5 - Banque Courtois
Transcription
5 - Banque Courtois
Update to the 2015 Registration Document (including the June 30, 2016 interim financial report) 2 Crédit du Nord Group - Update to the 2015 Registration Document CONTENTS 1 2 3 Person responsible for the Registration Document __________4 Statutory Auditors ___________________________________5 Corporate Governance ________________________________6 1. Corporate Governance as at June 30, 2016 ......................................................................6 2. General Meeting of Shareholders of May 19, 2016 ..............................................................7 3. Risk Committee ...................................................................................................................8 4 5 Group structure _____________________________________9 Consolidated financial statements as at June 30, 2016 ______ 11 1. Key figures as at June 30, 2016 ........................................................................................11 2. Management Report ..........................................................................................................13 Consolidated balance sheet...............................................................................................26 Consolidated income statement ........................................................................................28 Statement of net income and gains and losses booked directly to equity ..........................29 Change in shareholders’ equity..........................................................................................30 Statement of cash flows ....................................................................................................32 3. Consolidated financial statements......................................................................................26 4. Notes to the consolidated financial statements ..................................................................33 5. Statutory auditors’ review report on the half-yearly financial statements ............................55 6 7 Capital adequacy ratio Disclosures under Pillar 3 __________ 56 Cross Reference tables ______________________________ 58 1. Updated cross reference table ..........................................................................................58 2. Cross Reference table for the Interim Financial Report .....................................................61 Crédit du Nord Group - Update to the 2015 Registration Document 3 1 Person responsible for the Registration Document 1. Person responsible for the registration document: Philippe AYMERICH, Chief Executive Officer of Crédit du Nord. 2. Certification by the person responsible for the registration document: I hereby certify, having taken all reasonable measures to this end, that to the best of my knowledge, the information contained in this updated 2015 Registration Document is true and that there are no omissions that could impair its meaning. I certify that to the best of my knowledge, the condensed consolidated interim financial statements were drawn up in accordance with applicable accounting standards and present fairly, in all material respects, the financial position and results of the parent company and of the entire Group as constituted by the consolidated companies, and that the Interim Management Report included in the sections of the present update, listed in the cross-reference table in section 7 accurately reflects the major events that took place over the first six months of the financial year, their impact on the accounts, the key transactions between related parties, as well as a description of the main risks and uncertainties for the remaining six months of the financial year. I received a letter of completion from the statutory auditors in which they state that they verified the information in respect of the financial position and accounts presented in this update and that they read through the entire 2015 Registration Document and this update (A-01). The historic financial information presented in the 2015 Registration Document was addressed in the Statutory Auditors’ reports, appearing on pages 137 to 138 and 202 to 204 of the 2015 Registration Document, in addition to financial information included in reference to fiscal years 2013 and 2014, respectively on pages 133 to 134 and 191 to 192 of the 2013 Registration Document and on pages 139 to 140 and 202 to 203 of the 2014 Registration Document. The Statutory Auditor’s reports referring to the 2013, 2014 and 2015 annual consolidated financial statements contain one observation. Paris, August 26, 2016 Chief Executive Officer, Philippe AYMERICH 4 Crédit du Nord Group - Update to the 2015 Registration Document 2 Statutory Auditors ERNST & YOUNG et Autres DELOITTE & ASSOCIES Represented by Vincent ROTY Represented by José-Luis GARCIA Adress: 1/2, place des Saisons 92 400 Courbevoie - Paris-La Défense 1 Address : 185, avenue Charles de Gaulle 92 200 Neuilly-sur-Seine Date appointed: May 4, 2000 Date appointed: May 4, 2000 Date of last reappointment: May 11, 2012 for six fiscal years Date of last reappointment: May 11, 2012 for six fiscal years Expiry of this mandate: at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements for the fiscal year ending December 31, 2017. Expiry of this mandate: at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements for the fiscal year ending December 31, 2017. Alternate statutory auditors: Société PICARLE et Associés Represented by Marc CHARLES Alternate statutory auditors: Société BEAS Represented by Mireille BERTHELOT Crédit du Nord Group - Update to the 2015 Registration Document 5 3 Corporate Governance 1. Corporate Governance as at June 30, 2016 Board of Directors Date of first appointment (1) Term of office expires at the Shareholders' Meeting in May (4) Chairman of the Board of Directors Bernardo SANCHEZ INCERA May 28, 2014 (Director) 2018 October 31, 2014 (Chairman) Director Didier ALIX Philippe AYMERICH (2) Sophie-Ségolène BENHAMOU Véronique CHAUFFERT-YVART Thierry DIGOUTTE (3) Bruno FLICHY Anne MARION-BOUCHACOURT Mehdi MADJI (3) Thierry MULLIEZ Anne PERRIN Annie PRIGENT (3) Jean-François SAMMARCELLI Patrick SUET January 7, 2010 January 11, 2012 May 28, 2014 May 19, 2016 July 26, 2013 April 28, 1997 May 16, 2013 November 13, 2015 May 6, 2011 May 19, 2016 December 4, 2012 January 1, 2010 May 3, 2001 2020 2019 2018 2020 2018 2019 2017 2018 2019 2020 2018 2017 2019 (1) Term of office: Four years (with the exception of employee representatives, whose term of office is three years). (2) Chief Executive Officer. (3) Employee representative. (4) With the exception of employee representatives, who are elected. The Board of Directors has met twice since the start of 2016 to discuss changes in the Board; examine the budget; annual and interim financial statements; and analyse and discuss important strategic decisions concerning commercial, organisational and investment policies. The Board of Directors of Crédit du Nord met on July 28, 2016 to review the condensed consolidated interim financial statements. The General Meeting of Shareholders was held on May 19, 2016. Executive Committee Philippe AYMERICH, Chief Executive Officer, Philippe AMESTOY, Deputy Chief Executive Officer Yves BLAVET, Head of Group Resources, Philippe CALMELS, Head of Human Resources, Stéphane LABAT SAINT VINCENT, Corporate Secretary, Clara LEVY-BAROUCH, Chief Financial Officer, François ORAIN, Head of Business Customers, Pierre SOUVRAS, Head of the Risk Division, Eric l’HOTE, Head of Communications (attends Executive Committee). 6 Crédit du Nord Group - Update to the 2015 Registration Document 3 Corporate Governance 2. General Meeting of Shareholders of May 19, 2016 The shareholders of Crédit du Nord, a public limited company (société anonyme) with share capital of €890,263,248 divided into 111,282,906 shares each with a par value of €8, met at the Ordinary Shareholders’ Meeting on May 19, 2016 held at the registered office located at 59 Boulevard Haussmann in the 8th arrondissement of Paris. All the shareholders were in attendance or were represented, totalling 111,282,906 shares. As the legally required quorum for holding an Ordinary General Shareholders’ Meeting had been met, the duly convened Meeting took place. All the resolutions submitted by the Board of Directors were adopted: • The 2015 consolidated and individual financial statements were approved. • Didier ALIX was reappointed for a four-year term; • two independent directors were appointed: Véronique CHAUFFERT-YVART and Anne PERRIN. In addition, Séverin CABANNES, whose term of office expired at the end of the Shareholders’ Meeting on May 19, was not reappointed. Resolutions put to a vote: 10 resolutions within the authority of the Ordinary General Shareholders’ Meeting 1. Approval of consolidated financial statements, 2. Approval of individual financial statements and discharge of Directors, 3. Distribution of earnings, 4. Approval of the regulated agreements addressed by Articles L.225-38 et seq. of the French Commercial Code, 5. Consultative opinion on the compensation paid in 2015 to the persons referred to in Article L. 511-71 of the French Monetary and Financial Code, 6. Reappointment of a Director, 7. and 8. Appointment of two directors 9. Adjustment of the budget for attendance fees, 10. Powers. With the appointment of two independent directors at the last shareholders’ meeting, Crédit du Nord now has five women on its board, including one employee representative, out of a total of 14 members. Crédit du Nord Group - Update to the 2015 Registration Document 7 3 Corporate Governance Comité des risques 3. Risk Committee Crédit du Nord’s Risk Committee has three members: • Didier ALIX, Chairman, • Sophie-Ségolène BENHAMOU and, • Patrick SUET. The Risk Committee meets twice a year. In the first half of 2016, the Committee met on April 7. Four items on the agenda were examined and discussed at the meeting: 1- Consideration of the risks posed by the pricing policy 2- Summary of the work performed by Periodic Control 3- Review of counterparty and operational risks 4- Relations with the supervisory authorities The next Committee meeting is scheduled for September 28, 2016. 8 Crédit du Nord Group - Update to the 2015 Registration Document 4 Group structure The diagram below shows the links between the main Crédit du Nord Group entities. Direct shareholdings are listed as well as the overall percentage of capital directly or indirectly held by the Group. CREDIT DU NORD 100% 100% 99.99% 100% BANQUE COURTOIS SOCIETE MARSEILLAISE DE CREDIT BANQUE RHONE-ALPES BANQUE LAYDERNIER 99.87% 100% 100% KOLB INVESTISSEMENT BANQUE KOLB BANQUE NUGER BANQUE TARNEAUD 100% 50% 35% 100% NORBAIL IMMOBILIER ANTARIUS BANQUE POUYANNE SDB GILBERT DUPONT 78.44% 100% 21.43% 99.80% 100% 100% 100% 100% ETOILE ID STAR LEASE NORIMMO NORBAIL SOFERGIE 0.20% 99.96% 100% S.F.A.G. 0.04% 100% 100% CREDINORD CIDIZE PARTIRA Crédit du Nord Group - Update to the 2015 Registration Document 9 10 Crédit du Nord Group - Update to the 2015 Registration Document 5 Consolidated financial statements as at June 30, 2016 1. Key figures as at June 30, 2016 Consolidated Group data Balance sheet 30/06/2016 IAS/IFRS 31/12/2015 IAS/IFRS % change 2016/2015 IAS/IFRS Customer deposits 40,039.2 36,871.9 +8.6 Customer loans 38,976.0 38,064.4 +2.4 (in €m) Shareholders’ equity (incl. income for the current period) 2,920.4 2,943.0 -0.8 Doubtful loans (gross) 2,738.4 2,739.7 -0.0 -1,426.7 -1,420.2 +0.5 TOTAL BALANCE SHEET 62,295.7 59,251.0 +5.1 ASSETS UNDER MANAGEMENT (OFF-BALANCE SHEET) 26,316.5 26,203.7 +0.4 30/06/2016 30/06/2015 % change 2016/2015 1,098.7 982.8 +11.8 Gross operating income 492.6 378.0 +30.3 Operating income before corporation tax 446.1 308.6 +44.6 Consolidated net income 327.8 197.4 +66.1 Impairments of individually impaired loans Income Statement (in €m) Net banking income Crédit du Nord Group - Update to the 2015 Registration Document 11 5 Consolidated financial statements as at June 30, 2016 Key figures as at June 30, 2016 Ratios (as a %) Cost of risk/Outstanding loans Common Equity Tier 1 Ratio (fully loaded Basel 3 CET 1) Fully loaded Basel 3 solvency ratio 30/06/2016 30/06/2015 0.28% 0.43% 9.3% 9.1% 11.7% 11.9% 30/06/2016 31/12/2015 Ratings Standard and Poor’s Fitch CT A-1 A-1 LT A A CT F1 F1 LT A A bbb + bbb + (1) Intrinsic (1) The intrinsic rating is Crédit du Nord Group’s individual rating as determined by the rating agency, i.e. separate from Societe Generale Group. 