December - Mercantil Servicios Financieros
Transcription
December - Mercantil Servicios Financieros
2012 Annual Report C ONTENTS Profile 3 Administration 4 Financial Highlights and Key Ratios 5 Board of Directors Report 7 Economic Environment 11 Management Discussion and Analysis Financial Condition and Results of Operations 17 Business Segments Review 25 Business-Support Segments Review 34 Enterprise Risk Management 39 Compliance 45 Corporate Governance 46 Social Responsibility 55 Banking Centers, Subsidiaries and Affiliates 58 Adrián Pujol Acrylic on linen 112 x 154 cm Playa de Caruao, undated Profile Founded in 1979, Mercantil Commercebank is a global banking organization internationally recognized in the financial services industry. The Bank’s primary market is South Florida. In addition to its main office in Coral Gables, Florida, which is home to an affluent multicultural population and is the U.S. headquarters for many multinational companies, the Bank operates 15 South Florida banking centers, with other locations strategically positioned in targeted markets including two offices in Houston, Texas - including one opened in early 2013 - and one office in New York City’s Midtown Manhattan. Through U.S. bank holding companies, Mercantil Commercebank is beneficially owned by Mercantil Servicios Financieros, a financial services organization based in Venezuela that also operates subsidiaries and representative offices in Curaçao, Grand Cayman, Panama, Mexico, Colombia, Peru, Brazil, Hong Kong and Switzerland. Mercantil Commercebank provides individuals and businesses, U.S. domestic and international needing U.S. banking services, with a large portfolio of deposit, wealth management and credit solutions. A variety of banking services are available through traditional channels, such as banking centers and a network of ATMs, as well as via a secure website and telephone banking. The Bank’s investment, trust and estate planning offerings are provided by subsidiaries, Mercantil Commercebank Investment Services, Inc. and Mercantil Commercebank Trust Company, N.A. With over $8 billion in owned and managed assets, the Bank has grown to serve over 100,000 customers. According to the proprietary Federal Deposit Insurance Corporation’s June 30, 2012 data, Mercantil Commercebank was the deposit market share leader in Coral Gables, Florida, where there were 52 bank branches holding over $14.3 billion in deposits. Mercantil Commercebank also ranked as the third largest bank headquartered in Florida in terms of total assets and one of the Top 14 banks in Florida, as measured by deposit market share. American Banker, a respected trade publication and authority on banking trends, lists Mercantil Commercebank’s holding company among the Top 150 Bank Holding Companies in the U.S., as measured by total deposits and total assets. Mercantil Commercebank’s mission is to be recognized as the financial institution of choice and a superior provider of quality financial products and services in the markets it serves by continually assessing the needs of clients and aligning business plans to provide the products and services that create value and long-term customer satisfaction. 3 Mercantil Administration Board of Directors Executive Committee Gustavo Vollmer A. Chairman Millar Wilson President and CEO Millar Wilson President and CEO Gustavo Vollmer A. Director & Member of the Executive Committee Jonathan Coles Frederick C. Copeland, Jr. Rosa M. Costantino Global Private Banking and Wealth Management Manager Pamella J. Dana Thomas E. Krayenbuehl Salvador López de Azúa Alfonso Figueredo Global Chief Financial Officer Fernando Figueredo M. Global Chief Risk Officer Gustavo A. Marturet Luis A. Romero M. José Antonio Villamil J. Guillermo Villar Alejandro González Sosa Global Executive Coordination Manager Philip R. Henríquez Global Corporate and Investment Banking Manager Armando Leirós R. Global Operations and Technology Manager Nerio Rosales Rengifo Global Personal and Commercial Banking Manager Ivan E. Trujillo Corporate Secretary Julio V. Peña Alternate Corporate Secretary * Mr. Brian O’Neill was a member of the Board of Directors until January 2008. 4 Annual 12 Financial Highlights and Key Ratios december 31 december 31 december 31 december 31 december 31 2012 2011 2010 2009 2008 $ 6,819.7 2,065.4 4,371.4 5,365.5 180.4 457.3 718.8 $ 6,635.7 2,089.8 4,104.8 4,938.1 491.8 487.3 682.1 $ 6,478.1 2,261.0 3,697.5 4,715.3 649.3 429.8 658.4 $ 5,991.0 2,294.1 3,247.9 4,399.6 694.1 201.8 654.5 $ 6,023.8 2,542.3 3,034.8 4,360.8 868.6 151.8 559.5 $ $ $ (Dollars in millions) Consolidated Balance Sheets Total assets Securities available for sale Loans, net Deposits Securities sold under agreements to repurchase Advances from the Federal Home Loan Bank Stockholder’s equity Consolidated Statements of Operations (for the 12 months ended) $ Net interest income Provision for loan losses Net interest income after provision for loan losses Securities and derivative instruments gains, net Non-interest income (includes securities gains) Non-interest expense Net income (loss) 158.1 24.1 134.0 11.1 59.0 142.6 31.8 $ 151.1 49.8 101.3 10.8 66.0 141.8 16.2 143.5 72.7 70.8 26.0 71.2 140.1 1.2 160.6 132.1 28.5 35.0 68.9 136.3 (25.7) 188.7 77.0 111.7 1.6 34.4 143.7 2.5 Profitability Indicators (%) Net interest income / average total assets Net income (loss) / average total assets (ROA) Net income (loss) / average stockholder’s equity (ROE) 2.33 0.47 4.55 2.23 0.24 2.42 2.23 0.02 0.19 2.64 (0.42) (4.23) 3.05 0.04 0.49 17.30 16.04 9.78 17.19 15.93 9.20 18.13 16.87 9.20 22.05 20.78 10.44 16.74 15.48 8.93 1.43 1.94 78.03 1.52 3.83 5.76 27.93 1.61 5.26 8.26 19.04 1.57 7.36 12.46 18.50 2.31 3.96 7.04 33.20 2.34 2.10 65.67 2.10 65.31 2.18 65.27 2.24 59.39 2.32 64.41 2.74 3.77 5.00 3.82 3.82 40.07 41.92 46.55 48.34 52.79 78.72 71.59 69.48 66.13 57.99 81.47 96.50 122.65 83.12 96.00 129.01 78.41 95.47 131.16 73.82 95.11 129.51 69.59 95.93 132.51 17 1 785 17 1 765 17 1 754.5 17 1 782 16 1 879 Capital Adequacy Indicators (%) Total risk-based capital / risk-weighted assets Tier 1 capital / risk-weighted assets Tier 1 capital / total assets (period-end leverage) Asset Quality Indicators (%) Non-performing assets / total assets Non-accrual loans / gross loans Allowance for loan losses / non-accrual loans Allowance for loan losses / gross loans Efficiency Indicators (%) Non-interest expense / average total assets Non-interest expense / net interest income + non-interest income Liquidity Indicators (%) Cash and cash equivalents / deposits Cash and cash equivalents + interest earning deposits with banks, with maturities in excess of 90 days + investment securities / deposits + securities sold under agreements to repurchase Core deposits / Net loans + securities available for sale + other real estate owned Other Indicators (%) Loans, net / deposits Interest-earnings assets / total assets Interest-earnings assets / deposits Banking Distribution Network Banking centers Loan production offices Number of employees (FTE) The audited consolidated financial statements and their accompanying notes are included in this report. 5 Mercantil Adrián Pujol Acrylic on canvas 150 x 205 cm Playa Majagual, 1987 Board of Directors Report Coral Gables, Florida, March 2013 To Our Valued Stockholders and Customers: Mercantil Commercebank’s financial performance continued to strengthen in 2012. Net income nearly doubled from the prior year. Improved asset quality, stronger loan origination and effective expense controls were the significant drivers behind this continued performance improvement. 2012 net profit was $31.8 million, a $15.6 million or 96 percent increase over the prior year. Non-accruing loans decreased by 64 percent, from $240.4 million to $86.2 million. At the end of 2012, non-performing loans as a percentage of total loans were 1.9 percent, a significant improvement from the 5.8 percent reported at the close of the prior year. During the 12-month period, the need to provision for potential loan losses declined significantly as credit quality improved; loan loss provisions totaled $24.1 million in 2012, compared to $49.8 million in 2011. Total assets increased by $184 million to $6.8 billion and total deposits continued to trend higher. The Bank reported its seventh consecutive year of deposit growth. During 2012, total deposits increased from $4.9 billion to $5.4 billion. Historically and again in 2012, core deposits comprised the majority of the deposit portfolio. Net interest income was $158.1 million for the year, higher than the previous year despite continued pressure on the net interest margin as a result of the low interest rate environment. At the close of 2012, return on assets was 0.5 percent, a significant improvement from the 0.2 percent reported for the prior year. Total capital increased by $36.7 million to $718.8 million, and the Tier 1 Capital Ratio was 16 percent, slightly higher than the ratio reported the prior year. The attraction of new business and successful retention of existing relationships from targeted market segments contributed to profitability. In addition to the growth in deposits, loans reached $4.4 billion, an increase of 6.5 percent over 2011, including a 16.5 percent net increase in commercial and industrial loans. The Bank’s investment services and trust subsidiaries continued to grow at a steady pace. Combined assets under management in Mercantil Commercebank Investment Services and Mercantil Commercebank Trust Company increased from $1.6 billion to $1.9 billion. 2012 was 7 Mercantil a milestone year for Mercantil Commercebank Investment Services. The subsidiary was established 10 years ago to assist customers in managing their wealth and providing them with solutions to help them achieve their short- and long-term goals. Today, Mercantil Commercebank Investment Services has grown to become the investment firm for more than 2,700 customers. The Mercantil Commercebank strategic plan and its business model are focused on the customer and on delivering an experience that creates brand recognition and customer loyalty. This model has proven successful for more than 30 years. We recognize that opportunities for continued growth and increased profitability come from our existing customer base. This is why we have re-focused our attention and heightened employee awareness of the importance of customer service. Throughout all areas of the Bank, we have raised our standards related to how we respond to and interact with our customers. Mercantil Commercebank’s team of professionals is also focused on originating new business. In January 2013, we created a team of experienced bankers to staff a second banking center location in Houston, Texas. Already a successful market for us, the population in the greater Houston area is growing faster than the U.S. as a whole, affording opportunities for growing our existing business. The region’s strength in the oil and gas sector also allows us to leverage our global banking experience in this business. We will continue to evaluate opportunities to expand our distribution system and open new banking centers in the markets where we have the highest potential to provide more convenient access to our customers. In nearly every Florida neighborhood where there is a Mercantil Commercebank banking center, our market ranking is among the top five when compared to other Florida-based institutions.1 We are the third largest Florida-based bank, as reported by the FDIC.1 The investment in and development of our human capital is also critical to our success. We have programs in place to identify employees’ career aspirations and align these goals with their skill sets and needs of the organization. We encourage all employees to take ownership of their careers and employment experience with Mercantil Commercebank. In 2012, nearly 20 percent of our employees celebrated significant milestone anniversaries in their years of service at the Bank. We also support their involvement in professional associations, community activities and charitable organizations. Through their contribution of time and talent, the communities we serve are enriched. 8 Annual 12 Every year, Mercantil Commercebank supports a variety of events, projects and programs that enrich the lives of our neighbors, customers and employees. We are particularly passionate about preserving the arts and culture in our communities, supporting symphonies and music education, historic restoration programs, and programs for South Florida’s youth. One such program, Zoolens SM, gives middle school students the opportunity to explore wildlife at Zoo Miami through a photography contest. In 2012, nearly 300 entries were received from students participating in Zoolens. Our outlook for 2013 is positive. We see signs of an improving economic environment in several of the segments in which we serve customers, and are well-positioned to capture business that will contribute to our growth and profitability. Our expectations are high, and we recognize that a great deal of work will be required to reach our goals. We are excited about the challenges ahead. We are grateful to our employees, shareholders and customers for their ongoing support as we continue to move Mercantil Commercebank forward. Best regards, Gustavo Vollmer A., Chairman Millar Wilson, President & CEO Jonathan Coles Frederick C. Copeland, Jr. Pamella J. Dana Thomas E. Krayenbuehl Salvador López de Azúa Gustavo A. Marturet Luis A. Romero M. José Antonio Villamil J. Guillermo Villar 1 Source: FDIC Deposit Market Share Report, June 30, 2012 9 Mercantil Adrián Pujol Acrylic on linen 75 x 155 cm Atardecer en la bahía de Pampatar, 1989 Economic Environment Global The global economy slowed significantly in 2012. This was caused in large part by the recession in Europe due to financial, fiscal and competitive imbalances, especially in the euro zone; the slowdown in China and Brazil; and moderate growth in the United States. Growth rates for output and global trade fell and capital flows to developing countries shrank and became more volatile. Preliminary data from the World Bank indicates that global GDP growth in 2012 was around 2.3 percent, which represents a slowdown with respect to the 3 percent global growth rate reported in 2011. The expansion within the circle of mature economies was only 1.3 percent, essentially the result of strong fiscal adjustments undertaken by several governments, high unemployment and weaker consumer and business confidence. In the euro zone in particular, the sovereign debt crisis and the programs of fiscal consolidation heavily affected consumer and business confidence, which in turn considerably affected GDP growth, which is estimated to have been a negative 0.1 percent in 2012. Among emerging markets, the midyear weakness in economic activity that was prevalent across the leading countries in Asia continued its course. Most of the weakness can be attributed to a slump in exports. However, fiscal measures boosting public infrastructure investment, an easing in monetary policy as well as an upturn in exports helped stabilize growth in China during 2012, and real GDP growth was close to the government’s annual target of 7.5 percent. In Latin America, economic growth held up quite well despite weak external support from commodity prices. Thus, while region-wide growth is on track to slow to 3.1 percent in 2012 from 4.3 percent in the prior year, this is largely due to the underperformance of Brazil, which accounts for about 45 percent of regional GDP. The GDP of the leading Latin American giant grew by a meager 1 percent over the prior year. 11 Mercantil United States By contrast, U.S. expansion has remained on track with growth in GDP reaching 2.2 