Notes to the company’s financial statements at 31 december 2020

(All figures are expressed in millions of euros unless otherwise specified)

PRELIMINARY INFORMATION​
Lagardère SCA – the parent company of the Lagardère group, whose registered office is located at 4 rue de Presbourg in Paris 16 (registration number 32036644600013) – is a holding company, and as such its balance sheet items principally comprise investments and the Group’s financing resources.
Since 1 January 2014, Lagardère SCA has been directly responsible for billing the Group’s operating divisions for assistance provided by corporate functions, instead and in place of its subsidiary, Lagardère Ressources. This led to the following organisational changes:

  • Lagardère SCA, which previously had no employees, now employs eight people managing the corporate functions. These managers make use of Lagardère Ressources teams and resources, which the latter makes available to them and which they in turn continue to supervise.
  • In consideration for the services provided to it, Lagardère SCA pays Lagardère Ressources a fee intended to cover the costs directly or indirectly incurred by the latter. The annual amount of this fee is calculated based on the actual costs booked in the accounts.

As in the past, Lagardère SCA continues to directly bear any expenses relating to certain services provided to it at its request by external consultants.

ACCOUNTING PRINCIPLES AND VALUATION METHODS
1. GENERAL INFORMATION​
The Company’s financial statements have been prepared in accordance with the accounting methods and principles established by the laws and regulations applicable in France. In particular, they have been prepared in accordance with Regulation 2015-05 issued by the French accounting standard-setter (Autorité des normes comptables – ANC) on forward financial instruments and hedging transactions, effective for accounting periods beginning on or after 1 January 2017.

2. LONG-TERM INVESTMENTS​
Investments in subsidiaries and affiliates are stated at acquisition cost or subscription price. When value in use is lower than net book value, an impairment loss is booked. Value in use is generally estimated on the basis of a review of the situation at the year-end and of the outlook for future years, as well as of any other elements contributing to the formulation of a pertinent assessment.
The recoverability of loans and advances to subsidiaries and affiliates is assessed based on the characteristics of the loans and advances and on the growth and profitability outlook for the related entities. In principle, these loans and advances are only written down after the related investments have been written down in full.

3. MARKETABLE SECURITIES​
Marketable securities are stated at purchase cost using the first-in-first out (FIFO) method. Impairment losses are booked when the market price or realisable value of the securities at the year-end is lower than their initial acquisition cost.
Gains and losses on disposals of marketable securities are reported net of revenues generated by the same securities on a single line of the income statement, such that the economic benefit of transactions on these securities is directly visible.

4. TRANSACTIONS IN FOREIGN CURRENCIES​
Receivables, payables, loans and borrowings denominated in foreign currency are translated into euros in the balance sheet based on the year-end exchange rates, with an offsetting entry to “Translation adjustment” under either assets or liabilities in the balance sheet. Unrealised exchange gains do not affect the income statement.
All unrealised exchange losses are provided for in full, except:

  • for hedges, where the provision only covers the unhedged portion of the risk;
  • for unrealised gains and losses concerning transactions with similar settlement dates in the same accounting period: in such cases, a provision is only recognised to the extent of the unrealised net loss.

Bank accounts denominated in foreign currency are translated into euros at year-end exchange rates, with an offsetting entry to foreign exchange gains and losses.

5. FORWARD FINANCIAL INSTRUMENTS​
The Company may use currency and interest rate derivatives to hedge borrowings and/or loans granted to Group companies.

  • The foreign currency component of derivatives hedging receivables, payables, loans and borrowings in foreign currency are translated into euros in the balance sheet in order to present the symmetrical impact of changes in value in “Translation adjustment” under assets or liabilities in the balance sheet.
  • Unrealised gains and losses are considered as part of an overall foreign exchange position, limiting the provision for foreign exchange losses to the extent of the unrealised net loss, provided that the settlement dates of the items included in the position fall in the same accounting period.

