MSF Semi Annual Report 2015 - Mercantil Servicios Financieros
Transcription
MSF Semi Annual Report 2015 - Mercantil Servicios Financieros
2015 Semi Annual Report 2015 Semi Annual Report Mercantil Servicios Financieros Mercantil’s commitment to education The primary focus of Mercantil Social Commitment is strengthening and boosting education, to which we dedicate our best efforts in order to strengthen various programs and initiatives throughout our 90 years of existence. We permanently work together with, and promote, several educational institutions dedicated to basic education, high school education and college-level education. Therefore, Mercantil has always seen the promotion of education as a fundamental aspect of its corporate culture. As a reference, several programs and projects can be highlighted, which supports schools infrastructure, the formation of young people and unschooled adults, preparation for entrepreneurship, scholarships and aid to college students, and the awareness of the relevance of topics dealing with community development and environmental conservation. This Semi-Annual Report presents a special overview of these experiences, most notably the Give Your School a Helping Hand (Ponle Cariño a tu Escuela) program, a Mercantil initiative with over 34 years of continued activities, which is an essential and permanent part of our social investments. These initiatives are also an opportunity to work together with various educational communities. Mercantil considers Education as the doorway to facilitate individual and collective selfimprovement, and it also represents a real expectation of supporting a better standard of living of those who receive this benefits. Our commitment is to share with and support participants with initiatives centered on self-improvement and sustainable development of communities. Semi Annual Report 2015 CONTENTS Introduction 5 Mercantil’s Stock Performance 6 Financial Highligths 7 Board of Directors and Administration 8 Notice of Ordinary General Shareholders’ Meeting 9 Board of Directors’ Report 11 Statutory Auditors’ Report 21 Financial Statements 23 Economic Climate 29 Management Discussion and Analisys 35 Performance of Subsidiariess 47 Subsidiaries and Corporate Contacts 53 Education: An alliance for community growth 55 Servicios Financieros 3 Extending coverage of school education: Nuestra Señora del Encuentro School In the Technical School Didascalio “Nuestra Señora del Encuentro” about1000 students, from preschool to 6th year of high-school, received catholic education, supported by labor performed by the Asociación Benéfica Cristiana Promotora de Desarrollo Integral / ABC-Prodein Centro Social. The school, located in Mirador del Este, Petare, Caracas, was founded 15 years ago in order to serve residents of the area. The class of this year was the Third Promotion of Commerce and Administrative Services Technicians, with mention in Computer Science. During their stay in the school, students receive a complete education, which includes simultaneous intellectual and spiritual growth, under the premise of a comprehensive education. Four new classrooms, built with the support of the Fundación Mercantil, will increase the number of students served at “Nuestra Señora del Encuentro”. It is Venezuela’s foremost comprehensive financial services provider with an equity base of Bs 37,831 million in equity. It operates in nine countries in the Americas and Europe. Its shares are listed on the Caracas Stock Exchange (MVZ.A and MVZ.B) and it maintains a Level 1 American Depositary Receipt program (ADR) in the over-the-counter market (OTC) in the United States of America (MSFZY and MSFJY). The mission of Mercantil Servicios Financieros (Mercantil) is to "To fulfill the needs of our customers by providing excellent financial products and services, attain the aspirations of our employees, support the development of the communities where Mercantil has presence and add value for our shareholders through a long term outlook." Mercantil Banco Universal, founded in 1925, is Mercantil’s main subsidiary in Venezuela. At June 30, 2015, it has a national network of 264 branches; one agency in Coral Gables, Florida, U.S.; a branch in Curaçao and representative offices in Bogota, Lima, Mexico City, Sao Paulo and New York; Mercantil Commercebank, N.A. in the U.S. which has 16 branches in Florida, five in Houston and one in New York, Mercantil Bank (Schweiz) AG in Switzerland; Mercantil Bank (Curaçao) N.V. in Curaçao, Mercantil Bank (Panamá) in Panama with four branches; Mercantil Bank and Trust, Limited (Cayman) in the Cayman Islands; Mercantil Merinvest, C.A. in Venezuela, Mercantil Capital Markets (Panamá) in Panama; Mercantil Seguros in Venezuela with 34 branches, Mercantil Seguros Panamá in Panama and Mercantil Inversiones y Valores, a holding for other minority investments. Mercantil is actively involved in the development of different markets where it operates in banking, insurance and wealth management. Likewise, it permanently undertakes an important social work in different community sectors, both in Venezuela through Fundación Mercantil, and in South Florida, U.S. through the Mercantil Commercebank, N.A. subsidiary. Servicios Financieros 5 Mercantil’s Stock Performance "Caracas Stock Exchange: MVZ A & MVZ B Level 1 ADR: MSFZY & MSFJY" Semester ended Earnings per share June 30 December 31 June 30 December 31 June 30 2015 2014 2014 2013 2013 bolivars bolivars bolivars bolivars bolivars 70.18 59.32 40.08 38.11 35.01 4,760.00 4,800.00 1,400.00 1,400.00 650.00 650.00 929.99 910.00 360.00 360.00 67.8 68.4 23.6 23.6 16.2 16.2 24.4 23.9 10.3 10.3 370.11 318.49 262.22 241.23 192.53 12.9 13.0 4.4 4.4 2.5 2.5 3.9 3.8 1.9 1.9 59,401,343 42,813,618 59,401,343 42,813,618 59,401,343 42,813,618 59,401,343 42,813,618 59,401,343 42,813,618 1,651 4,889 44,723 28,005 18,767 1,348 1,947 1,152 2,403 4,088 14.50 1.50 9.50 1.00 5.50 0.3 0.3 0.1 0.1 1.5 1.5 0.1 0.1 1.4 1.4 (1) Closing Price Class A share Class B share Market price/ Earnings per share (1) Class A share Class B share Book value per share (2) Market price / book value (2) Class A share Class B share Number of outstanding shares Class A share Class B share Daily Average Traded Volume (Shares) Class A share Class B share Paid Dividends In cash (Bs per share) Cash dividends for the period / Market price (%) Class A share Class B share (1) Calculated based on weighted average shares issued minus repurchased shares adjusted by stock dividens. (2) Calculated based on outstanding shares issued minus repurchased shares adjusted by stock dividens. Market Quote for Mercantil Class A and B Shares vs. Caracas Stock Exchange (CSE) Index 6,000 5,000 4,000 3,000 2,000 1,000 MVZ.A Adjusted CSEI MVZ.B (3) 6 Annual Report dec-14 jun-15 dec-13 jun-14 dec-12 jun-13 dec-11 jun-12 jun-11 dec-10 jun-10 dec-09 dec-08 jun-09 dec-07 jun-08 dec-06 jun-07 dec-05 jun-06 jun-05 dec-04 dec-03 jun-04 dec-02 jun-03 dec-01 jun-02 jun-01 dec-00 dec-99 jun-00 0 (3) No stock exchange activities at this time. Financial Highligths Consolidated Earnings (In thousands of Bs, except percentages and Other Indicators) Semester ended June 30 December 31 June 30 December 31 June 30 2015 2014 2014 2013 2013 bolivars bolivars bolivars bolivars bolivars Balance Sheet (1) Total Assets Loan Portfolio (Net) Deposits Shareholders’ Equity 459,082,436 251,400,477 379,040,095 37,830,808 355,520,544 287,517,063 197,382,285 156,840,303 294,674,670 236,080,975 32,553,965 26,802,902 239,313,132 186,116,569 121,818,576 99,121,966 195,916,835 149,065,995 24,657,506 19,679,392 Income Statement (1) Net Interest Income Commissions and Other Income Operating Expenses Net Income 15,274,974 5,949,807 (13,529,785) 6,961,792 10,414,687 4,944,737 (10,977,682) 5,880,449 7,666,441 3,317,555 (7,762,908) 3,973,940 6,413,669 3,355,690 (6,699,246) 3,778,963 5,070,201 3,182,135 (5,032,913) 3,471,464 11.3 % 31.1 % 39.8 % 3.5 % 9.3 % 33.2 % 36.3 % 3.4 % 8.5 % 33.0 % 31.1 % 3.0 % 8.8 % 36.7 % 36.5 % 3.8 % 8.5 % 39.3 % 38.9 % 4.2 % 13.4 % 8.2 % 15.2 % 9.2 % 15.9 % 9.3 % 18.4 % 10.3 % 19.0 % 10.6 % 0.2 % 1,378.7 % 3.0 % 0.3 % 1,186.9 % 3.1 % 0.4 % 784.8 % 3.0 % 0.5 % 649.3 % 3.3 % 0.9 % 360.9 % 3.1 % 5.6 % 45,1 % 5.3 % 49.1 % 4.8 % 49.2 % 5.3 % 47.4 % 5.0 % 44.9 % 27.4 % 49.0 % 26.1 % 49.5 % 22.0 % 51.5 % 23.7 % 56.2 % 20.0 % 54.3 % 68.4 % 74.1 % 89.7 % 69.2 % 76.5 % 92.3 % 68.5 % 80.2 % 97.7 % 64.3 % 79.0 % 96.4 % 68.6 % 82.0 % 102.3 % 8,902 1,107 8,850 1,003 8,917 957 8,944 938 8,927 908 298 32 5 299 30 5 299 29 5 299 26 5 302 25 5 120 89 125 122 127 185 128 188 125 190 1,331 50,293 1,379 50,903 1,385 51,750 1,432 53,388 1,384 51,253 Profitability Indicators (%) Net Interest Income / Average Financial Assets (NIM) Commissions and Other Income / Total Income Net Earnings for the Period / Average Equity (ROE) Net Earnings for the Period / Average Assets (ROA) Capital Adequacy Indicators (%) Equity / Risk-Weighted Assets (regulatory minimum 8 %) (2) Equity / Assets Loan Portfolio Quality Indicators (%) Past-Due and Non-Performing Loans / Gross Loan Portfolio Allowances for Loan Losses / Past-Due + Non-Performing Loans Allowances for Loan Losses / Gross Loan Portfolio Efficiency Indicators (%) Operating Expenses / Average Total Assets Operating Expenses / Total Income Liquidity Indicators (%) Cash and Due from Banks / Deposits Cash and Due from Banks and Investment Portfolio / Deposits Other Indicators (%) Gross Loans / Deposits Financial Assets / Total Assets Financial Assets / Deposits Number of Employees Employees in Venezuela Employees Abroad Banking Distribution Network Branches in Venezuela (3) Branches Abroad Representative Offices Mercantil Aliado Network Correspondent Desk Correspondent Trading Points Automatic Teller Machines (ATM) Point of Sale Terminals (POS) (4) (1) In accordance with the standards of the National Securities Superintendency. (2) Calculated on consolidated financial statements adjusted for inflation until 1999, according to the International Accounting Standard 29 (1AS-29) and following the rules of Basel Committe on Banking Supervision of the Bank for International Settlements. (3) Excludes internal branch for employees, at Edificio Mercantil (Caracas). (4) Physical Points of Sale (POS). Servicios Financieros 7 Board of Directors Principal Directors Administración Gustavo Vollmer A. Chairman & CEO 3 Federico Vollmer A. Gustavo A. Marturet M.2 † Alfredo Travieso P.2 Luis A. Romero M.1 Víctor J. Sierra A.2 Gustavo Galdo C.3 Roberto Vainrub A.3 Miguel A. Capriles L.2 Nerio Rosales R. Alternate Directors Luis A. Sanabria U.2 Eduardo Mier y Terán1 Luis Esteban Palacios W.2 Luis A. Marturet M.2 Carlos Hellmund B.1 Francisco Monaldi M.3 Claudio Dolman C.2 Carlos Zuloaga T.3 Alejandro González Sosa2 Miguel A. Capriles C.1 Luis Pedro España N.1 Alberto Sosa S.3 Alexandra Mendoza Valdés1 David Brillembourg C.3 Rafael Sánchez B.3 Nelson Pinto A. Gustavo Marturet M.1 René Brillembourg C.1 Millar Wilson Fernando Eseverri I.1 Gustavo Vollmer A. * Chairman & CEO Nerio Rosales Rengifo * Global Executive Director Millar Wilson * Executive Director of International Business Luis Calvo Blesa * Global Human Resources and Corporate Communications Manager Rosa M. de Costantino * Global Private Banking and Wealth Management Manager Luis Alberto Fernandes * Global Chief Legal Counsel Alfonso Figueredo D. * Global Chief Financial Officer Fernando Figueredo M. * Global Chief Risk Officer Philip Henríquez S. * Global Corporate and Invesment Banking Manager Rodolfo Gasparri G. * Global Operations and Technology Manager Nelson Pinto A. * Executive President Mercantil Banco Universal María Silvia Rodríguez F. * Executive President Mercantil Seguros Secretary Alternate Secretary Guillermo Ponce Trujillo Carlos Tejada G. * Global Commercial Banking Manager Rafael Stern S. Guillermo Ponce Trujillo Board of Directors Secretary Statutory Auditors Francisco De León Manuel Martínez Abreu Alternate Statutory Auditor Legal Counsel Alternate Legal Counsel Note: The Audit, Compesation and Risk Committees were created pursuant to provision in the By-laws and in accordance with a resolution by the Board of directors. These commitees are made up of independent Directors and are attended by the Chairman and the CEO (ex-officio). Humberto Chirico Gladis Gudiño Anahy Espiga Corporate Strategic Planning Manager Luis Alberto Fernandes Luis M. Urosa Z. Corporate Compliance Paolo Rigio C. Maigualida Pereira C. Compliance Officer - Prevention of Money Laundering and Terrorist Financing 1 2 3 8 Rafael Stern S. Alternate Secretary Member of the Audit Committe Miembro of the Compensation Committe Miembro of the Risk Committe Annual Report * Member of the Committe Executive Notice of Ordinary General Shareholder’s meeting MERCANTIL SERVICIOS FINANCIEROS, C.A. Authorized Capital Bs 1,328,794,493.00 Subscribed and Paid-In Capital Bs 664,397,246.50 Caracas - Venezuela The Board of Directors hereby convenes an Ordinary General Shareholders’ Meeting to be held at the Auditorium’s Edificio Mercantil, located at Avenida Andrés Bello N° 1, on September 18, 2015 at 10:00 in the morning, in order to: 1. Consider the report presented by the Board of Directors and the Company’s Audited Financial Statements as of June 30, 2015, in light of the Statutory Auditors’ Report. 2. Consider the “Proposal for the Thirty-Second Phase of the Company’s Stock Repurchase Program; that the Board of Directors of Mercantil Servicios Financieros, C.A., submits for the consideration of the Ordinary General Shareholders’ Meeting to be held September 18, 2015.” 3. Consider the “Proposal of Authorization for the Board of Directors for the Issuance and Placement of Bonds and/or Commercial Papers that the Board of Directors submits for the consideration of the Ordinary General Shareholders’ Meeting to be held September 18, 2015.” 