Quarterly Report • Nov 17, 2016
Quarterly Report
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8 Othonos Street, Athens 105 57, Greece www.eurobank.gr, Tel.: (+30) 210 333 7000 General Commercial Registry Νο: 000223001000
| Index to the Condensed Consolidated Interim Financial Statements Page | |
|---|---|
| Consolidated Interim Balance Sheet1 | |
| Consolidated Interim Income Statement 2 | |
| Consolidated Interim Statement of Comprehensive Income 3 | |
| Consolidated Interim Statement of Changes in Equity4 | |
| Consolidated Interim Cash Flow Statement 5 | |
| 1. | General information 6 | |
|---|---|---|
| 2. | Principal accounting policies6 | |
| 3. | Critical accounting estimates and judgments in applying accounting policies9 | |
| 4. | Greek Economy Liquidity Support Program9 | |
| 5. | Credit exposure to Greek sovereign debt9 | |
| 6. | Capital management10 | |
| 7. | Segment information11 | |
| 8. | Earnings per share 14 | |
| 9. | Operating expenses15 | |
| 10. | Impairment allowance for loans and advances to customers15 | |
| 11. | Other impairments and restructuring costs 16 | |
| 12. | Income tax and tax adjustments17 | |
| 13. | Discontinued operations20 | |
| 14. | Loans and advances to customers22 | |
| 15. | Investment securities23 | |
| 16. | Investment property24 | |
| 17. | Shares in subsidiary undertakings 25 | |
| 18. | Other assets27 | |
| 19. | Due to central banks28 | |
| 20. | Due to credit institutions28 | |
| 21. | Due to customers29 | |
| 22. | Debt securities in issue 29 | |
| 23. | Other liabilities 30 | |
| 24. | Ordinary share capital, share premium and treasury shares30 | |
| 25. | Preference shares31 | |
| 26. | Preferred securities 32 | |
| 27. | Fair value of financial assets and liabilities32 | |
| 28. | Cash and cash equivalents and other information on Interim Cash Flow Statement36 | |
| 29. | Contingent liabilities and commitments36 | |
| 30. | Acquisition of Alpha Bank's Branch in Bulgaria by Eurobank Bulgaria A.D37 | |
| 31. | Other significant and post balance sheet events37 | |
| 32. | Related parties39 | |
| 33. | Board of Directors40 | |
| 30 September | 31 December | ||
|---|---|---|---|
| 2016 | 2015 | ||
| Note | € million | € million | |
| ASSETS | |||
| Cash and balances with central banks | 1,670 | 1,798 | |
| Due from credit institutions | 2,852 | 2,808 | |
| Financial instruments at fair value through profit or loss | 44 | 100 | |
| Derivative financial instruments | 2,197 | 1,884 | |
| Loans and advances to customers | 14 | 39,117 | 39,893 |
| Investment securities | 15 | 13,576 | 16,291 |
| Property, plant and equipment | 645 | 666 | |
| Investment property | 16 | 913 | 925 |
| Intangible assets | 138 | 127 | |
| Deferred tax assets | 12 | 4,876 | 4,859 |
| Other assets | 18 | 2,083 | 2,151 |
| Assets of disposal groups classified as held for sale | 13 | 89 | 2,051 |
| Total assets | 68,200 | 73,553 | |
| LIABILITIES | |||
| Due to central banks | 19 | 16,829 | 25,267 |
| Due to credit institutions | 20 | 7,147 | 4,516 |
| Derivative financial instruments | 2,753 | 2,359 | |
| Due to customers | 21 | 33,368 | 31,446 |
| Debt securities in issue | 22 | 103 | 150 |
| Other liabilities | 23 | 663 | 742 |
| Liabilities of disposal groups classified as held for sale | 13 | 101 | 1,941 |
| Total liabilities | 60,964 | 66,421 | |
| EQUITY | |||
| Ordinary share capital Share premium |
24 24 |
656 8,056 |
656 8,055 |
| Reserves and retained earnings | (3,133) | (3,241) | |
| Preference shares | 25 | 950 | 950 |
| Total equity attributable to shareholders of the Bank | 6,529 | 6,420 | |
| Preferred securities Non controlling interests |
26 | 43 664 |
43 669 |
| Total equity | 7,236 | 7,132 | |
| Total equity and liabilities | 68,200 | 73,553 |
| Nine months ended 30 September Three months ended 30 September | ||||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||
| Note | € million | € million | € million | € million | ||
| Net interest income | 1,159 | 1,088 | 388 | 360 | ||
| Net banking fee and commission income | 175 | 143 | 63 | 34 | ||
| Income from non banking services | 40 | 39 | 13 | 14 | ||
| Dividend income | 2 | 2 | 1 | 1 | ||
| Net trading income | (4) | 39 | 4 | 51 | ||
| Gains less losses from investment securities | 15 | 99 | 13 | 28 | 2 | |
| Net other operating income | 14, 30 | 66 | 8 | (1) | (0) | |
| Operating income | 1,537 | 1,332 | 496 | 462 | ||
| Operating expenses | 9 | (750) | (725) | (247) - |
(241) | |
| Profit from operations before impairments and restructuring costs | 787 | 607 | 249 | 221 | ||
| Impairment losses on loans and advances | 10 | (588) | (2,394) | (190) | (256) | |
| Other impairment losses | 11 | (24) | (49) | (10) | 22 | |
| Restructuring costs | 11 | (48) | (46) | (1) | (43) | |
| Share of results of associated undertakings and joint ventures | (2) | 0 | (2) | 0 | ||
| Profit/(loss) before tax | 125 | (1,882) | 46 | (56) | ||
| Income tax | 12 | (27) | 514 | (10) | 64 | |
| Tax adjustments | 12 | 31 | 432 | - | 432 | |
| Net profit/(loss) from continuing operations | 129 | (936) | 36 | 440 | ||
| Net profit/(loss) from discontinued operations | 13 | 77 | (51) | 56 | (26) | |
| Net profit/(loss) | 206 | (987) | 92 | 414 | ||
| Net profit/(loss) attributable to non controlling interests | 14 | 19 | 6 | 8 | ||
| Net profit/(loss) attributable to shareholders | 192 | (1,006) | 86 | 406 | ||
| Earnings/(losses) per share | € | € | € | € | ||
| -Basic earnings/(losses) per share | 8 | 0.09 | (6.85) | 0.04 | 2.76 | |
| Earnings/(losses) per share from continuing operations | ||||||
| -Basic earnings/(losses) per share | 8 | 0.05 | (6.50) | 0.01 | 2.94 |
| Nine months ended 30 September | Three months ended 30 September | |||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||||
| € million | € million | € million | € million | |||||
| Net profit/(loss) | 206 | (987) | 92 | 414 | ||||
| Other comprehensive income: | ||||||||
| Items that are or may be reclassified subsequently to profit or loss: | ||||||||
| Cash flow hedges | ||||||||
| - changes in fair value, net of tax | (0) | 30 | 5 | 10 | ||||
| - transfer to net profit, net of tax | (0) | (0) | 8 | 38 | (0) | 5 | 12 | 22 |
| Available for sale securities | ||||||||
| - changes in fair value, net of tax | 50 | 48 | 18 | 257 | ||||
| - transfer to net profit, net of tax | (116) | (66) | (10) | 38 | (82) | (64) | (2) | 255 |
| Foreign currency translation | ||||||||
| - changes in fair value, net of tax | (10) | (11) | (3) | (6) | ||||
| - transfer to net profit, net of tax | 1 | (9) | - | (11) | 1 | (2) | - | (6) |
| Associated undertakings and joint ventures | ||||||||
| - changes in the share of other comprehensive income, net of tax | (4) | (4) | - | - | (4) | (4) | - | - |
| (79) | 65 | (65) | 271 | |||||
| Items that will not be reclassified to profit or loss: - Actuarial gains/(losses) on post employment benefit obligations, |
||||||||
| net of tax (note 23) | (3) | (3) | - | - | - | - | - | - |
| Other comprehensive income | (82) | 65 | (65) | 271 | ||||
| Total comprehensive income attributable to: Shareholders |
||||||||
| - from continuing operations | 112 | (889) | 36 | 661 | ||||
| - from discontinued operations | (2) | 110 | (52) | (941) | (15) | 21 | 16 | 677 |
| Non controlling interests | ||||||||
| - from continuing operations | 14 | 19 | 6 | 8 | ||||
| - from discontinued operations | (0) | 14 | (0) | 19 | (0) | 6 | (0) | 8 |
| 124 | (922) | 27 | 685 |
| Total equity attributable to shareholders of the Bank | ||||||||
|---|---|---|---|---|---|---|---|---|
| Ordinary share capital € million |
Share premium € million |
Special reserves € million |
Retained earnings € million |
Preference shares € million |
Preferred securities € million |
Non controlling interests € million |
Total € million |
|
| Balance at 1 January 2015 | 4,412 | 6,682 | 3,293 | (9,778) | 950 | 77 | 668 | 6,304 |
| Net profit/(loss) | - | - | - | (1,006) | - | - | 19 | (987) |
| Other comprehensive income | - | - | 65 | - | - | - | 0 | 65 |
| Total comprehensive income for the | ||||||||
| nine months ended 30 September 2015 | - | - | 65 | (1,006) | - | - | 19 | (922) |
| Effect due to change of the income tax rate on share | ||||||||
| capital increase expenses | - | - | - | 5 | - | - | - | 5 |
| Acquisition/changes in participating interests in | ||||||||
| subsidiary undertakings | - | - | - | (0) | - | - | (2) | (2) |
| (Purchase)/sale of treasury shares | (1) | 1 | - | (0) | - | - | - | (0) |
| Dividends distributed by subsidiaries attributable to non | ||||||||
| controlling interests | - | - | - | - | - | - | (24) | (24) |
| Share-based payment: | ||||||||
| - Value of employee services | - | - | - | - | - | - | 1 | 1 |
| (1) | 1 | - | 5 | - | - | (25) | (20) | |
| Balance at 30 September 2015 | 4,411 | 6,683 | 3,358 | (10,779) | 950 | 77 | 662 | 5,362 |
| Balance at 1 January 2016 | 656 | 8,055 | 7,786 | (11,027) | 950 | 43 | 669 | 7,132 |
| Net profit/(loss) | - | - | - | 192 | - | - | 14 | 206 |
| Other comprehensive income | - | - | (82) | - | - | - | 0 | (82) |
| Total comprehensive income for the | ||||||||
| nine months ended 30 September 2016 | - | - | (82) | 192 | - | - | 14 | 124 |
| Acquisition/changes in participating interests in | ||||||||
| subsidiary undertakings | - | - | - | 0 | - | - | 4 | 4 |
| (Purchase)/sale of treasury shares (note 24) | 0 | 1 | - | (2) | - | - | - | (1) |
| Dividends distributed by subsidiaries attributable to non | ||||||||
| controlling interests | - | - | - | - | - | - | (24) | (24) |
| Share-based payment: | ||||||||
| - Value of employee services | - | - | 0 | - | - | - | 1 | 1 |
| 0 | 1 | 0 | (2) | - | - | (19) | (20) | |
| Balance at 30 September 2016 | 656 | 8,056 | 7,704 | (10,837) | 950 | 43 | 664 | 7,236 |
| Note 24 | Note 24 | Note 25 | Note 26 |
| Nine months ended 30 September | |||
|---|---|---|---|
| 2016 | 2015 | ||
| Note | € million | € million | |
| Cash flows from continuing operating activities | |||
| Profit/(loss) before income tax from continuing operations | 125 | (1,882) | |
| Adjustments for : | |||
| Impairment losses on loans and advances | 588 | 2,394 | |
| Other impairment losses and provisions | 65 | 89 | |
| Depreciation and amortisation | 61 | 62 | |
| Other (income)/losses οn investment securities | 28 | (112) | (72) |
| (Income)/losses on debt securities in issue | (1) | (8) | |
| Other adjustments | 28 | (50) | 18 |
| 676 | 601 | ||
| Changes in operating assets and liabilities | |||
| Net (increase)/decrease in cash and balances with central banks | (150) | 130 | |
| Net (increase)/decrease in financial instruments | |||
| at fair value through profit or loss | 56 | (42) | |
| Net (increase)/decrease in due from credit institutions | (345) | (50) | |
| Net (increase)/decrease in loans and advances to customers Net (increase)/decrease in derivative financial instruments |
443 23 |
(213) 247 |
|
| Net (increase)/decrease in other assets | 153 | 10 | |
| Net increase/(decrease) in due to central banks and credit institutions | (5,886) | 9,912 | |
| Net increase/(decrease) in due to customers | 1,421 | (10,192) | |
| Net increase/(decrease) in other liabilities | (114) | (138) | |
| (4,399) | (336) | ||
| Income tax paid | (24) | (17) | |
| Net cash from/(used in) continuing operating activities | (3,747) | 248 | |
| Cash flows from continuing investing activities | |||
| Purchases of property, plant and equipment and intangible assets | (59) | (109) | |
| Proceeds from sale of property, plant and equipment and intangible assets | 28 | 15 | |
| (Purchases)/sales and redemptions of investment securities | 2,886 | 211 | |
| Acquisition of Alpha Bank's Branch in Bulgaria, net of cash acquired Acquisition of holdings in associated undertakings and joint ventures |
30 | 37 (10) |
- - |
| Disposal of subsidiaries, net of cash disposed | 314 | 5 | |
| Disposal/liquidation of holdings in associated undertakings and joint ventures | 1 | - | |
| Dividends from investment securities, associated undertakings and joint ventures | 3 | 2 | |
| Net cash from/(used in) continuing investing activities | 3,200 | 124 | |
| Cash flows from continuing financing activities | |||
| (Repayments)/proceeds from debt securities in issue | (151) | (170) | |
| Expenses paid for share capital increase | (6) | - | |
| (Purchase)/sale of treasury shares | (1) | (0) | |
| Net contribution by non-controlling interests (NCI) | (18) | (24) | |
| Net cash from/(used in) continuing financing activities | (176) | (194) | |
| Effect of exchange rate changes on cash and cash equivalents | 3 | 4 | |
| Net increase/(decrease) in cash and cash equivalents from continuing | |||
| operations | (720) | 182 | |
| Net cash flows from discontinued operating activities | (250) | (121) | |
| Net cash flows from discontinued investing activities | 219 | 104 | |
| Net cash flows from discontinued financing activities | (4) | - | |
| Net increase/(decrease) in cash and cash equivalents from discontinued | |||
| operations | (35) | (17) | |
| Cash and cash equivalents at beginning of period | 28 | 2,205 | 1,978 |
| Cash and cash equivalents at end of period | 28 | 1,450 | 2,143 |
Eurobank Ergasias S.A. (the 'Bank') and its subsidiaries (the 'Group') are active in retail, corporate and private banking, asset management, insurance until early August 2016, treasury, capital markets and other services. The Bank is incorporated in Greece and its shares are listed on the Athens Stock Exchange. The Group operates mainly in Greece and in Central, Eastern and Southeastern Europe.
