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Bureau Veritas 2014 Half Year Financial Report 1

CONTENTS

1. 2014 half year business report 2 1.1. Preliminary note 2

1.2. Highlights of the period 2

1.3. Change in activity and results 3

1.4. Cash flows and sources of financing 9

1.5. Risk factors for the remaining six months of the financial year 15

1.6. Related-party transactions 16

1.7. Outlook 16

1.8. Events after the end of the reporting period 17

2. 2014 condensed half year consolidated financial statements 18 2.1. Condensed half year consolidated financial statements 18

2.2. Notes to the condensed half year consolidated financial statements 23 Note 1: General information 23 Note 2: First-half 2014 highlights 23 Note 3: Summary of significant accounting policies 24 Note 4: Seasonal fluctuations 25 Note 5: Segment reporting 26 Note 6: Operating income and expense 26 Note 7: Income tax expense 27 Note 8: Goodwill 27 Note 9: Acquisitions and disposals 29 Note 10: Share capital 31 Note 11: Share-based payment 31 Note 12: Financial liabilities 31 Note 13: Contingent liabilities 33 Note 14: Movements in working capital requirement attributable to operations 34 Note 15: Earnings per share 34 Note 16: Dividend per share 35 Note 17: Additional financial instrument disclosures 36 Note 18: Related-party transactions 40 Note 19: Events after the end of the reporting period 40 Note 20: Scope of consolidation 42

2.3. Statutory Auditors review report on the interim financial information(January 1 to June 30, 2014) 53

3. Declaration by the person responsible for the 2014 half yearFinancial Report 54

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1. 2014 HALF YEAR BUSINESS REPORT

1.1. PRELIMINARY NOTEReaders are invited to peruse the information set out herein on the Group's financial position and resultstogether with the Group's consolidated half-year financial statements and the notes to the consolidatedhalf-year financial statements as of June 30, 2014 set out in Chapter 2 of this 2014 half-year financialreport, as well as the Group's consolidated financial statements and the notes to the consolidated financialstatements as of December 31, 2013 set out in paragraph 4.1 of the 2013 Registration Document.

Pursuant to Regulation (EC) 1606/2002 of July 19, 2002 on the application of international accountingstandards, the consolidated accounts of Bureau Veritas for the first half of 2014 (H1 2014) and the first halfof 2013 (H1 2013) were drawn up in accordance with IFRS (International Financial Reporting Standards)guidelines, as adopted by the European Union.

1.2. HIGHLIGHTS OF THE PERIOD

In the first half of 2014, the Group carried out a number of acquisitions, mainly in North America and South America. These acquisitions have increased the Group's exposure to the petroleum, offshore, automotiveand food sectors:

Maxxam Analytics (January), the market leader in testing, inspection and certification in Canada;

Jyutaku (April), a Japanese company specializing in construction conformity assessment services;

Quiktrak (April), a US company specializing in vehicle and agricultural machinery stock audit services; Andes Control (April), a Chilean company specializing in chemical analytical and testing services

related to food and environmental safety;

DTI (June), a US leader in the inspection of offshore subsea and completion equipment used in drillingoperations.

Since the end of the period, the Group has acquired two more companies:

Sistema PRI (July), a Brazilian company specializing in project management assistance forconstruction, infrastructure and energy projects;

Analysts Inc. (August), a US company specializing in oil condition monitoring.

The combined annual revenue for the acquired companies is close to EUR 290 million, equivalent to morethan 7% of the Group's 2013 revenue.

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1.3. CHANGE IN ACTIVITY AND RESULTS

(in millions of euros) H1 2014 H1 2013 Change

Revenue 1,967.4 1,957.5 +0.5%

Purchases and external charges (553.1) (560.4)

Personnel costs (1,030.4) (1,018.0)

Other expense (105.4) (95.9)

Operating profit 278.5 283.1 (1.6)%

Net financial expense (40.5) (33.7)

Share of profit of associates - (0.1)

Profit before income tax 238.0 249.3 (4.5)%

Income tax expense (77.1) (73.0)

Net profit for the period 160.9 176.3 (8.7)%Minority interests 6.9 6.1

Attributable net profit 154.0 170.2 (9.5)%

1.3.1. REVENUE

Revenue for the first half of 2014 (H1 2014) totaled EUR 1,967.4 million, up 0.5% relative to H1 2013.

Acquisitions contributed 5.2%. This included the companies acquired in H1 2014, i.e. Maxxam(IVS/Commodities/Consumer Products), Quiktrak and Andes Control (GSIT), DTI (Industry) andJyutaku (Construction), as well as those acquired in 2013 and consolidated for the full year: Sievertand LVQ-WP (Industry), KBI and CKM (Construction) and OTI (Commodities).

Organic growth in H1 2014 was 1.8%. It was 0.9% in the second quarter, a level below the Group'sexpectations for three reasons:

The unfavorable economic climate in Europe, particularly in France, had a stronger than expectedimpact on the Industry (organic growth at +3.6% in H1 2014), In-Service Inspection & Verification(+3.5%), Construction (+1.7%) and Certification (-1.0%) businesses;

Organic growth in the Commodities business was negative in H1 2014, at -1.3%. The good level ofgrowth in Oil & Petrochemicals (+8.9%) and Agriculture (+11.7%) has been more than offset by alower than expected "seasonal" recovery in the Metals & Minerals business;

Toys and textiles testing activities were affected by low levels of demand from US client-retailers. Incontrast, the Consumer Products business delivered organic growth of 5.4% in H1 2014, driven bythe Electrical & Electronics (+9.6%) segment, which benefited from strong demand for wirelesstechnologies.

As expected, there was a further contraction in the Government Services & International Trade (GSIT)business (organic growth of -8.4% in H1 2014). The comparison base is unfavorable owing to twocontracts (Angola and Ivory Coast) that came to an end in H2 2013. The verification of conformityactivity business has been disrupted recently due to the conflict in Iraq.

The Marine business posted strong organic growth of 7.8% over the period, in both the ships in serviceand new construction segments.

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Currency fluctuations had a negative impact of 6.5%. Most currencies declined in value against theeuro, particularly those of Latin American countries (Brazil, Argentina, Colombia, Chile) and othermajor countries (Australia, Japan, Canada, United States).

1.3.2. OPERATING PROFIT

Operating profit for the period was EUR 278.5 million, down 1.6% compared with H1 2013.

1.3.3. ADJUSTED OPERATING PROFIT

Adjusted operating profit is defined as operating profit before income and expenses relative to acquisitionsand other non-recurring items.

(in millions of euros) H1 2014 H1 2013 Change

Operating profit 278.5 283.1 (1.6)% Amortization of acquisition intangibles 30.2 26.4

Goodwill impairment 1.5 -

Acquisition-related costs 0.1 (0.1)

Disposals and restructuring (0.3) 3.8Adjusted operating profit 310.0 313.2 (1.0)%

Other operating expenses totaled EUR 31.5 million, compared with EUR 30.1 million in H1 2013, andcomprised:

EUR 30.2 million for the amortization of acquisition intangibles (up from EUR 26.4 million in H1 2013),

following the acquisition of Maxxam; EUR 1.5 million for impairment of goodwill relating to the IVS business in Portugal.

In H1 2013, the disposal of the infrastructure business in Spain and the related restructuring processgenerated EUR 3.5 million of exceptional expense.

Adjusted operating profit was EUR 310 million, down 1% compared with H1 2013, but up 8% at constantcurrencies.

The adjusted operating margin was 15.8% in H1 2014, an increase of 10 basis points at constantcurrencies compared with H1 2013. The negative impact of exchange rates was 30 basis points.

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1.3.4. NET FINANCIAL EXPENSE

(in millions of euros) H1 2014 H1 2013

Finance costs, gross (38.3) (30.7)

Income from cash and cash equivalents 0.7 0.6

Finance costs, net (37.6) (30.1)

Foreign exchange gain/(loss) (0.2) (1.2)

Interest cost on pension plans (1.6) (1.6)

Other (1.1) (0.8)


Net financial expense of EUR 40.5 million in H1 2014 showed an increase on the EUR 33.7 million reportedin the year-earlier period.

The increase of EUR 6.8 million mainly related to the higher finance costs after additional debt was takenon to fund new acquisitions, although the average interest rate fell.

1.3.5. INCOME TAX EXPENSE

Consolidated income tax expense stood at EUR 77.1 million in H1 2014, compared with EUR 73 million inH1 2013. The effective tax rate (ETR), calculated by dividing income tax expense by the pre-tax profit,worked out at 32.4% in H1 2014, compared with 29.3% in H1 2013. The adjusted effective tax rate stood at31.6%.

The increase relative to the previous year is mainly attributable to the increase in taxes payable in France.

1.3.6. ATTRIBUTABLE NET PROFIT

Net profit attributable to owners of the Company was EUR 154.0 million. Earnings per share stood at EUR0.35 in H1 2014, compared with EUR 0.39 in H1 2013.

1.3.7. ATTRIBUTABLE ADJUSTED NET PROFIT

Attributable adjusted net profit is defined as attributable net profit adjusted for other operating expensesafter tax.