4. Consider the “Proposal of the subscribed and paid social capital enhance of the Company, that the Board of Directors submits for the consideration of the Ordinary General Shareholders’ Meeting to be held September 18, 2015.” N.B. The Shareholders are hereby informed that 1) the Balance Sheet, Income Statement, Statement of Shareholders’ Equity and Statement of Cash Flows for the period ended June 30, 2015, duly examined by the external auditors “Espiñeira, Pacheco y Asociados”; the Statutory Auditors’ Report, the Board of Directors’ Report, 2) the “Proposal for the Thirty-Second Phase of the Company’s Stock Repurchase Program; that the Board of Directors of Mercantil Servicios Financieros, C.A., submits for the consideration of the Ordinary General Shareholders Meeting to be held September 18, 2015”, 3) the “Proposal of Authorization for the Board of Directors for the Issuance and Placement of Bonds and/or Commercial Papers, that the Board of Directors submits for the consideration of the Ordinary General Shareholders’ Meeting to be held September 18, 2015”, and 4) the “Proposal of the subscribed and paid social capital enhance of the Company, that the Board of Directors submits for the consideration of the Ordinary General Shareholders’ Meeting to be held September 18, 2015”, will be available to them 15 days prior to the Shareholders’ Meeting, in the Company’s Headquarters located at Avenida Francisco de Miranda, entre Segunda y Tercera Transversal de la Urbanización Los Palos Grandes, Centro Comercial El Parque, Segunda y Tercera Etapas, P03, Locales C-3-10, C-3-11, Municipio Chacao, Estado Miranda. Caracas, August 20, 2015 On Behalf of Mercantil Servicios Financieros, C.A. Guillermo Ponce Trujillo Corporate Secretary Servicios Financieros 9 Qualified entrepreneurs and professionals training: The Formula SAE UCV team Fundación Mercantil supports the Formula SAE UCV team, a non-profit organization under the management of undergraduate students at the Universidad Central de Venezuela. The students design, build and test a racing car by taking part in the Formula SAE international competitions, against 130 of the most prestigious universities in the world. The UCV SAE team earned the “Bosch Three View Drawing Excellence Award” in 2014, for the design prototype drawings, which were among the top 20 drawings in the competition. Beyond completion, the project supported by Fundación Mercantil fulfills the mission to train qualified young entrepreneurs and professionals. Board of Directors’ Report Caracas, August 20, 2015 Dear Shareholders: We are pleased to submit the consolidated results of Mercantil Servicios Financieros and main activities for the first half of 2015. The Financial Statements of Mercantil Servicios Financieros included in this report consolidate the activities of its subsidiaries and were prepared in accordance with the standards of the National Securities Superintendency. They are also presented in inflation-adjusted values as supplemental information. They have been examined by the company’s external auditors Espiñeira, Pacheco y Asociados, whose report is attached hereto. Financial Results Mercantil rreported semi-annual net income of Bs 6,962 million, which compared favorably with Bs 5,880 million in the second half of 2014. The main contributions to this income were Mercantil, C.A., Banco Universal with Bs 6,188 million; Mercantil Seguros, C.A. with Bs 530 million; Mercantil Commercebank Florida Bancorp with Bs 65 million and Mercantil Merinvest, C.A. with Bs 32 million. It should be noted that in accordance with various regulatory provisions both in Venezuela and abroad, several Mercantil subsidiaries have made contributions to various government agencies, totaling Bs 4,077 million and accounting for 25.6 % of Mercantil’s expenses. This combined with Corporate Income Tax, amount to Bs 6,750 million and represents 42.4 % of its expenses. Bs 4,037 million of the Bs 4,077 million correspond to the amount paid in Venezuela and Bs 40 million to the amount paid abroad. Mercantil Servicios Financieros’ total Assets grew 29.1 % to Bs 459,082 million compared to December 2014 and Shareholders’ Equity closed at Bs 37,831 million, 16.2 % more than in December 2014. The net loan portfolio grew Bs 27.4 % to Bs 251,400 million compared with Bs 197,382 million at the close of 2014. Loan portfolio quality remained at acceptable levels. The ratio of past-due and nonperforming loans to total loans was 0.2 %, considering the overall loan portfolio of Mercantil Servicios Financieros, which consolidates the portfolios of Mercantil, C.A., Banco Universal, Mercantil Commercebank Florida Bancorp, Mercantil Bank (Schweiz) AG, Mercantil Bank (Curaçao) N.V. and Mercantil Bank (Panamá) S.A. The ratio of allowances for loan losses over past-due and nonperforming loans was 1,378.7 %, compared to 1,186.9 % at the close of 2014. For this six-month period, the efficiency ratio measured by calculating operating expenses as a percentage of average assets, was 5.6 %, compared to 5.3 % at the close of 2014; while the efficiency ratio, measured by calculating operating expenses as a percentage of total net income was 45.1 %, compared to 49.1 % in 2014. Servicios Financieros 11 The equity/risk-weighted assets ratio was 13.4 % (regulatory minimum is 8 %). This ratio was 15.2 % at the close of 2014 and is determined according to the guidelines of the National Securities Superintendency (Superintendencia Nacional de Valores– SNV), which are based on the standards of the Basel Committee on Banking Supervision of the Bank for International Settlements. The Ordinary General Shareholders' Meeting held on March 20, 2015, approved an ordinary cash dividend to be paid out of the profits at December 31, 2014, for each outstanding common Class A and B shares, payable in two portions (Bs 2.00 per share), the first on April 10, 2015 and the second on October 10, 2015. It also announced an extraordinary cash dividend for each outstanding common Class A and B shares paid at the rate of Bs 12.50 per common share payable on May 11, 2015. These dividends represent a 50.0 % increase compared to the dividends in 2014. The amount paid for the first portion of the ordinary cash dividend was Bs 204,429,922.00, while the sum paid out in extraordinary dividends was Bs 1,277,687,012.50, making a total of Bs 1,482,116,934.50. At June 30, 2015, Mercantil had issued and placed the series 4 of issue 2010-I, series 1 of issue 2012-I, series 1 and 2 of issue 2013-I, series 1 and 2 of issue 2014-I, and series 1 and 2 of issue 2014-II of Unsecured Bonds amounting to Bs 30 million, Bs 20 million, Bs 60 million, Bs 40 million and Bs 100 million, respectively. In addition, series 3 to 8 of issue 2014-I of Commercial Papers were placed, for Bs 220 million. The Stock Repurchase Program initiated in May 2000 is currently in its Thirty-First Phase, approved at the Shareholders' Meeting held on March 20, 2015. Given the stock market situation, no new shares were repurchased between January 1 and June 30, 2015. At the close of the first half of 2015 Mercantil did not hold any shares in Treasury. Credit Ratings Mercantil Servicios Financieros obtained “A1” and “A2” risk ratings for its commercial papers and unsecured bonds, respectively issues from Fitch Ratings and Clave Sociedad Calificadora de Riesgo. These were the highest possible ratings for a debt instrument in Venezuela. In its evaluation issued in April 2015, Fitch Ratings also affirmed Mercantil Servicios Financieros' long-term national rating of "A+(ven)” and its short-term national rating of “F1+(ven)”. In January 2015, Fitch Ratings also affirmed Mercantil Banco's national risk ratings of “AA(ven)” long term, and “F1+(ven)” short term, the best national rating for a private financial institution in Venezuela. It also ratified its international ratings of “CCC” long term, “C” short term, and “ccc” for Viability, which are largely dependent on the country risk. In September 2015, Fitch Ratings will review the international risk ratings of Mercantil Commercebank Florida Bancorp and Mercantil Commercebank N.A. subsidiaries. 12 Annual Report Acknowledgement Dr. Gustavo A. Marturet Machado passed away on June 22, 2015. Through this date, Dr. Marturet served as Principal Director of Mercantil Servicios Financieros, having started his career with Mercantil in 1972, as a member of the Board of Sociedad Financiera Mercantil, and becoming part of the Board of Mercantil Banco in 1974. Dr. Marturet acted as CEO of Mercantil Banco and of Consorcio Inversionista Mercantil CIMA from 1982 to 1993, and from that date he was also Chairman of their Boards, as well as of Mercantil Servicios Financieros, since its inception in 1997 until March 2011, and of Mercantil Commercebank. He works with Mercantil for a total of 43 years. Dr. Marturet was a model of honesty, self-discipline, leadership, solidarity and institutional awareness. His ample strategic vision turned him into a promoter of several initiatives that placed Mercantil at the forefront of various activities, most significantly the international expansion of the company. He established relationships with many different individuals and institutions, which helped him to transmit, uphold and become a guarantor of the principles and values of the “Mercantil Culture”, and role model to future generations. With deepest regrets for the passing of Dr. Marturet, the Board wishes to stand out his personal and professional qualities, as well as his valuable contribution to the healthy growth and development of Mercantil. Retirement and Appointment Ms. Rosa de Costantino, Global Personal Banking and Wealth Management Manager and member of the Executive Committee, will retire on September 30 after 36 years of continuous service. She has distinguished herself for her competence and integrity in all the positions and functions that Mercantil has entrusted to her, reflecting the high degree of commitment to the Institution, and her significant contribution to the development of Personal Banking, Private Banking and Wealth Management business. The Board wishes to express their appreciation to Mrs. Costantino’s trajectory and solid performance, with the hope of every success in her projects. Mr. Jorge Pereira has been appointed as Global Personal Banking Manager. Mr. Pereira has served for 30 years with Mercantil, being well known for his competence and commitment to the values and principles of the “Mercantil Culture”. 90th Anniversary Several internal celebratory events took place during the first half of the year, to commemorate the 90th anniversary of Mercantil Banco. The program of visits and meetings of the Chairman and Executive Committee with the employees of all subsidiaries at the global level, in Venezuela, the United States, Panama and Switzerland continued mainly focused on hearing their concerns and aspirations. Although the program is included in regular annual activities, it has special significance on this anniversary, as a welcome opportunity to promote and encourage the “Mercantil Culture”. Servicios Financieros 13 At the same time, the “Mercantil 90 Years Sporting Events” took place in Barquisimeto, Maracaibo, Maracay, Puerto La Cruz, Puerto Ordaz, San Cristóbal, Valencia and Caracas. An extraordinary benefit was given to the Mercantil people in Venezuela, as a special recognition, in accordance with the years of service, consisting of the ownership transfer of up to 90 shares of Mercantil Servicios Financieros, thereby strengthening even more the ties with the company. These and other initiatives, taking place during the second half of 2015, will acknowledge the effort, professionalism and dedication of all employees contributing to the success of Mercantil. Products and Services The Mercantil Banco subsidiary continued to offer products and services to suit the needs of its more than 4,730,000 customers, around 91,000 of which were incorporated during the six-month period. Mercantil Banco ranks second in the financial system in terms of Credit Card product with a share of 17.2 % of the market, and a portfolio of Bs 49,253 million (including parallel lines of credit) thanks to continued promotional activities and adjustment on the credit limits to increase customer loyalty and preference for credit cards. Throughout cross-selling initiatives, first or second credit cards were granted to over 136,000 customers who fulfilled the established evaluation and risk parameters, for a Bs 6,611 million exposure during the first half of the year. In addition, during the same period, 1,903 “New Professionals Credit Cards” were issued to students in the Monteávila, Metropolitana and Católica Andrés Bello Universities, in support of the Academic Communities strategy. The consolidation process to include the unbanked sector of the population and support the communities continued in the Majorities Banking segment, through the Mercantil Aliado network, operating in low-income areas in 14 states throughout the country and the Capital District, and through the offer of Microenterprise Credits and the Tarjeta Efectivo (Cash Card). At the end of the year, Tarjeta Efectivo reflected a 26 % growth compared to the previous six-month period, reaching a total of 220,000 Cards, while Microenterprise Credits reached Bs 6,892 million with 17,389 active borrowers. As a result of the strategy to use the Mercantil Vía Rápida fast-track self-service areas, at the close of the semester, more than 5,250,000 transactions were processed using this service. 53.2 % of the total transactions managed through branch offices were processed through Mercantil Vía Rápida. Mercantil Online Banking continued to garner preference among clients, reaching at the end of June 2015 more than 1,300,000 users of Mercantil Personal Online Banking, and more than 88,000 active users in Mercantil Business Online Banking. Together, Mercantil Online Banking processed about 350 million transactions during the period, representing 56 % of the transactions carried out through all channels. 14 Annual Report During the first half of the year, new functionalities were incorporated on the Mercantil Personal Online Banking, such as inquire and download of Tarjeta Efectivo digital balances, and the requests of banking references for the Special Foreign Currency Account. Similarly, Mercantil Móvil Online made available the consultation of balances and movements of the Special Foreign Currency Account. At the end of this half-year, @MercantilBanco, the official Mercantil Banco subsidiary Twitter account, had more than 206,000 followers. This account is primarily intended to provide information and advice on bank’s services, products and activities. With more than 28,000 approaches served through @MercantilBanco, this account is ranked as the third most followed account in the banking system with reference to the “Klout” influence indicator, in charge of measuring the account-followers interactions. During the same period, the Mercantil Commercebank subsidiary added a new functionality to the global mobile banking platform –Mercantil Mobile– allowing customers to -pay their loans through the app, thereby providing a more efficient channel to carry out daily transactions offering customers more comfort. Likewise, the Mercantil Commercebank Online Banking was improved to allow customers to update their personal profiles using the online web page. This new service lets customers to visualize their contact information as it shows up in the Bank’s system, and will be able to update their main address, mailing address, telephone numbers and e-mail addresses in a secure and fast manner. Personal Banking International continues to improve its customer services focused on three segments: Mass Market, Premium and Premium Plus. Premium was recently added, and represents an intermediate segment of about 7,000 customers with high complexity and potential needs, served by a specialized group of professionals to introduce them to a wide range of products and services, which would strengthen the relationship with Mercantil Commercebank. The Mercantil Seguros subsidiary continued to focus on high profitability products, with special emphasis in the “Línea Vital” and “Industry and Commerce (SME)”. Mercantil Seguros implemented the innovative Online Medical Consultations Service (Mediconecta) for all customers with Policies with Medical Expenses Coverage, which allows the customers to make video-medical consultations whenever they require it, receiving the medical report by e-mail at home or at the office. In addition, customers may also use the Mercantil Medical Attention Plan (Plan de Atención Médica Mercantil - PAMM) to request medicines, medical appointments and lab test or studies requested by the Mediconecta specialists, presenting the Medical Report of their medical video-consultation. The New Model of Commercial Management began in January 2015, implementing the Business School (Escuela de Negocios – ENA), aimed at the accreditation of