30 JUNE 2013 - Banca Etruria
Transcription
30 JUNE 2013 - Banca Etruria
CONSOLIDATED INTERIM FINANCIAL REPORT AS AT 30 JUNE 2013 1 2 Contents Part I – Interim Report on Operations ....................................................................................... 5 1. The economy and the industry........................................................................................... 7 Economic conditions .............................................................................................................. 7 The economy in central Italy – focus on Tuscany ..................................................................... 11 The Italian financial and credit markets .................................................................................. 12 2. The Banca Etruria Group – organization and structure ....................................................... 14 The Group ........................................................................................................................... 14 Legislative, regulatory and organizational initiatives ................................................................ 23 Group marketing and commercial activities ............................................................................. 26 Social and cultural initiatives ................................................................................................. 28 The branch network and the workforce ................................................................................... 30 Risk management ................................................................................................................. 32 3. Financial position .......................................................................................................... 34 Customer loans .................................................................................................................... 35 Lending in gold .................................................................................................................... 36 Direct funding ...................................................................................................................... 37 Indirect funding .................................................................................................................... 38 Securities portfolio ............................................................................................................... 41 Interbank position................................................................................................................. 41 Changes in consolidated equity .............................................................................................. 41 4. Performance .................................................................................................................. 43 Income statement ................................................................................................................. 43 Key ratios for the Banca Etruria Group ................................................................................... 47 5. Other Information .......................................................................................................... 48 Shareholders ........................................................................................................................ 48 Banca Etruria shares ............................................................................................................. 48 Related parties ..................................................................................................................... 51 Significant events during the period........................................................................................ 52 Subsequent events ................................................................................................................ 53 Outlook for operations and the main risks and uncertainties to which the Group is exposed.......... 55 Part II - Condensed Consolidated Interim Financial Statements ................................................. 58 Consolidated financial statements .......................................................................................... 60 Explanatory notes ................................................................................................................. 68 Part A - Accounting policies .................................................................................................. 70 Part B - Information on the consolidated balance sheet ............................................................. 80 Part C - Information on the consolidated income statement ..................................................... 106 Part D - Consolidated comprehensive income ........................................................................ 123 Part E - Information on risks and related hedging policies ....................................................... 127 Part F - Information on consolidated capital .......................................................................... 167 Part G - Business combinations ............................................................................................ 179 Part H - Transactions with related parties .............................................................................. 181 Part L - Operating segments ................................................................................................ 187 Statement of the mananger responsible for the preparation of the financial reports .................... 194 Report of the independent auditors ....................................................................................... 198 Appendix - The Parent Company Banca Etruria ..................................................................... 203 Financial statements of Banca Etruria .................................................................................. 205 The main balance sheet aggregates of Banca Etruria .............................................................. 212 Customer loans .................................................................................................................. 212 Direct funding .................................................................................................................... 214 3 Indirect funding .................................................................................................................. 215 Other balance sheet accounts ............................................................................................... 216 The income statement of Banca Etruria ................................................................................. 217 Key ratios .......................................................................................................................... 220 4 Part I – Interim Report on Operations 5 6 1. The economy and the industry Economic conditions In the early months of 2013 global economic activity benefited from the strengthening of the recovery in the USA and the expansion in Japan. In the main emerging economies, specifically in China, though growth remained rapid overall, it nevertheless lost pace. This deceleration in the emerging economies of Asia and the persistent weakness in the euro area kept the expansion of international trade at modest levels1. In the first three months of 2013, global trade grew 2.6% on the previous year, in line with the growth recorded in the previous quarter. While expansion slowed in emerging economies of Asia, Japan’s foreign trade recorded an upswing: despite this, the expansion of global trade remained moderate in the second quarter of 2013. In the first three months of the current year, the GDP in the USA grew at an annual rate of 1.8%: the feared negative repercussions of budget policy were less than expected. The strengthening of economic activity reflected a pick up in household consumption, while the reduction in public spending had a negative effect on growth in GDP, though to a lesser extent than in the previous quarter. In the second quarter of 2013, in the USA GDP growth expanded at an annual rate near 2%, despite the drag from the budget sequestration that took effect in March 2013. Labour market conditions continue to improve, and the property market continues to recover, with the index of housing prices in the ten largest metropolitan areas of the US rising for the fifth consecutive month. In Japan the growth rate increased sharply in the first part of 2013, benefiting from the sharp increase in household consumption as well as the budget expansion and the recovery in exports. In the main emerging economies, economic activity slowed in the first three months of the year. In China GDP growth came down to 7.7% on the same period of the previous year (from 7.9% in the previous quarter), primarily due to the deceleration in investment demand. GDP growth further decreased in Russia (1.6%), while it remained at relatively weak levels in India compared to the past (4.8%). The strengthening of growth in Brazil (to 1.9% from 1.4% in the previous quarter) is attributable to the recovery in investment, in turn sustained by tax incentives. In China, GDP growth in the second quarter of the current year decreased further, to 7.5%, reflecting, among other factors, the renewed weakness of foreign demand. Industrial production indices and economic trend surveys point to a further weakening of economic activity in the other main emerging countries as well. 1 The primary source of information on macroeconomic conditions in this report on operations is Bank of Italy Economic Bulletin no. 73 – July 2013 7 Based on the latest International Monetary Fund projections (Table 1), in 2013 world economic growth will stand at 3.1%, unchanged compared to 2012. The slight downwards revision on the estimates published in April is mainly due to slower growth in the main emerging economies and the protraction of the recession in the euro area. On the whole, the outlook for growth in the global economy is still subject to downside risks. The attenuation of the uncertainties about the course of the crisis in the euro area and the handling of the budget imbalance in the USA is matched by heightened doubts about growth in the main emerging economies. To conclude the overview of the global economy, it is noted that in the first part of 2013 prices of energy and non-energy commodities decreases, favouring a generalised drop in inflation. During the second quarter, crude prices decreased, reflecting the uncertain trend in global demand and the increase in output. Despite the rises due to the renewed tensions in Egypt in the last few weeks (prices nearly regained their end-March levels of $109), futures contracts continue to indicate that the price of Brent crude will decline over the next twelve months. In the second quarter of 2013 there was a greater decrease in international prices of non-energy commodities, specifically of metals. Inflation pressures in advanced countries have abated in recent months and monetary policies have remained accommodative. However, uncertainty over future strategies has spread among market operators in the last few weeks. In June, the Federal Reserve announced that if data should confirm the recent improvement in the economic outlook it could begin tapering the rate of expansion of its balance sheet within the next few months with a view to phasing out the programme of purchases by the middle of 2014. In July, however, it reaffirmed that it would counter undesirable restrictions in financial conditions. In order to attain its inflation target of 2%, the Bank of Japan confirmed its expansion programme, accompanied by purchases of government bonds with long maturities. The Bank of England and the British Treasury approved a one-year extension (to the end of January 2015) of the programme designed to encourage credit to small and medium-sized businesses. The policy measures taken by the monetary authorities of the main emerging countries have not been uniform. The Bank of China adopted a more restrictive policy on liquidity supply; it then intervened in the second half of June to calm the strains that had arisen in the interbank market. In euro area countries, the GDP weakened further in the first quarter of the year, with a drop that also extended to countries not directly exposed to the tensions on the financial markets. However, the most recent economic indicators show signs of some progress and a possible stabilisation of the economic cycle, though in business conditions that remain weak. In the first quarter of 2013 the GDP in the euro area fell for the sixth quarter running (-0.3% on the previous period, compared to -0.6% at the end of 2012), reflecting mainly the further contraction in investment. Household spending remained stable, however, interrupting the downward trend that began at the end of 2011. The reduction in exports (of about 1 percent, the 8 second consecutive decline), was offset by a slightly greater fall in imports. The GDP declined in all leading economies, with the exception of a modest rise in Germany (0.1%) where the main impetus was a rise in household consumption. Subsequently, in the period April-May 2013, industrial production increased by more than half of a percentage point compared to the previous two months. This trend was common to all the main economies and in June the European Commission’s Economic Sentiment Indicator showed an improvement across the euro area and in the leading economies. The improvement in the results of household and business quantitative opinion surveys could be a sign of the attenuation of cyclical weakness. The most recent indicators on household spending in the area showed some improvements. In April-May, on average, the volume of retail sales and new car registrations increased slightly compared with the first quarter of this year. The Eurosystem’s June projections indicate a decline in GDP of 0.6% for 2013, equal to that of the previous year and 1.5 percentage points worse than forecast last September. In the last three months consumer price inflation dropped significantly, by 1.4% on average. In its meeting at the beginning of May, the ECB Governing Council reduced the rate on main refinancing transactions (by 25 basis points to 0.5%) and the rate on marginal lending facilities (by 50 basis points to 1.0%). The rate on Eurosystem overnight deposits remained at zero. At the beginning of July the Council announced that it expected to keep official rates at present or lower levels for an extended period of time, based on the moderate outlook for inflation, the weakness in the economy and the subdued monetary growth. Following this decision, forward interest rates dropped sharply. The early repayment to the ECB of the funds distributed in the two three-year LTROs of December 2011 and February 2012 continued. Together with banks’ reduced use of refinancing operations, this resulted in a drop in excess liquidity in the system, which nevertheless remained abundant. In May 2013 the Governing Council confirmed that the refinancing operations would continue by means of tender procedures with full allotment for as long necessary, and at least until the start of July 2014. Starting in May 2013, there was a resurgence of volatility in the international financial markets, triggered by market participants’ growing concerns about the possible early reduction of monetary stimulus in the USA and by uncertainty about the outlook for the global economy. Interest rates on ten-year US Treasury Bonds increased at the start of May 2013, though remaining at historically low levels, amidst uncertainty as to the timing and method of the Federal Reserve’s withdrawal from unconventional monetary policy measures. The yield spreads of ten-year euro-area government bonds over the equivalent German security had narrowed in April 2013, benefiting from a broad improvement in financial market conditions – in turn favoured by the launch of a further expansion of monetary policy in Japan – and form the attenuation of political uncertainty in Italy. From mid-May 2013, however, spreads once again began to increase, reflecting the uncertainty surrounding monetary policy developments in the USA and the mounting fears of an economic slowdown in China. They began to come down again following the meeting of the ECB Governing Council in July, to then be affected by the fears of a political crisis in Portugal. The spread on Italy’s ten-year government securities, which in April 2013 had fallen to end-of-January levels, rose to 292 basis points. After the drop in the GDP in the first quarter of this year, industrial production in 9 Italy fell again in April 2013, before picking up slightly in May 2013. This could presage a stabilisation of economic activity. As mentioned in the Bank of Italy surveys, the opinion of businesses, also on investment conditions, have improved slightly over recent months. However, the cyclical outlook reflects the uncertainty caused by the latest financial market tensions. In the first quarter of 2013 the GDP fell by 0.6% compared to the previous period (Table 2). Domestic demand continued to decline. Investment in construction, in particular, recorded the sharpest drop since the end of 2008 (-3.9% percent compared to the fourth quarter of 2012). Household spending decreased further (-0.5%), albeit less markedly than in the previous quarters. For the first time since spring 2009, exports also fell (-1.9% percent), mainly due to the contraction in demand from other EU countries. Imports decreased by a slightly lower extent. Only the change in stocks contributed 0.3 percentage points to GDP growth. According to the estimates by the Bank of Italy, the GDP decreased further in the second quarter, but at a slower pace. Most recent surveys indicate the possible stabilisation of investment activities by businesses in the second half of the year. Inflation fell further in June, to 1.4% from 1.8% in March, mainly owing to the downturn in energy prices. Should the VAT increase currently planned for October 2013 enter into force, inflation would remain around 1.5% on average for 2013 and the following year. The forecasts on average GDP growth in 2013 presented by the Bank of Italy in July were revised downwards compared to those presented in January (from -1.0 to -1.9%). The revision is attributable to the trend in economic activity in the first half of the year, which was lower than forecast in January 2013, primarily due to the slowdown in international trade and the continuing tensions on the credit market, which delayed the exit from the recession. Economic activity will stabilise only at the end of this year, with a recovery in 2014 (+0.7% for the yearly average), due to the acceleration of foreign trade and the gradual recovery in investments in production. The latter are expected to be favoured by companies’ liquidity conditions, associated with the effects of the unfreezing of the trade payables due from public administration Household spending, restrained by the performance of disposable income and by acute uncertainty regarding the labour market outlook, is expected to remain weak, however; after declining further this year, it appears set to stagnate next year. Conditions in the labour market, which typically reacts to changes in economic activity with a lag, are expected to continue worsening, showing a timid recovery only in the second half of 2014. The number of persons in work is expected to decrease by approximately 1.5% in the two-year period 2013-14. The seasonally-adjusted unemployment rate, which exceeded 12% in May, is expected to come close to 13% in the course of 2014. The projected recovery in economic activity in late 2013 and the start of 2014 is subject to downside risks, mainly in connection with the outlook for the global economy, businesses’ liquidity conditions and the terms of credit supply. The forecast scenario also depends on the full implementation and effectiveness of economic policy measures. Moreover, the timing and strength of the recovery could be jeopardised by an increase in spreads on Italian government securities, which owing to the size of the public debt and the poor prospects for economic growth in the country, remain sensitive to variations in investor confidence and the assessments of analysts. Achieving the fiscal adjustment objectives is a necessary condition for the containment of risk premiums, which must also be shielded from the possible adverse effects of uncertainties about the domestic situation. An increase in spreads would have repercussions on banks’ funding and hence on the availability and cost of credit to businesses and households. In terms of demographics of Italian businesses, the quarterly data from the Union of Chambers of Commerce show a highly negative balance in the first quarter of 2013: -31,351 businesses (net of automatic terminations), which reach -40,862 businesses also considering such terminations, the worst balance since 2004. The highest price has been paid by companies in the trades (with a balance of -21,185 businesses), many of which are sole proprietorships reporting the highest losses (over 38 thousand businesses). The decreases are spread throughout the country, with 10 the greatest concentration in the North East (-0.70%, equal to -8,350 businesses). In the second quarter of 2013, the total growth rate of Italian businesses stopped at +0.43%. This was the result of a particularly low registration rate (+1.66%) associated with a decidedly high termination rate (1.23%). Despite the increase recorded in the second quarter of 2013, the entire half year closed with a negative balance of -5,267 businesses, net of automatic terminations. This number becomes 24,261 businesses also considering such terminations. The focus on the business crisis highlights the fact that in the first six months of 2013, bankruptcy proceedings increased by almost 6%, equal to 6,456 companies that filed in court (this was the fact of 6,095 companies in the same period of 2012). Arrangements, on the other hand, increased by 72.5% since the beginning of the year. The economy in central Italy – focus on Tuscany Based on the survey by Unioncamere – Confindustria Toscana2, the last quarter of 2012 saw an easing of the recession in industrial production, which had reached a peak in the previous quarter. The year-on-year rates of decrease slowed in the quarter in question, reaching -3.1%. According to estimates, real regional output for the entire year 2012 declined by the same amount as the downturn for the country (-2.4%), attributable to components of internal demand. The breakdown of manufacturing production by sector surveyed by UnionCamere-Toscana and Confindustria continued to show significant differences: the sectors with the largest decreases included electronics, means of transport, metal products, wood and furniture. Textiles and apparel, non-metal products, the mechanical sector, food products, leather, fur and footwear recorded modest rates of decrease. The chemical and pharmaceutical industry strengthened its exit from the recession, primarily driven by the highly positive performance of a large local company. In terms of size, le medium-sized businesses are holding up in terms of turnover (+0.4% in the fourth quarter of 2012) and employment (+1%), while large companies continued their significant slowdown (8.9%). The differentiation within the region was sharply accentuated, as it is much more sensitive to sector specialisation. Industrial production in the provinces of Massa Carrara and Livorno recorded values considerably below the average for the region, while there was a less intense decrease in Pistoia, Pisa, Grosseto and Prato. The provinces of Lucca, Arezzo, Siena and, above all, Florence performed considerably better than the average for the region. The residential construction sector reported a worsening of the crisis, with all indices of demand and production continuing to report harshly negative values. Retail sales recorded a further sharp year-on-year drop of 6.3% in the fourth quarter of 2012 (though lower than the national figure of -8.4%). Only products sold in large retail chains showed positive results. Demand generated by tourism spending remained stagnant. Foreign demand for goods continued to be what saved the Tuscan business system, though it slowed further compared to the previous quarters (+2.5% in the fourth quarter of 2012 compared to +5% in the third quarter of 2012). The data reported by the ISTAT survey on the workforce showed stagnation in employment, which increased slightly by 0.2%, equal to 4,000 compared to the same period of 2011, with an equivalent reduction in seasonally-adjusted economic terms. This figure, connected to the extreme use of wage supplementation, confirms the critical nature of the demand for labour in the region. Year-on-year, the unemployment rate increased by 0.3 percentage points, reaching 7.8%. In the province of Arezzo in particular, in the last quarter of 2012, the fall in production slowed (-1.9%), as well as the drop in turnover of manufacturing companies (-1.7%) and the trend 2 Source: IRPET – Tuscany issue no. 41, April 2013 11 in exports turned negative (-9.4%), pulled downwards by precious metals. Domestic demand was at critical levels, with an additional drop in retail sales (-7.4%). Business demographics are stagnating. Initial figures released by UnionCamere for 2013 show a drop in both exports from the region (-0.6% in the first quarter of the current year), and in manufacturing production (-4.9%). The performance of retail sales in Tuscany was -6.8% in the first quarter of 2013. In terms of demographics of Italian businesses in the region, the quarterly data from the Union of Chambers of Commerce show a highly negative balance in the first quarter of 2013: 1,289 businesses also considering automatic terminations. Net of such terminations there would be substantial stability. In the initial months of 2013, over seventy business crisis management round tables were operating in the region, mainly relating to large companies. In Tuscany, bank lending to businesses, including doubtful loans, started a downturn in mid2012, and bank lending to consumer households dropped from the end of 20123. This was the result of continued restrictive terms offered and the downturn in demand, which, for businesses, was affected by the decrease in economic activity and the lack of investments, and, for households, by an increasingly prudent approach. The recession triggered a gradual deterioration of loans to businesses. At the end of 2012 the total of positions with difficulties in repayment, with differing levels of seriousness, was slightly more than one-fourth of total loans. This was reflected in an increase in interest rates applied. Signs of a worsening began to be seen in loans to households, where anomalous loans amounted to one-tenth of the total. On the whole, bank lending to customers resident in the region, including doubtful loans and repurchase agreements, had increased by 0.2% in December 2012 (+2.8% in 2011). In the first few months of the current year, this trend has not changed (provisional March 2013 figure +0.1%). Funding by banks from consumer households and businesses resident in Tuscany, comprising deposits and bonds, gradually recovered over 2012, reporting an increase of 3.7% in December (+0.4% in 2011). The deposit component grew by 5.7%, in particular driven by those with long maturities. Bond funding in the region remained relatively stable on the whole (-0.2% at the end of 2012). The trend in total bank funding attenuated slightly in the first quarter of 2013 (+2.5%), due to the downturn in the bond component. The Italian financial and credit markets Conditions on the financial markets improved slightly overall from the end of March 2013. New tensions began emerged in May 2013 due to the uncertainty surrounding the future duration of the quantitative easing policy in the USA and the spread of concerns regarding the outlook for credit in China. The decline in prices mainly involved the emerging countries. It has been transmitted, if only to a limited extent, also to the euro area, where government securities prices have also been affected by the political uncertainty in Portugal. The decisions by the ECB Governing Council at the beginning of July 2013 supported the markets. In Italy, the spread between Italian ten-year government securities and the corresponding German securities decreased by 55 basis points, reaching 292 points at the end of March. However, this was the outcome of distinct phases: a decline up to mid-May, with the spread benefiting both from a reduction in domestic political uncertainty and from a temporary improvement in market confidence, followed by a rising phase due to the global events mentioned. Following the decisions by the ECB Governing Council at the beginning of July 2013, tensions eased somewhat. On 9 July 2013, Standard & Poor’s downgraded Italy from BBB+ to BBB, maintaining a negative outlook; the impact on the markets, i.e. on demand and yields on government securities, was modest. In the first four months of 2013 non-resident investors made very large net purchases of Italian debt 3 Source: Bank of Italy, “Regional Economies- The Economy of Tuscany”, June 2013 12 securities (€20.3 billion, approximately three-quarters of it at medium and long term), coinciding with the abatement of the sovereign debt crisis in the euro area4. The economic phase affecting banks in the first half of 2013 was even more complex. Loans to businesses and households continued to fall. In addition to the weakness in demand for loans, this continues to reflect banks’ considerable perception of credit risk. The unfavourable economic conditions continued to negatively affect the quality of assets and profitability of intermediaries. The equity position, strengthened in 2012, remained solid. The downturn in bank lending to the non-financial private sector continued, dropping by 3.7% in May 2013 compared to the previous three months (annualized). If the public sector is also considered, total loans to residents in Italy (excluding central counterparties) dropped by 2.4% yearover-year in May 2013, with loans to businesses decreasing by 3.6% and those to households by 0.9%. Despite abundant liquidity, bank lending policies were held back by the worsening in credit risk triggered by the protraction of the recession. The increased risk of loans reflected on the cost of credit, offsetting the favourable effects deriving from the reduction in official interest rates and the partial abatement of tensions on the sovereign debt market. The annual default rate in the first quarter of 2013 rose to 2.8% for total loans (the highest figure since the crisis began) and to 4.5% for only loans to businesses (+60 basis points compared to the previous quarter). Based on the monthly report published by the Italian Banking Association (ABI) in July, gross doubtful loans grew by 22.4% in May on the previous twelve months, and net doubtful loans grew by 31.5%. Based on forecast indicators, the flow of doubtful loans will remain high for the rest of the year. Furthermore, according to figures published by the Chambers of Commerce and gathered by Crif, in the first quarter of 2013, approvals of voluntary arrangements recorded by the courts grew by 70%, in addition to an average of 40 petitions for bankruptcy per day. Between the end of February 2013 and May 2013 deposits with Italian banks by resident customers continued to expand, by approximately €11 billion. Their annual growth rate came to 7.4% in May. Following a long period of contraction, deposits of non-residents and net repurchase agreement liabilities due to central counterparties, which reflect interbank transactions with foreign operators, also recorded significant positive flows (€12 billion and €23 billion, respectively). The performance of deposits offset the negative balance of gross issues and bond redemptions (yearover-year change of -9% in May 2013). Based on the consolidated quarterly reports, in the first quarter of this year the profitability of the Italian banking system decreased compared to the same period of 2012. Annualised return on equity (ROE) dropped by about two percentage points. Gross income decreased by 13%, mainly due to the downturn in net interest income, affected by the trend in market interest rates and the drop in volumes intermediated. This was also the result of the drop in revenues on trading compared to the first quarter of 2012. Cost reduction actions (-5.1%) attenuated the drop in operating profit (22.4%). Impairment losses on loans contributed about 60 percent of the latter drop (increasing by 3.8% in the first quarter of 2013). 4 Source: Bank of Italy, “Economic Bulletin no. 73 – July 2013”. 13 2. The Banca Etruria Group – organization and structure The Group 14 The following is a description of the activities during the period for the various consolidated companies of the Group. Banca Popolare dell'Etruria e del Lazio Società Cooperativa, Parent Company for the Banca Etruria Group: Share Capital 342,645,5205 Number of employees 1,676 Italy’s economic situation is still sharply feeling the effects of the international crisis which is particularly putting pressure on Europe. In the euro area, the GDP weakened further in the first quarter of 2013, with a drop that also extended to countries not directly exposed to the tensions on the financial markets. Even though recent economic indicators show a possible stabilisation of the economic cycle, conditions remain particularly weak. The trend in economic activity in the first half of the year, led all analysts to conduct a downwards revision of their forecasts for the entire year, both for Europe and for Italy, primarily due to the slowdown in international trade and the continuing tensions on the credit market, which is delaying the exit from the recession. Credit market conditions remain tense. In the first four months of the year, the downturn in loans to households sharpened and, to a greater extent, in loans to businesses. Difficulties are generalised, but greater for small and medium-sized businesses, which have fewer opportunities to replace bank loans with other financing. The downturn in loans reflects the lasting weakness in the demand for credit, but continues to also be effected by the restrictive approach of supply. Bank lending policies were effectively held back by the worsening in credit risk triggered by the protraction of the recession. Despite the economic scenario described above, remaining loyal to its role as a mutual bank, the Bank has remained close to its geographical area, confirming its support to operators that deserve support and assistance at a time of difficulty throughout the industry. Strategy focused on sustainable growth led to a shift in composition of loans which, though decreasing compared to the end of 2012, privilege greater granularity and, thus, expansion of lending, in addition to offering a product portfolio that is increasingly complete and competitive, as a result of agreements with leading partners. The Bank’s support to local areas was also expressed through various initiatives carried out in the half year. These included the renewed participation in the Tuscany Region Protocol “New Commitments for the Economic Emergency”, in addition to support to the businesses flooded in November 2012 as well as participation in the “Regional Project for Young Professionals and Professions” agreement in April, implementing the memorandum of understanding with the Tuscany Region to create better conditions for access to credit for parties operating in the Tuscany area, in this case in the field of intellectual property. In May, Banca Etruria also created a special agreement for businesses that have activated solidarity agreements for their employees. The special agreement takes the form of partial advances of solidarity contributions. Specifically, in line with a policy of focusing on and being sensitive to the needs of the local areas, employees of the businesses participating in the special agreement have been provided the option of requesting a current account overdraft from the Bank at special terms, to make the solidarity contribution due from INPS immediately available. Furthermore, in the province of Arezzo where the Bank operates, it answered the request launched by the Diocese to develop a micro-credit plan for households in difficulty. Lastly, in June, in support of the “Focus on Businesses” project designed by the Arezzo Confcommercio and CNA associations, the Bank provided a credit line of €2.5 million to support 5 At the date of publication of this Report, the share capital amounted to €422,645,514.94, following the share capital increase concluded on 20 August 2013. 15 new business initiatives within the city, an opportunity for both growth of new businesses and for previously existing local enterprises. Following the end of the half year and, more specifically, at the end of July, the Bank participated in the 4th ABI CDP Agreement for “Support to SMEs”. This agreement provided a total of €10 billion to the banking system to support credit needs for longterm investments by SMEs, by directly financing the banks with Cassa Depositi e Prestiti. With this commitment, Banca Etruria has maintained its service to the areas where it has long-term roots. Effective proof of this work is provided by the successful share capital increase, which shareholders showed confidence in participating in, as active protagonists of the life of the Bank and thus of the future of all socio-economic entities that interact with it. This operation, for the purpose of capital management and consolidation, with a renewed commitment, of the objectives of development and sustainable growth of the Bank, was launched on 10 June and was popular with members, shareholders and customers who, despite the recession in Italy, responded by subscribing 98.35% of the shares offered. Subsequently, all of the rights unopted during the offer period were sold during the first session of trading on the stock market. On 20 August 2013, a private placement was carried out, in compliance with the applicable law and regulations, of the remaining 1,433,678 BPEL shares not placed as part of the above transaction. In light of the above, the share capital increase was thus fully subscribed for a total amount of €100 million. In terms of figures, the Bank’s support to local areas was demonstrated in the first half of 2013 through the acceptance of loan applications from approximately 8,500 customers for a total of more than €209 million disbursed to customers, of which around €184 million disbursed by the Bank and the remainder through partnership agreements (Findomestic and ING for personal loans and mortgages to individuals, GE Capital Interbanca for leases, Carta Nova and, starting from March 2013, also Bieffe5 for the placement of salary and pension-backed loans (CQS and CQP)). These results were made possible also due to the Bank’s significant commitment to funding operations. The Bank achieved its business target of maintaining an adequate liquidity position and a balanced ratio of loans to stable forms of funding, owing to a greater focus on core operations on the retail segment and on small and medium-sized enterprises, without giving up adequate use of ECB financing and collateralised funding. The first half of 2013 closed with net profit for the period of €1.9 million. Following the end of the half year, and, more specifically, on 11 July, the Bank finalised a securitisation transaction of personal loans and loans which can be repaid through automatic deductions from borrowers’ salaries or pensions or payment orders to borrowers’ employers. The transaction, with the purpose of issuing ABS, was carried out through the special-purpose vehicle Aulo SPV Srl. In June 2013, Banca Etruria assigned the above loans to the vehicle without recourse, for an amount of €210.9 million, relating to 27,512 contracts. The issue of ABS is characterised by a Senior Class of securities of €171.4 million, fully subscribed by a leading international operator, and a Junior Class amounting to €39.5 million, subscribed by Banca Etruria. With Aulo SPV 2013, Banca Etruria thereby executed the sixth securitisation transaction, thereby strengthening its liquidity position. 16 Banca Federico Del Vecchio SpA Group interest - of which Banca Etruria Share Capital Number of employees 100% 100% 1,000,000 105 The first half of 2013 continued according to the guidelines of the Group Business Plan 2012-2014 which, for Banca Federico Del Vecchio SpA, with the completion of the Wealth Management hub and the dissemination of the Advisory Model, focused on asset management as its specific mission. In this regard, the Bank consolidated total funding, keeping the interest rate spread stable, in spite of a varied, complex economic scenario. In the first half of 2013, the administrative bodies appointed the members of the Supervisory Body pursuant to Legislative Decree 231/2001 and the members of the Board of Directors of Fondazione Federico Del Vecchio Onlus, among other activities. The initiatives developed during the half year include: the organisation of the event “Emerging Markets & Investment” at the National Museum of Bargello, for the restoration of the Maiolica Room; the meeting “FamilyOwned Businesses - Funding and Development” at the Four Seasons Hotel, where the new company “LA MERCHANT”, which the Bank holds and investment in, was also presented; and the conclusion of the second fundraising campaign with the recognition to the Bank of a percentage of the amount raised (assignment fee) in favour of the Istituto Degli Innocenti of Florence, to support the “trool.it” (All Kids Online Now) project, which promotes safe, aware use of the internet by younger generations (children from first to eighth grades) and the adults in their families. In the half year, the operations of the two divisions, Wealth Management and Commercial Banking, contributed as follows to the pursuit of the plan objectives. Wealth Management Department The main activities performed in the provision of investment services in the first half of 2013 include trading in financial instruments which comprises a set of measures to support the branches, with constant oversight of operations, with specific regard to the following important transactions: - Banca Etruria share capital increase (support for trading option rights and help desking on the transaction for the entire commercial network of the Group); - placement of the fourth edition of Italian Treasury Bonds; - Moleskine IPO (March 2013). As part of the share capital increase, preliminary activities of analysis of the transaction were carried out, as well as procedural management of the transaction, communications to the depositor customer, and support to the commercial structure and intermediaries, closure and accounting for the transaction while drawing up the detailed list of recipients in order to update the register of shareholders. In terms of the expansion of the range of financial investment services offered, in the first half of 2013 the range of units in collective investment undertakings offered was expanded through a new placement agreement with Raiffeisen Zentralbank of Vienna. Furthermore, in the area of product development and monitoring, in January 2013 the Wealth Management hub was assigned to set up and launch bonds in the direct funding segment for all Group banks. In relation to advisory services, in the first half of 2013 a new service was launched that provides financial advisory services dedicated to banks. Specifically, in the first few months of the year, a partnership with Banca Treviso was launched. In the second quarter of 2013 another new service was launched which provides advisory services to institutional parties, in particular to Bank 17 Foundations. In May 2013 services to Fondazione CR Foligno were begun. Commercial Operations Continuing the significant development of Private Banking activities, in the first half of 2013, Branch No. 5 was definitively moved from number 131 to number 65 in Via delle Panche, thus completing the branch reorganisation plan. The full operation of the new Branch no. 6 in Piazza Pier Vettori has begun to show results in terms of the acquisition of new customers and gaining a foothold in the local area. The logistics of Branch no. 2 were improved, in order to meet with customers in private offices which are more suitable to advisory services. 747 accounts were opened during the period, and attention to commercial partnerships continued. The entire businesses segment was concentrated on only two portfolios, assigning the customers that do not need a manager with specific expertise to the branches. In detail, one manager was in charge of overseeing the largest businesses, to monitor risk and resolve problem positions in time, while the other dealt with new customer development in the “family business” segment typical of the Florence area. This policy resulted in a considerable reduction in the average risk per customer and the restructuring of over 40 positions, while in terms of development, partnerships with the Tuscan CNA association and business guaranty consortiums were reactivated. The private banking segment continued to focus on assets under management, increasing from €69.2 million to €94.3 million (+ €25.1 million), resulting in an increase in profitability per manager. The large customers portfolio, originally under the responsibility of the senior management, was assigned to private banking managers. Specifically, one manager was assigned the task of overseeing and developing institutional customers. Advanced advisory services grew by 15 contracts, for approximately €4.7 million in the affluent segment, while the private banking segment concentrated on advisory plus services, with 11 new contracts with a value of approximately €10.4 million. At 30 June 2013, the net loss for the period of the Bank was €1.7 million. Banca Popolare Lecchese SpA Group interest 54.212% - of which Banca Etruria 54.212% Share Capital Number of employees 30,052,691 31 The current structure of Banca Popolare Lecchese SpA is composed of five branches: Lecco, Oggiono, Monza, Merate and Bergamo. The Bank employs 31 people (-1 compared to December 2012) distributed between the head office (10) and the sales network (31). In the first half of 2013 Banca Lecchese maintained a substantial balance of funding to loans, which allowed the Bank to continue to support the local economy, though to a lesser extent, mainly due to the impairment of customer loans, a phenomenon which accelerated sharply compared to the previous period. The reference scenario, marked by a further decrease in economic activity and weakening of the production fabric forced the Bank to continue strengthening its credit positions by acquiring collateral and consortium guarantees. These operations were applicable both to positions already held and new transactions implemented by the Bank, and moved forward alongside the steady focus on the search for greater granularity of loans. The competitive environment and weakness in the macroeconomic scenario affected the performance of funding in 2013: on one hand, the preference was for short-term transactions (6-12 18 months) through time deposits or certificates of deposit, and on the other hand, greater diversification was sought for customer securities portfolios. As regards direct funding, as it maintained a balance of funding to loans, the Bank did not need to use the interbank market to support said loans. This approach led the Bank to a careful funding cost reduction policy, with deposit rates that were not excessively burdensome in relation to the return on loans. It is worth noting the activities in the area of indirect assets under management which, exploiting the opportunities provided by numerous investment houses the Bank works with, along with the “consensual” contribution from the Wealth Management hub operating a Banca Federico Del Vecchio SpA, diversified customer portfolios towards investment types which envisage greater use of insurance funds and assets. At 30 June 2013, the net loss for the period of the Bank was €3.2 million. Etruria Informatica Srl Group interest - of which Banca Etruria Share Capital Number of employees 100% 100% 260,000 47 In the first half of 2013, the Company focused its operations on activities and support regarding specific projects of the Banca Etruria Group and projects and services supporting the outsourcer Cedacri SpA. The main projects may be summarized in the following areas: For the Banca Etruria Group: implementation of additional security policies; distribution, launch and support for the new single branch front end; support for the upgrading of the Group’s data transmission network; revision of the distributed technology infrastructure for the complete restructuring of the server farm of the Banca Etruria Group, and extension of Help Desk services. In addition to routine activities, the company is also involved in projects related to the Parent Company’s plan of operations and to technological innovations aimed at monitoring and, as a result, improving the efficiency of Banca Etruria. Support provided to Cedacri SpA: consolidation of the Help Desk and Desktop Management services, as well as the new front end platform for other banks that are customers of Cedacri SpA; development of the Application Monitoring service and SAP; and the C-Bill project as part of Interbank Corporate Banking functions. This service, created under the aegis of the Italian Banking Association (ABI), permits users to view their debt positions in relation to all billers belonging to the network, in real time, and to make secure payments. Structures of Cedacri and Etruria Informatica are in charge of the project, which will be concluded by the end of 2013. Tests of the system are being carried out with Arezzo Local Health Unit 8 (involving the Tuscany Regional Authorities) and the Board of Surveyors. At 30 June 2013 net profit for the period came to €219 thousand. The reporting package drawn up to be included in the Parent Company’s consolidated financial statements showed profit for the period of €215 thousand. 