Change in adjusted net profit

(in millions of euros) H1 2014 H1 2013Attributable net profit 154.0 170.2

EPS (a) (EUR per share) 0.35 0.39

Other operating expenses 31.5 30.1

Tax effect on other operating expenses (b) (8.0) (7.8)

Attributable adjusted net profit 177.5 192.5Adjusted EPS (a) (EUR per share) 0.41 0.44

(a) Calculated using the weighted average number of shares of 437,061,389 in H1 2014 and 438,925,614 in H1 2013(b) Calculated using a specific tax rate for each adjustment

Adjusted net profit attributable to owners of the Company was EUR 177.5 million. Adjusted earnings per

share was EUR 0.41 in H1 2014.

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1.3.8. RESULTS BY BUSINESS

Change in revenue by business for the first half of the year

(in millions of euros) 2014 (a) 2013 (b) % growth

Total Organic Scope ForexMarine 150.3 145.3 +3.4% +7.8% - (4.4)%

Industry 458.8 465.6 (1.5)% +3.6% +5.0% (10.1)%

IVS 265.5 226.5 +17.2% +3.5% +15.4% (1.7)%Construction 213.6 213.3 +0.1% +1.7% +1.5% (3.1)%

Certification 160.4 170.2 (5.8)% (1.0)% - (4.8)%

Commodities 330.7 340.8 (3.0)% (1.3)% +7.6% (9.3)%

Consumer Products 261.9 249.2 +5.1% +5.4% +4.4% (4.7)%

GSIT 126.2 146.6 (13.9)% (8.4)% +2.5% (8.0)%Total first half (H1) 1,967.4 1,957.5 +0.5% +1.8% +5.2% (6.5)%

IVS: In-Service Inspection & VerificationGSIT: Government Services & International Trade(a) Following a change in consolidation method for two entities, for which the Group has chosen the equity method, revenue forthe first quarter of 2014 was restated by EUR -0.4 million.(b) The 2013 figures by business have been restated following the reclassification of the activity of two food analysis laboratoriesfrom the IVS to the Consumer Products business.

Change in adjusted operating profit by business for the first half of the year

(in millions of euros) Adjusted operating profit Adjusted operating margin

2014 2013 (a) Change 2014 2013 Change(points)

Marine 40.2 39.5 +1.8% 26.7% 27.2% (0.5)

Industry 67.9 67.9 - 14.8% 14.6% +0.2IVS 30.3 23.6 +28.4% 11.4% 10.4% +1.0Construction 27.8 25.4 +9.4% 13.0% 11.9% +1.1Certification 26.6 30.4 (12.5)% 16.6% 17.9% (1.3)Commodities 36.9 39.7 (7.1)% 11.2% 11.6% (0.4)Consumer Products 59.9 56.7 +5.6% 22.9% 22.8% +0.1GSIT 20.4 30.0 (32.0)% 16.2% 20.5% (4.3)Total first half (H1) 310.0 313.2 (1.0)% 15.8% 16.0% (0.2)

(a) The 2013 figures by business have been restated following the reclassification of the activity of two food analysis laboratoriesfrom the IVS business to the Consumer Products business.

MarineOrganic growth in revenue was 7.8% in the first half of 2014.

The ships in service activity (57% of H1 2014 revenue in the division) benefited from growth of 4.5% in thefleet classed by Bureau Veritas. On June 30, 2014, the fleet was made up of 10,688 ships and represented99.1 million gross tons (GRT).

Revenue from the classification and certification of new ships activities (43% of revenue) also rose. Theorder book totaled GRT 18.2 million (+26% relative to June 30, 2013). New orders remained high, at 5.2million tons.

The adjusted operating margin was 26.7%, compared with 27.2% in H1 2013.

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Commodities

Revenue was up by 6.3% on a constant currency basis, comprising organic growth of -1.3% andacquisitions-related growth of 7.6%, coming from the oil activities of Maxxam and OTI in Canada.

The Oil & Petrochemicals segment (48% of revenue for this business in H1 2014) is growing strongly in Asia. The Agriculture segment (10% of revenue) benefited from expansion in Canada and the recovery ofactivity in Eastern Europe.

The "seasonal" recovery in the Metals & Minerals business (31% of revenue) was below expectations.The Coal segment (11% of revenue) was impacted by the slowdown in Australia and the strikes affectingthe sector in South Africa.

The 0.4 point drop in the operating margin to 11.2% was attributable to the Metals & Minerals segment.

Visibility on the recovery of the Metals & Minerals segment remains low. Growth in the Oil &Petrochemicals segment should come from new services (marine fuel testing, shale oil) and the expansionof Maxxam's oil sands activities.

Consumer Products

Revenue was up by 9.8% on a constant currency basis, comprising organic growth of 5.4% andacquisitions-related growth of 4.4%, coming from the food and DNA analysis activities of Maxxam in

Canada.Toys testing and Textiles testing were impacted by low levels of demand from US client-retailers.

Growth was strong in activities related to wireless/mobile technologies in the Electrical & Electronicsproducts segment, and in audits and inspections in China and south Asia.

The food analysis activities also performed well.

The adjusted operating margin increased slightly to 22.9%.

In the second half of 2014, this business should benefit from new programs in the Textiles segment andgrowth initiatives in the Smartworld, automotive, telephone accessories and food sectors.

Government Services & International Trade (GSIT)

Revenue fell by 5.9% on a constant currency basis, comprised of organic decline of 8.4% and acquisitions-related growth of 2.5%, coming from Quiktrak.

The comparison base is unfavorable owing to two pre-shipment inspection contracts (Angola and IvoryCoast) that came to an end in H2 2013. Single window contracts are currently being rolled out in Togo and

Armenia, in addition to verification of conformity programs in Ivory Coast and in Ghana. Diversification intothe automotive sector is also providing a source of growth, with the recovery of the European market andthe expansion of Quiktrak in North America.

The contraction in the adjusted operating margin of 4.3 points to 16.2% is attributable to the reduction inpre-shipment inspection contract volumes.

In the second half of 2014, this division should benefit from a more favorable comparison base and thestart of new contracts. Verification and conformity activity could be disrupted by the conflict in Iraq.

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1.4. CASH FLOWS AND SOURCES OF FINANCING

1.4.1. CASH FLOWS

(in millions of euros) H1 2014 H1 2013

Profit before income tax 238.0 249.3

Elimination of cash flows from financing and investing activities 37.7 31.4

Provisions and other non-cash items 11.3 2.4

Depreciation, amortization and impairment 86.2 73.8

Movements in working capital requirement attributable to operations (95.0) (71.1)

Income tax paid (102.1) (64.3)

Net cash generated from operating activities 176.1 221.5 Acquisitions of subsidiaries (477.9) (60.2)

Proceeds from sales of subsidiaries - 4.3

Purchases of property, plant and equipment and intangible assets (64.4) (71.8)Proceeds from sales of property, plant and equipment and intangibleassets 1.2 4.7

Purchases of non-current financial assets (9.0) (8.8)

Proceeds from sales of non-current financial assets 3.3 4.1

Net cash used in investing activities (546.8) (127.7)

Share capital increase 2.2 1.3Purchase / sales of treasury shares (25.3) (57.1)

Dividends paid (213.6) (207.6)

Increase in borrowings and other debt 693.5 258.8

Repayment of borrowings and other debt (52.1) (102.5)

Interest paid (41.7) (42.9)

Net cash generated from (used in) financing activities 363.0 (150.0)

Impact of currency translation differences (3.7) 0.8

Impact of changes in methodology (0.8) -

Net decrease in cash and cash equivalents (12.2) (55.4)

Net cash and cash equivalents at beginning of period 157.7 234.8

Net cash and cash equivalents at end of period 145.5 179.4

o/w cash and cash equivalents 176.8 226.1

o/w which bank overdrafts (31.3) (46.7)

Net cash generated from operating activities

Cash flows before changes in working capital requirements (WCR) and income tax paid rose 4.6% to EUR373.2 million in H1 2014, compared with EUR 356.9 million in H1 2013 .

Cash generated from operating activities (operating cash flow) stood at EUR 176.1 million in H1 2014,compared with EUR 221.5 million in H1 2013. This decrease was attributable to the increase in workingcapital requirements notably attributable to acquisitions, and higher tax payments.

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DividendsIn H1 2014, the item "Dividends paid" mainly comprised dividends paid to shareholders in respect of the2013 financial year in the amount of EUR 209.5 million (dividend per share of EUR 0.48).

BorrowingsNet cash from borrowings and other debt was EUR 641.4 million in H1 2014, for the purpose of financingacquisitions.

1.4.2. FINANCING

Sources of Group financing

At June 30, 2014, the Group's gross financial debt totaled EUR 2,156.1 million, comprising:

Non-bank financing:- the 2008 US Private Placement (EUR 273.4 million);- the 2010 US Private Placement (EUR 184.1 million);- the 2011 and 2014 US Private Placement (EUR 146.4 million);- the 2013 US Private Placement (EUR 54.9 million);- the different tranches of the Schuldschein SSD loan (EUR 193 million);- two bond issues (EUR 1 billion);- commercial paper issues (EUR 160 million).

Bank financing:- the 2012 Syndicated Loan (EUR 80 million);- other bank debt and interest (EUR 32.9 million);- bank overdrafts (EUR 31.3 million).