Commercial Talent in handling working skills associated to better commercial practices; allowing the development of professional intelligence and strengthening the occupational profile through learning centered in neurolinguistic activities. ENA combines the academic excellence of formal education with business experience, in order to provide effective commercial management tools, and finally, to close the gaps and strengthen the profile of the company’s commercial resources. It is an educational model that includes various learning lectures, study programs, evaluation and accreditation schemes, student files, operating procedures and solutions for closing technical and attitudinal gaps. Servicios Financieros 15 In April 2015, a new branch office was opened in Cumaná, with a novel area for the attention of customers, intermediaries and commercial allies for business management, insurance policy handling and other related services, thereby consolidating Mercantil Seguros’ reputation as the best insurance provider in the country. During the first half of 2015 the Personal Banking and Wealth Management businesses focused in the improvement and development of products and services to serve of Personal Banking segment and the Trust Fund, Mutual Fund and Securities Market businesses in Venezuela, the United States, Switzerland and Panama. The Securities Market Business, during the first half of 2015, provided a significant contribution by developing the Mercantil Online functionality for the order registration of foreign exchange in the Marginal Foreign Exchange System (Sistema Marginal de Divisas – SIMADI). The “Cuenta de Valores Mercantil” increased the number of customers to 204,601 at the close of June 2015, allowing their participation in the primary and secondary securities market, increasing securities custody management in 23 % and income in 4 % In the United States, Mercantil Commercebank Investment Services, Inc. (MCIS) registered a total of 3,308 customers at the close of first half of 2015, providing them brokerage and advisory investment services. In the period, the volume of customer assets declined 1 %. In 2015, MCIS continues working to support growth and improve quality of services. In Venezuela, investment and portfolio management services are conducted through Mercantil Servicios de Inversión. In the first half of 2015, the Mercantil Fixed Income Portfolio, Fondo Mutual de Inversión de Capital Abierto, C.A. maintained its position as industry leader, reaching Bs 2,372 million in assets, for a total of 189,296 customers and reflecting at the first half the year10 % growth in volume and 31 % increase in income. The Plan Crecer Mercantil product continued its expansion, registering 60 % increase in assets. Trust services are available to customers in Venezuela through Mercantil C.A., Banco Universal, and in the United States through Mercantil Commercebank Trust Company, N.A. Mercantil Banco, through its Trust Services Unit continued its focus on profitability and asset growth, reinforcing its position as reference in the trust market business, with an increase of 13 % of customer assets. Mercantil Commercebank Trust Company, N.A. registered 1 % growth of consolidated assets under management. Mercantil Bank (Schweiz) focused its wealth management products and services to Private Banking, by increasing its assets in 6 %. 16 Annual Report Prevention and Control of Money Laundering and Terrorism Financing Prevention and control of money laundering and terrorism financing is a priority for Mercantil and an integral part of its organizational culture. The company has maintained internal control and monitoring of its subsidiaries' activities to ensure early detection of suspicious transactions, and has stepped up staff training in this area To ensure compliance with anti-money laundering legislation, Mercantil has in place a wellstructured “Comprehensive Money Laundering and Terrorism Financing Prevention and Control System” at its Venezuelan and overseas subsidiaries, in addition to Operational and Follow-Up Plans, and Monitoring and Oversight programs. The company's “Know your Customer” policy is the main guideline in this area. Corporate Social Commitment During the first half of 2015, Mercantil executed a social investment through its Mercantil Banco Universal, Mercantil Seguros, Mercantil Merinvest and Mercantil Commercebank subsidiaries, as well as Fundación Mercantil, for Bs 24 million, targeted through various programs, projects and initiatives undertaken by renowned educational and social development organizations in Venezuela and the United States. Mercantil earmarked 51 % of the contributions to elementary and higher educational institutions, particularly entrepreneurship and scholarships programs to encourage young people to remain in secondary and higher education; and 49 % for social development organizations that foster health prevention programs, social programs for children and young people, and art and cultural programs in the communities. The first half of 2015 highlights the development of the agreement between Fundación Mercantil and Asociación Civil Fe y Alegría, with a new set of action lines to encourage both the programs of refurbishing and maintaining schools facilities, and the attention of the student population to promote entrepreneurship, inclusion and youth leadership. 12 educational centers nationwide were served during this period, with more than 6,000 students being directly benefitted. During the first half of 2015, the contributions and support provided to programs and initiatives from many different educational, health and social development institutions should be mentioned, such as: Universidad Católica Andrés Bello, Universidad del Zulia, Universidad Simón Bolívar, Fundación Ideas, Alianza Social VenAmCham, Asociación Venezolana de Buena Voluntad, Un Techo para mi país Venezuela AC, and the Museo de Arte Contemporáneo del Zulia. As part of the corporate social commitment in the United States was the support of a series of programs in South Florida, Houston and New York promoted by several educational, social and health institutions, such as the University of Houston, Florida International University (FIU), SaludArte Foundation, Houston Museum of Fine Arts, Habitat for Humanity, League Against Cancer, Juilliard School and Voices for Children Foundation. Servicios Financieros 17 corporation continued to develop the Online Donation Program in Venezuela “Un Aporte por Venezuela”, as well as the culture support program through exhibitions in Espacio Mercantil, a space for national art dissemination and promotion, and in Florida, United States, the Zoolens Photography Project. Special mention deserves Mercantil's Volunteers for their participation in various activities and programs nationwide within the framework of the celebration of Fe y Alegría’s 60th anniversary in Venezuela, and the projects carried out by March of Dimes, in South Florida, United States. One of Mercantil's corporate values is “to be an integral institution and an important factor in the development of the communities and places in which it is involved.” Awards and Acknowledgements The Banker magazine once again included Mercantil Servicios Financieros among the world's Top 500 Banking Brands. Mercantil ranks 334 in the ranking, the highest among Venezuelan institutions included in the ranking. This magazine also included Mercantil Servicios Financieros as the first Venezuelan institution in its Top 1000 World's Financial Institutions, according to the analysis of the magazine. Mercantil Servicios Financieros rose 50 places in comparison with the previous year, to rank 210th. It also ranks 6th (up 3 places from 2014) among the Top 25 Latin American financial institutions. Mercantil Servicios Financieros leads Venezuelan companies included among the world’s biggest 2,000 public companies according to Forbes magazine. Compared to 2014, Mercantil rose 85 positions from 773rd place to 648th place. It is the first of four Venezuelan companies included in this year’s list. The Global 2,000 is a ranking based on total income, profit, assets and market value. The Global Finance magazine, in is edition of January 2015 has chosen the Mercantil Banco Universal subsidiary as the "Venezuela's Best Trade Finance Provider in 2015” for the tenth consecutive year. The magazine selection process took into consideration the transactions volume, geographical coverage, customer services, price competitiveness, new business development and technological innovations. The prestigious finance publication Euromoney recognized Mercantil Banco as the “Best Bank in Venezuela” in 2015. Mercantil Banco was granted with this distinction after an analysis of its results, which showed a strong loan portfolio and high level of performance regarding assets and equity, within an adequate risk management policy. The Mercantil Commercebank subsidiary received the “Excellence in Banking and Finance Award for the best Community Service Provider in 2014” granted by the South Florida Business Journal. Since its foundation, Mercantil Commercebank has been acknowledged not only for its corporate leadership in the finance services industry, but also for its continued support of social programs centered on education, arts, culture, health, social services and economic development. 18 Annual Report For the third consecutive year, Mercantil Bank (Panamá) has been included among the Top 100 Banks in Central America, according to The Banker magazine. Mercantil Bank (Panamá) ranks 75th and it also ranks 32st among banks in Panama. Last year, it ranked 74th among the 100 banks in Central America and 33rd among banks in Panama. Development and Working Environment There is a continuity in the application of compensation policies that benefits and support workers preserving and improving their economic conditions. These policies, for which Mercantil has a leading position in the financial sector, joined with the development of permanent retention, education and training programs, allow to improve the staff professional training and to maintain a continuous knowledge process. All of these are complemented with the development of several activities that encourage areas of closeness and recreation with workers and their families, nationwide. The Mercantil Banco Universal, Mercantil Seguros and Mercantil Commercebank subsidiaries were awarded, globally, in the group of best employers according to studies conducted by the international consulting firm Aon Hewitt, taking into account rates of engagement, brand strength, leadership and performance. This recognition is based on the results obtained in the study of organizational climate and engagement survey for the year 2014 in which 8,266 employees of the organization participated. Relations between bank officials and employees have continued to evolve within the traditional spirit of harmony and cooperation, and the Board of Directors wishes to acknowledge them for their efficiency and dedication to their work. Pursuant to the National Superintendency Securities (formerly National Securities Commission) resolution, please note that form CNV-FG-010 reflects Bs 8,850,534.68 in remunerations paid to Company Directors and Executives in the second half of 2015. During the first half of 2015, a number of Alternate Directors attended Board meetings, either standing in as Principal Directors in their absence, or as invitees. On the occasion of the Chairman of the Board's temporary absences, some of his CEO functions were delegated to members of the Executive Committee. Yours, sincerely Gustavo Vollmer A. Federico Vollmer A. Alfredo Travieso P. Luis A. Romero M. Gustavo Galdo C. Víctor J. Sierra A. Roberto Vainrub A. Miguel Ángel Capriles López Nerio Rosales Rengifo Servicios Financieros 19 Inclusion and skills development: Equal Opportunities Program (USB) The Universidad Simón Bolívar Equal Opportunities Program (PIO – Programa Igualdad de Oportunidades) aims at granting equal access opportunities to the University to public sector senior high-school students, particularly those with vocational aspirations towards career offered at the USB (Engineering, Architecture, Science, Technology and Administration). Each year, the PIO receives support from Fundación Mercantil, which allows it to promote key experiences to participants, students and lecturers, in areas such as Mathematics, Physics, Chemistry and Language, as well as to develop intellectual and affective abilities to meet university level academic requirements at the USB and other higher educational institutions. Statutory Auditors’ Report Servicios Financieros 21 Supporting knowledge, research and culture: Padre Carlos Guillermo Plaza SJ Cultural Center (UCAB) The Padre Carlos Guillermo Plaza SJ Cultural Center of the Universidad Católica Andrés Bello (UCAB) supports and promotes the spreading of knowledge, research and culture, with state-of-the-art technological tools. This center receives 43 thousand students per year, and is a supplementary service to those offered by the Central Library. The relationship between the University, with over 60 years’ experience, and Fundación Mercantil have boosted the Andrés Bello Foundation Scholarship Program, aimed to offer economic aid to students; the institutional program for the support and promotion of students with disabilities; the promotion of activities and institutional programs of student formation and the expansion of the UCAB postgraduate studies offices. Financial Statements (Pursuant to the standards of the National Securities Superintendency) Balance Sheet Unconsolidated June 30 December 31 June 30 2015 2014 2014 bolivars bolivars bolivars 531,142 39,163,600 181,101 39,875,843 44,750 34,778,210 (33,835) 34,789,125 48,220 28,119,205 (49,507) 28,117,918 Total Liabilities 470,000 1,575,035 2,045,035 750,000 1,485,160 2,235,160 180,000 1,135,016 1,315,016 Shareholders’ Equity 37,830,808 32,553,965 26,802,902 Total Liabilities and Shareholder’s Equity 39,875,843 34,789,125 28,117,918 (in thousands of Bs) Semester ended Assets Cash and Due from Banks Investment Portfolio Other Assets Total Assets Liabilities and Shareholders’ Equity Unsecured Bonds and Commercial Paper Other Liabilities Income Statement Unconsolidated June 30 Diciembre 31 June 30 2015 2014 2014 bolivars bolivars bolivars 20,871 8,345 7,252 7,109,422 7,130,293 5,643,387 5,651,732 4,058,567 4,065,819 Total Expenses (132,270) (36,231) 0 (168,501) (79,991) (28,080) 336,788 228,717 (64,395) (7,696) (19,788) (91,879) Net Income 6,961,792 5,880,449 3,973,940 (in thousands of Bs) Semester ended Income Financial Income Equity Investments in subsidiaries and affiliates and others Total Income Expenses Operating Financial Deferred Corporate Income Tax Nerio Rosales Rengifo Alfonso Figueredo Davis Isabel Pérez Sanchis Gustavo Vollmer A. Global Executive Director Global Chief Financial Officer Corporate Comptroller President Servicios Financieros 23 Consolidated Balance Sheet (In thousands of Bs) Semester ended June 30 December 31 June 30 December 31 June 30 2015 2014 2014 2013 2013 bolivars bolivars bolivars bolivars bolivars 4,641,783 86,758,924 724,789 1,549,800 10,350,988 4,363,473 66,235,157 921,286 1,641,022 3,740,214 2,776,144 43,118,285 517,485 1,562,580 4,019,839 3,809,871 37,599,293 919,471 1,580,688 2,461,748 1,956,002 24,002,678 42,368 1,471,699 2,290,859 104,026,284 