Report - Bpifrance
Transcription
Report - Bpifrance
2013 BPIFRANCE Financement Annual Report Reference document This reference document was filed with the Autorité des Marchés Financiers (Financial Markets Authority), on 23 April 2014, pursuant to article 212-13 of the AMF General Regulations. It may be used in support of a financial operation if supplemented by a prospectus approved by the AMF. This document has been drafted by its issuer and gives rise to liability on the part of its signatories. CONTENTS 1. MESSAGE FROM THE CHAIRMAN 5 2. KEY FIGURES 2.1. 2013 balance sheet 2.2. Capital and shareholding 6 6 7 3. BOARD OF DIRECTORS MANAGEMENT REPORT FOR THE GENERAL MEETING 3.1. Governance 3.2. Directors’ terms of office 3.3. Activity report 8 8 10 11 4. REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS 4.1. Conditions for the preparation and organisation of the works of the Board of Directors 4.2. The internal control mechanism 4.3. Development and processing of accounting information 4.4. Statutory auditors’ report on the Chairman’s Report 48 48 51 54 57 5. RESOLUTIONS SUBMITTED TO THE GENERAL MEETING ON 14 MAY 2014 61 6. ORGANISATIONAL CHART OF BPIFRANCE 6.1. Functional organisational chart 6.2. Organisational chart of the network 65 65 66 7. FINANCIAL RESULTS FOR THE PAST 5 FISCAL YEARS 67 8. CONSOLIDATED FINANCIAL STATEMENTS 68 9. INDIVIDUAL FINANCIAL STATEMENTS 155 10. REPORTS FROM THE STATUTORY AUDITORS 10.1. Report on the consolidated financial statements 10.2. Report on the individual financial statements 10.3. Report on the regulated agreements 10.4. Report on the Company’s Social Responsibility Report 204 204 208 212 224 11. GENERAL INFORMATION REGARDING THE ISSUER 11.1. History and development of the issuer 11.2. Company name, registration, incorporation date and term, registered offices 11.3. Legal form, regulatory texts and applicable legislation 229 229 229 230 12. PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT AND FOR AUDITS 12.1. Responsible person 12.2. Statutory auditors 231 231 232 13. CORRESPONDENCE TABLE 233 2013 Bpifrance Financement Annual Report |3 1. MESSAGE FROM THE CHAIRMAN Throughout this first year of its existence, Bpifrance built on its legal, financial and operational foundation while pursuing the mission entrusted to it for the financing of companies. Bpifrance pursued its structuring efforts with zeal: the set-up of various governance bodies, the validation of the doctrine after its presentation to Parliament, the roll-out in the regions, the legal and financial organisation are but some of the efforts carried out in 2013, thanks to the mobilisation and commitment of the teams. These actions in no way slowed the group’s activities relative to its mission of financing companies. In a still tense economic context, Bpifrance mobilised all of its tools in order to play its role as an actor in the marketplace, namely a contra-cyclical role of financing the economy and impacting on the market’s imperfections. 2013 was marked by a new record for the financing activity with more than €5 billion of new commitments, a 7.9% increase relative to the previous year. This growth was led by co-financing and even more so by development loans. As such, the medium / long-term outstandings increased by 20%, to €17.8 billion. Short-term financing via the mobilisation of receivables experienced double-digit growth (+11%), an indication of both the conquest of new customers and better usage of the lines. The CICE (Competitiveness and Employment Tax Credit) Pre-financing, resulting from the National Pact for Growth, Competitiveness and Employment, attained €860 million of agreements for the benefit of more than 12,000 companies, 60% of which are VSEs. The guarantee activity, for its part, increased by 5% relative to 2012. The difficulties related to the economic situation resulted in more pronounced recourse to guarantee funds in order to consolidate the structural or short-term financing needs of companies. In 2013, Bpifrance Financement also fully mobilised its assistance and innovation loan tools in the amount of €747 million, that provided for the financing of projects for an amount in the area of €2.1 billion. In addition, Bpifrance put together an innovation action plan, the “NOVA” plan, based on three key aspects: simplification, support, financing continuum. With the creation of the Bpifrance Export label, 2013 was also the year in which the public authorities ratified the international actions of Bpifrance. This label takes in all of the public support efforts for exports and the internationalization of companies, distributed by the Bpifrance regional network. On this occasion, the financing products were simplified. With the adoption of the 2014-2017 Strategic plan by the Board of directors, Bpifrance now has a clear roadmap for the coming years. The major challenge for our efforts will be the resumption of corporate investments within our country. The Bpifrance teams will be fully and entirely devoted to bringing this about. Nicolas DUFOURCQ Chairman and Chief Executive Bpifrance Financement 2013 Bpifrance Financement Annual Report |5 2. KEY FIGURES 2.1. 2013 balance sheet 2011 (In millions) ACTIVITY Innovation aid (AI, ISI, FUI, FIS, PSPC) Guaranteed Loan Guaranteed loans provided by Bpifrance régions Investment co-financing CICE (advances) Short-term financing (advances) PERSONNEL (1) (1) 2012 change 2012 2013 change 2013 658 8,826 744 8,500 13.1% -3.7% 634 8,968 -14.8% 5.5% 534 611 14.4% 768 25.7% 4,164 6,302 1641 4,701 7,001 1641 12.9% N/A 11.1% - 5,073 737 7,810 7.9% N/A 11.6% Average personnel on permanent contracts, paid as full-time equivalent on 31 December 600 506 500 Operating Ratio 57,2% 514 484 481 Operating Ratio 61,8% 400 Operating Ratio 58,6% 300 297 290 Operating Ratio 62,0% 301 300 Op rev: - 6,5 % Op prof: -11,7% 200 152 108 100 103 81 76 65 122 91 0 Actual-2012 Actual-2013 Operating revenue Administrative overhead Estimated-2013 Cost of risk Bud-2013* Operating profit The contribution of the three activities (financing, guarantee and innovation) to the NBI is indicated in appendix 11 (“sector-specific information”) of the consolidated financial statements. 2.2. Capital and shareholding On 31 December 2013, the issued capital of the company Bpifrance Financement stood at €750,860,784, divided into 93,857,598 shares each with a nominal value of €8. The SA BPI-Groupe holds 89.70% of the share capital and 89.73% of the voting rights of the company Bpifrance Financement. It has the status of a financial company, and is therefore subject to the prudential supervision of the Autorité de Contrôle Prudentiel et de Résolution (Prudential Control and Resolution Authority). It is recalled that article 6 of the Bpifrance Financement company articles of association indicates that “the public limited company BPI-Groupe directly or indirectly holds more than 50% of the company capital”, in keeping with order n°2005-722 of 29 June 2005 relative to the creation of the EPIC-BPI-Groupe public (former OSEO). Breakdown of the capital and voting rights on 31 December 2013 Number Amount (€) Capital distribution Breakdown voting rights SA BPI-Groupe 84,191,669 673,533,352 89.70 % 89.73 % Agence Française de Développement 1,560,631 12,485,048 1.66 % 1.66 % FONCARIS SA 1,264,502 10,116,016 1 35 % 1.35 % Banks and miscellaneous Total 6,840,796 93,857,598 54,726,368 750,860,784 7.29 % 100 % 7.26 % 100 % of 2013 Bpifrance Financement Annual Report |7 3. BOARD OF DIRECTORS MANAGEMENT REPORT FOR THE GENERAL MEETING 3.1. Governance 3.1.1. Board of Directors meeting on 31 December 2013 Chairman of the Board Nicolas DUFOURCQ 1 Chairman and Chief Executive of Bpifrance Financement The State, represented by 2 François JAMET Department Head for Companies, Technology Transfer and Regional Action within the Directorate General for Research and Innovation of the Ministry for Research 3 Sébastien RASPILLER Deputy Director “Financing of Companies and the Financial Market” of the Directorate General of the Treasury 4 Alain SCHMITT Head of the SME Competitiveness and Development Department at the Directorate General of Competitiveness, Industry and Services (DGCIS) The Representatives of the other shareholders 5 Delphine de CHAISEMARTIN Financial institutions task officer within the Development, Subsidiaries and Equity interests department of the Caisse des Dépôts 6 Thomas ESPIARD In charge of the Venture Capital and Infrastructures Division within the Subsidiaries and Equity Interests Development Department for the Finance, Strategy, Subsidiaries and International Division of the Caisse des Dépôts 7 Catherine HALBERSTADT General Manager of the Banque Populaire du Massif Central 8 Marie-Christine LEVET Associate Director of JAINA Capital 9 Jean-François ROUBAUD Chairman of the Confédération Générale des PME (CGPME) 10 Sabine SCHIMEL 11 Chief Executive Officer of the company SILIC 1 Appointed by the Board of Directors on 12 July 2013 Designated by order dated 20 July 2013 3 Designated by order dated 20 July 2013 4 Designated by order dated 20 July 2013 5 Appointed by the General Meeting of 12 July 2013 6 Appointed by the General Meeting on 12 July 2013 7 Co-opted on 12 July 2013 8 Co-opted on 12 July 2013 9 Co-opted on 12 July 2013 10 Appointed by the General Meeting of 12 July 2013 11 Until January 2014 2 Employee directors 12 Elisabeth HENRY PEREZ Legal Support Manager within the Litigation Department of Bpifrance Financement Eric VERKANT Innovation delegate of the Paris Regional Department of Bpifrance Financement Non-voting members Albert BOCLÉ Sales and marketing director of the Société Générale Retail Bank in France Hugues FAUVE Legal Manager Bpifrance Financement Innovation and Financing Management Department Edouard LEHER Credit Manager of the Alsace Regional Department of Bpifrance Financement Bruno METTLING Assistant General Manager in charge of Human Resources for the ORANGE Group Vincent MOREAU Deputy director of the Budget Department’s 3rd Sub-department Anatole NEF Task officer within the Financial Institutions Division of the Group Steering Department - Subsidiaries, Strategy and Equity interests Division of the Caisse des Dépôts Jean-Luc PETITHUGUENIN Chairman and Chief Executive of the PAPREC France Group Pierre PRIEUX Chairman of ALCEN Hervé SCHRICKE Chairman of Xange Private Equity The Agence Française de Développement (AFD), represented by Anne PAUGAM Managing Director of the AFD Government Commissioner Jean-François GUTHMANN Head of the Economic and financial control service 13 Olivier BUQUEN Deputy Government Commissioner 12 13 Elected on 24 September 2013 Since 27 January 2014 2013 Bpifrance Financement Annual Report |9 3.1.2. General Management General Manager Nicolas DUFOURCQ 3.2. Directors’ terms of office Chairman and Chief Executive Nicolas DUFOURCQ Chairman of Bpifrance Investissement 14 Chairman and Chief Executive of Bpifrance Participations and of the EPIC BPI-Groupe General Manager of the Public Limited Company BPI-Groupe Director of Euler Hermes The State, represented by François JAMET French State representative director of the SAS France Brevet, of the SATT AxLR and of the Association professionnelle LES France Sébastien RASPILLER French State representative director of the IDES (Institut de Développement de l’Economie Sociale) and of the IFCIC (Institut pour le Financement du Cinéma et des Industries Culturelles) Alain SCHMITT EPIC BPI-Groupe director representing the State The Representative of the other shareholders Delphine de CHAISEMARTIN Director of the Société de Financement Local, of the Banque Postale Collectivités Locales, of the SAS SOFIRED and of SAS France Brevet Thomas ESPIARD Director of CDC Infrastructure, of Qualium investissement, of Bpifrance Investissement (former CDC Entreprises), of CDC Infra Management, of Innovation Capital and of CDC Elan PME Catherine HALBERSTADT General Manager of the Banque Populaire du Massif Central Member of the Supervisory Board of BPCE Director of Natixis, of the Crédit Foncier de France (CFF) and of I-BP Marie-Christine LEVET Associate Director of JAINA Capital Director of the ILIAD Company, of the MERCIALYS company and of the Fonds Google pour l’Innovation Numérique dans la presse (FINP) 14 From 11 June to 12 July 2013 Jean-François ROUBAUD Chairman of the Confédération Générale des PME (CGPME) Deputy Chairman of the UEAPME Member of the Comité d’Orientation de France Investissement, of the Conseil Economique, Social et Environnemental, of the Comité d’Orientation du Fonds Stratégique d’Investissement, of the Conseil National Education Economique of the Conseil des Affaires Etrangères Director of ACL PME, of SA d’HLM Résidences, of ACL PME and of UBIFRANCE Manager of SODEP and PME Communication Sabine SCHIMEL 15 Chief Executive Officer of the SA SILIC Chairman and member of the Supervisory Committee of SAS Carré Blanc & Compagnie 16 Chairman and member of the Supervisory board of SAS Marais Technologies and of SAS Innovation Capital Director of the SA CDC Entreprises Capital Investissement Chairman of the SAS Part’Com, of the SAS Univers 12, of the SAS Socomie, of the SAS Foncière Nanteuil, of the SAS Havane and of the SAS 21/29 Rue Des Fontanots Director representing Part’Com within the SA IN-COM and the SA Soficapital Manager of the SARL EPP PERIPARC NAUTILE and of the SARL DU NAUTILE 17 General Manager of Qualium Investissement Employee directors Elisabeth HENRY PEREZ Deputy Chairwoman of the Board of Directors and Director of the Coopérative du CEPME Eric VERKANT Supervisory board member of the Centre Francilien de l’Innovation (CFI) 3.3. Activity report 3.3.1. Highlights of 2013 2013 was the year of the creation of the Banque publique d’investissement (BPI - Bank for Public Investment). In terms of financing-related business lines, 2013 was marked by the roll-out of new financing, pre-financing and guarantee products. Set-up of the Bpifrance group The main steps of the set-up of the Bpifrance group are summarized below: Law of 31 December 2012 relative to the creation of the Bank for Public Investment (BPI); 21 February 2013: the first board of directors of Bpifrance, meeting in Dijon, appoints its chairman, Jean-Pierre Jouyet, general manager of the Caisse des Dépôts et Consignations. 21 February 2013: appointment of the Bpifrance executive committee. 15 16 17 Until January 2014 Until 29 October 2013 From March to September 2013 2013 Bpifrance Financement Annual Report | 11 17 April 2013: the first meeting of the National Orientation Council (French acronym: CNO), in Caen. The task of the CNO is to give an opinion on the strategic orientations, intervention doctrine and provisions whereby BPIGroupe and its subsidiaries carry out their general interest missions, and on the implementation of the ecological and energy transition. 15 May 2013: Bpifrance intervention doctrine presented to Parliament. It was then adopted by the Board of directors on 25 June. 38 meetings of the regional orientation committees organised as of the spring of 2013. May 2013: launch of the Bpifrance Export label, a new financing and support offer intended for SMEs and mid-tier companies, in partnership with Coface and UBIFRANCE, in order to make it easier for companies to export and become more international. June 2013: signing of a partnership with the European investment Bank (EIB) in order to develop cooperation that will encourage investment and financing amongst SMEs and mid-tier companies. This agreement took concrete shape in September, with the release to Bpifrance of a credit line of €750 million by the EIB, and a guarantee package from the European Investment Fund (EIF). This will make it possible to grant loans to innovative SMEs for a total of €200 million. Delivery of authorisations from the Prudential Control and Resolution Authority (28 June 2013) and the Financial Markets Authority (10 July 2013). 12 July 2013: name change to Bpifrance Financement and set-up of the Bpifrance group by completion of a process of contributions, whereby: (a) the State contributed to BPI-Groupe 49% of the share capital and voting rights of Bpifrance Participations and its equity interest in SOFIRED, (b) the EPIC BPI-Groupe contributed to the SA BPI-Groupe 62.81% of the share capital and voting rights of OSEO and, (c) the Caisse des Dépôts et Consignations notably contributed to SA BPI-Groupe 51% of the share capital and voting rights of Bpifrance Participations, all of the share capital and voting rights of CDCE-1, 62.81% of the share capital and voting rights of OSEO as well as additional assets. After these contributions, the State and the Caisse des Dépôts et Consignations became equal shareholders of the SA BPI-Groupe, the share capital of which is equal to 20,981,406,140 euros. After these contributions, BPI-Groupe contributed to Bpifrance Participations the assets received that same day from the Caisse des Dépôts et Consignations. A description of these contributions is provided in Appendix 2 of the Bpifrance Participations annual report. October / November 2013: finalising of the group’s organisation and installation of the teams. The Bpifrance teams in Paris are located at a single site (6/8 boulevard Haussmann - 75009 Paris), while the central functions are gathered at the head office in Maisons Alfort. Preparation of partnership master agreements with the Regions. 2 agreements signed in 2013: Auvergne and Poitou-Charentes. November 2013: kick-off of the Nova action plan for innovation financing, with the aim of accelerating the creation of national champions. Nova is intended to strengthen the intervention possibilities of Bpifrance, to simplify the assistance tools and systems, to support innovative entrepreneurs and provide continuity between all of the available types of financing for innovation: innovation aid, innovation loans, collaborative programmes and investments in own funds. 26 November 2013: signing of the AFIC / Bpifrance best practices charter with shared commitments between private and public actors in the service of the development of non-listed SMEs and mid-tier companies. 20 December 2013: approval of the first Bpifrance strategic plan by the Board of directors. This proactive plan gives concrete shape to the group’s strategic ambitions looking ahead to 2017, in keeping with its general interest missions. Key events for the “financing” division: For the “financing” division, 2013 was the year of the roll-out of new financing, pre-financing and guarantee products. New financing products Export development loan (PDE): As part of simplifying the support procedures for companies as decided upon by the State, the EDL was created in order to meet the need to strengthen the financial structure of companies that are developing internationally. Systematically associated with external financing tools in the same amount, the EDL results from the merger of 3 pre-existing products: the export loan, the international development contract and the participatory development contract. Digital loan, as part of the “Investing in the Future Programme” (PIA). Endowed with €300 million, this guaranteed loan, systematically associated with external financing in the same amount, will finance the investments of SMEs and mid-tier companies involved in structuring projects for the integration of digital solutions. Loan for the industrialization of competitiveness clusters (PIPC): set up in late 2013 as part of the “Investing in the Future” Programme, this loan finances the downstream expenses of a collaborative R&D project, intended to result in the marketing of an innovative product, process or service. It therefore improves the financing of the industrialization and marketing phase for new products or services developed by companies, as part of collaborative projects within competitiveness clusters. Deployment of the measures related to the national growth, competitiveness and employment pact Pre-financing of the Competitiveness and Employment Tax Credit (CICE), in the form of direct pre-financing and of a guarantee system encouraging the pre-financing and deployment of a specific offer for VSEs. SME cash position recovery fund: €500 million of short-term credit facilities for the benefit of VSEs and SMEs. Transfer of all assets and liabilities of the OSEO Industrie subsidiary OSEO Industrie was the bank – a 100% subsidiary of Bpifrance Financement – created in April 2012 as a result of the State’s desire to have a tool dedicated to the financing of industry. In view of the creation of the Public Investment Bank (Banque Publique d’Investissement or BPI), and for the purposes of simplifying and increasing the visibility of the shareholding of the future Bpifrance group, it was considered appropriate to transfer the activity of OSEO Industrie to its parent company, Bpifrance Financement. In this context, on 26 June 2013, the company’s Board of Directors authorised, in compliance with article 12.3 of the articles of association, the dissolution without liquidation of OSEO Industrie by transfer of all assets and liabilities to the sole shareholder Bpifrance Financement. Capital reorganisation of Bpifrance régions As part of the contribution operations for Bpifrance carried out on 12 July 2013, the Caisse des Dépôts transferred its equity interest in Bpifrance régions, i.e. 46.5% of the capital, to the SA BPI-Groupe in order to simplify the shareholding of the Bpifrance group. To complete this simplification, the SA BPI-Groupe contributed its new equity interest in Bpifrance régions to Bpifrance Financement. As such, as of 20 December 2013, Bpifrance Financement has held 99% of the capital of Bpifrance Régions. The remainder of the capital (1%) has been retained by the initial shareholders (regional authorities, CMGM and directors). 2013 Bpifrance Financement Annual Report | 13 3.3.2. The missions and business lines Bpifrance Financement is active in three main business lines that have a common objective of working with entrepreneurs during the riskiest phases of their projects, from the company’s creation through to its transfer / buyout, and including its innovation and international expansion: innovation support, support and financing for innovative projects with a technological component, and that have concrete prospects of completion, investment and operational cycle financing alongside banking institutions, bank financing guarantees and the involvement of equity investors. Bpifrance Financement has pooled all of its know-how, while combining the various financing techniques in order to design solutions in response to shortcomings in the market. This applies to the financing of the seed-stage, to the bank financing of innovation (mezzanine loans and mobilisation of the Tax Research Credit (CIR) for mid-tier companies), over and above any assistance, as well as bringing innovative SMEs into contact with key accounts or equity investors. Its efforts are characterized by its ability to have a ripple effect amongst the private actors in the financing of SMEs and innovation, while optimising the leverage provided by public resources. Bpifrance Financement networks with all of the public and private actors who are working to support the development of SMEs and innovation. Bpifrance Financement has signed a partnership agreement with local authorities, first and foremost, the Regional Councils. Bpifrance Financement “networks” with: banking and financial establishments, as well as equity investors, competitiveness clusters, research institutions, universities, engineering institutes, major companies, business incubators and breeding grounds, chambers of commerce, industry and skilled trades, chartered accountants, federations and professional trade unions, associations involved in company creation assistance and support networks, public and private actors working to distribute information technology within SMEs, European structural funds and Community research programmes. The financing of investments and of the operating cycle In partnership with banking and financial establishments, Bpifrance Financement contributes to investment financing: for tangible or intangible capital assets provided in the form of medium or long-term loans and real estate or equipment financial leasing operations, as well as financial rentals, for immaterial investments, as well as the financing of working capital requirements, in the form of Development Loans (Growth, Export, Transfer / buy-out, Innovation), long and patient, without guarantee or surety taken on the company or its directors. Specific financing tools in partnership with the Regions and the Commissioner General for Investment were developed in order to encourage investment during the most critical high-potential phases: export, digital, revitalization… Finally, the business start-up loan (PCE) has been providing support for creation since 2000. Bpifrance Financement contributes to financing the operating cycle: it finances the cash needs of small and medium-sized enterprises that are customers of large public and private principals, and for financed contracts, it provides signature commitments: sureties and first demand guarantees. for the first time in 2013, Bpifrance pre-financed the Competitiveness and Employment Tax Credit (CICE) Guarantee Bpifrance Financement provides guarantees for bank financing (including leasing and financial leases), and for interventions by equity investors: with regard to creation. The interest-free loans granted to creators by company creation support networks are also eligible, with regard to innovation, with regard to development, with regard to transfers / buy-outs with regard to international actions, including bank sureties on the export markets and the risk of failure for French subsidiaries established abroad (GPI). In 2013, Bpifrance set up a guarantee fund intended to strengthen the cash positions of companies, whereby their bank consolidates their short-term outstandings in a new medium-term loan. The quota is between 40 and 60%. It can be up to 70% with the assistance of the guarantee fund established by the regions with Bpifrance Financement. Innovation support The mission of the Bpifrance Innovation’s Financing branch is to provide a response to the financing needs of innovative individual or collaborative projects, from the idea through to the market phase, in case of any failure with regard to classical financing tools. Bpifrance Innovation provides a financing solution that is suited to the company on the basis of its distance from the market (subsidy, repayable advance, guaranteed loan,…), in close partnership with the Regions. The innovation financing of the activities of companies are divided into 2 main categories: individual assistance (in the form of subsidies, repayable advances and zero rate loans) and loans (Start-up equity loan, CIR Pre-financing, Industrialization loan, etc.), provided by the Bpifrance network established throughout the country. and the financing of collaborative projects (FUI, ISI, PSPC) carried out by the Bpifrance head office in Paris, in the form of subsidies and repayable advances. Thanks to the means provided both by the State and by its partners, in 2013, Bpifrance made full use of the assistance tools and loans in the amount of €747 million, thereby providing the financing for projects equalling €2.1 billion. In terms of individual and collaborative assistance, the agreements amounted to €634 million. The objectives were exceeded in terms of individual assistance (€364 million), whereas the collaborative programmes proved to be more difficult to implement (€270 million). 2013 Bpifrance Financement Annual Report | 15 Bpifrance Innovation also put together a cross-functional action plan for innovation called “NOVA”. As such, in 2013, the innovation teams were mobilised around 3 priorities: Simplification: increasing the offer’s legibility and the processing speed for the entrepreneur customer Support: Highlighting Bpifrance’s support role, and in particular that of the case officers Financing continuum: providing a response to all of the entrepreneur’s financing needs, at every development stage (investment, innovation financing) With regard to NOVA’s simplification axis, a new simplified and dynamic presentation of the offer was prepared. It is based on the company’s need and is focused on a “customer journey” that highlights the financing solutions on the basis of the maturity of the company and of its project. The simplification of the collaborative programmes also notably began with the ISI and PSPC merger in 2014 and an acceleration of the set-up of assistance tools (maximum 6 months) after receipt of the complete file. Moreover, for simplification purposes, the management of the FSN SAR programme (support for major collaborative projects in the digital field), previously managed by the Caisse des Dépôts, has now been taken over by Bpifrance, given its consistency with the assignments entrusted to it. With regard to the actions targeting better support for financed companies, Bpifrance is a major player in the French Tech initiative launched by F. Pellerin in November 2013, as the operator of the French Tech Accélération but also as a contributor to the project’s creation and implementation since its start. Last November, Bpifrance also opened a start-up area in its offices in order to directly accommodate customer companies of Bpifrance and, together with UBIFRANCE, it launched an accelerator in San Francisco, Ubi I/O, in order to help high-potential innovative companies to establish themselves in the United States. Finally, the Bpifrance network teams previously dedicated to financing, began to receive training in order to be able to better orient customer companies in search of own funds. In terms of financing continuum, Bpifrance sought to complete its range of loans for companies in the seed-stage and growth phases in order to better respond to the market’s needs, with two new loans in response to the specific needs of innovative companies, that are available as of 2014. Also, the Loan for the Industrialization of Competitiveness Clusters (PIPC) was set up in late 2013 as part of the “Investing in the Future” Programme (PIA), in order to finance the downstream expenses of collaborative R&D projects. Bpifrance is also the operator of the Worldwide Innovation Contest (Innovation 2030) intended to assist the emergence of the leading companies of tomorrow, through major high-potential innovations in the 7 areas identified by the commission. Finally, Bpifrance defined a strategy regarding non-technological innovation in order to implement, in 2014, tools, guidelines and training within its network in order to be able to support the relevant projects as well as possible. 3.3.3. The activity by business line and key figures Innovation activity Subsidies / advances / loans distribution (in millions of €) 2013 Individual aids 395 364 . Grants 90 85 of which partners 42% 42% . Repayable Advances 123 127 24% 26% . Zero rate loans 182 152 Development loans 18 113 . Participatory Seeding Loans 18 19 of which partners 2012 . CIR pre-financing 36 . Innovation loans 58 Financing of collaborative projects 349 270 . FUI (grants) 122 104 . ISI (Strategic Industrial Innovation) 109 92 of which grants 41% 29% of which repayable advances 59% 71% . PSPC (Structuring R&D Projects for Competitiveness) 82 54 of which subsidies 56% 46% of which repayable advances 44% 54% . FIS (grants) 36 20 Distribution of the beneficiary companies by major sectors (excluding ISI) 2013 Industry Life sciences IT Other 47.65 % 20.43 % 31.05 % 0.86 % Comments on the evolution of the activity Thanks to the means provided both by the State and by its partners, in 2013, Bpifrance made full use of the assistance tools and loans in the amount of €747 million (-2% relative to 2012), thereby providing the financing for projects equalling €2 billion. 2013 Bpifrance Financement Annual Report | 17 In terms of individual and collaborative assistance, the agreements amounted to €634 million. The objectives were exceeded in terms of individual assistance (€364 million), whereas collaborative programmes proved to be more difficult to implement (€270 million). A new loan, the Innovation Loan, was rolled out in 2013 (€58 million). The kick-off of the new subsidized rate Innovation Loan in 2014 is intended to revive the activity of innovation loans, that is somewhat below the stated objective. The slowdown of the PSPC programme (-35%) can be explained by the complexity of the procedures, that are being simplified. Overall, the collaborative assistance tools dropped by 20%, while individual assistance dropped by 8%, whereas loans multiplied by a factor of 6. 2014 should see an overall recovery of the activity, with budgeted growth of 25%, notably for individual assistance. Guarantee Activity Key figures 2012 2013 Amount of guaranteed loans Creation Transfer / buy-out Development Innovation International Strengthening of permanent capital 8,465 2,580 1,557 2,920 510 588 310 8,925 2,482 1,539 2,928 403 472 1,102 Change as a % 5.4% -3.8% -1.1% 0.3% -21.0% -19.8% 255.1% Distribution by type of guarantee intervention Bank loans Own funds Short-term 8,465 7,565 278 621 8,925 7,948 263 715 5.4% 5.1% -5.6% 15.1% Number of guaranteed loans 83,805 86,049 2.7% Net amount of covered risks 4,157 4,394 5.7% Total risk outstandings on 31 December (sound) 12,226 12,719 4.0% ACTIVITY (excluding overall line) Distribution of guaranteed loans by purpose 2013 Creation Transfer / buy-out Development Innovation International Cash 27.8% 17.2% 32.8% 4.5% 5.3% 12.3% Total 100% Distribution of guaranteed loans by business sector (excluding Recovery plan mechanism) 2013 25.4% 9.2% 27.9% 10.9% 15.2% 11.4% Industry Construction Trade – Transportation Services for companies Services for individuals Tourism Comments on the evolution of the activity The guarantee activity increased by 5% if compared to 2012. It is down by 4% for the purposes excluding support for the cash position, for which the overall share tripled to 12% of the global activity in 2013, thereby underscoring the tension within the economic environment. Another indicator of this tension is the weakening scene with the creation and transfer / buy-out purposes, though the development purpose remained stable. The distribution of the financing by activity sector also confirms this trend, with the share of Industry declining from 30% in 2012 to 25% in 2013, while the trade-transport sector became the leading activities supported in 2013. Key figures of Bpifrance Régions Activity (in € millions) 2012 2013 Change as a % Amount of guaranteed loans Creation Transfer / buy-out Development Cash 611 154 252 121 83 768 153 293 151 170 25.8% -0.8% 16.3% 25.0% 105.1% Distribution by type of guarantee intervention Bank loans Own funds 611 610 1 768 766 3 25.8% 25.5% ns Number of guaranteed loans 2,117 2,657 25.5% Net amount of covered risks 181 224 23.6% Total risk outstandings on 31 December 560 604 7.9% 2013 Bpifrance Financement Annual Report | 19 Breakdown of guaranteed loans by business sector 2013 Industry Construction Trade – Transportation Services for companies Services for individuals Tourism 29.9% 9.7% 22.7% 12.5% 16.4% 8.9% Financing activity Distribution by financing type (in € millions) 2012 2013 2013 change ACTIVITY Financing New production 4,701 5,073 7.9% Outstandings as at 31 December (1) 15,358 17,842 16.2% Medium and Long-Term Co-financing 3,486 3,697 6.0% Long and medium-term loans 2,128 2,413 13.4% Finance lease 1,358 1,284 -5.5% Development loans (2) 1,215 1,376 13.3% 725 791 9.0% 70 63 -9.9% 2,944 3,244 10.2% - 795 Of which Growth loan Of which the PCE, or business start-up loan Short term Mobilisation of Receivables Pre-financing of the CICE ns Breakdown of assistance excluding PCE by business sector 2013 Industry Construction Trade – Transportation Services for companies Services for individuals Tourism 25.4% 5.1% 27.7% 11.2% 23.9% 6.6% Breakdown of loans by business sector, excluding business start-up loans (PCE) 2013 Industry Construction Trade – Transportation Services for companies Services for individuals Tourism 5.6% 21.7% 31.0% 11.2% 18.6% 11.8% Comments on the evolution of the activity 2013 was marked by a new record with more than €5 billion of new commitments, a 7.9% increase when compared to the previous year. This growth was driven by co-financing and even more so by development loans, that now represent more than a quarter of the new production. As such, the medium / long-term outstandings increased by 20%, to €17.8 billion. The medium / long-term co-financing reached an activity volume, unseen in the past, of €3.7 billion (+6%), with a strong increase in the Energy-Environment field, thereby confirming Bpifrance’s counter-cyclical market role. Development Loans increased by 13% to €1.4 billion in commitments, thanks to the strong dynamics of the Growth Loan (known as “CDP”; €790 million) despite the discontinuation of the Green Loan, and to international initiatives such as the Export Loan, as well as, to a lesser degree, innovation initiatives such as the Innovation Loan, launched at the start of this year, or the Pre-financing of the CIR. The only downside of this approach, where all products are on the rise, is the PCE that continues to drop by almost 10% each year, despite the strong buoyancy of the business creation trend. In 2013, short-term financing via the mobilisation of receivables experienced double-digit growth (+11%), an indication of both the taking on of new customers and better usage of the lines. The CICE Pre-financing, a product created in early 2013 as part of the National Pact for Growth, Competitiveness and Employment, reached €860 million in agreements for the benefit of more than 12,000 companies, 60% of which are VSEs. International Focus 2013 was the year in which public authorities ratified the international actions of Bpifrance. The State decided to simplify and therefore democratize export public support procedures, in order to make them more accessible and understandable for companies. As a result, on 22 May 2013, the Bpifrance Export label was created. This label draws together all the public support mechanisms targeting exports and the internationalization of companies, and is provided by the Bpifrance Regional Network. This is excellent recognition for our group that is now assuming a clearly central position within this vital market for the growth of our customers, which means that the Bank is one of the very rare institutions in the world to provide financing, insurance and international support all under one roof. On this occasion, the financing products were simplified. In order to provide the best possible service to entrepreneurs, the network has already welcomed 25 (40 by March 2014) Ubifrance employees and 22 Coface employees who, working closely with the Bpifrance’s business/project managers, contribute their respective skills in the areas of international support and insurance for export contracts and actions. Their integration into the regional teams was remarkable. 2013 Bpifrance Financement Annual Report | 21 The initial results by 31 December 2013 speak for themselves: out of meetings with 420 companies, 260, i.e. two thirds, gave their approval for a long-term support project, 91 of them have already initiated their recommended action plan, and the number of companies receiving financing or specific guarantees relative to their international development increased by more than 20%. In partnership with Ubifrance in the relevant countries, Bpifrance also simultaneously organised 2 thematic missions for the benefit of some 40 of the bank’s entrepreneur customers, i.e. technological “gems” in their domains, notably ICTs in South Korea and cleantechs in China. These two transactions received a strong satisfaction rate from companies, several of which experienced commercial successes in their wake. Technical assistance, that is now provided by the Strategy Department, also experienced interesting results, with the Tunisian, Russian and Egyptian markets being covered in a manner satisfactory to our customers, with new possibilities coming to light in 2014. 3.3.4. The structure and financial management of Bpifrance Financement The financial markets in 2013 2013 was marked by a weak economic recovery around the world. The rhythm of this renewed growth was very different according to the countries. Central banks were therefore confronted with challenges of different types. In the United States, the FED was able to prepare the markets for the slowdown of its support for the economy, whereas in Europe, the ECB continued to relax its monetary policy by lowering its key interest rate to 0.25% at the end of the year. Thanks to this very accommodating monetary policy, the Euro zone long-term rates fell to very low levels. As such, the rate of return of the 10-year OAT fell to an historical low point of 1.67% on 2 May of this year. However, this period coincided with the first announcement of the FED’s slowing quantitative support. The long-term rates then began a spectacular rebound, with the rate of return of the 10-year OAT increasing by 72 bp increase in two months, finishing at 2.50% on 31 December, meaning an increase of 52 bp during the fiscal year. In this context, the spread between France and Germany remained stable over the course of the year. We also note a tightening up the spreads within the euro zone, notably due to the improvement of the situation of the countries on the zone’s periphery. Bpifrance, that enjoys the same rating as the French State, thanks to the guarantee from the EPIC BPI-Groupe, carried out bond issues for a total of €3.8 billion, and notably a 10-year loan at OAT +15. This spread is the tightest that has been seen since the resumption of issues on the bond markets in 2011, as part of an EMTN programme. The total outstandings of the loans issued as part of this programme was close to €8 billion by the end of 2013. The financial structure of Bpifrance Financement The consolidated balance sheet total of Bpifrance Financement was equal to €34.7 billion on 31 December 2013, versus €29.9 billion on 31 December 2012, meaning an increase of €4.8 billion. This annual growth is comparable with the previous year’s growth rate (16%). It is a reflection of the strong growth of the activity, since the outstandings of loans to companies are up by €3.6 billion (+18%) and, to a lesser degree, of an improvement of the financial assets (+14%, i.e. + €0.9 billion). Unlike the previous year, that had seen a significant change in the composition of the assets represented in the guarantee funds, the balance sheet structure changed only slightly: clientele loans (of which 80% loans to companies and 20% deposits with the Public Treasury) represent 71% of the total assets and financial assets 19%. Loans to companies were equal to €19.7 billion on 31 December 2013, versus €16.1 billion on 31 December 2012. The various outstandings have evolved in the following manner: like the previous year, property leasing (+11%) and equipment leasing (+7%) increased at a slower pace than medium and long-term loans (+20%), with an increase of 11% in 2013 after +13% in 2012, development loans now represent 19% of the outstanding loans to companies, short-term credit facilities more than doubled (+110%), notably with the set-up of the CICE. The off-balance sheet commitments for the clientele as part of financing agreements remained virtually stable: €4.8 billion on 31 December 2013, versus €4.7 billion on 31 December 2012. The commitments relating to guarantee agreements showed a very slight decline, from €12.1 billion on 31 December 2012 to €11.8 billion on 31 December 2013. The total amount of financial assets on 31 December 2013 was equal to €7,293 million, an increase of €886 million relative to the end of December 2012. It is now 90% made up of the portfolio established as part of the loan activity. This portfolio is made up in the following manner: €6,634 million of securities intended to be held until maturity, corresponding with €5.9 billion of OATs purchased as part of the management of the rate position associated with the refinancing of the credit activity and, for the balance, with the investment of the Bpifrance régions guarantee funds. €191 million of marketable securities: these are securities purchased in order to invest the cash either of the company or of the guarantee funds that it manages (€166 million) and, for the remainder, securities held by the group’s consolidated structures that are in charge of the venture capital activity (€25 million). €28 million of equity securities, a significantly higher amount than the previous year, notably as a result of the transfer to Bpifrance Financement of the CDC’s equity interest in SOGAMA €367 million recognised on the asset side due to exchange swap operations with a positive valuation; the ones with a negative valuation are listed in the liabilities, in the amount of €432 million. €73 million of assets recognised at fair value through profit or loss, that are not linked to a market activity on own account, but rather to the performance of a venture capital activity through venture capital mutual funds. On 31 December 2013, the distribution of the medium and long-term financing for the Bpifrance Financement loans to customers (€15.3 billion of outstandings) was the following (figures from the Financial Operations Department): €8 billion in the form of securities issued on the bond market, i.e. 53%, €5.1 billion in the form of contractual loans with financial institutions that have resources coming from passbook deposits, i.e. 33%, €1.3 billion in the form of loans through EPIC BPI-Groupe, notably as part of the “Investing in the Future” programme, i.e. 9%. €0.8 billion in the form of bilateral loans with international financial institutions, i.e. 5%, The resources backed by the guarantee activity carried out by Bpifrance Financement and Bpifrance were equal to €5.4 billion on 31 December 2013, versus €5.2 billion on 31 December 2012, meaning a slight decline (3%), notably due to allocations still being paid at the end of the year. In the absence of capital operations and of significant changes to the unrealised earnings in 2013, the €36 million increase of the Bpifrance Financement shareholders equity between 31 December 2012 (€2,695 million) and 31 December 2013 (€2,732 million) is primarily due to the results for the financial year. 2013 Bpifrance Financement Annual Report | 23 The financial management of Bpifrance Financement The objective of the group’s financial management is to provide it with the long-term financial means needed to carry out the issues entrusted to it by public authorities, while continuing to exercise total control over the risk exposure inherent to operations within capital markets. To minimise its exposure to this type of risk that is outside of its core business line, Bpifrance Financement is not involved in any trading or financial intermediation activity. Financing activity The refinancing of loans to customers by backing, in both equity and rate terms, the outstandings of loans and real estate operations. To this end, refinancing operations are completed by rate hedging operations that are performed either through recourse to financial instruments, or by setting up portfolios of assets specifically dedicated for this purpose. Under these conditions, the establishment strives to limit the risks that are inherent to the financial operations, while targeting optimisation relative to market conditions. In this regard, it has adopted the objective of having a liquidity advance that would allow it to deal with any temporary deterioration of the market conditions. In 2013, Bpifrance Financement continued the ramp-up of its issue programme for debt securities (Euro Medium Term Notes) that made it possible to turn to the market under very flexible conditions, through public or private operations that fall within the scope of a pre-established legal framework. As such, the outstandings of the bond resources increased by 98%, with total issues over the year being equal to €3.8 billion: €750 million in February with a duration of 12.5 years, as part of a public issue, completed in March by private investments of €425 million from the same origin, €1,000,000,000 in March with a duration of 2 years, as part of a public issue, €800 million in December with a duration of 10.5 years, as part of a public issue, €825 million in February, September and October as part of various private investments. In view of the increased needs due to the development of the loan activity, the ceiling of this programme guaranteed by the EPIC BPI-Groupe was increased from €8 billion to €20 billion at year-end. In 2013, the medium and long-term financing of the co-financing activity was completed by a €50 million loan for a duration of 9 years, from the Council of Europe Bank. Also, in September, the European Investment Bank provided Bpifrance Financement with a €750 million loan that will be used to finance innovation in 2014 and 2015. The EMTN programme therefore represented virtually all of the Bpifrance Financement medium and long-term refinancing in 2013. The structure of this refinancing is the following to 31 December 2013: the bond market now represents 53% of the outstandings; the Caisse des Dépôts, 25%; banks, 14%, and the State, 8%. (Data from the Financial Operations Department) The short-term interbank refinancing outstandings (negotiable debt instruments and securities sold on repo) were equal to €5.7 billion on 31 December 2013, versus €4.9 billion on 31 December 2012, i.e. an increase of 15%, but lower than was the case with loans to companies (+18%). This increase is notably due to the development of repo operations on French State securities purchased as part of operations to hedge the rate position. As such, these operations were equal to €4,272 million on 31 December 2013, versus €3,623 million on 31 December 2012. For its part, the outstanding negotiable debt instruments to 31 December 2013 were equal to €1,396 million, an increase of 8% relative to the outstandings on 31 December 2012. In 2013, Bpifrance Financement issued a total amount of €5.8 billion of deposit certificates, of which 74% at under 3 months, 14% at under 6 months and 12% at 6 months or more. The refinancing operations through the European Central Bank were equal to €1,190 million on 31 December 2013, a significant increase relative to the end of the last fiscal year (+€690 million). The overall amount of the Bpifrance Financement securities portfolio attached to the “Financing” activity for the management of the rate position and cash investment stood at €6,335 million on 31 December 2013. It consists primarily of OATs (€5,904 million euros, i.e. 93%) and also includes bonds issued by public agencies (€226 million) or large European commercial banks (€83 million), as well as “covered bonds” (€62 million). Cash investments consisted of purchases of deposit certificates, generally at under 3 months, issued by banks having a short-term rating of P1, for an overall amount over the course of the year of €438 million, and outstandings of €60 million on 31 December 2013. We note that, overall, Bpifrance Financement remains therefore alert to the high credit standing of its counterparties. Guarantee Activity The “Guarantee” activity at domestic level is shown in the Bpifrance Financement balance sheet, and at regional level, in that of Bpifrance Régions. On 31 December 2013, the overall amount of the financial assets representing the “Guarantee Funds” of Bpifrance Financement and Bpifrance Régions amounted to €4,496 million, an increase of €265 million when compared to the end of December 2012. The bulk of these assets now consist of term deposits with the Agence France Trésor (€3,726 million) for which maturities have been adjusted on a half-yearly basis to match the forecasted activation of the guarantees. The remaining assets are invested in bonds issued by agencies or large banks (€422 million), and in negotiable debt securities (€220 million). The purchases of deposit certificates, primarily for a duration of under 3 months, were equal to €448 million in 2013; they involved shares issued by banks having a short-term rating of P1 and, for the remainder, they were completed by a few acquisitions of medium term notes (NMTN). 3.3.5. Risk factors Credit risks Bpifrance Financement is exposed to the credit risk of customers to which it has provided a guarantee or a loan. Its outstandings primarily involve French Small and Medium-Sized Enterprises (SME). The large number of small exposures to many SMEs nevertheless allows for statistical management of the possible losses that makes it possible to more easily hedge the risk cost through appropriate remuneration. The credit risk indicators presented below (exposure, concentration, quality) are drawn from the appendices to the consolidated financial statements prepared using the IFRS reference base. Maximum credit risk exposure The maximum credit risk exposure of Bpifrance Financement was equal to €47,929.6 million on 31 December 2013, versus €43,170.8 million on 31 December 2012. This maximum credit risk exposure pertained to: the credit activities for €40,176.7 million at the end of 2013 versus €36,369.6 million at the end of 2012, the financial activities for €7,752.9 million at the end of 2013 versus €6,801.2 million at the end of 2012. The maximum credit risk contributions are the following: PLMT outstandings (Long and Medium-Term Loans): €11,972.1 million at the end of 2013 versus €9,849.7 million at the end of 2012, CBI outstandings (Real Estate Leasing): €3,740.0 million at the end of 2013 versus €3,380.4 million at the end of 2012, CBM outstandings (Equipment Leasing): €1,549.1 million at the end of 2013 versus €1,441.4 million at the end of 2012, FCT outstandings (Short-term financing): €1,899.8 million at the end of 2013 versus €900.2 million at the end of 2012, in addition to €2,301.4 million of commitments given. The commitments given pursuant to the guarantee amounted to €11.4 billion at the end of 2013. Concentration of the credit risks 2013 Bpifrance Financement Annual Report | 25 The risks with credit operations are currently concentrated on business sectors, i.e. services, industry and trade. As such, at the end of 2013, these sectors respectively represented 52%, 23% and 14% of the credit operation risks. The Bpifrance Financement counterparties linked to operations generating credit and counterparty risks in the balance sheet were primarily companies (€19,027.9 million at the end of 2013), central government agencies (€11,268.4 million at the end of 2013) and lending institutions (€1,314 million at the end of 2013). Quality of the credit risk The outstandings of Bpifrance Financement loans and receivables (interbank loans, PLMT, FCT, other, CBI and CBM) consisted of sound outstandings in the amount of €23,811.7 million at the end of 2013, versus €20,315.9 million at the end of 2012. Individually depreciated assets represented outstandings net of depreciation in the amount of €117.0 million at the end of 2013, of which €60.5 million relative to “services”, €31.4 million involving the “industry” business sector, and €17.5 million relative to “trade”. Detailed information relative to the credit risk is provided in note 8 of the appendix to the consolidated financial statements. The financial activity risks The counterparty risk on financial assets The counterparty risk on financial assets takes in the risk relative to interbank transactions and to securities transactions on the financial markets. The other securities transactions not falling into this perimeter (securities used for the portfolio activity and equity securities) are mentioned in Note 8.4 to the consolidated financial statements. According to this definition, the counterparty risk stood at €7,260 million on 31 December 2013, versus €6,168 million on 31 December 2012. This increase of €1.1 billion is primarily due to the ramp-up of the recruiting programme for bond resources (EMTN) in 2013, since a significant part of the fixed rate loans carried out within this framework have been the subject of rate hedging in the form of purchases of OATs with the same duration as the loans in question. Counterparty risks on 31/12/13 (in € millions) Counterparty category Financial assets at fair value through profit or loss Non-current assets available for sale Loans and receivables to lending institutions Held-tomaturity financial assets Total Central government agencies Lending institutions Companies 0.0 0.0 0.0 104.8 60.9 0.0 0.0 460.0 0.0 6,217.2 409.6 7,3 6,321.9 930.5 7.2 Total counterparty risks 0.0 2,0 165.7 25.2 460.0 6,634.1 7,259.7 27.2 71.0 27.9 72.9 218.8 Securities used for portfolio activity Investment securities Total financial income Distribution 87.1% 12.8% 0.1% 98.9 460.0 6,634.1 7,385.8 Given their nature and duration, the financial operations undertaken by Bpifrance Financement within this framework are almost exclusively carried out with government agencies (87%), primarily the French State, and lending institutions (13%). The few other counterparties are French public corporations. In view of the public nature of most of the managed funds, the emphasis is on the search for the greatest possible security of the transactions: the authorised counterparties have at least a rating of “A” as provided by specialised agencies, transactions involving derivative instruments are systematically the subject of collateral agreements, cash transactions are governed by strict duration rules. The result of this policy is that 91% of the outstandings consist of operations with counterparties rated Aaa and Aa1 (cf. Breakdown table of the other sound assets by accounting category, in note 8 of the appendices to the consolidated financial statements). The other financial assets, that are not considered to be counterparty risks, almost all relate to the venture capital activity, involving either directly consolidated companies (€27 million), or indirectly consolidated ones through UCITS units (€75 million). The balance of the securities (€24 million) consists of the other equity interests of Bpifrance Financement. The counterparty risk on derivative instruments Since transactions using derivative instruments are systematically covered by collateral, their residual risk is measured on the basis of a fraction of the notional rather than their value in the balance sheet; it is added to the counterparty risks on financial assets in order to measure the overall risk per counterparty. The overall counterparty risk is managed by means of a limit system based on the ratings assigned to each counterparty by specialised agencies. Counterparties are grouped into 8 categories, each of which has an associated limit for commitment amounts, calculated from an internal model, as well as a commitment duration limit relating to the future probability of default. The financial risks The market risk The market risk includes the risk of losses due to changing prices for market products, volatility and correlations. The liquidity of the assets is a fundamental component of the market risk. In case of insufficient or non-existent liquidity (for example after a decrease in the number of transactions or imbalance in the supply and demand involving certain assets), it may not be possible to sell a financial instrument or other disposable asset at its real or estimated value. The liquidity risk The liquidity risk consists of the risk that Bpifrance Financement may not be able to meet its obligations when they fall due. The liquidity risk is monitored as part of a liquidity risk management policy validated by the Financial Committee. This policy is based on management principles defined in order to apply to the current situation, on the basis of maintaining a permanent liquidity advance intended to deal with possible difficulties accessing market liquidity. The liquidity situation of Bpifrance Financement is assessed on the basis of internal standards, alarm indicators and regulatory ratios. Overall, the establishment measures its medium and long-term financing needs on the basis of the schedule of operations, new business hypotheses and outflow agreements for the transactions without maturities. On these bases, the financing stalemate is projected, which is expressed as stocks and flows. 