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Bouygues SA

Earnings Release Nov 25, 2016

1167_10-q_2016-11-25_38a3f75c-21aa-4728-87ef-fe4802d6ae09.pdf

Earnings Release

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CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2016

NOTES

NOTE 1 SIGNIFICANT EVENTS 4
NOTE 2 GROUP ACCOUNTING POLICIES 6
NOTE 3 NON-CURRENT ASSETS 8
NOTE 4 CONSOLIDATED SHAREHOLDERS' EQUITY 10
NOTE 5 NON-CURRENT AND CURRENT PROVISIONS 11
NOTE 6 NON-CURRENT AND CURRENT DEBT 12
NOTE 7 CHANGE IN NET DEBT 12
NOTE 8 ANALYSIS OF SALES AND OTHER REVENUES FROM OPERATIONS 13
NOTE 9 OPERATING PROFIT/(LOSS) 15
NOTE 10 INCOME TAXES 15
NOTE 11 SEGMENT INFORMATION 16
NOTE 12 OFF BALANCE SHEET COMMITMENTS 19

Declaration of compliance:

The interim condensed consolidated financial statements of Bouygues and its subsidiaries (the "Group") for the nine months ended 30 September 2016 were prepared in accordance with IAS 34, "Interim Financial Reporting", a standard issued by the International Accounting Standards Board (IASB) and endorsed by the European Union. Because they are condensed, these financial statements do not include all the information required under the standards issued by the IASB, and should be read in conjunction with the full-year financial statements of the Bouygues group for the year ended 31 December 2015.

They were prepared in accordance with the standards issued by the IASB as endorsed by the European Union and applicable as of 30 September 2016. Those standards comprise International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs), and interpretations issued by the IFRS Interpretations Committee – previously the International Financial Reporting Interpretations Committee (IFRIC), itself the successor body to the Standing Interpretations Committee (SIC). The Group has not early adopted as of 30 September 2016 any standard or interpretation not endorsed by the European Union.

The financial statements are presented in millions of euros (unless otherwise indicated) and comprise the balance sheet, the income statement, the statement of recognised income and expense, the statement of changes in shareholders' equity, the cash flow statement, and the notes to the financial statements.

The comparatives presented are from the consolidated financial statements for the year ended 31 December 2015, and from the interim condensed consolidated financial statements for the nine months ended 30 September 2015.

NOTE 1 SIGNIFICANT EVENTS

1.1 Significant events of the first nine months of 2016

The principal corporate actions and acquisitions of the first nine months of 2016 are presented below:

  • On 5 January 2016, Bouygues announced that it had started preliminary discussions with Orange to explore all possible options, and that Bouygues and Orange had signed a confidentiality agreement. After three months of discussions, it was not possible to reach an agreement. As a result, at its meeting of 1 April 2016, Bouygues' Board of Directors decided unanimously to bring the negotiations to an end.
  • On 26 January 2016, TF1 acquired a 70% equity interest in FLCP, renamed Newen Studios, the holding company of the Newen production company. The parties signed a shareholders' agreement setting out rules governing the operational management of Newen, and providing for call and put options relating to the residual equity interest. The vendors have a put option, and TF1 has a call option, over the residual equity interest, exercisable during a five-year period starting in 2018. Newen Studios is consolidated with effect from 1 January 2016. The commitment entered into by TF1 to buy out the 30% non-controlling interest was measured at fair value on the basis of discounted cash flow projections and the resulting amount has been recognised as a non-current financial liability, with the corresponding entry recorded as a deduction from consolidated shareholders' equity. The impact of this acquisition on the net debt of the Bouygues group is €293 million. On 24 February 2016, Newen Studios acquired 100% of the equity capital of Rendez Vous Production Serie (RDVPS), which is also consolidated with effect from 1 January 2016. Both acquisitions were accounted for using the partial goodwill method. The purchase price allocation resulted in the recognition of provisional goodwill of €113 million, after remeasuring acquired production and distribution rights at a provisional fair value of €68 million to be amortised over an average period of three years (depending on the nature of the programme) through "Other operating expenses" starting on 1 January 2016.
  • On 28 January 2016, Alstom repurchased 91.5 million of its own shares, including 28,457,641 from Bouygues. The disposal of the shares held by Bouygues generated cash proceeds of €996 million. Following this transaction, Bouygues holds an equity interest of 28.33% in Alstom.
  • On 2 February 2016, Colas announced the sale of its 15.56% equity interest in Atlandes (the company that holds the concession for the A63 motorway in France) to various investment funds for €96 million. Colas hopes to be able to complete the sale in early 2017, once all the conditions precedent have been met.
  • On 8 February 2016, the French state announced that the memorandum of understanding with Bouygues relating to Alstom had come into effect, along with a stock lending transaction by Bouygues, valid for a period of approximately 20 months, that will enable the French state to exercise 20% of Alstom's voting rights. Bouygues:
  • retains a seat on Alstom's Board of Directors;
  • is entitled to the dividends on its entire shareholding in Alstom;
  • will recover the voting rights attached to the loaned shares in the event they are not purchased by the French state; and
  • will retain at least 8.33% of the voting rights.