The change in the Groups gross debt is shown below:

(in millions of euros) June 30,2014

Dec. 31,2013

Bank borrowings due after one year 1,933.3 1,407.1Bank borrowings due within one year 191.5 71.3

Bank overdrafts 31.3 32.9

Gross financial debt 2,156.1 1,511.3

The table below shows the change in cash and cash equivalents and net debt:


Dec. 31,2013

Marketable securities and similar receivables 8.6 11.2

Cash at bank and on hand 168.2 179.4

Cash and cash equivalents 176.8 190.6Gross financial debt 2,156.1 1,511.3

Net financial debt 1,979.3 1,320.7

Adjusted net financial debt (after currency hedging instruments as defined in the calculation of bankingcovenants) totaled EUR 1,985.5 million on June 30, 2014, compared with EUR 1,328.4 million onDecember 31, 2013.

The decrease in the Groups cash and equivalents reflects the more effective centralization, at Companylevel, of the amounts of cash on hand spread among the subsidiaries, and the favorable changes inregulations in certain countries, notably China. The balance at June 30, 2014 comprises more than 73% ofthe cash and equivalents located in 65 countries where the establishment of loans or current accounts is

difficult or impossible (for example in Brazil, South Korea and India). In these countries, cash is repatriatedwhen dividends are paid or when amounts due under the Groups internal franchise agreements aresettled.

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US Priv ate Placement 2013

In October 2013, the Group set up a three-year, unconfirmed, multi-currency financial line of USD 150million with an investor.

MaturityAmounts

drawn down(in millions of euros)

Currency Amortization Rate

October 2020 54.9 USD On maturity Variable

On June 30, 2014, the 2013 US Private Placement was 50% drawn down for an amount of USD 75 million.

Schuldschein SSDIn 2011 and 2012, the Group put in place Schuldschein private placements in several tranches on theGerman market for a total of EUR 193 million, repayable on maturity. Margins on the SSD vary dependingon the duration of the loans.

Unrated bond issues

In the first half of 2014, the Group placed a second bond issue for EUR 500 million, maturing in January2021 (seven-year maturity), with a fixed rate coupon of 3.125%.

The first issue was placed in May 2012, for an amount of EUR 500 million, maturing on May 24, 2017 (five-year maturity), with a fixed rate coupon of 3.75%.

Commercial paperThe Group has implemented a commercial paper program in order to optimize its short-term cashmanagement when possible and to limit the use of other financing sources. Maturities on the commercialpaper are less than one year. The maximum amount of this program, which was originally set at EUR 300million, was increased to EUR 450 million on July 18, 2014.

On June 30, 2014, the program's outstanding amount stood at EUR 160 million.

2012 Syndicated Loan

On July 27, 2012, the Group set up a new revolving syndicated loan of EUR 450 million for a five-yearperiod. The loan agreement was amended in the first half of 2014, to extend the loan's maturity to April2019.

On June 30, 2014, the 2012 Syndicated Loan had been drawn down in the amount of EUR 80 million.

Commitments given

Off-balance sheet commitments can include adjustments and increases in acquisition prices, one-off rentalagreement commitments and guarantees and pledges granted.

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Guarantees and pledges

Guarantees and pledges granted as of June 30, 2014 and for the full-year 2013 are set out below:

Guarantees and pledges include bank guarantees and parent company guarantees:

bank guarantees: these essentially include market guarantees like bid bonds as well as performancebonds. Bid bonds enable the beneficiary to protect itself in the event of a withdrawal of a commercialoffer, a refusal to sign a contract or a failure to provide the guarantees requested. Performance bondsguarantee the buyer that the Group will meet its contractual obligations as provided under contract.Performance bonds are usually issued at a percentage (around 10%) of the value of the contract; and

parent company guarantees: these mainly concern market guarantees that provide assurance to the

client that the Group will perform all of its contractual obligations.On June 30, 2014, guarantees and pledges granted broke down as follows:

Adjustments and increases in acquisition prices

On June 30, 2014, the Group had no significant off-balance sheet commitment related to external growth(such as adjustments and increases in acquisition prices).

Sources of financing anticipated for future investments

The Group estimates that its financing needs for operations will be fully covered by its operating cash-flows.

As of June 30, 2014, in order to finance acquisitions, the Group had the following resources stemmingfrom:

available cash flows after taxes, financial expenses and dividends;

cash and cash equivalents.

the EUR 264.9 million available in its credit lines:- EUR 210 million from the 2012 Syndicated Loan (available amount of EUR 370.0 million on the

2012 Syndicated Loan less the outstanding amount (EUR 160.0 million) of the commercial paperprogram),

- EUR 54.9 million (USD 75.0 million) from the 2013 US Private Placement, bearing in mind that theuse of this amount remains subject to the prior agreement of the investor.

The availability of these sources of financing, with the exception of commercial paper, is subject tocompliance with the Company's financial ratios, i.e. the Leverage Ratio and the Interest Cover Ratio(defined above).


Dec. 31,2013

Due within 1 year 148.5 111.7

Due between one and five years 105.6 92.1

Due beyond 5 years 63.0 66.1Total 317.1 269.9

(in millions of euros) June 30,2014 Dec. 31, 2013

Bank guarantees 149.5 114.3

Parent company guarantees 167.6 155.6

Total 317.1 269.9

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1.5. RISK FACTORS FOR THE REMAINING SIX MONTHSOF THE FINANCIAL YEAR

Readers are invited to refer to the 2013 Registration Document of the company registered with the FrenchFinancial Markets Authority on March 28, 2014 under the number D.14-0231 (paragraph 1.12. RiskFactors).This paragraph includes information concerning the risk factors, the insurance and coverage of therisks as well as the method used for the provisioning of the risks and legal disputes.

A detailed description of the financial and market risks for this six-month period is provided in Note 17 ofthe Notes to the Consolidated Half-Year Financial Statements, presented in Chapter 2 - 2014 Half-YearConsolidated Financial Statements of this Half-Year Financial Report.With the exception of these points, no other risks or concerns are anticipated other than those presented inthese documents.

Legal, administrative, government and arbitrage procedures and investigations

In the normal course of business, the Group is involved in a large number of litigation or pre-litigation

proceedings seeking to establish the Groups professional liability in connection with services provided. Although the Group pays careful attention to managing risks and to the quality of the services provided,some services may give rise to claims that could result in adverse financial judgments.

The costs resulting from such proceedings form the amount given as a provision. These amounts are thebest estimate of the expenditure required to settle the present obligation at the end of the reporting period.The costs which the Group ultimately incurs may exceed the amounts set aside to such provisions due to avariety of factors such as the uncertain nature of the outcome of the dispute.

At the date of this half-year financial report, the Group is involved in the following principal proceedings:

Dispute concerning the construction of a hotel and commercial complex in Turkey

Bureau VeritasGozetimHizmetleri Ltd Sirketi (BVG) and the Turkish company Aymet are parties to adispute before the Commercial Court of Ankara relating to the construction of a hotel and business complexin respect of which the parties concluded a contract in 2003. Aymet filed an action in 2008 claiming USD 63million in damages from BVG for alleged failures in the performance of its project inspection andsupervision mission.

The documents presented to the court by BVG and Aareal Bank, which provided a loan for the project andwas engaged by Aymet in relation to the same project, as well as the legal advice provided by adistinguished professor of Turkish law, support the position of the Company, i.e. that Aymets claims haveno proper legal or contractual foundation. In January and July 2009, the experts appointed by the judgefiled two reports that were unfavorable to BVG, followed in March 2014 by a third report that was stillunfavorable towards BVG.

BVG is challenging both the principle underlying the initial claims and the valuation of the damages(specifically the alleged damages linked to loss of profits on the project over a total period of 10 years).

Procedurally, the third report of the experts, along with the two previous reports, did not take into accountthe documentary evidence submitted by BVG and Aareal Bank and did not address the legal andcontractual issues that would enable any liability on the part of BVG to be established. After BVG filed itsresponse, the judge asked the experts to re-examine the case and issue a fourth report.

As of the date of this report, the outcome of this dispute is uncertain.

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Dispute concerning the Gabon Express airplane crash

Following the crash of an airplane of Gabon Express at Libreville on June 8, 2004, which caused the deathof 19 passengers and crew members and injuries to 11 persons, the General Director (at the time of thecrash) of Bureau Veritas Gabon SAU (BV Gabon), a subsidiary of the Company, was sued for involuntaryhomicide and injury. The company BV Gabon has been sued for civil liability in Gabon.

To date, no quantified claim has been filed with the court and the division of liability is not yet known.Essentially, the case has not yet begun, due to procedural difficulties. In particular, the Libreville SupremeCourt issued a decision on June 18, 2013,dismissing the appeals lodged by Bureau Veritas Gabon and itsformer CEO. These appeals were filed before the Libreville Court of Appeal on July 21, 2011 and aimedmainly to point out procedural errors, request the involvement of the insurers and insurance intermediaries(brokers) of Gabon Express in the proceedings, as well as the presentation of the documents seized in2004.In September 2013, Bureau Veritas Gabon filed an appeal with the Libreville Supreme Court to overturn thedecision of June 18, 2013.No decision had been issued as of the date of this report.

Based on the available insurance coverage, and on the information currently available, the Company, aftertaking the opinions of its legal counsel into consideration, considers that this claim will not have a material

adverse impact on the Groups consolidated financial statements.

There are no other government, administrative, legal, or arbitration proceedings or investigations (includingany proceedings of which the Company is aware, pending, or with which the Group is threatened), likely tohave or to have had a material impact on the financial position or profitability of the Group within the last sixmonths.

1.6. RELATED-PARTY TRANSACTIONS

Readers are invited to refer to Note 18 - Related-party transactions represented in Chapter 2 2014Condensed Half-Year Consolidated Financial Statements of this half-year financial report.

