Annual Report 2012 SA OSEO

Transcription

March 2013
Reference document
Annual Report
2012
SA OSEO
2
SA OSEO 2012 Annual Report
Contents
1. Message from the OSEO Chairman............................................................................................................ 10
2.
Capital, Shareholding and group perimeter ...................................................................................... 11
2.1. Capital and shareholding ...................................................................................... 11
2.2. Group perimeter ................................................................................................... 12
Banks and miscellaneous ............................................................................................. 12
3.
Management and administration bodies .......................................................................................... 13
4.
Key figures ......................................................................................................................................... 16
5.
Board management report to the General Meeting ......................................................................... 17
5.1. Notable events of 2012......................................................................................... 17
5.2. The missions and business lines .......................................................................... 18
5.3. The activity by business line and key figures ........................................................ 20
International Focus ............................................................................................................................... 24
5.4. The structure and financial management of OSEO ............................................... 24
The financial markets in 2012 ................................................................................................................ 24
The OSEO financial structure ................................................................................................................ 25
The OSEO financial management ......................................................................................................... 26
5.5. The risks............................................................................................................... 28
Credit risks......................................................................................................................................... 28
The financial activity risks ...................................................................................................................... 29
Other risks ........................................................................................................................................... 31
Operational risks (including legal, accounting, environmental, compliance and reputation risks). .................. 31
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............................................................................................................................. 31
Regulated own funds and solvency ........................................................................................................ 33
Regulation concerning major risks .......................................................................................................... 34
Prudential regulations applied on a corporate basis................................................................................. 34
5.6. Social, environmental and societal information ..................................................... 35
5.7. OSEO consolidated and corporate results ............................................................ 44
The consolidated financial statements .................................................................................................... 44
Since 1 January 2007, the OSEO group’s consolidated financial statements 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. ......................................................... 44
The corporate financial statements ........................................................................................................ 45
5.8. Outlook for 2013 ................................................................................................... 45
5.9. Legal information .................................................................................................. 47
Directors’ terms of office. .......................................................................................... 47
Directors’ compensation.................................................................................... 50
Main equity participations.......................................................................................... 51
Summary table of the delegations of power granted by the General Meeting to the
Board of Directors with regard to capital increases ................................................ 51
Management Board Report to the General Meeting: proposition to ratify the coopting of a new director and appointment of a new non-voting member of the
board of directors ....................................................................................................... 53
6.
Report from the Chairman of the Board of Directors ........................................................................ 54
6.1. Conditions for the preparation and organisation of the works of the Board of
Directors ....................................................................................................................... 54
Composition and operation of the Board of Directors................................................................................ 54
Activities of the Board of Directors in 2012 .............................................................................................. 55
The Committees under the responsibility of the Board of Directors 2 .......................................................... 55
Limitation of the powers of the General Manager by the Board of Directors ................................................ 57
3
6.2. The OSEO internal control system ....................................................................... 57
6.3. Preparation and processing of accounting information ......................................... 61
6.4. Statutory Auditors’ report on the Chairman’s report .............................................. 64
7.
Resolutions submitted to the General Meeting ................................................................................. 66
8.
OSEO organisational charts ............................................................................................................... 69
8.1. Functional organisational chart .............................................................................. 69
8.2. Organisational chart of the network........................................................................ 70
9.
Financial results for the past 5 fiscal years ........................................................................................ 71
10.
Consolidated financial statements .................................................................................................... 73
11.
Individual financial statements ....................................................................................................... 149
12.
Reports from the Statutory auditors ............................................................................................... 195
12.1 Report on the consolidated financial statements ................................................................................. 195
Fiscal Year closing 31 December 2012 ........................................................................................................... 195
12.2 Report on the annual financial statements ............................................................................................ 199
4
5
........................................................................................................................................................................ 199
6
........................................................................................................................................................................ 200
7
........................................................................................................................................................................ 201
8
........................................................................................................................................................................ 202
12.3 Special report on the regulated agreements and commitments ........................................................... 203
13.
General information regarding the issuer ....................................................................................... 213
13.1. History and development of the company ........................................................... 213
13.2. Company name, registration, incorporation date and term, registered offices ..... 214
13.3. Legal form, regulatory texts and applicable legislation ........................................ 214
14.
Persons responsible for the reference document and for audits ..................................................... 216
14.1. Responsible person ............................................................................................ 216
14.2. Statutory auditors ............................................................................................... 217
Current .............................................................................................................................................. 217
Replacements .................................................................................................................................... 217
15.
Correspondence table...................................................................................................................... 218
9
1. Message from the OSEO Chairman
OSEO has fulfilled the assignment assigned to it at the time of its
creation in 2005: rationalizing the support system for SMEs and
encouraging the development of investment, innovation and the
internationalisation of companies. The early creation of a unique
network, followed by the quick merger of the original companies, made
it possible to offer a financing continuity that is much appreciated by
company directors.
Between 2005 and 2012, OSEO’s annual commitments therefore
doubled for guarantee activities, and tripled for innovation and
investment co-financing activities. Overall in 2012, 83,400 companies
benefited from 102,000 different assistance actions for a total of €35
billion.
This success is thanks to the confidence of our shareholders, first and foremost the State, but also of our
partners: bankers, equity investors and regional authorities. I would also like to praise the OSEO employees for
their involvement and energy. They have managed to drive OSEO’s progress as the “company for
entrepreneurs”.
10
Despite an adverse economic situation for nearly 18 months now, the group’s activities developed in a balanced
manner in 2012, thereby meeting the growing needs of its customers. Innovation financing increased by 13%
over one year, despite the scarcity of public resources.
The loan guarantee and own funds contribution interventions carried out by financial institutions stabilized in
2012, as the State representatives wished. The projects financed with regard to creation, innovation, international
development and company transfers / buy-outs are more risky, but also more promising than average.
Investment co-financing increased by 13%, thanks in part to “mezzanine” loans. Such quasi-equity capital is used
to finance expenditures, which have a low collateral value but that are indispensable for SMEs and ISEs that
innovate and develop internationally.
The volume of funded receivables also increased by 13% in 2012.
In 2013, OSEO will become the subsidiary in charge of financing for the Bank for Public Investment. “The BPI is
OSEO, but even bigger” stated the President of the French Republic. With a palette ranging from cash advances
to own funds, the BPI will benefit from recognised expertise and strength that will be welcome during this difficult
period. Implemented by OSEO at the request of the public authorities, the cash support measures as well as the
new innovation loan are indicative of its desire to continue to provide companies with simple and quick financing
solutions.
François DROUIN
Chairman and Chief Executive
2. Capital, Shareholding and group perimeter
2.1. Capital and shareholding
On 31 December 2012, the issued capital of the OSEO company was equal to €750,860,784 divided into
93,857,598 shares with a face value of €8, an increase of €156,082,384 relative to 31 December 2011, as a
result of the March 2012 capital increase.
The Établissement Public Industriel et Commercial BPI-Groupe (formerly called OSEO) holds 62.81% of the
capital and 62.83% of the voting rights of the OSEO company. This EPIC was created on 30 June 2005. It has
the status of a financial company, and is subject to the prudential supervision of the French Banking Commission
(Commission Bancaire) on a consolidated basis.
It is recalled that article 6 of the OSEO company articles of association indicates that “the State and the OSEO
Public Corporation hold more than 50% of the company’s capital”, in accordance with order no.2005-722 of 29
June 2005 relative to the creation of the OSEO public institution and of the OSEO public limited company (SA).
Breakdown of the OSEO capital and voting rights on 31 December 2012
Number
Amount (€)
Capital
breakdown as %
Breakdown of
voting rights as %
EPIC BPI-Groupe
58,955,478
471,643,824
62.81
62.83
Caisse des Dépôts et Consignations
25,236,191
201,889,528
26.89
26.89
Agence Française de Développement
1,560,631
12,485,048
1.66
1.66
Banks and miscellaneous
8,105,298
64,842,384
8.64
8.62
Total
93,857,598
750,860,784
100
100
There are no shares with multiple voting rights. The shares are registered. They give rise to an account entry
under the conditions specified by law. The capital is fully paid up. There are no shares carrying any future
entitlement to the share capital.
General Meetings are called and deliberate under the conditions specified by law. Under those same conditions,
any shareholder may attend the General Meetings either in person or by proxy.
11
2.2. Group perimeter
Banks and miscellaneous
12
(1) Change of the corporate name of the EPIC OSEO, to BPI-Groupe by law n°2012-1559 of 31 December 2012
(2) Capital shares held by the other shareholders (miscellaneous):
•
•
•
•
Insurance companies: 1.2 %
Treasury shares: 0.02 %
Equity investors: 0.4 %
Region of Brittany: 0.09 %
3. Management and administration bodies
Board of Directors meeting of 31 December 2012
Chairman of the Board
François DROUIN
OSEO Chairman and Chief Executive
Deputy Chairman of the Board
Jean-François ROUBAUD 1
Chairman of the Confédération Générale des PME (CGPME)
The State, represented by
Christian ESTEVE
An Assignment Manager reporting to the General Manager for Research and Innovation, in charge of the
Companies, Technology Transfer and Regional Action Department at the French Ministry for Higher Education
and Research
Vincent MOREAU
Deputy director of the Budget Department’s 3rd Sub-department
Anthony REQUIN 2
Deputy Director “Financing of Companies and the Financial Market” of the Directorate General of the Treasury
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
Delphine de CHAISEMARTIN 3
Financial Institutions Assignment Manager within the Development, Subsidiaries and Equity Interests Department
of the Caisse des Dépôts
1
2
3
Qualified person
Appointed by decree dated 20 September 2012
Co-opted by the Board of Directors on 21 December 2012
13
Thomas ESPIARD
Person responsible for the Venture Capital Investment and Infrastructures Division within the Subsidiaries and
Equity Interests Development Department of the Caisse des Dépôts
Catherine HALBERSTADT
General Manager of the Banque Populaire du Massif Central
The Qualified persons
Pierre SIMON
Chairman of Paris Ile-de-France Capital Economique
And one vacant position
Salaried directors
14
Hugues FAUVE
Elisabeth HENRY PEREZ
Edouard LEHER
Eric VERKANT
Non-voting members
Christian DESMOULINS
Chairman of the Executive Board of ACTIA Group
Bruno DURIEUX
Chairman of the French National Committee of Foreign Trade Advisers
Pierre JACHEZ
Delegate General Manager of the Banque CIC Est
Jean-Yves LE DRIAN
French Minister of Defence
Pascale BRIAND 4
General Manager of the National Research Agency (ANR)
Jean-Luc PETITHUGUENIN
Chairman and Managing Director of the PAPREC France Group
4
Appointment that will be proposed to the General Meeting of 14 May 2013
Dov ZERAH
Director General of the Agence Française de Développement (French Development Agency)
The Association Française des Investisseurs en Capital (AFIC French Association of Capital Investors),
represented by Hervé SCHRICKE
Chairman of the AFIC
Clémentine GALLET 5
Chair of CORIOLIS COMPOSITES
Government Commissioner
Jean-François GUTHMANN
Assignment Manager of the economic and financial control
Statutory auditors
MAZARS, represented by Virginie CHAUVIN
KPMG Audit, represented by Marie-Christine FERRON-JOLYS and Philippe SAINT-PIERRE
15
General Management
General Manager
François DROUIN
Deputy Chief Executive Officers
Laure REINHART
Arnaud CAUDOUX
Joël DARNAUD
5
Appointed by the General Meeting of 14 May 2012
4. Key figures
2011 evolution
2010
2011
2012 evolution
2012
as %
(In € millions)
as %
ACTIVITY
Innovation aid (AI, ISI, FUI, FIS, PSPC)
650
659
1.4
744 (1)
12.9
10,883
8,826
-18.9
8,500
-3.70
824
534
-35.2
611
14.3
Investment co-financing
3,233
4,164
28.8
4,701
12.9
Short-term financing (advances)
5,401
6,299
16.6
6,998
11.1
PERSONNEL (2)
1641
1641
-
1655
Loan collateral
Loan collateral provided by OSEO Régions
(1) Expressed in agreements
(2) Average personnel on permanent contracts, paid as full-time equivalent on 31 December
16
(In € millions)
The contribution of the three activities (financing, guarantee and innovation) to the GNP is
specified in appendix 10 (“Sector-specific information”) of the consolidated financial
statements.
5. Board management report to the General Meeting
5.1. Notable events of 2012
Legal creation of OSEO Industrie
With a capital of €1 billion, the bank OSEO Industrie, a 100% subsidiary of SA OSEO, was legally created on 12
April 2012 (signing date of its articles of incorporation), by virtue of the capital increase of its parent company.
That same day, its first Board of Directors meeting was held in order to appoint the company’s executive body
and to authorise the signing of the service agreements between it and its parent company for its operational
purposes. The creation of OSEO Industrie boosted the performance of the industry activity in late 2012 (+18% cofinancing agreements and +11% short-term authorisations).
Major OSEO Excellence Get-Together on 25 October 2012
On 25 October 2012, OSEO organised its second national event at the Halle Freyssinet in Paris, by inviting the
“OSEO Excellence” community and other guests (companies, partners and institutional clients). The objective of
this get-together, which was a great success, was to generate business relations between the invited companies
and to promote OSEO’s entrepreneurial spirit and efforts with companies. The President of the French Republic
congratulated the OSEO teams on their efforts in front of an audience of more than 3000 participants. He
confirmed the confidence of the public authorities in OSEO’s ability to support SMEs and ISEs by announcing that
the future Bank for Public Investment will be “an even bigger version of OSEO”.
New products
As part of the National Growth, Competitiveness and Employment Pact, OSEO has developed a range of new
products that meet the needs of companies:
•
The Research Tax Credit (CIR) Pre-financing, through which SMEs can have access to a contribution of
available cash in order to cover their Research & Development expenses from the year in which they are
incurred. This pre-financing, lasting for 2 years with 18 months of deferral, relates to 80% of the expected
CIR relative to eligible expenses incurred during the year.
•
The Innovation Loan (PPI) enables innovative companies to finance the fundamental step that consists
of moving from a research project to industrial production (“death valley”), by covering the expenses for
launching an innovation.
•
The Competitiveness and Employment Tax Credit (CICE) Pre-financing is a cash advance pending
the company’s recovery of its CICE. For amounts above €25,000, this advance is guaranteed by the
company’s assignment, to its own bank or to OSEO, of the company’s receivable on the State relative to
the future CICE. For smaller amounts, the bank will normally propose more significant medium-term
assistance, while relying on a guarantee fund.
•
The Strengthening of SME and VSE Cash Guarantee is intended to strengthen their financial structure
through medium-term consolidation of their short-term debt. With its current €50 million, and an objective
of providing this target group with €500 million of cash, this fund aims to promote the continuing existence
of healthy and viable companies.
17
The Bank for Public Investment
The first commitment in the campaign programme of the President of the French Republic, namely the creation of
the Bank for Public Investment (BPI), was announced by the French Minister for the Economy on 6 June 2012.
Law no.2012-1559 of 31 December 2012 that amends decree no.2005-722 of 29 June 2005 established the legal
framework providing for the creation of the BPI, a common holding company that will include SA OSEO, CDC
Entreprises and the Strategic Investment Fund, as well as its governance provisions.
A public limited financial company (SA), it will be held in equal shares by the State via EPIC OSEO, renamed
EPIC BPI-Groupe as a result of this law, and the Caisse des Dépôts. It is expected to be operational as soon as
the shareholders make their contributions. Chaired by Jean-Pierre JOUYET, Nicolas DUFOURCQ was appointed
as its Chief Executive Officer by decree dated 7 February 2013. Its first Board of Directors meeting was held on
21 February 2013 in Dijon.
5.2. The missions and business lines
OSEO 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 / buy-out, and including its
innovation and international expansion:
18
•
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.
Its efforts are characterized by its ability to have a ripple effect amongst the private stakeholders in the financing
of SMEs and innovation, while optimising the leverage provided by public resources.
OSEO networks with all public and private stakeholders who are working to support the development of SMEs
and innovation, and has signed partnership agreements with regional authorities, first and foremost the Regional
Councils.
Innovation support
OSEO’s mission is to contribute to economic development by supporting innovation and providing the promoters
of innovative projects with bespoke engineering and financial services in order to:
•
support innovative SMEs that offer a high growth potential,
•
promote the creation of innovative companies,
•
develop the innovative potential of existing SMEs
•
facilitate the relations between SMEs and research laboratories, through assistance with technology
transfers,
•
organise the relations between SMEs and Key Accounts, notably within the framework of innovation
collaboration programmes,
•
help with the arrangements for national and transnational technology projects, and facilitate the access to
European programmes,
•
work with SMEs in their efforts to find partners and additional funds (own funds, regional, national and
European innovation aid).
On an international level, OSEO is the preferred contact for SMEs looking to arrange European projects (FP,
Eurostars, ERA-Net, Eureka, etc.). It also facilitates their efforts to establish contacts with foreign companies and
partners, within the framework of export technology or development partnerships.
Guarantees
OSEO provides guarantees for bank financing (including leasing and financial leases), and for interventions by
equity investors, relative to:
•
creation. The interest-free loans granted to creators by company creation support networks are also
eligible,
•
innovation,
•
development,
•
transfer / buy-out,
•
international actions, including bank sureties on the export markets and the risk of failure for French
subsidiaries established abroad (GPI).
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 OSEO.
Financing
In partnership with banking and financial establishments, OSEO contributes to investment financing:
19
•
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 intangibles through financing in the form of Development Contracts (participatory, investment, transfer /
buy-out, innovation, international), Participatory Loans (for development or priming).
Specific financing actions in partnership with banks have been developed for the modernization of the hotel &
restaurant sectors. Finally, the business start-up loan (PCE) has been providing support for creation since 2000.
OSEO 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.
OSEO contributes to strengthening the own funds of SMEs as part of its association with FSI Regions, and
notably:
•
through its 49% equity interest in the Avenir Entreprises Développement FCPR (venture capital mutual
fund), with funds of €140 million,
•
through its 30% equity interest in the Avenir Entreprises Mezzanine FCPR (venture capital mutual fund),
with funds of €60 million.
5.3. The activity by business line and key figures
Innovation activity
Subsidies / advances / loans distribution
2011
2012 (1)
2012 evolution (%)
ACTIVITY (in € millions)
20
AID
State financing - AI Programme
Loans and Repayable Advances
Subsidies
Partner financing
Repayable Advances
Subsidies
State financing – ISI Programme
Repayable Advances
Subsidies
Single Interministerial Fund
Subsidies
Investments in the Future
Repayable Advances
Subsidies
(1)
659
315
253
61
89
24
65
107
63
44
112
112
36
7
29
744
328
276
52
67
29
38
109
64
45
122
122
118
36
82
13.07
4.13
9.09
-14.75
-24.72
20.83
-41.54
1.87
1.59
2.27
8.93
8.93
227.78
414.29
182.76
Expressed in agreements
Distribution of the beneficiary companies by major sectors (excluding ISI)
2012 as %
Industry
47.31
Life sciences
23.13
ICT
28.54
Other
1.03
Comments on the evolution of the activity
The AI programme (Innovation Aids), financed with funds from the State and partners, continues to be the
preferred individual support programme for companies within the territories. The diversification of these
interventions, including subsidies, repayable advances and interest-free loans for innovation, has made it
possible to increase the invested amounts despite decreased intervention means.
The decline of partner financing can primarily be attributed to the end of the ERDF agreements (€9 million in 2012
versus €28 million in 2011). The other financing possibilities, notably regional, have been maintained in terms of
their amount and are diversifying.
The distribution by major sectors is stable with regard to industry at more than 47%, while the Life sciences sector
fell slightly (23% versus 25% in 2011), for the benefit of the ICT domain.
Collaborative projects have also reached an excellent level: continuation of the activities of the ISI programme at
€109 million, increase to €122 million for the agreements related to the FUI (Single Interministerial Funds) and
implementation of projects as part of the Structuring Programme for the PIA (PSPC) Competitiveness Clusters for
€118 million.
Moreover, the number of company qualifications for the Innovation Mutual Funds has increased, with 332
companies qualifying in 2012, versus 317 in 2011.
Guarantee Activity
Key figures (amounts in € millions)
ACTIVITY
Amount of guaranteed loans
Creation
Transfer / buy-out
Development
of which innovation
of which international
Strengthening of permanent capital
Distribution by type of guarantee action
Bank loans
Own funds
Short term
Number of supported companies
Creation
Transfer / buy-out
Development
of which innovation
of which international
Number of guaranteed loans
Net amount of covered risks
Total risk outstandings on 31 December (sound)
2011
8,826
3,093
1,736
3,581
210
361
416
8,826
7,931
309
586
74,012
55,305
5,424
11,843
550
412
1,440
89,012
2012
8,500
2,751
1,595
3,814
283
394
340
8,500
7,600
278
621
73,915
53,278
5,719
13,518
663
462
1,400
86,165
Evolution as %
-3.70
-11.06
-8.12
6.51
34.76
9.14
-18.27
-3.70
-4.17
-9.90
6.00
-0.13
-3.67
5.44
14.14
20.55
12.14
-2.78
-3.20
4,231
4,175
-1.33
11,864
12,226
3.05
2011 as %
35
20
40
2
4
5
2012 as %
32
19
45
3
5
4
100
100
Distribution of the guaranteed loans by purpose
Creation
Transfer / buy-out
Development
of which international fund
of which innovation fund
Strengthening of the financial structure
Total
21
Distribution of the guaranteed loans by business sector (excluding Recovery plan mechanism)
2012 as %
Industry
Construction
Trade – Transportation
Services for companies
Services for persons
Tourism
26.13
8.79
26.42
10.99
15.46
12.22
A slightly lower level of activity was seen in 2012 in comparison with 2011, both in terms of the guaranteed loans
and of the covered risks, but with an identical number of supported companies.
In reality, however, this relative stability conceals more significant variations of the guaranteed loans that have
balanced out, with a decline for the creation and transfer / buy-out funds, and an increase for the development
fund.
Nevertheless, the creation and transfer / buy-out activities account for more than 50% of the guaranteed loans,
with creation still representing more than 30% of the guaranteed loans in 2012.
Finally, industry represents more than 25% of the interventions, proof of OSEO’s specific support in this sector.
22
Key figures for OSEO Régions (amounts in € millions)
ACTIVITY (in € millions)
2011
2012
Evolution as %
Amount of guaranteed loans
Creation
Transfer / buy-out
Development
534
124
251
109
50
611
154
252
121
83
Distribution by type of guarantee action
Bank loans
Own funds
Short term
Number of supported companies
Creation
Transfer / buy-out
Development
534
533
1
1
611
610
1
-
Number of guaranteed loans
1,607
487
631
314
175
1,872
1,787
556
583
362
286
2,117
14
25
0
11
65
14
14
-50
N/A
11
14
-8
15
63
13
Net amount of covered risks
162
181
12
Total risk outstandings on 31 December
545
571
3
Distribution of guaranteed loans by activity sector
2012 as %
Industry
Construction
Trade – Transportation
Services for companies
Services for persons
Tourism
28
11
23
13
18
7
Financing Activity
Distribution by financing type
(In € millions)
2011
2012
2012 evolution (%)
ACTIVITY
Investment co-financing
New production
Loans outstanding on 31 December
Co-financing of tangible and intangible investments
Of which
Long and Medium-term loan
Leasing of real property
Equipment Leasing and Energy Leasing
VAT bridging loan
Financing of intangible investments - “Mezzanine” loan
Of which Participatory Development Contract
Of which PCE, or Business Start-up Loan
Short-term financing
Number of advances (loans)
Average monthly outstandings (loans + EPS6)
4,164
12,654
4,701
15,358
13
21
3,192
3,486
9
1,946
775
451
20
2,126
776
582
2
9
0
29
-90
972
568
79
1,215
725
70
25
28
-12
6,299
950
6,998
1,172
11
23
A new absolute record for investment co-financing was hit in 2012, in addition to very sustained growth of the
outstandings.
Property leasing remains in a good position in a difficult economic situation, while equipment leasing continues to
develop within a contracting market. Wind turbine and photovoltaic projects continue to be as successful as in the
past.
“Mezzanine” loans, that primarily finance intangible investments and WCR, experienced sustained activity by
virtue of the Participatory Development Contract and the Green Loan that came to an end in 2012. The PCE, or
business start-up loan, continued to decline, while guarantees for creation loans continued to grow.
6
Translator's note: Abbreviation not found
23
International Focus
2012 once again reinforced the relevance of OSEO’s international efforts.
The international stage is at the heart of all discussions with entrepreneurs.
Financing and guarantee products related to international development experience sustained double-digit growth
once again this year.
The extremely structuring partnership with UBIFRANCE entered an active phase of recommendations and
crossed sales. As such, more than 30 foreign UBIFRANCE abroad were visited either during travel by the teams
from the International Department, or through videoconferencing. The Ubifrance teams were heavily involved
since they provided us with more than 1000 contacts within French companies wishing to learn more about the
OSEO offer. Moreover, four OSEO VIE (volunteers in international enterprises) have now been assigned to
UBIFRANCE offices (China, Brazil, Canada, United States).
We also organised four new partnership assignments (two in China, Chile and Mexico), in order to enable some
50 of our customers – high technology innovative companies – to establish business relationships or
technological partnerships with companies in these countries. A very successful assignment, since more than a
third of these companies are already developing business currents after the assignments to these countries.
The partnership with other export and international stakeholders also developed, within the framework of the
charters signed in 2011.
24
International collaborative innovation increased strongly, thereby enabling OSEO to develop its financing efforts
for companies involved in this activity, both through dedicated European programmes (EUREKA, Eurostars, FP,
etc.) but also while allowing for more significant financing for these projects, which are more risky by nature.
The technical assistance and financial engineering activity also experienced strong growth, while the major
Tunisian contract secured in 2011 is now being processed and is involving many employees; other new
operations have also been secured (Egypt, Belgium, Russia, Morocco, etc.).
5.4. The structure and financial management of OSEO
The financial markets in 2012
The first part of 2012 was marked by the tainting of the sovereign debt crisis that affected issuers such as Italy
and Spain, while the second half of the year saw a certain unwinding of the Greek crisis and a general tightening
of the spreads relative to German State loans.
The agreement of the bearers to accept a strong discount of their Greek loans in exchange for restructuring
steered by Europe and the IMF, and the application of strong measures relative to budget savings, helped the
markets to regain a certain degree of confidence. The reallocation of assets to the “PIGS” resulted in an upturn of
the Bund and OAT rates at the end of fiscal 2012; in December 2012, they nevertheless remained on significantly
lower levels that at the end of 2011 (-0.41% for the Bunds and -1.15% for the OATs, with this difference resulting
in a significant tightening of the France-Germany spread).
Benefiting from the same rating as the French State, OSEO was able to successfully continue its return to the
bond market, by borrowing €2.6 billion. Its credit spread therefore improved relative to the State, with its last 10year issue finishing at OAT +23 bp.
Over the short term, 2012 saw a new decrease of the ECB rates, from 1% to 0.75%, on 5 July. In a context that
continues to be characterized by market uncertainties, the OSEO CDN programme was much sought-after by
investors looking for top quality signatures. Over the year, the average rate of NDI issues consequently found
itself at a level very close to the EONIA, i.e. 0.23%.
The OSEO financial structure
The total of the OSEO consolidated balance sheet increased from €25.9 billion on 31 December 2011, to €29.9
billion on 31 December 2012. This increase of €4 billion or 16% primarily results from the growth of the
outstanding loans to companies (+ €2.9 billion), on the one hand, and the overall growth of the financial assets
(+ €1 billion), on the other hand.
The structure of OSEO’s balance sheet experienced a significant change in the management of the guarantee
funds: the funds are now primarily invested in the form of term deposits with the Agence France Trésor (AFT),
which resulted in a €3.3 billion reduction of the securities portfolio and an increase, in the same amount, of the
customer loans, which is the balance sheet line item on which these operations are recorded for accounting
purposes. In all, while including the deposits in these accounts also made as part of the innovation activity, the
sums deposited with the AFT were equal to €4.8 billion on 31 December 2012, versus €0.6 billion on 31
December 2011.
Other customer loans amounted to €16.1 billion on 31 December 2012, versus €13.1 billion on 31 December
2011, i.e. a 23% increase. The various outstandings have evolved in the following manner:
•
property leasing (+13%) and equipment leasing (+10%) increased at a slower pace than medium and
long-term loans (+22%),
•
the outstandings of mezzanine products stand at €2.7 billion on 31 December 2012, versus €1.9 billion
on 31 December 2011, i.e. a 40% increase that confirms the quick development of these products,
•
short-term credit facilities also increased at a sustained rhythm: 31% in 2012 and 29% in 2011.
On 31 December 2012, the off-balance sheet commitments in favour of the clientele with regard to financing
agreements increased from €4.3 billion to €4.7 billion, a 9% increase that is slightly lower than that of the
activity. At the end of December, the commitments with regard to guarantee agreements were on the same
level as last year: €12.1 billion.
The total amount of the financial assets on 31 December 2012 was equal to €6,407 million versus €9,729
million on 31 December 2011, i.e. a decrease of €3,322 million as a result of the previously mentioned
modification of the investment policy. This portfolio is made up in the following manner:
•
€5,349 million of securities intended to be held until maturity, corresponding with €5 billion in the
portfolios established by OSEO 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 OSEO SA and OSEO
Régions guarantee funds.
•
€451 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 (€420 million) and, for the remainder, securities
held by the group’s consolidated structures that are in charge of the venture capital activity (€31 million).
•
€21 million of equity securities, an amount that is stable relative to the previous year.
•
€504 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, to the amount of €593 million.
25
•
€81 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 2012, the distribution of the medium and long-term financing for the OSEO SA loans to
customers (€12.1 billion of outstandings) was the following:
•
€5.6 billion in the form of contractual loans with financial institutions that have resources coming from
savings account deposits, i.e. 46%,
•
€4.3 billion in the form of securities issued on the bond market, i.e. 35%,
•
€1.3 billion in the form of loans through OSEO EPIC, as part of the “Investments for the future”
programme, i.e. 11%.
•
€0.9 billion in the form of bilateral loans with international financial institutions, i.e. 8%,
The resources backed on the guarantee activity carried out by OSEO SA and OSEO Regions were equal to €5.2
billion on 31 December 2012, versus €5 billion on 31 December 2011, i.e. an overall annual increase of 5%,
which is comparable with the previous year’s increase (4%).
The significant increase of the OSEO SA shareholders equity (€621 million) between 31 December 2011
(€2,074 million) and 31 December 2012 (€2,695 million) results from the €539 million capital increase carried
out in March and from the once again high level of the net income (€100 billion).
26
The OSEO financial management
The objective of the group’s financial management is to provide it with the long-term financial means needed to
carry out the assignments entrusted to it by the public authorities, while continuing to exercise total control over
the risk exposure inherent to operations within capital markets. To minimise exposure to this type of risk that is
outside of its core business line, OSEO is not involved in any trading or financial intermediation activity.
Financing Activity
The refinancing of loans to customers is carried out by backing, in both equity and rate terms, the outstandings
of loans and financial leasing 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 enable it to deal with any temporary
deterioration of the market conditions.
In 2012, OSEO continued the implementation of its issue programme for debt securities (Euro Medium Term
Programme) that made it possible to turn to the market under very flexible conditions, through public or private
operations that fall within the framework of a pre-established legal framework. The ceiling of this programme
guaranteed by EPIC OSEO was increased from 4 to 8 billion euros.
In 2012, the medium and long-term financing of the co-financing activity was provided by the following loans:
•
€900 million in May with a duration of 5 years, as part of a public issue of the EMTN programme,
completed in July by private investment of €250 million from the same origin,
•
€1,250 million in September with a duration of 9 years, as part of a public issue of the EMTN
programme,
•
€110 million in February with a duration of 13 years and €104 million in July with a duration of 17 years,
as part of private investments under the EMTN programme,
•
€192 million with a duration of 7 years, as part of the “Investments for the future” plan, for the refinancing
of the “Green Loans” in February and December,
•
€100 million with a duration of 8 years with the KFW and €50 million with a duration of 5 years with the
CEB in December, as part of our partnership with these two international institutions.
•
The EMTN programme therefore represented 88% of the OSEO medium and long-term refinancing in
2012. The structure of this refinancing is the following to 31 December 2012: the Caisse des Dépôts
represents 38% of the outstandings, the bond market, 35%, banks 16%, and the “Investments for the
future” plan 11%.
The 2012 average short-term refinancing outstandings (negotiable debt instruments and short-term financial
resources) stood at €5,247 million, i.e. €1,780 million more than the level registered in 2011. 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 €3,623 million on 31 December 2012,
versus €2,969.1 million on 31 December 2011. For its part, the outstanding negotiable debt instruments to 31
December 2012 were equal to €1,294 million, a decline relative to the outstandings on 31 December 2011.
The overall amount of the OSEO securities portfolio attached to the “Financing” activity for the management of
the rate position and cash investment stood at €5,207 million on 31 December 2012. It consists primarily of
OATs (€4,593 million) and deposit certificates issued by banks with a short-term rating of P1 (€312 million). The
other securities in the portfolio consist of bonds issued by public agencies or, generally in the form of “covered
bonds”, large banks, which confirms the quality of the signatures of OSEO’s counterparties.
Guarantee Activity
The “Guarantee” activity on the national level is shown in the OSEO SA balance sheet, and on a regional level,
in that of OSEO Regions.
The total amount of the financial assets represented in the OSEO SA and OSEO Regions “Guarantee Funds” is
equal to €4,231 million on 31 December 2012. The bulk of these assets will consist of term deposits with the
Agence France Trésor (€3,670 million), for which the maturities have been adjusted, on the half-yearly basis, to
correspond with the forecasts for the activation of the guarantees. The balance of the assets is invested in
deposit certificates (€282 million) issued by banks with a P1 short-term rating and in bonds (€206 million) issued
by agencies or large banks.
