SEC Filing - XPO Inc.

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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 1, 2015 (April 28, 2015)

XPO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-32172

03-0450326

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Five Greenwich Office Park

Greenwich, CT 06831

(Address of principal executive offices)

(855) 976-4636

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

This Amendment No. 1 to Form 8-K amends our Form 8-K dated April 28, 2015, originally filed with the Securities and Exchange Commission (“SEC”) on April 29, 2015 (the “Original Report”) to provide financial statements of Norbert Dentressangle S.A. (“ND”) required under Item 9.01(a) of Form 8-K and pro forma financial information required by Item 9.01(b) of Form 8-K. This Amendment No. 1 effects no other changes to the Original Report. We filed the Original Report to announce the pending acquisition of ND pursuant to the terms of the Share Purchase Agreement and Tender Offer Agreement, dated April 28, 2015.

Attached hereto as Exhibit 99.1 and incorporated herein by reference is the unaudited pro forma financial information contemplated by Article 11 of Regulation S-X for the ND acquisition.

The consolidated balance sheets of ND and subsidiaries as of December 31, 2014, 2013 and 2012 and the related consolidated income statements, statements of other comprehensive income, cash flow statements, and statements of changes in equity for the years ended December 31, 2014, 2013 and 2012 and the notes related thereto contemplated by Rule 3-05 of Regulation S-X are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

The unaudited consolidated balance sheet of ND and subsidiaries as of March 31, 2015 and the related unaudited consolidated income statements, statements of other comprehensive income, cash flow statements, and statements of changes in equity for the three months ended March 31, 2015 and 2014 and the notes related thereto contemplated by Rule 3-05 of Regulation S-X are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number

23.1		Consent of Ernst & Young et Autres and Grant Thornton, independent auditors

23.2		Acknowledgment of Ernst & Young et Autres and Grant Thornton, independent auditors

99.1		Pro Forma Financial Information

		Unaudited pro forma condensed combined balance sheet as of March 31, 2015, and statements of operations for the three months ended March 31, 2015, twelve months ended December 31, 2014, three months ended March 31, 2014 and twelve months ended March 31, 2015

99.2		Financial Statements of Businesses Acquired

		(i) Report of Independent Auditors

		(ii) Consolidated balance sheets of Norbert Dentressangle S.A. and subsidiaries as of December 31, 2014, 2013 and 2012 and the related consolidated income statements, statements of other comprehensive income, cash flow statements, and statements of changes in equity for the years ended December 31, 2014, 2013 and 2012 and the notes related thereto

99.3		Unaudited Financial Statements of Businesses Acquired

		(i) Review Report of Independent Auditors (ii) Unaudited consolidated balance sheet of Norbert Dentressangle S.A. and subsidiaries as of March 31, 2015 and the related unaudited consolidated income statements, statements of other comprehensive income, cash flow statements, and statements of changes in equity for the three months ended March 31, 2015 and 2014 and the notes related thereto

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

XPO Logistics, Inc.

/s/ John J. Hardig

John J. Hardig

Chief Financial Officer

Date: June 1, 2015

EXHIBIT INDEX


Exhibit Number		Description

23.1		Consent of Ernst & Young et Autres and Grant Thornton, independent auditors

23.2		Acknowledgment of Ernst & Young et Autres and Grant Thornton, independent auditors

99.1		Pro Forma Financial Information

		Unaudited pro forma condensed combined balance sheet as of March 31, 2015, and statements of operations for the three months ended March 31, 2015, twelve months ended December 31, 2014, three months ended March 31, 2014 and twelve months ended March 31, 2015

99.2		Financial Statements of Businesses Acquired

		(i) Report of Independent Auditors

		(ii) Consolidated balance sheets of Norbert Dentressangle S.A. and subsidiaries as of December 31, 2014, 2013 and 2012 and the related consolidated income statements, statements of other comprehensive income, cash flow statements, and statements of changes in equity for the years ended December 31, 2014, 2013 and 2012 and the notes related thereto

99.3		Unaudited Financial Statements of Businesses Acquired

		(i) Review Report of Independent Auditors

		(ii) Unaudited consolidated balance sheet of Norbert Dentressangle S.A. and subsidiaries as of March 31, 2015 and the related unaudited consolidated income statements, statements of other comprehensive income, cash flow statements, and statements of changes in equity for the three months ended March 31, 2015 and 2014 and the notes related thereto

Exhibit 23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the registration statements on Form S-3 (Nos. 333-202748, 333-112899, 333-193582 and 333-188848) and on Form S-8 (No. 333-183648) of XPO Logistics, Inc. of our report dated May 22, 2015, with respect to the audited consolidated financial statements of Norbert Dentressangle S.A. and subsidiaries as of December 31, 2014, 2013 and 2012 and for each of the three years in the period ended December 31, 2014 which are included as an exhibit in this Amendment No. 1 to the Current Report on Form 8-K/A of XPO Logistics, Inc. dated June 1, 2015.

/s/ Ernst & Young et Autres

Daniel Mary-Dauphin

Lyon, France

June 1, 2015

/s/ Grant Thornton

Robert Dambo

Lyon, France

June 1, 2015

Exhibit 23.2

Exhibit 23.2

Acknowledgment of Independent Auditors

Norbert Dentressangle S.A.

192, avenue Thiers

69457 Lyon cedex 6

France

We have reviewed, in accordance with auditing standards generally accepted in the United States of America, the unaudited condensed consolidated interim financial statements of Norbert Dentressangle S.A. as of March 31, 2015 and for the quarters ended March 31, 2015 and March 31, 2014, as indicated in our report dated May 22, 2015; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in this Amendment No. 1 to the Current Report on Form 8-K/A of XPO Logistics, Inc. dated June 1, 2015, is incorporated by reference in Registration Statements of XPO Logistics, Inc. on Forms S-3 (Nos. 333-202748, 333-112899, 333-193582 and 333-188848) and on Form S-8 (No. 333-183648).

We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Ernst & Young et Autres

Daniel Mary-Dauphin

Lyon, France

June 1, 2015

/s/ Grant Thornton

Robert Dambo

Lyon, France

June 1, 2015

Exhibit 99.1

Exhibit 99.1

On April 28, 2015, XPO Logistics, Inc. and its subsidiaries (“XPO Logistics” or “XPO” or the “Company”), entered into 1) a Share Purchase Agreement (the “ND Share Purchase Agreement”) relating to Norbert Dentressangle S.A., a French société anonyme (“ND”), among Dentressangle Initiatives, a French société par actions simplifiée, Mr. Norbert Dentressangle, Mrs. Evelyne Dentressangle, Mr. Pierre-Henri Dentressangle, Ms. Marine Dentressangle and XPO and (2) a Tender Offer Agreement (the “ND Tender Offer Agreement” and, together with the ND Share Purchase Agreement, the “ND Transaction Agreements”) between XPO and ND. The ND Transaction Agreements provided for the acquisition of a majority stake in ND by XPO, followed by an all-cash simplified tender offer by XPO to acquire the remaining outstanding shares (the “ND Transaction”).

Pursuant to the terms and subject to the conditions of the ND Share Purchase Agreement, Dentressangle Initiatives, Mrs. Evelyne Dentressangle, Mr. Pierre-Henri Dentressangle and Ms. Marine Dentressangle (collectively, the “ND Sellers”) will sell to XPO, and XPO will purchase from the ND Sellers (the “ND Share Purchase”), all of the ordinary shares of ND owned by the ND Sellers, representing a total of approximately 67% of the share capital of ND and all of the outstanding share subscription warrants granted by ND to employees, directors or other officers of ND and its affiliates. Pursuant to the terms and subject to the conditions of the ND Tender Offer Agreement, as soon as reasonably practicable following completion of the ND Share Purchase and in any event no later than five business days thereafter, XPO will file with the French Autorité des Marchés Financiers (the “AMF”) a mandatory simplified cash offer (the “ND Tender Offer”) to purchase all of the outstanding ordinary shares of ND (other than the shares already owned by XPO). For purposes of these pro forma financial statements, the Company is assuming the shares purchased from the ND Sellers and under the ND Tender Offer occur at the same time. The pro forma financial statements also assume that 100% of the shares are purchased as part of the ND Tender Offer. If the Company is not able to purchase 100% of the outstanding shares as part of the ND Tender Offer, the opening balance sheet and results may be materially different than those presented within. A noncontrolling interest will be presented for any portion of ND not purchased by XPO.

XPO’s and the ND Sellers’ obligations to complete the ND Share Purchase are subject to the approval of the ND Share Purchase under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the applicable antitrust laws of Germany (both of which have been obtained). XPO’s obligations to complete the ND Share Purchase and the ND Tender Offer are not subject to any condition related to the availability of financing or to the approval of XPO’s stockholders. Either Party may terminate the ND Share Purchase Agreement if the closing of the ND Share Purchase has not been completed on or before October 31, 2015, and XPO and ND may terminate the ND Tender Offer Agreement if the ND Share Purchase fails to occur.

ND is a leading global provider of contract logistics, freight brokerage and transportation, and global forwarding services. ND’s service offering includes contract logistics, e-fulfillment, freight brokerage, an asset-light palletized network, freight management, dedicated and owned truckload, and global freight forwarding. A copy of the ND Transaction Agreements were filed with the Form 8-K filed with the SEC on April 29, 2015.

For pro forma purposes, the total consideration of $3,308.8 million consists of $2,350.0 million of cash paid at the time of closing, $957.6 million for the settlement of pre-acquisition indebtedness, and $1.2 million representing the fair value of XPO equity awards offered in exchange for certain ND equity awards. The $2,350.0 million of cash paid at closing represents the purchase of 9,797,663 outstanding shares of ND common stock at a purchase price of €217.50 plus a per share dividend of €1.80 to be paid prior to closing as well as the portion of the cash settlement attributable to pre-acquisition service of warrants and performance shares of ND. Cash paid is shown net of cash acquired.

On July 29, 2014, XPO Logistics entered into a definitive Agreement and Plan of Merger (the “New Breed Agreement”) with New Breed Holding Company (“New Breed”) providing for the acquisition of New Breed by XPO (the “New Breed Transaction”). New Breed is one of the preeminent U.S. providers of non-asset based, highly engineered contract logistics solutions for multi-national corporations. New Breed’s service offering includes omni-channel distribution, reverse logistics, transportation management, freight bill audit and payment, lean manufacturing support, aftermarket support and supply chain optimization for customers in technology, telecom, ecommerce, aerospace and defense, medical equipment and manufacturing. A copy of the New Breed Agreement was filed with the Form 8-K filed with the SEC on July 30, 2014. The closing of the transaction was effective September 2, 2014.

The fair value of the total consideration paid under the New Breed Agreement was $615.9 million and consisted of $585.8 million of net cash paid at the time of closing, including an estimate of the working capital adjustment, and $30.1 million of equity representing the fair value of 1,060,598 shares of the Company’s common stock at the closing market price of $32.45 per share on September 2, 2014 less a marketability discount on the shares issued due to a holding period restriction.

On January 5, 2014, XPO Logistics entered into a definitive Agreement and Plan of Merger (the “Pacer Merger Agreement”) with Pacer International, Inc., providing for the acquisition of Pacer by the Company (the “Pacer Transaction”). Pacer is an asset-light North American freight transportation and logistics services provider. The closing of the transaction was effective on March 31, 2014 (the “Effective Time”). At the Effective Time, each share of Pacer’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) $6.00 in cash and (ii) 0.1017 of a share of XPO common stock, which amount is equal to $3.00 divided by the average of the volume-weighted average closing prices of XPO common stock for the ten trading days prior to the Effective Time (the “Pacer Merger Consideration”). Pursuant to the terms of the Pacer Merger Agreement, all vested and unvested Pacer options outstanding at the Effective Time were settled in cash based on the value of the Pacer Merger Consideration. In addition, all Pacer restricted stock, and all vested and unvested Pacer restricted stock units and performance units outstanding at the Effective Time were converted into the right to receive the Pacer Merger Consideration. The fair value of the total consideration paid under the Pacer Merger Agreement was $331.5 million and consisted of $223.3 million of cash payable at the time of closing and $108.2 million representing the fair value of 3,688,246 shares of the Company’s common stock at the closing market price of $29.41 per share on March 31, 2014 less a marketability discount on a portion of shares issued to certain former Pacer executives due to a holding period restriction. The marketability discount did not have a material impact on the fair value of the equity consideration provided.

The ND Transaction, New Breed Transaction, and Pacer Transaction are referred to as the “Transactions” below.

The following unaudited pro forma condensed combined financial statements and related notes combine the historical consolidated balance sheets and statements of operations of XPO Logistics, the consolidated balance sheets and income statements of ND, the consolidated balance sheets and statements of income of New Breed, and the consolidated balance sheets and statements of comprehensive income of Pacer.

For purposes of preparing the unaudited pro forma condensed combined financial statements for the three months ended March 31, 2015, XPO Logistics has combined the XPO Logistics condensed consolidated statement of operations with ND’s condensed consolidated income statement for the three months ended March 31, 2015. The results of New Breed and Pacer for the three months ended March 31, 2015 were included within XPO historical results. For purposes of preparing the unaudited pro forma condensed combined financial statements for the year ended December 31, 2014, XPO Logistics has combined the XPO Logistics consolidated statement of operations with ND’s consolidated income statement for the year ended December 31, 2014, New Breed’s consolidated statement of income for the pre-acquisition period from January 1, 2014 through September 2, 2014, and Pacer’s consolidated statement of comprehensive income for the pre-acquisition period from January 1, 2014 through March 31, 2014. The results of New Breed and Pacer for the remainder of the year ended December 31, 2014 were included within XPO historical results. For purposes of preparing the unaudited pro forma condensed combined financial statements for the three months ended March 31, 2014, XPO Logistics has combined the XPO Logistics condensed consolidated statement of operations with ND’s condensed consolidated income statement for the three months ended March 31, 2014, New Breed’s consolidated statement of income for the three months ended March 31, 2014, and Pacer’s consolidated statement of comprehensive income for the three months ended March 31, 2014. The unaudited pro forma condensed combined financial statements for the twelve months ended March 31, 2015 were calculated based on the other periods presented.

The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015 give effect to the Transactions as if they had occurred on January 1, 2014. The unaudited pro forma condensed combined balance sheet as of March 31, 2015 assumes that the ND Transaction was completed on March 31, 2015. The unaudited pro forma condensed combined balance sheet and condensed

combined statement of operations of XPO Logistics as of and for the three months ended March 31, 2015 were derived from its unaudited condensed consolidated financial statements as of March 31, 2015 (as filed on Form 10-Q with the SEC on May 7, 2015). The unaudited pro forma condensed combined statement of operations of XPO Logistics for the twelve months ended December 31, 2014 was derived from the audited consolidated financial statements of XPO Logistics for the year ended December 31, 2014 (as filed on Form 10-K with the SEC on February 23, 2015). The unaudited pro forma condensed combined statement of operations of XPO Logistics for the three months ended March 31, 2014 was derived from the unaudited condensed consolidated financial statements of XPO Logistics for the three months ended March 31, 2014 (as filed on Form 10-Q with the SEC on May 2, 2014). The unaudited pro forma condensed combined balance sheet and condensed income statement of ND as of and for the three months ended March 31, 2015 were derived from its unaudited condensed consolidated financial statements as of March 31, 2015 included in Exhibit 99.3 hereto. The unaudited pro forma condensed combined income statement of ND for the twelve months ended December 31, 2014 was derived from its audited consolidated financial statements for the twelve months ended December 31, 2014 included in Exhibit 99.2 hereto. The unaudited pro forma condensed combined income statement of ND for the three months ended March 31, 2014 was derived from its unaudited condensed consolidated financial statements as of March 31, 2014 included in Exhibit 99.3 hereto. The unaudited pro forma condensed combined statement of operations of New Breed for the 245 days ended September 2, 2014 was derived from its unaudited consolidated financial statements for the 245 days ended September 2, 2014. The unaudited pro forma condensed combined statement of operations of New Breed for the three months ended March 31, 2014 was derived from its unaudited condensed consolidated financial statements as of March 31, 2014. The unaudited pro forma condensed combined statement of operations of Pacer for the three months ended March 31, 2014 was derived from its unaudited condensed consolidated financial statements for the three months ended March 31, 2014.

The historical consolidated financial information of XPO Logistics, the consolidated financial information of ND, the consolidated financial information of New Breed, and the consolidated financial information of Pacer have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Transactions, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results. The pro forma events may not be indicative of actual events that would have occurred had the combined businesses been operating as a separate and independent business and may not be indicative of future events which may occur. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements.

The historical consolidated financial statements of ND have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). In certain respects generally accepted accounting principles in the United States (“U.S. GAAP”) differ from IFRS. The unaudited pro forma condensed combined financial statements reflect adjustments to present ND’s historical information under U.S. GAAP. The translations of the historical ND combined financial statements from Euro (€EUR) to U.S. Dollars ($USD) used in the preparation of these unaudited pro forma condensed combined financial statements are as follows:

•

ND’s condensed combined balance sheet as of March 31, 2015 translated to $USD using a spot rate of $1.085 at March 31, 2015.

•

ND’s condensed combined statement of operations for the three months ended March 31, 2015, translated to $USD using an average rate of $1.128 for the three months ended March 31, 2015.

•

ND’s condensed combined statement of operations for the twelve months ended December 31, 2014, translated to $USD using an average rate of $1.329 for the twelve months ended December 31, 2014.

•

ND’s condensed combined statement of operations for the three months ended March 31, 2014, translated to $USD using an average rate of $1.370 for the three months ended March 31, 2014.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not intended to represent or be indicative of what the combined company’s financial position or results of income actually would have been had the Transactions been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined financial information does not include the impact of any revenue, cost or other operating synergies that may result from the Transactions.

For purposes of the pro forma financial statements in this Form 8-K/A, the Company intends to fund the ND Transaction with the proceeds of the contemplated debt and equity offerings of approximately $3.3 billion in the aggregate and cash on hand thus the unaudited pro forma condensed combined financial information reflects these offerings. The pro forma financial statements contemplate $2,000.0 million and $1,963.5 million of gross and net proceeds, respectively, for the debt offering and $1,260.0 million and $1,241.1 million of gross and net proceeds, respectively, for the equity offering. In the event that the Company is unable to secure the contemplated debt and equity financing for the ND Transaction, it has arranged for a senior unsecured bridge credit facility with Morgan Stanley Senior Funding, Inc., as agent for a syndicate of lenders, to finance the acquisition. This facility provides XPO with the ability to borrow up to €2.40 billion on an unsecured basis.

XPO Logistics, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2015

(In millions)


	XPO			ND			Pro Forma Adjustments 3(a)				Pro Forma Combined
	Historic			Historic 2(a)			Pro Forma Adjustments 3(a)				Pro Forma Combined
ASSETS
Cash and cash equivalents	$	1,034.3		$	146.6		$	(120.5	)	(1)(4)(5)(7)(9)	$	1,060.4
Accounts receivable, net of allowances		504.7			1,068.3			—				1,573.0
Prepaid expenses		16.5			61.2			—				77.7
Deferred tax asset, current		1.6			—			22.5		(7)(11)		24.1
Income tax receivable		—			57.6			—				57.6
Other current assets		10.3			165.5			(6.0	)	(8)		169.8

Total current assets		1,567.4			1,499.2			(104.0	)			2,962.6

Property and equipment, net of accumulated depreciation		219.2			626.5			21.9		(3)		867.6
Goodwill		967.8			1,133.8			987.3		(2)		3,088.9
Identifiable intangible assets, net of accumulated amortization		343.0			410.9			736.4		(3)		1,490.3
Deferred tax asset, long-term		—			74.6			(27.4	)	(6)(7)(11)		47.2
Restricted cash		5.0			6.5			—				11.5
Other long-term assets		30.7			57.0			36.5		(4)		124.2

Total long-term assets		1,565.7			2,309.3			1,754.7				5,629.7

Total assets		3,133.1			3,808.5			1,650.7				8,592.3

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable		245.1			755.6			—				1,000.7
Accrued salaries and wages		46.1			229.3			—				275.4
Accrued expenses, other		98.4			161.8			(4.7	)	(1)		255.5
Current maturities of long-term debt		1.8			178.6			(65.4	)	(1)		115.0
Deferred tax liability, current		—			—			20.8		(11)(12)		20.8
Other current liabilities		7.0			136.0			73.7		(1)(10)		216.7

Total current liabilities		398.4			1,461.3			24.4				1,884.1

Senior notes due 2019		915.5			—			—				915.5
Convertible senior notes		63.4			—			—				63.4
Revolving credit facility and other long-term debt, net of current maturities		0.4			1,138.6			1,117.5		(1)(4)		2,256.5
Deferred tax liability, long-term		41.5			183.0			175.2		(3)(11)(13)		399.7
Employee benefit obligations		—			111.0			—				111.0
Other long-term liabilities		35.5			85.4			(17.4	)	(1)(6)		103.5

Total long-term liabilities		1,056.3			1,518.0			1,275.3				3,849.6

Commitments and contingencies
Stockholders’ equity:
Series A convertible perpetual preferred stock		42.2			—			—				42.2
Common stock		0.1			21.4			(20.1	)	(1)(5)(12)		1.4
Additional paid-in capital		1,870.6			20.7			1,220.3		(1)(5)(12)		3,111.6
Treasury stock		—			(4.7	)		4.7		(12)		—
(Accumulated deficit) retained earnings		(234.5	)		696.7			(789.7	)	(9)(10)(12)		(327.5	)
Accumulated other comprehensive income		—			64.2			(64.2	)	(12)		—
Non-controlling interests		—			30.9			—				30.9

Total stockholders’ equity		1,678.4			829.2			351.0				2,858.6

Total liabilities and stockholders’ equity	$	3,133.1		$	3,808.5		$	1,650.7			$	8,592.3

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

XPO Logistics, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended March 31, 2015

(In millions, except per share data)


	XPO			ND			Pro Forma Adjustments 5(a)				Pro Forma Combined
	Historic			Historic 4(a)			Pro Forma Adjustments 5(a)				Pro Forma Combined

Revenue	$	703.0		$	1,466.9		$	—			$	2,169.9
Operating expenses
Cost of transportation and services^(a)		440.8			699.1			—				1,139.9
Direct operating expense		151.2			591.3			1.8		(1)(2)(9)(10)(11)		744.3
Sales, general and administrative expense		115.8			130.8			23.6		(1)(2)(8)		270.2

Total operating expenses		707.8			1,421.2			25.4				2,154.4

Operating (loss) income		(4.8	)		45.7			(25.4	)			15.5

Other expense (income)		0.4			(4.2	)		—				(3.8	)
Interest expense		23.1			11.8			29.6		(1)(5)(6)(7)		64.5

(Loss) income before income tax provision		(28.3	)		38.1			(55.0	)			(45.2	)
Income tax (benefit) provision		(13.6	)		13.0			(15.7	)	(3)		(16.3	)

Net (loss) income		(14.7	)		25.1			(39.3	)			(28.9	)
Cumulative preferred dividends		(0.7	)		—			—				(0.7	)
Non-controlling interests		—			(0.8	)		—				(0.8	)

Net (loss) income available to common shareholders	$	(15.4	)	$	24.3		$	(39.3	)		$	(30.4	)


Basic loss per share
Net loss	$	(0.20	)								$	(0.28	)
Diluted loss per share
Net loss	$	(0.20	)								$	(0.28	)
Weighted average common shares outstanding
Basic weighted average common shares outstanding		78.8						28.0		(4)		106.8
Diluted weighted average common shares outstanding		78.8						28.0		(4)		106.8

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

(a)

“Cost of transportation and services” was changed from “Cost of purchased transportation and services” to accommodate the inclusion of ND’s trucking fleet costs within the unaudited pro forma condensed combined statement of operations. The costs included within the XPO historic column remain the same as originally reported.

XPO Logistics, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2014

(In millions, except per share data)


	XPO			ND			Pro Forma Adjustments 5(a)				New Breed			Pro Forma Adjustments 7(a)				Pacer			Pro Forma Adjustments 9(a)				Pro Forma Combined
	Historic			Historic 4(a)			Pro Forma Adjustments 5(a)				Historic January 1, 2014 - September 2, 2014			Pro Forma Adjustments 7(a)				Historic January 1, 2014 - March 31, 2014			Pro Forma Adjustments 9(a)				Pro Forma Combined

Revenue	$	2,356.6		$	6,205.0		$	—			$	387.8		$	—			$	235.5		$	—			$	9,184.9
Operating expenses
Cost of transportation and services^(a)		1,701.8			3,158.8			—				—			—				185.2			—				5,045.8
Direct operating expense		273.2			2,353.9			10.4		(1)(2)(9)(10)(11)		323.0			13.1		(1)(7)(8)(9)(11)		22.0			(0.8	)	(1)(5)(6)(7)		2,994.8
Sales, general and administrative expense		422.5			484.6			106.6		(1)(2)(8)		101.6			(71.6	)	(1)(2)(10)(12)(13)		47.6			(12.8	)	(1)(2)(7)(8)(9)		1,078.5

Total operating expenses		2,397.5			5,997.3			117.0				424.6			(58.5	)			254.8			(13.6	)			9,119.1

Operating (loss) income		(40.9	)		207.7			(117.0	)			(36.8	)		58.5				(19.3	)		13.6				65.8

Other expense (income)		0.8			9.8			—				—			—				(0.3	)		—				10.3
Interest expense		48.0			46.0			126.5		(1)(5)(6)(7)		18.9			8.5		(5)(6)		0.3			(0.1	)	(4)		248.1

(Loss) income before income tax provision		(89.7	)		151.9			(243.5	)			(55.7	)		50.0				(19.3	)		13.7				(192.6	)
Income tax (benefit) provision		(26.1	)		42.8			(69.4	)	(3)		(14.7	)		22.1		(3)		(3.8	)		7.7		(3)		(41.4	)

Net (loss) income		(63.6	)		109.1			(174.1	)			(41.0	)		27.9				(15.5	)		6.0				(151.2	)
Preferred stock beneficial conversion charge		(40.9	)		—			—				—			—				—			—				(40.9	)
Cumulative preferred dividends		(2.9	)		—			—				—			—				—			—				(2.9	)
Non-controlling interests		—			(8.2	)		—				—			—				—			—				(8.2	)

Net (loss) income available to common shareholders	$	(107.4	)	$	100.9		$	(174.1	)		$	(41.0	)	$	27.9			$	(15.5	)	$	6.0			$	(203.2	)


Basic loss per share
Net loss	$	(2.00	)																						$	(2.39	)
Diluted loss per share
Net loss	$	(2.00	)																						$	(2.39	)
Weighted average common shares outstanding
Basic weighted average common shares outstanding		53.6						28.0		(4)					3.4		(4)					—				85.0
Diluted weighted average common shares outstanding		53.6						28.0		(4)					3.4		(4)					—				85.0

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

(a)

XPO Logistics, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended March 31, 2014

(In millions, except per share data)


	XPO			ND			Pro Forma Adjustments 5(a)				New Breed		Pro Forma Adjustments 7(a)				Pacer			Pro Forma Adjustments 9(a)				Pro Forma Combined
	Historic			Historic 4(a)			Pro Forma Adjustments 5(a)				Historic		Pro Forma Adjustments 7(a)				Historic			Pro Forma Adjustments 9(a)				Pro Forma Combined

Revenue	$	282.4		$	1,487.3		$	—			$	144.2	$	—			$	235.5		$	—			$	2,149.4
Operating expenses
Cost of transportation and services^(a)		224.0			780.2			—				—		—				185.2			—				1,189.4
Direct operating expense		4.0			548.5			2.5		(1)(2)(9)(10)(11)		120.4		5.3		(1)(7)(8)(9)(11)		22.0			(0.8	)	(1)(5)(6)(7)		701.9
Sales, general and administrative expense		75.8			125.5			28.4		(1)(2)(8)		13.1		(1.5	)	(1)(2)(10)(12)(13)		47.6			(12.8	)	(1)(2)(7)(8)(9)		276.1

Total operating expenses		303.8			1,454.2			30.9				133.5		3.8				254.8			(13.6	)			2,167.4

Operating (loss) income		(21.4	)		33.1			(30.9	)			10.7		(3.8	)			(19.3	)		13.6				(18.0	)