NOTES TO THE COMPANY’S BALANCE SHEET AND INCOME STATEMENT

1. FIXED ASSETS
Movements in the gross value of fixed assets can be analysed as follows:

  1 Jan. 2020 Increase Decrease 31 Dec. 2020
Tangible assets - - - -
Long-term investments:        
Investments in subsidiaries and affiliates and other investment securities(*) 4,819 24 (154) 4,689
Loans and advances to subsidiaries and affiliates 772 - (67) 705
Other long-term investments 5 - - 5
Total 5,596 24 (221) 5,399

(*) This item includes the Company’s investment in the FPCI Idinvest fund amounting to €11 million. €10 million had been subscribed at 31 December 2020.

Investments in subsidiaries and affiliates amounted to €4,689 million at 31 December 2020, reflecting:

  • €24 million shown under “Increase” due to purchases of treasury shares in connection with the liquidity agreement; and
  • €154 million shown under “Decrease” chiefly reflecting (i) the sale of treasury shares under the liquidity agreement for €29 million; the cancellation of the gross amount of treasury shares by means of a capital reduction for €13 million; and (iii) the derecognition of the gross value of MNC SAS shares in light of their sale to Lagardère Participations, for €112 million.

Loans and advances to subsidiaries and affiliates chiefly relate to USD loans granted to Lagardère North America in connection with the financing of the acquisition of the Paradies group in 2015 for USD 530 million and of Hojeij Branded Foods (HBF) at end-2018 for USD 330 million. The €67 million decrease is attributable to the remeasurement of loans at the year-end exchange rate (€64 million negative impact) and to interest paid (€3 million negative impact).

Changes in depreciation, amortisation and impairment can be analysed as follows:

  1 Jan. 2020 Increase Decrease 31 Dec. 2020
Long-term investments:        
Investments in subsidiaries and affiliates and other investment securities (209) (3) 16 (196)
Loans and advances to subsidiaries and affiliates - - - -
Total (209) (3) 16 (196)

The €3 million increase in this item during the year corresponds to the write-down of treasury shares.
The amount of €16 million shown in “Decrease” reflects the reversal of the provision for impairment of MNC SAS shares in light of their sale to Lagardère Participations for €9 million, and the cancellation of provisions for treasury shares in an amount of €7 million, offset against the corresponding share capital reduction. 

2. RECEIVABLES
At 31 December 2020, the maturity of receivables was as follows:

  Gross Due within one year Due beyond one year
Long-term receivables 705 4 701
Short-term receivables 60 60 0
Total 765 64 701

Long-term receivables correspond to the loans granted to Lagardère North America for USD 860 million, along with loan interest (see above).

Short-term receivables include:

  • €33 million corresponding to the remeasurement of the currency component of the cross-currency swaps hedging half of the loans granted to Lagardère North America;
  • €9 million in intragroup trade receivables;
  • €5 million in tax receivables (including €2 million in income tax receivables and €3 million in refundable VAT);
  • €13 million in intercompany receivables arising on tax consolidation. 

3. MARKETABLE SECURITIES

  31 Dec. 2020 31 Dec. 2019
At cost 10 3
Accumulated impairment losses - -
Carrying amount 10 3
Market value 10 3
Unrealised gains - -

4. CHANGES IN SHAREHOLDERS’ EQUITY
Changes in shareholders’ equity are analysed below:

  Share capital Reserves Retained earnings Profit for the year Interim dividend to be allocated Total
Shareholders’ equity
at 31 December 2019
800 1,803 206 78 - 2,887
Capital reduction (3) (6) - - - (9)
Capital increase 3 - - - - 3
Allocation of 2019 profit - - 78 (78) - -
Dividends paid(*) - - - - - -
Profit for the year - - - (30) - (30)
Shareholders’ equity at 31 December 2020 800 1,797 284 (30) - 2,851

(*) Including the portion of profit paid to the General Partners.