12 Crédit du Nord Group - Update to the 2015 Registration Document Consolidated financial statements as at June 30, 2016 Management Report 5 2. Management Report First-Half 2016 Sluggish global growth, undermined by rising political risks in developed countries After a turbulent start to the year, financial markets and commodities have benefited from a lull between March and early June. The price of oil reversed some of its slide in late 2015. During the period, the global equity markets have generally stabilised. Against this backdrop, the global economic environment remains difficult, rendered even more vulnerable by major political elections due to occur in the short and medium term in the United States, Italy, France, and so on. In the United States, the state of affairs at the start of the year presented sharp contrasts, with underwhelming figures for consumption and investment levels dropping. The resurgence in growth over the second quarter could open the door to another key interest rate hike in the months to come. As for the emerging economies, the climate remained gloomy overall since the year began. The decline in commodity prices significantly impacted some countries such as Russia or Brazil. These countries fell into recession with a spike in inflation exacerbated by the depreciation of their currencies. In the eurozone, activity remained stable in the first half of the year. Faced with risks to growth and inflation, the ECB once again stepped up its monetary easing in March: the expansion of its asset purchase (QE - Quantitative Easing) programme, which is now open to corporate bonds, further cuts to its key interest rates (including a deposit facility rate set at -0.40%), and a new programme (TLTRO) to provide long-term financing for the economy through bank credit. Furthermore, the UK’s future exit from the European Union clearly heightened the uncertainty that already posed a persistent threat to the European economy. Although the German economy continued to move in a positive direction and remained a driving force for Europe, due to strong consumption and record-low unemployment, the Spanish and Italian economies were still highly fragile and their recoveries uncertain. In France, growth was shaky but demonstrated a slightly more positive trend (and prospects) in the first half. Household consumption increased early in the year, sustained by growing purchasing power and zero inflation. Business investment showed some signs of improvement in a context of low interest rates and tax incentives intended to boost demand. However, major vulnerabilities remain, particularly a still-high unemployment rate. The recent turnaround observed in the employment market still needs to be consolidated. Even in challenging circumstances, Crédit du Nord Group delivered solid sales activity and resilient financial performance Crédit du Nord posted significantly higher earnings for the first six months of 2016, boosted by a gain earned by tendering its VISA Europe securities to the VISA Inc. offering (€110.4 million). As a result, consolidated NBI rose +11.8% to €1,098.7 million at June 30, 2016. Operating expenses remain under control at -€606.1 million (+0.2%). Meanwhile, the cost of risk decreased significantly to -€62.4m, confirming a positive trend for the Group’s risk profile. Operating income improved by +46.0% to €430.2 million, bringing Group consolidated net income up by +66.1% to €327.8 million. These positive results bring Crédit du Nord Group’s ROE to 22.4%, for a fully loaded Basel 3 Common Equity Tier 1 ratio of 9.3% at June 30, 2016. The Group’s NBI fell by -2.1% over the first half after restatement for the gain on the VISA transaction, PEL/ CEL loss allowances and non-economic items (fair value measurement of financial liabilities, valuation of derivative products - Credit Value Adjustment [CVA] and Debit Value Adjustment [DVA]). Crédit du Nord Group - Update to the 2015 Registration Document 13 5 Consolidated financial statements as at June 30, 2016 Management Report Restated for these items, the net interest margin fell by -6.0%, despite a substantial increase in deposit volumes and solid levels of loan origination in all of the Group’s markets. The interest margin was held back by a persistent low-interest rate environment that weighed down operating margins. Net fee income gained +3.7%, buoyed by an increase in service fees (+4.9%). This trend was driven by substantial customer acquisition and a sustained effort to increase the number of products sold to customers and expand the product range. Variable insurance commission inflows during the first half were also a contributing factor. Financial fee income was stable over the six-month period, reflecting a difficult market environment despite robust sales for the Group’s growth drivers. Crédit du Nord posted strong performance for its growth drivers Financial savings maintained its momentum over the first half of 2016 (particularly with a +10.7% increase in life insurance inflows). In a tougher financial market environment, Group advisors continued their efforts to promote Financial Savings with our target customer base of high-end and wealth management clients. Nearly 22,000 Antarius Sélection and Antarius Duo life insurance policies were sold. “Gestion Initiale” production benefited from extraordinary sales, with 4,200 contracts signed. This option, which was launched in 2015, assists high-end and wealth management customers with managing their assets. The Private Banking business continued to expand: • with more than 3,300 clients at end-June 2016, up +17% year-on-year, and net inflows of €522 million, up by +132%; • NBI was up +26% compared to June 30, 2015. The Forex and Fixed Income business was down slightly (-4% NBI) compared to 2015, which had been an extraordinary year. As for insurance product distribution, the first half of 2016 was a period of robust activity. The launch of 14 Crédit du Nord Group - Update to the 2015 Registration Document Accidents de la Vie personal injury insurance at the start of the year was a resounding success with nearly 12,000 policies sold in six months. After two successful years, the Multi Risk Housing product continued to be driven by real sales momentum (nearly 15,000 policies sold). Finally, personal protection, casualty and bank insurance policies accounted for a total of 66,000 policies sold in the first half. Crédit du Nord is ramping up its digitisation and digital transformation projects, aimed at improving sales efficiency and customer satisfaction Crédit du Nord continued its efforts to enhance the workstations at its branches by incorporating new working situations and new products and services (launch of a new range of Accidents de la Vie personal injury insurance products and Etoile Etudes student loans). Crédit du Nord has been a pioneer in terms of providing its advisors with mobile solutions, equipping all of its employees with tablet computers. It also continued to expand the tasks that can be carried out remotely, leading to constant improvement in the speed and simplicity with which we respond to the needs of our clients and prospects: • using their tablets, professional customer advisors can not only present the various financial products and banking services, run simulations, and access video conferencing solutions, but they can also, as of the first half of this year, open accounts for clients or sign them up for products using an electronic signature. This brings the bank to our clients. • access to various remote banking services was combined under a single number (34 50) that offers clients the possibility of carrying out most simple banking transactions by phone with a multimedia advisor from 8 a.m. to 9 p.m., six days a week, when their branch is closed. • clients can also sign up for products and services remotely or by phone through their usual branch advisor without the need for a visit. Consolidated financial statements as at June 30, 2016 Management Report Crédit du Nord continued to overhaul its banking applications to offer the same features on all channels (internet, smartphone and tablet computers) using a modern, fluid and user-friendly interface so that its independent clients can carry out their transactions themselves. As a result, services such as entering beneficiaries, transferring funds, checking upcoming direct debits and viewing personal protection and other insurance policies are provided no matter which device or operating system (Android, iOS and Windows) is used. After 2015, a historic year in terms of customer acquisition, growth in the active Individual Customer base slowed down slightly in the first half of 2016, at 2.2% year-onyear, with more than 65,800 new clients. At June 30, 2016, the customer base consisted of nearly 1.9 million active individual customers. Two new special applications were also launched this year: the smartwatch app and the employee savings app. (at June 30) 5 Further development of the individual customer base Individual Customer Base Number of customers (thousands) +2.2 % In the interest of permanently guaranteeing the confidentiality of information exchanged and helping clients browse securely, Crédit du Nord offers them secure software (“Trusteer”). More and more clients, whether Individuals or Businesses, are checking their account statements online. Overall, digital technologies are an integral part of Crédit du Nord Group’s fulfilment of our promise to focus on our client relationships. The spread of these applications to multiple profiles, the upgrades to newer and more powerful software versions, the expansion of features available and the improvement in accessibility through several remote channels are all testimony to our desire to constantly adapt to meet the needs of our clients while remaining close to them. Sales activity The present analysis of Crédit du Nord Group’s sales activity extends across the entire scope of the Group’s banks, i.e. Crédit du Nord and its subsidiary banks. 11,741 584 11,780 659 11,841 919 1,881 2013 2014 2015 2016 Growth of the customer base in the first half of 2016 was enhanced by customer acquisition campaigns that used word-of-mouth and synergies with the Professional and Business Customer markets. The Priority Contact List (LCP) established a few years ago is still paying off in terms of increasing the number of products and services sold to each client: nearly 48% of clients have six or more products. In fact, the LCP helps advisors target which clients they should contact depending on events in their lives or their appetite score. The indicators provided relate to euro-based businesses, which account for virtually all of the Group’s activities. Outstanding loans and growth in customer bases are based upon period-end figures. Crédit du Nord Group - Update to the 2015 Registration Document 15 5 Consolidated financial statements as at June 30, 2016 Management Report Professional Customer Base Business Customer Base (at June 30) (at June 30) Number of customers (thousands) Number of companies (in thousands) +4.4% +1.8% 1202 584 1209 659 1218 919 228 2013 2014 2015 2016 The first half of 2016 saw significant momentum in the Professional Customer market. The Professional Customer base grew rapidly in 2015. Momentum in terms of new customer relationships (more than 12,000 new professional customers acquired, up +2.4% versus 2015) went hand-in-hand with a keen focus on the quality of targeted prospective customers: Fortyfive percent are businesses launched more than two years ago and 22% of new qualified customers are independent professionals. Ultimately, the active professional customer base posted highly dynamic growth of +3.5% (excluding private banking relationships). This improvement speaks to the quality of Crédit du Nord Group’s local presence, with tailored products and services, as well as dedicated account managers trained to address both the personal and commercial aspects of our customer relationships. Sales of new products to existing professional customers were robust, driven by the success of the Convention Alliance package deal, held by 75% of the customer base. In addition, nearly 47% of professional customers turn to the Group for both their business and personal banking needs. Forty-two percent of Crédit du Nord’s professional customers have four or more products. The active Business Customer base grew by +1.8%. More than one out of four new customer relationships was established with companies generating more than €7.5 million in revenue. The number of customers whose main baking relationship is with Crédit du Nord grew by 3.2% among businesses with revenue below €7.5 million and 3.7% among businesses with revenue above €7.5 million. 39.5 173 39.8 171 40.3 205 41.0 2013 2014 2015 2016 New product launches New products and services were launched in 2016: • in the Individual Customer market, the new Accidents de la Vie personal injury insurance product gives clients coverage for non-occupational accidents (domestic or medical accidents, natural disasters, assault, etc.). This insurance can cover entire families. Two versions (“Essentielle” and “Sérénité”) are available to match client needs. • in the Professional Customer market, Crédit du Nord signed an agreement with the “jedeclare.com” platform developed under the authority of the Supreme Council of the National Association of Chartered Accountants. This platform makes it possible to electronically transmit the account statements and tax files of clients shared by the bank and accountants; • in the Business Customer market, a new mobile app has been launched. It is available in the Apple Store and Google Play and allows clients to manage their accounts from their smartphones and tablets. Customer satisfaction surveys The Group’s performances are also measured by satisfaction surveys. In 2016, the competition survey conducted by CSA(1) ranked Crédit du Nord among the leaders in customer satisfaction: the bank took second place in three markets (Individual, Professional and Business Customers). This survey places a particular emphasis on the quality of the client’s relationship with advisors and branch personnel. (1) Competition survey measuring customer satisfaction carried out by polling institute CSA on a representative sample of more than 14,400 individual, professional and business customers of the top 11 French banks. 