BOUYGUES GROUP CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET (€ million) 30/09/2014 Net

ASSETS N

Property, plant and equipment Intangible assets Goodwill Joint ventures and associates Other non-current financial assets Deferred tax assets and non-current tax receivable NON-CURRENT ASSETS Inventories, programmes and broadcasting rights Advances and down-payments made on orders Trade receivables Tax asset (receivable) Other current receivables and prepaid expenses Cash and cash equivalents Financial instruments - hedging of debt Other current financial assets CURRENT ASSETS

31/12/2013 Net Restated a N-51

30/09/2013 Net Restated a N-52

6,360 1,773 5,291 4,122 556 319 18,421

6,246 1,866 5,245 3,510 572 251 17,690

6,278 1,878 5,649 5,487 567 264 20,123

3,012 488 7,619 171 2,392 3,543 15 11 17,251

3,025 473 6,157 196 1,947 3,546 14 16 15,374

3,085 530 7,242 156 2,241 3,142 14 12 16,422

1,151

Held-for-sale assets and operations 35,672

TOTAL ASSETS

LIABILITIES AND SHAREHOLDERS' EQUITY

30/09/2014

34,215

31/12/2013 Restated a

N-51

N

36,545

30/09/2013 Restated a

N-52

Share capital Share premium and reserves Translation reserve Treasury shares

336 6,602 88

319 7,572 16

319 7,567 29

Consolidated net profit/(loss) SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE GROUP

728 7,754

(757) 7,150

548 8,463

Non-controlling interests SHAREHOLDERS' EQUITY

1,564 9,318

1,519 8,669

1,475 9,938

Non-current debt Non-current provisions

5,894 2,416

Deferred tax liabilities and non-current tax liabilities NON-CURRENT LIABILITIES

120 8,430

6,601 2,173 167

7,996 2,124 194

8,941

10,314

Advances and down-payments received on orders Current debt Current taxes payable Trade payables Current provisions Other current liabilities Overdrafts and short-term bank borrowings Financial instruments - hedging of debt

1,036 2,062 218 6,752 825 6,423 565 26

1,345 1,006 120 6,774 792 6,004 362 26 10

1,350 321 93 6,973 681 6,427 414 24 10

16,439

16,293

Other current financial liabilities CURRENT LIABILITIES

17 17,924

166

Liabilities related to held-for-sale operations TOTAL LIABILITIES AND SHAREOLDERS' EQUITY

35,672

34,215

(4,989) (4,435) Net surplus cash/(net debt) The financial statements for the year ended 31 December 2013 and the nine months ended 30 September 2013 have been

(a)

restated to reflect the first-time application of IFRS 10 and IFRS 11 (see Note 14).

36,545 (5,599)

BOUYGUES GROUP CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT (€ million) Nine months 2013 Restated a

2014

SALES b Other revenues from operations Purchases used in production Personnel costs External charges Taxes other than income tax Net depreciation and amortisation expense Net charges to provisions and impairment losses Changes in production and property development inventories Other income from operations c Other expenses on operations

Third quarter 2013 Restated a

2014

Full year 2013 Restated a

24,223

24,088

9,041

8,994

33,121

68 (12,101) (5,266) (4,890) (461) (1,037) (101) (164) 807 (524)

68 (11,543) (5,267) (5,179) (473) (1,031) (212) 10 880 (463)

32 (4,558) (1,744) (1,707) (151) (375) (78) (123) 272 (189)

17 (4,430) (1,776) (1,775) (162) (365) (107) 10 272 (147)

96 (16,030) (7,037) (7,017) (638) (1,403) (511) 55 1,339 (656)

554

878

420

531

1,319

CURRENT OPERATING PROFIT/(LOSS) Other operating income Other operating expenses OPERATING PROFIT/(LOSS)

746 (351)

9 (3)

(91)

949

878

426

531

1,228

Financial income Financial expenses

40 (278)

40 (262)

19 (94)

18 (83)

52 (356)

COST OF NET DEBT

(238)

(222)

(75)

(65)

(304)

Other financial income Other financial expenses Income tax expense Joint ventures and associates: Share of profits/(losses) Net gain on Cofiroute disposal Alstom impairment loss

58 (42) (185)

35 (51) (242)

21 (8) (126)

9 (18) (144)

70 (96) (360)

154 253

212

100

74

217

NET PROFIT/(LOSS) FROM CONTINUING OPERATIONS

(1,404) 949

610

338

387

(649)

NET PROFIT/(LOSS)

949

610

338

387

(649)

NET PROFIT/(LOSS) ATTRIBUTABLE TO THE GROUP

728

548

318

360

(757)

Net profit/(loss) attributable to non-controlling interests

221

62

20

27

108

Basic earnings per share from continuing operations (€)

2.23

1.72

0.96

1.13

(2.37)

Net profit/(loss) from discontinued and held-for-sale operations

Diluted earnings per share from continuing operations (€) 2.22 1.71 0.96 1.12 The financial statements for the year ended 31 December 2013, the nine months ended 30 September 2013 and the three months ended 30 September 2013

(2.37)

(a)

have been restated to reflect the first-time application of IFRS 10 and IFRS 11 (see Note 14). (b) (c)

Of which sales generated abroad. Of which reversals of unutilised provisions/impairment losses and other items.

