Financial assets
Transcription
Financial assets
UBI Banca: principal performance indicators1 figures 31.12.2011 31.12.2010 and 31.12.2009 31.12.2008 STRUCTURAL INDICATORS Net loans to customers / total assets 22.1% 20.5% 19.8% 16.9% Direct funding from customers/total liabilities 49.7% 49.1% 33.5% 32.2% Net loans to customers/direct funding from customers 44.6% 41.8% 59.0% 52.4% Equity (including profit for the year) / total liabilities 10.7% 14.6% 16.8% 16.7% 4.2% 2.7% 3.8% 0.2% PROFIT INDICATORS ROE (Profit for the year / equity excluding profit for the year) ROTE (profit for the year/equity for the year including profit (loss) for the year net of intangible assets) ROA (Profit for the year/total assets) 4.2% 2.9% 4.0% 0.2% 0.45% 0.40% 0.64% 0.04% Cost:income ratio (operating expenses/operating income) 96.9% 59.5% 39.4% 58.9% Personnel expense/operating income 43.7% 28.1% 18.0% 24.8% 135.2% 64.6% 78.0% 141.3% -2.1% 27.8% 17.9% -30.1% Dividends/operating income Net result on financial activities/operating income CAPITAL RATIOS Basel 2 standard Tier 1 ratio (tier 1 capital / total risk weighted assets) 59.23% 67.64% 67.04% 45.89% Total capital ratio [(supervisory capital+tier 3/total risk weighted assets] 85.62% 90.42% 95.15% 64.25% 12,972,683 13,713,202 14,285,982 13,655,979 Supervisory capital (in tho usands o f euro ) of which: Tier one capital after the application of prudential filters and specific deductions Risk weighted assets 8,973,902 10,258,059 10,064,763 9,753,795 15,151,704 15,165,464 15,013,954 21,253,805 (2,713,054) 283,720 406,317 23,886 70,124 195,474 388,152 441,574 INCOME STATEMENT, BALANCE SHEET FIGURES (in thousands of euro), STRUCTURAL DATA (numbers) Profit (loss) for the year Profit (loss) for the year normalised Operating income Operating expenses Net loans to customers of which: net non-performing loans net impaired loans Direct funding from customers Equity (including profit (loss) for the year) Intangible assets Total assets Branches in Italy 262,202 465,070 708,460 640,100 (254,048) (276,650) (278,852) (376,816) 15,692,663 14,536,121 12,560,060 10,446,768 280 277 272 849 - - - - 35,223,005 34,790,516 21,277,596 19,942,079 7,609,829 10,328,266 10,662,230 10,358,682 448 542,792 545,893 596,756 70,895,253 70,897,601 63,450,192 61,983,318 2 2 2 2 1,250 1,380 1,405 1,566 1,212 1,349 1,451 1,509 Total personnel at the end of year (actual emplo yees in service + wo rkers o n agency leasing co ntracts) Average total personnel (actual emplo yees in service + wo rkers o n agency leasing co ntracts) (*) The profit indicators for 2011 were calculated on profit for the year before impairment losses on Group equity investments, goodwill and intangible assets, which amounted to €316,723 thousand. 1 The indicators have been calculated using the reclassified figures contained in the section “Reclassified financial statements, reclassified income statement net of the most significant non-recurring items and reconciliation schedules”. Information on the share is given in the relative section of this Management Report. (*) Part time employees have been calculated within total average personnel numbers according to convention on a 50% basis. 2* The organisational structure of UBI Banca Unione di Banche Italiane Scpa is a co-operative bank listed on the Milan stock exchange. It is the parent of the banking group of the same name, which has a federal, multi-functional organisational model and a product range diversified by market. Within this organisation, the federated network banks – each focused on their own geographical areas where they benefit from strong roots in local communities and are responsible for business with their customers – operate with the assistance and support of product companies and of a Parent with the duties of management, co-ordination and control. As the Parent of the Group, UBI Banca performs the functions of strategic policy-making (formulating the Group business strategy), of supervising business functions (by supporting and co-ordinating the commercial activities of the network banks and product companies), monitoring risks and providing centralised services (either directly or through subsidiaries). With regard to governance, UBI Banca has adopted a two tier system, with full respect for the prerogatives and specific characteristics of the two corporate bodies which hold separate responsibilities for supervision and management. On 21st December 2011 the Management Board took note of the decision taken by the General Manager, dott. Graziano Caldiani, to end his relationship as an employee after the annual shareholders’ meeting to be held in April 2012 and designated dott. Francesco Iorio, former General Manager of Banca Popolare Commercio e Industria, as General Manager from 1st May 2012. On that same occasion, the Management Board approved a new organisation chart for the Parent, effective from 1st February 2012, based on a simplification of reports through the creation of specific organisational roles which in some cases replaced the previous “Macro Areas” which were eliminated. In the new chart strategic and control functions report directly to the CHIEF EXECUTIVE OFFICER through the following officers: - Chief Financial Officer (Elisabetta Stegher who has also maintained her duties as Senior Officer Responsible for the preparation of corporate accounting documents pursuant to Article 154-bis of the Consolidated Finance Act); - Chief Risk Officer (Mauro Senati); - Investor & Media Relations (Laura Ferraris); - Chief of General Affairs and Subsidiaries (Ettore Medda). The following units, responsible for revenues, credit and expenditure, report to the GENERAL MANAGEMENT through the following officers: - Chief of Business, responsible for commercial and financial activities (Francesco Iorio until 30th April 2012 – Rossella Leidi since 1st May 2012); - Chief of Credit and Credit Recovery (Giovanni Lupinacci); - Chief Operating Officer (Elvio Sonnino), responsible for human resources and organisation, co-ordinating the operations of UBI Sistemi e Servizi and the planned consortium company UBI Academy1. 1 See the consolidated management report for further information. 3* Organisation Chart of UBI Banca Scpa 4* The macroeconomic scenario Information on the context in which UBI Banca operated during the year is provided in the section “The macroeconomic scenario” of the report on consolidated operations. Human resources Employees on the payroll of UBI Banca as at 31st December 2011 numbered 2,170 – practically unchanged compared to 2,171 at the end of 2010 – the result of 39 appointments (32 permanent and seven on temporary contracts) and 40 staff leaving, of which eight due to intragroup transfers, ten to “solidarity fund” redundancies and 13 due to voluntary resignations. Personnel leaving under the incentive schemes of the agreement of 14th August 2007 numbered two (all opting for the “solidarity fund” scheme). In terms of personnel actually working for the Parent – the “work force”, numbering 1,250 – staff numbers fell by 130 consisting mainly of normal employees (-117) and to a lesser extent workers on personnel leasing contracts, which were not used at the end of the year (-13). Composition of personnel by "work force" Number Employees of UBI Banca Staff on secondment at other Group member companies Personnel on secondment from other Group member companies Total employees actually in service at UBI Banca Workers on personnel leasing contracts Total "work force" 31.12.2011 31.12.2010 2,170 -1,216 2,171 -1,173 Change -1 43 296 369 -73 1,250 - 1,367 13 -117 -13 1,250 1,380 -130 As shown in the table, which gives the composition of the work force, at the end of the year 1,216 personnel were on secondment to other Group member companies, approximately 77% of whom consisting of the 934 employees working at UBI Sistemi e Servizi, an increase of 35 compared to 899 in December 2010. On the other hand personnel on secondment from other Group member companies fell by 73, attributable mainly to the transfer to UBI Sistemi e Servizi – effective from 1st January 2011 – of activities carried out by the Contact Centre. In consideration of the particular operational nature of the Parent, the composition of personnel continues to contain a greater percentage of higher ranking personnel compared to the consolidated figure. The average age of employees at UBI Banca was 43 years and 10 months (compared to 42 years and 11 months in 2010), while the average length of service was 15 years and 11 months (15 years and 1 month the year before). The proportion of female personnel remained unchanged at 34.56% (34.64% at the end of 2010). 5* Composition of personnel by management level 31.12.2011 Number % 31.12.2010 % Senior managers 117 9.4% 121 8.9% Middle managers 3rd and 4th level Middle managers 1st and 2nd level 372 292 29.8% 23.3% 368 292 26.9% 21.4% 3rd Professional Area (office staff) 467 37.3% 573 41.9% 2 0.2% 13 0.9% 1,250 100.0% 1,367 100.0% 1st and 2nd Professional Area (other personnel) Total employees in service at UBI Banca Details of remuneration and incentive policies are given in the remuneration report which is given in another part of this document. They were formulated pursuant to the “Provisions on remuneration and incentive policies and practices in banks and banking groups” issued by the Bank of Italy on 30th March 2011 and to articles 123-ter of the Consolidated Finance Act and 84-quater of the Issuers’ Regulations. Further information is given on the matter in the UBI Banca report on corporate governance, again in an attachment to this document. Finally, activities relating to personnel management policies and instruments, trade union relations, training, internal communication, the work place and welfare initiatives are coordinated at Group level and details are given in the relative sections of the consolidated management report. 6* Reclassified financial statements, reclassified income statement net of the most significant non-recurring items and reconciliation schedules Reclassified balance sheet 31.12.2011 31.12.2010 Changes % changes Figures in thousands of euro ASSETS 10. Cash and cash equivalents 20. Financial assets held for trading 30. Financial assets at fair value 40. Available-for-sale financial assets 60. 70. 184,014 195,060 -11,046 -5.7% 3,515,897 3,143,191 372,706 11.9% 126,174 147,286 -21,112 -14.3% 6,705,814 8,698,209 -1,992,395 -22.9% Loans to banks 30,224,290 28,424,384 1,799,906 6.3% Loans to customers 15,692,663 14,536,121 1,156,542 8.0% 80. Hedging derivatives 616,454 164,595 451,859 274.5% 100. Equity investments 10,889,971 13,336,899 -2,446,928 -18.3% 110. Property, equipment and investment property 606,656 624,907 -18,251 -2.9% 120. Intangible assets 448 542,792 -542,344 -99.9% 130. Tax assets 140. 150. of which: goodwill - 521,245 -521,245 -100.0% 1,776,186 725,032 1,051,154 145.0% Non-current assets and disposal groups held for sale 115,302 6,023 109,279 n.s. Other assets 441,384 353,102 88,282 25.0% Total assets 70,895,253 70,897,601 -2,348 0.0% LIABILITIES AND EQUITY 10. Due to banks 24,228,130 22,589,437 1,638,693 7.3% 20. Due to customers 8,022,864 11,422,728 -3,399,864 -29.8% 30. Securities issued 27,200,141 23,367,788 3,832,353 16.4% 40. Financial liabilities held for trading 1,847,534 1,542,534 305,000 19.8% 60. Hedging derivatives 898,024 599,874 298,150 49.7% 80. Tax liabilities 284,940 381,642 -96,702 -25.3% 100. Other liabilities 744,612 613,923 130,689 21.3% 110. Post-employment benefits 38,827 38,130 697 1.8% 120. Provisions for risks and charges: 20,352 13,279 7,073 53.3% 20,352 13,279 7,073 53.3% Share capital, share premiums, reserves, fair value reserves and treasury shares 10,322,883 10,044,546 278,337 2.8% Profit (loss) for the year -2,713,054 283,720 -2,996,774 n.s. Total liabilities and equity 70,895,253 70,897,601 -2,348 0.0% b) other provisions 130.+160. +170.+180.+190. 200. 7* Reclassified quarterly balance sheets 31.12.2011 30.9.2011 30.6.2011 31.3.2011 31.12.2010 30.9.2010 30.6.2010 31.3.2010 Figures in thousands of euro ASSETS 10. Cash and cash equivalents 20. Financial assets held for trading 30. Financial assets at fair value 40. Available-for-sale financial assets 60. Loans to banks 30,224,290 32,277,154 30,222,165 29,250,552 28,424,384 28,996,844 28,341,383 26,485,858 70. Loans to customers 15,692,663 13,607,259 13,492,679 13,910,741 14,536,121 14,119,866 13,111,296 12,565,486 80. Hedging derivatives 100. Equity investments 110. Property, equipment and investment property 120. Intangible assets of which: goodwill 184,014 137,822 160,950 157,526 195,060 168,598 192,549 208,671 3,515,897 2,819,624 1,280,423 1,780,204 3,143,191 3,670,539 3,296,100 2,536,278 126,174 130,494 468,038 474,114 147,286 153,951 155,143 159,658 6,705,814 6,974,553 8,811,089 8,629,407 8,698,209 9,287,642 10,987,288 5,520,758 616,454 538,702 166,975 105,090 164,595 292,738 266,435 195,141 10,889,971 13,371,350 13,304,720 13,343,834 13,336,899 13,341,941 12,190,108 12,183,761 606,656 607,103 612,521 619,096 624,907 623,876 638,765 646,132 448 458,316 458,337 542,021 542,792 543,563 544,335 545,107 521,245 - 457,848 457,848 521,245 521,245 521,245 521,245 1,776,186 1,643,985 1,393,361 702,470 725,032 512,037 504,929 634,185 Non-current assets and disposal groups held for sale 115,302 5,978 6,023 6,023 6,023 21,212 12,909 816,037 Other assets 441,384 648,875 414,092 798,544 353,102 645,780 523,096 1,035,380 Total assets 70,895,253 73,221,215 70,791,373 70,319,622 70,897,601 72,378,587 70,764,336 63,532,452 23,717,330 130. Tax assets 140. 150. LIABILITIES AND EQUITY 10. Due to banks 24,228,130 22,305,950 19,314,805 21,773,213 22,589,437 25,225,553 25,687,388 20. Due to customers 8,022,864 10,609,633 10,372,290 10,256,804 11,422,728 11,333,615 11,863,070 5,924,704 30. Securities issued 27,200,141 26,234,471 26,464,859 24,642,908 23,367,788 21,436,681 19,235,050 18,376,333 40. Financial liabilities held for trading 1,847,534 1,310,635 1,203,666 1,405,215 1,542,534 1,949,848 1,753,370 1,692,114 60. Hedging derivatives 898,024 827,298 456,852 507,931 599,874 851,469 739,716 489,261 80. Tax liabilities 284,940 829,180 761,643 439,356 381,642 340,044 241,148 538,736 90. Liabilities associated with activities under disposal - - - - - - - 803,894 100. Other liabilities 744,612 426,284 767,875 878,284 613,923 689,435 760,170 1,281,584 110. Post-employment benefits 38,827 38,078 37,264 37,257 38,130 38,955 39,224 40,769 120. Provisions for risks and charges: 20,352 14,882 17,766 14,857 13,279 12,306 8,609 8,051 20,352 14,882 17,766 14,857 13,279 12,306 8,609 8,051 Share capital, share premiums, reserves, fair value reserves and treasury shares 10,322,883 10,590,478 11,183,436 10,423,919 10,044,546 10,110,361 10,111,153 10,572,078 Profit for the period -2,713,054 34,326 210,917 -60,122 283,720 390,320 325,438 87,598 Total liabilities and equity 70,895,253 73,221,215 70,791,373 70,319,622 70,897,601 72,378,587 70,764,336 63,532,452 b) other provisions 130.+160. +170.+180.+190. 200. 8* Reclassified income statement Figures in thousands of euro 10.-20. 70. 40.-50. 80.+90. +100.+110. 190. Net interest expense 2011 2010 A B Changes A-B % changes A/B 4th Quarter 2011 4th Quarter 2010 C D Changes C-D % changes C/D (195,221) (87,435) 107,786 123.3% (53,223) (25,164) 28,059 111.5% 354,420 300,580 53,840 17.9% 160,056 355 159,701 n.s. Net commission income 13,083 13,925 (842) (6.0%) 1,736 2,491 (755) (30.3%) Net income (loss) from trading, hedging and disposal/repurchase activities and from assets/liabilities at fair value (5,437) 129,333 (134,770) n.s. 17,956 (35,808) 53,764 n.s. Other net operating income 95,357 108,667 (13,310) (12.2%) 22,291 26,822 (4,531) (16.9%) Dividends and similar income 262,202 465,070 (202,868) (43.6%) 148,816 (31,304) 180,120 n.s. 150.a Operating income (loss) Personnel expense (114,549) (130,591) (16,042) (12.3%) (36,915) (28,830) 8,085 28.0% 150.b Other administrative expenses Net impairment losses on property, equipment and investment property and intangible assets (112,949) (116,442) (3,493) (3.0%) (35,402) (33,359) 2,043 6.1% (26,550) (29,617) (3,067) (10.4%) (6,289) (7,039) (750) (10.7%) Operating expenses (254,048) (276,650) (22,602) (8.2%) (78,606) (69,228) 9,378 170.+180. Net operating income (loss) 130.a Net impairment losses on loans 8,154 188,420 (180,266) (95.7%) 70,210 (100,532) 170,742 n.s. (1,057) (51) 1,006 n.s. (773) (11) 762 n.s. (126,895) (49,314) 77,581 157.3% 5,231 (30,695) 35,926 n.s. Net provisions for risks and charges (595) (2,046) (1,451) (70.9%) (204) (748) (544) (72.7%) 210.+240. Profits (loss) from disposal of equity investments 2,237 86,096 (83,859) (97.4%) (45) 5,240 (5,285) n.s. 250. Pre-tax profit (loss) from continuing operations (118,156) 223,105 (341,261) n.s. 74,419 (126,746) 201,165 n.s. 260. Taxes on income for the period/year from continuing operations 434,857 (4,317) 439,174 n.s. 25,035 33,858 (8,823) (26.1%) 280. Post-tax profit (loss) from discontinued operations 22 83,368 (83,346) (100.0%) - (1) 1 n.s. 99,454 (92,889) 192,343 n.s. 130.b+c+d 160. Net impairment losses on other assets and liabilities 13.5% Profit (loss) for the period/year before impairment losses on Group equity investments, goodwill and intangible assets 180.+ 210.+230. 290. 316,723 302,156 14,567 Net impairment losses on Group equity investments, goodwill and intangible assets net of taxes (3,029,777) (18,436) 3,011,341 n.s. (2,846,834) (13,711) 2,833,123 n.s. Profit (loss) for the period/year (2,713,054) 283,720 (2,996,774) n.s. (2,747,380) (106,600) 2,640,780 n.s. 9* 4.8% Quarterly reclassified income statements 2011 4th Quarter 3rd Quarter 2010 2nd Quarter 1st Quarter 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter Figures in thousands of euro 10.-20. 70. 40.-50. Net interest expense (53,223) (53,649) (52,458) (35,891) (25,164) (15,731) (21,586) (24,954) Dividends and similar income 160,056 1,242 191,034 2,088 355 2,253 203,899 94,073 1,736 3,578 3,607 4,162 2,491 2,219 4,141 5,074 17,956 (12,842) 117 (10,668) (35,808) 71,984 33,968 59,189 22,291 24,426 24,855 23,785 26,822 26,974 26,257 28,614 Operating income (loss) 148,816 (37,245) 167,155 (16,524) (31,304) 87,699 246,679 161,996 Personnel expense (36,915) (13,600) (32,551) (31,483) (28,830) (34,141) (33,319) (34,301) (35,402) (25,844) (28,172) (23,531) (33,359) (28,210) (29,504) (25,369) Net commission income 80.+90. Net income (loss) from trading, hedging and disposal/repurchase activities and from +100.+110. assets/liabilities at fair value 190. 150.a Other net operating income Other administrative expenses Net impairment losses on property, equipment and investment property and intangible 170.+180. assets 150.b Operating expenses Net operating income (loss) 130.a Net impairment losses on loans 130.b+c+d Net impairment losses on other assets and liabilities 160. Net provisions for risks and charges 210.+240. Profits (loss) from disposal of equity investments (6,289) (6,134) (7,145) (6,982) (7,039) (7,340) (7,514) (7,724) (78,606) (45,578) (67,868) (61,996) (69,228) (69,691) (70,337) (67,394) 70,210 (82,823) 99,287 (78,520) (100,532) 18,008 176,342 94,602 (773) (93) (122) (69) (11) 52 (61) (31) 5,231 (113,251) (17,675) (1,200) (30,695) 603 (19,148) (74) (204) 165 (940) 384 (748) (536) (758) (4) (45) 20 2,434 (172) 5,240 80,797 6 53 250. Pre-tax profit (loss) from continuing operations 74,419 (195,982) 82,984 (79,577) (126,746) 98,924 156,381 94,546 260. Taxes on income for the period from continuing operations 25,035 19,369 370,998 19,455 33,858 (29,329) (1,898) (6,948) 280. Post-tax profit (loss) from discontinued operations - 22 - - (1) 12 83,357 - 99,454 (176,591) 453,982 (60,122) (92,889) 69,607 237,840 87,598 (2,846,834) - (182,943) - (13,711) (4,725) - - (2,747,380) (176,591) 271,039 (60,122) (106,600) 64,882 237,840 87,598 Profit (loss) for the period before impairment losses on Group equity investments, goodwill and intangible assets Net impairment losses on Group equity investments, goodwill and intangible assets net 180.+ 210.+230. of taxes 290. Profit (loss) for the period 10* Reclassified income statement net of the most significant non-recurring items Non-recurring items Impairment losses on Group equity investments, goodwill and intangible assets (net of taxes) 2011 Non-recurring items Tax realignment Impairment in accordance Impairment losses on with Law No. Service fee for losses on Units in Profit on the 111/2011 and Release of B@nca 24-7 investments O.I.C.R. partial write off of excess Spa target in Intesa (collective disposal of deferred income provisions system Sanpaolo, investment BY YOU Spa tax migration A2A and instruments) assets/deferred Siteba . IRAP tax 2011 net of nonrecurring items 2010 A Impairment losses on Impairment investments in Leaving losses on Intesa incentives TLcom fund Sanpaolo and A2A Impairment losses on Contribution Partial Disposal of equity of the disposal of property in investments depository Lombarda via Solferino, Barberini, Silf, banking Vita Milan PerMicro and operations UBI Leasing 2010 net of nonrecurring items % changes A/B Changes A-B B Figures in thousands of euro Net interest expense (195,221) (195,221) (87,435) (87,435) 107,786 354,420 354,420 300,580 300,580 53,840 17.9% Net commission income 13,083 13,083 13,925 13,925 (842) (6.0%) Net income (loss) from trading, hedging and disposal/repurchase activities and from assets/liabilities at fair value (5,437) (5,437) 129,333 129,333 (134,770) n.s. Other net operating income 95,357 95,357 108,667 108,667 (13,310) (12.2%) (43.6%) Dividends and similar income Operating income 262,202 - - - - - - 262,202 465,070 (130,672) (130,591) (109,868) (116,442) - - - - - - - 465,070 (202,868) 2,228 1.7% (116,442) (6,574) (5.6%) (29,617) (3,067) (10.4%) (274,503) (7,413) (2.7%) (114,549) Other administrative expenses Net impairment losses on property, equipment and investment property and intangible assets (112,949) (26,550) (29,617) Operating expenses (254,048) - - - 3,081 - (16,123) - (267,090) (276,650) - - 2,147 - - - - 8,154 - - - 3,081 - (16,123) - (4,888) 188,420 - - 2,147 - - - - 190,567 (195,455) n.s. (1,057) (51) (51) 1,006 n.s. (6,836) (49,314) (9,427) (2,591) (27.5%) (595) (2,046) (2,046) (1,451) (70.9%) (2,296) (59) 86,096 (5,442) (100) (41) (41.0%) (2,296) (13,435) 223,105 38,237 1,650 2,147 (5,442) 178,943 (192,378) n.s. 83,537 (4,317) (79) (454) (591) 1,759 16,519 67,018 n.s. 22 83,368 12 10 83.3% 195,474 (125,350) (64.1%) - - - 195,474 (125,350) (64.1%) Net impairment losses on loans Net impairment losses on other assets and liabilities (26,550) (1,057) (126,895) Net provisions for risks and charges (595) Profits (loss) from disposal of equity investments 2,237 Pre-tax profit (loss) from continuing operations (118,156) Taxes on income for the year from continuing operations Post-tax profit (loss) from discontinued operations Profit for the year before impairment losses on Group equity investments, goodwill and intangible assets 3,081 112,548 - 112,548 434,857 7,511 7,511 3,081 - (16,123) (2,066) (847) (352,841) 4,434 22 316,723 - Net impairment losses on Group equity investments, goodwill and intangible assets net of taxes (3,029,777) 3,029,777 Profit (loss) for the year (2,713,054) 3,029,777 112,548 112,548 5,445 5,445 2,234 2,234 (352,841) (352,841) (11,689) (11,689) (2,296) (2,296) 11* 70,124 302,156 - (18,436) 70,124 283,720 2,147 (128,444) Personnel expense Net operating income (loss) (16,123) 123.3% 38,237 1,650 (80,754) - (80,754) - 20,201 (83,356) 38,158 1,196 1,556 (83,356) (60,553) - (3,683) 18,436 38,158 1,196 1,556 (83,356) (60,553) 18,436 (3,683) Reconciliation schedule to 31st December 2011 RECLASSIFIED INCOME STATEMENT Ite ms Figures in thousands of euro 10.-20. 70. Net interest expense Separate m andatory financial statem ent 2011 Impairment losses on Depreciation for Group equity investments, leasehold goodw ill and improvements intangible assets Tax recoveries Reclassified financial statem ent (195,221) (195,221) 354,420 354,420 13,083 13,083 Dividends and similar income Net commission income Net loss from trading, hedging and disposal/repurchase activities 80.+90. +100.+110. and from assets/liabilities at fair value 40.-50. 190. reclassifications 2011 (5,437) Other net operating income Operating income (5,437) 95,277 (12) 92 262,122 (12) 92 95,357 - 262,202 150.a Personnel expense (114,549) 150.b Other administrative expenses Net impairment losses on property, equipment and investment property and intangible assets (112,961) (92) 19,517 (26,550) Operating expenses (273,485) 12 (92) 19,517 (254,048) (11,363) - - 19,517 170.+180. (45,975) Net operating income (loss) 130.a 130.b+c+d 160. Net impairment losses on loans Net impairment losses on other assets and liabilities (126,895) (126,895) Net provisions for risks and charges (595) 250. Pre-tax loss from continuing operations (3,168,527) 260. Taxes on income for the year from continuing operations 280. Post-tax profit from discontinued operations (595) - - 455,451 3,030,854 2,237 3,050,371 (118,156) (20,594) 434,857 22 Profit (loss) for the year before impairment losses on equity investments, goodwill and intangible assets 290. 8,154 (1,057) (3,028,617) 180.+ 210.+230. (112,949) (1,057) Profits (loss) from disposal of equity investments 210.+240. (114,549) 12 (2,713,054) Net impairment losses on Group equity investments, goodwill and intangible assets net of taxes Loss for the year 22 (2,713,054) - - 3,029,777 316,723 (3,029,777) (3,029,777) - (2,713,054) Reconciliation schedule to 31st December 2010 RECLASSIFIED INCOME STATEMENT Ite ms Figures in thousands of euro 10.-20. 70. Reclassified financial statem ent (87,435) (87,435) 300,580 300,580 13,925 13,925 129,333 129,333 Other net operating income/expense 108,723 (221) 165 Operating income 465,126 (221) 165 Personnel expense Other administrative expenses Net impairment losses on property, equipment and investment 170.+180. property and intangible assets 150.b Operating expenses 108,667 - (130,591) (116,663) 465,070 (130,591) 221 (29,452) (116,442) (165) (29,617) (276,706) 221 (165) - (276,650) 188,420 - - - 188,420 Net operating income 130.a Depreciation for Impairment losses on Group equity leasehold investments improvements Dividends and similar income Net commission income Net income from trading, hedging and disposal/repurchase activities 80.+90. +100.+110. and from assets/liabilities at fair value 150.a Tax recoveries 2010 Net interest expense 40.-50. 190. reclassifications 2010 Separate m andatory financial statem ent Net impairment losses on loans 130.b+c+d Net impairment losses on other assets and liabilities (51) (51) (49,314) (49,314) Net provisions for risks and charges (2,046) 210.+240. Profits from disposal of equity investments 67,660 250. Pre-tax profit from continuing operations 204,669 260. Taxes on income for the year from continuing operations (4,317) (4,317) 280. Post-tax profit from discontinued operations 83,368 83,368 160. Profit for the year before impairment losses on Group equity investments 180. Impairment losses on Group equity investments net of taxes 290. Profit for the year - - 86,096 18,436 223,105 283,720 18,436 302,156 - (18,436) (18,436) - 283,720 283,720 12* (2,046) 18,436 - - Notes to the financial statements The mandatory financial statements have been prepared on the basis of Bank of Italy Circular No. 262 of 22nd December 2005 and subsequent updates. The following rules have been applied to the reclassified financial statements to allow a vision that is more consistent with a management accounting style: - the tax recoveries recognised within item 190 of the mandatory income statement (other net operating income) were reclassified as a reduction in indirect taxes included within other administrative expenses; - the item net impairment losses on property, equipment and investment property and intangible assets includes items 170 and 180 in the mandatory financial statements and the instalments relating to the depreciation of costs incurred for improvements to third party assets classified within item 190; - net impairment losses on Group equity investments, goodwill and intangible assets net of taxes partially include items 180 and 210 and entirely include item 230 in the mandatory financial statements; The reconciliation of the items in the reclassified financial statements with the figures in the mandatory financial statements has been facilitated, on the one hand, with the insertion in the margin against each item of the corresponding number of the item in the mandatory financial statements with which it is reconciled and, on the other hand, with the preparation of specific reconciliation schedules. In order to facilitate analysis of the UBI Banca’s performance and in compliance with Consob Communication No. DEM/6064293 of 28th July 2006, a special schedule has been included in the reclassified financial statements to show the impact on earnings only of the principal non-recurring events and items – since the relative effects on capital and cash flow, being closely linked, are not significant – which are summarised as follows: full year 2011 - - net impairment losses on Group equity investments in banks and companies, goodwill and intangible assets (net of taxes); impairment losses on available-for-sale investments in Intesa Sanpaolo, A2A and Siteba; impairment losses on available-for-sale OICR (collective investment instruments) units; service fee for migration onto the B@nca 24-7 target system; tax realignment in accordance with Decree Law No. 98/2011 converted with amendments into Law No. 111 of 15th July 2011 and write-off of deferred income tax assets/deferred IRAP tax assets; release of excess provisions; profit on the partial disposal of the interest held in BY YOU Spa; full year 2010 - impairment losses on available-for-sale investments in Intesa Sanpaolo and A2A; - impairment losses on AFS Tlcom fund; - leaving incentives (trade union agreement of 20th May 2010); - the contribution of depository banking operations; - partial disposal (9.9%) of the investment held in the Lombarda Vita Spa joint venture; - impairment losses on equity investments in Barberini, Silf PerMicro and UBI Leasing; - disposal of a property located in via Solferino, Milan. 13* The income statement The income statement figures commented on are based on the reclassified financial statements (the income statement, the quarterly income statements and the income statement net of the principal non-recurring items) contained in another section of this report and the tables furnishing details presented below are also based on those statements. The notes that follow those reclassified financial statements may be consulted as may the reconciliation schedules for a description of the reclassification. Furthermore, the commentary examines both changes that occurred over twelve months (2011 compared to the year before) and those occurring in the last quarter of the year (this, which is highlighted with a slightly different background colour, is compared with the previous quarter in order to bring to light trends underlying progressive changes in interim results during the year). The year 2011 was yet again a difficult one, in which Italy found itself an unwilling protagonist of pressures on financial markets, which further postponed expectations of a recovery in the production scenario. In consideration of these developments and probable future scenarios, the UBI Banca has adopted standard extremely prudential criteria and has recognised impairment losses on goodwill (recognised following the merger between the former BPU Banca Group and the former Banca Lombarda e Piemontese Group) and on equity investments held in Group banks and companies, with significant write-downs (€3,010 million) of the carrying amounts which had been recognised for those assets. In order to allow a consistent analysis of Group profits and operations, the impairment losses relating to this treatment have been stated separately (a detailed analysis is given in the notes to the financial statements) in a single separate item net of tax, shown in the reclassified financial statements on the last line item before loss for the year. UBI Banca ended 2011 with a profit before impairment losses of €316.7 million, compared to €302.2 million in 2010. The result for the year was boosted by growth in the fourth quarter of 2011, the result of positive performance by financial activities, reversals of impairment losses on other financial assets and liabilities and the distribution of equity reserves by two network banks. Profit before impairment of €99.5 million was recognised after losses incurred in both the same quarter of 2010 (-€92.9 million) and the preceding third quarter of 2011 (-€176.6 million). Total operating income earned over twelve months – a summary of the ordinary operations of the Bank – amounted to €262.2 million (-€202.9 million compared to the previous year), affected by greater costs resulting from interest paid on securities issued, a reduction in the net result for financial activities and lower other net operating income, which were only partially offset by the extraordinary distribution from reserves received from those network banks with higher levels of capitalisation. On a quarterly basis operating income (€148.8 million) improved appreciably compared to both the fourth quarter of 2010 (-€31.3 million) and the third quarter of 2011 (-€37.2 million). The reversal of the trend compared to the previous quarter was the result of the aforementioned extraordinary dividend received and a positive result for financial activities, achieved as the systemic crisis worsened again, which was effectively countered by strong action to balance public finances taken by national governments. On the basis of the organisational configuration of the Group and the role assigned to UBI Banca as the holding company, UBI Banca holds equity investments in all the main consolidated companies and consequently the profits that these distribute constitute its primary source of income. As shown in detail in the table, the item dividends and similar income totalled €354.4 million (€300.6 million over the comparative twelve months), the aggregate result of the following: - an extraordinary distribution of income-related reserves to the sole shareholder, UBI Banca, by Banca Popolare di Bergamo (€100 million) and Banco di Brescia (€60 million), approved by the respective shareholders meetings held in December and recognised in the 14* - - fourth quarter. That decision was justified by the significant increase in equity achieved by the two banks on the basis of the Group policy in force concerning payouts, which meant that dividends paid over the last three years were not greater than 25% of distributable Dividends and similar income profit; a generalised fall in dividends 2011 2010 received from Group member Figures in thousands of euro Banca Popolare di Bergamo Spa 127,010 44,724 companies, as a consequence of Banco di Brescia Spa 78,107 32,282 2010 results (-€101.3 million, mainly Banca Carime Spa 31,453 59,760 UBI Pramerica SGR Spa 24,982 26,202 attributable to lower profits Banca Popolare di Ancona Spa 15,323 2,818 distributed by federated banks, with Banca Popolare Commercio e Industria Spa 14,808 1,638 the exception of BPCI and BPA, and Banca Regionale Europea Spa 14,371 30,897 also lower returns from the product Centrobanca Spa 14,280 24,514 UBI Factor Spa 4,862 4,862 companies, -€20.2 million, and the UBI Leasing Spa 8,648 failure of the life insurance joint UBI Assicurazioni Spa 120 ventures to pay a dividend, -€17.5 Other equity investments (item 100) 11,579 41,590 Dividends received from item 100 equity investments 336,775 278,055 million); Dividends received from item 40 AFS 17,528 19,892 a reduction in the dividends received of which Intesa SanPaolo 11,213 11,213 117 2,633 both from available-for-sale equity Dividends received from item 20 for trading 354,420 300,580 investments (-€2.4 million), even Total with the €11.2 million received on the ordinary shares of Intesa Sanpaolo (remunerated in the same amount in 2010) and on equities in the trading portfolio (-€2.5 million). The performance during the year of assets classified under the fair value option affected the net result for financial activities, which recorded a loss of €5.4 million, compared to a profit of €129.3 million in 20101. In detail: - - - - trading activities showed a loss of €8.1 million (+€87.3 million in 2010), including losses of €16.1 million (+€1.2 million in 2010) on equity instruments and the relative derivatives, partly in relation to the impairment loss (-€12.2 million) on Medinvest International2, while profits of €11.8 million were earned on debt instruments, on the related derivative instruments and on interest rates derivatives (mostly IRS) associated with items relating to Group companies (a profit of €85.6 million in 2010, which in reality included the profit of €112.7 million on intragroup derivatives not balanced on the market, which was eliminated in the consolidation and therefore had no impact on the consolidated income statement. The result for intragroup derivatives in 2011 fell to €979 million); the result for financial assets and liabilities at fair value – a loss of €38.8 million, compared to a profit of €6.7 million in 2010 – incorporated disposals of UBI Pramerica funds in the third quarter with a loss of €22 million, when a stop-loss mechanism3 was triggered (in compliance with the limits set by the Financial Risks Policy), losses on Tages hedge funds, formerly Capitalgest (-€11.4 million) and the measurement of residual positions in other hedge funds; net hedging income – consisting of the change in the fair value of hedging derivatives and the relative items hedged – rose to +€18.8 million, of which €16 million relating to bonds and €2.8 million to AFS securities (in 2010 this income amounted to +€17.7 million, attributable primarily to hedges on bond issuances). The positive results in both years are related to market conditions and in particular to interest rate trends which have increased progressively since the last quarter of 2010; net income from the sell and repurchase of available-for-sale financial assets totalled €22.7 million (€17.7 million in 2010 4 ) and consisted of the following: €14.1 million from the repurchase of securities issued (€13.7 million relating to the repurchase of two EMTN notes 1 The figure for 2010 included the effects on trading (profits, gains and accruals of approximately €97.3 million) in intragroup financial derivatives, used to hedge interest rate risk on the assets and liabilities of Group companies, consisting mainly of interest rate swaps. 2 Medinvest International Sca (Luxembourg), classified within private equity investments and in which a 19.57% interest is held, is a merchant bank which invests in companies and also provides financial advisory services to SMEs. The impairment loss, already partly recognised in the second quarter, was due to the poor performance of the main investment held in its portfolio. 3 The losses incurred on the mutual fund portfolio caused UBI Pramerica SGR to firstly change the composition of the mix of products used for the Parent’s investments, with preference given to strictly monetary funds and then, in consideration of the continuing adverse conditions on markets, to sell all units held in funds at the end of September (€329.3 million as at 30th June 2011). 4 Consisting of €8.7 million from the disposal of debt instruments (BTPs, CTZs and bonds issued by banks already close to maturity) and €9.3 million from equity instruments (€9.1 million relating to the disposal of the interest held in CartaSì Spa, which was sold in its entirety on 17th December 2010 to the Istituto Centrale delle Banche Popolari Italiane). 15* in the last few weeks of the year), €6.8 million from the total disposal – performed partly in February and completed on 20th May – of the investment in London Stock Exchange (formerly Borsa Italiana), approximately € 1 million from the disposal of a small number of shares of Banca Valsabbina, €0.4 million from the disposal of PerMicro and €0.3 million from the disposal of units in OICRs (collective investment instruments). Net trading income (loss) Incom e from trading (B) Gains (A) Figures in thousands of euro 1. Financial assets held for trading 1.1 Debt ins trum ents 1.2 Equity ins trum ents 1.3 Units in O.I.C.R. (collective inves tm ent ins trum ents ) 1.4 Financing 1.5 Other 2. Financial liabilities held for trading 2.1 Debt ins trum ents 2.2 Payables 2.3 Other 3. Other financial liabilities: exchange rate differences 4. Derivative instruments 4.1 Financial derivatives - on deb t instruments and interest rates - on equity instruments and share indices Net income (loss) 2011 Los s es from trading (D) Los s es (C) 2010 [(A+B)-(C+D)] 11,374 11,356 58,839 48,611 (23,035) (10,077) (21,357) (20,395) 25,821 29,495 (20,058) (22,101) - 2,924 (12,805) (884) (10,765) (382) 18 - 26 - (153) - - (109) - 357 - 1,662 1,662 7,278 - (4,027) (4,027) (78) - 7,200 (2,365) (2,365) 2,068 10,410 10,410 X 321,035 321,035 X 1,734,643 1,734,643 X (372,485) (372,119) X (1,708,332) (1,704,239) (6,502) (25,015) (20,556) (275) 97,191 98,346 320,836 1,728,302 (371,992) (1,692,455) (15,309) 97,286 199 6,341 (127) (11,784) (5,371) 1,554 (494) - on currencies and gold X X X X 124 - other - - - - - - 334,071 1,793,482 (366) (399,547) (4,093) (1,729,689) (4,459) (8,061) (1,155) 87,268 4.2 Credit derivatives Total Net hedging income 2011 Figures in thousands of euro Net hedging income 2010 18,823 17,666 Profit from disp osal or rep urchase Profits Figures in thousands of euro Financial assets 1. Loans to banks 2. Loans to cus tom ers 3. Available-for-s ale financial as s ets - - - (56) 8,563 (6) 17,962 7 (2) 5 8,657 8,340 (54) 8,286 9,305 272 - 272 - - - - - 8,619 (56) 8,563 17,956 - - - - 14,271 14,271 22,890 (184) (184) (240) 14,087 14,087 22,650 (226) (226) 17,730 3.3 Units in O.I.C.R (collective investment instruments). 3.4 Financing 4. Held-to-m aturity inves tm ents Financial liabilities 1. Due to banks 2. Due to cus tom ers Total liabilities Total 2010 8,619 3.2 Equity instruments 3. Securities is s ued Net income 2011 - 3.1 Deb t instruments Total assets Los s es Net p rofit (loss) on financial assets and liabilities at fair value 2011 Figures in thousands of euro Net profit (loss) on financial assets and liabilities at fair value Net income (loss) from trading, hedging and disposal/repurchase activities and from assets/liabilities at fair value 2010 (38,849) 6,669 (5,437) 129,333 The result for financial activities in the fourth quarter was a profit of €18 million (a loss of €35.8 million in the same quarter of 2010 and of €12.8 million in the previous quarter). In detail, trading contributed a profit of €3.8 million (consisting of €9.4 million from debt instruments and from derivatives on bonds and interest rates5) and hedging a profit of €3.2 million (attributable mainly to AFS securities), while fair value options incurred a loss of €4.4 5 It must nevertheless be considered that the impact on trading activities of financial derivatives on debt instruments and on interest rates changed progressively: -€55.7 million in the fourth quarter of 2010, -€31 million in the first quarter of 2011, +€10.8 million in second quarter, +15.8 in the third quarter of 2011 and -€10.9 million in the last quarter of 2011. 16* million (as a result of losses on residual hedge funds) and the repurchase of outstanding EMTN notes (given the substantial reductions in price towards the end of the year) produced a profit of €13.9 million together with the disposal of two equity investments (Banca Valsabbina and PerMicro), on which a total gain of €1.4 million was realised. Other net operating income fell to €95.4 million, down by €13.3 million, due to the decrease (from €77.4 million to €63.6 million) in income for services provided to Group member companies, following the Other operating income and expense centralisation of further support 2011 2010 activities at UBI.S, which occurred in Figures in thousands of euro the current year, and to greater Other operating income 98,285 111,966 efficiencies in service delivery units. Recovery of expenses and other income on current accounts 1 1 39 97 The quarterly performance for this Recovery of other expenses Recoveries of taxes 12 221 item was a downwards trend, falling Rents and other income for property management 33,270 32,246 to €22.3 million in the fourth quarter Income for services to Group member companies 63,582 77,432 1,393 2,190 of 2011 (€24.4 million in the summer, Other income and prior year income Reclassification of "tax recoveries" (12) (221) €24.9 million in the second quarter (2,928) (3,299) Other operating expenses and €23.8 million in the first quarter Depreciation of leasehold improvements (92) (165) of the year), compared to €26.8 Costs relating to finance lease contracts (1) (2,927) (3,299) million in the fourth quarter of 2010 Other expenses and prior year expense Reclassification of depreciation of leasehold improvements 92 165 and an average of €27.2 million over 95,357 108,667 Other net operating income the whole of the previous year. Interest and similar income: composition Debt instrum ents Figures in thousands of euro 1. Financial assets held for trading Other transactions Financing 2011 2010 39,138 - - 39,138 28,589 2. Available-for-sale financial assets 3. Held-to-maturity investments 327,705 - - - 327,705 - 286,966 - 4. Loans to banks 5. Loans to customers 223,467 14,851 307,938 222,410 - 531,405 237,261 6. Financial assets at fair value 7. Hedging derivatives - X - - 337,679 151,397 - X X 402 402 940 605,161 530,348 402 1,135,911 805,571 - 8. Other assets Total X Interest and similar expense: composition Borrowings Securities Other liabilities 2011 2010 (14,115) (271,281) Figures in thousands of euro 1. Due to central banks 2. Due to banks (21,520) (317,623) (166,158) 3. Due to custom ers 4. Securities issued 5. Financial liabilities held for trading X (12,574) - 6. Financial liabilities at fair value 7. Other liabilities and provisions X X 8. Hedging derivatives Total Net interest income (517,875) - - (21,520) (317,623) - (166,158) (85,779) (811,902) - - (811,902) (12,574) (485,872) (9,109) - (645) (645) (569) X (811,902) (710) (1,355) (710) (1,331,132) (26,281) (893,006) (195,221) (87,435) X X X The rise in interest rates6 had a significant impact on the contribution from each operating area to net interest expense, with particularly marked effects on the cost of funding. The item amounted to expense of €195.2 million7 year-on-year compared to €87.4 million in 2010. The analysis given below reports the contribution by areas of activity, although it must be 6 The average progressive one month Euribor rate practically doubled from 0.573% in 2010 to 1.190% del 2011. 7 Net interest income is structurally negative in relation to the role of the Parent, UBI Banca, because it includes the financial expense that it incurs for its investments in Group subsidiaries, while the relative financial revenues are recognised within the item dividends. 17* considered that the Parent’s operations involve movements across different business areas (e.g. funding from the network banks used for loans to the product companies). In detail8: - the owned securities portfolio generated interest income of €234.6 million, +€77 million compared to 2010, while investments in debt instruments decreased over twelve months by €1.7 billion. The contribution to net interest income from debt instruments was again substantial with €327.7 million of interest income received from available-for-sale securities (€287 million in 2010). In compliance with the policy to contain interest rate risk, this item was affected (although less than in 2010) by the expense of hedges on fixed rate bonds (differentials paid on derivatives); - business on the interbank market, which focused mainly on intragroup activities, generated a positive balance of €196.2 million, more than double that of €71.5 million in 2010, due partly to a reduction in average volumes of funding and an increase in average lending and partly to the reduced marginal cost of funding from the ECB; - business with customers recorded interest expense of €625.9 million compared to expense of €317 million before. This performance was due primarily to the increase in interest expense on securities issued (+€326 million), consistent with the growth in the aggregate of €3.8 billion over twelve months (just €1.5 billion of this related to institutional funding) and also to the increase in interest expense on amounts due to customers (+€80.4 million of which €44.4 million relating to transactions with the Cassa di Compensazione e Garanzia – CCG – a central counterparty clearing house used to fund investments in government securities), while net of repurchase agreements with the CCG the relative balance sheet aggregates increased by €1.2 billion. The balance also includes positive differentials of €115 million received (almost entirely) on hedges of own issue bonds. On a quarterly basis, net interest expense amounted to €53.2 million (€25.2 million in the fourth quarter of 2010 and €53.6 million in the previous third quarter of 2011). The size of the net negative balance is attributable primarily to business with customers, which increased progressively from -€103.7 million in the fourth quarter of 2010 to -€172.9 million in the third quarter of 2011, to reach -€184.5 million in the last three months of the year. It was attributable in particular to interest paid on securities issued. This is to be set against positive performance both in net income from interbank business (€61.8 million compared to €59.2 million in the third quarter and €26 million in the fourth quarter of 2010) and in the net balance on financial activities. The latter improved to €69.3 million from €60.3 million in the previous quarter, as a result of greater interest income on securities, while the investments remained stable, and the cost of differentials paid on hedging derivatives fell (€51.9 million in the fourth quarter of 2010). Changes in net commission income over twelve months were not significant compared to the previous year (€13.1 million and €13.9 million respectively). They were the aggregate result on the one hand of an increase in commissions on guarantees granted, mostly to Group banks and companies (+€5.8 million), and on the other of a decrease in fees for management, trading and advisory services (-€6.1 million net of the respective expense items and excluding currency trading). The latter figure was in reality affected by the absence of income from depository banking operations (€7.6 million), subject to a capital contribution in May 2010, net of which, the item recorded growth (€1.5 million), attributable primarily to lower costs for outsourced custody and administration services. 8 The calculation of net balances is performed by allocating interest income and expense on hedging derivatives and financial liabilities held for trading within the different areas of business (financial, with banks, with customers). 18* Commission income: composition Commission expense: composition 2011 Figures in thousands of euro a) guarantees granted c) management, trading and advisory services: 1. trading in financial instruments 2. foreign exchange trading 3. portfolio management 3.1 individual 2010 13,338 12,420 7,399 683 - 7,606 19,598 8,555 616 - 4. custody and administration of securities 5. depository banking 1,163 - 66 7,583 6. placement of securities 7. receipt and transmission of orders 8. advisory activities 8.1 on investments 50 474 1,920 1,920 368 376 1,205 1,205 731 1 730 1,439 37 829 829 1,558 44 7 688 6 1,243 27,929 30,055 8.2 on financial structure 9. distribution of third party services 9.1. portfolio management 9.2. insurance products 9.3. other products d) collection and payment services e) servicer activities for securitisation transactions i) current account administration j) other services Total 2011 Figures in thousands of euro a) guarantees received c) management and trading services: 1. trading in financial instruments 2. foreign exchange trading 3. portfolio management 3.1 own portfolio 2010 (65) (6,715) (4,457) (29) (1,387) (1,387) (90) (8,104) (3,425) (255) (808) (808) 4. custody and administration of securities 5. placement of financial instruments 6. financial instruments, products and services distributed through indirect networks d) collection and payment services e) other services (753) (89) (3,410) (206) (1,290) (6,776) (1,354) (6,582) Total (14,846) (16,130) 13,083 13,925 Net commission income In 2011 the operating costs of the Parent, recognised within the item operating expenses, amounted to €254 million (-8.2%; -€22.6 million). Net of non-recurring items, they totalled €267.1 million (-2.7%; -€7.4 million). Personnel expense: composition Personnel expense amounted to 2011 2010 €114.6 million compared to Figures in thousands of euro €130.6 million before, a significant 1) Employees (187,398) (179,620) decrease, due to the recognition in a) Wages and salaries (127,946) (120,781) (33,371) (32,094) the third quarter of an item of b) Social security charges c) Post-employment benefits (8,111) (8,204) non-recurring income of €16.1 d) Pension expense million relating to a release of e) Provision for post-employment benefits (919) (1,275) excess provisions 9 , stated within f) Pensions and similar obligations g) Payments to external supplementary pension plans: (7,657) (7,921) the item “expenses for retired - defined contribution (7,657) (7,921) personnel” (in 2010 non-recurring i) Other employee benefits (9,394) (9,345) (495) (2,205) items included €2.1 million of 2) Other personnel in service - Expenses for agency personnel on staff leasing contracts (149) (1,514) leaving incentives recognised - Other expenses (346) (691) within the item “other employee 3) Directors (7,478) (7,425) 16,123 64 benefits” in relation to a trade 4) Expenses for retired personnel 89,413 83,501 union agreement signed in May 5) Recoveries of expenses for personnel on secondment to other companies 6) Reimbursements of expenses for personnel on secondment at the Bank (24,714) (24,906) 2010). Total (114,549) (130,591) Net of non-recurring items, the personnel expense increased over twelve months by €2.2 million. The changes that occurred during the year mainly reflect changes in the variable components of remuneration (company bonus), in addition to natural growth in wages (length of service increases, rises resulting from national labour contract agreements). The total expense nevertheless benefited from savings (over €10 million) related to the decrease in average personnel numbers (-137), due principally to the transfer of contact centre operations to UBI Sistemi e Servizi in January 2011 and also to the decentralisation of operations to manage impaired loans, transferred to the network banks (June-July 2011). Compared to the year before, other administrative expenses fell to approximately €113 million, down by 3%, even if the figure for 2011 included a non-recurring item amounting to €3.1 million, recognised in the fourth quarter, consisting of the service fee paid to UBI.S for 9 This was the release of amounts recognised in previous years due to actuarial recalculations of post retirement benefits, now no longer considered due. In the third quarter of 2011, the defined benefit obligation and the existing mathematical reserve were derecognised as a consequence, with a positive impact on the item “administrative expenses: personnel expense” of approximately €16.1 million and the relative portion of the “fair value reserve actuarial gains/losses on defined benefit plans” amounting to approximately €2.2 million was reclassified within “retained earnings”. In consideration of the non-recurring nature of the event, the effects were subject to normalisation in the income statement. 19* operational co-ordination and Other administrative expenses: composition technical services in view of the 2011 2010 migration of B@nca 24-7 onto the Figures in thousands of euro target IT system in preparation for its A. Other administrative expenses (109,642) (113,167) Rent payable (9,194) (8,714) merger into the Parent. Net of that Professional and advisory services (20,647) (25,791) last item the decrease in other Rentals on hardware, software and other assets (3,043) (3,220) administrative expenses compared to Maintenance of hardware, software and other assets (527) (720) Tenancy of premises (7,269) (7,566) 2010 was even more significant (Property and equipment maintenance (2,259) (2,075) 5.6%). Counting, transport and management of valuables (6) (4) Membership fees (1,561) (1,601) As shown in the table, action Information services and land registry searches (844) (377) continued during the year to contain Books and periodicals (551) (517) expenses on professional and Postal (387) (464) Insurance premiums (1,004) (962) advisory services (-€5.1 million), Advertising (2,142) (3,790) advertising and promotional expenses Entertainment expenses (695) (677) (-€1.6 million), telephone and data Telephone and data transmission expenses (9,001) (9,493) Services in outsourcing (3,584) (4,109) transmission expenses (-€0.5 million), Travel expenses (3,788) (4,041) outsourced services (-€0.5 million), Fees for services provided by Group companies (UBI.S) (39,637) (35,744) travel expenses (-€0.3 million) and on Credit recovery expenses (63) (23) Forms, stationery and consumables (640) (656) license and maintenance fees for Transport and removals (269) (247) hardware and software (-€0.4 Security (1,826) (1,811) million). The opposite trend was Other expenses (705) (565) (3,307) (3,275) recorded, however, for commercial B. Indirect taxes Indirect taxes and duties (704) (487) information and land registry Stamp duty (80) (164) searches (+€0.5 million) and fees for Municipal property tax (2,226) (2,103) Other taxes (309) (742) services provided by Group Reclassification of "tax recoveries" 12 221 companies (+€3.9 million, although Total (112,949) (116,442) these were partly offset by lower payments following the contribution of depository banking operations in May 2010), attributable mainly to the merger of B@nca 24-7, already mentioned, planned for the current year. Net impairment losses on property, equipment and investment property and intangible assets totalled €26.6 million, a reduction compared to the year before (-10.4%), due mainly to the full depreciation and amortisation of investments made by the Parent in prior years. On a quarterly basis operating expenses net of the non-recurring items described above amounted to €75.5 million, compared to €69.2 million in the last quarter of 2010 and €61.7 million in the third quarter of 2011. Quarterly analysis of the single normalised items confirms the conclusions of the annual comparison: growth in personnel expense to €36.9 million (+€7.2 million, compared to €29.7 million in the third quarter), as a result of the trend for variable components of remuneration (company bonus), organic growth in other administrative expenses to €32.3 million (+€6.5 million compared to €25.8 million before), partly in relation to the different timing of the invoices for services received and no change in impairment losses on property, equipment and investment property and intangible assets (€6.3 million compared to €6.1 million in the third quarter of 2011). Again in normalised terms, the positive trend to reduce average quarterly operating expenses nevertheless continued: €66.8 million in 2011, compared to €68.6 million in 2010 and €69.7 million in 2009. As a result of the performance reported above, net operating income fell to €8.2 million from €188.4 million in 2010. That result rose, however, in the fourth quarter to €70.2 million, compared to a loss of €100.5 million in the same period of 2010 and a loss of €82.8 million in the previous three months. Item 130a, net impairment losses on loans, amounted to -€1.1 million (€51 thousand in 2010) and relates to an increase – concentrated in the fourth quarter – in lending to counterparties outside the Group and to the consequent process of recognising impairment losses on it. 20* Net impairment losses on other financial assets and liabilities amounted to €126.9 million for the year, of which €6.8 million relating to guarantees granted and €120.1 million to impairment losses on available-for-sale financial assets classified as non-recurring. In detail these consisted of €7.5 million of impairment losses on units in OICR funds(collective investment instruments) (of which €4.3 million relating to the Polis property fund) and €112.6 million of impairment losses on investments in A2A (€3.3 million), Siteba Spa10 (€0.5 million, after the transfer to the positive reserve in equity) and Intesa Sanpaolo. The latter incurred a total impairment loss of €108.8 million during the year on the basis of the official share price quoted on 30th December 2011 (€1.2891 )11. The amount actually includes the impairment loss recognised in the first half of the year (€15.4 million, recognised on the basis of the share price quoted at the end of June of €1.8075), together with the recognition of a further impairment loss that became necessary in the third quarter (€109.2 million), which was then offset by a recovery in the share price in the fourth quarter (+€15.8 million). Net impairment losses recognised in 2010 amounted to €49.3 million, of which €39.9 million were nonrecurring, composed as follows: €35.6 million for impairment of the available-for-sale Intesa Sanpaolo share (on the basis of the official price of €2.0423 on 30th December 2010); €2.6 million relating to A2A; and €1.7 million to the impairment loss on the British TLcom fund. Net provisions for risks and charges recognised during the year amounted to €0.6 million, down compared to €2 million in 2010, relating to legal action and other contractual disputes of a commercial nature. Items 210 (profits/losses of equity investments) and 240 (profits/losses on the disposal of investments) recorded a profit of €2.2 million, inclusive of €2.3 million (non-recurring) from the partial disposal of the interest held in BY YOU, in April 2011. An amount of €86.1 million was recognised in 2010, almost entirely non-recurring, consisting of €80.7 million from the disposal of Lombarda Vita shares and €5.4 million from the gain on the disposal of a property. As a result of the performance described above, a pre-tax loss from continuing operations of €118.2 million was incurred (compared to a profit of €223.1 million in 2010). On the other hand, the fourth quarter of 2011 ended with a pre-tax profit of €74.4 million after a loss of €126.8 million in the fourth quarter of 2010 and a loss of €196 million in the third quarter of 2011. In 2011 tax income accruing to UBI Banca on income from continuing operations amounted to €434.9 million, while tax expense in the comparative period was €4.3 million12. The item included a non-recurring component recognised in the second quarter of €352.8 million, consisting of: • +€377.8 million from the realignment of taxation on goodwill and other intangible assets in accordance with Decree Law No. 98 of 6th July 2011, converted with amendments into Law No. 111 of 15th July 2011. This legislation allowed, in accordance with the principles of Law No. 2 of 28th January 200913, the recognition for tax purposes of higher values attributed to controlling interests acquired through extraordinary transactions. The realignment was performed by the payment of a substitute tax of 16% (€525.6 million paid in November 2011), which will allow tax to be deducted on the amortisation of the amount subject to tax relief (€3,285.3 million) at constant rates over ten years with effect from 2013. Consequently, from the first half of 2011, deferred tax assets of €903.4 million were 10 Sistemi Telematici Bancari is an interbank company specialising in outsourced technical support services to banks and acquirers of payment cards. UBI Banca holds close to 7% of the share capital. The impairment loss was recognised as a result of a loss in value of greater than 35%. 11 The impairment loss was recognised on the basis of the new number of ordinary shares of Intesa Sanpaolo (180,215,498) held by UBI Banca, following the increase in the share capital (when 40,047,888 new ordinary shares were subscribed at a price per share of €1.369 ). 12 The tax levied arose mainly from the disposal (non-recurring) of a portion of Lombarda Vita as part of the renewal of partnership agreements with the Cattolica Group. This by itself gave rise to taxation of more than €20 million (not benefiting, or only marginally, from the participation exemption regime). 13 UBI Banca took advantage of the law mentioned in its tax income returns for 2008 to obtain tax relief on goodwill (€569 million), not acknowledged for tax purposes, which had been recognised when the purchase price allocation was performed arising from the merger of the former Banca Lombarda e Piemontese Group into the Bank. The operation involved the recognition of higher current taxation (substitute tax of 16%) amounting to €91 million and lower taxation for deferred tax assets of €184 million, with a net positive impact of €93 million (the difference between the rate of the substitute tax and the ordinary tax rate). 21* recognised within item 260 of the income statement, corresponding to the future benefit arising from the deduction of amortisation on the intangible assets subject to tax relief; • -€25 million from the derecognition of deferred tax assets for IRAP (local production tax) purposes, already recognised in the financial statements as at and for the year ended 31st December 2010. As a result of the tax deductibility of the amortisation of the amount subject to tax relief mentioned above, the Bank does not have sufficient taxable income for IRAP purposes to recover the deferred tax assets which had been recognised, since IRAP is not included in the tax consolidation. Consequently the conditions for its recognition were no longer met. In normalised terms, tax on income was again positive – due to the application of the tax consolidation law, which allows negative taxable income to be offset – and amounted to +€83.5 million, compared to +€16.5 million in 2010, reflecting both changes in the tax base and in the structure of income for the two years, especially with regard to financial activities (which changed from a positive result in 2010 to a loss in 2011) and to net interest expense (which more than doubled from one year to the next). Account was taken, in calculating the item, of the benefit of €3.8 million resulting from the “Aid to Economic Growth” concession, introduced by Art. 1 of Decree Law No. 201 of 6th December 2011, converted into law with amendments by Law No. 214 of 22nd December 2011), which allowed a reduction in taxable income (IRES – corporate income tax) in relation to the new capital injected into the business in the form of cash contributions from shareholders or the allocation of profits to reserves. Finally, in the comparative year post-tax profit from discontinued operations of €83.4 million (nonrecurring) was recognised in relation to the contribution of depository banking operations to RBC Dexia Investor Services performed in May 2010. In compliance with IAS 36 (Impairment of Assets), the recoverability of the carrying amounts for goodwill and equity investments must be tested annually and on the basis of the impairment test carried out at the end of December 2011, that recoverability was no longer guaranteed (details are given in the notes to the financial statements, which may be consulted). The income statement contains a single item, stated net of taxes, for net impairment losses on goodwill (item 230), impairment losses on equity investments (part of item 210) and net impairment losses on intangible assets (part of item 180) recognised for the year, which totalled €3,029.8 million (€18.4 million in 201014). In detail: €521.2 million for the entire impairment of the goodwill recognised by UBI Banca arising from the business combination involving the former BPU Group and the former BLP Group, which took effect from 1st April 2007; €1,469.5 million for impairment losses on equity investments held in the network banks of the Group (no impairment losses were recognised on BPB, BPCI and BPA); €640.3 million for impairment losses on equity investments in other banks in the Group (Centrobanca, IW Bank, UBI Banca International, UBI Banca Lombarda Private Investment and B@nca 24-7, the latter having been impaired already by €14 million in June 201115); €379.3 million for impairment losses on equity investments in product companies (UBI Fiduciaria, UBI Factor, UBI Pramerica SGR, SOLIMM and UBI Leasing, the latter already written-down by €86 million15); €19.5 million (recognised in the second quarter of the year) in relation to the entire write-off of intangible assets attaching to the investment in BY YOU (partially disposed of in April 2011), following the renegotiation of distribution agreements. As a result of the above, the income statement of UBI Banca recorded a loss of €2,713.1 million, compared to a profit of €283.7 million recognised in 201016. 