Annual / Quarterly Financial Statement • Feb 26, 2019
Annual / Quarterly Financial Statement
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Financial Statements
for the year ended 31 December 2018 and Directors' Report, together with Auditors' Report
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). In the event of a discrepancy, the Spanish-language version prevails.

Avda. Diagonal, 654 08034 Barcelona Espana
Tel: +34 932 80 40 40 wwvv.deloitte.es
Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain. In the event of a discrepancy, the Spanish-language version prevails.
To the Shareholders of Applus Services, S.A.,
We have audited the financial statements of Applus Services, S.A. (the Company), which comprise the balance sheet as at 31 December 2018, and the statement of profit or loss, statement of changes in equity, statement of cash flows and notes to the financial statements for the year then ended.
In our opinion, the accompanying financial statements present fairly, in all material respects, the equity and financial position of the Company as at 31 December 2018, and its results and its cash flows for the year then ended in accordance with the regulatory financial reporting framework applicable to the Company (identified in Note 2.1 to the financial statements) and, in particular, with the accounting principles and rules contained therein.
We conducted our audit in accordance with the audit regulations in force in Spain. Our responsibilities under those regulations are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the ethical requirements, including those pertaining to independence, that are relevant to our audit of the financial statements in Spain pursuant to the audit regulations in force. In this regard, we have not provided any services other than those relating to the audit of financial statements and there have not been any situations or circumstances that, in accordance with the aforementioned audit regulations, might have affected the requisite independence in such a way as to compromise our independence.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The Company has direct and indirect ownership interests in the share capital of Group companies and associates that are not listed on regulated markets, and has granted loans thereto (see Notes 4.1, 5.1, 5.2 and 10.2).
The measurement of the recoverable amount of those ownership interests and loans requires the use of significant estimates and judgements by management, both when choosing the valuation method and discounting future cash flows and when taking into consideration the key operating assumptions used for each method in question. As a result of the foregoing, as well as the significance of the investments held and loans granted, which amounted to EUR 1,440 million and EUR 390 million, respectively, at 2018 year-end, this matter was determined to be a key matter in our audit.
Our audit procedures consisted, among others, of the evaluation of the measurement of the recoverable amount of the aforementioned ownership interests and loans performed by Company management, verifying both the appropriateness of the valuation method used in relation to the investment held and the clerical accuracy of the calculations made. We also assessed the reasonableness of the cash flow projections and the discount rates by conducting a critical analysis of the key assumptions of the models used. In particular, we compared the revenue growth rates with the latest approved strategic plans and budgets, reviewing them for consistency with the historical information on the market situation, and we also assessed management's historical accuracy in the estimation process.
We also assessed the reasonableness of the discount rates applied, taking into consideration the cost of capital of comparable organisations, as well as perpetuity growth rates, among others.
We involved internal business valuation specialists to assess the reasonableness of the models and key assumptions used by the Company.
Lastly, we evaluated whether the disclosures included in Notes 4.1, 5.1, 5.2 and 10.2 to the accompanying financial statements in connection with this matter are in conformity with those required by the applicable regulatory framework.
Notes 8.1 and 8.5 detail the deferred tax assets amounting to EUR 31 million that are recognised in the balance sheet at 2018 year-end, corresponding to tax losses, tax credits and temporary differences amounting to EUR 26.1 million, EUR 4.4 million and EUR 0.5 million, respectively. The Company belongs to the Spanish tax group described in Note 4.3.
In addition, as indicated in Note 8.6, the Company has unrecognised deferred tax assets corresponding to tax losses and tax credits.
At the end of each reporting period, Company management assesses the recoverability of the tax assets recognised based on the projections of future taxable profits used to analyse the recovery of tax losses in a timeframe of no more than ten years, taking into account current legislation and the most recent business plans approved. We identified this matter as key in our audit, since the assessment of the recoverability of these assets requires a significant level of judgement, largely in connection with the projections of business performance.
Our audit procedures to address this matter included, among others:
Evaluation of the methodology and assumptions applied by the Company and, in particular, those related to the growth of sales and expenses that determine the projection of future taxable profits.
Verification of the consistency of the assumptions taking into account both historical information and the market situation and the applicable tax legislation which was verified with the assistance of internal tax experts. We also reviewed the consistency of the models with the financial information used by Company management in performing its impairment tests on ownership interests in, and loans to, Group companies, stressing those assumptions that have the greatest effect on determining the recoverable amount of the tax assets.
We also analysed the historical accuracy of management in the process of preparing projections of future taxable profits for the purpose of analysing the recovery of tax losses, comparing the actual figures for the year with the projections made in the preceding year.
Lastly, we also verified that the disclosures required by the applicable accounting regulations are included in the notes to the accompanying financial statements. The disclosures on this matter can be found in Notes 4.3 and 8 to the financial statements.
The other information comprises only the directors' report for 2018, the preparation of which is the responsibility of the Company's directors and which does not form part of the financial statements.
Our audit opinion on the financial statements does not cover the directors' report. Our responsibility relating to the information contained in the directors' report is defined in the audit regulations in force, which establish two distinct levels thereof:
Based on the work performed, as described above, we have checked that the information described in section a) above is provided in the directors' report and that the other information in the directors' report is consistent with that contained in the financial statements for 2018 and its content and presentation are in conformity with the applicable regulations.
The directors are responsible for preparing the accompanying financial statements so that they present fairly the Company's equity, financial position and results in accordance with the regulatory financial reporting framework applicable to the Company in Spain, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The audit committee is responsible for overseeing the process involved in the preparation and presentation of the financial statements.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the audit regulations in force in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is included in Appendix I to this auditor's report. This description, which is on pages 6 and 7 of this document, forms part of our auditor's report.
The opinion expressed in this report is consistent with the content of our additional report to the Company's audit committee dated 22 February 2019.
The Annual General Meeting held on 31 May 2018 appointed us as auditors for a period of one year from the year ended 31 December 2017, i.e. for 2018.
Previously, we were designated pursuant to a resolution of the General Meeting for the period of one year and have been auditing the financial statements uninterruptedly since the year ended 31 December 2007 and, therefore, since the year ended 31 December 2014, the year in which the Company became a Public Interest Entity
DELOITTE, S. L. Registered in ROAC under no. 50692
1.
Ana Torrens Borras Registered in ROAC under no. 17762
22 February 2019
Further to the information contained in our auditor's report, in this Appendix we include our responsibilities in relation to the audit of the financial statements.
Auditor's Responsibilities for the Audit of the Financial Statements,
As part of an audit in accordance with the audit regulations in force in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
We communicate with the entity's audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the entity's audit committee with a statement that we have complied with relevant ethical requirements, including those regarding independence, and we have communicated with it to report on all matters that may reasonably be thought to jeopardise our independence, and where applicable, on the related safeguards.
From the matters communicated with the entity's audit committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter,
(Thousands of Euros)
| ASSETS | Notes | 31.12.18 | 31.12.17 | EQUITY AND LIABILITIES | Notes | 31.12.18 | 31.12.17 |
|---|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS: | 1,561,857 | 1,675,455 | EQUITY: | 1,192,963 | 1,181,822 | ||
| Non-current Investments in Group companies and associates | 1,530,840 | 1,639,224 | SHAREHOLDERS' EQUITY | 1,192,963 | 1,981,822 | ||
| Equity instruments | 1.439,765 | 1,330,583 | Share capital | 6.1 | -0-2"-- 14,3 |
14,302 | |
| Loans to companies | 91,075 | 308,641 | Share premium | 6.2 | 449,391 | 449,391 | |
| Deferred tax assets | 31,017 | 36,231 | Reserves | 6.2 | 700,678 | 688,256 | |
| Treasury shares | 6.3 | (3,405) | (1,186) | ||||
| Profit for the year | 31,997 | 31,059 | |||||
| NON-CURRENT LIABILITIES: | 457,834 | 496,740 | |||||
| Non-current payables | 7 | 419,100 | 461,061 | ||||
| Non-current payables to Group companies and associates | 10,2 | 35,807 | 35,679 | ||||
| Deferred tax liabilitites | 8.1 | 2,927 | |||||
| CURRENT ASSETS: | 378,282 | ||||||
| Trade and other receivables | 13,305 | 10,025 | CURRENT LIABILITIES: | 223,038 | 375,175 | ||
| Receivable from Group companies and associates | 10.2 | 1,575 | 1,351 | Current payables- | 3,106 | 16,460 | |
| Other receivables | 105 | - | Bank borrowings | 7 | 3,106 | 16,460 | |
| Corporate income tax receivables | 8.1 | 11,625 | 8,674 | Current payables to Group companies and associates | 10.2 | 215,149 | 354,790 |
| Current investments in Group companies and associates | 5.2 8, 10.2 | 298,429 | 365,580 | Trade and other payables- | 4,783 | 3,925 | |
| Short-term loans to Group companies and associates | 298,321 | 365.472 | Sundry accounts payable | 1,104 | 783 | ||
| Other financial assets | 108 | 108 | Remuneration payable | 2,123 | 1,430 | ||
| Cash and cash equivalents | 5.3 | 244 | 2,677 | Tax payables | 8.1 | 1,556 | 1.712 |
| TOTAL ASSETS | 1 873 835 | 2,053 737 | TOTAL E MTV AND LIABILITIES | 1 873,835 | 2,053 737 |
The accompanying Notes 1 to 14 and Appendix I are an integral part of the statement of financial position as at 31 December 2018.
(Thousands of Euros)
| Notes | 2018 | 2017 | |
|---|---|---|---|
| CONTINUING OPERATIONS: | |||
| Revenue• | 9.1 &10.1 | 58,421 | 69,831 |
| Services | 3,530 | 3,373 | |
| Dividend revenue | 36,743 | 39,027 | |
| Finance revenue to Group companies and associates | 18,148 | 27,431 | |
| Staff costs- | 9.2 | (3,375) | (6,016) |
| Wages, salaries and similar expenses | (3,169) | (5,841) | |
| Employee benefit costs | (206) | (175) | |
| Other operating expenses- | (2,615) | (2,3811 | |
| Outside services | (2,190) | (2,142) | |
| Taxes other than income tax | (425) | (239) | |
| PROFIT FROM OPERATIONS | 52,431 | 61,434 | |
| Finance income- | 93 | 49 | |
| From marketable securities and other financial instruments of third parties | 93 | 49 | |
| Finance costs- | (24,187) | (30,741) | |
| On debts to Group companies and associates | 10.1 | (11,091) | (19,209) |
| On debts to third parties | (13,096) | (11,532) | |
| Exchange differences | (592) | (5,828) | |
| FINANCIAL LOSS | _124,686) | (36,520) | |
| PROFIT BEFORE TAX | 27,745 | 24,914 | |
| Corporate income tax | 8 | 4,252 | 8,145 |
| PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS | 31,991 | 31,059 | |
| DISCONTINUED OPERATIONS: | |||
| Profit for the year from discontinued operations net of tax | |||
| PROFIT FOR THE YEAR | 31,997 | 31,059 |
The accompanying Notes 1 to 14 and Appendix I are an integral part of the statement of profit or loss for 2018.
| 2018 | 2017 | |
|---|---|---|
| PROFIT PER INCOME STATEMENT (I) | 31,997 | 31,059 |
| Income and expense recognised directly in equity: | ||
| Total income and expense recognised directly in equity (II) | ||
| Transfers to profit or loss: | ||
| Total transfers to profit or loss (III) | ||
| Total recognised income and expense (1+11+111) | 31,997 | 31,059 |
The accompanying Notes f to 14 and Appendix I are an integral part of the statement of profit or loss for 2018.
(Thousands of Euros)
| Share capital | Share premium |
Reserves | Treasury shares |
Profit (Loss) for the year |
Total | |
|---|---|---|---|---|---|---|
| 2016 ENDING BALANCE | 13,002 313,525 | 677,733 | (2,837) | 26,737 | 1,028,160 | |
| Total recognised income and expense | - | - | 31,059 | 31,059 | ||
| Allocation of 2016 profit | - | - | 9,835 | - | (26,737) | (16,902) |
| Transactions with shareholders | ||||||
| - Capital increase (Note 6.1) | 1,300 | 135,866 | (1,717) | - | - | 135,449 |
| - Transactions with treasury shares | - | 2,405 | 1,651 | - | 4,056 | |
| 2017 ENDING BALANCE | 14,302 | 449,391 i | 688,256 | (1,186) | 31,059 | 1,181,822 |
| Total recognised income and expense | - | - | _. | - | 31,997 | 31,997 |
| Allocation of 201 profit | - | 12,467 | (31,059) | (18,592) | ||
| - Transactions with treasury shares | - | - | (45) | (2,219) | (2,264) | |
| 2018 ENDING BALANCE | 14,302 | 449,391 | 700,678 | (3,405) | 31,997 | 1,192,963 |
The accompanying Notes 1 to 14 and Appendix I are an integral part of the statement of profit or loss for 2018.
(Thousands of Euros)
| Notes | 2018 | 2017 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES (I): | 32,407 | 43,799 | |
| Profit for the year before tax | 27,745 | 24,914 | |
| Adjustments for | |||
| Dividend revenue | 10.1 | (36,743) | (39,027) |
| Finance income | (18,241) | (27,480) | |
| Finance costs | 24,187 | 30,741 | |
| Exchange differences | 592 | 5,828 | |
| Changes in working capital | |||
| Trade and other receivables | 823 | 1,694 | |
| Trade and other payables | 321 | 78 | |
| Other current assets | (1,249) | ||
| Other current liabilities | 947 | 7,920 | |
| Other cash flows from operating activities | |||
| Dividends received | 10.1 | 36,743 | 44,309 |
| Interest paid | (20,194) | (29,074) | |
| Interest received | 18,651 | 32,042 | |
| Corporate Income tax paid | (907) | (1,718) | |
| Other receivables and payables | (268) | (6,428) | |
| CASH FLOWS FROM INVESTING ACTIVITIES (II): | 38,214 | (197,233) | |
| Proceeds from disposal | |||
| Group companies and associates | 389,910 | 83,433 | |
| Payments due to investment | |||
| Loans to Group companies and associates | (109,182) | (219,193) | |
| Credits to Group companies and associates | (242,514) | (61,473) | |
| CASH FLOWS FROM FINANCING ACTIVITIES (III): | (72,473) | 117,063 | |
| Receipts and payments for equity instruments- | |||
| Equity instruments issued | 6 | 137,166 | |
| Equity instruments issuing costs | (2,234) | ||
| Proceeds and payments relating to financial liability instruments | |||
| Proceeds from issue of bank borrowings | 542,029 | 16,253 | |
| Proceeds from issue of borrowings from Group companies and associates | 45,246 | 47,161 | |
| Repayment of bank borrowings | (604,465) | ||
| Repayment and amortisation of borrowings with Group companies and associates | (33,132) | (60,003) | |
| Other payments | (3,559) | (4,378) | |
| Dividend payments and renumeration of other equity instruments- | |||
| - Dividends | (18,592) | (16,902) | |
| EFFECT OF FOREIGN EXCHANGE RATE CHANGES (IV): | (581) | 3,248 | |
| NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (1+11+111+1V) | (2,433) | (33,123) | |
| Cash and cash equivalents at beginning of year | 2,677 | 35,800 | |
| Cash and cash equivalents at end of year | 244 | 2,677 |
The accompanying Notes 1 to 14 and Appendix I are an integral part of the statement of profit or loss for 2018.
Notes to the financial statements for the year ended 31 December 2018
Applus Services, S.A. (formerly Applus Technologies Holding, S.L., hereinafter "the Parent" or "the Company") has been since 29 November 2007 the Parent of the Applus Group ("the Applus Group" or "the Group"). The Company has its registered office in calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, in Madrid.
The Company purpose is as follows:
2
The purchase, holding and administration, whether direct or indirect, of shares, corporate interests, quota shares and any other form of holding or interest in the capital and/or securities granting right to the obtaining of shares, corporate interests, quota shares, or other holdings or interests in companies of any type, with or without legal personality, established in accordance with Spanish law or any other applicable legislation, in accordance with Article 108 of the Law 27/2014, of 27 November 2014, of the Corporate Income Tax Law, or by such legislation as may replace it, as well as the administration, management and guidance of such companies and entities, whether directly or indirectly, by means of the membership, attendance and holding of positions on any governing and management bodies of such companies or entities, carrying out the described advisory, management and guidance services making use of the corresponding organization of material and personnel means. An exception is made for those activities expressly reserved by law for Collective Investment Institutions, as well as for that expressly reserved by the Securities Market Act for investment service companies.
The activities may be carried out either directly by the Company or through the ownership of shares or equity interest in other companies with an identical or related purpose, including the carrying out of all its activities in an indirect manner, therefore acting solely as a holding company.
All activities for which the law establishes special requirements that cannot be carried out by the Company are excluded from the corporate purpose. Should legal provisions require a professional qualification, administrative authorization, or registration with a public registry to be able to perform any of the activities included in the corporate purpose, such activities must be performed by persons who hold such professional qualifications, and such tasks shall not be able to commence until the administrative requirements have been met.
Since 9 May 2014 the shares of the Company have been listed on the stock exchange.
The subsidiaries and associates directly and indirectly owned by the Company are shown in Appendix I.
In view of the business activities carried out on by the Company, it does not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in the notes to the financial statements.
The present financial statements for 2018 were authorised for issue by the Company's Directors at the Board of Directors Meeting held on 20 February 2019. The present financial statements were formally prepared in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:
This document is a translation of the Financial Statements originally issued in Spanish. In the event of a discrepancy, the Spanish language version prevails.
The accompanying financial statements, which were obtained from the Company's accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and rules contained therein and, accordingly, present fairly the Company's equity, financial position, results of operations and cash flows for 2018.
3 "46
These financial statements, which were formulated by the Company's Directors, will be submitted for approval at the Annual General Meeting, that will be held on 30 May 2019 and it is considered that they will be approved without any changes.
The financial statements for 2017 were approved at the Annual General Meeting held on 31 May 2018.
No non-obligatory accounting principles were applied. Also, the Directors formally prepared these financial statements taking into account all the obligatory accounting principles and standards with a significant effect hereon.
All obligatory accounting principles were applied.
In preparing the accompanying financial statements, estimates were made by the Company's Directors in order to measure certain assets, liabilities, income, expenses and obligations reported herein. These estimates relate basically to the following:
Although these estimates were made on the basis of the best information available at 2018 year-end, events that take place in the future might make it necessary to change them (upwards or downwards) in the coming years. Changes in accounting estimates would be applied prospectively.
The information relating to 2018 contained in these notes to the financial statements is presented, for comparison purposes, with information relating to 2017.
Certain items in the statement of financial position, statement of profit or loss, statement of changes in equity and statement of cash flows are grouped together to facilitate their understanding; however, whenever the amounts involved are material, the information is broken down in the related notes to the financial statements.
In 2018 there were no changes in accounting policies with respect to those applied in 2017.
In preparing the accompanying financial statements no errors were detected that would have made it necessary to restate the amounts included in the financial statements for 2017
The proposed allocation of the Company's net profit, formulated by the Board of Directors and presented at the next Company's Annual General Meeting of the Shareholders, for 2018 is as follows:
| Thousands of Euros |
|
|---|---|
| Basis of distribution: | |
| Profit of the year | 31,997 |
| 31,997 | |
| Allocation of the profit: | |
| To dividends | 21,453 |
| To unrestricted reserves | 10,544 |
| Total | 31,997 |
The Company's Board of Directors will present a proposal at the next Shareholders Annual General Meeting, to distribute ordinary dividends allocated from the 2018 profit, amounting to EUR 21,453 thousand and corresponding to a gross dividend of EUR 0.15 per share.
The principal accounting policies used by the Company in preparing its financial statements for 2018 and 2017, in accordance with the Spanish National Chart of Accounts, were as follows:
The financial assets held by the Company are classified in the following categories:
Financial assets are initially recognised at the fair value of the consideration given, plus any directly attributable transaction costs.
Loans, receivables and held-to-maturity investments are measured at amortised cost.
Investments in Group companies and associates and interests in jointly controlled entities are measured at cost net, where appropriate, of any accumulated impairment losses. These losses are calculated as the difference between the carrying amount of the investments and their recoverable amount. Recoverable amount is the higher of fair value less costs to sell and the present value of the future cash flows from the investment. Unless there is better evidence of the recoverable amount, it is based on the value of the equity of the investee, adjusted by the amount of the unrealised gains existing at the date of measurement (including goodwill, if applicable).
The Company has majority ownership interests in the share capital of certain companies. The financial statements do not reflect the increases or decreases in the value of the Company's ownership interests which would arise from the application of consolidation methods. It should also be noted that the Company will prepare consolidated financial statements separately under International Financial Reporting Standards ("IFRS"). These consolidated financial statements have been authorised for issue by the Board of Director's on the meeting held on 20 February 2019.
| Thousands of euros | ||
|---|---|---|
| 2018 | 2017 | |
| Total Assets | 1,997,470 | 2,004,055 |
| Equity attributable to the shareholders of the parent | 756,203 | 743,606 |
| Revenue of the consolidated operations | 1,675,942 | 1,583,094 |
| Netprofit (loss) attributable to the parent | 41,208 | 35,582 |
The Company derecognises a financial asset when the rights to the cash flows from the financial asset expire or have been transferred and substantially all the risks and rewards of ownership of the financial asset have also been transferred, such as in the case of firm asset sales or factoring of trade receivables in which the Company does not retain any credit or interest rate risk.
Financial liabilities include accounts payable by the Company that have arisen from the purchase of goods or services in the normal course of the Company's business and those which, not having commercial substance, cannot be classify as derivative financial instruments.
Accounts payable are initially recognised at the fair value of the consideration received, adjusted by the directly attributable transaction costs. These liabilities are subsequently measured at amortised cost.
The Company derecognises financial liabilities when the obligations given cease to exist.
At 31 December 2018 the Company does not hold any financial derivative products.
The Company tests financial assets not measured at fair value. Objective evidence of impairment is considered to exist when the recoverable amount of the financial asset is lower than its carrying amount. When this occurs, the impairment loss is recognised in the statement of profit or loss.
Recoverable amount is the higher of fair value less costs to sell and value in use.
Management updates annually its subsidiaries business plan which is prepared according to the Group strategic plan by sector and geography, considering the specific characteristics of each company regarding to its customers, projects and services. The main components of this plan are: projections on operating income and expense, investment and working capital. The business plan prepared by the management includes the budget for 2019 together with the projections for 2020-2023.
In order to calculate the recoverable amount of each asset the present value of its cash flows was determined by using the business plan prepared by the management. As a general rule, indefinite useful life projections for a projected period of five years and a perpetuity rate of return from the sixth year onwards were used. An exception is made for the businesses with a finite useful life, in which the projected period is adjusted to the actual term of the agreement, and the probability of renewal is not taken into account. From the sixth year onwards it was considered that the cash flows generated by each asset grow at a rate equal to the growth of each industry in the geographical area in which it operates.
The projections were prepared on the basis of past experience and of the best estimates available at the date on which the impairment tests were carried out. Changes in the current perimeter were not considered in the projections and impairment tests.
As a general rule, for the assets for which the need to perform an impairment test was not detected, a sensitivity analysis was carried out on the main aggregates to verify that there are no indications of the need to perform such tests. This analysis consisted of measuring the impact of the increases expected in income and operating profit before depreciation, amortisation, interests, taxes and other results (hereinafter -EBITDA- ), increasing the discount rate up to one percentage point and reducing the perpetuity growth rate up to 0.8%. Applying these changes to the assumptions similarly does not disclose any need to recognise impairment losses on the financial assets.
The main average discount rates after tax used in each of the Company's geographical areas were as follows:
| Country/geographical area | 2018 | 2017 |
|---|---|---|
| Spain | 7.5% - 8.7% | 7.4% - 8.1% |
| Rest of Europe | 6.3% - 7.5% | 5.7% - 7.0% |
| US and Canada | 7.6% - 8.2% | 6.5% - 7.6% |
| Latin America | 11.6% - 14.0% | 11.1% v |
The Company's functional currency is the Euro. Therefore, transactions in currencies other than the Euro are deemed to be "foreign currency transactions" and are recognised by applying the exchange rates prevailing at the date of the transaction.
At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated to euros at the rates then prevailing. Any resulting gains or losses are recognised directly in the statement of profit or loss in the year in which they arise.
Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income).
The current corporate income tax expense is the amount payable by the Company as a result of corporate income tax settlements for a given year. Tax credits and other tax rebates on the tax payable, excluding tax withholdings and pre-payments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current corporate income tax expense.
The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are recognised by applying to the temporary difference or tax asset that are expected to apply at the corporate tax rates in the period when the asset is realised or the liability is settled.
Deferred tax liabilities are recognised for all temporary differences except for:
Deferred tax assets, identified for temporary differences (tax credits for tax losses carryforwards and other tax credits), are only recognised if it is considered probable that the Company will have sufficient future taxable profits against which they can be utilised.
The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability.
The Company is the head of the Applus Group, which files consolidated tax returns as being the tax group number 238/08, and the tax base for the year is determined as if individual returns were being filed, net of such tax credits and tax relief as might be deductible under the consolidated tax regime. The Company manages the accounts receivable or payable that arise.
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| Novotec Consultores, S.A.U. | Applus Iteuve Technology, S.L.U. | |
| Applus Iteuve Galicia, S.L.U. | Tunnel Safety Testing, S.A. | |
| Supervision y Control, S.A.U. | Inversions Finisterre, S.L. |
The Spanish consolidated tax group is comprised by the following companies:
Revenue and expenses are recognised on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, net of discounts and taxes.
Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the end of the reporting period, provided that the outcome of the transaction could be estimated reliably.
Interest revenue from financial assets is recognised using the effective interest method and dividend revenue is recognised when the shareholder's right to receive payment has been established. Interest and dividends from financial assets accrued after the date of acquisition are recognised as revenue in the profit or loss statement.
According to BOICAC's 79, question 2, due to the Company's holding activity, both the dividend revenue and the finance revenue of the loans from its subsidiaries are recorded under the heading "Revenue"
When preparing the financial statements, the Company's Directors made a distinction between:
The financial statements include all the provisions with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the financial statements, but rather are disclosed, unless the possibility of an outflow in settlement is considered to be remote.
Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account the information available on the event and its consequences. Where discounting is used, adjustments made to provisions are recognised as financial cost on an accrual basis.
8
Under current legislation, the Company is required to pay termination benefits to employees terminated under certain conditions. Therefore, termination benefits that can be reasonably quantified are recognised as an expense in the year in which the decision to terminate the employment relationship is taken and a valid expectation regarding termination is created on the part of third parties.
The accompanying financial statements do not include any significant provision in this connection, since no situations of this nature are expected to arise.
Environmental assets are deemed to be assets used on a lasting basis in the Company's operations whose main purpose is to minimise environmental impact and protect and improve the environment, including the reduction or elimination of future pollution.
Because of their nature, the Company's business activities do not have a significant environmental impact.
For the purposes of the presentation of the financial statements, group companies are considered to be those entities over which the Company directly and indirectly controls the financial and operating policies, exercises power over the relevant activities, maintains exposure, or rights, to variable returns from involvement with the investee; and the ability to use power over the investee to affect the amount of the investor's returns. This is generally because it holds more than 50% of the voting power.
Associates are companies over which the Company is in a position to exercise significant influence, but not control or joint control. Normally this capacity exists because the Group holds (directly or indirectly) 20% or more of the voting power of the subsidiary.
For the purposes of the information in this section, related parties are considered to be:
The Company performs all its transactions with related parties on an arm's length basis. Also, the transfer prices are adequately supported and, therefore, the Company's Directors consider that there are no material risks in this connection that might give rise to significant liabilities in the future.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases.
At 31 December 2018 and 2017 the Company did not have any finance leases.
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, unless some other systematic basis of allocation is more representative of the time pattern of the benefits generated.
Leases do not have grace periods or compensation clauses giving rise to a future payment obligation that could have a significant impact on these financial statements.
The Company only holds certain vehicles under operating leases, and the related expense incurred in 2018 and 2017 amounted to EUR 26 thousand.
Current assets are assets associated with the normal operating cycle, which in general is considered to be one year; other assets which are expected to mature, be disposed of or be realised within twelve months from the end of the reporting period; financial assets held for trading, except for financial derivatives that will be settled in a period exceeding one year; and cash and cash equivalents. Assets that do not meet these requirements are classified as non-current assets.
Similarly, current liabilities are liabilities associated with the normal operating cycle, financial liabilities held for trading, except for financial derivatives that will be settled in a period exceeding one year; and, in general, all obligations that will mature or be extinguished at short term. All other liabilities are classified as non-current liabilities.
The Company has established, with its key personnel, specific remuneration plans, based on the following characteristics:
Acquisitions of treasury shares are recognised at acquisition cost, reducing equity until they are sold. The gains and losses obtained on the disposal of treasury shares are recognised in "Reserves" in the accompanying statement of financial position.
10
The changes in "Non-current investments in Group companies and associates" in the statement of financial position in 2018 and 2017 were as follows (in thousands of euros):
| Categories | 31/12/18 | 31/12/17 |
|---|---|---|
| Equity investments in Group companies, jointly controlled entities and associates |
1,439,765 | 1,330,583 |
| Credits (loans) to Group companies (Note 10.2) | 91,075 | 308,641 |
| Total Non-current investments in Group companies and associates |
1,530,840 | 1,639,224 |
The changes in 2018 and 2017 in "Equity investments in Group companies, jointly controlled entities and associates" were as follows (in thousands of euros):
| Categorie\$ | 01/01/18 | Additions | 31/12/18 |
|---|---|---|---|
| Equity investments in Group companies, jointly controlled entities and | |||
| associates | 1,330,583 | 109,182 | 1,439,765 |
| Total | 1,330,583 - | 109,182 | 1,439,765 , |
| Categories | 01/01/17 | Additions | 31/12/17 |
|---|---|---|---|
| Equity investments in Group companies, jointly controlled entities and | |||
| associates | 1,111,168 | 219,415 | 1,330,583 |
| Total | 1,111,168 | 219,415 | 1,330,583 |
The value of direct shareholdings at 31 December 2018 and 2017 are as follows (in thousands of euros):
| Subsidiary_ | 31/12/18 | 31/12/17 |
|---|---|---|
| Applus Servicios Tecnologicos, S.L.U. | 1,337,553 | 1,228,371 |
| Azul Holding 2 S.a.r.l. | 102,212 | 102,212 |
| Total equity investments in group companies, joint ventures and associates | 1,439,765 | 1,330,583 |
The most significant information in relation to subsidiaries in which the Company had a direct ownership interest at 2018 year-end is as follows:
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Name / Registered office |
% of ownership |
Share capital |
Profit (Loss) | Other | Carrying amount |
||
| From operations |
Net | equity itemsTotal equity | Gross Cost | ||||
| Applus Servicios Tecnologicos, S.L.U. | 100% | 134,487 | 40,461 | 31,758 | 552,712 | 718,957 | 1,337,553 |
| Azul Holding 2, S.a.r.l. | 100% | 13 | (20) | (33) | 101,558 | 101,538 | 102,212 |
| Total | 134,500 | 40,441 | 31,725 | 654,270 | 820,495 | 1,439,765 |
11
The subsidiaries and associates directly and indirectly owned by the Company are shown in Appendix I. None of the subsidiaries are listed on the stock market.
The detail of the balances of "Current Investments in Group Companies and Associates" at 31 December 2018 and 2017 is as follows (in thousands of euros):
| Categories | 31/12/18 | 31/12/17 |
|---|---|---|
| Credits (loans) and receivables from Group companies | 289,517 | 339,891 |
| Short-term interest receivable from Group companies | 8,804 | 25,581 |
| Account receivable relating to dividends | 108 | 108 |
| Total current investments in Group companies and associates Note 10.2 |
298,429 | 365,580 |
"Cash and Cash Equivalents" includes all cash recognised in current accounts, which amounted to EUR 159 thousand. The total balance on 31 December 2017 was EUR 822 thousand.
"Cash and Cash Equivalents" also includes balances receivable recognised as a result of a banking product arranged in 2015, the "Multi Currency Notional Pooling", which allows the Company to obtain liquidity in eight different currencies and which amounted to EUR 85 thousand at 31 December 2018 (31 December 2017: EUR 1,855 thousand).
At the end of 2018 the Company had credit facilities with a balance of EUR 1,190 thousand due by the Company (Note 7). Also, in 2017 the Company had credit facilities with a balance of EUR 16,253 thousand which are classified under "current bank borrowing" in the accompanying statement of financial position.
At 31 December 2018 and 2017, no amount recognised under "Cash and Cash Equivalents" had been pledged.
The Company's financial risk management is centralised in the Financial Department of the Applus Group, which has established the mechanisms required to control exposure to interest rate and exchange rate fluctuations and credit and liquidity risk. The main financial risks affecting the Company are as follows:
a) Credit risk:
In general, the Company holds its cash and cash equivalents at banks with high credit ratings.
The accounts receivable at 31 December 2018 and 2017 relate mainly to balances with Group companies for services provided by the Company.
The Company Directors consider that there was no significant credit risk at 31 December 2018 and 2017.
b) Liquidity risk:
The Company, for the purpose of ensuring liquidity and enabling it to meet all the payment obligations arising from its business activities, has the cash and cash equivalents disclosed in its statement of financial position, together with credit and financing facilities.
The Company manages liquidity risk prudently by maintaining sufficient cash, the availability of financing in the form of committed credit facilities and through the sufficient capacity to settle market positions.
Both the Company's cash and part of its bank borrowings are exposed to interest rate risk, which variations could have an effect on financial profit or loss and cash flows. In addition in order to follow Group's strategy of minimizing risks, part of the new debt has been secured at a fixed interest rate. Private placement debt represents at 31 December 2018 a 55% of total debt drawn.
In 2018 the Company's Directors decided not to arrange interest rate hedges, although this is considered to be a significant risk that Company's management should monitor closely on a continuous basis.
In addition, a portion of the financial debt and of some of the balances with Group companies are in foreign currencies.
Therefore, the main market risks to which the Company is exposed are interest rate and foreign currency risk.
c.1) Interest rate risk:
The detail of the average interest rate and of the average financial debt drawn is as follows:
| 2018 | i 2017 |
|
|---|---|---|
| Average interest rate | 1.78% | 1.94% |
| Average financial debt drawn (thousands of euros) | 469,317 | 466,809 |
On the basis of the financial debt drawn, the impact on borrowing costs of a change of half a point in the average interest rate would be as follows:
| Change in interest rate +0.50% | 2018 | 2017 |
|---|---|---|
| Change in borrowing costs (thousands of euros) I | 1,802 | 2,334 |
c.2) Foreign currency risk:
At 31 December 2018, there is no financial debt disposed in foreign currency so the Company is not exposed to foreign currency risk. At 31 December 2017 the financial debt drawn in a foreign currency was in sterling pounds:
| Thousands of Euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Financial debt subject to foreign currency risk | 22,699 | ||
| Average financial debt drawn subject to foreign currency risk | 11,445 | 22,918 |
On the basis of the financial debt in foreign currency, the impact on borrowing costs of a change of half a point in the average exchange rate would be as follows:
| 2018 | 2017 | |||
|---|---|---|---|---|
| Change in exchange rate | +0.50% | -0.50% | + 0.50% | -0.50% |
| Change in borrowing costs (thousands of euros) | 57 | (57) | 115 | (115) |
At 31 December 2016, the Company's share capital was represented by 130,016,755 fully subscribed and paid-up common shares of EUR 0.10 par value each.
❑n 28 September 2017, the Company's capital was increased by EUR 1,300 thousand through the creation of 13,001,675 new shares of EUR 0.10 par value each and with a share premium of EUR 135,866 thousand at EUR 10.45 per share. The capital increase was carried out by means of monetary contributions for the full amount which totalled EUR 137,166 thousand.
The expenses incurred in relation to the capital increase carried out in 2017 amounted to EUR 1,717 thousand net of the tax effect, and were recognised with a charge to reserves.
Therefore, at 31 December 2018 and 2017, the share capital is represented by 143,018,430 fully subscribed and paid-up common shares of EUR 0.10 par value each.
Per the notifications of the number of shares submitted to the Spanish National Securities Market Commission (CNMV), the following shareholders owned significant direct and indirect interests in the Company's share capital, more than 3% of share capital, at 31 December 2018:
| % share | |
|---|---|
| Southeastern Concentrated Value Limited | 5.073% |
| River & Mercantile Group P.L.0 | 5.048% |
| Threadneedle Asset Management Limited | 4.993% |
| Norges Bank | 4.983% |
| Eleva Capital SAS | 3.018% |
| DWS Investment GmbH | 3.017% |
The Company's Directors are not aware of any other ownership interests of 3% or more of the share capital or voting rights of the Company, or of any lower ownership interests that might permit the holder to exercise a significant influence over the Company.
Under the Spanish Companies Act, the Company must transfer 10% of net profit for each year to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount. Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.
At the end of 2018 the balance of this reserve amount to EUR 2,860 thousand and it had reached the legally minimum required (EUR 2,600 thousand at the end of 2017).
At 31 December 2018 and 2017, the share premium reserves amounted to EUR 449,391 thousand and it is fully available.
Spanish Companies Act allows to use the share premium reserves balance to increase capital and it does not establishes specific restrictions about the availability of that balance.
At 31 December 2018, the Company holds a total of 283,400 treasury shares at an average cost of EUR 12.01 per share. The value of these treasury shares totalled EUR 3,405 thousand, which is recognised under "Treasury Shares" in the accompanying statement of financial position as at 31 December 2018 (see Note 4.12).
At 31 December 2017, the Company held a total of 112,744 treasury shares at an average cost of EUR 10.52 per share. The value of these treasury shares totalled EUR 1,186 thousand, which is recognised under "Treasury Shares" in the accompanying statement of financial position as at 31 December 2017 (see Note 4.12).
The detail of "Non-Current Payables" and "Current Payables" is as follows (in thousands of euros):
| 31/12/18 | 31/12/17 | |
|---|---|---|
| Facilities Agreement | 191,941 | 461,061 |
| US Private Placement lenders | 230,000 | - |
| Debt Arrangement fees | (2,841 | - |
| Total non-current payables | 419,100 | 461,061 |
| Accrued interests | 2,625 | 207 |
| Debt Arrangement fees | (709) | - |
| Credit facilities | 1,190 | 16,253 |
| Total current payables | 3,106 | 16,460 |
| Total bank borrowings | 422,206 | 477,521 |
On 11 July 2018, the Applus Group repaid the syndicated loan existing at the time early and entered into a new loan agreement with a new syndicate of nine banks and into a private placement with two US institutional investors. As a result, the Group improved the terms and conditions of the previous syndicated loan by changing, inter alia, the currencies, interest rates, maturities and lenders. These new debt contracts do not include any pledge on shares of any of the Group companies, and all previously granted share pledges have been cancelled.
In accordance with the law, the Company has therefore cancelled the original liabilities, recognised the new financial liability at amortised cost, and charged the arrangement expenses of the previous debt in the attached consolidated profit and loss account amounting EUR 2,782 thousand.
The consolidated Group's debt structure is composed of a portion of bank borrowings and a placement of private debt with institutional investors. The bank borrowings, supplied by nine international banks, consist of a multicurrency syndicated loan of EUR 600 million, which comprises of a Facility A "Term Loan" of EUR 200 million and a Facility B "Revolving Credit Facility" of EUR 400 million. The total amount of the private debt is EUR 230 million.
The syndicated loan bears interest at Euribor for tranches in Euros and at Libor for tranches in foreign currency (currently not drawn) plus a spread based on the level of debt; on 31 December 2018, 1.10% for Facility A and 1.0% for Facility B.
All the tranches have a single maturity on 27 June 2023, which may be extended for a total of two additional years at the end of the first and second years.
The private placement debt is placed from two US institutional investors. The structure includes a tranche of EUR 150 million maturing at 27 June 2025 and a tranche of EUR 80 million maturing at 27 June 2028. The blended average fixed interest rate of the private placement debt is 2.03%.
15
The structure of the financial debt in 2018 and 2017 is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Tranche | Limit | Drawn by the | Drawn by | Maturity |
| Company | the Group | |||
| Facility A "Term Loan " | 200,000 | 11,941 | 200,000 | 27/06/2023 |
| Facility B "Revolving Credit Facility" | 400,000 | 180,000 | 180,000 | 27/06/2023 |
| US Private Placement lenders - 7 years | 150,000 | 150,000 | 150,000 | 27/06/2025 |
| US Private Placement lenders - 10 years | 80,000 | 80,000 | 80,000 | 27/06/2028 |
| Accrued interests | 2,625 | 3,096 | ||
| Debt arrangement exnenses | (3,550) | (4,734) | ||
| Total | 830,000 | 421,016 | 608,362 |
The amount drawn by the Company in 2018 is as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Tranche | Drawn by the | Drawn by | Maturity | ||
| Limit | Comrany | the Group | |||
| Facility Al | 478,903 | 441,866 | 478,903 | 26/06/2020 | |
| Facility A2 | 84,668 | - | 84,668 | 26/06/2020 | |
| Facility A3 | 24,458 | 24,458 | 24,458 | 26/06/2020 | |
| Facility B | 150,000 | - | 26/06/2020 | ||
| Effect of exchange rate changes | (1,759) | 13,182 | |||
| Accrued interest | 207 | 250 | |||
| Debt arrangement expenses | LLL 1- |
1,9681 | |||
| Total | 738,029 | 461,268 1 | 596,493 |
a.1) Obligations and restrictions relating to the syndicated loan and private debt
Both the new syndicated loan and the private placement debt are subject to the achievement of certain financial ratios, being the main one the ratio of net consolidated debt to consolidated EBITDA of less than 4.0x, evaluated every six months, at 30 June and 31 December.
At 31 December 2018, the ratio, calculated on the basis of the contractually established definitions of net consolidated debt and consolidated EBITDA, was 2.3x.
The Directors expect the financial leverage ratio covenant to be met.
The Group also has to fulfil certain obligations under the syndicated loan and the private placement agreement which relate mainly to disclosure requirements concerning its financial statements and negative undertakings to not perform certain transactions without the lender's consent, such as certain mergers or changes of business activity.
a.2) Guarantees given
None of Applus Group subsidiaries have their shares pledged to secure the debt.
The detail, by maturity, of "Non-Current Payables" and "Current Payables" is as follows (in thousands of euros):
| Short | 2023 | Long | ||||
|---|---|---|---|---|---|---|
| Term 2 |
2020 | 2021 | 2022 | onwards | Term | |
| Facility A "Term Loan" | - | - | 11,941 | 11,941 | ||
| Facility B "Revolving Credit Facility" |
180,000 | 180,000 | ||||
| US Private Placement lenders | - | - | - | - | 230,000 | 230,000 |
| Accrued interest | 2,625 | - | - | - | - | - |
| Debt Arrangement expenses | (709) | (711) | (709) | (709) | (712) | (2,841) |
| Credit Facilities | 1,190 | - | - | - | - | - |
| Total | 3,106 | (711) | (709) | (709) | 421,229 | 419,100 |
2017
| 2018 , |
2019 | 2020 | Total | |
|---|---|---|---|---|
| Bank borrowings | t 16,253 |
- | 461,061 | 477,314 |
| Short-term interest | 207 | - | - | 207 |
| Total | 16,460 | 461,061 | 477,521 |
The detail of the current and non-current tax assets and tax liabilities at the end of 2018 and 2017 is as follows (in thousands of euros):
| Tax assets I |
Tax liabilities I |
|
|---|---|---|
| Non-current balances: | ||
| Deferred tax assets | 471 | 2,927 |
| Tax credits for tax loss carryforwards (Note 8.5) | 26,166 | - |
| Withholding taxes and other tax credits | 4,380 | - |
| Total non-current balances | 31,017 | 2,927 |
| Current balances: | ||
| Accrued social security taxes payable | - | 9 |
| VAT payable | - | 1,454 |
| Personal income tax withholdings payable | - | 93 |
| VAT receivable | 1,250 | - |
| Income tax withholdings receivables | 10,375 - |
- |
| Total current balances | 11,625 | 1,556 |
| Tax assets | Tax liabilities | |
|---|---|---|
| Non-current balances | ||
| Deferred tax assets | 3,848 | - |
| Tax credits for tax loss carryforwards (Note 8.5): | 28,003 | - |
| Withholding taxes and other tax credits | 4,380 | - |
| Total non-current balances | 36,231 | - |
| Current balances: | ||
| Accrued social security taxes payable | 11 | |
| VAT payable | 1,600 | |
| Personal income tax withholdings payable | , | 101 |
| Income tax withholdin_gs receivables | 8,674 | - |
| Total current balances | , 8 674 I _ 1 |
1,712 |
The reconciliation of the accounting profit (loss) to the taxable profit (tax loss) for corporate income tax purposes is as follows (in thousands of euros):
| 2018 | 2017 | |
|---|---|---|
| Accounting profit before tax | 27,745 | 24,914 |
| Permanent differences | (36,743) | (38,186) |
| Tem ora differences |
(24,502) | (18,182) |
| Tax loss | (33,500) | (31,454) |
| Tax profits from subsidiaries | 88,808 | 66,754 |
| Tax losses from subsidiaries | (612) | (6,010) i |
| Tax base before tax consolidation adjustments | 48,696 | 29,290 |
| Offset of tax losses | (12,174) | (7,322) |
| Taxableprofit | 36,522 | 21,968 |
| Tax charge | 9,130 | 5,492. |
| Offset of tax credits | (6,934) | (4,211) |
| Tax withholdings and re a'ments | (12,571) | (6,181) |
| Corporate Income tax refundable (-) / payable(+) | t10,375) | (4,900) |
The permanent differences in 2018 relate mainly to the application of transitory rule 23 of the Spanish Income Tax Law (inspired by the former Article 30.6 of the Consolidated Spanish Income Tax Law), permitting the non-inclusion in the tax base of dividends received from the Spanish subsidiaries (and, therefore, their consideration as a reduction of the tax base of the ownership interest) and the claim for a double taxation tax credit, provided that there is evidence that the seller has effectively been taxed on an amount equal to the dividend received.
Pursuant to this rule, a portion of the dividend, was adjusted downwards, EUR 26,262 thousand, paid by the subsidiary Applus Servicios Tecnologicos, S.L.U, also included the remaining amount of the dividend of EUR 10,481 thousand, of a total of EUR 36,743 thousand, which is exempt based on article 21 on Spanish Income Tax Law (see Note 10.1). It should also be noted that the Company has opted to apply the tax regime for foreign-securities holding companies (ETVEs) envisaged in Articles 107 et seq. of the Spanish Income Tax Law.
2017
During 2017 the permanent differences relate mainly to the application of transitory rule 23 of the Spanish Income Tax Law (inspired by the former Article 30.6 of the Consolidated Spanish Income Tax Law), permitting the non-inclusion in the tax base of dividends received from Spanish subsidiaries (and, therefore, their consideration as a reduction of the tax base of the ownership interest) and the claim for a double taxation tax credit, provided that there was evidence that the seller has effectively been taxed on an amount equal to the dividend received. Pursuant to this rule, a portion of the dividend, EUR 27,895 thousand, paid by the subsidiary Applus Servicios TecnolOgicos, S.L.U., totalling EUR 39,027 thousand (see Note 10.1), was adjusted downwards. In addition, permanent differences also included the remaining amount of the dividend of EUR 11,132 thousand, which is exempt based on article 21 on Spanish Income Tax Law, and other nondeductible expenses, amounting to EUR 841 thousand. It should also be noted that the Company opted to apply the tax regime for foreign-securities holding companies (ETVEs) envisaged in Articles 107 et seq. of the Spanish Income Tax Law.
The temporary differences for 2018 relate mainly, to the amount of prior years' deductible borrowing costs amounting to EUR 25,142 thousand recognised in 2018 pursuant to Article 16 of the Spanish Income Tax Law, and to the reversal of provisions considered non-deductible for tax purposes, amounting EUR 640 thousand.
For 2017, temporary differences relate mainly to the amount of prior years' deductible borrowing costs amounting to EUR 11,180 thousand recognised in 2017 pursuant to Article 16 of the Spanish Income Tax Law, and to the reversal of provisions considered non-deductible for tax purposes, amounting to EUR 4,713 thousand, and to capital increase expenses amounting to EUR 2,241 thousand.
The reconciliation of the accounting profit to the corporate income tax expense (benefit) for 2018 and 2017 is as follows (in thousands of euros):
| 2018 | 2017 | |
|---|---|---|
| Accounting,profit before tax | 27,745 | 24,914 |
| Permanent differences | (36,743) | (38,186) |
| Taxable accounting loss | 8,998 | (13,272) _ |
| Tax charge J |
(2,250) | (3,318) |
| Adjustments and recognitions/derecognition of tax credits and others | 3,551 | 39 |
| Deduction of unrecognised tax assets | (5,553) | (2,866) _ |
| Total corporate income tax expense (benefit) recognised in profit or loss | (4,252) | (6,145) |
The unrecognised tax deductions applied during 2018 and 2017 financial years mainly correspond to the internal double taxation deduction.
The breakdown of the corporate income tax (benefit) expense is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2018 | ' 2017 |
||
| Current tax: | |||
| Continuing operations | (12,393) | (4,187) | |
| Discontinued operations | - | - | |
| Deferred tax: | |||
| Continuing operations | 8,141 | (1,958) | |
| Discontinued operations | - | ||
| Total tax expense (benefit) | (4,252) | (6,145) |
Royal Decree-Law 3/2016, of 2 December, adopting tax measures aimed at consolidating public finances and other urgent social measures, was published in the Spanish Official State Gazette on 3 December 2016.
As a result of the Royal Decree-Law, at 2016 year-end the Spanish consolidated tax group recognised a tax expense amounting to EUR 11,363 thousand (EUR 2,273 thousand in current tax and EUR 9,090 thousand in deferred tax), since it was considered that there are very severe restrictions on the transfer of certain securities representing investments in the share capital, or equity of some subsidiaries before the five-year period expires, due to legal, contractual or other reasons, in relation to the sale or settlement of the investments concerned, and to the circumstances specifically affecting them. This amount covers the impairment losses to be reversed and included in the tax base in the five year period from 2016 to 2020.
At 31 December 2018 and 2017, the prior year's tax loss carryforwards of the company recognised in the accompanying statement of financial position were as follows:
| Thousands of Euros | |||
|---|---|---|---|
| Tax loss | Tax asset recognised | ||
| carryforwards | (Note 8.1) | ||
| 2009 | 18,720 | 4,680 | |
| 2010 | 51,715 | 12,929 | |
| 2011 | 34,230 | 8,557 | |
| Total | 104,665 | 26,166 |
2018
2017
| Thousands of Euros | ||
|---|---|---|
| Tax loss carryforwards |
Tax asset recognised (Note 8.1) _ |
|
| 2009 | 26,067 | 6,516 |
| 2010 | 51,715 | 12,929 |
| 2011 | 34,230 | 8,558 |
| Total | 112,0121 | 28,003 |
Additionally, "Deferred Tax Assets" of the accompanying statement of financial position as at 31 December 2018 includes the deferred tax assets amounting to EUR 106 thousand (31 December 2017: EUR 3,631 thousand) relating to finance costs that were not tax-deductible, according to applicable tax policies. This heading also includes other positive temporary differences amounting to EUR 364 thousand in 2018 and EUR 217 thousand in 2017.
Finally, "Deferred Tax Assets" includes EUR 4,380 thousand corresponding to the recognition of withholding taxes for domestic double taxation (same amount in 2017).
At the end of each year the Company's Directors analyse the recoverability of the deferred tax assets and only recognise those that they consider will probably be recovered in 10 years maximum.
The factors taken into consideration by the Company's Directors to recognise as a deferred tax asset, including tax credit for tax loss carryforwards, withholding taxes and tax credits for temporary differences at 31 December 2018, which support their future recoverability, are as follows:
- In 2018 and 2017 the consolidated tax group in Spain obtained taxable income of EUR 48,696 and EUR 29,290 thousand which enabled it to use unrecognised tax losses from prior years amounting to EUR 2,540 and EUR 2,306 thousand, respectively.
The detail of the tax losses not recognised in the accompanying statement of financial position as at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | ||
|---|---|---|
| Tax Loss carryforwards |
Tax credit not recognised |
|
| 2007 | 5,077 | 1,269 |
| Total | 5,077 | 1,269 |
The detail of the withholding taxes and other tax credits not recognised in the accompanying statement of financial positions at 31 December 2018 and 2017 is as follows (in thousands of euros):
| Year | Description | 31/12/18 I |
31/12/17 |
|---|---|---|---|
| 2013 | Domestic double taxation tax credit | 23,774 | 21,656 |
| 2014 | Domestic double taxation tax credit | 4,313 | 4,313 |
| 2015 | Domestic double taxation tax credit | 4,227 | 4,227 |
| 2016 | Domestic double taxation tax credit | 3,996 | 3,996 |
| 2017 | Domestic double taxation tax credit | 5,021 | 5,021 |
| 2018 | Domestic double taxation tax credit | 4,727 | - |
| Total | 46,058 | 39,213 |
Additionally, the detail of the tax credits generated by Idiada Automotive Technology S.A. is as follows (in thousands of euros):
| Year | I Description | 31/12/18 | 31/12/17 |
|---|---|---|---|
| 2009 | Specific activities taxation tax credit | - | 868 |
| 2010 | Specific activities taxation tax credit | 1,033 | 1,033 |
| 2011 | Specific activities taxation tax credit | 1,118 | 1,118 |
| 2012 | Specific activities taxation tax credit | 1,600 | 1,600 |
| 2013 | Specific activities taxation tax credit | 1,161 | 1,161 |
| 2014 | Specific activities taxation tax credit | 1,477 | 1,477 |
| 2015 | Specific activities taxation tax credit | 1,138 | 1,138 |
| 2016 | Specific activities. taxation tax credit | 1,153 | 1,153 |
| 2017 | Specific activities taxation tax credit | 868 | - |
| Total | 9,548 | 9,548 |
Under current Spanish legislation, taxes cannot be deemed to have been definitively settled until the tax returns filed have been reviewed by the tax authorities or until the four-year statute-of-limitations period has expired. At 2018 year-end the Company has 2012, 2014, and subsequent years open for review by the tax authorities for income tax, and 2015 and subsequent years open for review by the tax authorities for the rest of applicable taxes.
The Company's Directors, in agreement with their tax advisers, consider that the tax returns have been filed correctly and, therefore, even in the event of discrepancies in the interpretation of current tax legislation in relation to the tax treatment afforded to certain transactions, such liabilities as might arise would not have a material effect on the accompanying financial statements.
These notes to the financial statements do not include the information referred to the Article 42 bis of Royal Decree 1065/2007 related to persons resident in Spain, whether legal entities that are beneficiaries or holders of accounts abroad or individuals from the Company who are authorised representatives for accounts abroad held by a Company subsidiary non-resident in Spain, since such information is duly recorded and detailed in the Company's accounting records pursuant to Article 42 bis 4.b of Royal Decree 1065/2007.
The Company's revenue relates in full to transactions carried out with Group companies (see Note 10.1).
| The detail of the revenue for 2018 and 2017 is as follows (in thousands of euros): | ||
|---|---|---|
| 2018 | 2017 | |
|---|---|---|
| Dividend revenue | 36,743 | 39,027 |
| Finance revenue | 18,148 | 27,431 |
| Management fee revenue | 3,530 | 3,373 |
| Total | 58,421 1 |
69,831 ' |
The detail of "Staff Costs" in the statement of profit or loss for 2018 and 2017 is as follows (in thousands of euros):
| 2018 | 2017 | |
|---|---|---|
| Wages and salaries | 3,094 | 5,841 |
| Termination benefits | 75 | - |
| Employer social security costs | 94 | 107 |
| Other employee benefit costs | 112 | 68 |
| Total | 3,375 | 6,016 |
During 2017, EUR 2,620 thousand were included in wages and salaries related to group's initial public offering incentive economic plans.
The average number of employees in 2018 and 2017, by category and gender, is as follows:
| Category | Men | Women | Total |
|---|---|---|---|
| Top management | 5 | _ | 5 |
| Middle management | 1 | - | 1 |
| Supervisors | - | 1 | 1 |
| Total | 6 | 1 | 7 |
| Category | Men | Women | Total |
|---|---|---|---|
| Top management | 6 | - | 6 |
| Middle management | 1 | - | 1 |
| Supervisors | - | 1 | 1 |
| Total | 7 | 1 | 8 |
Also, the breakdown of the workforce, by gender and category, at the end of 2018 and 2017 is as follows:
| Category | Men | Women | Total |
|---|---|---|---|
| Top management | 5 | - | 5 |
| Middle management | I | - | 1 |
| Supervisors | - | 1 | 1 |
| Total | 6 | , 1 |
7 |
| Category | Men J |
Women | Total |
|---|---|---|---|
| Top management | 6 | - | 6 |
| Middle management | I | 1 | |
| Supervisors | - | 1 | 1 |
| Total | 7_ | 11 | 8 I |
In 2018 and 2017, Applus Services, S.A. has no employees with a disability equal to or greater than 33%.
The detail of the transactions with Group and related companies in 2018 and 2017 is as follows:
| , Thousands of Euros _ ,. |
|||||
|---|---|---|---|---|---|
| Dividend revenue |
Finance income |
Finance cost |
Services rendered |
||
| Applus Servicios Tecnologicos, S.L.U. | 36,743 | 3,852 | 873 | 3,530 | |
| Applus Iteuve Technology, S.L.U. | 2,486 | 863 | _ | ||
| Arctosa Holding, B.V. | 1,947 | 19 | _ | ||
| Röntgen Technische Dienst Holding, B.V. | _ | 1,777 | 1,753 | _ | |
| Libertytown Usa 1, Inc. | 1,191 | - | _ | ||
| Ringal Invest, S.L.U. | _ | 1,100 | - | _ | |
| Libertytown Usa Finco, Inc. | 1,029 | - | _ | ||
| Libertytown Australia Pty, Ltd. | _ | 722 | |||
| Velosi Europe Ltd. | 610 | 324 | |||
| Velosi Industries Sdn Bhd. | _ | 598 | |||
| Libertytown Applus Rtd Germany, Gmbh. | 531 | - | _ | ||
| Röntgen Technische Dienst, B.V. | , | 394 | 483 | _ | |
| John Davidson & Associates Pty, Ltd. | _ | 234 | _ | ||
| Applus RTD Norway, As. | 208 | - | _ | ||
| Applus Pty Ltd. | - | 176 | 6 | ||
| Applus Norcontrol Guatemala, S.A. | 159 | - | |||
| LGAI Technological Center, S.A. | _ | 158 | 1,236 | ||
| Velosi Certification Services L.L.0 (Abu Dhabi) | 146 | 121 | |||
| Applus Energy, S.L.U. | 135 | - | _ | ||
| Rtd Quality Services, Inc. (Canada) | 99 | 206 | _ | ||
| Applus Norcontrol, S.L.U. | _ | 2,182 | _ | ||
| Applus Car Testing Service, Ltd. | - | 1,058 | _ | ||
| Applus Iteuve Euskadi, S.A.U. | , | - | 566 | ||
| Novotec Consultores, S.A.U. | _ | _ | 259 | ||
| Applus Technologies, Inc. | _ | _ | 214 | _ | |
| RTD Holding Deutschland, Gmbh. | _ | _ | 188 | _ | |
| Others | 596 | 740 | _ | ||
| Total | 36,743 | 18,148 | 11,091 | 3,530 |
2017
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Dividend revenue |
Finance income |
Finance cost | Servict2 rendered |
|||
| Applus Servicios Tecnologicos, S.L.U. | 39,027 | 4,033 | 923 | 3,373 | ||
| Azul Holding 2, S.a.r.l. | 7 | - | - | |||
| Applus Iteuve Technology, S.L.U. | 10,122 | 4,619 | - | |||
| Arctosa Holding, B.V. | - | 3,647 | 31 | - | ||
| Röntgen Technische Dienst Holding, B.V | - | 2,287 | 5,183 | - | ||
| Libertytown USA Finco, Inc | - | 1,924 | - | - | ||
| Ringal Invest, S.L.U. | - | 1,091 | - | - | ||
| Libertytown Australia, PTY, Ltd. | - | 780 | - | - | ||
| SAST International, Ltd. | - | 387 | - | - | ||
| Velosi Europe, Ltd. | - | 527 | 348 | |||
| Velosi Industries Sdn Bhd. | - | 398 | - | |||
| Libertytown Applus Rtd Germany Gmbh. | - | 408 | - | |||
| Applus Pty, Ltd. | - | 302 | - | |||
| Röntgen Technische Dienst, B.V. | - | 274 | 643 | |||
| Applus RTD Norway, As. | - | 192 | ||||
| LGAI Technological Center, S.A. | - | 74 | 1,678 | |||
| Applus Norcontrol, S.L.U. | - | - | 2,659 | - | ||
| Applus Car Testing Services, Ltd. | - | 1,024 | - | |||
| Applus Iteuve Euskadi, S.A.U. | - | 555 | - | |||
| Novotec Consultores, S.A.U. | - | 289 | - | |||
| RTD Holding Deutschland, Gmbh. | - | 188 | - | |||
| Applus Technologies, Inc. | - | 179 | - | |||
| John Davidson & Associates Pty, Ltd. | - | 232 | - | - | ||
| Applus Energy, S.L.U. | - | 121 | - | |||
| Velosi Certification Services L.L.C. | - | 110 | 233 | |||
| Others | - | 515 | 657 | |||
| Total | 39,0271 | 27,431 | 19,209 | 3,373 |
On 30 June 2018, the subsidiary Applus Servicios Tecnolggicos, S.L.U. approved the distribution of a dividend amounting to EUR 10,743 thousand out of profit for 2017. Subsequently, on 21 December 2018, the same subsidiary approved an interim dividend amounting EUR 26,000 thousand with charge to its profit for the year.
On 29 June 2017, the subsidiary Applus Servicios Tecnologicos, S.L.U. declared a dividend totalling EUR 6,027 thousand with charge to its profit for 2016. Subsequently, on 19 December 2017, the same subsidiary approved an interim dividend totalling EUR 33,000 thousand with charge to its profit for 2017.
Also, the Company has a "Management fee" agreement with Applus Servicios TecnolOgicos, S.L.U. under which the Company charges the management, analysis and business plan development services and, overheads, among others. The amount payable under this agreement was established on the basis of a report prepared by an independent expert and is in line with market prices.
Additionally, the Company holds loans and cash pooling agreements with its subsidiaries, which generate finance income and expenses. The amount of these agreements was set based on a professional valuers report at market rates.
25
The detail of the balances with related companies reflected in the statement of financial position as at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Long | Short | Other | ||||
| term | term | financial | Long | Short | Trade | |
| credits | credits | assets | term loans | term loans | receivables | |
| Note 5.1) | i Note 5.2) | (Note 5.2) | ||||
| Applus Servicios Tecnologicos, S.L.U. | - | 102,253 | - | 22,710 | 1,213 | |
| Libertytown Usa 1, Inc. | 55,219 | 744 | - | - | - | |
| Applus Iteuve Technology, S.L.U. | - | 52,452 | - | - | ||
| Ringal Invest, S.L.U. | - | 20,299 | - | 499 | - | |
| Velosi Industries Sdn Bhd. | - | 15,513 | - | - | 2 | |
| Libertytown Applus RTD Germany, Gmbh. | - | 14,795 | - | - | - | 142 |
| Libertytown Australia Pty, Ltd. | 8,829 | 5,129 | - | - | - | |
| Röntgen Technische Dienst Holding, B.V. | 23,527 | 10,001 | - | - | 26,769 | - |
| Applus Iteuve Euskadi, S.A.U. | - | - | - | - | 14,634 | |
| LGAI Technological Center, S.A. | - | 7,721 | - | 24,724 | 297 | |
| Supervision y Control, S.A.U. | - | 4,380 | - | 25,105 | - | |
| Applus Car Testing Service, Ltd. | - | - | - | 9,930 | 14,606 | 14 |
| Applus Norcontrol, S.L.U. | - | 250 | - | - | 55,349 | - |
| Idiada Automotive Technology, S.A. | 3,500 | 6,548 | - | - | 3,621 | |
| - | - | - | ||||
| Applus RTD Norway, As. | - | 5,774 7,633 |
- | - | 6,334 | 35 |
| Röntgen Technische Dienst, B.V. | - | - | - | - | ||
| Applus Norcontrol Guatemala, S.A. | 5,471 | - | - | 8 | ||
| Arctosa Holding, B.V. | - | 4,433 | ||||
| John Davidson & Associates Pty, Ltd. | - | 4,171 | - | - | - | |
| Applus Iteuve Galicia, S.L.U. | - | 3,977 | - | - | 35 | - |
| Applus Energy, S.L.U. | - | 3,764 | 138 | - | ||
| Applus Pty Ltd. | - | 3,384 | - | - | 2 | - |
| Velosi Certification Services L.L.0 (Abu Dhabi) | - | 2,988 | • | - | 1 | |
| Applus Deutschland inspektions-Gesellschaft, Gmbh | - | 1,700 | - | - | - | |
| Libertytown Usa Finco, Inc. | - | 1,485 | - | - | - | - |
| Applus Norcontrol Panama, S.A. | - | 1,318 | - | - | ||
| Applus RTD UK, Ltd. | - | 1,279 | - | - | - | - |
| Applus Velosi Canada Ltd. | - | 1,504 | - | 2,130 | - | |
| K2 Specialist Services Pte Ltd. | - | 1,013 | - | 1,754 | - | |
| Applus Aerospace Uk, Ltd. | - | 797 | - | - | - | - |
| Applus Norcontrol Peru, S.A.C. | - | 783 | - | - | - | 1 |
| Velosi Europe Ltd. | - | 953 | • | - | 482 | - |
| Azul Holding, 2, S.a.r.l. | - | 356 | , 108 |
- | - | - |
| AC6 Metrologia S.L. | - | - | - | 860 | - | |
| Norcontrol Inspeccion S.A. (Mexico) | - | - | - | 1,153 | 16 | - |
| 3C Test Limited | - | - | - | 1,340 | - | |
| RTD Quality Services, Inc. (Canada) | - | 2,537 | - | 4,166 | - | |
| Applus II Meio Ambiente Portugal, Lda. | - | - | - | - | 2,455 | - |
| Velosi (HK) Ltd. | - | - | - | 3,516 | - | |
| K1 Kasastajat, OY | - | - | - | 3,804 | - | |
| RTD Holding Deutschland, Gmbh. | - | - | 4,777 | - | ||
| Novotec Consultores, S.A.U. | - | 1,416 | - | 7,835 | - | |
| Sast International Ltd. | - | - | 9,973 | - | ||
| Others | 1,500 | - | - | 1,942 | 159 | |
| Total | 91,075 | 298 321 | 108 | 35,807 | 215,149 | 1,575 |
26
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Long-term credits (Note 5.1) |
Short-term credits (Note 5.2) _ |
Other financial assets i\ |
Long-term loans |
Short-term loans |
Trade receivables |
||
| Arctosa Holding, B.V. | 188,059 | 1,858 | - | - | I | ||
| Applus Iteuve Technology, S.L.U. | 41,518 | 117,947 | - | - | 110,455 | - | |
| Röntgen Technische Dienst Holding, B.V. | 23,995 | 9,777 | - | - | 48,663 | - | |
| Libertytown Usa Finco, Inc. | 41,346 | 559 | - | - | - | - | |
| Libertytown Australia Pty, Ltd. | 8,829 | 4,625 | - | - | - | - | |
| IDIADA Automotive Technology, S.A. | 3,500 | 4,895 | - | - | 2,391 | - | |
| LGAT Technological Center, S.A. | 1,394 | 1,062 | - | 24,724 | 16,022 | - | |
| Novotec Consultores, S.A.U. | - | 690 | - | - | 5,069 | - | |
| Applus Norcontrol, S.L.U. | - | 193 | - | - | 58,918 | - | |
| Applus Servicios Tecnologicos, S.L.U. | - | 104,179 | - | - | 20,162 | 1,090 | |
| Ringal Invest, S.L. | - | 26,287 | - | - | 240 | - | |
| Sast International Ltd. | - | 8,662 | - | - | - | ||
| Velosi Industries Sdn Bhd. | - | 13,888 | - | - | - | - | |
| Velosi Europe Ltd. | - | 13,011 | - | 9,129 | 4 | ||
| Libertytown Applus RTD Germany, Gmbh. | - | 11,487 | - | - | 142 | ||
| Applus Pty Ltd. | - | 4,845 | - | - | 1 | ||
| Röntgen Technische Dienst, B.V. | - | 6,232 | - | - | 17,104 | 35 | |
| Applus Energy, S.L.U. | - | 3,299 | - | - | 20 | - | |
| Applus RTD Norway, As. | - | 4,476 | - | - | - | - | |
| John Davidson & Ass. Pty Ltd. | 5,608 | - | - | - | |||
| Applus Norcontrol Guatemala, S.A. | - | 2,354 | - | - | - | ||
| Applus RTD Canada, Lp. | 1,639 | - | - | 7,864 | - | ||
| Azul Holding 2, S.a.r.l. | - | 308 | 108 | - | - | ||
| K1 Kasastaj at, OY | 1 | - | 3,354 | - | |||
| RTD Holding Deutschland, Gmbh. | - | - | - 1 |
- | 4,777 | - | |
| K1 Total, Oy | - | - | - | - | 957 | - | |
| Applus Car Testing Service, Ltd. | - | - | 9,931 | 13,176 | 5 | ||
| Applus Iteuve Euskadi, S.A.U. | - | - | - | - | 14,345 1 | - | |
| Applus Technologies, Inc. | - | - | - | - | 4,272 | - | |
| Applus Norcontrol Panama, S.A. | - | - | - | 1,111 | 3 | ||
| Applus RTD UK, Ltd. | - | - | - | 1,898 | - | ||
| Applus Velosi Canada Ltd. | - | 1,383 | - | 2,312 | - | ||
| Norcontrol Inspeccion, S.A. (Mexico) | - | - | 1,024 | 248 | _ | ||
| Autoservices Online, S.L. | - | - | - | - | 402 | - | |
| Velosi Certification Services LLC | - | 3,211 | - | - | 4,711 | 32 | |
| PT Java Velosi Mandiri | - | 3,210 | - | - | - | ||
| K2 Specialist Services PTE Ltd. | - | 1,209 | - | 3,360 | - | ||
| Applus RTD PTE, Ltd. (Singapore' | - | - | - | - | 2,048 | 2 | |
| Applus RTD Deutschland inspektions- Gesellschaft, Gmbh |
- | 3,120 | - | - | - | - | |
| Velosi Saudi Arabia Co Ltd. | - | 2,239 | - | - | - | ||
| Applus Euskadi Holding, S.L.U. | - | 1,579 | - | - | 1 | ||
| Others | 1,640 | - | - | 1,780 | 32 | ||
| Total | 308,641 | 365,472 ' | 108 | 35,679 | 354,790 | 1,351 |
"Short-term credits from Group companies" and "Short-term loans to Group companies" include accounts receivable and accounts payable with various Group companies arising from the Company's inclusion as the head of the consolidated tax group, accounts receivable amounting at 31 December 2018 to EUR 30,294 thousand and accounts payable amounting to 7,875 EUR thousand (2017: accounts receivable EUR 14,311 thousand and accounts payable EUR 3,911 thousand included in Long-term credits from Group companies" and "Long-term loans to Group companies") (see Note 4.3).
In addition, under "Current Receivables" and "Current Payables", amounts of EUR 180,045 thousand and EUR 162,483 thousand are recognised, respectively, in relation to the cash-pooling agreement maintained with the other Group companies (EUR 146,370 and EUR 337,200 thousand respectively in 2017).
"Long-term credits to Group companies" include loans with related parties, which have a maturity between 2020 and 2021.
Also, under "Other financial assets" there are recognised the dividends receivable at the end of 2018 and 2017 (see Note 5.2).
Group credits and loans generate an interest at market rates.
The detail of the remuneration (social benefits included) earned by the Executive Director and the Company's Directors at 2018 and 2017 year-end is as follows:
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| 31/12/18 | 31/12/17 | ||||||
| Executive Director |
Members of the Board of Directors |
Total 1 | Executive Director |
Members of the Board of Dh-ectors |
Total | ||
| Fixed remuneration | 750 | 750 | 650 | 650 | |||
| Variable remuneration | 600 | - | 600 | 325 | 325 | ||
| Other items | 37 | - | 37 | 40 | 40 | ||
| Non-executive Chairman and Indel'endent Directors |
588 | 588 | - | 560 | -, 560 |
||
| Corporate Social Security Committee |
50 | 50 | - | 50 | 50 | ||
| Appointments & Compensation Committee |
- | 66 | 66 | - | 70 | 70 | |
| Audit Committee | 70 | 70 | - | 70 | 70 | ||
| Total | 1,387 | 774 | , 2 161 |
1,015 | 750 | 1,765 |
a) Annual remuneration:
In 2018 the Group has accrued by EUR 38 thousand on pension plan contributions related to the Executive Director. During 2017 the Executive Director and the members of the Board of Directors did not earn or receive any pension plan contributions.
In 2018 and 2017 the Executive Director and the members of the Board of Directors did not earn or receive any termination benefits.
b) Long-term Incentive Plan ("LTI"):
On 22 June 2016 the Company's Shareholders General Meeting approved a long-term incentive plan ("LTI") whereby the Executive Director will receive annually PSUs (Performance Stock Units) convertible into shares of the Company within three years of the grant date. The first conversion is scheduled for February 2019 for the first incentive. In principle, the PSUs amount to 60% of their annual fixed remuneration; however, subject to the degree of achievement of the financial parameters, this amount may range from 0% to 120%. The financial parameters are Total Shareholder Return and Adjusted Earnings Per Share.
For the purposes of the statement of profit or loss, a degree of achievement of 60% of the Executive Director's fixed remuneration has been considered.
| Executive Director | 31/12/16 | 31/12/17 | _ 31/12/18 |
31/12/19 | 31/12/20 | 31/12/21 | Total |
|---|---|---|---|---|---|---|---|
| Long-term incentive plans (PSUs): Number of PSUs delivered PSU delivery date Share value on PSU delivery date (euros) |
44,931 July 16 8.68 |
36,449 February 17 10.70 |
39,805 February 18 11.31 |
121,185 | |||
| Date of conversion into shares | February 19 | February 20 | February 21 | ||||
| Number of PSUs convertible into shares | 44,931 | 36,449 | 39,805 | 121,185 |
| Impact on profit or loss | 2016 I |
2017 | 2018 | 2019 | 2020 | Total |
|---|---|---|---|---|---|---|
| Active Plans | 1 | 2 | 3 | 2 | 1 | |
| Impact on profit or loss (thousands of euros | 130 | 260 | 410 | 280 | 150 | 1,230 |
At 31 December 2018, no loans or advances had been granted to the members of the Company's Board of Directors.
Lastly, Applus Services, S.A. took out a third-party liability insurance policy. The insureds under this policy are the directors and executives of the Group companies the Parent of which is Applus Services, S.A. The directors of Applus Services, S.A. are included among the insureds of this policy. The premium paid in 2018 for this insurance policy amounted to EUR 70 thousand (2017: EUR 46 thousand).
During 2018 two board members resigned. The remunerations received by them from the different committees have been included. These two positions are expected to be covered in 2019.
The Company's Board of Directors at 31 December 2018 is made up of 6 men and 1 woman and at 31 December 2017 was made up of 8 men and 1 woman.
Senior Executives are those who in 2017 were part of the Group's Executive Committee according to actual accounting legislation. The breakdown of the remuneration earned in 2018 and 2017 by the Company's Senior Executives is as follows:
a) Annual remuneration:
| Thousands of Euro s | ||||||
|---|---|---|---|---|---|---|
| 31/12/18 | 31/12/17 | |||||
| Fixed remuneration | 645 | 630 | ||||
| Variable remuneration | -r-)9 | 226 | ||||
| Other items | 80 | 80 | ||||
| Pension plans | 17 | 17 | ||||
| Total | 971 | 953 |
In 2018 and 2017 the Company's Senior Executives did not earn or receive any termination benefits.
In addition to the variable remuneration of EUR 229 thousand, Senior Executives are the beneficiary of a variable remuneration plan comprising the annual delivery of a fixed number of RSUs. The plan is approved annually by the Appointments and Compensation Committee and ratified by the Board of Directors. At 2018 year-end three plans had been approved and ratified, as follows:
On 23 February 2016, the delivery of 25 thousand RSUs to Senior Executives was approved and ratified. The related shares will be delivered in March 2017 (30%), 2018 (30%) and 2019 (40%).
On 22 February 2017, the delivery to Senior Executives of 21 thousand RSUs was approved and ratified. The related shares will be delivered in March 2018 (30%), 2019 (30%) and 2020 (40%), The aforementioned plan was awarded to management personnel in accordance with the new organizational structure.
On 20 February 2018, the delivery to Senior Executives of 20 thousand RSUs was approved and ratified. The related shares will be delivered in March 2019 (30%), 2020 (30%) and 2021 (40%).
The plan approved on 2015, was completed once the last delivery of RSUs in 9 March 2018.
| Senior Executives | 31/12/15 | 31/12/16 | 31/12/17 | 31/12/18 | 31/12/19 | 31/12/20 | 31/12/21 | Total |
|---|---|---|---|---|---|---|---|---|
| Long-term incentive plans (RSUs) | ||||||||
| Number of RSUs delivered (*) | 14,849 | 25,158 | 21,111 | 19,963 | 81,081 | |||
| RSU delivery date | March 15 | March 16 | March 17 | March 18 | ||||
| Share value at RSU delivery date (euros) | 10.18 | 7.13 | 10.70 | 11.31 | ||||
| Date of conversion into shares | o | March 16 | March 17 | March 18 | March 19 | March 20 | March 21 | |
| Gross number of RSUs convertible into shares | 4,455 | 12,002 | 19,820 | 22,385 | 14,433 | 7,986 | 81,081 | |
| Number of RSUs delivered (net of withholding tax) or cash equivalent (*) |
2,958 - |
11,248 | 17,395 | 31,601 |
(*) To Senior Executives, as defined in every moment.
| Impact on profit or loss | 2015 | 2016 | , 2017 |
2018 | 2019 | 2020 | 2021 Total | |
|---|---|---|---|---|---|---|---|---|
| Active Plans | 1 | 2 | 3 | 4 | 3 | 2 | 1 1 |
|
| Impact on profit or loss (thousands of euros) | 38 | 90 | 206 | 247 | 187 | 122 1 | 19 | 909 |
Based on the vesting schedule, Company Senior Executives received 17,395 shares in March 2018 (11,248 shares in March 2017). This quantity is the result of applying the withholding tax corresponding to the amount agreed with each executive.
b) Multiannual remuneration and Long-Term Incentive:
On 21 July 2016, the Board of Directors resolved to replace the Multiannual Incentive (in place until this date) with the Long-term incentive (LTI). The LTI comprises two share-based payment systems, the PSUs system and the RSUs system, both convertible into shares within a vesting period of three years from the grant date, the first conversion being scheduled for February 2019 for the first incentive granted. In particular, the PSU system determines that the number of shares to ultimately be delivered to the executive will depend on the following financial parameters the Total Shareholder Return and the Adjusted Earnings Per Share.
| Senior Executives | 31/12/16 | 31/12/17 e |
31/12/18 | 31/12/19 | 31/12/20 | 31/12/21 | Total |
|---|---|---|---|---|---|---|---|
| RSUs + PSUs-settled long-term incentive plans Number of RSUs + PSUs delivered RSU + PSU delivery date Share value at RSU + PSU delivery date euros |
24,962 October 16 8.68 |
20,253 February 17 10.70 |
19,166 February 18 11.31 |
64,381 | |||
| Date of conversion into shares | _ _ February 19 | February 20 | February 21 | ||||
| Number of PSUs convertible into shares | 24,962 | 20,253 | 19,166 | 64,381 |
| Impact on profit or loss | 2016 | 2017 | 2018 | 2019 | 2020 | Total |
|---|---|---|---|---|---|---|
| Active Plans | 1 | 2 | 3 i |
2 | 1 | |
| Impact on profit or loss (thou6onds of euros | 72 | 144 | 217. | 144 | 72 | 649 |
Life insurance policies have been taken out for certain Company's Senior Executives and such costs are classified under "Other Amounts" in the preceding tables.
At 31 December 2018 and 2017 the Company's Senior Executives are 3 men.
it is hereby stated that the Directors, their individual representatives and their related persons thereto, do not hold any investments in the share capital of companies engaging in identical, similar or complementary activities to those of the Company or hold positions or discharge duties thereat, other than those held or discharged at the Applus Group companies, that could give rise to a conflict of interest as established in Article 229 of the Spanish Companies Act..
At 31 December 2018, the Company had granted loans to Group companies in currencies other than the euro amounting to EUR 143,588 thousand (31 December 2017: EUR 151,404 thousand) and had received foreign currency loans amounting to EUR 92,544 thousand (31 December 2017: EUR 129,659 thousand).
As a result of these balances, the Company's statement of profit or loss includes finance income in currencies other than the euro amounting to EUR 6,869 thousand at 31 December 2018 (31 December 2017: EUR 6,410 thousand) and finance costs in currencies other than the euro amounting to EUR 3,425 thousand (31 December 2017: EUR 3,330 thousand).
The loans granted to the Company relate mainly to loans with Group companies arranged basically in pounds sterling and US dollars.
In 2018 and 2017, the fees billed for financial audit and other services provided by the auditor of the Company, Deloitte, S.L., and companies related to these auditors as a result of a relationship of control, common ownership or common management, were as follows (in thousands of euros):
| Services provided by the auditor and by related firms |
||||
|---|---|---|---|---|
| 2018 | 2017 | |||
| Audit services | 220 | 218 | ||
| Other attest services | 83 | 83 | ||
| Total audit and related services | 303 | 301 | ||
| Tax counselling services | - | |||
| Other services | , | - | ||
| Total professional services | 303 | 301 |
The Company had contracted certain obligations and guarantees derived from the financing agreement described in Note 7. These obligations include reporting obligations relating to the Group's financial statements and business plans; the obligation to take certain measures such as guaranteeing accounting closes, refrain from performing certain transactions without the consent of the lender, such as mergers, changes of business activity, share redemptions, and the financial obligation to achieve certain financial ratios, among others.
At 31 December 2018 and 2017, the Company's shares had not been pledged.
At 31 December 2018 and 2017, no banks had provided the Company with guarantees to third parties.
Detailed below is the information required by the Additional Provision Three "Disclosure Obligation" of Law 15/2010, of 5 July (amended by Final Provision Two of Law 31/2014, of 3 December), which was prepared in accordance to the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 on information to be incorporated in notes to the financial statements in relation to average payment periods to suppliers in commercial transactions.
| 2018 | 2017 | |||
|---|---|---|---|---|
| Days | ||||
| Average payment period to suppliers | 46 | 38 | ||
| Ratio of transactions settled | 47 | 40 | ||
| Ratio of transactions not yet settled | 28 | 7 | ||
| Amount (thousands of euros | ||||
| Total payments made | 3,409 | 3,823 | ||
| Total payments outstanding | 319 | 182 |
The data shown in the foregoing table in relation to payments to suppliers relate, pursuant to the ICAC Resolution, to commercial transactions relating to goods supplied and services provided since the entry into force of Law 31/2014, of 3 December.
Suppliers, solely for the purpose of disclosing the information provided for in this resolution, are considered to be trade creditors for the supply of goods and services and are included under "Current Liabilities - Trade and Other Payables" in the accompanying statement of financial position.
"Average Payment Period to Suppliers" is understood to be the period between the supply of the goods or the provision of the services on the supplier's account and the effective payment of the transaction.
The maximum payment period applicable to the Spanish consolidated companies under Law 3/2004, of 29 December, on combating late payment in commercial transactions, is 30 days. This period may be extended by agreement between the parties, but under no circumstances should be superior to 60 natural days (same legal period in 2017).
However, most of this pending payment at year end has been paid during the first two months of the year 2019.
In 2018 no transactions outside the course of the Company's ordinary business operations arose which required the amendment or early extinguishment of any agreement between the Company and any of its directors or persons acting on their behalf.
In 2019 and until the date of authorization for issue of these financial statements, no relevant events took place which must be included in the notes to the financial statements or that significantly change or have a material effect on these financial statements for 2018.
These financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Company (see Note 2.1). Certain accounting practices applied by the Company that conform with that regulatory framework may not conform with other generally accepted accounting principles and rules.
These financial statements are a translation of the financial statements originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.
33
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.
Directors' Report for the year ended 31 December 2018
Formally prepared by the directors of Applus Services, S.A. in relation to the year ended 31 December 2018.
We are pleased to submit to you this report on the Company's performance in 2018 and on its progress up to the present date.
Revenues for the year have decreased compared to 2017, mainly due to lower financial income from group companies. This reduction is a result of the cancellation of the credits held by the company with different subsidiaries regarding the old financial structured cancelled in July 2018.
Personnel expenses have been reduced compared to previous year due to the end in May 2017 of the Historical Management Incentive Plan related to the IPO, which ended in May 2017.
Financial result for the year has improved compared to 2017 due to the reduction on interests expense as for the new conditions of the new financial debt from July 2018. There's also a positive FX impact.
The Board will propose to shareholders at the Annual General Meeting a dividend of 15 cents per share (2017: 13 cents), an increase of 15.4% on the prior year. This is equivalent to EUR 21.4 million (2017: EUR 18.6 million).
The main risks to which the Company is exposed are those typically faced by a holding company and the industry in which its subsidiaries operate.
The policy of the directors is to take the decisions that they may consider appropriate in order to mitigate any kind of risk related to the Company's activities
At 31 December 2018, the Company holds a total of 283,400 treasury shares at an average cost of EUR 12.01 per share. The value of these treasury shares amounts to EUR 3,405 thousand.
At 31 December 2017, the Company held a total of 112,744 treasury shares at an average cost of EUR 10.52 per share. The value of these treasury shares amounted to EUR 1,186 thousand.
The Group policy establishes the use of financial derivatives to eliminate or significantly reduce certain interest rate and foreign currency risks relating to its assets if needed. The Company do not hold any derivative financial instruments at the end of 2018.
No events have occurred since 31 December 2018 other than those described in the notes to the accompanying consolidated financial statements.
Detailed below is the information required by the Additional Provision Three "Disclosure Obligation" of Law 15/2010, of 5 July (amended by Final Provision Two of Law 31/2014, of 3 December), which was prepared in accordance to the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 on information to be incorporated in notes to the financial statements in relation to average payment periods to suppliers in commercial transactions.
| 2018 | 2017 | |||
|---|---|---|---|---|
| Days | ||||
| Average payment period to suppliers | 46 | 38 | ||
| Ratio of transactions settled | 47 | 40 | ||
| Ratio of transactions not yet settled | 28 | 7 | ||
| Amount (thousands of Euros) | ||||
| Total payments made | 3,409 | 3,823 | ||
| Total payments outstanding | 319 | 182 |
The data shown in the foregoing table in relation to payments to suppliers relate, pursuant to the ICAC Resolution, to commercial transactions relating to goods supplied and services provided since the entry into force of Law 31/2014, of 3 December.
Suppliers, solely for the purpose of disclosing the information provided for in this resolution, are considered to be trade creditors for the supply of goods and services and are included under "Current Liabilities - Trade and Other Payables" in the accompanying statement of financial position.
"Average Payment Period to Suppliers" is understood to be the period between the supply of the goods or the provision of the services on the supplier's account and the effective payment of the transaction.
The maximum payment period applicable to Company under Law 3/2004, of 29 December, on combating late payment in commercial transactions, is 30 days. This period may be extended by agreement between the parties, but under no circumstances should be superior to 60 natural days (same legal period in 2017).
The annual Corporate Governance report can be consulted in the in the Applus Group web page and in the "Comision Nacional de Mercado de Valores (CNMV)"
www.cnmv.es
www.applus.com
Preparation of the Financial Statements and Management report for the year ended 2018
In accordance with the provisions of article 253 of the Spanish Companies Act and article 34 of the Spanish Code of Commerce, the Board of Directors of Applus Services, S.A., in its meeting 20 February 2019, has drawn up the financial statements (comprising the balance sheet, the profit and loss account, the statement of changes in equity, the statement of cash flows and the explanatory notes) and the management report for year 2018, which are included in the documents preceding this signature page and their annexes, all of them correlatively ordered.
Barcelona, 20 February 2019
D. Christopher Cole Chairman
D. J niel l lofineist
DirecLtte
D. Richard Campbell Nelson Director
Da. Maria Cristina Henriquez de Luna Basagoiti Director
D. Ernesto Gerardo Mata Lopez Director
D. Fernando Basabe Armijo Director
D. Nicolas Villen Jimenez Director
For identification purposes, all the pages of the financial statements and the management report for the year ended on 31 December 2018, as approved by the Board of Directors, are initialized by the Secretary of the Board of Directors, Mr. Vicente Conde Virluelas.
| Name | Applus Servicios Tecnologicos, S.L.0 |
Azul Holding 2, S.a.r.l. | Applus Iteuve Argentina, S.A. |
Applus Santa Maria del Buen Ayre, S.A. |
Applus Uruguay, S.A. | Revisiones Tecnicas Applus del Ecuador Applusiteuve, S.A. |
Applus Technologies, Inc . |
• Janx Holding, Inc |
|---|---|---|---|---|---|---|---|---|
| Registered office | Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
7, rue Robert Stilmperl L 2557-Luxembourg (Luxembourg) |
Reconquista 661 — Piso 2, de Buenos Aires (Argentina) |
Jurisdiccion de la Buenos Aires (Argentina) |
Guayabos n° 1718, escritorio 505 Montevideo (Uruguay) |
Avda Petrie n°E4-41 IntersecciOn Avda Patric Piso 10 Oficina 01, Pichincha, Quito (Ecuador) |
615, Dupont Highway, , State of Delaware (USA) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
| Line of business | Holding company | Holding company | Vehicle roadworthiness testing |
Right and compliance of the obligations corresponding to public services concessions relating to the obligatory Technical Verification of Vehicles |
Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Certification services through non detestructive testing |
| Ownership interest held by Group companies: Direct indirect Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
; - 100% Full consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
| Name | Libertytown USA 1, Inc. | Libertytown USA Finco, Inc. |
Applus Iteuve Technology, S.L.0 |
IDIADA Automotive Technology, S.A |
Applus Argentina, S.A. | IDIADA Fahrzeugtechnik, GmbH. |
CTAG-Idiada Safety Technology, S.L. |
Applus Chile, S.A. |
|---|---|---|---|---|---|---|---|---|
| Registered office | 615, Dupont Highway, Kent County Dover, State of Delaware (USA) |
615, Dupont Highway, Kent County Dover, State of Delaware (USA) |
Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
L'Albomar, s/n PO BOX 20,43710 Sta Oliva. Tarragona (Spain) |
Reconquista 661 — Piso 2, C 1003 Ciudad de Buenos Aires (Argentina) |
Manfred Hochstatter Strasse 2, 85055 Ingolstadt (Germany) |
Poligono A Granxa, Parcelas 249-250. 36410 Porrilio, Pontevedra (Spain) |
Avenida Americo Vespuclo 743 - Huechuraba - Santiago de Chile (Chile) |
| Line of business | Holding company | Holding company | Vehicle roadworthiness testing |
Engineering, testing and certification |
Holding company | Engineering, testing and certification |
Engineering, testing and certification |
Vehicle roadworthiness testing |
| ~Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
80% Full consolidation |
100% Full consolidation |
- 80% Full consolidation |
- 40% Full consolidation |
- 100% Full consolidation |
| Name | Applus lteuve Euskadi, S.A., Sociedad Unipersonal |
Applus Revisiones Tecnicas de Chile, S.A. |
Applus Danmark, A/S | IDIADA CZ, A.S. | K1 Kasastajat, OY | Inspeccio Monica de vehicles i serveis, S.A. |
Idiada Automotive Technology India PVT, ltd |
Shangai IDIADA Automotive Technology Services Co. Ltd |
|---|---|---|---|---|---|---|---|---|
| Registered office | Pollgono Ugaldeguren I Parcela 8, 48710 Zamudio, Vizcaya (Spain) |
Avenida Americo Vespucio 743 - Huechuraba - Santiago de Chile (Chile) |
Korsolalsvej, 111 2610 Rodoure (Denmark) |
Prazska 320/8,500 04, Hradec Krhlove (Czech Republic) |
Joukahaisenkatu 6, 20520 Turku Finland |
Ctra de Bixessarri sin, Aixovall AD600 (Andorra) |
Unit no. 206, 2nd Floor Sai Radhe ' Building Raja Bahadur MiN Road, off Kennedy Road, Pune 411 001 (India) |
Jucheng Pioneer Park, Building 23, 3999 Xiu Pu Road, Nan Hui 201315 Shanghai (Pudong District) (China) |
| • Line of business | Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Engineering, testing and certification |
Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Engineering, testing and certification |
Engineering, testing and certification |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
80% Full consolidation |
100% Full consolidation |
50% Full consolidation |
80% Full consolidation |
80% Full consolidation |
| Name | Applus Euskadi Holding, S.L.U. |
Applus Car Testing Service, Ltd. |
Idiada Tecnologia Automotiva, Ltda. |
Idiada Automotive Technology UK, Ltd. |
Shangdong Idiada Automotive and tire proving ground Co, Ltd |
Applus Iteuve Galicia, S.L.U. |
Inversiones Finisterre, S.L. |
Supervision y Control, S.A.U. |
|---|---|---|---|---|---|---|---|---|
| Registered office | Poligono Ugaldeguren, 1 parcela 8, Zamudio, Vizcaya (Spain) |
3026 Lakedrive, Citywest Business Campus, Naai Road, Dublin 24 (Ireland) |
Cidade de Sao Bernardo do Campo, Estado de Sao Pulo, na Rua Continental, na 334, Jardim do Mar, CEP 09750-060 (Brazil) |
St Georges Way Bermuda Industrial Estate, Nuneaton, Warwickshire CV10 7JS (UK) |
Room 302, No.1 industrial building of West Jin Hui Road, Snuth Qi Xiao (China) |
Ctra. N-VI, Km. 582,6 - 15168 Espiritu Santo - Sada, A Coruna (Spain) |
Ctra. N-Vl, Km. 582,6 - 15168 Espiritu Santo - Sada, A Conifia (Spain) |
Ctra. N-VI, Km. 582,6 - 15168 Espiritu Santo - Sada, A Corulia (Spain) |
| Line of business | Holding company | Vehicle roadworthiness testing |
Engineering, testing and certification |
Engineering, testing and certification |
Engineering, testing and certification |
Holding company | Holding company | Vehicle roadworthiness testing |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
- 100% Full consolidation |
- 80% Full consolidation |
- 80% Full consolidation |
80% _ Full consolidation _ |
100% Full consolidation |
80% Full consolidation |
80% Full consolidation |
| , Name |
RITEVE S yC, S.A. | Inspecciones y Avaluos SyC, S.A. |
Applus Idiada Karco Engineering, LLC |
I 1 LGAI Technological, Center, S.A. |
Applus Mexico, S.A. de C.V. |
LGAI Chile, S.A. | Applus Costa Rica, S.A | Applus Norcontrol, S.L., Sociedad Unipersonal |
|---|---|---|---|---|---|---|---|---|
| Registered office | Lagunilla de Heredia, ciento cincuenta metros al este de la Bomba Texaco (Costa Rica) |
Heredia, Canton Central, Distrito Ulloa, Lagunilla, 150 metros este de la Bomba Uno (Costa Rica) |
9270 Holly Road. 92301 Adelark. Californa (USA) |
Campus de Ia UAB,Ronda de Ia Font del Carme, sin, 08193 Bellaterra-Cerdanyola del Valles. Barcelona (Spain) |
Blvd. Manuel Avila Camacho 184, Piso 4- A, Col. Reforma Social, C.P. 11650 Mexico D.F. (Mexico) |
Alberto Henckel 2317, Providencia, Santiago de Chile (Chile) |
Oticentro Ejecutivo La Sabana, Edificio 7, Primer piso, Local 2, San Jose (Costa Rica) |
Crta. Nacional VI-Km 582, 15168, Sada, A Coruna (Spain) |
| Line of business | Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Engineering, testing and certification |
Certification | Quality system audit and certification |
Quality system audit and certification |
Quality system audit and certification |
Inspection, quality control and consultancy services |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
44% Full consolidation |
100% Full consolidation |
67% Full consolidation |
95% Full consolidation |
- 95% Full consolidation |
- 95% Full consolidation |
- 95% Full consolidation |
95% Full consolidation |
| Name | Novotec Consultores, S.A., Sociedad Unipersonal |
Applus Panama, S.A | Applus Norcontrol Panama, S.A. |
Norcontrol Chile' S.A. | Norcontrol Inspeccion, S.A. de C.V. — Mexico |
Applus Norcontrol Guatemala, S.A. |
Applus Norcontrol Colombia, Ltda |
Norcontrol Nicaragua, S.A. |
|---|---|---|---|---|---|---|---|---|
| Registered office | Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
Calle Jacinto Palacios Cobol, Edificio 223, piso 3, locales A y C, Ciudad del Saber; Clayton,Ciudad Ciudad de Panama (Panama) |
Calle Jacinto Palacios Cobol, Edificio 223, piso 3, locales A y C, del Saber; Clayton, Ciudad de Panama (Panama) |
Alberto Henckel 2317, Providencia, Santiago de Chile (Chile) |
Wad. Manuel Avila Camacho 184, Piso 4- B, Col. Reforrna Social, C.P. 11650 Mexico, D.1= (Mexico) |
Km 14,5 Carretera a El Salvador, Santa Catarina Pinula (Guatemala) |
Calle 17, num. 69-46 Bogota (Colombia) |
Colonia Los Robles, Km. 6,500 Carretera Malaya, Managua (Nicaragua) |
| Line of business | Services related to quality and safety in industrial plants, buildings,etc. |
Certification | Inspection, quality control and consultancy services |
Inspection, quality control and consultancy services |
Inspection, quality control and consultancy services |
Inspection, quality control and consultancy services |
Inspection, quality control and consultancy services |
Inspection, quality control and consultancy services |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
95% Full consolidation |
95% Full consolidation |
95% Full consolidation |
95% Full consolidation |
95% i Full consolidation |
96% Full consolidation |
95% Full consolidation |
| - - |
||||||||
|---|---|---|---|---|---|---|---|---|
| 1 Name |
Röntgen Technische Dienst Holding BV |
Applus Centro de Capacitacion, S.A. |
RTD Quality Services, SRO |
Applus RID France Holding, S.A.S |
Applus RTD Deutschland inspektions Gesellschaft, Gmbh |
Röntgen Technische Dienst B.V. |
RID Quality Services, Inc (Canada) |
RID Quality Services Nigeria Ltd. |
| Registered office | Delftweg 144, 3046 NC Rotterdam (The Netherlands) |
Alberto Henckel 2317, Providencia, Santiago de Chile (Chile) |
U Stadionu 89, 530 02 Pardubice (Czech Republic) |
129 Rue Servient 69326 Lyon Cedex 03 (France) |
IndustriestraRe 34 b, 44894 Bochum (Germany) |
Delftweg 144, 3046 NC Rotterdam (The Netherlands) |
5504 36 St NW, Edmonton, AB T6B 3P3 (Canada) |
Warn Boat Yard, 28 Warri/Sapele Road, Warn, Delta State (Nigeria) |
| Line of business | Holding company | Provision of training services |
Certification services through non detestructive testing |
Holding company | Certification services through non detestructive testing |
Certification services through non detestructive testing |
Certification services through non detestructive testing |
Certification services through non detestructive testing |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 100% Full consolidation |
95% Full consolidation |
100% Full consolidation |
100% Full consolidation |
' 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
49% Full consolidation |
| Name | • Applus RTD USA, Inc. |
RTD Holding Deutschland, Gmbh |
Applus RTD UK Holding, Ltd |
Applus RTD PTE, Ltd (Singapore) |
Applus Colombia, Ltda. | Applus (Shangai) Quality inspection Co, Ltd |
Applus RTD Certification, B.V. |
Applus PTY, Ltd (Australia) |
|---|---|---|---|---|---|---|---|---|
| Registered office | 3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
lndustriestr. 34. D-44894, Bochum (Germany) |
Unit 2, Blocks C and D, West Mains Industrial Estate, Grangemouth, FK3 BYE, Scotland (UK) |
521 Bukit Batok St 23, Unit 05-E, Singapore (Singapore) |
Cafe 17, ntim 69-46, Bogota (Colombia) |
Jucheng Industrial , r P u k, ild ing 3 39 9 9 a B 2 i i x H p u R d n u u N a Shanghai 201315 (China) |
i ,30 46 NC 4 e g 4 Delftw d (The Rn er d a m Netherlands) |
94 Discovery Drive, Bibra Lake WA 6163 (Australia) |
| Line of business | Certification services through non-detestructive testing |
Holding company | Holding company | Certification services through non detestructive testing |
Certification | Inspection services in quality processes, production processes, technical assitance and consultancy |
Certification services through non detestructive testing |
Certification services through non detestructive testing |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
- 100% Full consolidation |
I 100% Full consolidation |
- 95% Full consolidation |
- 95% Full consolidation |
- 1 100% I Full consolidation |
100% Full consolidation |
| - 7 |
- | |||||||
|---|---|---|---|---|---|---|---|---|
| Name | Applus RTD Norway, AS | Arctosa Holding, B.V. | USA 2, Inc, Libertytown |
Libertytown Australia, PTY, Ltd. |
Applus RTD UK, Ltd | Applus RTD SP, z.o.o. | Applus Energy, S.L.U. | RTD Slovakia, s.r.o. |
| Registered office | Finnestadgeilen 38, 4029 Stavanger (Norway) |
Delftweg 144, 3046 NC Rotterdam (The Netherlands) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
94 Discovery Drive, Bibra Lake WA 6163 (Australia) |
Unit 2, Blocks C and D, West Mains Industrial Estate, Grangemouth, FK3 BYE, Scotland (UK) |
Radawicka, 19, 41406 Chorzow (Poland) |
Cafe Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
Udernicka 11; 851 01; Bratislava, (Slovakia) |
| Line of business | Certification services through non-detestructive testing |
Holding company | Holding company | Holding company | Certification services through non detestructive testing |
Certification services through non detestructive testing |
Provision of advisory services and auditing in the energy sector |
Certification services through non detestructive testing |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 100% . Full consolidation |
100% Full consolidation |
100% Full consolidation |
, 100% Full consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
- 100% _,Full consolidation |
| — | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Autoservices Online, S.L.U. | APP Management, S. de RI. de C.V. |
Libertytown Applus RTD Germany Gmbh |
Applus Norcontrof Maroc, Sari |
Applus RTD Guff DMCC. |
Applus Qualitec Servicos de Engenheria, Ltda. |
Applus Lgai Germany, Gmbh |
BK Werstoffiechnik Prufstelle Fi - Werkstoffe, Gmbh |
| Registered office | Cafe Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
Blvd. Manuel Avila Camacho 184, Piso 4-A, Cot. Reforms Social, C.P. 11650 Mexico D.F. (Mexico) |
Industrie Strasse 34 b, 44894 Bochum (Germany) |
INDUSPARC Module N°11BD AHL LOGHLAM Route de Tit Mellil Chemin Tertiaire i Moumen 1015 S id 20400, Casablanca (Morocco) |
16th Floor, Office 1601, Swiss Tower, Jumeirah Lake Towers, PO Box 337201, (United Arab Emirates) |
Cidade de Ibilite, Estado de Minas Gerais, na Rua Petrovale, quadra 01, lote 10, integrante da area B, na450, Bairro Distrito Industrial Marsil, CEP 32.400- 000 (Brazil) |
Zur Aumundswiede 2, 28279 Bremen (Germany) |
Zur Aumundswiede 2, 28279 Bremen (Germany) |
| Line of business | Provision of services related to the automotive sector and vehicle and road safety, engineering processes, training design, testing, homologation and certification, as well as technical audits of automotive establishments |
Provision of professional, technical, administrative and human resources services |
company | Inspection, quality control and consultancy services |
Certification services through non detestructive testing |
Certification services through non detestructive testing |
Certification | Certification |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
100% _ Full consolidation |
100% Full consolidation |
95% Full consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
95% _ Full consolidation |
95% Full consolidation |
| Ownership interest held by Group companies: Direct |
• | - | - | - | - | resource development | ||
|---|---|---|---|---|---|---|---|---|
| Line of business | Holding company | Certification | Inspection, quality control and consultancy services |
Inspection, quality control and consultancy services |
Certification services through non detestructive testing |
Provision of executive recruitment services |
Provision of executive recruitment services |
Provision of technical engineering and planning, conservation and operational services, technical training and human |
| Registered office | Cidade de !bird& Estado de Minas Gerais, na Rua Petrovale, quadra 01, tote 10, integrante da area B, , n°450, Bairro Distrito Industrial Marsil, CEP 32.400-000 (Brazil) |
Zur Aumundswiede 2, 28279 Bremen (Germany) • |
Rua Petrovale, quadra 01, lote 10, integrante da area B, n° 450, Bloco 2 -1° ander, Bairro Distrito industrial Marsil, EP 32400-000 Cidade de Ibirite, Estado de Minas Gerais (Brazil) |
Avenida el Derby, 254, Oficina 901. Edificio Lima Central Tower, Surco. Lima (Peru) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
Unit 22, 23 Ashtan Place, Banyo, Queensland, 4014 (Australia) |
Unit 11, Section 53, Allotment 15 & 16, Ume Street, Gordons, Port Moresby, National Capital District, (Papua New Guinea) |
Plaza Aminta 9th floor, JI. TB Simatupang Kay. 10, South Jakarta (Indonesia) |
| Name | Ringal Brasil Investimentos, Ltda. |
Burek and Partner, Gbr. | Assinco-Assesoria Inspecao e Controle, Ldta |
Applus Norcontrol Peru, S.A.C. |
Kiefner &Associates Inc. |
John Davidson & Associates PTY, Ltd |
JDA Wokman Limited | PT JDA Indonesia |
| Name | Applus Norcontrol Consultoria e Ingenieria, |
Applus Mongols, LLC | Applus Laboratories, | Applus Arabia L.L.0 | Applus II Meio |
Ringal Invest, S.L.0 | Applus Velosi DRC, Sarl. |
Ingelog Consultores de Ingenieria y Sistemas, |
|---|---|---|---|---|---|---|---|---|
| SAS | AS . | Ambiente Portugal, Lda | S.A. | |||||
| • Registered office | Calle 17, num. 69-46 Bogota (Colombia) |
3a plants, San Business Centre, Sukhbaatar District, 8th Khoroo, Bags toiruu, Street 29 of Prime Minister Amar, Ulaanbaatar (Mongolia) |
Langmyra 11, 4344 Bryne (Norway) |
Dammam (Saudi Arabia) |
Complexo Petroquimico, Monte Feio, 7520-954 Sines (Portugal) |
Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
Lubumbashi, Avenue Lumurnba, N. 1163, Quarter Industrie!, Commune Kampemba (Congo) |
Alberto Henckel 2317, Santiago de Chile (Chile) |
| Line of business | Inspection, quality control and consultancy services in the industry and services sector |
Provision of human resources consultancy in the area of recruitment, placement candidates and related services |
Certification | Certification | Inspection, quality control and consultancy services |
Holding company | Provision of permanent contract services |
Counseiing and consulting services in the areas of engineering, infraestructure, environment, etc. |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
95% Full consolidation _ |
100% Full consolidation |
95% Full consolidation |
- 48% Full consolidation |
- 95% Full consolidation |
- 100% • Full consolidation |
- 100% , Full consolidation |
I - 100% Full consolidation |
| Name | Ingelog Servicios Generales, Ltda (Sergen) |
Ingelog Guatemala Consultores de Ingenieria y Sistemas, S.A. |
Ingeandina Consultores de Ingenieria, S.A.S. |
Ingelog Costa Rica S.A. |
Applus RTD USA Aerospace Holding, Inc. |
X-RAY Industries, Inc. | Composite Inspection Solutions, LLC. |
Applus Laboratories USA, Inc. |
|---|---|---|---|---|---|---|---|---|
| Registered office | Alberto Henckel 2317, Santiago de Chile (Chile) |
Ciudad de Guatemala (Guatemala) |
Calle 17, ritim. 69-46 Bogota (Colombia) |
San Jose de Costa Rica, calle treinta y uno, avenidas nueve y once, Barrio Escalante (Costa Rica) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
1961 Thunderbird, Troy Michigan 48064 (USA) |
615 S. DuPont Highway, Kent County, Dover, Delaware 19901 (USA) |
| Line of business | Provision of transport and rental of vehicles |
Counseling and consulting services in the areas of engineering, infraestructure, environment, etc. |
Counseling and consulting services in the areas of engineering, infraestnicture, environment, etc. |
Counseling and consulting services in the areas of engineering, infraestructure, environment, etc. |
Holding company | X-ray metallurgical, management, retail equipment, equipment manufacturing, non destructive; testing services |
Inspection services | Holding company |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 100% Full consolidation F |
- 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
- 95% Full consolidation |
95% Full consolidation |
| Name | Arcadia Aerospace Industries, Llc. |
I Applus RTD LIc. |
NRAY Services, Inc. | Applus RTD USA Services, Inc. |
Libertytown USA 3, In | Applus Management .Services, Inc. |
Applus Aerospace UK, Limited |
, Aerial Photography Specialist PTY, LTD |
|---|---|---|---|---|---|---|---|---|
| Registered office | 28000 Mooney Avenue, Building #110, Punta Gorda Florida 33982 (USA) |
Khokhlovskiy side-street 13, building 1, 109028 Moscow. (Russia) |
56A Head Street, Dundas, ON L9H 3H7 (Canada) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
Unit 2, Blocks C and D, i West Mains Industrial I Estate, Grangemouth, FK3 8YE, Scotland (UK) |
94 Discovery Drive, Bibra Lake WA 6163 (Australia) |
| Line of business | Industrial contract and i inspection services |
Purchase of equipment and refills, installation, reparation and maintainance of the equipment, engineering services and devilment of scientific investigation |
Inspection of the based neutron radiation services |
Any lawful act or activity in order for companies to organise themselves under the Delaware General Corporation Law |
Any Weal act or activity in order for companies to organise themselves under the Delaware General Corporation Law |
Provision of professional, technical, administrative and human resources services |
Non-destructive services from the aerospace business. |
Manufacture, repair, sale and services related to drones |
| Ownership interest held by Group companies: Direct Indirect ,Method used to account the investment |
67% Full consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
_ ^ 100% Full consolidation |
| Name | Applus RTD Canada Holding (2016), Inc. |
SKC Inspection and Non Destructive Testing, Inc |
SKC Engineering Ltd | MxV Engineering,Ltd | Applus Norcontrol Republica Dominicana, S.R.L |
Emilab, SRL | AC6 Metrologia, Si | Applus RVIS, B.V. |
|---|---|---|---|---|---|---|---|---|
| Registered office | 1300 -1969 Upper Water Street Purdy's Wharf Tower II Halifax NS B3J 3R7 (Canada) |
19165 94TH Avenue, Surrey BC, V4N 3S4 (Canada) |
19165 94TH Avenue, Surrey BC, V4N 3S4 (Canada) |
19165 94TH Avenue, BC, V4N 3S4 Surrey (Canada) |
Plaza El Avellano, Calle Dr. Jacinto I n N c io M on 5 g a a o. 11 l pr r L e o c a N o. 0 8 im Piso. Ensanche Paraiso, Santo Domingo (Republica Dominicana) |
Via Fill Solari 5/A 33020 Amaro(UD) (Italy) |
I, PoligonoComarca ' Edificio Pasarela. 31160, ORKOIEN, Navarra (Spain) |
Delftweg 144, NC 3046 Rotterdam (The Netherlands) |
| Line of business | Holding company | Inspection and non destructive testing |
Ensure quality, training, inspection, proof and design and welding engineering services. |
Dielectric tests, inspections of cranes, stability tests and preventive maintenace |
Inspection and technical assistance services |
Research in the areas of engineering, electromagnetic compatibility and electrical safety. |
Research development and advisory services for metrology and industrial calibration activities. |
Remote Non destructive Inspection and Testing |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
95% Full consolidation |
- 95% . Full consolidation |
- 95% Full consolidation |
51% Full consolidation |
| Name | Applus Servicios Integrates, S.A.S. |
Tunel Safety Testing, S.A. | Tramites, Informes, Seguridad y Media Ambiente, SL |
i Imited 3C Tent |
, DatapointLabs, Llc. |
DatapointLabs India, Inc. |
Matereality, Llc. | MacCormack Calibracion, SL |
|---|---|---|---|---|---|---|---|---|
| Registered office |
Calle 17 # 69 - 46, Bogota (Colombia) |
LG Centro Experimental San Pedro de Anes sin, Siero 33189, Asturias (Spain) |
Calle Llenguadoc 10, Barcelona 08030 (Spain) |
Silverstone Technology Park, Silverstone Circuit, Silverstone , Towcester, Northamptonshire, NN12 8GX (UK) |
95 Brown Rd. #102 Ithaca, NY 14850 (USA) |
95 Brown Rd. #102 Ithaca, NY 14850 (USA) |
95 Brown Rd. #102 Ithaca, NY 14850 (USA) |
Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
| i Line of business |
Inspection, quality control and consultancy services |
Fire testing in tunnels, fire suppression product testing and fire training. |
Inspection, quality control and consultancy services |
Electromagnetic compatibility (EMC) and elt-.1.n=iltests, especially for the automotive sector. |
Materials characterization laboratory specialized in providing properties for numerical simulation. |
Materials characterization laboratory specialized in providing properties for numerical simulation. |
Development of IT solutions for the properties of materials, management and storage. |
Calibration services industrial on-site for the automotive sector workshops. |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
95% Full consolidation |
89% Full consolidation |
95% Full consolidation |
- 95% Full consolidation |
95% Full consolidation |
95% Full consolidation _ |
- 95% Full consolidation |
95% Full consolidation |
| Name | Technical Inspection Services, Ltd |
Applus Middle East Engineering Consultancy, LLC |
SARL Apcontrol Energie et Industrie Algerie |
Talon Test Laboratories (Phoenix) Inc. |
Talon Test Laboratories Incorporated |
Applus Brasil Investimentos, Ltda |
|---|---|---|---|---|---|---|
| Registered office | Unit 21, Hither Green Industrial Estate, Clevedon, North Somerset, BS21 6XU (UK) |
Office 201, Abu Dhabi Business Hub, Building B, Mussafah (United Arab Emirates) |
12a planta del Centro Comercial y de Negocios "al-Quds" de Charega (Algeria) |
6145 W. Detroit Street, Chandler, AZ 58226, Arizona (USA) |
915 Western Drive, Indianapolis, IN 46241 (USA) |
Rua Dom Jose de Barros, n°177, 6' ander, conjunto 601, sale 602, Vila Buarque, CEP 01038-100, Sao Paulo (Brazil) |
| Line of business ' |
Certification by non- destructive testing services |
Industrial support and consulting |
Production of technical control devices and appliances for the calibration of machinery, mechanical testing and measurement, oil services, management consulting, hydrocarbon analysis, environmental prevention and cleaning programs |
services | Non-destructive testing Non-destructive testing services |
Holding company |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
- 49% Full consolidation |
I , 49% Full consolidation |
100% Full consolidation |
100% Full consolidation |
_ - 100% Full consolidation |
| Name | Velosi S.a r.l. | SAST international Ltd | Velosi Asia (Luxembourg) S.a rl. |
Velosi Africa (Luxembourg) S. r.l. |
Velosi Europe (Luxembourg) S.a r.l. |
Velosi Poland Sp z.o.o. | Velosi Europe Ltd | Velosi Certification Bureau LTD |
|---|---|---|---|---|---|---|---|---|
| Registered office | 7, rue Robert Stamper I L 2557-Luxembourg, Grand Duchy of Luxembourg, L 1653 Luxembourg (Luxembourg). |
FC1, Level 1, Esplanade, St. Heiler, Jersey JE2 3BX, Channel Islands (Jersey). |
7, rue Robert Stamper I L-2557 Luxembourg, Grand Duchy of Luxembourg, L-1653 Luxembourg (Luxembourg). |
7 rue Robert Stamper I L 2557-Luxembourg, Grand Duchy of Luxembourg, L 1653 Luxembourg (Luxembourg). |
7, rue Robert Stamper I L 2557-Luxembourg, Grand Duchy of Luxembourg, L 1653 Luxembourg (Luxembourg). |
l.Milo 2 U 00-180 Warszawa (Poland) |
1 Woodsite Business Park, Whitley Wood Lane, Reading, RG2 8LW (UK). |
1 Woodsite Business Park, Whitley Wood Lane, Reading, RG2 8LW (UK), |
| Line of business | Holding company | Provision of consultancy and engineering services |
Holding company | Holding company | Holding company | Publishing of other programmes |
Provision of technical, engineering and industrial services |
No line of business |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 100% Full consolidation |
, 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
| Name | Velosi International Italy 14! |
Velosi-PSC Sri | IES - Velosi Norge AS | Velosi TK Gozetim Hizmetleri Limited Sirketi |
Velosi LLC | Velosi Malta I Ltd | Velosi Malta II Ltd | Applus Velosi Czech Republic, s.r.o. |
|---|---|---|---|---|---|---|---|---|
| Registered office | 23807 Morale (LC), via De Gasperi, 113, Morale (Italy). |
Via Cinquarttenario, 8 - 24044 Dalmine, Bergamo (BG) (Italy). |
Dalevegen, 86, Post Box. 2096 N-5541 Kolnes, Kongsberg (Norway). |
1042. Cadde 1319.Sokak No.915 Ovecler, Ankara (Turkey). |
Azadlig Avenue 189, Apt 61, AZ1130 Baku (Azerbaijan). |
The Bastions, Office No. 2 Emvim Cremona Street, Floriana, FRN 1281 (Malta). |
The Bastions, Office No. 2 Emvim Cremona Street, Floriana, FRN 1281 (Malta). |
Prague 9, OcerarskA 35/1354 (Czech Republic). |
| Line of busin. s | Provision of technical, engineering and industrial services |
Quality control, maintenance and inspection |
Quality control, maintenance and inspection |
Quality control, maintenance and inspection |
Provision of auxiliary services for oil and gas companies |
Holding company | Holding company | Manufacturing, trade and services not listed in Appendix 1-3 of the Trade License Activity |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
80% Full consolidation |
80% Full consolidation |
- 60% Full consolidation |
80% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consoldation |
- 100% Full consolidation _ |
a.
| Name | Velosi Turkmenistan | Velosi Industries Sdn Bhd | Applus Velosi Malaysia Sdn Bhd |
Kurtec Inspection Services Son Bhd |
Velosi Plant Design Engineers Sdn Bhd |
Applus Singapore PTE Ltd | Velosi Engineering Projects Pte Ltd |
Velosi Energy Consultants Sdn Bhd |
|---|---|---|---|---|---|---|---|---|
| Registered office | Ashgabat City, Kopetdag District, Turkrnenbashy, Avenue, No. 54 (Turkmenistan). |
0/0 AGL Management Associates Sdn Bhd, No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
010 AGL Management Associates Sdn Bhd, No. 152-3 18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
C/o AGL Management Associates Sdn Bhd, No. 152 3-113A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
Cho AGL Management Associates Sdn Bhd, No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
521 Bukit Batok Street 23 Unit SE, Excel Building,659544 (Singapore) |
521, Bukit Batok Street 23, Unit 5E , 659544 Singapore (Singapore) |
Clo AGL Management Associates Sdn Bhd, No. 152- 3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
| Line of business | No line of business | Investments, investment property and provision of engineering services |
Provision of engineering and inspection services |
Provision of non-destructive testing (specialised NDT) services, inspection of guided wave long range ultrasonic testing (LRUT) and remote visual inspection |
Provision of consultancy and engineering services for the design of plants, construction and engineering and the investment that they possess |
Provision of specialised services in the area of repair of ships, tankers and other high sea vessels, and provision of rope access, testing and technical analyses for the oil and gas industries |
Provision of third-party inspection services |
Provision of consultancy services for all engineering activities and the supply of local and foreign experts for iii, generation of oil and gas energy, marine, energy conservation, mining and all other industries, together with the engineering and maintenance of refining vessels, oil platforms, platforms, petrochemical plants and the supply of qualified labor |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
100% FuN consolidation |
100% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
| Name | Velosi (HK) Ltd | Velosi SaudiArabia Co Ltd | Velosi Engineering Management Consultancy Ltd Co. |
Velosi Siam Co Ltd | Applus (Thailand) Company Limited |
Velosi Integrity & Safety Pakistan (Pvt.) Ltd |
Velosi Corporate Services Sdn Bhd |
Velosi International Holding Company BSC (c) |
|---|---|---|---|---|---|---|---|---|
| Registered office | Level 12, 28 Hennessey Road, Wanchai (Hong Kong). |
Unit No. 1, Al-Cusur, Talal Al-Doha Building, Sub of Prince Mohammad bin Fand Road, Dhahran, 34247-3229 (Saudi Arabia). |
Room 1304, Shengkang R om Building No. 738 Shang Cheng Road Pudong Shanghai PRC, 200120 (China). |
ZEN @ ZEN VVorld Tower, Level 12, Zen VVorld Tower, 4, 415 Rajdamri Road, Pathumwan, Bangkok, 10330 (Thailand). |
208 Wireless Road Building 14th Floor Room 1401 (16), Lumpini, Pathumwan, Bangkok 10330 (Thailand). |
Office No. 401, 4th Floor, Business Centre, Block 6, P.E.G.H.S. Society, 74000 Karachi (Pakistan). |
C/o AGL Management Associates Sdn Bhd, No. 152- 3-18A, Kompleks Makin, Jatan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
Flat 42, Building 1033, Road 3731, Block 337, Menama/UMM Alhassarn (Bahrain) |
| Line of business | Provision of management services, sales support, advisory and business development services to related companies |
Provision of maintenance testing, fixing, examination of the welding and quality control for the pipes, machinery, equipment and other buildings in oil, gas and petrochemical facilities and to issue related certificates |
Provision of consulting of Petroleum Engineering, technical consultation of mechanical engineering and consulting of business management |
Holding company | Provision of engineering and technical services |
Provision of support engineering services, inspections based on risk, reliability centred maintenance, assessment of the safety integrity level, suitability for management services studies, corrosion studies, development of data management control systems, quality management system certification, specialised non-destructive testing services, approval of the design review, third-party inspection services and inspection of plants and access engineering |
Provision of general management, business planning, coordination, corporate finance advisory, training and personnel management services |
Holding company of a group of commercial, industrial and service companies |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
60% Full consolidation |
100% Full consolidation |
100% Full consolidation |
74% Full consolidation |
70% Full consolidation |
100% Full consolidation |
100% Full consolidation |
| Name | Velosi Certification Services LLC |
Velosi Certification WLL | PT Java Velosi Mandiri | Velosi Certification WLL | Velosi PromService LLC | Velosi LLC | Velosi Bahrain WLL | Velosi LLC |
|---|---|---|---|---|---|---|---|---|
| Registered office | # 201, Block B, Abu Dhabi Business Hub, ICAD-1, Mussafah, PO Box 427 Abu Dhabi (United Arab Emirates), |
Block 9, Building 24, Office 21, Ground Floor, East Ahmadi, Industrial Area, P 0 Box #1589, Salmiya — 22016 (Kuwait). |
Plaza Aminta 9th Floor, JI. TB Simatupang Kay. 10, Jakarta, 12310 (Indonesia) |
Building No 121340, First Floor New Salata, C Ring Road, P.O. Box 3408, Doha (Qatar). |
Russian Federation, 125130, Moscow, Staropetrovsky proezd, 7A, bid. 19, office 7 (Russia). |
38 Kurilskaya str., Yuzjno Sakhalinsk (Russia). |
Flat 11, Building 1033, Road 3721, Block 337, Menama f UMM Alhassam (Bahrain). |
Block no 227 Stella Building, Post Box 231 Hamriya. Way no :748 (Oman). |
| Line of business | Provision of construction project quality management services, management system certification, quality management of the maintenance of existing facilities and equipment and mandatory inspection services |
Provision of industrial consultancy |
Provision of engineering consultancy services, such as quality control and non destructive testing (NDT) inspection services, provision of skilled labor with vocational training |
Provision of inspection and analysis and technical services in the area of qualified technical jobs |
Provision of quality assurance and control, general inspection, corrosion control and services for the supply of labor for the oil and gas industries |
Holding Company | Provision of quality control and standardization services, industrial inspection services and general services |
Provision of certification, engineering and inspection services |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
49% Full consolidation |
24% Full consolidation |
0% Full consolidation |
24% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% ___ Full consolidation |
50% Full consolidation |
c)\
| Name | Velosi Quality Management International LLC |
Velosi CBL (M) Sdn Bhd | Velosi LLP | Velosi (B) Sdn Bhd | Velosi Certification Services LLC |
Velosi Philippines Inc | Velosi Ukraine LLC | Dijla & Furat Quality Assurance, LLC. |
|---|---|---|---|---|---|---|---|---|
| Registered office | 205, Block B, Abu Dhabi Business Hub, ICAD-1, Mussafah, PO Box 427 Abu Dhabi (United Arab Emirates). |
C/o AGL Management Associates Sdn Bhd, No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55105 Kuala Lumpur (Malaysia). |
• Building #31A, Akzhal lane, Atyrau Oblast, postal Atyrau' code 060002 (Kazakshtan). |
Lot 5211, Spg, 357, JIn Maulana,KA 2931 Kuala Belait , Negara Brunei Darussalam (Brunei). |
17, Chimkent Street, Mirobod District, 100029 Tashkent (Uzbekistan). |
1004, 10F, Pagibig WT Tower, Cebu Business Park, Ayala, Cebu City (Philippines), |
5A Piterska Street, 03087 Kyiv (Ukraine). |
Ramadan Area, District 623- S. No.1, Baghdad (Iraq). |
| Line of business | Provision of certification, engineering and inspection, onshore and/or offshore services |
Provision of equipment inspection services |
Provision of services in the area of industrial safety |
Provision of quality control and engineering services for the oil and gas industries |
Provision of inspection, certification, monitoring arid other types of business activity |
Provision of inspection, quality control, certification and business process outsourcing |
Provision of auxiliary services in the oil and natural gas industries |
Provision of quality control and training services |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
49% Full consolidation |
100% Full consolidation |
80% Full consolidation |
30% Euittmethod |
80% Full consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
| Name | Applus Korea Co, Ltd. | Steel Test (Pty) Ltd | Velosi (Ghana) Ltd | Oman Inspection and Certification Services |
Velosi Services L.L.C. (Russia) |
Applus Japan KK | Velosi Angola Prestacao de Servicos Ltda |
Velosi Superinteridend Nigeria Ltd |
|---|---|---|---|---|---|---|---|---|
| Registered office | 108, Jin-ha, Seo-sang, Ulju, Ulsan (Republic of Korea). |
28 Senator Rood Road, 1939 Vereeniging (Republic of South Africa). |
2nd Floor, Design House, Ring Road East, Accra (Ghana). |
P.O. Box 15, South Alkhuawir, Bawshar, Muscat . Governorate (Oman) |
Kommunistichesky prospect, 32, suit 610, Yuzhno-Sakhalinsk, Sakhalin Region (Russia). |
Yamauchi Building 3F 3-24 8 Nishi Shimbashi, Minato ku, Tokyo (Japan). |
Rua Marien Ngouabi 37, 5' apartamento 53, Maianga, Luanda (Angola). |
3A Alabi Street, Off Toyin Street, Ikeja - Lagos (Nigeria). |
| Line of business | Provision of training and consulting for services related to technical engineering, hiring-out of manpower and materials and leasing of properties. |
Pipe and steel thickener testing |
Provision of inspection, quality control and certification services |
Provision of non-destructive testing services (NDT), environmental and safety services (HSE), quality control and engineering services. |
No line of business | Provision of quality and inspection services, man power, NDT tests and industrial consulting |
Provision of quality assurance and control, inspection, supply of technical manpower, certification and regulatory inspection, NDE specialised services and engineering |
Provision of services (quality assurance and control, general inspection, corrosion control and supply of labor) for the oil and gas industries |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
67% Full consolidation |
75% Full consolidation |
- 49% Full consolidation |
50% Full consolidation |
100% Integracion_plobal |
100% Integracion Ijlobal |
44% Full consolidation |
30% Full consolidation |
| Name | Velosi Uganda LTD | Velosi SA (Ply) Ltd | Applus Velosi Egypt, LLC | Velosi Mozambique LDA | Applus Velosi Angola, Lda. | Applus India Private Limited |
Applus Mozambique Limitada | K2 Do Brasil Services Ltda |
|---|---|---|---|---|---|---|---|---|
| Registered office | 3rd Floor, Rwenzor House, Plot 1, Lumumba Avenue, PO Box 10314 Kampala (Uganda). |
1st Floor, AMR Building 1, Concorde Road East, Bedforview, 2008 Gauteng (Republic of South Africa), |
27, Ali E!-Gently St., Nasr City, Cairo (Egypt). |
Avenida Kim II Sung, 961 - Bairro Sommershield - Distrito Urbano 1, Maputo Cidade (Mozambique), |
Condominlo Mirantes de Talatona, Rua das Acacias, case 613, Luanda (Angola). |
301, Plot no. 410, Matrusri Nagar Colony, Miyapur, Serlingampally Hyderabad Rangareddi, TG 500049 (India). |
Paulo Samuel Kankhomba Avenue, number 3,371, Maputo City (Mozambique). |
Avenida Nossa Senora da Gloria, 2.643, Cavaleiros, Macae - R.1, CEP27920-360, Macae (Brazil). |
| Line of business | Provision of business consulting and management services |
Provision of services related with the quality of the oil and gas industries |
Provision of engineering consultancy in the oil sector, the maritime business, power generation and mining, as well as management consulting |
Provision of consultancy services and technical assistance in the oil and gas industries, such as labor force services, and other specialized services in non destructive trials, controls, quality inspections and asset integrity |
Provision of quality assurance and control, inspection, supply of technical manpower, certification and specialised services in NOT and engineering. |
Provision of labor supply services for the oil and gas industries |
Provision of consulting and technical assistance services in the oil and gas industry, o er services NDT ' man • ow specialized tests, controls and quality inspections and provision of asset integrity services |
Provision of updating, repair, modification and control of onshore and offshore oil facilities, inspection and development of design services, manufacture of components and machinery structures and supply of qualified labor |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
- 100% Full consolidation |
74% Full consolidation |
49% Full consolidation |
100% Full consolidation |
49% Integracion Aobal |
100% Full consolidation |
| Name | Applus Velosi America LLC |
Applus Velosi Canada Ltd | Velosi Do Brasil Ltda | Midstream Technical Inspection Services, LLC |
Applus K2 America, LLC | Velosi Australia Pty Ltd | QA Management Services Pty Ltd |
|---|---|---|---|---|---|---|---|
| 3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA). |
2600 Manulife Place 10180 - 101st Street, Edmonton, AB 751 3Y2 (Canada) |
Praia Do Flamengo 312, 9 Andar Parte Flamengo, Rio De Janeiro (Brazil). |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA). |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA). |
Unit 22/23 Ashton Place Sanyo, Queensland, 4014 (Australia) |
94 Discovery Drive, BIBRA LAKE, WA 6163 (Australia) |
|
| Registered office | |||||||
| Line of business | Provision of labor supply services for the oil and gas industries |
Provision of labor supply services for the oil and gas industries |
No line of business | Supply of virlIttimbo-is for pipelines belonging to the oil and gas sector |
Providing solutions for owners and operators of drilling rigs and FPSO in America, including inspection services, repair and maintenance, structural• design and analysis and training services |
Holding company | Provision of quality assurance services, such as worldwide inspection and ISO 9000 Quality Management Consultancy, training courses, quality control software packages and specialised labor services |
| Ownership interest held by Group companies: Direct Indirect •Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
98% Full consolidation |
100% Full consolidation |
100% Full consolidation |
_ 100% Full consolidation |
- 100% Full consoliaatinn |
Note: the %of ownersihp of the Group companies reported corresponds to the legal interest.
1>\
| Ownership interest held by Group companies: Direct Indirect |
- 100% |
- 75% |
• 100% |
100% | - 80% |
- 100% |
|---|---|---|---|---|---|---|
| Line of business | No line of business | Provision of security and environmental services (HSE), quality control and engineering in the oil and gas sector. |
Services of provision of quality control, technical engineering of labor and consulting, Non - Destructive Testing and certification, electrical inspection, engineering and project management and supervision of construction services |
' Inspection of pipes and • • • steel thickness |
No line of business | Buy, lease, ownership of personal property, intellectual property and the sale of said goods |
| Registered office | Douala, PO Box 15805, Akwa (Cameroon) |
Cite Shell, Port-Gentil in Gabon, BP: 2 267 (Gabon). |
3rd floor, Kiganjo House, Rose Avenue Off Denis Pritt Road L.R No 1/1870, Nairobi P.O.Box 50719 - 00200, Nairobi (Kenya). |
11 Viscount, Road Bedfordview 2007, (Republic of South Africa). |
DMCC Business Centre - Level No 1 - Jewellery & Gemplex 3 Dubai (United Arab Emirates). |
Al-Shamasiyah District Section No. 316 Street 15 house 3711, Basra (Iraq) |
| Name | Velosi Cameroun Sari | Velosi Gabon PTE LTD CO (SARL) |
Applus Velosi Kenya Limited |
Steel Test Secunda (PTY), LTD. |
VAIL Consultancy Services DMCC |
Precision for Engineering Services, Project Management, Vocational Training and Importation of Man Power, LLC. |
| — Name |
Velosi Jorson Sdn Bhd (Brunei) |
Idiada Automotive Technology Rus, LLC |
Idiada Homologation Technical Service, S.L.U. |
IDIADA Automotive Technology USA, LLC |
Velosi Asia Kish (Iran) 1 | |
|---|---|---|---|---|---|---|
| Registered office | LOT 5211. Sirnpang 357, Jalan Maulana, Kuala Belait KA2931, Brunei Darussalam (Brunei). |
Russian Federation, 603004, Nijniy Novgorod, prospect Lenina, 115 (Russia). |
LAlbornar sin 43710 Santa Oliva - Tarragona (Spain). |
9270 Holly Road, Adelanto, CA 92301 (USA). |
No. 7, Second Floor, Block B28, Pars Commercial Complex, South-West of the Port Area (Iran). |
|
| Line of business | Provision of non destructive testing services (NDT), technological development and transformation and technical consulting. |
Engineering, testing and certification |
Engineering, testing and certification |
Engineering, testing and certification |
No line of business | |
| Ownership interest held by Group companies: Direct Indirect |
- 50% |
, 80% |
- 80% |
- 80% |
- 97% 4 |
The members of the Board of Directors of Applus Services, S.A. declare that, to the best of their knowledge, the individual financial statements of Applus Services, S.A. (comprising the statement of financial position, statement of profit or loss, the statement of changes in equity, the statement of cash flows and the explanatory notes) for the year ended at 31 December 2017, prepared in accordance with the accounting policies applicable and approved by the Board of Directors at its meeting on 20 February 2019, present fairly the equity, financial position and results of Applus Services, S.A., and that the management report accompanying such financial statements includes a fair analysis of the business' evolution, results and the financial position of Applus Services, S.A, as well as a description of the principal risks and uncertainties that the company faces. All the Directors have signed on this page to certify the above mentioned.
Barcelona, 20 February 2019
Chairman Director
D. John Park Hotrnei er Directoril—
feat_
D. Richard Campbell Nelson Director
Da. Maria Cristina Henriquez de Luna Basagoiti Director
D. Christopher Cole D. Ernesto Gerardo Mata Lopez
D. Fernando Basabe Armijo Director
D. Nicolas Villen Jimenez Director
Consolidated Financial Statements for the year ended 31 December 2018, and Consolidated Director's Report together with Independent Auditor's Report
Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group (see Notes 2 and 31). In the event of a discrepancy, the Spanish-language version prevails.


