INFORMATION DOCUMENT of Banque Fédérative Du Crédit Mutuel, a French Incorporated Company (Société Anonyme) and the CM11-CIC Group, a French Mutual Banking Group
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INFORMATION DOCUMENT of Banque Fédérative du Crédit Mutuel, a French incorporated company (société anonyme) and the CM11-CIC Group, a French mutual banking group Dated as of 27 May 2013 IMPORTANT PRELIMINARY NOTE This document contains information on the CM11-CIC Group (and its predecessors), the Banque Féderative du Crédit Mutuel (BFCM) and various other entities in the CM11-CIC Group. It may be incorporated by reference in offering documents for securities issuances by BFCM or its affiliates (including Crédit Mutuel-CIC Home Loan SFH), but it does not constitute an offer of any securities. Offers of securities may be made only by a prospectus, offering memorandum or other offering document that describes the terms of the relevant securities and their plan of distribution. The information in this document is derived from documents published by the CM11-CIC Group, BFCM and certain of their affiliates, including CIC. Those published documents may include annual and interim reports, investor presentations and other written communications. The information in those published documents (other than that specifically contained herein) is not part of this document. The information in this document is accurate and complete only as of the date set forth on the cover page hereof. There may be supplements to this document or other documents published subsequent to the date hereof that could supersede or render obsolete some of the information in this document. In addition, the prospectus, offering memorandum or other offering document for an offering may contain or incorporate by reference information on important recent developments that is not contained in this document. None of CM11-CIC Group, BFCM or any of their affiliates makes any representation regarding, or accepts any responsibility for, the information contained in this document or its use by any person, in the absence of a prospectus or other offering document into which this document is incorporated by reference. This document may not be distributed or used in any jurisdiction in which such distribution or use would be unlawful or would require the filing of any document or the taking of any action by CM11-CIC Group, BFCM or any of their affiliates. i TABLE OF CONTENTS Page TERMINOLOGY ....................................................................................................................................................... iii FORWARD-LOOKING STATEMENTS .................................................................................................................. iv INCORPORATION BY REFERENCE ...................................................................................................................... v PRESENTATION OF FINANCIAL INFORMATION ............................................................................................. vi INDUSTRY AND MARKET DATA ......................................................................................................................... vi OVERVIEW DESCRIPTION OF BFCM AND THE CM11-CIC GROUP ............................................................... 1 SELECTED FINANCIAL DATA FOR THE GROUP ............................................................................................... 6 SELECTED FINANCIAL DATA FOR THE BFCM GROUP ................................................................................... 7 RISK FACTORS RELATING TO THE GROUP AND THE BFCM GROUP .......................................................... 9 HISTORY AND STRUCTURE OF THE CM11-CIC GROUP ................................................................................ 17 BUSINESS ................................................................................................................................................................ 23 LEGAL PROCEEDINGS .......................................................................................................................................... 40 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...................................................................................................................................... 41 CAPITAL ADEQUACY OF THE GROUP .............................................................................................................. 80 RISK MANAGEMENT ............................................................................................................................................ 84 GOVERNMENT SUPERVISION AND REGULATION IN FRANCE ................................................................ 103 MANAGEMENT AND EMPLOYEES .................................................................................................................. 107 PRINCIPAL SHAREHOLDERS OF BFCM .......................................................................................................... 117 INDEPENDENT STATUTORY AUDITORS ........................................................................................................ 118 ii TERMINOLOGY In this Information Document, the following terms have the respective meanings set forth below (and, where the context permits, are deemed to include any successors). See “History and Structure of the CM11-CIC Group” for important information relating to the entities and groups referred to in these definitions. “BFCM” means the Banque Fédérative du Crédit Mutuel. “BFCM Group” means BFCM and its consolidated subsidiaries and associates. “CF de CM” means the Caisse Fédérale de Crédit Mutuel. “CIC” means Crédit Industriel et Commercial (CIC), which is the largest subsidiary of BFCM and the CM11-Group. “CM11-CIC Group”, “CM10-CIC Group” and “CM5-CIC Group” means the mutual banking group that includes the local Crédit Mutuel banks that are members of the relevant Federations (11 federations, 10 federations or 5 federations, as the case may be), and of the CF de CM, as well as the entities that are part of the BFCM Group. “Federation” means each of the 11 regional federations formed by groups of Local Banks to serve their mutual interests, centralizing their products, funding, risk management and administrative functions as well as the group-wide Federation of which each of the regional federations is a member. “Group” means the CM11-CIC Group as from 1 January 2012, the CM10-CIC Group for the period from 1 January 2011 to 31 December 2011 and the CM5-CIC Group for the period from 1 January 2010 to 31 December 2010. “Local Banks” means the local Crédit Mutuel mutual banks (caisses locales de Crédit Mutuel) that are members of the Group at the relevant time. The non-capitalized term “local banks” refers to the Local Banks that are members of the Group, as well as the local Crédit Mutuel mutual banks that are members of federations that are not part of the Group. iii FORWARD-LOOKING STATEMENTS This Information Document contains forward-looking statements. Such items in this Information Document include, but are not limited to, statements made under “Risk Factors Relating to the Group and the BFCM Group”. Such statements can be generally identified by the use of terms such as “anticipates”, “believes”, “could”, “expects”, “may”, “plans”, “should”, “will” and “would”, or by comparable terms and the negatives of such terms. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this Information Document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. We have based forward-looking statements on our expectations and projections about future events as of the date such statements were made. These forward-looking statements are subject to risks, uncertainties and assumptions about BFCM or the CM11-CIC Group, including, among other things: • The risks inherent in banking activities including credit risks, market and liquidity risks, operational risks and insurance risks; • Risks relating to volatile global market and weak economic conditions, and particularly current economic conditions affecting sovereigns and financial institutions in Europe; • Risks resulting from recent and proposed legislative and regulatory action affecting financial institutions in France, in Europe and globally. • The risk to the Group’s business and profitability if BFCM were no longer to maintain high credit ratings; • The risk that the Group’s risk management policies may not be effective to prevent losses; • The impact of competition on the Group’s business and operations; • Lower revenue generated from brokerage and other commission- and fee-based businesses during market downturns; • The risk to the Group’s liquidity if it is unable to sell assets when needed; • Risks relating to potential changes in interest rates and their impact on profitability; • The Group’s hedging strategies may not prevent losses; • The Group may not be able to attract and retain qualified employees; • The Group’s provisions are based on assumptions and therefore may prove to be insufficient; • The effects of the Group’s organizational structure and BFCM’s position in the Group; • The fact that local banks outside the Group operate under the Crédit Mutuel name and are part of a mutual liquidity support system to which the Group must contribute if needed; and • Other factors described in this Information Document under “Risk Factors Relating to the Group and the BFCM Group” and “Management’s Discussion and Analysis of Financial Condition and