1.7. OUTLOOK

The Group expects organic growth improvement in H2 2014, from favorable comparables, start of newcontracts, catch up of delayed contracts and despite continuous softness in Europe and pendingMetals & Minerals recovery.

2014 revenue growth at constant currency should be above 9% with a strong contribution from acquisitions.Year-to-date, the Group has completed 7 acquisitions representing close to EUR 290 million in annualrevenues. The profitability at constant currency should continue to improve gradually.

The Group confirms the objective to achieve revenue growth above 9% per year on average over the 2012-2015 period, at constant exchange rates, but with a different mix than the one initially contemplated:- Due to weakness in Metals & Minerals and European markets, average organic should be lower than+6%.- Based on the current pipeline and acquisitions already carried out, average external growth should behigher than +4%.

The Group could achieve its objective of +100 basis points margin improvement in 2015 vs 2011, but hasdecided recently to invest part of the profitability gains, generated notably through Excellence@BV, incommercial initiatives to accelerate its future organic growth. As a consequence, the 2015 adjustedoperating margin should be around 17%.

In this context, the average growth of adjusted EPS for the period 2012-2015 should be in the +5-7% range

per year, due notably to tax rates increase and currency headwinds.

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1.8. EVENTS AFTER THE END OF THE REPORTINGPERIOD

1.8.1. AWARD OF STOCK PURCHASE OPTIONS AND PERFORMANCESHARES

On July 16, 2014, the Board of Directors decided to award stock purchase options and performance sharesto 569 Group employees including the Chief Executive Officer, corresponding to a total of 2,552,800 shares(1,291,600 performance shares and 1,261,200 stock purchase options), or 0.58% of the share capital.

The purchase price for the stock options was set at EUR 20.28, reflecting the average undiscounted quotedopening price for the Company's shares on the 20 trading days preceding the grant date.

The stock purchase options and performance shares awarded are subject to a number of performanceconditions and also require a minimum period of service.

1.8.2. ACQUISITIONS At the beginning of the third quarter of 2014, Bureau Veritas completed the acquisition of two companies:

Sistema PRI (July), a Brazilian company specializing in project management assistance forconstruction, infrastructure and energy projects;

Analysts Inc. (August), a US company specializing in oil condition monitoring.

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2. 2014 CONDENSED HALF-YEARCONSOLIDATED FINANCIALSTATEMENTS

2.1. CONDENSED HALF-YEAR CONSOLIDATEDFINANCIAL STATEMENTS

Half-year consolidated income statement

(in millions of euros, except per share data) Note June 2014 June 2013

Revenue 5 1,967.4 1,957.5Purchases and external charges 6 (553.1) (560.4)

Personnel costs 6 (1,030.4) (1,018.0)

Taxes other than on income (27.4) (25.3)

Net (additions to)/reversals of provisions 6 0.3 (5.5)

Depreciation and amortization (84.7) (73.8)

Other operating income and expense, net 6 6.4 8.7

Operating profit 5 278.5 283.1

Income from cash and cash equivalents 0.7 0.6

Finance costs, gross (38.3) (30.7)

Finance costs, net (37.6) (30.1)

Other financial income and expense, net (2.9) (3.6)


Share of profit (losses) of associates - (0.1)

Profit before income tax 238.0 249.3

Income tax expense 7 (77.1) (73.0)

Net profit for the period 160.9 176.3

Attributable to:

owners of the Company 154.0 170.2

non-controlling interests 6.9 6.1

Basic earnings per share (in euros) 15 0.35 0.39

Diluted earnings per share (in euros) 15 0.35 0.38

The notes on pages 23 to 52 are an integral part of the condensed consolidated financial statements.

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Half-year consolidated statement of comprehensive income

(in mill ions of euros) June 2014 June 2013

Net profit for the period 160,9 176,3

Other comprehensive income

Items to be reclassified to profit or loss

Currency translation differences (1) 21,4 (98,9)

Cash flow hedges (2) 2,4 (2,5)

Tax effect on items to be reclassified to profit (0,9) 0,9

Total items to be reclassified to profit 22,9 (100,5)

Items not to be reclassified to profit

Actuarial gains/(losses )(3) (5,8) 2,3

Tax effect on items not to be reclassified to profit 2,2 (0,8)

Total items not to be reclassified to profit (3,6) 1,5

Total other comprehensive income (expense), after tax 19,3 (99,0)

Total comprehensive income 180,2 77,3

Attributable to:

owners of the Company 172,9 71,3

non-controlling interests 7,3 6,0

(1) Currency translation differences: this item includes exchange losses of EUR 0.9 million arising on net investments in foreign

operations and the impact of translating into euros the financial statements of subsidiaries with a different functional currency.(2) The change in cash flow hedges results from changes in the fair value of derivative financial instruments eligible for hedgeaccounting.

(3) Actuarial gains and losses: these reflect the impact of changes in valuation assumptions (discount rate, salary inflation rate, rateof increase in pensions and expected return on plan assets) regarding the Group's obligations in respect of defined benefit plans.


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Half-year consolidated statement of financial position

(in millions of euros) Note June 2014 Dec 2013Goodwill 8 1 663,1 1 412,1

Intangible assets 607,1 374,5

Property, plant and equipment 443,9 401,3

Investments in associates 2,6 0,8

Deferred income tax assets 129,0 122,2

Investments in non-consolidated companies 1,3 1,2

Other non-current financial assets 52,1 44,3

Total non-current assets 2 899,1 2 356,4

Trade and other receivables 1 261,3 1 122,5

Current income tax assets 50,9 40,7

Current financial assets 5,4 6,3

Derivative financial instruments 0,5 0,6Cash and cash equivalents 176,8 190,6

Total current assets 1 494,9 1 360,7

Assets held for sale - -

TOTAL ASSETS 4 394,0 3 717,1

Share capital 53,1 53,0

Retained earnings and other reserves 855,2 903,1

Equity attributable to owners of the Company 908,3 956,1

Non-controlling interests 29,2 26,0

Total equity 937,5 982,1Bank borrowings 12 1 933,3 1 407,1

Derivative financial instruments 21,2 22,5

Other non-current financial liabilities 1,7 1,8

Deferred income tax liabilities 150,3 85,8

Pension plans and other long-term employee benefits 138,3 125,6

Provisions for other liabilities and charges 64,5 71,4

Total non-current liabilities 2 309,3 1 714,2

Trade and other payables 807,5 787,9

Current income tax liabilities 72,7 80,9

Bank borrowings 12 222,8 104,2

Derivative financial instruments 2,2 5,6

Other current financial liabilities 42,0 42,2

Total current liabilities 1 147,2 1 020,8

Liabilities held for sale - -

TOTAL EQUITY AND LIABILITIES 4 394,0 3 717,1


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Half-year consolidated statement of changes in equity

(in millions of euros) Share capitalShare

premium

Currencytranslation

reservesOther

reserves Total equity

Attrib utable toowners of the

Company

Attributabl e tonon-controlling

interests

December 31, 2012 13,3 115,3 83,9 955,3 1 167,8 1 144,5 23,3

Share capital increase 39,8 (39,8) - - - - -Exercise of stock options 0,0 1,3 - - 1,3 1,3 -

Fair value of stock options - - - 10,3 10,3 10,3 -

Dividends paid - - - (207,5) (207,5) (200,4) (7,1)

Treasury share transactions - (0,1) - (57,0) (57,1) (57,1) -

Acquisition of non-controlling interests - - - (0,3) (0,3) (0,4) 0,1

Additions to the s cope of consolidation - - - 0,6 0,6 - 0,6

Other movements - - - (0,2) (0,2) (0,4) 0,2

Total transactions with owners 39,8 (38,6) - (254,1) (252,9) (246,8) (6,2)

Net profit for the period - - - 176,3 176,3 170,2 6,1

Other comprehensive income - - (98,9) (0,1) (99,0) (98,9) (0,1)

Total comprehensive income - - (98,9) 176,2 77,3 71,3 6,0

June 30, 2013 53,1 76,7 (15,0) 877,4 992,1 969,0 23,1

December 31, 2013 53,0 64,5 (155,6) 1 020,2 982,1 956,1 26,0

Exercise of stock options 0,1 2,2 - - 2,3 2,3 -

Fair value of stock options - - - 12,2 12,2 12,2 -

Dividends paid - - - (214,4) (214,4) (209,5) (4,9)

Treasury share transactions - - - (25,3) (25,3) (25,3) -

Other movements - - - 0,4 0,4 (0,4) 0,8

Total transactions with owners 0,1 2,2 - (227,1) (224,8) (220,7) (4,1)

Net profit for the period - - - 160,9 160,9 154,0 6,9

Other comprehensive income - - 21,4 (2,1) 19,3 18,9 0,4

Total comprehensive income - - 21,4 158,8 180,2 172,9 7,3

June 30, 2014 53,1 66,7 (134,2) 951,9 937,5 908,3 29,2


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Half-year consolidated statement of cash flows

(in millions of euros) Notes June 2014 June 2013

Profit before income tax 238,0 249,3

Elimination of cash flows from financing and investing activities 37,7 31,4Provisions and other non-cash items 11,3 2,4Depreciation, amortization and impairment 86,2 73,8Movements in working capital attributable to operations 14 (95,0) (71,1)Income tax paid (102,1) (64,3)

Net cash generated from operating activities 176,1 221,5

Acquisit ions of subsidiaries 9 (477,9) (60,2)Proceeds from sales of subsidiaries 9 - 4,3Purchases of property, plant and equipment and intangible assets (64,4) (71,8)Proceeds from sales of property, plant and equipment and intangible

assets 1,2 4,7Purchases of non-current financial assets (9,0) (8,8)Proceeds from sales of non-current financial assets 3,3 4,1

Net cash used in investing activities (546,8) (127,7)

Capital increase 10 2,2 1,3Purchases/sales of treasury shares (25,3) (57,1)Dividends paid (213,6) (207,6)Increase in borrowings and other debt 693,5 258,8Repayment of borrowings and other debt (52,1) (102,5)Interest paid (41,7) (42,9)

Net cash used in financing activities 363,0 (150,0)

Impact of currency translation differences (3,7) 0,8Impact of changes in methodology (1) (0,8) -

Net decrease in cash and cash equivalents (12,2) (55,4)

Net cash and cash equivalents at beginning of period 157,7 234,8Net cash and cash equivalents at end of period 145,5 179,4

Of which cash and cash equivalents 176,8 226,1Of which bank overdrafts (31,3) (46,7)

(1) Reflects the impact of the change in the consolidation method of three subsidiaries on the Group's cash and cash equivalents(switch from proportional consolidation to the equity method of accounting).