These condensed consolidated interim financial statements were approved by the Board of Directors on 15 November 2016.
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (IAS) 34 'Interim Financial Reporting' and they should be read in conjunction with the Group's published consolidated annual financial statements for the year ended 31 December 2015. Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period. Except as indicated, financial information presented in euro has been rounded to the nearest million.
The interim financial statements have been prepared on a going concern basis, as the Board of the Directors considered as appropriate, taking into consideration the following:
Greece, after the completion of a number of key prior actions, has successfully concluded the 1st review of the Third Economic Adjustment Program (TEAP), which permitted the disbursement of the first sub-tranche of € 7.5 bn from the second instalment of the European Stability Mechanism (ESM) loan on 21 June 2016, allowing the country to cover its debt servicing needs and clear a part of the State's arrears to the private sector. Accordingly, the European Central Bank (ECB) decided the reinstatement of the waiver for the instruments issued by the Hellenic Republic and the improvement of the advance rates for providing Eurosystem financing with Pillar II guarantees as collateral. The second sub-tranche of € 2.8 bn from the 1st program review was approved by the ESM on 25 October 2016. The participation of the Greek Government Bonds in ECB's Quantitative Easing (QE) program, will be examined at a later stage, conditional on the implementation of the 2nd review and the results of the Debt Sustainability Analysis that the ECB is expected to conduct after the implementation of the short term debt relief measures for Greece. The latter are in accordance with the roadmap of debt relief agreed in the 25 May 2016 Eurogroup.
The completion of the 1 st review helped in reducing the short term uncertainty surrounding the economic outlook and contributed to further relaxation of capital controls, as of 22 July 2016. This, along with the mobilization of European Union (EU) funding to support domestic investment and job creation and the decisive implementation of the reforms agreed in the context of the ESM program, would facilitate the restoration of confidence in the prospects of the Greek economy and the further stabilization of the domestic environment, which are necessary conditions for the resumption of positive economic growth.
Currently, the main risks and uncertainties are associated with (a) the impact on the level of economic activity from additional fiscal measures agreed under the 1st review of the TEAP, (b) the possible delays in the implementation of the reforms' agenda in order to meet the next targets and milestones of the TEAP, including the timely completion of the 2nd review scheduled for early December 2016, (c) the timing of a full lift of restrictions in the free movement of capital and the respective impact on the level of economic activity, (d) a possible deterioration of the refugee crisis and the impact on the internal economy and (e) the geopolitical conditions in the broader region and the external shocks from a slowdown in the global economy.
In accordance with the agreement with the European partners, the authorities are committed to preserving sufficient liquidity in the banking system, as long as Greece meets its obligations under the ESM program. The decisive implementation of the measures agreed in the context of the new ESM program permitted ECB to reinstate the waiver for the instruments issued by the Hellenic Republic and decrease the haircuts applied for Pillar II guarantees. These developments have enabled Greek banks to reduce their dependence on the expensive Emergency Liquidity Assistance (ELA) mechanism and increase their liquidity buffers. The stabilization of the macroeconomic environment and a recovery of the domestic economic sentiment will facilitate a faster return of deposits in the banking system and the further re-access to the markets for liquidity.
In the first nine months of 2016, the Bank has managed to reduce its dependence on Eurosystem funding amounting to € 16.8 bn at the end of September 2016 (31 December 2015: € 25.3 bn), mainly through the increase in repo transactions in the interbank market, the selective assets deleveraging, the utilization of a part of foreign subsidiaries' surplus liquidity and to some extent by deposit inflows (note 19). On 31 October 2016 the Bank's Eurosystem funding further decreased to € 15.8 bn. In the same context, following the positive developments mentioned above, and the initiatives to further enhance its liquidity position, the Bank also managed to significantly reduce its participation in the second stream of the Hellenic Republic's liquidity support plan (bonds guaranteed by the Greek Government) from a face value of € 13 bn on 31 December 2015 to a face value of € 3.5 bn on 31 October 2016 (notes 4 and 22).
Notwithstanding the direct and indirect exposure of the banking system to sovereign risk, the successful completion of the Bank's and other Greek systemic banks' recapitalization process constituted a key milestone for rebuilding trust in the banking system and in the economy in general.
The Group, following the successful completion of its recapitalization in November 2015, exclusively from private sources, is focused on the organic strengthening of its capital position by the further expansion of pre-provision income while maintaining its robust risk management practices, and by proceeding to additional initiatives associated with the restructuring, transformation or optimization of operations, in Greece and abroad, that will generate or release further capital and/or reduce risk weighted assets. One of the key areas of focus is the active management of non-performing loans at an accelerated pace, with the aim to substantially reduce their stock in accordance with the Bank's operating targets and taking advantage of the Group's internal infrastructure, the external partnerships and the important legislative changes that have taken or are expected to take place. The Group's Common Equity Tier 1 (CET1) ratio stood at 17.4% at the end of September 2016 (note 6) and the net profit attributable to shareholders amounted to € 192 million for the period ended 30 September 2016.
The Board of Directors, taking into consideration the above factors relating to the adequacy of the Group's capital position and its anticipated continued access to Eurosystem funding over the foreseeable future, and despite the existing uncertainties relating to the macroeconomic environment in Greece, has been satisfied that the financial statements of the Group can be prepared on a going concern basis.
The accounting policies and methods of computation in these condensed consolidated interim financial statements are consistent with those in the published consolidated annual financial statements for the year ended 31 December 2015, except as described below.
The following amendments to standards, as issued by the International Accounting Standards Board (IASB) and endorsed by the European Union (EU), apply from 1 January 2016:
The amendment clarifies guidance in IAS 1 on materiality and aggregation, the presentation of subtotals, the structure of financial statements and the disclosure of accounting policies.
The adoption of the amendment had no impact on the Group's condensed consolidated interim financial statements.
The amendments clarify that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate and they also clarify that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset.
The adoption of the amendments had no impact on the Group's condensed consolidated interim financial statements.
The amendment clarifies the accounting for post-employment benefit plans where employees or third parties are required to make contributions which do not vary with the length of employee service, for example, employee contributions calculated according to a fixed percentage of salary. The amendment allows these contributions to be deducted from service cost in the year in which the related employee service is delivered, instead of attributing them to periods of employee service.
The adoption of the amendment had no impact on the Group's condensed consolidated interim financial statements.
This amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements and clarifies the definition of separate financial statements. In particular, separate financial statements are those presented in addition to consolidated financial statements or in addition to the financial statements of an investor that does not have investments in subsidiaries but has investments in associates or joint ventures which are required by IAS 28 Investments in Associates and Joint Ventures to be accounted for using the equity method.
The adoption of the amendment had no impact on the Group's condensed consolidated interim financial statements.
This amendment requires an investor to apply the principles of business combination accounting when it acquires an interest in a joint operation that constitutes a 'business'.
The adoption of the amendment had no impact on the Group's condensed consolidated interim financial statements.
These amendments clarify the application of the consolidation exception for the subsidiaries of investment entities. The adoption of the amendments had no impact on the Group's condensed consolidated interim financial statements.
The amendments introduce key changes to seven IFRSs following the publication of the results of the IASB's 2010-12 cycle of the annual improvements project. The topics addressed by these amendments are set out below:
The adoption of the amendments had no impact on the Group's condensed consolidated interim financial statements.
The amendments introduce key changes to four IFRSs following the publication of the results of the IASB's 2012-14 cycle of the annual improvements project. The topics addressed by these amendments are set out below:
The adoption of the amendments had no impact on the Group's condensed consolidated interim financial statements.
In preparing these condensed consolidated interim financial statements, the significant judgments made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the published consolidated annual financial statements for the year ended 31 December 2015, which are those regarded by Management as the most important in applying the Group's accounting policies.
Further information about the key assumptions and sources of estimation uncertainty are set out in notes 5, 10, 12, 13, 23, 27 and 30.
The Bank participates in the Hellenic Republic's plan to support liquidity in the Greek economy under Law 3723/2008 as amended and supplemented, as follows:
As at 30 September 2016, the government guaranteed bonds, of face value of € 3,000 million, were fully retained by the Bank. During the period ended 30 September 2016, the Bank proceeded with the redemption of government guaranteed bonds of face value of € 3,893 million, while bonds of face value of € 6,150 million matured, all of which were fully retained by the Bank. As at 31 October 2016, the government guaranteed bonds amounted to € 3,500 million, fully retained by the Bank (note 22).
Under Law 3723/2008, for the period the Bank participates in the program through the preference shares or the government guaranteed bonds (streams (a) and (b) above) the Hellenic Republic is entitled to appoint its representative to the Board of Directors. Information on the rights of the Hellenic Republic's representative is provided in the Annual Financial Report for the year ended 31 December 2015.
In addition, under Law 3756/2009, banks participating in the Greek Economy Liquidity Support Program are not allowed to acquire treasury shares under article 16 of the Company Law.
As at 30 September 2016, the total carrying value of Greek sovereign major exposures is as follows:
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Treasury bills | 1,538 | 2,157 |
| Greek government bonds | 1,664 | 1,677 |
| Derivatives with the Greek state | 1,230 | 992 |
| Exposure relating with Greek sovereign risk financial guarantee | 198 | 208 |
| Loans guaranteed by the Greek state | 145 | 176 |
| Loans to Greek local authorities and public organizations | 77 | 86 |
| Other receivables | 20 | 17 |
| Total | 4,872 | 5,313 |
The Group monitors the developments for the Greek debt crisis closely in order to adjust appropriately its estimates and judgments based on the latest available information (note 2).
Information on the fair values of the Group's financial instruments is provided in note 27.
On 23 July 2015, the Directive 2014/59/EU for the recovery and resolution of credit institutions and investment firms (BRRD) was transposed into Greek Law by virtue of Law 4335/2015, with the exception of its provisions for the obligation of loss absorption in the case of implementation of measures of public financial stability and the restructuring of liabilities (bail-in) in certain eligible liabilities which are in full force from 1 January 2016. The transposition of the said Directive into the national legislation of the EU countries and Serbia, where the Group has activities, has been completed within the first quarter of 2016. Further information is provided in note 6 of the consolidated financial statements for the year ended 31 December 2015.
Additionally, Law 4340/2015 (as amended by Law 4346/2015) updated the recapitalization framework of Greek credit institutions and the relevant provisions of Law 3864/2010 regarding the Hellenic Financial Stability Fund (HFSF). More specifically, it regulates, among others, the conditions and the procedure through which HFSF provides capital support to Greek credit institutions, enriches HFSF's rights towards Greek credit institutions to which HFSF has provided capital support and also introduces additional provisions concerning the composition and evaluation of the boards of directors and committees of credit institutions having signed a Relationship Framework Agreement with HFSF (note 32).
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Total equity attributable to shareholders of the Bank | 6,529 | 6,420 |
| Add: Regulatory non-controlling interests | 265 | 401 |
| Less: Other regulatory adjustments | (222) | (198) |
| Common Equity Tier I Capital | 6,572 | 6,623 |
| Add: Preferred securities | 2 6 |
3 0 |
| Less: Other regulatory adjustments | (26) | (30) |
| Total Tier I Capital | 6,572 | 6,623 |
| Tier II capital-subordinated debt | 6 | 1 5 |
| Add: Other regulatory adjustments | 135 | 147 |
| Total Regulatory Capital | 6,713 | 6,785 |
| Risk Weighted Assets | 37,852 | 38,888 |
| Ratios: | % | % |
| Common Equity Tier I | 17.4 | 17.0 |
| Tier I | 17.4 | 17.0 |
| Total Capital Adequacy Ratio | 17.7 | 17.4 |
Note: The CET1 as at 30 September 2016, based on the full implementation of the Basel III rules in 2024, would have been 13.8% (31 December 2015: 13.1%).
The Group has sought to maintain an actively managed capital base to cover risks inherent in the business. The adequacy of the Group's capital is monitored using, among other measures, the rules and ratios established by the Basel Committee on Banking Supervision ('BIS rules/ratios') and adopted by the European Union and the Bank of Greece in supervising the Bank. The capital adequacy calculation is based on Basel III (CRDIV) rules. Supplementary to that, in the context of Internal Capital Adequacy Assessment Process ('ICAAP'), the Group considers a broader range of risk types and the Group's risk management capabilities. ICAAP aims ultimately to ensure that the Group has sufficient capital to cover all material risks that it is exposed to, over a 3-year horizon.
To this direction, the Group, following the successful completion of its recapitalization in November 2015, is focused on the organic strengthening of its capital position by the further expansion of pre-provision income while maintaining its robust risk management practices, the active management of non-performing loans supported by the fully operational internal bad bank as well as by proceeding to additional initiatives associated with the restructuring, transformation or optimization of operations, in Greece and abroad, that will generate or release further capital and/or reduce risk weighted assets.
On 29 April 2014, the European Commission (EC) approved the Bank's restructuring plan, as it was submitted through the Greek Ministry of Finance on 16 April 2014. In addition, on 26 November 2015, the EC approved the Bank's revised restructuring plan. The Hellenic Republic has committed that the Bank will implement specific measures and actions and will achieve objectives which are an integral part of the said restructuring plan.
The principal commitments of the revised restructuring plan relate to: (a) the reduction of the total costs and the maximum number of employees and branches for the Group's Greek activities, (b) the decrease of the cost of deposits collected in Greece, (c) the reduction of the net loans to deposits ratio for the Group's Greek banking activities, (d) the reduction of the portfolio of the Group's foreign assets (non–related to Greek clients), (e) the decrease in shareholding in specific non-banking subsidiaries, (f) the deleveraging of the portfolio of equity investments, subordinated and hybrid bonds, (g) restrictions on the capital injection to the Group's foreign subsidiaries unless the regulatory framework of each relevant jurisdiction requires otherwise, the purchase of noninvestment grade securities (subject to certain exceptions), the staff remuneration, the payment of dividends, the credit policy to be adopted and other strategic decisions.
