-half of 2014 have been adjusted to reflect this new presentation.
| (in millions of euros) | June 2015 | June 2014 |
|---|---|---|
| Supplies | (42.4) | (34.1) |
| Subcontracting | (186.0) | (143.2) |
| Lease payments | (71.3) | (63.3) |
| Transport and travel costs | (204.6) | (180.1) |
| Service costs re-billed to clients | 49.0 | 46.6 |
| Other external services | (197.3) | (179.0) |
| Total purchases and external charges | (652.6) | (553.1) |
| Salaries and bonuses | (952.1) | (806.5) |
| Payroll taxes | (214.7) | (185.5) |
| Other employee-related expenses | (42.9) | (38.4) |
| Total personnel costs | (1,209.7) | (1,030.4) |
| Provisions for receivables | (11.8) | (7.3) |
| Provisions for other liabilities and charges | 4.2 | 7.6 |
| Total (additions to)/reversals of provisions | (7.6) | 0.3 |
| Gains/(losses) on disposals of businesses | - | 0.3 |
| Gains/(losses) on disposals of property, plant and equipment and intangible assets |
(0.8) | (0.3) |
| Goodwill impairment | - | (1.5) |
| Other operating income and expense, net | 8.4 | 7.9 |
| Total other operating income and expense, net | 7.6 | 6.4 |
Total other comprehensive
Changes in goodwill in the first-half of 2015
Note 8: Goodwill
Consolidated income tax expense stood at EUR 106.1 million on June 30, 2015, compared with EUR 77.1 million on June 30, 2014. The effective tax rate (ETR), corresponding to the income tax expense divided by the amount of pre-tax profit, was 36.8% in 2015, compared with 32.4% in 2014. The adjusted effective tax rate stood at 35.8%. It corresponds to the effective tax rate corrected for the tax impact on non-recurring items.
The increase relative to the previous year is mainly attributable to the increase in taxes payable in France, including dividend payouts.
At both December 31, 2014 and June 30, 2015, 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.
Currency translation differences 97.8 - 97.8 21.4 - 21.4 Actuarial gains/(losses) 5.2 (2.0) 3.2 (5.8) 2.2 (3.6) Cash flow hedges (27.7) (0.3) (28.0) 2.4 (0.9) 1.5
income/(expense) 75.3 (2.1) 73.0 18.0 1.3 19.3
June 2015 June 2014 (in millions of euros) Before tax Income tax After tax Before tax Income tax After tax
The breakdown of the tax effect on other comprehensive income is as follows:
| (in millions of euros) | June 2015 | June 2014 |
|---|---|---|
| Gross value | 1,873.6 | 1,470.0 |
| Accumulated impairment | (59.4) | (57.9) |
| Net goodwill at January 1 | 1,814.2 | 1,412.1 |
| Acquisitions of consolidated operations | 33.1 | 216.6 |
| Impairment for the period | - | (1.5) |
| Exchange differences and other movements | 78.7 | 35.9 |
| Net goodwill at June 30 | 1,926.0 | 1,663.1 |
| Gross value | 1,985.3 | 1,722.4 |
| Accumulated impairment | (59.3) | (59.3) |
| Net goodwill at June 30 | 1,926.0 | 1,663.1 |
Since 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:
The five acquisitions made during the first half of 2015 resulted in an increase in goodwill of EUR 33.1 million. The largest source of goodwill was the acquisition of Shandong Chengxi, which amounted to EUR 21.2 million and was allocated to the Construction group of CGUs.
The net carrying amount of goodwill is assessed at least yearly as part of the annual accounts closing process. At June 30, 2015, the goodwill was analyzed to establish the recoverable value using the methodology used for the year ended December 31, 2014, with the exception of the process for preparing long-term budgets and forecasts for approval by the management, which takes place at the end of the year for all divisions.
These analyses were conducted on all Group goodwill, with the exception of the goodwill recognized for acquisitions made in the first half of 2015. 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 methodology used at June 30, 2015 is similar to the one adopted for the financial year ended on December 31, 2014. There are two key inputs to the cash flow forecasts:
In particular, the goodwill of Maxxam Analytics (the main acquisition of 2014) was tested through a new Inspection & Verification CGU in service for Canada, as well as through the Commodities CGU group and the Consumer Products CGU.
All analyses performed as of June 30, 2015 confirm the value of goodwill on the Group's balance sheet.
Concerning the assets of the Commodities business, the current situation in the Metals & Minerals market does not cause the Group to question the value of the assets on the balance sheet.
The summary below presents the recoverable amounts and carrying amounts (including intangible assets from acquisitions):
| (EUR million) | ||||
|---|---|---|---|---|
| Business | Recoverable amount | Carrying amount | Impairment | |
| Commodities | World | 1,505 | 1,028 | - |
| Industry | World | 1,869 | 474 | - |
| Consumer Products | World | 2,258 | 410 | - |
| In-Service Inspection and Verification | Italy | 5 | 3 | - |
| In-Service Inspection and Verification | Portugal | 2 | 1 | - |
Generally speaking, for all CGUs and for all CGU groups, no reasonably possible change in the key assumptions of a single parameter at once can question the value of these assets (such as a two-point increase in the discount rate).
Acquisitions of 100% interest:
| Month | Company | Business | Country |
|---|---|---|---|
| January | Centre of Testing Service Ningbo Co. Ltd |
Consumer Products | China |
| January | North Island Laboratories | Consumer Products and In-Service Inspection & Verification |
Canada |
| Month | Company | Business | % acquired | Country |
|---|---|---|---|---|
| January | Ningbo Hengxin Engineering Testing Co. Ltd |
Industry | 70.0% | China |
| January | Shandong Chengxin Engineering Consulting & Supervision Co. Ltd |
Construction | 70.0% | China |
| January | Beijing Huali BV Technical Service Co. Ltd |
Consumer Products | 60.0% | China |
The main acquisitions in first-half 2015 were as follows:
Shandong Chengxin is a Chinese company specializing in support services for industrial infrastructure construction in the energy sector. Its service offering includes the technical supervision of construction sites, project management assistance and management of calls for tender. It employs over 980 people and has annual revenue of circa EUR 40 million.