14 The preceding comparative periods have also been restated on a consistent basis, with the recognition of these impairment losses on the same line. The amount of €18.4 million for 2010 included impairment losses on equity investments only, of which €13.7 million related to UBI Leasing and €4.7 million to Barberini, Silf and PerMicro. 15 As at 30th June 2011, impairment losses had already been recognised on the investments in B@nca 24-7 and UBI Leasing amounting to €14.2 million (before tax) and €87.9 million (again before tax) respectively. 22* Consequently the net loss for the fourth quarter was €2,747.4 million, compared to a loss of €106.6 million in the same quarter of 2010 and a loss of €176.6 million in the third quarter 2011. 16 Non-recurring items consisted of expense of €2,783.2 million (as a result of impairment losses on goodwill, equity investments held in banks and Group banks and companies and on intangible assets, although this was slightly offset by the tax realignment and the reversal of deferred income tax and IRAP assets) and of income of €88.2 million in 2010 (mainly in relation to the contribution of depository banking operations and the disposal of shares in the Lombarda Vita joint venture, although partially offset by the impairment losses on Intesa Sanpaolo and A2A and by the impairment loss recognised on the investment in UBI Leasing). Net of those items 2011 profit amounted to €70.1 million, compared to €195.5 million the year before. 23* General banking business Funding Direct funding from customers of UBI Banca exceeded €35 billion as at 31st December 2011, a modest increase over twelve months (+1.2%), the aggregate result of opposing trends for the two main components, consisting of growth in “securities issued”, which all but compensated for the fall in “due to customers”. Direct funding from customers 31.12.2011 % 31.12.2010 % Figures in tho usands o f euro Changes amount % Current accounts and deposits Term deposits 2,324,880 572,996 6.6% 1.6% 1,331,971 719,256 3.8% 2.0% 992,909 -146,260 74.5% -20.3% Financing 5,089,534 14.5% 9,353,133 26.9% -4,263,599 -45.6% 4,615,754 13.1% 9,190,455 26.4% -4,574,701 -49.8% 4,615,754 13.1% 9,190,455 26.4% -4,574,701 -49.8% 191.2% - repurchase agreements of which: repurchase agreements with the C.C.G. - other 473,780 1.4% 162,678 0.5% 311,102 Other payables 35,454 0.1% 18,368 0.1% 17,086 93.0% 8,022,864 22.8% 11,422,728 32.8% -3,399,864 -29.8% 27,200,141 77.2% 23,367,788 67.2% 3,832,353 16.4% 16,420,529 10,292,174 6,128,355 6,856,713 3,922,899 46.6% 29.2% 17.4% 19.5% 11.1% 14,911,570 11,158,751 3,752,819 5,035,176 3,421,042 42.9% 32.1% 10.8% 14.5% 9.8% 1,508,959 -866,577 2,375,536 1,821,537 501,857 10.1% -7.8% 63.3% 36.2% 14.7% Total amounts due to customers Bonds - bonds subscribed by institutional customers of which: EMTN (*) Covered bonds - bonds subscribed by ordinary customers - bonds subscribed by Group banks (intragroup) Other certificates - - - - - - Total securities issued 27,200,141 77.2% 23,367,788 67.2% 3,832,353 16.4% Total funding from customers 35,223,005 100.0% 34,790,516 100.0% 432,489 1.2% 4,527,129 12.9% 3,883,908 11.2% 643,221 16.6% 572,996 1.6% 599,140 1.7% -26,144 -4.4% 3,954,133 11.2% 3,284,768 9.5% 669,365 20.4% 211,988 0.6% 502,312 1.4% -290,324 -57.8% of which: subordinated liabilities of which: subordinated deposits (**) subordinated securities of which: EMTN (*) (*) The corresponding nominal amounts were €10,186 million (€212 million subordinated) as at 31st December 2011 and €11,128 million (€502 million subordinated) as at 31st December 2010. The amount as at 31st December 2011 reported in the table does not include two private placements and a partial repurchase of senior notes classified as infragroup for a total of €93 million. (**) The figure refers to deposits made by BPB Funding Llc for a nominal amount of €300 million, by BPCI Funding Llc for a nominal amount of €115.001 million and by Banca Lombarda Preferred Capital Co. Llc for a nominal amount of €155 million. In detail, DUE TO CUSTOMERS, amounting to €8 billion, fell by €3.4 billion (€11.4 billion in December 2010), a reflection primarily of changes in the item “financing”. Repurchase agreement transactions with the Cassa di Compensazione e Garanzia (CCG – a central counterparty clearing house) actually halved over twelve months (€4.6 billion compared to €9.2 billion at the end of 2010), following the reduction in Italian government securities held in the first months of the year due to disposals and maturities. These were followed towards the end of the year by the termination of the outstanding transactions amounting to €2.8 billion, without disposing of the underlying securities, but using the threeyear liquidity obtained from the ECB in the auction on 21st December 2011 (an operation which gave greater stability to balance sheet liability structure). The decrease in repurchase agreements was only partially offset by an increase in current account funding (+€1 billion), mainly in relation to UBI Pramerica deposits. Following an agreement signed in April 2011, UBI Banca became the holder of deposits used to meet the investment requirements of some of the funds managed by this asset management company: Euro Breve Termine, Euro Cash (both since May) and Portafoglio Prudente (since August). 24* As concerns term deposits, a deposit with the CCG existing at the end of 2010 (€120.1 million) as part of operations in the “New MIC” (collateralised interbank market) segment was withdrawn during the first quarter. SECURITIES ISSUED, consisting entirely of bonds, rose to €27.2 billion (+16.4%) as a result of positive growth – although different for individual items – of all types of funding. In detail: institutional funding reached €16.4 billion, an increase of over 10% (+€1.5 billion). Even though the heightened perception of “Italy risk” in the second half of the year due to the sovereign debt crisis made international funding markets inaccessible for Italian banks, UBI Banca benefited from its decision to move forward and concentrate important issuances to cover its requirement for the whole year in the first few months of 2011. The total nominal amount of securities placed actually accounted for approximately 140% of the items that matured. Preference was given to covered bonds with longer maturities, in relation to the lower cost with respect to senior EMTN issues for the same maturities, while the EMTN programme was reserved for three year maturities. There were three covered bonds issuances for 2 billion euro nominal: two public issuances in the first quarter - a 1 billion euro issuance in January with a ten year maturity (28th January 2021) and a coupon of 5.25% and a second issuance in February for €750 million, with a five year maturity (22nd February 2016) and a coupon of 4.5% - followed in November by a private placement for €250 million reserved for the European Investment Bank, as the second tranche of an agreement signed in April 2010 to fund Italian SMEs. UBI Banca therefore has eight issuances of covered bonds1 in issue for a total nominal amount of €5.75 billion (including €11 million already amortised)2. Although the amounts issued under the EMTN programme were large (€1.86 billion nominal), they did not fully offset the maturities, redemptions and repurchases that occurred during the year (€2.8 billion). A public placement for a nominal amount of €700 million was made in February with a two year maturity (28th February 2013) at a fixed rate of 3.875%, followed in April by another public placement for 1 billion euro with a two and a half year maturity (21st October 2013) at a fixed rate of 4.125%. The remaining issuances consisted of private placements (€50 million in June, €105 million in December). Both the covered bonds and the EMTNs are admitted for trading on the London stock exchange (with the sole exception, for the latter, of those which had been issued by the former Banca Lombarda e Piemontese, listed in Luxembourg). Information on the covered bond programme concerning the composition of the residential mortgage cover pool in the segregated accounts of UBI Finance, to back the issues, and action taken as a consequence of the downgrade of UBI Banca by Moody’s and Fitch, is given in the consolidated management report, which may be consulted; funding from bonds issued to ordinary customers – consisting mainly of listed bonds sold to network bank customers1 – increased significantly over twelve months (+€1.8 billion; +36.2%) to reach a total of almost €7 billion. This was the result of nine bonds for a total nominal amount of €1.9 billion placed in the second quarter and towards the end of the year, including three totalling over 1 billion euro, with a lower tier two subordination clause; intragroup funding from bonds – consisting of bonds subscribed by some Group banks to invest their liquidity – reached almost €4 billion (+€0.5 billion; +14.7%). As already reported, a significant portion of those funds (€1.7 billion) came from funding which had been performed by the subsidiary Centrobanca through non-captive channels and transferred to the Parent, because in excess of its requirements. 1 A list is given in the consolidated management report, as part of the information on listed issues of the Group. 2 In consideration of the large pool of segregated assets available at UBI Finance, three new issuances for a total of €750 million were made on 22nd February 2012. These were not placed on the market but used to strengthen the pool of assets eligible for refinancing with the central bank. 25* Outstanding bond maturities as at 31st December 2011 (excluding intragroup securities) Nominal amounts in millions of euro 1st Quarter 2012 2nd Quarter 2012 3rd Quarter 2012 4th Quarter 2012 2013 2014 Subsequent years 1,542 1,566 799 1,131 4,673 4,413 8,625 22,749 1,500 1,495 70 1,000 3,447 2,234 440 10,186 - 11 - 11 51 51 5,615 5,739 Total (*) of which: EMTN Covered bonds (**) Total (*) The EMTN subordinated notes were placed on the date of maturity or the exercise of a call option. (**) The first half year amortisation, amounting to €11 million, took place in the fourth quarter of 2011. Lending Composition of loans to customers 31.12.2011 % 31.12.2010 % Changes amount Figures in tho usands o f euro % Current account overdrafts 1,202,889 7.7% 685,022 4.7% 517,867 Reverse repurchase agreements 3,408,520 21.7% 3,187,464 21.9% 221,056 6.9% 760,251 - 4.8% - 3,621,178 - 24.9% - -2,860,927 - -79.0% - Mortgage loans and other medium to long-term financing Credit cards, personal loans and salary backed loans Finance leases - - - - - Factoring - - - - - Other transactions Debt instruments 9,894,794 426,209 63.1% 2.7% 6,773,525 268,932 46.6% 1.9% of which: structured securities 227,026 1.4% 238,789 other debt instruments 199,183 1.3% 30,143 15,692,663 100.0% 14,536,121 Total loans to customers 75.6% - 3,121,269 157,277 46.1% 58.5% 1.7% -11,763 -4.9% 0.2% 169,040 n.s. 1,156,542 8.0% 100.0% Lending by the Parent reached almost €15.7 billion as at 31st December 2011, up by €1.2 billion (+8%) compared to €14.5 billion twelve months before. The lending activity of UBI Banca is performed mainly with Group member companies operating in the leasing and factoring sectors, which at the end of the year had received loans amounting to €9.7 billion and to €2.7 billion respectively (accounting together for 79% of total lending). Exposure to UBI Leasing at the end of 2010 amounted to €10.6 billion while that to UBI Factor totalled €2.5 billion (accounting together for over 90% of total lending). Given the fall-off in business in the leasing sector, which was only marginally offset by the positive trend for factoring and by the increase in exposure to the CCG, the increase recorded in the size of UBI Banca’s loan portfolio was basically of a technical nature, because it reflects specific operations performed in the last quarter involving the items “current account overdrafts”, “other transactions” and “debt instruments”. The exposure to the CCG increased (+€0.4 billion to €1.4 billion), the aggregate result of increased volumes of reverse repurchase agreements (+€0.6 billion) – to be interpreted in relation to changes in financial liabilities held for trading (uncovered short positions on securities) and also to intermediation performed in the last quarter in consideration of the favourable market conditions – compared to a smaller exposure for “other transactions” (-€0.2 billion), consisting of the margin requested on business in repurchase agreements on government securities (while in December 2010 the exposure was attributable to a deposit required to guarantee transactions on the “New MIC” (collateralised interbank market). While the total exposure for “current account overdrafts” of €1.2 billion was up by €0.5 billion in the comparison between the two years, the contraction of €0.5 billion in advances to the non-banking financial sector (-€0.3 billion for UBI Factor and -€0.2 billion per UBI Leasing) was offset by new business of more than one billion euro consisting of margins on derivatives trading activity (basically swaps to back the covered bond programme and internal securitisations). 26* “Other transactions”, which include all short term lending other than current account overdrafts, rose to €9.9 billion, an increase of €3.1 billion. In addition to the deposit requested by the CCG, the item also incorporated the following: the effects of the partial change in the composition of borrowing by UBI Leasing out of mortgages (-€2.9 billion) and into the types of lending included in this class (+€2.5 billion); greater lending to UBI Factor (+€0.5 billion); and an exposure to UBI Pramerica of €0.3 billion, consisting of the liquidity generated by disposals performed in the third quarter, in relation to the management mandate conferred on this asset management company. This liquidity was left with the company for possible future investments. “Debt instruments” (€0.4 billion) increased by €0.2 billion as a result of a new banking investment made towards the end of 2011, which as a result of its eligibility qualifications, was added to the pool of assets eligible for refinancing with the central bank. “Reverse repurchase agreements”, amounting to €3.4 billion, included €2.5 billion relating to UBI Leasing concluded on eligible securities issued with a securitisation performed in November 2008 and the remaining €0.9 billion regarded the ordinary business, already mentioned, with the CCG. The ratio of lending to funding, affected by the different rates of growth in the two aggregates, rose to 44.6% in December from 41.8% at the end of 2010. This ratio also reflects the particular nature of the banking business performed by UBI Banca as the Parent Bank. Given the prevalent intragroup nature of its lending, net non-performing loans were stable at €0.3 million (including €49 thousand relating to Lehman Brothers) and again represented a wholly negligible percentage of the total. According to the new rules introduced in December 2010 by the Bank of Italy, large exposures are now measured on the basis of the nominal value, instead of the amount weighted for counterparty risk. Consequently, at the end of 2011 UBI Banca had four positions which exceeded 10% of the supervisory capital (three at the end of 2010) for a total of €97.7 billion, down compared to €114.7 billion twelve months before: €83.4 billion relating to consolidated companies (€96.2 billion at the end of 2010 to companies belonging to the banking Group); €6.8 billion relating to the Ministry of the Treasury, in relation to investments in government securities (€8.3 billion twelve months before); €6 billion relating to the CCG, concerning all transactions (€10.2 billion at the end of 2010); €1.5 billion attributable to various types of transaction outstanding with a major banking group. It must be added, however, that since the weightings on government loans are nil, the actual risk positions of the Parent after weighting were three in number for a total of €1.4 billion (€75.9 million in 2010, but relating to just one position) and representing a percentage of supervisory capital well below the maximum limits set by the current regulations (single banks belonging to banking groups are subject to an individual limit of 40% of their supervisory capital). The change compared to the previous year, both in the number of risk positions and the amount reported consists of one billion euro due to the application of high levels of weighting (full in some cases) on the different types of transaction with the major banking group and of approximately €311 million due to the application of a weighting greater than zero on some special purpose entities involved in the margin deposits already mentioned on derivative transactions which do not belong to the banking group3. Finally guarantees granted to customers amounted to €1.88 billion, an increase of over 50% compared to €1.25 billion at the end of 2010. They were composed as follows: 3 At the end of 2010, the nominal exposure of €96.2 million related entirely to companies belonging to the banking group and therefore they did not give rise to the recognition of a risk position since the weighting factor attributed to intragroup transactions is zero. 27* - - unsecured financial guarantees amounting to €1.78 billion, compared to €1.06 billion in December 2010. This change was the result of lower unsecured guarantees granted on behalf of Group member companies and an increase in guarantees granted for ordinary customers. More specifically, guarantees on behalf of Group member companies totalled €218.3 million (€492.3 million at the end of 2010) composed as follows: €123.3 million on the behalf of BPCI Funding Llc, €60.8 million on the behalf of UBI Leasing, €25 million on the behalf of Lombarda Vita and €9.2 million on the behalf of UBI Factor; Commercial guarantees amounted to €100.6 million (€186.3 million in December 2010) and were granted almost entirely to Group member companies. They included €75.5 million in favour of UBI Leasing, €13.2 million for Coralis Rent and €5.8 million for UBI Factor. Operations on the interbank market The net interbank position of UBI Banca as at 31st December 2011 showed funds of €6 billion, virtually unchanged compared to December 2010. Quarterly performance, however, fluctuated as a result of the intensification of the sovereign debt crisis and the consequent difficulties on liquidity markets. While in the first half of the year the reduction in net debt to counterparties outside the Group, favoured by the positive growth in institutional funding, had helped strengthen the net interbank position – which rose to almost €11 billion – the trend reversed in the summer, wiping out the improvement recorded in the first half as a result of growing recourse to ECB financing, which became the main source of liquidity as interbank business gradually thinned, with foreign counterparties increasingly less active, and as access to short-term institutional markets reduced. Interbank market: quarterly trends Figures in thousands of euro Loans to banks 31.12.2011 A 30,224,290 30.9.2011 B 30.6.2011 C 31.3.2011 D 32,277,154 30,222,165 29,250,552 31.12.2010 E 28,424,384 Changes A/E amount % 1,799,906 6.3% of which: - loans to central banks - intragroup of which: intragroup securities Due to banks 595,884 1,315,904 155,501 177,952 595,521 363 0.1% 26,297,926 28,348,976 27,302,314 26,268,424 26,656,378 -358,452 -1.3% 10,089,221 10,072,924 10,086,529 6,011,405 6,186,334 3,902,887 63.1% 24,228,130 22,305,950 19,314,805 21,773,213 22,589,437 1,638,693 7.3% of which: - due to central banks - intragroup of which: subordinated deposits Net interbank position of which: intragroup non Group banks 6,001,500 4,000,333 - 1,255,064 2,219,152 3,782,348 170.4% 15,291,525 14,405,136 15,085,974 15,181,546 17,746,392 -2,454,867 -13.8% -1.1% 366,486 371,391 367,887 372,211 370,571 -4,085 5,996,160 9,971,204 10,907,360 7,477,339 5,834,947 161,213 2.8% 11,006,401 13,943,840 12,216,340 11,086,878 8,909,986 2,096,415 23.5% -5,010,241 -3,972,636 -1,308,980 -3,609,539 -3,075,039 -1,935,202 62.9% As shown in the table, the net interbank position at the end of the year (+€6 billion) was the result of intragroup funds of €11 billion (€8.9 billion at the end of 2010) and net debt to counterparties outside the Group of €5 billion (€3.1 billion the year before), attributable almost entirely to net balances with the central bank (-€5.4 billion compared to -€1.6 billion twelve months before), since the net position with other banks was one of funds (+€0.4 billion compared to -€1.5 billion in December 2010). Intragroup transactions continued to be of significant importance with regard to the total, due to UBI Banca’s role as the centralised manager of Group liquidity. With the exception of IW Bank and the foreign subsidiaries, internal policies require the composition of assets and liabilities of the network banks and of the product companies with banking counterparties to result exclusively from transactions with the Parent of the Group. The policies also define the rates and charges for lending and funding transactions between UBI Banca and Group banks and companies. 28* Details of assets eligible for refinancing and of action taken to increase the liquidity reserve which those assets are able to guarantee are given in the consolidated management report, which may be consulted. Further information on liquidity risk management is given in Part E, section 3 of the Notes to the Consolidated Financial Statements. Loans to banks: composition 31.12.2011 % 31.12.2010 % Loans to central banks Term deposits Compulsory reserve requirements Repurchase agreements - reverse repurchase agreements 595,521 595,521 - 2.1% 2.1% - % 363 363 - 0.1% 0.1% - - - - - - - 29,628,406 2,265,287 10,258,008 5,876,975 98.0% 7.5% 33.9% 19.4% 27,828,863 6,780,853 8,805,936 6,055,740 97.9% 23.8% 31.0% 21.3% 1,799,543 -4,515,566 1,452,072 -178,765 6.5% -66.6% 16.5% -3.0% 5,291,595 17.5% 5,826,168 20.5% -534,573 -9.2% - - - 155.0% - finance leases - - other Debt instruments 2.0% 2.0% - 595,884 595,884 - Other Loans to banks Current accounts and deposits Term deposits Other financing Changes amount Figures in thousands of euro - 585,380 1.9% 229,572 0.8% 355,808 11,228,136 37.2% 6,186,334 21.8% 5,041,802 81.5% - structured securities (*) 4,705,516 15.6% 5,508,643 19.4% -803,127 -14.6% - other debt instruments 6,522,620 21.6% 677,691 2.4% 5,844,929 862.5% 30,224,290 100.0% 28,424,384 100.0% 1,799,906 6.3% Total loans to banks (*) Most of these securities have a call option for early redemption. As at 31st December 2011 loans to banks other than the central bank amounted to €29.6 billion – of which approximately 90% consisted of loans to banks in the Group – an increase over twelve months of €1.8 billion, which mainly reflected growth in volumes of business on the external market (+€2.2 billion), in relation both to new investments in securities and to margins on derivatives business. A partial change occurred between the two year-end positions in the composition in terms of type of lending. Significant growth was seen in debt instruments – the total increased to €11.2 billion (+€5 billion) – while an equally large reduction occurred for current account overdrafts and term deposits taken together (-€3.1 billion). This phenomenon is attributable primarily to the pursuit of more stringent policies to achieve structural balance at the level of single banks, which led UBI Banca to give priority to the subscription of securities rather than deposits for intragroup funding from the second quarter of 2011. The €11.2 billion investments in debt instruments existing in December 2011, included total intragroup securities of €10.1 billion (+€3.9 billion compared to €6.2 billion at the end of 2010), while the remaining part (€ 1.1 billion), consisting of new investments in non intragroup banking securities made in the fourth quarter was used, in view of their eligibility qualifications, to increase the pool of assets eligible for refinancing with the central bank. The main component of the item “other financing” – amounting to €5.9 billion – continued to consist of reverse repurchase agreements (€5.3 billion), through which securities eligible for refinancing with the ECB are sold to the Parent. The most significant amounts concerned transactions with Group banks as follows: €1.9 billion with B@nca 24-7, €1.3 billion with Banca Popolare di Bergamo, €0.4 billion with Banco di Brescia (all with the underlying securities issued as part of securitisations performed between 2008 and 2010) and one billion euro with IW Bank. 29* Due to banks: composition 31.12.2011 % 31.12.2010 % Due to central banks Due to banks Current accounts and deposits Term deposits Financing: - repurchase agreements - other Amounts due for commitments to repurchase own equity instruments Other payables Total due to banks Changes amount Figures in thousands of euro % 6,001,500 24.8% 2,219,152 9.8% 3,782,348 170.4% 18,226,630 4,444,252 11,174,524 75.2% 18.4% 46.1% 20,370,285 2,499,182 15,015,355 90.2% 11.1% 66.5% -2,143,655 1,945,070 -3,840,831 -10.5% 77.8% -25.6% 2,599,990 10.7% 2,845,517 12.6% -245,527 -8.6% 2,012,127 8.3% 2,173,129 9.6% -161,002 -7.4% 587,863 2.4% 672,388 3.0% -84,525 -12.6% - - - - - - 7,864 0.0% 10,231 0.0% -2,367 -23.1% 24,228,130 100.0% 22,589,437 100.0% 1,638,693 7.3% As concerns funding on the other hand, amounts due to banks other than the central bank fell to €18.2 billion (-€2.1 billion compared to the end of 2010), in relation to a decrease in intragroup funding since the first quarter (-€2.4 billion over twelve months). Reduced funding on the interbank market was more than compensated for by recourse to the central bank which, after reducing to zero at the end of June, amounted to €6 billion at the end of the year (+€3.8 billion over twelve months), consisting entirely of liquidity with a three year maturity acquired on 21st December 2011, as a result of which greater stability was given to the structure of liabilities in a market context still far from “normality”4. In terms of type of funding, a comparison between the two year-end positions shows a partial change in the composition with a significant reduction in term deposits (-€3.8 billion over twelve months), and an increase in current accounts and on demand deposits (+€1.9 billion), attributable to changes in some intragroup relationships. The item “financing” includes the medium to long-term finance provided by the European Investment Bank (down to €588 million due to redemptions) and repurchase agreements, used mainly to support investments made by network bank customers. Lower demand from customers during the year was largely offset by business with market counterparties, due to the financing of securities which did not meet eligibility requirements. *** The table “Principal capital items with subsidiaries subject to control, joint control and significant influence”, contained in part H of the notes to the financial statements, shows the role of UBI Banca as a net lender or net borrower of funds with regard to the banks in the Group, with account taken of the possible subscription of intragroup securities. As at 31st December 2011, the net interbank balance of the Parent was positive with regard to B@nca 24-7 Spa (€12.4 billion), Centrobanca (€3.1 billion), Banco di San Giorgio (€1 billion), Banca Popolare di Ancona (€0.8 billion), Banco di Brescia (€0.6 billion), Banca di Valle Camonica (€0.5 billion), Banca Regionale Europea (€0.4 billion) and Banca Popolare Commercio e Industria (€0.2 billion). However it was negative with regard to: UBI Banca International (-€5.5 billion), Banca Carime (€3.6 billion), Banca Popolare di Bergamo (-€1.7 billion), IW Bank (-€0.9 billion) and UBI Banca Lombarda Private Investment (-€0.1 billion). 4 Those same considerations led UBI Banca to also participate in the second three year auction held on 29th February 2012, with a further six billion euro of refinancing allotted. 30* Financial assets The year 2011 was an extremely critical one for Italy. The weak signals of recovery that manifested at the beginning of the year were not repeated in the second half and the difficulties caused by the development of the sovereign debt crisis worsened, resulting in a significant widening of the yield spreads between BTPs and German bunds. This had severe repercussions on the banking system, which in the meantime saw the institutional funding market close and the need to strengthen capital grow. In this context, UBI Banca gradually reduced the government securities it held in portfolio financed through the Cassa di Compensazione e Garanzia (a central counterparty clearing house), only partly renewing maturing investments and changing the internal composition in terms of available-for-sale (AFS) financial assets and financial assets held for trading (HFT). In the last quarter of the year, management policy returned to focus on new purchases of Italian government securities, mainly BOTs and BTPs with maturities of up to three years, classified as held for trading, partly with a view to supporting interest income and net trading income. As at 31st December 2011, UBI Banca held financial assets totalling €10.3 billion, an increase of €1.6 billion compared to twelve months before. If financial liabilities are excluded, which consisted mostly of financial derivatives, net assets amounted to €8.5 billion, down from €10.4 billion the year before. As shown in the table, changes in the total were attributable primarily to the trend for AFS securities, which decreased by almost €2 billion in the third quarter, following maturities of government securities concentrated in September 2011. This reduced this portfolio as a percentage of the total to 64.8% from 72.6% in December 2010, while assets held for trading increased (up by €0.4 billion year-on-year), which was in reality the aggregate result of large fluctuations during the year. Financial assets held for trading increased as a percentage of the total portfolio from 26.2% to 34%. Financial assets/liabilities 31.12.2011 Figures in thousands of euro Financial assets held for trading of which: financial derivatives contracts Financial assets at fair value Available-for-sale financial assets Financial assets (a) Amount 31.12.2010 % Amount Changes % amount % 3,515,897 34.0% 3,143,191 26.2% 372,706 11.9% 1,432,457 13.8% 1,223,255 10.2% 209,202 17.1% 126,174 1.2% 147,286 1.2% -21,112 -14.3% 6,705,814 64.8% 8,698,209 72.6% -1,992,395 -22.9% 10,347,885 100.0% 11,988,686 100.0% -1,640,801 -13.7% of which: - deb t instruments 8,334,635 80.5% 10,007,545 83.5% -1,672,910 -16.7% 6,998,926 67.6% 8,669,463 72.3% -1,670,537 -19.3% - equity instruments 350,370 3.4% 499,885 4.2% -149,515 -29.9% - Units in O.I.C.R. (collective investment instruments). 227,770 2.2% 254,246 2.1% -26,476 -10.4% 1,847,534 100.0% 1,542,534 100.0% 305,000 19.8% 1,409,633 76.3% 1,133,271 73.5% 276,362 24.4% -1,945,801 -18.6% of which: Italian government securities Financial liabilities held for trading (b) of which: financial derivatives contracts Net financial assets (a-b) 8,500,351 31* 10,446,152 Available-for-sale financial assets “Available for sale financial assets” (AFS), asset item 40, are measured at fair value with the recognition of changes in a separate fair value reserve in equity, except for losses due to reductions in value that are considered significant or prolonged. In this case the reduction in value that occurred in the period is recognised through profit or loss, the amount being transferred from the negative or positive reserve that may have been recognised in equity previously. Following the recognition of impairment losses, recoveries in value continue to be recognised in the separate fair value reserve in equity. Any decreases below the level of the previous impairment losses are recognised through profit and loss. Information on the fair value hierarchy (levels one, two and three) is given in Section A.3 of Part A – Accounting Policies in the Notes to the Financial Statements. Available-for-sale financial assets: composition 31.12.2011 Figures in thousands of euro Debt instruments of which: Italian government securities Equity instruments Units in O.I.C.R. (collec tive investment instruments) Financing Total Level 1 Level 2 31.12.2010 Level 3 Total Level 1 Level 2 Changes Total Level 3 amount % 5,347,783 4,828,585 908,770 338,292 6,495 - 6,263,048 5,166,877 7,070,459 6,447,107 1,074,787 409,872 6,474 - 8,151,720 -1,888,672 6,856,979 -1,690,102 -23.2% -24.6% 240,568 45,131 56,918 342,617 334,305 68,461 38,364 441,130 -98,513 -22.3% 39,004 61,145 - 100,149 18,313 87,046 - 105,359 -5,210 -4.9% - - - - - - - - - 5,627,355 1,015,046 63,413 6,705,814 7,423,077 1,230,294 44,838 8,698,209 -1,992,395 -22.9% As at 31st December 2011, available-for-sale financial assets had fallen to €6.7 billion from €8.7 billion the year before, reflecting a reduction in debt instruments (-€1.9 billion) and in Italian government securities in particular (-€1.7 billion). These changes relate in reality to maturities occurring mainly in September 2011, in a difficult market context, and it is the aggregate result also of repurchases of short-term Italian government securities. These changes, to which decreases in fair value must be added, occurred above all in the last quarter and were attributable to the falls in prices following the widening of the country risk spread for Italy. At the end of the year debt instruments held amounted to €6.3 billion and were composed as follows: €5.3 billion classified in fair value level one, of which 90% consisting of fixed rate Italian government securities with maturities mainly longer than five years and the remaining 10%, approximately, of corporate securities issued mostly by Italian banks. The item also contained a residual €3.9 million of securities resulting from own securitisations1. The €909 million classified within fair value level two includes €338.3 million of Italian treasury securities, while the remaining corporate securities consist primarily of unlisted bonds issued mainly by Italian banks. Fair value level three, on the other hand, contains two securities: €4.9 million of Equitalia perpetual financial instruments and €1.6 million issued by the Banca Lombarda Preferred Capital Company. The financial crisis caused a fall in the market value of debt instruments with a relative negative impact on the fair value reserve of €801 million (before tax). 1 Debt instruments (both available-for-sale and held for trading) also included “Asset Backed Securities” (ABS) issued as part of securitisations and eligible for refinancing with the ECB. The total amount still outstanding at the end of 2011, amounting to €8.9 million (€11.1 million twelve months before), consisted of own securitisations (eliminated in the consolidation), relating to: - Lombarda Lease Finance 4 (ABS instruments classified as available-for-sale) amounting to €3.9 million (€5.8 million); - Orio Finance (RMBS securities classified as held for trading), amounting to €5 million (€5.3 million); In December 2010 these assets included an INPS (national insurance institute) securitisation amounting to €89.1 million, which was fully redeemed in the third quarter of the year. The section “financial activities” in the consolidated management report may be consulted for further information on exposures in ABS instruments and special purpose entities (SPEs). 32* Equity instruments 2 fell from €441 million to €343 million, as a result of both sales and disposals of investments and reductions in fair value, which affected instruments recognised within fair value level one in particular. This category determined the trend for the aggregate (a total decrease of €98.5 million), falling by €93.7 million, attributable principally to the following: on the one hand, the disposal of the interest held in London Stock Exchange (a book value of €15.5 million in December 2010) and the reclassification of the equity investment in ETF Track on the EuroStoxx 50 (€20 million nominal) within units in O.I.C.R.s (collective investment instruments); and on the other, decreases in the fair value of the share A2A Spa, down from €11.6 million to €8.3 million, and in the share Intesa Sanpaolo in particular, for which the market value fell to €232.3 million, after recognition of total impairment losses of €108.8 million. In June 2011, UBI Banca participated in the increase in the share capital by subscribing 40,047,888 ordinary shares at a price of €1.369 per share, for an amount of €54.8 million. As a result of that subscription it now holds 180,215,498 shares (140,167,610 in December 2010), accounting for 1.16% of the share capital with voting rights. Consequently, only Intesa Sanpaolo and A2A are now classified within fair value level one equity instruments. A decrease of €4.8 million was recorded in unlisted fair value level two and three equity interests as a result of the disposal of some investments (PerMicro and Banca Valsabbina, with book values of €0.4 million and €1.7 million respectively in December 2010) and decreases in the value of S.A.C.B.O. (-€4.4 million), Siteba (-€0.8 million) and Unione Fiduciaria (-€0.2 million). This was partially offset by increases in the fair value of SIA (formerly S.I.A.-S.S.B., +€1.5 million), Autostrade Lombarde (+€0.4 million) and Società per i mercati di Varese (+€0.6 million). Units in O.I.C.R. (collective investment instruments) amounted to a little over €100 million, down by €5.2 million on December 2010, the aggregate result of opposing trends for fair value levels one and two. Level two in particular fell by €25.9 million, as a result of the combined effect of net falls in the fair value of investments and redemptions. This category included an investment in the closedend fund Centrobanca Sviluppo Impresa with a fair value of €26.6 million, partially redeemed during the year for €12.8 million (of which €3.8 million represented profit). Fair value level one investments on the other hand increased by €20.7 million, primarily due to a more accurate reclassification of the instrument ETF Track on the EuroStoxx 50, with a book value of €17.1 million (previously classified within equity instruments) and of the Azimut Dividend Premium Class A fund (with a book value of €9.5 million, previously recognised within fair value level two), but also to an impairment loss recognised on the Polis property fund (€12.4 million as at 31st December 2011 and €18.3 million twelve months before). Units in O.I.C.R.s include a total of €20 million (€26.6 million the year before) invested in property funds. 2 Shareholdings that are not classified as companies subject to control, joint control or significant influence and that are not held for merchant banking and private equity activities, are recognised here. 33* Financial instruments held for trading Financial assets held for trading The asset item “Financial assets held for trading”, comprises financial trading instruments “used to generate a profit from short-term fluctuations in price”. They are recognised at fair value through profit or loss – FVPL. Information on the fair value hierarchy (levels one, two and three) is given in Section A.3 of Part A – Accounting Policies in the Notes to the Financial Statements. Financial assets held for trading: composition 31.12.2011 Figures in thousands of euro A. On-balance sheet assets Debt instruments of which: Italian government securities Equity instruments Units in O.I.C.R. (collective investment instruments) Financing Total (a) B. Derivative instruments Financial derivatives Credit derivatives Total (b) Total (a+b) Level 1 Level 2 31.12.2010 Level 3 Total Level 1 Level 2 Changes Level 3 Total amount % 2,066,558 1,832,049 946 - 5,029 6,807 2,071,587 1,832,049 7,753 1,847,710 1,812,484 39,220 8,115 - 19,535 1,855,825 1,812,484 58,755 215,762 19,565 -51,002 11.6% 1.1% -86.8% - - 1,447 - 1,447 - - - 1,601 - 1,601 - -154 - -9.6% - 2,067,504 - 13,283 2,080,787 1,886,930 8,115 21,136 1,916,181 164,606 8.6% 220 - 1,432,237 - 2,653 1,432,457 2,653 886 - 1,222,369 - 3,755 1,223,255 3,755 209,202 -1,102 17.1% -29.3% 220 1,432,237 2,653 1,435,110 886 1,222,369 3,755 1,227,010 208,100 17.0% 2,067,724 1,432,237 15,936 3,515,897 1,887,816 1,230,484 24,891 3,143,191 372,706 11.9% At the end of year, financial assets held for trading had risen to €3.5 billion, with growth of €0.4 billion, mainly a reflection of changes in debt instruments. While in the first half of 2011 disposals or the natural maturity of Italian government securities had prevailed (falling progressively by a total of €0.4 billion by the end of June 2011), the total had already started to increase progressively in the third quarter to reach €1.8 billion at the end of the year. Purchases – encouraged by a significant reduction in prices – were concentrated mainly on the short term part of the yield curve with a preference for BOTs and BTPs with maturities of less than three years. The total also includes over €234.4 million of government securities issued by France and Germany. Equity instruments fell to €7.8 million from €58.8 million twelve months before. The reduction, which occurred in fair value level one (-€38.3 million), was a result of the disposal of an equity portfolio managed under a mandate by UBI Pramerica SGR (European equities classified here amounted to €39 million as at 31st December 2010). The new management strategy employed in the first quarter of 2011 was oriented towards investments in UBI Pramerica mutual funds, classified under the fair value option, initially amounting to €330 million, which were completely disposed of in the following September due to turbulence on financial markets (see the following sub-section in this respect). The decrease that occurred in fair value level three (-€12.7 million) relates to impairment losses on equity investments held for private equity business, amounting to €12.2 million on Medinvest International 3 (€3.3 million held in portfolio at the end of the year) and to €0.5 million on Manisa Srl (€3.5 million at the end of the year). Units in O.I.C.R.s4 (collective investment instruments) – consisting of residual investments in hedge funds purchased before 30th June 2007 and still held – did not change substantially, standing at €1.5 million (€1.6 million in December 2010). 3 See the previous section “The income statement” for further details. 4 The following sub-section, “Financial assets at fair value”, may be consulted for a full picture of investments in hedge funds. 34* Finally, financial assets classified as held for trading included derivative instruments, amounting to €1.4 billion (€1.2 billion the year before) almost entirely of a financial nature and classified within fair value level two, consisting mainly of contracts on interest rates for which the changes must be interpreted in relation to the corresponding item recognised within financial liabilities held for trading. Financial liabilities held for trading Financial liabilities held for trading: composition 31.12.2011 Figures in thousands of euro A. On-balance sheet liabilities Due to banks Due to customers Debt instruments Total (a) B. Derivative instruments Financial derivatives Credit derivatives Total (b) Total (a+b) Level 1 Level 2 335,123 102,778 31.12.2010 Level 3 - Level 1 Total - 335,123 102,778 Level 2 110,657 298,606 Changes Level 3 - - Total amount % 110,657 298,606 224,466 -195,828 202.8% -65.6% - - - - - - - - 437,901 - - 437,901 409,263 - - 409,263 28,638 7.0% 187 1,409,446 - 1,409,633 1,190 1,132,081 - 1,133,271 276,362 24.4% - - - - - - - - 187 1,409,446 - 1,409,633 1,190 1,132,081 - 1,133,271 276,362 24.4% 438,088 1,409,446 - 1,847,534 410,453 1,132,081 - 1,542,534 305,000 19.8% At the end of the year financial liabilities held for trading amounted to €1.8 billion, up by €0.3 billion on the previous year, the result of an increase in fair value level two financial derivatives (+€0.3 billion), due mainly to increased volumes of business. As shown in the table, the item on-balance sheet liabilities was unchanged at €0.4 billion – of which €0.2 billion relating to uncovered short positions on Italian government securities (€0.4 billion at the end of 2010) – but its composition changed, with a fall in amounts due to customers (-€196 million), which was fully offset by an increase in amounts due to banks (+€224 million). 35* Financial assets at fair value The item “financial assets at fair value” includes financial instruments classified as such in application of the fair value option (FVO). They are composed exclusively of units in O.I.C.R.s (collective investment instruments) and include the remaining units in hedge funds subscribed after 1st July 2007. These financial assets are recognised at fair value through profit or loss. Information on the fair value hierarchy (levels one, two and three) is given in Section A.3 of Part A – Accounting Policies in the Notes to the Financial Statements. As at 31st December 2011, financial assets designated at fair value consisting of units in O.I.C.R.s classified within fair value levels one and three amounted to €126.2 million (down by €21.1 million on December 2010). Investments of €104.9 million were recognised within fair value level one relating to three Tages funds (formerly Capitalgest Alternative), which incurred losses of €11.4 million over twelve months, which account for the reduction compared to December 2010. With regard to the management mandate conferred on the Group’s asset management company, units in UBI Pramerica mutual funds were subscribed in March 2011 for a total of €0.3 billion (fair value level one), which were fully disposed of in the third quarter when a stop-loss mechanism 5 was triggered (in compliance with limits set by the financial risk policy). The remaining investments in hedge funds amounting to €21.3 million are classified within fair value level three. If the remaining amount of €1.5 million recognised within financial assets held for trading, (fair value level three OICR units, purchased before 30th June 2007) are also included, then investments in hedge funds held by the Parent as at 31st December 2011 totalled €22.8 million (€32.7 million at the end of 2010). Redemptions of approximately €5 million6 were received during the year, net of redemption fees7. As concerns redemption applications, management accounting figures show that at the end of 2011 seven funds, amounting to €14 million, are expected to pay and/or have declared that they were implementing a deferred redemption plan (known as a "gate") – as allowed for in their respective regulations; another 17 funds have created “side pockets” for an amount of €8.8 million. Financial assets at fair value: composition 31.12.2011 Figures in thousands of euro Debt instruments Equity instruments Level 1 Level 2 31.12.2010 Level 3 Level 1 Total Level 2 Changes Level 3 amount Total % - - - - - - - - - - Financing 104,846 - - 21,328 - 126,174 - 116,208 - - 31,078 - 147,286 - -21,112 - -14.3% - Total 104,846 - 21,328 126,174 116,208 - 31,078 147,286 -21,112 -14.3% Units in O.I.C.R. (c ollec t ive invest ment inst rument s) 5 The losses incurred on the mutual fund portfolio caused UBI Pramerica SGR to firstly change the composition of the mix of products used for the Parent’s investments, with preference given to strictly monetary funds and then, in consideration of the continuing adverse conditions on markets, to sell all units held in funds at the end of September (€329.3 million as at 30th June 2011). 6 A further one million euro has been received since the beginning of 2012. 7 The technical term used to indicate expenses for repayment. 36* Exposure to sovereign debt risk On 28th July 2011, the European Securities and Markets Authority (ESMA) published document No. 2011/266 relating to information on sovereign debt to be disclosed in annual and half year financial reports prepared by listed companies that adopt IFRS. Details of UBI Banca exposures are given below. It should be considered that according to the instructions issued by this European supervisory authority “sovereign debt” is defined as bonds issued by central and local governments and by government entities and also as loans granted to them. 31.12.2011 Country / portfolio of classification 30.6.2011 Nominal amount Carrying amount Fair Value Nominal amount Carrying amount Fair Value figures in thousands of euro 7,380,955 6,815,414 6,815,414 6,902,554 6,981,963 financial assets and liabilities held for trading (net exposure) 1,632,254 1,622,392 1,622,392 3,853 5,241 5,241 available-for-sale financial assets 5,725,005 5,166,877 5,166,877 6,875,005 6,951,141 6,951,141 23,696 26,145 26,145 23,696 25,581 25,581 - - - 2,500 2,540 2,540 financial assets and liabilities held for trading (net exposure) - - - 2,500 2,540 2,540 loans - - - - - - 15,005 9,044 9,044 6 6 6 6 - Italy loans - Spain - Germany 6,981,963 15,005 9,044 9,044 6 6 loans - - - - - - - France -1,999 -2,909 -2,909 -4,999 -5,180 -5,180 -1,999 -2,909 -2,909 -4,999 -5,180 -5,180 - - - - - - loans - - - - - - - Holland 10 10 10 10 10 10 financial assets and liabilities held for trading (net exposure) financial assets and liabilities held for trading (net exposure) - Luxembourg loans - Argentina financial assets and liabilities held for trading (net exposure) - Greece financial assets and liabilities held for trading (net exposure) - Finland financial assets and liabilities held for trading (net exposure) Total on-balance sheet exposures 10 10 10 10 10 10 134 24 24 155 49 49 134 24 24 155 49 49 - - - - - - - - - - - - - - - 5,000 5,132 5,132 - - - 5,000 5,132 5,132 7,394,105 6,821,583 6,821,583 6,905,226 6,984,520 6,984,520 The book value of UBI Banca’s sovereign debt risk exposures as at 31st December 2011 amounted to €6.8 billion, concentrated almost fully in Italy. In addition to a modest credit exposure to Italian public administrations amounting to €26 million, the Parent also held Italian government securities amounting to €6.8 billion, of which almost €5.2 billion classified within available-for-sale assets and €1.6 billion within financial assets held for trading (calculated net of uncovered short positions). Sovereign debt risk exposures to countries other than Italy therefore remain low and regard primarily core countries of the European Union: Germany (€9 million) and France (-€2.9 million). Positions existing as at 30th June 2011, relating to Finland (€5 million) and Spain (€2.5 million), both consisting of securities with ten-year maturities, were disposed of in July. The table below shows the distribution by maturity of Italian government securities held in portfolio. The average maturity of the AFS portfolio is 10.14 years, while the average residual maturity of Italian government securities in the HFT portfolio is 1.13 years. Due to the significant amounts for securities maturing in the third quarter (over €2 billion), a comparison with the comparative figures as at 30th June 2011 shows a reduction in exposure on the shorter term segment of the yield curve (down from 30.3% to 6% at the end of year), with a repositioning at the same time towards maturities from “six months to one year” and from “one year to three years” (which account for a percentage of the total portfolio which rose 37* from 4.8% to 35%), consistent with the policy to purchase securities with maturities of up to three years pursued in the last part of the year. As concerns the longer term segment of the curve – over five years – a slight reduction in the exposure occurred (down from 58.9% in June to 52% at the end of 2011), although no change was made to UBI Banca’s policy to invest in longer term BTPs, over 50% of which are hedged by asset swaps. Maturities of Italian government securities 31.12.2011 Financial assets held for trading Available-for-sale financial assets 30.6.2011 Total % Financial assets held for trading Available-for-sale financial assets Total % figures in thousands of euro Up to 6 months 354,245 50,537 404,782 6.0% -213,549 2,318,683 2,105,134 30.3% Six months to one year 739,559 - 739,559 10.9% 164,537 50,762 215,299 3.1% One year to three years 451,206 1,183,365 1,634,571 24.1% 68,325 49,872 118,197 1.7% Three years to five years 77,171 397,919 475,090 7.0% - 419,095 419,095 6.0% 208 1,590,598 1,590,806 23.4% 9,524 1,818,117 1,827,641 26.3% 3 1,944,458 1,944,461 28.6% -23,596 2,294,612 2,271,016 32.6% 1,622,392 5,166,877 6,789,269 100.0% 5,241 6,951,141 6,956,382 100.0% Five years to ten years Over ten years Total (*) net of the relative uncovered short positions. 38* Equity and capital adequacy As at 31st December 2011, the equity of UBI Banca inclusive of loss for the year, amounted to €7,609.8 million, down compared to €10,328.3 million at the end of 2010. As shown in the statement of changes in equity as at 31st December 2011 and in the statement of comprehensive income contained among the separate financial statements, the decrease of €2,718.5 million that occurred during the year is attributable to: the allocation of 2010 profit of €97.4 million1 to dividends and other uses (including the use of retained earnings of €15.5 thousand when the allocation was decided); the positive impact, totalling €986 million2, attributable primarily to the conclusion of the share capital increase, which led to the issue of 262,580,944 new shares following the exercise of option rights, the sale on the stock exchange and the subsequent exercise of rights not taken up and the final subscription by the underwriting syndicate, was as follows: - +€656.5 million the impact on share capital; +€329.5 million the increase in the share premium reserve, inclusive of the deduction from that item of the expenses incurred for the increase in the share capital net of tax (€16.2 million) and the proceeds from the sales of rights not exercised (€2.1 million). an increase in other reserves of €173 thousand, of which €125 thousand in relation to a revision of remuneration policies for senior management of the Group, whereby part of performance bonuses are paid in UBI Banca shares, with the amount shown in an equity reserve against recognition of the cost for the year through profit or loss3 at the same time. The remaining increase of €48 thousand relates to the deficit arising from the merger of FinanzAttiva Servizi in July; a decrease of €4.4 million attributable to the purchase of treasury shares in July, to be assigned to the Senior Management of the Group in relation to incentive schemes; a total negative change Fair value reserves: composition in the fair value reserve 31.12.2011 31.12.2010 of €889.8 million, Figures in thousands of euro consisting of -€888.9 Available-for-sale financial assets -1,145,740 -256,806 -243 -243 million relating to Foreign currency differences Actuarial gains/losses -1,980 1,177 available-for-sale 29,297 29,297 financial assets and - Special revaluation laws Total -1,118,666 -226,575 €0.9 million relating to actuarial losses on defined benefit plans4; recognition of the loss for the year of €2,713.1 million entirely attributable to impairment losses on subsidiaries and on goodwill. 1 When profit for 2010, was apportioned, €182.2 million was allocated to reserves of profits (€28.4 million to the legal reserve, €153.8 million to the extraordinary reserve, part of which to fully replenish it after drawings made in 2008), and €4.1 million to the unavailable reserve pursuant to Art. 6 of Legislative Decree No. 38/2005, due to the increase in the gains on financial instruments not held for trading, while €20.2 thousand was allocated to retained profit. Further details on the share capital and changes in it are given in the notes to the financial statements (Part B, Section 14 of Liabilities). 2 This amount also includes the residual effect of the conversion of the convertible bond “UBI 2009/2013 convertibile con facoltà di rimborso in azioni” and the exercise of the warrants “Warrant azioni ordinarie UBI Banca 2009/2011”, which led to the issue of a further 19,913 new shares with an increase in the share capital and the share premium reserve amounting to €49,782.5 and €188,063 respectively. 3 The total increase of €125 thousand in other reserves consisted of €10 thousand relating to the Parent, UBI Banca, and the remaining €115 thousand to the relative amounts for the network banks. 4 An amount of €2.2 million relating to the release of sums recognised in prior years due to actuarial recalculations of post retirement benefits, now no longer considered due, was reclassified out of the “value reserve for actuarial gains/losses on defined benefit plans” and into “retained earnings/losses”. 39* Fair value reserves of available-for-sale financial assets: annual changes Debt instruments Figures in thousands of euro 1. Opening balances as at 1st January 2011 4. Closing balances as at 31st December 2011 OICR units (c ollec tive investment instruments) Financing Total -307,558 53,413 -2,661 - -256,806 6,651 333 6,142 6,142 176 5,142 2,344 2,798 5,737 3,661 1,113 1,113 963 - 17,530 6,338 7,255 1,113 6,142 3,937 -886,069 -863,810 -179 -22,080 -12,600 -4,620 -314 -6,914 -752 -7,795 -4,871 -2,213 -275 -436 - -906,464 -873,301 -2,527 -7,368 -23,268 -1,186,976 45,955 -4,719 - -1,145,740 2. Positive changes 2.1 Increases in fair value 2.2 Transfer to income statement of negative reserves - following impairment losses - from disposal 2.3 Other changes 3. Negative changes 3.1 Decrease in fair value 3.2 Impairment losses 3.3 Transfer to the income statement of positive reserves 3.4 Other changes Equity instruments As shown in the table, the decrease of €888.9 million fully recognised in the “fair value reserve for available-for-sale financial assets” almost entirely reflects the significant decreases in fair value that occurred in debt instruments held in portfolio (net of tax). More specifically, the reserve for these assets ended the year with a negative balance that was €879.4 million greater than twelve months before, with decreases in fair value of €863.8 million, relating mainly to government securities (approximately 90%). In fact the reserve for government securities fell from -€275 million at the end of 2010 to -€1,054 million in December 2011. On the other hand, the item “transfer to income statement of negative reserves” relates to a reduction in the reserve recognised through profit or loss, resulting from the disposal of securities, almost entirely government, which generated a loss. With regard to equity instruments, the reductions in fair value consisted of €4.4 million for the interest held in S.A.C.B.O., while the transfer to the income statement of positive reserves of €6.9 million consisted of €5.8 million for the disposal of the interest held in London Stock Exchange (again net of tax) completed in May, while the remaining part related to the disposal of shares in Banca Valsabbina. Over half of the decreases in the fair value of OICR units related to ETF securities previously reported within equity instruments and reclassified more appropriately during the year. Fair value reserves for available-for-sale financial assets: composition 31.12.2011 Figures in thousands of euro 1. Debt instruments 2. Equity instruments 3. Units in O.I.C.R. (collective investment instruments) 4. Financing Total Positive reserve 31.12.2010 Negative reserve Total Positive reserve Negative reserve Total 948 -1,187,924 -1,186,976 2,332 -309,890 -307,558 47,850 -1,895 45,955 55,115 -1,702 53,413 1,133 -5,852 -4,719 3,457 -6,118 -2,661 - - - - - - 49,931 -1,195,671 -1,145,740 60,904 -317,710 -256,806 As reported in Section 2, Part F of the notes to the financial statements, at the end of 2011 the supervisory capital of UBI Banca totalled €12,973 billion, including €8,974 billion of tier one capital. On the other hand the figure for 31st December 2010 was €13,713 million, including €10,258 million of tier one capital. The absorption of capital for credit and counterparty risk, market risk and operational risk (also detailed in part F of the notes to the financial statements) totalled €1,212 million, to give a tier one ratio of 59.23% and a total capital ratio of 85.62%. 40* Relations with companies in the Group Details of relations with companies in the Group are given in part H of the notes to the financial statements as part of the information on related parties, distinguishing between subsidiaries (consolidated line-by-line), companies subject to joint control (proportionately consolidated) and associates (consolidated using the equity method Research & Development Information on research and development is contained in the relative section of the consolidated management report presented in the first part of this publication. Projects were carried forward on a centralised basis by the Group service company, which examines current progress in technology and studies potential applications to support corporate processes and customer relationships. The system of internal control The document “Report on the corporate governance and ownership structure of UBI Banca Scpa” attached to these reports may be consulted for a description of the architecture, rules and organisational units of the system of internal controls. It also gives specific information required under Art. 123 bis of the Consolidated Finance Act (Legislative Decree No. 58/1998) concerning the risk management and internal control systems that govern the financial reporting process. A description of financial risk management objectives and policies is contained in Part E of the notes to the consolidated financial statements, where details are also given on risk exposures required by Art. 2428 paragraph 3, point 6-bis) of the Italian Civil Code. 41* Transactions with related parties With Resolution No. 17221 of 12th March 2010 – amended by the subsequent Resolution No. 17389 of 23rd June 2010 – the Consob (Italian securities market authority) approved a Regulation concerning related-party transactions. The new regulations concern the procedures to be followed for the approval of transactions performed by listed companies and the issuers of shares with a broad shareholder base with parties with a potential conflict of interest, including major or controlling shareholders, members of the management and supervisory bodies and senior managers including their close family members. UBI Banca is subject to the Regulation because it is a company with listed shares. In this respect the Management Board approved a set of regulations concerning related party transactions within the set time limits (November 2010), available on corporate website – in the corporate governance section – and it has defined appropriate internal processes to ensure compliance with the new provisions. In compliance with those regulations, the Supervisory Board subsequently appointed a Related Parties Committee from among its members – composed of the board members: Federico Manzoni, Chairman, Silvia Fidanza and Sergio Orlandi – to which transactions falling within the scope of the regulations must be submitted in advance. The UBI Banca regulations have excluded the following transactions from their scope of application and these are consequently not subject to the disclosure obligations required under the Consob Regulation, but without prejudice to the provisions of Art. 5, paragraph 8, where applicable, of the said Consob Regulation: (a) shareholders’ resolutions concerning the remuneration of the Members of the Supervisory Board passed in accordance with Art. 2364-bis of the Italian Civil Code, including those concerning the determination of a total sum for the remuneration of the Members of the Supervisory Board assigned particular offices, powers and functions; (b) remuneration schemes based on financial instruments approved by shareholders in accordance with Art. 22, letter b) of the Corporate By-Laws and in compliance with Art. 114-bis of the Consolidated Finance Act and the relative operations to implement them; (c) resolutions, other than those referred to under the preceding letter a) of this article, concerning the fees of Members of the Management Board appointed to special positions and other key management personnel and also the resolutions with which the Supervisory Board determines the fees of the Members of the Management Board on condition that: (i) UBI Banca has adopted a remuneration policy; (ii) the Remuneration Committee formed by the Supervisory Board in accordance with Art. 49 of the Corporate By-Laws has been involved in the definition of that remuneration policy; (iii) a report setting out the remuneration policy has been submitted for approval or a consultative vote to a Shareholders' Meeting; (iv) the remuneration awarded is consistent with that policy; (d) “transactions of negligible amount” are those related-party transactions for which the amount is less than €250 thousand. If a related-party transaction is concluded with a member of the key management personnel, a close family member of that person or with companies controlled by or subject to significant influence of those persons, it will be considered a transaction of negligible amount if the amount of the transaction is not greater than €100 thousand; (e) transactions which fall within the ordinary performance of operating activities and the related financial activities concluded under equivalent market or standard conditions; (f) transactions to be performed on the basis of instructions for the purposes of stability issued by the supervisory authority, or on the basis of instructions issued by the Parent of the Group to carry out instructions issued by the supervisory authority in the interests of the stability of the Group; (g) transactions with or between subsidiaries and also venturers in joint ventures, as well as transactions with associates, if no significant interests of other related parties exist in the subsidiaries or associates that are counterparties to the transaction. Also, in compliance with Consob recommendations, transactions with related-parties of UBI Banca performed by subsidiaries are subject to the regulations in question if, under the provisions of the Corporate By-Laws or internal regulations adopted by the Bank, the Supervisory Board, in response to a proposal of the Management Board, or even an officer of the Bank on the basis of powers conferred on that officer, must preliminarily examine or approve a transaction to be performed by subsidiaries. 