The Group is well on track to meet its commitments within the prescribed deadlines; in respect of those commitments that should be implemented within 2016, the Group has already completed the disposal of the 80% of the shareholding in its insurance subsidiaries in August (item 'e' above – note 13), while the value of the portfolio of equity and other investments eligible for item 'f' above, amounted to € 34 million as at 30 September 2016, which is in line with the threshold set in the plan. In respect to the commitment referring to item 'a' above, the Group has already achieved to reduce the total costs and the number of branches for its Greek activities, while in relation to the reduction of the number of employees in Greece by 31 December 2017, significant progress has been made through the implementation of the Voluntary Exit Scheme (VES) that commenced in the second quarter of 2016 (note 23). Finally, the cost of deposits in Greece has been reduced in line with the Bank's own projections incorporated into the plan. Further information on the principal commitments to be implemented, the basic assumptions used and the potential effect on the Group's business is presented in note 6 of the consolidated financial statements for the year ended 31 December 2015.
The Memorandum of Economic and Financial Policies (MEFP) of the Second Adjustment Program for Greece between the Hellenic Republic, the European Commission, the International Monetary Fund and the European Central Bank provides for the appointment of a monitoring trustee in all banks under State Aid.
On 22 February 2013, the Bank appointed Grant Thornton as its Monitoring Trustee (MT). The MT monitors compliance with commitments on corporate governance and commercial operational practices, and the implementation of the restructuring plan and reports to the European Commission.
Management has determined the operating segments based on the internal reports reviewed by the Strategic Planning Committee that are used to allocate resources and to assess their performance in order to make strategic decisions. The Strategic Planning Committee considers the business both from a business unit and geographic perspective. Geographically, management considers the performance of its business in Greece and other countries in Europe (International). Greece is further segregated into retail, wholesale, wealth management, global and capital markets. International is monitored and reviewed on a country basis. The Group aggregates segments when they exhibit similar economic characteristics and profile and are expected to have similar long-term economic development.
The Group is organized in the following reportable segments:
Wealth Management: incorporating private banking services, including total wealth management, to medium and high net worth individuals, insurance services until early August 2016, mutual fund and investment savings products, and institutional asset management.
Global and Capital Markets: incorporating investment banking services including corporate finance, merger and acquisitions advice, financial instruments trading and institutional finance to corporate and institutional entities, as well as, specialized financial advice and intermediation to private and large retail individuals as well as small and large corporate entities.
From the fourth quarter of 2015, the equity brokerage and custody services of the Group's operations in Greece are incorporated in the Corporate segment, instead of Global and Capital Markets segment. Therefore, the comparative figures for the period ended 30 September 2015 have been adjusted accordingly.
Other operations of the Group comprise mainly investing activities, including property management and investment and the management of unallocated capital.
The Group's management reporting is based on International Financial Reporting Standards (IFRS). The accounting policies of the Group's operating segments are the same with those described in the principal accounting policies.
Revenues from transactions between business segments are allocated on a mutually agreed basis at rates that approximate market prices.
| For the nine months ended 30 September 2016 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Retail € million |
€ million | Wealth Corporate Management € million |
Global & Capital Markets € million |
International € million |
Other and Elimination center € million |
Total € million |
||
| Net interest income | 459 | 275 | 7 | 146 | 313 | (41) | 1,159 | |
| Net commission income | 39 | 51 | 20 | (15) | 75 | 5 | 175 | |
| Other net revenue | 39 | (0) | 0 | (5) | 39 | 130 | 203 | |
| Total external revenue | 537 | 326 | 27 | 126 | 427 | 94 | 1,537 | |
| Inter-segment revenue | 25 | 16 | (21) | (19) | (1) | (0) | - | |
| Total revenue | 562 | 342 | 6 | 107 | 426 | 94 | 1,537 | |
| Operating expenses Impairment losses on loans and |
(361) | (90) | (21) | (61) | (203) | (14) | (750) | |
| advances | (317) | (154) | (1) | - | (116) | - | (588) | |
| Other impairment losses (note 11) Share of results of associated |
- | (5) | (2) | - | (3) | (14) | (24) | |
| undertakings and joint ventures | (0) | 0 | (2) | - | (0) | (0) | (2) | |
| Profit/(loss) before tax from continuing operations | ||||||||
| before restructuring costs | (116) | 93 | (20) | 46 | 104 | 66 | 173 | |
| Restructuring costs (note 11) | (52) | (6) | (2) | (1) | (9) | 22 | (48) | |
| Profit/(loss) before tax from continuing | ||||||||
| operations | (168) | 87 | (22) | 45 | 95 | 88 | 125 | |
| Profit/(loss) before tax from discontinued | ||||||||
| operations | - | - | 31 | - | (1) | 59 | 89 | |
| Non controlling interests | - | - | - | - | (1) | (18) | (19) | |
| Profit/(loss) before tax attributable to | ||||||||
| shareholders | (168) | 87 | 9 | 45 | 93 | 129 | 195 | |
| 30 September 2016 | ||||||||
| Global & | Other and | |||||||
| Wealth | Capital | Elimination | ||||||
| Wealth | Capital | Elimination | |||||
|---|---|---|---|---|---|---|---|
| Retail | Corporate Management | Markets | International | center (2) | Total | ||
| € million | € million | € million | € million | € million | € million | € million | |
| Segment assets | 21,816 | 11,599 | 270 | 14,388 | 12,821 | 7,306 | 68,200 |
| Segment liabilities | 18,555 | 2,481 | 1,527 | 27,317 | 11,352 | (268) | 60,964 |
The International segment is further analyzed as follows:
| For the nine months ended 30 September 2016 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Romania | Bulgaria | Serbia | Cyprus | Ukraine | Luxembourg | Total | |||
| € million | € million | € million | € million | € million | € million | € million | |||
| Net interest income | 82 | 117 | 43 | 55 | - | 16 | 313 | ||
| Net commission income | 15 | 26 | 10 | 18 | - | 6 | 75 | ||
| Other net revenue | 26 | 12 | 1 | 0 | - | (0) | 39 | ||
| Total external revenue | 123 | 155 | 54 | 73 | - | 22 | 427 | ||
| Inter-segment revenue | 0 | 0 | (0) | 0 | - | (1) | (1) | ||
| Total revenue | 123 | 155 | 54 | 73 | - | 21 | 426 | ||
| Operating expenses | (75) | (62) | (33) | (21) | - | (12) | (203) | ||
| Impairment losses on loans and advances | (48) | (45) | (13) | (10) | - | (0) | (116) | ||
| Other impairment losses | (0) | (3) | (0) | - | - | - | (3) | ||
| Profit/(loss) before tax from continuing operations | |||||||||
| before restructuring costs | (0) | 45 | 8 | 42 | - | 9 | 104 | ||
| Restructuring costs | (1) | (8) | (0) | - | - | (0) | (9) | ||
| Profit/(loss) before tax from continuing | |||||||||
| operations(1) | (1) | 37 | 8 | 42 | - | 9 | 95 | ||
| Profit/(loss) before tax from discontinued | |||||||||
| operations | (1) | - | - | - | (0) | - | (1) | ||
| Non controlling interests | (1) | (0) | (0) | - | 0 | - | (1) | ||
| Profit/(loss) before tax attributable to shareholders | (3) | 37 | 8 | 42 | (0) | 9 | 93 |
| 30 September 2016 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Romania | Bulgaria | Serbia | Cyprus | Ukraine | Luxembourg | International | ||||
| € million | € million | € million | € million | € million | € million | € million | ||||
| Segment assets(3) | 2,849 | 3,237 | 1,244 | 4,152 | 89 | 1,483 | 12,821 | |||
| Segment liabilities(3) | 2,665 | 2,779 872 3,754 144 1,238 |
||||||||
| For the nine months ended 30 September 2015 | ||||||||||
| Global & | Other and | |||||||||
| Wealth | Capital | Elimination | ||||||||
| Retail | Corporate | Management | Markets | International | center | Total | ||||
| € million | € million | € million | € million | € million | € million | € million | ||||
| Net interest income | 442 | 280 | (0) | 86 | 310 | (30) | 1,088 | |||
| Net commission income | 25 | 57 | 32 | (41) | 70 | 0 | 143 | |||
| Other net revenue | 2 | 2 | 1 | 33 | 6 | 57 | 101 | |||
| Total external revenue | 469 | 339 | 33 | 78 | 386 | 27 | 1,332 | |||
| Inter-segment revenue | 50 | 13 | (41) | (15) | (1) | (6) | - | |||
| Total revenue | 519 | 352 | (8) | 63 | 385 | 21 | 1,332 | |||
| Operating expenses | (360) | (81) | (27) | (48) | (198) | (11) | (725) | |||
| Impairment losses on loans and | ||||||||||
| advances | (1,488) | (774) | (13) | (0) | (119) | - | (2,394) | |||
| Other impairment losses (note 11) | - | (13) | (4) | 9 | (8) | (33) | (49) | |||
| Share of results of associated | ||||||||||
| undertakings and joint ventures | 0 | - | - | - | (0) | - | - | |||
| Profit/(loss) before tax from continuing operations | ||||||||||
| before restructuring costs | (1,329) | (516) | (52) | 24 | 60 | (23) | (1,836) | |||
| Restructuring costs (note 11) | - | (0) | - | (40) | - | (6) | (46) | |||
| Profit/(loss) before tax from continuing | ||||||||||
| operations | (1,329) | (516) | (52) | (16) | 60 | (29) | (1,882) | |||
| Profit/(loss) before tax from discontinued | ||||||||||
| operations | - | - | 47 | - | (117) | - | (70) | |||
| Non controlling interests | - | - | - | - | (1) | (20) | (21) | |||
| Profit/(loss) before tax attributable to shareholders |
(1,329) | (516) | (5) | (16) | (58) | (49) | (1,973) | |||
| 31 December 2015 | ||||||||||
| Global & | Other and | |||||||||
| Wealth | Capital | Elimination | ||||||||
| Retail | Corporate | Management | Markets | International | center (2) | Total | ||||
| € million | € million | € million | € million | € million | € million | € million | ||||
| Segment assets | 22,501 | 11,889 | 2,097 | 14,209 | 12,740 | 10,117 | 73,553 | |||
| Segment liabilities | 18,003 | 2,485 | 2,912 | 32,543 | 11,411 | (933) | 66,421 |
13 | Page 30 September 2016 Condensed Consolidated Interim Financial Statements
| For the nine months ended 30 September 2015 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Romania | Bulgaria | Serbia | Cyprus | Ukraine | Luxembourg | Total | ||||
| € million | € million | € million | € million | € million | € million | € million | ||||
| Net interest income | 91 | 106 | 53 | 43 | - | 17 | 310 | |||
| Net commission income | 17 | 23 | 9 | 16 | - | 5 | 70 | |||
| Other net revenue | 3 | 1 | 1 | 0 | - | 1 | 6 | |||
| Total external revenue | 111 | 130 | 63 | 59 | - | 23 | 386 | |||
| Inter-segment revenue | (0) | (0) | (0) | 0 | - | (1) | (1) | |||
| Total revenue | 111 | 130 | 63 | 59 | - | 22 | 385 | |||
| Operating expenses | (74) | (58) | (35) | (19) | - | (12) | (198) | |||
| Impairment losses on loans and advances | (32) | (46) | (31) | (10) | - | (0) | (119) | |||
| Other impairment losses | (3) | (5) | - | - | - | - | (8) | |||
| Profit/(loss) before tax from continuing operations(1) |
2 | 21 | (3) | 30 | - | 10 | 60 | |||
| Profit/(loss) before tax from discontinued | ||||||||||
| operations | 0 | - | - | - | (117) | - | (117) | |||
| Non controlling interests | (1) | - | (0) | - | 0 | - | (1) | |||
| Profit/(loss) before tax attributable to | ||||||||||
| shareholders | 1 | 21 | (3) | 30 | (117) | 10 | (58) | |||
| 31 December 2015 | ||||||||||
| Romania | Bulgaria | Serbia | Cyprus | Ukraine | Luxembourg | International | ||||
| € million | € million | € million | € million | € million | € million | € million | ||||
| Segment assets(3) | 3,235 | 3,186 | 1,254 | 3,724 | 130 | 1,405 | 12,740 | |||
| Segment liabilities(3) | 3,042 | 2,834 | 881 | 3,360 | 197 | 1,166 | 11,411 |
(1) Income/(loss) from associated undertakings and joint ventures is included.
(2) Interbank eliminations between International and the other Group's segments are included.
(3) Intercompany balances among the Countries have been excluded from the reported assets and liabilities of International segment.
Note: In the second quarter of 2015, the Bank transferred its operations in United Kingdom (London branch) to its subsidiary Eurobank Private Bank Luxembourg S.A. In particular, at the date of transfer total assets of London branch amounted to € 198 million and total liabilities amounted to € 196 million.
Basic earnings per share is calculated by dividing the net profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period, excluding the average number of ordinary shares purchased by the Group and held as treasury shares.
The diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potentially dilutive ordinary shares. The Group has issued convertible, subject to certain conditions and restrictions, preferred securities (Series D, note 26).
| Nine months ended 30 September | Three months ended 30 September | ||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Net profit/(loss) for the period attributable to shareholders Net profit/(loss) for the period from continuing operations attributable |
€ million | 192 | (1,006) | 86 | 406 |
| to shareholders | € million | 115 | (955) | 30 | 432 |
| Weighted average number of ordinary shares in issue for basic earnings/(losses) per share |
Number of shares 2,185,429,434 | 146,985,307 | 2,185,508,175 | 147,027,012 | |
| Earnings/(losses) per share | |||||
| - Basic earnings/(losses) per share | € | 0.09 | (6.85) | 0.04 | 2.76 |
| Earnings/(losses) per share from continuing operations | |||||
| - Basic earnings/(losses) per share | € | 0.05 | (6.50) | 0.01 | 2.94 |
Basic earnings per share from discontinued operations for the period ended 30 September 2016 amounted to € 0.04 (30 September 2015: € 0.35 losses).
Basic losses per share for 2015 have been adjusted taking into account the reverse split of the ordinary shares at a ratio of 100 existing to one new ordinary share in accordance with the decisions of the Extraordinary General Meeting held on 16 November 2015.