19 Mecenate Srl Group interest - of which Banca Etruria Share Capital 95% 95% 10,000 Mecenate Srl, a Banca Etruria Group company, is the special-purpose vehicle (SPV) through which Banca Etruria has carried out four securitisations involving performing mortgage loans pursuant to Law 130/1999 and Article 58 of the Banking Law, of which three are still in place. The latter were carried out in May 2007, January 2009 and July 2011. The 2007 transaction was carried out to optimise loan portfolio management and diversify funding sources. The purpose of the 2009 transaction was to diversify and expand funding sources by transforming loans assigned into securities eligible for refinancing. The Mecenate 2011 transaction was implemented to diversify medium/long-term funding sources and diversify the management of funding costs. Oro Italia Trading SpA Group interest - of which Banca Etruria Share Capital Number of employees 100% 100% 500,000 2 From 30 June 2012 the value of production rose from €219.6 million to over €297 million at the end of the first half of 2013, an increase of over €77 million. This figure was primarily achieved in the first quarter of 2013, for €177.5 million, while in the second quarter slightly more than €119 million was accrued. This lower contribution essentially derives from price levels more than quantities traded. The second quarter of 2013 was marked by several phenomena that affecting the levels of pricing applied by the company. Specifically, competition increased from several competitors with internal refining departments. Above all, the sharp drop in the price of gold recorded on 12 April 2013 (following the sale of 124 tonnes, most likely ordered by the Central Bank of Cyprus), decreased the propensity for sale by Italian households. It is estimated that the quantity of gold products offered by the market in the second quarter of 2013 was 30% lower than that offered in the first three months of the year. The quantity of gold brokered rose from 4,207 Kg at 30 June 2012 to 6,517 Kg at 30 June 2013, a percentage increase of almost 55%. Quantities of silver rose from 60.7 tonnes to 76.4 tonnes, a percentage increase of 25.9%. These operations resulted in a significant gross income for the half year, rising from €2.3 million in June 2012 to around €3 million in June 2013. In terms of charges, there was an increase in the borrowing costs component, due to the need for spot funding to cover transactions, and an increase in transportation and metal processing costs. Net profit for the period came to €1.3 million, in line with the profit for the period in the reporting package drawn up to be included in the Parent Company’s consolidated financial statements. 20 BancAssurance Popolari SpA Group interest - of which Banca Etruria Share Capital Number of employees 89.534% 89.534% 51,080,900 38 In 2012, the Italian insurance sector returned to achieving positive results, specifically due to the sharp recovery in returns on investment: in 2012 profit for the year of Italian insurance undertakings (€5.8 billion) returned to levels seen in the years prior to the crisis of 2008 and compare with extreme losses accumulated in the previous two years (-€4.4 billion). The life insurance segment made the greatest contribution to this result, despite a declining volume of premiums and net funding of €5 billion. The first half of 2013 marked a new reversal of the trend, also in the area of premiums. New life insurance business in Italy reached €32.1 billion since the beginning of the year, recording growth of 24.9% on the first half of 2012. In 2013 total premiums are estimated to increase following two consecutive years of decline. The increase will be concentrated in the life insurance segment, which should exceed €80 billion (+15%), while the nonlife insurance segment is expected to decline (-3.5%), as it will be negatively affected by the regressive economic cycle6. In the first half of 2013 total premiums of BancAssurance Popolari SpA came to €184.6 million, an increase of approximately 152.7% on the same period of the previous year. This result, also achieved due to the placement of €86 million through the Cassa di Risparmio di Rimini SpA network, reflects a trend in funding that mainly involved with-profits products in Classes I and V, which reported growth of 194.6% and 125.0% compared to the first half of 2012, respectively and, to a lesser extent, pure risk products (+7.7%) and pension funds (+7.5%). On the contrary, there was a downturn in Class III (unit-linked products). Compared to the first half of 2012, the insurance company’s premiums grew at a rate much higher than the performance of the Italian insurance market (24.9%), and the performance of the specific bank branch and post office distribution channel (30.8%). Claims during the half year totalled €39.5 million (+0.1% on the previous half year) and refer to adjustments (€32.1 million), claims (€6.2 million) and maturities (€1.0 million). On the whole net funding for the half year came to €145.1 million, a significant increase on the €33.6 million in funding the previous half year. Assets under management at 30 June 2013 amounted to €1,063 million (€925 million at 31 December 2012). Net operating expenses came to €2.4 million in the half year, in line with the budget forecasts for 2013. The Class C investment policy was implemented in line with the goal of providing the insured with appropriate, stable returns over the medium to long term, while also improving the matching of cash inflows and outflows using Asset-Liability Management (ALM) tools. Preference was given to investments in government securities. The equity segment continued to remain at residual values, equal to 1.7% of the Class C portfolio. Profit for the first half of 2013 came to €2.5 million. The reporting package drawn up to be included in the Parent Company’s consolidated financial statements showed profit for the period of €1.4 million. 6 Source: Ania Trends, July 2013 21 BancAssurance Popolari Danni SpA Group interest - of which Banca Etruria - of which BAP Vita SpA Share Capital Number of employees 90.298 % 46.22% 49.23% 5,000,000 11 New business in the first half of 2013 amounted to €0.9 million, up by 17.6% compared to the same period of 2012. This change is mainly attributable to Classes 1 (Accidents) and 2 (Illness), which report increases of 28.3% and 53.7%, respectively, compared to the first half of 2012. Positive contributions were also provided to funding by Classes 13 (Third Party Liability), 17 (Legal Protection) and 18 (Assistance). Earned premiums for the period, amounting to €1.1 million, increased by 17.3% on the previous year, in line with the performance of new business. Net claims totalled €0.2 million, a decrease of 10.5% from the first half of 2012. The average loss ratio came to 19.2%, reporting a decrease on the previous year (25.6%). Net operating expenses came to €0.8 million, in line with the budget forecasts for 2013. During the half year, the net result from financial activities was a positive €0.2 million. Profit for the first half of 2013 came to €0.1 million, in line with the profit for the period in the reporting package drawn up to be included in the Parent Company’s consolidated financial statements. 22 Legislative, regulatory and organizational initiatives Legislative and organizational issues The first half of 2013 was marked by regulatory changes aimed at guaranteeing constant, rigorous compliance of the Group’s entire regulatory system with the provisions of external legislation. In line with the projects focused on the ongoing optimisation of company processes, the internal rules and structure of delegated powers of the companies in the Banca Etruria Group were updated through a systematic organisational and process analysis, implementing the numerous technical and operational needs into the rules. The updates concerned the various business segments of the financial companies of the Group and the companies in the insurance business. In the first half of the year, the following regulations were the subject of specific focus and involved in analysis and implementation of specific interventions: - “Lending Rules for Group Banks”, which summarises the principles and rules concerning credit disbursement and management which Group Banks must comply with, to ensure effective credit risk management at Group level, as well as to set out common criteria and methods for credit disbursement and management. - “Rules for Managing Second Pillar Significant Risks”, which collects in a single document the methods for managing types of risks deemed significant and governs the operational process of mitigating concentration risk of the customer portfolio. - “Rules for the Management of Inside Information”, issued in application of applicable regulations concerning corporate information, to govern - with binding effect - the management and handling of inside information within the Banca Etruria Group. - “Investment Service Rules”, which implement the set of provisions of Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Financial Intermediation) and the related implementing regulations issued by Consob and the Bank of Italy. These Rules govern the execution of investment services by Group Banks, by defining organisational procedures, duties and responsibilities of the assigned personnel and the related control procedures. - “Bond Issue Rules”, with the purpose of establishing, for Group Banks, the main strategic guidelines concerning yearly planning of types of financial products and the related periodic ceilings within which bond issues are scheduled, as well as the processes for individual bond issues. - “Rules on Transactions in OTC Financial Derivatives” to govern the Bank’s transactions in unlisted financial derivatives with retail and institutional counterparties, as well as the methods for managing and monitoring counterparty risk associated with entering into transactions in such financial instruments. - “Waste Management Rules”, which govern an activity in the public interest, to ensure significant protection of the environment and effective checks on the activities relating to waste disposal. - “New Product Approval Policy” to ensure that the introduction of new business initiatives by the Banks and/or product companies controlled by Banca Etruria are managed in a structured and controlled manner, ensuring oversight and control of risks associated with the introduction of the new product. - “Internal Policy on Control of Exposures to and Conflicts of Interest with Related Parties” to define the guidelines adopted by the Banca Etruria Group for managing relations with associated parties pursuant to the Bank of Italy provisions of 12 December 2011, 9th update to Circular 263, Title V, Chapter 5 “Exposures to and Conflicts of Interest with Associated Parties”. 23 - “CIV - Rapid Judgement Commissions - Lending Processes”. In compliance with the provisions of the regulatory amendments introduced in application of Article 117-bis of the Banking Law and the Emergency Decree of the Ministry of Economy and Finance no. 644 of 30 June 2012, all the measures necessary for the introduction of the new “Rapid Judgement Commissions” were implemented (published in Circular No. 12 of 25 february 2013). - “Anti-Money Laundering – Adoption of the New Due Diligence Form”. During the period, a new version of the due diligence form was implemented, to comply with the anti-money laundering regulations. The form provides greater integration with all operations, even those already planned, from the establishment of ongoing relationships to individual transactions, resulting in more effective, structured gathering of information. - “Laws and regulations pursuant to Article 136”. In compliance with the provisions of new regulations on company officers, related parties and associated parties, actions have been taken to activate the new register of relevant parties. In future, this register will replace, in a more comprehensive manner, the master record status in interacting with all operational and reporting processes concerning transactions with said counterparties. The “Privacy Policy” has also been published on the Banca Etruria website, to disclose the methods of managing the website in relation to the processing of users’ personal data. This disclosure is also provided pursuant to Art. 13 of Legislative Decree no. 196 of 30 June 2003 (hereinafter, the Privacy Code) to those interacting with the web services of Banca Etruria, which can be accessed electronically. Banca Etruria Group integration processes In relation to the management of lending processes linked to the reintegration of the subsidiary ConEtruria SpA, the processes for managing acquired loans have been defined and outlined in the “Operating Instructions for Products Placed by ConEtruria”. The new processes regard customer service and relationship management activities (payments, redemption/closure, refund of insurance premiums, changes in debit details, refinancing of large instalments and special commercial terms set forth by contract), up to debt collection organised through the collection process which involves interaction with external collection companies. Operations and control processes The mapping of company processes continued with a view to simplifying the system of internal regulations using an application that publishes the regulations via web so that users may browse through them, with a resulting reduction and rationalisation of existing documents. In the first half, a solution was developed to simplify the process of managing compliance pursuant to Law 262/05 by developing a specific Mega GRC module. The methodology adopted by Banca Etruria is characterised by a combination of the Audit and Self Assessment approaches. Though the testing phase is conducted in Audit mode, the Process Owners are required to carry out a data gathering stage, via Self Assessment, and certify the effectiveness of the controls under their responsibility by attaching the related evidence. Implementation involves three separate macro areas: synchronisation of significant data for compliance pursuant to Law 262, Control Self Assessment and Control Testing. The first campaign for automated certification was launched in May 2013, referring to the first half. The following Company Operational Processes were involved: Lending; Credit Monitoring and Finance. As regards lending processes concerning related party regulations, in compliance with the new regulations on company officers, related parties and associated parties, the necessary measures were taken to update the lending processes linked to approvals of credit and authorisations of overdrafts, as well as the related procedural measures. 24 In March 2013 the intranet procedure for managing certifications of Banca Etruria Shareholders was activated, an in the same month the application was launched for entry of the new MiFID questionnaire by employees. In April 2013 the IT communications protocol for accessing the IT System for the Detection of Counterfeit Euro (S.I.R.F.E.) was activated. Using this system, the Banca Etruria Group can report to the Treasury Department of the Ministry of Economy and Finance on the handling of banknotes or coins suspected to be counterfeit. In the first quarter the intranet procedure to monitor non/partial enforcement of guarantees was activated as part of the management of residual risk. In the same period, a web application was activated that publishes gold prices and the related spreads with third party banks. Currently, the following banks are using this service: Banca Popolare dell’Emilia Romagna Group, Banca del Piemonte, Banca Popolare di Marostica Group and Banca CARIM. IT and other technology issues In relation to “Technological and IT System Architecture”, in the first half of 2013 the Banca Etruria Group set up a Single Front End (SFE). The new platform replaced all operational instruments currently available to the commercial network and the head offices, with the main goal of providing a tool that integrates all the necessary functions for commercial and operational management of customers into a single environment. With the release of the Single Front End, the commercial network has been provided with a new CRM tool (CRM3 Individuals Profiling Matrix, developed in partnership with Cedacri and the University of Parma) to identify customers with high potential which are currently commercially underdeveloped. The project launched during 2012 concluded in May 2013 with the launch of the new Banca Etruria website. The goal of the project was to update the Bank’s previous website to favour the move from an institutional image to a retail image. The new Loan Monitoring procedure was also activated. Among other aspects, this involves more structured processes, to which data is input through new rating models that are more predictive compared to the previously used indicators, and through automated actions - collection confirmation, promises to pay and balance monitoring plans. The strengthening of security in the area where senior management works continued. With this new intervention, encrypted data on the server is not accessible in any way by the system administrators that manage the IT infrastructure. The data is unencrypted solely at the workstation of the user who provides the correct credentials, ensuring that, if the data is shared over the network, it is always encrypted when transmitted and inaccessible to attempts at fraud. Law 262/05 – Art. 154 bis of the Consolidated Law on Financial Intermediation: Reference Model. Banca Etruria Group Approach Article 154-bis of Law 262/05 introduced the role of financial reporting officer and defined the specific duties and responsibilities of the position. The Board of Directors’ meeting of 11 January 2013, based on the favourable opinion of the Board of Auditors, appointed Ms. Maria Stella Marietti, Head of the Administration and Accounting Department, as Financial Reporting Officer. Assessment of the suitability of administrative and accounting procedures in drafting the financial statements, the consolidated financial statements and all other financial communications is based on a model developed by Banca Etruria based on an internationally accepted framework. The main characteristics of the system of internal controls as they relate to financial reporting are described in Annex 1 to the “Report on Corporate Governance and Ownership 25 Structure” published on the Bank’s website (www.bancaetruria.it) in the section “About Us/ Corporate Governance”. Group marketing and commercial activities The activities carried out in the first half of 2013, developed in line with the Business Plan 2012 – 2014, were once again focused on promoting the central importance of customers, consolidating attention to and satisfaction of shareholders and increasing the value of the Bank’s range of products and services in the eyes of stakeholders in and outside of the Group. - Having confirmed the drivers of both planning and commercial communication activities: updating the range of products to ensure the best response to the needs of customers in line with market dynamics; consolidating and developing product partnerships with operators that are market leaders; heightening commercial communications to current and potential customers, also via innovative media and channels; improving positioning and increasing web communications with the launch of the new website www.bancaetruria.it; defining commercial actions aimed at achieving the network’s targets; developing CRM tools to increase customer loyalty and cross-selling; enhancing the relationship with the local areas the Group operates in. In order to align the range of products and services with market best practice and, as a result, improve the Bank’s competitive positioning, the development of new products has been accompanied by intense market benchmarking, essentially of the segments of funding products and loans to individuals. In this context, the On-Line Account (Conto Fico) was updated, evolving into an offer of undifferentiated interest rates on amounts deposited and an approach to managing the promotional offer in line with that of the main competitors, providing the option of accessing a differentiated promotional rate linked to setting up a time deposit in the amounts deposited. Another absolutely new feature for the domestic market of on-line accounts - customers with the Conto Fico have been offered the option to subscribe a gold unit cost averaging plan (PAC-Oro), thus providing customers that do not line in the areas served by the branch network the possibility to access the opportunities of gold investment. In the area of current accounts, as a result of the regulatory changes introduced by law on condominium management, which requires that, starting from 18 June 2013, all amounts relating to transactions of a single condominium transit on a specific current account, Banca Etruria set up two modular accounts, “Conto Condominio Light” and “Conto Condominio Full”, which differ in the number of free transactions, in addition to the different discounts applied to the main services included in the account. All of this, while providing the single condominium with the possibility of checking the funds in the current account dedicated to the property, using Home Banking. In the insurance products segment, the range of products in the pension line designed to meet the growing demand for supplementation of mandatory pensions was expanded. Specifically, Bap’s range of products for the segment resurrected Bap Pensione 2007, the pension fund with the option of choosing between three subfunds based on the customer’s risk appetite and time horizon, and launched the new policy Bap Crescendo Previdente, the individual pension plan (PIP). Moreover, to meet the growing requests from customers for insurance products, a complete restyling was launched of the 7 BAP Vita and BAP Danni product lines, which was also useful for the creation and launch of the new website www.bancassurancepopolari.it. 26 In the first half of 2013, the move from a “Made-Sell” product company model to a “SellSell” model was consolidated, based on the development of partnerships with leading market operators. The goal of the partnerships is to allow customers of the Banca Etruria Group to benefit from the best products offered by leading market operators, along with the privileged relationship established with our commercial network. In addition to strengthening the partnerships launched at the end of 2011 for the placement of financing and personal loans to individuals and automobile leases for businesses and business-owners, the Group’s range of products and services was expanded with operating asset leases and cessione del quinto loans, which are repaid through automatic deductions from borrowers’ salaries or pensions, as a result of the agreement entered into with BF5, a Findomestic Group company. With a view to consolidating the partnership with American Express, involving the distribution of personal and business credit cards (Green, Gold and Platinum), Banca Etruria entered into a specific agreement for the distribution of products in the Premium AmEx segment, dedicated to our cluster of Private Banking customers, including the exclusive “Centurion” card. In the first half of 2013 the commercial initiatives launched on the Marketing IT System involved around 26,000 customers (acquired or potential) in the various classes concerned. As additional support to the network’s actions, contact with customers involved in the campaign was intensified through dedicated mailings. The role of the head office contact center was confirmed during the half, as it had telephone contacts with over 16,000 customers. Furthermore, for the launch of the new website www.bancaetruria.it on 6 May 2013, the new customer care service was activated, provided through the Banca Etruria toll-free number and contact forms on the website. During the first two months of operations, the service managed over 130 calls and 250 emails from current and potential customers requesting information. In addition to the traditional branch communications channel, product communications were also boosted in alternative channels (ATMs, website and Home Banking). Specifically the new Virty platform and mobile banking have been launched to facilitate customers’ access to the Bank’s services, and the restyling of the Banca Etruria website was concluded. The goal was to create a website with a greater focus on customers, which facilitates access to the Bank’s products and services. The new website, organised into three different home pages (individuals, businesses and institutional), brings together the aspect of representation with the creation of a more commercial identity, created to ensure that it is simple and easy to search the site and contact the Bank. Accessible from any technological platform, from PCs, smartphones and tablets, the Bank’s portal has expanded its role as a container of information and services targeted to all stakeholders, and, above all, to households and businesses. The other changes in the new interface include a home page designed to immediately and clearly communicate the opportunities linked to Banca Etruria’s range of products and services, with vivid visuals dedicated to the main promotions and a navigation bar organised by product type. It is also important to note the second level of navigation by profile, which provides guided access to the main needs of the various types of customers: households, private banking customers, young people and shareholders. In addition to the interactive tools to facilitate browsing, the portal also contains significant informational content and financial education, to provide information to customers that helps them better understand both the Bank’s products and services and their different financing and investment needs. The website also provides tools to link with the leading social platforms, and areas dedicated to multimedia content, primarily thanks to the opening of Banca Etruria’s YouTube channel. Thus, this site was tailor made for all users interested in interacting with the Bank, as also proven by the inclusion of forms to search for the closest branch or to sent requests by email, telephone (toll-free number) or make an appointment at the branch, paying specific attention to customer care. Constant oversight of CRM tools and business intelligence systems was indispensable to increase our knowledge of customers and favour the definition of consistent development strategies. Specifically, an analysis project was completed for the purpose of creating a predictive model of the 27 risk of abandonment, to be supplemented with the results of the annual customer satisfaction surveys. This project, developed with the assistance of a consulting firm specialising in advanced statistical methods, was developed using a commercial support tool based on a statistical model which allows the Bank to prevent customer abandonment risk about 6 months in advance. The enhancement of CRM tools continued, mainly involving the launch of a training on the following projects: - single branch front end: cutting-edge, integrated platform to support the commercial network both in the preparatory phase prior to contact with the customer and in the operational phase, favouring customer satisfaction through a more advisory-based approach; - the orientation matrix for individuals: a project developed in partnership with the University of Parma which provides the commercial network with a tool that easily identifies the top priority customers to be contacted. With a view to consolidating its role as a local bank, the foundation was laid to activate initiatives focused on providing concrete financial support to individuals and small businesses undergoing temporary difficulties. Attention to local areas and stakeholders was also confirmed through the management and development of the “NOI Banca Etruria” project, an internet portal proposing events and initiatives for Shareholders. Furthermore, at the Shareholders’ Meeting of 28 April an exhibition space was set up in the meeting area where shareholders could have hands-on contact with the value of some of the offers on the portal, including the offer developed through comarketing with Lavazza. The link with the local area of operations was also confirmed through the promotion of the leading role in the Gold sector. The main actions were as follows: - creation of a specific line of communication through the development of a brochure designed to cover the entire range of products for investing in gold and purchasing gold bricks and ingots for individual customers; - organisation of events throughout the area to disseminate awareness of the opportunities relating to investment in gold and presenting the best solutions from the Bank; specifically, in the first half of 2013 conventions focused on gold were organised in Siena, Perugia and Rimini; - publication of the Gold Survey 2013 in Italian, with a presentation event organised in Rome in partnership with Thomson Reuters GFMS. Social and cultural initiatives Mutual banking as a service to the local community Corporate responsibility has always been a hallmark of the Banca Etruria Group’s work. The Group has taken even greater action in these recent months where the social fabric has been strongly tested by the current economic trend to support the entities it serves. In the first few months of 2013 doing sustainable business meant continuing to represent a real focal point for the needs of businesses and households in the local area, taking action to combat the effects of the crisis by quickly implementing specific projects and measures, in partnership with local entities and organisations: from the agreement for businesses activating solidarity agreements with their employees, to the “Shuttle” project to redefine companies’ credit structures, to the implementation of microcredit transactions. With this commitment, Banca Etruria has professional and carefully provided even greater service to the areas where it has long-term roots: effective proof of this work is provided by the successful share capital increase of the Parent Company, which shareholders showed confidence in participating in. This response was in line with the slogan “Action!”, created for the new informational and advertising campaign for the capital increase. Through the metaphor of a take on 28 a film, was intended to remind all stakeholders of the importance of being active players in the life of the Bank and thus, in the future of all of the socio-economic entities that interact with it. In this sense, also in the first few months of 2013, the Banca Etruria Group continued its support of entities, institutions and associations to develop and promote top-level initiatives in various sectors. Project to support social quality and our youth The commitment to the world of sport was maintained, supporting teams, associations, organisers of competitions and athletes that practice or promote the values of sport, in addition to positive social action especially among the very young. For the 2013-2014 season, Banca Etruria’s support involves about 30 sport clubs, which in the current economic scenario have been subsidised in accessing these sports. In this area, the partnerships have been renewed with athletes that represent Italy in international competitions, such as the tennis player Daniele Bracciali and the triathlon athlete Fabio Guidelli. Support has also been renewed for national sports events, such as the Tuscany Cycling Tour, the Casentino Rally and the 29th Summer Games of the Special Olympics, organised in Arezzo from 22 to 28 April. The Bank continued to support schools and education, to favour the dissemination of awareness on the issues of saving, legality and financial education, through initiatives such as: the Journalism Championship, in agreement with La Nazione newspaper, the “School for Parents”, organised by Confartigianato, a series of lessons in secondary schools “Spending with Your Eyes Open” by the Arezzo Chamber of Commerce, and the “Taxes and Legality” project, in partnership with the Istituto Buonarroti of Arezzo. The promotion of culture Attention to superior quality cultural promotion activities continued to be a feature of Banca Etruria’s commitment also in the first half of 2013, through support to structured initiatives and projects to safeguard artistic heritage, with interventions that enhance the value of the local areas in terms of social vivacity as well as economic impacts. The most significant actions in the first half included: - sponsorship of the Padiglione della Santa Sede present for the first time at the Biennale di Venezia; - the restoration of the Croce Monumentale in Pratomagno, a symbol of identity and tourist destination in the province of Arezzo; - support to the Municipality of Arezzo for two important events, i.e. the contemporary art exhibition ICASTICA, a route of over four km through squares and museums dedicated to international artists, and the purchase of new bleachers to expand participation in the traditional event - Giostra del Saracino; - the grant for the completion of the new lighting works for the cycle of frescos “La Leggenda della Vera Croce” by Piero della Francesca, in the Basilica of San Francesco in Arezzo; - the commitment to developing exhibitions and cultural activities in the Ivan Bruschi Museum, to promote and maintain the vitality of antiques culture and passion for aesthetic curiosity and collecting. Specifically, the original exhibition “From the Macchiaioli to the 1900’s. Works from the Olschki Collection”, curated by Prof. Carlo Sisi was promoted. Commitment to solidarity In line with the commitment to associations that provide social assistance to local areas, in 2013 Banca Etruria allocated the funds obtained through the annual fundraising activities, carried out along with Group employees, to Caritas charities of the Diocese in the main cities where the Bank operates. Also on this occasion, as in the previous years, the personal generosity demonstrated by employees, along with the Bank’s contribution, supported the soup kitchen services and 29 donations of lunch vouchers organised by Caritas for households in difficulty, which were impacted by the effects of the current economic scenario. The Bank and the Environment Banca Etruria pays attention to issues of energy saving and respect for the environment, optimising the correct use of resources. In this view, the most common materials of the Bank (Financial Statements, Corporate Social Responsibility Report, diaries and calendars) are printed on FSC certified paper (made using raw materials from sustainably managed forests and from controlled sources). CO2 emissions were also reduced by printing account statements and communications to customers in black and white. The Bank has also participated in the Zero Impact project from Lifegate for years now, favouring reforestation and environmental protection. This commitment, along with the implementation of the “Printing Project”, to rationalise and optimise the printing process involving all Group branches, was recognised in the Green Globe Banking Award received by Banca Etruria, which rewards the “greenest” Italian banks for environmentally sustainable conduct. New website www.bancaetruria.it In May 2013 the Bank presented its internet portal, which was completely updated in terms of layout, content and technology. Accessible from any technological platform, the new portal has expanded its purpose as a container of information and services for all stakeholders and, primarily, customers and businesses. Etruria Oggi Newsletter In the first half of 2013 the new electronic newsletter “Etruria Oggi” was created, the most recent communications tool developed to update all stakeholders of the Bank on the commercial and institutional life of Banca Etruria. Users can register on the website to receive the newsletter via email, a newsletter which simply and quickly presents the Group’s main products and services and certain economic-financial information. The content is supplemented with that from the magazine Etruria Oggi Informa and the programming language of the new tool provides links to news items on the pages of the Bank’s website or to specific PDFs. The branch network and the workforce At 30 June 2013 the Banca Etruria Group had a distribution network made up of 186 branches, nine fewer than in December 2012. This change was the result of the closings carried out in line with the optimisation of efficiency and rationalisation of the network set forth in the Business Plan 2012-2014 and in implementation of the plan of operations approved by the Board of Directors on 20 September 2012. More specifically, on 25 February 2013, Arezzo Branch 14, Bologna Branch 1 and the Osmannoro branch were closed and on 25 March 2013, Arezzo Branch 15, Sansepolcro Branch 1 and the Bastia Umbra branch were closed. Lastly, on 22 April 2013 the Vicenza office, Prato Branch 1 and the Volterra branch were closed. The network continues to be concentrated in central Italy, with 90 branches located in Tuscany (including 6 of the subsidiary Banca Federico Del Vecchio SpA), 34 in Lazio, 20 in Umbria, 16 in the Marche and 9 in Emilia Romagna. The Banca Etruria brand also has 6 branches in Molise and 3 branches in Abruzzo. Lastly, there are 8 branches in Lombardy, including 5 of the subsidiary Banca Popolare Lecchese SpA. At the end of June 2013, the Group had a total workforce of 1,910 employees, most of whom working at the Parent Company, Banca Etruria (1,676 employees). The workforce decreased by 70 employees over the end of the previous year (-3.5%). 30 Most of the workforce is employed within the commercial branch network (1,218 resources, approximately 64%), while 36% of the workforce - 692 resources - is employed at head office. In the first six months of the year, a total of 81 people were hired, of which 50 on permanent employment contracts and 31 on fixed-term employment contracts. Terminations totalled 151 people, with 109 of those having been on permanent contracts and 42 on fixed-term contracts. Recruiting efforts to support the Group’s operations and growth declined significantly in the first six months of 2013. This strategy aims to develop human resources in the Group through targeted training and development, which has continued in 2013 with many of the most promising employees being placed on specific career development paths. In the first half of 2013 a total of 30,273 hours of training were provided to human resources (equal to approximately 4,036 days). A large amount of the available hours, 1,498 hours (equal to 200 days) was provided to personnel on fixed-term contracts. Training involved all employees at all levels. Specifically over 65% of training was provided to the professional areas, and the rest to middle and senior management. Training involved the areas listed below: Topic Areas Hours of training % SALES AND MARKETING 9,352 30.89% LENDING INTERNATIONAL 7,561 2,379 24.97% 7.86% FINANCIAL-INSURANCE 2,373 7.84% EMPLOYEE ORIENTATION 2,225 7.35% MANAGEMENT 2,138 7.06% LAWS AND REGULATIONS PROCEDURES 2,057 1,013 6.79% 3.35% COMMUNICATION AND CONDUCT 812 2.68% SPECIALISED TECHNICAL 365 1.20% Total 31 30,273 100.00% Risk management7 Company and Group risks are monitored on an ongoing basis by dedicated company units. More specifically, the Central Planning and Risk and Compliance Divisions of the Parent Company - through the specific functions assigned - monitor daily all events that have or could have an impact on the accounts of the Parent Company and its subsidiaries, in accordance with the “New Regulations for the Prudential Supervision of Banks” (Bank of Italy Circular no. 263 of 27 December 2006 and subsequent updates), which transpose international convergence requirements for capital measurement and capital ratios. These rules, as amended over time, are part of the “Basel II” prudential banking regulations, based on three pillars. In compliance with the First Pillar regarding the calculation of capital requirements for typical banking risks, the Group has adopted: • the standardised approach for credit risk; • the current exposure method for OTC derivatives and the net assets approach for SFT8 for counterparty risk; • the standardised approach for market risk; • the standardised approach in combination with the basic indicator approach for operational risk. As part of the process of calculating and monitoring the credit risk capital requirements, customers have been classified under the categories defined in the Basel II framework. All necessary work has been completed for the application of credit risk mitigation techniques. Starting from 2009, credit risk management activities included the implementation of the monitoring and management system for concentration risk at the “single name” level in accordance with the update to the supervisory measures, while the “geo-sector” concentration estimation model was introduced based on instructions from the “ABI Laboratory”. Monitoring of market risk in respect of the portfolio as a whole is performed on a daily basis using specific procedures to calculate and process Value at Risk (VaR). Asset and liability management techniques are used for interest rate risk. The analysis system for collecting and processing data on loss events is now up and running for operational risk, enabling correct monitoring of losses and risk self-assessment activities in order to more accurately evaluate Group exposure to operational risks. Lastly, in 2013, the systems for monitoring liquidity risk were subject to further development and periodic monitoring of the LCR (Liquidity Coverage Ratio) indicator envisaged by the new Basel III Accord continued. Since 2008, the Group has calculated capital requirements for the individual First Pillar risks using the chosen approaches. To that end, the procedural and organizational work to comply with the conditions and deadlines provided for under applicable regulations regarding the use of the calculation methods adopted has been carried out. In the first half of 2013 the refining of these models continued. Capital profile of the banks The Second Pillar requires banks to establish monitoring strategies and processes designed to ensure adequate capital on a continuing basis. 7 For more detailed information on risk management, please see the information in Part E of the notes to the consolidated condensed financial statements, included herein. 8 SFT (Securities Financing Transactions) include repurchase agreements involving securities or commodities, securities or commodities lending or borrowing transactions, and securities-related financing. 32 The Internal Capital Adequacy Assessment Process (ICAAP) consists of measuring the Banking Group's risk profile and determining its available capital. Accordingly, alongside compliance with First Pillar regulations, operational and technological measures have been taken in order to ensure compliance with the requirements of the Second Pillar of the Basel Accord. As the company’s governance body, the Board of Directors of Banca Etruria has taken on the role of providing strategic oversight and management, including, among other things, establishing and identifying material risks. In view of the specific activities of the Banca Etruria Group, and in addition to the risks covered under the Second Pillar (concentration risk, interest-rate risk arising from activities other than trading, liquidity risk, residual risk, securitisation-related risks, and strategic and reputational risk), the Banca Etruria Group is exposed to insurance risk, as so defined by the Parent Company’s Board of Directors. Public disclosure The Third Pillar of the Basel II framework establishes public disclosure requirements for banks and banking groups concerning their capital adequacy, risk exposure, and the general characteristics of their management and control systems. In compliance with applicable law, and in performance of the coordination and control functions for which it is responsible as Parent Company of the Banca Etruria Group, Banca Etruria has complied with the disclosure requirements by publishing a specific document illustrating its risk management strategies, including all of the qualitative and quantitative information required by law. In 2009, the Parent Company’s Board of Directors formalised its strategies and procedures for ensuring compliance with disclosure requirements and has made them subject to periodic review in order to ensure that they remain compliant with internal and external regulations. The disclosure document required under the Third Pillar has been published on the Parent Company’s website at www.bancaetruria.it, , in the “Investors” section. Other information The Supervisory Body began an ordinary inspection at the Banca Etruria Group on 18 March 2013, which is still under way. This inspection began after the conclusion of the specific inspection on impaired loans which the Bank of Italy conducted on most of the banking system, starting from the end of 2012. 33 3. Financial position Main balance sheet aggregates Change BALANCE SHEET (€/1000) 30/06/2013 31/12/2012 a B Total % Customer loans (1) 6,857,139 7,530,390 (673,251) -8.9% Net interbank position (996,743) (926,879) (69,864) 7.5% 76,146 130,324 104,897 108,140 (3,243) -3.0% 60,787 57,862 2,925 5.1% 7,851,539 5,481,940 864,843 103,781 10,821,259 8,175,104 2,861,601 2,899,644 13,682,860 11,074,748 611,775 641,367 Bonds (2) Financial assets held for trading Financial assets designated at fair value throught profit or loss Financial assets available for sale Financial assets held to maturity Due to customers (A) Outstanding securities (B) (3) Direct funding (A + B) Consolidated equity including net profit (54,178) -41.6% 2,369,599 43.2% 761,062 n.s. 2,646,155 32.4% (38,043) -1.3% 2,608,112 23.6% (29,592) -4.6% (1) Net loans and receivables classified under item 70 - Customer Loans in the amount of €0.6 million. (2) Securities under loans and receivables classified as "Due from banks " (item 60) in the amount of €75.6 million and as "Customer loans" (item 70) in the amount of €0.6 million. (3) Items 30 and 50 of balance sheet liabilities. 