2015 ANNUAL REPORT
Year ended December 31, 2015
2015
Presentation of the Fimalac Group
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CONTENTS
Section 1. Presentation of the Fimalac Group ............................................................................................. 5
1.1. – Chairman's Message ................................................................................................................... 5
1.2. – Key figures.................................................................................................................................. 7
1.3. – Legal structure ............................................................................................................................ 8
1.3.1. – Group structure as of December 31, 2015 .................................................................................. 8
1.3.2. – List of significant subsidiaries at December 31, 2015 ................................................................ 9
1.4. – Fimalac (parent company) .......................................................................................................... 9
1.5. – Fitch Group ................................................................................................................................. 9
1.5.1. – History of Fitch Group ................................................................................................................ 9
1.5.2. – Operating Highlights ................................................................................................................ 10
1.6. – Fimalac Développement ........................................................................................................... 11
1.7. – Webedia .................................................................................................................................... 12
1.8. – Real Estate Division ................................................................................................................. 13
1.9. – Additional Information ............................................................................................................. 14
1.9.1. – Dependence factors ................................................................................................................... 14
1.9.2. – Corporate social responsibility and environmental information ............................................... 14
1.9.3. – Provisions for Environmental Liabilities .................................................................................. 23
1.9.4. – Investment Policy ..................................................................................................................... 23
1.9.5. – Property, Plant and Equipment ................................................................................................. 24
1.9.6. – Material Contracts .................................................................................................................... 24
Section 2. Culture & Diversité Foundation ............................................................................................... 25
Section 3. Risk factors ............................................................................................................................... 30
3.1. – Liquidity risk ............................................................................................................................ 30
3.2. – Market risks (currency, interest rate and equity risks) .............................................................. 31
3.2.1. – Currency risk ............................................................................................................................ 31
3.2.2. – Interest rate risk ........................................................................................................................ 31
3.2.3. – Equities risk .............................................................................................................................. 32
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3.3. – Customer risk ............................................................................................................................ 33
3.3.1. – Fitch Group ............................................................................................................................... 33
3.3.2. – Groupe Barrière ........................................................................................................................ 33
3.3.3. – Live entertainment production and entertainment venue management .................................... 33
3.3.4. – Digital Division ........................................................................................................................ 34
3.4. – Risks associated with off-balance sheet commitments ............................................................. 34
3.5. – Legal risks ................................................................................................................................. 35
3.5.1. – Fitch Group ............................................................................................................................... 35
3.5.2- Other legal risks ........................................................................................................................ 37
3.6. – Industrial and environmental risks ............................................................................................ 37
3.7. – Other risks ................................................................................................................................. 37
3.7.1. – Risks affecting the industries in which the Group operates ...................................................... 37
3.7.2. – Risks associated with the entertainment venue and sports center management
business ..................................................................................................................................... 37
3.7.3. – Risks associated with the live entertainment production business ........................................... 38
3.7.4. – Risks associated with Groupe Barrière's business .................................................................... 38
3.7.5. – Risk associated with the Digital Division ................................................................................. 39
3.8. – Liens or mortgages on Fimalac's assets .................................................................................... 39
3.9. – Insurance ................................................................................................................................... 39
3.10. – Real estate market risks ............................................................................................................ 40
Section 4. Management's Discussion And Analysis .................................................................................. 41
4.1. – Management's discussion and analysis of the consolidated financial statements ..................... 41
4.2. – Management's discussion and analysis of the Company financial statements.......................... 42
Section 5. Trend information ..................................................................................................................... 43
5.1. – Recent developments ................................................................................................................ 43
5.2. – Outlook for 2016....................................................................................................................... 43
5.3. – Financial calendar ..................................................................................................................... 44
Section 6. Financial information for the year ended December 31, 2015 ................................................. 45
6.1. – Consolidated financial statements ............................................................................................ 45
6.2. – Statutory Auditors' fees........................................................................................................... 115
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6.3. – Report of the Statutory Auditors on the consolidated financial statements ............................ 116
6.4. – Company financial statements ................................................................................................ 118
6.5. – Report of the Statutory Auditors on the company financial statements ................................. 136
6.6. – Statutory Auditors' special report on related party agreements and commitments ................. 138
Section 7. Corporate Governance ............................................................................................................ 142
7.1. – Senior Management structure ................................................................................................. 142
7.2. – Chairman's Report (Article L.225-37 of the French Commercial Code) and
Statutory Auditors' Report on the Chairman's Report ............................................................ 142
7.2.1. – Chairman's Report .................................................................................................................. 142
7.2.2. – Statutory Auditors' Report on the Chairman's Report ............................................................ 160
7.3. – Information about Directors and Non-Voting Directors ......................................................... 162
7.4. – Directors' Interests .................................................................................................................. 179
7.4.1. – Directors' individual compensation packages ......................................................................... 179
7.4.2. – Funding of central services by Group companies ................................................................... 185
7.4.3. – Cash pooling agreement ......................................................................................................... 185
7.4.4. – Other agreements entered into in prior years and which remained in force in
2015 ........................................................................................................................................ 185
7.4.5. – Agreements authorized during the year .................................................................................. 186
7.4.6. – Loans and guarantees granted to or on behalf of directors ..................................................... 186
7.5. – List of transactions governed by article L.621-18-2 of the French Monetary and
Financial Code ........................................................................................................................ 187
7.6. – Employee Profit-Sharing Plans ............................................................................................... 188
7.6.1. – Profit-sharing and incentive bonus agreements ...................................................................... 188
7.6.2. – Management stock options ..................................................................................................... 188
Section 8. General information about Fimalac and its capital ................................................................. 189
8.1. – Legal information ................................................................................................................... 189
8.2. – Information About the Company's Capital ............................................................................. 192
8.2.1. – Share capital at December 31, 2015 ....................................................................................... 192
8.2.2. – Share buybacks ....................................................................................................................... 192
8.2.3. – Stock option and stock grant plans at December 31, 2015 ..................................................... 194
8.2.4. – Share equivalents .................................................................................................................... 194
8.2.5. – Authorized, unissued capital ................................................................................................... 194
8.2.6. – Changes in capital over the last five years .............................................................................. 195
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8.3. – Ownership structure ................................................................................................................ 195
8.4. – Market for Fimalac securities ................................................................................................. 199
8.4.1. – Listings ................................................................................................................................... 199
8.4.2. – Share performance over the last 18 months ............................................................................ 200
8.5. – Dividends ................................................................................................................................ 200
8.5.1. – Dividends paid over the last five years ................................................................................... 200
8.5.2. – Statute of limitations for dividends ......................................................................................... 200
8.6. – Five-Year Financial Summary ................................................................................................ 201
Section 9. Annual Shareholders’ Meeting of June 15, 2016.................................................................... 202
9.1. – Report of the Board of Directors on the proposed resolutions ............................................... 202
9.2. – Statutory Auditors' Reports on the Extraordinary Resolutions ............................................... 205
9.2.1. – Statutory Auditors' special report on the capital reduction(s) to be carried out by
canceling treasury stock .......................................................................................................... 205
9.2.2. – Statutory Auditors' special report on the granting of new or existing shares ......................... 206
9.2.3. – Statutory Auditors' special report on the employee rights issue ............................................. 207
9.3. – Text of the proposed resolutions ............................................................................................. 208
Section 10. Other information ................................................................................................................... 214
10.1. – Statutory Auditors ................................................................................................................... 214
10.2. – Information Policy .................................................................................................................. 214
10.3. – Information published or disclosed to the public since January 1, 2015 ................................ 215
10.4. – Documents on Display ............................................................................................................ 216
Section 11. Cross-reference list of information required in the Annual Report ........................................ 217
Section 12. Corporate social responsibility and environmental index ....................................................... 218
Section 13. Corporate social responsibility and environmental report ...................................................... 223
Presentation of the Fimalac Group
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SECTION 1.
PRESENTATION OF THE FIMALAC GROUP
1.1. – CHAIRMAN'S MESSAGE
Dear Shareholder,
I was pleased to announce, following the Board meeting of March 14, 2016, that Fimalac reported a profit of
some €1.6 billion in 2015, while also consolidating its development and diversification initiatives. I am taking
the opportunity of this message to shareholders to comment on our proposed share buyback offer announced
after the Board meeting.
****
Fimalac delivered an excellent financial performance in 2015, ending the year with attributable net profit of
€1,583 million versus €87 million in 2014.
This profit includes the substantial capital gain realised in March 2015 on the sale of 30% of Fitch Group to
Hearst, at a price that significantly exceeded market expectations. We also realized a significant capital gain on
the sale of our NextRadioTV shares in December 2015.
Our earnings performance was shaped by these one-off gains as well as by certain non-recurring costs, but it
also demonstrated the robustness of each of our core businesses. It was also rooted in the development
initiatives that I announced to pursue our Group's diversification.
Fimalac still has a 20% interest in Fitch Group and plays a significant role in its governance alongside Hearst.
Fitch Group enjoyed another year of earnings growth in 2015, led by a particularly strong revenue performance
in the United States.
Groupe Barrière, which is 40%-owned by Fimalac, also had a good year in a lackluster economic environment,
reporting a sharp rise in operating profit.
Fimalac's Digital sector, organized around Webedia, carried out numerous development initiatives both in
France and internationally, in line with our strategy for this business. In 2015, revenues exceeded the business
plan targets.
The Entertainment sector also continued to expand. This sector is still investing to grow its live entertainment
production, entertainment and sports venue management and entertainment services businesses.
With its significant cash reserves, Fimalac has the headroom needed to pursue its diversification. Our strategic
priority is to develop our most recent business ventures in the Digital and Entertainment sectors. We will also
stay on the look-out for new real estate opportunities in Paris and other Western capitals.
*****
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This discussion of recent developments concerning Fimalac would not be complete without mentioning the
public share buyback offer approved by the Board of Directors on March 14, 2016. The proposed offer was
submitted to France's securities regulator, Autorité des Marchés Financiers (AMF), on March 15 and will be
launched following the AMF's review of its compliance with French securities laws to be conducted on
April 12, 2016.
The offer forms part of our share buyback program and will concern up to 1,700,000 Fimalac shares,
representing 6.3% of the current capital. The shares will be bought back into treasury stock and subsequently
cancelled.
For shareholders who choose to take part, we believe that the offer is a transparent method of allowing them to
cash in all or part of their investment, depending on their strategy regarding their Fimalac shares, and making a
special distribution to these shareholders of part of the significant capital gains realized in 2015.
Other shareholders may prefer to retain their Fimalac shares. Fimalac intends to remain listed on
NYSE Euronext Paris and no squeeze-out procedure is planned. The stock market listing offers enduring
benefits and shareholders attracted by the Group's development strategy will thus be able to continue to invest
in a company whose shares are traded on the Paris bourse.
The offer price will be set at €101 per share including the 2015 dividend and will be paid in cash. This is the
price recommended to the Board of Directors by the banks retained to present the offer and by the independent
expert retained to issue a fairness opinion.
I hope that shareholders interested in cashing in their investment will find this price of €101 attractive. As
explained in the draft prospectus, it represents a premium of approximately 25% on the closing Fimalac share
price on March 14, 2016 (€81) and even higher premiums on, for example, the three- or six-month average
share prices.
At the Annual Shareholders' Meeting on June 15, 2016, the Board of Directors will recommend paying a
dividend of €2.10 per share to holders of shares that are not tendered to the buyback offer described above,
which will end ahead of the meeting. The offer price will include the recommended dividend.
****
As a Fimalac shareholder, the choice is up to you, depending on your strategy and your expectations. I would
like to warmly thank all shareholders who tender their shares for the confidence they have shown us, in many
cases over a long period of time.
Marc Ladreit de Lacharrière
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1.2. – KEY FIGURES
Profit attributable to equity holders (in € millions)
Equity attributable to equity holders (in € millions)
Dividend per share (in €)
* Including a special dividend of €2.00 per share
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1.3. – LEGAL STRUCTURE
(see Note 3 to the consolidated financial statements)
1.3.1. – GROUP STRUCTURE AS OF DECEMBER 31, 2015
(1) Includes shares held directly and indirectly by Marc Ladreit de Lacharrière. Note also that shares representing 1% of the capital are held by
Fimalac.
(2) US-based Hearst Corporation is Fimalac's sole partner in Fitch Group. It initially acquired 20% of the capital and voting rights in April 2006, and raised its interest in successive transactions to 80% of the capital and voting rights on March 12, 2015. Hearst is one of the world's largest
communication groups. Created more than 120 years ago, the privately owned group currently has over 20,000 employees. Its diversified business
base encompasses the print media (newspapers and magazines), television and radio and the Internet. The agreement between Fimalac and Hearst Corporation, which has been in force since 2006, can be downloaded from the Investor Relations
section (Legal Documents) of the Fimalac website (www.fimalac.com), along with the various addenda signed since then. The agreement's main
terms and a description of the current situation following the March 12, 2015 sale of a further 30% of Fitch to Hearst are presented in section 8.4 – Ownership Structure.
(3) Following Fimalac's investment in Groupe Barrière, Fimalac and Groupe Desseigne-Barrière, as sole shareholders, decided to adopt new bylaws for
the company, (a closely-held corporation organized as a société par actions simplifiée) that include provisions governing its management and corporate governance (committees of the Board, executive management powers, etc.) and the sale of shares (lock-up clause, right of first offer,
tag-along rights, etc.). These bylaws (in French only) can be downloaded from the Fimalac website, www.fimalac.com, by selecting the French
version and clicking on "Relations Investisseurs", "Documentations financières et juridiques", "Documents juridiques". (4) Following Fimalac's acquisition of 10% of Société Fermière du Casino Municipal de Cannes (SFCMC), a shareholders' pact was signed with
Dominique Desseigne, dated June 29, 2011, providing for tag-along rights, drag-along rights and a reciprocal right to information. The pact is for
a renewable period of ten years. (5) Fimalac and the minority shareholders of Webedia signed a ten-year shareholders' pact when Fimalac acquired a stake in Webedia, providing for
put and call options, tag-along rights and drag-along rights.
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1.3.2. – LIST OF SIGNIFICANT SUBSIDIARIES AT DECEMBER 31, 2015
Name Country of
registration Business
% interest
held by
Fimalac
Fitch Group* United States Holding company for the Fitch Group 20.0%**
Fimalac Développement Luxembourg Holding company for the Group's diversified
investments 100.0%
North Colonnade Ltd* United
Kingdom Owner of the London building 80.0%
Trois S* France Holding company for the Entertainment Division 100.0%
Webedia France Digital content, holding company for the Digital
Division 79.2%
* Indirectly owned
** Interest reduced to 20% on March 12, 2015
1.4. – FIMALAC (PARENT COMPANY)
The Group's parent company, Fimalac, does not conduct any business on its own behalf. It holds a stake in
several operating subsidiaries and is actively involved in determining their strategies.
In addition, Fimalac provides cash management services to most Group companies.
The subsidiaries' profits generally flow to Fimalac and there are no restrictions on the use of their cash
reserves.
1.5. – FITCH GROUP
Fitch Group, which has been 20%-owned by Fimalac since March 12, 2015, heads a group comprising Fitch
Ratings (credit ratings), Fitch Solutions (research and subscriptions), Fitch Learning (learning and training)
and Business Monitor International (financial information).
1.5.1. – HISTORY OF FITCH GROUP
Fitch Group is present in every major region of the world, with offices in some 50 countries. It is continuing to
expand its expertise and market presence. The March 2014 acquisition of Business Monitor International
further strengthened its offer in the field of financial information services.
Milestones:
Early 1992: Creation of a rating department
Late 1992: Acquisition of UK-based IBCA
1997: Acquisition of US-based Fitch
Fitch and IBCA merged to form Fitch-IBCA
2000: Acquisition of US-based Duff & Phelps
Duff & Phelps merged with Fitch-IBCA to create Fitch-IBCA Duff & Phelps
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Late 2000: Acquisition of Canada’s Bankwatch
Fitch-IBCA Duff & Phelps renamed Fitch Ratings
2008: Creation of Fitch Solutions
2013: Acquisition of 7city and creation of Fitch Learning
2014: Acquisition of Business Monitor International (BMI)
1.5.2. – OPERATING HIGHLIGHTS
Fitch Ratings' global expertise, built on a foundation of local market experience, extends across credit markets
in over 150 countries. Fitch Ratings conducts analysis of the credit markets covering Corporate Finance
(including Financial Institutions and Insurance), Structured Finance, Public Finance, and Global Infrastructure
and Project Finance.
The agency's ratings and research products and services offer the credit markets an opinion on the relative
ability of an entity or a transaction to meet financial commitments such as interest payments, repayment of
principal, insurance claims or counterparty obligations. The agency's credit ratings are used by investors
worldwide as an indication of the likelihood of receiving their money back in accordance with the terms on
which they invested.
In addition to ratings, Fitch offers fixed income research, analytics, data, pricing and valuation services
through its Fitch Solutions unit. It also provides professional training services through Fitch Learning and
financial information through BMI.
Financial Review
In 2015, Fitch Group's various businesses generated total revenues of $1,168.7 million, up from
$1,124.1 million the previous year. After translation into euros, their contribution to consolidated revenue
came to €1,051.5 million versus €840.9 million in 2014, an increase of 25% on a reported basis and 8.7%
like-for-like (based on a comparable scope of consolidation and at constant exchange rates).
On the ratings side, 2015 saw revenue increases across most asset classes driven by favorable issuance trends,
continued acceptance of Fitch's credit opinions and business development efforts worldwide.
Recurring operating profit was $425.4 million in 2015 compared with $384.6 million for the prior year.
Translated into euros, recurring operating profit (€382.8 million) was up 32.4% on a reported basis and 16.7%
like-for-like.
Market Share and Competition
Fitch Ratings competes on a local and global scale with other credit rating agencies, as well as with investment
banks, brokerage houses, asset managers, and independent research firms that offer credit research, data,
analyses and opinions. Its largest competitors in the global credit rating business are Moody's Investors Service
(Moody's) and Standard & Poor's Rating Services (S&P), a division of The McGraw-Hill Companies, Inc.
Fitch Ratings' market share of global debt issuance, measured in terms of dollar issuance volume, stands at an
estimated 62%. The table below lists global market share for the individual asset classes where Fitch is an
active player.
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Fitch Ratings Market Share
(2015)1:
Non-Financial Corporates 48%
Financial Institutions 85%
Structured Finance 54%
Public Finance 62%
Total 62% 1 Source: Bloomberg, Dealogic, CRA websites
1.6. – FIMALAC DÉVELOPPEMENT
Fimalac Développement indirectly holds the North Colonnade building (see section 1.8 below), and is also the
platform for other diversified investments. The Group plays an active role in helping to run the acquired
companies' businesses. Over the years, Fimalac Développement has made significant investments in the leisure
and luxury hotel segments as well as in the entertainment industry.
a) – Investments in leisure activities and luxury hotels
In March 2011, Fimalac Développement acquired 40% of Groupe Barrière in a €186 million deal. Groupe
Barrière is a renowned luxury hotel and casino operator with two prestigious brands, Barrière and Fouquet's.
Groupe Barrière is the leading casino operator in France and Switzerland and one of the top tier players in this
market in Europe. Most of the luxury hotels operated by Groupe Barrière are owned by the group.
In June 2011, furthering its ties with the Desseigne-Barrière family, the Group purchased a 10% stake in
Société Fermière du Casino Municipal de Cannes (SFCMC) for €35 million. SFCMC operates two casinos and
two prestigious hotels in Cannes (including the Majestic Barrière) offering a comprehensive range of gaming,
leisure and entertainment options.
Groupe Barrière's revenue before gambling taxes for the twelve months ended October 31, 2015 amounted to
€1,073.3 million, up from €1,037.5 million for the previous fiscal year. EBITDA came in at €144.3 million
compared with €131.4 million for fiscal 2014. This good performance reflects Groupe Barrière's success in
increasing both revenues and profit in a challenging trading environment.
b) – Entertainment Division
In 2010, Fimalac decided to diversify into the Entertainment industry. Today, it ranks among the French
leaders in this field, in both live entertainment production and venue management.
The process began when Fimalac Développement joined forces in 2010 with Gilbert Coullier, one of France's
leading concert and show organizers, by acquiring a stake in Gilbert Coullier Productions, which currently
stands at 60%. It continued with the acquisition of stakes in Auguri Productions, K-Wet Productions and, more
recently, Encore Productions and the production companies headed by Thierry Suc.
Also in 2010, Fimalac acquired a majority interest in Vega, France's leading entertainment venue management
company. Through Vega, Fimalac now manages around thirty sites, including the Zenith chain of
entertainment venues and multi-purpose facilities in many French cities. Vega also controls Ellipse and, since
2014, Carilis, two sports and aquatic center operators.
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Several additional partnerships have been created over a number of years, for example, to acquire the
Le Comédia theatre business and to launch a number of musical shows. The Group is now poised to take over
operation of the Salle Pleyel classical music venue, Théâtre Marigny and Théâtre de la Porte Saint-Martin, all
in Paris.
In 2015, the Entertainment Division generated aggregate revenue of some €243 million. However, because
several of the entities are accounted for by the equity method, its contribution to Fimalac's consolidated
revenue was just €76.2 million
1.7. – WEBEDIA
After underwriting a rights issue in December 2014 to provide funds for business growth, as of
December 31, 2015 Fimalac owned 79.2% of Webedia, the lynchpin of this new activity that the Group has
been developing since July 2013.
Webedia continued to invest in growing the business in 2014 and 2015, while also expanding its geographic
footprint, with a presence in most of its business areas in Germany, Spain, Brazil, Turkey and the Middle East.
In February 2016, a new €300 million rights issue was carried out to finance the acquisitions made in 2015.
Most of the new shares were acquired by Fimalac, which holds 88.8% of Webedia's new capital. The shares
were paid up by capitalizing current account advances.
Webedia is currently developing Digital activities in five vertically-integrated specialized areas:
Fashion/beauty (Purepeople and Purestyle websites)
Movies (Allociné and Côté ciné in France, Moviepilot in Germany and Westworld Media in the United
States)
Video games (Jeuxvideo.com and Millennium)
Cookery and gastronomy (750g and Académie du Goût)
Travel (EasyVoyage, Le Bon Guide).
Going forward, we intend to give priority to developing our Digital activities, both in France and in
international markets, with the aim of becoming a leading news aggregator in our specialized areas. We also
plan to expand our services to major brands.
In 2015, the Digital Division outperformed its business plan targets. Revenue for the year stood at
€134.6 million including the contribution of newly acquired businesses as from the acquisition date.
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1.8. – REAL ESTATE DIVISION
The Group has also developed significant real estate activities. Through its subsidiary North Colonnade Ltd
(80%-owned), the Group owns a roughly 33,000-square-meter office building in the Canary Wharf financial
district of London. In France, the Fimalac parent company acquired an office building located next to its
headquarters on rue de Lille in Paris in November 2010, which has since been refurbished.
Key balance sheet data for North Colonnade Ltd (London building), the Group's main real estate asset, is
presented below:
At December 31, 2015 (in £ millions) (in € millions)
Net carrying amount 208.6 284.2
Other assets and liabilities 5.9 8.0
214.5 292.2
Financed through equity
– Fimalac 80% 69.6 97.0
– Hearst 20% 17.4 24.0
– Translation reserve and retained earnings (81.2) (113.2)
Financed through debt
– Fimalac 80% 110.0 149.9
– Hearst 20% 27.5 37.5
– Non-bank financing 80.0 109.0
– Cash and cash equivalents (8.8) (12.0)
214.5 292.2
Fitch's London-based teams moved their UK headquarters to the 30 North Colonnade building in Canary
Wharf in late 2010, occupying part of the available space. The remaining space was let to KPMG in early
August 2013.
In December 2013, North Colonnade Ltd refinanced part of its debt with a major insurance group, through an
£80 million (€109 million), seven-year bullet loan
Estimates of the building's fair value take into account our ability and intention to hold the asset over a long
period; the quality of the building and its prime location; its current rental and market value and the terms of
the leases, particularly the lease with KPMG signed in August 2013.
In connection with the £80 million refinancing, an independent valuation was obtained in December 2013 at
the insurance company's request. The valuation was updated in late December 2015.
The valuation-date fair value, including a discount for the rent-free period granted under the most recent lease,
is in the range of £242.4 million to £251.5 million (€330.3 million to €342.7 million). The future fair value,
after the rent-free period has elapsed and assuming the leases are rolled over with the current tenants, is
estimated at £257.0 million to £265.7 million (€350.0 million to €362.0 million).
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1.9. – ADDITIONAL INFORMATION
1.9.1. – DEPENDENCE FACTORS
Management considers that the Group is not materially dependent on any patents, licenses, supply,
manufacturing, sales or financial contracts, new industrial processes, suppliers or government agencies. Certain
specific dependence factors, mainly related to investments, are discussed below.
1.9.2. – CORPORATE SOCIAL RESPONSIBILITY AND ENVIRONMENTAL INFORMATION
Our accounting department has prepared a report describing Fimalac's sustainable development and CSR
policy, and that of our subsidiaries.
This CSR report, which is an integral part of the management report, complies with the transparency
requirements of articles L.225-102-1 and R.225-104 to R.225-105-2 of the French Commercial Code on
corporate social responsibility and environmental information. It has been audited by a member of the network
of one of Fimalac's Statutory Auditors, in its capacity as a Cofrac-accredited Independent Third Party. The
Independent Third Party's CSR Information Completeness and Fairness Report is presented on page 223.
Although not required under French CSR reporting rules, Fitch Group employees are mentioned in a separate
paragraph for information purposes.
1) EMPLOYEE INFORMATION
Consolidated employee data for the Fimalac Group at December 31, 2015 primarily corresponds to employees
of the Entertainment and Digital Divisions (2,587 employees out of a Group total of 2,622).
The other 35 people are employed by the parent company, Fimalac, and its holding companies. The parent
company, Fimalac, employs only a small team, mostly working in management, as well as on investment and
development projects. The absenteeism rate among these employees is low, as is the turnover rate. Staff
training at the parent company is decided on a case-by-case basis and a few courses were organized in 2015.
There were no workplace accidents during the year.
The information below mainly concerns the Group's operating subsidiaries. For the companies acquired in
2015, reporting systems are in the process of being set up to collect the necessary data for inclusion in next
year's CSR report. As a result, the only information provided this year concerns employee numbers.
a) Average number of Group employees by business segment
Average number of employees 2014 2015
Entertainment Division 367 1,068
Digital Division 649 1,442
Real Estate Division 1 1
Parent and holding companies 30 29
1,047 2,540
The increase in the number of Digital and Entertainment Division employees reflects the inclusion of the
employees of subsidiaries acquired in 2015.
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b) Group employees at the year-end
Employees at the year-end At December 31, 2014 At December 31, 2015
Entertainment Division 924 1,133
Digital Division 711 1,454
Real Estate Division 1 1
Parent and holding companies 30 34
1,666 2,622
During 2014, we continued to develop the Entertainment and Digital Divisions, acquiring subsidiaries
operating in each of these businesses.
c) Group employees by category
Employees at the year-end At December 31, 2014 At December 31, 2015
Managers 444 777
Supervisors, technicians and
administrative staff 1,213 1,622
Production staff - -
Other 9 223
1,666 2,622
d) Group employees by geographical region
Employees at the year-end At December 31, 2014 At December 31, 2015
France 1,416 1,989
Other European Union
countries 68 240
Latin America 43 145
Other 139 248
1,666 2,622
Group employees are based mainly in France (76%). The Digital Division also operates internationally,
through subsidiaries in Brazil, Germany, Spain, Turkey and the Middle East.
e) Group employees by gender
Employees at the year-end At December 31, 2014 At December 31, 2015
Men Women Total Men Women Total
Entertainment Division
477
447
924
666
467
1,133
Digital Division 339 372 711 786 668 1,454
Real Estate Division 0 1 1 0 1 1
Parent and holding companies 15 15 30 14 20 34
831 835 1,666 1,466 1,156 2,622
49.9% 50.1% 100% 55.9% 44.1% 100%
The change in gender balance between 2014 and 2015 was due to recent acquisitions.
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f) Group employees by age
Employees at the year-
end
At December 31, 2014 At December 31, 2015
Under 30 682 1,094
30 to 50 816 1,306
Over 50 168 222
1,666 2,622
Teams in the Digital Division are generally young, with 52% of the workforce (756 out of 1,454) under the age
of 30.
g) Entertainment Division employee information
As explained in section 4) CSR reporting methodology, some information is provided on a limited scope basis.
The Entertainment Division's payroll (excluding payroll taxes) amounted to €33.5 million in 2015 and
corresponded almost exclusively to the salaries of permanent employees.
The Division's compensation policies comply with the applicable collective bargaining agreements (leisure and
cultural facilities and amusement parks; design and engineering firms; privately-owned live entertainment
venue operators, and sports facility operators).
The Division employs a large number of casual workers (intermittents) for whom the turnover rate is by
definition very high. Within the Division, most employee departures are due to reasons other than dismissal.
Within the Vega group, the organization of working hours is specified in an agreement applicable to all
subsidiaries. The agreement affords the flexibility needed to operate as an events organizer with alternating
peak and off-peak periods that enable employees to take additional days of paid leave during the summer
vacation period.
Within the Ellipse group, the organization of working hours complies with the French Labor Code (Code du
Travail) concerning the "35-hour week" or the specific provisions of the applicable collective bargaining
agreements.
To promote effective social dialogue, some subsidiaries have set up employee representative bodies that are
consulted in accordance with the applicable regulations. No collective agreements were signed in 2015 by any
Entertainment Division companies. The Entertainment Division companies are committed to upholding the
right to freedom of association and the right to collective bargaining.
The Division also plays close attention to maintaining high standards of workplace health and safety. In some
subsidiaries, a certain number of measures have been taken to address health and safety risks and limit the
number of workplace incidents. In 2015, less than 20 such incidents were reported. These measures are
displayed on noticeboards in areas where they can be seen by all employees.
The parent company, Vega SA, conducts annual health and safety audits at all of its facilities. The aim of these
audits is to ensure that all mandatory documents have been prepared, to jointly organize prevention plans with
the producers working at its sites, and to improve arduous working conditions. This involves preparing a list of
recommendations for technical staff to promote the application of safe working methods. However, no
workplace health and safety agreements were signed in 2015 with any trade unions or employee
representatives by any Vega group companies.
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Various types of personal protection equipment have been trialled, such as personalized headphones and
earplugs for stage managers and technical staff. So far, none of the solutions have been found to be effective,
with the result that no investments were made in this area in 2015.
Some Ellipse group subsidiaries consult their employee representatives concerning all workplace health and
safety issues. Ellipse has also developed a standard workplace health and safety risk assessment form, which is
reviewed each year. The assessment is sent to the occupational health authorities and is displayed on a
noticeboard where it can be seen by all concerned employees, as required by law. Ellipse group companies
issue instructions to employees concerning the wearing of personal protection equipment.
The Entertainment Division is committed to offering training opportunities to employees. All training
initiatives (including individual training under the "DIF" system) are designed to meet operational needs.
Depending on the subsidiary's business, several types of training are offered (safety training, first aid, SSIAP 1
and 2 electrician accreditations, sports coaching, etc.).
The Vega group provided 1,782.5 hours1 of training to employees in 2015.
Some Entertainment Division subsidiaries pay close attention to combating all forms of discrimination,
particularly in the areas of employment and professional category. They promote a gender neutral approach to
the organization of work.
Concerning the employment and integration of people with disabilities, some Vega group subsidiaries have
signed partnerships with organizations specialized in this area (ADAPEI/PLIE). These subsidiaries promote
local employment of people with disabilities or purchase supplies from sheltered workshops.
The Ellipse group maintains a similar commitment. Legal texts concerning gender equality are posted on
noticeboards where they can be seen by all employees, to promote awareness of this issue. The group has also
signed partnerships with organizations specialized in promoting employment of people with disabilities
(SAMETH and ESAT).
h) Digital Division employee information
We are not currently able to publish all indicators concerning Digital Division employees outside France
because data is not yet available for companies acquired during the year. The published information mainly
concerns companies in France, except for payroll and headcount indicators.
The Digital Division's payroll (excluding payroll taxes) amounted to €44.5 million in 2015.
Webedia's compensation and other human resources policies comply with the applicable collective bargaining
agreements (SYNTEC, journalism and specialized press).
Due to the nature of the business, turnover rates among employees on fixed term contracts are high, with
187 new hires and 158 departures recorded in 2015. The number of permanent employees increased during the
year, with 463 new hires and 308 departures, reflecting business expansion. Most departures are due to reasons
other than dismissal.
1 Excluding headquarters (9% of Vega employees).
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Within the Webedia group, the organization of working hours complies with the French Labor Code
concerning the "35-hour week" or the specific provisions of the applicable collective bargaining agreements. A
reorganization of working hours at certain group companies is due to be completed in 2016.
To promote effective social dialogue, some subsidiaries have set up employee representative bodies that are
consulted in accordance with the applicable regulations. The Digital Division companies are committed to
upholding the right to freedom of association and the right to collective bargaining. In 2015, two corporate
agreements came into effect in certain Webedia group companies.
In the area of workplace health and safety, the group focuses on offering employees a high quality working
environment. Safety training is organized at Webedia SA's headquarters in partnership with the French Red
Cross (evacuation warden, first aider, safety officer). In 2015, five minor workplace incidents involving
permanent staff were reported at Webedia SA. No workplace health and safety agreements were signed in
2015 with any trade unions or employee representatives by any Webedia group companies.
The Digital Division companies organize training programs tailored to their operational needs, covering such
areas as foreign language skills, management skills, HR and payroll, web skills and safety.
A training plan was drawn up in 2015 for certain subsidiaries and a total of 656 hours2 of training were
provided during the year.
The Webedia group is committed to helping to combat all forms of discrimination in the workplace. It
publishes numerous articles on its websites to raise awareness of this issue. Some initiatives are intended to
promote gender equality. For example, training was given to employees ahead of a gender equality assessment
exercise that was organized in preparation for the adoption of an agreement on this issue in 2016. Other
initiatives promote the employment and integration of people with disabilities. For example, some Webedia
group companies purchase supplies from specialized sheltered workshops ("ESATs").
The Webedia group applies strict equal opportunity policies in the areas of hiring, promotion and
compensation, without discriminating against people on the grounds of their religion, background, age,
personal situation or disability. Its hiring policies are designed to create a diverse workforce. The group
complies with the conventions of the International Labour Organization (ILO) and prohibits all forms of child
labor and forced labor.
i) Fitch Group employee information
For information, Fitch Group (accounted for by the equity method) had 3,255 employees at
December 31, 2015 versus 3,041 at the previous year-end.
2) ENVIRONMENTAL INFORMATION
The Group has a diversified business base and the subsidiaries are not all faced with the same challenges in
terms of sustainable development. Our communications about environmental policies therefore concern the
material issues that are specific to each business. As explained in section 4) CSR reporting methodology,
Carilis is not included in the data presented below.
2 Covering 37% of Digital Division employees.
Presentation of the Fimalac Group
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a) Environmental information: Entertainment Division
There are several strands to Vega's environmental policy. In view of its business as an entertainment venue
operator, the group has chosen to focus its environmental information on key issues that affect several of its
venues and reflect the major challenges addressed by its environmental policy.
For example, in its responses to calls for tenders, Vega supports national and local public transport policies. Its
subsidiaries' websites also encourage the public to use "green and clean" alternative modes of transport, by
providing information about how to reach their venues by public transport. Many documents, such as
newsletters, are produced in digital format to reduce waste production at source and limit use of the related raw
material (paper).
To promote recycling, selective sorting systems have been made available at many venues for use not only by
the public, but also by producers and the cleaning companies. In particular, dual waste bins for ordinary and
recyclable waste have been installed inside the buildings and in the car parks at certain venues. Selective
sorting measures are also deployed at major events. All of the group's cleaning contractors also commit to
using "green" cleaning products and give Vega copies of the products' data sheets to prove it (for example,
Ecolab-certified cleaning products).
Of our five senses, hearing and sight are the most important because they determine how we perceive our
environment. As well as enabling us to detect danger, our hearing enables us to keep our balance and to
communicate. That's why Vega also takes noise pollution very seriously. Free hearing protectors are
distributed to the public at concerts and in the bar areas of all venues, and noise limiters are installed where
necessary to avoid adverse impacts on the communities where its venues are located. In addition, ear muffs are
made available for children at certain venues.
To address the sustainable use of resources, the Vega group invests in modern control systems and encourages
technical service providers to help protect the environment. Energy is the main raw material and is carefully
managed. The central technical management units closely monitor fluid inflows and outflows, and capital
projects are carried out where necessary to limit heat loss (for example, by installing airlocks at public
entrances and in technical areas). By efficiently managing its energy use, the Vega group helps to limit its
business's environmental impact by reducing greenhouse gas emissions. This approach represents a first step
by Vega to adapt to the consequences of climate change.
Total energy use by Vega in 2015 amounted to 19,572 MWh, of which 59% was for electricity3, including the
contribution of renewable energies to the national grid, and 41% for gas4. Some sites are equipped with
geothermal energy systems or heat pumps that help to limit fossil fuel use.
Other examples of initiatives to limit fossil fuel use include a partnership with Toyota for two hybrid vehicles
and the purchase of an electric car for company use.
Ellipse's environmental policy also covers several areas. In view of its business as an aquatic center operator,
the group has chosen to concentrate its environmental information on key issues that affect several of its
centers and reflect the major challenges addressed by its environmental policy. Focus points include
sustainable development, environmental certification processes, pollution and waste management, recycling,
preventive measures and sustainable use of natural resources.
3 2 of the 18 sites are excluded (11% of Vega employees).
4 3 of the 18 sites are excluded (15% of Vega employees).
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Reflecting Ellipse's sensitivity to environmental issues, its bids for contracts to operate publicly owned sports
facilities include a detailed description of the planned actions and measures to ensure that the facility will be
operated in accordance with the principles of sustainable development.
As part of the group's quality certification program, the subsidiaries have set up ISO 9001:2008-compliant
quality management programs covering reception activities, aquatic services, fitness and sports coaching
activities, management and maintenance activities, public safety and equipment safety.
Ellipse's environmental commitment is also reflected in the measures taken at its operating facilities. For
example, planted roofs contribute to bio-diversity, while solar panels help to limit energy costs and reduce
greenhouse gas emissions. These measures help Ellipse to adapt to the consequences of climate change.
Each Ellipse group company continues to monitor the effectiveness of measures to promote consumer health
and safety, notably through procedures to check water quality (pH index). A signed log is kept, describing
what procedures have been performed and by whom. The log is regularly reviewed by the regional health
authority (ARS), which also organizes periodic unannounced inspections by independent laboratories.
Concerning waste disposal, Ellipse disposes of waste water through decanting ponds located close to the
complexes managed by the group. The waste water recovered in the decanting pond is filtered to neutralize the
pH (chlorine) and then gradually released into the river system.
Sustainably managing natural resources is a matter of concern for Ellipse. Water is the principal raw material
used by the aquatic center business and its use is therefore a key focus of routine environmental management
procedures. Volumes are controlled and rationalized by means of monitoring systems set up at all centers that
compare water use with the number of swimmers.
b) Environmental information: Digital Division
The Webedia parent company pays close attention to environmental issues. Its new headquarters is located in
the Libertis building in Levallois-Perret (a Paris suburb), which has obtained BREEAM energy efficiency
certification. Energy use in the building is estimated at 2,417 MWh5.
Regular meetings are held between employee representatives and management concerning environmental
guidelines. In addition, a general waste prevention and recycling initiative has been launched, covering both
paper and organic waste from the staff restaurant, and paper use has been reduced by equipping support staff
with two computer screens. In 2015, a paper recycling audit was commissioned from Paprec. The headquarters
building also has wastewater collection systems in the car park that help to prevent pollution risks.
c) Environmental information: Real Estate Division
The recently constructed building in London owned through North Colonnade Ltd. complies with the most
rigorous building environmental standards and is BREEAM-certified with an Excellent sustainability rating.
The building at 101 rue de Lille in Paris, which has been refinanced through a sale and leaseback transaction,
was completely refurbished in 2012, as was the Fimalac Group's headquarters building at 97 rue de Lille in
2013.
5 Covering 53% of Webedia group employees.
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3) SOCIAL INFORMATION
a) Culture & Diversité Foundation
We are committed to promoting France's artistic and cultural heritage and are convinced that culture plays a
unifying role in human society. For this reason, we create and partner many projects that promote our country's
cultural influence, encourage diversity, make the arts more accessible, and make it easier for people to
participate in artistic and cultural activities. The many initiatives in this area supported by Fimalac's Culture &
Diversité Foundation are described in Section 2.
Fimalac and its subsidiaries are committed to upholding human rights. The Culture & Diversité Foundation
promotes access to the arts and culture, which UNESCO recognizes as a human right.
b) Fimalac Group subsidiaries
Our subsidiaries are engaged in diverse businesses. For some of them, social issues are a key factor in their
overall corporate social responsibility and environmental policy.
For example, the companies in the Entertainment Division undertake initiatives with local and regional
partners that have a positive impact on economic and social development by creating jobs for local people that
are advertised through local recruitment agencies. These initiatives also create opportunities to reach out to
local communities. For example, some Vega group companies hold open days during which the public can
visit their venues free of charge. For its part, Ellipse performs impact assessments to determine how the centers
operated on behalf of local authorities affect neighboring populations. Partnerships have been set up with local
educational establishments for the hiring of school-leavers under various types of work-study and internship
contracts.
The companies also promote the adoption of socially responsible policies by service providers and
subcontractors, as well as implementing measures to improve the health and safety of their customers.
Webedia is a digital media company that offers online video and editorial content around the world. It is
present in several countries, including Germany, Spain, the Middle East, Brazil and, of course, France where
its Melberries subsidiary supports young local talent.
Within each entity, measures have been implemented to prevent corruption.
4) CSR REPORTING METHODOLOGY
This CSR report, which is an integral part of the management report, complies with the transparency
requirements of articles L.225-102-1 and R.225-104 to R.225-105-2 of the French Commercial Code on
corporate social responsibility and environmental information. It has been audited by a member of the network
of one of Fimalac's Statutory Auditors, in its capacity as a Cofrac-accredited Independent Third Party. The
Independent Third Party's CSR Information Completeness and Fairness Report is presented on page 223.
The CSR report has been compiled from data provided by CSR correspondents in the subsidiaries to the Group
CSR Officer who is responsible for consolidating the information.
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CSR reporting scope
Information in this report concerns fully consolidated companies in the Fimalac Group.
No information is provided for companies accounted for by the equity method, except for Fitch Group
employee numbers, which are mentioned in a separate paragraph for information purposes only.
For the companies acquired in 2015, reporting systems are in the process of being set up to collect the
necessary data for inclusion in next year's CSR report. As a result, the only information provided this year for
those companies concerns employee numbers.
The reporting period covers the twelve months from January 1 to December 31, 2015.
Fimalac has a diversified business base and some information is relevant only for certain subsidiaries. For
example, information about noise pollution is provided only for Vega and water use information only for
Ellipse and Carilis.
These scope limitations are reflected in the concordance table provided in the Appendix.
Improvements and scope limitations in 2015
Due to certain exceptional events, i.e., the implementation of the Group's new organization and the deployment
of new systems, some subsidiaries experienced problems in reporting CSR information, leading to scope
limitations.
In the Entertainment Division, Ellipse (representing 8.2% of employees) was unable to report data on water
use, which is a key issue for its business as an aquatic center and skating rink operator. Carilis (17% of
employees) was unable to report any CSR information. The Vega group's headquarters (9% of Vega
employees) is not included in the group's environmental indicators. For water use, two of the 18 sites are
excluded (representing, together with the group's headquarters, 11% of Vega employees) and for gas use, a
third site is excluded (representing, together with the group's headquarters, 15% of Vega employees).
In the Digital Division, some indicators only concern the parent company (Webedia SA) while others concern
the Webedia group.
Information about training hours only covers 27% of employees, due to the Group's recent reorganization and
the implementation of new systems.
Due to this exceptional scope limitation, some indicators cannot be compared with those for 2014.
However, the subsidiaries that were able to report CSR data provided more complete information than in 2014.
Excluded information
In 2015, due to the Group's reorganization and the deployment of new systems, information about “new hires
and terminations” required under the Grenelle II Act could not be obtained and, exceptionally, is not disclosed.
The same applies to information about "Water use and water withdrawals in relation to local resources".
Presentation of the Fimalac Group
23
Soil use: Fimalac operates in the service business and is not concerned by this issue. Its offices and commercial
premises are generally spread over several floors, which means that their footprint is smaller than that of an
industrial concern occupying the same floor space.
Reporting standards
To ensure that the indicators tracked by the subsidiaries are consistent and reliable, the Group has prepared a
CSR reporting manual. This manual describes the methods to be used throughout the Group for the reporting
of CSR indicators (definitions; methodological principles; calculation formulas).
Specific information about methodology
The Digital Division's energy use was estimated by multiplying the occupied surface area by a ratio based on
research published by the Observatoire de l'Immobilier Durable (http://www.o-
immobilierdurable.fr/barometre-2015-de-la-performance-energet/), according to a conservative approach.
Consolidation and internal controls
The data reported by the subsidiaries are consolidated under the supervision of the Group CSR Officer.
Prior to being consolidated, the data are validated by the contributors in each subsidiary and consistency tests
are performed by the Group CSR Officer.
The tests include comparing the data to prior years and analyzing any material variances.
External controls
In accordance with the provisions of France's Grenelle II decree dated April 24, 2012 and the government
order of May 13, 2013 on the audit of CSR data, Fimalac appointed one of its Statutory Auditors as
Independent Third Party responsible for verifying the completeness and fairness of the CSR information. The
Independent Third Party's CSR Information Completeness and Fairness Report presented on page 223
describes the work performed by the Independent Third Party and the resulting observations and conclusions.
1.9.3. – PROVISIONS FOR ENVIRONMENTAL LIABILITIES
Provisions have been recorded for all environmental liabilities, arising primarily from businesses conducted in
the past or by former subsidiaries. Total provisions for environmental liabilities adequately cover the
remaining risks (which are not material at Group level).
1.9.4. – INVESTMENT POLICY
Fitch Group
Fitch Group's core ratings, research, data and analytics businesses are conducted through Fitch Ratings and
Fitch Solutions. It also provides professional training services through Fitch Learning and in March 2014 it
acquired Business Monitor International (BMI).
Fitch Group considers acquisitions to be a component of its growth strategy and is continually evaluating
opportunities to enhance its product and service offerings.
Presentation of the Fimalac Group
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Fitch's core strategy is to further develop its areas of financial services expertise and it looks favorably upon
businesses that complement its existing product portfolio. Expansion into other financial services-related
offerings could also be incorporated into our development policy, depending on opportunities that arise.
Fimalac and its other subsidiaries
General external growth strategy
In terms of external growth, the highlight of 2013 was the acquisition of Webedia and Allociné to lay the
foundations of our new Digital Division. For its part, Webedia significantly expanded its offer and made
several acquisitions in 2013, 2014 and 2015. The aim is to further expand this business in the coming years to
make it a leading player both in France and internationally.
Since 2010, we have also been building an Entertainment business (entertainment production, venue
management and services). This business was further strengthened by several investments and partnerships in
2013, 2014 and 2015. We also plan to grow this business in the coming years.
Capital expenditure
Fitch Group, the Digital Division and the Entertainment Division all operate in the services sector and as a
result capital expenditure is not material.
Since 2007, Fimalac has also developed significant real estate activities, notably with the construction of an
office building in London and the acquisition and renovation of the building located next door to Fimalac's
head office in Paris. This latter property was refinanced under a sale-and-leaseback arrangement in
January 2014. We remain open to other real estate investment opportunities that may come our way.
Research and development
Research and development costs of €3.1 million for the year concerned Webedia group companies only and
were recorded directly in expenses.
In addition, development costs of €3.9 million concerning Webedia and €0.9 million concerning the
Entertainment Division (AP2S) were recorded in intangible assets during the year.
1.9.5. – PROPERTY, PLANT AND EQUIPMENT
The Group's main property asset is the London building, which was completed in 2010.
The Group also owns a 1,500 square-meter office building at 97 rue de Lille, Paris 75007, which houses the
corporate teams and the employees of the FCBS GIE intercompany partnership. There are no material charges
on the property. The building was renovated in 2013.
All other offices are leased.
1.9.6. – MATERIAL CONTRACTS
With the exception of shareholders' pacts (with Hearst Corporation concerning Fitch Group, with minority
shareholders concerning Webedia and with the Desseigne family concerning Groupe Barrière) and various
loan agreements (concerning, in particular, the North Colonnade Ltd private refinancing), there are no material
contracts that could have a significant effect on the Company, its assets or business.
Culture & Diversité Foundation
25
SECTION 2.
CULTURE & DIVERSITÉ FOUNDATION
Created in 2006 by Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer of Fimalac, the "Culture
& Diversité" corporate foundation is guided by the conviction that one of society's major challenges is to broaden
equal access to cultural references and artistic activities. Its mission is to facilitate access to culture and to art
schools for young people from poor families.
More than 27,000 students from some 200 public schools in disadvantaged neighborhoods in France have
participated in the programs organized by the Foundation and its partners.
The Foundation develops its initiatives with the support of a Steering Committee comprised of prominent
stakeholders who are either active in culture and education or involved in combating social inequality.
Areas of outreach
The Culture & Diversité Foundation's artistic and cultural programs focus on equal opportunity, social
cohesion and rewarding excellence.
Equal opportunity
Equal opportunity programs are designed to give young people from disadvantaged neighborhoods the
opportunity to study at prestigious cultural education institutions. An innovative, three-step approach has been
developed with partner schools to (i) inform high school students about the best arts degree courses on offer and
the career opportunities available to graduates, (ii) help the most motivated students to prepare for the entrance
exams organized by partner schools through “Equal Opportunity” training courses and (iii) support students once
they are accepted by the partner schools through a combination of scholarships, tutoring and job-search
assistance.
Social cohesion
Cultural awareness and artistic expression programs in support of social cohesion have been set up in primary
and secondary schools in disadvantaged neighborhoods, helping to instill shared cultural references among young
people, encourage their personal fulfillment and teach them to live together in society. The programs are
structured to allow participants to discover cultural works, meet artists and find out about cultural institutions,
while attending cultural appreciation courses and art workshops.
Prizes and residencies
To encourage primary and secondary school students to experience culture, the Foundation, along with France's
Ministry of National Education, Universities and Research, and the Culture & Communication Ministry, have
created an “Artistic and Cultural Boldness Award”, presented by the President of France.
The “Promoting Peace through Culture” award created by the Chirac and Culture & Diversité Foundations
recognizes individuals or institutions that work to prevent conflict through artistic and cultural programs set up to
promote dialogue between different cultures and ease tensions between ethnic, religious or political communities.
Lastly, the "Voyage of Discovery of Artistic Skills" program is designed to promote cultural exchanges and the
transmission of artistic skills.
Culture & Diversité Foundation
26
The residency enables four self-taught young film-makers to study for nine months at La Fémis film school.
The Culture & Diversité Foundation's approach
With the help of its partners, the Foundation develops and deploys long-term targeted programs to incorporate art
and culture into the curriculum of schools located in underprivileged areas.
Excellence programs: The Foundation’s programs are designed with help from leading arts and culture
partners whose high standards of excellence guarantee the programs’ quality and rigor.
Experimental programs: The Foundation and its partners develop programs to meet specific needs, working
closely with leaders in France’s public education system to ensure that all of their initiatives are relevant and
effective.
Long-term programs: The Foundation is resolutely committed to a long-term approach. Every program is
backed by a partnership that remains in effect for several years so that the participating students can be
supported over time.
Officially recognized programs: The Foundation has signed a partnership agreement with France's Ministry of
National Education, Universities and Research, and the Culture & Communication Ministry. This agreement
recognizes the legitimacy of the outreach methods adopted by the Foundation and attests to the authorities’
support of its initiatives.
Equal opportunity programs
Thirteen equal opportunity programs have been set up to give young people from schools in disadvantaged
neighborhoods greater access to prestigious fine arts schools and cultural education institutions.
Equal Opportunity at Ecole du Louvre, in partnership with Ecole du Louvre since 2006.
Equal Opportunity at Fine Arts Schools, in partnership since 2007 with:
- Ecole Nationale Supérieure des Beaux-Arts de Paris (ENSBA), Ecole Nationale Supérieure des Arts
Décoratifs (Ecole des Arts Décos), ENSCI-Les Ateliers and Ecole Nationale Supérieure d’Arts de Paris
Cergy (ENSAPC),
- Association Nationale des Classes Préparatoires Publiques aux Ecoles Supérieures d’Art (APPEA), and
- the public education authorities for Créteil, Paris and Versailles.
Equal Opportunity at La Fémis, in partnership with La Fémis since 2008.
Equal Opportunity at Architecture Schools, in partnership since 2009 with
- the Ecoles Nationales Supérieures d’Architecture (ENSA) of Bordeaux, Grenoble, Lille, Marne-la-
Vallée, Montpellier, Normandy, Paris-Val de Seine and Strasbourg,
- France's Culture and Communication Ministry, and
- France's Ministry of National Education, Universities and Research.