In total, including the “Innovation” activity, OSEO’s financial investments represented €10.5 billion on 31
December 2012, of which 90% in the form of OATs or deposits with the AFT, and the balance consisting of
bonds or deposit certificates.
27
5.5. The risks
Credit risks
OSEO 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
OSEO’s maximum credit risk exposure was equal to €43,170.8 million on 31 December 2012, versus €38,837.6
million on 31 December 2011.
This maximum credit risk exposure pertained to:
•
credit activities to the amount of €36,369.6 million at the end of 2012, versus €28,851 million at the end of
2011,
•
financial activities to the amount of €6,801.2 million at the end of 2012, versus €9,986.6 million at the end
of 2011.
28
The maximum credit risk contributions are the following:
•
PLMT outstandings (Long and Medium-Term Loans): €9,849.7 million at the end of 2012 versus
€7,685.7 million at the end of 2011,
•
CBI outstandings (Real Estate Leasing): €3,380.4 million at the end of 2012 versus €2,972.8 million at the
end of 2011,
•
CBM outstandings (Equipment Leasing): €1,441.4 million at the end of 2012 versus €1,320.6 million at the
end of 2011,
•
FCT outstandings (Short-Term Financing): €900.2 million at the end of 2012 versus €697.6 million at the
end of 2011, in addition to €2,138.3 million of commitments given.
The commitments given pursuant to the guarantee amounted to €11.7 billion at the end of 2012.
Concentration of the credit risks
The risks with credit operations are currently concentrated on business sectors, i.e. services, industry and trade.
As such, at the end of 2012, these sectors respectively represented 47%, 24% and 17% of the credit operation
risks.
The OSEO counterparties linked to operations generating credit and counterparty risks in the balance sheet were
primarily companies (€15,518.9 million at the end of 2012), central government agencies (€9,733.5 million at the
end of 2012) and lending institutions (€1,714 million at the end of 2012).
Quality of the credit risk
The OSEO loans and receivables (interbank loans, PLMT, FCT, other, CBI and CBM) consisted of sound
outstandings to the amount of €20,315.9 million at the end of 2012, versus €13,221.5 million at the end of 2011.
Individually depreciated assets represented outstandings net of depreciation to the amount of €120.9 million at
the end of 2012, of which €43.9 million relative to “services”, €38.4 million involving the “industry” business sector,
and €19.1 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 10 to the consolidated financial
statements.
According to this definition, the counterparty risk stood at €6,168 million on 31 December 2012, versus €9,477
million on 31 December 2011. This significant reduction is due to the fact that the bulk of the assets of the
guarantee funds are now held in term deposits with the Agence France Trésor. As indicated in appendix 6.6 to the
consolidated financial statements, these deposits – included in the clientele loans for accounting purposes – were
equal to €4,786 million on 31 December 2012.
Counterparty risks on 31/12/12
(In € millions)
Counterparty category
Financial
assets at fair
value through
profit or loss
Financial
assets
available for
sale
Loans and
receivables to
lending
institutions
Financial assets
held to maturity
Total
Distribution
as %
Central government agencies
0.0
107.2
0.0
4,780.0
4,887.2
79.2
Lending institutions
0.0
313.0
394.5
552.5
1,260.0
20.4
Companies
0.0
3.5
0.0
16.8
20.4
0.3
Total counterparty risks
0.0
423.8
394.5
5,349.3
6,167.5
Securities used for portfolio activity
2.0
31.6
33.6
Equity securities
79.5
16.7
96.1
Total financial assets
81.5
472.0
394.5
5,349.3
6,297.2
Given their nature and duration, the financial operations undertaken by OSEO within this framework are almost
exclusively carried out with government agencies (79%), primarily the French State, and lending institutions (20%).
The few other counterparties are French public corporations.
29
UCITS shares represented the amount of €82 million on 31 December 2012, but this will henceforth involve
exclusively equity securities in the venture capital activity, which are not considered to be counterparty risks.
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 81% 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 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.
30
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 OSEO may not be able to meet its obligations when they fall due.
The group’s 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 the OSEO group 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.
On 31 December 2012, the ACP liquidity ratio currently in effect stood at 183%, which is indicative of a
satisfactory cash level in view of the short-term maturities.
Interest rate risk
The interest rate risk consists of the risk that OSEO 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 OSEO SA 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 cash flows (price risk).
Globally managed pursuant to regulation 90-15 of the Banking and Financial Regulation Committee, OSEO’s
exposure to revenue and price risks was lower than the authorised limits on 31 December 2012:
•
A 1% decrease of the money market rates over the next 12 months would have a negative impact
evaluated at €1 million on the establishment’s net banking income,
•
A 1% translation across the yield curve would result in a latent income reduction estimated at €80.5
million.
The exchange risk
31
The exchange risk consists of the risk that OSEO might suffer losses on the capital borrowed or loaned in
currencies other than the euro. OSEO can be exposed to risks related to fluctuating exchange rates between the
various currencies.
OSEO 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 OSEO’s equity interests in the own funds of small and medium-sized companies.
As part of its financing activity, OSEO 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 2012, the exposure to this risk was equal to €34 million through the group’s consolidated
subsidiaries, and €82 million through UCITS units.
Other risks
Operational risks (including legal, accounting, environmental, compliance and reputation risks).
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, OSEO 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 risk on purchased insurance
To the amount of €200 million, all risks taken together, the insurance policies primarily cover the risks related to
the OSEO 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 €13.5 million. This contract also includes an
information reconstruction guarantee to the amount of €1 million, and an additional operating loss guarantee for
€5 million.
OSEO is exposed to a credit risk relative to the parties from which it has purchased such insurance policies, and
to a risk of the timeframe between the loss date and the payment date of the compensation.
Strategic risks
The strategic risks involve the risks inherent to the selected strategy or that result from OSEO’s inability to carry
out its strategy.
The political and micro-economic risks, and the risks related to the financial circumstances
specific to the countries in which OSEO is active
32
OSEO 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 2012, the solvency ratio of OSEO SA was 15.03%.
Solvency ratio: own funds and weighted risks
(In € millions)
Regulatory own funds
of which original own funds
of which complementary own funds(1)
31/12/2011
3,103.4
2,004.5
1,098.9
31/12/2012
3,740.1
2,607.8
1,132.3
Weighted risks
Credit risk
Balance sheet items
Off-balance sheet items (2)
Operational risk
23,307.0
21,449.9
12,382.6
9,067.3
1,857.1
24,888.2
23,363.7
14,071.9
9,291.8
1,524.6
13.32 %
8.60 %
15.03 %
10.48 %
(1) of which:
Guarantee fund
604.7
617.3
Reserve funds
460.8
509.3
Subordinated perpetual notes (TSDI)
26.5
0.0
Redeemable Subordinate Securities
0.0
0.0
(2) of which forward financial instruments
9.3
12.1
Solvency ratio
of which original own funds
The changes to the solvency ratio between 2011 and 2012 resulted from:
•
an increase of the weighted risks primarily as a result of the significant increase of the co-financing
outstandings;
•
very extensively offset by the increase of the numerator:
•
capital increase within the framework of OSEO Industrie,
•
non-distributed net earnings taken into account in the original own funds.
33
Regulation concerning major risks
34
The regulation concerning major risks, which applies to the consolidated accounts, is subject to a report at the
end of each quarter. A major risk is a risk whose amount exceeds 10% of regulated own funds. A major risk must
remain below 25% of regulated own funds.
For the 2012 fiscal year, OSEO complied with the regulations concerning major risks.
Regulation governing major risks (consolidated basis)
31/03/2012
30/06/2012
30/09/2012
31/12/2012
3
3
1
0
35.61 %
35.08 %
10.07 %
-
OSEO
Number of major risks
Cumulative major risks (1)
(1) As a % of regulated own funds
Prudential regulations applied on a corporate basis
During fiscal 2012, the OSEO solvency ratio remained above 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 SA OSEO liquidity ratio stood at 184% on 31 December 2012.
5.6. Social, environmental and societal information
The general economic interest assignment entrusted to OSEO by the public authorities with regard to financing
innovation and the growth of companies constitutes the natural basis for its social and environmental
responsibility.
The following social and environmental information and indicators are provided by OSEO for the first time within
the regulatory framework (decree 2012-557 resulting from article 225 of the Grenelle 2 law), for the consolidated
perimeter of OSEO SA, OSEO Industrie and OSEO Régions.
Social information
Employment
At the end of 2012, OSEO had 1804 employees working in France, including 1790 on permanent contracts,
corresponding with 1675 full-time equivalents (FTE).
The overall staff were 44% at the head office and 56% on the network’s 40 sites on 31 December 2012, which
therefore enables OSEO to be a local partner for companies and a recognised actor in the local economic fabric.
Evolution of the personnel
2012
2011
Total personnel
1804
1787
Of which permanent contracts
1790
1777
Of which FTE permanent contracts
1675
1656
Of which women
1125
1103
Of which men
679
684
In 2012, OSEO maintained a dynamic recruiting policy: 92 new hires on permanent contracts, with more than a
third consisting of young people under the age of 25 years.
More than 5% of the permanent staff was also replaced in 2012, while ensuring a high level of competence and a
constantly increasing level of overall qualification: more than 80% of the OSEO employees had executive status
at the end of 2012.
80 employees – including 84 permanent employees – left the establishment in 2012, 11 as a result of dismissals
(primarily for personal reasons or due to unfitness).
The combined effect of the natural departures and of this dynamic hiring policy is helping to rebalance the age
pyramid, while lowering the average age of the company’s employees below the age of 45 years.
35
Women
Men
65 years of age and +
63-64 years of age
60-62 years of age
55-59 years of age
50-54 years of age
45-49 years of age
40-44 years of age
35-39 years of age
30-34 years of age
25-29 years of age
<25 years of age
Mobility and internal promotion are the primary axes of the human resources policy.
36
Mobility helps to enhance experience and competence, to encourage cross-functionality between business lines
and to contribute to the objective of rebalancing the human resources between the network and the head office
(60/40 %).
The internal promotion policy is a strong tool that contributes to retaining talents, as is indicated by our historically
low personnel turnover rate: 0.8% excluding retirements.
OSEO is continuing with its active recruiting policy that focuses on high added value profiles (5 years of postsecondary education, profiles from universities or commerce institutes) for its network and its head office.
As such, OSEO devotes particular attention to developing a true partnership with institutes and universities
through apprenticeships and work placements, that will enable students to develop a good initial corporate
approach and thus to facilitate their integration into working life. This policy provides OSEO with a breeding
ground for recruiting and a talent incubator. This breeding ground therefore provides for 90% of the recruiting of
young graduates.
The annual gross compensation of €93,000,326 includes an increase of 3.26% relative to 2011. In addition to the
fixed compensation elements, certain positions are subject to variable compensation measures based on
attaining qualitative and quantitative objectives.
Work organisation
•
•
•
•
•
Annualized average workweek:
35 hours
Theoretical workweek:
37.5 hours
Number of employees with variable schedules:
Number of flat-rate employees:
1,358
Number of part-time employees
:
550
436
The average number of days of annual holidays taken – excluding Time Savings Account – by employee is 28.33,
and the number of sick days – excluding long-term illness – is equal to 2.89.
The quality of the working conditions, the dynamic career management policy and efficient personnel
administrative management all contribute to keeping this level low.
Social relations
Signed in February 2011, the agreement relative to social dialogue and the status of the personnel
representatives within OSEO 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.
In-depth social dialogue within OSEO led to the signing of 8 collective agreements, five of which were unanimous.
Meetings of the personnel representative bodies:
•
•
•
•
Works council:
13
personnel delegates:
12
trade union organisations and trade union delegates: 25
health and safety committee:
7
Health and safety
OSEO devotes the greatest possible attention to the quality of the working conditions of its employees. All sites,
whether in the network or at the head office, are fitted out and equipped in compliance with the technical and
safety standards.
In 2012, no new agreement was signed with the trade union organisations or personnel representatives with
regard to occupational health and safety.
The expenses devoted to improving the working conditions therefore amounted to €7,346,200 (including for the
fitting out of three sites within the network).
The 2012 expenses relating to safety were €742,981 plus an additional €17,195 for safety training, for a total of
€760,177.
The occupational healthcare service provides clinical examinations for all employees at the head office and in the
network’s various sites.
Given the tertiary nature of OSEO’s activities, there is very little exposure of the employees to occupational
illnesses: in 2012, two occupational illnesses were recorded and 36 accident declared, 11 of which occurred
within the company, thereby representing frequency and severity rates of, respectively, 3.18% and 0.06%.
Training
Employee development is at the heart of the OSEO training policy, to which it devotes nearly 5% of its payroll, i.e.
€4,555,475.
More than 80% attended at least one training session in 2012, for a total of 37,726 hours, as part of strengthening
their professional skills or their development, relative to change management as a result of major projects, or
having to do with their personal development.
The training investment involves an internal team of trainers, occasional interventions by in-house experts, and
external training services. Throughout their careers, OSEO’s employees are provided with training and support in
order to ensure that they can adapt to their workstation, or develop more extensive skills. They can also take
advantage of various existing mechanisms related to the training plan (individual training entitlement, validation of
experience-based gains, skills appraisal, individual training leave, diploma-granting training, etc.).
37
Equal treatment
OSEO has an active policy to combat discrimination of all kinds, while notably complying with the fundamental
conventions of the International Labour Organisation.
A new agreement on professional equality between men and women within OSEO was signed in late 2012: it
defines four action domains (compensation, training, hiring, linkage between professional life and family
responsibilities), while assigning an improvement objective and follow-up indicator to each of them.
A second agreement on the employment of disabled persons was signed in 2011. Its aim is to promote the hiring
and integration of disabled employees, and to develop the awareness and training of employees.
The awareness-raising actions include conferences at the head office, participation in the handicap week,
information and an e-learning tool available on the intranet.
Finally, an action plan on the employment of seniors, a training offer in the area of preventing discrimination, and
regular awareness-raising of the human resources management teams round out the system implemented at
OSEO.
Environmental information
38
Given their tertiary nature, the activities carried out by OSEO have a direct impact on the environment as a result
of its sites and the transportation of its employees.
In order to better manage this impact, OSEO measures various environmental indicators and is implementing
various actions in order to limit this impact, while thereby adapting to the consequences of climate change.
In 2012, SA OSEO had 1790 employees on permanent contracts, on some 40 sites including one main site, i.e.
the head office at 27-31 avenue du Général Leclerc à Maisons-Alfort that is known as the LE VAISSEAU building,
where 736 FTE are on permanent contracts.
The 39 other sites, in the Ile de France and elsewhere in France, are generally rented, in jointly owned buildings
or in multi-tenant mode.
The environmental data monitored and verified by OSEO therefore primarily relate to real estate activities for the
head office.
The General Means coordinate and carry out the search for new sites, the ordering and monitoring of works for
coming up to the standards, as well as the management of the tendencies and current operating means, except
for IT equipment and tools.
The personnel is made aware of the environmental issues regarding paper consumption in each e-mail message
that is sent or received, and, for the activities carried out in the head office premises:
•
•
by the building orientation booklet
by the booklet describing the deployment of selective sorting waste bins in the offices
The 2012 key event: The Operations HQE Initiative
OSEO kicked off an environmental initiative relating to the operation of the LE VAISSEAU building in 1996, using
as its model the highest quality reference texts relating to assessment and certification initiatives for tertiary
buildings being used in France.
Launched in February 2012, it led to an assessment of the building’s Environmental Quality, its operations and its
usage, and to its improvement and audit – by an independent auditor in December 2012 – prior to obtaining the
“NF Tertiary Building in Operation – HQE Initiative” certification in 2013.
The real estate environmental indicators monitored at the head office building, referred to as Le Vaisseau
1
Energy
OSEO total energy consumption
at LE VAISSEAU in 2012
i.e. by permanent contract
FTE at the head office
4,542,415 kWh
6,171.76 kWh
CO2 2
CO2 emissions related to the OSEO total energy consumption at LE
i.e. by permanent contract
VAISSEAU in 2012
FTE at the head office
466,305 kg of CO2
633.57 kg of CO2
In an effort to improve these highly correlated indicators, OSEO carried out various specific actions in 2012:
•
Measures taken to improve the energy efficiency:
•
•
•
installation of a catalyst in the boilers,
photocopiers automatically switch to standby in order to reduce energy use.
39
Use of renewable energies:
•
•
pre-feasibility study on the use of renewable energies,
feasibility study on the connection to the urban heating network.
Water
Gross quantity of water consumed in 2012
i.e. by permanent contract FTE
at the head office
11 m³
8,095 m³
To limit this consumption, sourced only from the city network, new more economical and better performing taps
have been installed in the washrooms since late 2012. Equipped with flow limiters and aerators, they use less
than 5 L of water per minute.
Waste
Type of waste
Business waste
Maintenance waste
Works waste
2012 total
OSEO production in
tonnes
i.e. by permanent
contract
FTE at the head
office
166.89
0.74
40.70
207.59
0.23
0.001
0.055
0.28
% of reclamation
Material
Energy
28
72
1
For the Energy, Water and CO2 indicators: they are calculated by applying, to the total consumption, the prorating of the distribution of the expenses with
the tenant on two levels, i.e. 83.81% for OSEO and 16.19% for the tenant on the upper two floors.
2
The consumption data relates only to the consumption of electricity and natural gas.
Various waste prevention, recycling and elimination measures were implemented at LE VAISSEAU in 2012:
•
set-up of selective sorting in the offices (paper-cardboard and CIW) by means of compartmentalized
garbage bin,
•
set-up of suitable collection means in order to optimise paper and cardboard recycling (paper-cardboard
compactor), with optimised processing and volume,
•
increased traceability of the produced waste (works, activities, maintenance),
•
choice of a waste disposal service provider with sorting and reclamation facilities near the Maisons-Alfort
site, that is capable of at least reclamation for energy purposes and even materials.
The other monitored environmental indicators:
CO2 emissions linked to Climate change linked to CO2 emissions linked to transportation
transportation by train in 2012
transportation by aircraft in by car
(in kg eq-CO2)
2012
(in kg eq-CO2)
(in kg eq-CO2)
36,610 kg of CO2
193,604 kg of CO2
1,142,460 kg of CO2 1
The travel policy encourages travel by train for distances greater than 300 km, travel by airplane is only possible
for travel times of more than 3 hours, while the vehicles made available to certain employee categories have a
CO2 emission rate of less than or equal to 150 g.
40
Quantity of paper 2 consumed by OSEO in 2012 (in tonnes)
119.70 tonnes
i.e. by OSEO permanent FTE
0.071 tonnes
For greater efficiency in the usage of paper and to limit the impact of this consumption, OSEO:
•
purchases eco-labelled paper (European eco-label and produced from FSC certified forests),
•
uses eco-designed and economical photocopiers.
Prevention of health and environmental pollution risks
In 2012, OSEO implemented measures in order to prevent environmental risks and pollution:
•
ground and water pollution risks: verification of the hydrocarbons in the fuel oil tank and verification of the
hydrocarbon separator that processes water from the car park,
•
exterior environmental and health risks: analysis of the health risks related to the Cooling Towers. Also, an
installation running on R22 (coolant gas affecting the ozone layer in case of its release into the air) was
removed and replaced,
1
The data correspond with the 2011 diesel consumption of the fleet of OSEO vehicles, as the 2012 data are not available on the report preparation date.
2
The indicated paper consumption figures relate to printer and copier paper, while excluding any letterhead paper and consumption resulting from work
entrusted to printers.
•
interior environmental and health risks: analysis of the indoor air quality using various parameters in order
to prevent risks for the building’s users.
Used ink cartridges as well as any waste from electric and electronic equipment are collected by companies
specialising in their recycling.
OSEO has long been committed to supporting sustainable development projects within companies, notably
through finance leasing and project guarantees.
OSEO now offers a range of accompaniment and financing services to strategic sectors such as transportation
and sustainable mobility, energy, control of environmental risks, as well as waste reduction, processing and
reclamation.
All OSEO business lines contribute to this support, and collaborative efforts have been implemented with many
partners including the Ministry for Ecology, Sustainable Development and Energy, the Ministry for Agriculture, the
ANR, the ADEME, the Caisse des Dépôts, the Regions, the European Commission and certain banking groups,
in order to mobilise the necessary resources for innovative collaborative projects or to provide shared financing
for investments in waste processing or the reduction of energy consumption, for example.
Specific products have also been developed in order to accompany and finance less ambitious investments or
projects, such as the Subsidized Green Loans (Prêts Verts Bonifiés) or the Eco-Energy Loans.
In the absence of risky sites within the group, no provision for environmental risks has been included in the
financial statements for fiscal 2012, and no guarantee for environmental risks has been arranged.
The group’s activity does not generate the use of soil, noise, or any significant impact on biodiversity; accordingly,
no indicator or specific measures have been defined or taken. The adaptation to climate change has resulted in
the actions indicated above in an effort to reduce CO2 emissions at the Le Vaisseau building, and from the fleet of
vehicles.
Corporate social information
Impacts of the activity
OSEO’s organisation, its multiple forms and intervention means, and its relations with people or organisations
related to its activity are structured in such a way as to serve the public economic interest assignment assigned to
the establishment by its articles of association.
OSEO has opted for a decentralised organisation of its activities in terms of studies and decisions, as well as in
the set-up and management of its operations, in order to remain as close as possible to entrepreneurs and to the
public and private stakeholders working with them.
56% of the employees on 39 sites throughout the country carry out OSEO’s business lines in the regions.
Nearly 90% of OSEO’s financing decisions are made in the regions and, in 2012, 83,400 companies benefited
from OSEO’s actions throughout the country in its three business lines, resulting in an increase of 8% to nearly
€16 billion.
The pooling of its know-how, that combines the various financing techniques, the systematic accompaniment
partnership policy and the resulting leverage therefore generated total financing for companies estimated at €35
billion.
The evolution in terms of products in order to remain as close as possible to changing national and regional
policies made it possible to provide targeted responses at all stages in the lives of companies, however risky: for
example, “patient products” were developed in order to enable companies to finance loan collateral value
41
investments or phases requiring the mobilisation of resources; they were adapted to specific purposes such as
international development and marketing of innovative products or techniques.
EuroQuity, a web-based service for establishing contacts between French and German companies and their
development partners, investors and advisers, was set up and is now operated by OSEO. Coordinated by OSEO
in France and KfW in Germany, EuroQuity supports the growth of SMEs by helping to arrange contacts with their
future partners relative to their needs in terms of investments (own funds), innovation (technological partnerships)
and international development (commercial partnerships).
OSEO is an involved partner in the social and solidarity economy through actions such as the Business Start-Up
Loans, guarantees for student loans or interest-free loans provided by support networks, participatory priming
loans and the financing of innovation projects promoted by creators or young innovative companies. Such risky
aims, which are often faced with market deficiencies, are fundamental for creating jobs and developing areas, as
well as for integrating young people.
Relations with stakeholders
The persons or organisations interested in OSEO’s activities are extensively involved or consulted, in various
regards and contexts:
Companies and entrepreneurs
42
The relations and contacts can result from various ways and means: the regional teams work with the public and
private partners, support networks and professional federations, and are involved in many events; the oseo.fr site
provides companies and entrepreneurs with extensive and targeted information even as the possibilities for
submitting applications or documents online are growing, as are the opportunities for making contacts during the
preparation of the various dossiers.
Companies are queried as part of surveys that result in the publication of studies that contribute to greater
awareness of the economic fabric, its components and its issues.
These companies are represented by qualified persons on the OSEO board of directors, such as the chairman of
the CGPME who serves as its deputy chairman.
With its 2000 entrepreneurs selected from throughout mainland France, the OSEO Excellence Community is an
ambassador for all growing companies, and it takes part in monthly mini-surveys on current topical questions in
order to ensure that its opinions and expectations are known.
Partners
OSEO works to build networks with its partners, in particular the Regions and other regional authorities, as well
as Banks and venture capital companies, the Competitiveness clusters, professional federations, creation support
networks, and research and technology institutions.
Such collaborative efforts have led to product partnership, financing, development and/or management
agreements.
Internationally, OSEO takes part in many events and has signed agreements intended to help companies with the
necessary steps for exports, while contributing its know-how to the set-up of support tools.
Shareholders and institutional clients
The shareholders (primarily the State, the Caisse des Dépôts et Consignations and Banks) are members of the
board of directors that meets 4 to 5 times each year, and are regularly invited to the general meetings.
The supervisory authorities and rating agencies are provided with the information and documents, notably control
and other documents, that they require, and are queried or met with whenever necessary.
Employees
Represented by personnel delegates and trade union organisations, they have constant access to information
about OSEO’s activities and life, and to any information relating to them on a professional basis, by means of a
general interest site that includes a section dedicated to human resources and that provides all social
documentation and professional information related to the employee, such as his/her annual assessment reviews,
for example.
Schools and universities
Get-togethers and exchanges are organised on a regular basis in order to facilitate the orientation and integration
of trainees, apprentices and work-studies students into professional life.
Corporate responsibility
As an approved lending institution with a general economic interest assignment, OSEO has made every effort to
set up an organisation that complies with the legislative and regulatory provisions, and to promote the responsible
performance of its activities:
•
Its governance is provided by a Board of Directors that includes the stakeholders, an Audit and Risk
Committee, as well as business plan committees made up of directors and observers from the
establishment and panels of experts1,
•
A suitable internal control and risk control mechanism², implemented by the Permanent Risk Control
Department and the OSEO General Inspection-Audit department, and that includes two specific
committees: the Internal Control Committee and the Risks Committee,
•
Strong employee awareness with regard to risks:
•
the ethics charter 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 in the efforts to combat money laundering and terrorist financing was strengthened
by the set-up of an e-learning module,
•
the Permanent Risk Control Department takes part in training sessions and works with the
regional sites.
•
Structured decision delegations, based on the sectors and risk levels.
•
A responsible purchasing policy: eco-labelled paper, selection of vehicles producing less than 150 g of
CO2, eco-responsible and economical photocopiers, contracts with suppliers and subcontractors –
however marginal in view of the nature of the group’s activities – that include the regulatory provisions with
regard to the protection of the manpower and working conditions, as well as environmental protection.
1
See point 6.1 of the present report for details
2
Explained in point 6.2 of the present report
43
5.7. OSEO consolidated and corporate results
The consolidated financial statements
Since 1 January 2007, the OSEO group’s consolidated financial statements 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 profit and loss statement
The Net Banking Income amounted to €506.1 million versus €436.9 million in 2011. This increase is justified by a
sharply higher activity level for the financing sector, and a continuing increase of the outstandings in both the
financing and guarantee sectors.
With regard to the guarantee sector, the average outstandings put to use reached €11.2 billion, including €1
billion relative to the funds for the Recovery plan. This increase resulted in a commission level of nearly €72.5
million, an increase of €3.4 million, but the commissions on the Recovery plan funds still represented nearly 9%.
We also note the exceptional generation of capital gains on debt securities backing the guarantee funds, for
which the cash has been transferred to the AFT.
44
Regarding the financing sector, the 2012 activity level stood at €4.7 billion versus €4.2 billion in 2011, meaning a
24% increase of the average outstandings to €13.7 billion, and a higher volume of the commercial margin. Just
like the previous year, this increase was more pronounced with the accompaniment products by virtue of the
Participatory Development Contract and the Average Long-Term Loans. The growth capital activity through
Avenir Entreprise and Avenir Tourisme dropped appreciably, only representing €5.1 million of the NBI versus
€11.1 million the previous year.
These improvements of the volume of margins and commissions, together with refinancing terms that helped to
improve the net financial proceeds, made it possible to cover the increase of the overhead costs and to lower the
operating ratio from 59.95% in 2011, to 57.2%.
Operating expenses (personnel costs, day-to-day operating expenses and investment costs) were equal to
€289.7 million, nearly 10% more than in 2011 given that they include nearly 1/3 of the increased taxes and
contributions specific to the banking sector.
The collective provisioning on the co-financing activity covers the risk of any deterioration of the solvency of all
sound customers.
On these bases, the net risk cost amounted to €64.7 million for 2012. This included an allowance for collective
and sector-specific depreciation of €31.5 million and a sharply higher risk cost on individual operations, at €33.2
million.
The group share of net income amounted to €98.1 million.
The balance sheet
The balance sheet total amounted to €29.9 billion, an increase of €4.1 billion.
The financial structure has consolidated over the course of recent years. The pre-results group share of
shareholders equity represented €2.6 billion at the end of 2012, after a capital increase of €0.5 billion.
The doubtful loans net of impairment represented 2.8% of the customer outstandings (excluding AFT accounts).
The doubtful loans were 37.7% provisions (including the allocated guarantee funds). The total impairment amount
stood at €741.2 million, representing 4.6% of the total outstandings (excluding AFT accounts).
The net amount of innovation financing aid was equal to €645.4 million after €706.2 million of collective and
individual 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),
•
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 €90.8 million.
At the end of 2012, the balance of the inventoried accounts payable was equal to a total of €6.6 million.
This amount involved invoices for overhead costs for €0.3 million and invoices relative to leasing operations for
€6.3 million.
Regarding the payment timeframes for suppliers, OSEO complied with the provisions of article L441-6 of the
French Commercial Code.
5.8. Outlook for 2013
Innovation
In 2013, all programmes will be maintained at similar activity levels with the exception of AI, which will see a slight
decline. Continuing with the effort surrounding the performance contract, all programmes will continue to select
only the most ambitious projects.
Innovative companies will have access to two new mechanisms in 2013:
•
Bank pre-financing of the Research Tax Credit,
•
the Innovation Loan (PPI), intended to finance the immaterial expenditures related to the industrial and
commercial kick-off of innovations, for companies unable to find the required funds from banks and equity
investors.
The priority of the partnerships with the regions has been strengthened. The recommended changes relate to the
changeover to “financial engineering” of the Regional Funds, and to more efficient collaboration within the
framework of the collaborative projects of the Competitiveness Clusters (FUI (Single Interministerial Funds)).
45
Guarantee and financing delegated to banks
The guarantee activities are expected to increase to €3.5 billion.
In addition to the creation and the transfer / buy-out of companies, that always rely massively on the guarantee
funds, 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:
•
of Cash Strengthening,
•
of Competitiveness and Employment Tax Credit (CICE) Pre-financing.
With regard to the co-financing activities delegated to banks, an objective of €70 million was set for the PCE
(business start-up loan) and the zero-rate Restaurant Modernization Loan, that has been growing steadily.
The guarantee activities of OSEO Regions are projected at €190 million in 2013.
Co-financing
For 2013, an intervention capacity of €5.5 billion for medium and long-term co-financing is anticipated.
For classical long and medium-term co-financing, an increase to €3.6 billion is expected in 2013, as a result of
increasing interventions in industry and energy-environment for the business sectors in question, along with
stability with regard to leasing.
46
At €1.1 billion, mezzanine financing will remain on a level close to 2012 despite the discontinuation of the Green
Loan, by virtue of the Participatory Development Contract (€600 million) and the launch of the €100 million
Innovation Loan (PPI). Created in 2012, the Eco-Energy Loan is expected to ramp up in 2013.
Also in 2013, OSEO should have a significant role to play in the pre-financing of the Competitiveness and
Employment Tax Credit (CICE).
After strong growth in 2012 (€45 million of Net banking income), notably by virtue of the extension of the
Research Tax Credit amongst Intermediate Sized Enterprises (ISE), Short-Term Financing should once again
post a good performance by further developing the volume of transferred receivables and usage rates, in
particular within Industry and involving medium-sized SMEs and ISEs.
International
After expanding rapidly in 2012, OSEO’s international efforts should continue to develop in 2013, with the arrival
of Ubifrance employees within the OSEO network.
Mergers & Acquisitions Support and FSI Regions
In 2013, the Mergers & Acquisitions Support assignment will continue its good trend from 2012, with 20 mandates
signed. The objective for 2013 is 30.
The regional teams of FSI Regions (formerly Avenir Entreprises) were very significantly strengthened in 2012, as
were its intervention means (allocation of €350 million from FSI), which resulted in a doubling of its activities. This
new level represents the objective for 2013.
5.9. Legal information
Directors’ terms of office.