16 Crédit du Nord Group - Update to the 2015 Registration Document Consolidated financial statements as at June 30, 2016 Management Report Another sharp rise in on-balance sheet savings On-balance sheet savings increased +9.8% year-on-year, driven predominantly by the rise in demand deposits. After two consecutive years (2014 and 2015) in which a substantial level of demand deposit inflows was recorded, the trend continued in 2016. Demand deposits picked up by +8.3% year-on-year on the Individual Customer market. On the Professional and Business Customer markets, there was an equally robust increase of +14.4%. In total, €3.6 billion in on-balance sheet deposit inflows were recorded year-on-year, including €2.3 billion in the first half of 2016 alone. They were buoyed once again by persistently high customer cash surpluses even in the context of a weak economic recovery. Regulated savings account deposits were down slightly by -0.4%. Livret A savings book assets were stable while sustainable development savings book (LDD) and regular savings book (CSL) assets declined slightly, as they were shifted into life insurance vehicles, which drained household savings. On the plus side, Home Savings inflows remained on track, with deposits up +4% yearon-year. As for business customers, the regular savings book for Institutional customers and term accounts (CAT) continued to post remarkable gains (more than +25% year-on-year). This raised the volume of savings in institutional CSLs and term accounts to more than €8 billion at end-June 2016, with nearly €1.2 billion in inflows over the first half of 2016. 5 Among off-balance sheet savings, life insurance AuM rose, while the environment for SICAV-FCP mutual funds was more difficult Life insurance AUM continued to grow in the first half of 2016, up +3.3% year-on-year. Gross inflows remained buoyant, soaring to €1.5 billion, i.e., +10.7% compared to June 2015. Net inflows grew by +6.5% to €709 million. In a difficult stock market climate, medium- to long-term SICAV-FCP assets fell significantly (-10.5%) in the first half to €1.7 billion. Short-term SICAV-FCP assets continued to plunge, down by -59.4% year-on-year. Returns on these vehicles were heavily impacted by low short-term money market rates. Off-balance sheet savings (at June 30) (in €bn) 24.8 26.0 26.9 26.3 -2.0% 1.9 1.7 2.0 1.3 1.9 0.7 -10.5% -59.4% 1.7 0.3 +3.3% 16.2 17.2 18.6 5.0 5.5 5.6 2013 2014 2015 19.2 -9.8% 5.1 On-Balance Sheet Savings Deposits (at June 30) Other Custody (in €bn) 32.1 33.6 36.4 40.0 +9.8% 9.3 9.0 9.7 8.9 10.4 +15.1% 8.8 -0.4% 13.8 15.1 17.3 2013 2014 2015 Sight deposits CERS +11.9% Life insurance ST mutual funds 2016 MLT mutual funds Overall, savings under management (on- and off-balance sheet) picked up by +4.8%. 11.9 8.8 19.3 2016 Other deposits Crédit du Nord Group - Update to the 2015 Registration Document 17 5 Consolidated financial statements as at June 30, 2016 Management Report After an extraordinary 2015, real estate lending posted declines in the first half The first six months of 2015 were marked by a record level of new real estate loans, boosted by an unprecedented wave of loans repurchased from competitors. Against this particular backdrop, issuance of new loans fell by -18.3% in the first half of 2016, obscuring a trend that nonetheless remained buoyant over the period. New personal loans (at June 30) (in €m) +14.7% Outstanding real estate loans continued to rise, up by +5.7% year-on-year for a total of €20.3 billion at end-June 2016. Crédit du Nord continued to apply a selective risk policy to the amounts of customer down payments, debt ratios and sales of fixed- or adjustable-rate loans limited to terms of less than 20 years in the vast majority of cases. New housing loans (at June 30) 363 171 349 205 400 2013 2014 2015 2016 Total outstanding loans to Individual Customers totalled €22 billion, up +5.4% year-on-year. (in €m) -18.3% 1,829 171 173 1,720 205 2,598 2,122 2013 2014 2015 2016 Solid momentum in consumer loans to individual customers early in the year The Group’s sales force focused its efforts on personal loans during the first half. New loans climbed by +14.7% and related assets rose by +2.4%. 18 349 173 Crédit du Nord Group - Update to the 2015 Registration Document Consolidated financial statements as at June 30, 2016 Management Report Outstanding loans to Individual customers (at June 30) (in €bn) 20.0 20.3 20.9 0.2 0.2 0.2 1.8 1.7 22.1 +5.4% 1.6 +8.4% 0.2 1.6 +1.5% 5 The first half of 2016 was marked by buoyant financelease activity in the Professional and Business Customer markets. Finance-lease origination posted a substantial increase (+36.1%) from June 2015, while assets rose by +3.2%. New equipment leasing activity (at June 30) (in €m) +36.1% +5.7% 18.2 18.5 19.2 20.3 2013 2014 2015 2016 Housing loans Consumer loans Overdrafts Crédit du Nord works to finance the economy, as evidenced by the substantial increase in its outstanding loans Crédit du Nord contributed actively to the financing of the economy and the development of French SMEs. In fact, it posted solid performance in loans financing SMEs, with more than €1.8 billion disbursed as capital expenditure loans or finance leases in the first half, up by 12.8% compared to the first half of 2015. New capex loans climbed by +7.8%, with a major contribution from the Business Customer market. New capital expenditure loans (at June 30) 288 173 324 171 286 205 389 2013 2014 2015 2016 Loans to Business Customers came to €12.4 billion, up +2.7% year-on-year. Outstanding business loans (at June 30) (in €bn) 12.1 12.0 12.1 12.4 +2.7% 1.5 1.5 1.5 -1.1% 1.5 1.6 1.6 1.6 -9.4% 1.6 8.9 8.9 9.0 +5.1% 9.5 2013 2014 2015 (in €m) +7.8% Medium & long-term loans 1,032 173 1,042 171 1,340 205 1,445 2013 2014 2015 2016 Commercial & cash loans 2016 Overdrafts & others Crédit du Nord Group - Update to the 2015 Registration Document 19 5 Consolidated financial statements as at June 30, 2016 Management Report Financial developments The financial information presented below was taken from the consolidated financial data for Crédit du Nord Group, prepared in compliance with IFRS (International Financial Reporting Standards). (in €m) (including change in PEL/CEL loss allowance) 30/06/2016 30/06/2015 % change 2016/2015 Net interest and similar income 679.6 578.6 +17.5 Net fee income 419.1 404.2 +3.7 1,098.7 982.8 +11.8 NBI In order to provide an economic assessment of financial performance, the following comments are restated in the analyses of Group results: • the gains earned from tendering VISA Europe securities to the VISA Inc. offering (+€110.4 million); • future commitments associated with home loan savings products (-€1.2 million as at June 30, 2016); • fair value measurement of financial liabilities (+€1.4 million as at June 30, 2016); • valuation of derivatives - Credit Value Adjustment (CVA) - and Debit Value Adjustment (DVA) (-€1.1 million as at June 30, 2016). Consolidated net fee income improved by +3.7%. Service fee income rose +4.9%, driven by robust customer acquisition in 2015, a strong focus on increasing the number of products and services sold to customers and variable insurance commission inflows. Financial fee income was stable, reflecting a difficult and volatile market environment. Net fee income (at June 30) Consolidated Group scope (in €m) 383.1 392.5 404.2 419.1 +3.7% After restatement for these items, Group NBI fell by -2.1%. Restated for these items, the net interest margin fell by -6.0%, despite a substantial increase in deposit volumes and high levels of new loans in all of the Group’s markets. The interest margin was held back by a persistent lowinterest rate environment that weighed down operating margins. 86.3 96.7 99.8 296.8 295.8 304.5 2013 2014 2015 Service fee income 20 Crédit du Nord Group - Update to the 2015 Registration Document Financial fee income 99.7 -0.1% +4.9% 319.4 2016 Consolidated financial statements as at June 30, 2016 Management Report 5 Operating expenses (in €m) 30/06/2016 30/06/2015 % change 2016/2015 -341.3 -356.7 -4.3 -28.9 -28.2 +2.4 -201.9 -186.2 +8.5 Personnel expenses Taxes Other operating expenses Depreciation and amortisation TOTAL OPERATING EXPENSES -33.9 -33.7 +0.7 -606.1 -604.8 +0.2 Operating expenses Operating expenses were up slightly (+0.2%) during the first half of 2016. Personnel expenses fell by -4.3% due to reversals of loss allowances on employee liabilities (+€10.7 million). Taxes increased by +2.4%, primarily due to an increase in the contribution to the Single Resolution Fund. Finally, other operating expenses rose by +8.5%, driven by IT costs and investment in a period when Crédit du Nord Group adapted its IT solution to appropriately respond to customer needs and stricter regulatory requirements. (at June 30) Consolidated Group scope (in €m) +0.2% 604.0 173 606.6 171 604.8 205 606.1 2013 2014 2015 2016 At the end of June 2016, the Group had 7,793 active staff, down slightly by -0.3% year-on-year. 30/06/2016 30/06/2015 % change 2016/2015 7,793 7,820 -0.3 Pro-rata active staff count - Group 610,8 Crédit du Nord Group - Update to the 2015 Registration Document 21 5 Consolidated financial statements as at June 30, 2016 Management Report Gross operating income 30/06/2016 (in €m) NBI Operating expenses GOI 30/06/2015 % change 2016/2015 1,098.7 982.8 +11.8 -606.1 -604.8 +0.2 492.6 378.0 +30.3 Cost-to-income ratio Book GOI totalled €492.6 million, up by +30.3% compared to 2015. Restated for the above items, GOI fell by -5.6%. The book cost-to-income ratio was 55.2%. Restated, it was 61.3% versus 59.8% in 2015, an increase of 1.5 point. (at June 30) Consolidated Group scope (%) Gross operating income (GOI) (at June 30) Consolidated Group scope (in €m) +30.3% 22 304.5 173 352.4 171 378.0 205 492.6 2013 2014 2015 2016 Crédit du Nord Group - Update to the 2015 Registration Document 66.5 173 63.3 171 61.5 205 55.2 2013 2014 2015 2016 Consolidated financial statements as at June 30, 2016 Management Report 5 Cost of risk 30/06/2016 Net cost of risk 30/06/2015 % change 2016/2015 -62.4 -83.3 -25.1 42,210.5 38,545.3 9.5 Cost of risk/outstanding loans 0.28% 0.43% -0.15pt Crédit du Nord Group’s consolidated cost of risk (1) totalled -€62.4 million at June 30, 2016 versus -€83.3 million at June 30, 2015, Cost of risk divided by the total loans issued by the Group equalled 0.28%, down 15 basis points compared to the same period in 2015. On the Business Customer market, the cost of risk in the first half of 2016, not including collective loss allowances, fell slightly compared to the first half of 2015, due primarily to low levels of new loss allowances in the first quarter. Gross outstanding loans Net cost of risk, which fell substantially during the first half, reflected a strong positive impact due to the six-month review of parameters used to establish loss allowances for the retail market. In fact, for the Individual and Professional Customer markets, cost of risk over the period was favourably affected by the recalibration of the statistical loss allowance model, which reflects the improvement noted on these markets in the recovery curves for loans in default over the most recent quarters under observation. After restatement to reflect this technical impact, the Individual and Professional Customer markets nevertheless recorded a reduction in risk between these periods, with a slightly bigger effect on the Professional Customer market given the action plan launched by the Bank that specifically targeted this market. (in €m) Doubtful and disputed loans (gross) The loss allowance ratio for doubtful and disputed loans (net of guarantees received) was 75.8%, in line with the trend for previously observed ratios. In addition, collective loss allowances significantly impacted the cost of risk on the cost of risk over the first half, related to an increase in “performing loans under watch” in the Business Customer market, primarily due to several individual loans with high amounts. In contrast, the first half of 2015 benefited from a decrease in the calculation base and the resulting reversal of the related loss allowance. 30/06/2016 30/06/2015 % change 2016/2015 2,738.4 2,709.2 +1.1 -1,426.7 -1,375.0 +3.8 Ratio of doubtful and disputed loans (gross) to total loans (gross) 6.5% 7.0% -0.54pt Ratio of doubtful and disputed loans (net) to total loans (net) 3.2% 3.6% -0.37pt 75.8% 75.7% 0.14pt Impairments of individually impaired loans Loss allowance ratio for doubtful and disputed loans net of guarantees received on doubtful loans (1) Cost of risk represents the net loss allowance recorded on banking activities (allocations to loss allowances less write-backs), plus losses on irrecoverable loans not covered by loss allowances, less amounts recovered on amortised loans. Crédit du Nord Group - Update to the 2015 Registration Document 23 5 Consolidated financial statements as at June 30, 2016 Management Report Operating income Taking cost of risk into account, Crédit du Nord Group generated operating income of €430.2 million in 2016, up +46.0% in relation to 2015. Restated operating income fell by -0.6%. Operating income (at June 30) Group scope (in €m) 202.7 249.9 294.7 +46.0% 430.2 -101.8 -102.5 -83.3 -25.1% -62.4 2013 2014 2015 Cost of risk 2016 Operating income Operating income before corporation tax (in €m) GOI Cost of risk OPERATING INCOME Net income from companies accounted for by the equity method Gains or losses on fixed assets OPERATING INCOME BEFORE CORPORATION TAX 30/06/2016 30/06/2015 % change 2016/2015 492.6 378.0 +30.3 -62.4 -83.3 -25.1 430.2 294.7 +46.0 15.9 13.7 +16.1 0.0 0.2 nm 446.1 308.6 +44.6 30/06/2016 30/06/2015 % change 2016/2015 Net income (in €m) OPERATING INCOME BEFORE CORPORATION TAX Corporation tax CONSOLIDATED NET INCOME 446.1 308.6 +44.6 -118.3 -111.2 +6.4 327.8 197.4 66.1 Consolidated net income amounted to €327.8 million at June 30, 2016, up +66.1% versus 2015. Restated consolidated net income rose +3.1%. 