percent for full-year 2012, higher than the rate of 1.7 percent the prior year. Although the effects of Hurricane Sandy turned out to be less damaging to the economy than had been expected, doubts remain regarding ongoing discussions on a possible broader fiscal adjustment that looks particularly inopportune. Despite this improved growth performance, the U.S. economy closed 2012 on a pessimistic note as consumer confidence trended lower in December, and fiscal spending fell dramatically in the fourth quarter. Amid all the current volatility of indicators and the uncertainty about final fiscal measures, the nascent recovery in the housing market has been an unambiguously positive factor for growth. The U.S. stock market, while not always a perfect indicator, also pointed to stronger growth driven in part by the increase in financial markets liquidity and strong growth in corporate profits. The stock market surged more than 6 percent in 2012 and recently reached the highest levels since the beginning of the most recent recession, indicating continued optimism regarding corporate profits. Financial Markets Financial markets were generally positive in 2012. The S&P 500 index increased 13.4 percent, bond markets continued to experience strong money inflows, and major European markets outperformed U.S. stock markets. U.S. interest rates continued to move lower with the U.S. 10-Year Treasury recording the lowest yield ever at 1.39 percent. The Federal Reserve Bank (FRB) kept its 0.25 benchmark interest rate unchanged and announced Quantitative Easing Number 3 (QE3) in September 2012, whereby the FRB began purchasing $40 billion per month in mortgage-backed securities in addition to monthly purchases of $45 billion of U.S. Treasury securities. The FRB expects to keep rates low for the foreseeable future and has stated that it will continue quantitative easing activities until the U.S. unemployment rate drops to 6.5 percent. As a result of the FRB’s low interest rate policy and ongoing monetary programs, mortgage rates fell to historic lows which economists consider to have contributed to an increase in buyer demand, increasing property values and lower inventories. In addition, many of the indicators followed by economists, including building starts and residential and non-residential building permits, showed improvement over the prior year. However, the real estate market remains well below where it was before the start of the most recent recession. U.S. Interest Rates December 31, 2012 4.0% FED Funds 3.5% U.S. 10-Year Treasury 3.0% U.S. 2-Year Treasury 2.5% 2.0% 1.5% 1.0% 0.5% Jan. 2011 Feb. 2011 Mar. 2011 Apr. 2011 May. 2011 Jun. 2011 Jul. 2011 Aug. 2011 Sept. 2011 Oct. 2011 Nov. 2011 Dec. 2011 Jan. 2012 Feb. 2012 Mar. 2012 Apr. 2012 May. 2012 Jun. 2012 Jul. 2012 Aug. 2012 Sept. 2012 Oct. 2012 Nov. 2012 Dec. 2012 0.0% 12 Annual 12 Growth and Consumption During 2012, the U.S. economy appears to have successfully navigated the adjustment from a recovery driven primarily by economic stimulus and private consumption to one driven by private business and residential investment. Indeed, powering last year's increase in total output was an 11.9 percent increase in residential investment and a 7.9 percent increase in business investment. Personal consumption also grew at a firm 1.9 percent, while growth in government spending decreased 1.7 percent. The recovery of consumption spending was very much related to the behavior of personal income and consumption loans. Among households, the much-needed process of “deleveraging” continued throughout 2012 and the ratio resulting from dividing outstanding household debt by disposable household income fell further, more because of the rise in disposable income than due to any meaningful reduction in outstanding debt. This ratio fell from a peak of 129.3 percent in September 2007 to 107.7 percent in September 2012, a drop of 21.6 percent. Labor Market Trends The latest data suggest that recovery of the U.S. labor market has proceeded more rapidly than previously expected. Jobless claims fell once again to lows in December, an encouraging sign. According to the U.S. Bureau of Labor Statistics, the unemployment rate declined to 7.8 percent in December from 8.6 percent one year prior. The drop in the unemployment rate was still based on sub-par growth in the labor force, which is comprised of people who are working or looking for work, with the participation rate falling by 0.2 percentage points to 63.6 percent. It is important to point out, however, that the situation is expected to gradually improve as economic growth continues, corporate profits continue their recovery and the financial burden of households improves. Non-Farm Payroll Employment Growth Trend Source: U.S. Bureau of Labor Statistics 13 Mercantil Dec. 2012 Sept. 2012 Jun. 2012 Mar. 2012 Dec. 2011 Jun. 2011 Sept. 2011 Mar. 2011 Dec. 2010 Sept. 2010 Jun. 2010 Mar. 2010 Dec. 2009 Sept. 2009 Jun. 2009 Mar. 2009 450 375 300 225 150 75 0 -75 -150 -225 -300 -375 -450 -525 -600 -675 -750 -825 -900 Jan. 2009 Thousands 1/2009 to 12/2012 Business Climate The National Federation of Independent Business indicated that its November Index of Small Business Optimism fell to 87.5 from 93.1 in October. It is important to note that roughly 24 million small businesses exist in the U.S., creating 80 percent of all new jobs. In the larger industrial sector, production rose a moderate 0.3 percent in December following a revised 1 percent November jump. For the year, industrial output rose 3.7 percent following a 4.1 percent jump in 2011. The capacity utilization rate ticked up to 78.8 percent in December and for the year the utilization rate was roughly unchanged at 78.7 percent. The U.S. Real Estate Market The U.S. housing market ended 2012 on a fairly solid note, with sales of both existing and new homes improving, inventories declining and builder optimism posting several increases. Low mortgage rates, an improving job market and some reported easing in mortgage underwriting standards has raised hopes that the momentum will carry over into 2013. The National Association of Realtors reported that December sales of existing homes jumped 12.8 percent over the prior year. New home sales increased 8.8 percent to a 369,000-unit pace during the month of December. The seasonally adjusted Case-Shiller 20-City Home Price Index increased 5.5 percent over the prior November, the fastest increase since September 2006, and existing inventories dropped 8.5 percent to a preliminary 1.82 million units from 1.99 million units in the prior month. This was the fourth consecutive month that existing home inventory declined and the lowest it has been since January 2001. Domestic Prices Given the amount of slack that remained in the U.S. economy, inflation was not a major problem in 2012. The Consumer Price Index (CPI) rose 1.7 percent, roughly half the 2011 fullyear increase. Moreover, the December CPI was unchanged following a marginal November decline. Excluding food and energy prices, the CPI ticked higher by 0.1 percent in December, pulling the year-over-year advance down to 1.9 percent compared to a 2.2 percent rise in 2011. Energy prices fell 1.5 percent month to month in December, and reported a small increase of 0.5 percent compared to a 15.2 percent rise in 2011. 14 Annual 12 Inflation Rate in the United States (CPI Monthly % Change) 1.50% 1.00% 0.00% – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 0.50% -0.50% -1.00% -1.50% Jul. 2012 Oct. 2012 Jan. 2012 Apr. 2012 Jul. 2011 Oct. 2011 Jan. 2011 Apr. 2011 Jul. 2010 Oct. 2010 Jan. 2010 Apr. 2010 Jul. 2009 Oct. 2009 Jan. 2009 Apr. 2009 Jul. 2008 Oct. 2008 Jan. 2008 Apr. 2008 Jul. 2007 Oct. 2007 Jan. 2007 Apr. 2007 -2.00% Rate Trend Source: U.S. Bureau of Labor Statistics Monetary and Fiscal Policy In general, monetary policy during 2012 was aligned to sustain the stimulus to aggregate demand in the U.S. economy. Thus, the FRB continued its strong response to the environment by aggressively expanding bank reserves, engaging in another round of quantitative easing and announcing further asset purchases until a substantial improvement in labor market is achieved. In particular, the FRB focused its attention on the mortgage market, purchasing $40 billion per month in mortgage-backed securities. The purchases helped reduce the spread of mortgage rates over 10-year treasuries and brought the level of rates to historic lows. In December, the FRB made its conditional commitment to low interest rates even more explicit, announcing a specific target for the Fed Funds Rate tied to unemployment rate performance. On the fiscal front, the tailwinds that fiscal policy provided to economic growth during the Great Recession and the first few years of the recovery have shifted direction. A large number of spending cuts came into effect at the end of 2012 and, as a result, growth in domestic final sales was impacted in the fourth quarter by a 6.6 percent decline in government spending, down 1.7 percent from the prior year. Outlays were lowered by a 22.2 percent decline in defense spending, 5 percent lower than the prior year. 15 Mercantil Adrián Pujol Acrylic on linen 147 x 202 cm El Lajao (Choroni), undated Management Discussion and Analysis Financial Condition and Results of Operations The following management discussion and analysis (MD&A) is intended to assist readers in understanding the consolidated financial condition and results of operations of the Bank as of December 31, 2012 and for the year then ended. This discussion should be read in conjunction with the audited consolidated financial statements, accompanying footnotes and other supplemental financial data included in this annual report. Consolidated Financial Statements The Bank prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the accounts of the Bank and its wholly-owned subsidiaries. In this section, we review the main variations of the summary consolidated balance sheets and statements of operations at the close of 2012 with respect to the amounts presented at the close of 2011. Consolidated Results of Operations Review The following table is a condensed version of the Bank’s consolidated statements of operations for the years 2012 and 2011. Summary of Consolidated Statements of Operations 12 months ended (in millions except percentages) Net Interest Income Before Provision Net Interest Income Before Provision for Loan Losses Interest income Interest expense december 31 december 31 2012 2011 $ 158.1 184.1 26.0 $ 151.1 181.2 30.1 increase / (decrease) $ $ % 7.0 2.9 (4.1) 4.6 1.6 (13.6) 24.1 49.8 (25.7) (51.6) 134.0 101.3 32.7 32.3 59.0 66.0 (7.0) (10.6) Non-Interest Expense Salaries and employee benefits Other operating 142.6 80.5 62.1 141.8 78.4 63.4 0.8 2.1 (1.3) 0.6 2.7 (2.1) Net Income before Income Tax Income tax 50.4 18.6 25.5 9.3 24.9 9.3 97.6 100.0 Net Income 31.8 16.2 15.6 96.3 Provision for Loan Losses Net interest income after provision for loan losses Non-Interest Income The audited consolidated financial statements and their accompanying notes are included in this report. 17 Mercantil Net Income Net income of $31.8 million in 2012 represents a significant improvement from the net income of $16.2 million in 2011. The main driver contributing to this result was a significant decrease in the provision for loan losses, which improved from $49.8 million in 2011 to $24.1 million in 2012, a decrease of $25.7 million or 51.6 percent. There was also an improvement in the Bank’s net interest income before provisions for loan losses, which increased by $7 million in 2012 or 4.6 percent over 2011, as well as a decrease of $4.1 million or 13.6 percent in interest expense. These positive results were offset by a $7 million decrease in non-interest income and a $9.3 increase in income tax expense. Net Interest Income Net interest income before provision for loan losses increased $7 million, or 4.6 percent, to $158.1 million in 2012, from $151.1 million in 2011. The higher net interest income in 2012 was primarily due to the net effect of an increase in average interest-earning assets of $107 million which lead to higher interest income during the year, and the continuation of a shift in customer deposits from more expensive time deposits and repo accounts into demand deposits, money market and saving accounts. The average interest-bearing time deposits and repo accounts decreased a total of $180.1 million while average demand deposits, money market and saving accounts increased a total of $106.2 million in 2012 which contributed to lower interest expense during the year. These changes resulted in an improvement in the Bank’s net interest margin which increased to 2.42 percent in 2012 from 2.35 percent in 2011. These relatively low net interest margin levels reflect the prolonged low-interest rate environment prevailing in the U.S. since late in 2008. Provision for Loan Losses The provision for loan losses totaled $24.1 million in 2012, a decrease of 51.6 percent from $49.8 million in 2011. In 2012, the Bank charged off a net $24 million primarily associated with real estate loans, compared to net charge-offs of $41.7 million in 2011. This resulted from improving credit quality across all the Bank’s loan portfolio segments and accelerated efforts for the disposition of existing impaired loans. Improving credit quality across the Bank’s loan portfolios is the result of new loans originated under strict underwriting guidelines, along with significant disposition of existing impaired nonaccrual loans through upgrades, note sales, short sales and collateral repossession activities. These efforts contributed to a significant decrease in loans with potential credit weaknesses. These results drove the substantial decrease in the reserves needed to cover losses identified in the loan portfolio as well as continued improvements in the ratio of nonperforming loans to total loans. This ratio was 1.9 percent at the close of 2012, compared to 5.8 percent at the close of 2011. Non-interest Income In 2012, total non-interest income decreased by $7 million, or 10.6 percent. The main factor leading to this result was lower brokerage fees in 2012, which decreased $4.8 million or 28.7 percent, compared to the prior year. Rental and other income from other real estate owned, deposit fees and service fees, data processing and other non-interest income from related parties and others decreased by a combined $3.3 million or 9.5 percent compared to 2011. These decreases were partially offset by a combined increase in securities and derivative instruments gains and greater fees on loan and trade financing servicing fees of $1.1 million or 7.5 percent compared to 2011. 