34 Customer loans As shown in the introductory macroeconomic analysis, the economic situation remains extremely complex and difficult, in a scenario which forecasts a reduction of 1.9% in the Italian GDP for 2013. However, the Banca Etruria Group continues to actively support businesses and households in its local area of operations, aware that support of local intermediaries is necessary to jump start a virtuous economic cycle. At the end of June 2013, customer loans of the Banca Etruria Group came to €6.9 billion, with a decline of 8.9% compared with 31 December of the previous year, equal to €673.2 million in absolute value. Approximately half of this decrease - €317 million to be exact - is due to the reduction in institutional loans and loans to central government administration (in the form of repurchase agreements and other loans). For the remainder, though the contraction involved the various types of loans, it is mainly attributable to the maturities recorded in the medium/long-term segment, i.e. the product portfolio for which commercial agreements with third party partners are in place for distribution thereof. Overall, the declining trend seen in the previous periods has continued. This is once again attributable to the weakness in the economic scenario, which led to a fall in the demand for credit, but also to internal decisions to disintermediate institutional relationships and focus on partnerships for the placement of certain types of loans. Outsourcing specifically regards leases, personal loans and medium/long-term loans to individuals. In accordance with the strategic policies of the latest Business Plans, the Group prioritised the objectives of balancing structural liquidity and capital, as well as reclassifying the loans portfolio, reducing the concentration of exposures, by favouring greater sector diversification and promoting accounts with households and small businesses. This was joined by greater strictness in selecting counterparties and commercial agreements with leading, highly specialised partners. Despite the difficulties inherent in the current scenario, support to local areas was demonstrated in the half year through the acceptance of loan applications from over 8,700 customers for a total of €210 million disbursed to customers (and a further €25 million disbursed by third parties through partnership agreements). 2011 2012 LOANS 35 6,858 2010 7,531 7,810 9.000 8.000 7.000 6.000 5.000 4.000 3.000 2.000 1.000 - 8,012 Developments in total lending– Asset item 70 (€/million) 06_2013 The table below shows the amounts of loans - compared with the figures at 31 December 2012 – broken down by type, illustrating a trend that confirms the lending policy followed by the Group in the half year, as described above. The dynamics previously described were joined by the effect of the writedowns performed during the half year which, increasing provisions covering loans, reduced the corresponding net book value. Customer loans (€/1000) CUSTOMER LOANS (€/1000) Current accounts Medium/long-term loans Credit cards, personal loans and loans repaid by automatic deductions from wages Finance leases Debt securities Other lending Performing loans Impaired loans Tot Customer loans Repurchase agreements TOTAL CUSTOMER LOANS 753,115 3,126,249 818,795 3,414,987 Change Total % (65,680) -8.0% (288,738) -8.5% 110,359 285,972 574 937,322 5,213,591 1,622,254 6,835,845 21,868 6,857,713 130,280 303,930 572 1,206,497 5,875,061 1,466,837 7,341,898 189,064 7,530,962 (19,921) (17,958) 2 (269,175) (661,470) 155,417 (506,053) (167,196) (673,249) 30/06/2013 31/12/2012 -15.3% -5.9% 0.3% -22.3% -11.3% 10.6% -6.9% -88.4% -8.9% The impaired loans segment showed an increasing trend in volumes (+€155.4 million in net value), as a result of a long-running crisis in Italy, which is not only resulting in difficulties for businesses which are being forced to close in ever-increasing numbers, but also in the growth in unemployment and problems for households to meet their commitments. The impairment of loans and the resulting increase in writedowns from the end of the previous year involved the financial statements of leading banks. Information gathered by the Bank of Italy in its Economic Bulletin indicates that the impairment of loans (loans to businesses in particular) was expected to remain high also in the first half of 2013. In this scenario, being a local bank which has a keen interest in the needs of both consumers and small and medium-sized businesses, the Banca Etruria Group has been affected by this economic situation, continuing to record an increasing trend in non-performing loans. The gross value of doubtful loans came to €1.4 billion at 30 June 2013, up by €283.6 million compared with the end of the previous year. Provisions rose by €133.7 million compared with December 2012, and the coverage ratio amounted to 52.8%. Substandard positions increased by €21.4 million in gross value, with a coverage ratio of 16.9%. Overall, the coverage ratio of non-performing exposures is 35.7%, slightly higher than the ratio at 31 December 2012 (35.1%). Lending in gold At 30 June 2013, sales of physical gold to gold jewellery manufacturers came to 4.5 tonnes, an increase of around 7.15% compared to 30 June 2012. The sale of ingots to institutional buyers on the international market decreased (-36%), reaching approximately 14 tonnes. Individual customers continue to show a strong preference for investment gold. Following a first quarter marked by considerable fence-sitting, at the time the prices dropped in Mid-April 2013, 36 purchases on the retail market returned to the rising trend that began in 2011, amounting to 650 kg at the end of the first half of 2013 (+10.3% compared to 30 June 2012). The Banca Etruria Group’s expansion strategy showed significant results. Through partnership agreements with leading Italian banking groups, at 30 June 2013 this strategy resulted in the placement of the Group’s gold products at approximately 1,800 bank branches spread throughout the country. Lending as at 30 June 2013 came to a total of 3,388 kg, with a value of approximately €129 million, down compared to the same period of 2012, also due to the sharp depreciation of gold recorded since April. Direct funding The crisis which has impacted the international financial system for years now was, at its origin, marked by low levels of confidence and by tensions on the capital market. It was thus a priority for banks to ensure a suitable liquidity situation, by pursuing funding targets, with a resulting intensification in competition and the cost of funding. The current economic phase remains highly complex, and despite the easing of critical issues on the markets from the second half of 2012 as a result of the actions by the European Central Bank, banks continue to search for stable forms of funding. This goal is clearly not easy in the current scenario of crisis and austerity which has harshly compromised households’ ability to save. Attracting households and consumers with increasingly competitive products may not be enough in a historical time where the labour market and savings are being threatened. This aspect must be emphasises to better understand the difficulties of banks in pursuing their targets of funding from customers, despite the fact that banks are offering investment products which, though seemingly traditional, feature historically higher returns. Direct funding (€/1000) DIRECT FUNDING (€/1000) Financial liabilities at amortised cost 30/06/2013 31/12/2012 Change Total % -81,111 -1.2% 6,493,623 6,574,734 - Current accounts and demand deposits 3,183,173 3,132,390 50,783 1.6% - Other deposits 1,259,690 1,334,579 (74,889) -5.6% - Bonds (including subordinated bonds) 1,931,788 1,943,077 (11,289) -0.6% 101 12,456 (12,355) -99.2% 118,871 152,232 (33,361) -21.9% 890,100 7,383,723 897,860 7,472,594 6,299,137 13,682,860 3,602,153 11,074,747 - Repurchase agreements - Other liabilities at amortised cost Financial liabilities designated at fair value throught profit or loss Direct funding - Other financial liabilities Total direct funding (book value) 37 (7,760) -88,871 -0.9% -1.2% 2,696,984 74.9% 2,608,113 23.6% Despite the difficulties in this current economic phase, funding activities of the Banca Etruria Group continued to grow in the first half of 2013: total direct funding recorded growth of €2.6 billion in the period, thus reaching €13.7 billion Net of transactions on collateralised markets (€6.3 billion in June 2013, there was only a slight decrease in direct funding (-1.2%), equal to about €89 million. This trend reflects the substantial steadiness of funding activities with customers, taking account of households’ lower propensity to save, on the one hand, and the incomplete replacement of maturing sources of funding, specifically of institutional bonds. The Group did not renew institutional bonds maturing in the first half of 2013, amounting to €100.6 million, and moved up the repurchase of €63 million in institutional bonds maturing subsequent to the end of the half year. The decision to steadily reduce dependence on institutional counterparties and large counterparties resulted in development in funding which privileged qualitative objectives of increased granularity and stability, rather than simply quantitative objectives. In detail, amounts due to customers9 decreased by €50.8 million, mainly attributable to the drop in accounts with large customers, to the benefit of funding common to the network and in small amounts. Conversely, payables represented by securities fell by €38 million, of which 19 million attributable to certificates of deposit, and the rest to bonds. Thus, the Group is continuing on the path it started in 2012, of the disintermediation of institutional customers, which increases the percentage weight of individuals and contributes to keeping the sources of loan funding balanced and making them stable over time. In addition, in 2013 a renewed strategy was implemented, increasingly focused on offering customers products, including indirect funding products, that match their needs and profiles, capable of meeting customers’ expectations of profitability while supporting the Group’s service margins. Indirect funding INDIRECT FUNDING (€/1000) TOTAL INDIRECT FUNDING - of which: Managed Insurance Administered Managed + Insurance as % of total indirect 30/06/2013 31/12/2012 4,087,586 846,431 924,197 2,316,958 43.3% 3,950,170 1,592,301 842,616 1,515,253 61.6% Change Total % 137,415 3.5% (745,870) -46.8% 81,580 9.7% 801,706 52.9% (*) The figures shown are based on management data. Starting in May 2013, there was a resurgence of volatility in the international financial markets, triggered by market participants’ growing concerns about the possible early reduction of monetary stimulus in the USA and by uncertainty about the outlook for the global economy. Longterm rates on government securities began to grow once again in several countries (USA, United Kingdom, and to a lesser extent, in Japan and Germany). In Italy the spread of ten-year government bonds over the equivalent German security, which had narrowed in April 2013, benefiting from a broad improvement in financial market conditions and from the attenuation of political uncertainty, started to rise again in May 2013. Share prices fluctuated widely: following the sharp rises in the first few months of the year, stock market indices slumped in the second half of May. 9 Amounts due to customers calculated net of transactions on collateralised markets 38 At the end of the first half of 2013, indirect funding of the Group came to a total of €4.1 billion, an increase of €137.4 million compared to the end of the previous year (+3.5%). In June 2013 there was a shift of approximately €800 million in the segment, from assets under management to assets under administration, following the decision to internally manage Bap’s assets, which had been assigned to third party separate portfolios (Anima Sgr) up to April 2013. In relation to this, assets under management at 30 June 2013 came to €846.4 million, while assets under administration came to over €2.3 million. Net of this shift, the trend in assets under management would be positive overall: in this segment, investment funds grew by 10.2%, or approximately €64 million, while net of said effect, assets under management showed a change of -€9.4 million. The trend in assets under administration was substantially in line with the year-end figure if the shift is considered, which involved a flow of approximately €800 million in assets mainly channelled to government securities, and a portion to bonds. Lastly, in this segment, the reduction in investments in equity investments and in their market value continued (-14.1% compared to the end of 2012). Insurance funding, which accounts for 22.6% of all indirect funding, registered a total of 9.7% growth for the period (+€81.6 million) to reach a total of €924.2 million. Developments in direct and indirect funding (€/million) 6,299 14,000 3,602 348 10,000 245 12,000 8,000 2010 DIRECT FUNDING 2011 other financial liabilities 39 2012 06_2013 INDIRECT FUNDING 4,088 7,384 3,950 7,473 7,490 3,612 2,000 3,870 4,000 7,799 6,000 40 Other balance sheet accounts Securities portfolio The securities portfolio reached €9 billion, compared with €5.9 billion at the end of the previous year. The aggregate includes the bank bonds classified under “Due from banks” (item 60), which came to €75.6 million at the end of June 2013. It also includes bonds issued by other financial intermediaries classified under “Customer loans” (item 70), the balance of which came to €0.6 million. SECURITIES PORTFOLIO (€/1000) Financial assets held for trading Financial assets designated at fair value trought profit or loss Financial assets available for sale Financial assets held to maturity TOTAL Bank bonds OVERALL TOTAL 30/06/2013 31/12/2012 104,897 60,787 7,851,539 864,843 8,882,066 76,145 8,958,211 108,140 57,862 5,481,940 103,781 5,751,723 130,324 5,882,047 Change Total % (3,243) -3.0% 2,925 5.1% 2,369,599 43.2% 761,062 n.s. 3,130,343 54.4% (54,178) -41.6% 3,076,165 52.3% In line with the strategic approach of the Business Plan concerning asset allocation, growth in the portfolio - achieved starting from 2012 - was boosted in the first half of 2013 specifically in relation to the segment of financial assets classified as available for sale. Also in the first half of the year, the performance of returns on government securities in the euro area and the measures aimed at the structural rebalancing of liquidity of the Group made it efficient to invest in short-term government securities, which were highly liquid and were eligible for use in refinancing transactions on collateralised markets, to support net interest income (still penalised by interest rates offered to customers). Interbank position Also increasing alongside the securities portfolio was exposure from transactions on collateralised markets (€6.3 billion classified in the financial statements, under “Due to customers (liability item 20) compared to €3.6 million at the end of 2012), while interbank exposure, calculated as the difference between “Due from banks” (asset item 60) and “Due to banks” (liability item 10), increased slightly, amounting to approximately €-1.0 billion at the end of June 2013. This exposure is mainly attributable to the use of refinancing operations with the European Central Bank as an alternative to the traditional forms of interbank borrowing. Changes in consolidated equity Compared with the end of 2012, shareholders’ equity declined by approximately €29.6 million (-4.6%). The change in the share premium reserve was essentially attributable to coverage of the Parent Company’s loss for the previous year, as approved by the shareholders’ meeting that approved the financial statements at 31 December 2012, on 28 April 2013. 41 The change in the valuation reserve related to the AFS portfolio was also the result of the fair value measurement of the securities included in this component as at 30 June 2013. Specifically, at the end of the first half of 2013, Italian government securities were penalised, though to a lesser extent than at other times in the past, by the uncertainty surrounding the future duration of the quantitative easing policy in the USA, the spread of concerns regarding the outlook for credit in China and the political situation in Portugal. This impacted the performance of spreads, i.e. the difference in yields compared to debt securities issued by other EU governments, especially German government securities. The increase in yields of government securities was partly transitory in nature: the decisions taken by the ECB Governing Council in July 2013 and the prices of government securities from peripheral countries buoyed the markets EQUITY (€/1000) Share capital Share premium reserves Reserves Valuation reserves Treasury shares Equity pertaining to shareholders of the Parent Company Non controlling interests Total equity Net profit for the period Consolidated equity 42 342,646 103,663 172,913 (20,349) (5,185) 342,646 319,725 166,393 5,401 (8,823) Change Total % 0.0% (216,062) -67.6% 6,520 3.9% (25,750) n.s. 3,638 -41.2% 593,688 825,342 (231,654) -28.1% 17,538 611,226 549 611,775 18,861 844,203 (202,836) 641,367 (1,323) (232,977) 203,385 (29,592) -7.0% -27.6% n.s. -4.6% 30/06/2013 31/12/2012 4. Performance Income statement At the end of June 2013 net interest income came to €119.3 million, up by €7.4 million (+6.7%) compared to the figure in the same period of 2012. Specifically, interest income closed the half year at €217.5 million compared to €222.3 million in June 2012 (-2.2%) and interest expense came to €98.1 million compared to €110.5 million in June of the previous year (-11.2%). NET INTEREST INCOME (€/1000) 30/06/2013 Customer margin - Interest income from customers - Interest expense to customers Bank margin - Interest income from banks - Interest expense to banks Securities margin - Interest income from securities Net interest income 40,055 126,584 (86,529) (7,942) 3,655 (11,597) 87,218 87,218 119,331 30/06/2012 64,437 161,185 (96,748) (7,242) 6,469 (13,711) 54,689 54,689 111,884 Change Total % (24,382) (34,601) 10,219 (700) (2,814) 2,114 32,529 32,529 7,447 -37.8% -21.5% -10.6% 9.7% -43.5% -15.4 59.5% 59.5% 6.7% This result was also supported by a careful ALM policy, which allowed the Group to set up a securities portfolio that provided significant support to net interest income on the whole, starting from the second half of 2012. At 30 June 2013 interest income from the securities portfolio amounted to €87.2 million, compared to €54.7 million in interest income in the first half of 2012. At the same time, net interest income for the period was affected by a decrease in the net contribution from assets with customers, which decreased from a net €64.4 million at 30 June 2012 to €40.1 million at 30 June 2013. Despite the spread between lending and borrowing rates applied by the Group to customers remaining substantially stable, the declining trend in volumes specifically in loans - resulted in a decrease in profitability from customers. An analysis of loan pricing shows a reduction over the twelve months, deriving from a drop in interest rates on medium/long-term loans, in line with the trend in the Euribor, which was not completely offset by growth in returns on short-term loans. Nonetheless, the trend in the margin on lending was also affected by the great emphasis placed on credit quality, which favoured less risky forms of lending. Interest income collected from customers is falling due to both the change in interest rates and the declining trend in loan volumes. On the funding side, interest rates gradually decreased, substantially due to maturities of medium/long-term types of funding with higher returns. Compared to the pre-crisis situation, returns on short-term types of debt remain structurally high, in 2013 have started to feel the impact of cost containment achieved following the downward trend seen throughout the system in 2011-2012. Also in this case, the performance of borrowing rates along with the of declining volumes of customer funding have resulted in a drop in interest paid by customers. Lastly, the bank margin declined from -€7.2 million at 30 June 2012 to -€7.9 million at 30 June 2013, also due to the increase in funding on the collateralised markets, which in operational terms is considered equivalent to interest paid on interbank funding. 43 Items (€/1000) Interest income and similar revenues Interest expense and similar charges Net interest income Commission income Commission expense Net commissions Dividends and similar revenues Net result on trading, hedging and financial assets and liabilities designated at fair value (*) Gross income 30/06/2013 30/06/2012 Change Total % 217,457 (98,126) 119,331 46,032 (4,886) 41,146 730 222,343 (110,459) 111,884 52,069 (4,687) 47,382 910 (4,886) 12,333 7,447 (6,037) (199) (6,236) (180) -2.2% -11.2% 6.7% -11.6% 4.2% -13.2% -19.8% 54,448 215,655 34,185 194,361 20,263 21,294 59.3% 11.0% Net commissions for the period came to €41.1 million, down by €6.2 million compared to June 2012. Commission income collected in the half year came to €46 million, down by €6 million compared to 30 June 2012. In light of the fact that starting from the fourth quarter of 2012, “rapid judgment commissions” (CIV) – amounting to approximately €3.6 million at 30 June 2013 – were reclassified under other operating income, the downturn decreases to €2.4 million. With regard to Group banks, revenues from traditional banking activities account for 49.2% of total commission income, a percentage which has been falling for some time (56.4% one year ago). Revenues from management, intermediation and consulting activities accounted for 31.2% of the total (up compared to 24.3% one year ago), while revenues on collection and payment services and from other services were equal to 25% of total commission income (approximately 21%). The net result on trading, hedging and financial assets and liabilities designated at fair value was a positive €54.4 million, up compared to the €34.2 million recorded in June 2012. This result was impacted by the positive figure of €34 million in item 100 of the income statement, mainly owing to the sale of several government securities classified in the AFS portfolio. At the same time, the situation of the financial markets at the end of the first half of 2013 marked by the uncertainty surrounding the future duration of the quantitative easing policy in the USA, the spread of concerns regarding the outlook for credit in China and the political situation in Portugal - resulted in an increase in risk premiums compared to the same period of 2012, and the corresponding decline in prices of bank bonds. This has resulted in a positive component of approximately €15.2 million - as an effect of designating the Bank’s financial liabilities at fair value, under item 110 of the income statement, with a total effect of €+9.1 million compared to 30 June 2012. In addition, the Banca Etruria securities portfolio has been structured to support net interest income by collecting short and medium-term coupons, not just as a mere trading instrument. As a result, the Parent Company’s profits on trading amounted to approximately €2.5 million, 15.7% lower than in June 2012. Gross of dividends received in the period, amounting to €0.7 million, in the first half of 2013 gross income came to €215.7 million, an increase of €21.3 million (+11%) compared to 30 June 2012. 44 Items 30/06/2013 (€/1000) Net interest income Net commissions Gross income Net impairment losses Net result from financial activities NET PREMIUMS NET OTHER INCOME/EXPENSES FROM INSURANCE ACTIVITIES Net result from financial and insurance activities Administrative expenses: a) personnel expenses b) other administrative expenses Net provisions for risks and charges Net writedowns/writebacks of property, plant and equipment Net writedowns/writebacks of intangible assets Other operating (expenses) income Net operating expenses Profit (loss) from current operations before tax 30/06/2012 Change Total % 119,331 41,146 215,655 (118,093) 97,562 185,111 111,884 47,382 194,361 (67,518) 126,843 64,295 7,447 (6,236) 21,294 (50,575) (29,281) 120,816 6.7% -13.2% 11.0% 74.9% -23.1% n.s. (198,423) 84,250 (107,780) (59,027) (48,753) 22,247 (76,204) 114,934 (108,158) (63,608) (44,550) (165) (122,219) (30,684) 378 4,581 (4,203) 22,412 n.s. -26.7% -0.3% -7.2% 9.4% n.s. (1,975) (1,510) 13,103 (75,915) 8,335 (2,667) (1,143) 8,116 (104,017) 10,917 692 (367) 4,987 28,102 (2,582) -25.9% 32.1% 61.4% -27.0% -23.7% As regards the valuation of the loan portfolio, the deterioration in asset quality continues to impact the financial statements of banks. As mentioned above, the persistence of a complex, varied economic scenario continues to cause significant difficulties for businesses in Italy. In the banking sector, the effects of the recession have translated into an inevitable worsening in credit quality, leading to the recognition of increased volumes of impaired loans and, as a result, increases in the related provisions. Given the above, at 30 June 2013 net impairment losses amounted to €118.1 million. This figure also includes the portion of writedowns (€22.5 million), recognised by the Parent Company following the approval of the draft financial statements (on 15 March 2013), classified, due to technical reason, under Provisions for risks and charges, at the time of supplementing the draft financial statements (on 27 March 2013). Net of these provisions, which entail the accurate classification of the credit risk incurred in the previous year, the writedowns for the first half of 2013 would amount to €95.6 million, up compared to the €67.5 million at 30 June 2012. At the end of the period in question, the net result from financial activities amounted to €97.6 million, influenced by the impact of writedowns to loans, which had a significant effect on the gross income which, despite the continuing difficult economic scenario, increased on the same period of 2012. Net of the aforementioned transfer from provisions for risks and charges to writedowns, the result from financial activities would have decreased slightly. This confirms the Group’s ability to maintain good profitability, adjusting its management policies to an unfavourable operating scenario. The management of insurance-related products, though posting a loss of €13.3 million, showing significant growth in figures as a result of the development and expansion of insurance business. Net premium income amounted to €185.1 million (compared to €64.3 million at 30 June 2012), while insurance management costs came to approximately €198.4 million (€76.2 million at 30 June 2012). 45 Operating expenses recorded in the period came to €75.9 million. Net of the transfer of €22.5 million from provisions for risks and charges (relating to adjustments to loans posted under that item at 31 December 2012, as described above), costs for the first half of 2013 amounted to €98.4 million, down by 5.4% compared to €104 million in June 2012. Personnel expenses, amounting to €59 million, decreased by 7.2%, as a result of the initial savings in overheads resulting from the exit of personnel due to voluntary use of the Redundancy Fund established by the Group during 2012. Other administrative expenses (amounting to €48.8 million) increased by €4.2 million compared to the same period of the previous year. This increase was partly due to charges deriving from leases and operating expenses paid to Consorzio Palazzo della Fonte. Offsetting these charges, there was an increase in other operating income, which included the rapid judgement commissions reclassified to this item from 31 December 2012. On the whole, operating expenses came to 45.5% of gross income, down from 53.4% in June 201210. Items (€/1000) Net interest income Net commissions Gross income Net impairment losses Net result from financial activities Net income from financial and insurance activities Net operating expenses Profit (loss) from current operations before tax Income taxes on current operations for the period Net profit (loss) for the period Net profit (loss) pertaining to non-controlling interests Net profit (loss) for the period pertaining to shareholders of the Parent Company 30/06/2013 30/06/2012 119,331 41,146 215,655 (118,093) 97,562 84,250 (75,915) 8,335 (9,062) (727) (1,276) 111,884 47,382 194,361 (67,518) 126,843 114,934 (104,017) 10,917 (5,735) 5,182 (449) 549 5,631 Change Total % 7,447 (6,236) 21,294 (50,575) (29,281) (30,684) 28,102 (2,582) (3,327) (5,909) (827) 6.7% -13.2% 11.0% 74.9% -23.1% -26.7% -27.0% -23.7% 58% n.s. n.s. (5,082) -90.3% At the end of the first half of 2013 Profit (loss) from current operations before tax came to €8.3 million, down compared to €10.9 million at 30 June 2012. Net of taxes (totalling €9.1 million), net profit for the period amounted to €0.5 million compared to €5.6 million in the same period of the previous year. It is worth noting that taxes at 30 June 2012 benefited from the positive effect (of approximately €4.7 million) relating to the IRES tax credit recognised as a result of the deductibility of the IRAP tax paid on personnel expenses for the tax periods 2007 to 2011. 10 The cost-income ratio is calculated as the ratio of net operating costs (having deducted net allocations to provisions for risks and charges) to gross income. 46 Key ratios for the Banca Etruria Group 30/06/2013 31/12/2012 39.9% 52.1% 79.5% 29.9% 92.6% 51.2% 40.0% 75.3% 35.7% 98.3% Equity ratio Group equity/Total assets 3.5% 4.2% Risk ratios Bad debts/Customer loans Bad debt Coverage Ratio 9.6% 52.8% 6.7% 54.3% Profitability ratios Net interest income/Gross income Gross income/Total assets (3) Cost-Income Ratio 55.3% 2.5% 45.5% 61.6% 2.6% 63.3% Composition ratios Customer loans/Total assets Securities portfolio(1)/Total Assets Direct funding/Total liabilities and shareholders’ equity Indirect funding/Direct funding Customer loans/Direct funding (2) (1) Including Securities under Loans and Receivables (2) The ratio is calculated net of transactions on collateralised markets, included under both customer loans and direct funding. (3) Ratio calculated on an annual basis. An analysis of the main ratios shows: - - the ratio of loans to assets (39.8%) decreased compared to 31 December 2012 and remained below average industry levels 11(near 60% at the end of 2012), as a result of the business policies concerning lending, which envisage growth also through support to external partners and the expansion of the securities portfolio assets to boost profit margins; the treasury portfolio-to-assets ratio continued to grow, with a view to establishing a reserve of low-risk and high liquidity in order to support net interest income; in 2012, the ratio of loans to customer funding dropped below 100% (the industry also reported a figure near 98%). This indicator decreased further, to 92.6% at the end of June 2013; in the composition of gross income, the weight of net interest income dropped to 55.3%, compared to an industry figure of approximately 56% at the end of 2012. reduction in the cost-income ratio, which dropped to 45.5% compared to an industry average of 59% at the end of 2012. 11 All figures for the Italian banking system indicated in this section are at 31 December 2012. (Source: Prometeia Analisi dei Bilanci Bancari, July 2013). 47 5. Other Information Shareholders The Parent Company Banca Etruria has always had a close relationship with its shareholders. The presence of a significant number of businesses and the broad shareholder base among customers are both key to establishing close relationships with our customers and to enhancing customer loyalty. The shareholders have always been ready and willing to make their contribution in support of the strategic decisions made by the Bank, including on important occasions in the life of the business, such as the recent share capital increase. A “club” is dedicated to all shareholders, which can be accessed via internet, and offers numerous advantages and opportunities for business and free time. This project achieves the goal of increasing the value created by the Bank for all Shareholders, i.e. those that enable the Bank to reach its objectives and share in its projects, values and achievements. According to the register of shareholders, at the end of June 2013, Banca Etruria shareholders with voting rights in the Ordinary Shareholders’ Meeting numbered 67,217, including 1,345 new shareholders admitted in the first half. Such a large number strengthens the Bank's vocation as a mutual bank for which the needs of customers in general, and shareholders in particular, are a top priority. Banca Etruria shares The first half of 2013 was again a period of uncertainty concerning the Italian and global economic outlook, with volatility in share prices which, at the end of the first half, reach values near those of the beginning of the year. 1,3 1,2 1,1 1 0,9 0,8 FTSE MIB 26/06/2013 19/06/2013 12/06/2013 05/06/2013 29/05/2013 22/05/2013 15/05/2013 08/05/2013 01/05/2013 24/04/2013 17/04/2013 10/04/2013 03/04/2013 27/03/2013 20/03/2013 13/03/2013 06/03/2013 27/02/2013 20/02/2013 13/02/2013 06/02/2013 30/01/2013 23/01/2013 16/01/2013 09/01/2013 02/01/2013 0,7 FTSE Italia Banche Cumulative performance of the FTSE MIB and FTSE Italia Banche indices in the first half of 2013 – Source: Banca Etruria based on Bloomberg data 48 The banking index performed substantially in line with the FTSE MIB, though with a worse result at 30 June 2013. While the Banca Etruria Group share remained linked to the banking index, it significantly underperformed the indices, as it was presumably impacted by the dilutive effects of the early surrender of the €100 million convertible bond 28 December 2012. This was followed by the announcement on 12 April of a share capital increase for an additional €100 million. On 29 April 2013, a reverse split of shares was carried out at a ratio of one new share to every five shares previously held, to facilitate the administrative management of the Bank’s shares in consideration of the share capital increase. The figures shown in the charts in this section have been recalculated for consistency. In brief, the FTSE MIB index closed the half year with a loss of 6.4%. The banking index showed worse performance, declining 9.4%, also due to the more direct exposure of banks to the European sovereign debt crisis. Conversely, Banca Etruria shares declined by 54.4% due to the trends illustrated above. Taking a longer-term view, however, since the peaks of May 2007 Banca Etruria shares have performed substantially in line with the sector. However, the success of the Bank’s recapitalisation must not be underestimated. This transaction confirmed the confidence of members and shareholders in supporting the Bank’s traditional role in local areas. In terms of performance, with regard to similar transactions recently conducted by other banks, it is hoped that the market will take account of the successful share capital increase within a reasonable time. 2 12000 1,8 11000 10000 1,6 9000 1,4 8000 1,2 7000 1 6000 5000 0,8 4000 Banca Etruria 28/06/2013 21/06/2013 14/06/2013 07/06/2013 31/05/2013 24/05/2013 17/05/2013 10/05/2013 03/05/2013 26/04/2013 19/04/2013 12/04/2013 05/04/2013 29/03/2013 22/03/2013 15/03/2013 08/03/2013 01/03/2013 22/02/2013 15/02/2013 08/02/2013 01/02/2013 25/01/2013 18/01/2013 2000 11/01/2013 0,4 04/01/2013 3000 28/12/2012 0,6 FTSE Italia Banche Comparison of the performance of the FTSE Italia Banche index and the Banca Etruria share – Source: Banca Etruria based on Bloomberg data. At 28 June 2013 the Banca Etruria stock price was €0.70. 49 05/06/2013 19/06/2013 22/02/2013 01/03/2013 08/03/2013 15/03/2013 22/03/2013 29/03/2013 05/04/2013 12/04/2013 19/04/2013 26/04/2013 03/05/2013 10/05/2013 17/05/2013 24/05/2013 31/05/2013 07/06/2013 14/06/2013 21/06/2013 28/06/2013 2 22/05/2013 15/02/2013 1,8 08/05/2013 08/02/2013 1,6 24/04/2013 01/02/2013 1,4 10/04/2013 25/01/2013 1,2 27/03/2013 18/01/2013 1 13/03/2013 11/01/2013 0,8 27/02/2013 04/01/2013 0,6 13/02/2013 Trading volume for Banca Etruria shares 30/01/2013 0,4 16/01/2013 Performance of the Banca Etruria share price in the first half of 2013 – Source: Banca Etruria based on Bloomberg data 4500000 4000000 3500000 3000000 2500000 2000000 1500000 1000000 500000 0 50 The average daily trading volume in the first half of 2013 reached 845,294 shares, significantly higher than the volumes for the previous year. 02/01/2013 28/12/2012 Related parties Rules for transactions with related parties are designed to safeguard against the risk that the close relationship of the parties with the decision-making bodies of the company may compromise the objectivity and impartiality of business decisions, with possible distortions in the resource allocation process, exposure of the company to risks that were not properly measured or protected against and potential losses for the company and its stakeholders. In 2002, Banca Etruria adopted a specific internal procedure for carrying out transactions with related parties to implement the disclosure requirements envisaged in Consob Regulations and recommendations of the Corporate Governance Code for Listed Companies. Banca Etruria also adopted “Rules for transactions with related parties” in compliance with the provisions of Article 2391-bis of the Italian Civil Code and following Consob Resolution no. 17221 of 12 March 2010. Replacing the previous internal procedures, the document governs the identification, approval and execution of transactions with related parties carried out directly or indirectly by the Bank and sets out rules to ensure the transparency and substantive and procedural propriety of those transactions, establishing the procedures for compliance with disclosure requirements. The rules ensure coordination with the administrative and accounting procedures referred to in Article 154-bis of the Consolidated Law on Financial Intermediation. According to the document, related parties also include the other entities or persons envisaged in IAS 24 in force since 1 January 2011 and any subsequent amendments. Specifically, the Rules on transactions with related parties: - establish the procedures for handling and approving transactions with related parties, differentiating between transactions of greater or lesser importance, in compliance with the recommendations of Consob; - establish the cases for partial or full exemption from application of the decision making procedures pursuant to Article 13 of Consob Resolution no. 17221/2010; - specifies the notion of “independent director” for the purposes of regulations in this area; - establish the procedures and deadlines with which the Committee of Independent Directors, which issues an opinion on transactions with related parties, and the administrative and control bodies must be provided with information on transactions, accompanied by the supporting documentation, before approval and during the subsequent execution of the transaction; - set rules governing transactions with related parties carried out with the subsidiaries of Banca Etruria. To supplement the Rules, the Bank also prepared operating rules in order to optimise monitoring, management and control of transactions with related parties by personnel and levels of decision-making powers. Lastly, during 2012, Banca Etruria adopted new rules to comply with the supervisory regulations issued in the area of prudential regulations for banks, concerning activities at risk and conflicts of interest with associated parties. These Rules, available on the Bank’s website www.bancaetruria.it (see the site for details), were drawn up pursuant to the aforementioned provisions of the Bank of Italy and Consob concerning related parties. The Board of Directors also approved a “Business Operating Process” (POA) (latest version dated 25 March 2013) to fully govern the provisions implemented, with the purpose of: - identifying the perimeter of parties considered relevant in accordance with regulations; - identifying the transactions included in said perimeter; - describing the different decision-making processes according to the type of transaction; - monitoring relevant transactions; - defining information flows; - identifying audit controls. 51 With regard to the aforementioned regulations, in the first half of 2013, no notifications were made of transactions of “greater importance” pursuant to Article 4, paragraph 1 (a) of Consob Resolution no. 17221 of 12 March 2010 and the related Annex 3. For quantitative data concerning a: - remuneration of the General Manager, Deputy General Managers, Managing Directors, and other key management personnel; - relations between Group companies; - other related parties; see Section H - Transactions with related parties, of the notes to the financial statements. Significant events during the period Banca Etruria Ordinary Shareholders' Meeting The Banca Etruria Ordinary Shareholders' Meeting, held in Arezzo on 28 April 2013, approved the following items on the agenda: - financial statements for the year ended 31 December 2012, the Board of Directors' report on operations and the report of the Board of Auditors; - remuneration policy documents; - revocation of and concurrent authorisation for purchase and disposal of treasury shares; - appointment of the Board of Auditors for the three-year period 2013 – 2015; - determination of the compensation for the position and attendance fees of the Auditors; - appointment of the Internal Appeals Board for the three-year period 2013 – 2015; Pursuant to Art. 2386 of the Italian Civil Code and Art. 33 of the Articles of Association, the Shareholders’ Meeting appointed Claudia Bugno and Luigi Nannipieri as members of the Board of Directors. The Shareholders’ Meeting elected the standing auditors Paolo Cerini, Carlo Polci, Giovanna Magnanensi, Gianfranco Neri and Massimo Tezzon, who holds the role of Chairman of the Board of Auditors. Fabiola Polverini and Angelo Cuva were appointed as alternate auditors. The Shareholders’ Meeting also appointed Attilio Brilli, Cosimo Ceccuti, Carlo Donati, Giulio Firpo and Giampaolo Taddei as standing members of the Internal Appeals Board, and Marisa Boschi, Fabrizio Ceccarelli and Giovanni Crociani as alternate members. Reverse split of BPEL shares The Board of Directors’ meeting of Banca Etruria, held on 12 April 2013, resolved to exercise the full mandate to increase the share capital, granted in accordance with Art. 2443 of the Italian Civil Code, by the Extraordinary Shareholders’ Meeting of 11 November 2012. In view of said share capital increase and to facilitate the administrative management of the Bank’s shares after the transaction, the Board of Directors also resolved a reverse split of ordinary shares outstanding at that time, at a ratio of one new ordinary share to every five existing ordinary shares. The transaction did not involve any changes to the Articles of Association. In execution of the resolutions of 12 April 2013 described above, on 29 April 2013 the reverse split of Banca Etruria ordinary shares was initiated, at a ratio of 1 new ordinary share to every 5 ordinary shares held, through cancellation, only for the purposes of overall reconciliation of 52 the transaction, of 2 ordinary shares owned by Banca Etruria, without any reduction in share capital, as the shares had no nominal value. Specifically, a reverse split was carried out of the 252,620,802 ordinary shares outstanding at that time, with no nominal value, with ordinary rights (ISIN IT0000060878), coupon no. 29, into 50,524,160 new ordinary shares, with no nominal value, with ordinary rights (ISIN IT0004919327), coupon no. 1. On completion of the reverse split the share capital of Banca Etruria amounted to €342,645,519.58, broken down into 50,524,160 ordinary shares with no nominal value. In order to facilitate the reverse split transactions for individual shareholders and the management of any remainders from said transactions, Banca Etruria appointed Banca Federico Del Vecchio to act as a counterparty from 3 May 2013 to 17 May 2013 in liquidating fractions of Banca Etruria shares involved in the reverse split which are missing or exceed the minimum amounts needed for the shareholders to hold a whole number of ordinary shares. These fractions were liquidated, without additional expenses, duties or fees, based on the official price of Banca Etruria ordinary shares on 26 April 2013, i.e., the trading day prior to the date of the reverse split transaction. Statement of changes in share capital Share capital at 30/06/2013 Euro Total - of which: Ordinary shares (rights: as from 01.01.2013) No. of shares Share capital at 31/12/2012 Euro No. of shares 342,645,519.58 50,524,160 342,645,519.58 252,620,802 342,645,519.58 50,524,160 342,645,519.58 252,620,802 Subsequent events Share capital increase Following approval of the statement by Consob, notified via Note n. 13049861 of 5 June 2013, the Banca Etruria Board of Directors defined the definitive terms and conditions for the share capital increase on 6 June 2013. It approved the issue of a maximum of 166,666,657 ordinary shares, with no nominal value, with ordinary rights and the same characteristics as the shares already outstanding, for a maximum total of €99,999,994.20, to be offered as option rights to shareholders, at the unit price of €0.60, including €0.12 as share premium. The shares were offered at a ratio of 17 new ordinary shares to every 5 BPEL shares held. The period for exercising the option rights began on 10 June 2013 and ended on 5 July 2013. At the end of the option period, 163,924,132 shares were subscribed, amounting to 98.35% of total shares offered, for a total value of €98,354,479.20. The option rights not exercised during that period, totalling 806,625, were fully placed during the initial offering on the stock exchange, thus permitting the early closure of the auction. Thus, on conclusion of the offer on the stock exchange, 1,308,847 newly issued ordinary shares were subscribed, relating to unexercised rights, for a total value of €785,308.20. Therefore, after the conclusion of the offer on the stock exchange, 1,433,678 shares were unsubscribed, for a value of €860,206.80. 53 On 20 August 2013, a private placement was carried out, in compliance with the applicable law and regulations, of the remaining 1,433,678 BPEL shares not placed as part of the above transaction. In light of the above, the share capital increase was thus fully subscribed for a total amount of €100 million.12 AULO SPV 2013 Securitisation On 11 July 2013 Banca Etruria announced the completion of the securitisation of personal loans repaid through automatic deductions from borrowers’ salaries or pensions or payment orders to borrowers’ employers, loans falling within the scope of the regulations on consumer credit and other personal loans. The transaction, with the purpose of issuing ABS (Asset Backed Securities), carried out through the special-purpose vehicle Aulo SPV Srl to which, in June 2013, Banca Etruria assigned the above loans without recourse, pursuant to the Securitisation Law no. 130/1999 and Art. 58 of the Banking Law, for an amount of €210.9 million, relating to 27,512 contracts. The issue of ABS (Asset Backed Securities) for a total of €210.9 million is characterised by a Senior Class of securities of €171,375,000 million, fully subscribed by a leading international operator, and a Junior Class amounting to €39,540,000 million, subscribed by Banca Etruria. All classes of ABS mature on 26 March 2024. Deutsche Bank AG, London Branch acted as Arranger for the transaction. Studio Legale Associato ad Ashurst LLP of Milan and Studio Legale Ashurst of London supported the various parties in the completion of the transaction. Zenith Service SpA was assigned to act as Back-Up Servicer for the transaction. With Aulo SPV 2013, Banca Etruria executed its sixth securitisation transaction and strengthened its liquidity position, by fully refinancing all the unsecured senior maturities issued under the terms of the EMTN programme still outstanding on the institutional market. 12 The Bank’s new share capital amounts to €422,645,514.94, broken down into 217,190,817 ordinary shares with no nominal value. 