Other expense (income)		0.1			1.9			—				—		—				(0.3	)		—				1.7
Interest expense		10.1			10.3			32.5		(1)(5)(6)(7)		4.7		5.4		(5)(6)		0.3			(0.1	)	(4)		63.2

(Loss) income before income tax provision		(31.6	)		20.9			(63.4	)			6.0		(9.2	)			(19.3	)		13.7				(82.9	)
Income tax (benefit) provision		(3.3	)		9.3			(18.1	)	(3)		2.2		(3.6	)	(3)		(3.8	)		7.7		(3)		(9.6	)

Net (loss) income		(28.3	)		11.6			(45.3	)			3.8		(5.6	)			(15.5	)		6.0				(73.3	)
Cumulative preferred dividends		(0.8	)		—			—				—		—				—			—				(0.8	)
Non-controlling interests		—			(1.1	)		—				—		—				—			—				(1.1	)

Net (loss) income available to common shareholders	$	(29.1	)	$	10.5		$	(45.3	)		$	3.8	$	(5.6	)		$	(15.5	)	$	6.0			$	(75.2	)


Basic loss per share
Net loss	$	(0.70	)																					$	(0.93	)
Diluted loss per share
Net loss	$	(0.70	)																					$	(0.93	)
Weighted average common shares outstanding
Basic weighted average common shares outstanding		41.3						28.0		(4)				11.8		(4)					—				81.1
Diluted weighted average common shares outstanding		41.3						28.0		(4)				11.8		(4)					—				81.1

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

(a)

XPO Logistics, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Twelve Months Ended March 31, 2015

(In millions, except per share data)


	XPO			ND			Pro Forma Adjustments 5(a)				New Breed			Pro Forma Adjustments 7(a)				Pro Forma Combined
	Historic April 1, 2014 - March 31, 2015			Historic April 1, 2014 - March 31, 2015			Pro Forma Adjustments 5(a)				Historic April 1, 2014 - September 2, 2014			Pro Forma Adjustments 7(a)				Pro Forma Combined

Revenue	$	2,777.2		$	6,184.6		$	—			$	243.6		$	—			$	9,205.4
Operating expenses
Cost of transportation and services^(a)		1,918.6			3,077.7			—				—			—				4,996.3
Direct operating expense		420.4			2,396.7			9.7		(1)(2)(9)(10)(11)		202.6			7.8		(1)(7)(8)(9)(11)		3,037.2
Sales, general and administrative expense		462.5			489.9			101.8		(1)(2)(8)		88.5			(70.1	)	(1)(2)(10)(12)(13)		1,072.6

Total operating expenses		2,801.5			5,964.3			111.5				291.1			(62.3	)			9,106.1

Operating (loss) income		(24.3	)		220.3			(111.5	)			(47.5	)		62.3				99.3

Other expense		1.1			3.7			—				—			—				4.8
Interest expense		61.0			47.5			123.6		(1)(5)(6)(7)		14.2			3.1		(5)(6)		294.4

(Loss) income before income tax provision		(86.4	)		169.1			(253.1	)			(61.7	)		59.2				(154.9	)
Income tax (benefit) provision		(36.4	)		46.5			(67.0	)	(3)		(16.9	)		25.7		(3)		(48.1	)

Net (loss) income		(50.0	)		122.6			(168.1	)			(44.8	)		33.5				(106.8	)
Preferred stock beneficial conversion charge		(40.9	)		—			—				—			—				(40.9	)
Undeclared cumulative preferred dividends		(2.8	)		—			—				—			—				(2.8	)
Non-controlling interests		—			(7.9	)		—				—			—				(7.9	)

Net (loss) income available to common shareholders	$	(93.7	)	$	114.7		$	(168.1	)		$	(44.8	)	$	33.5			$	(158.4	)


Basic loss per share
Net loss	$	(1.49	)															$	(1.73	)
Diluted loss per share
Net loss	$	(1.49	)															$	(1.73	)
Weighted average common shares outstanding
Basic weighted average common shares outstanding		62.9						28.0		(4)					0.4		(4)		91.3
Diluted weighted average common shares outstanding		62.9						28.0		(4)					0.4		(4)		91.3

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

(a)

Notes to Unaudited Pro Forma Condensed Combined Financial Data

(In millions, except per share amounts)

(1)

ND Purchase Price

The estimated purchase price and the allocation of the estimated purchase price discussed below are preliminary, and subject to certain post-closing adjustments. A final determination of required adjustments will be made based upon the final evaluation of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. For pro forma purposes, the total consideration of $3,308.8 consists of $2,350.0 of cash paid at the time of closing, $957.6 for the settlement of pre-acquisition indebtedness, and $1.2 representing the fair value of XPO equity awards offered in exchange for certain ND equity awards. The $2,350.0 of cash paid at closing represents the purchase of 9,797,663 outstanding shares of ND common stock at a purchase price of €217.50 plus a per share dividend of €1.80 to be paid prior to closing as well as the portion of the cash settlement attributable to pre-acquisition service of warrants and performance shares of ND.

The following represents the purchase price to be paid in tabular format:


Description	€ EUR		$ USD
Cash payment to Sellers, net of cash acquired^(a)	€	2,165.9	$	2,350.0
Settlement of pre-acquisition debt^(b)		882.6		957.6
Equity consideration for performance shares^(c)		1.1		1.2

Estimated fair value of total consideration	€	3,049.6	$	3,308.8

As payment will be made in €EUR, the balances have been adjusted based on an assumed March 31, 2015 transaction closing date spot rate of 1.085 $USD to 1.00 €EUR.

XPO Logistics will settle €EUR denominated pre-acquisition debt and related interest rate swaps and accrued interest as of March 31, 2015. The balances have been adjusted based on an assumed March 31, 2015 transaction date spot rate of 1.085 $USD to 1.00 €EUR.

XPO Logistics will exchange certain performance share awards at the assumed transaction date of March 31, 2015, the fair value of these awards is included in consideration transferred. The balances have been adjusted based on an assumed March 31, 2015 transaction date spot rate of 1.085 $USD to 1.00 €EUR.

The following tables summarize the purchase price allocation adjustments of the assets acquired and liabilities assumed as if the acquisition date was March 31, 2015. The final allocation of the purchase price will be determined at a later date and is dependent on a number of factors, including the final evaluation of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed and the Euro to U.S. Dollar exchange rate on the actual closing date. Final adjustments, including increases or decreases to depreciation and amortization resulting from the allocation of the purchase price to amortizable tangible and intangible assets, and increases or decreases to balances as a result of a change in the Euro to U.S. Dollar exchange rate, may be material. Adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed will impact the value of goodwill recognized in the ND Transaction, and the adjustment to goodwill may be material. For illustrative purposes, the preliminary allocation of the purchase price to the fair value of ND’s assets acquired and liabilities assumed assuming the acquisition date was March 31, 2015 is presented as follows:


Description
Estimated purchase price	$	3,308.8
Carrying value of ND net assets acquired		363.2
Plus: Fair value of customer relationships		1,100.0
Plus: Fair value of trade name covenants		42.0
Plus: Fair value of non-compete agreements		5.3
Plus: Fair value of acquired technology		23.0
Less: Fair value of deferred tax liability on step-up of net tangible and intangible assets		(345.8	)

Fair value of goodwill	$	2,121.1

The following table shows the calculation of net assets acquired:


Description
Carrying value of ND net assets	$	798.3
Plus: Settled pre-acquisition debt		957.6
Less: Historic deferred contract costs		(6.0	)
Plus: Historic deferred rent liability		14.2
Less: Historic internally developed software		(1.1	)
Less: Historic identifiable intangible assets		(410.9	)
Less: Historic goodwill		(1,133.8	)
Plus: Historic deferred tax liability on purchase accounting adjustments		144.9

Carrying value of ND net assets acquired	$	363.2

(2)

ND Historical Balance Sheet Translated to U.S. Dollars

ND’s consolidated balance sheet as of March 31, 2015 is presented below in €EUR and $USD. The balances as of March 31, 2015 have been translated to $USD using a spot rate of $1.085 at March 31, 2015. Certain reclassifications have been made to the ND historical balance sheet to conform to XPO presentation.

Norbert Dentressangle S.A.

Consolidated Balance Sheet

As of March 31, 2015

(Unaudited)

(In millions)


	€EUR			$USD
ASSETS
Cash and cash equivalents	€	135.1		$	146.6
Accounts receivable, net of allowances		984.6			1,068.3
Prepaid expenses		56.4			61.2
Income tax receivable		53.1			57.6
Other current assets		152.5			165.5

Total current assets		1,381.7			1,499.2

Property and equipment, net of accumulated depreciation		577.4			626.5
Goodwill		1,045.0			1,133.8
Identifiable intangible assets, net of accumulated amortization		378.7			410.9
Deferred tax asset, long-term		68.8			74.6
Restricted cash		6.0			6.5
Other long-term assets		52.5			57.0

Total long-term assets		2,128.4			2,309.3

Total assets		3,510.1			3,808.5

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable		696.4			755.6
Accrued salaries and wages		211.3			229.3
Accrued expenses, other		149.1			161.8
Current maturities of long-term debt		164.6			178.6
Other current liabilities		125.3			136.0

Total current liabilities		1,346.7			1,461.3

Revolving credit facility and other long-term debt, net of current maturities		1,049.4			1,138.6
Deferred tax liability, long-term		168.7			183.0
Employee benefit obligations		102.3			111.0
Other long-term liabilities		78.7			85.4

Total long-term liabilities		1,399.1			1,518.0

Commitments and contingencies
Stockholders’ equity:
Common stock		19.7			21.4
Additional paid-in capital		19.1			20.7
Treasury stock		(4.3	)		(4.7	)
Retained earnings		642.1			696.7
Accumulated other comprehensive income		59.2			64.2
Non-controlling interests		28.5			30.9

Total stockholders’ equity		764.3			829.2

Total liabilities and stockholders’ equity	€	3,510.1		$	3,808.5

(3)

Description of ND Pro Forma Adjustments, as presented on the March 31, 2015 Balance Sheet

Represents certain adjustments to convert ND financial statements to U.S. GAAP and purchase price adjustments for the acquisition of ND:

(1)

Represents an adjustment for the consideration transferred totaling $3,308.8, consisting of $2,250.0 of cash payable at the time of closing, the settlement of $957.6 of pre-acquisition indebtedness, and $1.2 representing consideration as a result of the exchange of certain performance shares in conjunction with the ND Transaction Agreements. Related to the settlement of debt, $65.4 was classified as current maturities of long-term debt and $882.5 was classified as long-term debt. $1.8 of interest rate swap liabilities were classified in other current liabilities and $3.2 were classified in other long-term liabilities. Accrued interest of $4.7 was recorded in accrued expenses, other. For pro forma purposes, the purchase price payable in cash was funded as follows:


Description
Available cash on hand	$	1,034.3
Cash acquired		146.6
Proceeds from long-term debt issuance, net		1,963.5
Proceeds from equity issuance, net		1,241.1
Cash to balance sheet		(1,060.4	)
Cash used for settlement of pre-acquisition debt		(957.6	)
Cash used for settlement of warrants and performance shares		(17.5	)

Total estimated cash consideration payable	$	2,350.0

See footnotes 4 and 5 for information on the debt and equity issuances.

(2)

Eliminates goodwill recorded in the historical financial statements of ND of $1,133.8 and records the preliminary goodwill resulting from the pro forma allocation of the purchase price as if the acquisition had occurred using a preliminary estimate of $2,121.1. The adjustment represents the net impact to goodwill of $987.3. Goodwill resulting from the acquisition is not amortized, and will be assessed for impairment at least annually in accordance with applicable accounting guidance on goodwill. The goodwill as a result of the acquisition is not deductible for income tax purposes.

(3)

Represents the preliminary allocation of purchase price to identifiable tangible and intangible assets, as follows:


	Preliminary Fair Value
Customer relationships		1,100.0
Trade name covenants		42.0
Non-compete agreements		5.3

Total identifiable intangible assets	$	1,147.3


Technology		23.0
Less: Historic internally developed software		(1.1	)

Total net fair value adjustment to property and equipment	$	21.9

The adjustments of $1,147.3 to identifiable intangible assets and $21.9 to property and equipment are a result of the preliminary allocation of purchase price to identifiable intangible and property and equipment. The adjustment to identifiable intangible assets was recorded net of the historical net identifiable intangible assets of $410.9. A deferred tax liability of $345.8 was recorded based on the preliminary allocation of the purchase price to identifiable tangible and intangible assets. The adjustment to deferred tax liabilities was recorded net of the historical deferred tax liability related to intangible assets of $133.5.

(4)

The pro forma financial statements reflect the contemplated issuance of $2,000.0 of long-term debt to fund a portion of the ND Transaction. Net proceeds after fees are estimated to be $1,963.5. $36.5 of estimated debt issuance costs are included in other long-term assets. The following table shows a sensitivity analysis of the effect on pro forma interest expense at 6.25% if the amount borrowed changes by $250.0:


	For the Three Months Ended March 31, 2015		For the Twelve Months Ended December 31, 2014		For the Three Months Ended March 31, 2014		For the Twelve Months Ended March 31, 2015
Contemplated debt issuance	$	31.3	$	125.0	$	31.3	$	125.0
Decrease of $250.0	$	27.3	$	109.4	$	27.3	$	109.4
Increase of $250.0	$	35.2	$	140.6	$	35.2	$	140.6

(5)

The pro forma financial statements reflect the assumed issuance of approximately $1,260.0 of common stock to fund a portion of the ND Transaction in addition to the debt issuance noted in footnote 4 above. Net proceeds after fees are estimated to be approximately $1,241.1. The negotiated purchase price of $45.00 per share was used to determine the number of shares issued. In the event that the Company is unable to secure the contemplated debt financing for the ND Transaction, it has arranged for a senior unsecured bridge credit facility with Morgan Stanley Senior Funding, Inc., as agent for the lenders, to finance the acquisition. This facility provides XPO with the ability to borrow up to €2.40 billion on an unsecured basis. Borrowings under the bridge facility would bear interest at a rate equal to EURIBOR plus an applicable margin that increases over time. If the Company drew down on the available facility to finance the ND Transaction, it could result in additional interest expense.

(6)

Represents the elimination in purchase accounting of $14.2 of the historical deferred rent liabilities related to recording ND’s operating lease expense on a straight-line basis over the respective lease terms. In conjunction with the elimination of the deferred rent liabilities, the related long-term deferred tax asset of $2.9 was eliminated.

(7)

Related to the settlement of pre-acquisition debt, $0.7 of current deferred tax assets and $1.3 of noncurrent deferred tax assets were eliminated along with the settlement of the interest rate swaps.

(8)

Represents the elimination in purchase accounting of $6.0 of the historical deferred contract costs related to acquisition of ND’s customer contracts.

(9)

As part of the ND Transaction, warrants and performance shares granted to certain ND executives and employees will be cancelled in exchange for a cash payment equal to the excess of €217.50 over the exercise price of the respective awards in the case of the warrants and €217.50 in the case of the performance shares. The cash payment related to the portion of these awards for which service has been provided is included as cash consideration. The payment of $17.5 related to the portion of these awards for which service has not been provided is reflected as an adjustment to accumulated deficit.

(10)

Reflects adjustments to account for transaction costs of $75.5 related to the ND Transaction, net of tax.

(11)

Represents the reclassification of ND’s historic deferred tax balances to conform to the presentation under U.S. GAAP. The net impact resulted in $23.2 of long-term deferred tax assets being reclassified to current deferred tax assets and $22.3 of long-term deferred tax liabilities being reclassified to current deferred tax liabilities.

(12)

Reflects adjustments to eliminate ND’s common stock, additional paid-in capital, treasury stock, retained earnings and accumulated other comprehensive income of $21.4, $20.7, ($4.7), $696.7 and $64.2, respectively. In conjunction with the elimination of accumulated other comprehensive income, a current deferred tax liability related to unrealized foreign exchange losses of $1.5 was eliminated.

(13)

Reflects the realization of $14.8 of deferred tax assets for net operating losses which previously were not recorded under IFRS due to a full valuation allowance against the assets. Due to the deferred tax liability generated by the intangible assets recorded in purchase accounting, the combined company will be able to utilize the net operating losses.

(4)

ND Historical Income Statements Translated to U.S. Dollars

ND’s consolidated income statements for the three months ended March 31, 2015, year ended December 31, 2014, and three months ended March 31, 2014 are presented below in €EUR and $USD. ND’s consolidated income statements for the three months ended March 31, 2015, year ended December 31, 2014, and three months ended March 31, 2014 were translated to $USD using average rates of $1.128, $1.329 and $1.370, respectively. Certain reclassifications have been made to the ND historical income statements to conform to XPO presentation.

Norbert Dentressangle S.A.

Unaudited Condensed Combined Statement of Operations

(In millions)


	For the Three Months Ended March 31, 2015						For the Year Ended December 31, 2014						For the Three Months Ended March 31, 2014
	€EUR			$USD			€EUR			$USD			€EUR			$USD
Revenue	€	1,300.4		$	1,466.9		€	4,668.9		$	6,205.0		€	1,085.6		$	1,487.3
Operating expenses
Cost of transportation and services		619.8			699.1			2,376.8			3,158.8			569.5			780.2
Direct operating expense		524.2			591.3			1,771.2			2,353.9			400.4			548.5
Sales, general and administrative expense		116.0			130.8			364.6			484.6			91.6			125.5

Total operating expenses		1,260.0			1,421.2			4,512.6			5,997.3			1,061.5			1,454.2

Operating income		40.4			45.7			156.3			207.7			24.1			33.1

Other (income) expense		(3.7	)		(4.2	)		7.4			9.8			1.4			1.9
Interest expense		10.5			11.8			34.6			46.0			7.5			10.3

Income before income tax provision		33.6			38.1			114.3			151.9			15.2			20.9
Income tax provision		11.5			13.0			32.2			42.8			6.8			9.3

Net income		22.1			25.1			82.1			109.1			8.4			11.6
Non-controlling interests		(0.7	)		(0.8	)		(6.2	)		(8.2	)		(0.8	)		(1.1	)

Net income available to common shareholders	€	21.4		$	24.3		€	75.9		$	100.9		€	7.6		$	10.5

(5)

Description of ND Pro Forma Adjustments, as presented in the Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015

Represents certain adjustments to convert ND financial statements to U.S. GAAP and purchase price adjustments for the acquisition of ND:

(1)

To reclassify interest costs of ND’s defined benefit pension plans of $0.7, $6.4, $1.6 and $5.5 for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015 unaudited pro forma condensed combined statements of operations, respectively, from interest expense to direct operating expense and sales, general and administrative expense in accordance with U.S. GAAP. $0.5, $4.5, $1.1 and $3.9 was reclassified to direct operating expense and $0.2, $1.9, $0.5 and $1.6 was reclassified to sales, general and administrative expense, respectively, based on the geography of the related personnel costs.

(2)

To record pro forma depreciation and amortization expense. Depreciation expense of $1.2, $4.6, $1.2 and $4.6 was recorded in direct operating expense for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015 unaudited pro forma condensed combined statements of operations, respectively, on the portion of the purchase price allocated to property and equipment. Historical depreciation expense related to ND’s proprietary technology was $0.3, $0.6, $0.2 and $0.7 for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015, respectively. Amortization expense of $29.1, $121.3, $30.3 and $120.1 was recorded in sales, general and administrative expense for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015 unaudited pro forma condensed combined statements of operations, respectively, on the portion of the purchase price allocated to intangible assets. Historical amortization expense of ND’s identifiable intangible assets was $7.0, $21.7, $3.7 and $25.0 for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014 and twelve months ended March 31, 2015, respectively. The pro forma adjustments reflect the incremental increases to depreciation and amortization expense. Pro forma depreciation and amortization is calculated as follows:


					Estimated Depreciation/Amortization (a)
	Preliminary Fair Value		Estimated Weighted Average Life (years)		For the 3 months ended March 31, 2015		For the 12 months ended December 31, 2014		For the 3 months ended March 31, 2014		For the 12 months ended March 31, 2015
Customer relationships		1,100.0		14.00	$	26.0	$	93.3	$	23.3	$	96.0
Trade name covenants		42.0		3.00		2.4		25.3		6.3		21.4
Non-compete agreements		5.3		2.00		0.7		2.7		0.7		2.7

	$	1,147.3			$	29.1	$	121.3	$	30.3	$	120.1


Technology	$	23.0		5.00	$	1.2	$	4.6	$	1.2	$	4.6

	$	23.0			$	1.2	$	4.6	$	1.2	$	4.6



Total depreciation and amortization expense					$	30.3	$	125.9	$	31.5	$	124.7

(a)

For the customer relationships and trade name covenants intangible assets, amortization expense has been calculated in proportion to the weight of the undiscounted cash flows used to determine the fair value of the respective asset. For the remaining intangible assets, amortization expense has been calculated using the straight-line method over the estimated useful life.

The following table shows a sensitivity analysis of the effect on pro forma amortization expense if the intangible assets change by $250.0:


	For the Three Months Ended March 31, 2015		For the Twelve Months Ended December 31, 2014		For the Three Months Ended March 31, 2014		For the Twelve Months Ended March 31, 2015
Pro forma intangible assets	$	29.1	$	121.3	$	30.3	$	120.1
Decrease of $250.0	$	23.2	$	100.1	$	25.0	$	98.3
Increase of $250.0	$	35.0	$	142.5	$	35.6	$	141.9

(3)

Represents the income tax effect of the pro forma adjustments calculated using an estimated weighted-average statutory tax rate of 28.5% for ND.

(4)

Represents the adjustment to basic and diluted weighted average shares outstanding for the effect of 27,999,995 shares issued in conjunction with the contemplated equity issuance described above in balance sheet footnote 5.

(5)

To remove historic interest expense related to the corporate bank debt repaid and interest rate swaps settled as part of the ND Transaction and the amortization of deferred financing costs eliminated in purchase accounting of $7.8, $28.9, $6.4 and $30.3 for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015 unaudited pro forma condensed combined statements of operations, respectively.

(6)

To record interest expense related to the February 2015 issuance of $400.0 aggregate principal amount of Senior Notes due 2019 used to fund a portion of the ND Transaction purchase price and the amortization of debt issuance costs and bond premium related to the $400.0 Senior Notes due 2019 of $5.0, $29.5, $7.4 and $27.1 for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015 unaudited pro forma condensed combined statements of operations, respectively.

(7)

To record interest expense related to the assumed debt issuance by XPO Logistics and amortization of the respective debt issuance costs described above in balance sheet footnote 4 of $33.1, $132.3, $33.1 and $132.3 for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015 unaudited pro forma condensed combined statements of operations, respectively. The pro forma adjustments assume an interest rate on the debt of 6.25%. The following table shows a sensitivity analysis of the effect of a 1/8% change in the interest rate on pro forma interest expense:


	Assumed Interest Rate			For the Three Months Ended March 31, 2015		For the Twelve Months Ended December 31, 2014		For the Three Months Ended March 31, 2014		For the Twelve Months Ended March 31, 2015
Assumed interest rate		6.250	%	$	31.3	$	125.0	$	31.3	$	125.0
Decrease of 1/8%		6.125	%	$	30.6	$	122.5	$	30.6	$	122.5
Increase of 1/8%		6.375	%	$	31.9	$	127.5	$	31.9	$	127.5

(8)

As part of the ND Transaction, ND management entered into new employment agreements with XPO Logistics which provide for stock compensation. Based on the contractual nature of the agreements, the adjustments reflect the change in stock compensation expense under each arrangement. The new arrangements include service, market and performance-based conditions. Stock compensation under the new agreements was $2.0, $7.9, $2.0 and $7.9 for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015, respectively. ND had historic stock compensation and warrant expense of $0.7, $2.8, $0.7 and $2.8 for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015, respectively. The pro forma adjustments show the respective net increases to stock compensation expense of $1.3, $5.1, $1.3 and $5.1 for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015 unaudited pro forma condensed combined statements of operations, respectively.

(9)

To remove historic amortization of the deferred rent liability eliminated in purchase accounting of $0.9, $2.3, $0.7 and $2.5 for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015 unaudited pro forma condensed combined statements of operations, respectively.

(10)

To remove historic amortization of the deferred gain on sale leaseback transactions eliminated in purchase accounting of $0.0, $1.1, $0.0 and $1.1 for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015 unaudited pro forma condensed combined statements of operations, respectively.

(11)

To remove amortization of the deferred contract costs eliminated in purchase accounting of $(0.5), $(1.5), $(0.3) and $(1.7) for the three months ended March 31, 2015, year ended December 31, 2014, three months ended March 31, 2014, and twelve months ended March 31, 2015 unaudited pro forma condensed combined statements of operations, respectively.

(6)

New Breed Purchase Price

The fair value of the total consideration paid under the New Breed Merger Agreement was $615.9 and consisted of $585.8 of net cash paid at the time of closing, including an estimate of the working capital adjustment, and $30.1 of equity representing the fair value of 1,060,598 shares of the Company’s common stock at the closing market price of $32.45 per share on September 2, 2014 less a marketability discount on the shares issued due to a holding period restriction.

The purchase price allocation is considered final, except for the fair value of taxes and assumed liabilities. For illustrative purposes the allocation of the purchase price to the fair value of New Breed’s net assets acquired at the acquisition date of September 2, 2014 is presented as follows:


Description
Purchase price	$	615.9
Carrying value of New Breed net assets acquired		147.1
Plus: Fair value of trademarks/trade names		4.5
Plus: Fair value of contractual customer relationships asset		115.1
Less: Fair value of contractual customer relationships liability		(5.6	)
Plus: Fair value of non-contractual customer relationships		15.2
Plus: Fair value of acquired technology		19.6
Plus: Fair value adjustment to property and equipment		25.2
Plus: Asset for acquired favorable leasehold interests		2.0
Less: Liability for acquired unfavorable leasehold interests		(3.0	)
Less: Net deferred tax liability on step-up of net tangible and intangible assets		(57.3	)

Fair value of goodwill	$	353.1

(7)

Description of New Breed Pro Forma Adjustments, as presented for the 245 days ended September 2, 2014 in the year ended December 31, 2014 Unaudited Pro Forma Condensed Combined Statement of Operations, the three months ended March 31, 2014 in the three months ended March 31, 2014 Unaudited Pro Forma Condensed Combined Statement of Operations, and the 155 days ended September 2, 2014 in the twelve months ended March 31, 2015 Unaudited Pro Forma Condensed Combined Statement of Operations

Represents conforming reclassification adjustments to present New Breed historical financial information in line with the XPO Logistics presentation and purchase price adjustments for the merger with New Breed:

(1)

To reclassify net sales, general and administrative expense of $14.7, $5.6 and $9.1 for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively, to direct operating expense to conform to the XPO presentation. Historical information technology-related direct operating expense of $4.4, $1.7 and $2.7 for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively, was reclassified from direct operating expense to sales, general and administrative expense. The expense represents the cost of New Breed’s corporate information technology functions which XPO classifies as sales, general and administrative expense. Historical depreciation expense classified within sales, general and administrative expense of $19.1, $7.3 and $11.8 for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively, was reclassified from sales, general and administrative expense to direct operating expense. The expense represents the depreciation related to New Breed’s operating facilities which was previously classified in a separate line item on the historical statements of operations.

(2)

To record pro forma depreciation and amortization expense of $16.2, $6.1 and $10.1 for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively, on the portion of the purchase price allocated to tangible and intangible assets and liabilities. Historical depreciation expense related to New Breed’s proprietary technology was $2.9, $1.1 and $1.8 for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively. There was no historical amortization expense for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014. The pro forma adjustment reflects the incremental increase to depreciation and amortization expense of $13.3, $5.0 and $8.3 for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively. Pro forma depreciation and amortization is calculated as follows:


					Estimated Depreciation/Amortization (a)
	Fair Value		Estimated Weighted Average Life (years)		For the 245 days ended September 2, 2014		For the 3 months ended March 31, 2014		For the 155 days ended September 2, 2014
Trademarks / trade names	$	4.5		1.00	$	3.0	$	1.1	$	1.9
Non-contractual customer relationships		15.2		14.00		0.7		0.3		0.4
Contractual customer relationships asset		115.1		12.00		7.1		2.7		4.4

	$	134.8			$	10.8	$	4.1	$	6.7


Technology	$	19.6		4.00	$	3.3	$	1.2	$	2.1
Fair value adjustment to property and equipment		25.2		8.24		2.1		0.8		1.3

	$	44.8			$	5.4	$	2.0	$	3.4



Total depreciation and amortization expense					$	16.2	$	6.1	$	10.1

(a)

For the trademarks/trade names and contractual customer relationships intangible assets and liabilities, amortization expense has been calculated in proportion to the weight of the undiscounted cash flows used to determine the fair value of the respective assets and liabilities. For the remaining intangible assets, amortization expense has been calculated using the straight-line method over the estimated useful life.