2013 Bpifrance Financement Annual Report | 27 As on 31 December 2013, the liquidity ratio undergoing validation as part of the Basel III (LCR) regulations was estimated at 575 % (ALM file), which indicates a very satisfactory level of cash relative to the short-term maturities. Interest rate risk The interest rate risk consists of the risk that Bpifrance Financement may suffer losses caused by an unfavourable change to the interest rates, notably in case of an imbalance between the interest rates generated by its assets and the interest rates owed on its liabilities. The management of the Bpifrance Financement rate risk relative to the “Financing” business line is intended to minimise the impact of fluctuations of market interest rates on the net interest margin, both in terms of the short-term impact on the NBI (revenue risk) and of the present value of the future cashflows (price risk). Globally managed pursuant to regulation 90-15 of the Banking and Financial Regulation Committee, the exposure of Bpifrance Financement to revenue and price risks was lower than the authorised limits on 31 December 2013: A 1% increase of the money market rates over the next 12 months would have a negative impact evaluated at €6 million on the establishment’s net banking income. A -1% translation across the yield curve would result in a latent income reduction estimated at -€25.1 million. The exchange risk The exchange risk consists of the risk that Bpifrance Financement might suffer losses on the capital borrowed or loaned in currencies other than the euro. Bpifrance Financement can be exposed to risks related to fluctuating exchange rates between the various currencies. Bpifrance Financement carries out very few foreign currency operations, and these operations are hedged in order to reduce the possible risks. Their potential impact on the profit and loss statement is negligible. The risk related to the equity interests of Bpifrance Financement in the own funds of small and medium-sized companies As part of its financing activity, Bpifrance Financement is exposed to the risk of losses related to its direct or indirect investments in the own funds of small and medium-sized companies. On 31 December 2013, the exposure to this risk was equal to €27 million through the group’s consolidated subsidiaries, and €75 million through UCITS units. The other risks Operational risks (including legal, accounting, environmental, compliance and reputation) The operational risks include the risks of losses due to faulty procedures and internal systems, human error or external events, whether accidental or not. The internal procedures notably include the human resources and information systems. The external events include but are not limited to floods, fires, earthquakes, fraud and even terrorist attacks. The operational risks include the risk of government, legal or arbitration procedures or penalties. On the date of the present reference document, Bpifrance Financement is not aware of any government, legal or arbitration procedure that is having or has recently had significant effects on its financial situation or profitability. The risks with placed insurance policies In the amount of €200 million, all risks taken together, the insurance policies primarily cover the risks related to the Bpifrance group’s real estate assets, including specific risks (100-year flood risk) and the risks related to the security of its personnel: damage to property and to its content at the replacement value, professional and operating civil liability in the event of bodily injuries, property or immaterial damage caused to third parties. The above coverage is completed by a comprehensive information technology contract for the IT equipment, office automation and specific hardware, for a declared value of €12.4 million. This contract also includes an information reconstruction guarantee in the amount of €1 million, and an additional guarantee for supplementary operating expenses in the amount of €5 million. Strategic risks The strategic risks involve the risks inherent to the selected strategy or that result from the inability of Bpifrance Financement to carry out its strategy. The political and macro-economic risks, and the risks related to the financial circumstances specific to the countries in which Bpifrance Financement is active Bpifrance Financement is subject to risks of losses resulting from many unfavourable developments in political, economic and legal sectors, notably currency fluctuations, social instability, changes involving government or central bank policies, expropriation, asset confiscation and changes to the legislation relative to property rights. Regulated own funds and solvency On 31 December 2013, the solvency ratio of Bpifrance Financement was 12.89%. Solvency ratio: own funds and weighted risks (in € millions) Regulatory own funds including original own funds including complementary own funds(1) Weighted risks Credit risk Balance sheet items Off-balance sheet items (2) Operational risk Solvency ratio including original own funds (1) including: Guarantee fund Reserve funds Subordinate securities of indefinite duration Redeemable Subordinate Securities (2) including forward financial instrument 31/12/2012 31/12/2013 3,740.1 2,607.8 1,132.3 24,888.2 23,363.7 14,071.9 9,291.8 1,524.6 15.03 % 10.48 % 3,694.6 2,643.6 1,050.9 28,662.1 27,315.6 18,281.8 9,033.8 1,346.6 12.89% 9.22% 617.3 509.3 0.0 0.0 12.1 511.8 537.6 0 0 10.2 2013 Bpifrance Financement Annual Report | 29 The changes to the solvency ratio between 2012 and 2013 resulted from: an increase of the weighted risks primarily as a result of the significant increase of the co-financing outstandings; partially offset by the evolution of the numerator: - non-distributed net earnings taken into account in the original own funds - a lower contribution of the guarantee fund to the supplementary own funds Regulation concerning major risks The regulation concerning major risks imposes a declaration at the end of each quarter. 18 A major risk is a risk for which the weighted amount exceeds 10% of regulated own funds, but while necessarily remaining below 25% of these funds. Moreover, the risks relating to a single beneficiary must also be declared under the same conditions when all of the gross risks incurred as a result of the operations with this beneficiary exceed 19 €300 million . As the group’s legal set-up only occurred in the second half of 2013, only the risks of Bpifrance financement were declared on an individual basis up to 30/09/2013. The declaration submitted to 31/12/2013 applied on an individual 20 basis (Bpifrance financement) and on a consolidated basis (BPI-Groupe SA). To 31/12/2013 Bpifrance Financement Number of Major Risks 2 BPI-Groupe SA 1 Cumulative Major Risks 21.94 21 21.13 Prudential regulations applicable on a corporate basis From January to November 2013, the solvency ratio of Bpifrance Financement remained in excess of the regulatory standard of 100%. Calculated in compliance with the order of 5 May 2009 relative to the identification, management, measurement and control of liquidity risks, the Bpifrance Financement liquidity ratio stood at 206% on 31 December 2013. 3.3.6. Consolidated and corporate results of Bpifrance Financement The consolidated financial statements Since 1 January 2007, the consolidated financial statements of Bpifrance Financement have been prepared using the international accounting principles and methods set down by the IASB, i.e. the IFRS standards (International Financial Reporting Standards), as adopted by the European Union. The income statement The Net Banking Income amounted to €480.8 million versus €506.1 million in 2012. This decrease is the consequence of non-recurring elements booked in the guarantee sector in 2012, for nearly €23 million. They include the capital gains realised at the time of the assignment of securities backed by the guarantee fund in order to transfer the cash to AFT, as well as the proceeds booked upon the settlement of an old tax dispute. Excluding these elements, the 2012 NBI would have been €483 million. Regarding the guarantee sector, the average employed outstandings now stand at €11.7 billion, an increase of 4.8% despite the strong decline of the outstandings on the recovery plan funds that now only represent €0.6 billion. This increase resulted in a commission level of nearly €75.9 million, an increase of €3.4 million, but the commissions on 18 Regulation 93-05 of 21 December 1993 Instruction n° 2000-07 of 4 September 2000 Art. 3.1 of regulation 2000-03 21 As a % of regulated own funds 19 20 the Recovery plan funds still represented nearly 5%. The financial proceeds, for the share attributable to Bpifrance Financement, that are representative of the investment of financial assets primarily with the AFT, represent an amount of €6.3 million. Regarding the innovation sector, the generated NBI was marked by a decline of the operating resources, offset by the development of own resources and, exceptionally this year, by an adjustment that generated book value on an agreement with a partner. Regarding the financing sector, the activity level in 2013 relative to the medium and long-term financing proceeds were equal to €5 billion versus €4.7 billion in 2012, resulting in the average outstandings increasing to €16.3 million, thereby increasing the volume of the commercial margin (invoiced interest, incidental proceeds, commissions less the cost of the normative refinancing). Despite everything, this increase remains weaker than that of the outstandings, as a result of the growing share of the cost for access to a guarantee of funds. In 2013, the financing activity for the customer item also increased sharply with the set-up of the CICE, that completes the traditional activity. At €61 million, this activity’s commercial margin represents nearly 23% of the total margin. The growth capital activity, through Avenir Entreprise and Avenir Tourisme, is stable at €4.8 million. The refinancing conditions, benefiting from the guarantee given by the EPIC, made it possible, once again this year, to generate additional financial proceeds. The operating expenditures (personnel expenses, day-to-day operations and investment expenses) amounted to €297.2 million, a slight increase of 2.5% relative to 2012. The operating ratio, at 61.8% versus 57.2% in 2012, is exceptionally low. The collective provisioning on the cofinancing activity notably includes sector-based provisions that cover the risk of the deteriorating solvency of customers that are active in business sectors that are particularly exposed to the economic crisis. On these bases, the net risk cost amounted to €75.8 million for 2013. This included an allowance for collective and sector-specific depreciation of €36.4 million and a higher risk cost on individual operations by 18% to €39.4 million, in line with the increase in the average outstandings. The group share of net income amounted to €58.7 million. The balance sheet The balance sheet total amounted to €34.7 billion, an increase of €4.8 billion. The financial structure has consolidated over the course of recent years. The pre-results group share of shareholders equity represented €2.7 billion at the end of 2013. The doubtful loans net of impairment represented 3.1% of the customer outstandings. The gross doubtful loans were 28.5% provisioned. The total impairment amount stood at €839.1 million, representing 3.4% of the total outstandings. The net amount of innovation financing aid was equal to €614.9 million after €663.9 million of collective depreciation. The corporate financial statements The individual financial statements are prepared in compliance with the provisions applicable to lending institutions according to the French standards. Contrary to the consolidated financial statements drawn up in financial accounting, corporate financial statements place greater emphasis on the legal nature of the lease: real estate is depreciated according to the methods allowed under tax law (straight-line depreciation, diminishing balance method, or even progressive or specific to the SICOMI treatment, depending on the case), 2013 Bpifrance Financement Annual Report | 31 all the rents and charges associated with the default of the lessee are recorded as NBI. The net earnings determined in this manner amounted to €12.8 million, thereby generating a change of the latent reserve on leasing operations of €42.8 million. At the end of 2013, the balance of the inventoried accounts payable was equal to a total of €12.4 million. This amount involved invoices for overhead costs for €0.1 million and invoices relative to leasing operations for €12.2 million. Regarding the payment timeframes for suppliers, Bpifrance Financement complied with the provisions of article L4416 of the Commercial code. 3.3.7. Outlook for 2014 The financing of investments and of the operating cycle For 2014, an intervention capacity of €5.25 billion for medium and long-term financing is anticipated. For classical long and medium-term financing, stability at €3.6 billion is expected, as a result of increasing interventions in industry and energy-environment for the business sectors in question, along with stability with regard to leasing. On the other hand, Development Loans are targeting a very strong increase to €1.65 billion, in order to finance the immaterial in a context of resuming investments. This intervention level will be made possible, in addition to the State’s endowments, by the ones from the Commissioner General for Investment, thereby allowing Bpifrance Financement to launch new products such as the Digital, Green and Robotics Loans, etc. In 2014, Bpifrance Financement will have to ramp up its role in the pre-financing of the CICE (Competitiveness and Employment Tax Credit), the rate of which is increasing from 4% to 6%. Short-Term Financing, that saw strong growth in 2013 (€50 million of Net Banking Income), should repeat its good performance while further developing the volume of transferred receivables and the usage rates, as well as through a new offer that specifically targets receivables originating abroad. Guarantee and financing delegated to banks The guarantee activities are expected to remain stable at €3.5 billion. In addition to the classical funds (creation, transfer / buy-out, development…), banks will also be able to rely on two new funds set up as part of the National Growth, Competitiveness and Employment Pact, in favour: Cash Strengthening and Pre-Financing of the CICE (Competitiveness and Employment Tax Credit). With regard to the financing activities delegated to banks, the current range (Company Start-up Loan and the zerorate Restaurant Modernization Loan) will be completed by a Social and Interdependent Economy (French acronym: ESS) Loan. After a very good year, the projected activity of Bpifrance Régions is equal to €220 million for 2014. Innovation The Innovation Financing activity is at the heart of the NOVA plan, and must meet several challenges in terms of activity and economic model. In 2014, 30% growth is anticipated, notably thanks to reloading of the regional individual aid and its multiplying effect. Moreover, handling charges on the individual aid and collaborative programmes, from 1% to 3%, are in the process of being implemented. The objective in 2014 is to complete the project begun in 2013, and to launch new initiatives in line with the NOVA plan. Regarding simplification, in addition to improving the processes of the collaborative programmes, measures have been taken with regard to the individual aid tools in order to simplify the application file for innovation assistance. The objective is to make it easier to file applications, by proposing a single framework for applying for innovation assistance. Similarly, there will henceforth be only one file for the innovative company qualification, and a customer extranet is being created specifically for the filing of applications for innovation assistance. Regarding support, the public innovation players have worked together in order to launch, on an experimental basis, a “French Tech Pass” offer. The objective: to encourage the development of very high-potential companies (in the digital sector during the test phase) by providing them with priority, accelerated and exclusive access to premium services from the main players in economic development aid. This experiment will be led by a limited number of regional players, before being extended in 2015 in the event that it proves to be successful. 2014 will also be the first year of the Ubi I/O accelerator, with 8 innovative start-ups going to San Francisco for 10 weeks starting in May, in an effort to establish themselves on the American market. Regarding financing continuum, several initiatives targeting better non-technological innovation financing will be implemented. The kick-off of the New Entrepreneurs Market, prepared with the MRP, is expected in March 2014, with the objective of supporting in the area of 300 projects with up to €30,000 per project. Additional resources will also be allocated to non-technological innovations via a programme of €120 million available as of 2015, as part of the “Investing in the Future” Programme. In 2014, initial social innovation projects will also be financed in partnership with the first candidate regions. In Q1 2014, Bpifrance will complete its range of intervention tools with 2 new types of loans: the Innovation Loan (IL) that allows innovative companies to finance the fundamental step of moving the project from research to industrial production, while covering the material and immaterial innovation expenses, and the Innovation Priming Loan (IPL) that allow companies that have just completed a round of fundraising to obtain a loan in an amount equal to 50% of what they have raised (up to €500,000), repayable after two years. Moreover, the ceiling of the Participatory Seeding Loan has been raised to €200,000, with participation by the region. 3.3.8. Report on Corporate Social Responsibility (RSE) The general economic interest task of Bpifrance Financement was reasserted and strengthened by the creation of the Bpifrance group, in the service of the financing and development of companies, while providing support to the public policies carried out by the State and by the Regions. For the second consecutive year, the establishment is reporting on the actions carried out and the orientations adopted in order to better consider the social, environmental and societal consequences of its activity. In terms of methodology, the covered perimeter is that of the subsidiaries consolidated for accounting purposes using 22 full consolidation . The subsidiaries in question have no personnel and dedicated premises, as the human and technical means are made available to them by Bpifrance Financement. These subsidiaries perform technical or portfolio activities with no new activity, with the exception of Bpifrance Régions. AUXI Finance owns the head office building in Maisons-Alfort, while the SCI “OSEO”, owns certain of the regional facilities of Bpifrance. Insofar as necessary, clarifications are provided to certain communicated information or indicators, when they relate to a different perimeter or include specific features. 22 Cf. Note 7.2 Equity interests and subsidiaries from the individual financial statements 2013 Bpifrance Financement Annual Report | 33 Responsible governance The chairman of the board of directors of Bpifrance Financement reports on the conditions for the preparation of the Board’s works, as well as the composition of the committees placed under its responsibility. This report highlights the conditions for the responsible performance of the Board’s works, that rely on the preparatory works of the business line, audit and risk committees; balance between the representation of the two main shareholders and of independent directors is ensured within the Board and within these committees. The rules of procedure, that describe the operation and prerogatives of the Board of directors and of the committee, also include a director’s charter that provides the duties of the latter, notably with regard to attendance, presence, confidentiality and ethics. Finally, the presence of women within the Board of directors (5 directors out of 12) was strengthened at the time of the modification that occurred after the legal set-up of the Bpifrance group. The governance bodies of the subsidiaries are regularly convened in order to vote on, pursuant to the legal, regulatory and statutory provisions, the agenda provided to their members, who represent the shareholders in the various categories including, for Bpifrance Régions, representatives of all four regions and one representative of the ARF. The internal control and risk control system complies with regulation 97-02 from the Consultative Committee on Legislation and Financial Regulations; it firstly includes the permanent control system that is the responsibility of the senior managers, management and Risks Permanent Control Department (French acronym: DCPR), and, secondly, the periodic control system implemented by the General Inspection – Audit service. The employees working within the Bpifrance Financement group, hereinafter referred to by convention as Bpifrance Financement, are made very aware of risks, by: the ethics charter that reiterates and defines the applicable rules in terms of confidentiality and professional secrecy, integrity, loyalty and professionalism, as well as conflicts of interest; the training regarding the efforts to combat money laundering and terrorist financing, strengthened by the set-up of an e-learning module that was used by nearly 57% of the employees in 2013; the interventions of the Internal Control departments during training sessions; a system of decision delegations structured by sector and risk level, as well as decision-assistance tools. The establishment uses a sustainable purchasing policy (eco-labelled paper, energy-saving copiers, fleet of vehicles producing less than 150 g of CO2), and its aim is to continuously improve its environmental footprint. In view of the nature of the activities, the recourse to subcontracting is marginal; the contracts signed with suppliers reiterate the regulatory provisions with regard to working conditions and protecting the manpower, as well as environmental protection. No specific action was initiated in support of human rights. Strong relations with stakeholders The activities of Bpifrance Financement are carried out against a backdrop of many and varied relations with all of the stakeholders, in support of the national and regional public policies, and in partnership with all players of the economic community. The directors and qualified persons sitting on the board of directors and within the business line committees represent the shareholders, partners, companies and some of their organisations, as well as the establishment’s employees. The relations with customers and partners are structured by the decision to set up shop in the regions, as close as possible to the public and private customers and partners. The website Bpifrance.fr provides the community with qualified information, it provides orientation to companies or project backers, and provides a means of reaching out to identified contacts, by dematerialized means or by mail; the development of online communication and management tools is continuing, with, for example, the Regional Services Portal. With its 3000 entrepreneurs, the Bpifrance Excellence community provides growing companies with a voice, notably thanks to the regularly performed polls on topical subjects or concerns. The regulatory obligations in terms of the preparation and transmission of documents to supervisory authorities and rating agencies are strictly respected, and the latter consulted whenever necessary. On the internal website, employees are provided with continuous information on the life of the company and its activities, while also having access to an area and tool dedicated to human resources, along with identified contact persons. Moreover, the personnel representative bodies and trade union organisations actively participate in the social dialogue. Finally, meetings and exchanges with institutes and universities make it easier to welcome and integrate trainees, apprentices and students on work-study programmes, while thereby helping with their integration into professional life. A strong societal impact In 2013, Bpifrance Financement performed its activities while carrying on from the past and with new momentum due to the creation of the Bpifrance group, “in the service of the financing and development of companies, while providing support to the public policies carried out by the State and by the Regions”. The decentralisation of the activity to the regions continued, with a distribution of the network/head office staff that strengthens the proximity and trusting relation with the regional authorities and the public and private actors that provide companies with support and financing. As such, more than 90% of the financing decisions are made in the regions. The provisions for the partnership with the regions have been reviewed with each of them, in order to formalize new master agreements that reassert the importance of the relationship and that define the operational cooperation links that will be implemented in order for the actions of the Bpifrance group to align with the regional economic development strategy. In the tense economic context of 2013, the continuum of the support offer for companies from Bpifrance Financement, the policy for systematic intervention as part of a partnership with private or public actors in the financing of companies, and the establishment’s decentralised organisation, as close as possible to the needs of companies and partners, made it possible to provide companies with unprecedented support: more than 90,000 companies received support from Bpifrance Financement, an increase of 8% relative to 2012, for an amount of risks covered by the establishment of €18.5 billion, an increase of nearly 16%. The sustainability and growth potential of the companies have been strengthened by this, employment has increased and the social cohesion of the territories has been maintained. The major stakes (Ecological and Energy Transition, sectors of the future such as the digital conversion, health and the economy of the living world) are taken into account in the development of the offer of products and services intended for companies (Digital loan, LICC, Innovation Loan), while the classical products that provided their support have been maintained (finance lease, loans, innovation support). The support actions for companies notably build on the results of the polls performed with members of the Excellence network, and on meetings within the framework of national or regional events. Moreover, the networking site for SMEs and EuroQuity capital investors continued its development with e-pitches being placed online every fourth Thursday of the month and, internationally, with the renewal of its partnership with KfW in December, and lastly by now being open to the European Union Member States. 2013 Bpifrance Financement Annual Report | 35 Social information Employment – Equal treatment In 2013, Bpifrance Financement continued its dynamic hiring policy that focuses on rebalancing the human resources between the network and the head office, and while devoting attention and sustained means to the development of its employees, the quality of their working conditions and their safety. On 31 December 2013, the total personnel, for which the average age is under 45 years, therefore increased from 23; 1804 to 1839 employees, all of whom are working in France, and nearly 99% on permanent contracts on average, 82% of them have executive status. The departures, slightly lower than in 2012 (86 versus 88, of which 80 on permanent contracts versus 84), only included two layoffs (11 in 2012). The turnover rate due to dismissals remains low, at 1.12%, which provides confirmation of the benefits of the internal promotion and talent retention policies. 114 new hires on permanent contracts were carried out, increasing the renewal of this staff to 6.37% versus 5% in 2012. More than one third of these new hires were young people under 25 years of age, who will be working both in the network and in the head office. The partnership between the establishment and schools and universities, resulting in an increase in the number of students on professionalization or apprenticeship contracts, from 70 to 74, provides young people with an initial corporate experience, and facilitates their integration into professional life, while providing Bpifrance Financement with a recruiting pool and talent incubator. The gross annual compensation, i.e. €95,425,342, increased by 2.61%. It includes, for certain positions, variable compensation components that are based on criteria of qualitative and quantitative objectives. The objective of rebalancing the human resources between the network and head office (60/40), intended to strengthen the establishment’s proximity with its stakeholders in the region (companies, partners), has almost been reached, and now stands at 57/43. The establishment, that carries out its activities in France in compliance with the legal and regulatory obligations, accordingly respects the rules for combatting forced labour and child labour, and actively works to combat discrimination of all kinds, while complying with the fundamental conventions of the International Labour Organisation, by: regularly raising the awareness of its human resources management teams; the agreements signed with the social partners, and notably the intergenerational agreement signed in 2013, which completes the ones already in place, notably in terms of professional equality between women and men and the employment of handicapped personnel, in order to ensure that the interests of all personnel categories are taken into account; training, which includes offers relating to preventing discrimination and to recruiting and integrating handicapped people; the awareness-raising actions include conferences at the head office, participation in the handicap week, information and an e-learning module available on the intranet. Work organisation – Health and safety The theoretical weekly schedule is 37.5 hours, and the annualized average workweek is 35 hours. More than 77% of the staff members are subject to a flat-rate number of days worked, basically the same as in 2012, while the other 23 Excluding secondments employees use variable schedules. It should be noted that the number of part-time employees fell, from 550 people on 31 December 2012 to 521 on 31 December 2013. The average number of days of annual holidays taken per employee, excluding the Time Savings Account, was stable in 2013; a rather insignificant increase in the average number of sick leave days - excluding long-term illnesses - was noted, from the very low figure of 2.89 days to 3.67. The occupational healthcare service provides clinical examinations for all employees at the head office and in the network’s various sites. No occupational illnesses were recorded in 2013, versus 2 in 2012, and 26 accidents, of which 3 with sick leave, were reported versus 36 in 2012. The accidents occurring within the company dropped from 15 to 8, thereby decreasing frequency rate of accidents with sick leave from 3.18 to 0.95, and the severity rate from 0.06 to 0.01. No new agreement with regard to occupational health and safety was signed. The expenses devoted to improving the working conditions amounted to €10,077,304, versus €7,346,200 in 2012; this increase of more than 37% can notably be explained by the extension costs for six regional departments, the development of two network departments, and of the relocation of one of them. The safety-related expenses also increased significantly, from €760,177 to €1,015,576 in 2013, primarily as a result of works. Social relations Signed in February 2011, the agreement relative to social dialogue and the status of the personnel representatives within Bpifrance Financement defined the framework for the terms of office of the personnel representatives, the resources allocated to the personnel representative bodies and the elements that ensure the personnel representative’s recognition and career development. The social dialogue was more intense in 2003 than in 2012, against the backdrop of the set-up of Bpifrance, and it resulted in the signing of 8 agreements, including an agreement relative to the social construction of Bpifrance and an inter-generational agreement. Training Bpifrance Financement devotes the greatest possible importance to the evolution and training of its employees, throughout their careers. Each year, the training plan is adjusted after consultations with the operational departments and the works council; more than 82% of the employees attended at least one training session in 2013 (versus 80% in 2012) and 38,996 training hours were provided, an increase of 3.4%, for an overall investment of €4,638,772, a slight decrease relative to 2012. Provided by trainers and experts, 81% of these training sessions related to arrangements considered to be “workstation adaptations, evolution, continuing employment” and, with the other 19% relating to so-called “skills development”. The employees also had access to other arrangements related to the training plan: DIF, validation of the gains of experience, diploma-granting training, CIF… 2013 Bpifrance Financement Annual Report | 37 SOCIAL INFORMATION APPENDIX Personnel growth to 31 December Total personnel Of which permanent contracts * 24 *Of which FTE Of which seconded permanent contracts Of which women Of which men Of which executives % of executives Of which non-executives 2013 1839 1820 2012 1804 1790 1711 13 1157 682 1504 81.8% 335 1675 10 1125 679 1457 80.7% 347 New hires on permanent contracts 2013 2012 total of which < 25 years total of which < 25 years 114 39 92 29 Renewal of term contracts 2013 2012 Permanent staff in 2012 Renewal Permanent staff in 2011 Renewal 1790 6.37% 1777 5.18% Departures excluding secondments Number 85 2013 Of which permanent contracts 79 of which layoffs Number 2 88 Amount of the wages 24 2012 Of which permanent contracts of which layoffs 84 11 25 2013 2012 Change 95,425,342 93,000,326 2.61% Number of permanent contracts, term contracts, including seconded and unpaid leave, full-time or part-time as on 31/12/2013*, excluding CFC and trainees, 25 Gross corporate wage bill of the DADS Age and sex of employees in 2013 Network / Head Office distribution 2013 2012 network head office network head office 1054 785 1004 800 57% 43% 56% 44% 26 Turnover 2013 Permanent contract Permanent staff resignations 2012 20 1,790 in Turnover 1.12% Permanent contract resignations 15 2012 Permanent staff in 2011 1777 Turnover 0.8% Work organisation 2013 2012 35 hours 35 hours Theoretical weekly schedule 37.5 37.5 Number of employees with variable schedules 412 436 Number of flat-rate employees 1414 1358 1826 1794 521 550 Annualized average workweek Total Permanent contracts – Term contracts Number of part-time employees 28 27 26 Permanent contracts excluding secondments Excluding secondments and work-study students Permanent contracts and term contracts 27 28 2013 Bpifrance Financement Annual Report | 39 Meetings of the personnel representative bodies 2013 2012 Works council 15 13 Personnel delegates 12 12 Trade union organisations and trade union delegates 26 25 Health and safety committee 12 7 Amount of the expenses 2013 4,638,772 2012 4,555,475 % of the payroll Number of training hours Number of trainees % of the total personnel 4.86% 38,996 1,564 82.32% 4.93% 37,726 1,456 80.7% Training Environmental information The impacts of the tertiary activities carried out by the establishment primarily originate with the real estate locations in which they are performed, employee travel and paper consumption. Wishing to manage the identified impacts of its activities as well as possible, Bpifrance Financement has a General Means Department in charge of managing the facilities of the head office and network, as well as the logistics (purchasing of consumables, vehicle fleet, travel…). This centralised steering, coordinated with the departments, ensures uniformity and compliance with the defined policies, while optimising the choices that are made for the benefit of all stakeholders in question; as such, measures have been taken in order to prevent and limit the activity’s effects in terms of pollution (catalogue of the vehicle fleet, professional travel policy) and waste management (for the head office: selective sorting of the garbage cans in the offices and company restaurant), in order to better control the usage of resources (water installation at the head office), while steering tools may also be progressively implemented in order to monitor the environmental impacts. Given the nature of the activities carried out, the risks of adverse noise effects, or relative to biodiversity and land use are not significant, and no specific measures have been taken. No provision or guarantee for environment-related risks has been set up or given. The General means department monitors various indicators, still few in number in 2013, with regard to the ones 29 resulting from the real estate installations at the head office, which accommodates 43% of the staff, i.e. 785 people . As on 31 December 2013, 38 other facilities accommodate the 1054 employees looking after the network-related activities, working with the customers and partners for the set-up, study and management of operations. These facilities will be completed in 2014 by new sites within the overseas territories. Within a perimeter that is still to be defined, the measurement of the impacts will be extended regionally to some of these sites in 2014. The awareness-raising of the head office employees, resulting from a booklet presenting the certified building and the installation of selective sorting garbage cans in the offices and company restaurant, will be extended to the sites in question. The qualification initiative launched in 2012 for the head office building, known as Le Vaisseau in Maisons Alfort, resulted in the certification “NF Bâtiment Tertiaire en Exploitation – Démarche HQE” being obtained in 2013. 29 This staff performs its activities in the head office building and in the attached rental premises; in the absence of the distribution and measurement of the impacts of the rented premises, the indicators for the head office will be related to the total personnel. After the measures taken in 2012 to improve the building’s energy efficiency, relative to recycling and waste disposal, and to reducing the water consumption, the General Means Department decided to carry out, under the best possible conditions in terms of timeframe and for accommodating the personnel, extensions and changes to the sites generated by the creation of Bpifrance. The measures taken in order to prevent environmental risks and pollution involve continuing with the rigorous maintenance programmes for the installations (fuel oil tank, hydrocarbon separator for runoff water from the car park, air cooling towers, analysis of indoor air quality). The real estate management improvement programmes, intended to reduce the environmental footprint at Le Vaisseau, will be resuming in 2014, notably with changes to the sanitary facilities and to the Building Technical Management, that will optimise the control of the lighting and temperatures. At the same time, a reflection was initiated firstly in order to enhance, in 2014, the awareness of the personnel relative to environmental issues and, secondly, with regard to the new improvement measures that will be implemented. The establishment uses 84% of the building that contains the head office, known as “Le Vaisseau”, that is indirectly 30 owned by Bpifrance Financement . The building’s energy consumption indicators, as well as the associated indicators of CO2 emissions, water and waste production as shown below have been determined for the share of the building’s usage by Bpifrance Financement. The consumption of fuel oil is not significant, and therefore not included in the calculation. The energy consumption in kWh includes 84% from electricity and 16% from city gas, with stable volumes from one year to the next: ENERGY AT LE VAISSEAU Bpifrance Financement recorded energy consumption (kWh) 2013 2012 Change 4,827,479.26 4,805,895.42 0.45% Two thirds of the CO2 emissions result from electricity consumption, and one third from gas consumption: the figures are virtually stable, with an increase of 0.7%: CO2 EMISSIONS AT LE VAISSEAU CO2 emissions related to the recorded energy use31 2013 2012 Change 483,775.61 480,416.49 0.7% The water consumption figures increased by more than 9%, despite the installation of low flow faucets in 2012, as a result of the works carried out in the IT rooms, which require significant cooling generation. WATER AT LE VAISSEAU Recorded consumption in M 3 2013 2012 8831 8095 Change 9.1% 30 For the 2013 fiscal year, it is considered that all head office staff are attached to Bpifrance Financement, with no differentiation in the share of the personnel of the Investment subsidiaries present within the premises over a period of two months. 31 These data correspond with the collected data on the electricity and gas consumption, to which the transformation coefficients have been applied; the CO2 emissions resulting from the gas consumption take into account an average altitude coefficient of 1.24. The consumption of fuel oil is not significant, and therefore not included in the calculation. 2013 Bpifrance Financement Annual Report | 41 The volume of produced waste dropped by 12.4%, essentially due to the absence of waste relating to maintenance and works in 2013. The business waste data changed only slightly, but downward, with the measures taken in 2012 in order to decrease such waste having had an immediate impact on the volumes. Waste Type of waste (in tonnes) 2013 2012 Change 182.37 185.32 -1.6% Maintenance waste 0 0.74 Works waste 0 22.24 182.37 208.30 Business waste Total -12.4% As a result, the reclamation percentages changed appreciably, with the material / energy reclamation being almost balanced. % of waste reclamation at LE VAISSEAU 2013 2012 Materials 52 28 Energy content 48 72 The establishment’s general means look after buying paper and monitoring its consumption, as well as all travel and vehicle fleets, which thereby makes it possible to measure the related impacts across the entire territory and involving all personnel. Paper consumption 32 remains stable (+1.05% versus a total staff increase of 2%). Paper consumption 33 (tonnes) Bpifrance Financement 2013 2012 Change 126.81 125.49 1.05% Finally, CO2 emissions resulting from professional travel increased slightly when considered against the activity increase in 2013. CO2 emissions (in kg) Bpifrance Financement 35 TRAIN AIRPLANE CAR 32 34 2013 13,795 2012 15,038 Change 4% 201,791 1,323,950.65 193,604 1,238,444.72 4% 7% Tonnages ordered per year, Suppliers source, printing and copying paper; are therefore excluded, notably letterhead paper, paper intended for communication documents (brochures) and the paper for works entrusted to printers 33 Printing and and copying paper, excluding letterhead paper and works entrusted to printers 34 Excluding usage of personal vehicles, rentals or taxis, and excluding travel by rail excluding SNCF, and by air, excluding Air France/KLM 35 The obtained 2012 indications that assessed the CO2 emissions at 36,610 kg of CO2, were incorrect. 3.3.9. Legal information Group perimeter EPIC BPI Groupe Caisse des Dépôts 50% 50% Bpifrance Banking Institutions 10% 90% Bpifrance Bpifrance Financement Participations 99% 1% Regions 100% Bpifrance Régions 100% Bpifrance Investissement 2013 Bpifrance Financement Annual Report | 43 Main equity interests A detailed table of subsidiaries and non-consolidated investments is included in the notes to the financial statements. The following are the operations carried out by Bpifrance Financement in 2013, for which the amounts were significant: 1°) Absorption of OSEO Industrie, by transfer of all assets and liabilities, 2°) Reclassification of equity interests as part of the creation of Bpifrance Purchase from BPI-Groupe of its 46% equity interest in the capital of Bpifrance Régions contributed to BPIGroupe by the Caisse des Dépôts, in the amount of €6.8 million, Purchase from BPI-Groupe of its 41.5% equity interest in the capital of SOGAMA Crédit Associatif, a mutual surety company in the social economy and solidarity sector, in the amount of €6 million. 3°) Operations within the compartments of the AVENIR ENTREPRISE DÉVELOPPEMENT FCPR (venture capital mutual fund) that was created in 2008 to group the equity interests of OSEO and of the Caisse des Dépôts within common venture capital structures: transfers in the amount of €4.9 million from compartment 2 that accommodated the equity interests of the SCR AVENIR TOURISME, to compartment 4, which is the vehicle for new operations, amortisations of units in the amount of €9.3 million of compartment 4, which is the vehicle for new operations, cancellation of unpaid units of compartment 4 in the amount of €1.6 million. 4°) Acquisition of a 34% equity interest in the capital of GRAS SAVOYE - Auxi Assurances, a company in this insurance brokerage group dedicated to insurance operations involving the beneficiaries of OSEO credit operations. Compensation of corporate officers (In euros) 2012 Name Title Compensation Compensation Benefits fixed Variable (1) in kind (2) TOTAL €481,565.62 François Drouin Chairman and Chief Executive €343,975.44 €137,590.18 Joël DARNAUD Executive Vice President €188,590.20 €55,319.60 €16,823.20 €260,733.00 Arnaud Caudoux Executive Vice President €172,874.40 €50,133.60 €5,284.61 €228,292.61 Laure Reinhart Executive Vice President €151,919.88 €50,133.60 €2,646.72 €204,700.20 In all, the compensation paid to directors during fiscal 2012 was equal to €1,175,000. (In euros) 2013 Name Title Compensation Compensation Benefits fixed Variable (1) in kind (2) TOTAL François Drouin Chairman and Chief Executive until 3 June 2013 €146,189.56 €241,025.00 (3) Joël DARNAUD Executive Vice until 12 July 2013 President 101,128.08€ €61,457.00 €9,462.12 €172,047.20 Arnaud Caudoux Executive Vice until 12 July 2013 President €92,700.76 €56,335.00 €2,794.71 €151,830.47 Laure Reinhart Executive Vice until 12 July 2013 President €80,913.85 €49,507.00 1,596.73€ €132,017.58 €387,214.56 (1) Awarding and painting criteria determined by the State, following a proposal from a compensation committee. (2) The benefits in kind consist of company cars or housing. (3)Relative to 2012 and 2013. In all, the compensation paid to directors during fiscal 2013 was equal to €843,000. Moreover, Nicolas Dufourcq, General Manager of the SA BPI-Groupe and Chairman and Chief Executive of Bpifrance Financement, the only director as of 12 July 2013, received compensation of €188,888.87. This compensation was paid by the SA BPI-Groupe. The directors do not receive directors’ fees in respect of the offices that they hold with companies within the group. Summary table of the delegations of competence granted by the General Meeting to the Board of Directors with regard to capital increases In compliance with article L225-100 of the [French] Commercial code, the management report includes an appended summary table of the currently valid delegations granted by the General Meeting of the shareholders to the Board of Directors relative to capital increases, in application of articles L225-129-1 and L225-129-2. The table indicates the usage of these delegations during the fiscal year: Date of the General Meeting Extraordinary General Meeting on 02.03.2012 Extraordinary General Meeting on 02.03.2012 Nature of the delegation Article L225-129-2: Authorisation given to the Board of Directors to carry out a capital increase in cash in the maximum amount of €513,638,106.50 reserved for the owners of the shares comprising the company capital. Article L225-129-6 sub-para.1: Authorisation given to the Board of Directors to carry out a capital increase in cash in the maximum amount of 3% of the capital on 31 December 2011, reserved for the members of a company savings plan or of a group savings plan, as part of the aforementioned capital increase, the realisation of which is delegated to the Board of Directors. Duration of the delegation Twenty-six months, i.e. until 01.05.2014 Usage during fiscal 2013 No Twenty-six months, i.e. until 01.05.2014 No * The currently valid delegations are shown above, as is their usage during fiscal 2013. On the General Meeting of 2 March 2012, the shareholders delegated to the Board of Directors, in keeping with article L225-129-2 of the Commercial code, its competence with regard to deciding on a capital increase in cash for 2013 Bpifrance Financement Annual Report | 45 Bpifrance Financement, in a maximum amount of €513,638,106.50, as part of the creation of its subsidiary OSEO Industrie. As part of this delegation of authority, and in compliance with article L.225-129-6 sub-paragraph 1 of the Commercial code, the General Meeting also voted on a draft resolution for the purposes of carrying out a capital increase reserved for the employees. These two delegations of authority were not used during the fiscal year of 2013 and there are no plans to use them in the future, as OSEO Industrie was the subject of a transfer of all assets and liabilities in September 2013. Ratification proposal for the co-optation of three new directors As result of their resignation from their directorships of the companies SA BPI-Groupe, Bpifrance Régions and OSEO Industrie, the Board of Directors meeting on 12 July 2013 co-opted, as replacements for the latter: Mrs. Catherine HALBERSTADT, General Manager of the Banques Populaires du Massif Central. Mrs. Marie Christine LEVET Associate Director of JAINA Capital, investment fund specialising in the development of high growth Internet companies (e-commerce, advertising, media…) in Europe, the US and Israel. Mr. Jean-François ROUBAUD, Chairman of the CGPME (Confédération Générale des Petites & Moyennes Entreprises). The General Meeting on 14 May 2014 is asked to ratify these co-options. The additional information elements regarding these persons subsequent to article R 225-83 of the Commercial code have been made available to the shareholders under the conditions indicated in articles R 225-88 and R 225-89 of that same code. Agreement signed in 2013 under the terms of articles L 225-38 et seq of the Commercial Code Assignment contract between Bpifrance Financement and Bpifrance Investissement Authorised by the Board of Directors on 29 November 2013 and signed on 11 February 2014, this agreement is intended for the acquisition of the securities held by Bpifrance Financement within Bpifrance Investissement Régions for the benefit of Bpifrance Investissement. Capital increase of Bpifrance Financement I Reasons for the capital increase 1. As an extension of the contribution made by the Caisse des Dépôts to the SA BPI-Groupe of shares of Bpifrance Régions (46.49% of the capital), on 12 July 2013, and subsequent to the favourable opinion from the Bpifrance Financement audit committee in its meeting on 20 September 2013, the Bpifrance Financement Board of Directors authorised, on 18 December 2013, the acquisition for its benefit of these Bpifrance Régions shares. This operation will be carried out using the contribution value determined on 12 July 2013, i.e. €6,792,151.81. After this operation, Bpifrance Financement will hold nearly 99% of the company’s shares, with the balance remaining in the hands of CMGM, Local authorities and Directors. 2. Moreover, as part of the Shareholders’ Pact for BPI-Groupe, signed on 25 June 2013 at the time of the creation of the BPI group, it was decided that the SA BPI-Groupe would acquire the equity interest of the Caisse des Dépôts in the SOGAMA capital. The condition precedent for this acquisition was firstly the authorisation of the Prudential and Regulatory Control Authority, and secondly the approval of BPI-Groupe in its capacity as shareholder, in compliance with the provisions of the SOGAMA Shareholders’ Pact and Articles of incorporation. Given that this is an activity with close links to the “Guarantee” business line, a proposal was made to the Bpifrance Financement Board of Directors, on 18 December 2013, and accepted, that it should authorise this acquisition by Bpifrance Financement, in the name and place of BPI-Groupe, which will include signing the SOGAMA Shareholders’ Pact, as anticipated on 25 June of last year. This operation will be carried out using the value determined by the BPI-Groupe Shareholders’ Pact of 25 June 2013, namely €6,010,910.78. 3. Finally, the BPI-Groupe Shareholders’ Pact of 25 June 2013 indicated that as part of the sums released – for up to a quarter – on the date of the performance of the SA BPI-Groupe capital increase of €3,066,000,000, a sum of €20,000,000 will be allocated to the subscription by the SA BPI-Groupe as part of a capital increase of Bpifrance Financement. Also, as previous indicated, the sum of €6,010,910.78 has been allocated to the acquisition of SOGAMA Crédit Associatif, by the SA BPI-Groupe. Pursuant to these three operations, the Bpifrance Financement Board of Directors proposes to the General Meeting to initiate a capital increase for Bpifrance Financement reserved for the SA BPI-Groupe in the amount total of €32,803,062.59, corresponding: - with the initially envisaged capital increase of €20 million, plus €6,010,910.78 in order to allow the acquisition of SOGAMA, in the name and place of the SA BPIGroupe, plus €6,792,151.81 in order to allow the acquisition of the SA BPI-Groupe equity interest in Bpifrance Régions. II Valuation of the Bpifrance Financement shares (estimate on interim financial statements to 31.12.2013) The shares of the Bpifrance Financement company are valued using the same method as the one used upon the creation of Bpifrance, i.e. the corrected net assets. The amount of the Group share of consolidated shareholders equity as on 31 December 2013 is equal to €2,712,456,735.69, on the basis of the financial statements that are on this day presented for the approval of the ordinary general meeting. The unrealised capital gains net of taxes on the non-operating buildings (offices leased to the ANSES and housing leased to the personnel) can be estimated at €6,872,820.62, which results in the company being valued at €2,719,329,556.31 as on 31 December 2013, i.e. 93,829,906 shares (total number of shares less the 27,692 treasury shares), with the value of the share being €28.98. III Operation provisions Given the amount and extent of the operation, the proposal is made to carry out a capital increase in cash while cancelling the pre-emptive subscription right only for the benefit of the SA BPI-Groupe, that holds 90% of the capital of Bpifrance Financement. On the basis of valuation of the share at €28.98, the issue will involve 1,131,920 shares, i.e. a total amount to be subscribed of €32,803,041.60. In compliance with the regulations, the Board of directors would simultaneously be given authorisation to carry out, by delegation, a capital increase reserved for the employees. 2013 Bpifrance Financement Annual Report | 47 4. REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS Relative to the fiscal year ending on 31 December 2008 The information contained in this report is in response to the provisions of article L 225-37 of the Commercial code. The Bpifrance Financement company does not refer to any governance code prepared by the company’s representative organisations, but rather to Regulation 97-02 of 21 February 1997 relative to internal control of lending establishments and investment companies. As such, the company is subject to an annual verification by the [French] Prudential Control and Resolution Authority, which examines the referenced document and verifies its compliance in view of the regulations of the Financial Markets Authority (AMF). 4.1. Conditions for the preparation and organisation of the works of the Board of Directors The conditions for the preparation and organisation of the works of the Board of Directors are defined in the company’s articles of association (resulting from order 2013-637 of 12 June 2013) and the Rules of Procedure of the Board of Directors as adopted on 12 June 2013 and updated on 27 June 2013. A charter for directors is an integral part of these Rules of Procedure. 4.1.1. Composition and operation of the Board of Directors The Board of Directors consists of twelve members: the Chairman and Chief Executive of Bpifrance Financement, appointed by the general meeting of the shareholders, seven representatives of the shareholders including three State representatives appointed by decree and six members designated by the general meeting of the shareholders, two employee representatives elected on 24 September 2013. On 31 December 2013, the directors consisted of five women and seven men. The Board of Directors also includes a panel of ten non-voting members. The Government Commissioner, the Secretary of the Works Council and the Statutory auditors take part in meetings of the Board. Each Board meeting is preceded by meetings of the “Business line” committees and of the Audit and Risk committee. A statement of the conclusions of these bodies is provided to the directors for information, and for review by the chairmen of the Committees during each Board meeting. The members of the Board of Directors are invited by the Chairman at least eight days before each meeting, in a letter that indicates the agenda. The documents and information needed to properly fulfil their missions within the Board and Committee are, barring exceptional cases, provided to them at least 5 days before the meeting date. The Chairman chairs the Board of Directors meetings, organises and directs the debates and ensures compliance with the legal, regulatory and statutory provisions, and with the rules of procedure. With the exception of certain ths decisions requiring the Board’s authorisation with a qualified majority of 8/12 , and of the decisions requiring a favourable vote from the State representatives, decisions are made by a simple majority. Minutes are prepared for each meeting and sent to the members at the latest on the day of the convening of the next meeting that will approve them. 4.1.2. Activities of the Board of Directors in 2013 The Board met eight times in 2013 and each of its quarterly meetings included an up-to-date presentation of the activity and risks. Its first meeting was held on 1 February 2013 in order to adjust the year’s budget, authorise the implementation of the Innovation Loan and delegate, to the Appointments and Compensation Committee, the task of providing the Board with the proposed criteria for the variable share of the compensation of directors. The 29 March 2013, the Board of Directors was informed of the progress in the creation of the Banque Publique d’Investissement. It also approved the proposals from the Appointments and Compensation Committee on the variable part of the compensation of directors for 2012 and 2013, and closed the company’s financial statements for the 2012 financial year. On 14 May 2013, the fixed compensation of the corporate officers for 2013 was determined, as was the variable part of the Chairman’s compensation. It also authorised the leasing, by OSEO’s non-trading real estate investment company (Société Civile Immobilière) of premises on the Richelieu-Drouot street, in Paris, which accommodated the teams from CDC Entreprises, the FSI and OSEO’s Regional Offices in Paris. On 26 June 2013, the Board of Directors updated the company’s financial memorandum, it approved the update of the budget for the Innovation activity, it authorised the launching of three new products (Export Development Loan, Digital Loan and Industrialization Loan for Competitiveness Clusters), and it also authorised the dissolution without liquidation of OSEO Industrie by transfer of all assets and liabilities to the limited liability company OSEO SA. It also took note of the appointment of its new Chairman, Nicolas DUFOURCQ, by ministerial decision, and approved the limited liability company BPI-Groupe SA as a new shareholder. On 12 July 2013, the Board of Directors was held under its new term of office, after the Combined General Meeting on that same day. It took note of the new company name and of the company’s new articles of incorporation. It appointed its new Chairman and Chief Executive (Nicolas DUFOURCQ) as well as its Senior Managers (Nicolas DUFOURCQ, Arnaud CAUDOUX and Joël DARNAUD), it appointed two new non-voting members and a co-opted three new directors, Mrs. Catherine HALBERSTADT and Mrs. Marie-Christine LEVET and Mr. Jean-François ROUBAUD as replacements for the companies OSEO Régions, OSEO Industrie and SA BPI-Groupe. It approved its new Rules of Procedure as well as its Directors’ Charter and the company’s intervention doctrine. On 27 September 2013, the Board of Directors closed the interim financial statements to 30 June 2013, appointed eight new non-voting members and designated the members of the Audit committee, “Business lines” committees, and of the company’s Appointments and Compensation Committee. It also authorised the signing of the Conflict of interests charter with the company Bpifrance Investissement, and it approved the ACPR appendix relative to protection of the clientele. On 29 November 2013, it authorised the signing of the agreement relative to the buyback of the units of Bpifrance Investissement Régions held by Bpifrance Financement and by Bpifrance Investissement. Finally, on 18 December 2013, it took note of the assignment of the equity interest of the SA BPI-Groupe in Bpifrance Régions by Bpifrance Financement, it determined the multiplying coefficients, and adopted the budget and the financing plan for 2014. It authorised the recovery of the DOM funds, the launching of a new range of products to finance Innovation, the implementation of Investing in the Future Loan, and the evolution of the Participatory Development Contract. Finally, it set the calendar for its meetings in 2014, and appointed a new member of the Financing-Guarantee Committee. 