Ningbo Hengxin is a Chinese company specializing in non-destructive control and metallurgical analysis. It provides its services to the oil and chemical industry and is active mainly in eastern China. It employs over 330 people and has annual revenue of circa EUR 16 million.
CTS is a Chinese laboratory specializing in testing toys, electrical and electronic devices and consumer durables. The company has test laboratories that are accredited by the Chinese authorities in Ningbo and Guangzhou, two of the world's busiest industrial and commercial centers. The company employs over 70 people and has annual revenue of circa EUR 3 million.
The table below was drawn up prior to completing the final accounting for companies acquired in the first half of 2015:
| (in millions of euros) | June 2015 | June 2014 |
|---|---|---|
| Purchase price of acquisitions | 52.3 | 493.2 |
| Acquisition of non-controlling interests | - | - |
| Cost of assets and liabilities acquired/assumed | 52.3 | 493.2 |
| Assets and liabilities acquired/assumed | Carrying amount |
Fair value | Carrying amount |
Fair value |
|---|---|---|---|---|
| Non-current assets | 7.0 | 47.6 | 42.7 | 281.7 |
| Current assets (excluding cash and cash equivalents) | 42.2 | 56.8 | 64.0 | 64.0 |
| Current liabilities (excluding borrowings) | (53.1) | (71.4) | (18.9) | (18.9) |
| Non-current liabilities (excluding borrowings) | - | (10.0) | (0.2) | (66.6) |
| Borrowings | - | - | (2.0) | (2.0) |
| Non-controlling interests acquired | (4.8) | (4.8) | - | - |
| Cash and cash equivalents of acquired companies | 1.0 | 1.0 | 18.4 | 18.4 |
| Total assets and liabilities acquired/assumed | (7.7) | 19.2 | 104.0 | 276.6 |
| Goodwill | 33.1 | 216.6 |
The main item of goodwill recognized in the first half of 2015 stemmed from the acquisition of Shandong. It amounted to EUR 21.2 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 2015 | June 2014 |
|---|---|---|
| Purchase price of acquisitions | (52.3) | (493.2) |
| Cash and cash equivalents of acquired companies | 1.0 | 18.4 |
| Unpaid contingent consideration at June 30 in respect of acquisitions in the year | 1.8 | 5.4 |
| Purchase price paid in relation to acquisitions in prior periods | (13.8) | (7.1) |
| Impact of acquisitions on cash and cash equivalents | (63.3) | (476.5) |
The amount of EUR 64.7 million shown on the "Acquisitions of subsidiaries" line of the consolidated statement of cash flows includes EUR 1.3 million in acquisition-related fees.
Contingent consideration for acquisitions carried out prior to January 1, 2015 expired during the first half of 2015. At June 30, 2015, the impact from unpaid contingent consideration on the income statement is a product of EUR 1.0 million (EUR 1.4 million at June 30, 2014).
Following the exercise of 472,500 stock options, the Group carried out a share capital increase representing capital of EUR 0.1 million and a share premium of EUR 4.3 million.
On February 25, 2015, the Company carried out a share capital reduction by canceling 1,032,700 treasury shares representing capital of EUR 0.1 million and a share premium of EUR 22.8 million.
The total number of shares comprising the share capital was 442,472,500 at June 30, 2015.
It was 443,032,700 at December 31, 2014. All shares have a par value of EUR 0.12 and are fully paid up.
At June 30, 2015, the Group owned 5,378,429 of its own shares. The carrying amount of these shares was deducted from equity.
No new stock option or performance share plans were awarded in the first half of 2015. The net sharebased payment expense recognized by the Group in the period was EUR 10.0 million (first-half 2014: EUR 10.9 million).
| Due within | Due between 1 and 2 |
Due between 2 and 5 |
Due beyond |
||
|---|---|---|---|---|---|
| (in millions of euros) | Total | 1 year | years | years | 5 years |
| At December 31, 2014 | |||||
| Bank borrowings (long-term portion) | 944.8 | 49.0 | 465.2 | 430.6 | |
| Bond issue | 1,000.0 | 500.0 | 500.0 | ||
| Other non-current financial liabilities | 49.6 | 37.7 | 11.9 | ||
| Non-current financial liabilities | 1,994.4 | 86.7 | 977.1 | 930.6 | |
| Bank borrowings (short-term portion) | 144.1 | 144.1 | |||
| Bank overdrafts | 9.8 | 9.8 | |||
| Other current financial liabilities | 42.5 | 42.5 | |||
| Current financial liabilities | 196.4 | 196.4 | |||
| At June 30, 2015 | |||||
| Bank borrowings (long-term portion) | 1,104.5 | 40.9 | 595.6 | 468.0 | |
| Bond issue | 1,000.0 | 500.0 | 500.0 | ||
| Other non-current financial liabilities | 37.1 | 34.6 | 2.5 | ||
| Non-current financial liabilities | 2,141.6 | 575.5 | 598.1 | 968.0 | |
| Bank borrowings (short-term portion) | 175.0 | 175.0 | |||
| Bank overdrafts | 36.9 | 36.9 | |||
| Other current financial liabilities | 108.8 | 108.8 | |||
| Current financial liabilities | 320.7 | 320.7 |
| 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 | 344.9 | 81.2 | 80.8 | 156.6 | 26.2 | |
| Impact of cash flow hedges (principal and interest) | (14.4) | (1.1) | (1.1) | (6.0) | (6.2) |
Gross debt increased by EUR 217.7 million between December 31, 2014 and June 30, 2015 to reach EUR 2,316.4 million.
