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FIRST HALF 2009 RESULTS

First Half 2009 Results

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Page 1: First Half 2009 Results

FIRST HALF 2009 RESULTS

Page 2: First Half 2009 Results

2

Investor Relations – First Half 2009 Results – 06.08.09

Disclaimer

Veolia Environnement is a corporation listed on the NYSE and Euronext Paris. This document contains "forward-looking

statements" within the meaning of the provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such

forward-looking statements are not guarantees of future performance. Actual results may differ materially from the

forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control,

including but not limited to: the risk of suffering reduced profits or losses as a result of intense competition, the risks

associated with conducting business in some countries outside of Western Europe, the United States and Canada, the risk

that changes in energy prices and taxes may reduce Veolia Environnement's profits, the risk that we may make

investments in projects without being able to obtain the required approvals for the project, the risk that governmental

authorities could terminate or modify some of Veolia Environnement's contracts, the risk that our long-term contracts

may limit our capacity to quickly and effectively react to general economic changes affecting our performance under

those contracts, the risk that acquisitions may not provide the benefits that Veolia Environnement hopes to achieve, the

risk that Veolia Environnement's compliance with environmental laws may become more costly in the future, the risk that

currency exchange rate fluctuations may negatively affect Veolia Environnement's financial results and the price of its

shares, the risk that Veolia Environnement may incur environmental liability in connection with its past, present and

future operations, as well as the risks described in the documents Veolia Environnement has filed with the U.S. Securities

and Exchange Commission. Veolia Environnement does not undertake, nor does it have, any obligation to provide updates

or to revise any forward-looking statements. Investors and security holders may obtain a free copy of documents filed by

Veolia Environnement with the U.S. Securities and Exchange Commission from Veolia Environnement.

This document contains "non-GAAP financial measures" within the meaning of Regulation G adopted by the U.S. Securities

and Exchange Commission under the U.S. Sarbanes-Oxley Act of 2002. These "non-GAAP financial measures" are being

communicated and made public in accordance with the exemption provided by Rule 100(c) of Regulation G.

This document contains certain information relating to the valuation of certain of Veolia Environnement’s recently

announced or completed acquisitions. In some cases, the valuation is expressed as a multiple of EBITDA of the acquired

business, based on the financial information provided to Veolia Environnement as part of the acquisition process. Such

multiples do not imply any prediction as to the actual levels of EBITDA that the acquired businesses are likely to achieve.

Actual EBITDA may be adversely affected by numerous factors, including those described under ―Forward-Looking

Statements‖ above.

Page 3: First Half 2009 Results

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Table of Contents

Key events

First half 2009 results

2009 objectives

Continued development of the Group

Investor Relations – First Half 2009 Results – 06.08.09

Page 4: First Half 2009 Results

4

Key events

Contract awards and renewals

Strategic transaction: merger of Veolia Transport and

Transdev

We continue to develop

the Group

2010 Efficiency Plan and Waste’s plan to adapt to the

business environment: (€146m) at June 30, 2009 versus an

objective of €280m in full-year 2009

Net investments: €1,133m, 39% lower at June 30, 2009

Asset disposal plan: €268m booked at June 30, 2009 plus

€545m committed

Operating cash flow – net investments = €843m vs. €294m at

June 30, 2008

We maintain our

commitments in 2009

Group operating cash flow:

€1,978m

Operating cash flow, ex Waste: up 3.7% at constant FX rates

compared to H1 2008

Waste’s operating cash flow: down 22.4% at constant FX

rates compared to H1 2008

Investor Relations – First Half 2009 Results – 06.08.09

Page 5: First Half 2009 Results

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€m H1 2008

Restated (1) H1 2009 current

FX rates

constant

FX rates

Revenue 17,565.7 17,426.9 -0.8% +0.2%

Operating cash flow 2,127.8 1,977.5 -7.1% -4.9%

Recurring operating income 1,287.2 1,000.8 -22.2% -19.1%

Operating income 1,292.2 1,000.8 -22.5% -19.4%

Net recurring income attributable to equity

holders of the parent

497.9 276.5 -44.5% -

Net income attributable to equity holders of

the parent

500.5 220.3 -56.0% -

Net financial debt 16,332 16,827

First half 2009 key figures

(1) To ensure the comparability of the periods, the accounts at June 30, 2008 have been restated:

• by the amount of income from the disposals of Clemessy and Crystal in the Energy division in December 2008, according to IFRS 5 which are presented in the income

statement in the line item ―net income from discontinued operations‖;

• by the reclassification into discontinued operations of the Freight operations in the Transport Division and of the Waste-to-Energy operations in the Waste Division in the

United States

Investor Relations – First Half 2009 Results – 06.08.09

Page 6: First Half 2009 Results

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Improvement in the first half 2009 as compared with

the second half 2008

Operating cash flow margin

Net recurring income attributable to equity

holders of the parent

Operating cash flow(1) – Net Investments (2)

H2 2008 Restated(3)

H1 2009

€1,976m

10.8%

€1,978m

11.3%

€175m €276m

€303m €843m

+58.0%

Ns

+50bp

Var.

