A N N U A L R E P O R T - Bouygues

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■ Analysis by business segment at 31 December 2005 Construction Property Roads Media Telecoms <strong>Bouygues</strong> SA & other activities Net lump-sum retirement benefit expense 8 1 10 2 3 3 27 Non-current provisions (balance sheet): - lump-sum retirement benefits 63 6 118 26 20 18 251 - pensions 1 21 22 Total ■ Analysis by geographical area at 31 December 2005 France European Union Africa Asia- Pacific Americas Total Net lump-sum retirement benefit expense (1) 23 1 3 27 Non-current provisions (balance sheet): - lump-sum retirement benefits 232 13 5 1 251 - pensions (2) 19 3 22 (1) Pension expense for 2005 is approximately 1 million euros. (2) discount rate and expected return on plan assets: see Note 2 202
20.3. Employee share ownership NOTE 21: DISCLOSURES ON RELATED PARTIES AND REMUNERATION OF DIRECTORS / SENIOR EXECUTIVES 20.3.1. Stock options ■ Securities giving access to the share capital Share price on 30 December 2005: 41.30 euros PLAN Options outstanding on 31 December 2005 Date of grant Earliest normal exercise date Earliest employee savings plan Exercise price (€) 1999.04 628,320 20/04/1999 20/04/2004 - 18.35 1999.07 943,607 06/07/1999 06/07/2004 - 21.01 1999.11 156,700 04/11/1999 04/11/2004 - 25.18 2000.07 1,277,227 04/07/2000 04/07/2005 - 58.74 2001.03 1,990,531 27/03/2001 27/03/2005 - 33.47 2001.07 1,676,894 03/07/2001 03/07/2005 - 32.81 2001.09 400,000 18/09/2001 18/09/2005 - 28.67 2002.06 3,365,417 25/06/2002 25/06/2006 25/06/2003 23.41 2002.12 588,447 17/12/2002 17/12/2006 17/12/2003 23.00 2003.06 3,388,884 17/06/2003 17/06/2007 17/06/2004 19.37 2004.03 3,583,693 15/03/2004 15/03/2008 15/03/2005 25.15 2005.06 2,954,000 21/06/2005 21/06/2009 21/06/2006 31.34 The total number of options outstanding (11,351,815) comprises: 1) options legally exercisable at 31 December 2005, either by normal exercise or by partial exercise ahead of the normal exercise date under the terms of the employee savings plan (applies to plans granted from June 2002 onwards), 2) options effectively exercisable at 31 December 2005, i.e. options that are in the money (exercise price below the closing share price at the balance sheet date of 41.30 euros). 21.1. Related-party disclosures Expenses Income Receivables Liabilities 2005 2004 2005 2004 31/12/05 31/12/04 31/12/05 31/12/04 Parties with an ownership interest (SCDM) 6 1 Joint ventures 99 89 177 135 74 58 76 53 Associates 13 9 103 59 38 6 18 12 Other related parties 17 22 5 20 23 38 33 36 Total 135 120 285 214 136 102 127 101 Maturity Less than 1 year 106 90 125 101 1 to 5 years 11 12 2 More than 5 years 19 includes: impairment of doubtful receivables (primarily non-consolidated companies) 49 48 21.2. Remuneration and benefits paid to directors and senior executives These disclosures cover members of the Group’s Executive Committee who were in post on 31 December 2005. Direct remuneration: 19,461,428 euros, including basic remuneration of 8,086,300 euros, 10,846,500 euros of exceptional variable remuneration paid in 2006 on the basis of 2005 performance, and 528,628 euros of directors’ fees. Directors’ fees paid to non-executive directors and non-voting supervisors amounted to 440,283 euros. Short-term benefits: None Post-employment benefits: Members of the Executive Committee belong to a top-up retirement benefit plan based on 0.92% of their reference salary for each year’s membership of the plan. This plan is contracted out to an independent insurance company. Contributions paid into the fund managed by the insurance company amounted to 6,400,000 euros in 2005. Long-term benefits: None Termination benefits: These comprise lump-sum retirement benefits of 669,216 euros. Share-based payment: 700,00 stock options were granted on 21 June 2005 at an exercise price of 31.34 euros. The earliest exercise date is 21 June 2009, and the expense recognised in the year ended 31 December 2005 is 2.22 million euros. CONSOLIDATED FINANCIAL STATEMENTS 203
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BOUYGUES 2005 A N N U A L R E P O R
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CONTENTS Chairman’s statement 2 M
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CHAIRMAN'S STATEMENT cellent year f
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Bouygues Telecom Tons directs Logot
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with the announcement of our annual
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KEY FIGURES FINANCIAL HIGHLIGHTS (
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NET DIVIDEND PER SHARE: €0.90 (up
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Business activities Bouygues Constr
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ACTOR > Excellent commercial and fi
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uildings and offices was stable, wi
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Gautrain link project, South Africa
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PROPERTY DEVELOPER > Further growth
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• the Allée des Oliviers in Mont
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Poland, which generated sales of
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IN ROADWORKS > Sharp rise in sales
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the performance of contracts under
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Two major projects were completed i
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SION GROUP IN FRANCE > Biggest incr
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eginning to tire. The subsidiary’
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ments and very good viewing figures
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Bouygues Telecom Logotype BT Quadri
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Bond issue On 22 July 2005, Bouygue
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Sustainable development Sustainable
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PMENT IN THE GROUP Our culture is r
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THE GROUP diseases at the Treichvil