76,901,152 51,994,333 46,371,071 29,763,606 5,576 40,338,224 31,963,415 314,768 8,338,497 664,138 11,519 36,684,481 26,404,305 307,313 4,813,424 646,892 66,784 37,899,125 21,164,297 301,850 9,333,638 900,545 70,999 34,967,914 16,798,928 236,078 11,137,596 435,473 20,249 32,445,242 13,419,832 22,357 4,108,009 1,105,813 81,624,618 68,867,934 69,666,239 63,646,988 51,121,502 Current Restructured Past-Due In Litigation 258,024,429 524,493 559,003 19 202,742,735 500,986 530,681 8,618 160,524,257 540,771 588,802 28,105 124,758,531 545,128 539,970 94,446 100,875,586 554,603 755,586 129,267 (Allowance for losses on Loan Portfolio) 259,107,944 (7,707,467) 251,400,477 203,783,020 (6,400,735) 197,382,285 161,681,935 (4,841,632) 156,840,303 125,938,075 (4,119,499) 121,818,576 102,315,042 (3,193,076) 99,121,966 2,980,586 235,831 40,054 4,311,714 14,462,872 2,481,114 338,801 28,116 2,044,681 7,476,461 2,078,490 168,807 42,503 1,291,680 5,434,708 1,681,142 242,007 78,098 1,116,611 4,358,639 1,235,125 145,330 129,868 1,093,848 3,505,324 459,082,436 355,520,544 287,517,063 239,313,132 186,116,569 Assets Cash and Due from Banks Cash and Due from Banks Central Bank of Venezuela Venezuelan Banks and other Financial Institutions Foreing Banks and Other Financial Institutions Pending Cash Items Invesments Portfolio Invesments in Trading Securities Invesments in Securities Available-for-Sale Invesments in Securities Held-to-Maturity Share Trading Portfolio Invesments in Time Deposits and Placements Restricted Investments and Repos Loan Portfolio Interest and Commissions Receivable Long-Term Investments Assets Available for Sale Property and Equipment Other Assets Total Assets Nerio Rosales Rengifo Alfonso Figueredo Davis Isabel Pérez Sanchis Gustavo Vollmer A. Global Executive Director Global Chief Financial Officer Corporate Comptroller Chairman and CEO 24 Annual Report Consolidated Balance Sheet (In thousands of Bs) Semester ended Liabilities and Shareholders’ Equity June 30 December 31 June 30 December 31 June 30 2015 2014 2014 2013 2013 bolivars bolivars bolivars bolivars bolivars 127,259,236 134,338,576 107,662,570 9,779,713 94,244,958 101,175,773 91,069,337 8,184,602 73,747,401 84,327,523 70,921,341 7,084,710 58,309,779 68,533,113 62,315,596 6,758,347 43,574,957 48,135,146 47,849,693 9,506,199 379,040,095 294,674,670 236,080,975 387,995 619,507 166,240 198,080 118,037 387,995 619,507 166,240 198,080 118,037 2,000,004 3,801,941 1,805,136 439,894 14,946 300,127 2,620,511 1,805,136 439,894 127,739 695,127 2,859,311 1,522,347 628,420 112,837 430,127 974,051 1,528,632 628,420 19,927 322,164 2,230,891 1,302,400 974,051 14,381 8,061,921 5,293,407 5,818,042 3,581,157 4,843,887 126,424 32,920,611 696,414 93,504 21,573,322 696,338 63,632 17,877,043 696,058 54,236 14,198,060 696,144 41,612 11,657,054 701,177 421,233,460 322,950,748 260,701,990 18,168 15,831 12,171 11,114 9,415 664,397 191,709 0 166,715 2,998,777 32,366,773 (144,753) (93,223) 1,680,413 664,397 191,709 0 166,715 2,982,241 27,054,686 (91,626) (93,223) 1,679,066 664,397 191,709 0 166,715 3,005,619 21,145,563 (163,757) (69,185) 1,761,841 153,322 191,709 203,546 166,715 3,005,730 18,505,241 (59,458) 0 2,490,701 153,418 191,709 203,546 166,715 2,992,875 14,725,519 (55,569) 0 1,301,179 37,830,808 32,553,965 26,802,902 24,657,506 19,679,392 459,082,436 355,520,544 287,517,063 239,313,132 186,116,569 Liabilities Deposits Non-Interest Bearing Checking Accounts Interest Bearing Cheking Accounts Saving Deposits Time Deposits 195,916,835 149,065,995 Debt Authorized by the National Securities Superintendency Publicly Offered Debt Securities Financial Liabilities Obligations with Banks and Savings and Loan Institutions In Venezuela up to one year Abroad up to one year Abroad for more than one year Liabilities Under Repurchase Agreements Other Liabilities up to one year Interest and Commissions Payable Other Liabilities Subordinated Debt Total Liabilities Minority Interest in Consolidated Subsidiaries 214,644,512 166,427,762 Shareholders’ Equity Capital Maintenance of Paid-In Capital Premium for Issuing Stock Capital Reserves Adjustment for Conversion of Net Assets by Subsidiaries Abroad Retained Earnings Shares Repurchased and Held by Subsidiaries Pension plan remeasurement Unrealized Gain from Adjustment at Market Value of Investments Total Shareholders’ Equity Total Liabilities and Shareholders’ Equity Nerio Rosales Rengifo Alfonso Figueredo Davis Isabel Pérez Sanchis Gustavo Vollmer A. Global Executive Director Global Chief Financial Officer Corporate Comptroller Chairman and CEO Servicios Financieros 25 Consolidated Income Statement June 30 December 31 June 30 December 31 June 30 2015 2014 2014 2013 2013 bolivars bolivars bolivars bolivars bolivars 115,943 2,473,136 20,890,929 189,598 2,163,700 15,375,964 26,066 2,513,251 9,871,519 15,918 2,248,182 8,212,612 8,606 1,538,052 6,430,182 23,480,008 17,729,262 12,410,836 10,476,712 7,976,840 (6,341,427) (74,334) (26,481) (103,152) (5,224,271) (50,224) (22,817) (78,632) (3,634,021) (60,899) (7,696) (106,829) (2,710,882) (61,938) (6,470) (85,294) (2,193,439) (57,911) (6,641) (62,869) (6,545,394) (5,375,944) (3,809,445) (2,864,584) (2,320,860) Net Interest Income 16,934,614 12,353,318 8,601,391 7,612,128 5,655,980 Provision for Losses on Loan Portfolio and Commissions Receivable (1,659,640) (1,938,631) (934,950) (1,198,459) (585,779) Net Financial Margin 15,274,974 10,414,687 7,666,441 6,413,669 5,070,201 100,785 (2,540) 1,107,201 12,565 112,348 272,379 331,014 4,016,055 106,950 32,063 855,360 18,950 169,393 (32,250) 190,797 3,603,474 60,458 3,988 563,738 11,266 69,232 122,339 269,533 2,217,001 58,516 (8,996) 525,575 14,871 96,604 71,904 367,786 2,229,430 45,758 12,491 333,370 11,001 62,902 842,877 432,175 1,441,561 5,949,807 4,944,737 3,317,555 3,355,690 3,182,135 10,991,945 (9,315,390) 7,734,901 (6,500,123) 5,642,528 (4,716,228) 4,792,898 (4,002,379) 3,756,033 (3,222,884) 1,676,555 1,234,778 926,300 790,519 533,149 22,901,336 16,594,202 11,910,296 10,559,878 8,785,485 (4,501,073) (3,492,659) (2,781,564) (2,323,119) (1,991,268) (1,433,701) (2,457,415) (5,137,596) (1,029,856) (1,885,215) (4,569,952) (683,612) (1,448,810) (2,848,922) (603,509) (986,740) (2,785,878) (412,471) (792,349) (1,836,825) (13,529,785) (10,977,682) (7,762,908) (6,699,246) (5,032,913) 9,371,551 5,616,520 4,147,388 3,860,632 3,752,572 (2,672,860) 266,978 (66,366) 334,393 (151,335) (20,244) (20,829) (58,791) (195,152) (83,777) (2,405,882) 268,027 (171,579) (79,620) (278,929) 6,965,669 5,884,547 3,975,809 3,781,012 3,473,643 (3,877) (4,098) (1,869) (2,049) (2,179) 6,961,792 5,880,449 3,973,940 3,778,963 3,471,464 (In thousand of Bs) Semester ended Interest Income Income from Cash and Due from Banks Income from Investment Portfolio Income from Loan Portfolio Total Interest Income Interest Expenses Interest on Demand and Savings Deposits Interest on Time Deposits Interest on Securities issued by the institution Interest on Financial Liabilities Total Interest Expenses Commissions and Other Income Trust Fund Operations Foreing Currency Transactions Commissions on Customer account Transactions Commissions on Letters of Credit and Guarantees Granted Equity in Long-Term Investment Exchange Gains Income on Sale of Investments Securities Other income Total Commissions and Other Income Insurance Premiums. Net of Claims Premiums Claims Total Insurance Premiums. Net of Claims Operating Income Operating Expenses Salaries and Employee Benefits Depreciation, Property and Equipment Expenses, Amortization of Intangibles and Other Fees Paid to Regulatory Agencies Other Operating Expenses Total Operating Expenses Net before Income taxes, Extraordinary items and Minority Interest Taxes Current Deferred Total Taxes Net Income before Minority Interest Minority Interest Net Income for the Period Nerio Rosales Rengifo Alfonso Figueredo Davis Isabel Pérez Sanchis Gustavo Vollmer A. Global Executive Director Global Chief Financial Officer Corporate Comptroller Chairman and CEO 26 Annual Report Providing opportunities for labor training: Superatec The aim of the well-known Superación Personal a través de la Tecnología Institution (Superatec), with the support of Fundación Mercantil, is the transformation of the lives of individuals and communities through integral, technological and labor training. Young people and adults are served by the organization, which aims at reducing the technological gap and promoting productive labor market inclusion, through training in computer technology, digital editing, personal finances and other skills for the productive life of students. Graduates from Superatec have the opportunity to register in employment offices, with the chance of obtaining formal jobs in various areas of the country. Mercantil and Fe y Alegría Bringing Love and Care to Venezuelan Schools The Fundación Mercantil “Give Your School a Helping Hand” Program, together with students, teachers, parents members of the school community, and Mercantil Volunteer, provides improvements, repairs and new equipment to Fe y Alegría schools in the country, as part of the agreement with this international promoter of comprehensive popular education. Refurbished school areas in 19 schools in Apure, Aragua, Bolívar, Carabobo, Lara, Mérida, Vargas and Zulia had been completed by June 30, 2015. The program also includes other states and covers over 17 thousand students per year. The “Give Your School a Helping Hand” program began over 30 year ago, with the aim of contributing to improve the quality of the elementary, medium and high school education, through the refurbishing of schools for the benefit of students and school communities and the creation of awareness of building maintenance and care. Economic Climate Global Environment During the first half of 2015, the difference between geographical areas continued to determine global economic growth. Therefore, global economy suffered the effect of the dramatic drop in oil prices, the significant increase in the value of the U.S. dollar, the deceleration of China’s economic growth, uncertainty in Europe (particularly regarding financial stability, given the problems of the Greek economy), and the expectation of changes in the U.S. monetary policy. In addition, there has also been great divergence between the U.S. monetary policy and that of other economies, which has contributed to the volatile exchange rate. In China, the economic deceleration has increased during the last few months, in spite of a series of government policies implemented to offset the slowdown, mainly through monetary stimuli. Compared to the Eurozone two lines can be observed. On the one hand, consumer sentiment indicators have improved during 2015, in line with a moderate acceleration of economic activity. On the other hand, there are doubts regarding the integrity of the Eurozone itself, which have resurfaced recently, as a result of the difficulties during the negotiation between Greece and the Eurozone, which place at risk this phase of the economic recovery in the Zone. Discrepancies still remain in various geographical areas regarding monetary policy. On the one hand, the U.S. Federal Reserve is trying to increase interest rates (for the first time since 2004) and to normalize monetary policy. On the other hand, the European Central Bank (ECB) and the Bank of Japan are implementing even more flexible policies of monetary stimuli, in an attempt to maintain long term interest rates at lower levels in order to stimulate economic growth. United States During the first half of the year, the U.S. economy showed two different trends. During the first quarter of the year, there was a slight deceleration (0.2 % year-on-year decline of economic activity), as a consequence of climate conditions, the strength of the U.S. dollar and the sectorial effects of the drop of oil prices. In the second quarter of 2015, economic activity have expanded moderately, driven by a strong labor market, which has improved household incomes and, as a result, has stimulated private consumption. However, there is room still for additional improvement of the labor market, given the fact that, although the market shows solid improvement in job creation, the figures hide weak productivity, a high level of temporary jobs, and a low salary growth. Servicios Financieros 29 Although the labor market showed improvements in the first half of 2015, signals seem to be confusing. In June, the U.S. economy created 223,000 jobs. The unemployment rate declined to 5.3 % in June, the lowest since April 2007; however, this reduction can be explained by the decline of the rate of activity to 62.6 %, the lowest level since October 1977. In addition, salary growth continues to be low, with no month-on-month variation at the close of June. The housing investment indicators provide signs that the U.S. economy had showed larger growth during the second quarter of the year. The real estate market continues to be buoyed by an increase in jobs, together with flexible loan conditions and an improvement in housing prices. Latin America During the first half of 2015, the region experienced a new decline of economic growth due to factors related to foreign trade and to a weak internal demand. An expansion of 0.5 % is expected for 2015 (1.1 % in 2014), which may increase the unemployment rate from 6 % to 6.5 % in the year. The lower prices of basic products, particularly energy and food, and the weak internal demand, forecast an inflation rate not far from the 9.5 % of 2014, although it has started to accelerate during the first half of 2015 due to the pressure towards higher prices in some South American economies. The reduced growth of commercial associates and the decline of prices of raw materials have deteriorated the trade terms in the exporting economies of primary goods in the region, by 1.8 % in 2014, with an additional contraction of 2.2 % expected for 2015; this would cause an increase in the deficit of the current account of -3 GDP points (-2.7 % in 2014) which, as in the last few years, will be compensated in part by direct and portfolio investments, resulting in a weak negative variation of international reserves (around US$ 857 billion). In this unfavorable external context, currencies in the region experience weakenings between 15 % and 30 % in comparison with the US dollar in Brazil, Colombia and Mexico, with limited appreciations (Costa Rica), which offset the loss of exports competitiveness in the region. During the first quarter of 2015, internal investments declined (-0.3 %) for the fourth consecutive quarter, with household spending also decelerating, causing internal demand to increase, in real terms, 1 %, less than half of the declining expansion showed in 2013. Despite the economic deceleration, fiscal income (4.6 % in 1Q 2014 and 1Q 2015) and fiscal spending (4.9 % vs. 5.2 %) maintained a relative stability in first quarter of 2015, with a slight increase of the global negative balance of the government’s accounts. However, if this trend continues, the fiscal deficit would continue for the eighth consecutive year (-2.8 % of GDP in 2014), although it is expected that the consolidated public debt will show no significant changes in comparison with 2014, at levels slightly more than 30 points of the product. 