Equal Opportunity at Institut National du Patrimoine, in partnership since 2010 with:
- Institut National du Patrimoine,
Culture & Diversité Foundation
27
- Ecole du Louvre, and
- Ecole Nationale des Chartes.
Equal Opportunity at Journalism Schools, in partnership since 2010 with:
- the equal opportunity preparatory classes at ESJ Lille, and
- the fourteen industry-recognized journalism training programs.
Equal Opportunity at Applied Art Schools at the initiative of and in partnership with Paris City Hall since
2011, and in partnership with
- Ecole Supérieure des Arts Appliqués (ESAA) Boulle,
- ESAA Duperré, and
- Ecole Estienne.
Equal Opportunity at Design Schools, in partnership since 2012 with:
- Ecole des Arts Décos, l’ENSCI-Les Ateliers, Haute Ecole des Arts du Rhin and the Orléans, Rheims and
Saint-Etienne Ecole Supérieure d'Art et de Design (ESAD),
- the Association Nationale des Classes Préparatoires Publiques aux Ecoles Supérieures d’Art (APPEA),
and
- the public education authorities for Créteil, Paris and Versailles.
Equal Opportunity at Ecole Nationale Supérieure Louis-Lumière, in partnership with Ecole Nationale
Supérieure Louis-Lumière since 2012.
Equal Opportunity in the live entertainment technical professions, in partnership since 2014 with:
- Centre de Formation Professionnelle aux Techniques du Spectacle (CFPTS), and
- La Colline national theater.
Equal Opportunity at the INP catering department, in partnership since 2014 with:
- Institut National du Patrimoine, and
- Paris Ouest Nanterre preparatory classes for Ecole du Louvre.
Equal Opportunity at Dramatic Arts Schools, in partnership since 2014 with Comédie de Saint-Etienne.
Equal Opportunity at Institut National de l'Audiovisuel, in partnership since 2015 with Ina Sup.
Social cohesion programs
Seven social cohesion programs have been set up covering a wide range of artistic activities in the areas of visual
arts, theater, music, dance, improvisation and image.
Developing creativity, in partnership with La Source (a non-profit association created and chaired by Gérard
Garouste) since 2006.
The aim of this program is to give secondary school students from disadvantaged neighborhoods in the Paris
region access to introductory training in the visual and performing arts.
Discovering the theater and acting, in partnership with Théâtre du Rond-Point (a Paris theatre directed by
Jean-Michel Ribes) since 2006.
The purpose of this program is to introduce disadvantaged public high school students to the performing arts
through theater outings and drama lessons, in order to broaden their exposure to cultural reference works while
enhancing their oral expression, self-confidence and group behavior.
Culture & Diversité Foundation
28
Sharing the image, in partnership with Le Bal (a non-profit association chaired by Raymond Depardon) since
2008.
This program’s objective is to help young people to develop a critical eye and learn to interpret images. Led by
volunteers outside of school hours, the program offers a variety of image-related general and professional training
courses for 15 to 16 year-old students from public high schools in disadvantaged neighborhoods.
The Culture & Diversité Improvisation Awards, sponsored by Jamel Debbouze and organized in partnership
with Déclic Théâtre since 2010.
The Improvisation Awards are designed to give middle school students in disadvantaged neighborhoods
(currently from 12 French schools in Brest, Cavaillon, Chambéry, Lille, Lyon, Marseille, Nancy, Paris,
Rennes, Rochefort, Toulouse and Trappes) the opportunity to practice the art of theatrical improvisation in
workshops and contests. Theatrical improvisation fosters creativity, imagination and artistic sensitivity, and also
contributes to improved oral skills and cultural knowledge. It builds the actors’ self-confidence and sense of
accomplishment, sharpens their listening skills and attentiveness to rules, and promotes mutual respect and the
ability to function as a group.
Opening up to symphonic music, in partnership with Orchestre Colonne (directed by Laurent Petitgirard)
since 2010.
This program’s goal is to raise awareness of orchestral instruments and symphonic music among primary school
children in underprivileged neighborhoods.
Getting started with modern dance, in partnership with Centre Chorégraphique National de Grenoble (directed
by Jean-Claude Gallotta) since 2012.
This program provides an introduction to modern dance to primary and middle school students from
disadvantaged neighborhoods, as well as to interested teenagers from the city of Grenoble.
"I love my heritage!" competition, in partnership with Fondation du Patrimoine since 2013.
This program is designed to raise awareness among primary school students about their local cultural heritage.
The “I love my heritage!” competition invites classes from schools in rural or disadvantaged areas to choose a
local building, monument or other heritage item that is in need of restoration and submit a report explaining why
their project should be funded.
Awards
Artistic and Cultural Boldness Award
The product of an alliance between France's Ministry of National Education, Universities and Research, the
Culture & Communication Ministry and the Culture & Diversité Foundation, the Artistic and Cultural Boldness
Award reflects the government’s determination to make arts and culture education a priority. In line with the
French President’s commitment to reaffirming the importance of broad access to culture, the award is granted to
exemplary arts and culture education projects supported by a partnership between a school, a cultural institution
and a local government authority. In each school district, three finalists are selected for projects that successfully
meet the award’s specific criteria (target a student population without immediate access to the arts, sustainably
include the project in the school program and provide exposure to both artists and works of art). Three winners
are then named by a jury of professionals. Each receives an award crafted by the students of La Source and a
donation ranging from €5,000 to €10,000.
Promoting Peace through Culture award, organized in partnership with the Chirac Foundation since 2014.
The aim of this award is to recognize individuals or institutions that work to prevent conflict through artistic and
cultural programs designed to promote dialogue between different cultures and ease tensions between ethnic,
Culture & Diversité Foundation
29
religious or political communities. The winner of the award is announced at a ceremony held at Musée du Quai
Branly. It comes with a donation of €40,000 from the Culture & Diversité Foundation.
Voyage of Discovery of Artistic Skills award, organized since 2010 in partnership with UNESCO.
This award allows French art students who have qualified for a scholarship to spend four months in another
country learning from a craftsperson or master craftsperson and foreign art students to spend four months in
France working alongside a craftsperson or in a cultural institution.
La Résidence, developed since 2015 with La Fémis
This residency enables four self-taught film-makers aged under 30 and from low income families to spend nine
months at La Fémis studying film-making theory and receiving practical training.
***
Risk factors
30
SECTION 3.
RISK FACTORS
The risk factors described in this section concern the fully consolidated companies. This section also includes a
discussion of relevant material risk exposures of the companies not controlled by Fimalac that are accounted
for by the equity method.
To the best of the Company's knowledge, there are no risks not covered by provisions that could have a
material adverse effect on the financial position or results of the Company, the Group or its main associates.
All of the provisions carried in the balance sheet comply with the applicable accounting standards dealing with
the treatment of liabilities.
3.1. – LIQUIDITY RISK
Managing liquidity risk involves selecting liquid instruments traded in an active market and obtaining
financing via confirmed credit facilities. To keep pace with the Group's strong growth momentum, Corporate
Treasury ensures that financing is constantly available in the form of confirmed credit facilities that can be
drawn on at any time.
Characteristics of subsidiaries' debt
(in € millions)
Fixed or
floating
rate
Inception
dateExpiry date Total in €m
Due
within 1
year
Due in 1-
5
years
Due
beyond 5
years
Money market securities issue2 Floating 171.9 171.9
Loans taken out
Authorized bank overdrafts Floating 20.1 20.1
Private financing1 Floating Dec. 2013 Dec. 2020 109.0 109.0
Drawdowns of other confirmed lines of credit Floating 7.5 7.5
Drawdowns of other confirmed lines of credit3 Fixed 6.2 1.2 4.2 0.8
3.30% bond issue Fixed Jul. 2014 Dec. 2019 20.0 20.0
3.70% bond issue Fixed Jul. 2014 Jul. 2021 40.0 40.0
Total outstanding debt 374.7 200.7 24.2 149.8
(1) Partial refinancing of North Colonnade debt (see Note 5.3).
(2) Commercial paper.
(3) Expiring at different dates between 2011 and 2021.
At December 31, 2014, Fimalac had borrowed €80 million against a €395 million confirmed line of credit. The
€80 million was repaid in full and the facility was canceled at the end of March 2015, using the proceeds from
the sale of 30% of Fitch Group.
At December 31, 2015, two private placement notes issues were outstanding, a €20 million issue due
December 2019 and a €40 million issue due July 2021. The loan agreements include an acceleration clause
based on the following hard covenant:
Risk factors
31
Consolidated net debt/Consolidated equity < 0.7
Fimalac was in compliance with this covenant at December 31, 2015.
3.2. – MARKET RISKS (CURRENCY, INTEREST RATE AND EQUITY RISKS)
3.2.1. – CURRENCY RISK
The main currency risks arise from fund transfers and treasury transactions. These risks are hedged when the
amounts involved are material.
Currency risks are managed using the following instruments:
Forward purchases and sales of foreign currencies
Purchases and sales of currency options
Sensitivity to changes in exchange rates at December 31, 2015
(in millions of currency units)
Total
converted
into €
USD GBP BRL TRY CHF
Trade and other payables 1.5 0.9 0.9
Amounts due on investments in non-consolidated companies 32.8 - 1.3 105.0 1.5 6.7
Intra-group borrowingsSub-total Financial l iabilities 34.3 0.0 2.2 105.0 2.4 6.7
Trade and other receivables 0.5 0.2 0.9 0.5
Marketable securities 38.9 42.3 - - - -
Shares 14.0 15.2
Cash 1,332.4 1,450.6 - - - -
Intra-group loans 209.9 65.4 110.0
Sub-total Financial assets 1,595.7 1,573.7 110.0 0.9 0.5 0.0
Net currency position before hedging 1,561.4 1,573.7 107.8 (104.1) (1.9) (6.7)
Forward currency purchases - - - - - -Forward currency sales (149.9) (110.0)
Net hedging position (149.9) 0.0 (110.0) 0.0 0.0 0.0
Net currency position after hedging, expressed in the currency concerned 1,411.6 1,573.7 (2.2) (104.1) (1.9) (6.7)
Exchange rates: €/$ 1.0887 – €/£ 0.73395 – €/BRL 4.3117 – €/TRY 3.1765 – €/CHF 1.0835
3.2.2. – INTEREST RATE RISK
Group policy consists of hedging the risk of changes in interest rates where appropriate. Interest rate risks are
managed using the following instruments:
Interest rate swaps
Interest rate collars and caps
Sensitivity to a 1% change in exchange rates (in € millions)
Impact on profit +/- 14.0
Impact on equity Not material
Risk factors
32
Sensitivity to changes in interest rates at December 31, 2015
(in millions of currency units) Total (€m) EUR position GBP position * USD position *
Money market securities issue 172.5 172.5Bank borrowings and other debt 211.3 64.8 107.5
Total financial liabilities 383.8 237.3 107.5 0.0
Marketable securities excluding shares 41.2 4.4 40.1
Cash 1,440.0 95.3 8.8 1,450.8
Total financial assets 1,481.2 99.7 8.8 1,490.9
Net position before hedging (floating rate) 1,097.4 (137.6) (98.7) 1,490.9
Derivative instruments
Swaps 114.2 5.2 80.0
Caps
Hedging position (fixed rate) 114.2 5.2 80.0 0.0
Net position after hedging 1,211.6 (132.4) (18.7) 1,490.9 * Foreign currency amounts, converted into euros at the following rates: €/£ 0.73395 – €/$ 1.0887
Sensitivity to a 100-bps increase or decrease in interest rates (in € millions)
Impact on profit +/- 12.1
Impact on equity Not material
3.2.3. – EQUITIES RISK
Part of the Group's available cash is invested in assets that are exposed to the risk of changes in stock market
prices. These assets break down as follows:
(in € millions) CostUnrealised gain
(loss)
Market value at
December 31, 2015
Market value at
December 31, 2014
Listed shares (CAC 40) 5.0 (0.5) 4.5 4.1Listed shares (Euronext) 41.4 10.0 51.4 80.0Listed shares (US) 16.6 (2.7) 13.9Total 63.0 6.8 69.8 84.1
A 5% change in prices on European and/or US stock markets would have a €3.1 million impact on
consolidated profit.
The Group also holds Fimalac shares acquired under the buyback program.
In the consolidated financial statements, these shares are reported as a deduction from equity at cost, under
"Treasury stock", with the result that changes in the Fimalac share price have no impact on consolidated profit.
In the Company's financial statements, the shares are recorded as an asset, as follows:
Number of shares Cost (€m)
Long-term investments 157,863 12.9
Marketable securities 106,153 5.8
Total 264,016 18.7
Based on the closing Fimalac share price on the last trading day in December 2015 (€78.00), the total market
value of these shares was €20.6 million.
Risk factors
33
The cost of shares recorded under "Long-term investments" in the Company's financial statements, which were
intended to be cancelled, was less than their market value at December 31, 2015. No provision for impairment
would be recorded for shares held for cancellation if their market value were to fall to below cost, in line with
Recommendation No.98-D of the CNC Emerging Issues Committee (Comité d'Urgence).
The Fimalac shares recorded under "Marketable securities" in the Company's financial statements include
shares held for allocation under stock option and share grant plans, and shares bought back under the liquidity
contract. Their market value based on the closing Fimalac share price on the last trading day in December 2015
(€78.0) was €8.3 million. Based on their carrying amount of €8.3 million in the Company's accounts,
determined using the average share price for December 2015, a 5% fall in the share price would have a
€0.4 million negative impact on the Company's profit.
3.3. – CUSTOMER RISK
3.3.1. – FITCH GROUP
Fitch Group has a very broad customer base.
3.3.2. – GROUPE BARRIÈRE
Customer risk at Groupe Barrière is directly influenced by economic cycles, weather conditions and changes in
the French and international economic environments. In a difficult, turbulent and unpredictable economic
environment, but also in poor weather, consumers and guests may forgo, sharply reduce or postpone their leisure
spending.
To broaden its hotels' customer base, Groupe Barrière is focusing on expanding its presence in the Meetings,
Incentives, Conferences, and Exhibitions (MICE) segment, alongside the individual guest segment. In addition,
the company has developed a new centralized booking system and a more efficient digital interface. Individual
guests visit hotels primarily at weekends and during holiday periods, while MICE guests generally stay during
the week, at all periods in the year.
The risk in the casino business is limited due to the large number of customers.
3.3.3. – LIVE ENTERTAINMENT PRODUCTION AND ENTERTAINMENT VENUE MANAGEMENT
In the live entertainment production business, customer risk associated with ticket sales is low. Similarly,
advances in the areas of ticket controls and security features have considerably reduced the risks associated
with counterfeit tickets.
In the entertainment venue management business, the Group considers that the contractual measures taken by
the companies concerned have reduced their exposure to customer default risk. In any event, this risk is not
particularly material in relation to the size of the Group as a whole.
The live entertainment production business was severely affected by last November's terrorist attacks in Paris.
Further such attacks would inevitably have an unfavorable financial impact on the business even though most
of the Group's venues are located in the regions.
Risk factors
34
In addition, certain measures currently under consideration to reassure the public following the attacks, such as
increased security checks on people entering the venues and the issuance of named tickets, could drive up
venue operating costs and adversely affect the profitability of live entertainment activities.
3.3.4. – DIGITAL DIVISION
A significant proportion of revenue generated by the Group's Digital Division comes from the sale of
advertising space and is directly influenced by economic cycles.
The Division's main customers are major French and international groups that purchase advertising space
either directly or through well-known international media-buying agencies. The credit risk associated with
these customers is limited.
The Digital Division also includes other non-advertising-related businesses, such as e-commerce. These
businesses' customer bases are made up of a large number of small and medium-sized retailers for which the
default risk is assessed at each period-end in order to record any necessary provisions. Lastly, a steadily
growing proportion of revenue is derived from the provision of services to major brands under renewable
contracts.
3.4. – RISKS ASSOCIATED WITH OFF-BALANCE SHEET COMMITMENTS
Off-balance sheet commitments given in the ordinary course of business
(in € millions) December 31, 2013 December 31, 2014 December 31, 2015
Guarantees given 20.7 8.2 19.6
Future minimum lease payments under non-
cancelable leases
- - -
Other commitments given 10.5 20.8 23.9
Total 31.2 29.0 43.5
"Other commitments given" in the above table mainly concern Fimalac stock options outstanding at the
period-end.
Risk factors
35
Contractual obligations and commitments
Contractual obligations Total Payments due
(in € millions) Within
1 year
In 1 to 5 years Beyond
5 years
Long-term debt
(see Note 5.10 to the consolidated
financial statements)
n.a. n.a. n.a. n.a.
Obligations under finance leases n.a. n.a. n.a. n.a.
Obligations under operating leases
(see Note 5.21 to the consolidated
financial statements)
24.2 4.2 15.9 4.1
Total 24.2 4.2 15.9 4.1
Other commitments given Total Payments due
(in € millions) Within
1 year
In 1 to 5 years Beyond
5 years
Surety bonds 19.9 9.8 9.5 0.6
Other commitments 0.8 - 0.8 -
Total 20.7 9.8 10.3 0.6
To the best of Fimalac's knowledge, there are no other off-balance sheet commitments that have recently had
or could have a material impact on the financial condition or profitability of Fimalac and/or the Group, except
as explained in Note 5.20 to the consolidated financial statements.
3.5. – LEGAL RISKS
3.5.1. – FITCH GROUP
United States
Nationally recognized statistical rating organizations (NRSROs) are governed by the 2006 Credit Rating
Agency Reform Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act)
which was signed into United States federal law in 2010. The Dodd-Frank Act includes a range of provisions
intended to improve rating agency governance, accountability and performance and requires the
U.S. Securities and Exchange Commission (SEC) to adopt a number of new rules and conduct a number of
studies concerning rating agencies. Fitch Ratings is registered with the SEC as an NRSRO.
As required by the Dodd-Frank Act, in August 2014 the SEC adopted the final rules applicable to rating
agencies. Fitch Group has made and will continue to make significant investments in IT, compliance and other
systems in order to fulfil its regulatory obligations. So far, the new rules resulting from the Dodd-Frank Act
have not had a material adverse effect on Fitch Group's business or financial condition but it is too early to
predict their ultimate impact.
The Dodd-Frank Act also requires the SEC to audit the NRSROs once a year and to issue an annual report
presenting the main results of these audits. Fitch Ratings is concerned by these annual SEC audits.
Risk factors
36
European Union
In the European Union, rating agencies are registered and supervised under a pan-European regulatory
framework. The European Securities and Markets Authority (ESMA) is the single direct supervisor of credit
rating agencies (CRAs) within the European Union. As Fitch Ratings is registered in the European Union, it is
subject to the CRA Regulation and to periodic desk-based analyses and investigations by ESMA. The main
European regulations concern (i) sovereign and sub-sovereign ratings; (ii) CRAs' liability for infringement –
intentionally or with gross negligence – of their regulatory obligations; (iii) restrictions on shareholdings by
CRAs and their shareholders; (iv) reporting obligations and (v) additional substantive and operational
requirements.
In addition, recent amendments to Regulation (EC) No.1060/2009 of the European Parliament and of the
Council concerning rating agencies required the preparation of several reports by the ESMA and/or the
European Commission on the structure of the credit rating sector and the use of credit opinions. In
October 2015, the ESMA published its reports stating that it recognized the impact of the regulations on the
credit rating sector and would continue to monitor the sector's structure during the next three to five years. The
European Commission's reports are due to be published in the first half of 2016.
Other jurisdictions
Regulatory requirements have changed rapidly in recent years and this trend is set to continue. Fitch Ratings
maintains regular contact with the regulatory authorities in other regions, while cooperating with financial
supervisory bodies in compliance with local laws and regulations. Fitch Ratings has received recognition as an
external credit assessment institution (ECAI) in all major jurisdictions. Most of the major jurisdictions are
considering, are introducing, or have introduced, more formal recognition and/or regulation of credit rating
agencies. Fitch Ratings maintains a constructive dialogue with the regulatory authorities in those jurisdictions.
Although it is not possible to predict the outcome with any degree of certainty, Fitch Ratings currently does not
believe that any new regulations will have a material adverse impact on its business or financial condition.
Litigation and investigations
Fitch Ratings has been the subject of a variety of investigations initiated by various U.S. federal and state
authorities into the business of credit rating agencies and the role of credit rating agencies in the financial
crisis. Almost all of the investigations have been wound down with no material adverse impact on the business
or financial condition of Fitch Ratings. Fitch Ratings does not believe that any of the ongoing investigations
will have a material adverse impact on its business or financial condition.
While Fitch Ratings has successfully concluded a significant number of litigations over the past few years
arising out of the financial crisis, it remains involved in certain federal and state civil litigations in the United
States following from the financial crisis. Most of these concern Fitch Ratings credit opinions on RMBSs and
CDOs. Fitch Ratings believes that it has substantial defenses to the allegations of the civil complaints brought
against it and is defending itself vigorously. In the fall of 2015, Fitch Ratings was summoned to appear before
the New South Wales Federal Court in Australia, in a case brought by a council that invested in securities
exposed to Sigma, the world's largest structured investment vehicle, which collapsed during the financial crisis.
The case is still in the early stages. Fitch Ratings believes that it has robust counter-arguments and is defending
itself vigorously.
Certain subsidiaries of Fitch Ratings located outside of the United States have also been the subject of
government investigation and have been involved in ongoing litigation. In June 2012, the Chilean regulatory
body, the Superintendencia de Valores y Seguros, assessed a fine against the Fitch Ratings subsidiary in Chile
in a ratings-related matter arising out of the failure of a Chilean retailer. The fine was subsequently halved by
the Chilean court. The matter is now on appeal. In Italy, one of Fitch Ratings' employees, and its Italian
subsidiary, have been accused of market manipulation by an Italian prosecutor. Fitch Ratings believes all of
these allegations of criminal conduct are wholly without merit, and that it has substantial defenses. Fitch
Risk factors
37
Ratings is also defending ratings-related litigation in South Korea. Fitch Ratings does not believe that these
ongoing matters will have a material adverse impact on its business or financial condition.
3.5.2. – OTHER LEGAL RISKS
Seller's warranties
These were mainly given in connection with the sale, several years ago, of the Group's industrial interests
(Facom, Beissbarth, Financière Portefoin). The provisions recorded in the balance sheet adequately cover the
remaining risks.
Claims and litigation
The Group considers that the risks associated with outstanding claims and litigation are reasonably covered.
Change of control clauses
Fimalac's private finance agreements in force at December 31, 2015, for a total of €60 million, include change
of control clauses that concern the parent company, as issuer, but not any of its subsidiaries. They also include
clauses that restrict material asset sales. Any breach of these clauses would result in the financing becoming
immediately repayable.
3.6. – INDUSTRIAL AND ENVIRONMENTAL RISKS
Potential environmental risks – corresponding mainly to pollution resulting from past activities – are evaluated
on a case-by-case basis, as new information emerges, by internal and/or external specialists as well as in the
course of environmental audits that are regularly performed at the highest risk sites. More detailed information
is provided in the "Environmental Report" above.
3.7. – OTHER RISKS
3.7.1. – RISKS AFFECTING THE INDUSTRIES IN WHICH THE GROUP OPERATES
The Group's main businesses operate in highly competitive environments. Competitors may be powerful
international groups (such as Standard & Poor's and Moody's in the rating segment) or small companies (live
entertainment organizers and operators of entertainment venues, hotels and casinos). Competitive challenges
may include price-cutting by rivals seeking to expand market share, and the introduction of new products,
services and technological innovations.
3.7.2. – RISKS ASSOCIATED WITH THE ENTERTAINMENT VENUE AND SPORTS CENTER
MANAGEMENT BUSINESS
The main risks associated with the Vega group's business are (i) the risk of venue management contracts not
being renewed, (ii) the risk of a contract's financial terms being revised, particularly in the case of contracts
to operate publicly-owned venues which generally include a clause requiring the operator to continue
executing the contract even following the occurrence of an unforeseeable adverse event or circumstance,
(iii) the risk of shows being canceled, leading to a loss of expected revenue, and (iv) the inherent health and
safety risks of operating facilities open to the public, such as swimming pools.
Risk factors
38
3.7.3. – RISKS ASSOCIATED WITH THE LIVE ENTERTAINMENT PRODUCTION BUSINESS
The main risks associated with the live entertainment production business concern (i) the cyclical nature of
the business, which depends on the number of tours organized and the number of spectators they attract, and
(ii) the risk of tours being canceled by the performer after the Group has incurred costs or paid an advance to
the performer, although this risk is attenuated by the purchase of specific insurance cover.
3.7.4. – RISKS ASSOCIATED WITH GROUPE BARRIÈRE'S BUSINESS
Fimalac owns 40% of Groupe Barrière, which is therefore accounted for by the equity method in the Group's
consolidated financial statements.
Groupe Barrière operates in an environment that gives rise to many risks, some of which are beyond its
control.
The following is a description of the main risks associated with Groupe Barrière's casino and hotel
businesses.
The businesses are particularly sensitive to economic cycles, weather conditions and changes in the French
and international economic environments. In a difficult, turbulent and unpredictable economy, consumers
may forgo, sharply reduce or postpone their leisure spending.
Groupe Barrière, which has a long-standing presence in the casino and hotel sectors, is also faced with
moves to deregulate the online gaming industry and open it up to competition. In France, Act no. 2010-476
of May 12, 2010 allows companies that have been licensed by the online gaming authority, Arjel, to offer
online certain pooled games based on luck and expertise.
In addition, its casino business is faced with competition from companies that have a monopoly over certain
types of games such as lotteries, preventing it from competing against them in their own markets, as well as
from new operators particularly in the online gaming sector. The financial viability of Groupe Barrière's
casinos could be adversely affected by the opening of new casinos in the same catchment area.
The luxury hotel market is also highly competitive, particularly the MICE segment.
As the casino business depends on obtaining concessions or gaming licenses, the cancellation, non-renewal,
curtailment or modification of any such concession or license or the introduction of more restrictive tax or
other regulations could have an adverse impact on Groupe Barrière's business and financial condition.
As Groupe Barrière has a large number of employees, any strikes or other forms of industrial action or
unrest could disrupt its business and that of its subsidiaries.
Lastly, because Groupe Barrière's business involves the handling of large quantities of cash, it is exposed to
the risk of fraud, embezzlement or cheating on the part of employees and third parties. In addition, it may be
exposed to counterparty risk if it has to pay out substantial winnings to customers.
Concerning the hotel business, despite the major capital spending programs implemented in recent years, the
hotel base still includes certain historical assets that may require significant renovation and maintenance
work or significant alterations to comply with new standards.
Risk factors
39
In addition, since its hotels are open to the public, Groupe Barrière is required to comply with many health
and safety regulations. Any health and safety incident could adversely affect the company's reputation and
earnings.
The Group responds to these risks by continuously seeking out ways to reduce overheads in order to better
absorb fluctuations in business volumes.
3.7.5. – RISK ASSOCIATED WITH THE DIGITAL DIVISION The companies in the Digital Division operate in a competitive environment. Competition in the online
advertising market makes it very difficult to predict future price trends and there is a risk of prices falling as
supply increasingly outstrips demand.
The Group's digital businesses also involve considerable investment in research and development, to drive the
constant process of innovation required to remain competitive in the fast-changing market. Technical expertise
and the ability to grow readership by deploying innovative services represent critical success factors in the face
of competition from new market participants and new services.
The Digital Division is heavily dependent on online business drivers, in particular search engines and organic
search results. Changes in search engine algorithms could have a serious adverse impact on the Group's
audience.
Lastly, despite all the resources deployed by the Group to guarantee the sites' reliability and security, there is a
risk of malicious damage to the computer systems and security breaches, potentially leading to site downtime
with an adverse effect on the Group's financial performance.
3.8. – LIENS OR MORTGAGES ON FIMALAC'S ASSETS
Through its indirect subsidiary North Colonnade Ltd, Fimalac has granted a mortgage on its London office
building as security for the financing obtained in December 2013 from an insurance company.
3.9. – INSURANCE
Fimalac purchases insurance cover from independent insurers and uses customary insurance policies to
protect against property losses, business interruption, third-party liability, and the liability of corporate
officers and executives. The related insurance premiums are as follows:
Risk factors
40
Type of risk Premiums (in €)
Property & casualty and business interruption 2,199,318
Third-party liability 259,164
Management liability 141,174
Total 2,599,656
Management considers that its insurance cover is adequate.
3.10. – REAL ESTATE MARKET RISKS
Due to the nature of its real estate activities, particularly through North Colonnade Ltd, Fimalac is exposed to
fluctuations in the Paris and London property markets. Aside from the building at 97, rue de Lille, which
houses the Company's corporate functions, all of the properties in the portfolio are let (see section 1.8). A
contraction in the real estate market could lead to a reassessment of the value of the properties owned by the
Group (see Note 5.3 to the consolidated financial statements concerning the building owned by North
Colonnade Ltd) and by Groupe Barrière, and to corresponding writedowns that could have an adverse impact
on the Group's results.
***
Management's Discussion and Analysis
41
SECTION 4.
MANAGEMENT'S DISCUSSION AND ANALYSIS
4.1. – MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED FINANCIAL
STATEMENTS
A - SIGNIFICANT EVENTS OF THE YEAR
One of the highlights of the year was the sale, on March 12, 2015, of 30% of the capital of Fitch Group to
Hearst for $1,989.5 million (€1,875 million). The very large capital gain on the sale (€1,652.9 million) is
included in 2015 profit. Fitch Group is now accounted for by the equity method in Fimalac's consolidated
financial statements on a 20% basis.
In December, the Group sold its interest in NextRadioTV, representing 7.3% of the diluted capital. The capital
gain on the sale amounted to €27.4 million.
Fitch, which is accounted for by the equity method on a 20% basis, had a good year in 2015 contributing
€40.1 million to Fimalac's consolidated profit.
The contribution of 40%-owned Groupe Barrière, which is accounted for by the equity method, rose to a
healthy €16.6 million despite the difficult economic environment.
Fimalac's Digital Division, organized around Webedia, and its Entertainment Division continued to expand
their operations during 2015. Both divisions are currently investing to grow their businesses, in line with their
previously announced development objectives, and revenues are already ahead of target.
B - CONSOLIDATED RESULTS
The main fully consolidated companies are North Colonnade, certain Entertainment Division companies, the
digital media and news companies, the parent company, Fimalac, and Fimalac Développement. Fitch Group,
Groupe Barrière and several Entertainment Division companies are accounted for by the equity method.
(in € millions) 2014
(Jan. to Dec.) 2015
(Jan. to Dec.)
Net profit/(loss) from fully consolidated companies (5.3) 1,526.3 Fimalac's share of Fitch Group profit for the period 81.5 40.1 Fimalac's share of the profits of other associates 10.8 16.6
Profit attributable to equity holders of Fimalac 87.0 1,583.0
Management's Discussion and Analysis
42
Consolidated net profit attributable to equity holders of the parent totaled €1,583 million in 2015 versus
€87 million in 2014, a performance that was shaped by substantial non-recurring items.
These included capital gains realized on the sale of an additional 30% of Fitch in March and 7.3% of the
diluted capital of NextRadioTV in December, partly offset by asset write-downs and contingency provisions
recorded during the year. These non-recurring items are discussed in more detail in the notes to the
2015 consolidated financial statements.
C – CONSOLIDATED NET DEBT
As at December 31, 2015, the Group had a very significant net cash position.
On the assets side of the consolidated balance sheet at December 31, 2015, cash and cash equivalents and
current financial assets totaled €1,502.2 million, while non-current financial assets represented €141.8 million.
On the liabilities side of the consolidated balance sheet at December 31, 2015, long and short-term debt
amounted to €689.2 million, including non-controlling interest (NCI) puts and contingent consideration,
short-term bank loans and bond debt.
4.2. – MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY FINANCIAL
STATEMENTS
Fimalac's main recurring source of revenue consists of dividends and loan interest received from subsidiaries.
Dividend income for 2015 amounted to €207.2 million, including €202.6 million in interim dividends from
Fimalac Services Financiers and €4.6 million in dividends from Mercialys. The interim dividend paid by
Fimalac Services Financiers was up sharply on the previous year, due to the substantial capital gain realized on
the sale of 30% of Fitch Group, Inc. in March 2015. Income from loans and receivables rose to €5.7 million
due to an increase in outstanding loans to Webedia and other subsidiaries.
Recurring expenses for the year chiefly corresponded to operating expenses for a total of €31.6 million.
Financial expenses, including provisions for impairment in value of shares in subsidiaries, amounted to
€55.8 million.
Recurring profit for 2015, after deducting additions to provisions for impairment in value of Fimalac
Développement and Financière Portefoin shares, came to €130.9 million versus €59.1 million in 2014.
Non-recurring items represented a net expense of €29.4 million, including an addition to a provision for
contingencies.
In light of the above and after taking into account an income tax benefit of €31.0 million, net profit for 2015
amounted to €132.5 million, compared with €59.2 million for the previous year.
Trend information
43
SECTION 5.
TREND INFORMATION
5.1. – RECENT DEVELOPMENTS
Share buyback offer
At its meeting on March 14, 2016, the Board of Directors approved a proposal to launch a simplified public
offer for up to 1,700,000 Fimalac shares representing 6.3% of the current capital ("the Offer"), under the
shareholder-approved buyback program. The Offer price will be set at €101 per share (including the 2015
dividend), to be paid in cash. The shares tendered to the Offer will subsequently be cancelled.
Groupe Marc de Lacharrière, Fimalac's majority shareholder, and also Culture & Diversité Foundation, Marc
Ladreit de Lacharrière and the other members of his family acting in concert, have indicated they do not intend
to take part in the Offer.
Having reviewed the report of the presenting banks and the fairness opinion issued by Finexsi, which
concluded that the Offer price is fair, the Board of Directors is recommending that shareholders tender their
Fimalac shares to the Offer.
The Offer Price of €101 represents an attractive premium of 25.4% on the closing Fimalac share price on
March 11, 2016 (€80.54) and premiums of 28.7% and 26.4% respectively on the volume-weighted average
share prices for the previous three months (€78.46) and six months (€79.93). The discount compared to
adjusted NAV per share is moderate and in line with market practice.
The indicative timeline for the Offer, which will be submitted to France's securities regulator (Autorité des
Marchés Financiers), will be announced when the draft prospectus is filed. The Offer period is expected to
begin in April 2016.
5.2. – OUTLOOK FOR 2016
Fimalac is a diversified group with interests in the financial services, digital news and media, entertainment,
luxury hotel and leisure and real estate sectors, all of which offer significant growth potential.
We will use our considerable financial headroom to step up the pace of business growth, focusing primarily on
the Digital and Entertainment businesses, while also holding firm to our dividend policy.
Trend information
44
5.3. – FINANCIAL CALENDAR
Annual Shareholders' Meeting: June 15, 2016 at 3:00 p.m. at Pavillon Gabriel in Paris
Ex-dividend date: June 20, 2016
Payment of the dividend: as from June 22, 2016
Board meeting to approve the interim financial statements: September 20, 2016
Financial information for the year ended December 31, 2015
45
SECTION 6.
FINANCIAL INFORMATION FOR THE YEAR ENDED
DECEMBER 31, 2015
6.1. – CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
Consolidated Balance Sheet at December 31, 2015 ............................................................................................ 48
Consolidated Balance Sheet at December 31, 2015 ............................................................................................ 49
Consolidated Income Statement for the Year Ended December 31, 2015 .......................................................... 50
Consolidated Statement of Changes in Equity .................................................................................................... 52
Consolidated Statement of Cash Flows............................................................................................................... 54
1.1. - SIGNIFICANT EVENTS.......................................................................................................... 56
1.1.1. - Sale of 30% of Fitch Group ....................................................................................................... 56
1.1.2. - Development of the Digital business ......................................................................................... 56
1.1.3. - Development of the Entertainment business ............................................................................. 56
2.1. - Presentation and preparation of the consolidated financial statements ..................................... 57
2.2. - Basis of consolidation ............................................................................................................... 58
2.2.1. - Scope of consolidation .............................................................................................................. 58
2.2.2. - Consolidation policies ............................................................................................................... 59
2.2.3. - Segment information ................................................................................................................. 60
2.2.4. - Foreign currency translation ...................................................................................................... 61
2.2.5. - Property and equipment............................................................................................................. 62
2.2.6. - Intangible assets ........................................................................................................................ 62
2.2.7. - Impairment tests ........................................................................................................................ 63
2.2.8. - Financial assets .......................................................................................................................... 64
2.2.9. - Trade receivables ....................................................................................................................... 65
2.2.10. - Cash and cash equivalents ......................................................................................................... 65
2.2.11. - Share capital .............................................................................................................................. 66
2.2.12. - Debt ........................................................................................................................................... 66
2.2.13. - Deferred taxes ........................................................................................................................... 66
2.2.14. - Employee benefits ..................................................................................................................... 67
Financial information for the year ended December 31, 2015
46
2.2.15. - Provisions .................................................................................................................................. 68
2.2.16. - Revenue ..................................................................................................................................... 68
2.2.17. - Leases ........................................................................................................................................ 70
2.2.18. - Dividends .................................................................................................................................. 70
2.2.19. - Assets and liabilities held for sale and discontinued operations ............................................... 70
2.2.20. - Earnings per share ..................................................................................................................... 70
2.2.21. - Other operating income and expenses, net ................................................................................ 71
2.2.22. - Use of estimates ........................................................................................................................ 71
3.1. - Changes in scope of consolidation ............................................................................................ 72
4.1. - Currency risk ............................................................................................................................. 74
4.2. - Interest rate risk ......................................................................................................................... 75
4.3. - Liquidity risk ............................................................................................................................. 77
4.4. - Characteristics of subsidiaries' debt .......................................................................................... 77
4.5. - Maturities of financial instruments (undiscounted) ................................................................... 78
4.6. - Credit risk .................................................................................................................................. 79
4.7. - Equities risk ............................................................................................................................... 79
4.7.1. - Accounting treatment of derivative financial instruments and hedging transactions ................ 79
4.8. - Fair value estimates ................................................................................................................... 80
5.1. - Goodwill on fully consolidated companies ............................................................................... 81
5.2. - Intangible assets ........................................................................................................................ 83
5.3. - Property and equipment............................................................................................................. 84
5.4. - Investments in associates........................................................................................................... 88
5.5. - Additional information concerning Fitch Group ....................................................................... 90
5.5.1. - Condensed financial statements of Fitch Group ........................................................................ 90
5.5.2. - Fitch Group goodwill ................................................................................................................ 90
5.5.3. - Fitch Group segment information ............................................................................................. 91
5.6. - Financial assets .......................................................................................................................... 92
5.7. - Trade receivables ....................................................................................................................... 93
5.8. - Cash and cash equivalents ......................................................................................................... 94
5.9. - Deferred taxes ........................................................................................................................... 94
Financial information for the year ended December 31, 2015
47
5.10. - Long- and short-term debt ......................................................................................................... 95
5.10.1. - Bank borrowings ....................................................................................................................... 95
5.10.2. - Changes in bank borrowings ..................................................................................................... 96
5.10.3. - Other long- and short-term debt ................................................................................................ 96
5.11. - Derivative instruments .............................................................................................................. 97
5.12. - Pension and other employee benefit obligations ....................................................................... 97
5.12.1. - Pension plans ............................................................................................................................. 97
5.12.2. - Stock options ............................................................................................................................. 98
5.12.3. - Free shares ................................................................................................................................. 99
5.12.4. - "BSPCE" warrants ..................................................................................................................... 99
5.13. - Provisions ................................................................................................................................ 100
5.14. - Other liabilities ........................................................................................................................ 101
5.15. - Employee benefits expense ..................................................................................................... 101
5.16. - Finance costs and other financial income and expenses, net ................................................... 102
5.17. - Income tax expense ................................................................................................................. 102
5.18. - Information by business segment ............................................................................................ 103
5.18.1. - Results by business segment ................................................................................................... 103
5.19. - Information by geographical segment ..................................................................................... 104
5.19.1. - Revenue by geographical segment .......................................................................................... 104
5.19.2. - Assets by geographical segment .............................................................................................. 104
5.20. - Off-balance sheet commitments .............................................................................................. 105
5.21. - Earnings per share ................................................................................................................... 105
5.22. - Dividends ................................................................................................................................ 106
5.23. - Related party transactions ....................................................................................................... 106
5.24. - Subsequent events ................................................................................................................... 106
5.25. - List of consolidated companies ............................................................................................... 107
Financial information for the year ended December 31, 2015
48
F. Marc de Lacharrière (Fimalac) Group
Consolidated Balance Sheet at December 31, 2015
(in € millions)Notes December 31, 2015 December 31, 2014
NON-CURRENT ASSETS
Goodwill 5.1 523.7 278.5
Intangible assets 5.2 50.3 40.0
Property and equipment 5.3 331.4 313.5
Investments in associates 5.4 391.6 371.1
Non-current financial assets 5.6 141.8 131.7
Deferred tax assets 5.9 15.2 35.6
Other non-current assets - -
TOTAL NON-CURRENT ASSETS 1,454.0 1,170.4
CURRENT ASSETS
Inventories 0.8 0.5
Trade receivables 5.7 107.8 58.0
Other receivables 5.7 62.9 53.5
Current financial assets 5.6 20.7 20.4
Cash and cash equivalents 5.8 1,481.5 31.0
TOTAL CURRENT ASSETS 1,673.7 163.4
Assets held for sale 198.5
TOTAL ASSETS 3,127.7 1,532.3
ASSETS
The accompanying notes form an integral part of the consolidated financial statements.
Financial information for the year ended December 31, 2015
49
F. Marc de Lacharrière (Fimalac) Group
Consolidated Balance Sheet at December 31, 2015
(in € millions)Notes December 31, 2015 December 31, 2014
EQUITY
Share capita l 118.5 126.9
Additional pa id-in capita l 8.4 8.4
Treasury s tock (20.6) (81.5)
Trans lation reserves (12.6) (40.8)
Retained earnings 527.1 694.8
Attributable profit for the period 1,583.0 87.0
Other comprehens ive income (1.2) 34.6
Total comprehens ive income 1,581.8 121.6
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS 2,202.6 829.4
Non-controlling interests (0.3) 2.3
TOTAL EQUITY 2,202.3 831.7
NON-CURRENT LIABILITIES
Pens ion and other employee benefi t obl igations 5.12 5.8 5.5
Long-term provis ions 5.13 47.5 9.4
Long-term debt 5.10 430.8 295.3
Deferred tax l iabi l i ties 5.9 6.5 7.8
Other non-current l iabi l i ties 1.5 0.4
TOTAL NON-CURRENT LIABILITIES 492.1 318.4
CURRENT LIABILITIES
Short-term provis ions 5.13 4.2 4.3
Short-term debt 5.10 258.4 302.2
Trade payables 53.7 28.0
Other current l iabi l i ties 5.14 117.0 47.7
TOTAL CURRENT LIABILITIES 433.3 382.2
Liabi l i ties held for sa le
TOTAL EQUITY AND LIABILITIES 3,127.7 1,532.3
EQUITY AND LIABILITIES
The accompanying notes form an integral part of the consolidated financial statements.
Financial information for the year ended December 31, 2015
50
F. Marc de Lacharrière (Fimalac) Group
Consolidated Income Statement for the Year Ended December 31, 2015
(in € millions) Notes 2015 2014
Revenue 5.18.1/19.1 224.7 114.8
Other income 46.2 19.9
Employee benefi ts expense 5.15 (108.5) (52.1)
Purchases used in the generation of revenue and external charges (141.8) (71.2)
Taxes other than on income (6.4) (2.6)
Depreciation and amortization 5.18.1 (18.5) (11.4)
Charges to/reversa ls of provis ions , net 5.18.1 (2.3) (0.1)
Other recurring operating income and expenses , net (0.6) 0.4
RECURRING OPERATING PROFIT/(LOSS) 5.18.1 (7.2) (2.3)
Other operating income and expenses , net 5.18.1 (113.5) (9.0)
OPERATING PROFIT/(LOSS) 5.18.1 (120.7) (11.3)
Income and expenses from cash and cash equiva lents and currency and
interest rate hedges , net(35.7) 2.9
Interest expense on bank borrowings (9.8) (11.0)
Finance costs, net 5.16 (45.5) (8.1)
Other financia l income and expenses , net 5.16 28.0 4.5
Income tax benefi t/(expense) 5.17 10.1 9.3
Share of profi t of associates (excluding Fi tch) 5.4 16.5 10.8
Share of Fi tch profi t 5.4 40.1 81.5
Net capita l ga in/(loss ) on disposals & net profi t/(loss ) from
discontinued operations1,652.9 (0.2)
PROFIT FOR THE PERIOD 1,581.4 86.5
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 1,583.0 87.0
ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (1.6) (0.5)
Earnings per share (in €) 5.21
Basic earnings per share 59.28 3.24
Diluted earnings per share 59.28 3.24
Earnings per share from continuing operations (including Fitch)
Basic earnings per share (2.62) 3.24
Diluted earnings per share (2.62) 3.24
Earnings per share from discontinued operations
Basic earnings per share 61.89 -
Diluted earnings per share 61.89 - The accompanying notes form an integral part of the consolidated financial statements.
Financial information for the year ended December 31, 2015
51
F. Marc de Lacharrière (Fimalac) Group
Consolidated Statement of Comprehensive Income
for the Year Ended December 31, 2015
(in € millions) 2015 2014
Profit for the period 1,583.0 87.0
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations 14.2 28.2
Valuation gains and losses on available-for-sale financial assets (14.4) 14.6
Gains and losses on cash flow hedges (1.6) (5.1)
Tax benefit (expense) on items that may be reclassified subsequently to profit or loss 0.4 (2.0)
Total items that may be reclassified subsequently to profit or loss (1.4) 35.7
Items that will not be reclassified subsequently to profit or loss
Actuarial gains and losses on defined benefit plan obligations 0.4 (1.6)
Tax benefit (expense) on items that will not be reclassified subsequently to profit or loss (0.2) 0.5
Total items that will not be reclassified subsequently to profit or loss 0.2 (1.1)
Comprehensive income attributable to equity holders of the parent 1,581.8 121.6
Comprehensive income attributable to non-controlling interests (2.4) (2.3)
Total comprehensive income 1,579.4 119.3 The accompanying notes form an integral part of the consolidated financial statements.
Financial information for the year ended December 31, 2015
F. Marc de Lacharrière (Fimalac) Group
Consolidated Statement of Changes in Equity
At December 31, 2015, the Company's share capital was made up of 26,920,000 ordinary shares with a par value of €4.40, all fully paid.
Changes in share capital, year ended December 31, 2015
Share capital at December 31, 2014 – (in number of shares) 28,830,000
Canceled shares (1,910,000)
Share capital at December 31, 2015 26,920,000
(in € millions)Share
capital
Additional
paid-in
capital
Retained
earnings
Translation
reserve
Valuation
gains and
losses on
financial assets
Actuarial
gains and
losses
Gains and losses
on cash flow
hedges
Treasury
stock
Equity
attributable to
equity holders
Non-
controlling
interests
Total equity
Equity at December 31, 2013 126.9 8.4 744.9 (40.8) 7.6 0.6 2.8 (72.3) 778.1 1.9 780.0
Is sue of share capita l 0.0
Purchases and sa les of treasury s tock (9.2) (9.2) (9.2)
Cancel lations of treasury s tock 0.0
Cancel lation of ga ins and losses on sa les of treasury s tock
and transaction costs 0.5 0.5 0.5
Dividends (51.1) (51.1) (51.1)
Fa ir va lue of s tock options recognized in profi t 0.5 0.5 0.5
Put options on non-control l ing interests (1.3) (1.3) (0.4) (1.7)
Other (0.4) (0.4) 0.2 (0.2)
Profit for the period 87.0 87.0 (0.5) 86.5
Other comprehens ive income/(expense) 28.2 11.5 (1.1) (4.0) 34.6 (1.8) 32.8Changes in scope of consol idation (9.3) (9.3) 2.9 (6.4)
Equity at December 31, 2014 126.9 8.4 770.8 (12.6) 19.1 -0.5 (1.2) (81.5) 829.4 2.3 831.7
Other comprehensive income /(expense)
Changes in equity, year ended December 31, 2014
52
Financial information for the year ended December 31, 2015
Changes in equity, year ended December 31, 2015
(in € millions)Share
capital
Additional
paid-in
capital
Retained
earnings
Translation
reserve
Valuation gains
and losses on
financial assets
Actuarial
gains and
losses
Gains and losses
on cash flow
hedges
Treasury
stock
Equity
attributable to
equity holders
Non-
controlling
interests
Total equity
Equity at December 31, 2014 126,9 8,4 770,8 (12,6) 19,1 (0,5) (1,2) (81,5) 829,4 2,3 831,7
Issue of share capital 0,0 1,2 1,2
Purchases and sales of treasury stock (15,5) (15,5) (15,5)
Cancellations of treasury stock (8,4) (68,1) 76,5 0,0 0,0
Cancellation of gains and losses on sales of treasury
stock and transaction costs 0,9 0,9 0,9
Dividends (107,1) (107,1) (2,5) (109,6)
Fair value of stock options recognized in profit 0,4 0,4 0,4
Put options over non-controlling interests (84,1) (84,1) (0,2) (84,3)
Other 0,1 0,1 (0,3) (0,2)
Profit/(loss) for the period 1 583,0 1 583,0 (1,6) 1 581,4
Other comprehensive income/(expense) 14,2 (13,9) 0,2 (1,7) (1,2) (0,8) (2,0)Changes in scope of consolidation (3,3) (3,3) 1,6 (1,7)
Equity at December 31, 2015 118,5 8,4 2 092,6 1,6 5,2 (0,3) (2,9) (20,5) 2 202,6 (0,3) 2 202,3
Other comprehensive income/(expense)
The accompanying notes form an integral part of the consolidated financial statements.
53
Financial information for the year ended December 31, 2015
54
F. Marc de Lacharrière (Fimalac) Group
Consolidated Statement of Cash Flows
The accompanying notes form an integral part of the consolidated financial statements.
(in € thousands)2015 2014
Profit for the period 1,581.4 86.5
- Net (profi t)/loss from discontinued operations (1,652.9) 0.2
+/- Depreciation, amortization and provis ion expense, net 113.9 13.5
-/+ Other non-cash (income) and expenses , net 1.7 2.3
-/+ Disposal (ga ins ) and losses , net (23.8) (0.2)
+/- Share of (profi t)/loss of associates (56.7) (92.3)
- Dividends received from non-consol idated companies 0.0
Cash flow after finance costs, net and income tax expense (36.4) 10.0
+ Finance costs , net 43.8 2.0
+/- Income tax expense (benefi t) (10.1) (9.3)
Cash flow before finance costs, net and income tax expense (2.7) 2.7
- Income tax paid (8.3) (8.0)
+ Change in operating working capital 4.0 (26.7)
NET CASH FROM/(USED IN) OPERATING ACTIVITIES (7.0) (32.0)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of intangible assets and property and equipment (21.2) (23.8)
Proceeds from disposals of intangible assets and property and equipment 0.1 0.1
Purchases of non-current financia l assets (net of cash acquired)1
(272.5) (133.6)
Proceeds from disposals of non-current financia l assets2
1,918.1 4.1
Change in loans and receivables and financia l assets at fa i r va lue through profi t or loss 0.5 4.2
Effect of changes in scope of consol idation 0.0
Dividends received from Fi tch, other associates and non-consol idated companies 65.8 71.9
Other movements 1.1 (0.6)
NET CASH FROM/(USED IN) INVESTING ACTIVITIES 1,691.9 (77.7)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchases and sa les of treasury s tock, net (14.6) (8.8)
Dividends paid (109.6) (51.1)
Proceeds from new borrowings 34.5 115.2
Repayments of borrowings 3 (80.2) (3.7)
Interest pa id, net (43.8) (2.6)
Other movements 0.3
Purchases of non-control l ing interests (2.3)
NET CASH FROM/(USED IN) FINANCING ACTIVITIES (215.7) 49.0
Effect of changes in foreign exchange rates and other (7.8) (10.1)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 1,461.4 (70.8)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD (171.9) (101.1)
CASH AND CASH EQUIVALENTS AT END OF PERIOD (Note 5.8)4 1,289.5 (171.9) (1) Change arising mainly from acquisitions of digital activities (see Note 3). (2) The substantial cash inflow for the period corresponds mainly to the proceeds from the sale of a further 30% of Fitch Group in March 2015 (see Significant
Events). (3) Corresponding to repayment of the syndicated credit facility (see Note 4.4). (4) Cash and cash equivalents in the cash flow statement are defined as cash and cash equivalents less short-term bank loans and bank overdrafts (see
Note 5.8). They do not include financial assets classified as at fair value through profit or loss.
Financial information for the year ended December 31, 2015
55
NOTE 1. GENERAL INFORMATION
The Group's parent company, F. Marc de Lacharrière (Fimalac), does not conduct any business on its own behalf.
It holds stakes in several operating subsidiaries and is actively involved in determining their strategies.
The Group has five operating segments based on the definition in IFRS 8 – Operating Segments:
Financial Services, represented by Fitch Group, which has four main business lines:
Credit ratings, conducted through Fitch Ratings.