Avda. Diagonal, 654 08034 Barcelona Espana
Tel: +34 932 80 40 40 www.deloitte.es
Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group in Spain (see Notes 2 and 31). In the event of a discrepancy, the Spanish-language version prevails.
To the Shareholders of Applus Services, S.A.,
We have audited the consolidated financial statements of Applus Services, S.A. (the Parent) and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2018, and the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and notes to the consolidated financial statements for the year then ended.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated equity and consolidated financial position of the Group as at 31 December 2018, and its consolidated results and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRSs) and the other provisions of the regulatory financial reporting framework applicable to the Group in Spain.
We conducted our audit in accordance with the audit regulations in force in Spain. Our responsibilities under those regulations are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report.
We are independent of the Group in accordance with the ethical requirements, including those pertaining to independence, that are relevant to our audit of the consolidated financial statements in Spain pursuant to the audit regulations in force. In this regard, we have not provided any services other than those relating to the audit of financial statements and there have not been any situations or circumstances that, in accordance with the aforementioned audit regulations, might have affected the requisite independence in such a way as to compromise our independence.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Impairment of goodwill and other Intangible assets |
|
|---|---|
| Description | Procedures applied in the audit |
| Notes 4 and 5 to the accompanying consolidated financial statements describe the goodwill and other intangible assets |
Our audit procedures to address this matter included mainly: |
| allocated to each of the cash-generating units (CGUs) identified by Group management, amounting to EUR 591.3 million and EUR 518.9 million, respectively, at 31 December 2018. |
The assessment of the reasonableness of the cash flow projections and of the discount rates by conducting a critical analysis of the key assumptions of the models used. In particular, we compared the revenue growth rates with the latest approved strategic plans |
| These assets were primarily recognised in business combinations carried out by the |
and budgets, reviewing them for consistency with the historical information on the market |
| Group in prior years. Also, the various CGUs | situation, and we also assessed |
| identified correspond to the various business | management's historical accuracy in the budgeting process. |
| units managed by the Group (Energy & Industry, Automotive, IDIADA and Laboratories) in each of the defined geographical areas in which it carries on its activity. |
The assessment of the reasonableness of the discount rates applied for each business and geographical area, taking into consideration the cost of capital of the Group and of |
| If there are any indications of impairment, and at least at each year-end, Group |
comparable organisations, as well as perpetuity growth rates, among others. |
| management tests these assets for impairment using discounted cash flow-based valuation techniques to determine the recoverable amount thereof. |
The assessment of the sensitivity analyses, stressing those assumptions to which the impairment test is most sensitive, i.e. those with the greatest effect on the determination |
| The performance of this impairment test was | of the recoverable amount of the assets. |
| considered to be a key matter in our audit, |
given the magnitude of these assets and that management's assessment in this respect is The involvement of internal business valuation experts to assess the reasonableness of the models and key assumptions used by the Applus Group.
an estimation process that includes a high level of judgements and assumptions, such as the setting of sales and expenses growth rates expected to be experienced by the
various
CGUs, investments in non-current and current assets, as well as other assumptions obtained from the Group's strategic plan. Also, a discount rate is determined by taking into account the economic situation in general and that of each CGU in particular, on the basis of the risks specific to the various countries and to the business carried on.
P---ldures applied in the audit Lastly, we also assessed whether Notes 3-d and 6 to the accompanying consolidated financial statements contain the disclosures required by the applicable accounting regulations relating to the impairment tests on those assets and, in particular, the detail
of the main assumptions used, as well as a sensitivity analysis of changes in the key assumptions used in the tests performed.
Note 20-c details the deferred tax assets amounting to EUR 66.7 million that are recognised in the consolidated statement of financial position at 2018 year-end, corresponding to tax losses, tax credits and temporary differences amounting to EUR 38.4 million, EUR 12.4 million and EUR 15.9 million, respectively. Of this total, EUR 36.7 million relate to the Spanish tax group and EUR 30 million are from foreign subsidiaries.
In addition, as indicated in Note 20-c, the Group has unrecognised deferred tax assets corresponding to tax losses and tax credits amounting to EUR 99.3 million and EUR 56.7 million, respectively.
At the end of each reporting period, Group management assesses the recoverability of the tax assets recognised based on projections of future taxable profits in a timeframe of no more than ten years, taking into account the legislation of each tax jurisdiction in which the Group operates, legislative changes and the most recent business plans approved for the various business divisions and geographical areas. We identified this matter as key in our audit, since the assessment of the recoverability of these assets requires a significant level of judgement, largely in connection with the projections of business performance.
Our audit procedures to address this matter included, among others:
I
The evaluation of the methodology and assumptions applied by the Group and, in particular, those related to the growth of sales and expenses that determine the projection of future taxable profits in each tax jurisdiction.
The assessment of the consistency of the assumptions taking into account both historical information and the market situation and the tax legislation applicable in each jurisdiction, involving internal tax experts in those geographical areas in which the Group has the most significant amounts of deferred tax assets. We also reviewed the consistency of the models with the financial information used by Group management in performing the impairment test on goodwill and other intangible assets and the sensitivity analyses, stressing those assumptions that have the greatest effect on determining the recoverable amount of the tax assets.
The assessment of the historical accuracy of management in the process of preparing projections of tax bases, comparing the actual figures for the year with the projections made in the preceding year.
Lastly, we also verified that the disclosures required by the applicable accounting regulations are included in the notes to the ac:Lompanying - consolidated financial statements. The disclosures on this matter can be found in Notes 3-p and 20 to the consolidated financial statements.
I
The Group operates in multiple tax and legal jurisdictions worldwide and, therefore, is subject to a wide variety of specific, sometimes complex, laws and regulations.
Note 17 includes a detail of the specific provisions for tax, legal matters, litigation and claims recognised at 31 December 2018, together with other disclosures related to these items.
At the end of each reporting period Group management assesses the need for and sufficiency of the aforementioned provisions, taking into consideration the available information and the circumstances prevailing at any given time. In this process, Group management has the support of external advisers engaged for this purpose. The determination of the amounts recognised and the disclosures included in the notes to the consolidated financial statements involve a high level of estimates, judgements and assumptions due to uncertainties about the range of possible resolutions of litigation and claims in process and, therefore, this matter was considered to be a key audit matter,
Our audit procedures to address this matter included, among others, the obtainment, through direct confirmation processes, of the assessment carried out by the Group's external advisers for each significant lawsuit or claim in process, the obtainment of the assessment by the Group's legal and tax departments and the obtainment of all available information relating to each significant lawsuit or claim. In the course of our work, we assessed, for all significant lawsuits and claims, the reasonableness of the provisions recognised by involving our experts in each subject matter and in each applicable jurisdiction.
Lastly, we also verified that the disclosures required by the applicable accounting regulations are included in the notes to the accompanying consolidated financial statements. The disclosures on this matter can be found in Notes 3-j, 17, 20-f and 27 to the consolidated financial statements.
The other information comprises only the consolidated directors' report for 2018, the preparation of which is the responsibility of the Parent's directors and which does not form part of the consolidated financial statements.
Our audit opinion on the consolidated financial statements does not cover the consolidated directors' report. Our responsibility relating to the information contained in the consolidated directors' report is defined in the audit regulations in force, which establish two distinct levels thereof:
a) A specific level that applies to the consolidated non-financial information statement, as well as to certain information included in the Annual Corporate Governance Report (ACGR), as defined in Article 35.2.b) of Spanish Audit Law 22/2015, which consists solely of checking that the aforementioned information has been provided in the consolidated directors' report, or, as the case may be, that the consolidated directors' report contains the corresponding reference to the separate report on non-financial information as provided for in the applicable legislation and, if this is not the case, reporting this fact.
b) A general level applicable to the other information included in the consolidated directors' report, which consists of evaluating and reporting on whether the aforementioned information is consistent with the consolidated financial statements, based on the knowledge of the Group obtained in the audit of those consolidated financial statements and excluding any information other than that obtained as evidence during the audit, as well as evaluating and reporting on whether the content and presentation of this section of the consolidated directors' report are in conformity with the applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report that fact.
Based on the work performed, as described above, we have checked that the non-financial information described in section a) above is presented in the separate "Corporate Social Responsibility Report" report to which a reference is included in the consolidated directors' report, that the information in the ACGR, discussed in the aforementioned section, is included in the consolidated director's report and that the other information in the consolidated directors' report is consistent with that contained in the consolidated financial statements for 2018 and its content and presentation are in conformity with the applicable regulations.
The Parent's directors are responsible for preparing the accompanying consolidated financial statements so that they present fairly the Group's consolidated equity, consolidated financial position and consolidated results in accordance with EU-IFRSs and the other provisions of the regulatory financial reporting framework applicable to the Group in Spain, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Parent's directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
The Parent's audit committee is responsible for overseeing the process involved in the preparation and presentation of the consolidated financial statements.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the audit regulations in force in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is included in Appendix I to this auditor's report. This description, which is on pages 9 and 10 of this document, forms part of our auditor's report.
Additional Report to the Parent's Audit Committee
The opinion expressed in this report is consistent with the content of our additional report to the Parent's audit committee dated 22 February 2019.
Engagement Period
The Annual General Meeting held on 31 May 2018 appointed us as the Group's auditors for a period of one year from the year ended 31 December 2017, i.e. for 2018.
Previously, we were designated pursuant to a resolution of the General Meeting for the period of one year and have been auditing the consolidated financial statements uninterruptedly since the year ended 31 December 2007 and, therefore, since the year ended 31 December 2014, the year in which the Parent became a Public Interest Entity
DELOITTE, S.L. Registered in ROAC under no. S0692
Ana Torrens Borras Registered in ROAC under no. 17762
22 February 2019
Further to the information contained in our auditor's report, in this Appendix we include our responsibilities in relation to the audit of the consolidated financial statements.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
As part of an audit in accordance with the audit regulations in force in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
We communicate with the Parent's audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Parent's audit committee with a statement that we have complied with relevant ethical requirements, including those regarding independence, and we have communicated with it to report on all matters that may reasonably be thought to jeopardise our independence, and where applicable, on the related safeguards.
From the matters communicated with the Parent's audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
(Thousands of Euros)
| ASSETS | Notes | 3111212018 | 31/1212017 | EQUITY AND LIABILITIES | Notes | 1 31112/2018 | 31/12/2017 |
|---|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS | EQUITY | ||||||
| Goodwill | 4 | 591,338 | 554,861 Share capital and reserves | ||||
| Other intangible assets | 5 | 518,861 | 581,897 Share capital | 12.a | 13,070 | 13,070 | |
| Property, plant and equipment | 7 | 220,574 | 210,396 Share premium | 12.b | 449,391 | 449,391 | |
| Investments accounted for using the equity metK LI | 724 | 3,007 Retained earnings and other reserves | 304,018 | 290,484 | |||
| Non-current financial assets | 8 | 27,520 | 8,790 Profit 1(Loss) for the year attributable to the Parent | 41,208 | 35,582 | ||
| Deferred tax assets | 20.c | 66,738 | 71,933 Treasury Shares | 12.c | (3,405) | (1,186) | |
| Total non-current assets | 1,425,755 | 1,430,884 Valuation adjustments | |||||
| Foreign currency translation reserve | 12.e | (48,079) | (43,735) | ||||
| EQUITY ATTRIBUTABLE TO THE SHAREHOLDERS | |||||||
| OF THE PARENT | 756,203 | 743,606 | |||||
| NON-CONTROLLING INTERESTS | 13 | 54,682 | 51,357 | ||||
| Total Equity | 810 885: | 794,963 _ |
|||||
| NON-CURRENT LIABILITIES | |||||||
| Long-term provisions | 17 & 27.b | 23,364 | 17,258 | ||||
| Obligations and bank borrowings | 14 | 606,461 | 597,519 | ||||
| Other financial liabilities | 15 | 24,532 | 27,349 | ||||
| CURRENT ASSETS | Deferred tax liabilities | 20.d | 151,015 i | 16'1,992 | |||
| Non-current assets held for sale | 2.e.3.1 | 11,750 Other non-current liabilities | 18 | 37,076 | 33,034 | ||
| Inventories | 9 | 8,140 | 8,146 | Total non-current liabilities | 842,448 | 837,152 | |
| Trade and other receivables | |||||||
| Trade and other receivables | 10 | 374,418 | 343,248 CURRENT LIABILITIES | ||||
| Trade receivables from related companies | 10 & 28 | 72 | 3,969 Short-term provisions | 1,788 | 1,074 | ||
| Other receivables | 10 | 16,513 | 20,678 Obligations and bank borrowings | 14 | 9,983 | 29,385 | |
| Corporate income tax assets | 20.b | 19,024 | 20,039 Trade and other payables | 19 | 307,936 | 307,709 | |
| Other current assets | 11,532 | 11,284 Trade payables from related companies | 19 & 28 | 3 | 521 | ||
| Current financial assets | 11 | 9,698 | 24,846 Corporate income tax liabilities | 20.b | 14,798 | 12,066 | |
| Cash and cash equivalents | 132,318 | 129,211 Other current liabilities | 18 | 9,629 | 21,185 | ||
| Total current assets | 571,715 | 573,171 | Total current liabilities | 344,137 | 371,940 | ||
| TOTAL ASSETS | 1,997,470 | 2,004,055 i | TOTAL EQUITY AND LIABILITIES | 1,997,470 | 2,004,055 |
The accompanying Notes 1 to 31 and Appendices I and II are an integral part of the consolidated statement of financial position as at 31 December 2018.
(Thousands of Euros)
| Notes | 2018 | 2017 | |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Revenue | 21.a | 1,675,942 | 1,583,094 |
| Procurements | (159,242) | (180,926) | |
| Staff costs | 21.b | (919,205) | (861,574) |
| Other operating expenses | (379,524) | (356,986) | |
| Operating Profit Before Depreciation, Amortization and Others | 217,971 | 183,608 | |
| Depreciation and amortization charge | 5 & 7 | (106,334) | (94,381) |
| Impairment and gains or losses on disposal of non-current assets | (2,231) | 1,192 | |
| Other results | 21.c | (4,646) | (8,264) |
| OPERATING PROFIT | 104,760 | 82,155 | |
| Financial Result | 22 | (21,229) | (21,468) |
| Share of profit of companies accounted for using the equity method | 13 | 647 | |
| Profit! (Loss) before tax | 83,544 | 61,334 | |
| Corporate income tax | 20 | (23,350) | (15,728) |
| Net Profit / (Loss) from continuing operations | 60,194 | 45,606 | |
| PROFIT I (LOSS) FROM DISCONTINUED OPERATIONS NET OF TAX | - | ||
| NET CONSOLIDATED PROFIT / (LOSS) | 60,194 | 45,606 | |
| Profit / (Loss) attributable to non-controlling interests | 13 | 18,986 | 10,024 |
| NET PROFIT / (LOSS) ATTRIBUTABLE TO THE PARENT | 41,208 | 35,582 | |
| Profit / (Loss) per share (in euros per share) | |||
| - Basic | 12.d | 0.288 | 0.267 |
| - Diluted | 0.288 | 0.267 |
The accompanying Notes 1 to 31 and Appendices I and II are an integral part of the consolidated statement of profit or loss for 2018.