24 Crédit du Nord Group - Update to the 2015 Registration Document Consolidated financial statements as at June 30, 2016 Management Report 5 Outlook In an environment of persistently low interest rates, despite the European Central Bank’s accommodative monetary policy promoting business investment, growth prospects for the eurozone in 2016 were revised downward due to the consequences of Brexit, which also reinforced major uncertainties holding back European economies. Favourable oil prices and exchange rates should nevertheless remain positive consumption factors in the second half of 2016. In a context marked by the breadth of the transformation sweeping the banking sector (digital revolution, regulatory constraints), Crédit du Nord began to overhaul its business model. The various resulting initiatives draw on the successful actions undertaken in recent years, with a focus on furthering and ramping up these efforts to meet new challenges (particularly the necessary consolidation of expertise and the distribution of new technologies to customers). In order to continue to hold a strong position in the new banking environment, Crédit du Nord Group reasserted the seriousness of its ambitions through four commitments: • continuing to lead the way in customer satisfaction by delivering the services expected by its clients at the right time and in the right way; • stepping up efforts aimed at developing its customer base and revenues, drawing on the sales momentum built up over the past two years and on the successful activation of its growth drivers (distribution of personal protection insurance products, Private Banking, Corporate Finance, etc.); • maintaining attractive profit margins in order to be able to finance its investments and preserve shareholder trust; • conducting the Group transformation process with a series of objectives, primarily focused on enhancing its customer relationship model (better differentiation in its approach to the different customer segments, adaptation of its operational infrastructure). Crédit du Nord Group - Update to the 2015 Registration Document 25 5 Consolidated financial statements as at June 30, 2016 Consolidated financial statements 3. Consolidated financial statements Consolidated balance sheet Assets (in €m) Note Cash, due from central banks Financial assets at fair value through profit or loss 3 Hedging derivatives 31/12/2015 4,524.8 1,047.6 110.7 121.4 2,164.0 1,565.5 Available-for-sale financial assets 4 8,493.1 7,651.3 Due from banks 5 6,445.0 9,219.4 Customer loans 6 36,151.4 35,491.8 2,163.8 2,096.2 660.8 476.4 - 0.2 Lease financing and similar agreements Revaluation differences on portfolios hedged against interest rate risk Held-to-maturity financial assets Tax assets 31.8 68.0 214.5 192.5 0.3 0.3 Investments in subsidiaries and affiliates accounted for by the equity method 294.6 278.7 Tangible and intangible fixed assets 532.8 533.7 508.0 508.0 62,295.6 59,251.0 Other assets Non-current assets held for sale Goodwill TOTAL 26 30/06/2016 Crédit du Nord Group - Update to the 2015 Registration Document 7 Consolidated financial statements as at June 30, 2016 Consolidated financial statements 5 Liabilities Note 30/06/2016 - - 3 2,850.0 2,635.8 910.6 662.2 Due to banks 8 6,606.1 7,156.9 Customer deposits 9 38,008.9 35,475.4 10 7,023.1 6,841.1 2,030.3 1,396.5 Tax liabilities 337.3 485.4 Other liabilities 850.8 848.4 - - (in €m) Due to central banks Financial liabilities at fair value through profit or loss Hedging derivatives Debt securities Revaluation differences on portfolios hedged against interest rate risk Underwriting reserves of insurance companies Loss allowances Subordinated debt TOTAL DEBT 11 31/12/2015 227.6 223.6 530.6 582.6 59,375.3 56,307.9 Common stock and associated reserves 1,065.2 1,068.5 Consolidated reserves 1,453.0 1,346.2 Net income Sub-total Gains or losses booked directly to equity Sub-total, equity, Group share Non-controlling interests TOTAL SHAREHOLDERS’ EQUITY TOTAL 327.8 388.0 2,846.0 2,802.7 74.2 140.2 2,920.2 2,942.9 0.1 0.1 2,920.3 2,943.0 62,295.6 59,251.0 Crédit du Nord Group - Update to the 2015 Registration Document 27 5 Consolidated financial statements as at June 30, 2016 Consolidated financial statements Consolidated income statement Note First-Half 2016 2015 First-Half 2015 Interest and similar income 12 807.5 1,620.3 858.7 Interest and similar expenses 12 -259.3 -484.5 -295.3 0.6 3.2 1.6 Fee income 13 461.8 896.7 443.0 Fee expenses 13 (in €m) Dividends on equity securities Net income from financial transactions -80.8 -38.8 41.6 14.7 o/w net gains and losses on financial instruments at fair value through profit or loss 14 14.8 21.7 -6.8 o/w net gains and losses on available-for-sale financial assets 15 116.9 19.9 21.5 Income from other activities Expenses due to other activities Net banking income Personnel expenses 16 Other administrative costs Amortisation and depreciation expense on intangible and tangible fixed assets Total operating expenses Gross operating income Cost of risk 17 Operating income Share of net income of companies accounted for by the equity method Net gains or losses on other assets 8.2 17.6 8.3 -9.1 -21.4 -9.4 1,098.7 1,992.7 982.8 -341.3 -711.7 -356.7 -230.9 -444.7 -214.4 -33.9 -76.0 -33.7 -606.1 -1,232.4 -604.8 492.6 760.3 378.0 -62.4 -179.2 -83.3 430.2 581.1 294.7 15.9 27.7 13.7 - 0.2 0.2 Goodwill impairment - - - Earnings before tax 446.1 609.0 308.6 -118.3 -221.0 -111.2 327.8 388.0 197.4 Income tax Consolidated net income Non-controlling interests CONSOLIDATED NET INCOME AFTER TAXES Earnings per ordinary share (in euros) Diluted earnings per ordinary share (in euros) Number of shares comprising the share capital 28 -42.7 131.7 Crédit du Nord Group - Update to the 2015 Registration Document 18 - - - 327.8 388.0 197.4 2.95 3.49 1.77 2.95 3.49 1.77 111,282,906 111,282,906 111,282,906 Consolidated financial statements as at June 30, 2016 Consolidated financial statements 5 Statement of net income and gains and losses booked directly to equity First-Half 2016 2015 First-Half 2015 327.8 388.0 197.4 - - - -65.5 75.2 -4.7 52.2 32.5 -78.6 -117.7 42.7 73.9 -0.1 - - Revaluation difference for the period -0.1 - - Reclassified in the income statement - - - (in €m) Net income Translation gain (loss) Available-for-sale financial assets Revaluation difference for the period Reclassified in the income statement(1) Hedging derivatives Share of gains and losses booked directly to equity from companies accounted for by the equity method that will be subsequently reclassified in the income statement 0.1 0.5 1.0 -0.5 1.2 1.4 Gains and losses booked directly to equity that will be subsequently reclassified in the income statement -66.0 76.9 -2.3 Actuarial gains or losses on post-employment benefits -10.9 16.8 10.0 Taxes on items that will not be subsequently reclassified in the income statement Share of gains and losses booked directly to equity from companies accounted for by the equity method that will not be subsequently reclassified in the income statement Taxes on items that will not be subsequently reclassified in the income statement Gains and losses booked directly to equity that will not be subsequently reclassified in the income statement Total gains and losses booked directly to equity NET INCOME AND GAINS AND LOSSES BOOKED DIRECTLY TO EQUITY o/w Group share o/w non-controlling interests - - - 3.8 -5.8 -3.5 -7.1 11.0 6.5 -73.1 87.9 4.2 254.7 475.9 201.6 254.7 475.9 201.6 - - - (1) Of which -€83.5 million due to the disposal of VISA Europe shares in the first half of 2016 (see Note 1). Crédit du Nord Group - Update to the 2015 Registration Document 29 5 Consolidated financial statements as at June 30, 2016 Consolidated financial statements Change in shareholders’ equity Capital and associated reserves Equity instruments and associated reserves Elimination of treasury stock 890.3 - 171.7 - 1.7 1.7 -0.3 -0.3 - - SHAREHOLDERS’ EQUITY AT JUNE 30, 2015 Capital increase Elimination of treasury stock Issuance of equity instruments Equity component of share-based payment plans H2 2015 dividends paid Impact of acquisitions and disposals of non-controlling interests Sub-total of changes linked to relations with shareholders Gains and losses booked directly to equity Other changes H2 2015 net income Sub-total Change in equity of associates and joint ventures accounted for using the equity method Sub-total 890.3 173.1 - - 2.1 2.1 3.0 3.0 - - SHAREHOLDERS’ EQUITY AT DECEMBER 31, 2015 Distribution of earnings 890.3 178.2 - - 0.5 - SHAREHOLDERS’ EQUITY AT JANUARY 1, 2016 Capital increase Elimination of treasury stock Issuance of equity instruments Equity component of share-based payment plans H1 2016 dividends paid(1) Impact of acquisitions and disposals of non-controlling interests Sub-total of changes linked to relations with shareholders Gains and losses booked directly to equity (2) Other changes (3) H1 2016 net income Sub-total Change in equity of associates and joint ventures accounted for using the equity method Sub-total 890.3 178.7 - - 0.8 0.8 - (in €m) SHAREHOLDERS’ EQUITY AT JANUARY 1, 2015 Capital increase Elimination of treasury stock Issuance of equity instruments Equity component of share-based payment plans H1 2015 dividends paid Impact of acquisitions and disposals of non-controlling interests Sub-total of changes linked to relations with shareholders Gains and losses booked directly to equity Other changes H1 2015 net income Sub-total Change in equity of associates and joint ventures accounted for using the equity method Sub-total SHAREHOLDERS’ EQUITY AT JUNE 30, 2016 Common stock Total 1,062.0 1.7 1.7 -0.3 -0.3 1,063.4 2.1 2.1 3.0 3.0 1,068.5 0.5 - - - 1,069.0 0.8 0.8 -4.6 -4.6 - 890.3 174.9 - 1,065.2 -4.6 - -4.6 - (1) The amount of dividends distributed by the Group during the first half of 2016 totalled €278.2 million. (2) Actuarial gains or losses on post-employment defined-benefit plans, net of tax, are transferred directly to Consolidated reserves at year-end. (3) Reclassification of the impact of IFRIC 21 recognised in 2015 to consolidated reserves (€4.6 million). At June 30, 2016, Crédit du Nord SA’s fully paid-up share capital amounted to €890,263,248 and consisted of 111,282,906 shares each with a par value of €8. 30 Crédit du Nord Group - Update to the 2015 Registration Document Consolidated financial statements as at June 30, 2016 Consolidated financial statements Consolidated Consolidated net reserves income Gains and losses booked directly to equity (net of tax) Non-controlling interests that will be subsequently reclassified in the income statement Shareholders’ Gains and losses Change in fair value of Change in fair value of equity, Group Share capital booked directly available-for-sale assets hedging derivatives Total share and reserves to equity 5 Total consolidated shareholders’ Total equity 1,582.6 -244.8 -244.8 6.6 0.3 6.9 - 197.4 197.4 - 63.3 -3.0 -3.0 0.7 0.7 0.1 - 63.4 -3.0 -3.0 0.7 0.7 2,708.0 1.7 -244.8 -243.1 3.6 197.4 201.0 0.7 0.7 1.2 - -1.1 - 0.1 - 2,708.1 1.7 -244.8 -243.1 3.6 197.4 201.0 0.7 0.7 1,344.7 4.4 -2.9 1.5 - 197.4 190.6 190.6 - 61.0 79.5 79.5 -0.4 -0.4 0.1 - 61.1 79.5 79.5 -0.4 -0.4 2,666.6 2.1 2.1 83.9 0.1 190.6 274.6 -0.4 0.5 1.2 - -1.1 - 0.1 - 2,666.7 2.1 2.1 83.9 0.1 190.6 274.6 -0.4 -0.4 1,346.2 387.5 388.0 -388.0 140.1 - 0.1 - 140.2 - 2,942.9 - 1.2 - -1.1 - 0.1 - 2,943.0 - 1,733.7 -278.2 -278.2 -7.1 4.6 -2.5 - 327.8 327.8 - 140.1 -66.0 -66.0 0.1 0.1 0.1 -0.1 -0.1 - 140.2 -66.1 -66.1 0.1 0.1 2,942.9 0.8 -278.2 -277.4 -73.2 327.8 254.6 0.1 0.1 1.2 - -1.1 - 0.1 - 2,943.0 0.8 -278.2 -277.4 -73.2 327.8 254.6 0.1 0.1 1,453.0 327.8 74.2 - 74.2 2,920.2 1.2 -1.1 0.1 2,920.3 Crédit du Nord Group - Update to the 2015 Registration Document 31 5 Consolidated financial statements as at June 30, 2016 Consolidated financial statements Statement of cash flows (in €m) 30/06/2016 31/12/2015 30/06/2015 327.8 388.0 197.4 34.3 76.8 34.0 - - - CASH FLOWS FROM OPERATING ACTIVITIES Net income (I) Amortisation and depreciation expense on tangible and intangible fixed assets Impairment of goodwill and other fixed assets Net allocation to loss allowances and write-downs (including underwriting reserves of insurance companies) Net income (loss) from companies accounted for by the equity method Change in deferred taxes Net income from the sale of long-term available-for-sale assets and consolidated subsidiaries Change in deferred income Change in prepaid expenses 9.3 78.7 39.5 -15.9 -27.7 -13.7 -5.2 3.2 -10.6 -110.9 -6.7 -0.7 7.2 -4.6 7.1 -1.3 -0.1 -3.0 Change in accrued income -8.8 22.4 23.0 Change in accrued expenses 26.3 -52.6 62.2 Other changes Non-monetary items included in net income and other adjustments (not including income on financial instruments measured at fair value through profit or loss) (II) 167.8 314.1 153.6 102.8 403.5 291.4 Net income on financial instruments measured at fair value through profit or loss (1) -14.8 -21.7 6.8 Interbank transactions 2,207.5 722.3 1,869.7 Transactions with customers 1,768.0 1,845.8 1,087.4 -406.8 -2,060.3 -175.6 Transactions related to other financial assets and liabilities Transactions related to other non-financial assets and liabilities -257.4 -208.7 -182.7 Net increase/decrease in cash related to operating assets and liabilities (III) 3,296.5 277.4 2,605.6 NET CASH FLOW FROM OPERATING ACTIVITIES (A)=(I)+(II)+(III) 3,727.1 1,068.9 3,094.4 90.8 1.5 0.7 -31.5 -64.0 -29.2 59.3 -62.5 -28.5 -278.2 -244.8 -244.8 -50.0 -100.0 - -328.2 -344.8 -244.8 - - - 3,458.2 661.6 2,821.1 1,047.9 369.8 369.8 175.7 192.2 192.2 4,525.8 1,047.9 3,252.7 156.0 175.7 130.4 3,458.2 661.6 2,821.1 NET CASH FLOW FROM INVESTING ACTIVITIES Cash flows from the acquisition and disposal of financial assets and long-term investments Cash flows from the acquisition and disposal of tangible and intangible fixed assets NET CASH FLOW FROM INVESTING ACTIVITIES (B) NET CASH FLOW FROM FINANCING ACTIVITIES Cash flow from/to shareholders Other net cash flows from financing activities NET CASH FLOW FROM FINANCING ACTIVITIES (C) IMPACT OF CHANGE IN EXCHANGE RATES ON CASH AND CASH EQUIVALENTS (D) NET FLOW OF CASH AND CASH EQUIVALENTS (A) + (B) + (C) + (D) CASH AND CASH EQUIVALENTS Cash and cash equivalents at the start of the year Net balance of cash accounts and accounts with central banks (excluding related receivables) Net balance of accounts, demand deposits and loans with banks Cash and cash equivalents at the close of the year Net balance of cash accounts and accounts with central banks (excluding related receivables) Net balance of accounts, demand deposits and loans with banks NET FLOWS OF CASH AND CASH EQUIVALENTS (1) Net income on financial instruments measured at fair value through profit or loss includes realised and unrealised income. 