Data and analytics, conducted through Fitch Solutions, whose product offerings include Fitch's
research delivery, risk and performance analytics, surveillance tools, structured finance workflow
solutions, and pricing and valuation services.
Financial training and professional development conducted through Fitch Learning.
Country risk analysis and industry research conducted through Business Monitor International
(BMI), a company acquired by Fitch Group in March 2014.
Luxury Hotels & Leisure, represented by 40%-owned Groupe Barrière.
Entertainment, comprising three business lines:
Production, corresponding to the live entertainment production activities of Gilbert Coullier Productions,
Thierry Suc Productions, Auguri Productions, K-Wet Productions, Encore Productions and Miala.
Ticketing Solutions, conducted through Kyro-Concept, a ticketing solutions developer, and two ticket
sales management companies, MyTicket and AP2S.
Venue Management, conducted through Vega and its subsidiaries and through Ellipse and Carilis, two
sports center operators.
Digital, comprising news and media operations in five areas:
Fashion/beauty (including Purepeople and Purestyle).
Movies (including Allociné and Côté Ciné in France and Moviepilot in Germany).
Video games (including Jeuxvideo.com, Millennium, Jeu.info and IDGE).
Cookery and gastronomy (including 750g and Académie du Goût).
Travel (including EasyVoyage and Le Bon Guide).
Real Estate, represented by North Colonnade Ltd, owner of the Canary Wharf building in London, and by SCI
101, which leases the building at 101 rue de Lille, Paris 75007 under a finance lease.
The Group's operations are conducted primarily in France, the United States, the United Kingdom, the other
European Union countries, Asia and Latin America.
Fimalac is organized as a société anonyme (joint stock company) governed by the laws of France. Its registered
office is located in Paris.
Fimalac shares are traded on the NYSE Euronext Paris stock exchange.
These consolidated financial statements were approved by the Board of Directors on March 14, 2016.
Financial information for the year ended December 31, 2015
56
1.1. - SIGNIFICANT EVENTS
1.1.1. - Sale of 30% of Fitch Group
On March 12, Fimalac sold a further 30% interest in Fitch Group to Hearst for $1,989.5 million (€1,875 million).
Prior to the transaction, which was announced on December 12, 2014, Fitch Group was 50%-owned by Fimalac.
The capital gain on the transaction, representing a net amount of €1,652.9 million after taxes and expenses, is
reported on a separate line of the consolidated income statement, under "Capital gains, net of tax".
1.1.2. - Development of the Digital business
Webedia kept up its domestic and international growth strategy during the year by acquiring a certain number of
companies operating in the digital sector, as explained in Note 1. These acquisitions represented a total
investment of €265 million, including contingent consideration. For more information, see Note 3.
1.1.3. - Development of the Entertainment business
Several acquisitions were made during the year through the Group's Trois S subsidiary in the area of live
entertainment production and organization and theater management.
For more information, see Note 3.
Financial information for the year ended December 31, 2015
57
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1. - PRESENTATION AND PREPARATION OF THE CONSOLIDATED FINANCIAL
STATEMENTS
The consolidated financial statements of the Fimalac Group for the year ended December 31, 2015 ("the
consolidated financial statements") have been prepared in accordance with the International Accounting Standards
and International Financial Reporting Standards ("IFRSs") published by the International Accounting Standards
Board (IASB) and adopted for use in the European Union in the accounting period ended December 31, 2015.
The IFRSs adopted for use in the European Union can be viewed on the European Commission website at
(http://ec.europa.eu/internal_market/accounting/ias/index_en.htm).
The accounting methods used to prepare the consolidated financial statements are the same as those applied for
the preparation of the financial statements for the year ended December 31, 2014, except where otherwise
required by new standards, amendments to existing standards or interpretations applicable in accounting periods
beginning on or after January 1, 2015.
New standards, interpretations and amendments to existing standards applicable as of January 1, 2015
Amendments resulting from the 2011-2013 IFRS Annual Improvements Cycle adopted in December 2013:
the minor amendments to certain standards resulting from this process have been applied as from
January 1, 2015. The impact on the consolidated financial statements was not material.
IFRIC 21 – Levies, which provides guidance on the recognition of a liability to pay a levy. According to
IFRIC 21, the obligating event for the recognition of a liability is the activity that triggers the payment of the
levy in accordance with the relevant legislation. The liability may not be recognized progressively; it must be
recognized in full when the obligating event occurs. This interpretation had no impact on consolidated profit
for 2015.
Standards, interpretations and amendments adopted for use in the European Union that are applicable in
future periods
Limited amendment to IAS 19 – Defined Benefit Plans: Employee Contributions, concerning employee and
third party contributions to defined benefit plans. The purpose of the amendment is to simplify the
accounting treatment of contributions that are not based on years of service, such as employee contributions
calculated as a percentage of salary. The amendment is applicable to annual periods beginning on or after
February 1, 2015.
Minor amendments to existing standards resulting from the 2010-2012 IFRS Annual Improvements Cycle
adopted in December 2013. The amendments are applicable in annual periods beginning on or after
February 1, 2015.
Minor amendments to existing standards resulting from the 2012-2014 IFRS Annual Improvements Cycle,
concerning standards IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations; IFRS 7 –
Financial Instruments: Disclosures; IAS 19 – Employee Benefits and IAS 34 – Interim Financial Reporting.
The amendments are applicable to annual periods beginning on or after January 1, 2016.
The "Disclosure Initiative" amendments to IAS 1 – Presentation of Financial Statements, which require the
use of judgement to determine the disclosures to be made in the financial statements. For example, the
amendments clarify that materiality applies to the whole financial statements and that the disclosure of
information which is not material may obscure useful information. They also establish that judgement must
be applied to determine where and in what order information is disclosed in the notes to the financial
statements. The amendments are applicable to annual periods beginning on or after January 1, 2016.
Financial information for the year ended December 31, 2015
58
The impact of applying these amendments on the consolidated financial statements will not be material.
New standards published by the IASB but not yet adopted for use in the European Union
The standards and interpretations listed below have been published by the IASB but have not yet been adopted for
use in the European Union. Their potential impact on the Group is currently being analyzed.
On July 24, 2014, the IASB completed the last stage of its comprehensive response to the financial crisis by
publishing the final version of IFRS 9 – Financial Instruments. The improvements introduced in IFRS 9
include the adoption of a logical approach to recognizing and measuring financial assets and liabilities, and
the introduction of a new expected-loss impairment model applicable to all financial assets and a new hedge
accounting model. The new standard is applicable to annual periods beginning on or after January 1, 2018,
with early adoption allowed.
IFRS 15 – Revenue from Contracts with Customers, which replaces the revenue recognition provisions of
IAS 11 – Construction Contracts and IAS 18 – Revenue. The core principle of IFRS 15 is that an entity will
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for those goods or services. The new
standard is applicable to annual periods beginning on or after January 1, 2018, with early adoption allowed.
On January 13, 2016, the IASB published IFRS 16 – Leases. This standard, which introduces a major change
in the accounting treatment of leases, provides a single lessee accounting model, requiring lessees to
recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset
has a low value. IFRS 16 is applicable to annual periods beginning on or after January 1, 2019.
2.2. - BASIS OF CONSOLIDATION
2.2.1. - Scope of consolidation
The consolidated financial statements include the financial statements of the parent company and of the entities
controlled directly or indirectly by the parent ("the subsidiaries"). Control is the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities. It is presumed to exist when the parent
owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity.
Subsidiaries are fully consolidated.
Entities that are jointly controlled, directly or indirectly, with a limited number of other shareholders are
accounted for by the equity method.
Associates, defined as entities over which the parent company exercises significant influence, are also accounted
for by the equity method.
The list of consolidated companies is provided in Note 3.2. All consolidated companies have a
December 31 year-end except for Groupe Barrière which has been consolidated on the basis of financial
statements for the year ended October 31, 2015.
Financial information for the year ended December 31, 2015
59
2.2.2. - Consolidation policies
(i) Fully consolidated companies
The Group accounts for business combinations using the acquisition method. Under this method, the assets
acquired and liabilities assumed are measured at their acquisition-date fair value.
Companies acquired or divested during the year are consolidated from the acquisition date or up to the divestment
date.
Accordingly, the profits or losses of subsidiaries acquired or divested during the period are included in the
consolidated income statement from the acquisition date or up to the date when control is lost.
Where necessary, the financial statements of subsidiaries acquired during the period are restated to comply with
Group accounting policies.
All intra-group balances and transactions are eliminated in consolidation.
Application of IFRS 3R and IAS 27R from October 1, 2009 mainly affected the accounting treatment of
acquisitions and divestments that resulted in control being acquired or lost. In particular:
In the case of an acquisition leading to a transfer of control, the acquisition-related costs are recognized
as expenses.
Contingent consideration is initially recognized and measured at fair value, with subsequent changes in
fair value recognized in profit or loss when the contingent consideration constitutes a liability.
In the case of a transaction leading to control being acquired (or lost), the gain or loss arising from
remeasurement at fair value of any previously held interest (or retained interest) is recognized in profit or
loss.
In the case of an acquisition leading to a transfer of control, non-controlling (i.e., minority) interests are
recognized and measured either as their proportionate interest in the net identifiable assets of the investee
(partial goodwill method) or at fair value plus a share of goodwill calculated on the same basis (full
goodwill method). The choice of method is made on a transaction-by-transaction basis.
Acquisitions or disposals of interests in controlled companies that do not lead to control being acquired or lost are
accounted for as transfers between equity attributable to equity holders of the parent and non-controlling interests,
without any impact on profit or loss.
Goodwill
Goodwill arising on a business combination corresponds to the excess of the acquisition-date fair value of the
consideration transferred plus the amount of any non-controlling interests, measured either as their proportionate
interest in the acquiree's net identifiable assets or at fair value, over the acquisition-date net fair value of the
acquiree's identifiable assets, liabilities and contingent liabilities.
Goodwill arising on acquisition of subsidiaries is reported on a separate line of the balance sheet. It is measured in
the currency of the acquiree and translated into euros at the period-end exchange rate. Impairment tests are
performed at the level of the cash-generating unit to which the goodwill belongs.
Financial information for the year ended December 31, 2015
60
The Group defines cash-generating units as corresponding to its operating segments. Goodwill is recognized as an
asset and is not amortized, but is tested for impairment annually and whenever there is an indication that its
carrying amount may not be recovered. Impairment losses on goodwill are not reversible.
When a subsidiary is sold, the related goodwill is reclassified to the income statement and taken into account in
the calculation of the disposal gain or loss.
Negative goodwill
When goodwill calculated by the above method represents a negative amount, it is recognized directly in profit or
loss without allocating any portion of the amount to non-controlling interests.
(ii) Investments in associates and joint ventures
Investments in associates and joint ventures are initially recognized at cost.
They are subsequently accounted for by the equity method. Goodwill arising on acquisition of associates and joint
ventures is included in the carrying amount of the investment. When the associate or joint venture is sold, the
related goodwill is reclassified to the income statement and taken into account in the calculation of the disposal
gain or loss.
The profits, assets and liabilities of associates and joint ventures are accounted for by the equity method. In the
case of loss-making companies, if the Group's share of the losses is equal to or exceeds its investment in the
associate or joint venture, recognition of its share of further losses is discontinued, except when it has incurred
legal or constructive obligations or made payments on behalf of the associate or joint venture. The investment in
an associate or joint venture is the carrying amount of the investment under the equity method plus the amount of
any long-term items that, in substance, form part of the Group's net investment in the entity concerned.
Profits and losses resulting from transactions with associates and joint ventures are eliminated pro rata to the
Group's interest in the entity concerned, except for any losses that reflect an impairment in value of the asset sold
in the transaction.
The accounting policies applied by associates and joint ventures for local statutory reporting purposes are
modified, where necessary, to comply with Group accounting policies.
2.2.3. - Segment information
Business and geographical operating segments have been identified based on the Group's internal organizational
and management structure and its system of internal financial reporting to the Board of Directors and the Chief
Executive Officer.
The Group operates in five business segments:
Financial Services, comprising the businesses of Fitch Ratings, Fitch Solutions, Fitch Learning and BMI.
Luxury Hotels & Leisure.
Entertainment.
Digital.
Real Estate.
Amounts not allocated to the business segments correspond to headquarters expenses.
Financial information for the year ended December 31, 2015
61
The geographical segments, except for the Financial Services business segment, are as follows:
France.
Other European Union countries.
Latin America.
Other countries.
The Financial Services business segment (Fitch Group) is broken down into the following geographical segments:
North America.
Latin America.
Europe, the Middle East & Africa (EMEA).
Asia.
2.2.4. - Foreign currency translation
Presentation currency
The financial statements of Group subsidiaries are drawn up in their functional currency, corresponding to the
currency of the primary economic environment in which they operate.
The consolidated financial statements are presented in euros, corresponding to Fimalac's functional and
presentation currency.
Recognition of foreign currency transactions in the accounts of individual Group companies
Non-current assets purchased in foreign currencies are converted into the functional currency at the exchange rate
on the transaction date.
Receivables and payables denominated in foreign currencies are converted at the exchange rate on the balance
sheet date. The resulting exchange gains and losses are recognized in operating profit or in other financial income
and expenses, depending on the nature of the underlying receivable or payable, except for those gains and losses
arising from conversion of monetary items forming part of the Group's net investment in a foreign operation
which are recognized in equity under "Translation reserve".
Translation of the financial statements of foreign subsidiaries
The assets and liabilities of foreign subsidiaries are translated into euros at the exchange rate of the subsidiary's
functional currency on the balance sheet date, and their income and expenses are translated at the average rate for
the year. The resulting exchange differences are initially recognized in equity and are reclassified into profit or
loss on disposal of the subsidiary.
Goodwill and fair value adjustments recorded on acquisition of a foreign subsidiary are considered as forming
part of the subsidiary's assets and liabilities. They are therefore recognized in the subsidiary's functional currency
and translated at the closing exchange rate.
Exchange gains and losses arising from changes in exchange rates used to translate the net assets of a foreign
subsidiary, long-term financing of the Group's net investment in the subsidiary and the subsidiary's net profit are
recognized in equity.
Financial information for the year ended December 31, 2015
62
2.2.5. - Property and equipment
The cost of qualifying assets includes borrowing costs. Qualifying assets are buildings purchased prior to
completion that take a substantial period of time to get ready for their intended use. Capitalization of borrowing
costs ceases when the building concerned becomes available for its intended use.
Subsequent costs of replacing certain parts of items of property and equipment and compliance costs are added to
the carrying amount of the item to which they relate and depreciated over that item's remaining useful life.
Day-to-day servicing and maintenance costs are recognized as an expense as incurred.
Depreciation is calculated on a straight-line basis to write off the assets' carrying amount over their estimated
useful lives. The main useful lives applied by the Group are as follows:
o Buildings: 10 to 60 years.
o Fixtures and fittings: 5 to 15 years.
o Vehicles and equipment: 4 to 5 years.
o Office furniture and equipment: 3 to 10 years.
Useful lives are reviewed at each year-end.
Assets held under finance leases are depreciated over their estimated useful lives in the same way as assets owned
outright, or over the lease term where this is shorter.
When the recoverable amount of an item of property and equipment is less than its carrying amount, a provision
for impairment is recorded for the difference. Gains and losses realized on disposal of items of property, plant and
equipment – corresponding to the difference between the disposal proceeds and the item's carrying amount – are
recognized in the income statement under "Other operating income and expenses, net".
2.2.6. - Intangible assets
Intangible assets are measured at cost. Their recoverable amount is reviewed at regular intervals to determine
whether there is any indication that it may be less than their carrying amount. If any such indication exists, an
impairment test is performed and any identified impairment loss is recorded in the income statement under
"Recurring operating expense", except when the loss is considered unusual or represents a very significant
amount. In this latter case, the loss is recorded under "Other operating income and expenses, net".
Intangible assets are amortized over the following useful lives:
o Brands: 5 to 15 years.
o Licenses and software: 1 to 3 years.
o Contractual customer relationships: 3 to 10 years.
o Patents: 3 to 12 years.
Purchased trademarks and trademarks acquired in business combinations
Trademarks are stated at cost less accumulated amortization and accumulated impairment losses, if any.
Trademarks acquired in business combinations are measured at fair value.
Amortization is calculated on a straight-line basis to write off the assets' carrying amount over their estimated
useful lives, starting from the date when they are put into service.
Financial information for the year ended December 31, 2015
63
Trademarks qualified as having an indefinite useful life are not amortized but are tested for impairment at each
year-end or whenever there is an indication that their recoverable amount may be less than their carrying amount.
Licenses
Licenses are stated at cost less accumulated amortization and any accumulated impairment losses.
Amortization is calculated on a straight-line basis to write off the assets' carrying amount over their estimated
useful lives, starting from the date when they are put into service.
Software
Purchased software is recognized as an intangible asset at cost and amortized over its estimated useful life.
Software maintenance costs are recognized as an expense as incurred.
The directly attributable costs of developing identifiable software that is controlled by the Group and expected to
generate future economic benefits over more than one year are recognized as an asset in cases where the criteria
listed in IAS 38 are met.
Directly attributable costs include employee benefit costs for the employees who developed the software and an
appropriate portion of development overheads. Software development costs recognized as an asset are amortized
over the software's estimated useful life.
Research and development costs
Research costs are recognized as an expense for the period in which they are incurred.
Identifiable intangible assets arising from the development phase of an internal project are recognized in the
balance sheet when the recognition criteria specified in IAS 38 are fulfilled.
Capitalized development costs are amortized on a straight-line basis over their estimated useful lives.
Development costs that do not qualify for recognition as an asset are recorded as an expense for the period in
which they are incurred.
2.2.7. - Impairment tests
Assets with indefinite useful lives are not amortized but are tested for impairment at each year-end and when there
is an indication that they may be impaired.
Amortizable assets are tested for impairment when there is an indication that their carrying amount may exceed
their recoverable amount and an impairment loss is recognized where necessary. The recoverable amount of an
asset is the higher of its fair value less costs to sell and its value in use.
If it is not possible to separately determine the recoverable amount of an individual asset, the calculation is
performed at the level of the cash-generating unit to which the asset belongs.
The recoverable amount of impaired non-financial assets other than goodwill is reviewed at each period-end, and
all or part of the provision for impairment is reversed where appropriate.
Financial information for the year ended December 31, 2015
64
2.2.8. - Financial assets
Financial assets are classified in four categories:
Financial assets at fair value through profit or loss
This category comprises assets held for trading and other assets designated upon initial recognition as financial
assets at fair value through profit or loss.
A financial instrument is qualified as held for trading when it has been acquired principally for the purpose of
selling it in the near term.
Derivative instruments are included in this category, except when they qualify for hedge accounting.
Financial assets in this category are measured at fair value and the aggregate net gain or loss arising from changes
in fair value is recognized in profit or loss.
They are classified as current assets when they are held for trading or are intended to be sold within twelve
months of the period-end.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market and are not being held for sale. They are measured at amortized cost, determined using the
effective interest method, less any provision for impairment. They are classified as current assets, except when
they fall due more than twelve months after the period-end.
Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and a fixed
maturity that an entity has the positive intention and ability to hold to maturity. They are measured at amortized
cost, determined using the effective interest method.
Available-for-sale financial assets
Available-for-sale financial assets are those non-derivative financial assets that are designated as available for sale
or are not classified as (a) loans and receivables, (b) held-to-maturity investments or (c) financial assets at fair
value through profit or loss. They are classified as non-current assets, except when they are intended to be sold
within twelve months of the period-end.
Financial assets in this category are measured at fair value and the gains and losses arising from changes in fair
value are recognized in equity. When an asset is derecognized or has suffered an other than temporary
impairment, the cumulative gain or loss previously recognized in equity is reclassified into profit or loss.
The amount of the cumulative loss that is removed from equity and recognized in profit as explained above
corresponds to the difference between the acquisition cost (net of any principal repayments and amortization) and
current fair value, less any impairment loss on that financial asset previously recognized in profit or loss.
Financial assets are initially recognized at fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset.
Financial information for the year ended December 31, 2015
65
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset (or part of
the financial asset) expire, or when the Group waives or transfers its contractual rights and no longer retains
substantially all the risks and rewards of ownership of the asset.
At each period-end, the Group assesses whether there is objective evidence that the recoverable amount of a
financial asset or group of financial assets represents less than their carrying amount. If such evidence exists, the
recoverable amount of the asset or group of assets is measured and an impairment loss is recognized where
appropriate, based on the category of asset concerned.
Fair value measurement
The fair value of derivatives and other financial instruments traded on a stock exchange or other active market is
measured based on quoted prices for identical assets and liabilities at the fiscal year end. These correspond to
Level 1 inputs in the fair value hierarchy defined in IFRS 13.
The fair value of over-the-counter derivatives and other financial instruments that are not traded on an active
market is determined using inputs other than quoted prices included within Level 1 that are observable either
directly (i.e., as prices) or indirectly (i.e., derived from prices). These correspond to Level 2 inputs in the fair
value hierarchy defined in IFRS 7.
The fair value of financial instruments for which observable inputs are not available are measured using
unobservable inputs (i.e., the Group's internal data). These correspond to Level 3 inputs in the fair value hierarchy
defined in IFRS 13.
2.2.9. - Trade receivables
Trade receivables are measured at cost – corresponding to their nominal amount – when they are due within one
year and the impact of discounting would not be material. They are measured at amortized cost, determined by the
effective interest method, when they are due beyond one year and the impact of discounting is material.
An impairment loss is recognized when there is objective evidence that the carrying amount of a receivable may
not be recovered in accordance with the terms of the underlying contract.
2.2.10. - Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and investments in money market securities.
They are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.
Cash equivalents are measured at fair value through profit or loss.
Financial information for the year ended December 31, 2015
66
2.2.11. - Share capital
Share capital consists exclusively of ordinary shares; the Group has not issued any preference shares.
The cost of equity-settled transactions is recorded as a deduction from equity, net of any related income tax
benefit.
Treasury shares are also recorded as a deduction from equity, until they are canceled, re-issued or sold.
No profit or loss is recorded in the income statement on the purchase, sale, issue or cancellation of Fimalac equity
instruments.
2.2.12. - Debt
Bank borrowings
Borrowings are initially recognized at fair value, corresponding to the cash proceeds received, net of direct issuing
costs. They are subsequently measured at amortized cost, determined using the effective interest method.
The difference between the cash proceeds received, net of direct issuing costs, and the amount payable to
extinguish the debt is recognized in profit over the life of the debt using the effective interest method.
Borrowings are classified as current liabilities except when the Group has an unconditional right to defer
repayment for more than twelve months beyond the period-end, in which case they are classified as non-current
liabilities.
Non-controlling interest (NCI) puts
In accordance with IAS 32, put options granted to non-controlling shareholders of subsidiaries are recognized as
non-current liabilities. An equivalent amount is recorded as a deduction from equity attributable to
non-controlling interests to the extent possible and any excess is deducted from equity attributable to equity
holders of the parent. The liability is remeasured at each period-end at the present value of the option exercise
price.
2.2.13. - Deferred taxes
Deferred taxes are recognized for all temporary differences between the carrying amount of assets and liabilities
and their tax base, using the liability method. This method consists of adjusting deferred taxes recognized in prior
periods based on the enacted tax rates applicable in future periods.
Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that
taxable profit will be available against which the deductible temporary difference can be utilized.
Deferred tax liabilities are recognized for all taxable temporary differences associated with investments in
subsidiaries, associates and joint ventures, except to the extent that the parent, investor or venturer is able to
control the timing of the reversal of the temporary difference and it is probable that the temporary difference will
not reverse in the foreseeable future.
Deferred tax assets and deferred tax liabilities are offset if, and only if, subsidiaries have a legally enforceable
right to set off current tax assets against current tax liabilities, and the deferred tax assets and liabilities relate to
income taxes levied in the same period by the same taxation authority.
Financial information for the year ended December 31, 2015
67
2.2.14. - Employee benefits
Post-employment benefits
The Fimalac Group participates in pension plans for employees in its host countries, in accordance with local laws
and practices. They include various compulsory plans funded by a combination of employee and employer
contributions. The related pension funds are managed by independent organizations and Group companies have
no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all
benefits relating to employee service in the current and prior periods.
Group employees in certain countries are entitled to additional benefits in the form of a pension or a lump sum
paid on retirement. The main countries concerned are the United States, France and the United Kingdom.
Upon retirement, former Group employees receive a pension under local statutory schemes. They may also
receive benefits funded directly by certain French and foreign companies in the Group.
In France, Group employees receive a termination benefit calculated by reference to their years of service with the
company according to a formula specified in the applicable collective bargaining agreement.
The Group's obligation for the payment of pensions and other post-employment benefits is determined based on
employees' projected final salaries and specific economic assumptions for each country. They may be funded by
an external fund, with a provision recorded in the balance sheet for the unfunded obligation.
A defined benefit plan is a post-employment benefit plan under which fixed contributions paid into a separate
entity (a fund) do not relieve the company of its legal or constructive obligation to pay further contributions if the
fund does not hold sufficient assets to pay the benefits due. The Group's net projected benefit obligation under
defined benefit plans corresponds to the present value of expected future payments required to settle the
obligation resulting from employee service in the current and prior periods.
Actuarial gains and losses result from changes in the actuarial assumptions applied to estimate the projected
benefit obligation and related plan assets, differences in actual market conditions compared with original
assumptions, and legislative changes. They are recognized immediately in other comprehensive income.
In line with the amendment to IAS 19 applicable to annual periods beginning on or after January 1, 2013, past
service costs arising from plan amendments are recognized immediately in profit or loss.
Share-based payments
Stock options and free shares are granted to employees in exchange for services rendered.
The services received as consideration for the options and free shares are recognized as an expense over the
vesting period with a corresponding adjustment to equity. The amount recognized for stock options is determined
using the Black & Scholes option pricing model.
Vesting conditions other than market conditions are taken into account in the assumptions used to estimate the
probable number of options that will become exercisable. These estimates are reviewed at each period-end.
"BSPCE" warrants
"BSPCE" (founder share) warrants are granted to the management and employees of Webedia. The warrants
correspond to cash-settled share-based payment plans due to the existence of put and call options on the shares
obtainable upon exercise of the warrants. The liability is therefore recognized in employee benefits expense as the
employee services are rendered.
Financial information for the year ended December 31, 2015
68
2.2.15. - Provisions
A provision is recognized when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
In the normal course of business, Fimalac and its subsidiaries may be involved in disputes and proceedings
relating to labor, tax or regulatory issues (such as competition law). Each potential or incurred risk is carefully
analyzed and provisions are recorded where appropriate, calculated based on the recommendations of the Group's
technical experts and legal counsel.
Restructuring provisions are recorded when the Group has a detailed formal plan for the restructuring and has
notified those affected by the plan.
Environmental provisions
In the past the Group owned manufacturing sites that may be recognized as being contaminated, and it may have a
legal or constructive obligation to carry out clean-up work at these sites.
Analyses and estimates have been prepared by the Group, with the assistance of qualified experts, to determine
the probability, timing and amount of the corresponding outflow of resources embodying economic benefits.
Appropriate provisions have been recorded in the balance sheet.
The provisions are discounted at rates that reflect current market assessments of the time value of money and the
risks specific to the liability. Discounting adjustments to provisions are recorded under "Other financial income
and expenses, net".
2.2.16. - Revenue
Revenue is measured at the fair value of the consideration received, net of taxes and discounts.
Revenue from the sale of services is recognized by reference to the stage of completion of the transaction at the
balance sheet date. Interest income from interest-bearing instruments is recognized using the effective interest
method.
Dividends on equities held as investments are recognized when the shareholder's right to receive payment is
established.
Webedia Group revenue (Digital Division)
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of
any trade discounts or volume rebates.
Revenue from the sale of services is recognized by reference to the stage of completion of the transaction at the
end of the reporting period. The stage of completion is determined by reference to the work performed.
Revenue from the sale of advertising space on behalf of websites not owned by the Webedia group is recognized
for an amount equal to the net commission received by Webedia.
Financial information for the year ended December 31, 2015
69
The Webedia group's revenue is derived from:
Contracts for the sale or exchange of advertising space on websites and mobile apps:
o For sale contracts completed at the period-end:
These contracts concern the display of advertising banners on the Group's French or foreign websites
for a fixed period of time. Their value depends mainly on the number of page views requested by the
advertiser. The revenue recognized in the income statement therefore corresponds to the contract value
negotiated up front, adjusted if appropriate based on the actual number of page views.
o For sale contracts in progress at the period-end, recognized revenue corresponds to the prorated
portion of the initial contract value.
o In accordance with SIC 31, revenue from advertising services provided in barter transactions
(exchanges of website banners and of banners for logos) is recognized only if the exchanged services
are not considered as being similar (i.e., notably, the format and the type of site should be different)
and their fair value can be reliably measured by reference to similar non-barter transactions. Barter
transactions that fulfil these two conditions are recognized in revenue in accordance with the same
principle as for sale contracts. As the Group does not yet have the tools to objectively demonstrate the
dissimilarity between exchanged website banners, no revenue is recognized for barter transactions in
the consolidated financial statements prepared in accordance with IFRS. For barter transactions
involving the display of advertising banners in exchange for print advertising or website content,
revenue from the services provided by Group entities is recognized for the amounts billed.
Contracts for the supply of content about movies, actors, etc. published on Webedia sites in the form of
fact sheets that the Group's partners (web portals in particular) display on their own site under their own
brand.
The Shopping activity. This revenue corresponds to the pay-per-click commission received when an
Internet user decides to join a Pure Shopping advertiser's site. It is recognized when the Internet user is
recorded in the Group's information system as having moved from the Pure Shopping site to the
advertiser's site.
The development of platforms on behalf of advertisers. This revenue is recognized when the platform is
delivered. Subsequent editorial and technical management fees are recognized on a monthly basis.
Other revenues include commissions received from commercial service providers that organize cinema ticket
sales on the Allociné site in France, and DVD sale and rental revenues.
Entertainment Division revenue
Entertainment Division revenues are derived from various activities:
Equipment rental (live entertainment and sports venues), mainly to promoters. Revenue from this activity
is recognized when the live entertainment or sporting event takes place.
Ticket sales, which are also recognized in revenue when the event takes place.
Co-productions, for which the amount recognized in revenue is based on each co-producer's contractual
share of the profit from the co-produced show in cases where co-producers agree to share the associated
risks and rewards.
Financial information for the year ended December 31, 2015
70
2.2.17. - Leases
Leases are classified as finance leases if they transfer substantially all the risks and rewards incidental to
ownership to the lessee. All other leases are classified as operating leases.
Finance leases are recognized in non-current assets and measured at an amount equal to the fair value of the
leased asset or, if lower, the present value of the minimum lease payments, each determined at the inception of the
lease.
The corresponding debt towards the lessor is recognized in liabilities under "Finance lease liabilities". The finance
charge, corresponding to the difference between the total lease obligation and the fair value of the leased asset, is
allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining
balance of the liability.
Lease payments under operating leases are recognized as an expense on a straight-line basis over the lease term.
2.2.18. - Dividends
Dividends distributed to shareholders are recognized as a liability in the consolidated financial statements when
they are approved.
2.2.19. - Assets and liabilities held for sale and discontinued operations
Assets and liabilities that are available for immediate sale and whose carrying amount will be recovered
principally through a sale transaction are classified as "Assets and liabilities held for sale" when the sale is highly
probable. When several assets are intended to be sold in a single transaction, the assets and related liabilities are
treated as a disposal group.
Assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair
value less costs to sell.
A deferred tax asset or liability is recognized on the difference between the carrying amount of the held-for-sale
assets in the consolidated balance sheet and their tax base.
Assets and liabilities held for sale or related to discontinued operations are reported on separate lines of the
balance sheet. Income and expenses related to assets and liabilities held for sale continue to be reported on the
appropriate lines of the consolidated income statement. The profit or loss generated by assets and liabilities
corresponding to discontinued operations is reported on a separate line of the income statement, when the
definition of discontinued operations is met. Once they are classified as held for sale, property, and equipment and
intangible assets cease to be depreciated or amortized and no new impairment losses are recognized.
2.2.20. - Earnings per share
Basic earnings per share are calculated by dividing profit from continuing operations attributable to ordinary
equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the
period, after deducting treasury shares.
To calculate diluted earnings per share, profit attributable to ordinary equity holders of the parent entity and the
weighted average number of ordinary shares outstanding are adjusted for the effects of dilutive instruments such
as stock options and stock warrants.
Financial information for the year ended December 31, 2015
71
2.2.21. - Other operating income and expenses, net
Other operating income and expenses mainly comprise items such as disposal gains and losses, significant or
unusual impairment losses on property and equipment or intangible assets, unusual restructuring costs,
movements in provisions for claims and litigation, warranty provisions and environmental provisions that
represent very significant amounts, and acquisition-related items.
2.2.22. - Use of estimates
The preparation of financial statements requires the use of estimates and assumptions that may have an impact on
the reported amounts of assets and liabilities at the balance sheet date and of profit for the period. These estimates
take into account economic data that may change over time and include a degree of uncertainty. The main
estimates concern impairment tests of assets, short- and long-term provisions and employee benefit obligations.
Financial information for the year ended December 31, 2015
72
NOTE 3. CONSOLIDATED COMPANIES
3.1. - CHANGES IN SCOPE OF CONSOLIDATION
Digital Division companies acquired during the year
Subsidiary Business Acquisition date
% interest
acquired Consolidation method
Acquisitions – Digital Division
Gaméo Video games Jan 1, 2021 100.00% Full
IDGE (Webedia GmbH) Video games Apr 27, 2015 88.00% Full
Jeuxinfo.com/Jeuxinfo.net Video games May 21, 2015 100.00% Full
Scimob Video games Dec 18, 2015 65.4% Full
3D Juegos Video games Dec 30, 2015 100.00% Full
Coté Ciné Group Movie information and ticket sales Apr 17, 2015 95.00% Full
Moviepilot GmbH Movie information and ticket sales Oct 8, 2015 24.20% Equity method
WWM Movie information and ticket sales Oct 30, 2015 100.0% Full
Flimmer Movie information and ticket sales Dec 18, 2015 100.0% Full
Easy Voyages Travel comparison website Jun 30, 2015 67.00% Full
Toocamp Campsite comparison website Dec 18, 2015 51.0% Full
Tudogustoso Cookery website Aug 5, 2015 100.0% Full
Paramaker Video production Jul 30, 2015 45.00% Full
Lincom Video production Sep 10, 2015 100.0% Full
Mixicom Video production Sep 10, 2015 100.0% Full
Talent Web Video production Sep 10, 2015 100.0% Full
Edit-place Digital content producer Sep 6, 2015 75.1% Full
Tradematic Computer programming Jul 23, 2015 50.8% Full
Semantiweb Data analytics Nov 26, 2015 91.9% Full
As explained in the "Significant Events" section, during 2015, Webedia strengthened its offering in France and
internationally by acquiring 19 companies.
These companies have been fully consolidated from the date of acquisition, exception for Moviepilot GmbH which
was accounted for by the equity method in 2015.
Provisional goodwill recognized on the acquisitions in 2015 amounted to €254.2 million (see table below for
details). Allocation of the purchase price and valuation of the identifiable assets acquired and liabilities assumed
will be completed in the 12 months following each acquisition.
Acquired entities
Acquisition
price Goodwill Business
3D Juegos 14.4 14.0 Digital Division
Lincom 12.9 12.4 Digital Division
Mixicom 29.3 28.1 Digital Division
Scimob 10.7 10.2 Digital Division
Talent Web 33.2 33.2 Digital Division
Tradematic SAS 18.6 17.4 Digital Division
Tudo Gustoso Internet 13 13.1 Digital Division
Webedia Gaming GmbH Holding 15.4 13.0 Digital Division
WWM US 55.6 54.0 Digital Division
Other acquisitions 61.9 58.8
Total 265 254.2
Financial information for the year ended December 31, 2015
73
Entertainment Division companies acquired during the year
Subsidiary Business
Acquisition
date
% interest
acquired Consolidation method
Acquisitions – Entertainment Division
Jing/TS3/TS5 Live enterta inment production July 1, 2015 100.00% Ful l
Miala Live enterta inment production June 15, 2015 50.00% Equity method
Dedicace.me Vending machine operator Nov. 3, 2015 60.00% Ful l
Gi lbert Coul l ier Productions* Live enterta inment production Oct. 26, 2015 20.0% Ful l
Théâtre de la Porte Saint Martin Theater operator Oct. 23, 2015 100.00% Ful l
Théâtre Marigny Theater operator Oct 23, 2015 50.00% Equity method
Gilbert Coullier Productions was 40%-owned in 2014 and was accounted for by the equity method. On October 26, 2015, the Group
acquired a further 20% of the shares, raising its interest to 60%. Consequently, Gilbert Coullier Productions has been fully consolidated
from that date.
Provisional goodwill recognized on the acquisitions in 2015 amounted to €48.4 million (see table below for
details). Allocation of the purchase price and valuation of the identifiable assets acquired and liabilities assumed
will be completed in the 12 months following each acquisition.
Acquired entities
Acquisition
price Goodwill
Jing SAS 16.8 21.5 Entertainment Division
Théâtre de la Porte Saint Martin 16.0 11.6 Entertainment Division
Other acquisitions 7.0 15.3
Total 39.8 48.4
Business
Financial information for the year ended December 31, 2015
74
NOTE 4. FINANCIAL RISKS
Financial risk factors
In the normal course of business, the Group is exposed to certain currency, interest rate, liquidity, credit and
equities risks. The Group uses derivatives to manage its interest rate and currency risks, and generally invests its
cash reserves in low-risk instruments with diversified maturities.
4.1. - CURRENCY RISK
The main currency risks arise from fund transfers and treasury transactions. Some of these risks are hedged.
Currency risks are managed using the following instruments:
Forward purchases and sales of foreign currencies
Purchases and sales of currency options
Sensitivity to changes in exchange rates at December 31, 2015
(in millions of currency units)
Total converted into
€USD GBP BRL TRY CHF
Trade and other payables 1.5 0.9 0.9
Amounts due on investments in non-consolidated companies 32.8 - 1.3 105.0 1.5 6.7
Intra-group borrowings
Sub-total Financial l iabilities 34.3 0.0 2.2 105.0 2.4 6.7
Trade and other receivables 0.5 0.2 0.9 0.5
Marketable securities 38.9 42.3 - - - -
Shares 14.0 15.2
Cash 1,332.4 1,450.6 - - - -
Intra-group loans 209.9 65.4 110.0
Sub-total Financial assets 1,595.7 1,573.7 110.0 0.9 0.5 0.0
Net currency position before hedging 1,561.4 1,573.7 107.8 (104.1) (1.9) (6.7)
Forward currency purchases - - - - - -
Forward currency sales (149.9) (110.0)
Net hedging position (149.9) 0.0 (110.0) 0.0 0.0 0.0
Net currency position after hedging, expressed in the
currency concerned 1411.6 1,573.7 (2.2) (104.1) (1.9) (6.7) Exchange rates: €/$ 1.0887 – €/£ 0.73395 – €/BRL 4.3117 – €/TRY 3.1765 – €/CHF 1.0835
Sensitivity to a 1% change in exchange rates (in € millions)
Impact on profit +/- 14.0
Impact on equity Not material
Financial information for the year ended December 31, 2015
75
Sensitivity to changes in exchange rates at December 31, 2014
(in millions of currency units)
Total
converted
into €
USD GBP BRL TRY CHF
Trade and other payables 0.8
Bank borrowings - - - - - -
Intra-group borrowings 13.5 1.4 16.5 1.4 7.3
Sub-total Financial l iabilities 13.5 0.0 1.4 16.5 2.2 7.3
Marketable securities - - - - - -
Cash - - - - - -
Intra-group loans 141.4 110.0 0.6
Sub-total Financial assets 141.4 0.0 110.0 0.6 0.0 0.0
Net currency position before hedging 127.9 0.0 108.6 (15.9) (2.2) (7.3)
Forward currency purchases - - - - - -
Forward currency sales (141.2) (110.0)
Net hedging position (141.2) 0.0 (110.0) 0.0 0.0 0.0
Net currency position after hedging, expressed in the currency concerned (13.3) 0.0 (1.4) (15.9) (2.2) (7.3) Exchange rates: €/$ 1.2141 - €/£ 0.7789 – €/BRL 3.2207 - €/TRY 2.832 - €/CHF 1.2024
Sensitivity to a 1% change in exchange rates (in € millions)
Impact on profit +/- 0.15
Impact on equity Not material
Impact of changes in exchange rates on 2015 earnings metrics
A 10% increase or decrease in the US dollar exchange rate would lead to:
A 0.25% (€4 million) increase or decrease in attributable profit.
A 10% increase or decrease in the sterling exchange rate would lead to:
A 0.63% (€1.4 million) increase or decrease in revenue.
An 11.7% (€0.8 million) increase or decrease in operating profit.
A 4.2% (€0.7 million) increase or decrease in net finance costs.
A 0.01% (€0.1 million) increase or decrease in attributable profit.
4.2. - INTEREST RATE RISK
Group policy consists of hedging the risk of changes in interest rates where appropriate. Interest rate risks are
managed using the following instruments:
Interest rate swaps
Interest rate collars and caps
Financial information for the year ended December 31, 2015
76
Sensitivity to changes in interest rates at December 31, 2015
(in millions of currency units) Total (€m) EUR position GBP position * USD position *
Money market securities issue 172.5 172.5
Bank borrowings and other debt 211.3 64.8 107.5
Total financial liabilities 383.8 237.3 107.5 0.0
Marketable securities excluding shares 41.2 4.4 40.1
Cash 1,440.0 95.3 8.8 1,450.8
Total financial assets 1,481.2 99.7 8.8 1,490.9
Net position before hedging (floating rate) 1,097.4 (137.6) (98.7) 1,490.9
Derivative instruments
Swaps 114.2 5.2 80.0
Caps
Hedging position (fixed rate) 114.2 5.2 80.0 0.0
Net position after hedging 1,211.6 (132.4) (18.7) 1,490.9 * Foreign currency amounts, converted into euros at the following rates: €/£ 0.73395 – €/$ 1.0887
Sensitivity to a 100-bps increase or decrease in interest rates (in € millions)
Impact on profit +/- 12.1
Impact on equity Not material
Sensitivity to changes in interest rates at December 31, 2014
(in millions of currency units) Total (€m) EUR position GBP position *
Money market securities issue 149.3 149.3
Bank borrowings and other debt 284.5 146.5 107.5
Total financial liabilities 433.8 295.8 107.5
Marketable securities excluding shares 4.8 4.8
Cash 26.2 16.2 7.8
Bonds 15.0 15.0
Total financial assets 46.0 36.0 7.8
Net position before hedging (floating rate) (387.8) (259.8) (99.7)
Derivative instruments
Swaps 108.2 5.5 80.0
Caps
Hedging position (fixed rate) 108.2 5.5 80.0
Net position after hedging (279.6) (254.3) (19.7) * Foreign currency amounts, converted into euros at the following rate: €/£ 0.7789
Sensitivity to a 100-bps increase or decrease in interest rates (in € millions)
Impact on profit +/- 2.8
Impact on equity Not material
Financial information for the year ended December 31, 2015
77
4.3. - LIQUIDITY RISK
Managing liquidity risk involves selecting liquid instruments traded in an active market and obtaining financing
via confirmed credit facilities. To keep pace with the Group's strong growth momentum, Corporate Treasury
ensures that financing is constantly available in the form of confirmed credit facilities that can be drawn on at any
time.
4.4. - CHARACTERISTICS OF SUBSIDIARIES' DEBT
(in € millions)
Fixed or
floating
rate
Inception
date
Expiry
dateTotal in €m
Due
within 1
year
Due in 1 to 5
years
Due
beyond 5
years
Money market securi ties i ssue 2 Floating 171.9 171.9
Other debt
Authorized bank overdrafts Floating 20.1 20.1
Private financing1 Floating Dec-13 Dec-20 109.0 109.0
Drawdowns of other confi rmed l ines of credit Floating 7.5 7.5
Drawdowns of other confi rmed l ines of credit Fixed3
6.2 1.2 4.2 0.8
3.30% bond issue Fixed Jul -14 Dec-19 20.0 20.0
3.70% bond issue Fixed Jul -14 Jul -21 40.0 40.0
Total outstanding debt 374.7 200.7 24.2 149.8 (1) Partial refinancing of North Colonnade debt (see Note 5.3).
(2) Commercial paper. (3) Expiring at different dates between 2011 and 2021.
At December 31, 2014, Fimalac had borrowed €80 million against a €395 million confirmed line of credit. The
€80 million was repaid in full and the facility was canceled at the end of March 2015, using the proceeds from the
sale of 30% of Fitch Group.
At December 31, 2015, two private placement notes issues were outstanding, a €20 million issue due
December 2019 and a €40 million issue due July 2021. The loan agreements include an acceleration clause based
on the following hard covenant:
Consolidated net debt/Consolidated equity < 0.7
Fimalac was in compliance with this covenant at December 31, 2015.
Financial information for the year ended December 31, 2015
78
4.5. - MATURITIES OF FINANCIAL INSTRUMENTS (UNDISCOUNTED)
December 31, 2015
(in € millions)
Carrying amount at
December 31, 2015Within 1 year In 1 to 5 years Beyond 5 years
DERIVATIVES
Assets
. Derivatives qualifying for hedge accounting - - - -
. Derivatives not qualifying for hedge accounting - - - -
Liabilities
. Derivatives qualifying for hedge accounting 5.5 5.5
. Derivatives not qualifying for hedge accounting 1.4 1.4
OTHER FINANCIAL INSTRUMENTS
Assets
. Non-current financial assets 141.8 100.2 41.6
. Current financial assets 20.7 20.7
. Trade receivables 107.8 107.8
. Cash and cash equivalents 1,481.5 1,481.5
Liabilities
. Long-term debt 425.2 231.6 193.6
. Short-term debt 257.2 257.2
. Other non-current l iabilities 1.5 1.5
. Trade payables 53.7 53.7
Total 1,007.3 1,297.7 (132.9) (157.5)
Cash flows
December 31, 2014
(in € millions)
Carrying amount at
December 31, 2014Within 1 year In 1 to 5 years Beyond 5 years
DERIVATIVES
Assets
. Derivatives qualifying for hedge accounting - - - -
. Derivatives not qualifying for hedge accounting - - - -
Liabilities
. Derivatives qualifying for hedge accounting 6.4 6.4
. Derivatives not qualifying for hedge accounting 1.6 1.6
OTHER FINANCIAL INSTRUMENTS
Assets
. Non-current financial assets 131.7 0.1 64.7 66.9
. Current financial assets 20.4 20.4
. Other non-current assets 0.0
. Trade receivables 58.0 58.0
. Cash and cash equivalents 31.0 31.0
Liabilities
. Long-term debt 288.9 150.5 138.4
. Short-term debt 300.6 300.6
. Other non-current l iabilities - - - -
. Trade payables 28.0 28.0
Total (384.4) (220.7) (85.8) (77.9)
Cash flows
Financial information for the year ended December 31, 2015
79
4.6. - CREDIT RISK
Policies are implemented to ensure that services are provided solely to customers with a good credit record.
Derivative and other cash management transactions are entered into with recognized counterparties.
The Group's exposure to credit risk with any single financial institution is capped using risk management tools.
4.7. - EQUITIES RISK
Part of the Group's available cash is invested in assets that are exposed to the risk of changes in stock market
prices, mainly European markets. These assets break down as follows:
(in € millions) CostUnrealised gain
(loss)
Market value at
December 31, 2015
Market value at
December 31, 2014
Listed shares (CAC 40) 5.0 (0.5) 4.5 4.1
Listed shares (Euronext) 41.4 10.0 51.4 80.0
Listed shares (US) 16.6 (2.7) 13.9
Total 63.0 6.8 69.8 84.1
4.7.1. - Accounting treatment of derivative financial instruments and hedging
transactions
Derivative instruments are classified as financial assets and liabilities at fair value through profit or loss, except
when they qualify for hedge accounting.
Instruments classified as financial assets and liabilities at fair value through profit or loss are measured at fair
value and the aggregate net gain or loss arising from changes in fair value is recognized in profit or loss.
Financial instruments qualify for hedge accounting when the hedging relationship, the risk management objective
and the strategy for undertaking the hedge are formally designated and documented.
The hedge's effectiveness in achieving offsetting changes in fair value or cash flows attributable to the hedged risk
is assessed throughout the financial reporting periods for which the hedge is designated. A hedge is considered to
be highly effective when offsetting changes in fair value or cash flows are in the range of 80% to 125%.
There are three types of hedging relationship:
Fair value hedge: a hedge of the exposure to changes in fair value of a recognized asset or liability or an
unrecognized firm commitment that is attributable to a particular risk. Changes in the fair value of the
hedging instrument and the hedged item are recognized in profit or loss. No derivative instruments used by
the Group are designated as fair value hedges.
Cash flow hedge: a hedge of the exposure to variability in cash flows that is attributable to a particular risk
associated with a recognized asset or liability (such as all or some future interest payments on floating rate
debt) or a highly probable forecast transaction. The portion of the gain or loss on the hedging instrument that
is determined to be an effective hedge is recognized directly in equity and the ineffective portion is
recognized in profit or loss.
The amount recognized directly in equity is reclassified into profit in the same period or periods during which
the hedged item affects profit (for example, when the highly probable planned transaction takes place).
Financial information for the year ended December 31, 2015
80
However, when the planned transaction leads to the recognition of a non-financial asset (such as inventory) or
non-financial liability, the cumulative gains and losses recognized directly in equity are included in the
carrying amount of the asset or liability.
Hedge of a net investment in a foreign operation: the accounting treatment is the same as for a cash flow
hedge. The effective portion of the gain or loss on the hedging instrument recognized directly in equity is
reclassified into profit on disposal of the foreign operation.
Currency options may be used by the Group to hedge its net investment in Fitch Group in the United States.
Further details of the derivatives recognized in the consolidated financial statements are provided in Note 5.11.
4.8. - FAIR VALUE ESTIMATES
Fair values are determined based on available information, including prices quoted on an active market and prices
of recent similar transactions, as well as through the use of a valuation technique to establish what the transaction
price would have been on the measurement date.
Financial information for the year ended December 31, 2015
81
NOTE 5. NOTES TO THE BALANCE SHEET AND INCOME
STATEMENT AND OTHER INFORMATION
(in € millions)
5.1. - GOODWILL ON FULLY CONSOLIDATED COMPANIES
Goodwill at December 31, 2015 may be analyzed as follows:
(in € millions)
Entertainment
DivisionDigital Division TOTAL
Cost at December 31, 2013 8.5 141.4 149.9
Changes in scope of consol idation 0.0
Additions 12.8 116.7 129.5
Disposals 0.0
Trans lation adjustments 0.0
Reclass i fications (0.9) (0.9)
Cost at December 31, 2014 21.3 257.2 278.5
Accumulated impairment losses at December 31, 2013 0.0 0.0 0.0
Changes in scope of consol idation 0.0
Impairment losses for the period 0.0
Impairment wri tten off on disposals 0.0
Trans lation adjustments 0.0
Accumulated impairment losses at December 31, 2014 0.0 0.0 0.0
Net goodwill at December 31, 2014 21.3 257.2 278.5
Cost at December 31, 2014 21.3 257.2 278.5
Changes in scope of consol idation 5.3 5.3
Additions1
41.0 248.1 289.1
Disposals 0.0
Trans lation adjustments (7.2) (7.2)
Reclass i fications 0.0
Cost at December 31, 2015 67.6 498.1 565.7
Accumulated impairment losses at December 31, 2014 0.0 0.0 0.0
Changes in scope of consol idation 0.0
Impairment losses for the period 42.0 42.0
Impairment wri tten off on disposals 0.0
Trans lation adjustments 0.0
Accumulated impairment losses at December 31, 2015 42.0 0.0 42.0
Net goodwill at December 31, 2015 25.6 498.1 523.7
Cash generating units/subsidiaries
(1) See Note 3 for details.
Goodwill is not amortized but is tested annually for impairment, in accordance with IAS 36.
The tests are performed at the level of the cash-generating unit (CGU) to which the goodwill is allocated.
Main methods used to determine value in use
The recoverable amount of each CGU is considered as being equal to its value in use, as estimated using both or
either of the following two valuation methods:
The stock market multiples method and/or the transaction multiples method, which are the most commonly
used and most appropriate approaches for companies operating in the entertainment and digital sectors, due
Financial information for the year ended December 31, 2015
82
to the nature of their businesses and the difficulty of establishing medium- to long-term business plan
projections.
The results obtained by the multiples method may be corroborated using the discounted cash flows (DCF)
method based on projected cash flows in the three-year business plan prepared in the fourth quarter of the
reporting year and a terminal value calculated using a long-term growth rate. The discount rate used for the
calculation corresponds to the Group's weighted average cost of capital, in which the specific risk is
measured by the capital asset pricing model as the risk-free rate (French government bond rate) plus the beta.
The weighted average cost of capital represents the time value of money and the specific risk not already
built into the cash flow projections, taking into account a typical market player's balance sheet structure and
cost of capital.
These methods are particularly sensitive to assumptions concerning EBITDA, the discount rate and the long-term
growth rate.