(Thousands of Euros)
| Share capital |
Share premium |
Retained earnings and other reserves |
Profit /(loss) for the year attributable to the Parent |
Treasury shares | Foreign currency translation reserve |
Non-controlling interests |
Total equity |
|
|---|---|---|---|---|---|---|---|---|
| Balance at 31112/2016 | 11,770 | 313,525 | 300 156 | 19,542 | 2,837 | 29,062) | 44,500 7 | 657,594 |
| Changes in the scope of consolidation | - | (14,598) | - | - | - | 5,997 | (8,601) | |
| Allocation of 2016 profit | - | 19,542 | (19,542) | - | ||||
| Dividends paid | (16,902) | - | - | (7,136) | (24,038) | |||
| Treasury shares | - | 2,834 | - | 1,651 | - | - | 4,485 | |
| Capital increase | 1,300 | 135,866 | (1,717) | - | 135,449 | |||
| Other changes | - | - | 1,169 | - | - | - | (62) | 1,107 |
| 2017 comprehensive income | - | 35,582 | - | 14,673.1 | 8,058 | 28,967 | ||
| Balance at 31/12/2017 | 13,070 | 449,391 | 290,484 | 35,582 | (1,186) | (43M | 51,357 | 794,963 |
| Imnact of 1FRS 9 adoption |
- | i4,514) | - | - | - | - | (4,514) | |
| Balance at 01101/2018 | 13,070 | 449,391 | 285,970 | 35,582 | (1,186) | (43,735) | 51,357 | 790,449 |
| Changes in the scope of consolidation | - | (694) | (978) | (1,672) | ||||
| Allocation of 2017 profit | 35,582 | (35,582) | - | - | - | |||
| Dividends paid | - | (18,592) | (14,818) | (33,410) | ||||
| Treasury shares | - | - | (328) | - | (2,219) | (2,547) | ||
| Other changes | , | 2,080 | - | - | (125) | 1,955 | ||
| 2018 comprehensive income | - | - | 41,208 | (4,344) | 19,246 | 56)110 | ||
| Balance at 31/12/2018 | 13,070 | 449,391 __ | 304,018 _ | 41,208 | (3,405L | (48,079) | 54,682 | 810,885 |
The accompanying Notes 1 to 31 and Appendices I and ft are an integral part of the consolidated statement of changes in equity for 2018.