4.1.3. The Committees under the responsibility of the Board of Directors The operation of these Committees under the responsibility of the Board of Directors is defined by its Rules of Procedure. The Audit and Risk Committee The Audit and Risk Committee includes six members appointed from amongst the directors: Catherine HALBERSTADT (General Manager of the Banque Populaire du Massif Central), who is its Chairwoman, Thomas ESPIARD (Venture Capital and Specialised Financing Manager at the Caisse des Dépôts), Marie-Christine LEVET (Associate Director of JAINA Capital), Sébastien RASPILLER (Sub-Director for Financing of Companies and the Financial Market within the General Department of the Treasury), Sabine SCHIMEL (Chief Executive Officer of the 36 company SILIC ) and Alain SCHMITT (Manager of the SME Competitiveness and Development Department at the DGCIS). 36 Until January 2014 2013 Bpifrance Financement Annual Report | 49 In compliance with Commercial code article L. 823-19, the Audit and Risk Committee does not include members with Management functions within the company, and at least one of them has specific skills in financial or accounting matters and is independent in view of the criteria indicated in article 6.2.1 of the Rules of Procedure (corresponding with the independence criteria of the Afep Medef Code). In 2013, the Audit and Risk Committee met five times and included the presence of the General Inspector – Audit, of the Risk Permanent Controller, the Statutory auditors and the Government Commissioner. All of its quarterly meetings discussed the evolution of the company’s risks and financial situation. It examined the group’s financial statements to 31 December 2012 and 30 June 2013, and the update of the memorandum on financial activities. It also reviewed the follow-up of recommendations made by the General Inspection and Audit Department (IGA). It was given a presentation on the internal control report, the 2014 audit programme, the review of the customer outstandings and the tracking of the limits. It was updated on the contributions made as part of the setup of the Bpifrance group and of the capital increase project for Bpifrance Financement, subsequent to these contributions. Moreover, it took note of the joint request from the State and the Caisse des Dépôts to Bpifrance Financement, for the latter to take over the commitments of the Caisse des Dépôts, as part of the refinancing, with a pool of banks, of the loans associated with the construction and acquisition of a cruise ship. Finally, as part of the implementation of the Single Supervision Mechanism for which it is responsible, it was informed that the European Central Bank will review the portfolio of Bpifrance. The Appointments and Compensation Committee The task of the Appointments and Compensation Committee is to provide the Board of Directors with opinions on all proposals relating to the appointment of the Chairman, of the Executive Vice Presidents and of the Senior Managers, and the recruiting of members of the Executive Committee, as well as on the determination and any change of any component of their compensation. Finally, it provides an opinion on all compensation and incentive arrangements for the Bpifrance Financement personnel and on the hiring, dismissal or signing of settlement agreements involving any employee whose gross annual compensation is more than €250,000. Chaired by Jean-François ROUBAUD, it consists of three members: Sébastien RASPILLER (member of the Board of Directors, appointed by proposal from the State), Delphine of CHAISEMARTIN (member of the Board of Directors, appointed by proposal from the Caisse des Dépôts) and Jean-François ROUBAUD (member of the Board of Directors who meets the independence criteria according to the Afep Medef Code). The “Business line” committees There are two “business line” Committees: the Financing-Guarantee Committee and the Innovation Committee. As consultative bodies, their missions are defined by the Rules of Procedure and consist of preparing the decisions of the Board of Directors, notably on technical topics related to financing, guarantee and innovation business lines (determination of the multiplying coefficients, investment policy for the guarantee funds, budget forecasts…). The “Innovation” Committee Chaired by Pierre PRIEUX, the Innovation Committee has three members drawn from the directors and non-voting members, namely: Alain SCHMITT (appointed by proposal from the State), Thomas ESPIARD (applied by proposal from the Caisse des Dépôts), and Pierre PRIEUX (who meets the independence criteria according to the Afep Medef code). The Innovation Committee also includes a panel of experts: François JAMET (Ministry of Research), Guillaume PRUNIER (DGCIS), Laetitia DUBOIS (Budget Department) and Laurent GUERIN (General Department of the Treasury), appointed by a proposal from the State; Anatole NEF and Philippe DEWOST, appointed by proposal from the Caisse des Dépôts; and Armelle WEISMAN (Director of the company Trois Temps) and Judith GRECIET (General Manager of BioAlliance Pharma), by proposal from the Chairman of the Board of Directors. The “Financing-Guarantee” Committee Chaired by Albert BOCLÉ, the Financing-Guarantee Committee consists of three members appointed from amongst the directors and non-voting members: Sébastien RASPILLER (appointed by proposal from the State), Thomas ESPIARD (appointed by proposal from the Caisse des Dépôts), and Jean-François ROUBAUD (who meets banking sector competence criteria, appointed by proposal from the Chairman of the Board of Directors). The “Financing-Guarantee” Committee also includes a panel of experts: Edouard BLOCH-ESCOFFIER (Budget Department), Laure MENETRIER (DGCIS), Etienne SMALL (General Department of the Treasury) and Albert BOCLÉ (Sales and marketing director of the Société Générale Retail Bank in France), appointed by proposal from the State; Delphine de CHAISEMARTIN and the Fédération Bancaire Française, appointed by the Caisse des Dépôts; and BNP Paribas, the Crédit Agricole, the CM-CIC and the BPCE Group, appointed by proposal from the Chairman of the Board of Directors. 4.1.4. Limitations of the powers of the General Manager by the Board of Directors The General Management of the Bpifrance Financement company is provided by the Chairman of the Board of Directors. The Chairman and Chief Executive has the broadest possible powers in order to act, in all circumstances, in the company’s name. The CEO exercises these powers within the limits of the corporate purpose and subject to the powers that the law expressly attributes to the meetings of the shareholders and to the Board of Directors. He/she represents the company in its relations with third parties. As part of the internal order, the powers of the Chairman and Chief Executive and, if relevant, of the Executive Vice Presidents are limited by article 12.3 of the company’s articles of incorporation. Pursuant to this article, certain decisions relative to the Bpifrance Financement company or, if relevant, to any one of its subsidiaries require the prior authorisation of the Board of Directors. 4.2. The internal control mechanism Approved as a lending institution, Bpifrance Financement is subject to all of the provisions of the Monetary and Financial Code and of regulation 97-02 from the Consultative Committee on Legislation and Financial Regulation with regard to internal control. 4.2.1. The organisation and operation of the Bpifrance Financement internal control The internal control system takes in, on the one hand, the permanent control mechanism that is the responsibility of the directors, management, Risks Permanent Control Department (DCPR) and the Permanent Controllers within the operational departments, and, on the other hand, the periodic control system provided by the Bpifrance General Inspection and Audit department (IGA). The Bpifrance Group’s overall internal control system is governed by an Internal control charter, that provides an overall description of the components and objectives. Two specific charters, together with their application procedures, organise the efforts firstly of the DCPR, and secondly of the General Inspection and Audit (IGA) Department. They were approved by the General Manager, presented to the Audit and Risks Committee, and then disseminated. The permanent control system refers to all of the procedures, systems and verifications implemented by an institution in order to ensure the compliance of its operations, its adherence to the laws and regulations, as well as the marketplace rules and ethics, in addition to its control of the risks of all kinds to which it is exposed. It corresponds with the systems described in article 6a) of regulation n° 97-02. It notably includes the systems described in the regulation’s sections II, III, IV and V, relative to the control of operations and of internal procedures, to the accounting organisation and the processing of information, to the risk measurement systems and the results, to the surveillance systems and the risk control. 2013 Bpifrance Financement Annual Report | 51 A “Risk” department was set up in 2011, with coordination entrusted to the DCPR. The Risk Committee, chaired by the General Manager, holds quarterly meetings involving the main business lines in charge of risk management, measurement and control. It provides surveillance of the main risks inherent to the activities of Bpifrance Financement or its subsidiaries. As part of the periodic control, the General Inspection and Audit department verifies the quality and proper operation of the permanent control system. It neither defines nor manages this system, but contributes to improving it through the recommendations that it formulates. This responsibility corresponds with the provisions found in article 6b) of the amended regulation 97-02. The bodies involved in internal control are the Bpifrance Financement Audit and Risks Committee, as well as two specific committees: the Internal Control Committee and the Risks Committee. The permanent control and risk functions are associated with their respective sectors, the Compliance department Permanent control and Risks department. On behalf of the Bpifrance group, each of them ensures the coherence of the business line and of its organising principles. Risk Permanent Control The Risk Permanent Control perimeter includes: a verification of the Commitments and business line risks: it ensures compliance with the regulations and standards specific to the Bpifrance Financement business lines. compliance: it looks after measuring the risk resulting from new products and legal actions, while providing a written opinion as to their compliance. the efforts to combat money laundering and terrorist financing. ethics. Permanent control itself consists of two levels. The first permanent control level is based on all of the participants looking after operational tasks and/or functional responsibilities. They must firstly see to the proper execution of the tasks and to the rigorous control of the risks falling into their activity domain. This requires: vigilant compliance with a certain number of principles: a clear organisation based on documented, secure and verifiable procedures, the independence of the various functions, of the commitment and scheduling, of the posting / payment and control, and the availability of relevant, objective and verifiable information. the implementation of follow-up and steering tools that will make it possible to justify the proper control of the activities undertaken as part of the delegated competencies. The second permanent control level, exercised on a continual basis, is performed by employees exclusively dedicated to this permanent controller function. To ensure the independence relative to the operational business lines and periodic control, the Risks Permanent Control Director reports to the Bpifrance Financement General Manager. If a department’s size or its risk level does not justify the creation of a full time permanent controller position, a Permanent Control correspondent is appointed in order to serve as the relay with the Risks Permanent Control Department (DCPR), and to directly carry out the verification. The Permanent Control Director coordinates the activities of the Bpifrance Financement permanent control managers and correspondents, in order to ensure consistency and efficiency. The Charter and the Permanent control procedures – Risks. The Bpifrance Financement Permanent control charter stipulates the objectives and methodology of the controls. The Risks Permitting Control Director harmonizes the verification methodologies and the control reports produced by the sector’s controllers. An annual control plan defines the verifications having to be performed, and their frequency. It is determined together with the permanent control managers and correspondents, and in collaboration with the Operational departments. The control plan is validated by the Internal Control Committee then implemented by the Risks Permanent Control Director. An IT tool is available in order to ensure the follow-up of the implementation of the recommendations by the departments in question, and to produce reports. The annual summary on changes to the system Each year, the General Management submits the internal control, risk measurement and monitoring report for the approval of the various supervisory bodies. This report is then communicated to the Prudential Control and Resolution Authority, the profession’s national control body. The report traces the main changes to the internal control system, whether with regard to credit risk, market risk, risks relating to the preparation of accounts or operational risks (including relative to the security of information systems). The system intended to Combat Money Laundering and Terrorist Financing is also described therein. Working with the HRD, the DCPR has continued with training and awareness-raising actions for all of the employees, using an “elearning” procedure. The system implemented by the DCPR is regularly audited and updated in keeping with national and European directives, for all of the Bpifrance Financement business lines. In 2013, the permanent control verifications involved all Bpifrance Financement business lines, with regard to the financing, guarantee and innovation activities, as well as the head office’s operational departments. By means of examining documents, they generally focused on the compliance with procedures, the management and compliance of the operations, the data quality, the security or confidentiality of the management or IT processes, the formalization of the first level controls, and the follow-up of the recommendations from the DCPR as well as the General Inspection and Audit department’s recommendations. Periodic Control The operation of the General Inspection and Audit Department (IGA), in charge of the Bpifrance Financement periodic control, is based on the following principles and processes: An Audit charter describes the aims, powers, responsibilities and organisation of this Department, as well as the general rules applicable to the periodic control. It is completed by a procedure that defines the relations existing between the IGA and audited units, during a mission. An annual and multi-year audit plan, based on the Bpifrance organisation and the organisational chart that describes it, plans the content and perimeter of the IGA’s mission, with the objective of covering all activities and subsidiaries within a maximum interval of three years. For each domain, the rhythm of the missions is determined by the combination of its risk level and an audit frequency. The annual audit plan is validated by the General Manager, the Executive Committee and by the Audit and Risk Committee. A reference base describes the IGA’s operation and the implemented methodologies, which combine on-site controls and/or document verifications, and lead to findings from which recommendations result. The missions revolve around an analysis of the components of the audited domain’s permanent control system and an assessment of the risk levels, with reference to article 6 b) of regulation 97-02. 2013 Bpifrance Financement Annual Report | 53 The mission ends with a report, together with a list of recommendations. The above are managed using a dedicated tool, that looks after the total preparation and production of reports. These recommendations are implemented by audited units, under the responsibility of their management. The management periodically reports to the IGA, during the latter’s three annual follow-ups, regarding its progress and it must justify their complete realisation. A mission is only closed once all of the recommendations have been implemented. The IGA reports to the Bpifrance Financement executive and deliberating bodies on the performance of the audit plan, the conclusions of the completed verifications and the implementation of the recommendations. In 2013, as part of its audit plan, the General Inspection and Audit Department carried out several missions involving Departments at the head office or within the network, involving all or some of their activities. Three campaigns to follow up the implementation of recommendations were also carried out, in February, June and October. A special verification was made of the reliability of the responses received from the departments, and their considerable reliability was confirmed. Moreover, several inspections or studies were carried out in 2013, by the Court of Auditors or the InspectorateGeneral for Finance. They related to certain of the group’s contributions to the public mechanisms for the support and development of SMEs. With regard to Alsabail, the specialised lending institution in which Bpifrance Financement is the reference shareholder, the General Inspection and Audit Department carried out a mission in 2013 as part of the periodic control agreement signed in 2011 between Alsabail and Bpifrance. Outlook for 2014 The permanent control plan set up by the Risks Permanent Control Department (DCPR) calls for verifications in all of the company’s business lines (innovation, guarantee, financing and investment), as well as in the head office departments. They will relate to the application of the procedures, the performance of the first level controls, the data quality, the security of the processes, the implementation of the recommendations... To ensure that it has a relevant and efficient map of the group’s risks, the DCPR will coordinate the update – by operational departments – of their Risk Steering Systems (SPR) and prepare a consolidation process. In 2014, the General Inspection and Audit Department’s audit plan calls for missions that will include several head office departments in their entirety, for all or certain of their activities. Verifications will also involve all of the Network Departments, as well as the subsidiaries, including Alsabail. At the same time, three follow-up campaigns will be launched with all departments in order to measure the implementation of the recommendations, while the reliability of the responses received from the departments will be the subject of a specific audit. 4.3. Development and processing of accounting information 4.3.1. The general framework of accounting and financial information The Bpifrance Financement financial statements are prepared in accordance with the accounting regulations applicable to lending institutions. Bpifrance Financement drafts individual financial statements using the French accounting standards, and consolidated financial statements using the IFRS international accounting reference base. The financial statements to be published The balance sheet, income statement and off-balance sheet that describe the individual financial statements are prepared each month. These commented documents are disseminated to the Finance Department and to the Management Control department. The consolidated financial statements of Bpifrance Financement are finalised at the end of June, September and December. At the end of March, the financial statements of the Group’s companies are aggregated; this allows an overall followup of the major profitability aggregates, without requiring all of the heavy consolidation treatments. As of 2014, the consolidated financial statements will be produced on a quarterly basis. The financial statements drawn up at the end of June include simplified notes to the financial statements and are accompanied by a half-year activity report. These documents are subject to limited review by the statutory auditors and are published in the French Legal Gazette (BALO). The financial statements for the year to 31 December include a full set of notes to the financial statements and are verified by the Statutory auditors. The Audit Committee examines the financial information and the accounting internal control. The annual financial statements are drawn up by the Board of Directors and submitted to the General Meeting of the Shareholders for approval. They are then deposited with the Clerk of the Commercial Court and published in the BALO. These financial statements serve as the basis for the reference document submitted to the French Financial Markets Authority (AMF). Accounting “scoreboards” On a quarterly basis, accounting tables are prepared on the basis of these consolidated and individual statements. On these “scoreboards”, the structure of the balance sheets, off-balance sheet and income defined by regulations are respected. Certain particularly significant headings are detailed in order to cast a more analytical light on the activity. The accounting “scoreboards” and interim financial statements are presented to the Audit and Risk Committee and to the Board of Directors. They are completed by an analytical presentation of the formulation of the income. Analysis on the calculation of the operating result (profit or loss) This analysis is performed at the consolidated level by Management Control. For the “financing” sector, it relies on allocating each commercial use with a conventional rate of resources that is based on the market rates. This analysis system identifies the contribution of the NBI (Net Banking Income) of each commercial activity within this sector (cofinancing, short-term financing, capital development. It is completed by an analysis on the earnings of the “guarantee” sector and of the “innovation” sector. This work is supplemented by an analysis on the risk cost during the elapsed period. A forecast of the annual income figure is made on the same basis. All of these figures are presented to the next meetings of the Board of Directors and Audit and Risk Committee. The presentation includes a commentary on the main charges and divergences from forecasts. Other reports In addition, within the framework of the SURFI (Unified Financial Reporting System) and of FINREP statements, an accounting report is submitted to the Prudential Control and Resolution Authority, in accordance with the banking regulation in force. Bpifrance Financement is fully consolidated into Bpifrance’s accounts. It therefore completes a half-yearly consolidation package which is approved by its Statutory Auditors. 2013 Bpifrance Financement Annual Report | 55 4.3.2. Accounting architecture and organisation The Bpifrance Financement accounting is integrated within the Bpifrance Accounting Department. The Accounting Department includes: a cross-functional Consolidation and FINREP domain in charge of the consolidated financial statements of the EPIC BPI-Groupe, of the SA BPI-Groupe and of Bpifrance Financement, a cross-functional section in charge of accounting standards and IT practices, that notably has cross-functional competence with regard to harmonisation and the definition of the accounting standards and applied procedures, an interbank flows section in charge of managing movements of funds, a division in charge of the corporate accounting of Bpifrance Investissement and Bpifrance Participations, a division in charge of the bank-related accounting, which notably looks after the preparation of the corporate financial statements of Bpifrance Financement The latter division includes four domains: Accounting and taxation production Reporting Innovation and financing business plan accounting and Guarantee business plan accounting. The business plan accounting services are responsible for the accuracy of the accounting entries transferred to the general accounting. Entries are generated via an interpreter which captures reports of events from the management systems. All accounting services are located at the Maisons-Alfort head office. Depending on the concerned products, certain inputs into management systems may be made by regional offices. However, accounting controls and processing operations are reunited at the head office. Through its participation in the finance division’s Management Committees, ALM committees, the Counterparty risk committees, and the marketing committees, the Accounting Department is informed of the policy adopted in the areas of financial management and administration. The Finance division’s permanent control service is in charge of the second level accounting controls. 4.4. Statutory auditors’ report on the Chairman’s Report Bpifrance Financement SA Public limited company with capital of €750,860,784 Registered office: 27-31 avenue du Général-Leclerc. 94710 Maison-Alfort TCR: 320 252 489 Statutory auditors’ report prepared in application of article L. 225-235 of the [French] Commercial code, on the report from the Chairman of the Board of Directors of the Bpifrance Financement SA company Financial year ending on 31 December 2013 KMPG AUDIT MAZARS 2013 Bpifrance Financement Annual Report | 57 Bpifrance Financement SA Statutory auditors’ report prepared in application of article L. 225-235 of the [French] Commercial code, on the report from the chairman of the board of directors of the Bpifrance Financement SA company Statutory auditors’ report prepared in application of article L. 225-235 of the [French] Commercial code To the shareholders, In our capacity as Statutory auditors of the Bpifrance Financement SA company and pursuant to the provisions of article L.225-235 of the [French] Commercial Code, we present to you our report on the report drafted by your company’s Chairman in compliance with the provisions of article L. 225-37 of the [French] Commercial Code relative to the fiscal year closed on 31 December 2013. The Chairman is responsible for preparing, and submitting for the approval of the board of directors, a report on the internal control procedures and risk management efforts implemented within the company, and that also provides the other information required by article L.225-37 of the [French] Commercial code, notably with regard to the corporate governance system. It is our responsibility to: - present our observations resulting from the information given in the chairman’s report regarding the internal control and risk management procedures relative to the preparation and processing of the accounting and financial information, and - certify that the report includes the other information required by article L. 225-37 of the [French] Commercial code, it being understood that we are not required to verify the truthfulness of such other information. We have conducted our tasks in accordance with the professional standards applicable in France. Bpifrance Financement SA Information regarding the internal management and risk management procedures relative to the preparation and processing of the accounting and financial information Statutory auditors’ report prepared in application of article L. 225-235 of the [French] Commercial code Professional standards require that we perform due diligence reviews in order to assess the truthfulness of the information given in the Chairman’s report, regarding the internal control and risk management procedures relative to the preparation and processing of the accounting and financial information. These efforts notably entail that we: - review the internal control and risk management procedures relative to the preparation and processing of the accounting and financial information that underpins the information presented in the Chairman’s report, as well as the existing documentation; - review the works that led to the preparation of the said information and of the existing documentation; - determine if the major internal control deficiencies relative to the preparation and processing of the accounting and financial information that we may have brought to light as part of our examination are properly indicated in the Chairman’s report. On the basis of these works, we have no observations to submit regarding the information provided on the internal control and risk management procedures relative to the preparation and processing of the accounting and financial information as contained in the report from the Chairman of the board of directors, prepared in application of the provisions of article L. 225-37 of the [French] Commercial Code. 2013 Bpifrance Financement Annual Report | 59 Bpifrance Financement SA Statutory auditors’ report prepared in application of article L. 225-235 of the [French] Commercial code Other information We hereby certify that the report from the Chairman of the board of directors includes the other information required by article L. 225-37 of the [French] Commercial code. Signed in Paris La Défense and Courbevoie, on 17 April 2014 The Statutory auditors KMPG AUDIT Department of KPMG SA Philippe SAINT-PIERRE MAZARS Virginie CHAUVIN 5. RESOLUTIONS SUBMITTED TO THE GENERAL MEETING ON 14 MAY 2014 1 - Resolutions of an ordinary nature First resolution The Ordinary General Meeting approves the report from the Board of Directors on the company’s situation and activity over the fiscal year that elapsed between 1 January and 31 December 2013 and all operations discussed therein. Second resolution After having reviewed the Board of Directors report and the report on the annual financial statements provided by the Statutory auditors, the Ordinary General Meeting approves the corporate financial statements to 31 December 2013, as presented to it. Third resolution After having reviewed the Board of Directors report and the report on the consolidated financial statements from the Statutory Auditors for the fiscal year ending on 31 December 2013, the Ordinary General Meeting approves the consolidated financial statements for fiscal 2013 as presented to it. The general meeting takes note that the expenses not fiscally deductible (article 39-4 of the General Tax Code) and incurred by the Company during the financial year ending on 31 December 2013 are equal to €821,336 and correspond only with the fraction of the non-deductible lease payments on leased vehicles. The amount of the corresponding tax expense is €312,108. The General meeting grants discharge to the directors and members of the Board of directors for the performance of their terms of office for the fiscal year ending on 31 December 2013. Fourth resolution The Ordinary General Meeting decides to allocate earnings for the financial year 2013 as follows: Euros Earnings for the year to be distributed Retained earnings Available balance Transfer to the legal reserve Allocation to the other reserves Distribution of a dividend of €0.10 per share (face value of €8) Retained earnings (credit) 12,758,863.88 46,585,169.25 59,344,033.13 637,943.19 0.00 9,385,759.80 49,320,330.14 On a fiscal level, in compliance with the applicable provisions, this dividend does not include a tax credit, but it gives the right, for natural person shareholders with their fiscal residence in France, to apply for a tax reduction calculated on its entire amount. The dividend must be paid no later than 30 September 2014 (Art. L. 232-13 and R.232-18 of the [French] Commercial code), and will be paid to the shareholders registered as of the ex-dividend date. 2013 Bpifrance Financement Annual Report | 61 In compliance with the legal provisions, it is recalled that a dividend of €0.09 per share was paid for fiscal 2010, that a dividend of €0.17 per share was paid for fiscal 2011, and that a dividend of €0.10 per share was distributed relative to fiscal 2012. Fifth resolution The Ordinary General Meeting acknowledges and approves the special report of the Statutory Auditors on agreements covered by articles L. 225-38 et seq of the [French] Commercial code. As such, the General Meeting of the shareholders approves the Assignment of securities agreement signed in 2013 between Bpifrance Financement and Bpifrance Investissement, as mentioned in the Statutory Auditors’ special report on agreements covered by articles L 225-38 et seq of the Commerce Code. Sixth resolution The Ordinary General Meeting, after having reviewed the Board of Directors’ Report, decides to ratify the co-optation of Catherine HALBERSTADT as director as replacement for the company OSEO Régions for the remaining duration of the term of the latter, i.e. until the meeting called in 2008 in order to vote on the financial statements for the fiscal year ending on 31 December 2017. Catherine HALBERSTADT indicates that she accepts this appointment and is not subject to any incompatibility. Seventh resolution The Ordinary General Meeting, after having reviewed the Board of Directors’ Report, decides to ratify the co-optation of Marie-Christine LEVET as director as replacement for the company OSEO Industrie for the remaining duration of the term of the latter, i.e. until the meeting called in 2018 in order to vote on the financial statements for the fiscal year ending on 31 December 2017. Marie-Christine LEVET indicates that she accepts this appointment and is not subject to any incompatibility. Eighth resolution The Ordinary General Meeting, after having reviewed the Board of Directors’ Report, decides to ratify the co-optation of Jean-François ROUBAUD as director as replacement for the company BPI-Groupe for the remaining duration of the term of the latter, i.e. until the meeting called in 2018 in order to vote on the financial statements for the fiscal year ending on 31 December 2017. Jean-François ROUBAUD indicates that he accepts this appointment and is not subject to any incompatibility. Ninth resolution The Ordinary General Meeting, consulted pursuant to article L. 511-73 of the Monetary and Financial Code, after having reviewed the Board of Directors’ report, issues a favourable opinion regarding the overall envelope of the compensation of all kinds amounting to €1,243,450.36, paid during the fiscal year ending on 31 December 2013 to the persons indicated in article L. 511-71 of the Monetary and Financial Code, i.e. 4 full-time equivalent persons. Tenth resolution The Ordinary General Meeting grants all powers to the bearer of originals, excerpts or copies of the present minutes in order to perform all required formalities related to filings and disclosures. 2 - Resolutions of an extraordinary nature 2.1 Capital increase in cash Eleventh resolution The Extraordinary General Meeting, after having reviewed the Board of Directors report on the operation’s conditions, and finding that the capital is paid up, decides, provided that the following resolution is adopted by the extraordinary general meeting, to increase the issued capital by the sum of nine million fifty-five thousand three hundred sixty euros (€9,055,360) in order to increase it from seven hundred fifty million eight hundred sixty thousand seven hundred eighty-four euros (€750,860,784) to seven hundred fifty-nine million nine hundred sixteen thousand one hundred fortyfour euros (€759,916,144) by means of issuing one million one hundred thirty-one thousand nine hundred twenty (1,131,920) shares each with a face value of 8 euros, each of which is to be paid up in cash or by offset with unquestionable, liquid and due claims against the company. These new shares will be issued at the price of twenty-eight euros and ninety-eight cents (€28.98), with an issue premium of twenty euros and ninety-eight cents (€20.98). The shares must be entirely paid up at the time of their subscription. Subscriptions will be received from 15 May 2014 to 19 May 2014, at the company’s head office. The new shares will be created with full rights as of 1 January 2014. On the final fulfilment date of the capital increase, they will be entirely fungible with the existing shares and will be subject to the statutory provisions and decisions of the general meetings. Twelfth resolution The Extraordinary General Meeting, after having reviewed the Board of Directors’ special report and the statutory auditors’ special report, decides to terminate the pre-emptive subscription right of the shareholders for the entire capital increase that is the subject of the previous resolution for the benefit of the SA BPI-Groupe. 2.2 Capital increase reserved for employees Thirteenth resolution The Extraordinary General Meeting, after having reviewed the Board of Directors’ report and the statutory auditors’ special report, and acting in order to comply with the provisions of article L.225-129-6 of the Commercial code relative to the capital increase reserved for the SA BPI-Groupe that is the subject of the previous resolutions: 1. confers upon the Board of Directors, using its sole and unique decision, all powers in order to carry out, or not, on one or more occasions and under the conditions indicated in articles L. 3332-18 to L. 3332-24 of the Labour Code, a cash increase of the issued capital in a maximum amount of 3% of the capital on 31 December 2014, reserved for the members of a company savings plan or of a group savings plan; 2. decides that the present delegation is granted for a period of twenty-four months as of the current day; 3. decides that the subscription price for the shares will be set in compliance with the provisions of article L.3332-20 of the Labour code; 4. confers upon the Board of Directors all powers in order to implement the present delegation, and therefore to: - determine the seniority conditions required to participate in the operation, within the legal limits, and if relevant, the maximum number of shares that can be subscribed per employee, set the number of shares to be issued as well as their possession date, set the timeframes and provisions for the new shares to be paid up, determine the realisation of the capital increase(s) and carry out the corresponding modifications to the articles of association 2013 Bpifrance Financement Annual Report | 63 - carry out all operations and formalities rendered necessary by the realisation of the capital increase(s) 5. Acknowledges that this delegation includes, for the benefit of the members of a company savings plan or of a group savings plan mentioned above, the express waiver of the shareholders regarding their preferential subscription right to the shares that will be issued. Fourteenth resolution The Extraordinary General Meeting grants all powers to the Board of Directors in order to take note of the fulfilment of the two capital increases in accordance with the above provisions, to carry out the operations that contribute to this fulfilment, notably carrying out the corresponding modification of article 6 of the articles of incorporation relative to the issued capital. Fifteenth resolution The Extraordinary General Meeting grants all powers to the bearer of an original, a copy or an excerpt of the minutes of the present general meeting in order to perform all legal filing and disclosure formalities. 6. ORGANISATIONAL CHART OF BPIFRANCE 6.1. Functional organisational chart 2013 Bpifrance Financement Annual Report | 65 6.2. Organisational chart of the network 7. FINANCIAL RESULTS FOR THE PAST 5 FISCAL YEARS FINANCIAL RESULTS FOR THE PAST 5 FISCAL YEARS 2009 2010 2011 2012 2013 377 230 064 47 153 758 594 778 400 74 347 300 594 778 400 74 347 300 750 860 784 93 857 598 750 860 784 93 857 598 1 357 437 1 614 176 1 711 483 1 853 727 1 885 234 I- Capital at year end a) Capital (in euro equivalent) b) Number of shares issued II - Operations and results for the fiscal year (in € thousands) a) Pre-tax turnover b) Pre-tax earnings (loss), mandatory or voluntary profit-sharing and allowances for amortisations and provisions 102 590 196 115 64 140 150 009 176 925 c) Profit tax d) Mandatory or voluntary employee profit-sharing payable for the fiscal year e) Earnings (loss) after tax, mandatory or voluntary profit-sharing and allowances 16 191 23 388 14 757 38 873 23 973 3 917 6 335 6 240 6 480 7 652 for amortisations and provisions f) Income paid as dividends 18 899 11 788 99 066 6 691 3 756 15 956 12 835 9 386 12 759 9 386 a) b) Earnings (loss) after tax, mandatory or voluntary profit-sharing but before depreciation allowances and provisions 1,75 2,24 0,58 1,12 1,55 b) Earnings (loss) after tax, mandatory or voluntary profit-sharing and allowances for amortisations and provisions c) Dividend attributed to each share 0,40 0,25 1,33 0,09 0,05 0,17 0,14 0,10 0,14 0,10 974 59 078 1 641 91 670 1 641 100 697 1 655 100 584 1 677 100 187 26 768 42 936 43 679 47 664 47 387 III- Earnings per share (in €) IV- Headcount a) Number of employees on 31 December b) Total payroll (in € thousands) c) Amount of the sums paid relative to social benefits (Social security, charitable works, etc.) 2013 Bpifrance Financement Annual Report | 67 Consolidated financial statements 8. CONSOLIDATED FINANCIAL STATEMENTS Publishable consolidated balance sheet of Bpifrance Financement ASSETS (in millions of euros) Notes 31/12/2013 31/12/2012 Cash, central banks 6.1 173,5 115,0 Financial assets at fair value through profit or loss 6.2 72,9 81,5 Derivative hedge instruments 6.3 367,1 503,9 Non-current assets available for sale 6.4 218,8 472,0 Loans and receivables due from credit institutions 6.5 460,0 394,5 Loans and receivables due from customers 6.6 18 829,9 15 557,0 Finance lease and equivalent operations 6.7 5 289,1 4 821,8 Innovation financing aids 6.8 614,9 645,4 297,9 486,0 Revaluation discrepancies of the rate-hedged portfolios Financial assets held to maturity 6.9 6 634,1 5 349,3 Current and deferred tax assets 6.10 34,6 56,0 Accruals and miscellaneous assets 6.11 1 570,5 1 316,5 Non-current assets held for sale 0,0 0,0 Interests in companies accounted for using the equity method 8,7 7,7 Investment property 6.12 12,0 12,3 Tangible fixed assets 6.13 102,6 80,7 Intangible fixed assets 6.13 46,8 41,4 0,5 0,0 34 733,9 29 941,0 Goodwill TOTAL ASSETS Consolidated financial statements Publishable consolidated balance sheet of Bpifrance Financement LIABILITIES (in € millions) Notes 31/12/2013 31/12/2012 Central banks 6.1 0,0 3,0 Financial liabilities at fair value through profit or loss 6.2 5,0 5,1 Derivative hedge instruments 6.3 432,2 593,4 Due to credit institutions 6.14 11 179,6 10 345,1 Debts due to customers 6.15 2 568,5 2 577,0 Debt securities 6.16 9 442,2 5 572,6 229,1 412,1 Revaluation discrepancies of the rate-hedged portfolios Current and deferred tax liabilities 6.10 20,0 1,8 Accrued expenses and other liabilities 6.11 3 148,6 2 850,3 0,0 0,0 Debts related to non-current assets intended to be sold Provisions 6.17 1 660,6 1 759,8 Net innovation intervention resources 6.18 1 005,0 951,4 Public guarantee funds 6.19 2 296,5 2 159,2 Subordinated debts 6.20 14,6 14,7 Shareholders equity 2 732,0 2 695,5 Group share of shareholders equity - Capital et réserves liées - Réserves consolidées - Gains et pertes comptabilisés directement en capitaux propres - Résultat 2 712,4 1 700,2 937,8 15,7 58,7 2 665,1 1 700,2 849,5 17,3 98,1 19,6 18,3 1,3 30,4 28,4 2,0 34 733,9 29 941,0 Minority interests - Réserves - Résultat TOTAL LIABILITIES 2013 Bpifrance Financement Annual Report | 69 Consolidated financial statements Bpifrance Financement publishable consolidated consolidated profit and loss statement (in millions of euros) Notes 31/12/2013 31/12/2012 Interest income 7.1 1 179,1 1 502,4 Interest and similar expenses 7.1 -770,2 -1 079,7 9,2 14,2 -0,6 -0,4 Commissions (income) Commissions (expenses) Net gains or losses on financial instruments at fair value through profit or loss 7.2 -1,4 1,7 Net gains or losses on financial assets available for sale 7.3 4,6 4,6 Income from other activities 7.4 95,4 120,9 Expense on other activities 7.4 -35,3 -57,6 480,8 506,1 7.5 -275,4 -270,8 7.6 -21,9 -18,9 183,5 216,4 -75,7 -64,7 107,8 151,7 Share of net income from companies accounted for using the equity method 0,1 0,7 Net gains or losses on other assets 0,0 0,0 Changes to the value of the goodwill 0,0 0,0 107,9 152,4 -47,9 -52,3 0,0 0,0 60,0 100,1 1,3 2,0 GROUP SHARE OF NET INCOME 58,7 98,1 * Earnings per share (in euros) 0,63 1,04 * Diluted earnings per share (in euros) 0,63 1,04 NET BANKING INCOME Operating general expenses Amortisation & depreciation allowances on tangible & intangible fixed assets GROSS OPERATING EARNINGS Cost of risk 7.7 OPERATING INCOME PRE-TAX EARNINGS Corporation tax Income net of taxes from discontinued activities or activities undergoing disposal NET INCOME Minority interests 7.8 Consolidated financial statements Net earnings and gains and losses recognised directly in the Bpifrance Financement shareholders equity (in millions of euros) NET INCOME 31/12/2013 31/12/2012 60,0 100,1 Elements that could be reclassified through net profit or loss Revaluation of the financial assets available for sale Revaluation of derivative hedge instruments Translation differences Share of unrealised or deferred gains or losses on companies accounted for using the equity method -2,4 0,0 0,0 -3,2 0,0 0,0 0,0 0,0 0,0 -0,4 0,0 0,0 0,0 0,0 -2,8 -3,2 57,2 96,9 57,1 0,1 94,7 2,2 Elements that could not be reclassified through net profit or loss Revaluation of fixed assets Actuarial gains and losses on defined benefit plans Share of unrealised or deferred gains or losses on companies accounted for using the equity method TOTAL GAINS AND LOSSES DIRECTLY RECOGNISED IN THE SHAREHOLDERS EQUITY NET EARNINGS AND GAINS AND LOSSES RECOGNISED DIRECTLY IN THE SHAREHOLDERS EQUITY * Of which group share * Of which minority interests 2013 Bpifrance Financement Annual Report | 71 Consolidated financial statements Change of the shareholders equity (group share) (in millions of euros) Situation to 31 December 2011 Gains and losses Capital directly and Reserves recognised related in the reserves shareholders equity Allocation Total 1 161,3 761,7 20,7 2011 earnings Earnings allocated to reserves 0,0 82,5 0,0 98,4 -82,5 98,4 0,0 Change to the gains and losses directly recognised in the shareholders equity 0,0 0,0 -3,4 0,0 -3,4 Value change of financial instruments, affecting the shareholders equity 0,0 0,0 -2,1 0,0 -2,1 0,0 0,0 0,0 0,0 1,1 -1,3 0,0 0,0 0,0 -15,9 0,0 -1,3 -15,9 1,1 0,0 0,0 538,9 1 700,2 4,2 0,0 0,0 849,5 0,0 0,0 0,0 17,3 2012 earnings Earnings allocated to reserves 0,0 88,7 0,0 98,1 -88,7 98,1 0,0 Change to the gains and losses directly recognised in the shareholders equity 0,0 0,0 -1,2 0,0 -1,2 0,0 0,0 1,4 0,0 1,4 0,0 0,0 -2,6 0,0 -2,6 0,0 -0,2 -0,4 0,0 0,0 0,0 -9,4 0,0 -0,4 -9,4 -0,2 Value change of financial instruments as related to the earnings Distribution of dividends Acquisition / disposal of treasury shares Avenir Entreprises & Avenir Tourisme capital reduction Miscellaneous SA OSEO capital increase Situation to 31 December 2012 Value change of financial instruments, affecting the shareholders equity Value change of financial instruments as related to the earnings Actuarial gains and losses on defined benefit plans Distribution of dividends Acquisition / disposal of treasury shares Avenir Entreprises & Avenir Tourisme capital reduction Miscellaneous Reserve fund interest Situation to 31 December 2013 2013 earnings 0,0 0,0 0,0 0,0 1 700,2 -0,9 0,7 937,8 0,0 0,0 15,7 0,0 1 943,7 0,0 4,2 0,0 0,0 0,0 538,9 0,0 2 567,0 0,0 -0,9 0,0 0,0 0,0 0,7 0,0 2 653,7 58,7 58,7 Consolidated financial statements Variation in minority interests Minority interests on 31 December 2011 Change to the gains and losses directly recognised in the shareholders equity Value change of financial instruments, affecting the shareholders equity Value change of financial instruments as related to the earnings Change in interest percentages Avenir Entreprises & Avenir Tourisme capital reduction Share of earnings on 31 December 2012 Minority interests on 31 December 2012 Change to the gains and losses directly recognised in the shareholders equity Value change of financial instruments, affecting the shareholders equity Value change of financial instruments as related to the earnings Change in interest percentages Avenir Entreprises & Avenir Tourisme capital reduction Share of earnings on 31 December 2013 Minority interests on 31 December 2013 31,5 0,2 0,8 -0,6 0,0 -3,3 2,0 30,4 -1,2 -0,1 -1,1 -6,8 -4,1 1,3 19,6 Cash flow table The cash flow table is presented using the indirect method model. The operational activities are representative of the activities that generate earnings for the group, which includes the assets inventoried in the portfolio of investments held until maturity. The tax flows are entirely presented with the operational activities. The investment activities represent the cash flows for the acquisition and disposal of interests in the consolidated and non-consolidated companies, tangible and intangible assets, and buildings held for investment. This compartment includes the strategic equity securities listed in the portfolio of “Financial assets available for sale”. The financing activities result from the changes related to the financial structure operations involving the shareholders equity and the long- term borrowing. The notion of net cash includes the cash, liabilities and debts with central banks and postal accounts, as well as the demand accounts (assets and liabilities) and loans with lending institutions. 2013 Bpifrance Financement Annual Report | 73 Consolidated financial statements Bpifrance Financement group table of cash flows (in millions of euros) Pre-tax earnings Net depreciation/amortisation expense on property, plant and equipment and intangible assets Depreciation of the goodwill and other fixed assets Net allocations to provisions Share of the earnings related to companies accounted for using the equity method Net loss / net gain from investment activities Other movements Other movements (specific to the guarantee funds) Total of the non-monetary elements included in the net income before taxes, and of the other adjustments Flows related to operations with credit institutions Flows related to operations with the clientele Flows related to other operations affecting the financial assets or liabilities Flows related to other operations affecting the non-financial assets or liabilities Flows related to the other operations affecting the innovation activity Taxes paid Net decrease / (increase) of the assets and liabilities resulting from operational activities Total net cash flows generated by the operational activity (A) 31/12/2013 31/12/2012 107,9 152,4 22,2 0,0 -170,9 -0,1 1,2 -18,0 468,0 19,3 0,0 -205,7 -0,7 1,0 -129,5 355,4 302,4 39,8 789,0 -3 801,3 -1 049,3 -108,3 84,2 -40,7 -4 126,4 9,2 -6 709,0 3 427,4 336,4 -38,9 -16,5 -2 991,4 -3 716,1 -2 799,2 -8,2 0,0 -49,2 -57,4 1,5 0,0 -23,2 -21,7 -15,3 3 870,2 3 854,9 523,9 2 480,4 3 004,3 0,0 81,4 0,0 183,4 -3 716,1 -57,4 3 854,9 -2 799,2 -21,7 3 004,3 0,0 382,0 0,0 198,6 Cash, central banks (assets & liabilities) Accounts (asset and liability) and demand loans / borrowing with lending institutions Cash and cash equivalents upon closing 112,0 0,1 270,0 463,4 198,5 382,0 Cash, central banks (assets & liabilities) Accounts (asset and liability) and demand loans / borrowing with lending institutions Change in net cash position 173,4 112,0 290,0 81,4 270,0 183,4 Flows related to financial assets and equity interests Flows linked to investment buildings Flows related to the tangible and intangible fixed assets Total net cash flow related to investment operations (B) Cash flows coming from or going to the shareholders Other net cash flows coming from financing activities Total net cash flow related to financing operations (C) Effects of exchange rate variations on the cash and cash equivalent (D) Net increase / (decrease) of the cash and cash equivalents (A + B + C + D) Net cash flows generated by the operational activity (A) Net cash flow related to investment operations (B) Net cash flow related to financing operations (C) Effects of exchange rate variations on the cash and cash equivalent (D) Cash and cash equivalents upon opening Consolidated financial statements Accounting appendix NOTE 1 - SIGNIFICANT EVENTS DURING THE FISCAL YEAR AND EVENTS AFTER THE CLOSING 76 NOTE 2 - APPLICABLE ACCOUNTING STANDARDS 76 NOTE 3 - PREPARATION PRINCIPLES FOR THE GROUP CONSOLIDATED FINANCIAL STATEMENTS 77 NOTE 4 - SCOPE OF CONSOLIDATION 80 NOTE 5 - ACCOUNTING PRINCIPLES AND VALUATION METHODS 81 NOTE 6 - NOTES TO THE BALANCE SHEET 99 NOTE 7 - NOTES RELATIVE TO THE PROFIT AND LOSS STATEMENT 118 NOTE 8 - EXPOSURE, MANAGEMENT AND MEASUREMENT OF RISKS 122 NOTE 9 - DISCLOSURE OF INTERESTS IN OTHER ENTITIES 142 NOTE 10 - PERSONNEL BENEFITS AND OTHER REMUNERATION 143 NOTE 11 - SECTOR-SPECIFIC INFORMATION 150 NOTE 12 - FINANCING AND GUARANTEE COMMITMENTS 151 NOTE 13 - OTHER INFORMATION 151 2013 Bpifrance Financement Annual Report | 75 Consolidated financial statements 1.1 Note 1 - Significant events during the fiscal year and events after the closing Significant events during the fiscal year Establishment of Bpifrance Law n°2012-1559 of 31 December 2012 amending order n°2005-722 of 29 June 2005 established the legal framework providing for the creation of the Banque Publique d’Investissement (BPI), as well as its governance provisions. Holding company held by the EPIC BPI-Groupe for 50% and by the Caisse des Dépôts (CDC) for 50%, it includes OSEO, CDC Entreprises (CDCE) and the Fonds Stratégique d’Investissement (FSI – Strategic Investment Fund). The contribution operations were performed on 12 July 2013. As on 31 December 2013, BPI-Groupe (Bpifrance) holds: 89.7% of the capital of Bpifrance Financement (former SA OSEO); 100% of the capital of CDCE-1 (company holding 99.4% of Bpifrance Investissement – former CDCE); 100% of the capital of Bpifrance Participations (former FSI). As such, the reference shareholder of the credit institution Bpifrance Financement is henceforth BPIGroupe (Bpifrance), that has the status of a financial company as replacement for the EPIC BPIGroupe. The rest of the capital is primarily held by banks within the market. Transfer of all assets and liabilities of OSEO Industrie As part of the group restructuring, the Board of Directors meeting on 26 June 2013 authorised the dissolution, through the transfer of all assets and liabilities without liquidation of OSEO Industrie, a 100% subsidiary of Bpifrance Financement that occurred in the 3rd quarter of 2013. 1.2 Events after the closing No significant event occurred after the closing date of the financial statements. Note 2 - Applicable accounting standards Applicable accounting standards on 31 December 2013 The 2013 consolidated financial statements are prepared in compliance with the IFRS reference base as adopted by the European Union and applicable on 31 December 2013. The new standards applicable as of 1 January 2013 are: - The amendment to the IAS 1 standard relative to the presentation of financial statements, that breaks down the “other elements of the overall earnings” between elements that can and cannot be reclassified through profit or loss. The implementation of this amendment results only in a presentation impact. - The amendment to the IAS 19 standard relative to personnel benefits, that requires actuarial gains and losses to be posted directly in the shareholders equity, and the rate of return of first category bonds to be used as the rate of return for the hedging assets. The insignificant impact of the application of this amendment on the group’s financial statements is presented in note 10. Consolidated financial statements - The IFRS 13 standard relative to fair value valuation, that replaces the provisions relative to fair value included in all other IFRS standards. The main scope of this standard is the consideration of the counterparty risk on derivative assets and liabilities that, in view of the characteristics of the operations performed by the group, has an insignificant impact on the financial statements. The IFRS 13 standard also requires the presentation of additional information in the notes to the financial statements. - The amendment to the IFRS 7 standard relative to the information to be provided on financial instruments, which requires a presentation of information on the offset rights and corresponding agreements. Moreover, the group decided to apply early, on 1 January 2013, the following standards that must be applied as of 1 January 2014: - The IFRS 10 standard relative to the notion of control, that strengthens the recourse to judgment as part of its assessment. The application of the standard has an insignificant impact on the group’s financial statements. - The IFRS 11 standard relative to partnerships, that distinguishes two types of joint arrangements (joint activity and joint venture) according to the nature of the rights and obligations of the partners, and discontinues the option for the application of the proportional integration method. The application of the standard has an insignificant impact on the Bpifrance Financement component. - The IFRS 12 standard relative to the information to be presented in the appendix for all subsidiaries, partnerships, associated companies as well as for structured entities whether consolidated or not. - The amendment to the IAS 28 standard 28 relative to equity interests in associated companies and joint ventures, that takes into account the modifications resulting from the publication of the IFRS 10 and IFRS 11 standards. Accounting standards applicable as of 1 January 2014 The European Union has adopted new standards that will take mandatory effect as of 1 January 2014. With the exclusion of the ones listed above, they will be not applied early by the group on 31 December 2013. The group is in the process of analysing the possible incidences of the application of these standards on the consolidated financial statements. Note 3 - Preparation principles for the group consolidated financial statements Pursuant to regulation EC n° 1606/2002, the group’s consolidated financial statements are prepared using the international IAS/IFRS accounting standards in effect within the European Union as on 31 December 2013. 