42* In accordance with Art. 5, paragraph 8 of Consob Resolution No. 17221/2010, already mentioned, the following related-party transactions concluded in 2011, were excluded from the scope of the regulations for related-party transactions with UBI Banca, because they were concluded with subsidiaries: UBI Leasing - in relation to funding requirements, UBI Banca provided short term funding totalling €6,587 million. This funding is subject to specific regulations which govern intragroup transfer pricing; UBI Factor - in relation to funding requirements, UBI Banca provided short term funding totalling €3,012 million. This funding is subject to specific regulations which govern intragroup transfer pricing; UBI Pramerica - in relation to operational requirements to cover foreign currency transactions, credit lines granted for maximum forward currency transactions of €500 million at the beginning of year, were subsequently increased by a further €250 million to bring them up to a total of €750 million; Centrobanca - in relation to operational requirements, at the beginning of 2011 UBI Banca increased the maximum limit for the issue of unsecured bank guarantees for subscribers of bonds amounting to €1.1 billion, to bring it up to a total of €5.5 billion; ‐ in accordance with Decree Law No. 201 of 6th December 2011, the “Save Italy” decree, UBI Banca decided to take advantage of the Italian government guarantee for the issue of debt and liability instruments. The magnitude of the guarantees issued by UBI Banca in favour of Centrobanca totalled €3 billion, corresponding to maturities to be refinanced in relation to bond issues placed on the retail and institutional market in the first quarter of 2012. The terms and conditions of those instruments, issued on 2nd January 2012 and for which a guarantee was requested, are as follows: ‐ first issue - nominal amount: €2,000,000,000; original duration: 36 months; amortisation profile: redeemed in one payment on maturity; interest rate: fixed at 6.5%; ‐ second issue - nominal amount: €1,000,000,000; original duration: 60 months; amortisation profile: redeemed in one payment on maturity; interest rate: fixed at 7.0%. On 14th November 2011, the Supervisory Board of UBI Banca passed a resolution to approve the commencement of a project to merge Banco di San Giorgio into Banca Regionale Europea. *** In compliance with IAS 24, part H of the notes to the financial statements provides information on balance sheet and income state transactions between UBI Banca and its related parties and those items as a percentage of the total for each item in the financial statements. Further information is given in the “Report on corporate governance and the ownership structure of UBI Banca Scpa” attached to these reports. 43* Share performance and shareholder structure Share performance The UBI Banca share is traded on the Mercato Telematico Azionario (electronic stock exchange) of Borsa Italiana in the blue chip segment and forms part of the 40 shares in the FTSE/Mib Index. Performance comparisons for the Unione di Banche Italiane share 30.12.2011 A 30.9.2011 B - official price 3.122 2.813 3.848 6.062 6.591 -52.6% 21.486 -85.5% - reference price 3.166 2.802 3.882 6.030 6.550 -51.7% 21.427 -85.2% - - - 0.0009 0.0032 - - - Convertible bonds 2009/2013 (2) 97.450 98.100 102.360 106.760 104.850 -7.1% - - FTSE Italia All-Share index 15,850 15,570 20,913 22,454 20,936 -24.3% 42,731 -62.9% 9,431 10,356 15,575 18,116 17,190 -45.1% 54,495 -82.7% Amounts in euro 30.6.2011 C 31.3.2011 D 30.12.2010 % change A/E E 2.4.2007 F % change A/F Unione di Banche Italiane shares Warrant 2009/2011 (1) FTSE Italia Banks index Source Datastream (1) (2) traded on the MTA (electronic stock exchange) since 25th June 2009; €0.0293 ); last price quoted: €0.0001 on 24th June 2011. traded on the MTA (electronic stock exchange) since 20th July 2009 (quotation on 20th July 2009: 107.190). Conditions on the international financial scenario were already persistently weak, but in the second half of the year it experienced moments of extreme difficulty. The partial recoveries at the beginning of the year were rapidly wiped out by widespread tensions in the Middle East and North Africa and then later by concerns over the effects of the earthquake in Japan and the uncertain prospects for the US economy. This already particularly fragile context worsened over the summer with the growing sovereign debt difficulties of Greece, Ireland, Portugal, Spain and Italy – underlined by the deterioration of the ratings assigned by the main rating agencies – which actually put a question mark over the future of the single currency itself. Since the end of July the links between the sovereign debt crisis and the banking sector, given the difficulties in restoring healthy fiscal balances and the weak prospects for economic growth, have generated great caution among traders, which translated into a significant fall in stock exchange prices. Despite the announcement of large and significant austerity measures by the government, the perception of an “Italy risk” led the Milan stock market to reach new lows between September and November. On 30th December 2011 the FTSE Italia All-Share index had fallen year-on-year by 24.3% and this was even greater for the FTSE Italy Banks index (-45.1%), the sector hit hardest by the sovereign debt crisis. In this context the UBI Banca share fell by 52.6%. After a start in line with the banking sector benchmark, although it showed no signs of substantial difficulty in terms of holding government securities of countries in difficulty or of unbalanced positions in other sectors and despite the success of the capital increase, UBI Banca saw its share fall in price even below par value for a few days in September. It was not until the end of the year when a modest recovery occurred on the market that the share’s performance began to return into line with that of the sector. The recovery gradually gained strength in the first few weeks of 2012, as confidence in Italy returned following the action taken by the government. The narrowing of the spread signalled 44* improved confidence in Italy and eased tensions on equity and bond markets, with positive impacts on prices. In this context, the banking sector, which was also subject to speculation, still experienced difficulty in achieving a stable recovery. Performance of the UBI Banca share since 1st July 2003(*) and volumes traded Graph No. 1 120,000,000 115,000,000 110,000,000 105,000,000 100,000,000 95,000,000 90,000,000 85,000,000 80,000,000 75,000,000 70,000,000 65,000,000 60,000,000 55,000,000 50,000,000 45,000,000 40,000,000 35,000,000 30,000,000 25,000,000 20,000,000 15,000,000 10,000,000 5,000,000 0 Volumes 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 0 l 2003 o g a 2004 l o g a 2005 l o g a 2006 l o g a 2007 l o g a 2008 l o g a 2009 l o g a 2010 l o g a 2011 l o g (*) reference prices in euro Performance of the FTSE Italia All‐Share index, the FTSE Italia Banks index and the UBI Banca share(*) since 2nd April 2007 110 105 100 95 90 85 80 75 70 65 60 55 50 45 40 35 30 25 20 15 10 Graph No. 2 FTSE Italia All-Share UBI Banca FTSE Italia banks 2007 2008 2009 2010 2011 am g l a s o n d g f m am g l a s o n d g f m am g l a s o n d g f m am g l a s o n d g f m am g l a s o n d g f m (*) reference prices in euro Volumes of trading in UBI Banca shares on the electronic stock exchange in 2011 amounted to 1.8 billion shares (of which over one billion in the middle part of the year) for a total of €7.5 billion. A total of 746 million shares were traded in 2010 for at total amount of €6.1 billion. As a result of the trends just reported, the stock market capitalisation (calculated on the official price) at the end of the year had fallen to €2.8 billion from €4.2 billion twelve months before, although UBI Banca nevertheless improved its market positioning among Italian banking groups (4th place) and it maintained its first place among “popular” banks. At European level, the UBI Group lies among the top forty in the classification drawn up by the Italian Banking Association in its European Banking Report, which considers the countries of the European Monetary Union plus Switzerland. 45* The main information concerning the UBI Banca share is summarised below along with the principal stock market indicators which have been calculated using consolidated figures. The UBI Banca share and the main stock market indicators 2011 Number of outstanding shares at the end of year 2010 901,746,759 639,145,902 Average price of the UBI share (average of the official prices quoted daily b y Borsa Italiana Spa) - in euro 4.554 8.224 Minimum price (recorded during trading) - in euro 2.192 6.275 Maximum price (recorded during trading) - in euro 7.970 10.530 Dividend per share - in euro 0.05 0.15 1.10% 1.82% 45,027,337.95 95,871,925.50 9.91 16.91 Book value calculated by deducting goodw ill attributable to the shareholders of the Parent from consolidated equity - in euro 7.20 10.14 Book value calculated by deducting intangible assets attributable to the shareholders of the Parent from consolidated equity - in euro 6.74 8.67 2,815 4,213 Dividend yield (dividend per share/average price) Total dividends - in euro (*) Book Value (Consolidated equity, excluding profit for the year/numb er of shares) - in euro Stock market capitalisation at the end of the year (official prices) - in millions of euro Price / book value [stock market capitalisation at the end of the year / (consolidated equity attributable to shareholders of the Parent net of profit)] 0.31 0.39 Price/book value calculated by deducting goodw ill attributable to the shareholders of the Parent from consolidated equity 0.43 0.65 Price / book value calculated by deducting intangible assets attributable to the shareholders of the Parent from consolidated equity 0.46 0.76 -2.3633 0.2633 EPS - Earning per share (consolidated profit per share pursuant to IAS 33) - in euro The indicators for 2011 have been calculated using consolidated equity net of the loss for the period to give a more appropriate indication of the capital value of the share and of the price/book value. (*) The total dividend payout for 2010 was calculated on the 639,146,170 shares with dividend entitlement from 1st January 2010 existing at the date of the approval of the proposal to declare a dividend by the Management Board. The total dividend payout for 2011 was calculated on the 900,546,759 shares outstanding net of the repurchased treasury shares. Report on corporate governance and the ownership structure The share capital of UBI Banca as at 31st December 2011 amounted to €2,254,366,897.501 consisting of 901,746,759 ordinary shares with a nominal value of €2.50. All the outstanding shares have normal dividend entitlement from 1st January 2011. The legislation in force relating to ‘popular’ co-operative banks (Art. 30 of the Consolidated Banking Act), which is also cited in article 18 of the Corporate By-Laws, limits the percentage interest of the share capital that may be owned by registered and unregistered shareholders to 0.50% of the share capital. The limit on the size of shareholdings does not apply to collective investment companies, which are subject to the limits laid down in the rules of each of them. Each registered shareholder may cast only one vote, irrespective of the number of shares held. Under Article 120 of the Consolidated Finance Act, persons holding more than 2% of the share capital in a share issuer which has Italy as its member state of origin must notify this to the company and to the Consob (Italian securities market authority). On the basis of information relating to the payment of the dividend and to communications received, at the date of this report the following holdings of greater than 2% existed: - Silchester International Investors LLP, which on 1st November 2011 reported that it held an interest of 5.001% in the share capital of UBI Banca for asset management purposes (4.09% reported previously on 26th July and 2.292% declared in November 2010); - BlackRock Inc., with 2.854% of the share capital held through its own asset management company (reported on 17th June 2010); - Cassa di Risparmio di Cuneo Foundation with 2.230%; - Banca del Monte di Lombardia Foundation with 2.224%; 1 Details of changes in the share capital that occurred in 2011 are given in the section “Significant events that occurred during the year ” in the consolidated management report. 46* Norges Bank (the central bank of Norway), which on 11th November 2011 declared that it held and owned 2.214% of the share capital of UBI Banca (with many changes above and below the 2% threshold declared during the year). The Bank proceeded to inform all those concerned of the prohibition on holding more than 0.50% of the share capital2. - The number of shareholders increased during the year partly as a result of the increase in the share capital. On the basis of the an updating of the shareholders register, registered shareholders numbered 81,891, as at 31st December 2011 (78,340 at the end of 2010)3. If account is also taken of the shareholders who are not listed in the shareholders’ register, then the total of registered and unregistered shareholders numbered over 152 thousand (144 thousand a year before). According to the results of the last survey conducted in February 2012 on the composition of shareholders, institutional investors hold approximately 40% of the share capital. On the basis solely of the portion of the share capital held by institutional investors identified by name (approximately 28% of the share capital), institutional investors are distributed geographically as follows: approximately 30% in the United Kingdom and Ireland, 21% in Italy, 23% in the rest of Continental Europe, 21% in North America and approximately 5% in the rest of the world. The report on corporate governance attached to this publication and also published on the corporate website at www.ubibanca.it, in the corporate governance section, under corporate documents may be consulted for other information pursuant to article 123-bis of Legislative Decree No. 58 of 24th February 1998 (Consolidated Finance Act), which includes compliance with the corporate governance code for listed companies established by Borsa Italiana and public access to the relative information. Treasury shares As at 31st December 2011, UBI Banca held 1,200,000 treasury shares accounting for 0.13% of the share capital. In implementation of a shareholders’ resolution of 30th April 2011, which involved the purchase of treasury shares to be granted to the senior management of the Group as part of the Group incentive schemes, on 12th and 13th July 2011 UBI Banca proceeded to repurchase 1,200,000 treasury shares on the market (corresponding to the maximum number purchasable) at an average price of €3.6419 per share for a total amount of €4.37 million, less than the total maximum amount set in the shareholders’ authorisation (€5.5 million). The purchase transactions were performed on the regulated market in compliance with the limits set in the shareholders’ resolution, by the provisions of the law and EC Directive 2273/2003 and by admissible market practices. Report on the admission of new registered shareholders (pursuant to Art. 2528, paragraph five of the Italian Civil Code) The applications for registration in the shareholders’ register submitted for the approval of the Management Board in 2011 numbered a total of 3,731 (1,206 in 2010), all fully accepted. Admissions of new registered shareholders was decided subject to prior assessment of the applications in compliance with articles six and nine of the Corporate By-Laws. In compliance 2 In accordance with Law No. 10 of 26th February 2011, for all those who as at 31st December 2009 held an investment in the share capital greater than that set in paragraph 2 Art. 30 of the consolidated banking act, if exceeding that limit is the result of concentration transactions between banks or between investors and while it is understood that the investment may not be increased, the time limit for selling the shares which exceed 0.50% of the share capital has been put back until 31st December 2014. 3 At the date of this report the number of registered shareholders had risen to 83,489. 47* with article 8, paragraph 2 of those Corporate By-Laws, it was also verified that all applicants could demonstrate that they possessed at least 250 shares of UBI Banca. In detail, 3,688 applications were received by banks in the Group and the remaining 43 were received through other intermediaries. Report on mutual objectives (in accordance with Art. 2545 of the Italian Civil Code) UBI Banca pursues the mutual objectives inherent in its institutional model of organisation in a manner consistent with its strategic objectives and with the values and principles of its Code of Ethics (see also the Social Report), through initiatives to provide concessions to its registered shareholders and also through active participation in the economic and social development of the local communities in which it operates. The UBI Club is important with respect to the former. It was commenced in and replaces and adds to the previous scheme (Value Project). It consists of a set of banking concessions in addition to the previously existing insurance cover. The banking concessions (a current account at particularly attractive conditions and discounts on other products and services such as custody accounts, Qui UBI internet banking, safe deposit boxes and payment systems) are reserved to registered shareholders who hold a current account. The insurance cover is free of charge for registered shareholders and their families (a family civil liability policy with a maximum liability limit of €100 thousand, an accident life or permanent invalidity policy for invalidity equal to or greater than 66%, a policy that pays a daily indemnity in case of hospitalisation caused by an accident, a safe withdrawal policy and a sentinel service4) and it is provided to all registered shareholders. As concerns the social and economic development of local communities on which the bank operates, operational decisions that are taken reflect the Bank’s “historical” mission as a ‘Popular Bank’ strongly rooted in the social and economic life of the community, committed to the promotion of harmonious and lasting development, by interpreting and implementing the original co-operative objects of ‘popular’ banks in a new and broader manner. This is reflected above all in the organisational model adopted that integrates different corporate histories and cultures which each have a common vocation: strongly rooted in local areas, attention to the needs of local economic and social communities and a strong orientation to serve families and small to medium size enterprises. By bringing banks which remain operationally and legally autonomous together in a federated organisational model, the Group has expanded to cover almost all Italian regions with banks which originated in them and which have grown to achieve a particularly large share of branches in their provinces of origin. The role of the branch networks is emphasised in the Group’s banks: their primary objective is to focus on longstanding links with local economies and communities, to conserve traditional relationships between bank and customer and to create value in society. Branches are distributed throughout the country in over 1,200 municipalities and 83 provinces, with a strong market presence in small towns with strong local economies. A large programme to streamline and optimise the geographical distribution of branches was commenced in 2010, designed to consolidate the presence of individual banks with a view to achieving both savings on costs and higher standards and efficiency in customer service. In the commercial sphere, the pursuit of our mission to serve families and small-to-medium sized enterprises included a series of initiatives designed to contribute to sustainable development through co-operation with business and social protagonists in local communities (described in detail in the Social Report which may be consulted). These included the following: 4 An insurance package to protect keys, record expiry dates, documents and important assets and to handle formalities for the loss or theft of payment cards. 48* co-operation with trade associations and guarantee bodies present in local communities, in order to better direct the Bank’s operations to assist local business communities by means of convention agreements for the grant of ordinary loans and also specific loans to develop the competitiveness of small to medium sized enterprises. The product companies play a key role here by providing excellent services in fields that include business advisory services, innovative finance, easy-term credit, leasing and electronic commerce (see the section “Commercial activity” in the consolidated management report); involvement in national and local initiatives to support families and businesses in difficulty hit by the economic crisis and a commitment to microcredit, currently subject to new study following the conclusion of the partnership with PerMicro towards the end of the year; the launch of UBI Community, a dedicated service model for the third sector, designed to support the growth and the development of nonprofit organisations using a subsidiarity approach, thereby preserving and further developing the Group’s consolidated ability to operate in this sector, as demonstrated by its historical and constant higher than national average funding from and lending to it; initiatives to assist persons who experience difficulty in gaining access to banking services because of disabilities (e.g. in co-operation with ASPHI Onlus for the partially sighted) or language problems (e.g. multi-lingual services on the commercial website and multilingual support on a dedicate toll free number); a commitment to develop alternative energy sources to improve the quality of the environment in the communities in which the Group operates through a range of “green” financial products supplied by the network banks (“Sun Strength” to finance domestic photovoltaic systems and “New Energy” to support corporate programmes for energy conversion projects) and through financial services provided by UBI Leasing and project finance services provided by Centrobanca (a “Green Project” to support the diffusion of medium and small sized projects locally); initiatives to educate customers on environmental issues which include a series of advertising campaigns, accompanied by competitions, to encourage customers to sign up to the electronic accounting services linked to the Qui UBI home banking service which replaces hardcopy documents for current accounts and custody accounts. The last campaign entitled “Activate my accounts and win!” was launched in November 2011. Attention to local needs also involves support for social, cultural, scientific, welfare and environmental initiatives: the action performed directly by the Group’s network banks is flanked by initiatives by the UBI Banca and by the Foundations created by the Group, the Fondazione Banca Popolare di Bergamo Onlus, Fondazione Unione di Banche Italiane per Varese Onlus, Fondazione CAB and Fondazione Banca San Paolo di Brescia (see also the special section in the consolidated management report on social and environmental responsibility). In accordance with their Corporate By-Laws, the principal Banks in the Group grant a part of their profits to these activities, which are allocated to a special fund administered by their respective management bodies. Similarly, the Bank gives priority, where possible, in its sponsorship activities to promote the Bank’s image, to initiatives which link its brand name with associations and personalities in the world of voluntary work, culture and sport that provide positive examples to the community. Action was taken in the social sphere in 2011 involving funds totalling €14.8 million, a third of which as part of long-term partnerships, with which the Group contributed to the life of hundreds of organisations and associations, both church associated and others, spread throughout the community to fuel intense activity that is important to individual local areas. This is in addition to €7.15 million of donations made by various network banks to local authorities in the context of treasury and collection services, destined to their welfare programmes. Obsolete IT equipment that is still functioning well is also given to authorities and associations that request it (more than 200 Personal computers in 2011 to 33 organisations). 49* De jure and delegated powers of the corporate bodies (Consob Recommendation No. 97001574 of 20th February 1997) Information concerning the powers of the governing bodies of Unione di Banche Italiane Scpa, as required under Consob (Italian securities market authority) Recommendation No. 97001574 of 20th February 1997 is contained in the “Report on corporate governance and the ownership structure of UBI Banca” attached to this publication. 50* Other information Litigation Information on corporate litigation currently pending concerning UBI Banca is given in the consolidated management report, which may be consulted. Legislation on the protection of personal data With a view to simplifying personal data requirements (Art. 45), Decree Law No. 5 of 9th February 2012 “urgent measures on simplification and development (published in the Official Journal No. 33 on 9th February 2012), abolished the obligation to prepare an annual update of the “Security Programme Document” pursuant to Legislative Decree No. 196 of 30th June 2003 (“Privacy Code”). Since the change introduced had no effect on the general security obligations under Art. 31 and following of that code, UBI Banca went ahead with all the updates required with regard to the treatment of data, risk analysis and security measures. 51* Principal risks and uncertainties to which UBI Banca is exposed UBI Banca, as the Parent Bank, is responsible for the process of assessing capital adequacy at consolidated level (ICAAP – Internal Capital Adequacy Assessment Process). The Parent is also responsible for the performance of centralised risk measurement, monitoring and management functions detailed in the consolidated report on operations, which may be consulted for a precise description and for details of the principal uncertainties. Subsequent events and the business outlook The main significant events occurring after the end of the year are reported in the notes to the financial statements (Part A – Accounting Policies), in compliance with Bank of Italy Circular No. 262 of December 2005 and subsequent amendments. The corresponding section of the consolidated management report may be consulted for information on the business outlook. 52* Proposal to replenish the loss for the year and the declaration of a dividend Dear Registered Shareholders, Consideration has been given to equity reserves for the purposes of replenishing the loss for the year of €2,713,053,965.45, as reported in the notes to the financial statements (Part B, Section 14.4 of Liabilities1), and in particular to the criteria for the use of them. These reserves amount to a total of €9,211,472,874.47 and include a share premium reserve of €7,429,912,823.95. The latter amount includes €5,790,132,233.70 resulting from the increase in the share capital at the service of the merger of Banca Lombarda e Piemontese, which was recognised in compliance with IFRS 3. The proportion of that increase which was attributable to the write-up of the carrying amount of the merged bank and to the recognition of goodwill following the allocation of the purchase price amounted to €4,096,625,123. Since the loss for the year arose from the recognition through profit and loss of impairment losses on equity investments, goodwill and intangible assets attributable to that merger, in compliance with Art. 2364 bis of the Italian Civil Code and Art. 52 of the Corporate By-Laws, the Management Board proposes replenishing the loss for the year by charging it in the amount of €2,713,053,965.45, to the share premium reserve (and more specifically to the portion amounting to €4,096,625,123 described above). As a sign of appreciation for the support that our shareholders continue to show the Group, the Management Board has also resolved to submit a proposal to the Shareholders’ Meeting to declare a dividend of €0.05 on each of the 900,546,759 ordinary shares outstanding, net of treasury shares repurchased. The total dividend amounting to a maximum payout of €45,027,337.95, shall be drawn from the extraordinary reserve. If approved by the shareholders in the amount proposed, the payment of the dividend will commence on 21st May 2012 with value date 24th May 2012, against coupon No. 13. As a result of the tax reform which came into force on 1st January 2004, there is no tax credit on the dividend and, depending on who receives it, it is either subject to a withholding tax or part of it constitutes taxable income2. In accordance with article 10 of the regulations for the convertible bond “UBI 2009/2013 convertibile con facoltà di rimborso in azioni” the distribution of the dividend will involve a change in the conversion ratio to 1.01497 UBI Banca shares for each convertible bond with a nominal value of €12.75 presented for conversion3, rounded down to 1.01 UBI Banca shares for each convertible bond in accordance with article 9 of the said regulations. Bergamo, 27th March 2012 The Management Board 1 A summary table giving the origin, availability for use and distribution of equity items in compliance with Art. 2427, paragraph 1, No. 7 bis of the Italian Civil Code. 2 From a tax viewpoint: - pursuant to Ministerial Decree of DM 2/4/2008, the entire amount of the dividend per share is considered as drawn from profits earned up until the financial year in progress as at 31st December 2007 and therefore forms part of taxable income (IRPEF) on income tax for resident private individuals, who are holders of qualifying investments, for resident sole proprietors and partnerships for 40% of the amount; - in the case of recipients not resident for tax purposes in Italy, for the purposes of the application of the withholding tax at source of 1.375% for non resident companies and entities indicated in Art. 27, paragraph 3-ter of Presidential Decree No. 600/73, it is considered that the entire amount of the dividend per share is drawn from profits earned during the financial year following that in progress as at 31st December 2007. 3 Calculated on the basis of the arithmetic average of the official prices of the shares of UBI Banca in the three stock market trading days prior to 27th March 2012, the date of the approval by the Management Board of the proposal to distribute a dividend. 53* 54* STATEMENT OF THE CHIEF EXECUTIVE OFFICER AND OF THE SENIOR OFFICER RESPONSIBLE FOR PREPARING THE COMPANY ACCOUNTING DOCUMENTS 55* Certification of the separate financial statements pursuant to Art. 81-ter of the Consob Regulation 14th May 1999, No.11971 and subsequent modifications and integrations 1. The undersigned Victor Massiah, Chief Executive Officer, and Elisabetta Stegher, Senior Officer Responsible for preparing the company accounting documents of UBI Banca Scpa, having taken account of the provisions of paragraphs 3 and 4 of article 154 bis of Legislative Decree No. 58 of 24th February 1998, hereby certify: the adequacy in relation to the characteristics of the company and the effective application of the administrative and accounting procedures for the preparation of the separate financial statements during the course of 2011. 2. The model employed The assessment of the adequacy of the administrative and accounting procedures for the preparation of the separate financial statements as at and for the year ended 31st December 2011 was based on an internal model defined by UBI Banca Scpa and developed in accordance with the framework drawn up by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) and with the framework Control Objectives for IT and related technology (COBIT) which represent the generally accepted international standards for internal control systems. 3.Furthermore, it is certified that: 3.1 the separate financial statements: a) were prepared in compliance with the applicable international financial reporting standards recognised by the European Community in accordance with the Regulation No. 1606/2002 (EC) issued by the European Parliament on 19th July 2002; b) correspond to the records contained in the accounting books; c) give a true and fair view of the capital, operating and financial position of the issuer. 3.2 the management report comprises a reliable analysis of the performance, operating results and position of the issuer, together with a description, insofar as they are known, of the main risks and uncertainties to which they are exposed. Bergamo, 27th March 2012 Victor Massiah Elisabetta Stegher Chief Executive Officer Senior Officer Responsible for preparing the company accounting (signed on the original) (signed on the original) 56* 57* Independent auditors’ report 58* 59* 60* 61* Separate Financial Statements Balance Sheet (Amounts in euro) ASSETS 31.12.2011 10. Cash and cash equivalents 20. Financial assets held for trading 30. Financial assets at fair value 40. Available-fo r-sale financial assets 60. Loans to banks 70. Loans to customers 80. Hedging derivatives 100. Equity investments 110. Property, equipment and investment property 120. Intangible assets of which: goodwill 130. Tax assets: a) current b) deferred 140. Non-current assets and disposal groups held for sale 150. Other assets Total assets LIABILITIES AND EQUITY 31.12.2010 184,014,418 3,515,897,383 126,173,961 6,705,814,209 30,224,289,943 15,692,663,417 616,454,152 10,889,970,627 195,060,106 3,143,191,440 147,285,903 8,698,209,093 28,424,383,576 14,536,120,881 164,595,239 13,336,899,439 606,655,753 448,207 624,906,782 542,792,402 1,776,186,585 268,689,352 1,507,497,233 115,301,571 441,382,856 70,895,253,082 521,244,521 725,032,355 380,220,092 344,812,263 6,022,891 353,101,328 70,897,601,435 31.12.2011 31.12.2010 10. Due to banks 20. Due to customers 30. Securities issued 40. Financial liabilities held for trading 24,228,129,978 8,022,863,658 27,200,141,347 1,847,533,863 22,589,437,090 11,422,728,258 23,367,787,687 1,542,533,534 60. Hedging derivatives 80. Tax liabilities: a) current b) deferred 100. Other liabilities 110. Post employment benefits 120. Provisions for risks and charges: a) pension and similar obligations b) other provisions 130. Fair value reserves 160. Reserves 170. Share premiums 898,023,640 284,940,430 211,622,090 73,318,340 744,612,245 38,826,670 20,352,491 20,352,491 (1,118,666,087) 1,761,644,380 7,429,912,824 599,874,209 381,641,985 277,626,159 104,015,826 613,923,930 38,129,542 13,278,734 13,278,734 (226,574,548) 1,572,877,892 7,100,378,060 2,254,366,898 (4,375,290) (2,713,053,965) 70,895,253,082 1,597,864,755 283,720,307 70,897,601,435 180. Share capital 190. Treasury shares 200. Profit for the year Total liabilities and equity 63* Notes to the Separate Financial Statements Income Statement (Amounts in euro) 2011 10. Interest and similar income 2010 1,135,911,071 805,570,868 20. Interest expense and similar (1,331,131,806) (893,005,683) 30. Net interest expense (195,220,735) (87,434,815) 40. Commission income 27,929,367 30,055,158 50. Commission expense (14,845,971) (16,130,071) 60. Net commission income 13,083,396 13,925,087 70. Dividends and similar income 354,419,622 300,579,803 80. Net trading income (loss) (8,060,690) 87,267,863 90. Net hedging income 18,823,139 17,665,773 100. Income from disposal or repurchase of: 22,650,082 17,730,226 a) loans b) available-for-sale financial assets c) held-to-maturity investments d) other financial transactions 110. Net income (loss) on financial assets and liabilities at fair value (38) (6,350) 8,562,778 17,962,917 - - 14,087,342 (226,341) (38,848,617) 6,669,410 120. Gross income 166,846,197 356,403,347 130. Net impairment losses on: (127,952,865) (49,364,706) a) loans b) available-for-sale financial assets c) held-to-maturity investments d) other financial transactions 140. Net financial income (1,056,945) (50,631) (120,059,444) (39,971,013) - - (6,836,476) (9,343,062) 38,893,332 307,038,641 (227,510,242) (247,254,078) a) personnel expense (114,549,273) (130,591,255) b) other administrative expenses (112,960,969) (116,662,823) 150. Administrative expenses 160. Net provisions for risks and charges (594,979) (2,046,037) 170. Net impairment losses on property, equipment and investment property (24,874,928) (26,352,055) 180. Net impairment losses on intangible assets (21,099,674) (3,100,434) 95,275,930 108,722,960 200. Operating expenses (178,803,893) (170,029,644) 210. Profits (losses) of equity investments (2,507,432,209) 62,127,392 190. Other operating income 230. Net impairment losses on goodwill (521,244,521) - 240. Profits on disposal of investments 60,367 5,533,138 (3,168,526,924) 204,669,527 250. Pre tax profit (loss) from continuing operations 260. Taxes on profit for the year from continuing operations 270. Post tax profit (loss) from continuing operations 280. Post-tax profit from discontinued operations 290. Profit (loss) for the year 64* 455,451,177 (4,316,911) (2,713,075,747) 200,352,616 21,782 83,367,691 (2,713,053,965) 283,720,307 Notes to the Separate Financial Statements Statement of comprehensive income (Amounts in euro) 2011 10. Profit (loss) for the year 2010 -2,713,053,965 283,720,307 Other comprehensive income net of taxes 20. Available-for-sale financial assets -888,934,413 -424,201,369 30. Property, equipment and investment property 40. Intangible assets 50. Hedging foreign investments 60. Cash flow hedges 70. Foreign currency differences 80. Non current assets held for sale. 90. Actuarial gains (losses) on defined benefit plans -890,260 -384,535 100. Share of fair value reserves valued at equity 110. Total other comprehensive loss net of taxes 120. Comprehensive loss (item 10 + 110) -889,824,673 -424,585,904 -3,602,878,638 -140,865,597 The loss incurred for comprehensive income is largely attributable to the negative fair value reserves for Italian government securities, classified within item 40 – available-for-sale financial assets. Details of the various items are given in the notes to the detailed statement of comprehensive income in Part D – Breakdown of comprehensive income. 65* Notes to the Separate Financial Statements Statement of changes in equity Changes to 31st December 2011 Changes during the year Allocation of prior year profit Balances as at 31.12.2010 Restatement of opening balances Equity transactions Balances as at 01.01.2011 Amounts in euro Share capital: 1,597,864,755 a) ordinary shares 1,597,864,755 Changes in reserves Dividends and other uses Reserves 1,597,864,755 - 1,597,864,755 Equity as at 31.12.2011 Extraordinary distribution of dividends Repurchase of treasury shares New share issues Change in equity instruments Comprehensive income Derivatives on treasury shares Stock options 656,502,142 - - - 656,502,142 2,254,366,897 - - - - - - 2,254,366,897 b) other shares - - - - - - - - - - - - - - Share premiums 7,100,378,060 - 7,100,378,060 - - - 329,534,764 - - - - - - 7,429,912,824 Reserves: 1,572,877,892 1,572,877,892 186,325,907 - 2,430,152 1,340,246,318 186,325,907 - 2,266,865 - - - - - - 232,631,574 - - 163,287 - - - - - 10,429 a) profit-related b) other Fair value reserves: 1,340,246,318 - 232,631,574 - -226,574,549 -226,574,549 10,429 -2,266,865 1,761,644,380 - 1,528,839,090 - 232,805,290 -889,824,673 -1,118,666,087 -1,145,740,285 -256,805,872 - -256,805,872 - - - - - - - - - -888,934,413 - - - - - - - - - - - - - - -242,544 - -242,544 - - - - - - - - - - -242,544 29,297,305 - 29,297,305 - - - - - - - - - - 29,297,305 1,176,562 - 1,176,562 - - -2,266,865 - - - - - - -890,260 -1,980,563 Equity instruments - - - - - - - - - - - - - - Treasury shares - - - - - - - -4,375,290 - - - - - -4,375,290 283,720,307 - 283,720,307 -186,325,907 -97,394,400 - - - - - - - -2,713,053,965 -2,713,053,965 10,328,266,465 - 10,328,266,465 - -97,394,400 163,287 986,036,906 -4,375,290 - - - 10,429 -3,602,878,638 7,609,828,759 a) available for sale b) cash flow hedge c) foreign currency differences d) special revaluation laws e) other Profit (loss) for the year Equity The statement of changes in equity used for the preparation of these financial statements incorporates the changes resulting from the introduction of the EU Regulation No. 1274/2008, with the insertion of the column “comprehensive income”. Greater details on the item “Fair value reserves point a) available for sale” are given in “Part D - Breakdown of comprehensive income”. 66* Notes to the Separate Financial Statements Statement of changes in equity Changes to 31st December 2010 Changes during the year Allocation of prior year profit Balances as at 31.12.2009 Restatement of opening balances Equity transactions Balances as at 01.01.2010 Dividends and other uses Reserves Amounts in euro Share capital: a) ordinary shares 1,597,864,755 1,597,864,755 Changes in reserves Extraordinary distribution of dividends Repurchase of treasury shares New share issues Change in equity instruments Derivatives on treasury shares Equity as at 31.12.2010 Comprehensive income Stock options 1,597,864,755 - 1,597,864,755 1,597,864,755 - - - - - - - - - - 1,597,864,755 b) other shares - - - - - - - - - - - - - - Share premiums 7,100,378,060 - 7,100,378,060 - - - - - - - - - - 7,100,378,060 Reserves: 1,359,658,807 1,359,658,807 213,219,085 - - a) profit-related b) other Fair value reserves: 1,572,877,892 1,127,027,233 - 1,127,027,233 213,219,085 - - - - - - - - - 232,631,574 - 232,631,574 - - - - - - - - - - 232,631,574 -424,585,904 -226,574,549 198,011,355 198,011,355 1,340,246,318 a) available for sale 167,395,497 - 167,395,497 - - - - - - - - - -424,201,369 -256,805,872 b) cash flow hedge - - - - - - - - - - - - - - c) foreign currency differences d) special revaluation laws e) other Equity instruments Treasury shares Profit for the year Equity -242,544 - -242,544 - - - - - - - - - - -242,544 29,297,305 - 29,297,305 - - - - - - - - - - 29,297,305 1,561,097 - 1,561,097 - - - - - - - - - -384,535 1,176,562 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 406,317,137 - 406,317,137 -213,219,085 -193,098,052 - - - - - - - 283,720,307 283,720,307 10,662,230,114 - 10,662,230,114 - -193,098,052 - - - - - - - -140,865,597 10,328,266,465 The statement of changes in equity used for the preparation of these financial statements incorporates the changes resulting from the introduction of the EU Regulation No. 1274/2008. More specifically, the column “comprehensive income” has been inserted in place of the result for the period. 67* Notes to the Separate Financial Statements Statement of cash flows (indirect method) 2011 2010 amounts in euro A. OPERATING ACTIVITIES 1. Ordinary activities - profit (loss) for the year (+/-) - gains/losses on financial assets held for trading and financial assets/liabilities designated at fair value (-/+) 272,608,440 -644,614,206 -2,713,053,965 283,720,307 89,092,912 -50,863,898 - gains/losses on hedging activities (-/+) -18,823,139 -17,665,773 - net impairment losses on loans (+/-) 127,952,865 49,364,706 45,974,602 29,452,489 - net impairment losses on property, equipment and investment property and intangible assets (+/-) - net provisions for risks and charges and other expense/income (+/-) - outstanding taxes and duties (+) - net impairment losses on groups of assets held for disposal net of tax (+/-) 594,979 2,046,037 -455,442,915 10,020,664 - - other adjustments (+/-) 2. Cash flows generated/absorbed by financial assets - financial assets held for trading - financial assets at fair value - available-for-sale financial assets - loans to banks: repayable on demand - 3,196,313,101 -950,688,738 -3,635,415,268 -6,224,932,620 -392,958,704 -830,359,430 -19,681,836 36,073,339 -168,595,372 -4,308,228,465 - - - loans to banks: other loans -1,726,103,186 412,203,751 - loans to customers -1,182,404,635 -1,896,252,455 - other assets 3. Cash flows generated/absorbed by financial liabilities - amounts due to banks repayable on demand -145,671,535 361,630,640 2,235,878,066 7,825,309,205 - - amounts due to banks: other payables - 1,635,610,008 -5,117,450,664 - due to customers -3,380,337,590 6,258,813,182 - securities issued 3,260,197,698 6,556,946,636 301,965,563 156,024,608 - financial liabilities held for trading - financial liabilities designated at fair value - - other liabilities Cash flows generated/absorbed by operating activities - 418,442,387 -29,024,557 -1,126,928,762 955,762,379 342,748,697 411,977,702 B. INVESTING ACTIVITIES 1. Cash flows generated by - disposals of equity investments - dividends received on equity investments - purchases of held-to-maturity investments 5,038,230 118,388,053 336,774,930 278,055,389 - - disposals of plant, equipment and investment property 935,537 15,534,260 - disposals of intangible assets - - - disposals of lines of businesses - - 2. Cash flows absorbed by -111,132,840 -1,195,416,732 - purchases of equity investments -108,504,547 -1,192,833,759 - purchases of held-to-maturity investments - - purchases of plant, equipment and investment property -2,628,293 -2,582,973 - purchases of intangible assets - - - purchases of lines of business - - Cash flows generated/absorbed by investing activities 231,615,857 -783,439,030 C. FUNDING ACTIVITIES - issues/purchases of treasury shares 981,661,617.00 - issues/purchases of equity instruments - - - distribution of dividends and other uses -97,394,400 -193,098,052 Cash flows generated/absorbed by funding activities 884,267,217 -193,098,052 CASH FLOWS GENERATED/ABSORBED DURING THE YEAR -11,045,688 -20,774,703 Key: (+) generated (-) absorbed The item “other adjustments” under operating activities for 2011 contains, amongst other things, impairment losses before tax on equity investments amounting to €2,510 million and on goodwill amounting to €521 million. Also that same item includes the following: movements against dividends on equity investments of -€336.8 million (because reported in a separate item as part of the cash flow generated by investing activities); the balancing entry for the reduction in fair value reserves of €1,214.2 million and the net balancing entry for movements in tax assets and liabilities amounting to -€686.2 million. 68* Notes to the Separate Financial Statements Reconciliation of the statement of cash flows Balance sheet items 2011 2010 Cash and cash equivalents at the beginning of the year 195,060,106 215,834,809 Total net cash flows generated/absorbed during the year -11,045,688 -20,774,703 Cash and cash equivalents: effect of changes in exchange rates - Cash and cash equivalents at end of year 184,014,418 69* 195,060,106 Notes to the Separate Financial Statements Part A – Accounting policies A.1 – General part A.2 – Main balance sheet items A.3 – Information on fair value Part B – Notes to the balance sheet Assets Liabilities Other information Part C – Notes to the income statement Part D – Breakdown of comprehensive income Notes to the Part E – Information on risks and the relative hedging policies Separate Part F – Information on equity Financial Statements Part G – Business combination transactions concerning companies or lines of business Part H – Transactions with related parties Part I – Share based payments Part L - Segment Reporting The figures contained in the tables in the Notes to the Separate Financial Statements are stated in thousands of euro, unless specified otherwise. 70* Notes to the Separate Financial Statements Part A - Accounting policies A.1 – GENERAL PART Section 1 Statement of compliance with IFRS This annual report of the UBI Banca Group has been prepared in compliance with the international financial reporting standards issued by the International Accounting Standards Board (IASB) and endorsed at the date of publication and also in compliance with the related interpretations of the International Financial Reporting Interpretation Committee (IFRIC)1. The separate financial statements, consisting of the balance sheet, income statement, statement of comprehensive income, statement of cash flows, statement of changes in equity, the notes to the financial statements, accompanied by the management report, subjected to audit by the independent auditors, constitute the separate company report of UBI Banca Scpa, the Parent of the Unione di Banche Italiane Banking Group. The separate financial statements as at and for the year ended 31st December 2011 have been clearly stated and give a true and fair view of the equity and financial position, the result for the period, the changes in equity and the cash flows. Section 2 Basis of preparation These separate financial statements have been prepared according to the general accounting principles contained in IAS 1 “Presentation of financial statements” and they therefore report information on a going concern basis, recognising income and expenses on an accruals basis, without offsetting assets against liabilities and income against expenses. The balance sheet lists assets and liabilities in order of decreasing liquidity and the income statement recognises expenses according to their nature. Unless otherwise indicated, the information reported is expressed in euro as the accounting currency and the financial information, the balance sheet, the income statement and the explanatory tables are presented in thousands of euro. The relative rounding of the figures has been performed on the basis of Bank of Italy instructions. Items for which there are no values for the current and the previous period have been omitted. The mandatory financial statements used in this annual report comply with those defined in Bank of Italy Circular No. 262/2005, as amended by the first update of 18th November 20092, and in addition to the accounts as at 31st December 2011, they also provide the same comparative information as at 31st December 2010. On 10th February 2012, the Bank of Italy issued “addendum” letter No. 0125853/12 (complied with for the preparation of these financial statements) concerning “financial statements and supervisory reporting” with which it provided banks and financial intermediaries with replies to requests for clarification that it had received concerning the correct treatment for the recognition of certain transactions. The recommendations contained in it were found to be in line with the practices of the Bank. 1 See the “List of IAS/IFRS standards endorsed by the European Commission”. The standards listed there and the relative interpretations are applied on the basis of events occurring that are disciplined by them in the year from which application becomes compulsory, unless indicated otherwise. 2 And also subsequent communications from the supervisory authority. 71* Notes to the Separate Financial Statements Accounting policies The accounting policies contained in Part A.2 concerning the classification, measurement and derecognition phases are essentially the same as those adopted for the preparation of the 2010 annual financial statements. The accounting policies employed tend to apply the cost criterion with the exception of the following financial assets and liabilities, which are measured using the fair value criterion: financial instruments held for trading (including derivative products), financial instruments designated at fair value (in application of the fair value option) and available-for-sale financial instruments. To complete the information, non-current assets available for sale (and the liabilities associated with them) have been recognised at the lower of the carrying amount and the fair value (net of sales costs). With regard to changes in IFRS, during the reporting year the European Commission published EC Regulation 149/2011, which makes various slight changes to financial reporting accounting standards as part of the annual improvement process designed to simplify and clarify them. These amendments, which became compulsory for the financial year 2011, concern standards as can be seen from the “List of IAS/IFRS standards endorsed by the European Commission” found in this report in Part A.1 of the consolidated financial statements. Application of the following EU regulations, published by the European Commission in 2010, became compulsory in 2011: Regulation No. 574/2010 – “Amendments to IFRS 1 and IFRS 7”; Regulation No. 632/2010 – IAS 24 “Related-party transactions”; Regulation No. 633/2010 – IFRIC 14 “The limit on a defined benefit asset”; Regulation No. 662/2010 – IFRIC 19 “Extinguishing financial liabilities with equity instruments”. The effect of these new standards is of a purely informative nature in this annual report. Section 3 Subsequent events With regard to the provisions of IAS 10, subsequent to 31st December 2011, the reporting date, and until 27th March 2012, the date on which the Annual Report was approved by the Management Board for submission to the Supervisory Board, no events occurred to make adjustments to the figures presented in the report necessary. For information purposes, the following events are mentioned: ▪ 20th January 2012: in compliance with requests made by the European Banking Authority (EBA), UBI Banca presented a programme for achieving a core tier one ratio of 9% by 30th June 2012. In consideration of the temporary nature of the requested increase, the plan does not include any possibility of new resort to the market. It relies substantially on the adoption, by the end of the first half of 2012, of advanced internal models for the calculation of capital requirements on corporate credit risk, on further action to optimise risk weighted assets and on self funding. Any requirement remaining as at 30th June 2012, will be met, if substantial, by the partial conversion of outstanding convertible debt instruments; ▪ in January and February 2012, as part of action taken to strengthen the liquidity reserve consisting of assets eligible for refinancing, UBI Banca took advantage of the opportunity to issue government backed bonds: on 2nd January it made two issuances for a total €3 72* Notes to the Separate Financial Statements billion nominal (€2 billion with a three year maturity and €1 billion with a five year maturity), followed on 27th February by two additional issuances of €3 billion nominal (€2 billion with a three year maturity and €1 billion with a five year maturity); ▪ 14th March 2012: the UBI Banca Group disclosed that it had informed Arca SGR of its desire to withdraw from the share capital of that company, with respect to all the shares held. The right of withdrawal arose, in accordance with Art 2347 of the Italian Civil Code, because the Group did not vote in favour of the resolution passed by an Extraordinary Shareholders’ Meeting which, on 20th February 2012 (filed with the Company Registrar of Milan on 5th March 2012), had made amendments to the Corporate By-Laws of Arca SGR. The withdrawal involves 13.354.000 shares held by the UBI Banca Group (11.562.000 by UBI Banca and 1.792.000 by Banca Popolare di Ancona), accounting for 26.708% of the share capital of Arca SGR, valued at consolidated level at an average of €2.09 per share. Following the exercise of that right to withdrawal, the UBI Banca Group will have the right to cash payment for the shares held, in the amount of €2.70 per share, as determined according to the law by the Board of Directors of Arca SGR. The payment will take place within the time limits set by the Italian Civil Code; ▪ 27th March 2012: with regard to the plan to merge Banco di San Giorgio into Banca Regionale Europea - approved by the boards of directors of the two banks on 21st December 2011 – the Management Board of UBI Banca approved modifications to the parameters for the merger to take account of the results of impairment tests conducted at the end of the year. The new share price for the purchase by BRE of the ordinary shares held by the Parent was €4.344. Shareholders of Banco di San Giorgio other than BRE have the right to sell their shares at a price that will be set by the Board of Directors of BRE, having received the opinion of the Board of Statutory Auditors and of the external statutory auditors (see in this respect the information given in the section “Significant events that occurred during the year” contained in the Consolidated Management Report); ▪ in the first quarter of 2012, UBI Banca made further investments of €5 billion in Italian government securities, including €3 billion classified within held-to-maturity investments and €2 billion within available-for-sale financial assets. This action, designed to support net interest income, mainly regarded securities with a maturity of three years, and therefore with the same duration as the funding acquired through the Eurosystem. Section 4 Other aspects In order to avoid reporting duplications, Section 5 “Other aspects” in the consolidated financial report may be consulted for aspects not specifically reported in the remaining part of this section. Impairment losses on available-for-sale equity instruments In June 2011, UBI Banca participated in the increase in the share capital performed by Intesa Sanpaolo, which involved the assignment of two new shares for every seven old shares already held at a subscription price of €1.369 for each new share. The operation involved a total payout of €54.8 million and resulted in the purchase of 40,047,888 new shares, so that the Intesa Sanpaolo Spa shares currently held, which are recognised within “available-for-sale financial assets”, now number 180,215,498 (140,167,610 shares as at 31st December 2010). With specific reference to the valuation of the share in question and in compliance with the impairment policy pursued by the UBI Group and with IAS 39, further impairment losses of €108.8 million were recognised through profit or loss in 2011 of which €15.4 million had already been recognised as at 30th June 2011. 73* Notes to the Separate Financial Statements Impairment losses of approximately €11.3 million before tax were also recognised during the year, attributable to other shareholdings and also to units held in OICRs (collective investment instruments). Realignment of values for tax purposes relating to goodwill and other intangible assets Paragraphs 12 to 15 of article 23 of Decree Law No. 98 of 6th July 2011, converted into Law No. 111 of 15th July 2011, containing measures for financial stabilisation, allows values for statutory accounting and for tax purposes relating to goodwill and other intangible assets to be realigned. More specifically the legislation in question allows, in accordance with the principles of Law No. 2 of 28th January 2009, the recognition for tax purposes of higher values attributed to controlling interests acquired through extraordinary transactions, consisting of the value of goodwill, business brands and other intangible assets recognised autonomously in the consolidated financial statements. That realignment is performed by the payment of a substitute tax of 16% and it allows the amount in question to be deducted (but not in the statutory accounts) for corporate income tax (IRES) and local production tax (IRAP) purposes at constant rates over ten years. With specific regard to the tax relief on the amounts relating to prior year extraordinary transactions, and that is those performed before the law in question entered into force, a one-off substitute tax could be paid by 30th November 2011, while the deduction of the amortisation (for tax purposes only) runs from 2013. As already reported in the interim report as at 30th June 2011, in view of the above, UBI Banca decided to take advantage of the option in question with regard to the following: goodwill recognised in the consolidated financial statements as at 31st December 2010, arising from: - the purchase price allocation performed following the merger between the former BPU Banca Group and the former Banca Lombarda e Piemontese Group, net of the €569 million already subject to tax relief in 2009 – consisting of goodwill recognised in the separate balance sheet of UBI Banca – for a total amount subject to tax relief of €2,361.7 million; - the acquisition of IW Bank, with an amount subject to tax relief of €54.6 million; other intangible assets, recognised in the consolidated balance sheet as at 31st December 2010, arising from the purchase price allocation following the merger between the former BPU Group and the former Banca Lombarda e Piemontese Group. In detail, these intangible assets consist of the following: - core deposits, with an amount subject to tax relief of €312 million; - assets under management, with an amount subject to tax relief of €165 million; - assets under custody, with an amount subject to tax relief of €54 million; - brands, with an amount subject to tax relief of €338 million. Reference was made with regard to the accounting treatment, as occurred in 2008, to the Italian Accountants Association (Organismo Italiano di Contabilità) document, “Application No. 1 - Hypothesis for the accounting treatment for the substitute tax for tax relief on goodwill pursuant to paragraph 10, Art. 15 of Decree Law No. 185 of 29th November 2008”. This document allows the simultaneous recognition of the substitute tax and the relative deferred tax assets in the income statement. Following the resolution, passed by the Management Board on 25th August 2011 and confirmed by the Supervisory Board on 29th August 2011, to take advantage of the options provided by the legislation in question, as at 30th June 2011 the amount relating to the substitute tax (16%) was charged to the income statement and deferred tax assets based on the nominal corporate income tax rate (27.5%) were recognised3. With regard to deferred local production tax (IRAP) assets, the decision to take advantage of the tax relief will result from 2013 in a decrease in the tax base of UBI Banca of €328,526 thousand, with a consequent absence of taxable income for IRAP purposes in the future. 3 In this regard, in compliance with IAS 12 tax assets are recognised on the assumption that it is probable that sufficient taxable profit will be available against which the deductible temporary difference can be utilised. 74* Notes to the Separate Financial Statements Consequently deferred tax assets for IRAP purposes were not recognised and those that had been recognised previously were released. Higher current taxation of €525,642 thousand was recognised in the 2011 income statement, due to the substitute tax, the recognition of the IRAP deferred tax assets already mentioned of €24,964 thousand was reversed and lower taxation was recognised with a new deferred tax liability for IRES of €903,447 thousand. The net positive impact amounted to €352,841 thousand. Use of estimates and assumptions in the preparation of the separate financial statements Balance sheet items are measured according to the policies set out in subsequent Part A.2 “The main balance sheet items” of these accounting policies. Where it is impossible to measure items in the financial statements with precision, the application of those policies involves the use of estimates and assumptions which may even have a significant effect on the amounts recognised in the balance sheet and in the income statement. The use of reasonable estimates forms an essential part of the preparation of financial statements and we have listed here those items in the financial statements in which the use of estimates and assumptions is most significant: measurement of loans; measurement of financial assets not listed in active markets; measurement of intangible assets and equity investments; quantification of provisions for risks and charges; quantification of deferred taxes; definition of the depreciation and amortisation charges for property, equipment and investment property and intangible assets with finite useful lives. Furthermore, in this respect an adjustment may be made to an estimate following a change in the circumstances on which it was based or if new information is acquired or yet again on the basis of greater experience. A change in an estimate is applied prospectively and it therefore generates an impact on the income statement in the year in which it is made and, if it is the case, also in future years. No significant changes were made this financial year to the criteria previously employed for estimates in the financial statements as at 31st December 2010. 75* Notes to the Separate Financial Statements A.2 – THE MAIN ITEMS IN THE FINANCIAL STATEMENTS 1.Financial assets and liabilities held for trading and financial assets and liabilities at fair value This category includes: 1.1. Definition of financial assets and liabilities held for trading A financial asset or liability is classified as held for trading (at fair value through profit or loss – FVPL) and is stated within either item 20 “Financial assets held for trading” or item 40 “Financial liabilities held for trading”, if it is: acquired or incurred for sale or repurchase in the short term; part of a portfolio of identified financial instruments which are managed together and for which there is evidence of a recent and effective strategy of short term profit taking; a derivative (except for derivatives designated and effective as a hedging instrument – see the relative section below). 1.1.1. Derivative financial instruments A “derivative” is defined as a financial instrument or other contract with the following characteristics: its value changes in response to the change in an interest rate, in the price of a financial instrument, in a commodity price, in a foreign currency exchange rate, in a price, interest rate or credit rating index, or credit worthiness index or other specific variable; it requires no initial investment, or a net initial investment that is smaller than would be required for other types of contract from which a similar response to changes in market factors would be expected; it is settled at a future date. The Bank holds derivative financial instruments for both trading and for hedging purposes (see the relative section below for information on the latter). 1.1.2. Embedded derivative financial instruments An "embedded derivative financial instrument" is defined as a component of a hybrid (combined) instrument which also includes a “host” non derivative contract such that some of the cash flows of the combined instrument behave in a way similarly to the derivative as a stand-alone instrument. The embedded derivative is separated from the host contract and treated in the accounts as a stand-alone derivative if and only if: the economic risks and characteristics of the embedded derivative are not closely related to the economic risks and characteristics of the host contract; a separate instrument with the same conditions as the embedded derivative would satisfy the definition of a derivative; the hybrid (combined) instrument is not recognised within financial assets or liabilities held for trading. 1.2. Definition of financial assets and liabilities at fair value Financial assets and liabilities may be designated on initial recognition within “financial assets and liabilities at fair value” and recorded within items 30 “Financial assets held at fair value” and 50 “Financial liabilities at fair value”. A financial asset/liability is designated at fair value through profit or loss on initial recognition only when: 76* Notes to the Separate Financial Statements a) it is a hybrid contract containing one or more embedded derivatives and the embedded derivative significantly alters the cash flows that would otherwise be generated by the contract; b) the designation at fair value through profit or loss allows better information to be provided because: it eliminates or considerably reduces an asymmetry in the valuation or in the recognition, which would otherwise result from the valuation of assets or liabilities or from recognition of the relative profits and losses on a different basis; a group of financial assets, financial liabilities or of both is managed and its performance is valued on the basis of its fair value according to a documented risk management procedure or investment strategy and the information on the group is provided internally on that basis to senior managers with strategic responsibilities. 1.3. Recognition criteria The financial instruments “Financial assets and liabilities held for trading and financial assets at fair value” are recognised either: at the time of settlement if they are debt or equity instruments; or, on the trade date, if they are derivative contracts. Measurement on initial recognition is at cost considered to be the fair value of the instrument without considering any transaction costs or income directly attributable to the instruments themselves. 1.4. Measurement criteria Subsequent to initial recognition, the financial instruments in question are measured at fair value with changes recognised in the income statement within item 80 “Net trading income (loss)”, for assets/liabilities held for trading and within item 110 “Net income/expense on financial assets and liabilities at fair value” for financial assets/liabilities at fair value”. The measurement of the fair value of the assets and liabilities held in a trading portfolio is based on prices quoted on active markets or on internal valuation models which are generally used in financial practice as described in greater detail in Part A.3.2 of the Notes to the financial statements “Fair Value Hierarchy”. 