(Thousands of Euros)
| 2018 | 2017 | |
|---|---|---|
| NET CONSOLIDATED PROFIT: | 60,194 | 45,606 |
| 1. Other comprehensive income: | ||
| a) Items that will not be transferred to profit or loss | - | - |
| b) Items that could be transferred to profit or loss: | ||
| Exchange differences on translating foreign operations | (4,084) | (16,639) |
| 2. Transfers to the statement of profit or loss: | ||
| Other comprehensive result | (4,084) | (16,639) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 56,110 | 28,967 |
| Total comprehensive income for the year attributable to: | ||
| - The Parent | 36,864 | 20,909 |
| - Non-controlling interests | 19,246 | 8,058 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 56,110 | 28,967 |
The accompanying Notes 1 to 31 and Appendices 1 and Hare an integral part of the consolidated statement of comprehensive income for 2018.
(Thousands of Euros)
| Notes | 2018 | 2017 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | 61,334 | ||
| Profit from operating activities before tax | 83,544 | ||
| Adjustments of Items that do not give rise to operating cash flows | |||
| Depreciation and amortisation charge | 5 & 7 | 106,334 | 94,381 |
| Changes in provisions and allowances | (1,954) | 501 | |
| Financial result | 22 | 21,229 | 21,468 |
| Share of profit of companies accounted for using the equity method | (13) | (647) | |
| Gains or losses on disposals of intangible and tangible assets | 2,231 | (1,192 | |
| Profit from operations before changes in working capital (I) | 211 371 | 175,845 | |
| Changes in working capital | |||
| Changes in trade and other receivables | (27,702) | 11,517 | |
| Changes in inventories | 9 | 6 | (84) |
| Changes in trade and other payables | 584 | 15,910) | |
| Cash generated by changes in working capital (II) | 28 280 | 4 477 | |
| Other cash flows from operating activities | 17.b | (1,980) | |
| Other payments | 32,498 | ||
| Corporate Income tax payments | (23,952. | 134,4781 | |
| Cash flows from operating activities (III) | (23,952, i | ||
| NET CASH FLOW FROM OPERATING ACTIVITIES (A)= (1)+(11)+(ill) | 159,139 | 136.890 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
| Business combination | 3,818 | 5,559 | |
| Payments due to acquisition of subsidiaries and other non-current financial assets | (43,762) | (95,932 | |
| Proceeds from disposal of subsidiaries | 935 | 11,857 | |
| Payments due to acquisition of intagible and tangible assets | (51,335) | (59,032 | |
| Net cash flows used in investing activities (B) | 190,3441 | (137,5481 | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||
| Equity shares | 137,156 | ||
| Payments for share issue costs | (2,234) | ||
| Interest received | 2,510 | 1,339 | |
| Interest paid | (10,056) | (17,098) | |
| Net changes in non-current financing (proceeds and payments) | (14,425) | (123,864) | |
| Net changes in current financing (proceeds and payments) | (8,511) | (16,385) | |
| Dividends | (18,591) | (16,902) | |
| Dividends paid by Group companies to non-controlling interests | (14,313) | 7,9611 | |
| Net cash flows used in financing activities (C) | (63,386) | L4649214. | |
| EFFECT OF FOREIGN EXCHANGE RATE CHANGES (D) | (2,302). | 112,408, | |
| NET CHANGE IN CASH AND CASH EQUIVALENTS (A + B + C + D) | 3,107 | 69 013r | |
| Cash and cash equivalents at beginning of year | 129,211 | 188,224 | |
| Cash and cash equivalents at end otyear | 132,318 | 129,211 |
The accompanying Notes 1 to 31 and Appendices I and H are an integral part of the consolidated statement of cash flows for 2018.
Consolidated statement of financial position as at 31 December 2018 Consolidated statement of profit or loss for 2018 Consolidated statement of comprehensive income for 2018 Consolidated statement of changes in equity for 2018 Consolidated statement of cash flows for 2018 Explanatory notes to the consolidated financial statements for 2018
| 1. | GROUP ACTIVITIES | 4 |
|---|---|---|
| 2. | BASIS OF PRESENTATION AND BASIS OF CONSOLIDATION | 5 |
| 3. | ACCOUNTING AND VALUATION POLICIES | 16 |
| 4. | GOODWILL | 29 |
| 5. | OTHER INTANGIBLE ASSETS | 31 |
| 6. | IMPAIRMENT OF ASSETS | 36 |
| 7. | PROPERTY, PLANT AND EQUIPMENT | 40 |
| 8. | NON-CURRENT FINANCIAL ASSETS | 43 |
| 9. | INVENTORIES | 43 |
| 10. TRADE RECEIVABLES FOR SALES AND SERVICES, TRADE RECEIVABLES FROM RELATED COMPANIES AND OTHER RECEIVABLES |
44 | |
| 11. | CURRENT FINANCIAL ASSETS, CASH AND CASH EQUIVALENTS | 45 |
| 12. EQUITY | 46 | |
| 13. NON-CONTROLLING INTERESTS | 48 | |
| 14. | OBLIGATIONS AND BANK BORROWINGS | 49 |
| 15. | OTHER NON-CURRENT FINANCIAL LIABILITIES | 52 |
| 16. | FINANCIAL RISKS AND DERIVATIVE FINANCIAL INSTRUMENTS | 52 |
| 17. | NON-CURRENT PROVISIONS | 54 |
| 18. | OTHER CURRENT AND NON-CURRENT LIABILITIES | 56 |
| 19. | TRADE AND OTHER PAYABLES | 56 |
| 20. CORPORATE INCOME TAX | 58 | |
|---|---|---|
| 21. | OPERATING INCOME AND EXPENSES | 62 |
| 22. | FINANCIAL RESULT | 65 |
| 23. | INFORMATION ON THE ENVIRONMENT | 65 |
| 24. | PROPOSAL OF ALLOCATION OF PROFIT/LOSS | 65 |
| 25. | SEGMENTED INFORMATION | 65 |
| 26. | OPERATING LEASES | 68 |
| 27. | OBLIGATIONS ACQUIRED AND CONTINGENCIES | 69 |
| 28. | TRANSACTIONS AND BALANCES WITH RELATED PARTIES | 70 |
| 29. | DISCLOSURES ON THE BOARD OF DIRECTORS AND THE SENIOR EXECUTIVES | 72 |
| 30. | EVENTS AFTER THE REPORTING PERIOD | 75 |
| 31. | EXPLANATION ADDED FOR TRANSLATION TO ENGLISH | 75 |
Notes to the Consolidated Financial Statements for the year ended 31 December 2018
Applus Services, S.A. (formerly Applus Technologies Holding, Si. hereinafter -"the Parent" or "the Company"-) has been the Parent of the Applus Group ("Applus Group" or "the Group") since 29 November 2007. The Parent Company has its registered office in calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, in Madrid.
The Parent's Company purpose is as follows:
4
The purchase, holding and administration, whether direct or indirect, of shares, corporate interests, quota shares and any other form of holding or interest in the capital and/or securities granting right to the obtaining of shares, corporate interests, quota shares, or other holdings or interests in companies of any type, with or without legal personality, established in accordance with Spanish law or any other applicable legislation, in accordance with Article 108 of the Law 27/2014, of 27 November 2014, on Corporate Income Tax, or by such legislation as may replace it, as well as the administration, management and guidance of such companies and entities, whether directly or indirectly, by means of the membership, attendance and holding of positions on any governing and management bodies of such companies or entities, carrying out the described advisory, management and guidance services making use of the corresponding organization of material and personnel means. An exception is made for those activities expressly reserved by law for Collective Investment Institutions, as well as for that expressly reserved by the Securities Market Act for investment service companies.
The activities may be carried out either directly by the Company or through the ownership of shares or equity interest in other companies with an identical or related purpose, including the carrying out of all its activities in an indirect manner, therefore acting solely as a holding company.
All activities for which the law establishes special requirements that cannot be carried out by the Company are excluded from the corporate purpose. Should legal provisions require a professional qualification, administrative authorization, or registration with a public registry to be able to perform any of the activities included in the corporate purpose, such activities must be performed by persons who hold such professional qualifications, and such tasks shall not be able to commence until the administrative requirements have been met.
The Parent's shares have been listed on the stock market since 9 May 2014.
The subsidiaries and associates directly or indirectly owned by the Parent and included in the scope of consolidation are shown in Appendix I.
The subsidiaries and associates directly or indirectly owned by the Parent and excluded from the scope of consolidation either because they are dormant companies or because effective control over them is not exercised by the shareholders of the Applus Group are shown in Appendix II.
In view of the business activities carried out on by the Parent Company and its subsidiaries, it does not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in the notes to the financial statements.
These consolidated financial statements for 2018 were approved by the Parent's Directors at the Board of Directors Meeting held on 20 February 2019. The 2018 consolidated financial statements of the Group and the 2018 financial statements of the Group companies have not yet been approved by their shareholders at the respective Annual General Meetings. The Parent's Board of Directors considers that these financial statements will be approved without any changes. The Group's consolidated financial statements for 2017 were approved by the shareholders at the Parent's Annual General Meeting of 31 May 2018.
The Parent's Directors have prepared the Applus Group's consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (EU-1FRSs), in conformity with Regulation (EC) no. 1606/2002 of the European Parliament and of the Council and taking into account all the mandatory accounting principles and rules and measurement bases and the Spanish Commercial Code, the Spanish Companies Act and other Spanish corporate law applicable to the Group.
These consolidated financial statements for 2018 were prepared from the separate accounting records of the Parent and of each of the consolidated companies (detailed in Appendix I) and, accordingly, they present fairly the consolidated equity, the consolidated financial position, the consolidated results of the Group, the changes in consolidated equity and the consolidated cash flows under EU-IFRSs and the other rules contained in the regulatory financial reporting framework applicable to the Group.
The accounting policies used to prepare these consolidated financial statements comply with all the EU-IFRSs in force at the date of their preparation. The EU-IFRSs provide for certain alternatives regarding their application. The alternatives applied by the Group are described in Notes 2 and 3.
The information relating to 2018 contained in these notes to the consolidated financial statements is presented, for comparison purposes, with information relating to 2017.
The Parent's Directors are responsible for the information included in these consolidated financial statements in accordance with the applicable regulatory financial reporting framework (see section a) above) and for the internal control measures that they consider necessary to ensure the consolidated financial statements do not have any material misstatement.
In the Group's consolidated financial statements for 2018, estimates were made by the Group Management, later ratified by their Directors, in order to quantify certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates relate mainly to the following:
Although these estimates were made on the basis of the best information available as of 31 December 2018 on the events analysed, events that may take place in the future might make it necessary to change these estimates (upwards or downwards) in the coming years. Changes in accounting estimates would be applied prospectively in accordance with the requirements of IAS 8, recognising the effects of the change in the related consolidated statement of profit or loss or consolidated statement of changes in equity, as appropriate.
These consolidated financial statements are presented in thousands of euros, since this is the currency of the Parent and of the main economic area in which the Group operates. Foreign operations are recognised in accordance with the policies described in Note 3.o.
In preparing the accompanying consolidated financial statements no changes in accounting policies were identified that would have made it necessary to restate the amounts included in the consolidated financial statements for 2017.
When determining the information to be disclosed in these notes to the consolidated financial statements on the various line items in the consolidated financial statements or on other matters, the Group took into account the materiality principle.
Subsidiaries are those entities over which the Applus Group directly or indirectly controls the financial and operating policies, exercises power over the relevant activities, maintains exposure, or rights, to variable returns from involvement with the investee; and the ability to use power over the investee to affect the amount of the investor's returns. The subsidiaries are consolidated from the date on which control is transferred to the Applus Group and are excluded from consolidation on the date that control ceases to exist. Appendix I discloses the most significant information about these entities.
The financial statements of the subsidiaries are fully consolidated with those of the Parent. Accordingly, all material balances and effects of the transactions between consolidated companies are eliminated on consolidation.
Where necessary, adjustments are made to the financial statements of the subsidiaries to adapt the accounting policies used to those applied by the Group.
The businesses acquired are recognised using the acquisition method so that the assets, liabilities and contingent liabilities of a subsidiary are measured at their acquisition-date fair values. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill (see Notes 3.a and 4). Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired is credited to profit or loss on the acquisition date. The interest of non-controlling shareholders is stated at their proportion of the net assets and liabilities recognised.
In addition, with respect to the share of third parties, the following must be taken into account:
Also, in accordance with standard practice, the accompanying consolidated financial statements do not include the tax effects that might arise as a result of the inclusion of the results and reserves of the consolidated companies in those of the Parent, since it is considered that no transfers of reserves will be made that are not taxed at source and that such reserves will be used as means of financing at each company_
Associates are companies over which the Parent is in a position to exercise significant influence but not control or joint control. Normally this capacity exists because the Group holds -directly or indirectly- 20% or more of the voting power of the subsidiary.
In the consolidated financial statements, investments in associates are accounted for using the equity method, i.e. at the Group's share of net assets of the subsidiary, after taking into account the dividends received therefrom and other equity eliminations. In the case of transactions with an associate, the related profits and losses are eliminated to the extent of the Group's interest in the associate.
If as a result of losses incurred by an associate its equity was negative, the investment should be presented in the Group's consolidated statement of financial position with a zero value, unless the Group is obliged to give it financial support.
Investments in associates accounted for using the equity method were not material at 31 December 2018. At that date, the Group only held an ownership interest of 30% in the investee Velosi (B) Sdn Bhd, domiciled in Brunei, the assets, liabilities, revenue and profit or loss of which were not significant.
In 2018 new accounting standards came into force and were therefore taken into account when preparing the accompanying consolidated financial statements. The following standards have been applied in these consolidated financial statements, with no significant impact on the presentation here of and disclosures herein:
| New standards, amendments and interpretations | Obligatory application in annual reporting periods beginning on or after: |
|||
|---|---|---|---|---|
| Approved for use in the European Union: | ||||
| IFRS 15, Revenue from Contracts with Customers (issued in May 2014) |
New revenue recognition standard (supersedes IAS 11, IAS 18, IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31). |
1 January 2018 | ||
| IFRS 9, Financial Instruments (issued in July 2014) |
Replaces the requirements in IAS 39 relating to the recognition classification, measurement, and derecognition of financial assets and financial liabilities, hedge accounting and impairment. |
1 January 2018 | ||
| Clarifications to IFRS 15 (issued in April 2016) |
Focus identifying performance obligations, on principal versus agent considerations, licensing and determining whether a license is satisfied at a specific point in time or over time, as well as certain clarifications to the transition requirements. |
1 January 2018 | ||
| Amendments Insurance to IFRS 4, Contracts (issued in September 2016) |
Provide entities within the scope of IFRS 4 with the option of applying IFRS 9 or the temporary exemption therefrom. |
1 January 2018 | ||
| Amendments to IFRS 2, Classification and Measurement of Share-based Payment Transactions (issued in June 2016) |
These are limited amendments that clarify specific issues such as the effects of vesting conditions on cash-settled share-based payments, the classification of share-based payment transactions with a net settlement feature and certain issues relating to modifications of the type of share-based payment arrangement. |
1 January 2018 |
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| Amendments to IAS 40, Reclassification of Investment Property (issued in December 2016) |
The amendments clarify that transfers to, or from, investment property will only be possible when there is evidence of a change in use. |
1 January 2018 |
|---|---|---|
| IFRIC 22, Foreign Currency Transactions and Advance Consideration (issued in December 2016) |
This interpretation establishes "the date of the transaction" for the purpose of determining the exchange rate to use in transactions with advance consideration in a foreign currency. |
1 January 2018 |
| Improvements to 1FRSs, 2014-2016 cycle (issued in December 2016) |
Minor amendments to a series of standards (various effective dates, one of which was 1 January 2017), |
1 January 2018 |
In 2018 the Group adopted IFRS 15, the financial reporting standard on the recognition of revenue from contracts with customers, applicable for reporting periods beginning on or after 1 January 2018. The requirements of IFRS 15 establish that an entity must recognises revenue in such away as to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard establishes a revenue recognition approach based on five steps:
The Parent's Directors have performed an analysis of the requirements of IFRS 15 and of the internal revenue recognition policy based on an analysis of the different types of contracts under which it operates in its four operating segments: Applus+ Energy & Industry, Applus+ Laboratories, Applus+ Automotive and Applus+ IDLADA (see Note 3.q).
Based on the work performed, management considered that the timing of revenue recognition for each of the identified performance obligations is consistent with the Group's current practice and, accordingly, the application of IFRS 15 did not have any impact on the entity's financial position or results.
In 2018 the Group applied IFRS 9 which replaces !AS 39, affecting both financial assets and financial liabilities, in three main phases: (I) Classification and measurement; (ii) impairment methodology; and (iii) hedge accounting, for annual periods beginning on or after 1 January 2018. The most significant conclusions drawn from the assessment made regarding the possible effects on the Group are as follows:
The new financial asset classification approach is based on the contractual cash flow characteristics of the assets and on the Group's business model. Based on these characteristics, all financial assets are classified into the following measurement categories: (i) amortised cost; (ii) fair value through other comprehensive income (equity); or fair value through profit or loss. The analysis conducted at the end of 2018 did not give rise to any significant changes in the classification and measurement of financial assets based on their characteristics and on the Group's current business model. The only impact of the transition to this standard is a change in nomenclature, and this did not have any impact on the measurement of the assets at the transition date.
The new standard replaces the former IAS 39 "incurred credit loss" models with a single "expected credit loss" model. This new model requires the recognition, at the date of initial recognition of a financial asset, of the expected credit loss that results from default events on a financial instrument that are possible within the 12 months after the reporting date or over the lifetime of the financial instrument, depending on the changes in the credit risk of the financial asset since initial recognition, or from applying the "simplified" approach permitted by the standard for certain financial assets.
The Group decided to apply the simplified approach to its billed and unbilled trade receivables in order to determine the lifetime expected credit losses for those receivables (see Note 3.e)
From the analysis done by the Parent's Directors an additional impairment loss amounting to EUR 6,033 thousand with a charge to reserves at 1 January 2018 (EUR 4,514 thousand, net of the related tax effect) was booked.
IFRS 9 was applied retrospectively, recognising the cumulative effect of initially applying this standard as an adjustment to the opening balances for 2018 in the consolidated statement of financial position. Therefore, the comparative information for 2017 was not restated and continues to be presented in accordance with 1AS 39.
In relation to hedge accounting, no impact was identified since the Group had not arranged any hedging instruments (see Note 16).
These consolidated financial statements include the disclosures required by the new standard.
At the date of formal preparation of these consolidated financial statements, the following standards and interpretations had been published by the International Accounting Standards Board (1ASB) but had not yet come into force, either because their effective date is subsequent to the date of the consolidated financial statements or because they had not yet been adopted by the European Union (EU-I FRSs):
| New standards, amendments and interpretations | Obligatory application in annual reporting periods beginning on or after: |
||
|---|---|---|---|
| Approved for use in the European Union: | |||
| New standards: | |||
| IFRS 16, Leases (issued in January 2016) | Supersedes IAS and the related 17 interpretations. The main development of the new standard is that it introduces a single lessee accounting model in which all leases (with certain limited exceptions) will be recognised in the statement of financial position with an impact similar to that of the existing finance leases (depreciation of the right-of-use asset and a finance cost for the amortised cost of the liability will be recognised). |
1 January 2019 | |
| Amendments and interpretation!;: | |||
| Amendments to IFRS 9. Prepayment Features with Negative Compensation (issued in October 2017). |
These amendments allow measurement of instruments certain financial with prepayment features at amortised cost permitting the payment of an amount that is substantially less than the unpaid amounts of principal and interest. |
1 January 2019 |
10
| IFRIC 23, Uncertainty Over Income Tax Treatments (issued in June 2017) |
This interpretation clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over the acceptability of a particular tax treatment used by the entity under tax law. |
1 January 2019 |
|---|---|---|
| Amendments IAS 28, Long-Term to Interests in Associates and Joint Ventures (issued in October 2017). |
These amendments clarify that [FRS 9 should be applied to long-term interests in an associate or a joint venture if the equity method is not applied. |
1 January 2019 |
| Not yet approved for use in the European Union: | ||
| New standards | ||
| IFRS 17, Insurance Contracts (issued in May 2017) |
Supersedes IFRS 4. Establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts. The objective is to ensure that an entity provides relevant information that faithfully represents those contracts, which gives a basis for users to assess the effect insurance that contracts have on the financial statements. |
1 January 2021C) |
| Amendments and interpretations: | ||
| Amendments to IAS 19 — Accounting of amendments, reductions or liquidation of a defined benefit plan (issued in February 2018) |
for Addresses accounting an the amendment, curtailment or settlement of a defined benefit plan in the period. |
1 January 2019 |
| Amendments to IAS 1 and IAS 8 (issued in October 2018) |
Include recommendations for improving the disclosure requirements to help interested parties to enhance the usefulness of the disclosures for the principal users of financial statements. |
1 January 2020 |
| Improvements to IFRS 3 — Business Combinations (issued in October 2018) |
Improve the definition of a business in order to provide assistance in determining whether a business or a group of assets has been acquired. |
1 January 2020 |
| Improvements to IFRSs, 2015-2017 cycle (issued in December 2017) |
Minor amendments to a series of standards. | 1 January 2019 |
(*) The date of first-time application of this standard is being reviewed by the 1ASB, and might be delayed until 1 January 2022
The Parent's Directors have not considered the early application of the standards and interpretations detailed above and, in any event, application thereof will be considered by the Group once they have been approved, as the case may be, by the European Union.
In any case, the Parent's Directors are assessing the potential impact of applying these standards in the future and consider that their entry into force will not have a material effect on the Group's consolidated financial statements, except for the following standards, amendments and interpretations:
IFRS 16 will come into force in 2019 and will supersede IAS 17 and current related interpretations. The main new feature of IFRS 16 is that it introduces a single lessee accounting model in which all leases (with certain limited exceptions) will be recognised in the statement of financial position with an impact similar to that of the existing finance leases (amortisation of the right-of-use asset and a finance cost for the amortised cost of the liability will be recognised).
The Group has performed an analysis to assess the total effect that application of !FRS 16 will have on the consolidated financial statements in 2019_ IAS 17 does not require the recognition of any right-of-use asset or liability for future payments under these leases; however, certain information is disclosed, such as operating lease commitments, in Note 26 to the consolidated financial statements.
The Group has analysed all the leases within the scope of this standard, considering as exceptions, and consequently excluding from the scope, leases where the value of the underlying assets is lower than USD 5 thousand or considered as short term leases. The group has stablished the correspondent reporting system and controls to ensure the correct accounting treatment of leases going forward.
Also, when determining the lease term, the Group considered whether or not the agreements contain unilateral termination and/or renewal clauses that grant the Group the right to terminate the leases early or to extend them. In this connection, among other matters, the costs relating to the termination of the leases were taken into account in determining the likelihood of the renewal thereof.
The Group will apply this new standard through the modified retrospective method, i.e. retrospectively recognising the cumulative effect as an adjustment to the opening balance of equity at the date of initial application. Accordingly, the Group will not restate the 2018 figures at the date of initial application 1 January 2019, and they will continue to be presented in accordance with IAS 17. At the date of preparation of these consolidated financial statements, the impact on assets and liabilities is of EUR 162 million and EUR 181 million respectively, and an impact on equity of EUR 15 million as well as a deferred tax impact of EUR 4 million.
The companies included in the scope of consolidation in 2018 are as follows:
On 26 April 2018, the Applus Group acquired 3C Test Limited in the United Kingdom for GBP 11.3 million (EUR 13.4 million at the acquisition date). This company was integrated into the Applus+ Laboratories division.
In May 2018 the Applus Group acquired 67% of the shares of Applus Idiada Karco Engineering, L.L.C. in the United States of America for USD 5 million (EUR 4.3 million at the acquisition date). This company was integrated into the Applus+ IDIADA division.
In June 2018 the Applus Group acquired in the United States of America DatapointLabs, Lie., the parent of a group ("the Datapoint Group") which includes the subsidiaries DatapointLabs India, Inc and Matereality Lic. The Datapoint Group was acquired for USD 11.4 million (EUR 9_7 million at the acquisition date). The agreement includes an earn-out, amounting to a maximum of USD 6 million, tied to certain financial targets which the acquiree would have to achieve in 2017, 2018 and 2019. The Group considers that conditions will be met for the earn-out to amount to USD 100 thousand (EUR 85 thousand at the acquisition date) and, accordingly, this amount was considered when determining the acquisition cost. This group of companies was integrated into the Applus+ Laboratories division.
On 31 December 2018 the Applus Group acquired Talon Test Laboratories (Phoenix) inc. and Talon Test Laboratories Incorporated in the United States of America for USD 7.5 million (EUR 6.6 million at the acquisition date). These two companies were integrated into the Applus+ Energy & Industry division. The agreement includes an earn-out, amounting to a maximum of USD 1.1 million (EUR 907 thousand at the acquisition date) tied to certain financial targets which the acquiree would have to achieve in 2019, 2020 and 2021. The Group considers that conditions will be met for the earn-out to be paid and, accordingly, this amount was considered when determining the acquisition cost.
In addition to the aforementioned acquisitions, the Group made another four investments in smaller assets.
In March 2018 the Applus Group acquired all the shares of M 607 ITV, S.L. in Spain for EUR 1.5 million. The company was integrated into the Applus+ Automotive division.
On 10 April 2018, the Applus Group acquired Tramites, Informes, Seguridad y Medio Ambiente, S.L. in Spain for EUR 1.3 million. This company was integrated into the Applus+ Energy & Industry division. In addition, the agreement includes an earn-out, amounting to a maximum of EUR 2 million, tied to certain financial targets which the acquiree would have to achieve in 2018 and 2019. The Group considers that conditions will be met for the earn-out to amount to EUR 650 thousand and, accordingly, this amount was considered when determining the acquisition cost.
On 11 July 2018, the Applus Group acquired MacCormack Calibracion, S.L. in Spain for EUR 0.8 million thousand. This company was integrated into the Applus+ Laboratories division.
In July the Applus Group acquired Technical Inspection Services, Ltd. in the United Kingdom for GBP 1.2 million (EUR 1.3 million at the acquisition date). This company was integrated into the Applus+ Energy & Industry division.
| 3C Test Limited. |
Applus ldiada Karco Engineering, LLC. |
Datapointlabs Group |
Talon (\$) | M 607 1 i V, S.L. |
Tramites, informes, seguridad y medio ambiente, S.L. |
Maccormak CalibraciOn, S .L |
i Technical Inspection Services, Ltd. |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Non- current assets | , 1,182 |
269 | 125 | 1,783 | 435 | 49 | 67 | 206 | 4,116 |
| Trade and other receivables | 985 | 782 | 1,162 | 246 | 23 | 157 | 122 | 180 | 3,657 |
| Cash and cash equivalents | 1,294 | 21 | 904 | 21 | (23) | 1 | 189 | 335 | 2,742 |
| Non- current liabilities | (171) | - | - | (567) | (30) | (21) | (27) | (816) | |
| Current liabilities | (566) | (432) | (1,434) | (97) | (28) | (105 1 | 371 | (84) | (2,783) |
| r Value of assets and liabilities acquired | 2,724 | 640 | 757 | 1,953 | (160) | 72 | 320 | 610 | 6,916 |
| % of ownership | 100% | 67% | 100% | 100% | 100% | 100% | 100% | 100% | |
| Value of assets and liabilities acquired after minorities |
2,724 | 429 | 757 | 1,953 | (160) | 72 | 320 | 610 | 6,705 |
| Acquisition cost | 13,387 | 4,574 | 10,320 | 8,001 | 1,497 | 1,298 | 770 | 1,314 41,161 , |
|
| Goodwill (Note 4) | 10,663 1 |
3,9341 | 9,563 | 6,048 | 1,657 | 1,226 | 450 | 704 | 34,245 |
(*) Talon Test Laboratories (Phoenix) Inc. and Talon Test Laboratories Incorporated
On 17 September 2018, Velosi Industries SDN B1-10 sold all the shares of Velosi Asset Integrity Limited for USD 17.9 million (EUR 15.4 million), which did not have a material effect on the Group's consolidated statement of profit or loss.
On 30 November 2018, Velosi Europe Limited sold 60% of the shares held by the Group in Intec (UK) Ltd for GBP 2.0 million (EUR 2.2 million), which did not have a material effect on the Group's consolidated statement of profit or loss.
The companies included in the scope of consolidation in 2017 are as follows:
At the beginning of November 2017 the Applus Group acquired 80% of the share capital of Inver;iones Finisterre, S.L. through its subsidiary Applus Iteuve Galicia, S.L.U.
Inversiones Finisterre, S.L. is the parent of a group of companies ("the Finisterre Group") which includes the subsidiary Supervision y Control, S.A.U. in Galicia (North-West Spain) owned 100%, and the Costa Rican subsidiaries Riteve SyC, S.A., and Inspecciones y AvalOos, S.A., owned 55%, respectively, which are specialised in vehicle roadworthiness testing. These companies were integrated into the Applus+ Automotive division.
The detail of the net assets acquired and of the goodwill generated by the acquisition of the Finisterre Group at the acquisition date is as follows in thousands of euros:
| Inversi ones Finisterre Group |
|
|---|---|
| Non-current assets | 104,970 |
| Trade and other receivables | 2,555 |
| Cash and cash equivalents | 7,653 |
| Non-current liabilities | (30,399) |
| Current liabilities | (8,846) |
| Minority Interest | (4,536) |
| 4 uired after minorities Value of assets and liabilities ac |
71,397 |
| Acquisition cost | 94,196 |
| Goodwill (see Note 4) | 22,799 |
In the provisional amounts recognised in 2017 in accounting for this business combination, the intangible assets identified relating to the administrative concessions located in Galicia and Costa Rica, which expire in 2023 and 2022, respectively, were measured at fair value in line with the projections used on their acquisition, and the related assets are returnable.
Under the framework of the transaction, the Applus Group undertook to dispose certain assets recognised at fair value under "Non-Current Assets Classified as Held for Sale" in the accompanying consolidated statement of financial position, and to transfer the considerations received as the contingent price of the transaction (not included in the cost of the business combination). Therefore, the Group registered a liability under "Other Current Liabilities" in the accompanying consolidated statement of financial position at 31 December 2017. On 28 May 2018, these assets were sold for EUR 12,265 thousand. This amount was transferred to non-controlling shareholders (Former owners of Inversiones Finisterre) through dividends (see Note 13).
In November 2018, the Group completed the valuation of the assets acquired, giving rise to a final goodwill amounting to EUR 22,929 thousand (see Note 4).
Lastly, there is a call and put option agreement for the potential acquisition of the remaining 20% of Finisterre Group from July 2022, subject to the occurrence of certain events. The Applus Group recognised a liability for the present value of the estimated amount of this option of EUR 14.2 million at the acquisition date, in accordance with IAS 32.23 (see Note 18). This amount has been discounted to net present value at 31 December 2018 to EUR 14.7 million.
In February 2017, the Applus Group acquired all the shares of Primis, S.A. (subsequently renamed Applus Uruguay, S.A.) in Uruguay, for EUR 54 thousand. This company was integrated in the Applus+ Automotive division.
In April 2017, the Applus Group acquired Emilab, S.R.L. in Spain for a fixed amount of EUR 5,249 thousand. The agreement included an earn-out tied to certain financial targets amounting to a maximum of EUR 2.4 million which the acquired company would have to achieve in 2017 and 2018. The Group considered that conditions would be met for the earn-out to amount to EUR 300 thousand and, accordingly, this amount was considered when determining the acquisition cost. The company was integrated into the Applus+ Laboratories division.
In July 2017, the Applus Group acquired AC6 Metrologia S.L.U. in Spain, for a fixed amount of FUR 2,899 thousand. This company was integrated into the Applus+ Laboratories division.
In December 2017, the Applus Group acquired Tunnel Safety Testing, S.A. in Spain, for a fixed amount of EUR 794 thousand. The company was integrated into the Applus+ Laboratories division.
The detail of the net assets and of the goodwill generated by the aforementioned acquisitions at the acquisition date is as follows (in thousands of euros):
| Emilab, S.R.L. | AC6 Metrologia, S.L.U. |
Tunnel Safety Testing, S.A. |
Total | |
|---|---|---|---|---|
| Non- current assets | 788 | 828 | 90 | 1,706 |
| Trade and other receivables | 981 | 771 | 116 | 1,868 |
| Cash and cash equivalents | 474 | 740 | 234 | 1,448 |
| Non- current liabilities | (847) | (79) | (926) | |
| Current liabilities | (629) | (197) | (127) | (953) |
| Value of assets and liabilities acquired | 767 | 2,063 | 313 | 3,143 |
| % of ownership | 100% | 100% | 94% | |
| Value of assets and liabilities acquired | 767 | 2,063A | 294 | 3,124 |
| Acquisition cost | 5,549 | 2,899 | 794 | 9,242 |
| Goodwill (_Note 4) | 4,782 | 836 | 500 | 6,118 |
The Group finalised the process to measure at fair value the assets and liabilities of Emilab, S.R.L. and AC6 Metrologia, S.L.U. in July, and those of Tunnel Safety Testing, S.A. in November.
The principal accounting policies used in preparing the Group's consolidated financial statements, in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, were as follows:
Goodwill represents the excess of the cost of the combination over the fair value of the interest in the net identifiable assets of a subsidiary, jointly controlled entity or acquired associate at the acquisition date. Goodwill relating to the acquisition of subsidiaries or jointly controlled entities is included in intangible assets and goodwill relating to the acquisition of associates is included in investments accounted for using the equity method.
The cost of a business combination is the aggregate of:
The costs incurred to issue equity or debt securities given up in exchange for the items acquired are not included in the cost of a business combination.
Also, the cost of a business combination does not include the fees paid to legal advisers and other professionals involved in the combination or, clearly, any costs incurred internally in this connection. Such amounts are charged directly to profit or loss.
If the business combination is achieved in stages and, therefore, the acquirer already held an equity interest in the acquiree immediately before the acquisition date (the date on which control is obtained), the goodwill or gain on a bargain purchase is the difference between:
Any gain or loss resulting from the remeasurement at fair value of the previously held equity interest in the acquiree at its acquisition-date fair value on the date control is obtained is recognised in the consolidated statement of profit or loss. If the investment in this investee had previously been measured at fair value, any valuation adjustments not yet recognised in profit or loss will be transferred to the consolidated statement of profit or loss. Also, the cost of a business combination is presumed to be the best reference for estimating the acquisition-date fair value of any previously held equity interest.
Goodwill arising on the acquisition of companies with a functional currency other than the euro is measured in the functional currency of the acquiree and is translated to euros at the exchange rates prevailing at the consolidated statement of financial position date.
If, exceptionally, a gain on a bargain purchase arises from the business combination, it is recognised as income in the consolidated statement of profit or loss.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete and the provisional amounts may be adjusted in the period required to obtain the necessary information. However, the measurement period shall not exceed one year from the acquisition date. The effects of the adjustments made in that period are recognised retrospectively and comparative information for prior periods must be revised as needed.
Subsequent changes in the fair value of the contingent consideration are recognised in profit or loss, unless the consideration has been classified as equity, in which case subsequent changes in its fair value are not recognised.
If, subsequent to obtaining control, there are transactions to sell or purchase the shares of a subsidiary without losing control thereof, the impacts of these transactions not leading to a change in control are recognised in equity and the amount of goodwill arising on consolidation is not adjusted.
The other intangible assets are identifiable assets without physical substance which arise as a result of a legal transaction or which are developed internally by the consolidated companies. Only assets whose cost can be estimated reasonably objectively and from which the consolidated companies consider it probable that future economic benefits will be generated are recognised.
Intangible assets are recognised initially at acquisition or production cost, which includes the allocation of the value of goodwill as a result of the business combinations, where applicable, and are subsequently measured at cost less any accumulated amortisation and any accumulated impairment losses.
Intangible assets are measured and amortised as follows:
Property, plant and equipment are recognised at acquisition or production cost.
The companies depreciate their property, plant and equipment using the straight-line method on the basis of the remaining years of estimated useful life of the various items, the detail being as follows:
| Years of estimated useful life |
|||
|---|---|---|---|
| Buildings | 20 to 40 | ||
| Plant | 3 to 12 | ||
| Machinery and tools | 3 to 10 | ||
| Furniture | 2 to 10 | ||
| Computer hardware | 4 | ||
| Transport equipment | 3 to 10 |
The assets that have to be handed over to the Government at the end of the concession term will have been fully depreciated by this date.
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment losses.
Assets held under finance leases (see Note 3.g) are recognised in the corresponding asset category and are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, over the term of the lease agreement. At 31 December 2018, "Property, Plant and Equipment" in the consolidated statement of financial position included EUR 7,989 thousand (31 December 2017: EUR 12,959 thousand) relating to assets held under finance leases.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the consolidated statement of profit or loss.
Goodwill, intangible assets with an indefinite useful life or intangible assets that cannot be used and are not amortised or depreciated, are tested for impairment annually (or more frequently, where there is an indication of a potential impairment loss). Assets that are amortised or depreciated are tested for impairment whenever an event or a change in circumstances indicates that their carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount.
Recoverable amount is the higher of fair value less costs to sell and value in use.
For the purpose of impairment loss assessment, assets are grouped at the lowest levels for which there are largely independent separately identifiable cash inflows (cash-generating units (CGUs)). The cash-generating units defined by the Group are detailed in Notes 4, 5 and 6.
Pursuant to paragraph 81 of IAS 36, when goodwill cannot be allocated to an individual cash-generating unit, it is allocated to homogeneous groups of cash-generating units that correspond to the lowest level at which the goodwill can be monitored by the Directors for internal management purposes_ In these cases, as established in paragraphs 88 and 89 of IAS 36, the individual cash-generating units are tested for impairment to assess the recoverability of the intangible assets specifically allocated to them (see Note 6). In these circumstances, impairment losses could arise on these intangible assets even though the related goodwill is not impaired.
In order to calculate the impairment test, the future cash flows of the asset analysed (or of the cashgenerating unit to which it belongs) are discounted to their present value using a discount rate that reflects market conditions and the risk specific to the asset. Where the recoverable amount of an asset is estimated to be less than its carrying amount, an impairment loss is recognised for the amount of the difference with a charge to the consolidated statement of profit or loss.
The impairment losses on non-financial assets recognised previously (other than goodwill) are reviewed for possible reversal at each reporting date. When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, without exceeding the carrying amount existing prior to the recognition of the impairment loss, less any depreciation or amortisation that should have been recognised. The reversal of an impairment loss on an asset is credited to the consolidated statement of profit or loss.
The method used by the Group to test impairment distinguishes between businesses with indefinite and definite lives. Five-year projections and a perpetuity rate of return from the sixth year are used for businesses with indefinite lives. Projections based on the actual term of the related contract are used for assets with finite lives relating to the rendering of services or concessions. In this case, the probability of their renewal was not considered in preparing the related cash flow projections.
In both cases the projections were based on reasonable and well-founded assumptions and were prepared in accordance with the Group's budget for 2019 and with the Group's strategic plan for 2020-2023 based on past experience and the best estimates available at the date on which the related impairment tests were carried out using the market information available. The projections envisage growth in volume and improvements to margins arising solely from the organic growth that the Group Executive Committee expects for the coming years. Consequently, the possible changes in the scope of consolidation that might take place in the future were not taken into account in the projection or in the impairment tests perform.
Together with the impairment test on the various cash-generating units carried out at least at each year-end, the Group also performs a sensitivity analysis of the main assumptions affecting the calculation. The main assumptions used by the Group in testing for impairment and the results of the sensitivity analysis are described in Note 6.
Following the entry into force of IFRS 9 (see Note 2.b.c), financial assets are classified into the following categories: financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income (equity) and financial assets at amortised cost.
The classification depends on the nature and purpose of the financial assets and is determined when they are initially recognised.
The Group basically holds financial assets measured at amortised cost, which give rise on specified dates to cash flows that are solely payments of principal and interest. Any financial assets from which the Group expects to collect both contractual cash flows and cash flows from their sale are measured at fair value through other comprehensive income (equity). All other financial assets are measured at fair value through profit or loss.
The effective interest method is used to measure the amortised cost of a financial instrument. The effective interest rate is the discount rate applied to the estimated future cash receipts over the expected life of the financial instrument. However, due to the nature of the assets classified under this heading, they are generally recognised on the basis of original acquisition cost because they mature in less than one year.
The Group derecognises a financial asset when the rights to the cash flows from the financial asset expire or have been transferred and substantially all the risks and rewards of ownership of the financial asset have also been transferred, such as in the case of firm asset sales and non-recourse factoring of trade receivables in which the Group does not retain any credit or interest rate risk.
However, the Group does not derecognise financial assets, and recognises a financial liability for an amount equal to the consideration received, in transfers of financial assets in which substantially all the risks and rewards of ownership are retained, such as in the case of note and bill discounting and recourse factoring.
The Group recognises impairment losses in accordance with an expected credit loss model, according to IFRS 9, for financial assets measured at amortised cost, trade receivables, or financial assets at fair value through other comprehensive income (equity). The measurement of expected credit losses is based on the probability of default, the loss given default (i.e. the magnitude of the loss if there is a predetermined value) and the exposure in the predetermined value. The Group made this estimate taking into consideration, among other matters, the diversity of its customers by type or segment (grouping them by country or geographical region, distinguishing them by sector or industry and selecting an appropriate credit spread curve for each of the financial assets), as well as a historical default analysis of the Group.
Environmental assets are considered to be assets used on a lasting basis in the operations of the Group companies whose main purpose is to minimise adverse environment effects and to protect and enhance the environment, including the reduction or elimination of the pollution caused in the future by the Applus Group's operations.
In view of the Group's business activity, at 31 December 2018 and 2017 it did not have any significant assets of this nature.
The Group has been assigned the right to use certain assets under leases. Leases that transfer substantially all the risks and rewards of ownership to the Group are classified as finance leases; otherwise they are classified as operating leases. This policy is changing as of 1 January 2019 with the new accounting standards IFRS 16 that comes into force.
At the commencement of the finance lease term, the Group recognises an asset and a liability for the lower of the fair value of the leased asset and the present value of the minimum lease payments. The initial direct costs are included as an increase in the value of the asset. The minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period in the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are recognised as an expense when it is probable that they will be incurred.
These assets are depreciated using similar criteria to those applied to the items of property, plant and equipment owned or, if shorter, over the lease term.
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, unliT some other systematic basis of allocation is more representative of the time pattern of the benefits generated.
Leases do not have grace periods or compensation clauses giving rise to a future payment obligation that could have a significant impact on these consolidated financial statements.
The Group has completed an assessment of the total effect of IFRS 16, which is to amend the existing lease accounting standard on the consolidated financial statements (see Note 2.b.d.).
Inventories are stated at weighted average cost, which comprises materials and, where applicable, direct labour costs and other costs that have been incurred in bringing the inventories to their present location and condition.
The Group assesses the net realisable value of the inventories at the end of each year and recognises the appropriate loss if the inventories are overstated. When the circumstances that previously caused inventories to be written down no longer exist or when there is clear evidence of an increase in net realisable value because of changed economic circumstances, the amount of the accrual is reversed.
Government grants related to property, plant and equipment are treated as deferred income and are taken to income over the expected useful lives of the assets concerned. In addition, the Group accounts for other grants, donations and legacies received as follows:
When preparing the consolidated financial statements the Parent's Directors make a distinction between:
Provisions:
The Group recognises a provision where it has an obligation or liability to a third party arising from past events the settlement of which will give rise to an outflow of economic benefits whose amount and/or timing are not known with certainty but can be reasonably reliably estimated. Provisions are quantified on the basis of the best information available on the event and the consequences of the event and are reviewed and adjusted at the end of each reporting period. The provisions made are used to cater for the specific risks for which they were originally recognised, and are fully or partially reversed when such risks cease to exist or are reduced.
- Contingent liabilities:
Contingent liabilities are all the possible obligations that arise from past events and whose future existence and associated loss are estimated to be unlikely. In accordance with IFRS, the Group does not recognise any provision in this connection. However, as required, the contingent liabilities are disclosed in Note 27.b.
The Group's legal advisers and Directors consider that the outcome of litigation and claims will not have a material effect on the accompanying consolidated financial statements. Provisions are recognised when the Group has a present obligation, whether legal or constructive, as a result of past events with respect to which it is more likely than not to entail an outflow of resources to settle the obligation and when the amount thereof has been estimated reliably.
Provisions are recognised when the unavoidable costs of meeting the obligations under onerous contracts exceed the benefits expected to be received thereunder.
Provisions are measured at the present value of the amount necessary to settle the obligation at the consolidated statement of financial position date based on the best estimate available.
When it is expected that a portion of the disbursement necessary to settle the provision will be reimbursed by a third party, the reimbursed amount is recognised as an independent asset, provided that receipt thereof is virtually assured.
The Group used to use financial derivatives to eliminate or significantly reduce certain interest rate and foreign currency risks relating to its assets. The Group does not use derivative financial instruments for speculative purposes.
The Group's use of financial derivatives is governed by and envisaged in its policies, which provide guidelines for their use (see Note 16).
At the end of 2018 the Group had not outstanding financial derivative products.
Under defined contribution plans, the Group pays fixed contributions into a separate entity (a fund) and the Group has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all the benefits to employees.
The Group recognises the contributions to be made to the defined contribution plans as the employees render the related services. The contributions made were recognised under ''Staff Costs" in the consolidated statement of profit or loss. The defined contribution liability is recognised as a current.
The Group has defined contribution plans mainly in the US, Canada and Australia.
All the post-employment benefit plans that may not be considered as defined contribution plans are defined benefit plans. These plans may be unfunded or wholly or partially funded by a specific fund.
The defined benefit liability recognised in the consolidated statement of financial position relates to the present value of the defined benefit obligations at the end of the reporting period which are measured annually based on the best estimate possible.
The expense or income relating to the defined benefit plans is recognised under ''Staff Costs" in the consolidated statement of profit or loss. The defined benefit liability is recognised as current or non-current based on the vesting period of the related benefits.
The Applus Group's defined benefit plans are not funded by a specific fund, except in Germany, the amount of which is not material to the Group consolidated financial statements. They relate mainly to benefits for employees in the Middle East, Italy and the Netherlands.
However, the defined benefit obligations are not material (see Note 17.a).
The Group has established, with its key personnel, specific remuneration plans based on the following characteristics:
Debts are recognised at their present value and are classified on the basis of their maturity at the reporting date, i.e. debts due to be settled within twelve months are classified as current liabilities and those due to be settled within more than twelve months are classified as non-current liabilities.
Financial liabilities are classified into the following categories: financial liabilities at fair value through profit or loss and other financial liabilities.
Other financial liabilities (including loans and trade and other payables) are recognised at amortised cost using the effective interest method. It is considered that the fair value of the financial liabilities does not differ significantly from their carrying amount.
The effective interest method is used to measure the amortised cost of a financial instrument. The effective interest rate is the discount rate applied to the estimated future cash payments over the expected life of the financial instrument. The Group recognises trade payables at their nominal value without explicitly accruing any interest, since they are due in less than one year.
The Group only derecognises financial liabilities when the related obligations are discharged or cancelled or expire. The difference between the carrying amount of the derecognised financial liabilities and the payment made is recognised in the consolidated statement of profit or loss.
The Group's presentation currency is the Euro. Therefore, all bal7inces and transactions in currencies other than the euro are deemed to be "foreign currency transactions".
Balances in foreign currencies are translated to euros in two phases:
Any resulting gains or losses are recognised directly in the consolidated statement of profit or 1411;5.
the detail of the equivalent euro value of the main assets in foreign currency held by the Group at 31 December 2018 and 2017 is as follows (in thousands of euros):
| Balances held in: | Foreign currency: |
31/12/2018 | 31/12/2017 | |
|---|---|---|---|---|
| USD | 463,884 | 433,165 | ||
| US Dollar Canadian Dollar |
CAD | 74,399 | 68,811 | |
| Pound Sterling | GBP | 54,555 | 56,501 | |
| Danish Krone | DKK | 52,987 | 53,367 | |
| Australian Dollar | AUD | 42,901 | 45,688 | |
| Chilean Peso | CLP | 39,406 | 43,197 | |
| Saudi Riyal | SAR | 28,742 | 31,776 | |
| Colombian Peso | COP | 25,259 | 29,610 | |
| Qatari Riyal | QAR | 21,953 | 18,368 | |
| Malaysian Ringgit | MYR | 17,266 | 5,259 | |
| Chinese Yuan | CNY | 16,429 | 19,292 | |
| Czech Koruna | CZK | 15,544 | 15,231 | |
| Brazilian Real | BRL | 14,902 | 15,862 | |
| Omani Riyal | OMR | 12,699 | ||
| Norwegian Krone | NOK | 11,329 | 9,957 | |
| Panamanian Balboa | PAB | 11,258 | 5,329 | |
| Indonesian Rupiah | IDR | 11,101 | 11,897 | |
| Costa Rican Colon | CRC | 10,922 | 16,158 | |
| Papua New Guinean Kina | PGK | 9,014 | 3,820 | |
| Guatemalan Quetzal | GTQ | 8,923 | 5,972 | |
| United Arab Emirates Dirham | AED | 7,733 | 16,516 | |
| Singapore Dollar | SGD | 7,381 | 8,008 | |
| Uruguayan Peso | UYU | 7,363 | 6,287 | |
| Mexican Peso | MXN | 6,194 | 6,537 | |
| Kuwait Dinars | KWD | 5,544 | 4,576 | |
| Peruvian Nuevo sol | PEN | 5,175 | 3,640 | |
| Argentine Peso | ARS | 4,713 | 7,535 | |
| Others | 19,631 | 23,212 | ||
| Total | 1,007,207 | 965,571 |
| Foreign | 2018 | 2017_ | ||||
|---|---|---|---|---|---|---|
| 1 Euro | currency: | Average rate | Closing rate | Average rate | Closing rate | |
| Danish Krone | DKK | 7.45 | 7.47 | 7.44 | 7.44 | |
| Norwegian Krone | NOK | 9.59 | 9.92 | 9.32 | 9.88 | |
| Czech Koruna | CZK | 25.63 | 25.76 | 26.34 | 25.67 | |
| United Arab Emirates Dirham | AED | 4.34 | 4.20 | 4.14 | 4.34 | |
| Canadian Dollar | CAD | 1.53 | 1.53 | 1.46 | 1.52 | |
| Singapore Dollar | SGD | 1.59 | 1.56 | 1.56 | 1.59 | |
| US Dollar | USD | 1.18 | 1.14 | 1.13 | 1.18 | |
| Papua New Guinean Kina | PGK | 3.79 | 3.72 | 3.50 | 3.71 | |
| Pound Sterling | GBP | 0.88 | 0.90 | 0.88 | 0.88 | |
| Argentine Peso | ARS | nia | 43.62 | 18.64 | 20.83 | |
| Chilean Peso | CLP | 755.63 | 785.42 | 732.01 | 734.21 | |
| Colombian Peso | COP | 3,478.26 | 3,660.32 | 3,327.79 | 3,511.24 | |
| Mexican Peso | MXN | 22.69 | 22.87 | 21.27 | 22.74 | |
| Brazilian Real | BRL | 4.30 | 4.43 | 3.60 | 3.89 | |
| Qatari Riyal | QAR | 4.31 | 4.16 | 4.14 | 4.31 | |
| Malaysian Ringgit | MYR | 4.76 | 4.75 | 4.85 | 4.83 | |
| Saudi Riyal | SAR | 4.43 | 4.27 | 4.23 | 4.44 | |
| Indonesian Rupiah | IDR | 16,778.52 | 16,501.65 | 15,060.24 | 16,077.17 | |
| Australian Dollar | AUD | 1.58 | 1.60 | 1.47 | 1.54 | |
| Peruvian Nuevo Sol | PEN | 3.88 | 3.81 | 3.67 | 3.88 | |
| Kuwait Dinars | KWD | 0.36 | 0.35 | 0.34 | 0.35 | |
| ' Guatemalan Quetzal | GTQ | 8.87 | 8.79 | 8.28 | 8.68 | |
| Chinese Yuan | CNY | 7.80 | 7.84 | 7.62 | 7.80 |
The average and closing rates used in the translation to euros of the balances held in foreign currency for years 2018 and 2017 are as follows:
In 2018 the Argentine economy was deemed to be hyperinflationary in the terms defined in IAS 29 and, therefore, the financial statements of those companies whose functional currency is the currency of a hyperinflationary economy had to be restated and updated according to local price indices, and presented in terms of the measuring unit current at the end of the reporting period. This standard was applied retrospectively from 1 January 2018.
Also, in accordance with IAS 21.42, the results and financial position (i.e. assets, liabilities, equity items, income and expenses) of the Argentine subsidiaries were translated into the Group's presentation currency (euro) at the closing rate.
The Group did not restate the comparatives for 2017, although it recognised an initial impact against reserves arising from the difference, amounting to approximately EUR 2,085 thousand positive between the value of the equity reported at the end of the previous year and the restated value for the same year of the Argentine subsidiaries. The statement of profit or loss has been impacted by the following amounts as per the application of IAS 29 and IAS 21:
Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income).
The current corporate income tax expense is the amount payable by the Group as a result of corporate income tax settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and pre-payments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current corporate income tax expense.
The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the corporate tax rates that are expected to apply in the period when the asset is realised or the liability is settled.
Deferred tax liabilities are recognised for ail taxable temporary differences, except for those associated with investments in subsidiaries, branches and associates, or with a share in a joint venture, when the Group can control when to revert the temporary difference and it is considered probable that it will not be reverted in the foreseeable future.
Deferred tax assets are recognised for temporary differences, tax credits for tax losses carryforwards and other tax credits, are only recognised if it is considered probable that the consolidated companies will have sufficient future taxable profits against which they can be utilised.
The deferred tax assets recognised are analysed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability.
Certain Group companies with registered office in Spain file consolidated tax returns as part of tax group 238/08 of which Applus Services, S.A. is the Parent.
The Group also files consolidated tax returns in other countries such as the Netherlands, Australia, the US and Germany.
In 2018 the Group adopted IFRS 15 (see Note 2.b.c). In general, the Group recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
Certain contracts such as non-destructive testing or engineering and consultancy contracts are performed as projects that envisage the use of labour and/or materials to provide one or more services requested by the customer and give rise to one or more performance obligations. To the extent that these performance obligations can be distinguished in accordance with the criteria defined in FRS 15, revenue is recognised when (or as) each performance obligation is satisfied on the basis of the costs incurred relative to total costs (input method) through the recognition of "projects in progress to be billed" (contract assets) to the extent that there is an enforceable right to payment for performance completed to date. Also, these contracts may include billings for milestones based on the satisfaction of the performance obligations, although no significant differences were identified between the price determined for each milestone and its fair value.
Additionally, revenue relating to supplier inspections, vehicle roadworthiness testing services and certifications, inter alia, is identified as arising from services provided for which there is a single performance obligation that is satisfied at a specific point in time, the price of which is determined in the contracts with customers. In general, therefore, the recognition of revenue from these activities is not complex and occurs when the aforementioned performance obligation is satisfied.
No costs incurred in winning contracts with customers were capitalised in 2018 as the related amounts were not material.
An expense is recognised in the consolidated statement of profit or loss when there is a decrease in the future economic benefit related to a reduction of an asset or an increase in a liability, which can be measured reliably. This means that an expense is recognised simultaneously to the increase of a liability or the reduction of an asset.
An expense is recognised immediately when a disbursement does not give rise to future economic benefits or when the requirements for recognition as an asset are not met.
Also, an expense is recognised when a liability is incurred and no asset is recognised, as in the case of a liability relating to a guarantee_
A discontinued operation is a business segment that has been decided to be abandoned and/or dispose of in full whose assets, liabilities and net profit or loss can be distinguished physically, operationally and for financial reporting purposes.
Pursuant to IFRS 5, the revenue and expenses of discontinued operations are presented separately in the consolidated statement of profit or loss and the net assets and net liabilities are presented separately in consolidated current assets and consolidated current liabilities, respectively, for the current period only.
The Group did not interrupt nor discontinue any significant operation in 2018 or 2017.
The Parent's Directors considered the following four operating segments and one holding in these consolidated financial statements of the Applus Group: Applus+ Energy & Industry, Applus+ Laboratories, Applus+ Automotive, Applus+ IDIADA and Other.
The Parent's Directors identified the operating segments of the Applus Group based on the following criteria:
The considerations used to identify the operating segments comply with IFRS 8.
The following terms are used in the consolidated statements of cash flows:
The share capital is represented by ordinary shares.
The costs relating to the issuance of new shares or options, net of taxes, are recognised directly in equity as a reduction of reserves.
Dividends on ordinary shares are recognised as a decrease in equity when approved by the shareholders of the Parent.
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to the Parent by the weighted average number of ordinary shares outstanding in the year, excluding the average number of shares of the Parent held.
Diluted earnings per share are calculated by dividing net profit or loss attributable to ordinary shareholders adjusted by the effect attributable to the dilutive potential ordinary shares by the weighted average number of ordinary shares outstanding during the year, adjusted by the weighted average number of ordinary shares that would have been outstanding assuming the conversion of all the potential ordinary shares into ordinary shares of the Parent For these purposes, it is considered that the shares are converted at the beginning of the year or at the date of issue of the potential ordinary shares, if the latter were issued during the current year.
Acquisitions of treasury shares are recognised at acquisition cost, reducing equity until they are sold. The gains and losses obtained on the disposal of treasury shares are recognised in "Consolidated reserves" in the accompanying consolidated statement of financial position.
The detail, by cash-generating unit, of the goodwill at the end of 2018 and 2017 is as follows:
| Thousands o f Euros | ||||
|---|---|---|---|---|
| Cash-generating unit | 31/12/2018 | 31/12/2017 | ||
| i | ||||
| Auto Spain (*) | 172,629 | 170,972 | ||
| Energy & Industry Northern Europe | 102,997 | 102,303 | ||
| Energy & Industry North America | 97,758 | 89,986 | ||
| IDIADA | 60,110 | 56,229 | ||
| Energy & Industry Seameap | 42,130 | 41,831 | ||
| Laboratories | 59,483 | 37,999 | ||
| Auto Finisterre (*) | 22,929 | 22,799 | ||
| Energy & Industry Spain | 11,564 | 10,338 | ||
| Energy & Industry Latin America | 7,498 | 8,160 | ||
| Auto Denmark | 6,843 | 6,843 | ||
| Auto US (*) | 6,141 | 6,141 | ||
| Other | 1,256 | 1,260 | ||
| Total goodwill | 591,338 I I |
554,861 |
(*) Includes the aggregate business of various concessions and administrative authorisations (see Notes 3.d and 5).
The changes in 2018 and 2017 were as follows:
| Thousands of Euros |
|||
|---|---|---|---|
| Balance at 1 January 2017 | 535,481 | ||
| Changes in the scope of consolidation (Note 2.b.e.3) | 28,917 | ||
| Translation differences | (9,537) | ||
| Balance at 31 December 2017 | 554,861 | ||
| Changes in the scope of consolidation (Note 2.b.e.1) | 34,245 | ||
| Translation differences | 2,232 | ||
| Balance at 31 December 2018 | 591,338 |
The changes in the scope of consolidation in 2018 relate mainly to the acquisition of 3C Test Limited, Applus Idiada Karco Engineering, L.L.C., Datapointlabs Group, Talon Test Laboratories (Phoenix) Inc. and Talon Test Laboratories Incorporated (see Note 2.b.e.1.1).
The changes in the scope of consolidation in 2017, related mainly to the acquisition of Emilab, S.R.L., AC6 Metrologia, S.L., Finisterre Group and Tunnel Safety Testing, S.A. (see Note 2.b.e.3.1). The Group identified a new cash-generating unit in the provisional amounts recognised in accounting for the acquisition of the Finisterre Group, since its operations were managed and reported separately.
The main assumptions used in the tests to determine the impairment recognised in 2018 and 2017 are detailed in Note 6.
30
The changes in 2018 and 2017 in intangible asset accounts and in the related accumulated amortisation and impairment losses were as follows:
| 2018 - Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Balance at 1 January 2018 |
Changes in the scope of consolidation (Note 2.b.e.1) |
Additions or charge for the year |
Disposals or reductions |
Transfers | Changes in exchange rates and other |
Balance at 31 December 2018 |
|
| Cost: | |||||||
| Administrative concessions | 266,440 | - | 578 | (2,474) | 101 | (424) | 264,221 |
| Patents, licences and trademarks | 272,651 | (9) | 1 | (15) | 25 | 272,653 | |
| Administrative authorisations | 259,910 | - | - | 259,910 | |||
| Customer portfolio | 170,817 | 501 | - | - | - | 101 | 171,419 |
| Computer software | 72,789 | (1,604) | 5,014 | (138) | 509 | 519 | 77,089 |
| Goodwill acquired | 17,890 | 176 | - | - | - | (198) | 17,868 |
| Asset usage rights | 72,442 | - | - | 72,442 | |||
| Other | 39,613 | 188 | 4,670 | (11) | (917) | 43 I | 43,586 |
| Total cost | 1,172,552 | (748) | 10,263 | (2,638) | (307) | 66 | 1,179,188 |
| Accumulated amortisation: | |||||||
| Administrative concessions | (133,703) | (25,154) | 2,242 | 396 | (156,219) | ||
| Patents, licences and trademarks | (110,760) | 9 | (12,564) | 15 | - | (29) | (123,329) |
| Administrative authorisations | (96,608) | - | (15,838) | - | - | (112,446) | |
| Customer portfolio | (87,983) | (6,937) | (60) | (94,980) | |||
| Computer software | (57,826) | 599 | (5,878) | 137 | (398) | (63,366) | |
| Goodwill acquired | (78) | - | - | - | - | 1 | (77) |
| Asset usage rights | (39,579) | - | (2,485) | 6 | (42,058) | ||
| Other | (26,236) | (19) | (3,657) | (18) | (41) | (29,970) | |
| Total accumulated amortisation | (552,773) | 589 | (72,513) | 1 2,395 |
(12) | (131) | (622,445) |
| Total impairment losses | (37,882) | - | - | - | (37,882) | ||
| Total net value | 581,897 | (159) | (62,250) | (243) | (319) | (65) | 518,861 |
| 2017 - Thousands of Luros | |||||||
|---|---|---|---|---|---|---|---|
| Balance at 1 January 2017 |
Changes in the scope of consolidation (Note 2.b.e.3) |
Additions or I charge for the year |
Disposals or reductions |
Transfers | Changes in exchange rates and other |
Balance at 31 December 2017 |
|
| Cost: | 4 | ||||||
| Administrative concessions | 112,165 | 152,868 | 772 | (161) | 1,115 | (319) | 266,440 |
| Patents, licences and trademarks | 272,725 | - | 19 | (92) | 272,651 | ||
| Administrative authorisations | 259,910 | - | - | (5) | - | - | 259,910 |
| Customer portfolio | 174,890 | 17 | (315) | - | (3,775) | 170,817 | |
| Computer software | 67,122 | 1,268 | 7,280 | (1,957) | 959 | (1,883) | 72,789 |
| Goodwill acquired | 18,768 | - | 168 | - | - | (1,046) | 17,890 |
| Asset usage rights | 72,960 i |
- | (518) | - | 72,442 | ||
| Other | 35,936 | 1,490 | 4,380 | (16) | (2,060) | (117) | 39,613 |
| Total cost | 1,014,476 | 155,647 | 12,600 | (2,972) | 33 , | (7,232) | 1,172,552 |
| Accumulated amortisation: Administrative concessions Patents, licences and trademarks Administrative authorisations Customer portfolio Computer software Goodwill acquired Asset usage rights Other |
(71,200) (98,263) (80,770) (78,214) (54,397) (78) (37,619) (22,496) ; |
(53,146) (1) - - (1,020) - - (286) |
(9,364) (12,574) (15,838) (10,815) (5,601) (2,489) (3,861) |
- - 315 1,907 - 530 8 |
- - - - - - 269 |
7 78 - 731 1,285 - (1) 130 |
(133,703) (110,760) (96,608) (87,983) (57,826) (78) (39,579) (26,236) |
| Total accumulated amortisation | (443,037) | (54,453) | (60,542) | 2,760 | 269 | 2,230 | (552,773) |
| Total impairment losses | 37,882 | - | - | (37,882) I |
|||
| Total net value | 533,557 | 101,194 | (47,942) r | (212) | 302 _ | (5,002) _ | 581,897 |
The detailed of the net assets acquired in the different business combinations of Applus Group are as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31/12/2018 | 31/12/2017 | ||
| Administrative authorisations | 259,910 | 259,910 | |
| Trademarks | 254,622 | 254,624 | |
| Administrative concessions | 193,510 | 193,510 | |
| Customer portfolio | 170,902 | 170,800 | |
| Rights of use | 57,516 | 57,515 | |
| Trademark licence agreement | 16,939 | 16,939 | |
| Databases | 273 | 273 | |
| Total allocation of goodwill to assets | 953,672 | 953,571 |
In 2018, the amortisation charge associated with these revalued assets recognised in the accompanying consolidated statement of profit or loss amounted to EUR 59,163 thousand (2017: EUR 50,123 thousand).
The most significant assumptions used to measure at fair value the assets identified in the business combinations were as follows:
The main intangible assets are as follows:
Administrative authorisations and concessions:
The administrative authorisations relate to vehicle roadworthiness testing services, managed solely by the Group, in Spain (Catalonia) and Finland. In the case of Spain the cost of the authorisation is depreciated over its useful life until 2035 (see Note 27.b). In the case of Finland, although the administrative authorisation has an indefinite useful life, it is estimated that the economic value of this authorisation will be recovered in ten years and, therefore, it is being amortised over this period, until 2020.
Administrative concessions includes mainly the operating rights for vehicle roadworthiness testing facilities for a specified period of time. At 31 December 2013, the Applus Group was managing various administrative concessions relating to vehicle roadworthiness testing services, mainly in the US, Spain (Alicante, Aragon, Galicia and the Basque Country), Ireland, Argentina, Chile and Costa Rica. These administrative concessions, which are amortised on the basis of their useful life, expire on various dates until 2027.
Each concession or authorisation is granted through tender specifications or a regulatory agreement. A tender specification or agreement is commonly used for each Autonomous Community in the case of Spain, or at state level in the case of the US.
For the specific case of the CGUs of Auto Spain and Auto US, even though intangible assets classified, on an individual basis, as concessions and administrative authorisations subject to impairment tests measured individually (based on Autonomous Community in Spain, and on states in the United States, respectively), the business synergies relating to the different concessions and authorisations in both countries are also taken into account. In this regard, the goodwill is allocated to the smallest identifiable group of assets that generates cash inflows that are independent of the cash inflows from other assets since, in the Applus+ Automotive segment, geographical location is taken into account as the main factor for determining CGUs, since geographical areas involve the same applicable legislation and regulations in a regulated industry, a common currency and macroeconomic variables that are closely linked to the capacity to generate economic flows and, therefore, to growth capacity. In addition, all of the authorisations and concessions managed in the various countries are unified under one single management. The purpose of this unified management is, inter alia, to manage the various risks and relationships with regulators more efficiently and in a more coordinated manner.
Patents, licences and trademarks:
"Patents, Licences and Trademarks" includes the Applus, RTD and Velosi trademarks The three trademarks are considered to have a finite useful life. The first two are being amortised over 25 years while the Velosi trademark is being amortised over 10 years. The Velosi trademark licence agreement is also being amortised over 10 years.
Customer portfolio:
The customer portfolio relates to the value of the various contracts entered into by the various Group companies. For the purposes of valuation, the probability of renewal and contract term were taken into account. The contracts are being amortised over the estimated useful life between 15 and 25 years.
Asset usage rights:
These include mainly the carrying amounts of the usage rights transferred by Laboratori General d'Assaig i Investigacio (now the Catalonia Autonomous Community Government) on the incorporation of LGAI Technological Center, S.A. and the carrying amount of the assets assigned by Institut d'Investigacid Aplicada de l'Automobil (now "Empresa de Promocio i Localitzacio Industrial de Catalunya (AVAKSA)") to IDIADA Automotive Technology, S.A., relating basically to machinery and other fixtures. These usage rights are amortised considering the useful life of the assets and the estimated useful life of the licensing agreements.
The detail, by cash-generating unit, of the intangible assets at year-end 2018 and 2017 are as follows:
| 2018 - Thousands of Euros | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Auto Spain |
Energy & Industry Northern Euro'.e |
Auto Finland |
Energy & Industry Seameaj: |
Energy & Industry North . America |
IDIADA | Energy & Industry Spain |
Laboratories | Auto US | Energy & Industry Latin America |
Auto Denmark |
Auto i inisterre |
Others | Total | |
| Cost: | ||||||||||||||
| Administrative concessions | 92,659 | - | - | 182 | 17,881 | 153,499 | 264,221 | |||||||
| Patents, licences and trademarks | 18,598 | 89,405 | 10,163 | 58,565 | 28,210 | 12,295 | 40,096 | 8,776 | 6,402 | I | - | 142 | 272,653 | |
| Administrative authorisations | 165,986 | 93,924 | - | 259,910 | ||||||||||
| Customer portfolio and other | - | 41,532 | 27,147 | 70,974 | 18,822 | 4,142 | 8,802 | - | 171,419 | |||||
| Computer software | 4,689 | 7,562 | 295 | 4,382 | 1,208 | 7,253 | 7,600 | 4,815 | 10,347 | 2,725 | 2,024 | 1,098 | 23,091 | 77,089 |
| Goodwill acquired | 7,979 | 769 | 3,539 | 3,567 | 1,381 | 265 | 368 | - | - | 17,868 | ||||
| Asset usage rights | 723 | - | 36,729 | 3 | 34,987 | 72,442 | ||||||||
| Other | i 545 |
14,912 | 796 | 248 | 169 | 18,335 | 4,076 | _ 1,1 , i | I i177 | - | IN | III, | 43,586 | |
| Total cost | 283,200 | 161,390 | 105,947 | 90,342 | 104,100 | 78,179 | 72,160 | 55,365 | 35,707 | 11,528 | 3,330 | 154,707 | 23,233 | 1,179,188 |
| Accumulated amortisation: | `- | |||||||||||||
| Administrative concessions | (70,431) | - | (182) | (11,458) | - | (74,148) | (156,219) | |||||||
| Patents, licences and trademarks | (8,250) | (35,235) | (4,163) | (32,718) | (12,506) | (5,461) | (17,891) | (3,891, | (3,071) | , , | (142) | (123,329) | ||
| Administrative authorisations | (42,503) | • | (69,943) | - | - | - | - | (112,446) | ||||||
| Customer portfolio and other | (18,413) | _ | (22,617) | (30,496) | - | (18,822) | (2,056) | (2,576) | - | - | -(94,980) | |||
| Computer software | (3,880! | (5,578) | (131) | (3,066) | (990) | (5,923) | (6,914) | (3,899) | (7,582) | (2,079) 1 | (1,973) | (926) (20,425) | (63,366) | |
| Goodwill acquired | - | (71) | (6) | - | (77) | |||||||||
| Asset usage rights | (723) | (18,504) | (3) | (22,828) | - | - | - | (42,058) | ||||||
| Other | (467) | (8,834) | (546) | (13,559) | (3,365) | (2,122) | (1,077) | - | - | - | (29,970) | |||
| Total accumulated amortisation |
(126,254) | (68,060) | (74,783) (58,401) | (43,992) | 1 | (43,447) (47,248) | (34,802) | (23,188) | (4,656) | (1,973) | (75,074) (20,567) | (622,445) | ||
| Total impairment (Note 6) | (7,051) | (16,744) | (8,115) | - | - | (5,972) _ |
, | (37,882) |
34
| 2017 - Thousands of Euros | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Auto Spain |
Energy & 1 Industry Northern 1 Europe |
Auto Finland |
Energy & Industry Seameain |
Energy & Industry North America |
LDIADA | Energy & Industry Spain |
Laboratories 1 |
Auto US | Energy & Industry - Latin America |
Auto Denmark |
Auto Finisterre |
Others | Total | |
| Cost: | ||||||||||||||
| Administrative concessions | 94,102 | 182 | - | 17,881 | 154,275 | - | 266,440 | |||||||
| Patents, licences and trademarks | 18,598 | 89,405 | 10,163 | 58,574 | 28,210 | 12,294 | 40,096 | 8,776 | 6,3 14 | 1 | 144 | 272,651 | ||
| Administrative authorisations | 165,986 | - | 93,924 | - | 259,910 | |||||||||
| Customer portfolio and other | - | 41,532 | 27,148 | 69,799 | 18,822 | 4,142 | 9,374 | - | - | 170,817 | ||||
| Computer software | 4,313 | 7,038 | 295 | 5,692 | 1,057 | 6,521 | 7,410 | 4,407 | 8,802 | 2,740 | 2,030 | 1,014 | 21,470 | 72,789 |
| Goodwill acquired | 11 1 II | 769 | 3,382 | 3,586 | 1,381 | 265 | - | 369 | 17,890 | |||||
| Asset usage rights | 723 | I | 36,729 | 3 | 34,987 | - | - | - | - | 72,442 | ||||
| Other | 544 13,482 | 684 : | 27 | 16,835 | 3,817 | 2,191 | 1,035 | 1 | 939 | 58 | 39,613 | |||
| Total cost | 284,266 | 159,595 | 105,835 | 91,441 | 102,448 | 75,965 | 71,711 | 54,768 | 34,108 | 12,116 | 3,338 | 155,347 | 21,614 | 1,172,552 |
| Accumulated amortisation: | ||||||||||||||
| Administrative concessions | (66,369) | - | - | - | - | (182) | - | (10,916) | (56,236) | - | (133,703) | |||
| Patents, licences and trademarks | (7,507) | (32,538) | (3,824) | (27,796) | (11,378) | (4,969) | (16,294) | (3,539) | (2,772) | (1) | (142) | (110,760) | ||
| Administrative authorisations | (35,239) | - | (61,369) | - | - | - | - | - | - | • | - | (96,608) | ||
| Customer portfolio and other | - | (16,752, | _ | (22,287) | (26,232) | (18,822) | (1,780) | (2,110) | - | (87,983) | ||||
| ornputer software | (3,541) | (5,030; | f 1 ,11 | (2,913) | (861) | (5,317) | (6,580) | (3,605) | (6,218) | (1,851) | (1,941) | (810) (19,140) | (57,826) | |
| Goodwill acquired | (71) | (7) | (78) | |||||||||||
| Asset usage rights | (724) | (16,834) | (3) | (22,018) | - | (39,579) | ||||||||
| Other | (413) | (7,712) | (457) | (26) | (11,622) | (3,044) | (2,000) | (959) | (3) | (26,236) | ||||
| Total accumulated amortisation |
(113,793) | (62,0321 | (65,669) | (53,022) | (38,471) | (38,742) | (44,996) | (32,949) | (20,865) | (3,965) | (1,941) | (57,046) (19,282) | (552,773) | |
| Total impairment (Note 6) | (7,051) | (16,744) (8,115) | _ | (5,972) _ |
(37,882) | |||||||||
| Total net value | 163,422 | 80,819 32,051 | 38,419 | 63,977 | 37,223 | 26,715 | 21,819 | 7,271 | 8,151 | 1,397 | 98,301 1 |
2,332 | 581,897 |
The main assumptions used in the impairment tests are detailed in Note 6.
At 31 December 2018, fully amortised intangible assets in use amounted to EUR 87,136 thousand (31 December 2017: EUR 74,360 thousand). The Group did not have any temporarily idle items at 31 December 2018 or 2017.
At 31 December 2018 and 2017, the Group had no material firm intangible asset purchase commitments.
Certain Group companies have intangible assets that must be handed over to the Government at the end of the related concession terms, without considering those arised from the business combination. The detail of the carrying amount of the assets subject to reversion at 31 December 2018 and 2017 is as follows:
35
| 2018 — Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Gross cost | Accumulated amortisation/ provisions |
Net cost | ||||
| Applus Iteuve Technology, S.L. | 6 | (6) | ||||
| Applus Iteuve Euskadi, S.A.U. | 478 | (478) | - | |||
| LGAI Technological Center, S.A. | 14,200 | (13,963) | 237 | |||
| Supervision y Control, S.A.U. | 40,170 | (34,291) | 5,879 | |||
| Riteve SvC S.A. , - |
22,138_ | (21,641) | 497 | |||
| Total | 76,992 | (70,379) | 6,613 |
| 2017 — Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Gross cost | Accumulated amortisation/ provisions |
Net cost | |||||
| Applus Iteuve Technology, S.L. | 6 | (6) | - | ||||
| Applus Iteuve Euskadi, S.A.U. | 478 | (478) | - | ||||
| LGAI Technological Center, S.A. | 14,200 | (13,954) | _46 | ||||
| SupervisiOn y Control, S.A.U. | 40,145 | (25,312) | 14,83i | ||||
| Riteve SyC, S.A. | 22,939 | (18,699) | 4,240 | ||||
| Total | 77,7681 | (58,449) | 19,319 |
Group Executive Committee reviews the business performance by business type and geographical area. As a result of these tests, no impairment losses have been recognised in 2018 and 2017.
When conducting the impairment test, the Parent's Directors considered the impact of the current economic environment and their future estimates.
The key assumptions to determine fair value that were used to test for impairment in 2018 and 2017 were as follows:
a) Perpetuity growth rate:
It was considered that the cash flows generated by each asset grow at a rate equal to the growth of each industry in the geographical area in which it operates (see following table).
The growth forecast in each industry in the geographical area in which the Group operates is estimated to be very similar to the growth rate expected in that area as the industries in which the Group operates are the most representative core industries in each area and largely determine their performance. The data were obtained from the long-term inflation projections published by the "Economist Intelligence Unit".
b) Discount rate:
The discount rates were calculated using the weighted average cost of capital (WACC) measured after tax based on the following assumptions:
The detail of the discount rate (WACC) and of the perpetuity growth rate in 2018 and 2017 by business and geographical area is as follows:
| 2018 | 2017 | |||
|---|---|---|---|---|
| Business | Discount rate after tax ("WACC") |
Discount rate considered in calculating the terminal value ("g") |
Discount rate after tax ("WACC") |
Discount rate : considered in calculating the terminal value ca |
| Auto | 6.3% - 14.0% | 1.9% - 2.9% | 5.7%- 7.4% | 1.7% - 2.3% |
| Energy & Industry | 7.5% - 11.6% | 1.9% - 3.1% | 7.0% - 11.1% | 1.7% - 3.3% |
| Laboratories | 8.0% | 2.0% | 7.7% | 1.9% |
| 11)1ADA | 9.0% | 2.0% | 9.0% | 2.0% |
| 2018 | 2017 | |||
|---|---|---|---|---|
| Country/geographical area |
Discount rate after tax ("WACC") |
Discount rate considered in calculating the terminal value ("g") |
Discount rate after tax ("WACC") |
Discount rate considered in calculating the terminal value ("g") |
| Spain Rest of Europe US and Canada Latin America |
7.5% - 8.7% 6.3% - 7.5% 7.6% - 8.2% 11.6% - 14.0% |
1.9% 1.9% - 2.1% 2.2% 2.9% - 3.1% |
7.4% - 8.1% 5.7% - 7.0% 6.5% - 7.6% 11.1% |
1.7% 1.9% - 2.0% 2.2% - 2.3% 3.1% |
EBITDA is defined as operating profit before depreciation, amortisation, tax, interests and other results (hereinafter EBITDA).
Group Executive Committee prepares and updates a Business Plan by geography and line of business. The main components of this plan are projections on operating income and expenses, investments and working capital. The Business Plan includes the 2019 budget approved by the Board of Directors of the Parent company together with the projections for 2020-2023.
In order to calculate the recoverable amount of each asset the present value of its cash flows was determined using the budget for 2019 and the Business Plan for 2020-2023 prepared by the Group Executive Committee.
The Business Plan and the projections of future periods were prepared on the basis of past experience and on the best estimates available. Consequently, sales and margins reflect best estimates available on the expected trends in the industries in which the Applus Group is present.
d) Capex, working capital, corporate income tax and other assumptions:
The only investments in assets taken into account in the projections were those involving maintenance of the current assets.
The working capital considered in the projections is a percentage of sales that is consistent with the historical figure for the last years without, in any circumstances, taking into account any significant improvements therein.
The financial projections took into account the payment of corporate income tax (or the equivalent tax in each country).
As mentioned in Note 1, the Group's main activity is the provision of services by its professional staff. The Business Plan prepared by the Group Executive Committee and approved by the Parent's Board of Directors is based on a detailed plan prepared by legal entity according to the Group strategic plan by sector and geography, considering the specific characteristics of its customers, projects and services. Due to the specific nature of the Group, the existence of multiproducts and multiservices, multiple industries and geographical areas, as well as very diverse customers in certain cases, the Group considers EBITDA to be the main key assumption for impairment test purposes_ EBITDA, together with the amortization and depreciation charge related to operations adds up to the Adjusted Operating Profit, which is the main management aggregate defined by the Group.
In the past five years, the global variances between the actual EBITDA figures and the budgeted figures were generally positive. The negative variances that arose per individual business did not exceed 10%. Therefore, a sensitivity analysis was performed, combining changes of +1- 5% and +1- 10% in EBITDA.
In addition, sensitivity to changes in the perpetuity growth rate and changes in the discount rate were taken into account, as detailed below.
If the recoverable amounts were subject to an analysis of the sensitivity of changes in the different variables; the discount rate ("WACC"), the perpetual growth rate ("g") or the cash flow projections (EBITDA), the changes, by cash-generating unit, in the Group's consolidated statement of profit or loss of 2018 (excluding the tax effect) would be as follows:
a) Change in discount rate (WACC) after tax of 0.5 or 1.0 points (thousands of euros):
| -1.0 WACC | -0.5 WACC | Cash-generating unit | +0.5 WACC | +1.0 WACC |
|---|---|---|---|---|
| 162 | 80 Auto Spain | - | - | |
| - | Auto Finisterre | - | - | |
| - | - | Auto Denmark | - | - |
| 8,115 | 5,909 Auto Finland | - | - | |
| 122 | 84 Auto US | - | - | |
| - | - | Energy & Industry Northern Europe | - | - |
| - | - | Energy & Industry North America | - | - |
| , | - | Energy & Industry Seameap i |
- | - |
| - | - | Energy & Industry Spain | - | - |
| - | - | Energy & Industry Latin America | - | - |
| - | - | IDIADA | - | - |
| - | - | Laboratories | - | - |
| 8,399 _ | 6 073 Total | - | - |
38
| +0.8 g | +0.2 g | Cash-generating unit | -0.2 g | -0.8 g |
|---|---|---|---|---|
| - | Auto Spain | - | - | |
| - | Auto Finisterre | |||
| - | - | Auto Denmark | - | |
| 7,296 | 4,440 | Auto Finland | - | |
| - | Auto US | - | ||
| - | Energy & Industry Northern Europe | |||
| - | Energy & Industry North America | - | ||
| - | Energy & Industry Seameap | - | ||
| - | Energy & Industry Spain | - | ||
| - | Energy & Industry Latin America | - | ||
| - | IDIADA | |||
| - | - | Laboratories | - | |
| 7,296 | 4,440 Total |
b) Change in the perpetuity growth rate (g) of 0.2 or 0.8 points (thousands of euros):
c) Change in EBITDA of 5% or 10% (thousands of euros):
| +10% EBITDA | +5% EBITDA | Cash-generating unit | -5% EBITDA 1 -10% EBITDA | |
|---|---|---|---|---|
| -I— | ||||
| 844 | 422 | Auto Spain | - | - |
| - | Auto Finisterre | - 1 |
- | |
| - | - | Auto Denmark | - | - |
| 5,742 | 4,692 | Auto Finland | - | - |
| 752 | 402 | Auto US | - | - |
| - | - | Energy & Industry Northern Europe | - | |
| - | - | Energy & Industry North America | ||
| Energy & Industry Seameap | - | |||
| Energy & Industry Spain | - | |||
| - | - | Energy & Industry Latin America | - | |
| - | - | IDIADA | - | - |
| - | Laboratories | - | - | |
| 7,338 | 5,516 Total |
The combined effect of these sensitivities would be similar to the aggregation of the net individual effects, except for the positive effects of applying the intangible asset impairment charge, which would only be reversed up to the limit of the amount recognised (see Note 5).
For the carrying amount to equal the recoverable amount, the extent of the impairment arising from reductions in the percentage of EBITDA, WACO after tax and the discount rate increase with respect to the cash-generating units that were not impaired in the sensitivity test previously performed, would be as follows:
39
| Cash-generating unit | EBITDA reduction which would |
WACC after tax which would |
Discount Rate (g) which would |
|---|---|---|---|
| give rise to impairment | give rise to impairment | !-_!iye rise to impairment | |
| Auto Spain | 29.6% | 10.7% | < 0% |
| Auto Finisterre | 53.2% | 22.1% 24.5% |
< 0% < 0% |
| Auto Denmark Auto Finland |
79.9% 17.3% |
7.9% | 0.7% |
| Auto US | 22.0% | 11.3% | < 0% |
| Energy & Industry Northern Europe | 14.0% | 8.9% | < 0% |
| Energy & Industry North America | 11.6% | 9.4% | < 0% |
| Energy & Industry Seameap | 20.3% | 12.1% | < 0% |
| Energy & Industry Spain | 57.5% | 25.5% | < 0% |
| Energy & Industry Latin America | 12.4% | 13.6% | < 0% |
| IDIADA | 12.7% | 15.3% | < 0% |
| Laboratories | 27.7% , |
13.8% | < 0% |
The Parent's Directors consider that, in view of the current margins, any possible negative impact in the Group activity would not significantly affect the impairment of the net assets associated with any cash-generating unit.
The changes in 2018 and 2017 in the various property, plant and equipment accounts and in the related accumulated depreciation and provision were as follows:
| 2018 - Thousands of Euros | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2018 |
Changes in the scope of consolidation (Note 2.b.e.1) |
Additions or charge for the year |
Disposals or reductions |
Transfers | Changes in exchange rates and other |
Balance at 31 December 2018 |
||||
| Cost: | ||||||||||
| Land and buildings | 157,579 | 929 | 3,108 | (1,980) | 6,549 | 4,387 | 170,572 | |||
| Plant and machinery | 262,054 | 5,900 | 15,348 | (2,602) | 9,944 | 1,669 | 292,313 | |||
| Other fixtures, tools and furniture | 71,896 | (26) | 1,224 | (1,117) | 132 | 370 | 72,479 | |||
| Other items of property, plant and equipment | 72,503 | 5,674 | 3,975 | (1,353) | (548) | 1,867 | 82,118 | |||
| Advances and property, plant and equipment in progress |
21,502 | 64 | 17,417 | (1,458) | (15,365) | (2) | 22,158 | |||
| Grants | (714) | - | - | 15 | - | 1 | (698) | |||
| Total cost | 584,820 | 12,541 | 41,072 | (8,495) | 712 | 638,942 | ||||
| Accumulated depreciation: | ||||||||||
| Land and buildings | (62,437) | (387) | (5,453) | 890 | 722 | (69,935) | ||||
| Plant and machinery | (182,007) | (3,539) | (20,794) | 1,743 | (1,961) | (207,940) | ||||
| Other fixtures, tools and furniture | (56,546) | 65 | (2,978) | 901 | (21) | (58,909) | ||||
| Other items of property, plant and equipment | (71,486) | (3,483) | (3,596) | 30 | 867 | (79,484) | ||||
| Total accumulated depreciation | (372,476) | (7,344) | (32,821) | 3,564 | (393) | (6,798) | (416,268) | |||
| Total impairment | (1,948) | (1,000) | 848 | - | - | (2,100) | ||||
| Total net value | 210,396 | 5,197 | 7,251 | (4,083) | 319 | 1,494 | 220,574 |
| 2017 - Thousands of Euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance at I January 2017 |
Changes in the scope of consolidation (Note 2.b.e.3) |
Additions or charge for the year |
Disposals or reductions |
Transfers i |
Changes in exchange rates and other |
Balance at 31 December 2017 |
|||
| Cost: | |||||||||
| Land and buildings | 168,860 | 2,819 | 1,522 | (13,710) | 6,470 | (8,382) | 157,579 | ||
| Plant and machinery | 251,807 | 3,429 | 19,557 | (5,426) | 4,325 | (11,638) | 262,054 | ||
| Other fixtures, tools and furniture | 70,882 | 333 | 3,439 t | (1,110) | 430 | (2,078) | 71,896 | ||
| Other items of property, plant and equipment | 76,877 | 1,639 | 5,468 | (5,852) | 226 | (5,855) | 72,503 | ||
| Advances and property, plant and equipment in progress |
17,611 | 49 | 16,620 | (27) | (11,689) | (1,062) | 21,502 | ||
| Grants | (564) | - | 9 | (159) | (714) | ||||
| Total cost | 585,473 | 8,269 | 46,615 ,1 /4 |
(26,284) | (238) | (29,015) | 584,820 | ||
| Accumulated depreciation: | |||||||||
| Land and buildings | (61,528) | (231) | (4,668) | 1,964 | (19) | 2,045 | (62,437) | ||
| Plant and machinery | (173,046) | (2,502) | (19,734) | 4,939 | (54) | 8,390 | (182,007) | ||
| Other fixtures, tools and furniture | (55,262) | (281) | (3,219) | 1,022 | 12 | 1,182 | (56,546) | ||
| Other items of property, plant and equipment | (76,641) | (1,039) | (6,218) | 7,256 , |
(3) | 5,159 , |
(71,486) | ||
| Total accumulated depreciation | (366,477) | (4,053) | (33,839) | 15,181 | (64) | 16,776 | (372,476) | ||
| lotal impairment | (1,951) | - | 3 | - | (1,948) | ||||
| Total net value | 217,045 | 4,216 | 12,776 | (11,100) | (302) | (12,239) | 210,396 |
In 2018 the additions are related to the Group's normal course of operations.
The variations of exchange rates in 2018 have been positive. During 2017, these variations gave rise to a negative impact on the net cost of the assets, which was due mainly to changes in the exchange rate of the US dollar.
The gross value of fully depreciated items of property, plant and equipment in use at 31 December 2018 amounted to EUR 251,462 thousand (31 December 2017: EUR 218,573 thousand). The Group did not have any temporarily idle items at 31 December 2018 or 2017.
The Group has taken out insurance policies to cover the possible risks to which its property, plant and equipment are subject and the claims that might be filed against it for carrying on its business activities. These policies are considered to adequately cover the related risks.
At 31 December 2018 and 2017, the Group did not have any significant firm property, plant and equipment purchase commitments.
No borrowing costs had been capitalised to property, plant and equipment at the end of 2018 and 2017 and no disbursements made or advances granted at 31 December 2018 or 2017.
Certain Group companies have property, plant and equipment items that must be handed over to the Government at the end of the related concession term. The detail of the net cost of the assets subject to reversion at 31 December 2018 and 2017 is as follows:
41
| 2018 - Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Gross cost | Accumulated depreciation/ Impairment |
Net Cost | ||||
| 1DIADA Automotive Technology, S.A. | 63,520 | (34,071) | 29,449 | |||
| Applus Iteuve Technology, S.L.U. | 43,841 | (40,006) | 3,835 | |||
| Applus Uruguay, S.A. (previously named Primis, S.A.) | 6,205 | (388) | 5,817 | |||
| Applus Iteuve Euskadi, S.A.U. | 2,344 | (1,979) | 365 | |||
| Total | 115,910 | (76,444) | 39,466 |
| 2017 - Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Gross cost | Accumulated depreciation/ Impairment |
Net Cost | ||||
| IDIADA Automotive Technology, S.A. | 54,357 | (28,587) | 25,770 | |||
| Applus Iteuve Technology, S.L.U. | 44,678 | (39,856) | 4,822 | |||
| Applus Uruguay, S.A. (previously named Primis, S.A.) | 2,276 | - | 2,276 | |||
| Applus Iteuve Euskadi, S.A.U. | 2,246 | (1,902) | 344 | |||
| Total | 103,557 | (70,345) | 33,212 |
The detail of the main assets held by the Group under finance leases at 31 December 2018 and 2017 is as follows:
| 2018 —Thousands of Euros , |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Lease payments paid 2018 |
Lease payments outstanding |
2019 r |
2020 | 2021 | 2022 | Others | Value of purchase option |
||
| Plant and machinery | 71 | 164 | 61 | 54 | 42 | 7 | - | 3 | |
| Transport equipment | 322 | 195 | 161 | 21 | 9 | 4 | |||
| Other items of property, plant and equipment | 24 | 105 | 24 | 18 | 21 | 21 | 21 | - | |
| Total assets held under finance lease | 417 | i 464 |
246 | 93 | 72: | 32 | 21 | 3 |
| 2017 — Thousands of Euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Lease payments paid 2017 |
Lease I payments ' outstanding : |
2018 | 2019 ' |
T 2020 |
2021 • |
Others | Value of purchase option |
||
| Land and buildings | 107 | 1,168 | 161 | 168 | 175 | 184 | 480 | ||
| Plant and machinery | 10 | 16 | 9 | 7 | - | - | - | 5 | |
| Computer hardware | 156 | 136 | 136 | - | - | - | 17 | ||
| Transport equipment | 469 | 588 | 363 | 164 | 49 | 12 | - | ||
| Other items of property, plant and equipment | 7 | 42 | 9 | 0 | 9 | 9 | 61 | - | |
| Total assets held under finance lease | 749 1 | 1,950 | 678 | 348 | 233 | 205 | 486 | 22 |
At 31 December 2018 and 2017, no significant property, plant and equipment were subject to restrictions or pledged as security for liabilities.
42
The changes in the various non-current financial asset accounts in 2018 and 2017 have been as follows:
| 2018 — Thousands of Euros | |||||
|---|---|---|---|---|---|
| Balance at 1 January 2018 |
Additions or charge for the year |
Disposals,Change transfers or dividend distribution |
in exchange rate |
Balance at 31 December 2018 |
|
| Non-current receivables Deposits and guarantees Inlpairment |
1,950 7,440 (600) |
16,884 3,231 - |
(78) (1,187) |
12 (132) |
18,768 9,352 (600) |
| Total | 8,790 | 20,115 | 1,1,2651 | (120) | 27,520 |
| 2017 — Thousands of Euros | |||||
|---|---|---|---|---|---|
| Balance at 1 January 2017 |
Additions or charge for the year |
Disposals, transfers or dividend distribution |
Change in exchange rate |
Balance at 31 December 2017 |
|
| Non-current receivables | 1,272 | 997 | (322) | 3 | 1,950 |
| Deposits and guarantees | 7,928 | 1,222 | (1,244) | (466) | 7,440 |
| Impairment | (600) | - | - | (600) | |
| Total | 8,600 | 2,219 | (1,566) | t463) | 8,790 |
At 31 December 2018, "Non-Current Receivables" included EUR 12 million relating to the consideration received for the sale of shares in Velosi Asset Integrity Limited.
The aforementioned financial assets are measured at amortised cost as indicated in Note 3.e.
At 31 December 2018, "Deposits and Guarantees" included EUR 4.4 million (2017: EUR 3.0 million) relating to restricted cash deposits to secure certain contracts entered into.
The detail of the Group's inventories at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31/12/2018 | 3 1/12/2017 |
||
| Goods held for resale | 7,535 | 7,655 | |
| Raw materials and other supplies | 605 | 491 | |
| Total inventories | 8,140 | 8,146 |
These inventories relate mainly to X-Ray material used in non-destructive testing by the Applus+ Energy & Industry division, reagents, fungibles and chemical compounds used in laboratory or field tests by the Applus+ Laboratories division and spare parts and items used at the vehicle roadworthiness testing centres of the Applus+ Automotive division.
Obsolete, defective or slow-moving inventories are reduced to realisable value.
The Group estimates that the inventories will be realised in less than twelve months.
The Group does not recognise any inventory write-downs since inventories are derecognised when they are defective or obsolete.
The detail of these current asset headings in the accompanying consolidated statement of financial position as at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 31/12/2018 | 31/12/2017 1 |
|
| Trade receivables for sales and services | 298,910 | 282,339 |
| Work in progress | 103,081 | 90,274 |
| Provision for doubtful debts | (27,573) | (29,365) |
| Trade receivables for sales and services | 374,418 | 343,248 |
| Trade receivables from related companies (Note 28) | 72 | 3,969 |
| Other receivables | 9,505 | 12,567 |
| Other accounts receivable from public authorities | 7,008 | 8,111 |
| Total trade and other receivables | 391,003 | 367,895 |
The Group's average collection period for services rendered was 49 days in 2018 (2017: 50 days).
The Group does not charge interest on receivables maturing within one year. The fair value and the nominal value of these assets do not differ significantly.
The detail of the age of the debt under ''Trade Receivables for Sales and Services" is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31/12/2018 | 31 /12/2017 | ||
| Not due | 189,543 | 166,440 | |
| 0-30 days | 46,431 | 39,972 | |
| 31-90 days | 22,719 | 27,535 | |
| 91-180 days | 10,954 | 16,112 | |
| 181-360 days | 7,720 | 10,989 | |
| More than 360 da IS | 21,543 | 21,291 | |
| Total trade receivables for sales and services | 298,910 | 282,339 | |
| Provision for doubtful debts | (27,573) | (29,365) | |
| Total trade receivables for sales and services, net | 271,337 L | 252,974 |
"Work in progress" relates to the valuation at the selling price of completed units of output not yet certified and pending to be billed to customers, for which the Parent's Directors considers that there is reasonable assurance of their billing (see Note 3.q).
The Group's main financial assets are cash and cash equivalents, trade and other receivables and investments, which represent the Group's maximum exposure to credit risk in relation to its financial assets.
The Group's credit risk is therefore mainly attributable to its trade receivables, The amounts presented in the consolidated statement of financial position are net of allowances for doubtful debts, estimated by Group Executive Committee based on prior experience and its assessment of the current economic environment,
The Group does not have a significant concentration of credit risk, with exposure spread over a large number of customers, divisions, markets and geographical areas.
However, the Group's Finance Management considers credit risk to be key to day-to-day management of the business and focuses its efforts on controlling and supervising receivables and doubtful debts.
The Group has established a customer acceptance policy based on the periodic evaluation of liquidity and solvency risks and the establishment of credit limits for its debtors. The Group also periodically analyses the age of its trade receivables in order to cover possible bad debts.
The changes in "Allowance for Doubtful Debts", in accordance with the expected credit loss model, in 2018 and 2017 were as follows:
| Thousands of Euros |
|
|---|---|
| Balance at 1 January 2017 | 29,267 |
| Additions | 9,260 |
| Amounts used | |
| Disposals | |
| Effect of exchan1e rate changes | |
| Balance at 31 December 2017 | 29,365 |
| Impact IFRS 9 (see Note 2.b.c) | 6,033 |
| Balance at 1 Januari. 2018 | 35,398 |
| Additions | 7,235 |
| Amounts used | (8,130) |
| Disposals | (7,438) |
| Effect of exchange rate changes | 508 |
| Balance at 31 December 2018 | 27,573 |
In 2018 the Group has derecognised EUR 7,438 thousand of provisioned accounts receivable (2017: EUR 3,617 thousand) as they have been considered to be uncollectible.
At 31 December 2018, the amount included as short-term deposits and guarantees amounting to EUR 2,269 thousand (31 December 2017: EUR 4,239 thousand) and other financial assets of EUR 7,429 thousand (31 December 2017: EUR 20,607 thousand), whose conversion to cash is expected to be within 12 months.
At 31 December 2018 and 2017, the amount classified as "Cash and Cash Equivalents" in the accompanying consolidated statement of financial position related in full to cash, and to financial assets readily convertible into known amounts of cash subject to an insignificant risk of change in value and maturity less than 3 months.
The aforementioned financial assets are measured at amortised cost as indicated in Note 3.e.
At 31 December 2016, the Parent's share capital was represented by 130,016,755 fully subscribed and paid-up common shares of EUR 0.10 par value each.
On 28 September 2017, the Parent's share capital was increased by EUR 1,300 thousand through the creation of 13,001,675 new shares of EUR 0.10 par value each and with a share premium of EUR 135,866 thousand at EUR 10.45 per share. The capital increase was carried out by means of monetary contributions for the full amount which totaled EUR 137,166 thousand.
The expenses incurred in relation to the capital increase carried out in 2017 amounted to EUR 1,717 thousand, net of the tax effect, and were recognised with a charge to reserves.
Therefore, at 31 December 2018 and 2017, the Parent's share capital is represented by 143,018,430 fully subscribed and paid-up common shares of EUR 0.10 par value each.
As per the notifications submitted to the Spanish National Securities Market (CNMV), the shareholders owning significant direct or indirect interests in the share capital of the Parent representing more than 3% of the total share capital as of 31 December 2018, were as follows:
| % share | |
|---|---|
| Southeastern Concentrated Value Limited | 5.073% |
| River & Mercantile Group P.L.0 | 5.048% |
| Threadneedle Asset Management Limited | 4.993% |
| Norges Bank | 4.983% |
| Eleva Capital SAS | 3.018% |
| DWS Investment GmbH | 3.017% |
The Parent's Directors are not aware of any other ownership interests of 3% or more of the share capital or voting rights of the Parent, or of any lower ownership interests that might permit the holder to exercise a significant influence over the Parent.
Under the Spanish Companies Act, 10% of net profit for each year must be allocated to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount, except for that, and until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.
At the end of 2018 the balance of this reserve amounts to EUR 2,860 thousand and it had reached the legally required minimum (EUR 2,600 thousand at the end of 2017).
At 31 December 2018 and 2017, the share premium reserves amounted to EUR 449,391 thousand and it is fully available.
The Spanish Companies Act allows to use the share premium reserves balance to increase capital and it does not establishes specific restrictions about the availability of that balance.
At 31 December 2018, the Groui holds a total of 283,400 treasury shares at an average cost of EUR 12.01 per share. The value of these treasury shares totalled EUR 3,405 thousand, which is recognised under "Treasury Shares" in the accompanying consolidated statement of financial position as at 31 December 2018 (see Note 3.x).
At 31 December 2017, the Group holds a total of 112,744 treasury shares at an average cost of EUR 10.52 per share. The value of these treasury shares totalled EUR 1,186 thousand, which is recognised under "Treasury Shares" in the accompanying consolidated statement of financial position as at 31 December 2017 (see Note 3.x).
In March 2018 the Group delivered to, Senior Executives and certain executives a total of 124,344 shares, (577,706 shares in 2017) in accordance with the incentives plan granted (see Notes 19 and 29).
The profit per share is calculated on the basis of the profit attributable to the shareholders of the Parent divided by the average number of ordinary shares outstanding in the year. At 31 December 2018 and 2017 the profit per share is as follows:
| 2018 | 2017 | |
|---|---|---|
| Number of shares | 143,018,430 | 143,018,430 |
| Average number of shares | 143,018,430 | 133,267,174 |
| Net consolidated profit attributable to the Parent (thousands of euros) | 41,208 | 35,582 |
| Number of treasury shares | 283,400 | 112,744 |
| Number of shares in circulation | 142.735.030 | 142.905.686 |
| Total number of shares | 143,018,430 | 143,018,430 |
| Profit per share (in euros per share) | ||
| - Basic | 0.288 | 0.267 |
| - Diluted | 0.288 | 0.267 |
There are no financial instruments that could dilute the profit per share.
The detail of "Foreign currency translation reserve" in the consolidated statement of financial position as at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 31/12/2018 | 31/12/2017 | |||
| Applus+ Energy & Industry | (9,666) | (7,274) | ||
| Applus+ Laboratories Applus+ Automotive |
(395) (40,410) |
(704) (37,704) |
||
| Applus+ IDIADA Other |
15 2,377 |
332 1,615 |
||
| Total | (48,0791 | 43,735 |
47
The Group manages its capital to ensure that its subsidiaries can continue operating in accordance with the going-concern principle of accounting. The Group is also committed to maintain leverage levels that are consistent with its growth, solvency and profitability objectives.
The data relating to the financial leverage ratios at the end of 2018 and 2017 are as follows:
| Thousands of Euros | ||
|---|---|---|
| 31/12/2018 | 31/12/2017 | |
| Bank borrowings (Note 14) | 616,444 | 626,904 |
| Other financial liabilities (Note 15) | 24,532 | 27,349 |
| Current financial assets (Note 11) | (9,698) | (24,846) |
| Cash and cash equivalents | (132,318) | (129,211) |
| Net financial debt | 498,960 | 500,196 |
| Total equity | 810,916 | 794,963 |
| Leverage (Net financial debt / Net debt + Equity) | 38% | 39% |
"Non-controlling interests" in the accompanying consolidated statement of financial position reflects the equity of the non-controlling shareholders in the consolidated companies. Also, the balance of "Profit Attributable to Non-Controlling Interests" in the accompanying consolidated statement of profit or loss reflects the share of these non-controlling interests in the consolidated profit or loss for the year.
The detail of the non-controlling interests of the fully consolidated companies in which ownership is shared with third parties in 2018 and 2017 is as follows:
| 2018 - Thousands of. Euros | |||
|---|---|---|---|
| Share capital and reserves |
Profit (Loss) |
Total | |
| LGAI Technological Center, S.A. subgroup | 14,436 | 1,204 | 15,640 |
| IDIADA Automotive Technology, S.A. subgroup | 8,129 | 4,683 | 12,812 |
| Arctosa Holding B.V. subgroup | 201 | (91) | 110 |
| Velosi s.a r.l. subgroup | 11,892 | 4,929 | 16,821 |
| Apylus Iteuve Technology, S.L.U. subgroup | 1,038 | 8,261 | 9,299 |
| Total non-controlling interests | 35,696 | 18,986 | 54,682 |
| 2017 - Thousands of Euros | |||
|---|---|---|---|
| Share capital and reserves |
Profit (Loss) |
Total | |
| LGAI Technological Center, S.A. subgroup | 14,052 | 345 | 14,397 |
| IDIADA Automotive Technology, S.A. subgroup | 7,247 | 4,262 | 11,509 |
| Arctosa Holding B.V. subgroup Velosi S.A. r.l. subgroup |
344 12,759 |
(270) 4,647 |
74 17,406 |
| Applus Iteuve Technology, S.L.U. subgroup | 6,931 | 1,040 | 7,971 |
| Total non-controlling interests | 41,333 | 10,024 | 51,357 |
| Thousands of Euros | ||
|---|---|---|
| 2018 | 2017 | |
| Beginning balance | 51,357 | 44,500 |
| Changes in the scope of consolidation (Note 2.b.e.) | (978) | 5,997 |
| Dividends (*) | (14,818) | (7,136) |
| Translation differences | 260 | (1,966) |
| Other changes | (125) | (62) |
| Profit for the year | 18,986 | 10,024 |
| Ending balance | 54,682 | 51,357 |
(*) Includes the transfer of the monetary considerations transferred to non-controlling shareholders (Former owners of inversiones Finisterre) (see Note 2.e.3.1)
The detail, by maturity, of the obligations and bank borrowings in the accompanying consolidated statement of financial position at 31 December 2018 and 2017 is as follows:
| 2018 - Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Limit | Non-current maturity | |||||||
| Current maturity |
2020 | 2021 | 2022 | 2023 onwards |
Total | |||
| Facility A "Term Loan" Facility B "Revolving Credit |
200,000 400,000 |
- | 200,000 180,000 |
200,000 180,000 |
||||
| Facility" US Private Placement lenders |
230,000 | 230,000 | 230,000 | |||||
| Accrued interests | - | 3,096 | - | - | - | - | - | |
| Debt Arrangement fees | (973) | (975) | (973) | (973) | (840) | (3.761) | ||
| Other loans | - I |
10 | - | - | - | - | ||
| Credit facilities | 125,322 | 7,604 | - | - | - | - | ||
| Obligations under finance leases | - | 246 | 93 | 72 | 32 | 25 | 222 | |
| Total | 955,322 | 9,983 | (882) | (901) | (941) 609,185 | 606,461 |
| 2017 - Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Limit | Non-current maturity | |||||||
| Current maturity |
2019 | 2020 | 2021 | 222 onw 0ards |
Total | |||
| Syndicated loan | 738,029 | 250 | 596,243 | 596,243 | ||||
| Other loans | - | 25 | 4 | - | 4 | |||
| Credit facilities | 110,792 | 28,432 | - | - | - | |||
| Obligations under finance leases | - | 678 | 348 | 234 | 205 | 485 | 1,272 | |
| Total | 848,821 | 29,385 | 352 | 596,477 | 205 | 485 | 597,519 |
On 11 July 2018, the Applus Group repaid the syndicated loan existing at the time early and entered into a new loan agreement with a syndicate of nine banks and a private placement with two US institutional investors. As a result, the Group improved the terms and conditions of the previous syndicated loan by changing, inter alia, the currencies, interest rates, maturities and lenders. These new debt contracts do not include any pledge on shares of any of the Group companies, and all previously granted share pledges have been cancelled_
In accordance with IFRS 9, the Group has therefore cancelled the original liabilities, recognised the new financial liability at amortised cost, and charged the arrangement expenses for the previous debt amounting to EUR 3,945 thousand to profit or loss account.
The consolidated Group's debt structure is composed of a portion of bank borrowings and a placement of private debt with institutional investors. The bank borrowings, supplied by nine international banks, consist of a multicurrency syndicated loan of EUR 600 million, which comprises of a Facility A "Term Loan" of EUR 200 million and a Facility B "Revolving Credit Facility" of EUR 400 million. The total amount of the private debt is EUR 230 million.
The syndicated loan bears interest at Euribor for tranches in euros and at Libor for tranches in foreign currency (currently not drawn down) plus a spread based on a leverage grid; on 31 December 2018, 1.10% for Facility A and 1.00% for Facility B.
All the tranches have a single maturity at 27 June 2023, which may be extended for a total of two additional years at the end of the first and second years.
The private placement debt is placed from two US institutional investors. The structure includes a tranche of EUR 150 million maturing on 27 June 2025 and a tranche of EUR 80 million maturing on 27 June 2028. The blended average fixed interest rate of the private placement debt is 2.03%.
The Group debt structure in 2018 and 2017 is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Tranche | Limit | Amount drawn + interest added to principal |
Maturity | |
| Facility A "Term Loan" Facility B "Revolving Credit Facility" US Private Placement lenders - 7 years US Private Placement lenders - 10 years Accrued Interests Debt arrangement expenses |
200,000 400,000 150,000 80,000 ., |
200,000 180,000 150,000 80,000 3,096 (4,734) |
27/06/2023 27/06/2023 27/06/2025 27/06/2028 |
|
| Total | 830,000 | 608,362 |
EUR 200 million of the "Facility A" tranche have been drawn down.
At 31 December 2018, EUR 180 million of the "Facility B" tranche had been drawn down.
The private placement debt has been drawn down in full; EUR 230 million.
| Thousands of Euros | ||||
|---|---|---|---|---|
| Tranche | Limit | Amount drawn + interest added to principal |
Maturity | |
| Facility Al | 478,903 | 478,903 | 26/06/2020 | |
| Facility A2 | 84,668 | 84,668 | 26/06/2020 | |
| Facility A3 | 24,458 | 24,458 | 26/06/2020 | |
| Facility B | 150,000 | - | 26/06/2020 | |
| Effect of exchange rate changes | 13,182 | |||
| Interest | 750 | |||
| Debt arrangement expenses | (4,968) | |||
| Total | 738,029 | 596,493 |
a.1) Obligations and restrictions relating to the syndicated loan and private debt
Both the new syndicated loan and the private placement debt are subject to the achievement of certain financial ratios, being the main one defined as net consolidated debt to consolidated EBITDA, that must be less than 4.0x, tested every six months at 30 June and 31 December.
At 31 December 2018, the ratio, calculated on the basis of the contractually established definitions of net consolidated debt and consolidated EBITDA, was 2.3x.
The Parent's Directors expect the financial leverage ratio covenant to be met.
The Group also has to fulfil certain obligations under the syndicated loan and the private placement agreement which relate mainly to disclosure requirements concerning its financial statements and negative undertakings to not perform certain transactions without the lender's consent, such as certain mergers or changes of business activity (see Note 27.a).
a.2) Guarantees given
None of Applus Group subsidiaries have their shares pledged to secure the financial debt.
The interest rates on the credit facilities and loans are tied to Euribor and Libor, plus a market spread.
The Group entered into a non-recourse factoring agreement to sell outstanding receivables from customers for up to a maximum of EUR 20 million bearing interest at the market rate, of which EUR 15,619 thousand had been used at 2018 year-end (2017 year-end: EUR 15,443 thousand).
2017
The detail of the main current and non-current obligations and bank borrowings at 31 December 2018 and 2017, by currency, is as follows:
| 2018 - Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Euro | US | Pound | Malaysian | Colombian | Total | ||
| dollar | sterling | ringgit | peso | Others | |||
| Facilities Agreement | 608,362 | - | - | - | - | - | 608,362 |
| Other loans | 10 | - | - | - | - | - | 10 |
| Credit facilities | 2,522 | 21 | 2 | 367 | 4,464 | 228 | 7,604 |
| Finance leases | - | 104 | 158 | - | 206 | 468 | |
| Total | 610,894 | 125 | 160 | 367 | 4,464 ' | 434 | 616,444 |
| 2017 - Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| US | Pound | Malaysian | Colombian | Others - |
Total | ||
| Euro | dollar | sterling | ringgit | peso | |||
| Syndicated loan | 475,419 | 98,376 | 22,698 | - | - | 596,493 | |
| Other loans | - | 29 | - | - | - | 29 | |
| Credit facilities | 16,258 | - | (337) | 4,984 | 7,235 | 292 | 28,432 |
| Finance leases | 8 . | 280 | - | - | - | 1,662 | 1,950 |
| Total | 491,685 | 98,656 | 22,390 | 4,984 | 7,235 | 1,954 | 626,904 |
The detail of the related headings in the accompanying consolidated statement of financial position at 31 December 2018 and 2017 is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31/12/2018 | 31/12/2017 | ||
| Payable due to reversion | 19,204 | 20,547 | |
| Other non-current financial liabilities | 5,328 | 6,802 | |
| Total other non-current financial liabilities | 24,532 | 27,349 |
"Payable due to reversion" for 2018 and 2017 includes the provisions for the guarantees covering the reversion of land on which certain vehicle roadworthiness testing centres are located in Catalonia, amounting to EUR 14,637 thousand (see Note 27.a). The payment period relating to these guarantees will not be known until the process described in Note 27.b has been completed.
"Payable due to Reversion" at 31 December 2018 also includes provisions of EUR 4,567 thousand as a result of the inclusion of the Finisterre Group in the scope of consolidation (see Note 2.b.e.1.1).
"Other financial liabilities" includes mainly various loans with favourable terms and conditions that the subsidiaries have been granted by various public bodies. These loans mature between 2019 and 2023.
The main purpose of the Group's financial risk management activity is to assure the availability of funds for the timely fulfilment of financial obligations and to protect the value in euros of the Group's economic flows and assets and liabilities.
52
This management activity is based on the identification of risks, the determination of tolerance to each risk, the analysis of the suitability of the hedging of financial risks, and the control, if applicable, of the hedging relationships established.
The Group's Policy consists on hedging all significant and intolerable risk exposures as long as there are adequate instruments for this purpose and the hedging cost is reasonable.
The Group's financial risks are managed on a single and integrated basis, which enables it to identify the existence of natural hedges between and within the various lines of business and to thus optimise the arrangement of hedges in markets. All external hedges, including those relating to subsidiaries and those arranged on their behalf, must be authorised and arranged on a centralised basis at Group level.
Following is a description of the main financial risks to which the Group is exposed and the practices established:
The increased volatility of currency markets with respect to other markets (such as the interest rate market) and the significant international activity of the Group as a long-term investor in countries outside of the Eurozone make foreign currency risk (loss of value in euros of long-term investments in countries whose currency is not the euro) a financial risk for the Group.
Normally, the operations in each of the countries where the Group operates, both income and expenses are in local currency so foreign currency risk only impacts Equity.
To manage foreign currency risk, the Group takes the following measures:
In relation to foreign currency risk, the estimated sensitivity in the Group's consolidated statements of profit or loss for 2018 and 2017 to a change of +/-5% in the exchange rates against the euro of the main currency in which the Group operates, US dollar, would entail approximately a +/-1% variation of the Group's revenues.
Interest rate risk relates to the effect on profit or loss of rises in interest rates that increase borrowing costs. Exposure to this risk is significantly mitigated by the natural hedging offered by businesses in which inflation and/or interest rates are factors which are part of the periodical tariff and price revision process. The other exposure is assessed periodically and, taking into consideration the projected interest rate fluctuations in the main borrowing currencies, the desirable fixed-rate protection levels and periods are determined. The structure thus established is achieved by means of new financing and/or the use of interest rate derivatives.
Net debt at floating rates is generally tied to Euribor for the debt in euros and to Libor for the debt in US dollars.
In addition, in order to follow Group's strategy of minimizing risks part of the new debt has been secured at a fix interest rate. Private Placement Debt represents at 31 December 2018, a 38% of total debt drawn.
The detail of the average interest rate and of the average financial debt drawn is as follows:
| 2018 | 2017 | |
|---|---|---|
| Average interest rate | 2.09% | 2.28% |
| Average financial debt drawn (thousands of euros) | 642,759 _ | 732,023 |
On the basis of the financial debt drawn, the impact on borrowing costs of a change of half a point in the average interest rate would be as follows:
| 2018 | 2017 | |||
|---|---|---|---|---|
| Change in interest rate | +0.50% | -0.50% | +0.50% | -0.50% |
| in borrowing costs (thousands of euros) Change |
2,669 | (2,669) | 3,660 | (3,660) |
Liquidity risk relates to the possibility of adverse situations in the capital markets preventing the Group from financing, at reasonable market prices, its obligations relating to both non-current financial assets and working capital requirements, or of the Group being unable to implement its business plans using stable financing sources.
The Group takes various preventative measures to manage liquidity risk:
At 31 December 2018, the Group does not have any hedging instruments arranged.
The detail of ''Non-Current Provisions" in 2018 and 2017 year end is as follows (in thousands of euros):
| 31/12/2018 | 31/12/2017 | |
|---|---|---|
| Long-term employee obligations | 11,255 | 9,662 |
| Other provisions | 12,109 | 7,596 |
| Non-Current provisions | 23,364 | 17,258 |
The changes in "Non-Current Provisions" in 2018 and 2017 are as follows:
| Thousands of Euros |
|
|---|---|
| Balance at 1 Januar, 2017 | 16,928 |
| Changes in the scope of consolidation (Note 2.b.e) | 4,932 |
| Additions | 1,561 |
| Amounts used | (3,537) |
| Finnish Tax Audit | (1,939) |
| Effect of exchange rate changes | (687) |
| Balance at 31 December 2017 | 17,258 |
| Changes in the scope of consolidation (Note 2.b.e) | 874 |
| Additions | 6,705 |
| Amounts used | (3,226) |
| Effect of exchange rate changes | 1,753 |
| Balance at 31 December 2018 | 23 364 |
The recognised provisions constitute a fair and reasonable estimate of the effect on the Group's equity that could arise from the resolution of the lawsuits, claims or potential obligations that they cover. They were quantified by the Group Executive Committee and Committee of the subsidiaries, with the assistance of their advisers, considering the specific circumstances to each case.
Long term employee obligations contain, mainly, benefits to certain employees of the Energy & Industry Seameap cash-generating unit amounting to EUR 7,188 thousand (2017: EUR 4,972 thousand) and to employees of the Energy & Industry Northern Europe cash-generating unit amounting to EUR 1,401 thousand (2017: EUR 1,791 thousand) and to certain staff of the Finisterre cash-generating unit amounting to EUR 2,520 thousand (2017: EUR 2,355 thousand) (see Note 2.b.e.3.1).
The benefits of the Energy & Industry Northern Europe CGU relate, mainly, to the companies located in the Netherlands. These plans include the provision to pay one monthly salary payment to current employees upon completing 25 years of service and two monthly salaries payments upon completing 40 years of service.
The benefits of the Energy & Industry Seameap CGU relate, mainly, to benefits that employees from companies located in the Middle East and Italy receive at the end of their employment in Applus Group.
The benefits of the Finisterre CGU relate to benefits that the employees from companies mainly located in Spain receive at the end of their service at Applus Group.
Other provisions mainly contain:
| Thousands of Euros | ||
|---|---|---|
| 31/12/2018 | 31/12/2017 | |
| Tax risks | 3,318 | 2,118 |
| Legal contingencies | 2,929 | 2,929 |
| Other provisions | 5,862 | 2,549 |
| Total | 12,109 | 7,596 |
In 2017 the Group has paid EUR 1,980 thousand following the dismissal of the appeal filed against the Finnish Administrative Court's decision.
The tax contingencies covered by provisions are described in Note 20.f.
Legal contingencies balance has not changed during last years.
The detail of "Other Non-Current Liabilities" and "Other Current Liabilities" in 2018 and 2017 is as follows (in thousands of euros):
| 31/12/2018 | 31/12/2017 | |
|---|---|---|
| Variable price of the acquisition of ownership interest payable at long term |
17,195 | 16,265' |
| Other non-current liabilities | 19,881 | 16,769 . |
| Other non-current liabilities I k |
37,076. | 33,034 |
| Variable price of the acquisition of ownership interest payable at short term Other current liabilities |
3,166 6,463 |
13,716 7,469 |
| Other current liabilities | 9,629 | 21,185 |
| Total other liabilities | 46,705 | 54,219 |
"Variable price of the acquisition of ownership interest payable" includes the amounts payable for business combinations performed in 2018 and prior years in relation to contingency payouts and variable payouts (earn outs), which the Directors consider will comply with the related payment terms and conditions and should therefore be paid. The aforementioned amounts are classified as current and non-current in accordance with the date scheduled for their payment.
In relation to the acquisition of 80% of Inversiones Finisterre, S.L. described in Note 2.b.e.3.1, there is an agreement where a call and put options are granted for the potential acquisition of the remaining 20% of the Finisterre Group from July 2022, subject to the occurrence of certain events. The Applus Group has recognised a liability for the present value of the estimated amount of this option of EUR 14.7 million (2017: EUR 14,2 million) in "Variable price of the acquisition of ownership interest payable at long term", in accordance with IAS 32.23 (see Note 2.b.e.3.1).
"Other Current Liabilities" and "Other non-current Liabilities" include mainly other financial payables not related to bank borrowings.
The detail of trade and other payables in 2018 and 2017 is as follows:
| i | Thousands of Euros | |
|---|---|---|
| 31/12/2018 | 31/12/2017 | |
| Trade and other payables | 177,183 | 179,527 |
| Trade and other payables with related companies (Note 28.b) | 3 | 521 |
| Remuneration payable | 64,098 | 58,249 |
| Tax payable | 66,655 | 69,933 |
| Total | 307,939 | 308,230 , |
The difference between the reasonable and nominal value does not differ significantly.
The Group's average payment period in 2018 was 60 days (2017: 60 days).
"Remuneration Payable" mainly relates to ordinary remuneration payable as annual bonus, extra-pay and holidays accruals, also includes EUR 1,958 thousand (31 December 2017: EUR 1,775 thousand) relating to the variable remuneration plan comprising the annual delivery of RSUs to certain executives and employees of the Group, and EUR 1,137 thousand (31 December 2017: EUR 745 thousand) relating to the "Long-term incentive" plan, comprising the delivery of PSUs and/or RSUs to certain executives if the Group achieves certain financial targets (see Note 29).
In "Tax Payable" the Group recognised the amounts payable of value added taxes, social security taxes and personal income tax withholdings (or equivalent taxes in each country).
The Group companies with tax residence in Spain adapted their payment periods in line with Additional Provision Three "Disclosure Obligation" of Law 15/2010, of 5 July (amended by Final Provision Two of Law 31/2014, of 3 December 2014). Detailed below are the disclosures required by the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 to be included in notes to the financial statements in relation to average payment periods to suppliers in commercial transactions.
| 2018 | 2017 | ||
|---|---|---|---|
| Da)-s | Days | ||
| Average payment period to suppliers | 60 | 60 | |
| Ratio of transactions settled | 61 | 67 | |
| Ratio of transactions not yet settled | 53 | 60 | |
| Thousands of Euros | Thousands of Euros | ||
| Total payments made | 156,667 | 144,654 | |
| Total payments outstanding | 27,681 | 14,887 |
The data shown in the table above relates exclusively to the Spanish companies. The data referred to payments to suppliers relate, pursuant to the ICAC Resolution, to commercial transactions relating to goods supplied and services provided since the entry into force of Law 31/2014, of 3 December 2014.
Suppliers, solely for the purpose of disclosing the information provided for in this resolution, are considered to be trade creditors for the supply of goods and services and are included under "Current Liabilities - Trade and Other Payables" in the accompanying consolidated statement of financial position.
"Average payment period to suppliers" is understood to be the period between the supply of the goods or the provision of the services on the supplier's account and the effective payment of the transaction.
The maximum payment period applicable to the Spanish consolidated companies under Law 3/2004, of 29 December 2004, on combating late payment in commercial transactions, is 30 days. This period may be extended by an agreement between the parties, but under no circumstances should be superior to 60 natural days (same legal period in 2017).
However, most of the payments outstanding by the Spanish consolidated companies at year end has been paid during the first two months of the year 2019.
57
The detail of the corporate income tax expense recognised in 2018 and 2017 is as follows (in thousands of euros):
| 2018 | 2017 - |
|
|---|---|---|
| Current tax: | ||
| For the year | 29,115 | 26,117 |
| 29,115 | 26,117 | |
| Deferred tax: | ||
| For the year | (3,515) | (5,218) |
| Impact of Royal Decree-Law 3/2016 | (2,250) | (2,340) |
| Impact of US tax reform | (2,831) | |
| (5,765) | (10,389) | |
| Corporate Income tax expense | 23,350 | 15,728 |
The detail of the changes in deferred taxes, recognised as corporate income tax expense/(benefit) in the consolidated statement of profit or loss in 2018 and 2017, is as follows (in thousands of euros):
| 2018 | 2017 | |
|---|---|---|
| Tax credits for tax loss carry forwards | ||
| US Tax Reform impact | - | 3,900 |
| Others | 2,247 | 1,603 |
| Withholding taxes and other unused tax credits | 234 | (929) |
| Temporary differences: | ||
| Amortisation of intangible assets recognized at fair value | (13,978) | (11,667) |
| Finance costs - Spanish companies | 3,525 | 2,795 |
| Impact of Royal Decree-Law 3/2016 | (2,250) | (2,340) |
| US Tax Reform impact | (6,731) | |
| Others | 4,457 | 2,980 |
| Deferred corporate income tax expense (benefit) | (5,765) | (10,389) |
The corporate income tax expense is calculated in 2018 and 2017 as follows (in thousands of euros):
| 2018 | 2017 | |
|---|---|---|
| Profit before tax | 83,544 | 61,334 |
| Consolidated corporate income tax rate at 25% | 20,886 | 15,334 |
| Tax effect of: | ||
| Differences due to corporate income tax rates in different countries | 6,219 | 4,544 |
| Deduction of unrecognised tax assets and others | (3,755) | (2,142) |
| Changes in tax rates and laws and others | (2,008) | |
| Corporate income tax expense | 23,350 | 15,728 |
Royal Decree-Law 312016, of 2 December, adopting tax measures aimed at consolidating public finances and other urgent social measures, was published in the Spanish Official State Gazette on 3 December 2016.
As a result of this Royal Decree-Law, at 2016 year-end the Spanish consolidated tax group recognised a tax expense amounting to EUR 11,363 thousand in the accompanying consolidated statement of profit or loss (EUR 2,273 thousand in current tax and EUR 9,090 thousand in deferred tax), since it was considered that there are very severe restrictions on the transfer of certain securities representing investments in the share capital or equity of some subsidiaries before the five-year period expires, due to legal, contractual or other reasons, in relation to the sale or settlement of the investments concerned, and to the circumstances specifically affecting them. This amount covers the impairment losses to be reversed and included in the tax base in the five year period from 2016 to 2020.
A tax reform was approved in the United States on 22 December 2017 (the US Tax Reform or the Tax Cuts and Jobs Act), adjusting, inter alia, the tax rate (from 35% to 21%) and the limits to offset tax losses. As a result of this reform, at 2017 year-end the Applus Group companies located in the United States recognised an income of EUR 2,831 thousand in accordance with IAS 12, based on the adjustment of the deferred tax assets and liabilities to the new tax rate at which they are expected to reverse.
The detail of the current corporate income tax receivables and payables at the end of 2018 and 2017 is as follows (in thousands of euros):
| 31/12/2018 | 31/12/2017 | |
|---|---|---|
| 19,024 | 20,039 | |
| Current corporate income tax assets Corporate income tax prepayments |
19,024 | 20,039 |
| Current corporate income tax liabilities | 14,798 | 12,066 |
| Corporate income tax payables | 14,798 | 12,066 |
The detail of "Deferred Tax Assets" at the end of 2018 and 2017 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 31/12/2018 | 31/12/2017 | |
| Tax losses of Spanish companies | 29,303 | 31,071 |
| Tax losses of US companies | 4,449 | 5,448 |
| Tax losses of Other foreign companies | 4,709 | 4,189 |
| Tax credits for tax loss carry forwards | 38,461 | 40,708 |
| Tax credits of Spanish companies | 4,380 | 4,380 |
| Tax credits and Withholding taxes of Foreign companies | 8,020 | 8,254 |
| Withholding taxes and other tax credits | 12,400 | 12,634 |
| Temporary di Iterences due to the non-deductibility of fmance expenses | ||
| as provided for in Royal Decree-Law 12/2012 | 106 | 3,631 |
| Other temporary differences - Spanish companies | 3,014 | 5,286 |
| Temporary differences - Foreign companies | 12,757 | 9,674 |
| Total temporary differences | 15,877 | 18,591 |
| Total deferred tax assets | 66,738 | 71,933 |
The deferred tax assets indicated above were recognised because the Parent's Directors considered that, based on their best estimate of the Group's future earnings, including certain tax planning measures, it is probable that these assets will be recovered.
At the end of each year the Parent's Directors analyse the recoverability of the deferred tax assets and only recognise those that they consider will probably be recovered over a time period of less than ten years.
The factors taken into consideration by the Parent's Directors to recognise as a deferred tax asset, including tax credit for tax loss carryforwards, withholding taxes, and tax credits for temporary differences at 31 December 2018, which support their future recoverability, are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Year incurred |
2018 | 2017 | ||
| Recognised | Not recognised | Recognised | Not recognised | |
| 2003 | - | - | - | 10 |
| 2004 | - | - | 41 | |
| 2005 | 8,336 | - | 8,336 | |
| 2007 | 5,205 | 18,866 | 5,205 | 21,288 |
| 2008 | 474 | - | 474 | |
| 2009 | 21,378 | 277 | 28,724 | 433 |
| 2010 | 57,460 | 486 | 58,058 | 940 |
| 2011 | 38,562 | 1,040 | 43,527 | 1,927 |
| 2012 | 1,143 | 3,213 | 2,821 | 12,029 |
| 2013 | 2,796 | 3,841 | 2,156 | 5,747 |
| 2014 | 4,501 | 5,232 | 1,906 | 7,417 |
| 2015 | 8,805 | 10,801 | 8,575 | 14,021 |
| 2016 | 7,507 | 21,967 | 6,962 | 25,023 |
| 2017 | 4.294 | 15,226 | 6,946 | 13,072 |
| 2018 | 930 | 9,990 | - | - |
| Total | 153,055 | 99,275 | 165,354 | 110,284 |
The prior years' tax loss carryforwards of the companies at the end of 2018 and 2017 are as follows:
The recognised tax losses from the Spanish consolidated tax group are EUR 117,219 thousand recognised and EUR 27,409 thousand not recognised.
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Year | 2018 | 2017 | |||
| Recognised | Nt o recog |
nised Recognised i | Not recognised |
||
| 2003 | - | - | - | 35 | |
| 2004 | - | - | - | 42 | |
| 2005 | - | 13 | - | 85 | |
| 2006 | - | 241 | - | 243 | |
| 2007 | - | 246 | - | 257 | |
| 2008 | - | - | - | - | |
| 2009 | - | - | 1,318 | ||
| 2010 | - | 1,598 | 1,884 | ||
| 2011 | - | 1,855 | 1,941 | ||
| 2012 | - | 2,417 | - | 2,388 | |
| 2013 | 4,380 | 21,099 | 4,380 | 23,361 | |
| 2014 | - | 6,504 | - | 6,504 | |
| 2015 | - | 5,791 | 5,791 | ||
| 2016 | - | 5,316 | 5,280 | ||
| 2017 | - | 6,666 | - | 5,021 | |
| 2018 | - | 4,995 | - | - | |
| Total | 4,380 | 56,741 _ | 4,380 | 54,150 |
The detail of the Spanish companies' unused tax credits at the end of 2018 and 2017 is as follows:
Of the total recognised and unrecognised tax credits at 31 December 2018, EUR 14,001 thousand relate to incentives for certain activities (mainly investment in R&D+i expenditure), EUR 46,621 thousand relate to double taxation credits and EUR 499 thousand to the reinvestment of gains. Of the total recognised and unrecognised tax credits at 31 December 2017, EUR 14,068 thousand related to investment in R&D+i expenditure, EUR 43,592 thousand to double taxation credits and EUR 870 thousand to the reinvestment of gains.
The foreign companies' unused tax credits not recognised in the accompanying consolidated statement of financial position are not significant.
"Deferred Tax Liabilities" on the liability side of the accompanying consolidated statement of financial position as at 31 December 2018 and 2017 includes mainly the following:
| Thousands of Euros | ||
|---|---|---|
| 31/12/2018 | 31/12/2017 | |
| Temporary differences associated with: recognition at fair value of the identifiable assets in acquisitions of business combinations |
113,238 | 127,195 |
| depreciation and amortisation and measurement of assets and goodwill |
17,745 | 16,629 |
| Royal Decree-Law 3/2016 (Note 20.a) | 4,500 | 6,750 |
| amortisation of goodwill paid in the acquisition of foreign companies by Spanish companies |
5,489 | 4,814 |
| other deferred tax liabilities | 10,043 | 6,604 |
| 151,015 Total deferred tax liabilities |
161,992 |
Each company calculates its corporate income tax expense in accordance with its respective legislation. The main corporate income tax rates applicable to the Group are as follows:
| Country | Tax Country |
Tax | Tax | ||
|---|---|---|---|---|---|
| rate | rate | Country | rate | ||
| Spain | 25% | UK | 19% | Angola I |
30% |
| US | 21% | Germany | 30% | United Arab Emirates | - |
| Finland | 20% | Australia | 30% | Luxembourg | 18% |
| Ireland | 12.5% | Italy | 27.5% | Kuwait | 15% |
| Canada | 26.5% | Brazil | 34% | Malaysia | 24% |
| Norway | 25% | Argentina | 35% | Singapore | 17% |
| Denmark | 22% | Chile | 25% | Qatar | 10% |
| Netherlands | 25% | Colombia | 33% | Saudi Arabia | 20% |
| Mexico | 30% | Oman | 15% |
The Spanish companies which belong to tax Spanish Group have 2012 and 2014 and subsequent years open for review by the tax authorities for income tax and 2015 and subsequent years open for review by the tax authorities for the rest of applicable taxes. The foreign companies have the last few years open for review in accordance with the legislation in force in each of their respective countries. The Parent's Directors do not expect any additional significant liabilities to arise in the event of a tax audit.
Also, in 2018 certain Group subsidiaries received notifications from the tax authorities of the countries in which they operate, in which certain taxes filed had been opened for review. At 31 December 2018, these inspections were at a preliminary stage and no conclusions had been received from the tax authorities that may have a significant impact on the accompanying consolidated financial statements.
These notes to the financial statements do not include the information referred to in Article 42 bis of Royal Decree 1065/2007 in relation to persons resident in Spain, whether legal entities that are beneficiaries or holders of accounts abroad or individuals from the Group who are authorised representatives for accounts abroad held by a Group subsidiary non-resident in Spain, since such information is duly recorded and detailed in the Group's accounting records pursuant to Article 42 bis 4.b of Royal Decree 1065/2007
The Group obtains its income from contracts with customers in which it transfers goods or services according to the following categories and according to the criteria detailed in Note 3.q.
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2018 | 2017 | |||
| Applus+ Energy & Industry | 1,014,255 | 1,009,757 | ||
| Applus+ Laboratories | 76,649 | 64,514 | ||
| Applus+ Automotive | 371,309 | 310,719 | ||
| Applus+ IDIADA | 213,684 | 197,960 | ||
| Otros | 45 | 144 | ||
| Total | 1,675,942 j |
1,583,094 |
At year-end, there are no significant amounts of outstanding performance obligations since, as a general rule, contracts with customers have an expected initial duration of one year or less.
The detail of "Staff Costs" in the accompanying consolidated statement of profit or loss in 2018 and 2017, is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Wages, salaries and similar expenses | 727,309 | 674,982 | |
| Severances | 4,267 | 7,731 | |
| Employee benefit costs | 109,664 | 101,576 | |
| Other staff costs | 77,965 | 77,285 | |
| Total | 919,205 | 861,574 |
The average number of employees at the Group, by professional category and gender in 2018 and 2017, is as follows:
| Average number of employees | ||||
|---|---|---|---|---|
| 2018 | ||||
| Professional category | Men | Women r |
Total | |
| Top management | 145 | 25 | 170 | |
| Middle management | 437 | 97 | 534 | |
| Supervisors | 1,078 | 239 | 1,317 | |
| Operational employees & others | 15,825 | 3,669 | 19,494 | |
| Total | 17,485 | 4,030 | 21,515 |
| Average number of employees | ||||
|---|---|---|---|---|
| 2017 | ||||
| Professional category | Men | Women | Total | |
| Top management | 134 | 25 | 159 | |
| Middle management | 347 | 92 | 439 | |
| Supervisors | 1,062 | 236 | 1,298 | |
| Operational employees & others | 13,935 | 3,131 | 17,066 | |
| Total | 15,478 | 3,484 | 18962_ |
Also, the distribution of the workforce, by gender and category, at the end of 2018 and 2017 is as follows:
| No. of employees end of year 2018 |
|||
|---|---|---|---|
| Professional caA8,42a_, | Men | Women | Total |
| Top management | 139 | 23 | 162 |
| Middle management | 347 | 71 | 418 |
| Supervisors | 1,006 | 235 | 1,241 |
| Operational employees & others | 16,982 | 4,049 | 21,031 |
| Total | 18,474 | 4,378 | 22,852 |
| No. of employees end of year | |||||
|---|---|---|---|---|---|
| 2017 | |||||
| Professional category | Men | Women | Total | ||
| Top management | 1. 47 | 27 | 174 | ||
| Middle management | 380 | 100 | 480 | ||
| Supervisors | 1,139 | 234 | 1,373 | ||
| Operational employees & others | 14,794 | 3,516 | 18,310 | ||
| Total | 16,460 | 3,877 | 20,337 |
The detail of the other results for 2018 and 2017 relates mainly to extraordinary termination benefits due to restructuring, start-up costs, and changes in fair value of considerations in business combinations.
In 2018 and 2017 the fees billed for financial audit and other services provided by the auditor of the Group's consolidated financial statements, Deloitte, S.L., and by firms in the Deloitte organisation, and the fees billed by the auditors of the separate financial statements of the consolidated companies, and by companies related to these auditors as a result of a relationship of control, common ownership or common management, were as follows (in thousands of euros):
| Fees for services provided by the principal auditor |
Fees charged by other audit firms |
||
|---|---|---|---|
| Audit services | 1,857 | 2951 | |
| Other attest services | 182 | ||
| Total audit and related services | 2,039 | 295 | |
| Tax advice | 214 | ||
| Other services | |||
| Total professional services | 2,253 |
| Fees for services provided by the principal auditor |
Fees charged by other audit firms |
|
|---|---|---|
| Audit services | 1,944 | 365 |
| Other attest services | 199 | |
| Total audit and related services | 2,143 | 365 |
| Tax advice | 288 | |
| Other services | 96 | |
| Total professional services | 2,527 |
The detail of the financial loss in 2018 and 2017 is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2018 1 |
2017 | |
| Finance Income: | ||
| Other finance income by third parties | 2,510 | 1,339 |
| Total finance income | 2,510 | 1,339 |
| Finance costs: | ||
| Borrowing costs relating to syndicated loan | (15,697) | (16,858) |
| Other finance costs paid to third parties (*) | (6,440) | (3,821) |
| Exchange differences | (183) | (2,128) |
| Total finance costs | (22,320) | (22,807) |
| Gains or losses on the net monetary position (see Note 3.o) | (1,419) | |
| Financial result | (21,229) | (21,468) |
(*) Includes accelerated amortisation of arrangements expenses for the previous debt in 2018 (EUR 3,945 thousand)
In view of the business activities carried on by the Group, it does not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in these notes to the consolidated financial statements.
The Parent's Directors consider that the environmental risks which might arise from its business activities are minimal and, in any event, adequately covered, and that no additional liabilities will arise in connection with these risks. The Group did not incur significant expenses or receive environment-related grants in 2018 or 2017.
The proposed allocation of the Parent's net profit, formulated by the Board of Directors that will be presented at the next Parent's Annual General Meeting of the Shareholders, for 2018 is as follows:
| Thousands of 1 | |
|---|---|
| Euros | |
| Basis of allocation: | |
| Profit for the year | 31,997 |
| 31,997 | |
| Allocation: | |
| To dividends | 21,453 |
| To unrestricted reserves | 10,544 |
| Total | 31,997 |
The proposed dividend of EUR 21,453 thousand corresponds to a gross amount of EUR 0.15 per share.
At 31 December 2018, the Group operates through four operating divisions and a holding division, each of which is considered to be a segment for financial reporting purposes.
The main fourth operating segments are as follows:
The financial information, by segment, in the consolidated statement of profit or loss for 2018 and 2017 is as follows (in thousands of euros):
| Applus+ Energy &Industry |
Applus+ Laboratories |
Applus+ Automotive |
Applus+ IDIADA |
Others | Total | |
|---|---|---|---|---|---|---|
| Revenue | 1,014,255 | 76,649 | 371,309 | 213,684 | 45 | 1,675,942 |
| Operating expenses | _. (935,234) |
166,939) | (288,444) | (186,863) | (27,662) | 11,505,1421 |
| Adjusted Operating Profit | 79,021 | 9,710 | 82,865 | 26,821 | (27,617) | 170,800 |
| Amortisation of non-current assets identified in business combinations (Note 5) |
(16,994) | (1,427) | (38,582) | (2,160) | - | (59,163) |
| Impairment and gains or losses on disposal of non-current assets and other results |
(6,877) | |||||
| Operating Profit | , | v | 104,760 |
| Applus+ Energy &Industry |
Applus+ Laboratories |
Applus+ Automotive |
Applus+ IDIADA |
Others | Total | |
|---|---|---|---|---|---|---|
| Revenue | 1,009,757 | 64,514 | 310,719 | 197,960 | 144 | 1,583,094 |
| Operating expenses | (930,917j | (57,805) _ |
(252,016) | (174,004) | (25,310) | (1,440,052), |
| Adjusted Operating Profit | 78,840- | 6,709 | 58,703 ,, |
23,956 , |
(25,166i | 143,042 , |
| Amortisation of non-current assets identified in business combinations (Note 5) |
(20,9511 | (1,427) | (25,585) | (2,160) | - | (50,123) |
| Remuneration plans (Note 29) | (3,6921 | |||||
| Impairment and gains or losses on disposal of non-current assets and other results |
(7,072) | |||||
| Operating Profit | : | 82,155 |
The Adjusted Operating Profit is the operating profit before the amortisation charge of the intangible assets allocated in the business combinations (PPA) (see Note 5), and the impairment and gains or losses on disposal of non-current assets and other results (see Note 21.c).
The other results are included under "Impairment and gains or losses on disposal of non-current assets" and "Other results" in the consolidated statement of Profit or Loss.
The "Other" segment includes the financial information corresponding to the Applus Group's holding activity.
The finance costs were allocated mainly to the "Other" segment as it is the holding companies that have bank borrowings (see Note 14).
The non-current assets and liabilities, by business segment, at the end of 2018 and 2017 are as follows (in thousands of euros):
| Applus+ Energy &Industiy |
Applus + Laboratories |
Applus + Automotive |
Applus + IDIADA |
Other | Total | |
|---|---|---|---|---|---|---|
| Goodwill | 261,947 | 59,483 | 208,542 | 60,110 | 1,256 | 591,338 |
| Other intangible assets | 200,419 | 20,563 | 260,481 | 34,732 | 2,666 1 | 518,861 |
| Property, plant and equipment | 78,891 | 14,169 | 90,374 | 33,220 | 3,920 | 220,574 |
| Investments accounted for using the equity method |
724 | - | - | - | 724 | |
| Non-current financial assets | 21,088 | 678 | 4,673 | 879 | 202 | 27,520 |
| Deferred tax assets | 26,284 | 739 | 4,909 | 1,054 | 33,752 | 66,738 |
| Total non-current assets | 589,353 | 95,632 | 568,979 | 129,995 | 41,796 | 1,425,755 |
| Total liabilities | 241,200 | 35,152 | 177,010 | 91,621 | , 641,602 |
1,186,585 |
| Applus+ Energy &Industry |
Applus + Laboratories |
Applus + Automotive |
Applus + IDIADA |
Other | Total | |
|---|---|---|---|---|---|---|
| Goodwill | 252,618 | 37,999 | 206,755 | 56,229 | 1,260 | 554,861 |
| Other intangible assets | 218,081 | 21,819 | 302,442 | 37,223 | 2,332 | 581,897 |
| Property, plant and equipment | 75,733 | 12,426 | 90,382 | 28,552 | 3,303 | 210,396 |
| Investments accounted for using the equity method |
3,007 | - | - | - | 3,007 | |
| Non-current financial assets | 5,700 | 424 | 1,811 | 645 | 210 | 8,790 |
| Deferred tax assets | 24,336 | 852 | 6,646 | 1,306 | 38,793 | 71,933 |
| Total non-current assets | 579,475 | 73,520 | 608,036 | 123,955 | 45,898 | 1,430,884 |
| Total liabilities | 246,329 | 29,956 | 206,178 | 86,236 | 640,393 | 1,209,092 |
The additions to intangible assets and also to property, plant and equipment, by business segment, in 2018 and 2017 are as follows (in thousands of euros):
| Applus+ Energy & Industry |
Applus+ Laboratories |
Applus+ Automotive |
Applus+ IDIADA |
Other | Total | |
|---|---|---|---|---|---|---|
| Capex 2018 Capex 2017 |
21,934 23,738 |
4,642 4,436 |
9,279 14,092 |
13,219 12,277 |
2,261 4,488 |
51,335 59,031 k |
Since the Group has presence in several countries, the information has been grouped geographically.
The sales, by geographical area, in 2018 and 2017, were as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| 2018 I |
2017 | ||||
| Spain | 372,844 | 311,284 | |||
| Rest of Europe | 451,612 | 440,701 | |||
| US and Canada | 328,308 | 338,747 | |||
| Asia and Pacific | 171,240 | 176,614 | |||
| Middle East and Africa | 179,065 | 174,579 | |||
| Latin America | 172,873 | 141,169 | |||
| Total | 1,675,942 | 1,583,094 |
The non-current assets. by geographical area, in 2018 and 2017, are as follows (in thousands of euros):
| Total non-current assets | Spain | Rest of Europe |
US and Canada |
Asia Pacific |
Latin America |
Middle East and Africa |
Total |
|---|---|---|---|---|---|---|---|
| 31 December 2018 | 740,322 | 279,742 | 245,190 | 83,353 | 69,595 | 7,553 | 1,425,755 |
| 31 December 2017 | 743,368 | 295,755 | 234,488 | 74,283 | 75,135 | 7,855 | 1,430,884 |
The Group holds the right of use of certain assets through finance leases (see Note 7) and operating leases. The most significant operating leases relate to the lease of premises and vehicles and to levy payable for the various concessions operated by the Group.
The expenses incurred by the Group in 2018 in relation to rent and levy amounted to EUR 110,404 thousand (2017: EUR 104,740 thousand).
At the end of 2018 and 2017 the Group had contracted with lessors for the following minimum lease payments, based on the leases currently in force, without taking into account the charging of common expenses, future increases in the Consumer Price Inflation (CPI) or future contractual lease payment revisions (in thousands of euros), not including the expenses for levy available to the Group:
| Operating leases | 2018 | 2017 | ||
|---|---|---|---|---|
| Within one year | 53,797 | 54,171 | ||
| Between one and five years | 111,771 | 82,139 | ||
| After five years | 44,581 | 53,280 | ||
| Total | 210,149 | 189,590 |
The accompanying table does not include the amounts of the levy committed (mainly in Applus+ Automotive division) for the next few years that are subject to a percentage of the revenue or the investments made. In 2018 the expense relating to levy totalled EUR 42,927 thousand (2017: EUR 38,987 thousand).
The Group has guarantees required by the business activities of the Group companies amounting to EUR 100.3 million (31 December 2017: EUR 102.6 million), as shown in the following detail by segment (in millions of euros):
| Guarantees provided | Applus+ Energy & industry |
Applus+ Laboratories |
Applus+ Automotive |
Applus+ IDIADA |
Other | |
|---|---|---|---|---|---|---|
| 31 December 2018 | 60.2 | 8.0 | 27.0 | 4.9 | 0.2 | 100.3 |
| 31 December 2017 | 64.1 | 7.1 | 26.5 | 4.7 | 0.2 | 102.6 |
There are guarantees included in Applus+ Laboratories, Applus Automotive and Applus+ IDIADA divisions amounting to EUR 18.3 million (31 December 2017: EUR 18.3 million) provided to the Catalonia Autonomous Community Government in connection with the incorporation of the subsidiaries IDIADA Automotive Technology, S.A. and LGA1 Technological Center, S.A and with the management of vehicle roadworthiness testing service.
The guarantees provided by Applus+ Energy & industry relate mainly to guarantees provided to companies or public-sector agencies as provisional or final guarantees to submit bids or to assume liability for contracts awarded.
The Group also has certain obligations and guarantees under the financing agreement (see Notes 14.a.1 and 14.a.2). These obligations include reporting obligations relating to the Group's financial statements and business plans; the obligation to take certain measures such as guaranteeing accounting closes, refrain from performing certain transactions without the consent of the lender, such as certain mergers, changes of business activity, share redemptions, and the financial obligation to achieve certain financial ratios, among others.
The Parent's Directors do not expect any material liabilities as a result of the transactions described in this Note and in addition to those recognised in the accompanying consolidated statement of financial position.
Current legislation on access to the provision of the vehicle roadworthiness testing activities (ITV) stipulates a quota-bound administrative authorisation system, which was challenged by certain operators on the basis that the Services Directive should be applicable and hence, a free market be set.
In line with the Judgment given by the European Court of Justice (in the Reference for preliminary ruling from the Spanish Supreme Court), which concluded that the Services Directive does not apply to roadworthiness testing activities as those are part of "services in the field of transport" falling within the scope of Title VI of the EU Treaty, the Supreme Court confirmed in its judgments of 21 April and 6 May 2016 that the Catalan ITV regime and the authorisations granted in 2010 to the Group until 2035, were in conformity with applicable law and additionally that restrictions on the maximum market share and minimum distance between roadworthiness testing centres of a single operator were void (as these restrictions to the freedom of establishment were not justified).
By judgment of 25 April 2016, the Supreme Court declared null the call for tender to access the authorisation of new roadworthiness testing centres provided as established under the territorial plan, as it included the restrictions of maximum market share and minimum distance between vehicle roadworthiness testing centres licensed to the same undertaking, which had been declared void.
In addition, in the referred judgment of May 6, 2016, the Supreme Court declared void the "Disposicion Adicional Segunda" of the Decree 30/2010 that provided for the right to use the assets and rights owned by the Administration by those operators who had been originally concessionaires, as well as the Order regulating the economic consideration for the use of such assets (in a judgment of 4 May 2016). As a result, in another litigation opened before the High Court of Justice of Catalonia (TSJC), the latter has issued a judgment on 24 April 2017, declaring void the Instruction of the General Director of Energy, Mines and Industrial Safety defining the criteria set to define the economic consideration for the use of said public assets. Applus has appealed this Judgment of the TSJC before the Supreme Court of Spain.
The Parent Company's Directors believe that the 2016 judgments of the Supreme Court confirmed the validity of the roadworthiness testing activities' regime in Catalonia - quota authorization- as well as the titles upon which Applus operates in that territory, however the Generalitat de Catalunya (Autonomous Government of Catalonia) shall implement the appropriate measures to comply with the Supreme Court judgments referred to above.
Two subsidiaries of the Group are facing a number of lawsuits from former employees regarding the amount of hours of over-time worked. In any case, the impact of these lawsuits would not be significant for the attached consolidated financial statements. The Parent Company's Directors consider that the outcome of all above proceedings will not entail material additional liabilities to those in the consolidated financial statements at 31 December 2018.
At 2018 year-end, the Parent's Directors were not aware of any significant claims brought by third parties or of any ongoing legal proceedings against the Group that, in their opinion, could have a material impact on these consolidated financial statements.
For the purposes of the information in this section, related parties are considered to be:
The significant shareholders of Applus Services, S.A., are understood to be shareholders holding directly or indirectly 3% or more of the shares, and shareholders which, without being significant, have exercised the power to propose the appointment of a member of the Parent's Board of Directors.
The transactions between the Parent and its subsidiaries were eliminated on consolidation and are not disclosed in this Note.
The transactions between the Group and its related companies disclosed below, are performed at arm's length and in line with market conditions.
In 2018 and 2017 the Parent and its subsidiaries performed the following transactions with related companies:
| Thousands of. Euros | ||||||
|---|---|---|---|---|---|---|
| 2018 | 2017 | |||||
| Operating revenue |
procurements | Other expenses |
Operating revenue |
Procurements | Other expenses |
|
| Velosi I .L.C. | - | 1,267 | 80 | 107 | ||
| Velosi (B) Sdn Bhd | - | - | 243 | - | 12 | |
| Oman Inspection and Certification Services, LLC | - | - | 6 | 500 | ||
| Total | - | - | - | 1,516 | 580: | 119 |
The transactions with related companies correspond to commercial transactions.
The transactions and balances between the Applus Group and related parties (Directors and Senior Executives) are detailed in Note 29.
During 2018 and 2017 there have not been any transactions nor are there any significant amounts outstanding at year end, with significant shareholders.
a) Receivables from related companies:
| Thousands of Euros Trade receivables from related companies |
||||
|---|---|---|---|---|
| 31/12/2018 | 31/12/2017 | |||
| Velosi LLC | - | 3,654 | ||
| Velosi (B) Sdn Bhd | 72 | 308 | ||
| Oman Inspection and Certification Services, LLC | - | 7 | ||
| Total | 72 | 3,969 |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Trade and other payables to related companies |
||||
| 3 1/12/2018 | 31/12/2017 | |||
| Velosi LLC | - | 16 | ||
| Velosi (B) Sdn Bhd | 3 | 5 | ||
| Oman Inspection and Certification Services, LLC. | - | 500 | ||
| Total | 3 | 521 |
The detail of the remuneration (social benefits included) earned by the Executive Director and the Parent's Directors at 2018 and 2017 year-end is as follows:
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| 31/12/2018 | 31/12/2017 | ||||||
| Executive Director |
Members of the Board of Directors |
Total | Executive Director |
Members of i the Board of - Directors |
Total | ||
| Fixed remuneration | 750 | 750 | 650 . | - | 650 | ||
| Variable remuneration | 600 | 600 | 325 | - | 325 | ||
| Other items | 37 | - | 37 | 40 | 40 | ||
| Non Executive Chairman and Independent Directors |
588 | 588 | - | 560 | 560 | ||
| Corporate Social Security Committee |
- | 50 | 50 | _ | 50 | 50 | |
| Appointments & Compensation Committee |
- | 66 , |
66 | - | 70 | 70 | |
| Audit Committee | - | 70 | 70 I | - | 70 W |
70 , | |
| Total | 1,387 | 774 | 2,161 | 1,015 | 750 | 1,765 |
a) Annual remuneration:
In 2018 the Group has accrued by EUR 38 thousand on pension plan contributions related to the Executive Director. During 2017 the Executive Director and the members of the Board of Directors did not earn or receive any termination benefits or pension plan contributions_
b) Long-term incentive ("LTI"):
On 22 June 2016 the Parent's Shareholders General Meeting approved a long-term incentive plan ("LTI") whereby the Executive Director will receive annually PSUs (Performance Stock Units) convertible into shares of the Parent within three years of the grant date. The first conversion is scheduled for February 2019 for the first incentive. In principle, the PSUs amount to 60% of the annual fixed remuneration; however, subject to the degree of achievement of the financial parameters, this amount may range from 0% to 120%. The financial parameters are the Total Shareholder Return and the Adjusted Earnings per Share.
For the purposes of the statement of profit or loss (pursuant to IFRS 2), a degree of achievement of 60% of the Executive Director's fixed remuneration has been considered.
| Executive Director | 31/12/2016 - 31/12/2017 | 31/12/2018 | 31/12/2019 | 31/12/2020 | 31/12/2021 | Total | |
|---|---|---|---|---|---|---|---|
| Long Term incentive Plan (PSUs): | |||||||
| Number of PSUs delivered | 44,931 | 36,449 | 39,805 | 121,185 | |||
| PSU delivery date | July 16 | February 17 | February 18 | ||||
| Share value on PSU deliver} date (Diros) | 8.68 | 10.70 | 11.31 | ||||
| Date of conversion into shares | February 191 February 20 February 21 | ||||||
| Number of PSUs convertible into shares | 44,931_ | 36,44' _ | 39,805 _ | 121,185 |
| Impact on profit or loss | 2016 | 2017 | 2018 | 2019 | 2020 | Total |
|---|---|---|---|---|---|---|
| Active Plans | 1 | 2 | 3 | 2 | 1 | |
| Impact on profit or loss (thousands of euros) | 130 | 260_ | 410 | 280 | 150 | 1,230 |
At 31 December 2018, no loans or advances had been granted to the members of the Parent's Board of Directors.
Lastly, Applus Services, S.A. took out a third-party liability insurance policy. The insureds under this policy are the directors and executives of the Group companies the Parent of which is Applus Services, S.A. The directors of Applus Services, S.A. are included among the insureds of this policy. The premium paid in 2018 for this insurance policy amounted to EUR 70 thousand (2017: EUR 46 thousand).
During 2018 two board members resigned. The remunerations received by them from the different committees have been included. These two positions are expected to be covered in 2019_
The Parent's Board of Directors at 31 December 2018 is made up of 6 men and 1 women and at 31 December 2017 is made up of 8 men and 1 woman.
It is hereby stated that the Parent's Directors, their individual representatives and the persons related thereto do not hold any investments in the share capital of companies engaging in identical, similar or complementary activities to those of the Group or hold positions or discharge duties thereat, other than those held or discharged at the Applus Group companies, that could give rise to a conflict of interest as established in Article 229 of the Spanish Companies Act.
Senior Executives are those who in 2017, were part of the Group's Executive Committee. In relation to remuneration information, the internal auditor was also included, as defined in current accounting legislation and, in particular, in the Report of the Special Working Group on the Good Governance of Listed Companies published by the Spanish National Securities Market Commission (CNMV) on 16 May 2006.
The breakdown of the remuneration earned in 2018 and 2017 by the Group's Senior Executives is as follows:
a) Annual remuneration:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Fixed remuneration | 3,254 ' | 3,428 | |||
| Variable remuneration | 1,104 | 1,109 | |||
| Other items | 694 | 546 | |||
| Termination benefits | 378 | ||||
| pension plans | 99 | 109 | |||
| Total | 5,529 | 5,192 |
In addition to the variable remuneration of EUR 1,104 thousand, Senior Executives are beneficiary of a variable remuneration plan comprising the annual delivery of a fixed number of RSUs. The plan is approved annually by the Appointments and Compensation Committee and ratified by the Parent's Board of Directors. At 2018 yearend three plans had been approved and ratified, as follows:
On 23 February 2016, the delivery to Senior Executives of 107 thousand RSUs was approved and ratified. This amount relates to Senior Executives, as defined in 2016. The related shares will be delivered in March 2017 (30%), 2018 (30%) and 2019 (40%).
On 22 February 2017, the delivery to Senior Executives of 85 thousand RSUs was approved and ratified. The related shares will be delivered in March 2018 (30%), 2019 (30%) and 2020 (40%). The aforementioned plan was awarded to management personnel in accordance with the new organisational structure.
On 20 February 2018, the delivery to Senior Executives of 77 thousand RSUs was approved and ratified. The related shares will be delivered in March 2019 (30%), 2020 (30%) and 2021 (40%).
The plan approved on 2015, was completed once the last delivery of RSUs in 9 March, 2018.
| Senior Executives | 31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 | 31/12/2020 31/12/2021 | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Long-term incentive Plan (RSUs) Number of RSUs delivered (*) RSU delivery date |
67,220 March 15 |
106,594 March 16 |
85,350 March 17 |
77,198 March 18 |
336,362 | |||
| Share value at RSU delivery date (euros) | 10.18 | 7.13 | 10.70 | 11.31 | ||||
| Date of conversion into shares | March 16 | March 17 | March 18 | March 19 | March 20 | March 21 | ||
| Number of RSUs convertible into shares | 20,166 | 52,144 | 84,471 | 85,619 | 55,220 | 30,879 | 328,499 | |
| Number of RSUs delivered or Cash equivalent (net of withholding tax) (*) |
12,418 | 39,834 | 56,558 | 108,810 |
(*) To Senior Executives, as defined in every moment.
| 3 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Impact on profit or loss | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total |
| Active Plans | 1 | 2 | 4 | 3 | 2 | 1 | ||
| Impact on profit or loss (thousands of euros) | 171 | 395 | 842 | 854 | 637 | 390 | 58 | 3,347 |
Based on the vesting schedule, Group Senior Executives received 56,558 shares in March 2018 (39,834 shares in March 2017). These 56,558 shares are the result of applying the withholding tax corresponding to the amount agreed with each executive.
On 21 July 2016, the Board of Directors resolved to replace the Multiannual Incentive (in place until this date) with the Long-term incentive. The LTI comprises two share-based payment systems, the PSUs system and the RSUs system, both convertible into shares within a vesting period of three years from the grant date, the first conversion being scheduled for February 2019 for the first incentive granted. In particular, the PSU system determines that the number of shares to ultimately be delivered to the executive will depend on the following financial parameters the Total Shareholder Return and the Adjusted Earnings per Share.
| Senior Executives | 31/12/2016 | 31/12/2017 | 31/12/2018 | 31/12/2019 . | 31/12/2020 | 31/12/2021 | Total |
|---|---|---|---|---|---|---|---|
| RSUs + PSUs-settled long-term incentive Plan Number of RSUs + PSUs delivered RSU + PSU delivery date Share value at RSU + PSU delivery date (euros) |
83,794 October 16 8.68 |
67,975 February 17 10.70 |
64,337 February 18 11.31 |
216,106 | |||
| Date of conversioninto shares | ' | February19 | February20 | Feb11-14r3 21 | |||
| Number of RSU's + PSUs convertible into shares |
83,794 | 67,975 | 64,337 | 216,106 |
| Impact on profit or loss | 2016 | 2 2017 |
2018 _ |
2019 | 2020 | Total |
|---|---|---|---|---|---|---|
| Active Plans ' |
_ 1 |
3 | 2 | 1 | ||
| Impact on profit or loss (thousands of euros) | 242 | 485 | 727 | 485 | 242 - | 2,181 |
In addition, life insurance policies have been taken out for certain Senior Executives and such costs are classified under "Other items" in the preceding tables.
In March 2018 and December 2018 two members of the Group's Senior Executive left the group.
At 31 December 2018 the Group's Senior Executive, Internal auditor not considered, is made up of 14 men and 3 women. At 31 December 2017 is made up of 16 men and 3 women.
In 2019 and until the date of authorisation for issue of these consolidated financial statements, no relevant events took place which must be included in the notes to the consolidated financial statements or that significantly change or have a material effect on these consolidated financial statements for 2018.
These consolidated financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Group (see Note 2.a). Certain accounting practices applied by the Group that conform to that regulatory framework may not conform to other generally accepted accounting principles and rules.
These consolidated financial statements are a translation of the financial statements originally issued in Spanish. In the event of a discrepancy, the Spanish language version prevails.
The financial performance of the Group is presented in an "adjusted" format alongside the statutory ("reported") results. The adjustments are made in order that the underlying financial performance of the business can be viewed and compared to prior periods by removing the financial effects of other results.
Where stated, organic revenue and profit is adjusted for acquisitions or disposals in the prior twelve month period and is stated at constant exchange rates, taking the current year average rates used for the income statements and applying them to the results in the prior period.
| FY 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| BUR Million | Adj. Results | Other results |
Statutory results |
Adj. Results | Other results |
Statutory results |
% Adj. ,RAKUtts |
|
| Revenue | 1,675.9 | 1,675.9 | 1,583.1 | 0.0 | 1,583.1 | 5.9% | ||
| Ebitda | 218.0 | 0.0 | 218.0 | 187.3 | (3.7) | 183.6 | 16.4% | |
| Operating Profit | 170.8 | (66.0) | 104.8 | 143.0 | (60.9) | 82.2 | 19.4% | |
| Net financial expenses | (17.3) | (3.9) | (21.2) | (21.5) | 0.0 (21.5) |
|||
| Share of profit of associates | 0.0 | 0.0 | 0.0 | 0.6 | 0.0 | 0.6 | ||
| Profit Before Taxes | 153.5 | (70.0) | 83.5 | 122.2 | (50.9) | 25.6% | ||
| Income tax | (37.3) | 14.0 | (23.4) | (29.4) | 11.7 | (17.7) | ||
| Extraordinary Income tax | 0.0 | 0.0 | 0.0 | 0.0 | 2.0 2.0 |
|||
| Non controlling interests | (19.0) | 0.0 | (19.0) | (10.0) | 0.0 | (10.0) | ||
| Net Profit | 97.2 | (56.0) | 41.2 | 82.8 | (47.2) | 35.6 | 17.4% | |
| Number of Shares | 143,018,430 | 143,018,430 | 133,267,174 | 133, 267, 174 | ||||
| EPS, in Euros | 0.680 | 0.288 | 0.621 | 0.267 | 9.4% | |||
| Income Tax/PST | (24.3)% | (27.9)% | (24.1)% | (28.9)% |
In the table below the adjusted results are presented alongside the statutory results.
The figures shown in the table above are rounded to the nearest €0.1 million.
Other results of €66.0 million (2017: €60.9m) in the Operating Profit represent amortisation of acquisition intangibles of €59.2 million (2017: €50.1m); severance costs on restructuring of €2.9 million (2017: €5.4m); transaction costs relating to acquisitions of €1.0 million (2017: €0.9m) and; other gains and losses that net to a charge of €3.0 million (2017: €0.8m).
In the prior year only, there was a charge of €3.7 million in Other results within EBITDA and Operating Profit relating to the historical management incentive plan as disclosed at the IPO.
Other results of €3.9 million (2017: €nil) in the net financial expenses are the write-off of the brought forward unamortised portion of arrangement fees for the previous debt that was refinanced in July of 2018.
Tax of €14.0 million (2017: €11_7m) relates to the positive tax impact on these Other results. Furthermore in 2017 there was an Extraordinary tax income of €2.0 million due to tax legislation changes in USA.
Revenue for 2018 of €1,675.9 million was higher by 5_9% compared to the previous year_
The revenue growth bridge for the year in € million is shown below and the growth percentage figures for the last quarter of 2018 is shown below the waterfall chart.