At 31 December 2020, the share capital of Lagardère SCA amounted to €799,913,044.60, represented by 131,133,286 shares with a par value of €6.10 each, all ranking pari passu and fully paid up.
In 2020, the Group carried out two capital reductions by cancelling 447,018 treasury shares for an amount of €3 million. These operations took place following capital increases carried out by capitalising reserves and involving the same number of shares. The newly-issued shares were definitively allocated:

  • on 7 April 2020, to beneficiaries of the 6 April 2017 plan residing in France for tax purposes (289,188 shares);
  • on 10 May 2020, to beneficiaries of the 9 May 2016 plan residing outside France for tax purposes (157,830 shares).

5. TREASURY SHARES
Changes in the number of treasury shares held by Lagardère SCA break down as follows for 2020:

  2020
Number of treasury shares held at 1 January 2,276,966
Purchases of treasury shares under the liquidity agreement(*) 1,471,624
Sales of treasury shares under the liquidity agreement(*) (1,702,787)
Purchases (for treasury shares awarded to employees) -
Awards (8,157)
Capital reduction by cancellation of treasury shares (447,018)
Number of treasury shares held at 31 December 1,590,628

(*) Liquidity agreement entered into in 2008 with Crédit Agricole Cheuvreux for market-making purposes.

6. BONDS
On 6 April 2016, Lagardère SCA undertook a €500 million bond issue settled on 13 April 2016, which is redeemable at maturity on 13 April 2023 and pays interest at a fixed rate of 2.75%. The interest expense for 2020 amounted to €14 million.
On 14 June 2017, Lagardère SCA undertook a €300 million bond issue settled on 21 June 2017, which is redeemable at maturity on 21 June 2024 and pays interest at a fixed rate of 1.625%. The interest expense for 2020 amounted to €5 million.
On 9 October 2019, Lagardère SCA undertook a €500 million bond issue settled on 16 October 2019, which is redeemable at maturity on 16 October 2026 and pays interest at a fixed rate of 2.125%. The interest expense for 2020 amounted to €11 million.

7. MATURITIES OF LIABILITIES

  31 Dec. 2020 Due within one year Due between one and five years Due beyond five years
Bonds 1,315 15 800 500
Negotiable securities 222 222 - -
Other borrowings 1,128 452 237 439
Trade and other payables 37 37 - -
Total 2,702 726 1,037 939

Details of the Group’s bond issues are set out in note 6.
Negotiable securities include:

  • commercial paper issuance under the NEU CP programme with an €850 million ceiling. Debt issues under the programme represented €158 million at 31 December 2020 versus €449 million at 31 December 2019; and
  • the negotiable Euro Medium-Term Notes (NEU MTN) programme with a ceiling of €200 million. Debt issues under the programme represented €64 million at 31 December 2020 unchanged from end-2019.

Other borrowings for €1,128 million break down as follows by maturity:

  • €237 million in borrowings due between one and five years (bank loans and Schuldscheindarlehen German law private placement);
  • €439 million in borrowings due beyond five years (€66 million relating to a Schuldscheindarlehen German law private placement and €373 million corresponding to the current account with Lagardère Finance);
  • €452 million due within one year (€449 million in bank loans and €3 million in accrued interest not yet due on EUR/USD crosscurrency swaps and on loans).

8. PROVISIONS AND IMPAIRMENT

Type of provision and impairment 1 Jan. 2020 Additions Reversals 31 Dec. 2020
Provisions for risks and liabilities(*) 32 24 2 54
Impairment        
- long-term investments(**) 209 3 16 196
- other - - - -
Impairment sub-total 209 3 16 196
Total provisions and impairment 241 27 18 250
Including additions and reversals:        
- relating to operating items   1 1  
- relating to financial items   26 1  
- relating to exceptional items   - 9  

(*) Including €23 million in additions to provisions for currency risks and €2 million in reversals of provisions for risks that were extinguished in 2020.
(**) Details are provided in note 1.