In the table above, interest takes into account the impact of debt hedging (currency derivatives).
At June 30, 2015, the Group's net debt was basically only composed of the following funding:
Funding from other sources includes the following facilities:
Bank borrowings are comprised of two programs:
At June 30, 2015, the Group had a confirmed credit line of a total of EUR 356 million under the 2012 Syndicated Loan (available amount of EUR 450 million) less the amounts raised from the commercial paper program (EUR 94 million).
At June 30, 2015, the same financial covenants were in force as at December 31, 2015. The Group complied with all such covenants at end-June 2015 and end-December 2014.
Short-term and long-term bank borrowings can be analyzed as follows by currency (taking into account currency hedging):
| Currency (in millions of euros) | June 2015 | Dec. 2014 |
|---|---|---|
| US dollar (USD) | 729.7 | 508.2 |
| Euro (EUR) | 1,539.0 | 1,566.5 |
| Other currencies | 10.7 | 14.2 |
| Total | 2,279.4 | 2,088.9 |
The tranches in pounds sterling of the US Private Placement 2008 were converted into euros using a currency swap and are therefore included on the "Euro (EUR)" line.
At June 30, 2015, gross debt can be analyzed as follows:
| (in millions of euros) | June 2015 | Dec. 2014 |
|---|---|---|
| Fixed rate | 1,740.4 | 1,703.1 |
| Floating rate | 539.0 | 385.8 |
| Total | 2,279.4 | 2,088.9 |
The contractual repricing dates for virtually all floating-rate borrowings are within six months. The reference rates used are Euribor for floating-rate borrowings in euros and Libor for floating-rate borrowings 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.
| Currency | June 2015 | Dec. 2014 |
|---|---|---|
| US dollar (USD) | 1.59% | 1.58% |
| Euro (EUR) | 0.48% | 1.31% |
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.
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, 2015 | 385.0 | 189.7 | 170.7 | 24.6 | |
| At December 31, 2014 | 370.2 | 168.2 | 182.5 | 19.5 |
Guarantees given include bank guarantees and parent company guarantees.
As at June 30, 2015, the Group believed that the risk of payout under the guarantees described above was low.
| (in millions of euros) | Dec. 2014 |
Additions | Utilized provisions reversed |
Surplus provisions reversed |
Impact of discounting |
Changes in scope of consolidation |
Exchange differences and other movements |
June 2015 |
|---|---|---|---|---|---|---|---|---|
| Provisions for contract-related disputes | 51.5 | 3.4 | (0.8) | (1.2) | - | - | 0.2 | 53.1 |
| Other provisions for liabilities and charges |
63.6 | 10.7 | (10.1) | (5.6) | - | 0.1 | 0.6 | 59.3 |
| Total | 115.1 | 14.1 | (10.9) | (6.8) | - | 0.1 | 0.8 | 112.4 |
The provisions for contract-related disputes recognized in the statement of financial position at June 30, 2015 take 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 the provisioned amounts currently recognized by the Group, 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.
Provisions for other liabilities and charges include provisions for restructuring, tax risks, losses on completion and miscellaneous other provisions whose amounts are not individually material.
Regarding all of the ongoing tax disputes, the Group, with the help of its advisers, deems that the provisions for other liabilities presented in its financial statements reflect our best assessment as to the potential consequences of these disputes.
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.
Movements in working capital requirement attributable to operations totaled a negative EUR 109.9 million in first-half 2015 and a negative EUR 95.0 million in the first-half of 2014.
They can be analyzed as follows:
| (in millions of euros) | June 2015 | June 2014 |
|---|---|---|
| Trade receivables | (64.8) | (56.7) |
| Trade payables | (9.2) | 28.6 |
| Other receivables and payables | (35.9) | (66.9) |
| Movements in working capital requirement attributable to operations | (109.9) | (95.0) |
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 2015 | June 2014 |
|---|---|---|
| Number of shares comprising the share capital at January 1 | 443,033 | 442,042 |
| Number of shares issued during the period (accrual basis) | - | - |
| Allocation of performance stock Exercise of stock options |
396 | 242 |
| Number of treasury shares | (5,899) | (5,223) |
| Weighted average number of ordinary shares in issue | 437,530 | 437,061 |
| Dilutive impact | ||
| Allocation of performance stock | 4,877 | 5,762 |
| Stock options | 565 | 1,589 |
| Weighted average number of shares used to calculate diluted earnings per share |
442,972 | 444,412 |
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.
| June 2015 | June 2014 | |
|---|---|---|
| Net profit attributable to owners of the Company (in thousands of euros) | 175,137 | 153,971 |
| Weighted average number of ordinary shares used to calculate diluted earnings per share (in thousands) |
442,972 | 444,412 |
| Diluted earnings per share (in euros) | 0.40 | 0.35 |
Diluted earnings per share are 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 2015 | June 2014 | |
|---|---|---|
| Net profit attributable to owners of the Company (in thousands of euros) | 175,137 | 153,971 |
| Weighted average number of ordinary shares outstanding (in thousands) | 437,530 | 437,061 |
| Basic earnings per share (in euros) | 0.40 | 0.35 |
On June 4, 2015, Bureau Veritas SA paid out dividends to eligible shareholders in respect of the 2014 financial year. The dividend payout totaled EUR 209.8 million, corresponding to a dividend per share of EUR 0.48 (2014: EUR 0.48).