In accordance with paragraphs 6 and 13 of IAS 28, Bouygues retains significant influence over Alstom, and the entire 28.33% equity interest in Alstom continues to be accounted for by the equity method as an investment in an associate.

On 11 July 2016, Bouygues Telecom entered into a definitive agreement for the sale of towers to Cellnex. The agreement initially covers 230 towers for a total amount of €80 million, although the number of towers could rise to 500. A gain of €56 million on the sale of the first 230 towers was recognised as of 30 September 2016, in "Other operating income" (see Note 9 to the condensed consolidated financial statements).

The sale was accompanied by a 20-year hosting and service framework agreement between the parties. The remaining 270 towers were not accounted for as held-for-sale assets in the balance sheet as of 30 September 2016 because they were not ready for sale in their present condition as of that date.

1.2 Significant events of the first nine months of 2015

The principal acquisitions and corporate actions of the first nine months of 2015 are presented below:

  • On 31 March 2015, Eurosport SAS, 49% owned by TF1, acquired 100% of the capital of Eurosport France, which was previously 80% owned by TF1. As a result of this transaction, which generated a non-taxable capital gain of €34 million, the Eurosport group (including Eurosport France) came to be owned 51% by Discovery Communications and 49% by TF1.
  • On 22 July 2015, pursuant to the initial agreements, the TF1 and Discovery Communications groups mutually agreed that TF1 would (i) exercise its put option over its 49% interest in Eurosport for €490 million and (ii) buy back Discovery's 20% interest in the pay-TV channels (TV Breizh, Histoire and Ushuaïa) for €15 million.

These transactions were completed on 1 October 2015. As of 30 September 2015, the interest in Eurosport held by TF1 was classified as a held-for-sale asset with a carrying amount of €490 million. This new agreement extinguished the reciprocal commitments between the two groups.

  • Bouygues Construction sold its equity interest in Autoroute de Liaison Seine Sarthe. This disposal took place in two stages: (i) 23.17% of the capital and shareholder loans on 30 September 2015 for €76 million, resulting in the loss of significant influence; and (ii) 10% of the capital and shareholder loans in June 2016 for €35 million. The residual 10% interest was shown as a heldfor-sale asset at that amount in the balance sheet as of 30 September 2015 and 31 December 2015.
  • On 31 July 2015, Bouygues sold its 18.63% equity interest in Eranove for €47 million.

1.3 Significant events and changes in scope of consolidation subsequent to 30 September 2016

On 9 November 2016, Bouygues sold a 46.1% equity interest in Adelac, the company that holds the concession for the A41 North motorway between Annecy and Geneva. This equity interest, which was owned by subsidiaries of Bouygues Construction (39.2%) and by Colas (6.9%) was sold for €130 million, an amount that is close to the gain on the transaction that will be recognised in the fourth quarter of 2016.

NOTE 2 GROUP ACCOUNTING POLICIES

2.1 Basis of preparation of the financial statements

The interim condensed consolidated financial statements of the Bouygues group include the financial statements of Bouygues SA and its subsidiaries, its investments in joint ventures and associates, and its joint operations. The financial statements are presented in millions of euros, the currency in which the majority of the Group's transactions are denominated, and take account of the recommendations on the presentation of financial statements (Recommendation 2013-03) issued on 7 November 2013 by the Autorité des Normes Comptables (ANC), the French national accounting standard-setter.