2013 Bpifrance Financement Annual Report | 77 Consolidated financial statements 3.1 Consolidation principles General principle The group decided on the early application of EU regulation n° 1254/2012 of 11 December 2012 relative to the approval of the standards IFRS 10 “Consolidated financial statements”, IFRS 11 “Partnerships” and IFRS 12 “Disclosure of interests in other entities” and of the modification of the standards 27 “Separate financial statements” and IAS 28 “Investments in associates and joint ventures” for which the application is mandatory at the latest on the opening date of their first fiscal year after 1 January 2014. The Bpifrance Financement group consolidated financial statements include all of the companies under that it controls or over which it has significant influence, except ones for which the consolidation would be of a negligible nature relative to the preparation of the group’s consolidated financial statements. Pursuant to this general principle, the material nature of this impact can notably be assessed by means of various criteria such as the size of the earnings or shareholders equity of the company that is to be consolidated relative to the earnings or shareholders equity of the consolidated whole. Notion of control The notion of control is assessed irrespective of the nature of the links between the group and the entity that is the subject of an investment. Control applies when the group is exposed or is entitled to variable yields and that it has the ability to influence these yields as a result of the power that it holds. The group therefore controls a subsidiary if and only if all of the following elements are gathered: - The group exercises power when it is in possession of the actual rights to direct the subsidiary’s relevant activities, The group is exposed or is entitled to variable yields, when the yield can vary according to the subsidiary’s performance. The group has the ability to exercise power such as to influence the amount of the variable yields that it obtains. Joint control is the contractual sharing of the control exercised over a partnership which can be either a joint activity or a joint venture. Joint control only exists if the decisions regarding the relevant activities require the unanimous approval of the parties sharing control. Significant influence is the power to participate in decisions relative to the associate’s financial and operational policies, but without exerting control or joint control over the these policies. This situation is presumed when the group directly or indirectly holds 20% or more of the voting rights. It can also result, for example, from representation within the Board of directors or an equivalent management body, participation in the process for the preparation of policies, significant transactions between the group and the associate, exchange of management personnel or supply of sensitive technical information. Special case of the venture capital activity When an equity interest in an associate (significant influence) or a joint venture (joint control) is held via a venture capital organisation, the group has chosen to assess this participation at fair value on the basis of the net income, in the category “Financial assets at fair value through profit or loss”, in compliance with IAS 39. Consolidated financial statements 3.2 Consolidation methods The consolidation methods result from the nature of the group’s control over the entities that can be consolidated, irrespective of their activity. The accounts of companies that are totally controlled, including the companies with different account structures, are consolidated according to the full consolidation method. The accounts of companies that the group controls together with another co-investor are consolidated using the equity method. The accounts of companies in which the group exercises notable influence are consolidated on an equity basis. 3.3 Consolidation rules Restatements and eliminations Restatements needed for the harmonisation of the assessment methods of the consolidated companies are carried out. Reciprocal receivables, debts and commitments, as well as reciprocal expenses and income are completely eliminated for the totally integrated companies. Intra-group dividends, provisions on consolidated securities, capital gains on internal disposal operations and exceptional depreciation are entirely neutralized for integrated companies in their entirety, and equal with the share held with regard to companies accounted for using the equity method. Goodwill The acquisition cost is equal to the total of the fair values, on the acquisition date, of the delivered assets, net of accrued or assumed liabilities and of the shareholders equity instruments issued in exchange for control of the acquired entity. The costs directly related to the operation are booked as expenses, except the expenses for the issuing of equity interests that are deducted from the shareholders equity, as well as the direct costs of the transaction related to financial debts contracted as part of the operation that are deducted from the corresponding financial debts. The identifiable assets, liabilities, possible liabilities and off-balance sheet elements of the acquired entities are recognised at their fair value on the acquisition date. This initial assessment can be refined within 12 months of the acquisition date. The positive discrepancy between the entity’s acquisition cost and the acquired share of the net assets revalued in this way is listed as an asset in the consolidated balance sheet, under the heading “Goodwill” when the acquired entity is globally integrated, or under the heading “Interests in companies accounted for using the equity method” when the acquired company is accounted for using the equity method. When the discrepancy is negative, it is immediately recorded in the profit or loss. 2013 Bpifrance Financement Annual Report | 79 Consolidated financial statements In the event of an increase of the percentage of the group’s interest in an already controlled entity, the additional acquisition of securities results in the recognition of additional goodwill, determined by comparing the acquisition price of the securities and the net share of the acquired assets. When the recoverable value is less than the book value, an irreversible depreciation of the goodwill is recorded through profit or loss. The recoverable value is generally valued according to the discounted cash flows method. 3.4 Presentation of the financial statements and closing date Presentation of the consolidated financial statements The employed presentation of the interim reports is compliant with the one proposed by recommendation n°2013-04 of 7 November 2013 from the Accounting Standards Authority (ANC) relative to the format of the consolidated financial statements of banking sector establishments according to the international accounting standards. Closing date All companies included in the scope of consolidation close their annual financial statements on 31 December. Note 4 - Scope of consolidation The Bpifrance Financement group scope of consolidation to 31 December 2013 changed relative to the last closing of the consolidated financial statements on 31 December 2012. It globally includes the financial statements of OSEO’s real estate company SCI, a property investment company for which the consolidation is no longer negligible with regard to the preparation of the group’s consolidated financial statements. Using the equity method, it now includes the financial statements of the insurance brokerage GRAS SAVOYE AUXI ASSURANCE, acquired in H1 2013. It no longer includes the financial statements of the company OSEO Industrie, dissolved by transfer of all assets and liabilities, as indicated in note 1.1. The following table identifies the companies included in the scope of consolidation, the percentage of their capital held directly and indirectly, and the method by which they are consolidated. Consolidated financial statements Designation Bpifrance Financement (formerly Oséo SA) Oséo Industrie (*) Bpifrance Régions (formerly Oséo Régions) AUXI-CONSEIL AUXI-FINANCES AVENIR ENTREPRISES INVESTISSEMENT AVENIR TOURISME FCT PROXIMITE PME Compagnie Auxiliaire Bpifrance (formerly Compagnie Auxiliaire Oséo) SCI D'OSEO Alsabail Gras Savoye Auxi Assurance Consolidation 31/12/2013 method holding % 31/12/2013 31/12/2012 % of % of voting voting rights rights Full n/a Full Full Full 100% 98,99% 100% 100% 100% 98,99% 100% 100% 100% 100% 52,49% 100% 100% Full 73,22% 73,22% 73,22% Full Full 58,19% 50% 58,19% 50% 58,19% 50% Full 100% 100% 100% Full 100% 100% - 40,69% 40,69% 40,69% 34,00% 34,00% - Equity method Equity method (*) Oséo Industrie was dissolved by transfer of all assets and liabilities of to Bpifrance Financement on 4 September 2013. After the consolidation adjustments, the bonus of €2.970 million related to this operation has no impact on the earnings 5.1 Note 5 - Accounting principles and valuation methods Determination of the fair value The IFRS 13 standard establishes the framework for determining the fair value and provides information on how to assess the fair value of assets and liabilities, both financial and non-financial. This corresponds with the price that would be received for the sale of an asset or paid for the transfer of a liability during a normal transaction between market participants on the valuation date. The fair value is therefore based on the exit price. At the time of initial recognition, a financial instrument’s value is normally the negotiation price (i.e. the value of the consideration paid or received). During subsequent valuations, the fair value of the assets and liabilities must be estimated and determined while using, as a priority, observable market data, while ensuring that all of the parameters comprising this fair value align with the price that “market participants” would use during a transaction. 5.1.1 Hierarchy of the fair values The three levels of fair value 2013 Bpifrance Financement Annual Report | 81 Consolidated financial statements The standard defines three levels of fair value for financial and non-financial instruments: Level 1: valuation using market quotations on a liquid market. This involves instruments for which the fair value is determined from quotations on active markets. Level 2: valuation using observable market data. This fair value level includes instruments listed on an inactive market, and instruments valued using a valuation technique on the basis of parameters that are either directly observable (price) or indirectly observable (price derivative). Level 3: valuation using non-observable market data. This level includes instruments valued using unknown valuation models and/or that are based on parameters that are not observable on the market, provided that they would be likely to significantly affect the valuation. Transfers of fair value levels Transfers between fair value levels can occur when the instruments meet classification criteria in the new level, with these criteria being dependent on market conditions and products. Changes of the observability, the passage of time and events affecting the life of the instrument are the main factors that can result in transfers. Transfers are considered to have occurred at the end of the period. 5.1.2 Assessment techniques General framework The best estimate corresponds with the instrument’s market price when the latter is handled on an active market (prices listed and disseminated). The group uses the price offered for the fair value of a long position (asset) and the requested price for a short position (debt). In the absence of a market or of reliable data, the fair value is determined using an appropriate method that complies with the assessment methodologies used on the financial markets: benchmark at the market value of a comparable instrument, valuation models and, more generally, discounting of the estimated future flows. The fair value amounts of financial assets and liabilities represent the estimates made on the closing date. These amounts are subject to change in other periods depending on the changes to market conditions or other factors. The completed calculations are based on a certain number of hypotheses. In practice, and for the purposes of business continuity, not all of these financial instruments will be the subject of an immediate realisation for the estimated value. The consideration of the risk of non-execution on derivative liabilities (Debit Value Adjustment) and of the assessment of the counterparty risk on derivative assets (Credit Value Adjustment) has no significant incidence on the fair value valuation of the group’s derivatives. Special case of unlisted shares The market value of unlisted shares is determined by comparison with recent transactions involving the capital of the company in question, carried out with an independent third party and under normal market conditions. In the absence of such a reference, the valuation is determined either with the help of commonly used techniques (EBIT or EBITDA multiples), or on the basis of the share of the net assets going to the group, calculated from the most recent available information. Consolidated financial statements Special case of financial assets and liabilities recognised at cost Moreover, in a certain number of cases, the market values come close to the book value. This notably relates to: variable rate assets or liabilities for which interest changes have no notable influence on the fair value, since the rates of these instruments are frequently adjusted to the market rates; operations for which there is no reliable observable data. 5.2 Financial assets and liabilities Financial assets and liabilities are handled according to the provisions of the IAS 39 standard as adopted by the European Union on 19 November 2004 (EC n° 2086/2004) and completed by the regulation of 15 November 2005 (EC n° 1864/2005), relative to the use of the fair value option. The effective interest rate is the rate that exactly discounts the disbursements or collections of the future cash flows over the anticipated lifespan of the financial instrument. The group recognises all loans and borrowing in the balance sheet on the settlement date. All derivative instruments are recognised in the balance sheet on the trading date. 5.2.1. Loans and receivables Loans and receivables that are not held for trading purposes or that are not intended for sale as of their acquisition or granting are listed in the balance sheet amongst the “Loans and receivables owed by lending institutions” or “Loans and receivables owed by the clientele”, depending on the nature of the counterparty. After their initial recognition, they are assessed at their amortised cost on the basis of the effective interest rate and can, if relevant, be the subject of a depreciation. Interest accrued on receivables is included in the related receivables account with changes recognised in the profit and loss statement. Impairment of receivables Receivables are impaired when, after the set-up of the loan, there are one or more objective signs of impairment, for which the impact on the future cash flows can be reliably measured. Impairment on an individual basis The established nature of the risk is assessed on an individual basis. A risk is established when it is probable that the establishment will not collect all or part of the sums owed pursuant to the commitments assumed by the counterparty, notwithstanding the existence of a guarantee or surety. The adopted criteria when considering an outstanding that shows a recognised credit risk correspond with the following situations: there are one or more overdue instalments aged at least three months (three months for personal property credit and leasing and six months for real estate loans), the establishment is aware of the degraded financial situation of the counterparty, which is represented by a risk of non-collection, claim and collection procedures are in place between the institution and its counterparty. 2013 Bpifrance Financement Annual Report | 83 Consolidated financial statements The impairment is equal to the difference between the asset’s book value and the value discounted at the original effective interest rate of the future cash flows estimated to be recoverable, while taking effective guarantees into account. The amount of this impairment is recognised as a “Risk charge” in the profit and loss statement, and a financial asset’s value is reduced by the establishment of an impairment loss. Impairment on a collective basis The counterparties for which there is no objective indication of individual impairment are the subject of an analysis by uniform portfolios. The existence of a credit risk involving a uniform set of receivables results in the recording of impairment, without waiting for the risk to have individually affected one or more receivables. The methodology implemented by the group is primarily based on an analysis of the internal ratings of the overall portfolio. The assessment model for collective depreciations is based on simulations of stochastic scenarios that, with each counterparty, associate a possible default date and a loss rate given default. Previously, collective depreciations were provisioned on the basis of loss rates per product resulting from market practices. 5.2.2. Financial assets and liabilities assessed at fair value through profit or loss Financial assets and liabilities held for trading purposes Financial assets and liabilities held for trading purposes are assessed on the basis of their fair value on the closing date and included in the balance sheet under the heading “Financial assets or liabilities at fair value through profit or loss”. Fair value variations are recorded in the period’s income under the heading “Net gains or losses on financial instruments at fair value through profit or loss”. Financial assets and liabilities assessed at fair value on option Added to the financial assets and liabilities held for trading purposes are the financial assets and liabilities that the group has designated, from inception, for valuation at fair value with changes recognised in the profit and loss statement, in application of the option provided by the IAS 39 standard. The purpose of the group’s application of the fair value option is: - firstly, the elimination or significant reduction of gaps between the between the accounting processes used with certain financial assets and liabilities, - secondly, the fair value assessment of certain hybrid financial elements without separation of the incorporated derivatives. 5.2.3. Financial assets held to maturity The category of “Financial assets held to maturity” includes investments with fixed or determinable payments and fixed maturity, that the Group has the intention and ability to hold until maturity. Operations to hedge interest rate risks possibly carried out with this category of securities are not eligible for the hedge accounting defined by the IAS 39 standard. Securities included in this category are recognised at their amortised cost using the effective interest rate method, which includes the amortisation of premiums and discounts corresponding with the difference between the acquisition value and the redemption value of the securities, as well as the Consolidated financial statements acquisition cost of the securities, if significant. Earnings collected and accrued on these securities are shown under the profit and loss statement heading “Interest and related income”. 5.2.4. Non-current assets available for sale The category of “Financial assets available for sale” includes the fixed or variable income securities not included in the previous categories. The securities available for sale are initially recognised at their acquisition price, with transaction costs directly attributable to the acquisition and accrued coupons included. On the closing date, they are assessed at fair value and any variations to this value, excluding accrued income, are shown on a separate line in the shareholders equity (“Unrealised or deferred gains or losses”). Upon disposal or write-down of these securities (in case of permanent write-down), these unrealised gains or losses are transferred from shareholders equity to the profit or loss statement, where they are shown on the line “Net gain / loss on financial assets available for sale”. Earnings accrued on fixed income securities are recognised at their amortised cost according to the effective interest rate method, which includes the amortisation of premiums and discounts corresponding with the difference between the acquisition value and the repayment value of the securities, as well as the acquisition cost of the securities, if significant. Earnings collected and accrued on these securities are shown under the profit and loss statement heading “Interest and related income”. The earnings from variable income securities are recorded under the heading of “Net gains or losses on financial assets available for sale”. 5.2.5. Repurchase agreements Securities temporarily sold as part of a repurchase agreement continue to be recorded in the Group’s balance sheet, in their original portfolio. The corresponding liability is recognised under the appropriate “Debts” heading. Securities temporarily purchased as part of a reverse repurchase agreement are not recognised in the Group’s balance sheet. The corresponding receivable is recognised under the heading of “Loans and Receivables”. 5.3 Debts Debts issued by the group and which are not categorised as financial liabilities assessed as a counterparty in the profit and loss statement are initially recorded at their cost, which corresponds with the fair value of the amounts borrowed, net of transaction costs. These debts are assessed at their impaired cost on the closing date by using the effective interest rate method and are recorded in the balance sheet in the “Debts to lending institutions”, and “Debts to the clientele” or in the “Debts represented by a security”. 2013 Bpifrance Financement Annual Report | 85 Consolidated financial statements Debts to lending institutions and Debts to the clientele The debts to lending institutions and the clientele are broken down according to their initial duration or the nature of these debts: debts repayable on demand (overnight loans, ordinary accounts) and term borrowings for lending institutions; term borrowings, security deposits and ordinary accounts for the clientele. Interest accrued on these debts is included in the related debts account with changes recognised in the profit and loss statement. Debt securities Debts evidenced by certificates are broken down according to their supports: interbank market securities, negotiable debt instruments and bond loans, with the exclusion of subordinated securities included amongst the “Subordinated debts”. Interest accrued attached to these securities is included in a related debts account with changes recognised in the profit and loss statement. Issue or repayment premiums on bond loans are amortised using the effective interest rate method, over the lifespan of the loans in question. The corresponding expense is listed in the “Interest and related expenses” in the profit and loss statement. 5.4 Subordinated debts This heading includes debts, whether materialised in the form of a security or not, of fixed or open duration, with which the repayment in case of the debtor’s liquidation is only possible after the other creditors have been discharged. These debts are assessed at their impaired cost on the closing date by using the effective interest rate method. If relevant, accrued interest attached to subordinated debts is included in an account for related debts, with changes recognised in the profit and loss statement. This item also includes mutual guarantee deposits. 5.5 Derecognition of financial assets and liabilities The group derecognises a financial asset upon the expiry of the contractual rights to receive the cash flows linked to the financial asset, or when these contractual rights and almost all of the risks and benefits inherent to the asset’s ownership have been transferred. If relevant, the rights and obligations created or retained during the transfer are recognised separately as assets or liabilities. At the time of the complete derecognition of a financial asset, a disposal gain or loss is recorded in the profit and loss statement in an amount equal to the difference between this asset’s book value and the value of the consideration received, with possible correction for any unrealised profit or loss that might previously have been recognised directly in the shareholders equity. The group derecognises a financial liability only when this financial liability has been completely extinguished, i.e. when the obligation indicated in the contract has been extinguished, cancelled or arrives at maturity. Consolidated financial statements 5.6 Derivative financial instruments and hedge accounting Derivative financial instruments are recognised at their fair value. With each accounts closing date, irrespective of the management intention applicable to their retention (trading or hedging), they are assessed at their fair value. With the exception of derivatives considered as cash flow hedging for accounting purposes, fair value variations are recognised in the period’s profit and loss statement. Derivative financial instruments are grouped into two categories: Transaction derivatives Transaction derivatives are included in the balance sheet under the heading “Financial liabilities at fair value through profit or loss”. Realised or unrealised gains or losses are recorded in the profit and loss statement under the heading “Net gains or losses on financial instruments at fair value through profit or loss”. Hedging derivatives To be able to use a hedge derivative instrument for accounting purposes, it is necessary to document the hedge relation as of inception (hedge strategy, nature of the hedged risk, designation and characteristics of the hedged element and of the hedge instrument). Moreover, the hedge’s efficiency must be demonstrated at inception, and verified retrospectively at the time of each accounts closing date. Derivatives contracted as part of a hedging relationship are designated according to the purpose of the hedge. The group currently only applies fair value hedge accounting. Fair value hedging The purpose of fair value hedging is to reduce the risk of any variation to the fair value of the asset or liability in the balance sheet, or of a firm commitment (in particular, hedging of the rate risk from fixed rate assets and liabilities). The hedged element’s revaluation is recorded through profit or loss on a symmetrical basis with the revaluation of the derivative. The hedge’s possible inefficiency therefore directly appears through profit or loss. Interest accrued from the hedge derivative is included in the profit and loss statement on a symmetrical basis with the interest accrued from the hedged element. With regard to the hedging of an identified asset or liability, the revaluation of the hedged component is attached to the balance sheet by type of hedged element. Should the hedge relation be interrupted (non-compliance with the efficiency criteria or sale of the derivative or of the hedged element before maturity), the hedge derivative is transferred into the trading portfolio. The revaluation amount listed in the balance sheet relative to the hedged element is 2013 Bpifrance Financement Annual Report | 87 Consolidated financial statements amortised over the outstanding period relative to the initial hedge lifespan, as long as the former hedged element remains recognised in the balance sheet. Hived-off global hedging The group’s preference is for the application of the provisions of the IAS 39 standard adopted by the European Union (known as the “carve-out”) for micro-hedge operations carried out within the framework of the asset-liability management of fixed rate positions. These provisions make it possible to hedge the rate risk associated with loans with the clientele, or with borrowing and securities portfolios. Micro-hedge instruments are primarily rate swaps intended for fair value hedging of the group’s fixed rate usages and of its fixed or revisable rate resources. The accounting treatment for hived-off global hedge derivatives uses the same principles as the ones previously described as part of the fair value hedge. However, the overall revaluation of the hedged component is included under the item “Revaluation discrepancies of the rate-hedged portfolios”. The efficiency of the hedges is ensured prospectively by the fact that all derivatives, on their set-up date, must serve to reduce the rate risk of the underlying portfolio of hedged securities. Embedded derivatives An embedded derivative is the component of a “hybrid” contract, whether financial or not, that complies with the definition of a derivative product. It must be extracted from the host contract and recognised separately if the hybrid instrument is not assessed at fair value for profit or loss, and if the economic characteristics and risks associated with the incorporated derivative are not closely tied to the host contract. 5.7 Impairment of securities Securities, other than the ones listed as “Financial assets at fair value through profit or loss”, are subject to an impairment as soon as there is an objective indication of impairment. The impairment indicators for debt securities are, irrespective of their destination portfolio, identical with the ones used as part of the assessment of the recognised risk for the impairment of receivables on an individual basis. Special case of “Financial assets available for sale” As soon as there is an objective sign of a permanent impairment of a financial asset available for sale, the impairment is noted with any change recognised in the profit and loss statement. If a temporary decrease of the fair value of a financial asset available for sale has been recognised directly on the specific shareholders equity line entitled “Unrealised or deferred gains or losses”, and if there is subsequently an objective sign of a permanent impairment of this asset, the group records, in the profit and loss statement, the total unrealised loss previously recognised in the shareholders equity. They are recognised in “Risk cost” for debt instruments and under the heading “Net gains or losses on financial assets available for sale” for variable income securities. The amount of this total loss is equal to the difference between the acquisition cost (net of any principal repayment and of any amortisation) and the current fair value, possibly less any impairment loss on this financial asset that had previously been recognised through profit or loss. Consolidated financial statements Impairment losses recognised through profit or loss relative to a shareholders equity instrument listed as available for sale are not written back through profit or loss. Once a shareholders equity instrument has been impaired, any additional impairment loss constitutes an additional impairment. On the other hand, for debt instruments, impairment losses are the subject of write-backs through profit or loss in case of subsequent appreciation of their value. For equity instruments, impairments are booked in case of an impairment loss of more than 30%, or over a period of more than 12 months. For debt instruments, the impairment criteria are the same as the ones that apply to the impairment of loans and receivables on an individual basis. 5.8 Financing commitments given and received The financing commitments relative to the clientele are not included in the balance sheet. Over the commitment period, a liability provision is recognised in case of probability of the counterparty’s default 5.9 Distinction between debts and shareholders equity Issued financial instruments are qualified as debt instruments or shareholders equity according to whether or not there is a contractual obligation for the issuer to provide cash to the holders of the securities. Subordinate securities of indefinite duration In view of the conditions set down by the IAS 32 standard relative to the presentation of financial instruments in order to analyse the substance of these instruments, and given their intrinsic characteristics, subordinate securities of indefinite duration issued by the group are qualified as debt instruments. Bpifrance Financement reserve fund The reserve fund was set up by the shareholders of the former OSEO garantie; this advance is intended to hedge the outstandings of the guaranteed loans for which it provides backing. In view of the discretionary nature of the decision to pay interest to the bearers, as well as its repayment if decided upon by the shareholders, the Bpifrance Financement reserve funds are qualified as shareholders equity instruments. 5.10 Currency transactions The accounting registration rules depend on the monetary or non-monetary nature of the elements contributing to the foreign currency operations carried out by the group. Monetary assets and liabilities denominated in foreign currencies Monetary assets and liabilities denominated in foreign currencies are converted, using the closing price, into the group’s operating currency, the euro. Exchange discrepancies are recognised through profit or loss. However, this rule has two exceptions: 2013 Bpifrance Financement Annual Report | 89 Consolidated financial statements only the component of the exchange discrepancy on the amortised cost of the financial assets available for sale is recognised through profit or loss, with the rest being recorded as gains and losses directly recognised in the shareholders equity, the exchange discrepancies on monetary elements designated as cash flow hedging or that are part of a net investment in a foreign entity are recorded as gains and losses directly recognised in the shareholders equity. Non-monetary assets expressed in foreign currencies Non-monetary assets recognised at their amortised cost are assessed at the exchange rate on the transaction date. Non-monetary assets recognised at fair value are assessed at the exchange rate on the closing date. Exchange discrepancies on non-monetary elements are recognised through profit and loss if the gain or loss on the non-monetary element is recognised through profit or loss, in the gains and losses directly recognised in the shareholders equity if the gain or loss on the non-monetary element is recognised in the equity capital. 5.11 Finance lease and equivalent operations Leasing operations are qualified as finance lease operations when they result in the de facto transfer to the lessee of the risks and benefits related to the ownership of the leased asset. Failing that, they are qualified as an operating lease. Finance lease receivables are included in the balance sheet under the item “Finance lease and equivalent operations” and represent the group’s net investment in the leasing contract, which is equal to the discounted value at the contract’s implicit rate of the minimum payments that are to be received from the lessee, plus any non-guaranteed residual value. Finance lease operations are recorded in the balance sheet on the settlement / delivery date. The interest included in the lease payments is recorded in the “Interest and related income” in the profit and loss statement such as to be able to determine a constant periodic profitability rate for the net investment. In case of the decrease of the non-guaranteed residual values used in the calculation of the lessor’s gross investment in the finance lease contract, a charge is recorded in order to correct the amount of the already determined financial products. The Assets Temporarily Not Leased (ATNL) resulting from finance lease operations are likened to stocks and are recorded as balance sheet assets under the heading “Accruals and miscellaneous assets”. They are assessed at their net financial value on the termination date, net of possible depreciations booked when the recovery value is lower than the financial net value on the termination date. 5.12 Tangible and intangible assets In compliance with the IAS 16 standard relative to tangible fixed assets and IAS 38 standard relative to intangible fixed assets, a tangible or intangible fixed asset is posted as an asset if: it is probable that the future economic benefits associated with this asset will go to the company, this asset’s cost can be reliably assessed. Consolidated financial statements Fixed assets are recorded at their acquisition cost, possibly increased by the acquisition expenses that are directly attributable to them. The group applies the asset recognition method by component to all of its tangible and intangible fixed assets. After initial recognition, the fixed assets are assessed at their cost, less the total of the amortisations and impairment losses. Fixed assets are depreciated according to the consumption duration of the expected economic benefits, which generally corresponds with the asset’s lifespan. When one or more of a fixed asset’s components have a different operational life or provide different economic benefits, these components are amortised according to their own operational lives. The following amortisation durations have been adopted: software: from 1 to 5 years, buildings: from 25 to 55 years, fittings, furnishings and office equipment: from 4 to 10 years, IT hardware: 4 years. Fixed assets are the subject of an impairment test when signs of possible impairment losses are identified on the closing date. If affirmative, the asset’s new recoverable value is compared with the fixed asset’s net book value. In case of an impairment loss, a depreciation is noted through profit or loss. This depreciation is written back in case of modification of the recoverable value or the disappearance of the signs of impairment loss. 5.13 Investment property In compliance with IAS 40 standard relative to investment buildings, a real estate asset is recognised in “Investment buildings” if it is held in order to obtain rental payments or develop the capital. Investment buildings are assessed using the cost method. Disposal capital gains or losses from investment fixed assets are listed through profit or loss on the lines “Earnings from other activities” or “Expenses from other activities”, as are the other earnings and related expenses (notably rents and depreciation allowances). Provided for information purposes, the fair value of investment buildings, for its part, is estimated based on “expert opinion”. 5.14 Personnel benefits The Bpifrance group provides its employees with various types of benefits, falling into four categories: 2013 Bpifrance Financement Annual Report | 91 Consolidated financial statements Short-term benefits They primarily include salaries, holidays, mandatory and voluntary profit sharing, and bonuses payable within 12 months of the closing of the fiscal year to which they pertain. They are recognised in the expenses for the fiscal year, including the amounts still owed at the time of the closing. Post-employment benefits They include the retirement lump sum payments, the banking sector retirement supplements and health expenses after employment. These benefits fall into two categories: the defined contribution plans (not representative of a commitment to be provisioned for the company) and the defined benefit plans (representative of a commitment at the company’s expense and resulting in an assessment and provisioning). Defined contribution plan A defined contribution plan is a plan for post-employment benefits according to which an entity pays defined contributions (as an expense) to a separate entity and will have no legal obligation to pay additional contributions if the fund does not have sufficient assets to provide all of the benefits corresponding with the services provided by the personnel during the periods in question. Defined benefits plan The obligations are assessed using an actuarial method that considers demographic and financial assumptions such as age, seniority, the probability of presence on the date of the awarding of the benefit, and the discounting rate (rate of return from the market for the bonds of high quality companies). This calculation includes a distribution of the expense over time on the basis of the activity period of the personnel members (projected credit units method). The recognition of the obligations takes into account the value of the assets established in order to hedge the obligations and actuarial elements. The expenses relative to defined benefit plans consist of the cost of the benefits rendered during the year, the interest on the liabilities or net assets relative to the defined benefits (at the market rate of return of the bonds of high-quality companies), the contributions to the employer’s plans, and the benefits paid. The possible actuarial gains and losses (revaluations), the yields of the plan’s assets (excluding interest) and the consequences of the reductions and possible liquidations of plans are booked in other elements of the overall earnings. Other long-term benefits The long-term benefits are generally related to seniority, paid to employees who are still active, but more than 12 months after the fiscal year’s closing. This primarily involves the bonuses for labour medals. These commitments are the subject of a provision that corresponds with the value of the commitments at the time of the closing. They are assessed using the same actuarial method as the one applied to the post-employment benefits. Consolidated financial statements For other long-term benefits, the cost of the benefits, the net interest on the liabilities (the assets) and the revaluations of the liabilities (or assets) are booked in net income. Cessation of employment compensation This involves compensation paid to employees at the time of the termination of their employment contract, prior to retirement, whether in case of dismissal or acceptance of a voluntary departure plan. The end of employment contract allowances are provisioned. The benefits paid more than 12 months after the closing date are the subject of discounting. 5.15 Provisions A provision is established when it is likely that a resource outflow representing economic benefits will be necessary in order to fulfil an obligation resulting from a past event and when the obligation’s amount can be reliably estimated. The amount of such obligations is discounted in order to determine the provision amount, when the impact of this discounting is material. 5.16 Current and deferred taxation, tax situation Current taxation The payable tax on profits is determined on the basis of the rules and rates applicable in France, as the group companies are exclusively located in France. Deferred tax Deferred taxes are recognised when temporary differences are noted between the book value and the tax value of an asset or liability. The overall calculation method, which involves determining all of the temporary gaps irrespective of the date when the tax will become payable or recoverable, has been adopted for the calculation of the deferred tax. The tax rate and rules used in the calculation of the deferred taxation are the ones resulting from the applicable fiscal texts, which will be applicable when the tax becomes recoverable and payable. Deferred taxes are compensated with one another on the level of each tax entity of the consolidated group. Deferred tax debits are only taken into account if it is probable that the entity in question has a recovery prospect over a determined horizon. Deferred taxes are recognised as a tax income or expense in the profit and loss statement, except for the ones relating to unrealised gains or losses on assets available for sale, and to the value changes of derivatives designated as cash flow hedging, for which the corresponding deferred taxes are charged against the shareholders equity. Tax situation 2013 Bpifrance Financement Annual Report | 93 Consolidated financial statements Bpifrance Financement is the parent company of a tax integration group that includes the companies Auxiconseil, Auxifinances and Compagnie Auxiliaire Bpifrance. 5.17 Interest income and expense In compliance with ANC recommendation n° 2013-04 of 7 November 2013, the items “Interest and related income” and “Interest and related expenses” record the interest from fixed income securities recognised in the category of ”Financial assets available for sale”, the interest on loans / borrowing and receivables / debts owed by lending institutions and the clientele (including on the finance lease and equivalent operations). This item also records the interest on “Financial assets held until maturity” and on the “Derivative hedge instruments”. The income and expenses relative to financial instruments assessed at their amortised cost and to fixed income assets included in the “Financial assets available for sale” are recognised in the profit and loss statement using the effective interest rate method. 5.18 Commissions The recognition provisions for the received commissions relating to services or financial instruments depend on the purpose of the services rendered or the recognition method of the financial instruments to which the service is attached. Commissions remunerating an immediate service are recorded in the income as soon as the service is completed. Commissions collected as part of a continuing service, such as guarantee commissions and management commissions, are staggered over the duration of the service on a proportional basis. The commissions that are an integral part of the effective yield of an instrument, such as commissions for financing commitments given or the commissions for the granting of loans, are recognised and amortised as an adjustment of the loan’s effective yield over the estimated lifespan of the loan in question, when these commissions are considered to be significant. These commissions are therefore included in the “Interest and related income” rather than in the “Commissions” item. 5.19 Net gain / loss on financial instruments at fair value through profit or loss This item records the gains or losses at fair value through profit or loss, whether qualified as trading or fair value on option. It therefore primarily includes the fair value variations of derivatives, including interest, not used for hedging. This also applies to fair value variations of derivative instruments used for fair value hedging, but excluding interest. Consolidated financial statements 5.20 Net gains or losses on financial assets available for sale The net gains or losses on financial assets available for sale primarily include the income from the disposal of securities and the impairment losses on variable income securities. The impairment losses on fixed income securities are recognised in the risk cost. 5.21 Salary and employee benefits expenses The personnel costs include the wages and salaries, as well as the personnel benefits. 5.22 Cost of risk The net allowances of write-backs for depreciation and provisions, receivables written off as losses during the fiscal year, recoveries on amortised receivables comprise the risk expense on credit operations. Everything is recognised under the “Risk charge” heading of the profit and loss statement. This item also includes the impairment losses of the “Financial assets available for sale” involving fixed income securities. 5.23 Share of earnings of associates All of the entities consolidated using the equity method are considered as having an operational nature that proceeds from the group’s activity. Consequently, the share in the net earnings of companies accounted for using the equity method is presented after the operating earnings, in compliance with ANC recommendation n°2013-04 of 7 November 2013. 5.24 Guarantee activity 5.24.1. Guarantee commitments A financial guarantee contract is a contract that requires the issuer to make specific payments in order to repay the holder for a loss that it incurs due to the default of a specified debtor. Most of the guarantee commitments are carried by Bpifrance Financement and Bpifrance Régions, and are backed by guarantee funds. Information on the progress of the credit risk is primarily supplied to the group by its banking partners. When the group is informed of a customer default by a partner bank, the outstanding amounts are classified as doubtful. A provision is calculated on the basis of statistical data on the valuation of the recognised loss. The mechanism for identifying doubtful commitments is based on the downgrading of the receivables by the partner banks, and it applies the tainting principle for outstandings in default relative to the guarantee commitments. 2013 Bpifrance Financement Annual Report | 95 Consolidated financial statements When the group is informed of the enforcement of its guarantee after a default event or the occurrence of collective proceedings, the outstanding loans become compromised doubtful outstandings and a provision is recognised. This provision is adjusted in order to account for the recovery potential on the basis of statistical observations. In compliance with the IAS 39 standard, financial guarantee contracts are initially assessed at their fair value. Thereafter, in compliance with the provisions of the IAS 37 standard “Provisions, Contingent Liabilities and Contingent Assets”, the non-recognised litigation is provisioned. The fair value of the guarantees is assessed from internal default models, for bank loan guarantees, or from a maximum compensation rate for own funds guarantee operations. With the exception of risks on own funds operations, this assessment is discounted in order to take the time effect into account. The IFRS 4 standard is not applied to insurance contracts. The fair value of the guarantees is booked on the liabilities side of the balance sheet, under “Provisions”. The impact on the group’s earnings is nil as long as the associated guarantee funds are not used up, as future non-recognised litigation is charged against the guarantee funds. 5.24.2. The guarantee funds The guarantee funds are similar to reimbursable debt elements, the fair value of which is assessed by deducting the anticipated losses pursuant to the guarantees provided by the group. Moreover, the debt representing the preserved capital guarantee fund is assessed from an equivalent investment rate that allows for the recognition, in the guarantee funds, of future financial earnings intended to deal with any litigation pertaining to future production generations. In view of their specificity and importance for the group, they are included as balance sheet liabilities in a specific heading entitled “Public guarantee funds”. The assessment of the guarantee funds also takes into account: the assessment of the future and non-recognised litigation representing the fair value of the guarantees, as the latter is charged against the guarantee funds until used up, the discounting of the commissions to be received, the IFRS impacts on the assessment of the fixed income securities backing the guarantee funds. Primarily classified as “Financial assets held until maturity”, the amortised cost assessment of these securities leads to discrepancies relative to the reference base using the French standards. This impact is charged against the guarantee funds since, by agreement, 90% of the income and expenses associated with these securities are attributable to the guarantee funds. All flows associated with the guarantee funds are recognised as income and expenses, though with no impact on the group’s earnings. Special case of the securities backing the guarantee funds and included in the “Financial assets available for sale” Consolidated financial statements By principle, the securities included in the “Financial assets available for sale” are assessed at their fair value, with the fair value variations from one fiscal year to the next being recognised in the recyclable shareholders equity. However, as 90% of the earnings derived from the securities are attributable to the guarantee funds by agreement, only 10% of these fair value variations are recognised in the group’s recyclable shareholders equity, with the remaining 90% being recognised in a specific heading of the liabilities balance sheet, under the item “Accruals and miscellaneous liabilities”. 5.25 Innovation activity The innovation activity involves allocating subsidies or repayable advances on behalf of the State or of public partners. This activity is entirely financed by: - an allocation known as the State’s “intervention allocation”, structured as the Intervention guarantee fund, allocations from the local authorities. These allocations are recorded on the line “Net innovation intervention resources”. Such aid takes the shape of subsidies or of repayable advances in case of the project’s success, with the effect in the profit and loss statement being compensated by the recovery of the intervention allocation. In all, in terms of the method for the resources, the absence of compensation as well as the operating mode adopted for the depreciations, the innovation activity’s operating account should be balanced, thereby conveying the fact that all of the risk is carried by the State or the local authorities. As such, the IAS 20 standard: “Accounting for government grants and disclosure of government assistance” applies to the innovation operations. Repayable advances are recognised in the “Innovation financing aids” item on the asset side of the balance sheet. Any advances not disbursed are not recognised in the balance sheet, and are contained in the off-balance sheet commitments. Subsidies are recognised directly in the expenses, under the “Expenses on other activities” item. Subsidies granted to companies but not yet disbursed are shown on the liability side of the balance sheet in the “Accruals and miscellaneous liabilities” item, or are recognised in the off-balance sheet until their granting has been contractualized. The intervention allocations (State and partner financing) are recognised on the liabilities side of the balance sheet in the “Net innovation intervention resources” item once the State or the other partners have signed the agreements. They are used to finance the subsidies and repayable advances and are written back through profit or loss in keeping with the granting of subsidies to the beneficiaries and the occurrence of findings of failures or of the recognition of the depreciation and losses of repayable advances. Individual depreciations are recognised as deductions from the repayable advances when there is a recognised risk of non-recovery of all or part of the commitments assumed by the counterparty. 2013 Bpifrance Financement Annual Report | 97 Consolidated financial statements Moreover, collective impairments are calculated on the production of repayable advances financed by the State’s intervention allocation, and correspond with a financial indicator that allows for an assessment of the possible amount of the repayable advances that may have to be booked as expenses in the future profit and loss statements. When the risk becomes recognised, a reclassification is carried out between the collective impairment and the individual impairment. Individual and collective impairments established in this manner are recognised in the expenses in the profit and loss statement (“Expenses on other activities”). Symmetrically, the allocation consisting of the State’s intervention and the partner financing is booked as a counterparty of this item. Reversals of individual and collective impairment occur: when the impaired repayable advances finally become irretrievable and are recognised as expenses, when the impairment reversal results from a repayment of the advance. In the case of an impairment reversal, the liabilities are replenished accordingly. Pursuant to the IAS 20 standard, the proceeds and expenses allocated to the Guarantee funds are offset within the profit and loss statement, under the “expenses on other activities” item. Note 6.18 includes the amount of the expenses and proceeds in question. 5.26 Cash and cash equivalents The cash and cash equivalents heading includes the cash in hand and demand deposits, the very liquid short-term investments (under 3 months) that are easily convertible into a known cash amount and that are subject to a negligible risk of changing value. The cash equivalents are held in order to deal with short-term cash commitments. The cash equivalents consist of current accounts, overnight borrowings and loans, cash accounts, and central bank. 5.27 Usage of estimates in the preparation of the Financial Statements The preparation of the financial statements requires the formulation of hypotheses and estimates that include uncertainties with regard to their future realisation. Using information available on the closing date, these estimates require the managers to make use of their judgment. The future realisations depend on many factors: fluctuation of interest and exchange rates, economic situation, changes to regulations or legislation, … Amongst others, the following assessments require the formulation of hypotheses and estimates: - - the fair value of the financial instruments, notably the value relating to non-listed shares included in the “Financial assets available for sale” and the value relating to instruments negotiated overthe-counter and included in the “Financial Assets or Liabilities assessed at their fair value through profit or loss” (notably rate swaps), as well as more generally the value relative to the financial instruments for which this information must be included in the notes to the financial statements, the future and non-recognised litigation associated with the financial guarantees provided by Bpifrance Financement and Bpifrance Régions, Consolidated financial statements - - - the depreciations of the credit activity calculated on an individual basis, which are estimated on a discounted basis according to a certain number of parameters (estimate of a recovery schedule, for example), or economic factors, depreciations of the current activity calculated on a collective basis that notably use estimates of default probabilities and expert opinions, the calculations relative to the charges for the retirement services and future social benefits have been established on the basis of hypotheses regarding the discounting rate, personnel rotation rate and the evolution of the salaries and social charges, by their nature, the provisions are also the subject of estimates, consisting of liabilities for which the maturity or amount are not precisely fixed, the amount of the deferred taxes, as a deferred tax asset is only recognised if it is felt that there is a probable future availability of a taxable profit against which the deferred tax debits can be charged. Note 6 - Notes to the balance sheet For certain of the balance sheet’s accounting categories (in particular the ones that take in financial instruments), information on the contractual terms are provided under the references “Current” and “Non-current”. With reference to the IAS 1 standard “Presentation of Financial Statements”, the breakdown between ”Current” and “Non-current” is made in view of the contractual residual maturities and of the management intention. As such, an asset or liability is classified as “Current” in the event of realisations or settlements that will notably take place within the 12 months that follow the closing date. Inversely, realisations and settlements that will take place more than 12 months after the closing date are classified as “Noncurrent”. 