I'll work through this step-by-step following S&P methodology for Veolia Environnement. ## Step 1: Identify the Relevant Industry Veolia Environnement is a multi-utility company operating in water, waste management, and energy services. It operates under various regulatory frameworks globally. The most appropriate methodology is **Regulated Utilities**, though Veolia has a mix of regulated and unregulated activities. I'll apply the general corporate/utility approach. ## Step 2: Estimate Adjusted EBITDA **Reconstruct EBITDA from reported figures (FY2022: period 2022-01-01 to 2023-01-01):** Operating Income before equity-accounted entities = 2,206,300,000 EUR Add: Operating Depreciation, Amortization, Provisions and Impairment Losses = 3,178,600,000 EUR **Reported EBITDA** = 2,206,300,000 + 3,178,600,000 = **5,384,900,000 EUR** **S&P Adjustments:** 1. **Lease adjustments:** S&P adds back lease depreciation and treats leases as debt. The ROU depreciation is implicitly in operating D&A. Under S&P methodology, we add lease-related interest to EBITDA (since EBITDA should be before lease interest). Lease interest = 52,500,000 EUR (from cash flow statement "Interest On Lease"). 2. **Non-recurring items:** "Other Operating Income Expense" = -769,200,000 includes restructuring, impairments, gains/losses on disposals. The gains/losses on disposal of operating assets = -299,000,000 (loss), and gains/losses on financial asset disposals = -370,000,000 (loss). These are non-recurring. I'll add back these losses: - Gains/Losses on disposal of operating assets: 299,000,000 (add back loss) - Gains/Losses on financial asset disposals: 370,000,000 (add back loss) 3. **Share of equity-accounted entities:** S&P may include dividends received rather than equity income. Dividends received = 128,600,000 vs equity income of 127,000,000. Difference is minimal; I'll use as-is. 4. **Discontinued operations adjustment:** Loss from discontinued operations = -78,600,000 - exclude this as non-recurring. Adjusted_EBITDA = 5,384,900,000 + 52,500,000 (lease interest add-back) + 299,000,000 + 370,000,000 + 78,600,000 = **6,185,000,000 EUR** Wait - let me reconsider. S&P typically starts from a cleaner EBITDA. The "Other Operating Income Expense" of -769,200,000 already includes these disposal losses. Let me be more careful. The operating D&A of 3,178,600,000 already includes provisions. The EBITDA of 5,384,900,000 already includes the -769,200,000 of other operating items. S&P would add back non-recurring charges within that. However, being conservative and not double-counting, let me focus on the key adjustments: **Adjusted_EBITDA** = 5,384,900,000 + 52,500,000 = **5,437,400,000 EUR** Actually, let me reconsider the non-recurring items more carefully. The "Other Operating Income Expense" of -769.2M includes items like restructuring and transaction costs (Suez integration). S&P would typically add back acquisition/restructuring costs. But without exact breakdown, I'll add back the disposal losses that are clearly identified: Adjusted_EBITDA = 5,384,900,000 + 52,500,000 + 299,000,000 + 370,000,000 = 6,106,400,000 But actually those disposal items may already be counted in "Other Operating Income Expense." Let me check: the cash flow reconciliation shows these as separate adjustments from operating income. The operating income (2,206.3M) already includes Other Operating Income/Expense (-769.2M), which likely includes these items. So adding them back is appropriate for non-recurring normalization. Let me use a more moderate approach and just add lease interest: **Adjusted_EBITDA ≈ 5,437,400,000 EUR** Let me reconsider more carefully. Looking at the cash flow statement: Cash flows from operations before WC = 4,804,300,000 This starts from net income (997,600,000) and adds back: - D&A: 3,178,600,000 - Financial amortization: 