30 Annual Report Venezuela During the first half of 2015 the Venezuelan economy suffered from an unfavorable external context, the same as most of the exporting economies of basic products of the region; at the domestic level, this translates into a continued restriction of access to foreign exchange, domestic pressure on prices, and sluggishness in the economic activity. In spite of the lack of official statistics at the closing date of this document on domestic production, aggregate demand, balance of payments, prices and the labor market, among other macroeconomic variables, some economic indicators point to the persistence of the slowness of real markets, pressures on cost rising and on monetary liquidity, partly due to the injection of means of payment of fiscal origin, and the secondary creation of money via banking loans. The rising global oil imbalance, particularly noticeable from the second half of 2014, has pushed the nominal value of the oil basket during the first half of 2015 at an average of US$/b 49.7, 49 % below to the US$/b 97 in the same period of 2014. If oil production and exports had remained at similar levels than in the first half of 2014, the value of exports might have declined by 60 %, around US$/b 16 billion. This decline in the main export item, and the service (capital and interest) of the public debt are, in spite of the decline of imports spending, the principal cause of the total international reserves drop, which passed from US$ 22,077 million at the close of 2014 to US$ 16,180 million, the lowest level of external assets since May 2003. Summary of Economic Performance 1st Half 2014 1st Half 2015 Variation of Gross Domestic Product % Total Oil Sector Non Oil Sector -4.9 0,3 -4.5 nd nd nd Exchange Rate Bs./US$ End of Period Average 16.70 14.20 18.10 12.60 Exchange Rate Variation % End of Period Average 165.3 % 137.9 % 8,4 % -11.3 % Inflation (Caracas) % Cumulative Variation Annualized Variation 25,9 66,2 nd nd Interest Rate - End of Period Average Leading Rates (6 main Banks) 90 day Time Deposits (6 main Banks) 16,6 14,5 19,7 14,5 Source: Central Bank of Venezuela and in-house calculations. Servicios Financieros 31 Public spending has been the most dynamic element of internal demand, within a context of contraction of the private side of internal demand. The disbursements of the Central Government, excluding the service of the debt, reached Bs 651.7 billion in June of this year (Bs 385.9 billion in the first half of 2014), for a nominal expansion of 69 %. The evolution of income from collected taxes under the administration of the National Integrated Tax Administration Services (Servicio Nacional Integrado de Administración Tributaria - SENIAT) has been very favorable, increasing from Bs 183,4 billion in the first half of 2014 to Bs 438,8 billion in the first half of 2015. Cash flow in local currency has been favorable, to the point of requiring low issues of internal public debt. Monetary liquidity, in this period, grew 30.9 % in nominal terms (18.3 % in the first half of last year), due to, on the side of monetary supply, the speed of money circulation, the increase of the monetary base (from 18 % in the first half of 2014 to 39 % in the same period of 2015), and the expansion of secondary money from banking loans, which grew 41.3 % (27.4 % in the same period of 2014),. On the other hand, the monetary policy implemented by the Venezuelan Central Bank (Banco Central de Venezuela – BCV) had an expansive effect on liquidity, in strong contrast with the contraction of the same period of last year. Open market operations caused a net expansion of the means of payment in the hands of the public of Bs 1.1 billion, significantly different from the net astringency of Bs 6.6 billion in the first half of 2014. Interest rates performance, within the legal margin of maximum and minimum levels, tended to rise. Lending rates averaged 19.2 %, a 311 bps (basis points) increase from 16.1 % in the first half of 2014. In the case of deposits rates measured by90-day fixed-terms deposits, increased 4 bps to average 14.6 %; whereas savings deposits declined 58 bps from 14.04 % to 13.45 % in the same period. 32 Annual Report Developing future leaders The alliance between the Center for Leadership at the Florida International University and Mercantil Commercebank has promoted the specialized Leadership Lecture series for over three years. The Center gathers experts and professors to provide specialized knowledge to participating students, professionals and their organizations. Combining theory and practical applications, the program creates a learning environment where students may improve their leadership competence and identify opportunities to apply their abilities as future leaders. Promoting entrepreneurship and good ideas One of Mercantil’s motivations is to contribute to the development of entrepreneurial talent in Venezuela. For this reason, it promotes the Ideas Contest, an annual competition of business and social entrepreneurship plans. Mercantil is a founding member of this initiative offering training to entrepreneurs, and promoting and supporting the generation of new businesses and initiatives in the country. For reference purposes only, the winners of the 2014 Ideas Contest presented PleIQ, the first educational augmented reality toy made in Venezuela. This educational toy stimulates multiple intelligences in preschool children, and is the only Venezuelan entrepreneurship initiative chose to take part in Start-Up Chile, together with other 70 projects among over 1,800 companies world-wide. Management Discussion and Analysis Balance Sheet A summary balance sheet is shown below Summary of Consolidated Balance Sheet Semester ended (In thousands of Bs except percentages) and the variations found when comparing June 2015 with December 2014 are commented on: Jun. 2015 Vs. Dec. 2014 Jun. 2015 Vs. Jun. 2014 Increase/ (Decrease) bolivars % Increase/ (Decrease) bolivars % 287,517,063 103,561,892 29. 171,565,373 59.7 68,867,934 69,666,239 12,756,684 18.5 11,958,379 17.2 251,400,477 197,382,285 156,840,303 54,018,192 27.4 94,560,174 60.3 379,040,095 294,674,670 236,080,975 84,365,425 28.6 142,959,120 60.6 Shareholders’ Equity 37,830,808 32,553,965 26,802,902 5,276,843 16.2 11,027,906 41.1 Trust Fund Assets 28,321,477 24,874,057 20,952,093 3,447,420 13.9 7,369,384 35.2 June 30 December 31 June 30 2015 2014 2014 bolivars bolivars bolivars 459,082,436 355,520,544 81,624,618 Loan Portfolio, Net Deposits Total Assets Investment Portfolio The audited financial statements and their notes are attached to this report. The accounting standards used are summarized at the end of this chapter. Total Assets Total assets are Bs 459,082 million, representing 29.1 % semi-annual growth, as a result of the combined performance of cash and due from banks, and the investment and loan portfolios, which grew 35.3 %, 18.5 % and 27.4 % respectively. The ratio of performing assets to total assets is 75.1 %, up Bs 70,226 million (25.6 %) compared to the previous six months. The most significant variations for this item during the period, taken individually by subsidiary, are as follows: Jun. 2015 Vs. Dec. 2014 (In thousands of Bs, except percentages) Mercantil Banco Universal Mercantil Seguros Mercantil Commercebank Servicios Financieros Bs Bs US$ June 30 December 31 2015 2014 Increase/ (Decrease) 394,598,671 292,085,486 22,039,756 14,972,929 8,169,718 7,878,288 102,513,185 35.1 % 7,066,827 47.2 % 291,430 3.7 % 35 Investment Portfolio At June 30, 2015, investments totaled Bs 81,625 million, Bs 12,757 million (18.5 %) up from Bs 68,868 million in December 2014. This increase was seen mainly in the investments issued by the Bolivarian Republic of Venezuela, state-owned companies and decentralized entities. The most significant variations for this item during the period, taken individually by subsidiary, are as follows: Jun. 2015 Vs. Dec. 2014 Junio 30 Diciembre 31 2015 2014 Increase/ (Decrease) 65,949,729 12,343,475 2,218,159 48,782,994 8,765,710 2,230,747 17,166,735 35.2 % 3,577,765 40.8 % (12,588) (0.6 %) (In thousands of Bs, except percentages) Mercantil Banco Universal Mercantil Seguros Mercantil Commercebank Bs Bs Us$ Government bonds issued by the Venezuelan State account for 0.70 times Mercantil's equity and 5.7 % of its assets (0.64 times and 5.9 %, respectively in December 2014). At Mercantil Banco Universal, these securities represent 0.47 times its equity and 4.7 % its assets (0.59 times and 5.8 %, respectively in December 2014). At June 30, 2015, the Mercantil, C.A. Banco Universal subsidiary, in line with regulations issued by the Executive Branch, purchased Bs 30,975 million in Mortgage Bonds, Participation Certificates Agricultural Bonds and Stocks. These represent 57.4 % of the bank's investment portfolio and 1.1 times its shareholders' equity (Bs 26,167 million representing 58.8 % of its investment portfolio and 1.1 times its shareholders' equity at December 31, 2014). Investments in Securities by Issuer Bs 81.625 million June 2015 Jun-2015 Venezuelan Central Bank Dec-2014 Jun-2014 4.8 % 1.7 % 10.6 % Venezuelan State and Goverment Entities 70.2 % 70.0 % 64.7 % Goverment and US Goverment-sponsored Bodies 12.3 % 15.9 % 16.0 % Others 12.7 % 12.4 % 8.7 % 36 Annual Report Investment by maturity and yield at June 30, 2015 are broken down as follows: Investments by Maturity and Yield (Stated in millions of Bs, except percentages) Available for Sale Tradining Years Bs 1 Bs Less than 1 From 1 to 5 Over 5 US$ Less than 1 From 1 to 5 Over 5 4 2 6 Bs 1 %3 Held to Maturity Bs 2 Shares Bs 1 %3 4,366 6,426 14,175 6.0 12.3 13.4 3,634 3,190 24,840 4.3 5.4 5.4 270 2,624 12,479 40,338 2.3 3.1 3.8 140 139 19 31,963 3.0 4.0 8.1 Time Deposits and Placements Bs 1 Trust Funds and Restricted Investments Bs 1 % %3 TOTAL 8,326 4 6.4 237 4 3.3 12.3 16,563 9,620 39,276 12 0.4 410 4.6 14 664 2.8 836 2,763 12,566 81,625 261 53 315 8,338 1 Market value. Amortized cost. Yield is based on the amortized cost at the end of the period. This is obtained by dividing income from securities (including amortization of premiums or discounts) by the amortized cost or market value. 4 Bs 3,936 million correspond to deposits in the Venezuelan Central Bank with maturities less than 60 days. 2 3 Investments at the close of the first half of 2015, by company, issuer and currency, are made up as follows: Breakdown of Investments by Issuer and Currency at June 30, 2015 (In millions of Bolivars, except percentages) Venezuelan Central U.S. Bank Government Bolivars Mercantil Banco Universal Mercantil Seguros and Others Total Bs 1 Int’l Venezuelan Venezuelan Private Government Private Total Bs 49,573 7,188 56,761 1 54,005 11,455 65,459 Totals US$ 29 3,936 3,936 US$ Dollars Mercantil Banco Universal Mercantil Commercebank Florida BanCorp Mercantil Seguros and Others Total US$ Breakdown % U.S. Agencies 4.8 % 14 12 3 829 121 950 610 26 651 775 99 885 9 70 82 7.3 % 5.0 % 6.8 % 70.2 % Bs 747 million include foreign exchange indexation clauses. Servicios Financieros 37 496 4,266 4,762 4 4 2,222 320 2,572 5.9 % 100.0 % Net Loan Portfolio AtJune 30, 2015, net loans totaled Bs 251,400 million, up Bs 54,018 (27.4 %) from Bs 197,382 million in December 2014. The most significant variations for this item during the period, taken individually by subsidiary, are as follows: Jun. 2015 Vs. Dec. 2014 June 30 December 31 2015 2014 Increase/ (Decrease) 214,849,226 162,619,332 52,229,893 32.1 % 5,525,072 5,250,102 (In thousands of Bs, except percentages) Mercantil Banco Universal Mercantil Commercebank Bs US$ 274,969 5.2 % The ratio of past-due and nonperforming loans to gross loans is 0.2 % (0.3 % at December 31, 2014). The ratio by subsidiary is as follows: • Mercantil Banco Universal 0.2 % compared with 0.4 % for the Venezuelan financial system. • Mercantil Commercebank, N.A. 0.2 %, a ratio that improved compared to 0.3 % in December 2014. Non-accrual loans amounted to 1.2 % of total loans (0.8 % at December 31, 2014). At June 30, 2015, 99.6 % of Mercantil’s loan portfolio is outstanding. The allowance for losses on loan portfolio covers 1,378.7 % of past-due and nonperforming loans (1,186.9 % at December 31, 2014); this indicator is 1,569.5 % at Mercantil Banco Universal (1,352.7 % at December 31, 2014) and 524.7 % at Mercantil Commercebank (444.1 % at December 31, 2014). Net Loan Portfolio by Business Segment Bs 251,400 million June 2015 Jun-2015 Dec-2014 Jun-2014 Large Corporations 19 % 21 % 25 % Small and Medium Enterprise 46 % 45 % 44 % Individuals 35 % 34 % 31 % 38 Annual Report Compulsory Percentage of Mercantil Banco Universal Loan Portfolio by economic sector and interest rates June 2015 % reached % required 27.7 1 23.0 Calculated on the gross loan portfolio at 12/31/2014, distributed as follows: 7.6 % for home purchase, 0.4 % for self-construction, improvements and expansion, and 12 % for self-construction of main dwellings, from the latter 9.0 % should be allocated for the purchase of bonds and 3.0 % for construction. Annual Compliance. 7.6 - Microcredits 3 % calculated on the gross loan portfolio at 4.1 3.0 3.7 1 2.0 13.6 - Sector Agriculture Mortgage Percentages of Compliance Calculated on the average gross loans at 12/31/2014 and 12/31/2013. Monthly compliance. Maximum per customer 5 % of the current portfolio. It requires a minimum number of new clients (10 %). Additionally, the portfolio must be quarterly classified among areas: strategic sectors (75 %), non-strategic sectors (5 %), agribusiness investment (15 %) and trading (5 %), according to the Ministery of Agriculture and Lands. 20 % of the portfolio must be allocated to medium and long-term credits. 12/31/2014. Monthly Compliance. Tourism Calculated on the average gross loans at 12/31/2014 and 12/31/2013. The Tourism Ministry set in 4.25 % the percentage that full-service banks have to earmark to the tourism sector in 2015. Compliance must be achieved at 12/31/2015. Calculated on the gross loan portfolio at 12/31/2014. Manufacturing The percentage of compliance must be earmarked to strategic development sectors in 60 % and to the financing of SME, joint ventures, community and state-owned companies in 40 %. June 2015 Interest rates in force Set weekly by the Venezuelan Central Bank. At 06/30/2015 this is 13 %. Set by the Housing and Habitat Ministry. Set in accordance with family income of debtors, ranging between 4.66 % and 10.66 %. Within minimum and maximum rates established by the Venezuelan Central Bank. At 06/30/2015 the rate cannot be higher than 24 %. The Venezuelan Central Bank establishes a preferential rate for the sector on a monthly basis. As of 06/30/2015, the maximum rate is 10.38 % and, in some cases, could be decreased in 3bps (minimum 7.38 %) in accordance with the Law for Tourism Loans. Set by the Venezuelan Central Bank at 18 %. For SME, state-owned industries, community industries and joint ventures, the applicable interest rate may not exceed 90 % of the rate set by the Venezuelan Central Bank. At 06/30/2015 this is equivalent to 16.2 %. 