The Group has determined that the potential ordinary shares which could result from the conversion of the aforementioned preferred securities are not deemed to be issuable on the basis of the conditions and restrictions currently in force (note 6). Accordingly, the Series D of preferred securities was not included in the calculation of diluted earnings per share.
| 30 September | 30 September | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Staff costs | (408) | (397) |
| Administrative expenses | (186) | (181) |
| Contributions to resolution and deposit guarantee funds | (58) | (47) |
| Depreciation of property, plant and equipment | (42) | (43) |
| Amortisation of intangible assets | (19) | (19) |
| Operating lease rentals | (37) | (38) |
| Total from continuing operations | (750) | (725) |
For the period ended 30 September 2016, the expense for contributions to the resolution and deposit guarantee funds amounted to € 58 million. With Law 4370/2016, which came into force in March 2016, the Directive 2014/49/EU was transposed into the Greek legislation replacing Law 3746/2009, and defining, among others, the scope and certain aspects of the operation of the Hellenic Deposit and Investment Guarantee Fund (HDIGF), the terms of participation of credit institutions as well as the process for determining and paying contributions to its Schemes. The transposition of the Directive 2014/49/EU into the national legislation of the EU countries where the Group has activities has been completed within the first quarter of 2016.
The average number of employees of the Group during the period, excluding insurances, was 17,040 of which the employees of Ukraine was 649 (September 2015: 17,260, excluding insurances, of which the employees of Ukraine was 713). As at 30 September 2016, the number of branches of the Group amounted to 940 of which the branches of the Ukrainian subsidiary was 42.
The movement of the impairment allowance for loans and advances to customers by product line is as follows:
| 30 September 2016 | |||||
|---|---|---|---|---|---|
| Wholesale € million |
Mortgage € million |
Consumer (1) € million |
Small business € million |
Total € million |
|
| Balance at 1 January | 4,693 | 2,172 | 2,765 | 2,160 | 11,790 |
| Impairment loss for the period | 185 | 179 | 173 | 51 | 588 |
| Recoveries of amounts previously written off | - | - | 6 | 1 | 7 |
| Amounts written off (2) | (319) | (26) | (174) | (25) | (544) |
| NPV unwinding | (71) | (50) | (43) | (72) | (236) |
| Foreign exchange differences and other | |||||
| movements | (4) | (24) | (31) | (19) | (78) |
| Balance at 30 September | 4,484 | 2,251 | 2,696 | 2,096 | 11,527 |
(1) Credit cards balances are included.
(2) An amount of € 170 million included relates with the non performing loans sale transactions (note 14).
In May 2016, Law 77/2016 on the discharge of debt obligations ('Datio in Solutum') came into force in Romania. In particular, the said law provides for the discharge in full and under certain preconditions of the loans contracted by individuals and secured by mortgage arrangements by 'payment in kind' through the transfer of the mortgaged property. In the second quarter of 2016, after considering all available information, the Group assessed the effect of the enforcement of the aforementioned law and recognized accordingly an additional impairment loss of € 20 million on loans and advances granted by its Romanian banking subsidiary Bancpost S.A.
According to the press releases issued by the Romanian Constitutional Court (RCC), on 25 October 2016 the RCC decided that certain provisions of the law are against the Constitution. The decisions of RCC (including the reasoning) are expected to be published in the Official Gazette of Romania within November 2016. The Group awaits the decisions and the reasoning of the RCC and reserves its right to assess the legal possibility to seek recourse to the supranational European Court of Justice.
In addition, the Group is closely monitoring any relevant developments to update the estimate of the effect on its financial statements in accordance with its accounting policies.
| 30 September | 30 September | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Impairment losses and valuation losses on investment and | ||
| repossessed properties | (15) | (51) |
| Impairment losses/(reversal) on bonds | (1) | 9 |
| Impairment losses on mutual funds and equities | (4) | (7) |
| Impairment losses on other receivables | (4) | - |
| Other impairment losses | (24) | (49) |
| Provision for Voluntary Exit Scheme (note 23) | (33) | - |
| Resolution Fund contribution | - | (40) |
| Restructuring costs | (14) | (5) |
| Other expenses | (1) | (1) |
| Restructuring costs | (48) | (46) |
| Total from continuing operations | (72) | (95) |
In the period ended 30 September 2016, the Group recognized restructuring expenses amounting to € 14 million, of which € 8 million related with the acquisition of Alpha Bank's Branch in Bulgaria by Eurobank Bulgaria A.D. (note 30).
Additionally, during the period, the Group recognized € 4 million impairment losses on rental receivables.
For the nine months ended 30 September 2015, the Group recognized € 51 million impairment and valuation losses on investment and repossessed properties mainly in Greece, after considering the macroeconomic conditions and the persistent decline in real estate market prices.
In the period ended 30 September 2015, the Group reversed € 10 million impairment for the Ukrainian government bonds that were included in its held-to-maturity portfolio. Detailed information is presented in the consolidated financial statements for the year ended 31 December 2015.
In the third quarter of 2015, the Group recognized a provision of € 40 million in relation to the expected contributions relevant with the Directive 2014/59/EU for the recovery and resolution of credit institutions and investment firms (BRRD), which has been enacted in Greece with Law 4335/2015 in July 2015 and was also enacted in certain countries where the Group has activities. In the fourth quarter of 2015, the Group's entities were notified of the final contributions by the relevant national authorities and accordingly they were presented within operating expenses.
| 30 September | 30 September | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Current tax | (41) | (37) |
| Deferred tax | 14 | 551 |
| Income tax | (27) | 514 |
| Tax adjustments | 31 | 432 |
| Total tax (charge)/income from continuing operations | 4 | 946 |
According to Law 4334/2015, which was enacted on 16 July 2015 and amended tax Law 4172/2013, the nominal Greek corporate tax rate increased from 26% to 29% for income generated in accounting years 2015 and onwards. This tax rate change resulted in an increase of net deferred tax asset by € 508 million as at 30 September 2015, out of which € 489 million have been recorded in income statement, and € 19 million directly in equity (including Other Comprehensive Income - OCI). In particular, € 432 million of the € 489 million that have been recorded in the income statement refer to the effect due to change in tax rates applied on previous years' temporary differences, as well as on unused tax losses and the remaining € 57 million represent the effect due to change in tax rates applied on temporary differences and unused tax losses arisen in the first half of 2015.
In addition, dividends distributed, other than intragroup dividends which under certain preconditions are relieved from both income and withholding tax, are subject to 15% withholding tax, according to Law 4387/2016 and Law 4389/2016 which increased the respective tax rate from 10% to 15% for dividend distributions as of 1 January 2017 and onwards.
Furthermore, during the period ended 30 September 2016, following a favorable court decision, the Group has recognized a tax income of € 30.5 million for tax claims against the Greek State in relation to the one - off taxation of the Bank's non-taxed reserves which had been imposed by the Law 3513/2006.
For the year ended 31 December 2011 and onwards as the Law 4174/2013 (article 65A) currently stands (and as Law 2238/1994 previously provided in article 82), up to and including fiscal years starting before 1 January 2016, the Greek sociétés anonymes and limited liability companies whose annual financial statements are audited compulsorily, were required to obtain an 'Annual Tax Certificate', which is issued after a tax audit is performed by the same statutory auditor or audit firm that audits the annual financial statements. For fiscal years starting from 1 January 2016 and onwards, the 'Annual Tax Certificate' is not mandatory, however the Group's Greek companies will obtain such certificate.
The Bank has been audited by tax authorities up to 2009, while tax audit for 2010 performed by tax authorities is currently in progress. Furthermore, the Bank has obtained by external auditors unqualified tax certificates for years 2011 – 2015. In addition, New TT Hellenic Postbank and New Proton Bank, which were merged with the Bank in 2013, have obtained by external auditors unqualified tax certificates with a matter of emphasis for their unaudited by tax authorities periods/tax years 18/1-30/6/2013 and 9/10/2011- 31/12/2012, respectively, with regards to potential tax obligations resulting from their carve out. For both cases the Bank has formed adequate provisions.
The Group's subsidiaries, associates and joint ventures which operate in Greece (notes 17 and 18) have not been audited for a period of 2 to 8 tax years from the tax authorities. Where these entities are subject to statutory audit by external auditors, they have obtained unqualified tax certificates for years 2011 – 2015.
In accordance with the Greek tax legislation and the respective Ministerial Decisions issued, additional taxes and penalties may be imposed by the Greek tax authorities following a tax audit within the applicable statute of limitations (i.e. in principle five years as from the end of the fiscal year within which the relevant tax return should have been submitted), irrespective of whether an unqualified tax certificate has been obtained from the tax paying company.
The open tax years of foreign Group's bank subsidiaries are as follows: (a) Bancpost S.A. (Romania), 2011-2015, (b) Eurobank Cyprus Ltd, 2012-2015, (c) Eurobank Bulgaria A.D., 2013-2015, (d) Eurobank A.D. Beograd (Serbia), 2010 -2015, and (e) Eurobank Private Bank Luxembourg S.A., 2011-2015. The remaining of the Group's foreign entities (notes 17 and 18), which operate in countries
where a statutory tax audit is explicitly stipulated by law, have 1 to 6 open tax years in principle, subject to certain preconditions of the applicable tax legislation of each jurisdiction.
Deferred income taxes are calculated on all deductible temporary differences under the liability method as well as for unused tax losses at the rate in effect at the time the reversal is expected to take place.
The movement on deferred income tax is as follows:
| 30 September | |
|---|---|
| 2016 | |
| € million | |
| Balance at 1 January | 4,854 |
| Income statement credit/(charge) from continued operations | 14 |
| Available for sale investment securities | 1 |
| Cash flow hedges | (0) |
| Discontinued operations | 3 |
| Balance at 30 September | 4,872 Error-0.00100000000020373 |
The movement of € 3 million of discontinued operations refers to the partial reversal of deferred tax liability (DTL) on the taxable temporary differences associated with the Bank's investment in its insurance subsidiary, which has been recognized until the completion of its sale transaction, on 4 August 2016.
Deferred income tax assets/(liabilities) are attributable to the following items:
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| PSI+ tax related losses | 1,264 | 1,302 |
| Loan impairment | 2,878 | 2,810 |
| Unused tax losses | 256 | 319 |
| Valuations through the income statement | 321 | 302 |
| Costs directly attributable to equity transactions | 40 | 46 |
| Cash flow hedges | 29 | 29 |
| Valuations directly to available-for-sale revaluation reserve | 11 | 9 |
| Fixed assets | (3) | (1) |
| Defined benefit obligations | 12 | 11 |
| Other | 64 | 27 |
| Net deferred income tax | 4,872 | 4,854 |
The decrease of deferred tax asset for unused tax losses is mainly attributable to the Bank's taxable gains of € 219 million resulted from the sale of insurance operations.
The net deferred income tax is analyzed as follows:
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Deferred income tax assets | 4,876 | 4,859 |
| Deferred income tax liabilities (note 23) | (4) | (5) |
| Net deferred income tax | 4,872 | 4,854 |
Deferred income tax (charge)/credit in the income statement is attributable to the following items:
| 30 September | 30 September | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Loan impairment | 68 | 500 |
| Unused tax losses | (63) | 1 |
| Change in nominal tax rates (1) | - | 489 |
| Tax deductible PSI+ losses | (38) | (35) |
| Change in fair value and other temporary differences | 47 | 28 |
| Deferred income tax (charge)/credit from continued operations | 14 | 983 |
| Temporary differences relating to discontinued operations | 3 | 32 |
| Deferred income tax (charge)/credit | 17 | 1,015 |
(1)The amount of change in nominal tax rates represents the total effect in the income statement for the period ended 30 September 2015 that is analyzed above.
As at 30 September 2016, the Group recognized net deferred tax assets amounting to € 4.9 bn as follows:
The recognition of the above presented deferred tax assets is based on management's assessment, as at 30 September 2016, that the Group's legal entities will have sufficient future taxable profits, against which the unused tax losses, the deductible temporary differences, as well as the losses from PSI+ and the Greek state's debt buyback program can be utilized. The deferred tax assets are determined on the basis of the tax treatment of each deferred tax asset category, as provided by the applicable tax legislation of each jurisdiction, the eligibility of carried forward losses for offsetting with future taxable profits, the actual tax results for the year ended 31 December 2015 and the extrapolated tax results for the year ended 31 December 2016 using the actual tax results for the period ended 30 September 2016.
Additionally, the Group's assessment on the recoverability of recognized deferred tax assets is based on (a) the future performance expectations (forecasting operating results) and growth opportunities relevant for determining the expected future taxable profits, (b) the expected timing of reversal of the deductible and taxable temporary differences, (c) the probability that the Group entities will have sufficient taxable profits in the future, in the same period as the reversal of the deductible and taxable temporary differences (i.e. profits/ losses on sale of investments or other assets, etc.) or in the years into which the tax losses can be carried forward, and (d) the historical levels of Group entities' performance in combination with the previous years' tax losses caused by one off or non-recurring events.
As at 30 September 2016 the Group, for its DTA recoverability assessment, used the restructuring plan that was approved by the European Commission (EC) in November 2015 (note 6) as the forecast of its operating results for the period up to the end of 2018. For the years beyond 2018, the forecast of operating results was based on the management projections considering the growth opportunities of the Greek economy, the banking sector and the Group itself.
The level of the abovementioned forecasting operating results mainly derives from the Group's estimates regarding (a) the further reduction of its funding cost driven by the gradual repatriation of customer deposits, the further decrease of the respective interest rates and the replacement of more expensive funding sources, (b) the lower loan impairment losses as a result of the
macroeconomic conditions in Greece that are expected to improve and the actions already implemented by the Group regarding the effective management of troubled assets, (c) the effectiveness of the continuous cost containment measures, and (d) the gradual restoration of traditional commission income such as asset management and network fees and commissions relating with capital markets and investment banking activities.
The implementation of the abovementioned restructuring plan largely depends on the risks and uncertainties that stem from the macroeconomic environment in Greece (note 2).
According to article 27A of Law 4172/2013 as in force, which is applicable to Greek financial institutions, including leasing and factoring companies, deferred tax assets that have been recognized by the Bank due to (a) losses from the Private Sector Involvement ('PSI') and the Greek State Debt Buyback Program, and (b) accumulated provisions and other losses in general due to credit risk (provisions and credit losses) which were accounted as at 30 June 2015, will be converted into directly enforceable claims (tax credit) against the Greek State, provided that the Bank's after tax accounting result for the period, is a loss (starting from fiscal year 2016 onwards). As at 30 September 2016, deferred tax assets eligible for conversion to tax credits amounted to € 4,028 million. Further information is provided in the note 16 of the consolidated financial statements for the year ended 31 December 2015.