32 Crédit du Nord Group - Update to the 2015 Registration Document Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements 5 4. Notes to the consolidated financial statements These consolidated financial statements were approved by the Board of Directors on July 28, 2016. Note 1 Main valuation and presentation rules for the consolidated financial statements 34 Note 11 Loss allowances and impairments 48 Note 2 Changes in the consolidation scope 37 Note 12 Interest income and expense 49 Note 3 Financial liabilities at fair value through profit or loss Note 13 Fee income and expense 50 38 Note 14 Net gains/losses on financial instruments at fair value through profit or loss Note 4 Available-for-sale financial assets 41 51 Note 5 Due from banks 43 Net gains/losses on available-for-sale financial assets 51 Note 6 Customer loans 44 Note 16 Personnel expenses 52 Note 7 Goodwill 45 Note 17 Cost of risk 53 Note 8 Due to banks 46 Note 18 Income tax 54 Note 9 Customer deposits 47 Note 10 Debt securities 48 Note 15 Crédit du Nord Group - Update to the 2015 Registration Document 33 5 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements NOTE 1 Main valuation and presentation rules for the consolidated financial statements 1. Introduction The condensed interim consolidated financial statements of Crédit du Nord Group (“the Group”) in respect of the interim results at June 30, 2016, have been prepared and are presented in accordance with IAS (International Accounting Standards) 34 “Interim Financial Reporting”. As such, the notes to the condensed interim consolidated financial statements relate to the major events and transactions affecting the Group’s financial position and performance over the first half of 2016. These notes must be read with the audited consolidated financial statements for the period ended December 31, 2015 as they appear in the Registration Document relative to the 2015 fiscal year. Furthermore, as the Group’s activities are neither seasonal nor cyclical, the interim results are not influenced by these factors. The consolidated financial statements are presented in euros. 2. New standards The accounting principles and methods used to establish the condensed interim consolidated financial statements are identical to those used the Group to prepare its consolidated financial statements for the period ended December 31, 2015, in compliance with IFRS (International Financial Reporting Standards), as adopted by the European Union and outlined in the notes to the consolidated financial statements for 2015, completed by the following amendments applied by the Group as at January 1, 2016. Amendments to IFRS applied by the Group from January 1, 2016 Date published by the IASB Date adopted by the European Union Amendments to IAS 19 “Defined Benefit Plans: Employee Contributions” November 21, 2013 December 17, 2014 Annual improvements (2010-2012) to IFRS December 12, 2013 December 17, 2014 May 6, 2014 November 24, 2015 May 12, 2014 December 2, 2015 September 25, 2014 December 15, 2015 December 18, 2014 December 18, 2015 Standards or Interpretations Amendments to IFRS 11 “Acquisition of an Interest in a Joint Operation” Amendments to IAS 16 and IAS 38 “Clarification of Acceptable Methods of Depreciation and Amortisation” Annual improvements (2012-2014) to IFRS Amendments to IAS 1 «Presentation of Financial Statements» The application of these amendments and improvements is not expected to have a material impact on Group net income or shareholders’ equity. Amendments to IAS 19 “Defined Benefit Plans: Employee Contributions” These amendments concern employee contributions to defined-benefit plans. Their aim is to simplify the recognition of these contributions where they are independent of the number of years worked by employees. 34 Crédit du Nord Group - Update to the 2015 Registration Document Annual improvements (2010-2012 and 2012-2014) to IFRS As part of the annual process of improving International Financial Reporting Standards, the IASB published a series of amendments to existing standards. Amendments to IFRS 11 “Acquisition of an interest in a joint operation” These amendments clarify how to recognise the acquisition of an interest in a joint operation, which constitutes a “business combination” as defined by IFRS 3. Accordingly, IFRS 3 guidelines should be applied in respect of the interest acquired. Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements Amendments to IAS 16 and IAS 38 “Clarification of acceptable methods of depreciation and amortisation” The IASB has confirmed that the use of the income method to calculate the depreciation or amortisation of an asset is not appropriate, barring exceptions. 5 Amendments to IAS 1 “Presentation of Financial Statements” In these amendments, the IASB encourages entities to use their professional judgement when choosing what disclosures to publish in their financial statements. The IASB clarifies the concept of materiality and how to apply it to avoid publishing immaterial information that might obscure the financial statements. Accounting standards and interpretations that the Group will apply in the future The IASB has published standards and interpretations that had not yet been adopted by the European Union as at June 30, 2016. Application of these standards and interpretation shall only be mandatory as of January 1, 2017 at the earliest, or upon their adoption by the European Union. Consequently, they were not applied by the Group at June 30, 2015. Date published by the IASB Application dates: fiscal years beginning from IFRS 9 “Financial Instruments” July 24, 2014 January 1, 2018 IFRS 15 “Revenues from Contracts with Customers” May 28, 2014 January 1, 2018 IFRS 16 “Leases” January 13, 2016 January 1, 2019 Amendments to IAS 12 “Recognition of Deferred Tax Assets for Unrealised Losses” January 19, 2016 January 1, 2017 Amendments to IAS 7 “Disclosure Initiative” Standards or Interpretations January 29, 2016 January 1, 2017 Clarifications to IFRS 15 “Revenues from Contracts with Customers” April 12, 2016 January 1, 2018 Amendments to IFRS 2 “Clarifications of Classification and Measurement of Share-Based Payment Transactions” June 20, 2016 January 1, 2018 IFRS 9 “Financial Instruments” The purpose of IFRS 9 is to overhaul IAS 39. IFRS 9 defines the new rules for classifying and measuring financial assets and liabilities, the new impairment methodology for financial assets, and the accounting treatment of hedging transactions, with the exception of macro-hedges, for which a separate draft standard is currently being prepared by the IASB. published in July 2014, the Group has provided its Risk and Finance functions with a special structure to conduct the preparatory work for implementing the standard, which comes into force on January 1, 2018. Subject to its adoption by the European Union, IFRS 9 will apply to fiscal years beginning on or after January 1, 2018, replacing the accounting principles currently applied for recognising financial instruments. In the first six months of 2016, the Group continued to review its portfolios of financial assets in order to determine their future classification and measurement methods under IFRS 9. In addition, work on calibrating and validating the framework methodology defining the rules for assessing increases in credit risk and determining 12-month and lifetime expected credit losses, including the consideration of forecasts, are currently being finalised. Organisation of the IFRS 9 implementation programme Scoping studies on adapting information systems and processes are also ongoing and some work has begun on IT developments. The Group began preliminary work in 2013 to gain an understanding of the potential consequences of the future application of IFRS 9. In the version of this standard At this stage of the IFRS 9 implementation programme, reasonable estimates of the impacts of its application cannot be quantified. Crédit du Nord Group - Update to the 2015 Registration Document 35 5 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements IFRS 15 “Revenues from Contracts with Customers” and related clarifications This standard defines the guidelines for recognising income applicable to all contracts entered into with customers. There are five steps to be followed: identification of the contract entered into with the customer, identification of the performance obligations included in the contract, determination of the transaction price of the contract, allocation of the transaction price to the various performance obligations, and recognition of income where a performance obligation is met. Furthermore, amendments have provided clarifications on its application with respect to the following items: identification of performance obligations, distinguishing between principals/agents, and intellectual property licences. An analysis of the impacts of IFRS 15 on Group net income and shareholders’ equity is in progress. IFRS 16 “Leases” This new standard changed the way leases are recognised, especially in the financial statements of the lessee. The methods for identifying a lease have been changed to differentiate between the accounting treatments of leases and service contracts. For any lease, a lessee must recognise on its balance sheet an asset representing the right to use the leased asset and a liability representing the obligation to pay rent. In the income statement, the depreciation of the asset must be recognised separately from interest on the lease liability. Amendments to IAS 12 “Recognition of Deferred Tax Assets for Unrealised Losses” These amendments provide clarification on the recognition of deferred tax assets for unrealised losses on debt instruments measured at fair value. Amendments to IAS 7 “Disclosure Initiative” These amendments are intended to improve the quality of disclosures on changes in liabilities arising from financing activities, whether these changes arise from cash flows or not. 36 Crédit du Nord Group - Update to the 2015 Registration Document Amendments to IFRS 2 “Clarifications of Classification and Measurement of Share-Based Payment Transactions” These amendments clarify the methods for recognising certain types of share-based payment transactions: modelling of performance conditions no matter how settlement is made, the impact of tax withholdings on plans, accounting treatment of changes in the way plans are settled. 3. Use of estimates and judgement In drawing up the consolidated financial statements, the application of the accounting principles and methods described in the notes to the consolidated financial statements led Management to develop assumptions and make estimates that may have an impact on the amounts booked to the income statement or under gains and losses booked directly to equity, the valuation of balance sheet assets and liabilities, and the disclosures presented in the relevant notes to the consolidated financial statements. In order to make these estimates and develop these assumptions, Management uses data available at the date on which the consolidated accounts are prepared and may be called upon to use its own judgement. By nature, the valuations based on these estimates contain risks and uncertainties as to whether they will materialise in the future. Consequently, the final future results of the transactions in question may differ from these estimates and therefore have a significant impact on the financial statements. These estimates were chiefly used to measure the fair value of financial instruments, the value of asset impairments, loss allowances recorded as liabilities on the balance sheet, deferred tax assets recorded on the balance sheet and goodwill. Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements 4. Purchase of Visa Europe by Visa Inc. After approval by the competent European authorities, Visa Inc.’s purchase of unlisted Visa Europe shares held by the Group and recorded under “Available-for-sale financial assets”, for which a contract was signed on November 2, 2015, was settled on June 21, 2016. The Visa Europe shares were sold in exchange for a three-part settlement: an immediate payment in cash, a deferred payment in cash and an immediate transfer of Visa Inc. preferred shares. The Visa Inc. preferred shares may be converted into ordinary shares after four to 12 years depending 5 on the conditions precedent. They will not be listed and their transferability is restricted. To measure the value of the preferred shares received, their illiquidity and the uncertainty over the factors that will determine the rate at which they will finally be converted into ordinary Visa Inc. shares was taken into account by the Group based on estimates and assumptions similar to those used to measure the value of Visa Europe shares at December 31, 2015. This sale has resulted in the recognition of a €110.4 million gain under “Net gains or losses on available-forsale financial assets” (Group share of the net amount after tax: €105.8 million). NOTE 2 Changes in the consolidation scope Change in scope in H1 2016 The consolidation scope included 23 companies at June 30, 2016: • 21 fully consolidated companies; • 2 companies accounted for by the equity method, including one joint venture and one entity under significant influence. The consolidation scope includes subsidiaries (entities controlled by the Group), joint arrangements (joint operations or joint ventures over which the Group exercises joint control) and associates (entities over which the Group exercises significant influence), whose financial statements are material relative to the Group’s consolidated financial statements, particularly with respect to total balance sheet assets and gross operating income. No changes were made to the consolidation scope in the first half of 2016. Upcoming events On February 25, 2015, the Group terminated the memorandum of understanding binding Aviva France and Crédit du Nord in Antarius, the insurance company exclusively serving the Crédit du Nord networks, now jointly owned by Aviva France and Crédit du Nord. This termination resulted in the exercise of a call option on Aviva France’s 50% stake in Antarius. At the end of the two-year period provided for in the agreements so that the company’s operational management can be transferred smoothly to Sogécap, Antarius will be wholly owned by Societe Generale Group (jointly by Sogécap and Crédit du Nord). Crédit du Nord Group - Update to the 2015 Registration Document 37 5 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements NOTE 3 Financial liabilities at fair value through profit or loss Financial assets at fair value through profit or loss 30/06/2016 (in €m) ASSETS TRADING BOOK Bonds and other debt securities Shares and other equity securities Other financial assets SUB-TOTAL TRADING BOOK FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS Bonds and other debt securities Shares and other equity securities Other financial assets SUB-TOTAL FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT AND LOSS SUB-TOTAL SEPARATE ASSETS RELATING TO EMPLOYEE BENEFITS TRADING DERIVATIVES Interest rate instruments Firm transactions Swaps FRAs Options Options on organised markets OTC options Caps, floors, collars Foreign exchange instruments Firm transactions Options Equity and index instruments Other forward financial instruments Instruments on organised markets OTC instruments SUB-TOTAL TRADING DERIVATIVES TOTAL FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 38 Valuation Valuation determined determined using using prices observable quoted data other than on active quoted market markets prices (L1) (L2) 31/12/2015 Valuation determined mainly using nonobservable market data (N3) Valuation Valuation determined determined using using prices observable quoted data other than on active quoted market markets prices Total (L1) (L2) Valuation determined mainly using nonobservable market data (N3) Total 0.4 6.5 6.9 - - 0.4 6.5 6.9 1.7 5.4 7.1 - - 1.7 5.4 7.1 - - 3.8 - 3.8 - - - 1.5 - 1.5 - - - 3.8 3.8 - - 1.5 1.5 - - - - - - - - - 63.0 58.4 58.4 4.6 4.6 37.0 32.0 5.0 - - 63.0 58.4 58.4 4.6 4.6 37.0 32.0 5.0 - - 53.2 49.1 49.1 4.1 4.1 59.6 54.0 5.6 - - 53.2 49.1 49.1 4.1 4.1 59.6 54.0 5.6 - - 100.0 - 100.0 - 112.8 - 112.8 6.9 100.0 3.8 110.7 7.1 112.8 1.5 121.4 Crédit du Nord Group - Update to the 2015 Registration Document Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements 5 Changes in financial assets at fair value through profit or loss determined using non-observable parameters (Level 3) Financial assets designated at fair value through profit or loss Trading book (in €m) Bonds and other debt securities Shares and other equity securities Other financial assets Bonds and other debt securities Shares and other equity securities Trading derivatives Other financial assets Interest rate derivatives Foreign exchange derivatives Equity and index derivatives Commodity derivatives Credit derivatives Other forward Total financial financial instruments at instru- fair value through ments profit or loss Balance at January 1, 2016 - - - 1.5 - - - - - - - - 1.5 Acquisitions - - - 1.5 - - - - - - - - 1.5 Disposals/redemptions - - - - - - - - - - - - - Transfer to Level 2 - - - - - - - - - - - - - Transfer to Level 1 - - - - - - - - - - - - - Transfer from Level 2 - - - - - - - - - - - - - Transfer from Level 1 - - - - - - - - - - - - - Gains and losses for the period (1) - - - 0.8 - - - - - - - - 0.8 Foreign exchange differences - - - - - - - - - - - - - Changes in scope and other changes - - - - - - - - - - - - - - - - 3.8 - - - - - - - - 3.8 BALANCE AT JUNE 30, 2016 (1) Gains and losses for the period are recorded under “Net gains/losses on financial instruments at fair value through profit or loss” in the income statement. Crédit du Nord Group - Update to the 2015 Registration Document 39 5 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements Financial liabilities at fair value through profit or loss 30/06/2016 (in €m) Valuation Valuation determined determined using prices using observable quoted data other than on active quoted market markets prices (L1) (L2) 31/12/2015 Valuation determined mainly using nonobservable market data (N3) Valuation Valuation determined determined using prices using observable quoted data other than on active quoted market markets prices Total (L1) (L2) Valuation determined mainly using nonobservable market data (N3) Total LIABILITIES TRADING BOOK Debt securities Amounts payable on borrowed securities Bonds and other debt securities sold short Shares and other equity securities sold short Other financial liabilities SUB-TOTAL TRADING BOOK - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - TRADING DERIVATIVES Interest rate instruments - 58.0 - 58.0 - 51.9 - 51.9 Firm transactions - 56.5 - 56.5 - 50.4 - 50.4 Swaps - 56.5 - 56.5 - 50.4 - 50.4 FRAs - - - - - - - - Options 1.5 - 1.5 - 1.5 - 1.5 - Options on organised markets - - - - - - - - OTC options - - - - - - - - Caps, floors, collars - 1.5 - 1.5 - 1.5 - 1.5 - 30.7 - 30.7 - 37.2 - 37.2 Firm transactions - 25.2 - 25.2 - 30.9 - 30.9 Options - 5.5 - 5.5 - 6.3 - 6.3 Equity and index instruments - - - - - - - - Other forward financial instruments - - - - - - - - Instruments on organised markets - - - - - - - - OTC instruments SUB-TOTAL TRADING DERIVATIVES SUB-TOTAL FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS (3) - - - - - - - - - 88.7 - 88.7 - 89.1 - 89.1 - 2,761.3 - 2,761.3 - 2,546.7 - 2,546.7 - 2,850.0 - 2,850.0 - 2,635.8 - 2,635.8 Foreign exchange instruments TOTAL FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS (2) (1) The change in fair value attributable to own credit risk generated a gain of €1.4 million at June 30, 2016. Revaluation differences linked to the Group’s issuer credit risk are measured using models incorporating the Group’s most recent actual refinancing terms and conditions on the markets and the residual maturity of the relevant liabilities. (2) Of which securities sold under term repurchase agreements for €658.49 million at June 30, 2016 versus €361.3million at June 30, 2015. Amount repayable at maturity of financial liabilities designated at fair value through profit or loss 30/06/2016 (in €m) TOTAL FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS 40 Amount repayable Fair value at maturity 2,761.3 2,737.9 Crédit du Nord Group - Update to the 2015 Registration Document 31/12/2015 Difference between fair value and amount repayable at maturity 23.4 Amount repayable Fair value at maturity 2,546.7 2,524.3 Difference between fair value and amount repayable at maturity 22.4 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements 5 NOTE 4 Available-for-sale financial assets 30/06/2016 (in €m) 31/12/2015 Valuation determined using prices quoted on active markets (L1) Valuation determined using observable data other than quoted market prices (L2) Valuation determined mainly using nonobservable market data (L3) 4,392.7 - - 4,392.7 Valuation determined using prices quoted on active Total markets (L1) Valuation determined using observable data other than quoted market prices (L2) Valuation determined mainly using nonobservable market data (L3) Total CURRENT ACTIVITIES Treasury notes and similar securities 3,841.0 - - 3,841.0 o/w related receivables - - - 32.3 - - - 17.7 o/w impairments - - - - - - - - - 3,150.9 - 3,150.9 - 2,967.9 - - - 9.8 - - Bonds and other debt securities o/w related receivables o/w impairments Shares and other equity securities (1) - 2,967.9 - 10.3 - - - -0.4 - - - -0.4 701.1 - 11.1 712.2 501.6 - 20.0 521.6 o/w related receivables - - - - - - - - o/w impairments - - - -0.3 - - - -0.3 5,093.8 3,150.9 11.1 8,255.8 4,342.6 2,967.9 - - 237.3 237.3 - - 320.8 320.8 - - - - - - - - SUB-TOTAL CURRENT ASSETS Long-term investment securities o/w related receivables o/w impairments - - - -4.6 - - - -3.8 - - 237.3 237.3 - - 320.8 320.8 5,093.8 3,150.9 248.4 8,493.1 4,342.6 2,967.9 - - - - - - SUB-TOTAL TOTAL AVAILABLE-FOR-SALE FINANCIAL ASSETS 20.0 7,330.5 o/w loaned securities 340.8 7,651.3 - - (1) Including UCITS. Activity in available-for-sale financial assets (in €m) Balance at January 1, 2016 Acquisitions Disposals/redemptions Reclassifications and changes in scope Gains and losses on changes in fair value booked to equity Change in impairment of fixed-income securities booked to profit or loss First-Half 2016 7,651.3 2,422.9 -1,625.2 30.4 - Impairment of equity instruments booked to profit or loss -0.8 Change in related receivables 14.1 Foreign exchange differences 0.4 BALANCE AT JUNE 31, 2016 8,493.1 Crédit du Nord Group - Update to the 2015 Registration Document 41 5 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements Change in inventory of available-for-sale assets determined using non-observable parameters (Level 3) Treasury notes and similar securities (in €m) Shares and other equity securities Long-term investment securities Total 340.8 Balance at January 1, 2016 - - 20.0 320.8 Acquisitions - - 5.4 30.3 35.7 Disposals/redemptions - - -14.3 -148.9 -163.2 Transfers to Level 2 - - - - - Transfers to Level 1 - - - - - Transfers from Level 1 - - - - - Gains and losses for the period booked to equity - - - 35.6 35.6 Change in impairment of fixed-income securities booked to profit or loss - - - - - o/w: increase - - - - - write-back - - - - - Impairment of equity instruments booked to profit or loss - - - -0.8 -0.8 Change in related receivables - - - - - Foreign exchange differences - - - 0.3 0.3 Changes in scope and other changes - - - - - - - 11.1 237.3 248.4 BALANCE AT JUNE 30, 2016 42 Bonds and other debt securities Crédit du Nord Group - Update to the 2015 Registration Document Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements 5 NOTE 5 Due from banks 30/06/2016 (in €m) Current accounts Overnight deposits and loans and others Loans secured by overnight notes Related receivables TOTAL - DEMAND AND OVERNIGHTS Term deposits and loans Loans secured by notes and securities Securities received under term repurchase agreements Subordinated loans and participating securities Related receivables TOTAL - TERM RECEIVABLES TOTAL GROSS IMPAIRMENTS TOTAL NET Fair value of amounts due from banks (1) 31/12/2015 428.1 422.8 73.1 1,003.6 - - 0.1 0.1 501.3 1,426.5 4,863.4 6,706.6 - - 966.8 966.0 99.3 99.3 14.2 21.0 5,943.7 7,792.9 6,445.0 9,219.4 - - 6,445.0 9,219.4 6,445.0 9,219.4 It should also be noted that, of the total amount due from banks at June 30, 2016, €3,826.7 million represented transactions with Societe Generale Group (€6,695.5 million at December 31, 2015). (1) Breakdown of the fair value of amounts due from banks by level: (in €m) Level 1 Valuation determined using prices quoted on active markets Level 2 Valuation determined using observable data other than quoted market prices Level 3 Valuation determined mainly using non-observable market data TOTAL GROSS 30/06/2016 31/12/2015 - - - - 6,445.0 9,219.4 6,445.0 9,219.4 Crédit du Nord Group - Update to the 2015 Registration Document 43 5 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements NOTE 6 Customer loans 30/06/2016 (in €m) Trade notes 31/12/2015 471.6 471.3 Other customer loans 34,584.7 34,213.2 Short-term loans 4,666.8 4,646.0 36.9 29.4 Export loans Capital expenditure loans` Housing loans Other loans Overdrafts 6,867.0 6,673.5 20,932.9 20,814.4 2,081.1 2,050.0 2,480.0 2,174.2 75.2 75.0 37,611.5 36,933.7 -1,344.7 -1,335.3 -115.4 -106.6 Related receivables TOTAL GROSS (1) Impairments of individually impaired loans Impairments of groups of homogeneous assets IMPAIRMENTS -1,460.1 -1,441.9 36,151.4 35,491.8 - - TOTAL - CUSTOMER LOANS 36,151.4 35,491.8 Fair value of customer loans (2) 37,133.5 36,298.9 TOTAL NET Securities purchased under resale agreements (including related receivables) (1) At June 30, 2016, individual loans with a probable risk of loss amounted to €2,549.0 million versus €2,530.6 million at December 31, 2015. The loss allowance ratio for doubtful and disputed loans net of guarantees received is 75.8%. The guarantees taken into account do not include guarantees on finance lease outstandings. (2) Breakdown of the fair value of customer loans by level: (in €m) 30/06/2016 31/12/2015 Level 1 Valuation determined using prices quoted on active markets - - Level 2 Valuation determined using observable data other than quoted market prices - - Level 3 Valuation determined mainly using non-observable market data 37,133.5 36,298.9 37,133.5 