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:
| IAS 39 category |
Carrying amount |
IAS 39 measurement method |
Fair value | ||||
|---|---|---|---|---|---|---|---|
| Amortized cost |
Cost | Fair value through equity |
Fair value through profit or loss |
||||
| (in millions of euros) At June 30, 2015 |
|||||||
| FINANCIAL ASSETS | |||||||
| Investments in non-consolidated companies | FVPL | 1.3 | - | - | - | 1.3 | 1.3 |
| Other non-current financial assets | HTM | 58.4 | 58.4 | - | - | - | 58.4 |
| Trade and other receivables | LR | 1,385.5 | 1,385.5 | - | - | - | 1,385.5 |
| Current financial assets | LR | 58.3 | 58.3 | - | - | - | 58.3 |
| Current financial assets | FVPL | 2.3 | - | - | - | 2.3 | 2.3 |
| Derivative financial instruments | FVPL/FVE | 25.9 | - | - | 7.5 | 18.4 | 25.9 |
| Cash and cash equivalents | FVPL | 198.2 | - | - | - | 198.2 | 198.2 |
| FINANCIAL LIABILITIES | |||||||
| Bank borrowings | AC | 2,279.4 | 2,279.4 | - | - | - | 2,436.3 |
| Bank overdrafts | FVPL | 36.9 | - | - | - | 36.9 | 36.9 |
| Other non-current financial liabilities | AC | 37.1 | 37.1 | - | - | - | 37.1 |
| Trade and other payables | AC | 907.2 | 907.2 | - | - | - | 907.2 |
| Current financial liabilities | AC | 108.8 | 108.8 | - | - | - | 108.8 |
| Derivative financial instruments | FVPL/FVE | 51.8 | - | - | 45.2 | 6.6 | 51.8 |
| At December 31, 2014 | |||||||
| FINANCIAL ASSETS | |||||||
| Investments in non-consolidated companies | FVPL | 1.1 | - | - | - | 1.1 | 1.1 |
| Other non-current financial assets | HTM | 50.6 | 50.6 | - | - | - | 50.6 |
| Trade and other receivables | LR | 1,253.6 | 1,253.6 | - | - | - | 1,253.6 |
| Current financial assets | LR | 33.3 | 33.3 | - | - | - | 33.3 |
| Current financial assets | FVPL | 2.3 | - | - | - | 2.3 | 2.3 |
| Derivative financial instruments | FVPL/FVE | 8.3 | - | - | - | 8.3 | 8.3 |
| Cash and cash equivalents | FVPL | 220.1 | - | - | - | 220.1 | 220.1 |
| FINANCIAL LIABILITIES | |||||||
| Bank borrowings | AC | 2,088.9 | 2,088.9 | - | - | - | 2,251.2 |
| Bank overdrafts | FVPL | 9.8 | - | - | - | 9.8 | 9.8 |
| Other non-current financial liabilities | AC | 49.6 | 49.6 | - | - | - | 49.6 |
| Trade and other payables | AC | 899.2 | 899.2 | - | - | - | 899.2 |
| Current financial liabilities | AC | 42.5 | 42.5 | - | - | - | 42.5 |
| Derivative financial instruments | FVPL/FVE | 37.2 | - | - | 37.2 | - | 37.2 |
NB: The following abbreviations are used to represent IAS 39 financial instrument categories:
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.
The fair value of each of the Group's fixed-rate facilities (USPP 2008, USPP 2010, USPP 2011, USPP 2014, SSD and the bond issue) 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, 2015 Bank Loan 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:
| Adjustments for | Net | Net | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (in millions of euros) | Interest | Fair value |
Amortized cost |
Exchange differences |
Accumulated impairment |
gains/(losses) in first-half 2015 |
gains/(losses) in first-half 2014 |
||
| Held-to-maturity assets | HTM | - | - | - | - | - | - | - | |
| Loans and receivables | LR | - | - | - | (5.2) | (1.8) | (7.0) | (0.7) | |
| Financial assets and liabilities at fair value through profit or loss |
FVPL | 2.5 | - | - | 4.7 | - | 7.2 | 3.3 | |
| Debt carried at amortized cost | AC | (41.8) | - | - | (3.1) | - | (44.9) | (41.7) | |
| Total | (39.3) | - | - | (3.6) | (1.8) | (44.7) | (39.1) |
Due to the international scope of its operations, the Group is exposed to currency risk on its use of several different currencies, even though hedges arise naturally with the matching of income and expenses in most countries in which the Group operates, since services are provided locally.
For the Group's businesses present in local markets, income and expenses are mainly expressed in local currencies. For the Group's businesses relating to international markets, part of the revenue is denominated in US dollars.
The proportion of consolidated revenue for the first half of 2015 denominated in USD generated in countries with different functional currencies or currencies linked to the USD totaled 10%.
The impact of a 1% rise or fall in the USD against all other currencies would have had an impact of 0.1% on consolidated Group revenue.
The presentation currency of the financial statement is the euro, so the Group must convert into euros any income and expenses denominated in other currencies at the time of preparing its financial statements. This translation is done using the average exchange rate for the year. 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.
For the first half of 2015, more than two thirds of Group revenue came from the consolidation of financial statements from entities with functional currencies other than the euro:
Taken individually, other currencies did not account for more than 4% of Group revenue.
As a result, the impact of a 1% rise or fall in the euro against the US dollar and other linked currencies would have had an impact of 0.19% on consolidated revenue for the first half of 2015 and of 0.22% on operating profit for the first half of 2015.
If it deems appropriate, the Group may hedge certain commitments by matching financing costs with operating income in the currencies concerned.