EBITDA (earnings before interest, tax, depreciation and amortization)
EBITDA used in the calculation is based on historical and projected future performance.
EBITDA multiple
The multiples used are also analyzed in relation to those of comparable companies.
Discount rate
The discount rate used for the valuation of CGUs by the DCF method takes into account the nature of the Group's
businesses, most of which are based in France. The discount rate used for impairment testing purposes in 2015
was between 10.5% and 11%.
Long-term growth rate
For the valuation of CGUs by the DCF method, the long-term growth rate is used to extrapolate projected cash
flows beyond the three-year business plan period. It is intended to reflect the long-term inflation rate. For the
valuation of the Digital CGU, a long-term growth rate of 3% was considered as representative of the Division's
expected performance in this fast-growing market.
Impairment of goodwill recognized on acquisition of subsidiaries and associates
The impairment tests performed in 2015 led to the recognition of €57.7 million in impairment losses on goodwill
allocated to the Entertainment CGU (including €42 million concerning subsidiaries and €15.7 million concerning
associates). These were mainly due to deteriorating performance and a steep fall in ticket sales at live
entertainment venues following the terrorist attack at the Bataclan theater in Paris on November 13, 2015.
No impairment losses were recognized on goodwill allocated to the Digital CGU (corresponding to the Webedia
group).
In light of the large number of companies acquired by the Digital and Entertainment Divisions in the past two
years and their gradual integration in the Group, the definition of both the Digital CGU and the Entertainment
CGU will be adjusted in 2016.
Financial information for the year ended December 31, 2015
83
Sensitivity analysis
Digital CGU
Impairment sensitivity tests showed that a 0.5% decrease in EBITA, a 0.5-point decrease in the EBITDA multiple
or a 0.5-point increase in the discount rate would not have led to the recognition of any impairment loss on Digital
CGU goodwill.
Entertainment CGU
Impairment sensitivity tests showed that a 0.5% decrease in EBITA and a 0.5-point decrease in the EBITDA
multiple would have led to the recognition of additional impairment losses on Entertainment CGU goodwill of
€2.5 million and €3.8 million respectively.
5.2. - INTANGIBLE ASSETS
Intangible assets may be analyzed as follows: (in € millions) Net at December 31, 2015 Net at December 31, 2014
Development costs 6.6 3.3
Patents , l i censes and other rights 6.9 7.0
Trademarks 21.6 22.6
Contractual customer relationships 9.0 7.0
Other intangible assets 4.3 0.1
Payments on account 1.9
Total 50.3 40.0
Intangible assets – Cost
(in € millions)
Development
costs
Patents,
licenses and
other rights
Trademarks
Contractual
customer
relationships
Other
intangible
assets
Payments on
accountTotal
Cost at December 31, 2013 0.0 12.5 15.4 8.2 0.0 0.1 36.2
Changes in scope of
consol idation 1.0 0.6 9.7 11.3
Additions 2.8 0.9 0.1 0.1 3.9
Disposals 0.0
Trans lation adjustments (0.1) (0.2) (0.3)
Reclass i fications 1.4 (1.2) (0.3) 0.2 0.1 (0.1) 0.1
Cost at December 31, 2014 5.1 12.8 24.6 8.5 0.2 0.0 51.2
Changes in scope of
consol idation 7.7 2.2 1.4 24.4 9.6 0.9 46.2
Additions 3.8 1.7 0.1 4.6 1.4 11.6
Disposals (0.3) (0.1) (0.3) (0.7)
Trans lation adjustments (0.2) (0.2) (0.1) (0.5)
Reclass i fications (0.1) (0.5) 0.1 0.2 (0.3)
Cost at December 31, 2015 16.0 16.1 26.0 32.9 14.5 2.0 107.5
Financial information for the year ended December 31, 2015
84
Intangible assets – Amortization and impairment
(in € millions)
Development
costs
Patents,
licenses and
other rights
Trademarks
Contractual
customer
relationships
Other
intangible
assets
Total
Accumulated amortization and impairment at
December 31, 2013 5.1 0.6 1.4 7.1
Changes in scope of consol idation 0.4 0.4 0.8
Amortization for the period 0.3 1.5 1.4 0.1 0.1 3.4
Amortization wri tten off on disposals 0.0
Trans lation adjustments (0.1) (0.1)
Reclass i fications 1.2 (1.2) 0.0
Accumulated amortization and impairment at
December 31, 2014 1.8 5.8 2.0 1.5 0.1 11.2
Changes in scope of consol idation 6.1 1.4 1.0 19.3 8.8 36.6
Amortization for the period 1.8 2.1 1.4 3.1 1.2 9.6
Amortization wri tten off on disposals (0.2) (0.2)
Trans lation adjustments (0.3) (0.1) (0.4)
Reclass i fications 0.2 0.2 0.4
Accumulated amortization and impairment at
December 31, 2015 9.4 9.3 4.4 23.9 10.2 57.2
Amortization for the period is recorded in the income statement under "Depreciation and amortization expense".
Impairment losses, where applicable, are recorded under "Other operating income and expenses, net".
Research and development costs amount to €3.1 million and were recorded directly in expenses. All of these costs
concerned the Digital Division (Webedia).
5.3. - PROPERTY AND EQUIPMENT
Property and equipment may be analyzed as follows:
(in € millions)
Net at December 31, 2015 Net at December 31, 2014
Land 167.6 158.2
Leased land 4.3 4.3
Bui ldings 129.1 131.3
Leased bui ldings 5.7 5.9
Machinery and equipment 2.4 1.7
Leased machinery and equipment 3.1 3.4
Other assets owned outright 17.4 8.2
Other leased assets 0.1
Assets under construction 1.8 0.4
Payments on account
Total 331.4 313.5
Financial information for the year ended December 31, 2015
85
Property and equipment – Cost
(in € millions)
Land Buildings
Machinery
and
equipment
OtherAssets under
construction
Payments on
account TOTAL
Cost at December 31, 2013 235.0 134.9 11.2 25.4 5.1 7.4 419.0
Changes in scope of consolidation 1.8 2.4 4.2
Additions 0.6 3.2 1.3 5.1
Disposals (2.1) (0.1) (0.3) (2.5)
Reclass i fications (4.3) 7.9 (7.8) 2.7 (6.0) (7.7) (15.2)
Trans lation adjustments 15.8 8.4 0.6 0.3 25.1
Cost at December 31, 2014 246.5 149.1 5.7 34.0 0.4 0.0 435.7
Changes in scope of consolidation 5.0 3.1 5.1 13.2
Additions 0.9 6.7 1.4 9.0
Disposals (0.4) (2.3) (2.7)
Reclass i fications 0.6 0.6
Trans lation adjustments 14.8 8.1 (0.1) 1.6 24.4
Cost at December 31, 2015 261.3 162.2 9.2 45.7 1.8 0.0 480.2
Finance leases – Cost
(in € millions)
Land Buildings
Machinery
and
equipment
Other TOTAL
Cost at December 31, 2013 0.0 0.0 0.0 0.0 0.0
Changes in scope of consolidation 0.1 0.2 0.3
Additions 0.0
Disposals 0.0
Reclass i fications 4.3 6.6 4.2 15.1
Trans lation adjustments 0.0
Cost at December 31, 2014 4.3 6.6 4.3 0.2 15.4
Changes in scope of consolidation 0.0
Additions 0.0
Disposals 0.0
Reclass i fications (0.2) (0.2)
Trans lation adjustments 0.0
Cost at December 31, 2015 4.3 6.6 4.3 0.0 15.2
Finance leases concern the building at 101 rue de Lille, Paris, which was the subject of a sale and leaseback
transaction in January 2014.
Financial information for the year ended December 31, 2015
86
Property and equipment – Depreciation and impairment
(in € millions)
Land BuildingsMachinery and
equipmentOther TOTAL
Accumulated depreciation and impairment at December 31, 2013 82.6 17.7 6.3 14.9 121.5
Changes in scope of consol idation 1.3 1.5 2.8
Depreciation for the period 4.3 0.5 3.1 7.9
Impairment losses 0.0
Depreciation wri tten off on disposals (2.1) (0.2) (2.3)
Reclass i fications (2.9) (4.1) 5.9 (1.1)
Trans lation adjustments 5.7 0.8 0.6 7.1
Accumulated depreciation and impairment at December 31, 2014 88.3 17.8 4.0 25.8 135.9
Changes in scope of consol idation 3.5 2.2 3.7 9.4
Depreciation for the period 3.8 1.1 6.3 11.2
Impairment losses 1.1 1.1
Depreciation wri tten off on disposals (0.9) (0.4) (2.1) (3.4)
Reclass i fications 8.3 (0.1) (8.1) 0.1
Trans lation adjustments 5.4 0.6 1.6 7.6
Accumulated depreciation and impairment at December 31, 2015 93.7 33.1 6.8 28.3 161.9
Finance leases – Depreciation and impairment
(in € millions)
Land Buildings
Machinery
and
equipment
Other TOTAL
Accumulated depreciation and impairment
at December 31, 2013 0.0 0.0 0.0 0.0 0.0
Changes in scope of consolidation 0.1 0.1 0.2
Depreciation for the year 0.2 0.2 0.4
Impairment losses 0.0
Reclass i fications 0.5 0.6 1.1
Trans lation adjustments 0.0Accumulated depreciation and impairment
at December 31, 2014 0.0 0.7 0.9 0.1 1.7
Changes in scope of consolidation 0.0
Depreciation for the year 0.2 0.3 0.5
Impairment losses 0.0
Reclass i fications (0.1) (0.1)
Trans lation adjustments 0.0Accumulated depreciation and impairment
at December 31, 2015 0.0 0.9 1.2 0.0 2.1
Canary Wharf building
This building is measured using the historical cost model. At December 31, 2015, its carrying amount (net of
accumulated depreciation and impairment) was €284.2 million, of which €161.8 million for the land and
€122.4 million for the building, fixtures and fittings. These amounts break down as follows:
Financial information for the year ended December 31, 2015
87
Carrying amount of the Canary Wharf building
(in £ millions)
Acquisition costCapitalized
borrowing costsCost
Accumulated
depreciation and
impairment
Carrying amount at
December 31, 2015
Land 173.2 14.4 187.6 68.8 118.8
Building 100.1 7.4 107.5 17.7 89.8
Total in £ 273.3 21.8 295.1 86.5 208.6
Total in € 284.2
The building's estimated value in use was updated at December 31, 2015 taking into account i) Fimalac's ability
and intention to hold the asset over a long period; ii) the quality of the building and its prime location; and
iii) quantitative factors reflecting the terms of the leases.
In connection with the replacement of part of the financing for the property by a loan from an insurance company,
an independent valuation was obtained in December 2013 at the insurance company's request. The valuation was
updated in December 2015 in accordance with the terms of the loan.
The valuation-date fair value, including a discount for the rent-free period granted under the latest lease, is in the
range of £242.4 million to £251.5 million (€330.3 million to €342.7 million). The future fair value, after the rent-
free period has elapsed and assuming the leases are rolled over with the current tenants, is estimated at
£257.0 million to £265.7 million (€350.0 million to €362.0 million). This range of values is greater than the
building's carrying amount of £208.6 million at December 31, 2015.
Depreciation for the period is recorded in the income statement under "Depreciation and amortization expense".
Impairment losses, where applicable, are recorded under "Other operating income and expenses, net".
In light of the Group's intention to hold the property over a long period, the uncertainty about the building's fair
value pending the results of the upcoming EU membership referendum in the United Kingdom and the general
risks associated with the London property market, the impairment losses recorded in 2008, 2009 and 2012 for a
total of £68.8 million (€93.7 million) have not been reversed.
Financial information for the year ended December 31, 2015
88
5.4. - INVESTMENTS IN ASSOCIATES
Investments in associates break down as follows:
(in € millions) % interestEquity in net
assetso/w goodwill
o/w share of
profit/(loss) for
the period
Fitch Group 20.0% 147.5 195.1 40.1
Groupe Lucien Barrière1 40.0% 221.0 215.1 16.6
Digital Division
Moovie Pilot 19.0% 10.9 8.9
Talent Group (Webedia subsidiaries) 27.0% 1.0 0.1
Académie du Goût 44.0% (0.8) (0.8)
Subtotal Digital Division 11.1 8.9 (0.7)
Entertainment Division*
Kyro 50.0% 7.7 0.6 0.4
Encore Productions 40.0% 1.8 0.8 0.7
Auguri Productions 40.0% 1.4 0.5 0.0
Kwet, Pomme Productions 40.0% 0.7 0.5 0.2
Miala Productions 50.0% 0.6 0.5 0.1
Robin des bois Production 34.0% 0.1 0.1
Théâtre Marigny 50.0% (0.1) 0.0
Deb Jam, Le Comedy Club 50.0% (0.2) (1.0)
Other 0.1
Subtotal Entertainment Division 12.0 2.9 0.6
391.6 422.0 56.6 * An impairment loss of €15.6 million was recorded in 2015 on goodwill allocated to the Entertainment CGU (see Note 5.1). (1) Measurement of Groupe Barrière goodwill
Financial information for the year ended December 31, 2015
89
The 40% stake in Groupe Barrière was acquired in March 2011 for €186 million. This amount reflected the
typical EBITDA multiple applied to companies operating in this sector at the time, less net debt at the fiscal 2010
year-end.
The investment was valued at December 31, 2015 by applying the acquisition-date multiple to fiscal 2015
EBITDA and deducting net debt, which has been reduced since the acquisition date. The calculation confirmed
the absence of any impairment.
The value obtained by the multiples method was corroborated by applying the DCF method, using cash flow
projections aligned with earnings projections. Based on three-year earnings and cash flow projections, the fair
value of the stake in Groupe Barrière was above its book value. Sensitivity tests were also conducted, using
relatively high discount rates of up to 10%-12% and a terminal value calculated by discounting future cash flows
to perpetuity at a 1% growth rate. These tests provided further confirmation that the Groupe Barrière goodwill
was not impaired.
The following table shows key figures for the main associates, none of which are listed.
(in € millions)
Assets at
December 31, 2015
Liabilities at
December 31, 2015
Total revenue
for the period
Profit for the
period
Fitch Group 1,829.7 1,084.9 1,051.5 204.7
Groupe Barrière1 1,520.4 682.0 1,073.3 14.9
Kyro 18.1 4.0 5.1 0.9 (1) Corresponding to the consolidated financial statements of Groupe Barrière for the twelve months ended October 31, 2015.
The change in the carrying amount of investments in associates breaks down as follows:
At December 31, 2014 371.1
Changes in scope of consolidation 23.4
Dividends paid (60.8)
Translation adjustments and other 16.9
Impairment losses (15.6)
Share of profit for the period 56.6
At December 31, 2015 391.6
Financial information for the year ended December 31, 2015
90
5.5. - ADDITIONAL INFORMATION CONCERNING FITCH GROUP
5.5.1. - Condensed financial statements of Fitch Group
(in € millions)December 31, 2015 December 31, 2014
BALANCE SHEET – ASSETS
Non-current assets 1,201.2 1,205.9
o/w goodwill 959.6 867.6
Current assets 628.5 438.7
o/w cash and cash equivalents 413.4 257.4
TOTAL ASSETS 1,829.7 1,644.6
BALANCE SHEET – EQUITY AND LIABILITIES
Equity 744.8 649.6
Non-current liabilities 616.1 540.0
o/w long-term debt 362.8 263.6
Current liabilities 468.8 455.0
o/w short-term debt 5.1 9.4
TOTAL EQUITY AND LIABILITIES 1,829.7 1,644.6
(in € millions)December 31, 2015 December 31, 2014
INCOME STATEMENT
Revenue 1,051.5 840.9
Operating profit 382.8 289.6
Finance costs and other financial income and expenses, net (8.5) (7.2)
Profit attributable to equity holders of the parent 200.6 166.4
5.5.2. - Fitch Group goodwill
(in € millions)
Financial Services Sector
Fitch Group
Net at December 31, 2014 (in Fitch Group's consolidated financial statements) 867.9
Translation adjustments 91.7
Net at December 31, 2015 959.6
Measurement of Fitch Group goodwill
At each year-end, Fimalac tests Fitch Group goodwill for impairment by comparing the carrying amount of the
Fitch Group CGU with the recoverable amount, defined as being the higher of value in use and fair value less
costs to sell.
The high price agreed for the March 12, 2015 sale of 30% of Fitch Group (see Note 1.1 – Significant Events)
confirmed that the recoverable amount of Fitch Group goodwill at December 31, 2015 was significantly greater
than its carrying amount.
Financial information for the year ended December 31, 2015
91
5.5.3. - Fitch Group segment information
Number of employees by geographical segment
December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014
North America 991 924 1,022 940
Latin America 251 244 257 242
Europe, Middle East, Africa 1,153 1,122 1,159 1,123
Asia 782 707 817 736
Total employees 3,177 2,997 3,255 3,041
Average number of employees Number of employees at year-end
Revenue by business segment
(in € millions)
2015 2015
Fitch Ratings 756.4 615.7
Fitch Solutions 174.9 129.7
Fitch Learning 45.5 38.4
BMI 40.9 28.9
Other 33.8 28.2
Total 1,051.5 840.9
Revenue by geographical segment based on customer location
(in € millions)
2015 2014
North America 459.7 323.9
Latin America 58.6 63.1
Europe, Middle East & Africa (EMEA) 396.1 341.6
Asia 137.1 112.3
Total 1,051.5 840.9
Financial information for the year ended December 31, 2015
92
5.6. - FINANCIAL ASSETS
Movements in non-current financial assets are as follows:
(in € millions)
Loans &
advances –
Deposits &
guarantees
Available-for-
sale financial
assets1
Financial assets
at fair value
through profit
or loss1
Other –
derivative
instruments
TOTAL
CURRENT FINANCIAL ASSETS 0.0
Cost at December 31, 2014 0.1 0.0 19.6 0.0 19.7
Additions 0.0
Disposals (0.1) (0.1)
Reclass i fications 0.0
Cost at December 31, 2015 0.0 0.0 19.6 0.0 19.6
Fair va lue adjustments at December 31, 2014 0.0 0.0 0.7 0.0 0.7
Fa i r va lue adjustments recognized in profi t 0.4 0.4
Fa i r va lue adjustments recognized in equity 0.0
Fair value adjustments at December 31, 2015 0.0 0.0 1.1 0.0 1.1
CARRYING AMOUNT AT JANUARY 1, 2015 0.1 0.0 20.3 0.0 20.4
CARRYING AMOUNT AT DECEMBER 31, 2015 0.0 0.0 20.7 0.0 20.7
(1) Available-for-sale financial assets
Available-for-sale financial assets break down as follows:
(in € millions) Carrying amount % interest
Mercia lys** 51.4 3.00%
Société Fermière du Cas ino Municipal de Cannes* 35.0 10.00%
Private equity funds 1 20.1
Shares l i s ted in the US 13.9
Private placement notes 10.0
Other 3.8
Total available-for-sale financial assets 134.2
** Measured at fa i r va lue based on Level 1 inputs
* Measured at fa i r va lue based on Level 3 inputs (1) €6.0 million in commitments to private equity funds for which the timing of capital calls is not known. Of the total, €5.2 million had effectively been paid into the funds as of December 31, 2015 and the remaining €0.8 million was recorded in debt (see Note 5.10.3).
Financial information for the year ended December 31, 2015
93
Movements in current financial assets are as follows:
(in € millions)
Loans &
advances –
Deposits &
guarantees
Available-for-
sale financial
assets1
Financial assets
at fair value
through profit
or loss1
Other –
derivative
instruments
TOTAL
CURRENT FINANCIAL ASSETS 0.0
Cost at December 31, 2014 0.1 0.0 19.6 0.0 19.7
Additions 0.0
Disposals (0.1) (0.1)
Reclass i fications 0.0
Cost at December 31, 2015 0.0 0.0 19.6 0.0 19.6
Fair va lue adjustments at December 31, 2014 0.0 0.0 0.7 0.0 0.7
Fa i r va lue adjustments recognized in profi t 0.4 0.4
Fa i r va lue adjustments recognized in equity 0.0
Fair value adjustments at December 31, 2015 0.0 0.0 1.1 0.0 1.1
CARRYING AMOUNT AT JANUARY 1, 2015 0.1 0.0 20.3 0.0 20.4
CARRYING AMOUNT AT DECEMBER 31, 2015 0.0 0.0 20.7 0.0 20.7
(2) Financial assets at fair value through profit or loss
The Group's policy is to obtain maximum returns from these investments, while ensuring that the bulk of the
portfolio offers a certain degree of liquidity. At December 31, 2015, financial assets at fair value through profit or
loss amounted to €20.7 million and consisted mainly of CAC 40 stocks and SICAV and FCP mutual funds.
5.7. - TRADE RECEIVABLES
Trade receivables break down as follows:
(in € millions)
Net trade receivables at December 31, 2014 58.0
Changes in scope of consol idation 30.2
Movements for the period 20.1
Impairment losses for the period (0.6)
Other 0.1
Net at December 31, 2015 107.8Due within 1 year 107.8
Other receivables break down as follows:
(in € millions)
Prepaid taxes and
employee
benefits expense
Sundry
receivablesPrepaid expenses Total
Net receivables at December 31, 2014 17.0 28.4 8.1 53.5
Changes in scope of consol idation 7.2 24.0 3.4 34.6
Movements for the period 8.6 (29.6) (3.5) (24.5)
Impairment losses for the period (0.5) (0.5)
Trans lation adjustments 0.2 0.2
Other 0.1 (0.5) (0.4)
Total 32.9 22.5 7.5 62.9
Due within 1 year 32.9 22.5 7.5 62.9
Financial information for the year ended December 31, 2015
94
5.8. - CASH AND CASH EQUIVALENTS
Cash and cash equivalents break down as follows:
(in € millions)
Cash and accrued
interest
Cash
equivalents Total
At December 31, 2014 26.2 4.8 31.0
Cash and cash equivalents of companies acquired during the
period 21.3 3.2 24.5
Movements for the period 1,391.6 33.9 1,425.5
Trans lation adjustments 0.8 (0.3) 0.5
At December 31, 2015 1,439.9 41.6 1,481.5
In the statement of cash flows, net cash and cash equivalents at the beginning and end of the period break down as
follows:
(in € millions)
Cash and cash
equivalentsBank overdrafts
Revolving bank
loans and
commercial
paper facilities
Net cash and
cash
equivalents
At December 31, 2014 31.0 (53.6) (149.3) (171.9)
Changes in scope of consolidation 24.5 (0.7) (2.0) 21.8
Movements for the period 1,425.5 34.9 (21.3) 1,439.1
Translation adjustments 0.5 0.5
At December 31, 2015 1,481.5 (19.4) (172.6) 1,289.5
5.9. - DEFERRED TAXES
Movements in deferred taxes break down as follows:
(in € millions)
Dec.31, 2014
Assets
reclassified as
"Assets held for
sale"
Movements
recognized in
equity
Movements
recognized in
profit
Translation
adjustments and
other
Dec. 31, 2015
Differences aris ing from remeasurement
of non-current assets (16.6) 0.2 1.5 -0.2 (15.1)
Reserves 0.6 5.3 5.9
Provis ions and pens ion and other
employee benefi t obl igations 3.2 (0.2) 3.0
Tax loss carryforwards 42.8 (25.7) (0.4) 0.1 16.8
Other (2.2) 0.6 0.1 (0.4) (1.9)
TOTAL 27.8 (20.4) 0.8 1.0 (0.5) 8.7
Deferred tax assets are recognized for tax loss carryforwards when it is probable that sufficient taxable profit will
be available to permit their recovery.
Unrecognized deferred tax assets at December 31, 2015 amounted to €68.5 million and corresponded mainly to
the net tax loss carryforwards of Fimalac Développement. They also included €16.8 million in deferred tax assets
of the French tax group that were recognized in 2015 following an assessment of the probability of the group's tax
loss carryforwards at December 31, 2014 being utilized.
Financial information for the year ended December 31, 2015
95
5.10. - LONG- AND SHORT-TERM DEBT
Long- and short-term debt breaks down as follows:
(in € millions) December 31, 2015 December 31, 2014
Long-term debt
Bank borrowings 185.5 177.1
Other long-term debt 245.3 118.2
Total long-term debt 430.8 295.3
Short-term debt
Bank borrowings 203.2 291.7
Other short-term debt 55.2 10.5
Total short-term debt 258.4 302.2
5.10.1. - Bank borrowings
(in € millions)December 31, 2015 December 31, 2014
LONG-TERM
Bank borrowings* 174.1 164.8
Revolving commercial paper facilities - -
Finance lease liabilities 11.4 12.3
Bank overdrafts - -
Accrued interest - -
Total long-term bank borrowings 185.5 177.1
SHORT-TERM
Bank borrowings 8.4 86.2
Revolving commercial paper facilities 172.6 149.3
Finance lease liabilities 0.9 0.9
Bank overdrafts 19.4 53.5
Accrued interest 1.9 1.8
Total short-term bank borrowings 203.2 291.7
* Including €112.5 million in private finance obtained by North Colonnade and the private placement notes issue carried out by Fimalac on July 23, 2014 for €60 million.
Financial information for the year ended December 31, 2015
96
5.10.2. - Changes in bank borrowings
(in € millions)Dec. 31, 2014
Changes in scope of
consolidation
Movements for
the periodReclassifications
Translation
adjustmentDec. 31, 2015
Bank borrowings * 164.8 3.7 (0.6) (0.1) 6.3 174.1
Finance lease l iabi l i ties 12.3 (0.9) 11.4
Total long-term 177.1 3.7 (0.6) (1.0) 6.3 185.5
Bank borrowings and accrued interest 88.0 1.3 (81.7) 2.6 0.1 10.3
Commercia l paper 149.3 2.0 21.3 172.6
Bank overdrafts 53.5 0.7 (34.9) 0.1 19.4
Finance lease l iabi l i ties 0.9 (0.9) 0.9 - 0.9
Total short-term 291.7 4.0 (96.2) 3.6 0.1 203.2
* The €80 million syndicated facility was repaid in full and canceled at the end of March 2015, using the proceeds from the sale of 30% of Fitch Group.
5.10.3. - Other long- and short-term debt
(in € millions)December 31, 2015 December 31, 2014
LONG-TERM
Derivative instruments (see Note 5.11) 5.5 6.4
Other 239.8 111.8
Total other long-term debt 245.3 118.2
SHORT-TERM
Derivative instruments 1.3 1.6
Other 53.9 8.9
Total other short-term debt 55.2 10.5
Other long- and short-term debt
(in € millions) December 31, 2015 December 31, 2014
Long-term
North Colonnade loan (from Hearst) 36.9 35.3
Deposits received 0.2 0.2
Contingent consideration (acquisitions) 56.9 5.0
NCI puts* 145.8 71.3
Derivative instruments 5.5 6.4
Total other long-term debt 245.3 118.2
Short-term
Bridge loan 32.8
Private equity funds: uncalled capital commitments 0.8 1.0
Contingent consideration (acquisitions) 14.7 7.9
NCI puts* 5.6
Derivative instruments 1.3 1.6
Total other short-term debt 55.2 10.5
* Reciprocal put and call options have been granted on Webedia shares by Fimalac and Webedia's non-controlling shareholders and on the shares of several Digital Division and Entertainment Division companies by Fimalac and these companies' non-controlling shareholders. A liability has been recognized for the puts ("NCI puts") in an amount equal to the present value of the estimated exercise prices.
The difference between the fair value of long- and short-term debt at December 31, 2015 and the carrying amount
was not material.
Financial information for the year ended December 31, 2015
97
5.11. - DERIVATIVE INSTRUMENTS
(in € millions)
Total
Due
within 1
year
Due in 1 to
5 years
Due
beyond 5
years
Fair value at
December
31, 2014
Through
profit
Through
equity
Translation
adjustments and
other
Fair value at
December 31,
2015
Fair value hedges
. Loans in pounds sterling £110.0 £110.0 1.6 (0.9) 0.7
Cash flow hedges
Derivatives qualifying for hedge accounting
. Interest rate swaps (hedges of pound
sterling-denominated debt)£80.0 £80.0
5.4 (1.1) 0.4 4.7
. Interest rate swaps (hedges of euro-
denominated debt) 5.3 € 0.4 € 1.7 € 3.2 € 1.0 (0.2) 0.8
Options 0.7 0.7
Total, net 8.0 (0.2) (1.3) 0.4 6.9
NOTIONAL AMOUNT Fair value adjustments
The fair value of derivatives is determined based on Level 2 inputs as defined in IFRS 13.
5.12. - PENSION AND OTHER EMPLOYEE BENEFIT OBLIGATIONS
Overview of pension and other employee benefit obligations:
(in € millions)December 31, 2015 December 31, 2014
Defined benefi t pens ion plans 3.7 3.4
"BSPCE" warrant plans 2.1 2.1
Total 5.8 5.5
5.12.1. - Pension plans
Pension and other long-term employee benefit obligations break down as follows:
(in € millions)
Defined benefit
pension plans
At December 31, 2014 3.4
Changes in scope of consol idation 0.1
Actuaria l ga ins and losses 0.1
Movement for the period 0.1
At December 31, 2015 3.7
Financial information for the year ended December 31, 2015
98
Commitments to former senior executives (mainly concerning holding companies)
The liability recognized in the balance sheet for the unfunded pension plan covering former Group executives
amounted to €1.8 million at December 31, 2015. The liability is adjusted each year based on the estimated
benefit payment period and a 0.5% annual increase in benefits.
Length-of-service awards payable to employees on retirement
This mainly concerns the French companies in the Group. The awards are paid in a lump sum when the employee
retires. They are funded by the Group. At December 31, 2015, the Group's liability for length-of-service awards
amounted to €1.9 million.
The main assumptions applied are as follows:
o Discount rate: 1.49% to 2.30%
o Annual rate of salary increases: 1% to 3%
5.12.2. - Stock options
Overview of stock option plans 2011 Plan
Type of options Purchase options
Grant date 2/4/2011
Start of exercise period 2/4/2011
End of exercise period 2/4/2016
Exercise price* €31.95
Number of options granted 200,250
Vesting condition: continued presence within the Group
Except in the case of reti rement, disabi l i ty or death Yes
Except in the case of redundancy or unfa ir dismissa l No
Number of options outstanding at December 31, 2014 160,225
Options granted during the period
Options exercised during the period (139,865)
Options canceled during the period (500)
Number of options outstanding at December 31, 2015 19,860
Number of options exercisable at December 31, 2015 19,860
Fair va lue per option at the grant date €6.28 * The exercise price is equal to the average of the opening prices for Fimalac shares over the twenty trading days preceding the grant date, without any
discount.
IFRS 2 is applied to all plans set up after November 7, 2002. The Group has no contractual or constructive
obligation to buy back the shares acquired by grantees on exercise of stock options or to settle the options in cash.
No employee benefit expense was recorded in 2015 for stock option plans, as no further options could be granted
after February 4, 2014.
The fair value of stock options was determined using the Black & Scholes option pricing model, based on the
following assumptions:
Risk-free interest rate: 4 to 5-year OAT rate
Implicit share price volatility: 18% to 26%
Remaining life of the options: between 1,460 and 1,800 days
Financial information for the year ended December 31, 2015
99
5.12.3. - Free shares
In 2011, Fimalac initiated a policy of granting free shares to certain officers and managers of the Company and its
subsidiaries.
Details of the free share plans are presented below:
Number of shares
grantedFair value at the grant date
Cost recognized in 2015
(in €m)
Board Meeting of March 26, 2013 41,600 €36.23 0.5 The shares are subject to a three-year vesting period followed by a three-year lock-up.
The Group has no contractual or constructive obligation to buy back the shares or to settle the rights in cash.
5.12.4. - "BSPCE" warrants
Webedia has set up various plans providing for the grant of "BSPCE" founder share warrants to officers and
employees of the Company with put and call options on the shares obtained on exercise of the warrants.
The warrants correspond to cash-settled share-based payment transactions and their cost is therefore recognized as
the corresponding employee services are rendered. The cost recognized in 2015 was not material.
At December 31, 2015, 53,265 warrants were outstanding, exercisable at prices ranging from €90.10 to €401.30.
Financial information for the year ended December 31, 2015
5.13. - PROVISIONS
Movements in provisions may be analyzed as follows:
(in € millions)
Dec. 31, 2014Changes in scope of
consolidationIncreases Utilizations
Reversals of
surplus provisions Reclassifications Dec. 31, 2015
Discounting
adjustmentDec. 31, 2015 Dec. 31, 2014
o/w short-term at
Dec. 31, 2015
Cla ims and l i tigation3 2.8 0.1 30.7 (1.9) 0.0 0.5 31.7 0.2 31.5 2.2 1.6
Environmental ri sks 1 1.7 0.0 0.0 (0.1) 0.0 0.0 1.6 1.6 1.7 0.2
Restructuring 0.0 0.0 0.0 0.0
Sel lers ' warranties 2 4.0 0.0 8.0 (0.2) 0.0 0.0 11.8 11.8 3.9 0.2
Other 5.4 0.6 3.4 (2.5) 0.0 (0.1) 6.8 6.8 5.9 2.2Total provisions 13.9 0.7 42.1 (4.7) 0.0 0.4 51.9 0.2 51.7 13.7 4.2
Provisions before discounting Provisions after discounting
(1) Environmental provisions
Provisions for environmental risks in the above table amounted to €1.6 million before discounting at December 31, 2015. However, when adjusted to include
environmental risks covered by provisions for seller's warranties, the actual total is €2.4 million.
(2) Provisions for seller's warranties
Provisions for seller's warranties on businesses sold in prior years totaled €11.8 million before discounting at December 31, 2015.
(3) Provisions for claims and litigation
The Group considers that the provisions for domestic and international claims and litigation recorded in the consolidated balance sheet adequately cover the
related risks.
To the best of management's knowledge, at December 31, 2015 there were no other risks that could have a material adverse effect on the financial position of the
Company or the Group.
Fitch Group (accounted for by the equity method)
Fitch Group is the subject of investigations initiated by the U.S. federal and state authorities into the credit rating business and its role in the financial crisis. In
addition, the group is involved in various civil proceedings in the United States and also in other countries.
At this stage, Fitch Group considers that it has substantial defenses to the allegations made against it and therefore does not believe that any of the investigations
or proceedings currently in progress will have a material adverse impact on its business or financial condition.
10
0
Financial information for the year ended December 31, 2015
101
5.14. - OTHER LIABILITIES
Other liabilities may be analyzed as follows:
(in € millions)
Accrued employee
benefits expense
Accrued taxes
Other accrued
liabilities and
payables
Deferred income Total
At December 31, 2014 14.3 14.3 12.3 6.8 47.7
Changes in scope of consol idation 6.8 6.0 36.9 13.1 62.8
Movements for the period 6.1 21.0 (10.1) (3.6) 13.4
Reclass i fications (0.1) 0.1 (3.8) (1.4) (5.2)
Trans lation adjustments (0.1) (0.3) 0.2 (0.2)
At December 31, 2015 27.1 41.3 35.0 15.1 118.5
Due within 1 year 27.0 41.3 33.5 15.1 116.9
5.15. - EMPLOYEE BENEFITS EXPENSE
Employee benefits expense may be analyzed as follows:
(in € millions)
2015 2014
Employee benefi ts expense including termination benefi ts 80.7 36.6
Stock options and stock grants 0.5 0.5
BSPCE warrant plan costs 0.0 0.1
Defined benefi t plan costs 0.1 (0.1)
Payrol l taxes and other expenses 27.2 15.0
Total 108.5 52.1
The figures below for 2015 only concern fully consolidated companies. They do not include Fitch Group
employee numbers, which are discussed in Note 5.5.3.1.
Number of employees by category:
2015 2014 December 31, 2015 December 31, 2014
Managers 707 356 777 444
Supervisors, technicians and
administrative staff 1,635 690 1,622 1,213
Production staff 198 1 223 9
Total 2,540 1,047 2,622 1,666
Average number of employees Number of employees at year-end
Employee numbers at December 31 include the employees of companies acquired during the year. Digital Division employee numbers increased by 737 during 2015 and Entertainment Division employee numbers by 208.
Number of employees by geographical segment:
2015 2014 December 31, 2015 December 31, 2014
France 1,904 829 1,989 1,416
United Kingdom 49 1 51 1
Other European Union countries 178 44 189 68
Latin America 158 52 145 43
Other countries 251 121 248 138
Total employees 2,540 1,047 2,622 1,666
Average number of employees Number of employees at year-end
Financial information for the year ended December 31, 2015
102
5.16. - FINANCE COSTS AND OTHER FINANCIAL INCOME AND EXPENSES, NET
This item can be analyzed as follows:
(in € millions)December 31, 2015 December 31, 2014
Income from cash and cash equiva lents and va luation ga ins and losses on financia l Assets at fa i r va lue through profi t or loss 11.7 2.3
Gains/(losses) on interest rate hedges of cash and cash equiva lents and debt 1.4 (1.5)
Trans lation adjustments to cash and cash equiva lents (48.8) 2.1
Income and expenses from cash and cash equiva lents and currency and interest rate hedges , net (35.7) 2.9
Interest expense on bank borrowings (9.0) (9.8)
Other finance costs (0.8) (1.2)
Total finance costs (9.8) (11.0)
Finance costs, net (45.5) (8.1)
Gains/(losses) on financia l receivables 5.2 3.5
Discounting adjustments (2.6) (0.2)
Movements on provis ions for impairment of other financia l assets 0.7 -
Gains and losses on disposals of shares in non-consol idated companies 24.4 -
Other financia l income and expenses 0.3 1.2
Other financial income and expenses, net 28.0 4.5
5.17. - INCOME TAX EXPENSE
(in € millions)
December 31, 2015 December 31, 2014
Current taxes 9.1 (5.9)
Deferred taxes 1.0 15.2
Total income tax expense 10.1 9.3
The difference between actual income tax expense and theoretical income tax determined by applying the
standard tax rate can be explained as follows:
(in € millions)
2015 2014
Profi t/(loss ) before tax (before share of profi t of
associates) 1,514.7 (14.8)
Tax benefi t/(expense) at s tandard rate 34.43% 521.5 (5.1)
Actual income tax expense (10.1) (9.3)
Difference (531.6) (4.2)
Transactions taxed at a reduced rate 1 (576.3)
Di fferences due to foreign tax rates and
changes in tax rates appl icable to deferred
taxes (1.6) (1.1)
Other temporary di fferences 2 (1.6) (9.5)
Permanent di fferences 3 47.9 6.4
Difference (531.6) (4.2)
Profit/(loss) from continuing operations
(1) Corresponding primarily to the net gain on the sale of 30% of Fitch Group.
(2) In 2014, €17 million in deferred tax assets were recognized by Fimalac in respect of the French tax group's tax loss carryforwards, all
of which are expected to be utilized.
(3) Permanent differences correspond to non-deductible impairment losses on goodwill and taxes on dividend income (surtax on
distributed income, expense add-back and withholding taxes).
Financial information for the year ended December 31, 2015
5.18. - INFORMATION BY BUSINESS SEGMENT
5.18.1. - Results by business segment
The following table presents results by business segment:
( in € millio ns)
2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014
Total revenue 76.2 41.6 134.6 62.3 13.9 10.9 0.0 0.0 224.7 114.8
Intra-group revenue 0.0 0.0
Reported revenue 0.0 0.0 0.0 0.0 76.2 41.6 134.6 62.3 13.9 10.9 0.0 0.0 224.7 114.8
Recurring operating profi t/(loss ) (4.6) (1.8) 7.2 8.0 8.2 4.8 (18.0) (13.3) (7.2) (2.3)
- o/w depreciation and amortization expense (4.4) (2.0) (6.4) (3.2) (5.5) (4.9) (2.2) (1.3) (18.5) (11.4)
- o/w other non-cash i tems (0.9) (0.3) (0.6) (0.1) 0.0 0.3 (1.5) (0.1)
Other operating income and expenses , net (63.1) 0.0 (7.4) (8.0) 0.0 0.0 (43.0) (1.0) (113.5) (9.0)
Operating profi t/(loss ) (120.7) (11.3)
Finance costs , net (45.5) (8.1)
Other financia l income and expenses , net 28.0 4.5
Income tax expense 10.1 9.3
Share of profi t/(loss ) of associates 40.1 81.5 16.6 8.9 0.7 1.6 (0.7) 0.3 56.7 92.3
Net profi t/(loss ) from discontinued operations 0.0 (0.2) 1,652.9 1,652.9 (0.2)
Net profi t 1,581.5 86.5
Holding companies TOTALFinancial Services
(Fitch Group)Real Estate
Luxury Hotels &
LeisureEntertainment Digital
Fitch Group results are presented in Note 5.5.
10
3
Financial information for the year ended December 31, 2015
5.19. - INFORMATION BY GEOGRAPHICAL SEGMENT
5.19.1. - Revenue by geographical segment
Revenue by location of customer:
(in € millions)2015 2014
France 160.1 91.9
United Kingdom 21.1 10.9
Other European Union countries 24.6 4.8
United States 6.2 0.9
South America 5.7 2.3
Other countries 7.0 4.0
Total 224.7 114.8
5.19.2. - Assets by geographical segment
(in € millions) Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014
France 396.1 250.3 45.7 36.7 45.8 39.7 234.2 242.3 79.6 43.9 81.2 16.0 882.6 628.9
United Kingdom 0.1 284.3 272.5 17.7 9.2 12.6 10.0 314.7 291.7
Other European Union countries 46.6 14.9 0.9 0.5 0.3 0.1 11.5 4.8 1.1 741.5 2.2 805.6 18.8
United States 55.9 1.3 0.1 145.9 128.8 1.1 644.0 848.3 128.8
Latin America 11.8 0.9 1.2 0.3 1.7 2.2 1.8 0.1 16.5 3.5
Other countries 13.3 13.3 1.4 1.6 0.6 1.2 2.9 1.6 0.4 2.7 18.6 20.4
Total 523.7 278.5 50.3 40.0 331.4 313.5 391.6 371.1 107.8 58.0 1,481.5 31.0 2,886.3 1,092.1
Trade receivables Cash and cash equivalents TotalGoodwill Intangible assets Property and equipment Investments in associates
* Including Real Estate segment assets corresponding to the North Colonnade building (see Note 5.3). In 2015, no single customer accounted for more than 10% of total revenue.
10
4
Financial information for the year ended December 31, 2015
105
5.20. - OFF-BALANCE SHEET COMMITMENTS
Off-balance sheet commitments are as follows:
(in € millions)December 31, 2015 December 31, 2014
Commitments given
Guarantees given 19.6 8.2
Other commitments given
Other 23.9 20.8
Debt col latera l
Mortgage on the London bui lding1 284.2 272.6
Miscel laneous pledges 0.4
Total commitments given 328.1 301.6
Commitments received
Sel lers ' warranties 61.8 45.5
Other commitments received 2 3 133.5 330.5
Total commitments received 195.3 376.0 (1) Mortgage granted as security for the £80 million (€112.5 million) in private finance obtained in connection with the partial refinancing of North
Colonnade Ltd's debt. (2) At December 31, 2015, corresponding to rent receivable under the lease on offices in the London building. (3) At December 31, 2014, including the undrawn line of credit canceled in March 2015.
Commitments under operating leases
Future minimum payments under non-cancelable operating leases – mainly concerning commercial and office
premises – are as follows:
December 31, 2015
Due within 1 year 4.2
Due in 1 to 5 years 15.9
Due beyond 5 years 4.1
Total 24.2
5.21. - EARNINGS PER SHARE
Basic earnings per share are calculated by dividing profit attributable to equity holders of the parent by the
weighted average number of ordinary shares outstanding during the period.
2015 2014
Profit attributable to equity holders of the parent (in € thousands) 1,583,029 87,000
Weighted average number of ordinary shares 26,706,120 26,845,407
Basic earnings per share (in €) 59.28 3.24
Profit from continuing operations attributable to equity holders of the
parent (in € thousands) (69,884) 87,000
Weighted average number of ordinary shares 26,706,120 26,845,407
Basic earnings per share from continuing operations (in €) (2.62) 3.24
Profit/(loss) from discontinued operations attributable to equity
holders of the parent (in € thousands) 1,652,913.0 (0.2)
Weighted average number of ordinary shares 26,706,120 26,845,407
Basic earnings per share from discontinued operations (in €) 61.89 0.00 To calculate diluted earnings per share, profit attributable to equity holders of the parent and the weighted
average number of ordinary shares outstanding are adjusted for the effects of dilutive potential ordinary
shares.
Financial information for the year ended December 31, 2015
106
At December 31, 2015 and December 31, 2014, there were no dilutive potential ordinary shares. Diluted
earnings per share were therefore the same as basic earnings per share.
5.22. - DIVIDENDS
The 2014 dividend paid in 2015 amounted to €4 per share, including a special dividend of €2. At the Annual
Shareholders' Meeting of June 15, 2016 shareholders will be asked to approve a dividend of €2.10 per share
for 2015.
5.23. - RELATED PARTY TRANSACTIONS
The total compensation paid or payable to the directors and officers of Fimalac in respect of 2015 is as
follows:
Short-term benefits
(excluding payroll
taxes)
Post-employment
benefits
Share-based
payments (stock
options)
Directors' fees
8.8 - 0.3 0.6
(in € millions)
5.24. - SUBSEQUENT EVENTS
Share buyback offer
At its meeting on March 14, 2016, the Board of Directors approved a proposal to launch a simplified public
offer for up to 1,700,000 Fimalac shares representing 6.3% of the current capital, at a price of €101 per share
(including the 2015 dividend). The shares tendered to the Offer will subsequently be cancelled.
Webedia rights issue
In February 2016, Webedia launched a €300.4 million rights issue. Fimalac underwrote its share of the issue,
in the amount of €290.3 million.
Financial information for the year ended December 31, 2015
107
5.25. - LIST OF CONSOLIDATED COMPANIES
Name Address Registration (Siren) no.
2015 2014
% interest % voting
rights Method % interest
% voting rights
Method
F. Marc de Lacharrière (Fimalac) 97 rue de Lille – 75007 Paris 100.00% 100.00% Parent 100.00% 100.00% Parent
F. C. B. S. GIE 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full
Fimalac Information 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full
SNC SEFI 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full
SCI 101 rue de Lille 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full
Financière Boulogne Technologies 97 rue de Lille – 75007 Paris 99.99% 99.99% Full 99.99% 99.99% Full
Financière Portefoin 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full
S I F M P 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full
Webedia SA 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
79.23% 79.23% Full 79.23% 79.23% Full
Webedia subsidiaries (% interest and voting rights and method of consolidation are at the level of Webedia SA)
Pure Style SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
100.00% 100.00% Full 100.00% 100.00% Full
Fimalac Media Numérique 97 rue de Lille – 75007 Paris 100.00% 100.00% Full
Webedia Internet Brasil S.A. 50 Rua 19 de fevereiro – Rio de Janeiro – Brazil
85.00% 85.00% Full 85.00% 85.00% Full
Webedia Internet Brasil subsidiaries (% interest and voting rights and method of consolidation are at the level of Webedia Internet Brasil)
Tudo Gustoso Internet Ltda 50 Rua 19 de fevereiro – Rio de Janeiro – Brazil
100.00% 100.00% Full
Parafernalha Producoes Artisticas Ltda
Ladeira do russel, 57, Gloria, CEP 22210-015 Rio de Janeiro – Brazil
45.00% 45.00% Full
Allociné UK 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
100.00% 100.00% Full 100.00% 100.00% Full
Allocine do Brasil Midia Digital Ltda
50 Rua 19 de fevereiro – Rio de Janeiro – Brazil
100.00% 100.00% Full 100.00% 100.00% Full
Allociné Spain Calle Medea 4 – Madrid – Spain 100.00% 100.00% Full 100.00% 100.00% Full
Allociné Spain subsidiaries (% interest and voting rights and method of consolidation are at the level of Allociné Spain)
3D Juegos Plaza San Felipe 7, 1A, 50003 de Zaragoza – Spain
100.00% 100.00% Full
Beyazperde Sinema Internet Hizmetleri
Barbaros Bulvari n°102 – Istanbul – Turkey
99.00% 99.00% Full 99.00% 99.00% Full
Semantiweb 49 boulevard de Courcelles – 75008 Paris – France
91.90% 91.90% Full
Tradematic 73 rue d'Anjou – 75008 Paris – France
50.77% 50.77% Full
Tradematic subsidiaries (% interest and voting rights and method of consolidation are at the level of Tradematic)
Tradelab 73 rue d'Anjou – 75008 Paris – France
100.00% 100.00% Full
Tradelab Trading Desk Corso Giacomo Matteoti, CAP 20121, Milan – Italy
100.00% 100.00% Full
Webedia GmbH Mehringdamm 33 – 10961 Berlin – Germany
100.00% 100.00% Full 100.00% 100.00% Full
Webedia GmbH subsidiaries (% interest and voting rights and method of consolidation are at the level of Webedia GmbH)
Webedia Gaming GmbH Mehringdamm 33 –10961 Berlin – Germany
88.00% 88.00% Full
Flimmer Schönhauser Allee 8 – 10119 Berlin – Germany
100.00% 100.00% Full
Talent Group 9, rue de Téhéran – 75008 Paris – France
34.00% 34.00% Equity 34.00% 34.00% Equity
Talent Group Communication 9, rue de Téhéran – 75008 Paris – France
34.00% 34.00% Equity 34.00% 34.00% Equity
Full = Full consolidation method; Equity = Equity method
Financial information for the year ended December 31, 2015
108
Name Address Registration (Siren) no.
2015 2014
% interest % voting
rights Method % interest
% voting rights
Method
Groupe Confidentielles 8, allée de l'Innovation – 0220 Soissons – France
61.50% 61.50% Full 61.50% 61.50% Full
750 Grammes 8, allée de l'Innovation – 0220 Soissons – France
61.50% 100.00% Full 61.50% 100.00% Full
750 Grammes International 8, allée de l'Innovation – 0220 Soissons – France
61.50% 100.00% Full 61.50% 100.00% Full
A. F. G. E. 8, allée de l'Innovation – 0220 Soissons – France
61.50% 100.00% Full 61.50% 100.00% Full
Ring Media 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
100.00% 100.00% Full 100.00% 100.00% Full
Melberries 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
100.00% 100.00% Full 60.00% 60.00% Full
Diwanee Waterfront Drive, Omar Hodge Building, Wickhams Cay, Roadtown, Tortola, British Virgin Islands
55.56% 55.56% Full 55.56% 55.56% Full
Overblog 1 avenue Jean Rieux – 31500 Toulouse – France
100.00% 100.00% Full 100.00% 100.00% Full
Webedia subsidiaries (% interest and voting rights and method of consolidation are expressed at the level of Webedia SA)
Melting Potes 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
67.00% 67.00% Full 67.00% 67.00% Full
Le Bon Guide SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
50.10% 50.10% Full
Mixicom 45-47 rue des Petites Ecuries – 75010 Paris – France
100.00% 100.00% Full
Lincom 45-47 rue des Petites Ecuries – 75010 Paris – France
100.00% 100.00% Full
Talent Web 45-47 rue des Petites Ecuries – 75010 Paris – France
100.00% 100.00% Full
Scimob 12 rue du Castilhon – 34000 Montpellier – France
65.40% 65.40% Full
Webedia International 2 av Charles de Gaulle – L-1653 Luxembourg
100.00% 100.00% Full
Webedia Service Corp 60 Broad St, suite 3502 – New York NY 10004 – USA
100.00% 100.00% Full
Edit Place SAS 16 rue Jesse Owens – 93200 Saint Denis – France
75.07% 75.07% Full
Edit Place subsidiaries (% interest and voting rights and method of consolidation are at the level of Edit Place SAS)
Edit Place UK 1st Floor 67-70 Charlotte Road – London – UK
100.00% 100.00% Full
Moviepilot GmbH Friedrichstraße 58, 10117 Berlin – Germany
24.15% 24.15% Equity
Moviepilot GmbH subsidiaries (% interest and voting rights and method of consolidation are at the level of Moviepilot GmbH)
Moviepilot US 512 Victoria Ave, Venice CA 90291 – USA
100.00% 100.00% Equity
EasyVoyage Holding SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
67.32% 67.32% Full
EasyVoyage Holding subsidiaries (% interest and voting rights and method of consolidation are at the level of EasyVoyage Holding SAS)
CNI SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
100.00% 100.00% Full
First Source Interactive Limited 14, Applegarth Road, London W14 0HY – UK
100.00% 100.00% Full
DMC Limited Dunstan House-14a St Cross Street, Farringdon, London EC1N 8XA – UK
100.00% 100.00% Full
Toocamp 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
51.00% 51.00% Full
Full = Full consolidation method; Equity = Equity method
Financial information for the year ended December 31, 2015
109
Name Address Registration (Siren) no.