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culty to enter the labour market, e
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ing position in this area. While th
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Bouygues Bâtiment Ile-de-France, f
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Private Construction QSE ® plans T
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erly constructed, supervised, teste
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teams. The workforce increased by 2
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The sustainable development committ
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Internships and apprenticeships App
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■ Internal communication: promoti
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ing and construction waste. In 2005
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Nanotechnologies to support technol
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Messages for children on TF1 After
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tional risks in order to raise awar
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Example of the local impact of the
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its transmitters. Thus, if a radio
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dual exchange rate risk arising fro
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Interest rate hedging Maturity 2006
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competition undertakings relating t
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assessments. The Group uses all leg
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Innovation, research and developmen
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H AND DEVELOPMENT • modelling (ha
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Legal and financial information Cor
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DEPUTY CHIEF EXECUTIVE OFFICERS Exp
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Expertise / Experience Principal po
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devoted an item on its agenda to a
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1.3.3. Selection Committee The Sele
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is a centralised and formalised sys
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Challenger Express, intended for se
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A. Dupont P. Le Lay Y. Gabriel A. P
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2. REPORT ON THE ALLOCATION AND EXE
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SHARE OWNERSHIP 1. CHANGES IN SHARE
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STOCK MARKET 1. BOUYGUES ON THE STO
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CAPITAL 1. GENERAL INFORMATION 1.2.
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2. ADDITIONAL REPORT ON THE USE OF
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Transactions carried out other than
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2. FIVE-YEAR FINANCIAL SUMMARY CAPI
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3.4. Double voting rights (Article
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MISCELLANEOUS INFORMATION Date of p
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MISCELLANEOUS INFORMATION Date of p
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7 November 2005 from 31 October to
Page 153 and 154: Financial statements CONSOLIDATED F
Page 155 and 156: CONSOLIDATED INCOME STATEMENT (in m
Page 157 and 158: CHANGES IN CONSOLIDATED SHAREHOLDER
Page 159 and 160: NOTE 1: SIGNIFICANT EVENTS OF THE Y
Page 161 and 162: ■ Business combinations Business
Page 163 and 164: ■ Leases: Items of property, plan
Page 165 and 166: 2.8. Financial instruments Some gro
Page 167 and 168: Services carried out on behalf of c
Page 169 and 170: 3.2. December 2004: financial state
Page 171 and 172: 3.3. 31 December 2004: comparative
Page 173 and 174: 3.5. 31 December 2004: transition o
Page 175 and 176: 4.2. Movements during the period 4,
Page 177 and 178: 4.2.3. Goodwill 4,618 ■ Movement
Page 179 and 180: 4.2.5. Other non-current financial
Page 181 and 182: 5.2. Advances and down-payments on
Page 183 and 184: 6.2.1. Attributable to the Group (I
Page 185 and 186: 2 - Fair value remeasurement reserv
Page 187 and 188: 8.3. Deferred tax assets and liabil
Page 189 and 190: 9.3. Liquidity at 31 December 2005
Page 191 and 192: Information about construction cont
Page 193 and 194: NOTE 15: INCOME TAX EXPENSE (570) 1
Page 195 and 196: 17.2. Analysis by business segment:
Page 197 and 198: 17.4. Income statement by function
Page 199 and 200: 18.1.2. Currency hedges ■ Analysi
Page 201 and 202: 19.3. Other commitments 19.5. Conti
Page 203: 20.2.2. Defined-benefit plans ■ N
Page 207 and 208: NOTE 23: AUDITORS’ FEES The table
Page 209 and 210: NOTE 25: PRINCIPAL EXCHANGE RATES N
Page 211 and 212: PARENT COMPANY FINANCIAL STATEMENTS
Page 213 and 214: NOTES TO THE PARENT COMPANY FINANCI
Page 215 and 216: Estimated useful lives and deprecia
Page 217 and 218: NOTE 7: COMPOSITION OF SHARE CAPITA
Page 219 and 220: NOTE 14: GROUP TAX ELECTION AND INC
Page 221 and 222: Annual general meeting of 27 April
Page 223 and 224: BOARD OF DIRECTORS' REPORTS BOARD O
Page 225 and 226: This delegation is granted to the B
Page 227 and 228: AUDITORS' REPORTS AUDITORS’ GENER
Page 229 and 230: AUDITORS’ REPORT IN ACCORDANCE WI
Page 231 and 232: Agreements to buy and sell Bouygues
Page 233 and 234: AUDITORS’ REPORT ON THE REDUCTION
Page 235 and 236: RECONSTITUTION OF INVESTMENT CERTIF
Page 237 and 238: Consequently, we ask you, subject t
Page 239 and 240: I. Analysis of the relative value o
Page 241 and 242: DRAFT RESOLUTIONS 1. ORDINARY PART
Page 243 and 244: plies with a code of conduct recogn
Page 245 and 246: • thirteenth resolution (Authoris
Page 247 and 248: CERTIFICATE OF RESPONSIBILITY Havin
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A N N U A L R E P O R T - Bouygues

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