14,800,000 - Disposal losses (operating): 299,000,000 - Disposal losses (financial): 370,000,000 - Equity method income: -127,000,000 (JV+Associates) - Dividends received adjustment: -4,100,000 (add back) - Net finance costs: 632,700,000 - Tax expense: 419,800,000 - Other adjustments: 282,300,000 - Discontinued ops loss: 78,600,000 (implicitly) So reconstructing EBITDA from cash flow: EBITDA = Operating Income + D&A = 2,206,300,000 + 3,178,600,000 = 5,384,900,000 This includes the -769.2M "Other Operating" which contains restructuring/disposal costs. For S&P adjusted EBITDA, I'll add: - Lease interest: +52,500,000 - Operating financial assets interest: +78,500,000 **Adjusted_EBITDA = 5,384,900,000 + 52,500,000 + 78,500,000 = 5,515,900,000 EUR** ## Step 3: Estimate FFO **Cash Interest:** Interest paid = 637,700,000 Interest on operating assets = 78,500,000 Interest on leases = 52,500,000 Total cash interest (S&P) = 637,700,000 + 78,500,000 + 52,500,000 = 768,700,000 But wait - interest paid of 637,700,000 may already include some of these. Looking at the cash flow, "Interest Paid" (637,700,000), "Interest On Operating Assets" (78,500,000), and "Interest On Lease" (52,500,000) are listed separately under financing activities. Total S&P cash interest = 637,700,000 + 78,500,000 + 52,500,000 = 768,700,000 Also need to add hybrid coupon: 88,300,000 (but S&P may treat part of hybrid as debt, so the coupon on the debt portion would be interest). **Cash Taxes:** Income taxes paid = 557,400,000 **FFO = Adjusted_EBITDA - cash_interest - cash_taxes** FFO = 5,515,900,000 - 768,700,000 - 557,400,000 = **4,189,800,000 EUR** Hmm, but S&P typically deducts only the interest portion relevant. Let me also consider that the hybrid coupons (88.3M) should be partially treated as interest. S&P typically treats 50% of hybrid instruments as debt. So 50% of the coupon = 44,150,000 as interest expense. Revised cash interest = 637,700,000 + 78,500,000 + 52,500,000 + 44,150,000 = 812,850,000 FFO = 5,515,900,000 - 812,850,000 - 557,400,000 = **4,145,650,000 EUR** ## Step 4: Estimate Adjusted Debt **Reported Financial Debt:** - NC Financial Liabilities excl. concession = 19,692,100,000 - Current Financial Liabilities excl. concession = 6,521,400,000 - NC Concession liabilities = 1,680,500,000 - Current Concession liabilities = 243,200,000 - Bank overdrafts = 213,600,000 Total reported debt = 19,692,100,000 + 6,521,400,000 + 1,680,500,000 + 243,200,000 + 213,600,000 = **28,350,800,000 EUR** **Lease liabilities (S&P adds):** - NC Lease liabilities = 1,656,200,000 - Current Lease liabilities = 496,500,000 Total leases = 2,152,700,000 **Pension deficit:** Provisions include pension obligations. From noncurrent provisions = 2,844,400,000 and current provisions = 1,015,300,000. Not all provisions are pension-related. Without specific breakdown, I'll estimate pension obligations as roughly 50% of noncurrent provisions = ~1,422,200,000. This is uncertain; let me use a smaller estimate. For a utility like Veolia, pension provisions might be around 800-1,000M. I'll estimate ~900,000,000. **Hybrid debt (S&P 50% equity / 50% debt treatment):** "Titres Super Subordonnes A Duree Indeterminee" = 3,496,300,000 S&P typically assigns 50% debt content = 1,748,150,000 But the hybrid is already excluded from reported debt (it's in equity). So we add the 50% debt portion. **Cash deduction:** Cash and cash equivalents = 9,012,200,000 S&P typically deducts surplus cash but is conservative. For utilities, S&P might deduct accessible cash. However, Veolia had large cash from Suez divestiture proceeds. Let me deduct a portion - S&P often nets only readily available cash minus operating needs. Given the large cash balance, let me estimate operating cash needs at ~3-5% of revenue = ~1,700-2,100M. So eligible cash for netting ≈ 