2014 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT 1 PRESENTATION OF THE BNP PARIBAS GROUP 3 6 INFORMATION ON THE PARENT 1.1 Group presentation 4 COMPANY FINANCIAL STATEMENTS 383 1.2 Key fi gures 4 6.1 BNP Paribas SA fi nancial statements 384 1.3 History 5 Notes to the parent company financial statements 386 1.4 Presentation of activities and business lines 6 6.2 Appropriation of income for the year ended 1.5 BNP Paribas and its shareholders 16 31 December 2014 and dividend distribution 415 6.3 BNP Paribas SA fi ve-year fi nancial summary 416 2 6.4 Subsidiaries and associated companies CORPORATE GOVERNANCE 29 of BNP Paribas SA 417 2.1 Presentation 30 6.5 Disclosures of investments of BNP Paribas SA in 2014 affecting at least 5% of share capital of 2.2 Report of the Chairman of the Board of Directors French companies 420 prepared pursuant to article L.225-37 of the French Commercial Code 74 6.6 Statutory Auditors’ report on the fi nancial statements 421 2.3 Statutory Auditors’ report prepared in accordance with article L.225-235 of the French Commercial Code on the report prepared by the Chairman of 7 A RESPONSIBLE BANK: INFORMATION the Board of Directors of BNP Paribas SA 102 ON THE ECONOMIC, SOCIAL, CIVIC 2.4 The Executive Committee 104 AND ENVIRONMENTAL RESPONSIBILITY OF BNP PARIBAS 423 3 2014 REVIEW OF OPERATIONS 105 7.1 BNP Paribas’ approach as a responsible bank 424 3.1 BNP Paribas consolidated results 106 7.2 Economic responsibility: fi nancing the economy in 3.2 Core business results 108 an ethical manner 430 3.3 Balance sheet 121 7.3 Social responsibility: pursuing a committed and 3.4 Profi t and loss account 125 fair human resources policy 440 3.5 Recent events 129 7.4 Civic responsibility: combating exclusion, promoting education and culture 455 3.6 Outlook 130 7.5 Environmental responsibility: combating climate 3.7 Financial structure 133 change 464 4 7.6 Table of concordance with the list of social, CONSOLIDATED FINANCIAL environmental and community information STATEMENTS PREPARED IN required under article 225 of the Grenelle II Act 470 ACCORDANCE WITH INTERNATIONAL 7.7 Report by one of the Statutory Auditors, appointed as an independent third party, FINANCIAL REPORTING STANDARDS on the environmental, labour and social AS ADOPTED BY THE EUROPEAN UNION 135 information presented in the management report of BNP Paribas 472 4.1 Profi t and loss account for the year ended 31 December 2014 138 4.2 Statement of net income and changes in assets 8 GENERAL INFORMATION 477 and liabilities recognised directly in equity 139 8.1 Documents on display 478 4.3 Balance sheet at 31 December 2014 140 8.2 Material contracts 478 4.4 Cash fl ow statement for the year ended 8.3 Dependence on external parties 478 31 December 2014 141 8.4 Signifi cant changes 479 4.5 Statement of changes in shareholders’ equity between 1 Jan. 2013 and 31 Dec. 2014 142 8.5 Investments 479 4.6 Notes to the fi nancial statements prepared in 8.6 Information on locations and businesses in 2014 480 accordance with International Financial Reporting 8.7 Founding documents and Articles of Association 487 Standards as adopted by the European Union 144 8.8 Statutory Auditors’ special report 4.7 Statutory Auditors’ report on the consolidated on regulated agreements and commitments 492 fi nancial statements 241 9 STATUTORY AUDITORS 495 5 RISKS AND CAPITAL ADEQUACY 243 9.1 Statutory Auditors 496 5.1 Annual risk survey 246 5.2 Capital management and capital adequacy 256 PERSON RESPONSIBLE 5.3 Risk management [Audited] 273 10 FOR THE REGISTRATION DOCUMENT 497 5.4 Credit risk 280 5.5 Securitisation in the banking book 309 10.1 Person responsible for the Registration document and the annual fi nancial report 498 5.6 Counterparty credit risk 319 10.2 Statement by the person responsible 5.7 Market risk 326 for the Registration document 498 5.8 Sovereign risks [Audited] 342 5.9 Liquidity risk 345 11 TABLE OF CONCORDANCE 499 5.10 Operational, compliance and reputation risks 352 5.11 Insurance risks [Audited] 359 Appendices: 365 Appendix 1: Exposures based on Financial Stability Board recommendations 365 Appendix 2: Regulatory capital – Detail 368 Appendix 3: Capital requirements of significant subsidiaries 371 Appendix 4: List of tables and figures 378 Appendix 5: Glossary 381 2014 Registration document and annual fi nancial report Only the French version of the Registration document has been submitted to the AMF. It is therefore the only version that is binding in law. The original document was filed with the AMF (French Securities Regulator) on 6 March 2015 , in accordance with article 212-13 of the AMF’s General Regulations. It may be used