2013 REGISTRATION DOCUMENT BUSINESS ACTIVITIES AND CSR – FULL-YEAR FINANCIAL REVIEW BOUYGUES CONSTRUCTION BOUYGUES IMMOBILIER COLAS TF1 BOUYGUES TELECOM CONTENTS Interview with Martin Bouygues, Chairman and CEO 2 THE GROUP 5 INFORMATION ON THE COMPANY 193 1.1 Profi le 6 6.1 Legal information 194 1.2 Bouygues and its shareholders 15 6.2 Share capital 197 1 1.3 2013 fi nancial year 17 6 6.3 Share ownership 201 1.4 Main events since 1 January 2014 25 6.4 Stock market information 203 6.5 Bouygues (parent company) results for the last fi ve fi nancial years 205 BUSINESS ACTIVITIES 27 CONSTRUCTION BUSINESSES 28 2.1 Bouygues Construction 28 FINANCIAL STATEMENTS 207 2 2.2 Bouygues Immobilier 36 7.1 Consolidated fi nancial statements 208 2.3 Colas 42 7.2 Auditors’ report on the consolidated fi nancial statements 272 MEDIA 50 7 2.4 TF1 50 7.3 Parent company fi nancial statements (French GAAP) 274 TELECOMS 56 2.5 Bouygues Telecom 56 7.4 Auditors’ report on the parent company fi nancial statements 289 PARENT COMPANY 64 2.6 Bouygues SA 64 POWER-TRANSPORT-GRID 66 COMBINED ANNUAL GENERAL MEETING 2.7 Alstom 66 OF 24 APRIL 2014 291 8.1 Agenda 292 HUMAN RESOURCES, ENVIRONMENTAL 8 8.2 Board of Directors’ report on the resolutions AND SOCIAL INFORMATION 71 submitted to the Combined Annual General Meeting 293 3.1 Group CSR policy and reporting methodology 72 8.3 Auditors’ reports 302 3 3.2 Human resources information 76 8.4 Draft resolutions 310 3.3 Environmental information 90 3.4 Social information 109 3.5 Independent auditor’s assurance report 120 CONCORDANCE 316 Headings of Annex 1, EU Regulation No. 809/2004 316 Historical fi nancial information for 2011 and 2012 318 RISK FACTORS 123 Full-year fi nancial review 319 4.1 Business-specifi c risks 124 Board of Directors’ management report 319 4.2 Market risks 139 Human resources, environmental and social information 320 4 4.3 Claims and litigation 141 Report by the Chairman on corporate governance, 4.4 Insurance – Risk coverage 149 internal control and risk management 321 CORPORATE GOVERNANCE, STATEMENT BY THE PERSON RESPONSIBLE INTERNAL CONTROL AND FOR THE REGISTRATION DOCUMENT 322 RISK MANAGEMENT 151 5 5.1 Information on corporate offi cers at 31 December 2013 152 CONTACTS 323 5.2 Report by the Chairman of the Board of Directors on corporate governance, internal control and risk management 159 5.3 Auditors’ report on the Report by the Chairman 180 5.4 Remuneration of corporate offi cers – s tock options granted to corporate offi cers and Group employees 181 5.5 Information on auditors 192 2013 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 19 March 2014, 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 2013 Registration Document 1 Interview with the Chairman and CEO Martin Bouygues How did the Group perform in 2013? Why did you write down your investment in Alstom? In 2013, the Group once again confirmed its competitiveness and its Alstom is an industrial group which operates on highly cyclical global innovation capacity to the benefit of customers in its three sectors markets. That is especially true of Alstom Power, its power generation of activity: construction, telecoms and media. The construction division, which is currently facing persistently weak demand for new businesses achieved an excellent commercial and financial thermal power plants. That is partly because energy consumption has performance. TF1 became France’s leading television group and, not yet returned to its pre-crisis level in mature economies, while growth having renewed its programming, strengthened its leadership position rates have slowed in several emerging countries. in a market under strong pricing pressure. Bouygues Telecom When Alstom reported its third-quarter orders and sales for FY 2013/14, successfully launched 4G, which has been taken up by nearly 10% the group announced that the persistent weakness in demand for new of customers. thermal power plants was weighing on its outlook for free cash fl ow and Operating performances were in line with objectives. Sales were stable, operating margin. This announcement caused Alstom’s share price to current operating profi t rose by 5% on 2012 and net debt remained fall by over 25% in the following two weeks, causing fi nancial analysts under tight control. to signifi cantly scale back their forecasts. Those events caused us to recognise an accounting write-down of €1,404 million against our The adaptation plans introduced in 2012 delivered the expected results. investment in Alstom in our 2013 fi nancial statements. Bouygues Immobilier adjusted to the sharp fall in the property market and Colas reorganised its roads activity in France. TF1 continued phase This write-down has no impact on the Bouygues group’s cash position II of its optimisation plan, while savings from the transformation plan at or operating performance, both of which are very robust. The Group’s Bouygues Telecom exceeded expectations. capacity for future growth remains intact. 