(3)

Represents the income tax effect of the pro forma adjustments calculated using an estimated statutory tax rate of 39.0% (i.e., the United States statutory income tax rate of 35.0% plus an estimated blended state income tax rate of 4.0%).

(4)

Represents the adjustment to basic and diluted weighted average shares outstanding to account for the effects of the February 2014 equity issuance and the Pacer and New Breed Transactions as if they had occurred on January 1, 2014 for purposes of presenting earnings per share.

(5)

To remove historic interest expense related to the long-term debt not assumed in the New Breed Transaction and the amortization of deferred financing costs eliminated in purchase accounting of $19.0, $4.8 and $14.2 for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively.

(6)

The pro forma financial statements reflect the issuance of $500.0 of long-term debt to fund the New Breed Transaction. Net proceeds after fees were $489.6. To record interest expense related to the debt issuance by XPO Logistics and amortization of the respective debt issuance costs of $27.5, $10.2 and $17.3 for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively. The pro forma adjustments assume an interest rate on the debt of 7.875%.

(7)

To remove historic amortization of the deferred rent liability eliminated in purchase accounting of $(0.5), $0.0 and $(0.5) for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively.

(8)

To remove amortization of the deferred contract costs eliminated in purchase accounting of $(1.2), $(0.5) and $(0.7) for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively.

(9)

To record net amortization of acquired favorable and unfavorable leasehold interests recorded in purchase accounting of $0.0, $0.1 and $(0.1) for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively.

(10)

To remove historic stock compensation expense related to New Breed stock of $3.8, $0.0 and $3.8 for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively.

(11)

To record amortization of a loss contract recorded in purchase accounting of $(2.2), $(0.8) and $(1.4) for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively.

(12)

Represents the removal of $57.9, $0.0 and $57.9 for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively, of non-recurring deal costs incurred by New Breed in conjunction with the New Breed Transaction.

(13)

Represents the removal of $6.2, $0.0 and $6.2 for the 245 days ended September 2, 2014, three months ended March 31, 2014, and 155 days ended September 2, 2014 unaudited pro forma condensed combined statements of operations, respectively, of non-recurring deal costs incurred by XPO in conjunction with the New Breed Transaction.

(8)

Pacer Purchase Price

The purchase price of $331.5 and the allocation of the purchase price below are considered final. For illustrative purposes the allocation of the purchase price to the fair value of Pacer’s net assets acquired at the acquisition date of March 31, 2014 is presented as follows:


Description
Purchase price	$	331.5
Carrying value of Pacer net assets acquired		65.2
Plus: Fair value of trademarks / trade names		2.8
Plus: Fair value of non-compete agreements		2.3
Plus: Fair value of contractual customer relationships		66.3
Plus: Fair value of non-contractual customer relationships		1.0
Plus: Fair value of acquired technology		13.2
Less: Fair value adjustment to property and equipment		(2.5	)
Plus: Asset for acquired favorable leasehold interests		1.5
Less: Liability for acquired unfavorable leasehold interests		(3.9	)
Less: Net deferred tax liability on step-up of net tangible and intangible assets		(12.4	)

Fair value of goodwill	$	198.0

(9)

Description of Pacer Pro Forma Adjustments, as presented for the three months ended March 31, 2014 in the twelve months ended December 31, 2014 Unaudited Pro Forma Condensed Combined Statement of Operations and in the Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2014

Represents purchase price adjustments for the merger with Pacer as follows:

(1)

To record pro forma depreciation and amortization expense of $7.6 for the three months ended March 31, 2014 unaudited pro forma condensed combined statements of operations on the portion of the purchase price allocated to tangible and intangible assets. There was no historical intangible asset amortization expense recorded by Pacer for the three months ended March 31, 2014. Historical depreciation expense related to Pacer’s proprietary technology was $0.5 for the three months ended March 31, 2014. The pro forma adjustments are shown on a net basis. Pro forma depreciation and amortization is calculated as follows:


						Estimated
						Depreciation /
						Amortization (a)
	Fair Value			Estimated Weighted Average Life (years)		For the 3 months ended March 31, 2014
Trademarks / trade names	$	2.8			1.00	$	0.7
Non-compete agreements		2.3			6.00		0.1
Non-contractual customer relationships		1.0			14.00		—
Contractual customer relationships - # 1		25.8			8.00		0.8
Contractual customer relationships - # 2		39.5			3.00		5.2
Contractual customer relationships - # 3		1.0			3.00		0.1

	$	72.4				$	6.9


Technology	$	13.2			4.00	$	0.8
Fair value adjustment to property and equipment		(2.5	)		5.82		(0.1	)

	$	10.7				$	0.7



Total depreciation and amortization expense						$	7.6

(a)

For the trademarks/trade names and customer relationships intangible assets, amortization expense has been calculated in proportion to the weight of the undiscounted cash flows used to determine the fair value of the respective assets. For the remaining intangible assets, amortization expense has been calculated using the straight-line method over the estimated useful life.

(2)

As part of the Pacer Transaction, Pacer management entered into new employment agreements with XPO Logistics which provide for stock compensation. Based on the contractual nature of the agreements, the adjustments reflect the change in stock compensation expense under each arrangement. All new arrangements include only time-based awards. Stock compensation under the new agreements was $1.1 for the three months ended March 31, 2014. Pacer had historic stock compensation expense of $0.6 for the three months ended March 31, 2014. The pro forma adjustments show the respective net differences to stock compensation expense of $0.5.

(3)

Represents the income tax effect of the pro forma adjustments calculated using an estimated statutory tax rate of 37.5% (i.e., the United States statutory income tax rate of 35.0% plus an estimated blended state income tax rate of 2.5%).

(4)

To remove historic interest expense related to the amortization of deferred financing costs eliminated in purchase accounting of $0.1 for the three months ended March 31, 2014.

(5)

To remove historic amortization of the deferred planned major maintenance costs eliminated in purchase accounting of $0.3 for the three months ended March 31, 2014.

(6)

To remove historic amortization of the deferred gain on sale leaseback transactions eliminated in purchase accounting of $0.1 for the three months ended March 31, 2014.

(7)

To record net amortization of the favorable and unfavorable leasehold interests recorded in purchase accounting related to Pacer’s railcar, chassis and real property leases of $0.8 for the three months ended March 31, 2014. $0.7 was recorded through direct operating expense and $0.1 was recorded through sales, general and administrative expense, based on the nature of the respective leases.

(8)

Represents the removal of $15.8 of non-recurring deal costs incurred by Pacer in the three months ended March 31, 2014 in conjunction with the Pacer Transaction.

(9)

Represents the removal of $4.4 of non-recurring deal costs incurred by XPO in the three months ended March 31, 2014 in conjunction with the Pacer Transaction.

Exhibit 99.2

Exhibit 99.2

Report of Independent Auditors

Norbert Dentressangle S.A.

192, avenue Thiers

69457 Lyon cedex 6

France

We have audited the accompanying consolidated financial statements of Norbert Dentressangle S.A., which comprise the consolidated balance sheets as of December 31, 2014, 2013 and 2012, and the related consolidated income statements, consolidated statements of other comprehensive income, consolidated cash flow statements and consolidated statements of changes in equity for the years then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free of material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Norbert Dentressangle S.A. as of December 31, 2014, 2013 and 2012, and the consolidated results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

May 22, 2015

Lyon, France


/s/ Ernst & Young et Autres		/s/ Grant Thornton
Ernst & Young et Autres		Grant Thornton
Daniel Mary-Dauphin		Robert Dambo
Partner		Partner

FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

1.1. CONSOLIDATED INCOME STATEMENT


€000	Note		31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Revenues		1.6.5 1.6.6.a		4,668,846			4,031,858			3,880,268

Other purchases and external costs				(2,916,205	)		(2,496,322	)		(2,375,849	)
Staff costs				(1,407,126	)		(1,237,537	)		(1,202,225	)
Taxes, levies and similar payments				(48,820	)		(43,743	)		(46,086	)
Amortisation and depreciation charges				(121,858	)		(117,047	)		(121,324	)
Other operating expenses (income)				(346	)		2,808			4,357
(Gains)/losses on sales of operating assets				3,025			3,504			3,000
Restructuring costs				(14,257	)		(13,792	)		(2,748	)
Fixed assets gains or losses				4,646			11,926			2,243

EBITA		1.6.6.b		167,906			141,655			141,636

Amortisation of allocated Customer Relations				(12,185	)		(6,525	)		(6,667	)
Negative goodwill and goodwill impairment				618			—			(5,500	)

EBIT		1.6.5.a 1.6.6.b		156,339			135,130			129,469

Net interest expense		1.6.10.b		(29,876	)		(21,405	)		(25,716	)
Net exchange gains/losses		1.6.10.b		(229	)		(1,126	)		(2,406	)
Other financial items		1.6.10.b		(11,001	)		(4,128	)		(4,112	)

Group pre-tax income				115,234			108,471			97,237

Income tax		1.6.12		(32,191	)		(36,637	)		(26,795	)
Group share of earnings of companies treated under the equity method		1.6.11.a		(959	)		(1,477	)		8

Net income				82,083			70,357			70,450

Non-controlling interests				6,188			257			778

Net income group share				75,895			70,100			69,672

Earnings per share
Basic EPS on net income for the year		1.6.13.b		7.75			7.20			7.28
Diluted EPS on net income for the year		1.6.13.b		7.67			7.06			7.19

The accompanying footnotes are an integral part of the consolidated financial statements.

FINANCIAL STATEMENTS

1.2. CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME


€000	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Net income		82,083			70,357			70,450
Translation adjustments		26,815			(4,475	)		7,084
Gains and losses on revaluation of financial instruments		(1,964	)		10,025			(1,685	)
Tax on financial instruments and translation adjustments		1,137			(3,824	)		868
Other		(75	)		27			(50	)

Sub-total of items recyclable to profit or loss		25,913			1,753			6,217

Actuarial gains and losses on employee benefits		35,637			(50,170	)		(12,559	)
Tax impact		(7,135	)		8,024			1,160

Sub-total of items not recyclable to profit or loss		28,502			(42,146	)		(11,399	)

Other items amounts posted to shareholders’ equity		54,415			(40,393	)		(5,182	)

Total comprehensive income		136,498			29,964			65,268

Attributable to:
Non-controlling interests		5,471			143			774
Parent company shareholders		131,027			29,821			64,494

The accompanying footnotes are an integral part of the consolidated financial statements.

FINANCIAL STATEMENTS

1.3. CONSOLIDATED BALANCE SHEET

ASSETS


€000	Note		31 Dec. 2014		31 Dec. 2013		31 Dec. 2012
Goodwill		1.6.8.a		975,079		599,951		549,447
Intangible fixed assets		1.6.8.b		350,984		133,128		110,840
Tangible fixed assets		1.6.8.c		570,162		532,849		583,676
Investments in associated companies		1.6.11.a		2,087		2,877		4,427
Other non-current financial assets		1.6.10.a		55,841		33,146		28,518
Deferred tax assets		1.6.12		63,992		53,347		47,750

Non-current assets				2,018,145		1,355,298		1,324,658

Inventories		1.6.6.c		19,404		14,049		14,688
Trade receivables		1.6.6.e		886,447		775,879		622,374
Current tax receivable		1.6.6.e		38,558		17,621		12,079
Other receivables		1.6.6.e		164,774		141,743		129,141
Other current financial assets		1.6.10.a		18,778		—		—
Cash and cash equivalents		1.6.10.a		209,085		396,622		255,877

Current assets				1,337,046		1,345,914		1,034,159

Total assets				3,355,191		2,701,212		2,358,817

LIABILITIES


€000	Note		31 Dec. 2014		31 Dec. 2013 adjusted			31 Dec. 2012 adjusted
Share capital		1.6.13		19,672		19,672			19,672
Share premium				19,132		19,077			18,891
Translation adjustments				5,147		(22,464	)		(18,103	)
Consolidated reserves		1.6.13		544,238		457,742			428,972
Net income for the financial year				75,895		70,100			69,672

Shareholders’ equity group share				664,084		544,127			519,107

Non-controlling interests				27,156		27,595			3,251

Shareholders’ equity				691,240		571,722			522,358

Long-term provisions		1.6.9		143,620		190,583			147,166
Deferred tax liabilities		1.6.12		143,275		73,802			72,646
Long-term borrowings		1.6.10.a		1,050,647		742,884			581,068
Other non-current liabilities		1.6.10.a		25,569		17,451			20,506

Non-current liabilities				1,363,111		1,024,720			821,386

Short-term provisions		1.6.9		20,040		20,605			22,364
Short-term borrowings		1.6.10.a		160,988		102,507			154,534
Other current borrowings		1.6.10.a		36,213		9,330			16,726
Bank overdrafts		1.6.10.a		14,520		7,200			8,837
Trade payables		1.6.6.f		655,860		601,548			503,028
Current tax payable		1.6.6.f		11,224		11,528			11,032
Other debt		1.6.6.f		401,995		352,052			298,553

Current liabilities				1,300,840		1,104,770			1,015,074

Total liabilities				3,355,191		2,701,212			2,358,817

The accompanying footnotes are an integral part of the consolidated financial statements.

FINANCIAL STATEMENTS

1.4. CONSOLIDATED CASH FLOW STATEMENT


€000	Note		31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Net income Group Share				75,895			70,100			69,672
Depreciation and provisions				131,792			115,921			121,298
Net financial costs on financing transactions				30,103			23,897			28,379
Other financial items				11,004			3,171			(2,088	)
Non-controlling interests and group share of earnings of companies under the equity method				7,147			1,734			770
Corporate income tax (income) / expense				32,191			36,637			26,795
EBITDA				288,132			251,460			244,826
Capital gains or losses on disposals of fixed assets				(7,515	)		(15,450	)		(5,220	)
Other adjustments				829			(475	)		294
Corporate income tax paid				(57,984	)		(45,414	)		9,363
Free cash flow after tax paid				223,462			190,121			249,263
Inventories				(845	)		2,943			986
Trade receivables				(4,516	)		(63,270	)		30,458
Trade payables				34,613			21,966			(13,905	)
Change in operating working capital				29,252			(38,361	)		17,539
Social security receivables and payables				8,471			5,379			3,607
Tax receivables and payables				(18,656	)		10,341			(13,752	)
Other receivables and payables				(3,937	)		(7,444	)		1,750
Change in non-operating working capital (excl. corporate income tax)				(14,122	)		8,276			(8,395	)
Change in a supportive working capital (excl. corporate income tax)				15,130			(30,085	)		9,144
Change in Pension Funds				(21,922	)		(10,385	)		(11,174	)

Net cash flow from operations		1.6.5.a		216,670			149,651			247,233

Sales of intangible and tangible fixed assets				49,866			93,941			87,929
Acquisition of intangible and tangible fixed assets				(138,572	)		(119,843	)		(133,360	)
Receivables on sales of fixed assets				539			(1,308	)		1,789
Payables on acquisitions of fixed assets				3,115			15,657			(26,793	)
Sales of financial assets				116			103			13
Net cash flow from company acquisitions and sales		1.6.4.c		(583,239	)		(54,123	)		(3,086	)

Net cash flow from investment transactions				(668,175	)		(65,573	)		(73,508	)

Net cash flow				(451,505	)		84,078			173,725
Dividends paid to parent company shareholders				(18,575	)		(14,579	)		(12,056	)
Net new loans				427,775			567,389			144,337
Capital increase/(reduction)				1,829			4,438			—
Treasury shares				347			6,918			(3,181	)
Other financial assets/liabilities				907			—			4,052
Repayment of loans				(128,217	)		(481,547	)		(189,772	)
Net financial costs on financing transactions				(30,103	)		(23,897	)		(28,379	)

Net cash flow from financing transactions				253,963			58,722			(84,999	)

Exchange differences on foreign currency transactions				2,685			(419	)		904
Change in cash				(194,857	)		142,381			89,630

Opening cash and cash equivalents				389,422			247,041			157,410
Closing cash and cash equivalents		1.6.10.a		194,565			389,422			247,040
Change in cash (closing—opening)				(194,857	)		142,381			89,630

The accompanying footnotes are an integral part of the consolidated financial statements.

FINANCIAL STATEMENTS

1.5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


€000	Share capital		Share premium		Undistributed reserves			Other reserves			Earnings			Translation adjustments			Shareholders’ equity, Group share			Non-controlling interests			TOTAL Shareholders’ equity
At 31 December 2011		19,672		18,891		422,244			(24,019	)		60,394			(25,191	)		471,991			2,851			474,842
Appropriation of earnings		—		—		60,394			—			(60,394	)		—			—			—			—
Dividends paid		—		—		(12,027	)		—			—			—			(12,027	)		(29	)		(12,056	)
Net profit for the year		—		—		—			—			69,672			—			69,672			778			70,450
Other comprehensive income		—		—		(11,399	)		(867	)		—			7,088			(5,178	)		(4	)		(5,182	)
(Acquisitions) disposals of treasury shares		—		—		(40	)		(3,142	)		—			—			(3,182	)		—			(3,182	)
Capital increase		—		—		—			—			—			—						—			—
Share-based remuneration		—		—		501			—			—			—			501			—			501
Changes in consolidation		—		—		(4,252	)		—			—			—			(4,252	)		(345	)		(4,597	)
Other variations		—		—		22			—			—			—			22			—			22

At 31 December 2012		19,672		18,891		455,443			(28,028	)		69,672			(18,103	)		517,547			3,251			520,798

IFRIC 21		—		—		1,560			—			—			—			1,560			—			1,560

At 31 December 2012 adjusted		19,672		18,891		457,003			(28,028	)		69,672			(18,103	)		519,107			3,251			522,358

Appropriation of earnings		—		—		69,672			—			(69,672	)		—			—			—			—
Dividends paid		—		—		(14,388	)		—			—			—			(14,388	)		(191	)		(14,579	)
Net profit for the year		—		—					—			70,100			—			70,100			257			70,357
Other comprehensive income		—		—		(42,146	)		6,228			—			(4,361	)		(40,279	)		(114	)		(40,393	)
(Acquisitions) disposals of treasury shares		—		—		325			8,302			—			—			8,627			—			8,627
Capital increase		—		186		(69	)		—			—			—			117			2,713			2,830
Share-based remuneration		—		—		719			—			—			—			719			—			719
Changes in consolidation		—		—					—			—			—			—			22,047			22,047
Other variations		—		—		124			—			—			—			124			(368	)		(244	)

At 31 December 2013 adjusted		19,672		19,077		471,240			(13,498	)		70,100			(22,464	)		544,127			27,595			571,722

Appropriation of earnings		—		—		70,100			—			(70,100	)		—			—			—			—
Dividends paid		—		—		(15,588	)		—			—			—			(15,588	)		(2,991	)		(18,579	)
Net profit for the year		—		—					—			75,895			—			75,895			6,188			82,083
Other comprehensive income		—		—		27,980			(459	)		—			27,611			55,132			(717	)		54,415
(Acquisitions) disposals of treasury shares		—		—		102			2,011			—			—			2,113			—			2,113
Capital increase		—		55		60			—			—			—			115			—			115
Share-based remuneration		—		—		1,709			—			—			—			1,709			—			1,709
Impact of changes in the consolidation method		—		—		691			—			—			—			691			(2,689	)		(1,998	)
Other variations		—		—		(110	)		—			—			—			(110	)		(230	)		(340	)

At 31 December 2014		19,672		19,132		556,184			(11,946	)		75,895			5,147			664,084			27,156			691,240

The accompanying footnotes are an integral part of the consolidated financial statements.

FINANCIAL STATEMENTS

1.6. Notes to the consolidated financial statements

1.6.1. General information regarding the issuer

Norbert Dentressangle is a Société Anonyme (French public limited company) with an Executive Board and a Supervisory Board, subject to the provisions of the French Commercial Code and with registered office at 192 Avenue Thiers—69457 Lyon Cedex 06—France.

The Company is listed on the Paris and London stock exchanges on the Euronext market, compartment A.

The Group financial statements were approved by the Executive Board on 22 May 2015.

The Group’s businesses are Transport, Logistics and Air & Sea.

1.6.2. Significant events

•

Jacobson Companies acquisition

On 27 August 2014, the Group purchased the entire share capital of US logistics and transportation firm Jacobson Companies from private equity firm Oak Hill Capital Partners.

The transaction amounted to $750 million (€560 million) on a debt-free and cash-free basis, including previous debt owing to the former parent company, plus a potential earn-out based on 2014 earnings which is capped. Funding for the purchase came from a combination of the Group’s own cash resources and drawing on available lines of credit.

Founded in 1968 with head office in Des Moines, Iowa, Jacobson Companies features among the top logistics & transportation operators in North America. The company has 5,500 employees, integrated transportation and logistics resources, annual revenues of some $800 million and a 2013 EBITDA margin of 9.5%.

Jacobson Companies is a profitable company focusing on world class operations and is backed by a broad and well balanced customer base. The company has two divisions operating throughout North America. In Logistics, at 31 December 2014, the company had 155 warehouses totalling 3.7 million square metres, and in Transport, had 383 tractor units and 1,238 trailers.

The company comes with in-depth expertise and high market shares in food and beverage products, chemicals, agri-science, consumer goods and appliances.

Jacobson Companies serves over 1,800 US customers with high value-added services including co-packing, co-manufacturing, reverse logistics, etc.

The full accounting impact of the acquisition is described under Note 1.6.4.b Change in Consolidation Scope.

•

Acquisition of Groupe Norbert Dentressangle by XPO Logistics

On April 28, 2015, XPO Logistics Inc. and the Dentressangle family announced that they had entered into a definitive agreement for XPO Logistics to acquire a majority interest in Norbert Dentressangle SA and launch a tender offer for the remaining shares.

FINANCIAL STATEMENTS

From a contractual standpoint, the main consequences of this change in ownership are the following:

•

A portion of Groupe Norbert Dentressangle existing debt corresponding to the corporate financial debt (M€ 868.7 as of 3/31/2015 / M€ 840 as of 12/31/2014) will be accelerated and will have to be reimbursed to the lenders a few days after the closing date, unless current discussion with the lenders result in waivers of such acceleration. Absent such waivers, (i) the related capitalized debt issuance costs (M€ 4.9 as of 3/31/2015 / M€ 5.3 as of 12/31/2014) will have to be charged to P/L (no cash impact) (ii) the fair value of the related hedging instruments (M€ -4.6 as of 3/31/2015 / M€ -3.7 as of 12/31/2014) will also have to be reclassified to P/L (iii) the loans reimbursed will have to be refinanced with financial resources brought by XPO Logistics.

•

The terms and conditions of the share-based awards granted to managers (share warrants and performance shares) will be modified, resulting in a shorter vesting period (acceleration).

Besides, the identification of change in ownership clauses in the contracts with our customers and the tenants of the premises rented by the group is still in process; however, no significant impact is expected.

The acquisition by XPO being expected to close in June 2015, the consequences of the change in ownership have not been accounted for in the consolidated balance sheet as of December 31, 2014 and consolidated income statement for the year then ended and are disclosed in the present financial statements, in accordance with IAS 10—events after the reporting period.

1.6.3. General accounting policies

a) Consolidation principles

The financial statements have been prepared in accordance with IFRS as published by the International Accounting Standards Board (IASB).

The 2014, 2013 and 2012 consolidated financial statements have been drawn up in euros, i.e. the Group’s operational currency, and are stated in thousands of euros (€000).

b) Change in accounting principles and methods

The accounting policies applied for the preparation of the financial statements are identical to those applied for the preparation of the financial statements for the year ended 31 December 2013 with the addition of the following new standards and interpretations, which became mandatory as from 1 January 2014:

•

IAS 32 amended: Financial Instruments

•

IAS 36 amended: Recoverable amount disclosures for non-financial assets.

•

IAS 39 amended: Novation of Derivatives and Continuation of Hedge Accounting.

None of these new standards or amendments have a material impact on the Group’s earnings and financial position, or on the presentation of the financial statements and financial information.

The Group has not applied any other standards, interpretations or amendments, as adopted by the IASB, for which their mandatory date of application is after 31 December 2014.

•

IAS 16 and IAS 38 amended: Methods of Depreciation and Amortisation.

•

IAS 19 amended: employee contributions.

•

IFRS 10 and IAS 28 amended: sale/ transfer of assets/ businesses to an associate.

FINANCIAL STATEMENTS

•

IFRS 15 : revenue from contracts with customers

•

IFRS 9 : financial instruments

•

IFRS 9 : hedge accounting and amendments to IFRS 9, IFRS 7 and IAS 39

•

Improvements to IFRS : 2010 – 2012 cycle ; 2011 – 2013 cycle ; 2012-2014 cycle.

•

IFRS 11 : accounting for acquisitions of intererests in joint operations

•

IAS 1 : disclosure initiative

c) Estimates and judgments

In order to draw up its financial statements, the Group must make certain estimates and assumptions that can affect the financial statements. The Group periodically reviews its estimates and assessments to take into account past experience and other factors deemed to be relevant in light of economic conditions. The financial statements reflect the best estimates based on available information as at the balance sheet date. Depending on changes in these various assumptions or conditions, the amounts recorded in its future financial statements may differ from current estimates.

Material estimates and assumptions applied in preparing the 2014 financial statements principally relate to:

•

Measuring the recoverable amount of tangible and intangible assets including goodwill,

•

Estimating provisions, specifically measuring assets and liabilities from retirement commitments,

•

Valuing customer relations,

•

Valuing financial instruments;

•

Recognising deferred tax assets.

d) Currency conversion

•

Recording foreign currency transactions in the financial statements of consolidated companies

Foreign-currency transactions recognised in the income and expenditure statements are converted by applying the exchange rate prevailing on the date of the transaction. Monetary items recognised in the balance sheet are converted by applying the exchange rate prevailing on the balance sheet date. Any resulting foreign exchange differences are recorded in the income statement.

Some loans receivable and borrowings denominated in foreign currencies are essentially treated as forming an integral part of the net investment in subsidiaries operating in a non-euro currency, if the related repayment is not planned or probable in the foreseeable future. Exchange differences net of tax on said loans receivable and borrowings are posted to exchange gains/losses under other comprehensive income. This specific accounting method applies until final disposal of the net investment or repayment of said loans receivable and borrowings becomes highly probable.

•

Translation of financial statements of foreign subsidiaries

The balance sheets of foreign companies with non-euro operational currencies are translated into euros at the exchange rate prevailing on the balance sheet date and their income statements are translated at the average rate for the financial year. Any resulting conversion adjustment is recognised in shareholders’ equity as “Translation adjustments”.

FINANCIAL STATEMENTS

In the event of disposal of an entity, translation adjustments are recorded as income for the financial year.

Goodwill is tracked in the currency of the relevant subsidiary.

None of the Group’s significant subsidiaries are located in a high-inflation country.

1.6.4. Scope of consolidation

a) Accounting policies for determining consolidation scope

The consolidated financial statements comprise the financial statements of companies exclusively controlled, whether directly or indirectly, by Norbert Dentressangle S.A., the Group’s holding company.

The balance sheet dates of the various entities comply with those set by the Group.

The scope of consolidation is detailed in note 1.6.14.

•

Exclusive control

Control is the power to directly or indirectly direct the financial and operating policies of a firm so as to derive benefits from its activities. Control is generally deemed to exist where the Group holds over half of the voting rights in the controlled company. The financial statements of subsidiaries are included in the consolidated financial statements as of the date of transfer of effective control until the date on which control ceases.