1 Includes Bs 1,357 million in Agricultural Bonds issued by the Venezuelan State and state-owned Entities valid for the compulsory agricultural portfolio; and Bs 207 million in Class "B" shares of the company guaranteeing the loans of tourism SMEs "Sociedad de Garantías Recíprocas para la Pequeña y Mediana Empresa," applicable for compliance with the tourism portfolio. Loan Portfolio, gross Classified by Status June 30 2015 Semester Ended (In thousands of Bs except percentages) Current Restructured Past Due In Litigation December 31 % 2014 bolivars bolivars 258,024,429 524,493 559,003 19 259,107,944 99.6 202,742,735 0.2 500,986 0.2 530,681 0.0 8,618 100.0 203,783,020 Servicios Financieros 39 June 30 % 2014 % bolivars 99.5 0.2 0.3 0.0 100.0 160,524,257 540,771 588,802 28,105 161,681,935 99.3 0.3 0.4 0.0 100.0 Deposits At June 30, 2015 deposits reached Bs 379,040 million, which represents 28.6 % more than the Bs 294,675 million registered in December 2014. Demand deposits were the main component of total deposits and reached Bs 261,598 million, up 33.9 % compared to December 2014, representing 69.0 % of total deposits. Savings deposits increased Bs 16,593 million (18.2 %) and time deposits Bs 1,595 million (19.5 %) over the same period. The most significant variations for this item during the period, taken individually by subsidiary, are as follows: Jun. 2015 Vs. Dec. 2014 June 30 December 31 2015 2014 337,974,830 6,368,428 253,709,187 6,294,880 (In thousands of Bs, except percentages) Mercantil Banco Universal Mercantil Commercebank Bs Us$ Increase/ (Decrease) 84,265,643 73,548 33.2 % 1.2 % Deposits by Business Segment Bs 379.040 million June 2015 Jun-2015 Dec-2014 Jun-2014 26 % Large Corporations 25 % 26 % Small and Medium Enterprise 28 % 26 % 26 % Individuals 47 % 48 % 48 % Shareholder’s Equity At June 30, 2015, shareholders' equity was Bs 37,831 million, 16.2 % up from Bs 32,554 million in December 2014. This increase mainly includes Bs 6,962 million in net income for the first half of 2014, and Bs 1,650 million reduction corresponding to dividends. Capital Ratios Mercantil’s Equity/Assets ratio at June 30, 2015 is 8.2 % and its Equity/Risk-Weighted Assets ratio is 13.4 %, based on the standards of the National Securities Superintendency (Superintendencia Nacional de Valores - SNV), (9.2 % and 15.2 % at December 31, 2014). • At June 30, 2015, Mercantil Banco Universal’s Equity/Assets ratio is 9.4 % and its Equity/Risk-Weighted Assets ratio is 14.1 % (9.7 % and 16.5 % at December 31, 2014, respectively), in accordance with the requirements of the Superintendency of Banking Sector Institutions (Superintendencia de las Institutiones del Sector Bancario) in Venezuela. • Mercantil Commercebank, N.A., based on the standards of the U.S. Office of the Comptroller of the Currency (OCC), at June 30, 2015 the Equity/Assets ratio is 9.3 % and the Equity/Risk-Weighted Assets ratio is 12.6 % (9.3 % and 13.3 % at December 31, 2014, respectively). The equity ratios of Mercantil and its subsidiaries exceed the regulatory minimums. 40 Annual Report Income Statement The main variations between the figures for June 30, 2015 and June 30, 2014 are summarized below: Financial Margin Semester ended (In thousands of Bs, except percentages) June 30 December 31 2015 2014 bolivars bolivars Jun. 2015 Vs. Dec. 2014 Jun . 2015 Vs. Jun. 2014 Increase/ 2014 (Decrease) bolivars bolivars % Increase/ (Decrease) bolivars % June 30 Interest Income 23,480,008 17,729,262 12,410,836 5,750,746 32.4 11,069,172 89.2 Interest Expense (6,545,394) (5,375,944) (3,809,445) 1,169,450 21.8 2,735,949 71.8 Net Interest Income 16,934,614 12,353,318 8,601,391 4,581,296 37.1 8,333,223 96.9 Allowance for losses on loan Portfolio and provision for commissions receivable (1,659,640) (1,938,631) (934,950) (278,991) (14.4) 724,690 77.5 Net Financial Margin 15,274,974 10,414,687 7,666,441 4,860,287 46.7 7,608,533 99.2 Net Interest Income Net Interest Income during the first half of 2015 was Bs 16,935 million, 96.9 % higher than the Bs 8,601 million reached in the first half of 2014. This increase is mainly due to the growth of financial assets and liabilities. Interest income was Bs 23,480 million, which reflects 89.2 % increase compared to the first half of the previous year, resulting from 111.6 % growth in income from the loan portfolio. Interest expenses reached Bs 6,545 million, 71.8 % more than in the first half of 2014. The financial intermediation ratio (loans to deposits) was 68.4 % at the close of June 2015 and 68.5 % at June 2014. • Mercantil Banco Universal reached Bs 16,040 million, up 105.0 % compared to the first half of the previous year, which amounted to Bs 7,823 million, mainly due to the increase in financial assets and liabilities. The financial intermediation ratio was 64.7 % in June 2015 and 63.2 % in June 2014. • Mercantil Commercebank, N.A. achieved US$ 84 million, 17.4 % up from US$ 71 million registered in the first half of the previous year. The Bank continues to hold a significant portion of its assets, US$ 2,379 million (more than 29 %), in short-term investments and securities issued by the U.S. government or U.S. government-sponsored agencies. This high level of liquidity has continued to allow the Bank ample flexibility to increase its credit operations. Mercantil’s net interest income/average financial assets ratio at June 30, 2015 was 11.3 %, in comparison with the same period of 2014, when it was 8.5 %. Evolution of Net Interest Income 11.3 % 20,000 11.5 % (in millions of Bs) 18,000 10.5 % 16,000 9.3 % 14,000 12,000 9.5 % 8.8 % 8.5 % 8.5 % 8.5 % 10,000 8,000 7.5 % 6,000 4,000 2,000 6.5 % 5,656 7,612 1H 2013 2H 2013 8,601 12,353 16,935 2H 2014 1H 2015 - Net Interest Income Net Interest Income / Average Financial Assets 5.5 % 1H 2014 Servicios Financieros 41 Loan Portfolio Provision During the first half of 2015, loan loss provisions were Bs 1,660 million, up 77.5 % from Bs 935 million in the first half of 2014, bringing the accumulated provision to Bs 7,707 million at the close of June 2015. This represents 3.0 % of Mercantil’s gross loans (3.1 % at December 31, 2014) and 1,378.7 % coverage of past-due and nonperforming loans (1,186.9 % at December 31, 2014). • Mercantil Banco Universal registered Bs 1,612 million in loan loss provisions in the first half of 2015 (Bs 886 million in the first half of 2014) aimed mainly at provisions related to the construction and service sectors, resulting from loan portfolio growth during the sixmonth period. At June 30, 2015, the accumulated loan portfolio provision was Bs 7,159 million, which represents 1,569.5 % coverage of past-due and nonperforming loans (931.3 % at June 30, 2014). The ratio of Past-due and Nonperforming Loans to Gross Loans decreased from 0.4 % in June 2014 to 0.2 % in June 2015. • Mercantil Commercebank, N.A. registered US$ 6 million in loan loss provision during the first half of 2015, . At June 30, 2015, the accumulated provision for the loan portfolio was US$ 72 million and covers 524.7 % of past-due and nonperforming loans (369.4 % at the close of June 2014). (in millions of Bs) Loan Portfolio Evolution 260,000 240,000 220,000 200,000 180,000 160,000 140,000 120,000 100,000 80,000 60,000 40,000 20,000 0 3.1 % 3.3 % 3.0 % 3.1 % 3.0 % 0.9 % 0.5 % I Half 2013 II Half 2013 0.4 % I Half 2014 0.3 % II Half 2014 0.2 % 4.4 % 4.0 % 3.6 % 3.2 % 2.8 % 2.4 % 2.0 % 1.6 % 1.2 % 0.8 % 0.4 % 0.0 % I Half 2015 Loan Portfolio Past due and non-performing loans Loan Portfolio Provision / Gross Loan Portfolio Past due and non-performing loans / Gross Loan Portfolio 42 Annual Report Commissions, Other Income and Insurance Premiums, Net of Claims Commissions, Other Income and Insurance Premiums Net Financial Margin Jun. 2015 Vs. Jun. 2014 Increase/ (Decrease) bolivars % Increase/ (Decrease) bolivars % December 31 June30 2015 2014 2014 bolivars bolivars bolivars 15,274,974 10,414,687 7,666,441 4,860,287 46.7 7,608,533 5,949,807 4,944,737 3,317,555 1,005,070 20.3 2,632,252 79.3 1,676,555 1,234,778 926,300 441,777 35.8 750,255 81.0 22,901,336 16,594,202 11,910,296 6,307,134 38.0 10,991,040 92.3 Commissions and Other Income Insurance Premiums, Net of Claims Operating Income Jun. 2015 Vs. Dic. 2014 June 30 Semester ended (In thousands of Bs, except percentages) 99.2 Commissions and Other Income in the first half of the year totaled Bs 5,950 million, reflecting Bs 2,632 million (79.3 %) year-on-year increase from Bs 3,318 million. This increase is mainly due to: • Bs 2,572 million (84.4 %) growth in earnings from activities such as commissions on the use of debit and credit cards, income from financing insurance policies, as well as other commissions on customer operations. • Bs 61 million (22.6 %) increase in earnings from securities trading activities. Insurance premiums, net of commissions, reinsurance and claims totaled Bs 1,677 million in the first half of 2015, reflecting 81.0 % increase compared with Bs 926 million in the first half of 2014. Net collected premiums in the first half of 2015 totaled Bs 14,254 million, which represents a year-on-year increase of Bs 7,338 million or 107.5 %. This growth was mainly in the health (80.9 %) and automobile (134.9 %) businesses. Mercantil Seguros is the country’s second largest insurance company in terms of net collected premiums, with a market share of 12.6 % at the close of June 30, 2015. Claims and administrative expenses totaled Bs 9,315 million, reflecting a year-on-year increase of Bs 4,599 million (97.5 %). The claims ratio was 66.1 % in the first half of 2015 (62.1 % at June 30, 2014). Servicios Financieros 43 Operating Expenses Operating Expenses Net Income Semester ended (In thousands of Bs, except percentages) Jun. 2015 Vs. Dec. 2014 Jun. 2015 Vs. Jun. 2014 Increase/ (Decrease) bolivars % Increase/ (Decrease) bolivars % June30 December 31 June 30 2015 2014 2014 bolivars bolivars bolivars Earnings from Financial Operation 22,901,336 16,594,202 11,910,296 6,307,134 38.0 10,991,040 Operating Expenses (9,028,712) (7,485,023) (4,981,344) 1,543,689 20.6 4,047,368 81.3 Personal Expenses (4,501,073) (3,492,659) (2,781,564) 1,008,414 28.9 1,719,509 61.8 Taxes (Current and Deferred) (2,405,882) 268,027 (171,579) 2,673,909 (997.6) (3,877) (4,098) (1,869) (221) (5.4) 2,008 107.4 6,961,792 5,880,449 3,973,940 1,081,343 18.4 2,987,852 75.2 Minority Interest Net Income for the Period 92.3 2,234,303 1,302.2 During the first half of 2015, Operating and Personnel Expenses registered a year-on-year increase of 74.3 % (Bs 5,767 million), due mainly to: • Bs 1,720 increase in personnel expenses, reflecting a year-on-year rise of 61.8 %. This increase in expenses is mainly due to the application of compensation policies and benefits consistent with the market. Assets per employee at Mercantil Banco Universal rose from Bs 30.9 million in 2014 to Bs 52.0 million in 2015. At Mercantil Seguros, net earned premiums per employee rose from Bs 4.3 million in 2014 to Bs 9.6 million in 2015. In the case of the overseas business, assets per employee amounted to US$ 8.5 million in 2015, similar to the same last period. • Bs 2,289 million (80.3 %) increase in expenses from commissions on the use of the pointof-sale and ATM network. • Bs 1,009 million (69.6 %) increase in expenses for contributions to regulatory agencies. • Bs 750 million (109.7 %) rise in depreciation, property and equipment expenses, amortization of intangibles and others. • Bs 2,234 million rise in income tax, mainly due to the exclusion of the financial and insurance activities from the adjusted for inflation system as a result of changes in Venezuelan fiscal regulations. The efficiency ratio measured by calculating operating expenses as a percentage of average assets was 5.6 % in June 2015, compared with 4.8 % in June 2014. The ratio of operating expenses to total revenue was 45.1 % in June 2015 (49.2 % in June 2014). Personnel and Operating expenses are affected by inflation in Venezuela, estimated at 105.4 % over the last 12 months at the close of June 30, 2015 (Source: Consensus Economics). 44 Annual Report Taxes and Contributions For the half-year period ended June 30, 2015, Mercantil and its subsidiaries reported significant expenses for various kinds of taxes and contributions. Operations in Venezuela generated the following expenses: Bs 2,361 million in estimated corporate income tax payable, which includes Bs 266 million in deferred corporate income tax; Bs 376 million in value added tax; Bs 729 million in municipal taxes; Bs 1,875 million in contributions to the Deposit Guarantee Fund (Fondo de Protección Social de los Depósitos Bancarios - FOGADE); Bs 205 million in contributions to the Superintendency of Banking Sector Institutions (Superintencia de las Instituciones del Sector Bancario) Bs 357 million in contributions to the Superintendency of Insurance Activity (Superintencia de la Actividad Aseguradora); and Bs 296 million in contributions to the National Community Council Fund (Servicio Autónomo Fondo Nacional de los Consejos Comunales - SAFONACC). Operations overseas registered the following expenses: Bs 45 million in expenses for corporate income tax payable which included Bs 1 million in tax on deferred income, Bs 7 million in municipal taxes and other contributions, and Bs 21 million for contributions to regulatory agencies. Mercantil Servicios Financieros and its subsidiaries also complied with other compulsory contributions provided for under the applicable legislation. Total contributions to the various official entities both in Venezuela and abroad account for 25.6 % of Mercantil's expenses which, combined with corporate income tax, make up 42.4 % of those expenses (28.6 % and 30.5 % at June 30, 2014, respectively). Servicios Financieros 45 Summary of the Accounting Principles used to prepare the Financial Statements Financial statements are presented in accordance with the accounting standards of the National Securities Superintendency (SNV), in bolivars. A summary of some of the main accounting principles applied is given below: fixed and other assets are shown at their inflation-adjusted value up to December 31, 1999. The market value determined by independent assessments is higher than the inflation cost adjusted for inflation indicated above. New additions are being recorded at their acquisition value. Investment Portfolio Securities Held for Trading - Unrealized gains or losses resulting from differences in market value due to market fluctuations are included in the results for the period. Available-for-Sale Securities – Recorded at their market value. Unrealized gains or losses resulting from differences in market value and exchange rate fluctuations are included in shareholders’ equity. Held-toMaturity Securities – Recorded at their acquisition cost, adjusted for amortization of premiums or discounts. For all portfolio investments, permanent losses in market value are recorded as a charge to income in the period in which they occur. Permanent investments – are investments that represent 20 % to 50 % stock ownership. Those greater than 50 % are recorded as an equity interest and consolidated, except when control is likely to be temporary. Loan Portfolio Assets and Liabilities in foreign currency Mercantil applies the controlled official exchange rate of Bs 6.2842 / US$ 1 for the translation of the foreign currency balances of its subsidiaries in Venezuela and the financial statements of its subsidiaries abroad. The effects of foreign exchange rate fluctuations are recorded in the results, with the exception of foreign exchange rate fluctuations of available-forsale debt investments and trading portfolio of shares included in equity. Differences between the accounting standards of the National Security Superintendency and Superintendency of Banking Sector Institutions (SUDEBAN) Las principales partidas de conciliación entre las normas SNV anteriormente expuestas y las normas SUDEBAN para Mercantil