6.1 Cash and central banks (assets and liabilities) (in millions of euros) assets Cash, central banks Total actif Liabilities Central banks Total liabilities 2013 2012 173,5 173,5 115,0 115,0 0,0 0,0 3,0 3,0 2013 Bpifrance Financement Annual Report | 99 Consolidated financial statements 6.2 Financial assets and liabilities at fair value through profit or loss Financial assets at fair value through profit or loss (in millions of euros) Financial assets held for trading purposes 2013 0,0 2012 0,0 Financial assets at fair value through profit or loss on option Bonds and other fixed income securities Equities and other variable income securities Other financial assets 2,0 70,9 0,0 2,0 79,5 0,0 Total financial assets at fair value through profit or loss on option 72,9 81,5 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 72,9 81,5 Derivative instruments at fair value through profit or loss (*) Interest rate derivatives Exchange rate derivative instruments Derivative instruments on equities and indices Total derivative instruments at fair value through profit or loss Total financial assets at fair value through profit or loss (*) not the subject of hedge accounting Breakdown of the Financial assets at fair value through profit or loss between current and non-current elements (in millions of euros) Current Non-current Total 2013 2012 2,0 70,9 72,9 1,9 79,6 81,5 Financial liabilities at fair value through profit or loss (in millions of euros) Financial liabilities held for trading purposes Financial liabilities at fair value through profit or loss on option Due to credit institutions Debts due to customers Other financial liabilities Total financial liabilities at fair value through profit or loss on option Derivative instruments at fair value through profit or loss Interest rate derivatives Exchange rate derivative instruments Derivative instruments on equities and indices Total derivative instruments at fair value through profit or loss Total financial liabilities at fair value through profit or loss 2013 0,0 2012 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 5,0 0,0 5,0 0,0 5,1 0,0 5,1 5,0 5,1 Consolidated financial statements Breakdown of the Financial liabilities at fair value through profit or loss between current and non-current elements (in millions of euros) Current Non-current Total 2013 2012 0,0 5,0 5,0 0,0 5,1 5,1 Credit risk associated with the financial liabilities at fair value through profit or loss Difference Total amount between the book Book of fair value value and the value variations contractually attributable to owed amount at (in millions of euros) 31/12/2013 the credit risk maturity Financial liabilities held for trading purposes 0,0 0,0 0,0 Financial liabilities at fair value through profit or loss on option 0,0 0,0 0,0 Derivative instruments at fair value through profit or loss 5,0 0,0 0,0 - Interest rate derivatives 0,0 0,0 0,0 - Exchange rate derivative instruments 5,0 0,0 0,0 - Derivative instruments on equities and indices 0,0 0,0 0,0 Total derivative instruments at fair value through profit or loss 5,0 0,0 0,0 Total financial liabilities at fair value through profit or loss 6.3 5,0 0,0 0,0 Derivative hedge instruments (assets and liabilities) Asset hedging derivative instruments (in millions of euros) Fair value derivative hedge instruments Interest rate derivatives Exchange rate derivative instruments Derivative instruments on equities and indices Cash flow derivative hedge instruments Total derivative hedge instruments (assets) Derivative hedge instruments Individual hedging * including fair value hedging * including cash flow hedging : Portfolio rate hedging (fair value hived-off global hedging) Portfolio rate hedging (cash flow hedge) Total derivative hedge instruments (assets) 2013 367,1 367,1 0,0 0,0 0,0 367,1 367,1 0,1 0,1 0,0 2012 503,9 503,9 0,0 0,0 0,0 503,9 503,9 0,0 0,0 0,0 367,0 0,0 367,1 503,9 0,0 503,9 2013 Bpifrance Financement Annual Report | 101 Consolidated financial statements Derivative hedge instruments - liabilities (in millions of euros) Fair value derivative hedge instruments Interest rate derivatives Exchange rate derivative instruments Derivative instruments on equities and indices Cash flow derivative hedge instruments Total derivative hedge instruments (liabilities) Derivative hedge instruments Individual hedging * including fair value hedging * including cash flow hedging : Portfolio rate hedging (fair value hived-off global hedging) 2013 432,2 432,2 0,0 0,0 0,0 432,2 432,2 0,0 0,0 0,0 432,2 0,0 432,2 Portfolio rate hedging (cash flow macro-hedge) Total derivative hedge instruments (liabilities) 2012 593,4 593,4 0,0 0,0 0,0 593,4 593,4 0,0 0,0 0,0 593,4 0,0 593,4 Breakdown of the inefficiency of the fair value hedge 2013 (in millions of euros) Fair value variation of the hedged element Fair value variation of the hedge instrument Total 6.4 2012 0,4 0,0 0,6 0,0 0,4 0,6 Non-current assets available for sale (in millions of euros) Negotiable debt instruments Bonds Government bonds Other obligations Equities and other variable income securities Non-consolidated equity securities Depreciation on assets available for sale Total financial assets available for sale 2013 60,0 106,0 104,8 1,2 34,4 29,4 -11,0 2012 312,2 108,8 107,2 1,6 39,9 21,6 -10,5 218,8 472,0 Consolidated financial statements Variation table of the impairments (in millions of euros) Balance on 1 January Fiscal year impairment Impairment loss Depreciation write-back 2013 Balance on 31 December 2012 10,5 0,5 1,3 -0,8 12,8 -2,3 1,2 -3,5 11,0 10,5 Breakdown of the Financial assets available for sale between current and non-current elements (in millions of euros) Current Non-current 2013 Total 6.5 2012 81,2 137,6 334,4 137,6 218,8 472,0 Loans and receivables due from credit institutions (in millions of euros) Overdrafts Term loans Individual impairment of loans and receivables Collective impairment of loans and receivables Inter-company receivables Total loans and receivables owed by lending institutions 2013 291,8 168,0 0,0 0,0 0,2 2012 275,7 118,5 0,0 0,0 0,3 460,0 394,5 Breakdown of the Loans and receivables owed by lending institutions between current and non-current elements (in millions of euros) Current Non-current Total 2013 351,3 108,7 2012 303,3 91,2 460,0 394,5 2013 Bpifrance Financement Annual Report | 103 Consolidated financial statements 6.6 Loans and receivables due from customers (in millions of euros) Ordinary accounts receivable, advances on TAP Short-term credit facilities Medium and long-term loans Subordinated loans Other credits Individual impairment of loans and receivables Collective impairment of loans and receivables Inter-company receivables Accounts opened with the State - Agence France Trésor Total loans and receivables owed by the clientele 2013 2,7 1 937,9 8 446,2 199,4 3 941,8 -248,8 -430,7 38,0 2012 15,6 933,1 7 072,2 161,7 3 157,7 -226,7 -368,4 31,3 4 943,4 4 780,5 18 829,9 15 557,0 Variation tables of the individual impairment (in millions of euros) Balance on 1 January Fiscal year impairment Individual impairment expense Individual depreciation write-back Accretion effect Other movements (3) Balance on 31 December PLMT (Long and medium-term loans) (1) 206,2 21,2 41,3 -14,3 -0,9 -4,9 227,4 2013 FCT (Short-term Oth financing) (2) er 19,8 0,7 1,1 -0,2 1,6 0,0 -2,7 -0,2 0,0 0,0 2,2 0,0 20,9 0,5 Total 226,7 22,1 42,9 -17,2 -0,9 -2,7 248,8 PLMT (Long and medium-term loans) (1) 188,5 17,7 25,3 -19,8 -1,3 13,5 206,2 2012 FCT (Short-term Oth financing) (2) er 17,2 0,7 2,6 0,0 1,9 0,1 -2,1 -0,1 0,0 0,0 2,8 0,0 19,8 0,7 Total 206,4 20,3 27,3 -22,0 -1,3 16,3 226,7 (1) Cofinancing activity - Medium and LongTerm Loans (PMLT) (2) Short-Term Financing Activity (3) The other movements primarily relate to the allocated guarantee funds (in millions of euros) Balance on 1 January Fiscal year impairment Individual impairment expense Individual depreciation write-back Accretion effect Other movements (3) Balance on 31 December Consolidated financial statements Variation tables of the collective impairment 2013 PLMT (long and medium-term FCT (Short-Term (in millions of euros) loans) Financing) Balance on 1 January 353,3 15,1 Fiscal year impairment 56,6 5,7 Depreciation charges net of available write-backs 69,9 7,4 Collective depreciation write-back -45,1 -1,7 Other movements 31,8 0,0 Balance on 31 December 409,9 20,8 Other 0,0 0,0 Total 368,4 62,3 0,0 0,0 0,0 0,0 77,3 -46,8 31,8 430,7 2012 (in millions of euros) Balance on 1 January Fiscal year impairment Depreciation charges net of available write-backs Collective depreciation write-back Other movements Balance on 31 December PLMT (long and medium-term loans) 284,0 69,3 FCT (Short-Term Financing) 0,0 15,1 Other 0,0 0,0 Total 284,0 84,4 59,4 -23,3 33,2 353,3 4,7 -2,4 12,8 15,1 0,0 0,0 0,0 0,0 64,1 -25,7 46,0 368,4 Breakdown of the loans and receivables due from customers between current and non-current elements (in millions of euros) Current Non-current Total 6.7 2013 2012 8 517,1 10 312,8 6 848,2 8 708,8 18 829,9 15 557,0 Finance lease and equivalent operations (in millions of euros) Real estate leasing (CBI) and equivalent operations Equipment leasing (CBM) and equivalent operations Inter-company receivables Individual impairment Collective impairment Total finance lease and equivalent operations 2013 3 844,9 1 582,6 21,2 -57,6 -102,0 2012 3 463,2 1 482,0 22,7 -49,9 -96,2 5 289,1 4 821,8 2013 Bpifrance Financement Annual Report | 105 Consolidated financial statements Variation table of the individual impairments (in millions of euros) Balance on 1 January Fiscal year impairment Individual impairment expense Individual depreciation write-back Other movements (1) Balance on 31 December CBI (real estate leasing) 24,0 14,3 6,0 -6,0 14,3 2013 CBM (equipment leasing) Total 25,9 49,9 -6,6 7,7 5,4 11,4 -10,0 -16,0 -2,0 12,3 38,3 19,3 57,6 (1) The other movements primarily relate to the allocated guarantee funds (in millions of euros) Balance on 1 January Fiscal year impairment Individual impairment expense Individual depreciation write-back Other movements (1) Balance on 31 December CBI (real estate leasing) 20,6 3,4 8,5 -4,2 -0,9 2012 CBM (equipment leasing) Total 28,2 48,8 -2,3 1,1 10,4 18,9 -12,6 -16,8 -0,1 -1,0 24,0 25,9 49,9 (1) The other movements primarily relate to the allocated guarantee funds Variation table of the collective impairments (in millions of euros) Balance on 1 January Fiscal year impairment Depreciation charges net of available write-backs Collective depreciation write-back Balance on 31 December (in millions of euros) Balance on 1 January Fiscal year impairment Depreciation charges net of available write-backs Collective depreciation write-back Balance on 31 December CBI (real estate leasing) 74,0 7,4 6,3 1,1 2013 CBM (equipment leasing) Total 22,2 96,2 -1,6 5,8 7,5 1,2 -2,8 -1,7 81,4 20,6 102,0 CBI (real estate leasing) 88,9 -14,9 -8,5 -6,4 2012 CBM (equipment leasing) Total 14,2 103,1 8,0 -6,9 3,4 11,9 -3,9 -10,3 74,0 22,2 96,2 Consolidated financial statements Breakdown of the Finance lease operations between current and non-current elements (in millions of euros) Current Non-current 2013 Total 6.8 2012 781,8 4 507,3 729,5 4 092,3 5 289,1 4 821,8 Innovation financing aids (in millions of euros) Innovation repayable advances Individual impairment Collective impairment Total aid for financing innovation 6.9 2013 1 278,8 -197,0 -466,9 2012 1 351,6 -249,0 -457,2 614,9 645,4 Held-to-maturity financial assets (in millions of euros) Negotiable debt instruments Bonds Government bonds Other obligations Impairment of financial assets held until maturity Total financial assets held until maturity 2013 219,2 6 414,9 6 117,6 297,3 0,0 2012 282,0 5 067,3 4 743,8 323,5 0,0 6 634,1 5 349,3 Breakdown of the Financial assets held to maturity between current and non-current elements (in millions of euros) Current Non-current Total 2013 2012 361,6 6 272,5 415,8 4 933,5 6 634,1 5 349,3 2013 Bpifrance Financement Annual Report | 107 Consolidated financial statements 6.10 Current and deferred tax assets and liabilities (in millions of euros) Current taxes Deferred taxes 2013 2012 34,6 0,0 54,2 1,8 Current and deferred tax assets Current taxes Deferred taxes 34,6 1,4 18,6 56,0 1,8 0,0 Current and deferred tax liabilities 20,0 1,8 6.11 Accrued income / expense, and other assets / liabilities Accruals and other assets (in millions of euros) Discounted value of pending commissions owed to the guarantee funds (activity garantie) Deferred expenses Accrued income Automatic direct debits in progress Other Total of the accruals and deferred income 2013 2012 150,8 76,6 6,8 127,6 52,8 147,5 49,2 6,8 0,8 43,8 414,6 248,1 Other assets (in millions of euros) Settlement accounts for securities transactions Guarantee margins paid on repurchase transactions and interest rate swap contracts Receivables with State and Innovation partners Guarantee funds to be received Other sundry debtors Stocks and sundry assets Total of the other assets 2013 2012 0,7 194,5 0,7 224,2 722,5 167,8 58,2 12,2 748,2 14,4 70,0 10,9 1 155,9 1 068,4 Consolidated financial statements Accruals and deferred expenses (in millions of euros) Subsidies to be paid (innovation) Guarantee commissions booked in advance (*) Other deferred income Other tax and social charges to be paid Other charges to be paid Other Total of the accruals and deferred expenses (*) The increase of the guarantee commissions recorded in advance is linked to the reclassification of the unique and simplified unique commissions in the regularisation account. The collection of commissions in advance on a single occasion has been generalized. 2013 2012 599,2 599,9 164,7 18,6 8,6 1,4 56,9 55,0 9,5 6,9 263,8 81,7 1 102,7 763,5 Other liabilities (in millions of euros) Outstanding payments on securities not fully paid up Received security deposits Other guarantees received Litigation to be paid on proven risks relative to guarantee commitments Allocated public sector funds - FDES advances Invoices to be paid on leasing operations Preserved capital guarantee funds (guarantee activity) Other tax and social debts Guarantee commissions earned in advance from customers (*) Sundry creditors Total other liabilities (*) The decrease of the commissions earned in advance is linked to the reclassification of the unique and simplified unique commissions in the regularisation account. 6.12 2013 3,3 3,7 105,5 1 299,1 8,5 54,3 511,7 23,9 0,5 35,4 2 045,9 2012 6,9 4,0 175,9 1 208,5 10,2 49,6 495,1 13,4 88,7 34,5 2 086,8 Investment property (in millions of euros) Investment property Gross value of land and buildings Amortisations and depreciations Total investment buildings 2013 2012 17,7 -5,7 17,7 -5,4 12,0 12,3 2013 Bpifrance Financement Annual Report | 109 Consolidated financial statements 6.13 Tangible and intangible assets (in millions of euros) 1 - Tangible fixed assets 1.1 - Land and buildings Amortisations and depreciations 2013 Net amount 1.2 - Other tangible fixed assets Amortisations and depreciations Net amount Total tangible fixed assets 2 - Intangible fixed assets 2.1 - Software programs Amortisations and depreciations Net amount 2.2 - Other intangible fixed assets Amortisations and depreciations Net amount 2012 151,9 -54,9 97,0 21,8 -16,2 5,6 123,4 -47,7 75,7 19,9 -14,9 5,0 102,6 80,7 141,9 -96,3 45,6 1,2 0,0 1,2 121,1 -80,9 40,2 1,2 0,0 1,2 46,8 41,4 Total intangible fixed assets Tangible fixed assets (in millions of euros) Gross amount as at 31/12/2012 Acquisitions Exits Entry into the perimeter Other movements Gross amount as at 31/12/2013 Total depreciation on 31/12/2013 Net amount on 31/12/2013 Land and buildings 123,4 5,0 -1,2 25,1 -0,4 151,9 -54,9 97,0 Other tangible fixed assets 19,9 2,5 -0,7 0,1 0,0 21,8 -16,2 5,6 Intangible fixed assets Other Software intangible fixed assets 121,1 23,0 -2,2 0,0 0,0 141,9 -96,3 45,6 1,2 0,0 0,0 0,0 0,0 1,2 0,0 1,2 Consolidated financial statements 6.14 Debts to credit institutions (in millions of euros) Demand and overnight debts Ordinary deposits and accounts Overnight borrowings and accounts Term debts Term borrowings and accounts . including Codevi / Livret Développement Durable resources . including EIB, KfW and BDCE resources . including refinancing with the European Central Bank Securities sold on repo Associated liabilities 2013 Total debts to lending institutions 2012 1,8 1,8 0,0 11 115,7 6 843,9 4 828,9 825,0 1 190,0 4 271,8 62,1 5,6 5,6 0,0 10 266,1 6 642,9 4 701,0 900,0 500,0 3 623,2 73,4 11 179,6 10 345,1 Breakdown of the Amounts due to credit institutions between current and non-current elements (in millions of euros) Current Non-current Total 6.15 2013 5 969,3 5 210,3 2012 4 238,5 6 106,6 11 179,6 10 345,1 Debts due to customers (in millions of euros) Demand and overnight debts Ordinary deposits and accounts Overnight accounts and borrowing Term debts Term borrowings and accounts . including EPIC BPI-Groupe loans Securities sold on repo Associated liabilities Advance from State shareholder Associated liabilities of the shareholder's advance Total debts due to customers 2013 2012 222,7 153,1 222,7 153,1 0,0 0,0 2 027,7 2 104,5 2 022,1 2 081,9 1 621,5 1 624,4 5,6 22,6 18,1 19,4 300,0 300,0 0,0 0,0 2 568,5 2 577,0 Breakdown of the debts due to customers between current and non-current elements (in millions of euros) Current Non-current Total 2013 439,8 2 128,7 2 568,5 2012 419,4 2 157,6 2 577,0 2013 Bpifrance Financement Annual Report | 111 Consolidated financial statements 6.16 Debt securities (in millions of euros) Bond issues 2013 7 993,9 2012 4 243,2 61,0 61,0 EMTN (*) 2011 1 200,0 1 200,0 EMTN (*) 2012 2 613,9 2 613,9 EMTN (*) 2013 3 770,0 0,0 Revaluation of micro-hedged loans (net of issue costs) -24,3 -31,7 FCT Proximité PME December 2010 186,7 200,0 186,6 200,0 Negotiable debt instruments Associated liabilities 1 394,2 54,1 1 293,4 36,0 Total debts represented by a security 9 442,2 5 572,6 Bond loan OSEO 1995 PIBOR maturity 20/11/15 FCT Proximité PME March 2011 Euribor Euribor (*) As a supplement to the €61 million PIBOR bond loan maturing on 20/11/2015, the outstandings of the bond issues carried out as part of the Bpifrance Financement EMTN (Euro Medium Term Notes) is equal to €7,584 million euros as on 31 December 2013. The update of the prospectus, on 3 June 2013 as approved by the Financial Markets Authority (AMF), sets a new ceiling of €20 billion for this programme, for which the issues are subject to guarantee by the EPIC BPI-Groupe and are rated Aa1 by the Moody's agency on 31 December 2013. Breakdown of the Debts represented by a security between current and non-current elements (in millions of euros) Current Non-current Total 2013 1 527,4 7 914,8 2012 1 328,9 4 243,7 9 442,2 5 572,6 Consolidated financial statements 6.17 Impairment and provisions Provisions (in millions of euros) Provisions on credit risks Provisions for restructuring Provisions for other employee benefit commitments Fair value of the guarantees given Innovation off-balance sheet commitments Other 2013 2,9 2,5 15,1 1 352,9 263,0 24,2 2012 3,1 2,7 15,1 1 424,8 296,1 18,0 Total provisions 1 660,6 1 759,8 2013 Bpifrance Financement Annual Report | 113 Table of depreciation flows and provisions (in millions of euros) Impairment and provisions for doubtful loans and credit risks - Fair value of the guarantees given Allowances Reversals of Reversals of Depreciations to the Available Depreciations Other Depreciations and Depreciations Depreciations and variations and provisions provisions to and and provisions (2) to 31/12/13 31/12/12 provisions provisions used (1) Risks charged on the Fund of guarantee Nonrecoverable receivables not hedged by the provisions Recoveries on depreciated receivables Impact on the earnings (3) 2 170,4 852,7 527,7 237,1 -62,5 2 195,8 260,4 17,1 6,0 -75,7 277,9 0,0 226,7 49,9 1,2 0,1 55,0 0,0 43,4 11,5 0,0 0,1 18,3 0,0 2,3 15,5 0,5 0,0 15,4 0,0 14,9 0,5 0,0 0,0 8,1 0,0 -4,1 12,2 0,0 0,0 307,3 0,0 248,8 57,6 0,7 0,2 0,0 0,0 0,0 0,0 0,0 0,0 8,0 0,0 6,0 2,0 0,0 0,0 5,5 0,0 2,3 3,2 0,0 0,0 -39,2 0,0 -44,8 5,2 0,5 -0,1 3,1 1 424,8 464,6 784,7 -71,9 84,9 460,9 0,0 48,5 221,7 0,0 0,0 -102,3 0,0 31,7 2,9 1 352,9 532,7 332,3 -71,9 0,0 9,1 0,0 0,0 0,5 0,0 0,0 -0,1 0,0 -36,4 18,0 7,1 0,8 0,1 0,0 24,2 Impairment on aid for financing innovation 706,2 72,1 72,1 0,0 -42,3 663,9 Provisions for innovation aid commitments 296,1 0,0 23,5 0,0 -9,6 263,0 2,8 0,5 2,3 0,5 0,0 0,5 2,5 0,7 1,8 0,0 0,0 0,0 17,6 2,5 15,1 - Impairment of doubtful loans . Interbank loans . Clientele loans . Leasing transactions (excl. interest) . Securities transactions . Sundry debtors - Provisions on credit risks - Fair value of the guarantees - Collective impairment Prov. for misc. operating contingencies Other provisions 17,8 - Provisions for restructuring 2,7 - Provisions for employee benefit commitments 15,1 (1) Write-backs correspond to write-offs as losses (2) Variations in scope, exchange rate and reclassification of provisions (3) -/+ Net allowances or write-backs + Risks charged to the guarantee funds - Non-recoverable receivables + Recoveries on impaired receivables Consolidated financial statements Consolidated financial statements 6.18 Net innovation intervention resources (in millions of euros) ISI Innovation aid - ISI (Innovation Stratégie Industrielle) Industrial innovation mobilising programme - ISI 2008 (PMII - 2013 276,0 2012 206,2 77,9 88,3 291,7 58,5 86,4 295,5 28,4 14,5 Strategic sectors Total of the net innovation intervention resources 173,9 68,8 1 005,0 247,2 43,1 951,4 Net innovation intervention resources (in millions of euros) Net innovation intervention resources on 31/12/2012 2013 allocations (net balance) Subsidies Provisions, losses and recognised failures Financial earnings and charges Miscellaneous proceeds Appraisals and miscellaneous expenses Net innovation intervention resources on 31/12/2013 951,4 389,8 -246,9 -91,1 -1,2 7,3 -4,3 1 005,0 Programme Mobilisateur pour l'Innovation Industrielle) Single Interministerial Fund (FUI - Fonds Unique Interministériel) Aid on partners financing Innovation Guarantee Regional Funds (FRGI - Fonds Régionaux de Garantie de l'Innovation) Structuring projects of the competitiveness clusters (PSPC - Projets Structurants des Pôles de Compétitivité) 6.19 Public Guarantee Fund (in millions of euros) Reserve funds AFT (Agence France Trésor) CDC Hived-off assets Other Funds Bpifrance Regions funds Total of the public guarantee funds Public guarantee funds (in millions of euros) Public guarantee funds on 31/12/2012 Appropriations to 2013 guarantee funds (net balance) Repayments of guarantee funds Guarantee commissions Financial proceeds and recoveries Cost of risk Discounted provisions Public guarantee funds on 31/12/2013 2013 875,8 989,5 7,5 13,7 108,4 301,6 2012 888,2 852,5 24,3 24,6 105,0 264,6 2 296,5 2 159,2 2 159,2 306,5 -16,5 80,5 28,5 -260,6 -1,1 2 296,5 2013 Bpifrance Financement Annual Report | 115 Consolidated financial statements 6.20 Subordinated debts (in millions of euros) Subordinated perpetual debt Mutual guarantee deposits Associated liabilities Total subordinated debts 2013 2012 0,0 14,6 0,0 14,6 0,0 14,7 0,0 14,7 Breakdown of the Subordinated debts between current and non-current elements (in millions of euros) Current Non-current Total 6.21 2013 2012 14,3 0,3 14,6 14,3 0,4 14,7 Fair value of assets and liabilities (in millions of euros) ASSETS Financial assets at fair value through profit or loss - Bonds and other fixed income securities - Equities and other variable income securities Derivative hedge instruments - Interest rate derivatives Non-current assets available for sale - Negotiable debt instruments - Government bonds - Other obligations - Equities and other variable income securities Loans and receivables due from credit institutions Loans and receivables due from customers Finance lease and equivalent operations Financial assets held to maturity - Negotiable debt instruments - Government bonds - Other obligations Investment property LIABILITIES Financial liabilities at fair value through profit or loss - Exchange rate derivative instruments Derivative hedge instruments - Interest rate derivatives Due to credit institutions Debts due to customers Debt securities Level 1 2013 (1) Level 2 Level 3 0,0 0,0 0,0 367,1 367,1 60,0 60,0 106,0 104,8 1,2 460,3 19 684,2 5 528,6 6 839,2 127,0 92,2 127,0 6 428,3 318,7 15,4 0,0 5,0 5,0 0,0 432,2 432,2 11 479,3 2 739,5 9 085,1 373,3 Total 72,9 2,0 70,9 0,0 72,9 2,0 70,9 367,1 367,1 52,8 218,8 60,0 104,8 1,2 52,8 52,8 460,3 19 684,2 5 528,6 0,0 6 966,2 219,2 6 428,3 318,7 15,4 0,0 5,0 5,0 0,0 432,2 432,2 11 479,3 2 739,5 9 458,4 (1) : the new information relative to the fair value hierarchy applies on a forward-looking basis as of 1 January 2013. Consolidated financial statements (in millions of euros) ASSETS Financial assets at fair value through profit or loss - Bonds and other fixed income securities - Equities and other variable income securities Derivative hedge instruments - Interest rate derivatives Non-current assets available for sale - Negotiable debt instruments - Government bonds - Other obligations - Equities and other variable income securities Loans and receivables due from credit institutions Loans and receivables due from customers Finance lease and equivalent operations Financial assets held to maturity Investment property Level 1 2012 Level 2 Level 3 0,0 0,0 107,2 0,6 0,6 503,9 503,9 313,8 312,2 107,2 1,6 LIABILITIES Financial liabilities at fair value through profit or loss - Exchange rate derivative instruments Derivative hedge instruments - Interest rate derivatives Due to credit institutions Debts due to customers Debt securities 0,0 0,0 5,1 5,1 593,4 593,4 Total 80,9 2,0 78,9 0,0 81,5 2,0 79,5 503,9 503,9 51,0 472,0 312,2 107,2 1,6 51,0 51,0 395,3 16 099,9 5 113,6 5 848,8 15,4 0,0 5,1 5,1 0,0 593,4 593,4 10 387,0 2 709,6 5 572,6 No significant transfer between fair value levels occurred during the fiscal year. 6.22 Euro equivalent of foreign currency transactions (in millions of euros) Assets Liabilities 2013 1,6 21,5 2012 1,6 24,4 These net balance sheet positions are hedged using financial instruments negotiated over-the-counter (forward foreign currency and exchange swaps). 2013 Bpifrance Financement Annual Report | 117 Consolidated financial statements 7.1 Note 7 - Notes relative to the profit and loss statement Interest income and expense Interest income (in millions of euros) Transactions with lending institutions Customer loans Overdrafts Short-term credit facilities Medium and long-term loans Miscellaneous credits Subordinated debts Variation of discounted future guarantee commissions Subtotal customer loans Finance lease operations Rents Depreciation allowances Allowances for special depreciations (Art. 64 and Art. 57) Net movements on depreciation of termination compensation Other proceeds Subtotal finance lease operations Operations involving financial instruments Non-current assets available for sale Financial assets held to maturity Capital gain from disposals of securities backing the guarantee funds (*) Hedging derivatives Subtotal transactions on financial instruments Other interests and similar income Total interest and related income (*) After the 30 June 2012 reclassification of part of the financial assets held until maturity as financial assets available for sale, in October 2012, the former OSEO carried out its disposal for the price of €2,875.5 million, corresponding with a book value of €2,661.2 million, i.e. a capital gain of €214.3 million. 2013 2012 3,0 27,4 0,1 0,1 29,5 22,6 274,3 223,4 278,1 261,8 6,6 5,9 3,3 22,9 591,9 536,7 936,4 678,3 -90,0 -10,5 97,6 255,2 887,4 632,9 -78,4 -8,5 97,3 264,9 1,3 152,0 0,0 173,2 326,5 67,8 187,0 214,3 203,9 673,0 2,5 0,4 1 1 179,1 502,4 Consolidated financial statements Interest and similar expenses (in millions of euros) 2013 2012 158,2 195,6 Transactions with lending institutions 162,7 165,8 -79,9 -97,0 Customer loans of which allocation of commission earnings to the guarantee funds Finance lease operations Allowances to depreciations (excluding Art. 64 and Art. 57) Other expenses Subtotal finance lease operations Operations involving financial instruments 0,0 -92,7 -92,7 138,7 -74,4 0,0 -0,2 193,5 248,5 332,2 323,1 Debt securities Subordinated debts Hedging derivatives Subtotal operations with financial instruments Other interest and similar charges of which financial earnings allocated to the guarantee funds (*) Total interest and related expenses (*) After the 30 June 2012 reclassification of part of the financial assets held until maturity as financial assets available for sale, in October 2012, the former OSEO carried out its disposal for the price of €2,875.5 million, corresponding with a book value of €2,661.2 million, i.e. a capital gain of €214.3 million. 7.2 0,0 -96,4 -96,4 -24,4 298,8 -18,8 274,6 -1 770,2 079,7 Net gain / loss on financial instruments at fair value through profit or loss (in millions of euros) Net income on trading portfolio Net income on fair value portfolio on option Net income on derivative instruments and revaluation of hedged elements Individual hedging (inefficiency) Hived-off global hedging Isolated swaps Other Net income from exchange operations Total net gains or losses on financial instruments at the fair value through profit or loss 2013 2012 0,0 -2,3 0,0 0,8 0,9 0,4 0,0 0,0 0,5 0,0 0,9 0,6 0,0 0,0 0,3 0,0 -1,4 1,7 2013 Bpifrance Financement Annual Report | 119 Consolidated financial statements 7.3 Net gains or losses on financial assets available for sale (in millions of euros) Dividends Disposal income Disposal capital gains Disposal capital losses Depreciation write-backs Impairment losses on variable income securities Total net gains or losses on financial assets available for sale 7.4 2013 2012 0,4 5,5 5,5 -0,3 0,3 -1,3 0,9 4,8 4,7 -3,3 3,4 -1,1 4,6 4,6 Income and expenses from other activities (in millions of euros) Proceeds Intervention allocations from partners - (innovation activity) Operating allocations - (innovation activity) Expenses charged back Investment property Commission on recoveries and on insurance sold Capital gains on stock disposals Other proceeds 2013 2012 17,3 33,0 3,2 2,2 6,3 1,9 31,5 35,1 37,7 2,5 2,1 5,1 2,4 36,0 Total income from other activities Expenses Subsidies paid on behalf of partners Subsidies paid on own funds Provisions and losses on innovation aid Investment property of which depreciation charges Capital losses on stock disposals Other expenses 95,4 120,9 -13,5 0,1 -3,3 -0,3 -0,3 -8,0 -10,3 -28,6 0,1 -5,9 -0,3 -0,3 -6,4 -16,5 Total expenses from other activities -35,3 -57,6 Consolidated financial statements 7.5 Operating general expenses (in millions of euros) Personnel expenses Duties and taxes Other operating expenses Costs related to restructuring Total general operating expenses 7.6 2013 -164,2 -22,8 -87,9 -0,5 2012 -162,5 -23,6 -83,4 -1,3 -275,4 -270,8 Amortisation & depreciation allowances on tangible & intangible fixed assets (in millions of euros) Depreciation allowances Allowances for impairment losses Write-backs for impairment losses Total amortisation and depreciation allowances on tangible and intangible fixed assets 7.7 2013 2012 21,9 18,9 0,0 0,0 0,0 0,0 21,9 18,9 Cost of risk 2013 Individual impairment Collective impairment 2012 Other liabilities Total Total (in millions of euros) Net allowances or write-backs for depreciations and provisions Non-provisioned losses Recoveries on impaired receivables -36,7 -8,0 5,5 -36,4 0,0 0,0 8,5 -9,1 0,5 -64,6 -17,1 6,0 -61,1 -9,1 5,5 Total risk cost -39,2 -36,4 -0,1 -75,7 -64,7 7.8 Taxes Income tax (in millions of euros) Corporation tax Deferred taxes Total income tax 2013 2012 -28,1 -19,8 -40,7 -11,6 -47,9 -52,3 2013 Bpifrance Financement Annual Report | 121 Consolidated financial statements Analysis of the income tax expense (in millions of euros) Group share of net earnings Share of net earnings of minority interests Net tax charge booked 2013 58,7 1,3 47,9 2012 98,1 2,0 52,3 107,9 152,4 34,43 34,43 Total theoretical tax charge (C)=(A*B) Reconciliation items: Capital gains and profits taxed at reduced rates or tax exempt Other permanent differences Consumption (or creation) of losses carried forward 5% exceptional contribution for 2011 and 2012 10.7% exceptional contribution for 2013 and 2014 Other elements 37,1 52,5 -0,5 -1,2 0,0 0,0 13,6 -1,1 -1,5 -1,7 1,4 2,0 0,0 -0,4 Total elements reconciled 10,8 -0,2 47,9 52,3 Pre-tax earnings French ordinary law taxation rate Net tax charge booked 8.1 (A) (B) (D) (C) + (D) Note 8 - Exposure, management and measurement of risks General risk management organisation This note presents the main risks associated with the financial assets and liabilities and their management by the approved credit institution, Bpifrance Financement. The main risks inherent to the group’s banking activity are: the credit and counterparty risks: risks of losses due to a counterparty’s inability to meet its financial obligations, market and exchange risks: risks of losses due to changing prices and market rates, liquidity risks: risks that the group will be unable to meet its commitments after their maturity. The operational risks. In general terms, the various Bpifrance Financement group departments and subsidiaries carry out their activities within the framework of procedures that align with the body of rules set down for the company: the credit risk reference bases and the financial activities memorandum. The permanent and periodic control functions verify the compliance with the procedures and instructions. The Bpifrance Financement Risk department revolves around: coordination by the Risk Permanent Control department (the business line departments provide the operational control of the risks), a risk committee that is in charge of the overall monitoring of the Group risks. Consolidated financial statements The role of the risk committee is to ensure the existence of a suitable system of limits, to ensure compliance with the limits and their periodic review, and to assess the incurred risk levels. The Risk Committee, that includes the Executive Body as well as the main functions in charge of measuring and controlling risks, meets on a quarterly basis. The management of these risks is based on a differentiated approach for each type of risk. Exposure, management and measurement of the risks of the innovation aid activity Financed by public allocations, primarily from the State, the Regions and Europe, Bpifrance Financement is active in the financing and support of innovative companies. With a general interest mission within the framework of the economic policy undertaken by the French State in order to promote and develop investment in research and innovation, it provides companies with subsidies and repayable advances. As such, the particularities of its actions and of its financing method mean that the standards IAS 39 “Financial instruments: recognition and measurement” and IFRS 7 “Financial instruments: disclosures” are not applicable relative to Bpifrance Financement. 8.2 Credit risks 8.2.1. Selection system for operations For each type of aid, eligibility criteria are defined within the commissioning framework. They can involve the age of the beneficiary company, the business sector, the project’s nature, the operation’s duration, and the fact of sharing with a bank establishment. The granting of the loan is subject to an annual investigation that clarifies the risk policy for the year, as validated by the General management. For each operation analysis, it relies on ratings of the counterparty, the project and the transaction. The transaction’s characteristics pertain primarily to the provisions and quality of the sureties and guarantees anticipated in order to reduce the exposure to the credit risk. The sureties and guarantees are the normally adopted ones, according to the nature and duration of the credit operations: disposals of receivables, mortgages, pledges, bank guarantees and backing on guarantee funds. For all financing, guarantee and innovation activities, the Commitments Department performs a counter-analysis of the files that exceed the delegation level of the Network Departments, for which the decision rests with the Commitments committee. 8.2.2. Risk measurement and surveillance system The surveillance and control of commitments with the clientele include a limit system that takes into account the own funds and outstandings of Bpifrance Financement. These limits apply to the total aggregate amount of the outstandings, of the notified agreements that have not yet been used (whether the contract has been signed or not) and the internal agreements that have not yet been notified. They must be respected when agreeing to any new operation, as well as during any decision for transfers of outstandings, and they are in addition to the possible ceiling rules that are specific to certain products. Any granting decision resulting in an overrun of these limits is submitted to the Commitments Committee, and is under the responsibility of the Senior managers. 2013 Bpifrance Financement Annual Report | 123 Consolidated financial statements Limits by beneficiary group The first limit is global and relates to all commitments involving a given beneficiary group. It is expressed as a net amount after consideration of the bank counter-guarantees, and is established according to the beneficiary group’s rating by means of a percentage of the Bpifrance Financement own funds. Within the above limit, specific limits are set relative to certain groups of products on the level of each beneficiary group. In guarantee terms, each fund’s intervention capacity also constitutes a limit. This limit is directly monitored by the Capital and Balance Sheet Department. Sector limit This involves the financing activity. This limit applies to the business sector as defined by the NAF codes that are assigned to them, according to the distribution prepared by the Commitment Department in its sector-based follow-up. It is determined in comparison with a relative weight in the Bpifrance Financement gross outstandings of Medium Long Term (MLT) and Short Term (ST) financing, and is a function of the degree of estimated risk based on expert opinions, by the Commitment Department, for each sector (low, moderate or high risk). Monitoring compliance with these limits is the responsibility of the Commitment Department, that uses a system for alerting the Senior managers when this limit is close to being reached (outstandings > 90% of the limit). Any granting decision resulting in an overrun of these limits is submitted to the Commitments Committee, and is under the responsibility of the Senior managers. Follow-up and analysis of the quality of the loan commitments These limits are monitored each quarter by the Risk Committee, and reviewed at least annually. An annual presentation is made to the Audit and Risk Committee. The quality of the credit outstandings is analysed each month as part of a re-rating exercise. A quarterly report is presented to the Risk Committee. Second level controls Ex-post controls (i.e. second level) on all decisions (delegated and centralised) by all of the business lines (financing, guarantee and innovation) have been performed by the Risk Permanent Control department. The controllers verify compliance with the procedures and instructions. The verifications are performed based on documents and by sampling, involving all files coming from the Bpifrance Financement business lines (financing, guarantee and innovation), and are extended to a verification of the implementation and compliance with the Commitment Committee’s decisions. Consolidated financial statements 8.2.3. Concentration risk A review of the major outstandings (representing 36% of the MLT outstandings and 22% of the ST outstandings in 2013) is produced each quarter and presented to the Risk Committee. Each year, this analysis is presented to the Audit and Risk committee. 8.2.4. Credit risk internal rating system The credit risk internal rating system “Decision-Aid Tool” (OAD) is used for all MLT and ST financing operations, as well as for non-delegated guarantee operations. The system is managed by the “Support and Processes” Domain within the Commitments Department, as a proprietary application. This Domain is in charge of designing rating systems relative to the credit risks of the Bpifrance Financement clientele, their evolution and their performance, on the qualitative level. The Capital and Balance Sheet Department is in charge of preparing statistical models and the annual backtesting report on the tracking of the models. The notion of “backtesting the models” refers to all surveillance techniques for the default risk models and, more specifically, statistical methods, the analysis of observed default rates relative to anticipated default probabilities, and benchmarking of the rating models. Moreover, a validation procedure for new models has been in place since 2009. It is based on a technical committee that prepares a decision project that includes the Risk Permanent Controller’s opinion, and that is submitted for validation to the Senior managers that decide on the operational deployment of the models. 8.2.5 Follow-up of doubtful operations Strict criteria govern the procedures for acceptance by the Litigation Department, as well as the same department’s handling of the dossiers. With regard to the acceptance, it occurs either as part of an automatic process, or via a decision by the Commitments Committee. The operational processing of the dossiers is provided within the framework of procedural rules that provide for ensuring the efficiency of the collection or re-marketing measures, for quantifying the collection estimates and validating the depreciations. A delegation diagram determines the competency limits on the basis of the nature of the decisions. The collection estimates are examined with each dossier event and according to a frequency that is at least annual. For each product type, the most significant outstandings are reviewed every four months by the Litigation Committee that consists of the Customer Management Director or his representative, the Litigation Director, the Manager of the operational service in question, and the Support Functions Manager. 2013 Bpifrance Financement Annual Report | 125 Consolidated financial statements 8.3 Counterparty risk on financial activities 8.3.1. Exposure to the counterparty risk Origin The group’s exposure to the counterparty risk on financial activities originates with three types of operations: The investment operations of the guarantee funds, The long-term management operations of the liquidity position and of the rate on loan activities, The short-term operations to replace the group’s temporarily available cash. Measurement A loan’s risk is equal to the outstanding capital, the risk on a security is equal to the security’s nominal amount, and a derivative product’s risk is assessed at 0.75% per outstanding year of the underlying value, after a 67% abatement in order to account for the cash guarantee write-back systems. This calculation provides a risk valuation that is similar to the regulatory valuation method based on the market price. 8.3.2. Risk policy In view of the public nature of most of the managed capital, the emphasis is on risk diversification and the search for the greatest possible security of the transactions: the authorised counterparties have at least a rating of “A” as provided by specialised agencies, transactions involving financial instruments are systematically the subject of collateral agreements, cash transactions are governed by strict duration rules. The outcome is that long-term investments are primarily carried out with public authorities, notably for the guarantee funds, while short-term investments and operations involving financial instruments are, for their part, carried out with lending institutions. 8.3.3. Management method The counterparty risk is managed using a limit mechanism based on the ratings assigned to each counterparty by specialised rating agencies. Counterparties are classified into 8 categories, with each of them having the following: 1°) A commitment amount limit, calculated from an internal model, on the basis of: a) a theoretical allocation of the Bpifrance Financement own funds for the overall hedging of its counterparty risks, b) the need for own funds corresponding with the counterparty’s default probability, c) a risk division rule that limits the exposure to a given signature, d) the consideration of the amount of the counterparty’s original own funds. Consolidated financial statements The tracking of the evolution of the quality of the counterparties is performed by the Financial Operations Department, on a double level: legal entities and economic groups. For each counterparty and each group, the Counterparty Risk Committee defines separate limits for the “Financing” and “Guarantee” business lines. 2°) A commitment duration limit, defined with reference to the own funds consumption on the basis of the solvency ratio, using the standard method, for a banking counterparty. These various parameters can be updated on the basis of changes to the environment, or to the establishment’s risk policy. 8.3.4. Control and reports The Financial Operations Department reports on the limits and their usage and, each day, prepares a report on the possible inflows, outflows and variations of overruns recorded for each counterparty. The recipients are the managers of the Financial Operations Department, the Capital and Balance Sheet Department, and the trading room operators. A monthly report on the main evolutions is also prepared. It is provided to the members of the Bpifrance Financement General Management, and to the Finance Committee members. 8.4 Quantitative analyses of the credit and counterparty risks on financial activities Maximum credit risk exposure (in millions of euros) Financial assets at fair value through profit or loss Asset hedge derivative financial instruments Non-current assets available for sale Loans and receivables to lending institutions Loans and receivables to customers Finance lease operations Financial assets held to maturity Guarantee commitments given and signature commitments Granting of irrevocable credit lines 2013 Total 2012 72,9 367,1 218,8 460,0 18 829,9 5 289,1 6 634,1 11 819,0 4 238,7 81,5 503,9 472,0 394,5 15 557,0 4 821,8 5 349,3 12 079,5 3 911,3 47 929,6 43 170,8 Quantitative information on the credit risk In compliance with the IFRS 7 standard, Bpifrance Financement has defined, within the accounting categories of the IAS 39 financial instruments, asset classes suited to its activity and its internal reporting method. As such, the category “Loans and receivables provided to the clientele” corresponds with the following asset classes: PLMT (Long and Medium-Term Loans), FCT (Short-Term Financing), Other. The category “Finance lease operations” consists of the following asset class: 2013 Bpifrance Financement Annual Report | 127 Consolidated financial statements CBI (Real Estate Leasing), CBM (Equipment Leasing). Breakdown by nature of the loans 2013 PLMT (long and FCT medium(Shortterm Term loans) Financing) Other (in millions of euros) Nature of the loans and receivables to customers 2012 PLMT (long and mediumterm loans) Total FCT (ShortTerm Financing) Other Total Loans and receivables to customers 11 972,1 1 899,8 4 958,0 18 829,9 9 849,7 900,2 4 807,1 15 557,0 Granting of irrevocable credit lines 1 495,1 1 879,8 20,1 3 395,0 1 269,9 1 746,1 10,1 3 026,1 2013 (in millions of euros) Nature of the finance lease operations Property leasing Finance lease operations Equipment leasing 3 740,0 Granting of irrevocable credit lines 481,2 2012 Total 1 549,1 5 289,1 362,5 843,7 Property leasing Equipment leasing 3 380,4 1 441,4 464,4 420,8 Total 4 821,8 885,2 Risk concentration by economic activity sector The activity of the Bpifrance Financement group is entirely concentrated within France. 2013 (in millions of euros) Economic activity sectors Trade Industry Services PW&CE Tourism Total Loans and receivables to customers 1 813,2 3 346,2 12 423,3 590,4 656,8 18 829,9 PLMT (long and medium-term loans) 1 665,0 3 017,0 6 413,8 241,2 635,1 11 972,1 148,2 329,2 1 052,6 349,2 20,6 1 899,8 FCT (Short-Term Financing) Other 0,0 0,0 0,0 1,1 4 958,0 1 038,7 2 604,5 1 199,1 54,0 392,8 5 289,1 CBI (real estate leasing) 618,7 2 040,3 692,8 30,4 357,8 3 740,0 CBM (equipment leasing) 420,0 564,2 506,3 23,6 35,0 1 549,1 Finance lease operations Total * including accounts opened with the State - Agence France Trésor - for €4,943.4 million. 2 851,9 4 956,9 * 5 950,7 13622,4 644,4 1049,6 24 119,0 Consolidated financial statements 2012 (in millions of euros) Economic activity sectors Loans and receivables to customers PLMT (long and medium-term loans) FCT (Short-Term Financing) Trade Industry Services 2 332,2 2 911,2 8 900,1 2 246,8 2 716,1 3 766,9 PW&CE Tourism 796,6 326,0 793,9 9 849,7 290,9 1,6 900,2 0,0 1,1 4 807,1 85,4 195,0 0,0 0,1 Finance lease operations 917,8 2 397,0 1 076,5 62,6 367,9 4 821,8 CBI (real estate leasing) 524,2 1 879,9 604,0 36,3 336,0 3 380,4 CBM (equipment leasing) 393,6 517,1 472,5 26,3 31,9 1 441,4 Other Total * including accounts opened with the State - Agence France Trésor - for €4,780.5 million. 3 250,0 679,5 1164,5 20 378,8 2013 Trade Industry Services 2 162,5 2 408,9 PW&CE Tourism Total 1 223,6 11 819,0 PW&CE Tourism Total 5 191,1 832,9 2012 (in millions of euros) Economic activity sectors Guarantee commitments given and signature commitments 4 805,9 * 5 308,2 9976,6 (in millions of euros) Economic activity sectors Guarantee commitments given and signature commitments 327,3 616,9 Total 15 557,0 Trade Industry Services 2 225,6 2 548,9 5 226,5 851,9 1 226,6 12 079,5 2013 Bpifrance Financement Annual Report | 129 Consolidated financial statements Risk concentration by counterparty type (in millions of euros) Counterparty / issuer type Financial assets at fair value through profit or loss Asset hedge derivative financial instruments Non-current assets available for sale Loans and receivables to lending institutions Loans and receivables to customers PLMT (long and medium-term loans) FCT (Short-Term Financing) Other Finance lease operations CBI (real estate leasing) CBM (equipment leasing) Financial assets held to maturity Total Central government agencies Lending institutions 0,0 0,7 70,2 2,0 0,0 72,9 0,0 367,1 0,0 0,0 0,0 367,1 104,8 72,3 14,4 27,3 0,0 218,8 0,0 460,0 0,0 0,0 0,0 460,0 4 950,7 0,0 0,0 13 709,5 169,7 18 829,9 0,0 0,0 4 950,7 0,0 0,0 0,0 6 212,9 11 268,4 0,0 0,0 0,0 0,0 0,0 0,0 413,9 1 314,0 0,0 0,0 0,0 0,0 0,0 0,0 7,3 91,9 11 806,8 1 898,9 3,8 5 289,1 3 740,0 1 549,1 0,0 19 027,9 165,3 0,9 3,5 0,0 0,0 0,0 0,0 169,7 11 972,1 1 899,8 4 958,0 5 289,1 3 740,0 1 549,1 6 634,1 31 871,9 (in millions of euros) Counterparty / issuer type Financial assets at fair value through profit or loss Asset hedge derivative financial instruments Non-current assets available for sale Loans and receivables to lending institutions Loans and receivables to customers PLMT (long and medium-term loans) FCT (Short-Term Financing) Other Finance lease operations CBI (real estate leasing) CBM (equipment leasing) Financial assets held to maturity Total Total Lending institutions 0,0 0,6 0,0 80,9 0,0 81,5 0,0 503,9 0,0 0,0 0,0 503,9 107,2 322,4 6,6 35,8 0,0 472,0 0,0 394,5 0,0 0,0 0,0 394,5 4 786,4 0,0 0,0 10 580,4 190,2 15 557,0 0,0 0,0 4 786,4 0,0 0,0 0,0 4 839,9 9 733,5 0,0 0,0 0,0 0,0 0,0 0,0 492,6 1 714,0 0,0 0,0 0,0 0,0 0,0 0,0 16,8 23,4 9 663,6 900,2 16,6 4 821,8 3 380,4 1 441,4 0,0 15 518,9 186,1 0,0 4,1 0,0 0,0 0,0 0,0 190,2 9 849,7 900,2 4 807,1 4 821,8 3 380,4 1 441,4 5 349,3 27 180,0 Central government agencies Lending institutions 0,0 0,0 (in millions of euros) Counterparty / issuer type Guarantee commitments given and signature commitments 2012 Institutions other than Companies lending institutions Retail clientele Central government agencies (in millions of euros) Counterparty / issuer type Guarantee commitments given and signature commitments 2013 Institutions other than Companies lending institutions Central government agencies Lending institutions 0,0 0,0 2013 Institutions other than Companies lending institutions 0,0 323,1 2012 Institutions other than Companies lending institutions 0,0 315,6 Retail clientele Retail clientele 11 495,9 Retail clientele 11 763,9 Total Total 11 819,0 Total 12 079,5 Consolidated financial statements Quantitative information on the sound outstandings, the overdue outstandings and the depreciated outstandings 2013 (in millions of euros) Loans and receivables to lending institutions Loans and receivables to customers PLMT (long and medium-term loans) FCT (Short-Term Financing) Other Finance lease operations CBI (real estate leasing) CBM (equipment leasing) Total Sound Total 2012 Overdu Impaire e d Overdue Impaired Sound 459,6 0,4 0,0 460,0 394,5 0,0 0,0 394,5 18 250,8 479,8 99,3 18 829,9 15 318,8 144,8 93,4 15 557,0 11 549,7 328,7 93,7 11 972,1 9 695,7 71,8 82,2 9 849,7 1 745,6 151,1 3,1 1 899,8 818,5 73,0 8,7 900,2 4 955,5 0,0 2,5 4 958,0 4 804,6 0,0 2,5 4 807,1 5 101,3 170,1 17,7 5 289,1 4 602,6 191,7 27,5 4 821,8 3 588,0 146,4 5,6 3 740,0 3 204,2 161,7 14,5 3 380,4 1 513,3 23,7 12,1 1 549,1 1 398,4 30,0 13,0 1 441,4 23 811,7 650,3 117,0 20 315,9 336,5 120,9 20 773,3 24 579,0 Total Breakdown of the sound loans and receivables by financial instrument class (neither impaired nor overdue) (in millions of euros) Internal rating 2013 Loans and receivables to customers PLMT FCT (long and (ShortmediumTerm Other Total term Financing loans) ) 4 950,7 0,0 0,0 4950,7 7 047,7 6 525,3 522,4 0,0 4 185,3 3 319,6 865,7 0,0 565,1 239,4 325,7 0,0 1 502,0 1 465,4 31,8 4,8 No risk (1) Low risk Average risk High risk Not rated Total sound loans and receivables 11 549,7 1 745,6 4 955,5 (1) Accounts opened with the State - Agence France Trésor (in millions of euros) Internal rating 18 250,8 2012 Loans and receivables to customers PLMT FCT (long and (ShortmediumOther Total Term term Financing) loans) 4 786,4 0,0 0,0 4786,4 5 111,4 4 963,1 148,3 0,0 3 459,1 2 921,8 537,3 0,0 602,8 485,6 117,2 0,0 1 359,1 1 325,2 15,7 18,2 No risk (1) Low risk Average risk High risk Not rated Total sound loans and receivables 9 695,7 818,5 4 804,6 (1) Accounts opened with the State - Agence France Trésor 15 318,8 Finance lease operations CBI (real estate leasing) CBM (equipme nt leasing) Total 0,0 1 797,5 1 117,7 136,4 536,4 0,0 846,6 505,7 80,9 80,1 0,0 2 644,1 1 623,4 217,3 616,5 3 588,0 1 513,3 5 101,3 Finance lease operations CBI (real estate leasing) CBM (equipmen t leasing) Total 0,0 1 590,3 1 125,3 151,3 337,3 0,0 750,1 528,6 52,4 67,3 0,0 2 340,4 1 653,9 203,7 404,6 3 204,2 1 398,4 4 602,6 2013 Bpifrance Financement Annual Report | 131 Consolidated financial statements Breakdown of the other sound assets by accounting category (neither depreciated nor past due) (in millions of euros) Rating Moody's scale 2013 Financial assets designated at fair value through profit or loss Non-current assets available for sale Loans and receivables to lending institutions Financial assets held to maturity Total Aaa 0,0 0,0 0,0 110,1 110,1 Aa3 to Aa1 0,0 105,1 21,0 6 430,7 6 556,8 A3 to A1 0,0 60,5 255,7 93,3 409,5 <A3 0,0 0,0 0,0 0,0 0,0 Not rated 72,9 53,2 183,3 0,0 309,4 72,9 218,8 460,0 6 634,1 7 385,8 Total sound assets (in millions of euros) 2012 Financial assets designated at fair value through profit or loss Non-current assets available for sale Aaa 0,0 0,0 0,0 181,5 181,5 Aa3 to Aa1 0,0 107,2 1,6 4 873,1 4 981,9 A3 to A1 0,0 313,0 216,7 294,7 824,4 Rating Moody's scale Loans and receivables to lending institutions Financial assets held to maturity Total <A3 0,0 0,0 0,0 0,0 0,0 Not rated 81,5 47,8 176,2 0,0 305,5 81,5 468,0 394,5 5 349,3 6 293,3 Total sound assets Consolidated financial statements Non-impaired overdue financial assets, by age of the default 2013 Between 3 and 6 months Between 6 months and 1 year 0,0 0,4 0,0 0,0 0,4 Loans and receivables to customers PLMT (long and medium-term loans) FCT (Short-Term Financing) Other Finance lease operations CBI (real estate leasing) CBM (equipment leasing) 192,9 179,1 13,8 0,0 55,5 51,5 4,0 45,7 41,3 4,4 0,0 18,4 17,0 1,4 43,4 38,5 4,9 0,0 13,6 8,3 5,3 197,8 69,8 128,0 0,0 82,6 69,6 13,0 479,8 328,7 151,1 0,0 170,1 146,4 23,7 Total 248,4 64,5 57,0 280,4 650,3 Under 3 months (in millions of euros) Loans and receivables to lending institutions Greater than 1 year Total 2012 Between 3 and 6 months Between 6 months and 1 year 0,0 0,0 0,0 0,0 0,0 Loans and receivables to customers PLMT (long and medium-term loans) FCT (Short-Term Financing) Other Finance lease operations CBI (real estate leasing) CBM (equipment leasing) 20,0 12,5 7,5 0,0 68,3 56,9 11,4 13,1 11,4 1,7 0,0 21,1 18,7 2,4 21,5 18,4 3,1 0,0 15,0 9,2 5,8 90,2 29,5 60,7 0,0 87,3 76,9 10,4 144,8 71,8 73,0 0,0 191,7 161,7 30,0 Total 88,3 34,2 36,5 177,5 336,5 Under 3 months (in millions of euros) Loans and receivables to lending institutions Greater than 1 year Total 2013 Bpifrance Financement Annual Report | 133 Individually impaired financial assets by economic activity sector (in millions of euros) Business sectors Trade Industry Services PW&CE Tourism Total (in millions of euros) Business sectors Trade Industry Services PW&CE Tourism Total 2013 Loans and receivables to customers Finance lease operations Loans and receivables to PLMT (long and CBM FCT (Short-Term CBI (real estate lending medium-term Other Total (equipment Total Financing) leasing) institutions loans) leasing) Gross Gross Gross Gross Net Net Gross Gross Net Net Net Gross Net Net Gross Net amou amoun amoun amoun amoun amoun amoun amou amount amount amount amount amount amount amount amount nt t t t t t t nt 55,8 14,6 12,1 2,9 0,0 0,0 53,6 14,4 2,2 0,2 0,0 0,0 7,1 0,8 5,0 2,1 68,2 21,5 41,7 9,9 0,0 0,0 64,3 20,1 3,9 1,4 0,0 0,0 24,7 3,5 17,0 6,4 189,2 56,5 15,6 4,0 0,0 0,0 183,1 54,7 4,4 0,4 1,7 1,4 7,7 0,9 7,9 3,1 25,6 4,6 1,5 0,4 0,0 0,0 12,2 3,5 13,4 1,1 0,0 0,0 0,3 0,0 1,2 0,4 9,3 2,1 4,4 0,5 0,0 0,0 8,0 1,0 0,0 0,0 1,3 1,1 4,1 0,4 0,3 0,1 0,0 0,0 321,2 93,7 23,9 3,1 3,0 2,5 348,1 99,3 43,9 5,6 31,4 12,1 75,3 17,7 2012 Loans and receivables to customers Finance lease operations Loans and receivables to PLMT (long and CBM FCT (Short-Term CBI (real estate lending medium-term Other Total (equipment Total Financing) leasing) institutions loans) leasing) Gross Gross Gross Gross Net Net Gross Gross Net Net Net Gross Net Net Gross Net amou amoun amoun amoun amoun amoun amoun amou amount amount amount amount amount amount amount amount nt t t t t t t nt 54,1 15,1 10,6 4,0 0,0 0,0 51,6 14,8 2,5 0,3 0,0 0,0 6,0 2,4 4,6 1,6 81,9 24,4 41,6 14,0 0,0 0,0 77,6 22,0 4,2 2,3 0,1 0,1 21,5 7,8 20,1 6,2 127,2 36,8 18,8 7,1 0,0 0,0 120,7 34,5 4,8 1,0 1,7 1,3 6,7 2,6 12,1 4,5 37,3 10,9 2,1 0,7 0,0 0,0 20,3 5,8 17,0 5,1 0,0 0,0 0,4 0,2 1,7 0,5 19,6 6,2 4,3 1,7 0,0 0,0 18,2 5,1 0,0 0,0 1,4 1,1 3,9 1,5 0,4 0,2 0,0 0,0 288,4 82,2 28,5 8,7 3,2 2,5 320,1 93,4 38,5 14,5 38,9 13,0 77,4 27,5 Consolidated financial statements Offsetting of the assets and financial liabilities Posted gross amounts (in millions of euros) ASSETS Derivative hedge instruments Repurchase agreements, securities lending and similar agreements LIABILITIES Derivative hedge instruments Repurchase agreements, securities lending and similar agreements Amounts offset in the balance sheet 367,1 - 367,1 270,8 105,5 - - - - - - - 432,2 - 432,2 270,8 153,0 8,4 4 277,9 - 4 277,9 - 41,5 4 236,4 Posted gross amounts 2012 Amounts related to financial instruments not Net amounts offset in the balance sheet shown in the Impact of balance Collateral offsetting Net amounts sheet given/received agreements Amounts offset in the balance sheet 503,9 - 503,9 367,1 136,7 0,1 - - - - - - 593,4 - 593,4 367,1 224,2 2,1 3 645,9 - 3 645,9 - 39,2 3 606,7 | 135 Consolidated financial statements 2013 Bpifrance Financement Annual Report (in millions of euros) ASSETS Derivative hedge instruments Repurchase agreements, securities lending and similar agreements LIABILITIES Derivative hedge instruments Repurchase agreements, securities lending and similar agreements 2013 Amounts related to financial instruments not Net amounts offset in the balance sheet shown in the Impact of balance Collateral offsetting Net amounts sheet given/received agreements Consolidated financial statements Quantitative information relative to the guarantees held The financial effect of the guarantees held on credit operations with the clientele (excluding innovation activity) is measured by the amount of the eligible sureties (guarantees and collateral) in keeping with the Basel 2 system, capped at the outstanding amount. Certain types of sureties such as mortgages, pledges and assignments of debts, are notably not included in this amount. The sureties amounted to €7,506 million on 31 December 2013, versus €6,470 million on 31 December 2012. 