They were adopted by the Board of Directors on 15 November 2016.

The interim condensed consolidated financial statements for the nine months ended 30 September 2016 were prepared in accordance with IFRS using the historical cost convention, except for certain financial assets and liabilities measured at fair value where this is a requirement under IFRS. They include comparatives as of and for the year ended 31 December 2015 and the nine months ended 30 September 2015.

Accounting policies specific to the interim condensed financial statements are as follows:

  • Income taxes of consolidated entities for interim periods are assessed in accordance with IAS 34: the income taxes of each entity are recognised on the basis of the best estimate of the average annual effective income tax rate for the financial year (except in the case of holding companies, which recognise income taxes on the basis of the actual tax position at the end of the period).
  • Employee benefit expenses for interim periods are recognised pro rata based on the estimated expense for the full year, calculated using the same actuarial assumptions and projections as those applied as of 31 December 2015 except for the discount rate, which has reduced from 2.09% as of 31 December 2015 to 1.10% as of 30 September 2016, resulting in an increase of €55 million in the provision. A further reduction of 70 basis points in the discount rate would increase the provision for retirement benefit obligations by €49 million. That impact would be recognised in the consolidated statement of recognised income and expense.

2.2 New accounting standards and interpretations

The Bouygues group applied the same standards, interpretations and accounting policies for the nine months ended 30 September 2016 as applied in its financial statements for the year ended 31 December 2015, except for changes required to meet new IFRS requirements applicable from 1 January 2016 as described below.

Other key standards, amendments and interpretations issued by the IASB but not yet endorsed by the European Union.

IFRS 15: Revenue from Contracts with Customers

On 28 May 2014, the IASB issued a new standard on revenue recognition intended to replace most of the current IFRS pronouncements on this subject, in particular IAS 11 and IAS 18. IFRS 15, which has not yet been endorsed by the European Union, is applicable from 1 January 2018.

IFRS 9:

On 24 July 2014, the IASB issued a new standard on financial instruments intended to replace most of the current IFRS pronouncements on this subject, in particular IAS 39. The new standard, which has not yet been endorsed by the European Union, is applicable from 1 January 2018.

IFRS 16:

On 16 January 2016, the IASB issued IFRS 16, "Leases". IFRS 16 will replace IAS 17, along with the associated IFRIC and SIC interpretations, and will end the distinction currently made between operating leases and finance leases. Lessees will be required to account for all leases with a term of more than one year in a manner similar to that currently specified for finance leases under IAS 17, involving the recognition of an asset for the rights, and a liability for the obligations, arising under the lease. IFRS 16, which has not yet been endorsed by the European Union, is applicable from 1 January 2019.

NOTE 3 NON-CURRENT ASSETS

For an analysis of the carrying amount of property, plant and equipment and intangible assets by business segment see Note 11, "Segment information".

3.1 Goodwill

3.1.1 Movement in the carrying amount of goodwill in the period

(€ million) Gross Impairment Carrying amount
31/12/2015 5,339 (78) 5,261
Changes in scope of consolidation a
120
120
Other movements (including translation adjustments) (24) 1 (23)
Impairment losses

30/09/2016 5,435 (77) 5,358

(a) Essentially an increase of €113m following the acquisition of 70% of Newen Studios and RDVPS by TF1.

3.1.2 Split of goodwill by Cash Generating Unit (CGU)

CGU 30/09/2016 31/12/2015
(€ million) Total % Bouygues Total % Bouygues
Bouygues Construction (subsidiaries) a 472 99.97% 488 99.97%
Colas b 1,115 96.60% 1,125 96.60%
TF1 b 1,123 43.91% 1,000 43.98%
Bouygues Telecom b 2,648 90.53% 2,648 90.53%
Other
Total 5,358 5,261

(a) Only includes goodwill on subsidiaries acquired by the CGU.

(b) Includes goodwill on subsidiaries acquired by the CGU and on acquisitions made at parent company (Bouygues SA) level for the CGU.

Given the absence of any evidence of impairment, the goodwill recognised for Bouygues Telecom and Colas as of 30 September 2016 has not been subject to further impairment testing.