The Group consolidates French special-purpose entities solely intended to finance road tractors. These entities, referred to as “Locad” entities, are economic interest groupings (EIGs) and are majority owned by a banking pool. They purchase a vehicle fleet meeting the Group’s requirements and finance same by means of loans from a banking pool. The vehicles are exclusively leased to the various French user companies. Given that these entities operations are directly controlled and that said entities are exclusively used by the Group, pursuant to IFRS 10, they are consolidated under the full consolidation method.

These companies have been granted firm buy-back commitments from the manufacturers of these motor vehicles.

•

Joint control

Companies that the Group controls jointly with a limited number of partners pursuant to a contractual agreement are consolidated by applying the equity method.

•

Significant influence

Associated companies are those over which the Group exercises significant influence regarding financial and operational policies, without exercising control. Where an investor directly or indirectly holds at least 20% of the voting rights in the company held, it is deemed to have significant influence, unless otherwise clearly shown.

Companies over which the Group exercises significant influence are accounted for under the equity method.

All of the companies in which the Group holds majority control are consolidated, without any exception.

FINANCIAL STATEMENTS

•

Acquisition of minority interests

Additional acquisitions of minority interests in entities in which the Group already holds a controlling interest will be directly taken to shareholders’ equity.

b) Change in scope of consolidation

According to IFRS 3 revised, the consideration paid (i.e. the acquisition cost) is measured at fair value of the equity shares issued and assets and liabilities transferred as at the transaction date. The acquired company’s identifiable assets and liabilities are stated at fair value as at the acquisition date. Costs directly attributable to the takeover are now posted to financial expenses.

The current versions of IFRS 10 and IAS 32 oblige groups to record any commitments to purchase minority interests under financial debt. The Group has opted to record to shareholders’ equity the difference between the discounted fair value of the stock option exercise price and the value of the minority interests posted to liabilities.

Consolidated reserves are adjusted every year for changes in the difference between the discounted fair value of the stock option exercise price and the value of the minority interests. This treatment, which would be adopted if the options were exercised currently, is the method that best reflects the substance of the transaction.

•

Jacobson Companies acquisition—Allocation of purchase price

The currently provisional purchase price allocation is as follows:


€000	Jacobson Companies
Customer relations amortised over 20 years^(a)		207,298
Other non-current assets		81,187
Current assets		95,619
Current liabilities		(41,572	)
Deferred tax liabilities		(67,850	)
(Net debt)/ Net cash^(b)		(336,147	)
Total revalued net assets		(61,465	)
Group share of revalued net assets acquired		(61,465	)
Purchase price^(c)		268,205
Goodwill		329,670

(a)	Valued by an independent appraisal.

(b)	Including €320 million payable owing to NDL Holding USA replacing the former debt owing to the previous parent company.

(c)	The purchase price includes a price addition at fair value that will be revalued at every balance sheet date. The price addition is based on a multiple of EBITDA amounting to a maximum of €60 million.

At 31 December 2014, the purchase price allocation per CGU of the identifiable assets and liabilities is currently under review and may change.

FINANCIAL STATEMENTS

•

Jacobson Companies acquisition—pro forma results

Pro forma results as if Jacobson Companies had been consolidated from 1 January 2014, i.e. including results from 1 January to 27 August 2014:

€000

31 Dec. 2014

Jacobson Activity
01 Jan. to 27 Aug. 2014
(unaudited)

12 months Pro forma
Norbert Dentressangle
+ Jacobson 31 Dec. 2014
(unaudited)

REVENUES

4,668,846

388,725

5,057,571

EBITA

167,906

34,661

202,567

Amortisation of customer relations and negative goodwill

(11,567

)

(6,703

)

(18,269

)

EBIT

156,339

27,959

184,298

In the period from 27 August to 31 December 2014, Jacobson Companies reported revenues of €198.8 million, operating profit before goodwill of €13.5 million and operating profit of €9.9 million.

c) Statement of cash flows

Cash flow due to acquisitions—primarily Jacobson Companies—and sales of subsidiaries breaks down as follows:


€000	31 Dec. 2014
Net cash outflow from purchases / sales of subsidiaries		(590,035	)
Net cash inflow from cash belonging to subsidiaries purchased / sold		6,796
Net cash flow from purchases and sales of subsidiaries		(583,239	)

d) Off-balance sheet commitments of Group companies

€000

31 Dec. 2014

31 Dec. 2013

31 Dec. 2012

Commitments given

Purchase of investments

n/a

see below

Warranties against claims

25,677

24,189

25,007

•

Commitments relating to the acquisition of shares

The pledge of the NDT SAS securities as a guarantee for the syndicated credit facilities that financed the acquisition of Christian Salvesen Ltd was released following the Group’s refinancing transactions in December 2013.

•

Warranties against claims

The Group has given liability guarantees for the sale of the Dagenham UK site.

Excess amounts: €0.1 million.

€000

31 Dec. 2014

31 Dec. 2013

31 Dec. 2012

Commitments received

Warranties against claims

137,162

40,589

31,268

FINANCIAL STATEMENTS

•

Liability guarantees received

The Group has been granted liability guarantees for the following acquisitions: TDG, Hopkinson, Daher’s Air & Sea business, Fiege’s logistics and transport businesses in Italy and Spain, eight MGF businesses and Jacobson Companies.

Liability guarantees received:

Excess amounts: €9.7 million

The guarantee cap at the end of 2014 amounted to €137.1 million (of which €40 million expires in 2018 and €92.2 million in 2020).

This cap may be increased by €20.1 million in the event of fraud.

The Group has received liability guarantees for the purchase of APC: 100% compensation on all statements (no excess, cap or time limit).

The Group has also received guarantees for the John Keells acquisition, which apply as of 31 October 2012 for three years (no excess or cap).

1.6.5. Operating segment

In accordance with IFRS 8 “Operating Segment”, segment data below is based on management reports used by the Executive Board to review results and allocate resources to the various segments. The Executive Board is the “chief operating decision maker” as referred to under IFRS 8.

Norbert Dentressangle has four different types of company, as follows:

•

Transport operating companies, whose role is to operate a vehicle fleet and its drivers in order to transport goods in line with customer needs.

•

Logistics operating companies, whose role is to provide storage services, while also offering additional services such as order preparation, product customisation and tracing, quality control, distribution channel management and reverse logistics.

•

Air & Sea operating companies, new business launched in 2010, whose role is to provide international organisational freight forwarding services.

•

So-called services companies, whose role is to provide the operating companies with services so that they can focus on their core business. These companies include the Group’s holding company and the country holding companies which assist the Group in terms of strategy and communication.

FINANCIAL STATEMENTS

The weighting of the three Group businesses is given in the segment information below.

a) Key indicators per operating segment


M€	Transport			Logistics			Air & Sea			Elimination of inter segment transactions			Total
Revenue
31 Dec. 2012		2,038			1,783			143			(84	)		3,880
31 Dec. 2013		2,014			1,950			145			(77	)		4,032
31 Dec. 2014		2,188			2,359			206			(84	)		4,669
Inter-segment revenue
31 Dec. 2012		(77	)		(11	)		(4	)		8	^(*)		(84	)
31 Dec. 2013		(67	)		(7	)		(3	)		—			(77	)
31 Dec. 2014		(71	)		(11	)		(2	)		—			(84	)

(*)	Including revenues of UK Dagenham site, sold on 1 October 2012.


M€	Transport		Logistics		Air & Sea			Other activities		Total
EBIT
31 Dec. 2012		53.0		72.4		1.2			2.9		129.5
31 Dec. 2013		51.3		82.4		1.4			—		135.1
31 Dec. 2014		57.2		96.2		2.9			—		156.3
Operating cash flow
31 Dec. 2012		136.5		112.2		(1.5	)		—		247.2
31 Dec. 2013		88.7		65.2		(4.2	)		—		149.7
31 Dec. 2014		96.3		123.3		(2.9	)		—		216.7

	Transport		Logistics		Air & Sea					Total
Staff
31 Dec. 2012		13,591		18,234		599					32,424
31 Dec. 2013		13,438		23,577		724					37,739
31 Dec. 2014		14,046		27,777		645					42,468
Number of motor vehicles
31 Dec. 2012		6,111		1,256		—					7,367
31 Dec. 2013		6,025		1,962		—					7,987
31 Dec. 2014		6,313		1,396		—					7,709
Number of m²
31 Dec. 2012		564		5,604		—					6,168
31 Dec. 2013		621		7,209		—					7,830
31 Dec. 2014		596		9,778		—					10,374

FINANCIAL STATEMENTS

b) Information per geographic region


M€	France		United Kingdom		United States		Spain		Other		Total
Revenue⁽¹⁾
31 Dec. 2012		1,596		1,236		24		390		634		3,880
31 Dec. 2013		1,611		1,218		21		421		761		4,032
31 Dec. 2014		1,690		1,343		225		556		855		4,669
Fixed assets⁽²⁾
31 Dec. 2012		432		483		4		154		171		1,244
31 Dec. 2013		409		436		3		187		231		1,266
31 Dec. 2014		391		466		644		185		210		1,896

(1)	The “other” main countries are Belgium, Italy, Netherlands, Poland, Romania and Russia.

(2)	Goodwill, intangible and tangible fixed assets.


	France		United Kingdom		United States		Spain		Other		Total
Staff
31 Dec. 2012		12,584		12,709		46		1,174		5,911		32,424
31 Dec. 2013		12,824		14,688		39		2,942		7,246		37,739
31 Dec. 2014		12,588		14,920		4,974		2,825		7,161		42,468
Number of motor vehicles
31 Dec. 2012		4,089		1,718		—		96		1,464		7,367
31 Dec. 2013		3,863		1,702		—		98		2,324		7,987
31 Dec. 2014		3,675		1,908		383		87		1,656		7,709
Number of m²
31 Dec. 2012		2,113		2,458		—		239		1,358		6,168
31 Dec. 2013		2,142		3,456		—		554		1,678		7,830
31 Dec. 2014		2,354		1,792		3,718		663		1,847		10,374

1.6.6. Operating data

a) Revenues

Revenue from ordinary activities is recognised where it is likely that future economic benefits will accrue to the Group and this income can be assessed reliably. Such income is assessed at the fair value of the consideration to be received.

Income from the provision of services provided is recognised as of completion of the contractually agreed assignments.

b) Operating income

•

EBIT (Earnings Before Interest and Taxes)

EBIT represents earnings before Group share of associated companies’ profits, interest and tax.

•

EBITA (Earnings Before Interest, Taxes and Amortisation)

EBITA represents earnings before amortisation and impairment of intangible assets from acquisitions, goodwill impairment and recognition of negative goodwill.

FINANCIAL STATEMENTS

•

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation)

EBITDA is defined as operating profit before depreciation, amortisation, impairment and provisions for risks and charges. Expenses from share-based pay (see Note 1.6.7.b) are included within EBITDA.

•

Reconciliation of EBITDA with EBIT


€000	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
EBITDA		288,132			251,460			244,826
Amortisation and depreciation charges		(121,858	)		(117,047	)		(121,324	)
Provision charges and reversals		1,632	⁽¹⁾		7,241			18,134
EBITA		167,906			141,655			141,636
Amortisation of customer relations		(12,185	)		(6,525	)		(6,667	)
Negative goodwill and impairment of goodwill		618			—			(5,500	)
EBIT		156,339			135,130			129,469

(1)	The €1,632,000 are broken down in the consolidated income statement as follows: €2,426,000 under “Other purchases and external costs”, €2,262,000 under “Other operating expenses (income)”, €(1,341,000) under “Restructuring costs” and €(1,715,000) under “Staff costs”.

c) Inventories

Inventories are stated at cost using the average weighted cost method.

At 31 December 2014, inventories stood at €19.4 million compared to €14 million at 31 December 2013 and €14.7 million at 31 December 2012. Inventories largely consist of diesel, vehicle spare parts and various consumables for the Logistics business.

d) Commodities risk

In conjunction with its Transport, Logistics and Air & Sea business, the Group is exposed to fluctuations in the oil price.

The price of fuel in Europe depends on movements in the oil price, fuel taxes and the euro/dollar exchange rate.

The 2014 fuel expense amounted to some €253 million, which breaks down into €204 million for transport and €49 million for logistics.

The bulk volumes in France (126,000 m³, or 86% of the total) are bought on a spot basis, while the remaining balance (14%), which is purchased via credit cards, was invoiced at a scale price minus the negotiated discount. In the UK, fuel is exclusively purchased based on Platt’s, both the 32,000 m³ (60% of total volumes) consumed from our own fuel stations and the 21,000 m³ (40%) bought from petrol stations with charge cards. In the rest of Europe, fuel supplies (9,000 cubic metres) are purchased mainly via credit cards in the following countries: Germany, Belgium, Spain, Italy, Luxembourg, Netherlands, Poland, Portugal and Romania.

Fuel is also consumed in the US amounting to some 10,000 cubic metres during the last four months of the year purchased at around €0.84 per litre ($3.70 per gallon).

FINANCIAL STATEMENTS

During the year, the price of diesel in France (accounting for 67% of volumes) varied by close to 14% between the beginning and end of the year. In the UK (accounting for 24% of volumes), prices varied by 11%.

However, the Group includes price adjustment clauses in the event of a change in the fuel purchase price in its transport customer contracts. These clauses are specific to each customer.

These procedures mean that virtually all fluctuations in the purchase price of fuel apart from during short-term economic fluctuations, can be passed on to customers in the sales price. However, due to the dramatic swings in the market, adjusting prices for fluctuations in fuel prices can turn out to be complex.

Furthermore, the 5 January 2006 decree forcing customers of French hauliers to pay invoices within 30 days of the invoice date, obliges them to accept the price index for movements in the fuel price.

The impact of a one euro centime increase in the fuel price at the pump would have a €2 million per year impact on the entire Transport Division’s expenses. This is only the impact on costs since the impact on earnings is less given that most of our transport services have an indexation clause for fuel, as stated above.

Given that fuel represents a major portion of production costs, the Transport Division establishes a monthly summary showing volumes consumed, actual purchase prices in relation to benchmarks (e.g. Platt’s and DIMAH), and off-site consumption per country.

For operating units, the IT system enables them to monitor consumption per vehicle and per driver.

e) Trade and other receivables

Trade receivables are current assets initially recorded at fair value and reduced thereafter by customer payments received and any impairment. The fair value of trade receivables is considered to be the face value in respect of receivables less than three months overdue.

Receivables are written down by way of an impairment provision based on risk of non-recovery. The risk is assessed per individual receivable following analysis based on receivables ageing. Impaired receivables are recognised as a loss when they are deemed to be irrecoverable.


€000	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Trade receivables		908,010			795,593			637,198
Impairment provisions		(21,563	)		(19,714	)		(14,824	)
Trade receivables		886,447			775,879			622,374
Tax and social security receivables		87,046			63,606			64,994
Advances and down payments		8,183			11,134			1,470
Pre-paid expenses		50,615			48,583			43,575
Other miscellaneous receivables		18,930			18,420			19,102
Other receivables		164,774			141,743			129,141
Current tax receivables		38,558			17,621			12,079

Tax and social security receivables largely relate to deductible VAT.

FINANCIAL STATEMENTS

Customer receivable bad debt provisions are broken down as follows:


€000	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Opening		(19,714	)		(14,824	)		(12,726	)
Provisions for the financial year		(3,860	)		(6,290	)		(4,762	)
Reversals used		3,550			2,536			2,507
Unused reversals		1,216			808			605
Change in consolidation and reclassification		(2,645	)		(2,023	)		(445	)
Translation adjustments		(110	)		79			(3	)
Closing		(21,563	)		(19,714	)		(14,824	)

Customer receivable maturities were as follows:


€000	Total		Not matured and not impaired		Payable within 0 to 90 days		Over 90 days overdue
31 Dec. 2012		622,374		381,376		233,203		7,795
31 Dec. 2013		775,879		485,829		277,499		12,551
31 Dec. 2014		886,447		569,417		299,048		17,982

Receivables with a maturity date exceeding 90 days do not bear interest.

•

Receivables transferred and fully written off in the books

The Group did not sell any trade or non-trade receivables to third parties as at 31 December 2014 and 2013. The Group sold trade receivables valued at €20.6 million as at 31 December 2012.

f) Trade and other payables

€000

31 Dec. 2014

31 Dec. 2013

31 Dec. 2012

Trade payables

655,860

601,548

503,028

Current tax payables

11,224

11,528

11,032

Other tax payables

110,693

105,897

93,225

Other social security payables

212,400

185,503

174,624

Other current payables

78,902

60,652

30,704

Other debt

401,995

352,052

298,553

1.6.7. Employee benefits and costs

a) Employee benefits

Employee benefits are valued in accordance with revised IAS 19.

•

Defined benefit pension plans

There are various Group retirement plans for certain employees. Retirement plans, related payments and other employee benefits classified as defined-benefit plans (plans whereby the Group undertakes to guarantee a certain amount or level of defined benefits), are recognised on the balance sheet based on an actuarial valuation of the commitments on the balance sheet date, reduced by the fair value of the related assets.

FINANCIAL STATEMENTS

This valuation is carried out by independent actuaries applying a method that takes into account forecast salaries (known as the projected unit credit method) on a case-by-case basis, relying on assumptions as to life expectancy, staff turnover, wage variations, reassessment of annuities and revision of amounts payable. The assumptions peculiar to each plan take into account local economic and demographic data.

Actuarial gains and losses from experience and/or changes in actuarial assumptions are recognised in Other comprehensive income.

The cost of past services, interest expense and administrative expenses are recognised under expenses.

Defined contribution pension plans

Payments made for plans classified as defined-contribution plans, that is, where the Group is not subject to any obligation other than payment of the contribution, are recognised as expenditure for the financial year.

•

Other long-term benefits

Other long-term benefits mainly relate to bonus plans for long-service awards, reserved for French companies forming part of the Logistics Division.

•

Description of the plans

Defined-benefit retirement and related commitments assumed by the Group’s companies are as follows:

•

retirement benefit plans (indemnités de fin de carrière) for all French companies in accordance with collective bargaining agreements in force (road transport, automobile services, knowledge-based economic sectors and cleaning companies);

•

end-of-service benefits (trattamento di fine rapporto) for Italian companies;

•

retirement plans for certain companies in UK, Ireland and the Netherlands.

The amount to be paid by the Group under defined-benefit retirement plans represents benefits paid to employees, the Group’s contributions to pension funds, subject to deduction of benefits directly paid by the said funds.

FINANCIAL STATEMENTS

•

Actuarial assumptions

The main actuarial assumptions applied for the valuation of retirement benefits are set forth herein below:


	31 Dec. 2014				31 Dec. 2013				31 Dec. 2012
In%	France		United Kingdom		France		United Kingdom		France		United Kingdom
Discount rate		2.0		3.55		3.0		4.4		3.0		4.4
Inflation rate (RPI)				2.9				3.3				2.8
Inflation rate (CPI)		1.75		2.0		2.0		2.4		2.0		1.9
Pensions growth rate				1.9 to 2.8				2.1 to 3.1				1.9 to 2.7
Salary growth rate
- Driver		2.0				3.0				3.0
- Other		1.5				2.5				2.5
Mobility rates
- Transport		6.3				6.4				6.5
- Logistics		8.4				8.7				8.9
Life expectancy tables		INSEE TD/TV				INSEE TD/TV				INSEE TD/TV
		2010-2012				2009-2011				2008-2010

In the case of France, retirement ages take into account the option for drivers to retire at the age of 57.

Discount rates are established per geographical region with reference to the interest rates of AA-rated corporate bonds.

•

Breakdown and change in invested assets

Plan assets consist of the following:


In %	31 Dec. 2014		31 Dec. 2013		31 Dec. 2012
Christian Salvesen Fund
Shares and synthetic equity		5		5		1
Bonds		35		49		73
Risk Parity /Dynamic asset allocation		22		26		—
LDI		38		20		—
Other		—		—		26
TDG Fund
Equities		—		—		20
Bonds		17		10		46
Risk Parity /Dynamic asset allocation		39		43		—
LDI		41		31		—
Cash		2		—		1
Other		1		16		34

FINANCIAL STATEMENTS

•

Breakdown and change in liabilities and provisions


	31 Dec. 2014
€000	France and others			United Kingdom			Total
Provision net of surplus b/fwd		29,376			101,448			130,824

Expenditure for the financial year		2,916			5,545			8,471
Consolidation		818			—			818
Employer contributions		(1,430	)		—			(1,430	)
Contributions paid to the pension funds		(2,000	)		(18,588	)		(20,588	)
Comprehensive income items		465			(36,106	)		(35,641	)
Translation adjustments		(2	)		5,421			5,419

Provision net of surplus c/fwd		30,119			57,720			87,839

Of which provisions and pension funds in deficit		33,100			60,557			93,657

Of which pension funds in surplus		(2,957	)		(2,837	)		(5,794	)

Cost of services provided during the year		2,188			452			2,640
Administrative costs		—			1,000			1,000
Interest costs (income)		728			4,094			4,822
Past service costs – Curtailment gain		—			—			—
Reductions and terminations		—			—			—

Expenditure for the year		2,916			5,545			8,461

Discounted value of opening commitments		41,503			953,313			994,816

Cost of services provided during the year		2,251			452			2,703
Interest costs (income)		674			42,364			43,038
Actuarial losses (gains)		302			136,832			137,134
Impact of business combinations / Sale of fund		(10,295	)		—			(10,295	)
Benefits paid		(1,461	)		(41,582	)		(43,043	)
New pensioners		—			—			—
Other movements		—			—			—
Reductions and terminations		(149	)		—			(149	)
Change in plan and assumptions		119			—			119
Translation adjustments		(2	)		71,892			71,890
Experience gains and losses		158			—			158
Reclassification of Other Provisions		—			—			—

Discounted value of closing commitments		33,100			1,163,271			1,196,371

Discounted value of opening plan assets		12,127			851,865			863,992

Actual return on plan assets		2			38,271			38,273
Actuarial losses (gains)		57			173,073			173,130
Contributions paid		1,990			17,430			19,420
Benefits paid and reductions/terminations		(106	)		(41,558	)		(41,664	)
Impact of business combinations / Sale of fund		(11,113	)		—			(11,113	)
Translation adjustments		—			66,471			66,471

Discounted value of closing plan assets		2,957			1,105,551			1,108,508

FINANCIAL STATEMENTS


	31 Dec. 2013									31 Dec. 2012
€000	France and others			United Kingdom			Total			France and others			United Kingdom			Total
Provision net of surplus b/fwd		29,586			61,002			90,588			20,248			60,447			80,696

Expenditure for the financial year		(1,739	)		3,602			1,863			4,882			4,243			9,125
Consolidation		2,158			—			2,158			66			—			66
Employer contributions		(1,205	)		(1,829	)		(3,034	)		(794	)		—			(794	)
Contributions paid to the pension funds		—			(10,385	)		(10,385	)		(334	)		(11,136	)		(11,470	)
Comprehensive income items		587			49,583			50,170			5,496			6,020			11,516
Translation adjustments		(11	)		(526	)		(537	)		22			1,428			1,450

Provision net of surplus c/fwd		29,376			101,448			130,824			29,586			61,002			90,588

Of which provisions and pension funds in deficit		32,743			101,448			133,791			29,586			64,958			94,544

Of which pension funds in surplus		(2,967	)		—			(2,967	)		—			(3,955	)		(3,955	)

Cost of services provided during the year		1,690			840			2,530			4,323			421			4,744
Administrative costs		—			1,295			1,295			—			1,110			1,110
Interest costs (income)		733			1,467			2,200			618			2,713			3,361
Past service costs – Curtailment gain		(4,021	)		—			(4,021	)		—			—			—
Reductions and terminations		(141	)		—			(141	)		(89	)		—			(89	)

Expenditure for the year		(1,739	)		3,602			1,863			4,882			4,243			9,125

Discounted value of opening commitments		38,676			913,594			952,270			28,204			854,054			882,258

Cost of services provided during the year		1,690			475			2,165			4,008			421			4,429
Interest costs (income)		1,080			37,770			38,850			1,395			41,559			42,954
Actuarial losses (gains)		181			57,481			57,662			3,377			33,632			37,009
Impact of business combinations / Sale of fund		—			—			—			66			—			66
Benefits paid		(1,205	)		(37,156	)		(38,361	)		(1,079	)		(35,911	)		(36,990	)
New pensioners		5,125			—			5,125			71			—			71
Other movements		—			—			—			—			—			—
Reductions and terminations		(119	)		—			(119	)		(84	)		—			(84	)
Change in plan and assumptions		(3,914	)		(641	)		(4,555	)		2,696			—			2,696
Translation adjustments		(11	)		(18,210	)		(18,221	)		22			19,840			19,862
Experience gains and losses		—			—			—			—			—			—
Reclassification of Other Provisions		—			—			—			—			—			—

Discounted value of closing commitments		41,503			953,313			994,816			38,676			913,594			952,270

Discounted value of opening plan assets		9,090			852,592			861,682			7,956			793,607			801,563

Actual return on plan assets		348			35,563			35,911			1,084			38,846			39,930
Actuarial losses (gains)		(278	)		6,145			5,867			—			26,760			26,760
Contributions paid		—			10,577			10,577			329			10,852			11,181
Benefits paid et reductions/terminations		—			(35,327	)		(35,327	)		(279	)		(35,886	)		(36,165	)
Impact of business combinations / Sale of fund		2,967			—			2,967			—			—			—
Translation adjustments		—			(17,684	)		(17,684	)		—			18,412			18,412

Discounted value of closing plan assets		12,127			851,865			863,992			9,090			852,592			861,682

FINANCIAL STATEMENTS

•

Sensitivity analysis of the liabilities

The liabilities’ sensitivity to variations in key assumptions is as follows:


Change in the liability (€m)	Sensitivity to discount rate			Sensitivity to wage growth rate
France
- 0.5%		1.2			(1.1	)
- 0.25%		0.6			(0.5	)
+ 0.25%		(0.6	)		0.6
+ 0.5%		(1.1	)		1.1

Change in the liability (€m)	Sensitivity to discount rate			Sensitivity to inflation rate (RPI)
UK
+0.1%		(14.2	)		9.6

b) Share-based payments

Certain Group employees and corporate officers hold share warrants and are beneficiaries of stock options and performance-based share schemes. These transactions are stated at fair value as at grant date based on specific valuation models for each financial instrument (e.g. Black & Scholes model for options and share warrants).

The resulting cost is taken to staff expenses during the vesting period. Given that Group plans are treated as equity instruments, the counter-entry for the expense is a specific balance sheet account.

If the terms and conditions of any equity-based remuneration are amended, an expenditure is recorded for at least the amount that would have been recognised in the absence of such amendment.

An expense is also recorded to take into account the impact of changes that increase the aggregate fair value of the share-based payment agreement or that entail any other staff benefits. This is valued as at the date of the change.

No expenses are recognised for instruments that are not ultimately acquired, except for those the acquisition of which is contingent on market conditions. These are deemed to be acquired, whether or not market conditions are fulfilled, where the other performance criteria are fulfilled.