18 Annual 12 The decrease in brokerage fees relates to the impact of lower volume of customer investment transactions in 2012, compared to prior year levels. Rental and other income from other real estate owned decreased as a result of the Bank’s disposition activities which continued during the year. These activities resulted a reduction of 19.9 percent in the other real estate owned portfolio compared to the prior year. Non-interest Expense Total non-interest expense increased slightly by $0.8 million, or 0.6 percent, during the year. Higher salaries and employee benefits contributed $2.1 million to the increase, and other operating expenses include $3.4 million related to the early extinguishment of Federal Home Loan Bank (FHLB) advances during the year. These increases were offset primarily by these factors: − Net loss from valuations write-downs, net of gains on sale, and operating expenses associated with the Bank’s other real estate owned, decreased a total of $5.1 million, or 17.4 percent, as result of significant disposition activities that continued during the year and relatively stable property valuations. − Occupancy and equipment decreased by $1.8 million, or 11 percent. Income Taxes In 2012, the Bank recorded an income tax expense of $18.6 million, compared to $9.3 million the prior year. This change is mainly associated with higher taxable income during 2012 compared to the prior year. Consolidated Financial Condition Review The following table is a condensed version of the Bank’s Consolidated Balance Sheets at the close of the years 2012 and 2011. Summary of Consolidated Balance Sheets (in millions except percentages) december 31 december 31 2012 2011 Total Assets Cash and cash equivalents Securities Loans, net Other assets $ 6,819.7 147.2 2,118.7 4,371.4 182.4 $ 6,635.7 186.3 2,142.2 4,104.8 202.4 Total Liabilities Total deposits Securities sold under agreements to repurchase Advances from the Federal Home Loan Bank Other liabilities $ 6,100.9 5,365.5 180.4 457.3 97.7 $ 5,953.6 4,938.1 491.8 487.3 36.4 Total Stockholder’s Equity $ $ 718.8 682.1 increase / (decrease) $ $ $ $ % 184.0 (39.1) (23.5) 266.6 (20.0) 2.8 (21.0) (1.1) 6.5 (9.9) 147.3 427.4 (311.4) (30.0) 61.3 2.5 8.7 (63.3) (6.2) 168.4 36.7 5.4 The audited consolidated financial statements and their accompanying notes are included in this report. 19 Mercantil Total Assets Total assets closed the year 2012 at $6.8 billion, an increase of $184 million, or 2.8 percent, compared to the prior year. The net loan portfolio, which closed the year at $4.4 billion, or 64.1 percent of total assets, grew by 6.5 percent over the prior year. The investment securities portfolio of $2.1 billion at the end of 2012, or 31.1 percent of total assets, decreased by 1.1 percent compared to the prior year. Cash and cash equivalents decreased by $39.1 million, or 21 percent, compared to 2011. Cash and Cash Equivalents The Bank maintains high liquidity levels as part of its asset-liability management strategies. A significant element of those strategies includes holding liquid assets in the form of cash and cash equivalents, primarily interest-earning deposits with the Federal Reserve Bank. At the close of 2012, cash and cash equivalents were $147.2 million, 2.2 percent of total assets, a decrease of 21 percent compared to the close of 2011. Investment Securities The investment portfolio, which represents approximately 31.1 percent of total assets and Investment Securities Portfolio includes securities owned at fair value, available for sale securities and stock held of the December 31, 2012 Federal Reserve Bank and the Federal Home Loan Bank, is composed of high-quality debt instruments issued by U.S. Government Agencies and the U.S. Treasury (50.4 percent), U.S. Government Sponsored Enterprises (40.3 percent), Corporate Securities and Foreign Sovereign Debt (7.2 percent) and other instruments (2.1 percent). The composition of the investment securities portfolio at December 31, 2012 is illustrated in the chart on the left. The Bank manages its investment portfolio with strategies designed to provide an optimum combination of profitability, liquidity, and credit and market risks. The investment portfolio’s liquidity, market and credit risks are managed on a continuous basis by the Bank’s Treasury Unit under the supervision of Risk Management. U.S. Government Agencies and U.S. Treasuries 50.4% Loans, net U.S. Government Sponsored Enterprise Debt Securities 40.3% The net loan portfolio reached $4.4 billion at the close of 2012, growing $266.6 million, or 6.5 Corporate Securities and Foreign Sovereign Debt 7.2% percent, compared to the prior year. This growth was driven by net increases in the loan Other Instruments 2.1% portfolios handled by the Bank’s Personal and Commercial and International Corporate Banking business units. Despite the growth in the loan portfolio, the allowance for loan losses experienced a slight decrease of $0.2 million, or 0.2 percent with respect to 2011 principally due to the significant improvement in loan quality. The Bank focused on finding an adequate mix of credit exposures, on stabilizing and further diversifying its concentration to the real estate sector, and on disposing of loans that deteriorated during the last recession. This strategy has resulted in a larger commercial loan 20 Annual 12 portfolio, which represented 45 percent of total loans at the close of 2012, compared to 41 percent in 2011, a smaller portfolio of loans to financial institutions, and a decrease of the concentration of loans in the Real Estate sector which represented 34 percent of gross loans in 2012, compared to 35 percent in 2011. The Real Estate loan portfolio represented 22 percent of total assets at the close of 2012, unchanged from the prior year. An important strategy to mitigate credit risk in the Bank’s loans portfolio is diversification. Diversification is managed through policies that limit exposure to individual or related debtors, collateral and economic activity of the debtors. The Bank’s loans portfolio, and one of its most important sectors, Real Estate, at December 31, 2012 was well diversified in terms of economic activity and collateral as demonstrated in the following chart: Loan Portfolio December 31, 2012 Real Estate 34% Financial Institutions 20% Non-Owner Occupied 13% Owner Occupied 9% Multi-Family Residential Land Development and Construction Loans Single-Family Residential 6% Commercial and Industrial 45% Consumer and Other Loans 1% 2% 4% Other Assets Other assets decreased by $20 million, or 9.9 percent. This decrease is primarily the result of: − $10.3 million decrease in deferred tax assets, net, mainly the effect of lower temporary differences associated with dividend income and interest income on nonaccrual loans, combined with higher temporary differences associated with net unrealized gains on securities available for sale. − $4.1 million net reduction in other assets, resulting principally from the amortization of FDIC assessments prepaid in prior years. − $2.9 million decrease in Bank premises and equipment, driven by depreciation expense of $6.8 million, offset by net purchases during the year. − $2.7 million net decrease in other real estate owned, which included $36.6 million in new repossessions, sales of $37.4 million and a net loss of $2 million from valuation adjustments and sales. 21 Mercantil Liabilities Deposits and Securities Sold under Agreements to Repurchase Deposits and securities sold under agreements to repurchase (repo accounts, including customers’ overnight sweep repo accounts) reached an all-time high of $5.5 billion at the close of 2012, representing an increase of $116 million from 2011. This positive change was primarily driven by the growth achieved in core deposits during 2012, offset by a decline in non-core deposit balances and repo accounts. Core deposits, comprised of non-interest and interest bearing demand deposits, money market, savings and time deposit accounts with balances at or below FDIC insurance limits, grew $495.9 million, or 10.8 percent in 2012. Non-core deposits, essentially time deposits with balances above FDIC insurance limits, decreased $67.7 million, or 18.9 percent during the year. Repo accounts decreased $311.4 million, a 63.3 percent decrease compared to the prior year. The increase in core deposits is the result of enhanced collaboration between business units to enrich existing relationships, and leveraging those relationships to building new ones. Noninterest bearing demand deposit accounts represented 17.4 percent of total deposits at the close of 2012, a slight reduction compared to 19 percent in 2011. At the same time, total time deposits decreased to 11.8 percent of total deposits in 2012, compared to 16 percent in 2011. This trend, along with the impact of the protracted low interest rate environment, contributed to a decline in interest expense during the year. The following charts depict the composition of the Bank’s deposits at December 31, 2012 and 2011: 2012 Deposits 22 2011 Deposits Savings & Money Market 33% Savings & Money Market 33% NOW 38% NOW 32% DDA 17% DDA 19% Time 12% Time 16% Annual 12 Advances from the Federal Home Loan Bank The Federal Home Loan Bank (FHLB) offers its member institutions fixed or variable rate secured lines of credit based on the institution’s condition and creditworthiness. The Bank, as a member of the FHLB, utilizes short- to long-term fixed and variable-rate advances as one of its tools to manage balance sheet interest rate sensitivity risk. Advances from the FHLB closed the year at $457.3 million, a decrease of $30 million, or 6.2 percent compared to 2011. 57 percent of the total advances at the close of 2012 mature in 2013. At December 31, 2012 the Bank had a credit line of approximately $1.4 billion, with an unused borrowing capacity of approximately $907 million. Stockholder’s Equity Stockholder’s equity grew by $36.7 million or 5.4 percent during the year. Net income of $31.8 million and other comprehensive income of $4.9 million, primarily the after-tax net unrealized fair value gains in the available for sale investment portfolio, were the contributing factors for this increase in shareholder’s equity. Tier One Risk-Based Capital as a percentage of Risk-Weighted Assets increased to 16.04 percent in 2012 from 15.93 percent the prior year. Total Risk-Based Capital to Risk-Weighted Assets increased to 17.3 percent in 2012 from 17.2 percent in 2011. The increase in these ratios occurred due to an increase in eligible capital driven mainly by net income during the year, offset by growth in Total Risk-Weighted Assets of approximately $327.4 million, or 8.5 percent, mainly as a result of growth in the loan portfolio. 23 Mercantil Adrián Pujol Acrylic on canvas 89 x 429.5 cm Calabozo desde las lomitas, 1996 Business Segments Review Personal and Commercial Banking Personal and Commercial Banking (PAC) delivers the Bank’s core services and products offerings. Targeting the needs of individuals and businesses, these services include checking and savings accounts, residential and commercial mortgages, secured and unsecured loans and lines of credit, and credit cards. Treasury management services complement the mix of products delivered through PAC and help businesses monitor banking transactions and manage their cash flow. Through PAC, customers are also introduced to delivery channels that make banking more convenient, including online banking, telephone banking and an ATM network. The Personal and Commercial Banking function is segmented into two divisions. Domestic Personal and Commercial Banking (DPAC) serves U.S. domestic customers. International Personal and Commercial Banking (IPAC) serves international customers with U.S. banking needs. Domestic Personal and Commercial Banking Mercantil Commercebank’s position as one of the largest Florida-based banks in South Florida is complemented by a solid market presence in Houston and New York City. In the market service areas of the Bank’s 18 branch locations, Mercantil Commercebank is ranked among the Top 5 Florida-based banks as measured by FDIC deposits. As reported by the FDIC, Mercantil Commercebank was ranked number one in five South Florida markets at June 30, 2012. This includes the market leadership position in Coral Gables, which is home to the corporate headquarters of many multinational businesses. 25 Mercantil Domestic Retail Banking Domestic Retail Banking optimizes revenue opportunities generated through the Bank’s branch distribution channel. The traffic patterns, population trends and business environment are continually analyzed to optimize returns. The recent opening of the Bank’s second location in Houston leverages Mercantil Commercebank’s global banking expertise in a market that is dense with businesses that are within the segments serviced by Retail Banking. This location is positioned in a commercial district that is also within close proximity to residential neighborhoods. The mix of commercial and personal business is expected to contribute to the growth of the new banking center. In Florida, the banking center in the Village of Pinecrest in South Florida was relocated to a nearby location with upgraded facilities and increased visibility. Rooted in traditional bank safety and soundness principles, the branch business model is focused around disciplines that make the identification of customer needs and the service experience that results from practices, processes and decisions. Frequent surveys are used to measure customer satisfaction. In 2012, 95 percent of customers surveyed highly rated their overall satisfaction with the service they received from branch staff. During the year, strategies were put in place to increase new business originations in consumer and business lending activities. These strategies resulted in continued overall growth in the Domestic Retail Banking loan portfolio by 9 percent to reach $241 million. Deposits for the unit also showed significant growth, increasing by 23 percent to $811 million. Domestic Retail Banking will continue to rely on standardized sales disciplines to drive growth. These practices include goal setting, call planning and the daily monitoring of progress. Involvement in local communities and business associations will increase Mercantil Commercebank brand recognition and support the development of leads, as well as referral sources. The ongoing evolution of the service experience remains a key priority for 2013 to retain customers, expand business with existing customers and create an unprecedented brand reputation to attract new customers. Domestic Commercial Banking Mercantil Commercebank’s global reach combined with our bankers’ knowledge and the delivery of an exceptional service experience creates a significant point of differentiation in the commercial banking environments and international business centers the Bank serves. Emerging from a year of economic challenges and soft demand for commercial loans from large businesses, strategic focus was placed on monitoring the portfolio for quality, allocating resources and improving infrastructure to prepare for the anticipated increase in loan demand and future portfolio growth during 2012. 