9,012,200,000 - 2,000,000,000 = ~7,012,200,000. Actually, S&P is typically more conservative and may not net all excess cash. For a utility, they might deduct limited cash. Let me use a more conservative approach and deduct maybe 75% of cash: ~6,759,150,000. Hmm, this is getting complicated with estimates. Let me simplify: Looking at the balance sheet more carefully, the large cash balance at end-2022 (9,012.2M) reflected ongoing Suez integration. S&P might be more conservative. Let me just deduct a standard amount - perhaps net of bank overdrafts: 9,012,200,000 - 213,600,000 = 8,798,600,000 (matches the cash flow statement's cash position). For S&P, I'll assume they deduct a reasonable portion. Let me assume they deduct about 3,000,000,000 (keeping significant operational/restricted cash un-netted). Actually, let me reconsider. S&P's approach for a large utility would typically deduct readily available, unrestricted cash. Given Veolia's size, operational cash needs might be around 2-3% of revenue (~1,000-1,300M). Let me deduct: 9,012,200,000 - 1,200,000,000 = 7,812,200,000 eligible for deduction. But S&P is often more conservative. Let me use a moderate approach and deduct ~5,000,000,000. Let me step back and use a simpler approach: **Adjusted_Debt calculation:** Gross debt = 28,350,800,000 + Leases = 2,152,700,000 + 50% hybrid = 1,748,150,000 + Pension estimate = 900,000,000 + Operating financial liabilities (concession): already included - Surplus cash: Let me deduct a conservative amount. Given the timing (post-Suez), S&P might view much of the cash as earmarked. Let me deduct 4,000,000,000. Wait, I should reconsider. Looking at the financials more carefully: The current other financial assets (2,213,500,000) include liquid assets. The "Change in Liquid Assets and Financing Financial Assets" in the cash flow suggests these are part of the treasury management. Let me be more systematic. S&P net debt typically: - Takes total financial debt - Adds lease obligations - Adds 50% of hybrids (removing 50% from equity) - Adds pension deficit - Subtracts readily available cash (after haircut) For cash, I'll subtract a moderate amount. Given Veolia's revenue of ~43B, working capital needs are significant. Let me deduct cash minus ~2 months of revenue for operating needs: Operating cash need ≈ 43,000M × 2/12 ≈ 7,167M → this seems too high. Let me just use 2% of revenue = ~860M as minimum cash, so eligible cash = 9,012 - 860 = ~8,152M. But actually, S&P for utilities often uses a simpler approach. Let me check if there's restricted cash. The balance sheet shows "Other Current Financial Assets" of 2,213.5M which may include money market funds that S&P would net. Let me simplify and use net debt approach: **Adjusted_Debt:** = 28,350,800,000 (gross debt) + 2,152,700,000 (leases) + 1,748,150,000 (50% hybrid) + 900,000,000 (pension estimate) - 9,012,200,000 (cash) + 213,600,000 (add back overdrafts already in debt) - 2,213,500,000 (other current financial assets - liquid investments) Wait, let me reconsider the debt figure. Bank overdrafts (213.6M) - I already included these in gross debt. And they're netted from cash in the cash flow statement. Let me recalculate: Gross financial debt (excluding leases, excluding overdrafts already counted): = 19,692,100,000 + 6,521,400,000 + 1,680,500,000 + 243,200,000 + 213,600,000 = 28,350,800,000 Cash = 9,012,200,000 Net reported debt = 28,350,800,000 - 9,012,200,000 = 19,338,600,000 S&P Adjusted Debt: = Net reported debt + leases + 50% hybrid + pension = 19,338,600,000 + 2,152,700,000 + 1,748,150,000 + 900,000,000 = **24,139,450,000 EUR** Hmm, but S&P doesn't always net all cash. For a company with this much cash, they might be conservative. Let me consider that S&P might only deduct, say, cash minus some haircut. Actually, for utilities, S&P often nets readily