54 Outlook for operations and the main risks and uncertainties to which the Group is exposed The context within which the Banca Etruria Group operated in the half year was characterised by the continuing extreme crisis in the real economy, which was reflected in significant declines in the gross domestic product and industrial production, as well as in high levels of competition in the traditional businesses areas of commercial banks, with significant effects on profitability. On the other hand, as a result of the actions taken to support profitability implemented over the last twelve months significant results were achieved in revenues, though in a scenario still marked by a high cost of credit. That being said, the main risks and uncertainties that could arise during the second half of 2013, given the continuing highly complex scenario, will be managed through additional organisation improvements and with the conviction that all the actions implemented will provide positive results, consisting in a stable economic situation, while in the short term, the financial system and the Banca Etruria Group along with it remain exposed to exceptional external factors. Specifically, the following potential risks are noted: - credit risk: despite the further improvement in the Group banks’ overall portfolios of performing loans and the careful management of guarantees, there is reason to believe that the high levels of risk and uncertainty could persist owing to the current economic environment, particularly in areas where expectations remain pessimistic. Group banks are also exposed to concentration risk, in that they have a number of significant positions at risk with specific borrowers and within specific areas and industries. In particular, the status as banks that work as partners for the local communities in which the Group is present can lead to particular levels of risk when economic distress has a significantly negative impact on the local economy or when it significantly penalises businesses operating in segments to which the banks in the Group have large exposures, including local and public debt; The continuing recession and particular prudence required in this economic phase may also expose the Group to additional impacts on profitability, relating to conservative credit forecasts; - market risk: given the situation of the financial markets, positions exposed to market risk and exchange rate risk are expected to remain at very low levels. Nonetheless, the tensions on the financial markets could have an adverse impact on earnings despite the extremely prudent risk profile. In addition, the presence of a substantial portfolio of securities backing separate accounts of the life insurance companies could engender additional risk in the management of the balance sheet in especially adverse financial market conditions; - interest rate risk for the banking book: assets and liabilities are generally managed so as to preserve the economic value of the portfolio even in the event of unexpected changes in interest rates. Given current conditions, there may be increases in risk over the medium to long term in consideration of actions taken to support net interest income. In the short term, a reduction in interest rates could put further pressure on a number of income items. There are also risks connected with the performance of the refinancing spread on collateralised markets and the interest rates linked to the main asset and liability items; - Liquidity risk: though a structural balance of liquidity has been achieved, the continuing tensions in the area of bank liquidity and the risks deriving from external shocks may have an adverse effect on the future liquidity position, forcing the Bank to implement additional actions to contain such risk, which could have additional impacts in terms of earnings; - securitisation risk: given the developments in national and international legislation and the impact of the economic crisis on the deterioration of credit quality, the Bank may have to incur costs related to the efficient maintenance and use of existing transactions; - strategic risk: because of the exceptionally adverse market environment and economic, monetary and political uncertainties, the important measures envisaged in the 2012-2014 Business Plan will 55 need to be expanded and accelerated to enable achievement of the stabilisation and sustainable profitability objectives of the Group. To this end, the Group must develop a new business approach which can best capture the changed economic and regulatory context of the sector. The uncertainty surrounding the final decisions on regulations and practices to be adopted as well as the related implementation procedures and timing could represent a significant risk to the establishment of new, more efficient strategies of the Group aimed at strengthening profitability and capital; - reputational risk: the long-lasting recession which has resulted in negative results in terms of earnings as well as the trend in share prices in the banking system could expose the Group to reputational risk; - operational risk: efforts to mitigate and contain operational risks are constantly evolving, and no particular preventable uncertainties are currently foreseen. Nonetheless, the intense reorganisation activities of the Group implemented and the completion of these activities may expose the Group to future operational risks on said actions, which have not occurred in the previous years. In this especially adverse environment, the Banca Etruria Group is preparing to tackle the significant risks and uncertainties expected for the second half of 2013 with all due prudence, in the conviction that we have implemented significant stabilisation measures for the main balance sheet figures, which result in the concrete expectation that the Group will continue its current operations in the foreseeable future. For this reason, the Group has therefore prepared these financial statements on a going-concern basis. 56 Reconciliation of Parent Company equity and net profit and consolidated equity and net profit Shareholders’ Equity (€/1000) Balance at 30 June 2013 in Parent Company financial statements Excess with respect to carrying amount of the Parent Company Banca Etruria shares held by Group companies Intercompany dividends received in period Net profit (loss) pertaining to non-controlling interests Balance at 30 June 2013 in Consolidated Financial Statements 57 Net profit 568,529 1,872 24,434 (479) (2) 1 - (2,121) 1,276 1,276 594,237 549 Part II - Condensed Consolidated Interim Financial Statements 58 59 Consolidated financial statements 60 61 Consolidated balance sheet - Assets Assets (€/1000) 10 Cash and cash equivalents 20 Financial assets held for trading 30 Financial assets designated at fair value throught profit or loss 40 Financial assets available for sale 50 30/06/2013 31/12/2012 72,943 79,476 104,897 108,140 60,787 57,862 7,851,539 5,481,940 Financial assets held to maturity 864,843 103,781 60 Due from banks 458,045 723,016 70 Customer loans 6,857,713 7,530,962 11 10 336 370 112,892 114,118 59,055 60,130 44,573 44,573 100 Equity instruments 110 Technical reserves attributable to reinsurers 120 Property, plant and equipment 130 Intangible assets of which: - goodwill 140 Tax assets a) current b) deferred pursuant to Law 214/2011 231,281 26,968 204,313 154,529 206,991 2,427 204,564 160,248 160 Other assets 531,871 230,972 Total assets 17,206,213 14,697,768 62 Consolidated balance sheet - Liabilities and Shareholders’ equity Liabilities and shareholders’ equity (€/1000) 10 Due to banks 30/06/2013 31/12/2012 1,454,788 1,649,895 10,821,259 8,175,104 1,971,501 2,001,784 43,578 54,448 890,100 897,860 20,629 26,003 8,189 793 7,396 14,889 1,176 13,713 301,513 262,131 110 Provision for staff termination pay 31,793 34,733 120 Provisions for risks and charges: a) pensions and similar commitments b) other provisions 29,499 29,499 55,691 55,691 130 Technical reserves 1,021,589 883,863 140 Valuation reserves (20,349) 5,401 170 Reserves 172,913 166,393 180 Share premium reserves 103,663 319,725 190 Share capital 342,646 342,646 200 Treasury shares (-) (5,185) (8,823) 210 Non-controlling interests (+/-) 17,538 18,861 549 (202,836) 17,206,213 14,697,768 20 Due to customers 30 Outstanding securities 40 Financial liabilities held for trading Financial liabilities designated at fair value trought profit or 50 loss 60 Hedging derivatives 80 Tax liabilities a) current b) deferred 100 Other liabilities 220 Net profit (loss) for the period (+/-) Total liabilities and shareholders’ equity 63 Consolidated income statement Items (€/1000) 10 20 30 40 50 60 70 80 90 100 110 120 130 140 150 160 170 180 190 200 210 220 230 280 290 300 330 340 Interest income and similar revenues Interest expense and similar charges Net interest income Commission income Commission expense Net commissions Dividends and similar revenues Net result on trading Net result on hedging Gain (loss) from disposal or repurchase of: a) loans b) financial assets available for sale c) financial assets held to maturity d) financial liabilities Net result on financial assets and liabilities designated at fair value Gross income Net impairment losses on: a) loans (*) b) financial assets available for sale c) financial assets held to maturity d) other financial transactions Net result from financial activities Net premiums Net other income (expenses) from insurance activities Net result from financial and insurance activities Administrative expenses: a) personnel expenses b) other administrative expenses Net provisions for risks and charges (*) Net writedowns/writebacks of property, plant and equipment Net writedowns/writebacks of intangible assets Other operating (expenses) income Operating expenses Profit (loss) from current operations before tax Income taxes on current operations for the period Profit (loss) from current operations after tax Net profit (loss) pertaining to non-controlling interests Net profit (loss) pertaining to shareholders of the Parent Company 30/06/2013 217,457 (98,126) 119,331 46,032 (4,886) 41,146 730 5,396 (134) 34,007 34,355 (348) 15,179 215,655 (118,093) (117,677) (416) 97,562 185,111 (198,423) 84,250 (107,780) (59,027) (48,753) 22,247 (1,975) (1,510) 13,103 (75,915) 8,335 (9,062) (727) (1,276) 549 30/06/2012 222,343 (110,459) 111,884 52,069 (4,687) 47,382 910 4,441 (79) 23,781 19,048 418 4,315 6,042 194,361 (67,518) (57,211) (6,512) (3,795) 126,843 64,295 (76,204) 114,934 (108,158) (63,608) (44,550) (165) (2,667) (1,143) 8,116 (104,017) 10,917 (5,735) 5,182 (449) 5,631 (*) Item 130 “Net impairment losses on loans” includes impairment on loans (€22.5 million) accounted for as an individual item. At 31 December 2012, this impairment was allocated for technical reasons to item 190 “Net provisions for risks and charges”, as is also described in the notes to the 2012 financial statements. Therefore, this entry has no effect on the income statement for the period, since the income resulted from the release in the same amount of the aforementioned provisions for risks and charges (under item 190 - Net provisions for risks and charges). 64 Statement of comprehensive income Items 10. 30/06/2013 30/06/2012 120. 130. 140. Net profit (loss) for the period Other income components net of taxes with no reversal to income statement Property, plant and equipment Intangible assets Actuarial gains (losses) on defined benefit plans Non-current assets classified as held for sale Share of valuation reserves of equity investments accounted for using equity method Other income components net of taxes with reversal to income statement Hedging of investments in foreign operations Foreign exchange differences Cash flow hedges Financial assets available for sale Non-current assets classified as held for sale Share of valuation reserves of equity investments accounted for using equity method Total other income components net of taxes Comprehensive income (Items 10+130) 150. Consolidated comprehensive income pertaining to non-controlling interests (1,301) (419) 160. Consolidated comprehensive income pertaining to shareholders of the Parent Company (26,170) (6,860) 20. 30. 40. 50. 60. 70. 80. 90. 100. 110. 65 (727) 5,182 (1,581) - (612) - - - - - (25,163) - (11,849) - (26,744) (27,471) (12,461) (7,279) Statement of changes in consolidated shareholders' equity Change during the period Allocation of profit for previous period Shareholders’ equity at 31/12/2012 Change in opening balance Transactions on Shareholders’ equity Shareholder s’ equity at 01/01/2013 Changes in reserves Reserves Dividends and other allocations Issue of new shares Purchas e of own shares Changes in equity instrument s Shareholders’ equity at 30/06/2013 Comprehensiv e income for the period at 30/06/2013 Share capital: a) ordinary shares b) other shares 362,269 362,269 - - 362,269 362,269 - - - - 28 28 - - - - 342,646 342,646 - NONCONTROLLI NG INTERESTS 19,651 19,651 - Share premium reserves Reserves: a) retained earnings b) other Valuation reserves: a) available for sale b) cash flow hedging c) other: - special revaluation laws - actuarial gains/losses – staff termination pay 320,921 165,005 152,295 12,710 5,441 (602) 6,043 3,442 - 320,921 165,005 152,295 12,710 5,441 (602) 6,043 3,442 (209,933) 6,487 6,487 - - (627) 342 (969) 969 969 969 (6,129) - - - (26,744) (25,163) (1,581) - 103,663 172,913 161,172 11,741 (20,349) (25,769) 5,420 4,411 1,196 (2,048) (2,048) 15 4 11 - 2,601 - 2,601 - - - - - - (1,581) 1,009 11 - - - - - - - - - - - - (8,823) - (8,823) - - - 15,990 (12,352) - - (5,185) - (203,446) - (203,446) 203,446 - - - - (727) 549 (1,276) 622,506 - 622,506 - - 392 9,861 (12,352) (26,170) 594,237 18,861 - 18,861 - - (50) 28 - GROUP Equity instruments Treasury shares Net profit (loss) for the period Shareholders’ equity Non controlling interests 66 - (1,301) 17,538 Change during the period Allocation of profit for previous year Shareholders’ equity at 31/12/2011 Change in opening balance Shareholders’ equity at 01/01/2012 Equity transactions Shareholders’ equity at 30/06/2012 Change in Dividends reserves Reserves and other allocations Issue of new shares Comprehensive income for the period at 30/06/2012 Purchase of own shares GROUP Share capital: a) ordinary shares b) other shares - 245,276 245,276 - - - - 7,052 7,052 - - - Share premium reserves 245,276 245,276 321,028 - 321,028 - - - (74) - Reserves: a) retained earnings b) other 153,154 142,284 10,870 - 153,154 142,284 10,870 27,816 27,816 - - (140) (140) - (7,052) (7,052) - Valuation reserves: a) available for sale b) cash flow hedging c) other: - special revaluation laws - actuarial gains/losses – staff termination pay (36,586) (51,080) 14,494 8,105 6,389 - (36,586) (51,080) 14,494 8,105 6,389 - - (146) (146) (146) - 2,458 - 2,458 - - Treasury shares (8,369) - (8,369) - Net profit (loss) for the period 27,816 - 27,816 685,469 - 19,308 - Equity instruments Shareholders’ equity Non-controlling interests NONCONTROLLING INTERESTS 19,613 19,613 - - 232,715 232,715 319,758 - - 175,214 164,344 10,870 (1,436) (1,436) - - - (12,461) (11,849) (612) (612) (49,208) (62,908) 13,700 7,959 5,741 15 (21) 36 36 - - - - 2,458 - - - 172 (246) - (8,443) - (27,816) - - - - 5,182 5,631 (449) 685,469 - - (335) 98 (246) (6,860) 678,125 19,308 - - 49 - - (419) 67 1,196 18,939 68 Consolidated Cash Flow Statement A. OPERATING ACTIVITIES 30/06/2013 1. Operations 46,388 - Net profit (loss) for the period (+/-) - Gain/loss on financial assets HFT and financial assets/liabilities at FV (+/-) - Gain/loss on hedging (+/-) - Net writedowns/writebacks for impairment (+/-) - Net writedowns/writebacks on property, plant and equipment and intangible assets (+/-) - Net provisions for risks and charges and other expenses/revenues (+/-) - Net premiums not collected (-) - Taxes and duties not paid (+/-) - Other adjustments (+/-) 2. Liquidity generated/absorbed by financial assets - Financial assets held for trading - Financial assets designated at fair value through profit and loss - Financial assets available for sale - Due from banks: on demand - Customer loans - Other assets 3. Liquidity generated/absorbed by financial liabilities - Due to banks: on demand - Due to customers - Outstanding securities - Financial liabilities held for trading - Financial liabilities designated at fair value through profit and loss - Other liabilities Net liquidity generated/absorbed by operating activities 549 (15,827) 134 87,044 3,485 (21,400) 731 (6,066) (2,262) (1,843,636) 3,764 (2,026) (2,394,762) 264,971 609,823 (325,406) 2,554,694 (195,107) 2,628,409 (30,283) (22,489) 18,266 155,898 757,446 30/06/2012 46,430 5,631 (12,946) 79 63,615 3,810 1,146 (23) (13,532) (1,350) (2,314,631) 11,900 (4,632) (2,461,648) 27,282 267,482 (155,015) 2,268,010 (425,665) 2,946,433 (288,067) 6,716 (118,076) 146,669 (191) B. INVESTMENT ACTIVITIES 1. Liquidity generated by: - Dividends received - Disposal/redemption of financial assets held to maturity - Disposal of property, plant and equipment - Disposal of subsidiaries and business units 730 730 2. Liquidity absorbed by: - Purchase of equity investments - Purchase of financial assets held to maturity - Purchase of property, plant and equipment - Purchase of intangible assets Net liquidity generated/absorbed by investment activities 1,337 910 427 - (762,246) (761,062) (749) (435) (761,516) (2,847) - - Issue/purchase of own shares - Issue/purchase of equity instruments - Distribution of dividends and similar allocations Net liquidity generated/absorbed by funding activities (2,463) (2,463) (148) (450) (598) NET LIQUIDITY GENERATED/ABSORBED DURING THE PERIOD (6,533) (2,299) (2,098) (749) (1,510) C. FUNDING ACTIVITIES RECONCILIATION: Amount Balance sheet items: - Cash and cash equivalents at the beginning of the period Total net liquidity generated/absorbed during the period Cash and cash equivalents at the end of the period 30/06/2013 79,476 (6,533) 72,943 67 30/06/2012 67,323 (2,299) 65,024 Explanatory notes Part A - Accounting policies Part B - Information on the consolidated balance sheet Part C - Information on the consolidated income statement Part D - Consolidated comprehensive income Part E - Information on risks and related hedging policies Part F - Information on consolidated capital Part G - Business combinations Part H - Transactions with related parties Part L - Operating segments 68 69 Part A - Accounting policies 70 71 A. 1 – GENERAL INFORMATION SECTION 1 -DECLARATION OF CONFORMITY WITH THE INTERNATIONAL ACCOUNTING STANDARDS The condensed interim consolidated financial statements of the Banca Etruria Group have been prepared in accordance with the International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), as endorsed by the European Commission pursuant to Regulation 1606 of 19 July 2002. The following documents, while not endorsed by the European Commission, have been considered in interpreting and applying the new accounting standards: - Framework for the Preparation and Presentation of Financial Statements of the International Accounting Standard Board (IASB); - Implementation Guidance, Basis for Conclusions and any other documents prepared by the IASB or by IFRIC to supplement the accounting standards; - interpretive documents concerning the application of IAS/IFRS in Italy prepared by the Organismo Italiano di Contabilità (Italian Accounting Board; OIC) and the Italian Banking Association (ABI). SECTION 2 - GENERAL PREPARATION PRINCIPLES The condensed interim consolidated financial statements have been prepared in accordance with the following principles: a) going concern: the assets, liabilities and off-balance-sheet transactions are measured on the basis of operational values, since they are intended to last over time; b) accruals accounting: costs and revenues are recognised in the period in which they accrue in relation to the underlying services received and supplied, regardless of the date of monetary settlement; the matching criterion for costs and revenues is applied; c) consistency of presentation: in order to ensure that the information contained in the tables and financial statements is comparable, the presentation and classification methods are kept constant over time, except as required under international accounting standards or an interpretation or where intended to make the presentation of the figures more meaningful and reliable. When a certain presentation or classification method is changed, the new method is applied retroactively, where possible, with explanation of the reasons for and the nature of the change and indicating its impact on the financial statements; d) materiality and aggregation: every material class of items that are similar in nature or function is shown separately in the balance sheet and the income statement; items of a different nature or function are shown separately, if material; e) prohibition on offsetting: no offsetting has been performed, except where required or permitted by international accounting standards or a related interpretation; f) comparison with previous year: the tables and financial statements report the figures for the previous year or period, adjusted, where possible, to ensure comparability. In accordance with Article 5 of Legislative Decree 38 of 28 February 2005, the euro has been used as the reporting currency in the preparation of the condensed interim consolidated financial statements. Figures given in the notes are expressed in thousands of euros. 72 SECTION 3 – SCOPE AND METHOD OF CONSOLIDATION 1. Investments in subsidiaries and associates. Scope of consolidation The scope of consolidation comprises the Parent Company, Banca Etruria, and the companies it directly or indirectly controls, including companies operating in business sectors different from that of the Parent Company. Therefore, the scope of consolidation includes the following companies: Company name Registered office Type of relationship (1) Equity Investment Investor % share of votes (2) % holding A. COMPANIES A.1 Consolidated on line-by-line basis - Etruria Informatica Srl Arezzo 1 Banca Etruria 100 100 - Mecenate Srl Arezzo 1 Banca Etruria 95 95 - Oro Italia Trading SpA Arezzo 1 Banca Etruria 100 100 - BancAssurance Popolari SpA Arezzo 1 Banca Etruria 89,534 89,534 - Banca Federico Del Vecchio SpA Florence 1 Banca Etruria 100 100 - BancAssurance Popolari Danni SpA Arezzo 1 Banca Etruria 46,22 46,22 - Banca Popolare Lecchese SpA Lecco 1 Banca Etruria - Etruria Securitisation SPV Arezzo 3 Banca Etruria BAP SpA Key (1) Type of relationship 1 = Majority of voting rights in ordinary shareholders’ meeting 3 = consolidated in accordance with SIC 12 (2) % Votes in ordinary shareholders’ meetings *** The type of relationship refers only to the equity investment of the Parent Company, Banca Etruria 73 49,23 49,23 54,212 54,212 2. Other information Principles and methods of consolidation The data relating to the Parent Company, its subsidiaries and joint ventures is consolidated using the following criteria: - subsidiaries: the assets, liabilities, equity, off-balance-sheet transactions, costs and revenues of the Parent Company and the subsidiaries (regardless of type of business conducted) are consolidated under the relevant accounts and sub-accounts of the consolidated financial statements on a line-by-line basis, as provided for by IAS 27, except for eliminations concerning equity investments in subsidiaries and the corresponding portions of shareholders’ equity of such companies as well as other intercompany transactions in the balance sheet and income statement. Any positive differences between the carrying amounts of each equity investment and the respective portions of shareholders’ equity of the subsidiary - after the allocation of the price paid to specific items in the financial statements (purchase price allocation), is recognised as goodwill and subject to testing for impairment connected with any deterioration in the company’s performance or financial position and the estimated realisable value. - Associates: equity investments in associated companies are measured using the equity method, as permitted by IAS 28. SECTION 4 – EVENTS SUBSEQUENT TO THE CONDENSED CONSOLIDATED INTERIM BALANCE SHEET DATE Share capital increase Following Consob’s approval of the prospectus, announced in note no. 13049861 of 5 June 2013, on 6 June 2013, the Parent Company’s Board of Directors determined the final terms of the share capital increase. They resolved to issue up to 166,666,657 ordinary shares with no indication of nominal value, with regular entitlement and the same characteristics as the shares already outstanding, for up to a total value of €99,999,994.20, to be offered in pre-emption to the shareholders at the unit price of €0.60, including €0.12 for the share premium. Seventeen new ordinary shares were offered for every five BPEL shares held. The options could be exercised from 10 June 2013 to 5 July 2013. At the end of that option term, 163,924,132 shares had been subscribed, equal to 98.35% of all shares offered, for a total value of €98,354,479.20. All 806,625 option rights not exercised during that period were placed on the Stock Exchange on first offer, making it possible to close the auction early. So, after the Stock Exchange offer, 1,308,847 newly issued ordinary shares relating to unexercised rights had been subscribed, for a total value of €785,308.20. Therefore, a total of 1,433,678 shares, with a total value of €860,206.80, were not subscribed by the end of the offer on the Stock Exchange. On 20 August 2013, the remaining 1,433,678 BPEL shares not placed during the aforementioned transaction were placed privately in compliance with applicable legal rules and regulations. In light of the above, the share capital increase is fully subscribed for a total value of €100 million13. 13 The Bank’s new share capital amounts to €422,645,514.94, representing 217,190,817 ordinary shares with no nominal value. 74 AULO SPV 2013 securitisation On 11 July 2013, the Parent Company announced that it had completed the securitisation of personal loans that are repaid through automatic deductions from borrowers’ salaries or pensions up to the limit of 20% (“cessione del quinto” loans) and other loans repaid through automatic salary deductions (“delegazione di pagamento” loans); loans subject to consumer credit rules and other personal loans, with a total value of €210.9 million, relating to 27,512 contracts, in order to issue ABS (Asset Backed Securities). The transaction was carried out through Aulo SPV S.r.l., to which Banca Etruria had transferred the aforementioned loans without recourse last June, pursuant to Securitisation Act no. 130/1999 and Art. 58 of the Banking Act. The ABS (Asset Backed Securities) issue totalling €210.9 million includes a Senior Class of €171,375,000, fully subscribed by a leading international operator, and a Junior Class of €39,540,000, subscribed by Banca Etruria. All classes of ABS mature on 26 March 2024. The transaction Arranger was DeutscheBank AG, London Branch. The Ashurst LLP affiliated Law Firm in Milan and Ashurst Law Firm of London supported the various parties in completing the transaction. The Back-up Servicer for the transaction was Zenith Service S.p.A. With Aulo SPV 2013, Banca Etruria carried out its sixth securitisation transaction, and has reinforced its liquidity position by fully refinancing all unsecured senior maturities issued in relation to the EMTN program and still outstanding in the institutional market. SECTION 5 – OTHER INFORMATION The preparation of the condensed interim consolidated financial statements also requires the use of estimates and assumptions that may have an impact on the amounts recognised in the balance sheet and income statement as well as on the disclosures concerning contingent assets and liabilities. The calculation of such estimates involves the use of available information and the adoption of reasonable assumptions for the recognition of operational events. By their very nature, the estimates and assumptions may change over the course of the year and, accordingly, the amount recognised may differ, perhaps considerably, in subsequent years following changes in the subjective assessments adopted. The main situations in which management uses such subjective assessments are: - the quantification of impairment losses on loans and other financial assets in general; - the determination of the fair value of financial instruments to be used for reporting purposes; - the use of valuation models for determining the fair value of financial instruments that are not listed on an active market; - the assessment of the appropriateness of the value attributed to goodwill and other intangible assets; - the quantification of personnel provisions and other provisions for risks and charges; - the estimates and assumptions used in assessing current taxation and the recoverability of deferred tax assets. 75 For additional information on the composition and carrying amounts of the items involved in the estimation process, please see the specific sections of the notes to the financial statements. In accordance with Legislative Decree 58/98, these condensed interim consolidated financial statements have undergone limited auditing by PricewaterhouseCoopers SpA. A. 2 - NOTES TO THE MAIN ITEMS OF THE FINANCIAL STATEMENTS Accounting policies For information on the criteria applied to prepare these condensed interim consolidated financial statements, drawn up in compliance with IAS 34, please see - as set forth in paragraph 16 of the same standard - Part A.2 “Notes to the main items of the financial statements” in the notes to the 2012 consolidated annual financial statements, since the accounting standards adopted have not changed with respect to the criteria used to prepare the consolidated financial statements for the year closed on 31 December 2012, with the following exceptions: - - - new version of IAS 19 “Employee benefits”, endorsed by the European Commission with Regulation no. 475/2012 of 5 June 2012, which must be applied for financial years beginning on or after 1 January 2013. This new standard has not had impacts on the balance sheet and income statement of the Banca Etruria Group since all consolidated companies already reported all actuarial gains losses on defined benefit plans among components of comprehensive income, which is set forth as the only accounting methodology to be applied under the new accounting standard; amendment of IAS 1 “Presentation of items of other comprehensive income”, endorsed by the European Commission with Regulation no. 475/2012 of 5 June 2012, which must be applied for financial years beginning on or after 1 July 2012. The new standard, which requires components in the statement of comprehensive income to be presented separately based on whether they may be reclassified to profit or loss, has not impacted the Group’s balance sheet and income statement. The statement of comprehensive income in the condensed consolidated financial statements has been adjusted based on the new requirements of IAS 1. new accounting standard IFRS 13 “Fair value measurement”, endorsed by the European Commission on 11 December 2012 with Regulation no. 1255/2012, which must be applied for financial years beginning on or after 1 January 2013. The new standard defines fair value, provides guidelines for the use of valuation techniques and the classification of parameters used, and requires greater disclosure in the financial statements of the relevant management decisions. The new standard has not impacted the Group’s balance sheet and income statement. However, it has led to the inclusion of new quantitative and qualitative information on the fair value hierarchy and valuation techniques, as reported in the Notes to the financial statements Part A.3 - Fair value disclosure. 76 A.3 - FAIR VALUE DISCLOSURE Following the entry into force of the new accounting standard IFRS 13 “Fair value measurement”, the Parent Company conducted an internal analysis of the fair value classification criteria and valuation techniques, and found that they are essentially aligned with the standard’s requirements. In detail, within a specific Internal rule, the Group defined the rules based on which a financial instrument is classified at fair value level 1, 2 and 3, based on the following: Level1. Level2. Level3. Financial instruments (not adjusted) listed in active markets, the fair value corresponds to the quoted price of these instruments, as reported in those markets; Financial instruments not listed on active markets, the fair value of which is estimated by using inputs observable either directly or indirectly from the markets, for example: I. Quoted prices for identical or similar assets or liabilities, quoted in active or nonactive markets; prices in recent transactions regarding financial instruments identical or similar to the instrument being evaluated; data other than observable quoted prices of assets or liabilities, such as interest rates and yield curves observable at commonly quoted intervals, implicit volatilities and credit spreads; II. Prices corroborated by market data. Financial instruments not listed on active markets, the fair value of which is estimated using inputs that are not observable (in whole or in part) in the markets, such as unlisted financial instruments whose current price is calculated on the basis of internal models that use current market interest rates and internally estimated parameters (based on the internal rating system) for calculating the credit risk component. The Rule also governs the criteria and techniques used to determine fair value, which in light of the new IFRS 13, did not undergo significant changes since they are already market-based. In particular, for level 1 securities, the goal of determining a financial instrument’s fair value is to establish what the transaction price would have been on the measurement date for that instrument (i.e., without changing or reconfiguring the instrument) in the most advantageous active market to which the entity has immediate access. For level 2 securities, if there is no active market to use as a proxy for the measurements, the goal is to implement a valuation technique which makes it possible “to establish what the transaction price would have been on the measurement date in an arm’s length exchange motivated by normal business considerations”. Lastly, for level 3 securities, valuation techniques based on unobservable, and therefore more discretionary, inputs may be used (mark-to-model approach). The valuation is based on various inputs, which do not all come directly from parameters observable on the market, and therefore the entity must rely on estimates and assumptions. In particular, level 3 also includes measurements for which fair value is estimated based on market data, but which require a significant adjustment based on data that is not observable in the market. At the process level, on a monthly basis the Parent Company’s Finance Department identifies the securities for which there is an active market and identifies their price, and those for which a valuation technique must be applied to determine fair value and chooses the parameters to be used, which are either inferred or taken directly from the market when available, or from internal sources if not directly observable in the market. The Finance Department also recommends the fair value levels of the individual instruments. Subsequently, the Parent Company’s Risk Management Department checks the consistency of the techniques applied and the results obtained and confirms the measurements carried out as well as the fair value levels. 77 At 30 June 2013, level 3 instruments other than derivatives and those valued at cost do not account for a significant portion of the portfolio. These mainly consist of equity securities and structured bonds, which are measured by using some inputs which are not directly observable in the market. In addition, all derivative contracts negotiated with customers which entail credit exposure for the Bank are classified as level 3 instruments, even if they are simple instruments on interest or exchange rates that can be assessed based on market parameters, since parameters not observable in the market are applied to determine the credit risk adjustment. A.3.2 – Fair value hierarchy A.3.2.1 Accounting portfolios: breakdown by fair value level 30/06/2013 Financial assets/liabilities measured at fair value through profit or loss L1 L2 1. Financial assets held for trading 11,905 66,779 2. Financial assets designated at fair value through profit or loss 5,259 41,693 3. Financial assets available for sale 7,671,070 136,904 4. Hedging derivatives Total 7,688,234 245,376 1. Financial liabilities held for trading - 41,939 2. Financial liabilities designated at fair value through profit or loss - 890,100 3. Hedging derivatives - 20,629 Total - 952,668 Key L1 = Level 1 L2 = Level 2 L3 = Level 3 78 31/12/2012 L3 26,213 L2 62,621 L3 37,163 13,835 4,736 39,422 43,565 5,294,996 140,341 83,613 5,308,088 242,384 1,639 1 52,584 13,704 46,603 97,470 1,863 1,639 L1 8,356 - 897,860 - 26,003 1 976,447 1,863 79 Part B - Information on the consolidated balance sheet 80 81 ASSETS Section 1 - Cash and cash equivalents - Item 10 1.1 Cash and cash equivalents: composition 30/06/2013 31/12/2012 a) Cash 72,943 79,476 b) Demand deposits with central banks 72,943 79,476 Total Section 2 - Financial assets held for trading - Item 20 2.1 Financial assets held for trading: composition by type 30/06/2013 31/12/2012 Items/Values Level 1 A. On-balance-sheet financial assets 1. Debt securities 1.1 Structured securities 1.2 Other debt securities 2. Equity securities 3. Units in collective investment undertakings B. Derivatives 1. Financial derivatives 1.1 trading 1.2 associated with fair value option 1.3 other 2. Credit derivatives 2.1 trading 2.2 associated with fair value option 2.3 other Total B Total (A+B) Level 3 Level 1 Level 2 Level 3 4,297 17 4,280 7,607 1,982 1,935 47 317 2,947 2,947 - 423 17 406 7,720 843 799 44 303 3,882 3,882 - - 38 - - - 81 - - 2,947 8,143 1,227 23,267 23,267 23,267 26,214 214 214 214 8,357 61,393 29,411 31,982 61,393 62,620 4. Loans 4.1 Repurchase agreements 4.2 Other Total A Level 2 11,904 11,904 82 2,337 64,442 39,310 25,132 64,442 66,779 3,882 33,281 33,281 33,281 37,163 Section 3 - Financial assets designated at fair value through profit or loss - Item 30 3.1 Financial assets designated at fair value through profit or loss: composition by type 30/06/2013 31/12/2012 Items/Values Level 1 1. Debt securities 1.1 Structured securities 1.2 Other debt securities 2. Equity securities 3. Units in collective investment undertakings 4. Loans 4.1 Structured 4.2 Other Total Cost Level 2 Level 3 Level 1 Level 2 Level 3 5,259 5,259 - 15,620 15,620 - 13,835 13,835 - 4,736 14,890 13,704 - 14,890 13,704 4,736 - 5,259 5,200 26,073 41,693 37,306 13,835 13,994 - 24,532 4,736 39,422 13,704 4,652 39,048 14,031 Section 4 - Financial assets available for sale - Item 40 4.1 Financial assets available for sale: composition by type 30/06/2013 31/12/2012 Items/Values Level 1 1. Debt securities 1.1 Structured securities 1.2 Other debt securities 2. Equity securities 2.1 Measured at fair value 2.2 Measured at cost 3. Units in collective investment undertakings 4. Loans Total Level 2 Level 3 Level 1 Level 2 Level 3 7,668,590 35,018 7,633,572 2,480 2,480 - 31,863 18,791 13,072 44,153 44,153 - 13,133 13,133 30,432 9,817 20,615 5,294,369 30,716 5,263,653 627 627 - 48,362 9,466 38,896 41,445 41,445 - 14,208 14,208 32,395 7,589 24,806 7,671,070 60,888 136,904 43,565 - 50,534 5,294,996 140,341 46,603 83 Section 5 - Financial assets held to maturity - Item 50 5.1 Financial assets held to maturity: composition by type 30/06/2013 31/12/2012 FV BV 1. Debt securities - structured - other 2. Loans 864,843 864,843 - Level 1 FV Level 2 866,733 866,733 - BV Level 3 - - Level 1 103,781 103,781 - 106,030 106,030 - Level 2 Level 3 - Key FV = fair value BV = book value Section 6 - Due from banks - Item 60 6.1 Due from banks: composition by type Type of transactions/Values A. Claims on central banks 1. Fixed-term deposits 2. Reserve requirement 3. Repurchase agreements 4. Other B. Due from banks 1. Current accounts and demand deposits 2. Fixed-term deposits 3. Other financing 3.1 Repurchase agreements 3.2 Finance leases 3.3 Other 4. Debt securities 4.1 Structured securities 4.2 Other debt securities Total (book value) Total (fair value) 84 30/06/2013 31/12/2012 136,013 136,013 322,032 46,233 67,780 107,330 45,396 61,934 100,689 100,689 458,045 458,045 304,302 304,302 418,714 121,809 53,739 113,415 43,495 69,920 129,751 129,751 723,016 723,016 - Section 7 - Customer loans - Item 70 7.1 Customer loans: composition by type 30/06/2013 Type of transactions/Values 31/12/2012 Impaired Impaired Performing Purchased Other Purchased Other 753,115 424,126 818,795 - 394,852 21,868 189,064 3,126,249 966,007 3,414,987 - 831,236 Performing 1. Current accounts 2. Repurchase agreements 3. Medium/long-term loans 4. Credit cards, personal loans and loans repaid by automatic deductions from wages 5. Finance leases 6. Factoring 7. Other 110,359 285,972 937,322 8. Debt securities 8.1 Structured 8.2 Other debt securities Total (book value) Total (fair value) - 574 574 5,235,459 5,710,955 4,993 103,303 123,825 130,280 303,930 1,206,497 - - 1,622,254 - 1,622,254 572 572 6,064,125 - 1,466,837 - 1,466,837 6,568,893 7.4 Finance leases 30/06/2013 Minimum lease payments Up to 1 year From 1 to 5 years More than 5 years Total Provision for doubtfoul loans Book value 82,258 179,240 172,591 434,089 Deferred financial profits Present value Minimum of future lease minimum lease payments payments 12,358 43,257 28,530 84,145 69,900 135,983 144,061 349,944 (9,931) 340,013 85 94,964 199,421 180,875 475,260 31/12/2012 Present value Deferred of future financial minimum profits lease payments 13,638 81,326 46,129 153,292 31,369 149,506 91,136 384,124 (6,192) 377,932 6,214 113,782 120,753 10.3 Equity investments: change for the year 30/06/2013 31/12/2012 10 1 11 - A. Opening balance B. Increases B.1 Purchases B.2 Writebacks B.3 Revaluations B.4 Other changes C. Decreases C.1 Sales C.2 Writedowns C.3 Other changes D. Closing balance E. Total revaluations F. Total writedowns 22 (12) (12) 10 - Section 11 - Technical reserves attributable to reinsurers - Item 110 11.1 Technical reserves attributable to reinsurers: composition 30/06/2013 A. Non-life insurance A1. Unearned premiums reserves A2. Claims reserves A3. Other reserves B. Life insurance B1. Mathematical reserves B2. Reserves for outstanding claims B3. Other reserves C. Technical reserves where the investment risk is borne by the insured C1. Reserves for contracts whose benefits are linked to investment funds and market indices C2. Reserves from the operation of pension funds D. Total technical reserves attributable to reinsurers 86 31/12/2012 304 181 123 32 32 - 307 174 133 63 63 - - - 336 370 Section 12 - Property, plant and equipment - Item 120 12.1 Property, plant and equipment: composition of assets measured at cost Assets/Values 30/06/2013 A. Operating assets 1.1 owned a) land b) buildings c) movables d) electronic plant e) other 1.2 acquired under finance leases a) land b) buildings c) movable d) electronic plant e) other Total A 96,810 38,039 48,763 6,736 2,242 1,030 96,810 97,949 38,039 49,391 6,974 2,383 1,162 97,949 Total B Total (A+B) 16,082 4,639 11,443 16,082 112,892 16,169 4,639 11,530 16,169 114,118 B. Investment property 2.1 owned a) land b) buildings 2.2 acquired under finance leases a) land b) buildings 87 31/12/2012 Section 13 - Intangible assets- Item 130 13.1 Intangible assets: composition by type of assets 30/06/2013 Assets/Values Definite life A.1 Goodwill A.1.1 pertaining to shareholder of the Parent Company A.1.2 non-controlling interests A.2 Other intangible assets A.2.1 Assets measured at cost: a) Internally-generated intangible assets b) Other assets A.2.2 Assets measured at fair value: a) Internally-generated intangible assets b) Other assets Total 10,382 3,913 3,913 6,469 6,469 10,382 31/12/2012 Indefinite Definite life life 44,573 44,573 4,100 4,100 4,100 48,673 11,457 4,668 4,668 6,789 6,789 11,457 Indefinite life 44,573 44,573 4,100 4,100 4,100 48,673 Goodwill includes higher values paid by the Parent Company for the acquisition of the following companies: - Banca Federico Del Vecchio SpA €40.9 million; - BAP – BancAssurance Popolari SpA €3.6 million. In line with the requirements of internal rules and IAS 36, since no trigger events (indicators of impairment) were found at 30 June 2013, impairment testing was not conducted on the aforementioned intangible assets, with the exception of goodwill deriving from higher values paid by the Parent Company for the acquisition of Banca Federico del Vecchio. In particular, it was found that the result obtained by Banca Federico del Vecchio in the first half of 2013 was significantly different from the forecast plans. Therefore, it was considered necessary to test the value of goodwill as at 30 June 2013 as well. So, as concerns the verification of the stability of goodwill, an analysis was conducted on the main variances found for the Banca Federico del Vecchio CGU. The macroeconomic outlooks at the basis of long-term projections were also updated, their impacts for 2013 were estimated and a delay over time of the economic recovery cycle was incorporated. The new economic, financial and capital projections, which incorporate 2013 budget objectives and the guidelines of the Group’s 2012-2014 Business Plan, were made by referring to the structure of the subsidiary, and they do not consider any future incoming or outgoing cash flows which it is estimated will be generated by future restructurings or improvements or optimisations of business performance. The forecast period covers four years and six months, rendering the analysis uniform with the forecast made in the 2012 consolidated financial statements, which considered a five-year period. 88 Assumptions relating to operating volumes during the years covered by the forecast (2013-2017) include, also in relation to the actual results of Banca Federico del Vecchio in the first half of 2013: - loans will undergo a more significant decrease than previously forecast (CAGR of -5.4%); - overall, the 2012-2017 CAGR of direct funding will amount to 5.0%, also lower than previous assumptions; - the 2012-2017 CAGR of indirect funding will amount to 10.7%. With regard to the income statement: - net interest income, determined on the basis of expected growth in loan and funding amounts, will have a 2012/2017 CAGR of 2.8%. The estimate contains a downward revision to take into account the different forecast of macroeconomic variables and the relative effects on amounts of assets and liabilities. The rates and spreads on loans and funding to customers were estimated based on the rate scenario used. The trends of both lending and funding rates were revised downwards with respect to previous estimates to take into account tensions that will remain, on the basis of the current macroeconomic outlook, in reference rates and in lending activities. On the other hand, differences in the scenario, in particular on government security yields, the reduction in the spread compared to the Bund and less liquidity tension both over recent months and estimated for the periods in question, make it possible to forecast a significant reduction in the cost of funding; - the new estimates also revise downwards the interbank margin recognised by the Parent Company to take into account the decrease in the spread on Italian securities and the partial “recovery” from liquidity tensions; - the evolution in the margin on services was projected with reference to the particular activity of the Bank, which is the Group-wide investment competence centre, also in relation to the presence of the Wealth Management hub. Overall, the 2012-2017 CAGR of net commissions is 8.2%, in line with the recovery in profitability already achieved in the first six months of 2013 as regards the traditional business and indirect funding; - the 2013 estimate of writedowns on receivables considers the aforementioned macroeconomic forecasts, results achieved at June 2013 and precise forecasts on the final part of the year. The previous forecasts have been confirmed for the subsequent years, also in relation to Italian GDP estimates, which are already positive in 2014 (Prometeia, May 2013 +0.7%) and above 1% beginning in 2015 (+1.2%), leading to the forecast of a return to normal levels; - estimated personnel expenses assume a stable workforce at the levels established in the budget for the end of 2013 and average growth of -0.4% in 2012-2017, a rate above that forecast by Prometeia for the system (-2.1%); - other administrative expenses were prudentially quantified assuming inertial growth of 1.4% in 2012-2017, a growth rate above the indications provided by Prometeia for the system (2.4%); - it is therefore estimated that net operating expenses will have a CAGR of -0.3%, prudently with respect to system expectations; - income taxes were calculated on the basis of current tax regulations. The method to calculate the recoverable amount is the value in use. Specifically, the value in use was calculated using a generally accepted Dividend Discount Model with the excess capital variant, following the best practices for valuing financial companies. This model measures the future cash flows generated by the CGU using not only the discounted dividend flows, but also taking into account the capital restrictions imposed by the supervisory regulations and simulating the distribution/injection of excess/deficit capital with respect to these restrictions for each future period for which a forecast is made. 89 The forecast projections described were used to determine projections of regulatory capital and riskweighted assets, particularly with regard to credit risk simulations, applying the average weighting percentages based on operating assessments at 30 June 2013 on the projected volumes. The evaluations reported above take into consideration the introduction of regulations set forth by the Basel Committee, generally referred to as “Basel III”. For that purpose, for the determination of capital requirements for risks, the level of weighting used was prudentially increased from 8.0% to 8.5% for all years covered by the plan. In other words, given regulatory uncertainty, capital calculations were obtained by prudentially increasing the estimates calculated on the basis of current regulations. The excess, or any deficit, of cumulative capital for all years covered by the projection is calculated as the difference between supervisory capital and the requirements, and projected profits will be adjusted with respect to the simulated liquidity inflow/outflow, which is expected to be made up through recourse to the short-term interbank market, net of the related tax effect. Terminal value is calculated by discounting the perpetual yield based on the CGU’s long-term ability to distribute excess capital. The discount rate (Ke) applied to the future projections was set at a net 8.87% and was arrived at by determining the rate investors would demand to invest in the CGU or an entity with a similar risk/return profile. The rate, defined by using a capital asset pricing model (CAPM) approach, is determined by using the following formula: Ke = irf + β * MRP + ER where: irf is the risk-free interest rate over a ten-year time horizon, equal to the half-year average of the net rate on 10-year Italian Treasury bonds observed in the first half of the year, as reported by Bloomberg (3.675%); β is the beta to be applied to the risk premium based on the average historical beta for the CGU’s business sector, determined as the average of the weekly 2-year beta reported by Bloomberg for a sample of medium-sized listed banks (0.869); MRP is the risk premium over the risk-free rate of 5.0%, in line with valuation practice; ER is the additional execution risk of 85 bps, included to account for the implementation of the new Business Plan, in line with the figure used at the end of 2012. The long-term growth rate (g) is assumed to be 2.0% based on forecasts disclosed by the primary econometric analysis institutions. 