François DROUIN
Chairman and Chief Executive of the EPIC OSEO and OSEO Industry
Chairman of the Board of Directors of OSEO Régions
Director of FSI Regions and of the IFRI
Deputy Chairman of the Board
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, and of the Conseil Economique, Social et
Environnemental et du Comité d’Orientation of the Fonds Stratégique d’Investissement (Strategic Investment
Fund)
Director of ACL PME, of SA d’HLM Résidences, of ACL PME and of UBIFRANCE
Manager of SODEP and PME Communication
The State, represented by
47
Christian ESTEVE
Assignment Manager reporting to the General Manager for Research and Innovation, in charge of the
Companies, Technology Transfer and Regional Action Department at the French Ministry for Higher Education
and Research
Chairman of the Board of Directors of the Université de Technologie de Compiègne
Director of the Sociétés Anonymes Laboratoire Français des Biotechnologies and Laboratoire Français des
Biotechnologies-Biomédicaments
Government Commissioner to the Association Nationale de la Recherche et de la Technologie
Vincent MOREAU
Deputy director of the Budget Department’s 3rd Sub-department
EPIC OSEO director representing the State
Director of the CNRS, CNES, CEA, ANR and of the Etablissement public de Paris Saclay
Anthony REQUIN
Deputy Director “Financing of Companies and the Financial Market” of the Directorate General of the Treasury
EPIC OSEO and OSEO Industrie director representing the State
Replacement member of the Board of directors of the Caisse d’Amortissement de la Dette sociale (CADES) 1
Representative of the Director General of the Treasury of the College of the AMF (Financial Markets Authority)
and to the High Council of Statutory Auditors
Government Commissioner representing the Director General of the Treasury to the Accounting Standards
Authority
1
Until 12 December 2012
Alain SCHMITT
Head of the SME Competitiveness and Development Department at the Directorate General of Competitiveness,
Industry and Services (DGCIS)
EPIC OSEO director representing the State
The Representative of the other shareholders
Delphine de CHAISEMARTIN
Financial Institutions Assignment Manager within the Development, Subsidiaries and Equity Interests Department
of the Caisse des Dépôts
SFIL director
Thomas ESPIARD
Person responsible for the Venture Capital Investment and Infrastructures Division within the Subsidiaries and
Equity Interests Development Department of the Caisse des Dépôts
Director of OSEO Industrie, CDC Infrastructure, Qualium investissement, CDC Entreprises, CDC Infra
Management and CDC Elan PME
Catherine HALBERSTADT
48
General Manager of the Banque Populaire du Massif Central
Member of the BPCE Supervisory Board
Director of Natixis, the Crédit Foncier de France (CFF), the Compagnie Européenne de Garanties et de Cautions
(CEGC), the I-BP and of Elles de BPCE
The Qualified persons
Pierre SIMON
Chairman of Paris Ile-de-France Capital Economique
Chairman of ARAMIS Paris Conseil
Director of THUASNES SA, THUASNES Participation, ACXIOR CORPORATE and IDRH
Salaried directors
Hugues FAUVE
Elisabeth HENRY PEREZ
Deputy Chair of the Board of Directors and Director of the Coopérative du CEPME
Edouard LEHER
Eric VERKANT
Supervisory board member of the Centre Francilien de l’Innovation (CFI)
Deputy Chief Executive Officers
Arnaud CAUDOUX
Deputy Chief Executive Officer of the EPIC OSEO
Deputy Chief Executive Officer and Director of OSEO Industrie
Chief Executive of OSEO Régions,
Permanent representative of SA OSEO on the Board of Directors of the IFCIC, the SIAGI and the Association
Française des Sociétés Financières (ASF)
Joël DARNAUD
Director of OSEO Régions
Chairman of the Board of Directors of Avenir Tourisme
Chairman of the Board of Directors of Avenir Entreprises Investissement 2
Permanent representative of OSEO on the Board of Directors of FSI Regions
Laure REINHART
Director representing the State for SAFRAN
Director of the INPI, of the INRIA and of the IHEST
Substitute for François DROUIN, Non-voting member of the ANR Board of Directors
Chair of Scientipole Initiative
Chair of Ile-de-Science
Non-voting member on the Supervisory Committee of Scientipole Capital
2
As of 7 June 2012
49
Directors’ compensation
2012
(as €)
Title
Fixed
compensation
Variable
compensation 1
François Drouin
343,975.44
137,590.18
Joël Darnaud
Deputy Chief Executive Officer
188,590.20
55,319.60
16,823.20
260,733.00
Arnaud Caudoux
172,874.40
50,133.60
5,284.61
228,292.61
Laure Reinhart
151,919.88
50,133.60
2,646.72
204,700.20
Name
Benefits
in kind 2
Total
481,565.62
The compensation paid to directors during fiscal 2012 was equal to €1,175,000.
The directors do not receive directors’ fees in respect of the offices that they hold with companies within the
group.
2011
50
(as €)
Title
Fixed
compensation
Variable
compensation 1
François Drouin
343,975.44
124,031.54
Joël Darnaud
188,590.20
46,083.40
16,261.62
250,935.22
Arnaud Caudoux
172,874.40
42,135.44
5,621.86
220,631.70
Laure Reinhart
151,919.88
39,901.32
2,646.72
194,467.92
Name
Benefits
in kind 2
Total
468,006.98
The compensation paid to directors during fiscal 2011 was equal to €1,134,000.
The corporate officers do not receive directors’ fees in respect of the offices they hold with companies within the
group.
1
The criteria for allocating and paying the variable compensation to the directors are determined by the State, based on proposals from a
compensation committee that includes the main shareholders.
2 The benefits in kind consist of company cars or housing.
Main equity participations
A detailed table of subsidiaries and non-consolidated investments is included in the notes to the financial
statements.
The operations in a significant amount undertaken by OSEO SA during fiscal 2012 involved transfers, in the total
amount of €16.4 million, within the compartments of the AVENIR ENTREPRISE DEVELOPPEMENT venture
capital mutual fund that was created in 2008 in order to gather the equity interests of OSEO and of the Caisse
des Dépôts within common venture capital structures:
•
transfers to the amount of €12.7 million from compartment 1 that accommodated the equity interests of the
AVENIR ENTREPRISES INVESTISSEMENT venture capital company, to compartment 4, which is the
vehicle for new operations,
•
AVENIR TOURISME venture capital company, to compartment 4, which is the vehicle for new operations,
•
AVENIR ENTREPRISES 1 venture capital mutual fund, to compartment 4, which is the vehicle for new
operations.
On 31 December 2012, OSEO’s share in the overall AVENIR ENTREPRISE DEVELOPPEMENT FCPR (venture
capital mutual fund) stood at 49.29%.
51
Moreover, it is stipulated that a stock acquisition contract was signed on 12 December 2012 with the GRAS
SAVOYE group regarding the buyback of 34% of the capital of GRAS SAVOYE - Auxi Assurances, this group’s
insurance brokerage company dedicated to insurance operations for the beneficiaries of OSEO’s credit operations.
This transaction was finalized on 7 January 2013.
Summary table of the delegations of power 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 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:
Summary table of the delegations of power granted by the General Meeting to the Board of Directors with
regard to capital increases *
Date of the
General Meeting
Nature of the delegation
Duration of the
delegation
Usage during fiscal
2012
Twenty-six
months, i.e. until
01.05.2014
Renunciation of
the operation
decided by the
Board of Directors
on 29 June 2012
Twenty-six
months, i.e. until
01.05.2014
No
Twenty-six
months, i.e. until
01.05.2014
No
Article L225-129-6 sub-para.1:
Extraordinary
General
Meeting of
02.03.2012
Extraordinary
General
Meeting of
02.03.2012
Authorisation given to the Board of Directors to carry out a
capital increase in cash to 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 first capital increase approved by the General Meeting of
2 March 2012.
Article L225-129-2:
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:
52
Extraordinary
General
Meeting of
02.03.2012
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.
* The currently valid delegations are shown above, as is their usage during fiscal 2012.
In compliance with article L 225-129-6 sub-paragraph 1 of the French Commercial Code, the General Meeting of
Shareholders held on 2 March 2012 that decided on an initial capital increase in cash for SA OSEO as part of the
set-up of its subsidiary, OSEO Industrie, voted on a draft resolution targeting the performance of a capital
increase reserved for the employees.
With a delegation of authority granted by this General Meeting according to the terms of the said resolution, on 29
June 2012, the SA OSEO Board of Directors renounced this capital increase reserved for the employees by
means of a majority of the votes.
On 2 March 2012, the General Meeting of Shareholders also delegated to the Board of Directors, in accordance
with article L225-129-2 of the French Commercial Code, its competence with regard to deciding on a second
capital increase in cash for SA OSEO, in a maximum amount of €513,638,106.50.
As part of this delegation of authority, and in compliance with article L.225-129-6 sub-paragraph 1 of the French
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 fiscal 2012.
Management Board Report to the General Meeting: proposition to ratify the
co-opting of a new director and appointment of a new non-voting member of
the board of directors
As a consequence of the resignation of Edward ARKWRIGHT, Strategy Director of the group Caisse des Dépôts,
from his term as director, in their meeting of 21 December 2012 the Management Board co-opted for the
replacement of the latter by Delphine de CHAISEMARTIN, Assignment Manager for the development,
subsidiaries and equity holding department of the Caisse des Dépôts, on the proposal of Jean-Pierre JOUYET,
Managing Director of the Caisse des Dépôts.
The proposal to ratify this co-opting was made to the General Meeting of 14 May 2013.
Furthermore, as a consequence of the resignation of Eva PEBAY-PEYROULA, Chair of the French National
Research Agency (ANR), the Management Board proposed the appointment of Pascale BRIAND, Managing
Director of the ANR as non-voting member of the board of directors to replace Eva PEBAY-PEYROULA to the
General Meeting of 14 May 2013, on the proposal of its Chairman François DROUIN
The additional information concerning these persons with regard to article R.225-83 of the French Commercial
Code are available to the shareholders under the terms and conditions prescribed in articles R.225-88 and R.22589 of the same code.
53
6. Report from the Chairman of the Board of Directors
For the fiscal year ending on 31 December 2012
The information contained in this report is in response to the provisions of article L 225-37 of the French
Commercial Code. The OSEO 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 Authority, which examines the referenced document and verifies its compliance in
view of the AMF regulations.
6.1. 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 2005-722 of 29 June 2005) and the Rules of Procedure of
the Board of Directors as adopted on 28 June 2011 and updated on 29 June 2012. A charter for directors is an
integral part of these Rules of Procedure.
Composition and operation of the Board of Directors
54
The Board of Directors consists of fifteen members 1:
•
the Chairman who is the Chairman of the Board of Directors of the EPIC OSEO,
•
seven representatives of the shareholders including four State representatives appointed by decree and
three members appointed by the general meeting of shareholders,
•
three persons selected on the basis of their competence in the area of the development and financing of
companies and innovation, appointed by decree, and
•
four employee representatives elected on 1 March 2011.
On 31 December 2012, the directors consisted of three women and eleven men. The Board of Directors also
includes a panel of nine 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 fifteen days before each meeting, in a
letter that indicates the agenda. The documents and information needed to properly fulfil their assignments within
the Board and Committee are, barring exceptional cases, provided to them at least 10 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 decisions requiring a double majority (majority of the directors and majority of the directors representing
the shareholders), decisions require only a simple majority. Each meeting’s minutes are drafted and submitted
within 15 days of the end of the meeting, and approved during the next meeting.
1
The composition of the Board of Directors is shown in pages 8, 9, and 10 of this report.
Activities of the Board of Directors in 2012
The Board met five times in 2012 and each of its meetings included an up-to-date presentation of the activity and
risks.
Its first meeting was on 15 February 2012 in order to authorise the capital increase for the OSEO company that
led to the creation of its subsidiary, OSEO Industrie, on the initiative of the President of the French Republic.
On 30 March 2012, the Board of Directors co-opted a new director representing the Caisse des Dépôts, namely
Mr. Edward ARKWRIGHT, in the capacity of Strategy Director. It also recorded the performance of an increase of
the company capital, accordingly modified its articles of incorporation, closed the 2011 financial statements and
revised its budget and financing plan for 2012, in order to take into account the creation of OSEO Industrie
subsidiary.
On 29 June 2012, it updated its Rules of Procedure after the creation of OSEO Industrie, as well as the
company’s financial memorandum, and it renounced the capital increase reserved for employees as part of the
delegation of authority granted by the General Meeting.
On 28 September 2012, meeting within the framework of the Brittany Regional Council, it notably closed the
interim financial statements to 30 June 2012 and authorised the centralisation of the assets of the guarantee fund
within accounts opened with the Agence France Trésor.
On 21 December 2012, it co-opted a new director representing the Caisse des Dépôts, namely Delphine de
CHAISEMARTIN as substitute for Edward ARKWRIGHT. It was provided with information on the Bank for Public
Investment project. It determined the multiplying coefficients, it adopted the budget and the financing plan for
2013. It was kept informed of OSEO’s project to secure an equity investment in the capital of the company GRAS
SAVOYE AUXI-ASSURANCE. Finally, it set the calendar of its meetings for 2013.
The Committees under the responsibility of the Board of Directors 2
The operation of these Committees under the responsibility of the Board of Directors is defined by its Rules of
Procedure.
Audit and Risk Committee
Audit and Risk Committee includes five members appointed from amongst the directors: Pierre SIMON
(Chairman of Paris Ile-de-France Capital Economique) who is its Chairman, Catherine HALBERSTADT (General
Manager of the Banque Populaire du Massif Central), Thomas ESPIARD (Venture-Capital and Specialised
Financing Manager at the Caisse des Dépôts), Anthony REQUIN (Sub-Director of Corporate Financing in the
Financial Market at the General Treasury Department) and Vincent MOREAU (Subdirector of the 3rd Budget SubDepartment).
In compliance with article L. 823-19 of the French Commercial Code, 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 5.2.1 of the Rules of
Procedure: “a director is independent if – on his/her own or through any legal person with whom s/he is bound by
an employment contract – s/he owns less than 1% of the OSEO voting rights or capital”.
In 2012, the Audit and Risk Committee met four times and included the presence of the General Inspector –
Audit, of the Permanent Risk Controller, the Statutory auditors and the Government Commissioner.
2
For the members des Committees who are members of the Board of Directors, their functions are described in this report's pages 6, 7
and 8.
55
All of its meetings discussed the evolution of the company’s risks and financial situation. It examined the
financing plan for 2012 after the creation of OSEO Industrie, the group’s financial situations to 31 December
2011 and 30 June 2012, and the update of the memorandum on financial activities. It also reviewed the follow-up
of the IGA’s recommendations. It was given a presentation of the internal control report, of the 2013 audit
programme, of the review of the customer outstandings and of the tracking of the limits. It was kept informed of
the changes to the permanent control system and the risk steering. Finally, it was consulted and issued a
favourable opinion regarding the financing plan for 2013, the centralisation of the assets of the Agence France
Trésor guarantee funds and the internal control and account management agreements between SA OSEO and
OSEO Industrie.
The Appointments and Compensation Committee
The role of the Appointments and Compensation Committee is to provide the Board of Directors with opinions
regarding the total amount of directors’ fees, on the proposals to be made by the Board relative to their
distribution, on the appointment of the company’s Deputy Chief Executive Officers, and on the general managers
and Deputy Chief Executive Officers of its subsidiaries. Finally, it provides opinions on the compensation
(annually for the setting of the criteria and objectives for the variable part) for the directors and ensures
compliance with the criteria, and the level to which the objectives are reached.
56
Chaired by Pierre SIMON, it is made up of five members: Anthony REQUIN and Vincent MOREAU (members
appointed from amongst the State representatives by the latter), Delphine de CHAISEMARTIN 3 (member
appointed from amongst the directors appointed by the General Meeting of Shareholders by the latter), Pierre
SIMON and Jean-Luc PETITHUGUENIN (members appointed by the Board of Directors as independent in view
of the criterion in the aforesaid article 5.2.1, of which at least one - Pierre SIMON - is a director appointed by
decree and selected in view of his skills with regard to development and financing of companies and innovation).
The “Business Line” Committees
There are two “Business Line” Committees: the Financing / Guarantee Committee and the “Innovation”
Committee. As consultative bodies, their assignments 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, etc.).
The “Innovation” Committee
Chaired by Christian DESMOULINS, the Innovation Committee has four members drawn from the directors and
non-voting members, namely: Alain SCHMITT (member appointed from amongst the State representatives by the
latter), Thomas ESPIARD (member appointed by simple majority from amongst the directors appointed by the
General Meeting of the Shareholders by the latter), Christian DESMOULINS and Hervé SCHRICKE (appointed
by the Board in their capacity as non-voting members). Since the resignation of Hélène ROUQUETTE in January
2012, the fifth member’s position has been vacant.
The Innovation Committee also includes a panel of experts: Doryane HUBER from the General Treasury
Department, Xavier RAHER from the Directorate General for Competitiveness of Industry and Services (Direction
Générale de la Compétitivité de l’Industrie et des Services - DGCIS), Jean-Baptiste MINATO from the Budget
Department and Christian ESTEVE from the Director General for Research and Innovation (Direction Générale
pour la Recherche et l’Innovation) (appointed by State proposal), Philippe BRAIDY, Chairman of CDC Entreprises
(appointed after proposal by the Caisse des Dépôts), and Hugues SOUPARIS, Chairman and Managing Director
of Hologram Industries (appointed by proposal from the OSEO Chairman).
3
Appointed by the Board of Directors on 1 February 2013
The “Financing / Guarantee” Committee
Chaired by Pierre JACHEZ, the Financing / Guarantee Committee consists of 4 members appointed from
amongst the directors and non-voting members: Anthony REQUIN (member designated from amongst the State
representatives by the latter), Thomas ESPIARD (member appointed by simple majority amongst the director
appointed by the General Meeting of Shareholders by the latter), Catherine HALBERSTADT and Pierre JACHEZ
(members designated as director and non-voting member by the Board of Directors).
The “Financing / Guarantee” Committee also includes a panel of experts: Adrien GUILLEMIN from the General
Treasury Department, Angélique DOISNEAU from the Budget Department, Xavier RAHER from the DGCIS, the
Fédération Bancaire Française represented by Pierre BOCQUET (appointed by State proposal), Alain CHILLIET,
Director of the CDC Company’s Mission within the FSI (appointed by proposal from the Caisse des Dépôts), BNP
PARIBAS represented by Hugues MAISONNIER, Director of the France Credit Risk Department, the SOCIÉTÉ
GÉNÉRALE represented by Albert BOCLÉ, Commercial and Marketing Director of the Retail Bank in France, the
CRÉDIT AGRICOLE represented by Xavier MALHERBET, Commercial and Marketing Director of the Retail Bank
in France, and the AFIC represented by Gilles MOUGENOT, Chairman of ARGOS-SODITIC (appointed by
proposal of the OSEO Chairman).
The Orientation Board
As a body reporting to the SA OSEO Board of Directors, its task is to reflect on the role and provisions whereby
OSEO and its subsidiaries carry out their assignments. Its composition must be determined by an order from the
minister in charge of the economy and the minister in charge of research. As a result of non-renewal of its term of
office, this body did not meet in 2012.
Limitation of the powers of the General Manager by the Board of Directors
The General Management of the OSEO 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. S/he 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. S/he
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 Deputy Chief
Executive Officers are limited by article 12.3 of the company’s articles of incorporation. Pursuant to this article,
certain decisions relative to the OSEO company or, if relevant, to any one of its subsidiaries require the prior
authorisation of the Board of Directors.
6.2. The OSEO internal control system
Approved as a lending institution, OSEO SA is subject to all of the provisions of regulation 97-02 from the
Consultative Committee on Legislation and Financial Regulation with regard to internal control.
The organisation and operation of the OSEO 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 OSEO
General Inspection and Audit department.
57
•
The OSEO 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 (GIA) department. They were validated by the Executive
committee, approved by the Chairman and Chief Executive, 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 no. 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.
•
A “Risk” department was set up in 2011, with coordination entrusted to the DCPR.
The Risk Committee, chaired by the Chairman and Chief Executive, 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 OSEO SA or its subsidiaries.
58
•
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 OSEO Audit and Risks Committee, as well as two specific
committees: the Internal Control and Risks Committee.
the Permanent Risk Control
The Permanent Risk Control perimeter includes:
•
a verification of the Commitments and business line risks: it ensures compliance with the regulations and
standards specific to the OSEO 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.
The Permanent Control is performed on 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 directly to the Chairman and Chief Executive.
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 group’s permanent control managers and
correspondents, in order to ensure consistency and efficiency.
The charter and the Risks permanent control procedures
The OSEO 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 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
“e-learning” procedure.
The system implemented by the DCPR is regularly audited and updated in accordance with national and
European directives, for all of the OSEO business lines.
In 2012, the permanent control verifications involved all OSEO 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.
59
Periodic Control
The operation of the General Inspection and Audit (GIA) service, in charge of the OSEO periodic control, is based
on the following principles and processes:
•
The Audit charter describes the aims, powers, responsibilities and organisation of the GIA, as well as the
general rules applicable to the periodic control. It is completed by a procedure that defines the relations
existing between the GIA and the audited units, during an assignment.
•
An annual and multi-year audit plan, based on OSEO’s organisation and the organisational chart that
describes it, plans the content and perimeter of the GIA’s assignment, with the objective of covering all
activities and subsidiaries within a maximum interval of four years. For each domain, the rhythm of the
assignments is determined by its risk level combined with an audit frequency.
The annual audit plan is validated by the Chairman and Chief Executive, the Executive Committee and by
the Audit and Risk Committee.
•
A reference base describes the GIA’s operation and the implemented methodologies, which combine onsite controls and/or document verifications, and lead to findings from which recommendations result. The
assignments 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.
•
The assignment 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 the audited units, under the responsibility of their management.
The management periodically reports to the GIA, during the latter’s three annual follow-ups, regarding its
progress and it must justify their complete realisation.
•
An assignment is only closed once all of the recommendations have been implemented.
•
The GIA reports to OSEO’s executive and deliberating bodies on the performance of the audit plan, the
conclusions of the completed verifications and the implementation of the recommendations.
60
In 2012, as part of its audit plan, the General Inspection and Audit department carried out several assignments
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.
In terms of external audits, several inspections were carried out in 2012, primarily by the Court of Auditors or the
Inspectorate-General for Finance. They related to certain of OSEO’s contributions to the public mechanisms for
the support and development of SMEs.
With regard to Alsabail, the specialised lending institution in which OSEO is the reference shareholder, the
General Inspection and Audit department carried out an initial assignment in 2012 as part of the periodic control
agreement signed in 2011 between Alsabail and SA OSEO.
Moreover, an audit agreement was signed between SA OSEO and OSEO Industrie, in order to enable the latter –
with its status as a lending institution – to meet all of its obligations with regard to internal control.
Outlook for 2013
The permanent control plan set up by the Risks Permanent Control Department (DCPR) calls for verifications in
all three of the OSEO business lines (innovation, guarantee and financing), 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, etc.
To ensure that it has a relevant and efficient map of the group risks, the DCPR will coordinate the update – by the
operational departments – of their Risk Steering Systems (SPR) and will prepare a consolidation.
In 2013, the General Inspection and Audit department’s audit plan calls for assignments 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.
6.3. Preparation and processing of accounting information
The general framework of accounting and financial information
The financial statements of the Société Anonyme OSEO are prepared in accordance with the accounting
regulations applicable to lending institutions.
OSEO 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
61
The balance sheets, profit and loss statement and off-balance sheet that describe the corporate financial
statements are prepared each month. These commented documents are disseminated to the General
Management and to the Management Control department.
The consolidated financial statements 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 enables an overall
follow-up of the major profitability aggregates, without requiring all of the heavy consolidation treatments.
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 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 (Autorité des Marchés Financiers).
Accounting dashboards
On a quarterly basis, accounting dashboards are devised on the basis of these consolidated and individual
statements.
In these dashboards, the structure of the balance sheets, off-balance sheet and income defined by regulation are
respected. Certain particularly significant headings are detailed such as to cast a more analytical light on the
activity.
The accounting dashboards and interim financial statements are presented to the Audit Committee and to the
Board of Directors. They are completed by an analytical presentation of the formulation of the income.
Analysis of the establishment of the earnings
This analysis is performed at the consolidated level by Management Control. For the “financing” sector, it relies
on allocating to each commercial use 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 of the earnings of
the “guarantee” sector and of the “innovation” sector. This work is supplemented by an analysis of 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 Board of Directors and Audit Committee. The presentation includes a
commentary on the main changes and divergences from forecasts.
Other reports
In addition, within the framework of the SURFI (Unified Financial Reporting System) and of the FINREP
declarations, an accounting report is submitted to the Prudential Control Authority, in accordance with the banking
regulation in force.
62
The OSEO company is consolidated according to the equity method in the financial statements of the Caisse des
Dépôts. It therefore completes a half-yearly consolidation package which is approved by its Statutory Auditors. As
a result, when drawing up its financial statements, OSEO refers to the accounting principles outlined in the
accounting procedures manual of the Caisse des Dépôts.
Accounting architecture and organisation
The OSEO accounting organisation is decentralised.
The OSEO Accounting Department
The Accounting Department includes:
•
a production domain in charge of the OSEO corporate accounting (taxation, overhead costs, fixed assets
and accounting of the mutual guarantee funds),
•
a 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,
•
a section in charge of reports (individual and consolidated financial statements, SURFI),
•
a section in charge of managing movements of funds.
Through its participation in the Management Committees, ALM committees, the Risk committees and the
Counterparty risks committees, the Accounting Department is informed of the policy adopted in the areas of
financial management and administration.
The back offices
Each management system is linked to a back office that assumes responsibility for the accuracy of the various
accounting entries made into the general accounting. Entries are generated either directly in management
systems or, more commonly, via an interpreter which captures reports of events from the management systems.
The main back offices report:
•
to the Financial Operations department, which is primarily responsible for the recognition of refinancing,
investment and financial instrument transactions,
•
to the Customer Management Department, which is in charge of the recognition of medium and long-term
loan operations, of equipment and real estate leasing operations, of short-term financing operations and of
the innovation aid operations,
•
to the Human Resources department,
•
to the Partners Management Department, which is in charge of the recognition of guarantee transactions.
All of the back offices are located at the Maisons-Alfort head office. Depending on the concerned products,
certain inputs into the management systems may be made in the Regional Departments, though with the
accounting controls and processing operations being pooled at the head office.
A charter defines the apportionment of responsibilities between the Accounting Department and the back offices
attached to the Operational departments.
The Finance division’s permanent control service is in charge of the second level accounting controls.
63
6.4. Statutory Auditors’ report on the Chairman’s report
64
65
7. Resolutions submitted to the General Meeting
First resolution
The General Meeting of Shareholders 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 2012 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 General Meeting of Shareholders approves the corporate financial statements to 31
December 2012, 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 2012, the General Meeting of Shareholders
approves the consolidated financial statements for fiscal 2012 as presented to it.
Fourth resolution
66
The General Meeting of Shareholders decides to allocate the fiscal 2012 profit as follows:
Euros
Earnings for the year to be distributed
12,834,630.06
Retained earnings
43,778,030.49
Balance available
56,612,660.55
Transfer to the legal reserve
Allocation to the other reserves
Distribution of a dividend of €0.15
(face value of €8)
Retained earnings (credit)
641,731.50
0.00
14,078,639.70
41,892,289.35
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 or to a levy in discharge.
The dividend must be paid no later than 30 September 2013 (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.
In compliance with the legal provisions, it is recalled that a dividend of €0.25 per share was paid for fiscal 2009,
that a dividend of €0.09 per share was paid for fiscal 2010, and that a dividend of €0.17 per share was distributed
relative to fiscal 2011.
Fifth resolution
The General Meeting of Shareholders 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.
Sixth resolution
The General Meeting of Shareholders approves the Business contribution agreement signed in 2012 between SA
OSEO and OSEO Industrie, as mentioned in the Statutory Auditors’ special report on agreements covered by
articles L 225-38 et seq of the French Commercial Code. This agreement enables OSEO Industrie to ask SA
OSEO as part of its assignment to the benefit of its companies in the industrial sector to propose products from
companies identified by OSEO's network as part of its business flow.
Seventh resolution
The General Meeting of Shareholders approves the Guarantee agreement signed in 2012 between SA OSEO
and OSEO Industrie, as mentioned in the Statutory Auditors’ special report on agreements covered by articles L
225-38 et seq of the French Commercial Code. Its purpose is to define the legal and financial procedures of the
guarantee agreed between OSEO Industrie and SA OSEO.
Eighth resolution
The General Meeting of Shareholders approves the Service providing agreement signed in 2012 between SA
OSEO and OSEO Industrie, as mentioned in the Statutory Auditors’ special report on agreements covered by
articles L 225-38 et seq of the French Commercial Code. It defines the conditions and the procedures for the
provision of services that SA OSEO is to perform for OSEO Industrie as part of its business.
Ninth resolution
The General Meeting of Shareholders approves the refinancing and current account agreement signed in 2012
between SA OSEO and OSEO Industrie, as mentioned in the Statutory Auditors’ special report on agreements
covered by articles L 225-38 et seq of the French Commercial Code. This agreement defines the conditions
under which SA OSEO undertakes to procure funds that are particularly necessary to finance its lending activities
from its subsidiary OSEO Industrie.
Tenth resolution
The General Meeting of Shareholders approves the Agreement relating to internal control signed in 2012
between SA OSEO and OSEO Industrie, as mentioned in the Statutory Auditors’ special report on agreements
covered by articles L 225-38 et seq of the French Commercial Code. By means of this new agreement, OSEO
Industrie entrusts SA OSEO with the assignment of carrying out the internal checking services prescribed by
Regulation 97-02 on its behalf.
Eleventh resolution
The General Meeting of Shareholders approves the Agreement relative to the set-up of FSI Regions within the
OSEO Network signed in 2012 between SA OSEO and FSI Regions, as mentioned in the Statutory Auditors’
special report on agreements covered by articles L 225-38 et seq of the French Commercial Code. It specifies the
physical and financial organisation of the FSI Region staff within the premises of OSEO's regional network and
the cooperation of their respective teams.
67
Twelfth resolution
The General Meeting of Shareholders approves the FSI Regions Mezzanine venture capital mutual fund
agreement signed in 2012 between SA OSEO and FSI Regions, as mentioned in the Statutory Auditors’ special
report on agreements covered by articles L 225-38 et seq of the French Commercial Code. It determines as part
of the investments carried out in the FSI Regions Mezzanine Venture Capital Mutual Fund, the procedures
according to which FSI Regions can ask SA OSEO to propose products from targeted companies identified by
the OSEO network.
Thirteenth resolution
The General Meeting of Shareholders approves the FSI Regions 1 venture capital mutual fund agreement signed
in 2002 between SA OSEO and FSI Regions, as mentioned in the Statutory Auditors’ special report on
agreements covered by articles L 225-38 et seq of the French Commercial Code. This agreement determines as
part of the investments carried out in the FSI Regions Mezzanine Venture Capital Mutual Fund the procedures
according to which FSI Regions can ask SA OSEO to propose products from targeted companies identified by
the OSEO network.
Fourteenth resolution
68
The General Meeting of Shareholders approves the amendment to the 16 December 2009 OC+B venture capital
mutual fund agreement signed in 2012 between SA OSEO and FSI Regions, as mentioned in the Statutory
auditors’ special report on agreements covered by articles L. 225-38 et seq of the French Commercial Code. This
amendment set out a modification concerning the compensation paid annually to SA OSEO by FSI Regions in the
context of their cooperation concerning the investments made in the Venture Capital Mutual Fund.
Fifteenth resolution
The Ordinary General Meeting decides to appoint Delphine de CHAISEMARTIN as director as a replacement for
Edward ARKWRIGHT, for the remainder of the latter’s term.
Sixteenth resolution
The Ordinary General Meeting decides to appoint Pascale BRIAND as non-voting member as a replacement for
Eva PEBAY-PEYROULA, for the remainder of the latter’s term.
Seventeenth resolution
The General Meeting of Shareholders confers full powers on the bearer of a copy of or excerpt from the minutes
of this Meeting in order to perform all legal formalities of publication, registration and deposit required by law.