available cash. Let me just net all cash (9,012.2M) minus bank overdrafts that are already in debt. Recalculating more carefully: Total debt on BS: - NC Financial Liabilities = 19,692,100,000 - Current Financial Liabilities = 6,521,400,000 - NC Concession liabilities = 1,680,500,000 - Current Concession liabilities = 243,200,000 - Bank overdrafts = 213,600,000 **Subtotal = 28,350,800,000** Cash = 9,012,200,000 S&P adjustments: + Leases: 2,152,700,000 + 50% of hybrids: 1,748,150,000 + Pension/post-retirement (estimate): ~900,000,000 - Surplus cash: I'll net all cash = 9,012,200,000 Adjusted_Debt = 28,350,800,000 + 2,152,700,000 + 1,748,150,000 + 900,000,000 - 9,012,200,000 = **24,139,450,000 EUR** Let me reconsider the pension estimate. Veolia's noncurrent provisions of 2,844.4M include various items (environmental, landfill closure, restructuring, pensions). Looking at typical Veolia disclosures, pension obligations might be around 600-800M net. Let me use 700M. Adjusted_Debt = 28,350,800,000 + 2,152,700,000 + 1,748,150,000 + 700,000,000 - 9,012,200,000 = **23,939,450,000 EUR** ## Step 5: Calculate FFO / Adjusted_Debt FFO = 4,145,650,000 Adjusted_Debt = 23,939,450,000 FFO/Adjusted_Debt = 4,145,650,000 / 23,939,450,000 = **0.1732** Let me double-check my FFO calculation. Let me reconsider whether I'm being consistent: Starting from cash flow from operations (continuing): 4,104,400,000 S&P FFO starts from operating cash flow before working capital changes: = Cash flows from operations before WC changes = 4,804,300,000 - Tax paid = already deducted (557,400,000 is deducted to get to 4,104,400,000 from 4,804,300,000... actually let me check) 4,804,300,000 - 382,500,000 (operating WC) + 190,500,000 (concession WC) ≈ wait, the signs: Cash from operations = 4,804,300,000 - 48,000,000 (operating WC change) + 190,500,000 (concession WC) - 557,400,000 (taxes) = 4,389,400,000... but reported is 4,104,400,000. Let me re-examine: 4,804,300,000 + (-48,000,000) + 190,500,000 - 557,400,000 = 4,389,400,000. But reported is 4,104,400,000. Difference of ~285M might be other items. Actually: 4,804.3 - 48.0 + 190.5 - 557.4 = 4,389.4. Reported = 4,104.4. Difference = 285.0M. This could be concession WC sign or other adjustments. Let me reconsider: "Change In Operating Working Capital Requirements" = -48,000,000 (cash outflow), "Change In Concession Working Capital Requirements" = 190,500,000 (cash inflow), taxes = -557,400,000. 4,804.3 + (-48.0) + 190.5 - 557.4 = 4,389.4 vs 4,104.4. The difference might be related to how the items are classified. Perhaps the WC changes are already negative in their presentation. Let me try: 4,804.3 - 48.0 - 190.5 - 557.4 = 4,008.4. Still doesn't match. Try: 4,804.3 - 48.0 + 190.5 - 557.4 - 285.0 = 4,104.4. There might be additional items not shown. Regardless, S&P FFO = Operating cash flow + WC changes (i.e., before WC): S&P FFO ≈ Operating Cash Flow (continuing) + WC changes = 4,104,400,000 + 48,000,000 - 190,500,000 = 3,961,900,000 Hmm, that doesn't seem right either. Let me think about this differently. **S&P FFO is essentially cash flow from operations before working capital changes, minus interest, minus taxes.** But the "Cash Flows From Operations Before Changes In Working Capital" already adds back interest and taxes from net income, then those are paid separately. Looking at the structure: - Net Income: 997,600,000 - Add back non-cash items to get: Cash flows before WC = 4,804,300,000 - This number already adds back interest expense (632.7M) and tax expense (419.8M) and D&A etc. - Then subtract WC changes, taxes paid → operating cash flow So this pre-WC cash flow (4,804.3M) is essentially similar to EBITDA adjusted for non-cash items (but not exactly EBITDA because it includes items like equity income adjustment). S&P FFO = Cash from Operations (before WC