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Financing

On January 21, 2014, the Group launched a EUR 500 million bond issue. The seven-year bonds areunrated and pay a coupon of 3.125%. This transaction enabled Bureau Veritas to further diversify itssources of financing and support its expansion, notably with the acquisition of Maxxam Analytics, theCanadian leader in laboratory analysis services.

In the first half, Bureau Veritas renegotiated its Syndicated Loan, which had been arranged in 2012 for aperiod of five years for EUR 450 million. The agreement was amended to obtain improved financingconditions and to extend the maturity from July 2017 to April 2019

Note 3: Summary of significant accounting policies

Basis of preparation

The 2014 condensed half-year consolidated financial statements have been prepared in accordance withIAS 34, Interim Financial Reporting, as adopted by the European Union. They should be read inconjunction with the annual financial statements for the year ended December 31, 2013, which wereprepared in accordance with IFRS as adopted by the European Union.

IFRS developments

The Group applies the standards effective for accounting periods beginning on or after January 1, 2014.These are as follows:

IFRS 10, Consolidated Financial Statements;

IFRS 11, Joint Arrangements;

IFRS 12, Disclosure of Interests in Other Entities;

IAS 28 (revised), Investments in Associates and Joint Ventures;

Amendments to IAS 32, Financial Instruments: Presentation Offsetting Financial Assets andFinancial Liabilities;

Amendments to IAS 36, Recoverable Amount Disclosures for Non-Financial Assets;

Amendments to IAS 39, Novation of Derivatives and Continuation of Hedge Accounting.

These new standards and interpretations did not have a material impact on the condensed consolidatedfinancial statements at June 30, 2014.

Implementation of the "consolidation pack" changed the consolidation method for three Group entities (7Layers Ritt China, Unicar GB Ltd and UCM Global Ltd). Since January 1, 2014, these entities are no longerconsolidated using proportional consolidation but using the equity method. The impact of the change in theconsolidation method is (0.8) million on the Group's cash and cash equivalents, and (1.1) million onrevenue for the period.

The standards, amendments and interpretations published by the IASB and pending adoption by theEuropean Union and not yet applied by the Group at June 30, 2014 are as follows:

Amendment to IAS 19, Employee Benefits;

Amendments to IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortization;

IFRIC 21, Levies (analysis ongoing).

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Preparation of half-year financial statements

Applicable accounting policies

The accounting policies used to prepare the condensed half-year consolidated financial statements areconsistent with those used to prepare the 2013 annual financial statements, except in the case of incometax expense, which is calculated based on a projection for the full year, and costs relating to pension plansand other long-term employee benefits.

Use of estimates

The preparation of financial statements in compliance with IFRS requires the use of certain key accountingestimates. It also requires management to exercise its judgment in the process of applying the Company'saccounting policies.

The preparation of half-year financial statements requires the use of estimates and assumptions for thesame items as those described in the consolidated financial statements for the year ended December 31,

2013, with the exception of income tax expense and pension plans and other long-term employee benefits,for which the following estimation methods were applied:

Income tax expense:

Income tax expense for first-half 2014 was calculated based on a projection for the full year of theexpected weighted average tax rate by country, assuming taxable profit for the period;

Pension plans and other long-term employee benefits:

As no material changes have occurred, the expense in the income statement for the first half wasestimated based on the 2014 forecasts included in the actuary's reports at December 31, 2013.The provision is adjusted in the event of a significant change in the discount rate, based on therate published at June 30.

Note 4: Seasonal fluctuations

Revenue, operating profit and cash flows are sensitive to seasonal fluctuations, with the Group typicallyrecording a stronger performance in the second half of the year.

Seasonal fluctuations in revenue and operating profit essentially concern the Consumer Products, In-Service Inspection & Verification, and Certification businesses. In the Consumer Products business,seasonality arises from the fact that end-consumers tend to concentrate the bulk of their purchases in theclosing stages of the calendar year. For the In-Service Inspection & Verification and Certificationbusinesses, this phenomenon results from clients' wish to obtain certification before the end of the fiscaland corporate year (typically December 31). Profit is more sensitive to seasonal fluctuations than revenue,due to a lower absorption of fixed costs in the first half of the year.

Cash flows are affected by:

the seasonal fluctuations in operating profit described above;

strong cyclical trends in working capital requirements, as the following three types of expenses

are incurred only in the first few months of the year: insurance premiums,

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bonuses and profit-sharing payments, along with the related payroll charges (payable inMarch),

income tax balances in respect of the previous financial period (payable during the first sixmonths of the year, at a date which varies according to the country concerned).

Note 5: Segment reporting

The following table provides a breakdown of revenue and operating profit by business segment:

(in millions of euros) June 2014 June 2013 June 2014 June 2013

Marine 150,3 145,3 40,1 39,5

Industry 458,8 465,6 61,5 61,3

In-Service Inspection & Verification 265,5 226,5 24,8 17,7

Construction 213,6 213,3 27,4 25,0

Certification 160,4 170,2 25,9 28,0

Commodities 330,7 340,8 22,4 28,5

Consumer Products 261,9 249,2 57,4 54,0

Government Services & International Trade 126,2 146,6 19,0 29,1

Total 1 967,4 1 957,5 278,5 283,1

Revenue Operating profit

Certain industrial activities were reallocated to different businesses in first-half 2014.

To provide a meaningful comparison, data for first-half 2013 have been adjusted to reflect this newpresentation.

Note 6: Operating income and expense

(in millions of euros) June 2014 June 2013

Supplies (34.1) (28.1)

Subcontracting (143.2) (142.3)

Lease payments (63.3) (62.8)

Transport and travel costs (180.1) (184.7)

Service costs rebilled to clients 46.6 39.2

Other external services (179.0) (181.7)

Total purchases and external charges (553.1) (560.4)

Salaries and bonuses (806.5) (795.1)

Payroll taxes (185.5) (185.2)Other employee-related expenses (38.4) (37.7)

Total personnel costs (1,030.4) (1,018.0)

Provisions for receivables (7.3) (10.2)

Provisions for other liabilities and charges 7.6 4.7

Total (additions to)/reversals of provisions 0.3 (5.5)Gains/(losses) on disposals of businesses 0.3 3.0

Gains/(losses) on disposals of property, plant and equipment and intangible assets (0.3) 0.3

Goodwill impairment (1.5) -

Other operating income and expense, net 7.9 5.4

Total other operating income and expense, net6.4 8.7

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Note 7: Income tax expense

Consolidated income tax expense stood at EUR 77.1 million on June 30, 2014, compared with EUR 73million on June 30, 2013. The effective tax rate (ETR), calculated by dividing income tax expense by thepre-tax profit, worked out to 32.4% on June 30, 2014 compared with 29.3% on June 30, 2013. Theadjusted effective tax rate stood at 31.6%.

The increase relative to the previous year is mainly attributable to the increase in taxes payable in France.

At both December 31, 2013 and June 30, 2014, deferred tax assets and liabilities were offset at the level ofeach tax consolidation group.

Deferred taxes before offsetting at the level of taxable entities mainly relate to pension obligations, tax losscarry forwards, customer relationships and non-competition agreements acquired within the scope ofbusiness combinations, as well as provisions for disputes and accrued payables and fair value adjustmentson financial instruments.

The breakdown of the tax effect on other comprehensive income is as follows:

(in millions of euros)Before tax Tax After tax Before tax Tax After tax

Currency translation differences 21,4 - 21,4 (98,9) - (98,9)

Actuarial gains/(losses) (5,8) 2,2 (3,6) 2,3 (0,8) 1,5

Cash flow hedges 2,4 (0,9) 1,5 (2,5) 0,9 (1,6)

Available-for-sale financial assets - - - - - -

Total other comprehensiveincome/(expense) 18,0 1,3 19,3 (99,1) 0,1 (99,0)

June 2014 June 2013

Note 8: Goodwill

Changes in goodwill in first-half 2014

(in mill ions of euros) June 2014 June 2013

Gross value 1 470,0 1 544,2

Acc umulated impairment (57,9) (57,9)

Net goodwill at January 1 1 412,1 1 486,3

Acquis itions of consolidated businesses (Note 9) 216,6 30,6

Disposals of consolidated businesses - -

Impairment for the period (1,5) -

Exchange differences and other movements 35,9 (59,3)

Net goodwill at June 30 1 663,1 1 457,6

Gross value 1 722,4 1 515,4

Acc umulated impairment (59,3) (57,8)

Net goodwill at June 30 1 663,1 1 457,6

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In 2011, Bureau Veritas identified cash-generating units (CGUs) for its Construction, Certification andIndustry businesses.