+
COMITE DE DIRECTION
COMITE EXECUTIF
INTERNATIONAL
Alain RENCK
CONTRÔLE DE GESTION
Hervé LE MOIGNE
DOMOA
Christian PROVOST
GESTION FCT
Eric CHAMPENOIS
CONTENTIEUX
Martine RAGOT
ÉVALUATION
Maryse SCHROTTER
ÉVALUATION ÉTUDES
Annie GEAY
COMPTABILITÉ
Dominique CROST
GESTION INNOVATION
FINANCEMENT
Didier BOIS
GESTION CLIENTS
Alain TABUTEAU
MOYENS GÉNÉRAUX
P-Marie SALLE
COMMUNICATION
Serge ANTONINI
ENGAGEMENTS
François CHOLLET
RESSOURCES
HUMAINES
Vincent GOIS
DSI
Xavier DE BROCA
PÔLES DE
COMPÉTITIVITÉ ET FUI
Jean-Claude CARLU
GESTION DES
DÉCISIONS DÉLÉGUÉES
Jean-François GERNIGON
CAPITAUX ET BILAN
Jean-Yves CAMINADE
SECRÉTARIAT GÉNÉRAL
Jérôme LESEURRE
D’INNOVATION
Claude PINAULT
PROJETS STRUCTURANTS
Marie Noëlle DE BOISGROLLIER
GESTION DES
GARANTIES NOTIFIÉES
EXPERTISE INNOVATION
Jean-Yves RENAUD
INNOVATION TECHNOLOGIES
Laure REINHART
EXPERTISE
Catherine BORG-CAPRA
6 RÉSEAUX
CONTRÔLE PERMANENT
RISQUES
Florence DEILLER
GESTION BANQUES
ET INVESTISSEURS
François-Xavier WILLOT
FINANCES
Arnaud CAUDOUX
OPÉRATIONS
FINANCIÈRES
Jean-Michel ARNOULT
ANIMATION RÉSEAU
Jean-Pierre ORCIL
INSPECTION GÉNÉRALE
François-Xavier FERRARIO
DIRECTEUR ADJOINT
Jean-Marc DURAND
EXPLOITATION
Joël DARNAUD
DÉVELOPPEMENT
ET MARKETING
Vincent DAUFFY
PRÉSIDENCE
François DROUIN
8. OSEO organisational charts
8.1. Functional organisational chart
69
Directeur Régional
Michel FALOU
Outre-Mer
Directrice Régionale
Anne GUÉRIN
Ile-de-France Ouest
Directeur Régional
Philippe BAYEUX
Ile-de-France Est
Directeur Régional
Hervé LELARGE
Basse-Normandie
Directeur régional
Jérôme ROUSSEAU
Haute-Normandie
Directeur Régional
Christophe LANGLET
Picardie
Directeur Régional
Bertrand FONTAINE
Nord-Pas-de-Calais
Ile-de-France Paris
Directeur Régional
Pédro NOVO
Directrice de Réseau
Dominique MARCINIAK
RÉSEAU NORD
Directeur Régional
Jérôme BOUQUET
Franche-Comté
Directeur Régional
Mathieu DEFRESNE
Bourgogne
Directeur Régional
Christian THERIOT
Champagne-Ardenne
Directeur Régional
Bernard NICAISE
Alsace
Directeur Régional
Didier PICHOT
Lorraine
Directeur de Réseau
Jean-Pierre BES
RÉSEAU EST
Directeur Régional
Christian QUÉRÉ
Auvergne
Directeur Régional
Laurent BOUQUEREL
Alpes
Directeur Régional
Pierre VILLEFRANQUE
Grand Rhône
Arnaud PEYRELONGUE
RÉSEAU SUD-EST
70
Dominique CAIGNART
RÉSEAU ILE-DE-FRANCE
DIRECTEUR GÉNÉRAL DÉLÉGUÉ
Joël DARNAUD
RÉSEAU SUD
Directeur Régional
Bruno HEUCLIN
Aquitaine
Cécile DONSIMONI
Corse
Directeur Régional
Laurent de CALBIAC
Midi-Pyrénées
Françoise
GUETRON-GOUAZE
Languedoc-Roussillon
Directeur Régional
Jean-Marie SUQUET
Provence-Alpes Côte d’Azur
Directrice de Réseau
Véronique VÉDRINE
Jean-Pierre ORCIL
DIRCTEUR DE L’ANIMATION DU RÉSEAU
Directeur Régional
Eric VERSEY
Bretagne
Directeur Régional
Thierry MARTIGNON
Limousin
Directeur Régional
Hervé BAZIN
Centre
Directeur Régional
Mame DIEYE
Poitou-Charentes
Directeur Régional
Jean-Marc
DUCIMETIÈRE
Pays de la Loire
Georges PLANES
RÉSEAU OUEST
8.2. Organisational chart of the network
9. Financial results for the past 5 fiscal years
2008
2009
2010
2011
2012
377,230,064
47,153,758
377,230,064
47,153,758
594,778,400
74,347,300
594,778,400
74,347,300
750,860,784
93,857,598
1,322,085
1,357,437
1,614,176
1,711,483
1,853,727
132,608
11,608
102,590
16,191
196,115
23,388
64,140
14,757
150,009
38,873
4,419
3,917
6,335
6,240
6,480
41,953
11,788
18,899
11,788
99,066
6,691
3,756
15,956
12,835
14,079
2.47
1.75
2.24
0.58
1.12
0.89
0.25
0.40
0.25
1.33
0.09
0.05
0.17
0.14
0.15
969
59,443
974
59,078
1,641
91,670
1,641
100,697
1,655
100,584
23,297
26,768
42,936
43,679
47,664
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) Earnings (loss) before taxes, mandatory
or voluntary profit-sharing and allocations
to depreciation and provisions
c) Profit tax
d) Mandatory or voluntary employee profitsharing
payable for the fiscal year
e) Earnings (loss) after taxes, mandatory or
voluntary profit-sharing and allocations
f) Income paid as dividends
III- Earnings per share (in €)
a) Earnings (loss) after taxes, mandatory or
voluntary profit-sharing but before
allocations to depreciation and provisions
b) Earnings (loss) after taxes, mandatory or
voluntary profit-sharing and allocations
c) Dividend attributed to each share
IV- Headcount
a) Number of employees as at 31 December
b) Total payroll (in € thousands)
c) Sums paid in employee
benefits (social security,
employee charities, etc.) (in € thousands)
71
72
Consolidated financial statements
10. Consolidated financial statements
OSEO publishable consolidated balance sheet
ASSETS (in € millions)
Notes 31/12/2012 31/12/2011
Cash, central banks
6.1
115.0
81.5
Financial assets at fair value through profit or loss
6.2
81.5
65.4
Derivative hedge instruments
6.3
503.9
394.2
Financial assets available for sale
6.4
472.0
1,037.8
Loans and receivables owed by lending institutions
6.5
394.5
257.5
Loans and receivables due from customers
6.6
15,557.0
9,026.5
Finance lease and equivalent operations
6.7
4,821.8
4,293.4
Aid for financing innovation
6.8
645.4
601.0
486.0
339.0
Revaluation discrepancies of the rate-hedged portfolios
Financial assets held to maturity
6.9
5,349.3
8,231.7
Current and deferred tax assets
6.10
56.0
50.9
Accruals and miscellaneous assets
6.11
1,316.5
1,337.6
Non-current assets held for sale
0.0
0.0
Interests in companies accounted for using the equity
method
7.7
7.2
Investment buildings
6.12
12.3
12.6
Tangible fixed assets
6.13
80.7
81.9
Intangible fixed assets
6.13
41.4
36.0
0.0
0.0
29,941.0
25,854.2
Goodwill
TOTAL ASSETS
73
Consolidated financial
statements
OSEO publishable consolidated balance sheet
LIABILITIES (in € millions)
Notes 31/12/2012 31/12/2011
Central banks
6.1
3.0
81.4
Financial liabilities at fair value through profit or loss
6.2
5.1
4.9
6.3
593.4
481.9
Debts to credit institutions
6.14
10,345.1
10,270.5
Debts owed to customers
6.15
2,577.0
2,187.2
Debt securities
6.16
5,572.6
3,065.7
412.1
266.1
Revaluation discrepancies of the rate-hedged portfolios
74
Current and deferred tax liabilities
6.10
1.8
1.4
Accruals and miscellaneous liabilities
6.11
2,850.3
2,434.1
0.0
0.0
Debts related to non-current assets intended to be sold
Provisions
6.17
1,759.8
1,702.7
Net innovation intervention resources
6.18
951.4
945.9
Public guarantee funds
6.19
2,159.2
2,297.6
Subordinated debts
6.20
14.7
41.2
Shareholders equity
2,695.5
2,073.6
Group share of shareholders equity
2,665.1
2,042.1
1,700.2
1,161.3
849.5
761.7
17.3
20.7
98.1
98.4
30.4
31.5
28.4
2.0
27.6
3.9
29,941.0
25,854.2
- Capital and related reserves
- Consolidated reserves
- Gains and losses directly recognised in the shareholders
equity
- Earnings
Minority interests
- Reserves
- Earnings
TOTAL LIABILITIES
OSEO publishable profit and loss statement
(In € millions €)
Interest income
Interest expense
Commissions (income)
Commissions (expense)
Net gain / loss on financial instruments at fair value
through profit or loss
Net gains or losses on financial assets available for sale
Income from other activities
Expenses on other activities
Notes
1,502.4
-1,079.7
14.2
-0.4
1,231.4
-888.3
10.8
-0.3
7.2
7.3
7.4
7.4
1.7
4.6
120.9
-57.6
4.1
10.7
152.9
-84.4
506.1
436.9
7.5
-270.8
-245.5
7.6
-18.9
-16.9
216.4
174.5
-64.7
-24.0
151.7
150.5
0.7
0.0
0.0
0.6
0.2
0.4
152.4
151.7
-52.3
0.0
-49.4
0.0
100.1
102.3
2.0
3.9
98.1
1.04
1.04
98.4
1.32
1.32
Gross operating income
Cost of risk
7.7
Operating income
Share of net income from companies accounted for using the equity method
Net gains or losses on other assets
Changes to the value of the goodwill
Pre-tax earnings
Profit taxes
Income net of taxes from discontinued activities or activities undergoing disposal
Net earnings
Minority interests
Net income - Group share
* Earnings per share (in €)
* Diluted earnings per share (in €)
Fiscal 2011
7.1
7.1
Net banking income
General operating expenses
Amortisation & depreciation allowances on tangible & intangible
fixed assets
Fiscal
2012
7.8
75
statements
Net earnings and gains and losses recognised directly
in the OSEO shareholders equity
(In € millions)
NET EARNINGS
100.1
102.3
0.0
0.0
-3.2
-4.3
0.0
0.0
0.0
0.0
Actuarial gains and losses on defined benefit plans
0.0
0.0
Share of unrealised or deferred gains or losses on companies accounted for using the
equity method
0.0
0.0
Total gains and losses directly recognised in the shareholders equity
-3.2
-4.3
Net earnings and gains and losses recognised directly in the shareholders equity
96.9
98.0
* Group share
94.7
94.1
2.2
3.9
Translation differences
Revaluation of the financial assets available for sale
Revaluation of derivative hedge instruments
Revaluation of fixed assets
76
31/12/2012 31/12/2011
* Of which minority interests
Change of the shareholders equity (Group share)
(In € millions)
Situation on 31 December 2010
Capital and
related
reserves
1,161.3
Reserves
716.0
Gains and losses
directly recognised
in the shareholders
equity
24.8
Appropriation
Total
0.0
1,902.1
5
2010 earnings
Result allocated to reserves
Change to the gains and losses directly
recognised in the shareholders equity
0.0
40.9
0.0
47.6
-40.9
47.6
0.0
0.0
0.0
-4.3
0.0
-4.3
Value change of financial instruments, affecting the
shareholders equity
0.0
0.0
-3.5
0.0
-3.5
Value change of financial instruments as related to
the earnings
0.0
0.0
-0.8
0.0
-0.8
0.0
0.0
10.2
0.0
0.0
-6.7
0.0
-6.7
10.2
0.0
-6.7
0.2
0.0
-6.5
0.0
0.0
1,161.3
1.0
0.3
761.7
0.0
0.0
20.7
0.0
0.0
0.0
1.0
0.3
1,943.7
98.4
0.0
Distribution of dividends
Acquisition / disposal of treasury shares
Avenir Entreprises & Avenir Tourisme capital
reduction
Miscellaneous
Reserve fund interest
2011 earnings
Result allocated to reserves
Change to the gains and losses directly
recognised in the shareholders equity
0.0
82.5
0.0
98.4
-82.5
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
Value change of financial instruments as related to
the earnings
0.0
0.0
-1.3
0.0
-1.3
0.0
0.0
1.1
0.0
0.0
-15.9
0.0
-15.9
1.1
0.0
4.2
0.0
4.2
0.0
0.0
0.0
0.0
538.9
2,567.0
98.1
98.1
Distribution of dividends
Acquisition / disposal of treasury shares
Avenir Entreprises & Avenir Tourisme capital
reduction
Miscellaneous
SA OSEO capital increase
2012 earnings
0.0
538.9
1,700.2
849.5
0.0
0.0
17.3
77
statements
Variation in minority interests
Minority interests on 31 December 2010
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 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
39.4
0.0
1.2
-1.2
-1.0
-10.8
3.9
31.5
0.2
0.8
-0.6
0.0
-3.3
2.0
30.4
Cash flow statement
78
The table of cash flows is presented using the indirect method model.
The operational activities are representative of the activities that generate earnings for the OSEO 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, as well as the demand accounts
(assets and liabilities) and loans with lending institutions.
OSEO group table of cash flows
31/12/2012 31/12/2011
152.4
151.7
(In € millions)
Pre-tax earnings
Net amortisation allowances for tangible and
intangible assets
Depreciation of the goodwill and other fixed assets
Net provision allowances
Share of the income linked to companies accounted for using the equity method
Net loss / net gain from investment activities
Other movements
Other movements (specific to the guarantee funds)
19.3
0.0
-205.7
-0.7
1.0
-129.5
355.4
17.3
-0.4
-137.3
-0.6
-0.3
-404.2
350.4
Total of the non-monetary elements included in the net income before taxes, and of the other
adjustments
39.8
-175.1
Flows related to operations with lending 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
9.2
-6,709.0
3,427.4
336.4
-38.9
-16.5
-2,991.4
1,216.7
-2,039.3
-821.1
182.0
416.7
-22.5
-1,067.5
Total net cash flows generated by the operational activity (A)
-2,799.2
1.5
0.0
-23.2
-21.7
523.9
2,480.4
3,004.3
-1,090.9
15.8
0.0
-21.4
-5.6
-38.4
1,057.4
1,019.0
0.0
183.4
-2,799.2
-21.7
3,004.3
0.0
0.0
-77.5
-1,090.9
-5.6
1,019.0
0.0
Cash and cash equivalents upon opening
198.6
276.1
Cash, central banks (assets & liabilities)
Accounts (asset and liability) and demand loans / borrowing with lending institutions
0.1
198.5
15.8
260.3
Cash and cash equivalents upon closing
Cash, central banks (assets & liabilities)
Accounts (asset and liability) and demand loans / borrowing with lending institutions
382.0
112.0
270.0
198.6
0.1
198.5
Net cash variation
183.4
-77.5
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)
79
statements
Accounting appendix
80
• The Research Tax Credit (CIR) Pre-financing, through which SMEs can have access to a contribution of
available cash in order to cover their Research & Development expenses from the year in which they
are incurred. This pre-financing, lasting for 2 years with 18 months of deferral, relates to 80% of the
expected CIR relative to eligible expenses incurred during the year. .................................................. 17
• The Innovation Loan (PPI) enables innovative companies to finance the fundamental step that consists of
moving from a research project to industrial production (“death valley”), by covering the expenses for
launching an innovation. .......................................................................................................................... 17
• The Competitiveness and Employment Tax Credit (CICE) Pre-financing is a cash advance pending the
company’s recovery of its CICE. For amounts above €25,000, this advance is guaranteed by the
company’s assignment, to its own bank or to OSEO, of the company’s receivable on the State relative
to the future CICE. For smaller amounts, the bank will normally propose more significant medium-term
assistance, while relying on a guarantee fund. ...................................................................................... 17
• The Strengthening of SME and VSE Cash Guarantee is intended to strengthen their financial structure
through medium-term consolidation of their short-term debt. With its current €50 million, and an
objective of providing this target group with €500 million of cash, this fund aims to promote the
continuing existence of healthy and viable companies. ....................................................................... 17
• The Bank for Public Investment ................................................................................................................. 18
The first commitment in the campaign programme of the President of the French Republic, namely the
creation of the Bank for Public Investment (BPI), was announced by the French Minister for the
Economy on 6 June 2012. Law no.2012-1559 of 31 December 2012 that amends decree no.2005-722 of
29 June 2005 established the legal framework providing for the creation of the BPI, a common holding
company that will include SA OSEO, CDC Entreprises and the Strategic Investment Fund, as well as its
governance provisions. ............................................................................................................................ 18
A public limited financial company (SA), it will be held in equal shares by the State via EPIC OSEO, renamed
EPIC BPI-Groupe as a result of this law, and the Caisse des Dépôts. It is expected to be operational as
soon as the shareholders make their contributions. Chaired by Jean-Pierre JOUYET, Nicolas
DUFOURCQ was appointed as its Chief Executive Officer by decree dated 7 February 2013. Its first
Board of Directors meeting was held on 21 February 2013 in Dijon. ................................................... 18
• Innovation support ...................................................................................................................................... 18
• Guarantees ................................................................................................................................................... 19
• Financing ...................................................................................................................................................... 19
• Subsidies / advances / loans distribution.................................................................................................. 20
• Distribution of the beneficiary companies by major sectors (excluding ISI) ......................................... 20
• Comments on the evolution of the activity................................................................................................ 20
• Key figures (amounts in € millions) ........................................................................................................... 21
Distribution of the guaranteed loans by purpose ........................................................................................... 21
Distribution of the guaranteed loans by business sector (excluding Recovery plan mechanism) ........... 22
A slightly lower level of activity was seen in 2012 in comparison with 2011, both in terms of the guaranteed
loans and of the covered risks, but with an identical number of supported companies. .................. 22
In reality, however, this relative stability conceals more significant variations of the guaranteed loans that
have balanced out, with a decline for the creation and transfer / buy-out funds, and an increase for the
development fund. .................................................................................................................................... 22
Nevertheless, the creation and transfer / buy-out activities account for more than 50% of the guaranteed
loans, with creation still representing more than 30% of the guaranteed loans in 2012. ................... 22
Finally, industry represents more than 25% of the interventions, proof of OSEO’s specific support in this
sector. ........................................................................................................................................................ 22
• Key figures for OSEO Régions (amounts in € millions) ........................................................................... 22
• Distribution by financing type .................................................................................................................... 23
• Financing Activity ........................................................................................................................................ 26
• Guarantee Activity ....................................................................................................................................... 27
• Maximum credit risk exposure ................................................................................................................... 28
• Concentration of the credit risks ................................................................................................................ 28
• Quality of the credit risk .............................................................................................................................. 29
• The counterparty risk on financial assets ................................................................................................. 29
• The counterparty risk on derivative instruments ...................................................................................... 30
• The financial risks........................................................................................................................................ 30
• The risk on purchased insurance ............................................................................................................... 32
• Strategic risks .............................................................................................................................................. 32
• The political and micro-economic risks, and the risks related to the financial circumstances specific to
the countries in which OSEO is active .................................................................................................... 32
• Employment ................................................................................................................................................. 35
• Work organisation ....................................................................................................................................... 36
• Social relations ............................................................................................................................................ 37
• Health and safety ......................................................................................................................................... 37
• Training ......................................................................................................................................................... 37
• Equal treatment ............................................................................................................................................ 38
• Impacts of the activity ................................................................................................................................. 41
OSEO has opted for a decentralised organisation of its activities in terms of studies and decisions, as well
as in the set-up and management of its operations, in order to remain as close as possible to
entrepreneurs and to the public and private stakeholders working with them. .................................. 41
56% of the employees on 39 sites throughout the country carry out OSEO’s business lines in the regions. 41
Nearly 90% of OSEO’s financing decisions are made in the regions and, in 2012, 83,400 companies benefited
from OSEO’s actions throughout the country in its three business lines, resulting in an increase of 8%
to nearly €16 billion. .................................................................................................................................. 41
The pooling of its know-how, that combines the various financing techniques, the systematic
accompaniment partnership policy and the resulting leverage therefore generated total financing for
companies estimated at €35 billion. ........................................................................................................ 41
The evolution in terms of products in order to remain as close as possible to changing national and regional
policies made it possible to provide targeted responses at all stages in the lives of companies, however
risky: for example, “patient products” were developed in order to enable companies to finance loan
collateral value investments or phases requiring the mobilisation of resources; they were adapted to
specific purposes such as international development and marketing of innovative products or
techniques. ................................................................................................................................................ 41
EuroQuity, a web-based service for establishing contacts between French and German companies and their
development partners, investors and advisers, was set up and is now operated by OSEO. Coordinated
by OSEO in France and KfW in Germany, EuroQuity supports the growth of SMEs by helping to arrange
contacts with their future partners relative to their needs in terms of investments (own funds),
innovation (technological partnerships) and international development (commercial partnerships).42
OSEO is an involved partner in the social and solidarity economy through actions such as the Business
Start-Up Loans, guarantees for student loans or interest-free loans provided by support networks,
participatory priming loans and the financing of innovation projects promoted by creators or young
innovative companies. Such risky aims, which are often faced with market deficiencies, are
fundamental for creating jobs and developing areas, as well as for integrating young people. ....... 42
• Relations with stakeholders........................................................................................................................ 42
• Corporate responsibility.............................................................................................................................. 43
• The profit and loss statement ..................................................................................................................... 44
81
statements
82
• The balance sheet ........................................................................................................................................ 44
• Innovation ..................................................................................................................................................... 45
• Guarantee and financing delegated to banks............................................................................................ 46
• Co-financing ................................................................................................................................................. 46
• International ................................................................................................................................................. 46
• Mergers & Acquisitions Support and FSI Regions ................................................................................... 46
• Audit and Risk Committee .......................................................................................................................... 55
• The Appointments and Compensation Committee ................................................................................... 56
• The “Business Line” Committees .............................................................................................................. 56
• The Orientation Board ................................................................................................................................. 57
• the Permanent Risk Control ........................................................................................................................ 58
• Periodic Control ........................................................................................................................................... 60
• Outlook for 2013........................................................................................................................................... 60
• The financial statements to be published.................................................................................................. 61
• Accounting dashboards .............................................................................................................................. 61
• Analysis of the establishment of the earnings .......................................................................................... 62
• Other reports ................................................................................................................................................ 62
• The OSEO Accounting Department............................................................................................................ 62
• The back offices ........................................................................................................................................... 63
• First resolution ............................................................................................................................................. 66
• Second resolution........................................................................................................................................ 66
• Third resolution............................................................................................................................................ 66
• Fourth resolution ......................................................................................................................................... 66
• Fifth resolution ............................................................................................................................................. 67
• Sixth resolution ............................................................................................................................................ 67
The General Meeting of Shareholders approves the Business contribution agreement signed in 2012
between SA OSEO and OSEO Industrie, as mentioned in the Statutory Auditors’ special report on
agreements covered by articles L 225-38 et seq of the French Commercial Code. This agreement
enables OSEO Industrie to ask SA OSEO as part of its assignment to the benefit of its companies in the
industrial sector to propose products from companies identified by OSEO's network as part of its
business flow. ........................................................................................................................................... 67
• Seventh resolution....................................................................................................................................... 67
• Eighth resolution ......................................................................................................................................... 67
• Ninth resolution ........................................................................................................................................... 67
• Tenth resolution ........................................................................................................................................... 67
• Eleventh resolution...................................................................................................................................... 67
• Twelfth resolution ........................................................................................................................................ 68
• Thirteenth resolution ................................................................................................................................... 68
• Fourteenth resolution .................................................................................................................................. 68
• Fifteenth resolution ..................................................................................................................................... 68
• Sixteenth resolution .................................................................................................................................... 68
• Seventeenth resolution ............................................................................................................................... 68
• Note 1 - Significant events during the fiscal year and events after the closing ..................................... 84
• Note 2 - Preparation principles for the OSEO group consolidated financial statements ...................... 84
• Note 3 - Applicable accounting standards ................................................................................................ 86
• Note 4 - Scope of consolidation ................................................................................................................. 87
• Note 5 - Accounting principles and assessment methods ...................................................................... 88
• Note 6 - Notes to the balance sheet ......................................................................................................... 103
• Note 7 - Notes relative to the profit and loss statement ......................................................................... 122
• Note 8 - Exposure, management and measurement of risks ................................................................. 126
• Note 9 - Personnel benefits and other remuneration.............................................................................. 144
• Note 10 - Sector-specific information ...................................................................................................... 147
• Note 11 - Financing and guarantee commitments .................................................................................. 148
• Note 12 - Other information....................................................................................................................... 148
The creation of the Bank for Public Investment (BPI) was announced by the Ministry for the Economy on 6
June 2012. Law no.2012-1559 of 31 December 2012 amending order no.2005-722 of 29 June 2005
established the legal framework providing for the creation of the BPI, a common holding company that
will include OSEO, CDC Entreprises and the Strategic Investment Fund, as well as its governance
provisions. This law will be implemented in 2013. ............................................................................... 167
• Information included for reference........................................................................................................... 217
• Trend information ..................................................................................................................................... 217
• Legal proceedings and arbitration ........................................................................................................... 217
• Significant change in the issuer’s financial position.............................................................................. 218
• Conflicts of interest on the levels of the administration and management bodies ............................. 218
• Documents accessible to the public ........................................................................................................ 218
83
statements
Note 1 - Significant events during the fiscal year and events after the closing
1.1. Significant events during the fiscal year
Capital increase in creation of OSEO Industrie
On 2 March 2012, the Extraordinary General Meeting of the OSEO public limited company decided to carry out a
capital increase in two successive operations each of €500 million. The first operation was subscribed to the
amount of €538.9 million on 30 June 2012 and resulted in the issue of 19,510,298 new shares each at the price
of €27.62, including issue premium.
After this capital increase intended to strengthen the own funds in the context of strong activity, notably in favour
of industry, the OSEO capital was increased to €750.9 million, consisting of 93,857,598 shares with a face value
of €8 (cf. shareholders equity variation table).
At the same time, OSEO subscribed for 124,999,993 shares with a face value of €8, with 50% paid up at the time
of the creation of OSEO Industrie on 12 April 2012.
Disposal of part of the portfolio of financial assets held to maturity.
Further to the policy of pooling public cash, and in view of the discussions relative to the application of this policy
between OSEO and the Ministry for the Economy, Finance and Industry, the disposal before maturity of part of
the portfolio of financial assets held to maturity of certain of the guarantee funds allocated by the State was
imposed on OSEO.
84
After the 30 June 2012 reclassification of part of this portfolio as financial assets available for sale, in October
2012, 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. The cash resulting from these disposals was centralised with the
Agence France Trésor.
1.2. Events after the closing
The creation of the Bank for Public Investment (BPI) was announced by the Ministry for the Economy on 6 June
2012. Law no.2012-1559 of 31 December 2012 amending order no.2005-722 of 29 June 2005 established the
legal framework providing for the creation of the BPI, a common holding company that will include OSEO, CDC
Entreprises and the Strategic Investment Fund, as well as its governance provisions. This law will be
implemented in 2013.
Note 2 - Preparation principles for the OSEO group consolidated financial statements
Pursuant to regulation EC no. 1606/2002, the consolidated financial statements of the OSEO group are prepared
using the international IAS/IFRS accounting standards in effect within the European Union as on 31/12/2012.
2.1. Consolidation principles
General principle
The OSEO group consolidated financial statements include all of the companies under exclusive control, 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 these general principles and the provisions contained in the IAS 27 “Consolidated and Separate
Financial Statements”, IAS 28 “Investments in Associates” and IAS 31 “Interests in Joint Ventures” standards, 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
Exclusive control consists of the power to direct a company’s financial and operational policies, and results either
from the direct or indirect holding of the majority of the voting rights, or from the appointment of a majority of the
members of the management bodies, or from the right to exercise a dominating influence as a result of a
management contract or of articles of association.
Joint control is the sharing, pursuant to a contractual agreement, of an entity’s control between a limited number
of associates or shareholders, such that the financial and operational policies result from their agreement.
Strategic financial and operational decisions require unanimous agreement of the parties sharing control.
Significant influence results from the ability to take part in a company’s financial and operational policies, but
without having control. It can notably result from representation in the management or supervisory bodies,
participation in the strategic decisions, the existence of significant inter-company operations, the exchange of
management personnel or technical dependency links. The situation of notable influence is presumed when the
group directly or indirectly holds at least 20% of the voting rights.
To assess the nature of the group’s control over an entity, the perimeter of voting rights to be taken into
consideration includes the potential voting rights, as of the moment when they can be exercised or converted.
These potential voting rights can, for example, result from options to purchase ordinary shares existing on the
market, or the conversion of bonds into new ordinary shares, or even share warrants attached to other financial
instruments. However, potential voting rights are not taken into account in the determination of the interest
percentage.
Special case of the venture capital activity
Minority interests held by the group’s venture capital entities are excluded from the consolidation perimeter in
view of the negligible nature of these interests relative to the overall consolidated financial statements.
They are recorded in the category of “Financial assets at fair value through profit or loss”.
2.2. Consolidation method
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
proportional integration method.
The accounts of companies in which the group exercises notable influence are consolidated on an equity basis.
85
statements
2.3. Presentation of the financial statements and closing date
Presentation of the consolidated financial statements
The presentation of the synopsis documents is compliant with the one proposed by recommendation no. 2009-R04 of 2 July 2009 from the Conseil national de la comptabilité (National accounting council) relative to the format
of summary documents of lending institutions and investment companies using the international accounting
reference base, after the revision of standard IAS 1.
Closing date
All companies included in the scope of consolidation close their annual financial statements on 31 December.
2.4. 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 from internal disposal operations and accelerated depreciations are entirely neutralised.
2.5. Goodwill
86
The acquisition cost is equal to the total of the fair values, on the acquisition date, of the delivered assets,
accrued or assumed liabilities and of the shareholders equity instruments issued in exchange for control of the
acquired entity. The costs directly relating to the operation are included in the acquisition costs.
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. The 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 or proportionally 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 through profit or loss.
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.
Note 3 - Applicable accounting standards
Applicable accounting standards on 31 December 2012
The 2012 consolidated financial statements are prepared in compliance with the IFRS reference base as adopted
by the European Union and applicable on 31 December 2012.
Moreover, the OSEO group is not applying the standards, interpretations and amendments that are only
optionally applicable at the present time.
Accounting standards applicable as of 1 January 2013
The European Union has adopted new standards that will take mandatory effect as of 1 January 2013. They are
not applied early by the Group on 31 December 2012.
The application of these new provisions should not have any material incidence on the OSEO consolidated
financial statements.
Note 4 - Scope of consolidation
The OSEO group scope of consolidation to 31 December 2012 changed relative to the closing of the consolidated
financial statements to 31 December 2011. It includes the financial statements of the OSEO Industrie company
that was created in the 1st half of 2012, which has been consolidated since the 30 June 2012 by full consolidation.
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.
List of consolidated companies
Full consolidation
31/12/12
holding %
31/12/12
control %
31/12/11
control %
> SA OSEO SA
27-31 av. du Général Leclerc - 94700 MAISONS-ALFORT
100.00
100.00
100.00
> OSEO Industrie
100.00
100.00
0.00
> OSEO Régions
52.49
52.49
52.49
> AUXI-CONSEIL
100.00
100.00
100.00
> AUXI-FINANCES
100.00
100.00
100.00
73.22
73.22
73.22
58.19
58.19
58.19
50.00
50.00
50.00
100.00
100.00
100.00
40.69
40.69
40.68
> AVENIR ENTREPRISES INVESTISSEMENT
87
Compartment No.1 of the AED FCPR (venture capital mutual fund)
137 rue de l’Université - 75007 PARIS
> AVENIR TOURISME
Compartment No.2 of the AED FCPR (venture capital mutual fund)
137 rue de l’Université - 75007 PARIS
> FCT PROXIMITE PME
41 rue Délizy - 93500 PANTIN
> COMPAGNIE AUXILIAIRE OSEO
Equity method
> ALSABAIL
7 Place Brant - 67000 STRASBOURG
statements
Note 5 - Accounting principles and assessment methods
5.1. Determination of the fair value of financial instruments
The financial assets and liabilities in the “fair value through profit or loss” category and the assets in the “Financial
assets available for sale” category are assessed and recognised using their fair value. This corresponds with the
amount for which an asset could be exchanged or a liability settled, between knowledgeable and willing parties in
an arm’s length transaction. 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).
The three levels of fair value
The standard defines three fair value levels depending on whether or not the instrument is quoted on an active
market (level 1), if its valuation uses valuation techniques relying on observable market data (level 2), or relying
on unobservable data (level 3).
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.
88
Fair value of financial assets and liabilities recognised at cost
The fair value amounts of financial assets and liabilities recognised at cost 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 best estimate corresponds with the instrument’s market price when the latter is handled on an active market
(prices listed and disseminated).
In the absence of a market, the fair value is determined using an appropriate method that complies with the
assessment methodologies used on the financial markets, primarily the discounting of estimated future flows.
Moreover, in a certain number of cases, the market values come close to the book value. Specifically:
•
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,
•
short-term assets or liabilities for which it is considered that the redemption value is close to the market
value,
•
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 no. 2086/2004) and completed by the regulation of 15 November
2005 (EC no. 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.
OSEO 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.
89
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.
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
Counterparties not impaired on an individual basis are the subject of an analysis using 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 amount of the collective depreciation is calculated on the basis of the losses.
statements
On 30 June 2012, new provisions for the calculation of the depreciation on a collective basis of the sound
financing outstandings were implemented.
The assessment model for collective depreciations 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
depreciations were provisioned on the basis of loss rates per product resulting from market practices.
The impact of this accounting estimation change on the €350 million amount of this collective depreciation
therefore consisted of a write-back of €2.7 million.
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
90
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 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. This notably pertains to convertible bonds held by the group.
5.2.3. Held-to-maturity financial assets
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 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. Financial 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.
Securities available for sale are initially recognised at their acquisition price, including transaction costs and
accrued coupons. 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. Repo operations
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”.
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.
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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. Redeemable subordinated securities and open duration securities are notably recognised in this
heading.
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 OSEO 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.
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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.
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 OSEO 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 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.
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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.
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.
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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.
In view of the conditions set down by the IAS 32 standard for the analysis of the substance of these instruments,
and given their intrinsic characteristics, subordinate securities of indefinite duration issued by the group are
qualified as debt instruments.
OSEO reserve fund
The reserve fund has been created by former OSEO garantie shareholders; the purpose of this advance is to
hedge the outstanding guaranteed loans that it backs.
In view of the discretionary nature of the decision to pay interest to the bearers, as well as their repayment as
decided upon by the shareholders, the OSEO 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:
•
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
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In compliance with the IAS 16 and IAS 38 standards, 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.
Fixed assets are recorded at their acquisition cost, possibly increased by the acquisition expenses that are
directly attributable to them.
The OSEO group applies the asset recognition method by component to all of its buildings.
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:
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•
software programs: 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 buildings
In compliance with IAS 40 standard, 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 OSEO group provides its employees with various types of benefits, falling into four categories:
Short-term benefits
Short-term benefits primarily include salaries, holidays, mandatory and voluntary profit sharing, 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.
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.
Termination benefits
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.
Post-employment benefits
The post-employment personnel benefits include the retirement compensation and the bank retirement
supplements.
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).
The group’s social commitments, which are not covered by contributions listed as expenses and paid to
retirement or insurance funds, are provisioned in the balance sheet’s liabilities.
The commitments 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. 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 commitments takes into account the
value of the assets established in order to hedge the commitments and actuarial elements.
The actuarial discrepancies of the post-employment benefits, that represent differences related to the calculation
hypotheses (early departures, discounting rate, etc.) or that are calculated between the actuarial hypotheses and
reality (yield of the hedge assets, etc.) are recognised directly through profit or loss.
The annual expense for the defined benefit plans includes the cost of the services rendered for that year, the
financial cost related to the discounting of the commitments, the actual yields of the hedge assets and, possibly,
the elements of the actuarial discrepancies or of the cost of the past services resulting from possible
modifications to plans, as well as consequences of possible reductions and liquidations of plans.
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statements
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. This obligation’s amount is discounted in order to determine the provision amount, provided
this discounting is significant in nature.
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 OSEO
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.
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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
OSEO, a subsidiary of the Epic BPI-Groupe, is the parent company of a tax integration group that includes the
companies Auxiconseil, Auxifinances and Compagnie Auxiliaire OSEO.
5.17. Interest income and expense
In compliance with CNC recommendation no. 2009-R-04 of 2 July 2009, 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.
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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. Personnel costs
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. Guarantee activity
5.23.1. 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.
statements
Most of the guarantee commitments are carried by SA OSEO and OSEO régions, and are backed by guarantee
funds. Information on the progress of its credit risk is primarily supplied to OSEO by its banking partners.
When OSEO is informed by a partner bank of an overdue instalment, 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.
When OSEO 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.