9. TRANSACTIONS WITH SUBSIDIARIES AND AFFILIATES (NET VALUES) – BALANCE SHEET

Assets   Liabilities  
Long-term investments 5,156 Borrowings 373
Short-term receivables 21 Trade and other payables 20
Other - Other -

Long-term investments mainly include shares in Lagardère Media and Lagardère Finance, along with the loans granted to Lagardère North America.
Borrowings comprise the current account with Lagardère Finance.
Short-term receivables and trade payables include intra-group trade payables and receivables and tax consolidation current accounts.

10. TRANSACTIONS WITH SUBSIDIARIES AND AFFILIATES – INCOME STATEMENT

Expenses   Revenues  
Operating(*) 54 Operating(**) 49
Financial - Financial(***) 46
Exceptional(****) 113 Exceptional(****) 105

(*) General services provided by Lagardère Ressources.
(**) Including services provided for €34 million, brand royalties for €5 million and expense transfers for €10 million.
(***) Including dividends for €9 million and loan interest for €37 million.
(****) Exceptional income and expenses relate to the sale of MNC SAS shares to Lagardère Participations.

11. ACCRUED INCOME AND EXPENSES

Accrued income included in the following balance sheet items:   Accrued expenses included in the following balance sheet items:  
Long-term investments 9 Borrowings 18
Short-term receivables 5 Trade and other payables 13
Cash and cash equivalents -   -
Total 14 Total 31

12. FINANCIAL INCOME AND EXPENSES

  2020 2019
Financial income 56 96
Financial income from investments in subsidiaries and affiliates 46 86
Income from other investment securities and long-term receivables 2 2
Other interest and similar income 8 8
Net income from marketable securities - -
Reversals of provisions and expense transfers - -
Foreign exchange gains - -
Financial expenses (86) (59)
Interest and similar expenses (59) (54)
Additions to provisions (27) (4)
Foreign exchange losses - (1)
Net financial income (30) 37

13. EXCEPTIONAL ITEMS

  2020 2019
Net gains (losses) on disposals of assets (8) 4
Net (additions to) reversals of provisions 9 -
Other exceptional income and expenses 3 (4)
Net exceptional income 4 -

14. INCOME TAX
The Company reported an income tax benefit of €36 million in 2020. This reflects tax consolidation relief of €35 million and Group tax income of €1 million. At 31 December 2020, the tax group comprising Lagardère SCA and its subsidiaries had unused tax loss carryforwards of some €285 million.

15. OFF-BALANCE SHEET COMMITMENTS

Commitments given Amount Commitments received Amount
Guarantees given on behalf of subsidiaries to cover contract-related financial commitments 3 Confirmed, unused lines of credit(*) 950
Guarantees given to third parties - Counter-guarantees received from third parties -

(*) A total of €300 million had been drawn down on the authorised €1,250 million credit line at 31 December 2020. On 18 December 2020, Lagardère SCA signed an agreement to amend and extend its credit facility from May 2022 to March 2023 in an amount of €1,002 million. This agreement took effect on 8 January 2021.

Free share award plans
From 2017 to 2019, the Group set up plans to award free shares to employees, the Co-Managing Partners and members of the Enlarged Committee. The number of shares awarded under these plans was as follows:

  Number of free shares awarded at inception Number of outstanding rights at 31 Dec. 2020(*)
6 April 2017 plans 817,660 178,840
16 April 2018 plans 812,460 721,210
8 April 2019 plans 474,990 459,340
14 May 2019 plans 232,370 228,370
10 October 2019 plans 100,000 99,500

(*) Number of rights that can be issued after write-offs and before taking into account the extent to which the performance conditions were achieved.

  • 6 April 2017 plans: 817,660 shares;
  • 16 April 2018 plans: 812,460 shares;
  • 8 April 2019 plans: 474,990 shares;
  • 14 May 2019 plans: 232,370 shares;
  • 10 October 2019 plans: 100,000 shares.