(1) Including operating cash flow from discontinued operations

(2) Net Investments = Gross Investments – (disposals + repayment of operating financial assets + capital increase subscribed by minorities)

(3) To ensure the comparability of the periods, the second half 2008 accounts have been restated:

• by the amount of income from the disposals of Clemessy and Crystal in the Energy division in December 2008, according to IFRS 5 which are presented in the

income statement in the line item ―net income from discontinued operations‖;

• by the reclassification into discontinued operations of the Freight operations in the Transport Division and of the Waste-to-Energy operations in the Waste Division

in the United States

Investor Relations – First Half 2009 Results – 06.08.09

Page 7: First Half 2009 Results

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First half 2009 results

2010 Efficiency Plan

Asset disposal program

2009 objectives

First half 2009 results and 2009 objectives

Investor Relations – First Half 2009 Results – 06.08.09

Page 8: First Half 2009 Results

8

€m(180)17,566 (178) 219 17,427

-1.0% +1.2% -1.0% -0.8%

H1 2008

restated (1)

Internal

growth

External

growth

FX impact H1 2009

Revenue

(1) To ensure the comparability of the periods, the accounts at June 30, 2008 have been restated:

• by the amount of income from the disposals of Clemessy and Crystal in the Energy division in December 2008, according to IFRS 5 which are presented in the income

statement in the line item ―net income from discontinued operations‖;

• by the reclassification into discontinued operations of the Freight operations in the Transport Division and of the Waste-to-Energy operations in the Waste Division in the

United States

Investor Relations – First Half 2009 Results – 06.08.09

Page 9: First Half 2009 Results

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H1 2009

Breakdown of revenue by geographic zone

7,290

6,455

1,435

1,3001,086

6,966

6,211

1,611

1,3151,324

-4.4%

-3.8%

+12.3%

+1.8%

+21.1%

-1.0%

-4.4%

+1.8%

-1.8%

+2.5%

+21.8%

current

FX rates

constant

FX rates

VE Group

Exc. Scope

and FX

-5.3%

+0.7%

-3.2%

+0.1%

+19.0%

+0.2%-0.8%

■ France

■ Europe ex France

■ North America

■ Asia/Pacific

■ Rest of the world

H1 2008

restated (1)

€m17,566 17,427

(1) To ensure the comparability of the periods, the accounts at June 30, 2008 have been restated:

• by the amount of income from the disposals of Clemessy and Crystal in the Energy division in December 2008, according to IFRS 5 which are presented in the income

statement in the line item ―net income from discontinued operations‖;

• by the reclassification into discontinued operations of the Freight operations in the Transport Division and of the Waste-to-Energy operations in the Waste Division in the

United States

Investor Relations – First Half 2009 Results – 06.08.09

Page 10: First Half 2009 Results

10

Breakdown of revenue by division

5,988

5,015

3,676

2,887

6,235

4,502

3,717

2,973

H1 2008

restated (1)

H1 2009

€m

+4.1%

-10.2%

+1.1%

+3.0%

-1.0%

current

FX rates

constant

FX rates

VE Group

Exc. Scope

and FX

+0.2%-0.8%

■ Water

■ Waste

■ Energy services

■ Transportation

+3.7%

-8.9%

+3.7%

+4.4%

+3.0%

-10.3%

+2.3%

+2.4%

17,566 17,427

(1) To ensure the comparability of the periods, the accounts at June 30, 2008 have been restated:

• by the amount of income from the disposals of Clemessy and Crystal in the Energy division in December 2008, according to IFRS 5 which are presented in the income

statement in the line item ―net income from discontinued operations‖;

• by the reclassification into discontinued operations of the Freight operations in the Transport Division and of the Waste-to-Energy operations in the Waste Division in the

United States

Investor Relations – First Half 2009 Results – 06.08.09

Page 11: First Half 2009 Results

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Revenue: Veolia Water

France: internal growth declined 0.2%

despite indexing, because of a small

contraction in volumes (-1%) and the

marked slowdown in engineering works

businesses

Outside France, strong internal growth of

4.8% at constant scope and exchange rates

— North America (+9.5% at constant scope and

exchange rates) due to the start-up of the new

Milwaukee contract and the engineering works

businesses

— Asia (+13.8% constant scope and exchange

rates) due in particular to industrial

operations in Korea

Veolia Water Solutions and Technologies:

internal growth of 12.7% in H1 despite a

flattening out in the second quarter of 2009

H1 08 H1 09

+6.2%

+3.0%

First half revenue (€m)

Works and

Engineering &

Construction

Operations3,895

2,093

5,988 6,235

4,013

2,222

+4.1%

Investor Relations – First Half 2009 Results – 06.08.09

Page 12: First Half 2009 Results

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Revenue: Veolia Environmental Services

(Waste management division)

Significant decline in second

quarter 2009 compared to second

quarter 2008 (-12.1%) due to:

— Second quarter 2008 historical high

raw material prices

— A marked decrease of industrial

services activities compared to 2008

First half 2009

— Decrease of recycled raw material

price: - 40% to -50%

— Decrease of volumes in industrial

waste: – 10%

Quarterly revenue (€m)