As regards TF1, the recoverable amount used for goodwill impairment testing purposes as of 31 December 2015, determined on the basis of discounted cash flows, exceeded the carrying amount. The share price has fallen since 31 March 2016. The actual operating performance to end September 2016 does not invalidate the assumptions retained in the end-2015 business plan. The recoverable amount will be reassessed at the end of the year on the basis of the forthcoming business plan prepared by management.

3.2 Joint ventures and associates

(€ million) Carrying
amount
31/12/2015 a
3,401
Share of net profit/(loss) for the period 91
Translation adjustments 24
Other income and expense recognised directly in equity (30)
Net profit/(loss) and other recognised income and expense 85
Changes in scope of consolidation (1)
Other movements c
(1,105)
30/09/2016 b
2,380

(a) Includes Alstom: €2,977m, net of impairment of €1,091m.

(b) Includes Alstom: €1,939m.

(c) Essentially a €996m reduction related to the impact of the Alstom public share buyback offer.

A segmental analysis of the share of net profit for the first nine months of 2016 is provided in Note 11, "Segment information".

Given the time-lag between the annual accounting period-ends of Alstom (31 March) and of Bouygues (31 December), Alstom's contribution to the net profit of Bouygues for the nine months ended 30 September 2016 was calculated on the basis of the half-year results for the 2016/2017 financial year published by Alstom on 9 November 2016.

The Alstom contribution for the first nine months of 2016 was €36 million, after taking account of:

  • the results published by Alstom for the second half of its 2015/2016 financial year and the first half of its 2016/2017 financial year;
  • the derecognition (based on relative values) of the fair value adjustments and goodwill allocated to Alstom's Energy activities, which have been sold;
  • the effects of the public share buyback offer carried out by Alstom in January 2016; and
  • the reversal of the residual balance of the impairment loss recognised as of 31 December 2015.

The carrying amount of the interest in Alstom as of 30 September 2016 was €1,939 million, including €865 million of goodwill and €120 million of non-depreciable fair value adjustments relating mainly to the Alstom brand name. This is €1,038 million less than the carrying amount as of 31 December 2015, reflecting (i) the €996 million payment made to Bouygues in connection with the public share buyback offer and (ii) a net change of €42 million in equity at Group level.

The impairment loss recognised against Alstom as of 31 December 2015 was reduced to zero as of 31 March 2016, essentially as a result of the derecognition of goodwill following the sale of Alstom's Energy activities and the calculation of the effects of the public share buyback offer. The residual balance was released to profit or loss. After taking account of the figures released by Alstom for the first half of its 2016/17 financial year, the carrying amount per share in the balance sheet as of 30 September 2016 was €31.24, below the range of recoverable amounts estimated by Bouygues.

Alstom's profit contribution to the Bouygues group in the first nine months of 2015 was zero, following the partial reversal of the impairment loss recognised by Bouygues in 2013.

NOTE 4 CONSOLIDATED SHAREHOLDERS' EQUITY

Share capital of Bouygues SA

As of 30 September 2016, the share capital of Bouygues SA consisted of 347,100,965 shares with a par value of €1.

Movements
31/12/2015 Reductions Increases 30/09/2016
Shares 345,135,316 a
1,965,649
347,100,965
NUMBER OF SHARES 345,135,316 1,965,649 347,100,965
Par value €1 €1
SHARE CAPITAL (€) 345,135,316 1,965,649 347,100,965

(a) The increase of 1,965,649 shares was due to new shares being issued on exercise of stock options, resulting in an increase of €48m in shareholders' equity.