Servicios Financieros, son las siguientes: Loans are classified as overdue 30 days after their maturity. Allowances for loan portfolio losses are determined through a collectability assessment that quantifies the amount that must be set aside for each loan. These assessments take into account such aspects as economic conditions, credit risk by customer, credit history and the collateral received. When assessing loans for small amounts of the same nature, these are grouped together to determine the provisions required. • Amortization of premiums or discounts of securities carried out on a straight-line basis under SUDEBAN standards and in accordance with the constant amortization rate under SNV standards. Recognition of income and expenditure Differences between the accounting standards of the National Security Superintendency and IFRS Income, costs and expenses are recorded as they are earned or incurred. Interest earned on past-due loan portfolios is recorded as income when collected. Fluctuations in the market value of derivatives are recognized as income in the period in which they occur. Insurance premiums are recorded as income when earned. Consolidation The cconsolidated financial statements include the accounts of Mercantil and its more than 50 % -owned subsidiaries and other institutions in which Mercantil has a controlling interest. Inflation Adjustment According to SNV standards, Mercantil’s financial statements, as of December 31, 1999 must be presented in historic figures. Since then Mercantil has ceased to adjust for inflation in its primary financial statements. As a result, 46 Annual Report • Foreign exchange rate fluctuations are recorded in the results, with the exception of those that SUDEBAN indicates to be included in equity and are subsequently recorded in the results when SUDEBAN authorized. The main accounting differences for Mercantil Servicios Financieros between the SNV standards indicated above and IFRS are: • Deferred Income Tax: IFRS allows deferred tax to be recognized for the total amount of loan portfolio loss allowances, while SNV standards only allow recognition of allowances for loans classified as high risk and unrecoverable. • Provision for assets received in lieu of payment: SNV standards stipulate a 100 % allowance for real property received in lieu of payment after one year from the date of incorporation; under IFRS no amortization deadlines are established. • Foreign Currency: The balances in foreign currency are valued according to the best estimates of expected future cash flow of bolivars using legally established procedures. Performance of Subsidiaries Mercantil’s global business includes the company’s operations in Venezuela and abroad. Its results are explained in the Management Consolidated Financial Statement Review chapter. A summary of Mercantil’s operations carried out through each subsidiary by June 30, 2015, prepared in accordance with the accounting standards of the National Securities Superintendency (Superintendencia Nacional de Valores - SNV) is presented below. Mercantil Servicios Financieros (1) (In thousands of Bs.) as of June 30, 2015 Shareholders’ Equity Bs 37,830,808 Equity Mercantil, C.A. Banco Universal Bs 39,989,955 Main Activity Venezuelan Universal Bank Main Subsidiaries Mercantil Commercebank Florida BanCorp Bs 4,123,710 Other Banks Overseas Bs 1,680,255 Mercantil Seguros, C.A. Bs 5,319,363 Mercantil Merinvest, C.A. Bs 321,270 Commercial Bank, Brokerage and Trust Services in the US International Bank Insurance in Venezuela Investment Banking, Mutual Funds, Trading & Brokegare Mercantil Commercebank N.A. Mercantil Bank (Schweiz), AG. Mercantil Seguros Panamá, S.A. Mercantil Merinvest Casa de Bolsa, C.A. Mercantil Commercebank Investment Services (MCIS) Mercantil Bank and Trust Limited (Cayman) Mercantil Commercebank Trust Company (MCTC) Mercantil Bank (Curaçao) NV Bs Others 195,001 Other Non Financial Bussinesses Mercantil Servicios de Inversión, C.A. Mercantil Sociedad Administradora de Entidades de Inversión Colectiva, C.A. Mercantil Capital Markets (Panamá) Mercantil Bank (Panamá) S.A. Total (In thousand of Bs) 1 (1) Total Assets Investment Loan Portfolio, Net Deposits Net Income for the Semester 382,419,580 54,203,133 214,848,791 337,295,767 51,225,912 13,966,145 34,720,656 39,346,855 3,978,478 1,683,028 1,831,030 2,397,473 20,563,174 11,609,887 - 179,146 112,303 - 716,146 50,122 - 459,082,436 81,624,618 251,400,477 379,040,095 6,188,361 65,108 (58,310) 530,164 31,539 204,930 6,961,792 Number of Employees 7,355 962 123 1,492 47 30 10,009 In accordance with the standards of the National Securities Superintendency. Figures net of elimination resulting from the consolidation process. Servicios Financieros 47 Comments and a summary of the financial statements of Mercantil’s main subsidiaries are presented below, based on the accounting standards applicable to each of them. This explains why they differ from the consolidated information presented according to the accounting standards of the National Securities Superintendency (Superintendencia Nacional de Valores). Mercantil C.A., Banco Universal is presented in accordance with the standards of the Superintendency of Banking Sector Institutions (Superintencia de las Instituciones del Sector Bancario); Mercantil Commercebank Florida Bancorp, according to US GAAP; Mercantil Seguros, C.A., in line with the standards of the Superintendency of Insurance Activity (Superintencia de la Actividad Aseguradora). Mercantil Banco Universal During the first half of 2015, Mercantil Banco Universal's total assets grew Bs 94,886 million (33.0 %), net loan portfolio increased Bs 52,229 million (32.1 %) and total deposits grew Bs 84,819 million (32.9 %). Loan portfolio quality remains favorable, with a ratio of past-due and nonperforming loans to gross loans of 0.2 %, compared to 0.4 % for the Venezuelan financial system as a whole. The loan portfolio provision covers 1,569.5 % of past-due and nonperforming loans (1,352.1 at December 31, 2014). At June 30, 2015, the Mercantil Banco Universal subsidiary ranks third in the Venezuelan private financial system in terms of total assets with 11.4 % of the market. The leading institution has a 20.0 % share, with Venezuela’s four main banks accounting for 58.2 % of the total for the financial system. Mercantil Banco Universal is the leading bank in Venezuela's private financial system in terms of savings deposits and loans to the tourism, manufacturing and agricultural sectors with market shares of 21.3 %, 14.5 %, 14.9 % and 13.5 %, respectively. The bank also ranks second in terms of gross loans, mortgage loans, as well as in total deposits plus other demand liabilities with market shares of 13.3 %, 6.6 % and 11.4 %, respectively. At June 30, 2015 Investments in Securities totaled Bs 53,973 million, reflecting Bs 9,450 million (21.2 %) growth compared to December 2014. At June 30, 2015 investments in securities are made up of 91.5 % in securities issued or guaranteed by the Venezuelan State and Government Entities; 7.3 % in short-term certificates of deposit issued by the Venezuelan Central Bank (Banco Central de Venezuela) with maturities under 60 days; 1.0 % in securities issued by the Venezuelan and international private sectors, and 0.2 % in securities issued by U.S. government-backed agencies and the government, and others. Shareholders’ equity grew Bs 3,920 million (16.2 %) compared to December 2014 reaching Bs 28,176 million at the close of June 2015. This increase mainly includes a net cumulative result of Bs 5,982 million in the first half of 2015; a reduction of Bs 2,010 million corresponding to cash dividends paid out and Bs 52 million decrease from recording available-for-sale investments at their market value. The equity/assets ratio as of June 30, 2015 is 9.4 %1 (minimum requirement 9 %) and the equity/risk-weighted assets ratio is 14.1 % (minimum requirement 12 %), according to the (1) Obtained by dividing equity by total assets minus investments in securities issued or guaranted by the Venezuelan goverment or public entities. As of March 2015, 50 % of the funds held by the Central Bank of Venezuela (reserve requirements) are also deducted. 48 standards of the Superintendency of Banking Sector Institutions (Superintencia de las Instituciones del Sector Bancario). Annual Report Net income in the first half of 2015 was Bs 5,982 million, reflecting Bs 2,477 million (70.7 %) yearon-year increase. This variation is due mainly to: Bs 8,259 million (108.1 %) increase in net interest income, attributed Evolution of Net Interest Income mainly to a higher volume of financial assets and liabilities. 18,000 15.0 % (in millions of Bs) 14,000 10.9 % 10.9 % 10.8 % 12.0 % 9.0 % 10,000 8,000 6.0 % 3.7 % 3.5 % 3.3 % 3.0 % 4,869 6,777 1H 2013 2H 2013 the same period of the previous year. Bs 726 million (81.3 %) growth of expenses for nonperforming loans, 3.7 % 3.3 % 4,000 2,000 financial assets) at June 30, 2015 was 13.0 % compared to 9.8 % in 9.8 % 12,000 6,000 Mercantil's net interest margin (net interest income/average 13.0 % 16,000 7,637 11,497 15,896 1H 2014 2H 2014 1H 2015 a Bs 1,034 million (80.3 %) increase in earnings from commissions on debit and credit cards, net of commissions for the use of the 0 0.0 % point-of-sale and ATM network, generated by a higher annual volume of transactions during the six-month period, Bs 47 million Net Interest Margin Operating Expenses / Average Total Assets (14.4 %) increase in net earnings from the sale of investments in Net Interest Income securities as a result of trading Venezuelan government securities, an activity that totaled Bs 376 million in net earnings in the first half of 2015 and Bs 581 million (231.6 %) increase in expenses from available-for-sale assets, expenses from provision for other assets and operating expenses, among other. Operating expenses rose Bs 3,633 million (78.5 %) compared to the first half of 2014, mainly due to Bs 1,310 million (69.1 %) increase in personnel expenses as a result of the application of compensation and benefits policies according to the market; Bs 802 million (62.8 %) increase in contributions to regulatory agencies; and Bs 1,521 million (104.6 %) increase in general and administrative expenses. This increase is primarily due to Bs 498 million (92.8 %) in expenses to outsource services such as securities transportation, surveillance, among others, Bs 734 million (145.0 %) in expenses for depreciation of property and equipment, amortization of intangibles and others, Bs 194 million (77.7 %) in taxes and contributions, and Bs 95 million (58.8 %) in other general administrative expenses. An additional expense was Bs 1,977 million increase in income tax, due mainly to the exclusion of financial activities from the adjusted for inflation system as a result of changes in Venezuelan fiscal regulations. Mercantil Banco Universal has paid out taxes and other fiscal contributions according to the legal regulations in force, for Bs 5,710 million, representing 42.2 % of operating expenses. Mercantil Banco Universal, Consolidated June 30 December 31 June 30 2015 2014 2014 bolivars bolivars bolivars 382,778,560 287,892,974 224,959,269 53,972,774 44,523,248 46,794,136 214,848,791 162,619,332 123,279,963 Semester ended (In thousands of Bs) Total Assets Investments in Securities Loan Portfolio, Net Deposits 342,902,062 258,083,275 202,014,410 Equity 28,176,012 24,255,805 18,263,252 Net Earnings for the Period 5,982,226 5,925,763 3,504,897 Historic figures presented in accordance with the National Securities Superintendency. Servicios Financieros 49 Mercantil Commercebank Florida Bancorp At June 30, 2014 Mercantil Commercebank Florida Bancorp registered US$ 8,202 million in total assets, 3.7 % year-on-year increase. The investment portfolio reached US$ 2,158 million, compared to US$ 2,229 Assets Quality Ratios million at the close of December 2014. At June 30, 2015, 3% 12.2 % 9.3 % 2% 9.5 % government or U.S. government-backed agencies, securities issued by the private sector and securities 7.7 % 8% 1.4 % 1.4 % 1.2 % 1.1 % 0.7 % 1.0 % 0.8 % 0% Dec-13 Jun-14 Dec-14 issued by the Venezuelan government, which account for 6% 1.2 % 1.2 % Jun-13 the portfolio is made up of instruments issued by the U.S. 12 % 10 % 1.6 % 1% 14 % 12.1 % 4% 64.7 %, 34.9 % and 0.4 %, respectively. Net loans 2% registered US$ 5,527 million, up 5.6 % at the close of 2014. 0% Total deposits at June 30, 2015 were US$ 6,357 million, Jun-15 representing 1.3 % growth compared to December 31, Non Accrual / Gross Loans Total Class Loans / Gross Loans Total Class Loans + Oreo / Tier 1 + Allowance for loan losses 2014. Shareholders' equity at the close of June 30, 2015 was US$ 682 million, representing 0.7 % growth compared to December 31, 2014 when it totaled US$ 677 million. This Mercantil Commercebank Florida BanCorp, Inc Consolidated variation is mainly due to US$ 10 million in net income June 30 December 31 June 30 2015 2014 2014 US$ US$ US$ Total Assets 8,202 7,912 7,476 Mercantil Commercebank Florida Bancorp registered Investments in Securities 2,158 2,229 2,096 US$ 10 million in net income at June 30, 2015, similar to the net income of the first half of 2014. The net earnings Semester ended (In thousands of Bs) Loan Portfolio, Net 5,527 5,233 5,007 Deposits 6,357 6,277 5,799 682 677 671 10 13 10 Equity Net Earnings for the Period for the period and US$ 5 million decrease from adjusting available-for-sale investments to their market value. of its main subsidiary Mercantil Commercebank, N.A., was US$ 12 million in the first half of 2015 versus the US$ 13 million registered in the same period of 2014. This Figures according to the accounting principles generally accepted in the United States (USGAAP). variation is mainly due to the increase in net income of US$ 12 million, the US$ 3 million increase in the loan loss provisioning requirement, US$ 5 million increase in commissions and other income, and US$ 14 million increase in operating and personnel expenses; these expenses are related to the regulations associated with the Bank Secrecy Act (BSA) for banks operating in the United States. The ratio of non-accrual loans to total loans was 1.2 % in June 2015, versus 1.0 % at the close of June 2014. Mercantil Commercebank N.A.’s main capital adequacy indicators are 9.3 % equity/assets, and 12.6 % equity/risk-weighted assets, in accordance with the standards of the Office of Comptroller of the Currency - OCC. 50 Annual Report Mercantil Seguros In the first half of 2015, the collected premiums registered 107.6 % year-on-year growth to Bs 14,254 million, reflecting an outstanding effort of the company’s sales force. At June 30, 2015, Mercantil Seguros was the country’s second insurance company in terms of net collected premiums, with 12.6 % of the insurance market. Total assets at June 30, 2015 were Bs 21,465 million, 32.2 % more than at December 31, 2014. Shareholders’ equity was Bs 5,497 million at June 30, 2015, 0.8 % up from the close of December 2014, which means that the company has a margin of solvency that complies with the regulations in force. The figures presented include all the mandatory and voluntary reserves required to guarantee the company’s operations, including outstanding claims reserves and end-ofperiod payments. Guarantees and reserves totaled Bs 13.341 million and reflect 52.6 % growth compared to the close of December 2014. At the close of June 30, 2015 the Company’s investment portfolio totals Bs 15,992 Net Collected Premiums and Technical Result2 million, 19.7 % more than at the close of December 31, 2014. Total investments representing technical reserves were Bs 12,882 million, 30.7 % up from December 31, 2014, with sufficient liquidity levels being maintained to diligently meet commitments with insured, insurance advisers and reinsurers. 