8.5 Market risks Financial risks are defined as the risks of losses of economic value resulting from an unfavourable evolution of the market parameters, which affect the overall balance sheet. The market parameters to which Bpifrance Financement is subject are primarily interest rates and exchange rates. The risks related to the usage of the cash of the guarantee funds are managed separately. 8.5.1. Objectives of the financial risks management policy The financial management implemented by Bpifrance Financement strives to maintain the financial balances in terms of liquidity, interest rates and exchange positions. To optimise the usage of its financial means, the bank strives to limit the risks inherent to the financial markets, while minimising its exposure to risks that are not part of its core business, such as financial, counterparty and operational risks. Within this framework, it should be noted that Bpifrance Financement has no trading book in the regulatory sense. 8.5.2. Actors involved in the management of the financial risks The executive body makes decisions relative to the financial risks management within the framework of the powers attributed to it by the Board of Directors. It also decides on isolated overruns of the limits, or on corrective actions to be undertaken in order to absorb these overruns. The ALM Committee and the Financial management committee, including the members of the executive committee and the relevant managers, examine the interest and exchange rate risks, while also ensuring the compliance with the established limits. Outside of these periodic meetings, the ALM Committee can be called on to meet, notably in case of a sudden change to the market parameters or if the fixed limits are exceeded. 8.5.3. Centralisation of the management of financial risks Bpifrance Financement manages its balance sheet in such a way that its overall structure is balanced in terms of interest rate and foreign exchange rate risk. The backing sought between usages and resources is intended to limit the establishment’s exposure to financial risks. The overall rate and exchange risks are measured each month, and governed by a system of limits. The rate and exchange risks are hedged by means of future financial instruments negotiated on organised markets or over-the-counter (primarily interest rate and currency swap contracts), or by means of operations involving State securities. Consolidated financial statements 8.5.4. Measurement of the risks and limits Though the financial risks are presented in an aggregated manner, in keeping with the State’s request, the specificity of the general interest missions carried out within the framework of the guarantee funds requires separate and specific management of the financial risks of the guarantee funds. The rate risk Bpifrance Financement manages its overall rate risk: all of the rate positions are monitored by macrohedging on the level of the ALM domain of the Capital department and of the balance sheet. As such, hedge instruments are kept in an overall management portfolio, and the assessment of their contribution to the establishment’s rate risk reduction is integrated into the follow-up system. The establishment’s rate risk is assessed through the variations of two indicators, namely the sensitivity of the short-term interest margin in the case of an earnings risks, and the sensitivity of the balance sheet net present value in case of value risks. The charts of the deadlocks by maturity complete the system. Analysis of the sensitivity of the cash flows An interest rate variation of 100 basis points on the closing date would result in an increase (decrease) of the earnings equal to the amounts indicated below. For the purposes of this analysis, all other variables are presumed to remain constant. As a reminder, using the same basis, a similar analysis is provided for 2012. (in millions of euros) Increase of 100 basis points Decrease of 100 basis points 31 December 2013 Sensitivity of the 2013 interest margin Sensitivity of the net present value of the 2013 balance sheet -6,0 6,0 -9,5 -8,9 31 December 2012 Sensitivity of the 2012 interest margin Sensitivity of the net present value of the 2012 balance sheet 1,0 -1,0 -80,5 82,8 The exchange risk In view of the characteristics of its funding for companies, Bpifrance Financement is only occasionally active in the exchange market. The established limits are intended to desensitise the establishment to the risk of changing exchange rates. For a currency, the measurement of the exchange risk is the exchange loss due to an immediate variation of +/-15 % of the currency price (excluding structural position impact). The overall exchange risk is the sum of the risks per currency. No account is taken of possible correlations between currencies. Sensitivity analysis 2013 Bpifrance Financement Annual Report | 137 Consolidated financial statements A 15% increase of the euro relative to the USD and GBP currencies, on 31 December 2013, would have resulted in a decrease (increase) of the earnings in the amount of €0.009 million. For the purposes of this analysis, all other variables, and notably interest rates, are presumed to remain constant. A 15% decrease of the euro relative to the USD and GBP currencies, on 31 December, would have the same impacts but in the opposite direction from the ones previously mentioned, while assuming that all other variables remain constant. 8.6 Liquidity risks The liquidity risk corresponds with the bank’s inability to meet its obligations at an acceptable price, for a given location and currency. This risk can occur in case of non-concomitance of the cash flows. The refinancing risk (an integral part of the liquidity risk) arises when the funds needed to finance the nonliquid assets cannot be obtained within acceptable timeframes and at acceptable prices. The group’s liquidity risk is monitored as part of a liquidity risk management policy validated by the ALM Committee. The liquidity situation of Bpifrance Financement is assessed on the basis of internal standards, alarm indicators and regulatory ratios. 8.6.1. Objectives of the liquidity risk management policy From the viewpoint of cash management, the financial activity of Bpifrance Financement involves gathering the necessary resources and managing them as well as possible in view of the usages, with a general objective of operational balance for Bpifrance Financement and the preservation of its own funds. It is also intended to comply with the standards imposed by the banking supervisor. Overall, the establishment measures its medium and long-term financing needs on the basis of the schedule of operations, new business hypotheses and outflow agreements for the transactions without maturities. On these bases, the financing stalemate is externalized. The forecasts for the financing of new activity needs are updated each month, on a monthly basis for the 12 coming months, then on an annual basis beyond this horizon. The limits relate to liquidity ratios at 1 month, and the hedging of the medium and long-term usages via medium to long-term resources. 8.6.2. Actors involved in the management of the liquidity risk The Executive Committee makes decisions relative to the liquidity risk management within the framework of the powers attributed to it by the Board of Directors. It also decides on isolated overruns of the limits, or on corrective actions to be undertaken in order to absorb these overruns. The ALM Committee, which includes the members of the Executive Committee and the relevant managers, examines the liquidity risk, while also ensuring the compliance with the established limits. Meeting on a monthly basis, this Committee makes proposals regarding the management of financial risks on the basis of dossiers prepared by the ALM domain Capital and Balance Sheet Department. Outside of these periodic meetings, the ALM Committee can be called on to meet, notably in case of a sudden change to the market parameters or if the fixed limits are exceeded. Consolidated financial statements 8.6.3. Basic principle of the liquidity policy The establishment measures its overall liquidity risks. A limit system has been established. The finance division’s organisation is based on the principle of the separation of the market operation functions from the steering, scheduling, control and reporting functions, since: the operational functions are carried out by the Financial Operations Department through the Markets department, which alone is authorised to be active in the capital markets on behalf of the overall Bpifrance Financement the steering and follow-up functions are provided by the Capital and Balance Sheet Department; 8.6.4. Refinancing sources Bpifrance Financement manages its balance sheet in such a way that its overall structure is balanced in terms of liquidity. The backing sought between usages and resources is intended to limit the establishment’s exposure to financial risks. Bpifrance Financement is active in the financial markets, and notably on the domestic bond market. Bpifrance Financement also has access to the LDD resources available through the Caisse des Dépôts. Moreover, Bpifrance Financement adds to a portfolio of State securities, for which a repurchase agreement secures access to interbank liquidity under the best rate conditions. Finally, Bpifrance Financement has a stock of private liabilities available for use and eligible for refinancing with the ECB. 8.7 Financial risks and liquidity risks 8.7.1. Financial management objectives of the guarantee funds The allocations received from the public authorities are partitioned into guarantee funds that are themselves grouped into financial management blocks, for which the differentiation criterion now revolves around the backer. The financial management blocks correspond with portfolios of similarly managed financial assets. There are three main financial management blocks: The AFT (Agence France Trésor) block that includes all of the funds provided by the State. It represents the bulk of the managed assets of the guarantee funds; The CDC block as part of the France Investissement funds, provided by CDC Entreprises; The “Hived-off assets” block that includes the other small funds allocated by other backers including ERDF, Idf, UIMM, textile, GL. It should be noted that other financial management blocks exist within the Bpifrance Financement procedures. As such, the regional guarantee funds are managed in a similar manner as two of the financial management blocks. 8.7.2. Actors involved in the financial management of the guarantee funds The guarantee financing Business Line Committee The guarantee financing Business Line Committee reports to the Bpifrance Financement Audit committee. Its role is to validate the general asset management orientations and provisions with regard to the investment of the guarantee funds. 2013 Bpifrance Financement Annual Report | 139 Consolidated financial statements The Financial Management Committee On the basis of the orientations adopted by the Guarantee financing business line committee, the Financial Management Committee meets every quarter in order to implement the investment policy for the guarantee funds. 8.7.3. Measurement of the financial management indicators of the guarantee funds The financial management of the guarantee funds involves analysing, for the portfolio backing the activities of the guarantee funds, the period’s financial activity, the liquidity of the portfolios, their accounting and financial performances and the financial risks relating to them. Evolution of the portfolios The evolution of the portfolios lists all of the operations and traces the evolution of the portfolio’s composition over the course of the period in question. The securities are classified according to the applicable regulatory texts. Liquidity The guarantee funds are primarily divided into three blocks (AFT block, CDC and “Hived-off assets”), for which the differentiation criterion revolves around the backer. The liquidity analysis involves ensuring that a financial management block’s available assets (capital and interest from the securities) are higher than the expected compensation. The accounting and financial performances The purpose of the performance analysis tables is to highlight the accounting and financial profitability of the portfolios during the period in question, and to compare their financial performances with the market rates and indices. The performances are analysed by classifying the portfolio’s securities according to accounting and internal standards (bond, State, money market and other risks). The financial risks The rate risk of the assets being used in the guarantee funds is measured using two indicators: The value risk: impairment loss of the fixed rate asset portfolio in case of a 1% increase of the rates, The sensitivity of the financial earnings to rate changes over the course of the next 12 months: loss of financial earnings on the assets in case of a 1% decrease of the rates. Consolidated financial statements 8.8 Cash flows payable by the Bpifrance Financement group relative to its financial debts, broken down by residual contractual maturity 2013 Annual flows (in millions of euros) Book value Total incoming On(outgoing) demand flows Under 3 months Between 3 and 12 months Between 1 year and 5 years After 5 years Repayment of term borrowings State guaranteed bond loans Lending establishments borrowings and term accounts Customer borrowings and term accounts 17 264 8 018 -19 309 -9 157 -8 0 -1 458 -2 -612 -149 -7 836 -3 509 -9 395 -5 497 6 906 2 340 -7 712 -2 440 0 -8 -1 440 -16 -385 -78 -3 485 -842 -2 402 -1 496 Repayment of short-term financing Ordinary accounts JJ loans Deposit certificates and MTN (medium term notes) Securities sold under forward repurchase agreements 5 891 225 0 -5 988 -225 0 -225 -225 0 -4 905 0 0 -858 0 0 0 0 0 0 0 0 1 394 -1 398 0 -722 -676 0 0 4 272 -4 365 0 -4 183 -182 0 0 -2 33 -28 45 0 0 0 0 0 6 -7 0 0 5 -21 0 0 22 0 22 -2 0 0 22 Under 3 months Between 3 and 12 months Between 1 year and 5 years Derivative instruments Non-hedging derivatives: outgoing flows Non-hedging derivatives: incoming flows Hedging derivatives: outgoing flows Hedging derivatives: incoming flows 2012 Annual flows (in millions of euros) Book value Total incoming On(outgoing) demand flows After 5 years Repayment of term borrowings Livret de Développement Durable (Sustainable Development Passbook) State guaranteed bond loans Lending establishments borrowings and term accounts Customer borrowings and term accounts 13 062 -10 891 -42 -54 -211 -4 518 -6 065 4 744 3 879 -5 349 -471 0 0 -37 0 -36 -23 -2 592 -447 -2 684 0 1 950 2 490 -3 370 -1 702 0 -42 -8 -8 -133 -19 -891 -589 -2 338 -1 043 Repayment of short-term financing Ordinary accounts JJ loans Deposit certificates and MTN (medium term notes) Securities sold under forward repurchase agreements 5 156 159 80 -5 324 -159 -80 -239 -159 -80 -4 711 0 0 -373 0 0 -1 0 0 0 0 0 1 294 -1 354 0 -980 -373 -1 0 3 623 -3 731 0 -3 731 0 0 0 0 6 0 20 -3 57 -58 3 0 0 0 0 0 7 -26 0 0 0 -18 0 0 50 -14 0 -3 0 0 3 Derivative instruments Non-hedging derivatives: outgoing flows Non-hedging derivatives: incoming flows Hedging derivatives: outgoing flows Hedging derivatives: incoming flows The financing commitments given, i.e. €4.8 billion at the end of 2013 versus €3.9 billion at the end of 2012, have no contractual schedule. After the contract’s signing, they are disbursed at the customer’s request. The guarantee commitments given (€11.8 billion at the end of 2013 versus €12.1 billion at the 2013 Bpifrance Financement Annual Report | 141 Consolidated financial statements end of 2012) can take the shape of disbursement flows if the company receiving the guaranteed loan is in default and at the end of the recovery process carried out by the guaranteed establishment. Faced with these financial liabilities, the Bpifrance Financement group has recourse to securities that can be mobilised, either at the ECB, or through repurchase agreements, depending on the more favourable rate conditions. 9.1 Note 9 - Disclosure of interests in other entities Important assumptions and judgments Certain subsidiaries and associated companies have not been included in the scope of consolidation in view of their negligible or of contractual provisions indicating that control is in the hands of another investor. Setting aside these exclusions, the group does not have control over a not-insignificant subsidiary in which it holds less than half of the voting rights, nor does it exercise significant influence on associated companies in which it holds less than 20% of the voting rights. 9.2 Interests in subsidiaries Minority interests in the group’s activities The group does not have any equity interests in subsidiaries holding minority interests that are considered to be significant. Nature and extent of the significant restrictions The group is subject to no significant legal, regulatory or contractual restrictions that would limit its ability to access the group’s assets or to settle the group’s liabilities. 9.3 Interests in partnerships and associated companies Interests in associated companies considered to be insignificant The group holds interests in associated companies that are individually considered to be insignificant. (in millions of euros) Overall book value Overall amount of the shares Net earnings from ongoing activities Net of tax earnings from discontinued operations Other elements of the overall earnings Overall earnings 2013 2012 6,4 5,4 1,5 0,0 0,0 1,5 0,7 0,0 0,0 0,7 Consolidated financial statements 9.4 Interest held in non-consolidated structured entities All of the interests held by Bpifrance Financement in non-consolidated structured entities are venture capital structures organised into several funds and sub-funds. These structures, financed by Bpifrance and its partners, globally represent €186.5 million of assets as on 31 December 2013 (€190.5 million as on 31 December 2012), the majority of which are presented at fair value through profit or loss. (in millions of euros) 2013 2012 Nature and evolution of the risks in the structured nonconsolidated entities Book value of the assets / liabilities 74,3 81,7 Item in the financial statements under which these assets / liabilities are booked AFS & JVR AFS & JVR Amount of maximum risk of loss exposure (balance sheet and offbalance sheet) (1) 74,3 81,7 Difference between the book value and the maximum risk of loss 0,0 0,0 (1) The maximum risk of loss exposure was valued by adding the balance sheet outstandings to the ones from the off-balance sheet commitments, considering that the sum of the amounts already committed and the ones having to be disbursed provide the best representation of the maximum risk of loss in the structured non-consolidated entities. 10.1 Note 10 - Personnel benefits and other remuneration Personnel expenses (in millions of euros) Salaries and wages Other social charges Fiscal expenses Defined contribution retirement expenses Defined benefit retirement expenses Incentive and profit-sharing Allowances / write-backs for commitments relative to the personnel Total personnel expenses 10.2 2013 -97,8 -36,6 -9,6 -10,7 -1,8 -7,7 0,0 2012 -100,5 -37,1 -9,0 -10,6 0,0 -6,5 1,2 -164,2 -162,5 Average staff The average headcount on the payroll in 2013, expressed as full-time equivalents, was 1,677 in 2013 (versus 1,655 in 2012), 82% of whom were executive staff. The balance of acquired rights in respect of individual training entitlement (Droit Individuel à la Formation) stood at 26,694 days at end December 2013. 2013 Bpifrance Financement Annual Report | 143 Consolidated financial statements 10.3 Other personnel benefits Post-employment benefits: defined benefits plan The defined benefits post-employment benefits are calculated in compliance with the June 2011 of the IAS 19 standard: “employee benefits” and are hedged by means of provisions or group insurance contracts. Bpifrance Financement contributes to two defined benefit plans, one relative to retirement lump sum benefits and the other relative to the health expenses of pensioners. Retirement lump sum benefits All obligations relative to the retirement lump sum payments are covered by a group insurance policy and are estimated on the basis of the commitments assumed for the employees who opted for retirement leave, and hypotheses concerning the retirement provisions for the other employees. Health expenses of pensioners The estimated commitments for the health expenses of pensioners have been provisioned in compliance with the agreement of 20 December 2006 relative to the health provident fund. Characteristics and risks Bpifrance Financement based its estimates on its employee age pyramid, their date of entering active employment and on a preliminary approach to social policy as it may emerge in the light of the provisions of the law of 21 August 2003 on pensions reform, the branch agreement by the Fédération Bancaire Française on 29 March 2005, and the applicable Social Security Financing law. These hypotheses will need to be reviewed in the light of future established practice. The plan benefits for retirement lump sum payments are acquired throughout the career on the basis of the seniority within the company, with a ceiling of 6 months of gross wages, settled upon retirement. The plan benefits for health expenses cover the employees and their successors in title, who retired before 31 December 2006. They receive a monthly fixed contribution from the employer in the amount of €27.54. The fund, set up to hedge the commitments relative to retirement lump sum payments, has been contractually externalized with the CNP. It is managed by the CNP within the framework of an orientation set by the group, that provides its governance. These defined benefit plans expose Bpifrance Financement to an actuarial risk that is notably linked to the longevity risk (especially for the health expenses plan), to the interest rate risk and to the market risks with regard to the hedge assets. The fund’s assets The breakdown of the fair value of the plan’s assets between different categories on the basis of the nature of the assets and attached risks is the following: (in millions of euros) 2013 as % 2012 as % UCITS 2,3 10% 3,1 14% Monetary Equities 2,5 12% 2,9 14% Bonds 17,1 78% 15,3 72% 21,9 100% 21,2 100% Balance Consolidated financial statements Significant actuarial hypotheses The actuarial mortality assumptions are based on the public statistical mortality tables (TH 00-02 and TF 00-02). The retirement hypotheses are estimated on the basis of the employee’s age: 5% of the employees in question would be under 60 years of age, 35% would be between the ages of 60 and 62 years, 55% would be between 62 and 65 years old and 5% would be above 67 years of age. The job turnover provisions primarily evolve on the basis of the employee’s age: executive nonexecutive Under 35 years of age Between 35 and 44 years Between 45 and 54 years 7,60% 4,90% 3,60% 0,60% 1,00% 1,30% 55 years of age or more 1,40% 1,90% The adopted discount rates of 1.00% (for retirement leave) and 2.50% (for other obligations), i.e. the rate of first category bonds, were determined on the basis of the term for which these commitments would be carried. The economic hypotheses regarding the annual rate of wage increases and the revaluation rate of the commitments for long-service medals are also part of the actuarial hypotheses. Financing of the fund Each quarter, the fund produces an analysis of the investment policy. Based on a prudence principle, it is primarily invested in bond UCITS. The defined benefit plans are entirely supplied by Bpifrance Financement. The contribution obligations are determined by the contractual provisions based on actuarial elements. Bpifrance Financement estimates that its contribution to the defined benefit plans for the 2014 fiscal year are equal to €1.4 million. As on 31 December 2013, the average duration of the obligation relative to the defined benefit plans was 10.6 years for retirement lump sum benefits and 12.9 years for health expenses (respectively 10.6 years and 13.2 years in 2012). An upward variation of 0.5% of the discounting rate would lead to a decrease of the commitment by €1.2 million, while a 0.5% decrease would result in an increase of the commitment of €1.3 million. Other long-term benefits Long service awards 2013 Bpifrance Financement Annual Report | 145 Consolidated financial statements Group employees receive bonus payments to mark the awarding of Medals of Honour in recognition of a long working life. These commitments are provisioned on the basis of the agreement signed on 15 December 2011. Supplementary pensions The AFB professional agreement dated 13 September 1993 on the reform of retirement schemes for the banking profession applies to the Bpifrance Financement staff. The payment of a supplementary banking pension and rebates not covered by the fund for the vested rights of the staff on 31 December 1993 is covered by a reserve fund with sufficient resources to meet pensioners’ needs. Early departures With regard to early departures, Bpifrance Financement is committed to its personnel. These commitments are provisioned. Variation of the obligations pursuant to post-employment benefits Variation of the obligations pursuant to post-employment benefits Obligations relative to defined benefits 20,7 0,5 0,5 1,9 - 1,9 n/a 2,0 - 0,9 0,9 0,1 - 1,9 - 2,4 - 0,1 0,1 - 0,2 n/a 1,4 1,4 0,7 0,7 0,7 0,7 - 0,0 - 0,0 1,2 0,7 0,5 0,2 - 23,6 Obligations relative to defined benefits Plan assets Opening balance Impacts in profit and loss statement - Cost of services rendered during the period - Interest on liabilities / assets relative to the defined benefits - Cost of past services - Effects of variations of foreign currency prices (n/a) - Contribution to the employer's plan (*) - Contribution to the participant's plan (*) - Profit or loss resulting from the liquidation - Paid services - Actuarial discrepancies (relative to other long-term benefits) 22,6 - 0,4 0,9 0,6 - 1,9 n/a Impacts in gains and losses booked in shareholders equity - Actuarial discrepancies > of which actuarial gains and losses on adjustments related to demographic hypotheses > of which actuarial gains and losses on adjustments of the financial hypotheses - Rate of return of the plan's assets - Change of the effect of the asset ceiling (in millions of euros) Closing balance Health expenses Total 2013 Bonds Plan assets Liabilities / (assets) net 26,5 - 1,2 1,0 0,7 - 0,5 - 2,4 - 0,0 20,7 0,5 0,5 1,9 - 1,9 n/a 5,8 - 1,7 1,0 0,2 - 0,5 - 1,9 - 0,5 - 0,0 n/a 1,4 1,4 0,7 0,7 0,7 0,7 - 0,0 n/a 1,2 0,7 0,5 0,2 - n/a 0,2 - 0,2 - - - - - - - 21,9 1,7 2,3 0,8 26,7 21,9 4,8 | 147 Consolidated financial statements 2013 Bpifrance Financement Annual Report Liabilities / (assets) net Long-service awards Obligations relative to other longterm benefits 1,5 - 0,7 0,1 0,0 - 0,5 - 0,3 - 0,0 Retirement lump sum benefits Variation of the obligations pursuant to post-employment benefits (in millions of euros) Opening balance Impacts in profit and loss statement - Cost of services rendered during the period - Interest on liabilities / assets relative to the defined benefits - Cost of past services - Effects of variations of foreign currency prices (n/a) - Contribution to the employer's plan (*) - Contribution to the participant's plan (*) - Profit or loss resulting from the liquidation - Paid services - Actuarial discrepancies (relative to other long-term benefits) Impacts in gains and losses booked in shareholders equity - Actuarial discrepancies > of which actuarial gains and losses on adjustments related to demographic hypotheses > of which actuarial gains and losses on adjustments of the financial hypotheses - Rate of return of the plan's assets - Change of the effect of the asset ceiling Closing balance 18,2 0,7 - Liabilities / (assets) net 2,4 - 1,4 0,8 Health expenses Obligations relative to defined benefits 2,4 - 0,1 - Long-service awards Obligations relative to other long-term benefits 1,9 - 0,5 0,1 0,7 0,5 0,2 0,1 - 2,1 2,4 - 2,1 - 2,4 n/a Retirement lump sum benefits Obligations relative to defined benefits 20,6 - 0,6 0,8 Total 2012 Bonds Plan assets 25,0 - 1,2 0,9 18,2 0,7 - Liabilities / (assets) net 6,8 - 1,9 0,9 0,1 0,8 0,5 0,4 - - 0,2 - 0,5 - 2,8 2,4 - 2,1 - 2,4 - 0,7 n/a n/a n/a - 0,2 - 0,2 n/a - 0,2 2,6 1,8 0,9 0,1 - 2,8 1,8 1,0 2,6 1,8 0,9 0,1 n/a 2,8 1,8 1,0 0,6 1,8 - 1,2 - 0,0 n/a 0,6 1,8 - 1,2 2,0 - 2,0 0,2 n/a 2,2 - 2,2 - - - - - - - - 22,6 20,7 1,9 2,4 1,5 26,5 20,7 5,8 Plan assets Consolidated financial statements Consolidated financial statements Effect of the retrospective application of the amendment to the IAS 19 standard “Personnel benefits” Subsequent to the amendment of IAS 19, the opening balance sheet of Bpifrance Financement has not been restated in view of the insignificant stakes. For illustrative purposes, Bpifrance Financement lists the headings of the balance sheet and profit and loss statement that would have been impacted. These impacts are related to the recognition of the actuarial gains and losses in shareholders equity (and no longer through profit or loss) and to the replacement of the expected yield rate for the plan’s assets, with the discounting rate used for the debt (rate of return from the market for bonds from highquality companies). In the balance sheet P A S S I F (en millions d'euros) 31/12/2011 avant amendement IAS 19 01/01/2012 retraité Impact 31/12/2012 avant amendement IAS 19 Impact 31/12/2012 retraité Capitaux propres 2 073,6 2 073,6 2 695,5 2 695,5 Capitaux propres part du Groupe 2 042,1 2 042,1 2 665,1 2 665,1 - Capital et réserves liées 1 161,3 1 161,3 1 700,2 1 700,2 761,7 761,7 849,5 0,35 21,1 17,3 0,35 98,0 98,1 - Réserves consolidées 849,5 - OCI 20,7 - Résultat 98,4 Intérêts minoritaires 31,5 31,5 30,4 30,4 - Réserves 27,6 27,6 28,4 28,4 3,9 3,9 2,0 2,0 - Résultat - - - 0,55 16,8 0,55 98,6 - To the income statement (en millions d'euros) 31/12/2011 avant amendement IAS 19 Charges générales d'exploitation - 245,5 Impôt sur les bénéfices - 49,4 - - 10.4 01/01/2012 retraité Impact 31/12/2012 avant amendement IAS 19 0,54 - 246,0 - 270,8 0,19 - 49,2 - 52,3 Impact - 0,35 31/12/2012 retraité 0,84 - 270,0 0,29 - 52,6 0,55 Compensation paid to members of executive and supervisory boards The compensation paid to directors during the fiscal year was equal to €843 million. Directors do not receive any attendance fees. 2013 Bpifrance Financement Annual Report | 149 Consolidated financial statements Note 11 - Sector-specific information The Bpifrance Financement group is primarily active in the following business lines: co-financing: this involves medium and long-term financing in the form of direct loans, leasing on plant & equipment and property, and financial leases, short-term financing which includes the operations to participate in the financing of public sector receivables in France and its overseas departments and territories, either directly or by signature, the guarantee actions cover banks and equity investment institutions from risks of the failure of the beneficiaries of the financing, innovation financing aid in the form of repayable advances or subsidies. Under the “Other” heading are notably the venture capital activities carried out through the Venture Capital Mutual Funds (Avenir Entreprises Développement, Avenir Entreprises Mezzanine) and the income from equity interests. (in millions of euros) 2013 NBI Operating costs Cost of risk Operating income Financing Guarantee Innovation 336,9 84,4 51,0 -166,4 -61,4 -69,4 -76,4 0,6 0,0 94,2 23,6 -18,4 Other 8,3 0,0 0,0 8,3 Total 480,8 -297,2 -75,8 107,8 2012 Financing Guarantee Innovation 347,6 104,8 47,3 -161,9 -53,2 -74,6 -64,8 0,1 0,0 120,9 51,7 -27,3 Other 6,4 0,0 0,0 6,4 Total 506,1 -289,7 -64,7 151,7 NBI Operating costs Cost of risk Operating income (in millions of euros) Gross outstandings Co-financing Short-term financing Innovation financing aids Guarantees given 2013 18 058,1 1 941,5 614,9 11 819,0 2012 15 377,1 935,1 645,4 12 079,5 Reminder: The guarantee funds amounted to €2,296.5 million in 2013, versus €2,173.7 million in 2012. The subsidies provided as part of the innovation activity amounted to €246.9 million in 2013 versus €314.6 million in 2012. Consolidated financial statements Note 12 - Financing and guarantee commitments (in millions of euros) Commitments given Loan financing commitments in favour of lending institutions in favour of the clientele Innovation aid financing commitments Guarantee commitments in favour of lending institutions in favour of the clientele Commitments on securities (securities to deliver) Commitments received Financing commitments received from lending institutions Guarantee commitments received from lending institutions Commitments on securities (securities to receive) 13.1 2013 2012 16 661,2 4 238,7 10,5 4 228,2 603,5 11 819,0 0,0 11 819,0 0,0 16 785,9 3 911,3 10,0 3 901,3 795,1 12 079,5 17,3 12 062,2 0,0 3 495,6 2 479,5 1 016,1 0,0 2 091,2 1 182,0 908,2 1,0 Note 13 - Other information Related parties The Bpifrance Financement group’s related parties are the companies included in the scope of consolidation shown in note 4, non-consolidated interests, as well as the companies exerting control over the group. Information relative to related companies The transactions common to the fully integrated companies are eliminated in the consolidated financial statements. The transactions with companies exercising control over the group are listed in the column “Companies exercising joint control”. These are transactions carried out with the EPIC BPI-Groupe and the Caisse des Dépôts. The transactions with companies integrated using the equity method are listed in the “Associated companies” column. The transactions with other related but non-consolidated entities are shown in the column “Other related parties”. 2013 Bpifrance Financement Annual Report | 151 Consolidated financial statements 31 December 2013 (in millions of euros) Balance sheet Companies Parent exercising Associated company joint companies control Other related parties Total Assets Loans and advances Equity instruments Other receivables 0,0 0,0 0,4 1,2 0,0 97,8 82,2 6,4 0,0 0,0 76,5 0,8 83,4 82,9 99,0 Total assets 0,4 99,0 88,6 77,3 265,3 Liabilities Deposits Term borrowings Other liabilities 46,6 0,0 0,1 116,6 5 469,3 0,0 0,0 0,0 2,3 0,2 0,0 3,3 163,4 5 469,3 5,7 Total liabilities 46,7 5 585,9 2,3 3,5 5 638,4 Miscellaneous information Guarantees issued by the group Guaranties received by the group Impairment of doubtful receivables 10,0 0,0 0,0 0,0 0,0 0,0 12,2 0,0 0,0 0,0 0,0 0,1 22,2 0,0 0,1 (in millions of euros) Profit and loss statement Companies Parent exercising Associated company joint companies control Other related parties Total Total expenses, including: Interest expenses Fees and commissions Services received Other 0,1 0,0 0,0 0,1 0,0 194,3 194,3 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 2,5 0,0 0,0 0,0 2,5 196,9 194,3 0,0 0,1 2,5 Total proceeds, including: Interest income Fees and commissions Services provided Dividend income Other 0,4 0,0 0,0 0,4 0,0 0,0 1,3 1,1 0,0 0,2 0,0 0,0 1,7 1,3 0,0 0,3 0,1 0,0 0,9 0,0 0,0 0,8 0,0 0,1 4,3 2,4 0,0 1,7 0,1 0,1 Other information Charges for the year pertaining to doubtful loans 0,0 0,0 0,0 0,0 0,0 Consolidated financial statements 31 December 2012 Balance sheet Parent company (in millions of euros) Companies with Associated notable companies influence Other related parties Total Assets Loans and advances Equity instruments Other receivables 0,0 0,0 42,4 1,6 0,0 26,2 60,3 5,4 0,0 0,0 83,9 1,0 61,9 89,3 69,6 Total assets 42,4 27,8 65,7 84,9 220,8 Liabilities Deposits Term borrowings Other liabilities 95,9 1 643,8 0,3 0,0 4 216,5 0,0 0,0 0,0 0,0 0,2 0,0 6,9 96,1 5 860,3 7,2 Total liabilities 1 740,0 4 216,5 0,0 7,1 5 963,6 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,1 0,0 0,0 0,1 Miscellaneous information Guarantees issued by the group Guaranties received by the group Impairment of doubtful receivables Profit and loss statement Parent company (in millions of euros) Companies with Associated notable companies influence Other related parties Total Total expenses, including: Interest expenses Fees and commissions Services received Other 51,5 51,5 0,0 0,0 0,0 157,9 157,9 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,7 0,0 0,0 0,0 0,7 210,1 209,4 0,0 0,0 0,7 Total proceeds, including: Interest income Fees and commissions Services provided Dividend income Other 0,2 0,0 0,0 0,2 0,0 0,0 2,2 1,0 0,0 0,0 0,0 1,2 1,1 1,0 0,0 0,0 0,1 0,0 0,8 0,0 0,0 0,7 0,0 0,1 4,3 2,0 0,0 0,9 0,1 1,3 Other information Charges for the year pertaining to doubtful loans 0,0 0,0 0,0 0,0 0,0 2013 Bpifrance Financement Annual Report | 153 Consolidated financial statements 13.2 Fees paid to the Statutory auditors and members of their networks Mazars Pre-tax amount (in thousands of euros) 2013 KPMG % 2012 2013 Pre-tax amount 2012 2013 PwC % 2012 2013 Pre-tax amount 2012 2013 EY % 2012 Pre-tax amount 2013 2012 2013 % 2012 2013 2012 AUDIT Auditing, certification, examination of the individual and consolidated financial statements - Epic BPI-Groupe - Globally integrated subsidiaries Other reviews and services directly related to the mission of the Statutory Auditors 19 #DIV/0! 3% 19 #DIV/0! 5% #DIV/0! #DIV/0! - #DIV/0! 0% 377 #DIV/0! 90% 314 #DIV/0! 88% #DIV/0! #DIV/0! 30 #DIV/0! 6% #DIV/0! #DIV/0! - #DIV/0! 0% - #DIV/0! 0% #DIV/0! #DIV/0! - #DIV/0! 0% 24 #DIV/0! 6% 20 #DIV/0! 6% #DIV/0! #DIV/0! - #DIV/0! 0% - 420 #DIV/0! 100% - 352 #DIV/0! 100% #DIV/0! #DIV/0! 30 #DIV/0! 6% - Epic BPI-Groupe - - #DIV/0! 0% - - #DIV/0! 0% #DIV/0! #DIV/0! - #DIV/0! 0% - Globally integrated subsidiaries - - #DIV/0! 0% - - #DIV/0! 0% #DIV/0! #DIV/0! - #DIV/0! 0% #DIV/0! #DIV/0! - Epic BPI-Groupe - Globally integrated subsidiaries AUDIT SUBTOTAL - - - OTHER SERVICES Legal, fiscal and social Other - Epic BPI-Groupe - - #DIV/0! 0% - - #DIV/0! 0% #DIV/0! #DIV/0! - #DIV/0! 0% - Globally integrated subsidiaries (*) - - #DIV/0! 0% - - #DIV/0! 0% #DIV/0! #DIV/0! 466 #DIV/0! 94% OTHER SERVICES SUBTOTAL - - #DIV/0! 0% - - #DIV/0! 0% - - #DIV/0! #DIV/0! - 466 #DIV/0! 94% TOTAL - 420 #DIV/0! 100% - 352 #DIV/0! 100% - - #DIV/0! #DIV/0! - 495 #DIV/0! 100% (*) : including €450,000 of preparatory, coordination and appraisal work carried out as part of the national financing aid for the creation of companies involved in innovative technologies and €16,000 for actuarial consulting Individual financial statements 9. INDIVIDUAL FINANCIAL STATEMENTS Publishable balance sheet of Bpifrance Financement ASSETS (in millions of euros) Notes Cash, central banks 31/12/2013 31/12/2012 173,5 115,0 Treasury notes & similar securities 6 6 063,6 4 758,1 Receivables from credit institutions - A vue - A terme 3 342,5 192,9 149,6 327,7 223,6 104,1 Customer loans - Autres concours à la clientèle - Comptes ordinaires débiteurs 4 19 361,6 18 891,6 470,0 15 986,4 15 460,9 525,5 Bonds and other fixed income securities 6 372,4 665,8 Equities and other variable income securities 6 0,0 0,0 Investments in subsidiaries, other long-term investment securities 7 96,6 98,4 Investments in affiliates 7 81,6 1 079,8 Fin. & plain leasing with purchase option 5 5 047,8 4 604,1 Operating lease 5 243,3 229,4 Intangible fixed assets 8 46,9 41,5 Tangible fixed assets 8 12,8 11,7 Subscribed but unpaid capital 0,0 0,0 Treasury shares 0,0 0,0 9 1 081,9 1 102,7 Other assets 10 1 161,5 1 091,7 Accruals 11 362,7 221,8 34 448,7 30 334,1 Innovation financing aids TOTAL ASSETS 2013 Bpifrance Financement Annual Report | 155 Individual financial statements Publishable balance sheet of Bpifrance Financement LIABILITIES (in € millions) Notes Central banks 31/12/2013 31/12/2012 0,0 3,0 Due to credit institutions - Sight a/c - Term a/c 12 11 162,5 1,8 11 160,7 10 827,5 6,8 10 820,7 Customer loans 13 2 959,1 3 015,5 2 959,1 240,0 2 719,1 3 015,5 191,5 2 824,0 - Other debts . Sight a/c . Term a/c Debt securities - Interbank market securities & negotiable debt instruments - Bond loans 14 9 123,1 1 395,4 7 727,7 5 204,3 1 293,9 3 910,4 Other liabilities 15 2 328,5 2 864,8 Accruals 16 1 273,0 962,0 Provisions 17 448,2 405,9 Subordinated debts, mutual guarantee deposits 18 26,6 26,0 Public guarantee funds 19 3 073,0 3 035,0 Net innovation intervention resources 20 1 835,7 1 787,8 235,2 235,2 1 983,8 750,9 729,1 211,8 188,9 43,7 46,6 12,8 1 967,1 750,9 729,1 211,8 188,2 30,5 43,8 12,8 34 448,7 30 334,1 Fund for general banking risks Shareholders equity excluding contingencies fund (FRBG) - Subscribed capital - Issue premiums - Merger premiums - Reserves - Regulated provisions, investiment subsidies - Retained earnings - Profit or loss for the fiscal year TOTAL LIABILITIES 21 Individual financial statements Publishable off-balance sheet of Bpifrance Financement (in millions of euros) Commitments given - Financing commitments . Commitments to lending institutions . Commitments to customers Note 31/12/2013 31/12/2012 24 10,5 4 831,7 660,0 4 696,4 0,0 11 278,3 17,3 11 579,0 0,0 0,0 0,0 0,0 - Financing commitments . Commitments received from lending institutions . Commitments received from the clientele 2 479,5 0,0 1 182,0 0,0 - Guarantee commitments . Commitments received from lending institutions 1 198,1 2 750,2 - Commitments on securities . Securities sold with buyback or recovery option . Other commitments received 0,0 0,0 0,0 1,0 - Guarantee commitments . Guarantee commitments to lending institutions . Commitments to the clientele - Commitments on securities . Securities acquired with buyback or recovery option . Other commitments given Commitments received 2013 Bpifrance Financement Annual Report | 157 Individual financial statements Bpifrance Financement publishable profit and loss statement (in millions of euros) Notes 31/12/2013 31/12/2012 Interest income 26 729,2 713,5 Interest and similar expenses 27 -507,6 -479,1 Income on leasing and related transactions 28 947,3 900,5 Expense on leasing and related transactions 29 -810,6 -812,0 Proceeds from plain renting operations 28 96,9 91,1 Charges on plain renting operations 29 -115,8 -110,9 Income from variable income securities 30 1,5 1,7 Commissions (income) 31 19,7 29,8 Commissions (expenses) 31 -0,6 -0,5 +/- Gains or losses on trading portfolio transactions 32 0,0 0,0 +/- Gains or losses on long-term portfolio and similar transactions 33 0,3 0,0 Other bank operating income 34 90,3 117,0 Other bank operating expenses 35 -23,6 -45,6 427,0 405,5 -278,4 -273,2 Depreciation allowances and allowances for deprec. on tang. & intang. fixed assets -18,6 -16,4 GROSS OPERATING EARNINGS 130,0 115,9 -80,2 -58,5 49,8 57,4 0,2 0,6 50,0 0,0 58,0 0,0 -24,0 -38,9 -13,2 -6,3 NET BANKING INCOME Operating general expenses Cost of risk 36 37 OPERATING INCOME +/- Gains or losses on non-current assets 38 CURRENT PRE-TAX EARNINGS Extraordinary profit or loss Income tax Charges to/recoveries from the FGBR and regulatory provisions 41 Individual financial statements NET EARNINGS 12,8 12,8 Accounting Appendix 1. MESSAGE FROM THE CHAIRMAN 5 2. KEY FIGURES 6 3. BOARD OF DIRECTORS MANAGEMENT REPORT FOR THE GENERAL MEETING 8 4. REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS 48 5. RESOLUTIONS SUBMITTED TO THE GENERAL MEETING ON 14 MAY 2014 61 6. ORGANISATIONAL CHART OF BPIFRANCE 65 7. FINANCIAL RESULTS FOR THE PAST 5 FISCAL YEARS 67 8. CONSOLIDATED FINANCIAL STATEMENTS 68 9. INDIVIDUAL FINANCIAL STATEMENTS 155 10. REPORTS FROM THE STATUTORY AUDITORS 204 11. GENERAL INFORMATION REGARDING THE ISSUER 229 12. PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT AND FOR AUDITS 231 13. CORRESPONDENCE TABLE 233 2013 Bpifrance Financement Annual Report | 159 Individual financial statements NOTE 1 - PRESENTATION AND ASSESSMENT RULES The annual financial statements are drawn up and presented in accordance with regulation n° 91-01 from the [French] Banking and Financial Regulations Committee (CRBF) as amended by regulation n° 2000-03 from the [French] Accounting Regulations Committee (CRC). 1.1 Presentation of the financial statements Balance sheet Loans and related debts are classified under the asset or liability items on which interest is due to or from. The securities portfolio is broken down according to the types of securities that comprise it: public sector bills, bonds and other fixed income securities, shares and other variable income securities. The breakdown depends on the intended economic purpose of the securities (trading, short-term or long-term investment) and is described in note 6.2. Subordinated loans are classified according to their nature either as amounts due from banks or amounts due from customers, or as “bonds and other fixed income securities”. Doubtful loans are recorded according to their nature under the asset items to which they are attached, in the net depreciation amount. On the liabilities side, mutual guarantee deposits are included under the heading of “subordinated debt”. The section “Shareholders equity excluding FGBR” covers the following items: “subscribed capital”, “issuing premiums”, “merger premiums”, “reserves”, “regulatory provisions and investment subsidies”, “retained earnings” and “net income”. The equipment subsidies received for leasing transactions are shown in the “Other liabilities” section. Profit and loss statement In accordance with amended CRC regulation n° 2000-03, the presentation of the profit and loss statement is now based on five intermediate management balances, each precisely defined: Net Banking Income, Gross Operating Income, Operating Income, Pre-tax Income and Net Income. The significant components of the profit and loss statement are described in notes 26 to 41. 1.2 Accounting principles and methods Credit risk Transactions that generate a credit risk are recognised in accordance with the provisions of the modified CRC regulation n° 2002-03. A distinction is made between sound loans, restructured loans, doubtful loans and doubtful compromised loans. Individual financial statements The classification of credit transactions is based on the concept of established credit risk. The risk is considered to be recognised once it is probable that part of the sums owed by a counterparty will not be received and that this probability of loss is associated with one of the following situations: there are one or more overdue instalments aged at least three months (three months for personal property credit and leasing and six months for real estate loans); the establishment is aware of the degraded financial situation of the counterparty, which is represented by a risk of non-collection; claim and collection procedures are in place between the institution and its counterparty. Sound outstandings The credit transactions that do not generate a confirmed risk, on the other hand, are acknowledged as being sound outstandings. Restructured outstandings The receivables said to be restructured are defined as receivables held on counterparties that have experienced financial difficulties, such that the establishment has had to review the receivable’s initial characteristics. Doubtful loans Credit transactions that generate a recognised risk are doubtful outstandings, or “bad debt.” For a particular counterparty, all these credit transactions will be classified by “tainting” as doubtful outstanding loans. Credit operations become compromised if the recovery prospects are significantly deteriorated, and if an eventual transfer to losses is envisaged. The events that lead to downgrading as a compromised doubtful outstanding loan are: expiry of loan term; the contract’s cancellation; closure of relations with the customer. One year after the classification as a doubtful loan, the loan is considered to be compromised, except if the transfer to losses is not envisaged. The existence of guarantees is taken into account in the consideration of compromised outstandings. When it is confirmed that the outstanding loans are non-collectible, these assets are transferred to losses. The compromised doubtful outstanding loans are identified within doubtful outstanding loans. Segmentation of outstanding loans The kind of activity of the institution leads to the outstanding loans being segmented by: residual maturity; business sector; main counterparty types. As part of its commercial policy, its selection process and its risk control, Bpifrance Financement uses an internal rating system. 2013 Bpifrance Financement Annual Report | 161 Individual financial statements Depreciations allocated to doubtful loans with the clientele Depreciations charged against doubtful loans are deducted from the corresponding assets. Depreciations which Bpifrance Financement has deemed necessary against potential risks relating to certain activity sectors, and the ones charged against off-balance sheet commitments, are entered as liabilities on the balance sheet. The amount of depreciations for medium and long-term loans and other loans, whether or not backed by guarantee funds, is determined dynamically, receivable by receivable, after analysis of the loss estimated on the basis of probable recoveries, guarantees included, discounted at the original loan rate. On the closing date, the net depreciation outstanding is equal to the lower of the historical cost and the current value of the future cash flows expected from interest, repayment of the capital and the value of the guarantees. The depreciation allowances and write-backs for non-recovery risk are recorded in the cost of risk. The increase of the book value related to the discount amortisation and the depreciation recovery as a result of passing time being recorded as part of the interest margin. Depreciations of the guarantee commitments given and of the innovation aids With regard to the guarantee commitments given, the depreciation corresponds with the capital loss as well as with the contractual interest covered by the guarantee funds. The capital loss is assessed on the basis of a statistical model for estimating potential recoveries. These depreciation do not impact the profit and loss statement, but are charged against the guarantee funds. Regarding innovation aids, the depreciations are statistically estimated on the basis of the operative events that resulted in the transfer to doubtful loans. These depreciation do not impact the profit and loss statement, but are charged against the innovation guarantee funds. Dynamic collective provisioning In 2000, a method for the dynamic provisioning of new loans on generation was implemented by the group. In 2007, in view of the change to the IFRS standards for the consolidated financial statements, Bpifrance Financement reviewed its methodology for estimating the collective provisioning. The counterparties for which there is no objective indication of individual impairment are the subject of an analysis by uniform portfolios. The existence of a credit risk involving a uniform set of receivables results in the recording of a provision, without waiting for the risk to have individually affected one or more receivables. The methodology implemented by Bpifrance Financement is primarily based on an analysis of the internal ratings of the overall portfolio. The assessment model for collective provisions is now based on simulations of stochastic scenarios that, with each counterparty, associate a possible default date and a loss rate given default. Previously, collective provisions were provisioned on the basis of loss rates per product resulting from market practices. The approach proposed is open-ended and pragmatic, bearing in mind that the laws of statistics can offer no certainties. The collective provision is booked on the balance sheet under liabilities. As risks arise, depreciations for doubtful debts are booked and charged against the outstanding loans concerned, while the collective provision is recovered at the same rate. Individual financial statements Early repayments of loans granted to customers Bpifrance Financement directly records, through profit or loss, the compensation for early repayment of loans granted to the clientele, on the realisation date. Leasing transactions Bpifrance Financement engages in equipment leasing, finance leasing and real estate leasing activities, a residual part of which is subject to the SICOMI regime. In the corporate financial statements, these transactions appear on the balance sheet in the sections “leasing and rental agreements with purchase option” and “plain leasing” and in the income statement in the sections “proceeds from leasing transactions and similar,” “charges for leasing and similar” and “proceeds from plain leasing,” “charges for plain leasing.” The leased or rented property, plant and equipment are reported on the corporate balance sheet at their purchase value, which, for leasing, includes the acquisition costs, the cost of construction and the purchase price of the land. Accounting depreciation, subject to the limits of both maximum fiscal depreciation and the minimum straight-line allowance, is calculated item by item, with the exception of land which is not depreciated. If a contract becomes delinquent, if the estimated value of the likely recoveries is less than the property’s book value, the difference is the subject of depreciation in the Net Banking Income. Compensation for contract terminations is posted to “Proceeds from leasing transactions and similar”. The depreciations that are designed to cover the compensation due are also recorded in this account. Linked to this corporate presentation is a financial presentation, which translates the economic substance of the transactions. Rents are broken down into (a) interest and (b) amortisation of the capital referred to as financial amortisation. On the financial balance sheet, the financial outstanding appears which is equivalent to the gross value of property, plant and equipment minus the financial amortisation and financial depreciations. In the profit and loss statement, the Net Banking Income takes in the interest included in the rents incurred during the fiscal year and the financial capital gains or losses on the sound financial loans, and in the cost of risk, variations in financial depreciations and financial capital gains or losses on the delinquent financial loans. The financial data are outlined in notes 5, 39 and 40. 2013 Bpifrance Financement Annual Report | 163 Individual financial statements Operations involving financial instruments Balance sheet transactions Operations involving securities are posted in compliance with the amended CRBF regulation n° 90-01. The portfolio consists of marketable securities, Treasury bills, negotiable debt instruments and interbank market certificates. Depending on the intended economic purpose of the transactions and the risks associated with each, securities are divided into four categories, each subject to specific accounting rules: Trading securities These are securities which are: either acquired or sold with the intention of reselling them or buying them in the short term; or held by an establishment as a result of its market maker activity; or acquired or sold within the framework of specialised portfolio management; or the subject of a sale commitment as part of an arbitrage operation. They are recorded on the date of acquisition at their purchase price, with accrued interest but less expenses. At each accounts closing date, they are marked to market. The overall balance of the differences resulting from price variations is included in the Net Banking Income. Marketable securities This portfolio consists of securities that cannot be included amongst the trading securities, nor amongst the long-term investment securities, nor amongst the portfolio activity’s securities, other securities held for long-term, equity interests and shares in related companies. They are recorded at their acquisition cost, but without accrued interest or expenses. The differences between the acquisition price of fixed income securities and their redemption price are staggered over the residual lifespan of these securities, by using the actuarial method. At the accounts closing date, they are marked to market in the case of listed securities or valued on the basis of their share in the net situation of the firm. If this price is lower than their book value, they are subject to a provision for depreciation which is charged against Net Banking Income. The gains resulting from hedging take the form of purchases or sales of future financial instruments, and are included for the calculation of depreciations. Investment securities These are fixed-income securities acquired with the intention to hold to maturity. They are financed from specific resources or interest rate hedged. They are recorded at their acquisition price, but excluding accrued coupon and expenses at purchase. The difference between the acquisition cost and the redemption price is actuarially spread over the remaining life of the security. At the accounts closing date, unrealised capital losses are not provisioned unless they carry a counterparty risk. Should some of these securities be sold before their maturity for a significant amount, the entire portfolio would be downgraded to short-term investment securities, for the current fiscal year and the two following fiscal years, barring exceptions indicated in the texts. Individual financial statements Securities used for portfolio activity Portfolio investment relates to securities acquired on a regular basis with the aim of realising a medium-term capital gain and with no intention of long-term investment in the development of issuing company, or of active participation in its management. The activity must be exercised on a significant and ongoing scale within a structured framework that provides the institution with a recurrent return on investment deriving principally from the capital gains on disposals. Included in this category are securities held in the context of a venture capital activity; such securities are posted, depending on their type, to the accounts “Bonds and other fixed income securities” and “Shares and other variable income securities”. They are measured at the accounts closing date at the lower of cost price or utility value determined in the light of the general development outlook for the issuer and the length of time for which the securities will be held. If necessary, they are subject to depreciation which is set against Net Banking Income. Repurchase agreements Operations involving securities in repo transactions are recorded in compliance with the amended CRBF regulation n° 89-07. Securities received in repo transactions are shown as assets in an account which reflects the liability generated. The corresponding income is recorded in Net Banking Income. Securities sold in repo transactions give rise to a liability. They are maintained in their original portfolio and continue to be valued according to the rules applicable to that portfolio. Off-balance sheet operations These transactions are recorded in compliance with the provisions of CRBF amended regulations n° 88-02, n° 89-01 and n° 90-15 and of CRC amended regulation n° 2002-03. They are classified on the basis of the notional amount and of the market value of the contracts and are distinguished according to their intended economic purpose (see note 25). Results from these operations are reported in Net Banking Income Hedging transactions make up the bulk of the transactions negotiated: Income and expenses relating to forward financial instruments intended, and so designated 1 from the outset, to hedge an item or homogenous group of items (micro-hedging ) are recorded as and when income and expenses on the hedged elements are booked; Income and expenses relating to instruments used to adjust the nature of resources to requirements defined within the framework of overall management of interest rate or currency 2 positions (macro-hedging ) are booked pro rata temporis. 