When financing arrangements are set up in a currency other than the country's functional currency, the Group takes out foreign exchange or currency hedges for the main currencies or uses perpetuity financing 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, 2015:
| Non-functional currency | |||
|---|---|---|---|
| (in millions of euros) | USD | EUR | GBP |
| Financial liabilities | (1,052.5) | (70.1) | (166.0) |
| Financial assets | 746.9 | 67.6 | 113.2 |
| Net position (assets-liabilities) before hedging | (305.6) | (2.5) | (52.9) |
| Currency hedging instruments | 368.4 | 52.4 | |
| Net position (assets-liabilities) after hedging | 62.8 | (2.5) | (0.4) |
| Impact of a 1% rise in exchange rates | |||
| On equity | - | - | (5.5) |
| On net profit before income tax | 0.6 | (0.0) | (0.0) |
| Impact of a 1% fall in exchange rates | |||
| On equity | - | - | (5.2) |
| On net profit before income tax | (0.6) | 0.0 | 0.0 |
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 and equity 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 noncurrent financial assets, trade and other receivables, cash and cash equivalents, current and non-current financial liabilities, current liabilities, and trade and other payables.
The Group's 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 and may use interest rate derivative instruments where appropriate.
Interest rate exposure is monitored on a monthly basis. The Group continually analyzes 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, 2015, 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, 2015:
| Due within | Due between 1 and 5 |
Due beyond 5 |
Total | |
|---|---|---|---|---|
| (in millions of euros) | 1 year | years | years | June 2015 |
| Fixed-rate bank borrowings | 0.0 | (951.2) | (789.2) | (1,740.4) |
| Floating-rate bank borrowings | (175.0) | (185.3) | (178.7) | (539.0) |
| Bank overdrafts | (36.9) | (36.9) | ||
| TOTAL - Financial liabilities | (211.8) | (1,136.5) | (968.0) | (2,316.3) |
| TOTAL - Financial assets | 198.2 | 198.2 | ||
| Floating-rate net position (assets - liabilities) before hedging | (13.7) | (185.3) | (178.7) | (377.7) |
| Interest rate hedges | ||||
| Floating-rate net position (assets - liabilities) after hedging | (13.7) | (185.3) | (178.7) | (377.7) |
| Impact of a 1% rise in interest rates | ||||
| On equity | - | |||
| On net profit before income tax | (3.8) | |||
| Impact of a 1% fall in interest rates | ||||
| On equity | - | |||
| On net profit before income tax | 3.8 |
At June 30, 2015, given the net floating-rate position after hedging in the above table, the Group considers that a 1% rise in short-term interest rates across all currencies would lead to an increase of around EUR 3.8 million in interest payable.
Debts maturing after five years, representing a total amount of EUR 968 million, are essentially at fixed rates. At June 30, 2015, 76% of the Group's gross debt was at fixed rates.
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, 2015, 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 2015 | June 2014 |
|---|---|---|
| Wages and salaries | 1.1 | 1.0 |
| Stock options | 0.3 | 0.2 |
| Performance share grants | 1.2 | 1.0 |
| Total | 2.6 | 2.2 |
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 720,000 stock options at June 30, 2015 (June 30, 2014: 480,000), with a fair value per share of EUR 2.69 (June 30, 2014: EUR 2.75).
The number of free shares granted to the executive corporate officers amounted to 1,108,000 at June 30, 2015 (1,048,000 at June 30, 2014).
On July 15, 2015, the Board of Directors decided to award stock purchase options and performance shares to 542 Group employees including the Chief Executive Officer, corresponding to a total of 2,480,200 shares (1,136,200 performance shares and 1,344,000 stock purchase options), or 0.58% of the share capital.
(a) The option purchase price was set at EUR 20.51, corresponding to the average (without discount) of the first traded prices on the last 20 stock market trading days preceding the grant date.
These grants are subject to a number of performance and service conditions.
In July 2015, Bureau Veritas acquired Shanghai Xietong, a Chinese company specializing in the supervision of industrial asset construction projects.
On July 8, 2015, the Group put in place Schuldschein private placements on the German market for a total amount of EUR 200 million. This funding consists of four tranches in all (respectively at fixed-rate and floating-rate and with maturities of five and seven years).
The above entities are all fully consolidated since they are controlled by Bureau Veritas. The Group has the majority of the voting rights in these entities or governs their financial and operating policies.
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| 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 |
| Armenia | BIVAC ARMENIA | 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 | Bureau Veritas Minerals Pty Ltd | 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 | Matthews-Daniel Int. (Australia) Pty | S | 100.00 | 100.00 | 100.00 | 81.09 |
| Austria | Bureau Veritas Certification Austria (formerly | S | ||||
| Azerbaijan | Zertiefizierung Bau) BV Azeri |
S | 100.00 100.00 |
100.00 100.00 |
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 |
| S | ||||||
| Bangladesh Bangladesh |
BIVAC Bangladesh BVCPS Bangladesh |
S | 100.00 100.00 |
100.00 100.00 |
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 | Société d'exploitation du guichet unique du Bénin (SEGUB) |
S | 51.00 | 46.00 | 51.00 | 46.00 |
| Bermuda | Matthews-Daniel Services (Bermuda) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| Bermuda | Matthews-Daniel Holdings (Bermuda) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
|---|---|---|---|---|---|---|
| Bolivia | BV Fiscalizadora Boliviana SRL | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Bolivia | BV Argentina SA succursale Bolivia | S | 100.00 | 100.00 | 100.00 | 100.00 |
| 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 | 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 Inspeçöes Ltda | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Brazil | Sistema PRI | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Brazil | ACME Analytical Laboratorios LTDA. | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Brazil | Matthews-Daniel do Brasil | S | 100.00 | 100.00 | 100.00 | 81.09 |