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The fair value of the guarantees is recognised as a balance sheet liability under the “Provisions” heading, as is
the case of the known risk associated with the outstandings categorised as compromised doubtful outstandings.
The impact on the earnings of the OSEO group is nil as long as the associated guarantee funds are not used up,
as future non-recognised litigation is charged against the guarantee funds.
5.23.2. 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 OSEO. 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”.
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”.
5.24. 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 at a loss (not reimbursed after the innovation activity) 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. Moreover, in both cases, the innovation activity is not compensated for
this activity as an intermediary.
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.
Pursuant to IAS 20, 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.
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 accordance with the payment of the subsidies to the beneficiaries and the occurrence of findings of
failures or of the recognition of the depreciation of repayable advances.
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statements
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.
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.
5.25. Cash and cash equivalents
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The cash and cash equivalents heading includes the cash in hand and demand deposits, the very liquid shortterm 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.
5.26. Usage of estimates in the preparation of the Financial Statements
The preparation of the financial statements requires the formulation of assumptions 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, etc.
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 over-the-counter and
included in the “Financial Assets or Liabilities assessed at their fair value through profit or loss” (notably
rate swaps),
•
the future and non-recognised litigation associated with the financial guarantees provided by OSEO SA
and OSEO Regions,
•
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 are
established on the basis of hypotheses regarding the discounting rate, personnel rotation rate and the
evolution of the wages. The yield rates of the assets used to hedge social commitments are also based on
estimates,
•
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 “Non-current”.
6.1. Cash and central banks (assets and liabilities)
(In € millions)
2011
2012
103
Assets
Cash, Central banks
115.0
81.5
Total assets
115.0
81.5
Liabilities
Central banks
3.0
81.4
Total liabilities
3.0
81.4
statements
6.2. Financial assets and liabilities at fair value through profit or loss
2012
(In € millions)
Financial assets held for trading purposes
2011
0.0
0.0
2.0
1.8
79.5
63.6
0.0
0.0
81.5
65.4
Interest rate derivative instruments
0.0
0.0
Exchange rate derivative instruments
0.0
0.0
Derivative instruments on equities and indices
Total derivative instruments at fair value through profit or loss
0.0
0.0
0.0
0.0
81.5
65.4
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
Total financial assets at fair value through profit or loss on option
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
104
Breakdown of the Financial assets at fair value through profit or loss, between current and non-current
elements
2012
(In € millions)
2011
Current
Non-current
1.9
79.6
0.0
65.4
Total
81.5
65.4
Financial assets at fair value through profit or loss by fair value level
(In € millions)
Level 1
Level 2
Level 3
Total
Financial assets at fair value through profit or loss on option
0.6
2.0
78.9
2.0
79.5
Total financial assets at fair value through profit or loss on option
0.0
0.6
80.9
81.5
Total financial assets at fair value through profit or loss
0.0
0.6
80.9
81.5
Financial liabilities at fair value through profit or loss
2012
(In € millions)
2011
Financial liabilities held for trading purposes
Financial liabilities at fair value through profit or loss on option
Debts owed to customers
Other financial liabilities
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Total financial liabilities at fair value through profit or loss on option
0.0
0.0
Derivative instruments at fair value through profit or loss
0.0
5.1
0.0
0.0
4.9
0.0
5.1
4.9
Total financial liabilities at fair value through profit or loss
5.1
4.9
Breakdown of the Financial liabilities at fair value through profit or loss, between current and non-current
elements
2012
(In € millions)
Current
Non-current
Total
2011
0.0
5.1
0.0
4.9
5.1
4.9
Credit risk associated with the financial liabilities at fair value through profit or loss
Book value
(In € millions)
Total amount of fair
value variations
attributable to the
credit risk
Difference between the
book value and the
contractually owed
amount at maturity
Financial liabilities held for trading purposes
Financial liabilities at fair value through profit or loss on option
- Interest rate derivative instruments
- Exchange rate derivative instruments
- Derivative instruments on equities and indices
0.0
0.0
5.1
0.0
5.1
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
5.1
0.0
0.0
5.1
0.0
0.0
105
statements
Financial liabilities at fair value through profit or loss by fair value level
(In € millions)
Level 1
Level 2
Level 3
Total
0.0
5.1
5.1
0.0
5.1
0.0
5.1
0.0
5.1
0.0
5.1
6.3. Derivative hedge instruments (assets and liabilities)
Asset hedging derivative instruments
2012
(In € millions)
106
Fair value derivative hedge instruments
Cash flow derivative hedge instruments
Total derivative hedge instruments (assets)
Individual hedging
2011
503.9
503.9
0.0
0.0
0.0
503.9
503.9
0.0
394.2
394.2
0.0
0.0
0.0
394.2
394.2
0.0
* of which fair value hedging
0.0
0.0
* of which cash flow hedging:
0.0
0.0
503.9
0.0
503.9
394.2
0.0
394.2
Portfolio rate hedging (fair value hived-off global hedging)
Portfolio rate hedging (cash flow hedge)
Asset hedging derivative instruments by fair value level
(In € millions)
Level 1
Level 2
Level 3
503.9
Total
503.9
0.0
503.9
0.0
503.9
0.0
503.9
0.0
503.9
Derivative hedge instruments - liabilities
2012
(In € millions)
2011
Cash flow derivative hedge instruments
Total derivative hedge instruments (liabilities)
593.4
593.4
0.0
0.0
0.0
593.4
481.9
481.9
0.0
0.0
0.0
481.9
Individual hedging
593.4
0.0
481.9
0.0
* of which fair value hedging
0.0
0.0
* of which cash flow hedging:
0.0
0.0
Portfolio rate hedging (fair value hived-off global hedging)
Portfolio rate hedging (cash flow macro-hedge)
593.4
0.0
481.9
0.0
593.4
481.9
Breakdown of the inefficiency of the fair value hedge
2012
(In € millions)
Fair value variation of the hedged element
Fair value variation of the hedge instrument
Total
2011
107
0.6
0.0
1.8
0.0
0.6
1.8
Liability hedging derivative instruments by fair value level
(In € millions)
Level 1
Level 2
Level 3
593.4
Total
593.4
0.0
593.4
0.0
593.4
0.0
593.4
0.0
593.4
statements
6.4. Financial assets available for sale
2012
(In € millions)
Negotiable debt instruments
Bonds
Government bonds
Other bonds
2011
312.2
108.8
292.1
692.8
107.2
691.2
1.6
1.6
Non-consolidated equity securities
Depreciation on assets available for sale
39.9
21.6
-10.5
43.9
21.8
-12.8
Total financial assets available for sale
472.0
1,037.8
Variation table of the impairments
2012
(In € millions)
2011
Balance on 1 January
12.8
16.6
Fiscal year impairment
Impairment losses
Depreciation write-back
-2.3
1.2
-3.5
-3.8
0.2
-4.0
Balance on 31 December
10.5
12.8
108
Breakdown of the Financial assets available for sale, between current and non-current elements
2012
(In € millions)
2011
Current
334.4
997.9
Non-current
Total
137.6
472.0
39.9
1,037.8
Financial assets available for sale by fair value level
(In € millions)
Government bonds
Other bonds
Total financial assets available for sale
Level 1
Level 2
Level 3
312.2
51.0
312.2
107.2
1.6
51.0
51.0
472.0
107.2
1.6
107.2
313.8
Total
6.5. Loans and receivables owed by lending institutions
(In € millions)
2012
2011
Ordinary accounts receivable
Term loans
Individual impairment of loans and receivables
Collective impairment of loans and receivables
Inter-company receivables
275.7
118.5
0.0
0.0
0.3
202.3
54.8
0.0
0.0
0.4
Total loans and receivables owed by lending institutions
394.5
257.5
Fair value of the loans and receivables owed by lending institutions
395.3
259.1
Breakdown of the Loans and receivables owed by institutions, between current and non-current elements
(In € millions)
2012
2011
Current
Non-current
303.3
91.2
212.6
44.9
Total
394.5
257.5
109
6.6. Loans and receivables due from customers
(In € millions)
2012
2011
Ordinary accounts receivable, advances on TAP7
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
Accounts opened with the State - Agence France Trésor
Total loans and receivables owed by the clientele
15.6
933.1
7,072.2
161.7
3,157.7
-226.7
-368.4
31.3
4,780.5
15,557.0
17.0
712.3
5,820.2
121.2
2,199.6
-206.4
-284.0
25.9
620.7
9,026.5
Fair value of the loans and receivables owed by the clientele
16,099.9
9,376.5
7
Translator's note: Unable to verify the acronym
statements
Variation tables of the individual impairment
2012
FCT (ShortPLMT (Long
Term
and MediumFinancing)
Term Loans) (1)
(2)
188.5
17.2
(In € millions)
Total
Other
0.7
206.4
Individual impairment expense
Individual depreciation write-back
Accretion effect
Other movements (3)
17.7
25.3
-19.8
-1.3
13.5
2.6
1.9
-2.1
0.0
2.8
0.0
0.1
-0.1
0.0
0.0
20.3
27.3
-22.0
-1.3
16.3
206.2
19.8
0.7
226.7
(1) Cofinancing activity - Medium and Long-Term Loans (PMLT)
(2) Short-Term Financing Activity
(3) The other movements primarily relate to the allocated guarantee funds
2011
PLMT (Long and Medium-Term Loans) (1) FCT (Short-Term Financing) (2) Other Total
159.8
14.0
0.6 174.4
28.7
3.2
0.1 32.0
13.5
2.2
0.1 15.8
-17.7
-2.4
0.0 -20.1
Accretion effect
-1.5
0.0
0.0 -1.5
Other movements (3)
34.4
3.4
0.0 37.8
188.5
17.2
0.7 206.4
(In € millions)
110
Variation tables of the collective impairment
(In € millions)
2012
PLMT (long and medium-term loans) FCT (Short-Term Financing) Other Total
284.0
0.0
0.0 284.0
Depreciation charges net of available write-backs
Collective depreciation write-back
Other movements
69.3
59.4
-23.3
33.2
15.1
4.7
-2.4
12.8
0.0 84.4
0.0 64.1
0.0 -25.7
0.0 46.0
353.3
15.1
0.0 368.4
(In € millions)
Other movements
2011
PLMT (long and medium-term loans) FCT (Short-Term Financing) Other Total
233.9
0.0
0.0 233.9
50.1
21.2
-8.0
36.9
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
50.1
21.2
-8.0
36.9
284.0
0.0
0.0 284.0
Breakdown of the Loans and receivables owed by the clientele, between current and non-current
elements
2012
(In € millions)
Current
Non-current
Total
2011
6,848.2
8,708.8
2,193.2
6,833.3
15,557.0
9,026.5
6.7. Finance lease and equivalent operations
2012
(In € millions)
2011
Real estate leasing (CBI) and equivalent operations
Equipment leasing (CBM) and equivalent operations
Individual impairment
Collective impairment
3,463.2
1,482.0
22.7
-49.9
-96.2
3,065.7
1,355.4
24.2
-48.8
-103.1
Total finance lease and equivalent operations
4,821.8
4,293.4
Fair value of finance lease and equivalent operations
5,113.6
4,490.9
111
Variation table of the individual impairments
(In € millions)
Other movements (1)
CBI (real
estate
leasing)
20.6
3.4
8.5
-4.2
-0.9
24.0
2012
CBM
(equipment
leasing)
28.2
-2.3
10.4
-12.6
-0.1
25.9
Total
48.8
1.1
18.9
-16.8
-1.0
49.9
(1) The other movements primarily relate to the allocated guarantee funds
(In € millions)
Other movements (1)
2011
CBI (real estate leasing) CBM (equipment leasing) Total
22.5
31.5 54.0
-1.9
5.2
-9.0
1.9
20.6
-3.3 -5.2
12.2 17.4
-15.6 -24.6
0.1
2.0
28.2 48.8
statements
Variation table of the collective impairments
2012
(In € millions)
88.9
14.2 103.1
-14.9
-8.5
-6.4
8.0 -6.9
11.9
3.4
-3.9 -10.3
74.0
22.2
96.2
2011
(In € millions)
82.3
15.8 98.1
6.6
5.3
1.3
88.9
-1.6
5.0
2.1
7.4
-3.7 -2.4
14.2 103.1
112
Breakdown of the Finance lease operations, between current and non-current elements
(In € millions)
Current
Non-current
Total
2012
2011
729.5
4,092.3
668.7
3,624.7
4,821.8
4,293.4
6.8. Innovation financing aids
(In € millions)
Innovation repayable advances
Individual impairment
Collective impairment
2012
2011
1,351.6
-249.0
-457.2
1,319.0
-200.7
-517.3
Total aid for financing innovation
645.4
601.0
Fair value of the aid for financing innovation
645.4
601.0
6.9. Held-to-maturity financial assets
(In € millions)
2012
2011
Bonds
Government bonds
Other bonds
Impairment of financial assets held until maturity
282.0
5,067.3
4,743.8
323.5
0.0
1,285.2
6,946.5
4,895.9
2,050.6
0.0
Total financial assets held until maturity
5,349.3
8,231.7
Fair value of the financial assets held until maturity
5,848.8
8,395.6
Breakdown of the Financial assets held until maturity, between current and non-current elements
(In € millions)
2012
2011
Current
Non-current
415.8
4,933.5
2,101.9
6,129.8
Total
5,349.3
8,231.7
6.10. Current and deferred tax assets and liabilities
113
(In € millions)
2012
Current tax
Deferred tax
Current and deferred tax assets
Current tax
Deferred tax
Current and deferred tax liabilities
2011
54.2
1.8
56.0
39.8
11.1
50.9
1.8
0.0
1.8
1.4
0.0
1.4
6.11. Accruals, miscellaneous assets and liabilities
Accruals and other assets
(In € millions)
2012
2011
Present value of the commissions to be received relative to the
guarantee funds (guarantee activity)
Deferred expenses
Accrued income
Automatic direct debits in progress
Other
147.5
49.2
6.8
0.8
43.8
124.5
16.7
9.1
97.6
43.2
Total of the accruals and deferred income
248.1
291.1
statements
Other assets
(In € millions)
2012
Settlement accounts for securities transactions
Guarantee margins paid on reverse repo operations 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
2011
0.7
224.2
748.2
14.4
70.0
10.9
0.7
186.6
753.8
56.4
38.0
11.0
1,068.4
1,046.5
Accruals and deferred expenses
(In € millions)
114
2012
2011
Subsidies to be paid (innovation)
Other deferred income
Other tax and social charges to be paid
Other charges to be paid
Other
599.9
20.0
55.0
6.9
81.7
546.7
45.0
47.4
21.1
59.4
Total of the accruals and deferred expenses
763.5
719.6
Other liabilities
(In € millions)
2012
2011
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
Sundry creditors
6.9
4.0
175.9
1,208.5
10.2
49.6
495.1
13.4
123.2
8.9
4.1
98.0
974.1
24.3
43.1
479.0
9.7
73.3
Total other liabilities
2,086.8
1,714.5
6.12. Investment buildings
2012
(In € millions)
2011
Gross value of land and buildings
Amortisations and depreciations
17.7
-5.4
17.7
-5.1
Total investment buildings
12.3
12.6
Fair value of investment buildings
15.4
16.5
6.13. Tangible and intangible assets (excluding goodwill)
2012
(In € millions)
1 - Tangible fixed assets
1.1 - Land and buildings
Net amount
1.2 - Other tangible fixed assets
Net amount
Total tangible fixed assets
2 - Intangible fixed assets
2.1 - Software programs
Net amount
2.2 - Other intangible fixed assets
Net amount
Total intangible fixed assets
(In € millions)
Gross amount on 31/12/2011
Acquisitions
Exits
Other movements
Total depreciation on 31/12/2012
Net amount on 31/12/2012
2011
123.4
-47.7
75.7
19.9
-14.9
5.0
120.5
-43.9
76.6
21.2
-15.9
5.3
80.7
81.9
121.1
-80.9
40.2
1.2
0.0
1.2
102.7
-67.9
34.8
1.2
0.0
1.2
41.4
36.0
Land and buildings
Other tangible fixed
assets
120.5
3.2
-1.2
0.9
123.4
-47.7
75.7
21.2
1.8
-3.1
0.0
19.9
-14.9
5.0
Software programs
102.7
18.8
-0.4
0.0
121.1
-80.9
40.2
Other intangible
fixed assets
1.2
0.0
0.0
0.0
1.2
0.0
1.2
115
statements
6.14. Debts to credit institutions
2012
(In € millions)
Demand and overnight debts
Ordinary deposits and accounts
Overnight borrowings and accounts
Term debts
Term borrowings and accounts
2011
5.6
5.6
0.0
10,266.1
6,642.9
4.0
4.0
0.0
10,165.4
7,257.0
. of which Codevi / Livret Développement Durable resources
4,701.0
5,761.1
. of which EIB, KfW and BDCE resources
900.0
940.0
. of which refinancing with the European Central Bank
500.0
0.0
Securities sold on repo
Associated liabilities
3,623.2
73.4
2,908.4
101.1
Total debts to lending institutions
10,345.1
10,270.5
Fair value of the debts to lending institutions
10,387.0
10,311.9
Breakdown of the Debts to lending institutions, between current and non-current elements
116
2012
(In € millions)
Current
Non-current
Total
2011
4,238.5
6,106.6
4,270.7
5,999.8
10,345.1
10,270.5
6.15. Debts owed to customers
(In € millions)
Demand and overnight debts
Ordinary deposits and accounts
Overnight accounts and borrowing
Term debts
Term borrowings and accounts
. of which EPIC BPI-Groupe (ex-EPIC OSEO) loans
Advance from State shareholder
Associated liabilities of the shareholder’s advance
2012
2011
153.1
153.1
0.0
2,104.5
2,081.9
1,624.4
87.9
87.9
0.0
1,779.1
1,718.4
1,434.2
22.6
19.4
300.0
0.0
60.7
18.2
300.0
2.0
Total debts due to customers
2,577.0
2,187.2
Fair value of the debts due to customers
2,709.6
2,304.6
Breakdown of the Debts owed by the clientele, between current and non-current elements
2012
(In € millions)
Current
Non-current
Total
2011
419.4
2,157.6
326.1
1,861.1
2,577.0
2,187.2
6.16. Debt securities
2012
(In € millions)
Bond issues
2011
4,243.2
1,639.2
61.0
61.0
EMTN (*) 2011
1,200.0
1,200.0
EMTN (*) 2012
2,613.9
0.0
Revaluation of micro-hedged loans (net of issue costs)
-31.7
-21.8
FCT Proximité PME December 2010
200.0
200.0
200.0
200.0
1,293.4
1,414.8
36.0
11.7
Total debts represented by a security
5,572.6
3,065.7
Fair value of the debts represented by a security
5,572.6
3,065.7
Bond loan OSEO 1995
PIBOR maturity 20/11/15
117
FCT Proximité PME March 2011
Euribor maturity 25/12/25
Euribor maturity 25/12/25
(*)
As a supplement to the €61 million bond loan maturing on 20/11/2015, OSEO SA set up an EMTN (Euro Medium Term Notes) programme to the
amount of €8 billion, approved by the AMF (Financial Markets Authority) in July 2011 and updated on 21 June 2012.
The issues of securities carried out within this framework have the EPIC BPI-Groupe guarantee and are rated Aa1 on 31/12/2012, provided by the
Moody’s agency.
Breakdown of the Debts represented by a security, between current and non-current elements
(In € millions)
Current
Non-current
Total
2012
2011
1,328.9
4,243.7
1,424.5
1,641.2
5,572.6
3,065.7
statements
6.17. Impairment and provisions
Provisions
(In € millions)
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
Total provisions
118
2012
2011
3.1
2.7
15.1
1,424.8
296.1
18.0
3.0
2.4
16.3
1,330.3
335.7
15.0
1,759.8
1,702.7
Table of depreciation flows and provisions
nonDepreciations
Allocations
Write-backs
Write-backs
Risks
recoverable
Impact
and
to
of
of
Other
Depreciations
charged
receivables
Recoveries
on
Provisions
Depreciations
Depreciations
Depreciations
variations
and Provisions
to the
not covered
on
the
on 31/12/11
and Provisions
and Provisions
and Provisions
on 31/12/12
guarantee
by
amortised
earnings
Available
used (1)
fund
provisions
receivables
(3)
(in millions of euros)
(2)
Depreciations and provisions for doubtful loans
and credit risks - Fair value of the guarantees given
- Depreciations of doubtful loans
1 976,9
1 187,6
538,2
266,8
-189,1
2 170,4
588,3
9,1
5,5
-64,7
256,5
46,2
17,5
21,3
14,0
277,9
0,0
8,7
5,5
-31,9
. Interbank loans
0,0
0,0
0,0
0,0
0,0
0,0
0,0
0,0
0,0
0,0
. Clientele loans
206,4
27,3
3,2
18,8
15,0
226,7
0,0
6,1
2,9
-27,3
. Leasing transactions (excl. interest)
48,8
18,9
14,3
2,5
-1,0
49,9
0,0
2,6
2,6
-4,6
. Operations with securities
1,2
0,0
0,0
0,0
0,0
1,2
0,0
0,0
0,0
0,0
. Sundry debtors
0,1
0,0
0,0
0,0
0,0
0,1
0,0
0,0
0,0
0,0
-1,3
- Provisions on credit risks
3,0
979,4
484,7
245,5
-249,1
3,1
493,8
0,4
0,0
1 330,3
94,5
0,0
0,0
0,0
1 424,8
94,5
0,0
0,0
0,0
387,1
67,5
36,0
0,0
46,0
464,6
0,0
0,0
0,0
-31,5
15,0
12,3
8,1
1,2
0,0
18,0
Depreciation on aid for financing innovation
718,0
83,1
148,7
0,0
53,8
706,2
Provisions for innovation aid commitments
335,7
0,2
34,2
0,0
-5,6
296,1
17,8
- Fair value of the guarantees
- Collective depreciations
Prov. for misc. operating contingencies
Other provisions
- Provisions for restructuring
- Provisions for employee benefit commitments
18,7
3,7
0,3
4,3
0,0
2,4
1,3
0,0
1,0
0,0
2,7
16,3
2,4
0,3
3,3
0,0
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 amortised receivables
119
6.18. Net innovation intervention resources
(In € millions)
2012
ISI Innovation aid (Innovation Stratégie Industrielle)
Industrial innovation mobilising programme - ISI 2008 (PMII - 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)
Strategic sectors
Total of the net innovation intervention resources
2011
206.2
111.7
58.5
39.3
86.4
295.5
14.5
108.9
317.9
0.0
247.2
299.5
43.1
68.6
951.4
945.9
(In € millions)
120
Net innovation intervention resources on 31/12/2011
2012 allocations (net balance)
Reimbursements and redeployments
Subsidies
Provisions, losses and recognised failures
Financial earnings and charges
Miscellaneous proceeds
Appraisals and miscellaneous expenses
Net innovation intervention resources on 31/12/2012
945.9
385.3
-0.4
-314.6
-67.1
0.1
10.5
-8.3
951.4
6.19. Public guarantee funds
(In € millions)
Reserve funds
AFT (Agence France Trésor)
CDC
Hived-off assets
Other Funds
OSEO Regions funds
Total of the public guarantee funds
2012
888.2
852.5
24.3
24.6
105.0
264.6
2,159.2
2011
868.2
1,045.0
36.2
7.3
105.6
235.3
2,297.6
(In € millions)
Public guarantee funds on 31/12/2011
2,297.6
Appropriations to 2012 guarantee funds (net balance)
Repayments of guarantee funds
Guarantee commissions
Financial proceeds and recoveries
Cost of risk
Discounted provisions
Public guarantee funds on 31/12/2012
146.1
-67.9
97.5
283.9
-541.2
-56.8
2,159.2
6.20. Subordinated debts
(In € millions)
2012
2011
Subordinated perpetual debt
Mutual guarantee deposits
0.0
14.7
0.0
26.3
14.7
0.2
Total subordinated debts
14.7
41.2
Fair value of subordinated debts (1)
14.7
41.2
121
(1) The subordinated perpetual debts are intended to be repaid at par, in the short term. As such, their fair value is equal to their balance sheet value.
Breakdown of the Subordinated debts, between current and non-current elements
(In € millions)
2012
2011
Current
Non-current
14.3
0.4
14.6
26.6
Total
14.7
41.2
OSEO’s subordinated debt consists of subordinated perpetual notes (TSDI) which are classed as complementary
own funds under French and international regulations.
These subordinated securities are equivalent to the lowest ranking receivables that would, in the event of the
company being dissolved, be repaid only after all other creditors had been paid off. Early redemption of
subordinated debt, by purchases on the Bourse or by exercise of an option defined in the contract, requires the
prior approval of the Prudential Control Authority.
In the case of subordinated perpetual notes, the issuer may decide to defer the payment of interest if the Ordinary
General Meeting called to approve the annual financial statements finds that there is no profit to be distributed.
In fiscal 2012, all of the subordinated perpetual notes (TSDI) were paid back.
6.21. Equivalent of foreign currency transactions
(In € millions)
2012
Assets
Liabilities
2011
1.6
14.5
24.4
64.6
These net balance sheet positions are hedged using financial instruments negotiated over-the-counter (forward
foreign currency and exchange swaps).
Note 7 - Notes relative to the profit and loss statement
7.1. Interest income and expense
Interest income
(In € millions)
2012
Transactions with lending institutions
122
2011
27.4
16.5
Customer loans
Medium and long-term loans
Miscellaneous credits
Subordinated debts
Variation of discounted future guarantee commissions
0.1
22.6
223.4
261.8
5.9
22.9
0.3
25.4
193.7
234.8
5.0
-1.1
Subtotal customer loans
536.7
458.1
Finance lease operations
Rents
Depreciation charges
Allowances for special depreciations (Art. 64 and Art. 57)
Net movements on depreciation of termination compensation
Other income
887.4
-632.9
-78.4
-8.5
97.3
843.5
-601.6
-72.1
-18.0
101.6
Subtotal finance lease operations
264.9
253.4
67.8
187.0
44.7
195.6
214.3
0.0
203.9
263.1
673.0
503.4
Other interest and related income
0.4
0.0
Total interest and related income
1,502.4
1,231.4
Operations involving financial instruments
Capital gain from disposals of securities backing the guarantee funds (cf. note 1.1 Significant events)
Hedging derivatives
Subtotal transactions on financial instruments
Interest expense
(In € millions)
2012
2011
-195.6
-243.7
Customer loans
-165.8
-127.1
of which allocation of commission earnings to the guarantee funds
Allowances for special depreciations (Art. 64 and Art. 57)
Other expenses
-97.0
-74.4
0.0
-96.4
0.0
-90.7
Subtotal finance lease operations
-96.4
-90.7
Debt securities
Subordinated debts
Hedging derivatives
-74.4
-0,2
-248.5
-42.2
-0,4
-280.9
Subtotal operations with financial instruments
-323.1
-323.5
Other interest and similar charges
-298.8
-103.3
of which financial earnings allocated to the guarantee funds
-274.6
-91.7
-1,079.7
-888.3
Total interest and related expenses
7.2. Net gain / loss on financial instruments at fair value through profit or loss
(In € millions)
2012
2011
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
0.0
0.8
0.0
2.0
0.9
0.6
0.0
0.0
0.3
0.0
2.0
1.8
0.0
0.0
0.2
0.1
Total net gains or losses on financial instruments at the fair value through profit or loss
1.7
4.1
7.3. Net gains or losses on financial assets available for sale
(In € millions)
2012
2011
Dividends
0.9
1.0
Disposal income
Capital gain on disposal
Disposal capital losses
Depreciation write-backs
Impairment losses on variable income securities
4.8
4.7
-3.3
3.4
-1.1
9.7
8.0
-1.8
3.5
0.0
Total net gains or losses on financial assets available for sale
4.6
10.7
123
7.4. Income and expenses from other activities
2012
(In € millions)
Proceeds
Intervention allocations from partners - (innovation activity)
Operating allocations - (innovation activity)
Expenses charged back
Commission on recoveries and on insurance sold
Capital gains on stock disposals
Other income
2011
35.1
37.7
2.5
2.1
5.1
2.4
36.0
62.3
41.6
1.7
2.0
3.7
1.2
40.4
Total income from other activities
120.9
152.9
Expenses
Subsidies paid on behalf of partners
Subsidies paid on own funds
Provisions and losses on innovation aid
of which depreciation charges
Capital losses on stock disposals
Other expenses
-28.6
0.1
-5.9
-0.3
-0.3
-6.4
-16.5
-59.1
0.2
-2.5
-0.3
-0.3
-5.7
-17.0
Total expenses from other activities
-57.6
-84.4
124
7.5. General operating expenses
2012
(In € millions)
2011
Personnel expenses
Taxes and levies
Other operating expenses
Costs related to restructuring
-162.5
-23.6
-83.4
-1.3
-154.1
-15.0
-76.0
-0,4
Total general operating expenses
-270.8
-245.5
7.6. Amortisation & depreciation allowances on tangible & intangible fixed assets
2012
(In € millions)
2011
Depreciation charges
Allowances for impairment losses
Write-backs for impairment losses
-18.9
0.0
0.0
-16.9
0.0
0.0
Total amortisation and depreciation allowances on tangible and intangible fixed
assets
-18.9
-16.9
7.7. Cost of risk
2012
(In € millions)
Individual
impairment
Collective
impairment
2011
Other
liabilities
Total
Total
Net allocations to or write-backs
impairment and provisions
Non-provisioned losses
Recoveries on impaired receivables
-28.7
-8.7
5.5
-31.5
0.0
0.0
-0.9
-0.4
0.0
-61.1
-9.1
5.5
-21.9
-8.0
5.9
Total risk cost
-31.9
-31.5
-1.3
-64.7
-24.0
7.8. Taxes
Taxes on profits
2012
(In € millions)
2011
Corporation tax
Deferred tax
-40.7
-11.6
-16.5
-32.9
Total tax on profits
-52.3
-49.4
Analysis of the tax expense
2012
(In € millions)
Group share of net earnings
Share of net earnings of Minority interests
Net tax charge booked
Pre-tax income
French ordinary law taxation rate
(A)
(B)
Total theoretical tax charge
98.4
3.9
49.4
152.4
151.7
34.43
34.43
52.5
52.2
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
Other elements
-1.5
-1.7
1.4
2.0
-0.4
-4.0
1.1
0.0
1.2
-1.1
Total elements reconciled
-0.2
-2.8
52.3
49.4
Net tax charge booked
(C)=(A*B)
2011
98.1
2.0
52.3
(D)
(C) + (D)
125
Note 8 - Exposure, management and measurement of risks
8.1. General risk management organisation
This note presents the main risks associated with the financial assets and liabilities and their management by the
OSEO group.
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 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.
In general terms, the various OSEO group departments and subsidiaries carry out their activities within the
framework of procedures that align with the body of rules set down on the group level: the credit risk reference
bases and the financial activities memorandum. The permanent controllers verify compliance with the procedures
and instructions.
The Risk department revolves around:
126
•
coordination by the Permanent Risk 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.
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, consisting of the
Chairman, the General Managers, the Inspection Générale, the General Secretariat, the Customer Management,
Financial operations, Capital and Balance sheet, and Accounting Departments, Permanent Risk Control as well
as two directors from the network, 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, OSEO is active in the financing
and support of innovative companies. With a general interest assignment 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 specific nature 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 OSEO.
As such, a description of its exposure, and of the management and measurement of its risks is unsuited.
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 Executive Committee.
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 includes a limit system that takes into account
OSEO’s own funds and outstandings.
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.
127
Any granting decision resulting in an overrun of these limits is submitted to the Commitments Committee, and is
under the responsibility of the Executive Committee.
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 OSEO 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 OSEO 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 Executive Committee 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 Executive Committee.
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 by the Executive
Committee. 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 Permanent Risk 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 OSEO business lines (financing, guarantee and
innovation), and are extended to a verification of the implementation and compliance with the Commitment
Committee’s decisions.
8.2.3. Concentration risk
A review of the major outstandings (representing 36% of the MLT outstandings and 17% of the ST outstandings)
is produced each quarter and presented to the Risk Committee.
128
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 OSEO 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 Permanent Risk
Controller’s opinion, and that is submitted for validation to the Executive Committee that decides 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.
8.3. Counterparty risk on financial activities
8.3.1. Exposure to the counterparty risk
Origin
OSEO’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 OSEO group’s temporarily available cash.
129
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 OSEO 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.
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.
130
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 OSEO 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)
2012
2011
Asset hedge derivative financial instruments
Loans and receivables to lending institutions
Loans and receivables to customers
Guarantee commitments given and signature commitments
Granting of irrevocable credit lines
81.5
503.9
472.0
394.5
15,557.0
4,821.8
5,349.3
12,079.5
3,911.3
65.4
394.2
1,037.8
257.5
9,026.5
4,293.4
8,231.7
12,133.4
3,397.7
Total
43,170.8
38,837.6
Quantitative information on the credit risk
In compliance with the IFRS 7 standard, OSEO 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:
•
CBI (Real Estate Leasing),
•
CBM (Equipment Leasing).
Breakdown by nature of the loans
2012
(In € millions)
2011
PLMT (long
FCT
Nature of the loans and
and
(Shortreceivables
mediumTerm
to customers
term loans) Financing)
Other
Total
Loans and receivables to
customers
9,849.7
900.2
4,807.1
15,557.0
7,685.7
697.6
643.2
9,026.5
Granting of irrevocable credit
lines
1,269.9
1,746.1
10.1
3,026.1
936.6
1,665.8
10.0
2,612.4
(In € millions)
Nature of the finance lease
operations
PLMT (long
FCT
and
(ShortmediumTerm
term loans) Financing)
2012
Leasing of real
property
Other
Total
2011
Equipment
leasing
Total
Leasing of real
property
Equipment
leasing
Total
3,380.4
1,441.4
4,821.8
2,972.8
1,320.6
4,293.4
464.4
420.8
885.2
439.4
345.9
785.3
Granting of irrevocable credit
lines
131
Risk concentration by economic activity sector
The activity of the OSEO group is entirely concentrated within France.
