2014 Registration Document

2014 REGISTRATION DOCUMENT BUSINESS ACTIVITIES AND CSR FULL-YEAR FINANCIAL REVIEW BOUYGUES CONSTRUCTION BOUYGUES IMMOBILIER COLAS TF1 BOUYGUES TELECOM Building the future is our greatest adventure CONTENTS Interview with the Chairman and CEO Martin Bouygues 2 THE GROUP 5 INFORMATION ON THE COMPANY 203 1.1 Profi le 6 6.1 Legal information 204 1.2 Bouygues and its shareholders 15 6.2 Share capital 209 1 1.3 2014 fi nancial year 17 6 6.3 Share ownership 212 1.4 Main events since 1 January 2015 26 6.4 Stock market information 214 6.5 Bouygues (parent company) results for the last fi ve fi nancial years 217 BUSINESS ACTIVITIES 27 2.1 Construction businesses 28 FINANCIAL STATEMENTS 219 2.2 TF1, the leading private television group 2 in France 52 7.1 Consolidated fi nancial statements 220 2.3 Bouygues Telecom, an operator at the hub of 7.2 Auditors’ report on the consolidated its customers’ digital lives 58 7 fi nancial statements 284 2.4 Bouygues SA 66 7.3 Parent company fi nancial statements 2.5 Alstom: shaping the future 69 (French GAAP) 286 7.4 Auditors’ report on the parent company fi nancial statements 301 7.5 Auditors’ supplementary report on the parent HUMAN RESOURCES, ENVIRONMENTAL company fi nancial statements 303 AND SOCIAL INFORMATION 73 3.1 Group CSR policy and reporting methodology 74 3 3.2 Human resources information 78 COMBINED ANNUAL GENERAL 3.3 Environmental information 94 MEETING OF 23 APRIL 2015 305 3.4 Social information 115 8.1 Agenda 306 3.5 Independent verifi er’s report 127 8 8.2 Board of Directors’ report on the resolutions submitted to the Combined Annual General Meeting 307 RISK FACTORS 131 8.3 Auditors’ reports 321 8.4 Draft resolutions 329 4.1 Business-specifi c risks 132 4.2 Market risks 146 4 4.3 Claims and litigation 149 CONCORDANCE 340 4.4 Insurance – Risk coverage 155 Headings of Annex 1, EU Regulation No. 809/2004 340 Historical fi nancial information for 2012 and 2013 342 Full-year fi nancial review 343 CORPORATE GOVERNANCE, INTERNAL CONTROL AND Board of Directors’ management report 343 RISK MANAGEMENT 157 Human resources, environmental and social information 344 5.1 Information on corporate offi cers Report by the Chairman on corporate governance, 5 internal control and risk management 345 at 31 December 2014 158 5.2 Report by the Chairman of the Board of Directors on corporate governance, internal control and risk management 165 STATEMENT BY THE PERSON RESPONSIBLE 5.3 Auditors’ report on the Report by the Chairman 187 FOR THE REGISTRATION DOCUMENT 346 5.4 Remuneration of corporate offi cers – Stock options granted to corporate offi cers and Group employees 188 5.5 Information on auditors 202 MORE ABOUT BOUYGUES 2014 REGISTRATION DOCUMENT BUSINESS ACTIVITIES AND CSR – FULL-YEAR FINANCIAL REVIEW The Registration Document can be consulted and downloaded from the www.bouygues.com website This document is a free translation of the Registration Document ﬁ led with the Autorité des Marchés Financiers (AMF) on 18 March 2015, pursuant to Article 212-13 of the AMF General Regulation. It may be used in support of a ﬁ nancial transaction if supplemented by a stock exchange prospectus bearing an AMF visa. This document has been prepared by the issuer and its signatories may be held liable for it. BOUYGUES I 2014 Registration Document 1 I nterview with the Chairman and CEO Martin Bouygues THE BOUYGUES GROUP WAS IN THE THICK OF THINGS IN WHAT CONCLUSIONS DO YOU DRAW ABOUT 2014? 2014. WHAT WERE THE HIGHLIGHTS? Full-year results were in line with expectations. Sales were stable and 2014 was a particularly eventful year. Our construction businesses had international activities continued to show strong momentum, offsetting a a good year in commercial terms in 2014, with the conclusion of some decline in sales in France. great contracts. In telecoms, we wanted to acquire SFR, which would have made Bouygues Telecom the leading French mobile communications Looking beyond operating performances which refl ect a challenging operator and a telecoms group of similar size to the leader. Unfortunately economic and competitive environment in France, the Bouygues group we were not able to wrap up the project since SFR’s owner, Vivendi, demonstrated its responsiveness and grew stronger. The construction decided for its own reasons to pursue a different option. At TF1, the fi ght businesses showed strong momentum in international activities, their to turn LCI into a freeview channel was and still is an important issue. competitiveness thanks to differentiated know-how and a great capability Although we were not able to convince the CSA (the French Broadcasting to adapt. Bouygues Telecom continued its transformation in accordance Authority), we managed to get distributors to extend current contracts for with its road map and saw the fi rst signs of the success of its strategy. The at least a year so that