Its In-Service Inspection and Verification business continues to be dominated by local markets and isdivided into country-specific CGUs. Goodwill is allocated to:

- groups of CGUs for the Industry, Construction, Certification and Commodities businesses;- CGUs for the Consumer Products and In-Service Inspection & Verification businesses.

The net carrying amount of goodwill is assessed at least yearly as part of the annual accounts closingprocess. At June 30, goodwill was tested for impairment whenever:

- the revised projected earnings of a group of CGUs, for non-IVS operating segments, or of an IVSCGU for the current year were under the original forecasts, thereby pointing to possible impairment. In thisrespect, the Commodities and IVS businesses in Portugal were tested;

- businesses were being closely monitored at the end of the previous financial period, whoseprojected earnings were under the original forecasts. Only the IVS business in Spain was tested.

The method used to determine the recoverable amount of a CGU is the same as that described in theconsolidated financial statements for the year ended December 31, 2013, except as regards the process ofpreparing budgets and long-term forecasts, which are approved by management at the end of the year forall businesses.

The present value of future cash flows was revised to take into account the latest available earningsforecasts and any changes in estimates over the mid- to long-term for each CGU concerned. The growthrates used for long-term estimates remained unchanged from December 31, 2013, at 2%.

These assumptions are based on past experience and are consistent with the data used to prepare the2015 plan, published in September 2011.

The Commodities business assets were tested, given their significance in the Group's balance sheet andthe current market environment for Metals and Minerals.

This market is currently experiencing a pronounced decline and explains lower revenue and forecastoperating profit for Commodities compared to the budget prepared at the end of 2013. The test that wascarried out led the Group to maintain the value of assets for Commodities.

The table below compares recoverable amounts to carrying amounts for the business tested for impairmentat June 30, 2014:

Business (in millionsof euros)Recoverable

amountCarryingamount Impairment

Commodities World 1,711.0 997.0 0

In-Service Inspection and Verification Spain 53.0 29.0 0Portugal 2.0 3.5 1.5

The test of the IVS business in Portugal led the Group to recognize a EUR 1.5 million impairment loss onthe EUR 2.9 million in total assets tested in light of the outlook for this market.

The discount rate used for the test on Spanish operations was 7.5%. This includes a specific country riskpremium which takes into account Spain's general economic climate. The discount rate is a post-tax rateapplied to net-of-tax future cash flows before external borrowing costs.

The long-term operating margin rate for Commodities is at 14.6%, and for IVS in Spain it is 5.5%.

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The table below shows the amounts of impairment on all tested intangible assets resulting from thesensitivity of the Group's Commodities and In-Service Inspection & Verification (Spain) businesses to aone-point rise in the discount rate and a one-point fall in the long-term growth rate and margin:

Business Discount rate

+ 1 point

Growth rate

-1 point

Margin

-1 point

Commodities (World) 0 0 0In-Service Inspection & Verification(Spain) 0 0 0

NB: Theoretical write-down of all intangible assets subject to sensitivity tests in millions of euros based on changes in one

input only at any one time.

The additional sensitivity analysis carried out for the Commodities business shows that the recoverableamount of tested assets remains higher than their carrying value, even when the discount rate is increased+9%, or 2 points higher than the rate used for the test carried out on December 31, 2013.

Note 9: Acquisitions and disposals

Acquisitions during the period

Month Company Business Country

January Maxxam Analytics International Corporation In-Service Inspection & Verification,Commodities Canada

April Jyutaku I&I Service Construction Japan

April Quiktrak GSIT United States

April Andes Control Commodities ChileJune DTI DiversiTech, Inc Industry United States

The main acquisitions in first-half 2014 were as follows:

Maxxam is the market leader in Canada in analytical services. The company has three main businesses:environmental services, petroleum testing services and analytical services. It has Canadas largest networkof laboratories and employs around 2,500 people. It has annual revenue of circa CAD 263,6 million.

Quitrak is a US company specializing in vehicle testing. It employs around 90 people and has annualrevenue of circa USD 15 million.

Andes Control, a Chilean company, is market leader in chemicals analysis and testing in relation to foodand environmental safety. It employs over 50 people and has annual revenue of circa EUR 3.5 million.

DiversiTech Inc. (DTI) is a US company specializing in inspection and audit services for the oil and gassector. It employs over 85 people and has annual revenue of circa USD 20 million.

The table below was prepared before completing the final accounting for companies acquired in the firsthalf of 2014.

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(in millions of euros)

Purchase price of acquisitions

Acquisition of non-controlling interests

Cost of assets and liabilities acquired/assumed

Assets and liabilities acquired/assumed

Carrying

amount Fair value

Carrying

amount Fair valueNon-current assets 42,7 281,7 6,9 21,7

Current assets (excluding cash and cash equivalents) 64,0 64,0 9,4 9,4

Current liabilities (excluding borrowings) (18,9) (18,9) (8,1) (8,1)

Non-current liabilities (excluding borrowings) (0,2) (66,6) - (5,1)

Borrowings (2,0) (2,0) (3,0) (3,0)

Non-controlling interests acquired - - (0,6) (0,6)

Cash and cas h equivalents of acquired companies 18,4 18,4 4,6 4,6

Total assets and liabilities acquired/assumed 104,0 276,6 9,2 18,9

Goodwill 216,6 30,6

493,2 49,5

June 2014 June 2013

493,2 49,8

- (0,3)

The main item of goodwill recognized in the first-half of 2014 stemmed from the acquisition of Maxxam. Itamounted to EUR 197.7 million.

The residual unallocated goodwill is chiefly attributable to the human capital of the companies acquired andthe significant synergies expected to result from these acquisitions.

The Group's acquisitions were paid exclusively in cash.

The impact of these acquisitions on cash and cash equivalents for the period was as follows:

(in mill ions of euros) June 2014 June 2013Purchase price of acquisitions (493,2) (49,8)

Cash and cash equivalents of acquired companies 18,4 4,6

Contingent consideration outstanding at June 30 in respect ofacquisitions in first-half 2014

5,4 3,5

Purchase price paid in relation to acquisitions in prior periods (7,1) (16,5)

Impact of acquisi tions on cash and cash equivalents (476,5) (58,2)

The amount of EUR 477.9 million shown on the "Acquisitions of subsidiaries" line of the consolidated

statement of cash flows includes EUR 1.4 million in acquisition-related fees. This amount does not includeEUR 2 million of acquisition-related debt.

Unpaid contingent consideration

Contingent consideration for acquisitions carried out prior to January 1, 2014 expired during the first half of2014. This had a positive EUR 1.4 million impact on the income statement in first-half 2014.

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Note 10: Share capital

Increase in share capital following exercise of stock options

Following the exercise of 301,700 stock options, the Group carried out a share capital increaserepresenting a share premium of EUR 2.2 million.

Share capital

The total number of shares comprising the share capital was 442,343,700 at June 30, 2014.

It was 442,042,000 at December 31, 2013. All shares have a par value of EUR 0.12 and are fully paid up.

Treasury shares

At June 30, 2014, the Group owned 5,837,324 of its own shares. The carrying amount of these shares wasdeducted from equity.

Note 11: Share-based paymentStock option plans

No new stock option or performance share plans were awarded in the first half of 2014. The net share-based payment expense recognized by the Group in the period was EUR 10.9 million (first-half 2013: EUR8.9 million).

Note 12: Financial liabilities

(in milli ons of euros) TotalDue

within 1 year Due between1 and 2 years

Due between2 and 5 years

Due beyond5 years

At December 31, 2013Bank borrowings (long-term portion) 907,1 - 24,1 363,6 519,4

Bond issue 500,0 - - 500,0 -

Other non-current financial liabilities 1,8 - 1,8 - -

Non-current financial liabilities 1 408,8 - 25,9 863,6 519,4

Bank borrowings (short-t erm port ion) 71,3 71, 3

Bank overdrafts 32,9 32,9


Current financial liabilities 146,4 146,4

At June 30, 2014

Bank borrowings (long-term portion) 933,3 - 23,4 393,9 515,9

Bond issue 1 000,0 - - 500,0 500,0

Other non-current financial liabilities 1,7 - 1,7 - -

Non-current financial liabilities 1 935,0 - 25,1 893,9 1 015,9

Bank borrowings (short -term port ion) 191,5 191,5

Bank overdrafts 31,3 31,3


Current financial liabilities 264,8 264,8

Total

Duewithin 1 year



Due beyond5 years

Estimated interest payable on bank borrowings 367,9 73,6 73,7 168,0 52,7

Impact of cash flow hedges (principal and interest) (1,7) (0,4) (0,4) (0,9) -

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Debt increased by EUR 644.7 million between December 31, 2013 and June 30, 2014. The rise in euro-denominated debt chiefly results from financing for acquisitions and in particular the acquisition of Maxxam

Analytics in first-half 2014.