Q1 09 Q2 09

2,188 2,314+5.7%

H1 08 H1 09

First half revenue (€m)

5,0154,502

-10.2%

Investor Relations – First Half 2009 Results – 06.08.09

Page 13: First Half 2009 Results

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Veolia Environmental Services (Waste management

division): 10.2% decline in revenue in H1 2009 / H1 2008

Main impacts of change in revenue

Lower industrial and municipal volumes - 5.0%

Pricing and volumes of recycled materials - 5.5%

Price increase for services + 1.0%

Other - 0.7%

Total variation H1 2009 / H1 2008 -10.2%

Investor Relations – First Half 2009 Results – 06.08.09

Page 14: First Half 2009 Results

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Revenue: Veolia Energy

Negative €97m FX impact mainly due

to Eastern European currencies

Further rise in energy prices

(impact: + €57m), mainly during the

first quarter

More favorable weather conditions in

the first half of 2009, mainly in

France (impact: + €48m)

First half revenue (€m)

France

Outside France

H1 08 H1 09

3,676 3,717

+ 4.6%

+ 1.1%

-2.4%

1,866 1,951

1,810 1,766

Investor Relations – First Half 2009 Results – 06.08.09

Page 15: First Half 2009 Results

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Revenue: Veolia Transport

4% revenue growth in France

— Bordeaux contract ending on 5/1/2009

— New contracts won: Royan, Epernay,

Montceau-les-Mines

Strong growth in North America

(+4.1% at constant scope and FX

rates) supported by the

— Taxi business

— Transit business

Q1 09 Q2 09

1,447 1,526+5.5%

First half revenue (€m)

H1 08 H1 09

2,887 2,973+3.0%

Quarterly revenue (€m)

Investor Relations – First Half 2009 Results – 06.08.09

Page 16: First Half 2009 Results

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(1) Operating cash flow = cash flow from continued operations before tax and financial items

(2) To ensure the comparability of the periods, the accounts at June 30, 2008 have been restated:

• by the amount of income from the disposals of Clemessy and Crystal in the Energy division in December 2008, according to IFRS 5 which are presented in the income statement in the line item ―net income from discontinued operations‖;

• by the reclassification into discontinued operations of the Freight operations in the Transport Division and of the Waste-to-Energy operations in the Waste Division in the United States

Operating cash flow (1)

€m H1 2008

Restated (2) H1 2009 current

FX rates

constant

FX rates

Water 904 910 +0.7% +2.7%

Waste 703 540 -23.2% -22.4%

Energy services 424 414 -2.2% +2.4%

Transportation 142 160 +12.4% +14.5%

Other (45) (46) -

Total Group 2,128 1,978 -7.1% -4.9%

Investor Relations – First Half 2009 Results – 06.08.09

Page 17: First Half 2009 Results

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Operating cash flow margin

€m

FY 2008

margin

restated (1)

H1 2008

margin

restated (1)

H1 2009

margin

Water 14.5% 15.1% 14.6%

Waste 13.4% 14.0% 12.0%

Energy services 10.1% 11.5% 11.1%

Transportation 4.9% 4.9% 5.4%

Others - - -

Total Group 11.4% 12.1% 11.3%

Operating cash flow margins

(1) To ensure the comparability of the periods, the accounts at June 30, 2008 and December 30, 2008 have been restated:

• by the amount of income from the disposals of Clemessy and Crystal in the Energy division in December 2008, according to IFRS 5 which are presented in the income

statement in the line item ―net income from discontinued operations‖;

• by the reclassification into discontinued operations of the Freight operations in the Transport Division and of the Waste-to-Energy operations in the Waste Division in the

United States

Investor Relations – First Half 2009 Results – 06.08.09

Page 18: First Half 2009 Results

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Confirmation of 2010 Efficiency Plan

Objectives

— €180m in recurring savings in 2009

— €220m in recurring savings in 2010

Total: €400m in recurring savings

Achievements

— Gains on operating cash flow: €101m in the

first half of 2009

* excluding Veolia Waste’s plan to adapt to

the business environment

Purchases

Operations

Support

functions

Assets

Water

Energy

Waste

Transport

31

34

21

15

Savings in

H1 2009

37

21

25*

15

€101m €180m

45

65

50

20

2009

Objectives

60

41

49*

30

Other 3 -

€m

Investor Relations – First Half 2009 Results – 06.08.09

Page 19: First Half 2009 Results

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Veolia Environmental Services (Waste management

division): Impact of cost-cutting plans

2010 Efficiency Plan

Achievement in the first half of 2009

— Impact on operating cash flow: €25m

2009 objective maintained

— Impact on operating cash flow: €49m

2009 Plan to Adapt to the Business

Environment

Achievement in the first half of 2009

— Decline in net costs: €45m

2009 objective maintained

— Net costs to be lowered by €100m

Investor Relations – First Half 2009 Results – 06.08.09

Page 20: First Half 2009 Results

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€m H1 2008

restated (1) H1 2009 current

FX rates

constant

FX rates

Water 597 597 -0.1% +3.4%

Waste 397 134 -66.2% -65.3%

Energy services 284 248 -12.5% -7.2%

Transportation 62 78 +25.0% +26.5%

Other (53) (56) - -

Recurring operating income 1,287 1,001 -22.2% -19.1%

Non-recurring items 5 -

Operating income 1,292 1,001 -22.5% -19.4%

Recurring operating income by division

(1) To ensure the comparability of the periods, the accounts at June 30, 2008 have been restated:

• by the amount of income from the disposals of Clemessy and Crystal in the Energy division in December 2008, according to IFRS 5 which are presented in the income

statement in the line item ―net income from discontinued operations‖;

• by the reclassification into discontinued operations of the Freight operations in the Transport Division and of the Waste-to-Energy operations in the Waste Division in the

United States

Investor Relations – First Half 2009 Results – 06.08.09

Page 21: First Half 2009 Results

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H1 2009H1 2008 restated (1)

From operating income to net income

€m Recurring Non-

recurring

Total Recurring Non-

recurring

Total

Operating income 1,287 5 1,292 1,001 - 1,001

Cost of net financial debt (423) - (423) (379) - (379)

Other financial income & expenses (6) - (6) (29) - (29)

Corporate tax expense (222) - (222) (197) - (197)

Equity in net income of affiliates 9 - 9 6 - 6

Net income from discontinued

operations

- 1 1 - (56) (56)

Net income attributable to minority

interests(147) (3) (150) (126) - (126)

Net income - attributable to equity holders of the parent 498 3 501 276 (56) 220

(1) To ensure the comparability of the periods, the accounts at June 30, 2008 have been restated:

• by the amount of income from the disposals of Clemessy and Crystal in the Energy division in December 2008, according to IFRS 5 which are presented in the income statement in the line item

―net income from discontinued operations‖;

• by the reclassification into discontinued operations of the Freight operations in the Transport Division and of the Waste-to-Energy operations in the Waste Division in the United States

Investor Relations – First Half 2009 Results – 06.08.09

Page 22: First Half 2009 Results

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Cost of borrowing

€mH1 2008

Restated (1) H1 2009H1 2009 /

H1 2008

Cost of net financial debt 423 379 - 44

of which impact of changes in interest rates - 68

of which impact of change in average debt 26

Cost of borrowing (2) at 4.47% as compared with 5.41% at June 30, 2008

(1) To ensure the comparability of the periods, the accounts at June 30, 2008 have been restated:

• by the amount of income from the disposals of Clemessy and Crystal in the Energy division in December 2008, according to IFRS 5 which are presented in the income

statement in the line item ―net income from discontinued operations‖;

• by the reclassification into discontinued operations of the Freight operations in the Transport Division and of the Waste-to-Energy operations in the Waste Division in the

United States

(2) Adjusted for the impact of the expected unwinding of transactions on derivatives, the cost of borrowing stood at 4.47% at June 30, 2009 versus 5.68% at June 30, 2008

Investor Relations – First Half 2009 Results – 06.08.09

Page 23: First Half 2009 Results

23

Net debt

Net financial debt

Debt

— Bond debt

— Average maturity of net debt

Liquidity

— Gross liquidity

— Net liquidity

Objective

— Net debt / Operating cash flow plus repayment of

Operating financial assets

68%

9.3 years 9.5 years

€7.7bn €9.6bn

€4.0bn €6.0bn

79%

12/31/2008 06/30/2009

€16,528m €16,827m

between 3.5 and 4 x

Investor Relations – First Half 2009 Results – 06.08.09

Page 24: First Half 2009 Results

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Net investments: down by nearly 40%

€m H1 2008 H1 2009

Maintenance capital expenditures 912 858

As % of consolidated revenue 5.2% 4.9%

Investments in growth/existing operations

(ex operating financial assets)

475 360

New operating financial assets 116 127

New projects 819 319

Gross investments 2,322 1,664 - 28%

Industrial and financial divestments * (271) (268)

Repayment of operating financial assets (194) (263)

Net investments 1,857 1,133 - 39%

* Including the capital increase subscribed to by minority interests: €57m at June 30, 2009 and €5m at June 30, 2008

Investor Relations – First Half 2009 Results – 06.08.09

Page 25: First Half 2009 Results

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Asset disposal plan in line with forecasts

Disposals booked at June 30, 2009 €268m

Disposals underway (in enterprise value) €545m

— VPNM * €120m

— Montenay International * €330m ***

— Veolia Cargo ** €95m

Total divestments: booked and underway €813m

Reminder of 2009 objective €1,000m

* Signed agreement, closing in process

** Firm offer received

*** $450m

Valuation

multiple:

11 x 2008 EBITDA

Investor Relations – First Half 2009 Results – 06.08.09

Page 26: First Half 2009 Results

26

Achievements are in line with commitments taken

Cost-cutting

— 2010 Efficiency Plan

— Plan to adapt to business

environment (Veolia Waste)

Net investments kept in check

Asset disposal program

— Achievement

— Price obtained

2009 commitments

45% decline

(i.e. - €1,600m)

€1,000m

Maximization

of value

Situation at June 30, 2009

€268mbooked

€545mcommitted

11 x 2008 EBITDA

39% decline

(i.e. - €724m)