| 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 | Chas Martin Canada Inc | 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 Consultant Ltd |
S | 100.00 | 100.00 | 100.00 | 100.00 |
| Canada | BV Commodities Canada Ltd | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Canada | Matthews-Daniel Int. (Canada) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| Canada | Matthews-Daniel Int. (Newfoundland) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| 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 | Société 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 |
| 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 | 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 | 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 | BV 7 Layers Communications Technology (Shenzen) Co Ltd |
S | 100.00 | 100.00 | 100.00 | 100.00 |
| China | BVCPS HK, HSINCHU BRANCH | S | 100.00 | 100.00 | 100.00 | 100.00 |
| China | Matthews-Daniel Int. (Hong Kong) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| China | Shanghai Davis Testing Technology Co. Ltd | S | 100.00 | 100.00 | 100.00 | 100.00 |
| China | Matthews-Daniel Offshore (Hong Kong) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| China | CTS | S | 100.00 | 100.00 | ||
| China | Shandong Hengyuan Engineering Consulting Co., Ltd |
S | 100.00 | 70.00 | ||
| China | BVCPS Shanghai (formerly MTL Shanghai) | S | 85.00 | 85.00 | 85.00 | 85.00 |
| China | Inspectorate (Shanghai) Ltd | S | 85.00 | 85.00 | 85.00 | 85.00 |
| China | BV Shenzen | S | 80.00 | 80.00 | 80.00 | 80.00 |
| China | Beijing Huaxia Supervision Co | S | 70.00 | 70.00 | 70.00 | 70.00 |
| China | Shandong Chengxin Engineering Consulting & Supervision Co. Ltd |
S | 70.00 | 70.00 | ||
| China | Ningbo Hengxin Engineering Testing Co. Ltd | S | 70.00 | 70.00 | ||
| China | BVCPS Jiangsu Co (JV) | S | 60.00 | 51.00 | 60.00 | 51.00 |
| China | Zhejiang BVCPS Shenyue Co. Ltd | S | 60.00 | 51.00 | 60.00 | 51.00 |
| China | BV CPS Shenou (Wenzhou) Co, Ltd | S | 60.00 | 51.00 | 60.00 | 51.00 |
| China | Beijing Huali BV Technical Service Co. Ltd | S | 60.00 | 60.00 | ||
| 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 |
| 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 |
| Cyprus | Bureau Veritas (Cyprus) Ltd | S | 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 |
| Democratic Republic of Congo |
SEGUCE RDC SA | S | 100.00 | 100.00 | ||
| Denmark | BV Certification Denmark | 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 | 100.00 | 100.00 |
| Egypt | Watson Gray (Egypt) limited | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Egypt | Matthews-Daniel Int. (Egypt) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| Egypt | BV SA – Egypt | B | 100.00 | 100.00 | 100.00 | 100.00 |
| Egypt | BV Egypt | S | 90.00 | 90.00 | 90.00 | 90.00 |
| 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 |
| S | 100.00 | 100.00 | 100.00 | 100.00 | ||
| France | BV Certification Holding | |||||
| 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 | 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 Operations 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 | BIVAC MALI | S | 100.00 | 100.00 | 100.00 | 100.00 |
| France | Arcalia France | S | 100.00 | 100.00 | 100.00 | 100.00 |
| France | Oceanic Developpement SAS | S | 100.00 | 100.00 | 100.00 | 100.00 |
| France | Medi-Qual | S | 100.00 | 100.00 | 100.00 | 100.00 |
| France | ACR | 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 | 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 |
| France | Coreste | S | 99.60 | 99.60 | 99.60 | 99.60 |
| France | Guichet Unique Commerce Extérieur & Logistique – GUCEL SAS |
S | 90.00 | 90.00 | 90.00 | 90.00 |
| Fujairah | Inspectorate International Ltd (Fujairah branch) | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Gabon | BV Gabon | S | ||||
| Georgia | Inspectorate Georgia LLC | S | 100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| S | ||||||
| Germany Germany |
BV Certification Germany | S | 100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| BVCPS Germany |
| 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 |
| Germany | Bureau Veritas Industry Services | S | 100.00 | 100.00 | 100.00 | 100.00 |
| 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 | 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 |
| Germany | One Tüv | S | 66.67 | 66.67 | 66.67 | 66.67 |
| 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 |
| B | ||||||
| Greece | BV SA – Greece | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Guatemala Guinea |
BVCPS Guatemala BIVAC Guinea |
S | 100.00 100.00 |
100.00 100.00 |
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 |
| S | ||||||
| Hungary | BV Hungary | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Iceland India |
Bureau Veritas Iceland BVIS – India |
S | 100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| India | BVCPS India Ltd | S | 100.00 | 100.00 | 100.00 | 100.00 |
| S | ||||||
| India India |
Bureau Veritas India BV Certification India |
S | 100.00 100.00 |
100.00 100.00 |
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 |
| S | ||||||
| India India |
Sievert India Pvt Ltd BV SA – India |
B | 100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| S | ||||||
| Indonesia Indonesia |
BV Indonesia Inspectorate PT IOL Indonesia |
S | 100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| S | ||||||
| Indonesia | BVCPS Indonesia | B | 85.00 | 85.00 | 85.00 | 85.00 |
| Iran Iran |
BV SA – Iran Inspectorate Iran (Qeshm) Ltd |
S | 100.00 51.00 |
100.00 51.00 |
100.00 51.00 |
100.00 51.00 |
| 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 |
| 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 | Bureau Veritas Nexta SRL | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Italy | Inspectorate Italy SRL | S | 100.00 | 100.00 | 100.00 | 100.00 |
| S | ||||||
| Ivory Coast Ivory Coast |
BV Ivory Coast BIVAC Ivory Coast |