1 Transactions classified as micro-hedging include interest rate swap contracts negotiated as hedging for operations to refinance business activities or as hedging for the long-term investment securities portfolio, operations on futures markets to hedge interest rate risks on this portfolio, and foreign exchange operations (forward exchange rate agreements, currency swap agreements). 2 Transactions classified as macro-hedging include interest rate and currency swap contracts negotiated as part of the overall management of the Bpifrance Financement positions under the terms of article 2.1c of modified CRBF regulation n° 90-15. Also included under this heading are transactions on organised futures markets as part of overall management of interest rate risk. 2013 Bpifrance Financement Annual Report | 165 Individual financial statements In the event of cancellation of interest rate or currency swap contracts negotiated as part of overall management of interest rate positions, any payments received or made are spread over the residual life of the cancelled contract. As regards transactions that constitute opening isolated open positions: Transactions negotiated on an organised or related market are valued at each accounts closing date. the corresponding gains or losses impact directly on Net Banking Income; The results of transactions negotiated on an over-the-counter market are recognised according to the nature of the instruments, either on unwinding of the contracts or pro rata temporis. Unrealised losses recognised at the accounts closing date impact upon Net Banking Income. Equity interests and shares in related companies, other long-term investment securities These securities are listed at the acquisition price, excluding expenses. Equity investments, investments in non-consolidated subsidiaries The provisions governing these categories of securities are set out in the CRC regulations n° 2000-02 and n° 2005-01 as amended. Investments in non-consolidated subsidiaries are shares in the capital of companies. Their long-term ownership is considered useful to the activity of the companies which own them, either because it permits the owner to exercise an influence on the issuing company, or because it reflects a partnership relationship. These securities are valued at the lower of either their cost price or their going price at the year-end. Going price represents the amount the company would be prepared to pay to acquire the securities in view of its intention in holding them. It may be determined by reference to market value, net asset value, the future earnings prospect of the issuing company, the outlook for realisation, economic circumstances. If this value is less than book value, a provision for depreciation is charged to “Gains or losses from fixed assets”. Other long-term investment securities These are investments in securities made with the intention of promoting the development of lasting professional relationships by creating a privileged relationship with the issuing company, but one that does not create a position of influence on the management of that company in view of the limited number of voting rights held. These securities are valued by the same method as investments in nonconsolidated subsidiaries and in affiliates. Individual financial statements Tangible and intangible fixed assets Fixed assets are recorded in compliance with CRC regulation n° 2002-10. Fixed assets are depreciable or non-depreciable assets from which the company expects to derive future economic advantage. The depreciation of a fixed asset is the systematic distribution of its depreciable amount in accordance with its use. The depreciation allowance appears in the “Depreciation allowances and depreciations on intangible and tangible fixed assets” in the profit and loss statement. Exceptional depreciation resulting from the application of the General Tax Code is recognised under “Charges to/recoveries from the FGBR and regulatory provisions” in the income statement. Guarantee funds and net innovation intervention resources In order to deal with its economic general interest mission, the State provides Bpifrance Financement with public resources intended to cover the commitments resulting from this mission. The activities covered by these funds are firstly guarantees for bank loans, and secondly the distribution of innovation aids primarily in the form of subsidies and repayable advances. The resources provided by the State are shown on the asset side of the balance sheet and are decreased by losses and provisions established on the operations in question. For the bulk of the provided resources, the financial proceeds resulting from cash investments are reallocated. The main affected items for these economic general interest activities are: on the asset side, aid for innovation financing (cf. note 9); in the off-balance sheet, the guarantees given (cf. note 24); on the liabilities side, the guarantee funds (cf. note 19), the innovation intervention resources (cf. note 20). Given that they are repayable, the guarantee funds meet the definition of debt instruments. In view of their specificity and importance for the group, they are included as balance sheet liabilities in the specific headings entitled “Public guarantee funds” and “Innovation guarantee funds”. They are assessed at cost. This assessment includes the allocations collected, in addition to the share of the earnings paid to the funds (commissions, net financial proceeds, participation in the capital gains on securities), net of any recognised bad debts (expenses, litigation provisions and pre-litigation provisions). The gains, losses and provisions assigned to the guarantee funds, as described in notes 19.2 and 20.2, do not transit via the profit and loss statement. The expenses and proceeds are not taxable. Similarly, public partners, primarily regions, provide Bpifrance Financement with resources intended to finance subsidies and repayable advances. The net amount of these resources is grouped together with the innovation guarantee funds, under the heading “Net innovation intervention resources”. 2013 Bpifrance Financement Annual Report | 167 Individual financial statements Fund for General Banking Risks In accordance with amended CRBF regulation 90-02, appropriations to the Fund for General Banking Risks are made at the discretion of the directors in order to meet expenses and risks of an exceptional nature in the banking sector. Currency transactions Currency transactions are treated in accordance with amended CRBF regulation n° 89-01. Assets, liabilities and off-balance sheet items are converted into euros at the rate prevailing on the accounts closing date. Differences arising from the mark to market of currency positions are reported in Net Banking Income. Interest and commissions Interest and commissions are reported in Net Banking Income using the accrual method. The commissions and handling charges for insignificant amounts are not the subject of spreading. Borrowing charges Bond issue expenses and redemption or issue premiums are spread over the life of the issue pro rata to the accrued interest. The resulting charge is reported in Net Banking Income. The annual interest expense of loans with a rising interest rate or with a single coupon is accounted for on the basis of the yield to maturity cost. Tax situation Bpifrance Financement is the parent company for the following tax consolidation group: AUXICONSEIL, AUXIFINANCES and the Compagnie Auxiliaire Bpifrance. Pensions and other social commitments Post-employment benefits They include the retirement lump sum payments, the banking sector retirement supplements and health expenses after employment. These benefits fall into two categories: the defined contribution plans (not representative of a commitment to be provisioned for the company) and the defined benefit plans (representative of a commitment at the company’s expense and resulting in an assessment and provisioning). Defined contribution plan A defined contribution plan is a plan for post-employment benefits according to which an entity pays defined contributions (as an expense) to a separate entity and will have no legal obligation to pay additional contributions if the fund does not have sufficient assets to provide all of the benefits corresponding with the services provided by the personnel during the periods in question. Individual financial statements Defined benefits plan The obligations, hedged by an insurance contract, are assessed using an actuarial method that considers demographic and financial assumptions such as age, seniority, the probability of presence on the date of the awarding of the benefit, and the discounting rate (rate of return from the market for the bonds of high quality companies). This calculation includes a distribution of the expense over time on the basis of the activity period of the personnel members (projected credit units method). The recognition of the obligations takes into account the value of the assets established in order to hedge the obligations and actuarial elements. The expenses relative to defined benefit plans consist of the cost of the benefits rendered during the year, the interest on the liabilities or net assets relative to the defined benefits (at the market rate of return of the bonds of high-quality companies), the contributions to the employer’s plans, and the benefits paid. Possible actuarial gains and losses (revaluations), the yields on plan assets (excluding interest) and the consequences of reductions and possible liquidations of plans are booked through profit or loss in compliance with the second method listed in recommendation n° 2013-02 of the Accounting Standards Authority (ANC). Other long-term benefits Long service awards Group employees receive bonus payments to mark the awarding of Medals of Honour in recognition of a long working life. These commitments are provisioned on the basis of the agreement signed on 15 December 2011. Supplementary pensions The AFB professional agreement dated 13 September 1993 on the reform of retirement schemes for the banking profession applies to the Bpifrance Financement staff. The payment of a supplementary banking pension and rebates not covered by the fund for the rights acquired by staff at 31 December 1993 is covered by a reserve fund with sufficient resources to meet pensioners’ needs. Early departures With regard to early departures, Bpifrance Financement is committed to its personnel. These commitments are provisioned. Cessation of employment compensation This involves compensation paid to employees at the time of the termination of their employment contract, prior to retirement, whether in case of dismissal or acceptance of a voluntary departure plan. The end of employment contract allowances are provisioned. The benefits paid more than 12 months after the closing date are the subject of discounting. Significant actuarial hypotheses The actuarial mortality assumptions are based on the public statistical mortality tables. The job turnover provisions primarily evolve on the basis of the employee’s age, based on historical statistical data. The adopted discount rate of 2.50%, rate of first category bonds, was determined on the basis of the term for which these commitments would be carried. 2013 Bpifrance Financement Annual Report | 169 Individual financial statements The economic hypotheses regarding the annual rate of wage increases and the revaluation rate of the commitments for long-service medals are also part of the actuarial hypotheses. NOTE 2 - SIGNIFICANT EVENTS DURING THE FISCAL YEAR AND EVENTS AFTER THE CLOSING 2.1 Significant events during the fiscal year Establishment of Bpifrance Law n°2012-1559 of 31 December 2012 amending order n°2005-722 of 29 June 2005 established the legal framework providing for the creation of the Banque Publique d’Investissement (BPI), as well as its governance provisions. Holding company held by the EPIC BPI-Groupe for 50% and by the Caisse des Dépôts (CDC) for 50%, it includes OSEO, CDC Entreprises (CDCE) and the Fonds Stratégique d’Investissement (FSI – Strategic Investment Fund). The contribution operations were performed on 12 July 2013. As on 31 December 2013, BPI-Groupe (Bpifrance) holds: 89.7% of the capital of Bpifrance Financement (former SA OSEO); 100% of the capital of CDCE-1 (company holding 99.4% of Bpifrance Investissement – former CDCE); 100% of the capital of Bpifrance Participations (former FSI). As such, the reference shareholder of Bpifrance Financement is henceforth BPI-Groupe (Bpifrance), that has the status of a financial company as replacement for the EPIC BPI-Groupe. The rest of the capital is primarily held by banks within the market. Transfer of all assets and liabilities of OSEO Industrie As part of the group restructuring, the Board of Directors meeting on 26 June 2013 authorised the dissolution, through the transfer of all assets and liabilities without liquidation of OSEO Industrie, a 100% subsidiary of Bpifrance Financement that occurred in the 3rd quarter of 2013. 2.2 Events after the closing No significant event occurred after the closing date of the financial statements. Individual financial statements NOTE 3 - RECEIVABLES FROM CREDIT INSTITUTIONS (in millions of euros) 2013 2012 Demand deposits and overnight loans 192,9 223,6 Term accounts and loans 149,0 103,8 0,0 0,0 Subordinated loans Doubtful debts . Gross amount . Depreciations 0,4 0,0 0,0 0,0 Net amount 0,4 0,0 Inter-company receivables 0,2 0,3 342,5 327,7 82,2 60,1 Total (*) (*) Of which refinancing loans for subsidiaries or equity interests Breakdown of sound outstandings (excluding accruals) by residual maturity at 31 December 2013 (in millions of euros) Outstandings D≤3m 3 m. < D ≤ 1 year 1 year < D ≤ 5 years D > 5 years 222,1 11,2 40,6 68,0 341,9 2013 Bpifrance Financement Annual Report | 171 Individual financial statements NOTE 4 - TRANSACTIONS WITH CUSTOMERS - ASSETS This note describes loan and financing transactions for short-term receivables. (in millions of euros) 2013 Overdrafts 2012 33,9 14,1 Short-term credit facilities 1 762,9 831,6 Medium and long-term loans (1) of which credits restructured at non-market conditions 7 822,9 Accounts opened with Agence France Trésor . Sight a/c 4 943,4 6 870,6 2,8 3,2 4 780,5 436,1 . Term a/c 511,4 4 507,3 Other loans and subordinated loans of which credits restructured at non-market conditions 4 175,9 Doubtful debts . Gross amount (2) . Depreciations (3) . Allocated callable guarantee funds (4) Net amount Inter-company receivables Total (5) (1) Of which receivables used as guarantee for loans contracted with the: - Council of Europe Development Bank (CEDB) - Proximité SME Funds Bpifrance Financement continues to manage these receivables (2) Before deduction of any guarantees (3) Not including collective provisions shown as balance sheet liabilities (4) This item represents the depreciations established on the guarantee funds (5) Of which eligible debts with the Eurosystème (ECB) 4 269,1 3 215,5 2,9 0,0 826,7 -124,8 -117,2 463,4 -103,8 -116,9 584,7 242,7 37,9 31,4 19 361,6 15 986,4 57,3 447,3 89,2 474,3 2 864,4 1 630,0 Without modifying the total amount of doubtful receivables, amended CRC Regulation n° 2002-03 has them broken down as follows: (in millions of euros) doubtful outstandings impaired doubtful loans TOTAL Outstandings 479,8 346,9 826,7 Depreciations 0,0 -124,8 -124,8 Allocated callable guarantee funds 0,0 -117,2 -117,2 479,8 104,9 584,7 Net amount Individual financial statements Breakdown of loans outstanding (excluding related receivables) on 31 December 2013 By residual maturity 3 m. < D ≤ 1 year D≤3m (in millions of euros) Sound outstandings 5 524,6 1 year < D ≤ 5 years 2 621,5 D > 5 years 6 251,6 4 341,3 18 739,0 By economic business sectors (in millions of euros) Sound outstandings Trade Industry Services PW&CE Tourism TOTAL 12 328,5 (*) 653,9 690,0 18 739,0 237,3 426,3 62,3 30,2 826,7 -24,6 -63,6 -9,3 -5,7 -124,8 1 887,1 3 179,5 Doubtful loans 70,6 Depreciations -21,6 (*) Including €4,943.4 million with the Agence France Trésor By major types of counterparty (in millions of euros) Sound outstandings Central Lending Non-lending gov. agencies insitutions institutions Companies Retail TOTAL clientele 4 943,4 0,0 0,0 13 628,6 167,0 18 739,0 Doubtful loans 0,0 0,0 0,0 823,6 3,1 826,7 Depreciations 0,0 0,0 0,0 -124,5 -0,3 -124,8 2013 Bpifrance Financement Annual Report | 173 Individual financial statements NOTE 5 - LEASING AND RENTAL TRANSACTIONS Fund flows recorded during the 2013 fiscal year Finance lease and real estate immovables (in millions of euros) Gross value of prop., plant & equip. as at 31/12/2012 2 590,3 8 618,3 807,5 559,0 1 366,5 -329,0 -401,9 -730,9 6 506,5 2 747,4 9 253,9 -1 956,2 -1 526,4 -3 482,6 -482,8 -0,8 -483,6 -25,0 -5,8 -30,8 4 042,5 1 214,4 5 256,9 20,8 13,4 34,2 4 063,3 1 227,8 5 291,1 38,5 402,5 441,0 4 101,8 1 630,3 5 732,1 44,8 424,4 0,0 0,0 44,8 424,4 Exits Gross value of prop., plant & equip. as at 31/12/2013 Total depreciations on 31/12/2013 (*) Total allocated guarantee funds on 31/12/2013 Net value of prop., plant & equip. on 31/12/2013 Net receivables Subtotal Unrealised reserve Net financial outstanding on 31/12/2013 (*) Of which - Provisions under Sicomi art. 64 - Art. 57 provisions TOTAL 6 028,0 Entries Total depreciation on 31/12/2013 Finance lease and real estate movables NOTE 6 - SECURITIES PORTFOLIO 6.1 Fund flows recorded during the 2013 fiscal year (in millions of euros) Treasury notes and similar securities Gross amount as at 31/12/2012 Entries and other movements (1) Exits Change in related receivables Gross amount as at 31/12/2013 Total depreciations on 31/12/2013 (2) Net amount on 31/12/2013 4 758,1 1 314,0 -21,4 12,9 6 063,6 0,0 6 063,6 Bonds and other fixed income securities Equities and othervariable income securities 666,9 821,1 -1 114,5 -0,4 373,1 -0,7 372,4 (1) Depreciation of premiums / discounts (2) Depreciations for unrealised capital losses and bad debts The following table gives details of the share of securities held for the use of the guarantee funds: Treasury notes Bonds and Equities and 1,1 0,0 0,0 0,0 1,1 -1,1 0,0 Individual financial statements and stocks similar other fixed income securities (in millions of euros) other variable income securities Gross amount as at 31/12/2013 0,0 183,2 0,0 Total depreciations on 31/12/2013 0,0 0,0 0,0 Net amount on 31/12/2013 0,0 183,2 0,0 Breakdown of the 31 December 2013 fixed income D≤3m (in millions of euros) Public sector bills and similar securities Bonds and other fixed income securities securities 3 m. < D ≤ 1 year portfolio 1 year < D ≤ 5 years by residual D>5 years maturity on attached TOTAL receivables 0,0 23,3 730,1 5 224,5 85,7 6 063,6 77,0 77,0 166,0 189,3 43,7 773,8 82,1 5 306,6 3,6 89,3 372,4 6 436,0 6 346,7 6.2 Breakdown by portfolio type (net amounts, including related receivables) 2013 Public bills of exchange and (in millions of euros) similar securities 2012 Equities and other variable other fixed income income TOTAL TOTAL Securities Securities nonnonlisted listed listed listed Securities securities Securities securities Bonds and Investment 104,0 60,0 0,5 0,0 0,0 Investment 5 959,6 311,9 0,0 0,0 0,0 164,5 6 271,5 418,1 5 005,8 6 436,0 5 423,9 (*) Total 6 063,6 372,4 0,0 (*) Of which : - Securities issued by the State or local bodies : 0.0 - Securities issued by other issuers : 372.4 Securities sold on repo amounted to €4,080.8 million at the end of 2013, compared with €3,340.6 million at the end of 2012 (amounts expressed in net book value). The net value of investment securities contains a provision for counterparty risk of €1.5 million. 2013 Bpifrance Financement Annual Report | 175 Individual financial statements 6.3 Transfers between portfolios and sale of investment securities before maturity There were no transfers between portfolios over the course of the year. 6.4 Portfolio valuation (including related receivables) on 31 December 2013 gross accounting Market value Difference value (in millions of euros) Marketable securities Investment securities (*) 164,8 165,3 0,5 6 271,5 6 590,4 318,9 Unrealised capital loss (excluding doubtful receivables) Unrealised capital gains -0,2 0,7 (*) Long-term investment securities, for the most part OAT government bonds, are used in the overall management of the establishment’s liquidity and interest rate positions, with the general objective of hedging against risks. In particular, they are used to meet requirements for securities arising from the process of securitisation of interbank transactions and exchange systems. NOTE 7 - EQUITY INVESTMENTS AND OTHER LONG-TERM SECURITIES, INVESTMENTS IN NONCONSOLIDATED SUBSIDIARIES 7.1 Flows recorded during the 2013 fiscal year (in millions of euros) Gross amount as at 31/12/2012 Other securities Equity interests held for the long term 10,6 94,6 Investments in affiliates 1 079,9 Entries and other movements 1,0 10,9 Exits and other movements 0,0 -11,0 Change in related receivables 0,0 0,0 -1 005,0 (2) 0,0 Gross amount as at 31/12/2013 11,6 94,5 81,7 Total depreciations on 31/12/2013 0,0 -9,5 -0,1 11,6 0,0 11,6 85,0 0,0 85,0 81,6 0,0 81,6 Net amount on 31/12/2013 (1) (1) Of which : - Listed securities - Non-listed securities 6,8 (2) Cancellation of the OSEO Industrie securities for €1,000.0 million after the transfer of all assets and liabilities on 4 September 2013 to Bpifrance Financement (cf. note 2.1 Significant events of the fiscal year) 7.2 Minority interests and investments in affiliates (in thousands of euros) % of capital owned Registration with the Corporate name companies register Value of the securities held by the Cpy Gross Capital Net Total Earnings Earnings capital current net propres bef. taxes Pre-tax turnover fiscal year Direct- Indirect- ly ly 98,99% - 9 599 9 599 4 800 14 610 2 605 1 734 73,22% 58,19% - 1 096 10 395 1 096 10 395 12 097 35 746 22 950 35 703 -3 -5 -3 -5 social 2013 before result Loans and advances Amount of the Dividends collected on still sureties and endorsements given repaid by the company the fiscal year granted and not during I - ASSOCIATED COMPANIES (1) (Article L. 233-1 of the [French] Commercial code) Companies included in the scope of consolidation Guarantee Bpifance Régions Equity investment: AED FCPR C1 AED FCPR C2 Créteil B 319 997 466 4 275 Counterparty activities Compagnie Auxiliaire Bpifrance Créteil B 562 007 963 100,00% - 3 199 3 199 2 592 15 009 103 103 170 Property AUXI-FINANCES Créteil B 352 780 605 100,00% - 57 168 57 168 57 187 65 981 3 282 2 024 8 480 100,00% - 2 896 0 2 896 0 2 850 3 479 0 0 58 50,00% 270 165 1 1 56 62 114 Other AUXI-CONSEIL Créteil B 352 792 667 FCT PROXIMITE PME Companies not included in the scope of consolidation : SCI TOPOR MONTAUBAN Créteil B 340 905 389 100,00% 14 164 1 300 82 197 144 II - EQUITY INTERESTS (2) (Article L. 233-2 of the [French] Commercial code) Companies included in the scope of consolidation ALSABAIL - 7 place Sébastien Brant - 67000 STRASBOURG Strasbourg B 718 504 004 40,69% - 5 365 5 365 9 704 17 649 2 646 1 716 AUXI-ASSURANCE - 27-31, Av du Gal Leclerc 94710 MAISONS-ALFORT Créteil B 351 596 572 34,00% - 1 000 1 000 306 579 1 192 795 20,00% - 356 340 2 004 6 352 3 188 1 760 - 967 967 8 425 12 637 -5 -5 1 823 59 299 53 937 111 030 110 012 -321 -321 2 213 - 19 450 16 349 42 936 39 968 896 896 -1 024 Companies not included in the scope of consolidation : Bpifrance Investissement Régions - 27-31, Av du Gal Leclerc 94710 MAISONS-ALFORT Paris B 401 749 502 Briey B 382 532 554 10,55% - 2 919 2 918 27 675 (4) 27 158 -1 026 FIST SA - 83 bld Exelmans-75016 PARIS Paris B 388 461 154 30,40% - 343 343 1 128 (4) 2 002 -26 20 IFCIC - 46 avenue Victor Hugo -75016 PARIS Paris B 327 821 609 25,65% - 722 722 2 817 (4) 9 426 1 662 1 072 10,62% - 956 162 2 922 (4) 2 775 -1 253 -1 253 16,91% - 4 165 4 165 6 594 (4) 29 246 2 430 1 009 41,49% - 6 011 6 011 9 075 (4) 11 956 270 190 4 545 67 4 349 67 INCOM - 62 rue Pierre Charron -75008 Paris B 335 040 838 PARIS SIAGI - 2 rue Jean-Baptiste Pigalle -75009 Paris B 775 691 074 PARIS SOGAMA Crédit Coopératif -75, rue SaintLazare - 75009 PARIS PARIS B 352 086 003 III – OTHER SUBSIDIARIES AND INVESTMENTS IN AFFILIATES (3) French companies Foreign companies (1) Net book value in excess of €50,000 and holding in excess of 50 %. (2) Net book value in excess of €50,000 and holding in excess of 10 %. (3) Percentage of holding less than 10%. (4) Accounts on 31.12.2012 84 | 177 Individual financial statements 2013 Bpifrance Financement Annual Report AED FCPR C3 - 137 rue de l'Université 75007 PARIS AED FCPR C4 - 137 rue de l'Université 75007 PARIS AVENIR ENT. MEZ FCPR - 137 rue de l'Université - 75007 PARIS EUREFI - Maison de la Formation, Centre Jean Monnet -54414 LONGWY Individual financial statements 7.3 Outstanding loans from transactions with affiliates or companies in which an equity interest is held (in millions of euros) RECEIVABLES Lending institutions Clientele Bonds and other fixed income securities Other assets and accruals 84,5 (1) 46,6 (2) 26,1 85,9 (3) DEBTS Lending institutions Clientele Debt securities Subordinated debts Other liabilities and accruals 3 829,7 (4) 2 194,1 (5) 0,0 0,0 3,2 COMMITMENTS GIVEN Financing commitments - Lending institutions - Clientele 10,0 (6) 10,0 (7) Guarantee commitments - Lending institutions - Clientele 0,0 3,3 (8) Commitments on securities - Lending institutions - Clientele 0,0 0,0 (1) - Dont ALSABAIL : 82,2 (2) - Dont AUXIFINANCES : 14,2 SCI d'OSEO : 14.6 Compagnie Auxiliaire Bpifrance : 17.9 (3) - Dont EPIC BPI-Groupe : 71,7 SCI d'OSEO : 8.1 Bpifrance Régions : 2.8 (4) - Dont Caisse des Dépôts : 3 829,7 (5) - Dont EPIC BPI-Groupe : 1756,3 FCT Proximité PME : 373.3 Bpifrance : 46.6 (6) - Dont ALSABAIL : 10,0 (7) - Dont Bpifrance : 10,0 (8) - Dont ALSABAIL : 2,2 Operations with related parties are negotiated at arm’s length. Individual financial statements NOTE 8 - TANGIBLE AND INTANGIBLE FIXED ASSETS Intangible fixed assets (in millions of euros) Tangible fixed assets Land and buildings operating Gross amount as at 31/12/2012 Other non-operating 122,3 16,9 2,2 19,6 Acquisitions 23,0 3,2 0,0 2,5 Exits -2,2 -1,1 -0,1 -0,7 Gross amount as at 31/12/2013 143,1 19,0 2,1 21,4 Total depreciation on 31/12/2013 -96,2 -12,3 -1,5 -15,9 Net amount on 31/12/2013 46,9 6,7 0,6 5,5 Total 46,9 12,8 Fixed assets are depreciated annually, on a straight line basis for buildings, or fixtures and fittings, or on an accelerated basis for IT equipment, according to their estimated useful life, in general: Software : from 1 to 5 years Buildings : from 25 to 55 years Fittings, furnishings and office equipment : from 4 to 10 years IT hardware : 4 years The amount of exceptional amortisation & depreciation is €43.5 million on 31 December 2013. NOTE 9 - INNOVATION FINANCING AIDS (in millions of euros) Fund Gross sound amounts Gross doubtful amounts Depre- Allocated ciations guarantee funds TOTAL TOTAL Innovation aid - ISI (*) 705,5 187,5 -0,3 -157,3 735,4 787,2 PMII - ISI 2008 (*) 185,4 39,2 0,0 -39,2 185,4 168,2 12,7 0,0 0,0 0,0 12,7 6,5 Strategic sectors 0,0 0,0 0,0 0,0 0,0 0,0 FRGI (*) 5,9 0,1 0,0 0,0 6,0 1,8 142,4 0,0 0,0 0,0 142,4 139,0 PSPC (*) Aid on partners financing Total 1 051,9 226,8 -0,3 -196,5 1 081,9 1 102,7 (*) PMII : Programme Mobilisateur pour l'Innovation Industrielle (Mobilising Programme for industrial innovation) initiated by the former AII (Industrial Innovation Agency) ISI : Industrial Strategic Innovation PSPC : Structuring projects of the competitiveness clusters FRGI : Innovation Guarantee Regional Funds 2013 Bpifrance Financement Annual Report | 179 Individual financial statements NOTE 10 - OTHER ASSETS (in millions of euros) 2013 2012 Purchased conditional instruments 0,3 0,3 Settlement accounts for securities transactions 0,7 0,7 interest rate swap contracts 194,5 224,2 Allocation to be received on guarantee funds 150,1 0,0 3,7 4,0 722,5 748,2 89,3 114,0 0,4 0,3 1 161,5 1 091,7 Guarantee margins paid on repurchase transactions and Subsidies to be received on leasing operations Allocation to be received on innovation aid financing Other sundry debtors Stocks and sundry assets Total NOTE 11 - ACCRUALS - ASSETS (in millions of euros) 2013 2012 Securities deposited for settlement 7,3 21,1 Loan issue fees awaiting allocation 9,5 5,8 14,8 25,9 7,0 4,6 66,3 67,2 5,1 5,5 127,6 0,8 71,7 42,2 0,0 17,1 Other 53,4 31,6 Total 362,7 221,8 Loan issue premium awaiting allocation Other prepaid expenses Income receivable on forward financial instruments (*) Proceeds to be received on leasing operations Medium and long-term direct debits in progress Guarantee commissions to be spread Epic BPI-Groupe EMTN Accrued revenues OSEO Industrie (*) This income essentially represents the total difference between interest receivable and interest payable on each interest rate swap contracts Individual financial statements NOTE 12 - DUE TO CREDIT INSTITUTIONS (in millions of euros) 2013 2012 Demand deposits 1,3 4,4 0,0 5 636,8 0,0 6 616,8 Overnight borrowings Term borrowings . including Livret Développement Durable (LDD or Sustainable Development Passbook) resources . including EIB, KfW and BDCE loans Refinancing with the ECB Securities sold under forward repurchase agreements (*) Other payables Associated liabilities Total (*) Of which - Public sector bills - Bonds and other fixed income securities 4 736,2 5 126,3 825,0 900,0 1 190,0 500,0 4 3 271,8 623,2 0,5 2,4 62,1 80,7 11 162,5 10 827,5 4 271,8 0,0 3 623,2 0,0 Breakdown of debts (excluding accruals) by residual maturity at 31 December 2013 (in millions of euros) D≤3m 3 m. < D ≤ 1 year 1 year < D ≤ 5 years D > 5 years 5 485,6 416,7 2 723,5 2 474,6 11 100,4 2013 Bpifrance Financement Annual Report | 181 Individual financial statements NOTE 13 - TRANSACTIONS WITH CUSTOMERS - LIABILITIES (in millions of euros) 2013 Loan with the Epic BPI-Groupe 2012 1 621,5 1 724,4 Loan with the Proximité PME fund 373,3 400,0 Security deposits 389,1 311,4 Demand deposits 240,0 191,5 3,8 3,8 300,0 300,0 5,6 22,6 . Short-term financing 0,4 2,2 . Medium and long-term loans 3,5 36,3 21,9 23,3 2 959,1 3 015,5 5,6 22,6 0,0 0,0 Customer time deposits State shareholder advance Securities sold under forward repurchase agreements (*) Funds received awaiting allocation Other payables Total (*) Of which - Public sector bills - Bonds and other fixed income securities Breakdown of customer deposits by residual maturity at 31 December 2013 D≤3m 3 m. < D ≤ 1 year 1 year < D ≤ 5 years D > 5 years 351,9 186,0 804,6 1 616,6 2 959,1 NOTE 14 - DEBT SECURITIES Breakdown of outstanding debts by residual maturity on 31 December 2013 D≤3m 3 m. < D ≤ 1 year (in millions of euros) 1 year < D ≤5 years D>5 years Attached TOTAL debts Interbank market securities and negotiable debt instruments Bonds (*) 721,2 0,0 673,0 0,0 0,0 2 911,0 0,0 4 764,0 1,2 52,7 1 395,4 7 727,7 Total 721,2 673,0 2 911,0 4 764,0 53,9 9 123,1 (*) As a supplement to the €61 million PIBOR bond loan maturing on 20/11/2015, the outstandings of the bond issues carried out as part of the Bpifrance Financement EMTN (Euro Medium Term Notes) is equal to €7,614 million euros as on 31 December 2013. The update of the prospectus, on 3 June 2013 as approved by the Financial Markets Authority (AMF), sets a new ceiling of €20 billion for this programme, for which the issues are subject to guarantee by the EPIC BPI-Groupe and are rated Aa1 by the Moody's agency on 31 December 2013. Individual financial statements NOTE 15 - OTHER LIABILITIES (in millions of euros) Payments due on securities not fully paid up 2013 2012 3,3 506,9 24,4 14,8 and interest rate swap contracts 105,5 175,9 Advances from lessees 230,7 202,4 Equipments subsidies to be received on leasing operations 41,2 48,3 Suppliers of lease finance 54,3 49,6 9,3 10,5 580,0 580,0 0,5 88,7 1 234,1 1 148,0 0,0 1,0 Other sundry creditors 14,7 9,5 Miscellaneous advances 30,5 29,2 2 328,5 2 864,8 Tax and company receivables (1) Guarantee margins received on repurchase agreements Other miscellaneous creditors for leasing operations Debts backing the preserved capital fund Guarantee commissions earned in advance from customers (2) Disputes to be paid on guarantee funds Public subsidies Total (1) Including €500.0 million of subscribed capital not called by OSEO Industrie (2) the decrease of the commissions earned in advance is linked to the reclassification of the unique and simplified unique commissions in the regularisation account 2013 Bpifrance Financement Annual Report | 183 Individual financial statements NOTE 16 - ACCRUALS - LIABILITIES (in millions of euros) 2013 Allocation spread Development Participatory Loan 2012 33,5 24,9 5,0 5,0 10,6 12,0 Early repayment and loan restructuring penalties 0,4 0,6 Other deferred income 0,4 0,2 Expenses payable on forward financial instruments (2) 70,7 93,4 Provisions for paid holidays 24,6 23,1 Deferred lease rent 61,5 56,4 Subsidies to be paid on innovation aid 599,2 599,9 Guarantee commissions booked in advance (3) 164,7 18,6 17,8 26,9 284,6 101,0 1 273,0 962,0 Mark to market of off-balance sheet currency in foreign currencies (1) Adjustments related to negotiation or cancellation operations for interest rate swap contracts Innovation pending accounts Miscellaneous Total (1) This item includes revaluation differences on off-balance sheet transactions put in place for hedging purposes involving balance sheet transactions (2) These expenses primarily represent the total negative difference between interest receivable and interest payable for each interest rate swap contract. (3) The increase of the guarantee commissions recorded in advance is linked to the reclassification of the unique and simplified unique commissions in the regularisation account NOTE 17 - PROVISIONS (in millions of euros) Provisions on credit risks 2013 2012 406,3 370,2 Provisions for employee benefit commitments (*) 15,5 16,2 Provisions related to innovation activity 11,0 8,5 Other 15,4 11,0 Total 448,2 405,9 (*) Retirement lump sum payments are covered by an insurance contract with assets equal to 23.6 million after payment of the 2013 premium of 1.9 million. Individual financial statements NOTE 18 - SUBORDINATED DEBTS, MUTUAL GUARANTEE DEPOSITS (in millions of euros) 2013 2012 Reserve funds (*) 12,0 11,3 Mutual guarantee deposits 14,6 14,7 26,6 26,0 (*) The reserve fund has been created by former OSEO garantie shareholders, and its purpose is to hedge the outstanding guaranteed loans that it backs. Its reimbursement requires a decision by the shareholders. 2013 Bpifrance Financement Annual Report | 185 Individual financial statements NOTE 19 - PUBLIC GUARANTEE FUNDS 19.1 Accounting position of the guarantee funds (in thousands of euros) Guarantee fund Balance of the guarantee funds to 31 December 2012 Reserve funds Reserve funds AFT (Agence France Trésor) Creation of SMEs and VSEs Business Start-Up Loan Transfer / buy-out of SME and VSE Strengthening of the financial structure of SME and VSE Over-mutualisation fund Innovation of SMEs and VSEs Specific short-term financing for SME and VSE Cash Strengthening SMEs - Mid-tier companies Cash Strengthening CCE Supplementary Guarantee Cash Strengthening SMEs - Midtier companies Confirmed Credit Lines SME VSE - mid-tier companies Supplementary Guarantee Confirmed Credit Lines SME VSE mid-tier companies FGKP FASEP Own funds guarantee Participatory Priming Loan (PPA) Sureties on innovative projects Biotechnology guarantee Structured financing Strengthening Top of the Balance Sheet PPMTR Green Loans Sustainable Development Innovation Wood PPD CICE pre-financing Innovation loans Entreprendre Croissance network Digital Loan LICC EIB - State Development of SMEs and VSEs Eastern countries PIC SME Development capital and equity loans Set-up of young entrepreneurs in rural settings CDC (Caisse des Dépôts et Consignations) France Investissement Garantie Other funds Own funds guarantee - IDF ERDF Net asset value guarantee UIMM PPD UIMM Midi-Pyrénées UIMM Méditérannée Eco-Energy Loans (PEE) EIB - Technological development CCI Innovation PDL Other management (*) 2013 allowanc es 888 225 Repayments And redeployments 2013 2013 results -18 900 Balance of the guarantee funds to 31 December 2013 bad debts and interest to be paid Accounting assets of the guarantee funds 6 557 875 882 875 882 -90 509 -320 -28 666 -5 141 353 -3 581 2 353 -20 111 -9 327 330 171 90 284 205 889 25 660 48 088 19 092 128 092 70 823 40 673 443 071 3 421 242 618 56 187 69 732 20 045 172 585 10 276 773 242 93 705 448 507 81 847 48 088 88 824 148 137 243 408 50 949 104 810 318 680 73 244 196 185 26 081 47 735 39 533 108 139 90 934 102 000 23 398 43 270 4 720 150 000 17 600 0 50 000 -166 860 91 035 0 -74 339 4 077 20 773 84 037 36 791 0 0 3 022 39 813 13 937 53 750 101 026 0 0 867 101 893 17 146 119 039 -20 33 10 219 350 115 1 153 409 33 251 95 784 18 260 7 602 81 418 13 026 217 817 16 465 48 446 7 204 3 430 23 951 16 144 1 181 8 000 4 000 2 194 37 016 16 3 169 340 53 114 885 2 272 3 884 1 857 -20 -15 824 -715 -6 610 -2 124 50 903 1 544 -13 179 -1 120 -1 332 23 22 -1 049 144 1 942 501 43 268 294 35 523 99 668 20 117 7 602 82 505 13 026 260 043 18 035 50 999 7 267 3 430 25 204 16 144 1 181 8 000 4 000 2 194 71 182 16 4 111 841 96 169 233 25 636 87 594 15 584 6 552 80 515 11 482 214 596 17 585 49 778 7 181 2 408 8 330 14 800 4 800 1 000 -6 038 -4 900 0 0 16 400 1 000 25 000 16 000 1 200 8 000 4 000 2 161 26 817 16 2 819 225 52 1 087 42 226 1 570 2 553 63 1 253 34 166 153 112 7 800 -25 040 135 872 17 727 153 599 2 760 5 682 2 254 2 000 300 -1 237 42 23 13 7 115 14 1 823 5 724 950 1 513 1 907 19 910 6 640 1 000 108 356 1 507 13 142 3 330 5 724 950 1 513 1 907 19 954 6 640 1 000 121 498 1 372 777 4 445 781 -1 327 -500 1 900 19 795 6 626 104 955 1 000 13 000 -623 -8 976 GUARANTEE FUND 3 035 026 515 518 -273 527 -204 013 3 073 004 (*) Other management : Territory Revitalization National Fund, Hotel Renovation Fund, PCE (business start-up loan), Professional Loan and miscellaneous 44 Individual financial statements 19.2 Earnings of the Guarantee funds on 31 December 2013 (in thousands of euros) Guarantee fund Reserve funds Reserve funds AFT (Agence France Trésor) Creation of SMEs and VSEs Business Start-Up Loan Transfer / buy-out of SME and VSE Strengthening of the financial structure of SME and VSE Over-mutualisation fund Innovation of SMEs and VSEs Specific short-term financing for SME and VSE Cash Strengthening SMEs - Mid-tier companies Cash Strengthening CCE Supplementary Guarantee Cash Strengthening SMEs - Mid-tier companies Confirmed Credit Lines SME VSE - mid-tier companies Supplementary Guarantee Confirmed Credit Lines SME VSE mid-tier companies FGKP FASEP Own funds guarantee Participatory Priming Loan (PPA) Sureties on innovative projects Biotechnology guarantee Structured financing Strengthening Top of the Balance Sheet PPMTR Green Loans Sustainable Development Innovation Wood PPD CICE pre-financing Innovation loans Entreprendre Croissance network Digital Loan LICC EIB - State Development of SMEs and VSEs Eastern countries PIC SME Development capital and equity loans Set-up of young entrepreneurs in rural settings CDC (Caisse des Dépôts et Consignations) France Investissement Garantie Other funds Own funds guarantee - IDF ERDF Net asset value guarantee UIMM PPD UIMM Midi-Pyrénées UIMM Méditérannée Eco-Energy Loans (PEE) EIB - Technological development CCI Innovation PDL Other management GUARANTEE FUND Net financial proceeds Participation in capital gains and recoveries Commissions Disputed expenses and provisions Prelitigation provisions Results 6 557 6 557 5 399 638 3 129 591 353 778 985 1 840 320 235 1 889 59 95 21 180 363 12 743 1 754 -117 592 -14 282 -38 890 -3 949 269 11 072 -5 707 -3 632 -9 121 0 2 462 1 038 3 948 630 -12 590 -1 655 -43 829 -678 5 778 1 864 17 930 -9 599 -90 509 -320 -28 666 -5 141 353 -3 581 2 353 -20 111 -9 327 932 3 4 110 -14 988 14 020 4 077 396 0 121 397 2 108 3 022 889 57 0 -829 750 867 2 298 94 11 952 282 15 309 -22 182 -546 -7 764 -3 384 -10 215 -507 -1 838 725 193 175 9 962 77 851 33 -328 98 -25 394 -422 -121 -63 436 -916 -2 432 105 126 -287 -965 436 8 067 1 118 5 291 110 24 -15 824 -715 -6 610 -2 124 50 903 1 544 -13 179 -1 120 -1 332 23 22 -1 049 144 1 0 0 33 10 219 0 350 115 1 4 621 56 679 132 50 613 85 1 817 141 370 53 22 98 18 1 33 565 327 1 284 33 30 5 1 1 168 2 508 238 -24 474 -4 480 -25 040 21 42 12 13 7 155 14 9 24 -350 -941 -1 237 42 23 13 7 115 14 0 -8 976 14 960 -204 013 11 4 86 33 715 9 003 -44 599 -9 661 73 746 -335 437 2013 Bpifrance Financement Annual Report | 187 Individual financial statements NOTE 20 - NET INNOVATION INTERVENTION RESOURCES 20.1 Accounting position of the guarantee funds (in millions of euros) Fund Balance on 31 December 2013 Allowances Repayments and redeployments 2013 2012 2013 Balance on Bad debts Repayable results 31 December and interest advances 2013 to be paid 2013 Innovation aid - ISI 856,0 196,0 0,0 -131,2 920,8 0,0 705,5 PMII - ISI 2008 242,6 0,0 0,0 2,4 245,0 0,0 185,4 FUI (*) 86,4 109,8 0,0 -107,9 88,3 0,0 0,0 PSPC 264,1 0,0 -19,5 -23,6 221,0 0,0 12,7 43,1 63,0 0,0 -37,4 68,7 0,0 0,0 295,6 16,6 0,0 -20,3 291,9 0,0 142,4 0,0 0,0 0,0 0,0 0,0 0,0 5,9 Total 1 787,8 (*) FUI: Single Interministerial Fund 385,4 -19,5 -318,0 1 835,7 0,0 1 051,9 Strategic sectors Aid on partners financing FRGI 20.2 Earnings of the Guarantee funds on 31 December 2013 (in millions of euros) Fund Subsidies Provisions, losses and recognised failures Appraisals and miscellaneous expenses Financial earnings and charges Miscellaneous proceeds 2013 earnings -66,8 -69,5 -0,9 0,0 6,0 -131,2 11,6 -10,0 -0,1 0,0 0,9 2,4 -108,2 0,0 0,0 0,0 0,3 -107,9 PSPC -23,1 0,0 -0,5 0,0 0,0 -23,6 Strategic sectors -37,0 0,0 -0,4 0,0 0,0 -37,4 Aid on partners financing -14,7 -3,2 -2,4 0,0 0,0 -20,3 -238,2 -82,7 -4,3 0,0 7,2 -318,0 Innovation aid - ISI PMII - ISI 2008 FUI Total Individual financial statements NOTE 21 - CHANGE IN SHAREHOLDERS’ EQUITY Shareholders’ funds prior to appropriation of results changed as follows: (in millions of euros) Capital Share premiums Merger premium Legal reserve Other reserves Regulated provisions, investment subsidies Retained earnings Profit or loss for the fiscal year Total 2012 750,9 729,1 211,8 23,6 164,6 30,5 43,8 12,8 1 967,1 Allocation of the 2012 earnings Other movements 0,0 0,0 0,0 0,7 0,0 2013 0,0 0,0 0,0 0,0 0,0 750,9 729,1 211,8 24,3 164,6 13,2 (1) 0,0 12,8 (2) 2,8 -12,8 -9,3 (3) 26,0 43,7 46,6 12,8 1 983,8 (1) Exceptional amortisation allowance for software (2) 2013 earnings (3) Dividends of €9.3 million were distributed for the 2012 fiscal year The share capital consists of 93,857,598 ordinary shares with a face value of 8 euros, all fully paid up. The majority of the share capital must remain in the ownership of the French state, a state institution, public body or public corporation. NOTE 22 - EURO EQUIVALENT OF FOREIGN CURRENCY TRANSACTIONS (in millions of euros) Assets Liabilities 2013 2012 1,6 1,6 21,5 24,4 These net balance sheet positions are covered by off-balance-sheet operations. 2013 Bpifrance Financement Annual Report | 189 NOTE 23 - TABLE OF DEPRECIATION FLOWS AND PROVISIONS Depreciations Nonrecoverable Other and receivables Recoveries ON depreciations and provisions variations Provisions not hedged on THE by amortised EARNINGS used (1) (2) provisions receivables (3) Depreciations Allowances Reversals Reversals and in the of the of the Provisions depreciations and provisions depreciations and provisions available to 31/12/12 (in millions of euros) to 31/12/13 IMPACT Depreciations and provisions bad debts and credit risk 475,9 127,6 51,5 14,9 -4,4 532,7 6,0 1,9 -80,2 - Impairment of doubtful loans -44,2 105,7 42,5 2,5 14,9 -4,4 126,4 5,6 1,4 . Interbank loans 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 . Clientele loans 103,8 42,5 2,2 14,9 -4,4 124,8 5,6 1,4 -44,5 1,9 0,0 0,3 0,0 0,0 1,6 0,0 0,0 0,3 367,1 84,9 48,5 0,0 0,0 403,5 3,1 0,2 0,5 0,0 0,0 2,8 0,4 0,5 33,0 9,6 1,2 2,0 0,0 39,4 235,2 0,0 0,0 0,0 0,0 235,2 Provisions for non-recurring events 2,7 0,5 0,0 0,7 0,0 2,5 - Provisions for restructuring 2,7 0,5 0,0 0,7 0,0 2,5 . Securities & other transactions - Collective provision on credit risks - Other provisions Other operating provisions Fund for general banking risks (2) Variations in scope, exchange rate and reclassification of provisions (3) -/+ Net allowances or write-backs - Non-recoverable receivables + Recoveries on impaired receivables 0,4 Individual financial statements (1) Write-backs correspond to write-offs as losses -36,4 Individual financial statements NOTE 24 - OFF-BALANCE SHEET COMMITMENTS Commitments given 2013 2012 AFT (Agence France Trésor) Creation of SMEs and VSEs 3 233 244 3 246 700 Transfer / buy-out of SME and VSE 1 727 654 1 785 358 Strengthening of the financial structure of SME and VSE 185 927 237 130 Innovation of SMEs and VSEs 260 335 307 341 Specific short-term financing for SME and VSE 332 687 411 712 Cash Strengthening SMEs - Mid-tier companies 229 494 432 678 Cash Strengthening CCE 291 845 0 Supplementary Guarantee Cash Strengthening SMEs - Mid-tier companies 131 137 208 610 340 5 390 (in thousands of euros) Confirmed Credit Lines SME VSE - mid-tier companies Supplementary Guarantee Confirmed Credit Lines SME VSE - mid-tier companies FGKP 2 262 5 755 1 534 323 1 585 424 188 289 210 372 FASEP Participatory Priming Loan (PPA) 73 409 60 646 0 5 318 Structured Financing 18 464 18 464 Own funds guarantee (excluding IDF ERDF) Sureties on innovative projects 40 145 72 156 69 787 Strengthening Top of the Balance Sheet 0 201 891 PPMTR 0 3 982 Green Loans 0 2 212 Biotechnology guarantee Sustainable Development Innovation 5 205 6 317 43 407 64 194 PIC SME 748 1 420 CICE pre-financing 416 0 0 350 477 193 472 425 Other commitments Own funds guarantee (IDF ERDF) 7 998 9 556 UIMM 1 262 1 686 Development of SMEs and VSEs Wood PPD CDC (Caisse des Dépôts et Consignations) France Investissement Garantie Eco-Energy Loan (PEE) 0 213 Other management 271 559 246 304 DROM DROM 300 890 302 105 Guarantee commitments 9 390 284 9 903 485 Doubtful guarantee commitment 1 888 034 1 675 528 11 278 318 11 579 013 Total guarantee commitments 2013 Bpifrance Financement Annual Report | 191 Guarantee commitments correspond to repayment guarantees on loans distributed by other institutions. They are primarily backing guarantee funds. Financing commitments correspond chiefly to confirmed credit agreements issued by Bpifrance Financement. NOTE 25 - FOREIGN CURRENCY TRANSACTIONS AND FORWARD FINANCIAL INSTRUMENTS 2013 Hedge (in millions of euros) Micro Market nominal value 2012 Management of positions (*) Macro Market nominal value nominal Market value TOTAL nominal TOTAL Market value nominal Market value OTC transactions performed . Currency swap contracts . Interest rate swap contracts . Purchase of rate caps and floors and floor 48,0 2 290,2 -5,0 0,0 231,5 10 930,5 0,0 -284,8 0,0 0,0 0,0 48,0 0,0 13 220,7 -5,0 53,8 -53,3 12 255,4 -5,1 -51,4 0,0 0,0 24,9 0,1 0,0 0,0 24,9 0,1 34,6 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 226,5 10 955,4 -284,7 0,0 0,0 13 293,6 -58,2 12 343,8 -56,5 Trades on official markets Total 2 338,2 (*) Isolated open positions. No provisioning for credit risk was made on the forward instruments. | 193 Individual financial statements 2013 Bpifrance Financement Annual Report . Interest rate contracts sold firm . Interest rate contracts purchased firm Individual financial statements Breakdown by residual maturity on 31 December 2013 (in millions of euros) 1 year < D < 5 years D < 1 year OTC transactions performed D > 5 years 1 172,5 6 678,2 5 442,9 0,0 0,0 0,0 Operations carried out on official markets The notional amount of contracts listed above serves only as an indication of activity volume; the counterparty risk attached to the forward financial instruments used by Bpifrance Financement is assessed according to the methodology used to calculate European prudential ratios as at 31 December. As such, it takes account of the impact of the offset contracts in effect at that date and of the guarantees received. The amount is broken down as follows: (in millions of euros) Positive replacement cost (1) 2013 2012 346,7 503,4 Risks with central administrations and equivalents 0,0 0,0 Risks with lending establishments in zone A (3) 346,7 503,4 0,0 0,0 Potential credit risk (2) 115,9 106,6 Total exposure (1)+(2) 462,6 610,0 Incidence of offsetting agreements -305,9 -413,0 Incidence of guarantees received -105,5 -136,7 guarantees received 51,2 60,3 Equivalent weighted credit risk (4) 10,2 12,1 346,7 503,4 0,0 0,0 Customer risks Total after impact of offsetting agreements and (1) Corresponds with the positive net unrealised capital gains before application of the weighting rates associated with the nature of the counterparty: - interest rate instruments - exchange rate instruments (2) The potential credit risk is calculated from the nominal total multiplied by mark-up factors related to the residual maturity of the transactions and the nature of the contracts, before allocation of weighting rates. This estimated amount represents the potential modification to the replacement cost up to maturity. (3) Zone A consists of : European Union member states or parties to the European Economic Area agreement, other Organisation for Economic Cooperation and Development (OECD) member countries, countries with special lending agreements with the International Monetary Fund (IMF) within the IMF’s general framework of lending agreements. (4) The exposure after the effect of the offsetting agreements and guarantees received is weighted according to the nature of the counterparty. Individual financial statements NOTE 26 - INTEREST INCOME (in millions of euros) Transactions with lending institutions Customer loans (*) 2013 2012 28,5 50,2 469,5 430,9 - Overdrafts 0,1 0,0 29,5 22,6 - Medium and long-term loans 239,4 223,2 - Sundry loans and subordinated debt 113,6 102,6 86,9 82,5 - Short-term credit facilities - Off-balance sheet operations Bonds and other fixed income securities Financial instruments for hedging purposes Total 230,6 231,4 0,6 1,0 729,2 713,5 0,9 1,3 2013 2012 (*) Of which recovery of depreciation for doubtful loans as a result of the passing of time (cf. note 1.2) NOTE 27 - INTEREST AND SIMILAR EXPENSES (in millions of euros) Transactions with lending institutions Customer loans Bonds and other fixed income securities - Bonds - Negotiable debt instruments - Subordinated securities - Result of micro-hedging Other interest and similar charges -180,8 -210,9 -81,8 -72,1 -137,3 -71,1 -135,0 -2,3 0,0 0,0 -65,7 -5,0 -0,3 -0,1 -0,1 -0,4 Macro-hedging financial instruments -107,6 -124,6 Total -507,6 -479,1 NOTE 28 - PROCEEDS FROM FINANCE LEASE AND OPERATING LEASE OPERATIONS (in millions of euros) Rents 2013 2012 945,6 895,6 Other proceeds 87,2 88,1 Capital gains 23,5 20,3 -12,1 -12,4 1 044,2 991,6 Cost of risk Total 2013 Bpifrance Financement Annual Report | 195 Individual financial statements NOTE 29 - EXPENSES ON FINANCE LEASE AND OPERATING LEASE OPERATIONS (in millions of euros) Depreciation charge 2013 2012 -714,6 -708,9 Allocation to special provisions -90,0 -78,4 Capital losses -38,3 -51,5 Other expenses -83,5 -84,1 -926,4 -922,9 Total NOTE 30 - INCOME FROM VARIABLE INCOME SECURITIES (in millions of euros) 2013 2012 Equity interests 0,1 0,2 Other long-term investment securities 0,1 0,1 Investments in affiliates 1,3 1,4 Total 1,5 1,7 NOTE 31 - COMMISSIONS (in millions of euros) 2013 2012 Proceeds OSEO Industrie business introducer commissions 10,5 15,6 8,2 13,3 1,0 19,7 0,9 29,8 -0,6 -0,6 -0,5 -0,5 Commissions on operations with the clientele Commissions on the delivery of financial services Total Expenses Expenses on securities operations Total NOTE 32 - GAINS OR LOSSES ON TRADING PORTFOLIO TRANSACTIONS (in millions of euros) 2013 2012 Trading securities 0,0 0,0 Exchange transactions 0,0 0,0 Operations involving financial instruments 0,0 0,0 Total 0,0 0,0 Individual financial statements NOTE 33 - GAINS OR LOSSES ON LONG-TERM PORTFOLIO AND SIMILAR TRANSACTIONS (in millions of euros) 2013 2012 Net allocations to or write-backs from depreciations 0,2 0,0 Disposal capital losses 0,0 0,0 Disposal capital gains 0,1 0,0 Total 0,3 0,0 NOTE 34 - OTHER BANK OPERATING INCOME (in millions of euros) 2013 2012 Income charged to Group companies 5,2 4,3 Other expenses charged back 1,2 1,3 Usage of partner resources for the financing of innovation aid 17,3 35,1 Innovation operation allocation 33,0 37,8 Commissions on recoveries and insurance products 6,3 5,1 Recovery of available provisions 0,7 5,3 Share of investment subsidies 1,9 1,8 Innovation activity regularisation products 10,8 2,0 Management fees on partner agreements 2,8 4,4 Restaurant modernization fund subsidy 0,0 2,7 Management proceeds on DROM managed funds 2,1 8,0 Other proceeds 8,9 9,2 90,3 117,0 Total 2013 Bpifrance Financement Annual Report | 197 Individual financial statements NOTE 35 - OTHER EXPENSES ON BANKING OPERATIONS (in millions of euros) 2013 Amortisation & depreciation allowances on non-operating tangible and intangible fixed assets Allocations to provisions for liability litigations and bank operation Investment income paid back to mutual guarantee funds Repayment of proceeds of subsidies from the Regional Department of Industry, Research and the Environment Subsidies paid on partner resources Losses and recognised failures on parther resources Innovation activity regularisation expenses Other expenses on banking operations Total NOTE 36 - OPERATING GENERAL EXPENSES (in millions of euros) Personnel costs - Salaries and wages - Defined contribution retirement expenses - Defined benefit retirement expenses - Other social charges - Profit-sharing - Fiscal expenses - Allowances / write-backs for commitments relative to the personnel 0,0 0,0 -3,3 -6,7 -0,1 -0,4 -0,8 -13,5 -3,2 0,0 -2,7 -1,0 -28,6 -6,0 -0,5 -2,4 -23,6 -45,6 2013 Subtotal Duties and taxes (*) Other administrative costs Total (*) of which Systemic risk tax and Contribution for audit expenses by the Prudential Control and Resolution Authority (ACPR) 36.1 2012 2012 -97,7 -10,8 -1,8 -36,1 -7,7 -9,6 -96,1 -10,6 -2,2 -36,7 -6,5 -9,0 -1,7 -2,7 -165,4 -163,8 -24,1 -88,9 -22,0 -87,4 -278,4 -273,2 -11,3 -10,5 Breakdown of the fair value of the assets The breakdown of the fair value of the plan’s assets between different categories is based on the nature of the assets and on the attached risks. 2013 2012 (in millions of euros) Amount as % Amount as % UCITS Monetary 2,3 11% 3,1 15% Equity 2,5 11% 2,9 14% Bond 17,1 78% 15,3 72% Total 21,9 100% 21,3 100% 36.2 Variation of the obligations pursuant to post-employment benefits (in millions of euros) Retirement lump sum benefits Health expenses Obligations relative to defined benefits Liabilities / (assets) net Obligations relative to defined benefits Plan assets Opening balance - Cost of services rendered during the period - Interest on liabilities / assets relative to the defined benefits - Cost of past services - Effects of variations of foreign currency prices - Contribution to the employer's plan - Contribution to the participant's plan - Profit or loss resulting from the liquidation - Paid services - Actuarial discrepancies > of which actuarial gains and losses on adjustments related to demographic hypotheses > of which actuarial gains and losses on adjustments of the financial hypotheses 22,6 0,9 0,6 0,0 0,0 0,0 0,0 0,0 -1,9 1,4 0,2 1,2 20,7 0,0 0,0 0,0 0,0 1,9 0,0 0,0 -1,9 1,2 0,0 1,2 1,9 0,9 0,6 0,0 0,0 -1,9 0,0 0,0 0,0 0,2 0,2 0,0 2,4 0,0 0,1 0,0 0,0 0,0 0,0 0,0 -0,2 0,0 0,0 0,0 Closing balance 23,6 21,9 1,7 2,3 Longservice awards Obligations relative to other long-term benefits 1,5 0,1 0,0 -0,5 0,0 0,0 0,0 0,0 -0,3 0,0 0,0 0,0 20,6 0,8 0,7 0,0 0,0 0,0 0,0 0,0 -2,1 2,6 2,0 0,6 18,2 0,0 0,0 0,0 0,0 2,4 0,0 0,0 -2,1 2,2 0,0 2,2 2,4 0,8 0,7 0,0 0,0 -2,4 0,0 0,0 0,0 0,4 2,0 -1,6 2,4 0,0 0,1 0,0 0,0 0,0 0,0 0,0 -0,2 0,1 0,1 0,0 Closing balance 22,6 20,7 1,9 2,4 1,5 (in millions of euros) Retirement lump sum benefits Health expenses Obligations relative to defined benefits Liabilities / (assets) net Obligations relative to defined benefits Plan assets Bonds Plan assets Liabilities / (assets) net 26,5 1,0 0,7 -0,5 0,0 0,0 0,0 0,0 -2,4 1,4 0,2 1,2 20,7 0,0 0,0 0,0 0,0 1,9 0,0 0,0 -1,9 1,2 0,0 1,2 5,8 1,0 0,7 -0,5 0,0 -1,9 0,0 0,0 -0,5 0,2 0,2 0,0 26,7 21,9 4,8 TOTAL 2012 Bonds Plan assets Liabilities / (assets) net 2013 Bpifrance Financement Annual Report 24,9 0,9 0,9 0,0 0,0 0,0 0,0 0,0 -2,7 2,5 2,1 0,4 18,2 0,0 0,0 0,0 0,0 2,4 0,0 0,0 -2,1 2,2 0,0 2,2 6,7 0,9 0,9 0,0 0,0 -2,4 0,0 0,0 -0,6 0,3 2,1 -1,8 26,5 20,7 5,8 | 199 Individual financial statements Opening balance - Cost of services rendered during the period - Interest on liabilities / assets relative to the defined benefits - Cost of past services - Effects of variations of foreign currency prices - Contribution to the employer's plan - Contribution to the participant's plan - Profit or loss resulting from the liquidation - Paid services - Actuarial discrepancies > of which actuarial gains and losses on adjustments related to demographic hypotheses > of which actuarial gains and losses on adjustments of the financial hypotheses 0,8 Longservice awards Obligations relative to other long-term benefits 1,9 0,1 0,1 0,0 0,0 0,0 0,0 0,0 -0,4 -0,2 0,0 -0,2 TOTAL 2013 Individual financial statements NOTE 37 - COST OF RISK 2013 Subtractive assets (in millions of euros) Net allowances or write-backs for depreciations and provisions Non-provisioned losses Recoveries on loans and receivables previously written-off Balance Collective provision Other liabilities TOTAL -40,0 -36,4 0,3 -76,1 -5,6 0,0 -0,4 -6,0 1,4 0,0 0,5 1,9 -44,2 -36,4 0,4 -80,2 Other liabilities TOTAL 2012 Subtractive assets (in millions of euros) Net allowances or write-backs for depreciations and provisions Non-provisioned losses Recoveries on loans and receivables previously written-off Balance Collective provision -22,6 -31,5 -0,1 -54,2 -5,8 0,0 -0,4 -6,2 1,8 0,0 0,1 1,9 -26,6 -31,5 -0,4 -58,5 NOTE 38 - GAINS OR LOSSES ON NON-CURRENT ASSETS Investment securities Operating intangible and tangible fixed assets (in millions of euros) Allowances to depreciations Write-back of depreciations 2013 Equity interests and other securities held for the long term Investments in subsidiaries and affiliates 2012 TOTAL TOTAL 0,0 0,0 -2,8 -2,8 -0,7 0,0 0,0 0,0 0,0 0,0 Disposal capital losses 0,0 0,0 0,0 0,0 0,0 Disposal capital gains 0,0 0,0 3,0 3,0 1,3 Balance 0,0 0,0 0,2 0,2 0,6 Individual financial statements NOTE 39 - RECONCILIATION OF CORPORATE RESULT AND FINANCIAL RESULT 2013 (in millions of euros) Finance lease and rental immovables Allocations to accounting depreciation & amortisation Finance lease and rental TOTAL movables -272,9 -441,7 -714,6 -5,0 -9,8 -14,8 Total -277,9 -451,5 -729,4 Allocations to financial depreciation & amortisation -268,4 -411,4 -679,8 -5,0 0,7 -4,3 0,5 -3,0 -2,5 -272,9 -413,7 -686,6 5,0 37,8 42,8 Accounting capital gains or losses Financial capital gains or losses Financial depreciation on asset items Total Variation in latent reserve NOTE 40 - MAIN INTERIM FINANCIAL MANAGEMENT BALANCES (in millions of euros) NET BANKING INCOME 31/12/2013 31/12/2012 471,5 506,1 -278,4 -273,2 -18,6 -16,4 GROSS OPERATING EARNINGS 174,5 216,5 Cost of risk -81,9 -68,3 92,6 148,2 0,2 0,6 92,8 148,8 0,0 0,0 -24,0 -38,9 -13,2 -6,3 55,6 103,6 Operating general expenses Amortisation & depreciation allowances on tangible & intangible fixed assets OPERATING INCOME Gains or losses on non-current assets CURRENT PRE-TAX EARNINGS Extraordinary profit or loss Income tax Charges to/recoveries from the FGBR and regulatory provisions Net earnings 2013 Bpifrance Financement Annual Report | 201 Individual financial statements NOTE 41 - TAX SITUATION Company tax is booked on the tax payable method. The taxable income of the company for 2013 (provisional) at the basic rate is a profit in the area of €32.5 million, taking into account the main net add-backs or deductions as follows: (in millions of euros) Pre-tax book income for the year 36,8 Net allowance of collective provision 36,4 Provision for headcount reduction schemes -2,9 Income from penalties net of early repayment, loan restructuring and staggering of the cash balances -1,7 Transfer of all assets and liabilities of OSEO Industrie -3,4 Loan advances on participatory development loans (PPD) 8,0 Depreciations of doubtful loans and other provisions -27,5 Amortisation of the lease -13,2 Taxable income 32,5 At the basic rate of tax, i.e. 38%, these earnings for tax purposes give rise to a tax charge of €11.5 million. At the reduced tax rates, the taxable result for 2013 does not generate any tax charge. Moreover, Bpifrance Financement was the subject of a tax audit in 2013. The effects of the tax audit were recorded in the profit and loss statement to 31/12/2013. NOTE 42 - SECTOR-SPECIFIC INFORMATION Bpifrance Financement operates primarily in the following business lines: co-financing; this involves direct medium and long-term financing in the form of loans, leasing operations on plant & equipment and property, and financial leases, short-term financing which includes the operations to participate in the financing of public sector receivables in France and its overseas departments and territories, either directly or by signature, the guarantee actions cover banks and equity investment institutions from risks of the failure of the beneficiaries of the financing, innovation financing aid in the form of repayable advances or subsidies, By agreement, the “other” heading includes the proceeds from the investment of the own funds, re-invoicing and, to a lesser degree, income from equity interests. 