€180m

€100m

€101m

€45m *

i.e. 56%

i.e. 45%

i.e. 81.3%

Ex divestments announced

but not yet finalized

* After implementation costs of around €10m

Investor Relations – First Half 2009 Results – 06.08.09

Page 27: First Half 2009 Results

27

Operating cash flow – net investments(1)

Operating cash flow

net investments(1)

€843m(2)€294m

June 30,

2009

June 30,

2008

Disposals announced but not yet finalized €545m

(1) Net investments = Gross investments – (divestments + repayment of operating financial assets + capital increases subscribed by minorities)

(2) Not corrected for a negative net €35m FX effect

(3) At constant FX rates in comparison with 2008

Operating cash flow – net investments(1)

2009 objective ~€2,000m(3)

Investor Relations – First Half 2009 Results – 06.08.09

Page 28: First Half 2009 Results

28

2009 objectives confirmed

Positive free cash flow (1) after payment of the dividend

Operating cash flow (2)

–Net investments (3)

=~€2 billion (4)

(1) Free cash flow corresponds to cash generated (sum of total cash flow and of the repayment of operating financial assets) net of the cash part of the following items : (i)

change in operating WCR, (ii) transactions on equity (changes in capital, dividends paid and received), (iii) investments net of disposals (including the change in receivables

and other financial assets), (iv) net interest expenses paid and (v) tax paid.

(2) Operating cash flow including operating cash flow from discontinued operations

(3) Net investments = Gross investments – (divestments + repayment of operating financial assets + capital increases subscribed by minorities)

(4) At constant FX rates in comparison with 2008

How?

Investor Relations – First Half 2009 Results – 06.08.09

Page 29: First Half 2009 Results

CONTINUED DEVELOPMENT OF THE GROUP

Page 30: First Half 2009 Results

30

Continued commercial success

Veolia Water

Contract to build & operate a wastewater

treatment plant in Chartres (France) (Cumulative revenue: €156m over 20 years)

Contract for the management of Spain’s

biggest wastewater treatment plant in

Madrid (Cumulative revenue: €16m over 4 years)

Operations and Maintenance of two

wastewater treatment plants in Doha

(Qatar) (Cumulative revenue: €44m over 7 years)

Veolia Environmental Services

Waste management and recycling contract

awarded by the Merseyside Waste Disposal

Authority (United Kingdom) (Cumulative

revenue: €719m over 20 years)

Veolia Energy

Mende (France) heating network

Contract to build and operate the energy

generation plant and district heating and

cooling system for Barcelona’s Zona Franca

(Spain) (Cumulative revenue: €600m over 30

years)

Veolia Transport

United States: Houston (light rail)

(Cumulative revenue: $1.5bn over 35 years),

New Orleans (multi-modal)

Management of public transit in Greater

Rabat (Morocco)

Investor Relations – First Half 2009 Results – 06.08.09

Page 31: First Half 2009 Results

31

Strategic merger underway

Proposed merger

Investor Relations – First Half 2009 Results – 06.08.09

Page 32: First Half 2009 Results

32

Ambitious industrial project

— Global growth platform and a complete multi-modal offering

50/50 ownership structure

— Pre-merger adjustment of financial structures to achieve a Caisse des Dépôts/Veolia

Environnement 50/50 ownership

Veolia Environnement as industrial operator and Caisse des Dépôts as

long term strategic partner

Management coming from both companies

IPO of the new entity as soon as practicable to independently finance

its strategic ambition

Proposed merger of Veolia Transport and Transdev

Key Guiding Principles

Investor Relations – First Half 2009 Results – 06.08.09

Page 33: First Half 2009 Results

33

Proposed merger of Veolia Transport and Transdev

Strong Geographical presence in France

TRANSDEV

Saint-Brieuc

Nantes

Moulins

Limoges

Aurillac

Orléans

Auxerre

Sens

Vienne

Combining a portfolio of large cities in urban transportation

Very limited overlap in interurban transportation

> 200

150 to 200

100 to 150

50 to 100

< 50

1,200,000

600,000

120,000

Interurban

Number of vehicles

Urban

UTP Population

Ile-de-France

MartiniqueLa Réunion

VEOLIA TRANSPORT

Joint exploitation

Veolia-Keolis Source: UTP, Company (2007-2008-2009)