26 Annual 12 Several significant operational improvements were implemented in 2012. Staff was aligned to create commercial relationship teams poised to anticipate the needs of clients. As a result, the Bank experienced a high level of customer retention despite increased competition from other financial institutions seeking to trigger refinancing transactions. Additionally, foundations were strengthened to build greater synergies between Domestic Retail Banking and Domestic Commercial Banking, aimed at increasing opportunities and exceeding customer service expectations. Middle Market Banking is a key growth area within the Domestic Commercial Banking unit. Targeting companies with annual revenues in excess of $30 million, Middle Market Banking had a very active year with continued portfolio growth. The loan approval process was also streamlined to be more competitive while complying with credit policies revamped during the prior year. During 2012, Domestic Commercial Banking grew its loan portfolio by 16 percent to $1,327 million. The diversity of loan products, including specialized expertise in supply chain financing, export/import financing and asset-based lending, is expected to fuel this momentum as the unit targets new customers. In 2013, we will continue to focus on commercial banking partnerships with the retail banking centers, including more joint calling efforts and a referral campaign to identify and establish new relationships. Working capital financing, owner-occupied real estate loans and loans to small businesses, offered through U.S. Small Business Administration (SBA) programs, are expected to drive new business. Given the Mercantil Commercebank footprint in South Florida, Houston and New York City, trade finance will also remain a strategically important business expertise. Commercial Real Estate Mercantil Commercebank has a specialized team of bankers dedicated to serving the commercial real estate borrowing needs of customers, including developers and investors. During 2012, the unit was expanded with seasoned bankers who have in recent years gained valuable experience in the Bank’s Special Assets Department managing workouts for problem loans backed by commercial property. The Commercial Real Estate markets within the Mercantil Commercebank footprint improved throughout 2012. The rebound was evident by the sight of more construction cranes and the deployment of capital by some of the largest institutional and private funds, both domestic and international. As overall economic conditions improved and the interest rate 27 Mercantil environment remained low, the demand for commercial real estate financing steadily increased throughout the year. This rebound significantly manifested itself in the Bank’s markets of New York City, Houston and Miami. A stronger market environment combined with the expertise of our group of seasoned bankers contributed to growth in the portfolio of commercial mortgage loans from $222 million at year-end 2011 to $448 million at the close of 2012. This achievement was complemented by improved portfolio quality as measured by a significant reduction in loans being migrated to the Special Assets Unit. In the year ahead, New York and Houston are expected to be active and desirable commercial real estate markets due to the forecasted sustainability of their economies and anticipated increase in loan demand. Southeast Florida is also expected to continue its upward momentum. Strategies to maximize opportunities across the footprint include a focus on developing new business, closely monitoring market conditions to remain in a competitive position and strictly adhering to credit policy guidelines while pursuing projected growth. International Personal and Commercial Banking International Personal and Commercial Banking (IPAC) serves the U.S. banking needs of personal and commercial customers domiciled abroad, primarily offering deposit products and secured loans. The seamless delivery of global banking solutions continues to be an important point of differentiation for Mercantil Commercebank. This competitive advantage is derived from deep insight into the cultural and socio-economic factors affecting foreign-based customers. The IPAC relationship banking model provides this market segment in the Mercantil Commercebank footprint with access to a full range of products and services delivered by specialized international banking professionals. During 2012, IPAC’s total deposits increased 2 percent compared to the previous year. Total loans increased 36.4 percent in that same period. Personal Banking International Personal Banking International (PBI) uses a segmentation model based on account balances, transaction profiles and customers’ long-term financial goals to assign the best-suited primary banker to serve the needs of the customer. This banker becomes the single point of contact for access to all of the Bank’s business units and full array of product offerings. To ensure high levels of service and a satisfying banking experience, the primary banker is supported by professionals who help manage the relationship and handle many of the customer’s day-to-day transactional needs. In 2012, PBI continued to partner with other business units, including the investment and trust subsidiaries to increase cross-sell activity and service a larger portion of each customer’s financial portfolio. 28 Annual 12 For 2013, PBI will remain focused on needs-based selling and better service experience to support increasing customer satisfaction, convenience, retention, and expansion goals. Commercial Banking International In 2012, the strategic priority for Commercial Banking International (CBI) was to build the customer base and deposit portfolio by providing superior service and products, as well as efficient online tools customers need to compete in a changing global economic environment. This goal was accomplished through a focused effort to train personnel to increase their product knowledge and heighten their service delivery to retain existing customers. New business was originated through referrals from within the Bank and a strong network of trade associations. For 2013, CBI will continue to build its loan and deposit customer base by providing superior services and products, leveraging on existing relationships and maximizing efficient delivery channels including optimizing customers’ utilization of our online tools. International Corporate Banking The International Corporate Banking (ICB) division serves financial institutions and corporations in the U.S. and Latin America with over $250 million in annual sales, which most notably includes oil and gas industry firms. During 2012, ICB maintained its focus on growing and strengthening the stability of its loan portfolio by diversifying its exposure in Latin America. At year-end, loans grew by 4.4 percent, or $89 million, to $2.1 billion compared to $2 billion at the close of 2011. Within the improving Latin American markets, ICB implemented strategies to increase lending, utilizing various loan programs to maximize cross-border and diversification opportunities. In the U.S., the unit focused on increasing business in Houston, which continues to outperform other regions in the country. An expanded Corporate Lending team, in partnership with a strong Retail Banking group, is in place to attract and serve the complete financial needs of larger corporate clients in the market, primarily in the mining, manufacturing, wholesale trade and real estate sectors. 29 Mercantil In 2013, ICB expects to continue building stronger relationships in all geographic areas served, to enhance client profitability and to diversify risk in responsible alignment with credit risk policies. Private Banking Working in synergy with the Bank’s investment advisory and trust subsidiaries, as well as with the Bank’s other business units, Private Banking serves the needs of high-net worth customers. The division integrates banking, asset management, asset protection, and estate planning services into one combined product offering which is delivered by highly qualified and responsive professionals. In 2012, worldwide growth was slack, and the low interest rate environment in the United States impacted Private Banking in two key ways. First, deposits decreased 13 percent to $376 million as customers sought other higher-earning assets such as those offered in partnership with Mercantil Commercebank Investment Services and Mercantil Commercebank Trust Company. Second, short-term and residential loans remained the unit’s preferred products as rates remained historically low. Nevertheless, loans grew modestly by 2 percent to $57 million. During the year, Private Banking completed the implementation of its new service model, in order to support growth in loans and deposits in 2013. The new model will serve to create stronger customer relationships, capture incremental business and attract new customers through existing customer referrals and brand recognition. Subsidiary Activities The Bank teams with its two main operating subsidiaries, Mercantil Commercebank Investment Services, Inc. (MCIS), and Mercantil Commercebank Trust Company, N.A. (MCTC) to provide a broad spectrum of financial products and services to its customers. With a team of highly qualified professionals, the subsidiaries provide brokerage, investment advisory and trust and estate planning services tailored to meet the individual needs of each investor. 30 Annual 12 Mercantil Commercebank Investment Services, Inc. 2012 marked the 10th anniversary for Mercantil Commercebank Investment Services, Inc. (MCIS), the Bank’s subsidiary broker-dealer and investment advisor that provides a wide range of investment solutions and expert investment advice. MCIS is registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA). Customer assets are protected through the Securities Investor Protection Corporation (SIPC) and remain in custody with Pershing, LLC, a subsidiary of The Bank of New York Mellon. Economic growth in the U.S., albeit below-potential, due in part to the highly volatile conditions in international markets, translated into strong rallies in capital markets for bonds and stocks. This growth, along with a slower than expected increase in new customers’ investable capital, impacted the size of MCIS’ assets under management at the close of the year. These assets grew to $1.5 billion at year end, a 20 percent increase over the prior year. In addition to expanding MCIS’ team of investment consultants via internal reallocations, technology and process improvements were implemented to enhance efficiencies. These improvements are expected to maximize the investment functions, by improving consultant productivity, and managing relationships more efficiently according to their profitability. MCIS posted $12.4 million, or 6 percent higher revenues than in 2011 mainly on advisory and management fees and brokerage commissions, which were fully offset by related increases in operating expenses as net income remained unchanged at $3.5 million. Heading into 2013, a key objective will be to enhance the productivity of our expanded team. As relationships mature, some client needs can become more or less complex. MCIS collaborates with other business lines to transition those relationships to the segments best suited to serving the client’s needs. A significant area for growth centers on increasing awareness of investment services among Mercantil Commercebank’s team of bankers so that they are able to recognize and refer opportunities. In addition, MCIS continued investing in the development of new valueadded investment products expected to enhance revenue-generating opportunities and strengthen customer relationships. 31 Mercantil Mercantil Commercebank Trust Company, N.A. Mercantil Commercebank Trust Company, N.A. (MCTC), a national trust bank with fiduciary powers, is regulated and supervised by the U.S. Office of the Comptroller of the Currency and offers fiduciary and financial management services to high net worth individuals throughout the United States, Latin America, the Caribbean and Europe. MCTC specializes in providing a wide array of trust and estate planning products and services to help clients and their families build and preserve their assets and achieve wealth management objectives. In 2012, the slight economic growth in the United States coupled with new client acquisition helped to grow assets under management by 19 percent to $381 million and generated $2.3 million in revenues. This upward trend is expected to continue throughout 2013 as global economies improve and internal restructuring heightens the focus on bringing in new clients and expanding existing relationships. MCTC reinforces its multi-disciplinary approach of collaborating with the Bank’s other business lines to strategically identify customer relationships that would benefit from trust offerings. Recent changes in the Private Banking relationship management model are expected to positively impact the inflow of referrals to MCTC while deepening customer relationships within the organization. While initiatives are in place to increase the client base and expand assets, controllable cost containment will remain a priority as MCTC plans for investments in enhanced core systems and other capabilities. Treasury Asset and Liability Management Mercantil Commercebank’s Treasury unit is responsible for managing interest rate and liquidity risk for the Bank’s balance sheet. Additionally, Treasury manages credit risk in the Bank’s investment portfolio and supports Bank-wide initiatives for increasing non-investment portfolio profitability. Treasury follows the composition of the balance sheet and, in partnership with the Finance Committee, tracks all financial transactions executed by the Bank and reports their effect on the financial margin. This process has the goal of enhancing overall returns for the Bank while keeping the management of liquidity and interest rate costs within approved limits. 32 Annual 12 During 2012, many of the government refinancing assistance programs, such as the Home Affordable Refinance Program (HARP), in conjunction with historically low market rates resulting from the FRB’s low interest rate policy, placed downward pressure on the yield of the investment portfolio due to increased refinancing activity and reinvestment of principal at low market rates. To neutralize increased prepayment risk, Treasury continued its diversification strategy to reduce the investment portfolio’s exposure to changes in interest rates and to decrease principal prepayment risk in the investment securities portfolio that is backed by underlying mortgages. Two types of investments were added to the portfolio to mitigate this: reverse mortgage-backed securities and agency commercial mortgage-backed securities. Both offer principal prepayment protection features. Treasury added these positions following approved investment programs outlining specific limits on exposures considering their risks. As of December 31, 2012 the yield on the portfolio was 2.37 percent and the effective duration was 2.23. Treasury managed the investment securities portfolio to achieve limited credit risk. Secu- The Bank’s Investment Portfolio December 31, 2012 Dollars in Millions $1,200 Dec-11 $1,050 Dec-12 $900 Average for 2012 $750 $600 $450 $300 $150 Other Investments Short–Term Investments Government Sponsored Enterprises U.S. Agencies Guaranteed 0 rities issued or guaranteed by the U.S. government comprised the majority of the portfolio. Throughout 2012, Treasury worked proactively to optimize cash positions to enhance profitability while complying with ALCO limits. At the end of 2012, the cash position at the FRB was $125 million. Active risk management of the investment portfolio, combined with predominantly lower interest rates, resulted in $11 million in realized gains on sales. 33 Mercantil Overall, the Bank ended the year with a strong liquidity position. In addition, the balance sheet ended the year with an asset sensitive position, with a total asset duration of 1.21 and a total liability duration of .88. Treasury supported the growth of the loan portfolio through the execution of the Syndicated Loan Program. The total portfolio actively managed by Treasury under this program ended 2012 at approximately $318 million, providing an average yield of three months Libor plus 200 bps. Treasury was also active in managing wholesale funding throughout the year, ending 2012 at $642 million with an average cost of 1.83 percent. Business-Support Segments Review Operations and Technology Continuous process improvements, technological upgrades and streamlined workflows are delivering enhanced convenience and service to our customers. These activities, which are expected to continue contributing to lowered operating costs and improved efficiencies, included new loan underwriting and operations processes implemented in 2012. These new processes increased accuracy and decreased re-work in these areas, on average, by half. In addition to lowering operating costs, the new processes also provide customers with more expedited loan decisions and funding. Residential mortgage customers now receive enhanced monthly statements including pertinent information to help them manage their mortgage, including year-to-date interest and taxes paid, as well as escrow balance and other relevant mortgage data. A new Business Online Banking enrollment process has been simplified while retaining the integrity of security controls. Similarly, the Personal Online Banking service now provides customers with added control, security and access to account information, transaction history, status of pending transactions, account activity downloads, and the ability to set up one-time and recurring domestic and international wire transfers, among other conveniences. 