On 22 December 2015, the Group announced that it has reached an agreement with Fairfax Financial Holdings Limited ('Fairfax') to sell 80% of Eurolife ERB Insurance Group Holdings S.A. ('Eurolife') (the 'Transaction') for a cash consideration of € 316 million, subject to further adjustments based on the performance of the entity up to the completion of the Transaction, while Eurobank would retain a 20% stake.
The Transaction included: (a) Eurolife's Greek life and non-life insurance activities and Eurolife's brokerage subsidiary in Greece, which were presented in Wealth management segment, (b) Eurolife's Romanian life and non-life insurance activities, which were presented in International segment and (c) the bancassurance agreements between Eurolife subsidiaries and Eurobank, for the exclusive distribution of insurance products in Greece and Romania through Eurobank's sales network.
The results of the Group's Insurance operations are set out below.
| For the period ended | ||
|---|---|---|
| 31 July | 30 September | |
| 2016 | 2015 | |
| € million | € million | |
| Net interest income | 35 | 34 |
| Net insurance income | (25) | 20 |
| Gains less losses from investment securities | 53 | 15 |
| Other income/(loss) | (17) | 2 |
| Operating expenses | (15) | (20) |
| Profit/(loss) before impairments from discontinued operations | 31 | 51 |
| Other impairment losses | - | (4) |
| Profit/(loss) before tax from discontinued operations | 31 | 47 |
| Income tax (1) | (12) | (13) |
| Profit/(loss) after tax from discontinued operations before gain on disposal | 19 | 34 |
| Gain on disposal | 58 | - |
| Net Profit/(loss) from discontinued operations attributable to shareholders | 77 | 34 |
(1) During the period ended 30 September 2016, the Group partially reversed the deferred tax liability on the taxable temporary differences (capital gains) associated with the investment in Eurolife ERB Insurance Group Holding S.A by € 3 million (note 12).
Up to the date of disposal, cumulative gains (mainly related to the revaluation of available for sale securities) related to the insurance operations recognized in other comprehensive income amounted to € 81 million.
The major classes of assets and liabilities of Insurance operations are as follows:
| 31 July | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Financial instruments at FVTPL and investment securities | 1,916 | 1,816 |
| Other assets (1) | 113 | 105 |
| Total assets of disposal group classified as held for sale | 2,029 | 1,921 |
| Insurance reserves | 1,456 | 1,324 |
| Due to customers | 247 | 421 |
| Other liabilities | 97 | 71 |
| Total liabilities of disposal group classified as held for sale | 1,800 | 1,816 |
| Net intragroup assets of insurance operations | 187 | 325 |
| Net assets of disposal group classified as held for sale | 416 | 430 |
(1) Includes cash and cash equivalents of € 3 million.
The Transaction was completed on 4 August 2016, after all required regulatory approvals were obtained. The cash consideration pursuant to the Transaction documentation, after the distribution of a € 34 million dividend to Eurobank by Eurolife, reached € 321 million, including the adjustments performed due to the finalization of the completion statement of Eurolife.
Upon the completion of the Transaction, the Group derecognized the assets and liabilities of Eurolife and recognized its retained 20% interest as an associate using the equity method of accounting at its fair value of € 83 million. This is a non-recurring fair value measurement, categorized as Level 3 in the fair value hierarchy due to the significance of the unobservable inputs. The fair value was determined by reference to the consideration received for the disposal of Eurolife and is within the range of the values provided in the independent valuation reports used in determining the fair value of the insurance operations disposed. No gain or loss was recognised in relation to the re-measurement of the Group's retained interest in Eurolife to fair value.
The gain on the disposal of the Group's Insurance operations, including the recyclement to the income statement of the cumulative gains arising from the revaluation of available for sale securities previously recognized in other comprehensive income, amounts to € 58 million, after tax.
In March 2014, management committed to a plan to sell the Group's operations in Ukraine (including Public J.S.C. Universal Bank). The sale was considered probable, therefore, the Group's operations in Ukraine were classified as a disposal group held for sale. The Group's operations in Ukraine are presented in the International segment.
Following the classification of the disposal group as held for sale, in accordance with IFRS 5, the Group has measured it at the lower of its carrying amount and fair value less costs to sell. This is a non-recurring fair value measurement, categorized as Level 3 in the fair value hierarchy due to the significance of the unobservable inputs. The determination of fair value less costs to sell was based on recent bid offers received from third parties for the sale of the Group's operations in Ukraine, further adjusted by management in order to reflect the continuing stressed market environment.
The continuing adverse conditions in the country led to an extension of the period to complete the sale beyond one year. The Group's operations in Ukraine continue to be classified as a disposal group held for sale, as the Group remains committed to its plan to sell that disposal group. As at 30 September 2016, cumulative losses (currency translation differences) related to the Ukrainian held for sale operations recognized in other comprehensive income amounted to € 69 million (30 September 2015: € 68 million).
The results of the Group's operations in Ukraine classified as held for sale are set out below.
| Nine months ended 30 September | ||
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Net interest income | 7 | 2 |
| Net banking fee and commission income | 2 | 2 |
| Other income/(loss) (1) | (0) | (5) |
| Operating expenses | (10) | (12) |
| Impairment and remeasurement losses on loans and advances | 1 | (104) |
| Profit/(loss) before tax from discontinued operations | (0) | (117) |
| Income tax | 0 | 32 |
| Profit/(loss) after tax from discontinued operations | (0) | (85) |
| Net profit/(loss) from discontinued operations attributable to non controlling interests | (0) | (0) |
| Net profit/(loss) from discontinued operations attributable to shareholders | (0) | (85) |
| (1) Mainly referring to FX losses for the nine months ended 30 September 2015. |
The major classes of assets and liabilities of the Group's operations in Ukraine classified as held for sale are as follows:
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Cash and balances with central banks | 26 | 46 |
| Due from credit institutions | 5 | 19 |
| Trading and investment securities | 8 | 2 |
| Loans and advances to customers | 49 | 62 |
| Other assets | 1 | 1 |
| Total assets of disposal group classified as held for sale | 89 | 130 |
| Due to customers | 100 | 123 |
| Other liabilities | 1 | 2 |
| Total liabilities of disposal group classified as held for sale | 101 | 125 |
| Net Group funding associated with Ukrainian assets held for sale | 43 | 72 |
| Net assets of disposal group classified as held for sale | (55) | (67) |
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Wholesale lending | 19,276 | 19,606 |
| Mortgage lending | 17,914 | 18,261 |
| Consumer lending (1) | 6,329 | 6,570 |
| Small business lending | 7,125 | 7,246 |
| 50,644 | 51,683 | |
| Less: Impairment allowance (note 10) | (11,527) | (11,790) |
| 39,117 | 39,893 | |
| Included in gross loans and advances are: Past due more than 90 days |
17,605 | 18,190 |
(1) Credit cards balances are included.
As of 30 September 2014, in accordance with IAS 39, the Group has elected to reclassify certain impaired corporate bond loans from the 'Available-for-sale' portfolio to 'Loans and advances to customers' portfolio that met the definition of loans and receivables and the Group has the intention and ability to hold them for the foreseeable future or until maturity. The reclassifications were made with effect from 30 September 2014 at the loans' fair value of € 150 million (gross amount of € 592 million less fair value adjustment of € 442 million), which became their amortized cost at the reclassification date.
As at 30 September 2016, the carrying amount of these loans is € 92 million which approximates their fair value. No amounts would have been recognized in the OCI had these financial assets not been reclassified.
In the first quarter of 2016, Eurobank's Bulgarian subsidiary Eurobank Bulgaria A.D. completed the profitable assignment of a portfolio of non-performing (NPLs) consumer unsecured gross loans of € 72 million (€ 9 million, net of provision for impairment), which resulted in a gain of € 5 million, that has been recognized in 'Other operating income'.
In the second quarter of 2016, Eurobank's Romanian subsidiaries Bancpost S.A. and ERB Retail Services IFN S.A., and its Dutch subsidiary ERB New Europe Funding II B.V. completed the assignment of a portfolio of non-performing gross loans of € 162 million (€ 55 million, net of provision for impairment), which represented significant part of consumer unsecured loans past due more than 90 days as at 31 December 2015. Overall, the transactions resulted in a gain of € 6 million, that has been recognized in 'Other operating income'.
The aforementioned transactions are in line with the Group's strategy for the reduction of the NPLs, the risk weighted assets and the operating costs associated with the activities of servicing the said portfolios.
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Available-for-sale investment securities | 3,557 | 4,282 |
| Debt securities lending portfolio | 9,452 | 11,391 |
| Held-to-maturity investment securities | 567 | 618 |
| 13,576 | 16,291 |
The investment securities per category are analyzed as follows:
| 30 September 2016 | ||||
|---|---|---|---|---|
| Available- | Debt securities | Held-to- | ||
| -for-sale | lending | -maturity | ||
| securities | portfolio | securities | Total | |
| € million | € million | € million | € million | |
| - | 8,070 | - | 8,070 | |
| 729 | 932 | - | 1,661 | |
| 1,538 | - | - | 1,538 | |
| 878 | 307 | 385 | 1,570 | |
| 265 | 143 | 182 | 590 | |
| 3,410 | 9,452 | 567 | 13,429 | |
| 147 | - | - | 147 | |
| 3,557 | 9,452 | 567 | 13,576 |
| 31 December 2015 | ||||
|---|---|---|---|---|
| Available- | Debt securities | Held-to- | ||
| -for-sale | lending | -maturity | ||
| securities | portfolio | securities | Total | |
| € million | € million | € million | € million | |
| Debt securities | ||||
| - EFSF bonds | - | 10,042 | - | 10,042 |
| - Greek government bonds | 784 | 881 | - | 1,665 |
| - Greek government treasury bills | 2,157 | - | - | 2,157 |
| - Other government bonds | 981 | 311 | 394 | 1,686 |
| - Other issuers | 225 | 157 | 224 | 606 |
| 4,147 | 11,391 | 618 | 16,156 | |
| Equity securities | 135 | - | - | 135 |
| Total | 4,282 | 11,391 | 618 | 16,291 |
In 2008 and 2010, in accordance with the amendments to IAS 39, the Group reclassified eligible debt securities from the 'Availablefor-sale' portfolio to 'Debt securities lending' portfolio carried at amortized cost. Interest on the reclassified securities continued to be recognized in interest income using the effective interest rate method. As at 30 September 2016, the carrying amount of the reclassified securities was € 1,057 million. Had the financial assets not been reclassified, changes in the fair value for the period from the reclassification date until 30 September 2016 would have resulted in € 384 million losses net of tax, which would have been recognized in the available-for-sale revaluation reserve.
On 21 June 2016, Visa Inc announced the completion of the acquisition of Visa Europe Ltd. In accordance with the terms of the final transaction agreement, upon the closing of the transaction Visa Inc. paid an up-front cash consideration of € 12.2 bn and issued preferred shares equivalent to a value of € 5.3 bn to the shareholders of Visa Europe. In addition, a deferred cash payment of € 1.12 bn, including interest, will be paid on the third anniversary of the closing date.
The Group recognized its share of the sale proceeds, including € 38 million in cash, € 12 million in preferred shares and € 3 million as the present value of the deferred consideration in 'Gains less losses from investment securities'.
In April 2016 the European Financial Stability Facility (EFSF) allowed Greek banks, that have been recapitalized with EFSF notes, to sell the respective notes to the members of the Eurosystem, in accordance with the conditions applicable to the Public Sector Asset Purchase Program (PSPP), established by the European Central Bank (ECB). Accordingly, the Bank as at 30 September 2016 had proceeded with the sale of EFSF notes of face value of € 1,945 million, recognizing a gain of € 40 million in 'Gains less losses from investment securities'.
By 31 October 2016 the Bank had proceeded with an additional sale of EFSF notes of face value of € 489 million, which resulted in € 11 million gain.