The total revenue increase of 5.9% for the year was made up of an increase in organic revenue at constant exchange rates of 4.9%, revenue from acquisitions of 4.7%, less the revenue from disposals of l-1.1°/0 and an unfavourable currency translation impact of 3.6%.
In the final quarter of the year, total revenue was up 8.2% from organic revenue growth of 7.8%, acquisition growth of 2.4%, less revenue on disposals of 0.5% and a negative currency impact of 1.5%. The organic revenue increase in the final quarter followed a year of quarterly revenue growth acceleration and is the highest quarterly revenue growth in more than 4 years.
The organic revenue growth for the year came from all four divisions of the Group, each with organic revenue growth of between 4.2% at the lowest and 10.2% at the highest.
The revenue increase of 4.7% from acquisitions relates to the acquisitions made in the current and prior period for up to twelve months and the most material of which relates to the purchase in the last quarter of 2017 of 80% of the shares in Inversiones Finisterre, a company based in Spain with Statutory Vehicle Inspection concessions in Galicia, North Western Spain and in Costa Rica and is included within the Automotive Division.
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Of the revenue in 2018, 47% was generated in the reporting currency of the Group which is the euro and 53% in other currencies of which the US dollar and other currencies linked to the US dollar are the largest at 25%. The average exchange rate of the US dollar to the euro in 2018 compared to 2017 weakened by 4.6% and some of the other key currencies have also weakened against the euro, including the significant devaluation of the Argentinian peso, resulting in the negative currency translation impact on the revenue of the Group. Further information on the Argentinian peso devaluation is given further in this report_
Adjusted operating profit for 2018 was €170.8 million, an increase of 19.4% on the prior year.
The adjusted operating profit growth bridge for the year in € million is shown below and the growth percentage figures for the last quarter of 2018 is shown below the waterfall chart.

The total adjusted operating profit increase of 19.4% fc,r the year was made up of an increase in organic adjusted operating profit at constant exchange rates of 6.2%, acquisitions of 18.7%, less disposals of 0.1% and an unfavourable currency translation impact of 5.4%. Adjusted operating profit was negatively impacted in the year to a greater degree than revenue.
In the final quarter of the year, total adjusted operating profit was up 18.3% from organic growth of 9.8%, the contribution from acquisitions of 14.4% less disposals of 0.3% and a negative currency impact of 5.6%.
The organic adjusted operating profit growth for the year came from all four divisions, each with growth of between 4.8% at the lowest and 11.5% at the highest.
The resulting adjusted operating profit margin was 10.2%, which was up by 116 basis points from 9.0% in the prior year. The margin increase was from both organic (+11 basis points) as a result of operating leverage in the business and the larger part from the higher margin revenue from the acquisitions (+114 basis points) offset by margin dilution from the currency impact (-10 basis points).
The reported operating profit was €104.8 million in the year, 27.5% higher than the prior period.
The net financial expense in the profit and loss decreased to €17.3 million in 2018 from €21.5 million in 2017 mainly due to a lower amount of debt and to a lesser degree due to lower amortisation expense and foreign exchange losses.
Profit before tax on an adjusted and statutory basis were both significantly higher than for the corresponding period last year due to the higher adjusted and statutory operating profit and lower net financial expense. Adjusted profit before tax for the period was €153.5 million (2017: €122.2m) or 25.6% higher. Reported profit before tax was €83.5 million (2017: €61.3m) or 36.2% higher.
The tax charge for the period was higher than the prior year due to the higher profit before tax. The effective tax charge on the adjusted profit before tax was €37.3 million (2017: €29.4m) giving a rate in line with that of the previous year of 24.3% (2017: 24.1%).
Non-controlling interests increased from €10.0 million in 2017 to €19.0 million in 2018. The increase of €9.0 million in the period is mostly due to the inclusion of profit due to the minority interests of Inversiones Finisterre following that acquisition in the last quarter of 2017 as well as to the one third minority investors in Karco Engineering that the Group acquired in May 2018 but also includes profit growth from other non-wholly owned subsidiary investments.
The adjusted net profit increased by €14.4 million or 17.4% to €97.2 million in the year compared to the previous year. The corresponding adjusted earnings per share increased by 9.4% to €0.680 from €0.621 in the prior year. This earnings per share increase was less than the increase in the adjusted net profit due to the increase in the weighted average number of shares by 7.3% in the year compared to the prior year following the increase in equity capital by 10.0% at the end of September 2017.
The business continues to generate good cash flow coming mainly from the increase in profit, lower interest and tax offset by the higher working capital and total net capital expenditure.
There was an increase in working capital in the year of €27.7 million mainly as a result of the increase in receivables at the year-end coming from the high revenue growth in the final quarter of the year in the largest division of Energy & Industry.
Net capital expenditure on expansion of existing and into new facilities was €50.4 million (2017: €47.2m) which represented 3.0% (2017: 3.0%) of Group revenue. This expenditure included the cost of acquiring new Automotive stations of €3.5 million (2017: €9.1m) and in 2017 there were proceeds from the disposals of old Automotive stations of €11.9 million. Excluding the net cost and proceeds of Automotive stations, the operational capital expenditure was €3.0 million lower in 2018 than in 2017 at €46.9 million (2017: €49.9m). The Group will continue to prioritise investing on capital items that produce good returns and expects this to continue at around 3% of revenue.
Despite the increase in working capital in the year and the proceeds from the sales of old Automotive stations in the prior year, the resulting adjusted operating cash flow of €139.9 million which was up €3.9 million or 2.8% over that generated in 2017 and this corresponded to a cash conversion rate of 64.2% (2017: 72.6%).
There was a significant reduction in the tax and interest cash outflows in the year and the adjusted free cash flow was therefore significantly higher than last year at €108,4 million (2017: €87.8m) being 23.5% higher.
Tax was lower due to some refunds from the payment in advance system in some countries and interest cash outflow was lower due to the different payment timings on the new debt facilities placed in July 2018.
In the table below, a summary of the cash flow is presented:
| Adjusted EBITDA | 187 | 16.4% | |
|---|---|---|---|
| I ncrease) / decrease in working capital | (27.7) | (4.1) | |
| Capex operational | (46.9) | (49.9) | |
| Capex - Net new vehicle stations | (3.5) | 2.7 | |
| Adjusted Operating Cash Flow | 139.9 | 136.0 | 2.8% |
| Cash Conversion rate | 54.2% | 72.6% | |
| Taxes Paid | (24.0) | (32.5) | |
| Interest Paid | (7.5) | (15.8) | |
| Adjusted Free Cash Flow | 108.4 | 87.8 | 23.5% |
| Extraordinaries & Others | (8.0) | (14.9) | |
| Applus+ Dividend | (18.6) | (16.9) | |
| Dividends to Minorities | (14.3) | (8.0) | |
| Open, ting Cash Generated | r. C |
48. | |
| Acquisitions | 1(43.8) | (95.9) | |
| Cash b/Changes in Financing & FX | 23.7 | (47.9) |
The figures shown in the table above are rounded to the nearest €0.1 million.
Net Debt, as defined by the Group's financial leverage covenant, reduced by €13.1 million to €509.9 million at the end of 2018. The reduction in the Net Debt was due to the strong free cash flow generated by the business less the spend of €43.8 million on acquisitions in the year as well as other items including the payment of a dividend to the shareholders of the Group. The resulting financial leverage ratio calculated as Net Debt divided by EBITDA was 2.3x (2017: 2.4x).
In recognition of the good cash flow, comfortable financial leverage and favourable future earnings and cash flow potential, the Board will propose to shareholders at the forthcoming Annual General Meeting, a dividend of 15 cents per share, an increase of 15.4% on the amount of 13 cents per share declared and paid for the previous year. This is equivalent to €21.4 million (2017: €18.6m) and is 22.1% (2017: 22.5%) of the adjusted net income of €97.2 million (2017: €82.8m) as shown in the summary financial results table above. The Board will aim to continue to propose and pay an annual dividend distribution of approximately 20% of the annual adjusted net profit.
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The Group operates in Argentina under two Automotive statutory inspection contracts and in the period generated revenue using the closing exchange rate at the end of the year, the revenue was equivalent to €18 million (1.1% of Group revenue).
As the Argentinian economy has been classified as hyperinflationary since 1 July 2018, in accordance with international Accounting Standard 29 (lAS 29), the Group has applied IAS 29 and lAS 21 to consolidate the results of Argentina into the Grouri accounts for the full year of 2018. This includes the restatement of the local financial statements by applying an inflation adjustment rate and then translating these into euros to consolidate them into the Group accounts using the period end closing exchange rate.
The main impacts on the Group financial statements for 2018 from accounting for the financial statements of Argentina using hyperinflationary accounting are as follows:
The first two items above equally impacted the results of the Automotive Division.
There were two new key accounting standards adopted by the Group in the year and applied from 1st January 2018. IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers.
IFRS 9 Financial Instruments has superseded IAS 39 and affects both financial assets and financial liabilities, in three main phases: (i) Classification and measurement; (ii) impairment methodology; and (iii) hedge accounting. Based on the new policy and the analysis conducted, the Group has registered a €6 million impairment in the financial statements within accounts receivable alongside the corresponding deferred tax impact against equity. No further impacts are expected.
IFRS 15 is the financial standard for the recognition of revenue from contracts with customers. The core principle is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Based on the new revenue recognition policy and the analysis conducted, the revenue recognition already used by the Group complies with IFRS 15 and therefore there was no financial impact in 2018 and there is not expected to be in future years, on the Group's financial position or performance.
Further detail and information on the adoption of these new accounting standards and other Amendments to accounting standards can be found in the Group's Consolidated Financial Statements as at 31 December 2018.
IFRS 16 Leases takes effect from 1 January 2019 and has a significant impact on the presentation of the financial results. It supersedes IAS 17 and related interpretations. As a lessee, the main concept behind it is the recognition of all leases under a single balance sheet model similar to that in existence for finance leases. In summary it is the booking of the asset and the corresponding financial liability in the balance sheet and applying depreciation and a finance cost instead of an operating lease cost in the profit and loss account. There is a deminimis limit where this does not apply.
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In 2018, Applus+ Group recorded a lease cost of €53 million that would have been impacted by this standard had it applied in 2018. The net accounting adjustment relating to this accounting standard made to the opening balance sheet at 1 January 2019 is for an increase in the non-current assets of €162 million, an increase in the non-current liabilities of €181 million, an increase in the deferred tax asset of €4 million and a decrease in equity of €15 million.
The net impact in the profit and loss for 2018 had this accounting standard applied, would have been a decrease in operating lease costs within operating costs of €53 million with the corresponding increase in depreciation of €45 million and an increase in finance costs of €8 million. The result of this is the Adjusted EBITDA will be higher by €53 million and the Adjusted EBITA will be higher by €8 million.
The leverage calculation (defined as net debt/EBITDA) will also result in a different ratio as a result of net debt increasing by €181 million and EBITDA increasing by €53 million, but the bank covenants in place are unaffected as they are all defined at "frozen GAAP" which is before applying IFRS 16.
Further detail and information on the adoption of this new accounting standard and other Standards and Amendments due to come into force on 1 January 2019 and later years can be found in the Group's Consolidated Financial Statements as at 31 December 2018.
The Group is on track to grow the business in line with the strategy update presented last year and it remains committed to deliver on the financial targets and capital allocation priorities. For this year, the Group is expected to continue delivering strong results with organic revenue growth at constant exchange rates to increase at midsingle digits and the margin to increase a further 20 to 30 basis points.
The Group operates through four global business divisions: Energy & Industry Division, Automotive Division, IDIADA Division and Laboratories Division, and the respective shares of 2018 revenue and adjusted operating profit are shown below.
FY 2018 revenue split FY 2018 adjusted operating profit split

The Energy & Industry Division is a leading global provider of non-destructive testing, inspection, quality assurance and quality control, project management, vendor surveillance, certification, asset integrity services and technical staffing services. The teams are made up of engineers and technicians with specialist skills focused on assisting companies to develop and control industry processes, protect assets, infrastructure and increased operational and environmental safety. They provide services for different industries such as oil & gas, power, construction, mining, aerospace, telecommunications.
Revenue for Energy & Industry for the year was €1,014.3 million, which was higher by 0.4% compared to the previous year.
Revenue growth bridge in € million:

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At constant exchange rates, organic revenue was up by 4.2%. Revenue was reduced by 0.2% from disposals made in the final quarter and currency translation reduced reported revenue by a further 3.6% mainly as a result of the weak US and Australian dollars against the Euro.
In the final quarter of the year, reported revenue was higher by 10.7% due to an increase in organic revenue of 11.5% less the revenue from disposals of 0.8% and no impact from currency translation_ The organic revenue growth in the final quarter was the highest quarterly increase for several years.
Adjusted operating profit for the year was €79.0 million, an increase of €0_2 million or 0.2% on the prior year.
Adjusted Operating Profit growth bridge in € million:

At constant exchange rates, organic adjusted operating profit increased by 4.8%. There was a reduction in operating profit from disposals of 0.1% and a negative currency impact of 4.5%. The currency impact on operating profit was slightly more than the currency impact on revenue due to the mix of revenue and profit by currency.
The operating profit margin remained stable in the year compared to the previous year at 7.8%. There was a slight organic margin increase but this was offset by the margin dilution due to currency.
At the end of the year, a non-destructive testing business for the aerospace industry called Talon Test Laboratories was purchased. The company is based in the USA and generated US\$4.5 million of revenue in 2018 prior to the purchase by Applus+, from providing ultrasonic testing to the suppliers to the aerospace manufacturers. Consolidating this business with the existing aerospace testing business Applus+ has in the USA will enable the Group to offer a complete range of products and services to this market.
In the final quarter of the year, the Group made two disposals including a disposal of a business based in the mature and non-strategic manpower market in the UK and had a low operating profit margin. The revenue consolidated within 2018 up to the date of disposals was €13.9 million.
The organic revenue for the division grew strongly in 2018 from improving market conditions and market share growth.
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The part of the division that provides services to oil and gas infrastructure accounting for 59% of the revenue grew at close to mid-single digits, being at a slower pace than the rest of the division that grew at mid-single digits.
This increase in the organic revenue of the oil and gas part of the division is the first annual increase in over three years and reflects the improving market conditions. The improvement accelerated on a quarterly basis through the year with very strong quarter on quarter growth in the fourth quarter of the year. The improvement in the market came from both the more recurrent operational expenditure (opex) exposed services which now account for 70% of the revenue of oil and gas and also from the more cyclical new investment (capex) exposed business which accounts for the remaining 30% of the revenue of oil and gas with good revenue growth coming from the apex part and a reduced level of decline from the capex part.
The more cyclical oil and gas capex exposed business now accounts for approximately 18% of the Energy & Industry division revenue and 11% of Group revenue.
The other part of this division that provides services to infrastructure in the power generation and distribution industry, utilities, telecom, mining and civil construction as well as non-destructive testing services to the aerospace industry performed strongly due to increased demand for inspection on large projects in Applus+" traditional markets of Spain and Latin America as well as an increase in market share in the Middle East and Canada.
North America accounting for 27% of the division by revenue in the year and mainly exposed to the upstream and pipeline oil and gas market grew at low single digits for the year. This growth in revenue was from inspection on smaller capex projects, pipeline integrity services and large facility turnarounds in Canada. In Canada, there was also a large one-off non-destructive testing contract for a ship manufacturer that demonstrates the increasing diversification from the largest end market of oil and gas.
In Latin America accounting for 10°/0 of the division by revenue and where there is a mix of services to different end markets, revenue increased very strongly in the year, in all countries and across the three key end markets of oil and gas, power generation and distribution and civil infrastructure projects.
In Northern Europe accounting for 18% of the division by revenue and where a high proportion of the revenue comes from recurring operational expenditure exposed work to the downstream industries, organic revenue was down mid-single digits at constant exchange rates due to fewer large international projects managed out of the region and a competitive opex market in Europe. The North Sea market that we manage from Norway returned to growth due to an increase in capex investment by the oil companies.
In Southern Europe, Africa, Middle East, Asia & Pacific accounting for 45% of the division of which the largest part are services to other end markets such as power, construction and telecom infrastructure had strong overall performance led by Spain, the Middle East and Oceania growing well in all end markets and more than compensating for the decrease in Africa and South East Asia from the lack of investment in existing and for new projects in the oil and gas sector. The large 7 year opex contract with Shell in Australia that started in 2017 is performing very well.
The Laboratories Division provides testing, certification and engineering services to improve product competitiveness and promote innovation. The division operates a network of multidisciplinary laboratories in Europe, Asia and North America. With its cutting-edge facilities and technical expertise, the services bring high added value to a wide range of industries, including aerospace, automotive, electronics, information technology and construction. In 2017 and 2018, the Laboratories Division has acquired five companies and expanded some testing facilities in order to reinforce its position in the automotive components, fire protection, and calibration sectors.
Revenue for Laboratories division for the year of €76.6 million was 18,8% higher than the previous year.
Revenue growth bridge in € million:

Revenue growth at constant exchange rates was 19.7% made up of organic revenue growth of 10.2% plus revenue from acquisitions of 9.5%. There was a negative currency translation impact of 0.9% as a result of the weak USD against the Euro.
In the final quarter of the year, reported revenue was up 22.0% coming from organic revenue growth of 10.0% plus revenue from acquisitions of 12.3% less a decline less a negative currency impact of 0.3%.
Adjusted operating profit for the year was €9.7 million, an increase of €3.0 million or 44.7% on the prior year with a total margin increase of 230 basis points to 12.7%.
Adjusted Operating Profit growth bridge in € million:

The Laboratories division had a very good performance in the year in both revenue and profit and from organic and in total that came from strong service delivery of projects in healthy market conditions plus good performance from well executed acquisitions. The division made two acquisitions during the year making it five acquisitions made in two years that have added €12 million of additional revenue at a high margin.
All four key business units of the division performed well: industry (includes aerospace and electrical and electromagnetic compatibility testing for the electronics and automotive sector); Construction (includes fire and structural testing of building materials); IT (includes electronic payment system protocol testing and approval) and; Metrology (includes calibration and measuring instruments).
In the second quarter of the year, the division made two small, but highly strategic acquisitions. One in the UK called 3C laboratories which provides electrical and electromagnetic compatibility testing to the UK based automotive industry_ It generated €3.4 million in annual revenue. The second was DatapointLabs in New York state that has annual revenue of US\$4 million and specialises in the characterisation of materials for simulation of performance for a number of industries including automotive, aeronautics and biomedical. The performance of these acquisitions have overall been above expectations.
The increase in the adjusted operating profit margin was from the strong organic revenue growth plus the higher margin acquisitions.
The Automotive Division is a leading provider of statutory vehicle inspection services globally. The division provides vehicle inspection and certification services across a number of jurisdictions where periodic vehicle inspections for compliance with technical safety and environmental specifications are mandatory. In 2018, from the 30 programmes held by the Group, 16 million vehicle inspections were carried out and a programme managed a further 6.6 million inspections carried out by third parties across Spain, Ireland, Denmark, Finland, the United States, Argentina, Chile, Costa Rica, Andorra, Uruguay and Ecuador. New contracts in Uruguay and Ecuador were commenced in 2018.
Revenue of €371.3 million was 19.5% higher than the previous year.
Revenue growth bridge in € million:

Revenue growth at constant exchange rates was 25.8% made up of organic revenue growth of 4.7% plus acquisition revenue of 21.1%. There was a negative currency translation impact of 6.3% as a result of the weak Argentinian peso and US dollar against the Euro.

In the final quarter of the year, reported revenue was up 0.7% due to revenue from the acquisition of Inversiones Finisterre of 7.7% less a negative currency impact of 7.0% and no change in organic revenue. Inversiones Finisterre was purchased in November 2017 and is a company that manages the statutory vehicle inspection concessions in the autonomous region of Galicia, North West Spain and in Costa Rica. The flat organic revenue in the last quarter of the year was due to the high comparable growth rate (Q4 2017: +8.2%) that arose following the significant revenue from the sale of new equipment at the start of a new programme in Massachusetts.
Adjusted operating profit for the year was €82.9 million, an increase of 41.2% on the prior year resulting in a margin increase 340 basis points to 22.3%.
I + 6.6% + 42.3% (7.7)% FY 2017 Adj, Organic Op. Profit Acquisitions Fx impact FY 2018 Adj. Op, Profit % AOP [7.771 Margin
Adjusted Operating Profit growth bridge in € million:
At constant exchange rates, adjusted operating profit increased by 48.9% made up of an organic profit increase of 6.6% plus profit from the acquisition of Inversiones Finisterre of 42.3%. There was a negative currency impact of 7.7% for the year, slightly more than the impact on revenue.
The increase in the operating profit margin came primarily from the acquisition of Inversiones Finisterre but there was also a further 34 basis points of organic margin improvement.
The division had an excellent performance in the year both for organic and as reported with growth from the existing contracts as well as a full year's inclusion of the new contract in Massachusetts and of the acquisition of Inversiones Finisterre and a part year of the new contracts in Uruguay and Ecuador.
By region, in Spain the overall growth was healthy in the mid-single digits. The small contract in Menorca with annual revenue of approximately €1.8 million ended in the final quarter of 2018 following a decision not to retender for it due to the higher level of costs required and the returns would not meet the required hurdle rates.
The exclusive contract in Ireland, which is the largest in the division accounting for over 21% of the division revenue, had an increase in revenue in the low single digits for the year. The contract, that is due to end in June 2020, is currently under a re-tender process for which Applus+ is vigorously bidding and the outcome of this is expected to be known in May or June of this year.
The programmes in the liberalised markets in the Nordic countries had stable revenue year on year.
The various programmes in the US are performing well although due to the significant one-off revenue from the sale of equipment at the start of the Massachusetts programme in the second half of 2017, the revenue was lower in the second half of 2018. There were several mostly small contracts in the US that renewed for between one and three years. These were in Connecticut, Georgia and Weber county although the contract in Washington state that generated €8 million of revenue in 2018 terminates at the end of 2019 with no replacement programme.
There was a strong revenue and profit performance in all the countries the Group operates in Latin America including on an underlying basis in Argentina. There are now eight separate programmes in five countries in Latin America (Argentina, Chile, Costa Rica, Ecuador and Uruguay) and a further two recently won programmes due to commence in 2019. One of these is a small contract in the city of Portoviejo in Ecuador and the other is for periodic testing of taxis in Buenos Aires that is expected to generate between €2 and €3 million in revenue per year at current exchange rates over 5 years.
The Group accounted for the first time in 2018 for the financial performance arising from the contracts in Argentina on the basis of hyperinflation. The impact on the division as a result of this change in accounting method was to report lower revenue by €1.8 million being 0.5% of the 2018 reported revenue of the division and lower adjusted operating profit of €0.7 million being 0.8% of the 2018 adjusted operating profit of the division. Excluding the results of the programmes in Argentina, the year to date organic revenue growth would have been 3.3% and the negative currency impact would have been 1.2%.
A small new contract was won for a new programme in the Republic of Georgia that is expected to start in 2019 and there is a strong pipeline of further greenfield and market share opportunities that are being pursued.
IDIADA A.T. (80% owned by Applus+ and 20% by the Generalitat of Catalonia) has since 1999 been operating under an exclusive contract at the 331-hectare technology centre near Barcelona (owned by the Generalitat of Catalonia), which includes the most comprehensive independent proving ground, testing laboratories and vehicle development centre for motor vehicles in Europe. The contract runs until 2024 and is renewable until 2049.
This division provides services to the world's leading vehicle manufacturers for new product development activities in design, engineering, testing and homologation.
Revenue of €213.7 million for the year was 7.9% higher than the previous year.
Revenue growth bridge in million:

Revenue growth at constant exchange rates was 8.5% made up of organic revenue growth of 7.0% plus revenue from an acquisition during the year of 1.5%. There was a negative currency translation impact of 0.6%.
In the final quarter of the year, revenue was up 4.0% from an increase in organic revenue of 2.4%, revenue from the acquisition of 2.0% and less a currency impact of 0.4%. The final quarter organic revenue growth was slower than this division usually reports due to discontinued low profitable activities outside of Spain and this lower growth is expected to be temporary with annual organic revenue growth in 2019 expected to be in line with that of 2018.
Adjusted operating profit for the year was €26.8 million, an increase of 11.7% on the prior year resulting in a margin increase of 40 basis points to 12.5%.
Adjusted Operating Profit growth bridge in € million:

At constant exchange rates, adjusted operating profit increased by 10.3% made up of an organic profit increase of 7.1% plus profit from the acquisition of 3.2%. There was a positive currency impact of 1.4% for the year due to the weaker foreign currency revenue generating a loss.
The increase in the operating profit margin came in equal parts from the higher margin acquisition and the positive margin impact of currency translation changes with the organic margin remaining stable.
The organic revenue growth for the year was strong and this generated an improvement in the organic margin.
The acquisition revenue is from Karco Engineering which is a crash testing business in California and was purchased in the second quarter of the year. Karco is performing well with revenue synergies with the ID1ADA division materialising.
There was strong revenue and profit growth for the year in all business lines.
Revenue generated from renting out the use of the Proving ground that accounts for 19% of the division increased as a result of squeezing in some additional capacity. Further track construction is underway for Connected and Autonomous Vehicle testing.
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Homologation accounting for 16% of the revenue of the division was up strongly mainly due to the new EU emission standard known as WLTP (Worldwide Harmonised Light Vehicle Testing Procedure) that replaced the standard known as NEDC (New European Driving Cycle). Although WLTP generated revenue will be lower in 2019, testing for WLTP last year for some new Auto manufacturers has also opened up some new wider relationships with some customers that previously outsourced very little.
There was also a continuation of strong growth in the largest segments of Body & Passive Safety and Chassis & Powertrain as well as other segments for electric vehicle development and engineering support for ADAS (Advanced Driver Assistance Systems).
The main business risks facing the Group are those typical of the businesses and countries in which it operates and of the current macroeconomic environment, The Group actively manages the main risks and considers that the controls designed and implemented to that effect are effective in mitigating the impact of these risks when they materialise.
The main purpose of the Group's financial risk management activity is to assure the availability of funds for the timely fulfilment of financial obligations and to protect the value in euros of the Group's economic flows and assets and liabilities.
Management is focused on the identification of risks, the determination of tolerance to each risk, the hedging of financial risks, and the control of the hedging relationships established.
The Group's policy hedges all significant and intolerable risk exposures as long as there are adequate instruments for this purpose and the hedging cost is reasonable. The main financial risks to which the Group is exposed and the practices established are detailed in the corresponding notes to the consolidated financial statements.
Additionally, in the Annual Corporate Governance Report, the control and risk management systems adopted by the Applus Group are described in sections E and F, as well as the risk control and management system in relation to the issuance process of the company financial information (SCIIF).
Innovation is one of the pillars of the CSR policy of the Applus Group. In the Corporate Social Responsibility Report (which is part of this consolidated management report) all the issues related to Research and Development activities are described in detail,
At 31 December 2018, the Group holds a total of 283,400 treasury shares at an average cost of EUR 12.01 per share. The value of these treasury shares totalled EUR 3,405 thousand, which is recognised under "Treasury Shares" in the accompanying consolidated statement of financial position as at 31 December 2018 (see Note 3.x).
At 31 December 2017, the Group holds a total of 112,744 treasury shares at an average cost of EUR 10.52 per share. The value of these treasury shares totalled EUR 1,186 thousand, which is recognised under "Treasury Shares" in the accompanying consolidated statement of financial position as at 31 December 2017 (see Note 3.x).
In March 2018 the Group delivered to, Senior Executives and certain executives of the Group a total of 124,344 shares, (577,706 shares in 2017) in all cases in accordance with the schedule incentives plan granted (see Notes 19 and 29).
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No events have occurred since 31 December 2018 other than those described in the notes to the accompanying consolidated financial statements.
The Group uses financial derivatives to eliminate or significantly reduce certain interest rate and foreign currency risks relating to its assets. During 2018 the Group has not acquired any financial derivative instruments.
The Group companies with tax residence in Spain adapted their payment periods in line with Additional Provision Three "Disclosure Obligation" of Law 15/2010, of 5 July (amended by Final Provision Two of Law 31/2014, of 3 December), which was prepared in accordance to the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 on information to be incorporated in notes to the financial statements in relation to average payment periods to suppliers in commercial transactions.
| 2018 | 2017 I |
||
|---|---|---|---|
| Days | |||
| Average payment period to suppliers | 60 | 60 | |
| Ratio of transactions settled | 61 | 67 | |
| Ratio of transactions not yet settled | 53 | 60 | |
| Thousands of Euros | |||
| Total payments made | 156,667 | 144,654 | |
| Total payments outstanding | 27,681 | 14,887 |
The data shown in the table in relation to payments to suppliers relates exclusively to the Spanish companies, which are those with a payment period that is greater than the Group average of 51 days. The data shown in the table in relation to payments to suppliers relate, pursuant to the ICAC Resolution, to commercial transactions relating to goods supplied and services provided since the entry into force of Law 31/2014, of 3 December.
Suppliers, solely for the purpose of disclosing the information provided for in this resolution, are considered to be trade creditors for the supply of goods and services and are included under "Current Liabilities - Trade and Other Payables" in the accompanying statement of financial position.
"Average Payment Period to Suppliers" is understood to be the period between the supply of the goods or the provision of the services on the supplier's account and the effective payment of the transaction.
The maximum payment period applicable to the Spanish consolidated companies under Law 3/2004, of 29 December, on combating late payment in commercial transactions, is 30 days. This period may be extended by agreement between the parties, but under no circumstances should be superior to 60 natural days (same legal period in 2017).
Nevertheless, the major portion of this outstanding amount owed by Spanish societies at the end of 2018 has been paid in the first two months of 2019.
92
In compliance with article 49 of the Commercial Code, the status of the consolidated non-financial information is presented in the Corporate Social Responsibility Report, which is attached to this Management Report. This report has been prepared in accordance with the Global Reporting Initiative standards in its Core version (GRI). This consolidated non-financial information report forms an integral part of the Management Report and is subject to the same approval, deposit and publication criteria as the Management Report.
The Annual Corporate Governance report, as well as the Annual Corporate Social Responsibility report, which are part of this Management report, can be consulted in the subsequent annexes of this report. They are also available in Applus Group webpage and in the "ComisiOn Nacional del Mercado de Valores" (CNMN/rs webpage.
www.applus.com
www.cnmv.es