2013 (in millions of euros) Activity Financial NBI Average outstandings 2012 Financial NBI Average outstandings Individual financial statements Co-financing 269,8 16 254,4 290,0 13 754,4 153,6 5 065,8 157,6 4 572,1 63,4 81,5 1 328,3 11 196,0 47,8 101,9 810,6 11 181,0 - dont crédit-bail Short-term financing Guarantee - dont commissions 72,6 - dont produits financiers Innovation Other 69,2 5,5 23,3 48,7 8,1 47,3 19,2 NOTE 43 - ACTIVITIES ON BEHALF OF THIRD PARTIES 2013 Assets (in millions of euros) Liabilities Receivables Cash Total Debts Off-balance sheet Suspense accounts Total Guarantee activity DROM managed funds 0,0 63,5 63,5 0,0 63,5 63,5 242,9 Camulor 0,0 0,2 0,2 0,0 0,2 0,2 0,2 FGRU (*) 0,0 12,2 12,2 0,0 12,2 12,2 11,4 Student loans 0,0 16,7 16,7 0,0 16,7 16,7 190,4 Atout 22,2 42,4 64,6 0,0 64,6 64,6 0,0 Total 22,2 135,0 157,2 0,0 157,2 157,2 444,9 Innovation aid activity (*) FGRU : Guarantee Fund for Urban Renewal NOTE 44 - PERSONNEL The average paid staff, including seconded personnel, consisted of 1,677 full-time equivalent employees in 2013, of which 82% are executives. The balance of vested rights in respect of individual training entitlement (Droit Individuel à la Formation) stood at 26,694 days at end of December 2013. NOTE 45 - COMPENSATION PAID TO MEMBERS OF EXECUTIVE AND SUPERVISORY BOARDS The compensation paid to the corporate officers during the fiscal year was equal to €843,000. Directors do not receive any attendance fees. 2013 Bpifrance Financement Annual Report | 203 10. REPORTS FROM THE STATUTORY AUDITORS 10.1. Report on the consolidated financial statements KPMG Audit Le Belvédère 1 Cours Valmy CS 50034 92923 Paris La Défense Cedex France Mazars Tour Exaltis 61 rue Henri-Régnault 92400 Courbevoie France Bpifrance Financement S.A. Statutory auditors’ report on the consolidated financial statements Financial year ending on 31 December 2013 Bpifrance Financement S.A. 27-31, avenue du Général-Leclerc - 94710 Maisons-Alfort This report contains 93 pages Reference: PSP - 142 075 RCC Bpifrance Financement S.A. Registered office: 27-31, avenue du Général-Leclerc - 94710 Maisons-Alfort Issued capital: € 750,860,784 Statutory auditors’ report on the consolidated financial statements Fiscal year ending on 31 December 2013 Ladies, Gentlemen, Shareholders, As part of our assignment for your General meeting, we present to you our report for the fiscal year ending on 31 December 2013, on: the verification of the Bpifrance Financement S.A. group consolidated financial statements, as attached to the present report; the bases of our assessments; the verifications and specific information required by law. The consolidated financial statements have been prepared by the Board of directors. Our responsibility is to express an opinion on these financial statements based on our audit. 1. Opinion regarding the consolidated financial statements We have conducted our audit in accordance with the professional standards applicable in France; these standards require that we apply the procedures necessary to obtain reasonable assurance that the consolidated financial statements do not include any significant misstatements. An audit involves verifying, by sampling and other selection methods, the elements underlying the amounts and information contained in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. We certify that, in accordance with the IFRS reference base adopted by the European Union, the consolidated financial statements are truthful and in order, and present a fair picture of the asset base, financial situation and results of the structure consisting of the persons and entities included in the consolidation. Without calling into question the opinion expressed above, we draw your attention to note 2 of the appendix to the consolidated financial statements, entitled “Applicable accounting standards”, that presents the method changes resulting from the application of the new standards and interpretations applied as of 1 January 2013. 2013 Bpifrance Financement Annual Report | 205 2. Justification of the assessments In accordance with the provisions of Article L.823-9 of the [French] Commercial code, concerning the justification of our assessments, we draw your attention to the following items. Accounting rules and principles Financial assets and liabilities, and guarantee and innovation activities: Notes 5.1 to 5.8 of the appendix to the consolidated financial statements present the accounting methods relative to financial assets and liabilities, and notes 5.24 and 5.25 present the accounting methods relative to the guarantee and innovation activities. As part of our assessment of the accounting rules and principles used by your group, we have notably verified the appropriate nature of the above-mentioned accounting methods and of the information provided in the notes to the appendix, as well as their correct application. Accounting estimates Depreciation of the credit risk: Your group establishes depreciations intended to cover the credit risk inherent to its activities, as described in note 5.2.1 “Loans and receivables” of the appendix to the consolidated financial statements. As part of our assessment of the significant estimates used for the closing of the financial statements, we have examined the control system relative to the follow-up of the credit risk, the assessment of the non-recovery risk and its hedging, on the asset side, by means of individual and collective provisions. Valuation of financial instruments: Your group owns positions in financial instruments. Note 5.1 “Determination of the fair value of financial instruments” of the appendix to the consolidated financial statements lists the assessment methods relative to financial instruments. We have examined the control system relative to the determination of the parameters used for the valuation of these positions, and have verified the appropriate nature of the information provided in the appendix notes. Provisioning of social commitments: Your group establishes provisions in order to cover its social commitments. We have examined the assessment methodology for these commitments as well as the employed hypotheses and parameters, and we have verified the appropriate nature of the information provided in notes 5.14 and 9.3 of the appendix to the consolidated financial statements. The resulting assessments are part of our task of auditing the consolidated financial statements, in their broad interpretation, and they therefore contributed to the formation of our opinion as expressed in the first part of this report. PSP – 142 075 RCC – Fiscal year ending on 31 December 2013 3. Specific verification In compliance with the professional standards applicable in France, we have also carried out the specific verification required by law with regard to the information provided in the report on the group management. We have no adverse comments to make about their truthfulness and agreement with the consolidated accounts. The Statutory auditors Paris la Défense, 17 April 2014 Courbevoie, 17 April 2014 KMPG Audit Department of KPMG S.A. Mazars Philippe Saint-Pierre Associate Virginie Chauvin Associate 2013 Bpifrance Financement Annual Report | 207 10.2. Report on the individual financial statements KPMG Audit Le Belvédère 1 Cours Valmy CS 50034 92923 Paris La Défense Cedex France Mazars Tour Exaltis 61 rue Henri-Régnault 92400 Courbevoie France Bpifrance Financement S.A. Statutory auditors’ report on the annual financial statements Financial year ending on 31 December 2013 Bpifrance Financement S.A. 27-31, avenue du Général-Leclerc - 94710 Maisons-Alfort This report contains 59 pages Reference: PSP - 142 074 RCC Bpifrance Financement S.A. Registered office: 27-31, avenue du Général-Leclerc - 94710 Maisons-Alfort Issued capital: € 750,860,784 Statutory auditors’ report on the consolidated financial statements Fiscal year ending on 31 December 2013 Ladies, Gentlemen, Shareholders, As part of our assignment for your General meeting, we present to you our report for the fiscal year ending on 31 December 2013, on: the verification of the Bpifrance Financement S.A. group consolidated financial statements, as attached to the present report; the bases of our assessments; the verifications and specific information required by law. The consolidated financial statements have been prepared by the Board of directors. Our responsibility is to express an opinion on these financial statements based on our audit. 1. Opinion regarding the consolidated financial statements We have conducted our audit in accordance with the professional standards applicable in France; these standards require that we apply the procedures necessary to obtain reasonable assurance that the consolidated financial statements do not include any significant misstatements. An audit involves verifying, by sampling and other selection methods, the elements underlying the amounts and information contained in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. We certify that, in accordance with French accounting rules and principles, the consolidated financial statements for the fiscal year are truthful and in order, and present a fair picture of the operating profits and losses for the past fiscal year, as well as the company’s financial situation and assets at the end of said fiscal year. 2013 Bpifrance Financement Annual Report | 209 2. Justification of the assessments In accordance with the provisions of article L.823-9 of the [French] Commercial code, concerning the justification of our assessments, we draw your attention to the following items. Accounting rules and principles Guarantee funds and net innovation intervention resources: The paragraph of note 1.2 of the notes to the annual financial statements entitled “Guarantee funds and net innovation intervention resources” presents the application rules relative to the innovation aid and guarantee funds managed by your company. As part of our assessment of the accounting rules and principles used by your company, we have notably verified the appropriate nature of the above-mentioned accounting methods and of the information provided in the notes to the appendix, as well as their correct application. Accounting estimates Provisioning of the credit risk: Your company establishes depreciations and provisions intended to cover the credit risk inherent to its activities, as described in note 1.2 of the appendix to the consolidated financial statements, entitled “Credit risk”. As part of our assessment of the significant estimates used for the closing of the financial statements, we examined the control system relative to the follow-up of the credit risk, the assessment of the non-recovery risk and its hedging, on the asset side, by means of the depreciations set up on an individual and collective basis, and, on the liabilities side, by provisions intended to hedge unallocated counterparty risk. Securities and financial instruments Your company owns securities and financial instruments. The paragraphs of note 1.2 of the appendix to the annual financial statements entitled “Operations involving financial instruments” and “Equity interests and shares in related companies, other long-term investment securities” indicate the assessment methods relative to the securities and financial instruments that are held. We have examined the control system relative to the determination of the parameters used for their valuation, and have verified the appropriate nature of the information provided in the appendix notes. Provisioning of social commitments Your company establishes provisions in order to cover its social commitments. We have examined the assessment methodology for these commitments as well as the employed hypotheses and parameters, and we have verified the appropriate nature of the information provided in note 1.2 of the appendix to the annual financial statements, entitled “Pensions and other social commitments”. These assessments were made as part of our audit of the annual financial statements taken as a whole and therefore contributed to the formation of our audit opinion expressed in the first part of this report. 3. Specific verification In compliance with the professional standards applicable in France, we have also carried out the specific verification required by law with regard to the information provided in the report on the group management. We have no negative observations to report regarding the truthfulness or consistency with the annual financial statements of the information included in the Board of Directors management report and in the documents sent to the Shareholders concerning the company’s situation and annual financial statements. Regarding the information provided in application of the provisions of article L. 225-102-1 of the [French] Commercial code on the compensation and benefits paid to corporate officers as well as on the commitments made in their favour, we have verified their agreement with the financial statements or with the data used to prepare these financial statements and, if relevant, with the elements gathered by your company from the companies that control your company or are controlled by it. On the basis of these works, we certify the accuracy and truthfulness of this information. Paris La Défense, 17 May 2014 Courbevoie, 17 April 2014 KMPG Audit Department of KPMG S.A. Mazars Philippe Saint-Pierre Associate Virginie Chauvin Associate 2013 Bpifrance Financement Annual Report | 211 10.3. Report on the regulated agreements Bpifrance Financement SA Public limited company with capital of €750,860,784 Registered office: 27-31 avenue du Général-Leclerc, 94710 Maisons-Alfort TCR: 320 252 489 Statutory auditors’ special report on regulated agreements and commitments General meeting for the approval of the financial statements for the financial year ending on 31 December 2013 KPMG MAZARS Bpifrance Financement SA Statutory auditors’ special report on regulated agreements and commitments General meeting for the approval of the financial statements for the financial year ending on 31 December 2013 To the shareholders, In our capacity as statutory auditors for your company, we present to you our report on regulated agreements and commitments. It is our responsibility to provide you, on the basis of the information provided to us, with the characteristics and essential provisions of the agreements and commitments of which we have been informed or that we may have discovered during our mission, without having to express an opinion as to their usefulness or merit, or to seek out the existence of other agreements and commitments. It is up to you, according to the terms of article R.225-31 of the [French] Commercial code, to assess the importance of signing these agreements and commitments with a view to approving them. It is also our responsibility, where applicable, to further provide you with the information indicated in article R.225-31 of the [French] Commercial code relative to the execution, during the elapsed fiscal year, of agreements and commitments already approved by the general meeting. We have implemented the due diligence reviews that we considered necessary in view of the professional doctrine of the Compagnie nationale des commissaires aux comptes relative to this mission. These due diligence reviews require a verification that the information provided to us is in accordance with the underlying documents from which it is produced. AGREEMENTS AND COMMITMENTS SUBMITTED FOR THE APPROVAL OF THE GENERAL MEETING Pursuant to article L.225-40 of the [French] Commercial code, we have been advised of the following agreements in commitments that had previously been approved by your Board of Directors. 1) Assignment contract with Bpifrance Investissement (former CDC Entreprises) Persons involved: Nicolas Dufourcq, as Chairman of the board of directors of Bpifrance Financement and Bpifrance Investissement and, General Manager of the SA BPI-Groupe. 2013 Bpifrance Financement Annual Report | 213 On 29 November 2013, your board of directors authorised the signing of this agreement that defines the conditions and provisions for the assignment of securities held by Bpifrance Financement in Bpifrance Investissement Régions (former FSI Regions) for the benefit of Bpifrance Investissement. Pursuant to this agreement, your company undertakes to assign 167,034 shares of the Bpifrance Investissement Régions company to the Bpifrance Investissement company, which undertakes to pay an assignment price to your company in the amount of €1,588,438.05. As such, Bpifrance Investissement will hold 100% of the shares of the Bpifrance Investissement Régions company. This agreement was signed on 11 February 2014 and had no financial effect during fiscal 2013. AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL MEETING a) the execution of which continued during the elapsed fiscal year In application of article R. 225-30 of the Commercial code, we have been informed that the execution of the following agreements and commitments, already approved by the general meeting during previous fiscal years, continued during the elapsed fiscal year. 1) Agreements signed with OSEO Industrie Business referral agreement On 30 March 2012, your board of directors authorised the signing of this agreement pursuant to which your company can provide its subsidiary with loan files for companies in the industrial sector, identified by your network. This agreement determines the compensation for the contribution of files made by your company, namely a contribution commission equal to 1% of the loan outstandings set up by the Bpifrance Financement network. This agreement is payable within three months after the closing of the OSEO Industrie corporate financial statements. This agreement was signed on 26 April 2012 for a period of one year as of its signing, and is subject to automatic renewal. In application of this agreement, proceeds of €10,529,243 were booked by your company relative to the fiscal year ending on 31 December 2013. Guarantee agreement On 30 March 2012, your board of directors authorised the signing of this agreement that is intended to define the legal and financial provisions for the guarantee granted to your company by OSEO Industrie, as well as the compensation provisions, namely: - upon delivery of the loan offer to the customer and the signing of the loan contract, a clause must indicate that OSEO Industrie will be replaced by Bpifrance Financement, meaning that Bpifrance Financement will take the place of OSEO Industrie for the complete fulfilment of the financing in the name of OSEO Industrie; - in case of customer default, your company initiates the legal procedures at its expense, while informing OSEO Industrie of its actions; - OSEO Industrie provides its guarantee and reimburses all of the sums owed up to the amount of the final loss incurred by your company as a result of defaulting customers; - relative to the received guarantee, your company pays annual compensation of 0.9% to OSEO Industrie, calculated from: o the month end outstandings, sound and doubtful, of the amounts disbursed for the MLT sector, o the amounts used for the FCT sector, o the amounts of the commitments given relative to surety operations. This agreement was signed on 26 April 2012 for a period of one year as of its signing, and is subject to automatic renewal each year. This guarantee commission is invoiced before the end of the first quarter of the following year. In application of this agreement, a charge of €11,570,123 was booked by your company relative to the fiscal year ending on 31 December 2013. Service providing agreement On 30 March 2012, your board of directors authorised the signing of this agreement that sets out the nature of the services provided by your company to its subsidiary, notably: - the management of disputes and litigation, - the legal secretarial services, and the monitoring of legal and fiscal regulations, - bookkeeping for the establishment’s tax forms, - assistance with the preparation of projected budgets, the set-up of financial relations and cash management, 2013 Bpifrance Financement Annual Report | 215 - the supply of IT tools relative to data protection and management of the IT network. Each year, your company is invoiced for the pre-tax amount of €850,000. The agreement also describes the nature of the services as part of setting up a file. Your company is asked to perform a financial analysis on the basis of which the subsidiary can decide whether or not to issue an offer to the customer. The compensation relative to the examination of the offers is equal to 50% of the daily cost price of a business manager, i.e. €260 per initiated file. The services are invoiced once each year. The compensation includes the incurred travel expenses, and excludes all fees and intervention expenses for external service providers; these additional services will be invoiced to OSEO Industrie to the closest euro. This agreement was signed on 26 April 2012 for a period of one year as of its signing, and is subject to automatic renewal for a duration of one year. In application of this agreement, proceeds of €1,393,206.39 were booked by your company relative to the fiscal year ending on 31 December 2013. Refinancing and current account agreements On 29 June 2012, your board of directors authorised the signing of this agreement relative to the financing, by your company, of the OSEO Industrie credit operations, namely: - Your company opened a current account in the name of OSEO Industrie, in which the cash advances are capped in the amount of €200 million. - These cash advances are primarily made available for the purposes of refinancing the loan operations activity: a report describing the disbursed amounts and the financial characteristics must be presented when the subsidiary requests the advance. The interest on the advances is calculated each day by your company, namely: - when the current account shows a debit balance, the interest proceeds are calculated on the basis of the account balance, at the eonia rate plus 0.125%. - when the current account shows a credit balance, the interest proceeds are calculated on the basis of the account balance, at the eonia rate less 0.125%. This agreement was signed on 2 July 2012 for a period of one year as of its signing, and is subject to automatic renewal each year. In application of this agreement, proceeds of €2,726.93, net of expenses, were booked by your company relative to the fiscal year ending on 31 December 2013. 2) Agreements and amendment signed with Bpifrance Investissement Régions (former FSI Regions) Agreement relative to the set-up of Bpifrance Investissement Régions within the Network On 29 June 2012, your board of directors authorised the signing of this agreement that is intended to define the physical and material organisation of 14 sites for the location of Bpifrance Investissement Régions employees in the regional premises of Bpifrance Financement, notably: - signage specific to Bpifrance Investissement Régions is installed within the regional premises where the employees of Bpifrance Investissement Région will be working. - your company authorises the installation of the Bpifrance Investissement Régions IT networks in its regional premises. Pursuant to this collaboration, your company receives an annual pre-tax contribution of €20,000 per installation, payable on 15 December of each year, at the latest. This agreement was signed on 12 July 2012 and proceeds of €280,000 were booked with regard to the fiscal year ending on 31 December 2013. Agreements relative to the procedure for requesting a proposal of files as part of the Régions Mezzanine FCRP and of the FSI Régions 1 FCRP On 29 June 2012, your board of directors authorised the signing of two agreements intended to clarify the procedure whereby Bpifrance Investissement Régions can ask your company to propose files within the framework of the investments undertaken by the FSI Régions Mezzanine FCPR (venture capital mutual fund) and by the FSI Régions 1 FCPR (venture capital mutual fund), namely: - the files are provided to the regional managers of Bpifrance Investissement Régions, and Bpifrance Investissement Régions provides the accounting follow-up, the annual objectives are set by the Bpifrance Investissement Régions management in agreement with the directors of the Bpifrance Financement network. Your company receives a study and marketing commission, calculated as follows: - any file presented exclusively by your company to the FCPR’s advisory committee is invoiced at €6,000, net of tax, for the disbursed files, compensation of 1% of the amount of the granted outstandings is paid to your company. 2013 Bpifrance Financement Annual Report | 217 The total compensation cannot be more than €20,000, before tax, per file. These agreements, signed on 12 July 2012, are applicable for the duration of the investment period of both FCPRs. Pursuant to the agreement with the Régions Mezzanine FCPR, your company booked proceeds of €94,995.00 relative to the fiscal year ending on 31 December 2012. Pursuant to the agreement with the FSI Régions FCPR, your company booked proceeds of €158,923.64 relative to the fiscal year ending on 31 December 2012. Agreement on the contribution and study of OC+ files between Bpifrance Financement and Bpifrance Investissement Régions This agreement determines the framework for the business getter relations between Bpifrance Investissement Région and your company. In consideration of the OC+ files coming from the target companies brought in by the Bpifrance Financement networks, Bpifrance Investissement Régions pays an inclusive commission to your company of €6,000 net of tax per presented file, plus a commission supplement of 1% of the invested amounts. This agreement, authorised by the supervisory board meeting on 14 December 2009 and signed on 16 December 2009, was the subject of an amendment authorised by your board of directors on 29 June 2012. This amendment results in modifications of the compensation for the files presented by your company as part of the investments of the OC+B FCPR, namely: any file presented exclusively by your company to the FCPR’s advisory committee is invoiced at €6,000, net of tax, - for the disbursed files, compensation of 1% of the amount of the granted outstandings is paid to your company. The total compensation cannot be more than €20,000, before tax, per file. - Pursuant to this amendment signed on 12 July 2012, your company booked proceeds of €195,499.06 relative to the fiscal year ending on 31 December 2012. Cooperation agreements signed with Bpifrance Investissement Régions (former FSI Regions) - Agreement relative to the Avenir Entreprises Développement FCPR As part of the creation of the Développement Venture Capital Mutual Fund (FCPR), on 11 March 2008, your supervisory board authorised a cooperation agreement between Bpifrance Financement and Bpifrance Investissement Régions, which defines the cooperation provisions. Pursuant to this agreement, your company booked proceeds of €20,000 relative to the fiscal year ending on 31 December 2013. - Agreement relative to the Avenir Entreprises Mezzanine FCPR As part of the creation of the Avenir Entreprises Mezzanine Venture Capital Mutual Fund (FCPR), on 21 December 2007, your supervisory board authorised a cooperation agreement between Bpifrance Financement and Bpifrance Investissement, which defines the cooperation provisions. Pursuant to this agreement, your company booked proceeds of €54,098.11 relative to the fiscal year ending on 31 December 2013. 3) Intra-group services agreement signed with the EPIC BPI-Groupe Bpifrance Région (former OSEO Régions), Auxifinances and SCI d’OSEO. Authorised by your supervisory board on 11 March 2008, this agreement is intended to define a framework for the exchanged services and to determine the general principles for all of the reinvoicing between the various parties. An amendment to this agreement was signed with Bpifrance Régions, which determines the nature of the various services provided by your company to its subsidiary, and the conditions for their compensation, namely: - €300,000 net of tax for services related to the accounting and financial management, the monitoring of the guarantee funds, and the legal monitoring for Bpifrance Régions; 0.45% of the amounts charged to the guarantee funds during the previous year relative to the services related to the marketing and granting of guarantees provided by Bpifrance Régions; 0.2% net of tax of the amounts charged to the guarantee funds during the previous year relative to the operation management services. For the fiscal year ending on 31 December 2013, your company booked proceeds of €139,873.42 with regard to the re-invoicing to EPIC BPI-Groupe of wage costs, and proceeds of €1,483,650 with regard to the re-invoicing to Bpifrance Régions of services of a commercial nature and relative to wage costs. 4) Service providing agreement for the Innovation Guarantee Regional Funds (FRGI) signed with Bpifrance Régions (former OSEO Régions). Authorised by your board of directors on 16 December 2011, this agreement is intended to define the operation of the FRGI system and the nature of the services between Bpifrance Financement and Bpifrance Régions. As part of this system, the local authorities provide Bpifrance Régions with funds in order to set up the FRGIs, the purpose of which is to hedge the risks and liquidity costs resulting from the assistance granted by your company’s network. 2013 Bpifrance Financement Annual Report | 219 This agreement sets the compensation for the services at 4.80% net of tax of the amount of the funds paid out as part of the innovation aid amounts that are eligible for the FRGIs. Pursuant to this agreement, your company booked proceeds of €921,983.80 relative to the fiscal year ending on 31 December 2013. 5) Guarantee agreement signed with the EPIC BPI-Groupe relative to the issues as part of the Bpifrance Financement EMTN programme. Authorised by your board of directors on 16 December 2011, this agreement calls for the EPIC BPI-Groupe to grant a guarantee for the benefit of the investors who have subscribed for the EMTN issued by your company. The compensation for this guarantee is equal to 0.15% of the outstandings of the security issues as part of the EMTN programme. In application of this agreement, a charge of €7,902,143.72 was booked by your company relative to the fiscal year ending on 31 December 2013. 6) Current account and cash pooling agreement between EPIC BPI-Groupe and Bpifrance Financement. Authorised by your Supervisory Board meeting on 29 June 2007, this agreement defines the operation and the compensation provisions for the current account opened in your company’s name within the framework of the centralised cash pooling. In application of this agreement, an interest charge of €5,672.50 was booked by your company relative to the fiscal year ending on 31 December 2013. 7) Management mandate signed between Bpifrance Financement and Auxifinances Through this agreement, authorised during the board of directors meeting on 25 March 1998, your company provides the overall management of its subsidiary Auxifinances, owner of the Bpifrance Financement head office. Your company’s compensation relative to this mandate is equal to €407,208.47 for the fiscal year ending on 31 December 2013. b) not executed during the elapsed fiscal year We have further been informed of the continuation of the following agreements and commitments, already approved by the general meeting during previous fiscal years, that were not executed during the last fiscal year. 1) Agreement relative to internal control with OSEO Industrie On 29 June 2012, your board of directors authorised the signing of this agreement that is intended to define the nature and provisions for the internal control services indicated in amended regulation 97-02, provided by your company’s Inspectorate General-Audit and Risk Permanent Control Department on behalf of OSEO Industrie. This agreement stipulates that the services are performed in compliance with the Bpifrance Financement audit and permanent control charters, and are scheduled each year by mutual agreement between the OSEO Industrie executive body and your company’s internal control directors. The compensation for these services is invoiced at the intervention cost, with reference to the general agreement that governs the provisions for the invoicing of the services provided by your company. This agreement, signed on 2 July 2012, is subject to automatic renewal for a period of three years. It produced no financial effect for the fiscal year ending on 31 December 2013. 2) Periodic control service agreement signed with Alsabail Authorised by your board of directors on 16 December 2011, this agreement is intended to define the nature and provisions of the periodic control services stipulated by amended CRBF Regulation 97-02 and provided to Alsabail by your company’s Inspectorate General-Audit. This agreement stipulates that the services will be performed in compliance with the Bpifrance Financement audit charter and will be described in an audit plan, the content and provisions of which are approved each year. This agreement produced no financial effect for the fiscal year ending on 31 December 2013. 2013 Bpifrance Financement Annual Report | 221 3) Agreement relative to the implementation of the Restaurant Modernization Fund (French acronym: FMR) signed between the State and the EPIC BPI-Groupe This agreement relative to the implementation of the Restaurant Transmission and Modernization Loans system (French acronym: PPMTR) notably calls for the set-up of two funds: the PMR guarantee fund (formerly the “PPMTR” guarantee fund) and the subsidy compensation fund for the zero rate PMR. The State pays the sums resulting from the proceeds of the annual contribution on restaurant sector sales as anticipated by the law, to the EPIC BPI-Groupe that releases them to the funds on the basis of your company’s calls for funds. This agreement, signed on 10 October 2011, produced no financial effect for the fiscal year ending on 31 December 2013. 4) “Carried interest” retrocession agreement signed with the FSI PME Portefeuille (former CDC Entreprises Portefeuille) This agreement, signed on 30 May 2008, organises the provisions for the retrocession of the “carried interest” between the parties, within the framework of their interests in the Avenir Entreprises Développement FCPR. It produced no financial effect for the fiscal year ending on 31 December 2013. 5) “Carried interest” retrocession agreement signed with the FSI PME Portefeuille (former CDC Entreprises Portefeuille) Authorised by your supervisory board on 29 June 2007, this agreement defines the nature of the services and provisions for the set-up and management of the investment and refinancing operations on the financial markets, as carried out by your company on behalf of the EPIC BPIGroupe. As part of this arrangement, the EPIC BPI-Groupe has delegated the power to carry out these operations to your company’s Financial Operations Department. This agreement produced no financial effect for the fiscal year ending on 31 December 2013. 6) Agreement relative to the ERDF fund signed between Bpifrance Régions (former OSEO Régions) Authorised by your board of directors on 25 March 2004, this agreement defines the operating provisions relative to the ERDF mechanism. It produced no financial effect for the fiscal year ending on 31 December 2013. 7) Shareholder’s advance agreement signed with the State These agreements relate to the set-up of the advances granted by the State to your company, as part of the set-up of the over-mutualisation fund and the preserved capital fund. They produced no financial effect for the fiscal year ending on 31 December 2013. 8) Counterparty agreements signed between Bpifrance Financement and the Agence Française de Développement (AFD) These agreements relate to the contribution of counter-guarantees relative to the FASEP and DOM funds. They produced no financial effect for the fiscal year ending on 31 December 2013. 9) Business referral agreement signed between Bpifrance Financement and Avenir Entreprises, Avenir Tourisme and Avenir PME Through this agreement, authorised by your board of directors meeting on 26 March 1999, your company granted exclusivity of its business referrals to each of the subsidiaries Avenir Entreprises, Avenir Tourisme and Avenir PME. This agreement produced no financial effect for the fiscal year ending on 31 December 2013. Signed in Paris La Défense and Courbevoie, on 17 April 2014 The Statutory auditors KPMG AUDIT Department of KPMG S.A. Philippe SAINT-PIERRE MAZARS Virginie CHAUVIN 2013 Bpifrance Financement Annual Report | 223 10.4. Report on the Company’s Social Responsibility Report Bpifrance Financement Report from the independent third party organisations on the consolidated social, environmental and societal information contained in the management report from the Bpifrance Financement company Financial year ending on 31 December 2013 MAZARS SAS PRICEWATERHOUSECOOPERS AUDIT Report from the independent third party organisations on the consolidated social, environmental and societal information contained in the management report from the Bpifrance Financement company To the shareholders, In our capacity as independent third party organisations of the Bpifrance Financement company, for which the admissibility of the accreditation request has been accepted by the COFRAC, we have prepared all reports on the consolidated social, environmental and societal information relative to the fiscal year ending on 31 December 2013, as presented in the management report (hereinafter the “CSR Information”), in application of the provisions of article L 225-102-1 of the Commercial code. Company responsibility The board of directors is required to prepare a management report that includes the CSR Information indicated in article R. 225-105-1 of the [French] Commercial code, prepared in compliance with the guidelines used by the company (hereinafter the “Guidelines”), a summary of which is included in the introduction to part 3.3.8 “Corporate social responsibility (CSR) report” of the management report, which is available on request from the company head office. Independence and quality control Our independence is defined by the regulatory texts, the profession’s code of ethics now as well as the provisions contained in article L. 822-11 of the [French] Commercial code. Moreover, we have implemented a quality control system that includes documented policies and procedures intended to ensure compliance with the ethical rules, professional standards, and the applicable legal and regulatory texts. Responsibility of the independent third party organisations It is our responsibility to certify, on the basis of our examinations: - - that the required CSR Information is present in the management report or is the subject, if omitted, of an explanation in application of the third sub-paragraph of article R 225-105 of the Commercial code (Certification of the presence of the CSR Information); and to express a moderate conclusion of assurance relative to the fact that the overall CSR Information has been presented, in all of its significant aspects, in a truthful manner that complies with the Guidelines (Well-founded opinion on the truthfulness of the CSR Information). Our works were performed by a team of 4 to 8 people between December 2013 and February 2014, for a duration of approximately 11 weeks. To assist us with the performance of our works, we called on our CSR experts. 2013 Bpifrance Financement Annual Report | 225 We performed the works described below in compliance with the professional standards applicable in France and with the order of 13 May 2013 that determined the provision under which the independent third party organisation performs its task, and regarding the reasoned opinion of truthfulness, relative to the ISAE 3000 international standard39. 1. Certificate of presence of the CSR Information We examined, on the basis of interviews with the managers of the relevant departments, the presentation of the orientations regarding sustainable development in keeping with the social and environmental consequences related to the company’s activity and its societal commitments, as well as, where relevant, the resulting actions or programmes. We compared the CSR Information presented in the management report with the list provided in article R. 225-105-1 of the [French] Commercial code. In case of the absence of certain consolidated information, we verified that explanations were provided in compliance with the provisions of article R. 225-105 sub-paragraph 3 of the [French] Commercial code. We verified that the CSR Information covered the consolidated perimeter, namely the company as well as its subsidiaries for the purposes of article L. 233-1 and the companies that it controls for the purposes of article L. 233-3 of the [French] Commercial code within the limits indicated in the introduction to part 3.3.8 “Corporate social responsibility (CSR) report” of the management report. On the basis of these works, and in keeping with the limits mentioned above, we certify the presence of the required CSR information within the management report. 2. Well-founded opinion on the truthfulness of the CSR Information Nature and extent of the works We performed approximately 10 interviews with the persons in charge of preparing the CSR Information within the department in charge of the information collection processes and, if relevant, the managers of the internal control and risk management procedures, in order to: - - 39 assess the appropriate nature of the Guidelines in view of their relevance, exhaustiveness, reliability, neutrality and understandable nature, while taking into consideration, where relevant, the sector’s best practices; verify the set-up of a collection, compilation, treatment and control process that targets the exhaustiveness and coherency of the CSR Information, and that reviews the internal control and risk management procedures relative to the preparation of the CSR Information. ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information We determined the nature of the scope of our tested verifications on the basis of the nature and importance of the CSR Information in view of the company’s characteristics, the social and environmental stakes of its activities, its orientations with regard to sustainable development, and the best practices in the sector. For the CSR Information that we considered to be most important40, on the level of the Sustainable Development Department and of the Human Resources Department, we: - - consulted the documentary sources and carried out interviews in order to corroborate the qualitative information (organisation, policies, actions), we performed analytical procedures on the quantitative information and verified, on the basis of sampling, the calculations as well as the consolidation of the data, while verifying their coherence and agreement with the other information contained in the management report; carried out interviews so as to verify the correct application of the procedures, as well as detailed tests on the basis of samples, in order to verify the completed calculations and compare them with the data from the supporting documents. The selected sample therefore represents 100% of the personnel, 100% of the environmental quantitative information and 100% of the societal quantitative information. For the other consolidated CSR Information, we assessed its coherency relative to our knowledge of the company. Finally, we assessed the relevance of the explanations, as relevant, relating to the total or partial absence of certain information. We consider that the sampling methods and sizes of the samples that we used in order to arrive at our professional judgment allow us to formulate a conclusion with moderate assurance; a greater level of assurance would require more extensive verification works. Given the recourse to the usage of sampling techniques as well as the other limits inherent to the operation of any information and internal control system, the risk of non-detection of a significant anomaly in the CSR Information cannot be totally eliminated. 40 Total personnel and distribution by sex, Age pyramid, Number of new hires and departures, Amount of the wages, Number of women and men within the company, Paper consumption, Energy consumption at Le Vaisseau, A strong societal impact, Percentage of employees who have received training on the efforts to combat money laundering. 2013 Bpifrance Financement Annual Report | 227 Conclusion On the basis of our works, and subject to this reservation, we have uncovered no significant anomaly that would call into question the fact that the CSR Information has been presented, in all of its significant aspects, in a sincere and truthful manner in compliance with the Guidelines. Drafted in Paris La Défense on 17 April 2014. The independent third party organisations MAZARS SAS EMMANUELLE RIGAUDIAS – ASSOCIATE CSR AND SUSTAINABLE DEVELOPMENT DEPARTMENT PRICEWATERHOUSECOOPERS AUDIT ANIK CHAUMARTIN - ASSOCIATE 11. GENERAL INFORMATION REGARDING THE ISSUER 11.1. Background and evolution of the Issuer The EPIC (Public Establishment with an Industrial and Commercial Nature) OSEO was born in 2005 from the merger of ANVAR (Agence nationale de valorisation de la recherche), the BDPME (Banque du Développement des PME) and its subsidiary Sofaris (Société française de garantie des financements des PME). Through these three structures, that became subsidiaries of the EPIC and were renamed OSEO innovation, OSEO financement and OSEO garantie, the EPIC OSEO was given the task of financing and supporting SMEs through three business lines: innovation support, financing of investments and of the operating cycle in partnership with banks, and guaranteeing bank loans and capital transactions. In 2007, as part of the Government’s policy to promote and develop the investments devoted to research and innovation, priority was given to supporting innovation within medium-sized companies. For this purpose, the Government decided to merge the Agence de l’Innovation Industrielle (AII) with OSEO, in view of the general interest mission shared by them: financing and supporting companies during the most decisive phases of their existence. As such, on 1 January 2008 and after the dissolution of the AII, the “Industrial Strategic Innovation” activity was transferred to OSEO innovation by the State. In order to improve OSEO’s responsiveness and effectiveness, and therefore the quality of its services, while also helping to clarify and simplify its organisation, the project to merge the group’s operational entities was initiated in 2008. It was made possible by law n°2010-1249 on banking and financial regulation of 22 October 2010, and took the form of a merger through absorption by the OSEO financement company, that became the SA OSEO, of the companies OSEO garantie, OSEO innovation and OSEO bretagne. In early 2011, the President of the Republic announced the creation of the bank for industry, OSEO Industrie, a 100% subsidiary of OSEO SA, provided with capital of €1 billion and intended for the financing of the industrial investments of companies, including mid-tier companies. This capital resulted from an allocation of €1 billion from the shareholding (via EPIC OSEO for the State) for the benefit of OSEO SA. On 16 June 2012, the Minister for the Economy announced the creation of the Banque Publique d’Investissement (BPI - Bank for Public Investment): a public group intended to support the financing and development of companies, acting in accordance with public policies implemented by the State and by the Regions. The group gathers the activities of OSEO, CDC Entreprises and the Strategic Investment Fund. The creation of the Public Investment Bank was made official under Order n°2012-1559 of 31 December 2012, which amended Order n°2005-722 of 29 June 2005 relating to the creation of the EPIC OSEO that became the EPIC BPI-Groupe, and the creation of the limited liability company OSEO SA that became the limited liability company BPI-Groupe SA. This public limited liability company has been held – since 12 July 2013 – in equal shares by the State via the EPIC BPI-Groupe, and the Caisse des Dépôts et Consignations. The SA OSEO, now called Bpifrance Financement, became a subsidiary of SA BPIGroupe, just like the entities that include the own funds activities of CDC Entreprises and the FSI, that have become Bpifrance Investissement and Bpifrance Participations. 11.2. Company name, registration, incorporation date and term, registered offices The Société Anonyme Bpifrance Financement is registered on the Créteil Trade and Companies Register under number Créteil TCR 320 252 489 (APE code 6492 Z). Bpifrance Financement was created on 22 December 1980 under the name of Crédit d’Equipement des PME. The term of the company is set at ninety-nine years starting on 14 November 1980. The registered offices are located on 27-31, avenue du Général Leclerc 94710 Maisons-Alfort, Paris, telephone: 01.41.79.80.00. 2013 Bpifrance Financement Annual Report | 229 11.3. Legal form, regulatory texts and applicable legislation 11.3.1. Information included for reference Pursuant to article 28 of European Commission regulation (EC) n°809/2004, the following information is included for reference in the reference document: - for the 2012 fiscal year, the reference document for 2012 was deposited with the Financial Markets Authority (Autorité des Marchés Financiers) on 30 June 2013, under deposit number D.13-0485. The consolidated financial statements appear in pages 68 to 143 and the corresponding audit report is on page 190. The certificate from those in charge of verifying the financial statements appears on page 212. This reference document was updated on 24 May 2013, under filing n° D.13-0485-A01, with the information regarding the decision of the General Meeting on 14 May 2013 to distribute a dividend per share of €0.10, rather than €0.15 as proposed by the Board of Directors on 29 March 2013. - for the 2011 fiscal year, the reference document for 2011 was deposited with the Financial Markets Authority (Autorité des Marchés Financiers) on 27 April 2012, under deposit number D.12-0465. The consolidated financial statements appear in pages 76 to 155 and the corresponding audit report is on page 199. The certificate from those in charge of verifying the financial statements appears on page 218. This reference document was updated on 25 July 2012, under filing n° D.12-0465-A01, with the information regarding the decision of the General Meeting on 14 May 2012 to distribute a dividend per share of €0.17. 11.3.2. Trend information Bpifrance Financement certifies that no significant deterioration has affected its prospects since the date of its last audited and published financial statements. 11.3.3. Legal proceedings and arbitration Bpifrance Financement certifies that over the last twelve months, no government, legal or arbitration proceedings of which it is aware, which are pending or by which it is threatened, are likely to have or have had any significant effect on the financial position or profitability of the company or the group. 11.3.4. Significant change in the issuer’s financial position Bpifrance Financement certifies that no significant change in the group’s financial position has taken place since the end of the last fiscal year for which audited financial statements were published. 11.3.5. Conflicts of interest on the levels of the administration and management bodies To the best of Bpifrance Financement’s knowledge, there is no conflict of interest between the obligations to the issuer of any of the members of the Board of Directors and their private interests and/or other obligations. 11.3.6. Documents available to the public Bpifrance Financement certifies that: - copies of the act of incorporation and bylaws of the issuer may be consulted at its registered offices, 27-31 avenue du Général Leclerc 94710 Maisons-Alfort Cedex, - the 2013 annual report of the Bpifrance Financement company can be accessed on its website: bpifrance.fr, - the 2011 and 2012 annual reports, serving as reference documents, are available for consultation on the website: bpifrance.fr. 12. PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT AND THE AUDITS 12.1. Responsible person The Chairman and Chief Executive of Bpifrance Financement, Mr. Nicolas DUFOURCQ, is responsible for the information contained in the present document. 12.1.1. Statement of the Chairman and Chief Executive I hereby certify having taken all reasonable measures to that effect so that the information contained in this document is, to the best of my knowledge, a true representation of the facts and contains no omission likely to affect its interpretation. From the statutory auditors, I have obtained a certificate of completion in which they indicate that they have examined the information bearing on the financial position and financial statements contained in the present reference document and that they have read the document in its entirety. The historical financial information presented in this document is the subject of reports by the statutory auditors, for the consolidated financial statements appearing on pages 205 to 208 of the said document, while including an observation on page 206. Moreover, the financial information presented in the reference documents for 2011 and 2012 were the subject of reports by the legal controllers, that contain, for the 2011 reference document, an observation on page 199. I certify that, to the best of my knowledge, the financial statements have been prepared in compliance with the applicable accounting standards, and provide a fair picture of the assets, financial situation and earnings of the issuer and of all of the companies included in the consolidation, and that the management report includes a faithful listing of the evolution of the business, results and financial situation of the issuer and of all of the companies included in the consolidation, as well as a description of the main risks and uncertainties with which they are faced. The Chairman and Chief Executive Nicolas DUFOURCQ 2013 Bpifrance Financement Annual Report | 231 12.2. Statutory auditors 12.2.1. Current MAZARS, member of the regional association of Versailles, Exaltis - 61 rue Henri Regnault 92075 La Défense Cedex - appointed for the first time in 1996 and whose term of office was renewed by the Ordinary General Meeting on 27 May 2010 and that expires at the close of the General Meeting examining the financial statements of the fiscal year to 31 December 2015, represented by Virginie CHAUVIN. The individual and consolidated financial statements for the fiscal year ending on 31 December 2011 were audited and certified by Virginie CHAUVIN. The individual and consolidated financial statements for the fiscal year ending on 31 December 2012 were audited and certified by Virginie CHAUVIN. KPMG Audit, member of the regional association of Versailles – 3 cours du Triangle - Immeuble Le Palatin - 92 939 Paris la Défense – appointed for the first time in 2009 and whose term of office expires at the close of the Ordinary General Meeting examining the accounts of the financial year to 31 December 2014, represented by Philippe SAINTPIERRE. The individual and consolidated financial statements for the fiscal year ending on 31 December 2011 were audited and certified by Marie-Christine FERRON-JOLYS and Philippe SAINT-PIERRE. The individual and consolidated financial statements for the fiscal year ending on 31 December 2012 were audited and certified by Marie-Christine FERRON-JOLYS and Philippe SAINT-PIERRE. 12.2.2. Alternate auditors Mr. Franck Boyer 61 rue Henri Regnault - 92075 La Défense Cedex Appointed by the General Meeting of 27 May 2010 for a term of 6 fiscal years Member of the Regional Association of Versailles The term of office for Bpifrance Financement expires in 2016. Mr. Jean-Marc LABORIE 3 cours du Triangle - Immeuble Le Palatin - 92939 Paris la Défense Appointed by the General Meeting of 28 May 2009 for a term of 6 fiscal years Member of the Regional Association of Versailles The term of office for Bpifrance Financement expires in 2015. 13. CORRESPONDENCE TABLE 1. PERSONS RESPONSIBLE 232 2. STATUTORY AUDITORS 233 3. RISK FACTORS 25 to 30 4. INFORMATION ABOUT THE ISSUER 4.1. History and evolution of the company 230 5. BUSINESS OVERVIEW 5.1. Main activities 5.2. Main markets 17 to 22 17 to 22 6. ORGANISATIONAL CHART 65 and 66 7. INFORMATION ON THE TRENDS 231 8. PROFIT FORECASTS OR ESTIMATES NOT APPLICABLE 9. ADMINISTRATIVE, MANAGEMENT AND SURVEILLANCE BODIES 9.1. Members of the administration, management and supervisory bodies 9.2. Conflicts of interest 8 to 11 231 10. MAIN SHAREHOLDERS 7 11. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS, FINANCIAL SITUATION AND EARNINGS 11.1. Historical financial information 11.2. Financial reports 11.3. Reports from the Statutory auditors 11.4. Date of the latest financial information 11.5. Interim and other financial information 11.6. Legal proceedings and arbitration 11.7. Significant change in the issuer’s financial position 68 to 74 68 to 204 205 to 229 68 N/A 231 231 12. IMPORTANT CONTRACTS NOT APPLICABLE 13. THIRD PARTY INFORMATION AND STATEMENTS BY EXPERTS, AND DECLARATIONS OF ANY INTERESTS NOT APPLICABLE 14. DOCUMENTS AVAILABLE TO THE PUBLIC 231 15. INFORMATION INCLUDED FOR REFERENCE 231 2013 Bpifrance Financement Annual Report | 233 Bpifrance Financement Public Limited Company with Board of Directors With capital of €750,860,784 CRETEIL TCR number 320 252 489 Registered office 27-31, avenue du Général Leclerc 94710 Maisons-Alfort cedex Tel. : 01 41 79 80 00 - Fax: 01 41 79 80 01 www.bpifrance.fr
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