we can take the time to look at the most appropriate Group also strengthened its fi nancial structure, sharply reducing net debt. solutions for the channel and those who work for it. We have won plaudits for our corporate social responsibility (CSR) During this period of media turbulence, we have forcefully asserted our initiatives, both in sustainable construction and in the broader social sphere, point of view on all these matters for which we have proposed innovative since Bouygues was added to three prestigious international socially solutions. responsible investment (SRI) indices in 2014: MSCI Global Sustainability, STOXX Global ESG Leaders and Euronext Vigeo Eurozone 120. It is a source of great satisfaction for us. 2 BOUYGUES I 2014 Registration Document I NTERVIEW WITH THE CHAIRMAN AND CEO The Bouygues group has demonstrated its responsiveness and grown stronger BOUYGUES CONSTRUCTION AND COLAS GENERATED On completion of the transaction Alstom will be a world leader in the MORE THAN HALF THEIR SALES ON INTERNATIONAL transport sector with cutting-edge technologies like the TGV high-speed MARKETS IN 2014. IS THIS A LONG-TERM TREND FOR train. It will be operating on a growing market with a strong international THE GROUP’S FUTURE DEVELOPMENT? presence and a more robust balance sheet. The acquisition of General Electric’s signalling business will further reinforce that specialisation. These International expansion is a long-term trend that we initiated several years are all good reasons for having confi dence in the future of a company with ago, which offsets the effects of the current crisis in France. But that great potential. I am convinced that once the deal is completed, Alstom does not mean we set specifi c targets for growth by region. The most will offer good prospects for growth and medium-term upside potential important thing is that our growth should be rational and reasonable in for Bouygues. order to secure our margins. HOW DO YOU SEE THE SITUATION AT TF1? WHAT DOES THE FUTURE HOLD FOR BOUYGUES TELECOM? The audience share of the TF1 group’s four freeview channels remained virtually stable in 2014, a fi ne achievement in the current competitive Bouygues Telecom continued to implement its transformation plan in 2014. environment. In a sluggish advertising market, TF1 is continuing A new positioning based on the quality of the customer experience was to transform its business model, with a positive effect on operating announced in November, at the same time as the launch of a simplifi ed profi tability. range of plans to which all customers will be gradually migrated during the fi rst half of 2015. These changes are being implemented alongside a WHAT IN YOUR OPINION IS THE OUTLOOK far-reaching reorganisation and a voluntary redundancy plan which was FOR THE GROUP? completed in late January 2015. In the construction businesses, our commercial performance in 2015 is So 2015 will be a year of transition before an improvement in fi nancial likely to refl ect contrasting situations. Conditions are tough in France, performance from 2016. Bouygues Telecom has many strengths, including where public-sector orders have slowed, especially in roadbuilding, a mobile network acknowledged to be of high quality a and an excellent and there are fewer major projects, but momentum remains good on portfolio of frequencies offering the highest speeds on the market. international markets. In this context, fi nancial results are likely to remain Thanks to the very powerful rollout of 4G and the solid in 2015, with the current operating margin at commercial offerings that go with it we are going the level of 2014 despite a decline in sales. back on the attack, which will help us to grow our Full-year results customer base and ultimately our sales. In fi xed were in line with In the media activity, although visibility remains broadband, our package priced at €19.99 has low, there could be a stabilisation of net sales been a great success. We are the price makers expectations ” in the television advertising market in 2015. TF1 in the segment and have shaken up an ossifi ed intends to maintain its leading position in freeview market. The arrival of the Bbox Miami TV box marks a new stage in that television in 2015 and will continue to adapt its business model to changes breakthrough by bringing the entire Google universe to the television. It is in its markets. TF1 will offer new digital services, support changes in a real fi rst. All these actions taken on the initiative of Bouygues Telecom its customers’ consumption habits and strengthen its content activities. give me confi dence in the future. There should be an improvement in the current operating margin in 2015, stripping out the impact of the deconsolidation of Eurosport International GENERAL ELECTRIC IS GOING TO TAKE OVER MOST in 2014.

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