The movement of investment property (net book value) is as follows:
| 30 September | |
|---|---|
| 2016 | |
| € million | |
| Cost: | |
| Balance at 1 January | 997 |
| Arising from acquisition (note 30) | 1 |
| Transfers from/to repossessed assets | 20 |
| Other transfers | 2 |
| Additions | 15 |
| Disposals and write-offs | (39) |
| Impairments | (4) |
| Exchange adjustments | (1) |
| Balance at 30 September | 991 |
| Accumulated depreciation: | |
| Balance at 1 January | (72) |
| Transfers | (0) |
| Disposals and write-offs | 3 |
| Charge for the period | (9) |
| Exchange adjustments | 0 |
| Balance at 30 September | (78) |
| Net book value at 30 September | 913 |
The following is a listing of the Bank's subsidiaries at 30 September 2016, included in the condensed consolidated interim financial statements for the period ended 30 September 2016:
| Name | Note | Percentage holding |
Country of incorporation |
Line of business |
|---|---|---|---|---|
| Be Business Exchanges S.A. of Business Exchanges Networks and Accounting and Tax Services |
98.01 | Greece | Business-to-business e-commerce, accounting and tax services |
|
| Cloud Hellas S.A. | a | 20.00 | Greece | Real estate |
| Eurobank Asset Management Mutual Fund Mngt Company S.A. |
100.00 | Greece | Mutual fund and asset management | |
| Eurobank Business Services S.A. | 100.00 | Greece | Payroll and advisory services | |
| Eurobank Equities S.A. | 100.00 | Greece | Capital markets and advisory services | |
| Eurobank Ergasias Leasing S.A. | 100.00 | Greece | Leasing | |
| Eurobank Factors S.A. | 100.00 | Greece | Factoring | |
| Eurobank Financial Planning Services S.A. | 100.00 | Greece | Management of overdue loans | |
| Eurobank Household Lending Services S.A. | 100.00 | Greece | Promotion/management of household products |
|
| GRIVALIA PROPERTIES R.E.I.C. | a | 20.00 | Greece | Real estate |
| Eurobank Property Services S.A. | 100.00 | Greece | Real estate services | |
| Eurobank Remedial Services S.A. | 100.00 | Greece | Notification to overdue debtors | |
| Hellenic Post Credit S.A. | 50.00 | Greece | Credit card management and other services | |
| Eurobank ERB Mutual Funds Mngt Company S.A. | 100.00 | Greece | Mutual fund management | |
| Herald Greece Real Estate development and services company 1 |
100.00 | Greece | Real estate | |
| Herald Greece Real Estate development and services company 2 |
100.00 | Greece | Real estate | |
| Eurobank Bulgaria A.D. | 99.99 | Bulgaria | Banking | |
| Bulgarian Retail Services A.D. | 100.00 | Bulgaria | Rendering of financial services and credit card management |
|
| ERB Property Services Sofia A.D. | 100.00 | Bulgaria | Real estate services | |
| ERB Leasing E.A.D. | 100.00 | Bulgaria | Leasing | |
| IMO 03 E.A.D. | 100.00 | Bulgaria | Real estate services | |
| IMO Central Office E.A.D. | 100.00 | Bulgaria | Real estate services | |
| IMO Property Investments Sofia E.A.D. | 100.00 | Bulgaria | Real estate services | |
| ERB Hellas (Cayman Islands) Ltd | 100.00 | Cayman Islands | Special purpose financing vehicle | |
| Berberis Investments Ltd | 100.00 | Channel Islands | Holding company | |
| ERB Hellas Funding Ltd | 100.00 | Channel Islands | Special purpose financing vehicle | |
| Eurobank Cyprus Ltd | 100.00 | Cyprus | Banking | |
| CEH Balkan Holdings Ltd | 100.00 | Cyprus | Holding company | |
| Chamia Enterprises Company Ltd | 100.00 | Cyprus | Special purpose investment vehicle | |
| ERB New Europe Funding III Ltd | 100.00 | Cyprus | Finance company | |
| Foramonio Ltd | 100.00 | Cyprus | Real estate | |
| NEU 03 Property Holdings Ltd | 100.00 | Cyprus | Holding company | |
| NEU II Property Holdings Ltd | 100.00 | Cyprus | Holding company | |
| NEU BG Central Office Ltd | 100.00 | Cyprus | Holding company | |
| NEU Property Holdings Ltd | 100.00 | Cyprus | Holding company | |
| Eurobank Private Bank Luxembourg S.A. | 100.00 | Luxembourg | Banking | |
| Eurobank Fund Management Company (Luxembourg) S.A. | 100.00 | Luxembourg | Fund management | |
| Eurobank Holding (Luxembourg) S.A. | 100.00 | Luxembourg | Holding company | |
| Grivalia Hospitality S.A. | a | 20.00 | Luxembourg | Real estate |
| Grivalia New Europe S.A. | a | 20.00 | Luxembourg | Real estate |
| ERB New Europe Funding B.V. | 100.00 | Netherlands | Finance company | |
| ERB New Europe Funding II B.V. | 100.00 | Netherlands | Finance company | |
| ERB New Europe Holding B.V. | 100.00 | Netherlands | Holding company | |
| Bancpost S.A. | 99.15 | Romania | Banking | |
| Eliade Tower S.A. | a | 20.00 | Romania | Real estate |
| ERB IT Shared Services S.A. | 100.00 | Romania | Informatics data processing | |
| ERB Leasing IFN S.A. | 100.00 | Romania | Leasing | |
| ERB Retail Services IFN S.A. | 100.00 | Romania | Credit card management | |
| Eurobank Finance S.A. | 100.00 | Romania | Investment banking | |
| Eurobank Property Services S.A. | 100.00 | Romania | Real estate services |
| Name | Note | Percentage holding |
Country of incorporation |
Line of business |
|---|---|---|---|---|
| IMO Property Investments Bucuresti S.A. | 100.00 | Romania | Real estate services | |
| IMO-II Property Investments S.A. | 100.00 | Romania | Real estate services | |
| Retail Development S.A. | a | 20.00 | Romania | Real estate |
| Seferco Development S.A. | a | 20.00 | Romania | Real estate |
| Eurobank A.D. Beograd | 99.98 | Serbia | Banking | |
| ERB Asset Fin d.o.o. Beograd | 100.00 | Serbia | Asset management | |
| ERB Leasing A.D. Beograd | 99.99 | Serbia | Leasing | |
| ERB Property Services d.o.o. Beograd | 100.00 | Serbia | Real estate services | |
| IMO Property Investments A.D. Beograd | 100.00 | Serbia | Real estate services | |
| Reco Real Property A.D. | a | 20.00 | Serbia | Real estate |
| ERB Istanbul Holding A.S. | 100.00 | Turkey | Holding company | |
| Public J.S.C. Universal Bank | b | 99.99 | Ukraine | Banking |
| ERB Hellas Plc | 100.00 | United Kingdom | Special purpose financing vehicle | |
| Anaptyxi II Plc (1) | - | United Kingdom | Special purpose financing vehicle | |
| Anaptyxi SME I Plc | - | United Kingdom | Special purpose financing vehicle | |
| Daneion 2007-1 Plc (1) | - | United Kingdom | Special purpose financing vehicle | |
| Daneion APC Ltd (1) | - | United Kingdom | Special purpose financing vehicle | |
| Karta II Plc | - | United Kingdom | Special purpose financing vehicle | |
| Themeleion II Mortgage Finance Plc (1) | - | United Kingdom | Special purpose financing vehicle | |
| Themeleion III Mortgage Finance Plc (1) | - | United Kingdom | Special purpose financing vehicle | |
| Themeleion IV Mortgage Finance Plc (1) | - | United Kingdom | Special purpose financing vehicle | |
| Themeleion Mortgage Finance Plc (1) | - | United Kingdom | Special purpose financing vehicle | |
| Tegea Plc | d | - | United Kingdom | Special purpose financing vehicle |
(1) SPVs under liquidation.
The following entities are not included in the condensed consolidated interim financial statements mainly due to immateriality:
(i) Holding entities of Group's special purpose financing vehicles: (a) Anaptyxi II Holdings Ltd, Themeleion III Holdings Ltd, Themeleion IV Holdings Ltd and Daneion Holdings Ltd, which are under liquidation and (b) Anaptyxi SME I Holdings Ltd, Karta II Holdings Ltd and Tegea Holdings Ltd, which was established in July 2016.
(ii) Dormant/under liquidation entities: Enalios Real Estate Development S.A., Hotels of Greece S.A.
(iii) Entities controlled by the Group pursuant to the terms of the relevant share pledge agreements: Finas S.A., Rovinvest S.A., Provet S.A. and Promivet S.A.
During the first half of 2016 the Group acquired, through Eurolife ERB Life Insurance S.A. and Eurolife ERB General Insurance S.A. 0.45% of GRIVALIA PROPERTIES R.E.I.C. In August 2016, following the disposal of the Group's Insurance operations (note 13), the total Group participation to GRIVALIA subgroup decreased from 20.93% to 20.00%.
In 2016, following a share capital increase, which was fully covered by ERB New Europe Holding B.V., the Group's participation to the company increased from 99.97% to 99.99%.
In June 2016, the liquidation of the company was completed.
In July 2016, Tegea Plc was established as the Group's special purpose financing vehicle (note 22).
In July 2016, the liquidation of the company was completed.
On 4 August 2016, the Group announced the completion of the sale of 80% of Eurolife ERB Insurance Group Holdings S.A. Hence, as of that date, the company and its subsidiaries (ERB Insurance Services S.A., Eurolife ERB General Insurance S.A., Eurolife ERB Life Insurance S.A., Diethnis Ktimatiki S.A., Eurolife ERB Asigurari De Viata S.A. and Eurolife ERB Asigurari Generale S.A.) are not consolidated (notes 13 and 18).
In September 2016, the Group announced the completion of the sale of 100% of IMO Rila E.A.D.
In September 2016, the Group disposed of ERB Property Services Ukraine LLC; the appropriate registration of the transaction by the local authorities was completed in early October 2016.
In October 2016, the Group entered into an agreement for the disposal of the company.
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Receivable from Deposit Guarantee and Investment Fund | 689 | 677 |
| Repossessed properties and relative prepayments | 430 | 463 |
| Pledged amount for a Greek sovereign risk financial guarantee | 246 | 258 |
| Income tax receivable | 293 | 271 |
| Other guarantees | 66 | 182 |
| Prepaid expenses and accrued income | 60 | 39 |
| Investments in associated undertakings and joint ventures (see below) | 95 | 10 |
| Other assets | 204 | 251 |
| 2,083 | 2,151 |
As at 30 September 2016, the receivable from Deposit Guarantee and Investment Fund includes a cash collateral amounting to € 3.7 million arising from the irrevocable payment commitment and collateral arrangement agreement signed between the Bank and the Single Resolution Board ('the SRB'), in May 2016 (note 29) .
As at 30 September 2016, other assets amounting to € 204 million (31 December 2015: € 251 million) mainly consist of receivables from (a) settlement balances with customers, (b) public entities, (c) legal cases, net of provisions and (d) brokerage activity.
The following is a listing of the Group's associated undertakings and joint ventures as at 30 September 2016:
| Country of | Percentage | |||
|---|---|---|---|---|
| Name | Note | incorporation | Line of business | Holding |
| Femion Ltd | Cyprus | Special purpose investment vehicle | 66.45 | |
| Tefin S.A. (1) | Greece | Motor vehicle sales financing | 50.00 | |
| Sinda Enterprises Company Ltd | Cyprus | Special purpose investment vehicle | 48.00 | |
| Singidunum - Buildings d.o.o. Beograd | b | Serbia | Development of building projects | 44.81 |
| Global Finance S.A. | Greece | Investment Financing | 33.82 | |
| Rosequeens Properties Ltd | Cyprus | Special purpose investment vehicle | 33.33 | |
| Rosequeens Properties SRL | Romania | Real estate | 33.33 | |
| Odyssey GP S.a.r.l. | Luxembourg | Special purpose investment vehicle | 20.00 | |
| Eurolife ERB Insurance Group Holdings S.A. | c | Greece | Holding company | 20.00 |
(1) In December 2013, the Extraordinary General Meeting of shareholders of the company decided its liquidation.
The Group's associated undertakings are Eurolife ERB Insurance Group Holdings S.A., Global Finance S.A. and Odyssey GP S.a.r.l.
In the first quarter of 2016, the liquidation of the company was completed.
In February 2016, IMO Property Investments A.D. Beograd acquired 50% of the shares and voting rights of Singidunum - Buildings d.o.o. Beograd ('Singidunum'), a real estate company incorporated in Serbia, for a cash consideration of € 10 million. At the date of acquisition, the Group's share of the net fair value of Singidunum's identifiable assets and liabilities amounted to € 10.16 million. Therefore, an excess amount of € 0.16 million over the cost of the investment arose, which was included as income in the Group's share of the entity's results in the first quarter of 2016.
In the second quarter of 2016, the Group's participation in Singidunum decreased from 50% to 44.81%, following a debt to equity conversion and the completion of an additional share capital increase of the company in favor of the other shareholder, Lamda Development B.V.
As of 4 August 2016, following the completion of the sale of 80% of Eurolife ERB Insurance Group Holdings S.A., the Group holds 20% ownership in the company. Hence, thereafter, Eurolife insurance group (Eurolife ERB Insurance Group Holdings S.A. and its subsidiaries) is considered as a Group's associated undertaking (note 13).
In October 2016, the Group acquired 50% of Piraeus Port Plaza 1 Development S.A., a real estate company, through its subsidiary GRIVALIA PROPERTIES R.E.I.C for a consideration of € 1.6 million. Based on the contractual terms of the shareholders' agreement, the company is considered as a joint venture of the Group and accordingly, the Group's indirect participation of 10% in the company will be accounted under the equity method.
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Secured borrowing from ECB and BoG | 16,829 | 25,267 |
As at 30 September 2016, the Bank has lowered its dependency on Eurosystem financing facilities to € 16.8 bn (of which € 13.1 bn funding from ELA), mainly as a result of the increase of wholesale secured funding and the selective assets deleveraging, and to some extent due to the deposit inflows. As at 31 October 2016, the Eurosystem funding stood at € 15.8 bn, of which € 13.1 bn funding from ELA.
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Secured borrowing from credit institutions | 6,816 | 3,969 |
| Borrowings from international financial and other institutions | 245 | 478 |
| Interbank takings | 57 | 39 |
| Current accounts and settlement balances with banks | 29 | 30 |
| 7,147 | 4,516 |
As at 30 September 2016, borrowings from international financial and other institutions include funds received by the Bank from IFG – Greek SME Finance S.A. of € 99 million, in order to provide financing to Small & Medium-Sized Enterprises (SMEs). The funds originated from the German and Greek State and are under the management of KFW (German government-owned development bank) and ETEAN S.A. (Hellenic fund for entrepreneurship and development) respectively.
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Term deposits | 14,755 | 13,653 |
| Savings and current accounts | 18,510 | 17,679 |
| Repurchase agreements | 53 | 53 |
| Other term products (note 22) | 50 | 61 |
| Total | 33,368 | 31,446 |
The other term products comprise of (a) senior medium-term notes held by Group's customers, amounting to € 18 million (31 December 2015: € 28 million) and (b) subordinated notes held by Group's customers, amounting to € 32 million (31 December 2015: € 33 million).
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Medium-term notes (EMTN) (note 21) | 60 | 108 |
| Subordinated - Lower Tier II (note 21) | 43 | 42 |
| 103 | 150 |
During the period, the Group proceeded with the repurchase of medium term notes of face value of € 17 million, recognizing a gain of € 2 million in 'Net trading income', while notes of face value of € 39 million matured.
In July 2016, the Bank proceeded with the issue of mortgage backed securities of face value of € 1.9 bn effected through a special purpose entity, Tegea Plc. The total issue was fully retained by the Bank.
As at 30 September 2016, the government guaranteed bonds under the second stream of the Greek Economy Liquidity Support Program (note 4), as well as the covered bonds, of face value of € 3,000 million and € 2,275 million, respectively, were retained by the Bank and its subsidiaries.
During the period, the Bank proceeded with the issue of covered bonds of face value of € 2,175 million, fully retained by the Bank.
During the period, the Bank proceeded with the redemption of government guaranteed bonds of face value of € 3,893 million, while bonds of face value of € 6,150 million matured, all of which were fully retained by the Bank.
During October 2016, the Bank issued government guaranteed bonds of face value of € 500 million, fully retained by the Bank (note 4).
Financial disclosures required by the Act 2620/28.08.2009 of the Bank of Greece in relation to the covered bonds issued, are available at the Bank's website (Investor Report for Covered Bonds Programs).
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Other provisions | 108 | 143 |
| Deferred income and accrued expenses | 114 | 70 |
| Settlement balances with customers (1) | 61 | 81 |
| Sovereign risk financial guarantee | 48 | 50 |
| Standard legal staff retirement indemnity obligations | 45 | 42 |
| Deferred tax liabilities (note 12) | 4 | 5 |
| Income taxes payable | 22 | 15 |
| Other liabilities | 261 | 336 |
| 663 | 742 |
As at 30 September 2016, other liabilities amounting to € 261 million mainly consist of payables relating with (a) suppliers and creditors, (b) bank checks and remittances, (c) contributions to insurance organizations, (d) duties and other taxes and (e) credit card transactions under settlement.