In accordance with the provisions of article 253 of the Spanish Companies Act and article 42 of the Spanish Code of Commerce, the Board of Directors of Applus Services, S.A., in its meeting of 20 February 2019, has drawn up the consolidated financial statements (comprising the consolidated statement of financial position, consolidated statement of profit and loss, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and explanatory notes) and the management report for year 2018, which are included in the documents preceding this signature page and their annexes, all of them correlatively ordered.
Barcelona, 20 February 2019
Mr. Christopher Cole Chairman
Mr. ilohn Daniel HoPtieiste
Direigtgr/
'wL
Mr. Richard Campbell Nelson Director
Ms. Maria Cristina Henriquez de Luna Basagoiti Director
Mr. Ernesto Gerardo Mata Lopez Director
Mr. Fernando Basabe Armijo Director
Mr. Nicolas Villen Jimenez Director
94
| Name | Applus Servicios Tecnoldgicos, S.L.0 |
Azul Holding 2, S.a.r.l. | Applus iteuve Argentina, S.A. |
Applus Santa Maria del Buen Ayre, S.A. |
Applus Uruguay, S.A. | Revisiones Tecnicas Applus del Ecuador Applusiteuve, S.A. |
Applus Technologies, Inc, |
7 Janx Holding, Inc |
|---|---|---|---|---|---|---|---|---|
| Registered office | Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
7, rue Robert Stamper I L 2557-Luxembourg (Luxembourg) |
Reconquista 661 — 2, C 1003 Ciudad de Buenos Aires (Argentina) |
Jurisdiccion de la Ciudad autOnoma de Buenos Aires (Argentina) |
Guayabos n° 1718, Guayabos escritorio 505 Montevideo (Uruguay) |
Avda Patria n°E4-41 Interseccion Avda Amazonas edificio Petrie Piso 10 Oficina 01, Pichincha, Quito (Ecuador) |
615, Dupont Highway, Kent County Dover, State of Delaware (USA) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
| Line of business | Holding company | Holding company | Vehicle roadworthiness testing |
Right and compliance of the obligations corresponding to public services concessions relating to the obligatory Technical Verification of Vehicles |
Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Certification services through non detestructive testing |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
- 100% Full consolidation |
- 100% _ Full consolidation |
_ 100% Full consolidation |
_ - 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
| Name | Libertytown USA 1, Inc. | Libertytown USA Finco, Inc. |
Applus Iteuve Technology, S.L.0 |
IDIADA Automotive Technology, S.A |
Applus Argentina, S.A. | IDIADA Fahrzeugtechnik, GmbH. |
CTAG-Idiada Safety Technology, S.L. |
Applus Chile, S.A. |
|---|---|---|---|---|---|---|---|---|
| Registered office | 615, Dupont Highway, Kent County Dover, State of Delaware (USA) |
615, Dupont Highway, Kent County Dover, State of Delaware (USA) |
Calle Campezo 1, edificio 3, Fergus Empresarial Las Mercedes, Madrid (Spain) |
L'Albornar, s/n PO BOX 20,43710 Sta Oliva. Tarragona (Spain) |
Reconquista 661 — Piso 2, C 1003 Ciudad de Buenos Aires (Argentina) |
Manfred Hochstatter Strasse 2, 85055 Ingolstadt (Germany) |
Po[igen° A Granxa, Farcelas 249-250. 36410 Porrifio, Pontevedra (Spain) |
Avenida Americo Vespucio 743 - Huechuraba - Santiago de Chile (Chile) |
| Line of business | Holding company | Holding company | Vehicle roadworthiness Engineering, testing testing |
and certification | Holding company | Engineering, testing and certification |
and certification | Engineering, testing Vehicle roadworthiness testing |
| Ownership interest held by Group companies: Direct Indirect _Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
80% Full consolidation_ _ |
- 100% Full consolidation |
- 80% Full consolidation |
40% Full consolidation |
100% Full consolidation |
| Name | Applus Iteuve Euskadi, S.A., Sociedad Unipersonal |
Applus Revisiones Tecnicas de Chile, S.A. |
Applus Danmark, A/S | IDIADA CZ, A.S. | K1 Kasastajat, OY | Inspeccio Monica de vehicles i serveis, S.A. |
Idiada Automotive Technology India PVT, ltd |
ShangailDlADA Automotive Technology Services Co. Ltd |
|---|---|---|---|---|---|---|---|---|
| Registered office | Poligono Ugaldeguren I Farcela 8, 48710 Zamudio, Vizcaya (Spain) |
Avenida Americo Vespucio 743 - Huechuraba - Santiago de Chile (Chile) |
Korsolalsvej, 111 2610 Rodoure (Denmark) |
Prazska 320/8,500 04, Hradec Kralove (Czech Republic) |
Joukahaisenkatu 6, 20520 Turku Finland |
Ctra de Bixessarri s/n, Aixovall AD600 (Andorra) |
Unit no. 206, 2nd Floor,Sai Radhe • Building Raja Bahadur Mill Road, off Kennedy Road, Pune 411 001 (India) |
Jucheng Pioneer Park, Building 23, 3999 Xiu Pu Road, Nan Hui 201315 Shanghai (Pudong District) (China) |
| Line of business | Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Engineering, testing and certification |
Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Engineering, testing and certification |
Engineering, testing and certification |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
- 100% _ Full consolidation |
- 80% FuN consolidation |
- 100% Full consolidation |
50% Full consolidation |
80% Full consolidation |
80% Full consolidation |
| Name | Applus Euskadi Holding, S.L.U. |
Applus Car Testing Service, Ltd. |
Idiada Tecnologia Automotiva, Ltda. |
Idiada Automotive Technology UK, Ltd. |
Shan don Idiada Automotive and tire proving ground Co, Ltd |
Applus lteuve Galicia, S.L.U. |
Inversiones Finisterre, S.L. |
Supervision y Control, S.A.U. |
|---|---|---|---|---|---|---|---|---|
| Registered office | Poligono Ugaldegumn, 1 parcels 8, Zamudio, Vizcaya (Spain) |
3026 Lakedrive, Citywest Business Campus, Naas Road, Dublin 24 (Ireland) |
Cidade de Sao Bernardo do Campo, Estado de Sao Pub, na Rua Continental, n* .134, Jardim do Mar, CEP 09750-060 (Brazil) |
St Georges Way Bermuda Industrial Estate, Nuneaton, Warwickshire CV10 7JS (UK) |
Room 302, No.1 industrial building of West Jin Hui Road, South Qi Xiao (China) |
Ctra. N-VI, Km. 582,6 - 15168 Espiritu Santo - Sada, A Coruna (Spain) |
Ctra. N-Vt, Km. 582,6 -' 15168 Espiritu Santo - Sada, A Coruna (Spain) |
Ctra. N-VI, Km. 582,6 - 15168 Espiritu Santo - Sada, A Coruna (Spain) |
| Line of business | Holding company | Vehicle roadworthiness testing |
Engineering, testing and certification |
Engineering, testing and certification |
Engineering, testing and certification |
Holding company | Holding company | Vehicle roadworthiness testing |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
80% Full consolidation |
80% Full consolidation |
80% Full consolidation |
100% Full consolidation |
80% Full consolidation |
80% Fulonsolidalon_, |
| Name | RITEVE SyC, S.A. | Inspecciones y Avaltlos SyC, S.A. |
Applus ldiada Karco Engineering, LLC |
LGAI Technological, Center, S.A. |
Applus Mexico, S.A. de C.V. |
LGAI Chile, SA | Applus Costa Rica , SA . | Applus Norcontrol, S.L., Sociedad Unipersonal |
|---|---|---|---|---|---|---|---|---|
| Registered office | Lagunilla de Heredia, ciento cincuenta metros al este de la Bomba Texaco (Costa Rica) |
Heredia, CantOn Central, Distrito UNoa, Lagunilla, 150 metros este de la Bomba Uno (Costa Rica) |
9270 Holly Road. 92301 Adelanto. Califoma (USA) |
Campus de la UAB,Ronda de la Font del Carme, s/n, 08193 Bellaterra-Cerdanyola del Valles. Barcelona (Spain) |
Blvd. Manuel Avila Camacho 184, Piso 4- A, Col. Reforma Social, C.P. 11650 Mexico D.E. (Mexico) |
Alberto Henckel 2317, Providencia, Santiago de Chile (Chile) |
Oficentro Ejecutivo La Edificio 7, Sabana' Primer piso, Local 2 , San Jose (Costa Rica) |
Crta. Nacional VI-Km 582, 15168, Sada, A Coruna (Spain) |
| Line of business | Vehicle roadworthiness testing |
Vehicle roadworthiness testing |
Engineering, testing and certification |
Certification | Quality system audit and certification |
Quality system audit and certification |
Quality system audit and certification |
Inspection, quality control and consultancy services |
| Ownership interest held by Group companies: Direct Indirect ;Method used to account the investment |
44% Full consolidation |
100% Full consolidation |
67% Full consolidation |
95% Full consolidation |
95% Full consolidation |
95% Full consolidation |
95% Full consolidation |
95% Full consolidation __ |
| Name | Novotec Consultores, S.A., Sociedad Unipersonal |
Applus Panama, S.A | Applus Norcontrol Panama, S.A. |
Norcontrol Chile, S.A. | Norcontrol Inspection, S.A. de C.V. — Mexico |
Applus Norcontrol Guatemala, S.A. |
Applus Norcontrol 1 Colombia, Ltda |
Norcontrol Nicaragua, S.A. |
|---|---|---|---|---|---|---|---|---|
| Registered office | Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
Calle Jacinto Palacios Cobos, Ediiicio 223, piso 3, locales A y C, Ciudad del Saber; Clayton, Ciudad de Panama (Panama) |
Calle Jacinto Palacios Cobos, Edificio 223, piso 3, locales A y C, Ciudad del Saber; Clayton, Ciudad de Panama (Panama) |
Alberto Henckel 2317, Providencia, Santiago de Chile (Chile) |
Blvd. Manuel Avila Camacho 184, Piso 4- B, Col. Reforma Social Social, C.P. 11650 Mexico, D.F (Mexico) |
Km 14,5 Carretera a El Salvador, Santa Catarina Pinula (Guatemala) |
Calle 17, tram. 69-46 Bogota (Colombia) |
CoIonia Los Robles, Km. 6,500 Carretera Masaya, Managua (Nicaragua) |
| Line of business | Services related to quality and safety in industrial plants, buildings,etc. |
Certification | Inspection, quality control and consultancy services |
Inspection, quality control and consultancy services |
Inspection, quality control and consultancy services |
Inspection, quality control and consultancy services |
Inspection, quality control and consultancy services |
Inspection, quality control and consultancy services |
| Ownership interest held by Group companies: Direct Indirect .Method used to account the investment |
100% Full consolidation |
95% Full consolidation |
95% Full consolidation |
- 95% Full consolidation |
- 95% Full consolidation |
- 95% Full consolidation |
96% Full consolidation |
95% Full consolidation |
| Name | Röntgen Technische Dienst Holding BV |
Applus Centro de Capacitacion, S.A. |
RTD Quality Services, SRO |
- Applus RTD France Holding, S.A.S |
Applus RTD Deutschland inspektions Gesellschaft, Gmbh , |
Röntgen Technische Dienst B.V. |
RTD Quality Services, Inc (Canada) |
RTD Quality Services Nigeria Ltd. |
|---|---|---|---|---|---|---|---|---|
| Registered office | Delftweg 144, 3046 NC Rotterdam (The Netherlands) |
Alberto Henckel 2317, Providencia, Santiago de Chile (Chile) |
U Stadionu 89, 530 02 Pardubice (Czech Republic) |
129 Rue Servient 69326 Lyon Cedex 03 (France) |
industriestralle 34 b, 44894 Bochum (Germany) |
Detftweg 144, 3046 NC Rotterdam (The Netherlands) |
5504 36 St NW, Edmonton, AB T6B 3P3 (Canada) |
Warn Boat Yard, 28 WarrilSapele Road, Warm, Delta State (Nigeria) |
| Line of business | Holding company | Provision of training services |
Certification services through non- detestructive testing |
Holding company | Certification services through non- detestructive testing |
Certification services through non- detestructive testing |
Certification services through non- detestructive testing |
Certification services through non detestructive testing |
| FOwnership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
95% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
- . 49% Full consolidation |
| Name | Applus RID USA, Inc. | RTD Holding Deutschland, Gmbh |
Applus RID UK Holding, Ltd |
Applus RID PTE, Ltd (Singapore) |
Applus Colombia, Ltda. | Applus (Shangai) ection Co, Quality insp L td |
Applus RTD Certification, B.V. |
Applus PTY, Ltd (Australia) |
|---|---|---|---|---|---|---|---|---|
| Registered office | 3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
Industriestr. 34. D-44894, Bochum (Germany) |
Unit 2, Blocks C and D, West Mains Industrial Estate, Grangemouth, FK3 BYE, Scotland (UK) |
521 Bukit Batok St 23, Unit 05-E, Singapore (Singapore) |
Calle 17, ntim 69-46, Bogota (Colombia) |
Jucheng Industrial Park, Building 23, 3999 X iu Pu Rd, Nan Hui, Shanghai 201315 (China) |
Delftweg 144, 3046 NC Rotterdam (The Netherlands) |
94 Discovery Drive, Bibra Lake WA 6163 (Australia) |
| Line of business | Certification services through non-detestructive testing |
Holding company | Holding company | Certification services through non detestructive testing |
Certification | Inspection services in quality processes, production processes, technical assitance and consultancy |
Certification services through non detestructive testing |
Certification services through non detestructive testing |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 100% Fut consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
- 95% Full consolidation |
95% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
| Name | Applus RTD Norway, AS | Arctosa Holding, B.V. | Libertytown USA 2, Inc. | Libertytown Australia, PTY, Ltd. |
Applus RTD UK, Ltd | Appius RTD SP, z.o.o. | Applus Energy, S.L.U. | RTD Slovakia, s.r.o. |
|---|---|---|---|---|---|---|---|---|
| Registered office | Finnestadgeilen 38, 4029 Stavanger (Norway) |
Delftweg 144, 3046 NC Rotterdam (The Netherlands) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
94 Discovery Drive, Bibra Lake WA 6163 (Australia) |
Unit 2, Blocks C and D, West Mains Industrial Estate, Grangemouth, FK3 BYE, Scotland (UK) |
Raclawicka, 19, 41-506 Chorzow (Poland) |
Calle Campezo 1, edificio 3, Parque Emi3resarial Las Mercedes, Madrid (Spain) |
Udernicka 11; 851 01; Bratislava, (Slovakia) |
| Line of business | Certification services through non-detestructive testing |
Holding company | Holding company | Holding company | Certification services through non detestructive testing |
Certification services through non detestructive testing |
Provision of advisory services and auditing in the energy sector |
Certification services through non detestructive testing |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 100% Full consolidation _ |
- 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
- 100% Full consolidation |
100% _ Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
| Name | Autoservices Online, S.L.U. | APP Management, S. de R.L. de C.V. |
Libertytown Applus RTD Germany Gmbh |
Applus Norcontrol Maroc, Sari |
Applus RTD Gulf DMCC. |
Applus Qualitec Servicos de Engenheria, Ltda. |
Applus Lgai Germany, , Grnto |
BK Werstofftechnik Prufstelle Fur Werkstoffe, Gmbh |
|---|---|---|---|---|---|---|---|---|
| Registered office | Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
Blvd. Manuel Avila Camacho 184, Piso 4-A, Col. Reforma Social, C.P 11650 Mexico D.F. (Mexico) |
Industrie Strasse 34 b, 44894 Bochum (Germany) |
INDUSPARC Module N°11BD AHL LOGHLAM Route de Tit Mellil Chemin Tertiaire 1015 Sidi Moumen 20400, Casablanca (Morocco) |
16th Floor, Office 1601, Swiss Tower, Jumeirah Lake Towers, PO Box 337201, (United Arab Emirates) |
Cidade de Ibirite, Estado de Minas Gerais, na Rua Petrovale, quadra 01, tote 10, integrante da area B, na450, Bairro Distrito Industrial Marsil, CEP 32.400- 000 (Brazil) |
Zur Aumundswiede 2, 28279 Bremen (Germany) |
Zur Aumundswiede 2, 28279 Bremen (Germany) |
| Line of business | Provision of services related to the automotive sector and vehicle and road safety, engineering processes, training design, testing, homologation and certification, as well as technical audits of automotive establishments |
Provision of professional, technical, administrative and human resources services |
Holding company | Inspection, quality control and consultancy services |
Certification services through non detestructive testing |
Certification services through non detestructive testing |
Certification | Certification |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
95% Full consolidation |
100% Full consolidation |
- 100% Full consolidation |
- 95% Full consolidation |
- 95% Full consolidation |
| Name | Ringal Brasil Investimentos, Ltda. |
Burek and Partner, Gbr. | Assinco-Assesoria Inspegao e Controle, Ldta |
Applus Norcontrol Peru, S.A.C. |
Kiefner &Associates Inc. |
John Davidson & Associates PTY, Ltd |
JDA Wokman Limited | PT JDA Indonesia |
|---|---|---|---|---|---|---|---|---|
| Registered office | Cidade de Ibirite, Estado de Minas Gerais, na Rua Petrovale, quadra 01, lote 10, integrante da area B, n8450, Bairro Distrito Industrial Marsil, CEP 32.400-000 (Brazil) |
Zur Aumundswiede 2, 28279 Bremen (Germany) |
Rua Petrovale, quadra 01, lote 10, integrante da area B, n° 450, Bloco 2 - 1° andar, Bairro Distrito Industrial Marsil, EP 32400-000 Cidade de lbirite, Estado de Minas Gerais (Brazil) |
Avenida el Derby, 254, Oficina 901. Edificio Lima Central Tower. Surco. Lima (Peru) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
Unit 22, 23 Ashtan Place, Banyo, Queensland, 4014 (Australia) |
Unit 11, Section 53, Allotment 15 & 16, Ume Street, Gordons, Port Moresby, National Capital District, (Papua New Guinea) |
Plaza Aminta 9th floor, JI. TB Simatupang Kay. 10, South Jakarta (Indonesia) |
| Line of business | Holding company | Certification | Inspection, quality control and consultancy services |
Inspection, quality control and consultancy, services |
Certification services through non detestructive testing |
Provision of executive I recruitment services |
Provision of executive recruitment services |
Provision of technical engineering and planning, conservation and operational services, technical training and human resource development |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 100% Full consolidation |
95% Full consolidation |
- 100% Full consolidation |
96% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
| Name | Applus Norcontrol Consultoria e Ingenieria, SAS |
Applus Mongolia, LLC | Applus Laboratories, AS . |
Applus Arabia L.L.0 | Applus ll Meio Ambiente Portugal, Lda |
Ringal Invest, S.L.U | Applus Velosi DRC, Sari |
Ingelog Consultores de Ingenieria y Sistemas, S.A. |
|---|---|---|---|---|---|---|---|---|
| Registered office | Calle 17, ntirn. 69-46 Bogota (Colombia) |
3a plants, San Business Centre, Sukhbaatar District, 8th Khoroo, Baga toiruu, Street 29 of Prime Minister Amar, Ulaanbaatar (Mongolia) |
Langmyra 11, 4344 Bryne (Norway) |
Dammam (Saudi Arabia) |
Complexo Petroquimico, Monte Feio, 7520-954 Sines (Portugal) |
Calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
Lubumbashi, Avenue Lumumba, N. 1163, (Nattier Industrial, Commune Kampemba (Congo) |
Alberto Henckel 2317, Santiago de Chile (Chile) |
| Line of business | Inspection, quality control and consultancy services in the industry and services sector |
Provision of human resources consultancy in the area of recruitment, placement candidates and related services |
Certification | Certification | Inspection, quality control and consultancy services |
Holding company | Provision of permanent contract services |
Counseling and consulting services in the areas of engineering, infraestructure, environment, etc. |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 95% Full consolidation |
100% Full consolidation |
95% Full consolidation |
48% Full consolidation |
95% Full consolidation |
- 100% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
| Name | Ingelog Servicios Generales, Ltda (Sergen) |
Ingelog Guatemala Consultores de Ingenieria y Sistemas, S.A. |
Ingeandina Consultores de Ingenieria, S.A.S. |
Ingelog Costa Rica S.A. |
Applus RID USA Aerospace Holding, Inc. |
X-RAY Industries, Inc. | Composite Inspection Solutions, LLC. |
Applus Laboratories USA, Inc. |
|---|---|---|---|---|---|---|---|---|
| Registered office | Alberto Henckel 2317, Santiago de Chile (Chile) |
Ciudad de Guatemala (Guatemala) |
Calle 17, num. 69-46 Bogota (Colombia) |
San Jose de Costa Rica, cafe treinta y uno, avenidas nueve y once, Barrio Escalante (Costa Rica) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
3 Sugar Creek Center Blvd. Suite 600 Sugar , Land, TX 77478 (USA) |
1961 Thunderbird, Troy Michigan 48084 (USA) |
615 S. DuPont Highway, Kent County, Dover, Delaware 19901 (USA) |
| Line of business | Provision of transport and rental of vehicles |
Counseling and consulting services in the areas of engineering, infraestructure, environment, etc. |
Counseling and consulting services in the areas of engineering, infraestructure, environment, etc. |
Counseling and consulting services in the areas of engineering, infraestructure, environment, etc. |
Holding company | X-ray metallurgical, management, retail equipment, equipment manufacturing, non destructive; testing services |
Inspection services | Holding company |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
- 95% Full consolidation |
95% Full consolidation |
| r | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Arcadia Aerospace Industries, Llc. |
Applus RTD Llc. | NRAY Services, Inc. | Applus RTD USA Services, Inc. |
Libertytown USA 3, Inc. | Applus Management Services, Inc. |
c Applus Aerospace UK, Limited |
Aerial Photography Specialist PTY, LTD |
| Registered office | 28000 Mooney Avenue, Building #110, Punta Gorda Florida 33982 (USA) |
Khokhlovskiy side-street 13, building 1,109028 Moscow. (Russia) |
56A Head Street, Dundas, ON L9H 3H7 (Canada) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA) |
Unit 2, Blocks C and D, West Mains Industrial Estate, Grangemouth, FK3 BYE, Scotland (UK) |
94 Discovery Drive, Bibra Lake WA 6163 (Australia) |
| Line of business | Industrial contract and inspection services |
Purchase of equipment and refills, installation, reparation and maintainance of the equipment, engineering services and devolment of scientific investigation |
Inspection of the based neutron radiation services |
Any lawful act or activity in order for companies to organise themselves under the Delaware General Corporation Law |
Any lawful act or activity in order for companies to organise themselves under the Delaware General Corporation Law |
Provision of professional, technical, administrative and human resources services |
NC-in-tit:Alt,Ittivn services from the aerospace business. |
Manufacture, repair, sale and services related to drones |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
--, 67% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
- 100% Full consolidation _ |
100% Full consolidation |
100% Full consolidation |
100% __ Full consolidation |
<-- PDF CHUNK SEPARATOR -->
| Name | Applus RTD Canada Holding (2016), Inc. |
SKC Inspection and Non Destructive Testing, Inc |
SKC Engineering Ltd MxV Engineering,Ltd | Applus Norcontrol Republica Dominicana, S.R.L |
Emilab, SRL | AC6 Metrologia, S.L. | Applus RVIS, B.V. | |
|---|---|---|---|---|---|---|---|---|
| Registered office | 1300 - 1969 Upper Water Street Purdy's Wharf Tower II Halifax NS B3J 3R7 (Canada) |
19165 94TH Avenue, Surrey BC, V4N 384 (Canada) |
19165 94TH Avenue, Surrey BC, V4N 3S4 (Canada) |
19165 94TH Avenue, Surrey BC, V4N 3S4 (Canada) |
Plaza El Avellano, Calle Dr. Jacinto I . 5 a ri o g n io M N a c on l r N o o 8 pr L o im e c a Piso. Ensanche Paraiso, Santo Domingo (Republica Dominicana) |
. Via F.iii Solari 5/A 33020 Amaro(UD) (Italy) |
Poligono Comarca I, Edificio Pasarela. 31160, ORKOIEN, Navarra (Spain) |
Delftweg 144, NC 3046 Rotterdam (The Netherlands) |
| Line of business | Holding company | Inspection and non destructive testing |
Ensure quality, training, inspection, proof and design and welding engineering services. |
Dielectric tests, inspections of cranes, stability tests and preventive maintenace |
Inspection and technical assistance services |
Research in the areas of engineering, electromagnetic compatibility and electrical safety. |
Research, development and advisory services for metrology and industrial calibration activities. |
Remote Non destructive Inspectio -1 and Testing |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 100% Full consolidation |
100% Full consolidation |
100% Fun consolidation |
- 100% Full consolidation |
95% Full consolidation |
95% Full consolidation |
i 95% Full consolidation |
51% Full consolidation |
| Name | Applus Servicios Integrates, S.A.S. |
Tune] Safety Testing, S.A. | Tramites, Informes, Seguridad y Medio Ambiente, sL |
3C Test Limited | DatapointLabs, LIc. | DatapointLabs India, Inc. |
Matereality, Llc. | MacCormack Calibracion, SL |
|---|---|---|---|---|---|---|---|---|
| Registered office |
Calle 17 # 69 - 46, Bogota (Colombia) |
LG Centro Experimental San Pedro de Anes stn, Siero 33189, Asturias (Spain) |
Calle Llenguadoc 10, Barcelona 08030 (Spain) |
Silverstone Technology Park, Silverstone Circuit, Silverstone , Towcester, Northamptonshire, NN12 8GX (UK) |
95 Brown Rd. #102 Ithaca, NY 14850 (USA) |
95 Brown Rd. #102 Ithaca, NY 14850 (USA) |
95 Brown Rd. #102 Ithaca, NY 14850 (USA) |
Late C,ampezo 1, edificio 3, Parque Empresarial Las Mercedes, Madrid (Spain) |
| Line of business | Inspection, quality control and consultancy services |
Fire testing in tunnels, fire suppression product testing and fire training. |
Inspection, quality control and consultancy services |
Electromagnetic compatibility (EMC) and electrical tests, especially for the automotive sector. |
Materials characterization laboratory specialized in providing properties for numericn. simulation, |
Materials characterization laboratory specialized in providing properties for numerical simulation. |
Development of 1T solutions for the properties of materials, management and storage. |
Calibration services industrial on-site for the automotive sector workshops. |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
95% Full consolidation |
89% Full consolidation |
95% Full consolidation |
- 95% Full consolidation |
95% Full consolidation |
95% Full consolidation |
- 95% Full consolidation |
95% Full consolidation |
| Name | Technical Inspection Services, Ltd |
Applus Middle East Engineering Consultancy, LLC |
SARL Apcontrol Energie et Industrie Algerie |
Talon Test Laboratories (Phoenix) Inc. |
Talon Test Laboratories Incorporated |
Applus Brasil Investimentos, Ltda |
|---|---|---|---|---|---|---|
| Registered office | Unit 21, Hither Green Industrial Estate, Clevedon, North Somerset, BS21 6XU (UK) |
Office 201, Abu Dhabi Business Hub, Building B, Mussafah (United Arab Emirates) |
12a plants del Centro Comercial y de de Negocios Charega (Algeria) |
6145 W. Detroit Street,915 Chandler, Chandler, AZ 58226, Arizona (USA) |
Western Drive, Indianapolis, IN 46241 (USA) |
Rua Dom Jose de Barros, n° 177, 6° conjunto 601, andar, sale 602, Vila Buarque,. CEP 01038-100, Sao Paulo (Brazil) |
| Line of business | Certification by non destructive testing services |
I Industrial support and consulting |
Production of technical control devices and appliances for th,r calibration of machinery, mechanical testing and measurement, oil services, management consulting, hydrocarbon analysis, environmental prevention and cleaning programs |
Non-destructive testing services |
Non-destructive testing services |
Holding company |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 100% Full consolidation |
- 49% Full consolidation |
49% Full consolidation |
100% r Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
| Name | Velosi S.a r.l. | SAST international Ltd | Velosi Asia (Luxembourg) S.a r.l. |
Velosi Africa (Luxembourg) SA r.l. |
Velosi Europe (Luxembourg) S.b r.l. |
Velosi Poland Sp z.o.o. | Velosi Europe Ltd | Velosi Certification Bureau LTD |
|---|---|---|---|---|---|---|---|---|
| Registered office | 7, rue Robert Stamper I L 2557-Luxembourg, Grand Duchy of Luxembourg, L 1653 Luxembourg (Luxembourg). |
IFC1, Level 1, Esplanade, St. Heiler, Jersey JE2 3BX, Channel Islands (Jersey). |
7, rue Robert Stamper IL-2557 Luxembourg, Grand Duchy of Luxembourg, L-1653 Luxembourg (Luxembourg). |
7, rue Robert Stamper I L 2557-Luxembourg, Grand Duchy of Luxembourg, L 1653 Luxembourg (Luxembourg), |
7, rue Robert StOmper I L 2557-Luxembourg, Grand Duchy of Luxembourg, L- 1653 Luxembourg (Luxembourg). |
UI. Mile 2 00-180 Warszawa (Poland) |
1 Woodsite Business Park, ,R Whitley Wood o Lan e eading, cI u w 8 K ( G L ) |
1 Woodsite Business Park, Whitley Wood Lane, Reading, RG2 8LW (UK). |
| Line of business | Holding company | Provision of consultancy and engineering services |
Holding company | Holding company | Holding company | Publishing of other programmes |
Provision of technical, engineering and industrial services |
No line of business |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
• 100% Full consolidation |
- 100% Full consolidation |
- 100% Fug consolidation |
100% Full consolidation |
100% Full conso1111 llz, |
| Name | Vetosi International Italy Sri |
Velosi-PSC Sri | IES - Velosi Norge AS | Velosi TK Gozetim Hizmetleri Limited Sirketi |
Velosi LLC | Velosi Malta I Ltd | Velosi Malta II Ltd | Applus Velosi •7r-.,-ir Republic, s.r.o. |
|---|---|---|---|---|---|---|---|---|
| Registered office | 23807 Merate (LC), via De Gasped, 113, Merate (Italy). |
Via Cinquantenario, 8 - 24044 Da[mine, Bergamo (BG) (Italy). |
Delevegen, 86, Post Box. 2096 N-5541 Kolnes, Kongsberg (Norway). |
1042. Cadde 1319,Sokak No.9/5 Ovecler, Ankara (Turkey). |
Azadlig Avenue 189, Apt 61, AZ1130 Baku (Azerbaijan). |
The Bastions, Office No. 2 Emvim Cremona Street, Floriana, FRN 1281 (Malta). |
The Bastions, Office No. 2 Emvim Cremona Street, Floriana, FRN 1281 (Malta). |
Prague 9, Ocelarska 35/1354 (Czech Republic). |
| Line of business | Provision of technical, engineering and incAlr, services |
Quality control, maintenance and inspection |
Quality control, maintenance and inspection |
Quality control, maintenance and inspection |
Provision of auxiliary services for oil an gas companies |
Holding company | Holding company | Manufacturing, trade and services not listed in Appendix 1-3 of the Trade r ,z.r.Activity |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
80% Full consolidation |
80% Full consolidation |
60% Full consolidation |
80% Full consolidation |
100% Full consolidation |
100% Full consolidation |
, 100% Full consolidation |
100% Full consolidation |
| Name | Velosi Turkmenistan | Velosi Industries Sdn Bhd | Applus Velosi Malaysia Sdn I Bhd |
Kurtec Inspection Services Sdn Bhd |
Velosi Plant Design Engineers Sdn Bhd |
Applus Singapore PTE Ltd | Velosi Engineering Projects Pie l_fir |
Velosi Energy Consultants Sdn Bhd |
|---|---|---|---|---|---|---|---|---|
| Registered office | " Ashgabat City, Kopetdag District Turkmenbashy, Avenue, No. 54 (Turkmenistan). |
C/o AGL Management Associates Sdn Bhd, No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
C/o AGL Management Associates Sdn Bhd. No. 152-3, 18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
' C/o AGL Management Associates Sdn Bhd, No 152 3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
CJo AGL Management Associates Sdn Bhd, No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
521 Bukit Batok nzr4r, :73 Unit 5E, Excel Building,659544 (Singapore) |
521, Bukit Batok Street 23, Unit 5E , 659544 Singapore (Singapore) |
C/o AGL Management Associates Sdn Bhd, No. 152- 3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
| Line of business | No line of business i |
Investments, investment properly and provision of engineering services |
Provision of engineering and inspection services |
Provision of non-destructive testing (specialised NDT) services, inspection of guided wave long range ultrasonic testing (LRUT) and remote visual inspection |
Provision of consultancy and engineering services for the design of plants, construction and engineering and the investment that they - possess |
Provision of specialised services in the area of repair of ships, tankers and other high sea vessels, and provision of rope access, testing and technical analyses for the oil and gas industries |
Provision of third-party inspection services |
Provision of consultancy services for all engineering activities and the supply of local and foreign experts for the generation of oil and gas energy, marine, energy conservation, mining and all other industries, together with the engineering and maintenance of refining vessels, oil platforms, platforms, petrochemical plants and the supply of qualified labor |
| 'Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 100% - FuN consolidation _ |
- 100% Full consolidation |
100% Full consolidation |
: 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
| Name | Velosi (I-1K) Ltd | Velosi Saudi Arabia Co Ltd | Velosi Engineering Management Consultancy Ltd Co. |
Velosi Siam Co Ltd | Applus (Thailand) Company Limited |
1 Velosi Integrity & Safety Pakistan (Pvt) Ltd |
Velosi Corporate Services Sdn Bhd |
Velosi International Holding Company BSC (c) |
|---|---|---|---|---|---|---|---|---|
| Registered office | Level 12, 28 Hennessey Road, Wanchai (Hong Kong), |
Unit No. 1, Al-Qusur, Talal Al-Doha Building, Sub of Prince Mohammad bin Fand Road, Dhahran, 34247-3229 (Saudi Arabia). |
Room 1304, Shengkang LiaoShi Building No. 738 Shang Cheng Road Pudong, Shanghai PRO, 200120 (China). |
ZEN © ZEN World Tower, Level 12, Zen World Tower, 4, 4/5 Rajdamri Road, Pathumwan, Bangkok, 10330 (Thailand) |
208 Wireless Road Building 114th Floor Room 1401 (16), Lumpini, Pathumwan, Bangkok 10330 (Thailand). I |
Office No. 401, 4th Floor Business Centre, Block 6, P.E.C.H.S. Society, 74000 Karachi (Pakistan). |
,Flat C/o AGL Management Associates Sdn Bhd, No. 152- 3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
42, Building 1033, Road 3731, Block 337, Menama/UMM Alhassam (Bahrain) |
| Line of business | Provision of management services, sales support, advisory and business development services to related companies |
Provision of maintenance testing, fixing, examination of the welding and quality control for the pipes, machinery, equipment and other buildings in oil, gas and petrochemical facilities and to issue related certificates |
Provision of consulting of Petroleum Engineering, technical consultation of mechanical engineering and consulting of business management |
Holding company | Provision of engineering and technical services |
Provision of support engineering services, inspections based on risk, reliability centred maintenance, assessment of the safety integrity level, suitability for management services studies, corrosion studies, development of data management control systems, quality management system certification, specialised non-destructive testing services, approval of the design review, third-party inspection services and inspection of plants and access engineering |
Provision of general management, business planning, coordination, corporate finance advisory, training and personnel management services |
Holding company of a group of commercial, industrial and service companies |
| Ownership interest held by Group companies* Direct Indirect Method used to account the investment |
100% _ Full consolidation |
• 60% Full consolidation |
100% Full consolidation |
100% Full consolidation _ |
- 74% Full consolidation |
70% Full consolidation |
100% Full consolidation |
100% Full consolidation |
| Name | Velosi Certification i Services LLC |
Velosi Certification WLL | PT Java Velosi Mandin | Velosi Certification WLL | Velosi PromService LLC | Velosi LLC | Velosi Bahrain WLL | Velosi LLC |
|---|---|---|---|---|---|---|---|---|
| Registered office | # 201, Block B, Abu Dhabi Business Hub, ICAO)-1, Mussafah, PO Box 427 Abu Dhabi (United Arab Emirates). |
Block 9, Building 24, Office 21, Ground Floor, East Ahmadi, Industrial Area, P 0 Box # 1589, Salmiya — 22016 (Kuwait). |
Plaza Aminta 9th Floor, 11. TB Simatupang Kay. 10, Jakarta, 12310 (Indonesia) |
Building No 121340, First Floor New Salata, C Ring Road, P.O. Box 3408, Doha (Qatar). |
Russian Federation, 125130, Moscow, Staropetrovsky proezd, 7A, bld. 19, office 7 (Russia). I |
38 Kurilskaya sir., Yuzjno Sakhalinsk (Russia). |
Flat 11, Building 1033, Road 3721, Block 337, Manama / UMM Alhassam (Bahrain). |
Block no 227 Stella Building, Post F,,., :7,1 Hamriya. Way no 2748 (Oman). |
| Line of business | Provision of construction project quality management services, management system certification, quality management of the maintenance of existing facilities and equipment and mandatory inspection services |
Provision of industrial consultancy |
Provision of engineering consultancy services, such as quality control and non destructive testing (NDT) inspection services, provision of skilled labor with vocational training |
Provision of inspection and analysis and technical services in the area of qualified technical jobs |
Provision of quality assurance and control, general inspection, corrosion control and services for the supply of labor for the oil and gas industries |
Holding Company | Provision of quality control and standardization services, industrial inspection services and general services |
Provision of certification, engineering and inspection services |
| Ownership interest held by Group companies: 1 Direct Indirect Method used to account the investment |
- , 49% Full consolidation |
24% Full consolidation |
0% Full consolidation |
24% Full consolidation |
100% FuN consolidation |
100% Full consolidation |
100% Full consolidation |
50% Full consolidation |
| Name | Velosi Quality Management International LLC |
Velosi CBL (M) Sdn Bhd | Velosi LLP | Velosi (B) Sdn Bhd | Velosi Certification Services LLC |
Velosi Philippines Inc | Velosi Ukraine LLC | Dijla & Furat Quality Assurance, LLC. |
|---|---|---|---|---|---|---|---|---|
| Registered office | 205, Block B, Abu Dhabi Business Hub, ICAD-1, Mussafah, PO Box 427 Abu Dhabi (United Arab Emirates). |
Cio AGL Management Associates Sdn Bhd, No. 152-3-18A, Kompleks Maluri, Jalan Jejaka, Taman Maluri, 55100 Kuala Lumpur (Malaysia). |
Building #31A, Akzhal lane, Atyrau, Atyrau Oblast, postal code 050002 (Kazakshtan). 1 |
Lot 5211, Spg. 357, JIn Maulana, KA 2931 Kuala Belau, Negara Brunei Darussalam (Brunei). |
17, Chimkent Street, Mirobod District, 100029 Tashkent (Uzbekistan). |
1004, 10F, Pagibig WT Tower, Cebu Business Park, Ayala, Cebu City (Philippines), |
1 5A Piterska Street, 03087 Kyiv (Ukraine). |
Ramadan Area, District 623- S, No.1, Baghdad (Iraq). |
| Line of business | Provision of certification, engineering and inspection, onshore and/or offshore services |
Provision of equipment inspection services |
Provision of services in the area of industrial safety |
Provision of quality control and engineering services for the oil and gas industries |
Provision of inspection, certification, monitoring and other types of business activity |
Provision of inspection, quality control, certification and business process outsourcing |
Provision of auxiliary services in the Oil and natural gas industries |
Provision of quality control and training services |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 49% Full consolidation |
100% Full consolidation |
80% Full consolidation |
30% E uit method |
- 80% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
- 100% Full consolidation |
| Name | Applus Korea Co, Ltd. | Steel Test (Pty) Ltd | Velosi (Ghana) Ltd | Oman Inspection and Certification Services |
Velosi Services L.L.C. (Russia) |
Applus Japan KK | Velosi Angola Prestagao de Services Ltda |
Velosi Superintendend Nigeria Ltd |
|---|---|---|---|---|---|---|---|---|
| Registered office | 108, Jin-ha, Seo-sang, Ulju, Ulsan (Republic of Korea). |
28 Senator Rood Road, 1939 Vereeniging (Republic of South Africa). |
2nd Floor, Design House, Ring Road East, Accra (Ghana). |
P.O.Box 15, South Alkhuawir, Bawshar, Muscat Governorate (Oman) |
Kommunistichesky prospect, 32, suit 610, Yuzhno-Sakhalinsk, Sakhalin Region (Russia). |
Yamauchi Building 3F 3-24 8 Nishi Shimbashi, Minato ku, Tokyo (Japan). |
Rua Marten Ngouabi 37, 5° apartamento 53, Maianga, Luanda (Angola). |
3A Alabi Street, Off Toyin Street, Ikeja - Lagos (Nigeria). |
| Line of business | Provision of training and consulting for services related to technical engineering, hiring-out of manpower and materials and leasing of properties. |
Pipe and steel thickener testing |
Provision of inspection, quality control and certification services |
Provision of non-destructive testing services (NDT), environmental and safety services (HSE), quality control and engineering services. |
No line of business | Provision of quality and inspection services, man power, NDT tests and industrial consulting |
Provision of quality assurance and control, inspection, supply of technical manpower, certification and regulatory inspection, NDE specialised services and engineering |
Provision of services (quality assurance and control, general inspection, corrosion control and supply of labor) for the oil and gas industries |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
- 67% Full consolidation |
- 75% Full consolidation |
49% Full consolidation |
50% Full consolidation |
100% Intevacion global |
100% Intearacion global |
44% Full consolidation |
- 30% Full consolidation |
| Name | Velosi Uganda LTD | Velosi SA (Ply) Ltd | Applus Velosi Egypt, LLC | Velosi Mozambique LDA | Applus Velosi Angola, Lda. | Applus India Private Limited |
Applus Mozambique Limitada | K2 Do Brasil Services Ltda |
|---|---|---|---|---|---|---|---|---|
| Registered office | 3rd Floor, Rwenzori House, Plot 1, Lumumba Avenue, PO Box 10314 Kampala (Uganda). |
1st Floor, AMR Building 1, Concorde Road East, Bedforview, 2008 Gauteng (Republic of South Africa). |
27, Ali EI-Gendy St., Nasr City, Cairo (Egypt). |
Avenida Kim II Sung, 961 - Bairro Sommershield - Distrito Urban° 1, Maputo Cidade (Mozambique). |
Condominio Mirantes de Talatona, Rua das Acacias, case 1313, Luanda (Angola). |
Plot no. 410, Matrusri 30 Nagar Colony, Miyapur, Serlingampally Hyderabad Rangareddi, TG 500049 (India). |
Paulo Samuel Kankhomba Avenue, number 3,371, Maputo City (Mozambique). |
Avenida Nossa Senhora da Gloria, 2.643, Cavaleiros, Macae - RJ, CEP27920-360, Macae (Brazil). |
| Line of business | Provision of business consulting and management services |
Provision of services related with the quality of I the oil and gas industries |
Provision of engineering consultancy in the oil sector, the maritime business, power generation and mining, as well as management consulting |
Provision of consultancy services and technical assistance in the oil and gas industries, such as labor force services, and other specialized services in non destructive trials, controls, quality inspections and asset integrity |
Provision of quality assurance and control, inspection, supply of technical manpower, certification and specialised services in NDT and engineering. |
Provision of labor supply services for the oil and gas industries |
Provision of consulting and technical assistance services in the oil and gas industry, man power services, NDT specialized tests, controls and quality inspections and provision of asset integrity services |
Provision of updating, repair, modification and control of and offshore oil onshore facilities, inspection and development of design services, manufacture of components and machinery structures and supply of qualified labor |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
74% Full consolidation |
49% Full consolidation |
100% Full consolidation |
49% inte• acion • °bat |
- 100% Full consolidation |
| Name | Applus Velosi America LLC |
Applus Velosi Canada Ltd | Velosi Do Brasil Ltda | Midstream Technical Inspection Services, LLC |
Applus K2 America, LLC | Velosi Australia Pty Ltd | QA Management Services Pty Ltd |
|---|---|---|---|---|---|---|---|
| 3 Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA). |
2600 Manulife Place 10180 - 101st Street, Edmonton, AB T5J 3Y2 (Canada) |
Praia Do Flamengo 312, 9 Andar Parte Flamengo, Rio De Janeiro (Brazil). |
3 Sugar Creek Center Blvd. 3 Suite 600 Sugar Land, TX 77478 (USA). |
Sugar Creek Center Blvd. Suite 600 Sugar Land, TX 77478 (USA). |
Unit 22123 Ashtan Place Banyo, Queensland, 4014 (Australia) |
94 Discovery Drive, BIBRA LAKE, WA 6163 (Australia) |
|
| Registered office | |||||||
| Line of business | Provision of labor suppty services for the oil and gas industries |
Provision of labor supply services for the oil and gas industries |
No line of business | Supply of certifications for pipelines belonging to the oil and gas sector |
Providing solutions for owners and operators of drilling rigs and FPSO in America,Including inspection services, repair and maintenance, structural design and analysis and training services |
Holding company | Provision of quality assurance services, such as worldwide inspection and ISO 9000 Quality Management Consultancy, training courses, quality control software packages and specialised labor services |
| Ownership interest held by Group companies: Direct Indirect Method used to account the investment |
100% Full consolidation |
100% Full consolidation |
- 98% Full consolidation |
100% Full consolidation |
- 100% Full consolidation |
100% Full consolidation |
100% Full consolidation |
Note: the % of ownersihp of the Group companies reported corresponds to the legal interest.
| Name | Velosi Cameroun Sarl | Velosi Gabon PTE LTD CO (SARL) |
Applus Velosi Kenya Limited |
Steel Test Secunda (PTY), LTD. |
VAIL Consultancy Services DMCC |
Precision for Engineering Services, Project Management, Vocational Training and Importation of Man Power, LLC. |
|---|---|---|---|---|---|---|
| Registered office | Douala, PO Box 15805, Akwa (Cameroon) |
Cite Shell, Port-Gentil in Gabon, BP: 2 267 (Gabon), |
3rd floor, Kiganjo House, Rose Avenue Off Denis Pritt Road L.R No 1/1870, Nairobi P.O. Box 50719 - 00200, Nairobi (Kenya). |
11 Viscount, Road Bedfordview 2007, (Republic of South Africa). |
DMCC Business Centre - Level No 1 - Jewellery & Gemplex 3 Dubai (United Arab Emirates), |
Al-Shamasiyah District Section No. 316 Street 15 house 3711, Basra (Iraq) |
| Line of business | No line of business | Provision of security and environmental services (HSE), quality control and engineering in the oil and gas sector. |
Services of provision of quality control, technical engineering of labor and consulting, Non Destructive Testing and certification, electrical inspection, engineering and project management and supervision of construction services |
Inspection of pipes and steel thickness |
No line of business | Buy, lease, ownership of personal property, intellectual property and the sale of said goods |
| Ownership interest held by Group companies: Direct Indirect |
- 100% |
75% | 100% | 130% | 80% | 100% |
| Line of business | Provision of non destructive testing services (NDT), technological development and transformation and |
Engineering, testing and certification |
Engineering testing and certification |
Engineering, testing and certification |
No line of business I |
|---|---|---|---|---|---|
| Registered office | LOT 5211. Simpang 357, Jalan Maulana, Kuala Belait KA2931, Brunei Darussalam (Brunei). |
Russian Federation, 603004, Nijniy Novgorod, prospect Lenina, 115 (Russia). |
L'Albornar s/n 43710 Santa Oliva - Tarragona (Spain). |
9270 Holly Road, Adelento, CA 92301 (USA). |
No. 7, Second Floor, Moo B28, Pars Commercial Complex, South-West of the Port Area (Iran). |
| Name | , Velosi Jorson Sdn Bhd (Brunei) |
Idiada Automotive Technology Rus, LLC |
ldiada Homologation Technical Service, S.L.U. |
IDIADA Automotive Technology USA, LLC |
Velosi Asia Kish (Iran) |
The members of the Board of Directors of Applus Services, S.A. declare that, to the best of their knowledge, the consolidated financial statements of Applus Services, S.A. and subsidiaries (comprising consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and explanatory notes) for the year ended at 31 December 2018, prepared in accordance with applicable accounting policies and approved by the Board of Directors at its meeting on 20 February 2019, present fairly the equity, financial position and results of Applus Services, S.A. and the subsidiaries included in the scope of consolidation, taken as a whole, and that the management report accompanying such consolidated financial statements includes a fair analysis of the business' evolution, results and the financial position of Applus Services, S.A and the subsidiaries included in the scope of consolidation, taken as a whole, as well as a description of the principal risks and uncertainties they face. All the Directors have signed on this page to certify the above mentioned.
Barcelona, 20 February 2019
D. Christopher Cole Chairman
D. Johybaniel Hoimei? Direcilt&
D. Richard Campbell Nelson Director
Da. Maria Cristina Henriquez de Luna Basagoiti Director
D. Ernesto Gerardo Mata Lopez Director
D. Fernando Basabe Armijo Director
D. Nicolas Villen Jimenez Director
Independent Limited Assurance Report
Deloitte, Plaza Pablo Ruiz Picasso, 1 Torre Picasso 28020 Madrid Espana
Tel: +34 915 14 50 00 vwvw.deloitte.es
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.
To the Shareholders of Applus Services, S.A.,
In accordance with Article 49 of the Spanish Commercial Code, we have performed the verification, with a scope of limited assurance, of the 2018 Corporate Social Responsability Report (CSR), which contains the Consolidated Non-Financial Information Statement (NFIS) for the year ended December 31, 2018 of Applus Services S.A. and subsidiaries ("Applus" or "the Group"), which forms part of the Consolidated Directors' Report of Applus.
The CSR includes information, additional to that required by current Spanish corporate legislation relating to non-financial reporting and by the Global Reporting Initiative Standards for sustainability reporting in their Core option ("GRI standards"), that was not the subject matter of our verification. In this regard, our work was limited solely to the verification of the information identified in the "Cross references table: GRI and Global Compact" and in the "Cross references table: Law 11/2018" in the Annex VI and VII of the CSR.
The preparation and content of the Applus CSR are the responsibility of the Board of Directors of Applus. The CSR was prepared in accordance with GRI standards in their core option. The NFIS included in the CSR was prepared in accordance with the content specified in current Spanish corporate legislation and with the criteria of the selected GRI standards, as well as other criteria described as indicated for each matter in the "Cross references table: Law 11/2018" in the Annex VII of the CSR.
These responsibilities of the Board of Directors also include the design, implementation and maintenance of such internal control as is determined to be necessary to enable the CSR and the NFIS to be free from material misstatement, whether due to fraud or error.
The directors of Applus are also responsible for defining, implementing, adapting and maintaining the management systems from which the information necessary for the preparation of the CSR and the NFIs is obtained.
We have complied with the independence arid other ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA), which is based on the fundamental principles of integrity, objectivity, professional competence, due care, confidentiality and professional behaviour.
Our firm applies International Standard on Quality Control 1 (ISQC 1) and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Our engagement team consisted of professionals who are experts in reviews of non-financial information and, specifically, in reporting on economic, social and environmental performance.
Our responsibility is to express our conclusions in an independent limited assurance report based on the work performed that refers exclusively to 2018. Information on priors years was not subject to the verification required by prevailing Spanish corporate legislation.
We conducted our review in accordance with the requirements established in International Standard on Assurance Engagements (ISAE) 3000 Revised, Assurance Engagements Other than Audits or Reviews of Historical Financial Information, currently in force, issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC), and with the guidelines published by the Spanish Institute of Certified Public Accountants on attestation engagements on regarding non-financial information statements.
The procedures performed in a limited assurance engagements vary in terms of nature and timing, and are less in extent that for reasonable assurance engagements and, consequently, the level of assurance provided is also lower.
Our work consisted in requesting information from management and the various business units of Applus that participated in the preparation of the CSR, which includes the NFIS, reviewing the processes used to compile and validate the information presented in the CSR and carrying out the following analytical procedures and samplebased review tests:
Based on the procedures performed and the evidence obtained, no matter has come to our attention that causes us to believe that:
Use and distribution
This report has been prepared as required by current Spanish corporate legislation and may not be suitable for any other purpose or jurisdiction.
DELOITTE, S.L.
Date:19/02/2019

US
This report has been prepared in accordance with the GRI Standards, core option. The information reflects all of the Applus+ Group's operations and activities during 2018 (1sc)anuary — 31st December). The Applus+ CSR Report's published annually.
The report covers the requirements under the Spanish Law 11/2018, 28th December, which modifies the Commercial Code; the revised text of the Capital Companies Act approved by Royal Legislative-Decree 1/2010, 2nd July; and Law 22/2015, 20th July, of Audit of Accounts, in the matter of non-financial information and diversity.
Finally, this report constitutes the 2018-Global Compact's Communication on Progress (CoP) of the Applus+ Group (GC Active level).
In the Cross-reference table (Annexes VI-VII), we link the information required by GRI Standards, Law 11/2018 and the UN Global Compact to the corresponding section within the report,
We understand corporate responsibility as the set of actions developed to establish trusting relationships, which are stable, sound and of mutual benefit to the Group and our stakeholders.
Focus on DEVELOPMENT AND TALENT RETENTION
At the end of 2018, Applus+ had a workforce of 22,852 professionals, made up of many different cultures, backgrounds and age groups. We are pleased to report that we filled approximately 73% of all available management positions internally. Training is one of our key areas of focus. In 2018, we increased the average annual number of training hours per person from 36 hours to 47 hours, and we launched our first Global Management Development programme to support the growth in our people's capabilities, while ensuring the future success and sustaAnability of the Group.
In addition, after analysing the outcomes of our employee satisfaction survey, we identified nearly 500 all7tk7rA plans for potential areas of improvement, both globally and locally, with 78% of the actions planned for 2018 being implemented before 31st December 2018.
The principles of effectiveness and transparency GOVERN our decision-making, in accordance with the main recommendations and standards across the world's regulatory markets.
In 2018, we developed the General Data Protection Regulation project to implement the new EU Regulation 2016/679 covering personel data privacy, and we approved .FP_Eir new policies and procedures.
In 2018, our whistleblowing channel received 125 communications of whk,G-a 104 were opened for investigation as potential breaches. Out of these, 90 were closed in 2018 and 12 remain under investigation by the Chief Compliance Officer (CCO). Out of the 90 cases closed, in 44 cases there was evidence of irregular behaviour or breaches of the Code of Ethics/values and/or contrary to the Anticorruption Policy, which resulted in some type of correction or disciplinary action.
Our company's sustainability and growth, our innovation projects, as well as the services we provide to our clients, generate direct and indirect benefits for SOCIETY.
Beyond our sponsorship or direct financial contributions to social initiatives, the percentage of new employees hired locally in 2018 (94%) and local suppliers (81%)1 show our commitment to the local communities where we operate.
In addition, we benefit communities through our innovation activity and by developing a wide range of projects, which often address a social and economic imbalance within a community and/or ensure and optimise the proper use of their assets and resources.
1 This figure is limited scope to countries covered in SAP.
Through INNOVATION, we create knowledge and technologies that give us an advantageous position in the markets where we operate.
Our innovative approach generates efficiency improvements, as well as new revenue streams, which benefit cuss Company, our clients, society and the envircereent.
In 2018, we carried out 217 innovation projects that addressed various sustainability goals, with 825 employees involved and devoting approximately 355,568 working hours. Our innovation process also led to 28 new patents, and we collaborated with 101 external bodies to share our capabilities and resources, helping us to increase our knowledge base and explore new technological solutions.
Through our projects and services, we help our clients to minimise their ENVIRONMENTAL impacts.
We focus our management and prevention efforts on our office activities and fieldwork and on their most significant environmental impacts: energy and water consumption and vehicle emissions. We deploy environmental management systems at the local level, and we reinforce our employees' environmental awareness to reduce our direct impacts.
In 2018, we reduced our energy MteniesM7o.ate hr 5.4%, our Gl-',16 emissions intensity rate by 6,30/0 and our water: consum:ie[do:' t relAck.
Beyond the internal control of our direct impacts, our key contributions to the environment are the services our business teams provide to our clients. These services lead to a reduction, either direct or indirectly, in the potential envirmmental impacts of our clients' business operations.

| Index | ||||
|---|---|---|---|---|
| 1. | Letter from the Chairman and the CEO 7 |
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| 2. | 10 Company description |
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| 2.1. | 14 Our history |
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| 2.2. | 16 Our value chain |
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| 2.3. | 17 The TIC industry |
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| 3. | 18 CSR approach |
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| 3.1. | 18 CSR framework |
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| 3.2. | 19 CSR Policy |
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| 3.3. | CSR strategic lines 21 |
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| 4. | CSR performance 22 |
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| 4.1. | Key figures 22 |
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| 4.2. | Our main CSR achievements 23 |
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| 4.3. | Material topics 24 |
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| 4.4. | Impact evaluation 24 |
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| 5. | Economic performance 27 |
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| 5.1. | The Group's strategy 2018 - 2020 27 |
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| 5.2. | Economy management approach 28 |
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| 6. | Our people 31 |
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| 6.1. | 31 Employment |
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| 6.2. | Fulfilment of Human Rights 38 |
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| 6.3. | Occupational health and safety 39 |
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| 7. | Corporate governance and business ethics 43 |
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| 7.1. | Corporate structure 43 |
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| 7.2. | Corporate governance 44 |
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| 7.3. | Business ethics 47 |
| 8. | 8.1. | Stakeholder engagement 51 Dialogue with stakeholders 52 |
|---|---|---|
| 8.2. | Market focus 58 |
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| 8.3. | Social management approach 61 |
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| 9. | Innovation | 68 |
| 9.1. | Our innovation projects 68 |
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| 9.2. | 71 Innovation through collaboration |
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| 9.3. | Intellectual property 72 |
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| 10. Sustainable performance 73 10.1. Environmental management approach 73 |
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| 10.2. Energy and emissions 74 |
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| 10.3. Waste, water and effluents 76 |
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| 10.4. Climate-change related issues 78 |
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| 10.5. The role of our projects and services 81 |
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| 11. Annexes | 85 11.1. Annex I: Principles underlying this report 85 |
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| 11.2. Annex II: Definition of the report's content 87 |
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| 11.3. Annex III: Economic Value Added (EVA) 89 |
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| 11.4. Annex IV: Methodology for the evaluation of impacts 90 |
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| 11.5. Annex V: Data related to Human Resources 92 |
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| 11.6. Annex VI: Cross references table: GRI and Global Compact 105 |
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| 11.7. Annex VII: Cross references table: Law 11/2018 114 |

Welcome to the Applus+ Group's Corporate Social Responsibility Report for 2018, in which we are pleased to present the Group's progress in strengthening our CSR policies and embedding the actions into working practices.
On December 2018, the Spanish government introduced a new law on the reporting of non-financial information. Therefore, this year's report integrates these requirements, and details our advances in the areas covered within the legislation, such as diversity, employment and environment.
Our Group's policies and values follow the Ten Principles of the UN Global Compact; we do remain committed to supporting and renewing practices in line with these principles. The Group has prepared this report in accordance with the new Global Reporting Initiative's standards, and our management teams have been consulted widely to develop these CSR policies and employee practices.
In 2017, we adopted the United Nations' sustainable development goals (SDGs), and in 2018, our teams continued their dialogue with stakeholders to review and refine the nine sustainability goals that guide the Group's commitment to operate responsibly, sustainably and ethically. We detail the results of this interaction under 'Our Approach' in section 3.
As in previous years, the Group's policies have adapted to these changing requirements, and here we highlight these developments under the five pillars that guide our behaviour, responsibilities and vision for CSR at the Applus+ Group.
Delivering and innovating TIC services requires specific technical knowledge and expertise in each industry sector. To develop and retain this talent, the Group filled 73% of our vacancies internally in 2018, and we increased our employees training by 30% up to 47 hours per person per year. This year was also the inaugural year of our Global Management Development Programme, for which 30 selected executives, from 17 countries, 20°h of whom were women, strengthened their skills and acumen for the Group's future leadership by successfully completing the programme.
Our TIC services also rely on the judgement and dedication of our employees. Our technicians and engineers apply their skills in sectors that, by their very nature, require absolute levels of safe-working practices to mitigate the dangers when working in challenging conditions. Our employees' safety is paramount within the operations of each division, so we are profoundly sad to report a fatality at work within the Group in Honduras. Naturally, we have extended our support to the family and employees concerned, and a full investigation tested the robustness of safety practices and our training policies. We continue to reinforce our procedures to safeguard against these risks.
In addition, we continually refresh all of our policies and training efforts to instil a safety-first mind-set within our working practices. In 2018, this general approach has led to an overall reduction in yearly accidents rate by approximately 8%.
The Group's good governance and CSR related policies are overseen by the Board of Directors with the valuable and specialised assistance of the Audit Committee and the Appointments and Remunerations Committee and the lead of the Corporate Social Responsibility Committee, each chaired by an independent director. We have maintained our annual corporate governance engagement campaign to contribute to the ongoing open dialogue with key investors and relevant proxy advisors ahead of our shareholders' Annual General Meeting.
In the area of compliance, the Group has drafted new policies deploying the Code of Ethics and the Global Anticorruption Policy and Procedure, training 100% of our employees on areas covering anti-bribery and anticorruption, integrity and issues on conflict of interest. These policies also promoted our whistleblowing channel
for suspected non-compliance to these codes, and our employees' positive engagement to the messages for reinforcing high ethical standards led to investigations into 104 potential breaches, with 44 irregularities detected and resolved.
The Group's industry sectors and day-to-day operations are driven by a diversity of skills, working practices and cultural settings. Correspondingly, the diversity of the Group's stewardship is therefore critical to bring the right balance of business perspectives, sectorial experience and management skills. The Board of Directors at Applus+ includes seven independent directors to meet these requirements, with a broad variety of skills, and we have welcomed a second woman to the Board following our policy of merit-based appointment.
Stakeholder inclusiveness is fundamental to the way we govern the Group, so we engage continually with our stakeholder groups through specific policies to direct our actions with a mix of programmes for their specific needs.
For investors and shareholders, our Policy for Communication and Contacts with Shareholders, Institutional Investors and Proxy Advisors sets out our commitment to transparency and dialogue, and our Vice-President of Investor Relations and management team attended 209 meetings and conference calls in 2018, along with 12 investors' conferences and 10 road shows, apart from the governance mentioned earlier.
Within the sectors our clients operate, our divisions actively participate in developing better safety, quality and technical standards through our membership of regulatory institutions in the Automotive, Oil and Gas, Aerospace, Telecommunications and Power industry sectors, detailed in section 8.1.
The Group is also actively developing policies that reduce impacts to the wider community in the area of quality, CSR and business ethics. In 2018, the Applus+ Group joined the Carbon Disclosure Project, and we continued our collaboration with associations to develop safe product and environmental standards, such as with the European Standardisation Committee (CEN).
Innovation and its application is central to the services provided by our Group. Across all of the divisions' sectors, these advances contribute to, both directly and indirectly, safeguarding assets and personnel and reducing risk to the environment.
In 2018, our innovations continued to create value for the Group by helping our clients to reduce multi-faceted risks, increase operational efficiency and sustain the operations of their facilities. These include our applied technologies on a European project to develop infrastructure cybersecurity certification for smart technologies now being used at refineries, chemical facilities and power plants.
Our technical teams also collaborate with many international bodies and associations to apply their know-how and technology to new social challenges. In section 9, we present the wide array of new technologies and processes innovated across the divisions of Applus+, such as the IDIADA Division's participation in the European "Multi-Car Collision Avoidance" project to develop systems that will help reduce traffic accidents and personal injuries.
Each year, our focus on innovation generates new value for the Group, our clients, industry sectors and society. To support this strategy, the Group participated in 217 projects and our research and development led to 28 new patents granted in 2018.
The services that the Group delivers generate low environmental impacts, and our main consumption remains related to vehicle emissions, during fieldwork, and energy and water use at our offices or laboratories.
To manage these, the Group has implemented our Global Policy of (21-15E, developed to ISO 14001 standards, and we have dedicated tools to report and manage these key indicators across the Group. We also equip our employees with a Guide of Best Environmental Practices to promote sustainable working practices in energy, water and fuel consumption and we are happy to report the reduction by more than 6% of our energy intensity, and emissions intensity rates in 2018.
For our clients, the Group's services make a substantial contribution to developing sustainable business practices and safe facilities and products. In Section 10, we detail the positive impacts our services delivery to different industry sectors. These include helping society and business to reduce transport emissions, such as our contribution to developmental work on the European Clean Sky 2 programme to reduce emission by improving the aerodynamics of aircraft wings.
We are also proud of the variety of direct and indirect contributions we bring to the societies where our Group operates. This closeness to our communities allows local managers to champion employment policies for the social inclusion of less favoured groups. In Australia, we have created specific employment and training opportunities for indigenous communities, and, in Colombia, our SemiIlas ("Seed") programme welcomed 40 young students in 2018 to our training programme for technical and professional careers.
In 2018, our employees' kindness and generosity also assisted with many social causes, like our ribbon campaigns for cancer in Panama, and we are delighted to showcase our employees' passion and efforts in section 8.
The Group has made good progress in our social responsibility to develop management systems and programmes that deliver our critical services sustainably and ethically. These achievements are to be welcomed and recognised, although the loss of a colleague in 2018 also reminds us that our work and dedication requires constant vigilance and progress. We will strive to fulfil this obligation.
We thank the professionals working across the Applus+ Group for their values and commitment to the Group's good governance and their communities' welfare. Their talent drives the Group forward, and we will continue to invest in their skills. With this investment in our workforce, the Group's divisions keep on innovating to protect assets and contribute to the welfare of the public and of our environment.
We also express our gratitude to our shareholders, customers and other stakeholders for their continued support and trust in the Applus+ Group and in our services. Through your encouragement and our dialogue, we have continuously strengthened our CSR management in the past four years, and we therefore welcome and encourage your feedback to continue this progress together.
Applus + is a premier chaice in testing, inspection and cortification (TIC) services. Across the Group, our divisions provide innovative services to national and multi-national companies in a diverse range of products, services and industry sectors
A MARKET LEADER IN GLOBAL TIC SERVICES




Applus+ offers a comprehensive range of asset and facility integrity-management services in a wide variety of sectors to ensure that our clients' operations remain safe and reliable, We provide companies with tailor-made solutor.'s for all their asset integrity challenges, helping our clients to optimise their operations and maintenance work while complying with the relevant national and international standards.
Applus+ acnkOred Trt mites, Driformes y Proyectos (TEF's), a company specialising in industrial safety and the environment. With this acquisition, the Energy & Industry Division has strengthened its engineering, industrial-consultancy and environmental-consultancy services, especially as a service provider for the FIT7 Seveso Directive, which covers the prevention of, preparedness for and response to major industriaA acc'Idents.
The Energy & Industry Division now has a wide-ranging service portfolio that includes services for studies and reports on industrial projects (risk analysis, major incidents, emergency planning, occupational health and safety, environmental-impact assessments, etc.), as well as issuing technical documentation such as operating permits.
Applus+ administers written and practical examinations to certify !UChlg-ecpAgenent oper rt© and riggers across the United Arab Emirates. The company's Certification of Persons schemes complies with international standards and any specific requirements issued by U.A.E. government authorities. Through this service, Applus+ provides the recognition of the professional skills required for crane operators, forklift operators and riggers.
The accvlsition of Datapoiriabs represents a technological leap for the division in the field of materials technology. DatapointLabs specialises in materials property characterisation for design and finite element numerical simulation, and develops software tools that enable the industry to tap into information about materials used more efficiently.
The Laboratories Division has launched a number of new services to ueEtil'y the funthenality, reliability and seuirity of Ic7 (7.nternet of Things) solutions. Solutions tested and certified by Applus+ can obtain the "IoT Certified" voluntary quality mark, a guarantee of quality to the end-user.
Electro-magnetic compatibility tests (EMC) on automotive components and vehicles
With the acquAsEtion of 3C Test Ltd in i.A-c Applus+ operates cutting-edge facilities for carrying out EMC tests on both automotive components and vehicles.
New laboratory for refrigerated vehicles inspections: Spain
Through our Supervision y Cnrq70,, FALL A!Itn Company in Galicia, Applus+ has set up a laboratory to carry out inspections under the Agreement on the niternatione aMage, of PerlsGlable 7oodstuffs (ATP). This new capacity offers services to a wide range of vehicle manufacturers, bodybuilders and transport companies, while reducing the time and costs of inspections.

Applus+ won a contract with the regional government of Duran to provide services in statutory vehicle inspections, and the Group invested in the construction and equipping of our first statutory-vehicle-inspection station in Ecuador. In Uruguay, Applus+ was awarded the sole concession for statutory vehicle inspections on passenger vehicles and heavy-goods vehicles, operating under the jurisdiction of the country's: National Transport Directorate (DNT).
Passive-safety vehicle engineering and testing services: California
Applus+ acquired KARCO Engineering LLC, a company based in Adelanto, California, which is operated through our IDIADA Division in the US. Karco's automotive research centre adds to the Division's capabilities for design evaluation, research support and homologation services in the US-regulated automotive sector.
The IDIADA Division has the necessary resources for the testing and development of autonomous and connected vehicles. At the end of 2018, further investments included the construction of specific test tracks in Spain and


1


TIC services encompass many types of tasks, including laboratory and on-site testing, management process audits, documentary checks, inspections across the entire supply chain and data-consistency verification. These activities may be carried out on the behalf of the end-user or purchaser, at the request of a manufacturer or on the behalf of public or private authorities.
TIC services are required at every stage of the supply chain and apply across all industries. The biggest markets are those relating to consumer products, followed by oil and gas, construction, chemicals and mining. The TIC market can be split into three main regions: Europe, North America and Asia. The Applus+ Group is present across all of these regions following our investments made over the past 15 years.
The TIC market depends on the administrative organisation of a country and type of industry being regulated, and in particular on government's regulatory policies or changes in practices within industry sectors. This is the case in China, where certain sectors are opening up gradually. Both factors may have a significant impact on the size of the market.
The six main factors driving growth in the TIC market are:

In 2017, Applus+ adopted the United Nations Sustainable Development Goals (SDGs) as a framework for designing its Corporate Social Responsibility (CSR) goals, and in 2018 we have continued developing and strengthening this framework. The following nine of the UN's 17 SDG goals are the most relevant to the Applus+ Group's businesses:

Our stakeholders, through materiality analysis, ranked their key SDGs, resulting in a similar list of goals:

Our approach to CSR is described in five pillars, each containing at least two SDGs.



CORPORATE COVERNANCE AND BUSINESS ETHOS



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Page 20 of 121

We focus our management efforts on the minimisation of our energy and water consumption and on the reduction of emissions:
4.1. Key figures


Designed and implemented a mon propo do roto the management of individuals' rights under GDPR (Crossel Pato Protochan Hegal Than
Approved three new policies to intomally maurie conflict of interest in 18 minious our territher mont to Human Rights ard stonal le, -1
First Global Management Development Programme with the participation of 30 people trom 17 different countries which include I 20% of women
6
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Closing of our successful

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Carbon Disclosure Project surve . In 2018 virus rated B which represents an importain enpreventient with legands In the previous year
3
Deployment in mar thin 500 action plans designed or the she sharprines of our ampidiaes satisfaction surviv, will 78% of the actions planned for 20 Bibling implemented and with a focus on the e areas with polential for mprstremint
Energy and water
global-consumption register and monitoring at the Croup through two files applicadoris: 1544 and Children Reduccion of
energy intensity rate by 6.4% our GHG emissions intensity rate by 6.3% and our water consumption by 7.4%
Applus®
Tags Disyong Standard!


To define the relevant content for this report, we underiality analysis by following the methodology described in Annex II. The resulting topics were shown to be material:

These material topics formed the starting point to identify and evaluate the impacts described in the following section.
To identify and evaluate our direct impacts, we have considered five areas relevant to our business: economy, good governance, environment, society and market. We have established three levels of impact:

These levels represent the degree to which Applus+ can make a positive contribution to improvements in the five relevant areas that are external to Applus+. This means that our impact to the area is very positive when the impact is high, positive when the impact is medium and not very relevant when the impact is low.
The following graphics show the results of the evaluation covering our direct impacts, after applying the methodology detailed in Annex IV.

The identification of impacts, and the subsequent evaluation process, also includes the qualitative evaluation of our indirect impacts. First, we evaluated our contribution to the direct impacts of our value chain (see previous item), and then we performed the evaluation through the methodology described in Annex IV of this report.
Below is the result of the evaluation of our indirect impacts:
| OUR VALUE CHAIN'S MAIN IMPACT AREAS |
Applus+ CONTRIBUTION | ||
|---|---|---|---|
| ECONOMY | Clients | Rest of entities | |
| Improvement of economic performance |
Our services enhance their business development and sustainability. An optimal service and a |
||
| loh creation | reasonable price-service ratio builds a relationship of trust that provides continuity to our commercial |
We collaborate in developing the | |
| Community development | relationship, and gives us the opportunity to transfer our good practices. For some sectors (Statutory vehicle inspection, automotive testing and engineering or NDTs), we become drivers of improvement in defining work standards. |
business, social and economic environment when contracting products and services. |
|
| GOOD GOVERNANCE | Clients | Rest of entities |

| OUR VALUE CHAIN 'S MAIN IMPACT AREAS |
Applus+ CONTRIBUTION AL |
||
|---|---|---|---|
| Compliance with industry regulations |
Our services to clients improve compliance with national and international regulations and standards. |
We vet suppliers and require them to comply with national and international regulations. |
|
| Corporate governance | We have implemented a Compliance Management System for Criminal Risks (CMS) to support the application of the Code's principles related to the criminal acts. We have deployed internal controls at group level to mitigate risks. |
||
| Good reputation | We comply with their codes. We apply our policies, which include Anti-Bribery Policy, and the values and principles of our Code of Ethics. |
||
| ENVIRONMENT | |||
| Operational efficiency | We require suppliers in our vetting processes to meet environmental |
||
| Consumption | Definitely, our services improve our clients' | legislation in their work. In addition, | |
| Climate change | sustainable performance. In addition, we reduce their environmental impact through the development and application of new services, in many cases, because of our innovation projects. |
we positively value the application of good environmental practices, or the implementation of environmental management systems complying with international standards. |
|
| Fulfilment of Human Rights and removal of inequalities |
Due to our position in our supply chain, our influence on social aspects is not significant. We apply our Code of Ethics and principles when we |
We have strong vetting processes to ensure external suppliers and partners meet our commitment to ethics. These processes include verifying compliance with certain social aspects before contracting, especially those contracts connected with the prevention of occupational risks. Our goal is to cover 100% in the short term. |
|
| Community development | deliver customer services. However, in the case of the prevention of occupational risks, our |
||
| Specialisation, knowledge and experience |
contribution is significant because of the nature of our services. We also contribute to improving the specialisation |
||
| Quality work environment | and knowledge of our clients' staff when we | ||
| Quality of services and customer satisfaction |
provide technological services or develop innovation projects. Our processes and services, throughout the |
||
| Preventing occupational risks and reducing accidents |
application of good practices and standards of quality, safety and environment reduce risks for our clients' people, assets and products. |
||
| MARKET | Clients | Rest of entities | |
| Operational efficiency | We ask suppliers to be active in respecting the environment. |
||
| Pollutant reduction | In developing and implementing innovation within projects, our aim is to improve our clients' processes, bring efficiency, reduce costs and prevent pollution. |
Likewise, we require suppliers to provide us with innovative tools to optimise their services to us for improved efficiencies. These terms are set out in our technical descriptions for supplied services. |

In February 2018, we updated the shareholders and equity analysts on the medium term strategy of each division and of the Group. This included targets for financial performance and priorities for capital allocation during the period of 2018 to 2020. Below are the key points of our strategy:

The Group focused the 2018-2020 operational strategy on:
Leadership provides investment capacity, drives global coverage, attracts talent and enhances reputation and trust. We provide mission-critical services to our customers and they choose the leading companies.
In our largest vertical of oil and gas, we are the market leader for non-destructive testing. In the broader Energy & Industry Division, we are the second largest in the TIC market by revenue. In our Automotive Division, we are number two in terms of the number of inspections carried out directly by the companies themselves. For the IDIADA Division, whose market is more fragmented and leadership is therefore harder to measure, we believe we have the most advanced independent testing facility for original equipment manufacturers. Our smallest division is the Laboratories Division, and they hold strong positions in certain areas and leadership in some regional markets.
To maintain this leadership position in our verticals, we continue to invest in innovation and technology and to always be able to offer the best technical solutions. We constantly seek to improve the performance efficiency of our services and the management of our business, and we drive this by adopting the latest technology and practices from within the market or from the ideas and insights originating from our own teams.
Every year, alongside our clients or government departments, Applus+ invests in innovation projects and files patents for the unique and proprietary solutions that our divisions' teams discover.
In the business of providing quality and technical assurance and reducing risks in operations, our customers and partners have to trust us. Integrity is therefore central to our business and practice, supporting the ability to consistently provide a good service and value. These aspects of service confidence have helped the Group to build and maintain long-term relationships with our clients.
We are proud to say that over 70% of the revenue from our top 100 clients (not including the Automotive Division) comes from companies which we have worked with for over 10 years.
With our top 25 clients in the Energy & Industry Division, we have Master Service Agreements with those that account for almost three quarters of the revenue. These MSAls are difficult to obtain, especially from the oil majors and blue chip clients, and this commitment demonstrates their trust in Applus+. And finally, for the Automotive Division, the very high contract-renewal rates show the strength of our client relationships.
Financial targets were given for the period 2018 to 2020 at the time of the strategy update, and we are pleased to report that the 2018 targets were exceeded and the explicit guidance for 2019 reported within the 2018 results publication is in line with the targets. The 2020 target for the Group to be able to continue growing organic revenue at mid-single digits at constant exchange rates, with the adjusted operating profit margin improving by between 20 to 30 basis points remains intact.
Furthermore, we expect cash flow to continue to be strong, with a cash conversion rate (adjusted operating cash flow as a ratio of adjusted EBITDA) of about 70%, from which we will continue to propose an annual dividend of approximately 20% of adjusted net profit. We target a net debt to EBITDA leverage ratio below three times and we retain capacity for acquisition spend in the range of €150 million per year.
Managing the financial results of Applus+ Group is a task shared between the Board of Directors, the Group's CEO, the Corporate Financial Manager and the Vice-Presidents of the Group's four divisions. Executive Committee meetings are held periodically within the Group to analyse the financial results by divisions. The executive members attend these meetings, along with the directors of the corporate functional areas including: General Counsel, Chief Compliance Officer, Human Resources Vice-President, Business Development Vice-President, Internal Quality, Health and Safety Vice-President and the Investor Relations Vice-President.
The regulations of the Board of Directors (arts. 7.2 and 39..7) define the responsibilities of the Board of Directors and its Audit Committee, in the determination of the control and risk management policies, periodic monitoring, and evaluation of financial and non-financial risk that the Company is exposed to. During 2018, the Applus+ Group has defined a new Risk Management Policyand procedure, and has updated a Risk Map to identify any critical risks, from strategic, operational, financial, fiscal and legal points of view, that could affect the strategic objectives of the Group being met. The Risk Map includes all factors considered to be critical, and the assessment covers all of the Group's lines of business, the geographical areas where we operate and our business divisions. This includes any risk factors considered critical to the operations of the Group's businesssupporting functions (finances, human resources, legal and fiscal). The Board will approve both measures in 2019.
To identify the critical risks, we applied priority criteria according to: the impact on turnover; the possibility of trade interruption resulting from an identified risk; and any possible damages to reputation in the event of an incident occurring.
As a listed company, the Applus+ Group has designed an Internal Control System over the Financial Information (ICFR) to mitigate the risk of any relevant errors occurring during the preparation of financial information. This system sets out processes for the Board of Directors, the Auditing Committee, the Management and the Group's personnel to carry out in order to ensure reasonable security in relation to the reliability of published financial information.
The Board of Directors is ultimately responsible for the existence and maintenance of the internal control system over the financial information (ICFR). This function has been delegated to the Audit Committee. In Section F of the Annual Corporate Governance Report, the model implemented is described in full.
An external auditor reviews the ICFR and its implementation annually. These reviews have been conducted since the Company was listed in 2014, and the conclusions have always been favourable.

The Applus+ Group's consolidated annual accounts are prepared in accordance with the International Financial Reporting Standards, as approved by the European Union (IFRS-EU) in accordance with the EC Regulation 1602/2002 of the European Parliament and of the European Council.
Our consolidated annual accounts also follow all of the mandatory accounting principles and standards and the valuation criteria, and those of the Code of Commerce, the Capital Stock Companies Law and other applicable trade standards and regulations.
In this regard, the Group has an IFRS Manual and a unique reporting package with homogenous charts of accounts applicable to all dependent companies when recording transaction, making estimates and ultimately when preparing the financial reporting package.
From an economic and financial point of view, the main breaches of laws and regulations that could lead the Group to be exposed to sanctions are tax or fiscal breaches. To prevent this, the Applus+ Group's fiscal strategy focuses on:
;.- Developing and implementing best practices in areas of tax governance; and
, Combining compliance with tax obligations with the commitment to create value for shareholders.
The fiscal strategy was approved by the Board of Directors since this responsibility cannot be delegated. Therefore, through a tool called Applus+ GRC, the Group monitors compliance with our fiscal and tax obligations in all the countries where we operate.
The Applus+ Group has also defined internal procedures in the event of inspection notifications, which describe how the Corporate Fiscal Department must be informed and involved in order to minimise any possible ensuing sanctions. In the financial year ending on 31st December 2018, the Group received no significant fiscal sanctions.
The Applus+ Group gives priority to fulfilling its obligation to pay the taxes that are due in each territory in accordance with the applicable regulations, Income tax paid by the Group amounted to € 23,952,000 in 2018. The following table shows the breakdown of the individual profit before tax and the income tax actually paid by the Applus+ Group by region:

| THOUSANDS OF EUROS | ||||
|---|---|---|---|---|
| INDIVIDUAL PROFIT BEFORE TAX (1 |
INCOME TAX PAID | |||
| Thousands of Euros | Thousands of Euros | |||
| Spain | 62,170 | 6,745 | ||
| Rest of Europe | 25,633 | 6,580 | ||
| Netherlands | 11,659 | 3,179 | ||
| Rest of Europe (excluding Netherlands) |
13,974 | 3,401 | ||
| ,_ Middle East and Africa |
12,164 | 3,142 | ||
| US and Canada | 137 | 75 | ||
| Latin America | 24,137 | 5,651 | ||
| Costa Rica | 13,997 | 5,572 | ||
| Rest of Latin America | 10,140 | 79 | ||
| Asia Pacific | 6,854 | 1,759 | ||
| Total | 131,095 | 23,952 |
(*)The individual profit before tax by region is net of dividends paid between legal entities within the group. The other main difference with the consolidated profit before tax is the annual amortisation charge associated with the intangible assets in business combinations.


At Applus+ we are aware that our professionals are one of the Group's most important assets. That is why we are committed to their professional development, through respect for and the promotion of the rights enshrined in benchmark international treaties and conventions relating to employment conditions, and by maintaining a close and transparent relationship with them in order to understand their needs and expectations.
With this objective in mind, we are currently reviewing the Global Human Resources Policy, which is aimed at all our professionals irrespective of the operating country. Once approved, the policy will consolidate all the rules implemented at corporate level. In addition, Corporate Human Resources Department has established the following milestones as objectives to further the Group's progress in employee management.
In the annex V of this report, we detail the data related to Human Resources.
| EMPLOYEES | |||
|---|---|---|---|
| 14,830 | |||
| Automotive | 4,538 | ||
| IDIADA | |||
| Laboratories | |||
| 22,852 |
| NUMBER OF EMPLOYEES PER REGION |
2016 | 2017 | 2018 |
|---|---|---|---|
| US & Canada | 2,100 | 2,200 | 2,281 |
| Latin America | 3,300 | 4,200 | 5,337 |
| Spain | 6,000 | 6,800 | 7,523 |
| Rest of Europe | 3,700 | 3,500 | 3,285 |
| Middle East & Africa | 2,000 | 2,400 | 2,662 |
| Asia Pacific | 1,900 | 1,600 | 1,764 |
| 19,000 | 20,700 | 22,852 |
The voluntary turnover rate of employees decreased to 12°k in the year. We are aware that the entry into operation of the action plans following the Global Satisfaction Survey had a significant impact on the motivation and commitment of our teams and, therefore, we would like to express our gratitude to you for your ongoing dedication.
The collective agreements and, in some cases, the local handbooks, govern the organisation and scheduling of work at each operations site as regards to everything related to annual working hours, breaks, paid leave of absence, etc.
The contract distribution by gender shows that 81.5% of women have permanent contracts, compared to 80.3% of men.
More than 500 employees benefited from maternity or paternity leave in 2018, and we expect them all to return to their positions when the leave ends. We wish all the best to those who voluntarily chose not to rejoin the company, in both their personal and professional lives.
At Applus+ we are committed to the work-life balance of our teams and that is why we provide flexibility strategies to ensure the balance between personal and family life is achieved. Worthy of mention among these measures is the possibility of adapting working hours to personal requirements. Globally, 15.3% of women benefit from part-time hours, as compared to 3.1% of men.
In 2018 absenteeism stood at 1.9% of hours worked.
The Applus+ Group has not implemented global measures regarding the right to labour disconnection. However, we comply with the provisions included in the applicable collective agreements and local regulations in this area.
We facilitate geographical and functional mobility, which ensures we have highly motivated employees who are committed to developing their potential and endeavor to contribute to the Group's success every day. We also foster internal promotion for vacancies in management roles, with 73% of all positions filled internally in 2018.
To ascertain our professionals' assessment of the working environment at the Applus+ Group, the Global Satisfaction Survey was conducted in 2017. This survey was sent to 80% of the Group's employees, and included employees representing all of our divisions in 60 countries. We greatly appreciate and value their participation, in view of the added difficulty generated by the activities carried on by our teams and their delocalisation.
Based on the responses obtained, in 2018 our efforts focused on the analysis and communication thereof. The objective of the third phase of the project was to establish action plans in areas with potential for improvement. As a result, we prepared around 500 action plans, of both a local and global nature, 78% of which have already been implemented. The plans focused mainly on the aspects assessed in the survey. The current level of implementation of the action plans is as follows:

| Implementation of EES Action Plans at End year 2018. | Number of Implemented Action Plans |
Total of Actions Plans |
||
|---|---|---|---|---|
| Engagement | How the employee actively contributes to the company's success |
38 | 46 | 83% |
| Collaboration | How the employees feel relationships work in the company | 37 | 47 | 79% |
| Diversity & Inclusion |
How the company treats personal differences and how the employees perceive them. |
36 | 42 | 86% |
| Empowerment - Autonomy |
The influence the employee has over their work | 28 | 36 | 780/0 |
| Enabling Infrestruture |
How processes and tools provided by the company help employees to be as productive as possible |
29 | 37 | 78% |
| Learning & Development |
How the company cares about the learning an.d development of its workforce |
52 | 71 | 73% |
| Performance Management |
The understanding the employees have of their own and the companies' goals |
23 | 37 | 62% |
| Reward and Recognition |
The rewards and recognitions that the employee receives for their contribution to the company |
77 | 98 | 79% |
| Safety | How safety issues are treated by the company .and managers | 45 | 50 | 90% |
| Supervision | How the employees see their manager and how s/he acts | 55 | 70 | 79% |
| Talent & Sataffing Workforce policies on attracting, retaining and promoting people |
37 | 52 | 71% | |
| Work-Life Balance The balance between work and personal commitments | 40 | 51 | 78% | |
| TOTAL | 497 | 637 | 78% |
Based on the results of the Applus+ Group's Global Satisfaction. Survey, we prepared an action plan at one of our divisions to define and implement a Transversal Leadership Model. The ultimate objective is to create a Management Academy at which all managers can receive ongoing training in the Skills. required to develop the LEADERS that the organisation desires.
To 'achieve this objective, the project has three major phases:
The Human Resources Department has provided all the support required, acting as a facilitator to implement the proposed initiatives, fostering the participation of all units, and performing systematic monitoring of the progress thereafter, At Applus+, we hope that implementation will enable the satisfaction and commitment of our employees to be increased, and that this will be reflected in enhanced participation and involvement in future surveys. All the above will contribute to the sustainable growth of our business, and to improving the culture and pillars on which our people development model is based.
Establishing a working environment based on respect, ethics, equality and diversity is key in a company such as Applus+, characterised by its diversity and geographical dispersion. The Global Non-Discrimination Policy and the Code of Ethics provide guidelines for employees to aid their understanding of how they are expected to behave, both at work and in their relationships and interactions with each other and with our stakeholders.
The human capital of Applus+ is distributed across more than 70 countries, and includes a large number nationalities, cultures and religions, as well as gender and age diversity, which we feel makes a very positive contribution to the success of our business.
Accordingly, we have policies and procedures that prevent any type of discrimination on the grounds of race, religion, gender, marital status, disability, age, political or sexual orientation, intimidation, harassment and/or bullying in our selection processes, and in the management of our human capital, thereby ensuring that we treat people in a fair and respectful manner.
In addition to prevention, the Global Non-Discrimination Policy contains the commitments made by Applus+ to foster equal treatment and opportunities at the organisation:
• Make managers and all other employees responsible for the provisions of the Policy by means of an appropriate related training course.
In accordance with our activities and the environments in which we carry out our operations, at Applus+ we have adopted the following specific measures aimed at the prevention of any type of discrimination against the following most vulnerable groups:
We are proud of our local contribution as a global employer with 88% of the employees being local on 31st December 2018.
At a local level, we design specific initiatives or plans to reinforce our commitment to the Non-Discrimination Policy. For example, the Energy & Industry Division in Panama celebrated "The month of the Black Ethnicity" in May 2018. The aim of this initiative was to eliminate the inequalities and attract and retain talent from this minority.
We continue collaborating with the BBBE-E's (Broad Based Black Economic Empowerment) initiative. The BBBE-E is an initiative by the South African government to redress the apartheid-era legacy of the social and economic imbalance. Applus+ in South Africa achieved Level IV BBBE-E certification.
As indicated in our Code of Ethics, at Applus+ we are committed to and foster freedom of association by working in conjunction with our employees' representatives, who are chosen in accordance with the labour legislation in force in each country.
Ensuring our clients can count on a motivated and committed labour force is vital for Applus+. Therefore, in order to respect the rights of employees we actively cooperate with trade union representatives in those countries that have collective bargaining agreements as stipulated by local legislation. In 2018, we signed or renewed 42 collective agreements and 49% of our professionals are currently covered by collective agreements.
The balance of these collective agreements include health and safety issues that demonstrate the company's commitment to our employees on Health and Safety issues.
We have employee information and consultation mechanisms that respect minimum prior notice periods as well as significant changes that might affect operations, while at all times complying with the existing labour legislation in each location.
The Group is operating in 21 countries where the collective agreements include committees, working councils or unions to advise, supervised or control health and safety actions or regulations.
In 2018 we continued to rollout our professional development model through personalised development plans focused on the geographical or business environment.
In 2018 over one million hours were spent (an average of 47 hours per employee).

| TRAINI | 2017 | 2018 | |
|---|---|---|---|
| Training hours | 390,000 | 750,000 | 1,065,640 |
| Training hours by employee | 21 | 36 | 47 |
Applus+ is committed to offer greater detail with regards to the scope of training programmes that its employees participate in and the disclosure of the type of training received, within each professional category.
| T | ._'; ,".13,:,:-1, 1 |
||
|---|---|---|---|
| Technical skills | 42% | 51% | 68% |
| HSQE | 27% | 30°h | 16% |
| Language | 11% | 6% | 5% |
| Other | 20% | 13% | 11% |
| TIER 4 | OPERATIONAL EMPLOYEES & OTHERS |
TOTA | ||
|---|---|---|---|---|
| Training hours | 12,995 | 13,169 | 1,039,476 | 1,065,640 |
| % trainig hours | 1.2% | 1,2% | 97.5% | 100% |
The retention and development of the best talent is vital in our business and a challenge when the current dynamism of the labour market is considered. Accordingly, we provide our employees with real opportunities for development, both personal and professional, through specific training initiatives, coaching, mentoring, etc.
For Applus+, ensuring that the services provided are performed with the greatest satisfaction guarantee is vital as we owe our reputation to our highly qualified personnel. Therefore, the success of our projects and our clients' satisfaction depend on our employees having the necessary training to carry out their functions safely, with the necessary technical knowledge and the practice of the appropriate management skills.
Accordingly, every year we strive to make a considerable investment to maintain the necessary certifications and accreditations at a local level.
Our training and development programmes are managed locally to ensure that these satisfy our clients' needs and expectations. Every location, country or region has the necessary expertise to guarantee that globally we meet the quality standards that Applus+ wants to offer its customers, maintaining local specialisation and the status of a trusted partner.
Having an online tool like ApplusNet, with which we are capable of reaching all locations where we provide services enables us to increase our action capability in relation to the training delivered locally. This tool enables global assessment and control while we maximise the required economic investment to keep our teams suitably trained
We provide development opportunities through programmes that develop our teams' ability to innovate. This allows us to adapt to technological change, provide our customers with a competitive advantage and satisfy our personnel's development needs.
2The figures cover 91% of our employees.
At the end of 2017, a new intensive induction training for new employees was completely deployed worldwide. With the aim of optimising the initial training process for all new recruits and, easing the integration of new employees into the Group in 2019, this training will begin to be delivered through our global eLearning platform.
For Applus+ it is of vital importance to ensure our teams' professional and ethical integrity, which is why for yet another year we have made every effort to give all of our employees annual Code of Ethics training. In connection to this, it should be noted that all our new recruits receive Code of Ethics training that, through an integrated regulatory framework, establishes the values and commitments that govern their activities at the Group.
In addition, in 2018, we worked to guarantee data processing security, and accordingly, cybersecurity training was introduced in all the countries where we operate.
Guaranteeing the sustainability of the services rendered to our customers is key for Applus+. For this reason in 2018 the first Global Programme for Executive Development was introduced. It was designed exclusively for Applus+ in conjunction with one of the most renowned international business schools, combining training delivered by our executive team and by teachers of the highest academic level. With a blended learning format and focus on developing the management skills of thirty high potential candidates from 17 countries, this programme has contributed to the exchange of ideas and experiences, creating new synergies between various divisional teams st the Group.
In 2019 the first intake of this programme will end with a presentation to the Group's executive team on the final projects developed by the participants. These projects are focused on encouraging knowledge transfer between teams and stimulating innovation.
With the experience that this programme provided us, the second Global Programme for Executive Development intake will commence in 2020. We are certain that the launch of these programmes guarantees our teams' continuous development and the Group's future success and sustainability.
Another tool available to us to attract and retain the best talent is our remuneration policies. Employee remuneration is made up of a fixed portion and, for some professional categories, a variable portion. When setting our professional practitioners' remuneration, there are two stages:
We strive to encourage and guarantee equal remuneration between the women and men who belong to the organisation and thus meet the equality and non-discrimination commitments contained in our Code of Ethics and the Global Anti-Discrimination Policy. At present, there is a gender pay gap3of -18%.
The remuneration data provided in Annex V solely considers our employees' base salary because, due to the peculiarity of our activities, allowances, overtime and bonus systems are closely linked to the projects performed, and therefore including them would distort the data provided for gender. On the other hand, to guarantee the comparability of the information, data regarding part-time and employees contracted for less than a year has been extrapolated to full-time employees for the whole year.
3Salary gap, understood as the difference between the gross hourly wage of men and of women, expressed as a percentage of the gross hourly wage of men. It should be noted that the calculation of this indicator is not adjusted to the individual characteristics and may explain part of the salary differences between men and women.
The remuneration setting process follows the applicable legal provisions in each country where Applus+ operates at all times. In those countries where, by law or cultural practice, this is required, such as is the case in the Netherlands, this process includes the cooperation and opinion of workers' representatives.
We are proud to announce that Applus+ in Spain has been certified as a Top Employer by the Top Employers Institute Certification Programme.
At Applus+, we make every effort to offer the best work environment and to improve it every day so that all our employees feel part of our Together Beyond Standards project.
This certification is the result of the analysis and audit, carried out at Applus+ in Spain, of the following ten aspects: talent strategy, workforce planning, talent acquisition, incorporation, learning and development; performance management, leadership development; career and succession management; compensation and benefits; and culture.
This certification makes us stand out as part of a global community of forward-looking organisations and encourages us to continue to strive for best practices for our people. In addition, the recognition further reinforces our commitment to improve our business results.
We contribute to the promotion of employment through different initiatives such as our participation at university fairs in Spain or the "seeds" programme in Colombia that facilitates the incorporation of young people into the labour market, as well as the hiring of indigenous people in Australia.
As part of our commitment to the UN Global Compact's ten principles, Applus+ seeks to support and respect the protection of internationally proclaimed human rights (Principle 1); and to make sure that we are not complicit in human rights abuses (Principle 2).
The Applus+ Group's commitment to respecting Human Rights is reflected within the policies and procedures followed by the Group. These include our CSR Policy, Code of Ethics, Non-Discrimination Policy, Suppliers Policy, Global Anticorruption Policy and Procedure and HSQE Policy. In respect to human rights, among other rights, the policies' content cover:
These policies foresee mechanisms to ensure its fulfilment by the employees and, in case any of their provisions are broken, enforce disciplinary and corrective measures through appropriate channels.
In respect to other human rights, the delivery of our services requires employees with high levels of education and specialisation. Therefore, the modern slavery and child labour regulations governing our activities, in all the countries where we operate, are not considered as potential human rights issues for the Group.
Nonetheless, all of our offices must abide by local legislation relating to minimum working/school-leaving age, with a non-compliance procedure for our management at all levels to immediately pursue in the event of any potential issues or breaches. Moreover, the Group's practices are designed to prohibit actions that restrict personal freedom, such as the withholding of passports, visas or work permits. Conversely, any perceived notion of such activities occurring would be rejected and remedied quickly and comprehensively.