90 Taking into consideration the main valuation elements described, the CGU is valued at €94.6 million, €6.4 million more than the carrying amount, which makes it possible to confirm the value of goodwill recognised. The following table summarises the sensitivity analysis conducted in relation to changes in the cost of capital (Ke) and the long-term growth rate (g) expressed in terms of the value of the equity investment. Ke (€ millions) g 8.00% 8.25% 8.50% 8.87% 9.00% 9.25% 9.50% 1.80% 102.6 99.7 97.0 93.3 92.1 89.9 87.9 1.90% 103.5 100.5 97.7 94.0 92.7 90.5 88.4 2.00% 104.4 101.3 98.5 94.6 93.4 91.1 89.0 2.10% 105.4 102.2 99.3 95.3 94.1 91.7 89.6 2.20% 106.4 103.1 100.1 96.1 94.7 92.4 90.1 Equalising the value in use with the carrying amount would require increasing the discount rate by 0.73%. 91 Section 14 - Tax assets and tax liabilities - Item 140 of assets and Item 80 of liabilities 14.1 Deferred tax assets: composition 30/06/2013 134,171 367 19,743 5,377 15,508 47 70 1,762 10,196 973 16,399 204,313 204,313 Loans pursuant to Law 214/2011 Other loans Goodwill pursuant to Law 214/2011 Goodwill Other financial instruments Deferred charges Property, plant and equipment Provisions for risks and charges Entertainment expenses Personnel costs Tax losses Other Gross deferred tax assets Offsetting against deferred tax liabilities Net deferred tax assets 31/12/2012 133,554 251 26,743 5,422 11,705 76 70 7,785 10,141 963 7,924 204,564 204,564 Deferred tax assets in respect of loans regard the deferral (over 18 years) of the portion of writedowns recognised in the income statement in the various years in excess of the percentage amount that can be recognised for tax purposes. These credits, along with those that resulted from discharge of the tax liability on goodwill, carried out in 2011 according to Legislative Decree 98/2011, are deemed to be recoverable in future years, partly owing to the new regulations issued with Decree Law 201/2011 (the “Monti Decree”) and the consequent amendments of Decree Law 225/2010 (the “Omnibus Extension Decree”). The deferred tax receivables in respect of tax losses were recognised pursuant to Article 84 of the Uniform Income Tax Code, as amended by Decree Law 98/2011. They regard Banca Lecchese SpA and the two insurance companies. 14.2 Deferred tax liabilities: composition 30/06/2013 A. Gross deferred tax liabilities A.1. Capital gains taxed in instalments A.2. Goodwill A.3. Property, plant and equipment A.4. Financial instruments A.5. Personnel costs A.6. Other B. Offsetting against deferred tax assets C. Net deferred tax liabilities 7,396 624 4,585 2,085 102 7,396 92 31/12/2012 13,713 624 10,323 2,210 556 13,713 14.3 Changes in deferred tax assets (recognised in the income statement) Opening balance Increases 2.1 Deferred tax assets recognised during the year a) in respect of previous periods b) due to change in accounting policies c) writebacks d) other 2.2 New taxes or increases in tax rates 2.3 Other increases Decreases 3.1 Deferred tax assets derecognised during the year a) reversals b) writedowns due to non-recoverability c) due to change in accounting policies d) other 3.2 Reduction in tax rates 3.3 Other decreases a) conversion into tax credits as per Law 214/2011 b) other Closing balance 30/06/2013 181,782 39,216 39,211 39,211 5 (48,835) (7,911) (7,863) (48) (40,924) (40,924) 31/12/2012 86,792 107,764 107,607 107,607 157 (12,774) (12,628) (5,565) (7,063) (146) (146) 172,163 181,782 14.3.1 Changes in deferred tax assets pursuant to Law 214/2011 (recognized in the income statement) 30/06/2013 31/12/2012 1. Opening balance 2. Increases 3. Decreases 3.1 Reversals 3.2 Conversion into tax credits a) resulting from losses for the year b) resulting from tax losses 3.3 Other decreases 4. Closing balance 160,248 35,288 41,007 (60) (40,924) (40,924) (23) 154,529 69,451 94,116 (3,319) (168) (146) (41) (105) (3,005) 160,248 Pursuant to paragraphs 55 and 56-bis of Art. 2 of Decree Law no. 225/2010 (Omnibus Extension Decree), the Parent Company and the subsidiary Banca Lecchese SpA converted deferred tax assets recognised in the financial statements related to writedowns on loans not yet deducted from taxable income, the value of goodwill, as well as tax losses as per Art. 84 of the Uniform Income Tax Code into current income tax credits, for a total value of €40.9 million. 93 14.4 Changes in deferred tax liabilities (recognised in the income statement) 1. Opening balance 2. Increases 2.1 Deferred tax liabilities recognised during the year a) in respect of previous periods b) due to change in accounting policies c) other 2.2 New taxes or increases in tax rates 2.3 Other increases 3. Decreases 3.1 Deferred tax liabilities derecognised during the year a) reversals b) due to change in accounting policies c) other 3.2 Reduction in tax rates 3.3 Other decreases 4. Closing balance 30/06/2013 3,376 3,384 3,384 3,384 (1,178) (710) (103) (607) (468) 5,582 31/12/2012 14,684 2,888 2,888 2,888 0 (14,196) (13,656) (3,526) (10,130) (540) 3,376 14.5 Changes in deferred tax assets (recognised in shareholders’ equity) 30/06/2013 1. Opening balance 2. Increases 2.1 Deferred tax assets recognised during the year a) in respect of previous periods b) due to change in accounting policies c) other 2.2 New taxes or increases in tax rates 2.3 Other increases 3. Decreases 3.1 Deferred tax assets derecognised during the year a) reversals b) writedowns due to non-recoverability c) due to changes in accounting policies d) other 3.2 Reduction in tax rates 3.3 Other decreases 4. Closing balance 22,782 13,476 7,979 7,979 5,497 (4,108) (4,108) (4,108) 32,150 94 31/12/2012 38,093 3,452 2,298 2,298 1,154 (18,763) (18,533) (18,533) (230) 22,782 14.6 Changes in deferred tax liabilities (recognised in shareholders’ equity) 30/06/2013 1. Opening balance 2. Increases 2.1 Deferred tax liabilities recognised during the year a) in respect of previous periods b) due to change in accounting policies c) other 2.2 New taxes or increases in tax rates 2.3 Other increases 3. Decreases 3.1 Deferred tax liabilities derecognised during the year a) reversals b) due to change in accounting policies c) other 3.2 Reduction in tax rates 3.3 Other decreases 4. Closing balance 31/12/2012 10,337 483 483 483 (9,006) (9,006) - 1,147 10,051 10,051 10,051 (861) (861) (861) - 1,814 10,337 14.7 Other information - A) Current tax assets IRES advance payments IRAP advance payments Other receivables and withholdings Gross current tax assets Offsetting against current tax liabilities Net current tax assets 30/06/2013 31/12/2012 8,863 5,082 53,944 67,889 (40,921) 26,968 15,136 14,329 10,087 39,552 (37,125) 2,427 The sub-item “Other receivables and withholdings” includes: - the transformation into tax credits of €40.9 million in deferred tax assets on loans and goodwill pursuant to the provisions of Law 214/2011; - the tax benefit of €6.1 million for the reimbursement of the deductibility of IRAP related to personnel costs from the IRES taxable base for the years 2007-2011. 95 14.7 Other information- B) Current tax liabilities 30/06/2013 IRES liability IRAP liability Other current income tax payables Gross current tax liabilities Offsetting against current tax assets Net current tax liabilities 31/12/2012 28,117 7,621 566 36,364 (35,571) 793 23,609 12,099 589 36,297 (35,121) 1,176 Section 16 - Other assets - Item 160 16.1 Other assets: composition 30/06/2013 Tax credits with tax authorities and other tax agencies Cheques drawn on third parties Enforceable coupons and notes Tax stamps and other Gold, silver and other precious metals Transit items (branches) Items being processed Shortfalls, theft, robbery Accrued income not otherwise allocated Prepaid expenses not otherwise allocated Leasehold improvements Other Total Other includes the following items pertaining to the Parent Company: - gold and currency to be settled (approximately €6.4 million); - operating loans (about €1.9 million); - accrued fees (about €6 million); - credit transfers to be settled (about €8 million); - sundry tax items (about €32.8 million). 96 31/12/2012 3,663 6,909 97 74 30,979 12,482 384,152 11,387 157 283 3,187 78,501 2,423 15,291 93 77 36,133 17,780 86,329 2,079 14 888 2,857 67,008 531,871 230,972 LIABILITIES Section 1 - Due to banks - Item 10 1.1 Due to banks: composition by type Type of transactions/ Group components 1. Due to central banks 2. Due to banks 2.1 Current accounts and demand deposits 2.2 Fixed-term deposits 2.3 Borrowings 2.3.1 repurchase agreements 2.3.2 other 2.4 Liabilities in respect of commitments to repurchase own equity instruments 2.5 Other payables Total 30/06/2013 1,316,015 138,773 21,475 92,441 24,803 24,803 54 1,454,788 31/12/2012 1,311,591 338,304 217,192 95,019 23,989 23,989 2,104 1,649,895 Fair value 1,454,788 1,649,895 Type of transactions/ Group components 1. Current accounts and demand deposits 2. Fixed-term deposits 3. Loans 3.1 repurchase agreements 3.2 other 4. Liabilities in respect of commitments to repurchase own equity instruments 5. Other payables Total 30/06/2013 3,183,183 1,259,690 6,348,252 6,299,238 49,014 30,144 10,821,259 31/12/2012 3,132,390 1,334,579 3,668,163 3,614,609 53,554 39,972 8,175,104 Fair value 10,821,259 8,175,104 Section 2 - Due to customers - Item 20 2.1 Due to customers: composition by type 97 Section 3 - Outstanding securities - Item 30 3.1 Outstanding securities: composition by type Type of securities/Values A. Securities 1. Bonds 1.1 structured 1.2 other 2. Other securities 2.1 structured 2.2 other Total 30/06/2013 Book value Level 1 1,971,501 1,931,788 3,488 1,928,300 39,713 39,713 1,971,501 31/12/2012 Fair value Level 2 Level 3 - 1,582,159 - 1,542,446 3,467 - 1,538,979 39,713 39,713 - 1,582,159 387,586 387,586 387,586 Book value 2,001,784 1,943,077 4,665 1,938,412 58,707 58,707 2,001,784 Fair value Level 2 Level 1 - 1,561,832 1,503,125 4,673 1,498,452 58,707 58,707 1,561,832 Level 3 444,486 444,486 444,486 444,486 The fair value of the bonds was determined on the basis of swap rates at the measurement date, applying the market credit spread for similar bonds issued by banks or similar issuers or using credit indices. 3.2 Breakdown of item 30 “Outstanding securities”: subordinated securities Type/Values Issue date Interest Maturity Currency Rate Book Value Jul-06 2016 Euro floating 28,684 Upper Tier II subordinated loan Sep-07 2017 Euro floating 51,390 Upper Tier II subordinated loan May-08 2018 Euro floating 11,972 Lower Tier II amortising subordinated loan Oct-09 2015 Euro floating 3,021 Lower Tier II amortising subordinated loan Mar-08 2018 Euro floating 5,056 Lower Tier II subordinated loan (*) Total 100,123 98 Section 4 - Financial liabilities held for trading - Item 40 4.1 Financial liabilities held for trading: composition by type 30/06/2013 Type of transactions/ Group components NV A. On-balance-sheet liabilities 1. Due to banks 2. Due to customers 3. Debt securities 3.1 Bonds 3.1.1 Structured 3.1.2 Other bonds 3.2 Other securities 3.2.1 Structured 3.2.2 Other FV L2 L1 31/12/2012 FV* L3 N V FV L2 L1 FV* L3 Total A - - - - - - - - - - B. Derivatives 1. Financial derivatives 1.1 Trading 1.2 Associated with fair value option 1.3 Other 2. Credit derivatives 2.1 Trading 2.2 Associated with fair value option 2.3 Other Total B Total (A+B) - - 41,939 39,739 2,200 41,939 41,939 1,639 1,639 1,639 1,639 - - 1 1 1 1 52,584 52,584 52,584 52,584 1,863 1,863 1,863 1,863 - 99 Section 5 - Financial liabilities designated at fair value through profit or loss - Item 50 5.1 Financial liabilities designated at fair value through profit or loss: composition by type Type of transactions/Values 1. Due to banks 1.1 Structured 1.2 Other 2. Due to customers 2.1 Structured 2.2 Other 3. Debt securities 3.1 Structured 3.2 Other Total 30/06/2013 NV FV L2 L1 45,884 45,884 869,168 380 868,788 - 915,052 31/12/2012 FV* L3 NV L1 FV L2 FV* L3 - 45,884 45,884 844,216 380 843,836 - 45,884 - 45,884 - 870,055 - 870,055 45,895 45,895 850,764 368 850,396 - 45,895 - 45,895 - 851,965 365 - 851,600 - - 890,100 - 915,939 896,659 - 897,860 - 45,895 866,011 866,011 911,906 Key FV = fair value FV* = fair value calculated excluding changes in value due to changes in the credit rating of the issuer with respect to the issue date. NV = nominal or notional value L1 = Level 1 L2 = Level 2 L3 = Level 3 This item includes all liabilities that the Group intends to measure at fair value through profit or loss, as this classification allows the elimination, or significant reduction, of distortions in the accounting representation of the financial instruments involved. Pursuant to paragraph 10 of IFRS 7, the following information is provided regarding the Parent Company: - the change (reduction in the financial liability) in the fair value attributable solely to credit risk during the year amounted to €8,652 thousand. This value was determined by calculating the difference between the full fair value at 30 June 2013 and the value at the same date calculated by applying to each security the credit spread estimated at the previous measurement date. - The change (cumulative) in the fair value (reduction in the value of the financial liability) attributable solely to the credit spread amounted to €25,827 thousand. - The difference between the carrying amount of the bonds issued at 30 June 2013 and the amount to be repaid by the Parent Company at maturity (nominal value) is €24,952 thousand. 100 5.2 Breakdown of item 50 "Financial liabilities designated at fair value through profit or loss ": subordinated liabilities Type/Items Issue date Maturity Currency Interest rate Book value Step-up subordinated loan (*) Oct-06 2016 Euro 4.25% 49,132 Step-up subordinated loan (**) Dec-07 2017 Euro 5.00% 18,497 SD Lower Tier II amortising subordinated loan Oct-09 2016 Euro 4.00% 7,610 SD Lower Tier II amortising subordinated loan Dec-10 2017 Euro 4.00% 17,490 Lower Tier II subordinated loan Jun-13 2,018 Euro 3.50% 51,748 144,477 Total (*) Refers to a callable bond, with an early redemption clause that may be activated every six months from 30 October 2011. (**) Refers to a callable bond, with an early redemption clause that may be activated every six months from 28 December 2012. Section 6 - Hedging derivatives - Item 60 6.1 Hedging derivatives: composition by type and level 30/06/2013 31/12/2012 Fair value Fair value NV L1 A. Financial derivatives 1) Fair value 2) Cash flow 3) Foreign operations B. Credit derivatives: 1) Fair value 2) Cash flow Total L2 - 20,629 20,629 20,629 L3 NV L1 - Key NV = notional value L1 = Level 1 L2 = Level 2 L3 = Level 3 101 120,000 120,000 120,000 L2 - 26,003 26,003 26,003 L3 - 120,000 120,000 120,000 Section 10 - Other liabilities - Item 100 10.1 Other liabilities: composition Consolidation adjustments Tax authorities Social security institutions Amounts available to customers Other payables to employees Transit items (branches) Items being processed Advances on maturing receivables Accrued expenses not otherwise allocated Deferred income not otherwise allocated Payables in respect of impairment of guarantees issued Other Total 30/06/2013 31/12/2012 1,460 23,854 445 23,117 515 7,143 77,561 171 145 943 1,312 164,847 753 34,477 408 12,337 827 11,336 67,906 131 5 13 7 133,931 262,131 301,513 At 30 June 2013, “Other” includes the following items pertaining to the Parent Company: - operating liabilities (about €7.3 million); - security deposits (about €8.2 million); - debit items to be settled (about €42.5 million); - amounts to be paid to employees (about €9 million); portfolio risk (about €59 million). Section 11 - Provision for staff termination pay - Item 110 11.1 Staff termination pay: change for the year 30/06/2013 A. Opening balance B. Increases B.1 Accrual for the period B.2 Other changes C. Decreases C.1 Termination payments C.2 Other changes D. Closing balance 34,733 3,036 847 2,189 (5,976) (5,976) 31,793 102 31/12/2012 30,182 6,811 1,949 4,862 (2,260) (2,260) 34,733 Section 12 - Provisions for risks and charges - Item 120 12.1 Provisions for risks and charges: composition Items/Components 30/06/2013 1 Company pension plans 2. Other provisions for risks and charges 2.1 legal disputes 2.2 personnel costs 2.3 other 31/12/2012 29,499 5,516 23,358 625 29,499 Total 55,691 5,371 25,337 24,983 55,691 Item 2.2 “Personnel costs” includes the amounts allocated for the amounts to be paid for employee participation in the Solidarity Fund, established by the Banca Etruria Group last year. Item 2.3 “Other” included provisions made by the Parent Company to incorporate additional writedowns which emerged following the inspection carried out by the Supervisory Authorities, subsequent to approval of the draft financial statements at the meeting on 15 March 2013. At 30 June 2013, the provision was allocated to the individual positions. Section 13 - Technical reserves – Item 130 13.1 Technical reserves: composition Direct A. Non-life insurance Indirect 30/06/2013 31/12/2012 4,571 - 4,571 4,996 A1. Unearned premiums reserves A2. Claims reserves A3. Other reserves B. Life insurance 4,103 468 1,017,018 - 4,103 468 1,017,018 4,543 453 878,867 B1. Mathematical reserves B2. Reserves for outstanding claims 1,008,272 7,719 - 1,008,272 7,719 854,753 23,226 1,027 - 1,027 888 C. Technical reserves where the investment risk is borne by the insured - - - - C1. Reserves for contracts whose benefits are linked to investment funds and market indices - - - - C2. Reserves from the operation of pension funds - - - - 1,021,589 - 1,021,589 883,863 B3. Other reserves D. Total technical reserves 103 Section 15 - Group shareholders’ equity - Items 140, 160, 170, 180, 190, 200 and 220 15.1 “Share capital” and “Treasury shares”: composition As at 30 June 2013, the Parent Company’s share capital is €342,646 thousand, representing 50,524,160 ordinary shares. There are 1,502,793 treasury shares in the portfolio as at 30 June 2013, with a countervalue of €5,177 thousand. 15.2 Share capital - number of Parent Company shares: change for the year Items/Type Ordinary shares A. Shares at start of period - Fully paid - Partly paid A.1 Treasury shares (-) A.2 Shares in circulation: opening balance B. Increases B.1 New issues - For consideration: - Business combinations - Conversion of bonds - Exercise of warrants - Other - Bonus issues: - To employees - To directors - Other B.2 Sale of treasury shares B.3 Other changes C. Decreases C.1 Cancellation C.2 Purchase of own shares C.3 Disposal of companies C.4 Other changes D. Shares in circulation: closing balance D.1 Treasury shares (+) D.2 Shares at end of the year - Fully paid - Partly paid 252,620,802 252,620,802 (1,633,747) 250,957,055 7,464,180 7,464,180 (209,399,868) (7,303,226) (202,096,642) 49,021,367 1,502,793 50,524,160 50,524,160 - Item C.4 - “Other changes” relates to the decrease in the number of shares deriving from the grouping operation carried out by the Parent Company on 29 April 2013. 104 Section 16 – Non-controlling interests – Item 210 16.1 Non-controlling interests: composition Items/Values Banking group Insurance undertakings Other entities 30/06/2013 31/12/2012 1. Share capital 13,761 5,880 10 19,651 19,623 2. Share premium reserves 3. Reserves 1,196 (2,551) 503 - 1,196 (2,048) 1,196 (1,388) 15 - - - 15 - 40 - (1,449) 10,972 173 6,556 10 (1,276) 17,538 (610) 18,861 4. (Treasury shares) 5. Valuation reserves 6. Equity instruments 7. Net profit (loss) pertaining to non-controlling interests Total 105 Part C - Information on the consolidated income statement 106 107 Section 1 - Interest - Items 10 and 20 1.1 Interest income and similar revenues: composition Items/Technical forms 1 2 Debt securities Financial assets held for trading Financial assets designated at fair value through profit or loss 3 Financial assets available for sale 4 6 Financial assets held to maturity Due from banks Customer loans 7 8 Hedging derivatives Other assets 5 Total Loans Other 30/06/2013 30/06/2012 50 - 6,949 6,999 2,807 438 - - 72,303 - - 72,303 49,464 7,478 - - 7,478 2,418 1,116 1,489 955 3,600 6,005 306 126,278 - 126,584 161,185 - - 55 55 464 81,691 127,767 7,999 217,457 222,343 - 438 Interest income on impaired customer loans and related impaired assets amounted to €12.8 million at 30 June 2013. 1.4 Interest expense and similar charges: composition Items/Technical forms 1. 2. 3. 4. 5. 6. 7. 8. Debt Due to central banks Due to banks Due to customers Outstanding securities Financial liabilities held for trading Financial liabilities designated at fair value through profit or loss Other liabilities and fund Hedging derivatives Total Securities Other 30/06/2013 30/06/2012 (4,424) (971) (44,498) - (30,378) - (300) (640) (4,424) (971) (44,798) (30,378) (640) (6,389) (7,322) (34,118) (46,039) (1,097) - (14,582) - (367) (1,966) (14,582) (367) (1,966) (14,078) (403) (1,013) (49,893) (44,960) (3,273) (98,126) (110,459) 108 Section 2 – Commissions - Items 40 and 50 2.1 Commission income: composition Types/Values 30/06/2013 a) guarantees issued b) credit derivatives c) management, intermediation and advisory services: 1. trading in financial instruments 2. foreign exchange 3. asset management 3.1 individual 3.2. collective 4. securities custody and administration 5. depository services 6. securities placement 7. order collection 8. advisory services 8.1. investing 8.2. financial planning 9. distribution of third-party services 9.1. asset management 9.1.1. individual 9.1.2. collective 9.2. insurance products 9.3. other d) collection and payment services e) servicing activities for securitisations f) services for factoring transactions g) tax collection services h) management of multilateral trading systems i) holding and management of current accounts j) other services Total 109 30/06/2012 1,873 9,638 7 815 1,193 3,956 1,434 77 77 2,156 282 282 2 1,872 8,573 155 22,586 3,207 2,572 12,427 163 714 1,247 3,009 1,210 43 43 6,041 348 348 3,837 1,856 4,921 132 29,363 2,654 46,032 52,069 2.2 Commission expense: composition Services/Values 30/06/2013 a) guarantees received b) credit derivatives c) management and intermediation services: 1. trading in financial instruments 2. foreign exchange 3. asset management: 3.1 own portfolio 3.2 third-party portfolios 4. securities custody and administration 5. placement of financial instruments 6. off-premises distribution of securities, products and services d) collection and payment services e) other services 30/06/2012 (3,037) (118) (11) (304) (2,604) (1,254) (595) (4,886) Total (4) (2,926) (113) (11) (269) (2,533) (1,329) (428) (4,687) The item “Placement of financial instruments” includes commissions paid toItalina Ministry of Economy and finance. following the granting of the government guarantee on bonds issued by the Parent Company pursuant to Art. 8 of Decree Law no. 201 of 6 December 2011, converted into Law no. 214 of 22 December 2011. Section 3 - Dividends and similar revenues - Item 70 3.1 Dividends and similar revenues: composition 30/06/2013 30/06/2012 Income from Income from units in units in dividends collective dividends collective investment investment undertakings undertakings Items/Gains A. Financial assets held for trading B. Financial assets available for sale Financial assets designated at fair value C. through profit or loss D. Equity investments 228 141 361 268 100 542 - - - - - - - - Total 369 361 368 542 110 Section 4 - Net result on trading - Item 80 4.1 Net result on trading: composition Transactions/Income components Capital gains (A) 1. Financial assets held for trading 1.1 Debt securities 1.2 Equity securities 1.3 Units in collective investment undertakings 1.4 Loans 1.5 Other 2. Financial liabilities held for trading 2.1 Debt securities 2.2 Payables 2.3 Other 3. Other financial assets and liabilities: exchange rate differences 4. Derivatives 4.1 Financial derivatives: - On debt securities and interest rates On equity securities and equity - indices - On foreign currencies and gold - Other 4.2 Credit derivatives Total Trading profits (B) Capital losses (C) Trading losses (D) Net result [(A+B)-(C+D)] 363 33 330 3,595 149 230 (978) (63) (903) (35) (23) (10) 2,945 96 (353) - 3,216 - (12) - (2) - (14) 3,216 - - - - - (10,528) 113,119 113,119 113,117 2,439 2,439 2,439 (111,983) (111,983) (111,979) (2,249) (2,249) (2,249) 12,979 12,979 1,328 2 113,482 6,034 (4) (112,961) (2,284) (2) 11,653 5,396 111 Section 5 - Net result on hedging - Item 90 5.1 Net result on hedging: composition Income components/Values A. A.1 A.2 A.3 A.4 A.5 30/06/2013 Income on: Fair value hedge derivativess Hedged financial assets (fair value) Hedged financial liabilities (fair value) Cash flow hedge derivatives Assets and liabilities in foreign currencies Total income on hedging (A) B. B.1 B.2 B.3 B.4 B.5 Expenses on: Fair value hedge derivatives Hedged financial assets (fair value) Hedged financial liabilities (fair value) Cash flow hedge derivatives Assets and liabilities in foreign currencies Total expenses on hedging (B) C. Net result on hedging (A - B) 30/06/2012 5,456 - 4,761 - 5,456 4,761 (5,590) - (4,840) - (5,590) (4,840) (134) (79) The items reported under income (item A.1) and expense (item B.2) regard asset swap contracts subscribed by the Parent Company to hedge the interest rate risk on government securities in the nominal amount of €120 million, classified as financial assets available for sale. 112 Section 6 - Proift (loss) on disposal or repurchase - Item 100 6.1 Profit (loss) on disposal or repurchase: composition Financial assets 1. Due from banks 2. Customer loans 3. Financial assets available for sale 3.1 Debt securities 3.2 Equity securities 3.3 Units in collective investment undertakings 3.4 Loans 4. Financial assets held to maturity Net profit (loss) Loss Profit 30/06/2012 Net profit (loss) Profit Items/Income components Loss 30/06/2013 223 (223) 43,126 (8,771) 34,355 28,518 (9,470) 19,048 43,126 (8,771) 34,355 27,763 (8,467) 19,296 24 24 731 (1,003) (272) 418 418 Total assets 43,126 (8,771) 34,355 29,159 (9,693) 19,466 Financial liabilities 1. Due to banks 2. Due to customers 3. Outstanding securities Total liabilities 113 604 604 (952) (952) (348) (348) 5,336 (1,021) 5,336 (1,021) 4,315 4,315 Section 7 - Net result on financial assets and liabilities designated at fair value through profit or loss - Item 110 7.1 Net result on financial assets and liabilities designated at fair value through profit or loss: composition Gain on realisation (B) Capital gains (A) Transactions/Income components 1. Financial assets 1.1 Debt securities 899 899 - 1.2 Equity securities - - 1.3 Units in collective investment undertakings - - 1.4 Loans - - 26,783 26,783 376 376 2.2 Due to banks - - 2.3 Due to customers - - 3. Financial assets and liabilities in foreign currency: exchange rate differences - - 21,457 49,139 376 2. Financial liabilities 2.1 Debt securities 4. Credit and financial derivatives Total Capital losses (C) Loss on realisation (D) - - 899 899 - - - - - - (503) (503) 25,899 25,899 - - - - - - (503) (11,619) 15,179 (757) (757) (33,076) (33,833) Net result [(A+B)(C+D)] Section 8 - Net impairment losses - Item 130 8.1 Net impairment losses on loans: composition Writedowns (1) Writebacks (2) A. Due from banks - Loans - Debt securities B. Customer loans Purchased impaired positions - Loans - Debt securities Other loans - Loans - Debt securities C. Total Portfolio Other Writeoffs Specific Transactions/Income components Specific A B (2,544) (181,550) (8,199) 18,873 55,743 (2,544) (181,550) (8,199) 18,873 55,743 (2,544) (181,550) (8,199) 18,873 55,743 114 Portfolio A B - 30/06/2013 (3) = (1)- 30/06/2012 (2) - (117,677) (117,677) (117,677) (57,211) (57,211) (57,211) 8.2 Net impairment losses on financial assets available for sale: composition Writebacks (2) Specific Specific Transactions/Income components A. Debt securities 30/06/2013 (3) = (1)-(2) Other Writeoffs Writedowns (1) A B. Equity securities - - C. Units in collective investment undertakings - - D. Loans to banks E. Loans to customers F. Total B - - - - - - - - - - - - - - - - - - - - 30/06/2012 - (3,12) - (3,304) - (88) - - - - - (6,512) Key A = Interest B = Other writebacks 8.4 Net impairment losses on other financial transactions: composition Writedowns (1) Other Writeoffs Transactions/Income components Specific Portfolio Specific Writebacks (2) Portfolio 30/06/2013 (3)=(1)-(2) A B A 30/06/2012 B A. Guarantees issued B. Credit derivatives C. Commitments to disburse funds D. Other transactions - (331) (2) - (220) (3) - - 140 - - - (411) (5) - (3,379) (416) - E. Total - (333) (223) - 140 - - (416) (3,795) Key A= interest B = other writebacks 115 Section 9 - Net premiums - Item 150 9.1 Net premiums: composition Premiums from insurance operations Direct A. Life insurance A.1 Gross premiums written (+) A.2 Premiums ceded in reinsurance (-) A.3 Total B. Non-life insurance B.1 Gross premiums written (+) B.2 Premiums ceded in reinsurance (-) B.3 Change in gross unearned premium reserve (+/-) B.4 Change in technical reserves attributable to reinsurers (-/+) B.5 Total C. Total net premiums 116 Indirect 30/06/2013 30/06/2012 183,985 (41) 183,944 - 183,985 (41) 183,944 63,412 (40) 63,372 919 (199) 440 7 1,167 - 919 (199) 440 7 1,167 703 (173) 411 (18) 923 185,111 - 185,111 64,295 Section 10 - Net other income (expense) from insurance activities - Item 160 10.1 Net other income (expense) from insurance activities: composition Items 30/06/2013 1. Net change in technical reserves 2. Accrued claims paid during the year 3. Other income and charges from insurance operations Total 30/06/2012 (159,724) (40,997) (38,038) (34,798) (661) (409) (198,423) (76,204) Section 11 - Administrative expenses - Item 180 11.1 Personnel expenses: composition Type of expense/Sector 30/06/2013 1) Employees a) wages and salaries b) social security contributions c) termination pay d) pensions e) allocation to employee termination pay provision f) allocation to provision for pensions and similar commitments: - defined contribution - defined benefit g) payments to external pension funds: - defined contribution - defined benefit h) costs in respect of agreements to make payments in own equity instruments i) other employee benefits 2) Other personnel 3) Board of Directors and Board of Auditors 4) Retired personnel Total 117 30/06/2012 (57,263) (41,282) (11,081) (2,311) (28) (847) (64) (64) (1,290) (69) (1,221) (61,675) (43,708) (11,840) (2,134) (12) (981) (1,393) (67) (1,326) - - (360) (266) (1,498) - (1,607) (290) (1,643) - (59,027) (63,608) 11.5 Other administrative expenses: composition 30/06/2013 - building lease expense - ordinary maintenance - other property expenses - postal and telephone expenses - electricity, heating and water - machinery and software leasing - data processing - systems assistance and software leasing - advertising and entertainment - legal and notary services - sundry services and consulting - subscriptions - transport - collection of information and enquires - insurance undertakings - security - cleaning - charity and other donations - office supplies and printing - association and union dues - general expenses - other administrative expenses - indirect taxes and duties Total 30/06/2012 (7,843) (945) (1,914) (1,416) (808) (8,359) (600) (1,169) (1,809) (2,999) (7) (487) (5,883) (1,180) (10) (2,172) (1,584) (601) (9,267) (619) (1,514) (1,799) (2,896) (4) (538) (1,259) (131) (346) (887) (161) (749) (528) (3,453) (2,798) (10,085) (1,697) (91) (595) (825) (512) (390) (1,059) (1,114) (3,411) (6,759) (48,753) (44,550) Section 12 - Net provisions for risks and charges - Item 190 12.1 Net provisions for risks and charges: composition 30/06/2013 Payment of damages and bankruptcy revocatory actions (15) Items/Values - Accrual for the period - Use for the period Total 30/06/2012 Legal disputes (1,511) Payment of damages and Other bankruptcy revocatory actions (251) (57) Legal disputes Other (482) (253) 178 77 23,769 627 - - 163 (1,434) 23,518 570 (482) (253) 118 The item “Use for the period” includes the reversal of provisions made to incorporate additional writedowns which emerged following the inspection carried out by the Supervisory Authorities, subsequent to approval of the 2012 draft financial statements at the meeting on 15 March 2013, which were allocated to the individual items, for technical reasons, in the first half of 2013. Section 13 - Net writedowns/writebacks of property, plant and equipment - Item 200 13.1. Net writedowns/writebacks of property, plant and equipment: composition Items/Income components Net writedowns (a+b-c) Depreciation (a) Writedowns for impairment (b) (1,975) (1,773) (202) - - - (1,975) (1,773) (202) - (1,975) - - (1,975) A. Property, plant and equipment A.1 Owned - Operating assets - Investment property A.2 Acquired under finance leases - Operating assets - Investment property Total Writebacks (c) Section 14 - Net writedowns/writebacks of intangible assets - Item 210 14.1 Net writedowns/writebacks of intangible assets: composition Depreciation (a) Items/Income components A. Intangible assets A.1 Owned - developed internally - Other A.2 Acquired under finance leases Total (1,510) (1,510) (1,510) 119 Writedowns for impairment (b) Writebacks Net writedowns (c) (a+b-c) - - (1,510) (1,510) (1,510) Section 15 - Other operating expenses and income - Item 220 15.1 Other operating expenses: composition 30/06/2013 Reductions in assets not otherwise allocated Out-of-period expenses not otherwise allocated Robbery and theft Amortisation of expenditures for leasehold improvements Settlement of disputes and claims Other expenses Consolidation adjustments Total 30/06/2012 (22) (23) (432) (473) (1,790) (406) (8) (269) (34) (600) (277) (2,111) - (3,146) (3,299) 15.2 Other operating income: composition 30/06/2013 Out-of-period income not otherwise allocated Rental income Recovery of taxes and duties Recovery for services provided to group companies Recovery of legal and notary costs Recovery of postal expenses Other income Consolidation adjustments Total 35 284 6,821 17 2 4,732 4,337 21 16,249 30/06/2012 135 407 5,496 4 71 812 4,307 183 11,415 Section 20 - Income taxes on current operations for the period - Item 290 20.1 Income taxes on current operations for the period: composition Income components/Sectors 1. 2. 3. 3.bis 4. 5. 6. Current taxes (-) Changes in current taxes from previous periods (+/-) Reduction of current taxes for the period (+) Reduction of current taxes for tax credits as per Law no. 214/2011 (+) Change in deferred tax assets (+/-) Change in deferred tax liabilities (+/-) Taxes for the period (-) (-1+/-2+3+/-4+/-5) 120 30/06/2013 (38,258) 565 40,924 (9,619) (2,674) (9,062) 30/06/2012 (12,555) 2,960 3,860 (5,735) Section 24 - Earnings per share 24.1 Basic and diluted earnings per share The following table reports basic and diluted earnings per share at 30 June 2013. As envisaged in paragraph 10 of IAS 33, the value for basic earnings per share was calculated by dividing the net profit or loss attributable to holders of ordinary shares of the Parent Company by the weighted average number of ordinary shares in circulation. Attributable income Basic EPS Weighted average ordinary shares 549 149,989,211 121 Earnings per share 30/06/2013 31/12/2012 0.004 (2.23) 122 Part D - Consolidated comprehensive income 123 124 Detailed breakdown of consolidated comprehensive income Gross amount Items 10. 20. 30. 40. 50. 60. 70. 80. 90. 100. 110. 120. 110. Income tax Net profit (loss) for the period Other income components with no reversal to income statement Property, plant and equipment Intangible assets Actuarial gains (losses) on defined benefit plans Non-current assets classified as held for sale Share of valuation reserves of equity investments accounted for using equity method Other income components with reversal to income statement Hedging of investments in foreign operations a) fair value changes b) reversal to income statement c) other changes Foreign exchange differences a) value changes b) reversal to income statement c) other changes Cash flow hedges a) fair value changes b) reversal to income statement c) other changes Financial assets available for sale a) fair value changes b) reversal to income statement - impairment adjustments - realised gain/loss c) other changes Non-current assets classified as held for sale a) fair value changes b) reversal to income statement c) other changes Share of valuation reserves of equity investments accounted for using equity method a) fair value changes b) reversal to income statement - impairment adjustments - realised gain/loss c) other changes Total other income components 120. Comprehensive income (items 10+110) Net amount (727) (2,173) 592 (1,581) (36,954) (19,179) (17,775) (17,775) - 11,791 5,913 5,878 5,878 (25,163) (13,266) (11,897) (11,897) (39,127) 12,383 (26,744) (27,471) 130. Consolidated comprehensive income pertaining to non-controlling interests Total comprehensive income pertaining to shareholders of the Parent 140. Company 125 (1,301) (26,170) 126 Part E - Information on risks and related hedging policies Note: as provided for under the provisions of Bank of Italy Circular no. 263 of 27 December 2006, Title IV, the disclosures under the Third Pillar of the Basel II will be published on the website of the Parent Company, Banca Etruria, at: www.bancaetruria.it/Investitori/BasileaII-PillarIII 127 128 Risk Management Being able to identify and carefully manage the risks to which the Group is potentially exposed is an essential element of assuming such risks as well as effectively managing them in order to limit the volatility of performance. Therefore, consistent with the supervisory regulations, Bank of Italy Circular no. 263 of 27 December 2006 “New Regulations for the Prudential Supervision of Banks”, the Banca Etruria Group has implemented a process to bring all its companies into compliance with these regulations, each according to its own needs, in order to achieve integrated risk management at the Group level. Banca Etruria is the company that contributes the most to the composition of the consolidated financial statements; therefore the activities involved in risk measurement, management and control and the related hedging policies refer for the most part to the Parent Company. The Board of Directors of the Banca Etruria, as Parent Company, sets the strategic guidelines and risk management policies for the Banking Group, taking into account the particular operational needs and risk profiles of each Group company. It also establishes the general guidelines for measuring capital adequacy with respect to the risks assumed, sees that they are adjusted in a timely manner with regard to significant changes in the strategic guidelines, the organisational structure and the operating environment and promotes the full use of the results in setting strategies and in making business decisions. Moreover, the Bank is responsible for setting a culture of risk awareness in the various Parent Company functions as well as in the subsidiaries. The Board of Directors assesses the adequacy, effectiveness and efficiency of the internal control and risk management systems, including specific aspects concerning identification of the main company risks, with the support of the Control and Risks board committee. The General Manager has overall responsibility for the establishment and maintenance of an effective risk management and control system, in implementation of the strategic and operational guidelines established by the Board of Directors. The Risk Committee, the collegial technical body through which the Board of Directors implements its strategic and operational guidelines, meets at least monthly or whenever the General Manager should deem it necessary to call a meeting. The Committee is responsible for ensuring that risk measurement methods are effective on an on-going basis and for analysing all components of company and Group risks on a current, prospective and operational basis. In this framework, the Risk Committee provides the Board of Directors with information to be used in conducting systematic and specific assessments of the Group's exposures, recommending uniform and consistent criteria and guidelines for lending, asset and capital allocation and the prevention and management of large exposures at the Group level to the Board of Directors. As regards the Internal Capital Adequacy Assessment Process (ICAAP), among other things the committee ensures that it is compliant with strategic policies, updating the process to ensure full consistency with the operational characteristics of the Bank and the Group and the strategic context in which they operate. A specific Risk Management area, which reports directly to senior management, has been operational within Banca Etruria since 2005. It supports top management in the integrated management of risks. The Central Planning, Risk and Compliance Department supervises the correct implementation of risk management models, promoting a culture of risk awareness at the Group level, develops and implements methodologies and tools for identifying, assessing, managing, controlling and reporting the risks faced by the company and the Group, in order to minimise exposure to credit, market and operational risks and all other risks identified under the Second Pillar. In this regard it is responsible for the measurement and integrated control of risks through the monitoring and analysis of the Bank's overall risk exposure. Among its duties, the Central Planning, Risk and Compliance Department is charged with calculating the capital requirement for operational risks and contributing to the calculation of the capital requirements for credit and market risks. Furthermore, the Central Planning, Risk and Compliance Department 129 defines the stress scenarios and the methodologies behind the related tests. The Risk Committee is responsible for assessing the adequacy of the stress tests and the related methodologies, reporting their findings to the Board of Directors. To calibrate the stress scenarios, the Central Planning, Risk and Compliance Department considers the proportionality principle ratified by governing regulation, preparing models that subject the key parameters to stress conditions that reflect the dynamics of the individual risks independently identified and considered relevant for the stress tests, based on the operational dimensions of the Group, the level of sophistication of its operations, the specific characteristics of the portfolios, types of exposure and related risk sources. The results of the stress test analyses are included in management reporting. The section of the Central Planning, Risk and Compliance Department that deals with Group risks is currently made up of two sections: Financial and Operational Risks and Capital Management and Credit Risk, with a total staff of 11 as well as the central department head, who takes on the role of Risk Manager. 130 SECTION 1 - BANKING GROUP RISKS 1.1 - CREDIT RISK QUALITATIVE DISCLOSURES 1. General aspects In general, within the framework of the Banca Etruria Group’s strategic approach, efforts have focused on improving the quality of its loan portfolio, pursuing the following priority lines of action: • selective growth of lending and strengthening the asset profile by focusing expansion on the Retail segment and secured lending; • reduction of the concentration of lending by reducing the exposures of the main customer positions; • reduction of the cost of credit; • differentiation of initiatives based on the risk profile of the customer’s segment and geographic area. Beginning in 2008, for the credit risk component, the Group companies began using the Basel II methodology, consistent with governing regulation, with the aim of initially adopting the standardised approach and then evaluating whether to gradually move towards the application of more advanced methods envisaged in the applicable regulations, subject to authorisation by the Bank of Italy. During the first half of 2013, the activities envisaged under the standardised approach continued, with specific regard to the tools for calculating and monitoring capital requirements while consolidating and further enhancing the efficiency of internal guarantee management processes for the purpose of applying credit risk mitigation techniques. In line with Group strategies, the internal rating system is used by Banca Federico Del Vecchio SpA and Banca Popolare Lecchese SpA, as well as at the Parent Company, and has been integrated into the key business processes. As regards the probability of default of loans from Group banks, the values measured at 30 June 2013 using a model developed internally were equal to 3.61% for the retail segment and 5.22% for the corporate segment. Compared to the previous year, these values increased for both the Retail segment and, to an even greater degree, the Corporate segment, reflecting the continuing economic crisis. Finally, Banca Etruria and Banca Federico Del Vecchio SpA are currently implementing the 2013 Credit Plan, prepared annually and resolved by the boards of directors of each of the two banks. More specifically, starting in 2010, lending policies and those for initiatives to expand lending and govern credit risk were established as part of the new budgeting process based on an integrated analysis by the various areas involved. It aims, on the one hand, to implement the strategies set out in the Business Plan and, on the other hand, to establish the guidelines for commercial and lending policies and determine how these actions impact performance and the financial position. 