36,298.9 TOTAL GROSS Breakdown of other customer loans (in €m) 31/12/2015 34,563.2 34,197.8 Business customers 13,620.0 13,475.1 Individual customers 19,580.4 19,375.6 Local authorities Professional customers Governments and central administrations Others Financial customers TOTAL - BREAKDOWN OF OTHER CUSTOMER LOANS Related receivables TOTAL - OTHER CUSTOMER LOANS 44 30/06/2016 Non-financial customers Crédit du Nord Group - Update to the 2015 Registration Document 14.5 13.6 1,200.0 1,183.2 17.2 9.4 131.1 140.9 21.5 15.4 34,584.7 34,213.2 52.9 53.0 34,637.6 34,266.2 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements 5 NOTE 7 Goodwill (in €m) Gross value at 31/12/2015 508.0 Acquisitions and other increases - Disposals and other decreases - GROSS VALUE AT 30/06/2016 508.0 Impairment of goodwill at 31/12/2015 - Impairment losses - IMPAIRMENT OF GOODWILL AT 30/06/2016 - Net value at 31/12/2015 508.0 NET VALUE AT 30/06/2016 508.0 Sources of net goodwill at June 30, 2016 (in €m) Banque Courtois 10.2 Banque Laydernier 12.8 Banque Kolb 22.3 Banque Tarneaud 3.3 Société Marseillaise de Crédit 454.2 Fortis branches 5.2 NET VALUE AT 30/06/2015 508.0 Crédit du Nord Group is a single CGU and did not record any goodwill impairment at June 30, 2016. Crédit du Nord Group - Update to the 2015 Registration Document 45 5 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements NOTE 8 Due to banks 30/06/2016 31/12/2015 Demand deposits and current accounts 167.8 168.2 Overnight deposits and borrowings and others 326.8 398.5 494.6 566.7 6,080.9 6,550.0 - - (in €m) TOTAL DEMAND DEPOSITS Term deposits and borrowings Borrowings secured by notes and securities 6,080.9 6,550.0 Related payables TOTAL TERM DEPOSITS 10.1 11.3 Revaluation of hedged items 20.5 28.9 - - 6,606.1 7,156.9 6,606.1 7,156.9 Securities sold under repurchase agreements TOTAL Fair value of amounts due to banks (1) It should also be noted that, at June 30, 2016, €4,571.0 million of the total amount due to banks represented transactions with Societe Generale Group (€5,080.9 million at December 31, 2015). (1) Breakdown of the fair value of amounts due to banks by level: (in €m) Level 1 Valuation determined using prices quoted on active markets Level 2 Valuation determined using observable data other than quoted market prices Level 3 Valuation determined mainly using non-observable market data TOTAL GROSS 46 Crédit du Nord Group - Update to the 2015 Registration Document 30/06/2016 31/12/2015 - - 6,606.1 7,156.9 - - 6,606.1 7,156.9 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements 5 NOTE 9 Customer deposits 30/06/2016 31/12/2015 Demand regulated savings accounts 9,947.1 9,483.6 Term regulated savings accounts 2,415.0 2,420.9 19,934.2 18,885.9 11,608.7 10,969.9 Individual customers 7,060.8 6,790.9 Financial customers 31.9 24.2 (1) 1,232.8 1,100.9 Other term deposits 4,971.4 4,298.4 4,524.7 3,958.8 Individual customers 54.5 61.0 Financial customers - - 392.2 278.6 - - 655.5 361.9 83.8 22.8 1.9 1.9 38,008.9 35,475.4 38,128.6 35,548.6 30/06/2016 31/12/2015 (in €m) Other demand deposits Companies and individual entrepreneurs Others Companies and individual entrepreneurs Others (2) Borrowings secured by notes and securities Securities sold to customers under repurchase agreements Related payables Guarantee deposits TOTAL Fair value of customer deposits (3) (1) Of which €226.9 million associated with governments and central administrations as at June 30, 2016. (2) Of which €56.9 million associated with governments and central administrations as at June 30, 2016. (3) Breakdown of the fair value of customer deposits by level: (in €m) Level 1 Valuation determined using prices quoted on active markets Level 2 Valuation determined using observable data other than quoted market prices Level 3 Valuation determined mainly using non-observable market data TOTAL GROSS - - 38,128.6 35,548.6 - - 38,128.6 35,548.6 Crédit du Nord Group - Update to the 2015 Registration Document 47 5 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements NOTE 10 Debt securities 30/06/2016 (in €m) Savings certificates Money market and negotiable debt securities Bonds Related payables SUB-TOTAL 2.2 2.6 6,675.6 6,244.2 335.0 574.9 10.3 19.4 7,023.1 6,841.1 - - 7,023.1 6,841.1 Revaluation of hedged items TOTAL 31/12/2015 o/w amount of variable-rate debt 6,364.3 6,147.4 Fair value of debt securities (1) 7,041.5 6,866.2 30/06/2016 31/12/2015 (1) Breakdown of the fair value of debt securities by level: (in €m) Level 1 Valuation determined using prices quoted on active markets Level 2 Valuation determined using observable data other than quoted market prices Level 3 Valuation determined mainly using non-observable market data TOTAL GROSS NOTE 11 Loss allowances and impairments - - 7,041.5 6,866.2 - - 7,041.5 6,866.2 Impairments (in €m) Impairments Note at 31/12/2015 Allocations Reversals available Reversals used Others Impairments at 30/06/2016 Banks 5 - - - - - - Loans to customers 6 1,335.3 174.8 -132.6 -32.8 - 1,344.7 85.8 35.6 -36.2 -2.6 - 82.6 Groups of homogeneous assets 6 107.7 13.1 -4.3 - - 116.5 Available-for-sale assets 4 Lease financing and similar agreements 4.5 0.8 - - - 5.3 2.2 0.2 -0.3 - 0.1 2.2 1,535.5 224.5 -173.4 -35.4 0.1 1,551.3 Others TOTAL IMPAIRMENTS Loss allowances (in €m) Loss allowances for off-balance sheet commitments with banks Loss allowances for off-balance sheet commitments with customers Loss allowances for employee benefits (1) Loss allowances at 31/12/2015 Allocations - - - Actuarial Reversals gains used or losses - - Loss allowances at Others 30/06/2016 - - 21.8 5.9 -4.0 - - - 23.7 118.0 5.5 -0.9 -14.7 10.9 0.2 119.0 Tax loss allowances 13.0 - - - - - 13.0 Other loss allowances (2) 70.8 4.6 -2.6 -2.1 - 1.1 71.8 223.6 16.0 -7.5 -16.8 10.9 1.3 227.5 TOTAL LOSS ALLOWANCES (1) Including a €10.7 million reversal at June 30, 2016, following the review of restated pension plans (2) o/w: – net loss allowances for cost of risk totalling €3.6 million, mainly including loss allowances for disputes; – net PEL/CEL loss allowances totalling €46.0 million at June 30, 2016 versus €44.8 million at June 30, 2015. 48 Reversals available Crédit du Nord Group - Update to the 2015 Registration Document Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements 5 NOTE 12 Interest income and expense (in €m) Transactions with banks First-Half 2016 2015 First-Half 2015 15.8 21.8 7.3 Transactions with customers 541.0 1,165.8 596.7 Transactions in financial instruments 218.8 363.0 219.0 27.9 57.9 28.8 Available-for-sale financial assets Held-to-maturity financial assets - - - Securities lending - - - 190.9 305.1 190.2 31.9 69.7 35.7 9.9 20.2 9.9 22.0 49.5 25.8 - - - TOTAL INTEREST INCOME 807.5 1,620.3 858.7 Transactions with banks -21.5 -28.1 -8.7 Hedging derivatives Finance leases Real estate lease financing agreements Non-real estate lease financing agreements Other interest and similar income Transactions with customers Transactions in financial instruments Debt securities Subordinated and convertible debt Securities borrowing Hedging derivatives Other interest and similar expenses TOTAL INTEREST EXPENSES TOTAL INTEREST AND SIMILAR INCOME o/w interest income related to impaired financial assets -76.9 -191.2 -112.0 -160.9 -265.2 -174.6 -19.2 -67.0 -39.5 -8.1 -17.0 -8.6 - - - -133.6 -181.2 -126.5 - - - -259.3 -484.5 -295.3 548.2 1,135.8 563.4 16.6 31.4 15.8 Crédit du Nord Group - Update to the 2015 Registration Document 49 5 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements NOTE 13 Fee income and expense (in €m) First-Half 2016 2015 First-Half 2015 3.3 6.2 2.1 153.1 297.8 145.5 7.3 13.3 6.9 FEE INCOME Transactions with banks Transactions with customers Securities transactions Foreign exchange and financial derivatives transactions 0.9 2.1 1.1 12.4 26.0 13.1 284.8 551.3 274.3 - - - 461.8 896.7 443.0 Transactions with banks -0.1 -0.5 -0.3 Securities transactions -1.6 -3.2 -2.1 Foreign exchange and financial derivatives transactions -0.1 -0.2 -0.2 Loan and guarantee commitments Services Others TOTAL INCOME FEE EXPENSE Loan and guarantee commitments Others TOTAL EXPENSES 50 Crédit du Nord Group - Update to the 2015 Registration Document -0.7 -1.5 -0.3 -40.2 -75.4 -35.9 -42.7 -80.8 -38.8 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements 5 NOTE 14 Net gains/losses on financial instruments at fair value through profit or loss First-Half 2016 2015 First-Half 2015 Net gain/loss on non-derivative financial assets held for trading 0.3 0.5 0.3 Net gain/loss on financial assets designated at fair value 0.8 0.4 0.1 (in €m) Net gain/loss on non-derivative financial liabilities held for trading Net gain/loss on financial liabilities designated at fair value (1) Gain/loss on derivative financial instruments held for trading (2) Net gain/loss on hedging instruments/Fair value hedging (2) Revaluation of hedged items attributable to hedged risks Ineffective portion of cash flow hedge Net gain/loss on foreign exchange transactions TOTAL (1) - - - -9.6 -7.1 -9.7 12.7 14.0 4.9 338.1 -210.5 -288.8 -341.9 196.6 271.9 - - - 14.4 27.8 14.5 14.8 21.7 -6.8 (1) Since income and expense presented on the income statement are categorised by type and not by the recipient, net income on transactions in financial instruments at fair value through profit or loss must be assessed as a whole. It is worth noting that the above earnings do not include the cost of refinancing these financial instruments, which is included in interest income and expense. (2) The effects of counterparty risk in the fair value of financial derivatives (Credit Value Adjustment - CVA) and own credit risk in the valuation of financial derivatives (Debit Value Adjustment - DVA) were, respectively: • -€0.7 million and -€0.3 million in the first half of 2016; • -€1.7 million and -€13.3 million in 2015; • -€3.7 million and -€11.5 million in the first half of 2015; The CVA effect in respect of Societe Generale Group came out at -€0.2 million and the DVA effect at -€0.3 million in the first half of 2016. NOTE 15 Net gains/losses on available-for-sale financial assets (in €m) First-Half 2016 2015 First-Half 2015 CURRENT ACTIVITIES Gains on sale 4.5 20.9 20.9 Losses on sale - -1.2 - Impairment of equity instruments - - - Deferred or non-deferred profit sharing on available-for-sale assets of insurance subsidiaries SUB-TOTAL - - - 4.5 19.7 20.9 113.2 2.6 1.4 LONG-TERM EQUITY INVESTMENTS Gains on sale (1) Losses on sale Impairment of equity instruments SUB-TOTAL TOTAL - -0.6 - -0.8 -1.8 -0.8 112.4 0.2 0.6 116.9 19.9 21.5 (1) Of which €105.8 million for the disposal of VISA Europe shares in the first half of 2016 (see Note 1). Crédit du Nord Group - Update to the 2015 Registration Document 51 5 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements NOTE 16 Personnel expenses (in €m) Employee compensation First-Half 2016 2015 First-Half 2015 -204.4 -413.9 -207.2 Social security charges and payroll taxes (1) -72.4 -168.0 -84.5 Net retirement expenses - defined contribution plans -32.3 -64.1 -32.1 -1.7 -3.7 -1.4 -30.5 -62.0 -31.5 -341.3 -711.7 -356.7 -2.0 -4.3 -0.9 Net retirement expenses - defined benefit plans Employee profit-sharing and incentives TOTAL o/w net expenses in respect of share-based payment plans (1) Including a €10.7 million reversal in the first half of 2016, following the review of restated pension plans Free share allocation plan The new plan offered to Group employees during the period ended June 30, 2016, is briefly described below. 2016 Issuer: Societe Generale Type of plan Free shares Shareholders’ agreement 18/05/2016 Board of Directors’ decision 18/05/2016 Number of shares granted 95,972 Settlement Societe Generale shares Vesting period 18/05/2016 - 29/03/2019 Performance-based (1) yes Conditions linked to departure from Group lost Conditions linked to dismissal lost Conditions linked to retirement In the event of death maintained maintained 6 months Share price at grant date (in euros) Shares lost at June 30, 2016 - Shares outstanding at June 30, 2016 95,972 Number of shares reserved at June 30, 2016 95,972 Share price of shares reserved (in euros) Total value of shares reserved (in €m) First authorised date for selling the shares 52.21 63.34 29/03/2019 Lock-in period None Fair value (% of the share price at grant date) 87% Valuation method used (1) For the entire Group, conditions are based on the following performance indicator: Societe Generale Group’s consolidated net income (Group share). 