S | 100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| Ivory Coast | Bureau Veritas Mineral Laboratories | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Ivory Coast | BIVAC Scan CI | S | 61.99 | 61.99 | 61.99 | 61.99 |
| 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 |
| S | ||||||
| Japan | Inspectorate (Singapore) Pte. Ltd., Japan Branch | 100.00 | 100.00 | 100.00 | 100.00 | |
| Japan | 7 Layers Japan | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Japan | Kanagawa Building Inspection | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Japan | Bureau Veritas Denkihoan-hojin Co., Ltd | 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 | Kazinspectorate Ltd | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Kazakhstan | BV Marine Kazakhstan | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Kazakhstan | BV Kazakhstan Industrial Services LLP | S | 60.00 | 60.00 | 60.00 | 60.00 |
| 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 |
| Laos | Bivac LAO PDR | S | 100.00 | 100.00 | ||
| S | ||||||
| Latvia Latvia |
Bureau Veritas Latvia Inspectorate Latvia Ltd |
S | 100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| Lebanon | BV Lebanon | S | 100.00 | 100.00 | 100.00 | 100.00 |
| B | ||||||
| Lebanon Liberia |
BIVAC Branch Lebanon BIVAC Liberia |
S | 100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| Liberia | BV Liberia | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Libya | Bureau Veritas Libya | S | 51.00 | 51.00 | 51.00 | 51.00 |
| Lithuania | S | 100.00 | 100.00 | 100.00 | 100.00 | |
| BV Lithuania | ||||||
| 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 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 | Scientige SDN BHD | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Malaysia | Matthews-Daniel (Malaysia) SDN BHD | S | 100.00 | 100.00 | 100.00 | 81.09 |
| Malaysia | BV Malaysia | S | 49.00 | 49.00 | 49.00 | 49.00 |
| Malaysia | Inspectorate Malaysia SDN BHD | S | 49.00 | 49.00 | 49.00 | 49.00 |
| 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 | S | 100.00 | 100.00 | 100.00 | 100.00 | |
| BV Mexicana | S | |||||
| Mexico Mexico |
BVCPS Mexico Inspectorate de Mexico SA de CV |
S | 100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| Mexico | Chas Martin Mexico City Inc | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Mexico | Unicar Automotive Inspection Mexico | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Mexico | Matthews-Daniel Mexico | S | 100.00 | 100.00 | 100.00 | 81.09 |
| Monaco | S | 100.00 | 100.00 | 100.00 | 100.00 | |
| Mongolia | BV Monaco Bureau Veritas Inspection & Testing Mongolia |
S | 100.00 | 100.00 | 100.00 | 100.00 |
| LLC | ||||||
| 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 | BV Mozambique Ltda | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Mozambique | BV SA – Mozambique | B | 100.00 | 100.00 | 100.00 | 100.00 |
| Mozambique | TETE Lab | S | 66.66 | 66.66 | 66.66 | 66.66 |
| Mozambique | Bureau Veritas Controle | S | 63.00 | 63.00 | 63.00 | 63.00 |
| S | ||||||
| Namibia Netherlands |
Bureau Veritas Namibia BIVAC BV (formerly BIVAC Rotterdam) |
S | 100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| Netherlands | BV Inspection & Certification the Netherlands BV | S | 100.00 | 100.00 | 100.00 | 100.00 |
| 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 | 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 Curaçao NV | 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 | S | 100.00 | 100.00 | 100.00 | 100.00 | |
| Nicaragua | BV New Zealand Nl01b Inspectorate America Corp. - Nicaragua |
S | 100.00 | 100.00 | 100.00 | 100.00 |
| Nigeria | S | 100.00 | 100.00 | 100.00 | 100.00 | |
| Nigeria | Inspectorate Marine Services (Nigeria) Ltd BV Nigeria |
S | 60.00 | 60.00 | 60.00 | 60.00 |
| 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 |
| Norway | Matthews-Daniel Int. (Norge) A/S | S | 100.00 | 100.00 | 100.00 | 81.09 |
| Oman | Inspectorate International Limited Oman | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Oman | BV SA – Oman | B | 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 |
| 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 SA | S | 100.00 | 100.00 | 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 | 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 | S | 100.00 | 100.00 | 100.00 | 100.00 |
| branch) | ||||||
| Philippines | BV SA – Philippines | B | 100.00 | 100.00 | 100.00 | 100.00 |
| Philippines | Toplis Marine Philippines | S | 80.00 | 80.00 | 80.00 | 80.00 |
| 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 Int'l 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 | BV SA – Qatar | B | 100.00 | 100.00 | 100.00 | 100.00 |
| Qatar | Inspectorate International Limited Qatar WLL | S | 49.00 | 49.00 | 49.00 | 49.00 |
| Qatar | Sievert International Inspection WLL | S | 49.00 | 34.30 | 49.00 | 34.30 |
| 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 | S | 100.00 | 100.00 | 100.00 | 100.00 | |
| Russia | BV 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 |
| Russia | LLC Matthews-Daniel International (Rus) | S | 100.00 | 100.00 | 100.00 | 81.09 |
| 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 | MD Loss Adjusting and survey company Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| 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 |
| Saudi Arabia | BV SATS | S | 75.00 | 75.00 | 75.00 | 75.00 |
| Saudi Arabia | Inspectorate International Saudi Arabia Co Ltd | S | 65.00 | 65.00 | 65.00 | 65.00 |
| 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 | Matthews-Daniel International PTE, Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| 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 | Bureau Veritas Con Prod Services (P) 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 | ACT | S | 100.00 | 100.00 | 100.00 | 100.00 |
| South Africa | M&L Laboratory Services (Pty) Ltd | S | 100.00 | 73.30 | 100.00 | 73.30 |
| 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 Africa | Bureau Veritas Inspectorate Laboratories (Pty) Ltd |
S | 73.30 | 73.30 | 73.30 | 73.30 |
| South Africa | BV South Africa | S | 70.00 | 70.00 | 70.00 | 70.00 |
| S | 70.00 | 70.00 | 70.00 | 70.00 | ||
| South Africa South Africa |