131 2. Credit risk management policies 2.1 Organizational aspects The need for adequate credit risk control systems is not only driven by the need to ensure that the Bank's activities comply with Basel II: it is also a response to operational opportunities that cannot be postponed. Regular studies are conducted concerning the economic situation and analysis of the strengths and weaknesses of the various industry segments. These findings are then used as the basis for adopting specific techniques for measuring credit risk. The Bank’s Capital Management and Credit Risk unit is responsible for developing and maintaining the internal rating system and the management tools for estimating and monitoring capital requirements. The goal is to foster greater awareness of the risks connected with lending activities, with an emphasis on managing and monitoring such risks more effectively. The Capital Management and Credit Risk unit continuously carries out training for the commercial network of Group banks regarding both the key characteristics of the internal rating system as well as the fundamental principles of the Basel II Agreement, in order to promote a business culture that is increasingly aware of the management, monitoring and reduction of credit risk. 2.2 Management, measurement and control systems The banks of the Banca Etruria Group have classified customers in specific segments in accordance with the criteria of the internal rating system, as follows: Private consumer, small business, SMEs, corporate, financial companies, and institutions. Customers have also been grouped into eight ratings grades (from “AAA” to “CC”) in which all “performing” assets have been classified, as well as three grades for assets in default, which are given ratings of “C+” (past-due loans), “C” (non-performing loans) and “D” (doubtful loan). This classification and internal rating process for individual customer positions, which was also introduced with a view to assessing the possibility of gradually transitioning to the advanced Basel II approaches, subject to Bank of Italy authorisation, is of considerable operational importance, as it enables us to carry out constant control and monitoring of the credit quality of the portfolios of the individual Group banks. The use of operational capital requirement estimation tools for Group banks also makes it possible to conduct regular stress analyses, as well as to constantly monitor the eligibility of collateral and other guarantees. The Risk Committee and the Board of Directors of the Parent Company Banca Etruria regularly receive an analysis of the Group’s credit risk situation based on the output of the operational risk management tools used. The analysis of the individual Group banks is reviewed by their respective boards of directors. Finally, the other Group banks carry out targeted internal checks of lending activities in compliance with specific sector regulations and in line with the guidelines issued by the Parent Company. 132 2.3 Credit risk mitigation techniques In order to reduce the risks inherent in granting credit to customers, the risk of the various positions is mitigated using funded credit protection (mortgages and pledges of collateral) and unfunded credit protection (sureties) and insurance guarantees, which are an essential means of covering credit risk. Guarantees are requested on a selective basis in relation to the borrower's credit rating and the type of transaction in order to reduce credit risk, considering their impact in terms of capital requirements. In addition, during the first half of 2013 the process of updating the database of property securing mortgage loans to customers continued in order to verify compliance with the statutory eligibility requirements for each type of guarantee pledged and enable the use of credit risk mitigation techniques to reduce capital requirements. During the first half of the year, work continued on the large project to organise and align previous mortgage guarantees, which began in the last part of 2012. Moreover, the process of managing financial collateral and insurance guarantees was consolidated, specifically for financial collateral, and, effective 31 December 2012, the Bank switched from the “simplified” to the “complete” methodology as part of the process of moving to more advanced management methods. The process of optimising efficiency for the area related to guarantee consortiums also continued and the management process regarding counter-securities issued by the MCC fund and guarantees obtained for “cessione del quinto” loans, repaid through automatic salary or pension deductions, was implemented. 2.4. Impaired financial assets Management of impaired positions, an activity carried out at the Parent Company, Banca Federico Del Vecchio SpA and Banca Popolare Lecchese SpA, is performed by units specifically responsible for monitoring credit positions and identifying any problem loans. These units collaborate with the Parent Company units, which are responsible for assessing the degree of impairment, which is translated into a specific classification of the position involved. Once impairment status has been defined, position managers coordinate with the commercial network to bring the positionsback to performing status where possible. Where this proves to be impossible, the exposures are classified as impaired positions and specific action is taken to safeguard the credit position. Impaired positions (doubtful loans, non-performing loans, positions past-due/overlimit by more than 90 days and restructured positions) are managed and monitored with the support of specific technical and organisational procedures, structured in relation to the degree of impairment of the positions. In addition to ensuring accurate classification, these enable constant monitoring of the situation. This activity involves: • taking appropriate steps to return the positions to normal status, assessing - in the light of the degree of difficulty involved - possible loan workout plans, revision of the loan positions and conditions, etc.; • pursuing payment of arrears and reduction of over limit borrowing also through the engagement of external companies specialised in dunning procedures and door-to-door collection; • assessing the results achieved and, in the event of failure, taking appropriate decisions; • evaluating, on the basis of the aging of the arrears, compliance with agreed loan workout plans and any supervening adverse events with an impact of accurate classification of the positions. 133 In order to prevent problems arising as a result of the deterioration of positions, monitoring is conducted for positions past-due/overlimit by more than 31 days. Exposures to borrowers in a situation of temporary difficulty that can reasonably be expected to be remedied in an appropriate period of time are classified as non-performing loans. Impaired positions can be restored to performing status once the reasons for their classification as impaired no longer obtain. Loans are classified as doubtful where the borrower is in a state of insolvency; in this case the dedicated central unit: • manages the positions, also with the use of external legal counsel to undertake judicial action against the borrower and any related guarantors; • engages specialised loan collection companies; • assesses recovery forecasts and periodically verifies the appropriateness of the forecasts. Beginning in November 2012, after the merger of ConEtruria SpA into Banca Etruria, a specialised unit was established within the Bank’s Central Loan Department to monitor private customers at the first signs of irregularities with the loans. This unit, as part of a thorough analysis, identifies the positions to be assigned to external management and those that will be monitored from within the Bank through a team of specialists who design a “personalised” solution for the resolution of the issue. QUANTITATIVE DISCLOSURE A. CREDIT QUALITY A.1 IMPAIRED AND PERFORMING CREDIT EXPOSURES: STOCKS, WRITEDOWNS, CHANGES, DISTRIBUTION BY SECTOR AND GEOGRAPHICAL AREA A.1.3 Banking group - On-balance-sheet and off-balance-sheet credit exposures to banks: gross and net values Gross exposure Type of exposures/Notes A. On-balance-sheet exposures a) Bad debts b) Substandard loans c) Restructured positions d) Past-due positions e) Other assets Specific adjustment Portfolio adjustment Net exposure TOTAL A 453,642 453,642 - - 453,642 453,642 TOTAL B 87,332 87,332 - - 87,332 87,332 TOTAL (A+B) 540,974 - - 540,974 B. Off-balance-sheet exposures a) Impaired b) Other 134 A.1.6 Banking group - On-balance-sheet and off-balance-sheet credit exposures to customers: gross and net values Gross exposure Type of exposure/Values A. On-balance-sheet exposures a) Bad debts b) Substandard loans c) Restructured positions d) Past-due positions e) Other assets Specific adjustments Portfolio adjustments Net exposure TOTAL A 1,389,571 848,309 54,402 230,252 12,967,274 15,489,808 (733,890) (143,282) (13,270) (9,838) (900,280) (22,305) (22,305) 655,681 705,027 41,132 220,414 12,944,969 14,567,223 TOTAL B TOTAL (A+B) 57,763 536,983 594,746 16,084,554 (581) (581) (900,861) (754) (754) (23,059) 57,182 536,229 593,411 15,160,634 B. Off-balance-sheet exposures a) Impaired b) Other B.4 Large exposures (in accordance with supervisory regulations) Items/Values A. Large exposures B. Zero-weighted positions Total large exposures (A-B) Number 4 3 1 30/06/2013 31/12/2012 Nominal Weighted Nominal Weighted value value value Number value 8,041,785 20,748 4 5,292,597 97,614 7,946,152 3 5,191,481 95,633 20,748 1 101,116 97,614 135 C. SECURITISATIONS AND ASSET DISPOSALS Banca Etruria Group include 5 securitisation transactions of performing loans carried out in recent years through specific special-purpose vehicles (SPV), established in accordance with Law 130/1999. More specifically, Mecenate Srl (“Mecenate”), a Banca Etruria Group company, is the vehicle company through which the four securitisation transactions of performing residential mortgages were completed, of which three are currently on the books (Mecenate 2007, Mecenate 2009 and Mecenate 2011). The May 2007 transaction was carried out to optimise loan portfolio management and diversify funding sources. The purpose of the January 2009 transaction was to diversify and expand funding sources by transforming assigned loans into securities eligible for refinancing. The Mecenate 2011 transaction is intended to diversify medium/long-term funding sources and diversify the management of funding costs. Each securitised portfolio is managed separately and individually, with its own regulations governed by the specific contracts of each securitisation signed with the parties. Etruria Securitisation SPV Srl (“Etruria SPV”) is the special-purpose vehicle through which performing mortgages, real estate loans and unsecured loans disbursed by Banca Etruria to small and medium-sized companies were securitised in October 2012. The transaction was designed to allow for a more flexible management of assets and to increase the liquidity profile. The different type of securitised assets, as compared to the previous transactions, made it opportune to establish a new special-purposes vehicle (pursuant to Law 130/99), named Etruria Securitisation SPV Srl, with registered office in Italy, whose share capital is held by a sole shareholder, Stichting Etruria, with registered office in the Netherlands and subject to Dutch law. Lastly, AULO SPV Srl (“AULO SPV”) was established in May 2013 for the securitisation of loans held by Banca Etruria as at 31 May 2013, deriving from contracts for personal loans, consumer credit, “cessione del quinto” loans with repayment through automatic salary or pension deductions and other loans with repayment through automatic salary deductions (“deleghe di pagamento” or “DP”). With this transaction, completed in July 2013, Banca Etruria reinforced its liquidity position by fully refinancing all unsecured senior maturities issued in relation to the EMTN program and still outstanding in the institutional market. All of the aforementioned transactions were carried out pursuant to and in accordance with the regulations set out in Art. 4 of Law 130 and Art. 58 of the Banking Act. Each transaction was advertised individually, through a notice published in the Official Italian Gazette within the timeframes established by regulations. Furthermore, each borrower was notified of the transaction through a dedicated personal communication. Mecenate Srl assigned Banca Etruria (i) a Servicing Agreement for each of the 2007, 2009 and 2011 portfolios of securitised mortgages; (ii) a Corporate Services Agreement; and (iii) an Agency and Account Agreement for current accounts related to the collection of securitised loans in reference to each portfolio. Similarly, Etruria SPV and AULO SPV assigned Banca Etruria, each for its respective portfolio, a Servicing Agreement, a Corporate Services Agreement and an Agency and Account Agreement for current accounts related to the collection of securitised loans. 136 Hence, Banca Etruria continues to maintain direct relationships with customers whose mortgages and loans were securitised. C.1 SECURITISATIONS QUALITATIVE DISCLOSURES C.1.1 BANCA ETRURIA/MECENATE SRL SECURITISATIONS 1. Securitisation of performing home loans - 2007 On 29 March 2007, Banca Etruria assigned without recourse a portfolio of performing loans, and the legal relationships, consisting of 8,083 mortgage and real estate loans disbursed to private customers during the period 31 March 1998 to 30 June 2006, with a total value of €633 million, to Mecenate Srl (“Mecenate 2007 Portfolio”). In terms of the geographical location of the borrowers, 98.34% of the portfolio was concentrated in central Italy, of which 59.48% in Tuscany and 23.98% in Lazio. On 11 May 2007, Mecenate issued bonds totalling €633 million (listed on the Irish Stock Exchange), €630.1 million of which was rated, all floating-rate with quarterly coupons and final maturity in 2048. The Class D bonds were subscribed entirely by Banca Etruria. Nominal value at issue Tranches Class A Class B Class C Class D Total (€ millions) 577.85 13.60 39.75 1.89 633.10 % composition Rating Spread Moody's Fitch 91.27 Aaa AAA 13bp 2.15 Aa2 AA25bp 6.28 Baa2 BBB 57bp 0.30 unrated unrated 200bp 100.00 Banca Etruria granted Mecenate Srl a loan of €15 million, €50 thousand of which was used to establish a specific Expenses Account, and €14.924 million to establish the Cash Reserve. The Cash Reserve, which represents a guarantee for the investors in the Mecenate bonds, is equal to 2.87% of the bonds issued as part of the securitised portfolio in 2007 and totals €18.2 million. As set forth in the agreement, the Class A securities began being redeemed (repaid) in January 2009. The total nominal value is currently approximately €139 million (22 July 2013). In July 2013, the portfolio of securitised loans still outstanding had a principal balance of roughly €207.2 million, while the total amount of the securities came to about €194.2 million. During 2011, in order to comply with the Operational Risk Criteria regulation issued by Moody’s Agency and to ensure an adequate rating on the notes, Mecenate appointed Cassa di Risparmio di Volterra as the Back-Up Servicer for the Mecenate 2007 Portfolio transaction. 137 With its note dated 20 July 2011, Moody’s confirmed the rating attributed to Class A as “Aaa” and to Class B as “Aa2”. Nevertheless, following the downgrade of Italy’s sovereign rating by Moody’s and in line with the guidelines of the rating agency, on 21 February 2012 the latter reduced the maximum rating that can be assigned to RMBS bonds issued in securitisations of residential mortgage loans originated in Italy. Consequently, for more than 220 “most senior” classes of Italian RMBS, the rating was reduced from “Aaa” and “Aa1” to “Aa2”, the highest rating assignable by Moody's given the conditions in Italy. The notes rated Aaa by Moody’s issued by Mecenate 2007 Portfolio were therefore downgraded, specifically, Class A was rated “Aa2” effective 21 February 2012. Subsequently, on 13 July 2012, Moody's once again lowered its rating on Italian government bonds from A3 to Baa2, and as a result, set the maximum rating attainable for bonds from Italian issuers at A2. This resulted in an automatic lowering of the rating attributed to Italian RMBS and ABS issues, which affected Class A and Class B of the Mecenate 2007 Portfolio, reducing its rating to “A2” effective 2 August 2012. With its note dated 26 June 2013, Moody’s announced that it had assigned a “Baa2” rating to Class C, which was placed under review for a potential downgrade in March 2013. On 6 March 2013, the Fitch ratings agency: - confirmed the rating attributed to Class A as “AAAsf” with a Negative Outlook; - confirmed the rating attributed to Class B as “AAsf” with a Stable Outlook; - confirmed the rating attributed to Class C as “BBBsf” with a Negative Outlook. On 11 March 2013, Fitch lowered the rating assigned to 103 classes of securities issued by Italian special-purpose vehicles as part of the securitisation programme following the downgrade of Italy’s rating to BBB+. As a result, the maximum rating that can be attained by all Italian RMBS issues is “AA+sf”. This review resulted in the automatic adjustment of Fitch’s rating of Mecenate 2007 Class A from “AAAsf” to “AA+sf”. 2. Securitisation of performing home loans - 2009 On 7 January 2009, Banca Etruria completed the assignment without recourse of performing receivables in respect of a portfolio of home, real estate and mortgage loans through the transfer to Mecenate. The transaction regarded 6,026 loans to private customers worth a total of €497 million (“Mecenate 2009 Portfolio”). Geographically, 49.90% of the loans are in the region of Tuscany and 29.28% in the region of Lazio. Following the acquisition of the loans and execution of the aforementioned contracts, on 2 February 2009 Mecenate issued bonds (RMBS) worth a total of €497 million, subdivided into three classes, two of which are rated by Fitch Ratings. The securities issued by the “Mecenate 2009 Portfolio” have the following characteristics: 138 Nominal value at issue Tranches Class A Class B Class C Total % composition (€ millions) 401.3 82.7 13.0 497.0 80.74 16.65 2.61 100.00 Rating Spread Fitch Moody’s AAA Aaa 20bp BBB50bp unrated 150bp All the securities mature in 2047 and have been fully subscribed by Banca Etruria against payment of the assignment price. The rated securities are listed on the Dublin Stock Exchange. The Class A notes were entered in the list of securities eligible for use in refinancing transactions with the ECB. Their eligibility was confirmed by the Bank of Ireland. In order to be eligible to use the senior securities in refinancing transactions with the ECB under rules that came into force in March 2011, on 20 January 2011 the Class A securities obtained a second rating of “Aaa” from Moody’s. Following the issue of the rating, and in compliance with Moody's Global Structured Finance Operational Risk Criteria, Cassa di Risparmio di Volterra was appointed as Back-up Servicer for the Mecenate 2009 Portfolio and the Cash Reserve was increased from €10.4 million to €21.2 million. Additionally, a number of amendments were made to the contract terms and conditions to ensure the conformity of the securitisation documentation with the requirements above and the fact that the Class A notes have a second rating. Class A began to be redeemed in October 2010, 18 months after issue. The outstanding nominal balance of the securities currently amounts to approximately €230.7 million (July 2013), including €135 million relating to Class A. At 6 July 2013 (observation date) the portfolio of securitised loans still had a principal amount outstanding of €238.6 million. On 6 March 2013, Fitch announced the rating of the two Classes A and B of the RMBS as “AAAsf” and Stable Outlook for Class A and “BBB-sf” and Negative Outlook for Class B. Following the downgrading of the Italian sovereign rating assigned by Moody’s discussed in the previous section 1., the rating of the Class A series of the Mecenate 2009 Portfolio was also reduced to a level of “Aa2”, effective 21 February 2012. The subsequent maximum rating limit set on 13 July 2012 by Moody’s for Italian bonds for the A2 level, as discussed in paragraph 1 above, resulted in a further reduction of the rating level for the Class A series of the Mecenate 2009 Portfolio, which is now rated “A2”. Likewise, Fitch revised Italy’s rating in March 2013, as discussed in paragraph 1 above. This downgrade resulted in an automatic adjustment of the Class A rating to “AA+sf”, the highest assignable rating. 3. Securitisation of performing home loans - 2011 On 7 June 2011, Banca Etruria completed the assignment without recourse of performing receivables in respect of a portfolio of home, real estate and mortgage loans through the transfer to Mecenate Srl. The transaction regarded 3,877 loans to private customers worth a total of €465.8 million (“Mecenate 2011 Portfolio”). Geographically, 43.9% of the loans are in the region of Tuscany and 27.3% in the region of Lazio. Following the acquisition of the loans and execution of the aforementioned contracts, on 26 July 2011 Mecenate issued bonds (RMBS) worth a total of €465.8 million, subdivided into four classes, three of which are rated by Fitch Ratings and Moody's. 139 140 The securities issued by the “Mecenate 2011 Portfolio” have the following characteristics: Tranches Class A1 Class A2 Class A3 Class Z (junior) Total Nominal value at issue(€ millions) 160.000 90.000 99.400 116.406 465.806 % composition 34.35 19.32 21.34 24.99 100.00 Rating Fitch Moody’s AAA Aaa AAA Aaa AAA Aaa unrated unrated Spread per year/Step-up in Oct 2016 (3m Eur + spread) 190bp/380bp 225bp/445bp 35bp 150bp All the securities mature in 2060 and have been fully subscribed by Banca Etruria against payment of the assignment price. The rated securities are listed on the Dublin Stock Exchange. The Class A notes were entered in the list of securities eligible for use in refinancing transactions with the ECB. Class A1 and Class A2 have a step-up and call clause beginning in October 2016. Banca Etruria also granted Mecenate a loan of €17.5 million to establish the Cash Reserve, used as collateral in respect of the creditors of Mecenate to meet their claims in the event the flow of repayments on the loans is not sufficient to do so, and to establish an Expenses Account of €50 thousand. In accordance with the rules introduced with CDR2, Article 122, as also provided for in the New Regulations for the Prudential Supervision of Banks (update of 28 January 2011), Banca Etruria declared its intention to subscribe at least 5% of the RMBS and continue to comply with that requirement for the entire duration of the operation. At 6 July 2013 (observation date) the portfolio of securitised loans still had a principal amount outstanding of €399.1 million. Following Moody’s downgrade of the Italian sovereign rating mentioned above in paragraph 1, Classes A1, A2 and A3 of the Mecenate 2011 Portfolio were reduced and, effective 21 February 2012, carried a rating of “Aa2”. Subsequently, on 2 August 2012, the rating was further downgraded to “A2”. With its note dated 26 June 2013, Moody’s announced that it had assigned an “A2” rating to Class A3, which was placed under review for a potential downgrade in March 2013. On 6 March 2013, Fitch confirmed the rating for the three classes A1, A2 and A3 as “AAAsf” with a Negative Outlook. As noted above in paragraph 1, following Fitch’s downgrade of Italy, the rating of the three Mecenate 2011 Senior Classes was automatically reduced to “AA+sf”. After redemptions made, Class A1 currently amounts to €92.1 million. The Mecenate 2011 Portfolio transaction was initially structured as a public operation, involving the sale of Classes A1 and A2 on the institutional market. However, when the closing (July 2012) was approaching, Banca Etruria decided to purchase all of the Classes issued by the special-purpose vehicle in consideration of negative market trends. 141 On 4 December 2012, as set out in the notes’ conditions, it was possible to sell Class A1 to an institutional investor, at a price equivalent to 100.10%, for the total countervalue of €115.645 million. This transaction enabled a net recovery of liquidity of roughly €27 million, calculated as the difference between the amount received from the sale and the countervalue recognised by the ECB on the REPO transaction, to which recourse is normally made. Cassa di Risparmio di Volterra SpA was appointed as the Stand-by Servicer for the Mecenate 2011 Portfolio transaction. 4. Securitisation of performing mortgages, real estate loans and unsecured loans to small and medium business - 2012 On 12 July 2012, Banca Etruria assigned without recourse a portfolio of performing receivables consisting of 4984 contracts of mortgage, real estate and unsecured loans disbursed during the period 31 July 1998 (inclusive) to 30 March 2012 (inclusive), with a total residual debt as at 6 July 2012 of €643.9 million, to Etruria Securitisation SPV Srl. Geographically, 67.5% of the loans are in the region of Tuscany, 11.3% in the region of Lazio, and 9.2% in the region of Umbria. To finance this acquisition, on 10 October 2012, Etruria SPV issued ABS securities for a total nominal value of €643,987,000 (the “Securities”), divided into 2 classes: Tranches Nominal value at issue Rating Spread (€ millions) % composition DBRS Moody’s Class A 427.000 66.31 A (high) (sf)A2(sf) 50bp Class B 216.987 33.69 Unrated Unrated 150bp Total 643.987 100.00 All the securities mature in October 2055 and have been fully subscribed by Banca Etruria against payment of the assignment price. The rated securities are listed on the Luxembourg Stock Exchange. The Class A notes were entered in the list of securities eligible for use in refinancing transactions with the ECB, having met this requirement by the Luxembourg Central Bank. The country was chosen by Etruria SPV as a reference member state of the EEC. Although all of the securities were entirely subscribed by Banca Etruria, in accordance with the rules introduced with CDR2, Article 122, as also provided for in the New Regulations for the Prudential Supervision of Banks (update of 28 January 2011), Banca Etruria declared its intention to subscribe at least 5% of the RMBS and continue to comply with that requirement for the entire duration of the operation. When the securities were issued, Banca Etruria granted a loan to the company for €24 million, which was used to establish the following reserves: 1. 2. Cash Reserve of €10,875,000; Commingling Reserve of €13,050,000; and 142 3. Expenses Account of €80,000. The first reserve represents a guarantee against claims by the company’s creditors, if the flow of repayments of the loans is not sufficient to do so, while the second is used as a guarantee in the event the amounts collected are temporarily unavailable due to a default event by the Servicer. These reserves are subject to amortisation (redemption) carried out on each interest payment date (IPD) and specifically, having established the maximum target levels of the nominal outstanding value of the Class A securities as 2.5% for the Cash Reserve and 3% for the Commingling Reserve, at the IPD of July 2013, the reserve levels were as follows: - Cash Reserve of €8.5 million Commingling Reserve of €10.2 million. The funds released by the two reserves were used to increase the funds available for the quarterly payments of the transaction and in reference to the order of priority indicated in the contract. The introduction of Law 148/2011, standardising the tax system of rates applicable to interest on securities, regardless of their duration, resulted in the possibility to begin amortising the bonds immediately. Hence, the Class A securities issued by Etruria SPV began to be reimbursed at the IPD of 28 January 2013. The value of these securities was €306.9 million in July 2013. At 6 July 2013 (observation date) the portfolio of securitised loans still had a principal amount outstanding of approximately €531 million. With its note dated 3 May 2013, DBRS confirmed the “A (high) (sf)” rating for Class A issued by Etruria SPV, and removed Class A from “Under review for potential negative impacts” status. Cassa di Risparmio di Asti SpA was appointed as the Stand-by Servicer for the Etruria Securitisation SPV 2012 Portfolio transaction. 5. Securitisation of personal loans, consumer credit and “cessione del quinto” loans repaid through automatic salary or pension deductions On 6 June 2013, Banca Etruria assigned without recourse to Aulo SPV Srl a portfolio of 27,512 performing receivables with a total value of approximately €211 million, consisting of contracts for personal loans, consumer credit and “cessione del quinto” loans repaid through automatic salary or pension deductions and other loans repaid through automatic salary deductions (“deleghe di pagamento”) entered into and disbursed by Banca Etruria during the period 6 June 2005 (inclusive) to 2 November 2012 (inclusive), or by ConEtruria SpA, held by Banca Etruria beginning in 31 October 2012 after the merger by incorporation of ConEtruria on 21 November 2012. To finance the acquisition of the loans, on 3 July 2013, Aulo SPV issued ABS securities for a total nominal value of €210,915,000 (the “Securities”), divided into 2 classes: 143 Tranches Nominal value at issue (€ millions) % composition Class A 171.375 81.25 Class B 39.540 18.75 Total 210.915 100.00 All the securities mature on 26 March 2024. Class A has been subscribed by a leading institutional investor and Class B has been subscribed by Banca Etruria. The securities are not rated and are not listed on any regulated market. Banca Etruria granted Aulo SPV a €5.3 million loan, which was also used to establish the following reserves: 1. Commingling Reserve of €2,109,150; 2. Set-Off Reserve of €2,680,000; and 3. Expenses Account of €50,000. The first reserve represents a guarantee in the event the amounts collected are temporarily unavailable due to a default event by the Servicer. The second reserve is to cover the potential risk of offsetting by assigned debtors which are also Bank customers. Both reserves are subject to quarterly redemption, in compliance with specific minimum levels set forth in the contract. The Expenses Account is used to meet cash requirements. Aulo SPV has appointed Zenith Service SpA as Back-up Servicer. ***** The Mecenate 2007 Portfolio securitisation is defined as a “traditional securitisation” pursuant to supervisory regulations, while the Mecenate 2009 Portfolio and the Mecenate 2011 Portfolio securitisations are not considered as exposures to a securitisation. Similarly, the Etruria SPV 2012 and Aulo SPV transactions are not considered as exposures to a securitisation. In compliance with supervisory rules, exposures to securitisations do not include transactions in which the risk is not effectively transferred or those for which the risk-weighted value of all the positions in respect of a single securitisation exceeds the risk-weighted value of the securitised assets calculated as if the assets had never been securitised (cap test). Considering the types of securitisations involved, the explicit risk is treated in accordance with credit risk rules, using the standardised approach, and is calculated as a deduction in calculating total capital. For the purposes of calculating regulatory capital, the exposures held in the form of RMBS issued by Mecenate have not been considered as the requirement for “exposures to securitisations” is greater than the requirement for “securitised assets”. Similar treatment was applied to the ABS issued by Etruria SPV and Aulo SPV. All of the securitisations are monitored constantly through periodic analysis of their respective quarterly servicing reports. 144 The Risk Committee is notified regularly of the performance of the securitisations and any potential risks. For the “traditional” Mecenate 2007 Portfolio securitisation, the maximum risk of Banca Etruria in the event of default by the borrowers with the securitised loans is equal to total financing granted (subordinated loan and accrued interest income not yet collected) and the value of the Class D securities, in addition to the amount of the other classes of securities acquired by Banca Etruria at a price below par, totalling a nominal €75.2 million, of which €48.1 million in respect of the Class A notes (figures at 20 July 2013). The Class A securities are currently being redeemed on a quarterly basis in parallel with the payments made by Mecenate (in January, April, July and October each year). Mecenate has signed swap agreements with UBS Ltd for two of the securitisations (Mecenate 2007 Portfolio and Mecenate 2009 Portfolio) to hedge fluctuations in the interest rates on securitised loans. For the Mecenate 2011 Portfolio securitisation, Mecenate has signed a swap agreement with Credit Suisse International to hedge interest rate risk on the securitised loans, with the simultaneous execution of a “back to back” contract between Banca Etruria and Credit Suisse International. Given the portfolio composition, 82% of which are floating-rate loans, for the Etruria SPV 2012 transaction it was decided to not undertake any hedging for interest rate risk and therefore, no swap contracts were signed. AULO SPV entered into a direct contract to hedge interest rate risk on the notes and an offsetting operating hedge contract. For more information on the hedging techniques used directly by Banca Etruria, please refer to Section 2 - “Interest rate risk and price risk - Banking book - Qualitative disclosures, paragraph B Fair value hedging”. ***** Commingling risk Following the revision of ratings assigned by Fitch to Banca Etruria in August 2010, in order to hedge against commingling risk related to the Mecenate 2007 Portfolio and the Mecenate 2009 Portfolio, Banca Etruria established two deposits, or commingling reserves, at BNP Paribas, for an initial amount of €9.2 million for the Mecenate 2007 Portfolio Commingling Reserve and €7.7 million for the Mecenate 2009 Portfolio Commingling Reserve. These amounts were subject to quarterly adjustments (current amounts are €6.8 million and €5.4 million) based on the average amount of the collections for the two portfolios, relative to payments on the securitised loans. These reserves will only be used if (and to the extent to which) the available funds (“issuer available funds”) of the two transactions are not sufficient to meet their respective payment obligations. In any case, in view of the regular repayment of the loans, the amount of the reserves will tend to decline over time until the termination of the securitisations. For the Mecenate 2011 Portfolio securitisation, the commingling risk is already covered by the current level of the Cash Reserve. 145 The downgrading of the corporate rating of Banca Etruria assigned by Fitch Ratings on 25 November 2011 had no operational impact for the Mecenate 2007 Portfolio and Mecenate 2009 Portfolio securitisations, while for the Mecenate 2011 Portfolio, a mechanism for transferring collections was established to make them immediately available in the current accounts held by Mecenate Srl at BNP Paribas - London. For Etruria SPV 2012 and AULO SPV, the commingling risk is covered for each transaction by the duly established specific reserve, as previously described. Loan by Loan data In order to improve the process for information transparency in support of investment decisions, the European Central Bank issued a series of provisions that include the launching of an information system, in which all securities issuers for securitisation transactions (e.g., ABS and RMBS) and originators must participate. In summary, the information system will consist of a database for each loan portfolio underlying the related securities issues, in which data and information inherent to each securitised loan is collected (“loan by loan data”). All securities, for which the database of the underlying loan portfolio was correctly populated with the related bond information, may be eligible for admission to financing transactions with the European Central Bank. The requirement to submit loan by loan data became effective 1 January 2013. Banca Etruria sent the loan by loan database to the European Central Bank for each of the Mecenate 2007, Mecenate 2009, Mecenate 2011 and Etruria SPV 2012 portfolios, thereby attaining eligibility for the ABS and RMBS securities issued by the two special-purpose vehicles. ***** The Investor Reports on developments in the securitisations described in this section are published quarterly in the " Gli investitori" section of the site www.bancaetruria.it. D. MODELS FOR MEASURING CREDIT RISK During the first half of 2013, the use of management tools for estimating and monitoring capital requirements for credit, counterparty and concentration risk continued, with the classification of positions into the classes defined by Basel II in accordance with the standardised approach. Stress testing of current and prospective values also continued for the credit, counterparty and concentration risk components for the purpose of the ICAAP report at 31 December 2012. For some time, a control process has been envisaged at the Group level for concentration risk, for both the single-name component and the geo-sector component. The control process would encompass both ex-ante risk, at the level of individual loan applications, as well as ex-post risk, at an overall level, and allow the monitoring of trends for said risk and compliance with established operating limits. In addition, a process has been in place for some time for checking the level of concentration of exposures to bank counterparties and those secured by guarantee consortiums. In this regard, in the first half of the year, the internal rules on the definition of criteria for assessing the credit rating of individual guarantee consortiums, determining the associated limits and monitoring them, were updated. 146 The use of the internal rating system for management purposes continued. This system has been integrated into the key business processes of the Group Banks for some time, and the related implementations that have occurred in recent years have allowed the Bank to associate qualitative aspects with quantitative parameters in order to enhance the system's capacity for differentiating with regard to specific types of loans. The specific process for managing positions in respect of firms in the goldsmith industry has also been in place for some time, with a view to taking account of their special features in the analysis of the related risk. In addition, the use of the measurements from the rating system for regular monitoring of the primary variations in the credit portfolios of the Group banks continued during the first half of the year. Work was completed on the comprehensive revision of the rating system in order to enhance its compliance with the Basel II regulations. The initial activities are underway for implementing the new model and integrating it in both the related information system and the business processes concerned. Commercial Network training has also begun. The new rating system is expected to be fully implemented in the second half of 2013. As regards the override process in particular, it has long used within the Group Banks for the individual analysis of positions and for analysis of groups of customers by economic sector/legal form. Furthermore, the estimation model for LGD, developed as part of the project launched in the fourth quarter of 2010, continued to be applied during the year. However, a project to review this estimation model has been launched to achieve greater consistency with the Basel II regulatory requirements and in consideration of the still negative economy and its implications on collections and the value of guarantees, as well as the viewpoints expressed in the document recently issued by the Supervisory Authorities concerning reporting losses historically recognised on assets in default. In addition, the Group Credit VaR estimation model has been implemented, which allows analysis of the risk profile at an overall portfolio level as well as for individual customer positions whose risk profile is more affected by “intra-group contagion”. A project to enhance and consolidate the internal pricing-risk-adjusted model has been launched to better reflect the specific risks assumed in the price applied to customers. A re-pricing model for conditions based on changes in the customer’s credit rating has been implemented. Lastly, a new loan monitoring system was implemented during the first half of 2013, by implementing a new early warning system and reviewing the processes and procedures for managing impaired positions 147 1.2 MARKET RISK Market risk is the risk that the economic value of or the cash flows generated by a financial instrument could change as a result of changes in market factors. Market risk comprises interest rate risk, exchange rate risk and other price risks. With regard to market risks for the trading book, control of market risk is done by way of calculating Value at Risk (VaR), which is an estimate of the maximum potential loss of a portfolio over a given time horizon with a given probability. Banca Etruria calculates VaR using the ObjFin platform in order to determine the maximum loss that the company's portfolio could incur with a 10day holding period and a 99% confidence interval. The VaR estimation uses a parametric approach that may not fully capture certain aspects of the credit spread. For the Asset Allocation portfolio consisting ofunits in collective investment undertakings, part of the banking book, the VaR used is not parametric but rather is based on simulations and is calculated with a 10-day holding period, a 99% confidence interval and a historical depth of 2 years, with daily observations, which is more appropriate for this type of portfolio. The parametric VaR, on the other hand, is a function of a rigid parameterisation of the equity and bond components of the individual funds. Interest rate risk for the banking book is also managed with the aid of Asset & Liability Management (ALM) techniques. For 2013, the Board of Directors of the Parent Company Banca Etruria, in approving the “Strategies concerning the financial policies for the proprietary portfolio and treasury operations”, set two VaR limits in view of the expected growth in the portfolio to support the liquidity position. The maximum VaR limit for trading activities, equivalent to €5 million, refers to the entire trading portfolio, while the Asset Allocation VaR, whose maximum is set at €4 million, refers to the part of the portfolio consisting of ETF or units in collective investment undertakings purchased as part of asset allocation strategies. The VaR limits were never exceeded during the course of the first half of 2013. Again for 2013, with a view to limiting liquidity risk, the Bank’s Board has emphasised the goal of maintaining a stock of assets that could easily be liquidated on the market or through refinancing operations with the ECB. For supervisory purposes, capital requirements for market risk are calculated using the standardised approach, and with the delta-plus method for the handling of options. 1.2.1 INTEREST RATE RISK AND PRICE RISK – SUPERVISORY TRADING BOOK QUALITATIVE DISCLOSURES A. General aspects Interest rate risk is the risk of adverse changes in economic value or profit margins as a result of changes in interest rates. In relation to the trading book, it refers to the risk of undesired changes in the value of the debt securities and other instruments exposed to this type of risk in respect of positions that the bank intends to sell at short term and/or positions held to take shortterm advantage of differences between purchase and selling prices or other changes in prices or interest rates. 148 The Banca Etruria Group's trading book at 30 June 2013 was small, equal to about €9 million, and about 55% was accounted for by Italian government securities and about 45% by bank bonds. The main component of the trading book in recent periods was securities issued by the Italian Republic or Italian banks that are affected by possible changes in issuer/country risk. During the first half of 2013, the prices for these securities continued to be extremely volatile due to the wide range of perceived risk of Italy and other European countries. Trading in derivatives on interest rates for speculative purposes can be considered immaterial in view of the size of the positions held. As to price risk, trading in equities is negligible. The Risk Management Department prepares reports which are submitted periodically to the Risk Committee and the Board of Directors of the Parent Company. B. Management and measurement of interest rate risk and price risk First-level controls of market risks are conducted by the Finance Department of the Parent Company, while the second-level controls are conducted by the Risk Management Department of the Parent Company. A report of the VaRs of the portfolios is generated daily and submitted to senior management, the Central Planning, Risk and Compliance Department, the Central Internal Audit Department and the various functions within the Finance Department. In order to calculate capital requirements, the delta-plus method is used for options, and the standardised approach is used for all other instruments. QUANTITATIVE DISCLOSURE 3. Supervisory trading book: internal models and other sensitivity analysis methodologies Interest rate risk as expressed in terms of undesired changes in the economic value of assets and liabilities is measured with ALM methods in addition to VaR. The sensitivity analysis carried out at 30 June 2013 on the supervisory trading book estimated that the value of the portfolio would change insignificantly in the event of either an upward or downward 25 basis point shock. 149 1.2.2 INTEREST RATE RISK AND PRICE RISK – BANKING BOOK QUALITATIVE DISCLOSURES A. General aspects, management and measurement of interest rate risk and price risk Interest rate risk in respect of the banking book refers to the losses that could occur as a result of adverse developments in market rates and to the mismatching of maturity and repricing dates (repricing risk) and divergent developments in the references rates of assets and liabilities (basis risk). This risk is measured using ALM techniques to estimate the impact of a change in interest rates on net interest income and the present value of assets and liabilities. The assets and liabilities affected are those which are not held for trading purposes, i.e. those associated with services provided to customers and strategic investments. The analyses were conducted using the ALMPro information system on a quarterly basis. The Parent Company’s Board of Directors approved a control system, within the broader strategy for managing interest rate risk for the banking book, based on monitoring the exposure of material balance sheet items to interest rate risk with a view to periodically verifying the Group’s overall interest rate risk exposure. To measure interest rate risk for the banking book, an internal model has been adopted at both the Group and individual Bank level that uses a sensitivity analysis approach to estimate the decrease in the Banking Group’s economic value in the presence of a given change in the yield curve at the reference date. The use of an internal model enables the generation of more precise estimates compared with parametric models, as it allows the use of expected yield curve scenarios that are more realistic than those indicated in the applicable regulations and thus more effective for management purposes. The sensitivity analysis of sensitive asset and liability items is conducted by assuming a change in the yield curve at the reference date based on a statistical survey of the past changes in rates (historical simulation) that represent the individual nodes of the curve. The resulting expected curve is not necessarily parallel to that at the observation date also used for the purposes of determining internal capital for interest rate risk in the banking book. At 30 June 2013, the Group’s financial assets excluding those in the trading portfolio net of equity investments, the notes issued in Banca Etruria’s securitisations and the securities classified under “loans and receivables”, consist of Italian government securities (about 99%), while about 1% are bonds issued by Italian banks. The amount invested in funds is 0.81%. The amount invested in funds is 0.53%. The Board of Directors of the Parent Company approved the “Strategy and policy for managing interest rate risk (ALM) for 2013” which included, among other things, active management of the ALM position in order to maintain net interest income in adverse situations and to stabilise changes in the economic value of assets and liabilities by time buckets. The limit on the risk indicator was not exceeded at any time in the first half of 2013. 