2015 2014
% interest % voting
rights Method % interest
% voting rights
Method
EasyVoyage SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
100.00% 100.00% Full
EasyVoyage subsidiaries (% interest and voting rights and method of consolidation are at the level of EasyVoyage SAS)
Easyvols 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
100.00% 100.00% Full
Côté Ciné Group SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
95.00% 95.00% Full
Coté Ciné Group subsidiaries (% interest and voting rights and method of consolidation are at the level of Coté Ciné Group)
SNC Ciné Billet 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
99.00% 99.00% Full
Coté Ciné Group North America
60 Broad St, suite 3502 – New York NY 10004 – USA
100.00% 100.00% Full
Coté Ciné Group North America subsidiaries (% interest and voting rights and method of consolidation are at the level of Coté Ciné Group North America)
Box Office America LLC 1191 San Vicente Blvd suite 355 – Los Angeles CA 90049 – USA
100.00% 100.00% Full
Box Office Encore LLC 60 Broad St, suite 3502 – New York NY 10004 – USA
100.00% 100.00% Full
West World Media LLC 63 Copps Hill Rd – Ridgefield CT 06877 – USA
100.00% 100.00% Full
Odyssée Interactive 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
100.00% 100.00% Full 100.00% 100.00% Full
Odyssée Interactive subsidiaries (% interest and voting rights and method of consolidation are at the level of Odyssée Interactive)
Jeu.Info SARL 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
100.00% 100.00% Full
Jeu.net 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
100.00% 100.00% Full
Gaméo Consulting SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
100.00% 100.00% Full
Académie du Goût 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France
55.00% 55.00% Equity 55.00% 55.00% Equity
Académie du Goût subsidiaries (% interest and voting rights and method of consolidation are at the level of Académie du Goût)
LEC, Livre et Communication 84 avenue Victor Cresson – 92130 Issy les Moulineaux – France
100.00% 100.00% Full 100.00% 100.00% Full
Fimalac Développement 9 rue du Laboratoire – L1911 Luxembourg
100.00% 100.00% Full 100.00% 100.00% Full
Fimalac Développement subsidiaries (% interest and voting rights and method of consolidation are at the level of Fimalac Développement)
Groupe Lucien Barrière 35, bd des Capucines – 75002 Paris – France
40.00% 40.00% Equity 40.00% 40.00% Equity
Xstream Voie des Traz – 1218 Le Grand Saconnex – Switzerland
100.00% 100.00% Full 100.00% 100.00% Full
Colonnade Real Estate 9 rue du Laboratoire – L1911 Luxembourg
80.00% 80.00% Full 80.00% 80.00% Full
North Colonnade Ltd 30 North Colonnade, Canary Wharf – London E14 5GP – UK
80.00% 100.00% Full 80.00% 100.00% Full
Deb Jam 20, rue Ampère – Cité du cinéma – 9300 Saint Denis – France
50.00% 50.00% Equity 50.00% 50.00% Equity
Le Comedy Club 20, rue Ampère – Cité du cinéma – 9300 Saint Denis – France
50.00% 50.00% Equity 50.00% 50.00% Equity
SAS Trois S 101 rue de Lille – 75007 Paris – France
100.00% 100.00% Full 100.00% 100.00% Full
Pôle Nord Evènements 101 rue de Lille – 75007 Paris – France
100.00% 100.00% Full 100.00% 100.00% Full
AP2S SAS 30-32 rue Guy Moquet – 92240 Malakoff – France
100.00% 100.00% Full 100.00% 100.00% Full
Kyro-Concept SAS ZAC Port d'Ivry, 9 rue des Bateaux-Lavoirs – 94200 Ivry-sur-Seine – France
50.00% 50.00% Equity 50.00% 50.00% Equity
Full = Full consolidation method; Equity = Equity method
Financial information for the year ended December 31, 2015
110
Name Address Registration (Siren) no.
2015 2014
% interest % voting
rights Method % interest
% voting rights
Method
Encore Productions SAS 6 rue du Mont Thabor – 75001 Paris – France
40.00% 40.00% Equity 40.00% 40.00% Equity
Encore Productions subsidiaries (% interest and voting rights and method of consolidation are expressed at the level of Encore Productions SAS)
Encore Plus 14, bis Rue du Pavillon – 92100 Boulogne Billancourt – France
99.50% 99.50% Full 99.50% 99.50% Full
Encore Events 6 rue du Mont Thabor – 75001 Paris – France
99.90% 99.90% Full 99.90% 99.90% Full
Myticket SAS 41 rue de Liège – 75008 Paris – France
70.00% 70.00% Full 70.00% 70.00% Full
Miala Holding Paris – France 50.00% 50.00% Equity
Jing/TS3 Paris – France 100.00% 100.00% Full
Two C Prod Paris – France 52.00% 52.00% Full
Les 3 Mousquétaires Paris – France 29.42% 29.42% Equity
SAUXS Paris – France 100.00% 100.00% Full
143 Productions Paris – France 100.00% 100.00% Full
PC2D Paris – France 100.00% 100.00% Full
Dedicace.ME Paris – France 60.00% 60.00% Full
105 DB Paris – France 100.00% 100.00% Full
Gilbert Coullier Productions 31, place Saint-Ferdinand – 75017 Paris – France
60.00% 60.00% Equity 40.00% 40.00% Equity
Auguri Productions 97, rue Oberkampf – 75011 Paris – France
40.00% 40.00% Equity 40.00% 40.00% Equity
Kwet Production 33, rue de Naples – 75008 Paris – France
40.00% 40.00% Equity 40.00% 40.00% Equity
Pomme Production 33, rue de Naples – 75008 Paris – France
40.00% 40.00% Equity 40.00% 40.00% Equity
S-Pass (ex. Fimalac Tech Info) 97 rue de Lille – 75007 Paris – France
100.00% 100.00% Full 100.00% 100.00% Full
Spectacles et Comédies 101 rue de Lille – 75007 Paris – France
100.00% 100.00% Full 100.00% 100.00% Full
Théâtre Marigny Paris – France 50.00% 50.00% Equity
Théâtre de la Porte Saint Martin Paris – France 100.00% 100.00% Full
Vega SA 101 rue de Lille – 75007 Paris – France
100.00% 100.00% Full 70.00% 70.00% Full
Vega SA subsidiaries (% interest and voting rights and method of consolidation are at the level of Vega SA)
Salle Pleyel Paris – France 100.00% 100.00% Full
EURL Jardyrex 101 rue de Lille – 75007 Paris – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Zénith Nancy Rue du Zénith – 54320 Maxeville – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Zénith Dijon Rue de Colchide – 21000 Dijon – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Les Arènes de Metz 5 av. Louis le Débonnaire – 57000 Metz – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC S.B.S.L 95 cours du Maréchal Juin – 33000 Bordeaux – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Antarès 2 avenue Antarès – 72100 Le Mans – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Les Docks Hangars 36/37 – Quai Vauban – 76600 Le Havre – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Zénith Limoges 16, avenue Jean Monnet – 87100 Limoges – France
100.00% 100.00% Full 100.00% 100.00% Full
SARL Normand Expo Rue Marceau – 76600 Le Havre – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Zénith Strasbourg Allée du Zénith – 67201 Eckbolsheim – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC L'Axone 6, rue du Commandant Rossel – 25200 Montbelliard – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Le Phare de Chambéry
800, av. du Grand Ariétaz – 73000 Chambéry – France
90.00% 90.00% Full 90.00% 90.00% Full
Financial information for the year ended December 31, 2015
111
Full = Full consolidation method; Equity = Equity method
Name Address Registration (Siren) no.
2015 2014
% interest % voting
rights Method % interest
% voting rights
Method
SNC Stade Couvert de Liévin
Chemin des Manufactures – 62800 Liévin – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Sté d'Exploitation du Palais Nikaïa
163, route de Grenoble – 06200 Nice – France
70.00% 70.00% Full 70.00% 70.00% Full
SNC Le Millésium 1, rue Jean Bagnost – 51530 Pierry – France
70.00% 70.00% Full 70.00% 70.00% Full
SNC Macon Evénements Parc des expositions, Av. P. Bérégovoy – 71000 Macon – France
100.00% 100.00% Full 100.00% 100.00% Full
SAS Silo d'Arenc 35 quai du Lazaret – 13002 Marseille – France
66.67% 66.67% Full 66.67% 66.67% Full
SNC Sports en Seine Rue Lillebonne – 76000 Rouen – France
100.00% 100.00% Full 100.00% 100.00% Full
SAS Le Capitole 68, av. du Président Roosevelt – 51000 Chalon en Champagne – France
39.00% 39.00% Equity 39.00% 39.00% Equity
SAS Omega+ 13, rue Vineuse – 75016 Paris – France
50.00% 50.00% Equity 50.00% 50.00% Equity
SAS Ellipse 101 rue de Lille – 75007 Paris – France
100.00% 100.00% Full 100.00% 100.00% Full
Ellipse SA subsidiaries (% interest and voting rights and method of consolidation are at the level of Ellipse SA)
SNC Hudolia 70, avenue de Paris 91410 Dourdan – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC L'Iceberg Rue Pierre Nuss – 67200 Strasbourg – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC L'O 6, rue du Maréchal de Lattre de Tassigny – 67210 Obernai – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Plouf 46, rue du 11 Novembre – 72500 Château du Loir – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC La Vague Rue Bleury – 95230 Soisy-sous-Montmorency – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Helicea 7, rue Mont-Joie – 62280 Saint Martin Boulogne – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Le Carré 101, bd de Verdun – 76200 Dieppe – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Aquazergues 856, Route de Lucenay – 69480 Anse – France
100.00% 100.00% Full 100.00% 100.00% Full
SAS Sceneo 2-4 avenue Léon Blum – 62219 Longuenesse – France
100.00% 100.00% Full 100.00% 100.00% Full
SNC Cité Aquadémie Paris – France 100.00% 100.00% Full
SNC Ballard Paris – France 100.00% 100.00% Full
Subsidiaries of S-Pass (ex. Fimalac Tech Info)
97 rue de Lille – 75007 Paris – France
500 748 033 100.00% 100.00% Full 100.00% 100.00% Full
Carilis SA 148, Avenue Gambetta – 75020 Paris – France
315 734 202 100.00% 100.00% Full 100.00% 100.00% Full
Carilis subsidiaries (% interest and voting rights and method of consolidation are at the level of Carilis SA)
EURL STPI 2 bis, rue Dupont de l'Eure – 75020 Paris – France
382 778 207 100.00% 100.00% Full 100.00% 100.00% Full
EURL SCLP 2 bis, rue Dupont de l'Eure – 75020 Paris – France
382 809 457 100.00% 100.00% Full 100.00% 100.00% Full
EURL SGPV 37, rue Jean Rey – 78220 Viroflay – France
443 688 379 100.00% 100.00% Full 100.00% 100.00% Full
EURL Sepiluz Route d'Ascain – 64500 St Jean de Luz – France
448 995 704 100.00% 100.00% Full 100.00% 100.00% Full
EURL Aquazonia Chemin Mortium – 97351 Matoury – French Guiana
449 367 796 100.00% 100.00% Full 100.00% 100.00% Full
EURL SEP3CPE Avenue Abel Didelet – 60190 Estrées St Denis – France
489 850 743 100.00% 100.00% Full 100.00% 100.00% Full
EURL Sepic 27, rue Marcel Clavier – 77120 Coulommiers – France
489 940 650 100.00% 100.00% Full 100.00% 100.00% Full
EURL Secal Parc des sports de la Loue – 490 122 991 100.00% 100.00% Full 100.00% 100.00% Full
Financial information for the year ended December 31, 2015
112
Name Address Registration (Siren) no.
2015 2014
% interest % voting
rights Method % interest
% voting rights
Method
03410 St Victor – France
Full = Full consolidation method; Equity = Equity method
Name Address Registration (Siren) no.
2015 2014
% interest % voting
rights Method % interest
% voting rights
Method
EURL Secapa 6, avenue Gustave Flaubert – 44351 Guérande cedex – France
499 034 106 100.00% 100.00% Full 100.00% 100.00% Full
EURL SEPMVS 824, avenue du Lys – 77190 Dammarie les Lys – France
515 347 250 100.00% 100.00% Full 100.00% 100.00% Full
EURL S2G Les Gorguettes – 13260 Cassis – France
525 375 259 100.00% 100.00% Full 100.00% 100.00% Full
EURL S3P 19, rue de Pontoise – 75005 Paris – France
529 519 746 100.00% 100.00% Full 100.00% 100.00% Full
SAS Sogestal 1, avenue de Valmy – 38100 Grenoble – France
790 020 267 100.00% 100.00% Full 100.00% 100.00% Full
EURL SGCAB 5, rue de la Houssaye – 49070 Beaucouze – France
802 107 581 100.00% 100.00% Full 100.00% 100.00% Full
Fimalac Services Financiers 97 rue de Lille – 75007 Paris – France
500 748 033 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Group, Inc. 1 State Street Plaza – New York – USA
20.00% 20.00% Equity 50.00% 50.00% Equity
Fitch Group, Inc. subsidiaries (% interest and voting rights and method of consolidation are at the level of Fitch Group, Inc.)
Fitch Ratings, Inc. 33 Whitehall St – New York – USA
100.00% 100.00% Full 100.00% 100.00% Full
Fitch Solutions, Inc. 33 Whitehall St – New York – USA
100.00% 100.00% Full 100.00% 100.00% Full
Fitch Learning, Inc.
34 Whitehall St – New York – USA
100.00% 100.00% Full 100.00% 100.00% Full
Fitch Training Holding Ltd
United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full
Fitch 7City Learning Holding Ltd
United Kingdom In liquidation 100.00% 100.00% Full
Fitch 7City Learning, Inc. USA 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Training Ltd United Kingdom In liquidation 100.00% 100.00% Full
Fitch 7City Learning Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full
Fitch 7City Learning Finance
United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full
Fitch 7City Learning Group Ltd
United Kingdom In liquidation 100.00% 100.00% Full
Fitch 7City Learning (IB) Ltd United Kingdom In liquidation 100.00% 100.00% Full
Fitch 7City Learning Middle East Ltd
United Arab Emirates 100.00% 100.00% Full 100.00% 100.00% Full
Fitch 7City Learning Singapore Ltd
Singapore 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Centro America SA Panama 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Centro America SA Guatemala 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Calificadora De Riesgo SA Costa Rica 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Ratings Colombia Colombia 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Treasury Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Information Services, Inc. USA 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Information Services Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Group, Inc. subsidiaries (% interest and voting rights and method of consolidation are at the level of Fitch Group, Inc.)
Fitch Ratings Ltd 30 North Colonnade – London E14 SGN – United Kingdom
100.00% 100.00% Full 100.00% 100.00% Full
Full = Full consolidation method; Equity = Equity method
Financial information for the year ended December 31, 2015
113
Name Address Registration (Siren) no.
2015 2014
% interest % voting
rights Method % interest
% voting rights
Method
Fitch Ratings Ltd subsidiaries (% interest and voting rights and method of consolidation are expressed at the level of Fitch Ratings Ltd)
Fitch Solutions Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Solutions Asia Pte Ltd Singapore 100.00% 100.00% Full 100.00% 100.00% Full
IRR Advisory Services Pte Ltd India 100.00% 100.00% Full 100.00% 100.00% Full
Derivatives Fitch Ltd United Kingdom 100.00% 100.00% Full
Fitch France SA France 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Deutschland GmbH Germany 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Italia SpA Italy 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Polska SA Poland 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Ratings Espana SA Spain 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Ratings Turkey 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Southern Africa Pty Ltd South Africa 100.00% 100.00% Full 100.00% 100.00% Full
Inter Arab Rating Cy Ec Bahrain 100.00% 100.00% Full 100.00% 100.00% Full
Fitch North Africa SA Tunisia (Dormant) 99.77% 99.77% Full 99.77% 99.77% Full
Fitch Ratings CIS Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Australia Pty Ltd Australia 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Singapore Ratings Pte Ltd
Singapore 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Hong Kong Ltd Hong Kong 99.99% 99.99% Full 99.99% 99.99% Full
Fitch Ratings Japan Ltd Japan 100.00% 100.00% Full 100.00% 100.00% Full
India Ratings & Research Pte Ltd
India 100.00% 100.00% Full 100.00% 100.00% Full
Fitch India Services Pte Ltd India 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Ratings Beijing Ltd China 100.00% 100.00% Full 100.00% 100.00% Full
PT Fitch Holdings Indonesia Indonesia 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Chile Holding SA Chile 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Chile Casific. de Riesgo Ltda
Chile 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Mexico SA Mexico 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Ratings Brazil Ltda Brazil 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Venezuela Calific. de Riesgos
Venezuela (Dormant) 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Republica Dominicana C.p A.
Dominican Republic 100.00% 100.00% Full 100.00% 100.00% Full
Fitch Solutions Deutschland GmbH
Germany 100.00% 100.00% Full 100.00% 100.00% Full
Business Monitor International Ltd
United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full
BMI 1 Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full
BMI 2 Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full
Business Monitor International, Inc.
USA 100.00% 100.00% Full 100.00% 100.00% Full
Business Monitor International (Asian) Pte Ltd
Singapore 100.00% 100.00% Full 100.00% 100.00% Full
Full = Full consolidation method; Equity = Equity method
Financial information for the year ended December 31, 2015
114
Name Address Registration (Siren) no.
2015 2014
% interest % voting
rights Method % interest
% voting rights
Method
Business Monitor International Hong Kong Ltd
Hong Kong 100.00% 100.00% Full 100.00% 100.00% Full
Episcom Ltd United Kingdom 100.00% 100.00% Full
Angelmead Ltd United Kingdom 100.00% 100.00% Full
Fitch Ratings Ltd subsidiaries (% interest and voting rights and method of consolidation are at the level of Fitch Ratings Ltd)
Korea Ratings Corporation South Korea 74.86% 74.86% Full 74.86% 74.86% Full
Korea Ratings Ltd subsidiaries (% interest and voting rights and method of consolidation are at the level of Korea Ratings Ltd)
Korea Plus Co Ltd South Korea Sold 93.30% 93.30% Full
E-Credible Co Ltd South Korea 64.54% 64.54% Full 64.54% 64.54% Full
E-Credible Networks Co Ltd
South Korea 64.54% 64.54% Full 64.54% 64.54% Full
Korea Asset Pricing Ltd South Korea Sold 33.64% 33.64% Equity
China Lianhe Credit Ratings Co Ltd
China 49.00% 49.00% Equity 49.00% 49.00% Equity
Fitch Ratings Thailand Ltd Thailand 49.90% 49.90% Equity 49.90% 49.90% Equity
Fitch Ratings Lanka Ltd Sri Lanka 45.00% 45.00% Equity 45.00% 45.00% Equity
Apoyo & Asoc. y Calific. Ltd Peru 20.00% 20.00% Equity 20.00% 20.00% Equity
Aesa Ratings SA Bolivia 25.00% 25.00% Equity 25.00% 25.00% Equity
Fix SCR SA (ex. Fitch Uruguay & Argentina)
Argentina 30.00% 30.00% Equity 30.00% 30.00% Equity
Full = Full consolidation method; Equity = Equity method
6.2. – STATUTORY AUDITORS' FEES
2014 2015 2014 2015
(in € thousands)PricewaterhouseCoopers
Audit
PricewaterhouseCoopers
AuditCagnat & Associés Cagnat & Associés
AUDIT
Statutory and contractual audits 416 444 283 346
Fimalac 284 283 110 126
Fully consolidated French subsidiaries 95 124 173 220
Fully consolidated foreign subsidiaries 37 37 - -
Other audit-related services 65 190 - 80
Fimalac 30 5
Fully consolidated subsidiaries 35 185 80
Audit fees 481 634 283 426
OTHER SERVICES PROVIDED TO FULLY CONSOLIDATED SUBSIDIARIES
Legal and tax advice - - - -
IT services - - - -
Internal audit services - - - -
Other - - - -
Fees for other services - - - -
TOTAL 481 634 283 426
Fees (excluding VAT) paid by the Group to the statutory auditors and members of their networks
11
5
Financial information for the year ended December 31, 2015
116
6.3. – REPORT OF THE STATUTORY AUDITORS ON THE CONSOLIDATED FINANCIAL
STATEMENTS
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the
convenience of English-speaking readers. The Statutory Auditors’ report includes information specifically required by
French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated
financial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain significant
accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the
consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions
or on information taken outside of the consolidated financial statements.
This report also includes information relating to the specific verification of information given in the Group’s management
report.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France.
To the shareholders,
In compliance with the assignment entrusted to us by the Annual General Meeting, we hereby report to you,
for the year ended December 31, 2015, on:
- the audit of the accompanying consolidated financial statements of Fimalac;
- the justification of our assessments;
- the specific verification required by law.
These consolidated financial statements have been approved by the Board of Directors. Our role is to express
an opinion on these consolidated financial statements based on our audit.
I – Opinion on the consolidated financial statements
We conducted our audit in accordance with the professional standards applicable in France. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement. An audit involves performing procedures, using
sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures
in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the
consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and
of the financial position of the Group a December 31, 2015 20XX and of the results of its operations for the
year then ended in accordance with International Financial Reporting Standards as adopted by the European
Union.
II – Justification of our assessments
In accordance with the requirements of article L.823-9 of the French Commercial Code (Code de Commerce)
relating to the justification of our assessments, we bring your attention to the following matters:
Financial information for the year ended December 31, 2015
117
- At each year-end, the Group tests goodwill and assets with an indefinite useful life for impairment and
assesses whether there is any indication that the value of non-current assets has been impaired, using the
methods described in Notes 2.2.2, 2.2.5 to 2.2.7, 5.1 to 5.4 and 5.5.2 to the consolidated financial
statements. We reviewed the impairment testing methods used and checked that the information disclosed
in the above-mentioned notes was appropriate.
- The Group records provisions to cover the estimated cost of certain contingencies, as described in
Notes 2.2.15 and 5.13 to the consolidated financial statements. We assessed the data and assumptions
underlying these estimates and reviewed the Group's calculations. As part of our assessment of these
estimates, we ensured that the assumptions used and ensuing valuations were reasonable.
These assessments were made as part of our audit of the consolidated financial statements taken as a whole,
and therefore contributed to the opinion we formed which is expressed in the first part of this report.
III – Specific verification
As required by law and in accordance with professional standards applicable in France, we have also verified
the information presented in the Group’s management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial
statements.
Neuilly-sur-Seine and Paris, March 29, 2016
The Statutory Auditors
PricewaterhouseCoopers Audit Cagnat & Associés
David Clairotte Pierre Mercadal
Financial information for the year ended December 31, 2015
118
6.4. – COMPANY FINANCIAL STATEMENTS
CONTENTS
NOTE N° 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ....................................... 123
1.1. - Significant events of the year ................................................................................................. 123
1.2. - Intangible assets and property and equipment ........................................................................ 124
1.3. - Non-current financial assets ................................................................................................... 124
1.4. - Receivables and payables ....................................................................................................... 124
1.5. - Marketable securities .............................................................................................................. 125
1.6. - Foreign currency transactions ................................................................................................. 125
1.7. - Provisions for liabilities and charges ...................................................................................... 125
1.8. - Prepaid expenses and deferred income ................................................................................... 125
1.9. - Deferred charges ..................................................................................................................... 125
1.10. - Tax consolidation ................................................................................................................... 125
NOTE N° 2 - NON-CURRENT ASSETS .............................................................................................. 126
2.1. - Movements in non-current assets ........................................................................................... 126
2.2. - Amortization and depreciation ............................................................................................... 126
2.3. - Provisions for impairment in value ......................................................................................... 126
NOTE N° 3 - ACCOUNTS RECEIVABLE ........................................................................................... 127
NOTE N° 4 - MARKETABLE SECURITIES ....................................................................................... 127
NOTE N° 5 - PREPAID EXPENSES ..................................................................................................... 127
NOTE N° 6 - EQUITY ........................................................................................................................... 128
6.1. - Share capital ........................................................................................................................... 128
6.2. - Additional paid-in capital and reserves .................................................................................. 128
6.3. - Stock option and free share plans ........................................................................................... 128
NOTE N° 7 - PROVISIONS FOR LIABILITIES AND CHARGES ..................................................... 129
NOTE N° 8 - LIABILITIES ................................................................................................................... 129
NOTE N° 9 - OPERATING REVENUE AND EXPENSES ................................................................. 130
NOTE N° 10 - NON-RECURRING INCOME AND EXPENSES .......................................................... 131
NOTE N° 11 - INCOME TAX ................................................................................................................. 131
11.1. - Income tax analysis ................................................................................................................ 131
11.2. - Unrecognized deferred taxes .................................................................................................. 131
Financial information for the year ended December 31, 2015
119
NOTE N° 12 - MANAGEMENT COMPENSATION ............................................................................. 132
NOTE N° 13 - RELATED PARTY TRANSACTIONS .......................................................................... 132
NOTE N° 14 - OFF-BALANCE SHEET COMMITMENTS .................................................................. 132
NOTE N° 15 - SUBSEQUENT EVENTS ................................................................................................ 133
NOTE N° 16 - SUBSIDIARIES AND AFFILIATES .............................................................................. 134
Financial information for the year ended December 31, 2015
120
NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2015
BALANCE SHEET AT DECEMBER 31, 2015
ASSETS December 31, 2014
(in € thousands) Total Depreciation, amortization Carrying amount Carrying amount
Cost & provisions
NON-CURRENT ASSETS
Property and equipment
. Land 133 - 133 133
. Buildings 1,400 1,334 66 71
. Other 788 712 76 89
Sub-total 2,321 2,046 275 293
Non-current financial assets
. Investments in subsidiaries and affiliates 937,755 145,633 792,122 834,526
. Advances to subsidiaries and affiliates 382,447 - 382,447 87,706
. Other long-term investments 62,202 1,888 60,314 121,128
. Loans 2,377 2,377 - -
. Other non-current financial assets - - - -
Sub-total 1,384,781 149,898 1,234,883 1,043,360
TOTAL NON-CURRENT ASSETS 1,387,102 151,944 1,235,158 1,043,653
CURRENT ASSETS
Accounts receivable 231,232 749 230,483 166,661
Marketable securities 11,837 3,528 8,309 13,435
Cash 13 - 13 59
Prepaid expenses 111 - 111 321
TOTAL CURRENT ASSETS 243,193 4,277 238,916 180,476
DEFERRED CHARGES 311 - 311 2,765
CONVERSION LOSSES 977 - 977 -
TOTAL ASSETS 1,631,583 156,221 1,475,362 1,226,894
December 31, 2015
Financial information for the year ended December 31, 2015
121
BALANCE SHEET AT DECEMBER 31, 2015
EQUITY AND LIABILITIESDecember 31, 2015 December 31, 2014
(in € thousands)
EQUITY
Share capital 118,448 126,852
Additional paid-in capital 8,456 8,456
Reserves:
. Legal reserve 16,679 16,679
. Other reserves 36,566 98,481
Retained earnings 313,119 367,208
Profit for the year 132,476 59,209
Untaxed provisions 136 136
TOTAL EQUITY 625,880 677,021
PROVISIONS FOR LIABILITIES AND CHARGES
TOTAL PROVISIONS 39,081 10,552
LIABILITIES
Bonds 60,665 60,665
Bank borrowings 190,798 282,501
Other borrowings 544,423 186,994
Accrued taxes and employee benefits expense 11,776 3,619
Other liabilities 1,757 5,542
Deferred income - -
TOTAL LIABILITIES 809,419 539,321
Financial information for the year ended December 31, 2015
122
(in € thousands)
OPERATING REVENUE
Real estate revenues 6 6
Other revenue 1,110 3,031
Reversals of provisions for liabilit ies and charges 53 309
Reversals of provisions for impairment of current assets - -
TO TAL I 1,169 3,346
OPERATING EXPENSE
Taxes other than on income 1,249 474
Employee benefits expense 5,610 5,033
Other expenses 22,236 10,445
Depreciation and amortization 2,471 760
Charges to provisions for impairment of current assets - -
Charges to provisions for liabilit ies and charges - -
TO TAL II 31,566 16,712
O PERATING LO SS TO TAL III (I-II) (30,397) (13,366)
FINANCIAL INCOME
Income from portfolio securities 207,176 66,637
Income from loans and receivables 5,671 3,218
Net gains on disposals of marketable securities 1,133 658
Other financial income 270 213
Reversals of provisions for impairment of financial assets 22 9,059
Reversals of provisions for liabilit ies and charges 2,804 1,335
TO TAL IV 217,076 81,120
FINANCIAL EXPENSES
Finance costs 3,828 4,618
Other financial expenses 1,701 637
Net losses on disposals of marketable securities - 76
Charges to provisions for impairment of financial assets - 480
Charges to provisions for liabilit ies and charges 50,280 2,804
TO TAL V 55,809 8,615
NET FINANCIAL INCO ME TO TAL VI (IV-V ) 161,267 72,505
RECURRING PRO FIT BEFO RE TAX TO TAL VII (III+VI) 130,870 59,139
NON-RECURRING INCOME
Income from revenue transactions 11 -
Gains on disposals of investments 339 311
Reversals of provisions for impairment of investments 3,348 277
Reversals of provisions for liabilit ies and charges 590 49
TO TAL VIII 4,288 637
NON-RECURRING EXPENSES
Expenses on revenue transactions 1,182 98
Losses on disposals of investments 3,348 277
Charges to provisions for liabilit ies and charges 29,200 -
TO TAL IX 33,730 375
NET NO N-RECURRING (EXPENSE)/INCO ME TO TAL X (VIII-IX ) (29,442) 262
INCO ME TAX BENEFIT/(EXPENSE) XI 31,048 (192)
PRO FIT FO R THE PERIO D TO TAL XII (VII+X+XI) 132,476 59,209
INCO ME STATEMENT FO R THE YEAR ENDED DECEMBER 31, 2015
2015 2014
Financial information for the year ended December 31, 2015
123
NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2015
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company's financial statements for the year ended December 31, 2015 have been prepared in
accordance with French generally accepted accounting principles, including the principles of prudence,
consistency and segregation of accounting periods, on a going concern basis.
However, the presentation of the income statement differs in some respects from that prescribed in the
French general chart of accounts. The main differences are as follows:
- The proceeds from the disposal of investments have been netted off against the investments'
carrying amount, to show the net gain or loss, rather than presenting the disposal proceeds
under income and the carrying amount of the investments as an expense.
- Reversals of provisions for impairment in value of investments in subsidiaries and affiliates
and of investments sold during the period are qualified as non-recurring income and not as
operating income, in line with the accounting classification of the related disposal gains or
losses.
Information in the notes is presented in thousands of euros, unless otherwise specified.
1.1. - SIGNIFICANT EVENTS OF THE YEAR
Business developments:
- On April 2, 2015, the Board of Directors decided to use the authorization given at the Annual
Shareholders' Meeting of June 17, 2014 to cancel 1,910,000 shares representing 6.62% of the
capital. The resulting capital reduction amounted to €8,404,000.
- Under the share buyback program authorized by the Annual Shareholders' Meeting of
June 10, 2015, the Company bought back €18.3 million worth of Fimalac shares (excluding
purchases under the liquidity contract), representing approximately 0.88% of the Company's
current capital.
- The Company also continued to support Webedia's development by making a further
shareholder's advance of €227.8 million.
- Lastly, the €80 million borrowed under the €400 million syndicated credit facility at
December 31, 2014 was repaid during 2015 using part of the proceeds from the sale of 30% of
Fitch Group, Inc. and the facility was canceled.
Events impacting results for the year:
- The Company received €202.6 million in interim dividends from Fimalac Services Financiers,
corresponding to distribution of the very significant capital gain realized on the sale of 30% of
Fitch Group, Inc.
- Impairment provisions were recorded on the Company's investments in Fimalac Développement
and Financière Portefoin to take the two subsidiaries' results into account.
- In addition, €32.0 million worth of provisions for contingencies were booked.
Financial information for the year ended December 31, 2015
124
1.2. - INTANGIBLE ASSETS AND PROPERTY AND EQUIPMENT
Intangible assets and property and equipment are stated at cost, with the exception of assets acquired
before December 31, 1976, which are stated at revalued cost. Amortization and depreciation are
calculated over the following periods:
- Software: 1 year straight-line
- Buildings: 20 years straight-line
- Equipment: 5 to 10 years reducing balance
- Fixtures and fittings, office furniture: 10 years straight-line
- Vehicles and office equipment: 5 years straight-line or, where permitted, reducing balance
These depreciation/amortization periods correspond to the useful lives of the assets concerned, in
accordance with standards CRC 2002-10 and CRC 2004-06 relating to assets.
1.3. - NON-CURRENT FINANCIAL ASSETS
Non-current financial assets are stated at the lower of cost and market value. The cost of assets acquired
before December 31, 1976 corresponds to their revalued cost.
Non-current financial assets are divided into three categories as follows:
- Investments in subsidiaries and affiliates, which correspond to investments in companies in which
Fimalac owns at least 10% of the capital and/or exercises significant influence. Provisions for
impairment in value of these investments are determined based on the Company's equity in the
underlying net assets (or revalued net assets), investment yield, earnings yield and the investee's
growth potential.
- Advances to subsidiaries and affiliates, for which provisions for impairment in value are
determined based on the financial position of the companies concerned.
- Other long-term investments, corresponding to investments in companies in which Fimalac owns
less than 10% of the capital and/or does not exercise any influence. A provision for impairment in
value is recorded if:
o the average December share price is less than cost, in the case of listed shares, or
o the probable realizable value is less than cost, in the case of unlisted shares.
This category also includes Fimalac shares held for purposes other than for allocation (i) on
exercise of stock options; (ii) to free share grants; and (iii) to the liquidity contract. In accordance
with recommendation no. 98D issued by the CNC Emerging Issues Task Force (Comité
d'Urgence), no provisions for impairment in value are recorded on these shares.
1.4. - RECEIVABLES AND PAYABLES
Receivables and payables are stated at their nominal value. A provision is booked when the fair value of
receivables is less than their carrying amount.
Receivables and payables denominated in foreign currency are converted at the year-end exchange rate or
the hedging rate, where applicable.
Financial information for the year ended December 31, 2015
125
1.5. - MARKETABLE SECURITIES
A provision is recorded for unlisted securities where their value in use is less than cost.
For other securities, a provision for impairment in value is recorded only in respect of securities for which
the average stock market price for the last month of the fiscal year, in the case of listed securities, or the
net asset value at the fiscal year-end, in the case of pooled investment vehicles, is less than cost.
1.6. - FOREIGN CURRENCY TRANSACTIONS
Income and expenses in foreign currencies are converted into euros at the exchange rate prevailing on the
transaction date. Balance sheet items are converted at the year-end rate or at the hedging rate where
applicable.
The resulting exchange gains and losses are recognized in the balance sheet under "Conversion losses" or
"Conversion gains". A provision is recorded for unrealized conversion losses that cannot be offset.
1.7. - PROVISIONS FOR LIABILITIES AND CHARGES
Provisions for liabilities and charges are primarily recorded to cover the potential adverse impacts for the
Company of contractual commitments such as (i) seller's warranties granted on the disposal of
subsidiaries, (ii) retirement benefit obligations, (iii) financial instrument costs, (iv) legal obligations such
as the requirement to clean up former manufacturing sites, and (v) claims and litigation. In the interests of
prudence, provisions are recorded for the costs associated with legal proceedings and for any possible
fines or damages awards. Provisions for liabilities and charges at December 31, 2015 amounted to
€39.1 million.
1.8. - PREPAID EXPENSES AND DEFERRED INCOME
Prepaid expenses correspond to expenses relating to future periods that are paid during the year.
Deferred income corresponds to income relating to future periods that has been received during the year
or in previous years.
1.9. - DEFERRED CHARGES
Deferred charges consist of debt issuance costs and are amortized over the life of the debt.
1.10. - TAX CONSOLIDATION
A tax group was set up as of January 1, 1997 between Fimalac and certain French subsidiaries.
Companies divested during the year are removed from the tax group and eligible French companies
acquired during the year are added.
Under the group relief agreement, each company in the tax group accounts for taxes as if it was taxed on a
stand-alone basis. As head of the tax group, the Company benefits immediately from any tax savings
arising from utilization of the tax losses of subsidiaries in the tax group and is required to pass on those
savings to the subsidiaries concerned when they return to profit.
Financial information for the year ended December 31, 2015
126
NOTE 2. NON-CURRENT ASSETS
2.1. - MOVEMENTS IN NON-CURRENT ASSETS
Cost at Transfers and Additions Disposals Cost at
Jan. 1, 2015 cancellations Dec. 31, 2015
Property and equipment
. Land 133 - - - 133
. Buildings and improvements 1,400 - - - 1,400
. Other property and equipment 788 - - - 788
. Assets under construction - - - -
Sub-total 2,321 - 0 0 2,321
Non-current financial assets
. Investments in subsidiaries and affiliates 938,115 2,988 (3,348) 937,755
. Advances to subsidiaries and affiliates 87,706 - 313,415 (18,674) 382,447
. Other long-term investments1
122,824 18,259 (78,881) 62,202
. Loans 2,377 - - - 2,377
. Other non-current financial assets - - - - -
Sub-total 1,151,022 - 334,662 (100,903) 1,384,781
TOTAL 1,153,343 0 334,662 (100,903) 1,387,102 (1) The "Additions" column includes €18,259 thousand for the acquisition of 237,090 Fimalac shares and the "Disposals" column includes
€76,497 thousand corresponding to 1,910,000 Fimalac shares canceled during the year.
2.2. - AMORTIZATION AND DEPRECIATION
Cost Mergers and Increases Decreases Total
Jan. 1, 2015 transfers Dec. 31, 2015
Intangible assets - - - - -
Buildings and improvements 1,329 - 5 - 1,334
Other property and equipment 699 - 13 - 712
TOTAL 2,028 - 18 - 2,046
2.3. - PROVISIONS FOR IMPAIRMENT IN VALUE
Cost Mergers and Increases Decreases Total
Jan. 1, 2015 transfers Dec. 31, 2015
Investments in subsidiaries and affiliates* 103,589 - 45,392 (3,348) 145,633
Advances to subsidiaries and affiliates - - - - -
Other long-term investments 1,696 - 192 - 1,888
Loans 2,377 - - - 2,377
TOTAL 107,662 - 45,584 (3,348) 149,898 * Provisions for impairment in value of investments in subsidiaries and affiliates mainly concern Fimalac Développement shares (€36.8 million) and Financière Portefoin shares (€7.7 million).
Financial information for the year ended December 31, 2015
127
NOTE 3. ACCOUNTS RECEIVABLE
(1) Corresponding to a receivable from a company that is in the process of liquidation, which has been written down in full.
(2) The portion due beyond one year corresponds to Italian tax credits that are offset by a provision for liabilities.
Sterling-denominated loans granted to North Colonnade Ltd totaled £110,000 thousand at
December 31, 2015. Currency risks on these loans are hedged by forward sales of currencies.
Most of the Company's loans and advances are at floating rates of interest. A 100-basis point increase or
decrease in interest rates would have the effect of increasing or reducing financial income by €5.5 million
based on loans outstanding at December 31, 2015.
NOTE 4. MARKETABLE SECURITIES
See also "List of Investments"
Marketable securities at December 31, 2015 include 106,153 Fimalac shares, representing 0.39% of the
Company's capital, acquired at a total cost of €5.8 million.
Of these shares, 61,460 are being held for allocation on exercise/vesting of stock options and free shares
granted to certain executives and other Group employees and 44,693 have been earmarked for liquidity
contract transactions.
The market value of these shares – based on the average share price for December 2015 or the option
exercise price, if lower – was €7.4 million at December 31, 2015.
NOTE 5. PREPAID EXPENSES
Prepaid expenses correspond to interest paid in advance on commercial paper for €72 thousand and
prepaid operating expenses for €38 thousand.
Analysis by maturity Total Due within Due beyond
gross 1 year 1 year
Non-current assets
. Advances to subsidiaries an d affiliates 382,447 - 382,447
. Loans1
2,377 - 2,377
. Deposits - - -
Current assets
. Trade receivables 1,295 1,295 -
. Receivables from Group companies 227,105 57,725 169,380
. Prepaid and recoverable taxes2
2,524 1,359 1,165
. Other receivables 308 308 -
TO TAL 616,056 60,687 555,369
Financial information for the year ended December 31, 2015
128
NOTE 6. EQUITY
6.1. - SHARE CAPITAL
At December 31, 2015, the Company's capital amounted to €118,448 thousand, divided into 26,920,000
ordinary shares with a par value of €4.40. A total of 1,910,000 shares held by the Company were canceled
by decision of the Board of Directors on April 2, 2015.
At the year-end, the Company held 264,016 shares acquired under share buyback programs, the latest of
which was authorized by the Annual Shareholders' Meeting of June 10, 2015. These shares represent
0.98% of the capital.
6.2. - ADDITIONAL PAID-IN CAPITAL AND RESERVES
The "Treasury shares reserve" account was reduced during the year to €8,575 thousand from
€70,490 thousand, reflecting a €68,093 thousand decrease resulting from the cancellation of 1,910,000
shares by decision of the Board of Directors on April 2, 2015, partly offset by an increase of
€6,178 thousand decided by shareholders in the fourth resolution of the Annual Shareholders' Meeting of
June 10, 2015.
Changes in the "Retained earnings" account reflect the distribution of a total dividend of
€107,680 thousand, pursuant to the fourth resolution of the Annual Shareholders' Meeting of
June 10, 2015, the €560 thousand in dividends on treasury shares credited to the account, and the transfer
to the "Treasury shares reserve" referred to above.
6.3. - STOCK OPTION AND FREE SHARE PLANS
The Company has granted options to purchase existing shares to certain officers and employees of the
Group. The status of the option plans at December 31, 2015 was as follows:
Grantor Date of Exercise Number of options Exercise
Board meeting period outstanding price
Fimalac 04/02/2011by tranche up to
February 4, 201619,860 31.95 €
Total number of options (each exercisable for one Fimalac share) 19,860 During the year, 139,865 options were exercised and 500 options were canceled after the grantees left the
Group.
On March 26, 2013, the Board of Directors used the authorization given by the Annual Shareholders’
Meeting of February 4, 2011 to grant 41,600 free shares – to be allocated from the Company’s treasury
shares – to certain officers and employees of the Company The shares will vest after a period of three
years, provided that the beneficiaries are still employed by the Group on the vesting date, and will then be
subject to a three-year lock-up.
Financial information for the year ended December 31, 2015
129
NOTE 7. PROVISIONS FOR LIABILITIES AND CHARGES
Total Transfers Total
Type of provision Jan. 1 Contributions Increases Decreases Decreases Dec. 31
2015 Mergers (u t i l iz e d (s u rp lu s 2015
p ro v is io n s ) p ro v is io n s )
Provisions for liabilities and charges
. Pension liabilities1
1,025 - - (53) 972
858 - - (46) 812
. Industry risks 381 - - (381) - 0
. Seller's warranties 2,988 - (162) 2,826
. Other2
5,300 - 1,798 (2,804) - 4,294
. Exchange losses - - 977 - 977
. Claims and litigation3
- - 29,200 - 29,200
10,552 - 31,975 (3,446) 0 39,081
. Decontamination of formerly leased
manufacturing sites
(1) Provisions for pensions concern pension benefits payable to former Group executives.
(2) Increases in other provisions for liabilities and charges concern provisions for losses on investments in subsidiaries and for free share plan costs.
(3) Provisions are booked for known claims and litigation based on management's best estimate of the risk at the balance sheet date.
NOTE 8. LIABILITIES
Total Due within Due between Due beyond
Liabilities Gross 1 year 1 and 5 years 5 years
Bonds
. Bonds 60,000 - 20,000 40,000
. Accrued interest 665 665 - -
Bank borrowings
. Bank loans 171,900 171,900 - -
. Bank overdrafts 18,887 18,887 - -
. Accrued interest 11 11 - -
Other borrowings
. Other loans - - - -
. Advances from Group companies 544,423 544,423 - -
Accrued taxes and employee benefits expense 11,776 11,776 - -
Other liabilities 1,757 1,757 - -
TOTAL 809,419 749,419 20,000 40,000 Bank loans consist of commercial paper.
The loan agreements for the private placement notes issued in 2014 do not include any rating triggers.
However, they do include acceleration clauses based on the following hard covenant:
* Consolidated Net Debt/Consolidated Equity < 0.70
Fimalac was in compliance with this covenant at December 31, 2015.
The Company's borrowings bear interest at floating rates. A 100-basis point increase or decrease in
interest rates would have the effect of increasing or reducing interest expense by €7.4 million.
Financial information for the year ended December 31, 2015
130
NOTE 9. OPERATING REVENUE AND EXPENSES
Operating revenue – including strategic advisory fees received from subsidiaries – amounted to
€1,169 thousand in 2015 versus €3,346 thousand in 2014.
Operating expenses rose to €31,566 thousand from €16,712 thousand over the same period.
The operating loss for the year came to €30,397 thousand, compared with a loss of €13,366 thousand in
2014.
Financial income rose to €217,076 thousand in 2015 from €81,120 thousand the year before, primarily
due to an increase in income from portfolio securities, which in 2015 included €202,602 thousand in
dividends from Fimalac Services Financiers.
Income from loans and receivables rose to €5,671 thousand from €3,218 thousand despite a further
decline in interest rates, due to an increase in outstanding loans to subsidiaries.
Income from portfolio securities breaks down as follows:
INCOME FRO M PORTFO LIO SECURITIES 2015 2014
Fimalac Services Financiers 202,602 63,333
Financière Portefoin - -
Financière Allociné - -
Long-term investments 4,574 3,304
Marketable securities - -
207,176 66,637
Fitch Group, Inc. dividends are paid to Fimalac Services Financiers, which passes on almost the entire
amount to Fimalac in the form of a dividend.
Finance costs declined to €3,828 thousand from €4,618 thousand in 2014, mainly reflecting lower interest
rates and repayment of the syndicated loan.
Charges to provisions for impairment of long-term investments amounted to €45,584 thousand in 2015
and mainly concerned Fimalac Développement shares. In 2014, these provisions were reduced by
€9,059 thousand.
In view of the above, net financial income for the year came to €161,267 thousand versus
€72,505 thousand in 2014.
Recurring profit before tax stood at €130,870 thousand in 2015 compared with €59,139 thousand in 2014.
Financial information for the year ended December 31, 2015
131
NOTE 10. NON-RECURRING INCOME AND EXPENSES
Non-recurring income and expenses represented a net expense of €29,442 thousand in 2015, reflecting
significant charges to provisions for claims and litigation.
NOTE 11. INCOME TAX
11.1. - INCOME TAX ANALYSIS
Net profit Non-recurring items
Tax at 33.33% Tax at 0% Tax at 33.33% Tax at 0%
Profit before tax 101,428 176,454 (45,584) (29,442) -
Tax 31,048 31,048 - -
Net profit for the period 132,476 207,502 (45,584) (29,442) -
Recurring profit
A 3.3% surtax is levied in France on top of the standard tax rate. Income tax expense also includes the tax
on distributed earnings.
The tax benefit on recurring profit corresponds to group relief.
11.2. - UNRECOGNIZED DEFERRED TAXES
At December 31, 2015
Type of temporary difference Assets Liabilities
UNRECO GNIZED DEFERRED TAX ASSETS
Income taxed in current period, not yet accounted for
. Unrealized gains on pooled investment vehicles - -
Charges for the year, deductible in subsequent periods
. "Contribution sociale de solidarité" surtax - -
UNRECO GNIZED DEFERRED TAX LIABILITIES
Rollover relief
. Gain on the sale of Engelhard CLAL 1,449
As head of the tax group, Fimalac has tax loss carryforwards amounting to €93,952 thousand representing
a potential future tax saving of €32,348 thousand.
Financial information for the year ended December 31, 2015
132
NOTE 12. MANAGEMENT COMPENSATION
Board of Directors 610
Corporate officers 4,055
NOTE 13. RELATED PARTY TRANSACTIONS
Balance sheet Assets Liabilities
. Investments in subsidiaries and affiliates 792,122
. Advances to subsidiaries and affiliates 382,447
. Other non-current financial assets -
. Other receivables 227,105
. Borrowings 544,423
Income statement Expense Income
. Real estate and other revenues 1,080
. Income from subsidiaries and affiliates and other long-term investments 202,602
. Income from loans and receivables 5,671
. Reversals of provisions for impairment of securities
. Reversals of provisions for liabilities 2,804
. Financial expense transfers -
. Other external charges 19,872
. Interest expense 257
. Charges to provisions for impairment of investments 45,584
. Charges to provisions for liabilities 1,532
NOTE 14. OFF-BALANCE SHEET COMMITMENTS
Commitments received
Confirmed, undrawn lines of credit None
Commitments given
. Guarantees in favor of other Group companies 7,000
. Put options granted on shares in subsidiaries and affiliates 69,500
. Other commitments 13,005
Foreign currency transactions
. Forward sales of GBP 148,508
Interest rate hedges None
Financial information for the year ended December 31, 2015
133
In connection with its acquisition of Webedia, the Company granted put options on the Webedia shares
(i) held by non-controlling shareholders and (ii) issued upon exercise of "BSPCE" founders warrants
granted to Webedia officers and employees. The estimated value of these puts is included on the line "Put
options granted on shares in subsidiaries and affiliates".
No material off-balance sheet commitments have been omitted from the above tables, in accordance with
French generally accepted accounting principles.
NOTE 15. SUBSEQUENT EVENTS
In February 2016, Webedia launched a €300 million rights issue. Fimalac underwrote its share of the
issue, in the amount of €290.3 million.
NOTE 16. SUBSIDIARIES AND AFFILIATES
Investments with a carrying amount
in excess of 1% of Fimalac's capital
1) Subsidiaries (at least 50%-owned)
FIMALAC SERVICES FINANCIERS S.C. 202,652 1,578,981 99.98% 202,602 202,602 - - 1,987,289 ** 1,781,382 202,602
97 rue de Lille - 75007 Paris
FIMALAC DEVELOPPEMENT SA 322,600 (33,585) 99.99% 390,000 290,767 111,523 - 8,773(**) (26,467) -
9 rue du Laboratoire - L1911 Luxembourg
FINANCIERE BOULOGNE TECHNOLOGIES SARL 29,212 4,231 99.99% 69,214 33,444 - - 4(**) (12) -
97 Rue de Lille - 75007 Paris
FINANCIERE PORTEFOIN SAS 32,171 29,385 99.99% 69,246 61,556 - - 59(**) (8,166) -
97 Rue de Lille - 75007 Paris
WEBEDIA SA* 572 174,592 79.23% 201,294 201,294 270,923 7,000 59,547 (4,176)
2 rue Paul Vaillant-Couturier - 92300 Levallois-Perret
2) Affiliates (10% to 50%-owned)
Other subsidiaries and affiliates:
1) Subsidiaries not included in Section A
French subsidiaries - - - 5,399 2,459 - - - - -
Foreign subsidiaries - - - - - - - -
2) Affiliates not included in Section A
French affiliates - - - - - - - - - -
Foreign affiliates - - - - - - - - - -
(*) Provisional data (**) Including investment income
Cost Net
Outstanding
loans and
advances from
Fimalac
Guarantees
provided by
Fimalac
2015 revenue
or net
financial
income
Company2015 profit
(loss)
Dividends paid
to Fimalac in
2015
Share capital Reserves % interest
Carrying amount of
investment
13
4
Financial information for the year ended December 31, 2015
135
Number of Carrying
shares amount
1) PRINCIPAL INVESTMENTS
I) Investments in subsidiaries and affiliates
Listed - -
Unlisted F.C.B.S GIE 4,999,998 762
FIMALAC DEVELOPPEMENT 4,032,499 290,767
FIMALAC INFORMATION 900 -
FIMALAC SERVICES FINANCIERS 2,026,015 202,602
FINANCIERE BOULOGNE TECHNOLOGIES 1,825,750 33,444
FINANCIERE PORTEFOIN 3,574,568 61,556
REVUE DES DEUX MONDES 16,967,153 1,695
SEFI 9,999 2
WEBEDIA 453,882 201,294
TOTAL A 792,122
II) Other long-term investments
Listed FIMALAC 157,863 12,925
MERCIALYS 2,760,685 41,410
Unlisted FCPR LFPI CROISSANCE 100,000 5,368
AXA SECUNDARY FUND 50 210
FCPR WHITE STONE III 50,000 400
TOTAL B 60,313
III) Marketable securities
Listed FIMALAC 106,153 5,781
C-NOVA 500,000 1,107
Sicav monétaires 579
Unlisted Fonds spécialisés 842
TOTAL C 8,309
TOTAL A + B + C 860,744
2) SECURITIES WITH A CARRYING AMOUNT OF LESS THAN €15,000 -
TOTAL CARRYING AMOUNT 860,744
LIST OF INVESTMENTS
Financial information for the year ended December 31, 2015
136
6.5. – REPORT OF THE STATUTORY AUDITORS ON THE COMPANY FINANCIAL
STATEMENTS
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely
for the convenience of English speaking readers. The Statutory Auditors’ report includes information
specifically required by French law in such reports, whether modified or not. This information is presented
below the opinion on the financial statements and includes an explanatory paragraph discussing the Auditors’
assessments of certain significant accounting and auditing matters. These assessments were considered for the
purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate
assurance on individual account captions or on information taken outside of the financial statements.
This report also includes information relating to the specific verification of information given in the
management report and in the documents addressed to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and
professional auditing standards applicable in France.