1.5. Derecognition criteria “Financial assets and liabilities held for trading and financial assets and liabilities at fair value” are derecognised in the accounts when the rights to the cash flows from the financial assets or liabilities expire or when the financial assets or liabilities are transferred with the substantial transfer of all the risks and rewards deriving from ownership of them. The result of the transfer of financial assets or liabilities held for trading is recognised in the income statement within item 80 “Trading income (loss)”, while the result of the transfer of financial assets or liabilities at fair value is recognised within item 110 “Net income/expense on financial assets and liabilities at fair value 2. Available-for-sale financial assets 2.1. Definition 77* Notes to the Separate Financial Statements Available-for-sale financial assets (AFS) are defined as non-derivative financial assets designated on initial recognition as such or that are not classified as: loans and receivables (see section below); financial investments held until maturity (see section below); financial assets held for trading and measured at fair value recognised through profit or loss (see section below). These financial assets are recognised within item 40 “Available-for-sale financial assets”. 2.2. Recognition criteria Available-for-sale financial assets are recognised initially when, and only when, the company becomes a party in the contract clauses of the instrument and that is on the date of settlement, at fair value which generally coincides with the cost of them. This value includes costs or income directly connected with the instruments themselves. The recognition of available-for-sale financial assets may result also from the reclassification out of “held-to-maturity financial assets” or, but only in rare circumstances and in any case only if the asset is no longer held for sale or repurchase in the short term, out of “financial assets held for trading”; in these cases the recognition value is the same as the fair value at the moment of reclassification. 2.3. Measurement criteria Subsequent to initial recognition, available-for-sale financial assets continue to be recognised at fair value with interest (resulting from application of the amortised cost) recognised through profit or loss and changes in fair value recognised in equity within item 140 “Fair value reserves”, except for losses due to impairment, until the financial asset is derecognised, at which time the profit or loss previously recognised in equity must be recognised through profit or loss. Equity instruments for which the fair value cannot be reliably measured according to the methods described are recognised at cost. The measurement of the fair value of available-for-sale financial assets is based on the prices quoted on active markets or on internal measurement models which are generally used in financial practice as described in greater detail in Part A.3.2 of the Notes to the financial statements “Fair Value Hierarchy”. At the end of each financial year or interim reporting period, objective evidence of impairment value is assessed, which in the case of equity instruments is also held to be significant or prolonged. As concerns the significance of the impairment, significant indications of impairment exist where the market value of an equity instrument is less than 35% of its historical cost of acquisition. In this case impairment is recognised through profit or loss without further analysis. If the impairment is less then it is recognised only if the measurement of the instrument performed on the basis of its fundamentals does not confirm the soundness of the company and that is its earning prospects. As concerns the permanence of the impairment, it is defined as prolonged when the fair value remains below its historical cost of purchase for a period of longer than 18 months. In this case the impairment is recognised through profit or loss without further analysis. If the fair value continues to remain below its historical purchase cost for periods shorter than 18 months, then the impairment to be recognised through profit or loss is determined by considering, amongst other things, whether the impairment is attributable to general negative performance by stock markets rather than to the specific performance of the individual counterparty. 78* Notes to the Separate Financial Statements If there is permanent impairment, the cumulative change, including that previously recognised in equity under the aforementioned item, is recognised directly in the income statement within item 130 “net impairment losses on b) available-for-sale financial assets”. Permanent impairment loss is recognised when the acquisition cost (net of any repayments of principal and amortisation) of an available-for-sale financial asset exceeds its recoverable amount. Any recoveries of value, which are only possible when the causes of the original permanent impairment no longer exist are treated as follows: if they relate to investments in equity instruments, then with a balancing entry directly in the equity reserve; if they relate to investments in debt instruments, they are recognised in the income statement within item 130 “Net impairment losses on b) available-for-sale financial assets”. The amount of the reversal of the impairment loss may not in any case exceed the amortised cost which, in the absence of previous value adjustments, the instrument would have had at that time. Because UBI Banca applies IAS 34 “Interim financial reporting” to its half year interim reports with consequent identification of a half year “interim period”, any impairment losses are recognised historically at the end of the half year. 2.4. Derecognition criteria Available-for-sale financial assets are derecognised in the accounts when the contractual rights to the cash flows from the financial assets expire or when the financial assets are sold with the substantial transfer of all the risks and benefits deriving from ownership of them. The result of the disposal of available-for-sale financial assets is recognised in the income statement within item 100 “Income/expense from the disposal or repurchase of b) available for sale financial assets”. Upon derecognition, any corresponding amount of what was previously recognised in equity under 140 “Fair value reserves” is written off against the income statement”. 3. Held-to-maturity investments 3.1. Definition Held-to-maturity investments (HTM) are defined as non-derivative financial assets with fixed or determinable payments and fixed maturity that an entity intends and is able to hold to maturity. Exception is made for those: (a) held for trading and those designated upon initial recognition at fair value through profit or loss (see previous section); (b) designated as available for sale (see previous section); (c) which satisfy the definition of loans (see section below). When annual and interim reports are prepared the intention and ability to hold financial assets until maturity is assessed. The assets in question are recognised under item 50 “Held-to-maturity investments”. 79* Notes to the Separate Financial Statements 3.2. Recognition criteria Held-to-maturity investments are recognised initially when, and only when, the company becomes a party in the contract clauses of the instrument and that is on the date of settlement, measured at cost inclusive of any costs and income directly attributable to it. If the recognition of assets in this category is the result of the reclassification out of “availablefor-sale financial assets” or, but only and only in rare circumstances if the asset is no longer held for sale or repurchase in the short term, out of the “financial assets held for trading”, the fair value of the assets as measured at the time of the reclassification is taken as the new measure of the amortised cost of the assets. 3.3. Measurement criteria Held-to-maturity investments are valued at amortised cost using the criteria of the effective interest rate (see the section below “loans and receivables” for a definition). The result of the application of this method is recognised in the income statement in the item 10 “Interest and similar income”. When annual financial statements or interim reports are prepared objective evidence of the existence of an impairment of the value of the assets is assessed. If there is permanent impairment, the difference between the recognised value and the present value of expected future cash flows discounted at the original effective interest rate is included in the income statement under the item 130 “Net impairment losses on c) held-to-maturity investments”. Any recoveries of value recorded, should the cause that gave rise to the previous recognition of impairment loss no longer exist, are recognised under the same item in the income statement. The fair value of held-to-maturity investments is measured for disclosure purposes or where effective currency and credit risk hedges exist (in relation to the risk hedged) and it is estimated as described in greater detail in Part A.3.2 of the notes to the financial statements, “Fair Value Hierarchy”. 3.4. Derecognition criteria Held-to-maturity investments are derecognised when the rights to the cash flows from the financial assets expire or when the financial assets are sold with the substantial transfer of all the risks and rewards deriving from ownership of them. The result of the disposal of held-to-maturity financial assets is recognised in the income statement under the item 100 “Income/expense from disposal or repurchase of c) held-to-maturity investments”. 4. Loans and receivables 4.1. Definition Loans and receivables (L&R) are defined as non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The following are exceptions: (a) those which it is intended to sell immediately or in the short term, that are classified as held for trading and those that may have been designated on initial recognition as at fair value through profit or loss; (b) those designated upon initial recognition as available for sale; 80* Notes to the Separate Financial Statements (c) those for which the holder may not recover substantially all of its initial investment, other than because of credit deterioration; in this case they are classified as availablefor-sale. Loans are recognised under the items 60 “Loans to banks” and 70 “Loans to customers”. 4.2. Recognition criteria Loans are initially recognised in the accounts when the company becomes part of a loan contract, which is to say when the creditor acquires the right to the payment of the sums agreed in the contract. That moment corresponds to the date on which the loan is granted. Recognition in this category may result also from the reclassification out of “available-forsale financial assets” or, but only and only in rare circumstances if the asset is no longer held for sale or repurchase in the short term, out of “financial assets held for trading”. The amount initially recognised is that of the fair value of the financial instrument which is the same as the amount granted inclusive of costs or income directly attributable to it and determinable from the outset, independently of when they are paid. The amount of the initial recognition does not include all those expenses that are reimbursed by the debtor counterparty or that are attributable to internal expenses of an administrative character. If the recognition is the result of reclassification, the fair value of the asset recognised at the time of the reclassification is taken as the new measure of the amortised cost of the assets. For loans not granted under market conditions, the initial fair value is calculated by using special measurement techniques described below; in these circumstances the difference between the fair value that is calculated and the amount granted is included directly in the income statement within the item interest. Contango and repo agreements with the obligation or right to repurchase or resell at term are recognised in the accounts as funding or lending transactions. For transactions with a spot sale and forward repurchase, the spot cash received is recognised in the accounts as borrowings while the spot purchase transactions with forward resale are recognised as lending for the spot amount paid. 4.3. Measurement criteria Loans are measured at amortised cost using the criteria of effective interest. The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability was measured upon initial recognition net of principal repayments, plus or minus the cumulative amortisation using the effective interest criterion on any difference between that initial amount and the maturity amount, and minus any reduction (arising from an impairment or uncollectability). The effective interest criterion is a method of calculating amortised cost of an asset or liability (or group of assets and liabilities) and of distributing the interest income or expense over its relative life. The effective interest rate is the rate that exactly discounts the estimated flow of future cash payments or receipts until the expected maturity of the financial instrument. To determine the effective interest rate, the cash flows must be estimated taking into consideration all the contractual conditions of the financial instrument (e.g. payment in advance, a purchase option or similar), but future impairments of the loan are not considered. The computation includes all fees and basis points paid or received between parties to the contract which are integral parts of the effective interest, the transaction costs and all other premiums or discounts. At each reporting date or when interim reports are prepared, any objective evidence that a financial asset or group of financial assets has suffered impairment loss is assessed. This circumstance occurs when it is probable that a company may not be able to collect amounts due on the basis of the original contracted conditions or, for example, in the presence of: (a) significant financial difficulties of the issuer or debtor; 81* Notes to the Separate Financial Statements (b) an infringement of the contract such as default or failure to pay interest or repay principal; (c) the lender, because of the economic or legal factors relating to the financial difficulties of the debtor, granting a concession to the latter which the lender would not otherwise have considered; (d) the probability of the beneficiary declaring procedures for loan restructuring; (e) the disappearance of an active market for that financial asset due to financial difficulties; (f) available data which indicate a substantial decrease in expected future cash flows for a similar group of financial assets since the time of the initial recognition of those assets, although the decrease cannot yet be identified with the single financial assets of the group. The measurement of non-performing loans (loans which, according to Bank of Italy definitions, are non-performing, impaired, restructured and past due, including exposures in arrears for between 90 and 180 days secured by property mortgages) is performed on a case-by-case basis. The remaining loans are measured using, collective, statistical methods which group uniform classes of risk together. The method for calculating the impairment losses recognised on non-performing loans is based on discounting expected future cash flows for principal and interest, taking account of any guarantees attached to positions and of any advances received. The basic elements for determining the present value of cash flows are the identification of the estimated receipts, the relative maturity dates and the discount rate to apply. The amount of the loss is equal to the difference between the recognised value of the asset and the present value of expected future cash flows, discounted at the original effective interest rate. The measurement of performing loans relates to asset portfolios for which no objective evidence of impairment exists and which are therefore valued collectively. Percentage rates of loss, calculated from historical data series estimated according to the measurement method based on Basel 2 regulations, to which appropriate corrective factors are applied to give a measurement consistent with that required by the relative accounting standard, are applied to the estimated cash flows from the assets, grouped into uniform classes with similar characteristics in terms of credit risk. If a loan is subject to individual measurement and shows no objective impairment loss, it is placed in a class of financial assets with similar credit risk characteristics and subjected to collective measurement. Permanent impairment that is found is immediately recognised in the income statement under the item 130 “Net impairment losses on a) loans” as are reversals of part or all of the impairment losses previously recognised. Reversals of impairment losses are recognised where there is an improvement in credit quality sufficient to provide reasonable certainty of prompt collection of the principal and the interest according to the original conditions of the original loan contract, or in the presence of a progressive reversal of the present value calculated at the time of recognising the impairment loss. Where loans are measured on a collective basis, any upward value adjustments or reversals of impairment losses are recalculated as differences in relation to each performing loan at the measurement date. The fair value of medium and long-term loans is measured by considering future cash flows discounted at the replacement rate or the market rate existing at the measurement date and relating to a position with the same characteristics as the loan measured. The fair value is measured for all loans for information purposes only. For loans subject to effective hedging, the fair value is calculated in relation to the risk that is hedged for measurement purposes. 82* Notes to the Separate Financial Statements 4.4. Derecognition criteria Loans are derecognised from the balance sheet when the rights to the cash flows from the financial assets expire or when the financial assets are sold with the substantial transfer of all the risks and rewards deriving from ownership of them. Otherwise loans continue to be recognised on balance sheet for an amount equal to the remaining involvement, even if legal title has been transferred to a third party. The assets in question are derecognised in the balance sheet even when the Bank maintains the contractual right to receive cash flows from them, but when at the same time it has a contractual obligation to pay those cash flows to a third party. The profit or loss on the disposal of loans is recognised in the income statement within the item 100 “Income from the disposal or repurchase of a) loans”. 5. Hedging derivatives 5.1. Definition Hedging transactions are designed to neutralise potential losses on a specific item (or group of items) attributable to a determined risk, by means of the gains realised on another instrument or group of instruments if that particular risk should actually result in losses. The Bank uses the following type of hedging transactions, appropriately represented in the accounts and described below: a fair value hedge: the objective is to offset adverse changes in the fair value of the asset or liability hedged; a cash flow hedge: the objective is to hedge against the exposure to variability in expected cash flows with respect to the initial expectations. Derivative contracts stipulated with external counterparties are designated as hedging instruments. 5.2. Recognition criteria As with all derivatives, derivative financial instruments used for hedging are initially recognised and subsequently measured at fair value and are classified in the balance sheet under assets within item 80 “Hedging derivatives” and under liabilities within item 60 “Hedging derivatives”. A relationship qualifies as a hedge and is appropriately represented in the accounts if, and only if, all the following conditions are satisfied: at the start of the hedging transaction the relationship is formally designated and documented, including the company’s risk management objective and strategy for undertaking the hedge. This documentation includes identification of the hedging instrument, the item or transaction hedged, the nature of the risk being hedged, and how the entity will assess the hedging instrument's effectiveness in offsetting the exposures to changes in the fair value of the item hedged or in the cash flows attributable to the risk hedged; the hedging is expected to be highly effective; the planned transaction hedged, for hedging cash flows, is highly probable and presents an exposure to changes in cash flows that could have effects on the income statement; the effectiveness of the hedging can be reliably measured; the hedging is measured on an ongoing basis and is considered highly effective for all the financial years in which it was designated. 83* Notes to the Separate Financial Statements 5.2.1. Methods for testing effectiveness A hedge relationship is judged effective, and as such is appropriately represented in the accounts, if at its inception and during its life the changes in the fair value or cash flows of the hedged item attributable to the hedged risk are almost always completely offset by the changes in the fair value or cash flows of the hedging instrument. This conclusion is reached when the actual result falls within a range of between 80% and 125%. The effectiveness of hedging is tested at inception by means of a prospective test and when annual reports are prepared by means of a retrospective test; the outcome of the test justifies the application of hedging accounting because it demonstrates its expected effectiveness. Retrospective tests are conducted monthly on a cumulative basis where the objective is to measure the degree of effectiveness of the hedging in the reporting period and therefore to verify whether the hedging has actually been effective in the period. Derivative financial instruments that are considered hedges from a profit and loss viewpoint but which do not satisfy the requirements to be considered effective instruments for hedging are recognised under item 20 “Financial assets held for trading” or under item 40 “Financial liabilities held for trading” and the profits and losses under the corresponding item 80 “Trading income (loss)”. If the above tests do not confirm the effectiveness of the hedge, then if it is not derecognised, the derivative contract is reclassified within derivatives held for trading and the instrument hedged is again measured according to the criterion applied for its balance sheet classification. 5.3. Measurement criteria 5.3.1. Fair value hedging Fair value hedging is treated as follows: the profit or loss resulting from measuring a hedging instrument at fair value is included in the income statement under item 90 “Net hedging income (loss)”; the profit or loss on the item hedged attributable to the hedged risk adjusts the value in the accounts of the hedged item and is recognised immediately, regardless of the type of asset or liability hedged, in the income statement within the aforementioned item. Hedge accounting is discontinued prospectively in the following cases: 1. the hedging instrument expires or is sold, terminated, or exercised; 2. the hedge no longer meets the hedge accounting criteria described above; 3. the entity revokes the designation. In case 2, if the assets or liabilities hedged are valued at amortised cost, the higher or lower value resulting from valuing them at fair value as a result of the hedge becoming ineffective is recognised through profit or loss, according to the effective interest rate method prevailing at the time of revocation of hedge. The methods used for measurement of the fair value of the risk hedged in the assets or liabilities hedged are described in the notes that comment on available-for-sale financial assets, loans and held-to-maturity investments. 5.3.2. Cash flow hedging When a derivative is designated as a hedge of exposure to changes in expected cash flows from an asset or liability in the balance sheet or a future transaction considered highly probable, the accounting treatment of the hedge is as follows: 84* Notes to the Separate Financial Statements the profits or losses (from the measurement of the hedging derivative) attributable to the effective portion of the hedge are recognised in a special reserve in equity named 130 “Fair value reserves”; the profits or losses (from measurement of the hedging derivative) attributable to the ineffective portion of the hedge are recognised directly in the income statement under item 90 “Net hedging income (loss)”; the asset or liability hedged is measured according to the class of asset or liability to which it belongs. If a future transaction occurs which involves recognising non-financial assets and liabilities, the corresponding profits or losses initially recognised under item 130 “Fair value reserves” are then transferred from that reserve and included as an initial cost of the asset or liability that is recognised. If the future hedged transaction subsequently involves recognition of a financial asset or liability, the associated profits or losses that were originally recognised under the item 130 “Fair value reserves” are reclassified to the income statement in the same reporting period or periods during which the assets acquired or liabilities incurred have an effect on the income statement. If a portion of the profits or losses recognised in the fair value reserve are not considered recoverable, it is reclassified into the income statement within item 80 “Net trading income (loss)”. In all cases other than those already described, the profits or losses initially recognised under the item 130 “Fair value reserves” are transferred to the income statement to reflect the time and manner in which the future transaction is recognised in the income statement. An entity must discontinue hedge accounting prospectively in each of the following circumstances: (a) the hedging instrument expires or is sold, terminated, or exercised (for this purpose the replacement or exchange of one hedging instrument with another hedging instrument is not a conclusion or termination if that replacement or exchange forms part of an entity’s documented hedging strategy). In this case the total profit (or loss) on the hedging instrument continues to be recognised directly in equity until the reporting period in which the hedge became effective and it continues to be recognised separately until the programmed hedging transaction occurs; (b) the hedge no longer satisfies the criteria for hedge accounting. In this case the total profit or loss on the hedging instrument continues to be recognised directly in equity starting from the reporting period in which the hedge became effective and it continues to be recognised separately in equity until the programmed hedging transaction occurs; (c) it is no longer considered that the future transaction should occur, in which case any related total profit or loss on the hedging instrument recognised directly in equity starting from the reporting period in which the hedge became effective must be recognised through profit or loss; (d) the entity revokes the designation. For hedges of a programmed transaction, total profits or losses on the hedging instrument recognised directly in equity starting from the reporting period in which the hedge became effective continues to be recognised separately in equity until the programmed transaction occurs or it is expected that it will no longer occur. If it is expected that the transaction will no longer occur the total profit (or loss) that had been recognised directly in equity is transferred to the income statement. 5.3.3. Hedging portfolios of assets and liabilities Hedging of portfolios of assets and liabilities (“macrohedging”) and appropriate accounting treatment is possible after first: - identifying the portfolio to be hedged and dividing it by maturity dates; - designating the risk to be hedged; 85* Notes to the Separate Financial Statements - identifying the interest rate risk to be hedged; - designating the hedging instruments; - determining the effectiveness. The portfolio for which the interest rate risk is hedged may contain both assets and liabilities. This portfolio is divided on the basis of expected maturity or repricing dates of interest rates after first analysing the structure of the cash flows. Changes in the fair value of the hedged instrument are recognised in the income statement under item 90 “Net hedging income (loss)” and in the balance sheet under item 90 “Fair value change in hedged financial assets” or under item 70 “Fair value change in hedged financial liabilities”. Changes occurring in the fair value of the hedging instrument are recognised in the income statement within item 90 “Net hedging income (loss)” and under assets in the balance sheet within item 80 “Hedging derivatives” or under liabilities side within item 60 “Hedging derivatives”. 86* Notes to the Separate Financial Statements 6. Equity investments 6.1. Definition 6.1.1. Subsidiaries A “subsidiary” is defined as a company over which the Parent exercises control. Such a condition occurs when the latter has the power to govern, directly or indirectly the management and operational decisions of an enterprise so as to obtain benefits from its activities. The existence of potential immediately exercisable voting rights is assessed to determine the presence of control. 6.1.2. Associates An “associate” is defined as a company in which at least 20% of the voting rights are held or over which the investing company exercises significant influence and which is neither a subsidiary nor a company subject to joint control by the investing company. Significant influence is the power to participate in the financial and operating policy decisions of the company invested in but not to control or have joint control of it. 6.1.3. Companies subject to joint control A “company subject to joint control” is defined as a company governed by a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. 6.2. Recognition criteria Equity investments are recognised at the cost of purchase inclusive of any accessory costs, with exception made for controlling equity investments acquired in business combinations. 6.3. Measurement criteria Equity investments are measured at cost. Any objective evidence that an equity investment has been subject to impairment is assessed as at each annual or interim reporting date. The recoverable amount is then calculated, considering the present value of the future cash flows which may be generated by the investment, including the final disposal value. If the recoverable amount calculated in this way is less than carrying value, the difference is recognised in the income statement under item 210 “profit (loss) of equity investments”. Any future reversals of impairment are also included in the item where the reasons for the original impairment no longer apply. 6.4. Derecognition criteria Equity investments are derecognised in the balance sheet when the contractual rights to the cash flows from the financial assets expire or when the financial assets are sold with the substantial transfer of all the risks and rewards deriving from ownership of them. The result of the disposal of equity-accounted investees is recognised in the income statement within item 210 “Profits (losses) of equity investments”. 87* Notes to the Separate Financial Statements 7. Property, equipment and investment property 7.1. Definition of assets for functional use “Assets for functional use” are defined as tangible assets possessed to be used for the purpose of carrying on a company’s business and where the use is planned to last longer than one year. Assets for functional use also include properties rented to employees, ex employees and their heirs, as well as works of art. 7.2. Definition of investment property “Investment property” is defined as properties held in order to earn rentals or for capital appreciation. As a consequence, investment property is to be distinguished from assets held for the use of the owner because they generate cash flows that are very different from the other assets held by the Bank. Finance lease contracts are also included within tangible assets (for functional use and held for investment) even if the legal title to the assets remains with the leasing company. 7.3. Recognition criteria Tangible assets for functional use and other tangible assets are initially recognised at cost (item “110 Property, equipment and investment property”), inclusive of all costs directly connected with bringing it to working condition for the use of the assets and purchase taxes and duties that are not recoverable. This amount is subsequently increased to include expenses incurred from which it is expected future benefits will be obtained. The costs of ordinary maintenance are recognised in the income statement at the time at which they are incurred while extraordinary maintenance costs (improvements) from which future benefits are expected are capitalised by increasing the value of the relative asset. Improvements and expenses incurred to increase the value of leased assets from which future benefits are expected are recognised: – within the most appropriate category of item 110 “Property, equipment and investment property” if they are independent and can be separately identified, whether they are third party assets held on the basis of an ordinary leasing contract or whether they are held under a finance lease contract; within item 110 “Property, equipment and investment property”, if they are not independent and cannot be separately identified, as an increase to the type of assets concerned if held by means of a finance lease contract or within item 150 “Other assets” if they are held under an ordinary lease contract. – The cost of property, equipment and investment property is recognised as an asset if, and only if: it is probable that the future economic benefits associated with the asset will flow to the enterprise; the cost of the asset can be reliably determined. 7.4. Measurement criteria Subsequent to initial recognition, items of property, equipment and investment property for use in operations are recognised at cost, as defined above, net of accumulated depreciation 88* Notes to the Separate Financial Statements and any permanent cumulative impairment. The depreciable amount, equal to cost less the residual value (i.e. the amount that would be normally obtained from disposal, less disposal costs, if the asset was normally in the conditions, including age, expected at the end of its useful life), should be allocated on a systematic basis over the asset's useful life by adopting the straight line method of depreciation. The useful life of an asset, which is reviewed periodically to detect any significant change in estimates compared to previous figures, is defined as: the period of time over which it is expected that the asset can be used by a company or, the quantity of products or similar units that an entity expects to obtain from the use of the asset. Since property, equipment and investment property may consist of items with different useful lives, land, whether by itself or as part of the value of a building is not depreciated since it constitutes a fixed asset with an indefinite life. The value attributable to the land is deducted from the total value of a property for all buildings in proportion to the percentage of ownership. Buildings, on the other hand, are depreciated according to the criteria described above. Works of art are not depreciated because they generally increase in value over time. Depreciation of an asset starts when it is available for use and ceases when the asset is derecognised, which is the most recent of when it is classified as for sale and the date of derecognition. As a consequence depreciation does not stop when an asset is left idle or is no longer in use, unless the asset has already been fully depreciated. Improvements and expenses which increase the value are depreciated as follows: – if they are independent and can be separately identified, according to the presumed useful life as described above; – if they are not independent and cannot be separately identified, then if they are held under an ordinary leasing contract, over the shorter of the period in which the improvements and expenses can be used and that of the remaining life of the contract taking account of any individual renewals, or if the assets are held under a finance lease contract, over the expected useful life of the assets concerned. The depreciation of improvements and expenses to increase the value of leased assets recognised under item 150 “Other assets” is recognised within the item 190 “Other operating income (expense)”. At the end of each annual or interim reporting period the existence of indications that demonstrate the impairment of the value of an asset are assessed. The loss is determined by comparing the carrying amount of the tangible asset with the lower recoverable amount. The latter is the greater of the fair value, net of any sales costs, and the relative use value intended as the present value of future cash flows generated by the asset. The loss is immediately recognised in the income statement within item 170 “Net impairment losses on property, equipment and investment property”; the item also includes any future reversal of impairment losses if the causes of the original impairment no longer exist. 7.4.1. Definition and measurement of fair value 7.4.1.1. Properties The fair value is measured on the basis of the market value intended as meaning the best price at which the sale of a property might reasonably be expected to have been completed unconditionally for cash consideration on the date of valuation, assuming: that the seller and the purchaser are independent counterparties; the intention of the seller to sell the assets is real; that there is a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the property and for the agreement of price and terms necessary to complete the sale; 89* Notes to the Separate Financial Statements that the market trend, level of values and other circumstances were, at the date of signing the preliminary contract of purchase and sale, identical to those existing at the date of valuation; that no account is taken of bids by purchasers for whom the property has characteristics which make it “outside the market range”. The procedures adopted for determining the market value are based on the following methods: the direct comparative or market method, based on a comparison between the asset in question and other similar asset subject to sale or currently on sale on the same market or competing markets; the income method based on the present value of potential market incomes for a similar property, obtained by capitalising the income at a market rate. The above methods are performed individually and the values obtained are appropriately averaged. 7.4.1.2. Determination of the value of land The method used for identifying the percentage of the market value attributable to land is based on an analysis of the location of the property, taking account of the type of construction, the state of conservation and the cost of rebuilding the entire building. 7.5. Property, equipment and investment property acquired through finance leases A finance lease is a contract that substantially transfers all the risks and rewards incident to ownership of an asset. Legal title may or may not be transferred at the end of the lease term. The beginning of the lease term is the date on which the lessee is authorised to exercise his right to use the asset leased and therefore corresponds to the date on which the lease is initially recognised. When the contract commences, the lessee recognises the financial lease transactions as assets and liabilities in its balance sheet at the fair value of the asset leased or, if lower, at the present value of the minimum payments due. To determine the present value of the minimum payments due, the discount rate used is the contractual interest rate implicit in the lease, if practicable, or else the lessee’s incremental borrowing rate is used. Any initial direct costs incurred by the lessee are added to the amount recognised for the asset. The minimum payments due are apportioned between the finance charges and the reduction of the residual liability. The former are allocated over the lease term so as to produce a constant rate of interest on the residual liability. The finance lease contract involves recognition of the depreciation charge for the asset leased and of the finance charges for each financial year. The depreciation policy used for assets acquired under finance leases is consistent with that adopted for owned assets. See the relative paragraph for a more detailed description. 7.6. Derecognition criteria Property, equipment and investment property are derecognised in the balance sheet when they are disposed of or when they are permanently retired from use and no future economic benefits are expected from their disposal. Any gains or losses resulting from the retirement or disposal of the tangible asset, calculated as the difference between the net consideration 90* Notes to the Separate Financial Statements on the sale and the carrying amount of the asset are recognised in the income statement under item 240 “Profit (loss) on the disposal of investments”. 8. Intangible assets 8.1. Definition An intangible asset is defined as an identifiable non-monetary asset without physical substance that is used in carrying on a company’s business. The asset is identifiable when: it is separable, which is to say capable of being separated and sold, transferred, licensed, rented, or exchanged; it arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from other rights and obligations. An asset possesses the characteristic of being controlled by the enterprise as a result of past events and the assumption that its use will cause economic benefits to flow to the enterprise. An entity has control over an asset if it has the power to obtain future economic benefits arising from the resource in question and may also limit access by others to those benefits. Future economic benefits arising from an intangible asset might include receipts from the sale of products or services, savings on costs or other benefits resulting from the use of the asset by an enterprise. An intangible asset is recognised if, and only if: (a) it is probable that the expected future economic benefits attributable to the asset will flow to the entity; (b) the cost of the asset can be measured reliably. The probability of future economic benefits occurring is assessed on the basis of reasonable and supportable assumptions that represent the best estimate of the economic conditions that will exist over the useful life of the asset. The degree of probability attaching to the flow of economic benefits attributable to the use of the asset is assessed on the basis of the sources of information available at the time of initial recognition, giving greater weight to external sources of information. The main items considered to be intangible assets are goodwill and third party, or internally generated software, used over several years as well as customer relationships resulting from granting property loans to private individuals. 8.1.1. Intangible assets with a finite useful life A finite useful life is defined for an asset where it is possible to estimate a limit to the period over which the related economic benefits are expected to be produced. Intangible assets considered as having a finite useful life include software, customer relationships resulting from granting property loans to private individuals. 8.1.2. Intangible assets with an indefinite useful life An indefinite useful life is defined for an asset where it is not possible to estimate a predictable limit to the period over which the asset is expected to generate economic benefits for the Bank. The attribution of an indefinite useful life to an asset does not arise from having already programmed future expenses which restore the standard level of performance of the asset over time and prolong its useful life. 91* Notes to the Separate Financial Statements 8.2. Recognition criteria Assets recognised under the balance sheet item 120 “Intangible assets” are stated at cost and any expenses subsequent to the initial recognition are only capitalised if they are able to generate future economic benefits and only if those expenses can be reliably determined and attributed to the assets. The cost of an intangible asset includes: the purchase price including any non-recoverable taxes and duties on purchases after commercial discounts and bonuses have been deducted; any direct costs incurred in bringing the asset into use. 8.3. Measurement criteria Subsequent to initial recognition intangible assets with a finite useful life are recognised at cost net of total amortisation and any losses in value that may have occurred. Amortisation is calculated on a systematic basis over the estimated useful life of the asset (see definition included in the sub-section “Property, equipment and investment property”) using the straight line method for all intangible assets with the exception of customer relationships resulting from granting property loans to private individuals which are amortised on the basis of the average life of the relationships or in other words of the portfolio of loans granted. Amortisation begins when the asset is available for use and ceases on the date on which the asset is derecognised. Intangible assets with an indefinite useful life (see, goodwill, as defined in the section below if positive) are recognised at cost net of any impairment loss resulting from periodic reviews when tests are performed to verify the appropriateness of the carrying amount of the assets (see section below). As a consequence amortisation of these assets is not calculated. No intangible assets arising from research (or from the research phase of an internal project) are recognised. Research expenses (or the research phase of an internal project) are recognised as expenses at the time at which they are incurred. An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, the following can be demonstrated: (a) the technical feasibility of completing the intangible asset so that it becomes available for sale or use; (b) the intention of the company to complete the intangible asset to use it or sell it; (c) the capacity of the company to use or sell the intangible asset. At the end of each annual or interim reporting period the existence of potential impairment of the value of intangible assets is assessed. The impairment loss is given by the difference between the carrying amount of the assets and the recoverable amount and is recognised, as are any reversals of impairment losses, in the item 180 “Net impairment losses on intangible assets”, with the exception of impairment losses on goodwill which are recognised within item 230 “Net impairment losses on goodwill”. 92* Notes to the Separate Financial Statements 8.4. Goodwill Goodwill is defined as the difference between the purchase cost and the fair value of assets and liabilities acquired as part of a business combination which consists of the union of separate enterprises or businesses in a single entity required to prepare financial statements. The result of almost all business combinations consists in the fact that a sole entity, an acquirer, obtains control over one or more separate businesses of the acquiree. When an entity acquires a group of activities or net assets that do not constitute a business it allocates the cost of the group to individual assets and liabilities identified on the basis of their relative fair value at the date of acquisition. A business combination may give rise to a holding relationship between a parent company and a subsidiary in which the acquirer is the parent company and the acquiree is the subsidiary. All business combinations are accounted for using the purchase method of accounting. The purchase method involves the following steps: (a) identification of the acquirer (the acquirer is the combining enterprise that obtains control of the other combining enterprises or businesses); (b) determination of the acquisition date; (c) determination of the cost of the business combination, intended as the “consideration” transferred by the purchaser to the shareholders of the acquiree; (d) the allocation, as at the acquisition date, of the cost of the business combination by means of the recognition, classification and measurement of the identifiable assets acquired and the identifiable liabilities assumed; (e) recognition of any existing goodwill. Business combinations performed with subsidiaries or with companies belonging to the same group are recognised on the basis of the significant economic substance of the transactions. In application of that principle, the goodwill arising from those transactions is recognised: (a) within asset item 120 of the balance sheet if significant economic substance is found; (b) as a deduction from equity if it is not found. 8.4.1. Allocation of the cost of a business combination to assets and liabilities and contingent liabilities The acquirer: (a) recognises the goodwill acquired in a business combination as assets; (b) measures that goodwill at its cost to the extent that it is the excess of the cost of the business combination over the acquirer's share of interest in the net fair values of the acquiree's identifiable assets, liabilities and contingent liabilities. Goodwill acquired in a business combination represents a payment made by the acquirer in the expectation of receiving economic future benefits from the asset which cannot be identified individually and recognised separately. After initial recognition, the acquirer values the goodwill acquired in a business combination at the relative cost net of cumulative impairment. The goodwill acquired in a business combination must not be amortised. The acquirer tests the asset for impairment annually or more frequently if specific events or changed circumstances indicate that it may have suffered a reduction in value, according to the relative accounting standard. The standard states that an asset (including goodwill) has suffered value impairment when the value recognised in the accounts exceeds the recoverable amount understood as the greater of the fair value, net of any sales expenses and its value in use, defined by paragraph 6 of IAS 36. 93* Notes to the Separate Financial Statements In order to test for impairment, goodwill must be allocated to cash generating units or to groups of cash generating units, in observance of the maximum aggregation limit which cannot exceed the operating segment identified in accordance with IFRS 8. 8.4.2. Negative goodwill If the acquirer’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination the acquirer: (a) reviews the identification and measurement of the identifiable assets, liabilities and contingent liabilities of the acquiree and the determination of the cost of the business combination; (b) immediately recognises any excess existing after the new measurement in the income statement. 8.5. Derecognition criteria Intangible assets are derecognised in the balance sheet following disposal or when no economic future benefit is expected from its use or disposal. 9. Liabilities, securities issued (and subordinated liabilities) The various forms of interbank and customer funding are recognised within the balance sheet items 10 “Due to banks”, 20 “Due to customers” and 30 “Securities issued”. These items also include liabilities recognised by a lessee in financial leasing operations. 9.1. Recognition criteria The liabilities in question are recognised in the balance sheet at the time when the funding is received or when the debt securities are issued. The amount recognised is the fair value, which is normally the same as either the consideration received or the issue price, inclusive of any additional expenses or income that are directly attributable to the transaction and determinable from the outset, regardless of when they are paid. The amount of the initial recognition does not include all those costs that are reimbursed by the creditor counterparty or that are attributable to internal costs of an administrative character. 9.2. Measurement criteria After initial recognition non current financial liabilities are measured at amortised cost using the effective interest method as defined in previous paragraphs. Current liabilities, for which the time factor is insignificant, are measured at cost. 9.3. Derecognition criteria Financial liabilities are derecognised when they mature or are extinguished. The repurchase of own securities issued results in derecognition of the securities with the consequent redefinition of the liability for debt instruments issued. 94* Notes to the Separate Financial Statements Any difference between the repurchase value of the own securities and the corresponding carrying value of the liabilities is recognised in the income statement under the item 100 “Income from the disposal or repurchase of d) financial liabilities”. Any subsequent re-issue of the securities previously subject to derecognition in the accounts constitutes a new issue for accounting purposes with the consequent recognition at the new issue price without any effect in the income statement. 10. Tax assets and liabilities Tax assets and liabilities are stated in the balance sheet within the items 130 “Tax assets” and 80 “Tax liabilities”. 10.1. Current tax assets and liabilities Current tax for the current and prior periods is recognised as a liability to the extent that it has not yet been settled; any excess compared to the amount due is recognised as an asset. Current tax liabilities (assets) for the current and prior years, are measured at the amount expected to be paid to/recovered from taxation authorities, using the tax rates and tax laws in force. Current tax assets and liabilities are derecognised in the year in which the assets are realised or the liabilities are extinguished. 10.2. Deferred tax assets and liabilities Deferred tax liabilities are recognised for all taxable temporary differences unless the deferred tax liability arises from: goodwill for which amortisation is not deductible for tax purposes or the initial recognition of an asset or a liability in a transaction which: is not a business combination and at the time of the transaction, affects neither the accounting nor the taxable profit. Deferred tax assets are not calculated for higher values of assets for which the tax regime has been suspended relating to equity investments and to reserves for which the tax regime has been suspended because it is considered there are no reasonable grounds to assume they will be taxed in future. Deferred tax liabilities are recognised within the balance sheet item 80 “Tax liabilities b) deferred”. A deferred tax asset is recognised for all deductible temporary differences if it is probable that a taxable income will be used against which it will be possible to use the deductible temporary difference, unless the deferred tax asset arises from: negative goodwill which is treated as deferred income; the initial recognition of an asset or liability in a transaction which: is not a business combination and affects neither the accounting profit nor the taxable profit at the time of the transaction. Deferred tax assets are recognised within the balance sheet item 130 “Tax assets b) deferred”. 95* Notes to the Separate Financial Statements Deferred tax assets and deferred tax liabilities are subject to constant monitoring and are measured using the tax rates that it is expected will apply in the period in which the tax asset will be realised or the tax liability will be extinguished on the basis of the tax regulations established by laws currently in force. Deferred tax assets and deferred tax liabilities are derecognised in the accounts in the year in which: the temporary difference which gave rise to them becomes payable with regard to deferred tax liabilities or deductible with regard to deferred tax assets; the temporary difference which gave rise to them is no longer valid for tax purposes. Deferred tax assets and deferred tax liabilities must not normally be discounted to present values nor offset one against the other, 11. Non-current assets and disposal groups held for sale – Liabilities associated with disposal groups held for sale Non-current assets and liabilities and groups of non-current assets and liabilities for which it is presumed that the carrying value will recovered by selling them rather than by continued use are classified respectively under items 140 “Non current assets and disposal groups held for sale” and 90 “Liabilities associated with assets held for sale”. In order to be classified within these items the assets or liabilities (or disposal groups) must be immediately available for sale and there must be active, concrete programmes to sell the assets or liabilities in the short term. These assets or liabilities are measured at the lower of the carrying amount and their fair value net of disposal costs. Profits and losses attributable to groups of assets or liabilities held for sale are recognised in the income statement under item 280 “Post-tax profit (loss) from discontinued operations”. Profits and losses attributable to individual assets held for disposal are recognised in the income statement under the most appropriate item. 12. Provisions for risks and charges 12.1. Definition A provision is defined as a liability of uncertain timing or amount. A contingent liability, however, is defined as: a possible obligation, the result of past events, the existence of which will only be confirmed by the occurrence or (non-occurrence) of future events that are not totally under the control of the enterprise; a present obligation that is the result of past events, but which is not recognised in the accounts because: it is improbable that financial resources will be needed to settle the obligation; the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised in the accounts, but are only reported, unless they are considered a remote possibility. 12.2. Recognition and measurement criteria A provision is recognised if and only if: 96* Notes to the Separate Financial Statements there is a present obligation (legal or implicit) that is the result of a past event and it is probable that the use of resources suitable for producing economic benefits will be required to fulfil the obligation and a reliable estimate can be made of the amount arising from fulfilment of the obligation. The amount recognised as a provision represents the best estimate of the expenditure required to settle the present obligation at the reporting date and reflects the risks and uncertainties that inevitably characterise a number of facts and circumstances. The amount of a provision is measured by the present value of the expenditure that it is assumed will be necessary to settle the obligation where the effect of the present value is a substantial aspect. Future events that might affect the amount required to settle the obligation are only taken into consideration if there is sufficient objective evidence that they will occur. Provisions made for risks and charges include those for the risk attaching to any existing tax litigation. 12.3. Derecognition criteria The provision is reversed when it becomes improbable that the use of resources suitable for producing economic benefits will be required to settle the obligation. 13. Foreign currency transactions 13.1. Definition A foreign currency is a currency other than the functional currency of the entity, which is the currency of the primary economic environment in which an entity operates. 13.2. Recognition criteria A foreign currency transaction is recorded at the time of initial recognition in the functional currency applying the spot exchange rate between the functional currency and the foreign currency ruling on the date of the transaction. 13.3. Measurement criteria At each reporting date: (a) foreign currency monetary4 amounts are translated using the closing rate; (b) non-monetary items5 measured at historical cost in foreign currency are translated using the exchange rate at the date of the transaction; (c) non-monetary items carried at fair value in a foreign currency are translated using the exchange rates that existed on the dates when the fair values were determined. 4 “Monetary” items are defined as relating to determined sums in foreign currency, which is to say to assets and liabilities which must be received or paid for a determined amount in foreign currency. The defining characteristic of a monetary item is the right to receive or an obligation to pay a set or calculable number of foreign currency units. 5 See the note on “monetary” items for the contrary. 97* Notes to the Separate Financial Statements Exchange differences arising from the settlement of monetary items or from the translation of monetary items at rates different from those at which they were translated when initially recognised during the year or in previous financial statements are recognised in the income statement for the year in which they originated. Exchange rate differences arising from a monetary item that forms part of a net investment in a foreign operation of an entity that prepares financial statements are recognised in the income statement of the separate financial statements of the entity that prepares the financial statements or the separate financial statements of the foreign operation. When a profit or loss on a non-monetary item is recognised directly in equity, each change in that profit or loss is also recognised directly in equity. However, when a profit or loss on a non-monetary item is recognised in the income statement, each change in that profit or loss is recognised in the income statement. 14. Other information - Treasury shares Treasury shares if present in portfolio are deducted from shareholders’ equity. No profit or loss arising from the purchase, sale, issue or cancellation of treasury shares is recognised in the income statement. The differences between the purchase and sale price arising from these transactions are recorded in equity reserves. - Provisions for guarantees granted and commitments Provisions made on a case-by-case and collective basis to estimate possible payments to be made connected with the assumption of credit risks attaching to guarantees granted and commitments assumed are calculated by applying the same criteria as that reported for loans. These provisions are recognised within the item 100 “Other liabilities” against the item in the income statement 130d “Net impairment losses on: other financial transactions”. - Employee benefits Definition Employee benefits are defined as all forms of consideration given by an enterprise in exchange for services rendered by employees. Employee benefits can be classified as follows: short-term employee benefits (not including benefits due to employees for severance payments and benefits paid in the form of equity instruments) due entirely within twelve months after the service is rendered by employees; post-employment benefits due after the contract of employment has terminated; post-employment benefit plans subsequent to the termination of the employment contract and that is agreements whereby the enterprise provides benefits subsequent to the termination of the employment contract; long-term benefits, other than the previous, due entirely within the twelve months subsequent to the end of the financial year in which employee rendered the relative service. 98* Notes to the Separate Financial Statements Post-employment benefits and defined service provisions Recognition criteria Following the reform of supplementary pensions pursuant to Legislative Decree No. 252/2005, portions of post-employment benefit funds maturing from 1st January 2007 constitute a “defined benefit plan”. The liability relating to those portions is measured on the basis of the contributions due without the application of any actuarial methods. However, post-employment benefits maturing up until 31st December 2006 continue to constitute a “post employment benefit” belonging to the “defined benefit plan” series and as such require the amount of the obligation to be determined on an actuarial basis and to be discounted to present values because the debt may be extinguished a long time after the employees have rendered the relative service. The amount is accounted for as a liability amounting to: (a) the present value of the defined benefit obligation as at the reporting date; (b) plus any actuarial gains (less any actuarial losses) recognised in a separate reserve in equity; (c) less any pension costs relating to past service rendered not yet recognised; (d) less the fair value at the reporting date of any assets at the service of the plan. Measurement criteria As concerns the accounting treatment for actuarial gains/losses, the Bank has opted for direct recognition of these items within fair value reserves in equity. “Actuarial gains/losses” comprise adjustments arising from the reformulation of previous actuarial assumptions as a result of actual experience or from changes in the actuarial assumptions themselves. The “Projected Unit Credit Method” is used to calculate the present value. This considers each single period of service as giving rise to an additional unit of severance payment and therefore measures each unit separately to arrive at the final obligation. This additional unit is obtained by dividing the total expected service by the number of years that have passed from the time service commenced until the expected payment date. Application of the method involves making projections of future payments based on historical analysis of statistics and of the demographic curve and discounting these flows on the basis of market interest rates. The rate used for discounting to present value is calculated as the average of the swap, bid and ask rates at the measurement date appropriately interpolated for intermediate maturity dates. Stock Options/Stock Grants Stock option and stock granting plans are defined as personnel remuneration schemes where the service rendered by an employee or a third party is remunerated by using equity instruments (including options on shares). The cost of these transactions is measured at the fair value of equity instruments granted and is recognised in the income statement under item 150 “Administrative expenses a) personnel expense” on a straight line basis over the original life of the plan. The fair value determined relates to the equity instruments granted at the time of grant and takes account of market prices, if available, and the terms and conditions upon which the instruments were granted. - Segment reporting Segment reporting is defined as the manner in which financial information on an enterprise is reported by operating segment. 