Stock options

Warrants

Performance-
based shares

Date of Shareholders’ General Meeting

30 May 07

22 May 08

23 May 13

24 May 12

Date of Executive Board Meeting

25 July 08

15 Sept. 08

29 July 13

24 Apr. 13

23 Apr. 14

20 Oct. 14

Total number of shares to be subscribed or purchased

250,000

245,000

110,000

56,650

21,500

40,996

Corporate officers

—

175,000

110,000

1,000

^(a)

1,000

^(a)

—

Commencement date of exercise period of warrants or options

26 July 12

A:01 June 11
B:01 June 13

A:01 June 16
B:01 June 19

Expiry date

26 July 14

A:31 May 13
B:31 May 15

A:31 May 19
B:31 May 21

FINANCIAL STATEMENTS


	Stock options		Warrants		Warrants		Performance- based shares		Performance- based shares		Performance- based shares
Expiry of the vesting period (F: France I: International)								F:30 Apr. 16 I:30 Apr. 17		F:30 Apr. 16 I:30 Apr. 18		I:21 Oct. 18
End of lock-in period (France only)								F:30 Apr. 18		F:30 Apr. 18
Subscription or purchase price		€56.37		A: €59.52 B: €60.64		A: €59.55 B: €59.55
Warrants or options cancelled as at 31/12/2010		24,880		70,000		—		—		—		—
Warrants or options cancelled during 2011		17,100		—		—		—		—		—
Warrants or options cancelled as at 31/12/2011		41,980		70,000		—		—		—		—
Warrants or options exercised as at 31/12/2011		1,080		—		—		—		—		—
Warrants or options outstanding as at 31/12/2011		206,940		175,000		—		—		—		—
Warrants or options cancelled during 2012		14,220		60,000		—		—		—		—
Warrants or options cancelled as at 31/12/2012		56,200		130,000		—		—		—		—
Warrants or options exercised as at 31/12/2012		1,080		—		—		—		—		—
Warrants or options outstanding as at 31/12/2012		192,720		115,000		—		—		—		—
Warrants or options cancelled during 2013		2,160		55,000		—		—		—		—
Warrants or options exercised during 2013		138,620		30,000		—		—		—		—
Warrants or options cancelled as at 31/12/2013		58,360		185,000		—		—		—		—
Warrants or options exercised as at 31/12/2013		139,700		30,000		—		—		—		—
Warrants or options outstanding as at 31/12/2013		51,940		30,000		110,000		56,650		—		—
Warrants or options cancelled during 2014		1,080		—		—		4,350		—		3,333
Warrants or options exercised during 2014		50,860		30,000		—		—		—		—
Warrants or options cancelled as at 31/12/2014		59,440		185,000		—		4,350		—		3,333
Warrants or options exercised as at 31/12/2014		190,560		60,000		—		—		—		—
Warrants or options outstanding as at 31/12/2014		—		—		110,000		52,300		21,500		37,663

(a)	Granted to Mr Ludovic Oster prior to his November 2014 appointment to the Norbert Dentressangle SA Executive Board.

FINANCIAL STATEMENTS

Following the approval granted by the General Meeting of 20 May 2010 in its Twenty-Second Resolution, the performance conditions attached to the stock warrants awarded by the General Meeting of 22 May 2008 in its Sixteenth Resolution were cancelled.

The main parameters of the financial instruments’ 2014 valuation models were as follows:


	Performance- based shares		Performance- based shares
Date of Executive Board meeting		23 Apr. 14		20 Oct. 14
Legal date of allotment		01 May 14		20 Oct. 14
Performance share valuation
Share price as at legal date of allotment		123.60		101
Dividend non-payment discount		2%/year		2%/year
Illiquidity / unsaleability discount		10%/year		n/a

All the employee benefits give rise to a charge against net assets of €1,715,000 in 2014 compared to €719,000 in 2013.

c) Officers and directors’ remuneration (Related parties)

•

Gross remuneration awarded to managerial bodies


€000	31 Dec. 2014		31 Dec. 2013		31 Dec. 2012
Nature of expense
Short-term staff benefits		2,525		2,078		2,905
Post-employment benefits		—		—		—
Other long-term benefits		—		—		—
Termination benefits		—		—		—
Staff benefits in respect of stock options, share warrants and performance-based shares		377		277		167
Attendance fees		295		233		221

•

Remuneration awarded to officers and directors in the form of shares


	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Subscriptions during the financial period
Warrants		—			110,000			—
Performance-based shares^(a)		1,000			1,000			—
Exercised during the year
Warrants		(30,000	)		(30,000	)		—
Performance-based shares		—			—			—
Cancellations during the financial year
Warrants		—			(55,000	)		(60,000	)
Performance-based shares		—			—			—
Held at year end
Warrants		110,000			140,000			115,000
Performance-based shares		2,000			1,000			—

(a)	Granted to Mr Ludovic Oster prior to his November 2014 appointment to the Norbert Dentressangle SA Executive Board.

FINANCIAL STATEMENTS

Neither Group employees nor management are entitled to any other benefit. There are no supplementary defined-benefit salary-based pensions for officers and directors.

d) Employment competitiveness tax credit

The third amendment to the French 2012 Finance Act introduced an Employment competitiveness tax credit (“CICE”) representing a 4% tax credit (offset against tax due or repaid after three years) on salaries lower or equal to 2.5 times the French minimum wage, paid over beginning 1 January 2013; the rate was increased to 6% as from 1 January 2014. The Group has decided to account for CICE income as a deduction from staff costs. 2014 CICE income amounted to €18.9 million.

e) Off-balance sheet staff commitments


	31 Dec. 2014		31 Dec. 2013		31 Dec. 2012
Commitments given
Contribution to UK and Ireland defined benefit pension schemes (€000)		126,903		137,917		91,900
Individual Training Rights expressed in number of hours		1,193,410		1,196,714		1,174,549

Expenses incurred in respect of Individual Training Rights (Droit Individuel à la Formation) are recorded as expenditure for the financial year and do not entail any provision, except where such expenses can be deemed to constitute remuneration for past service and where the obligation assumed vis-à-vis the employee is likely or firm.

Undiscounted liability to pay UK defined benefit pension scheme contributions as at 31 December 2014.


€000
1 year			14,255
1 to 5 years			62,281
Over 5 years			50,367
Total			126,903

1.6.8. Tangible and intangible fixed assets

a) Goodwill

Goodwill is valued at cost – such cost being the excess of the investment in consolidated companies over the acquiring entity’s interest in the net fair value of assets, liabilities and identifiable and contingent liabilities.

Goodwill has an unlimited useful life. Goodwill is subject to impairment tests at least once per annum, or more frequently where events or changes in circumstances indicate impairment of the relevant CGUs. Any impairment recorded is irreversible.

Goodwill for companies accounted for under the equity method is recorded as “Investments in associated companies”.

FINANCIAL STATEMENTS


Change in net book value (€000)	Air & Sea			Transport			Logistics			Jacobson		Total
Net value as at 31 Dec. 2011		41,298			235,658			274,908			—		551,863

Variation in goodwill for 2012		761			(5,075	)		1,320			—		(2,994	)
Impairment for 2012		—			(5,500	)		—			—		(5,500	)
Foreign-exchange differences		256			1,866			3,957			—		6,079

Net value as at 31 Dec. 2012		42,314			226,949			280,185			—		549,447

Variation in goodwill for 2013		27,931			—			28,730			—		56,661
Impairment for 2013
Foreign-exchange differences		(873	)		(1,575	)		(3,710	)		—		(6,158	)

Net value as at 31 Dec. 2013		69,372			225,374			305,205			—		599,951

Variation in goodwill for 2014		81			987			437			329,670		331,175
Impairment for 2014
Foreign-exchange differences		(4,846	)		5,188			12,070			31,541		43,953

Net value as at 31 Dec. 2014		64,607			231,549			317,712			361,211		975,079

Of which impairment		—			(5,500	)		—			—		(5,500	)


Goodwill breakdown per CGU (€000)	31 Dec. 2014		31 Dec. 2013		31 Dec. 2012
Logistics France		42,131		41,694		41,694
Logistics UK		184,342		172,268		175,969
Logistics Italy		38,131		38,131		8,316
Logistics Spain		32,266		32,266		32,266
Logistics Benelux		19,352		19,352		20,437
Logistics Other countries		1,490		1,494		1,503
Transport & Distribution UK		84,290		78,112		79,685
Transport France		8,461		8,360		8,360
Distribution France		91,044		91,044		91,044
Transport & Distribution Iberica		47,308		47,308		47,308
Transport Other countries		446		550		552
Air & Sea		64,607		69,372		42,314
Jacobson US		361,211		—		—
Total		975,079		599,951		549,447

The changes in value between the two financial years are primarily the result of:

•

the acquisition of the Jacobson Companies’ operations in the United States, which resulted in the recording of goodwill amounting to €361.2 million;

•

the acquisition of Hopkinson Transport company in the United Kingdom, which resulted in the recording of goodwill amounting to €1 million.

At 31 December 2014, the purchase price allocation of Jacobson Companies’ identifiable assets and liabilities is currently under review and may change.

FINANCIAL STATEMENTS

b) Other intangible fixed assets

•

Customer relations

Customer relations identified during the Christian Salvesen, TDG and Jacobson acquisitions, pursuant to IFRS 3 and IAS 38, are valued based on the margin generated on forecast revenues and the return on capital employed, over a period estimated in relation to actual customer attrition rates.

Such assets are amortised over 11 to 20 years under the straight line method.

Specific customer contracts with unlimited terms are not amortised but are subject to impairment tests at least once a year or more often if events or changing circumstances point to impairment.

•

Software

There are two types of capitalised in-house software development costs as follows:

•

external costs (licences, use of specialist consultants, etc.); and

•

direct costs of employees involved in the project design, set-up and delivery phases.

Software is subject to straight line depreciation over 12 to 60 months.


€000	Concessions, patents, licences			Other intangible fixed assets			Total
Gross values
Value as at 31 December 2011		37,659			128,881			166,540
Acquisitions		4,107			79			4,186
Disposals		(3,668	)		(5,085	)		(8,753	)
Translation adjustments		195			2,153			2,348
Change in consolidation and reclassification		1,027			4,369			5,396

Value as at 31 December 2012		39,322			130,396			169,718

Acquisitions		3,694			2,783			6,477
Disposals		(647	)		(2	)		(649	)
Translation adjustments		(140	)		(1,976	)		(2,116	)
Change in consolidation and reclassification		5,671			26,097			31,768

Value as at 31 December 2013		47,900			157,298			205,198

Acquisitions		5,024			413			5,437
Disposals		(223	)		—			(223	)
Translation adjustments		514			26,284			26,798
Change in consolidation and reclassification		94			205,316			205,410

Value as at 31 December 2014		53,309			389,311			442,620

Amortisation and depreciation
Value as at 31 December 2011		(32,651	)		(19,282	)		(51,933	)
Charge		(3,851	)		(7,002	)		(10,853	)
Write-back		3,641			152			3,793
Translation adjustments		(157	)		(337	)		(494	)
Change in consolidation and reclassification		47			562			609

Value as at 31 December 2012		(32,971	)		(25,907	)		(58,878	)

FINANCIAL STATEMENTS


€000	Concessions, patents, licences			Other intangible fixed assets			Total
Charge		(4,010	)		(6,833	)		(10,843	)
Write-back		614			2			616
Translation adjustments		86			366			452
Change in consolidation and reclassification		(3,908	)		491			(3,417	)

Value as at 31 December 2013		(40,189	)		(31,881	)		(72,070	)

Charge		(4,415	)		(14,490	)		(18,905	)
Write-back		222			—			222
Translation adjustments		(376	)		(2,341	)		(2,717	)
Change in consolidation and reclassification		(166	)		2,000			1,834

Value as at 31 December 2014		(44,924	)		(46,712	)		(91,636	)

Net value as at 31 December 2012		6,351			104,488			110,840

Net value as at 31 December 2013		7,711			125,417			133,128

Net value as at 31 December 2014		8,385			342,599			350,984

Customer relations and the contract with an unlimited term amounting in total to €342.3 million at 31 December 2014, compared to €125.2 million at 31 December 2013 and to €104.3 million at 31 December 2012, which were recognised for purposes of the different acquisitions, are posted to “Other intangible fixed assets”.

Customer relations with fixed terms amount to €291 million and unlimited terms €51.3 million.

Impairment of customer relations is reviewed as part of the long term assets impairment test (see Note 1.6.8.e) that did not reveal any loss in value.

c) Tangible fixed assets

•

Carriage equipment

Carriage equipment is initially recorded at cost. Each year, the Group reviews market conditions and the buy-back terms agreed with its suppliers. These terms depend on the year of purchase and type of vehicle (tractor, semi trailer and truck tractor).

Based on the said criteria, the Group projects the estimated useful life of the vehicles on a straight line basis and a depreciation period is thus obtained. Thus, vehicles are currently depreciated on a straight line basis over a period of 66 to 152 months.

•

Other tangible fixed assets

Investments in tangible fixed assets are initially recorded at purchase cost.

Depreciation is calculated on a straight line basis over the estimated useful life of the various categories of fixed assets.

FINANCIAL STATEMENTS

The main expected useful lives of assets are the following:

•

Buildings: straight line over a period of 15 to 40 years;

•

Building fixtures and fittings: straight line over 10 years;

•

Plant, machinery and equipment: straight line over 5 years;

•

Other tangible fixed assets: straight line over 3 to 10 years.

Residual values of fixed assets are reviewed annually. Impairment tests are carried out where benchmarks are available (market value in the case of real estate).


€000	Land and building fixtures			Buildings			Equipment, plant and machinery			Carriage equipment			Other tangible fixed assets			Advances and down payments			Total
Gross values
Value as at 31 December 2011		66,475			155,157			140,212			584,778			132,223			7,704			1,086,549

Acquisitions		147			3,258			19,777			82,937			22,161			1,065			129,345
Disposals		(14,445	)		(6,382	)		(20,020	)		(124,812	)		(8,037	)		(171	)		(173,867	)
Translation adjustments		827			1,085			1,393			5,032			656			57			9,050
Change in consolidation and reclassification		192			(13	)		(197	)		2,112			49			(4,542	)		(2,399	)

Value as at 31 December 2012		53,196			153,105			141,165			550,047			147,052			4,112			1,048,678

Acquisitions		9			2,612			16,513			86,170			20,359			11,240			136,903
Disposals		(17,180	)		(21,000	)		(11,003	)		(108,635	)		(11,709	)		(35	)		(169,562	)
Translation adjustments		(806	)		(1,229	)		(1,212	)		(2,370	)		(508	)		34			(6,091	)
Change in consolidation and reclassification		1			1,403			12,594			7,194			12,314			(4,701	)		28,805

Value as at 31 December 2013		35,220			134,891			158,057			532,406			167,508			10,650			1,038,732

Acquisitions		3,420			20,317			23,566			53,653			16,891			21,107			138,956
Disposals		(2,651	)		(8,628	)		(14,865	)		(76,141	)		(4,201	)		(3	)		(106,489	)
Translation adjustments		480			4,523			6,095			6,013			3,004			132			20,247
Change in consolidation and reclassification		19			43,748			65,328			37,317			(38,779	)		(8,724	)		98,908

Value as at 31 December 2014		36,490			194,851			238,181			553,247			144,427			23,167			1,190,363

Amortisation and impairment
Value as at 31 December 2011		(856	)		(70,803	)		(66,582	)		(206,272	)		(98,049	)		—			(442,562	)

Charges		(59	)		(10,256	)		(19,705	)		(71,626	)		(15,723	)		—			(117,369	)
Write-back		81			2,641			9,458			76,812			7,135			—			96,127
Translation adjustments					(62	)		(361	)		(1,389	)		(433	)		—			(2,225	)
Change in consolidation and reclassification		(201	)		120			295			582			219			—			1,025

Value as at 31 December 2012		(1,034	)		(78,359	)		(76,894	)		(201,864	)		(106,851	)		—			(465,002	)

Charges		(69	)		(8,558	)		(18,684	)		(68,034	)		(18,264	)		—			(113,609	)
Write-back		—			7,355			9,730			62,816			10,609			—			90,510
Translation adjustments		—			159			375			769			282			—			1,585
Change in consolidation and reclassification		—			211			(9,152	)		(2,179	)		(8,247	)		—			(19,367	)

Value as at 31 December 2013		(1,103	)		(79,193	)		(94,626	)		(208,492	)		(122,470	)		—			(505,883	)

FINANCIAL STATEMENTS


€000	Land and building fixtures			Buildings			Equipment, plant and machinery			Carriage equipment			Other tangible fixed assets			Advances and down payments		Total
Charges		(66	)		(12,276	)		(25,289	)		(65,037	)		(14,427	)		—		(117,095	)
Write-back		17			5,736			9,154			45,678			3,537			—		64,122
Translation adjustments		(3	)		(1,834	)		(3,073	)		(2,419	)		(2,026	)		—		(9,355	)
Change in consolidation and reclassification		(15	)		(27,675	)		(37,756	)		(15,339	)		28,796			—		(51,988	)

Value as at 31 December 2014		(1,169	)		(115,242	)		(151,589	)		(245,608	)		(106,592	)		—		(620,200	)

Net value as at 31 December 2012		52,162			74,746			64,271			348,183			40,202			4,112		583,676

Net value as at 31 December 2013		34,117			55,698			63,431			323,914			45,038			10,650		532,849

Net value as at 31 December 2014		35,321			79,609			86,592			307,639			37,835			23,167		570,162

d) Lease contracts

•

Finance leases

Finance leases transfer virtually all risks and benefits of ownership to the lessee, and comply with the main indications referred to in IAS 17, which are as follows:

•

an option to transfer ownership upon expiry of the lease, the terms and conditions of such option being such that, as at the date of execution of the contract, there appears to be a high probability of transfer of ownership;

•

the term of the lease spans most of the useful life of the asset under the lessee’s conditions of use; and

•

the present value of minimum lease payments is comparable to the fair value of the leased asset upon execution of the lease.

The Group records its finance lease contracts as assets in its balance sheet as of the effective date of the lease. Fixed assets purchased under finance leases are depreciated over the same periods as those described hereinabove where the Group expects to obtain title to the asset upon expiry of the lease. Otherwise, the asset is depreciated over the shorter of the useful life of the asset and the term of the lease.

The Group must occasionally carry out sale and leaseback transactions in respect of certain assets. In accordance with IAS 17, the accounting treatment of these transactions depends inter alia on the following:

•

Subsequent classification of the lease entered into (operating lease or finance lease);

•

Terms of sale of the asset previously held (arm’s length selling price).

•

Operating leases

Contracts characterised as operating leases are not subject to restatement. Operating leases are recorded as expenditure, in most cases on a straight line basis until expiry of the contract. Future lease instalments are disclosed under paragraph 1.6.8.f) Off-balance sheet commitments.

FINANCIAL STATEMENTS

Tangible assets held under finance leases break down as follows:


	Gross values						Amortisation and impairment
€000	31 Dec. 2014		31 Dec. 2013		31 Dec. 2012		31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Land and building fixtures		4,830		6,539		6,539		—			—			—
Buildings		12,640		19,245		26,580		(6,282	)		(8,831	)		(10,554	)
Equipment, plant and machinery		1,989		1,985		2,572		(1,606	)		(1,331	)		(1,449	)
Carriage equipment		55,633		44,930		30,025		(18,556	)		(11,667	)		(11,582	)

Total		75,092		72,699		65,716		(26,444	)		(21,829	)		(23,585	)

e) Impairment tests

•

Long-term assets

Pursuant to IAS 36—Asset Impairment, the Group values long-term assets under the following procedure:

•

for depreciated intangible and tangible fixed assets, at each closing date the Group considers whether there are any indications of impairment on fixed assets. Such indications are identified based on external or internal criteria. If applicable, an impairment test is carried out by comparing the net book value with the recoverable value, which is the higher of the following two values: sales price less selling costs or value in use;

•

for non amortised intangible assets and goodwill, an impairment test on each CGU is carried out at least once a year or when an indication of impairment has been identified. Goodwill impairment for individual companies is attributed to the CGU of the business to which they belong.

The value in use is based on the discounted value of estimated cash flows arising from the use of the assets. The future estimated cash flows are based on the 5-year business plan prepared and approved by management plus a terminal value based on usual discounted cash flows applying a growth rate to infinity. Key assumptions applied in the business plan are based on the CGUs’ current profit margins, potential for margin improvements in relation to the underlying margins of the division’s other CGUs and growth outlook on their market. The discount rate used corresponds to the company’s weighted average cost of capital per geographical region.

•

Investments in associated companies

Impairment tests on the value of investments in associated companies are carried out once there is an indication of impairment. The main indications of impairment include a material adverse change on the associated company’s markets or a prolonged material reduction in said company’s listed share price.

Impairment tests are carried out in accordance with IAS 28 and IAS 36, by comparing the book value of the investment in the associated company and the Group’s share of the present value of estimated future cash flows forecast by the associated company. If the recoverable value is lower than the book value, the loss in value is deducted from the investment in the related associated company.

FINANCIAL STATEMENTS

•

Assumptions

The main assumptions applied for valuation of the impairments tests are as follows:


Weighted average cost of capital per CGU	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Logistics France		7.6	%		7.9	%		7.2	%
Logistics UK		7.8	%		8.1	%		7.2	%
Logistics Italy		8.8	%		9.1	%		8.8	%
Logistics other countries		9.2	%		9.5	%		8.3	%
Logistics Spain		8.7	%		9.0	%		8.9	%
Logistics Benelux		7.7	%		8.0	%		7.4	%
Transport & Distribution UK		7.8	%		8.1	%		7.2	%
Transport France		7.6	%		7.9	%		7.2	%
Distribution France		7.6	%		7.9	%		7.2	%
Transport & Distribution Spain		8.7	%		9.0	%		8.9	%
Transport other countries		9.2	%		9.5	%		8.3	%
Air & Sea		8.1	%		8.4	%		7.9	%
Jacobson US		7.6	%

The long-term growth rate used for all the CGUs was 2.2%, as in 2013.

Impairment tests were performed on all the CGUs in 2014. These tests did not result in any impairment.

•

Sensitivity

The following sensitivity tests were performed:

•

0.5% reduction in the long-term growth rate (i.e. 1.7% rather than 2.2%),

•

0.5% increase in the weighted average cost of capital,

•

5% reduction in revenues,

•

5% reduction in EBIT.

The value in use of all the CGUs remained above their net book value.

f) Fixed asset and leasing off-balance sheet commitments


€000	31 Dec. 2014		31 Dec. 2013		31 Dec. 2012
Commitments given
Real estate rent instalments		1,118,808		966,768		680,113
Vehicle lease instalments		211,423		204,018		135,946

Rent instalment commitments relate to rent that falls due between 1 January 2015 and the earliest legally permissible lease cancellation date.

FINANCIAL STATEMENTS

They are payable as follows:


In €000	Real estate rent		Vehicle lease instalments
1 year		222,194		61,098
1 to 5 years		555,932		136,751
Over 5 years		340,682		13,574

Total		1,118,808		211,423


€000	31 Dec. 2014		31 Dec. 2013		31 Dec. 2012
Commitments received
Real estate rent instalments		4,522		6,263		682
Manufacturers’ return commitment		173,323		159,774		171,410

1.6.9. Provisions for risks and charges and contingent liabilities

a) Provisions

•

General principle

A provision is booked when:

•

The Group has a current legal or implicit liability arising from a past event;

•

It is probable that an outflow of resources will be required to meet the liability;

•

The value of the liability can be reliably estimated.

Provisions are estimated based on the most likely outcomes. The effect of such discounting is recognised as operating income where applicable.

•

Specific terms

The own insurance provisions for occurrences of risk are valued with reference to the claims notified as at the balance sheet date of the financial statements and to claims incurred but not notified.

Provision for rehabilitation of buildings is set aside during the use of the buildings leased under operating leases from third parties and is designed to cover potential expenses due to their rehabilitation.

The UK IBNR provision covers the estimated cost of claims for compensation following a third party loss largely relating to vehicles and employer’s civil liability. This provision comprises the deductible borne by the company and the value of uninsured external claims. While claims for compensation fall due in less than one year, management forecast that the average duration of these provisions exceeds five years given the time taken for claims and potential court actions.

Provisions for restructuring are recognised in accordance with IAS 37 as follows:

•

provided there is a detailed formal plan, identifying at least:

•

the relevant business or part of business; the location;

•

the position and approximate number of the employees who are to be compensated;

FINANCIAL STATEMENTS

•

expenditures to be incurred;

•

the date of implementation of the plan; and

•

whether the enterprise has raised in those affected a valid expectation, that it will carry out implementation in connection with the restructuring.


€000	Occurrences of risk			Employee and tax disputes			Employee benefits			Other provisions			Total
Value as at 31 December 2011		20,225			11,326			96,737			66,537			194,826

Provisions		5,040			1,977			9,125			12,395			28,537
Reversals used		(5,719	)		(3,900	)		(11,265	)		(14,230	)		(35,114	)
Non-allocated reversals		(3,013	)		(875	)		—			(16,923	)		(20,811	)
Changes in consolidation		—			(53	)		67			1,077			1,091
Other items of comprehensive income		—			—			(2,027	)		—			(2,027	)
Reclassification		168			1,629			—			(1,694	)		103
Translation differences		392			(29	)		1,907			658			2,928

Value as at 31 December 2012		17,093			10,075			94,544			47,820			169,532

Provisions		4,976			3,437			1,863			9,359			19,635
Reversals used		(4,239	)		(3,147	)		(13,418	)		(7,503	)		(28,307	)
Non-allocated reversals		(2,758	)		(1,318	)		—			(4,779	)		(8,855	)
Changes in consolidation		(1	)		3,446			5,125			6,410			14,980
Other items of comprehensive income		—			—			50,170			—			50,170
Reclassification		72			(352	)		(3,801	)		(193	)		(4,271	)
Translation differences		(286	)		(63	)		(691	)		(656	)		(1,696	)

Value as at 31 December 2013		14,858			12,080			133,792			50,460			211,188

Provisions		4,728			2,019			8,525			15,741			31,013
Reversals used		(4,240	)		(5,719	)		(21,521	)		(10,880	)		(42,360	)
Non-allocated reversals		(2,440	)		(770	)		(1	)		(6,655	)		(9,866	)
Changes in consolidation		1			310			571			300			1,182
Other items of comprehensive income		—			—			(32,895	)		—			(32,895	)
Reclassification		32			222			(329	)		(1,979	)		(2,054	)
Translation differences		539			92			5,515			1,306			7,452

Value as at 31 December 2014		13,478			8,234			93,657			48,291			163,660

For the year ended 31 December 2014, employee benefits specifically included the employee benefits for British former employees of Christian Salvesen and TDG, which amounted to €60.6 million, compared with €101.4 million at 31 December 2013 (cf. Note 1.6.7.a).

The balance of the “other provisions” amounting to €48.3 million as at 31 December 2014 breaks down as follows:

•

€16.9 million of provisions for dilapidation costs on operating leases,

•

€3.4 million of provisions for onerous leases,

•

€5.1 million relating to business litigation,

FINANCIAL STATEMENTS

•

€5.5 million relating to restructuring provisions,

•

€13.3 million relating to labour-related risks and tax risks,

•

€4 million relating to various non-material provisions.

The provision for claims includes a UK IBNR provision of €7.6 million as at 31 December 2014 compared to €8.4 million as at 31 December 2013.

b) Contingent liabilities

In contrast to the above definition of a provision, a contingent liability is:

•

A potential future liability resulting from a past event that will only crystallize if a future uncertain event that is not under the Group’s complete control occurs; or

•

An existing liability from a past event for which either the liability’s amount cannot be reliably estimated, or it is not likely that an outflow of resources will be required to meet the liability.

The Group has contingent liabilities in relation to litigation or arbitration proceedings arising in the normal course of business. Management conducted a review of all known or pending disputes at the balance sheet date and, after consulting outside counsel, any necessary provisions were set aside to cover the estimated risks involved.

•

ND Distribution

In July 2014, ND Distribution (formerly “Darfeuille Services”, a subsidiary of Christian Salvesen acquired by public tender offer in December 2007) received notification from the French anti-trust authorities relating to alleged anti-competitive practices of companies in the parcel express delivery.

Most French companies in this market have also received complaints covering several past years.

The investigation focuses on the role played by an industry syndicate, where the participants are said to have exploited the syndicate’s “Express delivery Business Advisory” meetings so as to align their sales practices and especially prices.

The anti-trust authorities are reviewing the period from June 2007 to March 2008, which straddles the Group’s effective takeover of ND Distribution. The investigations team of the French Anti-trust Authority has notified to the parties (including Norbert Dentressangle Distribution) the “Rapport” in April 2015. This “Rapport” contains interim conclusions (without financial fines) and certain arguments for rejecting the defense raised by Norbert Dentressangle for rejecting the complaints notification. During the coming weeks, Norbert Dentressangle shall disclose further arguments and evidences for claiming the reject of the interim conclusions of the “Rapport”. Before coming to a decision, the French Anti-trust Authority shall schedule the hearing end of 2015 or beginning of 2016.

The position of the Group remains not to accrue any amount with respects to this litigation, primarily because the Group does not operate in the market subject to the complaint (express parcel delivery).