In accordance with the UN Guiding Principles on Business and Human Rights, where business enterprises identify that they have caused or contributed to adverse impacts on human rights, entities should provide or cooperate in their remediation through legitimate processes. To facilitate this requirement, the Applus+ Group operates a Whistleblowing Channel, and the Group has not confirmed any complaints regarding human rights violations.
In 2018, the Energy & Industry Division approved a Human Protection Policy to reinforce our commitment to protect human rights. This policy sets guidelines regarding four fundamental rights of the division's employees:
The Applus+ Group has five internal documents that form the basis of our safety and health management:
Global QHSE Policy this policy applies to all employees at Applus+ associated with the business of the Applus+ Group and our legal entities. The policy establishes the framework for the QHSE management at the Applus+ Group. In addition, the policy includes specifications for our different divisions.
The Applus+ QHSE Policy provides our services with quality, safety and health and environmental criteria to ensure that the organisation's objectives are achieved efficiently, effectively, safely and sustainably.
Through this policy, the Group reinforces our commitment to effective QHSE management at all levels of the organisation by empowering key personnel and providing sufficient resources to meet the Group's required standards.
Among these Applus+ Golden Safety Rules, in FOUNDATIONS —THE FUNDAMENTALS, Applus+ values the right to stop work when it is considered unsafe by employees, and shows the commitment of Applus+ management to support everyone in their right to exercise their Stop Work Authority.
The hazard identification and risk assessment is done and made known to the workforce prior to commencement of work and reviewed periodically for any relevant changes in working conditions. L—K These hazard identification and risk assessment cover offices, sites and all of services or activities that we provide:
There are internal controls implemented at local level to ensure that these requirements are met such as internal and external audits conducted by customers or third parties such as certification bodies. The outcomes of these audit processes together with incident investigations, incident reports, lessons learned, hazardous observations and field inspections help us to continuously improve the management and our performance.
Applus+ has established documented procedures, at divisional or local/country level to control of incident reporting and incident investigations. The incident evaluation and corrective action process provides a systematic approach to investigation, analysis, and review of all incidents involving the Group.
We use different methodologies to investigate the cases according to the criticality or complexity of the case. The aim of the investigation process is to determine the root cause of the incident to define the appropriate action plan; and to ensure that we will be able to avoid reoccurrences. In the cases where the potential and consequences are relevant, we draft "lessons learnt" that are shared across the organisation.
All incidents and non-conformities are monitored and controlled to establish the corresponding action plan including corrective and/or preventive actions.
The scope of this reporting system includes the Group's worldwide activities, and must be followed by the Group's entire management, including corporate and all business divisions. The principal purpose of the data's collection is to analyse the Group's global HSE performance; to develop the prevention culture across the organisation; and to reduce the business risk.
The data collection includes leading and lagging indicators, which are recorded and monitored monthly. A report is submitted to QHSE Corporate by the country's HSE representatives on a periodic basis as follows:
Data is reported for all operations per legal entity and on a country basis. The reporting of this data is done through the Governance Risk Compliance (GRC) tool.
This information is consolidated by the QHSE Corporate Department. In addition, the department monitors and analyses the quantitative and qualitative data received, while the Internal Audit team, the external certification bodies and the clients verify and control the security and safety information.
The outcome of this process is monitored by the Group's management to evaluate the performance of Applus+, and to identify any activities where focused efforts must be made for improvements. The Board of Directors also periodically reviews the process.
The company fosters the communication of incidents and any other issues related to hazardous observations and improvements suggestions with the objective of having a preventive approach instead of a corrective approach. Applus+ aims to be a learning organization that not blame their people but promote good attitudes and lessons learnt across the Group.
Moreover, preventing health and safety risks and respecting employees' rights is one of our Code of Ethics' rules of conduct, and therefore, any questions, doubts or infringement of these rules must be communicated through our Whistleblowing Channel.
| HEALTH AND SAFETY INDICATORS | 2016 2017 2018 | ||
|---|---|---|---|
| Fatalities | 0 | 0 | 1 |
| Total recordable cases frequency (based on 200,000 working hours) | 1.0 | 1,2 | 1.1 |
| Severity (LWD based on 1,000 working hours) | 0.14 | 0.12 | 0.16 |
| Professional illness4 |
We are profoundly sad to report a fatality at work within the Group in Honduras. Naturally, we have extended our support to the family and employees concerned, and a full investigation tested the robustness of safety practices and our training policies. We continue to reinforce our procedures to safeguard against these risks.
Overall, Applus+ performance in 2018 has improved reducing the accident rate by 10%.
The table below shows the contribution by gender to the frequency of total recordable cases at Applus+. Accidents suffered from women are about 11% of total accidents rate, which is lower than the percentage of women at Applus+, Concerning the severity, the rate is also below:
| CONTRIBUTION BY GENDER TO ACCIDENT RATES | ||||
|---|---|---|---|---|
| 2018 | Male | Female | ||
| Total recordable cases frequency (basis on 200,000 working hours) | 1.0 | 0.1 | ||
| Severity (LWD basis on 1,000 working hours) | 0.13 | 0.02 |
In 2018 there was one male fatality.
Endraclijohil tira1ining is an essential process for all new employees. Applus+ ensures that everyone is familiar with its HSE programmes, understand its procedures and act or behave in accordance with their training.
The HSE induction training encompasses face-to-face and on-line sessions, and employees complete this before starting work or always within the first month of their arrival. The induction training is documented and registered.
In the year's final quarter, we celebrated our fifth Safety Day under the catchphrase "Safely is the first step': Across the Group's divisions and regions, management and employees participated in the Safety Day to engage in presentations, debates, workshops and games. These activities reinforce our best practice in health and safety by increasing knowledge and awareness.
Additionally, this year we have continued with the awareness campaign under the banner "Mine fe Sal'ety" In 2018, the campaign included:
Professional illness according to Spanish legislation
The safety awards started several years ago, and here are examples of some countries that continue to celebrate these awards: Applus+ ACE Award programme in the USA, Canada, Middle East, Oceania and North Europe; Good Catch programme in USA, Canada, Singapore and Brazil; and Valoramos Tu + en Seguridad ("Beyond the Call of Safety") in Spain.
The awards recognise the efforts made by our employees in the area of health and safety. These were set up for the company to focus attention on the prevention of occupational risk, both within Applus+ itself and within our clients' companies.
In addition, other local initiatives promote and help to improve our health and safety awareness. For instance, in Panama, Applus+ ran courses on training for Road Safety and Defensive Driving. This training was geared towards employees assigned to activities that require the driving of vehicles and with the aim of increasing their road safety.
Our clients and partners have recognised our efforts to prevent occupational risks and protect health:
The Applus+ team was awarded the "Prelude Contractor of the Month" due to safe and secure storage, handling and labelling of radioactive sources, as well as for the excellent use of protection barricades and signage to demarcate radioactive areas. As well as gaining this deserved recognition for their proactive approach to safety, the team was awarded a monetary prize, which was donated to the Cancer Council (Australia).
Our efforts to improve the good governance of our Group respond to the following objectives'
Over the past four years, the Board of Director's commitment to good governance has resulted in the strengthening of procedures to provide greater transparency and ensure a long-term vision though sustainable actions.
The Board has continued to promote good-governance practice through the core rules of governance of the Group (the By-laws, the Regulations of the General Shareholders Meeting, the Regulations of the Board of Directors, and the Internal Regulations for Conduct in the Securities Markets) and by approving the following policies:
Being a listed company, good governance has proven to be even more relevant to our shareholders and stakeholders and has indeed contributed to build trust and credibility in Applus+ long-term vision. A yearly corporate governance engagement campaign, to which the Board and senior management devote time and efforts, have been dramatically useful to understand investors and proxy advisors' expectations, driving Applus+ to evolve our governance model towards best-in class standards.
The Board of Directors has also set up three dedicated committees, each focusing on specific relevant areas and assisting the Board to ensure its continuous oversight and improvement: the Audit Committee, the Appointments and Compensations Committee and, finally, the Corporate Social Responsibility Committee. The latter is not mandatory under Spanish law, but was indeed the Board's decision to effectively strengthen and promote the Applus+ approach over the long-term,
This governance structure also reflects the Group's commitment to international best practices in corporate governance. Another trait worth mentioning is its size (currently at nine members and with a possible increase, subject to shareholders' approval, towards a slightly higher number to gain flexibility). The reasonable size of the Board provides for diversity of opinion while keeping decision-making efficient.
The proportion of independent Directors is also an overriding concern to the Board:
To govern in a rapidly changing business environment, the Board composition also reflects the broad diversity of skills and experience required to meet the Group's challenges. Indeed, current selection processes focus on increasing such diversity with particular focus on gender and age.
The Board effectively assumes the responsibility for the supervision, management, control, and representation
of Applus+ and, as the core of its mission, approves the strategy and the specific organisation for its implementation, as well as supervises and controls the completion of the objectives by the management and the observance of the corporate purpose and interests.
The Board of Directors reports to the General Shareholders' Meeting.
The main function of the Audit Committee is to support the Board of Directors in all its tasks of surveillance, through regular review of the process of preparing the economic and financial information, the function of the internal audit and the independence of the external auditor together with the risk management oversight.
The Committee reports to the Board on proposals for the appointment of Executive and Nominee Directors and it proposes the appointment of Independent Directors after due selection process. Another main area of activity for the Committee is to propose changes to the Board for the Remuneration Policy for Directors and thereafter ensure compliance with the policy, upon its approval by the AGM, and approve the compensation of senior managers. Additionally, the Committee reports annually on the duties performed by the Chairman, the CEO and the Senior Management and it examines their development and succession plans.
The CSR Committee promotes the Group's CSR strategy, ensuring the effective adoption and implementation of the CSR Policy, our Code of Ethicsand other good governance practices. In addition, this Committee coordinates each of the processes on reporting non-financial information. Exceptionally, the Chief Executive Officer sits on the CSR Committee to ensure that policies and defined actions are fully embedded into the Group's strategy and day-to-day management.
All three Committees report quarterly to the Board of Directors in full and provide a yearly report on their progress.
The Internal Audit Department supervises and controls CSR monitoring. Applus+ is committed to monitor, evaluate and share its CSR efforts to keep continuously improving using internal controls and audits. We regularly review our global CSR strategy and policy and support internal structures to ensure effective CSR performance improvement across our business operations, in a respectful manner to local marketplaces and cultures.
Monitoring of each of the CSR strategic lines — and the activities in which they are deployed — is regularly performed through a specific set of KPIs.
The ACGR shows an overall good level of compliance by Applus+, moreover for a medium cap company, with over 64 of the Code's Recommendations in total (of which 8 are not applicable), 48 are fully complied which means an effective compliance ratio of 85.7% and 8 are partially complied or explained.
The main developments in corporate governance during 2018 include:

The Board of Directors at Applus+ is committed to promote diversity and company policies and regulations to prevent any discrimination in our selection processes:
As a result of its commitment towards ensuring diversity as a whole, the Board appointed its first female Director in 2016 and its composition in terms of origin and age range is built to account both for the more than 70 countries where Applus+ business is present and for a rapidly changing business environment, while preserving valuable experience.
| NAME | NATIONALITY | EXECUTIVE INDUSTRY EXPERIENCE |
FUNCTIONAL EXPERIENCE |
PRIMARY GEOGRAPHIC EXPERIENCE |
CATEGORY |
|---|---|---|---|---|---|
| Mr Christopher Cole |
UK | Engineering | Chief Executive Officer |
Worldwide | Independent |
| Mr John Daniel Hofmeister |
USA | Energy Industrial manufacturing |
President HR Group Director |
Worldwide | Independent |
| Mr Ernesto Mata | Spain | Energy Infrastructure Consultancy Finance |
President Vice-President |
Spain and Latin America |
Independent |
| Mr Richard Nelson |
UK | TIC | Chief Executive Officer |
Worldwide | Independent |
| Mr Fernando Basabe |
Spain | Finance TIC |
Chief Executive Officer |
Worldwide | Executive |
| Mr Nicolas Villen | Spain | Infrastructure Pharmaceutical |
Chief Executive Officer Chief Financial Officer |
Worldwide | Independent |
| Ms Maria Cristina Henriquez |
Spain | Consumer Pharmaceutical |
President and Managing Director Chief Financial Officer |
Europe, Latin America, and Israel |
Independent |
| Mrs. Maria Jose Esteruelas |
Spain | Energy Infrastructure |
Executive Vice President Chief Executive Officer |
North America and Latin America |
Independent |
The above chart shows the current directorship; in August 2018, Mr. Claudi Santiago left from the Board of Directors due to an increase in his other professional commitments. Thereafter, in November, Mr. Scott Cobb also left his seat due to the reduction of the shareholding of Southeastern Concentrated Value, the shareholder whom Mr, Cobb represented as a proprietary Director in Applus+.
The selection processes developed in 2018 to cover vacancies are definitively seeking to enhance diversity at the board, both in skills and experience and, importantly, gender and age. Indeed, at its 20th February meeting the Board has appointed Mrs. Esteruelas as independent Director.
On 31 May 2018 the remuneration policy for the directors of Applus Services, S.A. for 2018-2020 was approved. This document regulates the remuneration received by the members of the Board of Directors and the specific remuneration and contractual elements that apply to the directors who perform executive functions. Although they are dealt with in detail in the Annual Remuneration Report for 2018, the main elements that govern the p.muneration of Board members are as follows:
• Board remuneration
The Board's remuneration is made up of a fixed emolument, resolved on individually at the Annual General Meeting, based on the functions and responsibilities attributed to each director, membership of Board committees and other objective circumstances that it might consider relevant. Under no circumstances can this remuneration exceed € 1,500,000.
Travel and subsistence expenses associated with attendance at Board and Board committee meetings are fully reimbursed, provided that they are duly supported. The Company also has third-party liability insurance for its directors under market conditions.
• Remuneration of the directors for performance of executive functions
Remuneration applicable to directors who perform executive functions in the organisation is governed by the policy on a separate basis. It is made up of a fixed portion and another variable portion tied to the attainment of targets and a long-term incentive plan following best practices.
Applus+ is aware that business ethics drive value generation, improves our econemhc 101,-mance, helps to bud trust in our teams and increases our stakeholders and investors trust. Accordingly, it is critical for us to ensure its effective and efficient governance and integration into our business operations and daily agenda.
Therefore, the Group has an ethics model, which commits to robust compliance and evolves with on-going reviews. This model, and its underlying ethical values, brings credibility and builds stakeholder confidence. Applus+ guarantees compliance with the principles governing the conduct of our employees through a specific regulatory framework.
Our Code of Ethics, which outlines the values, pind?les and rules of conduct, is available in 2a, [larilgaages to all members of the governing body, professionals, business partners and other interest groups all around the world, and these set out the values and commitments that guide our workforce's activities:
| CODE OF ETHICS' CONTENT | |||
|---|---|---|---|
| Social responsibility, sponsoring and donations | |||
| Veracity of information and record keeping | |||
| Confidential and non-public information | |||
| Integrity in our services | |||
| Conflicts of interest | |||
| Use of Applus+ resources | |||
The revision of the Code of Ethics introduced these main following crivarrIges in 2018:
In order to ensure that all professionals comply with the ethical0 Elt3ndards, throughout the year new hres must go through a tralrAng session on the Code of Ethics and the Global Anticorruption Policy and 7Y'-ocedure, signing an agreement where they state that they know, understand and comply with them. It is also mandatory for our suppliers and .17-iirr.cl pardes to s!,7, F_3zild comply with the standards described on our Code of Ethicsand the Global Anticorruption Policy and Procedure when contracting with Applus+. Furthermore, all ,cur professionals must go through an annual .7,:raffi!"mg that includes the most relevant issues on ethical standards as well as those subject to modifications during last year. In 71_71P,, the training included issues related to:
CSR Report- Draft 5 Applus+ GROUP Page 47 of 121
Apr)his
, Anti-bribery and Anti-corruption (Managers only)
In 2018, 100% of the existing employees were trained related to the Code of Ethics in the annual training period. The new employees are being trained during the induction period according to the Compliance's guidelines.
The compliance with our Code of Ethics is essential for us. Therefore, the recruiting and selection procedure for directors considers their merits, capacity and commitment with the Code's values. The degree of fulfilment of the obligations listed above is taken into account both in their performance evaluation and promotion decisions, as well as in the determination of their remuneration.
In addition to the Code of Ethics, our compliance model also includes a Whistleblowing Channel available for everybody in the section of Applus+ website (http://www.applus.com/en/aboutUs/ethicsAndCompliance /communication-channel). Our stakeholders can raise any doubts or notify any indication or suspicion on any act or breach that may violate the rules of this Code or any other Applus+ internal regulations.
Moreover, the reporting parties will find available on this webpage, all the information regarding the minimum required identifying data. These data are our commitments in terms of confidentiality, anonymity and against any kind of harassment or retaliation; as well as the process of managing, processing and resolving complaints by the Chief Compliance Officer.
In 2018, there were 125 communications received and out of these, 104 were opened for investigation of potential breaches of which 90 have been closed in the year 2018 and 12 continue open and are being investigated and managed by the Chief Compliance Officer (CCO). Out of the 90 cases investigated there was evidence found in 44 cases of irregular behaviour or breaches of the Code of Ethics values and/or the Global Anticorrupflon Policy and Procedure that resulted in some type of correction or disciplinary action.
Out of the 125 communications, 92 came from internal sources and 33 from external people out of the Group. 82% of the cases used the formal communication channels of the Group to send the allegations, 12% contacted someone from the management team, and the rest came in via audit process or other sources.
During 2018, the Group made several acquisitions and completed the integration of the companies acquired during 2017. These acquisitions resulted in an increase of frequency of reporting due to the higher volume of the Group, but in absolute terms, the trend has improved.
In 2015, the Board of Directors approved the Compliance Management System for Criminal Risks (CMS), which was launched in 2016. The implementation of this system enables the Group to detect possible criminal offences under the Spanish Criminal Code, UK Bribery Act and the US Foreign Corrupt Practices Act.
In 2018, we developed the following new internal regulations:
We improved and updated several existing policies and internal procedures including: Code of Ethics and Anti-Corruption Procedure, Compliance Terms of Reference, Criminal Compliance System Handbook, A* Whistleblowing Channel Procedure, Anti-money-laundering procedure, Treasury Policy, Anti-Discrimination Policy.
The Compliance Handbook details the procedures to be followed on crime prevention and sets out the content and periodicity of reporting to the CSR Committee:
• Quarterly: progress on the implementation of these policies in all countries where we operate; and
• Yearly: annual activity report, which includes all activities and investigations carried out and the action plan for the coming year.
Due to the newness of these policies and procedures, in 2018, the Corporate Compliance Department at Applus+ has focused their efforts globally on ensuring that the policies are implemented across all divisions and regions.
Our Code of Ethics, the Global Anti-corruption Policy and Procedure and the CMS are included in the scope of the periodic controls carried out by the Internal Audit Department.
To prevent, detect, investigate and remediate any corrupt act within the Group, we have a Global Anticorruption Policy and Procedure. The divisional Executive Vice-Presidents, under the leadership of the Chief Compliance Officer (CCO, are responsible for monitoring that professionals at Applus+ and third parties comply with the Global Anti-corruption Policy and Procedure.
These documents describe all the prohibited and controlled conducts in Applus+, including:
The Code of Ethics expressly prohibits any kind of contribution to political parties or trade unions in name of Applus+ all around the world. Furthermore, any sponsorship or donation must be legitimate, formalised and authorised according to the Global Anti-corruption Procedure.
In 2018, we have contributed to foundations and non-profit entities valued at €164,437.
The Global Anticorruption Procedure also regulates the relation with suppliers, third parties, venture partners and consortium partners, as well as the process of Mergers & Acquisitions, in order to prevent any potential corruption-related cases.
To continue improving our compliance model, in 2018, we have developed a Policy on Conflicts of Interest that regulates the principles and rules to identify, prevent and manage potential conflict of interest situations involving our employees. Derived from its adoption, we are currently reviewing our Suppliers and Clients Policies to ensure that they include and align with these new provisions.
Any questions, doubts or infringement of these rules can be communicated through our Whistleblowing Channel.
At Applus+, we believe that innovation and compliance with antitrust and unfair competition laws are the basis for economic growth, and therefore these constitute one of the values covered by our Code of Ethics.
Our sector is characterized by an intense competition amongst organisations, whether on private tenders or public ones and specifically under contracts where tariffs may be regulated such as in vehicle inspection. There are specific lines of internal review and approval for instance with regards to public bidding processes, consortiums, trade associations membership ensuring the involvement of Applus+ Corporate Legal Department as applicable.
Employees can access the decision making process defined for the whole organisation through the intranet, and such process includes a mention to the projects, operations or dealings with competitors being subject to Chief Executive Officer's approval.
The Executive Committee members and the global Legal team are trained in this matter, however, as key actions for 2019 and being an area in which regulators have increased focus, the Corporate Legal Department is expected to issue the Competition Compliance Guidelines and to develop further training to the wider

organisation. Moreover, related training materials such as on public bidding do include a section on best practices under antitrust rules.
In 2018, no proceeding has been initiated against Applus+, nor has Applus+ been served with claims for unfair or monopolistic or unfair competition practices. Correspondingly, no sanction has been imposed, pecuniary or not, due to the practices described.


Under the principle of stakeholder inclusiveness, the Group 's management team and the in-house professionals' team identified the key stakeholders as:
in our approach to stakeholder inclusiveness, we concentrate on organisations or Individuals who we consider signficantly affected by our services and on actions that can affect our ability to successfully run our business To improve our responses to their expectations and needs, we continue consolidating and improving our communication channels with them.

We organise open days, road shows, conferences and technical forums for our clients. In addition, our divisions periodically survey cilents on their satisfaction. We also have local systems for complaint management to analyse and guickly remedy issues raised from any claim. Finally, we communicate continuously with our clients as we develop projects, by holding periodic meetings to revew the progress of our projects. In 2018, we received 590 customer complaints of which 487 are already closed and the remaining are in progress.
We survey our employees on satisfaction periodically to identify improvements covering areas such as tearnwork, empowerment, engagement, and recognition,
All of our professionals have the Group's whistleblowing channel available to them to pass on questions or suggestions, or report any infringement of anything set out in any of the Human Resources policies. In addition, infringements or incidents can be delivered through local Human Resource managers who, in the event of receiving information about any possible violation that might affect the Code of Ethics, must forward the report to the Chief Compliance Officer, so these communications can be processed through the channels provided
In 2018, we received 35 communications relating to employment issues that, after analysis by the Chief Compliance Officer, were considered not to be in breach of the prinoples and obligations contained in the Code of Ethics, or any other of our policies and procedures, and the complaints were placed on file.

Working with suppliers, the Group has a vetting process to ensure that external suppliers and partners adhere to our commitments to ethics, society and the environment
We also develop supply-management practices through our membership in the Spanish Association of Purchasing, Contracting and Procurement Professionals (AERCE) This organisation shares experience, publishes information, imparts knowledge and conducts research on issues related to purchases in Spain
Out Policy for Communication and Contacts with Shareholders, Institutional investers and Proxy Advisors promotes our commitment to maintaining a good dialogue with the investor community. Our main communication channels with our shareholders are:
This year, we attended 209 meetings and conference calls, of which 126 were first contacts with Applus+ since the Group's Initial Public Offering (IPO) in May 2014. In addition, we attended 12 Investor's conferences and 10 road shows.
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Our involvement in organisations and associations allows us to foresee new regulatory changes and to understand the needs of the stakeholders, who are linked to those organisations' or associations' activities. In the principal sectors in which we operate and for the activities and services we are members of:
The International Federation of Automotive Engineering Societies (FISITA). A non-profit organisation that acts as the global voice for the automotive industry. FISTTA members share knowledge on automotive engineering and contribute to the worldwide development of new technologies.
The Spanish Association of Defence, Aerospace and Space Technology Companies (TEDAE), representing and promoting its members' interest both nationally and internationally.
European Telecommunications Standards Institute (ETSI). An organisation that produces globally applicable standards for information and communications technologies, including fixed, mobile, radio, broadcast, internet and aeronautical. Applus+ is actively involved in the development of new test standards.
Pipeline Research Council International (PRCI), which is a community of the world's leading pipeline companies and their vendors, service providers, equipment manufacturers and other organisations supporting this industry sector.
European Strategy on Cooperative Intelligent Transport Systems (C-ITS) adopted by the European Commission in 2016, which is a milestone initiative towards cooperative, connected and automated vehicles and mobility. The C-TTS's objective is to facilitate the convergence of investments and regulatory frameworks across the EU to realise the deployment of mature C-ITS services in 2019 and beyond.
Applus+ is a member of ASTM International. Over 12,000 ASTM standards operate globally. ASTM standards enhance performance and bring confidence when purchasing goods or services. ASTM harnesses the expertise of over 30,000 members to create consensus and improve performance in manufacturing and materials, products and processes, systems and services.
Applus+ is a member of CITA (International Motor Vehicle Inspection Committee) and is represented in all working groups: WG1 (Safety Systems), WG2 (environmental protection systems assessment), WG3 (training and quality outcomes of inspections), WG4 (continuous compliance) and WG5 (information systems).
The divisions at Applus+ also participate in associations specialised in quality, CSR and ethics;
Since 2015 several Applus subsidiaries was joined the UN Global Compact, committing to "Ten Principles" related to human rights, labour, the environment and anti-corruption. In 2018, all the Applus+ Group joined the UN Global Compact.
Applus + works closely with the European Standardisation Committee (CEN). European Standards (ENs) are based on a consensus, which reflects the economic and social interests of 34 CEN Member countries, channelled through their national standardisation organisations.
At FORETICA a leading association for corporate social responsibility and sustainability businesses and professionals in Spain and Latin America.
Applus+ is a patron of the ADCOR Foundation (Disabled adults from A Coruña), which is a non-profit organisation dedicated to improving the lives of adults in situations of dependency.
In 2017, Applus+ joined the CDP (Carbon Disclosure Project), with our reporting we were scored "C". The CDP is a non-profit organisation that directs the global disclosure system for investors, companies, cities, states and regions in order to manage their impact on the environment. In 2018, we reported again and Applus+ was rated as "B" improving 2 levels in one year.
As part of the Group's materiality analysis, our stakeholders ranked their key topics and concerns. The results below show how our stakeholders prioritised topics, and the components or elements of our management linked to them:
| KEY TOPICS AND CONCERNS |
STAKEHOLDER INDICATING THE TOPIC |
MANAGEMENT APPROACH | Section in the CSR report |
|
|---|---|---|---|---|
| Public administration | ||||
| Society | • QH.SE Policy |
|||
| 1. Quality of service and customer satisfaction SDG: 12. Responsible consumption and production |
Clients | • Quality-management systems at a | 8.1 Dialogue with stakeholders |
|
| Competitors | local level • Customer satisfaction surveys |
|||
| Financial market | • Local complaint-management systems |
8.2 Market focus | ||
| Suppliers | • World Quality Day | |||
| Employees | ||||
| Public administration | • Code of Ethics | |||
| Society | • Compliance Management System for Criminal Risks (CMS) |
|||
| Clients | • Global Anti-corruption Policy and |
|||
| Competitors | Procedure • Compliance Terms of Reference |
|||
| Financial market | Norm • |
|||
| 2. Codes of Ethics and Compliance SDGs: 5. Gender equality; 8. Decent work and economic growth; and 10. Reduced inequalities |
Employees | Applus+ WhistleblowiV Procedure • The Anti-Money Laundering Policy • The Suppliers Policy • The Customer Policy • Blocks of Control: Compliance — Monitored by Compliance and SCIIF — Monitored by Internal Audit • Active and Passive Bribery and Corruption, Facilitation Payments and Influence Peddling • Gifts and hospitalities requirements. • Political Donations • Charitable Donations |
7.3 Business Ethics | |
| Investors | • Code of Ethics |
|||
| Society | • Non-Discrimination Policy • Global Management Development |
6.1 Employment 6.2 Fulfilment of |
||
| 3. Talent attraction and retention |
Clients | Programme | ||
| SDGs: 5. Gender equality; 8. Decent work and economic growth; and 10. Reduced inequalities |
Competitors | • Global periodic survey of employee • satisfaction |
||
| Financial market | • Annual training programmes | Human Rights | ||
| Suppliers | • Human Protection Policy (Energy & Industry Division) |
|||
| Employees | • Competitive compensation system | |||
| 7. Health and Safety SDG: 3. Good health and wellbeing |
Public administration | • QHSE Policy | ||
| Society | • Health-and-safety programmes at a |
6.3 Occupational | ||
| Clients | local level (OHSAS 18001 standard) • Health and Safety Group's |
health and safety | ||
| Competitors | guidelines |
| KEY TOPICS AND CONCERNS |
STAKEHOLDER INDICATING THE TOPIC |
MANAGEMENT APPROACH | Section in the CSR report |
|---|---|---|---|
| Suppliers | • Health and Safety Reporting Procedure • Golden Safety Rules programme • Local safety awards • Safety Day and awareness campaigns • Local awareness actions |
||
| Investors | • Policy on Communication and | 2. Company Description 5 Economic performance 72 Corporate |
|
| 5. Business model and | Sectors where we operate |
Contacts with Shareholders, Institutional Investors and Proxy Advisors |
|
| strategy SDGs: 8. Decent work and |
Competitors | • Implementation of the recommendations of the CNMV |
|
| economic growth; and 17. Partnerships for the goals |
Financial market | • Risk Control and Management |
Governance 7.3 Business ethics |
| Suppliers | Model • Global conflict of interest Policy • Strategy 2018-2020 |
8. 1 Dialogue with stakeholders |
|
| Investors | 52 Economy | ||
| Society | • Risk Control and Management |
management approach 6.3 Occupational |
|
| Competitors | health and safety 7.1 Corporate structure |
||
| 6. Risks and opportunities |
Financial market | 7.3 Business ethics | |
| management SDG: 8. Decent work and economic growth |
Employees | Model • Internal Audit process |
Compliance Management system 8.2.1 Purchase management10.3 Social management approach 8.3 Climate-change related issues |
| Investors | • Annual account audit |
5, Economic performance 7.1 Corporate structure |
|
| 7. Economic | Competitors | • Financial Statements Report • Corporate Governance Annual Report • Directors' Remuneration Report |
|
| performance | Financial market | ||
| SDG: 1. No poverty | Suppliers | ||
| Employees | • Internal Audit process |
||
| 8. Independence, |
Public administration | We maintain and obtain the | 6.3 Occupational health and safety 8,2 Market focus 10.1 Environmental management approach |
| accreditations and certifications |
Clients | accreditations and certifications required by government regulations and industrial standards to operate |
|
| SDG: 9. Industry, innovation and infrastructure |
Competitors | ||
| Financial market | in the global market | ||
| 9. Stakeholder | Investors | • QHSE Policy | 62 Fulfilment of Human Rights 6.3 Occupational health and safety |
| engagement | Society | • Quality and environment management systems at a local |
|
| SDGs: 10. Reduce inequalities; and 11. |
Suppliers | level |
| KEY TOPICS AND CONCERNS |
STAKEHOLDER INDICATING THE TOPIC |
MANAGEMENT APPROACH | Section in the CSR report |
|---|---|---|---|
| Sustainable cities and communities |
Employees | • Health-and-safety programmes at a local level (OHSAS 18001 standard) • Human Protection Policy (Energy & Industry Division) • Global Compact • Carbon Disclosure Programme • Global Procurement Policy and Procedures |
8.1 Stakeholder engagement 8.2 Market focus 10.1 Environmental management approach 8.2,1 Purchase management |
| Public administration | • By-Laws and Regulations of the Board of Directors |
7. Corporate governance 8. Stakeholder engagement |
|
| Investors | • Long Term Incentive Plan for the |
||
| 10. Corporate governance |
Sectors where we operate |
CEO (LTIP) • Directors' Selection Policy |
|
| SDG: 8. Decent work and economic growth; and 17. Partnerships for the goals |
Financial market | • Policy on Communication and Contacts with Shareholders, Institutional Investors and Proxy Advisors • Remuneration Policy for the Directors • Implementation of the recommendations of the CNMV |
|
| Society | • QHSE Policy • Environmental-management |
6.3 Occupational health and safety 8.1 Dialogue with Stakeholder 8.2 Market focus 10.1 Environmental management approach 8.2.1 Purchase management 9 Innovation 10.4 Climate Change related issues |
|
| 11. Sustainable and safety products and services SDG: 12. Responsible consumption and production; and 13. Climate action |
Financial market | ||
| Suppliers | systems at a local level • Global or local awareness campaigns amongst our employees • Innovation projects development • Carbon Disclosure Programme • Global Procurement Policy and Procedures |
||
| 12. Training/skills | Clients | 6.1.3 Training and professional development 73 Business ethics |
|
| building and professional |
Competitors | • Global Management Development |
|
| development SDGs: 5. Gender equality; and 8. Decent work and economic growth |
Suppliers | Programme • Annual training programmes |
|
| Employees | |||
| 13. Innovation of products and services SDG: 3. Good health and wellbeing; 9. Industry, innovation and infrastructure; and 12. Responsible consumption and production |
Clients | 9 Innovation | |
| Competitors | • Innovation Report • Innovation projects development |
||
| Employees | • Continuous collaboration with universities, R&D centres and other innovating companies |

We design and execute services covering the economic, environmental and social expectations of all of our stakeholders. Our passion for improvement drives us to go beyond standards for our clients, and we fulfil this motivation with a sense of eagerness and creativity.
We deploy our quality management systems at a local level in more than 30 countries, These systems are certified and periodically audited in accordance with the international ISO 9001 standard.
During November, the Group ran a global campaign to celebrate the "World Quality Day" (WQD). As part of the programme, employees at Applus+ watched an informative video to promote ideas on how to build good working-relationships through best practice in communication, and apply these steps when working on clients' projects to continuously enhance the quality in the delivery of the Group's services.
Our certifications confirm the Group's expertise and create value for clients, while reaffirming the trust held by our clients and partners. In 2018, we acquired many new accreditations, amongst which are:
In Latin America, Applus+ obtained the following certifications:
DNVGL-CP-0484: homologation of NDT services at offshore platforms and on classified projects.
The California Bureau of Automotive Repair - BAR (California - USA) recertified officially our Smog DADdy Data Acquisition Device for its use on the California Smog Check programme.
Applus+ maintains the necessary accreditations and homologations in multiple jurisdictions across the globe, which assures the quality, safety and integrity of both our services and our clients' assets. In 2018, we acquired many new accreditations, amongst which are:
Applus+ obtained the DAC 17024 - Lifting operator certification. With this certification, we are enable to deliver this service in the United Arab Emirates for construction, oil and gas, real estate and transport, which will enhance our cranes and lifting equipment business.
In the United Arab Emirates, Applus+ obtained ISO 17020 certification (Conformity assessment requirements for the operation of various types of bodies performing inspections), enabling the Group to pursue opportunities in real estate, facilities management and the hospitality sector.
In Australia and Latin America, Applus+ has been accepted for certification by the DNV-GL classification society as an approved service supplier. By gaining this certification, the Energy & Industry Division is able to expand its portfolio of marine inspection services aimed at the oil and gas, defence and maritime industries. This latest certification adds to our existing Lloyds Register and ABS certifications.
Applus+ was accredited to undertake electromagnetic compatibility testing and evaluations of human exposure to electromagnetic fields, under UNE-EN ISO/IEC 17025:2005. This reference standard is applied by test and calibration laboratories. Applus+ will carry out these tests in zones which house electrical infrastructure and may generate significant power-frequency electromagnetic fields (501-1z).
Applus + is the only Authorised Inspection Organisation in Spain which is able to certify the alternative technical solutions of the regulation of chemical products storage (APQ). This means that we make risk assessments; we analyse the technical solutions required under APQ legislation and we certify installations comply with the legal regulations.
Applus+ has been named Foreign Certification Body (CAB Identifier ES000I) by the Canadian Department of Innovation, Science and Economic Development (ISED), formerly Industry Canada (IC). From now on, Applus+ will be able to carry out the mandatory wireless-products certification process to access the Canadian market. Canada's conformity processes involve product testing and certification by a testing laboratory accredited for ISO/IEC 17025 and a certification body accredited for ISO/IEC 17065 that has been recognised by ISED.
Applus+ extended its cybersecurity services to China. This accreditation recognises the Applus+ Shanghai laboratory's expertise in undertaking evaluations in line with the Common Criteria methodology. Common Criteria is the sector's most widely recognised standard, with applicability to a wide range of IT industries and products.
Our passion for improvement continually drives Applus+ towards an excellence that allows us to exceed the expectations of our clients. In recognition of this motivation, both our customers and our commercial partners rewarded our services for high quality:
We obtained the designation by the Spanish Approval Authority (MINCOTUR) for the UN Regulations 136, 139, 140, 141 on active safety systems and the European Regulation (EU) 2017/2400 for heavy-duty CO2 emissions.
The Company prioritises procurement practice since it is not a negligible amount of Group's expenditure. To this aim, the Applus+ Group has a dedicated procurement department to manage its purchase costs efficiently. Our Corporate Purchasing Department is responsible for the Group's entire spend (excluding payrolls), including policies for suppliers, processes and procedures, and they ensure that objectives are met while allowing the company and our employees to meet their business needs.
The Department's management objectives ensure that our policies are deployed in every country correctly and the processes and procedures are sufficiently efficient to generate cost-savings, To do that, the Corporate Purchasing Department works as a matrix organisation, where there is a corporate team overseeing the whole function, and divisional/regional/country teams are responsible for functional reporting and dependence on procurement. Annually, the Department conducts a procurement plan at all levels (Corporate, Divisional, Regional and Country), which allows the Group to review and follow its procurement objectives.
Global Procurement Policy and Procedures and Suppliers Policyare framework policies at the corporate level that are further developed and implemented at regional or country level. These corporate policies set out the guidelines on the content and state the minimum requirements for the local policies. The Corporate Purchasing Department reviews and approves these local policies.
The Global Procurement Policy applies to all purchase commitments made on behalf of the Applus+ Group and includes all employees authorised to purchase goods and services associated with the business of the Applus+ Group and our legal entities.
With the application of our procurement procedures, we aim to achieve excellence by simple and homogeneous processes that optimise cost-efficiencies and provide our employees with the most suitable purchase options. In addition, our procurement policies are developed to allow our employees to carry out their work safely and efficiently, whilst applying cost insights, process optimisation and our corporate responsibility requirements.
All purchase processes are aligned to our Code of Ethicsand rules of conduct, and employees at Applus+ and suppliers must comply with our Global Anti-corruption Policy.
Within the Applus+ Group's practices is the definition and submitting of specifications, requirements, etc. in a manner that will permit fair and equitable consideration of all tenders qualified.
Each member of the Applus+ Group's entity management and purchasing teams are responsible for assuring that the entity does not knowingly enter into any purchase commitment that could result in a conflict of interest. To resolve questions about what may constitute a conflict of interest, our employees seek guidance from the Local Chief Financial Officer (CFO) or the Purchasing Manager.
Finally, our Global Procurement Policy includes the guidelines to meet, inter alia, the following purposes:
In addition, Applus+ has a Supplier Policy. This policy sets the framework of the basic standards that Applus+ requires from our suppliers, and we apply this to all existing suppliers and potential new suppliers of products or services to Applus+. The policy outlines the process for initially becoming an approved supplier to Applus+, and details the Group's performance monitoring system.
Correct and efficient supply chain management is a key issue of our procurement management. An efficient supply chain management permit the Group to offer our employees in a timely manner, the products or services to meet our final customer's needs.
We develop our supply-chain management processes to be as efficiency as possible in order to avoid supply risks. To support this, we strengthen local suppliers (orders made within the same country), which optimises delivery times, reduces costs and allows us to have the necessary local support in place to react to unforeseen events.
Our purchasing model plays a vital role in appropriate supply-chain planning, and we therefore implement an operational model based on the correct segmentation of materials and on a classification and control of the different types of purchases, such as: common, contractor, one-off, special entity, intercompany or strategic.
Once a new supplier is selected, we initiate the qualification process. To pass this, each local entity must define their own supplier-qualification process, and the potential supplier is required to comply to the Code of Ethics, the Group's Compliance regulations and HSQE requirements as a minimum. All suppliers subject to qualification according to global and/or local requirements must acknowledge that Applus+ reserves the rights to make further audits or checks, and commit to facilitate access and information to the auditors and observers agreed.
Suppliers undergo periodic performance evaluation to update their dassification; monitor and assess their performance and compliance with the company's standards; and improve key supplier processes that may affect the Group or division's operations.
The Group's local entities must define the evaluation methodology for their suppliers, which defines the criteria for the rating and the criteria for being removed from the supplier list. To complete this, our Supplier Policy recommends covering the following type of evaluations:
Evaluation when receiving goods/services.
On-demand evaluation: An open evaluation, performed whenever needed, in which the operational department is offered the possibility of carrying out an assessment of a vendor, whether it is a general comment and/or an incident.
Periodic evaluation: At least annually, an evaluation performed to assess performance and to monitor compliance to Company's standards.
The Corporate Purchase Department supervises global procurement practices, and the Internal Audit Department supervises and controls the monitoring of them. In 2018, the Internal Audit Department has audited 19 legal entities compliance with Global Procurement Policy and Procedures and Suppliers Policy.
Applus+ has an overriding concern about its impacts on the social contexts where it operates, and its Code of Ethics includes a considerable number of references to complicable laws in various fields.
Given that Applus+ has presence in more than 70 countries and is subject to a wide and complex range of laws, requlations, conventions, treaties, codes and recommendations with global, national, regional, and local reach, and that all those texts may be subject to interpretation, its compliance record is positive.
Applus+ ensures compliance through a mix of processes and ownership, which include from its top management, local management and corporate departments, such as Legal, HR, Finance, HSQE, and Compliance (always including in-house and external advice) each focusing on its area of expertise and responsibility.
The Applus+ Group participates in numerous technical groups to develop regulations, and in professional associations to establish dialogue with stakeholders that promotes the development and implementation of technological and legislative policies guarantee greater security and reliability of the products and services.
In addition, and as part of our activity to identify and understand our stakeholder's needs, we maintain a dialogue with public stakeholders, such as unions or organisations on an ongoing basis.
Managing any business today requires the protection of personal data generated across a vast array of dayto-day business operations, which rely on different data-processing activities. Acting on these considerations, Applus+ will always strive to protect individual's privacy, and their corresponding fundamental rights when processing their personal data.
Personal data protection and privacy is one of the values upheld within our Code of Ethics, and, therefore, all of our professionals must respect the basic rules stated therein, even where laws related to data protection vary in the different countries where we operate.
In light of the EU General Data Protection Regulation (GDPR) enforcement on 25th May 2018, redefining the way organisations across the EU approach data privacy and so as to adapt to these new requirements, our Corporate Legal department has been working since October 2017 in a GDPR implementation project (with the support of other areas and with a cross business divisions and EU wide scope), consisting of the following actions:
In addition, the Applus+ Group has appointed a data protection team responsible for enforcing the implementation of GDPR and for managing any doubts raised over data protection. The Corporate Legal Department, with whom the team hold periodic follow-up meetings, coordinates these managers and establishes the action plan for each of them to follow.
Considering the deadlines and resources allocated, and the decentralisation of its business model, Applus+ made a major effort on implementing the GDPR in those businesses/areas presenting major risks in terms of personal data protection, such as, the automotive business (B2C- Business to consumer) and the employees' personal data management. The Chief Executive Officer (CEO), Executive Committee and Audit Committee receive periodic updates on GDPR compliance model and key processes' status.
For our operations outside the European Union, unless they process personal data of a subject located in the EU, they are not bound by the policies and procedures stated above, but by applicable local legislation.
All our stakeholders can exercise the rights recognised by the law (rights to be informed, access, rectification, erasure, restrict processing, data portability, to object and rights in relation to automated decision making and profiling). They can send complaints concerning their personal data through our Whistleblowing Channel, data privacy corporate email address (dataprivacyaapptw.com) orthe division/regional Applus+ email addresses provided for this purpose (only for European Union).
Furthermore, the policies and procedures developed include the communication and notification procedures to be followed when identifying any breach on data security, or receiving a requirement to exercise personal data rights' by an individual.
Information security is also preserved through the Applus+ Group Policy on the use of IT resources and the confidentiality clauses included in the contracts we sign with our employees and clients (confidentiality clauses and NDAs). In the case of the IDIADA Division, the Information Technologies General Policy,
In the case of the IDIADA Division, we may add the Information Technologies General Policy, Moreover, we have extra security measures in place in our Laboratories and IDIADA Divisions' Headquarters located in Spain, which ensure our commitment with the confidentiality and security of the products and services we develop for our clients. External visitors are subject to a face-to-face access control, receive an identification card at the entrance and must be accompanied at all times by any Applus+ worker. Additionally, all new accesses, must sign a confidentiality agreement (this requirement also applies when 6 months have elapsed since the last visit). Employees are also provided with an identification card, configured, when necessary, with access permissions to restricted areas such as IT (a personal code is also required), automotive, aeronautics and fine chemicals.
In 2018, we have not suffered any material leak, theft or loss of information in any case, as well as no claim or complaint has been served in relation to information security or data protection. However, Applus+ has answered to the more than 4,000 rights' exercise requirements received (mostly focused on our vehicle inspection activities in Spain) through the channels mentioned above.
To reinforce our commitment, next year Applus+ efforts on information security will be enhanced through privacy and confidentiality increased focus, where we foresee to develop several initiatives. On its hand, the GDPR compliance remains obviously in place.
Applus+ extends its Code of Ethics to their suppliers. It sets out the rules of conduct for our suppliers including current labour and social legislation, and our Global Anti-corruption Policycomplements these rules.
To ensure this, the Corporate Purchasing Department reinforces control in contracting operations to minimise complaints and legal procedures in relation to our suppliers, and the Internal Audit Department includes contracting operations between its supervision and control functions.
Our compliance model also includes a Whistleblowing Channelavailable for everybody in the section of Applus+ website (http://www.applus.com/en/aboutUs/ethicsAndCompliance /communication-channel).
The Applus+ Group deploys our social commitment at local level. Our presence in the communities where we develop our operations allows us to create close relationships with local communities. This close relationship facilitates the identification of their needs, thereby ensuring the social benefit of the initiatives we promote or support.

One of our most relevant commitments is the creation of employment and the economic growth of the communities in which we operate. This commitment is supported both by our percentage of local hiring (94% of the workforce in 2018) and by our percentage of local suppliers (81%)5.
Our decentralised model of human resource management allows more autonomy for our teams, resulting in improved efficiency that satisfies the needs of our customers, and facilitates the design and implementation of specific social responsibility programmes. Examples of our social recruitment programmes at a local level include:
Preferential selection of candidates (Colombia)
In Colombia, Applus+ has continued our Corporate Social Responsibility Programme focused on the recruitment and professional development of local personnel with disabilities. The programme is led by the Human Resources team to prioritise employees with disability status in administrative roles, where there is equality of competencies between candidates. At the same, Applus+ also operates a programme to recruit and develop personnel from the military and police forces, who have suffered injuries because of armed conflict. These personnel tend to join Applus+ at entry-level positions and develop within the organisation.
fr The "Semillas" programme: promoting social inclusion (Colombia)
With the aim of developing new talent and facilitating the recruitment of young people into the job market, The HR Department at Applus+ in Colombia launched their "SemiIlas" ("Seeds") programme. This programme provides students with the opportunity to support Appkis+ professionals across the various offices within the Group.
This programme is aimed at young people who are considering technical and professional careers. The scheme welcomes those looking to undertake a traineeship at Applus+, as well as those still in full-time education, with a view to them returning to Applus+ for a traineeship on completion of their studies. In 2018, approximately 40 students took part in the programme.
These type of initiatives strengthen our ties with the local educational community and help young people to develop their skills by promoting inclusion and access to the job market.
Recruitment of indigenous employees (Australia)
The Applus+ Group is working with Indigenous Workstars, a local recruitment company for indigenous workers within a contract for testing and inspection. Working in the energy exploration and production sector, we have collaborated with a major oil company in Australia to create employment opportunities for the indigenous community.
Our collaboration with this major oil company and Indigenous Workstars has enabled us to set participation targets and to define KPIs. During last year, 20% of all employees involved in the project were employed from the local indigenous community.
fr Recruitment of people with functional diversity (Spain)
The Automotive Division in Galicia (Spain) continues with their social and labour programme to integrate people with functional diversity through the Son Capaces ("They are capable") Project. The Division currently has 20 colleagues with intellectual disabilities, occupying the position of porter, and covered exclusively with people with this diversity function. Their employment support includes orientation and individualised mentorship that is provided by job coaches and trainers in the workplace. The project also has a period of training in the company prior to employment. We are now expanding this program to other regions of Spain with the aim of becoming a benchmark in this kind of programmes.
During 2018, the Applus+ Group supported numerous social causes across our divisions.
5This figure is limited scope to countries covered in SAP.

AIM high programme at the Automotive Division (US)
Applus+ provides financial support and event sponsorship to Companies that Care, a Chicago-based non-profit organisation that channels the power of Chicago and its businesses to address tenacious social issues, improving the lives of individuals, families and communities.
One of their community initiatives is the AIM High programme, a long-term, structured university-completion and workforce-development programme that aims to increase university-graduation rates among the youth in ethnic minorities. To achieve this, a group of Applus+ employees mentor local high-school students to provide them with leadership and support. This includes regular contact with the students via email, text and face-to-face meetings.
Mentors also participate in larger career and job-shadowing events. Even when the students graduate from high school, the mentoring team at Applus+ will continue to provide support and guidance as the students continue through university.
Social programme (Costa Rica)
Arremangados ("Roll up our sleeves") is the name of the Automotive Division's programme in Costa Rica through which employees identify and promote social welfare projects for their neighbouring communities. In this internal contest, the different stations presented their projects for budgetary approval to develop with voluntary labour.
This initiative, which started in 2016 as a pilot plan, celebrated its second year's work in 2018. This year, four schools and one community hall have benefited. These types of initiatives help us integrate into our local communities and culture, support our coexistence and facilitate the identification of opportunities for mutual development.
Teaching next year's talent at the Energy & Industry Division (The Netherlands)
A technical expert at the Energy & Industry Division in the Netherlands makes regular visits to a secondary school to talk to engineering students about non-destructive testing (NDT), a field in which the engineer has 40 years of experience.
By giving students the opportunity to draw on the expertise of an Applus+ professional, these sessions help to deepen their knowledge of weld inspection. Our technical expert offers a practical approach to standard NDT methodology, aiming to interest the students in this field.
p- Petroleum Club: Next Generation Programme (Australia)
Applus+ was involved with the Petroleum Club Next Generation Open Day in July. The open day was an opportunity for STEM (Science, Technology, Engineering & Mathematics) students from across Western Australia to gather together and gain an insight into the oil and gas industry. Applus+ displayed the Automated Universal Scanner (AUS) educating the students on inspection and testing techniques, and providing them with the opportunity to get hands on with technology. Applus+ was proud to assist with educating youth and contributing to the development of the next generation of professionals.
Helping one another after Hurricane Harvey: Energy & Industry Division (US)
In the wake of Hurricane Harvey, many people in the Houston and surrounding areas were left devastated, with the homes and personal property of some completely destroyed. Many clients of Applus+ and their employees were affected, so Applus+ rolled out a number of initiatives to help normality return in the area as quickly as possible.
We arranged for an assistance group to help move affected employees out of their flooded houses, and we collected money for affected employees. Applus+ also developed an employee assistance programme for employees who had lost some or all of their property.
Some clients in the area were also affected, with critical infrastructure damaged by the storm. Applus+ made every effort to continue operations and even mobilised immediate inspections of pipeline infrastructure to help reassure our customers that their assets were safe for continued operation.


Supporting local community celebrations (Panama)
Every year, Applus+ employees and associates in Panama organise a charity event to mark either Christmas or Epiphany, to which they invite underprivileged members of a local community.
This year, it was the turn of Bajo Bonito, a community located in Panama's Capira District, and we hosted 130 children at a party especially for them. A variety of activities took place over the course of several months to raise funds and attracting donations. In addition, employees sponsored children from the community and organised the party — everything from the logistics of getting everyone involved through to the decorations, entertainment and gifts.
7.- Bicycles donation (Spain)
Applus+ in A Coruna (Spain) launched an initiative together with the SEUR Foundation. The main objective of the campaign was to donate unwanted bicycles to people who need them the most. This project, in addition to being aware to the environment, runs with the collaboration of people with disabilities who carry out repairs to the bicycles. The scope of this campaign will be extended throughout Spain, Portugal and Andorra, and the bikes can be delivered to the SEUR stores attached to the project.
Wood donation (Middle East and Spain)
Applus+ in the Middle East organised a Blood Donation Event on 17th January 2018. The rapid growth for the demand of blood is proportionate to the fast-growing population of the United Arab Emirates and their expanding healthcare facilities. We collaborated with the Abu Dhabi Blood Bank, and 25 employees participated in the donation. These blood-donation initiatives have also been carried out at two Spanish offices in Barcelona and A Coruna.
Moustache donation for men 's health (Australia)
Seven team members from Applus+, working at the Woodside Karratha Gas Plant (Western Australia), donated their moustaches to Movember Foundation to raise money for men's health. They stopped shaving on 1st November until the end of the month, when they shaved their moustaches for donations.
Additionally, our employees also raised donations from their friends, family and colleagues for the foundation. Relatives and friends made these donations to support each employee's candidatures for "the best moustache"
The Movember Foundation is a global charity for men's health, addressing the factors that can lead to men experiencing physical and mental health issues and dying too young.
"Plugs for a new life" (Spain)
Applus+ in A Coruna (Spain) launched an initiative together with the SEUR Foundation called: "Plugs for a new life", with the objective to help children with serious health problems.
"Pink and Light Blue Ribbon" (Panama)
In October 2018, Applus + in Panama ran an initiative, promoted by the Ministry of Health (Minsa), for the "Pink and Light Blue Ribbon" campaign, as part of the month for the prevention and early diagnosis of breast and prostate cancer. The campaign seeks to raise awareness among the population about the importance of achieving comprehensive control of cancer, including prevention, early detection, diagnosis, rehabilitation treatment and palliative care.
'fr.• Informative campaigns and motorcyclists responsible (Costa Rica)
Applus+ informative campaigns are targeted actions to raise awareness of specific public issues. For example, they have promoted the installation and use of Child Restraint Systems in vehicles and the need to closely supervise school transportation. These topics in Costa Rica currently require more knowledge or awareness from the country's citizens.
The Motorcyclist Responsible Programme was developed during 2018 to educate motorcyclists and to provide them with the tools to prevent accidents. Currently, motorcyclists represent the highest rate of deaths on the roads in Costa Rica, so we were pleased that the event attracted approximately 1,500 motorcyclists to participate in these life-saving activities.

Training for students, private companies and authorities (Costa Rica)
We develop training through three programmes:

| 2017 III | 201 | |
|---|---|---|
| Total: 199 | Total: 217 | |
| NUMBER OF INNOVATION PROJECTS (Total and per division) |
IDIADA Division: 91 IDIADA Division:121 Energy & Industry Division: 64 Energy & Industry Division:43 Laboratories Division:28 Laboratories Division: 26 Automotive Division: 10 Automotive Division:15 |
|
| NUMBER OF INFORMATION TECHNOLOGY PROJECTS AT THE CORPORATE LEVEL |
8 | 10 |
| EMPLOYEES AND HOUR | |||
|---|---|---|---|
| Employees involved (not full-time dedication) |
713 | 761 | 825 |
| l Hours worked on innovation projects |
295,800 | 264,241 | 355,568 |
We invest in innovation to create value for our customers through the development of products, services and technical expertise. Our innovative approach generates efficiency improvements, as well as new revenue streams, which benefit our Company, our clients, society and the environment.
Our greatest social contribution is to actively participate in the process of creating the methods, technologies and infrastructures required to improve the safety and quality of life in our society. Our knowledge and skills in technological development play an essential role in our social contribution. The following projects are an example of the social character of our innovation activity:
Applus+ in Oceania has developed a modular system for internal and external inspection of stainless steel assets. The system features a crawler with various remote visual cameras and inspection technologies, which can travel along non-ferromagnetic assets. This development demonstrates the capabilities of Applus+ to develop and deliver innovative and safe inspection systems that meet and exceed the needs of our customers.
The IDIADA Division will participate in the Multi-Car Collision Avoidance (MuCCA) European Project. This project will develop a multi-car collision avoidance system that aims to reduce the occurrence and consequences (injuries and damage) of multi-car collisions on motorways. The technologies developed and used will be very similar to those to be included within a fully autonomous vehicle, including sensor systems, machine learning, vehicle-to-vehicle communications and vehicle control systems. This project will contribute to increasing road safety, especially by addressing one of the challenges of autonomous driving.
• PIONEERS: Protective Innovations of New Equipment for Enhanced Rider-Safety
The main objectives of the European PIONEERS project (Protective Innovations of New Equipment for Enhanced Rider Safety) are: to develop a deep understanding of the injuries sustained by Powered Two Wheelers (i.e. motorcycles) users; to improve the performance of safety systems (Personal Protective Equipment and on-board systems); to develop better test and assessment methods; and to increase the use rate of personal protection equipment.
Applus+ is leading this project with 16 partners, which will contribute to the increase in the safety of for motorcyclists.
• NANOFACTURING: Manufacturing of pharmaceutical nanoparticles for medical applications
Our Laboratories Division has successfully developed two routes of synthesis to scale up ligands, or bindingmolecules, for the production of nanoparticles used in pharmaceutical applications, which focuses on the treatment of certain diseases.
Their work, carried out within the European Union's H2020 NANOFACTURING research project, has allowed for the development and supply of these ligands in an appropriate quantity for further trials in the project. Thanks to this project, the Laboratories Division has entered into the field of manufacturing pharmaceutical nanoparticles for medical applications.
• ICCF ERNCIP Laboratories: Cybersecurity
The Laboratories Division participates in a European project to develop a cybersecurity certification scheme for industrial automation and control system applied on critical infrastructures. The project, part of the European Reference Network for Critical Infrastructure Protection (ERNCIP), will propose an initial set of common European requirements that will help foster certification for cybersecurity on industrial automation and control systems in Europe.
Applus+ Laboratories is participating through Spain's National Exercise Team (NET). The regulations focuses on automation and control systems at refineries, chemical plants, power plants, pipelines and other critical infrastructures.
Weld distortion: Safer assets
Distortion is a common problem in the fabrication of welded structures. A usual mitigation approach involves defining an intermittent weld sequence - a process that is extremely difficult to define. Applus+ in North America has developed a solution to this problem, which defines the best weld sequence based on Sequential Rigidity Calculation using simulation tools, such as FEA analysis (finite elements). This enables the designer to optimise a complex weld design without relying on intuition or experience on similar work. The new technique (provisional patent pending) allows structures to be welded more efficiently without distortion and therefore guaranteeing better safety of assets.
• Appwatcher: Technology information automated update
Applus+ has designed and developed the AppWatcher+ system, a web-based tool for monitoring technology on the internet that systematically detects, collects and organises any news related to the technological interests of the different areas of the company.
The tool has been successfully implemented at IDIADA Division and in Corporate Innovation Area, allowing updates on relevant information that assists our employees to make more informed decisions and to reduce risks.
Our innovation projects have led to the development of a range of new products and services within different sectors, which addressed various sustainability goals:
From May 2018, the Automotive Division has implemented an On Board Diagnostic (OBD) system for monitoring potential engine malfunctions related to excessive emission pollutants. The statutoryvehicle-inspection facilities at Applus+ have integrated this new system into their day-to-day procedures and guidelines for inspections using our specialised proprietary software called Pls.
This new system fulfils mandatory regulations and reinforces our commitment, as an inspection company, to guarantee an excellent service to both the users and the contracting administration in the key environmental area of air-quality preservation.