99* Notes to the Separate Financial Statements No segment reporting is given in this document because the separate company Annual Report for UBI Banca is published together with the consolidated annual report of the UBI Banca Group which gives that information for the Group as a whole - Revenues Definition Revenues are the gross inflow of economic benefits resulting from business arising from the ordinary operating activities of an enterprise when these inflows create an increase in equity other than an increase resulting from payments made by shareholders. Recognition criteria Revenues are measured at the fair value of the consideration received or due and are recognised in the accounts when they can be reliably estimated. The result of the rendering of services can be reliably estimated when the following conditions are met: the amount of revenue can be measured reliably; it is probable that the economic benefits arising from the transaction will flow to the company; the stage of completion of the operation as at the reporting date can be measured reliably; the costs incurred, or to be incurred, to complete the transaction can be measured reliably. Revenue recognised in return for services rendered is recognised by reference to the stage of completion of the transaction. Revenue is only recognised when it is probable that the economic benefits arising from the transaction will be enjoyed by the company. Nevertheless when the recoverability of an amount already included within revenues is uncertain, the amount not recoverable or the amount for which recovery is no longer probable is recognised as a cost instead of adjusting the revenue originally recognised. Revenue arising from the use by third parties of the company’s assets which generate interest or dividends are recognised when: it is probable that the economic benefits arising from the transaction will be received by the enterprise; the amount of the revenue can be reliably measured. Interest is recognised on an accruals basis that takes into account the effective yield of the asset. In detail: interest income includes the amortisation of any discounts, premiums or other differences between the initial carrying amount of a security and its value at maturity; arrears of interest that are considered recoverable are recognised in the item 10 “Interest and similar income”, but only the part considered recoverable. Dividends are recognised when shareholders acquire the right to receive payment. Expenses or revenues resulting from the sale or purchase of financial instruments, determined by the difference between the amount paid or received for the transaction and the fair value of the instrument are recognised in the income statement on initial recognition of the financial instrument when the fair value is determined: by making reference to current and observable market transactions in the same instrument; 100* Notes to the Separate Financial Statements by using valuation techniques which use, as variables, only data from observable markets. - Expenses Expenses are recognised in the accounts at the time at which they are incurred while following the criteria of matching expenses to revenues that result directly and jointly from the same transactions or events. Expenses that cannot be associated with revenues are recognised immediately in the income statement. Expenses directly attributable to financial instruments measured at amortised cost and determinable from the outset, regardless of the time at which they are settled, flow to the income statement by applying the effective interest rate, a definition of which is given in the section “Loans and receivables”. Impairment losses are recognised through profit and loss in the year in which they are measured. 101* Notes to the Separate Financial Statements A.3 – INFORMATION ON FAIR VALUE A.3.1 Transfers between portfolios UBI Banca performed no reclassifications of financial asset portfolios as a result of changes in the purpose or use of those assets, during both the current and the previous financial year. A.3.2 Fair value hierarchy The fair value used for measuring financial instruments is determined on the basis of criteria, listed below, which involve the use of what are termed observable or unobservable inputs. Observable inputs are parameters developed on the basis of available market data and they reflect the assumptions that market participants should use when they price financial instruments. On the other hand, unobservable inputs are parameters for which market data are not available and which are therefore developed on the basis of the best available information on the assumptions that market participants should use when they price financial instruments. Fair value determined on the basis of level 1 inputs: The measurement is based on observable inputs, i.e. prices listed on active markets for identical financial instruments to which the entity can gain access on the valuation date of the instrument. A market is defined as active when the prices quoted reflect normal market transactions, are regularly and readily available and if those prices represent actual and regular market trading. Fair value determined on the basis of level 2 inputs: The measurement is performed using methods that are used if the instrument is not listed on an active market and is therefore based on inputs that are different from those of level one. The measurement of the financial instrument is based on prices inferred from market quotations for similar assets or by using measurement techniques for which all the significant factors – credit spreads and liquidity spreads – are inferred from observable market variables. Although this is the application of a measurement technique, there is basically no element of discretion in the resulting price, because the most important parameters used are drawn from markets and the calculation methods used replicate quotations existing on active markets. Fair value determined on the basis of level 3 inputs: The measurement is performed using methods which consist of measuring unlisted instruments by employing significant inputs not inferable from markets and which therefore involve the use of estimates and assumptions made by management. The choice of the method of measuring fair value is not optional, because the methods must be applied in hierarchical order. A description of the models used is given in Part A.3 of the notes to the consolidated financial statements “Information on the measurement models used for securities and derivatives”, which may be consulted. 102* Notes to the Separate Financial Statements A.3.2.1 Accounting portfolios: distribution by fair value level F in a n c ia l a s s e t s / lia b ilit ie s m e a s u re d a t f a ir v a lu e 3 1.12 .2 0 11 Le v e l 1 1. F ina nc ia l a s s e ts he ld fo r tra ding 2. F ina nc ia l a s s e ts a t fa ir va lue 3. Ava ila ble -fo r-s a le fina nc ia l a s s e ts Le v e l 2 Le v e l 1 Le v e l 2 Le v e l 3 1,432,237 15,936 1,887,816 1,230,484 104,846 - 21,328 116,208 - 31,078 5,627,355 1,015,046 63,413 7,423,077 1,230,294 44,838 - 1. F ina nc ia l lia bilitie s he ld fo r tra ding Le v e l 3 2,067,724 4. He dging de riva tive s To ta l 3 1.12 .2 0 10 7 ,7 9 9 ,9 2 5 616,454 - 3 ,0 6 3 ,7 3 7 - 10 0 ,6 7 7 9 ,4 2 7 ,10 1 24,891 164,595 2 ,6 2 5 ,3 7 3 10 0 ,8 0 7 438,088 1,409,446 - 410,453 1,132,081 2. F ina nc ia l lia bilitie s a t fa ir va lue - - - - - - 3. He dging de riva tive s - 898,024 - - 599,874 - To ta l 4 3 8 ,0 8 8 2 ,3 0 7 ,4 7 0 - 4 10 ,4 5 3 - 1,7 3 1,9 5 5 - A.3.2.2 Annual changes in financial assets recognised at fair value (Level 3) F IN A N C IA L A S S E T S m e a s u re d a t f a ir v a lu e h e ld f o r t ra d in g 1. O p e n in g b a la n c e s 2 . In c re a s e s a v a ila b le - f o r- s a le 2 4 ,8 9 1 3 1,0 7 8 4 4 ,8 3 8 5 ,4 5 3 1,7 7 7 3 2 ,6 3 7 2.1. P urc ha s e s he dg e s - 1 - 1 - 2.2. P ro fits re c o gnis e d in: 43 1,290 833 - 2.2.1. Inc o m e s ta te m e nt 43 1,290 - - 18 752 - - - o f whic h ga ins 2.2.2. Equity 2.3. Tra ns fe rs fro m o the r le ve ls 2.4. Othe r inc re a s e s 3 . D e c re a s e s 3.1.S a le s X 833 - 5,332 X - 30,944 - 77 487 859 ( 14 ,4 0 8 ) ( 11,5 2 7 ) ( 14 ,0 6 2 ) - (92) - (2,259) - - (4,790) (124) - 3.3. Lo s s e s re c o gnis e d in: (13,580) (6,737) (335) - 3.3.1. Inc o m e s ta te m e nt (13,580) (6,737) - - - o f whic h lo s s e s (13,580) (6,628) - - 3.3.2. Equity X X (335) - 3.4. Tra ns fe rs to o the r le ve ls - - (11,289) - (736) - (55) 3.2. R e de m ptio ns 3.5. Othe r de c re a s e s 4 . C lo s in g b a la n c e s 15 ,9 3 6 2 1,3 2 8 6 3 ,4 13 - Within the increases, item 2.3 “transfers from other levels” contains the instrument ORIO Finance TV Class C securities (financial assets held for trading) and the investment in ICBPI Istituto Centrale Banche Popolari (available-for-sale financial assets), transferred to level three in compliance with the methodology described in point A.3.2. The relative interest accruing is included in item 2.4 “other increases”. Within the decreases, item 3.4 “transfers to other levels” relates to the equity investments in Siteba SpA amounting to €1.5 million and in SSB amounting to €9.8 million (measured on the basis of market parameters). The most significant losses charged to the income statement regarded the following: impairment losses on equity investments in the companies Manisa Srl amounting to €551 thousand and Medinvest International Sca amounting to €12.2 million and impairment losses on hedge funds of €486 thousand for activities held for trading; and impairment losses on hedge funds of €6.7 million for assets designated at fair value. 103* Notes to the Separate Financial Statements A.3.2.2 Annual changes in financial liabilities recognised at fair value (level 3) No financial liabilities recognised at fair value to report for UBI Banca. A.3.3 Information on “day one profit/loss” The information relates to paragraph 28 of the IFRS which concerns differences between transaction prices and the value obtained by using valuation techniques that emerge on initial recognition and that are not immediately recognised through profit and loss on the basis of paragraphs AG76 and AG76A of IAS 39. Where this type of event occurs, indication must be given of the accounting policies adopted by the bank for recognition through profit or loss of the differences that arise in this manner subsequent to initial recognition of the instrument. UBI Banca has not performed any transactions for which a difference between the transaction price and the value of the instrument obtained using internal measurement techniques has arisen on initial recognition. 104* Notes to the Separate Financial Statements Part B – Notes to the balance sheet ASSETS Section 1 Cash and cash equivalents - Item 10 1.1 Cash and cash equivalents: composition 31.12.2011 31.12.2010 a) C ash in hand 184, 014 195, 060 b) Deposits wi th centr al banks 184,014 195,060 Tot al The amount for cash and cash equivalents relates to the centralisation at the Parent of the central treasury service for all the banks of the Group. 105* Notes to the Separate Financial Statements Section 2 Financial assets held for trading - Item 20 2.1 Financial assets held for trading: composition by type Items/Amounts 31.12.2011 Level 1 31.12.2010 Level 2 Level 3 Level 1 Level 2 Level 3 A. On-balance sheet assets 1. Debt instruments 2,066,558 - 5,029 1,847,710 8,115 - 1.1 Structur ed instruments 6 - 5,029 8 8,087 - 1.2 Other debt instruments 2,066,552 - - 1,847,702 28 - 946 - 6,807 39,220 - 19,535 1,601 2. Equity instruments 3. Units in O.I.C.R. (collective investment instruments) - - 1,447 - - 4. Financing - - - - - - - - - - - - 4.1. Repur chase agreements 4.2 Other Total A - - - - - - 2,067,504 - 13,283 1,886,930 8,115 21,136 B. Derivati ve instruments 1. Financial Derivatives: 1.1 for trading 220 1,432,237 - 886 1,222,369 - 220 1,432,237 - 886 1,219,025 - 1.2. connected with the fair value options - - - - - - 1.3 other - - - - 3,344 - 2. Credit derivatives: 2.1 for trading - - 2,653 - - 3,755 - - 2,653 - - 3,755 2.2 connected wi th fair value options - - - - - - 2.3 other - - - - - - Total B Total (A+B) 220 1,432,237 2,653 886 1,222,369 3,755 2,067,724 1,432,237 15,936 1,887,816 1,230,484 24,891 Structured debt instruments classified within level 3 relate to ORIO Finance TV Class C securities for a remaining amount of €5.1 million, while equity instruments in this level include investments in Manisa Srl amounting to €3.5 million and Medinvest International Sca amounting to €3.3 million. Units in O.I.C.R.s (collective investment instruments) consist of the remaining investments in hedge funds amounting to €1.4 million. Derivatives held for trading consist of the fair value of credit default swaps connected with preference share issues and amounted to €2.6 million. Debt instruments with subordination clauses amounted to €5.1 million. As at 31st December 2010, the item “debt instruments - level 2 (deteriorated assets) included the remaining value of a Lehman Brothers bond amounting to €345 thousand (€4 million nominal). That bond was sold on 10th March 2011 for €1.04 million with a profit of €695 thousand. 106* Notes to the Separate Financial Statements 2.2 Financial assets held for trading: composition by debtors/issuers Items/Amount s 31.12.2011 31.12.2010 A. ASSETS 1. Debt instrument s a) Gover nments and central banks 2,071,587 1,855,825 2,066,452 1, 847, 628 7 - 99 2, 492 b) Other public authorities c) Banks d) Other issuers 2. Equity instrument s a) Banks b) Other issuers: - insurance companies 5,029 5, 705 7,753 58,755 - 2, 800 7,753 55, 955 - 3, 605 6,807 21, 181 946 31, 169 - - 1,447 1,601 - - a) Gover nments and central banks - - b) Other public authorities - - c) Banks - - - financial companies - non financial companies - other 3. Units in O.I.C.R. (collective invest ment inst ruments) 4. Financing d) Other Tot al A - - 2,080,787 1,916,181 1,256,890 1, 106, 638 B. DERIVATIVE INSTRUMENTS a) Banks - fair value b) Customers - fair value Tot al B Tot al ( A+B) 178,220 120, 372 1,435,110 1,227,010 3,515,897 3,143,191 107* Notes to the Separate Financial Statements 2.3 Financial assets held for trading: annual changes Debt instruments Opening balances B. Increases B.1 Purchases Equity instruments Units in O.I.C.R. Financing (collective investmen t i nstruments) Total 1,855,825 58,755 1,601 - 1,916,181 18,131,539 17,605,646 57,716 54,755 91 - - 18,189,346 1 7,660,401 B.2 Positive changes in fair value 12,852 - 18 - 12,870 513,041 2,961 73 - 516,075 (17,915,777) (108,718) (245) - (18,024,740) (16,832,283 ) (95,029) (92) - (16,927,404) (637,906 ) - - - (637,906) (13,938 ) (12,805) (153) - (26,896) - - - - - C.5 Other changes (431,650 ) (884) - - (432,534) D. Final balances 2,071,587 7,753 1,447 - 2,080,787 B.3 Other changes C. Decreases C.1 Sales C.2 Redemptions C.3 Negative changes in fair value C.4 Transfers to other portfolios Within debt instruments, item B.3 “other changes” (increases), an amount of €437.9 million relates to uncovered short positions existing at the end of the year, while item C.5, “other changes” (decreases), includes an amount of €409.3 million relating to the total uncovered short positions existing at the end of the previous year. Section 3 Financial assets at fair value - Item 30 3.1 Financial assets at fair value: composition by type 31.12.2011 Items/Amounts Level 1 1. Debt instruments 31.12.2010 Level 2 Level 3 Level 1 Level 2 Level 3 - - - - - - 1.1 Structur ed instruments - - - - - - 1.2 Other debt instruments - - - - - - - - - - - - 104,846 - 21,328 116,208 - 31,078 - - - - - - - - - - - - 2. Equity instruments 3. Units in O.I.C.R. (colle ctive investment instruments) 4. Financing 4.1 Structur ed 4.2 Other - - - - - - Total 104,846 - 21,328 116,208 - 31,078 Cost 104,846 - 21,328 116,208 - 31,078 Level one investments consisted of a hedge fund of Tages Capital SGR. The amount shown for level three relates to the residual value of non-Group hedge funds. Further information on this item is given at the foot of Table 7.1 in income statement Section 7 – “Net value change in financial assets/liabilities at fair value”, which may be consulted. 108* Notes to the Separate Financial Statements 3.2 Financial assets at fair value: composition by debtors/issuers It ems/Amounts 31.12.2011 1. Debt instrument s 31.12.2010 - - a) Gover nments and central banks - - b) Other public authorities - - c) Banks - - d) Other issuers - - - - a) Banks - - b) Other issuers: - - - insurance companies - - - financial comp anies - - - non financial comp anies - - 2. Equity instrument s - other 3. Units in O.I.C.R. (collective investment instruments) 4. Financing - - 126,174 147,286 - - a) Gover nments and central banks - - b) Other public authorities - - c) Banks - - d) Other Total - - 126,174 147,286 3.3 Financial assets at fair value: annual changes Deb t instr uments U nits in O.I.C.R. Equity inst ruments (collective invest ment inst ruments) Financing Tot al Opening balances - - 147,286 - 147,286 B. Inc reases - - 656,146 - 656,146 B.1 Purchases - - 654, 370 - 654,370 B.2 Positive changes in fair value - - 752 - 752 B.3 Other changes - - 1, 024 - 1,024 C. Decreases - - (677,258) - (677,258) C.1 Sales - - (630, 477) - (630,477) C.2 Redemptions - - (4, 790) - (4,790) C.3 Negative changes in fair value - - (17, 990) - (17,990) C.4 Other changes - - (24, 001) - (24,001) D. Final balances - - 126,174 - 126,174 The majority of the amounts for purchases and sales relate to transactions performed during the year for investments and disposals of units in the funds of UBI Pramerica SGR Spa. 109* Notes to the Separate Financial Statements Section 4 Available-for-sale financial assets - Item 40 4.1 Available-for-sale financial assets: composition by type 3 1.12 .2 0 11 It e m s / A m o u n t s Le v e l 1 1. De bt ins trum e nts 3 1.12 .2 0 10 Le v e l 2 Le v e l 3 Le v e l 1 Le v e l 2 Le v e l 3 5.347.783 908.770 6.495 7.070.459 1.074.787 1.1 S truc ture d ins trum e nts 74.873 - - 177.191 3.040 - 1.2 Othe r de bt ins trum e nts 5.272.910 908.770 6.495 6.893.268 1.071.747 6.474 2. Equity ins trum e nts 240.568 45.131 56.918 334.305 68.461 38.364 2.1 At fa ir va lue 240.568 45.131 42.640 334.305 68.461 33.668 - - 14.278 - - 4.696 39.004 61.145 - 18.313 87.046 - - - - - - 2.2 At c o s t 3. Units in O.I.C .R . (c o lle c tive inve s tm e nt ins trum e nts ) 4. F ina nc ing To ta l 5 .6 2 7 .3 5 5 1.0 15 .0 4 6 6 3 .4 13 7 .4 2 3 .0 7 7 1.2 3 0 .2 9 4 6.474 4 4 .8 3 8 Other debt instruments within fair value level three consist of two securities: €1.55 million issued by the former Banca Lombarda Preferred Capital Company and €4.9 million of Equitalia perpetual financial instruments. Item 2, “Equity instruments” – “Level 3”, includes non significant investments held for institutional purposes and for the development of commercial agreements. Instruments measured at cost are recognised at the purchase price because it is not possible to measure the fair value reliably. The main securities recognised at cost are Autostrada Pedemontana Lombarda Spa amounting to €10 million, Netinsurance Spa amounting to €2.8 million and other smaller companies amounting to €1.5 million. The main securities recognised at fair value were Istituto Centrale Banche Popolari amounting to €31 million and Unione Fiduciaria Spa amounting to €3.2 million. The securities recognised within fair value level 2 were as follows: SACBO Spa: €33.1 million; SSB Spa: €11.3 million; Siteba Spa: €700 thousand. The units in O.I.C.R.s – Level 1 relate to investments in the Polis Portafoglio Immobiliare fund amounting to €12.4 million, to the Trackers EURSTOXX50 ETF amounting to €17.1 million and to the Azimut Dividend Premium Class A fund amounting to €9.5 million. The units classified within level two relate to investments in private equity funds. 110* Notes to the Separate Financial Statements 4.2 Available-for-sale financial assets: composition by debtors/issuers 3 1.12 .2 0 11 3 1.12 .2 0 10 It e m s / A m o u n t s 1. D e b t in s t ru m e n t s 6 .2 6 3 .0 4 8 a ) Go ve rnm e nts a nd c e ntra l ba nks 8 .15 1.7 2 0 5.166.877 6.856.979 - - b) Othe r public a utho ritie s c ) B a nks 893.689 865.233 d) Othe r is s ue rs 202.482 429.508 2 . E q u it y in s t ru m e n t s 3 4 2 .6 17 a ) B a nks b) Othe r is s ue rs : 4 4 1.13 0 264.840 320.247 77.777 120.883 - ins ura nc e c o m pa nie s 2.825 2.825 - fina nc ia l c o m pa nie s 5.859 43.188 69.093 74.870 - no n-fina nc ia l c o m pa nie s - o the r - 3 . Un it s in O .I.C .R . (c o lle c tive inve s tm e nt ins trum e nts ) - 10 0 .14 9 4 . F in a n c in g 10 5 .3 5 9 - - a ) Go ve rnm e nts a nd c e ntra l ba nks - b) Othe r public a utho ritie s - - c ) B a nks - - d) Othe r - To ta l - 6 .7 0 5 .8 14 8 .6 9 8 .2 0 9 4.3 Available-for-sale financial assets: subject to specific hedging Items/Amounts 31.12.2011 31.12.2010 1. Financial assets subject to fair value specific hedge 3,467,694 5,191,588 b) price risk a) interest rate r isk - - c) currency r isk - - d) credit risk - - e) multiple r isks - - a) interest rate r isk - - b) currency risk - - 3,467,694 5,191,588 2. Financial assets subject to cash f low specif ic hedge c) other Tot al The assets subject to specific fair value hedges on interest rate risk consisted of debt instruments issued by the Italian government and by major Italian banks. The valuation of the assets in question and the relative hedging contracts resulted in the recognition of income of €2.8 million in item 90 of the income statement, “Net hedging income”. 111* Notes to the Separate Financial Statements 4.4 Available-for-sale financial assets: annual changes Debt instruments Units in O.I.C.R. Equity i nstruments (co llective inves t ment ins t ruments ) Financing Total Opening bal ances 8,151,720 441,130 105,359 - 8,698,209 B. Increases B.1 P urchases 1,438,229 1,426,121 59,080 54,826 33,485 5,641 - 1,530,794 1,486,588 B.2 P ositive changes in fair value 114 2,344 5,049 - 7,507 B.3 Reversal of impairment losses - - 1,535 - 1,535 - recognised in the income statement - - - - - - recognised in equity - - 1,535 - 1,535 B.4 T ransfers from other portfolios - - - - - 11,994 1,910 21,260 - 35,164 (3,326,901) (16,088) (157,593) (18,813) (38,695) (4,788) - (3,523,189) (39,689) (2,493,632) (124) (16,326) - (2,510,082) (801,086) (4,752) (6,718) - (812,556) - (112,862) (10,563) - (123,425) - recognised in the income statement - (112,862) (7,511) - (120,373) - recognised in equity - - (3,052) - (3,052) - - - - - C.6 Other changes (16,095) (21,042) (300) - (37,437) D. Fi nal bal ances 6,263,048 342,617 100,149 - 6,705,814 B.5 Other changes C. Decreases C.1 Sales C.2 Redemptions C.3 Negative changes in fair value C.4 Impairment losses C.5 T ransfers to other portfolios Purchases of debt instruments consisted of €1,281.7 million of investments in Italian government securities and €144.4 million of purchases of bonds issued by major banks. The effects of the economic crisis caused a decrease in the market value of debt instruments with a relative negative impact on the fair value reserve of €801 million. Debt instruments with subordination clauses amounted to €130.9 million. The only significant purchases of equity instruments related to the subscription of the Intesa Sanpaolo S.p.A. share capital increase for €54.8 million, while sales mainly regarded the following: - London Stock Exchange Group amounting to €16.6 million; Banca Cooperativa Valsabbina Scrl amounting to €1.5 million; Permicro Spa amounting to €0.7 million. Impairment losses charged to the income statement were as follows: - A2A Spa: €3.3 million Siteba Spa: €770 thousand Intesa Sanpaolo Spa: €108.8 million Details are given below of the changes that occurred in the value of the Intesa Sanpaolo Spa share. They take account of the increase in the share capital performed in 2011 for which 40,047,888 shares were subscribed at a price per share of €1.369. Number of shares 180.215.498 Price per share 1,2891 Carrying amount before Carrying amount after impairment loss impairment loss 341.089.868 Impairment loss charged to the income statement 232.315.798 (108.774.070) Purchases of units of O.I.C.R.s consisted of investments in private equity funds made during the year. Impairment losses charged to the income statement regarded the Polis Portafoglio Immobiliare fund amounting to €4.3 million and other private equity funds amounting to €3.2 million. 112* Notes to the Separate Financial Statements Section 5 Held-to-maturity investments – Item 50 – No held-to-maturity investments were recognised. Section 6 Loans to banks - Item 60 6.1 Loans to banks: composition by type Type of t ransact ion/Amounts 31.12.2011 31.12.2010 A. Loans to c ent ral banks 1. Term deposi ts - - 5 95, 884 595,521 3. Reverse r epurcha se agreements - - 4. Other - - 2,2 65, 287 6,780,853 10,2 58, 008 8,805,936 2. Compulsory reserve req uirement B. Loans to b anks 1. Current accounts and deposits 2. Term deposi ts 3. Other fina ncing: 3.1 Rever se repurchase agr eements 3.2 Finance leases 3.3 other 4. Debt instruments 4.1 Structur ed instruments 4.2 Other debt instruments 5,8 76, 975 6,055,740 5,2 91, 595 5,826,168 - - 5 85, 380 229,572 11,2 28, 136 6,186,334 4,7 05, 516 5,508,643 6,5 22, 620 677,691 Total (ca rrying amount) 30,224,290 28,424,384 Tota l ( fair value) 28,902,254 28,089,528 UBI Banca performs its lending activities mainly to the banks in the Group. The main items included the following: - current accounts and deposits with Group banks amounting to €879 million and €1.4 billion with other banks (mainly margin deposits on derivatives); term deposits – with Group banks amounting to €10 billion (€200 million with subordination clauses) and €258 million with other banks; reverse repurchase agreements – entered into with Group banks amounting to €4.8 billion and with other institutions amounting to €500 million. debt instruments – with Group banks amounting to €10.1 billion of which €330.5 million with subordination clauses and with other banks amounting to €1.1 billion. 113* Notes to the Separate Financial Statements 6.2 Loans to banks subject to specific hedging The Bank has no specific hedging contracts for loans to banks. 6.3 Finance leases The Bank has no existing loans for finance leases 114* Notes to the Separate Financial Statements Section 7 Loans to customers - Item 70 7.1 Loans to customers: composition by type 3 1.12 .2 0 11 3 1.12 .2 0 10 T yp e o f t ra n s a c t io n / A m o u n t s P e rf o rm in g D e t e rio ra t e d P e rf o rm in g D e t e rio ra t e d 1. C urre nt a c c o unt 1,202,658 231 684,791 2. R e ve rs e re purc ha s e a gre e m e nts 3,408,520 - 3,187,464 - 760,251 - 3,621,178 - 4. C re dit c a rds , pe rs o na l lo a ns a nd s a la ry ba c ke d lo a ns - - - - 5. F ina nc e le a s e s - - - - 6. F a c to ring - - - - 9,894,745 49 6,773,479 46 3. Lo ng te rm lo a ns 7. Othe r tra ns a c tio ns 8. De bt ins trum e nts 8.1 S truc ture d ins trum e nts 8.2 Othe r de bt ins trum e nts 231 426,209 - 268,932 - 227,026 - 238,789 - 199,183 - 30,143 - T o t a l ( c a rryin g a m o u n t ) 15 ,6 9 2 ,3 8 3 280 14 ,5 3 5 ,8 4 4 277 T o t a l ( f a ir v a lu e ) 15 ,6 2 2 ,9 0 5 280 14 ,6 5 2 ,4 6 3 277 UBI Banca’s lending to customers consists mainly of loans to Group member companies. The most significant amounts are listed below: - - - current accounts, which accounted for intragroup transactions amounting to 1 billion euro (of which €892 million for margin deposits on securitisation transactions). The approximately €200 million which remained related to positions with major financial institutions; reverse repurchase agreements entered into with UBI Leasing SpA amounted to €2.5 billion and those with the Cassa di Compensazione e Garanzia (central counterparty clearing) amounted to €916 billion; other transactions, which mainly regarded funding for Group member companies amounting to €9.1 billion, security deposits with Cassa di Compensazione e Garanzia Spa (a central counterparty clearing house) amounting to €458 million and interest bearing postal bonds amounting to €26 million; debt instruments, consisting of intragroup transactions amounting to €227 million (all subject to subordination clauses) and certificates of deposit amounting to €199 million. 115* Notes to the Separate Financial Statements 7.2 Loans to customers: composition by debtors/issuers 31.12.2011 Type of transaction/Amounts Perfor ming 1. Debt instrument s 31.12.2010 Deteriorat ed Performing Det eriorated 426, 209 - 268,932 - a) Governments - - - - b) Other public author ities - - - - 426, 209 - 268,932 - c) Other issuers - non fina ncial compa nies - - - - 426, 209 - 268,932 - - insurance companies - - - - - other - - - - 15,266, 174 280 14,266,912 277 - - f inanci al companies 2. Financing to: a) Governments - - - 10 - - - 15,266, 164 280 14,266,912 277 b) Other public author ities c) Other - non fina ncial compa nies 75, 651 231 59,987 231 15,070, 340 49 14,084,533 46 - insurance companies 98, 127 - 98,759 - - other 22, 046 - 23,633 - 15,692,383 280 14,535,844 277 - f inanci al companies Total 7.3 Loans to customers: assets subject to specific hedging Type of t ransact ion/Amo unts 31.12.2011 31.12.2010 1. Loans subject to fair va lue specif ic hedge: 82,389 110,60 5 b) currency risk a) interest rate r isk - - c) credit risk - - d) multiple risks - - a) interest rate r isk - - b) currency risk - - c) other - - 82,389 110,605 2. Loans subject to cash flow specific hedge: Tot al The assets subject to specific fair value hedges on interest rate risk consisted of loans to Group member companies (UBI Leasing Spa). The valuation of the assets in question and the relative hedging contracts resulted in the recognition of income of €5 thousand within item 90 of the income statement, “Net hedging income”. 7.4 Finance leases No finance leases with customers were recognised. 116* Notes to the Separate Financial Statements Section 8 Hedging derivatives - Item 80 8.1 Hedging derivatives: composition by type of hedge and hierarchical level N OMINAL AMOUNT 31.12.2011 FA IR VALUE 31.12.2011 L1 L2 A. Financial deriv ativ es NOMINAL AMOUN T 31.12.2010 FAIR VALUE 31.12.2010 L3 L1 L2 L3 - 616,454 - 11,871,024 - 164,595 - 5,493,360 1) Fai r value - 616,454 - 11, 871,024 - 164, 595 - 5,493,360 2) Cash flow - - - - - - - - 3) Foreign investments - - - - - - - - B. Credit de riv ativ es - - - - - - - - 1) Fai r value - - - - - - - - 2) Cash flow - - - - - - - - - 616,454 - 11,871,024 - 164,595 - 5,493,360 Total 8.2 Hedging Derivatives: composition by portfolios hedged and type of hedge Fai r V alue Transactions /Type of hedge Specific 1. A vailable-for-sale financial as sets Interest rate ri sk Currency risk Macro-hedge Credit risk Foreign in vestments Cash f low Price risk Specific Macro-hedge Multiple ris ks 409 - - - - X - X X 2. Loans - - - X - X - X X 3. Held-t o-mat urit y inv estments X - - X - X - X X 4. Po rtfo lio 5, Ot her transact ions Total assets 1. Financial liabilities - - - - - - X X X X X X 409 - - - - 616,045 - - X - 2. Po rtfo lio Total liabilities 616,045 - - - - X X X - - - - - X - X X - - - X - - - - - - - - 1. E xpected transactio ns X X X X X X - X X 2. Po rtfo lio of financial assets and liabilities X X X X X - X - - With regard to the details of the composition of the portfolios hedged, the item financial liabilities, includes a positive amount of €611 million for hedging derivatives on bonds and a positive amount of €5 million for hedging derivatives on intragroup deposits payable. Section 9 Fair value change in hedged financial assets - Item 90 The Bank has no contracts for macro-hedging of financial assets. 117* Notes to the Separate Financial Statements Section 10 Equity investments - Item 100 10.1 Equity investments in subsidiaries, companies subject to joint control and to significant influence: information on investments Name Registered address Percentage owned A. Companies subject to exclusive control B@nca 24-7 Spa Bergamo 100.00% Banca Carime Spa Cosenza 92.83% Banca di Valle Camonica Spa Breno (Bs) 74.24% Banca Lombarda Preferred Capital Company Llc Delaware (Usa) 100.00% Banca Lombarda Preferred Securities Trust Delaware (Usa) 100.00% Banca Popolare Commercio e Industria Spa Milano 75.08% Banca Popolare di Ancona Spa Jesi (An) 92.93% Banca Popolare di Bergamo Spa Bergamo 100.00% Banca Regionale Europea Spa Banco di Brescia San Paolo CAB Spa Banque de Dépôts et de Gestion Sa Barberini Sa BPB Funding Llc Cuneo 80.11% Brescia 100.00% Losanna (Svizzera) 100.00% Bruxelles (Belgio) 100.00% Delaware (Usa) 100.00% Bergamo 100.00% BPCI Funding Llc Delaware (Usa) 100.00% Centrobanca Spa Milano 94.27% Coralis Rent Srl Milano 100.00% BPB Immobiliare Srl IW Bank Spa Lombarda Lease Finance 4 Srl Silf Società Italiana Leasing e Finanziamenti Spa Società Bresciana Immobiliare Mobiliare - S.B.I.M. Spa Società Lombarda Immobiliare Srl - SOLIMM UBI Banca International Sa UBI Banca Private Investment Spa UBI Factor Spa Milano 65.04% Brescia 10.00% Cuneo 100.00% Brescia 100.00% Brescia 100.00% Lussemburgo 90.60% Brescia 100.00% Milano 100.00% Brescia 100.00% UBI Finance CB 2 Srl Milano 10.00% UBI Finance Srl Milano 60.00% UBI Finance 2 Srl Brescia 10.00% UBI Finance 3 Srl Brescia 10.00% Bergamo 100.00% UBI Fiduciaria Spa UBI Insurance Broker Srl UBI Lease Finance 5 Srl UBI Leasing Spa UBI Pramerica SGR Spa Milano 10.00% Brescia 80.00% Bergamo 65.00% UBI Sistemi e Servizi SCpA Brescia 70.85% 24-7 Finance Srl Brescia 10.00% Arca Sgr Spa Milano 23.12% Aviva Vita Spa Milano 50.00% Aviva Assicurazioni Vita Spa Milano 50.00% B. Companies subject to joint control C. Companies subject to significant influence By you Spa Milano 10.00% Capital Money Spa Milano 20.67% Lombarda China Fund Mangement Company Shanghai (Cina) 49.00% Lombarda Vita Spa Brescia 40.00% Polis Fondi SGRpA Milano 19.60% Prisma Srl Milano 20.00% Bergamo 35.00% Milano 50.00% SF Consulting Srl UBI Assicurazioni Spa The percentages of the voting rights held by UBI Banca Scpa are the same as the percentage interests held in each company. The percentage ownership reported for Banca Regionale Europea Spa relates to the ordinary shares held. If the privileged and savings shares are also included, then the percentage interest held is 74.94%. 118* Notes to the Separate Financial Statements 10.2 Equity investments in subsidiaries, companies subject to joint control and to significant influence: accounting information Name Total assets Total revenues Profit (Loss) Carrying amount Equity A. Companies subject to exclusive control B@nca 24-7 Spa 10,510,806 13,294,909 615,166 18,341 360,965 189,642 Banca Carime Spa 9,684,175 497,132 45,981 1,594,375 1,476,513 Banca di Valle Camonica Spa 128,955 2,077,174 97,979 728 111,820 Banca Lombarda Preferred Capital Company Llc 156,887 10,585 (31) (323) 1 Banca Lombarda Preferred Securities Trust 155,639 10,585 (80) (400) 1 Banca Popolare Commercio e Industria Spa 9,819,351 491,536 50,010 1,209,675 923,609 Banca Popolare di Ancona Spa 8,744,167 460,753 2,276 876,724 1,024,431 25,074,514 1,154,228 171,768 2,289,530 1,688,211 8,033,252 367,223 30,186 1,470,159 1,264,889 15,752,411 773,303 94,952 1,468,944 2,347,315 465,643 24,225 (6,894) 78,095 59,045 12,035 679 560 11,967 11,507 BPB Funding Llc 307,524 23,031 352 (108) 1,000 BPB Immobiliare Srl 238,387 8,405 700 236,248 163,898 Banca Popolare di Bergamo Spa Banca Regionale Europea Spa Banco di Brescia San Paolo CAB Spa Banque de Dépôts et de Gestion Sa Barberini Sa BPCI Funding Llc 116,183 9,642 37 (450) 1,000 Centrobanca Spa 10,672,079 370,760 1,225 543,791 341,418 Coralis Rent Srl IW Bank Spa Lombarda Lease Finance 4 Srl Silf Società Italiana Leasing e Finanziamenti Spa Società Bresciana Immobiliare Mobiliare - S.B.I.M. Spa Società Lombarda Immobiliare Srl - SOLIMM UBI Banca International Sa UBI Banca Private Investment Spa 9,322 13,215 (359) 1,815 400 3,195,580 129,735 2,814 46,030 74,953 191,661 3,761 (226) (71) 1 9,344 8,265 (377) 2,141 5,835 69,128 6,520 1,373 45,014 60,993 3,119 39 12 2,783 2,587 7,003,293 149,514 10,307 115,323 97,697 621,792 85,897 (1,609) 74,985 62,795 2,898,354 96,117 8,564 129,733 150,286 3,995 2,484 (186) 2,955 3,057 10 - - 10 1 656,127 568 - 10 6 UBI Finance 2 Srl 330 87 - 78 1 UBI Finance 3 Srl 207 79 - 74 1 24,868 8,859 3,594 12,111 4,123 UBI Factor Spa UBI Fiduciaria Spa UBI Finance CB 2 Srl UBI Finance Srl UBI Insurance Broker Srl UBI Lease Finance 5 Srl 5,233,425 174,156 - 10 1 10,382,757 351,325 (30,151) 298,895 125,670 UBI Pramerica SGR Spa 188,732 269,903 37,576 115,417 256,861 UBI Sistemi e Servizi SCpA 216,555 329,190 - 51,352 44,102 1,534,588 23,774 - 10 1 162,675 159,539 (3,748) 104,704 9,422 Aviva Vita Spa 4,132,700 656,600 13,100 204,683 77,772 Aviva Assicurazioni Vita Spa 2,096,641 261,200 (4,500) 96,988 59,000 12,734 40,674 1,976 3,068 902 7,981 11,264 35 3,650 1,415 UBI Leasing Spa 24-7 Finance Srl B. Companies subject to joint control C. Companies subject to significant influence Arca Sgr Spa By you Spa Capital Money Spa Lombarda China Fund Mangement Company 379,165 14,544 8,755 (1,471) 12,524 4,772 Lombarda Vita Spa 5,293,856 1,086,305 11,268 230,810 174,850 Polis Fondi SGRpA 12,883 6,102 817 8,892 2,115 Prisma Srl 1,264 1,025 41 198 23 SF Consulting Srl 7,916 8,554 151 707 63 644,733 196,974 6,490 63,331 48,831 UBI Assicurazioni Spa Total 10,889,971 There is no column for fair value in the table because the companies subject to significant influence consist entirely of companies that are not listed on active markets. 119* Notes to the Separate Financial Statements 10.3 Annual changes in equity investments 31.12.2011 A. Opening b alances 31.12.2010 13,336,899 12,183,514 B. Inc reases 187,095 1,290,602 B.1 Purchases 108 ,505 1, 192, 834 - - B.2 Reversals of impairment losses B.3 Reva luations B.4 Other changes C. Decreases C.1 Sales C.2 Impai rment losses - - 78 ,590 97, 768 (2,634,023) (137,217) (5,03 8) ( 118, 388) (2,509,60 9) (18, 435) C.3 Other changes (119,37 6) (394) D. Final balances 10,889,971 13,336,899 E. Tota l r evaluations F. Total impair ment losses - - (2,617,236) (107,627) The main purchases made include the following transactions: - Banco di San Giorgio Spa: €12.7 million; - Centrobanca Spa: €11 million - IW Bank Spa: €14.7 million - UBI Leasing Spa: €48 million - Polis Fondi SGRpa: €1.6 million - Aviva Vita Spa: €20 million Sales included: - By you Spa: €5 million - UBI Sistemi e Servizi Scpa: €38 thousand As already reported in the notes to the consolidated financial statements, the carrying amounts for equity investments are subject to systematic testing for impairment losses. In 2011, they were tested for impairment both as at 30th June 2011, for the approval of the 2011-2015 Business Plan, and as at 31st December 2011. The Management Board considered it prudent not to use the figures for the 2011-2015 Business Plan, approved in May 2011 and used for the impairment test performed as at 30th June 2011, because the assumptions underlying that plan had been formulated in an environment prior to the rapid deterioration of financial and conditions that occurred in the second half of 2011, which led to the following: a general rise in spreads, the closure of some conventional financial markets and a compression of interest rates together with competitive pressures on normal funding. This was then added to with intervention by the EBA, which issued a recommendation on 8th December 2011 concerning the capital of banks, designed to strengthen their capital position through the constitution of an exceptional and temporary capital buffer. That capital buffer, which must lead to a core tier one ratio of 9% for banks by the end of June 2012, is having repercussions on the growth of lending by banks. While the basic strategy behind the 2011 – 2015 Business Plan remains firmly in place, in the current context it no longer seemed to be a logical predictor of expected average cash flows. Therefore the 2012 budget approved by the competent bodies in February 2012 was used for measurement purposes, together with 2013 – 2016 projections based on the best estimates made by management and on the current market context. Details of the factors underlying the projections and the assumptions made are given in asset sub-section 13.3, “Impairment tests on goodwill”, in the notes to the consolidated financial statements, which may be consulted. The results of the impairment test led to the impairment losses on equity investments held in portfolio as detailed below: 120* Notes to the Separate Financial Statements Investment Banco di Brescia Spa Banca Regionale Europea Spa Banca Carime Spa Banca di Valle Camonica Spa Banco di san Giorgio Spa Centrobanca Spa IW Bank Spa UBI Leasing Spa UBI Factor Spa Ubi Banca International Sa Ubi Fiduciaria Spa Società Lombarda Immobiliare Srl - SOLIMM B@nca 24-7 Spa UBI Banca Private Investment Spa UBI Pramerica Spa TOTAL Gross impairment loss -1,003,516,000 -322,627,000 -37,751,000 -98,319,000 -22,699,000 -228,723,000 -92,326,000 -298,851,000 -9,277,000 -19,969,000 -5,456,000 -428,000 -279,041,000 -21,187,000 -69,439,000 -2,509,609,000 tax 13,798,345 1,351,886 312,111 2,906,984 127,559 274,574 75,020 117,700 675,290 954,786 20,594,255 Net impairment loss -989,717,655 -322,627,000 -37,751,000 -96,967,114 -22,386,889 -228,723,000 -92,326,000 -295,944,016 -9,149,441 -19,694,426 -5,380,980 -310,300 -278,365,710 -21,187,000 -68,484,214 -2,489,014,745 As a consequence of the decision taken by the Management Board of UBI Banca to sell its investment in Banco di San Giorgio Spa to Banca Regionale Europea Spa, which will merge that bank into itself in 2012, the remaining €113 million of the equity investment in Banco di San Giorgio Spa was reclassified within item 140 in the balance sheet – Non-current assets and disposal groups held for sale. 10.4 Commitments relating to equity investments in subsidiaries Commitments relating to the possible exercise of options Banca Popolare Commercio e Industria/Banca Carime/Banca Popolare di Ancona – banc assurance agreement with the Aviva Group: this agreement between UBI Banca and Aviva involves three call options granted to UBI on equity investments in banks (Banca Popolare Commercio e Industria, Banca Carime and Banca Popolare di Ancona) for which the trigger events are connected with the performance of the joint-venture or the termination of the distribution agreement or the exclusive distribution condition. If UBI fails to exercise the call options, Aviva will have the right from 30th September 2016 (from 1st January 2020 in the case of the investment in Banca Popolare di Ancona), to exercise a put option on the same investments at a price equal to the fair value at the time of exercise. 10.5 Commitments relating to equity investments in companies subject to joint control Commitments connected with the possible payment of further tranches of the price No commitments connected with the possible payment of further tranches of the price exist. 10.6 Commitments relating to equity investments in companies subject to significant influence Commitments relating to the possible exercise of options Lombarda Vita Spa: as part of the renewal of life banc assurance agreements with the Cattolica Assicurazioni Group concluded on 30th September 2010, the options on the respective investments in the Lombarda Vita joint venture were reformulated with purchase options only, exercisable on the basis of the occurrence of predetermined conditions. Lombarda China Fund Management Company: the partnership agreement signed between UBI Banca and Goudu Securities Banca Ltd. in the asset management sector, focused on 121* Notes to the Separate Financial Statements the Chinese market, involves a series of intersecting put/call options which can be exercised if determined trigger events occur concerning the respective investments held in Lombarda China Fund Management. Recapitalisation commitments Aviva Vita Spa: on 13th February 2012, a shareholders’ meeting of Aviva Vita passed a resolution to increase the share capital by a total of €15 million (€7.5 million attributable to UBI Banca), in order to provide a more adequate solvency margin, which could be eroded by possible fluctuations in the prices of government securities held in portfolio. It granted the Board of Directors a mandate to request the payment if the solvency margin should fall below the stability threshold of 120%. Section 11 Property, equipment and investment property - Item 110 11.1 Property, equipment and investment property: composition of assets valued at cost Assets/amounts 31.12.2011 31.12.2010 A. Asset s used in operat ions 1.1 owned 85,167 91,032 a) land 30, 011 30,011 b) buildings 39, 820 41,452 c) f urnishings 4, 964 6,553 d) electr onic eq uipment 1, 282 1,818 e) other 9, 090 11,198 1.2 ac quired through financia l leasing - - a) land - - b) buildings - - c) f urnishings - - d) electr onic eq uipment - - e) other - - 85,167 91,032 2.1 owned 490,934 500,780 a) land 241, 709 238,424 b) buildings 249, 225 262,356 2.2 ac quired through finance leases 30,555 33,095 a) land 15, 735 16,691 b) buildings 14, 820 16,404 Tot al B 521,489 533,875 Tot al (A+B) 606,656 624,907 Tot al A B. Asset s held for inv estment 11.2 Property, equipment and investment property: composition of assets at fair value or revalued The Bank has not exercised the option to designate property, equipment and investment property at fair value. 122* Notes to the Separate Financial Statements 11.3 Property, equipment and investment property for functional use: annual changes Land Buildings Electr onic equipment Fur nishings Ot her Tota l A. Gr oss opening balances 31,129 80,749 64,526 203,693 145,562 525,659 A.1 Total net reductions in value (1,118) (39,297) ( 57,973) (201, 875) (134,364) ( 434,627) A.2 Net opening balances 30,011 41,452 6,553 1,818 11,198 91,032 B. Inc reases - 9 41 602 1,980 2,632 B.1 Purchases - 1 41 601 1,980 2,623 B.2 Capitalised improvement expenses - - - - - - B.3 Reversal of impa irment losses - - - - - - B.4 Positive changes in fair value recognised in: - - - - - - a) equity - - - - - - b) income statement - - - - - - B.5 Positive exchange rate diff erences - - - - - - B.6 Tr ansfers from properties held for i nvestment - - - - - - B.7 Other changes - 8 - 1 - 9 C. Decreases - (1,641) (1,630) (1,138) (4,088) (8,497) C.1 Sales - (10) - (3) (11) (24) C.2 Depreciation - (1,630) (1,630) (1, 126) (4,077) (8,463) C.3 Impai rment losses recognised in: - - - - - - - - b) income statement - - - - - - - - - - - - a) equity - - - - - - b) income statement - - - - - - C.5 Negative excha nge rate differences - - - - - - C.6 Tr ansfers to: - - - - - - - - - - - C.4 Negative changes in fair value recognised in: - - - a) equity a) tangible assets held for investment b) assets hel d for sale - - - - - - (1) - (9) - (10) 30,011 39,820 4,964 1,282 9,090 85,167 D.1 Total net reductions in value (1,340) (41,116) ( 59,603) (188, 126) (137,423) ( 427,608) D.2 Final gross balances 31,351 80,936 64,567 189,408 146,513 512,775 - - - - - - C.7 Other changes D. Final net b alances E. Va lue at cost 123* Notes to the Separate Financial Statements 11.4 Property, equipment and investment property held for investment: annual changes 31.12.2011 Land A. Opening b alances A.1 Total net reductions in value A.3 Net opening balances B. Inc reases Buildings 262,508 526,865 (7,393) ( 248, 105) 255,115 278,760 4,084 3,251 B.1 Purchases 5 - B.2 Capitalised improvement expenses - 1, 200 B.3 Positive changes in fair value - - B.4 Reversals of impairment losses - - B.5 Positive exchange rate diff erences - - B.6 Tr ansfers from properties used in operations B.7 Other changes C. Decreases C.1 Sales C.2 Depreciation - - 4,079 2, 051 (1,755) (17,966) (600) (313) - (16, 412) C.3 Negative changes in fair value - - C.4 Impai rment losses - - C.5 Negative excha nge rate differences - - C.6 Tr ansfers to other asset portfolios: - - a) properties for use in oper ations - - - - C.7 Other changes b) non cur rent assets held for disposal (1,155) (1, 241) D. Final balances 257,444 264,045 D.1 Total net reductions in value (14,345) ( 275, 247) D.2 Final gross balances 271,789 539,292 E. Fair value 261,918 406, 534 External appraisers were appointed for impairment testing purposes to appraise the entire real estate portfolio; it found the value consistent with the carrying amounts. In this context the fair value of properties was determined on the basis of generally accepted valuation principles, by applying the following valuation criteria: - the direct comparative or market method, based on a comparison between the asset in question and other similar assets subject to sale or currently on sale on the same market or competing markets; - the income method, based on the present value of potential market incomes for a property, obtained by capitalising the income at a market rate. 124* Notes to the Separate Financial Statements Depreciation was calculated on the basis of the estimated useful life of the assets from the date on which use of the assets began. The estimated useful life for the main asset classes is given in months in the table below. Description Depreciation Useful life Land relating to properties No Not depreciated Properties - Leased properties Yes On basis of appraisal Light constructions and scaffolding Yes 160 months Furnishings sundry fixtures Ordinary office furnishings and equipment Yes Yes 120 months 100 months ATM installations Yes 96 months Safes and strong rooms Yes 80 months Machinery and sundry equipment Yes 80 months Fire fighting equipment Yes 40 months Sundry machinery, furnishings and fixtures Bullet proof counters or with bullet proof glass Yes Yes 80 months 60 months Personal Computers Yes 60 months Canteen equipment Yes 48 months Special internal communication equipment Yes 48 months Alarm systems Yes 40 months Electrical and electroni office machinery Motor vehicles Yes Yes 30 months 30 months Automobiles Yes 24 months Leased automobiles Yes Based on duration of contract 125* Notes to the Separate Financial Statements 11.5 Commitments for the purchase of property, equipment and investment property (IAS 16/74.c) Asset s / Amounts 31.12.2011 31.12.2010 A. Asset s used in operat ions 1. 1 Owned: 1,131 - land - buildings 1, 203 - - 1,131 115 - f urnishings - - - electronic equipment - 12 - other - 1, 076 - - - land - - - buildings - - - f urnishings - - - electronic equipment - - - other - - 1,131 1,203 2. 1 Owned: - - - land - - - buildings - - - - - land - - - buildings - - 1. 2 In f inance leases: Tot al A B. Asset s held for inv estment 2. 2 In f inance leases: Tot al B Tot al A+B 126* - - 1,131 1,203 Notes to the Separate Financial Statements Section 12 Intangible assets - Item 120 12.1 Intangible assets: composition by type of asset A s s e ts / a m o unts 3 1.12 .2 0 11 F in it e u s e f u l lif e A.1 Go o dwill 3 1.12 .2 0 10 In d e f in it e u s e f u l lif e F in it e u s e f u l lif e In d e f in it e u s e f u l lif e X - A.2 Othe r inta ngible a s s e ts 411 37 21,510 37 A.2.1 As s e ts m e a s ure d a t c o s t: 411 37 21,510 37 - - - - 411 37 21,510 37 - a ) Inte rna lly ge ne ra te d inta ngible a s s e ts b) Othe r a s s e ts A.2.2 As s e ts a t fa ir va lue X 521,245 - - - a ) Inte rna lly ge ne ra te d inta ngible a s s e ts - - - - b) Othe r a s s e ts - - - - To ta l 4 11 37 127* 2 1,5 10 5 2 1,2 8 2 Notes to the Separate Financial Statements 12.2 Intangible assets: annual changes O t h e r in t a n g ib le a s s e t s : in t e rn a lly g e n e ra t e d G o o d will F in it e u s e f u l lif e A . O p e n in g b a la n c e s A.1 To ta l ne t re duc tio ns in va lue A .2 N e t o p e n in g b a la n c e s B . In c re a s e s 5 6 9 ,6 9 4 In d e f in it e u s e f u l lif e F in it e u s e f u l lif e - 9 0 ,7 5 5 - (48,449) O t h e r in t a n g ib le a s s e t s : o t h e r - - 3 1.12 .2 0 11 In d e f in it e u s e f u l lif e 6 6 0 ,4 8 6 37 (69,245) - 5 2 1,2 4 5 - - 2 1,5 10 37 - - - 1 - ( 117 ,6 9 4 ) 5 4 2 ,7 9 2 1 B .1 P urc ha s e s - - - - - - B .2 Inc re a s e s in inta ngible inte rna l a s s e ts X - - - - - B .3 R e ve rs a l o f im pa irm e nt lo s s e s X - - - - - - - - - - B .4 P o s itive c ha nge s in fa ir va lue - in e quity X - - - - - - in the inc o m e s ta te m e nt X - - - - - B .5 P o s itive e xc ha nge ra te diffe re nc e s - - - - - - B .6 Othe r c ha nge s - - - 1 - C . D e c re a s e s ( 5 2 1,2 4 5 ) C .1 S a le s C .2 Im pa irm e nt lo s s e s - Am o rtis a tio n - Im pa irm e nt lo s s e s + e quity - - ( 2 1,10 0 ) - 1 ( 5 4 2 ,3 4 5 ) - - - - - - (521,245) - - (21,100) - ( 5 4 2 ,3 4 5 ) X - - (1,583) - ( 1,5 8 3 ) (521,245) - - (19,517) - ( 5 4 0 ,7 6 2 ) X - - - - - (521,245) - - (19,517) - ( 5 4 0 ,7 6 2 ) - - - - - - in e quity X - - - - - - in the inc o m e s ta te m e nt X - - - - - C .4 Tra ns fe rs to no n c urre nt a s s e ts he ld fo r s a le . - - - - - - C .5 Ne ga tive e xc ha nge ra te diffe re nc e s - - - - - - C .6 Othe r c ha nge s - - - - - + inc o m e s ta te m e nt C .3 Ne ga tive c ha nge s in fa ir va lue D . F in a l n e t b a la n c e s D.1 To ta l ne t im pa irm e nt lo s s e s E . F in a l g ro s s b a la n c e s F . Va lue a t c o s t - - (569,694) 5 6 9 ,6 9 4 - - - - 4 11 - 128* (90,345) 9 0 ,7 5 6 - 37 411 448 37 37 ( 6 6 0 ,0 3 9 ) 6 6 0 ,4 8 7 448 Notes to the Separate Financial Statements 12.3 Other information Details of the underlying reasons for the recognition of impairment losses on goodwill are given in the notes on the impairment of equity investments at the foot of table 10.3 “Annual changes in equity investments” and in the notes to the Consolidated Financial Statements under asset sub-section 13.3 – “Impairment tests on goodwill”. As a consequence, in the light of the considerations made when equity investments were tested, the goodwill recognised as at 31st December 2010 was fully impaired as follows. Company Impairment Centrobanca Spa 18,535 Banca 24/7 55,032 UBI Pramerica SGR Spa 6,851 UBI Assicurazioni Spa 30,001 Banca Popolare di Bergamo Spa 191,104 Banca Popolare Commercio Industria Spa 128,635 Banca Popolare di Ancona Spa 91,087 Total 521,245 The useful life used for calculating the amortisation of the other finite useful life intangible assets is reported below for each type of asset. 3 1.12 .2 0 11 Us e f ul lif e N e t v a lue List o f intangible assets - So ftware 36 mo nths 397 - Lo ng term co sts 80 mo nths 14 There were no contractual commitments to purchase intangible assets. 129* Notes to the Separate Financial Statements Section 13 Tax assets and tax liabilities – Asset item 130 and Liability item 80 13.1 Deferred tax assets: composition 31.12.2011 Goodwill from merger realigned Impairment losses on AFS securities Property, equipment and investment property ‐ greater IFRS depreciation 1,026,901 449,397 7,913 Impairment losses on loans to banks and customers and unsecured guarantees not deducted Provisions for personnel expense Provisions for risks and charges not deducted Goodwill on depository bank operations from group member companies Share capital increases deductible over five years Mathematical reserve for Separately Managed Pension Fund former 21.03.89 account Purchase price allocation ‐ Bonds Loan impairment losses to be deducted on a straight line basis Non‐recurring expenses not deducted Post‐employment benefits valuation 9,979 3,110 2,132 1,708 5,007 549 10 411 330 50 1,507,497 Total 13.2 Deferred tax liabilities: composition 31.12.2011 Purchase price allocation ‐ equity investments Revaluation of AFS securities Provisions for non‐performing loans ‐ non accounting impairment losses deducted Property, equipment and investment property ‐ non accounting excess depreciation deducted Purchase price allocation ‐ merger expenses Intangibles assets ‐ leased properties recognised at fair value Purchase price allocation ‐ Bonds Post‐employment benefits fund valuation 39,079 2,328 19,844 Financial assets held for trading ‐ Revaluation of equity investments under PEX regime 42 73,318 Total 130* 5,122 5,274 1,370 186 73 Notes to the Separate Financial Statements 13.3 Changes in deferred tax assets (balancing entry in income statement) 31.12.2011 31.12.2010 1. Ope ning balance 190,279 205,886 2. Increases 913,576 17,871 2. 1 Def erred tax a ssets arising during the year 908, 396 6,382 33 - b) due to changes in accounting poli cies - - c) reversals of impairment losses - - 908, 363 6,382 a) relating to previous year s d) other 2.2 New taxes or incr eases in tax rates 2.3 Other incr eases 2.4 Business combinations 3. Decreases 3.1 Deferred tax assets derecognised during the yea r - - 5, 180 11,489 - - (52,383) ( 33,478) (47, 552) (21,989) a) reversals of temporary differences (21, 895) (21,989) b) impairment losses on non-recover able items (25, 657) - c) due to changes in accounting policies - - d) other - - 3.2 Reductions in tax r ates 3.3 Other decrea ses 4. Final ba lance - - (4, 831) (11,489) 1,051,472 190,279 Deferred tax assets are recorded in the accounts on the basis of the probability of there being sufficient future taxable income and also taking into account the consolidated tax regime adopted in accordance with articles 117 et seq of Presidential Decree No. 917/86. Deferred tax assets were not recognised for impairment losses on equity investments which satisfied the requirements for “participation exemption”. For reasons that are given later in the notes, the deferred tax assets were recognised for IRES (corporate income tax) purposes only at a rate of 27.5% and not for IRAP (local production tax) purposes. The opening balance is the amount for deferred tax assets arising up until 2010 with the balancing entry in the income statement. The appreciable increase in deferred tax assets from €190,279 thousand in 2010 to €1,051,471 thousand in 2011 is due primarily to advantage having been taken of an option to realign tax accounts with statutory accounts relating to goodwill and other intangible assets recognised independently in the consolidated financial statements, in accordance with paragraphs 12 to 15 of article 23 of Decree Law No. 98 of 6th July 2011. More specifically, in return for the payment of a substitute tax of 16% (€525.6 million paid in November 2011) the deductibility of the tax amortisation on the amount subject to this tax relief (€3.285.3 million) was obtained at constant rates over ten years from 2013. Consequently, in 2011 deferred tax assets of €903,447 thousand were recognised, corresponding to the future benefit arising from the deduction of amortisation on the intangible assets subject to tax relief. However, no tax asses were recognised with respect to IRAP because as a result of the tax amortisation of goodwill and other intangible assets realigned during the year, UBI Banca will not have sufficient taxable income for IRAP purposes to allow recovery, especially when it is considered that IRAP is not included in the tax consolidation. The remaining portion of deferred IRES tax asses recognised during the year, amounting to €4,949 thousand, consisted of €33 thousand for adjustments to prior year 131* Notes to the Separate Financial Statements deferred tax assets, €1,944 thousand for provisions for risks and charges and or non deductible personnel provisions, €1,911 thousand for impairment losses on unsecured guarantees, €981 thousand for non deductible depreciation and amortisation and €81 thousand for long-term costs recognised in the current year but deductible over five years. Other increases amounting to €5,179 thousand consisted of deferred IRES tax assets on a liability for a health policy which arose against an entry recognised in equity in past years and which were recognised in the income statement in 2011, as a result of the new trade union agreement signed in September 2011, which removes the obligation to contribute to the cost of the policy for retired personnel. Deferred tax assets derecognised during the year amounted to €47,552 thousand and consisted of: €15,649 thousand from the tax amortisation of goodwill released from taxation pursuant to Art. 15, of Decree Law No. 185/2008; €5,369 thousand of deferred IRES relating to health policy payables derecognised as a result of the trade union agreement of 18.9.2011 already mentioned; €271 thousand from the use of provisions taxed in prior years; €208 thousand from the depreciation of property, equipment and investment property which became deductible during the year; €155 thousand from the valuation of bonds to which the purchase price for the 2007 merger was allocated; €102 thousand from recoveries following pension fund disbursements; €49 thousand from entertainment expenses; €46 thousand from fair value changes in hedging derivatives and the relative assets hedged and €46 thousand from the straight-line recovery of impairment losses on loans. The remaining part, amounting to €25,657 thousand, derecognised during the year because not recoverable, consisted of deferred tax assets already recognisded for IRAP purposes in the balance sheet as at 31st December 2010, for which the reasons for the initial recognition were no longer valid due to expectations of tax losses for IRAP purposes in subsequent years. Other decreases, amounting to €4,830 thousand, consisted of the adjustment of deferred tax assets recognised on the depreciation of property, equipment and investment property in prior years. 13.4 Changes in deferred tax liabilities (balancing entry in income statement) 31.12.2011 1. Ope ning balance 31.12.2010 95,606 94,352 2. Increases 1,997 1,732 2. 1 Def erred tax l iabilities arising during the year 1, 060 1,732 a) rela ting to previous years 4 - b) due to changes in a ccounting principles - - 1, 056 1,732 c) other 2. 2 New taxes or increases in tax rates - - 937 - 3. Decreases (26,563) (478) 3. 1 Def erred tax l iabilities derecognised dur ing the year (21, 859) (478) (21, 859) (478) 2. 3 Other increases a) reversa ls of temporary di fferences b) due to changes in a ccounting principles - - c) other - - - - 3. 2 Reductions in tax rates 3. 3 Other decr eases (4, 704) - 4. Final ba lance 71,040 95,606 Deferred tax liabilities are recognised on the basis of temporary differences between the financial accounting value of an asset or liability and its value for tax purposes. As concerns revaluations of equity investments which satisfied the requirements for 132* Notes to the Separate Financial Statements equity exemption, deferred taxes were recognised on the 5% taxable portion. No deferred tax liabilities were recorded on untaxed reserves, because no events occurred to remove the tax exemption regime. For reasons that are given in the commentary to Table 13.3, deferred tax liabilities were recognised for IRES purposes only at a rate of 27.5% and not for IRAP purposes. The opening balance is the amount for deferred tax liabilities arising up until 2010 with the balancing entry in the income statement. Deferred tax liabilities recognised during the year amounted to €1,060 thousand. They included €4 thousand for an adjustment to depreciation and amortisation on property, equipment and investment property and tangible assets relating to prior years and €1,056 thousand due to recognition of merger expenses as part of the purchase price allocation in 2007. Other increases, amounting to approximately €936 thousand, relate to deferred IRES tax liabilities, regarding the debt for the health policy which arose against an entry recognised in equity in past years and which was charged to the income statement during the current year, as a result of the new trade union agreement already mentioned, signed on 18th September 2011. Deferred tax liabilities derecognised during the year amounted to €21,859 thousand and consisted of: €20,595 thousand from impairment losses on equity investments to which the purchase price of the 2007 merger was allocated; €936 thousand from deferred tax liabilities relating to health policy liabilities; €138 thousand from the valuation of bonds and from depreciation charges on property, equipment and investment property to which the 2007 merger purchase price was allocated; €170 thousand from differences between statutory and tax accounting depreciation on property, equipment and investment property depreciations; and €20 thousand from impairment losses on shares held as non current assets, reclassified within the trading portfolio which had been revalued. Other decreases, amounting to €4,704 thousand, consisted of €1,933 thousand of deferred tax liabilities for IRAP purposes already recognised in the balance sheet as at 31st December 2010 for which the reasons for the original recognition are no longer valid and €2,770 thousand for adjustments to deferred tax liabilities recognised on depreciation of property, equipment and investment property in prior years. 133* Notes to the Separate Financial Statements 13.5 Changes in deferred tax assets (balancing entry in equity) 31.12.2011 31.12.2010 1. Ope ning balance 154,533 20,002 2. Increases 334,566 135,608 2. 1 Def erred tax a ssets arising during the year 334, 566 135,6 08 - - a) rela ting to previous years b) due to changes in a ccounting principles c) other 2. 2 New taxes or increases in tax rates 2. 3 Other increases 3. Decreases 3. 1 Def erred tax a ssets derecognised during the year a) reversa ls of temporary di fferences - - 334, 566 135,6 08 - - - - (33,074) (1,077) (5, 293) (1,077) (5, 293) (1,077) b) impairment losses on non-recoverable items - - c) due to changes in accounting principles - - d) other - - - - 3. 2 Reductions in tax rates 3. 3 Other decr eases (27, 781) - 4. Final ba lance 456,025 154,533 The opening balance is the amount for deferred tax assets arising up until 2010 with the balancing entry in equity. Deferred tax assets of €334,566 thousand recognised during the year consisting of €328,408 thousand for changes in the value of securities and equity investments classified as available-for-sale and €6,158 thousand for expenses incurred for the share capital increase recognised as a reduction in equity and deductible over five years. Taxes derecognised, amounting to €5,293 thousand, consisted of €3,930 thousand for the change in the value of available-for-sale securities, €1,232 thousand for expenses incurred for the share capital increase deductible in 2011 and €131 thousand for the amortisation charge on goodwill. Other decreases amounting to €27,781 thousand consisted of €22,602 thousand, for the derecognition of deferred IRAP tax assets existing as at 31st December 2010, but no longer recoverable and of €5,179 thousand of deferred IRES tax assets, relating to the health policy liability that arose with the balancing entry in equity in prior years and which was charged to the income statement in 2011. 134* Notes to the Separate Financial Statements 13.6 Changes in deferred tax liabilities (with balancing entry in equity) 31.12.2011 1. Ope ning balance 31.12.2010 8,410 28,911 2. Increases 271 2,266 2. 1 Def erred tax l iabilities arising during the year 271 2, 266 a) rela ting to previous years - - b) due to changes in a ccounting policies - - 271 2, 266 c) other 2. 2 New taxes or increases in tax rates - - 2. 3 Other increases - - 3. Decreases (6,403) (22,767) 3. 1 Def erred tax l iabilities derecognised dur ing the year (2,19 9) (22, 767) (2,19 9) (22, 767) a) reversa ls of temporary di fferences b) due to changes in a ccounting policies - - c) other - - - - 3. 2 Reduction in tax rates 3. 3 Other decr eases 4. Final ba lance (4,20 4) - 2,278 8,410 The opening balance is the amount for deferred tax liabilities arising up until 2010 with the balancing entry in equity. Deferred tax liabilities of €271 thousand recognised during the year, arose from fair value changes in securities classified as available-for-sale. Deferred tax liabilities derecognised during the year amounted to €2,199 thousand and related to changes in the value of available-for-sale equity investments. Other decreases, amounting to €4,204 thousand, consisted of €936 thousand for deferred tax liabilities on a health policy that arose with the balancing entry in equity in prior years and which was charged to the income statement in 2011 and of €3,268 thousand for deferred tax liabilities for IRAP purposes recognised in the balance sheet as at 31st December 2010 for which the reasons for the original recognition are no longer valid. 13.7 Other information Current tax assets The table below reports amounts for current tax assets. 31.12.2011 Taxes paid on account Withheld at source Tax credits for IRAP purposes Other tax credits Balance as at 31.12.2011 211,531 7,916 17,368 31,874 268,689 135* Notes to the Separate Financial Statements Current tax liabilities The table below reports amounts for current tax liabilities. 31.12.2011 Balance as at 31.12.2010 Tax provision Uses for payment of tax Other changes Balance as at 31.12.2011 277,626 733,096 (799,058) (42) 211,622 136* Notes to the Separate Financial Statements Section 14 Non current assets and liabilities and groups of assets and the associated liabilities held for disposal – Asset item 140 and Liability item 90 14.1 Non current assets and disposal groups held for sale: composition by type of asset 31.12.2011 31.12.2010 A. Single assets A.1 Financial assets A.2 Equity investments A.3 Property, equip ment and investment p roper ty - - 112, 955 - 2, 347 6,023 A.4 Intangible assets - - A.5 Other non current assets - - 115,302 6,023 B.1 Financial assets held for trading - - B.2 Financial assets at fa ir value - - B.3 Ava ilable-f or-sale financial assets - - B.4 Held-to-maturity investments - - B.5 Loans to banks - - B.6 Loans to customers - - B.7 Equity investments - - B.8 Pr operty, equipment and investment property - - B.9 Intangible assets - - Total A B. Gr oups of assets (discontinued ope rating units) B.10 Other assets - - - - C.1 Borrowings - - C.2 Securities - - C.3 Other liabilities - - - - D.1 Due to banks - - D.2 Due to customers - - D.3 Securities issued - - D.4 Fina ncial liabilities held for trading - - D.5 Fina ncial liabilities at fair val ue - - D.6 Provisions - - - - Total B C. Liabilities associated with single asset s held for sale Total C D. Liab ilities assoc iated wit h activities under disposal D.7 Other liab ilities Total D The amount for equity investments relates to the investment held by UBI Banca in Banco di San Giorgio Spa which, as part of the reorganisation of subsidiaries is about to be sold to Banca Regionale Europea Spa for the subsequent merger into that bank. Property, equipment and investment property consist of assets held for sale following agreements entered into which will be defined during the course of 2012. 