150 As regards price risk, the assets in the banking book exposed to price risk are mainly composed of equity investments and bonds whose prices also reflect the credit risk of the issuer. Pursuant to Bank of Italy Circular no. 665970 of 27 June 2008 containing instructions on market disclosures, the Banca Etruria Group reports that it has no direct exposure to structured credit products with the exception of the bonds issued within the scope of securitisations originated in past years by Group companies. More specifically, Banca Etruria holds the entire unrated junior tranche of the securitisation of performing mortgage loans assigned to Mecenate Srl in 2007 with a total nominal value and carrying amount of about €1.89 million at 30 June 2013. In the past, Banca Etruria repurchased notes issued in the highest rated tranche of the securitisation of performing mortgage loans carried out in 2007, having a current nominal value of approximately €52 million in June 2013. The total nominal value of the Mecenate 2007 Class B and Class C issues was approximately €27 million at the same date. At the end of 2012, Banca Etruria sold the entire senior tranche (approximately €115 million) of a Mecenate self-securitisation from 2011. The bank holds all other tranches. The Risk Management Department prepares reports which are submitted periodically to the Risk Committee and the Board of Directors of the Parent Company. B. Fair value hedging Fixed-rate bonds issued by the Parent Company, Banca Etruria, continued to be hedged on a selective basis during the first half of 2013. The hedged positions received fair value option accounting treatment. Hedging is performed using unlisted interest rate swaps of the same amount and maturity as the bonds, with which the issuer receives cash flows in the same amount as those paid to the bondholders, paying amounts indexed to money market rates (floating leg). Securities that can be redeemed early by the issuer are hedged using cancellable IRSs with the same characteristics as those embedded in the bond. Banca Etruria also hedged fixed-rate government securities with interest rate derivatives at the time of purchase, sterilising the interest rate risk on the assets by creating synthetic floating rate assets. These instruments received hedge accounting treatment, as they passed effectiveness tests. The financial instruments and related hedging derivatives are measured each month by the Finance Department and checked by the Risk Management Department. No securities in the banking book are currently hedged for price risk. C. Cash flow hedging There are currently no open cash flow hedge positions for any Group company. D. Hedging of investments in foreign operations There are no hedges of investments in foreign operations. 151 QUANTITATIVE DISCLOSURE 2 Banking book: internal models and other sensitivity analysis methods For purposes of measuring interest rate risk on the banking book, internal model are used (ref. Part A above), and the results of these scenario analyses, at 30 June 2013, show that a 100 bps increase in interest rates would result in a negative change in assets of €108 million, while a 100 bps decrease would have a positive effect of €98 million. These effects also depend on the application of stickiness parameters on the on-demand items. The effect on the interest rate margin of changes in the reference interest rates of +100 bps and -100 bps on the banking book would be €-35 million and €29 million, respectively. 1.2.3 EXCHANGE RATE RISK QUALITATIVE DISCLOSURES A. General aspects, measurement and management of exchange rate risk The Group’s exposure to exchange rate risk derives primarily from foreign currency transactions with customers. Exchange rate risk is monitored by the Group’s front office structures using the specific procedures for this segment. Exchange rate risk is also monitored within the overall position subject to VaR limits. Capital requirements for exchange rate risk are calculated using the standardised method. For regulatory purposes, a capital requirement for exchange rate risk was not recognised since the difference between the asset and liability entries for the various currencies was negligible and, therefore, no sensitivity analysis is carried out for such risk. B. Exchange rate risk hedging The Treasury office of the Parent Company conducts transactions to hedge exchange rate risk through spot and forward foreign exchange trading and trading in derivatives such as cross currency swaps and options. 152 1.3 LIQUIDITY RISK QUALITATIVE DISCLOSURES A. General aspects, measurement and management of liquidity risk Liquidity risk regards the possibility that a bank might not be able to meet its payment obligations or be forced to incur higher costs to do so. The Board of Directors of the Parent Company, Banca Etruria, approved the liquidity risk management strategy and policy that for 2013 envisages a monitoring system based on a maturity ladder, which makes it possible to assess the matching of expected cash flows, and an analysis of the concentration and tenor of the sources of funding with institutional counterparties. The Group’s financial position is managed on a fully centralised basis by Parent Company Banca Etruria. Banca Etruria manages operating liquidity and structural liquidity differently. Operating liquidity regards treasury and money market positions with a time horizon of three months, while structural liquidity regards demand items and all maturing positions that generate cash flows even at longer maturities. The Group has a control system that monitors the net financial position and indicators of concentration of funding sources to periodically assess liquidity risk as well as an emergency plan that establishes, among other things, action plans and responsibilities delegated to corporate units. The net financial position is monitored over a three-month horizon, with the construction of a maturity ladder composed of nine time intervals, mainly concentrated at very short term (1, 2, 3 and 4 days, 1, 2 and 3 weeks, 1, 2 and 3 months). Maturing cash flows are allocated to each interval. As regards operating liquidity, a net overall liquidity balance is calculated, with separate reporting of interbank flows to identify the level of dependence on the banking system, given that all core customer items are considered on a going concern basis. Monitoring liquidity risk also takes account of holdings of financial assets, weighted appropriately by ease of liquidation on the basis of parameters used by the European Central Bank. Liquidity reserves are classified between reserves of first and second level based on their ease of liquidation. At 30 June 2013, the total reserves amount to €8,883 million, corresponding to €8,756 million of countervalue utilisable for Central Bank funding. Approximately 87.49% of the total reserves are of the first levels, which, net of cash and reserves at the Central Bank, are made up solely of Italian government securities with a residual life of less than 7 years. Second level reserves make up 0.30% of total reserves, consisting of Italian government securities with a residual life between 7 and 10 years. The remaining 12.21% is primarily made up of senior bond tranches related to securitisations of the Bank’s customer loans and by bonds issued by the Bank and guaranteed by the government. The monitoring system provides for operating limits (regarding expected short-term cash flows), structural limits (regarding all asset and liability items regardless of maturity) and early warning indicators. 153 The operating limits, which are monitored on at least a weekly basis, regard the maintenance of positive liquid balances at very short term and a positive overall one-month net financial position. Two structural limits have been established and are monitored on a quarterly basis - the first is the ratio of net loans to direct funding, for which there is a maximum threshold of 100.00 and an operating limit of 99.37; the second is the ratio of funding from consumer households to total gross loans, which is set at a minimum operating limit of 55%. The early warning indicators, which make it possible to monitor or receive advance warning of especially strained conditions, incorporate information concerning, among other items, developments in the share prices of financial companies, volatility of equity indices, a decrease in customer demand items and other factors defined in conformity with the Basel Committee recommendations in “Principles for sound liquidity risk management and supervision”. Finally, stress scenarios have been developed to anticipate possible liquidity crises and effectively manage situations in which the market is under particular strains, such as a systemic crisis or a specific crisis of the Group, assuming significant variations in the volumes of specific balance sheet items or liquidity reserves. Scenarios regarding unique crises, systemic crises and a combined scenario have been assumed. In the various scenarios, liquidity outflows are hypothesised for unexpected customer withdrawals, non-renewal of interbank deposits, uses of available credit lines by customers and impacts on liquidity reserves due to both negative trends in market factors on which the securities values depend as well as for supposed drops in the ratings of the issuers of the securities in the portfolio that result in an increase in guarantees required by the Central Bank, with a consequent reduction in the usable reserve value. The Risk Management Department prepares reports offering a comprehensive view of the system of limits. It is submitted periodically to the Risk Committee and the Board of Directors of the Parent Company, Banca Etruria. The “Internal transfer rates” model used to more effectively determine the temporal correlation between the ITR and trends in balances was revised in the first half of 2013 to limit the impact of components generated by internal negotiations so as to increase the resilience of the analyses conducted, particularly with respect to liquidity risk and its interaction with the operating and structural liquidity management model. 154 1.4 OPERATIONAL RISKS QUALITATIVE DISCLOSURES A. General aspects, measurement and management of operational risk Since 2008, the Banca Etruria Group has adopted the standardised approach combined with the basic indicator approach to calculate consolidated capital requirements for operational risks, implementing an operational risk management system at the Banking Group level that complies with the organisational, qualitative and quantitative requirements established by the Bank of Italy in Circular no. 263 of 27 December 2006. The standardised approach has been in use by the Parent Company Banca Etruria since 2008 and by the subsidiary Banca Federico del Vecchio SpA as from 30 June 2010, while the companies include in the scope for the calculation of capital requirements use the basic indicator approach. In line with bank supervisory rules, the Banca Etruria Group defines operational risk as "the risk of incurring losses due to the inadequacy or malfunctioning of procedures, human resources and internal systems, or external events. The category includes, among other things, losses due to fraud, human error, interruption of operations, unavailability of systems, breach of contract and natural disasters. Operational risk also comprises legal risk but does not include strategic and reputational risk”. The primary objectives of the operational risk management system are to contain operating losses and improve critical internal processes. These involve the following activities: • • • • • collecting data on operational losses and related recoveries (Loss Data Collection) ; making subjective estimates (Risk Self-Assessment); calculating requirements and measuring exposure to operational risks; reporting and mitigation; assessing system quality and regulatory compliance. As Parent Company, Banca Etruria, under an organisational model that assigns duties and responsibilities to the various functions involved in these activities, is given the task of setting strategic guidelines and coordinating the operational risk management policies for all the subsidiaries belonging to the banking group. The system for managing operational risks established at the Banking Group level, and the loss data collection and risk self-assessment processes, in particular, are governed by dedicated rules. Loss data collection activity, pertaining to the collection and storage of data on events that contribute to operational losses with the relative recoveries through insurance or otherwise, is centralised within Banca Etruria's Operational Risk Management (ORM) unit in cooperation with the relevant units of the subsidiaries in the Banking Group. Risk self-assessment activity is the qualitative part of the system, consisting of risk mapping followed by the assessment of the subjective estimates for each relevant risk area provided by the organisational unit managers of the Parent Company and the managers of the companies involved in the process, in order to assess the impact of real and hypothetical scenarios. The Parent Company calculates the consolidated capital requirement using a combined standardised/basic indicator approach by treating the standardised and the basic indicator components separately. Exposure to operational risk at the overall banking group level and by 155 material operational segment (subsidiaries subject to individual capital requirements for operational risks) is measured using subjective assessments, obtained through the risk self-assessment process. Reporting consists of the periodic generation of reports containing information with various degrees of detail depending on the intended audience (among which the Boards of Directors of the banking group companies, the Parent Company’s Risk Committee, and the risk management officers of the subsidiaries) as well as proposals for mitigation initiatives that are then discussed in the appropriate committees. The assessment of the system quality and its compliance with regulatory requirements, operational demands and changes in the reference market is performed at least annually by the ORM of the Parent Company through a self-assessment process that takes into consideration the features that characterise the operational risk management system and is regularly reviewed by the internal audit function. In addition, the operational use of the qualitative and quantitative findings of the analyses performed by the ORM of the Parent Company was promoted in order take specific mitigation actions for the most critical processes (for example, procedural improvements, rule changes, training). The Group has stipulated insurance policies to cover operational risks, including BBB policies (for malfeasance, robbery and theft), professional liability insurance, comprehensive buildings policies, liability against third parties, employees and workers, insurance for work-related and non-work-related injuries, D&O (insurance for directors and senior managers), and “All Risks” insurance for artistic assets. Reporting to the DIPO database on operational losses organised by ABI, in which the Bank has participated since 2003, also continued. QUANTITATIVE DISCLOSURE Events recorded in the internal databases in the first half of 2013 generated operational losses (gross of recoveries and including provisions) registered by the Banca Etruria banking group in the amount of €11 million, broken down by event type as shown in the following chart. The chart shows that external fraud has the greatest economic impact, but this figure is considerably affected by one low-frequency high-impact event which resulted in a gross loss of over €9 million, which is expected to be fully reimbursed. 156 As regards pending litigation for the Banking Group, net accruals to provisions in respect of the exposure to civil damages claims amounted to about €1.57 million, of which €0.05 million in respect of bankruptcy revocatory actions, €0.50 million for disputes over compound interest and €1.02 million primarily for disputes over securities, also as a result of fraud. 157 SECTION 2 – RISKS FOR INSURANCE UNDERTAKINGS 2.1 INSURANCE RISKS QUALITATIVE AND QUANTITATIVE DISCLOSURES This section reports the disclosure required under IFRS 4.38 and 4.39, points (a) and (b). Par. 38. An insurer shall disclose information that helps users to understand the amount, timing and uncertainty of future cash flows from insurance contracts. Par. 39. To comply with paragraph 38, an insurer shall disclose: a) its objectives in managing risks arising from insurance contracts and its policies for mitigating those risks. b) those terms and conditions of insurance contracts that have a material effect on the amount, timing and uncertainty of the insurer’s future cash flows. *** Within the scope of the system of internal controls, the life insurance company (BancAssurance Popolari SpA - BAP Vita) and the non-life insurance company (BancAssurance Popolari Danni SpA - BAP Danni) have implemented a risk management system appropriate to the nature, magnitude and complexity of the services provided and in line with prevailing industry regulations, and specifically in accordance with IVASS (formerly ISVAP) Rule no. 20 of 26 March 2008 concerning risk management and Rule no. 36 of 31 January 2011 concerning guidelines for investment and meeting requirements for technical reserves. Life insurance BAP Vita has identified and assessed the main risks associated with its business, with special regard to identifying risks related to insurance contracts (IFRS 4). In order to ensure business continuity and the sustainable creation of value, the company has configured its risk management so as to minimise the impact of adverse events on future cash flows, in order to prevent losses and to ensure the company’s solvency. To that end, the company first categorised the contracts in its portfolio, bearing in mind that it is largely made up of whole-life policies, in order to identify those for which there are significant levels of insurance risk. The various aspects of the contracts from which insurance risk arises for each contract type (e.g. clauses, embedded options, minimum guaranteed returns, etc.) were then analysed. This was followed by the mapping of the insurance contract risks that could have a material impact on expected cash flows. The tables below show the minimum guaranteed return structure at 30 June 2013, broken down by contract category (investment contracts, for which IAS 39 applies, and insurance contracts, for which IFRS 4 applies): 158 Amounts in thousands of Euro Mathematical reserves: minimum guaranteed returns Investment contracts (IAS 39) Insurance contracts (IFRS 4) TOTAL % 0% - 1% 40,953 544,467 585,421 61.69% 1% - 3% 4,195 366,928 371,123 39.11% -7,587 -7,587 -0.80% 903,808 948,956 100.0% Shadow reserve Total reserves 45,148 The main contract terms and conditions that could generate risks with a material impact on the company’s cash flows are concentrated in with-profits contracts, the yields of which are connected with the Separate Accounts, and are associated with the following factors: • • • • early surrenders; premium instalment payments; minimum guaranteed returns; annuity options. The company conducts periodic sensitivity analyses and stress testing on the most significant risks relating to these variables. With regard to the with-profits and term life policies, the company conducts periodic stress tests based on the following variables: • • • • mortality tables; early surrenders; suspension of instalment plans; operating expenses. For with-profits products, the connection of the benefit to be paid with the performance of the Separate Accounts requires an integrated analysis of developments in assets and liabilities. For this reason, the company also conducts stress testing on the main market variables involved (e.g. interest rates, equity prices, etc.) and analyses adverse macroeconomic scenarios, so as to calculate a series of indicators that can enable management to implement appropriate preventive measures. The losses resulting from these simulations are also measured in terms of their impact on the solvency ratio. In the event of multiple risk factors, the company adopts risk mitigation policies that are diversified in terms of pricing, involving the selection of the insured, the application of additional premiums in the case of increased risk of mortality (products with death benefits), the selection of prudent technical bases, the application of penalties in the event of early surrender, and the use of reinsurance. For this reason, in developing a new product a profit-testing tool is adopted in order to measure profitability and identify any weaknesses ahead of time. In addition, risk levels are assessed using specific sensitivity analyses. The process for releasing a new product include the prior presentation of the product to the Product Committee with the participation of the General Manager and the heads of the various company departments, in order to agree and validate its structure and features. 159 The table below reports the mathematical reserves related to contracts involving insurance risks based on local GAAP (carrying amount) and based on international standards by estimating future cash flows for the purposes of the Liability Adequacy Test pursuant to IFRS 4. Amounts in thousands of Euro Insurance contracts Book value 1,015,859 Fair value 938,977 Difference 76,882 Non-life insurance The risks normally associated with the non-life portfolio mainly comprise pricing risk, reserve risk and catastrophe risk. Pricing risks are addressed by BAP Danni in defining the pricing and technical characteristics of the product by way of sensitivity analysis of the main price variables. Reserve risk is covered in the specific calculation of technical reserves, which mainly regard the unearned premiums reserve and the claims reserve. The following table reports the amount of the unearned premiums reserve and the claims reserve gross of reinsurance, broken down by official insurance segment, with comparative figures for 31 December 2012: Amounts in thousands of Euro Branches Class 1 - Accidents Class 2 - Illness Class 8 - Fire and natural disasters Class 9 – Other damages to assets Class 13 - Third party liability Class 16 – Financial losses Class 17 – Legal protection Class 18 - Assistance Total Unearned premiums reserve as at 30-062013 1,725 1,497 368 33 9 515 7 5 4,159 Claims reserve as at 30-062013 162 63 90 17 10 124 1 467 Unearned premiums reserve as at 31-122012 1,883 1,662 390 33 9 610 3 2 4,592 Claims reserve as at 31-122012 59 151 67 28 148 453 Source: Technical account as at 30/06/2013 The claims reserves are characterised by rapid run-off and therefore facilitate risk monitoring, in addition to the benefits of reinsurance, which is also used to mitigate catastrophe risk. 160 2.2 FINANCIAL RISKS QUALITATIVE DISCLOSURES There are three main categories of financial risk that are typical of the company’s business: • • • credit risk: the risk of default by issuers of financial instruments, by reinsurers and by intermediaries and other counterparties; market risk: the risk of losses arising from changes in interest rates, equity prices, exchange rates and property prices; liquidity risk: the risk of not being able to meet obligations to the insured and other creditors due to difficulties in converting investments into cash without incurring losses. The Board of Directors ensures that the risk management system allows for the identification, assessment and control of the most significant risks. The Investment Committee is the body within the company which is responsible for determining the investments of own funds (BAP Vita and BAP Danni), the Separate Account Funds, Internal BAP Vita Funds, and the Open Pension Fund. In doing so, the committee takes account of the restrictions set by applicable regulations for the various types of portfolio and the framework resolutions of the boards of directors of BAP Vita and BAP Danni setting out their investment policies. Financial risk management is of particular importance in the area of separate account investments connected with with-profits policies. The goal of ensuring stable returns over the medium to long term and providing the minimum returns required by contract must be pursued in line with the goal of minimizing the impact of any losses incurred on the company’s solvency. In that regard, given the particular characteristics of the separate accounts connected with with-profits policies for which the correlation between trends in asset and liability flows is such that it is not possible to separate the individual variables in order to measure risk and the related impact on solvency, the company conducts periodic asset & liability management analyses, jointly stressing the variables driving developments in assets and liabilities. Taking account of these analyses, the company’s Finance Committee then determines the most appropriate asset allocation based on the risk/return profile, setting qualitative and quantitative restrictions, in accordance with the guidelines of the boards of directors, particularly as concerns long-term securities and the use of derivatives. The following table reports the composition of investments of Separate Account funds, broken down by type of financial instrument and type of interest rate. 161 QUANTITATIVE DISCLOSURES Composition of investments. BAP Vita Amounts in thousands of Euro Description 30/06/2013 % 31/12/2012 % Change Fixed-rate securities 706,845 69.01% 589,865 66.08% 116,980 Floating-rate securities 155,440 15.18% 142,389 15.95% 13,051 collective investment undertakings 21,905 2.14% 22,726 2.55% -821 Property investments 5,220 0.51% 5,329 0.60% -109 134,817 13.16% 132,285 14.82% 2,532 - - - - - 1,024,227 100% 892,594 100% 131,633 Equity securities and units in Liquidity Total other investments Total investments At 30 June 2013 the Separate Account Funds held bonds in the amount of €862 million (84% of the portfolio), of which €707 million in respect of fixed-rate bonds. Government securities, which amounted to €650 million, represent 63% of the portfolio and are mainly composed of domestic issues (€642 million), with the remainder accounted for by other euro-area countries. Corporate bonds totalled €211 million, 21% of total investments, and mainly regard issuers in the euro area. The equity segment, which amounts to €7 million, is focused on European markets, with careful attention paid to sectorial diversification. Property investments, which are entirely accounted for by specialised investment funds, amounted to €5 million and represent less than 0.5% of the total portfolio. BAP Danni Amounts in thousands of Euro Description 30/06/2013 % 31/12/2012 % Change Fixed-rate securities 6,759 76.57% 7,431 87.80% -672 Floating-rate securities 1,348 15.27% 353 4.17% 995 collective investment undertakings - - - - - Property investments - - - - - 720 8.16% 680 8.03% 40 - - - - - 8,827 100% 8,464 100% 363 Equity securities and units in Liquidity Total other investments Total investments At 30 June 2013, the portfolio was entirely composed of bonds and liquidity. 162 163 Government securities amounted to €8 million or 90% of the portfolio. They are composed entirely of Italian government issues. Corporate bonds came to €0.15 million (2% of the total) and represent issues by leading Italian banks. Credit risk is monitored by way of concentration limits and rating limits, with the latter comprising both issuer ratings and individual issue ratings, as indicated by the financial manager. Investment policy is also designed to obtain a sufficient degree of diversification of issuers of financial instruments by geographical area and economic sector. The following table reports the exposures in the bond portfolio by rating: BAP Vita Bonds by rating of issuer Market value % AAA 0 0.00% AA 4,409 0.51% A 21,859 2.54% BBB 745,202 86.42% Non-investment grade 71,001 8.23% Unrated 19,814 2.30% Total bonds 862,285 100% Bonds by rating of issuer Market value % AAA - - AA - - BBB 7,955 98.13% Non-investment grade 152 1.87% Unrated - - Total bonds 8,107 100% BAP Danni A Interest rate risk is also managed with appropriate diversification of investments among fixed and floating-rate instruments. The maturity distribution of the bond component is reported in the following table: 164 BAP Vita Market value % Duration Fixed-rate bonds 706,845 81.97% Less than 1 year 21,500 3.04% 0.45 From 1 to 5 years 219,767 31.09% 2.62 More than 5 years 465,578 65.87% 7.09 Floating-rate bonds 155,439 18.03% Less than 1 year 102 0.07% 0.75 From 1 to 5 years 85,168 54.79% 2.98 More than 5 years 70,169 45.14% 9.81 Total bonds 862,284 100% Market value % Fixed-rate bonds 6,759 83.37% Less than 1 year 100 1.48% 0.29 From 1 to 5 years 5,639 83.43% 2.73 More than 5 years 1,020 15.09% 7.42 Floating-rate bonds 1,348 16.63% From 1 to 5 years 1,348 100.00% 2.69 More than 5 years - - - Total bonds 8,107 100% BAP Danni Duration Less than 1 year BAP’s exposure in derivatives is controlled by the company’s Board of Directors, which receives a specific half-yearly report on the use of derivatives and the overall exposure, in order to assess and verify the consistency of the transactions with the strategy adopted. 165 SECTION 3 – RISKS OF OTHER ENTITIES QUALITATIVE DISCLOSURES The governance of the risks of other companies that do not belong to the banking group is handled in a manner consistent with that for banks where such companies are material. Of particular note is the trading of gold and silver by the subsidiary Oro Italia Trading SpA. In these transactions, derivatives are used to hedge the risk of changes in the prices of precious metals. More specifically, during 2013, forward sales contracts were stipulated to hedge metal sales with a price to be determined within a certain time period (deferred) QUANTITATIVE DISCLOSURES At 30 June 2013, Oro Italia Trading SpA (OIT) had no hedging relationships in place as defined by IAS 39. 166 Part F - Information on consolidated capital 167 168 SECTION 1 - CONSOLIDATED CAPITAL A. QUALITATIVE DISCLOSURES Capital is the foundation of managing the risks associated with banking. An adequate level of capital allows the Group to pursue its entrepreneurial goals while at the same time preserving its stability. Capital is also the primary reference variable for the supervisory authorities in their monitoring of bank stability. It is the basis for determining the main control instruments, such as capital requirements for credit and concentration risks, market risks, operational risks, rules governing the concentration of exposures and maturity transformation. The amount of capital also determines operations in various segments of the banking business. The calculation of consolidated regulatory capital is based on the specific rules governing this area, under which regulatory capital is the algebraic sum of a series of elements (positive and negative) that, depending on the quality of each, can be used in the calculation with certain restrictions. The positive elements of capital must be fully available to the bank, so that they can be used without restriction to cover risks and losses. The amount of the elements is adjusted to remove any tax obligations. Regulatory capital is equal to the sum of Tier 1 capital and Tier 2 capital, less deductible elements. The Banca Etruria Group has adopted the approach provided for in the Bank of Italy’s Measure of 18 May 2010 permitting banks to fully neutralise capital gains and capital losses in treating valuation reserves associated with debt securities issued by the central banks of EU Member States classified as “financial assets available for sale”. Banca Etruria Group’s current three-year Business Plan (2012-2014) was developed based on, among other things, assumptions inherent in regulatory capital that are consistent with the drivers of the Plan. 169 B. QUANTITATIVE DISCLOSURES Share capital Share premium reserve Reserves Advances on dividends Equity instruments (Treasury shares) Valuation reserves - Financial assets available for sale - Actuarial gains (losses) on defined benefit plans - Special revaluation laws Net profit (loss) for the period (+/-) pertaining to the shareholders’ of the Parent Company and non-controlling interests Equity Total Consolidation eliminations and adjustments Other entities Items of shareholders’ equity Insurance undertakings Banking group B.1 Consolidated equity: by type of company 373,969 106,784 197,396 (5,183) (20,337) (25,768) 1,020 4,411 56,581 4,321 500 3 3 - 510 1,386 - (88,414) (3,121) (30,190) (500) (2) (15) (4) (11) - 342,646 103,663 172,913 (5,185) (20,349) (25,769) 1,009 4,411 (1,317) 651,312 1,665 63,070 1,294 3,190 (1,093) (123,335) 549 594,237 B.2 Valuation reserves for financial assets available for sale: composition 1. Debt securities 2. Equity securities 3. Units in collective investment undertakings 4. Loans Total 30/06/2012 Total 31/12/2012 Negative reserve Positive reserve 30/06/2013 Negative reserve Negative reserve Positive reserve Negative reserve Positive reserve Assets/Values Positive reserve Negative reserve Positive reserve Insurance undertakings Banking group Consolidati Other on compani eliminations es and adjustments - (22,685) 26 (23) - - - - 26 (22,708) 4 (1,386) - - - - - - 4 (1,386) - (1,705) - - - - - - - - (1,705) - 4 (25,776) 26 (23) - - - - 30 (25,799) 178 (932) 134 - - - - - 312 (933) 170 SECTION 2 - CAPITAL AND CAPITAL RATIOS 2.1 - REGULATORY CAPITAL 2.2 – BANKING REGULATORY CAPITAL A. QUALITATIVE DISCLOSURES 1. Tier 1 capital The elements of Tier 1 capital are as follows: Positive Tier 1 elements: - Share capital - Share premium reserves - Reserves - Innovative capital instruments - Net profit for the period Prudential filters: increases in Tier 1 capital: - Fair value option: changes in credit rating - Redeemable shares - Forward purchase commitments in respect of capital instruments that can be calculated in Tier 1 capital - Other positive filters Negative elements of Tier 1 capital: - Treasury shares - Goodwill - Other intangible assets - Net loss for the period Prudential filters: deductions from Tier 1 capital: - Fair value option: changes in credit rating - Negative reserves for available-for-sale securities: - Equity securities and units of units in collective investment undertakings - Debt securities - Cumulative net capital loss on property, plant and equipment - Forward purchase commitments in respect of capital instruments that cannot be calculated in Tier 1 capital - Other negative filters The algebraic sum of these items represents Tier 1 capital. 171 2. Tier 2 capital The elements of Tier 2 capital are as follows: Positive Tier 2 elements: - Valuation reserves: Property plant and equipment: Special revaluation laws Own use assets - Positive reserves for available-for-sale securities: Equity securities and units of units in collective investment undertakings Debt securities - Innovative capital instruments not eligible for inclusion in Tier 1 capital - Hybrid capital instruments - Subordinated liabilities - Net capital gains on equity investments - Other positive elements Prudential filters: increases in Tier 2 capital: - Cumulative net capital gain on property, plant and equipment - Forward purchase commitments in respect of capital instruments that can be calculated in Tier 2 capital - Other positive filters Negative elements: - Net capital losses on equity investments - Receivables - Other Prudential filters: deductions from Tier 2 capital: - Ineligible share of valuation reserve for operating property, plant and equipment - Ineligible share of positive reserves for available-for-sale securities: Equity securities and units in collective investment undertakings Debt securities - Forward purchase commitments in respect of capital instruments that cannot be calculated in Tier 2 capital - Forward purchase commitments in respect of subordinated liabilities and hybrid capital instruments that cannot be calculated in Tier 2 capital - Other negative filters 3. Tier 3 capital The Group did not have any Tier 3 capital to report at 30 June 2013. 172 B. QUANTITATIVE DISCLOSURES Information on regulatory capital 30/06/2013 31/12/2012 A. Tier 1 capital prior to the application of prudential fìlters 570,055 573,635 B. Tier 1 prudential filters: (32,138) (16,056) B.1 Positive IAS/IFRS prudential filters (+) - - B.2 Negative IAS/IFRS prudential filters (-) (32,138) (16,056) C. Tier 1 capital including deductible elements (A + B) 537,916 557,578 D. Elements to be deducted from Tier 1 capital (26,680) (13,609) E. Total Tier 1 capital (C - D) 511,237 543,969 F. Tier 2 capital prior to the application of prudential filters 236,052 185,048 G. Tier 2 prudential filters: - (113) G.1 Positive IAS/IFRS prudential filters (+) - - G.2 Negative IAS/IFRS prudential filters (-) - (113) H. Tier 2 capital including deductible elements (F + G) 236,052 184,935 J. Elements to be deducted from Tier 2 capital (26,680) (13,609) L. Total Tier 2 capital (H - J) 209,373 171,326 - (24,521) 720,609 690,774 M. Elements to be deducted from Tier 1 and Tier 2 capital N. Regulatory capital (E + L - M) O. Tier 3 capital P. Regulatory capital including Tier 3 (N + O) - - 720,609 690,774 At 30 June 2013 the regulatory capital of the Group amounted to €720.6 million, an increase compared with the end of the previous year. Specifically, Tier 1 capital declined to €511.2 million. The change is essentially due to the effects of the prudential filters associated with changes in the credit rating. Tier 2 capital increased due to the Parent Company’s issue of a new five-year Lower Tier II subordinated debt in the amount of €60 million. The following table shows the changes in the key components of regulatory capital during the year. 173 REGULATORY CAPITAL – Opening balance (01/01/13) Tier 1 capital Opening balance (01/01/13) Positive Tier 1 elements Negative Tier 1 elements Tier 1 prudential filters Elements to be deducted from Tier 1 capital Closing balance (30/06/13) Tier 2 capital Opening balance (01/01/13) Positive Tier 2 elements Negative Tier 2 elements Tier 2 prudential filters: Elements to be deducted from Tier 2 capital Closing balance (30/06/13) Elements to be deducted from Tier 1 and Tier 2 capital Opening balance (01/01/13) Changes Closing balance (30/06/13) Tier 3 capital Opening balance (01/01/13) Changes Closing balance (30/06/13) REGULATORY CAPITAL – Closing balance (30/06/13) 174 690,774 543,970 (211,914) 208,334 (16,082) (13,071) 511,237 171,326 57,761 (6,757) 113 (13,071) 209,373 (24,521) 24,521 720,609 2.3 – CAPITAL ADEQUACY A. QUALITATIVE DISCLOSURES Banking groups must maintain a minimum level of regulatory capital equal to 8% of assets weighted for the risk of loss due to default (credit risk). In addition, banking groups must constantly maintain a level of capital (including Tier 3 capital) at least equal to the total capital requirement, which is equal to the sum of the capital requirements for credit risk, counterparty risk, market risk and operational risk. In 2002, banks were required to increase the capital requirement for credit risk by an additional 2%. This specific requirement is reported under “Other prudential requirements”. B. QUANTITATIVE DISCLOSURES Information on regulatory capital: capital adequacy Unweighted amounts 30/06/2013 31/12/2012 Categories / Values A. EXPOSURES 16,250,038 A.1 Credit risk and counterparty risk 1. Standardised approach 16,033,435 2. IRB approach 2.1 Foundation 2.2 Advanced 3. Securitisations 216,603 B. CAPITAL REQUIREMENTS B.1 Credit risk and counterparty risk B.2 Market risk 1. Standardised method 2. Internal models 3. Concentration risk B.3 Operational risk 1. Basic indicator approach 2. Standardised approach 3. Advanced measurement approach B.4 Other prudential requirements B.5 Other measurement elements B.6 Total prudential requirements C. EXPOSURES AND CAPITAL ADEQUACY RATIOS C.1 Risk-weighted assets C.2 Tier 1 capital/risk weighted assets (Tier 1 capital ratio) C.3 Regulatory capital including Tier 3/Risk-weighted assets (Total capital ratio) 175 13,993,593 13,758,945 234,648 Weighted amounts / requirements 30/06/2013 31/12/2012 6,143,023 6,037,725 105,297 6,192,694 6,081,017 111,677 491,442 210 210 43,620 2,511 41,109 121,697 656,970 495,416 282 282 43,620 2,511 41,109 122,363 661,681 8,212,121 6.2% 8.8% 8,271,013 6.6% 8.4% Quantitative disclosures (data reclassified for management purposes) Weighted amounts / requirements 30/06/2013 31/12/2012 C. EXPOSURES AND CAPITAL ADEQUACY RATIOS C.1 Risk-weighted assets C.2 Tier 1 capital/risk weighted assets (Tier 1 capital ratio) C.3 Regulatory capital including Tier 3/Risk-weighted assets (Total capital ratio) 176 6,690,902 7.6% 10.8% 6,741,477 8.1% 10.2% SECTION 3 – INSURANCE REGULATORY CAPITAL AND RATIOS Following are the insurance companies controlled by Banca Etruria: - BancAssurance Popolari SpA; - BancAssurance Popolari Danni SpA. BancAssurance Popolari SpA, as 49% owner of the insurance company BancAssurance Popolari Danni SpA, calculated the aggregate solvency position of the insurance companies under Italian insurance regulator IVASS’s (formerly ISVAP) Rule no. 18 of 12 March 2008. The method used by insurance companies, such as BancAssurance Popolari SpA, that do not prepare consolidated financial statements, to determine the adjusted solvency position is that laid out in Art. 7, paragraph 2 of the Rule. The data are drawn from the financial statements prepared on the basis of Civil Code rules. Under this method, the constituent parts of the solvency ratio are calculated by adding together the constituent elements of the participating insurance company and the proportional interest in the constituent elements of the of the subsidaryinsurance company. From these total constituent elements are subtracted the book value of the equity investment, the solvency ratio of the participating insurance company and the proportion of the solvency ratio of the subsidiary insurance company. The performance of BancAssurance Popolari SpA’s in the first half of 2013, and as resalt equity,benefitted from good performance of the treasury portfolio and good net funding for the period, as a result of the consolidation of a growing portfolio which ensures increasing commission income. The solvency margin to establish at 30 June 2013 was €41,946 thousand, while the constituent elements of the margin amounted to €50,878 thousand, leaving a surplus of €8,932 thousand and a solvency ratio of 121.29%. BancAssurance Popolari Danni SpA had a solvency margin to establish at 30 June 2013 of €3,700 thousand and an available margin of €4,423 thousand, with excess resources of €723 thousand. In view of the equity interest of 49% in BancAssurance Popolari Danni SpA, and the individual solvency positions of the companies, the adjusted solvency margin of BancAssurance Popolari SpA is equal to €43,759 thousand, with constituent elements amounting to €49,586 thousand, leaving an excess of €5,827 thousand and a solvency ratio of 113.32%. 177 178 Part G - Business combinations The Group was not involved in any business combinations during the period. 179 180 Part H - Transactions with related parties 181 182 Rules for transactions with related parties are designed to safeguard against the risk that the close relationship of the parties with the decision-making bodies of the company may compromise the objectivity and impartiality of business decisions, with possible distortions in the resource allocation process, exposure of the company to risks that were not properly measured or protected against and potential losses for the company and its stakeholders. In 2002, Banca Etruria adopted a specific internal procedure for carrying out transactions with related parties to implement the disclosure requirements envisaged in Consob Regulations and recommendations of the Corporate Governance Code for Listed Companies. Furthermore, following Consob Resolution no. 17221 of 12 March 2010, the policy “Rules for related party transactions”, in compliance with the provisions of Article 2391-bis of the Italian Civil Code, was adopted. The document, which replaces the previous internal procedure, governs the identification, approval and execution of transactions with related parties carried out directly or indirectly by the Bank and sets out rules to ensure the transparency and substantive and procedural propriety of those transactions, establishing the procedures for compliance with disclosure requirements. The rules ensure coordination with the administrative and accounting procedures referred to in Article 154-bis of the Consolidated Law on Financial Intermediation. The Group companies are required to comply with the provisions of the rules on transactions with the related parties of Banca Etruria and the disclosure of transactions with their own related parties in the framework of their financial reporting. The subsidiary Banca Popolare Lecchese SpA, as an issuer of shares widely held by the general public, has prepared analogous rules for transactions it undertakes with its own related parties in addition to following the Parent Comapny Banca Etruria’s Rules. The aforementioned document envisages that the concept of related parties includes additional aspects than those included in IAS 24, whose update became effective 1 January 2011. Specifically, paragraph 9 of IAS 24 defines the concept of related parties as follows. a) A person, or a close family member of said person, is a related party to an entity that prepares financial statements if said person: i. ii. iii. controls or has joint control of the entity that prepares financial statements; has notable influence on the entity that prepares financial statements; or is one of the managers with strategic responsibilities of the entity that prepares financial statements or of one of its parent companies. b) An entity is a related party of another entity that prepares financial statements if any one of the following conditions apply: i. both the entity and the entity that prepares financial statements are part of the same group (which means that each parent company, subsidiary or group company is a related party of the others); ii. the entity is an associated company or joint venture of the other entity (or an associated company or joint venture of a group to which the other entity belongs); iii. both entities are joint ventures of the same counterparty; iv. the entity is a joint venture of a third party entity and the other entity is an associated company of said third party entity; v. the entity represents a defined benefit plan following the termination of the employment relationship for employees of the entity that prepares financial statements or is a related party to said entity. If the entity that prepares financial statements also represents a plan of this type, the employers that sponsor said entity are also related parties to the entity that prepares financial statements; 183 vi. vii. the entity is a subsidiary or jointly controlled subsidiary of a person identified under letter a); a person identified under letter a)/i) has significant influence on the entity or is one of the managers with strategic responsibilities of the entity (or of one of its parent companies). At the operations level, the Rules for related party transactions: • establish the procedures for handling and approving transactions with related parties, differentiating between transactions of greater or lesser importance, in compliance with the recommendations of Consob; • establish the cases for partial or full exemption from application of the decision making procedures pursuant to Article 13 of Consob Resolution no. 17221/2010; • specify the notion of “independent director” for the purposes of regulations in this area; • establish the procedures and deadlines with which the Committee of Independent Directors, which issues an opinion on transactions with related parties, and the administrative and control bodies must be provided with information on transactions, accompanied by the supporting documentation, before approval and during the subsequent execution of the transaction; • set rules governing transactions with related parties carried out with the subsidiaries of Banca Etruria. To supplement the Rules, the Bank also prepared operating rules in order to optimise monitoring, management and control of transactions with related parties by personnel and levels of decision-making powers. In 2012, no notifications were made of transactions of “greater importance” pursuant to Article 4, paragraph 1 (a) of Resolution no. 17221 of 12 March 2010 and the related Annex 3. Finally, note that on 28 June 2012, Banca Etruria approved the “Rules for transactions with connected parties” with the aim of governing the acquisition, management and decision-making processes of positions with connected parties. To determine the subjective perimeter of relevance, Banca Etruria made use of the concept of “connected parties” provided in Supervisory regulations and supplemented with additional cases of the notion of related parties envisaged in the Consob regulation (Annex 1 of Regulation adopted with Resolution no. 17221 of 12 March 2010 and subsequently amended with Resolution no. 17389 of 23 June 2010) and IAS 24. The aforementioned Regulation identifies a unique procedure that combines the procedural, organisational and technical profile contained in both the Consob regulation regarding transactions with related parties and the new regulation issued by Bank of Italy. This decision was made in consideration of instructions from Supervisory Authorities who, until the publication of the reference documents, had specified that listed banks may prepare a single valid procedure for transactions that fall under the application scope of both regulations, with regard to the coordination of the Consob regulation on related parties. At the Board of Directors meeting of 19 December 2012, a “Business Operating Process” (POA) was resolved to fully govern the provisions implemented, with the purpose of: - identifying the perimeter of parties considered relevant in accordance with regulations; - identifying the transactions included in said perimeter; - describing the different decision-making processes according to the type of transaction; - monitoring relevant transactions; - defining information flows; - identifying audit controls. 