8,559 204

7,973 272

3,570 51

3,345 83

11,035 434

BOUYGUES GROUP CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE (€ million)

Full year 2013 Restated a

Nine months 2013 Restated a

2014

NET PROFIT/(LOSS) Items not reclassifiable to profit or loss Actuarial gains/losses on employee benefits Change in remeasurement reserve Net tax effect of items not reclassifiable to profit or loss Share of non-reclassifiable income and expense of joint ventures and associates

b

949

610

(649)

(54)

3

(14)

14 (48)

(1) 7

3 4

Items reclassifiable to profit or loss Change in cumulative translation adjustment of controlled entities Net change in fair value of financial instruments used for hedging purposes and of other financial assets (including available-for-sale financial assets) Net tax effect of items reclassifiable to profit or loss Share of reclassifiable income and expense of joint ventures and associates b

42

(4)

(16)

(23) 1 35

14

17

(53)

(42)

INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY

(33)

TOTAL RECOGNISED INCOME AND EXPENSE

916

576

(697)

Recognised income and expense attributable to the Group

692

518

(798)

Recognised income and expense attributable to non-controlling interests

224

58

101

(a)

c

(34)

d

The financial statements for the year ended 31 December 2013 and the nine months ended 30 September 2013 have been restated

to reflect the first-time application of IFRS 10 and IFRS 11 (see Note 14). (b) Relates mainly to Alstom (accounted for by the equity method). (c) Of which income and expense recognised in the third quarter of 2014 : €20m (d) Of which income and expense recognised in the third quarter of 2013 : -€62m

(48)

BOUYGUES GROUP CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (€ million)

Share capital & share premium

Reserves related to capital/ retained earnings

Consolidated reserves and profit/(loss)

1,303

2,902

4,543

(99)

153

(153)

RESTATED POSITION AT 31 DECEMBER 2012 a

Movements during the first nine months of 2013 Capital and reserves transactions, net Acquisitions/disposals of treasury shares Acquisitions/disposals without loss of control Dividend paid Other transactions with shareholders Net profit/(loss) Translation adjustment Other recognised income and expense Total recognised income and expense

c

Movements during the fourth quarter of 2013 Capital and reserves transactions, net Acquisitions of treasury shares Acquisitions/disposals without loss of control Dividend paid Other transactions with shareholders Net profit/(loss) Translation adjustment Other recognised income and expense

1 (25)

(65) 35

(98) (25) (511) 4 548 (65) 35

(30)

518

58

576

1

1

2

1,475

9,938

5 (1) (2)

99 (99)

62 (4)

3

(1)

1

2 (1) (1)

5 (1) (1)

(1)

(13) 2

2 (1,305) (13) 2

46 (1) (2)

(11)

(1,316)

43

(2)

2

(239)

7,150

1,519

2 (1,305)

1,207

3,054

3,128

416

(118)

118

72 (108)

416 (2) 5 (511) 3 728 72 (108)

(36)

692 1

(91)

(272)

7,754

1,564

(2) 5 (511) 3 728

c

b

728 1 1,623

2,425

3,978

Attributable to : Controlled entities Joint ventures and associates See statement of recognised income and expense. Includes TF1: €1,135m

Group 38 34 72

Noncontrolling interests 4 4

Total 42 34 76

2 (1,259) (14) (1,273)

8,669

(88) 221 b 4 (1) 224

The financial statements for the years ended 31 December 2012 and 31 December 2013 and for the nine months ended 30 September 2013

have been restated to reflect the first-time application of IFRS 10 and IFRS 11 (see Note 14). (b) Change in translation reserve

(d)

6 (80)

8,463

Other transactions (changes in scope of consolidation and other items)

(c)

1 (98) (19) (591) 4 610 (69) 35

(228)

(2)

POSITION AT 30 SEPTEMBER 2014

1

4,432

(1,305)