137* Notes to the Separate Financial Statements 14.2 Other information There is no other significant information to report. 14.3 Information on equity investments in companies subject to significant influence not accounted for using the equity method There are no equity investments in companies subject to significant influence classified within non-current assets and groups of assets held for disposal. Section 15 Other assets - Item 150 15.1 Other assets: composition Descript ion/Amounts 31.12.2011 Balance of illiquid portf olio items 31.12.2010 - 3, 911 317,394 287, 956 Items in transit 34,725 8, 920 Debtor items in transit not yet posted to destination accounts 11,283 2, 862 Bills, securities, coupons and f ees to be debited to customers and correspondents 21,523 38, 859 Other assets - tax consoli dation Cheques drawn on the bank 3,676 23 Tax credits on withholding tax 1,822 1, 200 Stocks 3,606 3, 613 Improvements to leased assets Accrued income Prepai d expenses Sundry debtor items Tot al 138* - 92 826 827 632 730 45,897 4, 109 441,384 353,102 Notes to the Separate Financial Statements LIABILITIES Section 1 Due to banks - Item 10 1.1 Amounts due to banks: composition by type Type of tr ansaction/Amounts 31.12.2011 1. Due to central banks 2. Due to banks 6,001,500 2,219,152 18,226,630 20,370,285 2.1 1. C urrent accounts and deposits 2.2 Ter m deposits 31.12.2010 4, 444, 252 2,499,182 11, 174, 524 15,015,355 2.3 Financing 2.3.1 Repurchase agreements 2.3.2 Other 2, 599, 990 2,845,517 2, 012, 127 2,173,129 587, 863 672,388 2.4 Amounts due f or commitments to repurchase own equity instruments - - Tot al 7, 864 24,228,130 10,231 22,589,437 Fair Value 24,228,130 22,589,437 2.5 Other payables Item 1, “Due to central banks”, includes an amount of €6 billion relating to financing received from the ECB. Item 2 “Due to banks – Current accounts and deposits” includes intragroup amounts of €3.75 billion and financing from other banks of €693 million. Term deposits include financing from Group banks of €10.5 billion, deposits made by the EIB of €570 million and financing from other banks of €82 million. Repurchase agreements include 1 billion euro with Group counterparties and a further 1 billion euro relating to positions with other banks. The item “Financing – other” relates to outstanding transactions with the EIB. 1.2 Details of the item 10 “Due to banks”: subordinated liabilities Description/Amount 31.12.2011 31.12.2010 A. Due t o b anks A1 Subordinated 366,4 86 370,57 1 Subordinated liabilities due to banks related to term deposits of Banca Carime Spa. 1.3 Details of the item 10 “Due to banks”: structured debts The Bank has issued no structured debt to other banks. 139* Notes to the Separate Financial Statements 1.4 Due to banks: liabilities subject to specific hedging 31.12.2011 1. Liab ilities subject to f air value specific hedge: 31.12.2010 165,866 170, 058 165,866 170, 058 b) currency r isk - - c) multiple risks - - - - a) interest rate risk - - b) currency r isk - - c) other - - a) interest rate risk 2. Liab ilities subject to specif ic cash flow hedge: Amounts due to banks subject to specific fair value hedge against interest rate risk relate to a deposit made by Banca Carime Spa. The valuation of the underlying deposit and the relative hedging contract resulted in the recognition of income of €39 thousand within item 90 of the income statement, “net hedging income”. 1.5 Amounts due for finance leases No amounts due to banks for finance leases have been recognised. 140* Notes to the Separate Financial Statements Section 2 Due to customers - Item 20 2.1 Amounts due to customers: composition by type Type of transa ction/ Amounts 31.12.2011 1. Current accounts and deposits 31.12.2010 2,32 4,8 80 2. Term deposi ts 3. Financing 3 .1 Repurchase agreements 3 .2 Other 1 ,331,971 57 2,9 96 719,256 5,08 9,5 34 9 ,353,133 4,61 5,7 54 9 ,190,455 47 3,7 80 162,678 4. Amounts due for commitments to r epurcha se own equi ty instruments - - 3 5,4 54 18,368 Total 8,022,864 11,422,728 Fair Value 8,022,864 11,422,728 5. Other payables The most significant positions with external counterparties included: financing by means of reverse repurchase agreements consisting entirely of outstanding transactions with the Cassa di Compensazione e Garanzia (a central counterparty clearing house) and the item “Financing – other” amounting to €446 million with the Cassa Deposito e Prestiti (CDP – state controlled fund and deposit institution). 2.2 Details of item 20 “Due to customers”: subordinated liabilities Descr iption/A mount 31.12.2011 31.12.2010 A. Due t o customers Subordinated liabilities 572 ,99 6 599 ,140 Subordinated liabilities in respect of customers consist of deposits relating to preference share issues with: Banca Popolare di Bergamo Funding LLC for €302.3 million, Banca Lombarda Preferred Capital Company LLC for €155.6 million and Banca Popolare Commercio e Industria Funding LLC for €115.1 million. 2.3 Details of item 20 “Due to customers”: structured debts The Bank has issued no structured debt to customers. 141* Notes to the Separate Financial Statements 2.4 Due to customers: liabilities subject to specific hedge 31.12.2011 1. Liabilities subject to f air value specific hedge: 31.12.2010 - 121,474 a) interest rate risk - 121,474 b) currency r isk - - c) multip le risk s - - 2. Liabilities subject to specif ic cash flow hedge: - - a) interest rate risk - - b) currency r isk - - c) other - - 2.5 Amounts due for finance leases 31.12.2011 31.12.2010 Residual debt to leasing companies - within 1 year 1,3 08 - b etween 1 and 5 years 4,2 98 4,51 5 22,1 46 23,00 9 - more than 5 years 142* 1,47 1 Notes to the Separate Financial Statements Section 3 Securities issued - Item 30 3.1 Securities issued: composition by type 31.12.2011 Type of security/Amounts Car rying Amount 31.12.2010 Carrying Amount Fair Value Level 1 Level 2 Fair Value Level 3 Level 1 Level 2 Lev el 3 A. Securities 1. bonds 1.1 structured 1.2 other 27,200,141 18, 319,920 6,562,895 - 23, 367,788 15, 191,687 7,790,660 2,023,673 1, 319,435 514,327 - 2, 443,063 1, 428,438 976, 346 - 25,176,468 17, 000,485 6,048,568 - 20, 924,725 13, 763,249 6,814,314 - - - - - - - - - 2.1 structured - - - - - - - - 2.2 other - - - - - - - - 27,200,141 18,319,920 6,562,895 - 23,367,788 15,191,687 7,790,660 - 2. other securities Tot al Level one structured bonds include a convertible bond issued on 10th July 2009 with a carrying amount of €653.8 million. The item other bonds includes issuances of covered bonds amounting to €5.8 billion (the carrying amount inclusive of the fair value of the delta hedge amounting to €318.4 million was €6.1 billion). Bonds issued and fully subscribed by Group banks amounted to €4.4 billion. 3.2 Details of item 30 “Securities issued”: subordinated securities Description/Amo unts 31.12.2011 31.12.2010 A. Secur ities issued A1 Securities issued - subordinated 3,954,13 3 3, 284,768 A list of the individual positions is given in section 2 - Part F of this report which provides information on capital. 3.3 Securities issued subject to specific hedge 31.12.2011 1. Securi ties subject to specif ic fair value hedge: 31.12.2010 12 ,920,5 04 7, 538,373 12,920,504 7, 538,373 b) currency r isk - - c) multiple risk s - - - - a) interest rate risk - - b) currency r isk - - c) other - - a) interest rate risk 2. Securi ties subject to specif ic cash flow hedge: Greater use of bond issues and the performance of interest rates led to a corresponding increase in positions subject to fair value hedging on interest rates. The net fair value change on hedge contracts and the underlying securities issued generated a gain of €16 million recognised within item 90 in the income statement “Net hedging income”. 143* Notes to the Separate Financial Statements Section 4 Financial liabilities held for trading - item 40 4.1 Financial liabilities held for trading: composition by type 3 1.12 .2 0 11 T yp e o f t ra n s a c t io n / A m o u n t s 3 1.12 .2 0 10 F A IR VA LUE N OM IN A L A M OU N T L1 F A IR VA LUE L2 F A IR V A LU E* L3 N OM IN A L A M OU N T L1 L2 F A IR V A LU E* L3 A . O n - b a la n c e s h e e t lia b ilit ie s 1. Due to ba nks 325,000 335,123 - - 335,123 111,500 110,657 - - 110,657 2. Due to c us to m e rs 105,000 102,778 - - 102,778 299,500 298,606 - - 298,606 3. De bt ins trum e nts 3.1 B o nds - - - - - - - - - - - - - - - - - - - - 3.1.1 S truc ture d - - - - X - - - - X 3.1.2 Othe r bo nds - - - - X - - - - X 3.2 Othe r s e c uritie s 3.2.1 S truc ture d 3.2.2 Othe r - - - - - - - - - - - - - - X - - - - X To ta l A 4 3 0 ,0 0 0 4 3 7 ,9 0 1 - - X 4 3 7 ,9 0 1 4 11,0 0 0 - - 4 0 9 ,2 6 3 - - X 4 0 9 ,2 6 3 B . D e riv a t iv e in s t ru m e n t s 1. F ina nc ia l de riva tive s X 187 1,409,446 - X 1,190 1,132,081 - 1.1 F o r tra ding X 187 1,409,229 - X X 1,190 1,131,259 - 1.2 C o nne c te d with fa ir va lue o ptio ns X - - - X X - - - X 1.3 Othe r X - 217 - X X - 822 - X X 2. C re dit de riva tive s X - - - X - - - 2.1 F o r tra ding X - - - X X - - - 2.2 C o nne c te d with fa ir va lue o ptio ns X - - - X X - - - X 2.3 o the r X - - - X X - - - X To ta l B T o t a l ( A +B ) X 4 3 0 ,0 0 0 18 7 1,4 0 9 ,4 4 6 - X 4 3 8 ,0 8 8 1,4 0 9 ,4 4 6 - 4 3 7 ,9 0 1 X 4 11,0 0 0 1,19 0 1,13 2 ,0 8 1 - 4 10 ,4 5 3 1,13 2 ,0 8 1 - X X 4 0 9 ,2 6 3 Items 1, “Due to banks”, and 2, “Due to customers”, relate to outstanding uncovered short positions of which €210 million with Italian government securities as the underlying and €228 million with government securities of other European countries as the underlying. 4.2 Details of item 40 “Financial liabilities held for trading”: subordinated liabilities The Bank has issued no subordinated financial liabilities held for trading. 4.3 Details of item 40 “Financial liabilities held for trading”: structured debt The Bank has issued no structured financial liabilities held for trading. 4.4 Financial liabilities held for trading (excluding “uncovered short positions”): annual changes The financial liabilities held for trading by the Bank consist solely of uncovered short positions and consequently no movements in these liabilities have been presented. 144* Notes to the Separate Financial Statements Section 5 Financial liabilities at fair value - Item 50 The Bank does not have financial liabilities at fair value. Section 6 Hedging derivatives - Item 60 6.1 Hedging derivatives: composition by type of hedge and hierarchical level Fair Value 31.12.2011 L1 A. Financial deriv ativ es L2 Fair Value 31.12.2010 N OMIN AL AMOUNT 31.12.2011 L3 L1 L2 NOMINAL AMOUNT 31.12.2010 L3 - 898,024 - 4,334,863 - 599,874 - 7,343,587 1) Fai r value - 898,024 - 4,33 4,8 63 - 599,874 - 7,343,587 2) Cash flow - - - - - - - - 3) Foreign investments - - - - - - - - B. Credit de riv ativ es - - - - - - - - 1) Fai r value - - - - - - - - 2) Cash flow - - - - - - - - - 898,024 - 4,334,863 - 599,874 - 7,343,587 Total 6.2 Hedging Derivatives: composition by portfolios hedged and type of hedge Tra ns a c t i o ns / Ty p e o f he d g e F a i r V a l ue S p e c i f ic Int e re s t ra t e ri s k 1. Availab le-fo r-s ale financial as set s 2 . Lo ans C urre nc y ris k M a c ro - he d g e C re d i t ri s k F o re i g n i nv e s t me nt s C as h f lo w S p e c if i c M a c ro - he d g e M ult i p l e ri s ks P ri c e ri s k 8 8 3 ,6 10 - - - - X - X X 9 ,2 9 3 - - X - X - X X 3 . Held -t o -maturit y inves t ment s X - - X - X - X X 4 . Po rtfo lio x x x x X - X - X 5. Ot her t ransact io ns To t a l a s s e t s 1. Financial liab ilit ies 2 . Po rtfo lio To t a l li a b il i t i e s 8 9 2 ,9 0 3 - - - - X - - X - - 5,12 1 - - X - X - X X - - - - - - - - X - - - - - 1. Exp ect ed t rans act io ns 5 , 12 1 X X X X X X - X X 2 . Po rtfo lio o f financial ass et s and liab ilit ies X X X X X - X - - The amount for hedging derivatives on available-for-sale financial assets relates mainly to positions on debt instruments issued by the Italian government. Hedges on loans relate to intragroup positions with UBI Leasing Spa, while for the financial liabilities the amount for the derivatives relates to hedges on bonds. 145* Notes to the Separate Financial Statements Section 7 Fair value change in financial liabilities subject to macrohedge - Item 70 The Bank has no contracts for macro-hedging of financial liabilities. Section 8 Tax liabilities - Item 80 See Asset Section 13. Section 9 Liabilities associated with disposal groups held for sale -Item 90 See Asset Section 14. 146* Notes to the Separate Financial Statements Section 10 Other liabilities - Item 100 10.1 Other liabilities: composition De script ion / Amounts 31.12.2011 Subsi diaries Group VAT 31.12.2010 - Ba lance of illiquid portfolio items 5,412 1,424 - Other liabi lities - ta x consolida tion 243,307 352,076 Cr edit i tems in transit in departments or branches pending posting to accounts 168,785 38,378 Items in transit 30,829 2,732 Tax withheld on income paid to thir d pa rties 12,366 7,083 Dividends and sums due to shareholders 283 360 Accrued expenses 714 2,008 21,922 21,694 Def err ed income Paya bles f or educational, cultural, cha ritable and social purposes Paya bles f or guara ntees and commitments Due to personnel Residual creditor items Tot al 147* 8,879 9,253 31,734 24,898 16,339 40,602 208,030 109,427 744,612 613,923 Notes to the Separate Financial Statements Section 11 Post-employment benefit provision - Item 110 11.1 Annual changes in post-employment benefits 31.12.2011 A. Opening b alances B. Inc reases B. 1 Allocation for the year B. 2 Other changes C. Decreases C. 1 Payments made C. 2 Other changes D. Final balances 31.12.2010 38,130 40,120 2,150 3,691 1, 960 2,721 190 970 (1,453) (5,681) (1, 395) (5,215) (58) (466) 38,827 38,130 11.2 Other information The demographic and actuarial hypotheses adopted to value the post-employment benefit provision and leaving entitlements Method used as at 31.12.2011 Mortality rate Post-employment benefit advances Inflation rates Discount rates The “RGS48” tables (prepared by the State General Accounting Office) were used appropriately modified on the basis of historical data for the Group. The probability of advance payments, calculated on the basis of historical data for the Group, is 2% while the average amount requested is between 45% and 100% of the available provision. Long term forecasts of the scenario for inflation led to the use of a rate of 2%. A discount rate of 3.9573%, was used, calculated as the weighted average of the EUR Composite A curve as at 31.12.2011, using, as weights, the ratios between the amount paid and advanced for each maturity date and the total amount to be paid and advanced until the extinction of the population considered. This was performed because IAS 19 states that reference should be made to the market yields of “high quality corporate bonds”, or to yields on securities with a low credit risk. By making reference to the definition of “investment grade” securities, where a security qualifies for that classification if its rating is equal to or higher than BBB for S&P or Baa2 for Moodys, it was decided to consider only securities issued by corporate issuers with a class “A” rating with the assumption that this class identifies an average level for “investment grade” securities and thereby excludes higher risk securities. Since IAS 19 makes no explicit reference to a specific market sector for the bonds, it was decided to opt for a “composite” market curve which therefore summarises the prevailing market conditions on the valuation date for securities issued by companies belonging to different sectors, including utilities, telephone, financial, banking and industrial sectors. The area was used for the geographical area. 148* Notes to the Separate Financial Statements Method used as at 31.12.2010 Mortality rate Post-employment benefit advances Inflation rates Discount rates The “RGS48” tables (prepared by the State General Accounting Office) were used appropriately modified on the basis of historical data for the Group. The probability of advance payments, calculated on the basis of historical data for the Group, is 2% while the average amount requested is between 45% and 100% of the available provision. Long term forecasts of the scenario for inflation led to the use of a rate of 2%. A discount rate of 4.071%, was used, calculated as the weighted average of the EUR Composite A curve as at 31.12.2010, using, as weights, the ratios between the amount paid and advanced for each maturity date and the total amount to be paid and advanced until the extinction of the population considered. This was performed because IAS 19 states that reference should be made to the market yields of “high quality corporate bonds”, or to yields on securities with a low credit risk. By making reference to the definition of “investment grade” securities, where a security qualifies for that classification if its rating is equal to or higher than BBB for S&P or Baa2 for Moodys, it was decided to consider only securities issued by corporate issuers with a class “A” rating with the assumption that this class identifies an average level for “investment grade” securities and thereby excludes higher risk securities. Since IAS 19 makes no explicit reference to a specific market sector for the bonds, it was decided to opt for a “composite” market curve which therefore summarises the prevailing market conditions on the valuation date for securities issued by companies belonging to different sectors, including utilities, telephone, financial, banking and industrial sectors. The euro area was used for the geographical area. 149* Notes to the Separate Financial Statements Section 12 Provisions for risks and charges - Item 120 12.1 Provisions for risks and charges: composition Items/Amount s 31.12.2011 31.12.2010 - - 20,352 13,279 3, 437 3,709 11, 310 4,673 1. Company pension f unds 2. Other provisions for risks and char ges 2.1 litigation 2.2 per sonnel expense 2.3 other Tot al 5, 605 4,897 20,352 13,279 12.2 Provisions for risks and charges: annual changes Pension funds Ot her provisions Total A. Opening b alances - 13,279 13,279 B. Inc reases - 8,056 8,056 B.1 Allocation for the year - 8,035 8,03 5 B.2 Changes due to passage of time - 21 21 B.3 Changes due to changes in discount rate - - - B.4 Other changes - - - B.5 Business comb inations - - - C. Decreases - (983) (983) C.1 Use for the year - (1 60) (160) C.2 Changes due to changes in discount rate - (8) (8) C.3 Other changes - (8 15) (815) C.5 Business comb inations - - - D. Final balances - 20,352 20,352 The most significant changes regarded provisions of €6.6 million for future personnel expense and provisions of €1.4 million for litigation and disputes in progress. 12.3 Defined benefit company pension funds There are no defined benefit company pension funds. 12.4 Provisions for risks and charges - other provisions Items/Components 31.12.2011 31.12.2010 Other provisions for risks and charges 1. Provision for revocation ri sks - 2. Provision for adjustments on interest, commissions and expenses - - 3. Provision for bonds in default - - 4. Other provisions for ri sks and charges Tot al 150* - 5,605 4,897 5,605 4,897 Notes to the Separate Financial Statements Contingent liabilities 31.12.2011 For personnel litigation For tax litigation For other litigation Tot al 245 88,470 2,484 91,179 The liabilities regulated by IAS 37, characterised by the absence of certainty over the timing or the amount of future expense required to settle presumed liabilities, can be classified as being of two types: probable liabilities; contingent liabilities (possible or remote). The correct identification of the nature of liabilities is of fundamental importance because it determines whether or not the risk deriving from an obligation must be recognised in the financial statements. The recognition of a provision for risks and charges in the financial statements represents a probable liability of uncertain timing or amount6 and the amount recognised in the accounts represents the best estimate of the expenditure required to settle the obligation existing as at the reporting date and reflects the risks and uncertainties that inevitably characterise a number of different facts and circumstances. The amount of a provision is measured by the present value of the expenditure that it is assumed will be necessary to settle the obligation where the effect of the present value is significant. Future events that might affect the amount required to settle the obligation are only taken into consideration if there is sufficient objective evidence that they will occur. The measurement of provisions is periodically reviewed to verify that they are reasonable. The general and theoretical legal parameters which govern the process of determining the present value of provisions, which is performed for each single case of litigation and for the relative residual life, are given below: • type/nature of the litigation, to be assessed in the light of the legal claims formulated by the counterparty. Various “macro-families” are identifiable in this respect such as corporate litigation, labour law cases, financial intermediation litigation, litigation generically definable as compensation for damages (resulting from non performance of contract obligations, illegal actions, violation of regulations) etc.; • degree of “innovation” in the litigation, to be assessed by considering whether the issues turn on matters already known and “weighed” by the Bank or on completely new matters which therefore require study (e.g. resulting from a change in the legislation or in legal orientations); • degree of “strategic importance” of the litigation to the bank: for commercial reasons the Bank might for example decide to end a case very rapidly even if it had grounds of defence that would allow it to resist in court for a long time; 6 Details of the criteria for recognising provisions are given in Part A.2 of the notes to the financial statements “The main items in the financial statements”, section 12 “Provisions for risks and charges”, which may be consulted. 151* Notes to the Separate Financial Statements • average length of litigation, to be weighted taking account of geographical factors, which is to say the location of the jurisdiction in which the case is tried and the state of progress of the trial. In this respect a decision must be taken on the source of the statistics from which data is obtained and assistance can be obtained from the lawyers who represent the Bank in litigation and who have direct knowledge of the jurisdictions concerned for each case; • the “nature” of the counterparty (e.g. a private individual or a legal entity, a professional operator or not, a consumer or not, etc.). A contingent liability is defined as: a possible obligation, the result of past events, the existence of which will only be confirmed by the occurrence or non-occurrence of future events that are not totally under the control of the enterprise; a present obligation that is the result of past events, but which is not recognised in the accounts because: it is improbable that financial resources will be needed to settle the obligation; the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised in the financial statements but are only reported, unless they are considered a remote possibility. In the latter case, in compliance with IAS 37, no information is given on them in the notes to the financial statements. Amounts for contingent liabilities are also subject to periodic verification because it is possible that events may occur which make them remote or probable with the possible need, in the latter case, to make a provision for them in the financial statements. As already reported, UBI Banca is classed as a “large taxpayer” on the basis of the parameters set by tax authority directive No. 54291 of 6th April 2009. These companies are subject to more stringent inspection by the authorities and “tutelage” was also commenced, which on the basis of the policy as known, will provide taxpayers of large dimensions with constant assistance and supervision of their operations. In this context, as already reported, UBI Banca was subject in 2009 to inspection for the tax years 2004-2005-2006 by the regional tax authorities for Lombardy – Large Taxpayers Office. As a result an allegation was made of a failure to apply withholding taxes on interest paid to foreign subsidiaries on deposits of those subsidiaries, which had been reclassified by the inspectors as financing, in a context of “preferred share” transactions. These were complex transactions designed to strengthen capital performed in 2001 with the specific authorisation of the Bank of Italy. Since the question involves more than one year, notices of tax assessment for 2004, 2005 and 2006 have been received so far (the last was served on 18th July 2011). Appeals have been lodged for all years with Tax Commission of the Province of Milan after an order granting temporary suspension of collection was granted on 2nd December 2010 and a hearing was held for the year 2004 on 30th June 2011. On 22nd December 2011 section 35 of the Tax Commission of Milan rejected the appeal presented by UBI Banca relating to 2004, based on the statements made by the Bank of Italy for supervisory capital purposes, rather than on the more appropriate provisions of the Italian Civil Code or tax legislation. Moreover, that same commission held that fines were not due because of the objective uncertainty surrounding the regulations. With regard to that litigation in question, in the light, amongst other things, of detailed expert opinions received, the risk of losing is considered unlikely and more specifically it is held that the objective legal basis of the appeal will be recognised in the courts. As concerns on the other hand, the litigation arising from the notice of tax assessment received in 2008 and concerning the contribution of company operations performed in 2003 by BPU Banca (now UBI) to Immobiliare Serico, a ruling was issued in October 2009 by the 152* Notes to the Separate Financial Statements Tax Commission of the Province of Bergamo fully in favour of the Bank. The tax authorities appealed against this ruling before the Regional Tax Commission of Lombardy. On 9th June 2011 the latter rejected the appeal of the authorities confirming the ruling appealed against. In May the Swiss tax authorities rejected the appeal made by UBI Banca and Banque de Dépôts et de Gestion against a demand concerning the failure by BDG to apply a withholding tax of 15% on dividends paid in the years 2006-2008 to its parent, UBI Banca, because in the opinion of the Swiss authorities, as a co-operative UBI Banca is not entitled to the exemption allowed, in accordance with the “Parent-subsidiaries” Directive, for joint stock companies. Since it is held, on the contrary, that grounds exist in the case in question for the application of the parent-subsidiary directive in question, a further appeal was lodged against the decision in the competent Federal Administrative Court. That court rejected the appeal in January 2012. The litigation regards a sum of €1.59 million in addition to tax credits recognised by the Swiss tax authorities worth approximately €2 million. UBI Banca will assess the action to be taken for the subsequent years in the light of studies currently in progress in order to see its right to refunds or tax relief upheld, partly in the light of the bilateral Italian-Swiss Convention. On 23rd June 2011 a general tax inspection commenced regarding income tax for the tax year 2008 conducted by the Bergamo tax unit of the Guardia di Finanza. At present the inspection has been suspended indefinitely to allow the inspectors to co-ordinate their work with the Regional Department of the tax authorities. On 28th November 2011, UBI Banca was served with a notice of assessment and notified of fines imposed for corporate income taxes relating to 2003 for a total of €47,138 thousand (of which €17,986 thousand for increased corporate income tax, €3,970 thousand for interest and €25,181 thousand of fines). This notice resulted from a tax assessment report received by the bank on 8th July 2010, which contained one irregularity only that was fully reproduced in the notice of assessment. Very briefly, with regard to the contributions of banking operations made by BPB-CV Scrl in June 2003 to the newly formed BPB Spa and BPCI Spa (as part of the operation which gave rise to the BPU Banca Group), the full deduction of the provisions for risks and charges taxed separately by the contributor (BPBCV Scrl) was contested, because the tax authorities considered that, on the contrary, those provisions should have been deducted in subsequent years by the contributing companies (BPB and BPCI). The above tax assessment report gave rise to criminal proceedings (fiscal offence of inaccurate income tax returns) against the legally authorised representative of BPU Banca, when the tax returns for 2003 were filed. The case was closed on 21st July 2010 with an order for no further action by the Criminal Court of Bergamo, both because of the absence of specific intent and because the statute of limitations applied to the alleged offence. The assessment was performed as a result of Ruling No. 247 of 25th July 2011 of the Constitutional Court, which doubled the length of the assessment period for fiscal offences, even if the ascertainment of the criminal offence occurs when the ordinary assessment period has expired. This issue is subject to broad debate, which is still in progress. In the case in question, the inspection relating to 2003 took place well after the time limit pursuant to article 43 of Presidential Decree No. 600/1973 had expired. On 6th December 2011, UBI Banca filed an application for tax assessment by consent in relation to the notice of assessment, the procedures for which are still in progress. On 12th December 2011, UBI Banca as the consolidating company and the Large Taxpayers Office of the Lombard Regional Department of the tax authorities, signed a legal reconciliation agreement in order to reduce the litigation concerning a series of appeals relating to 2004, presented by UBI Banca and some of the consolidated companies (Banco di Brescia, UBI Leasing, Grifogest SGR and Banca Lombarda Private Investment). An increased payment resulted from that agreement totalling approximately €744 thousand compared to an original demand of approximately €4 million, for which appropriate provisions had been made. The payment documentation is expected from the competent authorities. 153* Notes to the Separate Financial Statements Further tax litigation also exists, relating mainly to the years running from 1976 to 1985. These consist of cases pending before the Central Tax Commission, for most of which favourable decisions were already given in 2010 and 2011, some of which are final judgements and some of which, in the absence of an appeal to the Supreme Court of Cassation by the authorities who have lost, it is considered will become final judgements. They are based on the deductibility criteria for IRPEG (former corporate income tax) and ILOR (former local income tax) purposes of various expense items, because they relate specifically to assets from which income and proceeds subject to taxation is derived. They are also based on the non taxability for IRPEG and ILOR purposes of interest due to the tax authorities on tax credits, in the light of legislation in force at the time (prior to the Consolidated Income Tax Act, pursuant to Presidential Decree No. 917/1986) as well as on the non applicability of the withholding tax pursuant to Art. 26, paragraph 3 of Presidential Decree No. 600/1973 on interest paid by foreign banks to Italian banks relating to deposits and current accounts held by the latter on their own account with the former. Section 13 – Redeemable shares No shares have been issued with redemption rights. Section 14 – Equity - Items 130, 150, 160, 170, 180, 190 and 200 14.1 “Share capital” and “Treasury shares”: composition 31.12.2011 Number of ordinary shar es with nominal value in eur o per share Number of treasury shares with nominal value in eur o per share 154* 31.12.2010 901,746,759 639, 145,902 2. 50 2.50 1,200,000 - 2. 50 - Notes to the Separate Financial Statements 14.2 Share capital - Number of shares: annual changes It ems/Ty pe Ordinary A. Shar es existing at the beginning of t he year Other 639,145,902 - 639 ,145,9 02 - - not fully paid up - - A.1 Treasury shares (-) - - B.2 Outst anding shares: init ial number 639,145,902 - B. Inc reases 262,600,857 - 262 ,600,8 57 - 262 ,600,8 57 - - f ully paid up B.1 New issues - b y payment: - busi ness comb inations - conversion of bonds - exercise of warrants - other - f ree of charge: - - 6 04 - 19,3 09 - 262 ,580,9 44 - - - - in favour of employees - - - in favour of di rectors - - - other - - B.2 Sale of treasury shares - - B.3 Other changes - - (1,200,000) - - - C. Decreases C.1 Cancellation C.2 Purchase of treasury shares C.3 Company disposal oper ations C. 4 Other changes D. Out st anding shares: c losing balances D.1 Trea sury shares (+) D.2 Shares outstand ing at the end of the year - f ully paid up - not fully paid up 155* (1,20 0,000) - - - - - 900,546,759 - 1 ,200,0 00 - 901 ,746,7 59 - 901 ,746,7 59 - - - Notes to the Separate Financial Statements 14.3 Share capital: other information UBI Banca ordinary share 2009/2011 warrants On 9th May 2009, an ordinary shareholders’ meeting of UBI Banca approved an increase in the share capital in tranches for a maximum nominal amount of €79,893,237.50 by the issue of up to 31,957,295 ordinary shares with a nominal value of €2.50 each and regular dividend entitlement corresponding to that of the UBI Banca shares outstanding at the time of the issue, in order to service the issue of 639,145,900 warrants “Warrant azioni ordinarie UBI Banca 2009/2011”. The warrants were allotted free of charge to the shareholders of the Bank on 18th May 2009 on a basis of one warrant for each UBI share held. The warrants granted shareholders or their assignees the right to subscribe one share for every 20 warrants held at a price of €12.30 (which then became €11.919 in application of Art. 7 of the regulations). The holders of the warrants could exercise their rights to subscribe for a period of 30 calendar days from 1st June 2011 until 30th June 2011. Information on warrant conversions performed during the year is given in the table on the following page where a summary is given of all the movements in shares. Convertible bond issue “UBI 2009/2013 convertibile con facoltà di rimborso in azioni” On 18th June 2009, the Management Board of UBI Banca, following the decisions taken on 27th May 2009 and in implementation of the authorisation granted by an extraordinary shareholders’ meeting of 9th May 2009, approved the final conditions for the convertible bond “UBI 2009/2013 convertibile con facoltà di rimborso in azioni”, offered as a rights issue to the shareholders of UBI Banca. The issuance of the convertible bonds was performed for a total nominal amount of €639,145,872, through the issue of 50,129,088 convertible bonds for a nominal amount of €12.75 each, offered as a rights issue to the shareholders of UBI Banca at a ratio of four convertible bonds for every 51 ordinary shares of UBI Banca possessed. The issue price of each convertible bond was €12.75. The convertible bonds confer the right on the holders to the payment of a fixed coupon equal to 5.75% gross per annum of the nominal amount of the convertible bonds to be paid annually and which will have a term running from 10th July 2009 until 10th July 2013. The Management Board also decided to increase the share capital at the service of the convertible bonds by a maximum amount of €639,145,872 through the issue of a maximum of 255,658,348 ordinary shares of UBI Banca, with a nominal value of €2.50 each, normal dividend entitlement and having the same characteristics of the ordinary shares of UBI Banca outstanding on the date of issue. As concerns the conversion and redemption rights attaching to the convertible bonds, when 18 months have elapsed since the issue date of the convertible bonds: • bondholders have the right to convert the convertible bonds into UBI Banca shares at a ratio of one ordinary share for every one convertible bond held. If the conversion right is exercised, UBI Banca shall have the right to pay a sum of money in place of the shares, not less than the nominal amount of the bonds, calculated on the basis of the stock market share price of the UBI Banca shares; • UBI Banca has the right to call the convertible bonds by payment in cash and/or in UBI Banca shares, with the addition of a premium equal to 10% of the nominal amount of the convertible bonds. 156* Notes to the Separate Financial Statements Further details of UBI Banca’s redemption rights are given in “Part A. Accounting policies – Section 4 – Other aspects”, which may be consulted. The convertible bonds shall be redeemed at par on the maturity date. UBI Banca shall have the right to perform the redemption by payment in cash and/or ordinary shares of UBI Banca, in an amount not less than the nominal value of the convertible bonds. Also, with regard to the conversion right, UBI Banca has set a cap on the value of its share at €12.80, above which, redemption of the liability will be performed by repayment in shares. With regard to conversions performed during the year, details of all the movements in shares is given in the table below, Share capital increase and repurchase of treasury shares An operation to increase the share capital was performed in 2011. The management report may be consulted for a description of the details and stages by which the operation was implemented. Details of changes in the number of shares, in the share capital and in the share premiums that occurred in 2011 are given below. (Amounts in euro ) Date Reason 31.12.2010 3.3.2011 Bond conversion February 2011 3.6.2011 Bond conversion May 2011 Number of shares Share capital Share premium reserve 639,145,902 1,597,864,755 7,100,378,060 268 670 2,747 96 240 984 242,331,448 605,828,620 316,969,534 24.6.2011 Exercise of rights for share capital increase 24.6.2011 Allocation of expenses incurred for share capital increase -22,393,614 Tax effects of expenses for share capital increase 6,158,244 5.7.2011 Bond conversion June 2011 5.7.2011 Sale of unexercised option rights 7.7.2011 Conversion of warrants June 2011 11.7.2011 18.7.2011 240 600 2,460 2,126,197 19,309 48,273 181,872 Exercise of unexercised rights 5,706,984 14,267,460 7,464,735 Subscription by the syndicate 14,542,512 36,356,280 19,021,606 901,746,759 2,254,366,898 7,429,912,824 31.12.2011 Repurchases of treasury shares were made in 2011 in relation to personnel incentive schemes. (Amounts in euro) Date Reason Number of shares Share capital Share premium reserve Equity 15.7.2011 Incentive scheme treasury share repurchase -500,000 -1,250,000 -552,200 -1,802,200 18.7.2011 Incentive scheme treasury share repurchase -700,000 -1,750,000 -818,090 -2,568,090 31.7.2011 Expenses for repurchase of treasury shares -5,000 -5,000 -1,375,290 -4,375,290 -1,200,000 157* -3,000,000 Notes to the Separate Financial Statements 14.4 Reserves of profits: other information 31.12.2011 Legal reserve 31.12.2010 544,428 Reserve under Art. 22 Legislative Decree No. 153/1999 Extraordinary reserve Reserve for the purchase of own shares Taxed profit reserve Reserve under Art. 13 c.6 Legislative Decree No. 124/199 Reserve under Art. 6 Legislative Decree No. 38/2005 Reserves of profits for ACT - health policy Retained earnings Reserves of profits 516,056 36,494 36,494 864,222 715,872 69,703 64,203 4 4 762 762 10,939 6,840 2,267 - 20 15 1,528,839 1,340,246 31.12.2011 31.12.2010 Reserve for valuation of equity accounted investees 12,153 12,153 Reserve for reversal of prior year depreciation and amortisation 61,649 61,649 Reserve under art. 7 c. 2 Law No. 218/1990 75,213 75,213 Reserve pursuant to Art. 7 c. 3 Law No. 218/1990 71,885 71,885 Reserves for transactions under common control -4,707 -4,754 Reserves for supplementary pension reforms -3,618 -3,618 Other reserves 20,230 20,104 232,805 232,632 Other reserves 158* Notes to the Separate Financial Statements The summary table below gives the origin, the availability for use and distribution of the items of equity (figures given to one hundredth of a euro) in compliance with Art. 2427, paragraph 1, No. 7 bis of the Italian Civil Code. Amount as at 31.12.2011 Amount available Possibility of use Tax constraint (1) A) SHARE CAPITAL Share capital 2,254,366,897.50 512,559,822.43 B) CAPITAL RESERVES Share premium reserve 7,429,912,823.95 7,429,912,823.95 AB (2) 142,676,307.98 B) RESERVES OF PROFITS Legal reserve 544,428,251.06 544,428,251.06 B (3) Extraordinary reserve 864,221,584.35 864,221,584.35 ABC 36,494,083.45 36,494,083.45 ABC 69,703,000.00 65,327,710.00 ABC 762,160.51 ABC Reserve under Art. 22 Legislative Decree No. 153/1999 Reserve for the repurchase of treasury shares Reserve under Art. 13 C. 6 Legislative Decree No. 124/93 762,160.51 Reserves unavailable pursuant to Art. 6 Legislative Decree 10,938,946.51 No. 38/2005 762,160.51 Reserves of profits for ACT ‐ health policy 2,266,865.22 Other reserves of profits and retained earnings 24,199.25 24,199.25 ABC 12,152,680.05 Reserve for reversal of prior year depreciation and 61,649,339.66 amortisation (5) 12,152,680.05 AB 12,152,680.05 61,649,339.66 ABC 61,649,339.66 C) OTHER RESERVES Reserve for valuation of equity‐accounted investees Reserve pursuant to Art. 7 c. 2 Law No. 218/1990 (5) Reserve pursuant to Art. 7 c. 3 Law No. 218/1990 75,213,372.10 75,213,372.10 AB (4) 65,769,618.41 71,884,949.60 71,884,949.60 AB (4) 71,884,949.60 20,229,852.80 20,104,415.38 ABC 1,844,167.38 1,844,167.38 AB (4) 1,844,167.38 27,453,137.73 AB 27,453,137.73 Reserves for transactions under common control ‐4,706,537.71 Reserves for supplementary pension reforms ‐3,618,366.73 Other reserves D) FAIR VALUE RESERVES Revaluation reserve Law No. 350/2003 Fair value reserve ‐ available‐for‐sale financial assets Fair value reserve – adoption of fair value in place of cost (5) Reserve for actuarial gains/losses on post‐employment benefit provision Other fair value reserves E) Treasury shares TOTAL Profit Total equity as at 31st December 2011 ‐1,145,740,284.96 27,453,137.73 ‐1,980,563.37 ‐242,544.13 ‐4,375,290.00 10,322,882,724.22 9,211,472,874.47 896,752,183.75 ‐2,713,053,965.45 7,609,828,758.77 A = for increase in the share capital B = to cover losses C = for distribution to shareholders (1) Amounts on which tax is deferred (2) Following the merger with Banca Lombarda Piemontese, the share premium reserve increased by €5,790,132,233.70 (of which €4,096,625,123 recognised following the merger of Banca Lombarda e Piemontese, relating to revaluations of the carrying amounts of the merged bank and to the recognition of goodwill following the allocation of the purchase price). In consideration of the lack of clarity in the legislation over whether the reserve that arose following the merger transaction recognised in the accounts in accordance with IFRS 3 is available for distribution to shareholders, the following is considered distributable: a) only the pre‐existing portion amounting to €1,310,245,825.91; b) the portion set aside following the increase in the share capital that occurred in 2011, amounting to €329,534,764.34. It therefore follows that the amount distributable is €1,639,780,590.25. 159* Notes to the Separate Financial Statements (3) Only that part of the reserve which exceeds one fifth of the share capital is available, even for increasing the share capital and for distribution (Art. 2430, paragraph 1, Italian Civil Code). (4) Distribution to shareholders is dependent on compliance with the provisions of paragraphs 2 and 3 of Art. 2445 of the Italian Civil Code. If it is used to cover losses, no distribution can be made until the reserve has been replenished. (5) The “Value realignment reserve” under Law No. 266/2005 with taxation deferred amounting to a total of €90,607,559.00 consisted of €27,453,137.73 recognised in the “Fair value reserve – adoption of fair value to replace cost”, €61,649,339.66 in the “Reserve for reversal of prior year amortisation and depreciation” and €1,505,081.61 in the "Reserve under Art. 7, Par. 2, Law No. 218/90". When a dividend was distributed for the financial year 2008 an amount of €273,579,193.83 was drawn from the extraordinary reserve. Other information 1. Guarantees granted and commitments Tra nsactions 31.12.2011 1) Guarantees granted of a f inancial nature a) Banks b) Customers 2) Guarantees granted of a commercia l nature a) Banks b) Customers 3) Irrevocable commitments to pay funds a) Banks i) of certain use ii) of uncertain use b) Customers i) of certain use ii) of uncertain use 31.12.2010 12 ,083,7 62 14, 777,46 2 10 ,300,1 08 13, 713,14 5 1 ,783,6 54 1, 064,31 7 3 ,911,8 98 4, 791,91 5 3 ,811,3 12 4, 605,63 8 100,5 86 186,27 7 296,5 40 164,00 0 256,7 66 111,24 5 256,7 66 111,24 5 - - 39,7 74 52,75 5 39,7 74 52,75 5 - - 4) Commitments underlying credit derivatives: protection sales - - 5) Assets pledged to guarantee obligations to third parties - 198,90 0 6) Other commitments Tot al 8 ,617,4 86 12, 239,57 3 24,909,686 32,171,850 Guarantees granted of both a financial and a commercial nature and commitments to disburse funds are attributable almost totally to the increase in this type of operation by UBI Banca to support the operations of the network banks and Group companies. 160* Notes to the Separate Financial Statements 2. Assets pledged to secure own liabilities and commitments Port folios 31.12.2011 31.12.2010 1, 137, 977 1. Financial assets held for tradi ng 2. Financial assets at fair value 3. Availa ble-f or-sale financial assets - - 4, 585, 666 7,889,566 - - 2, 249, 972 1,876,184 199, 183 - - - 4. Held-to-maturi ty investments 5. Loans to banks 1,821,624 6. Loans to customers 7. Property, equi pment and investment property The financial assets contained in the table relate to own securities pledged to guarantee liabilities and commitments of the Bank as follows: Portfolios To guarantee Own securities Liabilities or commitments issued by third parties Financial assets held for trading: Repurchase agreements Financial assets for-sale: Bank of Italy advances 1,058,287 Repurchase agreements 3,490,868 Issue of bankers' drafts 8,425 issued by banks in the group 1,137,977 Collateralised interbank market 5,616 Other transactions 22,470 4,585,666 Loans to banks: 1,111,058 Repurchase agreements 1,138,914 Bank of Italy advances Loans to customers 199,183 Repurchase agreements In addition to the assets reported above, securities acquired through reverse repurchase agreements were also pledged as guarantees as follows: To guarantee Liabilities or commitments Nominal amount of securities issued by third parties Bank of Italy advances 161* issued by group banks and companies 431,800 9,142,850 431,800 9,142,850 Notes to the Separate Financial Statements 3. Information on operating leases No operating lease contracts were entered into. 4. Management and intermediation on behalf of third parties Type of services 31.12.2011 1. Execut ion of or ders on behalf of c ustomer s a) purchases 1,175, 128 1. settled 1,173, 534 2. not settled 1, 594 b) sales 871, 003 1. settled 869, 244 2. not settled 1, 759 2. Por tfolio managements - a) individual - b) collective - 3. Custody and administrat ion of secur ities management) - 1. securities issued by the reporting bank - 2. other securities - b) secur ities of third par ties held on deposit (not including portfolio mana gement): other 1. securities issued by the reporting bank 84,210, 827 8,855, 746 2. other securities 75,355, 081 c) securiti es belonging to third parties, deposited with third parties 71,942, 435 d) own secur ities deposi ted with thir d parties 23,295, 689 4) Other transac tions 18,341,147 162* Notes to the Separate Financial Statements Part C – Notes to the Income Statement Section 1 Interest - Items 10 and 20 1.1 Interest income and similar: composition Items / Type De bt instr uments Financing Other t ransact ions 2011 2010 1. Financial assets held for tradi ng 3 9,138 - - 39,138 28,589 2. Availa ble-f or-sale financial assets 32 7,705 - - 327,705 286,966 3. Held-to-maturi ty investments 4. Loans to banks - - - - - 22 3,467 307,938 - 531,405 337,679 151,397 1 4,851 222,410 - 237,261 6. Financial assets at fair value - - - - - 7. Hedging deriva tives X X - - - 5. Loans to customers X 8. Other assets Total 605,161 X 530,348 402 402 940 402 1,135,911 805,571 1.2 Interest income and similar: hedging differentials There was no interest income from differentials on hedging transactions to report. 1.3 Interest and similar income: other information 1.3.1 Interest income on financial assets held in foreign currency Ite ms 2011 Interest i ncome on financial assets held in f oreign currency 2010 6,0 49 8 ,018 1.3.2 Interest income on finance lease transactions No interest income on finance lease transactions was recognised. 163* Notes to the Separate Financial Statements 1.4 Interest expense and similar: composition It e m s / T yp e B o rro win g s 1. Due to c e ntra l ba nks Othe r t ra n s a c t io n s S e c u rit ie s 2 0 11 2 0 10 (21,520) X - ( 2 1,5 2 0 ) ( 14 ,115 ) 2. Due to ba nks (317,623) X - ( 3 17 ,6 2 3 ) ( 2 7 1,2 8 1) 3. Due to c us to m e rs (166,158) X - ( 16 6 ,15 8 ) ( 8 5 ,7 7 9 ) X (811,902) - ( 8 11,9 0 2 ) ( 4 8 5 ,8 7 2 ) ( 9 ,10 9 ) 4. S e c uritie s is s ue d 5. F ina nc ia l lia bilitie s he ld fo r tra ding (12,574) - - ( 12 ,5 7 4 ) 6. F ina nc ia l lia bilitie s a t fa ir va lue - - - - - 7. Othe r lia bilitie s a nd pro vis io ns X X (645) (6 4 5 ) (5 6 9 ) 8. He dging de riva tive s X To ta l ( 5 17 ,8 7 5 ) X ( 8 11,9 0 2 ) (710) ( 1,3 5 5 ) ( 7 10 ) ( 2 6 ,2 8 1) ( 1,3 3 1,13 2 ) ( 8 9 3 ,0 0 6 ) 1.5 Interest expense and similar: hedging differentials Items 2011 A. Positive differentials on hedging transactions B. Negative differentials on hedging transa ctions 2010 482,430 302, 722 (48 3,140) (329,0 03) (710) ( 26,281) C. Balance (A-B) 1.6 Interest expense and similar: other information 1.6.1 Interest expense on liabilities held in foreign currency It ems 2011 Interest expense on liabilities held in foreign currency 2010 (7,882) (10 ,495) 1.6.2 Interest expense on liabilities for finance lease transactions It ems 2011 Interest expense on liabilities f or finance lease transactions 2010 (645) 164* (569) Notes to the Separate Financial Statements Section 2 Commissions - Items 40 and 50 2.1 Commission income: composition Type of se rvic e/Amount s 2011 a) guarantees granted 2010 13, 338 7,60 6 - - 12, 420 19,59 8 7, 399 8,55 5 683 61 6 - - 3.1. individual - - 3.2. col lective - - b) credit derivatives c) management, trad ing and advisory ser vices: 1. trading in financial instruments 2. foreign exchange trading 3. portfolio management 4. custody and administration of securi ties 5. depository b anking 6. placement of securi ties 7. receipt and transmission of or der s 8. advisory activities 8.1 on investments 8.2 on f inancial structure 1, 163 66 - 7,58 3 50 36 8 474 37 6 1, 920 1,20 5 1, 920 1,20 5 - - 731 82 9 9.1. portfolio management - - 9. 1.1. individual - - 9. 1.2. collective - - 9. distribution of third party services 9.2. insurance pr od ucts 9.3. other pr od ucts d) collection and payment services e) servicer activities for securitisation tra nsactions 1 - 730 82 9 1, 439 1,55 8 37 44 f) services for f actoring transa ctions - - g) tax collection and payment services - - h) management of multilateral trading systems - - i) current account administration 7 6 j) other services Total 688 1,24 3 27,929 30,055 The decrease in commission income is attributable primarily to the absence of commissions on the depository banking service no longer provided by UBI Banca since the second half of 2010. 165* Notes to the Separate Financial Statements 2.2 Commission income: distribution channels for products and services Channe ls/Values 2011 2010 a) Through own branches: 781 1. P ortf ol io management 1,197 - - 50 36 8 731 82 9 - - 1. P ortf ol io management - - 2. P lacement of securities - - 3. T hird par ty ser vices and products - - - - 1. P ortf ol io management - - 2. P lacement of securities - - 3. T hird par ty ser vices and products - - 2. P lacement of securities 3. T hird par ty ser vices and products b) through indir ect networks: c) Ot her distribut ion channels: 2.3 Commission expense: composition Serv ices/Amounts 2011 a) guarantees received 2010 (65) b) credit derivatives c) management and trading ser vices: 1. trading in financial instr uments 2. f oreign excha nge tra ding 3. portf ol io management: 3.1. own 3.2. on beha lf of third parties 4. custody and administration of securities 5. placement of financial instruments 6. f inancial instruments, products and services distributed through indirect networks d) collection and payment services e) other services Total 166* (90) - - (6,715) (8,104) (4,457) (3,425) (29) (255) (1,387) (808) (1,387) (808) - - (753) (3,410) (89) (206) - - (1,290) (1,354) (6,776) (6,582) (14,846) ( 16,130) Notes to the Separate Financial Statements Section 3 Dividends and similar income - Item 70 3.1 Dividends and similar income: composition ERRORE! ERRORE! It e m s / In c o m e 2 0 11 2 0 10 In c o m e f ro m O .I.C .R . u n it s D iv id e n d s In c o m e f ro m O .I.C .R . u n it s D iv id e n d s (co llect ive inves t ment ins truments ). (co llect ive inves tment ins t rument s ). A. F ina nc ia l a s s e ts he ld fo r tra ding B . Ava ila ble -fo r-s a le fina nc ia l a s s e ts 117 - 2,632 - 14,846 2,682 16,786 3,107 C . F ina nc ia l a s s e ts a t fa ir va lue D. Equity inve s tm e nts To ta l - - - - 336,775 X 278,055 X 3 5 1,7 3 8 2 ,6 8 2 2 9 7 ,4 7 3 3 ,10 7 Dividends received on available-for-sale financial assets included those from Intesa Sanpaolo Spa amounting to €11.2 million. A dividend of the same amount was also paid in 2010. Details are given below of dividends received from equity investments in subsidiaries and companies subject to significant influence. 2011 On equity investments in subsidiaries 2010 335,451 Banca di Valle Camonica Spa 258,831 876 5,307 Banca Carime Spa 31,453 59,760 Banca Popolare Commercio e Industria Spa 14,808 1,638 Banca Popolare di Ancona Spa 15,323 2,818 127,010 44,724 Banca Popolare di Bergamo Spa Banca Regionale Europea Spa 14,371 30,897 Banco di Brescia San Paolo CAB Spa 78,107 32,282 Banco di San Giorgio Spa Centrobanca Spa IW Bank Spa Società Bresciana Immobiliare Mobiliare - S.B.I.M. Spa Silf Società Italiana Leasing e Finanziamenti Spa - 617 14,280 24,514 - 1,865 1,120 910 - 37 UBI Banca International Sa 4,940 6,611 UBI Factor Spa 4,862 4,862 UBI Fiduciaria Spa UBI Insurance Broker Srl UBI Leasing Spa 119 153 3,200 2,745 - 8,648 24,982 26,202 On equity investments in companies subject to significant influence 1,324 19,224 Arca SGR Spa 1,156 1,619 Aviva Vita Spa - 2,501 By You Spa - 4,160 Lombarda Vita Spa - 14,979 Polis Fondi SGRpA 168 81 UBI Pramerica SGR Spa Secur Broker Srl - 5 UBI Assicurazioni Spa - 120 336,775 278,055 Total 167* Notes to the Separate Financial Statements Total dividends included an extraordinary distribution of retained earnings to the sole shareholder, UBI Banca, by Banca Popolare di Bergamo (€100 million) and Banco di Brescia San Paolo CAB (€60 million), approved by the respective shareholders meetings held in December and recognised in the fourth quarter. That decision was justified by the significant increase in equity achieved by the two banks on the basis of the Group policy in force concerning payouts, which meant that dividends paid over the last three years were not greater than 25% of distributable profit. Section 4 Net trading income - Item 80 4.1 Net trading income: composition Transactions/Components of income Income from trading (B) Gains (A) 1. Financial assets held for trading 1.1 Debt instrume nts 1.2 Equity ins truments 1.3 Units in O.I.C.R. (collec tive investment instruments) Losses fro m trad ing (D) Los ses (C) Net income (loss ) [(A+B)-(C+D)] 11,374 11,356 58,839 48,6 11 (23,035) (10,077) (21,357) (20,39 5) 25,821 29,495 - 2,9 24 (12,805) (88 4) (10,765) (109) 18 26 (153) - 1.4 Financ ing - - - - - 1.5 Othe r - 7,2 78 - (7 8) 7,200 1,662 - (4,027) - (2,365) 1,662 - (4,027) - (2,365) - - - - 2. Financial liabilities held for trading 2.1 Debt instrume nts 2.2 Othe r - 3. Financial assets and liabilities: exchange rate differences X 4. Derivative instruments 4.1 Financ ial derivative s: 321,035 321,035 1,734,643 1,734,6 43 (372,485) (372,119) (1,708,332) (1,704,23 9) (25,015) (20,556) 320,836 1,728,3 02 (371,992) (1,692,45 5) (15,309) 199 6,3 41 (127) (11,78 4) (5,371) - on debt instrume nts and interest rates - on equity ins truments and share indices - on currencies and gold - othe r 4.2 Credit de rivatives Total X X X X X X (6,502) X 124 - - - - - - - (366) (4,09 3) (4,459) 334,071 1,793,482 (399,547) (1,729,689) (8,061) Trading activity recorded a profit of €29.4 million on debt instruments against a loss linked to them in management terms of €15.3 million, incurred on debt instrument and interest rate derivatives. Equity instruments included a gain on Medinvest International Sca of €12.2 million and on Manisa Srl of €0.5 million. Uncovered short positions recorded a loss on fair value changes of €2.4 million. Trading losses on credit derivatives related to differentials on cash flows exchanged. Intragroup transactions not balanced with external counterparties generated income of €979 thousand. 168* Notes to the Separate Financial Statements Section 5 Net hedging income - Item 90 5.1 Net hedging income: composition Income components/Amount s 2011 2010 A. Inc ome re lating to: A.1 Fair value hedge derivatives 486, 401 132,350 A.2 Hedged financial a ssets (fair va lue) 398, 870 235,238 A.3 Hedged financial l iabilities (f air value) 15, 237 95,343 A.4 Cash f low hedge financial derivatives - - A.5 Assets and liabilities in f oreign currency - - 900,508 462,931 (409, 336) (321,824) Tot al income from hedging activity (A) B. Expense r elat ing to: B.1 Fair value hedge der ivatives B.2 Hedged f inancial assets (f air value) (28, 771) (7,672) (443, 578) (115,769) B.4 Cash flow hedge financial derivatives - - B.5 Assets and liabilities in foreign currency - - (881,685) (445,265) 18,823 17,666 B.3 Hedged f inancial liabil ities (fair value) Tot al expense from hedging activ ity (B) C. Net hedging income (loss) (A-B) Details of the income and expense for hedging transactions in relation to the items hedged are as follows: Description net result Assets: Debt instruments available‐for‐sale Due to banks Loans to customers 2,775 39 ‐5 Liabilities: bonds in issue 16,014 Net income on hedging 18,823 169* Notes to the Separate Financial Statements Section 6 Income/expense from disposal or repurchase - Item 100 6.1 Income (loss) from disposals/repurchases: composition Items/Income components 2011 Profits 2010 Losses Net result Profits Losses Net result Financial assets 1. Loans to banks - - - - - - 2. Loans to customers - - - - (6) (6) 8,619 (56) 8,563 17,972 (10) 17,962 7 (2) 5 8,664 (7) 8,657 8,340 (54) 8,286 9,308 (3) 9,305 272 - 272 - - - - - - - - - - - - - - - 8,619 (56) 8,563 17,972 (16) 17,956 1. Due to banks - - - - - - 2. Due to customers - - - - - - 3. Securities issued 14,271 (184) 14,087 389 (615) (226) Total liabilities 14,271 (184) 14,087 389 (615) (226) 3. Available-for-sale financial assets 3.1 Debt instruments 3.2 Equity instruments 3.3 Units in O.I.C.R (collec tive inv estment instruments) 3.4 Financing 4. Held-to-maturity investments Total assets Financial liabilities With regard to financial assets, the main transactions on equity instruments which generated income in the income statement were as follows: - London Stock Exchange: €6.8 million - Banca Cooperativa Valsabbina Scrl: €1.1 million - Permicro Spa: €374 thousand The repurchase of securities outstanding subscribed by institutional counterparties generated a profit of €14.3 million. 170* Notes to the Separate Financial Statements Section 7 Net income/expense on assets and liabilities at fair value Item 110 7.1 Net change in financial assets/liabilities at fair value: composition In c o m e f ro m t ra d in g (B ) G a in s (A ) T ra n s a c t io n s / C o m p o n e n t s o f in c o m e 1. F in a n c ia l a s s e t s 752 Lo s s e s f ro m t ra d in g (D ) Lo s s e s (C ) 2 ,3 9 0 ( 17 ,9 9 0 ) N e t in c o m e ( lo s s ) [ ( A +B ) - ( C +D ) ] ( 2 4 ,0 0 1) ( 3 8 ,8 4 9 ) 1.1 De bt ins trum e nts - - - - 1.2 Equity ins trum e nts - - - - - 752 2,390 (17,990) (24,001) (38,849) 1.3 Units in O.I.C .R . (c o lle c tive inve s tm e nt ins trum e nts ) 1.4 F ina nc ing - 2 . F in a n c ia l lia b ilit ie s - - - - - - - - - - 2.1 S e c uritie s is s ue d - - - - - 2.2 Due to ba nks - - - - - 2.3 Due to c us to m e rs - - - - - x x x x 3 . O t h e r f in a n c ia l a s s e t s a n d lia b ilit ie s in f o re ig n c u rre n c y: f o re ig n c u rre n c y d if f e re n c e s 4 . C re d it a n d f in a n c ia l d e riv a t iv e s To ta l - - - - - - 752 2 ,3 9 0 ( 17 ,9 9 0 ) ( 2 4 ,0 0 1) ( 3 8 ,8 4 9 ) The table below gives the changes that occurred in the OICR (collective investment instruments) portfolio in 2011. description opening balances Pramerica Funds Tages Funds Other hedge funds Total increases 654,370 decreases/ redemptions profits/losses exchange rate effects -22,041 -4,790 430 -5,877 486 21,327 -637,119 -21,611 -17,238 486 126,174 -11,361 31,078 654,370 closing balance -632,329 116,208 147,286 gains/losses 171* 104,847 Notes to the Separate Financial Statements Section 8 Net impairment losses - Item 130 8.1 Net impairment losses on loans: composition Transac tions/ Compo nents of income Impairment losses Specific Write-offs A. Loans to banks Rev ersals Portfolio Specific Ot her Of intere st 2011 2010 Port fo lio Othe r rev ersals Of inte rest Other reversals - - - - - - - - - - Financing - - - - - - - - - - Deb t instruments - - - - - - - - - - (369) (689) - - - 1 (1, 057 ) (51) - Financing - (369) (689) - - - 1 (1, 057 ) (51) - Deb t instruments - - - - - - - - - - (369) ( 689) - - - 1 ( 1,057) (51) B. Loans to customers C. Tot al 8.2 Net impairment losses on available-for-sale financial assets: composition T ra n s a c t io n s / C o m p o n e n t s o f in c o m e Im p a irm e n t lo s s e s R e v e rs a ls S p e c if ic S p e c if ic Writ e - o f f s Othe r o f in t e re s t 2 0 11 2 0 10 O t h e r re v e rs a ls A. De bt ins trum e nts - - - - - - B . Equity ins trum e nts C . Units in O.I.C .R . - (112,548) X X ( 112 ,5 4 8 ) ( 3 8 ,3 2 1) - (7,511) X - ( 7 ,5 11) ( 1,6 5 0 ) D. Lo a ns to ba nks - - - - - - E. Lo a ns to c us to m e rs - - - - - - ( 12 0 ,0 5 9 ) ( 3 9 ,9 7 1) (co llect ive inves tment ins truments ) To ta l - ( 12 0 ,0 5 9 ) - - As already reported, impairment losses on equity instruments were as follows: Intesa Sanpaolo Spa: €108.8 million; A2A Spa: €3.3 million and Siteba Spa: €455 thousand. Impairment losses on OICRs consisted of €4.3 million on the Polis Portafoglio Immobiliare fund and €3.2 million of impairment losses were recognised on other private equity funds. 8.3 Net impairment losses on held-to-maturity investments: composition There were no held-to-maturity investments. 172* Notes to the Separate Financial Statements 8.4 Net impairment losses on other financial transactions: composition Transac tions/Component s of income Impairment losses Portfolio Spe cific Write-offs 2011 Reversals Specific Other Por tfolio Other reve rsals Of intere st 2010 Ot her reve rsals Of inter est A. Gua rantees granted - (3,109) (5,210) - - - 1,483 (6,836) (9,343) B. Credit derivatives - - - - - - - - - C. Commitments to pay fund - - - - - - - - - D. Other tr ansactions - - - - - - - - - E. Tota l - ( 3,109) ( 5,210) - - - 1,483 (6,836) (9,343) The item, “Impairment losses – other”, relates to losses recognised on specific guarantees granted, while portfolio impairment is determined by using the calculation methodology employed for recognition of collective impairment losses in all the banks in the Group. The specific impairment loss reported relates to an intragroup guarantee requested by Prestitalia Spa and granted by UBI Banca relating to losses on loans that the company sold to Banca 24-7 Spa. The guarantee was designed to protect Banca 24-7 Spa against a loss of 1% of the exposure at risk and was calculated on the basis of the risk of losses on the loans guaranteed. The impairment loss recognised during the year on that position amounted to €3.1 million which, together with the impairment loss of €8.4 million recognised the year before, resulted in a total loss of €11.5 million. 173* Notes to the Separate Financial Statements Section 9 Administrative expenses - Item 150 9.1 Personnel expenses: composition Type of expense/Amounts 2011 1) Employees a) Wages and salaries b) Social security charges c) Post-employment benefits d) Pension expense e) Provision for post-employment benefits f) Provision for pension and similar: 2010 (187,398) (179,620) (127,946) (120,781) (33,371) (32,094) (8,111) (8,204) - - (919) (1,275) - - - defined contribution - - - defined benefits - - (7,657) (7,921) (7,657) (7,921) - - g) Payments to external supplementary pension plans: - defined contribution - defined benefits h) Expenses resulting from share based payments i) Other employee benefits 2) Other personnel in service - - (9,394) (9,345) (495) (2,205) 3) Directors and statutory auditors (7,478) (7,425) 4) Expenses for retired personnel 16,123 64 5) Recoveries of expenses for personnel on secondment to other companies 89,413 83,501 6) Reimbursements of expenses for personnel on secondment at the Bank Total 174* (24,714) (24,906) (114,549) (130,591) Notes to the Separate Financial Statements 9.2 Average number of employees by category 2011 1) EMPLOYEES 2010 1,209 1,316 a. number of senior manager s 119 131 b. number of middle mana gers: 4th level 226 238 c. number of middle managers 3r d level 131 135 d. number of middle mana gers 2nd level 130 137 e. number of middle managers 1st level 149 139 f. r emaining employees 454 536 35 64 a. number of non employee directors 32 32 b. number of temporary agency staff 3 2) OTHER PERSON NEL c. number of workers on project contracts 32 - q. number of other workers on other types of contract TOTAL - - - 1,244 1,380 9.3 Defined benefit company pension funds: total costs No defined benefit company pension funds exist. 9.4 Other benefits for employees Details are given below of other benefits for employees. 