52 34.02 Crédit du Nord Group - Update to the 2015 Registration Document Arbitrage Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements 5 NOTE 17 Cost of risk First-Half 2016 2015 First-Half 2015 -52.5 -144.8 -61.5 -7.0 -34.1 -22.7 1.8 3.6 1.8 Net allowance for other loss allowances for contingent liability items -3.6 -2.7 -0.2 Losses not covered by loss allowances -1.1 -1.2 -0.7 -62.4 -179.2 -83.3 (in €m) COUNTERPARTY RISK Net allocation for impairment (1) Losses not covered by loss allowances Amounts recovered on amortised receivables OTHER RISKS TOTAL (1) Including the impact related to the recalibration of the statistical loss allowance model for the retail market that took place in the first half of 2016. Crédit du Nord Group - Update to the 2015 Registration Document 53 5 Consolidated financial statements as at June 30, 2016 Notes to the consolidated financial statements NOTE 18 Income tax (in €m) Current taxes Deferred taxes TOTAL TAX EXPENSE (1) First-Half 2016 2015 First-Half 2015 -123.5 -217.8 -121.8 5.2 -3.2 10.6 -118.3 -221.0 -111.2 (1) Reconciliation of the difference between the Group’s normative tax rate and its effective tax rate can be broken down as follows: (in €m) Earnings before tax and excluding net income from companies accounted for by the equity method Normal tax rate applicable to French companies (including the 3.3% contribution) Permanent differences Differential on exempt items or items taxed at a reduced rate Tax differential on profits taxed outside France 2015 First-Half 2015 430.2 581.2 294.9 34.43% 34.43% 34.43% 5.87% 3.69% 3.45% -12.64% -0.06% -0.13% -0.01% -0.04% -0.03% Effect of non-deductible losses for the period and the use of tax loss carry-forwards -0.15% - - Group effective tax rate 27.50% 38.02% 37.72% In France, standard corporate income tax is 33.33%. In addition, companies pay a Social Security Solidarity Contribution of 3.3% (after deduction from taxable income of €0.76 million), introduced in 2000. For fiscal years 2013, 2014 and 2015, an Exceptional Contribution of 10.7% was also added on all profitable companies generating revenue of more than €250 million. This contribution will no longer be applied as of the 2016 fiscal year. Long-term capital gains on equity investments are tax-exempt, subject to taxation of a share of fees and expenses equivalent to 12% of the gross capital gain according to the 2013 Finance Act. In addition, up until 2015, dividends received under the parent company/subsidiary regime were tax-exempt, 54 First-Half 2016 Crédit du Nord Group - Update to the 2015 Registration Document subject to taxation on a 5% share representing fees and expenses. Following a change in tax law that came into effect in 2016, the share of fees and expenses is: • 1% for a subsidiary that is part of the tax consolidation group (this share can no longer be offset at the tax consolidation group level); • 5% for a subsidiary that is not part of the tax consolidation group. The tax rate used to calculate the deferred taxes of French companies was 34.43% for earnings taxed at the standard rate. For earnings taxed at the reduced rate, the reduced rate is 4.13% given the type of transactions involved. Consolidated financial statements as at June 30, 2016 Statutory auditors’ review report on the half-yearly financial statements 5 5. Statutory auditors’ review report on the half-yearly financial statements For the period from January 1 to June 30, 2016 This is a free translation into English of the statutory auditors’ review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the group’s half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the Shareholders, In compliance with the assignment entrusted to us by your annual general meeting and in accordance with the requirements of article L. 451-1-2 III of the French monetary and financial code (Code monétaire et financier), we hereby report to you on: • the review of the accompanying condensed half-yearly consolidated financial statements of Crédit du Nord, for the period from January 1 to June 30, 2016; • the verification of the information presented in the half-yearly management report. These condensed half-yearly consolidated financial statements are the responsibility of your board of directors. Our role is to express a conclusion on these financial statements based on our review. I- Conclusion on the financial statements We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information. II- Specific verification We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements. Neuilly-sur-Seine and Paris-La Défense, August 26, 2016 The statutory auditors French original signed by DELOITTE & ASSOCIES José-Luis GARCIA ERNST & YOUNG et Autres Vincent ROTY Crédit du Nord Group - Update to the 2015 Registration Document 55 6 Capital adequacy ratio Disclosures under Pillar 3 The Basel 3 capital adequacy ratio was 11.7% at June 30, 2016 (with a Basel 3 Core Tier 1 ratio of 9.3%). As a result, the Group share of equity stood at €2,920.3 million at June 30, 2016 (compared to €2,943.0 million at December 31, 2015). After taking prudential deductions into account, prudential Basel 3 Core Tier 1 capital came out at €1,642.3 million and Basel 3 risk-weighted assets stood at €17,637.6 million. Risk-weighted assets can be broken down as follows by type of risk: • credit risk exposure of €16,505.8 million, accounting for 93.6% of risk-weighted assets at June 30, 2016; • market risk exposure of €101.2 million, accounting for 0.6% of risk-weighted assets at June 30, 2016; • operational risk exposure of €1,030.6 million, accounting for 5.8% of risk-weighted assets at June 30, 2014. Prudential capital, risk-weighted assets and capital adequacy ratios 30/06/2016 Basel 3 31/12/2015 Basel 3 2,920.3 2,943.0 - - Intangible assets -154.7 -154.3 Goodwill -508.0 -508.0 Theoretical dividends -327.8 -278.0 (in €m) Consolidated equity, Group share (IFRS) Non-controlling interests, after estimated dividend payout Other regulatory adjustments -287.5 -323.6 1,642.3 1,679.1 Basel 3 deductions - - Additional Tier 1 capital - - TOTAL TIER 1 CAPITAL 1,642.3 1,679.1 426.9 439.3 TOTAL TIER 1 CAPITAL Tier 2 capital Basel 3 deductions TOTAL TIER 2 CAPITAL TOTAL REGULATORY CAPITAL (TIER 1 + TIER 2) Credit risk-weighted assets Market risk-weighted assets Operational risk-weighted assets TOTAL GROSS OUTSTANDINGS 426.9 439.3 2,069.2 2,118.4 16,505.8 16,267.1 101.2 104.9 1,030.6 1,015.5 17,637.6 17,387.5 9.3% 9.7% CAPITAL ADEQUACY RATIOS CORE TIER 1 RATIO TIER 1 RATIO TOTAL CAPITAL ADEQUACY RATIO 56 Crédit du Nord Group - Update to the 2015 Registration Document 9.3% 9.7% 11.7% 12.2% Leverage ratio 6 Leverage ratio Crédit du Nord Group calculates its leverage in accordance with the leverage ratio framework defined by the Basel Committee in January 2014. These rules have been enacted into European regulations (CRR as amended by the Commission Delegated Act of October 10, 2014). The leverage ratio is managed with the intention of calibrating the amount of Tier 1 capital (the numerator of the leverage ratio) and to control the Group’s total leveraged exposure (the ratio’s denominator). The minimum amount mentioned in the Basel Committee’s recommendations is 3%. The leverage ratio is currently being observed to determine the minimum requirements. When they are established, the Group’s target will be adjusted as required. At June 30, 2016, Crédit du Nord Group’s leverage ratio stood at 2.5%. Summary of the leverage ratio and the transition of the accounting balance sheet to the leveraged exposure prudential scope 30/06/2016 31/12/2015 1,642.3 1,679.1 58,771.3 56,328.1 - - 2,668.9 2,059.9 - - Off-balance sheet exposures (loan and financial guarantee commitments) 5,469.4 5,231.2 Technical and regulatory adjustments (Tier 1 prudential capital deductions) -793.2 -773.7 66,116.3 62,845.6 2.5% 2.7% (in €m) Tier 1 capital Total prudential balance sheet assets Adjustments for fiduciary assets recorded on the balance sheet but excluded from the leveraged exposure Adjustments for derivative exposures Adjustments for securities financing transactions Leveraged exposure Fully loaded CRR leverage ratio Crédit du Nord Group - Update to the 2015 Registration Document 57 7 Cross Reference tables 1. Updated cross reference table Page number of the Registration Document Page number of the of the update 1. Responsibility for the registration document 245 4 2. Statutory auditors 245 5 6-7 - N/A* 11-12 28 to 35; 82 to 94; 211-212 - 208 9 26; 108-109 - 6.1. Main activities 16 to 20 15 to 19 6.2. Main markets 103 44 N/A* - 211 - N/A* - 11 9 11; 77-78; 182-183 9 108-109 - 213 to 242 - Chapters 3. Select financial information 3.1. Select historic financial information for the issuer, for each financial year 3.2. Select financial information for interim periods 4. Risk factors 5. Information about the issuer 5.1. History and development of the company 5.2. Investments 6. Overview of activities 6.3. Exceptional events 6.4. Degree of issuer dependence on patents, licences, industrial, commercial, and financial contracts, and on new manufacturing processes 6.5. Basis of issuer statements concerning its competitive position 7. Organisation chart 7.1. Overall description of the Group 7.2. List of major subsidiaries 8. Buildings, plant and equipment 8.1. Major existing or planned tangible fixed assets 8.2. Environmental issues with the potential to influence the use of tangible assets * N/A: Non applicable 58 Crédit du Nord Group - Update to the 2015 Registration Document Cross Reference tables Updated cross reference table Page number of the Registration Document Page number of the of the update 9.1. Financial situation 21 to 25 20 to 24 9.2. Operating income 21 to 25 20 to 24 42 to 47 26 to 31 48 32 10.3. Information on the issuer's borrowing conditions and financing structure 102; 111; 113; 120 43; 46; 48 10.4. Information concerning any restrictions on the use of capital having influenced or capable of influencing the issuer's transactions N/A* - 10.5. Information concerning the expected sources of financing needed to honour the commitments listed in chapters 5.2 and 8.1 N/A* - N/A* - 26 25 N/A* - 4 6 185 to 189 - 190 to 199 - 131-132 - Chapters 7 9. Overview of financial situation and results 10. Cash flow and capital 10.1. Information on the issuer’s capital 10.2. Source and amount of the issuer’s cash flow 11. Research and development, patents and licences 12. Information on trends 13. Profit forecasts or estimates 14. Administrative, Management and Supervisory bodies and General Management 14.1. Board of Directors and General Management 14.2. Conflicts of interest involving the administrative, management and supervisory bodies and General Management 15. Compensation and benefits 15.1. Amount of compensation paid and benefits in kind 15.2. Total loss allowance set aside or recorded by the issuer for the payment of pensions and other benefits 16. Corporate Governance 16.1. Expiry of current terms of office 4; 185 to 188 6 16.2. Service agreements binding members of the administrative bodies N/A* - 16.3. Information on the issuer's Audit Committee and Compensation Committee 4; 27-28; 190 to 192; 195 8 16.4. Declaration indicating whether or not the issuer complies with corporate governance policy 28 - 22; 128; 175; 214 21 193 to 198 - 210 - 17. Employees 17.1. Number of employees 17.2. Ownership interests and stock options of Directors 17.3. Agreement allowing for employees to invest in the issuer’s capital * N/A: Non applicable Crédit du Nord Group - Update to the 2015 Registration Document 59 7 Cross Reference tables Updated cross reference table Page number of the Registration Document Page number of the of the update 18.1. Shareholders owning more than 5% of the share capital or voting rights 210 - 18.2. Other voting rights 210 - 18.3. Ownership of the issuer 210 - N/A* - 131-132; 162; 202 to 204 - Chapters 18. Key shareholders 18.4. Agreement of which the issuer is aware, the implementation of which could lead to a change in ownership at a future date 19. Transactions with affiliates 20. Information concerning the issuer’s financial situation and results 20.1. Historic financial information 42 to 136; 145 to 184 - N/A* - 42 to 136; 145 to 184 - 137-138; 200-201 - 20.2. Pro forma financial information 20.3. Financial statements 20.4. Verification of annual historic financial information 20.5. Date of latest financial information 42; 145 26 N/A* 26 to 54 20.7. Dividend policy 210 30-31 20.8. Legal and arbitration procedures 211 - N/A* - 21.1. Share capital 208; 210 - 21.2. Articles of incorporation and bylaws 20.6. Interim financial information 20.9. Significant change in the financial or commercial situation 21. Additional information 208-209 - 22. Major contracts N/A* - 23. Information from third parties, expert certifications and interest declaration N/A* - 209 - 11; 76 to 78; 182-183 9 24. Documents available to the public 25. Information on ownership interests * N/A: Non applicable 60 Crédit du Nord Group - Update to the 2015 Registration Document Cross Reference tables Cross Reference table for the Interim Financial Report 7 2. Cross Reference table for the Interim Financial Report In accordance with Article 212-13 of the General Regulations of the Autorité des Marchés Financiers (French Securities Regulator), this update includes information from the interim financial statements described in Article L. 451-1-2 of the French Monetary and Financial Code and Article 222-4 of the General Regulations of the Autorité des Marchés Financiers: Interim financial report Page number of the Financial statements as at June 30, 2016 26-54 Interim management report 11-25 - Major events that took place over the first six months of the financial year and their impact on the interim financial statements - - Description of the main risks and uncertainties for the six remaining months of the financial year - - Key transactions between related parties - Certification of the person responsible for the registration document Statutory Auditors’ report on the financial statements for the first half 2016 4 55 Crédit du Nord Group - Update to the 2015 Registration Document 61 62 Crédit du Nord Group - Update to the 2015 Registration Document Registration Document filed with the Autorité des Marchés Financiers on April 15, 2016 under number D.16-0344. This update to the Registration Document was filed with the Autorité des Marchés Financiers (AMF) on August 26, 2016 under number D. 16-0344-A01. It may be used to support a financial transaction if accompanied by an information document approved by the AMF. This document was produced by the issuer and is binding upon its signatory. This Registration Document is available online at www.groupe-credit-du-nord.com Person responsible for the information contained in this report: Clara LEVY-BAROUCH – Tel.: +33 (0)1 40 22 45 45 – E-mail: [email protected]