2012
(In € millions)
Economic activity sectors
Trade
Industry
Services
PW&CE
Tourism
Total
PLMT (long and medium-term loans)
FCT (Short-Term Financing)
Other
CBI (real estate leasing)
CBM (equipment leasing)
2,332.2
2,246.8
85.4
0.0
917.8
524.2
393.6
2,911.2
2,716.1
195.0
0.1
2,397.0
1,879.9
517.1
8,900.1
3,766.9
327.3
4,805.9 *
1,076.5
604.0
472.5
616.9
326.0
290.9
0.0
62.6
36.3
26.3
796.6 15,557.0
793.9 9,849.7
1.6
900.2
1.1 4,807.1
367.9 4,821.8
336.0 3,380.4
31.9 1,441.4
Total
3,250.0
5,308.2
9,976.6
679.5
1,164.5 20,378.8
* including accounts opened with the State - Agence France Trésor - for €4,780.5 million.
2011
(In € millions)
132
Trade
Industry
Services
PW&CE
Tourism
Total
Other
1,928.4
1,845.5
82.9
0.0
851.4
491.4
360.0
2,094.5
1,940.4
153.9
0.2
2,138.5
1,663.0
475.5
3,750.2
2,911.8
196.5
641.9 *
931.1
499.0
432.1
549.9
290.3
259.6
0.0
58.6
32.5
26.1
703.5
697.7
4.7
1.1
313.8
286.9
26.9
9,026.5
7,685.7
697.6
643.2
4,293.4
2,972.8
1,320.6
Total
2,779.8
4,233.0
4,681.3
608.5
1,017.3
13,319.9
* including accounts opened with the State - Agence France Trésor - for €620.7 million.
2012
(In € millions)
Guarantee commitments given and
signature commitments
Trade
2,225.6
Industry
2,548.9
Guarantee commitments given and
signature commitments
Risk concentration by counterparty type
5,226.5
PW&CE
851.9
Tourism
1,226.6
Total
12,079.5
2011
(In € millions)
Services
Trade
2,375.0
Industry
2,720.6
Services
5,832.4
PW&CE
890.2
Tourism
315.2
Total
12,133.4
2012
(In € millions)
Counterparty / issuer type
Financial assets at fair value through
profit or loss
Asset hedge derivative financial
instruments
Loans and receivables to lending
institutions
Central
government
agencies
Lending
institutions
Institutions
other than
lending
institutions
Companies
Retail
clientele
Total
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
0.0
9,663.6
186.1
9,849.7
0.0
0.0
0.0
900.2
0.0
900.2
4,786.4
0.0
0.0
16.6
4.1
4,807.1
0.0
0.0
0.0
4,821.8
0.0
4,821.8
0.0
0.0
0.0
3,380.4
0.0
3,380.4
0.0
0.0
0.0
1,441.4
0.0
1,441.4
4,839.9
492.6
16.8
0.0
0.0
5,349.3
Total
9,733.5
1,714.0
23.4
15,518.9
190.2
27,180.0
Other
2011
(In € millions)
Financial assets at fair value through
profit or loss
Asset hedge derivative financial
instruments
Loans and receivables to lending
institutions
Central
government
agencies
Lending
institutions
Institutions
other than
lending
institutions
Companies
Retail
clientele
Total
0.0
1.6
0.0
63.8
0.0
65.4
0.0
394.2
0.0
0.0
0.0
394.2
691.2
284.4
0.0
62.2
0.0
1,037.8
0.0
257.5
0.0
0.0
0.0
257.5
620.7
0.0
0.0
8,186.4
219.4
9,026.5
0.0
0.0
0.0
7,470.9
214.8
7,685.7
0.0
0.0
0.0
697.6
0.0
697.6
Other
620.7
0.0
0.0
17.9
4.6
643.2
0.0
0.0
0.0
4,293.4
0.0
4,293.4
0.0
0.0
0.0
2,972.8
0.0
2,972.8
0.0
0.0
0.0
1,320.6
0.0
1,320.6
5,160.6
3,042.7
0.0
28.4
0.0
8,231.7
Total
6,472.5
3,980.4
0.0
12,634.2
219.4
23,306.5
133
2012
(In € millions)
Central government
agencies
Guarantee commitments given
and signature commitments
Institutions other
than lending
institutions
Lending
institutions
0.0
0.0
0.0
Companies
Retail
clientele
Total
315.6 11,763.9 12,079.5
2011
(In € millions)
Central government
agencies
Guarantee commitments given
and signature commitments
Institutions other
than lending
institutions
Lending
institutions
0.0
0.0
0.0
Companies
Retail
clientele
Total
279.3 11,854.1 12,133.4
Quantitative information on the sound outstandings, the overdue outstandings and the depreciated
outstandings
134
Breakdown of the loans and receivables by quality of the credits
2012
(In € millions)
lending institutions
customers
Sound
Overdue
2011
Impaired
Total
Sound
Overdue
Impaired
Total
394.5
0.0
0.0
394.5
257.5
0.0
0.0
257.5
15,318.8
144.8
93.4
15,557.0
8,867.7
101.3
57.5
9,026.5
9,695.7
71.8
82.2
9,849.7
7,574.0
62.2
49.5
7,685.7
818.5
73.0
8.7
900.2
652.8
39.1
5.7
697.6
Other
4,804.6
0.0
2.5
4,807.1
640.9
0.0
2.3
643.2
4,602.6
191.7
27.5
4,821.8
4,096.3
170.1
27.0
4,293.4
3,204.2
161.7
14.5
3,380.4
2,827.9
133.8
11.1
2,972.8
1,398.4
30.0
13.0
1,441.4
1,268.4
36.3
15.9
1,320.6
20,315.9
336.5
120.9
20,773.3 13,221.5
271.4
PLMT (long and mediumterm loans)
Total
84.5 13,577.4
Breakdown of the sound loans and receivables by financial instrument class (neither depreciated nor past
due)
2012
(In € millions)
Internal rating
No risk (1)
PLMT
FCT
(long and
(ShortmediumTerm
term
Financing)
loans)
0.0
0.0
Other
Total
CBI (real
CBM
estate (equipment
leasing)
leasing)
Total
4786.4
4,786.4
0.0
0.0
0.0
Low risk
4,963.1
148.3
0.0
5,111.4
1,590.3
750.1
2,340.4
Average risk
2,921.8
537.3
0.0
3,459.1
1,125.3
528.6
1,653.9
High risk
485.6
117.2
0.0
602.8
151.3
52.4
203.7
Not rated
1,325.2
15.7
18.2
1,359.1
337.3
67.3
404.6
Total sound loans and
receivables
9,695.7
818.5
4,804.6
15,318.8
3,204.2
1,398.4
4,602.6
(1) accounts opened with the State - Agence France Trésor
2011
(In € millions)
Internal rating
No risk (1)
PLMT
FCT
(long and
(ShortmediumTerm
term
Financing)
loans)
0.0
0.0
Other
Total
CBI (real
CBM
estate (equipment
leasing)
leasing)
135
Total
620.7
620.7
0.0
0.0
0.0
Low risk
3,581.5
139.4
0.0
3,720.9
1,264.8
599.6
1,864.4
Average risk
2,507.8
400.6
0.0
2,908.4
825.9
514.0
1,339.9
High risk
357.4
101.7
0.0
459.1
190.7
73.1
263.8
Not rated
1,127.3
11.1
20.2
1,158.6
546.5
81.7
628.2
Total sound loans and
receivables
7,574.0
652.8
640.9
8,867.7
2,827.9
1,268.4
4,096.3
(1) accounts opened with the State - Agence France Trésor
Breakdown of the other sound assets by accounting category (neither depreciated nor past due)
2012
(In € millions)
Rating
Moody’s scale
Financial assets
designated at fair
value through profit
or loss
Financial assets
available for sale
Loans and receivables
to lending institutions
Financial assets
held to maturity
Total
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
<A3
0.0
0.0
0.0
0.0
0.0
Not rated
81.5
47.8
176.2
0.0
305.5
Total sound assets
81.5
468.0
394.5
5,349.3
6,293.3
2011
(In € millions)
Financial assets
designated at fair
value through profit
or loss
Financial assets
available for sale
Aaa
0.2
691.2
2.2
6,168.4
6,862.0
Aa3 to Aa1
0.2
130.1
20.6
791.7
942.6
A3 to A1
0.0
162.4
140.8
1,266.7
1,569.9
Rating
Moody’s scale
<A3
Loans and receivables
to lending institutions
Financial assets
held to maturity
Total
0.0
0.0
0.0
4.7
4.7
Not rated
65.0
48.4
93.9
0.2
207.5
Total sound assets
65.4
1,032.1
257.5
8,231.7
9,586.7
Non-impaired overdue financial assets, by age of the default
2012
Between
3 and 6
months
Between 6
months and 1
year
0.0
0.0
0.0
0.0
0.0
20.0
13.1
21.5
90.2
144.8
12.5
11.4
18.4
29.5
71.8
7.5
1.7
3.1
60.7
73.0
Other
0.0
0.0
0.0
0.0
0.0
68.3
21.1
15.0
87.3
191.7
56.9
18.7
9.2
76.9
161.7
11.4
2.4
5.8
10.4
30.0
Total
88.3
34.2
36.5
177.5
336.5
(In € millions)
136
Less than
3 months
Greater
than 1
year
Total
2011
Between
3 and 6
months
Between 6
months and 1
year
0.0
0.0
0.0
0.0
0.0
24.9
16.3
9.6
50.5
101.3
16.2
12.4
7.7
25.9
62.2
8.7
3.9
1.9
24.6
39.1
Other
0.0
59.5
0.0
19.4
0.0
9.6
0.0
81.6
0.0
170.1
47.0
15.5
7.6
63.7
133.8
12.5
3.9
2.0
17.9
36.3
Total
84.4
35.7
19.2
132.1
271.4
(In € millions)
Less than
3 months
Greater
than 1
year
Total
0,0
Tourism
0,0
Tourism
0,0
0,0
PW&CE
Total
0,0
0,0
Services
Gross
amount
0,0
Industry
Trade
Business sectors
(in millions of
euros)
P LMT (Long a nd
Me dium- Te rm Loa ns)
FCT (Short-Term
Financing)
Other
Loans and receivables provided to the clientele
Total
0,0
0,0
0,0
0,0
0,0
77,6
22,0
4,2
28,5
0,0
17,0
4,8
2,3
8,7
0,0
5,1
1,0
0,1
3,2
1,4
0,0
1,7
19,6
320,1
1,1
2,5
Other
93,4
6,2
10,9
36,8
24,4
0,0
0,0
0,0
0,0
0,0
67,7
237,9
32,2
14,3
80,6
12,0
49,5
3,4
4,5
25,6
2,6
22,9
0,0
14,6
4,1
0,9
5,7
0,0
3,8
0,9
0,3
3,1
1,1
0,0
1,7
70,6
86,4
28,9
33,3
263,9
0,1
1,3
0,0
0,9
2,3
13,0
57,5
4,3
8,3
27,8
31,7
3,1
0,3
5,2
17,8
38,9
0,4
1,7
12,1
20,1
13,0
0,2
0,5
4,5
6,2
Total
41,6
Total
77,4
4,3
2,1
18,8
27,5
1,7
0,7
7,1
14,0
11,1
1,1
0,1
1,8
6,2
44,1
0,6
3,4
9,4
24,6
15,9
0,2
1,4
2,9
10,6
75,8
3,7
3,7
14,6
42,4
27,0
1,3
1,5
4,7
16,8
Net
Gross
Net
Gross
Net
amount amount amount amount
amount
1,9
6,1
0,8
11,4
2,7
CBM (equipment
leasing)
14,5
1,5
0,2
2,6
7,8
CBI (real estate
leasing)
38,5
3,9
0,4
6,7
21,5
Net
Gross
Net
Gross
Net
Gross
Net
Gross
Net
Gross
amount amount amount amount amount amount amount amount amount amount
0,0
43,1
4,0
1,6
0,1
0,0
0,0
44,7
4,1
5,3
FCT (Short-Term
Financing)
Total
37,3
0,0
2011
81,9
127,2
0,1
1,3
Loans and receivables provided to the clientele
82,2
5,1
5,8
34,5
P LMT (Long a nd
Me dium- Te rm Loa ns)
288,4
18,2
20,3
120,7
CBM (equipment
leasing)
Net
Gross
Net
Gross
Net
amount amount amount amount
amount
2,4
4,6
1,6
10,6
4,0
CBI (real estate
leasing)
Net
Gross
Net
Gross
Net
Gross
Net
Gross
Net
Gross
amount amount amount amount amount amount amount amount amount amount
0,0
51,6
14,8
2,5
0,3
0,0
0,0
54,1
15,1
6,0
Loans and
receivables
provided to lending
institutions
0,0
0,0
PW&CE
Total
0,0
0,0
Services
Gross
amount
0,0
Industry
Trade
Business sectors
(in millions of
euros)
Loans and
receivables
provided to lending
institutions
2012
Individually depreciated financial assets by economic activity sector
137
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 accordance 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 amount of the sureties was equal to €6,470 million on 31 December 2012, versus €5,550 million on 31
December 2011.
8.5. OSEO 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 the OSEO group
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
138
The financial management implemented by OSEO 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 OSEO has no
trading book in the regulatory sense.
8.5.2. Stakeholders involved in the management of the financial risks
The General Management 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 General Management and 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
OSEO manages its balance sheet in such a way that its overall structure is balanced in terms of rates and
exchange. 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.
8.5.4. Measurement of the risks and limits
Though the financial risks are presented in an aggregated manner, in accordance with the State’s request, the
specificity of the general interest assignments 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
OSEO manages its overall rate risk: all of the rate positions are monitored by macro-hedging on the level of the
bank 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 situation in
case of price 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 2011.
(In € millions)
Increase
of 100 basis points
Decrease
of 100 basis points
31 December 2012
Earnings risk for 2012
Price risk for 2012
1.0
-80.5
-1.0
82.8
31 December 2011
Earnings risk for 2011
Price risk for 2011
8.9
-38.7
-8.9
41.8
The exchange risk
In view of the characteristics of its funding for companies, OSEO 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
A 15% increase of the euro relative to the USD and GBP currencies, on 31 December, would have resulted in an
decrease (increase) of the earnings to the amount of €0.046 million. For the purposes of this analysis, all other
variables, and notably in 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.
139
8.6. OSEO 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 non-liquid 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. 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 the OSEO group 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 OSEO 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 OSEO and the preservation of its own funds. It is also intended to comply with the standards imposed
by the French 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.
140
On these bases, the financing deadlock is outsourced, which is expressed as stocks and flows.
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. Stakeholders 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 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 banking
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.
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 scheduling, control and reporting functions, since:
•
the operational functions are carried out by the OSEO Financial Operations Department through the
Markets department, which alone is authorised to be active in the capital markets on behalf of the overall
OSEO group,
•
the steering and follow-up functions are provided by the Capital and Balance Sheet Department;
8.6.4. Refinancing sources
OSEO 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.
OSEO is active in the financial markets, and notably on the domestic bond market. OSEO also has access to the
LDD resources available through the Caisse des Dépôts. OSEO adds to a portfolio of State securities, for which a
repurchase agreement secures access to interbank liquidity under the best rate conditions.
8.7. Financial risks and liquidity risks of the guarantee funds
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 four
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 Entreprises block as part of the France Investissement funds, provided by CDC Entreprises,
•
The “Other funds” block for small guarantee funds, certain of which are described as “mutual” and
allocated to the former OSEO financement.
•
The “Hived-off assets” block that includes the other small funds allocated by other backers including
ERDF, Idf, UIMM, textile, GL, etc.
It should be noted that other financial management blocks exist within the OSEO procedures. As such, the
regional guarantee funds are managed in a similar manner as two of the financial management blocks.
8.7.2. Stakeholders involved in the financial management of the guarantee funds
The guarantee financing Business Line Committee
The guarantee financing Business Line Committee reports to the OSEO Audit committee. Its role is to validate the
general asset management orientations and provisions with regard to the investment of the guarantee funds and
own funds.
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 management policy for the guarantee
funds.
141
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 and own 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 four blocks (AFT block, “Other funds”, CDC and “Hived-off
assets”), for which the differentiation criterion now 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.
142
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 and in the own funds is measured using two
indicators:
•
The price 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.
8.8. Cash flows payable by the OSEO group relative to its financial debts, broken down by
residual contractual maturity
2012
Book
value
Annual flows (in € millions)
13,062
Repayment of term borrowings
Livret de Développement Durable (Sustainable Development Savings account) 4,744
3,879
State guaranteed bond loans
0
TSDI
1,950
Lending establishments borrowings and term accounts
2,490
Customer borrowings and term accounts
Repayment of short-term financing
Ordinary accounts
JJ loans
Deposit certificates and MTN (medium term notes)
Derivative instruments
Non-hedging derivatives: outgoing flows
Non-hedging derivatives: incoming flows
Hedging derivatives: outgoing flows
Hedging derivatives: incoming flows
Total
Between
Under Between
incoming
On1 year
3
3 and 12
(outgoing) demand
and 5
months months
flows
years
5,156
159
80
1,294
3,623
-10,891
-5,349
-471
0
-3,370
-1,702
-5,324
-159
-80
-1,354
-3,731
0
6
0
20
-3
57
-58
3
-42
-54
0
-37
0
0
0
0
0
-8
-42
-8
-239 -4,711
-159
0
-80
0
0 -980
0 -3,731
0
0
0
0
0
7
-26
0
After 5
years
-211
-36
-23
0
-133
-19
-373
0
0
-373
0
-4,518
-2,592
-447
0
-891
-589
-1
0
0
-1
0
-6,065
-2,684
0
0
-2,338
-1,043
0
0
0
0
0
0
0
-18
0
0
50
-14
0
-3
0
0
3
143
2011
Book
value
Annual flows (in € millions)
10,783
Repayment of term borrowings
Livret de Développement Durable (Sustainable Development Savings account) 5,816
1,249
State guaranteed bond loans
26
TSDI
1,500
Lending establishments borrowings and term accounts
2,190
Customer borrowings and term accounts
Repayment of short-term financing
Ordinary accounts
JJ loans
Deposit certificates and MTN (medium term notes)
Derivative instruments
Non-hedging derivatives: outgoing flows
Non-hedging derivatives: incoming flows
Hedging derivatives: outgoing flows
Hedging derivatives: incoming flows
Total
Between
Under Between
incoming
On1 year
3
3 and 12
(outgoing) demand
and 5
months months
flows
years
4,479
92
0
1,416
2,971
-11,273
-7,507
-252
-37
-1,088
-2,389
-2,990
-92
0
-886
-2,012
0
4
0
21
0
38
-113
0
-32 -762
0 -720
0
0
0
0
0
-38
-32
-5
-92 -2,273
-92
0
0
0
0 -737
0 -1,536
0
0
0
0
0
0
-14
0
-771
-505
-38
-1
-180
-48
-623
0
0
-147
-476
0
2
-30
0
After 5
years
-3,352 -6,356
-1,734 -4,549
-214
0
-4
-33
-754 -116
-647 -1,658
-2
0
0
0
0
0
-2
0
0
0
0
31
-55
0
The financing commitments given, i.e. €3.9 billion at the end of 2012 versus €3.4 billion at the end of 2011, have
no contractual schedule. After the contract’s signing, they are disbursed at the customer’s request. The guarantee
commitments given (€12.1 billion at the end of 2012 as well as at the end of 2011) 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.
0
4
-14
0
Faced with these financial liabilities, the OSEO group has recourse to securities that can be mobilised, either at
the ECB, or through repurchase agreements, depending on the more favourable rate conditions.
Note 9 - Personnel benefits and other remuneration
9.1. Personnel expenses
(In € millions)
Wages and salaries
Other social charges
Tax
Defined contribution retirement expenses
Defined benefit retirement expenses
Incentive and profit-sharing
Allowances / write-backs for commitments relative to the personnel
Total personnel expenses
2012
-100.5
-37.1
-9.0
-10.6
0.0
-6.5
1.2
-162.5
2011
-100.7
-33.5
-8.0
-10.1
0.0
-6.2
4.4
-154.1
9.2. Average staff
The average headcount on the payroll, expressed in full-time equivalent posts, was 1655 in 2012 (versus 1641 in
2011), 81% of whom were executive staff.
144
The balance of vested rights in respect of the individual training entitlement (Droit Individuel à la Formation) stood
at 26,681 days at the end of December 2012.
9.3. Labour-related commitments
Benefits after employment, defined benefit schemes
The defined benefits post-employment benefits are calculated in compliance with the IAS 19 standard: “employee
benefits” and are hedged by means of provisions or group insurance contracts.
The adopted discount rates of 2.50% and 1.00%, close to the rate of first category bonds, were determined on the
basis of the term for which these commitments would be carried. A rate change of +0.5% would serve to
decrease the commitment by €1.4 million.
Retirement lump sum payments
In 2010, the lump sum payments due on retirement based on length of service were covered by a Group
insurance contract for the personnel of the business and corporate administration of OSEO financement group
and by a provision in the case of OSEO innovation. As of 2011, all commitments are covered by the group
insurance. They were estimated on the basis of:
•
commitments made for employees who opted for retirement leave,
•
hypotheses concerning the procedures for retiring for the other employees.
The OSEO group 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 light of the provisions of the law of 21 August 2003
on pension reform, of the branch agreement by the Fédération Bancaire Française signed on 29 March 2005, and
the Social Security Financing law currently in effect . These hypotheses will need to be reviewed in the light of
future established practice.
Long service awards
OSEO 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.
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 within the OSEO group.
Other labour-related commitments
Supplementary pensions
The AFB professional agreement dated 13 September 1993 on the reform of retirement schemes of the banking
profession applies to the OSEO 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 retirement agreements
The OSEO group has undertaken to pay pensions to employees under the terms of early retirement agreements.
These contractual undertakings are provisioned.
Variation of the commitments
(In € millions)
Present value of the commitments on 31 December 2011
Cost of the services rendered over the year
Discounting cost
Services paid
Actuarial discrepancies
- Actuarial discrepancies of the period linked to experience
- Actuarial discrepancies of the period linked to changing assumptions
Cost of past services
Past services not amortised
Present value of the commitments on 31 December 2012
Retirement
lump sum
payments
20.6
0.8
0.7
-2.1
2.6
0.6
2.0
0.0
0.0
22.6
Longservice
awards
1.9
0.1
0.1
-0.5
-0.2
-0.2
0.0
0.0
0.0
1.5
Health
expenses
2.4
0.0
0.1
-0.2
0.1
0.0
0.2
0.0
0.0
2.4
Total
24.9
0.9
0.8
-2.8
2.6
0.4
2.2
0.0
0.0
26.5
145
Evolution of the funds established in order to cover the commitments
(In € millions)
Market value on 31 December 2011
Fiscal year allocations
Expected return on hedge assets
Services paid
Actuarial gains and (losses)
Market value on 31 December 2012
Retirement
lump sum
payments
Longservice
awards
18.2
2.4
0.0
-2.1
2.2
20.7
0.0
0.0
0.0
0.0
0.0
0.0
Health
expenses
0.0
0.0
0.0
0.0
0.0
0.0
Total
18.2
2.4
0.0
-2.1
2.2
20.7
Net cost of the 2012 fiscal year, recognised through profit or loss
(In € millions)
146
Cost of the services rendered over the year
Discounting cost
Expected return on hedge assets
Amortisation of the actuarial discrepancies and of the cost of
past services
Net cost of the 2012 fiscal year
Retirement
lump sum
payments
Longservice
awards
Health
expenses
Total
0.8
0.7
0.0
0.1
0.1
0.0
0.0
0.1
0.0
0.9
0.8
0.0
0.4
1.9
-0.2
0.0
0.1
0.2
0.4
2.1
Variation of provisions and accrued liabilities
(In € millions)
Provisions on 31 December 2011
Net cost of the 2012 fiscal year
Services paid
Provisions on 31 December 2012
Retirement
lump sum
payments
2.5
1.9
-2.4
2.0
Longservice
awards
1.9
0.0
-0.5
1.5
Health
expenses
2.4
0.2
-0.2
2.4
Total
6.8
2.1
-3.1
5.9
The stocks of actuarial gains and losses and the cost of non-recognised past services on 31 December 2012 are
nil.
9.4. Compensation paid to members of executive and supervisory boards
The compensation paid to directors during the fiscal year was equal to €1,175,000.
Directors do not receive any attendance fees.
Note 10 - Sector-specific information
The OSEO 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 covers the financing of public sector receivables in mainland France and its overseas
departments and territories (DROM-COM), 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.
2012
(In € millions)
NBI
Operating costs
Cost of risk
Operating income
Financing
347.6
-161.9
-64.8
120.9
Guarantee
Innovation
104.8
-53.2
0.1
51.7
Other
47.3
-74.6
0.0
-27.3
Total
6.4
0.0
0.0
6.4
506.1
-289.7
-64.7
151.7
2011
(In € millions)
NBI
Operating costs
Cost of risk
Operating income
Financing
271.6
-147.2
-24.4
100.0
Guarantee
Innovation
97.4
-49.3
0.4
48.5
Other
55.6
-65.6
0.0
-10.0
2012
(In € millions)
Cofinancing
Guarantees given
Total
12.3
-0.3
0.0
12.0
436.9
-262.4
-24.0
150.5
2011
Gross outstandings
15,377.1
935.1
645.4
12,079.5
12,603.5
714.8
601.0
12,133.4
Reminder:
The guarantee funds amounted to €2,173.7 million in 2012 versus €2,297.6 in 2011.
The subsidies provided as part of the innovation activity amounted to €314.6 million in 2012 versus €262.9 million
in 2011.
147
Note 11 - Financing and guarantee commitments
(In € millions)
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
Financing commitments received from EPIC BPI-Groupe
Guarantee commitments received from lending institutions
Commitments on securities (securities to receive)
2012
2011
16,785.9
3,911.3
10.0
3,901.3
795.1
12,079.5
17.3
12,062.2
0.0
16,443.2
3,397.7
10.0
3,387.7
912.1
12,133.4
16.0
12,117.4
0.0
2,091.2
1,182.0
0.0
908.2
1.0
905.4
106.1
0.0
799.3
0.0
Note 12 - Other information
148
12.1. Related parties
The OSEO group’s related parties are the companies included in the scope of consolidation shown in note 4, as
well as non-consolidated interests.
Information relative to related companies
The companies included in the OSEO scope of consolidation are all consolidated by full consolidation, except for
ALSABAIL that is consolidated using the equity method.
The transactions common to the fully integrated companies are eliminated in the consolidated financial
statements.
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”.
31 December 2012
Balance sheet
(In € millions)
Parent
company
Companies with
notable influence
Associated
companies
Other related
parties
Total
Assets
Loans & advances made
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
(In € millions)
Parent
company
Companies with
notable influence
Associated
companies
Other related
parties
Total
Total expenses, of which:
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, of which:
Interest income
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
149
31 December 2011
Balance sheet
(In € millions)
Parent
company
Companies with
notable influence
Associated
companies
Other related
parties
Total
Assets
Loans & advances made
Equity instruments
Other receivables
0.0
0.0
14.4
2.2
0.0
0.0
32.0
0.0
0.0
0.0
68.8
0.5
34.2
68.8
14.9
Total assets
14.4
2.2
32.0
69.3
117.9
Liabilities
Deposits
Term borrowings
Other liabilities
40.3
1,452.4
14.7
0.0
5,279.6
0.0
0.0
0.0
0.0
0.2
0.0
8.9
40.5
6,732.0
23.6
Total liabilities
1,507.4
5,279.6
0.0
9.1
6,796.1
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
150
(In € millions)
Parent
company
Companies with
notable influence
Associated
companies
Other related
parties
Total
Total expenses, of which:
Interest expenses
Services received
Other
39.8
39.8
0.0
0.0
0.0
168.1
168.1
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.6
0.0
0.0
0.0
0.6
208.5
207.9
0.0
0.0
0.6
Total proceeds, of which:
Interest income
Services provided
Dividend income
Other
0.2
0.0
0.0
0.2
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.2
0.2
0.0
0.0
0.0
0.0
1.7
0.0
0.0
0.2
0.2
1.3
2.1
0.2
0.0
0.4
0.2
1.3
0.0
0.0
0.0
0.0
0.0
Other information
Charges for the year pertaining to
doubtful loans
-
-
-
OTHER SERVICES SUBTOTAL
379
-
-
-
-
-
379
-
31
69
280
0%
0%
0%
0%
0%
100%
0%
0%
0%
0%
0%
100%
-
0%
100%
0%
100%
20
8%
6%
333
-
-
-
-
-
333
14
18%
19%
300
306
-
-
-
-
-
306
-
26
-
280
%
100%
0%
0%
0%
0%
0%
100%
0%
6%
4%
90%
2012
KPMG Audit
Pre-tax amount
2012
2011
74%
2011
75%
2012
%
100%
0%
0%
0%
0%
0%
100%
0%
8%
0%
92%
2011
-
495
466
-
466
-
-
30
-
-
30
2012
138
90
-
90
-
-
48
12
-
36
-
2011
100%
94%
0%
94%
0%
0%
6%
0%
0%
6%
0%
2012
100%
65%
0%
65%
0%
0%
35%
9%
0%
26%
0%
2011
Picarle - Ernst & Young
%
Pre-tax amount
(*) including €450,000 of preparatory work, coordination and expert's reports performed as part of the national support assistance for the creation of innovative technology companies and €16,000 for actuarial
consulting
401
-
. Globally integrated subsidiaries
TOTAL
-
- OSEO SA (*)
Other
-
401
- OSEO SA
Legal, fiscal and social
OTHER SERVICES
AUDIT SUBTOTAL
- OSEO SA
24
77
Other duties and services directly related to the mission of the Statutory Auditors
300
Pre-tax amount
2012
2011
- OSEO SA
Auditing, certification, examination of the individual and consolidated accounts
(in thousands of euros)
AUDIT
Mazars
12.2 Fees paid to the Statutory auditors and members of their network
151
11. Individual financial statements
OSEO publishable balance sheet
ASSETS (in € millions)
Notes
Cash, central banks
152
31/12/2012
31/12/2011
115.0
81.5
Treasury notes & similar securities
6
4,758.1
5,542.5
Receivables from credit institutions
- Sight a/c
- Term a/c
3
327.7
223.6
104.1
197.1
143.6
53.5
Customer loans
- Other customer loans
- Overdrafts
4
15,986.4
15,460.9
525.5
9,344.4
8,708.4
636.0
6
665.8
3,367.9
6
0.0
0.0
Investments in subsidiaries, other long-term investment securities
7
98.4
84.5
Investments in affiliates
7
1,079.8
94.8
Fin. & plain leasing with purchase option
5
4,604.1
4,117.8
Operating lease
5
229.4
238.1
8
41.5
36.1
8
11.7
11.2
Subscribed but unpaid capital
0.0
0.0
Owned shares
0.0
0.0
9
1,102.7
1,118.3
Other assets
10
1,091.7
1,067.6
Accruals
11
221.8
280.3
30,334.1
25,582.1
TOTAL ASSETS
Individual financial statements
OSEO publishable balance sheet
LIABILITIES (in € millions)
Notes
Central banks
31/12/2012
31/12/2011
3.0
81.3
. Sight a/c
. Term a/c
12
10,827.5
6.8
10,820.7
10,231.2
4.0
10,227.2
Customer loans
13
3,015.5
2,641.0
3,015.5
191.5
2,824.0
2,641.0
141.5
2,499.5
5,204.3
2,687.3
1,293.9
3,910.4
1,416.4
1,270.9
- Other debts
. Sight a/c
. Term a/c
Debt securities
14
. Interbank market securities and negotiable debt instruments
. Bond loans
Other liabilities
15
2,864.8
1,981.8
Accruals
16
962.0
887.6
Provisions
17
405.9
372.0
Subordinated debts, mutual guarantee deposits
18
26.0
65.0
19
3,035.0
3,124.2
20
1,787.8
1,850.4
235.2
235.2
1,967.1
750.9
729.1
211.8
188.2
30.5
43.8
12.8
1,425.1
594.8
346.3
211.8
188.0
24.2
56.2
3.8
30,334.1
25,582.1
Fund for General Banking Risks
Shareholders equity excluding contingencies fund (FRBG)
- Subscribed capital
- Share premiums
- Merger premium
- Reserves
- Regulatory provisions, investment subsidy
- Retained earnings
- Profit or loss for the fiscal year
TOTAL LIABILITIES
21
153
OSEO publishable off-balance sheet
(In € millions)
COMMITMENTS GIVEN
Note
31/12/2012
31/12/2011
24
Financing commitments
. Commitments to lending institutions
. Commitments to customers
660.0
4,696.4
10.0
4,299.8
17.3
11,579.0
16.0
11,655.6
0.0
0.0
0.0
0.0
1,182.0
0.0
106.1
0.0
2,750.2
935.5
0.0
1.0
0.0
0.0
. Guarantee commitments to lending institutions
. Commitments to the clientele
Commitments on securities
. Securities acquired with buyback or recovery option
. Other commitments given
154
COMMITMENTS RECEIVED
. Commitments received from lending institutions
. Commitments received from the clientele
. Commitments received from lending institutions
. Securities sold with buyback or recovery option
. Other commitments received
OSEO publishable profit and loss statement
(In € millions)
Notes
31/12/2012
31/12/2011
Interest income
26
713.5
610.2
Interest expense
27
-479.1
-427.3
Income on leasing and related transactions
28
900.5
852.2
Expense on leasing and related transactions
29
-812.0
-781.9
Proceeds from plain renting operations
28
91.1
87.4
Charges on plain renting operations
29
-110.9
-114.2
Income from variable income securities
30
1.7
1.1
Commissions (income)
31
29.8
10.8
Commissions (expense)
31
-0.5
-0,3
+/- Gains or losses on trading portfolio transactions
32
0.0
0.1
155
+/- Gains or losses on long-term portfolio and similar transactions
33
0.0
1.1
Other bank operating income
34
117.0
148.6
Other bank operating expenses
35
-45.6
-73.5
405.5
314.3
-273.2
-248.4
Depreciation allowances and allowances for deprec. on tang. & intang. fixed assets
-16.4
-14.4
GROSS OPERATING INCOME
115.9
51.5
-58.5
-28.5
57.4
23.0
0.6
0.0
58.0
23.0
NET BANKING INCOME
µ
Cost of risk
36
37
OPERATING INCOME
+/- Gains or losses on fixed assets
38
CURRENT PRE-TAX EARNINGS
. Extraordinary results
0.0
0.0
-38.9
-14.8
. Charges to/recoveries from the FGBR and regulatory provisions
-6.3
-4.4
NET EARNINGS
12.8
3.8
. Taxes on profits
41
Accounting Appendix
•
•
•
•
•
•
•
•
•
•
156
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Legal creation of OSEO Industrie ............................................................................................................... 17
Major OSEO Excellence Get-Together on 25 October 2012 ..................................................................... 17
New products ............................................................................................................................................... 17
Note 1 - Presentation and assessment rules ........................................................................................... 158
Note 2 - Significant events during the fiscal year and events after the closing ................................... 168
Note 3 - Receivables from lending institutions ....................................................................................... 169
Note 4 - Transactions with customers - Assets ...................................................................................... 170
Note 5 - Leasing and rental transactions ................................................................................................. 172
Note 6 - Securities portfolio ...................................................................................................................... 172
Note 7 - Equity investments and other long-term securities, investments in non-consolidated subsidiaries
.................................................................................................................................................................. 174
Note 8 - Tangible and intangible fixed assets ......................................................................................... 177
Note 9 - Innovation financing aids............................................................................................................ 177
Note 10 - Other assets ............................................................................................................................... 178
Note 11 - Accruals - Assets ....................................................................................................................... 178
Note 12 - Debts to lending institutions .................................................................................................... 179
Note 13 - Transactions with customers - Liabilities................................................................................ 179
Note 14 - Debts evidenced by certificates ............................................................................................... 180
Note 15 - Other liabilities ........................................................................................................................... 180
Note 16 - Accruals - Liabilities .................................................................................................................. 181
Note 17 - Provisions .................................................................................................................................. 181
Note 18 - Subordinated debts, mutual guarantee deposits .................................................................... 182
Note 19 - Public guarantee funds ............................................................................................................. 183
Note 20 - Net innovation intervention resources .................................................................................... 185
Note 21 - Change of the shareholders equity .......................................................................................... 186
Note 22 - Equivalent of foreign currency transactions ........................................................................... 186
Note 23 - Table of depreciation flows and provisions ............................................................................ 187
Note 24 - Off-balance sheet commitments .............................................................................................. 188
Note 25 - Foreign currency transactions and forward financial instruments ....................................... 189
Note 26 - Interest income .......................................................................................................................... 191
Note 27 - Interest expense......................................................................................................................... 191
Note 28 - Proceeds from finance lease and operating lease operations .............................................. 191
Note 29 - Expenses on finance lease and operating lease operations ................................................. 192
Note 30 - Income from variable income securities.................................................................................. 192
Note 31 - Commissions ............................................................................................................................. 192
Note 32 - Gains or losses on trading portfolio transactions .................................................................. 192
Note 33 - Gains or losses on long-term portfolio and similar transactions.......................................... 193
Note 34 - Other bank operating income ................................................................................................... 193
Note 35 - Other expenses on banking operations................................................................................... 193
Note 36 - General operating expenses ..................................................................................................... 194
Note 37 - Cost of risk ................................................................................................................................. 194
Note 38 - Gains or losses on non-current assets.................................................................................... 195
Note 39 - Reconciliation of corporate result and financial result .......................................................... 195
Note 40 - Main interim financial management balances ......................................................................... 196
Note 41 - Tax situation ............................................................................................................................... 196
Note 42 - Sector-specific information ...................................................................................................... 197
Note 43 - Activities on behalf of third parties .......................................................................................... 197
Note 44 - Personnel ................................................................................................................................... 198
• Note 45 - Compensation paid to members of executive and supervisory boards ............................... 198
157
Note 1 - Presentation and assessment rules
The annual financial statements are drawn up and presented in accordance with regulation no. 91-01 from the
Banking and Financial Regulations Committee (CRBF) as amended by regulations no. 99-04 and no. 2000-03
from the Accounting Regulations Committee (CRC).