34 Annual 12 Our telecommunications team upgraded all branch communication systems with increased functionalities to better serve customers and new capabilities to ensure the reliability of telecommunications in the event of disasters. During the year, Visa® Zero Liability was introduced to give customers added confidence when using their debit cards. The feature removes customer liability for fraudulent transactions for all consumer and business debit card POS transactions, including PIN POS transactions using non-Visa® networks. Provisional credit is processed quickly, significantly benefitting business debit cardholders who previously received credit only if money from a fraudulent charge was recovered through chargeback rights. The Bank continued investing significant resources in bringing its customer service platforms in line with technological trends intended to enhance the experience of banking with Mercantil Commercebank and remain competitive in the marketplace. These investments are expected to result in new tools and resources that leverage on existing technologies to bring customers closer to their account information and open new and efficient transaction channels. Human Resources At the close of 2012, the Bank relied on 785 professionals to serve our internal and external customers amid the rapidly changing and evolving global financial industry. Resources were again allocated to strengthen the staff’s role in carrying out the Bank’s integrated business model and its strategic vision, to provide career development opportunities, to attract and retain talent, to fairly compensate employees and to build an even more positive working environment. Learning and Development Learning and Development continued to focus on guiding and developing employees’ capabilities to achieve the Bank's business objectives, while helping individuals pursue their career aspirations. Initiatives were directed in three main areas: Leadership Development, Relationship Development, and Customer Service. 35 Mercantil The team worked closely with leaders across all business units to strengthen the Bank’s Trust Index as reported by the Great Place to Work® Institute in the prior year's organizational climate survey. According to 85 percent of employees who responded in 2012, the Bank achieved significant improvement in the dimensions of Vision and overall satisfaction (Gestalt.) Other variables significantly improving included Collaboration, Work Environment and Work-Life Balance. To support this positive trend, we renewed our commitment to Leadership Development by implementing a process-oriented leadership approach. Leadership: Great Leaders, Great Teams, Great Results™ provided our management team with new tools to inspire trust, define clear and compelling purposes, align systems of success and release the talents and energy of a winning team to help our organization achieve its most critical priorities. The program begins with an assessment of the leader’s current capabilities against the four imperatives of Great Leaders, taking into account their own evaluation and feedback collected from their immediate supervisor, peers and subordinates. Participants received electronic tools, videos, expert interviews, and other resources to support them on the job. A collaborative effort between Domestic Retail Banking, Commercial Lending and Credit enhanced the Bank’s Relationship Development Process to further cultivate long-term relationships with business owners. Branch Sales and Service Managers and Commercial Lending Officers learned new tools to facilitate the acquisition and expansion of customer relationships focusing on the business owner’s business strategy, plan, objectives and operations. A Customer Service Orientation Competency initiative was launched. It consists of six levels, each one detailing specific behaviors employees must exhibit in customer interactions with the goal of optimizing the customer experience. Following an initial assessment, each employee was assigned a development plan comprised of formal and informal learning and on-the-job activities to help them master each competency level and progress to the next level, climbing toward their highest customer service potential. Compensation and Administration The Compensation Department continuously reviews and evolves the Bank’s compensation philosophy by identifying corporate goals and objectives and considering our competitiveness in attracting and retaining employees. In 2012, the Compensation Department continued the CompTalk initiative as a strategy to increase communication via departmental presentations, corporate communications and one-on-one management sessions, and share information with our employees about a variety of topics related to our philosophy and their individual compensation. An in-depth, organization-wide analysis was performed to assure competitive positioning with the external market, targeting compensation for key positions to be between the 50th and 75th percentile. New compensation structures were developed and implemented for specific business units within Mercantil Commercebank and MCIS, creating a dynamic blend of fixed pay and variable compensation programs. 36 Annual 12 In line with the HR strategy of attracting, engaging and retaining top talent, in 2012 the team implemented a distinguished merit increase payout, rewarding top-performing employees with above-average raises. The Compensation Department also initiated the first phase of design of a Long-Term Incentive Program by identifying industry-specific best practices and trends. This project will continue throughout 2013 to encourage and reward superior longterm performance. Benefits Benefits continued to operate the Healthy New Beginnings Program that was introduced in 2008 to promote healthy living and educate employees on ways to improve their health and wellness, and the health and overall wellness of their family members. A monthly communication was created to share important information on a variety of health topics such as diabetes, smoking cessation, breast cancer and more, with the goal of helping employees help themselves and in turn, help the Bank keep future health-related expenses low and employee productivity high. Employees also received Benefits communications regarding medical plan products that provide employees with health-related services at reduced prices. The Bank’s attractive retirement benefits remain unchanged, at a time when other businesses of all sizes and across industries have reduced retirement-related benefits to lower expenses and improve the bottom line. Employee Relations and Staffing Talent acquisition continues to be a Bank-wide strategic priority. The Employee Relations and Staffing team implemented a defined employment process that began in 2011, to highlight all activities associated with hiring well-qualified talent, from the time the need is determined to the time the employee joins the organization. This process includes identifying defined core competencies, internal evaluation assessment tools and an effective interviewing and selection closed-loop feedback system between the hiring manager and the interviewing team. The streamlined, automated hiring process has continued to produce positive results in terms of human capital investment, as well as cost efficiencies. In 2012, the Bank added 18 new professionals to support success in its business development and relationship retention efforts, to support the opening of the new banking center in Houston, Texas and to handle the workload associated with heightened financial industry reporting requirements. 37 Mercantil Adrián Pujol Acrylic on linen 65 x 155 cm Crepúsculo en la bahía de Pampatar, 1989 Enterprise Risk Management Enterprise Risk Management (ERM) at Mercantil Commercebank is a company-wide process that embraces the core principles of the Basel Accord and Institute of International Finance (IIF) Best Practices Principles to assess, manage and mitigate risks, and seize opportunities that will support the achievement of the Bank’s vision, goals and objectives. The ERM program’s mission is to maximize shareholder value through a state-of-the-art risk management process that monitors compliance with Risk Appetite parameters; strengthens the business decision making process; enhances the risk-adjusted return on capital; and provides a foundation for the Bank’s capital allocation process. ERM employs a framework of qualitative and quantitative risk management processes involving collaborative working relationships with the business units to identify, measure, control, and monitor risks. ERM is executed through four departments: Credit Risk Management, Loan Review, Market Risk Management and Operational Risk Management. These departments report to the Chief Risk Officer of the Bank, the Global Risk Manager of Mercantil Servicios Financieros and the Board Risk Committee. During 2012, the Risk structure was strengthened and the ERM framework was revamped to consolidate all risk aspects of the organization into an aggregate risk profile. Credit Risk Management Credit risk is the risk of loss arising from obligor or counterparty default. Through lending and investment transactions, the Bank is exposed to credit risk, which is measured, managed, and mitigated through a credit risk management process at both the individual transaction and portfolio level. The role of Credit Risk Management (CRM) is to supervise all of these control functions, guide the overall credit exposure within the parameters approved by the Board of Directors, and optimize the risk-adjusted return to the Bank. During 2012, CRM implemented enhancements to the methodology for calculating the Bank’s Allowance for Loan Losses (ALL). These enhancements included revisions to the definition of loan default and improvements to the framework used for the determination of qualitative adjustments. Management believes that these enhancements provide a more robust and consistent process for the determination of the ALL. Loan Review methodologies were revised to improve the process of early identification of potential asset quality deterioration. The changes included updates to asset quality ratios, benchmarks and credit administration factors. Finally, efforts continue to refine the management of concentration risk through the elaboration of limits addressing collateral concentration and industry exposures. 39 Mercantil Credit Risk Exposure At the end of December 2012, credit risk exposure continued to reflect a balanced composition, with 45 percent of the total exposure in the commercial sector, 34 percent in the real estate sector, and 20 percent in the loans to depository institutions. The real estate sector is comprised mostly of exposures to domestic borrowers and diversified by product type. The commercial and bank sectors are well diversified geographically among the U.S., Brazil, Chile, Mexico, Peru, Venezuela, and other countries. The country exposure to Venezuelan debtors includes approximately $69 million in mortgages on properties situated in the U.S. Credit Risk Exposure December 2012 50% 45% 40% 35% 30% 25% 20% 15% 10% 5% Peru Consumer loans and overdrafts Loans to depository institutions and acceptances Commercial Loans USA Real Estate Loans 0% Brazil Chile Mexico Venezuela Other Countries Non-Accrual Loans as Percentage of Total Loan Portfolio Asset Quality Highlights The quality of the loan portfolio improved in 2012 as a direct consequence of an aggressive strategy to reduce problem loans and grow the loan portfolio in key markets and products. Non-accruing loans as a percentage of total loans decreased from 5.8 percent in December 2011 to 1.9 percent in December 2012. As a percentage of total assets, non-performing assets, which also includes repossessed properties, decreased from 3.8 percent at the close of 2011 to 1.4 percent at the end of 2012. 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% 2011 2012 Throughout 2012, the Bank performed comprehensive credit assessments of the loan portfolio to ascertain accuracy of risk ratings. These reviews led to, among other actions, the risk rating downgrades and upgrades of credits, revaluations of collateral, charge-offs of amounts deemed uncollectible, and further additions to the ALL. As a result of these efforts, management considers that the ALL of $67 million as of December 31, 2012 provides adequate coverage for the level of risk existing in the loan portfolio. Non-Performing Assets as Percentage of Total Assets 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% 2011 2012 40 Annual 12 Market Risk Management The Market Risk Management (MRM) unit operates as an independent monitor of Treasury activities and is responsible for identifying, measuring, monitoring and controlling risks related to adverse market condition, mainly interest rate and liquidity risks. Over the past year, MRM continued to focus on strengthening risk analytics and testing modeling fundamentals, including enhanced reports for Asset/Liability Management in order to control risk more effectively and contribute to MRM’s comprehensive assessment processes. During 2012, MRM continued with the implementation of a new Asset/Liability Management system. In 2013, while the new forecasting tool continues to undergo refinement, MRM plans to begin running the application in parallel with existing models, with full roll-out planned by the end of the year. Asset and Liability Management and Interest Rate Risk MRM closely monitors interest rates and other exposures to the Balance Sheet and provides to the Asset and Liability Committee (ALCO) a series of reports used to set and achieve re-pricing gap targets, as well as support strategic decisions pertaining to asset allocation, funding sources, product pricing, and investment options. Reports and controls were devised to measure the impact from changes in credit spreads, interest rate volatility, and other risks. During 2012, Mercantil Commercebank’s Balance Sheet continued to show an asset sensitive position with more assets than liabilities re-pricing in one year. There was also an average difference between the effective duration of assets and liabilities of 0.44, lower than the prior year and a reflection of a balanced match. The main driver for this decline was the lower duration of the loan portfolio due to a trend towards more floating rate commercial loans. Increased asset sensitivity is observed in the one year re-pricing gap of 24.5 percent as a percentage of total assets, compared to the 15 percent experienced a year ago. Duration & 1 Year Gap Analysis Effective Duration - Years 1 year repricing gap/total assets 30% 2.5 25% 2.0 20% 1.5 15% 1.0 10% 5% 0 0% Dec 08 Jan 09 Feb 09 Mar 09 Apr 09 May 09 Jun 09 Jul 09 Aug 09 Sep 09 Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10 Jul 10 Aug 10 Sep 10 Oct 10 Nov 10 Dec 10 Jan 11 Feb 11 Mar 11 Apr 11 May 11 Jun 11 Jul 11 Aug 11 Sep 11 Oct 11 Nov 11 Dec 11 Jan 12 Feb 12 Mar 12 Apr 12 May 12 Jun 12 Jul 12 Aug 12 Sep 12 Oct 12 Nov 12 Dec 12 0.5 1 Year Repricing Gap Effective Duration Assets Effective Duration Liabilities 41 Mercantil Liquidity Risk