As at 30 September 2016, other provisions amounting to € 108 million mainly include outstanding litigations and claims in dispute of € 65 million (note 29), restructuring costs of € 28 million (of which € 24 million relate to the Voluntary Exit Scheme (VES), net of actual payments and € 4 million relate to the acquisition of Alpha Bank's Branch in Bulgaria by Eurobank Bulgaria A.D., note 30) and other provisions for operational risk events of € 10 million.
The implementation of the VES, which was designed for the Group's employees in Greece in the context of the implementation of the Group's restructuring plan and in line with the related principal commitments described therein (note 6), commenced in the second quarter of 2016 and is expected to be completed within the following months.
In this respect and prior to determining the estimated cost for the VES, the Group proceeded with the remeasurement of the retirement benefit obligations in the second quarter of 2016, by updating the last annual actuarial valuations and in particular the key actuarial assumptions prevailing prior to the VES implementation, as follows: discount rate of 2.0% (31 December 2015: 2.6%) and rate of future salary increases of 2.1% (31 December 2015: 2.2%), expressed as weighted averages. The remeasurement resulted in the increase of the retirement benefit obligations by € 4 million in total.
Following the aforementioned remeasurement, the cost for the VES, as re-estimated in the second quarter of 2016 in line with the Group's strategy, amounts to approximately € 95 million, net of provision for retirement benefits, out of which € 62 million was recognized as a provision in the fourth quarter of 2015. The VES aims to increase the Group's operating efficiency and is expected to result in an estimated annual saving of € 38 million.
The par value of the Bank's shares is € 0.30 per share (31 December 2015: € 0.30). All shares are fully paid. The movement of ordinary share capital, share premium and treasury shares is as follows:
| Ordinary share capital € million |
Treasury shares € million |
Net € million |
Share premium € million |
Treasury shares € million |
Net € million |
|
|---|---|---|---|---|---|---|
| Balance at 1 January 2016 | 656 | (0) | 656 | 8,056 | (1) | 8,055 |
| Purchase of treasury shares | - | (1) | (1) | - | (1) | (1) |
| Sale of treasury shares | - | 1 | 1 | - | 2 | 2 |
| Balance at 30 September 2016 | 656 | (0) | 656 | 8,056 | (0) | 8,056 |
The following is an analysis of the movement in the number of shares issued by the Bank:
| Number of shares | |||
|---|---|---|---|
| Issued | |||
| ordinary | Treasury | ||
| shares | shares | Net | |
| 2,185,998,765 | (780,893) | 2,185,217,872 | |
| - | (2,237,346) | (2,237,346) | |
| - | 2,241,896 | 2,241,896 | |
| Balance at 30 September 2016 2,185,998,765 |
(776,343) | 2,185,222,422 | |
Under Law 3756/2009, banks participating in the Government's Greek Economy Liquidity Support Program are not allowed to acquire treasury shares under article 16 of the Company Law.
In the ordinary course of business, subsidiaries of the Group may acquire and dispose of treasury shares.
| Preference Shares | ||
|---|---|---|
| 30 September | 31 December | |
| Number of | 2016 | 2015 |
| shares | € million | € million |
| 345,500,000 | 950 | 950 |
On 12 January 2009, the Extraordinary General Meeting of the Bank approved the issue of 345,500,000 non-voting, non-listed, nontransferable, tax deductible, non-cumulative 10% preference shares, with nominal value € 2.75 each, under Law 3723/2008 'Greek Economy Liquidity Support Program', to be fully subscribed to and paid by the Greek State with bonds of equivalent value. The proceeds of the issue amounted to € 940 million, net of expenses, and the transaction was completed on 21 May 2009. In accordance with the current legal and regulatory framework, the issued shares have been classified as Common Equity Tier I capital.
The preference shares pay a non-cumulative coupon of 10% of the issue price of each of the preference shares, subject to meeting minimum capital adequacy requirements, set by Bank of Greece (BoG), availability of distributable reserves in accordance with article 44Α of Company Law 2190/1920 and the approval of the Annual General Meeting. Five years after the issue of the preference shares, the Bank may redeem the preference shares at their nominal value. If such redemption is not possible, because the Bank's capital adequacy ratio would fall below the minimum requirements set by the BoG, the preference shares will be converted into ordinary shares or shares of any other class existing at the time of the conversion following a decision of the Minister of Finance and after a recommendation by the Governor of the BoG and on condition that at the expiry of the five year period, the Bank will have submitted, and the Minister of Finance will have approved, further to a recommendation by the Governor of the BoG, a restructuring plan of the Bank pursuant to the legislation as in force. The conversion ratio will take into account the average market price of the Bank's ordinary shares during the calendar year preceding such conversion. In case of non-redemption of the preference shares by the Bank at the expiration of the five year period, the abovementioned coupon is increased by 2% each year, following relevant decision by the Minister of Finance, upon recommendation of the BoG.
Based on the 2015 results and Law 3723/2008 in combination with article 44Α of Company Law 2190/1920, the distribution of dividends to either ordinary or preference shareholders is not permitted.
The outstanding amount of preferred securities issued by the Group through its Special Purpose Entity, ERB Hellas Funding Limited, as at 30 September 2016 is analyzed as follows:
| Series A | Series B | Series C | Series D | Total | |
|---|---|---|---|---|---|
| € million | € million | € million | € million | € million | |
| At 30 September 2016 | 2 | 4 | 18 | 19 | 43 |
All obligations of the issuer, in respect of the aforementioned issues of preferred securities, are guaranteed on a subordinated basis by the Bank. The analytical terms of each issue along with the rates and/or the basis of calculation of preferred dividends are available at the Bank's website. The preferred dividends must be declared and paid if the Bank declares a dividend. For the period ended 30 September 2016 and in 2015, the Bank did not distribute any dividend. Accordingly, ERB Hellas Funding Ltd announced the non payment of the non cumulative preferred dividend of the above series of preferred securities.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal (or most advantageous) market at the measurement date under current market conditions (i.e. an exit price). When a quoted price for an identical asset or liability is not observable, fair value is measured using another valuation technique that is appropriate in the circumstances, and maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs. Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect assumptions that market participants would use when pricing financial instruments, such as quoted prices in active markets for similar instruments, interest rates and yield curves, implied volatilities and credit spreads.
The Group's financial instruments carried at fair value or at amortized cost for which fair value is disclosed are categorized into the three levels of the fair value hierarchy based on whether the inputs to the fair values are observable or unobservable, as follows:
The fair value hierarchy categorization of the Group's financial assets and liabilities carried at fair value is presented in the following tables:
| 30 September 2016 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| € million | € million | € million | € million | |
| Financial assets measured at fair value: | ||||
| Financial instruments held for trading | 43 | 0 | 1 | 44 |
| Derivative financial instruments | 0 | 2,196 | 1 | 2,197 |
| Available-for-sale investment securities | 3,469 | 25 | 63 | 3,557 |
| Total financial assets | 3,512 | 2,221 | 65 | 5,798 |
| Financial liabilities measured at fair value: | ||||
| Derivative financial instruments | 0 | 2,753 | - | 2,753 |
| Due to customers: | ||||
| - Structured deposits | - | 3 | - | 3 |
| Debt securities in issue: | ||||
| - Structured notes | - | 2 | - | 2 |
| Trading liabilities | 2 | - | - | 2 |
| Total financial liabilities | 2 | 2,758 | - | 2,760 |
| 31 December 2015 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| € million | € million | € million | € million | |
| Financial assets measured at fair value: | ||||
| Financial instruments held for trading | 99 | 0 | 1 | 100 |
| Derivative financial instruments | 0 | 1,865 | 19 | 1,884 |
| Available-for-sale investment securities | 4,191 | 49 | 42 | 4,282 |
| Total financial assets | 4,290 | 1,914 | 62 | 6,266 |
| Financial liabilities measured at fair value: | ||||
| Derivative financial instruments | 1 | 2,358 | - | 2,359 |
| Due to customers: - Structured deposits |
- | 4 | - | 4 |
| Debt securities in issue: | ||||
| - Structured notes | - | 38 | - | 38 |
| Trading liabilities | 10 | - | - | 10 |
The Group recognizes transfers into and out of the fair value hierarchy levels at the beginning of the quarter in which a financial instrument's transfer was effected.
In the period ended 30 September 2016, equity instruments of € 13 million were transferred from Level 1 to Level 3, as their market was not considered active and their measurement was based on valuation techniques with significant unobservable inputs. In the same period, derivative financial instruments of € 19 million were transferred from Level 3 to Level 2, as the CVA adjustment calculated based on internal rating models, was not considered significant to their entire fair value measurement.
Reconciliation of Level 3 fair value measurements
| 30 September | |
|---|---|
| 2016 | |
| € million | |
| Balance at 1 January | 62 |
| Transfers into Level 3 | 13 |
| Transfers out of Level 3 | (19) |
| Additions, net of disposals and redemptions | 21 |
| Total gain/(loss) for the period included in profit or loss | (2) |
| Total gain/(loss) for the period included in other comprehensive income | (11) |
| Foreign exchange differences and other | 1 |
| Balance at 30 September | 65 |
The Group's processes and procedures governing the fair valuations are established by the Group Market Counterparty Risk Sector in line with the Group's accounting policies. The Group uses widely recognized valuation models for determining the fair value of common financial instruments that are not quoted in an active market, such as interest and cross currency swaps, that use only observable market data and require little management estimation and judgment. Observable prices or model inputs are usually available in the market for listed debt and equity securities, exchange-traded and simple over-the-counter derivatives. Availability of observable market prices and model inputs reduces the need for management judgment and estimation and also reduces the uncertainty associated with determining fair values.
Where valuation techniques are used to determine the fair values of financial instruments that are not quoted in an active market, they are validated against historical data and, where possible, against current or recent observed transactions in different instruments, and periodically reviewed by qualified personnel independent of the personnel that created them. All models are certified before they are used and models are calibrated to ensure that outputs reflect actual data and comparative market prices. Fair values estimates obtained from models are adjusted for any other factors, such as liquidity risk or model uncertainties, to the extent that market participants would take them into account in pricing the instrument. Fair values also reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and the counterparty, where appropriate.
Valuation controls applied by the Group may include verification of observable pricing, re-performance of model valuations, review and approval process for new models and/or changes to models, calibration and back-testing against observable market transactions, where available, analysis of significant valuation movements, etc. Where third parties' valuations are used for fair value measurement, these are reviewed in order to ensure compliance with the requirements of IFRS 13.
OTC derivative financial instruments are fair valued by discounting expected cash flows using market interest rates at the measurement date. Counterparty credit risk adjustments and own credit risk adjustments are applied to OTC derivatives, where appropriate. Bilateral credit risk adjustments consider the expected cash flows between the Group and its counterparties under the relevant terms of the derivative instruments and the effect of the credit risk on the valuation of these cash flows. As appropriate in circumstances, the Group considers also the effect of any credit risk mitigating arrangements, including collateral agreements and master netting agreements on the calculation of credit risk valuation adjustments (CVAs). CVA calculation uses probabilities of default (PDs) based on observable market data as credit default swaps (CDS) spreads, where appropriate, or based on internal rating models. The Group applies similar methodology for the calculation of debit-value-adjustments (DVAs), when applicable. Where valuation techniques are based on internal rating models and the relevant CVA is significant to the entire fair value measurement, such derivative instruments are categorized as Level 3 in the fair value hierarchy. A reasonably possible change in the main unobservable input (i.e. the recovery rate), used in their valuation, would not have a significant effect on their fair value measurement.
The Group determines fair values for debt securities held using quoted market prices in active markets for securities with similar credit risk, maturity and yield, quoted market prices in non active markets for identical or similar financial instruments, or using discounted cash flows method.
For debt securities issued by the Group and designated at FVTPL, fair values are determined by discounting the expected cash flows at a risk-adjusted rate, where the Group's own credit risk is determined using inputs indirectly observable, i.e. quoted prices of similar securities issued by the Group or other Greek issuers.
Unquoted available-for-sale equity instruments are estimated mainly (i) using third parties' valuation reports based on investees' net assets, where management does not perform any further significant adjustments, and (ii) net assets' valuations, adjusted where considered necessary.
The following table presents the carrying amounts and fair values of financial assets and liabilities which are not carried at fair value on the balance sheet:
| 30 September 2016 | ||
|---|---|---|
| Carrying | Fair | |
| amount | value | |
| € million | € million | |
| Loans and advances to customers | 39,117 | 38,889 |
| Investment securities | ||
| - Debt securities lending portfolio | 9,452 | 9,078 |
| - Held-to-maturity securities | 567 | 565 |
| Total financial assets | 49,136 | 48,532 |
| Debt securities in issue | 101 | 85 |
| Total financial liabilities | 101 | 85 |
| 31 December 2015 | ||
| Carrying | Fair | |
| amount | value | |
| € million | € million | |
| Loans and advances to customers | 39,893 | 39,748 |
| Investment securities | ||
| - Debt securities lending portfolio | 11,391 | 11,104 |
| - Held-to-maturity securities | 618 | 610 |
| Total financial assets | 51,902 | 51,462 |
| Debt securities in issue | 112 | 95 |
| Total financial liabilities | 112 | 95 |
The assumptions and methodologies underlying the calculation of fair values of financial instruments not carried at fair value are in line with those used to calculate the fair values for financial instruments carried at fair value. Particularly:
For other financial instruments which are short term or re-price at frequent intervals (cash and balances with central banks, due from credit institutions, due to central banks, due to credit institutions and due to customers), the carrying amounts represent reasonable approximations of fair values.
For the purpose of the cash flow statement, cash and cash equivalents comprise the following balances with original maturities of three months or less:
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Cash and balances with central banks (excluding mandatory and collateral deposits with | ||
| central banks) | 822 | 1,239 |
| Due from credit institutions | 603 | 906 |
| Cash and cash equivalents presented within assets of disposal groups classified as held for sale | 25 | 60 |
| Total | 1,450 | 2,205 |
Other (income)/losses on investment securities presented in continuing operating activities are analyzed as follows:
| 30 September | 30 September | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Amortisation of premiums/discounts and accrued interest | (11) | (57) |
| (Gains)/losses from sale | (99) | (13) |
| Dividends | (2) | (2) |
| Total | (112) | (72) |
For the period ended 30 September 2016, other adjustments on profit before income tax from continuing operations include the gain on the acquisition of the Alpha Bank's Branch in Bulgaria, amounting to € 55 million (note 30).