For Group employees who are beneficiaries of the 6 April 2017, 16 April 2018, 8 April 2019 and 10 October 2019 plans, these plans do not include any performance conditions. The shares vest definitively only after a three-year period, provided employee beneficiaries who are tax-resident in France have remained in the Group’s employment throughout that time. For beneficiaries who are not tax-resident in France, the shares vest definitively at the end of a four-year period, provided that the beneficiaries have remained in the Group’s employment for three years.
For the Group’s Co-Managing Partners and the members of the Enlarged Committee, who are beneficiaries of the 6 April 2017, 16 April 2018, 14 May 2019 and 10 October 2019 plans, the shares will only vest subject to:

  • the beneficiaries remaining with the Group until at least 6 April 2020, 17 April 2021, 15 May 2022 and 11 October 2022, respectively, under the 2017, 2018 and 2019 plans;
  • and
    • for plans awarded in 2018 and earlier, achievement of objectives based on criteria internal to the Group (consolidated recurring operating profit and net cash from operating activities), with the number of shares awarded reduced accordingly if these objectives are not met;
    • for plans awarded in 2019, 80% of the award is subject to the achievement of objectives based on criteria internal to the Group (recurring operating profit of fully consolidated companies, free cash flow, and proportion of women in senior management), with the number of shares awarded reduced accordingly if these objectives are not met. The remaining 20% of the award is subject to meeting criteria linked to market conditions (relative performance of Lagardère SCA’s Total Shareholder Return), with no adjustment to the corresponding plan expense if these objectives are not met.

16. FINANCIAL INSTRUMENTS
As part of the management of currency and interest rate risks generated by external financing or intragroup loans and borrowings in foreign currency, the Company may enter into hedging agreements with leading banks.
At 31 December 2020, Lagardère SCA held cross-currency swaps hedging USD 430 million of the USD 860 million in loans granted to Lagardère North America.

  Forward sales of USD (in millions of currency units) Forward purchases of euros (in millions of currency units)) Fair value at 31 Dec. 2020 (in millions of euros) (*) Fair value at 31 Dec. 2019 (in millions of euros)
Cross-currency swaps maturing 13 April 2023 165 148 13 1
Cross-currency swaps maturing 21 June 2024 165 145 11 (2)
Cross-currency swaps maturing 26 June 2026 100 91 9 2
Hedging derivatives 430 384 33 1

(*) Including €33 million in respect of the currency component recognised in the balance sheet under other receivables/payables with an offsetting entry to translation adjustment under assets/liabilities in order to present the symmetrical impact of the hedge.

At 31 December 2020, the remeasurement of the loans granted to Lagardère North America at the year-end rate gave rise to an €56 million unrealised foreign exchange loss, and the remeasurement of hedging instruments generated an unrealised gain of €33 million. The maturities of the cross-currency swaps are aligned with those of the underlying bonds. From an economic standpoint, the derivatives enable the Group to convert fixed-rate euro-denominated bonds into fixed-rate US dollar-denominated debt.

17. EVENTS AFTER THE REPORTING PERIOD
Amendment of the syndicated credit agreement and securing of a state-backed loan
On 18 December 2020, the Group signed an agreement to amend and extend its syndicated credit facility (effective from 8 January 2021), which provides it with access to a total of €1,102 million up to 11 May 2022 and then €1,002 million up to 31 March 2023.
This amendment to the syndicated credit agreement also includes a loan for €465 million, 80% of which is guaranteed by the French state. Details of the loan were published in France’s Official Journal on 3 January 2021. On 8 January 2021, the Group drew down the full amount of this loan. The loan’s initial one-year term can be extended for up to five additional one-year periods. This option may be exercised at the Company’s discretion at the end of the initial one-year term.
These agreements redefine the ratios to be respected as set out in the covenant clause, and also impose the following rules on dividend payouts:

  •  no dividends shall be paid by Lagardère SCA in 2020 in respect of 2019 or in 2021 in respect of 2020;
  • the maximum dividend that may be paid in 2022 in respect of 2021 is €0.50 per share, on condition that net debt is less than €2,000 million;
  • the maximum dividend that may be paid in 2023 in respect of 2022 is €1.30 per share; and
  • the maximum dividend that may be paid as from 2024 is €1.30, with the possibility of an increase in this amount depending on the level of the leverage ratio.