Bureau Veritas Gazelle Pty Ltd Bureau Veritas Marine Company Surveying Pty |
S | 51.00 | 37.38 | 51.00 | 37.38 |
| Ltd | ||||||
| South Korea | BV Certification Korea (formerly BVQI Korea) | S | 100.00 | 100.00 | 100.00 | 100.00 |
| 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 |
| South Korea | BV KOTITI Korea Ltd | S | 51.00 | 51.00 | 51.00 | 51.00 |
| 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 Administración, S.A.U |
S | 100.00 | 100.00 | 100.00 | 100.00 |
| Spain | Activa, Innovación 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 Española, 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 |
| BV Formacion (formerly ECA Instituto De | S | |||||
| Spain | Tecnología Y Formación, S.A.) | 95.00 | 95.00 | 95.00 | 95.00 | |
| 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 |
| 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 BV Branch | S | 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 | BVCPS HK, Taoyuan Branch | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Taiwan | BV SA – Taiwan | B | 100.00 | 100.00 | 100.00 | 100.00 |
| Taiwan | Advance Data Technology | S | 99.10 | 99.10 | 99.10 | 99.10 |
| Tanzania | BV Tanzania | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Tanzania | BV-USC Tanzania Limited | S | 60.00 | 60.00 | 60.00 | 60.00 |
| Thailand | BVCPS Thailand | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Thailand | Sievert Thailand | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Thailand | Matthews-Daniel Int. (Thailand) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| Thailand | Inspectorate (Thailand) Co Ltd | S | 75.00 | 75.00 | 75.00 | 75.00 |
| Thailand | BV Thailand | S | 49.00 | 49.00 | 49.00 | 49.00 |
| Thailand | BV Certification Thailand | S | 49.00 | 49.00 | 49.00 | 49.00 |
| Togo | BV Togo | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Togo | SEGUCE TOGO | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Trinidad and Tobago |
Inspectorate America Corporation | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Tunisia | BV sa – MST- Tunisia | B | 100.00 | 100.00 | 100.00 | 100.00 |
| Tunisia | STCV – Tunisia | S | 49.90 | 49.90 | 49.90 | 49.90 |
| 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 | 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 |
| Turkey | Inspectorate Uluslararasi Gozetim Servisleri A.S | S | 80.00 | 80.00 | 80.00 | 80.00 |
| Turkmenistan | Inspectorate Suisse SA Turkmenistan branch | S | 100.00 | 100.00 | 100.00 | 100.00 |
| UAE | Inspectorate International Ltd (Dubai branch) | S | 100.00 | 100.00 | 100.00 | 100.00 |
| UAE | Matthews-Daniel Services (Bermuda) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| UAE | BV SA – Abu Dhabi | B | 100.00 | 100.00 | 100.00 | 100.00 |
| UAE | BV SA – Dubai | B | 100.00 | 100.00 | 100.00 | 100.00 |
| UAE | Sievert Emirates Inspection LLC | S | 49.00 | 49.00 | 49.00 | 49.00 |
| 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 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 | 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 | MatthewsDaniel Limited | S | 100.00 | 100.00 | 100.00 | 81.09 |
| United Kingdom | Matthews-Daniel Holdings Limited | S | 100.00 | 100.00 | 100.00 | 81.09 |
| United Kingdom | Matthews-Daniel Int. (London) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| United Kingdom | Matthews-Daniel Int. (Africa) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| 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 | 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 | ANALYST, Inc | S | 100.00 | 100.00 | 100.00 | 100.00 |
| United States | Matthews-Daniel Holdings Inc. | S | 100.00 | 100.00 | 100.00 | 81.09 |
| United States | ACME Analytical Laboratories USA, Inc k. | S | 100.00 | 100.00 | 100.00 | 100.00 |
| United States | T H Hill Associates Inc | 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 | Quiktrak Inc | S | 100.00 | 100.00 | 100.00 | 100.00 |
| United States | DTI Diversitech | S | 100.00 | 100.00 | 100.00 | 100.00 |
| United States | Matthews-Daniel Company Inc. | S | 100.00 | 100.00 | 100.00 | 81.09 |
| United States | Matthews-Daniel Marine Inc. | S | 100.00 | 100.00 | 100.00 | 81.09 |
| 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 |
| Vietnam | Matthews-Daniel Int. (Vietnam) Ltd | S | 100.00 | 100.00 | 100.00 | 81.09 |
| Yemen | Inspectorate International Limited Yemen | S | 100.00 | 100.00 | 100.00 | 100.00 |
| Zambia | Bureau Veritas Zambia Limited | S | 100.00 | 100.00 |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| 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 |
| Japan | Analysts Japan | S | 50.00 | 50.00 | 50.00 | 50.00 |
| Jordan | MELLTS | S | 50.00 | 50.00 | 50.00 | 50.00 |
| Mexico | Analysts Mexico | S | 50.00 | 50.00 | 50.00 | 50.00 |
| Netherlands | CIBV | S | 50.00 | 50.00 | 50.00 | 50.00 |
| Russia | BV Safety LLC | S | 49.00 | 49.00 | 49.00 | 49.00 |
| 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 |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| % | % | |||||
| Country | Company | Type | control | % interest | control | % interest |
| France | GIE CEPI CTE ASCOT | S | 55.00 | 55.00 | 55.00 | 55.00 |
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 monétaire et financier), we hereby report to you on:
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.
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.
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, September 1, 2015
The Statutory Auditors
PricewaterhouseCoopers Audit BM&A
Christine Bouvry Eric Seyvos
I declare that to the best of my knowledge the condensed Half-Year consolidated Financial Statements appearing in Chapter 2 - "2015 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 - "2015 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, 2015, the principal related-party transactions and a description of the main risk factors for the remaining six months of the 2015 financial year.
Neuilly-sur-Seine, September 1, 2015
Didier Michaud-Daniel Chief Executive Officer of Bureau Veritas
67/71, boulevard du Château – 92200 Neuilly-sur-Seine – France Tel.: +33 (0)1 55 24 70 00 - Fax: +33 (0)1 55 24 70 01 - www.bureauveritas.fr
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