NOTE 5 NON-CURRENT AND CURRENT PROVISIONS

5.1 Non-current provisions

(€ million) Long-term
employee
benefits a
Litigation
and
claims b
Guarantees
given c
Other non
current
provisions d
Total
31/12/2015 692 363 392 713 2,160
Translation adjustments (7) (1) (3) 1 (10)
Changes in scope of consolidation 1 (1)
Charges to provisions 34 30 44 51 159
Reversals of provisions (utilised or unutilised) (24) (56) (39) (61) e
(180)
Actuarial gains and losses 55 55
Transfers and other movements (2) 2 (17) (17)
30/09/2016 751 334 396 686 2,167
(a) Long-term employee benefits 751 Principal segments involved:
Lump-sum retirement benefits 540 Bouygues Construction 215
Long-service awards 154 Colas 394
Other long-term employee benefits 57 TF1 42
Bouygues Telecom 61
(b) Litigation and claims 334 Bouygues Construction 152
Provisions for customer disputes 120 Bouygues Immobilier 32
Subcontractor claims 70 Colas 87
Employee-related and other litigation and claims 144 Bouygues Telecom 56
(c) Guarantees given 396 Bouygues Construction 303
Provisions for 10-year construction guarantees 302 Bouygues Immobilier 22
Provisions for additional building/civil engineering/civil works
guarantees
94 Colas 71
(d) Other non-current provisions 686 Bouygues Construction 156
Provisions for risks related to official inspections 231 Colas 305
Provisions for miscellaneous foreign risks 13 Bouygues Telecom 147
Provisions for subsidiaries and affiliates 23
Dismantling and site rehabilitation 269
Other non-current provisions 150
(e) Of which: reversals of unutilised provisions
in the first nine months of 2016
(79)

5.2 Current provisions

Provisions related to the operating
cycle
(€ million)
Provisions
for customer
warranties
Provisions for
project risks and
project completion
Provisions for
expected losses
to completion
Other
current
provisions
Total
31/12/2015 54 411 334 293 1,092
Translation adjustments
Changes in scope of consolidation
(1) (3) (1)
2
(5)
2
Charges to provisions 7 70 100 66 243
Reversals of provisions (utilised or
unutilised)
(10) (134) (139) (76) a
(359)
Transfers and other movements 2 (3) (1)
30/09/2016 50 346 295 281 972
(a) Of which: reversals of unutilised provisions
in the first nine months of 2016
(118)

NOTE 6 NON-CURRENT AND CURRENT DEBT

6.1 Breakdown of debt

(€ million) Current debt Non-current debt
Total
30/09/2016
Total
31/12/2015
Total
30/09/2016
Total
31/12/2015
Bond issues a 133 729 4,552 4,548
Bank borrowings 110 76 699 691
Finance lease obligations 8 7 8 12
Other borrowings a & b 164 19 183 54
TOTAL DEBT 415 831 5,442 5,305

(a) Current debt: mainly relates to Bouygues SA, and includes redemption of a €600m bond issue maturing May 2016 and subscription to commercial paper of €145m.

(b) Non-current debt: the increase in "Other borrowings" is mainly due to the recognition of TF1's commitment to buy out the 30% non-controlling interest in Newen Studios.

6.2 Covenants and trigger events

The bond issues maturing 2018, 2019, 2022, 2023 and 2026 contain a change of control clause relating to Bouygues SA.

The bank credit facilities contracted by Bouygues SA and its subsidiaries contain no financial covenants or trigger event clauses.

NOTE 7 CHANGE IN NET DEBT

(€ million) 31/12/2015 Cash
flows
Changes in
scope of
consolidation
Translation
adjustments
Other
items
30/09/2016
Cash and cash equivalents 3,785 (1,478) 71 (41) 4 2,341
Overdrafts and short-term bank borrowings (196) (74) 4 (35) (3) (304)
NET CASH POSITION 3,589 a
(1,552)
a
75
a
(76)
a
1
2,037
Non-current debt 5,305 7 (16) (9) 155 5,442
Current debt 831 (486) 28 (1) 43 415
Financial instruments, net 14 56 70
TOTAL DEBT 6,150 b
(479)
12 (10) 254 5,927
NET DEBT (2,561) (1,073) 63 (66) (253) (3,890)

(a) Net cash flows as reported in the cash flow statement for the period.

(b) Net cash outflow reported in the cash flow statement for the period at an amount of €479m before the effect of exchange rate fluctuations and other movements.

NOTE 8 ANALYSIS OF SALES AND OTHER REVENUES FROM OPERATIONS

8.1 Analysis by accounting classification

(€ million) 9 months 3rd quarter
2016 2015 2016 2015
Sales of goods 1,869 2,214 732 888
Sales of services 8,391 8,033 2,865 2,702
Construction contracts 12,853 13,577 4,847 5,136
CONSOLIDATED SALES 23,113 23,824 8,444 8,726
OTHER REVENUES FROM OPERATIONS 90 62 25 12
TOTAL REVENUES 23,203 23,886 8,469 8,738
(€ million) 9 months 2016 9 months 2015
France International Total France International Total
Bouygues Construction 3,919 4,620 8,539 4,096 4,600 8,696
Bouygues Immobilier 1,542 71 1,613 1,491 66 1,557
Colas 4,209 3,858 8,067 4,426 4,455 8,881
TF1 1,360 38 1,398 1,327 45 1,372
Bouygues Telecom 3,486 3,486 3,305 3,305
Bouygues SA & other 4 6 10 5 8 13
CONSOLIDATED SALES 14,520 8,593 23,113 14,650 9,174 23,824