There is also a limit of €5 million per annum on share buybacks carried out outside the scope of the liquidity agreement for as long as the leverage ratio remains above 3.5x.

Subsidiaries and affiliates at 31 December 2020

(in thousands of euros) Share capital Reserves (excl. retained earnings) Share of capital held (%) Carrying amount of shares held Outstanding loans and advances granted by the Company Guarantees given by the Company Revenue for the last fiscal year Profit (loss) for the last fiscal year Dividends received by the Company during the year
        Gross Net                    
Information on investments with a book value in excess of 1% of Lagardère SCA’s share capital or over which it exercises significant influence                    
A - Subsidiaries (Lagardère SCA’s holding: at least 50%)                    
LAGARDÈRE FINANCE (immeuble Octant – 4-10 avenue André Malraux 92689 Levallois-Perret Cedex) 1,540,000 170,197 100.00 1,695,000 1,695,000     0 11,537 9,542
LAGARDÈRE MEDIA (4 rue de Presbourg – 75116 Paris) 879,611 (216,824) 100.00 2,730,374 2,730,374     0 (85,483) 0
LAGARDÈRE PARTICIPATIONS (4 rue de Presbourg – 75116 Paris) 15,250 2,250 100.00 25,445 25,445     0 (19,088) 0
LAGARDÈRE RESSOURCES (immeuble Octant – 4-10 avenue André Malraux 92689 Levallois-Perret Cedex) 2,000 (9,058) 100.00 101,332 0     58,601 206 0
MATRA MANUFACTURING & SERVICES (4 rue de Presbourg – 75116 Paris) 13,528 (23,128) 100.00 94,035 0     0 (152) 0
B - Affiliates (Lagardère SCA’s holding: 10% to 50%)                    
C - Other significant investments (Lagardère SCA’s holding: less than 10%)                    
Information concerning other subsidiaries and affiliates                    
A - Subsidiaries not included in paragraph A above                    
- Other subsidiaries: Lagardère UK       452 224       (253) 0
B - Affiliates not included in paragraph B above                    
- Other subsidiaries                    
C - Investments not included in paragraph C above                    
- Other subsidiaries                    

Investment portfolio at 31 December 2020

I. Investments in subsidiaries and affiliates (in thousands of euros)
A. Investments in French companies


Book value over €15,000


Number of shares held:  
280,000,000 Lagardère Finance 1,695,000
54,974,977 Lagardère Media 2,730,374
999,991 Lagardère Participations 25,445
200,000 Lagardère Ressources 0
845,474 Matra Manufacturing & Services 0
Book value below €15,000   0
Total investments in French companies   4,450,819
B. Investments in non-French companies


Number of shares held:


325,100 Lagardère UK 224
Book value below €15,000   0
Total investments in non-French companies   224
Total investments in subsidiaries and affiliates   4,451,043
II. Other long-term investments
(in thousands of euros)
   
C. Investment funds


  FCPR IDINVEST 10,127
Total investment funds   10,127
D. Treasury shares   31,390
Total treasury shares   31,390
Total other long-term investments   41,517
III. Short-term investments
(in thousands of euros)
   
A. French securities    
1. Equities and mutual funds   0
Number of shares held: 0 0
2. Collective investment funds   10,221
Number of shares held: 44 232
Total short-term investments (book value)   10,221