The Bank’s liquidity position continued to be sound, effectively managed and absent of significant risk. The unit continued to actively monitor results of liquidity stress tests as part of the Contingency Funding Plan. Those results indicated an excess liquidity averaging $660 million during 2012. Operational Risk Management Continuing with Management’s commitment to strengthen its control and monitoring functions, the Bank engaged the services of an independent firm to benchmark the maturity of the Bank’s Information Security Program against international security standards and industry best practices. The results of this analysis indicated that the Bank’s Information Security processes are effective and operate at a level of maturity that is considered strong within the financial services industry. Also in 2012, the Bank launched its First Annual Cyber Security Awareness Month Campaign and continued to strengthen its security and monitoring protocols of its core environment and new banking channels. The Bank’s operational risk exposure and losses for 2012, classified by Basel risk categories, were as follows: Operational Risk Key Indicators 2012 Exposure by Risk Categories and Frequency Number of Events Exposure 1,200 1,000 $20,000 800 $15,000 600 $10,000 400 $5,000 200 $0 Exposure Events 42 Annual 12 Internal Fraud External Fraud Execution Delivery & Process Management Employment Practices & Workplace Safety Damage to Physical Assets Clients, Products & Business Practices 0 Business Disruption & System Failures Dollars in Thousands $25,000 Operational Risk 2012 Estimated Losses External Fraud Execution Delivery & Process Management Internal Fraud Business Disruption and System Failures 88.47% 11.38% 0.11% 0.03% Business Continuity Planning Mercantil Commercebank is committed to ensuring preparedness for any business continuity challenge with a robust Business Continuity Program that is agile enough to meet the everchanging demands of the industry while adhering to the industry’s best practices and complying with the FFIEC Guidelines. During 2012, Management approved the performance of a full scale Regional Recovery Strategy Preparedness Test. The objective of this test was to ensure Mercantil Commercebank can continue to service its customers in the event that a Regional Disaster impacts South Florida. The test was successful in meeting its objective. Over 100 employees participated in the test which included the transfer of all critical systems to the back-up location and the setup of Mobile Recovery Units. The Mobile Recovery Units were equipped with the technology and applications needed by each department to be able to carry out business critical functions. This is the first time the organization has embarked on a Business Continuity and Disaster Recovery test of this magnitude and speaks to the Bank's commitment to ensure we are always ready to serve our customers’ needs. 43 Mercantil Adrián Pujol Acrylic on canvas 143 x 535 cm Caracas desde el Alto Hatillo, 1988 Compliance The Compliance Department works to mitigate the Bank’s exposure to regulatory sanctions and fines, consumer litigation, damage to its reputation, and loss of charter by developing and implementing programs created to comply with federal and state laws and internal policies and procedures. The programs created by the Compliance Department protect customers’ interests in various aspects of a banking relationship, most notably through safeguarding their deposits and promoting competitive banking services. In addition, the Compliance Department assures that customers are provided with meaningful disclosure of deposit and credit terms; that borrowers are aware of costs and commitments in financial contracts; that consumers are provided with equal treatment and equal access to credit; and that the Bank’s practices promote financial privacy and prevent abusive practices during credit transactions, debt collection, and reporting of credit histories. In 2011, the Consumer Financial Protection Bureau (CFPB) began operations. Created by the U.S. Congress’ Dodd-Frank Act as part of reform of the U.S. financial system, the CFPB is a new, independent regulatory authority whose mission is to protect the public by formulating and revising federal consumer protection laws. The CFPB will promote financial education for consumers; supervise banks; enforce consumer financial laws; and study information to better understand consumers, financial service providers and consumer financial markets. In 2012, the CFPB issued a number of new regulations which reform bank products, practices and servicing of home mortgage loans. For example, new rules target home mortgages by: establishing new appraisal requirements to stem abusive and frequent refinancings; requiring the underwriting of mortgage loans in a manner to assure an applicant has the ability to repay the loan for the entire mortgage period; prohibiting certain types of fees and penalties and capping interest rates; and prohibiting risky loan features. New rules also target the servicing of home loans, including creating new protections for loans that are delinquent or in foreclosure. Finally, revised disclosure requirements require more information regarding the fees and terms of a home mortgage loan during the application process to provide an applicant with more transparency and plain language information. In addition, new regulations were issued to require the disclosures for remittances, including wire transfers. Prior to sending a transfer overseas, customers will be provided with information regarding all fees and taxes to be charged as well as the currency exchange rate. Such information provides the customer with information to comparison shop for remittance services as well as information about the total amount of funds the foreign beneficiary will receive in the foreign currency. In addition, the new regulation provides for consumer protection rights for remittance transfers so that banks respond to and resolve errors promptly and in writing. The Compliance Department continues to take a proactive role in all aspects of the Bank’s operations to assure that a strong compliance culture is in place to protect the Bank’s customers, shareholders and employees. 45 Mercantil Corporate Governance Stockholders’ Meeting The Stockholders’ Meeting is the Bank’s highest decision-making body. The Stockholders meet annually for the election of directors, approval of the audited financial statements, appointment of the Bank’s external auditors, and other business that may properly come before the meeting. Additional meetings of Stockholders may be called for any purpose, at any time, as provided by the articles of association and bylaws of the Bank. A majority of votes in accordance with applicable laws, the articles of association, and the bylaws, adopts the decisions of the meeting of Stockholders. Board of Directors Except as expressly limited by law, all corporate powers are exercised by, or under the authority of, the Board of Directors, which is comprised of 11 Directors. It normally meets eight times per year and may convene special meetings as needed. In addition to oversight of the Bank’s business affairs, the Board of Directors is responsible for: the approval of the Bank’s strategic objectives and corporate policies; the appointment and removal of members of the Board committees, other committees, and corporate officers, and the definition of their duties; the authorization of the amount, frequency, and form of payment of dividends; as well as any other activities not expressly prohibited by law or reserved by the Stockholders. Executive Committee The Bank has an Executive Committee that is comprised of a minimum of three and a maximum of nine members, which must include the Chief Executive Officer, the President, and the Global Executive Coordination Manager. The Executive Committee meets weekly and special meetings may be convened as necessary. The Executive Committee is the primary vehicle for providing strategic guidance for the Bank and building alignment among senior management around key cross-functional business and operational issues, in line with Board decisions and recommendations. It supports the Board in the establishment and management of the Bank’s operational policies and processes, approves procedures that govern the Bank’s operations, and oversees and provides guidance on routine management issues. The Executive Committee also ensures overall compliance with fiduciary responsibilities, including compliance with laws, regulations and ethical principles. Chairperson of the Board The Chairperson presides at all meetings of the Stockholders and the Board of Directors, supervises the carrying out of the policies adopted or approved by the Board of Directors, has general executive powers, as well as the specific powers conferred by the bylaws, and also has such further powers and duties as from time to time may be conferred or assigned by the Board of Directors. 46 Annual 12 President and Chief Executive Officer The President and Chief Executive Officer is selected by the Board of Directors from among its members, and has the responsibility for the general management of the business and affairs of the Bank, subject to the direction of the Board of Directors and the Executive Committee. In the absence of the Chairperson, the President and Chief Executive Officer presides at any meeting of the Stockholders, the Board of Directors, or the Executive Committee. The President and Chief Executive Officer also acts as the Chief Operating Officer of the Bank, has overall responsibility for the supervision of its operations, and also has any and all other powers and duties conferred by the bylaws or by the Board of Directors. Board Audit Committee Members: The Board Audit Committee is charged by the Board of Directors with oversight of all aspects Jonathan Coles, Chairman of the Bank’s monitoring, reporting, control, and audit functions in order to ensure the safety Thomas E. Krayenbuehl, Vice Chairman and soundness of the Bank, as well as compliance with applicable legal, ethical, and regula- Frederick C. Copeland, Jr. and remuneration of the Bank’s external auditors, approval of any additional work to be per- tory requirements. The Committee is also responsible for the approval of the engagement formed by the external auditors, and for the oversight of the Bank’s compliance function. The Pamella J. Dana Committee is comprised of five Board members who are independent of the management of Luis A. Romero M. the Bank and its related entities, and who are free of any relationship, which in the opinion of the Board, may be construed as a conflict of interest. The Committee meets eight times during the year and at least once annually in executive session with internal and external auditors. The Committee may also hold special meetings as necessary. Board Risk Committee Members: The Board Risk Committee supports the Board in the identification, measurement, and José Antonio Villamil, Chairman monitoring of risks including, but not limited to, asset quality, interest rate, market and operations risks, and recommends limits and mitigants for the risks. The Committee consists Salvador López de Azúa, Vice Chairman of six members and meets a minimum of four times per year. The Committee may also hold Gustavo A. Marturet special meetings as necessary. J. Guillermo Villar Board of Directors Gustavo Vollmer A. Millar Wilson Gustavo Vollmer A. Chairman and Director Graduated with a Bachelor of Arts Major in Economics from Duke University. Earned a Postgraduate in Economic Development from Cambridge University, and a PED in Business Administration IMEDE, Switzerland. Chairman of the Board of Directors of Mercantil Commercebank, N.A. and Mercantil Commercebank Holding Corporation. Chairman and President of Mercantil Servicios Financieros and Mercantil, C.A. Banco Universal. President of Fundación Mercantil. Former President and Member of the Board of Directors of Instituto de Estudios Superiores de Administración (IESA). Member of the Development Council of Universidad Católica Andrés Bello. Member of the World President’s Organization (WPO). Former President International of Young President’s Organization (YPO). Member of The Group of Fifty (G-50) and Former Founding President, Partnership for a Drug-free Venezuela. Founding Co-Chairman and Member of US-Venezuelan Business Council (CEVEU). Past Member of the Latin America Advisory Committee of the NYSE (New York Stock Exchange). 47 Mercantil Millar Wilson President and CEO Graduated in Business and Administrative Studies from Bradford University, England (1973). Graduate of Harvard Business School Management Development Program (1992). Has been with Mercantil for 35 years and is currently President and CEO of Mercantil Commercebank and Mercantil Commercebank Florida Bancorp. Also serves as Country Manager of Mercantil in the United States. Chairman of the Boards of Mercantil Commercebank Investment Services, Mercantil Commercebank Trust Company and Mercantil Bank & Trust (Cayman). Executive President of Mercantil Bank (Curaçao) and Mercantil Bank (Panama). Member of the Executive Committees of Mercantil Commercebank, Mercantil Servicios Financieros and Mercantil Banco Universal. Member of the Board of Directors of the Federal Reserve Bank of Atlanta’s Miami Branch. Member of the Board of Directors of Enterprise Florida, Inc. Former Chairman of the Board of the American Red Cross Greater Miami and The Keys (2001-2002) and Director and Treasurer of the Miami-Dade College Foundation (1999-2004). Jonathan Coles Graduated from Yale University (1968). Holds a Master of Business Administration (MBA) from Venezuela’s Instituto de Estudios Superiores de Administración (IESA) (1970). Director of Mercantil Servicios Financieros, Mercantil Banco Universal, Mercantil Commercebank Florida Bancorp and Mercantil Commercebank. Former President and Dean of IESA (Instituto de EstudiosSuperiores de Administración), CEO and Chairman of the Board of Directors of Mavesa, S.A., and former Minister of Agriculture of Venezuela and Director of the Central Bank of Venezuela (BCV). Frederick C. Copeland, Jr. Graduated with a Master of Business Administration (MBA) degree from Columbia University. Earned a Bachelor of Arts degree from Bowdoin College, Brunswick, Maine. Chairman, President and CEO of Far East National Bank, Los Angeles (May to December 2009). Member of the Board of Directors and Chairman of the Executive and Compliance Committees of Far East National Bank (September 2004 to December 2009.) President and CEO of Aetna International, Inc. (1995-2001). Former Chairman, President, and CEO of Fleet Bank, N.A., the Connecticut subsidiary of Fleet Financial 1993 to 1995. Former President and CEO of Citibank Canada. Former Chairman of the Board of the Taiwan Greater China Fund. Active in the community, and was Chairman of the 1995 Greater Hartford United Way campaign and has served on the Board of Directors of Connecticut Public Television (Chairman 1997, 1998), the Connecticut Business and Industry Association, the Greater Hartford Chamber of Commerce, the Capitol Region Growth Council (Chairman 1996, 1997), the Old State House and the Connecticut Historical Society. Was member of the organizing committee of the 1995 Special Olympics World Games and served on the Board of Regents of the University of Hartford and as a Trustee of the Hartford Art School. Currently is Chairman of the Board of Connecticut Landmarks, a Trustee of the Wadsworth Atheneum, Hartford, Connecticut, is on the Board of Directors of the Coastal Maine Botanical Gardens, and is Director of Mercantil Commercebank Florida Bancorp and Mercantil Commercebank. 