2 BOUYGUES I 2013 Registration Document INTERVIEW WITH THE CHAIRMAN AND CEO In 2013, the Group confi rmed its competitiveness and its innovation capacity Are you confi dent of a turnaround at Alstom? The order book stood at €27.5 billion at end-December 2013, up 3% versus end-2012. Over three years, the order book grew by 22%. I have every confi dence in the ability of Patrick Kron and his staff to deal This achievement underlines the Group’s competitiveness, driven by with a cyclical situation that is far from uncommon in this type of industry. recognised know-how, notably in value-added projects, and a strong An ambitious savings programme has already been introduced with the and selective international presence. 50% of the order books at Bouygues aim of making Alstom more competitive and reducing its cost base. In Construction and Colas is to be executed in international markets. order to gain in fi nancial fl exibility and strengthen its strategic mobility, Bouygues Construction concluded a number of major projects, including Alstom is considering selling a minority stake in Alstom Transport and has the Tuen Mun-Chek Lap Kok tunnel in Hong Kong, Zagreb Airport in started to dispose of some non-strategic assets. Croatia and the L2 bypass in Marseille. At Colas, successes included the Tangier-Kenitra high-speed rail link in Morocco, the Santiago metro How do you see the telecoms market in France? in Chile and a roads maintenance contract in London, UK. Competition on the mobile market has increased since late 2013, Financial results improved further in 2013. Consolidated sales rose 2% characterised by intense price competition and a war of words surrounding and current operating profi t 9%, while free cash fl ow of €821 million 4G that has limited the potential for value creation. There is no leeway on remained at a high level. the fi xed broadband market in terms of offer and prices. Clearly, the French market cannot continue to function in this way, with such a regulatory Is sustainable construction still a priority for you despite imbalance in favour of one operator. One way or another, the situation the crisis? will have to change. More than ever. It is a key issue for us and one of the answers to the great How did Bouygues Telecom fare environmental challenges of the 21st in this complicated environment? “E xcellent commercial century. In order to meet them, the Group’s Bouygues Telecom continued to implement construction businesses have made its strategic priorities in 2013: overhauling performance in sustainable construction a strategic priority. its business model and repositioning its Bouygues Construction and Bouygues offering. Thus, the company optimised its the construction Immobilier are developing solutions, at the distribution channels at the same time as level of both individual buildings and entire negotiating a network sharing agreement businesses” neighbourhoods. To give an example, with SFR and successfully launched the Bouygues Immobilier’s Green Office largest 4G network in France, covering 40 million people. Bouygues positive-energy offi ce buildings show that it is possible to combine a very Telecom had 9,910,000 plan customers at end-2013, a year-on-year high level of energy effi ciency, guaranteed by a contract, with optimum increase of 482,000, including 1,750,000 B&YOU customers, a year-on- comfort for users. Several eco-neighbourhood projects, which aim to year increase of 726,000. On the fi xed broadband market, the company reduce consumption of resources while improving living conditions for gained 167,000 new customers to give a total of 2,013,000. residents, are being developed or are under construction, including Ginko in Bordeaux, Hikari in Lyon and Green City in Zurich. Bouygues Telecom achieved its financial objectives thanks to its transformation plan. As expected, EBITDA amounted to €880 million, What shape is the Group in as it enters 2014? close to the 2012 level. The results of the transformation plan introduced in early 2012 signifi cantly exceeded expectations, generating savings of Our fi nancial position is very robust. The upheaval on the telecoms market €599 million on its mobile activity costs since the end of 2011.