2011 2010 Leaving incentives (1,811) (4,286) Expenses for luncheon vouchers (1,772) (2,027) Insurance expenses (2,551) (1,561) (25) (15) (1,630) (186) Expenses for medical visits Expenses for attendance on personnel training courses Expenses for internal communications and conventions (436) (176) Other expenses (1,169) (1,094) Total (9,394) (9,345) 175* Notes to the Separate Financial Statements 9.5 Other administrative expenses: composition Type of service/Amo unts 2011 A. Other administr ative expenses 2010 (109,642) Rent payable Professional a nd advisory servi ces Rentals on har dware, softwar e a nd other assets Maintenance of hardware, software and other assets (113,167) (9, 194) (8,714) (20, 647) (25,791) (3, 043) (3,220) (527) (720) Tenancy of premises (7, 269) (7,566) Property and equipment ma intenance (2, 259) (2,075) Counting, transport and management of valuables Membership fees (6) (4) (1, 561) (1,601) Inf or mation services and land registry searches (844) (377) Books and per iod ica ls (551) (517) (387) (464) Postal Insurance premiums (1, 004) (962) Advertising (2, 142) (3,790) (695) (677) Telephone and d ata transmissi on expenses (9, 001) (9,493) Outsourced services (3, 584) (4,109) Travel expenses (3, 788) (4,041) (39, 637) (35,744) Entertainment expenses Instalments on services provided by Group companies Cr edit r ecovery expenses Printing, stationery and consumables Transport and r emovals Security Other expenses B. Indirect taxes - Indirect taxes and duties - Stamp duty - Municipal property tax - Other tax Total 176* (63) (23) (640) (656) (269) (247) (1, 826) (1,811) (705) (565) ( 3,319) (3,496) (704) (487) (80) (164) (2, 226) (2,103) (309) (742) (112,961) (116,663) Notes to the Separate Financial Statements Section 10 Net provisions for risks and charges - Item 160 10.1 Net provisions for risks and charges: composition Provisions Net pr ovisions as at: Uses Provisions Net prov isions as at: Uses 31.12.2011 31.12.2010 Provision f or revocati on risks - - - - - - Personnel expense - - - - - - Provision f or bonds in default Net provisions for litigation - - - - - - (407) 519 112 (1, 275) 193 (1,082) Provisions for r isks a nd charges (1,003) 296 (707) (1, 000) 36 (964) Tot al (1,410) 815 (595) (2,275) 229 ( 2,046) Section 11 Net impairment losses on property, equipment and investment property - Item 170 11.1 Net impairment losses on property, equipment and investment property: composition Assets/Income components A. Property, equipment and investment property A.1 Owned - For operational use - For investment A.2 Acquired thro ugh finance lease - For operational use - For investment Total Depreciation (a) Reversals of impairment losses (c ) Impairment losses (b) Net result (a+b-c) (24,333) (8,463) (15,870) (542) - - (542) (24,875) - - 177* (24,333) (8,463) (15,870) (542) (542) (24,875) Notes to the Separate Financial Statements Section 12 Net impairment losses on intangible assets - Item 180 12.1 Net impairment losses on intangible assets: composition Assets/Income components Amortisation (a) A. Intangible asset s A.1 Owned - Internally generated by the Bank - other A.2 Acquired thro ugh finance lease Total (1,583) (1,583) (1,583) Impairment losses (b) Reversals of impairment losses (c) (19,517) (19,517) (19,517) Net result (a+b-c) - (21,100) (21,100) (21,100) The distribution agreements with By You Spa were renegotiated during the year. That renegotiation resulted in changes in the cash flows that will be generated by that distribution channel and on that basis an impairment loss on intangible assets attaching to the distribution channel of €19.5 million was recognised. Section 13 Other operating income and expense - Item 190 13.1 Other operating expense: composition 2011 Other operat ing ex pense s 2010 (3,020) ( 3,464) Depr eciation of improvements to third party leased assets ( 92) (165) Fi nes and charges f or late tax payments ( 47) - (2,881) (3 ,299) Other exp enses and prior year expense 178* Notes to the Separate Financial Statements 13.2 Other operating income: composition 2011 Other operat ing income 2010 98,297 Recover ies of taxes Income for services to Group member comp anies Charges to third parties for expenses on deposit and current accounts Other income f or property management Rent income Other income, expense recover ies and prior year income 179* 112,187 12 22 1 63,5 82 77,43 2 1 1 2,6 38 1,61 9 30,6 32 30,62 7 1,4 32 2,28 7 Notes to the Separate Financial Statements Section 14 Profits (losses) of equity investments - Item 210 14.1 Profits (losses) of equity investments: composition Component of income/ Amounts 31.12.2011 A. Inc ome 31.12.2010 2, 296 1. Revaluations 80,902 - - 2, 296 80,902 3. Reversals of impairment losses - - 4. Other income - - (2,509, 728) ( 18,775) 2. Prof its on sale B. Expense 1. Write-downs 2. Impairment losses - - (2,509, 609) ( 18,435) 3. Losses on sale (8) (132) 4. Other expense (111) (208) (2,507,432) 62,127 Net result Details of impairment losses on equity investments are given in the assets section in Table 10.3, “Annual changes in equity investments”, which may be consulted. Profits on disposals of €2.3 million were realised on the disposal of the investment in By You Spa. Section 15 Net result of fair valuation of property, equipment and investment property and intangible assets – Item 220 – No items of this type exist for the Bank. Section 16 Net impairment losses on goodwill - Item 230 The impairment loss recognised was €521.2 million. Details are given in the assets section in Table 12.3, “Other information”, which may be consulted. 180* Notes to the Separate Financial Statements Section 17 Profits (losses) on disposal of investments - Item 240 17.1 Profits (losses) on disposal of investments: composition C ompo nent of income/Amount s 2011 A. Proper ties 2010 64 5,56 7 - P rofits on sale 1 86 5,61 5 - L osses on sale (122) (48) (4) (34) B. Other a ssets - P rofits on sale 15 28 - L osses on sale ( 19) (62) 60 5,533 Net result 181* Notes to the Separate Financial Statements Section 18 Taxes on profit for the year for continuing operations - item 260 18.1 Taxes on profit for the year from continuing operations: composition Income components/ Amounts 2011 1. Current taxes (-) 2010 (426,083) 2. Change in current taxes of prior years (+/-) 3. Reduction i n current taxes for the year (+ ) 4. Change in deferred tax assets (+/ -) 5. Change in deferred tax liabilities (+/-) 6. Taxes for the year (-) (-1+/ -2+3+/ -4+/-5) 1,055 835 - - - 855,197 (4,118) 25,502 (1,254) 455,451 (4,317) Current taxes, amounting to €426,900 thousand, consisted of €525,642 thousand for the substitute tax provision made for the realignment of tax and carying amount of goodwill and other intangible assets, pursuant to article 23, paragraphs 12 to 15 of Decree Law No. 98 of 6/7/2011, net of positive adjustments resulting from participation in the tax consolidation scheme totalling €98,785 thousand and of valuations of available-for-sale securities amounting to €29 thousand. The amount also includes taxes of €72 thousand resulting from the application of regulations on CFCs. The change in prior year current taxes, positive by €835 thousand, consists of €793 thousand from the payment of 2010 taxes and €42 thousand from the adjustment of the provision for litigation risks. The change in deferred tax assets amounting to €856,014 thousand consists of the difference between the balance on increases and decreases reported in table 13.3 net of the amount reported within item 2.3 of €5,179 thousand relating to deferred tax assets on a health policy that arose in prior years with the balancing entry in equity. The change in deferred tax liabilities of €25,502 thousand, consists of the difference between the balance of increases and decreases reported in table 13.5 gross of the amount reported within item 2.3 of €936 thousand relating to deferred tax liabilities on a health policy that arose in prior years with the balancing entry in equity. 182* Notes to the Separate Financial Statements 18.2 Reconciliation between theoretical taxation and actual taxation recorded in the accounts IRES (CORPORATE INCOME TAX) Taxable income Theoretical IRES payable (3,168,527) IRES % 871,345 27.50% Permanent increases - Non deductible interest expense - Buildings non business - MUNICIPAL PROPERTY TAX - Non deductible donations - Non deductible auto expenses - Non deductible losses and impairment - Non deductible Pex losses - Non deductible depreciation and amortisation 39,980 (10,994) 203 (56) -0.35% 0.00% 2,227 (612) -0.02% 82 (23) 0.00% 616 (169) -0.01% 3,084,427 (848,218) -26.77% 8 (2) 0.00% 21,018 (5,780) -0.18% - Entertainment expenses 229 (63) 0.00% - Non deductible provisions 992 (273) -0.01% - Representative office expenses 420 (116) 0.00% - Recognition of gains on the disposal of equity investments 1,007 (277) -0.01% - other non deductible expenses 5,801 (1,595) -0.05% - CFC taxes - Purchase Price Allocation realignment (72) 0.00% 352,841 11.14% Permanent decreases - PEX gains - Exempt dividends - Other changes (957) 263 0.01% (333,180) 91,624 2.89% (422) 116 0.00% - Sterilisation of gain on disposal of AFS equity investments with tax deduction (6,824) 1,877 0.06% - Sterilisation of gain on disposal of equity investments with tax deduction (3,758) 1,033 0.03% (13,978) 3,844 0.12% - 2011 ACE (economic growth) concessions - Litigation provision - Deferred tax, other changes Effective IRES payable (370,636) 42 0.00% 708 0.02% 455,443 14.37% No reconciliation is given for tax liabilities relating to IRAP (local production tax), because UBI Banca recorded a loss in 2011 for the purposes of this regional tax and, as opposed to corporate income tax, that loss cannot be offset against possible future year taxable income for IRAP purposes. 183* Notes to the Separate Financial Statements Section 19 Post-tax profit from discontinued operations - Item 280 19.1 Post-tax profit from discontinued operations: composition In c o m e c o m p o n e n t s / A m o u n t s 2 0 11 2 0 10 1. Inc o m e - - 2. Expe ns e - - 3. R e s ults o f c ha nge in fa ir va lue o f a s s e ts a nd a s s o c ia te d lia bilitie s - - 4. P ro fit o n s a le 30 89,072 5. Ta xe s a nd dutie s (8) (5,704) P ro f it ( lo s s ) 22 8 3 ,3 6 8 Taxes recognised on the item profit from discontinued operations amounting to €8 thousand consisted of corporate income tax on profit realised on the sale of a property. 19.2 Details of taxes on income in relation to discontinued operations 2011 2010 1. Current taxation (-) 8 5,704 2. Change in deferred tax assets (+/ -) - - 3. Change in deferred tax liabilities (-/ +) - - 4. Ta xes on income for the year ( -1+/-2+/ -3) 8 5,704 Section 20 Other information There is no further significant information. 184* Notes to the Separate Financial Statements Section 21 Earnings per share 21.1 The average number of ordinary shares with diluted share capital IAS 33 specify a precise method for calculating earnings per share (EPS) with two formulas: basic earnings and diluted earnings per share. Basic EPS has been calculated by dividing the profit attributable to ordinary equity holders of the Parent by the weighted average number of ordinary outstanding shares during the year. 21.2 Other information The relative figures for basic and diluted EPS for the separate UBI Banca accounts are given below, while greater details of the methods of calculation and figures for the Group are given in the relative section of the consolidated financial statements. Positions as at 31.12.2011 Position as at 31.12.2010 Profit "attributable" (thousands of euro) Weighted average ordinary shares Earnings per share Profit "attributable" (thousands of euro) Weighted average ordinary shares Basic EPS -2,702,899 774,891,234 -3.4881 278,099 639,145,902 0.4351 Diluted EPS -2,702,899 774,891,234 -3.4881 278,099 639,145,902 0.4351 185* Earnings per share Notes to the Separate Financial Statements Part D – Comprehensive income Detailed statement of comprehensive income 2011 Gross amount Items Tax on income 10. Loss for the year Net amount (2,713,054) Other comprehensive income 20. Available-for-sale financial assets: a) changes in fair value (1,195,079) 308,973 (886,106) (1,831) 509 (1,322) b) transfer to the income statement - impairment losses - profits (losses) on sale 934 (2,441) (1,507) c) other changes 30. Property, equipment and investment property 40. Intangible assets 50. Foreign investment hedges: a) changes in fair value b) transfer to the income statement c) other changes 60. Cash flow hedges a) changes in fair value b) transfer to the income statement c) other changes 70. Foreign currency differences: a) changes in value b) transfer to the income statement c) other changes 80. Non current assets held for sale.: a) changes in fair value b) transfer to the income statement c) other changes 90. Actuarial gains (losses) on defined benefit plans (1,228) 338 (890) (1,197,204) 307,379 (889,825) 100. Share of fair value reserves of equity-accounted investees: a) changes in fair value b) transfer to the income statement - impairment losses - profits and losses from sale c) other changes 110. Total other comprehensive income (loss) 120. Comprehensive loss (item 10 + 110) (3,602,879) 186* Notes to the Separate Financial Statements The main details of the changes in fair value and transfers to the income statement are given below in thousands of euro. a) Changes in fair value gross change in reserve Government securities Other debt instruments tax net change in reserve (1,056,036) 271,202 (784,834) (134,967) 34,815 (100,152) (4,076) 2,956 (1,120) (1,195,079) 308,973 (886,106) Other certificates The decrease in the reserve for government securities and debt instruments was caused by the credit risk inherent in the market prices of the securities. This component became more significant in the last quarter of the year in relation to the increase in country risk for Italy which resulted in sharp reductions in market prices for debt instruments issued by the Italian government and by banks. b) transfer to the income statement gross change in reserve description ‐ Polis closed‐end property fund ‐ Siteba Spa ‐ other net change in reserve tax (1,624) (314) 107 525 19 (35) (1,099) (295) 72 (1,831) 509 (1,322) 187* Notes to the Separate Financial Statements Part E - Information on risks and the relative hedging policies In compliance with current regulations, the UBI Group has adopted a risk control system which disciplines and integrates the organisational, regulatory and methodological guidelines of the system of internal controls with which all Group member companies must comply in order to allow the Parent to perform its activities of strategic, management and operational control in an effective and economical manner. The Bank works pro-actively to identify the risks to which it is subject and to define the relative criteria for measuring, managing and monitoring them. The key principles on which Group risk analysis and management are based for the pursuit of an increasingly more knowledgeable and efficient allocation of economic and supervisory capital are as follows: - rigorous containment of financial and credit risks and strong management of all types of risk; - the use of a sustainable value creation approach to the definition of risk appetite and the allocation of capital; - definition of the Group’s risk appetite with reference to specific types of risk and/or specific activities in a set of policy regulations for the Group and for the single entities within it. This part furnishes information on the risk profiles listed below, on the relative management and hedging policies pursued by the Bank and its activities relating to financial derivative instruments: a) credit risk; b) market risks: - interest rates, - price, - currency; c) liquidity risk; d) operational risks. A report on the general framework of the risks and uncertainties to which the Bank is exposed is given in a special section of the report on operations, prepared in compliance with Legislative Decree No. 32 of 2nd February 2007, which implements EC Directive No. 2003/51/EC. Section 1 Credit risk Qualitative information 1. General aspects The strategies, policies and instruments for the assumption and management of credit risk are defined by the Risk Management Area of the Parent in co-operation with the Credit and Credit Recovery Macro Area and with support and co-ordination of the relative specialist units. 188* Notes to the Separate Financial Statements There is a particular focus in the formulation of policies to manage credit risk on maintaining an appropriate risk-yield profile and on assuming risks that are consistent with the risk appetite defined by senior management and, more generally, with the mission of the UBI Group. The priorities in the orientation of the Group's credit management policies are to support local economies, families, businessmen, professionals and small-to-medium sized enterprises. The particular attention paid to maintaining relationships established with customers and to developing them over the years is one of the strong points of the Group and it helps to eliminate information asymmetries and offers continuity in customer relationships with a view to long term support. Even in the continuing and difficult current economic situation, the Bank is ensuring that the economy has adequate access to credit by participating, amongst other things, in “Agreements” stipulated between the Italian Banking Association, the Ministry of Finance and trade associations, while preserving the quality of its assets and by employing an extremely selective approach to “non core” exposures. With regard to “business” customers in particular, lending rules have been formulated and are being followed for the disbursement and management of loans, which in operational terms translate into action which ranges from the development to the containment of exposures. These rules are based on a number of drivers as follows: internal counterparty rating (average weighted rating for Groups of companies), linked to the degree of protection provided by any accessory guarantees there may be; degree of engagement of the UBI Group with the counterparty or Group of companies; the economic sector to which the counterparty or Group of companies belongs with a view to: the level of sector risk; the overall level of concentration of the UBI Group in the individual economic sector (with verification also of the concentration at individual bank or company level). Finally particular attention is paid to the definition of guidelines for the treatment of new products, with adequate reporting to senior management concerning observance of riskyield objectives, the calculation of minimum interest rates for granting loans, the quality of borrowers, guarantees received and expected rates of recovery in cases of insolvency. 2. Policies for the management of credit risk 2.1 Organisational aspects In the performance of its traditional banking business, the Bank is exposed to the risk that the loans it grants will not be repaid by borrowers when they are due and a partial of full impairment loss must be recognised on them. More specifically the risk profile for lending is sensitive to the performance of the economy as a whole, to the deterioration in the financial position of counterparties (shortage of liquidity, insolvency, etc.), or to changes in their competitiveness, to structural or technological changes in corporate debtors and to other external factors (e.g. changes in legislation, deterioration in the value of financial guarantees and mortgages connected with market performance). 189* Notes to the Separate Financial Statements The organisational model on which the units which manage lending activity is based is as follows: Parent units for centralised monitoring and co-ordination; the General Managements of banks and Group companies, to which the following report: - credit departments; - local credit centres, - branches; - corporate banking units (CBUs); - private banking units (PBUs). The characteristics of that organisational model ensure strong standardisation between the units of the Parent and the corresponding units in the network banks, with consequent linearity in the processes and the optimisation of information flows. Loan granting activity is also differentiated, at local level, by customer segment (retail/private banking/corporate and institutional) and specialised by the status of the loan: “performing” (managed by retail, private banking and corporate lending units) and “default” (managed by problem loan units). The Parent oversees policy management, overall portfolio monitoring, the refinement of assessment systems, problem loan management and compliance with regulations through the Credit and Credit Recovery, Risks Control and the Strategic Development and Planning Macro Areas and the Audit Function of the Parent and the Group. Credit positions at UBI are principally connected with treasury activity performed for institutional counterparties and Group entities. Further details of credit risk management policies are given in the same section of the notes to the consolidated financial statements, which may be consulted. 2.2 Management, measurement and control systems The Credit Risk Service is responsible for Group reporting on credit risk in order to monitor changes in the risk attached to lending for individual banks and commercial portfolios. The reports are submitted quarterly to the Boards of Directors of the individual network banks. For the network banks and Centrobanca the reports describe distributions by internal rating classes, LGD and expected loss and for the network banks they also give changes in average risk for the corporate market, the small business portfolio in the retail market and for the affluent and mass market portfolios again in the retail market. Reporting for the product companies is based on the specific risk for the various types of lending and products marketed. Special reports on specific matters are also prepared on the main components of credit risk. In 2011 the quarterly report to the network banks was broadened to include a special section on the monitoring of policies (monitoring the level of expected loss and the distribution of loans by class of risk) for each network bank. The set of models which constitute the internal rating system of the Group is managed by the Risk Management Area and by the Credit Area of the Parent. The system at present involves the use of automatic models for private individuals and small-sized businesses, automatic models supplemented by qualitative questionnaires and a geo-sectoral module for medium to large-size businesses. However, a mainly judgemental 190* Notes to the Separate Financial Statements model for major borrowers (i.e. groups of companies with authorised credit of greater than €20 million) was discontinued from July 2011. As part of the Basel 2 project activities, which involve an initial validation on the network banks and Centrobanca limited to the “businesses” supervisory portfolio, estimates were performed on a new generation of rating and LGD estimation models for that portfolio, following, amongst other things, discussions with the Supervisory Authority. The main features of this new generation of rating models are as follows: the revision of the credit risk segmentation, which defines which model is applied to each counterparty; the development of a new quantitative component, which uses internal models for the analysis of the financial component, abandoning the use of a model furnished by an external provider; the development of new software engines to integrate the different components of quantitative analysis; the development of new qualitative questionnaires; a different procedure for incorporating information on the group of companies to which a counterparty belongs within automatic rating models; a different procedure for updating ratings designed to ensure an optimum mix between the need to incorporate up-to-date information and maintain a low level of volatility. Estimates were performed with regard to LGD on the new models for the network banks, based, amongst other things, on econometric estimate factors and used both from a management and regulatory viewpoint. Centrobanca Spa’s estimate models were also subjected to detailed revision, which involved not only an update of the historical data series employed, but also a revision of the clusters and underlying assumptions, with a conservative orientation. In view of the proposals to modify banking regulations (Basel 3) and the European Banking Authority (EBA) recommendation on capital, the overall planning for the Basel Two Project was moved forward by six months with respect to the original objective. Consequently, the first calculation of the minimum capital requirement using the Advanced Internal Rating Based (AIRB) approach for credit risk is planned for the June 2012 supervisory reports. In October and November, the Parent, UBI Banca, was subject to a pre-validation inspection by the Bank of Italy and, subsequently, in meetings held on 15th December, the Management Board and the Supervisory Board approved the filing of an official application to the Supervisory Authority for authorisation to use the AIRB approach for the calculation of the capital requirement for credit risk. In the meeting just mentioned the Supervisory Board therefore certified compliance by the Group, both at consolidated and individual company level, with the minimum regulatory requirements set for the AIRB approach. It was decided as part of the roll-out plan that the Parent, UBI Banca, would form part of the validation perimeter at a second stage and would not form part of the first validation group (network banks and Centrobanca Spa), in 2013. As recommended by the Bank of Italy circular No. 263/2006, New Supervisory Instructions for Banks, the Group currently adopts the standardised approach for the determination of supervisory capital. It was decided to make use, for the “businesses and other” supervisory class of exposures in particular, of external credit ratings, where available, furnished by the agencies Moody’s and Cerved Group (formerly Lince), which are ECAIs (External Credit Assessment Institutions) recognised by the Bank of Italy. 191* Notes to the Separate Financial Statements Activity also continued in 2011 to revise, update and adopt policies and regulations for credit risk management. Existing policies are listed below together with the principal contents: – Credit Risk Management Policy, which unifies regulations for the management of different types of credit risk in a single document, which were previously contained in separate policies. This policy sets regulations for the following: - ordinary customers, for which, regulations, principles and limits to manage - - credit risk are set on the basis of the availability of internal ratings. The definition of the limits is based on a series of indicators expressed in terms of: capital allocation, values for maximum risk (i.e. target and maximum expected loss), limits on the assumption of risks in terms of the distribution of exposures by credit rating class and the management of credit quality; institutional and ordinary counterparties resident in countries at risk for which the risk management policy, the relative regulations to implement it and the documents document setting limits lay down rules and principles for managing credit granted to resident and non resident institutional customers and also to ordinary customers in countries at risk. As with ordinary customers, the definition of the limits is based on a series of indicators expressed in terms of: capital allocation, limits on the assumption of risks in terms of the distribution of exposures by credit rating class and countries and the management of credit quality; single name concentration risk, which sets maximum exposure limits on single counterparties in order to limit risks of instability that would arise from high rates of concentration for loans to major borrowers if one of these should default; – Policy for the distribution of mortgage loans through brokers, which regulates the procedures for the use of external distribution networks for granting mortgages to non captive customers in order to contain potential credit, operational and reputational risks; – Policy on the portability, renegotiation, substitution and early repayment of the mortgages of direct customers of the network banks, which provides UBI Group guidelines for the portability (in both directions), the renegotiation, the substitution and early repayment (partial or total) of mortgages. It is designed with a view to minimising the times required, the conditions and the related costs (by setting minimum service standards, amongst other things) and also to equipping the Group with appropriate processes and instruments to manage the relative risks (credit, operational and reputation); – Policy on the portability, renegotiation, substitution and early repayment of mortgages granted through brokers, which relates to mortgages granted on the basis of standing arrangements between the companies and banks in the Group and specific distribution networks; – Risk-adjusted pricing policy, which defines a process to formulate and implement risk-adjusted pricing approaches for various products which involve the assumption of credit risk; – Policy on risks resulting from securitisations, which sets guidelines for the Group to manage risks resulting from securitisations; 192* Notes to the Separate Financial Statements – Policy on residual risk, which defines strategic orientations relating to the management of “residual risk”, defining the process of control over the acquisition and use of techniques to reduce credit risk in order to mitigate the risk in question. 2.3 Techniques for mitigating credit risk The Bank applies policies to reduce counterparty risk through netting and collateralisation arrangements, both for credit and financial derivative instruments and also for repurchase agreements, with reference to institutional counterparties. This is performed through special contracts which regulate repurchase agreement transactions (termed Global Master Repurchase Agreements – GMRAs), and OTC derivatives contracts (termed International Swaps and Derivatives Association agreements – ISDAs, together with Credit Support Annexes – CSAs). The GMRAs contain special margin lending clauses designed to cover exposure as each individual transaction is presented. Similarly the CSAs, which in fact are attachments to ISDAs, serve the purpose of regulating the exchange of collateral to support derivatives transactions, in order to contain counterparty risk. Further details of credit risk mitigation methods are given in Part E of the notes to the consolidated financial statements. 2.4 Deteriorated financial assets Limited positions are monitored at UBI of impaired financial assets. 193* Notes to the Separate Financial Statements Quantitative information A. CREDIT QUALITY A.1 Deteriorated and performing credit exposures: amounts, impairment losses, changes, economic and geographical distribution A.1.1 Distribution of credit exposures by portfolio and by credit quality (carrying amounts) Non-performing loans Portfolios/quality Restructured exposures Impaired loans Past due exposures Other assets Tota l 1. Financial assets held for tradi ng - - - - 3, 506,697 3,506,697 2. Availa ble-f or-sale financial assets - - - - 6, 263,048 6,263,048 3. Held-to-maturi ty investments - - - - - - 4. Loans to banks - - - - 30, 224,290 30,224,290 280 - - - 15, 692,383 15,692,663 6. Financial assets at fair value - - - - - - 7. Financial assets held for disposal - - - - - - 8. Hedging deriva tives - - - - 616,454 616,454 Tot al 31.12.2011 280 - - - 56,302,872 56,303,152 Tot al 31.12.2010 622 - - - 54,359,033 54,359,655 5. Loans to customers 194* Notes to the Separate Financial Statements A.1.2 Distribution of credit exposures by portfolio and by credit quality (gross and net amounts) Det eriorated assets Portfolios/Quality Spec ific impairment losse s Gr oss expo sure Per forming N et ex posure Gr oss e xposure Portfolio impairment losses X Tot al (net exposure) Ne t exposur e 1. Financial assets held for tradi ng - - - X 3,506, 697 3,506,697 2. Availa ble-f or-sale financial assets - - - 6 ,26 3,04 8 - 6,263, 048 6,263,048 3. Held-to-maturi ty investments - - - - - - - 4. Loans to b anks - - - 30 ,22 4,29 0 - 30,224, 290 30,224,290 15 ,69 3,41 3 (1,0 30) 15,692, 383 15,692,663 - - 5. Loans to customers 5,530 (5, 250) 280 6. Financial assets at fair value - - - 7. Financial assets held for d isp osal - - - 8. Hedging deriva tives - - - Total 31.12.2011 5,530 (5,250) 280 52,180,751 Total 31.12.2010 5,689 (5,067) 622 51,111,954 X X - X - - 616, 454 616,454 (1,030) 56,302,872 56,303,152 (6) 54,359,033 54,359,655 X Deteriorated positions within loans to customers included the following amounts: €49 thousand accounting for 8.625% of the €572 thousand due from the company Lehman Brothers International Europe, while the amount of €4.7 million due from the company Lehman Brothers Special Financing was fully written-off (the portion of the loss recognised in 2011, amounted to €150 thousand, equal to the exchange rate adjustment, while the remaining loss had already been recognised in prior years). Details on individual items of deteriorated loans to customers are as follows: Description gross exposure specific impairment losses net exposure Lehman Brothers Special Financing Lehman Brothers International Europe Other non-performing loans to customers 4,721 572 237 -4,721 -523 -6 0 49 231 Total 5,530 -5,250 280 Portfolio impairment losses on performing loans consisted of €335 thousand for the total write-down of the coupons maturing on the Orio Finance PLC TV instrument, while the remaining part regarded impairment losses on loans to non-banking financial institutions recognised using the same parameters and methods as those used by the network banks for collective measurement of impairment on loans. 195* Notes to the Separate Financial Statements A.1.3 On- and off-balance sheet exposures to banks: gross and net amounts Type o f exposure/amounts Specific impairment losses Gross exposure Portfolio impairment losses Net expo sure A. On-balance sheet expo sure a) Non per forming loans - - X b) Impaired loans - - X - c) Restructured exposures - - X - - X d) Past due exposures - e) Other assets 31,118, 078 Total A X 31,118,078 - - - 31, 118 ,078 - 31,118,078 (1) 24, 421 ,486 B. Off-b alance sheet ex posures a) Deteriorated - b) Other 24,421, 487 - X X - Total B 24,421,487 - (1) 24,421,486 Tot al A+B 55,539,565 - (1) 55,539,564 A.1.4 On-balance sheet credit exposures to banks: changes in gross impaired exposures No deteriorated exposures to banks were recognised. A.1.5 On-balance sheet credit exposures to banks: changes in total impairment losses No impairment losses on deteriorated exposures to banks were recognised. 196* Notes to the Separate Financial Statements A.1.6 On- and off-balance sheet credit exposures to customers: gross and net amounts T yp e o f e xp o s u re / a m o u n t s S p e c if ic im p a irm e n t lo s s e s G ro s s e xp o s u re P o rt f o lio im p a irm e n t lo s s e s N e t e xp o s u re A . O n - b a la n c e s h e e t e xp o s u re a ) No n-pe rfo rm ing lo a ns 5,530 (5,250) X b) Im pa ire d lo a ns - - X - c ) R e s truc ture d e xpo s ure s - - X - - X d) P a s t due e xpo s ure s - e ) Othe r a s s e ts 23,134,260 To ta l A X 2 3 ,13 9 ,7 9 0 280 (1,030) ( 5 ,2 5 0 ) ( 1,0 3 0 ) 23,133,230 2 3 ,13 3 ,5 10 B . O f f - b a la n c e s h e e t e xp o s u re s a ) De te rio ra te d 25,237 b) Othe r 2,546,259 (4,896) X X 20,341 (26,837) 2,519,422 To ta l B 2 ,5 7 1,4 9 6 ( 4 ,8 9 6 ) ( 2 6 ,8 3 7 ) 2 ,5 3 9 ,7 6 3 T o t a l A +B 2 5 ,7 11,2 8 6 ( 10 ,14 6 ) ( 2 7 ,8 6 7 ) 2 5 ,6 7 3 ,2 7 3 Comments on on-balance sheet exposures have been given at the foot of table A.1.2. As concerns impairment losses on off-balance sheet transactions, the impairment loss of €4.9 million relates to total impairment losses recognised on unsecured guarantees. Details of the item “Portfolio impairment losses on off-balance sheet – b) Other” are given in Income Statement Section Table 8.4 – “Net impairment losses on other financial transactions”. 197* Notes to the Separate Financial Statements A.1.7 On-balance sheet credit exposures to customers: changes in deteriorated exposures Descr ipt ion/c ategor ies Non-perfor ming loans A. Initial gross exposure - of which: exposures transferred not der ecognised B. Inc reases Restructured e xposures Impair ed loans Past due exposures 5,689 - - - - - - 186 - - - B. 1 transf ers fr om perf or ming cr edit exposures - - - - B. 2 transf ers fr om other categories of impaired exposures - - - - B. 3 Other increases 186 - - - (345) - - - C. 1 transf ers to performing credit exposures - - - - C. 2 write-offs - - - - C. Decreases C. 3 payments received (345) - - - C. 4 f rom disposals - - - - C. 2 transf ers to other categor ies of deteriorated exposures - - - - C. 6 other decreases - - - - 5,530 - - - - - - - D. Final gross ex posure - of which: exposures transferred not der ecognised 198* Notes to the Separate Financial Statements A.1.8 On-balance sheet credit exposures to customers: changes in total impairment losses D e s c rip t io n / c a t e g o rie s A . T o t a l in it ia l n e t im p a irm e n t N o n - p e rf o rm in g lo a n s ( 5 ,0 6 7 ) - o f whic h: e xpo s ure s tra ns fe rre d no t de re c o gnis e d - B . In c re a s e s ( 18 3 ) B .1 im pa irm e nt lo s s e s B .2 tra ns fe rs fro m o the r c a te go rie s o f de te rio ra te d e xpo s ure s B .3 o the r inc re a s e s - P a s t due e xp o s u re s - - - - - (33) - - - - - - - (150) C . D e c re a s e s R e s t ru c t u re d e xp o s u re s Im p a ire d lo a n s - - - - C .1 unre a lis e d re ve rs a ls o f im pa irm e nt lo s s e s - - - - C .2 re ve rs a ls o f im pa irm e nt lo s s e s - - - - C .3 write -o ffs - - - - C .4 tra ns fe rs to o the r c a te go rie s o f im pa ire d e xpo s ure s - - - - C .5 o the r de c re a s e s D . T o t a l c lo s in g n e t im p a irm e n t ( 5 ,2 5 0 ) - o f whic h: e xpo s ure s tra ns fe rre d no t de re c o gnis e d - 199* - - - - Notes to the Separate Financial Statements - Loans to customers: gross and net amounts 31.12.2011 Non-performing Impaired l oans l oans Gross exposure - Financing - Securities Specific impairment l osses - Financing Restructured exposures Past due exposures Country risk 5,530 5,530 - - - - 15,693,413 15,267,204 - - - - - 426,209 (5,250) (5,250) - - - - - Securities - - - - - Portfol io impairment l osses - Financing - - - - - - Securities Total Performing l oans X X X (1,030) (1,030) - - - - - - 280 - - - - 15,692,383 200* Notes to the Separate Financial Statements A.2 Classification of exposures on the basis of external and internal ratings A.2.1 Distribution of on- and off-balance sheet credit exposures by external rating class External rating classes Exposures Class 1 A. On-balance sheet credit exposures B. Derivatives Class 2 Class 3 353,569 6,959,209 Class 4 179,009 Class 5 - Unrated Class 6 - Intragroup Total - 6,226,077 40,761,493 54,479,357 - 70,879 - - - - 932,304 1,048,381 2,051,564 B.1 Financial derivatives - 70,879 - - - - 932,304 1,045,728 2,048,911 B.2 Credit derivatives - - - - - - - 2,653 2,653 C. Guarantees granted - 210,224 - - - - 1,361,423 14,424,013 15,995,660 D. Commitments to grant funds - 1 15 - - - 714,887 8,199,123 8,914,026 353,569 7,240,313 179,024 - - - 9,234,691 64,433,010 81,440,607 Total The following table gives the relationship between external rating classes reported in the table and the Moody’s classes. Class Moody's Ratings 1 Aaa,Aa,Aa1,Aa2,Aa3 2 A,A1,A2,A3 3 Baa,Baa1,Baa2,Baa3 4 Ba,Ba1,Ba2,Ba3 5 B,B1,B2,B3 Caa,Caa1,Caa2,Caa3,C a,C,DDD,DD,D 6 201* Notes to the Separate Financial Statements A.2.2. Distribution of on- and off-balance sheet credit exposures by internal rating class Internal rating classes Exposures A. On-balance sheet exposure B. Derivatives Unrated 1 2 3 4 5 6 7 8 9 10 11 - - - - - 3,424 15,012 2,737 - 157,167 - 54,073,247 Total 54,251,587 - - - - - - 2,274 - - 27,270 - 2,022,020 2,051,564 B.1 Financial derivatives - - - - - - 2,274 - - 27,270 - 2,019,367 2,048,911 B.2 Credit derivatives - - - - - - - - - - - 2,653 2,653 - 75,419 - 224,809 606,900 - 46,328 24,832 34,657 6,076 20,028 14,956,611 15,995,660 - - - - - - - - - - - 8,914,026 8,914,026 - 75,419 - 224,809 606,900 3,424 63,614 27,569 34,657 190,513 20,028 79,965,904 81,212,837 C. Guarantees granted D. Commitments to grant funds Total On-balance sheet exposures include equity instruments and units in O.I.C.R.s (collective investment instruments) in accordance with the information already given in the preceding tables A.1.3 and A.1.6. Only 0.33% of on-balance sheet exposures have been assigned an internal rating. This is due to the extremely small volume of the Bank’s traditional lending business to customers and to the prevalence of positions in financial instruments. 202* Notes to the Separate Financial Statements A.3 Distribution of guaranteed/secured exposures by type of guarantee A.3.1 Guaranteed/secured credit exposures to banks The secured credit exposures to banks consist of reverse repurchase agreements. The amount for the net exposure relates to the carrying amount, while the market value of the underlying securities is given for the collateral. The counterparties in question consist of banks in the Group for €4.8 billion and of other banks for approximately €534 million of the amount. P e rs o n a l g u a ra n t e e s ( 2 ) S e c u re d ( 1) C re d it d e riv a t iv e s A m o unt o f n e t e xp o s u re P ro p e rt ie s S e c u rit ie s Othe r c o lla t e ra l C LN s Un s e c u re d g u a ra n t e e s T o t a l ( 1) +( 2 ) O t h e r d e riv a t iv e s G o v e rn m e n t Othe r s a nd p u b lic c e n t ra l a u t h o rit ie s ba nks B a nks G o v e rn m e n t Othe r s a n d c e n t ra l p u b lic ba nks a u t h o rit ie s Othe r B a nks Othe r 1. o n - b a la n c e s h e e t g u a ra n t e e d / s e c u re d c re d it e xp o s u re s 1.1. fully gua ra nte e d/s e c ure d 4,704,189 - 5,146,855 - - - - - - - - - - 5 ,14 6 ,8 5 5 - o f whic h de te rio ra te d - - - - - - - - - - - - - - 1.2. pa rtia lly gua ra nte e d/s e c ure d 587,406 - 559,980 - - - - - - - - - - 5 5 9 ,9 8 0 - o f whic h de te rio ra te d - - - - - - - - - - - - - - 2 . O f f - b a la n c e s h e e t g u a ra n t e e d / s e c u re d c re d it e xp o s u re s 2.1. fully gua ra nte e d/s e c ure d - o f whic h de te rio ra te d 2.2. pa rtia lly gua ra nte e d/s e c ure d - o f whic h de te rio ra te d - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 203* Notes to the Separate Financial Statements A.3.2 Guaranteed/secured credit exposures to customers Personal guar ant ees (2) Secured (1) C redit derivatives Amount o f net exposur e Sec urities Other co llateral Tot al ( 1) +(2) Other derivatives CLNs Properties Unsecured guarantees Go vernment s a nd central b anks Other pub lic a uthor ities Banks Gove rnments and central banks Other Other public authorities Banks Other 1. On-ba lance she et guaranteed/se cure d cr edit exposur es 1. 1. ful ly guaranteed/secured 3 ,050,5 26 - 3, 507, 020 - - - - - - - - - - - of which deteriorated 1. 2. partially gua ranteed/ secured - - - - - - - - - - - - - - 357,9 94 - 349, 418 - - - - - - - - - - 349,418 - of which deteriorated - - - - - - - - - - - - - - 2. Off-balance sheet guaranteed/se cure d cr edit exposur es 2. 1. ful ly guaranteed/secured - 3,507,020 - - - - - - - - - - - - - - of which deteriorated 2. 2. partially gua ranteed/ secured - - - - - - - - - - - - - - - - - - - - - - - - - - - - - of which deteriorated - - - - - - - - - - - - - - The secured credit exposures to customers consist of reverse repurchase agreements. The amount for the net exposure relates to the carrying amount, while the market value of the underlying securities is given for the collateral. Reverse repurchase agreements, which amounted to €3.1 billion, were entered into with the Group member company UBI Leasing Spa for €2.5 billion and with Cassa di Compensazione e Garanzia (central counterparty clearing) for €916 million. 204* Notes to the Separate Financial Statements B. DISTRIBUTION AND CONCENTRATION OF CREDIT EXPOSURES B.1 Distribution by sector of on- and off-balance sheet credit exposures to customers (carrying amount) G o v e rn m e n t s O t h e r p u b lic a u t h o rit ie s F in a n c ia l c o m p a n ie s In s u ra n c e c o m p a n ie s N o n f in a n c ia l c o m p a n ie s Othe r E xp o s u re s / C o u n t e rp a rt ie s A . O n - b a la n c e s h e e t e xp o s u re A.1 No n-pe rfo rm ing lo a ns - - X - - X 49 (5,244) X - - X 231 (6) X - - A.2 Im pa ire d lo a ns - - X - - X - - X - - X - - X - - X A.3 R e s truc ture d e xpo s ure s - - X - - X - - X - - X - - X - - X - X - X - X - X - X A.4 P a s t due e xpo s ure s A.5 Othe r e xpo s ure s To ta l A 7,233,305 X 7 ,2 3 3 ,3 0 5 - - - 10 X 10 - - - 15,695,645 15 ,6 9 5 ,6 9 4 X X (1,001) ( 5 ,2 4 4 ) ( 1,0 0 1) 98,127 - X 9 8 ,12 7 - - 84,097 8 4 ,3 2 8 X (29) (6 ) (2 9 ) 22,046 X X 2 2 ,0 4 6 - - B . O f f - b a la n c e s h e e t e xp o s u re s B .1 No n-pe rfo rm ing lo a ns - - X - - X - - X - - X 14,253 (4,884) X - - X B .2 Im pa ire d lo a ns - - X - - X - - X - - X - - X - - X - X - X B .3 Othe r de te rio ra te d a s s e ts - B .4 Othe r e xpo s ure s 1 X - 159,212 X X (788) 636,860 X (269) 438,861 X X (45) 6,088 1,250,748 (12) X X (5,323) 33,740 X X (20,412) 1 - - 15 9 ,2 12 - (7 8 8 ) 6 3 6 ,8 6 0 - (2 6 9 ) 4 3 8 ,8 6 1 - (4 5 ) 1,2 7 1,0 8 9 ( 4 ,8 9 6 ) ( 5 ,3 2 3 ) 3 3 ,7 4 0 - ( 2 0 ,4 12 ) T o t a l ( A +B ) 3 1.12 .2 0 11 7 ,2 3 3 ,3 0 6 - - 15 9 ,2 2 2 - (7 8 8 ) 16 ,3 3 2 ,5 5 4 ( 5 ,2 4 4 ) ( 1,2 7 0 ) 5 3 6 ,9 8 8 - (4 5 ) 1,3 5 5 ,4 17 ( 4 ,9 0 2 ) ( 5 ,3 5 2 ) 5 5 ,7 8 6 - ( 2 0 ,4 12 ) T o t a l ( A +B ) 3 1.12 .2 0 10 8 ,7 0 4 ,6 0 7 - - 3 0 5 ,2 6 0 - (4 ) 15 ,4 9 8 ,110 ( 5 ,0 6 1) ( 6 ,6 2 7 ) 12 3 ,7 5 3 - (8 ) 8 9 4 ,9 5 9 ( 4 ,9 0 2 ) ( 4 ,9 2 5 ) 6 5 ,3 6 3 - ( 8 ,4 4 0 ) To ta l B 205* Notes to the Separate Financial Statements B.2 Geographical distribution of on- and off-balance sheet credit exposures to customers (carrying amount) E xp o s u re s / G e o g ra p h ic a l a re a s O T H E R E UR O P E A N C O UN T R IE S IT A LY Ne t e xp o s u re T o t a l im p a irm e n t lo s s e s Ne t e xp o s u re A M E R IC A T o t a l im p a irm e n t lo s s e s Ne t e xp o s u re A S IA T o t a l im p a irm e n t lo s s e s Ne t e xp o s u re R E S T O F T H E WO R LD T o t a l im p a irm e n t lo s s e s Ne t e xp o s u re T o t a l im p a irm e n t lo s s e s A . O n - b a la n c e s h e e t e xp o s u re A.1 No n-pe rfo rm ing lo a ns 231 (6) - - 49 (5,244) - - - A.2 Im pa ire d lo a ns - - - - - - - - - - A.3 R e s truc ture d e xpo s ure s - - - - - - - - - - A.4 P a s t due e xpo s ure s A.5 Othe r e xpo s ure s TOTA L A - - - - - - - - - - - 22,232,704 (445) 517,600 (471) 382,926 (114) - - - - 2 2 ,2 3 2 ,9 3 5 ( 4 5 1) 5 17 ,6 0 0 ( 4 7 1) 3 8 2 ,9 7 5 ( 5 ,3 5 8 ) - - - - B . O f f - b a la n c e s h e e t e xp o s u re s B .1 No n-pe rfo rm ing lo a ns 14,253 (4,884) - - - - - - - - - - - - - - - - - - 6,088 (12) - - - - - - - - 2,342,678 (26,837) 26,366 - 142,530 - 7,848 - - - B .2 Im pa ire d lo a ns B .3 Othe r de te rio ra te d a s s e ts B .4 o the r e xpo s ure s TOTA L B 2 ,3 6 3 ,0 19 ( 3 1,7 3 3 ) 2 6 ,3 6 6 - 14 2 ,5 3 0 - 7 ,8 4 8 - - - T o t a l ( A +B ) 3 1.12 .2 0 11 2 4 ,5 9 5 ,9 5 4 ( 3 2 ,18 4 ) 5 4 3 ,9 6 6 ( 4 7 1) 5 2 5 ,5 0 5 ( 5 ,3 5 8 ) 7 ,8 4 8 - - - T o t a l ( A +B ) 3 1.12 .2 0 10 2 4 ,6 4 9 ,4 7 4 ( 2 4 ,5 4 7 ) 3 7 6 ,5 0 4 (3 5 8 ) 5 5 1,4 6 5 ( 5 ,0 6 1) 14 ,6 0 9 - - - 206* Notes to the Separate Financial Statements B.3 Geographical distribution of on- and off-balance sheet credit exposures to banks (carrying amount) E xp o s u re s / G e o g ra p h ic a l a re a s O T H E R E UR O P E A N C O UN T R IE S IT A LY A M E R IC A R ES T OF THE WO R LD A S IA A . O n - b a la n c e s h e e t e xp o s u re A.1 No n-pe rfo rm ing lo a ns - - - - - - - - - A.2 Im pa ire d lo a ns - - - - - - - - - - A.3 R e s truc ture d e xpo s ure s - - - - - - - - - - A.4 P a s t due e xpo s ure s A.5 Othe r e xpo s ure s TOTA L A - - - - - - - - - - - 28,264,048 - 2,843,448 - 4,602 - 4,250 - 1,730 - 2 8 ,2 6 4 ,0 4 8 - 2 ,8 4 3 ,4 4 8 - 4 ,6 0 2 - 4 ,2 5 0 - 1,7 3 0 - B . O f f - b a la n c e s h e e t e xp o s u re s B .1 No n-pe rfo rm ing lo a ns - - - - - - - - - - B .2 Im pa ire d lo a ns - - - - - - - - - - B .3 Othe r de te rio ra te d a s s e ts - - - - - - - - - - 9,468,079 - 14,881,906 (1) 71,501 - - - - - B .4 o the r e xpo s ure s TOTA L B 9 ,4 6 8 ,0 7 9 - 14 ,8 8 1,9 0 6 ( 1) 7 1,5 0 1 - - - - - T o t a l ( A +B ) 3 1.12 .2 0 11 3 7 ,7 3 2 ,12 7 - 17 ,7 2 5 ,3 5 4 ( 1) 7 6 ,10 3 - 4 ,2 5 0 - 1,7 3 0 - T o t a l ( A +B ) 3 1.12 .2 0 10 3 6 ,3 2 3 ,2 9 1 - 2 4 ,4 2 2 ,3 8 2 (5 ) 18 8 ,18 4 - 3 ,8 3 8 - 1,7 5 8 - 207* Notes to the Separate Financial Statements B.4 Large exposures Number of positions Exposure Risk position 31.12.2011 4 97,659,672 1,404,864 “Large exposures” have been defined as exposures for nominal amounts equal to or greater than 10% of the supervisory capital, since the supervisory report for 31st December 2010. Individual banks belonging to banking groups are subject to an individual limit of 40% of their supervisory capital. The latter limit relates to the “risk position”, which is the weighted exposure according to the rules of the current regulations. C. Securitisations and the transfer of assets C.1 Securitisation transactions Qualitative information Albenza, Albenza 2 and Albenza 3 transactions Three securitisations were performed in 1999, 2000 and 2001 by the former Banca Popolare di Bergamo – Credito Varesino, now UBI Banca, pursuant to Law No. 130/99, on performing mortgage loans to private individuals resident in Italy. These securitisations were performed to support the considerable expansion in the home mortgage lending sector. All the securitisation transactions described above were carried out with the assistance of special purpose entities (SPEs) established for that purpose, as provided for by Law No. 130/1999. The Bank holds no interests in those companies, in order: Albenza Srl, Albenza 2 Società per la Cartolarizzazione Srl and Albenza 3 Società per la Cartolarizzazione Srl. The special purpose entities which transferred the securitised loans engaged UBI for the servicing activity which in turn signed a sub-servicing contract with its subsidiary Banca Popolare di Bergamo Spa, delegating to it principally the task of managing relations with customers, the receipt of instalments on mortgage repayments and in-court and out-ofcourt debt collection. The Albenza and Albenza 2 transactions were wound up in advance in 2008 and 2009 respectively, in accordance with the provisions of the contract. In 2011 servicing activity was therefore only performed in relation to the Albenza 3. securitisation. The consideration paid to UBI Banca during the year for that activity amounted to €45 thousand. The Bank constantly monitors the performance of transactions and periodically informs senior management and the supervisory body of credit recovery activities and the quality of the existing portfolio when quarterly reports are prepared. While they were inevitably affected by the general deterioration of the economic crisis, these factors again continued to be satisfactory in 2011 in consideration of the good quality of the portfolio initially transferred. 208* Notes to the Separate Financial Statements UBI Finance 2 transaction A securitisation transaction was performed in the first half of 2009 by transferring loans to small to medium-sized enterprises classified as performing and held by the subsidiary, Banco di Brescia Spa, to a special purpose entity named UBI Finance 2 Srl. The main characteristics of the UBI Finance 2 securities issued on 27th February 2009 are as follows: class A notes (senior tranches): nominal amount €1,559,500,000.00 at floating rate, assigned the highest rating by Fitch. These securities have been made available to UBI Banca by means of repurchase agreements to be used as collateral in repo transactions with the ECB or to guarantee intraday transactions with the Bank of Italy; class B notes (junior tranches): nominal amount €519,850,000.00 with no rating and with a yield equal to the additional return on the transaction, which allows the originator, Banco di Brescia, to benefit from the excess spread on the underlying portfolios. In order to comply with new requirements for the eligibility of securitised instruments as collateral in refinancing operations with the ECB, in the first quarter of 2011 Moody’s, the rating agency, was asked to assign a second rating to the class A securities. The rating initially assigned was Aaa. On 20th July 2011, the first amortisation payment of the class A notes took place amounting to approximately €970.5 million. Therefore as at 31st December 2011, the senior tranches amounted to €589,072,430.92, nominal while the amount of the class B notes, which because of their subordination received no amortisation payment, remained unchanged. On 20th January 2012, the subsequent amortisation payment date, €129.9 million of the class A notes was redeemed, while no redemption of the class B notes took place because of the subordination clause. With regard to that securitisation, UBI Banca, as the Parent of the Group, fills the roles of the Italian account bank, calculation agent and servicer, while it delegated responsibility to the originator Banco di Brescia, as the sub-servicer, for collecting payments and managing relations with customers for the securitised assets (except for those positions classified as non-performing which were handled by the Credit Area of the Parent). In return for those activities UBI Banca received payment which totalled €250 thousand in 2011. 209* Notes to the Separate Financial Statements UBI Finance 3 transaction In the second half of 2010 a new securitisation transaction was initiated by transferring loans to small to medium-sized enterprises, classified as performing and held by Banca Popolare di Bergamo Spa, to the special purpose entity UBI Finance 3 Srl. The transaction was completed in two stages: - the transfer of the loans by the originator Banca Popolare di Bergamo to the special purpose entity UBI Finance 3 on 6th December 2010, for an amount of approximately €2.8 billion; - the issue of securities by UBI Finance 3, which took place on 25th July 2011. The characteristics of the notes issues are as follows: class A notes (senior tranches): nominal amount €1,863,600,000.00 at floating rate, maturity in 2050, assigned an AAA rating by Fitch and an Aaa rating by Moody’s. The current rating levels are A- (Fitch) and Aa3 (Moody’s); class B notes (junior tranches): nominal amount €897,300,000.00, maturity 2050, unrated and with a yield equal to the additional return on the transaction, which allows the originator, Banca Popolare di Bergamo, to benefit from the excess spread on the underlying portfolios. When the mortgages were transferred, servicing and sub-servicing contracts were signed by which UBI Banca as the Parent performs the role of servicer, while the collection of payments and managing relations with customers for the securitised assets were delegated to the originator, Banca Popolare di Bergamo, as the sub-servicer (here too, except for those positions reclassified as non-performing, which will be handled by the Credit Area of the Parent). The remuneration due to UBI Banca in 2011 for that activity amounted to €155 thousand. The UBI Finance 3 securitisation is a “revolving” operation. It is therefore possible for further transfers of mortgages to be made by the originator by April 2013, to be financed by the special purpose entity UBI Finance 3 with the receipts of the securitised portfolio. As already reported, in the last few months of 2011 and again in February 2012, the ratings assigned to UBI Banca by the three rating agencies Moody’s, Fitch and Standard and Poor’s were reduced following the downgrade of the rating for Italy. The reduction in the Parent’s rating, which, as indicated above, plays key roles in the organisation of the securitisations, had the effect in some cases of triggering additional guarantee mechanisms and can lead to further action on the part of the agencies themselves, even with regard to the ratings assigned to securitised notes. With regard to the first point, at the end of October 2011 Banca Popolare di Bergamo, the originator of the UBI Finance 3 securitisation, made a subordinated payment of €50 million to that entity, designed to cover potential payouts connected with specific risks (“set-off risk”), while UBI Banca, as the “liquidity facility provider” made a sum of €28 million available on the accounts of the special purpose entity to meet the risk of possible liquidity shortages. Similar action was taken by UBI Banca as the “liquidity facility provider” for the UBI 210* Notes to the Separate Financial Statements Finance 2 securitisation, where in this case a payment of €16.3 million was made in November. For both these securitisations, margin deposits had to be made for the swap contracts in which either UBI Banca or the originator banks are counterparties and in the first quarter of 2012 UBI Banca International had to be replaced by Bank of New York Mellon as the account bank for the securitisation. With regard to the ratings on the other hand, the rating agencies undertook initial action to reduce the ratings on the class A notes downgrading them to A- for Fitch and Aa2 for Moody’s, the levels at which they stood at the end of 2011. To complete the information, at the end of 2011 Fitch again placed the operation “on watch” and then confirmed the rating for the notes at the beginning of 2012 maintaining it at A-, while Moody’s cut its rating further bringing the class A notes down to Aa3. The new ratings assigned to the above securities nevertheless remain compatible with the eligibility requirements for refinancing operations with the Central Bank. 211* Notes to the Separate Financial Statements Quantitative information C.1.1 Exposures resulting from securitisation transactions by quality of the underlying assets Q u a lit y o f u n d e rlyin g a s s e t s / E xp o s u re s O n - b a la n c e s h e e t e xp o s u re s S e n io r A . Wit h o wn u n d e rlyin g a s s e ts : - M e z z a n in e - - G u a ra n t e e s g ra n t e d J u n io r - - S e n io r - - M e z z a n in e - - - C re d it lin e s J u n io r - S e n io r - - M e z z a n in e - - J u n io r - - - a ) De te rio ra te d - - - - - - - - - - - - - - - - - - b) Othe r - - - - - - - - - - - - - - - - - - B . Wit h u n d e rlyin g a s s e t s o f o t h e rs : a ) De te rio ra te d b) Othe r 1,4 4 7 1,4 4 7 2 ,4 0 2 2 ,4 0 2 5 ,3 6 2 5 ,0 2 9 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,447 1,447 2,402 2,402 5,362 5,029 - - - - - - - - - - - - C.1.2 Exposures resulting from the principal “own” securitisation transactions by type of securitised assets and by type of exposure No exposures resulting from “own” securitisation transactions to report. 212* Notes to the Separate Financial Statements C.1.3 Exposures resulting from the principal “third party” securitisation transactions by type of securitised assets and by type of exposure Credit lines Impairment losses/rever sals Impairment losses/rever sals Junior Carrying amount Mezzanine Impairment losses/rever sals C arrying amount Impairment losses/rever sals Senior C arrying amount Junior C arrying amount Impair ment losses/ reversals Impairment losses/rev ersa ls Mezzanine Impairment losses/ rever sals Senior Car rying amount Junior Car rying amount Impair ment losses/r eversals Car rying amount Mezzanine Impair me nt losses/r eversals Type of underlying assets/Exposures Car rying amount Se nior Guar ant ees granted Ca rrying amount On-b alance sheet exposures A. Subject t o full der ecognit ion A.1 LOMB L EASE F4 22 TV C A.2 OR IO FINAN CE 3 PLC A.3 LOMB L EASE F4 22 TV A ABS instr uments Mortgages on properties ABS instr uments 1,447 (45) - - - - - - - - - - - - - - - - - - - - 5,029 ( 333) - - - - - - - - - - - - - - 2,402 (338) - - - - - - - - - - - - - - The Orio Finance 3 PLC security was classified within asset item 20, “Financial assets held for trading” and the relative impairment loss was recognised within income statement item 80 “Net trading income”. The remaining securities were classified within asset item 40, “Available-forsale financial assets”, with a consequent balancing entry in the fair value reserve in equity. 213* Notes to the Separate Financial Statements C.1.4 Exposures resulting from securitisation transactions by portfolio and type Exposure/portfolio Financial asset s held for t rading Financial assets fair value options Av ailable-for-sale financial assets Held-to-maturit y investments Loans 31.12.2011 31.12.2010 5,029 - 3,849 - - 8,878 100,234 - " Senior" - - 1,447 - - 1,447 92,091 - " Mezzanine" - - 2,402 - - 2,402 2,784 5, 029 - - - - 5,029 5,359 2. Of f-balance sheet exposur es - - - - - - - - " Senior" - - - - - - - 1. On-balance sheet exposur es - " Junior" - " Mezzanine" - - - - - - - - " Junior" - - - - - - - 214* Notes to the Separate Financial Statements C.1.5 Total amount of the securitised assets underlying the junior securities or other forms of lending support Assets/amounts A. Ow n underl ying assets: A.1 Subject to full derecognition Traditional securitisations Synthetic securitisations - X 1. Non-performing loans - X 2. Impaired loans - X 3. Restructured exposures - X 4. P ast due exposures - X 5. Other assets - X - X - X A.2 Subject to partial derecognition 1. Non-performing loans 2. Impaired loans - X 3. Restructured exposures - X 4. P ast due exposures - X 5. Other assets - X A.3 Not derecognised 1. Non-performing loans - - - - 2. Impaired loans - - 3. Restructured exposures - - 4. P ast due exposures - - 5. Other assets - - 23,119 848 - B. Underl ying assets of others: B.1 Non-performing loans B.2 Impaired loans B.3 Restructured exposures B.4 P ast due exposures B.5 Other assets 120 - - - 22,151 - 215* Notes to the Separate Financial Statements C.1.6 Interests in special purpose entities Name Lombarda Lease Finance 4 UBI Lease Finance 5 24‐7 Finance UBI Finance UBI Finance 2 UBI Finance 3 Registered address Via XX Settembre, 8 ‐ Brescia Via Foro Bonaparte, 70 ‐ Milano Via XX Settembre, 8 ‐ Brescia Via Foro Bonaparte, 70 ‐ Milano Via XX Settembre, 8 ‐ Brescia Via XX Settembre, 8 ‐ Brescia % interest 10% 10% 10% 60% 10% 10% Information on special purpose entities is given in Part E of the notes to the consolidated financial statements, where a description is given of all the securitisations performed by Group member companies and the relative interests of UBI Banca as the Parent. C.1.7 Servicer activity – payments received on securitised loans and redemptions of securities issued by the special purpose entity Special purpose entity Percentage of securities redeemed (end of period figure) Securitised assets (end of period figure) Payments received on loans during year Deteriorated Performing Deteriorated Albe nza Srl - - - - - - - - - - Albe nza 2 Società pe r la cartolarizzazione Srl - - - - - - - - - - Albe nza 3 Società pe r la cartolarizzazione Srl 968 22,15 1 281 14,007 0.15 93.92 - - - - Performing Senior Impaired assets (%) Mezzanine Performing ass ets (%) 216* I mpaired ass ets (%) Junior Performing assets (%) I mpaired ass ets (%) Performing assets (%) Notes to the Separate Financial Statements C.2 Transfers C.2.1. Financial assets transferred not derecognised Loans t o customer s Tot al partially recognised (full va lue ) pa rtially rec ognised (BV) fully recognised ( BV) part ially recog nised (BV) partially rec ognised (full value) Loans t o b anks fully recognised (BV) pa rtially recognised (full value) part ially recognised (BV) fully r ecognised (BV) Held-t o-mat ur ity investment s part ially recognised (full v alue) partially re cognised ( BV) Available-for -sale financial asset s fully recognised (BV) partially recognised (full value ) par tia lly recognised (BV) fully recog nised ( BV) part ially recognised (BV) pa rtially recognised (full value) Financial assets held for Financial a ssets at tra ding fair value fully r ecognised (BV) Type/ Port folio 31.12.2011 31.12.2010 A. On-balance sheet assets 1. Debt instruments 1, 137,977 - - - - - 3,258,552 - - 5,507,587 10,192,335 2. Equity instruments - - - - - - 232,316 - - X X X X X X X X X 232,316 - 3. O. I.C .R. - - - - - - - - - X X X X X X X X X - - 4. Financing - - - - - - - - - - - B. Der iva tive instrument - - - - - Total 31.12.2011 1,137,977 - - X X - X - X - X 3,490,868 X - - X - - - X - X - 1,1 11, 058 X - - X 1,111,058 - X - - X - - X - - X - - 5,739,903 - - - - - - - - - - - - - - - - - - - Total 31.12.2010 1,771,525 - - - - - 6,544,626 - - - - - 1,876,184 - - - - - - - - - - - - - - - - - - - - - - - of which deteriorated of which deteriorated 10,192,335 - The assets transferred and not derecognised relate to own securities pledged in repurchase agreement transactions. 217* Notes to the Separate Financial Statements - C.2.2 Financial liabilities resulting from financial assets transferred not derecognised Liability/ Asset por tfolio 1. Due to customers a) against fully recognised assets Financ ial assets held Financial assets at fair for tr ading v alue Ava ila ble-fo r-sale financial assets Held-t o-mat urity invest ment s Loans to banks Loans to custo me rs Total 891,818 - 3,056,261 - - - 3,948,079 891 ,818 - 3,0 56,2 61 - - - 3,948,079 - - - - - - - 234,234 - 468,088 - 980,420 - 1,682,742 234 ,234 - 4 68,0 88 - 980, 420 - 1,682,742 - - - - - - - Total 31.12.2011 1,126,052 - 3,524,349 - 980,420 - 5,630,821 Total 31.12.2010 1,775,506 - 6,715,566 - 1,781,107 - 10,272,179 b) against partially recognised assets 2. Due to banks a) against fully recognised assets b) against partially recognised assets 218* Notes to the Separate Financial Statements C.3 Covered bond operations The objectives In 2008 the Management Board of UBI Banca passed a resolution to proceed to implement a structured programme for the issue of covered bonds designed to produce benefits in terms of funding while containing the cost at the same time. In detail, the Management Board performed the following: it identified the objectives of the programme; it identified the basic structure of an operation to issue covered bonds in the light of the legislation and encapsulated and examined the main elements, including the portfolio of loans, the criteria for selecting them, the structure of the financial transaction and the relative tests; it assessed and approved the impacts and the organisational, IT and accounting changes that would be required. These changes were performed to ensure proper risk management by the Parent and also by the single banks participating. Account was also taken, in drawing up the procedures, of the requirements set by regulations issued by the Bank of Italy; it assessed the risks connected with the operation to issue covered bonds; it assessed the organisational and operating structure of the special purpose entity concerned in order to ensure that the contracts involved in the operation contained clauses that would guarantee the proper and efficient performance of the functions of the special purpose entity itself; it assessed the legal aspects through an in-depth examination of the parties and contract documents used, with particular attention paid to the nature of the guarantees given by the special purpose entity and the relations between the issuing bank, the originator banks and the special purpose entity. The structure The basic structure of the operation to issue covered bonds involved the performance of the following activities: one bank (the originator) transfers a set of assets with determined characteristics to a special purpose entity to form a separate set of assets termed a “cover pool”; the originator bank (acting here as a financing bank) grants a subordinated loan to the special purpose entity designed to fund the purchase of the assets by the entity; the bank (the issuing bank) issues covered bonds backed by a primary, unconditional and irrevocable guarantee given by the special purpose entity to the sole benefit of the holders of the covered bonds and the hedging counterparties involved in the transaction. The guarantee is backed by all the assets transferred to the special purpose entity and which form part of the cover pool. As part of the structure described above, the UBI Banca Group has launched a programme for issues of ten billion euro of covered bonds. The structure that was adopted also allows the transfer of the portfolios which constitute the segregated assets of the special purpose entity from more than one originator bank, which are not issuer banks. To achieve this, a special purpose entity, UBI Finance Srl was formed, which as the guarantor of the issue performed by UBI Banca acquired a portfolio of residential mortgages transferred to it from network banks of the Group, which participated in the programme both as originator banks and as financing banks. 