48 Annual 12 Pamella J. Dana, Ph.D Graduated with a Ph.D. in International Development and Economics from the University of Southern California. Earned a Masters in Administration, Planning, and Policy from Harvard University. Earned a Bachelor of Arts in Sociology/Social Work from California State University Chico. Director of Mercantil Commercebank Florida Bancorp and Mercantil Commercebank. Vice Chair, Scripps Florida Funding Corporation Board. Trustee, University of West Florida. Trustee, Florida Chamber of Commerce Foundation. Voting Member, U.S. Gulf of Mexico Fisheries Management Council. Director, Florida Sports Foundation Board. Member, International Economic Development Council. Since 2007, has served as senior strategic advisor for the Florida Institute for Human & Machine Cognition. Directed the Florida Office of Tourism, Trade, and Economic Development (1999-2007) under Governor Jeb Bush. Served as Florida’s legislatively mandated chief protocol officer (2000-2007) with direct responsibility for the State’s global trade and export programs, international affairs, diplomatic protocol, consular corps activities and military/Pentagon interface. Served as assistant and deputy secretary of the California Trade and Commerce Agency (1995-1999). Over 30 years of successful senior economic, business, and university leadership, policymaking and public affairs. Thomas E. Krayenbuehl, Ph.D Graduated with a Doctorate Degree in Law from University of Zurich, Switzerland. Chairman of Mercantil Bank (Schweiz.) AG, Director of Mercantil Commercebank Florida Bancorp, Mercantil Commercebank N.A. and Chairman of BPI (Suisse) SA, an asset management company, in Geneva. Retired in 1999 from Union Bank of Switzerland (UBS) as Managing Director after 23 years of service. Has been a Member of the Board of the Swiss-Indian Chamber of Commerce and the Latin American Chamber of Commerce, both in Zurich, as well as President of the Friends of the Zurich Art Museum. Salvador López de Azúa Majored in Economics in the University of Puerto Rico and completed multiple executivelevel professional development programs at Citibank and IBM. Currently Managing Partner of Praxxis, LLC and Director of Mercantil Commercebank Florida Bancorp, and Mercantil Commercebank. Served as Vice President of Citibank N.A. (1981-1995). Headed the Marketing organization of Citibank FSB in Chicago and spearheaded the bank’s thrust into the consumer markets of the U.S. Midwest. Organized Citibank’s Consumer Bank in Venezuela in 1989 and led the business to exceed all corporate profitability and performance benchmarks during his tenure. Joined IBM Corporation as the executive in charge of the company’s relationships with Latin America’s largest banks (1995). Formed Southcross Associates LLC (1998), a firm that eventually merged into Praxxis, LLC, a consulting organization that specializes in the financial services sector and advises clients in the United States, Latin America and Europe. Held senior positions in major U.S. advertising agencies prior to 25-year banking career. 49 Mercantil Gustavo Antonio Marturet Machado Graduated with a Degree in Civil Engineering from Universidad Central de Venezuela (1962). Member of the Boards of Directors of Mercantil Servicios Financieros and Mercantil Banco Universal, of which he was President until March 31, 2011. Chairman of the Boards of Directors of Mercantil Commercebank Florida Bancorp and Mercantil Commercebank N.A. President of the Venezuelan American Chamber of Commerce and Industry (Venamcham) (2012-2013). Member of the Chairman’s Advisory Council of the Council of the Americas. President of the John Paul II Foundation for Ecclesiastical Education (FESE). Former President and Executive President of Mercantil Servicios Financieros and Mercantil Banco Universal. Former President of Fundación Mercantil and Former Member of: Board of Mercantil Merinvest, Mercantil Seguros and Mercantil Bank (Schweiz) AG. Has served in Mercantil’s top management for more than 33 years. Former President of the Venezuelan Bankers Association (ABV), of the National Banking Council (CBN), of the Council of Venezuelan American Entrepreneurs (CEVEU), of the Colombian Venezuelan Economic Integration Chamber (CAVECOL). Former Member of the Board of Directors of the Institute of International Finance, Inc. (IIF) Washington D.C., of the Advisory Council of the Central Bank of Venezuela (BCV), of the Andean Development Corporation (CAF), and of various associations related with the financial and production sector. Luis A. Romero M. Electrical Engineer graduated from the Universidad Metropolitana, Venezuela. Earned a Master of Business Administration (MBA) from Babson College, and PMD and CEP from Harvard University. Director of Mercantil Servicios Financieros, Mercantil Seguros, Mercantil Commercebank Florida Bancorp, and Mercantil Commercebank. Member of the Council of the Venezuelan American Business Council (CEVEU). Director of International Briquettes Holding (IBH), and Director of Caurimare, S.A. and Desarrollos e Inversiones, S.A. Former Directors of Mercantil Banco Universal. Former Corporate Director of Strategic Planning of Siderúrgica Venezolana, SIVENSA, S.A. Jose Antonio Villamil Earned bachelor and advanced degrees in Economics from Louisiana State University (LSU), where he also completed coursework for the PhD degree. Awarded doctoral degree from Florida International University in Economics (hc), for “distinguished contributions to the Nation in the field of economics” (1991). Has served as a Presidential appointee in the capacity of U.S. Undersecretary of Commerce for Economic Affairs, and is the founder of a successful economic consulting practice, The Washington Economics Group, Inc. (WEG). Dean of the School of Business of St. Thomas University in Miami (since August 2008) while continuing to serve as Principal Advisor to the clients of WEG. A recent member of the President’s Advisory Committee on Trade Policy and Negotiations in Washington, DC. Immediate past Chairman of the Governor’s Council of Economic Advisors of Florida, and directed the Tourism, Trade, and Economic Development activities of the State (1999-2000) in the Office of Governor Jeb Bush. Current Director of Mercantil Commercebank Florida Bancorp, and Mercantil Commercebank, the Spanish Broadcasting System (NASDAQ), Pan-American Life Insurance Group (PALIG) and Enterprise Florida, the State’s principal economic development organization. Recently appointed by the U.S. Secretary of Commerce to serve in the Florida District Export Council. Active in professional and community affairs and current Chairman of the Economic 50 Annual 12 Roundtable of the Beacon Council, Miami-Dade County’s official economic development organization. Senior Research Fellow of Florida TaxWatch, an established fiscal and policy research organization of the State. Over 30 years of successful experience as a senior business economist, and as a public official of both the Federal and State of Florida governments. J. Guillermo Villar Graduated with a Master’s Degree in Economics from Vanderbilt University. Began banking career with Chase in 1967, participating in the Executive Credit Program for the Caribbean area, which he later directed, and went on to manage the areas of corporate and real estate lending in Puerto Rico. Joined Mercantil in Venezuela in 1974 to head the formation and management of a Chase-Mercantil joint venture financial leasing company. Held various senior management positions with Mercantil in Venezuela and the United States, including the position of Group CFO , President and CEO of Mercantil Commercebank, and Managing Director of other international banks of Mercantil. Served on the boards of various trade, community and charitable organizations, and during career has been a university professor in topics related to banking and finance. Retired in 2009 and presently focuses on personal interests related to investments and farming, and serves on the Board of Directors of Mercantil Commercebank, Mercantil Commercebank Holding Corporation and Mercantil Commercebank Florida Bancorp. Executive Management Millar Wilson President & Chief Executive Officer See resume in Board of Directors Gustavo Vollmer A. Chairman & Member of the Executive Committee See resume in Board of Directors Alejandro González Sosa Member of the Executive Committee Graduated with a degree in Chemical Engineering from Universidad Metropolitana in Caracas, Venezuela and a Master of Business Administration (MBA) from Babson College in Massachusetts. Global Executive Coordination Manager of Mercantil Commercebank N.A and Executive President of Mercantil Servicios Financieros, C.A. Member of the Executive Committees of Mercantil Commercebank Holding Corporation, Mercantil Commercebank Florida Bancorp, Mercantil Commercebank N.A., Mercantil Servicios Financieros C.A. and Mercantil C.A. Banco Universal. Member of the Board of Directors of Mercantil Commercebank Holding Corporation, Mercantil Commercebank Florida Bancorp, Mercantil Servicios Financieros C.A., Mercantil C.A. Banco Universal, Mercantil Merinvest, C.A., Fundación Mercantil and Venezuelan American Chamber of Commerce and Industry (Venamcham). Global Executive Coordination Manager of Mercantil, C.A. Banco Universal and Chairman of the Supervisory Board of Mercantil Bank Curazao N.V. and Mercantil Bank Panamá, S.A. Former Executive President of Mercantil C.A. Banco Universal, former President of Interbank C.A., Banco Universal, Mercantil Merinvest, C.A. and Mercantil Merinvest, Casa de Bolsa, C.A., former 51 Mercantil Chairman of the Board of Directors of Todo1 Services, Inc. and former Director of the Venezuelan National Banking Council (CBN), Venezuelan Banking Association (ABV), Swiss-Venezuelan Chamber of Commerce and Industry in Venezuela, Venezuelan Council for Investment Promotion (CONAPRI), Educrédito, A.C., Mercantil Bank (Curacao), N.V., Mercantil Bank (Panamá), S.A., Mercantil Seguros, C.A. y Mercantil Merinvest, Casa de Bolsa, C.A. Nerio Rosales Rengifo Member of the Executive Committee Graduated from Universidad Católica Andrés Bello, Venezuela, in Economics, with 37 years of experience at Mercantil. Completed the Advanced Management Program (PAG) at the Instituto de Estudios Superiores de Administración (IESA). Executive President of Mercantil Banco Universal, Global Personal and Commercial Banking Manager of Mercantil Servicios Financieros and Mercantil Banco Universal, and member of the Executive Committee of Mercantil Servicios Financieros, Mercantil Banco Universal, Mercantil Commercebank Florida Bancorp, and Mercantil Commercebank. Director of Mercantil Servicios Financieros, Mercantil Banco Universal, Mercantil Commercebank Florida Bancorp and Mercantil Seguros. Armando Leirós R. Member of the Executive Committee Economist graduated from Universidad Católica Andrés Bello, Venezuela. Professional experience includes 38 years at Mercantil. Currently serves as the Global Operations and Technology Manager of Mercantil Banco Universal and Mercantil Servicios Financieros, and member of the Executive Committees of Mercantil Servicios Financieros, Mercantil Banco Universal, Mercantil Commercebank Florida Bancorp, and Mercantil Commercebank. Director of Mercantil Servicios Financieros, Mercantil Banco Universal, and Mercantil Commercebank Florida Bancorp. Former Director of Todo1 Services. Has held various positions at Mercantil Servicios Financieros, C.A., including: Manager of Corporate Banking, Manager of Corporate and Institutional Banking, Chief Executive Officer of Arrendadora Mercantil, C.A. and Banco de Inversión Mercantil, C.A., Director of Fondo Mercantil, Banco Hipotecario Mercantil and Mercantil Seguros. Philip R. Henríquez Member of the Executive Committee Graduated with a Master of Business Administration (MBA) from Columbia University, New York (1991) and Economist graduated from Universidad Católica Andrés Bello, Venezuela (1986). Global Manager of Corporate and Investment Banking of Mercantil Servicios Financieros and Mercantil Banco Universal; Executive President of Mercantil Merinvest and Member of the Executive Committees of Mercantil Servicios Financieros, Mercantil Banco Universal, and Mercantil Commercebank, N.A. Former President of Citibank, N.A. in Venezuela, and Citigroup Country Officer in Venezuela (2000-2004). Executive Vice President of Global Wholesale Banking, member of the Board of Directors of Banco VenezuelaGrupo Santander, and President of Valores Santander Casa de Bolsa (1997-2000). Country Treasurer (1993-1997) and Derivatives Desk Head (1991-1993) at Citibank N.A. Venezuela. Corporate Bank Manager at Banco Exterior - Venezuela (1986-1989). Member of the Board of Directors of the Venezuelan Council for Investment Promotion (CONAPRI). Former member of the Board of Directors of the Venezuelan Association of Executives – AVE (1998-2011), the 52 Annual 12 National Banking Council of Venezuela (2001-2004), the Venezuelan American Chamber of Commerce and Industry (Venamcham) (2001-2004), the Caracas Stock Exchange (1998-2000), the National Art Gallery of Venezuela (2001-2003), the Venezuelan Institute of Finance Executives (IVEF) (1998-2007) and the Venezuelan Diabetes Foundation (2001-2008). Rosa M. Costantino Member of the Executive Committee Graduated with a degree in Economics from the Universidad Central de Venezuela. Joined Mercantil in 1979 and has held senior positions in treasury, finance, and retail banking. Currently Manager of Global Private Banking and Wealth Management and a member of the Executive Committees of Mercantil Servicios Financieros, Mercantil Banco Universal, Mercantil Commercebank Florida Bancorp, and Mercantil Commercebank. Director of Mercantil Commercebank Florida Bancorp, Mercantil Commercebank Investment Services, Mercantil Commercebank Trust Company, and Mercantil Bank (Schweiz). Alfonso Figueredo Member of the Executive Committee Graduated with a degree in Accounting (1983) and a Master of Business Administration (MBA) from Universidad Católica Andrés Bello (UCAB), Caracas, Venezuela. 25 years of service at Mercantil. Currently Global Chief Financial Officer of Mercantil Servicios Financieros. Director of Mercantil Commercebank Florida Bancorp. Member of the Executive Committee of Mercantil Servicios Financieros, Mercantil Banco Universal, Mercantil Commercebank Florida Bancorp, and Mercantil Commercebank. Worked for seven years at Espiñeira, Sheldon y Asociados (PriceWaterhouseCoopers) prior to his banking career. Former President of the Venezuelan Banking Association’s Comptrollers Committee. Fernando Figueredo M. Member of the Executive Committee Graduated with a Law degree from the Universidad Católica Andrés Bello in Caracas, Venezuela. Earned a Master of Business Administration (MBA) degree with a dual specialization in Finance and Marketing from Columbia University, New York. Currently serves as Global Risk Officer of Mercantil Servicios Financieros and serves on the Board of Directors of several companies within the group. Member of the Executive Committees of Mercantil Commercebank and Mercantil Banco Universal. Formerly held the positions of Credit Risk Manager and Operational Risk Manager of the Corporate and Investment Bank of Mercantil Servicios Financieros. Served as head of Financial Institutions at Citibank, N.A., Venezuela prior to joining Mercantil Servicios Financieros, managing the areas of business segment transactional clients and corporate customer attention. Previously manager within the Oil and Gas in the Santander Group (Banco Venezuela) and worked in the Corporate Finance Division of Santander Investment in Venezuela. 