To the shareholders,
In compliance with the assignment entrusted to us by the Annual General Meeting, we hereby report to you,
for the year ended December 31, 2015, on:
- the audit of the accompanying financial statements of Fimalac;
- the justification of our assessments;
- the specific verifications and information required by law.
These financial statements have been approved by the Board of Directors. Our role is to express an opinion on
these financial statements based on our audit.
I – Opinion on the financial statements
We conducted our audit in accordance with the professional standards applicable in France. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement. An audit includes performing procedures, using sampling
techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the
financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made, as well as the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial
position of the Company at December 31, 2015 and of the results of its operations for the year then ended in
accordance with French accounting principles. .
Financial information for the year ended December 31, 2015
137
II – Justification of our assessments
In accordance with the requirements of article L.823-9 of the French Commercial Code (Code de Commerce)
relating to the justification of our assessments, we bring to your attention to the following matters:
- Note 1.3 to the financial statements presents the rules and methods used for recognizing and measuring
investments. As part of our assessment of the accounting rules and principles and measurement methods
applied by the Company, we verified that these rules and methods were appropriate and had been applied
correctly.
- The Company records provisions to cover the estimated cost of certain contingencies, as described in
Notes 1.7 and 7 to the financial statements. Our procedures consisted of assessing the data and assumptions
underlying these estimates and reviewing the calculations carried out by Fimalac. As part of our assessment
of these estimates, we ensured that the assumptions used and ensuing valuations were reasonable.
The assessments were made in the context of our audit of the financial statements taken as a whole, and
therefore contributed to the formation of the opinion expressed in the first part of this report.
III – Specific verifications and information
In accordance with professional standards applicable in France, we have also performed the specific
verifications required by French law.
We have no matters to report as to the fair presentation and the consistency with the financial statements of the
information given in the management report of the Board of Directors, and in the documents addressed to the
shareholders with respect to the financial position and the financial statements.
Concerning the information given in accordance with the requirements of article L.225-102-1 of the French
Commercial Code relating to remuneration and benefits received by corporate officers and any other
commitments made in their favour, we have verified its consistency with the financial statements, or with the
underlying information used to prepare these financial statements and, where applicable, with the information
obtained by your Company from companies controlling it or controlled by it. Based on this work, we attest to
the accuracy and fair presentation of this information.
Neuilly-sur-Seine and Paris, March 29, 2016
The Statutory Auditors
PricewaterhouseCoopers Audit Cagnat & Associés
David Clairotte Pierre Mercadal
Financial information for the year ended December 31, 2015
138
6.6. – STATUTORY AUDITORS' SPECIAL REPORT ON RELATED PARTY AGREEMENTS AND
COMMITMENTS
This is a free translation into English of the Statutory Auditors’ special report on related party agreements and
commitments issued in French and is provided solely for the convenience of English speaking readers. This report should
be read in conjunction with, and construed in accordance with, French law and professional auditing standards
applicable in France.
To the shareholders,
In our capacity as Statutory Auditors of Fimalac, we hereby report to you on related party agreements and
commitments.
It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and
conditions of the agreements and commitments that have been disclosed to us or that we may have identified as
part of our engagement, as well as the reasons given as to why they are beneficial for the Company, without
commenting on their relevance or substance or identifying any undisclosed agreements or commitments. Under
the provisions of article R.225-31 of the French Commercial Code (Code de commerce), it is the responsibility
of the shareholders to determine whether the agreements and commitments are appropriate and should be
approved.
Where applicable it is also our responsibility to provide shareholders with the information required by
article R.225-31 of the French Commercial Code in relation to the implementation during the year of
agreements and commitments already approved by the Annual General Meeting.
We performed the procedures that we deemed necessary in accordance with professional standards applicable
in France to such engagements. These procedures consisted in verifying that the information given to us is
consistent with the underlying documents.
AGREEMENTS AND COMMITMENTS SUBMITTED TO THE ANNUAL SHAREHOLDERS' MEETING FOR
APPROVAL
Agreements authorized during the year
In accordance with article L.225-40 of the French Commercial Code, we were informed of the following
agreements and commitments authorized by the Board of Directors during the year.
- With Groupe Marc de Lacharrière
Persons concerned:
Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer
Jérémie Ladreit de Lacharrière, director
Eléonore Ladreit de Lacharrière, director
Bérangère Ladreit de Lacharrière, director until June 10, 2015
Clarisse Ladreit de Lacharrière, director
Bernard de Lattre, director
Financial information for the year ended December 31, 2015
139
At its meetings on June 10 and December 1, 2015, the Board of Directors authorized a loan from Groupe Marc
de Lacharrière of up to €100 million to finance acquisitions. The loan bears interest at a rate corresponding to
the 3-month Euribor plus 50 basis points and is for a renewable period of one year.
The balance outstanding on the loan at December 31, 2015 was €32,772,779.17 and the corresponding interest
expense recorded by the Company during the year amounted to €72,779.17.
- With Webedia
Persons concerned:
Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer
Thierry Moulonguet, director
At its meeting on September 10, 2015, the Board of Directors authorized the Company to make an
interest-bearing current account advance to Webedia in US dollars, to finance acquisitions.
The advance may represent up to $150 million and interest is payable at a rate corresponding to the 3-month
Libor for USD loans plus 215 basis points.
The outstanding advance at December 31, 2015 was $62,777,192.77 and the corresponding interest income
recorded by the Company during the year amounted to $286,093.32.
- With Bernard de Lattre
Person concerned:
Bernard de Lattre, director
At its meeting on September 10, 2015, the Board of Directors appointed Bernard de Lattre to negotiate
potential future investments in real estate and shares during a fixed period, in light of his specific expertise in
these areas.
Bernard de Lattre is being paid a net fee, after payroll deductions, of €225,000 (corresponding to a gross fee of
€266,500) for the period from September 2015 to September 2016, payable in two instalments in
September 2015 and March 2016. The appointment is for a period of one year and may be extended if necessary,
depending on the status of negotiations.
In 2015, the Company paid a gross fee of €133,250 to Bernard de Lattre under the agreement.
AGREEMENTS AND COMMITMENTS ALREADY AUTHORIZED BY THE ANNUAL SHAREHOLDERS' MEETING
Agreements and commitments authorized in prior years
a) Agreements and commitments that remained in force and were applied in 2015
In accordance with article R.225-30 of the French Commercial Code, we were informed of the following
agreements and commitments approved by shareholders in prior years that remained in force in the year ended
December 31, 2015.
Financial information for the year ended December 31, 2 015
140
- With Groupe Marc de Lacharrière
Persons concerned:
Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer
Jérémie Ladreit de Lacharrière, director
Eléonore Ladreit de Lacharrière, director
Bérangère Ladreit de Lacharrière, director until June 10, 2015
Clarisse Ladreit de Lacharrière, director
Bernard de Lattre, director
The trademark sub-licensing agreement permitting the Company to adopt its corporate name remained in force
during 2015. No fees are paid under this sub-license.
- With Fitch Group, Inc.
Persons concerned:
Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer
Thierry Moulonguet, director until June 30, 2015
A strategic advisory agreement between Fimalac, Fitch Group, Inc., Groupe Marc de Lacharrière and Hearst
was signed and came into effect on December 12, 2014. Under the terms of the agreement, the Company
provides strategic advice and support to Fitch Group, Inc. in exchange for an annual fee determined jointly by
the parties each year based on the stipulations of the shareholders' pact.
The corresponding income recognized in the Company accounts in 2015 represented €579,640.42.
- With North Colonnade
Persons concerned:
Bernard de Lattre, director
In 2007, the Company granted a £110,000,000 loan to North Colonnade, renewable at quarterly intervals and
paying interest at a rate corresponding to the 3-month Libor for GBP loans plus 60 basis points.
The balance outstanding on the loan at December 31, 2015 was £110,000,000 and the corresponding interest
income recorded by the Company during the year amounted to £1,291,387.63.
- With Webedia
Persons concerned:
Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer
Thierry Moulonguet, director
The Company manages the cash position of Webedia under the Fimalac Group cash pooling agreement, in
exchange for a fee corresponding to the 3-month Euribor plus 215 basis points for loans by the pool to
Webedia and the 3-month Euribor for loans by Webedia to the pool.
The amount loaned by the cash pool to Webedia at December 31, 2015 was €230,698,370.97 and the
corresponding interest income recorded by the Company during the year amounted to €2,521,576.83.
Financial information for the year ended December 31, 2015
141
b) Agreements that remained in force but were not applied in 2015
In addition, we were informed of the following agreements and commitments approved by shareholders in
prior years that remained in force but were not applied during 2015.
- With Groupe Marc de Lacharrière
Persons concerned:
Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer
Jérémie Ladreit de Lacharrière, director
Eléonore Ladreit de Lacharrière, director
Bérangère Ladreit de Lacharrière, director until June 10, 2015
Clarisse Ladreit de Lacharrière, director
Bernard de Lattre, director
At its meeting on April 2, 2015, having noted that certain shareholders may wish to sell their shares, the Board
gave the Company a one-year authorization to buy back shares in small blocks to avoid depressing the share
price. Up to 1,100,000 shares could be bought back under this authorization, with each purchase to be carried
out at the price quoted for the Company's shares on the buyback date.
The authorization was not used in 2015.
Neuilly-sur-Seine and Paris, March 29, 2016
The Statutory Auditors
PricewaterhouseCoopers Audit Cagnat & Associés
David Clairotte Pierre Mercadal
Corporate governance
142
SECTION 7.
CORPORATE GOVERNANCE
7.1. – SENIOR MANAGEMENT STRUCTURE
French company law (article L.225-51-1 of the French Commercial Code) stipulates that a société anonyme is
managed either by the Chairman of the Board of Directors or by another individual appointed by the Board,
who has the title of Chief Executive Officer (Directeur Général).
Marc Ladreit de Lacharrière has been appointed by the Board to serve as Chairman of the Board of Directors
and Chief Executive Officer for the duration of his term of office as a director.
7.2. – CHAIRMAN'S REPORT (ARTICLE L.225-37 OF THE FRENCH COMMERCIAL CODE)
AND STATUTORY AUDITORS' REPORT ON THE CHAIRMAN'S REPORT
7.2.1. – CHAIRMAN'S REPORT
(Approved by the Board of Directors at its meeting of March 14, 2016)
Introduction
For matters of corporate governance, the Company refers to the MiddleNext code, which is considered as more
appropriate than the AFEP/MEDEF code to which it referred in prior years. The decision was recorded in the
Board of Directors' internal rules adopted by the Board on December 1, 2015.
The MiddleNext code provides guidance on assessing the governance of listed companies that have a reference
shareholder who runs the business. It is intended for midcaps that have the following characteristics:
- they have a significant reference shareholder,
- who may be the founder or the founder's family, and
- who also runs the business.
Fimalac meets this definition, as the Chairman and Chief Executive Officer is also the founder and his family
group owns around 90% of the shares and voting rights. The MiddleNext code, which was published in
December 2009, therefore corresponds more closely to the Group's needs.
The code's governance guidelines are organized in two sections:
- Points to be watched, corresponding to the main questions to be asked when seeking to ensure that the
governance system is effective. Companies referring to the code are asked to indicate in their
Chairman's report that the Board of Directors has examined the issues raised in this section of the
code.
- Recommendations, corresponding to the rules to be complied with by companies referring to the code.
The Chairman's report must clearly indicate how they apply these rules and if not, why not, in
accordance with the "comply or explain" principle.
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Fimalac complies with the points to be watched and recommendations presented in the code, which is dated
December 2009. The MiddleNext code may be consulted at MiddleNext's headquarters.
I. – Members of the Board of Directors, preparation and organization of Board meetings
The Board of Directors' internal rules were adopted on December 18, 2001. They have been amended several
times, most recently on December 1, 2015. A copy of the current version is presented as an appendix to this
report.
A. – Members of the Board of Directors
Directors are elected for renewable four-year terms. In accordance with the Board of Directors' internal rules,
each director must hold at least 450 Fimalac shares, acquired no later than 18 months after the date of his or
her election to the Board for the first time.
The Board of Directors currently has 14 voting members and one non-voting member:
- Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer
- Pierre Blayau
- Pierre Castres Saint-Martin
- Eléonore Ladreit de Lacharrière (until March 14, 2016)
- Clarisse Ladreit de Lacharrière
- Jérémie Ladreit de Lacharrière
- Philippe Lagayette, Senior Independent Director
- Bernard de Lattre
- Thierry Moulonguet
- Jean-Charles Naouri
- Etienne Pflimlin
- Bernard Pierre
- Thomas Piquemal
- Groupe Marc de Lacharrière, corporate director represented by Eléonore Ladreit de Lacharrière
- Henri Lachmann, non-voting director
The membership of the Board is structured to enable the Group to fully leverage both the experience and the
independence of its directors.
The corporate governance code states that a director is deemed to be independent when he or she has no
relationship of any kind with the company, its group or the management of either that is such as to color his or
her judgment. At its meeting on April 2, 2015, the Board decided that five directors qualified as independent.
As in 2014, these directors are Pierre Blayau, Pierre Castres Saint-Martin, Philippe Lagayette, Etienne Pflimlin
and Thomas Piquemal. Pierre Castres Saint-Martin was considered as still qualifying as an independent
director despite having been a Board member for more than 12 years, on account of his expertise and
considerable experience and because he does not receive any compensation other than directors' fees.
The Company does not have any directors elected by employees.
At its meeting of May 27, 2009, the Board of Directors designated Philippe Lagayette as Senior Independent
Director for the duration of his term on the Board, based on the recommendation of the Selection, Nominations
and Remunerations Committee.
Corporate governance
144
In this capacity, he advises and makes proposals and recommendations to the Chairman and Chief Executive
Officer as well as to the chairmen of the different Committees of the Board. He chairs Board meetings in the
absence of the Chairman and Chief Executive Officer and in the event of the Chairman and Chief Executive
Officer's death or incapacity he would take over as acting Chairman and Chief Executive Officer.
There is also one independent non-voting director (censeur) on Fimalac's Board, Henri Lachmann, who is
invited to attend all Board meetings and may take part in Board discussions but only in a consultative capacity.
Non-voting directors are elected for a two-year term.
B. – Preparation and organization of Board meetings
1. – Frequency of Board meetings
The Board of Directors meets at least four times a year, and more frequently if necessary in the interests of the
Company. In 2015, four meetings were held, on April 2, June 10, September 10 and December 1. The average
attendance rate at these meetings was 68%.
2. – Committees of the Board
The Board of Directors has an Audit Committee and a Selection, Nominations and Remunerations Committee.
These Committees have drawn up their own internal rules, which were approved by the Board of Directors on
December 1, 2015.
a) Audit Committee
The members of the Audit Committee are Bernard Pierre, the Committee chairman, and Pierre Blayau,
Philippe Lagayette and Thomas Piquemal, who are independent directors.
The Audit Committee is responsible for informing the Board of Directors of its opinion on the annual and
interim financial statements of the Company and the Group. The purpose of its reports is to ensure that the
Board of Directors is fully informed. The Committee meets twice a year prior to the Board's review of the
interim and annual financial statements, and may hold other meetings during the year to examine specific
issues.
The Committee reviews the financial statements as a whole, the accounting principles and policies applied, the
external audit scope, the companies included in or excluded from the scope of consolidation, material risks and
off-balance sheet commitments, and any financial, accounting or risk management issues. It receives copies of
the internal auditors' reports or periodic executive summaries.
The Board ensures that the Audit Committee has sufficient time to review the financial statements and that it
receives a memorandum from the auditors presenting the salient points and the accounting options applied, as
well as a note or tables prepared by the Chief Financial Officer describing the Group's main risk exposures and
off-balance sheet commitments. The Committee may seek advice from outside consultants where necessary.
The Audit Committee met twice in 2015, on March 24 and September 3, with a 100% attendance rate.
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145
b) Selection, Nominations and Remunerations Committee
In 2015, the members of the Selection, Nominations and Remunerations Committee were Bernard de Lattre,
the Committee chairman, and Jean-Charles Naouri, Thierry Moulonguet and Philippe Lagayette (independent
director).
The Committee's terms of reference are described in the Board of Directors' internal rules and the Committee's
own internal rules.
In 2015, the Committee's chairman consulted the other members once, on November 26, with a 100% response
rate.
C. – Assessment of Board performance
The Board of Directors conducted an assessment of its performance in 2015 during its meeting on
March 14, 2016.
The assessment was based on a questionnaire sent by the Board secretary to all directors, including the
non-voting director. Respondents expressed satisfaction with the procedures of the Board and its committees.
Some respondents suggested that it would be useful to have more information from external sources and
comparative information about competitors' performance in the various business segments.
II. – Restrictions on the powers of the Chief Executive Officer imposed by the Board of Directors
The restrictions on the powers of the Chief Executive Officer imposed by the Board of Directors are specified
in article 1 of the Board of Directors' internal rules.
In compliance with the law, the Board of Directors has set limits on the Chairman and Chief Executive
Officer's authority to issue guarantees. At its meeting of April 3, 2014, the Board of Directors decided to renew
the annual authorization given to the Chairman and Chief Executive Officer to issue guarantees representing
up to a maximum of €30 million. This authorization was renewed for further one-year periods at the Board
meetings of April 2, 2015 and March 14, 2016.
III. – Principles and rules decided by the Board of Directors for determining executive directors' individual
compensation packages
The compensation payable to the executive director (Marc Ladreit de Lacharrière, Chairman and Chief
Executive Officer) is determined by the Board of Directors based on the recommendation of the Selection,
Nominations and Remunerations Committee. Compensation paid by the Fitch sub-group is also discussed
within the Fitch Group Remunerations and Nominations Committee.
A. – Chairman and Chief Executive Officer's compensation package
1) Compensation paid/due in France (Fimalac) – 2015
Marc Ladreit de Lacharrière's compensation package is determined by the Board of Directors, based on the
recommendation of the Selection, Nominations and Remunerations Committee. Mr. Ladreit de Lacharrière is
not a member of this Committee and does not take part in the Board's vote on his compensation package.
(i) Retainer
For a number of years, Mr. Ladreit de Lacharrière was paid an annual retainer of €1,300,000 by Fimalac.
Corporate governance
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However, in 2012 he asked the Selection, Nominations and Remunerations Committee to reduce this amount
by 30% to €910,000 per year, effective February 1, 2012. The same reduction was applied in 2015.
In addition, since February 1, 2012, only half of this reduced amount (€455,000 per year) represents a retainer
based on the usual definition. Payment of the other half (€455,000 per year) is deferred for three years and is
contingent upon Fimalac meeting the three-year average growth target for adjusted recurring operating profit
set by the Board.
By definition, the deferred contingent compensation for 2012 and subsequent years had not yet vested as of
end-2015.
Consequently, the retainer paid to Marc Ladreit de Lacharrière in 2015 by Fimalac amounted to €455,000.
(ii) Bonus
Since 2012, Marc Ladreit de Lacharrière may also receive a long-term incentive based on average growth in
adjusted recurring operating profit over three years. Payment of this bonus is deferred to the end of the
three-year period.
Mr. Ladreit de Lacharrière did not receive any long-term incentive in 2015 because the performance
measurement period was still in progress at the year-end and the incentive is not payable until the end of that
period, i.e., in 2016.
(iii) Proposed special bonus
The Selection, Nominations and Remunerations Committee recommended to the Fimalac Board of Directors
that Marc Ladreit de Lacharrière be paid a special bonus of €3,600,000 for 2015.
On the Committee's recommendation, the Board of Directors approved this special bonus awarded in
recognition of Mr. Ladreit de Lacharrière's decisive personal involvement in:
- The sale of 30% of Fitch at a price that significantly exceeded market expectations. The shares were
sold on March 12, 2015 for $1,989.5 million and the resulting capital gain was recognized in the 2015
accounts.
- Developing the Group, particularly the Digital Division through numerous acquisitions in France and
abroad, and the Entertainment Division.
2) Compensation paid/due in the United States (Fitch Group) – 2015
As Chairman of Fitch Group and President of its Strategy Committee, Marc Ladreit de Lacharrière is paid a
retainer and a bonus in line with local market practices.
The bonus is based on Fitch Group's operating results, which continued to rise in 2015.
Senior executive compensation proposals are submitted in the first instance to the Fitch Group Remunerations
and Nominations Committee chaired by Frank Bennack, Executive Vice-Chairman of Hearst Corporation, and
are then presented to the Board of Directors of Fitch Group for approval. Mr. Ladreit de Lacharrière does not
take part in either the Committee's discussion or the Board's vote on his compensation package.
Corporate governance
147
The compensation package approved by the Board of Fitch Group is then referred up to the Fimalac Selection,
Nominations and Remunerations Committee and presented to the Fimalac Board of Directors for ratification.
Mr. Ladreit de Lacharrière does not take part in the vote.
(i) Retainer
The annual retainer paid to Marc Ladreit de Lacharrière by Fitch Group has been set at $500,000 since 2001.
(ii) Bonus
As Chairman of Fitch Group and President of its Strategy Committee, Marc Ladreit de Lacharrière receives a
bonus based on year-on-year growth in Fitch Group's consolidated EBITDA. This performance criterion has
remained unchanged since the bonus system was introduced in 2001.
Marc Ladreit de Lacharrière's 2014 bonus, calculated according to the above criterion, amounted to
$3,430,000. It was paid in the first quarter of 2015. The 2015 bonus, in the amount of $3,422,000, will be paid
in the first quarter of 2016.
3) Other information – 2015
In 2014, Marc Ladreit de Lacharrière received from Fimalac in France €31,000 in directors' fees and fringe
benefits worth €71,564. Directors' fees paid to him in 2015 were unchanged at €31,000. He was also entitled to
charge the cost of private flights to the Company, up to a maximum of €150,000. His fringe benefits for 2015
amounted to approximately €137,000.
He also received a fixed housing allowance from Fitch in the amount of $72,000, unchanged from 2014.
IV. – Specific procedures for shareholder participation at general meetings
The procedures for shareholder participation at general meetings are governed by French law and article 28 of
the Company's bylaws.
V. – Disclosures required under article L.225-100-3 of the French Commercial Code
The disclosures required under article L.225-100-3 of the French Commercial Code are presented in the Board
of Directors' report, in the section relating to information about the Company's capital.
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148
VI. – Internal control and risk management procedures
A. – Fimalac Group internal control objectives
The Fimalac Group's internal control procedures are designed to obtain assurance that:
All management actions and transactions conform to the Group's overall strategy, as decided by the
Board of Directors, and comply with the applicable laws and regulations, as well as with the Group's
internal standards, rules and corporate values.
The behavior of Group employees complies with the above requirements, and the financial
information submitted to the Board of Directors and disclosed to shareholders and other external
parties is fairly stated.
The aims of the internal control system include protecting and safeguarding the Group's assets, as well as
preventing and minimizing the risks of error and fraud. However, no internal control system can provide
absolute assurance that risks of errors and fraud have been completely eliminated or brought under control.
In accordance with the reference framework (Cadre de Référence) published on October 31, 2006 by the
French securities regulator (AMF) and the related guidelines for its application to financial and accounting
information published by listed companies, Fimalac considers that its internal control system as a whole
contributes to the control over its activities, to the efficiency of its operations and to the efficient utilization of
its resources.
These procedures will be applied progressively to companies in the Digital Division (Webedia) and the
Entertainment Division, in line with the Group's policy of including newly acquired companies in the internal
control system.
In companies where Fimalac exercises significant influence, responsibility for operational controls lies
primarily with their management. However, wherever appropriate, the Company has set up Strategy and
Finance Committees in agreement with the majority shareholders of the companies concerned. With regard to
subsidiaries, in principle Fimalac's control extends only to monitoring compliance with Group strategy and
overseeing the subsidiaries' financial performance. An Audit and Risks Committee has been set up for
Webedia, chaired by a member of the Fimalac Board (Thierry Moulonguet). In 2016, a similar committee will
be set up for the Entertainment Division, also chaired by Thierry Moulonguet.
The Auditors have issued a report on the section of this report describing the procedures for the preparation
and processing of financial and accounting information. This discussion therefore focuses on the procedures
concerning financial and accounting information prepared for shareholders.
B. – An internal control system tailored to the Group's specific organization structure
The organization of the Fimalac Group's internal control system mirrors its management organization:
Embedded controls – Each function in each subsidiary is responsible for defining an internal control system
that enhances the execution of transactions, protects the business's assets and contributes to managing the risks
associated with the business. Decentralization of the accounting and finance functions strengthens the
accountability of the subsidiaries' chief executives and chief financial officers for the reliability of financial
data.
A full set of delegations of authority – Management of the Fimalac Group is based on an extensive system of
delegations of authority, backed by controls to ensure that these delegations are not exceeded. The system
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149
makes each manager accountable for the implementation of Group and subsidiary-level policies, as well as for
the execution of the decisions and strategies of the Board of Directors, and for compliance with local laws and
regulations.
The principle of segregation of tasks – This principle applies mainly to the segregation of operating and
finance functions. Most Group units have their own finance function, which is responsible for management
reporting and contributes to measuring performance as well as providing assurance about the reliability of
information. Fimalac's consolidation department performs controls and consistency tests on financial and
accounting data, using computerized reporting applications and procedures.
The Chairman of the Fimalac Board of Directors also acts as Chief Executive Officer, with responsibility for
managing the Group. The bylaws do not contain any clauses restricting the powers of the Chairman, who is
nevertheless bound by the Board of Directors' internal rules.
The main internal control structures are as follows:
The Boards of Directors/Supervisory Boards of the subsidiaries and main associates – In each of
Fimalac's subsidiaries and main associates, the Board of Directors determines the company's strategy
and oversees its implementation. In companies with a two-tier governance structure, the Supervisory
Board oversees management of the business by the Management Board. The Board reviews all issues
concerning the company's efficient operation and makes related decisions, in line with the powers
vested in the directors by company law. The Board of Directors/Supervisory Board performs all
controls and procedures that it considers necessary. Before each meeting, the directors/Supervisory
Board members – who generally include representatives of Fimalac – receive all the information
required to enable them to exercise their judgment and they also have the right to obtain any and all
other documents that they consider useful. In addition, Finance and Strategy Committees have been set
up by the Group where appropriate to regularly monitor these entities.
The Fimalac Audit Committee is responsible for informing the Fimalac Board of Directors of its
opinion on the annual and interim financial statements. The Audit Committee reviews the financial
statements and the accounting policies applied, and examines the scope of consolidation. The
Committee ensures that it is informed of all material risks and off-balance sheet commitments. It
obtains assurance that auditor independence rules are complied with.
Group Budget Control – The Budget Control Department monitors actual monthly performance
compared to the budget, financial forecasts and cash forecasts. It also ensures that financial reporting
procedures followed by the Group’s subsidiaries are appropriate. Finance Committees have been set up
by Fimalac for Groupe Barrière, Webedia and the Entertainment Division. These committees meet at
monthly intervals.
The Group Finance Department monitors interest rate, liquidity and other financial risks, investments
of the Group's available cash, accounting principles, procedures for preparing financial statements,
results forecasts and the estimates necessary for preparing the financial statements. Key metrics, such
as actual and forecast cash positions, exposure to interest rates and subsidiary performance indicators,
are reviewed regularly to enable the necessary measures to be taken to limit the Group's exposure to
these risks.
The accounting rules issued by the individual subsidiaries ensure that financial information for each subsidiary
is fairly stated. The consolidated financial statements have been prepared in accordance with International
Financial Reporting Standards since January 1, 2005. The consolidation packages sent to Fimalac by the
subsidiaries are prepared in accordance with IFRS based on an accounting manual drawn up by Fimalac.
Fimalac's accounting and finance teams are responsible for preparing the Company and Group financial
statements under the supervision of the Chairman and Chief Executive Officer. Budget and monthly reporting
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procedures are used by Fimalac to help it to oversee the subsidiaries' operations. Based on the reporting
packages submitted by each of the subsidiaries, Fimalac's accounting and finance teams prepare quarterly
financial information as well as the interim and annual consolidated financial statements in accordance with
IFRS.
Although they are not part of the internal control system, during their audit and as required by their
professional standards, the external auditors review the accounting and internal control systems that have an
impact on the representations underlying the financial statements. They assess whether the financial statements
have been prepared in accordance with generally accepted accounting principles in order to obtain assurance
that Fimalac's financial information complies with the true and fair view principle. They present an annual and
half-yearly summary of their audit findings to the Group Finance Department and the Audit Committee,
thereby reinforcing Fimalac's internal control system. Wherever possible, the subsidiaries are audited by the
local offices of the Group auditors, to guarantee a consistent approach.
C. – Continuous implementation of internal control
Control procedures are managed and implemented on a continuous basis. The adequacy of controls and any
action to address risks more effectively are verified in real time.
The budget process – The Group has set up a decentralized, bottom-up budget process designed to increase the
accountability of the subsidiaries' chief executives for meeting budget objectives. This process represents the
cornerstone of the system used to measure the performance of the Group's subsidiaries (mainly at the level of
the Fitch, Vega, 3S and Webedia sub-groups) and of Groupe Barrière.
Information and approval system – The management and financial reporting systems are backed by
applications that generate daily cash reports, as well as requests for approval of investment and divestment
projects, requests for loan guarantees and banking or customs signature authority.
Fimalac has set up or arranged for its subsidiaries and associates to set up resources that enable them to obtain,
on a timely basis, the reliable information they need to fulfill their responsibilities. These include:
Internal information systems, such as computer applications.
Documents describing the various cross-functional committees, their meetings and the decisions made.
Internal communication of management data, such as internal reporting documents used to monitor
subsidiaries and cash positions, and management accounting documents.
Monthly reporting data for the Group's main sub-groups and associates when available.
Procedure for listing and monitoring off-balance sheet commitments – Material contracts entered into by
Fimalac are reviewed as required by the legal team to identify the commitments involved. The Group Finance
Department is consulted whenever its input is deemed necessary.
D. – Control procedures of the main sub-groups
1. – Fitch Group
For the Fitch sub-group, Fimalac fulfills its oversight duty by obtaining and utilizing the following
information:
Budgets discussed and approved prior to the start of the fiscal year.
A "newsflash" at the beginning of each month showing the revenues generated by the various ratings
segments, analyzed by major geographical segment.
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Monthly income statements, with budget-actual comparisons and explanations of the main variances.
Monthly cash reports.
Detailed monthly employee data.
Investment project status reports, including a discussion of how the projects fit in with the overall
strategy established by the Board of Directors.
Some information system adjustments have been made over the years as part of the drive to fine-tune analytic
resources for Fitch Group and Fimalac managers. In particular, in addition to the standard financial reporting
system, a "like-for-like" reporting system has been developed to automatically eliminate the effects of changes
in exchange rates and changes in the scope of consolidation, so as to enable management to monitor
underlying fluctuations more effectively in a volatile exchange rate environment.
Particular attention is paid at Fitch Group corporate level and at the level of the individual units to factors that
could have a material impact on the financial statements, with significant input from the auditors. These factors
include:
Revenue recognition rules, particularly deferred recognition.
Employee compensation and incentive policies.
Computations of current and deferred taxes, which are made more complex by Fitch Group's
increasingly international business base and the use of group relief systems.
Legal and regulatory matters.
Each sub-group submits a detailed reporting package comprising an income statement, a balance sheet and a
business analysis. Detailed instructions and reporting deadlines are issued for the preparation of half-yearly
reports.
The packages are reviewed by a central team that monitors the accounting treatment of transactions throughout
the year, generates eliminations and consolidation adjustments, and validates the highest risk items. Group
controllers make regular visits to the operating units to monitor performance, review procedures, participate in
hard-close meetings and address any one-off issues.
Strategic and operational meetings are also regularly organized, notably by the Strategy Committee, in
accordance with the management agreement signed by the parties responsible for managing the sub-group.
An Audit Committee was set up in late 2012 within Fitch Group. The Committee is made up of one
representative each from Fimalac and Hearst and is tasked with reviewing Fitch Group's financial statements.
A Remunerations and Nominations Committee has also been established, comprising one representative each
from Fimalac and Hearst.
2. – Groupe Barrière
Since acquiring a 40% stake in Groupe Barrière, Fimalac has been working to establish a reporting system
similar to those used with its other subsidiaries and associates. The following information is reported:
Budgets discussed and approved prior to the start of the fiscal year.
Monthly income statements for each activity, with budget-actual comparisons and explanations of the
main variances.
Monthly cash reports.
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Investment project status reports, including a discussion of how the projects fit in with the overall
strategy established by the Board of Directors.
Strategic and operational meetings are also regularly organized, notably by the Strategy or Finance Committee
and the Audit Committee.
3. – Entertainment Division (live entertainment production, venue management, ticketing solutions, services,
etc.)
Fimalac has set up a reporting system to obtain information from the Entertainment Division entities. Different
systems apply for subsidiaries on the one hand and affiliates on the other. Within subsidiaries, periodic
meetings are organized with the management team, and reporting packages are regularly sent to Fimalac,
enabling the Company to have a steady flow of detailed information on the subsidiaries' operations and
commitments.
The regular flow of information from affiliates is assured via the different committees set up within these
companies and Fimalac's close relations with their management.
An Entertainment Division Finance Committee was set up in late 2014.
4. – Digital Division
Since Fimalac became a shareholder of Webedia, it has been gradually setting up a Group reporting system for
the sub-group (including the companies recently acquired by Webedia) that is comparable to those used by its
historical businesses. A budget is prepared for the entire Digital Division each year. As the business grows and
is expanded, it will become necessary to deploy the same internal control procedures in each of the companies
in the Division, with certain adjustments to take into account their respective sizes and the specific features of
their activities.
Strategic and operational meetings are also regularly organized, notably by the Strategy or Finance
Committees. The Finance Committee is made up of Webedia line managers and its Finance Director, and of
representatives of Fimalac's Finance, Legal or Internal Control Departments. The Committee meets at least
once a month.
Strategy Committee members include the members of Webedia's Management Board and Fimalac's Chairman
and Chief Executive Officer.
An Audit and Risks Committee has also been set up, chaired by a member of the Fimalac Board (Thierry
Moulonguet).
5. – Fimalac (parent company)
Regular assessments are made of the Company's exposure to risks relating to warranties and litigation as well
as to broad financial risks. The assessments are submitted to the Audit Committee for review.
Risk information is submitted by the accounting and finance teams, mainly in the subsidiaries' reporting
packages, or by the legal or administrative teams, as appropriate. Once identified, risks are measured internally
and, where necessary, are discussed among the different Fimalac units concerned. At Fimalac's discretion,
external advisors are retained to make their own risk assessment and provide expertise on any specific
concerns. When necessary, Fimalac also calls on its subsidiaries' internal teams or their advisors to evaluate the
risks that have been brought to its attention through the reporting system. Depending on the type of risks
concerned and the amounts involved, the information may be reported to executive management who, after
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discussing these risks with Fimalac's legal, accounting and finance teams and its advisors, decide whether or
not to set aside a provision or take any other action to protect the Company's interests.
Fimalac's main risk exposures are discussed in the "Risk Factors" section of the Board of Directors' report.
As short-term investments and debt are centralized for the most part at the level of the parent company and the
intermediate holding companies, increased vigilance is necessary over cash and debt management processes. A
Finance Committee meets regularly at Fimalac's headquarters to review detailed cash reports and make
necessary decisions regarding short-term investments and banking relationships.
Paris, March 14, 2016
Marc Ladreit de Lacharrière
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BOARD OF DIRECTORS' INTERNAL RULES
I. – Role and responsibilities of the Board of Directors
The directors and non-voting directors shall each contribute their business skills and experience.
They have a duty of vigilance and shall freely exercise their judgment in all matters. They shall participate
independently in the decisions or work of the Board of Directors and, where applicable, the Committees of the
Board, according to their personal judgment of the issues.
In addition to the matters that fall within the competence of the Board of Directors pursuant to the applicable
laws and regulations, which include determining the Company's strategy and exercising oversight of the
Company's activities, the Board shall be responsible for approving transactions that may have a material
impact on the Group's structure, including acquisitions and divestments for a net amount in excess of
€100 million, as well as transactions or agreements giving rise to a material commitment for the Company or
the Group. The Board shall also be responsible for approving the reports of the Audit Committee and the
Selection, Nominations and Remunerations Committee. The Board may consult the Executive Committee at
any time in the event of the Chairman's permanent incapacity or death.
II. – Board practices
A. – Calling Board meetings
Meetings of the Board of Directors shall be called by the Chairman.
If the Chairman is prevented from calling a Board meeting, the meeting may be called by the Vice-Chairman if
one has been appointed.
If the Board has not met for over two months, or in an emergency, a group of directors representing at least
one-third of the Board members may call a Board meeting with a specific agenda.
In accordance with the law and the Company's bylaws, Board meetings may be called by any appropriate
method, including orally. Notice of meeting may be sent or given to directors by the Secretary of the Board.
Except in special circumstances, notice of meeting shall be sent at least eight days prior to each meeting. The
notice of meeting shall stipulate the meeting venue, which may be the Company's headquarters or any other
location.
B. – Information given to directors and non-voting directors
At the time of his or her election and during his or her term of office, each director or non-voting director shall
receive any training that he or she considers necessary to fulfill his or her duties. Such training will be
organized, proposed and paid for by the Company.
The Company shall regularly give all of the directors and non-voting directors any and all relevant
information, favorable or otherwise, including articles published in the press and analysts' research reports.
The directors and non-voting directors shall ensure that they have all information that they consider essential to
permit the Board of Directors to fulfill its role and responsibilities. They must ask for any such information
that is not given to them. Requests for such information shall be made to the Chairman and Chief Executive
Officer, who shall be required to give to each member of the Board of Directors any and all documents and
information needed to permit them to fulfill their role and responsibilities.
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C. – Meetings of the Board of Directors
The Board of Directors meets at least four times a year, and more frequently if necessary in the interests of the
Company.
The dates of the following year's meetings shall be set at the latest during the final meeting of the previous
year, other than for special meetings.
Whenever necessary, the Board of Directors may invite non-Board members to attend its meetings, including
line managers concerned by the issues discussed by the Board.
D. – Participation by videoconference or conference call
As allowed by the applicable laws and regulations, directors who participate in Board meetings by means of
videoconferencing or conference call facilities shall be considered as being present for the purpose of
calculating the quorum and voting majority, provided that the said facilities enable the directors to be properly
identified and guarantee their effective participation.
Participation by videoconference or conference call will not be allowed, however, at meetings called to
approve the financial statements of the Company and the Group or the Board of Directors' management report
on the activities of the Company and the Group.
E. – Minutes
Other than in exceptional circumstances, a draft of the minutes of the last Board meeting shall be sent to the
directors and non-voting directors at the latest with the notice of the following meeting.
The minutes shall list the names of any directors who took part in the proceedings by videoconference or
conference call. Where appropriate, they shall also describe any technical incidents during the videoconference
or conference call that disrupted the proceedings.
At each location other than the meeting venue, the director participating by videoconference or conference call
shall sign a loose attendance sheet for him or herself and for any director that he or she is representing by
proxy. The Secretary of the Board shall attach said sheet to the attendance register and shall obtain any
available evidence of the director's participation by videoconference or conference call.
III. – Committees of the Board
Article R.225-29 of the French Commercial Code and the final paragraph of article 24 of the bylaws authorize
the Board of Directors to set up committees responsible for making recommendations to the Board on specific
matters. These committees represent an extension of the Board. Their members shall be appointed by the
Board and may or may not be directors.
The committees' remit shall be set by the Board of Directors, along with the fees, if any, to be paid to their
members.
Each committee shall elect its chairman.
The term of office of Audit Committee and Selection, Nominations and Remunerations Committee members
shall be determined by the Board of Directors. Where they are also directors of the Company, they shall be
appointed for a period that ends when their term as director expires.
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The members of the Executive Committee and the Committee for the Selection of the Chairman and Chief
Executive Officer shall be appointed for a three-year term.
The committees may seek advice and assistance from outside parties within the limits of their remit, provided
that the Chairman of the Board of Directors is notified in advance.
The Board shall be assisted in its work by an Audit Committee, a Selection, Nominations and Remunerations
Committee, a Committee for the Selection of the Chairman and Chief Executive Officer and an Executive
Committee.
A. – Audit Committee
The Audit Committee shall have at least three members, all of whom shall be independent directors,
recognized as such according to the independence criteria set forth in the MiddleNext corporate governance
code. All of the members of the Audit Committee shall be competent in financial or accounting matters.
The Audit Committee shall draw up its own rules, describing its precise remit and rules of procedure. These
rules shall be submitted for approval to the Board of Directors, which shall have sole responsibility for
determining the Committee's broad remit.
The Audit Committee's reports to the Board of Directors shall be sufficiently detailed to ensure that the Board
is fully informed. Each director and non-voting director shall receive a copy of the Committee's minutes.
B. – Selection, Nominations and Remunerations Committee
The Selection, Nominations and Remunerations Committee shall have at least two members, who shall be
either directors or non-voting directors. At least half of the members must be independent directors. The
Chairman and Chief Executive Officer shall attend meetings of the Committee at which selection and
nomination issues are discussed.
The Selection, Nominations and Remunerations Committee shall draw up its own rules, describing its precise
remit and rules of procedure. These rules shall be submitted for approval to the Board of Directors, which shall
have sole responsibility for determining the Committee's broad remit.
Concerning selection and nomination issues, except for those matters that fall within the specific remit of the
Committee for the Selection of the Chairman and Chief Executive Officer, the Selection, Nominations and
Remunerations Committee shall make recommendations to the Board of Directors concerning the membership
of the Board, the search for potential candidates for election to the Board and the desirability of proposing
incumbent directors for re-election.
Concerning remuneration issues, the Committee shall make recommendations to the Board concerning
executive directors' compensation, including any bonus and incentive plans. The Committee shall be informed
of the general compensation and benefits policies of the Company and its subsidiaries, as well as of the
compensation and benefits awarded to the Chairmen of the main subsidiaries, and shall be entitled to obtain all
information that it considers necessary in this regard. The Committee shall draw up a presentation document
for the Board of Directors.
No golden parachutes or top hat pensions may be granted to executive directors. However, in exceptional
circumstances, the Selection, Nominations and Remunerations Committee shall meet to review the matter and
submit a report to the Board of Directors, which shall have sole authority to waive or uphold this rule on a
case-by-case basis.
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The Selection, Nominations and Remunerations Committee's reports to the Board of Directors shall be
sufficiently detailed to ensure that the Board is fully informed. Each director and non-voting director shall
receive a copy of the Committee's minutes.
C. – Executive Committee
In the event of the incumbent Chairman's permanent incapacity or death and the appointment of a new
Chairman and Chief Executive Officer or Chief Executive Officer, an Executive Committee shall be set up
with responsibility for examining and advising the Fimalac Board of Directors on the Group's strategic,
economic, commercial, financial and technological objectives and the management of subsidiaries.
It shall have five members, appointed for a three-year term.
The Executive Committee shall draw up its own rules, describing its precise remit and rules of procedure.
These rules shall be submitted for approval to the Board of Directors.
The Executive Committee's reports shall be sufficiently detailed to ensure that the Board of Directors is fully
informed. Each director and non-voting director shall receive a copy of the Committee's minutes.
D. – Committee for the Selection of the Chairman and Chief Executive Officer
Before deciding on the choice of Chairman and Chief Executive Officer, the Board of Directors shall consult a
special committee made up of qualified individuals appointed for a three-year term.
In the event of the incumbent Chairman's permanent incapacity or death, the Committee's role shall be to make
recommendations to the Board concerning the choice of candidate for appointment as Chairman and Chief
Executive Officer. The Committee shall draw up its own rules, describing its precise remit and rules of
procedure. These rules shall be submitted for approval to the Board of Directors.
The Committee shall have five members, appointed for a three-year term.
Recommendations concerning the Chairman and Chief Executive Officer's compensation package shall be
made exclusively by the Selection, Nominations and Remunerations Committee and not by the Committee for
the Selection of the Chairman and Chief Executive Officer.
The reports of the Committee for the Selection of the Chairman and Chief Executive Officer to the Board of
Directors shall be sufficiently detailed to ensure that the Board is fully informed. Each director and non-voting
director shall receive a copy of the Committee's minutes.
IV. – Duties of the directors and non-voting directors
A. – General principle
Each director and non-voting director shall be familiar with the Company's bylaws, the rules applicable to
French joint stock corporations (sociétés anonymes) administered by a Board of Directors, and the rules
governing the possession and use of insider information.
B. – Protecting the Company's interests
The directors shall act in all circumstances in the Company's interests.
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Directors shall notify the Board of Directors of any actual or potential conflicts of interests and shall refrain
from taking part in any decisions where such a conflict exists or may exist.
C. – Duty of diligence
The directors and non-voting directors shall devote the necessary time and attention to their duties.
They shall limit the number of directorships held in order to have sufficient free time to devote to the business
of the Board.
They shall undertake to participate in all Board meetings, if necessary by videoconference or conference call,
unless they have serious and valid reasons for being absent, to participate in all Shareholders' Meetings to the
extent possible, and to participate in all meetings of Committees of the Board of which they are members.
D. – Duty of discretion and confidentiality
The directors and non-voting directors shall not comment personally, outside meetings of the Board, on the
matters discussed during Board meetings. All communications to third parties outside the Company shall be
issued in the name of the Board of Directors as a whole, generally in the form of press releases intended to
inform the public.
Each director and non-voting director shall be bound by a duty of confidentiality that extends beyond the duty
of discretion provided for in the fifth paragraph of article L.225-37 of the French Commercial Code (Code de
Commerce), covering all information obtained in his or her capacity as director or non-voting director that is
not publicly available.
Any director or non-voting director who fails to comply with the duty of discretion provided for in
article L.225-37 of the French Commercial Code will be required to resign. If he or she does not resign, a
resolution will be presented at the next Shareholders' Meeting to remove said director or non-voting director
from office.
E. – Stock market ethics
1. – Principles
Individual directors, permanent representatives of corporate directors and non-voting directors shall comply
with the provisions of article L.465-1 of the French Monetary and Financial Code (Code Monétaire et
Financier) and articles 621-1 to 622-2 of the General Regulations of the Autorité des Marchés Financiers
(AMF) with respect to all inside information that comes into their possession in the course of their duties.
Each director, permanent representative of a corporate director and non-voting director shall be personally
responsible for assessing whether any information that comes into their possession qualifies as insider
information, determining whether said information may or may not be used or disclosed to any other party, and
whether or not he or she may validly carry out transactions in the Company's shares, directly or indirectly, on
the strength of said information.
Directors and non-voting directors are prohibited from carrying out any transactions in the Company's shares
during the period preceding the publication of inside information and it is recommended that they also refrain
from carrying out any such transactions during the 15 days preceding the announcement of the Company's
annual and interim results.
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2. – Obligation to report transactions in the Company's shares
In accordance with article L.621-18-2 of the French Monetary and Financial Code, directors, non-voting
directors and permanent representatives of corporate directors or non-voting directors are required to report
within five trading days to the AMF and to the Secretary of the Board of Directors any transactions in Fimalac
shares carried out either directly or by persons with whom they have close personal ties.
F. – Minimum shareholding requirements
Each director must hold at least 450 shares of the Company, no later than 18 months after the date of his or her
election to the Board for the first time.
V. – Remuneration of the directors and non-voting directors
Directors and non-voting directors shall be paid attendance fees. The total fees shall be determined by the
Annual Shareholders' Meeting and shall be allocated among directors and non-voting directors at the Board's
discretion.
Part of the total shall be allocated among the directors and non-voting directors and part shall be used to pay an
additional fee to directors and non-voting directors who are members of the Committees of the Board. The fee
awarded to each non-voting director shall represent two-thirds of the fee awarded to each director. Part of the
fee will be fixed and part will vary depending on the individual's attendance record at Board Meetings held
during the year concerned.
VI. – Assessment of Board performance
Part of at least one Board meeting per year shall be devoted to reviewing the Board's performance. In addition,
a formal assessment shall be drawn up at least once every three years. The assessment may be conducted by an
independent director, with the assistance of an outside advisor. Shareholders shall be informed every year, in
the Annual Report, of the results of the performance assessment and of any action taken as a result thereof.
VII. – Amendments to the internal rules
These internal rules may be amended by decision of the Board of Directors.
VIII. – Other
These internal rules will be published in full in the Company's annual report.
The annual report will also include full biographical details about each director and non-voting director.
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7.2.2. – STATUTORY AUDITORS' REPORT ON THE CHAIRMAN'S REPORT This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely
for the convenience of English speaking readers. This report should be read in conjunction with, and
construed in accordance with, French law and professional auditing standards applicable in France.
To the shareholders,
In our capacity as Statutory Auditors of Fimalac and in accordance with article L.225-235 of the French
Commercial Code (Code de Commerce), we present below our report on the report prepared by the Chairman
of Fimalac in accordance with article L.225-37 of said Code for the year ended December 31, 2015.
It is the Chairman's responsibility to prepare, and submit to the Board of Directors for approval, a report
describing the internal control and risk management procedures implemented by the Company and providing
the other information required by article L.225-37 of the French Commercial Code in particular relating to
corporate governance.
It is our responsibility:
- To report to you on the information set out in the Chairman’s report on internal control and risk
management procedures relating to the preparation and processing of financial and accounting
information.
- To attest that the report sets out the other information required by article L.225-37 of the French
Commercial Code, it being specified that it is not our responsibility to assess the fairness of this
information.
We conducted our work in accordance with the professional guidelines applicable in France.
Information concerning the internal control and risk management procedures related to the preparation
and processing of accounting and financial information
The professional standards require that we perform procedures to assess the fairness of the information on
internal control and risk management procedures relating to the preparation and processing of financial and
accounting information set out in the Chairman’s report. These procedures mainly consisted of:
- Obtaining an understanding of the internal control and risk management procedures relating to the
preparation and processing of financial and accounting information on which the information presented in
the Chairman's report is based, and of the existing documentation.
- Obtaining an understanding of the work performed to support the information given in the report and of
the existing documentation.
- Determining if any material weaknesses in the internal control procedures relating to the preparation and
processing of financial and accounting information that we may have identified in the course of our work
are properly described in the Chairman's report.
On the basis of our work, we have no matters to report on the information given on internal control and risk
management procedures relating to the preparation and processing of financial and accounting information, set
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out in the Chairman of the Board’s report, prepared in accordance with article L.225-37 of the French
Commercial Code.
Other information
We attest that the Chairman’s report sets out the other information required by article L.225-37 of the French
Commercial Code.
Neuilly-sur-Seine and Paris, March 29, 2016
The Statutory Auditors
PricewaterhouseCoopers Audit Cagnat & Associés
David Clairotte Pierre Mercadal
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7.3. – INFORMATION ABOUT DIRECTORS AND NON-VOTING DIRECTORS
All of the members of the Board of Directors are of French nationality.
Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer
Business address: 97 rue de Lille, 75007 Paris, France
Born on November 6, 1940; aged 75
First elected: June 14, 1990 as director and April 21, 1993 as Chairman
Re-elected: February 14, 2012
Current term expires: 2016 Annual Shareholders' Meeting
Number of shares held directly at December 31, 2015: 80,450
Biographical details
After graduating from Ecole Nationale d'Administration, Marc Ladreit de Lacharrière began his career with
Banque de Suez et de l'Union des Mines, which merged with Banque de l'Indochine to form Indosuez. In 1976,
when he held the position of Investment Banking Director, he left Indosuez to join L'Oréal as Chief Financial
Officer, rising to the position of Vice-Chairman and Deputy Chief Executive Officer.
In March 1991, he left L'Oréal to set up his own company, Fimalac.
Other directorships and executive positions held in 2015
Member of the Institut de France (Academy of Fine Arts)
Chairman of the Board of Directors of:
Fitch Group (United States)
Agence France-Museums
Chairman of the Management Board of:
Groupe Marc de Lacharrière
Chairman of the Supervisory Board of:
Webedia
Director of:
Casino*
Gilbert Coullier Productions (SAS)
Groupe Barrière (SAS)
Renault*
Société Fermière du Casino Municipal de Cannes (SFCMC)*
* listed companies
Permanent representative of Fimalac on the Board of:
NextRadioTv
Permanent representative of Financière de l’Océan Indien SA on the Board of:
Ciel Ltd
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Honorary Chairman of:
Comité National des Conseillers du Commerce Extérieur de la France
Legal Manager of:
Fimalac Participations Sarl (Luxembourg)
Senior Strategic Partner
Warburg Pincus (United States)
Member of the Board of the following non-profit organizations:
Culture & Diversité Foundation
Conseil Artistique des Musées Nationaux
Fondation des Sciences Politiques
Fonds de dotation Abbaye de Lubilhac
Other directorships and executive positions held during the last five years
Chairman of:
Fitch Ratings (United States)
Director of:
L'Oréal
Member of the Board of the following non-profit organizations:
Fondation Bettencourt Schueller
L'Oréal Corporate Foundation
Musée des Arts Décoratifs
Additional Information
Marc Ladreit de Lacharrière is the first cousin of Bernard Pierre, a director of Fimalac.
* * *
Pierre Blayau, director and member of the Audit Committee
Chairman of CCR
Business address: 157 boulevard Haussmann, 75008 Paris, France
Born on December 14, 1950; aged 65
First elected: June 11, 2013
Current term expires: 2017 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 450
Biographical details
A graduate of Ecole Normale Supérieure de St Cloud, Ecole Nationale d'Administration and Institut d’Etudes
Politiques de Paris (IEP), Pierre Blayau began his career with the French civil service (Inspection Générale des
Finances) in 1978, before moving to the Saint-Gobain Group in 1982 to take up the position of Corporate
Planning Director.