1.1. Presentation of the financial statements
Balance sheet
158
•
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 owed by banks or amounts
owed by 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.
In accordance with regulation CRC no. 2000-03, the presentation of the profit and loss statement is 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 no. 2002-03.
A distinction is made between sound loans, restructured loans, doubtful loans and doubtful compromised loans.
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 loans
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.
At the time of the restructuring, any discrepancy between the discounting of the initially expected contractual
flows and the discounting of the future expected flows of capital and interest at the effective interest rate is the
subject of a discount. This discount is recognised in the risk cost. This discount is included in the term of the
credit in the interest margin.
To cover the non-recovery risk that remains after the restructuring, a depreciation may be established in addition
to the discount.
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 termination
•
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 the loans
The kind of activity of the establishment leads to the loans being segmented by:
•
residual maturity,
•
business sector,
•
main counterparty types.
As part of its commercial policy, its selection process and its risk control, OSEO uses an internal rating system.
159
Depreciations allocated to doubtful loans with the clientele
Depreciations charged against doubtful loans are deducted from the corresponding assets.
Depreciations that OSEO has deemed necessary in order to hedge the potential risks relating to certain business
sectors, and depreciations applied to off-balance sheet commitments, are entered as liabilities in 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.
Depreciation allowances and reversals for non-recovery are included in the risk cost, with 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
160
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, OSEO reviewed
its methodology for estimating the collective provisioning.
Counterparties not impaired on an individual basis are the subject of an analysis using 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 the group is primarily based on an analysis of the internal ratings of the overall
portfolio.
The amount of the collective provision is calculated on the basis of the expected losses.
On 30 June 2012, new provisions for the calculation of the depreciation on a collective basis of the sound
financing outstandings were implemented.
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 impact of this accounting estimation change on the €350 million amount of this collective depreciation
therefore consisted of a write-back of €2.7 million.
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
loans are booked and charged against the compromised loan concerned, while the collective provision is
recovered at the same rate.
•
Early repayments of loans granted to customers
In order to converge with the IFRS standards as of October 2012, early repayment compensation is no longer
spread over the residual duration of the loans in question, but rather directly recorded through profit or loss on the
realisation date.
The amount of the early repayment compensation still to be spread, on the date of this change, and recognised
through profit or loss is equal to €4.6 billion.
•
Leasing transactions
OSEO 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 “Personal
property loans and rental agreements with purchase option” and “Plain leasing” and in the profit and loss
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.
161
•
Balance sheet transactions
Operations involving securities are posted in compliance with the amended CRBF regulation no. 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:
162
•
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 longterm 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.
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 the issuing company, or of active
participation in its management. The activity must be exercised on a significant and on-going 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
Securities traded in repo transactions are recorded in accordance with regulation no. 89-07 of the French Banking
and Financial Regulations Committee as amended by regulation no. 94-05 of the French Banking and Financial
Regulations Committee and regulation no. 99-07 of the French Accounting Regulations Committee.
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 delivered 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 accordance with modified regulations no. 88-02, 89-01 and 90-15 of the
French Banking and Financial Regulations Committee and regulations no. 2002-01 and no. 2002-03 of the
French Accounting Regulations Committee.
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:
163
•
income and expenses relating to forward financial instruments intended, and so designated from the
outset, to hedge an item or homogenous group of items (micro-hedging1) 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 positions (macrohedging2) are booked in proportion to time.
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
164
The provisions governing these categories of securities are set out in regulations no. 2000-02 and no. 2005-01 of
the French Accounting Regulations Committee.
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 or 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 non-consolidated subsidiaries and in
associated companies.
•
Tangible and intangible fixed assets
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 OSEO
positions under the terms of article 2.1c of modified CRBF regulation no. 90-15. Also included under this heading are transactions on organised futures
markets as part of overall management of interest rate risk.
Fixed assets are recorded in compliance with the modified regulation no. 2002-10 of the French Accounting
Regulations Committee.
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 profit and loss statement.
•
Guarantee funds and net innovation intervention resources
In order to deal with its economic general interest assignment, the State provides OSEO with public resources
intended to cover the commitments resulting from this assignment. 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 OSEO 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”.
•
In accordance with modified regulation no. 90-02 of the French Banking and Financial Regulation Committee,
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.
165
•
Currency transactions
Currency transactions are treated in accordance with modified regulation no. 89-01 of the French Banking and
Financial Regulation Committee.
Assets, liabilities and off-balance sheet items are converted into € 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.
No spreading is applied to commissions and collected fees for which the amount is not significant.
•
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.
166
•
Tax situation
OSEO is the parent company for the following tax consolidation group: AUXICONSEIL, AUXIFINANCES and the
Compagnie Auxiliaire OSEO.
•
Pensions and other social commitments
Supplementary pensions
The AFB professional agreement dated 13 September 1993 on the reform of retirement schemes of the banking
profession applies to the OSEO staff.
The payment of a supplementary banking pension and abatements not covered by the fund for the rights
acquired by staff on 31 December 1993 is covered by a reserve fund with sufficient resources to meet their
commitments.
Other labour-related commitments
The company’s social security commitments were assessed on 31 December 2012 by an actuarial method that
takes into account the recommendation of the CNC (French National Accounting Council) no. 2003-R.01 dated 1
April 2003.
The adopted discount rates of 2.50% and 1.00% were determined on the basis of the term for which these
commitments would be carried.
Retirement lump sum payments
Lump sum payments due on retirement based on length of service are covered by an insurance contract. They
were estimated on the basis of:
•
commitments made for employees who opted for retirement leave,
•
hypotheses concerning the procedures for retiring for the other employees.
OSEO based itself on its employee age pyramid, their date of entering active employment and on a preliminary
approach to social policy as it may emerge in light of the development of the regulations and of the recognised
practices.
Long service awards
Employees receive bonus payments upon qualifying for long service awards.
These commitments are provisioned on the basis of the agreement signed on 15 December 2011.
Early retirement agreements
OSEO has undertaken to pay pensions to employees under the terms of early retirement agreements. These
contractual undertakings are provisioned.
167
Note 2 - Significant events during the fiscal year and events after the closing
2.1 Significant events during the fiscal year
Capital increase in creation of OSEO Industrie
The Extraordinary General Meeting of 2 March 2012 decided to carry out a capital increase in two successive
operations, each of €500 million. The first operation was subscribed to the amount of €538.9 million on 30 June
2012 and resulted in the issue of 19,510,298 new shares each at the price of €27.62, including issue premium.
After this capital increase intended to strengthen the own funds in the context of strong activity, the OSEO capital
was increased to €750.9 million, consisting of 93,857,598 shares with a face value of €8 (cf. note 21 –
shareholders equity variation).
At the same time, OSEO subscribed for 124,999,993 shares with a face value of €8, with 50% paid up at the time
of the creation of OSEO Industrie on 12 April 2012.
Disposal of part of the portfolio of investment securities
Further to the policy of pooling public cash, and in view of the discussions relative to the application of this policy
between OSEO and the Ministry for the Economy, Finance and Industry, the disposal before maturity of part of
the portfolio of investment securities of certain of the Guarantee Funds allocated by the State was imposed on
OSEO.
168
Accordingly, in October 2012, OSEO carried out the disposal of part of this portfolio for a disposal 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 allocated
to the guarantee funds. The cash resulting from these disposals was centralised with the Agence France Trésor.
2.2 Events after the closing
The creation of the Bank for Public Investment (BPI) was announced by the Ministry for the Economy on 6 June
2012. Law no.2012-1559 of 31 December 2012 amending order no.2005-722 of 29 June 2005 established the
legal framework providing for the creation of the BPI, a common holding company that will include OSEO, CDC
Entreprises and the Strategic Investment Fund, as well as its governance provisions. This law will be
implemented in 2013.
Note 3 - Receivables from lending institutions
2012
(In € millions)
2011
Demand deposits and overnight loans
223.6
143.6
Term accounts and loans (*)
103.8
53.2
Subordinated loans
0.0
0.0
Doubtful debts
. Gross amount
. Depreciations
0.0
0.0
0.0
0.0
Net amount
0.0
0.0
0.3
0.3
327.7
197.1
60.1
32.0
Total
(*) Of which refinancing loans for subsidiaries or equity interests
Breakdown of sound loans (excluding related receivables) by residual maturity on 31 December 2012
(In € millions)
Outstandings
D ≤ 3m
3 m. < D ≤ 1 year
227.7
8.5
1 year < D ≤ 5 years
38.8
D > 5 years
52.4
327.4
169
Note 4 - Transactions with customers - Assets
This note describes loan and financing transactions for short-term receivables.
2012
(In € millions)
Medium and long-term loans (1)
of which credits restructured at non-market conditions
14.1
15.3
831.6
650.3
6,870.6
5,607.8
3.2
Accounts with the Agence France Trésor
. Sight a/c
. Term a/c
1.9
4,780.5
511.4
4,269.1
Other loans and subordinated loans
620.7
620.7
0.0
3,215.5
Doubtful debts
. Gross amount (2)
. Depreciations (3)
. Allocated callable guarantee funds (4)
463.4
-103.8
-116.9
Net amount
170
2011
Total (5)
(1) Of which receivables used as guarantee for loans contracted with the:
European Investment Bank (EIB)
Council of Europe Development Bank (CEDB)
Proximité SME Funds
OSEO still manages 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)
2,261.2
363.9
-101.2
-99.6
242.7
163.1
31.4
26.0
15,986.4
9,344.4
0.0
89.2
474.3
57.7
107.4
473.6
1,630.0
69.2
Without modifying the total amount of doubtful receivables, CRC Rule no. 2002-03 has them broken down as
follows:
(In € millions)
Doubtful
Loans
Impaired doubtful
loans
Total
Outstandings
144.8
318.6
463.4
Depreciations
0.0
-103.8
-103.8
Allocated callable guarantee funds
0.0
-116.9
-116.9
144.8
97.9
242.7
Net amount
Breakdown of loans outstanding (excluding related receivables) on 31 December 2012
By residual maturity
D ≤ 3 m.
(In € millions)
Sound loans
3 m. < D ≤ 1 year
5,164.9
1,593.6
D > 5 years
4,989.6
3,964.2
15,712.3
By economic business sectors
Trade
(In € millions)
Sound loans
Industry
Services
PW&CE Tourism
Total
2,399.0
2,935.7
8,965.3 (*)
599.9
812.4 15,712.3
Doubtful loans
65.8
121.8
183.9
61.4
30.5
463.4
Depreciations
-17.6
-26.3
-42.2
-11.9
-5.8
-103.8
(*) Including €4,780.5 million with the Agence France Trésor
171
By major types of counterparty
(In € millions)
Sound loans
Central government
agencies
Lending
instit.
Institutions not
Lending instit.
Companies
Retail
clientele
Total
4,786.4
0.0
0.0
10,738.4
187.5
15,712.3
Doubtful loans
0.0
0.0
0.0
460.3
3.1
463.4
Depreciations
0.0
0.0
0.0
-103.4
-0.4
-103.8
Note 5 - Leasing and rental transactions
Fund flows recorded during the 2012 fiscal year
Real estate
leasing and
rental
Gross value of prop., plant & equip. on 31/12/2011
Total
5,570.9
2,397.0
7,967.9
Entries
805.7
570.8
1,376.5
Exits
-348.6
-377.5
-726.1
Gross value of prop., plant & equip. on 31/12/2012
6,028.0
2,590.3
8,618.3
-1,917.4
-1,434.2
-3,351.6
-448.5
-2.2
-450.7
-11.5
-7.9
-19.4
3,650.6
1,146.0
4,796.6
22.6
14.3
36.9
Subtotal
3,673.2
1,160.3
4,833.5
Unrealised reserve
Net financial outstanding on 31/12/2012
33.4
3,706.6
364.8
1,525.1
398.2
5,231.7
61.3
373.9
0.0
0.0
61.3
373.9
Total depreciations on 31/12/2012 (*)
Total allocated guarantee funds on 31/12/2012
Net value of prop., plant & equip. on 31/12/2012
Net receivables
172
Equipment
leasing and
rental
(*) 1) Of which - Provisions under Sicomi art. 64
- Art. 57 provisions
Note 6 - Securities portfolio
6.1 Fund flows recorded during the 2012 fiscal year
Government papers
and similar
securities
Bonds and
other fixed
income securities
Equities and
other variable
income securities
5,542.5
3,369.1
1.1
Entries and other movements (1)
1,478.4
4,262.8
0.0
Exits
-2,271.7
-6,933.0
0.0
Change in related receivables
8.9
-32.0
0.0
4,758.1
666.9
1.1
0.0
-1.1
-1.1
4,758.1
665.8
0.0
Total depreciations on 31/12/2012 (2)
(1) Depreciation of premiums / discounts, exchange rate variations
(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
Government papers
and similar
securities
(In € millions)
Bonds and
other fixed
income securities
Equities and
other variable
income securities
0.0
213.0
0.0
Total depreciations on 31/12/2012
0.0
0.0
0.0
0.0
213.0
0.0
Breakdown of the
31 December 2012
(In € millions)
Public sector bills
similar securities
Bonds and other
fixed income securities
fixed
D≤3m
income
securities
3 m. < D ≤ 1 year
portfolio
by
residual
maturity
D > 5 years
Inter-company
receivables
on
Total
0.0
21.2
412.7
4,251.4
72.8
4,758.1
527.7
527.7
8.0
29.2
15.0
427.7
111.0
4,362.4
4.1
76.9
665.8
5,423.9
5,347.0
173
6.2 Breakdown by portfolio type (net amounts, including related receivables)
2012
(In € millions)
Government
papers
and similar
securities
Placement
Investment
105.5
4,652.6
Total
4,758.1
2011
Bonds and other
fixed income securities
Listed
securities
Non-listed
securities
0.4
140.2
Equities and
other securities
Listed
securities
312.2
213.0
0.0
0.0
665.8 (*)
Total
Total
0.0
0.0
418.1
5,005.8
304.4
8,606.0
0.0
5,423.9
8,910.4
Non-listed
securities
(*) Including: - Securities issued by the State or local bodies: 0.0
- Securities issued by other issuers: 665.8
Securities sold on repo amounted to €3,340.6 million at the end of 2012, compared with €2,884.4 million at the
end of 2011 (amounts expressed in net book value).
The net value of short-term investment securities includes a depreciation to cover the counterparty risk of €1.9
million.
6.3 Transfers between portfolios and sale of investment securities before maturity
There were no transfers between portfolios over the course of the year.
In compliance with note 2.1, part of the portfolio of investment securities was sold.
6.4 Portfolio valuation (including related receivables) on 31 December 2012
(In € millions)
Marketable securities
Investment securities (*)
Gross
book value
Market
Value
Unrealised capital
losses (excluding
doubtful loans)
Difference
418.6
419.8
1.2
5,005.7
5,490.5
484.8
Unrealised
capital gains
-0.4
1.6
(*) 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 non-consolidated
subsidiaries
7.1 Flows recorded during the 2012 fiscal year
174
(In € millions)
Equity interests
Other securities
Investments in
held for the long term affiliated undertakings
10.9
79.7
94.9
Entries and other movements
0.0
16.4
1,000.0 (2)
Exits and other movements
-0.3
-1.5
-15.0
Change in related receivables
0.0
0.0
0.0
10.6
94.6
1,079.9
0.0
-6.8
-0.1
10.6
0.0
10.6
87.8
0.0
87.8
1,079.8
0.0
1,079.8
Total depreciations on 31/12/2012
Net amount on 31/12/2012 (1)
(1) Including: - Listed securities
- Non-listed securities
(2) Subscription for the OSEO Industrie capital for €1,000.0 million, of which €500.0 million not called.
Companies Register
Registration with the
Directly
Indirectly
%of capit al owned
Créteil B 352 780 605
Créteil B 352 792 667
Other
AUXI-CONSEIL
Créteil B 340 905 389
100,00%
50,00%
[ 4] Financial st at ement s on 31.12.2006
[ 3] Percent age of holding less t han 10%.
[ 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%.
French companies
Foreign companies
SIAGI - 2 rue Jean-Baptiste Pigalle -75009
Paris B 775 691 074
PARIS
I II - O T HER SU B SI D IA R IES A N D EQ U IT Y IN T ER EST S ( 3 )
16,91%
-
25,65%
10,62%
Paris B 327 821 609
INCOM - 62 rue Pierre Charron -75008 PARIS Paris B 335 040 838
-
-
-
IFCIC - 46 avenue Vict or Hugo -75016 PARIS
-
33,26%
-
-
24,56%
10,55%
-
-
20,00%
40,69%
-
100,00%
-
-
-
-
-
30,40%
Paris B 388 461 154
Briey B 382 532 554
Paris B 401 749 502
Strasbourg B 718 504
004
o f co nso l id at io n:
FIST SA - 83 bld Exelmans-75016 PARIS
ALSABAIL - 7 place Sébastien Brant - 67000
STRASBOURG
C o mp ani es no t i nclud ed in t he sco p e
Equity investment:
FSI Régions 137 rue de l'Université - 75007
PARIS
FCPR AED C3 - 137 rue de l'Université 75007 PARIS
FCPR AED C4 - 137 rue de l'Université 75007 PARIS
FCPR AVENIR ENT. M EZ - 137 rue de
l'Université - 75007 PARIS
EUREFI - M aison de la Formation, Cent re
Jean M onnet -54414 LONGWY
Equity investment:
C o mp ani es i nclud ed in t he sco p e o f co nso l id at io n
I I - EQ U I T Y IN T ER EST S (2) (Article L. J233-2 of t he [French] Commercial code)
SCI TOPOR M ONTAUBAN
C o mp ani es no t i nclud ed in t he sco p e o f co nso l id at io n:
FCT PROXIM ITE PM E
100,00%
Créteil B 751 170 556
OSEO industrie
Real est ate
AUXI-FINANCES
100,00%
100,00%
58,19%
Créteil B 562 007 963
73,22%
52,50%
FCPR AED C2
Count erparty activities
Compagnie Auxiliaire OSEO
Indust ry
Créteil B 319 997 466
FCPR AED C1
OSEO régions
Equit y invest ment :
Guarantee
C o mp ani es i nclud ed in t he sco p e o f co nso l id at io n:
I - A SSO C IA T ED C O M PA N I ES (1) (Article L. 233-1 of the [ French] Commercial code)
Corporate name
(in thousands of euros)
4 426
80
4 165
956
722
343
2 919
19 547
4 280
80
4 165
295
722
343
2 919
17 063
967
61 851
967
340
5 365
195
0
2 896
57 168
1 000 000
3 199
15 324
1 096
2 807
65 285
356
5 365
270
0
2 896
57 168
1 000 000
3 199
15 324
1 096
2 807
held by the Cpy
Gross
Net
Value of the securities
6 594
2 922
2 817
1 128
27 675
58 758
129 552
3 936
2 004
9 704
1
2 850
57 187
1 000 000
2 592
27 963
5 345
4 800
social
Capit al
[ 4]
[ 4]
2 025
8 122
2 756
[4]
[4]
[4]
29 246
27 037
[4]
[ 4]
[ 4]
[ 4]
2 430
20
2 008
27
-316
[ 4]
[ 4]
[ 4]
4 637
3 367
114
2 606
17 649
36 872
-3
61
1
-3
-32
3 606
-1 059
2 773
65 610
7 681
-3 968
1 000 000
123 499
2 985
7 749
7 380
-6
45 469
1 009
20
1 304
-23
120
114
-1 059
1 716
61
-32
1 671
-3 968
7 629
-8
-6
-8
23 049
2 474
12 965
1 645
bef. taxes
equit y
bef ore result
Net
earnings
Current
earnings
Total of the
shareholders
17 022
109
82
8 206
-295
7 796
4 043
2011
fiscal year
by t he company
repaid
60 333
18 281
endorsement s given
sureties and
yet
granted and not
Pre-t ax turnover
Loans and advances Amount of the
125
144
11
1 300
133
the f iscal year
during
collected
Dividends
7.2 Minority interests and investments in affiliates
175
7.3 Outstanding loans from transactions with affiliates or companies in which an equity interest
is held
(In € millions)
LIABILITIES
Clientele
62.5
19.7
26.0
Other assets and accruals
63.1
(3)
4,724.7
2,235.8
(4)
(1)
(2)
DEBTS
Clientele
Debt securities
Subordinated debts
Other liabilities and accruals
(5)
0.0
0.0
8.0
COMMITMENTS GIVEN
176
- Lending institutions
- Clientele
660.0
0.0
- Clientele
0.0
0.0
- Clientele
0.0
0.0
(1) -
Of which ALSABAIL: 60.3
Of Which AUXIFINANCES: 18.3
(3) - Of which EPIC BPI-Groupe: 42.2
OSEO Industrie: 17.1
(4) - Of which Caisse des Dépôts: 4216.5
OSEO Industrie: 508.2
(5) - Of which EPIC BPI-Groupe: 1797.4
Avenir Tourisme: 13.5
Proximité PME: 400.0
(6) - Of which OSEO Industrie: 650.0
ALSABAIL: 10.0
(2) -
Operations with related parties are negotiated at arm’s length.
(6)
Note 8 - Tangible and intangible fixed assets
(In € millions)
Property, plant, equipment and intangible assets
Intangible
Land and buildings
Other
operations non-operating
103.8
14.9
2.2
20.9
Acquisitions
18.8
3.2
0.0
1.8
Exits
-0.3
-1.2
0.0
-3.1
122.3
16.9
2.2
19.6
-80.8
-11.0
-1.4
-14.6
41.5
5.9
0.8
5.0
Total
41.5
11.7
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
Buildings
Fixtures, fittings and office equipmen t
IT hardware
:
:
:
:
1 to 5 years
25 to 55 years
4 to 10 years
4 years
177
The accelerated depreciation amount was equal to €30.3 million on 31 December 2012.
Note 9 - Innovation financing aids
(In € millions)
Fund
Sound
gross
amounts
Doubtful gross
amounts
Depreciations
Allocated
guarantee funds
2012 total
2011 total
Innovation aid - ISI (*)
753.6
241.8
-0.4
-207.8
787.2
838.1
PMII - ISI 2008 (*)
168.2
40.8
0.0
-40.8
168.2
149.2
PSPC (*)
6.5
0.0
0.0
0.0
6.5
0.0
Strategic sectors
0.0
0.0
0.0
0.0
0.0
0.0
FRGI (*)
1.8
0.0
0.0
0.0
1.8
0.0
139.0
0.0
0.0
0.0
139.0
131.0
1,069.1
282.6
-0.4
-248.6
1,102.7
1,118.3
Aid on partners financing
Total
(*) 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
Note 10 - Other assets
(In € millions)
2012
2011
Purchased conditional instruments
0.3
0.3
Settlement accounts for securities transactions
0.7
0.7
224.2
186.6
Allocation to be received on guarantee funds
0.0
48.9
Subsidies to be received on leasing operations
4.0
4.7
Allocation to be received on innovation aid financing
748.2
753.8
Other sundry debtors
114.0
72.3
0.3
0.3
1,091.7
1,067.6
Guarantee margins paid on reverse repo operations and
interest rate swap contracts
Stocks and sundry assets
Total
Note 11 - Accruals - Assets
(In € millions)
178
2012
2011
Securities deposited for settlement
21.1
7.4
Bond issue fees awaiting allocation
5.8
2.2
25.9
19.6
4.6
2.8
Receivables on forward financial instruments (*)
67.2
86.6
Proceeds to be received on leasing operations
5.5
6.9
Medium and long-term direct debits in progress
0.8
97.6
Commission to be spread EMTN Epic BPI-Groupe
42.2
14.3
Accrued revenues OSEO Industrie
17.1
0.0
Other
31.6
42.9
Total
221.8
280.3
Bond issue premium awaiting allocation
Other prepaid expenses
(*) This income essentially represents the total difference between interest receivable and interest payable on each interest rate
swap contracts
Note 12 - Debts to lending institutions
2012
(In € millions)
2011
Ordinary accounts in credit
4.4
1.7
Overnight borrowings
0.0
0.0
6,616.8
7,217.8
Term borrowings
. of which Livret Développement Durable (LDD or Sustainable Development
Savings account) resources
. of which EIB, KfW and BDCE loans
Refinancing with the ECB
Securities sold under forward repurchase agreements (*)
Other payables
Total
(*) Of which - Public sector bills
- Bonds and other fixed income securities
5,126.3
6,174.9
900.0
940.0
500.0
0.0
3,623.2
2,908.4
2.4
2.3
80.7
101.0
10,827.5
10,231.2
3,623.2
0.0
2,908.4
0.0
Breakdown of debts (excluding accruals) by residual maturity on 31 December 2012
179
(In € millions)
D ≤ 3 m.
3 m. < D ≤ 1 year
3,633.9
516.5
D > 5 years
2,511.0
4,085.4
10,746.8
Note 13 - Transactions with customers - Liabilities
(In € millions)
Loan with the Epic BPI-Groupe
2012
2011
1,724.4
1,434.2
Loan with the Proximité PME fund
400.0
400.0
Security deposits
311.4
248.2
Ordinary accounts in credit
191.5
141.5
3.8
4.1
300.0
300.0
22.6
60.7
2.2
1.6
36.3
26.4
23.3
24.3
3,015.5
2,641.0
22.6
60.7
0.0
0.0
Customer time deposits
State shareholder advance
Securities sold in repo transactions (1)
Funds received awaiting allocation
. Short-term financing
. Medium and long-term loans
Other payables
Total
(1) Of which - Public sector bills
- Bonds and other fixed income securities
Breakdown of customer deposits by residual maturity at 31 December 2012
(In € millions)
D ≤ 3 m.
3 m. < D ≤ 1 year
334.2
123.7
D > 5 years
750.3
1,807.3
3,015.5
Note 14 - Debts evidenced by certificates
Breakdown of outstanding debts by residual maturity on 31 December 2012
(in € millions)
D ≤ 3 m.
3 m. < D
≤ 1 year
1 year < D
≤ 5 years
D > 5 years
Associated
liabilities
TOTAL
Interbank market and negotiable
debt securities
Bonds (*)
1,092.4
0.0
201.0
0.0
0.0
1,211.0
0.0
2,664.0
0.5
35.4
1,293.9
3,910.4
Total
1,092.4
201.0
1,211.0
2,664.0
35.9
5,204.3
(*) As a supplement to the €61 million bond loan PIBOR maturity on 20/11/2015, OSEO SA set up an EMTN (Euro Medium Term Notes) programme to the
amount of €8 billion, approved by the AMF (Financial Markets Authority) in July 2011 and updated on 21 June 2012.
The issues of securities carried out within this framework have the EPIC BPI-Groupe guarantee and are rated Aa1 on 31/12/2012, provided by the
Moody’s agency.
180
Note 15 - Other liabilities
(In € millions)
Payments due on securities not fully paid up
Tax and company receivables
2012
506.9 (*)
2011
8.9
14.8
10.5
Guarantee margins received on repurchase agreements and interest rate swap contracts
175.9
98.0
Advances from lessees
202.4
152.8
Equipment subsidies to be received on leasing operations
48.3
58.1
Suppliers of lease finance
49.6
43.1
Other miscellaneous creditors for leasing operations
10.5
9.9
580.0
580.0
88.7
49.5
1,148.0
925.0
Public subsidies
1.0
14.1
Other sundry creditors
9.5
12.6
29.2
19.3
2,864.8
1,981.8
Debts backing the preserved capital fund
Guarantee commissions earned in advance from customers
Disputes to be paid on guarantee funds
Miscellaneous advances
Total
(*) Including
€500.0 million of subscribed capital not called by OSEO Industrie
Note 16 - Accruals - Liabilities
(In € millions)
2012
Allocation spread Development Participatory Loan
2011
24.9
14.2
5.0
4.9
12.0
5.3
Early repayment and loan restructuring penalties
0.6
5.5
Other deferred income
0.2
0.2
Expenses payable on forward financial instruments (2)
93.4
111.0
Provisions for paid holidays
23.1
22.1
Deferred lease rent
56.4
52.0
599.9
546.7
Guarantee commissions booked in advance
18.6
18.8
Innovation pending accounts
26.9
28.5
Miscellaneous
101.0
78.4
Total
962.0
887.6
Mark to market of off-balance sheet
currency transactions (1)
Balances associated with negotiating or terminating
interest rate swap contracts
Subsidies to be paid on innovation aid
181
(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.
Note 17 - Provisions
(In € millions)
Provisions on credit risks
Provisions for employee benefit commitments (1)
Provisions related to innovation activity
Other (2)
Total
2012
2011
370.2
338.6
16.2
17.2
8.5
8.2
11.0
8.0
405.9
372.0
(1) Retirement lump sum payments are covered by an insurance contract with assets equal to 22.6 million after payment of the 2012 premium of 1.9 million.
(2)
Including €2.5 million at the end of 2012 (€1.9 million at the end of 2011) relative to the tax adjustment in progress (marketplace dispute). It relates to
the deductibility of the levies and property taxes attached to the CBI activity in the calculation of the professional tax and CVAE.
Note 18 - Subordinated debts, mutual guarantee deposits
(In € millions)
Reserve funds (*)
2012
2011
11.3
11.3
0.0
38.6
0.0
0.3
14.7
14.8
26.0
65.0
Mutual guarantee deposits
(*) 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.
OSEO’s subordinated debt includes subordinated perpetual notes (TSDI) which are classed as
complementary shareholders equity under French and international regulations.
These subordinated securities are equivalent to the lowest ranking receivables that would, in the event of the
company being dissolved, be repaid only after all other creditors had been paid off. Early redemption of
subordinated debt, by purchases on the Bourse or by exercise of an option defined in the contract, requires
the prior approval of the Prudential Control Authority.