Future interest payments due were calculated by reference to the contractual maturity of the 2012Syndicated Loan, i.e., April 2019.

Financing

The Group's financing consists of loans contracted with banks and other parties.

At June 30, 2014, virtually all of the Group's borrowings were made up of the following financing: USPrivate Placement 2008 ("USPP 2008"), US Private Placement 2010 ("USPP 2010"), US PrivatePlacement 2011 & 2014 ("USPP 2011 & 2014"), US Private Placement 2013 ("USPP 2013"), aSchuldschein ("SSD"), two bond issues dated May 2012 and January 2014, a syndicated loan ("2012Syndicated Loan") and a commercial paper program.

The amounts still available under these facilities are detailed below.

Half of the available unconfirmed funds (USD 75 million) have been drawn down from the USPP 2013facility.

EUR 80 million was drawn down from the EUR 450 million 2012 Syndicated Loan. At June 30, 2014,available funds amounted to EUR 210 million, namely EUR 370 million under the Syndicated Loan less theEUR 160 million raised under the commercial paper program.

Covenants

At June 30, 2014, the same financial covenants were in force as at December 31, 2013. The Groupcomplied with all such covenants at end-June 2014 and end-December 2013.

Currency risk

Short- and long-term bank borrowings can be analyzed as follows by currency (taking into accountcurrency hedging):

Currency (in millions of euros) June 2014 Dec 2013

US dollar (USD) 395.6 321.5

Euro (EUR) 1,712.5 1,144.6

Other currencies 16.7 12.3

Total 2,124.7 1,478.4

The USPP debt whose tranches in pounds sterling were converted into euros using a currency swap isincluded on the Euro (EUR)" line.

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Interest rate risk

At June 30, 2014, gross debt can be analyzed as follows:

Currency June 2014 Dec 2013

US dollar (USD) 1.57% 1.65%

Euro (EUR) 1.05% 1.55%

The contractual repricing dates for virtually all floating-rate borrowings are within six months. The referenceinterest rates used are the Euribor for floating-rate and euro-denominated financing and the Libor forfloating-rate financing in US dollars.

The interest rates applicable to the Group's floating-rate borrowings and the margins at the end of thereporting period are detailed below.

(in millions of euros) June 2014 Dec 2013

Fixed rate 1,623.2 1,130.6

Floating rate 501.5 347.8

Total 2,124.7 1,478.4

Effective interest rates approximate nominal rates for all financing programs.

Analyses of sensitivity to changes in interest and exchange rates as defined by IFRS 7 are provided inNote 17 - Additional financial instrument disclosures.

Note 13: Contingent liabilities

Guarantees

The amount and maturity of guarantees given can be analyzed as follows:

(in millions of euros) Total Due within 1 year Due between 1

and 5 yearsDue beyond 5

years

At June 30, 2014 317.1 148.5 105.6 63.0

At December 31, 2013 269.9 111.7 92.1 66.1

Guarantees given include bank guarantees and parent company guarantees.

At June 30, 2014, the Group considered that the risk of a cash outflow on these guarantees was low.

Provision for other liabilities and charges

The provision for other liabilities and charges recognized in the statement of financial position at June 30,2014 takes into account the major claims discussed in section 1.5. "Risk factors for the remaining sixmonths of the financial year" in the business report.

Based on the insurance coverage in place and/or amounts currently provisioned, and in light of the latestavailable information, Bureau Veritas does not believe that these disputes will have a material adverse

impact on its consolidated financial statements.

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There are no other government, administrative, legal, or arbitration proceedings or investigations (includingany proceedings of which the Company is aware, pending, or with which the Group is threatened), likely tohave or to have had a material impact on the financial position or profitability of the Group within the last sixmonths.

Note 14: Movements in working capital requirement attributable to operations

Movements in working capital requirement attributable to operations totaled a negative EUR 95.0 million infirst-half 2014 and a negative EUR 71.1 million in first-half 2013.

They can be analyzed as follows:


Trade receivables (56.7) (73.2)

Trade payables 28.6 16.7

Other receivables and payables (66.9) (14.6)

Movements in working capital requirement attributable to operations (95.0) (71.1)

Note 15: Earnings per share

Details of the calculation of the weighted average number of ordinary and diluted shares outstanding usedto compute basic and diluted earnings per share are provided below:

(in thousands of shares) June 2014 June 2013

Number of shares comprising the share capital at January 1 442,042 441,995

Number of shares issued during the period (accrual basis)

Performance share grants - -

Exercise of stock options 242 70

Number of treasury shares (5,223) (3,139)

Weighted average number of ordinary shares in issue 437,061 438,926

Dilutive impact

Performance share grants 5,762 5,161

Stock options 1,589 2,576

Weighted average number of shares used to calculate diluted earnings per share444,412 446,663

Basic earnings per share

Basic earnings per share is calculated by dividing net profit attributable to owners of the Company by theweighted average number of ordinary shares outstanding during the period.

juin 2014 juin 2013

Net profit attributable to owners of the Company (in thousands of euros) 153,971 170,163

Weighted average number of ordinary shares outstanding (in thousands) 437,061 438,926

Basic earnings per share (in euros) 0.35 0.39

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Diluted earnings per share

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary sharesoutstanding to reflect the conversion of dilutive potential ordinary shares.

The Company has two categories of dilutive potential ordinary shares: stock options and performanceshares.

For stock options, a calculation is made in order to determine the number of shares that could have beenissued based on the exercise price and the fair value of the rights attached to the outstanding stockoptions. The number of shares calculated as above is compared with the number of shares that would havebeen issued if the stock options had been exercised.

Performance share grants are potential ordinary shares whose issue is contingent on beneficiariescompleting a minimum period of service as well as meeting a series of performance targets.

June 2014 June 2013Net profit attributable to owners of the Company (in thousands of euros) 153,971 170,163

Weighted average number of ordinary shares used to calculate diluted earnings pershare (in thousands)

444,412 446,663

Diluted earnings per share (in euros) 0.35 0.38

Note 16: Dividend per share

On June 2, 2014, Bureau Veritas S.A. paid out dividends to eligible shareholders in respect of the 2013financial year. The dividend payout totaled EUR 209.5 million, corresponding to a dividend per share ofEUR 0.48 (2013: EUR 0.4575).

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Note 17: Additional financial instrument disclosures

The table below presents the carrying amount, valuation method and fair value of financial instrumentsclassified in each IAS 39 category at the end of each reporting period:


Amortizedcost Cost

Fair value

throughequity

Fair valuethroughprofit or

loss

At June 30, 2014

FINANCIAL ASSETS

Investments in non-consolidated companies FVPL 1.3 - - - 1.3 1.3

Other non-current financial assets HTM 52.1 52.1 - - - 52.1

Trade and other receivables LR 1,182.9 1,182.9 - - - 1,182.9

Current financial assets LR 3.1 3.1 - - - 3.1

Current financial assets FVPL 2.3 - - - 2.3 2.3

Derivative financial instruments FVPL/FVE 0.5 - - - 0.5 0.5

Cash and cash equivalents FVPL 176.8 - - - 176.8 176.8

FINANCIAL LIABILITIES

Bank borrowings AC 2,124.8 2,124.8 - - - 2,262.3

Bank overdrafts FVPL 31.3 - - - 31.3 31.3Other non-current financial liabilities AC 1.7 1.7 - - - 1.7Trade and other payables AC 807.5 807.5 - - - 807.5Current financial liabilities AC 42.0 42.0 - - - 42.0Derivative financial instruments FVPL/FVE 23.4 - - 23.4 - 23.4

At December 31, 2013FINANCIAL ASSETSInvestments in non-consolidated companies FVPL 1.2 - - - 1.2 1.2Other non-current financial assets HTM 44.1 44.1 - - - 44.1Trade and other receivables LR 1,066.1 1,066.1 - - - 1,066.1Current financial assets LR 4.2 4.2 - - - 4.2Current financial assets FVPL 2.1 - - - 2.1 2.1Derivative financial instruments FVPL/FVE 0.6 - - 0.6 0.6Cash and cash equivalents FVPL 190.6 - - - 190.6 190.6

FINANCIAL LIABILITIESBank borrowings AC 1,478.4 1,478.4 - - - 1,562.1Bank overdrafts FVPL 32.9 - - - 32.9 32.9Other non-current financial liabilities AC 1.8 1.8 - - - 1.8Trade and other payables AC 787.9 787.9 - - - 787.9Current financial liabilities AC 42.2 42.2 - - - 42.2Derivative financial instruments FVPL/FVE 28.2 - - 26.9 1.3 28.2

measurement methodIAS 39

CategoryIAS 39

Carryingamount

Fair value

NB: The following abbreviations are used to represent IAS 39 financial instrument categories: HTM for held-to-maturity assets; LR for loans and receivables; FVPL for instruments at fair value through profit or loss (excluding accrued interest not yet due); FVE for instruments at fair value through equity (excluding accrued interest not yet due); AC for debt measured at amortized cost.

With the exception of the items listed below, the Group considers the carrying amount of the financialinstruments reported on the statement of financial position to approximate their fair value.

The fair value of current financial instruments such as SICAV mutual funds is their last known net assetvalue (level 1 in the fair value hierarchy).

The fair value of cash, cash equivalents and bank overdrafts is their face value in euros or equivalent valuein euros translated at the closing exchange rate. Since these assets and liabilities are very short-termitems, the Group considers that their fair value approximates their carrying amount.