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164
Between 1984 and 1993, he successively held the positions of Chief Financial Officer, Chief Executive Officer
and Chairman and Chief Executive Officer of the Pont-à-Mousson Group. Chairman of the Pinault-Printemps
Group from 1993 to 1995, he also served as Chairman of FNAC and La Redoute from 1994. In 1996, he was
named Chairman of the Moulinex Group, a position he held until December 2000 when Moulinex merged with
Brandt.
In January 2001, he took up the position of Chairman and Chief Executive Officer of Geodis, and in
May 2008, following SNCF's takeover of Geodis, he was appointed to head the new SNCF Geodis (Transport
and Logistics) Division.
Pierre Blayau served as Chairman of the Supervisory Board of Areva from June 2013 until January 8, 2015,
and on January 14, 2015 was named Chairman of Caisse Centrale de Réassurance.
Other directorships and executive positions held in 2015
Chairman of:
Caisse Centrale de Réassurance
Harbour Conseils (SAS)
Director of:
Société d'édition de Canal Plus
Cellnex Telecom SA
Other directorships and executive positions held during the last five years
Chairman and Chief Executive Officer of:
Geodis
Chairman of the Board of Directors of:
Financière Erwewa SA (Switzerland)
Geodis
Erwewa Holding
Transport et Logistique Partenaires
Chairman of:
Geodis Freight Forwarding (SAS)
Transport Ferroviaire Holding
Chairman of the Supervisory Board of:
Areva
Société de Transports de Véhicules Automobiles – STVA
European TK'Blue Agency
Chief Executive Officer of:
SNCF Geodis
Member of the Supervisory Board of:
Société de Transports de Véhicules Automobiles – STVA
Director of:
Geodis
Geodis Holding Italia
Erwewa Holding
Transport et Logistique Partenaires
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Transport Bernis
Financière Erwewa SA (Switzerland)
Member of the Managing Board of:
Geodis Freight Forwarding (SAS)
Chairman of the Human Resources Committee of:
Financière Erwewa SA (Switzerland)
Member of the Investment Committee of:
Arkea Capital Partenaire
* * *
Pierre Castres Saint-Martin, director
Born on April 12, 1936; aged 80
First elected: June 26, 1998
Re-elected: June 10, 2015
Current term expires: 2019 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 450
Biographical details
Pierre Castres Saint-Martin is a graduate of the HEC business school.
Between 1962 and 1979, he held various management positions with Banque Générale Industrielle La Hénin
(renamed Banque Indosuez).
In 1979, he joined L'Oréal as Legal Director. He subsequently held the positions of Chief Financial Officer and
General Counsel, Vice-President responsible for General Management and Administration, and Deputy Chief
Executive Officer. He retired in 1999.
Other directorships and executive positions held in 2015
None.
Other directorships and executive positions held during the last five years
Director of:
Fitch Ratings Ltd
* * *
Clarisse Ladreit de Lacharrière, director
Founder and legal manager of the menswear brand Gili's
Business address: 28 rue Saint-Claude, 75003 Paris, France
Born on March 7, 1986; aged 30
First elected: June 17, 2014
Current term expires: 2018 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 450
Corporate governance
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Biographical details
A graduate of ESSCA and IFM, Clarisse Ladreit de Lacharrière joined A.P.C. in 2011 as product manager
responsible for the technical development of the brand's accessories (leather goods, shoes, belts, jewelry,
textile accessories). In 2014, she set up Gili's, a men's swimwear brand, and is currently managing the brand's
development.
Other directorships and executive positions held in 2015
Member of the Management Board of:
Groupe Marc de Lacharrière
Other directorships and executive positions held during the last five years
Chairman of the Supervisory Board of:
Groupe Marc de Lacharrière
Clarisse Ladreit de Lacharrière is the daughter of Marc Ladreit de Lacharrière.
* * *
Eléonore Ladreit de Lacharrière, director
Executive Officer of the Culture & Diversité Foundation
Business address: 97 rue de Lille, 75007 Paris, France
Born on October 12, 1979; aged 36
First elected: February 9, 2010
Re-elected: June 17, 2014
Current term expires: 2018 Annual Shareholders' Meeting
Number of shares held directly at December 31, 2015: 450
Biographical details
A graduate of Paris Dauphine University and ESSEC Business School, Eléonore Ladreit de Lacharrière began
her career in India working for an NGO specialized in micro-credit programs for the poor. Since returning to
France, she has headed Fimalac's Culture & Diversité Foundation, which was created in 2006 by Marc Ladreit
de Lacharrière to set up cultural programs that foster social integration and equal opportunity for children
attending schools in disadvantaged neighborhoods.
Other directorships and executive positions held in 2015
Member of the Management Board of:
Groupe Marc de Lacharrière
Executive Officer of:
Culture & Diversité Fondation
Chairman of the Board of Directors of:
Musée Rodin
Association Trophée d’Impro Culture & Diversité
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167
Director of:
Ecole d’architecture de la ville et des territoires à Marnes la Vallée
Centre Français des Fonds et des Fondations
Fondation Kenza
Fondation Léopold Bellan
Permanent representative of Groupe Marc de Lacharrière on the Board of:
Fimalac*
* listed company
Member of the Diversity Committee of Institut Pratique du Journalisme-Paris Dauphine.
Member of the Diversity Center of the Conseil Supérieur de l’Audiovisuel (CSA).
Other directorships and executive positions held during the last five years
Director of:
Fimalac Développement (Luxembourg)
Fonds Philanthropie
Eléonore Ladreit de Lacharrière is the daughter of Marc Ladreit de Lacharrière.
* * *
Jérémie Ladreit de Lacharrière, director
Born on June 25, 1977; aged 38
Business address: 101 rue de Lille, 75007 Paris, France
First elected: February 9, 2010
Current term expires: 2018 Annual Shareholders' Meeting
Number of shares held directly at December 31, 2015: 450
Biographical details
After graduating from Paris Dauphine University and the EPITA Graduate School of Computer Science,
Jérémie Ladreit de Lacharrière joined Microsoft in 2000 as Technical Account Manager in charge of
integrating partner systems into the MSN Shopping platform. In 2003, he was appointed Technical Products
Manager for MSN and, in 2006, he joined the International Products team to head the Windows Live project.
He became Vice President at Vega in 2011 before taking up the position of legal manager of Pôle Nord
Evénements in 2012,when he was licensed to organize live entertainment events (licenses 2 and 3).
Other directorships and executive positions held in 2015
Member of the Management Board of:
Groupe Marc de Lacharrière
Permanent representative of Groupe Marc de Lacharrière on the Board of Directors of:
Vega
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Co-manager of:
Pôle Nord Evénements
Other directorships and executive positions held during the last five years
Chairman of the Supervisory Board of:
Groupe Marc de Lacharrière
Jérémie Ladreit de Lacharrière is the son of Marc Ladreit de Lacharrière.
* * *
Philippe Lagayette, Senior Independent Director, member of the Audit Committee and the Selection,
Nominations and Remunerations Committee
Born on June 16, 1943; aged 72
First elected: May 23, 2003
Re-elected: February 14, 2012
Current term expires: 2016 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 450
Biographical details
Philippe Lagayette is a graduate of Ecole Polytechnique and Ecole Nationale d'Administration.
1970: French civil servant (member of the Inspection Générale des Finances)
1974: Member of the Treasury department of the French Ministry of the Economy and Finance
1980: Under Director in the French Treasury Department
1981: Chief of staff for the French Minister of the Economy and Finance
1984: Deputy Governor of Banque de France
1992-1997: Chief Executive Officer of Caisse des Dépôts et Consignations
From July 20, 1998 to August 31, 2008, Philippe Lagayette ran JP Morgan's operations in France, as Chairman
and Chief Executive Officer of JP Morgan et Cie SA, the French subsidiary of the JP Morgan Chase Group.
From September 1, 2008 to January 31, 2010, he was Vice-Chairman of JP Morgan for the Europe/Middle
East/Africa (EMEA) region.
He is Chairman of the Fondation de Coopération Scientifique pour la Recherche sur la Maladie d'Alzheimer (a
French Alzheimer's research foundation) and the Fondation de France.
Other directorships and executive positions held in 2015
Senior Advisor:
Barclays (France)
Chairman of:
PL Conseils
Director of:
Kering (formerly PPR)*
Renault*
* listed companies
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169
Positions held in non-profit organizations
Chairman of:
Fondation de France
Fondation de Coopération Scientifique pour la Recherche sur la Maladie d'Alzheimer et les Maladies
Apparentées
Other directorships and executive positions held during the last five years
Chairman of:
Institut des Hautes Etudes Scientifiques
* * *
Bernard de Lattre, director and Chairman of the Selection, Nominations and Remunerations Committee
Born on August 21, 1948; aged 67
First elected: June 17, 2014
Current term expires: 2016 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 13,341
Biographical details
Bernard de Lattre is a graduate of Institut d'Etudes Politiques de Paris (IEP) and holds a doctorate in
economics and finance from Université Paris IX Dauphine. He began his career with Banque Indosuez, first in
Paris and then in London, before heading the Singapore subsidiary. He was subsequently named Director of
the Asia-Pacific Region and a member of the Indosuez Executive Committee. He joined Fimalac in 1996 as
International Development Director. In 1998, he took over responsibility for Fitch Ratings' subsidiaries in the
Europe/Middle East/Africa (EMEA) and Asia-Pacific Regions. He served as Chief Financial and
Administrative Officer of Fitch Group from 2010 until 2014.
Other directorships and executive positions held in 2015
Director of:
Fitch Group
Fitch Inc.
Fitch North Africa
Fondation Léopold Bellan
India Ratings and Research Pvt
North Colonnade Ltd
China LianHe Credit Rating Co Ltd
Korea Ratings
Member of the Supervisory Board of:
Groupe Marc de Lacharrière
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Other directorships and executive positions held during the last five years
Chairman of:
Fitch France
Executive Vice-President of:
Fitch Group
Director of:
BMI Ltd
Fitch Poland
Fitch Italia
Fitch France
* * *
Thierry Moulonguet, director and member of the Selection, Nominations and Remunerations Committee
Born on February 27, 1951; aged 65
First elected: February 9, 2010
Current term expires: 2018 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 450
Biographical details
Thierry Moulonguet is a graduate of Institut d'Etudes Politiques de Paris (IEP) and of Ecole Nationale
d'Administration (ENA) (class of 1976). Between 1976 and 1979, he worked in the Budget department of the
French Ministry of the Economy and Finance. From 1979 to 1981, he served in the Aquitaine regional
government's economic development unit. Returning to the Ministry of the Economy and Finance from 1981
to 1986, he worked in the Treasury department's enterprise financing unit before heading the multilateral
development assistance unit. He then joined the Commission Nationale de la Communication et des Libertés in
1986, where he headed the economic and financial analysis department until 1987. Between 1988 and 1990, he
served as chief of staff for Bernard Kouchner, France's Secretary of State for Humanitarian Action at the time.
Renault, 1991-1999
Vice President, Group Financial Relations, 1991-1996
Vice President, Capital Expenditures Controller, 1996-1999
Nissan (Tokyo), 1999-2003
Executive Vice President, Chief Financial Officer, member of the Executive Committee and the Board
of Directors
Renault, January 2004-April 2011
Executive Vice President and Chief Financial Officer, also in charge of Information Systems from
2004 to 2006 and of the Regional Management Committee for the Americas from 2006 to 2008
Member of the Executive Committee
Member of the Boards of Directors of RCI Banque and Renault Retail Group
Chairman of the Nominations Committee of Volvo AB
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Other directorships and executive positions held in 2015
Chairman and Chief Executive Officer of:
Revue des Deux Mondes
Vice-Chairman of the Supervisory Board of:
Webedia
Director of:
Fimalac Développement
Groupe Barrière
HSBC France
HSBC Europe
Prodways Group
Valeo*
* listed company
Other directorships and executive positions held during the last five years
Director of:
Avtovaz
Fitch Ratings Ltd
Fitch Group, Inc.
RCI Banque
Renault Retail Group
Ssangyong
Executive Vice President and Chief Financial Officer of:
Groupe Renault*
* listed company
Legal Manager of:
Conseil TM (now dissolved)
* * *
Jean-Charles Naouri, director and member of the Selection, Nominations and Remunerations Committee
Chairman of Euris – Chairman and Chief Executive Officer of Casino, Guichard-Perrachon
Business address: 83 rue du Faubourg Saint Honoré, 75008 Paris, France
Born on March 8, 1949; aged 67
First elected: May 30, 2006
Re-elected: June 17, 2014
Current term expires: 2018 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 1,006
Corporate governance
172
Biographical details
Jean-Charles Naouri is a graduate of Ecole Normale Supérieure (science major) and Ecole Nationale
d'Administration. He also studied at Harvard University. He began his career with the French Treasury
Department, as Inspecteur Général des Finances. In 1982 he was appointed chief of staff for the French
Minister of Social Affairs and National Solidarity and in 1984 took on the post of chief of staff for the French
Minister of the Economy, Finance and the Budget. In 1987, he created Euris, which became the controlling
shareholder of Rallye in 1991 and Casino in 1998. Jean-Charles Naouri has been Chairman and Chief
Executive Officer of Casino since March 2005.
Other directorships and executive positions held in 2015
Chairman of:
Euris (SAS)
Chairman and Chief Executive Officer of:
Casino, Guichard Perrachon*
Casino Finance
* listed company
Chairman of the Board of Directors of:
Companhia Brasileira de Distribuicao (CBD)*
Cnova N.V.* (until August 28, 2015 when his term as director expired)
Rallye*
Wilkes Participaçoes (until August 20, 2015 when his term as director expired)
* listed companies
Member of the Advisory Committee of:
Banque de France
Chairman/Honorary Chairman/Vice-Chairman of the following non-profit organizations:
Promotion des Talents (Chairman)
Fondation Euris (Chairman)
Institut de l'Ecole Normale Supérieure (Honorary Chairman and director)
Fondation Casino (Vice-Chairman)
Other directorships and executive positions held during the last five years
Chairman and Chief Executive Officer, then Chairman of the Board of Directors then Chairman of the
Supervisory Board of:
Monoprix
Chief Executive Officer of:
Rallye SA
Member of the Supervisory Board of:
Monoprix
Legal Manager of:
SCI Penthièvre Neuilly
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173
Chairman of the Board of Directors of:
Casino corporate foundation
Additional Information
Jean-Charles Naouri is Chairman and Chief Executive Officer of Casino, a company rated by Fitch Ratings.
* * *
Etienne Pflimlin, director
Chairman of Crédit Mutuel until October 14, 2010
Business address: 88/90 rue Cardinet, 75017 Paris, France
Born on October 16, 1941; aged 74
First elected: May 30, 2006
Re-elected: June 17, 2014
Current term expires: 2018 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 625
Biographical details
A graduate of Ecole Polytechnique and Ecole Nationale d'Administration, honorary advisor to the Cour des
Comptes (National Audit Office), Etienne Pflimlin is Honorary Chairman of Crédit Mutuel Centre Est Europe
and Banque Fédérative du Crédit Mutuel à Strasbourg and Honorary National Chairman of Crédit Mutuel.
Other directorships and executive positions held in 2015
Honorary Chairman of:
Banque Fédérative du Crédit Mutuel
Caisse Centrale du Crédit Mutuel
Caisse Fédérale de Crédit Mutuel
Confédération Nationale du Crédit Mutuel
Fédération du Crédit Mutuel Centre Est Europe
Société d'Etudes et de Réalisation pour les Equipements Collectifs – Soderec
Caisse de Crédit Mutuel Strasbourg Esplanade
Editions Coprur
Chairman of:
Le Monde Entreprises
Fondation du Crédit Mutuel
Director of:
Mouvement Européen-France
Revue des Deux Mondes
Member of the Supervisory Board of:
Le Monde et Partenaires Associés
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Other directorships and executive positions held during the last five years
Chairman of the Supervisory Board of:
Crédit Industriel et Commercial
Société Alsacienne de Publications "L'Alsace"
Director of:
Assurances du Crédit Mutuel Vie et IARD
Assurances du Crédit Mutuel Vie-SFM
Caisse de Crédit Mutuel Strasbourg Esplanade
Financière du Crédit Mutuel
Foncière ACM
EBRA
Groupe des Assurances du Crédit Mutuel
Société Française d'Edition de Journaux et d'Imprimés Commerciaux "L'Alsace"
Member of the Supervisory Board of:
Le Monde SA
Société Editrice du Monde
Permanent representative of Caisse Centrale du Crédit Mutuel on the Board of:
Crédit Mutuel CIC Asset Management
Permanent representative of Banque Fédérative du Crédit Mutuel on the Board of:
Crédit Mutuel Finance (renamed CM-CIC AM)
Permanent representative of Fédération du Crédit Mutuel Centre Est Europe on the Boards of:
Euro Information
Sofedis
Permanent representative of CIC on the Boards of:
Banque Scalbert Dupont
CIC Est
Crédit Industriel de l'Ouest
Crédit Industriel d'Alsace et de Lorraine
Crédit Industriel de Normandie
Société Bordelaise de CIC
Member of the Management Committee of:
EBRA
* * *
Bernard Pierre, director and Chairman of the Audit Committee
Chairman of the Supervisory Board of Fremapi
Business address: 28/30 rue Fernand Pelloutier, 92110 Clichy, France
Born on January 9, 1939; aged 77
First elected: June 18, 1997
Re-elected: June 11, 2013
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175
Current term expires: 2017 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 20,205
Biographical details
After graduating from Ecole Polytechnique, Bernard Pierre began his career with the Direction Technique des
Armements Terrestres, the government army weapons development and manufacturing agency, where he held
positions in the areas of both engineering and manufacturing. In 1973, he joined the Alcatel-Alsthom Group
where he held management positions in various subsidiaries, including Chairman and CEO of Saft (batteries)
and Alcatel Câbles (underground and underwater power and telecommunications cables). He subsequently
joined the Group management team, with responsibility for technical, industrial and international operations.
He left Alcatel-Alsthom in 1996 to become Chairman and CEO of the Franco-American joint venture
Engelhard-Clal.
Other directorships and executive positions held in 2015
Chairman and Chief Executive Officer of:
Semp SA (Spain)
Chairman of the Supervisory Board of:
Fremapi
Director of:
Holdec MP
Other directorships and executive positions held during the last five years
Member of the Supervisory Board of:
SPTI SA
Additional information
Bernard Pierre is the first cousin of Marc Ladreit de Lacharrière, Fimalac's Chairman and Chief Executive
Officer.
* * *
Thomas Piquemal, director and member of the Audit Committee
Group Senior Executive Vice President, Finance for EDF
Business address: 22-30 avenue de Wagram, 75008 Paris, France
Born on May 13, 1969; aged 46
First elected: June 17, 2014
Current term expires: 2018 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 450
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176
Biographical details
A graduate of ESSEC business school, Thomas Piquemal started his career in 1991 at accounting firm Arthur
Andersen. In 1995, he joined the Mergers and Acquisitions Department of Lazard Frères, becoming a
Managing Partner of the bank five years later. At the end of 2008, he took on responsibility for the strategic
partnership between Lazard and the US-based investment fund Apollo. On January 19, 2009, he joined Veolia
Environnement as Senior Executive Vice President, Finance, and member of the Executive Committee. In
February 2010, he joined EDF as Group Senior Executive Vice President, Finance.
Other directorships and executive positions held in 2015
Group Senior Executive Vice President, Finance of:
EDF*
* listed company
Director of:
EDF Energy Holdings Ltd
EDF Energies Nouvelles
EDF International
Edison SpA
EDF Trading
Fimalac*
TI GF Holding
* listed company
Member of the Supervisory Board of:
Dalkia SAS
ERDF
RTE EDF Transport
Other directorships and executive positions held during the last five years
Chairman of:
VEES
VE Service Ré
Veolia Environnement Informations et Technologies
Member of:
LAZ-MD Holdings LLC
LFCM Holdings LLC
Director of:
Dalkia International
EDF Energy UK
EDF Trading Ltd
Transalpina di Energia
Veolia Propreté
Veolia Transport
Veolia PP Finance
Veetra
Veolia Environnement North America Operations
Veolia Environmental Services UK
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177
Veolia Environnement UK
Veolia Environmental Services Holdings
Member of the Supervisory Board of:
A&B de Dalkia
EnBW AG
Eolfi
Compagnie Générale des Eaux – Veolia Eau
Chief Operating Officer (United States) of:
EDF International
* * *
Henri Lachmann, non-voting director
Business address: 35 rue Joseph Monier, 92500 Rueil Malmaison, France
Born on September 13, 1938; aged 77
First elected: December 3, 2002
Re-elected: June 17, 2014
Current term expires: 2016 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 230
Biographical details
Graduate of Ecole des Hautes Etudes Commerciales (1961)
French chartered accountant
1963: Auditor then Audit Manager, Arthur Andersen
1970: Director, Business Plans and Budgets, then Chief Executive Officer, Compagnie
Industrielle et Financière de Pompey
1976: Chief Executive Officer of Forges de Strasbourg, a subsidiary of Pompey
1983-1998: Chairman and Chief Executive Officer of Forges de Strasbourg and Chief Executive
Officer of Pompey
1999: Chairman and Chief Executive Officer of Schneider Electric SA
2006-2012: Chairman of the Supervisory Board of Schneider Electric SA
Other directorships and executive positions held in 2015
Chairman of the Board of Directors of:
Centre Chirurgical Marie Lannelongue
Director of:
Carmat
Planet Finance
Culture & Diversité Fondation
Fondation Entreprendre
Schneider Electric SA*
* listed company
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178
Member of the Supervisory Board of:
Groupe Norbert Dentressangle*
* listed company
Chairman of Institut Télémaque
Other directorships and executive positions held during the last five years
Chairman of the Supervisory Board of:
Schneider Electric SA*
* listed company
Vice-Chairman of the Board of Directors of:
Schneider Electric SA*
* listed company
Vice-Chairman and Treasurer of:
Institut Montaigne
Member of the Supervisory Board of:
Vivendi*
* listed company
President of the Civil Law Initiative (Fondation pour le droit continental)
Member of the Conseil des Prélèvements Obligatoires
Member of the Steering Committee of Institut de l'Entreprise
* * *
Groupe Marc de Lacharrière
A joint-stock company (société anonyme) with a Management Board and a Supervisory Board
Address: 11 bis rue Casimir Périer, 75007 Paris, France
Date of incorporation: February 6, 1985
First elected: February 14, 2012
Current term expires: 2016 Annual Shareholders' Meeting
Number of shares held at December 31, 2015: 23,181,092
Groupe Marc de Lacharrière is a holding and management company owned and controlled by Marc Ladreit de
Lacharrière.
* * *
To the best of the Company's knowledge, in the last five years, none of the current members of the Board of
Directors has been:
Convicted in relation to fraudulent offences.
Associated with any bankruptcies, receiverships or liquidations.
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179
Subject to any official public incrimination and/or sanction by statutory or regulatory authorities
(including designated professional bodies).
Disqualified by a court from acting as a member of the administrative, management or supervisory
bodies of an issuer or from acting in the management or conduct of the affairs of any issuer.
As far as the Company is aware, other than as explained in this section and in the "Directors' interests" section
below, there are no:
Conflicts of interests between the duties to Fimalac of the members of the Board of Directors and their
private interests and/or other duties.
Service contracts between any member of the Board of Directors and Fimalac or any of its subsidiaries
providing for the payment of termination benefits.
7.4. – DIRECTORS' INTERESTS
7.4.1. – DIRECTORS' INDIVIDUAL COMPENSATION PACKAGES
Summary of compensation paid and stock options and performance shares granted to Marc Ladreit de
Lacharrière, sole executive director of Fimalac.
Marc Ladreit de Lacharrière is paid compensation by Fimalac in France, in his capacity as Chairman and Chief
Executive Officer, and by Fitch Group in the United States, in his capacity as Chairman.
I) Compensation paid/due in France (Fimalac) – 2015
Marc Ladreit de Lacharrière's compensation package is determined by the Board of Directors, based on the
recommendation of the Selection, Nominations and Remunerations Committee. Mr. Ladreit de Lacharrière is
not a member of this Committee and does not take part in the Board's vote on his compensation package.
(i) Retainer
For a number of years, Mr. Ladreit de Lacharrière was paid an annual retainer of €1,300,000 by Fimalac.
However, in 2012 he asked the Selection, Nominations and Remunerations Committee to reduce this amount
by 30% to €910,000 per year, effective February 1, 2012. The same reduction was applied in 2015.
In addition, since February 1, 2012, only half of this reduced amount (€455,000 per year) represents a retainer
based on the usual definition. Payment of the other half (€455,000 per year) is deferred for three years and is
contingent upon Fimalac meeting the three-year average growth target for adjusted recurring operating profit
set by the Board.
By definition, the deferred contingent compensation for 2012 and subsequent years had not yet vested as of
end-2015.
Consequently, the retainer paid to Marc Ladreit de Lacharrière in 2015 by Fimalac amounted to €455,000.
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180
(ii) Bonus
Since 2012, Marc Ladreit de Lacharrière may also receive a long-term incentive based on average growth in
adjusted recurring operating profit over three years. Payment of this bonus is deferred to the end of the
three-year period.
Mr. Ladreit de Lacharrière did not receive any long-term incentive in 2015 because the performance
measurement period was still in progress at the year-end and the incentive is not payable until the end of that
period, i.e., in 2016.
(iii) Proposed special bonus
The Selection, Nominations and Remunerations Committee recommended to the Fimalac Board of Directors
that Marc Ladreit de Lacharrière be paid a special bonus of €3,600,000 for 2015.
On the Committee's recommendation, the Board of Directors approved this special bonus awarded in
recognition of Mr. Ladreit de Lacharrière's decisive personal involvement in:
- The sale of 30% of Fitch at a price that significantly exceeded market expectations. The shares were
sold on March 12, 2015 for $1,989.5 million and the resulting capital gain was recognized in the 2015
accounts.
- Developing the Group, particularly the Digital Division through numerous acquisitions in France and
abroad, and the Entertainment Division.
II) Compensation paid/due in the United States (Fitch Group) – 2015
As Chairman of Fitch Group and President of its Strategy Committee, Marc Ladreit de Lacharrière is paid a
retainer and a bonus in line with local market practices.
The bonus is based on Fitch Group's operating results, which continued to rise in 2015.
Senior executive compensation proposals are submitted in the first instance to the Fitch Group Remunerations
and Nominations Committee chaired by Frank Bennack, Executive Vice-Chairman of Hearst Corporation, and
are then presented to the Board of Directors of Fitch Group for approval. Mr. Ladreit de Lacharrière does not
take part in either the Committee's discussion or the Board's vote on his compensation package.
The compensation package approved by the Board of Fitch Group is then referred up to the Fimalac Selection,
Nominations and Remunerations Committee and presented to the Fimalac Board of Directors for ratification.
Mr. Ladreit de Lacharrière does not take part in the vote.
(i) Retainer
The annual retainer paid to Marc Ladreit de Lacharrière by Fitch Group has been set at $500,000 since 2001.
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181
(ii) Bonus
As Chairman of Fitch Group and President of its Strategy Committee, Marc Ladreit de Lacharrière receives a
bonus based on year-on-year growth in Fitch Group's consolidated EBITDA. This performance criterion has
remained unchanged since the bonus system was introduced in 2001.
Marc Ladreit de Lacharrière's 2014 bonus, calculated according to the above criterion, amounted to
$3,430,000. It was paid in the first quarter of 2015. The 2015 bonus, in the amount of $3,422,000, will be paid
in the first quarter of 2016.
III) Other information – 2015
In 2014, Marc Ladreit de Lacharrière received from Fimalac in France €31,000 in directors' fees and fringe
benefits worth €71,564. Directors' fees paid to him in 2015 were unchanged at €31,000. He was also entitled to
charge the cost of private flights to the Company, up to a maximum of €150,000. His fringe benefits for 2015
amounted to approximately €137,000.
He also received a fixed housing allowance from Fitch in the amount of $72,000, unchanged from 2014.
Fimalac stock options granted to Marc Ladreit de Lacharrière
2011 Plan – Purchase options
Date of Shareholders' Meeting February 4, 2011
Date of Board Meeting February 4, 2011
Number of options granted
of which to Marc Ladreit de Lacharrière
200,250
80,000
Start of exercise period February 4, 2011
End of exercise period February 4, 2016
Exercise price €31.95
Exercise terms In 3 graduated tranches
Options exercised during the period 80,000
Options canceled during the period 0
Number of options outstanding at December 31, 2015 0
Pension benefits
At its meeting of November 25, 1982, the Board of Directors approved a top hat pension plan for Fimalac’s
executives, including executive directors. This plan was amended on December 3, 2002.
The purpose of the plan is to guarantee eligible executives (i.e., mainly executives who have completed at least
ten years’ service) an annual pension of between 30% and 55% of their average annual compensation for their
final three years before retirement. The amount of the pension paid under the plan, less statutory pension
benefits, may not exceed six times the annual ceiling for social security contributions.
Marc Ladreit de Lacharrière became entitled to pension benefits on February 1, 2012 under both the statutory
and top-hat plans.
Corporate governance
182
Stock options granted during the year
None.
Stock options exercised during the year
80,000 options.
Performance shares granted during the year
None.
Performance shares that vested during the year
None.
Relations with the principal shareholder
The trademark sub-licensing agreement with Groupe Marc de Lacharrière permitting the Company to adopt its
corporate name remained in force during 2015. The Fimalac name is owned by Marc Ladreit de Lacharrière.
As in 2014, no license fee was paid under this agreement in 2015.
Groupe Marc de Lacharrière contributes to the Group's central costs which are paid by the FCBS GIE
intercompany partnership, as explained below. It also plays a role in determining the Group's development
strategy and related transactions and projects. No management fees were paid for these services in 2015 by
either Fimalac or its subsidiaries.
Information on any employment contracts, supplementary pension plans or commitments made by the
Company on behalf of executive directors
Executive
Director
Employment
contract
Supplementary
pension plan
Compensation for loss of
office
Non-compete
indemnity
Yes No Yes No Yes No Yes No
Marc Ladreit de Lacharrière X X X X
***
Jérémie Ladreit de Lacharrière, director
As a member of the Fimalac Board of Directors, Jérémie Ladreit de Lacharrière received directors’ fees of
€31,000 for 2015. He was also paid gross compensation of €18,000 by Pôle Nord Evénements and €90,000 by
Groupe Marc de Lacharrière, an amount that was rebilled to Trois-S.
Corporate governance
183
Eléonore Ladreit de Lacharrière, director
For 2015, Eléonore Ladreit de Lacharrière was paid gross compensation of €75,358 by Groupe Marc de
Lacharrière, an amount that was rebilled to the FCBS GIE intercompany partnership. As a member of the
Fimalac Board of Directors, Eléonore Ladreit de Lacharrière received directors’ fees of €31,000 for 2015.
Bérangère Ladreit de Lacharrière, director
As a member of the Fimalac Board of Directors, Bérangère Ladreit de Lacharrière received directors’ fees of
€31,000 for 2015.
Clarisse Ladreit de Lacharrière, director
As a member of the Fimalac Board of Directors, Clarisse Ladreit de Lacharrière received directors’ fees of
€31,000 for 2015.
Pierre Castres Saint-Martin, independent director
As a member of the Fimalac Board of directors, Pascal Castres Saint-Martin received directors' fees of €34,000
for 2015.
Thierry Moulonguet, director
As a member of their respective Boards of Directors, Thierry Moulonguet received directors' fees of €32,500
from Fimalac, €150,000 from Fimalac Développement, €36,000 from Fitch and €47,484 from Groupe Barrière
for 2015.
Bernard de Lattre, director
As a member of the Fimalac Board of Directors, Bernard de Lattre received directors' fees of €34,000 for 2015.
In addition, by decision of the Board of Directors on September 10, 2015, he was paid a special gross fee of
€133,250 for exceptional work performed at the Board's request. He was also paid a gross fee of $573,326 by
Fitch.
Stock options granted during the year
None.
Stock options exercised during the year
None.
Free shares granted during the year
None.
Free shares that vested during the year
None.
Directors' fees
Fixed
portion1
Variable portion
Total fees
Board
members
Audit
Committee
members
SNR Committee
members3
Special fees Total variable
portion2
Marc Ladreit de Lacharrière 11,000 20,000 20,000 31,000
Pierre Blayau 11,000 20,000 3,000 23,000 34,000
Pierre Castres Saint-Martin 11,000 0 0 11,000
Jérémie Ladreit de Lacharrière 11,000 20,000 20,000 31,000
Eléonore Ladreit de Lacharrière 11,000 20,000 20,000 31,000
Clarisse Ladreit de Lacharrière 11,000 0 0 11,000
Bérangère Ladreit de Lacharrière 11,000 0 0 11,000
Bernard de Lattre 11,000 20,000 3,000 23,000 34,000
Philippe Lagayette 11,000 20,000 3,000 1,500 24,500 35,500
Thierry Moulonguet 11,000 20,000 1,500 21,500 32,500
Jean-Charles Naouri 11,000 0 1,500 1,500 12,500
Etienne Pflimlin 11,000 20,000 20,000 31,000
Bernard Pierre 11,000 20,000 6,000 26,000 37,000
Thomas Piquemal 11,000 20,000 3,000 23,000 34,000
Henri Lachmann 7,333 0 0 7,333
Groupe Marc de Lacharrière (represented
by Eléonore Ladreit de Lacharrière)
11,000
20,000
20,000
31,000
Total 172,333 220,000 15,000 7,500 242,500 414,833
(1) Decided at the Board Meeting of June 15, 2015. Paid in June 2015.
(2) Decided at the Board Meeting of March 14, 2016. Paid in April 2016.
(3) Selection, Nominations and Remunerations Committee.
18
4
Corporate governance
185
7.4.2. – FUNDING OF CENTRAL SERVICES BY GROUP COMPANIES
An intercompany partnership operates within the Fimalac Group, of which a number of Group companies are
members.
The partnership exists to fund the Group’s central services and provide the resources required to facilitate,
develop and improve the business and results of its members. To this end, the partnership provides services to
Group companies in the areas of administration, finance, accounting, legal affairs, budget control and internal
and external communications, as well as acting in an advisory capacity.
The partnership allocates expenses among Group companies at cost, in accordance with the guidelines
established in internal rules accepted by all the companies concerned.
Although this organization is not governed by article L.225-38 (related party agreements) of the French
Commercial Code, Fimalac has elected to include its membership of the intercompany partnership in the scope
of agreements governed by this article, in accordance with the principles of best corporate governance practice.
In fiscal 2015, contributions by Fimalac to the intercompany partnership amounted to €14.8 million excluding
tax.
The cost allocation key used to prepare the 2016 budget was determined by applying the rules set out in the
appendix to the intercompany partnership’s internal rules.
On that basis, Fimalac's estimated contribution for 2016 will be approximately €8.2 million, plus VAT. This
amount may be adjusted to take into account any amendments to the budget or any changes in the membership
of the intercompany partnership.
7.4.3. – CASH POOLING AGREEMENT
Fimalac operates a cash pooling system on behalf of the majority of Group companies, in the best interests of
all participating entities. Under this system, Fimalac makes advances to subsidiaries to meet their short-term
cash needs, while subsidiaries with surplus cash loan the amounts in question to Fimalac. Fimalac also
negotiates all short-term bank loans and overdraft facilities and invests surplus cash in interest-bearing
instruments.
7.4.4. – OTHER AGREEMENTS ENTERED INTO IN PRIOR YEARS AND WHICH REMAINED IN FORCE IN
2015
With Groupe Marc de Lacharrière
The trademark sub-licensing agreement permitting the Company to adopt its corporate name remained in force
during 2015. No fees are paid under this sub-license.
With Fitch Group, Inc. and Groupe Marc de Lacharrière
A strategic advisory agreement between Fimalac, Fitch Group, Inc., Groupe Marc de Lacharrière and Hearst
was signed and came into effect on December 12, 2014. Under the terms of the agreement, the Company
provides strategic advice and support to Fitch Group, Inc. in exchange for an annual fee determined jointly by
the parties each year based on the stipulations of the shareholders' pact.
Corporate governance
186
With North Colonnade
In 2007, the Company granted a £110,000,000 loan to North Colonnade, renewable at quarterly intervals and
paying interest at a rate corresponding to the 3-month Libor for GBP loans plus 60 basis points.
With Webedia
The Company manages the cash position of Webedia under the Fimalac Group cash pooling agreement, in
exchange for a fee corresponding to the 3-month Euribor plus 215 basis points for loans by the pool to
Webedia and the 3-month Euribor for loans by Webedia to the pool.
7.4.5. – AGREEMENTS AUTHORIZED DURING THE YEAR
With Groupe Marc de Lacharrière
At its meetings on June 10 and December 1, 2015, the Board of Directors authorized a loan from Groupe Marc
de Lacharrière of up to €100 million to finance acquisitions. The loan bears interest at a rate corresponding to
the 3-month Euribor plus 50 basis points and is for a renewable period of one year.
With Webedia
At its meeting on September 10, 2015, the Board of Directors authorized the Company to make an
interest-bearing current account advance to Webedia in US dollars, to finance acquisitions.
The advance may represent up to $150 million and interest is payable at a rate corresponding to the 3-month
Libor for USD loans plus 215 basis points.
With Bernard de Lattre
At its meeting on September 10, 2015, the Board of Directors appointed Bernard de Lattre to negotiate
potential future investments in real estate and shares during a fixed period, in light of his specific expertise in
these areas.
Bernard de Lattre is being paid a net fee, after payroll deductions, of €225,000 (corresponding to a gross fee of
€266,500) for the period from September 2015 to September 2016, payable in two instalments in
September 2015 and March 2016. The appointment is for a period of one year and may be extended if
necessary, depending on the status of negotiations.
7.4.6. – LOANS AND GUARANTEES GRANTED TO OR ON BEHALF OF DIRECTORS
None.
Corporate governance
7.5. – LIST OF TRANSACTIONS GOVERNED BY ARTICLE L.621-18-2 OF THE FRENCH MONETARY AND FINANCIAL CODE
Person/entity concerned Security
type
Transaction type Date of
transaction
On/off market Unit
price (€)
Transaction amount (€)
Groupe Marc de Lacharrière Shares Purchase Feb. 5, 2015 On market 68.97 68,970.00
Groupe Marc de Lacharrière Shares Purchase April 7, 2015 On market 80.34 148,314.10
Groupe Marc de Lacharrière Shares Purchase April 8, 2015 On market 82.80 52,418.29
Groupe Marc de Lacharrière Shares Purchase April 28, 2015 On market 84.72 127,081.95
Groupe Marc de Lacharrière Shares Purchase Sept. 11, 2015 On market 80.93 168,334.40
Groupe Marc de Lacharrière Shares Purchase Sept. 14, 2015 On market 82.30 373,724.30
Groupe Marc de Lacharrière Shares Purchase Sept. 15, 2015 On market 82.55 76,358.75
Groupe Marc de Lacharrière Shares Purchase Sept. 17, 2015 On market 82.95 194,932.50
Groupe Marc de Lacharrière Shares Purchase Sept. 17, 2015 On market 83.85 145,479.75
Groupe Marc de Lacharrière Shares Purchase Sept. 18, 2015 On market 83.98 129,917.06
Groupe Marc de Lacharrière Shares Purchase Nov. 16, 2015 On market 80.50 153,111.00
Groupe Marc de Lacharrière Shares Purchase Dec. 16, 2015 On market 77.78 90,618.83
Fondation Culture & Diversité Shares Purchase April 30, 2015 On market 85.50 2,009,250.00
18
7
Corporate governance
188
7.6. – EMPLOYEE PROFIT-SHARING PLANS
(see Note 5.12 to the consolidated financial statements)
7.6.1. – PROFIT-SHARING AND INCENTIVE BONUS AGREEMENTS
None.
7.6.2. – MANAGEMENT STOCK OPTIONS
Options
granted/exercised
Exercise
Price
(€)
Plan
Options granted by Fimalac or other Group
companies to the ten employees (other than
officers and executive directors) who received
the greatest number of options
None
Options granted by Fimalac or other Group
companies exercised during the year by the ten
employees who exercised the greatest number
of options
138,790 31.95 2011
General information about Fimalac and its capital
189
SECTION 8.
GENERAL INFORMATION ABOUT FIMALAC AND ITS
CAPITAL
8.1. – LEGAL INFORMATION
Company name
The Company’s name is F. Marc de Lacharrière (Fimalac).
Registration particulars
Fimalac is registered with the Paris Companies Registry under number 542 044 136. Its APE (business
identifier code) is 6420Z.
Date of incorporation and term
The Company was incorporated on May 9, 1877. Its term expires on December 31, 2034, unless it is wound up
in advance or its term is extended.
Headquarters
The Company's headquarters are located at 97 rue de Lille, 75007 Paris, France.
Phone: +33 (0)1 47 53 61 50.
Legal form and governing law
The Company is a French joint stock company (société anonyme) governed by a Board of Directors. It is
subject to French law, notably the provisions of Book II of the French Commercial Code (Code de Commerce).
Corporate purpose (article 2 of the bylaws)
The purpose of the Company is to conduct any and all industrial, commercial, financial, securities and real
estate operations and any and all service activities.
The Company may also acquire interests in any French or foreign company or venture, by forming any French
or foreign company or venture, by purchasing or subscribing to shares, bonds or other securities and rights of
ownership, by participating in mergers or other business combinations or by any other means.
It may also perform any treasury transactions with related companies, as authorized by the applicable
legislation.
General information about Fimalac and its capital
190
Fiscal year (article 32 of the bylaws)
Following shareholder approval of the change of year-end at the Annual Shareholders’ Meeting of
February 14, 2012, the Company’s fiscal year begins on January 1 and ends on December 31.
Appropriation of profit (articles 33 and 34 of the bylaws)
The Company’s profit or loss for the year corresponds to net revenue for the year less overheads and all other
expenses, including charges to depreciation, amortization, and provisions.
Five percent of net profit for each year is credited to the legal reserve until such time as the legal reserve
represents one-tenth of the capital. Further annual transfers are made on the same basis if the legal reserve falls
to below one-tenth of the capital, whatever the reason.
The following amounts are then deducted from the balance of profit for the year, plus retained earnings
brought forward from the prior year and any reserves to be distributed, in the order indicated:
1) A non-cumulative first dividend in an amount corresponding to 5% of the paid-up value of shares.
2) Any amounts that the Shareholders’ Meeting decides to appropriate to any extraordinary, general or
special reserves or to carry forward, based on the recommendation of the Board of Directors.
Any balance remaining is distributed to shareholders as an additional dividend.
Cash dividends may be paid by check or bank transfer, or by post-office check or transfer or sent to
shareholders at their address recorded in the Company’s register. The Shareholders’ Meeting may offer
shareholders the option of receiving all or part of the final dividend or any interim dividend in the form of
shares, subject to compliance with the law.
Shareholders' Meetings
Notice of Meeting (article 26 of the bylaws)
Shareholders’ Meetings are called and conduct business in accordance with the law. The meetings are held on
the date and at the time and place indicated in the notice of meeting. They may be held outside the town in
which the Company has its headquarters.
Shareholders' Meetings may be called verbally and without notice if all the shareholders are present or
represented.
Participation (article 28 of the bylaws)
All shareholders may participate in Shareholders’ Meetings in person or by proxy in accordance with the
conditions laid down by law, provided that they present proof of their identity and ownership of shares, as
follows:
General information about Fimalac and its capital
191
1) Ownership of registered shares is evidenced by an entry in the shareholder's name in the share register kept
by the Company or its registrar.
2) Holders of bearer shares are required to file a certificate issued by the bank or broker that keeps their share
account, in accordance with the applicable regulations, stating that sale of the shares has been blocked up to
the date of the meeting.
These formalities must be completed by 12:00 a.m. (CET) on the second business day preceding the meeting.
To be entitled to participate in Shareholders’ Meetings, shareholders must own or represent by proxy at least
one share fully paid up to the extent called.
Shareholders may give proxy to their spouse or to another shareholder.
Quorum – Voting rights (article 30 of the bylaws)
The quorum is calculated at Ordinary and Extraordinary Shareholders’ Meetings on the basis of all shares that
are issued and outstanding, and at Special Shareholders’ Meetings, on the basis of all shares in the relevant
class less any shares stripped of voting rights in application of the law.
Each shareholder has a number of voting rights that is proportionate to the par value of the shares held or
represented by proxy, without limitation.
The following shares carry double voting rights:
a) All fully paid-up shares registered in the name of the same holder for at least two years.
b) All bonus shares paid up by capitalizing reserves, profit or additional paid-in capital, that are attributed in
respect of registered shares carrying double voting rights.
Double voting rights are automatically stripped from any registered shares that are converted into bearer shares
or sold. However, registered shares are not stripped of double voting rights and the above-mentioned two-year
qualifying period continues to run following the transfer of shares included in the estate of a deceased
shareholder, or in connection with the settlement of the marital estate, or an inter vivos gift to a spouse or a
relative in the direct line of succession.
Postal votes may be cast in accordance with the provisions of the applicable laws and regulations.
Resolutions are adopted by a straight majority of the votes cast by shareholders present or represented by
proxy at Ordinary Shareholders’ Meetings, and by a two-thirds majority of the votes cast by shareholders
present or represented by proxy at Extraordinary Meetings.
Disclosure thresholds (article 9 of the bylaws)
Any shareholder whose direct or indirect interest increases to above or falls to below 2% of the Company's
capital or voting rights or any multiple thereof is required to inform the Company within 15 days. In the case
of failure to comply with these disclosure rules, at the request of one or more shareholders holding at least 2%
of the Company's capital or voting rights, the undisclosed shares will be stripped of voting rights at all
shareholders' meetings held within two years of the date on which the omission is rectified. The request and the
decision of the Shareholders' Meeting must be recorded in the minutes of the meeting.
This threshold applies in addition to the legal disclosure thresholds specified in article L.233-7-I of the French
Commercial Code and those specified in article 223-37 of the AMF's General Rules on the disclosure of net
short positions.
General information about Fimalac and its capital
192
8.2. – INFORMATION ABOUT THE COMPANY'S CAPITAL
8.2.1. – SHARE CAPITAL AT DECEMBER 31, 2015
The Company's share capital amounted to €118,448,000 at December 31, 2015, divided into 26,920,000 fully
paid-up shares with a par value of €4.40, all in the same class.
8.2.2. – SHARE BUYBACKS
8.2.2.1. - Share buybacks in fiscal 2015
At its meeting on June 10, 2015, the Board of Directors decided to launch a new share buyback program and
gave the Chairman and Chief Executive Officer or his duly authorized representative full powers to implement
the program.
As of December 31, 2014, 2,069,345 shares were held in treasury stock, representing 7.18% of the share
capital.
On April 2, 2015, the Board of Directors used the authorization given by shareholders to cancel 1,910,000
treasury shares representing 6.63% of the capital.
The following transactions were carried out between January 1, 2015 and December 31, 2015:
Type of transaction Number of shares
Direct purchases under the liquidity contract 288,788
Sales under the liquidity contract (44,252)
Net sales 244,536
Transfers upon exercise of stock options (139,865)
Net movement for the period 104,671
During 2015, the total amount invested in share buybacks (representing 1.07% of the capital) was
€22.3 million, representing €77.22 per share, while the total value of share sales carried out under the liquidity
contract was €3.4 million, representing €77.67 per share.
Shares transferred upon exercise of stock options represented 0.52% of the capital and proceeds of
€4.5 million.
As of December 31, 2015, after taking into account the transactions described above, 264,016 shares were held
in treasury stock, representing 0.98% of the share capital
The Company did not use any derivative instruments during the year.
General information about Fimalac and its capital
193
8.2.2.2. - New share buyback program
At its meeting of March 14, 2016, the Board of Directors decided to ask the Company's shareholders at the
Annual Shareholders' Meeting of June 15, 2016, to authorize a new share buyback program. If approved, the
maximum per-share purchase price will be set at €125, and the minimum sale price at €50. This minimum sale
price will not, however, apply to transfers of shares resulting from the exercise of stock options.
The maximum number of shares that could be bought back would be set at 2,692,000, corresponding to 10% of
the Company's current capital. Based on the maximum purchase price of €125 per share, this would represent a
potential maximum investment of €336,500,000.
The Company will undertake never to hold more than 10% of its own capital either directly or indirectly.
In accordance with the third paragraph of article L.225-210 of the French Commercial Code, the aggregate
value of treasury stock may not exceed the amount of the Company's reserves, excluding the legal reserve. The
treasury stock reserve carried in the Company's balance sheet at December 31, 2015, which is available to
finance share buybacks, totaled €8,575,498.22.
Purposes of the share buyback program
The purposes of this new share buyback program are as follows, in declining order of priority:
To allocate shares upon exercise of stock options, in accordance with article L.225-177 of the French
Commercial Code, and/or to make stock grants in accordance with articles L.225-197-1 et seq. of said
Code.
To maintain a liquid secondary market for the Company's shares under a liquidity contract signed with
an investment firm that complies with a code of ethics approved by the AMF.
To cancel the acquired shares, subject to adoption of the tenth resolution of the Annual Shareholders'
Meeting of June 15, 2016 (extraordinary resolution).
To allocate shares on redemption, conversion, exchange or exercise of share equivalents, in
compliance with the applicable regulations.
To purchase shares to be held and subsequently remitted as payment in connection with external
growth transactions.
Share buyback procedures
The shares may be acquired by any appropriate method, on the open market or otherwise, including through
block purchases as well as through the use of derivative instruments provided that their use does not lead to
significantly greater price volatility.
Duration of the program
Provided that shareholders adopt the corresponding resolution to be presented at the Annual Shareholders'
Meeting of June 15, 2016, the buybacks may be carried out over a period of 18 months ending on
December 14, 2017.
In accordance with article L.225-209 of the French Commercial Code, shares acquired under this program that
are subsequently canceled may not represent, in any 24-month period, more than 10% of the total shares issued
and outstanding. All such share cancellations are subject to shareholders' approval of the corresponding
extraordinary resolution of the Annual Shareholders' Meeting of June 15, 2016.
General information about Fimalac and its capital
194
8.2.3. – STOCK OPTION AND STOCK GRANT PLANS AT DECEMBER 31, 2015
1) Fimalac stock options
2011 Plan
Purchase options
Date of Shareholders' Meeting February 4, 2011
Date of Board Meeting February 4, 2011
Number of options granted 200,250
including:
- to executive directors 110,000
- to the top ten employee grantees 112,000
Start of exercise period February 4, 2011
End of exercise period February 4, 2016
Exercise price €31.95
Exercise terms In 3 graduated tranches
Options exercised during the period 139,865
Options canceled during the period 500
Number of options outstanding at December 31, 2015 19,860
2) Webedia stock grants
The Extraordinary Meeting of Webedia shareholders held on December 16, 2015 gave the company's
Management Board a 38-month authorization to grant, on one or more occasions, up to 15,000 new or existing
shares. At a meeting held on the same day, the Management Board used this authorization to grant
3,536 shares to a member of the Management Board and 17 other executives.
No other stock grants were made in respect of 2015.
8.2.4. – SHARE EQUIVALENTS
None.
8.2.5. – AUTHORIZED, UNISSUED CAPITAL
At December 31, 2015
Authorized
issues
Date of
Shareholders'
Meeting
Par value
Authorized Used Available at
December 31, 2015
Stock grants June 17, 2014 3.5% of the
capital None
3.5%
of the capital
General information about Fimalac and its capital
195
8.2.6. – CHANGES IN CAPITAL OVER THE LAST FIVE YEARS
Fiscal
year
Transaction
type
Change
in share
capital
Change in
number of shares
Capital at year-end Number of shares
at year-end
2010 - - 126,852,000.00 28,830,000
2011 - - - 126,852,000.00 28,830,000
2012 - - - 126,852,000.00 28,830,000
2013 - - - 126,852,000.00 28,830,000
2014 - 126,852,000.00 28,830,000
2015 Share
cancellations
(8,404,000.00) (1,910,000) 118,448,000.00 26,920,000
8.3. – OWNERSHIP STRUCTURE
Since 1987 the Company has been authorized by its bylaws to request from Euroclear information about the
identity of holders of bearer shares. The Company performs such checks regularly.
The Company is also informed of the identity of its largest shareholders through a combination of legal
measures and provisions of the bylaws which require shareholders to disclose any increase or reduction in the
number of shares or voting rights held to above or below 2% or any multiple thereof (thresholds specified in
the bylaws) or 5%, 10%, 15%, 20%, 25%, 30%, 33%, 50%, 66%, 90% or 95% (thresholds prescribed by law).