La Réunion

Ile-de-France

St-Fargeau Ponthierry

Nemours

FontainebleauMelun

SénartEvryRambouillet

ArgenteuilSt-GermainConflans

Les MureauxCarrières-ss-Poissy

Poissy Le VesinetLa Celle-st-Cloud

Mayotte Nouvelle Calédonie

Nouméa

DunkerqueCalais

Dieppe

Le Havre BeauvaisCompiègne

Soissons

Epernay

VerdunSaint-Avold

Lunéville

Bolbec

Saint-Lô

GranvilleFlers

BernayPont-Audemer

VernonMéru

Les Andélys

Saint-DiéEpinalRemiremont

Chaumont

Luxeuil-Lès-Bains

Thonon-les-Bains

Saint-Dizier

Bar-Le-Duc

Neuves-Maisons

Rouen

Nancy

Nogent-Le-Rotrou

Vendôme

Sablé-sur-Sarthe

Pontivy

Vannes

Fougères

St-Brévin

Saumur

Chinon

Amboise

Laval

Vierzon

BourgesIssoudun

Roanne Villefranche-sur-Saône

ChambérySaint-Etienne

Annonay

Valence

Tulle

Brives-la-Gaillarde

CognacRoyan

Arcachon

Libourne

Béziers

MentonNice

Grasse

CannesFréjus

Manosque

Vitrolles

Istres / Fos-sur-Mer

Salon-de-Provence Aix-en-

ProvenceGardanneAubagne

Gréoux-Lès-bains

> 200

150 to 200

100 to 150

50 to 100

< 50

1,200,000

600,000

120,000

Number of vehiclesUTP Population

InterurbanUrban

FoixToulonLa Ciotat

Perigueux

Amiens

Investor Relations – First Half 2009 Results – 06.08.09

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Proposed merger of Veolia Transport and Transdev: Enlarged Global

Growth Platform Addressing all Key Growth Markets

Combined Revenues 2008 Contribution (%)

France €2.9bn 35%

Europe excl. France €3.7bn 44%

North America €0.8bn 10%

Asia/Pacific €0.7bn 8%

Rest of the world (1) + others (2) €0.3bn 3%

TOTAL (3) €8.3bn 100%

Note :

(1) Colombia, Chile, Israel and Morocco

(2) Including discontinued activities

(3) Before RATP negotiations

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Transdev:

— Established leadership across the full value chain in tramway activities

Veolia Transport:

— Specific know-how of Veolia Transport in metro and heavy railway activities

Combined strengths bringing added value to its clients in:

— Multi-modal offerings

— Strong expertise in the transportation on demand sector

— Ability to manage and finance complex transportation networks

— Strengthen positioning within the context of markets opening to competition

Proposed merger of Veolia Transport and Transdev

Complementary expertise in modal offerings

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Key figures: Veolia Transport and Transdev

Veolia Transport Transdev

Revenue 2008 €6,054m €2,266m

EBITDA 2008 €292m €185m

EBIT 2008 €130m €45m

Employees 82,000 46,000

Vehicles 38,000 20,000

Note: Before RATP negotiationsSources: Company Annual reports

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Proposed merger of Veolia Transport and Transdev

Significant Potential Synergies

Strong commercial and development synergies due to important scale

and portfolio effects — Strengthen base to respond to requests for tender

— Enlarged geographic coverage

— Expanded modal offering

Usual cost synergies for such a merger — Procurement

— Fleet optimization

— SG&A

Support of two leading shareholders, Veolia Environnement and Caisse

des Dépôts— Veolia Environnement’s global presence

— Caisse des Dépôts’ strong support to local authorities in France

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Proposed merger of Veolia Transport and Transdev

Illustrative Transaction Timetable

July 2009: Key principles agreed between VE and Caisse

des Dépôts

Due diligence

Valuation

Negotiations with RATP

Binding agreement by end of November

Antitrust review & privatization process

Closing as soon as possible

IPO as soon as market conditions permit

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Conclusion

Results consistent with our objectives

Confirmation of our 2009 commitments

Investor Relations – First Half 2009 Results – 06.08.09

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APPENDICES

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Table of Contents of Appendices

Cash flow statement Appendix 1

Recurring operating income margin Appendix 2

Gross Investments by division Appendix 3

Main contracts won or renewed in the first half of 2009 Appendix 4

Debt characteristics at June 30, 2009 Appendix 5

Bond maturity schedule at June 30, 2009 Appendix 6

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Investor Relations – First Half 2009 Results – 06.08.09

Appendix 1: Cash flow statement

(1) Including net financial debt from acquired companies(2) Of which for Veolia Environnement, €553m in 2008 and €232m in 2009 (net of the capital increase)

€m H1 2008 H1 2009

Net financial debt at opening (15,125) (16,528)

Operating cash flow from continuing operations 2,128 1,977

Financial cash flow & operating cash flow from discontinued operations 35 7

Cash flow from operations 2,163 1,984

Tax paid (168) (218)

Change in operating WCR (249) (114)

Total cash flows generated from the businesses 1,746 1,652

Gross investments (1) (2,322) (1,664)

Repayment of operating financial assets 194 263

Industrial and financial divestments, net of the debt of divested companies 266 211

Change in receivables & other financial assets (106) 62

Total net cash flows from investments (1,968) (1,128)

Dividends paid (2) (726) (402)

Net interest expenses paid (369) (347)

Capital increase (VE & minority interests) (105) 59

Currency impact & other 215 (133)

Change in net financial debt (1,207) (299)

Net financial debt at closing (16,332) (16,827)

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Investor Relations – First Half 2009 Results – 06.08.09

Appendix 2: Recurring operating income margin

€mH1 2008

restated (1) H1 2009

H1 2008

margin

restated

H1 2009

margin

Water 597 597 10.0% 9.6%

Waste 397 134 7.9% 3.0%

Energy services 284 248 7.7% 6.7%

Transportation 62 78 2.2% 2.6%

Other (53) (56) - -

Total Group 1,287 1,001 7.3% 5.7%

Recurring operating income margins

(1) To ensure the comparability of the periods, the accounts at June 30, 2008 have been restated:

• by the amount of income from the disposals of Clemessy and Crystal in the Energy division in December 2008, according to IFRS 5 which are presented in the income

statement in the line item ―net income from discontinued operations‖;

• by the reclassification into discontinued operations of the Freight operations in the Transport Division and of the Waste-to-Energy operations in the Waste Division in the

United States

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Investor Relations – First Half 2009 Results – 06.08.09

Appendix 3: Investments by division

(1) Including the acquisition of water plants in Shenzhen in China in Water and other investments in the Middle East in Water, in the United Kingdom in Waste, in France and Central Europe in Energy Services.