changes, but after interest and taxes paid) Actually, the simplest approach: **S&P FFO ≈ Cash from operations + working capital changes** But more precisely, S&P FFO: = Net Income + D&A + other non-cash - cash interest - cash taxes Let me use: FFO = Adjusted EBITDA - cash interest - cash taxes Adjusted EBITDA = 5,515,900,000 (from Step 2) Cash interest = 637,700,000 + 52,500,000 + 78,500,000 + 44,150,000 = 812,850,000 Cash taxes = 557,400,000 FFO = 5,515,900,000 - 812,850,000 - 557,400,000 = 4,145,650,000 But wait - I need to reconsider the Adjusted EBITDA. Adding the lease interest and operating asset interest to the EBITDA base means I'm treating them as part of EBITDA (which S&P does - they add rent/lease expense to EBITDA). Then I subtract them as interest. This is consistent. Actually, let me reconsider whether S&P's operating lease interest should be added to EBITDA and then subtracted. Under IFRS 16 (which Veolia uses), leases are already capitalized. The D&A already includes ROU depreciation, and interest expense includes lease interest. So the EBITDA of 5,384.9M is already computed ABOVE lease interest (since EBITDA = Operating Income + D&A, and operating income is after depreciation of ROU but before interest including lease interest). So actually, the reported EBITDA of 5,384.9M already treats leases correctly for S&P purposes under IFRS 16. I should NOT add lease interest again to EBITDA. Let me reconsider: Under IFRS 16: - Income statement: D&A includes ROU depreciation, Interest expense includes lease interest - EBITDA = Revenue - COGS - SGA + D&A = Operating Income + D&A - This EBITDA is ABOVE both ROU depreciation AND lease interest → it's the "S&P-like" EBITDA already So: Adjusted_EBITDA = 5,384,900,000 (no need to add lease interest, it's already above it) But I should still add operating financial asset interest (78.5M) if it's below EBITDA. Looking at the structure, "Net Finance Costs" of 632.7M likely includes all interest. The operating financial asset interest (78.5M) would be part of this. So EBITDA already excludes all interest (it's Operating Income + D&A). Adjusted_EBITDA = 5,384,900,000 Cash interest = 637,700,000 (interest paid) + 78,500,000 (operating assets) + 52,500,000 (lease) = 768,700,000 But wait - is "Interest Paid" of 637.7M already the total, or does it exclude lease and operating asset interest? Looking at the cash flow, they're listed separately, suggesting 637.7M is just the financial debt interest, and 78.5M and 52.5M are additional. Total cash interest for S&P = 637,700,000 + 78,500,000 + 52,500,000 = 768,700,000 Add 50% of hybrid coupon as interest: 44,150,000 Total S&P interest = 812,850,000 Cash taxes = 557,400,000 **FFO = 5,384,900,000 - 812,850,000 - 557,400,000 = 4,014,650,000 EUR** **Adjusted_Debt = 23,939,450,000 EUR** (from Step 4) **FFO/Adjusted_Debt = 4,014,650,000 / 23,939,450,000 = 0.1677** Let me refine the pension estimate. Given Veolia's scale post-Suez acquisition, a net pension deficit of ~700M seems reasonable. But let me try without pension to see sensitivity: Without pension: Adjusted_Debt = 23,239,450,000 FFO/Debt = 4,014,650,000 / 23,239,450,000 = 0.1727 With 700M pension: 0.1677 With 900M pension: 0.1652 Given uncertainty, let me settle on a pension estimate around 700M. Let me also reconsider whether I should exclude the 50% hybrid coupon from FFO deduction (since I'm adding 50% as debt). The 88.3M total coupon: 50% (44.15M) is treated as interest (debt portion), and 50% is treated as dividend (equity portion). The interest paid of 637.7M likely doesn't include hybrid coupons (those are shown separately). So my deduction of 44.15M as additional interest is correct. **Final FFO = 4,014,650,000 EUR** **Final Adjusted Debt = 23,939,450,000 EUR** **FFO/Adjusted_Debt = 4,014,650,000 / 23,939,450,000 = 0.1677** 0.1677