53 Mercantil Adrián Pujol Acrylic on canvas 63 x 207 cm El Muachamacán (El tepuy Huachamacary), 1995 Social Responsibility For the last 30 years, Mercantil Commercebank has maintained a strong identity as a caring corporate citizen through its charitable giving, community education initiatives and employee volunteerism. During 2012, the Bank continued this long-standing tradition, supporting dozens of important causes and organizations that serve a variety of diverse populations. Fostering Community Development through Affordable Housing and Economic Development The Bank continued its active partnership with Neighborhood Housing Services of South Florida (NHSSF). In 2010, NHSSF assumed the lead position in a seven-member consortium that was awarded $89.3 million as part of Housing and Urban Development’s (HUD) Neighborhood Stabilization Program (NSP2). The Consortium’s mandate is to purchase foreclosed properties in certain geographies within Miami-Dade County, rehab them and sell them to individuals whose income does not exceed 120 percent of the area median income. The Bank also continued its long-term relationship with the fair housing organization, Housing Opportunities Project for Excellence (HOPE), as well as its partnerships with other organizations that share the mission of promoting community development by providing economic development support to low- and moderate-income individuals or by supporting affordable housing. In support of our communities’ efforts to foster economic development, the Bank participated in a Pilot Program supporting Acción USA in the New York region. In its first six months, the Program conducted more than 30 one-on-one certified financial counseling sessions with low- and moderate-income clients of Acción USA who are seeking capital to fund a new or expanding business. Our bankers continued their leadership and participation in local chambers of commerce, offering financial tools and services and hosting local networking events. On a statewide level, the Bank worked closely with Enterprise Florida Inc., a public-private partnership devoted to statewide economic development, investing in programs and activities to attract new businesses, boost Florida's business climate and ensure the state’s global competitiveness. Community Development partners included: • Acción USA • Broward Housing Solutions • Carrfour Supportive Housing • Florida Community Loan Fund • Habitat for Humanity of South Florida • Housing Opportunities Project for Excellence (HOPE) • Little Haiti Housing Association (nka HDCDC) • Mexican Institute of Greater Houston • Miami Beach CDC • Neighborhood Centers • Neighborhood Housing Services of South Florida • West Broward CDC 55 Mercantil Financial Literacy & Education The New York Banking Center team continued its partnership with the Bowery Mission with financial literacy classes for the formerly homeless women and low-income families who are served by this organization. The Bank partners with several local community development corporations to conduct educational workshops for first time homebuyers, foreclosure mitigation and credit repair. In South Florida, the Bank continued its support of the Entrepreneurial Institute at Barry University, whose program reaches out to low- and moderate-income entrepreneurs who are interested in starting or expanding a small business. The Bank continued its support of the successful pilot program that offers soon-to-be released incarcerated women the opportunity to learn about owning a business or how to be a good employee. More than 55 women have graduated from this program with the knowledge and confidence that self-sufficiency is obtainable. Financial Literacy and Education partners included: • Avenue CDC • Catalyst Miami • Centro Campesio Farmworker Center • Greater Houston Partnership • LEAP • New York Neighborhood Housing Services • South Florida Community Development Coalition • The Bowery Mission • The Bridges at Lake Worth • The Entrepreneurial Institute at Barry University Charitable and Community Endeavors The South Florida team made a difference during the 37 th annual telethon for La Liga Contra el Cancer, a Miami-based nonprofit that provides ongoing free medical care to cancer patients. Employees also collected food for Florida’s largest food bank, collected toys for abused, neglected and abandoned children and painted and landscaped homes during NeighborWorks America Work Week. In 2012, the Bank strengthened its ongoing commitment to Florida International University with its support of The Center for Leadership at the Chapman Graduate School of Business. Through it's sponsorship of The Leadership Lectures, an annual series that is open to the public and features engaging presentations by world-class, accomplished and influential leaders with expertise ranging from business and philanthropy to public service and academic research, the Bank is an active supporter of leadership research, development and training that is equipping leaders with the skills to transform their communities. Charitable Endeavors partners included: • Agape Network • American Red Cross • Feeding South Florida • Florida International University (FIU) - Center for Leadership • La Liga Contra el Cancer 56 Annual 12 • Little Sisters of the Assumption • Senior Housing Crime Prevention Foundation • South Florida Urban Ministries • Sunrise Community • The Missionaries of Charity • Women in Distress Making a Difference in the Lives of Children and Young People Once again, employee participation in the March of Dimes annual March for Babies contributed over $30,000 to support research and education programs to prevent birth defects in South Florida and Houston. To benefit the Voices for Children Foundation, an organization that ensures abused children in Miami-Dade County have a court-appointed Guardian Ad Litem, the Bank was Presenting Sponsor for the 2012 Strike Out Child Abuse Bowling Event and collected hundreds of toys during the Holiday Toy Drive. The Bank also began a new philanthropic relationship with Centro Mater, which provides critical child care services, food and protection for children up to age 12 in South Florida's previously underserved neighborhoods where immigrants who suffer from socio-economic disadvantages have historically concentrated. Community partners included: • Centro Mater • Charlee Homes for Children • CREW • March of Dimes • Miami Bridge • Ossining Children’s Center • Voices for Children Arts and Cultural Legacies The Mercantil Commercebank ZoolensSM Photography Project, launched in 2010 with Zoo Miami and the Zoological Society of Florida to instill an understanding of the world’s wildlife and appreciation for the photographic arts, enjoyed a third successful year. In 2012, the program was further expanded to include all middle school students in Miami-Dade County Public Schools. In late fall, nearly 300 middle school students entered their photographs taken at Zoo Miami. Their best shots were critiqued by a panel of prominent judges who awarded prizes at a ceremony held at the Bank’s headquarters. Arts and Culture Legacies partners included: • Miami Symphony Orchestra • Museum of Fine Arts Houston • The Juilliard School • Zoo Miami 57 Mercantil Banking Centers, Subsidiaries and Affiliates Mercantil Commercebank Banking Centers FLORIDA Miami-Dade Aventura 3001 Aventura Boulevard Aventura, FL 33180 (305) 521-4900 Biscayne 11900 Biscayne Boulevard Miami, FL 33181 (305) 892-6171 Palm Beach Affiliates Providing support to the international activities of Mercantil Commercebank Lantana Road-West 6272 Lantana Road Lake Worth, FL 33463 (561) 515-1340 NEW YORK Manhattan 11 East 51st Street New York, NY 10022 (212) 891-7777 TEXAS Coral Gables 220 Alhambra Circle Coral Gables, FL 33134 (305) 460-8701 Downtown Houston 717 Texas Avenue, Suite 100 Houston, Texas 77002 (713) 571-8010 Coral Way 7171 Coral Way, Suite 101 Miami, FL 33155 (786) 437-3100 FM 1960 West 12145 FM 1960 West Houston, Texas 77065 (713) 331-4300 Doral 3105 N.W. 107 Avenue Doral, FL 33172 (305) 629-1244 Loan Production Office Galloway 8726 N.W. 26 Street Doral, FL 33172 (786) 437-7530 Hialeah East 1601 East 4th Avenue Hialeah, FL 33010 (305) 885-9302 Hialeah Gardens 11701 W. Okeechobee Road Hialeah Gardens, FL 33018 (305) 826-2022 Kendall 11631 North Kendall Drive Miami, FL 33176 (305) 274-1850 Pinecrest 9350 South Dixie Highway Suite 100 Miami, FL 33156 (305) 909-2600 Tamiami 13650 S.W. 131 Street Miami, FL 33186 (305) 506-2000 Broward Parkland 8017 N. University Drive Parkland, FL 33067 (954) 282-5004 Pompano 1000 South Powerline Road Pompano Beach, FL 33069 (954) 978-6113 Weston 2630 Weston Road Weston, FL 33331 (954) 349-3711 Weston 2500 Weston Road, Suite 401 Weston, FL 33331 (954) 903-5700 Financial Service Subsidiaries Mercantil Commercebank Investment Services, Inc. 220 Alhambra Circle, Penthouse Coral Gables, FL 33134 Tel: (305) 460-8599 Fax: (305) 460-8598 www.mercantilcis.com Mercantil Commercebank Trust Company, N.A. 220 Alhambra Circle, 11th Floor Coral Gables, FL 33134 Tel: (305) 441-5555 Fax: (305) 441-5560 www.mercantilctc.com Representative Offices of Mercantil Commercebank Colombia Av. 82, N° 12-18, Piso 8, Suite 805 Edificio Interbolsa, La Cabrera Bogotá, D.C., Colombia Tel.: (571) 623-7737/7254 Fax: (571) 623-7286 mvillamizar@mercantilcb.com Mexico Eugenio Sue N° 58, Colonia Polanco Chapultepec, Delegación Miguel Hidalgo C.P. 11560, México, D.F. Tel: (52-55) 5282-1224 Fax: (52-55) 5282-1041 mercvenmex@prodigy.net.mx 58 Annual 12 Banks Financial Service Subsidiaries Curaçao MERCANTIL BANK CURAÇAO N.V. Abraham Mendez Chumaceiro Boulevar 1 Willemstad, Curaçao Netherlands Antilles Tel: (5999) 432-5000 Fax: (5999) 461-1974 fgirigori@mercantilcu.com Mercantil Merinvest, C.A. Avenida Andrés Bello, No. 1 Edificio Mercantil, Piso 24 Caracas 1050, Venezuela Tel: (58-212) 503-2700 Fax: (58-212) 503-2757 Grand Cayman MERCANTIL BANK & TRUST, LIMITED Harbour Place, 4th floor 103 South Church Street P.O. Box 1034 Grand Cayman, KY1-1102 Cayman Islands Tel: (1-345) 949-8455 Fax: (1-345) 949-8499 Panama MERCANTIL BANK (PANAMA) Torre de las Américas, Planta Baja Local N° 8-A. Punta Pacífica P.O. Box 0819-05811 Panamá República de Panamá Tel: (507) 282-7000 Fax: (507) 282-7040 asubero@mercantilbankpanama.com Switzerland MERCANTIL BANK (SCHWEIZ), A.G. Talackerstrasse 42, CH-8001 Zurich, Switzerland P.O. Box 9758 CH-8036, Zurich, Switzerland Tel: (41-43) 344-4555 master Fax: (41-43) 344-4550 www.mercantilsuiza.com Venezuela MERCANTIL, C.A. BANCO UNIVERSAL Avenida Andrés Bello, N° 1 Edificio Mercantil Caracas 1050, Venezuela Tel: (58-212) 503-1111 Télex: 27002/27003 BMERVC Apartado Postal 789, Caracas 1010-A Venezuela mercan24@bancomercantil.com www.bancomercantil.com Centro de Atención Mercantil (CAM): Tel: 0-500-600-2424/0-500-503-2424 (58-212) 600-2424 (58-212) 503-2424 Mercantil Seguros, C.A. Av. Libertador con calle Isaías “Látigo” Chávez, Edificio Mercantil Seguros, Chacao Caracas 1060, Venezuela Tel: (58-212) 276-2000 Fax: (58-212) 276-2001 www.segurosmercantil.com Representative Offices of Mercantil Banco Universal Brazil Av. Paulista, N° 1842, 3° andar CJ. 37 Edif. Cetenco Plaza, Torre Norte-Cep 01310-200 Sao Paulo SP, Brazil Tel: (55-11) 3285-4647/3284-0206 Fax: (55-11) 3289-5854 mercansp@uol.com.br Colombia Av. 82, N° 12-18, Piso 8, Suite 805 Edificio Interbolsa, La Cabrera Bogotá, D.C., Colombia Tel: (571) 635-0035, Ext. 0 Fax: (571) 623-7701 Mexico Eugenio Sue N° 58, Colonia Polanco Chapultepec, Delegación Miguel Hidalgo C.P. 11560, México, D.F. Tel: (52-55) 5282-1224 Fax: (52-55) 5282-1041 mercvenmex@prodigy.net.mx Peru Av. Canaval y Moreyra N° 452, Edificio Standard Chartered, Piso 15, San Isidro Lima 27, Peru Tel: (51-1) 442-5100 Ext. 273 Fax: (51-1) 442-5100 Ext. 237 rafael.alcazar@rebaza-alcazar.com U.S. - New York 11 East 51st Street New York, NY 10022 Tel: (212) 891-7400 Fax: (212) 891-7419 ljordan@bancomercantilny.com In this report, Mercantil Commercebank pays tribute to one of the most brilliant Venezuelan landscape painters – Adrián Pujol. His large-scale works capture the kaleidoscope of Venezuela’s geography in a unique and incomparable style distinctive of this exceptional artist. The works found in the 2012 Annual Report are a part of the Pujol studied at the Institute of Applied Arts and Crafts in Palma de Mallorca, Spain (1968), Artstudio (Palma de Mallorca, 1969-1973), College of Fine Arts of Saint Elizabeth of Hungary (Cadiz, Spain, 19691973), St. George Fine Arts Academy (Barcelona, Spain, 1970-1973), and at the Graphic Studies Institute (CEGRA, for its Spanish acronym, in Palma de Mallorca, Spain, 1948 Adrián Pujol Mercantil Collection. Caracas, 1977). In 1974, he settled in Caracas where he continues to live and work. He has participated in several solo exhibitions at the Mendoza Salon (Caracas, 1977, 1978, 1980, 1981, 1983, 1985, 1987, 1989, 1990, 1992, and 1998), Garcés Velázquez Gallery (Bogota, 1979), Office Gallery (Medellin, 1980), Ipostel Salon (Caracas, 1981), Municipal Graphic Arts Museum (Maracaibo, 1982), Seven-Seven Gallery (Caracas, 1985), Francisco Narváez Museum (Porlamar, 1990), for the Federal District Government (Caracas, 1991), Costa Gallery (Palma de Mallorca, 1991), D’Museo Gallery (Caracas, 1993), Cecilia de Torres Gallery (New York, 1994), Itag Gallery (Caracas, 1994), National Art Gallery (Anthology Expo, Caracas 1995), Imagen Gallery (Porlamar, 1995), MG Art III Gallery (Caracas, 1996), Corp Group Foundation (Caracas, 2001), and Contemporary Art Gallery Lourdes Chumacero (Mexico City, 2004). Pujol’s works can be found across the globe in both public and private collections and have received numerous awards and recognition. Adrián Pujol Mercantil Collection Caracas desde el Alto Hatillo, 1988 Ocaso en Macanao, 1995 Playa Vallecito IV, 1988 Acrylic on canvas 143 x 535 cm Acrylic on canvas 57.5 x 201 cm Acrylic on canvas 147 x 209.2 cm Amazonia II, 1988 Playa Las Cocuizas, 1988 Santa Fe - La Cocuiza, 1986 Acrylic on canvas 210 x 147 cm Acrylic on canvas 146 x 206 cm Acrylic on canvas 105.5 x 202 cm Camino a Sabas Nieves, 1999 La Cruz de Santa Teresa, 1995 Acrylic on canvas 128.5 x 148.5 cm Acrylic on canvas 105.2 x 175.2 cm Los Hicacos I, 1988 Acrylic on canvas 147 x 420.5 cm La Bahía de Mochima (por la tarde), 1986 Macanao y las T. de M. Guevara, 1995 Calabozo desde las lomitas, 1996 Acrylic on canvas 129 x 204 cm Acrylic on canvas 74.3 x 203 cm Acrylic on canvas 89 x 429.5 cm La memoria, Playa Colorada, 1989 Playa Estebita amaneciendo, 1988 Atardecer en la bahía de Pampatar, 1989 Acrylic on canvas 85 x 213 cm Acrylic on canvas 147.3 x 235.5 cm Acrylic on canvas 75 x 155 cm Playa Chaguaramos, Loero, Paria, 1995 Sombra de cocoteros en playa la Cocuiza, 1988 Aquatint on paper 26.3 x 46.3 cm Acrylic on canvas 145 x 205 cm Caracas de noche I, 1999 Crepúsculo en la bahía de Pampatar, 1989 Acrylic on canvas 65 x 155 cm Playa Majagual, 1987 Acrylic on canvas 79 x 138 cm Árbol en playa vallecito, 1988 Playa Medina, 1995 Aquatint on paper 25 x 40 cm Camino a Pallares, 1998 Acrylic on canvas 147 x 172 cm Acrylic on canvas 150 x 205 cm El Lajao (Choroni), undated Acrylic on canvas 141 x 127 cm El Muachamacán (El tepuy Huachamacary), 1995 El Ávila desde Altamira II, 1994 Acrylic on canvas 63 x 207 cm Acrylic on canvas 130 x 176.5 cm Acrylic on canvas 147 x 202 cm Playa de Caruao, undated Playa Medina 2, 1996 Caracas desde El Estanque, 1999 Aquatint on paper 24 x 40 cm Acrylic on canvas 128 x 206 cm General Production: Corporate Communications Management Artwork Photography: Mercantil Collection / Walter Otto / Vieri Tomaselli Graphic Design: Arte Impreso H.M., C.A. • Graphic Montage: Cruz Design Agency, Inc. Printing: March 2013. Acrylic on canvas 112 x 154 cm
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