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The fair value of each of the Group's fixed-rate facilities (USPP 2008, USPP 2010, USPP 2011, SSD andthe two bond issues) is determined based on the present value of future cash flows discounted at theappropriate market rate for the currency concerned (euros, pounds sterling or US dollars) at the end of thereporting period, adjusted to reflect the Group's own credit risk. The fair value of the Group's floating-ratefacilities (2012 Syndicated Loan, USPP 2013, USPP 2014 and certain tranches of the SSD facility)approximates their carrying amount. This corresponds to level 2 in the fair value hierarchy (fair value based

on observable market inputs).

The fair value of exchange derivatives is equal to the difference between the present value of the amountsold or purchased in a given currency (translated into euros at the futures rate) and the amount sold orpurchased in this same currency (translated into euros at the closing rate).

The fair value of currency derivatives (mainly in pounds sterling) is determined by discounting the presentvalue of future cash flows (interest receivable in pounds sterling and payable in euros, along with the futurepurchase of pounds sterling against euros) over the remaining term of the instrument at the end of thereporting period. The discount rates used are the market rates that correspond to the maturity of the cash

flows. The present value of the cash flows denominated in pounds sterling is translated into euros at theclosing exchange rate.

The fair value of exchange derivatives and other currency instruments is calculated using valuationtechniques with observable market inputs (level 2 of the fair value hierarchy) and generally acceptedpricing models.

The nature of the gains and losses arising on each financial instrument category can be analyzed asfollows:


Fair value Amortizedcost Exchangedifferences Accumulatedimpairment

Held-to-maturity assets HTM - - - - - - -Loans and receivables LR - - - 0.6 (1.3) (0.7) 0.8Financial assets and liabilities at fair value through profitor loss FVPL 0.7 (0.2) - 2.8 - 3.3 2.1

Debt carried at amortized cost AC (38.1) - - (3.6) - (41.7) (34.2)Total (37.4) (0.2) - (0.2) (1.3) (39.1) (31.3)

Netgains/(losses)

in first-half2013

Interest

Adjustments for Netgains/(losses)

in first-half2014

Sensitivity analysis

Due to the international scope of its operations, the Group is exposed to currency risk on its use of severaldifferent currencies.

Operational currency risk

In general, hedges arise naturally with the matching of income and expenses in most countries in which theGroup operates, since services are provided locally. The Group's exposure to currency risk arising ontransactions carried out in foreign currencies is therefore relatively low.

Translation risk

Over two-thirds of the Group's revenue is generated in currencies other than the euro, including 12% in USdollars, 7% in Chinese yuan, 5% in Australian dollars, 4% in Hong Kong dollars, and 3% in Brazilian real.Taken individually, other currencies do not represent more than 5% of the Groups revenue. The Group'sevolving currency mix reflects the fast-paced development of its activities outside the eurozone, in Asia andparticularly in US dollars in the United States and in other dollar- linked currencies. As the Groups

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presentation currency is the euro, it must convert into euros any assets, liabilities, income and expensesdenominated in other currencies at the time of preparing its financial statements. The results of the Group'sforeign currency operations are consolidated in its income statement after being converted into euros usingthe average exchange rate for the period. Assets and liabilities are converted at the period-end rate. As aresult, changes in the value of the euro against other currencies affect the corresponding amounts in theconsolidated financial statements, even if the value of the items concerned remains unchanged in their

original currencies.

The impact of a 1% rise or fall in the euro against a number of different currencies is described below:

a 1% change in the value of the euro against the US dollar would have had an impact of 0.12% onconsolidated revenue for first-half 2014 and 0.12% on operating profit for the same period;

a 1% change in the value of the euro against the Chinese yuan would have had an impact of0.07% on consolidated revenue for first-half 2014 and 0.14% on operating profit for the sameperiod;

a 1% change in the value of the euro against the Australian dollar would have had an impact of0.05% on consolidated revenue for first-half 2014 and 0.01% on operating profit for the sameperiod;

a 1% change in the value of the euro against the Hong Kong dollar would have had an impact of0.04% on consolidated revenue for first-half 2014 and 0.06% on operating profit for the sameperiod;

a 1% change in the value of the euro against the Brazilian real would have had an impact of 0.03%on consolidated revenue for first-half 2014 and 0.03% on operating profit for the same period.

Financial currency risk

If it deems appropriate, the Group may take out currency hedges to protect itself against the impact ofcurrency risk on its income statement.

The table below shows the results of the sensitivity analysis for financial instruments exposed to currencyrisk on the Group's main foreign currencies (euros, US dollars and pounds sterling) at June 30, 2014:

(in mill ions of euros) USD EUR GBPFinancial liabilities (782,0) (46,5) (143,7)Financial assets 752,1 76,8 64,4Net position (assets-liabilities) before hedging (29,9) 30,2 (79,3)Currency hedging instruments 175,3 - 79,9Net position (assets-liabilities) after hedging 145,4 30,2 0,6Impact of a 1% rise in exchange ratesOn equity - - 0,1On net profit before income tax 1,5 0,3 -Impact of a 1% fall in exchange ratesOn equity - - 0,2On net profit before income tax (1,5) (0,3) -

Non-functional currency

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The Group is exposed to currency risk inherent to financial instruments denominated in foreign currencies(i.e., currencies other than the functional currency of each Group entity). The sensitivity analysis presentedabove shows the impact that a significant change in the value of the euro, US dollar and pound sterlingwould have on earnings in a non-functional currency. The analysis for the US dollar does not includeentities whose functional currency is strongly correlated to the US dollar, for example Group entities basedin Hong Kong. Liabilities denominated in a currency other than the functional currency of the entity, for

which a hedge has been taken out converting the liability to the functional currency, have not been includedin the analysis. The impact of a 1% change in exchange rates on hedges is shown in the table above.Financial instruments denominated in foreign currencies which are included in the sensitivity analysis relateto key monetary statement of financial position items and in particular, current and non-current financialassets, trade and other receivables, cash and cash equivalents, current and non-current financial liabilities,current liabilities, and trade and other payables.

Interest rate risk

The Groups interest rate risk arises primarily from assets a nd liabilities bearing interest at floating rates.

The Group seeks to limit its exposure to a rise in interest rates through the use of interest rate instrumentswhere appropriate.

Interest rate exposure is monitored on a monthly basis. The Group continually analyses the level of hedgesput in place and ensures that they are appropriate for the related underlying exposure. The Group's policyis to prevent more than 60% of its consolidated net debt being exposed to a rise in interest rates over along period (more than six months). The Group may therefore enter into other swaps, collars or similarinstruments for this purpose. No financial instruments are contracted for speculative purposes. At June 30,2014, the Group had no interest rate hedges.

The table below shows the maturity of fixed- and floating-rate financial assets and liabilities at June 30,2014:

(in millions of euros)Due within 1

year Due between 1

and 5 yearsDue beyond 5

yearsTotal

June 2014

Fixed-rate bank borrowings (158,0) (577,5) (887,8) (1 623,3)

Floating-rate bank borrowings (33,5) (339,8) (128,1) (501,5)

Bank overdrafts (31,3) (31,3)

TOTAL - Financial liabilities (222,8) (917,3) (1 015,9) (2 156,1)

TOTAL - Financial assets 176,8 176,8

Floating-rate net position (assets - liabilities) before hedging 112,0 (339,8) (128,1) (356,0)

Interest rate hedges

Floating-rate net position (assets - liabilities) after hedging 112,0 (339,8) (128,1) (356,0)

Impact of a 1% rise in interest rates

On equity -

On net profit before income tax (3,6)

Impact of a 1% fall in interest rates

On equity -On net profit before income tax 3,6

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At June 30, 2014, the Group considers that a 1% rise in short-term interest rates across all currencieswould lead to an increase of around EUR (3.6) million in interest payable. Debts maturing after five years,representing a total amount of EUR 887.8 million, are essentially at fixed rates. At June 30, 2014, 76% ofthe Group's gross debt was at fixed rates.

Note 18: Related-party transactions

Parties related to the Company are its majority shareholder Wendel as well as the Chairman of the Boardof Directors and the Chief Executive Officer (corporate officers of the Company).

On June 30, 2014, the amounts recognized with respect to compensation paid in France to the ChiefExecutive Officer (fixed and variable portions) and long-term compensation plans (stock options andperformance share grants) granted are as follows:


Wages and salaries 1.0 1.5Stock options 0.2 0.3Performance share grants 1.0 0.6

Total 2.2 2.4

The amounts in the above table reflect the fair value for accounting purposes of options and shares inaccordance with IFRS 2. Consequently, they do not represent the actual amounts that may be paid if anystock options are exercised or any performance shares vest. Stock options and performance sharesrequire a minimum period of service and are also subject to a number of performance conditions.

Shares are measured at fair value as calculated under the Black-Scholes model rather than based on thecompensation effectively received. The performance share grants require a minimum period of service andare also subject to a number of performance conditions.

Key management personnel held a total of 480,000 stock options at June 30, 2014 (June 30, 2013:896,580), with a fair value per share of EUR 2.75 (June 30, 2013: EUR 1.88).

The number of performance shares granted to the executive corporate officer amounted to 1,048,000 atJune 30, 2014 (300,000 at June 30, 2013).

Note 19: Events after the end of the reporting period

Award of stock purchase optio

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