FINANCIAL STATEMENTS

•

Risk of international transport sub-contracting requirements changing in Europe

So as to continue serving our customers in line with our commitment to be a leading supplier, a few years ago the Group decided to adapt its offering to the new conditions of Transport market. The Group has developed Transport subsidiaries to Norbert Dentressangle brand and quality standards everywhere in Europe including Poland and Romania. Our Polish and Romanian transport subsidiaries now earn half their revenues from their own domestic and international customers. They also act as sub-contractors on international transport operations for Transport agencies in Western Europe, including France.

This decision has safeguarded and boosted our commercial standing vis-à-vis our customers and has enabled the Group to continue investing and protecting employment in France.

The authorities have conductded a two-year preliminary enquiry into the way the Group organises international transport sub-contracting operations. The enquiry will conclude in 2015 by a hearing in front of the Valence magistrate’s court.

The core issue is as follows: is the way the Group’s French agencies sub-contract transport operations to the Group’s other international transport agencies, in the case of Central Europe and Portugal, akin to hidden provision of labour rather than a service? The Group firmly believes the answer is no. The Group complies with all transport and employment regulations as it plans to demonstrate.

In conjunction with this litigation, three French companies that use such integrated sub-contracting services have been notified by URSSAF (French social security organisation) of charges totalling €33 million.

As we had requested, before any in-depth review of the case, the Court pronounced on May 5th 2015 that the proceedings followed during the preliminary inquiry phase preceding the Court hearings were not proper and compliant. It judged that the arguments for dismissal put forward by Norbert Dentressangle were well founded. Consequently, most items resulting from the preliminary investigation were dismissed. Following this decision, the review of the remaining documentation in the case was scheduled for 7 March 2016.

Pending the final ruling, in view of the Group’s strong defense that is reinforced by this recent decision, Company management has decided not to accrue any amounts for this litigation in the financial statements.

1.6.10. Debt and financial instruments

a) Financial assets and liabilities

Financial assets and liabilities primarily comprise the following:

•

Bank loans and bonds, bank overdrafts and finance lease payables, which combined with cash and cash equivalents, make up net debt (see Note 1.6.10.a.2);

•

Loans receivable and other long-term financial assets (see Note 1.6.10.a.4);

•

Derivatives (see Note 1.6.10.a.3);

•

Other current and non-current financial assets and liabilities (see Note 1.6.10.a.1);

FINANCIAL STATEMENTS

a.1) Value of financial assets and liabilities


€000	Book value		Assets or liabilities measured at fair value through income		Assets or liabilities measured at fair value through equity		Assets held for sale		Loans and receivables		Assets or liabilities measured at amortised cost		Derivatives
31 December 2012
Non-current assets		45,896		21,369		—		250		24,277		—		—
Trade receivables		622,374		—		—		—		622,374		—		—
Other receivables		141,220		—		—		—		141,220		—		—
Cash and cash equivalents		255,877		255,877		—		—		—		—		—

Total financial assets		1,065,367		277,246		—		250		787,871		—		—

Financial debt		735,602		—		—		—		—		735,602		—
Overdrafts		8,837		8,837		—		—		—		—		—
Other current borrowings		20,506		—		4,854		—		—		6,955		8,697
Trade payables		503,028		—		—		—		—		503,028		—
Current tax liabilities		11,032		—		—		—		—		11,032		—
Other debts		301,069		—		—		—		—		301,069		—
Other current borrowings		16,726		—		—		—		—		2,600		14,126

Total borrowings		1,596,801		8,837		4,854		—		—		1,560,286		22,823

31 December 2013
Non-current assets		33,146		—		—		87		33,058		—		—
Trade receivables		775,879		—		—		—		775,879		—		—
Other receivables		159,365		—		—		—		159,365		—		—
Cash and cash equivalents		396,622		396,622		—		—		—		—		—

Total financial assets		1,365,012		396,622		—		87		968,302		—		—

Financial debt		845,391		—		—		—		—		845,391		—
Overdrafts		7,200		7,200		—		—		—		—		—
Other current borrowings		17,451		—		5,496		—		—		5,918		6,037
Trade payables		601,548		—		—		—		—		601,548		—
Current tax liabilities		11,528		—		—		—		—		11,528		—
Other debts		354,579		—		—		—		—		354,579		—
Other current borrowings		9,330		—		—		—		—		2,571		6,759

Total borrowings		1,847,027		7,200		5,496		—		—		1,821,445		12,796

31 December 2014
Non-current financial assets		55,841		—		—		85		55,756		—		—
Trade receivables		886,447		—		—		—		886,447		—		—
Other receivables		222,110		—		—		—		222,110		—		—
Cash and cash equivalents		209,085		209,085		—		—		—		—		—

Total financial assets		1,354,705		209,085		—		85		1,145,535		—		—

Financial debt		1,211,635		—		—		—		—		1,211,635		—
Overdrafts		14,520		14,520		—		—		—		—		—
Other non-current borrowings		25,569		—		5,038		—		—		14,841		5,690
Trade payables		655,860		—		—		—		—		655,860		—
Current tax liabilities		11,224		—		—		—		—		11,224		—
Other debts		401,995		—		—		—		—		401,995		—
Other current borrowings		36,213		—		—		—		—		28,025		8,188

Total financial borrowings		2,357,016		14,520		5,038		—		—		2,323,580		13,878

FINANCIAL STATEMENTS

The fair value of short term investments comprising marketable securities is based on the market price (level 1: reference to an active market).

The fair value of an agreement is the arm’s length consideration. On the date of the transaction, it generally represents the transaction price. Computation of fair value is then based on verifiable market data that provide the most reliable assessment of the fair value of a financial instrument.

The fair value of interest rate swap contracts is determined using the present value of estimated future cash flows (level 2: valuation based on observable data).

IFRS 13 (“Fair Value Measurement”), which is applicable at the latest to accounting periods beginning on or after 1 January 2013, determines the principles for fair-value measurement; these principles apply to both initial and subsequent measurements. One of the accounting provisions of this standard requires counterparty risk to be taken into account in the revaluation of financial hedging instruments. This risk has been considered as non-material given the nature of Norbert Dentressangle’s asset and liability financial instruments, and the non-material amount represented by the value of these contracts in view of the balance sheet total, in view of financial liabilities and assets and in view of the Group’s main financial partners, which are top-tier banks with a high credit rating.

The fair value of trade payables and receivables is the book value in the balance sheet, as the impact of discounted future cash flows is not material.

a.2) Net debt

•

Loans and borrowing costs

Upon initial recognition, bond loans and other debt are recorded at fair value, against which transaction costs directly attributable to the issue of the liability are set off.

The fair value generally corresponds to the cash collected.

After initial recognition, loans are recorded on the basis of the amortised cost by applying the effective interest method.

Loan issue costs are taken into account when computing amortised cost by applying the effective interest method, and are therefore recorded as income on a discounted basis over the term of the liability.

•

Finance lease liabilities

The finance lease liability initially recorded is the lower of the fair value of the capitalised asset and the discounted present value of the minimum lease payments.

Thereafter, finance lease instalments are broken down between interest and reduction of the outstanding liability, so as to obtain a constant periodic interest rate on the remaining balance of the liability. The interest costs are directly recorded in the income statement.

•

Cash and cash equivalents

Cash corresponds to bank account balances (credit balances and overdrafts) and cash in hand.

Cash equivalents are short-term and highly liquid investments that can be rapidly converted into a known amount of cash and are not exposed to a material risk of loss in value. They largely comprise fixed term accounts.

FINANCIAL STATEMENTS

They are classified in the balance sheet as “Cash and cash equivalents” assets and as “Bank overdrafts” liabilities.

Cash and cash equivalents presented in the cash flow statement comprise the cash and cash equivalents as defined hereinabove.


€000										Maturity dates
	31 Dec. 2012			31 Dec. 2013			31 Dec. 2014			Less than 1 year			1 to 5 years		More than 5 years
Non-current
Long-term borrowings		563,394			713,181			1,022,121			—			860,308		161,813
Finance leases		15,728			28,664			28,526			—			28,242		282
Other miscellaneous financial liabilities		1,946			1,039			—			—			—		—

Total non-current		581,068			742,884			1,050,647			—			888,550		162,095

Current
Short-term borrowings		147,553			94,454			151,557			151,557			—		—
Finance leases		6,101			7,628			9,431			9,431			—		—
Other miscellaneous financial liabilities		879			425			—			—			—		—

Total current		154,534			102,507			160,988			160,988			—		—

Total gross debt		735,602			845,391			1,211,635			160,988			888,550		162,095

Cash equivalents		(63,177	)		(197,638	)		(28,008	)		(28,008	)		—		—
Cash		(192,700	)		(198,984	)		(181,070	)		(181,070	)		—		—
Cash and cash equivalents		(255,877	)		(396,622	)		(209,077	)		(209,077	)		—		—
Bank overdrafts		8,837			7,200			14,520			14,520			—		—

Total net cash		(247,040	)		(389,422	)		(194,557	)		(194,557	)		—		—

Total net debt		488,562			455,969			1,017,078			(33,569	)		888,550		162,095

The aged balances are valued based on exchange rates at 31 December 2014.

FINANCIAL STATEMENTS


Breakdown of borrowings by currency and interest rate		Currency	Interest rates	€000
Loan		EUR	Euribor 1 month		74,623
Loan		EUR	Euribor 3 months		288,330
Loan		EUR	Euribor 6 months		493
Bond loan		EUR	Fixed rate		233,778
Loan		GBP	UK BBR		1,924
Loan		GBP	Libor 1 month		177,513
Loan		GBP	Libor 3 months		23,302
Loan		USD	Libor 1 month		82,366
Loan		USD	Libor 3 months		271,742
Loan		USD	Fixed rate		19,149
Finance leases		GBP	UK BBR		6,818
Finance leases		EUR	Euribor 1 month		14,961
Finance leases		EUR	Euribor 3 months		1,557
Finance leases		GBP	Libor 1 month		14,190
Finance leases		GBP	Libor 3 months		431
Other debt		EUR	Fixed rate		219
Other debt		Other currencies	Variable rate		239

Balance before hedges					1,211,635

	of which		Fixed rate		253,146
	of which		Variable rate		958,489
Interest rate hedges		EUR			240,000
		GBP			142,722
		USD			164,731
Balance after hedges
			Fixed rate		800,599
			Variable rate		411,036

At 31 December 2014, 79% of gross borrowings (bonds and bank loans) were indexed to floating rates and 21% to fixed rates, compared with 72% and 28% respectively at 31 December in 2013.

All loans are denominated in euros, with the exception of GBP loans amounting to €224,178,000, which is equivalent to £174,612,000 (€206,241,000 equivalent to £171,943,000 in 2013) and USD loans amounting to €373,257,000, which is equivalent to $453,171,000. As at 31 December 2014, after interest hedges, fixed-rate debt accounted for 66% of total Group debt.


Breakdown of debt by type (€m)	31 Dec. 2014		31 Dec. 2013		31 Dec. 2012
Corporate debt – Acquisition facility		272		—		241
Corporate debt – Revolving facility		260		165		95
Corporate debt – Euro PP loan		75		75		—
Corporate debt – Euro PP bond debt		234		234		—
Asset finance debt		370		371		400
Of which finance leases		38		36		22
Other		—		—		—

Total borrowings		1,211		845		736

FINANCIAL STATEMENTS

The used and unused available credit facilities are described in Note 1.6.10.a.3 in the paragraph on Liquidity Risk.

•

Borrowing ratios

Following the refinancing of the corporate debt, some of the Group’s credit lines are subject to three financial ratios. At 31 December 2014, the value of the loans subject to these financial ratios amounted to €845 million.

The three financial ratios mentioned hereafter are calculated every half year based on the published consolidated financial statements in accordance with the contractual definitions and on a rolling 12-month basis.

•

The “gearing” ratio is the ratio between total net debt (i.e. gross debt less cash and cash equivalents) and consolidated shareholders’ equity;

•

The “interest cover” ratio is the ratio between operating income (i.e. consolidated EBIT) and net financial expenses;

•

The “leverage” ratio is the ratio between total net debt (i.e. gross debt less cash and cash equivalents) and EBITDA*.

As at 31 December 2014, 2013 and 2012 the Group complied with these three ratios.

•

The “gearing” ratio, as defined in the agreements, amounted to 1.26. Its value at 31 December 2014 had to be lower than or equal to 2.00.

•

The “interest cover” ratio, as defined in the agreements, amounted to 5.59. Its value at 31 December 2014 had to be higher than or equal to 3.00.

•

The “leverage” ratio, as defined in the agreements, amounted to 3.02. Its value at 31 December 2014 had to be lower than or equal to 3.50.

a.3) Derivatives and risk management policy

•

Hedges

All effective hedges in accordance with criteria specified under IAS 32 are accounted for as hedges.

Where derivatives are classified as hedging instruments, the treatment thereof depends on whether they are designated as a:

•

fair-value hedge;

•

cash flow hedge; or

•

hedge of a net investment in a foreign entity.

All derivatives are measured at fair value and are posted to “Other non-current liabilities” and “Other current liabilities” in the consolidated balance sheet.

•

Foreign-exchange hedges

The hedges’ underlyings are the operating assets and liabilities recorded in the balance sheets of Group companies.

The Group takes out fair value hedges, cash flow hedges and hedges for net investments abroad. The effective portion of the hedges is posted to a separate account within shareholders’ equity (translation adjustments) until the hedged transaction is executed, and reversed to income if the hedged transaction is also posted to income.

FINANCIAL STATEMENTS

•

Interest rate hedges

Derivative financial instruments mostly consist of interest-rate swap contracts implemented by the Group to limit its exposure to interest-rate risk.

Derivatives characterised as cash flow hedges are recognised on the balance sheet as current financial assets or borrowings, with an offset in shareholders’ equity.

The main risks attached to the Group’s financial instruments are interest rate risk on cash flows, liquidity risk, currency risk, risks on equities and other financial products and commodity risk.

•

Currency risk

The total amount of assets denominated in currencies other than the Group’s currency (i.e GBP, PLN, RON, USD, RMB, HKD, RUB, CHF, HUF, CZK, INR, LKR, CLP, BRL, MAD and UAH) pertaining to companies located outside the euro zone is summarised in the following table. These amounts are not hedged.


Foreign currency consideration in €000	USD (United States)		GBP (United Kingdom)		PLN (Poland)		RON (Romania)		RUB (Russia)		OTHER		Total
Net asset (liability) before hedging		291,270		166,592		31,047		21,132		16,538		21,351		547,930
Hedging		—		—		—		—		—		—		—

Net balance after hedging		291,270		166,592		31,047		21,132		16,538		21,351		547,930

During the 2014 financial year, the change in translation adjustments recognised in consolidated shareholders’ equity for the net assets exposed to currency risk amounted to a €26.8 million, which includes the impact of a €4.2 million loss derived from natural hedges recognised as an increase in shareholders’ equity at the financial year-end (net foreign investment and cash flow hedges), in accordance with IAS 21 and IAS 39.

The amount reversed to income for the cash flow hedges subject to foreign exchange risk was a €0.4 million expense in 2014 vs. a €0.3 million expense in 2013.

In 2014, 2013 and 2012, no amounts were transferred to income in respect of net investment hedges.

The Group is principally exposed to USD and GBP.

A 10% appreciation in USD would lead approximately to an €32.4 million increase in net assets converted into euros. A 10% depreciation in GBP would lead approximately to a €26.5 million decrease in net assets converted into euros. A 10% appreciation in GBP would lead approximately to a €0.1 million increase in net income. A 10% depreciation in GBP would lead approximately to a €0.1 million decrease in net income.

A 10% appreciation in GBP would lead approximately to an €18.5 million increase in net assets converted into euros. A 10% depreciation in GBP would lead approximately to a €15.1 million decrease in net assets converted into euros. A 10% appreciation in GBP would lead approximately to a €1.9 million increase in net income. A 10% depreciation in GBP would lead approximately to a €1.6 million decrease in net income.

•

Interest rate risk

Interest rate risk is centrally managed for all Group positions.

FINANCIAL STATEMENTS

Borrowings are concentrated within certain Group companies:

Norbert Dentressangle S.A., ND Location, ND Logistics, NDLI, NDT, ND Logistics Ltd, ND Gerposa, LOCAD entities and ND Holdings Ltd.

All contracts are negotiated and approved by the Group Finance Department.

Given that Group debt financing tangible assets was contracted at the floating three-month Euribor rate, the Group has implemented hedging instruments to limit its exposure to interest-rate fluctuations. In 2014 the hedging strategy was revised.

The rate hedging portfolio exclusively consists of interest rate swaps (exchanging a variable three-month Euribor rate for a fixed rate) pertaining to a total nominal value of €190,000,000 (€135,000,000 as at 31 December 2013). These contracts mature over periods of 1 to 3 years.

As the Corporate debt is also agreed at a floating rate, the Group has contracted hedging instruments to limit its exposure to interest-rate risk.

The related hedging portfolio exclusively consists of interest rate swaps (exchanging a variable rate for a fixed rate) pertaining to a total nominal value of €50,000,000, £111,166,000 (€142,722,000) and $200,000,000 (€164,731,000). These contracts mature over periods of 1 to 5 years.

Income or expenses due to the difference between interest rates paid and received are posted to earnings for the year. The net amount recorded in respect of 2014 was an expense of €7,539,000 (2013: loss of €8,592,000).

In accordance with IAS 39, the fair value of the interest rate hedge was recognised in the balance sheet together with a €607,000 reduction in shareholders’ equity as at 31 December 2014 (a €10,207,000 increase was recorded as at 31 December 2013).


			Fair value on balance sheet*								Posted to
€000	Nominal value		Opening balance				Closing				Earnings		Shareholders’ Capital equity*
	Nominal value		Asset		Liability		Asset		Liability		Earnings		Shareholders’ Capital equity*
Int. rate swaps
Year ended 31 December 2013		655,514		—		23,168		—		12,961		—		10,207
Year ended 31 December 2014		829,885		—		12,961		—		13,568		—		(607	)

(*)

After tax

The nominal value includes a portfolio of active forward start options. The Group does not contract derivatives for speculative purposes.

Sensitivity of earnings and shareholders’ equity to changes in fair value of interest rate derivatives:


€000	Change in base points		Impact on pre-tax earnings Product/(Loss)
2013		+100 / -100		3,858 /	(1,243)
2014		+100 / -100		3,858 /	(817)

€000	Change in base points		Impact on shareholders’ equity Increase / (Decrease)
31/12/2013		+100 / -100		6,373 /	(6,376)
31/12/2014		+100 / -100		7,379 /	(7,620)

FINANCIAL STATEMENTS

The amount reversed to income for the cash flow hedges subject to interest rate risk was a €1.8 million expense in 2014 vs. a €2.4 million expense in 2013.

•

Liquidity risk

As at 31 December 2014, the Group had a €400 million confirmed revolving line of credit maturing in more than one year, of which €138 million was unused, confirmed and unconfirmed overdraft facilities of €51 million and €51 million respectively, and available cash and cash equivalents of €194 million. Some of the Group’s sources of finance are subject to compliance with financial performance conditions, as described under Note 1.6.10.a.2) “Debt ratios”.

Cash flows from borrowings based on non-discounted contractual payments are as follows:


			Less than 1 year								1 to 5 years				More than 5 years
€000	Book value		Fixed rate interest expense		Variable rate interest expense		Repay- ment of principal		Fixed rate interest expense		Variable rate interest expense		Repay- ment of principal		Fixed rate interest expense		Variable rate interest expense		Repay- ment of principal
Borrowings
Borrowings		1,173,678		9,225		15,826		151,557		36,975		41,273		860,308		6,417		165		161,813
Finance lease liabilities		37,957		—		605		9,431		—		963		28,242		—		55		282
Other borrowings		14,520		—		—		14,520		—		—		—		—		—		—

The assumptions applied for valuation of the above maturity breakdown are as follows:

•

exchange rate applied closing rate

•

interest rate applied rate as at 31 December 2014


			Of which confirmed				Of which not confirmed
€000	31 Dec. 2014		Drawn		Undrawn		Drawn		Undrawn
Lines of credit available
Finance lease liabilities		37,957		37,957		—		—		—
Borrowings		1,311,573		1,173,678		137,895		—		—
Bank overdrafts		102,354		—		51,354		14,520		36,480

The Group has carried out a specific review of its liquidity risk and considers that it can meet its liabilities due in less than one year.

•

Risk on equities and other financial investments

The Group does not have any financial investments likely to be exposed to a price fluctuation risk.

•

Commodities risk

This risk is described in Note 1.6.6.d.

•

Equity management

The Group’s main objective in terms of management of its equity is to ensure the preservation of a satisfactory credit risk rating and healthy equity ratios, so as to facilitate its business and maximise value for shareholders.

FINANCIAL STATEMENTS

The Group manages its equity by applying a ratio of net debt divided by shareholders’ equity and net debt.

The Group’s net debt includes interest-bearing borrowings, cash and cash equivalents, excluding discontinued operations.

Shareholders’ equity includes the Group’s shareholding, as well as unrealised income and losses directly recorded as shareholders’ equity.


€000	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Interest-bearing debt maturing after more than one year		1,050,647			742,884			581,068
Interest-bearing debt maturing within one year		160,988			102,507			154,534
Bank overdrafts		14,520			7,200			8,837
Cash and cash equivalents		(209,085	)		(396,422	)		(255,877	)

Net debt		1,017,070			455,969			488,562

Group interest in shareholders’ equity		664,084			544,127			519,107

Ratio		1.5			0.8			0.9

a.4) Details of other non-current assets

Financial assets are recognised at cost when acquired and stated at cost in balance sheets thereafter, corresponding to the fair value of the price paid plus purchase costs.

Other financial assets mostly consist of deposits and guarantees paid to lessors of premises where the Group conducts its operations.


€000	31 Dec. 2014		31 Dec. 2013		31 Dec. 2012
Loans		1,189		1,204		878
Deposits and guarantees		45,167		31,854		23,399
Shareholdings in non-consolidated companies		84		88		250
Employee benefits		5,844		—		3,991
Other assets		3,557		—		—

Total		55,841		33,146		28,518

Employee benefits: refer to Note 1.6.7 a).

Loans, deposits and guarantees as at 31 December 2014 are broken down by maturity date in the following table:


€000	Balance 31 Dec. 2014		Less than 1 year		Maturity dates 1 to 5 years		More than 5 years
Loans		1,189		646		335		208
Deposits and guarantees		45,167		12,753		26,675		5,739

Total		46,357		13,400		26,710		5,947

The loans are interest-bearing loans. Deposits and guarantees do not bear interest.

FINANCIAL STATEMENTS

•

Change in impairment

No impairment.

•

Amount of overdue financial assets, by maturity, that have not been written down

There are no overdue financial assets that have not been written down.

b) Financial profit or loss


€000	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Interest and similar financial income		4,649			4,383			3,342
Interest and similar expenditure		(34,525	)		(25,788	)		(29,057	)

Net Interest Expense		(29,876	)		(21,405	)		(25,716	)

Net Exchange Gains / Losses		(229	)		(1,126	)		(2,406	)

Interest income on pension funds & other provisions		779			444			4,343
Interest expense on pension funds & other provisions		(5,507	)		(3,206	)		(8,142	)
Other financial items		(6,273	)		(1,366	)		(313	)

Other Financial Items		(11,001	)		(4,128	)		(4,112	)

Total		(41,106	)		(26,659	)		(32,233	)

c) Group debt off-balance sheet commitments

€000

31 Dec. 2014

31 Dec. 2013

31 Dec. 2012

Commitments given

Sureties and guarantees

77,292

88,735

39,290

Group debt covenants are specified in the “Debt ratios” paragraph under Note 1.6.10.a.2 covering net debt

1.6.11. Associates and joint ventures

a) Information on associated companies


€000	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Investment brought forward		2,877			4,428			4,511

Share of earnings		(959	)		(1,477	)		8
Other comprehensive income		(75	)		27			(149	)
Dividends		—			—			—
Capital increase and decrease		(1	)		1			1
Translation difference		122			(104	)		55
Changes in consolidation		123			2			2

Investment carried forward		2,087			2,877			4,428

FINANCIAL STATEMENTS


€000	Investment			Shareholders’ equity			Revenue		Net income
Centrale des franchisés
31 Dec. 2012		(45	)		(128	)		14,480		6
31 Dec. 2013		(54	)		(159	)		13,932		(32	)
31 Dec. 2014		(84	)		(249	)		12,649		(88	)
NDB Logistica Romania
31 Dec. 2012		831			1,663			4,247		(181	)
31 Dec. 2013		692			1,383			4,683		(273	)
31 Dec. 2014		765			1,532			5,860		154
Salto
31 Dec. 2012		108			317			5,596		38
31 Dec. 2013		123			363			4,916		46
31 Dec. 2014		138			405			4,906		42
Interbulk
31 Dec. 2012		3,554			106,050			345,801		5,345
31 Dec. 2013		2,157			88,166			319,757		(15,999	)
31 Dec. 2014		1,539			49,724			317,902		(41,382	)
MNS
31 Dec. 2012		44			104			—		(6	)
31 Dec. 2013		43			102			—		(2	)
31 Dec. 2014		—			—			—		—
NCG UK
31 Dec. 2012		(7	)		(13	)		2,777		(98	)
31 Dec. 2013		(25	)		(50	)		2,682		(36	)
31 Dec. 2014		(32	)		(64	)		3,033		(10	)
LOG INS ARES
31 Dec. 2012		(57	)		(117	)		871		(190	)
31 Dec. 2013		(58	)		(118	)		1,471		(1	)
31 Dec. 2014		(60	)		(123	)		2,211		(5	)
NDG Logistics Limitada
31 Dec. 2012		—			—			—		—
31 Dec. 2013		—			—			—		—
31 Dec. 2014		(179	)		(358	)		—		(690	)

FINANCIAL STATEMENTS

b) Information relating to related parties

1. Transactions contracted at arm’s length terms between the Group and companies directly or indirectly owned by Norbert Dentressangle S.A.’s majority shareholder are as follows:


€000	Nature	Income or (expense)									Balance sheet debit or (credit) balance									Provision for doubtful receivables Income or (expense)						Security given or received
Company		31 Dec. 14			31 Dec. 13			31 Dec. 12			31 Dec. 14			31 Dec. 13			31 Dec. 12			31 Dec. 14		31 Dec. 13		31 Dec. 12		31 Dec. 14		31 Dec. 13		31 Dec. 12
Dentressangle Initiatives	Administrative services		(1,400	)		(1,328	)		(1,303	)		(126	)		(244	)		(84	)		—		—		—		—		—		—
Dentressangle Initiatives	Brand maintenance cost recharges		(31	)		(10	)		(13	)		—			—			—			—		—		—		—		—		—
Dentressangle Initiatives	Miscellaneous services		177			142			277			(5,528	)		28			—			—		—		—		—		—		—
Other companies directly or indirectly owned by Dentressangle Initiatives	Rent		(19,447	)		(21,113	)		(18,788	)		—			—			(5,230	)		—		—		—		6,080		5,828		5,183
	Rental and miscellaneous expenses		(1,808	)		(1,758	)		(1,766	)		(347	)		—			—			—		—		—		—		—		—

2. All transactions with companies, over which Norbert Dentressangle exercises significant influence and accounted for under the equity method, are current transactions concluded at arm’s length for amounts that are not material in relation to the Group’s business.

Balance sheet balances at the year end are also not material.