Split of total sales

3rd quarter 2016 3rd quarter 2015
(€ million) France International Total France International Total
Bouygues Construction 1,257 1,589 2,846 1,323 1,609 2,932
Bouygues Immobilier 539 34 573 485 21 506
Colas 1,598 1,819 3,417 1,648 2,065 3,713
TF1 387 13 400 395 16 411
Bouygues Telecom 1,206 1,206 1,159 1,159
Bouygues SA & other 1 1 2 3 2 5
CONSOLIDATED SALES 4,988 3,456 8,444 5,013 3,713 8,726

8.2 Analysis by business segment

(€ million) Bouygues
Construction
Bouygues
Immobilier
Colas TF1 Bouygues
Telecom
Bouygues SA
& other
Total
9 months
2016
Total
3rd quarter
2016
Total sales 8,698 1,626 8,115 1,427 3,503 101 23,470 8,556
Inter-segment sales (159) (13) (48) (29) (17) (91) (357) (112)
THIRD-PARTY SALES 8,539 1,613 8,067 1,398 3,486 10 23,113 8,444
(€ million) Bouygues
Construction
Bouygues
Immobilier
Colas TF1 Bouygues
Telecom
Bouygues
SA & other
Total
9 months
2015
Total
3rd quarter
2015
Total sales 8,826 1,569 8,933 1,400 3,319 105 24,152 8,828
Inter-segment sales (130) (12) (52) (28) (14) (92) (328) (102)
THIRD-PARTY SALES 8,696 1,557 8,881 1,372 3,305 13 23,824 8,726

NOTE 9 OPERATING PROFIT/(LOSS)

(€ million) 9 months 3rd quarter
2016 2015 2016 2015
CURRENT OPERATING PROFIT/(LOSS) 714 597 508 478
Other operating income a
64
b
28
58 5
Other operating expenses a
(208)
b
(134)
(53) (37)
OPERATING PROFIT/(LOSS) 570 491 513 446

(a) Comprises:

  • TF1: Expense of €69m comprising:
  • one-off additional expense of €21m related to a change in the accounting treatment of French drama;
  • amortisation of €19m charged against the fair value of rights remeasured as part of the Newen Studios purchase price allocation;
  • other costs of €29m incurred on the reorganisation of the TF1 group and the freeview switchover of LCI.
  • Colas: Costs of €39m incurred on discontinuation of operations at Société de la Raffinerie de Dunkerque.

Bouygues Construction: Adaptation costs of €15m arising from the ongoing implementation of the new organisational structure that began in 2015.

Bouygues Telecom: Net expense of €7m, mainly comprising €65m of accelerated depreciation arising from the rollout of network sharing, partly offset by the €56m gain on the sale of 230 towers to Cellnex.

Bouygues Immobilier: Expense of €2m for adaptation costs relating to the organisational structure.

Bouygues SA: Expense of €12m relating to costs incurred on the proposed transaction with Orange.

(b) Mainly comprises:

Bouygues Telecom: Other operating income of €28m (reversals of miscellaneous provisions) and other operating expenses of €104m (mainly €71m on the rollout of network sharing with SFR).

TF1: Mainly an expense of €15m for adaptation costs in news operations associated with the discontinuation of the print edition of Metro France.

Bouygues Construction: Adaptation costs of €12m arising from implementation of the new organisational structure in 2015. Bouygues Immobilier: Expense of €3m for adaptation costs relating to the organisational structure.

NOTE 10 INCOME TAXES

(€ million) 9 months 3rd quarter
2016 2015 2016 2015
Tax payable to the tax authorities (142) (155) (84) (72)
Deferred taxes, net 4 73 (55) (46)
INCOME TAX GAIN/(EXPENSE) (138) (82) (139) (118)

The effective tax rate for the first nine months of 2016 was 34%, compared with 27% for the first nine months of 2015. In 2015, the non-taxable gain on the sale of Eurosport France had a favourable impact on the effective tax rate, which would have been 30% without that impact.