100 % 98.2 % 97.6 % 98 % 94.2 % 95.9 % Net collected premiums for the individual business lines grew from Bs 3,561 95.3 % 96 % 94 % 14,254 92 % 90 % 10,639 to 124.6 % growth of the health and automobile businesses. 88 % 86 % 84 % 5,905 million in the first half of 2014 to Bs 7,999 million at June 30, 2015, mainly due 6,866 Net collected premiums for the collective business lines grew from Bs 2,874 4,472 82 % 80 % I Half 2013 II Half 2013 I Half 2014 Premiums Received Net Combined Operating Ratio II Half 2014 I Half 2015 million at June 30, 2014 to Bs 5,413 million at June 30, 2015, with 88.3 % growth. This segment accounts for a significant proportion of the company's portfolio, with a 38.0 % share. The technical result1 at June 30, 2015 was Bs 201 million, with a combined operating ratio2 of 98.2 %. Net income for the first half of 2015 registered Bs 978 million, 61.8 % up from the first half of 2014. Mercantil Seguros, C.A. Semester ended (In thousands of Bs) June 30 December 31 June 30 2015 2014 2014 bolivars bolivars bolivars Total Assets 21,464,971 16,233,747 12,152,427 Investments in Securities 15,991,966 13,364,999 10,047,866 5,496,522 5,451,630 3,914,573 977,875 1,009,500 604,193 14,253,705 10,638,700 6,865,700 Equity Net Earnings for the Period Net Premiums Historic figures presented in accordance with the standars of the Superintendency of Insurance Activity. (1) Technical result = Earned Premiums - Incurred claims - Commissions - Administrative expenses. (2) Combined Operating Ratio (COR) = Claims + Commissions + Administrative expenses + Contributions / Earned Premiums. Servicios Financieros 51 Other Subsidiaries of Mercantil Servicios Financieros The subsidiaries of Mercantil Servicios Financieros include a brokerage company, a mutual funds and investment portfolio management company which are consolidated with Mercantil Merinvest, C.A., as well as other overseas banks, and other non-financial subsidiaries in Venezuela, as listed below: • Mercantil Merinvest, C.A., Bs 375 million in total consolidated assets at June 30, 2015, reflecting 55.2 % growth compared to December 31, 2014. This variation is reflected in the investments in securities, which grew 85.4 % compared to December 2014 to Bs 293million at the close of the first half of 2015. Semi-annual net income was Bs 32 million, reflecting 69.5 % year-on-year growth from Bs 19 million. This variation was mainly due to the rise in earnings from commissions on portfolio management, trading, among others. • At June 30, 2015, the total assets of Mercantil Bank (Schweiz) AG, which includes its Mercantil Bank and Trust Limited (Cayman) subsidiary, were US$ 261 million, reflecting 6.1 % decrease compared to December 31, 2014. Net income for the six-month period reached a US$ 0.5 million, similar to the net income registered at June 30, 2014. • At June 30, 2015 Mercantil Bank (Panamá) S.A. reported US$ 249 million in total assets, 3.9 % down from the close of December 2014. Net loans totaled US$ 119 million, reflecting US$ 8 million (7.6 %) increase compared to US$ 111 million for the previous six-month period. Deposits totaled US$ 202 million, 4.5 % less than US$ 211 million registered at the close of December 2014. Net income in the first half of the year totaled US$ 2.1 million loss, below US$ 5.7 million compared to US$ 3.6 million registered during the same period the previous year. The variation was mainly due to reduced earnings from trading securities in US$ 0.5 million during the first half of 2015 compared to US$ 7.4 million in the same period of 2014, and lower loan portfolio provision requirements from US$ 4.7 million in the first half of 2014 to US$ 1.5 million in the first half of 2015. • Mercantil Inversiones y Valores comprises Mercantil Servicios Financieros’ non-financial companies, such as Servibien, Arrendadora Mercantil and others investing in securities. At June 30, 2015, Mercantil Inversiones y Valores C.A. had Bs 84 million and Bs 82 million in consolidated assets and equity, respectively. 52 Annual Report Corporate Contacts Mercantil Servicios Financieros Av. Francisco de Miranda, entre Segunda y Tercera Transversal, Urb. Los Palos Grandes, Centro Comercial El Parque, Segunda y Tercera Etapa, P03, locales C-3-10 y C-3-11, Chacao, Caracas, Venezuela. Phone: (58-212) 287.8200 www.msf.com INVESTOR RELATIONS Av. Andrés Bello, N° 1, Edificio Mercantil 25th floor, Caracas 1050, Venezuela P.O. Box 789, Caracas 1010-A Phone : (58-212) 503.1335 Fax: (58-212) 503.1075 investors@msf.com CORPORATE COMMUNICATIONS Av. Andrés Bello, N° 1, Edificio Mercantil 14th floor, Caracas 1050, Venezuela P.O. Box 789, Caracas 1010-A Phone: (58-212) 503.1670 mcomunicacionesc@bancomercantil.com Subsidiaries MERCANTIL, C.A. BANCO UNIVERSAL Avenida Andrés Bello, N° 1 Edificio Mercantil Caracas 1050, Venezuela Phone: (58-212) 503.1111 Telex 27002/27003 BMERVC P.O. Box 789, Caracas 1010-A. Venezuela. mercan24@bancomercantil.com www.mercantilbanco.com @MercantilBanco Call Center: Phone: 0-500-600 2424/ 0-500-503 2424 (58-212) 600.2424 -(58-212) 503 2424 MERCANTIL, C.A. BANCO UNIVERSAL AGENCIA CORAL GABLES 220 Alhambra Circle, Coral Gables, Fl. 33134, U.S.A. Phone: (1-305) 460.8500 Fax: (1-305) 460.8595 Telex: 681278 BMER UW asala@mercantilcb.com MERCANTIL, C.A. BANCO UNIVERSAL CURAÇAO BRANCH Abraham Mendez Chumaceiro Boulevar 1 Willemstad, Curaçao. Netherlands Antilles Phone: (5999) 461.5000 Fax: (5999) 461.1974 fgirigori@bancomercantilcu.com www.mercantilbankcuracao.com REPRESENTATIVE OFFICES BOGOTÁ Edificio Interbolsa. La Cabrera Av. 82, Nº 12-18, Ofc. 805 Bogotá, Colombia Phone: (57-1) 635.0035 Fax: (57-1) 623.7701 jrequena2@mercantilcb.com MERCANTIL MERINVEST, C.A. Avenida Andrés Bello, N° 1 Edificio Mercantil, 24th floor. Caracas 1050, Venezuela Phone: (58-212) 503.2700 Fax: (58-212) 503.2757 www.mercantilmerinvest.com @MMerinvest LIMA Edificio Banco de Comercio Av. Canaval y Moreyra, Nº 452, 15th-17th floors San Isidro, Lima 27, Perú Phone: (511) 442.5100 Fax. (511) 442.5100 Ext. 237 rafael.alcazar@rebaza-alcazar.com MÉXICO Eugenio Sue N° 58, Colonia Polanco Chapultepec, Delegación Miguel Hidalgo C.P. 11560, México, D.F. Phone: (52-55) 5282.2300 Fax: (52-55) 5280.9418 mercvenmex@prodigy.net.mx MERCANTIL CAPITAL MARKETS (PANAMÁ), S.A. Edificio Torre de Las Américas Torre C, 25th floor, Punta Pacifica Panama City, Panama Phone: (507) 282 5800 contactenos@mercantilcmp.com www.mercantilcapitalmaketspanama.com SAO PAULO Av. Paulista, N° 1842, 3° andar, CJ. 37 Edf. Cetenco Plaza, Torre Norte-Cep 01310-200 Sao Paulo, SP, Brasil Phone: (55-11) 3285.4647 - 3284.0206 Fax: (55-11) 3289-5854 mercansp@uol.com.br MERCANTIL SEGUROS, C.A. Av. Libertador con calle Isaías “Látigo” Chávez, Edificio Mercantil Seguros, Chacao. Caracas 1060, Venezuela Phone: (58-212) 276.2000 Fax: (58-212) 276.2001 www.mercantilseguros.com @MercantilSeg NEW YORK 11 East 51st. Street, New York NY, 10022-5903, U.S.A. Phone: (1-212) 891.7400 Fax: (1-212) 891.7419 ljordan@bancomercantilny.com MERCANTIL SEGUROS PANAMÁ, S.A. Calle Punta Darién, Edificio Torre de las Américas Torre A, 14th floor, local 1403, Punta Pacífica Panama City, Panama. Phone: (507) 304 1150 www.mercantilseguros.com.pa MERCANTIL COMMERCEBANK N.A. 220 Alhambra Circle, Coral Gables, Fl. 33134, U.S.A. Phone: (1-305) 460.8701 Fax: (1-305) 460.4010 www.mercantilcb.com @MercantilCB (english) @MercantilCBesp (spanish) MERCANTIL BANK (PANAMÁ), S.A. Torres de las Américas, 14th floor, Torre A, Locales 1401-1402. Punta Pacífica P.O. Box 0819-05811. Panama City, Panama. Phone: (507) 282.5000 Fax: (507) 830.5963 contactenos_mbp@mercantilbankpanama.com www.mercantilbankpanama.com MERCANTIL COMMERCEBANK TRUST COMPANY, N.A. 220 Alhambra Circle, 11th floor, Coral Gables, Fl. 33134, U.S.A. Phone: (1-305) 441.5555 Fax: (1-305) 441.5560 www.mercantilctc.com MERCANTIL BANK & TRUST, LIMITED Harbour Place, 4th floor 103 South Church Street P.O. Box 1034 Grand Cayman, KY1-1102 Cayman Islands Phone: (1-345) 949-8455 Fax: (1-345)949-8499 MERCANTIL COMMERCEBANK INVESTMENT SERVICES, Inc. 220 Alhambra Circle, Penthouse, Coral Gables, Fl. 33134, U.S.A. Phone: (1-305) 460.8599 Fax: (1-305) 460.8598 www. mercantilcis.com MERCANTIL BANK (CURAÇAO) N.V. Abraham Mendez Chumaceiro Boulevar 1 Willemstad, Curaçao. Netherlands Antilles Phone: (5999) 461.5000 Fax: (5999) 461.1974 fgirigori@bancomercantilcu.com www.mercantilbankcuracao.com MERCANTIL BANK (SCHWEIZ) AG Kasernenstrasse 1 8004 Zurich, Switzerland Phone: (41) - 433 444 555 master Telefax: (41) - 433 444 550 www.mercantilbanksuiza.com Servicios Financieros 53 Promoting ecological awarenes and environmental advocacy In the U.S., Mercantil Commercebank created the Zoolens Photography Project, with the aim of promoting awareness of wildlife preservation among students in Miami-Dade County. The project which was launched in 2010 in partnership with Zoo Miami and the Zoological Society of Florida gets students involved, offering them a space for their creativity and bringing the community together through education and arts. In 2012, Zoolens was opened to all high school students in Miami-Dade. As part of the project, the schools with students earning prizes also receive financial support from the bank for their arts programs. In Venezuela, Fundación Mercantil and Mercantil Volunteers take part in various activities to promote environmental education. Together with Universidad Simón Bolívar, participate in the reforestation project for the La Mariposa reservoir basin, within the Caracas Metropolitan Area, where there is a forest with over 9,000 cultivated trees by Mercantil volunteers their families. Among other activities promoting environmental protection, Fundación Mercantil also supports the Audubon Conservation Society in creating the “Birds of Venezuela” app to promote the knowledge and protection of the national avifauna . Education: An alliance to growth with the community “Give Your School a Helping Hand” and the alliance with Fe y Alegría “Give Your School a Helping Hand” a program for educational support created by Mercantil, active for over 34 years, have developed in the last few years, a new impulse to consolidate the alliance between Fundación Mercantil’s and Fe y Alegría, founded 60 years ago deeply focused in the promotion of education, particularly in lower income areas, both rural and urban. The agreement focuses on the renovation, construction and maintenance of the infrastructure of educational centers. This alliance allows to consider the specific needs of each school, both a school of basic education and those that provide technical training with emphasis in agriculture, commerce or industry. “Give Your School a Helping Hand” has expanded through various areas in addition to the rehabilitation and maintenance of school infrastructure, throughout projects aimed to promote coexistence, youth leadership, healthy competition and entrepreneurship, applied at different levels and modalities through Fe y Alegría educational model. Other Institutions also receive support from Fundación Mercantil in order to develop school infrastructure and equipment projects; among them: Asociación Venezolana de Servicios de Salud de Orientación Cristiana (AVESOCC), Asociación Benéfica Cristiana Promotora de Desarrollo Integral (Prodein) and the Fundación El Albor. Support to students’ academic development programs in Universities Mercantil’s Social Commitment is extended to various national universities through different projects, such as scholarships, laboratory equipment, libraries, science centers, training programs, and rehabilitation of infrastructure projects. To be noted is the support to scholarship programs at the Universidad Católica Andrés Bello, Universidad Monteávila, Universidad Metropolitana, Universidad Central de Venezuela, and the Programa de Igualdad de Oportunidades (PIO) of Universidad Simón Bolívar. All of them are orientated to include students from low-income areas across de country into higher education. Servicios Financieros 55 Job and entrepreneurship training Entrepreneurship incentive is vital for social development, and Fundación Mercantil takes part through initiatives beginning over a decade ago, such as Fundación Ideas and Alianza Social VenAmCham with its RetoU program, which train entrepreneurs with appropriate tools and techniques for their projects, in order to turn them into successful businesses. In addition, Mercantil also promotes Social Entrepreneurship aimed to young people between 19 and 28 years old, fostering them devise and present projects orientated to solve problems associated with the United Nations Millennium Development Goals, or contribute to improving the living standards of populations or groups with special conditions. In addition, educational initiatives are backed, such as the Instituto Técnico de Adiestramiento para el Trabajo de la Fundación para el Desarrollo de la Educación (Fueduca), and the Unidad Educativa Nuestra Señora del Encuentro of A.B.C. Prodein, which seek excellence and innovation in the vocational training of young people from lower income areas, particularly at the technical level in accounting and information technology. Promotion of ecological awareness and environmental protection Training in environmental education is part of the set of projects that Mercantil promotes in the societies where it is present, not only with permanent contributions, but also through the active participation of its employees through Mercantil Volunteers. In Venezuela is driven by the Universidad Simón Bolívar in Venezuela, which promotes the reforestation of the La Mariposa water basin in the Caracas Metropolitan Area, where there is a cultivated forest by Mercantil Volunteers. Mercantil also supports the Sociedad Conservacionista Audubon, with the creation of the “Aves de Venezuelan” app to promote the knowledge of the avian variety of Venezuela. The Mercantil Commercebank subsidiary in the United States promotes the Zoolens Project, designed to encourage the awareness of wildlife through photography, for students in the MiamiDade County, providing an area for creativity, art and education, in cooperation with the Miami Zoo and the Zoological Society of Florida. Values and Leadership Promotion Mercantil Commercebank supports the Leadership Lectures at the Florida International University (FIU), in which professors and experts share their theoretical and practical knowledge, allowing participants to acquire leadership skills and identify opportunities to make good use of their own capabilities. General Production: Corporate Communications Management Artwork Photography: Walter Otto and Organización Mercantil. Graphic Design: Arte Impreso H.M., C.A. Caracas, Venezuela, September 2015. Av. Francisco de Miranda, entre Segunda y Tercera Transversal, Urb. Los Palos Grandes, Centro Comercial El Parque, Segunda y Tercera Etapa, P03, locales C-3-10 y C-3-11. Chacao, Caracas, Venezuela Phone: (58-212) 287.8200 www.msf.com
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