1.6.12. Income tax

a) Breakdown of corporate income tax


€000	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Net current tax charge/income		(25,101	)		(26,843	)		(10,196	)
Other taxes		(13,055	)		(12,962	)		(12,806	)
Net deferred tax charge/income		5,966			3,168			(3,793	)

Total tax charge		(32,191	)		(36,637	)		(26,795	)

FINANCIAL STATEMENTS

•	Tax proof


€000	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Consolidated income before tax and before CVAE		115,234			108,471			97,237
CVAE		(13,055	)		(12,962	)		(13,226	)
Consolidated income before tax and after CVAE		102,179			95,509			84,011
National tax rate		38.0	%		38.0	%		36.10	%
Theoretical tax charge		(38,828	)		(36,293	)		(30,328	)
CICE		7,169			4,465			—
Tax deductibility cap		(1,339	)		—			—
Other permanent differences		1,465			(7,773	)		50
Impairment of goodwill		—			—			(1,986	)
Legal restructuring of the UK holding companies		—			—			22,635
Losses not triggering deferred tax		(6,828	)		(3,981	)		(12,307	)
Recognition of previously unrecognised losses		6,766			10,537			3,759
Other taxes		(396	)		—			688
Impact of tax rate differences in the UK		4,066			6,281			3,920
Impact of tax rate differences in Spain		5,829			—			—
Other effects of tax rate differences		2,960			3,090			—
Tax charge excluding CVAE		(19,136	)		(23,675	)		(13,569	)
Effective tax rate excluding CVAE		18.7	%		24.8	%		16.2	%
CVAE		(13,055	)		(12,962	)		(13,226	)
Taxes and CVAE recognised		(32,192	)		(36,637	)		(26,795	)
Effective tax rate		27.9	%		33.8	%		27.6	%

b) Deferred tax

Deferred tax assets and liabilities are assessed at the tax rate expected to be applied for the year during which the asset is to be realised or the liability settled, with reference to the tax rates and regulations enacted or substantially enacted as at the balance sheet date.

Deferred tax arising from timing differences between the tax value and the book value of an asset or liabilities are accounted for based on the following procedures:

•

Deferred tax liabilities are booked in full;

•

Deferred tax assets are only recorded insofar as there is a reasonable likelihood of realisation or recovery over the medium term.


€000	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Deferred tax assets		63,992			53,347			47,750
Deferred tax liabilities		(143,275	)		(72,846	)		(71,690	)

Net deferred tax		(79,283	)		(19,499	)		(23,940	)

FINANCIAL STATEMENTS

•

Deferred tax breaks down by type as follows:


	31 Dec. 2014									31 Dec. 2013									31 Dec. 2012
€000	Deferred tax assets			Deferred tax liabilities			Total			Deferred tax assets			Deferred tax liabilities			Total			Deferred tax assets			Deferred tax liabilities			Total
Intangible assets		1,809			(116,945	)		(115,136	)		637			(42,877	)		(42,239	)		123			(37,948	)		(37,825	)
Tangible fixed assets and finance leases		8,123			(46,980	)		(38,857	)		8,775			(42,098	)		(33,323	)		11,462			(49,547	)		(38,085	)
Provisions and employee benefits		34,964			(1,097	)		33,867			40,920			(746	)		40,174			29,949			(243	)		29,706
Losses carried forward		27,404			—			27,404			8,523			—			8,523			10,604			—			10,604
Other items		16,140			(2,701	)		13,439			9,777			(2,411	)		7,366			12,726			(1,066	)		11,660

Total		88,440			(167,723	)		(79,283	)		68,632			(88,132	)		(19,499	)		64,864			(88,804	)		(23,940	)

Offsets		(24,448	)		24,448			—			(15,285	)		15,285			—			(17,114	)		17,114			—

Recorded taxes		63,992			(143,275	)		(79,283	)		53,347			(72,846	)		(19,499	)		47,750			(71,690	)		(23,940	)

•

Deferred tax breaks down as follows:


€000	Intangible assets			Tangible fixed assets and finance leasing			Provisions and employee benefits			Tax losses carried forward			Other items			Total
Deferred tax as at 31/12/2011		(40,024	)		(36,313	)		34,420			11,408			7,424			(23,085	)

Amounts posted to profit or loss		2,995			(823	)		(4,631	)		(1,279	)		(264	)		(4,002	)
Foreign exchange gains or losses		(463	)		299			73			(3	)		68			(26	)
Amounts posted to shareholders’ equity, reclassifications and impact of changes in consolidation scope		(333	)		(1,248	)		(156	)		478			4,432			3,173

Deferred tax as at 31 Dec. 2012		(37,825	)		(38,085	)		29,706			10,604			11,660			(23,940	)

Amounts posted to profit or loss		2,548			5,020			(1,766	)		(2,575	)		(56	)		3,168
Foreign exchange gains or losses		398			(260	)		294			(6	)		21			447
Amounts posted to shareholders’ equity, reclassifications and impact of changes in consolidation scope		(7,359	)		2			11,941			500			(4,258	)		826

Deferred tax as at 31 Dec. 2013		(42,239	)		(33,323	)		40,174			8,523			7,366			(19,499	)

Amounts posted to profit or loss		7,412			3,624			(2,105	)		(4,003	)		1,039			5,967
Foreign exchange gains or losses		(7,874	)		(206	)		1,368			1,997			328			(4,387	)
Amounts posted to shareholders’ equity, reclassifications and impact of changes in consolidation scope		(72,435	)		(8,952	)		(5,570	)		20,887			4,706			(61,364	)

Deferred tax as at 31 Dec. 2014		(115,136	)		(38,857	)		33,867			27,404			13,439			(79,283	)

FINANCIAL STATEMENTS

Deferred tax liabilities principally arise on the recognition of customer relations (intangible assets), on the revaluation of real estate recognised on the Christian Salvesen, TDG and Jacobson Companies acquisitions and on the difference in depreciation periods for vehicles between the consolidated financial statements and the local statutory company accounts.

Tax losses, for which deferred tax has not been recognised, amount to €84.7 million representing €25.8 million in unrecognised deferred tax assets.

1.6.13. Shareholders equity and earnings per share

a) Issued share capital and reserves


Year	Nature of transaction	Change in share capital						Share capital following transaction
		Number of shares		Nominal value in euros		Share premiums in euros		Amount in euros		Number of shares
As at 31 December 2012									19,672,482		9,836,241
As at 18 September 2013	Share warrants		30,000		2		1,759,200		19,732,482		9,866,241
As at 20 December 2013	Capital reduction		30,000		2		1,648,680		19,672,482		9,836,241
As at 31 December 2013									19,672,482		9,836,241
As at 22 October 2014	Share warrants		30,000		2		1,759,200		19,732,482		9,866,241
As at 22 October 2014	Capital reduction		30,000		2		1,702,110		19,672,482		9,836,241
As at 31 December 2014									19,672,482		9,836,241

During the 2014 financial year, the Group carried out a share capital increase and decrease involving 30,000 shares, with a par value of €2 per share, following the exercise of 30,000 stock warrants; the entire transaction was recorded by the Executive Board meeting of 22 October 2014.

The share capital consists of shares having a nominal value of €2 each.

Each share carries one vote. However, a double vote – carrying twice the weight of that of other shares in proportion to the fraction of share capital represented – is allocated to:

a) all fully paid-up shares in registered form and recorded in the name of the same shareholder for at least four years; and

b) registered bonus shares allocated to a shareholder in the event of a capital increase by way of capitalisation of reserves, income or share premiums, through existing shares held that carry such entitlement.

Dividends per share paid in respect of the last three financial years were as follows:

In €

2013

2012

2011

Dividends

1.60

1.50

1.25

FINANCIAL STATEMENTS

Other reserves are broken down as follows:


€000	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Undistributed reserves					469,680			455,443

IFRIC 21 adjustment					1,560			1,560

Undistributed reserves		556,184			471,240			457,003

Treasury shares		(4,397	)		(6,408	)		(14,710	)
Fair value of cash flow and net foreign investment hedges		(14,318	)		(12,797	)		(22,822	)
Tax on financial instruments and translation adjustments		7,288			6,151			9,975
Other		(519	)		(444	)		(471	)

Total Other Reserves		(11,946	)		(13,498	)		(28,028	)

Total Consolidated Reserves		544,238			456,182			427,415

b) Average number of shares

Treasury shares held for all purposes are offset against shareholders’ equity.

No gain or loss is recognised as income upon the acquisition, sale, issue or cancellation of Group equity instruments.


	31 Dec. 2014			31 Dec. 2013			31 Dec. 2012
Number of shares in issue		9,836,241			9,836,241			9,836,241
Number of treasury shares		(45,790	)		(105,217	)		(259,434	)
Number of shares		9,790,451			9,731,024			9,576,807
Share warrants		110,000			140,000			115,000
Stock options		—			51,940			—
Average number of diluted shares		9,900,451			9,922,964			9,691,807

c) Earnings per share

Net earnings per share are obtained by dividing net income for the financial year by the number of shares outstanding at year-end, reduced by the number of treasury shares. Consolidated diluted net earnings per share take into account shares issued as a result of the exercise of stock options, minus treasury shares.


	31 Dec. 2014		31 Dec. 2013		31 Dec. 2012
Net income, Group share		75,895		70,100		69,672
Number of shares		9,790,451		9,731,024		9,576,807
Earnings per share		7.75		7.20		7.28
Net income, Group share		75,895		70,100		69,672
Average number of diluted shares		9,900,451		9,922,964		9,691,807
Net diluted earnings per share		7.67		7.06		7.19

FINANCIAL STATEMENTS

1.6.14. Consolidation scope

All consolidated companies close their accounts on 31 December with the exception of NDO India and NDO Lanka, which close their accounts on 31 March. Interim accounts as at 31 December were prepared for NDO India and NDO Lanka for purposes of the Group financial statements.

The main companies included in the consolidation are stated below:


		Percentage interest						Percentage control						Method		Note
		2014		2013		2012		2014		2013		2012		Method		Note
ND THIER	Germany		100		100		100		100		100		100		FI
ND LOGISTICS (DEUTSCHLAND) GMBH	Germany		100		100		—		100		100		—		FI
TDG DEUTSCHLAND GMBH	Germany		100		100		100		100		100		100		FI
NDL LLC	Saudi Arabia		—		50		50		—		50		50		FI	(3)
ND BELGIE	Belgium		100		—		—		100		—		—		FI	(2)
NDO BELGIUM	Belgium		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE LOGISTICS ANTWERP NV	Belgium		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE LOGISTICS BELGIUM NV	Belgium		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE LOGISTICS WELKENRAEDT	Belgium		100		100		100		100		100		100		FI
NDG LOGISTICS LIMITADA	Brazil		50		—		—		50		—		—		EM	(2)
NDO BRASIL AGENCIAMENTO DE CARGA LTDA	Brazil		100		100		100		100		100		100		FI
NDO CHILE	Chile		100		100		100		100		100		100		FI
NDO FREIGHT FORWARDING (Tianjin) Co.LTD	China		100		100		100		100		100		100		FI
NDO BEIJING	China		75		75		75		75		75		75		FI
ND LOGITICS ESPANA SERVICIOS INTEGRALES S.L.	Spain		100		100		100		100		100		100		FI
ND VOLUMEN IBERIA	Spain		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE GERPOSA SL	Spain		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE IBERICA SL	Spain		100		100		100		100		100		100		FI
SALVESEN LOGISTICA SA	Spain		50		50		50		50		50		50		FI	(5)
NORBERT DENTRESSANGLE OVERSEAS SPAIN	Spain		100		100		100		100		100		100		FI
FIEGE IBERIA	Spain		—		100		—		—		100		—		FI	(4)
JACOBSON LOGISTICS COMPANY INC	United States		100		—		—		100		—		—		FI	(1)
JACOBSON PACKAGING COMPANY LC	United States		100		—		—		100		—		—		FI	(1)
JACOBSON STAFFING COMPANY LC	United States		100		—		—		100		—		—		FI	(1)
JACOBSON TRANSPORTATION COMPANY INC	United States		100		—		—		100		—		—		FI	(1)

FINANCIAL STATEMENTS


		Percentage interest						Percentage control						Method		Note
		2014		2013		2012		2014		2013		2012		Method		Note
JACOBSON WAREHOUSE COMPANY INC	United States		100		—		—		100		—		—		FI	(1)
JHCI ACQUISITION INC	United States		100		—		—		100		—		—		FI	(1)
JHCI HOLDINGS INC	United States		100		—		—		100		—		—		FI	(1)
NDL HOLDING USA INC.	United States		100		—		—		100		—		—		FI	(1)
NDO AMERICA INC.	United States		100		100		100		100		100		100		FI
NDO HOLDING USA INC.	United States		100		100		100		100		100		100		FI
AUTOLOG	France		100		100		100		100		100		100		FI
BRIVE-TRANSIT	France		100		100		100		100		100		100		FI
CEMGA LOGISTICS	France		100		100		100		100		100		100		FI
CENTRALE DES FRANCHISES ND SCA	France		32,45		34		35		32,45		34		35		EM
CHRISTIAN SALVESEN SA	France		100		100		100		100		100		100		FI
DARFEUILLE LOGISTICS	France		—		100		100		—		100		100		FI	(4)
DI CI VRAC SUD OUEST	France		100		100		100		100		100		100		FI
GEL SERVICES	France		100		100		100		100		100		100		FI
IMMOTRANS	France		100		100		100		100		100		100		FI
LA TARNOSIENNE	France		100		100		100		100		100		100		FI
LOCAD 08	France		100		100		100		100		100		100		FI
LOCAD 10	France		100		100		100		100		100		100		FI
LOCAD 11	France		100		100		100		100		100		100		FI
LOCAD 12	France		100		100		100		100		100		100		FI
LOG’INS ARES NORBERT DENTRESSANGLE	France		49		49		49		49		49		49		EM
MAGASINS GENERAUX CHAMPAGNE-ARDENNE	France		100		100		100		100		100		100		FI
MNS SAS	France		—		42		42		—		42		42		EM	(3)
ND CAVAILLON ENTREPÔTS	France		—		100		100		—		100		100		FI	(4)
ND CARE	France		100		—		—		100		—		—		FI	(2)
ND CENTRAL EUROPE	France		100		100		100		100		100		100		FI
ND CTL	France		100		100		100		100		100		100		FI
ND FORMATION	France		100		100		100		100		100		100		FI
ND FRANCHISE	France		100		100		100		100		100		100		FI
ND FS	France		100		100		100		100		100		100		FI
ND G3	France		100		—		—		100		—		—		FI	(2)
ND GENAS	France		100		—		—		100		—		—		FI	(2)
ND GESTION	France		100		100		100		100		100		100		FI
ND GRADUATES	France		100		—		—		100		—		—		FI	(2)
ND HYDROCARBURES	France		100		100		100		100		100		100		FI
ND INFORMATIQUE	France		100		100		100		100		100		100		FI
ND INTER-PULVE	France		100		100		100		100		100		100		FI	(3)
ND KEY PL	France		100		100		100		100		100		100		FI
ND LOCATION	France		100		100		100		100		100		100		FI
ND LOGISTICS	France		100		100		100		100		100		100		FI
ND MAINTENANCE	France		100		100		100		100		100		100		FI
ND PHARMA	France		100		100		—		100		100		—		FI

FINANCIAL STATEMENTS


		Percentage interest						Percentage control						Method		Note
		2014		2013		2012		2014		2013		2012		Method		Note
ND RED EUROPE	France		100		100		100		100		100		100		FI
ND SERVICES	France		100		100		100		100		100		100		FI
ND SPORT	France		100		100		100		100		100		100		FI
NDH	France		100		100		100		100		100		100		FI
NDL INTERNATIONAL	France		100		100		100		100		100		100		FI
NDT	France		100		100		100		100		100		100		FI
NDU	France		100		100		100		100		100		100		FI
ND W	France		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE	France		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE CHIMIE	France		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE DISTRIBUTION	France		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE DISTRIBUTION EUROPE	France		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE DISTRIBUTION SERVICES	France		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE OVERSEAS	France		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE OVERSEAS FRANCE	France		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE SILO	France		100		100		100		100		100		100		FI
OMEGA VII	France		100		100		100		100		100		100		FI
OMEGA X	France		100		100		100		100		100		100		FI
PORT DE BOUC TRANSIT	France		100		100		100		100		100		100		FI
SALVESEN PROPERT	France		100		100		100		100		100		100		FI
SCI DE L’AUBIFRESNE	France		100		100		100		100		100		100		FI
SNM VALENCIENNES SAS	France		—		100		100		—		100		100		FI	(4)
SONECOVI NORD	France		100		100		100		100		100		100		FI
SONECOVI SUD	France		100		100		100		100		100		100		FI
THT LOGISTICS	France		100		100		100		100		100		100		FI
TND AUVERGNE	France		100		100		100		100		100		100		FI
TND CHAMPAGNE	France		100		100		100		100		100		100		FI
TND EST	France		100		100		100		100		100		100		FI
TND FRIGO INDUSTRIE	France		100		100		100		100		100		100		FI
TND FRIGO LOCATION	France		100		100		100		100		100		100		FI	(3)
TND ILE DE FRANCE	France		100		100		100		100		100		100		FI
TND LIMOUSIN	France		100		100		—		100		100		—		FI
TND NORD SAS	France		100		100		100		100		100		100		FI
TND NORMANDIE BRETAGNE	France		100		100		100		100		100		100		FI
TND OUEST SAS	France		100		100		100		100		100		100		FI
TND SUD SARL	France		100		100		100		100		100		100		FI
TND SUD OUEST	France		100		100		100		100		100		100		FI
TND VOLUME	France		100		100		100		100		100		100		FI
TRANSIMMO PICARDIE	France		100		100		100		100		100		100		FI
TRANSPORTS HARDY	France		100		100		100		100		100		100		FI

FINANCIAL STATEMENTS


		Percentage interest						Percentage control						Method		Note
		2014		2013		2012		2014		2013		2012		Method		Note
TRANSPORTS NORBERT DENTRESSANGLE	France		100		100		100		100		100		100		FI
UNITED SAVAM	France		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE OVERSEAS HK LIMITED	Hong-Kong		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE OVERSEAS HUNGARY KFT	Hungary		100		100		100		100		100		100		FI
TRANSPORTS NORBERT DENTRESSANGLE HUNGARY	Hungary		100		100		100		100		100		100		FI
NDO INDIA PRIVATE LTD	India		100		80		80		100		80		80		FI
NORBERT DENTRESSANGLE LOGISTICS IRELAND LTD	Ireland		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE TRANSPORT IRELAND	Ireland		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE OVERSEAS IRELAND	Ireland		100		100		100		100		100		100		FI
INVERALMOND INSURANCE LIMITED	Ireland		100		100		100		100		100		100		FI
ND LOGISTICS ITALIA SPA	Italy		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE ITALIA SRL	Italy		100		100		100		100		100		100		FI
FIEGE LOGISTICS ITALIA SPA	Italy		100		100		—		100		100		—		FI
FIEGE BORRUSO SPA	Italy		100		100		—		100		100		—		FI
SAVAM LUX SA	Luxembourg		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE MAROC	Morocco		100		100		100		100		100		100		FI
NDL HOLDING RUSSIA BV	Netherlands		50		50		—		50		50		—		FI
ND LOGISTICS NEDERLAND B.V	Netherlands		100		100		100		100		100		100		FI
TD HOLDINGS BV	Netherlands		100		100		100		100		100		100		FI
TCG EAST & SOUTH	Netherlands		76,5		65		65		76,5		65		65		FI
NDO NETHERLAND BV	Netherlands		100		100		100		100		100		100		FI
ND POLSKA SP ZOO	Poland		100		100		100		100		100		100		FI
ND LOGISTICS POLAND SP ZOO	Poland		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE LOGISTICA PORTUGAL LDA	Portugal		100		100		—		100		100		—		FI
ND PORTUGAL TRANSPORTES LDA	Portugal		100		100		100		100		100		100		FI
ND LOGISTICS CZ	Czech Republic		100		100		100		100		100		100		FI
NDB LOGISTICA ROMANIA SRL	Romania		50		50		—		50		50		—		EM
ND LOGISTICS ROMANIA SRL	Romania		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE OVERSEAS ROMANIA	Romania		100		100		100		100		100		100		FI
TRANSCONDOR SA	Romania		100		100		100		100		100		100		FI
NDL FRIGO LOGISTICS	Romania		50		50		50		50		50		50		FI	(5)
AJG INTERNATIONAL LIMITED	United Kingdom		100		100		100		100		100		100		FI
CHRISTIAN SALVESEN INVESTMENTS LTD	United Kingdom		100		100		100		100		100		100		FI

FINANCIAL STATEMENTS


		Percentage interest						Percentage control						Method		Note
		2014		2013		2012		2014		2013		2012		Method		Note
HOPKINSON TRANSPORT (CHESTERFIELD) LIMITED	United Kingdom		100		—		—		100		—		—		FI	(1)
NCG UK LTD	United Kingdom		49,9		49,9		49,9		49,9		49,9		49,9		EM
NORBERT DENTRESSANGLE HOLDINGS LIMITED	United Kingdom		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE MAINTENANCE UK LTD	United Kingdom		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE TANKERS LTD	United Kingdom		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE TRANSPORT UK LIMITED	United Kingdom		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE LOGISTICS LIMITED	United Kingdom		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE LOGISTICS UK LIMITED	United Kingdom		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE SERVICES LTD	United Kingdom		100		100		100		100		100		100		FI
SALVESEN LOGISTICS LTD	United Kingdom		100		100		100		100		100		100		FI
TDG LTD	United Kingdom		100		100		100		100		100		100		FI
TDG (UK) LTD	United Kingdom		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE OVERSEAS UK LIMITED	United Kingdom		100		100		100		100		100		100		FI
TDG OVERSEAS	United Kingdom		100		100		100		100		100		100		FI
NORBERT DENTRESSANGLE OVERSEAS RUS	Russia		100		100		—		100		100		—		FI
ND LOGISTICS FRESH LLC	Russia		50		50		—		50		50		—		FI
ND LOGISTICS RUS LLC	Russia		100		—		—		100		—		—		FI	(2)
TRANSPORTS NORBERT DENTRESSANGLE SLOVAKIA	Slovakia		100		100		100		100		100		100		FI
NDO LANKA (PRIVATE) LIMITED	Sri Lanka		40		40		40		40		40		40		FI
LUXURY GOODS LOGISTICS SA	Switzerland		49		49		49		49		49		49		FI
ND LOGISTICS SWITZERLAND SAGL	Switzerland		100		100		100		100		100		100		FI
ND LOGISTICS UKRAINE SRL	Ukraine		100		100		100		100		100		100		FI

FI = Fully Integrated

EM = Equity Method

(1)	Company acquired in 2014

(2)	Company formed in 2014

(3)	Company liquidated/taken over/sold in 2014

(4)	Company liquidated/taken over/sold in 2013

(5)	Company consolidated on a proportional basis until 20 December 2013, and subsequently fully consolidated

Exhibit 99.3

Exhibit 99.3

Review Report of Independent Auditors

Norbert Dentressangle S.A.

192, avenue Thiers

69457 Lyon cedex 6

France

We have reviewed the accompanying condensed consolidated interim financial statements of Norbert Dentressangle S.A., which comprise the condensed consolidated balance sheet as of March 31, 2015, and the related condensed consolidated income statements, consolidated statements of other comprehensive income, consolidated cash flow statements and consolidated statements of changes in equity for the quarters ended March 31, 2015 and March 31, 2014, and the related notes to the condensed consolidated interim financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these condensed consolidated interim financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, specifically IAS 34, Interim Financial Information; this responsibility includes the design, implementation and maintenance of internal control sufficient to provide a reasonable basis for the preparation and fair presentation of interim financial information in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Auditors’ Responsibility

Our responsibility is to conduct our review in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements. Accordingly, we do not express such an opinion.

Conclusion

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements referred to above for them to be in conformity with IAS 34, Interim Financial Reporting.

Report on condensed consolidated balance sheet as of December 31, 2014

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Norbert Dentressangle S.A. as of December 31, 2014, and the related consolidated income statements, consolidated statements of other comprehensive income, consolidated cash flows statements and consolidated statements of changes in equity for the year then ended and we expressed an unqualified audit opinion on those audited consolidated financial statements in our report dated May 22, 2015. In our opinion, the accompanying condensed consolidated balance sheet of Norbert Dentressangle as of December 31, 2014, is consistent, in all material respects, with the audited consolidated financial statements from which it has been derived.

May 22, 2015

Lyon, France


/s/ Ernst & Young et Autres		/s/ Grant Thornton
Ernst & Young et Autres		Grant Thornton
Daniel Mary-Dauphin		Robert Dambo
Partner		Partner

1.1 CONSOLIDATED INCOME STATEMENT (UNAUDITED)


€000	Note		For the 3 months ended 31/03/2015			For the 3 months ended 31/03/2014
Revenues		1.6.5		1,300,349			1,085,571

Other purchases and external costs				(796,702	)		(681,822	)
Staff costs				(405,416	)		(332,537	)
Taxes, levies and similar payments				(16,348	)		(13,305	)
Amortisation and depreciation charges				(31,937	)		(28,562	)
Other operating expenses and income				(2,301	)		(307	)
Gains and losses on sales of operating assets				744			939
Restructuring costs				(3,002	)		(4,151	)
Fixed assets gains or losses				187			—

EBITA		1.6.6.		45,201			25,826

Amortisation of allocated Customer Relations				(4,922	)		(1,758	)

EBIT		1.6.6		40,279			24,068

Net interest expense		1.6.10		(9,889	)		(6,366	)
Net exchange gains/losses		1.6.10		3,773			(1,369	)
Other financial items		1.6.10		(690	)		(1,212	)

Group pre-tax income				33,474			15,122

Income tax		1.6.12		(11,454	)		(6,790	)
Group share of earnings of companies treated under the equity method		1.6.11		(6	)		16

Net income				22,014			8,348

Non-controlling interests				697			794

Net income group share				21,317			7,554

Earnings per share
Basic EPS on net income for the year		1.6.13		2.18			0.78
Diluted EPS on net income for the year		1.6.13		2.15			0.76

The accompanying footnotes are an integral part of the condensed consolidated financial statements.

1.2. CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME (UNAUDITED)


€000	31/03/2015			31/03/2014
Net income		22,014			8,348
Translation adjustments		54,601			(38	)
Gains (losses) on revaluation of financial instruments		103			(779	)
Tax on financial instruments and translation adjustments		2,344			(128	)

Sub-total of items recyclable to profit or loss		57,048			(945	)

Actuarial gains and losses on employee benefits		(9,159	)		—
Tax impact		1,832			—

Sub-total of items not recyclable to profit or loss		(7,327	)		—

Other items amounts posted to shareholders’ equity		49,721			(945	)

Total comprehensive income		71,735			7,403

Attributable to:
Non-controlling interests		1,243			652
Parent company shareholders		70,492			6,751

The accompanying footnotes are an integral part of the condensed consolidated financial statements.

1.3. CONSOLIDATED BALANCE SHEET (UNAUDITED)

ASSETS


€000	Note		31/03/2015		31/12/2014
Goodwill		1.6.8		1,044,954		975,079
Intangible fixed assets		1.6.8		378,735		350,984
Tangible fixed assets		1.6.8		577,398		570,162
Investments in associated companies		1.6.11		2,219		2,087
Other non-current financial assets		1.6.10		50,233		55,841
Deferred tax assets		1.6.12		68,787		63,992

Non-current assets				2,122,326		2,018,145

Inventories		1.6.6		23,438		19,404
Trade receivables		1.6.6		981,821		886,447
Current tax receivable		1.6.6		53,821		38,558
Other receivables		1.6.6		165,492		164,774
Other current financial assets		1.6.10		21,222		18,778
Cash and cash equivalents		1.6.10		141,847		209,085

Current assets				1,387,641		1,337,046

Total assets				3,509,967		3,355,191

LIABILITIES


€000	Note		31/03/2015		31/12/2014
Share capital		1.6.13		19,672		19,672
Share premium				19,132		19,132
Translation adjustments				59,202		5,147
Consolidated reserves				616,138		544,238
Net income for the financial year / period				21,317		75,895

Shareholders’ equity group share				735,461		664,084

Non-controlling interests				28,541		27,156

Shareholders’ equity				764,002		691,240

Long-term provisions		1.6.9		152,831		143,620
Deferred tax liabilities		1.6.12		168,743		143,275
Long-term borrowings		1.6.10		1,049,440		1,050,647
Other non-current liabilities		1.6.10		28,220		25,569

Non-current liabilities				1,399,234		1,363,111

Short-term provisions		1.6.9		21,158		20,040
Short-term borrowings		1.6.10		164,617		160,988
Other current borrowings		1.6.10		40,245		36,213
Bank overdrafts		1.6.10		47,940		14,520
Trade payables		1.6.6.		649,784		655,860
Current tax payable		1.6.6.		13,425		11,224
Other debt		1.6.6.		409,562		401,995

Current liabilities				1,346,731		1,300,840

Total liabilities				3,509,967		3,355,191

The accompanying footnotes are an integral part of the condensed consolidated financial statements.