GEOAPP: Digital solution for paper reduction
In previous years, the Energy & Industry Division has been successfully developing and implementing a paper reduction plan for the inspections and site activities. Within the framework of the mobility innovation, many solutions have already been implemented, although there are specific areas still highly dependent of the paper records, such as geotechnical data capture and the associated reports.
This activity generates a great deal of paperwork, and the complexity of measures and structure of reports make digitalisation specially challenging. As a digital solution, Applus+ has started developing our GEOAPP, to solve steps within the geotechnical monitoring process, which reduces time on geotechnical surveys and at pits for field-data collection in areas already explored. This applied-technology saves costs and paper and reduces the potential environmental impact of site visits.
ECVET-Lab: Best environmental practices for European laboratories
The ECVET is the European Credit system for Vocational Education arid Training. The European Project ECVET-Lab (funded through the support of the European Commission's Erasmus+ Programme) was led by NOVOTEC and finalised in September 2018.
The project had three main objectives:
The project has been developed with the collaboration of more than 40 organisations, which includes laboratories, Universities and VET centres from 13 countries from European Union. In the project's final conference, hosted by EUROLAB (European Federation of National Associations of Measurement, Testing and Analytical Laboratories) in Brussels, ECVET-Lab project consortia presented:
ADDAPTTA SEALS is an R&D Project, funded by European Clean Sky 2 programme, to optimise the profile of rubber seals on aircraft wings to increase their aerodynamics. The project is developing a new concept in rubber production by using the 3D-printing technology to produce the better-performance seals, at a lower cost.
The new rubber seals optimise the wing's aerodynamics which reduces fuel consumption, the CO2 emissions and the overall environmental impact of air transport. Deploying our expertise in materials testing and homologation, the Laboratories Division validates the seals manufactured by this innovative 3Dprinting process.
Our clients and commercial partners have also recognised our innovation activity:
thermographic research. The award followed a trial project, which successfully convinced the client of the benefit of thermographic research. This research is currently applied daily in a large-scale Corrosion Under Insulation (CUI) project.
Sharing capacities and resources helps us to increase our knowledge base and to explore new technology solutions for our clients.
| AGREEMENTS | 2017 | 2018 |
|---|---|---|
| Total: 85 | Total: 101 | |
| Number of agreements with external bodies |
IDIADA Division: 28 | IDIADA Division: 29 |
| (Total and per division) | Energy & Industry Division: 42 | Energy & Industry Division: 50 |
| Laboratories Division: 15 | Laboratories Division: 19 | |
| Automotive Division: 0 | Automotive Division: 3 |
| ACTNITIESTo'PROMOTE OUR INNOVATION WORK |
2016 | 2017 | 2018 |
|---|---|---|---|
| Technical events | 93 | 93 | 85 |
| Technical publications | 74 | 50 | 55 |
| Training sessions | 133 | 87 | 68 (*) |
(') The number of training sessions depends on the changes in regulations, standards or new testing, inspection or certification procedures that have to be communicated to the dents. Our experts provide tailor-made training for their clients and market needs, and this training is not recurrent year after year and is not constant in each region. The fluctuation does not indicate that the trend is necessarily downward since the figure may be higher the following year.
Below we show some examples of our technical events and other collaborative activities in the field of innovation:
Participation in FISEVI — CITA: Accident prevention, road safety and pollution
The Automotive Division, whose activity has a direct role to play in road safety, has participated, through CITA (International Motor Vehicle Inspection Committee), in the 3rd International Child Road Safety Forum (FISEVI), in CABA, Argentina. Applus+ participated as a support sponsor and provided a speaker, who presented the benefits of our inspection business in the field of accident prevention, road safety and pollution in their speech "More safe vehicles, the role of technical vehicle inspection". FISEVI is an initiative to establish a dialogue among the stakeholders that have a role in road safety, such as governments, international organisations, civil and road engineers, health workers, teachers, among others.
Presentation of the SENIOR project: Road safety for older road users
SENIORS (Safety Enhancing Innovations for Older Road Users) European project has investigated and assessed the injury reduction that can be achieved through innovative tools and safety systems, aiming to better protect elderly car occupants and external road users, such as pedestrians, cyclists and e-bike riders.
The project closed with a final event in September 2018 in Athens (Greece). The event was organised by the IDIADA Division, and was attended by more than 50 automotive safety experts, including many industry representatives and other fellow researchers.
The 7th International Cycling Safety Conference: Safety and mobility aspects
The International Cycling Safety Conference (ICSC) is a forum for researchers and experts in the field of cycling safety to exchange their knowledge and bring up new research topics or safety solutions. The initiative was started by the Netherland's the Ministry of Infrastructure and the Environment, TNO, Fietsberaad (Dutch Centre of expertise on bicycle policy), SWOV and Delft University of Technology.
The IDIADA Division participated at the seventh edition of the conference, held in Barcelona (Spain) in October 2018. The topics at the conference covered an array of safety and mobility aspects, encompassing: cycling mobility, bicycle `accidentology', cycling behaviour, safety of children and young
bicyclists, E-bikes, devices to improve safety, road design, infrastructure, urban elements and traffic regulation, bicycle-motor vehicle interactions, driver behaviour, active safety systems and automated vehicles.
• FORM Forum: European road mobility
The IDIADA Division participated in FORM Forum (The Future Of Road Mobility Forum), a conference organised by EARPA - the association of automotive R&D organisations.
This Forum brought together researchers, professionals and practitioners from industry and government for a productive and rewarding exchange of insights, experiences, achievements and perspectives on current and future developments in the European road mobility and automotive area. The theme of 2018's FORM Forum, held in Brussels in October, was "The future of road mobility; research with impact".
Seminars in Oceania: Solutions for oil and gas inspection and maintenance
The Energy & Industry Division in Oceania has organised a series of events for our clients to present the most promising and advanced technologies and solutions for a better inspection and maintenance of the oil and gas premises. Through practical sessions, our team offered our insight and expertise during themes entitled "ANDT and Engineering Lunch and Learn", "UAV Lunch and Learn" and "ECA Show and Tell".
The new technologies presented covered the use of Drones to contribute to the better detection of defects and to minimize the risks for the inspectors and the environment, caused by potential accidents and leakages in the infrastructures.
• PRCI event: IWEX demonstration
The Energy & Industry Division in Texas (North America) demonstrated our IWEX technology in the PRCI Technology Development Center (TDC) Open House on 31st May 2018.
PRCI Technical Programme Associate Members discussed and demonstrated various ILI (In-line inspection) and non-destructive evaluation (NDE) technologies and solutions, which contribute to minimising potential environmental damages caused by leakages at oil and gas premises.
• 7th Annual Meeting of Companies on the Integrity of Oil and Gas Pipelines
Applus+ in Spain held on 13th November the 7th Annual Meeting for companies on the integrity of oil and gas pipelines at our facilities in Bellaterra (Spain). This meeting had an extensive participation of different companies in the sector, and in the forum, they presented and shared experiences related to cathodic protection and the inspection of buried metal structures. This exchange of information helps advance knowledge to minimise environmental risks and optimise preventive maintenance.
| INTELLECTUAL PROPERTY | 2016 | 2017 | 2018 |
|---|---|---|---|
| Accumulated patents granted | 61 | 71 | 80 (') |
| Accumulated patent families | 35 | 35 | 31 |
| New applications filed (for new and existing families) |
6 | 7 | 11 |
During 201807, 28 new granted patents have been incorporated into Applus+ patent portfolio (17 of them coming from the validation of a European patent in 17 countries, and two of them due to a company acquisition), with an increase of two patent families.
In patent families, there has been a decrease of 19 granted patents belonging to six patent families. Twelve of them expired and seven were abandoned in order to optimise value — cost — business opportunity within the patent portfolio.
Consequently, the net increase in the accumulated patent portfolio has been only nine patents, giving a total portfolio with 80 patents granted, and the number of active patent families has decreased from 35 to 31.
The direct environmental impact of our company's activities is mainly related to our office activities and fieldwork. Therefore, we focus our management and prevention efforts on these activities and on their most significant environmental impacts: energy and water consumption, and vehicle emissions.
We extend our management framework to the generation of waste with respect to the activities developed by the IDIADA and Laboratories Divisions. These divisions generate additional waste to urban waste or urban waste, and this requires specific storage and management conditions (hazardous waste, inert waste, etc.), so we focus our efforts on the control and improvement of its management.
In the same way, and only in the case of the IDIADA Division, we include discharges in our management framework, since a significant part of the water consumption of the Division's facilities in Tarragona (Spain) is used for the operation of some test tracks.
The activities of the Applus+ Group do not generate direct impacts on biodiversity. In fact, some of the services provided to our clients aim at minimising and controlling the impacts their activities have upon ecosystems.
The Global Policy of QHSE integrates the Group's Environmental Poky with the Quality, Health and Safety policies. This policy applies to all employees at Applus+ or those associated with the business of the Applus+ Group and its legal entities.
With this Policy, Applus+ reinforces its commitment to manage its possible environmental impacts effectively by empowering key personnel and by providing sufficient resources to meet the requirements of the Applus+ Group's standards, giving priority to a preventive approach as opposed to the corrective approach when developing QHSE processes.
To deploy the policy, we implement environmental-management systems at the local level. The systems are periodically certified and audited in accordance with the international standard ISO 14001. In 2017, we adapted the new requirements of the ISO 14001:2015 standard to our management systems. At present close to 30 countries have legal entities with certified environmental management systems such as: United Kingdom, Italy, United Arab Emirates, Kuwait, Saudi Arabia, USA. USA, Canada, China, Thailand, Australia, Norway, Mongolia, Indonesia, Papua New Guinea, Angola, South Africa, Colombia, Spain, and Ireland.
In addition to these environmental management systems, the Group has a Guide of Best Environmental Practices applicable to all employees at the offices of Applus+, This guide includes best practices for the management of waste, the consumption of materials and the consumption of energy and fuel. In 2018, we launched a new awareness campaign under the banner "Because it's the little things that count" to reinforce these best practices.
This is a campaign in which we converted some environmental indicators to other magnitudes of immediate interest for our employees (number of rounds around the world, number of football fields, etc.) and includes some "curiosities". All with the aim of increasing the environmental awareness of our employees and improve the deployment of best practices in the development of our activities,
The Applus+ Group has two applications to manage, control and verify energy, water and fuel indicators.
The local and regional QHSE officers register data on the environmental indicators of each region using this tool. In the case of consumption, the tool collects the invoices as evidence of information reported, and these documents are key to validating and verifying the reported indicator.
The tool sends periodical reminders to ensure that users report in every reporting period on time.
After the information of the indicators has been completed, the QHSE Corporate Department verifies the reliability and veracity of the information by contrasting the information reported with the information included on the invoices of our suppliers. The process concludes when the QHSE Corporate has validated the information provided by the local and regional OHSE officers within the ASM tool. Consumption Database is transferred to the QlickView tool.
Using this tool, the QHSE Corporate Department can monitor progress of the reporting process and, simultaneously, consolidate the data globally. QlickView can visualise the information by region, country, office, etc., which facilitates detailled analysis of the indicators' evolution.
The Internal Audit Department supervises and controls the monitoring of the policy and processes described in this section.
The Corporate Purchasing Department is governed by the quality and environmental guidelines defined by the Corporate HSQE Department, and included in our HSQE Policy. In the selection and qualification of our suppliers, the Corporate Purchasing Department integrates the Group's mandatory HSQE requirements within its supplier management process.
To meet the requirements set by the Corporate HSQE Department, the Corporate Purchasing Department ensures that there are adequate processes in place and that suppliers comply with requirements established by the HSQE Policy.
The Supplier, within the approval process, must know and adhere to our HSQE Policy. In the initial evaluation of our suppliers, we positively value those who have implemented and certified an Environmental Management System according to ISO 14001 or the European regulation EMAS.
The adhesion to our HSQE Policy, and the consideration of the environmental management systems implementation in their selection and qualification, currently cover 60% about our total suppliers.
The consumption of energy and its emission are the relevant impacts of our activity. The Applus- Group 's Guide of Best Environmental Practices includes a set of guidelines to reduce energy and fuel consumption. These guidelines are applicable to all employees across the Applus+ Group.
In respect to energy consumption, the guide includes best practices for the use of IT equipment (computers, printers, etc.) and for the regulation of lighting and office temperature.
| CONSUMPTION from no renewable sources (*) |
2018 | 2017 | 20166 |
|---|---|---|---|
| Total Energy Consumption (GJ) | 823,068 | 796,144 | 920,050 |
| Fuel consumption (Diesel and gasoline) (GI) |
541,547 | 515,521 | 617,480 |
| Electricity consumption | 205,698 | 193,304 | 184,943 |
| Heating consumption | 75,823 | 87,288 | 117,627 |
| Cooling consumption | 0 | 0 | 0 |
| Steam consumption | 0 | 0 | 0 |
| TOTAL ENERGY CONSUMPTION (GJ) | 823,068 | 796,144 | 920,050 |
(*) Source of the conversion factors used: IPPC Guidelines for National GHG Inventories (AR4).
6 In 2016 the reported scope covered energy consumption for 90% of the legal entities consolidated at the time.
Fuel is the more important source of energy consumption. Within Applus+, it is directly related to our business activity when we carried out services at customer's sites. The fuel consumption comes from non-renewable sources. The types fuel used are diesel and gasoline.
The increase of approximately 5% of fuel from the previous year is mainly due to the increase in operations, new acquisitions such as "Inversiones Finisterre" and the inclusion of Oman in the reporting's scope. However, there is a reduction of the heating consumption using the same scope as 2017. Electricity consumption is remains steady from the previous year and the increase comes from new acquisitions. The total energy consumption increases due to new acquisitions, so using the same scope that 2017, it keeps steady because the increase of fuel is compensated for the reduction of heating.
| Energy intensity (G3/N. employees) | 36.0 | 38.5 | 53.87 |
|---|---|---|---|
"'1 Source of the conversion factors used: IPPCGuidelines for National GlIGInventories (AR4).
Employees is the metric that Applus+ selected to calculate the ratio of energy intensity. The type of energy included in the intensity ratio are all sources of consumption within the organisation (fuel, electricity, heating...). With regards to the Energy index, it decreases, by third consecutive year, 6.3%, which shows a positive trend.
We have designed our inventory including the main sources of energy and water consumption, and have created an online platform called ASM where all energy and water usage data are reported, so we can monitor the performance year after year and establish goals and programmes to improve it.
The organisational boundaries to measure the GRI indicators are the number of legal entities reporting their financial statements and we measure the intensity of emissions with regards to their revenue.
The assumptions made are mainly based on the ownership and accountability for the meters: if the meters are shared with other companies or the owner of the facility is assuming the accountability for the consumptions, then this data will not be included in our total count of usage.
Calculations have been made for 12 months; for pragmatic reasons the consumption period requested runs from 1st November 2017 until 31st October 2018.
In addition to these impacts, vehicle-fuel consumption is one of our main sources of emissions. The Applus+ Group "s Guide of Best Environmental Practices includes guidelines related to the three main elements that can reduce fuel consumption: use of the vehicle (route planning, use of air conditioning and heating, etc.), maintenance and driving style (changing gears, speed, etc.).
To obtain the information on the emissions Applus+ use the Greenhouse Gas Protocol as a guidance. The rest of the criteria, methodologies and boundaries are described above. The source of the emission factors and the global warming potential (GWP) rates used come from IPPC Guidelines for National GHG Inventories (AR4).
| EMISSIONS(*) | 201.8 | 2017 | 2016 |
|---|---|---|---|
| Scope 1(t CO2 eq) | 43,392.21 | 41,953.83 | 61,9107 |
| Scope 2 (t CO2 eq) | 20,050.69 | 19,155.13 | 14,8647 |
(`)Gases included in the calculation are CO2, C114 y N20. Applus+ has not biogenic CO2 emissions.
Applus has chosen 2017 as a base year because this year was the first in which we had a high representative degree of complicated information throughout the company (98%).
Total Scope 1 and Scope 2 have increased by 3.4% and 4.7% respectively in respect to 2017, mainly due to the new acquisitions, such as "Inversiones Finisterre" among others. Actually, the emissions' intensity decreased by 6.3% from 2017.
' In 2016 the reported scope covered energy consumption for 90% of the legal entities consolidated at the time.

| GHG EMISSIONS(*) | 2018 | 2017 | |
|---|---|---|---|
| GH3 Emissions intensity ratio (C /N. Ernployees)'] | 1.90 | 2.03 | 2.45 |
(*) Criteria, methodologies, Global Warming Potential rates (GWP), boundaries, types of gases, assumptions are as described in the previous page.
Light Renewal Project at Barcelona's HQ and other offices
A light renewal project is being completed at Applus+ in Bellaterra (Barcelona) to replace the current fluorescent lights with LED lights. In anticipation of this change, we estimate that our CO2 emissions will be reduced by approximately 304 tons per year and €27,000 per year will be saved.
Similarly, a number of energy saving measures are being taken at Applus+ in Sada (A Coruna). To reduce electrical costs, all aluminium frame windows have been replaced with windows featuring a thermal bridge break. In addition, the lights in the laboratory have been replaced by LEDs, progressing our short-term goal of a complete renewal with LED throughout the building.
The world celebrated Earth Hour
As the world celebrated Earth Hour by switching off all non-essential lights on 24th March 2018, Applus+ in Middle East acknowledged this initiative by switching off lights and non-essential electric equipment for one hour on 22nd March 2018. The offices in the United Arab Emirates, Saudi Arabia and Oman participated in the event this year.
The main idea behind the participation was to help our staff aware to be energy-conscious at all times, not just for one hour in a year, and encourage our employees to adopt energy-saving practices in their daily lives.
Our office activities generate urban waste and other types similar to urban waste. All offices across the Group must follow the guidelines established in the Guide of Best Environmental Practices regarding waste management as well as the local regulations. Additionally, employees who provide services at client's facilities must apply these best practices for the management of the waste generated through our services.
The rule of the 3Rs (reduce, recycle, reuse) provides the framework of the management guidelines included in the Guide. In offices at Applus+, the segregation of waste is mandatory when the country has a public or private infrastructure for selective recycling and treatment. The office and centre managers are responsible for providing the necessary resources to comply with these management guidelines, as well as for monitoring their application.
The Guide of Best Environmental Practices establishes, with the aim of reducing the consumption of paper, toner and ink, some action guidelines:
Additionally, the IDIADA and Laboratories Divisions generate hazardous waste and other types of waste that, by their characteristic, require a specific management [e.g. tyres (IDIADA Division) or fire resistance tests waste (Laboratories Division).
The IDIADA and Laboratories' activities that generate these types of waste are concentrated in Spain. The management control of this hazardous or specific waste is focus on ensuring strict compliance with the
8'8In 2016 the reported scope covered energy consumption for 90% of the legal entities consolidated at the time.
regulations applicable. As a rule, the hazardous or specific waste generated in both divisions is managed throughout duly authorised companies.
Because of compliance with the applicable legislation, the centres and facilities of these Divisions record the type and quantity of hazardous waste generated, as well as the documentary evidences necessary to verify the traceability of their management.
Collaboration in the initiatives of our clients
Applus+ in Abu Dhabi participated in a "Clean-Up Campaign". The company, who manages ports in Abu Dhabi to promote environmental and sustainability awareness, organised the clean-up campaign. The cleanup drive was organised near the ports surrounding areas and volunteers from Applus+ scattered across the site to collect waste, equipped with biodegradable trash bags and protective clothing. These campaigns help maintain hygiene and cleanliness in the community and promote recycling as an integral part in promoting environmental sustainability,
The Applus+ Group quantifies the water consumption within the organisation using same boundaries than the consolidated financial figures,
| WATER WITHDRAWAL | 2017 | 2016 | |
|---|---|---|---|
| Total water collected (ML) | 692.7 | 679.0 | 625.29 |
The water consumption's increase comes from new acquisitions, which represents about 28 ML. Actually the company has reduced its water consumption by 1.4% in 2018.
The water withdrawn at Applus+comes from groundwater and third-party water. With the exception of IDIADA Division, the rest of divisions use clean drinking and sanitation water. IDIADA is the only division of the Group that uses water in the development of its activities at its facilities in Tarragona (Spain). At these facilities, the Division consumes about 500,000m3 of water per year, of which 40% is used to irrigate green areas and hedgerows, and the water left to perform tests on four tracks: two braking-tracks, one wet-handling track and one fatigue track, which uses water as part of their operation (for tests). Actually, their consumption is slightly lower than the previous year due to an efficiency plan to recover water that they are implementing. We hope to see the improvement in following years.
The sources of water come from three groundwater wells (in IDIADA) as well as municipal water supplier. Water consumption was 436ML from the three groundwater wells and the rest of water (approximately 257ML) comes from the local water supplier. The Division has the corresponding administrative authorisation to extract water from these three wells.
The water is extracted from the wells to a 5,000m3main tank using a pump, from where it is distributed to the four accumulation tanks at the track sides (one tank per track). The tracks' longitudinal gutters collect the spilled water and a common collector recirculates the water to the main tank for reuse. It is a closed circuit in which 85% of the water used on the testing tracks is reused, with the remaining 15% of volume lost to filtering or evaporation.
The type of spill generated on the tracks does not require the installation of grease-hydrocarbon separators. In fact, the water recirculated has only a filtering treatment before being returned to the main tank.
In respect to water-quality controls, the pH and chlorine levels of the water in the main tank and the accumulation tanks are continuously analysed. The main tank has an osmosis treatment, so the conductivity (water hardness) is also analysed continuously. In addition, the Division analyses the organic and chemical parameters of the five water deposits twice a year.
9The reported scope in 2016 covered water consumption for 71% of the legal entities consolidated at the time.

Applus+ has a procedure for identifying and managing the Group's exposure to these risks and opportunities. The procedure's scope applies to environmental issues, including climate-related issues. The identification and evaluation of risks and opportunities cover the Group's internal and external context, and assesses any possible operational impacts, and how these may affect the Group's achieving our goals across the short, medium or long term.
In 2018, Applus+ identified and evaluated different types of climate-related risks and opportunities, following the methodology described in Annex IV. The outcome of the evaluation analysis showed that the identified risks were not relevant to the Group's operations. Moreover, the results show that a number of these risks are actually clear opportunities for our business:
Reputational risk is of vital importance to Applus+ due to the nature of our business. In the TIC business sector, the Group's operations and services must demonstrate professionalism, impartiality and transparency to give confidence to all of our stakeholders. However, our reputational risk in this case plays a minor role. In fact, our employees mainly work at our clients' sites to perform inspection, testing or certification activities on our clients' assets and processes, so the possible reputational impacts would be linked to our client's activities but not to the services we provide.
The technologies we use are clean and will not be affected by climate-related issues. They basically use electrical power (test machines, test bench, etc.) to perform mechanical, electrical, vibration and electromagnetic compatibility tests. In these technologies, the electrical sources may change, although this will not affect our operations in a relevant way. We also do tests with radioactive sources; however, we are developing the application of new technologies that will reduce the use of these energy sources.
We did not foresee any physical risks that could be significant to the Group in respect to our geographical locations. The Group has small operations in countries that could be affected by severe atmospheric phenomena due to climate change, such as India, Pakistan, Afghanistan, South East Asia, North Africa, Peru, Mexico, Colombia, Ukraine and Papua New Guinea. Therefore, any issue, even if it happened in more of one country at the same time, would not have a relevant financial impact on our operations.
We did not foresee relevant legal risks due to the nature of our services (testing, inspection and certification). The main purpose for addressing these risks is to reduce the risks of legal breaches, and we have established the suitable controls to manage these risks.
Within this risk, we identified a specific risk related to the obligations to increasingly report on climatechange related issues. In this respect, we considered this risk low because we have implemented an internal plan for gathering and following-up our energy consumptions. The plan's processes will increase in scope year by year, and include new management tools to manage this process, such as our ASM (Applus+ Site Management).
In addition, we also considered this specific risk in light of the clients' operations because our clients could substantively increase the scope of the services that they require. Conversely, for the Group, this risk is low compared to the opportunities that could emerge to develop services that assist our client's to achieve legal compliance in their sectors.
We did not consider the current or emerging regulations as a relevant risk due to the nature of our activities, which are services. We are not a big contributor to CO2 emissions or other climate-related impacts. Our main CO2 contribution is related to business travel, for which the rate is 1.7t CO2e per employee. Additionally, the Group's vehicle fleet, which could be affected by emerging regulation, is renewed regularly and changes will be gradual, so we did not consider our vehicle emissions to be a relevant risk.
CSR Report- Draft 5 Applus+ GROUP Page 78 of 121
In addition, we considered this risk from a business perspective, and we concluded that this risk was an opportunity to develop new services that could strengthen our position in emission-related testing and help our customers to meet new regulations.
The services we provide in testing, inspection and certification are cross-sectorial. We are currently exposed to the oil and gas market. However, our exposure to this sector has increasingly reduced from 53% to 36% of revenues over the last four years because the Group has diversified the markets where we offer TIC services,
We consider changes that can affect the oil and gas market due to climate change will be gradual. Consequently, we will be able to adapt and extend the services that we provide to other market sectors. The approach that we have taken is diversification, and, in our view, this presents more of an opportunity than a risk.
In addition, the extension of services to new markets within in our current portfolio, and the new services being developed, will compensate this effect.
From the analysis described above, we identified the global energy transition as an opportunity to access new markets and strengthen our position in emerging markets.
Global energy transition will affect the oil and gas industry, and although this may affect part of our business, the change will be an opportunity for Applus+ to support the sector in adapting their industry during this transition process.
Importantly, the transition process will increase our market share in the power and automotive (electric/hybrid) sectors and both of these sectors will benefit from the global energy transition. This opportunity will compensate the risks identified.
This energy transition means a change in the basis of the economy, moving from the contemporary economy based on fossil fuel resources to a sustainable economy by means of renewable energy, energy efficiency and sustainable development.
The evaluation process performed by Applus+ showed that this opportunity had a medium impact:

Global energy transition could represent an increase of our revenues in services we provide to the power sector, in the next years. These benefits will come from our support to the power sector with a wide range of independent inspections, audits and consultancy services.
Those services and the management actions describe in the next paragraphs applies not just to this opportunity. In fact, this is a global process embedded in our business that includes services for other sectors as well as services that we are going to implement in the short to mid-term. Therefore, it is difficult to segregate the costs related to specific sectors as power or automotive.
The Group has been working on a diversification plan, and, consequently, the revenue generated from the oil and gas industry has been reduced from 53% to 36%, in favour of other sectors over the last four years. In addition, the Group has drafted the 2018-2020 Strategic Plan, which is deployed throughout each division. Throughout the report, we will show examples of the Group's divisional diversification in 2018.
We will deliver our strategic plan by pursuing the opportunity to enhance the services we provide to the power sector, and extend these services across geographies to grow our other regions' portfolios. For example, these extensions will include services for power-network monitoring to ensure their proper operation

and to prevent environmental impacts; preventive mechanisms to minimise impacts of power producers' activities (carbon or water footprints); and environmental risk analysis or environmental impact assessments.
We have defined plans to extend services that the Group currently provides in some geographical areas to other regions, including the monitoring of tenders from other sectors and geographical areas and specific commercial plans at country level to introduce our services in other sectors. We have also defined internal programmes to train and share capabilities. These plans include the Group's current services and new ones.

Beyond the internal control of our direct environmental impacts, the Applus+ Group's key contribution to the emercioning the services our divisions provide to our chents that lead to a reduction, elther directly, in their potential operational impacts.

Page 81 of 121

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Below, we show some examples of the environmental projects and their application:
This campaign is permanent; the Automotive Division places tyre-collection points to reduce the problems in Costa Rica caused by disused tyres, for example, breeding grounds for Dengue and Zica diseases. This campaign, supported by the Ministry of Health, includes a compensation program called "Ecolones", which allows the participants to obtain points for the tyres delivered, which can be exchanged at affiliated businesses. Thanks to this campaign, more than 3,000 tyres have been collected from the two collection points currently active.
Applus+ in Denmark has won a four-year contract to carry out emission and noise testing for a public transport agency for buses in Denmark.
These emission and noise tests are ground-breaking in Denmark, and the tests are carried out while the vehicle is driving at 80 km/h. Applus+ is becoming a pioneer in the "on-road, real testing" of emission and noise, which ensures that the test results are as close to real time readings as possible.
Applus+ in Panama carried out the environmental impact study (EIA) at the Mufas Patio for a major gas company. The project set out to quantify the reduction of the social impacts produced, and to verify the development of the necessary activities to comply with the measures included in the Environmental Management Plan. Applus+ prepares and delivers the Compliance Report required by the National Environmental Authority (ANAM) in the Republic of Panama.
Our clients and commercial partners have also recognised our commitment to the environment:
Applus+ in Spain was selected for another European Investment Bank (EIB) Framework Agreement. This shortlist concerns the consortium led by NTU International A/S for the following project: European Investment Bank, Call for Tenders PC-1426, Consultancy Services for the Urban Development, Water and Solid Waste Sectors, Lot 1 - Urban Development. The project scope includes urban regeneration, social housing, tourism and the circular economy. The agreement will cover all EIB countries from the following regions: the EU, Enlargement Countries, EU Eastern Neighbours, FEMIP1, ACP2, ALA4 and South Africa.

The report's content draws from the outcomes of our stakeholder-engagement processes, which are undertaken specifically for the report (see Annex II [Materiality Analysis]). The outcomes inform decisions taken for the report and are consistent with the material topics included in the report (see Annex II and section 8.1,1, Key topics and concerns).
Applus+ presents its performance with reference to broader sustainable development conditions and goals, as reflected in recognised sectorial, local, regional or global instruments (see section 3. CSR Approach).
In defining the material topics, Applus+ considers the following factors (see Annex II [Materiality Analysis]):
Comprehensiveness mainly covers the following dimensions:


To define and develop this report, Applus+ has covered and prioritised the topics in accordance with the principles of materiality, sustainability context, stakeholder inclusiveness and completeness.
We assign relevance to these topics, or materiality, based on their importance concerning the economic, environmental or social impact of our organisation; or because the topics directly influence the decisions of our stakeholders.
As with the past three years, Applus+ has conducted the materiality analysis, and the CSR Committee delegated this task to an in-house team, which provides similar services to our clients.
To begin materiality analysis, the stakeholders included and the topics from last year reviewed. After this revision, the stakeholders identified the same as in the previous year:
To identify the topics, we reviewed the validity of the previous year's 30 topics by benchmarking against three competitors and four companies from different sectors in which Applus+ operates. Oil, gas, automotive, aerospace and power sectors were considered. At the same time, the topics included in the Dow Jones Sustainability Index (DJSI) and in the FTSE4GOOD were also taken into account as a global benchmark.
Following this assessment, the inclusion of any additional topic was considered, and the anti-bribery and integrity topic was integrated into the code of ethics and compliance topic. As a result, we produced a definitive list of 29 topics.
We established the materiality and relative priority of each topic via two paths:
By cross-referencing the importance for Applus+ with the stakeholders' importance, we determined the materiality matrix, and we obtained our material topics list prioritized with: 13 material aspects, ten aspects with a medium importance and six of them with low importance.
Three new topics have been added to our list of material topics this year. These topics are:

AND SOCIAL IMPACTS
| EVA consolidated (thousands of Euro►s) | 2016 | 201.7 | 2018 |
|---|---|---|---|
| Economic value generated (thousands of Euros) | 1.590.621 | 1,586,272 | 1,676,234 |
| Revenue | 1,586,496 | 1,583,094 | 1,675,942 |
| - Profit/Income equity method |
1,724 | 647 | 13 |
| Financial Income | 2,293 | 1,339 | 2,510 |
| Results on disposals of non-current assets | 108 | 1,192 | (2,231) |
| Economic value distributed (thousands of Euros) | 1,467,684 | 1,446,285 | 1,509,706 |
| Procurements | 216,974 | 180,926 | 159,242 |
| Staff costs | 840,391 | 861,574 | 919,205 |
| Other operating expenses | 352,324 | 356,986 | 379,524 |
| Other costs | 5,224 | 8,264 | 4,646 |
| Financial costs | 20,859 | 22,807 | 23,739 |
| Corporate income tax | 31,912 | 15,728 | 23,350 |
| Ecanomic value retained (thousands of Euros) | 94,362 | 94,381 | 106,334 |
| Depreciation and amortization charge | 94,362 | 94,381 | 106,334 |

We have structured the process of identification and evaluation of our direct impacts in five areas: 2aihomy, good governance, environment, society and market.
To carry out an objective evaluation of our direct impact on the five areas, we have developed a methodology based on the identification of the meTh i;ticz.iii:Gys of eat idza. Then, we have applied wedgy hts from it; olo ter. lt1N43 to the htddhchh.ore of each area based on the following criteria:
In doing so, we weight the indicht2rs' ';h:dThies in respect to the importance that both Applus+ and the stakeholders give them within the corresponding area. After considering our stakeholders expectations when assigning a weighting, we incorporate the external context of our Company as one more element of the evaluation process.
Finally, we cakmeate the h-m2ccalcirsi vand by establishing a scalie There ricer to hive for each one. We assigned quantedtatidhe eriterki to the indicators levels, according to its G- sitork.:Efl per?ereiiance in our company and by taking into account the frameworC,,K established by the expectatlorits of our internal and external stakeholders.
• grAchtors: Revenue trend, AOP trend, trend in the number of employees and proportion of spending on local suppliers.
• Indicators: Complaints/sanctions on economic obligations, unfair competition, Human Rights or corruption, percentage of implementation of CNMV recommendations, percentage of independent Directors and management of risks and opportunities.
• Hmilkators:. Complaints/penalties for legal breach, energy-consumption reduction, emissions reduction, positioning in the Carbon Disclosure Program (CDP), application of environmental criteria in the selection of suppliers and water-consumption reduction.
0 limlicators: Voluntary turnover rate, employee satisfaction index, accident-rate variation, increase in employee training hours/year, increase in the percentage of women employed, trend in Code of Ethics breaches.
Local communitf,
• `dorehientoire2 Percentage of local hiring, percentage of.suppliers evaluated regarding compliance with the Company's ethical and conduct standards.
• Indicators: Complaints/sanctions for breach of Testing Inspection and Certification (TIC) legislation and confidentiality, increase of hours dedicated to innovation, recurring clients' percentage considering a period of more than 10 years, increase of agreements with external organisations (innovation).
The aSSignE-Tierrit and ir-hohdrudi rht rtercentages allowed us to establish three levels of c:hG 6lmpact in the context of our company:

The impact level of our performance in each area was calculated by assigning the quantitative criterion (scale) corresponded under the indicators value in 2018.
The table below shows the entities involved in our value chain:

To assess our contribution to the impacts across the entities involved in our value chain, we identified and grouped the entities' main impacts into five areas, as we did with the direct impacts: economy, good governance, environment, society and market.
To complete the evaluation, we separated the entities into two large groups: our clients and the rest of entities. We established these based on our ability to either directly control or influence their decisions.
When assessing the magnitude of our contribution to the impacts identified, we have limited quantitative information because of the Group's extensive global presence; our decentralised contracting of services; and our responsibility for client confidentiality. Therefore, we perform a qualitation through the argumentation and justification of our contribution.
11,5,Annex V: Data related to Human Resources
| ORGANISATIONAL LEVEL | NUMBER OF EMPLOYEES |
||
|---|---|---|---|
| [ Tier 1, 2 & 3 | 580 | ||
| Tier 4 | 1,241 | ||
| Operational employees & Others | 21,031 | ||
| I Total general | 22,852 |
Tier 1: Managers who report directly to Applus+ Group CEO
Tier 2: Managers who report directly to Tier 1 (Corporate areas directors, Regionals, Business unit area managers or Country managers if they report directly to Tier 1)
Tier 3: Managers who report directly to Tier 2 (Corporate areas managers, Heads of departments, Regionals, Business unit area managers or Country managers, Key account managers, Business line managers (if they report directly to Tier 2)
Others: Any other employee not included in the categories detailed above
| NUMBER OF EMPLOYEES BY GENDER |
2016 | 2017 | 2018 |
|---|---|---|---|
| erall employees | 81% M 19% F |
82% M — 18% F | 81% M 19% F |
| Management | 83% M — 17% F | Tier 1 and 2 84% M- 16% F Tier 3 79% M - 21% F |
Tier 1 and 2 86% M- 14% F Tier 3 83% M - 17% F |
| REGION. MEW |
1111r REGION /COUNTRY |
r GENDER |
TIER 1, 2 & 3 | TIER 4 | OPERATIONAL EMPLOYEES & OTHERS |
TOTAL |
|---|---|---|---|---|---|---|
| Australia | M-Male | 22 | 26 | 360 | 408 | |
| F-Female | 3 | 4 | :45 | 52 | ||
| Asia Pacific | M-Male | 51 | 76 | 902 | 1,029 | |
| Other countries | F-Female | 14 | 17 | 244 | 275 | |
| Brazil | M-Male | 10 | 18 | 412 | 440 | |
| F-Female | 3 | 5. | 60 | 68 | ||
| Chile | 2 | 49 | 558 | 609 | ||
| F-Female | 0 | 1 | 170, | 184. | ||
| Colombia | M-Male | 1 | 8 | 1,263 | 1,272 | |
| Latarn | F-Female | 0 | 462 | 463. | ||
| Guatemala | 441 | 445 | ||||
| F-Female | 0 | 3 | 4 | 49 | ||
| Panama | M-Male | 0 | 419 | 419 | ||
| F-Female | 0 | 17.1 | 171 |
| REGION | REGION/COUNTRY | GENDER | TIER I,2 & 3 | TIER 4 | OPERATIONAL EMPLOYEES & OTHERS |
TOTAL |
|---|---|---|---|---|---|---|
| k-Male | 16 | 112 | 883 | 1,011 | ||
| Other countries | F-Female | 3 | 13 | 190 | 206 | |
| M-Male | 13 | 9 | 488 | 510 | ||
| Oman | F-Female | 0 | 13 | 13 | ||
| M-Male | 0 | 10 | 426 | 436 | ||
| Qatar | F-Female | 1. | • 29 | 30 | ||
| ME & Africa | M-Male | 13 | 35 | 987 | 1,035 | |
| Saudi Arabia | F-Female | 0 | 3 | 3 | ||
| M-Male | 30 | 13 | 541 | 584 | ||
| Other countries | F-Female | 3 | 3 | 45 | 51 | |
| Germany | M-Male | 14 | 21 | 402 | 437 | |
| F-Female | 1 | 2 | 70 | 73 | ||
| Ireland | M-Male | 18 | 620 | 638 | ||
| F-Femaie | 3 | 1 | 149 | 153 | ||
| Rest of Europe | Netherlands | M-Male | 14 | 34 | 478 | 526 |
| F-Female | 1 | 2 | 59 | 62 | ||
| Other countries | M-Male | 72 | 130 | 1,000 | 1,202 | |
| F-Female | 15 | 9 | 170 | 194 | ||
| Spain | M-Male | 134 | 315 | 5,152 | 5,601 | |
| Spain | F-Female | 27 | 107 | 1,788 | 1,922 | |
| M-Male | 76 | 146 | 1,650 | 1,872 | ||
| USA & Canada | USA & Canada | F-Female | 21 | 53 | 335 | 409 |
| Total | 580 | 1,241 | 21,031 | 22,852 |
| REGION | ' REGION/COUNTRY | MALE <30 YEARS OLD |
FEMALE < 30 YEARS OLD |
MALE 30aYEARS OLD<50 |
FEMALE 30aYEARS OLD<50 |
MALE ?!50 YEARS OLD |
FEMALE >50 YEARS OLD |
|---|---|---|---|---|---|---|---|
| Asia Pacific | Australia | 44 | 9 | 301 | 35 | 83 | 8 |
| Other countries | 183 | 82 | 75 | ||||
| Brazil | 73 | 36 | 313 | 29 | 53 | 3 | |
| Chile | 159 | 49 | 318 | 103 | 71 | 59 | |
| Colombia | 319 | 190 | 750 | 227 | 102 | 9 | |
| Latam | Guatemala | 248 | 35 | 191 | 19 | 4 | 1 |
| Panama | 284 | 129 | 119 | 40 | 18 | ||
| Other countries | 461 | 81 | 464 | 109 | 82 | 12 | |
| Oman | 126 | 4 | 301 | 9 | 83 | 0 | |
| ME & Africa | Saudi Arabia | 326 | 569 | 5 | 92 | 0 | |
| Other countries | 76 | 6 | 425 | 32 | 32 | 3 | |
| Germany | 38 | 12 | 255 | 38 | 143 | 23 | |
| Rest of | Ireland | 76 | 13 | 413 | 96 | 152 | 40 |
| Europe | Netherlands | 61 | 9 | 302 | 34 | 163 | 19 |
| Other countries | 230 | 43 | 655 | 99 | 324 | 35 | |
| Spain | Spain | 1,132 | 263 | 3,512 | 1,397 | 865 | 240 |
| 4,242 | 1,040 | 10 422 | 2,662 | 2,819 | 587 |
| MALE | FEMALE | |||||
|---|---|---|---|---|---|---|
| <30 years old |
30.years old<50 |
?50 years old |
<30 years old |
30?_years old<50 |
?.50 - years old |
|
| 714 | 234 | 74 | 135 | 35 |
(*) The figures cover 94% of Applus÷ employees
| MALE | FEMALE | TOTAL | |||
|---|---|---|---|---|---|
| Tier 2 & Tier 3 | Others | Tier 2 & Tier 3 | Others | Dismissals | |
| 2! | 1,211 | 14 | 230 | 1,481 | 8.4% |
(*) The figures cover 94% of Applus+ employees
| Voluntarily Turnover | 10.2% | |
|---|---|---|
(49 The figures cover 98% of Applus+ employees
| REGION | REGION /COUNTRY | GENDER | PERMANENT | NO-PERMANENT | TOTAL |
|---|---|---|---|---|---|
| 226 | 182 | 408 | |||
| Australia | F-Female | 40 | 12 | S2 | |
| Asia Pacific | M-Male | 573 | 456 | 1,029 | |
| Other countries | F-Female | 191 | 84 | 275 | |
| 436 | 4 | 440 | |||
| Brazil | F-Female | 66 | 2 | 68 | |
| 609 | 609 | ||||
| Chile | F-Female | 184 | 184 | ||
| M-Male | 1,272 | 1,272 | |||
| Colombia | F-Female | 463 | 463 | ||
| Latam | 390 | 55 | 445 | ||
| Guatemala | F-Female | 46 | 3 | 49 | |
| Panama | M-Male | 228 | 191 | 419 | |
| F-Female | 88 | 83 | 171 | ||
| M-Male | 674 | 337 | 1,011 | ||
| Other countries | F-Female | 153 | 53 | 206 | |
| N -Male | 272 | 238 | 510 | ||
| Oman | F-Female | 13 | 1.3 | ||
| Qatar | M-Male | 120 | 316 | 436 | |
| F-Female | 25 | 5 | 3:0 | ||
| ME & Africa | Saudi Arabia | M-Male | 1,033 | 2 | 1,035 |
| F-Female | 3 | 3 | |||
| M-Male | 313 | 271 | 584 | ||
| Other countries | F-Female | 39 | 12 | 51 | |
| Germany | M-Male | 400 | 37 | 437 | |
| F-Female | 70 | 3 | 73 | ||
| 605 | 33 | 638 | |||
| Rest of Europe | Ireland | F-Female | 114 | 39 | 153 |
| M-Male | 469 | 57 | 526 | ||
| Netherlands | F-Female | 50 | 12. | 62 | |
| M-Male | 1,091 | 111 | 1,202 | ||
| Other countries | F-Female | 175 | 194 |

0/0 Return
Male Female
100% 100% 100%. 92% 100% 100%
73% 90%
100% 100% 100% 89%
100% 50%
100%
0%
50%
100% 100%
| REGION | REGION /COUNTRY | GENDER | PERMANENT | NO-PERMANENT | TOTAL |
|---|---|---|---|---|---|
| Spain | Spain | 4,248 | 1,353 | 5,601 | |
| F-Female | 1,448 | 474 | 1,922 | ||
| USA & Canada | USA &Canada | 1,871 | 1 | 1,872 | |
| Parental Leave by gender | Total number of employees who enjoyed parental leave within the period |
From these employees, total number who returned to work in the reporting period after parental leave iiiimmLended |
|||
|---|---|---|---|---|---|
| Male | Female | Male | Female | ||
| Australia | 8 | 3 | 8 | 3 | |
| Asia Pacific | Other countries | 12 | 5 | 11 | |
| Brazil | 7 | 7 | 7 | 7 | |
| Chile | 0 | 1 | 0 | 0 | |
| Colombia | 15 | 20 | 11 | 18 | |
| Latam | Guatemala | 0 | 2 | 0 | |
| Panama | 4 | 6 | 4 | 6 | |
| Other countries | 4 | 9 | 4 | 8 | |
| Oman | 0 | 1 | 0 | 1 | |
| 0 | 1 | 0 | 1 | ||
| ME & Africa | Saudi Arabia | 3 | 2 | 3 | 1 |
| Other cou:ntries | 2 | 0 | 2 | ||
| - | Germany | 26 | 9 | 23 | 5 j |
| Ireland | 19 | 9 | 19 | 9 | |
| Rest of Europe | Netherlands | 12 | 1 | 12 | 1 |
| Other countries. | 26 | 13 | 26 | 3 | |
| NEW Spain |
Spain | 185 | 65 | 176 | 59 |
| USA & Canada | USA & Canada | 41 | 32 | 7 | |
| TOTAL | 357 | 168 |
| 1 | 460 |
|---|---|
| 249 | |
| 508 | |
| 793 | |
| 1,735 | |
| 494 | |
| 590 | |
| 1,146 | |
| 523 | |
| 466 | |
| 992 | |
| 335. | |
| 510 | |
| 791 | |
| 588 | |
| 1,158 | |
| 7,517 | |
| 2,281 | |
| 21,136 |
) The figures cover 92% of our employees
| REGION | REGION/COUNTRY | GENDER | FULL TIME | PART TIME | TOTAL |
|---|---|---|---|---|---|
| Asia Pacific |
Australia | M-Male | 366 | 42 | |
| F-Female | 42 | 10 | |||
| Other countries | M-Male | 1,022 | 7 | ||
| F-Female | 272 | 3 | |||
| Brazil | M-Male | 430 | 10 | ||
| F-Female | 52 | 16 | |||
| M-Male | 609 | ||||
| Chile | F-Female | 184 | |||
| Colombia | M-Male | 1,202 | 70 | ||
| F-Female | 431 | 32 | |||
| Latam | M-Male | 445 | |||
| Guatemala | F-Female | 49 | 49 | ||
| Panama | M-Male | 419 | 419 | ||
| F-Female | 171 | 171 | |||
| Other countries | M-Male | 1,011 | 1,011 | ||
| F-Female | 20.6. | 206 | |||
| Oman | M-Male | 510 | 510 | ||
| F-Female | 1.3 | 13 | |||
| ME & | Qatar | M-Male | 435 | 1 | 436 |
| F-Female | 29 | 1 | 30 | ||
| Africa | Saudi Arabia | M-Male | 1,034 | 1 | 1,035 |
| F-Female | 3 | 3 | |||
| Other countries | M-Male | 561 | 23 | 584 | |
| F-Female | 47 | 4 | 51 | ||
| M-Male | 425 | 12 | 437 | ||
| Germany | F-Female | 42 | 31 | 73 | |
| Rest of Europe |
Ireland | M-Male | 633 | 5 | 638 |
| F-Female | 117 | 36 | 153 | ||
| Netherlands | M-Male | 507 | 19 | 526 | |
| F-Female | 29 | 33 | 62 | ||
| M-Male | 1,148 | 54 | 1,202 | ||
| Other countries | F-Female | 149 | 45 | 194 | |
| Spain | Spain | M-Mate | 5,406 | 195 | 5,601 |
| REGION | FIEGION/COUNTRY | GENDER | FULL TIME | ||
|---|---|---|---|---|---|
| F-Female | 1.505 | 417 | 1,922 | ||
| USA & | 1,735 | 137 | 1,872 | ||
| Canada | USA & Canada | F-Female | 3.68 | 41 | 409 |
| Total | 21,607 | 1,245 | 22,852 |
| Management positions Tier 1, 2 y 3 | 73% | |
|---|---|---|
| % LOCAL EMPLOYEES | ||
|---|---|---|
| 2016 | 2017 | 2013 |
| 89% | 90% | 88% |
| Region/Country | Amor Employees covered by Collective Agreements |
% Employees covered by Collective Agreements |
|
|---|---|---|---|
| Asia Pacific | Australia | 118 | 26 |
| Asia Pacific | 18 | 1 | |
| Latam | Brazil | 401 | 79 |
| Chile | 118 | 15 | |
| Other countries | 233 | 19 | |
| ME & Africa | Other countries | 34 | 5 |
| Rest of Europe | Germany | 346 | 68 |
| Ireland | 750 | 95 | |
| Netherlands | 580 | 99 | |
| Other countries | 563 | 40 | |
| Spain | min | 7,332 | 97 |
| USA & Canada | USA & Canada | 627 | 27 |
| Employees covered by Collective Agreements | |||||||
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | |||||
| 37% | 35% | 49% |
| Number of employees with Benefits | Life insurance | Educational Health care Allowance |
Disability and invalidity Parental leave coverage |
Retirement provision |
Stock ownership |
Others | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Perm anent |
Tempor ary / Par t-time |
Perm anent |
Tempor ary / Par t-time |
Ретп ament |
Tempor ary / Par t-time |
Perm anent |
Tempor ary/Par t-time |
Perm anent |
Tempor ary/Par t-time |
Perm anent |
Tempor ary / Par t-time |
Perm anent |
Tempor ary/Par t-time |
Perm anent |
Tempor ary / Par t-time |
||
| Australia | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 10 | 524 | 56 | 0- | 0 | 0 | 0 | ||
| Asia Pacific | Other countries | 42 | 0 | 42 | D | 0 | 0 | 1 | 0 | 17 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Latam | Brazil | 545 | 62 | 526 | 62 | D | 0 | D | 0 | 14 | 0 | 0 | 0 | 0 | ರಿಕ | 28 | |
| Chile | રૂડે | 0 | 44 | 0 | 0 | 0 | 0 | 0 | ਸਾ | 0 | 0 | 0 | 0 | 0 | 5 | 0 | |
| Colombia | 1,557 | 126 | 61 | 0 | 1 | 0 | 28 | 0 | 35 | 0 | ব | 0 | 1 | 0 | 11 | ||
| Guatemala | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2 | 0 | 0 | 1 | 0 | 0 | C | |
| Panama | 301 | 0 | য | D | 1 | 0 | 0 | 0 | 9 | 0 | D | 1 | 0 | 0 | 0 | ||
| Other countries | 30 | 172 | 8 | 341 | 5 | 0 | 0- | 0 | 10 | 3 | 0 | 0 | m | 0 | કેટ | 0 | |
| ME & Africa | Oman | 288 | 235 | 288 | 235 | 2 | 0 | 0 | 0 | 0 | a | ದ | 1 | 0 | 0 | 0 | |
| Qatar | 150 | 333 | 150 | 333 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Saudi Arabia | 0 | 0 | 984 | 10 | 0 | 0 | 0 | 5 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Other countries | 306 | 0) | 316 | 11 | 0 | 0 | 0 | 0 | 2 | 0 | 0 | ਖ | 0 | 0 | 0 | ||
| Rest of Europe | Germany | 0 | ರಿ | 336 | -1. | 0 | 0 | 0 | 0 | 30 | 5 | 35 | 2 | 0 | 0 | ਦਰੇ | |
| Ireland | 802 | ਰੇ ਹ | 23 | 0 | 0 | 0 | 15 | 0 | 22 | 0 | 467 | 44 | 0 | 287 | 0 | ||
| Netherlands | 0 | 0 | 0 | 0 | 0 | 0 | 0- | 0 | 13 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Other countries | 904 | 94 | 640 | 72 | 0 | 0 | ਰਿ | 2 | 38 | 1 | 436 | 20 | 0 | 279 | 0 | ||
| Spain | Spain | 134 | 0 | 363 | 4 | 3 | 0 | 1,026 | 445 | 205 | 45 | 67 | 0 | ਟ੍ਰੇਰੇ | 0 | 148 | 8 |
| 115A & Canada | USA & Canada | 2 924 | 6 | 2 857 | 2 2 | 0 | 610 | 48 | 0 | 2.923 | 219 | ಕ್ರಿ | 0 | 0 | റി |
8,021 1,125 6,642 1,070 23 0 1,700 448 461 4,458 341 8,458 8,41 841 0 973 | 37
| Life insurance | Employees who had life insurance as a benefit. In Spain most of the Collective agreements have this due to business trips. |
|---|---|
| Health care | Employees who had Health care as a benefit. |
| Educational Allowance | Employees who enjoyed specific training programmes as Masters, PhD, etc. |
| Disability and invalidity coverage | Employees who enjoyed disability or invalidity coverage. |
| Parental leave | Employees who enjoyed parental leave. |
| Retirement provision | Employees who received monetary assignations in their retirement plans on top of the local regulations |
| Stock ownership | Employees who received RSUs |
| Others | Employees who received any other benefit. |
(*)The figures cover 92% of our employees
| Annual Comparison ratio | Ratio | ||
|---|---|---|---|
| Australia | 2.6 | ||
| Asia Pacific | Other countries | 4.6 | |
| 91111mi "1111 |
Brazil | 5.5 | |
| Chile | 6.4 | ||
| Colombia | 11.8 | ||
| Latam | Guatemala | 5.7 | |
| Panama | 6.0 | ||
| Other countries | 11.7 | ||
| Oman | 6.3 | ||
| Qatar | 8.3 | ||
| ME & Africa | Saudi Arabia | 5.6 | |
| Other countries | 13.1 | ||
| Germany | 3.5 | ||
| Ireland | 4.4 | ||
| Rest of Europe | Netherlands | 4.1 | |
| Other countries | 5.7 | ||
| Spain | Spain | 5.6 | |
| USA & Canada | USA & Canada | 7.3 |
Ratio: Annual Compensation of the highest paid individual compared to the AVG Compensation W/O the highest paid individual.
Executive Committee in Spain not included
( 49 The figures cover 92% of our employees
Arpius
Minimum salary within the Region/Country by law: minimum salary by law provided by HR local teams,
Minimum salary within the Region/Country (Applus+): minimum salary received by an employee within the region/country.
Minimum salary gap by Gender (Applus+): gap between male and female minimum salary as a percentage of male minimum salary.
% A Minimum salary: gap between the minimum salary paid in Applus+ and the minimum salary by law, compared to the latter if available.
% A AVG salary: gap between the average salary in the Applus+ and the published average salary, compared to the latter if available,
| Ratio of minimum salary & law within the AVG salary by to the local country compared country |
Region/Country | Minimum salary within the by law |
Minimum salary within the Region/Country (Applus+) |
0/0 A Minimum salary |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Male Female |
Male | Female | Male | Female | Mate | Female | ||||
| Asia Pacific | Australia | 20,208 | 20,208 | 31,183 | 23,370 | 54% | 16% | |||
| Other countries | 3,161 | 3,161 | 5,538 | 5,231 | 75% | 65% | ||||
| larterrs | Brazil | 2,943 | 2,943 | 2,973 | 2,973 | 1% | 1% | |||
| Chile | 4,511 | 4,511 | 4,704 | 4,704 | 4% | 4% | ||||
| Colombia | 2,670 | 2,670 | 2,670 | 2,670 | 0% | 0% | ||||
| Guatemala | 4,634 | 4,634 | 4,765 | 4,635 | 3% | 0% | ||||
| Panama | 5,619 | 5,619 | 7,712 | 7,712 | 0% | 37% | 37% | |||
| Other countries | 1,398 | 1,398 | 3,608 | 2,534 | -30% | 158% | 81% | 59% | 43% | |
| Oman | 3,432 | 9,336 | 172% | |||||||
| Qatar | 2,815 | 8,563 | 204% | |||||||
| 14E & Afr | Saudi Arabia | 8,460 | 8,460 | 8,460 | 10,669 | 26% | 0% | 26% | -1% | |
| Other countries 1 |
2,903 | 3,302 | 14% | |||||||
| Rest of Europe |
Germany | 17,004 | 17,004 | 21,598 | 22,815 | 6% | 27% | 34% | 23% | 49% |
| Ireland | 19,367 | 19,367 | 25,723 | 25,723 | 0% | 33% | 33% | 0% | 0% | |
| Netherlands | 20,661 | 20,661 | 24,630 | 24,630 | 0% | 19% | 19% | |||
| Other countries | 7,635 | 7,635 | 9,007 | 9,382 | 4% | 18% | 23% | 60% | 18% |
CSR Report- Draft 5 Applus+ GROUP Page 101 of 121
| Ratio of minimum salary & AVG salary by law within the country compared to the local country |
Minimum salary within the Region/Country by law |
Minimum salary within the Region/Country (Applus+) |
A. Minimum 0/0 salary |
|||||
|---|---|---|---|---|---|---|---|---|
| Male | Female | Male | Female | Male | Female | |||
| Spain | Spain | 8,831 | 8,831 | 10,303 | 10,303 | 17% | 17% | |
| USA Canada |
USA & Canada | 12,739 | 12,739 | 12,739 | 12,739 |
(-* ) The figures co- , r 92% of our employees
| Salary gap by organisation level (€) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Level 1, 2& 3 | Level 4 | Level 5 | Level 6 | AVG Salary | Salary gap by |
3- | A Level 1, 2 Level 4 |
A Level 4 - Level 5 |
A Level 5 - Level 6 |
||||||
| Male | Female | Male | Female | Male | Female | Male li Female | Male | Gender | Male Female Male i Female Male Female | ||||||
| 60,605 | i 50,153 33,306 26,022 | 28,483 23,208 | 16,714 18,628 | 29,612 24,218 | -18% | 82% I 93% | 17% | 12% | 70% | 25% |
| Salary gap by age (€) | ||||||||
|---|---|---|---|---|---|---|---|---|
| <30 years old | 30?-'years | old<5O | X50 years old | <30 years old 30?years | old<50 | 50 years old >-=, |
||
| Male | Female | Male | female | Male | -Female | |||
| 18,147 | 15,289 | 29 990 | 25,360 | 43,614 | 34,414 |
The remuneration data provided solely considers our employees' base salary. The variable remuneration, once analysis performed, for SAUDI ARABIA, QATAR, NETHERLANDS, GERMANY, SPAIN, IRELAND, COLOMBIA Y BRAZIL is about 18.85% of the total remuneration of these countries.
Arplus°
| GENERAL CONTENTS | |||||
|---|---|---|---|---|---|
| GRI Indicator |
DEFINITION | CSR Report 2018 | UN Global Compact | ||
| 101 | Foundation | Annex T Principles underlying this report | |||
| 102-1 102-5 |
Name of the organisation Legal form |
Applus Services, S.A | |||
| 102-2 | Activities, brands, products, and services |
2. Company description (Applus+ at a glance) | |||
| 102-3 | Location of headquarters | Applus Services, S.A. head offices: Parque Empresarial Las Mercedes Campezo, 1, Edif. 3, 4° planta 28022 Madrid - Ronda de la Font del Carme, Campus UAB sin - 08193 Bellaterra Barcelona |
Organization's profile and operational context |
||
| 102-4 | Location of operations | ||||
| 102-S | Ownership | ||||
| 10Z.6 | Markets served | 2. Company description (Applus+ at a glance) | |||
| 102-7 | Scale of the organisation | Principle 6 | |||
| 102-13 | Information on employees and other workers |
6.1 Employment | Principle 6 | ||
| 102-0 | Supply chain | 11.4.2 Indirect impacts | |||
| 102-10 | Significant changes to the organisation and its _supply chain |
A ID plus+ has not been organizational changes during 2018 8.2.1 Purchase management |
CSR Report- Draft 5 Applus+ GROUP Page 105 of 121
| GENERAL CONTENTS | ||||||
|---|---|---|---|---|---|---|
| GRI Indicator |
DEFINITION | CSR Report 2018 | UN Global Compact | |||
| 10241 | Precautionary Principle or approach | 11.1 Environmental management approach | ||||
| 102-12 | External initiatives | 3 .1 CSR framework 8.1 Dialogue with stakeholders |
Sustainability context | |||
| 102-0 | Membership of associations | 8.1 Dialogue with stakeholders | ||||
| 102-14 | Statement from senior decision-maker | 1. Letter from the Chairman and CEO | Statement by the Chief Executive |
|||
| 102.16 | Values, principles, standards, and norms of behaviour |
7.3 Business ethics | Principle 10 Decision-making processes |
|||
| WI. LB |
Mechanisms for advice and concerns about ethics |
7.1 Corporate structure | Decision-making processes | |||
| 102-40 | List of stakeholder groups | 8. Stakeholder engagement | ||||
| 1.0Z-41. | Collective bargaining agreements | 6.1 Employment | ||||
| 102-42 | Identifying and selecting stakeholders | 11.2 Annex H: Definition of the report's content | ||||
| 102-43 | Approach to stakeholder engagement | 8.1 Dialogue with stakeholders Annex II: Definition of the report's content |
Stakeholder engagement | |||
| 102-44 103-2 |
Key topics and concerns raised The management approach and components |
8.1.1 Key topics and concerns | Commitments, strategies or policies, and management systems to integrate the principles |
|||
| t02-4\$ | Entities included in the consolidated financial statements |
Annual Accounts (Annex 1) | ||||
| 10Z-46 | Defining report content and topic Boundaries |
11.2 Annex II: Definition of the report's content |
CSR Report- Draft 5 Applus+ GROUP t; Page 106 of 121
| GENERAL CONTENTS | |||||
|---|---|---|---|---|---|
| GRI Indicator |
DEFINITION | CSR Report 2018 | UN Global Compact | ||
| 102.47 | List of material topics | 11.2.2 Annex II: Proritisation of material topics | |||
| 10248 | Restatements of information | No restatements of information | |||
| 102•.49 | Changes in reporting | 11.2. Annex II: Definition of the report's content | |||
| 102.50 | Reporting period | to December 31st January 1st |
|||
| 102-51 | Data of most recent report | February, 2018 | |||
| 102-52 | Reporting cycle | Annual | |||
| 102-53 | Contact point for questions regarding [email protected] the report |
||||
| 102-54 | Claims of reporting in accordance with the GRI Standards |
11.5. Annex V: Cross references table: GRI and Global Compact 11.6. Annex VI: Cross references table: Law 11/2018t |
|||
| 102-55 | GRI content index | Included | |||
| 102-54 | External Assurance | ||||
| 103-3 103.1 |
Evaluation of the management approach Explanation of the material topic and its boundary |
Sections: 6, 7, 8, 9, 10 and 11 | Completeness Practical actions description and measurement of outcomes |
||
| 2. Company description | |||||
| 3.3 CSR strategic lines | Practical actions description | ||||
| 4.1 Key figures | Measurement of outcomes |
CSR Report- Draft 5 Appius+ GROUP ■ Page 107 of 121
| GENERAL CONTENTS | ||||||
|---|---|---|---|---|---|---|
| GRI . Indicator |
DEFINITION | CSR Report 2018 | UN Global Compact | |||
| 4.4 CSR's impacts evaluation (related to 11.4 Annex IV: Methodology for the evaluation of impacts) |
| ECONOMIC TOPICS | ||||
|---|---|---|---|---|
| MANAGEMENT APPROACH |
GRI Indicator | DEFINITION | CSR Report 2018 (Sectionsl, |
UN Global Compact |
| ECONOMIC PE*PORMA CE |
201-2 | Direct economic value generated and distributed |
2. Company description (Applus+ at a glance) |
|
| MARKET Fr-Rpm/4a |
202-2 | Proportion of seniors management hired from the local community |
6.1 Employment Annex V. Data related to Human Resources |
Principle 6 |
| •Wr "ECONOMIC IMPACtS |
203-2 | Significant indirect economic impacts |
4.4 CSR impacts 8.3.1 Our social contribution |
|
| ROCUREMEPIT | 204-1 | Proportion of spending on local suppliers |
8.3.1 Our social contribution | |
| 44. | 205-2 | Communication and training about anti-corruption policies and procedures |
100% of the employees have about been communicated and anticorruption policies procedures. 100% of existing employees to September 30th 2018 have been trained. employees However, hired during last quarter of the year are being trained during the annual training period ending |
Principle 10 |
Arplus
| ECONOMIC TOPICS | |||||
|---|---|---|---|---|---|
| MANAGEMENT APPROACH |
GRI Indicator | DEFINITION | CSR Report 2018 (Sections) |
UN Global Compact |
|
| on February 28th, 2019 (except in Spain, where all new hires were trained before signing the contract in 2018). |
|||||
| 206-1 | Legal actions for anti-competitive behaviour, anti-trust, and monopoly practices |
7.3.2 Market competition | Principle 10 |
| ENVIRONMENTAL TOPICS | |||||
|---|---|---|---|---|---|
| MANAGEMENT APPROACH |
GRI Indicator | DEFINITION | CSR Report 2018 (Sections) |
UN Global Compact |
|
| ENVIRONMENT | 10.1 Environmental management approach |
Principle 7 Principle 8 |
|||
| Finally, due to the nature of our activity, all environmental impacts derived from activities inherent to the manufacturing processes (use of raw materials or products, packaging, freight forwarding, etc.) are excluded from our management framework. |
Principle 7 Principle 8 |
||||
| 302-1 | Energy consumption within the organisation |
10.2 Energy and emissions | Principle 7 Principle 8 |
||
| 302-3 | Energy intensity | Principle 9 | |||
| 40WATEtt | 303-3 | Water withdrawal by source | 10.3 Waste, water and effluents |
Principle 7 Principle 8 Principle 9 |
|
| 4R.Strt | The activities of Applus+ do not generate direct impacts on biodiversity, on the contrary, most of our services help air clients to minimize the impacts of their activities (see section 12.4.1 Our environmental contribution) |
Principle 8 |
CSR Report- Draft 5 Applus+ GROUP F Page 109 of 121
| MANAGEMENT APPROACH |
GRI Indicator | DEFINITION | CSR Report 2018 (Sections) |
UN Global Compact |
|---|---|---|---|---|
| EMISSIONS | 305-1 | Direct (Scope 1) GHG emissions | 10.2 Energy and emissions | Principle 7 Principle 7 |
| 305-2 | Energy indirect (Scope 2) GHG emissions |
|||
| 305-4 | GHG emissions intensity | |||
| ENVIRONMENTAL ClomPLEAktoce |
307-1 | Non-compliance with environmental laws and regulations |
' Due to the Group's activities, it does not have any liabilities, expenses, assets or provisions or contingencies of an environmental nature that could be significant in relation to the Group's equity, financial position and results (note 23 of the CCAA). |
Principle 8 |
| SUPPLIER ENVI1RONMENTAL ASSESMEN1 |
308-1 | New suppliers that were screened using environmental criteria |
In 2018 43%1° of new suppliers were screened using environmental and social criteria. |
Principle 8 |
| INNOVATION | 9.0 Innovation | Principle 9 | ||
| PROYEcTS AN D SERVICES |
10.5 The role of our projects and services |
Principle 9 |
1° This figure is limited scope to countries covered in SAP (34 out of 75)
CSR Report- Draft 5 Applus+ GROUP Page 110 of 121
| SOCIAL TOPICS | ||||||
|---|---|---|---|---|---|---|
| MANAGEMENT APPROACH |
CSR Report 2018 (Sections) |
G RI Indicator |
DEFINITION | CSR Report 2018 (Sections) |
UN Global Compact |
|
| 401-2 | Benefits provided to full-time employees that are not provided to temporary or part-time employees |
6.1 Employment Annex V. Data related to Human Resources |
Principle 6 | |||
| L4.0,011, MANAGE EN RELATIONS |
402-1 | Minimum notice periods regarding operational changes |
6.1.2 Freedom of association and collective bargaining |
Principle 3 | ||
| oCCUPATIONAL ANO HEALTI{ SAFETY |
403-2 | Hazard identification, risk assessment, and incident investigation |
6.3 Occupational health and safety |
Principle 1 | ||
| TRAINING AND EDUCATION 'WI |
404-1 | Average hours of training per year per employee |
6.1.3 Training and professional development |
Principle 6 | ||
| DIVERSITY AND EQUAt OPPORTUNITY |
405-1 | Diversity of governance bodies and employees |
6.1.1Non-discrimination, diversity and equal opportunity |
Principle 6 | ||
| NON OISCRIMINATIOr4 |
406-1 | Incidents of discrimination and corrective actions taken |
incidents have been No identified |
Principle 6 | ||
| Or FREEDOM AssOCIATION AND C 011.1.errive 11.4AGAIN1446 |
407-1 | Operations and suppliers in which the right to freedom, of association and collective bargaining may be at risk |
No operations and suppliers in which the right to freedom, of and association collective bargaining may be at risk here have been identified |
Principle 3 | ||
| Cli1111 LABOR |
Principle 5 | |||||
| FORCED OR COMPULSORY LABOR |
Rights). | These topics are not considered potential Human Rights issues for Applus+, since its activities required higher levels of education and specialization. Even so, we stablish the necessary internal policies and controls to avoid these type of bad practices (see section 8.2 Fulfilment of Human |
Principle 4 |
CSR Report- Draft 5 Applus+ GROUP Page 111 of 121
| SOCIAL TOPICS | ||||||
|---|---|---|---|---|---|---|
| MANAGEMENT APPROACH |
CSR Report 2018 (Sections) |
GRI Indicator |
DEFINITION | CSR Report 2018 (Sections) |
UN Global Compact |
|
| PRACTICES | This topic does not apply to Applus+, our organisation does not outsource this type of services to the development of its projects and services. |
|||||
| mows OF INDIGENOUS PrOPLES |
411-1 | Incidents of violations involving rights of indigenous peoples |
6.2 Fulfilment of Human Rights | Principle 1 | ||
| 0 410- 1R -4 KIMAN RIGKTS AssESSMENT |
412-2 | Employee training on human rights policies or procedures |
100% of existing employees to September 30th 2018 have been trained on Human Rights as part of the training on the Code of However, Ethics. employees hired during last quarter of the year are being trained during the annual period ending on training February 28th, 2019 (except in Spain, where all new hires were trained before signing the contract in 2018). |
Principle 1 Principle 2 |
||
| LOCAL COMMUNITIES |
413-1 | Operations with local community engagement, impact assessments, and development programmes |
8.3.1 Our social contribution 9.1 Our innovation projects |
Principle 1 | ||
| SUPPLIER SOCIAL ASSESSMENT |
414-1 | New suppliers that were screened using social criteria |
In 2018 43 okh1 of new suppliers were screened using I |
11 This figure is limited scope to countries covered in SAP (34 out of 75)
CSR Report- Draft 5 Applus+ GROUP 3. Page 112 of 121
| SOCIAL TOPICS | |||||
|---|---|---|---|---|---|
| MANAGEMENT APPROACH |
CSR Report 2018 (Sections) |
GRI Indicator |
DEFINITION | CSR Report 2018 (Sections) |
UN Global Compact |
| environmental and social criteria. |
|||||
| litteLIC POL |
415-1 | Political contributions | Applus+ explicit forbids monetary contributions to parties and/or political representatives |
Principle 10 | |
| CUSTOMER HEALTH SAFETY |
Due to the nature of Applus+ activity, all issues derived from activities inherent to the manufacturing | ||||
| MARKETING AND LAMELING |
processes (use of raw materials or products, packaging, freight forwarding, etc.) are excluded from its management framework. |
Principle 7 Principle 8 |
|||
| CUSTOMER PRIVACY |
418-1 | Substantiated complaints concerning breaches of customer |
8.3 Social management approach |
||
| SOCIOECONOMIC' COMPLIANCE |
419-1 | Non-compliance with laws and regulations in the social and economic area |
Company has not been subject to any material payment nor imposition of significant fines and non-monetary sanctions for non-compliance with laws and/or regulations in the social and economic area. |
CSR Report- Draft 5 Applus+ GROUP Page 113 of 121
| Spanish Law contents | Standard | CSR Report | ||
|---|---|---|---|---|
| Business model |
GRI 102-2 Activities, brands, products, and services | |||
| GRI 102-4 Location of operations | ||||
| GRI 102-6 Markets served | ||||
| GRI 102-7 Scale of the organisation | ||||
| Information on environments I matters |
GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns Sections: 7, 8, 9 and 10 |
||
| GRI 103-3 Evaluation of the management approach | ||||
| GRI 102-1 Name of the organisation | Applus Services, S.A 10.1 Environmental management approach 10.4 Climate Change related issues |
|||
| GRI 307-1 Non-compliance with environmental laws and regulations |
Due to the Group's activities, it does not have any liabilities, expenses, assets or provisions or contingencies of an |
|||
| GRI 102-11 Precautionary Principle or approach | environmental nature that could be significant in relation to the Group's equity, financial position and results (note 23 of the CCAA). 11.1 Environmental management approach |
|||
| GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns | |||
| GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns |
11.7.Annex VII: Cross references table: Spanish Law 11/2018
MI Report- Draft 5 Applus+ GROUP • Page 114 of 121
| Spanish Law contents | Standard | CSR Report | ||
|---|---|---|---|---|
| ' | GRI 303-1 Water withdrawal | |||
| r GRI 103-2 The management approach and its components | ||||
| GRI 102-2 Activities, brands, products, and services | 10.3 Waste, water and effluents | |||
| GRI 302-1 Energy consumption within the organization | 8.1.1 Key topics and concerns 2. Company description (Applus+ at a glance) |
|||
| GRI 302-3 Energy intensity | 10.2 Energy and emissions | |||
| GRI 305-1 Direct (Scope 1) GHG emissions | ||||
| GRI 305-2 Energy indirect (Scope 2) GHG emissions | —4 | |||
| GRI 305-4 GHG emissions intensity | 10.2 Energy and emissions | |||
| GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns 10.4 Climate change related issues |
|||
| GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns | |||
| GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns Sections: 6, 7, 8, 9, and 10 |
|||
| GRI 103-3 Evaluation of the management approach | ||||
| GRI 103-3 Evaluation of the management approach | Sections: 6, 7, 8, 9, 10 and 11 |
CSR Report- Draft 5 Applus+ GROUP Page 115 of 121
| Spanish Law contents | Standard | CSR Report | ||
|---|---|---|---|---|
| Information on social and |
Estiplornent | GRI 102-7 Scale of the organization | ||
| GRI 102-8 Information on employees and other workers | ||||
| GRI 405-1 Diversity of governance bodies and employees | 2. Company description (Applus+ at a glance) Annex V. Data related to Human Resources |
|||
| GRI 102-8 Information on employees and other workers | 6.1 Employment | |||
| GRI 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees |
6.1.1 Non-discrimination, diversity and equal opportunity | |||
| GRI 405-1 Diversity of governance bodies and employees | ||||
| ant Work or, |
GRI 102-8 Information on employees and other workers | 6.1 Employment 8.1.1 Key topics and concerns Annex V. Data related to Human Resources |
||
| GRI 103-2 The management approach and its components | ||||
| personnel | rth and safety 1-fr,- |
GRI 103-2 The management approach and its components | 8 1 1 Key topics and concerns | |
| GRI 403-2 Hazard identification, risk assessment, and incident investigation |
6.3 Occupational health and safety | |||
| Corp/lolly relations |
GRI 102-43 Approach to stakeholder engagement | 8.1 Dialogue with stakeholders Annex II: Definition of the report's content Annex V. Data related to Human Resources |
||
| GRI 402-1 Minimum notice periods regarding operational changes |
6.1.2 Freedom of association and collective bargaining | |||
| GRI 102-41 Collective bargaining agreements | 6.1 Employment | |||
| Tilairtipg | GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns | ||
| GRI 404-1 Average hours of training per year per employee | 6.1.3 Training and professional development Annex V. Data related to Human Resources |
CSR Report- Draft 5 Applus+ GROUP Page 116 of 121
| Spanish Law contents | Standard | CSR Report |
|---|---|---|
| GRI 103-2 The management approach and its components | 6.1 Employment 8.1.1 Key topics and concerns Annex V. Data related to Human Resources |
CSR Report- Draft 5 Applus4- GROUP ■ Page 117 of 121
| Spanish Law contents | Standard | CSR Report | ||
|---|---|---|---|---|
| Information on social and personnel matters |
GRI 103-2 The management approach and its components | |||
| GRI 103-2 The management approach and its components | 6.1 Employment 8.1.1 Key topics and concerns Annex V. Data related to Human Resources |
|||
| GRI 406-1 Incidents of discrimination and corrective actions taken |
No incidents have been identified | |||
| GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns | |||
| Information on the respect of human rights |
GRI 103-3 Evaluation of the management approach | Annex V. Data related to Human Resources Sections: 6, 7 and 8 7.3 Business ethics |
||
| GRI 412-2 Employee training on human rights policies or procedures |
||||
| GRI 103-3 Evaluation of the management approach | Sections: 6, 7, 8, 9, 10 and 11 | |||
| • | GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns 6.2 Fulfilment of Human Rights 8.3 Social management approach |
||
| GRI 411-1 Incidents of violations involving rights of indigenous peoples |
||||
| GRI 419-1 Non-compliance with laws and regulations in the social and economic area |
||||
| GRI 103-2 The management approach and its components | ||||
| Information relating to combating bribery and corruption |
GRI 103-2 The management approach and its components | |||
| GRI 103-3 Evaluation of the management approach | 8.1.1 Key topics and concerns 7.3 Business ethics |
|||
| GRI 205-2 Communication and training about anti-corruption policies and procedures |
CSR Report- Draft Applus+ GROUP Page 118 of 121
| Spanish Law contents | Standard | CSR Report | |
|---|---|---|---|
| Information relating to combating bribery and corruption |
GRI 103-3 Evaluation of the management approach | 7.3 Business ethics | |
| GRI 103-2 The management approach and its components | 7.3 Business ethics 8.1.1 Key topics and concerns 4.4 CSR impacts 8.3.1 Our social contribution |
||
| GRI 203-2 Significant indirect economic impacts | |||
| GRI 415-1 Political contributions | Applus+ explicit forbids monetary contributions to parties and/or political representatives |
||
| Information on the company |
GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns Sections: 6, 7, 8, 9, 10 and 11 |
|
| GRI 103-3 Evaluation of the management approach | |||
| GRI 103-3 Evaluation of the management approach | Sections: 6, 7, 8, 9, 10 and 11 | ||
| 5 temmItment to The cohipeony4 , ClaretOffilt-'11 *AiAalrtabk. t |
GRI 203-2 Significant indirect economic impacts | 4.4 CSR impacts 8.3.1 Our social contribution 9.1 Our innovation projects 8.1 Dialogue with stakeholders Annex II: Definition of the report's content |
|
| GRI 204-1 Proportion of spending on local suppliers | |||
| GRI 413-1 Operations with local community engagement, impact assessments, and development programmes |
|||
| GRI 203-2 Significant indirect economic impacts | |||
| GRI 413-1 Operations with local community engagement, impact assessments, and development programmes |
|||
| GRI 102-43Approach to stakeholder engagement | |||
| GRI 413-1 Operations with local community engagement, impact assessments, and development programmes |
|||
| GRI 102-13 Membership of associations |
CSR Report- Draft 5 Applus+ GROUP • Page 119 of 121

| Spanish Law contents | Standard | CSR Report | |
|---|---|---|---|
| Information on the company |
—11! StitacpfqractOri and mIppitti5 4111 |
GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns 11.4.2 Indirect impacts 8.2.1 Purchase management |
| GRI 102-9 Supply chain | |||
| GRI 308-1 New suppliers that were screened using environmental criteria |
|||
| CchtiStorners | GRI 103-2 The management approach and its components | 8.1.1 Key topics and concerns | |
| GRI 418-1 Substantiated complaints concerning breaches of customer |
8.1 Dialogue with stakeholders 8.3 Social management approach (The number of complaints covered Energy & Industry, Laboratories, IDIADA Division and Auto Spain Division) |
||
| Tax ooforrrtatkm |
GRI 103-3 Evaluation of the management approach | Sections: Sand 11 Subsidies are not relevant for Applus+ with the exception of those granted to perform R&D projects |
CSR Report- Draft S Applus+ GROUP Page 120 of 121
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