Credit related commitments are analyzed as follows:
| 30 September | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| € million | € million | |
| Guarantees (1) and standby letters of credit | 624 | 575 |
| Other guarantees (medium risk) and documentary credits | 459 | 503 |
| Commitments to extend credit | 386 | 353 |
| 1,469 | 1,431 |
(1) Guarantees that carry the same credit risk as loans.
Pursuant to a decision of the Single Resolution Board (the 'SRB') notified to financial institutions, the Bank signed an irrevocable payment commitment and collateral arrangement agreement with the SRB in May 2016 of an amount of € 3.7 million representing 15% of its resolution contribution for the year 2016.
According to the agreement, which is backed by cash collateral of an equal amount, the Bank undertook to pay to the SRB an amount up to the irrevocable payment commitment, in case of a call and demand for payment made by it, in relation to a resolution action. The said cash collateral is recognized as a financial asset as of 30 June 2016 (note 18).
As at 30 September 2016 there were a number of legal proceedings outstanding against the Group for which a provision of € 65 million was recorded (31 December 2015: € 66 million). The said amount includes € 40 million for the outstanding litigations with DEMCO S.A., which is related to the acquisition of New TT Hellenic Postbank S.A. in 2013.
Against the Bank various remedies have been filed in the form of lawsuits, applications for injunction measures and motions to vacate payment orders in relation to the contractual clauses of mortgage loans granted by the Bank in Swiss Francs (CHF) and the conditions under which the loans were granted. A class action has also been filed. To date there exist only first instance court judgments. In this sense it may be contended that the legal issue of the validity of the loans in CHF has not been finally resolved since this requires a judgment at a supreme court level. On the class action a judgment was issued which accepted it, the Bank,
though, intends to challenge it before the Court of Appeals as erroneous. In relation to the individual lawsuits the majority of the judgments issued are in favor of the Bank.
The Management of the Bank is closely monitoring any developments to the relevant cases to determine potential accounting implications in accordance with the Group's accounting policies.
On 1 March 2016, the acquisition of the entirety of the operations of Alpha Bank's Bulgarian Branch ('Branch') by Eurobank's subsidiary in Bulgaria, Eurobank Bulgaria A.D. ('Postbank'), was completed after obtaining the relevant regulatory approvals. The consideration for the acquisition of the Branch was € 1.
The acquisition of the Branch was accounted for as a business combination using the purchase method of accounting. The initial accounting for the business combination, including the fair value measurement of the assets and liabilities acquired, has not been finalized.
The provisional fair values of the assets and liabilities acquired are presented in the table below:
| Fair Value | |
|---|---|
| (Provisional | |
| values) | |
| Assets | € million |
| Cash and balances with central banks | 148 |
| Due from credit institutions | 30 |
| Net loans and advances to customers | 266 |
| Gross contractual amount: € 394 million | |
| Other assets (1) | 6 |
| Total Assets (2) | 450 |
| Liabilities | |
| Due to credit institutions | 162 |
| Due to customers | 283 |
| Other liabilities | 2 |
| Total Liabilities | 447 |
(1) Includes property, plant and equipment, intangibles assets and other assets.
(2) Includes cash and cash equivalents of € 40 million.
In addition, in the context of the business combination, on 2 March 2016 the Bank acquired € 55 million of Postbank's liabilities to Alpha Bank Group for a consideration of € 1.
The resulting total gain on the acquisition of the Branch, amounting to € 55 million net of acquisition-related costs of € 3 million, is attributed to the particular circumstances of the acquisition in line with the restructuring plans for Alpha Bank and Eurobank and has been recognized in 'Other operating income'.
The results of the Branch were incorporated in the Group's financial statements prospectively, as of 1 March 2016. If the acquisition had occurred on 1 January 2016, the Branch would have contributed revenue of € 2.71 million and net loss of € 0.26 million to the Group for the period from 1 January 2016 up to the date of acquisition.
The acquisition of the Branch constitutes a step forward for Postbank to further strengthen its position in the Bulgarian banking sector and expand its customer base in both the retail and corporate business segments. Postbank is expected to benefit from significant synergies, while maintaining its strong capital ratios and substantial liquidity buffers.
The Greek Law 4354/2015 as amended in 2016 and in force established an integrated and flexible framework for the outsourcing of management and transfer of claims from loans and credits granted by credit and financial institutions. Following the amendments of the above Law, which were enacted in the second quarter of 2016, it is provided among others that (a) two new types of companies are introduced in the Greek legal system: (i) Loans Management Companies (L.M.C.), which should be licensed by the Bank of Greece and are exclusively entrusted for the management of claims from loans and credits and (ii) Loans Transfer
Companies (L.T.C.), which must have entered into a servicing agreement with a L.M.C., (b) in addition to non - performing loans, performing loans can also independently be managed or transferred to the above companies, (c) the terms and conditions for the management and transfer of claims from loans and credits are further specified, (d) the refinancing of loans from L.M.C. is introduced, subject to the appropriate preconditions and (e) a specific tax regime is introduced for the above companies.
On 17 May 2016 Alpha Bank, Eurobank and KKR Credit reached a binding agreement to assign the management of credit and equity exposures to a selected number of Greek companies into a platform managed by Pillarstone. Subject to final Board approval, the European Bank for Reconstruction and Development (EBRD) is considering co-investing in partnership with KKR and the banks.
The platform will provide new long-term capital and operational expertise to large Greek corporate borrowers helping them stabilize, recover and grow for the benefit of all stakeholders. The Greek banks will participate in the upside potential of the businesses as performance recovers.
On 13 August 2016, the BNB published the results from the Asset Quality Review (AQR) and Stress Test (ST) of the Bulgarian banks. In particular, the BNB carried out:
(a) an AQR completed in June 2016, for the asset classes with a high risk of potential misstatement in the balance sheet, using as reference the data as at 31 December 2015 and
(b) a forward looking ST in July 2016, to assess the resilience of the banks to absorb shocks from hypothetical negative financial and macro economical developments.
The ST was based on the AQR-adjusted capital and risk-weighted assets. It applied two macroeconomic scenarios over a three-year horizon until 2018: (i) a baseline scenario which corresponded to the BNB macroeconomic forecast as of March 2016, and (ii) an adverse scenario which represented a simulation of plausible but low-probable hypothetical developments. In line with the latest European Banking Authority (EBA) practices, the ST did not contain a pass/fail threshold.
The post AQR Common Equity Tier 1 (CET1) ratio of Postbank stands at 21.2% against a pre AQR CET1 ratio of 22.2%, well above the 4.5% regulatory minimum, which is indicative of the strong capital position of the bank. The AQR of Postbank was a prudential exercise that did not have a significant impact on the Group's financial statements.
The CET1 ratio of Postbank under the baseline scenario stands at 27.1%, while under the adverse scenario stands at 19.7%, well above the minimum regulatory requirements.
On 18 October 2016, the Romanian parliament unanimously passed a bill that allows borrowers to convert Swiss francdenominated loans into local currency 'Leu' using the exchange rate prevailing on the date they were originated. The above law provision has not come into force yet. The Romanian Constitutional Court (RCC) is currently reviewing its constitutionality, following the relevant request by the government and the date for issuing the decision has been established for 23 November 2016. The Group awaits the decisions and the reasoning of the RCC and reserves its right to assess the legal possibility to seek recourse to the supranational European Court of Justice.
In addition, the Group is closely monitoring any developments to determine the effect on its financial statements in accordance with its accounting policies.
Details of significant post balance sheet events are provided in the following notes:
Note 2-Principal accounting policies Note 4-Greek Economy Liquidity Support Program Note 10-Impairment allowance for loans and advances to customers Note 15-Investment securities
Note 17-Shares in subsidiary undertakings Note 18-Other assets Note 19-Due to central banks Note 22-Debt securities in issue Note 33-Board of Directors
In November 2015, following the completion of the Bank's share capital increase, fully covered by investors, institutional and others the percentage of the Bank's ordinary shares with voting rights held by the HFSF decreased from 35.41% to 2.38%.
Despite the aforementioned significant decrease of its percentage, the HFSF is still considered to have significant influence over the Bank. In particular, in the context of the Law 3864/2010, as in force, HFSF exercises its voting rights in the Bank's General Assembly only for decisions concerning the amendment of the Bank's Articles of Association, including the increase or decrease of the Bank's capital or the granting of a corresponding authorization to the Bank's Board, decisions concerning the mergers, divisions, conversions, revivals, extension of duration or dissolution of the Bank, the transfer of assets (including the sale of subsidiaries), or any other issue requiring approval by an increased majority as provided for in Company Law 2190/1920. In addition, the Bank has entered into a new Relationship Framework Agreement (RFA) with the HFSF on 4 December 2015 replacing the previous one, signed on 26 August 2014, which regulates, among others, (a) the Bank's corporate governance, (b) the restructuring plan and its monitoring, (c) the monitoring of the implementation of the Bank's Non-Performing Loans (NPL) management framework and of the Bank's performance on NPL resolution, (d) the Material Obligations and the switch to full voting rights, (e) the monitoring of the Bank's actual risk profile against the approved Risk and Capital Strategy, (f) the HFSF's prior written consent for the Bank's Group Risk and Capital Strategy and for the Bank's Group Strategy, Policy and Governance regarding the management of its arrears and non-performing loans and (g) the duties, rights and obligations of HFSF's Representative in the Bank's Board.
A number of banking transactions are entered into with related parties in the normal course of business and are conducted on an arm's length basis. These include loans, deposits and guarantees. In addition, as part of its normal course of business in investment banking activities, the Group at times may hold positions in debt and equity instruments of related parties.
The outstanding balances of the transactions with (a) the key management personnel (KMP) and the entities controlled or jointly controlled by KMP as well as (b) the associates and joint ventures, and the relating income and expenses are as follows:
| 30 September 2016 31 December 2015 |
||||
|---|---|---|---|---|
| KMP(1) & Entities | KMP(1) & Entities | |||
| controlled or jointly | Associates (3) & | controlled or jointly | Associates & | |
| controlled by KMP | joint ventures | controlled by KMP | joint ventures | |
| € million | € million | € million | € million | |
| Loans and advances to customers net of provision(2) | 7.22 | 23.33 | 6.81 | 5.91 |
| Other assets | - | 4.14 | - | - |
| Due to customers | 5.79 | 120.71 | 5.28 | 8.57 |
| Debt securities in issue | - | 11.95 | - | - |
| Other liabilities | 0.02 | 3.79 | 0.14 | - |
| Guarantees issued | - | 32.17 | - | - |
| Guarantees received | 0.09 | - | 0.10 | - |
| Nine months ended 30 September 2016 | Nine months ended 30 September 2015 | |||
| Net interest income | 0.02 | - | 0.03 | 0.09 |
| Net banking fee and commission income | - | 0.02 | 0.01 | - |
| Net trading income | - | (0.38) | - | - |
| Gains less losses from investment securities(4) | - | 0.18 | - | - |
| Impairment losses on loans and advances | - | (0.01) | - | - |
| Other operating income/(expenses) | - | (0.16) | (0.21) | - |
(1)Includes the key management personnel of the Group and their close family members.
(2) Includes an impairment allowance of € 16.86 million against loans balances with a Group's associated undertaking and a joint venture.
(3) As of 4 August 2016, Eurolife insurance Group has been accounted for as an associate (note 13).
(4) From August to September 2016, the Bank proceeded with the sale of GTBs of € 219 million face value to the Eurolife insurance Group.
For the period ended 30 September 2016, there were no material transactions with the HFSF. As at 31 December 2015, the Group had recorded a receivable of € 2 million from HFSF, which has been collected in the first quarter of 2016.
In addition, as at 30 September 2016 the loans, net of provisions, granted to non consolidated entities controlled by the Bank pursuant to the terms of the relevant share pledge agreements (note 17) amounted to € 5.2 million (31 December 2015: € 4.3 million).
Key management personnel are entitled to compensation in the form of short-term employee benefits of € 3.88 million (30 September 2015: € 5.05 million) and long-term employee benefits (excluding share-based payments) of € 0.55 million (30 September 2015: € 0.70 million). Additionally, the Group has recognized € 0.57 million expense relating with GRIVALIA PROPERTIES's equity settled share based payments (30 September 2015: 0.6 million expense).
The Board of Directors was elected by the Annual General Meeting held on 27 June 2013 for a three years term of office. The Annual General Meeting held on 26 June 2015 approved the extension of the term of office of the current Board until 2018 and more specifically by 27 June 2018, prolonged until the end of the period the Annual General Meeting for the year 2018 will take place.
On 15 June 2016, the Annual General Meeting elected two new Board members, Mrs. Lucrezia Reichlin and Mr. Jawaid Mirza, whose term of office will expire concurrently with the term of office of the other members of the Board of Directors, and designated those new members as independent non-executive Directors.
On 26 October 2016, the Board of Directors appointed Mr. George Myhal as new Board member in replacement of the resigned Board member Mr. Jon Steven Haick, for an equal term to the remaining term of the resigned member.
On 3 November 2016, Mr. Spyros Lorentziadis submitted his resignation from the Board of Directors.
Following the above, the Board of Directors is as follows:
| N. Karamouzis | Chairman, Non-Executive |
|---|---|
| F. Karavias | Chief Executive Officer |
| S. Ioannou | Deputy Chief Executive Officer |
| T. Kalantonis | Deputy Chief Executive Officer |
| W. S. Burton | Non-Executive |
| G. Chryssikos | Non-Executive |
| G. Myhal | Non-Executive Independent |
| B. P. Martin | Non-Executive Independent |
| S. L. Johnson | Non-Executive Independent |
| J. Mirza | Non-Executive Independent |
| L. Reichlin | Non-Executive Independent |
| C. Andreou | Non-Executive (Greek State representative under Law 3723/2008) |
| K. H. Prince – Wright | Non-Executive (HFSF representative under Law 3864/2010) |
Athens, 15 November 2016
CHAIRMAN OF THE BOARD OF DIRECTORS
CHIEF EXECUTIVE OFFICER
Nikolaos V. Karamouzis Fokion C. Karavias Harris V. Kokologiannis I.D. No ΑΒ – 336562 I.D. No ΑΙ ‐ 677962 I.D. No AK-021124 GENERAL MANAGER OF GROUP FINANCE GROUP CHIEF FINANCIAL OFFICER
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