in support of a financial transaction only if supplemented by a Transaction Note that has received approval from the AMF. This document includes all elements of the annual financial report specified by section I of article L.451-1-2 of the Code monétaire et financier and article 222-3 of the AMF’ s General Regulations. A table allowing cross-referencing between the documents specified in article 222-3 of the AMF’s General Regulation and the corresponding sections of this Registration document is provided on page 499. The English language version of this report is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. However, in all matters of interpretation, views or opinion expressed in the original language version of the document in French take precedence over the translation. 2014 Registration document and annual fi nancial report - BNP PARIBAS 1 2 2014 Registration document and annual fi nancial report - BNP PARIBAS PRESENTATION OF THE 1 BNP PARIBAS GROUP 1.1 Group presentation 4 1.2 Key fi gures 4 Results 4 Market capitalisation 4 Long-term and short-term ratings 5 1.3 History 5 1.4 Presentation of activities and business lines 6 Retail Banking 6 Investment Solutions 10 Corporate and Investment Banking 12 Corporate Centre 15 A new organisation of the operating divisions in 2015 15 Key factors affecting the business 15 1.5 BNP Paribas and its shareholders 16 Share capital 16 Changes in share ownership 16 Listing information 17 Key shareholder data 21 Creating value for shareholders 21 Communication with shareholders 23 Shareholder Liaison Committee 24 Dividend 25 Change in dividend (euro per share) 25 BNP Paribas registered shares 26 Annual General Meeting of Shareholders 26 Disclosure thresholds 28 2014 Registration document and annual fi nancial report - BNP PARIBAS 3 PRESENTATION OF THE BNP PARIBAS GROUP 1 Group presentation 1.1 Group presentation 1 BNP Paribas, Europe’s leading provider of banking and fi nancial services, ■ Belgian Retail Banking (BRB), has four domestic r etail b anking markets in Europe, namely Belgium, ■ Other Domestic Markets activities, including Luxembourg Retail France, Italy and Luxembourg. Banking (LRB), It operates in 75 countries and has close to 188,000 employees, including ■ International Retail Banking, comprising: over 147,000 in Europe. BNP Paribas holds key positions in its three ■ Europe-Mediterranean, activities: ■ BancWest, ■ Retail Banking, which includes: ■ Personal Finance; ■ Domestic Markets, comprising: ■ Investment Solutions; ■ French Retail Banking (FRB), ■ Corporate and Investment Banking (CIB). ■ BNL banca commerciale (BNL bc), Italian retail banking, BNP Paribas SA is the parent company of the BNP Paribas Group. 1.2 Key fi gures RESULTS 2010 2011 2012 2013 2014 Revenues (in millions of euros) 43,880 42,384 39,072 38,409 39,168 Gross operating income (in millions of euros) 17,363 16,268 12,529 12,441 12,642 Net income Group share (in millions of euros) 7,843 6,050 6,564 4,818 157 Earnings per share(*) 6.33 4.82 5.17 3.68 4.70(**) Return on equity(***) 12.3% 8.8% 8.9% 6.1% 7.7%(** ) (*) Based on net income Group share adjusted for interest on U ndated S uper S ubordinated N otes deemed equivalent to preferred shares issued by BNP Paribas SA and treated as dividend for accounting purposes. (**) Excluding the costs related to the comprehensive settlement with the U.S. authorities. Excluding this effect, net earnings per share came to - EUR 0.07 and return on equity stood at -0.1%. (***) Return on equity is calculated by dividing net income Group share (adjusted for interest on U ndated S uper S ubordinated N otes deemed equivalent to preferred shares issued by BNP Paribas SA and treated as a dividend for accounting purposes) by average equity attributable to equity holders at 1 January and 31 December of the period concerned (after distribution and excluding Undated S uper S ubordinated N otes deemed equivalent to preferred shares issued by BNP Paribas SA). MARKET CAPITALISATION 31/12/2009 31/12/2010 31/12/2011 31/12/2012 31/12/2013 31/12/2014 Market capitalisation (in billions of euros) 66.2 57.1 36.7 53.4 70.5 61.4 Source: Bloomberg. 4 2014 Registration document and annual fi nancial report - BNP PARIBAS PRESENTATION OF THE BNP PARIBAS GROUP History 1 LONG-TERM AND SHORT-TERM RATINGS 1 Long-term and short-term ratings Long-term and short-term ratings as at 7 March 2014 as at 6 March 2015 Outlook Date of last review Standard & Poor’s A+/A-1 A+/A-1 Negative 3 July 2014 Fitch A+/F1 A+/F1 Stable 17 July 2013 Moody’s A2/Prime-1 A1/Prime-1 Negative 1 July 2014 On 4 April 2014, Moody’s upgraded BNP Paribas’ long-term rating from in the European Union.