Water 215 28 132 103 75 553

Waste 275 19 47 61 11 413

Energy services 92 11 56 93 35 287

Transportation 243 21 26 38 6 334

Other 33 18 2 24 - 77

Total H1 2009 858 97 263 319 127 1,664

Total H1 2008 912 108 367 819 116 2,322

TotalNew operating

financial

assets

Maintenance€m

Growth

Financial incl.

change in

consolidation

scope

New

projects (1)

Industrial

investments

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- Renewals:

65 main contracts renewed in France during first half 2009 in Water (o/w 41 in drinking water & 24 in wastewater), 61 in Waste (o/w 33 from local authorities & 28 from companies), 14 in Transportation

Roche-sur-Yon (1) (water) – Length: 12 years

RoquebruneCap Martin (water) – Length: 20 years – Cumul. rev.: €50m

Moselle district (transportation) (2) – Length: 10 years – Cumul. rev.: €117m

Var district (transportation) (2) – Length: 8 years – Cumul. rev.: €96m

Le Creusot, Montceau-les-Mines (transportation) – Length: 6 years – Cumul. rev.: €26m

Gard district (transportation) (2) – Length: 10 years – Cumul. rev.: €16m

- Outsourcing / Privatization :

Nice (transportation) – Length: 15 years – Cumul. rev.: €45m

Touraine interurban bus network « Green line » for Indre et Loire district (transportation) – Length: 7 years – Cumul. rev.: €42m

Project SIM (creation of multi-modal information system Alsace Region) (transportation) - Length: 10 years – Cumul. rev.: €4m

Lons-le-Saunier (energy) – Length: 6 years

Mende en Lozère (heating network from local biomass) (energy), in partnership with Engelvin TP réseaux – Operating length : 24 years

Community of cities Sauer Pechelbronn (Bas-Rhin) (heating network from biomass) (energy)– Length: 20 years

Nevers area (construction & operating of professional landfill) (waste)– Length: 20 years – Cumul. rev.: €18m

- Engineering / Design & Build:

Chartres Métropole (construction & operating of the new STEP with commitment notably to reduce Green House Gas) (water) - Length (Operating): 20 years – Cumul. rev.: €156m (including construction for €54m)

INTERNAL GROWTH

Outsourcing / Privatization

Company acquisition

Renewals

Engineering / Design & Build

Industry & services

Partnership with other company

Partnership with DCNS (multiservices), through creation of a JV:

Défense Environnement Services (51/49) – Cumul. Rev between 5 to 10 years: €150m

PARTNERSHIP

Appendix 4: Main contracts won or renewed since the

beginning of 2009

(1) Starting July 2009(2) Starting September 2009

Chartres Métropole

Indre et Loire

Défense Environnement

ServicesAlsace

Sauer Pechelbronn

Nevers

Moselle

VarNice

Le Creusot Montceau-les-Mines

Gard

Roquebrune Cap Martin

Lons-le-Saunier

La Roche-sur-Yon

Mende

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INTERNAL GROWTH

Outsourcing / Privatization

Partnership with other company

Renewals

Engineering / Design & Build

Industry & services

Appendix 4: Main contracts won or renewed since the

beginning of 2009

(1) Starting 2010(2) Starting September 2009

United-Kingdom

Germany

Poland

Spain

Sweden

Czech Republic

Merseyside

Madrid

Burg

Landskrona

Trelleborg

Barcelona

Grudziadz

Skanes

Görlitz

Hongry

Pécs

Slovakia

Trnava

Investor Relations – First Half 2009 Results – 06.08.09

- Renewals:

Görlitz Stadtwerke (water) –Length: 20 years - Cumul. rev.: €310m

- Outsourcing / Privatization:

Merseyside Waste Disposal Authority (waste)– Length: 20 years – Cumul. rev.: €719m

City area of Madrid - station « South » (water)– Length: 4 years (2 years option) – Cumul. rev.: €16m (without option)

Burg water syndicat (Saxe-Anhalt) (water) - Length: 15 years – Cumul. rev.: €20m

Pécs (heating network with commitment to put in place biomass cogeneration unit) (energy) – Length: 22 years

Trnava region (energy) - Length: 10 years Skane county (transportation)

– Length: 5 years (2 years option) – Cumul. rev.: €94m Landskrona (Regional transportation system) (transportation)

– Length: 8 years (2 years option) – Cumul. rev.: €42m Trelleborg/Svedala (transportation)

– Length: 8 years (2 years option) – Cumul. rev.: €37m Grudziadz (transport on demand) (transportation)