184 1. Information on the remuneration of directors and management 1.1 Remuneration of directors and management General Manager, Deputy General Managers and other key management personnel Directors and members of Board of Auditors Compensation and social security contributions Post-employment benefits Termination pay 1,498 - 1,957 79 40 1,498 2,076 - Total 2. Information on transactions with related parties 2.1 Intercompany transactions The following table reports the balances at 30 June 2013 for the main financing transactions between the companies of the Banca Etruria Group: Creditor Banca Etruria Banca Oro Federico Italia Mecenate Del TOTAL Trading Srl Vecchio Spa (*) Spa Banca Popolare Lecchese Spa BAP Vita Spa (*) BAP Danni Spa (*) Etruria Informatica Srl 115,497 967 436 15,109 33,082 1,509 10 166,610 - - - - - - - - - - - - - - - - - - - - - 122 - - 883 - 12,551 Debtor Banca Etruria BAP Vita Spa (*) - BAP Danni Spa (*) - - Etruria Informatica Srl - - - Banca Popolare Lecchese Spa 113 - 9 - Banca Federico Del Vecchio Spa 827 - 17 - 39 Oro Italia Trading Spa (*) 12,551 - - - - - Mecenate Srl 14,996 - - - - - - 28,487 115,497 993 436 15,148 33,082 1,509 TOTAL 14,996 10 195,162 (*) Consolidated companies wich do not belongto the Group; all other companies belong to the Banca Etruria Group. 185 The following table reports the main intercompany revenues and costs at 30 June 2013 between the companies within the scope of consolidation: Intercompany revenues Banca Etruria Banca Oro Federico Italia Mecenate Del TOTAL Trading Srl Vecchio Spa (*) Spa Banca Popolare Lecchese Spa BAP Vita Spa (*) BAP Danni Spa (*) Etruria Informatica Srl 781 22 568 359 8,309 - 1 10,040 - 15 30 224 - - 4,778 - 1 3 - - 220 - - - - 53 80 - - 455 - - 572 - 485 Intercompany costs Banca Etruria BAP Vita Spa (*) 4,509 BAP Danni Spa (*) 101 115 53 - - Banca Popolare Lecchese Spa 350 - - 25 Banca Federico Del Vecchio Spa 531 - - 41 - Oro Italia Trading Spa (*) 485 - - - - - Mecenate Srl 412 - - - - - - 6,441 896 22 649 390 8,616 - Etruria Informatica Srl TOTAL 412 1 17,015 (*)Consolidated companies wich do not belong to the Group; all other companies belong to the Banca Etruria Group. All of the transactions listed above were carried out at market conditions. 2.2 Other related parties Due to Customer Percentag Percentag customer loans e of total e of total s Financial assets and liabilities held for trading Percentag Guarante Percentag Contribution e of total es issued e of total margin (*) Percentag e of total Directors and statutory auditors Key management personnel Other related parties 308 n.s. 1,243 0.01% - - - - 6 n.s. 188 22,506 n.s. 0.32% 295 13,445 n.s. 0.12% - - - - 4 290 n.s. 0.13% TOTAL 23,002 14,983 - - (*) The amount regards interest and commissions charged/paid on the various forms of lending and funding. All of the transactions listed above were carried out at market conditions. 186 300 Part L - Operating segments 187 188 OPERATING SEGMENTS – CONSOLIDATED RESULTS BY BUSINESS SEGMENT AT 30 JUNE 2013 This section presents the consolidated results by business segment according to IAS 14 and the more recent IFRS 8. The allocation of the various aggregates is based on qualitative and quantitative thresholds coherent with the customer segmentation used by the Group to define its commercial policies and that constitutes the basis for management accounting. The identified business units have similar economic characteristics and the segments are similar in each of the following respects: - the nature of the products and services and of distribution processes; the type of customer; marketing methods; the nature of the regulatory environment. Business units that do not meet the quantitative thresholds are still reported given their strategic importance. Hereinafter, the terms “sector”, “segment” and “business unit” are used as synonyms. The primary basis of reporting envisages the following operational sectors: o RETAIL: this includes activities directed at the internal categories denominated People, Affluent, Small Business and Small and Medium-Sized Institutions and Entities. The segment regards products such as: loans and deposits in any form, financial, banking and payment services, financial, insurance and asset management products, debit and credit cards, consumer credit and leasing. Operational and relationship management of retail customers is carried out by individual branches, which are in turn coordinated by Territorial Centres. The Territorial Centres are supported in their coordination role by the Retail department (in turn organised into the Private Customers unit, the POE unit and the Development unit) of the Central Commercial Department at Headquarters The figures for this business unit also include the income statement and balance sheet results of Banca Federico Del Vecchio SpA and Banca Popolare Lecchese SpA, which offer products designed for retail customers. o CORPORATE CUSTOMERS: this includes activities directed at business customers in the Corporate, Corporate Oro, Corporate Key Client, and Corporate Key Client Oro sectors. The product offering consists of loans and deposits in any form, financial, banking and payment services, financial, insurance and asset management products, debit and credit cards, consumer credit and leasing. Activities at the operational level are managed through the branch network, while relationships are managed through a decentralised unit of Corporate and Corporate Key Client managers coordinated by the Territorial Centres which include an Enterprise Coordinator and the support of the Enterprise segment (in turn organised into the Enterprise unit and the Key Client Relationships unit) of the Central Commercial Department at Headquarters. o PRIVATE BANKING: this covers activities directed at high-net-worth individuals. The segment regards products such as: loans and deposits in any form, financial, banking and payment services, financial, insurance and asset management products, debit and credit cards, consumer credit and leasing. Activities at the operational level are managed through the branch network, while relationships are managed through the decentralised unit of Private 189 Banking and Private Banker Executive coordinated by the Territorial Centres with the support of the Private Banking unit within the Central Commercial Department at Headquarters. o INVESTMENT BANKING/TREASURY: this sector includes management of the bankings group’s own portfolio and treasury operations. The figures for the business unit include all balance sheet and income statement data relating to funding, lending and service relationships between the Parent Company and Group companies. They also comprise large-scale direct funding relationships with institutional customers. The business unit is also allocated the imputed costs and revenues from the funding and lending flows generated by the branch networks of the Group banks, as determined on the basis of a system of internal transfer rates. o INSURANCE: this comprises the activities of the insurance companies BAP – BancAssurance Popolari SpA and BAP Danni SpA. The two companies place their products almost exclusively through the Group banks. o CORPORATE CENTRE: this segment comprises the Group’s governance and control functions, which support operations and coordinate the business portfolio. It also includes joint service activities for multiple business units with a view to ensuring operational productivity and organisational consistency. The Corporate Centre structure is made up of centralised functions at the Parent Company (administration, management control, risk management, human resources administration, organisation, litigation, etc.), and the centralised functions of Banca Federico del Vecchio SpA and Banca Popolare Lecchese SpA, as well as functions at subsidiaries whose activity directly supports the governance function (Etruria Informatica Srl, Oro Italia Trading SpA and Mecenate Srl). Note that leasing and consumer credit are considered part of the product offering to customer business units. The principles defined by senior management in the internal management control model were given preference over administrative criteria in constructing performance data for the segments: - - - Contributions to net interest income were computed on the basis of internal transfer interest rates differentiated by technical form, maturity, type of maturity and currency. These rates take into account both the risk-free market component and the bank-specific components (credit spread of Group banks, liquidity risk spread and operational risk spread). The margin on services was obtained on the basis of direct allocation of actual individual commission income and expense components. Operating expenses were distributed among the individual organisational units in the sector, either directly or using cost drivers, allocating the expenses directly correlated with specific activities to each business unit. Provisions and adjustments were assigned directly. In particular, writedowns of loans are determined at the individual relationship level and allocated to the appropriate segment. The balance sheet shows items attributed to the business units net of intercompany transactions. 190 The figures for each business unit in the income statement are shown net of intercompany transactions, considering the relationships between the various lines of business whose eliminations are included in the final figure for the Corporate Centre. Balance sheet data CONSOLIDATED REPORT SEGMENT INFORMATION - BALANCE SHEET DATA AT 30.06.2013 (€/1000) ITEM DESCRIPTION BUSINESS SEGMENT INVESTMENT BUSINESSES BANKING/TREASU RY PRIVATE BANKING RETAIL TOTAL CONSOLIDATED CORPORATE CENTRE INSURANCE FINANCIAL ASSETS - - - 8,005,891 952,332 - 8,958,223 DUE FROM BANKS - - - 349,053 32,652 768 382,472 3,658,260 44,324 2,760,234 317,677 1,762 74,882 6,857,139 - - - 1,454,788 - - 1,454,788 DUE TO CUSTOMERS 3,140,088 490,177 607,594 6,557,465 59 25,877 10,821,259 OUTSTANDING SECURITIES AND LIAB. FVO 1,472,599 387,100 40,318 936,329 45,884 - 2,882,230 - - - 43,578 - - 43,578 1,788,060 1,053,873 114,101 210,734 - 920,817 4,087,586 CUSTOMER LOANS DUE TO BANKS FINANCIAL LIABILITIES INDIRECT ASSETS UNDER MANAGEMENT AND ADMINISTRATION Income statement data CONSOLIDATED REPORT SEGMENT INFORMATION - INCOME STATEMENT DATA AT 30.06.2013 (€/1000) BUSINESS SEGMENT ITEM RETAIL PRIVATE BANKING NET INTEREST INCOME 30,567 NET COMMISSIONS GROSS INCOME WRITEDOWNS FOR IMPAIRMENT a) loans b) AFS financial assets c) HTM financial assets d) other financial transactions BUSINESSES INVESTMENT BANKING/TREASURY (4,489) 40,115 32,458 3,486 13,953 (2,846) 62,840 (1,003) 54,068 76,302 (55,928) (55,715) (213) (35) (35) (1) (62,126) (61,925) (201) 32,634 17,549 (6,206) 41,146 (420) 215,655 (3) (3) (1) - 6,913 (1,039) (8,058) 76,298 23,870 6,913 (1,039) (8,058) 76,298 6,099 (73,371) (1,858) (3,367) (66,456) (2,896) (11,425) (1,257) 75,041 119,331 302 NET GAIN (LOSS) FROM FIN. ACTIVITIES AND INSUR. NET OPERATING EXPENSES 2,956 23,871 NET RESULT FROM FINANCIAL ACTIVITIES PRE-TAX OPERATING INCOME TOTAL CONSOLIDATED CORPORATE CENTRE INSURANCE (1) (1) (421) (118,093) (117,677) (416) 97,562 4,037 84,250 (2,782) 6,718 (75,915) 3,317 10,755 8,335 At 30 June 2013, the Group’s core business, which consists of the provision of banking and financial services to customers (retail, private banking, and enterprise), generated losses before taxes of €80.7 million, compared with a consolidated total loss of €8.3 million. The loss was affected by impairment equivalent to €117.7 million (for the retail, private banking and enterprise sectors). The Retail segment had a pre-tax loss of €66.4 million and was impacted by writedowns of loans totalling €55.7 million. The Enterprise customers segment generated a pre-tax loss of €11.4 million, with profitability affected by €61.9 million in writedowns of loans. The Private Banking sector had a pre-tax loss of €2.9 million, due primarily to the negative interest margin. 191 The Investment Banking and Treasury business unit reported a pre-tax profit of €75 million. The companies in the insurance sector show a pre-tax profit of €3.3 million. 192 193 Statement of the maanger responsible for the preparation of the financial reports 194 195 196 197 Report of the independent auditors 198 199 200 201 202 Appendix - The Parent Company Banca Etruria 203 204 Financial statements of Banca Etruria 205 206 BALANCE SHEET - ASSETS Assets 30/06/2013 31/12/2012 10 Cash and cash equivalents 69,867,411 76,191,016 20 Financial assets held for trading 97,264,686 100,484,153 40 Financial assets available for sale 7,067,153,243 4,828,224,164 50 Financial assets held to maturity 763,933,407 - 60 Due from banks 372,436,716 614,504,035 70 Customer loans 6,592,195,924 7,253,789,949 164,815,452 164,803,352 93,681,808 94,788,923 6,678,829 7,665,160 - - 100 Equity investments 110 Property, plant and equipment 120 Intangible assets - of which: - goodwill 130 Tax assets a) current b) deferred pursuant to Law 214/2011 207,703,834 26,303,176 181,400,658 147,957,671 194,246,415 1,510,381 192,736,034 155,864,062 150 Other assets 504,704,236 200,964,580 Total assets 15,940,435,548 13,535,661,746 207 BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities and shareholders’ equity 30/06/2013 10 20 30 40 Due to banks Due to customers Outstanding securities Financial liabilities held for trading Financial liabilities designated at fair value through 50 profit or loss 60 Hedging derivatives 80 Tax liabilities a) current b) deferred 31/12/2012 1,646,353,746 10,809,277,456 1,666,991,130 42,513,669 1,806,671,543 8,169,703,421 1,688,857,489 52,932,383 844,216,396 20,628,782 3,937,893 3,937,893 851,983,416 26,002,992 12,542,562 12,542,562 280,161,048 244,446,477 100 Other liabilities 110 Provision for staff termination pay 29,102,270 32,061,181 120 Provisions for risks and charges: a) pensions and similar commitments b) other provisions 28,723,595 28,723,595 54,845,347 54,845,347 130 Valuation reserves (20,592,013) 4,917,322 160 Reserves 146,123,402 147,078,928 165 Advances on dividends (-) - - 170 Share premium reserves 103,663,116 319,725,238 180 Share capital 342,645,520 342,645,520 190 Treasury shares (-) (5,182,510) (8,818,690) 200 Net profit (loss) for the period (+/-) 1,872,048 (209,933,384) 15,940,435,548 13,535,661,744 Total liabilities and shareholders’ equity 208 INCOME STATEMENT Items 10 20 30 40 50 60 70 80 90 100 110 120 130 140 150 160 170 180 190 200 210 230 240 250 260 290 30/06/2013 Interest income and similar revenues Interest expense and similar charges Net interest income Commission income Commission expense Net commissions Dividends and similar revenues Net result on trading Net result on hedging Gain (loss) from disposal or repurchase of: a) loans b) financial assets available for sale c) financial assets held to maturity d) financial liabilities Net result on financial assets and liabilities designated at fair value Gross income Net impairment losses on: a) loans (*) b) financial assets available for sale c) financial assets held to maturity d) other financial transactions Net result from financial activities Administrative expenses: a) personnel expenses b) other administrative expenses Net provisions for risks and charges (*) Net writedowns/writebacks of property, plant and equipment Net writedowns/writebacks of intangible assets Other operating (expenses) income Operating expenses Profit (loss) from equity investments Goodwill impairment Gain (loss) on disposal of investments Profit (loss) from current operations before tax Income taxes on current operations for the period Net Profit (loss) for the period 30/06/2012 193,428,868 (97,536,809) 95,892,058 47,298,527 (8,161,797) 39,136,730 2,659,848 2,449,504 (133,610) 28,043,089 383,458 28,357,981 (698,350) 15,034,169 191,665,392 (111,327,655) 80,337,737 52,283,249 (7,129,117) 45,154,132 2,021,856 2,904,765 (79,112) 18,543,914 393,506 16,768,613 1,381,796 6,830,009 183,081,789 (108,957,922) (108,575,125) (382,798) 74,123,866 (94,378,820) (51,201,641) (43,177,179) 22,262,572 155,713,301 (55,235,377) (50,588,726) (877,196) (3,769,455) 100,477,923 (92,841,522) (54,343,990) (38,497,533) (71,049) (1,806,016) (1,206,454) 11,016,689 (64,112,029) 10,011,838 (8,139,790) 1,872,048 (2,473,735) (460,548) 6,588,718 (89,258,134) 11,219,789 (4,813,639) 6,406,150 (*) Item 130 “Net impairment losses on loans” includes impairment on loans (€22.5 million) accounted for as an individual item. At 31 December 2012, this impairment was allocated for technical reasons to item 160 “Net provisions for risks and charges”, as is also described in the notes to the 2012 financial statements. Therefore, this entry has no effect on the income statement for the period, since the income resulted from the release in the same amount of the aforementioned provisions for risks and charges (under item 160 - Net provisions for risks and charges). 209 Statement of comprehensive income Items 10. 20. 30. 40. 50. 60. 30/06/2013 Net profit (loss) for the period Other income components net of taxes with no reversal to income statement Property, plant and equipment Intangible assets Actuarial gains (losses) on defined benefit plans Non-current assets classified as held for sale Share of valuation reserves of equity investments accounted for using equity method 30/06/2012 1,872,048 6,406,150 (1,459,607) - (12,179,797) - - - - - (25,017,909) - (514,254) - (26,477,516) (24,605,468) (12,694,051) (6,287,901) Other income components net of taxes with reversal to income statement 70. 80. 90. 100. 110. Hedging of foreign investments Exchange rate differences Cash flow hedges Financial assets available for sale Non-current assets held for sale Share of valuation reserves of equity investments accounted for using equity 120. method 130. Total other income components net of taxes 140. Comprehensive income (Items 10+130) 210 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Change during the period Equity Transactions Allocation of profit for previous period Shareholders' equity at 31/12/2012 Change in Shareholders' opening equity at balance 01/01/2013 Share capital: a) ordinary shares b) other shares 342,645,520 342,645,520 - 342,645,520 342,645,520 - - - Share premium reserves 319,725,238 319,725,238 (209,933,381) (6,128,741) Reserves: a) retained earnings b) other 147,078,928 130,898,568 16,180,360 - 147,078,928 130,898,568 16,180,360 - 4,917,322 (757,886) 2,232,842 3,442,366 - - 4,917,322 (757,886) 2,232,842 3,442,366 - Valuation reserves: - available for sale - actuarial gains/losses - special revaluation laws Equity instruments Treasury shares Net profit (loss) for the period Shareholders’ equity (8,818,690) (209,933,381) 595,614,937 Dividend and similar Reserves Change in reserves (955,526) 12,655 (968,181) (209,933,381) Purchase of own shares - Comprehensive Shareholders’ equity at income for 30/06/2013 period ended 30/06/2013 - 342,645,520 342,645,520 103,663,117 - - 146,123,402 130,911,223 15,212,179 - 968,181 968,181 (26,477,516) (25,017,909) (1,459,607) - (8,818,690) - Issues of new shares Change in Stock Equity Options instruments 15,988,428 209,933,381 (12,352,248) (5,182,510) - 595,614,937 - 211 12,655 9,859,686 (12,352,248) (20,592,013) (25,775,795) 773,235 4,410,547 - - - 1,872,048 1,872,048 (24,605,468) 568,529,563 Change during the period Allocation of profit for previous period Shareholders' equity at 31/12/2011 Share capital: a) ordinary shares b) other shares 225,662,616 225,662,616 - Share premium reserves 319,832,091 Reserves: a) retained earnings b) other 141,413,382 127,073,120 14,340,262 Valuation reserves: - available for sale - actuarial gains/losses - special revaluation laws (36,831,041) (50,505,946) 5,570,213 8,104,693 Equity instruments Treasury shares Net profit (loss) for the period Shareholders’ equity Change in opening balance Shareholders' equity at 01/01/2012 Change in reserves Issues of new shares 225,662,616 225,662,616 319,832,091 - 7,051,957 7,051,957 - - (74,194) - 141,413,382 127,073,120 14,340,262 24,192,384 24,192,384 - - (36,831,041) (50,505,946) 5,570,213 8,104,693 2,458,258 2,458,258 (8,308,529) 24,642,384 (8,308,529) 24,642,384 668,869,160 Dividend and similar Reserves Equity Transactions - 668,869,160 28,578 28,578 - (7,051,957) (7,051,957) - Purchase Change in Stock of own Equity Options shares instruments Comprehensive Shareholders’ equity at income for 30/06/2012 period ended 30/06/2013 - 232,714,573 232,714,573 319,757,897 - - 158,582,387 144,242,125 14,340,262 - (145,658) (145,658) (12,694,051) (12,179,797) (514,254) (487) 2,457,771 119,829 (246,523) (24,192,384) (450,000) (450,000) 212 (117,079) 45,635 (246,523) (487) (49,670,750) (62,685,744) 5,055,959 7,959,035 - 6,406,150 (8,435,223) 6,406,150 (6,287,902) 661,812,805 CASH FLOW STATEMENT A. OPERATING ACTIVITIES 1. Operations (+/-) - Net profit (loss) for the period (+/-) - Gain/loss on financial assets HFT and financial assets/liabilities at FV (-/+) - Gain/loss on hedging (-/+) - Net writedowns/writebacks for impairment (+/-) - Net writedowns/writebacks on property, plant and equipment and intangible assets (+/-) - Net provisions for risks and charges and other costs/revenues (+/-) - Taxes and duties not paid (+) - Other adjustments (+/-) 2. Liquidity generated/absorbed by financial assets (+/-) - Financial assets held for trading - Financial assets available for sale - Due from banks: on demand - Customer loans - Other assets 3. Liquidity generated/absorbed by financial liabilities (+/-) - Due to banks: on demand - Due to customers - Outstanding securities - Financial liabilities held for trading - Financial liabilities designated at fair value through profit and loss - Other liabilities Net liquidity generated/absorbed by operating activities (+/-) 30/06/2013 30/06/2012 84,518,863 1,872,048 (38,476,342) 133,610 139,482,481 43,175,287 6,406,150 (15,201,306) 79,112 59,023,315 3,012,471 (21,576,264) 2,730,707 (2,659,848) (1,865,154,240) 14,916,345 (2,263,946,989) 242,067,319 504,747,999 (362,938,914) 2,539,009,018 (160,317,796) 2,657,320,378 (21,866,359) (10,418,715) 19,012,444 55,279,066 758,373,640 2,934,283 869,293 (8,913,705) (2,021,856) (2,241,469,850) 27,343,904 (2,404,825,994) 76,255,564 215,408,894 (155,652,217) 2,197,842,249 (314,813,063) 2,888,873,719 (317,452,020) (6,163,697) (124,068,649) 71,465,959 (452,312) 2,712,420 2,659,848 (764,917,103) (12,100) (763,933,407) (751,473) (220,123) (762,204,683) 2,021,856 2,021,856 (2,288,009) (255,000) (2,492,562) (2,492,562) (6,323,605) (200,888) (487) (450,000) (651,375) (1,369,841) B. INVESTMENT ACTIVITIES 1. Liquidity generated by (+) - Dividends received from equity investments 2. Liquidity absorbed by (-) - Purchase of equity investments - Purchase of financial assets held to maturity - Purchase of property, plant and equipment - Purchase of intangible assets Net liquidity generated/absorbed by investment activities (+/-) (1,950,560) (82,449) (266,154) C. FUNDING ACTIVITIES - Issue/purchase of own shares - Issue/purchase of equity instruments - Distribution of dividends and similar allocations Net liquidity generated/absorbed by funding activities (+/-) NET LIQUIDITY GENERATED/ABSORBED DURING THE PERIOD RECONCILIATION Amount Balance sheet items: 30/06/2013 30/06/2012 Cash and cash equivalents at the beginning of the period Net liquidity generated/absorbed during the period Cash and cash equivalents: exchange rate effect Cash and cash equivalents at the end of the period 76,191,016 (6,323,605) 69,867,411 63,796,443 (1,369,841) 62,426,602 211 The main balance sheet aggregates of Banca Etruria Change BALANCE SHEET AGGREGATES 30/06/2013 a 31/12/2012 b 6,591,622 7,253,218 (661,595) -9.1% (1,273,917) (1,192,168) (81,750) 6.9% Bonds (2) 76,145 130,324 Financial assets held for trading 97,265 100,484 7,067,153 4,828,224 763,933 - 10,809,277 8,169,703 2,511,208 2,540,841 13,320,485 10,710,544 568,530 595,615 (€/1000) Customer loans (1) Net interbank position Financial assets available for sale Financial assets held to maturity Due to customers (A) Outstanding securities(B) (3) Direct funding (A + B) Equity including net profit Total % (54,178) -41.6% (3,219) -3.2% 2,238,929 46.4% 763,933 n.s 2,639,574 32.3% (29,633) -1.2% 2,609,941 24.4% (27,085) -4.5% (1) Net of securities under loans and receivables classified in item 70 of the balance sheet assets (Customer loans), in the amount of €0.6 million. (2) Securities under loans and receivables classified in item 60 of the balance sheet assets (Due from banks), in the amount of €75.6 million and classified in item 70 (Customer loans), in the amount of €0.6 million. (3) Items 30 and 50 of the balance sheet liabilities. Customer loans At 30 June 2013, Customer loans came to €6.6 billion, with a decline of 9.1% (€661.6 million in absolute value) compared with 31 December of last year. This trend, which was also seen in previous periods (there was a €328 million decrease in the first quarter of 2013), is once again the result of the deterioration in the economic scenario, which caused a drop in credit supply and demand, as well as the internal decision to create partnerships to distribute certain types of loans. Outsourcing involves the medium-/long-term product portfolio, particularly leases, personal loans and medium-/long-term loans to private customers. In fact, the largest change relates to medium/long-term loans, particularly mortgages (€284.4 million), whilst in terms of short-term forms, current accounts declined by approximately €61 million. Institutional loans and loans to central banks were also down by over €317 million. 212 In accordance with the strategic policies of the latest Business Plans, the Bank therefore prioritised the objectives of balancing structural liquidity and capital, as well as reclassifying the loans portfolio, also through commercial agreements with leading, highly specialised partners. In this respect, the Bank disbursed a total of €209.5 million to over 8,500 customers through its network and commercial partnerships in the first half of 2013, confirming its support of the community despite the difficult economic environment. In fact, the Bank remains focused on exploiting as much as possible the potential of providing credit to the economy, with the awareness that local intermediaries which are close to the community need to provide support to re-start the economic engines. The decision to form partnerships for the placement of some loan forms, the weak economic environment and, last but not least, stricter rules for selecting counterparties, both for existing relationships and new lending, resulted in a reduction in the stock of loans. This adds to the effect of writedowns recognised during the half which, by increasing the provisions for loans, reduce the corresponding net value in the financial statements. The following table contains the values relating to the stock of loans, compared with the same figures as at 31 December 2012, broken down by technical form, which demonstrate a trend that confirms the description provided above on the credit policies followed by the Bank during the first half. Customer loans LOANS (€/1000) 30/06/2013 Current accounts Medium/long-term loans Credit cards and personal loans Impaired loans Other lending TOTAL CUSTOMER LOANS 702,716 2,977,675 110,344 1,569,047 1,232,414 6,592,196 31/12/2012 763,734 3,262,119 130,264 1,410,753 1,686,920 7,253,790 Change Total % (61,018) -8.0% (284,444) -8.7% (19,920) -15.3% 158,294 11.2% (454,506) -26.9% (661,594) -9.1% Volumes increased in the impaired loans segment (€+158.3 million in net value), as proof of the continuation of the crisis situation with tangible effects on the country’s economic and productive fabric, evidenced not only in the crisis of an increasing number of enterprises which are required to stop doing business, but also in unemployment growth and the difficulties faced by households to meet their commitments. Loan impairment and the resulting increase in writedowns already impacted the financial statements of the main banks at the end of last year. Information provided by the Bank of Italy in its Economic Bulletin indicated that the deterioration of credit quality (particularly for enterprises) would remain high in the first half of 2013. Being a community bank and with a keen interest in the needs of both households and small and medium-sized businesses, Banca Etruria has been affected by this situation and continues to record an increasing trend in non-performing loans. The gross value of doubtful loans amounted to €1.3 billion as at 30 June 2013, up by €267.9 million compared with the end of the previous year. There was a €125.2 million rise in provisions compared with December 2012. The coverage ratio amounted to 52.9%. The gross value of substandard loans was up by €24.6 million, with a coverage ratio of 16.8%. Overall, the coverage ratio of non-performing exposures is 35.5%, in line with 31 December 2012 (35.2%). 213 Direct funding In this still very widespread economic scenario, banks continue to prioritise the pursuit of funding objectives in order to ensure adequate liquidity. Although actions by the European Central Bank have helped to ease critical market issues since the second half of 2012, banks have continued to pursue stable forms of funding. Obviously, this objective is difficult to achieve in the current scenario, in which households and businesses have seen their income and turnover decline. Attracting households and consumers with increasingly competitive products may not be enough in this historic moment of difficulty in the labour market and in the area of savings. Direct funding DIRECT FUNDING (€/1000) Financial liabilities at amortised cost - Demand funding - Bonds (including subordinated bonds) - Repurchase agreements - Other liabilities at amortised cost Financial liabilities designated at fair value Direct funding - Other financial liabilities Total direct funding (book value) 30/06/2013 6,177,132 2,982,715 1,629,334 1,565,083 844,216 7,021,348 6,299,137 13,320,485 31/12/2012 6,256,408 2,921,975 1,632,378 94 1,701,960 851,983 7,108,391 3,602,153 10,710,544 Change Total % (79,276) -1.3% 60,740 2.1% (3,044) -0.2% (94) -100.0% (136,878) -8.0% (7,767) -0.9% (87,044) -1.2% 2,696,984 74.9% 2,609,940 24.4% Despite this difficult economic phase, Banca Etruria’s funding activity has continued to develop over the course of the first half of 2013: during this period, total direct funding has grown by a good €2.6 billion, reaching €13.3 billion. Net of transactions on collateralised markets (€6.3 billion in June 2013, there was only a modest dip of €87 million in direct funding (-1.2%). This performance, which reflects the basic stability of funding activities with customers, is affected by households’ lower propensity to save as well as by the fact that not all maturing funding sources have been replaced, particularly institutional bonds. On the other hand, the decision to steadily reduce dependence on institutional counterparties resulted in development in funding which privileged qualitative objectives of increased granularity and stability, rather than simply quantitative objectives. In fact, relationships with large customers especially recorded a significant reduction. Amounts due to customers14 decreased by €57.4 million, while notes payable were down €29.6 million, of which €18.8 million relates to certificates of deposit and the rest relates to bonds. This last figure means that the Bank has a good capacity to replace its maturing funding: in particular, the Bank did not renew institutional bonds maturing in the first half of 2013, amounting to €100.6 million, and moved up the repurchase of €63 million in institutional bonds maturing subsequent to the end of the half. The disintermediation of institutional customers - in addition to the considerable progress already made in 2012 - and the higher percentage weight of funding from individuals contributes towards keeping sources of loan funding balanced and stable over time. 14 Amounts due to customers calculated net of transactions on collateralised markets 214 We also highlight that direct funding trends (net of funding on collateralised markets) are also related to the strategy outlined by the Bank in 2013 of offering customers increasingly targeted products, including indirect funding products, which are consistent with the customer’s needs and profile and are able to meet the customer’s profitability expectations while also supporting the Bank’s margin on services. After 2012 in which the objective of increasing the percentage weight of direct funding from individuals was reached through the disintermediation of institutional customers, in 2013, aside from maintaining that balance in types of lending, the target is growth in amounts of indirect funding, as shown below. Indirect funding INDIRECT FUNDING (*) (€/1000) TOTAL INDIRECT FUNDING (market value) - of which: Managed Insurance Administered Managed + Insurance as % of total indirect 30/06/2013 31/12/2012 3,755,500 758,894 866,710 2,129,897 43.3% 3,639,985 1,528,353 792,727 1,318,905 63.8% Change Total % 115,516 3.2% (769,459) -50.3% 73,983 9.3% 810,991 61.5% (*) Figures reported are those used for managemet purposes. At the end of the first half of 2013, the Bank’s indirect funding totalled €3.8 billion, up by €115.5 million compared to the end of last year (+3.2%). In June, there was an €800 million recomposition in this segment between assets under management and assets under administration following the decision to manage BAP’s assets internally. Until April, they were managed by a third-party asset management company (Anima Sgr). As a result, as at 30 June 2013, assets under management reached €758.9 million, while assets under administration exceeded €2.1 million. Net of this recomposition, trends are positive for assets under management on the whole: in fact, investment funds were up by 6.7%, equal to €40.7 million, and asset management net of the aforementioned effect was down by approximately €10 million. During the half, assets under administration were also up net of the recomposition, which involved a flow of €800 million in assets channelled primarily to government securities and partly to bonds. Finally, within this area, the reduction in investments in equity securities and their market value (-15.4% compared to the end of 2012) continued. Insurance funding, which accounts for 23.1% of all indirect funding, registered 9.3% (€+74 million) growth since the beginning of the year, to reach a total of €866.7 million. 215 Other balance sheet accounts The securities portfolio reached €8 billion, compared with €5.1 billion at the end of the previous year. The aggregate includes the bank bonds classified under “Due from banks” (item 60), which came to €75.6 million at the end of June 2013. It also includes bonds issued by other financial intermediaries classified under “Customer loans” (item 70), the balance of which came to €0.6 million. SECURITIES PORTFOLIO (€/1000) 30/06/2013 Financial assets held for trading Financial assets available for sale Financial assets held to maturity TOTAL Bank bonds OVERALL TOTAL 97,265 7,067,153 763,933 7,928,351 76,145 8,004,497 31/12/2012 100,484 4,828,224 4,928,707 130,324 5,059,032 Change Total % (3,219) -3.2% 2,238,929 46.4% 763,933 n.s. 2,999,643 60.9% (54,178) -41.6% 2,945,465 58.2% The expansion of the portfolio, carried out since 2012 in line with the strategic approach of the Business Plan to asset allocation, particularly regarded the “available-for-sale” component of the portfolio in the second quarter of 2013. Again in this first part of the year, the performance of returns on government securities in the euro area and the measures aimed at maintaining the Bank’s structural balance of liquidity made it efficient to invest in Italian short-term government securities, which were highly liquid and eligible for use in refinancing transactions on collateralised markets, to support net interest income (which is still penalised by interest rates offered to customers). Also increasing alongside the securities portfolio was exposure from transactions on collateralised markets (€6.3 billion classified in the financial statements, under “Due to customers (liability item 20) compared to €3.6 billion at the end of 2012), while interbank exposure, calculated as the difference between “Due from banks” (asset item 60) and “Due to banks” (liability item 10), increased only slightly, to €-1.3 billion at the end of June 2013. This exposure is mainly attributable to the use of refinancing operations with the European Central Bank as an alternative to the traditional forms of interbank borrowing. SHAREHOLDERS’ EQUITY (€/1000) 30/06/2013 Share capital Share premium reserve Reserves Valuation reserves Treasury shares Equity excluding net profit for the period Net profit for the period Equity 216 31/12/2012 342,646 103,663 146,123 (20,592) (5,183) 566,658 342,646 319,725 147,079 4,917 (8,819) 805,548 1,872 568,530 (209,933) 595,615 Change Total % 0.0% (216,062) -67.6% (956) -0.6% (25,509) n.s. 3,636 -41.2% (238,891) -29.7%% 211,805 (27,085) n.s. -4.5% Compared with the end of 2012,equity declined by €27.1 million (-4.5%). The change in the share premium reserve basically results from covering the loss from the previous year, as resolved upon by the shareholders’ meeting which approved the financial statements as at 31 December 2012, on 28 April 2013. The change in the valuation reserve related to the AFS portfolio was affected by the fair value measurement of the securities included in this component as at 30 June 2013. Particularly, at the end of the first half of 2013, Italian government securities were penalised, although to a lesser extent than at other historic moments, by investors’ uncertainties regarding the future of quantitative easing in the United States, fears concerning the credit outlook in China and the political situation in Portugal. This impacted yield spread trends compared with the debt securities issued by other EU governments, especially German government securities. The increase in government security yields was partly temporary: in July, the ECB Governing Council made decisions in support of financial markets, including the listings of government securities of “peripheral” countries. The income statement of Banca Etruria INCOME STATEMENT (€/1000) 30/06/2013 30/06/2012 Change Total % Net interest income 95,892 80,338 15,554 19.4% Net commissions 39,137 45,154 (6,017) -13.3% 183,082 155,713 27,368 17.6% 74,124 100,478 (26,354) -26.2% (64,112) (89,258) 25,146 -28.2% 10,012 11,220 (1,208) -10.8% 1,872 6,406 (4,534) -70.8% Gross income Net result from financial activities Net operating expenses Profit (loss) from current operations before tax Net profit (loss) for the year At the end of June 2013, net interest income stood at €95.9 million, up compared to €15.6 million in the same period of the previous year (+19.4%). In particular, interest income totalled €193.4 million at the end of the half, compared to €191.7 million in June 2012 (+0.9%) and interest expense amounted to €97.5 million, compared to €111.3 million in June of last year (-12.4%). A significant contribution to the result was provided by interest income from the securities portfolio, amounting to €70.6 million, compared to the €40.2 million in interest in the first half of 2012. This was made possible by a careful ALM policy, which allowed the Bank to set up a securities portfolio beginning at the end of 2012, which provided significant support to net interest income on the whole. Indeed, this margin is impacted by the lower net contribution of operations with customers, which decreased from €48.7 million net at 30 June 2012 to €37.7 million as at 30 June 2013. Despite the fact that the immediate spread in the Bank’s rates has basically stabilised with respect to twelve months ago, recovering a good 14 basis points in the first half of 2013, the decreasing trend in volumes, particularly of loans, resulted in a decline in profit margins from customers. An analysis of loan pricing shows a reduction over the twelve months, deriving from a drop in interest rates on medium/long-term loans, in line with the trend in the Euribor, which was not completely offset by growth in returns on short-term loans. Nonetheless, the trend in the margin on lending was also affected by the great emphasis placed on credit quality, which favoured less risky forms of lending. Therefore, interest income collected from customers is down due to both the change in interest rates and the downwards trend of loan volumes. In terms of funding, rates have 217 decreased progressively, basically as a result of maturing medium/long-term forms of funding with higher returns, leading to an increase in the percentage of short-term debt, in and of itself less costly. Lastly, the bank margin decreased from €-8.6 million at 30 June 2012 to €-12.4 million at 30 June 2013, also following the increase in funding on the collateralised markets, which in operational terms is considered equivalent to interest paid on interbank funding. The increase in that exposure was more than offset by the expansion of the treasury portfolio, which made a significant contribution to net interest income. Net commissions totalled €39.1 million during the period, and were down by €6 million compared to June of last year. Commission income collected during the half amounted to €47.3 million, down by approximately €5 million compared to 30 June 2012. In light of the fact that rapid judgment commissions (“CIV”), amounting to €3.3 million as at 30 June 2013, have been reclassified to other operating income since the fourth quarter of 2012, the decrease reduces to €1.7 million. The margin on services, supported primarily by revenues from traditional banking activities, accounts for 45% of total commission income (€21.2 million) and has been decreasing for some time (approximately 53% one year ago). Revenues from management, intermediation and consulting activities accounted for 28% of the total (€13.2 million), up by 1.5 million. Commissions from collection and payment services and the provision of other services were equal to 23% of total commission income (€+0.7 million). The net result on trading, hedging and financial assets and liabilities designated at fair value was a positive €45.4 million, increasing compared to the €28.2 million recorded in June 2012. The composition of this result was impacted by the positive figure of €28 million in item 100 of the income statement, mainly owing to the sale of several government securities classified in the AFS portfolio. At the same time, the situation of the financial markets at the end of the first half of 2013, characterised by investors’ uncertainties regarding the future of quantitative easing in the United States, fears concerning the credit outlook in China and the political situation in Portugal, resulted in a rise in risk premiums compared to the same period of 2012 and a corresponding decline in bank bond prices. As an effect of designating the Bank’s financial liabilities at fair value, this results in a positive component under item 110 of the income statement amounting to approximately €15 million, with an effect of €+8.2 million compared to 30 June 2012. In addition, the Bank’s securities portfolio has been structured to support net interest income by collecting short and medium-term coupons, not just as a mere trading instrument: so, the net result on trading totalled €2.5 million, down by 15.7% compared to June 2012. Gross of dividends received of €2.7 million, gross income for the first half of 2013 came to €183.1 million, an increase of €27.4 million (+17.6%) over the same period in 2012. 218 As for the valuation of the loan portfolio, the deterioration in asset quality continues to impact the financial statements of banks. As mentioned previously, the persistence of the complex and widespread economic situation continues to cause significant difficulties for businesses in Italy. For banks, the recession results in an inevitable worsening in credit quality, leading to the recognition of increased volumes of impaired loans and, as a result, increases in the related provisions. At 30 June 2013 net impairment losses amounted to around €109 million. This figure also includes the portion of impairment losses (€22.5 million) recognised by the Bank after the financial statements were approved (on 15 March 2013) and classified, for technical reasons, to Net provisions for risks and charges when the financial statements were supplemented (on 27 March 2013). Therefore, net of this provision, which represents the precise classification of credit risk incurred in the last year, net impairment losses totalled €86.5 million in the first half of 2013, compared with €55.2 million in June 2012. Writedowns on the loan portfolio determine a net result from financial activities of €74.1 million, down compared to the same period of 2012. This result was affected by the impact of writedowns to loans, which depressed gross income which, in spite of the difficult economic scenario, increased considerably with respect to the same period of 2012. €64.1 million in operating expenses were accounted for in the period. Net of the reversal of €22.5 million from the provision for risks and charges (relating to writedowns of loans recognised under that item as at 31 December 2012, as described above), expenses for the first half of 2013 total €86.6 million, down by 3% compared to €89.3 million in June 2012. There was a 5.8% reduction in personnel expenses, which amounted to €51.2 million, the result of the first savings achieved from personnel leaving the company after voluntary participation in the Redundancy Fund established by the Bank. Other administrative expenses (€43.2 million) increased by €4.7 million compared to the same period of last year. This increase is partially due to the allocation to that item of expenses linked to the structures of the two product companies incorporated in 2012, as well as expenses from leasing and operating expenses paid to the Palazzo della Fonte Consortium. Against these expenses, there was an increase in other operating income, which includes the rapid judgment commissions reclassified to that item beginning from 31 December 2012. On the whole, operating expenses stood at 47.2% of gross income15. Profit (loss) from current operations before tax came out at €10 million at 30 June 2013 (€11.2 million as at 30 June 2012). Net of taxes of €8.1 million, net profit for the period came to €1.9 million, down with respect to €6.4 million in the first half of 2012. The tax figure as at 30 June 2012 included the tax benefit of €4.3 million generated by the deductibility of IRAP related to personnel costs from the IRES taxable base for the years 2007-2011. 15 The cost-income ratio is calculated as the ratio of net operating costs (having deducted net allocations to provisions for risks and charges) to gross income. 219 Key ratios 30/06/2013 31/12/2012 41.3% 50.1% 83.4% 28.2% 93.6% 53.6% 37.4% 79.1% 34.0% 99.4% 3.6% 4.4% Risk ratios Bad debts/Customer loans Bad debts Coverage Ratio 9.5% 52.9% 6.6% 54.5% Profitability ratios Net interest income/Gross income Gross income/Total assets (3) Cost/Income ratio 52.4% 2.3% 47.2% 59.6% 2.4% 69.2% Balance sheet ratios Customer loans/Total assets Securities portfolio(1)/Total Assets Direct funding/Total liabilities and shareholders’equity Indirect funding/Direct funding Customer loans/Direct funding (2) Equity ratio Equity/Total Assets (1) Including securities under Loans and Receivables. (2) The ratio is calculated net of transactions on collateralised markets, included under both customer loans and direct funding. (3) Ratio calculated on an annual basis. 220