General information about Fimalac and its capital
Capital and voting rights as of December 31, 2013, December 31, 2014 and December 31, 2015
Shareholder At December 31, 20152 At December 31, 2014 At December 31, 2013
Number of
shares
%
capital
%
theoretical voting
rights1
Number of
shares
%
capital
%
theoretical voting
rights1
Number of
shares
%
capital
%
theoretical
voting rights1
Marc Ladreit de Lacharrière and
family 82,250 0.31% 0.18% 2,250 0.01% 0.01% 1,350 0.01% 0.01%
Fimalac Participations - - - - - - -
Groupe Marc de Lacharrière 23,181,092 86.11% 92.96% 23,159,868 80.33% 92.73% 22,881,193 79.36% 83.91%
Silmer - - - - - - 227,828 0.79% 0.60%
Sub-total – Marc Ladreit de
Lacharrière 23,263,342 86.42% 93.14% 23,162,118 80.34% 92.74% 23,109,996 80.16% 84.52%
Fimalac (treasury stock and shares
held under the liquidity contract) 264,016 0.99% 0 2,069,345 7.18% 0 1,937,360 6.72% 5.12%
Fondation Culture & Diversité 153,250 0.57% 0 129,750 0.45% 0 125,000 0.43% 0.33%
Public 3,239,392 12.04% 6.86% 3,468,787 12.03% 7.26% 3,657,269 12.69% 10.03%
Total 26,920,000 100.00% 100.00% 28,830,000 100.00% 100.00% 28,830,000 100.00% 100.00%
(1) Qualifying shareholders are granted double voting rights (see section 8.1 – Quorum – Voting rights). Since February 5, 2016, none of the shares held by Groupe
Marc de Lacharrière has double voting rights (disclosure to the AMF on February 9, 2016).
(2) A total of 49,546,000 voting rights were exercisable as of December 31, 2015 and 27,081,249 as of February 29, 2016.
19
6
General information about Fimalac and its capital
197
To the best of the Company's knowledge, the only shareholder that owns – directly, indirectly or in concert –
over 2% of the capital or voting rights is International Value Advisers, which acts in the name and on behalf of
its clients and the funds that it manages. There are no shareholders' pacts in place, except for the one signed on
March 15, 2006 between Fimalac and Hearst Corporation regarding the latter's purchase of a stake in Fitch
Group and its amendments. The pact stipulated the conditions according to which Hearst Corporation may
acquire an interest in Fimalac.
Shareholders acting in concert
Marc Ladreit de Lacharrière and family and Groupe Marc de Lacharrière held 86.42% of the Company's
capital and 93.14% of the theoretical voting rights as of December 31, 2015. The concert results from the
controlling interests held by Marc Ladreit de Lacharrière in Fimalac Participations Sarl and Groupe Marc de
Lacharrière.
Measures to safeguard against the abuse of control
Measures to safeguard against any abuse of control include (i) the application of corporate governance rules
and the Board of Directors' internal rules, and (ii) the inclusion on the Board of independent directors and
non-voting directors.
Directors' interests
As of December 31, 2015, Fimalac's directors and officers held 23,300,549 shares, representing approximately
86.55% of the Company's capital.
Employee share ownership
To the best of the Company's knowledge, Fimalac employees held less than 1% of the capital as of
December 31, 2015.
Liens on registered shares
See "Directors' interests" above.
Factors that could have an impact on a public tender offer for the Company
The Company has no specific takeover defenses.
Shareholders' pacts
Shareholders' pact concerning Fitch Group
Fimalac, Hearst Corporation, Groupe Marc de Lacharrière and Marc Ladreit de Lacharrière have signed a
shareholders' pact ("the Pact") concerning Fitch Group.
The Pact sets out the principles and rules governing the sale of Fitch Group shares, the management of Fitch
Group and its subsidiaries and the exercise of certain rights.
The Pact's main principles and rules are outlined in the summary below. Further details are provided in the full,
original version of the document, which is available on Fimalac's website (www.fimalac.com), in the section
entitled "Legal documents".
General information about Fimalac and its capital
198
Principles and rules applicable to the disposal of shares
The Pact stipulates that Fitch Group shares may be sold only in compliance with its terms and conditions.
As from March 12, 2017, Fimalac will have a right of first refusal for any proposed sales of Fitch Group shares
to third parties by Hearst.
From the same date, Fimalac will also have an option to sell its Fitch Group shares to Hearst. For its part,
Hearst has a call option on the Fitch Group shares held by Fimalac, that will be exercisable at any time as from
the second anniversary of Marc Ladreit de Lacharrière's death.
Main rules governing the management of Fitch Group and the exercise of certain rights
The Pact contains various provisions concerning the composition of Fitch Group's Board of Directors and the
election of its members. It stipulates that the number of seats on the Board held by each shareholder shall
depend on that shareholder's percent interest in the capital.
The Pact lists the types of decisions requiring the approval of a qualified majority. A "qualified majority" is
defined as a majority of the members of the Board of Directors, including the vote of at least one of the
directors representing the minority shareholder (the "Minority Director"). The Pact also stipulates that for as
long as Fimalac owns at least 10% of Fitch Group, Fimalac and Hearst will each have three seats on the Board
(system of equal representation).
Decisions requiring approval by a qualified majority include:
Material transactions with any of Fitch Group's shareholders, executive directors or their family members.
Changes in Fitch Group's dividend policy agreed between the parties.
Amendments to Fitch Group's bylaws.
Mergers or other transactions having a material impact on Fitch Group or one of its subsidiaries.
The sale or transfer of a substantial portion of Fitch Group's assets.
The voluntary or compulsory liquidation of Fitch Group under the applicable bankruptcy, restructuring and
other relevant laws.
Any recapitalization or restructuring likely to have an adverse effect on the minority shareholder's interest.
Any significant change in the nature of Fitch Group's business or those of its subsidiaries.
Any issues of equity instruments (with some exceptions).
Any borrowing transactions in excess of a certain percentage of Fitch Group's consolidated revenue.
Any acquisition in excess of a certain percentage of Fitch Group's consolidated revenue.
Any investment in a new business that is expected to generate start-up losses before delivering a return on
investment.
The Pact stipulates that other types of decisions shall be approved by a simple majority of the directors.
Examples include:
The adoption and adjustment of the budget.
The distribution of cash or stock dividends.
Capital expenditure not provided for in the budget.
The determination and withdrawal of the different types of compensation received by the management of
Fitch Group and its subsidiaries.
The signature of any material contract other than in the ordinary course of business of Fitch Group and its
subsidiaries or representing a payment commitment of at least $5 million.
The issuance of debt in excess of $5 million.
Any other decision submitted for the Board of Directors' approval in line with Fitch Group's past practices
or that would normally be submitted to the board of directors of a company incorporated in the State of
Delaware.
General information about Fimalac and its capital
199
The Pact describes the special provisions applicable to certain types of acquisitions as well as the dividend
distribution policy. As long as Hearst and Fimalac respectively hold at least 20% and 3% of Fitch Group, each
year the shareholders agree to distribute after-tax free cash flow in an amount that the company has reasonably
determined will not be needed to: (i) meet the operating or capital expenditure needs of the Company and its
subsidiaries; (ii) service debt; or (iii) finance planned acquisitions.
Shareholders' pact concerning Groupe Barrière
Following Fimalac's investment in Groupe Barrière, Fimalac and Groupe Desseigne-Barrière, as sole
shareholders, decided to adopt new bylaws for the Company, (a closely-held corporation organized as a société
par actions simplifiée) that include provisions governing its management and corporate governance
(committees of the Board, executive management powers, etc.) and the sale of shares (lock-up clause, right of
first offer, tag-along rights, etc.). Groupe Barrière's bylaws can be viewed on the French-language version of
Fimalac's website, www.fimalac.com, under "Relations Investisseurs", "Documentations financières et
juridiques", "Documents juridiques".
Shareholders' pact with Société Fermière du Casino Municipal de Cannes (SFCMC)
Following its acquisition of 10% of Société Fermière du Casino Municipal de Cannes (SFCMC), Fimalac
signed a renewable 10-year shareholders' pact with Dominique Desseigne on June 29, 2011. In particular, the
pact includes a tag-along and drag-along clause as well as a clause concerning reciprocal rights to information.
Shareholders’ pact with Webedia’s minority shareholders
Following Fimalac’s acquisition of Webedia, a pact was signed with Webedia’s minority shareholders on
July 26, 2013 covering in particular a tag-along and drag-along clause, put and call options on the shares and
“BSPCE” warrants, and a clause concerning reciprocal rights to information. The pact also sets out the
corporate governance rules for the company and its subsidiaries. An audit committee has been created,
carrying out its responsibilities on behalf of and under the oversight of Webedia’s Supervisory Board. Most of
the committee’s members have been appointed by Fimalac. The pact has been entered into for a renewable
period of ten years.
8.4. – MARKET FOR FIMALAC SECURITIES
8.4.1. – LISTINGS
The Company's shares are listed on NYSE Euronext Paris (Compartment A) as follows:
Continuous trading market
ISIN: FR0000037947
Symbol: FIM
Fimalac shares are eligible for the deferred settlement system (SRD Long Only). They are not listed on any other stock
markets.
General information about Fimalac and its capital
200
8.4.2. – SHARE PERFORMANCE OVER THE LAST 18 MONTHS
Year Month Number of shares traded,
including off-market
transactions
Value of shares traded,
including off-market
transactions (in €
millions)
High and low prices
High
(in €)
Low
(in €)
2014 September 44,363 2.55 59.95 54.75
October 38,766 2.08 57.90 51.00
November 16,623 9.14 55.89 53.55
December 99,401 5.92 63.65 52.60
2015 January 64,020 4.32 70.45 62.95
February 28,412 1.97 70.20 68.35
March 63,234 4.72 82.05 68.80
April 64,379 5.42 87.85 78.00
May 24,707 2.20 93.00 86.55
June 32,655 2.70 88.79 77.22
July 25,231 2.02 83.64 77.46
August 19,421 1.51 81.25 75.00
September 36,988 3.00 85.22 74.75
October 16,421 1.36 84.85 79.80
November 17,435 1.40 81.51 79.00
December 19,885 1.53 79.50 74.95
2016 January 28,615 2.18 77.95 72.50
February 22,254 1.78 82.40 76.52
Source: NYSE Euronext Paris SA
8.5. – DIVIDENDS
8.5.1. – DIVIDENDS PAID OVER THE LAST FIVE YEARS
Dividends approved at the last five Annual Shareholders' Meetings, held on February 4, 2011,
February 14, 2012, June 11, 2013, June 17, 2014 and June 10, 2015 respectively, were as follows:
Fiscal year Total (in €) Dividend per share (in €)
2010 43,245,000.00 1.50
2011 43,245,000.00 1.50
2012 51,894,000.00 1.80
2013 54,777,000.00 1.90
2014 107,680,000.00 4.00*
* Including a special dividend of €2.
At its meeting of March 14, 2016, the Board of Directors decided to recommend at the Annual Shareholders'
Meeting of June 15, 2016 payment of an ordinary dividend of €2.10 per share for 2015.
8.5.2. – STATUTE OF LIMITATIONS FOR DIVIDENDS
Dividends that have not been claimed within five years are time-barred and are paid over to the State.
General information about Fimalac and its capital
8.6. – FIVE-YEAR FINANCIAL SUMMARY
(Articles R.225-81, R.225-83 and R.225-101 of the French Commercial Code) (in €)
DESCRIPTION
Fiscal
2011
Fiscal
2012
(15 months)
Fiscal
2013
Fiscal
2014
Fiscal
2015
I) Capital at the year-end
a) Capital 126,852,000 126,852,000 126,852,000 126,852,000 118,448,000
b) Number of shares outstanding 28,830,000 28,830,000 28,830,000 28,830,000 26,920,000
c) Number of shares issuable upon exercise of warrants - - - - -
d) Number of shares issuable upon exercise of stock options - - - - -
II) Results of operations
a) Revenues (excluding VAT) 63,537,417 202,108,809 91,616,833 71,751,337 215,336,299
b) Earnings before tax, depreciation, amortization and
provision expense 33,270,586 174,642,127 59,175,874 52,415,030 176,562,444
c) Income tax* (979,259) (1,742,385) (158,475) 192,233 (31,048,134)
d) Profit for the period 39,987,911 161,961,866 83,975,877 59,208,984 132,476,296
e) Dividends 43,245,000 51,894,000 54,777,000 115,320,000 56,532,000 **
III) Per share data
a) Earnings after tax, before depreciation, amortization and
provision expense 1.19 6.12 2.06 1.81 7.71
b) Earnings per share 1.39 5.62 2.91 2.05 4.92
c) Dividend per share 1.50 1.80 1.90 4.00 2.10 **
IV) Employee information
a) Number of employees 1 1 1 1 1
b) Total payroll 1,568,989 1,625,977 1,289,532 3,918,201 4,486,969
c) Total benefits
546,511 546,666 554,356 1,114,629 1,123,125
* Amounts in parentheses correspond to tax benefits.
** Dividend recommended for approval by the Annual Shareholders' Meeting.
20
1
Annual Shareholders’ Meeting of June 15, 2016
202
SECTION 9.
ANNUAL SHAREHOLDERS’ MEETING OF
JUNE 15, 2016
9.1. – REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED RESOLUTIONS
Approval of the 2015 financial statements (1st and 2nd resolutions)
Shareholders are invited to approve the Board of Directors' report, the Auditors' reports and the financial
statements of the Company and the Group for the year ended December 31, 2015.
Auditors' special report (3rd resolution)
Shareholders are invited to approve the related party agreements and commitments referred to in the Auditors'
special report.
Appropriation of profit (4th resolution)
The Board of Directors recommends that profit for the year be appropriated as follows:
- Amounts available for appropriation (in €) Profit for the year 132,476,296.48
Retained earnings brought forward from prior years 313,119,204.54
Total 445,595,501.02
- Appropriations (in €) Non-cumulative first dividend provided for in the Company's bylaws 5,922,400.00
Additional dividend 50,609,600.00
Transfer to the treasury stock account 10,166,558.89
Retained earnings 378,896,942.13
Total 445,595,501.02
The total dividend payout will amount to €56,532,000. The net dividend payable on each of the 26,920,000
shares outstanding and carrying rights to the 2015 dividend will amount to €2.10. The full amount of the
dividend will be eligible for the 40% personal income tax allowance available to French tax residents under
article 158-3-2 of the French Tax Code (Code Général des Impôts).
The dividend will be payable from June 22, 2016.
Annual Shareholders’ Meeting of June 15, 2016
203
Dividends for the last three fiscal years were as follows (information disclosed in accordance with
article 243bis of the French Tax Code):
Fiscal year Total dividend (in €) Dividend per share (in €)
2011 43,245,000.00 1.50*
2012 51,894,000.00 1.80*
2013 54,777,000.00 1.90*
2014 107,680,000.00 4.00**
* Qualifying in full for the 40% personal income tax allowance available to French tax residents under article 158-3-2 of the French
Tax Code.
** Including a special dividend of €2.
Re-election of Marc Ladreit de Lacharrière (5th resolution)
Marc Ladreit de Lacharrière's term as director expires at the close of the Annual Shareholders' Meeting.
Shareholders are invited to re-elect him for a period of four years, in accordance with the provisions of the
bylaws.
Re-election of Bernard de Lattre (6th resolution)
Bernard de Lattre's term as director expires at the close of the Annual Shareholders' Meeting. Shareholders are
invited to re-elect him for a period of four years, in accordance with the provisions of the bylaws.
Re-election of Philippe Lagayette (7th resolution)
Philippe Lagayette's term as director expires at the close of the Annual Shareholders' Meeting. Shareholders
are invited to re-elect him for a period of four years, in accordance with the provisions of the bylaws.
Re-election of Groupe Ladreit de Lacharrière (8th resolution)
Groupe Ladreit de Lacharrière's term as director expires at the close of the Annual Shareholders' Meeting.
Shareholders are invited to re-elect Groupe Ladreit de Lacharrière for a period of four years, in accordance
with the provisions of the bylaws.
Authorization to buy back shares (9th resolution)
The Board of Directors is seeking an 18-month authorization to buy back Fimalac shares representing up to
10% of the Company's capital.
Information about the buyback program is provided in the "General Information" section of the Annual Report.
Authorization to reduce the capital by canceling treasury stock (10th resolution)
In connection with the share buyback program, the Board of Directors is seeking an authorization to reduce the
capital, on one or several occasions, by canceling all or some of the shares held in treasury. The number of
shares that may be canceled in any given 24-month period would not represent more than 10% of the capital.
Annual Shareholders’ Meeting of June 15, 2016
204
Shareholders are also invited to give full powers to the Board of Directors to deduct from reserves, additional
paid-in capital or retained earnings the difference between the purchase price of the shares and their par value,
which will not represent more than 10% of the capital.
This authorization would be valid for a period of 18 months from the date of the Annual Shareholders'
Meeting.
Authorization to make stock grants to employees and officers (11th resolution)
In accordance with articles L.225-197-1 et seq. of the French Commercial Code, the Board of Directors is
seeking an authorization to make stock grants on one or several occasions to employees of the Company and
related companies within the meaning of article L.225-197-2 of the Code, and to officers (mandataires
sociaux) as defined by law. The grants could be made by allocating treasury stock or by issuing new shares.
The Board of Directors would determine the list of grantees, the terms and conditions of the stock grant plan
and any grant criteria, based on the recommendations of the Selection, Nominations and Remunerations
Committee.
The total number of shares granted under this authorization would not represent more than 3.5% of the
Company's capital at the grant date.
The share grants would be subject to a vesting period of at least one year from the grant date, and the vested
shares would be subject to a lock-up period of at least two years.
The Board is seeking full powers to use this authorization, directly or through a duly authorized representative,
and to decide whether to allocate treasury stock or to issue new shares
The authorization is being sought for a period of 38 months from the date of the Annual Shareholders'
Meeting.
Authorization to carry out an employee rights issue without pre-emptive subscription rights for existing
shareholders (12th resolution)
According to the French Commercial Code (article L.225-129-6, first paragraph), if a resolution is presented
authorizing the Board to issue shares and share equivalents, then a separate resolution must be presented
authorizing an employee rights issue (governed by the French Labor Code).
The Board of Directors is therefore seeking a 36-month authorization to increase the Company's capital by a
maximum of €10,000 – not including any adjustments to be made in accordance with the law – by issuing
shares or share equivalents to employees of the Company and related companies who are members of an
employee stock ownership plan (PEE).
Powers (13th resolution)
The Board of Directors is requesting that full powers be given to carry out all the formalities relating to the
Annual Shareholders' Meeting.
Annual Shareholders’ Meeting of June 15, 2016
205
9.2. – STATUTORY AUDITORS' REPORTS ON THE EXTRAORDINARY RESOLUTIONS
9.2.1. – STATUTORY AUDITORS' SPECIAL REPORT ON THE CAPITAL REDUCTION(S) TO BE CARRIED
OUT BY CANCELING TREASURY STOCK
(10th resolution)
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely
for the convenience of English speaking readers. This report should be read in conjunction with, and
construed in accordance with, French law and professional auditing standards applicable in France.
To the shareholders,
In our capacity as Statutory Auditors of Fimalac, and in accordance with article L.225-209 of the French
Commercial Code dealing with capital reductions carried out by canceling treasury stock, we present below
our report setting out our assessment of the underlying reasons for the proposed capital reduction(s) and the
related terms and conditions.
The Board of Directors is seeking an 18-month authorization to cancel shares purchased under the buyback
program in accordance with the aforementioned article of the French Commercial Code. The number of shares
canceled in any 24-month period would not exceed 10% of the Company’s capital.
We have performed all the procedures that we considered necessary in accordance with the professional
standards applicable in France. Those standards require that we perform the necessary procedures to assess
whether the underlying reasons for the proposed capital reduction(s) and the related terms and conditions are
reasonable and whether said capital reduction(s) protect the rights of all shareholders equally.
We have no comments to make concerning the underlying reasons for the proposed capital reduction(s) or the
related terms and conditions.
Neuilly-sur-Seine and Paris, March 29, 2016
The Statutory Auditors
PricewaterhouseCoopers Audit Cagnat & Associés
David Clairotte Pierre Mercadal
Annual Shareholders’ Meeting of June 15, 2016
206
9.2.2. – STATUTORY AUDITORS' SPECIAL REPORT ON THE GRANTING OF NEW OR EXISTING
SHARES
(11th resolution)
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely
for the convenience of English speaking readers. This report should be read in conjunction with, and
construed in accordance with, French law and professional auditing standards applicable in France.
To the shareholders,
In our capacity as Statutory Auditors of Fimalac and as required by article L.225-197-1 of the French
Commercial Code, we present below our report on the authorization sought by the Board of Directors to make
stock grants, on one or several occasions, to all or selected employees and corporate officers of the Company
and related companies.
As explained in its report, the Board of Directors is seeking a 38-month authorization to make stock grants,
either by issuing new shares or allocating treasury stock.
The Board is responsible for issuing a report on the proposed program. Our responsibility is to report to
shareholders our comments on the information contained in that report.
We have performed all the procedures that we considered necessary in accordance with the professional
standards applicable in France. Those procedures included verifying that the proposed terms described in the
Board of Directors' report comply with the law.
We have no comments to make on the information given in the Board of Directors' report concerning the
planned stock grants.
Neuilly-sur-Seine and Paris, March 29, 2016
The Statutory Auditors
PricewaterhouseCoopers Audit Cagnat & Associés
David Clairotte Pierre Mercadal
Annual Shareholders’ Meeting of June 15, 2016
207
9.2.3. – STATUTORY AUDITORS' SPECIAL REPORT ON THE EMPLOYEE RIGHTS ISSUE
(12th resolution)
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely
for the convenience of English speaking readers. This report should be read in conjunction with, and
construed in accordance with, French law and professional auditing standards applicable in France.
To the shareholders,
In our capacity as Statutory Auditors of Fimalac and as required by articles L.228-92 and L.225-135 et seq. of
the French Commercial Code, we present to you our report on the authorization sought by the Board of
Directors to increase the capital by up to €10,000 by issuing shares and share equivalents to employees or
officers of the Company and related companies and groups (within the meaning of article L.225-180 of the
French Commercial Code) who are members of an employee stock ownership plan (PEE), without pre-emptive
subscription rights for existing shareholders.
The resolution is presented for shareholder approval in compliance with article L.225-129-6 of the French
Commercial Code and articles L.3332-18 et seq. of the French Labor Code.
The Board of Directors is seeking a 36-month authorization to carry out a rights issue on the basis described in
its report, without pre-emptive subscription rights for existing shareholders.
The Board of Directors is responsible for issuing a report in accordance with articles R.225-113 et seq. of the
French Commercial Code. Our responsibility is to express an opinion on the fairness of the financial
information taken from the financial statements, the proposed waiver of pre-emptive subscription rights and
certain other information about the proposed rights issue provided in the Board of Directors' report.
We have performed all the procedures that we considered necessary in accordance with the professional
standards applicable in France. Those procedures consisted of verifying the information on the proposed issue
and the method of determining the issue price of the shares contained in the Board of Directors' report.
Pending our review of the final terms and conditions of the proposed rights issue, we have no comments to
make concerning the method to be used to set the issue price, as described in the Board of Directors' report.
The issue price of the shares has not yet been fixed and we therefore cannot and do not express any opinion on
them or on the proposal made to shareholders to waive their pre-emptive subscription rights.
As required by article R.225-116 of the French Commercial Code, we will issue a further report if and when
the Board of Directors carries out the proposed issue.
Neuilly-sur-Seine and Paris, March 29, 2016
The Statutory Auditors
PricewaterhouseCoopers Audit Cagnat & Associés
David Clairotte Pierre Mercadal
Annual Shareholders’ Meeting of June 15, 2016
208
9.3. – TEXT OF THE PROPOSED RESOLUTIONS
The following resolutions will be presented for approval at the Annual Shareholders' Meeting of
June 15, 2016.
ORDINARY RESOLUTIONS
First resolution (Approval of the reports of the Board of Directors and the Auditors and of the consolidated
financial statements for the year ended December 31, 2015)
The Shareholders' Meeting, having considered the reports of the Board of Directors and the Auditors and the
consolidated financial statements, approves the transactions referred to in these reports and the consolidated
financial statements for the year ended December 31, 2015 showing attributable profit for the period of
€1,583 million.
Second resolution (Approval of the reports of the Board of Directors and the Auditors and of the Company's
financial statements for the year ended December 31, 2015)
The Shareholders' Meeting, having considered the reports of the Board of Directors and the Auditors and the
Company's financial statements, approves the transactions referred to in these reports and the financial
statements for the year ended December 31, 2015 showing profit for the period of €132.5 million.
Third resolution (Approval of related party agreements)
The Shareholders' Meeting, having considered the Auditors' special report on related party agreements
prepared in accordance with article L.225-40 of the French Commercial Code, approves each of the
agreements referred to therein.
Fourth resolution (Appropriation of profit and determination of the dividend)
The Shareholders' Meeting:
1) Approves the recommendation of the Board of Directors concerning the appropriation of profit for 2015,
as follows:
- Amounts available for appropriation (in €) Profit for the year 132,476,296.48
Retained earnings brought forward from prior years 313,119,204.54
Total 445,595,501.02
- Appropriations (in €) Non-cumulative first dividend provided for in the Company's bylaws 5,922,400.00
Additional dividend 50,609,600.00
Transfer to the treasury stock account 10,166,558.89
Retained earnings 378,896,942.13
Total 445,595,501.02
Annual Shareholders’ Meeting of June 15, 2016
209
2) Resolves that the net dividend payable on each of the 26,920,000 shares outstanding and carrying rights
to the 2015 dividend will amount to €2.10 and notes that the full amount of the dividend qualifies for the
40% personal income tax allowance available to French residents under article 158-3-2 of the French
Tax Code.
3) Resolves that the dividend will be payable from June 22, 2016, and that dividends on treasury stock will
be credited to retained earnings, following determination by the Board of Directors of the number of
shares concerned.
4) Notes, in accordance with article 243bis of the French Tax Code, that dividends for the last three years
were as follows:
Fiscal year Total dividend (in €) Dividend per share (in €)
2011 43,245,000.00 1.50*
2012 51,894,000.00 1.80*
2013 54,777,000.00 1.90*
2014 107,680,000.00 4.00**
* Qualifying in full for the 40% personal income tax allowance available to French tax residents under article 158-3-2 of
the French Tax Code.
** Including a special dividend of €2.
Fifth resolution (Re-election of Marc Ladreit de Lacharrière as a director)
The Shareholders' Meeting re-elects Marc Ladreit de Lacharrière as a director for a four-year term expiring at
the close of the Annual Shareholders' Meeting to be called in 2020 to approve the 2019 financial statements.
Sixth resolution (Re-election of Bernard de Lattre as a director)
The Shareholders' Meeting re-elects Bernard de Lattre as a director for a four-year term expiring at the close of
the Annual Shareholders' Meeting to be called in 2020 to approve the 2019 financial statements.
Seventh resolution (Re-election of Philippe Lagayette as a director)
The Shareholders' Meeting re-elects Philippe Lagayette as a director for a four-year term expiring at the close
of the Annual Shareholders' Meeting to be called in 2020 to approve the 2019 financial statements.
Eighth resolution (Re-election of Groupe Marc Ladreit de Lacharrière as a director)
The Shareholders' Meeting re-elects Groupe Marc Ladreit de Lacharrière as a director for a four-year term
expiring at the close of the Annual Shareholders' Meeting to be called in 2020 to approve the 2019 financial
statements.
Ninth resolution (Authorization to buy back shares)
The Shareholders' Meeting, having considered the report of the Board of Directors:
1) In accordance with article L.225-209 of the French Commercial Code, authorizes the Board of Directors
or by delegation the Chairman and Chief Executive Officer to buy back up to 10% of the total number of
Annual Shareholders’ Meeting of June 15, 2016
210
shares comprising the Company’s share capital, which for information purposes represented 2,692,000
shares at December 31, 2015.
2) Sets the maximum purchase price at €125 per share and the minimum sale price at €50. This minimum
sale price will not apply to transfers of shares resulting from the exercise of stock options.
3) Resolves that this authorization may be used in accordance with the law, inter alia, for the following
purposes:
a) To allocate shares upon exercise of stock options, in accordance with article L.225-177 of the French
Commercial Code, and/or to make stock grants in accordance with articles L.225-197-1 et seq. of said
Code.
b) To maintain a liquid secondary market for the Company's shares under a liquidity contract signed with
an investment firm that complies with a code of ethics approved by the AMF.
c) To cancel the acquired shares, subject to adoption of the tenth resolution of the Annual Shareholders'
Meeting of June 15, 2016 (extraordinary resolution).
d) To allocate shares on redemption, conversion, exchange or exercise of share equivalents, in
compliance with the applicable regulations.
e) To purchase shares to be held and subsequently remitted as payment in connection with external
growth transactions.
4) Resolves that the shares may be purchased, sold, transferred or exchanged by any appropriate means, on
the open market or otherwise, including through block purchases or the use of derivative instruments,
provided that their use does not significantly increase the volatility of the share price.
The authorization is also designed to enable the application of any market practices that may come to be
accepted by the AMF and, more generally, the completion of any transactions that comply with the
applicable regulations.
5) Resolves that in the case of a bonus share issue paid up by capitalizing reserves, or of a stock split or
reverse stock split, the above number of shares and prices will be adjusted based on the ratio between the
number of shares outstanding before and after the operation.
6) Resolves that any dividends payable on Fimalac shares held by the Company under this authorization will
be credited to retained earnings.
7) Sets at 18 months the duration of this authorization, which supersedes that given in the seventh resolution
of the Annual Shareholders' Meeting of June 10, 2015.
Annual Shareholders’ Meeting of June 15, 2016
211
EXTRAORDINARY RESOLUTIONS
Tenth resolution (Authorization to reduce the capital by canceling treasury stock)
The Extraordinary Shareholders' Meeting, having considered the report of the Board of Directors and the
Auditors' special report:
1) Authorizes the Board of Directors, in accordance with article L.225-209 of the French Commercial
Code, to reduce the Company's capital on one or several occasions by canceling all or some of the shares
held in treasury.
2) Gives full powers to the Board of Directors to:
a) Carry out the capital reduction or reductions and determine the amount or amounts thereof, and set
the related terms and conditions, provided that the number of shares canceled in any 24-month
period does not represent over 10% of the Company's capital.
b) Charge the difference between the purchase price of the canceled shares and their par value to any
reserve accounts or to additional paid-in capital.
c) Amend the bylaws to reflect the new capital and carry out any necessary publication or other
formalities.
d) Delegate all necessary powers to implement the Board's decisions.
3) Sets at 18 months the duration of this authorization, which supersedes that given in the twentieth
resolution of the Annual Shareholders' Meeting of June 17, 2014.
Eleventh resolution (Authorization to make stock grants to employees and officers)
The Extraordinary Shareholders' Meeting, having considered the report of the Board of Directors and the
Auditors' special report, resolves, in accordance with articles L.225-197-1 et seq. of the French Commercial
Code:
1) To authorize the Board of Directors to make stock grants on one or several occasions to all or selected
eligible employees and officers of the Company and of related companies and groups within the
meaning of article L.225-197-2 of the French Commercial Code, either by issuing new shares or
allocating treasury stock.
2) To authorize the Board of Directors to determine the list of grantees, the terms and conditions of the
stock grant plan and any grant criteria, based on the recommendations of the Selection, Nominations and
Remunerations Committee.
3) That the total number of shares granted under this authorization may not represent more that 3.5% of the
Company's capital at the grant date.
4) That the stock grants will be subject to a vesting period of at least one year from the grant date, and that
the vested shares will be subject to a lock-up period of at least two years.
5) To authorize the Board of Directors to adjust the number of shares if any corporate actions are carried
out during the vesting period, where such an adjustment is necessary in order to preserve the rights of
the grantees.
Annual Shareholders’ Meeting of June 15, 2016
212
6) That this authorization automatically entails the waiver by shareholders of their entitlement to the
portion of reserves, profit or additional paid-in capital that will be capitalized if new shares are issued
for these stock grants.
7) To grant full powers to the Board of Directors, or – by delegation – to any duly appointed representative,
to use this authorization.
8) To set at 38 months the duration of this authorization, which supersedes that given by the twenty-first
resolution of the Extraordinary Shareholders' Meeting of June 17, 2014.
Twelfth resolution (Authorization to carry out an employee rights issue without pre-emptive subscription
rights for existing shareholders)
The Extraordinary Shareholders' Meeting, having considered the report of the Board of Directors and the
Auditors' special report, resolves, in accordance with article L.225-129-6, paragraph 1, of the French
Commercial Code:
1) To authorize the Board of Directors to increase the capital, on one or several occasions, by a maximum
aggregate amount of €10,000 – not including any adjustments to be made in compliance with the law –
by issuing shares or share equivalents to the employees or officers of the Company and any French and
foreign related companies within the meaning of article L.225-180 of the French Commercial Code, who
are members of an employee stock ownership plan (PEE) set up by the Company.
2) To cancel shareholders' pre-emptive rights to subscribe to these issues.
3) That the Board of Directors may decide to issue shares or share equivalents without consideration,
provided that the total resulting benefit, including any matching contributions by the Company and any
price discount, does not exceed the limits set in the applicable laws or regulations.
4) That the new shares will not be offered at a price in excess of the average of the opening prices quoted
over the 20 trading days preceding the date of the Board decision setting the opening date of the
subscription periods or at a discount of more than 20% to this average.
5) That the characteristics of any share equivalents issued under this authorization shall be determined by
the Board of Directors in accordance with the applicable regulations.
6) That the Board of Directors shall have full powers to:
a) Set the terms of any issues of free shares or share equivalents.
b) Decide on the amount, price and other terms and conditions of each issue.
c) Set the opening and closing dates of the subscription period.
d) Set the period granted to participants to settle the subscription price of the shares or share
equivalents, within the limits prescribed by law.
e) Set the retroactive or future cum rights date of the new shares or share equivalents.
f) Set the terms and conditions of transactions carried out under this authorization and obtain the
quotation of the new securities on any market.
Annual Shareholders’ Meeting of June 15, 2016
213
g) Place on record the capital increases resulting from the share issues, amend the bylaws to reflect
the new capital, carry out – directly or through a representative – all operations and formalities
related to the capital increase and, at the Board's discretion, charge the share issuance costs
against the related premium and deduct from the premium the amount necessary to increase the
legal reserve to 10% of the new capital after each issue, carry out all filing and other formalities
with any organizations and generally do what is necessary.
7) To set at 36 months the duration of this authorization, which supersedes that given in the twenty-second
resolution of the Annual Shareholders' Meeting of June 17, 2014.
Thirteenth resolution (Powers to carry out formalities)
The Shareholders' Meeting gives full powers to the bearer of an original or duplicate copy of the minutes of
this Meeting, or of an extract thereof, to carry out all necessary formalities.
***
Other information
214
SECTION 10.
OTHER INFORMATION
10.1. – STATUTORY AUDITORS
Statutory Auditors
Cagnat & Associés, 14 rue Pelouze, 75008 Paris, France (represented by Pierre Mercadal)
Member of Compagnie Régionale des Commissaires aux Comptes de Paris
First appointed: June 11, 1987
Appointment renewed: February 4, 2011
Appointment expires: 2017 Annual Shareholders' Meeting
PricewaterhouseCoopers Audit, 63 rue de Villiers, 92200 Neuilly-sur-Seine, France (represented by David
Clairotte)
Member of Compagnie Régionale des Commissaires aux Comptes de Versailles
First appointed: February 12, 2008
Appointment renewed: June 17, 2014
Appointment expires: 2020 Annual Shareholders' Meeting
Substitute Statutory Auditors
Philippe Azencoth, 66 boulevard Malesherbes, 75008 Paris, France
Member of Compagnie Régionale des Commissaires aux Comptes de Paris
First appointed: February 4, 2011
Appointment expires: 2017 Annual Shareholders' Meeting
Jean-Baptiste Deschryver, 63 rue de Villiers, 92200 Neuilly-sur-Seine, France
Member of Compagnie Régionale des Commissaires aux Comptes de Versailles
First appointed: June 17, 2014
Appointment expires: 2020 Annual Shareholders' Meeting
10.2. – INFORMATION POLICY
Name and address of the person responsible for information
Robert Gimenez
Phone: + 33 (0)1 47 53 61 73
Fax: + 33 (0)1 47 53 61 57
Website
www.fimalac.com
Other information
215
10.3. – INFORMATION PUBLISHED OR DISCLOSED TO THE PUBLIC SINCE JANUARY 1, 2015
Information published on the Fimalac website
Date Subject
January 13, 2015 Total number of shares and voting rights at December 31, 2014
January 13, 2015 Liquidity contract at December 31, 2014
January 28, 2015 2014 revenue
February 11, 2015 Total number of shares and voting rights at December 31, 2014 (amended)
February 11, 2015 Total number of shares and voting rights at January 31, 2015
March 12, 2015 Completion of the sale of 30% of Fitch Group to Hearst
March 13, 2015 Total number of shares and voting rights at February 28, 2015
April 2, 2015 2014 results
April 9, 2015 Total number of shares and voting rights at March 31, 2015
April 27, 2015 Online publication of the 2014 Annual Report
April 27, 2015 First-quarter 2015 revenue
June 8, 2015 Total number of shares and voting rights at May 31, 2015
June 15, 2015 Report on the Annual Shareholders' Meeting of June 10, 2015
July 21, 2015 Total number of shares and voting rights at June 30, 2015
July 21, 2015 Liquidity contract at June 30, 2015
July 23, 2015 First-half 2015 revenue
August 5, 2015 Total number of shares and voting rights at July 31, 2015
September 10, 2015 Total number of shares and voting rights at August 31, 2015
September 10, 2015 First-half 2015 results
September 16, 2015 Online publication of the 2015 interim report
October 26, 2015 Revenue for the first nine months of 2015
October 27, 2015 Revenue for the first nine months of 2015 (correction)
November 16, 2015 Total number of shares and voting rights at October 31, 2015
December 11, 2015 Total number of shares and voting rights at November 30, 2015
December 14, 2015 Fimalac's investment in NextRadioTV sold for €46.9 million
January 7, 2016 Liquidity contract at December 31, 2015
January 7, 2016 Total number of shares and voting rights at December 31, 2015
Other information
216
Date Subject
January 7, 2016 Total number of shares and voting rights at December 31, 2015
January 7, 2016 Liquidity contract at December 31, 2015
February 1, 2016 2015 revenue
February 3, 2016 Total number of shares and voting rights at January 31, 2016
March 8, 2016 Total number of shares and voting rights at February 29, 2016
March 14, 2016 2015 results – Proposed share buyback
March 15, 2016 Filing of simplified tender offer
Information published in Bulletin des Annonces Légales Obligatoires (BALO)
Date Subject
May 4, 2015 Notice of meeting (AGM)
June 19, 2015 Notice of approval of 2014 financial statements
10.4. – DOCUMENTS ON DISPLAY
During the life of this Annual Report, the bylaws, Statutory Auditors' reports and financial statements for the
past three years, as well as all reports, letters and other documents, historical financial information relating to
Fimalac and its subsidiaries for the past three years, and valuations and statements prepared by an expert at
Fimalac's request, and any other documents whose disclosure is required by law, may be consulted at Fimalac's
headquarters.
Cross-reference list of information required in the
Annual Report
217
SECTION 11.
CROSS-REFERENCE LIST OF INFORMATION
REQUIRED IN THE ANNUAL REPORT
Not applicable.
Corporate social responsibility and environmental
index
218
SECTION 12.
CORPORATE SOCIAL RESPONSIBILITY AND
ENVIRONMENTAL INDEX
The index below lists the corporate social responsibility and environmental information given in this document
in line with the topics covered by France’s “Grenelle II” environmental legislation. The information has been
prepared in accordance with the provisions of article L.225-102-1 of the French Commercial Code.
INDEX OF CORPORATE SOCIAL RESPONSIBILITY AND ENVIRONMENTAL INFORMATION
LABOR INFORMATION Information required by law Section Scope Comments and explanations
a) Employment Total workforce by gender, age
group and region
1) a to 1) f Entertainment Division
Digital Division
(Webedia)
Real Estate Division
Parent and holding
companies
--
Hires and terminations 1) Introduction
1) g
1) h
Parent and holding
companies
Entertainment Division
Digital Division
--
Compensation and changes in
compensation
1) g
1) h
Entertainment Division
Digital Division
Reported payroll does not
include the Fimalac parent
company.
b) Organization of
work
Organization of working hours 1) g
1) h
Vega Group
Ellipse Group
Digital Division
The Fimalac parent company
has limited staff and the
organization of working hours
is not subject to any specific
monitoring.
Absenteeism 1) Introduction Parent and holding
companies
The Entertainment and Digital
Divisions are not included in
the reporting scope.
Information for these divisions
will be disclosed as from 2016.
Corporate social responsibility and environmental
index
219
LABOR INFORMATION Information required by law Section Scope Comments and explanations
c) Labor relations Organization of social dialogue,
particularly through information
and consultation procedures and
bargaining
1) g
1) h
Entertainment Division
Digital Division --
Overview of collective bargaining
agreements
1) g
1) h
Entertainment Division
Digital Division
No collective bargaining
agreements have been signed
by the Fimalac parent company
due to its limited staff.
d) Health and safety Occupational health and safety 1) g
1) h
Entertainment Division
Digital Division
At the Fimalac parent
company, which has limited
staff, health and safety issues
are not subject to any specific
monitoring.
Overview of the agreements signed
with labor unions or employee
representatives concerning
occupational health and safety
1) g
1) h
Vega Group
Webedia parent
company
No occupational health and
safety agreements have been
signed at the level of the
Fimalac parent company.
Frequency and severity of work-
related accidents and occupational
diseases
1) Introduction
1) g
1) h
Parent and holding
companies
Entertainment Division
Digital Division
--
e) Training Training policies 1) Introduction
1) g
1) h
Parent and holding
companies
Entertainment Division
Digital Division
--
Total number of training hours 1) g
1) h
Vega (excluding
associates and parent
company)
Webedia SA, Purestyle
Odyssée, Mixicom
--
f) Equal opportunity Equal opportunity policy and
measures to promote gender
equality
1) g
1) h
Entertainment Division
Digital Division
At the Fimalac parent company
and at its subsidiaries, the
human resources managers
work to combat all forms of
workplace discrimination.
Policies and measures to promote
employment and integration of
people with disabilities
1) g
1) h
Vega Group
Ellipse Group
Digital Division
Anti-discrimination policies 1) g
1) h
Entertainment Division
Digital Division
Corporate social responsibility and environmental
index
220
LABOR INFORMATION Information required by law Section Scope Comments and explanations
g) Promotion of and
compliance with ILO
conventions
Respect for freedom of association
and collective bargaining
1) g
1) h
1) h
1) h
1) h
Entertainment Division
Digital Division
Digital Division
Digital Division
Digital Division
Given that Fimalac and its
subsidiaries Vega and
Ellipse/Carilis are based in
France, this information is not
considered necessary in light
of applicable laws and
regulations in France.
Elimination of discrimination in
employment and occupation
Elimination of forced or
compulsory labor
Effective abolition of child labor
ENVIRONMENTAL
INFORMATION Information required by law Section Scope Comments and explanations
a) Environmental
policy
Organization of the company to
take environmental concerns into
account. Environmental
assessment and certification
processes, where applicable.
2) a
2) b
Vega Group
Ellipse Group
Webedia parent
company
--
Employee training and information
on environmental protection
2) b Webedia parent
company
--
Resources dedicated to preventing
environmental risks and pollution
2) a
2) b
Vega Group
Ellipse Group
Webedia parent
company
--
Provisions and guarantees for
environmental risks, except where
disclosure could seriously harm the
company’s interests in any pending
legal proceedings
1.9.3. Fimalac Group
The related provisions
correspond to facilities used
by the Fimalac Group in the
past.
b) Pollution and
waste management
Measures to prevent, reduce and
clean up environmentally harmful
emissions and discharges into the
air, water and soil
2) a
2) b
Ellipse Group
Webedia SA
headquarters
This environmental
information is not considered
relevant to the Fimalac parent
company.
Measures to prevent, recycle and
eliminate waste
2) a
2) b
Vega Group
Webedia parent
company
--
Measures to mitigate noise
pollution and all other types of
pollution specific to an activity
2) a Vega Group Due to the nature of its
activities, Vega is the only
entity in the Group concerned
by this information.
Corporate social responsibility and environmental
index
221
ENVIRONMENTAL
INFORMATION Information required by law Section Scope Comments and explanations
c) Sustainable use of
resources
Water use and water withdrawals
in relation to local resources
2) a Ellipse Group Due to the nature of its
activities, Ellipse is the only
entity in the Group concerned
by this information.
Consumption of raw materials and
measures to use them more
efficiently
2) a
2) b
Vega Group
Webedia parent
company
--
Energy use and measures taken to
improve energy efficiency and the
use of renewable energy sources
2) a
2) b
Vega Group
Ellipse Group
Webedia parent
company
Due to its size and the nature
of its activities, the Fimalac
holding company is not
concerned by this information.
Land use Excluded
--
d) Contribution to
the drive to combat
climate change
Greenhouse gas emissions 2) a Vega Group
Ellipse Group
--
Measures to adapt to climate
change
2) a Vega Group
Ellipse Group
--
e) Protection of
biodiversity Measures taken to preserve or
develop biodiversity
2) a Ellipse Group --
SOCIAL
INFORMATION Information required by law Section Scope Comments and explanations
a) Regional,
economic and social
impact of the
company’s activities
Impact on employment and
regional development
3) b Entertainment Division --
Impact on local and neighboring
communities
3) b Entertainment Division --
b) Relations with
stakeholders,
notably
mainstreaming
associations,
educational
institutions,
environmental
associations,
consumer
associations and
neighboring
communities
Relations with individuals or
organizations concerned by the
company’s activities
3) b Entertainment Division --
Partnership and sponsorship
programs
Section 2 Fimalac --
Corporate social responsibility and environmental
index
222
SOCIAL
INFORMATION Information required by law Section Scope Comments and explanations
c) Sub-contracting
and suppliers
Inclusion of social and
environmental concerns in
purchasing policy
3) b
2) a
3) b
Vega Group
Vega Group
Entertainment
Division
--
--
Importance of sub-contracting and
integration of corporate social
responsibility and environmental
policies in relationships with
suppliers and subcontractors
d) Fair operating
practices
Measures taken to prevent
corruption
3) b Fimalac --
Measures taken to preserve
consumer health and safety
2) a
3) b
Ellipse
Entertainment
Division
--
e) Other measures
taken to promote
human rights
Other measures taken to promote
human rights
3) a Fimalac --
SECTION 13.
CORPORATE SOCIAL RESPONSIBILITY AND
ENVIRONMENTAL REPORT
Report of one of the Statutory Auditors, appointed as an independent third party, on the consolidated
environmental, labor and social information provided in the management report
Year ended December 31, 2015
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely
for the convenience of English speaking readers. This report should be read in conjunction with, and
construed in accordance with, French law and professional auditing standards applicable in France.
To the shareholders,
In our capacity as Fimalac’s Statutory Auditor, appointed as an Independent Third Party accredited by Cofrac
(accreditation no.3-10606), we hereby report to you on the consolidated environmental, labor and social
information for the year ended December 31, 2015, presented in the management report (the “CSR
Information”), in accordance with article L.225-102-1 of the French Commercial Code (Code de Commerce).
Responsibility of the Company
The Board of Directors is responsible for preparing the Company’s management report including CSR
information in accordance with the provisions of article R.225-105-1 of the French Commercial Code and with
the procedures used by the Company (the “Guidelines”), as summarized in the management report and
available on request from the Company's headquarters.
Independence and quality control
Our independence is defined by regulatory texts, the French code of ethics governing the audit profession and
the provisions of article L.822-11 of the French Commercial Code. We have also implemented a quality
control system comprising documented policies and procedures for ensuring compliance with the codes of
ethics, professional auditing standards and applicable legal and regulatory texts.
Responsibility of the Statutory Auditors
On the basis of our work, it is our responsibility to:
- Certify that the required CSR Information is presented in the management report or, in the event that any
CSR Information is not presented, that an explanation is provided in accordance with paragraph 3,
article R.225-105 of the French Commercial Code (Statement of completeness of CSR Information).
- Express limited assurance that the CSR Information, taken as a whole, is, in all material respects, fairly
presented in accordance with the Guidelines (Reasoned opinion on the fairness of the CSR Information).
Our work was carried out by a team of five people between February and March 2016. We were assisted in our
work by our specialists in corporate social responsibility.
6 Refer to the Cofrac website www.cofrac.fr.
We performed our work in accordance with professional standards applicable in France and the government
order dated May 13, 2013 describing the process to be followed by the independent third party, and with
international standard ISAE 3000 concerning the reasoned opinion on the fairness of CSR Information.7
1) Statement of completeness of CSR Information
Nature and scope of our work
We conducted interviews with the heads of the departments concerned in order to gain an understanding of the
sustainable development policy implemented by Fimalac to address the social and environmental impact of its
operations and fulfil its social commitments, and of any related initiatives or programs.
We compared the CSR Information presented in the management report with the list in article R.225-105-1 of
the French Commercial Code.
For any consolidated CSR Information that was not disclosed, we checked that the explanations provided
complied with article R.225-105, paragraph 3 of the French Commercial Code.
We ensured that the CSR Information covered the consolidated reporting scope, i.e., the Company, its
subsidiaries as defined in article L.233-1 and the entities it controls as defined in article L.233-3 of the French
Commercial Code, taking into account the scope limitations described in the section of the management report
entitled "CSR reporting methodology".
Conclusion
Based on this work and taking into account the scope limitations mentioned above, we hereby certify that the
required CSR Information is disclosed in full in the management report.
2) Reasoned opinion on the fairness of the CSR Information
Nature and scope of our work
We conducted around 10 interviews with four people responsible for preparing the CSR Information in the
departments in charge of collecting this information and, where necessary, with the people responsible for
internal control and risk management procedures, in order to:
- Assess the appropriateness of the Guidelines in terms of their relevance, completeness, reliability,
impartiality and comprehensibility, and compared with good industry practice where applicable.
- Verify the implementation of data collection, compilation, processing and control procedures designed to
produce complete and consistent CSR Information, and understand Fimalac's internal control and risk
management procedures covering the preparation of the CSR Information.
We determined the nature and scope of our tests and procedures according to the nature and importance of the
CSR Information taking into account the Company’s specific characteristics, the social and environmental
impact of its activities, its sustainable development policy and good industry practice.
For the CSR Information that we considered to be the most important8:
- At the level of the consolidating entity Fimalac, we consulted documentary sources and conducted
interviews to substantiate the qualitative information (organization, policy, action); we performed analytical
7 ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information. 8 See Appendix for details.
procedures on the quantitative information and verified, using sampling techniques, the calculations and the
consolidation of the data; and we verified the data’s consistency and concordance with the other
information in the management report.
- At the level of a representative sample of entities9 selected on the basis of their activity, contribution to the
consolidated indicators, location and an assessment of the risks associated with each one, we conducted
interviews to obtain assurance that procedures are followed correctly and performed detailed tests using
sampling techniques in order to verify the calculations and reconcile the data with the supporting
documents. The entities in the sample represented, on average, 25% of the workforce and, on average, 34%
of the quantitative environmental data.
For the other consolidated CSR Information, we assessed its consistency based on our understanding of the
Company.
Lastly, we assessed the relevance of explanations given for any information that was not disclosed or for which
only partial disclosure was made.
We consider that the sampling methods and sample sizes selected using our professional judgment allow us to
express moderate assurance; a higher level of assurance would have required us to carry out more extensive
work. Because of the use of sampling techniques and the other inherent limitations of any information and
internal control system, it is not possible to guarantee that all possible material errors or omissions were
detected.
Conclusion
Based on our work, nothing has come to our attention that causes us to believe that the CSR Information, taken
as a whole, is not presented fairly, in all material respects, in accordance with the Guidelines.
Neuilly-sur-Seine and Paris, March 29, 2016
One of the Statutory Auditors
PricewaterhouseCoopers Audit
David Clairotte
Partner
Sylvain Lambert
Partner, Sustainable Development
9 Vega entities and Webedia SA.
Appendix: List of the CSR Information that we considered the most important
Labor Information
- Total workforce by gender, age group and region
- Policies and measures to promote employment and integration of people with disabilities
Environmental Information
- Organization of the company to take environmental concerns into account. Environmental assessment and
certification processes, where applicable
- Energy use
- Measures to take into account noise pollution
Social Information
- Economic and social impact of the Company's activities in terms of employment and regional development
Statement on the Annual Financial Report
To the best of my knowledge, the financial statements presented in Section 6 of this Annual Financial Report
have been prepared in accordance with the applicable accounting standards and present fairly the assets and
liabilities, financial position and results of the Company and Group, and the management report presented in
this Annual Financial Report includes a true and fair presentation of the business performance, results and
financial position of the Company and Group, as well as a description of the main risks and uncertainties to
which they are exposed.
Marc Ladreit de Lacharrière
Chairman and Chief Executive Officer
F. Marc de Lacharrière (Fimalac)
"Société anonyme" with share capital of €118,448,000
Registered office: 97 rue de Lille – 75007 Paris, France
Registered under no. 542 044 136 RCS Paris
Phone: +33 (0)1 47 53 61 50 - Fax: +33 (0)1 47 53 61 57
www.fimalac.com