1.4. CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)


€000	Note		3 months ended 31/03/2015			3 months ended 31/03/2014
Net income Group Share				21,317			7,554
Depreciation and provisions				37,492			29,452
Net financial costs on financing transactions				6,116			7,734
Other financial items				690			1,213
Minority interests				703			778
Corporate income tax (income) / expense				11,454			6,790
EBITDA				77,772			53,521
Capital gains or losses on disposals of fixed assets				(493	)		(871	)
Corporate income tax paid				(6,532	)		(5,894	)
Free cash flow after tax paid				70,747			46,756
Change in inventories				(2,827	)		440
Trade receivables				(61,501	)		(49,883	)
Trade payables				(14,579	)		(22,829	)
Operating working capital				(78,907	)		(72,272	)
Social security receivables and payables				(5,461	)		2,977
Tax receivables and payables				8,612			(4,600	)
Other receivables and payables				(1,347	)		(1,756	)
Non-operating working capital (excl. corporate income tax)				1,804			(3,379	)
Operating working capital (excl. corporate income tax)				(77,103	)		(75,651	)
Change in Pension Funds				(3,253	)		(8,217	)

Net cash flow from operations				(9,609	)		(37,112	)

Sales of intangible and tangible fixed assets				9,171			15,304
Acquisition of intangible and tangible fixed assets				(29,843	)		(28,290	)
Receivables on sales of fixed assets				(14,213	)		(15,888	)
Payables on acquisitions of fixed assets				—			—
Sales of financial assets				—			—
Net cash flow from company acquisitions and sales		1.6.4.		(255	)		(635	)

Net cash flow from investment transactions				(35,140	)		(29,509	)

Net cash flow				(44,749	)		(66,621	)
Dividends paid to parent company shareholders				—			(159	)
Net new loans				—			17,540
Capital increase/(reduction)				2			—
Treasury shares				336			979
Other financial assets/liabilities				7,765			2,269
Repayment of loans				(61,231	)		(35,829	)
Net financial costs on financing transactions				(6,116	)		(7,734	)

Net cash flow from financing transactions				(59,244	)		(22,934	)

Exchange differences on foreign currency transactions				3,335			1,207
Change in cash				(100,658	)		(88,348	)

Opening cash and cash equivalents				194,565			389,422
Closing cash and cash equivalents		1.6.10.		93,907			301,074
Change in cash (closing—opening)				(100,658	)		(88,348	)

The accompanying footnotes are an integral part of the condensed consolidated financial statements.

1.5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)


€000	Share capital		Share premium		Undistributed reserves			Other réserves			Earnings			Translation adjustments			Shareholders’ equity, Group share			Non-controlling interests			TOTAL Shareholders’ equity
At 31 December 2013		19,672		19,077		471,240			(13,498	)		70,100			(22,464	)		544,127			27,595			571,722
Appropriation of earnings		—		—		70,100			—			(70,100	)		—			—			—			—
Dividends paid		—		—		—			—			—			—			—			(158	)		(158	)
Net profit for the period		—		—		—			—			7,554			—			7,554			794			8,348
Other comprehensive income		—		—		—			(907	)		—			104			(803	)		(142	)		(945	)
(Acquisitions) disposals of treasury shares		—		—		159			819			—			—			978			—			978
Share-based remuneration		—		—		254			—			—			—			254			—			254
Other variations		—		—		48			—			—			—			48			(1	)		47

At 31 March 2014		19,672		19,077		541,801			(13,586	)		7,554			(22,360	)		552,158			28,088			580,246

Dividends paid		—		—		(15,588	)		—			—			—			(15,588	)		(2,833	)		(18,421	)
Net profit for the year		—		—		—			—			68,341			—			68,341			5,394			73,735
Other comprehensive income		—		—		27,980			448			—			27,507			55,935			(575	)		55,360
(Acquisitions) disposals of treasury shares		—		—		(57	)		1,192			—			—			1,135			—			1,135
Capital increase		—		55		60			—			—			—			115			—			115
Share-based remuneration		—		—		1,455			—			—			—			1,455			—			1,455
Changes in consolidation		—		—		691			—			—			—			691			(2,689	)		(1,998	)
Other variations		—		—		(158	)		—			—			—			(158	)		(229	)		(387	)

At 31 December 2014		19,672		19,132		556,184			(11,946	)		75,895			5,147			664,084			27,156			691,240

Appropriation of earnings		—		—		75,895			—			(75,895	)		—			—			—			—
Net profit for the period		—		—		—			—			21,317			—			21,317			697			22,014
Other comprehensive income		—		—		(7,327	)		2,447			—			54,055			49,175			546			49,721
(Acquisitions) disposals of treasury shares		—		—		267			67			—			—			334			—			334
Share-based remuneration		—		—		670			—			—			—			670			—			670
Changes in consolidation		—		—		(142	)		—			—			—			(142	)		142			—
Other variations		—		—		23			—			—			—			23			—			23

At 31 March 2015		19,672		19,132		625,570			(9,432	)		21,317			59,202			735,461			28,541			764,002

The accompanying footnotes are an integral part of the condensed consolidated financial statements.

1.6. Notes to the condensed consolidated financial statements as of 31 March 2015

1.6.1. General information regarding the issuer

The Company is listed on the Paris and London stock exchanges on the Eurolist market, compartment A.

The Group financial statements were authorized for issue in accordance with a resolution of the directors on May 22, 2015.

The Group’s businesses are Transport, Logistics and Air & Sea.

1.6.2. Significant events

•

Acquisition of Groupe Norbert Dentressangle by XPO Logistics

From a contractual standpoint, the main consequences of this change in ownership are the following:

•

The terms and conditions of the share-based awards granted to managers (share warrants and performance shares) will be modified, resulting in a shorter vesting period (acceleration).

The acquisition by XPO being expected to close in June 2015, the consequences of the change in ownership have not been accounted for in the consolidated balance sheet as of March 31, 2015 and consolidated income statement for the quarter then ended and are disclosed in the present financial statements, in accordance with IAS 10—events after the reporting period.

1.6.3. General accounting policies

a) Statement of compliance and basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The condensed consolidated financial statements for the first quarter of 2015 have been prepared in accordance with IAS 34 “Interim Financial Reporting”. They do not include all information and disclosures required in the annual financial statements. Therefore, it is advisable to read them in conjunction with the Group

consolidated financial statements of 31 December 2014. The Group consolidated financial statements for the year ended 31 December 2014 are available on request at the Company registered office or on www.norbert-dentressangle.com.

The consolidated financial statements have been drawn up in euros, i.e. the Group’s functional currency, and are stated in thousands of euros (€000).

b) Changes in accounting policies

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2014.

The Group has not applied any standards, interpretations or amendments, as adopted by the IASB, for which their mandatory date of application is after 31 March 2015, such as:

•

IFRS 15 : revenue from contracts with customers

•

IFRS 9 : financial instruments

•

IFRS 9 : hedge accounting and amendments to IFRS 9, IFRS 7 and IAS 39

•

Improvements to IFRS : 2010—2012 cycle ; 2011—2013 cycle ; 2012-2014 cycle.

•

IFRS 11 : accounting for acquisitions of interests in joint operations

•

IAS 1 : disclosure initiative

c) Estimates and judgments

Material estimates and assumptions applied in preparing the financial statements principally relate to:

•

Measuring the recoverable amount of tangible and intangible assets including goodwill,

•

Estimating provisions, specifically measuring assets and liabilities from retirement commitments,

•

Valuing customer relations,

•

Valuing financial instruments;

•

Recognising deferred tax assets.

d) Features specific to the preparation of the interim financial statements:

•

Income tax

In the context of the interim financial statements, income tax (current and deferred) is determined by applying the average effective rate estimated for the entire year to the pre-tax income.

•

Pensions and other employee benefits

Pension costs and other long-term employee benefits are based on updated actuarial valuations performed at the end of the period or calculated on the basis of an extrapolation of the valuations performed at the end of the prior year. Where appropriate, these assessments are adjusted for discounts, settlements or other significant non-recurring developments during the period.

1.6.4. Scope of consolidation

a) Change in scope of consolidation

•

Jacobson Companies acquisition—Allocation of purchase price

At 31 March 2015, the purchase price allocation per CGU of the identifiable assets and liabilities is still under review.

b) Off-balance sheet commitments of Group companies


€000	31/03/2015		31/12/2014
Commitments given
Purchase of investments		n/a		n/a
Warranties against claims		27,499		25,677

Warranties against claims :

The Group has given liability guarantees for the sale of the Dagenham UK site. Excess amounts: €0.1 million.


€000	31/03/2015		31/12/2014
Commitments received
Warranties against claims		151,386		137,162

Liability guarantees received:

Excess amounts: €10.9 million

The guarantee cap at the end of March 2015 amounted to €151.4 million (of which €47.3 million expires in 2018 and €103.6 million in 2020).

This cap may be increased by €20.1 million in the event of fraud.

The Group has received liability guarantees for the purchase of APC: 100% compensation on all statements (no excess, cap or time limit).

The Group has also received guarantees for the John Keells acquisition, which apply as of 31 October 2012 for three years (no excess or cap).

1.6.5. Operating segments

a) Key indicators per operating segment


€m	Transport			Logistique			Air & Sea			Elimination of inter segment transactions			Total
Revenue
3 months ended 31/03/2014		527			530			48			(20	)		1,086
3 months ended 31/03/2015		592			680			50			(22	)		1,300
Inter-segment revenue
3 months ended 31/03/2014		(17	)		(2	)		(1	)		—			(20	)
3 months ended 31/03/2015		(18	)		(3	)		(1	)		—			(22	)


€m	Transport		Logistique		Air & Sea		Other activities		Total
EBIT
3 months ended 31/03/2014		10.8		13.1		0.1		—		24.0
3 months ended 31/03/2015		12.6		27.3		0.4		—		40.3

1.6.6. Operating data

a) Operating income

Reconciliation of EBITDA with EBIT:


€000	3 months ended 31/03/2015			3 months ended 31/03/2014
EBITDA		77,772			53,521
Amortisation and depreciation charges		(31,937	)		(28,562	)
Provision charges and reversals(1)		(634	)		867
EBITA		45,201			25,826
Amortisation of customer relations		(4,922	)		(1,758	)
EBIT		40,279			24,068

(1)	The €(634) thousands are broken down in the consolidated income statement as follows: €2,050 thousands under “Other purchases and external costs”, €(1,444) thousands under “Other operating expenses and income”, €(570) thousands under “Restructuring costs” and €(670) thousands under “Staff costs”.

b) Trade and other receivables


€000	31/03/2015			31/12/2014
Trade receivables		1,002,911			908,010
Impairment provisions		(21,090	)		(21,563	)
Trade receivables		981,821			886,447
Tax and social security receivables		81,100			87,046
Advances and down payments		7,592			8,183
Pre-paid expenses		56,362			50,615
Other miscellaneous receivables		20,438			18,930
Other receivables		165,492			164,774
Current tax receivables		53,821			38,558

Tax and social security receivables largely relate to deductible VAT.

The Group did not sell any trade or non-trade receivables to third parties as at 31 March 2015 and as at 31 December 2014.

c) Trade and other payables


€000	31/03/2015		31/12/2014
Trade payables		649,784		655,860

Current tax payables		13,425		11,224

Other tax payables		114,995		110,693
Other social security payables		211,320		212,400
Other current payables		83,247		78,902

Other debt		409,562		401,995

1.6.7. Employee benefits and costs

a) Officers and directors’ remuneration (Related parties)

•

Gross remuneration awarded to managerial bodies


€000	31/03/2015		31/03/2014
Nature of expense
Short-term staff benefits		1,176		526
Post-employment benefits		—		—
Other long-term benefits		—		—
Termination benefits		—		—
Staff benefits in respect of stock options, share warrants and performance-based shares		97		88
Attendance fees		74		63

•

Remuneration awarded to officers and directors in the form of shares


	31/03/2015		31/03/2014
Subscriptions during the financial period
Warrants		—		—
Performance-based shares		—		—
Exercised during the financial period
Warrants		—		—
Performance-based shares		—		—
Cancellations during the financial period
Warrants		—		—
Performance-based shares		—		—
Held at end of financial period
Warrants		110,000		140,000
Performance-based shares		2,000		1,000

Neither Group employees nor management are entitled to any other benefit. There are no supplementary defined-benefit salary-based pensions for officers and directors.

b) Off-balance sheet staff commitments


	31/03/2015		31/12/2014
Commitments given
Contribution to UK and Ireland defined benefit pension schemes (€000)		132,831		126,903
Training “DIF” expressed in number of hours(1)		n/a		1,193,410

(1)	The law of March 5th, 2014 relating to vocational training substitutes for the DIF the own account of formation starting from January 1st, 2015. The CPF will be managed by the Caisse des Dépôts et Consignation and will be financed by the OPCA.

Undiscounted liability to pay UK defined benefit pension scheme contributions as at 31 March 2015:


	€000
1 year		15,278
1 to 5 years		66,700
Over 5 years		50,853

Total		132,831

1.6.8. Tangible and intangible fixed assets

a) Goodwill


Change in net book value (€000)	Air & Sea		Transports			Logistics		Jacobson		Total
Net value as at 31 December 2014		64,607		231,549			317,712		361,211		975,079

Variation in goodwill for 2015		—		—			—		—		—
Impairment for 2015		—		—			—		—		—
Foreign-exchange differences		4,804		5,616			13,057		46,398		69,875

Net value as at 31 March 2015		69,411		237,165			330,769		407,609		1,044,954

Of which impairment recorded in prior period		—		(5,500	)		—		—		(5,500	)

The changes in value between the two financial periods are only the impact of Foreign-exchange differences.

At 31 March 2015, the purchase price allocation of Jacobson Companies’ identifiable assets and liabilities is still under review.

b) Other intangible fixed assets


€000	Concessions, patents, licences			Other intangible fixed assets			Total
Gross values
Value as at 31 December 2014		53,309			389,311			442,620

Acquisitions		1,598			39			1,637
Disposals		(983	)		—			(983	)
Translation adjustments		651			36,138			36,789
Change in consolidation and reclassification		38			—			38

Value as at 31 March 2015		54,613			425,488			480,101

Amortisation and depreciation
Value as at 31 December 2014		(44,924	)		(46,712	)		(91,636	)

Charge		(1,285	)		(4,921	)		(6,206	)
Write-back		251			—			251
Translation adjustments		(507	)		(3,268	)		(3,775	)
Change in consolidation and reclassification
Value as at 31 March 2015		(46,465	)		(54,901	)		(101,366	)

Net value as at 31 December 2014		8,385			342,599			350,984

Net value as at 31 March 2015		8,148			370,587			378,735

Customer relations and the contracts with no contract term amounted to €370.3 million at 31 March 2015, compared to €342.3 million at 31 December 2014, which were recognized for purposes of the different acquisitions and are included in “Other intangible fixed assets” on the accompanying consolidated balance sheets.

Amortizable customer relations amount to €319 million and customer relations with indefinite useful life €51.3 million.

c) Tangible fixed assets


€000	Land and building fixtures			Buildings			Equipment, plant and machinery			Carriage equipment			Other tangible fixed assets			Advances and down payments			Total
Gross values
Value as at 31 December 2014		36,490			194,851			238,181			553,247			144,427			23,167			1,190,363

Acquisitions		—			798			3,849			7,769			4,320			11,470			28,206
Disposals		—			(463	)		(1,968	)		(18,232	)		(648	)		—			(21,311	)
Translation adjustments		574			6,115			8,244			13,231			5,376			487			34,029
Change in consolidation and reclassification		22			912			2,939			3,557			580			(8,372	)		(362	)

Value as at 31 March 2015		37,086			202,213			251,245			559,572			154,055			26,752			1,230,923

Amortisation and impairment
Value as at 31 December 2014		(1,169	)		(115,242	)		(151,589	)		(245,608	)		(106,592	)		—			(620,200	)

Charges		(14	)		(3,019	)		(6,825	)		(16,701	)		(4,101	)		—			(30,660	)
Write-back		4			343			1,699			10,783			540			—			13,370
Translation adjustments		(3	)		(2,667	)		(4,349	)		(5,524	)		(3,543	)		—			(16,086	)
Change in consolidation and reclassification		13			(1	)		(190	)		274			(46	)		—			50

Value as at 31 March 2015		(1,169	)		(120,586	)		(161,254	)		(256,776	)		(113,740	)		—			(653,525	)


Net value as at 31 December 2014		35,321			79,609			86,592			307,639			37,835			23,167			570,162

Net value as at 31 March 2015		35,917			81,627			89,991			302,796			40,315			26,752			577,398

d) Monitoring of the value of non-current assets and investments in associate companies

The net book value of goodwill, customer relationships, other intangible assets and investments in associated companies is reviewed at least annually and whenever events or circumstances indicate that an impairment is likely to occur. Such events or circumstances are associated with adverse changes of a permanent nature and affect either the economic environment or the assumptions or objectives on the acquisition date. An impairment loss is recognised when the recoverable amount of the assets tested becomes sustainably lower than their net book value.

As of 31^st March 2015, the Group conducted a review of impairment indicators that may result in a reduction of the book value of goodwill, customer relationships recognised and participations in associated companies.

The Group reviewed, given the current economic environment on the one hand, and the performance achieved in the first half of the year on the other hand, the assumed growth rates and discount rates as of 31 December 2014, the latter remain valid as of 31^st March 2015.

No evidence of impairment has been detected; the group has not proceeded with any impairment test.

With regard to investments in associated companies, the Group has identified no elements questioning their value as of 31^st March 2015.

e) Fixed asset and leasing off-balance sheet commitments


€000	31/03/2015		31/12/2014
Commitments given
Real estate rent instalments		1,150,758		1,118,808
Vehicle lease instalments		228,667		211,423

Rent instalment commitments relate to rent that falls due between 1 January 2015 and the earliest legally permissible lease cancellation date. They are payable as follows:


€000	Real estate rent		Vehicle lease instalments
1 year		230,549		65,535
1 to 5 years		573,154		150,637
over 5 years		347,055		12,495

Total		1,150,758		228,667


€000	31/03/2015		31/12/2014
Commitments received
Real estate rent instalments		4,100		4,522
Manufacturers’ return commitment		175,405		173,323

1.6.9. Provisions for risks and charges and contingent liabilities

a) Provisions


€000	Occurrences of risk			Employee and tax disputes			Employee benefits			Other provisions			Total
Value as at 31 December 2014		13,478			8,234			93,657			48,291			163,660

Provisions		1,751			1,176			1,611			3,986			8,524
Reversals used		(1,827	)		(422	)		(3,432	)		(2,682	)		(8,363	)
Non-allocated reversals		(538	)		(679	)		—			(1,042	)		(2,259	)
Changes in consolidation		—			—			—			—			—
Other items of comprehensive income		—			—			6,103			—			6,103
Reclassification and other		—			(61	)		(2	)		16			(45	)
Translation differences		570			43			4,399			1,357			6,368

Value as at 31 March 2015		13,434			8,291			102,336			49,927			173,988

At the end of March 2015, employee benefits specifically included the employee benefits for British former employees of Christian Salvesen and TDG, which amounted to €68.7 million, compared with €60.6 million at 31 December 2014.

The balance of the “other provisions” amounting to €49.9 million as at 31 March 2015 breaks down as follows:

•

€17.4 million of provisions for dilapidation costs on operating leases

•

€3.2 million of provisions for onerous leases,

•

€5.0 million relating to business litigation;

•

€6.1 million relating to restructuring provisions;

•

€14.9 million relating to labour-related risks and tax risks;

•

€3.3 million relating to various non-material provisions.

The provision for claims includes a UK IBNR provision of €7.9 million as at 31 March 2015 compared to €7.6 million as at 31 December 2014.

b) Contingent liabilities

•

Update on the investigations by the French Anti-trust Authority (“Autorité de la Concurrence”)

The background of this litigation is described in paragraph 1.6.9b of the notes to the 2014 consolidated financial statements.

The investigations team of the French Anti-trust Authority has notified to the parties (including Norbert Dentressangle Distribution) the “Rapport” in April 2015. This “Rapport” contains interim conclusions (without financial fines) and certain arguments for rejecting the defense raised by Norbert Dentressangle for rejecting the complaints notification. During the coming weeks, Norbert Dentressangle shall disclose further arguments and evidences for claiming the reject of the interim conclusions of the “Rapport”. Before coming to a decision, the French Anti-trust Authority shall schedule the hearing end of 2015 or beginning of 2016.

•

Update on the litigation about international transport sub-contracting requirements

The background of this litigation is described in paragraph 1.6.9b of the notes to the 2014 consolidated financial statements.

1.6.10. Debt and financial instruments

a) Financial assets and liabilities

a.2) Net debt


€000							Maturity
	31/12/2014			31/03/2015			Less than 1 year			1 to 5 years		More than 5 years
Non-current
Long-term borrowings		1,022,121			1,022,405			—			861,149		161,256
Finance leases		28,526			27,035			—			27,035		—
Other miscellaneous financial liabilities		—			—			—			—		—

Total non-current		1,050,647			1,049,440			—			888,184		161,256

Current
Short-term borrowings		151,557			154,893			154,893			—		—
Finance leases		9,431			9,725			9,725			—		—
Other miscellaneous financial liabilities		—			—			—			—		—

Total current		160,988			164,617			164,617			—		—

Total gross debt		1,211,635			1,214,057			164,617			888,184		161,256

Cash equivalents		(28,008	)		(20,013	)		(20,013	)		—		—
Cash		(181,070	)		(121,834	)		(121,834	)		—		—
Cash and cash equivalents		(209,077	)		(141,847	)		(141,847	)		—		—
Bank overdrafts		14,520			47,940			47,940			—		—

Total net cash		(194,557	)		(93,907	)		(93,907	)		—		—

Total net debt		1,017,078			1,120,150			70,710			888,184		161,256

•

Borrowings ratios

Following the refinancing of the coporate debt, some of the Group’s credit lines are subject to three financial ratios. At 31 March 2015, the value of the loans subject to these financial ratios amounted to €873.6 million.

a.3) Derivatives and risk management policy

•

Liquidity risk

As at 31 March 2015, the Group had a €400 million confirmed revolving line of credit maturing in more than one year, of which €145 million was unused, confirmed and unconfirmed overdraft facilities of €55 million and €51 million respectively, and available cash and cash equivalents of €94 million.

Cash flows from borrowings based on non-discounted contractual payments are as follows:


			Less than 1 year						1 to 5 years						More than 5 years
€000	Book value		Fixed rate interest expense		Variable rate interest expense		Repay- ment of principal		Fixed rate interest expense		Variable rate interest expense		Repay- ment of principal		Fixed rate interest expense		Variable rate interest expense		Repay- ment of principal
Borrowings
Borrowings		1,177,298		9,225		17,426		154,893		36,975		42,908		861,149		6,551		—		161,256
Finance lease liabilities		36,760		—		568		9,725		—		843		27,035		—		43		—
Other borrowings		47,940		—		—		47,940		—		—		—		—		—		—

The assumptions applied for valuation of the above maturity breakdown are as follows:

•

Exchange rate applied closing rate

•

Interest rate applied: rate as at 31 March 2015


€000	31/03/2015		Of which confirmed				Of which not confirmed
€000	31/03/2015		Drawn		Undrawn		Drawn		Undrawn
Lines of credit available
Finance lease liabilities		36,760		36,760		—		—		—
Borrowings		1,321,971		1,177,298		144,673		—		—
Bank overdrafts		106,000		14,556		40,444		33,384		17,616

The Group has carried out a specific review of its liquidity risk and considers that it can meet its liabilities due in less than one year.

b) Financial profit or loss


€000	31/03/2015			31/03/2014
Interest and similar financial income		1,076			1,304
Interest and similar expenditure		(10,965	)		(7,670	)

Net interest expense		(9,889	)		(6,366	)

Net exchange gains / losses		3,773			(1,369	)

Interest income on pension funds & other provisions		34			—
Interest expense on pension funds & other provisions		(610	)		(1,139	)
Other financial items		(114	)		(73	)

Other financial items		(690	)		(1,212	)

Total		(6,806	)		(8,947	)

c) Group debt off-balance sheet commitments


€000	31/03/2015		31/12/2014
Commitments given
Sureties and guarantees		87,717		77,292

1.6.11. Information relating to related parties

1. Transactions contracted at arm’s length terms between the Group and companies directly or indirectly owned by Norbert Dentressangle S.A.’s majority shareholder are as follows:


€000	Nature	Income or (expense)						Balance sheet debit or (credit) balance						Provision for doubtful receivables Income or (expense)				Security given or received
Company		31/03/15			31/03/14			31/03/15			31/12/14			31/03/15		31/12/14		31/03/15		31/12/14
Dentressangle Initiatives	Administrative services		(369	)		(332	)		(135	)		(126	)		—		—		—		—
Dentressangle Initiatives	Use of the trademark and logo for free		(1	)		(3	)		—			—			—		—		—		—
Dentressangle Initiatives	Miscellaneous services		26			44			—			—			—		—		5, 409		6,080
Other companies directly or indirectly owned by Dentressangle Initiatives	Rent		(4,596	)		(4,566	)		(5,412	)		(5,528	)		—		—		—		—
	Rental and miscellaneous expenses		(123	)		(42	)		(49	)		(347	)		—		—		—		—

Balance sheet balances at the year end are also not material.

1.6.12. Income tax

a) Breakdown of corporate income tax


€000	31/03/2015			31/03/2014
Net current tax charge/income		(6,914	)		(4,162	)
Other taxes		(3,466	)		(3,445	)
Net deferred tax charge/income		(1,074	)		817

Total tax charge		(11,454	)		(6,790	)

•

Tax reconciliation


€000	31/03/2015			31/03/2014
Consolidated income before tax and before CVAE		33,474			17,008
CVAE		(3,466	)		(3,445	)
Consolidated income before tax and after CVAE		30,008			13,563
National tax rate		(34.43	%)		(38.0	%)
Theoretical tax charge		(10,332	)		(5,154	)
CICE		4.2	%		11.6	%
Tax deductibility cap		(1.3	%)		(3.0	%)
Other permanent differences		0.2	%		(10.4	%)
Losses not triggering deferred tax		(2.2	%)		(6.5	%)
Recognition of previously unrecognised losses		1.2	%		6.1	%
Impact of tax rate differences		5.6	%		11.4	%
Effective tax rate excluding CVAE		(26,6	%)		(28,6	%)
Tax charge excluding CVAE		(7,990	)		(3,885	)
CVAE		(3,466	)		(3,445	)
Taxes and CVAE recognised		(11,455	)		(7,330	)
Effective tax rate		34.2	%		43.1	%

1.6.13. Shareholders equity and earnings per share

a) Issued share capital and reserves


Year	Nature of transaction	Change in share capital						Share capital following transaction
		Number of shares		Nominal value in euros		Share premium in euros		Amount in euros		Number of shares
As at 31 December 2013									19,672,482		9,836,241
As at 31 March 2014									19,672,482		9,836,241
As at 22 October 2014	Share warrants		30,000		2		1,759,200		19,732,482		9,866,241
As at 22 October 2014	Capital reduction		30,000		2		1,702,110		19,672,482		9,836,241
As at 31 December 2014									19,672,482		9,836,241
As at 31 March 2015									19,672,482		9,836,241

b) Number of shares


	31/03/2015			31/12/2014			31/03/2014
Number of shares in issue		9,836,241			9,836,241			9,836,241
Number of treasury shares		(44,213	)		(45,790	)		(89,755	)
Number of shares		9,792,028			9,790,451			9,746,486
Share warrants		110,000			110,000			140,000
Stock options		—			—			36,890
Number of diluted shares		9,902,028			9,900,451			9,923,376

c) Earnings per share


	31/03/2015		31/03/2014
Net income, Group share		21,317		7,554
Number of shares		9,792,028		9,746,486
Earnings per share		2.18		0.78
Net income, Group share		21,317		7,554
Number of diluted shares		9,902,028		9,923,376
Net diluted earnings per share		2.15		0.76