NOTE 11 SEGMENT INFORMATION

The table below shows the contribution made by each business segment to key items in the income statement, balance sheet and cash flow statement:

(€ million) Bouygues
Construction
Bouygues
Immobilier
Colas TF1 Bouygues
Telecom
Bouygues SA
& other
Total
Income statement - first 9 months of 2016
Current operating profit/(loss) 235 92 241 47 124 (25) 714
Operating profit/(loss) 220 90 202 (22) 117 (37) 570
Share of profits/(losses) of joint ventures and
associates
10 40 4 37 91
Net profit/(loss) attributable to the Group 165 53 161 (6) 57 (85) a
345
Income statement - first 9 months of 2015
Current operating profit/(loss) 235 89 195 107 (9) (20) 597
Operating profit/(loss) 223 86 195 92 (85) (20) 491
Share of profits/(losses) of joint ventures and
associates
64 67 1 1 26 159
b
Net profit/(loss) attributable to the Group 243 46 182 28 (50) (115) 334

(a) Net profit attributable to the Group for the first nine months of 2016 excluding exceptional items amounted to €412m, equivalent to net profit attributable to the Group after stripping out non-current expenses of €67m net of taxes.

(b) Net profit attributable to the Group for the first nine months of 2015 excluding exceptional items amounted to €320m, equivalent to net profit attributable to the Group after stripping out (i) non-current expenses of €56m net of taxes and (ii) profits of €70m from joint ventures and associates of Bouygues Construction.

(€ million) Bouygues
Construction
Bouygues
Immobilier
Colas TF1 Bouygues
Telecom
Bouygues SA
& other
Total
Income statement - 3rd quarter of 2016
Current operating profit/(loss)
Operating profit/(loss)
Share of profits/(losses) of joint ventures and
associates
Net profit/(loss) attributable to the Group
84
77
9
65
33
33
19
326
317
9
230
(11)
(25)
4
(6)
86
122
69
(10)
(11)
37
(4)
508
513
59
373
Income statement - 3rd quarter of 2015
Current operating profit/(loss)
Operating profit/(loss)
Share of profits/(losses) of joint ventures and
associates
87
82
69
30
27
314
314
37
10
7
45
24
(8)
(8)
24
478
446
130
Net profit/(loss) attributable to the Group 133 12 248 1 16 (34) 376
3rd quarter 2015

3rd quarter 2015 3rd quarter 2016

(€ million) Bouygues
Construction
Bouygues
Immobilier
Colas TF1 Bouygues
Telecom
Bouygues SA
& other
Total
Balance sheet - 30 September 2016
Property, plant and equipment 687 26 2,263 176 3,176 135 6,463
Intangible assets 38 38 64 246 1,763 47 2,196
Net debt 2,758 (274) (17) 148 (1,123) (5,382) (3,890)
Balance sheet - 31 December 2015
Property, plant and equipment 717 22 2,396 170 3,081 137 6,523
Intangible assets 40 30 70 124 1,820 47 2,131
Net debt 3,272 5 560 701 (890) (6,209) (2,561)
(€ million) Bouygues
Construction
Bouygues
Immobilier
Colas TF1 Bouygues
Telecom
Bouygues SA
& other
Total
Other financial indicators – first 9 months of 2016
Acquisitions of property, plant & equipment and
intangible assets, net of disposals
127 17 176 147 605 3 1,075
EBITDA 335 68 488 193 697 (30) 1,751
Cash flow 366 81 489 135 678 (29) 1,720
Free cash flow 161 34 237 (5) 24 (115) 336
Other financial indicators – first 9 months of 2015
Acquisitions of property, plant & equipment and
intangible assets, net of disposals
130 10 141 29 571 881
EBITDA 324 67 481 117 565 (19) 1,535
Cash flow 328 75 471 104 513 (3) 1,488
Free cash flow 133 32 259 50 (24) (135) 315

Free cash flow (€ million)