182
In the case of subordinated perpetual notes, the issuer may decide to defer the payment of interest if the
Ordinary General Meeting called to approve the annual financial statements finds that there is no profit to be
distributed.
In fiscal 2012, all of the subordinated perpetual notes (TSDI) were paid back.
Note 19 - Public guarantee funds
19.1 - Accounting position of the guarantee funds
(In € thousands)
Guarantee fund
Balance of
the guarantee
funds on 31
December
2011
Allocatio
ns
2012
Reimbursement
s
and
redeployments
2012
Results
2012
Balance of
the
guarantee
funds on 31
December
2012
Accounting
assets of
the
guarantee
funds
Bad debts
and interest
to be paid
RESERVE FUNDS
Reserve funds
868,245
-25,000
44,980
888,225
0
888,225
Creation of SME and VSE
316,251
Business Start-Up Loan
101,158
100,971
-98,542
318,680
406,315
724,995
-10,356
-17,558
73,244
14,793
Transfer / buy-out of SME and VSE
Strengthening of the financial structure of SME and
VSE
“Over”-mutualisation fund
188,246
88,037
22,101
-37,590
196,185
224,123
420,308
6,881
-8,791
26,081
54,188
80,269
2,367
47,735
0
47,735
836
39,533
68,558
108,091
Innovation of SME and VSE
Specific short-term financing for SME and VSE
Cash Strengthening SME
23,428
27,991
45,368
56,074
14,925
86,973
17,647
-32,302
119,536
Supplementary Guarantee Cash Strengthening SME
73,099
Cash Strengthening ISE
23,191
Supplementary Guarantee Cash Strengthening ISE
128,134
Confirmed Credit Lines SME VSE
Supplementary Guarantee Confirmed Credit Lines
SME VSE
Confirmed Credit Lines ISE
Supplementary Guarantee Confirmed Credit Lines
ISE
FGKP
24,032
17,297
FASEP
Shareholders equity guarantee
18,372
42
-63,588
-30,595
36,537
-30,816
85,073
-2,000
87,637
8,333
14,800
3,519
108,139
21,911
130,050
-42,612
76,924
113,225
190,149
-6,136
3,375
35,505
38,880
-9,181
14,010
45,924
59,934
-9,879
87,660
57,299
144,959
-70
23,962
10,573
34,535
25,739
5,062
10,783
14,956
-4,468
12,829
6,071
18,900
7,170
90,243
5,183
95,426
81,596
169,233
91,066
260,299
-1,069
803
25,636
2,171
27,807
15,645
290
15,935
Own funds guarantee – FEI 2003/2004
5,473
2,152
7,625
1,293
8,918
38,347
-3,558
34,789
232
35,021
29,966
-431
29,535
84
29,619
Participatory Priming Loan (PPA)
13,491
4,800
-2,707
15,584
2,717
18,301
5,258
1,000
294
6,552
0
6,552
74,897
5,171
447
80,515
2,152
82,667
Sureties on innovative projects
Biotechnology guarantee
Structured financing
Strengthening Top of the Balance Sheet
PPMTR
10,872
610
11,482
0
11,482
229,112
-14,516
214,596
28,451
243,047
5,218
12,000
367
17,585
500
18,085
Green Loans
48,328
0
1,450
49,778
0
49,778
Sustainable Development Innovation
55,402
-21,700
1,779
7,181
0
7,181
1,516
800
92
2,408
0
2,408
PPD Wood
EIB - State
Development of SME and VSE
7,815
-28,300
-6,000
14,725
346
2,161
0
2,161
12,092
26,817
49,947
76,764
15
1
16
0
16
PIC SME
2,237
582
2,819
1,295
4,114
Development capital and equity loans
3,076
149
225
611
836
0
52
43
95
-17,476
153,112
8,747
161,859
Eastern countries
Set-up of young entrepreneurs in rural settings
-3,000
52
CDC (Caisse des Dépôts et Consignations)
France Investissement Garantie
150,588
20,000
OTHER FUNDS
Shareholders equity guarantee - IDF ERDF
2,851
-91
2,760
84
2,844
Net asset value guarantee
5,401
281
5,682
0
5,682
UIMM
Eco-Energy Loans (PEE)
EIB - Technological development
4,108
0
6,600
-2,000
175
795
26
2,254
19,795
6,626
0
0
0
2,254
19,795
6,626
PPD UIMM Midi-Pyrénées
Other management (*)
GUARANTEE FUND
-29
19,000
0
105,593
9,600
2,000
0
0
-10,238
2,000
104,955
0
633
2,000
105,588
3,124,197
95,671
-67,900
-116,942
3,035,026
1,268,940
4,303,966
(*) Other management: Territory Revitalization National Fund, Hotel Renovation Fund, PCE (business start-up loan), Professional Loan and miscellaneous
183
19.2 - Earnings of the guarantee funds on 31 December 2012
(in € thousands)
Guarantee fund
Net
financial
proceeds
Participation
in the capital
gains
Commissions
Disputed
expenses
and provisions
PreLitigation
Provisions
Results
RESERVE FUNDS
Reserve funds
44,980
0
0
0
0
44,980
31,719
301
20,235
-120,125
-30,672
-98,542
5,064
2,399
436
-16,458
-8,999
-17,558
19,477
113
12,503
-54,773
-14,910
-37,590
Strengthening of the financial structure of SME and VSE
3,860
94
1,547
-12,054
-2,238
-8,791
“Over”-mutualisation fund
2,367
0
0
0
0
2,367
5,998
72
2,709
-13,335
5,392
836
5,705
0
869
-3,628
573
3,519
9,569
2
3,123
-36,793
-18,513
-42,612
4,678
0
2,392
-11,259
-1,947
-6,136
3,053
0
3,153
-9,898
-5,489
-9,181
8,550
0
4,135
-14,332
-8,232
-9,879
Supplementary Guarantee Confirmed Credit Lines SME
VSE
1,739
0
15
-3,312
1,488
-70
2,599
0
13
1,661
789
5,062
1,308
0
368
-9,292
3,148
-4,468
Business Start-Up Loan
Supplementary Guarantee Confirmed Credit Lines ISE
FGKP
184
4,860
0
19
190
2,101
7,170
92,020
1
10,862
-19,745
-1,542
81,596
-1,069
FASEP
Shareholders equity guarantee
67
0
235
-1,551
180
255
593
0
-45
0
803
452
2,801
0
-1,946
845
2,152
1,877
101
0
-5,454
-82
-3,558
1,544
0
0
-1,891
-84
-431
859
0
289
-4,108
253
-2,707
289
0
5
0
0
294
271
661
234
-2,223
1,504
447
Structured financing
568
0
42
0
0
610
12,183
0
6,155
-17,413
-15,441
-14,516
PPMTR
792
0
44
-260
-209
367
Green Loans
1,492
0
419
-461
0
1,450
1,779
1,755
0
24
0
0
PPD Wood
92
0
0
0
0
92
EIB - State
341
0
0
5
0
346
3,850
80
727
4,931
2,504
12,092
1
0
0
0
0
1
PIC SME
204
6
8
369
-5
582
Development capital and equity loans
149
0
0
0
0
149
5
0
0
-5
0
0
8,375
1,764
239
-28,895
1,041
-17,476
Net asset value guarantee
147
281
0
0
33
0
-187
0
-84
0
281
UIMM
162
0
13
0
0
175
Eco-Energy Loans (PEE)
EIB - Technological development
795
22
0
0
0
-1
0
5
0
0
795
0
0
0
0
0
531
-11,022
71,376
-393,304
Eastern countries
Set-up of young entrepreneurs in rural settings
OTHER FUNDS
Shareholders equity guarantee - IDF ERDF
PPD UIMM Midi-Pyrénées
Other management
GUARANTEE FUND
284,627
8,988
-91
26
0
-10,238
-88,629
-116,942
Note 20 - Net innovation intervention resources
20.1 Accounting position of the guarantee funds
(In € millions)
Fund
Balance on
31 December
2011
2012
reimbursements
and
redeployments
2012
allowances
Balance on
31 December
2012
2012
results
Bad debts
and interest
to be paid
Reimbursable
advances
Innovation aid - ISI
813.3
230.6
0.0
-187.9
856.0
0.0
753.6
PMII - ISI 2008
242.2
0.0
0.0
0.4
242.6
0.0
168.2
FUI (*)
108.9
118.6
0.0
-141.1
86.4
0.0
0.0
PSPC
299.5
0.0
0.0
-35.4
264.1
0.0
6.5
68.6
0.0
0.0
-25.5
43.1
0.0
0.0
317.9
16.5
0.0
-38.8
295.6
0.0
139.0
0.0
0.0
0.0
0.0
0.0
0.0
1.8
1,850.4
365.7
0.0
-428.3
1,787.8
0.0
1,069.1
Strategic sectors
Aid on partners
financing
FRGI
Total
(*) FUI: Single Interministerial Fund
185
20.2 Earnings of the Guarantee funds on 31 December 2012
(In € millions)
Fund
Subsidies
Provisions,
losses and
recognised failures
Appraisals and
miscellaneous
expenses
Financial
earnings and
charges
Miscellaneous
proceeds
2012 earnings
Innovation aid - ISI
-95.1
-95.6
-1.0
0.0
3.8
-187.9
PMII - ISI 2008
15.5
-19.9
-0.2
0.1
4.9
0.4
-141.2
0.0
0.0
0.0
0.1
-141.1
PSPC
-34.9
0.0
-0.5
0.0
0.0
-35.4
Strategic sectors
-25.2
0.0
-0.3
0.0
0.0
-25.5
Aid on partners
financing
-29.7
-5.3
-5.5
0.0
1.7
-38.8
-310.6
-120.8
-7.5
0.1
10.5
-428.3
FUI
Total
Note 21 - Change of the shareholders equity
Shareholders equity prior to appropriation of earnings changed as follows:
(In € millions)
Appropriation of the
2011 earnings
2011
Capital
Share premiums
Merger premium
Legal reserve
Other provisions
Regulatory provisions,
investment subsidy
Retained earnings
Profit or loss for the fiscal year
Total
Other
movements
2012
594.8
346.3
211.8
23.4
164.6
0.0
0.0
0.0
0.2
0.0
156.1 (1)
382.8 (1)
0.0
0.0
0.0
750.9
729.1
211.8
23.6
164.6
24.2
56.2
3.8
-12.4
-3.8
6.3 (2)
0.0
12.8 (3)
30.5
43.8
12.8
1,425.1
-16.0 (4)
558.0
1,967.1
(1) Cf. note 2.1 Significant events
(2) Exceptional amortisation allowance for software
(3) 2012 earnings
(4) Dividends of €16.0 million were distributed for the 2011 fiscal year
186
The share capital consists of 93,857,598 ordinary shares each 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 - Equivalent of foreign currency transactions
(In € millions)
Assets
Liabilities
These net balance sheet positions are covered by off-balance-sheet operations.
2012
2011
1.6
14.6
24.4
65.2
2,3
- Provisions for restructuring
1,3
1,3
0,0
14,5
0,2
67,5
0,0
25,8
0,0
25,8
93,5
Non-recoverable receivables
+ Recoveries on amortised receivables
-
(3) -/+ Net allow ances or w rite-backs
available
and
depreciations
of used
Write-backs
0,0
0,0
0,0
8,0
0,1
36,0
0,0
3,2
0,0
3,2
39,3
by the
-1,3
18,7
0,0
0,0
0,0
0,0
0,0
4,5
0,0
0,9
0,9
2,7
2,7
235,2
33,0
-0,4
0,1
-31,5
0,4
3,1
0,0
367,1
0,0
-26,6
0,0
-26,6
-58,5
0,0
0,0
1,9
0,0
1,8
(3)
INCOME
THE
ON
IMPACT
0,0
5,8
103,8
0,0
1,8
1,9
receivables
am ortised
on
Recoveries
0,0
0,0
0,0
0,0
0,0
5,8
105,7
-1,3
18,7
0,0
6,2
475,9
provisions
on 31/12/12
(2)
not covered
Provisions
variations
receivables
Irrecoverable
and
Am ortisations
Other
-1,3
18,7
and provisions provisions (1)
(2) Variations in scope, exchange rate and reclassification of provisions
(1) Write-backs correspond to w rite-offs as losses
2,3
Provisions for non-recurring
events
235,2
31,0
Other operating provisions
3,0
335,6
- Other provisions
- Provisions on credit risks
1,9
101,2
. Clientele loans
. Securities & other transactions
0,0
103,1
- Depreciations of doubtful loans
. Interbank loans
441,7
and provisions depreciations
on 31/12/11
Depreciations and provisions
bad debts and credit risk
depreciations
Provisions
of the
to
and
Write-backs
Allocations
Am ortisations
Note 23 - Table of depreciation flows and provisions
187
Note 24 - Off-balance sheet commitments
Commitments given
(In € thousands)
2012
2011
3,246,700
3,174,065
1,785,358
1,776,265
Strengthening of the financial structure of SME and VSE
237,130
200,103
307,341
332,412
411,712
358,239
305,230
523,590
64,126
109,986
127,448
203,220
144,484
232,477
4,608
32,022
Supplementary Guarantee Confirmed Credit Lines SME VSE
3,663
14,860
782
40,278
Supplementary Guarantee Confirmed Credit Lines ISE
FGKP
Own funds guarantee (excluding IDF ERDF)
FASEP
188
2,092
8,504
1,585,424
1,533,400
210,372
240,538
60,646
46,293
5,318
5,312
145
239
69,787
84,906
201,891
148,595
PPMTR
3,982
838
Green Loans
2,212
876
6,317
4,131
64,194
97,429
PIC SME
1,420
2,330
18,464
0
350
0
472,425
460,706
Own funds guarantee (IDF ERDF)
9,556
9,804
UIMM
1,686
2,091
Financing of Structures
PPD Wood
Other funds
Eco-Energy Loan (PEE)
213
0
Other management
DOM
246,304
213,945
DOM
302,105
303,598
Guarantee fund
9,903,485
10,161,052
Doubtful loans guarantee fund
1,675,528
1,494,506
11,579,013
11,655,558
Total of the guarantee funds
Guarantee commitments correspond with repayment guarantees on loans distributed by other institutions. They
are primarily backing guarantee funds.
The commitments correspond chiefly with confirmed credit agreements issued by OSEO.
(*) Isolated open positions.
Total
. Interest rate contracts sold firm
. Interest rate contracts purchased firm
Trades on official
exchanges
. Currency swap contracts
. Interest rate swap contracts
. Purchase of rate cap and floor
contracts
OTC transactions performed
2 723,6
326,6
0,0
0,0
0,0
0,0
0,0
0,0
-5,1
331,7
53,8
2 669,8
Micro
face value market
value
9 620,2
0,0
0,0
34,6
0,0
9 585,6
0,0
0,0
0,0
0,0
0,0
0,0
0,0
0,0
0,0
383,1
0,0
0,0
34,6
0,0 12 343,8
0,0
0,0
0,0
0,0
0,0
43,1
709,7 11 904,1
0,0
0,0
0,0
601,0
0,0
0,0
0,0
7,4
593,6
face value market
value
TOTAL
2011
-5,1
108,4
714,8 11 752,6
face value market
value
TOTAL
0,0
53,8
0,0 12 255,4
face value market
value
Management of
positions (*)
0,0
383,1
Macro
face value market
value
Hedging
2012
Note 25 - Foreign currency transactions and forward financial instruments
189
No provisioning for credit risk was made on the forward instruments.
Breakdown by residual maturity on 31 December 2012
(In € millions)
OTC transactions performed
Trades on official
exchanges
D < 1 year
1 year < D < 5 years
D > 5 years
1,609.6
5,546.1
5,188.1
0.0
0.0
0.0
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 OSEO is assessed according to the methodology used to
calculate European prudential ratios on 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)
Positive replacement cost (1)
2011
503.4
395.0
0.0
0.0
503.4
395.0
0.0
0.0
Potential credit risk (2)
106.6
89.4
Total exposure (1)+(2)
610.0
484.4
Incidence of offsetting agreements
-413.0
-364.8
Incidence of guarantees received
-136.7
-72.9
guarantees received
60.3
46.7
Equivalent weighted credit risk (4)
12.1
9.3
Risks with central government
agencies and similar
190
2012
Risks on Zone A lending
institutions (3)
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
503.4
- exchange rate instruments
0.0
(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.
393.8
1.2
Note 26 - Interest income
(In € millions)
Customer loans (*)
2012
2011
50.2
34.3
430.9
380.2
- Overdrafts
0.0
0.1
22.6
25.4
- Medium and long-term loans
223.2
192.6
- Sundry loans and subordinated debt
102.6
80.7
82.5
81.4
- Short-term credit facilities
- Off-balance sheet operations
Financial instruments for hedging purposes
Total
231.4
194.8
1.0
0.9
713.5
610.2
(*) Of which recovery of depreciation for doubtful loans as a result of the passing of time (cf. note 1.2)
1.3
1.5
Note 27 - Interest expense
(In € millions)
191
2012
2011
-210.9
-237.6
Customer loans
-72.1
-57.1
. Bonds
. Negotiable debt instruments
. Subordinated securities
. Result of micro-hedging
-71.1
Other interest and similar charges
Macro-hedging financial instruments
Total
-38.4
-65.7
-5.0
-0.3
-0.1
-25.8
-11.3
-1.1
-0.2
-0.4
-0.4
-124.6
-93.8
-479.1
-427.3
Note 28 - Proceeds from finance lease and operating lease operations
(In € millions)
Rents
2012
2011
895.6
859.7
Other income
88.1
85.7
Capital gains
20.3
13.9
-12.4
991.6
-19.7
939.6
Cost of risk
Total
Note 29 - Expenses on finance lease and operating lease operations
(In € millions)
2012
Depreciation charge
2011
-708.9
-689.5
Allocation to special provisions
-78.4
-72.1
Capital losses
-51.5
-51.9
Other expenses
Total
-84.1
-82.6
-922.9
-896.1
Note 30 - Income from variable income securities
(In € millions)
2012
2011
Equity interests
0.2
0.2
Other long-term investment securities
0.1
0.2
Investments in affiliates
Total
1.4
0.7
1.7
1.1
Note 31 - Commissions
192
(In € millions)
2012
2011
Proceeds
OSEO Industrie business introducer commissions
15.6
0.0
Commissions on operations with the clientele
13.3
10.0
Commissions on the delivery of financial services
Total
0.9
29.8
0.8
10.8
-0.5
-0.5
-0.3
-0.3
Expenses
Expenses on securities operations
Total
Note 32 - Gains or losses on trading portfolio transactions
(In € millions)
2012
2011
Trading securities
0.0
0.0
Exchange transactions
0.0
0.1
Total
0.0
0.0
0.0
0.1
Note 33 - Gains or losses on long-term portfolio and similar transactions
(In € millions)
2012
2011
Net allocations to or write-backs from depreciations
0.0
1.8
0.0
-0.7
Total
0.0
0.0
0.0
1.1
Note 34 - Other bank operating income
(In € millions)
2012
2011
Income charged to Group companies
4.3
2.9
Other expenses charged back
1.3
1.1
Usage of partner resources for the financing
of innovation aid
35.1
62.3
Innovation operation allocation
37.8
41.6
Commissions on recoveries and insurance products
5.1
3.7
Recovery of available provisions
5.3
11.4
Share of investment subsidies
1.8
2.3
Innovation activity regularisation products
2.0
3.0
Management fees on partner agreements
4.4
4.3
Restaurant modernization fund subsidy
2.7
4.8
Management proceeds on DOM managed funds
8.0
1.2
9.2
117.0
10.0
148.6
Other income
Total
Note 35 - Other expenses on banking operations
(In € millions)
2012
2011
Depreciation allowances for non-operating intangible
and tangible assets
0.0
0.0
Allocations to provisions for liability litigations and bank operation
-6.7
-2.0
Investment income paid back to mutual guarantee funds
-0,4
-0.6
Repayment of proceeds of subsidies from the Regional
Department of Industry, Research and the Environment
-1.0
-1.0
-28.6
-59.1
Losses and recognised failures on partner resources
-6.0
-2.5
Innovation activity regularisation expenses
-0.5
-3.3
RDT Innovation Subsidy (*)
0.0
-2.2
-2.4
-45.6
-2.8
-73.5
Subsidies paid on partner resources
Other expenses on banking operations
Total
(*) RDT: Technology Broadcast Network
193
Note 36 - General operating expenses
2012
(In € millions)
2011
Personnel costs
- Wages and salaries
-96.1
-93.1
-6.5
-6.2
- Retirement costs
-10.6
-10.1
- Other social security charges
-36.7
-33.2
- Tax
-9.0
-8.0
- Provisions and insurance premiums on
deferred wages and salaries
-4.9
-3.9
-163.8
-154.5
Taxes and levies (*)
-22.0
-15.3
Other administrative costs
-87.4
-78.6
-273.2
-248.4
-10.5
-6.2
- Incentive
Subtotal
Total
(*) including Systemic risk tax and Contribution for inspection costs of the Prudential Control Authority
(ACP)
194
Note 37 - Cost of risk
(In € millions)
Net allowances or write-backs for
depreciations and provisions
2012
Collective
provision
Substractive
assets
Other
liabilities
TOTAL
-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
Balance
(In € millions)
2011
Collective
provision
Substractive
assets
Other
liabilities
TOTAL
Net allowances or write-backs for
depreciations and provisions
-10.3
-18.3
0.6
-28.0
-3.3
0.0
-0.4
-3.7
3.2
0.0
0.0
3.2
-10.4
-18.3
0.2
-28.5
Balance
Note 38 - Gains or losses on non-current assets
2012
Investment
securities
Operating
tangible and
intangible
fixed assets
(In € millions)
Allowances to depreciations
2011
Investments in subsidiaries,
other long-term
investment securities
Investments in
affiliates
TOTAL
TOTAL
0.0
0.0
-0.7
-0.7
-0.5
Write-back of depreciations
0.0
0.0
0.0
0.0
1.5
0.0
0.0
0.0
0.0
-1.3
Balance
0.0
0.0
0.0
0.0
1.3
0.6
1.3
0.6
0.3
0.0
Note 39 - Reconciliation of corporate result and financial result
2012
(In € millions)
Real estate
leasing and
rental
Equipment
leasing and
rental
TOTAL
Allocations to accounting depreciation & amortisation
-258.7
-450.2
-708.9
Accounting capital gains or losses
Total
-8.6
-267.3
-22.6
-472.8
-31.2
-740.1
Allocations to financial depreciation & amortisation
-248.4
-385.5
-633.9
-8.6
0.6
-8.0
-0.8
-257.8
-6.6
-391.5
-7.4
-649.3
9.5
81.3
90.8
Financial capital gains or losses
Financial depreciation on asset items
Total
Variation in latent reserve
195
Note 40 - Main interim financial management balances
(In € millions)
31/12/2012
31/12/2011
NET BANKING INCOME
506.1
433.1
-273.2
-248.4
Allocations to amortisations and depreciations
on tangible and intangible assets
-16.4
-14.4
GROSS OPERATING EARNINGS
216.5
170.3
Cost of risk
-68.3
-30.9
OPERATING INCOME
148.2
139.4
0.6
0.0
148.8
139.4
0.0
0.0
-38.9
-14.8
-6.3
-4.4
103.6
120.2
Gains or losses on fixed assets
CURRENT PRE-TAX EARNINGS
Extraordinary results
Taxes on profits
Charges to/recoveries from the FGBR and regulatory provisions
Net earnings
196
Note 41 - Tax situation
Company tax is booked on the tax payable method.
The taxable income of the company for 2012 (provisional) at the basic rate is a profit in the order of €107.3
million, taking into account the main net add-backs or deductions as follows:
(In € millions)
Pre-tax book income for the year
51.7
Net allowance of collective provision
31.5
Provision for headcount reduction schemes
-0.5
Income from penalties net of early repayment,
loan restructuring and staggering of the cash balances
1.7
Premiums, discounts on investment securities and investments reaching maturity
Other adjusted elements
Taxable income
17.7
5.2
107.3
This taxable income at the ordinary law rate generates a tax charge of €38.9 million, including an adjustment of
the 2011 CT for €0.1 million.
At the reduced tax rate, the taxable result for 2012 does not generate any tax charge.
Note 42 - Sector-specific information
OSEO is primarily active in the following business lines:
•
cofinancing 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 covers the financing of public sector receivables in mainland 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.
2012
(In € millions)
Activity
2011
Financial NBI Average outstandings Financial NBI Average outstandings
Cofinancing
-of which leases
Guarantee
290.0
13,754.4
197.2
11,422.0
157.6
4,572.1
66.0
4,374.0
47.8
101.9
810.6
11,181.0
45.2
93.8
932.0
10,735.0
-of which commissions
69.2
--of which financial proceeds
23.3
25.0
47.3
19.2
55.6
41.3
Innovation
Other
65.9
Note 43 - Activities on behalf of third parties
2012
Assets
(In € millions)
Liabilities
Off-balance sheet
Suspense
Liabilities Cash and cash equivalents Total Debts
Total
accounts
Guarantee activity
DOM managed funds
0.0
64.9
64.9
0.0
Camulor
0.0
FGRU (*)
0.0
Student loans
0.0
14.4
64.9
64.9
251.0
0.2
0.2
0.0
0.2
0.2
0.2
13.1
13.1
0.0
13.1
13.1
12.2
14.4
0.0
14.4
14.4
180.6
41.5 64.7
134.1 157.3
0.0
0.0
64.7 64.7
157.3 157.3
0.0
444.0
Innovation aid activity
Asset
Total
23.2
23.2
(*) FGRU: Guarantee Fund for Urban Renewal
197
Note 44 - Personnel
The average headcount on the payroll in 2012, including seconded staff, expressed in full-time equivalent posts,
was 1,655, 81% of whom were executive staff.
The balance of vested rights in respect of individual training entitlement (Droit Individuel à la Formation) stood at
26,681 days at end of December 2012.
Note 45 - Compensation paid to members of executive and supervisory boards
The compensation paid to directors during the fiscal year was equal to €1,175,000.
Directors do not receive any attendance fees.
198
12. Reports from the Statutory auditors
12.1 Report on the consolidated financial statements
Fiscal Year closing 31 December 2012
199
200
201
202
12.2 Report on the annual financial statements
203
204
205
206
12.3 Special report on the regulated agreements and
commitments
207
208
209
210
211
212
213
214
215
216
13. General information regarding the issuer
13.1. History and development of the company
The OSEO public establishment with an industrial and commercial nature was born in 2005 out of 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 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 of bank financing 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 assignment 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 no.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 of the companies OSEO
garantie, OSEO innovation and OSEO Bretagne. The operation was approved by the General Meetings of the
entities that met in December 2010, and took effect on 31 December 2010. Moreover, OSEO financement, now
called SA OSEO, increased its issued capital during this operation in order to strengthen its own funds and to
meet the requirements of the monetary authorities.
On 29 January 2012, President of the French Republic Nicolas SARKOZY announced the creation of the bank for
industry, OSEO Industrie, a 100% subsidiary of OSEO SA. With capital of €1 billion, it will be used to finance
industrial investments by companies, including ISEs. This capital resulted from an allocation of €1 billion from the
shareholding (via EPIC OSEO for the State) for the benefit of OSEO SA, and took the form of a capital increase
to the amount of €1 billion. The Extraordinary General Meeting met on 2 March 2012, and decided to carry out
this capital increase in two successive operations, each of €500 million. As recognised by the Board of Directors,
the first operation was a success since the subscriptions amounted to €538 million. The second capital increase
will be decided by the Board of Directors based on a delegation from the General Meeting, within 26 months.
On 6 June 2012, the French Minister for the Economy announced the creation of the Bank for Public Investment
(BPI) in 2013. A public group intended to help with the financing and development of companies, acting in support
of the public policies implemented by the State and by the Regions, it will include the activities of OSEO, CDC
Entreprises and of the Strategic Investment Fund. The creation of the BPI was made official by law no.2012-1559
of 31 December 2012, amending order no.2005-722 of 29 June 2005 relative to the creation of the OSEO public
corporation and of the OSEO public limited company. A public limited financial company, it will be held in equal
shares by the State via EPIC BPI-Groupe, and the Caisse des Dépôts. It is expected to be operational as soon as
the shareholders make their contributions. The SA OSEO will become a subsidiary of the BPI-Groupe public
limited company in the same manner as the entity that includes the own funds activity of CDC Entreprises and of
the FSI.
217
13.2. Company name, registration, incorporation date and term, registered
offices
The Société Anonyme OSEO is registered with the Créteil Trade and Companies Register under number Créteil
TCR 320 252 489 (APE code 6492 Z).
OSEO was created on 22 December 1980 under the name Crédit d’Équipement des PME. The term of the
company is set at ninety-nine years starting on 14 November 1980
The registered offices are at 27-31, avenue du Général Leclerc 94710 Maisons-Alfort cedex, telephone:
01.41.79.80.00.
13.3. Legal form, regulatory texts and applicable legislation
Information included for reference
Pursuant to article 28 of European Commission regulation no. 809/2004, the following information is included for
reference in the present reference document:
•
for fiscal 2011, the reference document was filed with the French Financial Markets Authority (Autorité des
Marchés Financiers) on 27 April 2012, under filing no. D.12-0465. The consolidated financial statements
appear on pages 76 to 155 of the document and the corresponding audit report on page 199. The
certificate from the people in charge of verifying the financial statements appears on page 218. This
reference document was updated on 25 July 2012, under filing no. D.12-0465-A01, with the information
relative to the decision of the General Meeting of 14 May 2012 to distribute a dividend per share of €0.17.
•
for the 2010 fiscal year, the reference document for 2010 was deposited with the French Financial Markets
Authority (Autorité des Marchés Financiers) on 1 June 2011, under deposit number D.11-0532. The
consolidated financial statements appear on pages 75 to 155 of the document and the corresponding audit
report on page 206. The certificate from the people in charge of verifying the financial statements appears
on page 224.
218
Trend information
OSEO certifies that no significant deterioration has affected its prospects since the date of its last audited and
published financial statements.
Legal proceedings and arbitration
OSEO 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.
Significant change in the issuer’s financial position
OSEO 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.
Conflicts of interest on the levels of the administration and management bodies
To the best of OSEO’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.
Documents accessible to the public
OSEO certifies that:
•
copies of the act of incorporation and bylaws of the issuer may be consulted at its registered offices, 2731 avenue du Général Leclerc 94710 Maisons-Alfort Cedex,
•
the 2012 annual report of the OSEO company can be accessed on its Internet site: oseo.fr,
•
the 2011 and 2010 annual reports, serving as reference documents, are available for consultation on the
website: oseo.fr.
219
14. Persons responsible for the reference document and
for audits
14.1. Responsible person
The OSEO Chairman and Chief Executive, Mr. François DROUIN, is responsible for the information contained in
the present document.
Declaration of the Chairman and Chief Executive
I hereby certify, having taken all reasonable measures to that effect, that the information contained in this
reference document is, to the best of my knowledge, a true representation of the facts and contains no omission
likely to affect its interpretation.
I have obtained a certificate of completion from the statutory auditors 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.
220
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 190 to 193 of the said document. On the other
hand, the financial information presented in the reference documents for 2010 and 2011 were the subject of
reports by the legal controllers, each of which contains an observation respectively included on pages 206 and
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 an
accurate 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 which they
face.
The Chairman and Chief Executive
François DROUIN
14.2. Statutory auditors
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 of 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 2010 were
audited and certified 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.
KPMG, 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 end of the Ordinary
General Meeting examining the financial statements of the fiscal year to 31 December 2014, represented by
Marie-Christine FERRON-JOLYS and Philippe SAINT-PIERRE.
The individual and consolidated financial statements for the fiscal year ending on 31 December 2010 were
audited and certified by Marie-Christine FERRON-JOLYS and Philippe SAINT-PIERRE of the KPMG firm. 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 of the KPMG firm.
Replacements
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
His term of office for OSEO 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
His term of office for OSEO expires in 2015.
221
15. Correspondence table
Headings of Appendix XI of EC regulation no. 809/2004 of 29 April 2004
(banks registration document)
1. Responsible person ................................................................................................................................ 211
2.
statutory auditors .................................................................................................................................. 212
3. Risk factors ..................................................................................................................................... 23 to 29
4. Information about the issuer
4.1. History and evolution of the company ............................................................................................ 208
5. Business overview
5.1. Main activities ........................................................................................................................... 15 to 19
5.2. Main markets ........................................................................................................................... 15 to 19
6. Organisational chart................................................................................................................. 7, 64 and 65
7. Information on the trends ....................................................................................................................... 209
222
8. Profit forecasts or estimates ............................................................................................... Not applicable
9. Administrative, management and surveillance bodies
9.1. Members of the administrative and management bodies ........................................................... 8 to 10
9.2. Conflicts of interest .......................................................................................................................... 210
10. Main shareholders ....................................................................................................................................... 6
11. Financial information concerning the issuer’s assets and liabilities, financial position and
profits and losses
11.1. Historical financial information .................................................................................................. 68 to 74
11.2. Financial statements ............................................................................................................... 68 to 189
11.3. Reports from the Statutory auditors ...................................................................................... 190 to 207
11.4. Date of the latest financial information .............................................................................................. 68
11.5. Interim and other financial information ........................................................................... Not applicable
11.6. Legal proceedings and arbitration ................................................................................................... 209
11.7. Significant change in the issuer’s financial position ........................................................................ 210
12. Important contracts .............................................................................................................. Not applicable
13. Third party information and statements by experts, and declarations of any interestsNot applicable
14. Documents accessible to the public ..................................................................................................... 210
Information included for reference ................................................................................................................ ..209
2012 Annual Report
OSEO
Public limited company (SA) with Board of Directors
With capital of €750,860,784
Créteil TCR 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.oseo.fr

Annual Report 2012 SA OSEO

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