– Length: 10 years – Cumul. rev.: €15m

- Engineering / Design & Build:

Barcelona (construction & operating the new heat and cold network) (energy)– Operating length: 30 years - Cumul. rev.: €600m

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INTERNAL GROWTH

Outsourcing / Privatization

Company acquisition

Renewals

Engineering / Design & Build

Industry & services

Appendix 4: Main contracts won or renewed since the

beginning of 2009

(1) Starting September 2010(2) Starting 2010

Canada

United States

Mexique New Orleans

Las Vegas

Houston

Tempe

Denver

- Renewals:

Tempe (transportation) - Length: 4 years – Cumul. rev.: €93m

Las Vegas(1) (transportation) - Length: 1 year – Cumul. rev.: €69 m

Denver(2) (transportation) - Length: 3 years (2 years option)

– Cumul. rev.: €49m

- Outsourcing / Privatization:

New Orleans (overall public transportation system) (transportation)

– Length: 10 years (initial duration 5 years with 5 years renewal

depending on achievement of performance objectives)

– Cumul. rev.: €201m

Houston (transportation) (Light rail - organization and construction)

– Length: 35 years – Cumul. rev.: €1,200m

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INTERNAL GROWTH

EXTERNAL GROWTH

Hong Kong light rail network (transportation) (JV)

PARTNERSHIP

Partnership with RATP Développement (transportation)

through the creation of a JV (50/50) in Asia – Cumul. Rev.: 2013: €500m€

Outsourcing / Privatization

Company acquisition

Renewals

Industry & services

Partnership with other company

Appendix 4: Main contracts won or renewed since the

beginning of 2009

(1) Starting 2010

Australia

Taïwan

India

China

JapanRATP Développement

Sydney

Hong Kong Lightrail

South Korea

New Zealand

Perth

Auckland

ChibaSaitama

& Hiroshima-

Investor Relations – First Half 2009 Results – 06.08.09

- Renewals:

Perth (transportation)- Length: 7 years – Cumul. rev.: €17m

Auckland(1) (transportation)- Length: 4 years – Cumul. rev.: €64m

Saitama & Hiroshima- Japan (water),

- Length: 3 years – Cumul. Rev. for both contracts: €21m

- Outsourcing / Privatization:

Sydney (networks maintenance) (water), in consortium with Bovis - Length: 4 years (3 years option ) - Cumul. rev.: €44m, without option and €77m with option

Chiba (Japon) (water)- Length: 3 years – Cumul. rev.:€38m

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INTERNAL GROWTH

Outsourcing / Privatization

Engineering / Design & Build

Industry & services

Partnership with other company

Appendix 4: Main contracts won or renewed since the

beginning of 2009

Saudi Arabia

United Arab

Emirates

Qatar

DohaSipchem

Morocco

Rabat

- Outsourcing / Privatization:

Bus network for Grand Rabat area (in consortium with Bouzid & Hakam Groups) (transportation)– Length: 15 years – Cumul. rev.: €1,125m

Doha – Ashghal (water)– Length: 7 years (additional 3 years option) – Cumul. rev.: €44m

- Industry & services:

Saudi International Petrochemical (Sipchem) (operation contract) (water)– Length: 5 years – Cumul. rev.: €6m

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Appendix 5: Debt characteristics at June 30, 2009

Ratings

— Moody’s: A3/P-2 Negative (March 25, 2009)

— Standard & Poor’s: BBB+/A-2 Negative (March 26, 2009)

H1 2009 bond issues:

— €2bn, maturities of 5 and 10 years (€1.25bn and €0.75bn)

— €250m, maturity of 8 years

H1 2009 bond redemption: €44m

Average maturity of net debt: 9.5 years vs. 9.3 years at December 31, 2008

Group liquidity: €9.6bn o/w €4.7bn in undrawn credit lines

Net Group liquidity: €6.0bn

USD

GBP

Other

Floating rate: 32%

Fixed rate: 68%

o/w euro: 91%

o/w U.S. dollar: 49%

o/w pound sterling: 49%

Euro

(1) Of which zloty: 2% CNY: 3% and HKD: 3%

Net financial debt after hedges Currencies (gross debt after hedges)

65%8%

8%

19% (1)

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Investor Relations – First Half 2009 Results – 06.08.09

Appendix 6: VE Group bonds maturity schedule at

June 30, 2009

€m

0

200

400

600

800

1000

1200

1400

1600

2009 2013 2017 2021 2025 2029 2033 2037

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Investor Relations contact information

Nathalie Pinon, Head of Investor Relations

and Financial Communication

38 Avenue Kléber – 75116 Paris - France

Telephone +33 1 71 75 01 67

Fax +33 1 71 75 10 12

e-mail [email protected]

Brian SULLIVAN, Vice President & Treasurer (North America)

Terri Anne POWERS , Director, North American Investor Relations

200 East Randolph Street

Suite 7900

Chicago, IL 60601

Tem +1 (312) 552 2847

Fax +1 (630) 282 0423

e-mail [email protected]

Web site

http://www.veolia-finance.com

Investor Relations – First Half 2009 Results – 06.08.09

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