9 months 2015 9 months 2016

(€ million) Bouygues
Construction
Bouygues
Immobilier
Colas TF1 Bouygues
Telecom
Bouygues SA
& other
Total
Other financial indicators - 3rd quarter of 2016
Acquisitions of property, plant & equipment and
intangible assets, net of disposals
38 7 48 51 141 1 286
EBITDA 150 36 449 31 289 (6) 949
Cash flow 141 28 428 14 277 (4) 884
Free cash flow 80 10 289 (29) 93 (37) 406
Other financial indicators - 3rd quarter of 2015
Acquisitions of property, plant & equipment and
intangible assets, net of disposals
64 4 57 14 191 (2) 328
EBITDA 96 29 432 15 242 (7) 807
Cash flow 92 25 433 17 240 (9) 798
Free cash flow 8 8 285 43 (56) 288

NOTE 12 OFF BALANCE SHEET COMMITMENTS

There have been no material changes in off balance sheet commitments since 31 December 2015 other than the following items:

● Bouygues Immobilier

Increase in commitments of €47 million over a 10-year period relating to commercial leases for "Nextdoor" work space solutions.

● TF1

Commitment to buy out the non-controlling interests in Newen Studios (see Note 1.1, "Significant events of the first nine months of 2016").

● Bouygues Telecom

Increase in commitments of €96 million over a 20-year period relating to tower rentals and services (see Note 1.1, "Significant events of the first nine months of 2016").

● Alstom

As mentioned in Note 1.1, "Significant events of the first nine months of 2016", the French state announced on 8 February 2016 that the memorandum of understanding entered into with Bouygues on 22 June 2014 relating to Alstom had come into effect.

The principal terms that came into effect, as set forth in Notice 214C1292 published by the AMF on 3 July 2014, are as follows:

  • On 4 February 2016, Bouygues entered into a simple loan agreement with the French state under which Bouygues loaned to the French state on that date 43,825,360 Alstom shares, enabling the French state to hold 20% of the share capital and voting rights of Alstom at that date. Under the same agreement, the loan attracts variable remuneration equal to the dividends paid in respect of the loaned shares, after neutralising the tax effects. The loan expires when the call options described below are exercised, or on 17 October 2017 if they are not exercised.
  • Bouygues granted the French state a call option exercisable at any time up to and including 5 October 2017 for a number of shares representing 20% of the share capital of Alstom as of 28 January 2016 (i.e. 43,825,360 shares) at an exercise price equal to 95% of the Volume Weighted Average Price (VWAP) of Alstom shares during the 60 trading days preceding the date of exercise, subject to a minimum price of €35 per share (adjusted to take account of any dividend and any transaction affecting Alstom's share capital).
  • Bouygues also granted the French state a second call option, exercisable in the event that the call option described above is not exercised. This second option is exercisable between 6 October 2017 and 17 October 2017 and is for a number of shares representing 15% of the share capital of Alstom as of 28 January 2016 (i.e. 32,869,020 shares) at an exercise price equal to 98% of the Volume Weighted Average Price (VWAP) of Alstom shares during the 60 trading days preceding 5 October 2017.
  • Bouygues is free to sell some or all of the callable shares to a third party at any time, provided that (i) it has previously sold all of the other Alstom shares in its possession and (ii) the French state is offered first refusal on the callable shares (and on those shares alone).
  • Under the corporate governance terms of the memorandum of understanding of 22 July 2014, Bouygues (represented by Philippe Marien) and Olivier Bouygues sit on the Alstom Board of Directors.

As of 30 September 2016, the shares in Alstom held by Bouygues that are callable by the French state are not classified as available for sale because it is not highly probable that the option will be exercised.

If the French state were to exercise its call option at any time up to and including 5 October 2017, Bouygues would receive a cash inflow for the proceeds from the disposal of 43,825,360 Alstom shares, and a gain or loss on disposal per share equivalent to the difference between the exercise price (minimum €35) and the carrying amount per share in the consolidated financial statements.

If the French state were to exercise its call option between 6 October 2017 and 17 October 2017, Bouygues would receive a cash inflow for the proceeds from the disposal of 32,869,020 Alstom shares, and a gain or loss on disposal per share equivalent to the difference between the discounted share price (which was €26.17 on 14 November 2016) and the carrying amount per share in the consolidated financial statements.

For information, the carrying amount per share as of 30 September 2016 was €31.24.

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