Movements during the first nine months of 2014 Capital and reserves transactions, net Acquisitions of treasury shares Acquisitions/disposals without loss of control Dividend paid Other transactions with shareholders Net profit/(loss) Translation adjustment Other recognised income and expense

10,063

3,055

c

RESTATED POSITION AT 31 DECEMBER 2013 a

1,489

1,204

Other transactions (changes in scope of consolidation and other items)

(a)

8,574

548

a

TOTAL

(174)

1

RESTATED POSITION AT 30 SEPTEMBER 2013

Total recognised income and expense

Items TOTAL Nonrecognised ATTRIBUTABLE controlling directly in TO THE GROUP interests equity

(511) 4 548

Other transactions (changes in scope of consolidation and other items)

Total recognised income and expense

Treasury shares

416 (2) 5 (599) 3 949 76 (109) 916 (90)

d

9,318

BOUYGUES GROUP CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED CASH FLOW STATEMENT (€ million) Nine months 2013 a Restated

2014

Full year 2013 a Restated

I - CASH FLOW FROM CONTINUING OPERATIONS A - NET CASH GENERATED BY/(USED IN) OPERATING ACTIVITIES Net profit/(loss) from continuing operations Share of profits/(losses) effectively reverting to joint ventures and associates Elimination of dividends (non-consolidated companies) Charges to/(reversals of) depreciation, amortisation, impairment & non-current provisions Gains and losses on asset disposals Miscellaneous non-cash charges

Sub-total Cost of net debt Income tax expense Cash flow Tous Income taxes paid Changes in working capital related to operating activities b NET CASH GENERATED BY/(USED IN) OPERATING ACTIVITIES Tous B - NET CASH GENERATED BY/(USED IN) INVESTING ACTIVITIES Purchase price of property, plant and equipment and intangible assets Proceeds from disposals of property, plant and equipment and intangible assets Net liabilities related to property, plant and equipment and intangible assets Purchase price of non-consolidated companies and other investments Proceeds from disposals of non-consolidated companies and other investments Net liabilities related to non-consolidated companies and other investments Tous Effects of changes in scope of consolidation Purchase price of investments in consolidated activities Proceeds from disposals of investments in consolidated activities Net liabilities related to consolidated activities Other effects of changes in scope of consolidation (cash of acquired and divested companies) Other cash flows related to investing activities (changes in loans, dividends received from non-consolidated companies) NET CASH GENERATED BY/(USED IN) INVESTING ACTIVITIES C - NET CASH GENERATED BY/(USED IN) FINANCING ACTIVITIES Capital increases/(reductions) paid by shareholders & non-controlling interests and other transactions between shareholders Dividends paid Dividends paid to shareholders of the parent company Dividends paid to non-controlling interests in consolidated companies Tous Change in current and non-current debt Cost of net debt Tous Other cash flows related to financing activities NET CASH GENERATED BY/(USED IN) FINANCING ACTIVITIES Tous D - EFFECT OF FOREIGN EXCHANGE FLUCTUATIONS Tous CHANGE IN NET CASH POSITION (A + B + C + D) Net cash position at start of period Tous Net cash flows Eurosport International presented as a held-for-sale operation in the balance sheet: ● Elimination of net cash position at 31 December 2013 Net cash position at end of period

949 (115) (13) 1,211 (600) (2) 1,430 238 185 1,853

610 (69) (12) 1,022 (23) (8) 1,520 222 242 1,984

(649) 1,341 (19) 1,443 (47) (13) 2,056 304 360 2,720

(196) (1,759) (102)

(159) (1,147) 678

(294) (180) 2,246

(979) 64 (152) (11) 8 (6)

(975) 82 (158) (6) 3

(1,380) 109 (70) (7) 5

(132) 1,039 7 42

(99) 1 4 (21)

(99) 14 1 (24)

88

(28)

11

(32)

(1,197)

(1,440)

11

(74)

(72)

(110) (88)

(511) (79)

(511) (79)

313 (238)

(109) (222)

(813) (304)

(11) (123)

4 (991)

8 (1,771)

51

(38)

(58)

(206)

(1,548)

(1,023)

3,184

4,276

4,276

(206)

(1,548)

(1,023)

2,978

2,728

(69) 3,184

II - CASH FLOWS FROM DISCONTINUED AND HELD-FOR-SALE OPERATIONS Net cash position at start of period Net cash flows Net cash position at end of period (a) The financial statements for the year ended 31 December 2013 and the nine months ended 30 September 2013 have been restated to reflect the first-time application of IFRS 10 and IFRS 11 (see Note 14). (b) Definition of change in working capital related to operating activities : Current assets minus current liabilities (excluding income taxes paid, which are reported separately).