219* Notes to the Separate Financial Statements The roles of master servicer, calculation agent and cash manager of the transaction were performed by the Parent, while that of paying agent was performed by Bank of New York (Luxembourg) Sa. The representative of the bondholders is BNY Corporate Trustee Services Limited. UBI Banca then delegated responsibility for servicing activity, consisting of collecting payments and managing relations with customers for the portfolio transferred by each originator, to the originator banks as sub-servicers. The originator banks also perform the role of swap counterparties in the “balance guarantee swaps” stipulated with the special purpose entity in order to normalise the cash flows generated by the mortgage portfolio. A summary of the main features of the structure of UBI Banca’s covered bond programme is given below. Annual Coupon (fixed) Asset Monitor Covered Bond Covered bond investors Loan granted Interest on loan (monthly) Funding from covered bond issue Guarantee Interest on subordinated loan Euribor + spread floating (monthly) Euribor + spread Sellers Sellers UBI Finance SRL Asset SWAP Interest on Cover Pool SPE LIABILITY SWAPS Coupon (fixed) Subordinated Loan Granted Mortgage cover pool A) Covered Bonds. UBI Banca Scpa issues covered bonds under the programme. B) Bond Loan. In order to allow the funding acquired on institutional markets from the issue of covered bonds to flow back to the originator banks, these banks may issue bonds and the right to require subscription of them by UBI Banca, within the limits of their quota of participation in the programme. These bonds shall have the same maturity as the covered bonds and a yield equal to (or slightly higher than) that of the covered bonds. C) Subordinated Loans. In order to fund the purchase of mortgages by the special purpose entity, the originator banks grant subordinated loans to it. The yield on these loans is calculated as a “premium” or “extra spread” equal to the amount of the interest received, which remains in the accounts of the special purpose entities once priority amounts in the chain of payments have been deducted, relating to items such as the expenses incurred by the entity, payments to swap counterparties and allocations to “reserve accounts”. D) Swaps to hedge interest rate risk. If the covered bonds are issued at a fixed rate, UBI Banca hedges the interest rate risk by entering into swap contracts with market counterparties, thereby transforming the exposure to a variable rate. These swaps lie outside the perimeter of the covered bond programme and are entered into with a view to interest rate risk management as part of the Parent’s ALM. E) Asset swaps. Asset swap contracts are entered into between the originator banks and the special purpose entity to normalise the cash flows consisting of the interest instalments on the portfolios transferred. Each of these swaps has an initial notional value equal to the 220* Notes to the Separate Financial Statements value of the portfolios transferred to UBI Finance by each originator. These notional amount are then adjusted monthly on the basis of the contraction of the portfolio and increases due to the addition of new mortgages. The duration of the swaps are related to the maturities of the mortgages in each portfolio transferred. Since the individual originator banks are not assigned ratings themselves and as a consequence would not comply as swap counterparties with the criteria set by the rating agencies to rate the programme, UBI Banca backs the payments between the originator banks and UBI Finance by signing a guarantee. The swap contracts involve the monthly flow back to the originator banks of the interest received on the loans present in each portfolio (net of the expenses of the special purpose entity and of provisions in its accounts as indicated in the chain of payments) against the payment of a sum equal to the notional return indicated at the Euribor rate plus a spread. F) Liability swaps. A liability swap contract is entered into between UBI Banca and UBI Finance for each fixed rate issue. These are designed to protect against interest rate risk, which might affect the cash flows received from the special purpose entity (including those from the asset swaps) and the amounts due from the special purpose entity to investors (fixed rate coupons on the covered bonds) in the event of default by UBI Banca. The structure of the liability swaps only requires the exchange of cash flows between UBI Banca and the special purpose entity in the event of default by UBI Banca or alternatively when UBI Banca assigns a swap contract to another eligible counterparty both the asset swap and the liability swap are structured to comply with all the conditions set by the rating agencies and they incorporate all the standard provisions set by the market for a downgrade. G) Current accounts. The operation involves a complex system of current accounts to pay and receive the cash flows involved in the operation. A series of accounts were opened in the name of the special purpose entity for each originator bank as follows: collection account at UBI Banca Scpa linked to each originator bank into which sums received are paid consisting of interest and principal on the portfolios of each originator, and, where applicable, other assets transferred to the special purpose entity under the programme (e.g. eligible assets and top-up assets); interest account with Bank of New York Mellon, London Branch (until November 2011 with UBI Banca International Luxembourg) linked to each originator bank into which all interest paid into the collections accounts will be paid on a daily basis and also all amounts paid to the special purpose entity by the counterparties of the swap contracts. principal account with Bank of New York Mellon, London Branch (until November 2011 with UBI Banca International Luxembourg) linked to each originator bank into which all the principal repayment amounts paid into the collection account will be paid on a daily basis; a reserve fund account, with Bank of New York Mellon, London Branch (until November 2011 with UBI Banca International Luxembourg) into which interest accruing on the covered bonds is paid monthly in order to guarantee the payment of current coupons; an expense account, into which the amounts required to meet the expenses of the special purposes entity will be paid, drawn from interest accounts, in proportion to the quota of participation in the programme of each originator bank. 221* Notes to the Separate Financial Statements Effectiveness tests. Effectiveness tests are performed monthly on the whole cover pool and separately on the portfolios transferred by each originator, in order to determine the financial integrity of each bank’s portfolio. As required by the regulations, because it is a multioriginator programme, with cross-collateralisation of the originator banks’ portfolios, the only valid test for investors is that performed on the whole cover pool, while the tests performed on the individual portfolios are used to determine the integrity of each originator’s portfolio for the purposes of cross-collateralisation between the different originator banks. In detail: the nominal value test verifies whether the nominal value of the loans in the transferred portfolio is greater than the nominal value of the covered bonds issued. In order to ensure an adequate degree of overcollateralisation in the portfolio, while the covered bonds are considered at their nominal value, the loans in the portfolio are weighted on the basis of the relative collateral backing them and the total amount is further reduced by an asset percentage; the net present value test verifies whether the present value of the loans remaining in the portfolio is greater than the present value of the covered bonds issued; the interest cover test verifies whether the interest received and held in accounts and the cash flows from interest to be received net of the entity’s expense is greater than the interest to be paid to the holders of the covered bonds; amortisation test (similar to the nominal value test, but only performed if UBI Banca is downgraded by rating agencies); the top-up assets test verifies whether, UBI Banca defaults, the total amount of additional assets and liquidity is not 15% greater than the nominal value of the loans remaining in the portfolio transferred, in compliance with the Ministry of the Economy and Finance and Bank of Italy instructions. If all the tests are passed simultaneously then the special purpose entity may proceed to pay all the parties involved in the programme, including the originator banks as the lenders of the subordinated loan, in the order indicated in the “payment chain”. However, if the results of the tests are negative, then the contract states that the UBI Banca Group must increase the collateral of the portfolio by transferring new mortgages to it and that is “top up” with extra assets. Failure to pass the tests, once the time limit allowed for the Group to add assets has passed, results in an “issuer event of default” with a consequent enforcement of the guarantee issued by UBI Finance. In this event the originator banks would only receive the repayments of the subordinated loans granted after the redemption of the covered bonds by the special purpose entity and within the limits of the remaining funds. Organisational action and control procedures As part of an organisational analysis process, four general processes were identified to which the main activities of the programme were assigned. In detail: 1. identification of the liquidity requirements and approval of the operation by the competent bodies. This general process involves assessment of proposals for the issue of covered bonds by the Finance Committee of UBI Banca and approval of the basic outline by the Management Board. Subsequently the network banks involved are informed, which assess the proposals and their involvement in the issues on the basis of the information received. In this context an “arranger” is identified who will supervise the operation and the internal organisational units involved are also brought in; 222* Notes to the Separate Financial Statements 2. planning and arrangement of the transaction: this general process involves verifying the criteria for extracting and validating the assets which form part of the portfolio which is to cover the issue. It interfaces with the rating agencies and external auditors and preparatory work is done for proper segregation of the asset portfolio and for transfer to the special purpose entity and all the relative contracts are prepared by internal units of the bank and external advisors; 3. management of the operations: this general process involves opening current accounts for the operations of the special purpose entity, granting the subordinated loan, entering into derivatives contracts between the network banks and the special purpose entity, once the “chain of payments” has been determined, performing tests on the effectiveness of the portfolio and identifying the mortgage loans to top-up the cover pool which backs the covered bonds issued. These activities are performed on a continuous basis; 4. regulatory controls: this general process involves putting internal and external controls required by regulations in place to: analyse and monitor obligations to ensure the quality and integrity of the assets transferred to back the portfolio; to define effectiveness tests and to produce summary reports; to verify compliance with limits set on the transfer of eligible assets; to verify cover for financial risks; to verify compliance by the special purpose entities with the obligations resulting from the guarantee given; to verify the contract documents employed; and to verify the completeness of the controls to be performed by the Parent. External controls are also put in place to ensure compliance of the measurement criteria applied by the bank with those required for the preparation of annual financial statements and also to guarantee the proper performance of the transaction and the validity of the guarantee given to back redemption of the covered bonds. History of the UBI Banca covered bond programme In the context of the procedures described above, the UBI Banca Group launched a 10 billion euro programme for the issue of covered bonds in July 2008, with the first transfers of mortgages performed by two banks in the Group, Banco di Brescia and Banca Regionale Europea, for a total amount, as at that time, of approximately 2 billion euro. The Bank performed its first public issue of covered bonds for 1 billion euro in September 2009 with the assistance of Barclays Capital as the arranger. Banca Popolare di Bergamo also joined the programme at the end of 2009, by transferring a part of its mortgage portfolio, amounting to approximately €1.3 billion, at the service of the second public issuance performed in December 2009. Details of the two issues are given below. Issue date Maturity date UBI BANCA 3.625% CB due 23.09.2016 Name 23.09.2009 23.09.2016 1,000,000,000.00 36,250,000.00 UBI BANCA 4.000% CB due 16.12.2019 16.12.2009 16.12.2019 1,000,000,000.00 40,000,000.00 223* Nominal amount Coupon Notes to the Separate Financial Statements After a framework agreement between the EIB (European Investment Bank) and the UBI Group for the grant of medium-to-long term loans to corporate clients was signed on 30th April 2010, the Bank issued privately placed bonds fully subscribed by the EIB. Details of the issue are given below. Name UBI BANCA TV CB due 30.04.2022 Issue date 30.04.2010 Maturity date 30.04.2022 Nominal value 238,636,369.00 Coupon (1) 2,796,526.52 (*) The semi‐annual coupon is floating rate and the amount indicated relates to the coupon payable at the end of April 2012. In May 2010, Banco di San Giorgio and Banca Popolare di Ancona also joined the covered bond programme, with the transfer of assets in the third transfer operation in which those originator banks already participating in the programme were also involved. Total assets of €2.7 billion were transferred with that operation performed on 1st May 2010. A fourth public issuance took place on 15th September 2010 for a further 1 billion euro, details of which are given below. Name UBI BANCA 3.375% CB due 15.09.2017 Issue date 15.09.2010 Maturity date Nominal amount 15.09.2017 1,000,000,000.00 Coupon (1) 33,750,000.00 Full participation in the programme by the network banks was completed in the last quarter of 2010 when the following banks joined the programme with the transfer of mortgages for a total amount of €2.4 billion on 1st October 2010: Banca Popolare Commercio ed Industria, Banca Carime, Banca di Valle Camonica and UBI Banca Lombarda Private Investment. A further public issue took place in October for €500 million, with a five year maturity, details of which are given below. Name UBI BANCA 3.125% CB due 18.10.2015 Issue date 18.10.2010 Maturity date 18.10.2015 Nominal amount 500,000,000 Coupon (1) 15,625,000 In the first quarter of 2011, in January and February 2011 two more public issuances of covered bonds took place for a total of €1.75 billion, details of which are given below. Name Issue date Maturity date UBI BANCA 5.250% CB due 28.01.2021 28.01.2011 28.01.2021 UBI BANCA 4.500% CB due 22.02.2016 22.02.2011 22.02.2016 224* Nominal amount Coupon 1,000,000,000.00 52,500,000.00 750,000,000.00 33,750,000.00 Notes to the Separate Financial Statements A further transfer of assets was performed for the covered bond programme in which Banca Popolare di Bergamo and Banco di Brescia participated. They transferred mortgages to the special purpose entity UBI Finance which they already held in their portfolios for a total of €1.4 billion of residual capital debt. A second transfer was performed on 31st October 2011 of total assets of €1.6 billion. The participating banks on this occasion were Banca Regionale Europea, Banca Popolare di Ancona and Banco di San Giorgio. Subsequently, in November 2011, after a further framework agreement between the EIB (European Investment Bank) and the UBI Group for the grant of medium to long-term loans to corporate clients was signed, a second issuance was performed of privately placed bonds fully subscribed by the EIB. Details of the issuance are as follows: Name Issue date UBI BANCA TV CB due 18.11.2022 18.11.2011 Maturity date Nominal amount 18.11.2022 250,000,000.00 Coupon (*) 5,669,805.56 (*) The semi‐annual coupon is floating rate and the amount indicated relates to the coupon payable at the end of May 2012. When issued all the bonds indicated above received the highest rating from Fitch (AAA) and Moody’s (Aaa). The following banks therefore formed part of the programme as at 31st December 2011: Banco di Brescia, Banca Regionale Europea, Banca Popolare di Bergamo, Banca Popolare di Ancona, Banco di San Giorgio, Banca Popolare Commercio e Industria, Banca Carime, Banca di Valle Camonica and UBI Banca Private Investment. The portfolio used to cover the issues, which for accounting purposes is recognised within the assets of each originator bank, consisted of over €9.6 billion of residual capital debt as at 31.12.2011. The table below gives the distribution of the portfolio (remaining principal debt) for each originator bank and the total by class of credit quality as at 31.12.2011: TYPE OF LOAN TOTAL PORTFOLIO ORIGINATED BY BRE ORIGINATED BY BANCO DI BRESCIA ORIGINATED BY BANCA POP. BERGAMO ORIGINATED BY BANCA POP. ANCONA ORIGINATED BY BANCO SAN GIORGIO ORIGINATED BY BANCA POP. COMM. E INDUSTRIA ORIGINATED BY BANCA CARIME ORIGINATED BY BANCA DI VALLE CAMONICA ORIGINATED BY UBI BANCA PRIVATE (Remaining principal debt – figures in thousands of euro) Performing loans 8,500,842 936,507 1,803,927 2,168,484 887,745 385,239 1,530,265 530,329 158,653 99,695 Delinquent loans 1,014,546 107,642 318,101 187,487 97,306 80,262 127,099 49,480 27,920 19,249 Collateral Portfolio(1+2) 9,515,388 1,044,150 2,122,027 2,355,970 985,051 465,501 1,657,363 579,809 186,573 118,944 131,543 15,918 34,091 34,713 8,786 8,887 18,727 6,235 4,033 154 9,646,930 1,060,068 2,156,118 2,390,683 993,837 474,387 1,676,090 586,044 190,605 119,098 Defaulted loans Total UBI Finance portfolio 225* Notes to the Separate Financial Statements In 2010 this portfolio generated total payments received of approximately €1.2 billion, distributed as follows among the portfolios of the different originators: ORIGINATED BY BRE ORIGINATED BY BANCO DI BRESCIA 126,553 307,500 TYPE OF TOTAL LOAN PORTFOLIO (figures in thousands of euro) ) Payments received in 2011 (*) 1,341,009 ORIGINATED BY BANCA POP. BERGAMO ORIGINATED BY BANCA POP. ANCONA ORIGINATED BY BANCO SAN GIORGIO ORIGINATED BY BANCA POP. COMM. E INDUSTRIA ORIGINATED BY BANCA CARIME 107,484 50,321 219,309 112,129 364,886 ORIGINATED BY BANCA DI VALLE CAMONICA ORIGINATED BY UBI BANCA PRIVATE 32,311 20,515 For the covered bond programme too, the rating downgrade of the Parent triggered guarantee mechanisms, such as for example an increase in the level of “overcollateralisation” of the portfolio, placing security deposits in margin accounts on swap contracts in which the Parent or the originator banks are the counterparty and the replacement of UBI Banca International with Bank of New York Mellon as the account bank for the operation. The Management Report, which may be consulted, provides further information on these aspects. Furthermore, even if the rating for a covered bond programme – due to the specific structure of the transactions – is not immediately and directly related to the rating of the issuer, following further action taken by Fitch and Moodys in the first few months of 2012, the rating for the covered bond issues was downgraded to the current level of AA+ negative watch for Fitch and Aa2 for Moodys. To complete the information, on 1st February 2012 a further transfer of assets was performed to back the covered bond programme, amounting to approximately €1.2 billion. The originator banks were Banco di Brescia, Banca Popolare di Bergamo, UBI Banca Private Investment and Banca Carime. Subsequently, on 22nd February 2012, three further issuances of covered bonds were performed at a floating rate, for €250 million each, details of which are given below. These bonds have been repurchased by the Parent in order to use them as eligible collateral in operations with the central bank. Name Issue date Maturity date Nominal value Coupon UBI BANCA Floating CB due 17.02.2014 22.02.2012 17.02.2014 250,000,000.00 2,084,270.83 UBI BANCA Floating CB due 18.02.2014 22.02.2012 18.02.2014 250,000,000,00 2,108,791.67 UBI BANCA Floating CB due 19.02.2014 22.02.2012 19.02.2014 250,000,000,00 2,182,354.17 (*) The coupons are quarterly floating rate and the amount indicated relates to the coupon payable in May 2012 Both the issues were assigned an AA+ rating by Fitch and Aa2 by Moody’s. 226* Notes to the Separate Financial Statements D. Models for the measurement of credit risk With regard to the measurement of credit risk, the UBI Group has developed a portfolio credit risk model by using an Algorithmics PCRE – portfolio credit risk engine – which considers the total risk of a credit portfolio by modelling and capturing the component that results from the correlation of counterparty defaults, calculating credit losses and capital at credit risk at portfolio level. The model includes PD and LGD used for supervisory purposes among its input variables. Section 2 Market risk 2.1 Interest rate risk and price risk – supervisory trading portfolio Qualitative information Information on general and organisational aspects is given in the corresponding section “interest rate risk - trading portfolio” in the consolidated report. The main operational limits for 2011 (including reallocations and any new limits set in the second half of the year) are as follows: maximum acceptable loss for the UBI trading book early warning threshold on maximum acceptable loss (MAL) one day VaR limit for the UBI trading book early warning threshold on VaR 227* €87.0 million 70% MAL €14.6 million 80% VaR Notes to the Separate Financial Statements Quantitative information 1.1 Supervisory trading portfolio: distribution by residual maturity (repricing date) of on-balance sheet financial assets and liabilities and financial derivatives – Denominated in euro Type/Re sidual matur ity On demand 3 mont hs to 6 mont hs Up to 3 months 6 months to 1 year 1 year to 5 year s 5 years to 10 years Indeter minate maturity Over ten yea rs 1. On-ba lance she et assets - 267,157 264,255 918,185 599,128 210 5,006 - 1. 1 Debt instr uments - 267,1 57 264,255 918, 185 599,128 210 5, 006 - - with early redemption option - - - - - - - - - other - 267,1 57 264,255 918, 185 599,128 210 5, 006 - 1. 2 Other assets - - - - - - - - 2. On-ba lance she et liabilities - 29,906 - 404,583 - - - - 2. 1 Repurchase agr eements - - - - - - - - 2. 2 Other liabili ties - 29,9 06 - 404, 583 - - - - 3. Financial derivatives 716,828 646,663 159,247 207,618 (441,020) 78,566 (395,468) - 3. 1 With underlyi ng security - 44 (4 3) 646 (553) - - - - Options - - - - (35) - - - - Long p ositions - - - - - - - - - Short positions - - - - 35 - - - - 44 (4 3) 646 (518) - - - - Long p ositions - 276,5 25 252,447 712 206 702 1 - - Short positions - 276,4 81 252,490 66 724 702 1 - 7 16, 828 646,6 19 159,290 206, 972 (440,467) 78 ,566 (3 95, 468) - - Other derivatives 3. 2 Without underlying security - Options - Long p ositions - Short positions - 228,4 63 32,74 8 200, 100 (48,621) (3,146) (4 09, 544) - - 2,66 8,0 53 113,910 254, 740 18,866 7 ,918 2, 124, 174 - - 2,43 9,5 90 81,16 2 54, 640 67,487 11 ,064 2, 533, 718 - 7 16, 828 418,1 56 126,542 6, 872 (391,846) 81 ,712 14, 076 - - Long p ositions 1,2 31, 521 2 7,47 1,5 29 22,927,383 4,218, 979 20,434,124 8,085 ,705 3, 182, 396 - - Short positions 5 14, 693 2 7,05 3,3 73 22,800,841 4,212, 107 20,825,970 8,003 ,993 3, 168, 320 - - Other derivatives Item 3.3 derivatives without underlying securities relates mainly to IRS contracts. The long positions represent the notional amounts of the contracts with the interest rate acquired (receivable), while the short positions represent the notional amount of the contracts with the interest rate transferred (payable). As can be seen from the table which presents the amounts by repricing date, the large majority of the short positions, consisting mainly of floating rate positions, have short term maturities. 228* Notes to the Separate Financial Statements 1.2 Supervisory trading portfolio: distribution by residual maturity (repricing date) of on-balance sheet financial assets and liabilities and financial derivatives – Denominated in other currencies Type/Residual matur ity On demand 3 months to 6 months Up to 3 months 6 months to 1 year 1 year to 5 years 5 ye ars to 10 years Indeterminate maturit y Over ten yea rs 1. On-ba lance she et assets - - - - (62) - - - 1. 1 Debt instr uments - - - - 62 - - - - with early redemption option - - - - - - - - - other - - - - 62 - - - 1. 2 Other assets - - - - - - - - 2. On-ba lance she et liabilities - - - - - - - - 2. 1 Repurchase agr eements - - - - - - - - 2. 2 Other liabili ties - - - - - - - - 433 (1,009,108) 30,605 (3,951) 2,415 - (386) - 3. 1 With underlyi ng security - - - - - - - - - Options - - - - - - - - - Long positions - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - - - - - 3. Financial derivatives - Other derivatives - Long positions - Short positions 3. 2 Without underlying security - Options - Long positions - Short positions - - - - - - - - 433 (1,009, 108) 30, 605 (3,951) 2,415 - (386) - - - - - - - - - - 36 1, 161 1,197 - - - - - 36 1, 161 1,197 - - - - 433 (1,009, 108) 30, 605 (3,951) 2,415 - (386) - - Long positions 433 1,372, 972 308, 686 130,682 39,126 51, 009 - - - Short positions - 2,382, 080 278, 081 134,633 36,711 51, 009 386 - - Other derivatives 229* Notes to the Separate Financial Statements 2. Supervisory trading portfolio: distribution of exposures in equities and share indices by the principal markets in which they are listed Type of ope ration/Where liste d FEDERAL REPUBLIC OF GERMA NY ITALY A. Equity instr uments - long positions - short positions B. Trades in equity instruments not yet settled - long positions - short positions C. Other deri vatives on equity instruments - long positions - short positions indices Unlist ed Listed 946 - 6,808 946 - 6,808 - - - - - - - - - - - - 35 - - 35 - - - - - - (128) 7,383 - long positions - 518 7,383 - short positions - 646 - The item “A – Equity instruments – long positions” relates to owned equity instruments in currencies other than euro. The derivatives contracts relate to futures contracts on share indices and on equity instruments. 230* Notes to the Separate Financial Statements 3. Supervisory trading portfolio: internal models and other methods of sensitivity analysis The graph below shows the changes in VaR that occurred in 2011, for the UBI Banca trading portfolios. Change in market risk: daily market VaR for UBI Banca in 2011 9,000,000 8,000,000 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 ‐ VaR by risk factor calculated on the entire UBI Banca trading book as at 31st December 2011 is given below. UBI Banca trading book 31.12.2011 Currency risk Interest rate risk Equity risk Credit risk Volatility risk Diversification effect(1) Total 249,573 678,718 53,957 8,248,863 48,403 (1,140,354) 8,139,160 (1) The diversification effect is due to the imperfect correlation between the different risk factors present in the Group’s portfolio. 231* Notes to the Separate Financial Statements Backtesting analysis Backtesting analysis is designed to test the predictive power of the VaR model adopted. It uses an actual profit and loss calculated on the basis of returns on positions in the portfolio on the previous day. The backtesting analysis for the UBI Banca trading book is given below for 2011. UBI Banca Trading Book: Backtesting 2011 15,000,000 12,000,000 9,000,000 6,000,000 3,000,000 0 ‐3,000,000 ‐6,000,000 ‐9,000,000 ‐12,000,000 ‐15,000,000 Profit & Loss VaR Actual backtesting analysis of the UBI Banca supervisory portfolios identified twelve overshoots, i.e. twelve days when the P&L was worse than the VaR calculated by the risk management system. These overshoots occurred in the second half of the year when the Italian sovereign debt crisis worsened. Stress test analyses The Group has a stress testing programme designed to analyse the reaction of portfolios to risk factor shocks with the objective of verifying the ability of the supervisory capital to absorb very large potential losses and to identify possible measures needed to reduce risks and conserve the capital itself. Stress tests based on theoretical shocks consist of specially created extreme shifts in interest rate (short, medium and long term), credit spread, exchange rate, equity price and volatility curves. The table below gives the results of the theoretical stress tests performed on the UBI Banca portfolios. 232* Notes to the Separate Financial Statements The effect of theoretical shocks on the UBI Banca trading and banking books Data as at 31.12/11 UBI TRADING BOOK 31.12.11 UBI BANKING BOOK 31.12.11 TOTAL UBI 31.12.11 Change in NAV Change in NAV Change in NAV Risk Factors IR -56,317 0.00% 996,569 0.01% 940,252 0.01% 56,302 0.00% -999,948 -0.01% -943,647 -0.01% -4,791,334 -0.30% 83,203,019 1.19% 78,411,685 0.91% 9,631,837 0.60% -112,181,264 -1.61% -102,549,427 -1.20% -3,302,911 -0.21% 161,839,807 2.32% 158,536,897 1.85% 6,087,160 0.38% -17,474,447 -0.25% -11,387,287 -0.13% -5,924,635 -0.37% 15,239,478 0.22% 9,314,843 0.11% 3,321,608 0.21% -211,791,591 -3.04% -208,469,983 -2.43% 90,006 0.01% 10,156,013 0.15% 10,246,019 0.12% -90,006 -0.01% -10,156,013 -0.15% -10,246,019 -0.12% -50,966 0.00% 2,439,264 0.04% 2,388,298 0.03% 110,901 0.01% -3,280,762 -0.05% -3,169,861 -0.04% -2,178,517 -0.14% 27,758 0.00% -2,150,760 -0.03% 2,178,517 0.14% -27,758 0.00% 2,150,760 0.03% Shock -18,356,354 -1.14% -380,401,732 -5.46% -398,758,086 -4.65% Flight to quality scenario -18,650,174 -1.16% -391,973,976 -5.63% -410,624,150 -4.79% Shock Shock +1bp Risk Factors IR Shock Shock -1bp Risk Factors IR Shock Shock +100bp Risk Factors IR Shock Shock -100bp Risk Factors IR Shock Bear Steepening Risk Factors IR Shock Bull steepening Risk Factors IR Shock Bear Flattening Risk Factors IR Shock Bull Flattening Risk Factors Equity Shock +10% Risk Factors Equity Shock -10% Risk Factors Volatility Shock +20% Risk Factors Volatility Shock -20% Risk Factors Forex Shock +15% Risk Factors Forex Shock -15% Risk Factors Credit Spread The analysis shows the heightened sensitivity of the UBI Banca portfolios to credit spread shocks (consistent with the presence of Italian government securities and corporate securities) and to interest rate shocks (consistent with the presence of bonds and interest rate derivatives within UBI Banca’s portfolios). 233* Notes to the Separate Financial Statements The system of controls for the trading book portfolios are also used for some of the portfolios in the banking book. The graph below shows the changes in daily VaR that occurred in 2011 for the UBI Banca banking portfolios. Changes in market risk: daily market VaR for the UBI Banca banking portfolios in 2011 160,000,000 140,000,000 120,000,000 100,000,000 80,000,000 60,000,000 40,000,000 20,000,000 Market VaR does not include VaR on hedge funds, instruments for which a specific investment policy is employed. VaR by risk factor calculated on the entire UBI Banca banking book as at 31st December 2011 is given below. UBI Banca banking book 31.12.2011 Currency risk Interest rate risk Equity risk Credit risk Volatility risk Diversification effect(1) Total 2,988 17,898,752 3,461,859 116,429,395 718,622 (7,464,608) 131,047,009 (1) The diversification effect is due to the imperfect correlation between the different risk factors present in the Group’s portfolio. 2.2 Interest rate and price risk – Banking portfolio The banking portfolio consists of all those financial instruments, assets and liabilities, not included in the trading portfolio, dealt with in section 2.1. 234* Notes to the Separate Financial Statements Qualitative information A. General aspects, management processes and methods of measurement of interest rate risk and price risk Interest rate risk is defined as the current or future risk of a change in net interest income and in the economic value of the Bank following unexpected changes in interest rates which have an impact on the banking book. Measurement, monitoring and reporting of interest rate risk exposure is performed by the Risk Management Area of the Parent, which performs the following on a monthly basis: • a sensitivity analysis of economic value (fair value risk) designed to measure changes in the value of assets in scenarios of parallel shocks on reference interest rate curves; • a sensitivity analysis of net interest income (cash flow risk), by means of a static gap analysis (i.e. assuming constant positions over the period), which focuses on changes in profits over a time horizon of twelve months calculated in scenarios of parallel shocks on the reference interest rate curve. Sensitivity analysis of economic value includes an estimate of the impacts resulting from the early repayment of mortgages and long term loans, regardless of whether early repayment options are contained in the contracts. The estimate of the change in net interest income includes an estimate of the impact of reinvesting/refinancing maturing interest flows and the effect connected with the elasticity and viscosity of on demand items. The elasticities and delays in adjusting contracted interest rates are differentiated by commercial segment and customer class. Further information is given in the corresponding sub-section of the Notes to the Consolidated Financial Statements which may be consulted. B. Fair value hedging Specific hedges were entered into in 2011 using derivative financial instruments designed to reduce exposure to adverse changes in fair value (fair value hedges) due to interest rate risk. More specifically, the following were subject to hedging: fixed rate available-for-sale financial assets totalling approximately €150 million nominal; fixed rate bond issues (specific hedges) for a total of approximately €5 billion nominal. The derivative contracts used were of the interest rate swap type. Activity to test the effectiveness of hedges is performed by the Risk Management Area of the Parent. Tests for effectiveness are performed, in compliance with international accounting standards, prospectively when a hedge is first implemented followed by monthly retrospective tests. C. Cash flow hedging UBI Banca does not perform cash flow hedging activities. 235* Notes to the Separate Financial Statements Quantitative information 1.1 Banking portfolio: distribution by residual maturity (repricing date) of financial assets and liabilities – Denominated in euro T yp e / R e s id u a l m a t u rit y 1. O n - b a la n c e s h e e t a s s e t s 1.1 De bt ins trum e nts - with e a rly re de m ptio n o ptio n - o the r 1.2 F ina nc ing to ba nks 1.3 F ina nc ing to c us to m e rs - c urre nt a c c o unts - o the r fina nc ing - with e a rly re de m ptio n o ptio n - o the r 2 . O n - b a la n c e s h e e t lia b ilit ie s On de m a nd 3 m o nths to 6 m o nths Up t o 3 m o n t h s 13 ,13 5 ,8 9 8 17 ,8 9 4 ,4 6 8 6 m o nths to 1 ye a r 1 ye a r t o 5 ye a rs 5 ye a rs t o 10 ye a rs In d e t e rm in a t e m a t u rit y O v e r t e n ye a rs 3 ,0 7 4 ,2 8 6 6 18 ,0 14 10 ,5 19 ,7 6 9 3 ,4 3 0 ,4 2 1 1,2 2 0 ,5 8 8 5 2 ,4 2 6 235,644 698,121 458,634 546,408 10,483,234 3,398,040 1,185,003 52,426 - - - - - - - - 235,644 698,121 458,634 546,408 10,483,234 3,398,040 1,185,003 52,426 2,774,921 12,996,282 2,133,282 65,682 8,535 9,601 - - 10,125,333 4,200,065 482,370 5,924 28,000 22,780 35,585 - 1,186,806 - - - - 231 - - 8,938,527 4,200,065 482,370 5,924 28,000 22,549 35,585 - 1,309 236,930 392,371 5,924 28,000 22,500 10,000 - 8,937,218 3,963,135 89,999 - - 49 25,585 - 9 ,7 4 9 ,5 7 6 2 1,6 6 9 ,15 2 5 ,7 3 6 ,0 4 9 3 ,8 2 9 ,2 0 3 13 ,0 8 9 ,17 0 4 ,3 9 0 ,5 0 2 2 7 ,13 6 - 2.1 Due to c us to m e rs 3,376,018 3,919,460 580,644 108,492 4,299 6,240 15,689 - - c urre nt a c c o unts 2,318,192 - - - - - - - - o the r pa ya ble s 1,057,826 3,919,460 580,644 108,492 4,299 6,240 15,689 - - with e a rly re de m ptio n o ptio n - o the r 2.2 Due to ba nks - - - - - - - - 1,057,826 3,919,460 580,644 108,492 4,299 6,240 15,689 - 6,106,423 14,355,319 2,648,688 669,277 2,300 - - - c urre nt a c c o unts 4,184,625 - - - - - - - - o the r pa ya ble s 1,921,798 14,355,319 2,648,688 669,277 2,300 - - - 267,135 3,394,373 2,506,717 3,051,434 13,082,571 4,384,262 11,447 - 6,340 211,000 602,733 - - 363,233 - - 260,795 3,183,373 1,903,984 3,051,434 13,082,571 4,021,029 11,447 - 2.3 De bt ins trum e nts - with e a rly re de m ptio n o ptio n - o the r 2.4 Othe r lia bilitie s - - - - - - - - - with e a rly re de m ptio n o ptio n - - - - - - - - - o the r - - - - - - - - 3 . F in a n c ia l d e riv a t iv e s 5 6 ,8 6 5 ( 6 ,5 17 ,16 8 ) ( 1,8 13 ,9 2 4 ) 6 4 5 ,4 3 8 7 ,10 1,18 5 2 ,7 4 2 ,8 5 1 ( 2 ,3 4 8 ,3 7 1) - 3.1 With unde rlying s e c urity - 85 - 1,353 411,960 (358,150) (188,371) - Optio ns - 85 - 1,353 411,960 (358,150) (188,371) - - Lo ng po s itio ns - 85 - 1,353 639,574 - 13 - - S ho rt po s itio ns - - - - 227,614 358,150 188,384 - - - - - - - - - - Lo ng po s itio ns - - - - - - - - - S ho rt po s itio ns - - - - - - - - 56,865 (6,517,253) (1,813,924) 644,085 6,689,225 3,101,001 (2,160,000) - - (6,970) - Othe r de riva tive s 3.2 Witho ut unde rlying s e c urity - Optio ns - Lo ng po s itio ns - S ho rt po s itio ns - 11,351 - - 11,351 (4,381) - - - - 11,351 - - - - - - 4,381 - - 56,865 (6,510,283) (1,813,924) 644,085 6,677,874 3,105,382 (2,160,000) - - Lo ng po s itio ns 56,865 2,258,000 1,900,863 796,585 7,547,557 3,577,882 - - - S ho rt po s itio ns - 8,768,283 3,714,787 152,500 869,683 472,500 2,160,000 - - Othe r de riva tive s - 4,381 - 236* Notes to the Separate Financial Statements 1.2 Banking portfolio: distribution by residual maturity (repricing date) of financial assets and liabilities – Denominated in other currencies T yp e / R e s id u a l m a t u rit y 1. O n - b a la n c e s h e e t a s s e t s On de m a nd Up t o 3 m o nths 3 m o nths to 6 m o nths 6 m o nths to 1 ye a r 5 ye a rs t o 10 ye a rs 1 ye a r t o 5 ye a rs 10 6 , 6 0 4 1,2 0 1, 4 10 6 3 ,8 9 1 2 ,9 3 5 9,978 - - - - - - - - - - - - - - - 9,978 - - - - - - - 1.2 F ina nc ing to ba nks 80,363 860,664 2,935 - - - - 1.3 F ina nc ing to c us to m e rs 16,263 340,746 - - - - - - 1.1 De bt ins trum e nts - with e a rly re de m ptio n o ptio n - o the r - c urre nt a c c o unts - o the r fina nc ing - with e a rly re de m ptio n o ptio n - o the r 2 . O n - b a la n c e s h e e t lia b ilit ie s 63,891 - In d e t e rm in a t e m a t u rit y O v e r t e n ye a rs - - - 15,853 - - - - - - - 410 340,746 - - - - - - - - - - - - - - 410 340,746 - - - - - - 2 6 7 , 15 5 10 9 , 3 9 5 7 6 ,2 4 2 18 9 2.1 Due to c us to m e rs 8,669 - - - - - - - - c urre nt a c c o unts 6,689 - - - - - - - - o the r pa ya ble s 1,980 - - - - - - - - - - - - - - - 1,980 - - - - - - - 258,486 109,395 76,242 189 - - - - 258,202 - - - - - - - 284 109,395 76,242 189 - - - - - - - - - - - - - with e a rly re de m ptio n o ptio n - - - - - - - - - o the r - - - - - - - - - - - - - - - - - with e a rly re de m ptio n o ptio n - - - - - - - - - o the r - - - - - - - - - with e a rly re de m ptio n o ptio n - o the r 2.2 Due to ba nks - c urre nt a c c o unts - o the r pa ya ble s 2.3 De bt ins trum e nts 2.4 Othe r lia bilitie s 3 . F in a n c ia l d e riv a t iv e s 3 ,7 3 8 ( 3 ,7 3 8 ) - - - - ( 2 ,0 3 0 ) - - - - - 3.1 With unde rlying s e c urity - - - - (2,030) - - - - Optio ns - - - - (2,030) - - - - Lo ng po s itio ns - - - - - - - - - S ho rt po s itio ns - - - - 2,030 - - - - - - - - - - - - Lo ng po s itio ns - - - - - - - - - S ho rt po s itio ns - - - - - - - - 3,738 (3,738) - - - - - - - Othe r de riva tive s 3.2 Witho ut unde rlying s e c urity - Optio ns - - - - - - - - - Lo ng po s itio ns - - - - - - - - - S ho rt po s itio ns - - - - - - - - 3,738 (3,738) - - - - - - - Othe r de riva tive s - Lo ng po s itio ns 3,738 - - - - - - - - S ho rt po s itio ns - 3,738 - - - - - - 237* Notes to the Separate Financial Statements 2. Banking portfolio: internal models and other methods of sensitivity analysis Interest rate risk for UBI Banca, measured by means of sensitivity analysis in a scenario of a parallel shift in the yield curve of +100 bp, amounted to -€170.94 million at the end of the year (-€215.68 million as at 31st December 2010), including -€22.60 million attributable to ALM transactions concluded with Group member companies, in accordance with the financial risks policy of the Group on the centralised management of interest rate risk. Net of that component the sensitivity of the UBI Banca position itself amounted to approximately -€148.23 million, attributable principally to the available-for-sale financial assets portfolio and to loans and receivables. The table below gives the risk measured for the periods cited in a scenario of a parallel shift in interest rates of +200 bp, in compliance with the requirements of supervisory regulations, measured on the supervisory capital at the end of the period. Risk indicators - end of period values 31.12.2011 31.12.2010 2.09% 3.00% parallel shift of +200 bp sensitivity/supervisory capital The impact as at 31st December 2011, on net interest income assuming a shift of +100 basis points on the yield curve was -€126.84 million, while if a decrease in interest rates is hypothesised (-100 bp), the impact on net interest income is estimated at €117.26 million. Details are given below of the capital profile by repricing date used as input to the internal model for calculating exposure to interest rate risk. Gap data for the period - Banking Book Repricing gap Hedging derivatives Early repayments Total gap Milioni 6000 4000 2000 0 -2000 -4000 -6000 -8000 -10000 -12000 Repricing gap Hedging derivatives Early repayments Total gap ON-DEMAND 1M 3M 6M 1Y 3Y 5Y 7Y 10Y 15Y 20Y Over 20Y -1,844.52 3,573.74 -3,456.64 595.61 -1,552.33 -3,110.94 -1,021.65 -1,164.25 -757.50 603.00 725.00 851.55 - -1,450.00 -7,018.90 -3,365.61 784.17 4,503.05 2,984.39 1,565.40 2,007.50 -10.00 - - - - - - - - - - - - - - -1,844.52 2,123.74 -10,475.55 -2,770.00 -768.16 1,392.11 1,962.73 401.15 1,250.00 593.00 725.00 851.55 238* Notes to the Separate Financial Statements 2.3 Currency risk Qualitative information A. General aspects, management processes and methods of measuring currency risk Currency risk is calculated on the basis of the methods recommended by the Bank of Italy and amounts to 8% of the net foreign exchange position. The latter is calculated as the higher (in absolute terms) of the sum of the net long positions and the sum of the net short positions (position for each currency) to which the currency risk implicit in investments in OICRs (collective investment instruments) is added. B. Currency risk hedging Information on the analysis of hedging for currency risk is contained in the section on the analysis of interest rate risk which may be consulted. 239* Notes to the Separate Financial Statements Quantitative information The absorption of capital for currency risk at the end of the year was nil. 1. Distribution of assets, liabilities and derivatives by foreign currency in which they are denominated Currenci es Items US DOLLAR UK STERLING YEN CANADIAN DOLLAR SW ISS FRANC OTHER CURRENCIES TOTAL A. Financial assets A.1 Debt instruments A.2 Equity instruments A.3 Financing to banks A.4 Financing to customers A.5 Other financial assets 521,749 10,042 256,362 235,938 19,407 71,786 65,485 6,301 - 40,278 40,278 - 1,952 1,952 - 607,281 607,281 - 151,262 36,493 114,769 - 1,394,308 10,042 1,007,851 357,008 19,407 B. Other assets C. Financial l i abi l i ti es C.1 Due to banks C.2 Due to customers C.3 Debt instruments C.4 Other financial liabilities 547 353,774 345,134 8,640 - 72 23,691 23,684 7 - 1,493 1,487 6 - 36 5,173 5,173 - 51,176 51,172 4 - 17,675 17,663 12 - 655 452,982 444,313 8,669 - D. Other l iabil ities E. Financial Derivati ves - Options + Long positions + Short positions - Other derivatives + Long positions + Short positions (181,126) (181,126) 915,993 1,097,119 (54,077) (54,077) 79,156 133,233 (40,869) (40,869) 210,176 251,045 2,701 2,701 35,089 32,388 (572,614) (572,614) 12,003 584,617 (134,007) (134,007) 124,880 258,887 (979,992) - 1,377,297 2,357,289 Total assets Total l i abi l i ti es Bal ance (+/-) 1,438,289 1,450,893 (12,604) 151,014 156,924 (5,910) 250,454 252,538 (2,084) 37,077 37,561 (484) 619,284 635,793 (16,509) 276,142 276,562 (420) 2,772,260 2,810,271 (38,011) (979,992) 2. Internal models and other methods of sensitivity analysis. Information is reported in the corresponding part on “interest rate and price risk” (section 2.1 - 2.2). 240* Notes to the Separate Financial Statements 2.4 Derivative instruments A. FINANCIAL DERIVATIVES A.1 Supervisory trading portfolio: end of period and average notional amounts Under lying asset s/t ype of deriv ativ e 31.12.2011 Over the counter 1. Debt instruments and interest r ates 31.12.2010 Central counterparties Ov er t he count er Ce ntr al counter part ies 90, 391,384 623, 007 96,997,056 2,462,899 5, 065,987 - 10,140,223 4,366 85, 325,397 - 86,856,833 - c) Forwards - - - - d) Futur es - 623, 007 - 2,458,533 a) Options b) Swaps e) Other 2. Equity instruments and share indices a) Options - - - - 7,383 1, 440 211,349 48,549 7,383 100 211,349 12,000 b) Swaps - - - - c) Forwards - - - - d) Futur es - 1, 340 - 36,549 e) Other 3. Currencies and gold - - - - 3, 312,504 - 2,891,073 - a) Options - - 27,690 b) Swaps - - - - 3, 312,504 - 2,863,383 - d) Futur es - - - - e) Other - - - - 4. Commodities - - - - 5. Other underlying - - - - c) Forwards Total 93,711,271 624,447 100,099,478 2,511,448 Average amount s 90,226,185 1,567,948 103,432,351 2,124,774 The table gives the notional amounts for derivative contracts by type of contract. The swap contracts consist of swaps on interest rates performed mainly to hedge network bank positions. The forward contracts consist mainly of forwards on own positions in currencies and as the counterparty to network bank contracts. The futures contracts relate primarily to index and interest rate derivatives. 241* Notes to the Separate Financial Statements A.2 Banking portfolio: notional, end of period and average amounts A.2.1 For hedging Under lying asset s/t ype of deriv ativ e 31.12.2011 Over the counter 1. Debt instruments and interest r ates a) Options b) Swaps 31.12.2010 Central counterparties Ov er t he count er Ce ntr al counter part ies 16, 205,887 - 12,836,947 - 125,000 - 125,000 - 16, 080,887 - 12,711,947 c) Forwards - - - - d) Futur es - - - - e) Other 2. Equity instruments and share indices - - - - - - - - a) Options - - - - b) Swaps - - - - c) Forwards - - - - d) Futur es - - - - e) Other 3. Currencies and gold - - - - - - - - a) Options - - - - b) Swaps - - - - c) Forwards - - - - d) Futur es - - - - e) Other - - - - 4. Commodities - - - - 5. Other underlying - - - - Total 16,205,887 - 12,836,947 - Average amount s 16,001,732 - 13,142,433 - The table gives the notional amounts for derivative contracts by type of contract. The swap contracts consist of swaps on interest rates performed mainly to hedge available-for-sale financial assets and own issue bonds. 242* Notes to the Separate Financial Statements A.2.2 Other derivatives Under lying asset s/t ype of deriv ativ e 31.12.2011 Over the co unter 1. Debt instruments and interest r ates 31.12.2010 Central counterparties Ov er t he count er Ce ntr al counter part ies - - 36,6 52 - a) Options - - 36,6 52 - b ) Swaps - - - - c) Forward s - - - - d ) Futur es - - - - e) Other 2. Equity instruments and share ind ices a) Options - - - - 2, 072,97 1 - 7 ,417,9 33 - 2, 072,97 1 - 7 ,417,9 33 - b ) Swaps - - - - c) Forward s - - - - d ) Futur es - - - - e) Other - - - - - - - - a) Options - - - - b ) Swaps - - - - c) Forward s - - - - d ) Futur es - - - - e) Other - 3. Currencies and gold - - - 4. Commodities - - - - 5. Other underlying - - - - Total 2,072,971 - 7,454,585 - Average amount s 2,016,034 - 6,600,434 - 243* Notes to the Separate Financial Statements A.3 Financial derivatives: gross positive fair value - by type of product Port folio/type of der ivat ive Positive fair va lue Posit ive fa ir value 31.12.2011 31.12.2010 Over the counter A. Super visory tr ading portfolio Central counterparties Ov er t he count er Ce ntr al counter part ies 1, 432,238 220 1,219,025 886 1,752 35 13,022 19 1, 386,460 - 1,184,543 - c) Cr oss currency swaps - - - - d) Equity swaps - - - - 44,026 - 21,460 - - 185 - 867 - - - - 616,454 - 164,595 - a) Options b) Interest ra te swaps e) Forwards f ) Futures g) Other B. Banking portf ol io - for hedging a) Options b) Interest ra te swaps - - - - 616,454 - 164,595 - c) Cr oss currency swaps - - - - d) Equity swaps - - - - e) Forwards - - - - f ) Futures - - - - g) Other - - - - - - 3,344 - - - 3,344 - C. Banking portf ol io - other derivatives a) Options b) Interest ra te swaps - - - - c) Cr oss currency swaps - - - - d) Equity swaps - - - - e) Forwards - - - - f ) Futures - - - - g) Other - - - - 2,048,692 220 1,386,964 886 Total The table gives derivatives by the type of underlying assets measured at fair value (positive). The amount is the same as the amounts stated in the balance sheet within asset item 20 for financial derivative instruments held for trading amounting to €1,432,458 thousand and within item 80 for hedging derivatives amounting to € 616,454 thousand. 244* Notes to the Separate Financial Statements A.4 Financial derivatives: gross negative fair value - by type of product Port folio/type of der ivat ive Negative fair v alue Nega tiv e fair value 31.12.2011 31.12.2010 Over the counter A. Super visory tr ading portfolio Central counterparties Ov er t he count er Ce ntr al counter part ies 1, 409,230 187 1,131,259 1,190 2,492 - 8,925 - 1, 355,831 - 1,100,495 - c) Cr oss currency swaps - - - - d) Equity swaps - - - - 50,907 - 21,839 - - 187 - 1,190 - - - - 898,024 - 599,874 - a) Options b) Interest ra te swaps e) Forwards f ) Futures g) Other B. Banking portf ol io - for hedging a) Options b) Interest ra te swaps - - - - 898,024 - 599,874 - c) Cr oss currency swaps - - - - d) Equity swaps - - - - e) Forwards - - - - f ) Futures - - - - g) Other - - - - 217 - 822 - 217 - 822 - C. Banking portf ol io - other derivatives a) Options b) Interest ra te swaps - - - - c) Cr oss currency swaps - - - - d) Equity swaps - - - - e) Forwards - - - - f ) Futures - - - - g) Other - - - - 2,307,471 187 1,731,955 1,190 Total The table gives derivatives by the type of underlying assets measured at fair value (negative). The amount is the same as the amounts stated in the balance sheet within liability item 40. “Financial liabilities held for trading“ (€1,409,634 thousand) and within liability item 60. “Hedging derivatives” (€898,024 thousand). 245* Notes to the Separate Financial Statements A.5 OTC financial derivatives: supervisory trading portfolio: notional amounts, gross positive and negative fair values by counterparty – contracts not covered by clearing agreements Contract s not covered by clea ring agr eements Gover nments and Central Banks Other public authorities Banks Financial companies Insurance companies Non financial companies Other 1) Debt inst rume nts a nd int erest rat es - notional amount - - 69,489,377 20,902,007 - - - positive f air value - - 1,239,242 148,529 - - - - negative fair value - - 1,266,568 91,754 - - - - f uture exposur e - - 383,757 87,080 - - - - notional amount - - 7,383 - - - - - positive f air value - - 440 - - - - - negative fair value - - - - - - - - f uture exposur e - - 443 - - - - - notional amount - - 2,352,655 959,572 277 - - - positive f air value - - 17,023 26,996 7 - - - negative fair value - - 50,322 585 - - - - f uture exposur e - - 23,237 9,596 3 - - - notional amount - - - - - - - - positive f air value - - - - - - - - negative fair value - - - - - - - - f uture exposur e - - - - - - - 2) Equity instrument s and sha re indice s 3) C urr encies and gold 4) Other securities The table shows the derivatives already reported in the previous tables grouped by type of counterparty. The derivatives shown in item 3) “Currencies and gold” relate to “outright” contracts (forward sale and purchase of currencies). 246* Notes to the Separate Financial Statements A.6 OTC financial derivatives - supervisory trading portfolio: notional amounts, gross positive and negative fair values by counterparty – contracts covered by clearing agreements No OTC financial derivatives with contracts covered by clearing agreements were recognised in the supervisory portfolio. A.7 OTC financial derivatives: banking portfolio – notional amounts, gross positive and negative fair values by counterparty – contracts not covered by clearing agreements Contract s not covered by clearing ag reements Gover nments and Central Banks Other public authorities Banks Financial companie s Insur ance companies Non financial companies Other 1) Debt inst rume nts a nd int erest rat es - notional amount - - 15,113,517 1,092,370 - - - positive f air value - - 600,725 15,729 - - - - negative fair value - - 766,075 131,948 - - - - f uture exposur e - - 127,813 7,804 - - - - notional amount - - 687,777 337,925 773, 818 170,670 102, 782 - positive f air value - - - - - - - - negative fair value - - - - - - 217 - f uture exposur e - - 52,763 29,396 33, 854 17,059 2, 132 - notional amount - - - - - - - - positive f air value - - - - - - - - negative fair value - - - - - - - - f uture exposur e - - - - - - - - notional amount - - - - - - - - positive f air value - - - - - - - - negative fair value - - - - - - - - f uture exposur e - - - - - - - 2) Equity instrument s and sha re indice s 3) C urr encies and gold 4) Other securities 247* Notes to the Separate Financial Statements A.8 OTC financial derivatives: banking portfolio: notional amounts, gross positive and negative fair values by counterparty – contracts covered by clearing agreements No OTC financial derivatives with contracts covered by clearing agreements were recognised in the banking portfolio. A.9 Residual maturity of OTC financial derivatives: notional amounts Un d e rlyin g a s s e t / R e s id u a l m a t u rit y Up t o 1 ye a r 1 ye a r t o 5 ye a rs M o re t h a n 5 ye a rs To ta l A ) S u p e rv is o ry t ra d in g p o rt f o lio A.1 F ina nc ia l de riva tive s o n de bt ins trum e nts a nd inte re s t ra te s 34,182,686 35,266,100 20,942,598 7,383 - - 7 ,3 8 3 3,310,089 2,415 - 3 ,3 12 ,5 0 4 - - - - 1,453,265 8,517,240 6,235,382 16 ,2 0 5 ,8 8 7 191,793 1,157,030 724,149 2 ,0 7 2 ,9 7 2 B .3 F ina nc ia l de riva tive s o n e xc ha nge ra te s a nd go ld - - - - B .4 F ina nc ia l de riva tive s o n o the r s e c uritie s - - - A.2 F ina nc ia l de riva tive s o n e quity ins trum e nts a nd s ha re indic e s A.3 F ina nc ia l de riva tive s o n e xc ha nge ra te s a nd go ld A.4 F ina nc ia l de riva tive s o n o the r s e c uritie s 9 0 ,3 9 1,3 8 4 B ) B a n k in g p o rt f o lio B .1 F ina nc ia l de riva tive s o n de bt ins trum e nts a nd inte re s t ra te s B .2 F ina nc ia l de riva tive s o n e quitie s a nd s ha re indic e s - T o t a l 3 1.12 .2 0 11 3 9 ,14 5 ,2 16 4 4 ,9 4 2 ,7 8 5 2 7 ,9 0 2 ,12 9 111,9 9 0 ,13 0 T o t a l 3 1.12 .2 0 10 4 4 ,8 5 4 ,9 6 5 4 2 ,7 10 ,19 5 3 2 ,8 2 5 ,8 4 9 12 0 ,3 9 1,0 0 9 248* Notes to the Separate Financial Statements A.10 OTC financial derivatives: counterparty risk/financial risk – Internal models UBI Banca does not use internal models to measure counterparty risk and financial risk for OTC financial derivatives. B. CREDIT DERIVATIVES B.1 Credit derivatives: end of period and average notional amounts Categor ies of transactions Supervisory t rading portfolio on a single ob ject Ba nking port folio on a basket of items on a single obje ct on a basket of items 1. Protection purchases a) Credit default products 415,000 - - - b) Credit spread products - - - - c) Total r ate of return swaps - - - - d) Other - - - - Total 31.12.2011 415,000 - - - Average amount s 415,000 - - - Total 31.12.2010 415,000 - - - a) Credit default products - - - - b) Credit spread products - - - - c) Total r ate of return swaps - - - - d) Other - - - - Total 31.12.2011 - - - - Average amount s - - - - Total 31.12.2010 - - - - 2. Protection sales Credit default products relate to credit derivative contracts entered into in relation to issues of preference shares by Banca Popolare di Bergamo Funding LLC for €300 million and Banca Popolare Commercio e Industria Funding LLC for €115 million. B.2 OTC credit derivatives: gross positive fair value - by type of product Port fo lio/ty pe of der ivat ive Positive fair value Positive fair value 31.12.2011 31.12.2010 A) Supe rvisor y t rading portfolio a) Credit default products 2 ,653 3,755 b) Credit spread p roducts - - c) T otal r ate of return swaps - - d) Other - - B. Banking po rtfolio a) Credit default products - - b) Credit spread p roducts - - c) T otal r ate of return swaps - - d) Other - - 2,653 3,755 Total The positive fair value result relates to the residual amount of the premium paid in relation to the contracts reported in the preceding table. This amount is classified within item 20 of the balance sheet, “Financial assets held for trading. 249* Notes to the Separate Financial Statements B.3 OTC credit derivatives: gross negative fair value - by type of product No OTC credit derivatives with a gross negative fair value were recognised. B.4 OTC credit derivatives: gross fair value (positive and negative) by counterparty – contracts not covered by clearing agreements Cont racts not cov ered by clearing agre ement s Governments and Central Banks Other pub lic aut horit ies B anks Financial companies Insurance companies Non financial c ompanies Ot her Supervisory trading 1) Protection purchases - notional amount - - - 415,000 - - - positive f air value - - - 2,653 - - - - negative fair value - - - - - - - - f uture exposur e - - - 20,750 - - - - notional amount - - - - - - - - positive f air value - - - - - - - - negative fair value - - - - - - - - f uture exposur e - - - - - - - - notional amount - - - - - - - - positive f air value - - - - - - - - negative fair value - - - - - - - - notional amount - - - - - - - - positive f air value - - - - - - - - negative fair value - - - - - - - 2) Protection sales Banking portfolio 1) Protection purchases 2) Protection sales B.5 OTC credit derivatives: gross fair value (positive and negative) by counterparty – contracts covered by clearing agreements No OTC credit derivatives with contracts covered by clearing agreements were recognised. 250* Notes to the Separate Financial Statements B.6 Residual maturity of credit derivatives: notional amounts Underlying asset/ Residual maturity U p t o 1 year 1 year to 5 year s More than 5 year s To tal A) Supe rvisor y t rading po rtfolio A.1 Credit derivatives with "qualifi ed" "reference ob ligation" - - 4 15, 000 415,000 A.2 Credit derivatives with "unqualif ied " "reference ob ligation" - - - - B) Banking portfolio B. 1 C red it d er ivatives with "qualified" "r eference obligation" - - - B. 2 C red it d er ivatives with "unqualified" "ref erence obligation" - - - - - - 415,000 415,000 415,000 415,000 Tot al 31.12.2011 Tot al 31.12.2010 B.7 Credit derivatives: counterparty risk and financial risk – Internal models UBI Banca does not use internal models to measure counterparty and financial risk for credit derivatives. 251* Notes to the Separate Financial Statements C. FINANCIAL AND CREDIT DERIVATIVES C.1 OTC financial and credit derivatives: net fair value and future exposure by counterparty No OTC financial and credit derivatives with contracts covered by clearing agreements were recognised. 252* Notes to the Separate Financial Statements Section 3 Liquidity risk Qualitative information A. General aspects, processes for the management and methods for the measurement of liquidity risk Internal policies require centralised liquidity management to be performed on behalf of Group member companies by the ALM and Funding Area of the Parent, with the exception of IW Bank and foreign subsidiaries. Monitoring and control of liquidity risk are performed by the Risk Management Area of the Parent, primarily by verifying the structural balance between assets and liabilities and the degree of cover for the Bank’s liquidity requirement. This is calculated from the maturity gaps between risk-sensitive assets and liabilities (excluding items that can be readily liquidated, which constitute available liquidity). A detailed description of the processes employed to manage liquidity risk and the methods used to measure it is given in the relative section of the consolidated financial statements which may be consulted. 253* Notes to the Separate Financial Statements Quantitative information 1.1 Distribution over time by residual contractual maturity of financial assets and liabilities – Denominated in euro It ems/mat urities On-balance sheet asset s A.1 Government securities A.2 Other debt instruments A.3 Units in OICR A.4 Financing - B anks - C ustomer s On-balance sheet liabilities On de ma nd 1 t o 7 days 15 days to 1 month 7 t o 15 days 1 month to 3 months 3 mont hs t o 6 mont hs 6 months to 1 year 1 year to 5 years More t han 5 years Indeterminate maturity 12,834,397 2,985,267 1,692,765 5,755,649 6,750,990 2,863,833 1,523,675 12,050,480 4,989,665 93, 285 2 - - 317, 040 264,225 918,182 2,142, 874 2,667,457 779,747 24 140, 938 - - 299,526 348, 708 458,630 438,827 8,939, 490 1,915,986 183,839 208, 363 - - - - - - - - - 12,391, 811 2,985, 265 1,692, 765 5,456,123 6,085, 242 2,140,978 166,666 968, 116 406,222 595,884 595,884 2,265, 800 1,870, 089 1,692, 765 2,725,255 5,972, 609 2,094,407 123,323 614, 556 33,640 10,126, 011 1,115, 176 - 2,730,868 112, 633 46,571 43,343 353, 560 372,582 - 7,755,170 1,148,189 1,833,990 6,554,871 4,812,898 5,024,734 4,447,349 21,408,815 5,991,579 - B.1 Deposits 7,457, 724 182, 127 523, 174 4,042,522 1,785, 488 2,463,099 669,277 2, 300 - - - B anks 5,139, 532 182, 127 523, 174 4,042,522 1,785, 488 2,463,099 669,277 2, 300 - - - C ustomer s 2,318, 192 - - - - - - - - - 240, 792 - - 998,040 1,041, 713 1,570,684 3,173,514 14,530, 592 5,219,192 - B.3 Other liabilities 56, 654 966, 062 1,310, 816 1,514,309 1,985, 697 990,951 604,558 6,875, 923 772,387 - Off-b alance sheet transac tions 59,079 28,316 267,632 50,929 395,837 (40,883) 4,838 (229,527) (546,521) 772,296 B.2 Debt instruments C.1 Financial derivatives with exchange of pri ncipal (422) 317, 553 268, 064 115,282 311, 664 (40,883) 4,838 (229, 527) (546,521) 772,296 - L ong positions - 646, 866 271, 928 974,622 452, 697 322,177 13,945 639, 795 716 774,184 - Short positions 422 329, 313 3, 864 859,340 141, 033 363,060 9,107 869, 322 547,237 1,888 C.2 Financial derivatives without exchange of pri ncipal 30, 130 149 (432) (7,488) 84, 173 - - - - - - L ong positions 1,367, 226 149 - 15,037 86, 748 - - - - - - Short positions 1,337, 096 - 432 22,525 2, 575 - - - - - 56, 865 - - (56,865) - - - - - - 56, 865 - - - - - - - - - C.3 Deposits a nd financing to be r eceived - L ong positions - Short positions - - - 56,865 - - - - - - (7, 153) (289,386) - - - - - - - - - L ong positions - - - - - - - - - - - Short positions 7, 153 289, 386 - - - - - - - - 20, 341 - - - - - - - - - C.4 Ir revoca ble commitments to disburse funds C.5 Financial guarantees issued 254* Notes to the Separate Financial Statements 1.2 Distribution over time by residual contractual maturity of financial assets and liabilities - Denominated in USD Ite ms/mat urities On-balance sheet asset s A.1 Government securities A.2 Other debt instruments On demand 1 to 7 days 15 days to 1 mont h 7 to 15 days 1 mont h to 3 months 3 mont hs t o 6 mont hs 6 mont hs to 1 year 1 year t o 5 years More than 5 years Indeter minate maturity 9,768 58,647 15,457 18,549 318,394 98,167 - 2,705 62 - - - - - - - - - - - 211 - - - - - - 62 - 9,768 A.3 Units in OICR (collective investment instrum 19,407 - - - - - - - - - A.4 Financing 39,029 15,457 18, 549 318,394 98,167 - 2, 705 - - - - B anks 38,812 15,457 18, 549 82,673 98,167 - 2, 705 - - - 217 - - 235,721 - - - - - - 233,765 7,729 3,864 32,174 - 76,242 - - - - - C ustomer s On-balance sheet liabilities B.1 Deposits 231,785 7,729 3, 864 32,174 - 76,242 - - - - - B anks 225,125 7,729 3, 864 32,174 - 76,242 - - - - 6,660 - - - - - - - - - - - - - - - - - - - B.3 Other liabilities 1,980 - - - - - - - - - Off-b alance sheet transac tions ( 192) (316,889) (3,305) 24,747 ( 723) 116,582 (3,952) 2,415 - - - C ustomer s B.2 Debt instruments C.1 Financial derivatives with exchange of pri ncipal - ( 316, 889) (3, 305) 24,747 (723) 116,582 (3, 952) 2,415 - - - L ong positions - 97,862 3, 663 572,274 106,579 123,857 9, 343 2,415 - - - Short positions - 414,751 6, 968 547,527 107,302 7,275 13, 295 - - - C.2 Financial derivatives without exchange of pri ncipal (192) - - - - - - - - - - L ong positions 21,056 - - - - - - - - - - Short positions 21,248 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - C.3 Deposits a nd financing to be r eceived - L ong positions - Short positions C.4 Ir revoca ble commitments to disburse funds - L ong positions - Short positions C.5 Financial guarantees issued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 255* Notes to the Separate Financial Statements 1.3 Distribution over time by residual contractual maturity of financial assets and liabilities - Denominated in CHF It ems/ma tur ities On-balance sheet asset s On demand 1 to 7 days 15 days t o 1 mont h 7 to 15 days 1 month to 3 months 3 months to 6 months 6 months to 1 ye ar More t han 5 years 1 year t o 5 years Indeterminate maturit y 4,534 205,660 823 9,707 384,501 2,057 - - - A.1 Government securities - - - - - - - - - - A.2 Other debt instruments - - - - - - - - - - A.3 Units in OICR (collective investment instrum - - - - - - - - - - - A.4 Financing 4,534 205,660 823 9, 707 384,501 2,057 - - - - - B anks 4,534 205,660 823 9, 707 384,501 2,057 - - - - - - - - - - - - - - 13,968 1,645 2,468 24,679 8,226 - 189 - - - - C ustomer s On-balance sheet liabilities B.1 Deposits 13,968 1,645 2,468 24, 679 8,226 - 189 - - - - B anks 13,964 1,645 2,468 24, 679 8,226 - 189 - - - 4 - - - - - - - - - B.2 Debt instruments - C ustomer s - - - - - - - - - - B.3 Other liabilities - - - - - - - - - - 2,057 (387) (256,108) (8,920) ( 309,312) 55 - - - - Off-b alance sheet transac tions C.1 Financial derivatives with exchange of pri ncipal - (387) (256,108) (8, 920) (307,255) 55 - - - - - L ong positions - 628 - 2, 188 9,131 55 - - - - - Short positions - 1,015 256,108 11, 108 316,386 - - - - - C.2 Financial derivatives without exchange of pri ncipal - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - 2,057 - - - (2,057) - - - - - - L ong positions 2,057 - - - - - - - - - - Short positions - - - - 2,057 - - - - - - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - C.3 Deposits a nd financing to be r eceived C.4 Ir revoca ble commitments to disburse funds C.5 Financial guarantees issued 256* Notes to the Separate Financial Statements 1.4 Distribution over time by residual contractual maturity of financial assets and liabilities - Denominated in: GBP Items/maturitie s On-balance sheet asset s On demand 1 to 7 days 15 days to 1 month 7 to 15 days 1 mont h to 3 months 3 months to 6 months 6 months to 1 year 1 year to 5 years More t han 5 years Indeterminat e matur ity - 5,343 - - 5,387 - 61,056 - - - A.1 Government securities - - - - - - - - - - A.2 Other debt instruments - - - - - - - - - - A.3 Units in OICR (collective investment instrum - - - - - - - - - - A.4 Financing 5, 343 - - 5,387 - 61, 056 - - - - - B anks 4, 429 - - - - 61, 056 - - - - 914 - - 5,387 - - - - - - On-balance sheet liabilities 10,522 13,169 - - - - - - - - B.1 Deposits 10, 522 13,169 - - - - - - - - - B anks 10, 515 13,169 - - - - - - - - 7 - - - - - - - - - B.2 Debt instruments - - - - - - - - - - B.3 Other liabilities - - - - - - - - - - Off-b alance sheet transac tions 433 (230) - 4,402 4,136 (62,820) - - - - C.1 Financial derivatives with exchange of pri ncipal - C ustomer s - C ustomer s 433 (230) - 4,402 4,136 (62, 820) - - - - - L ong positions 433 2,118 - 71,690 4,495 419 - - - - - Short positions - 2,348 - 67,288 359 63, 239 - - - - C.2 Financial derivatives without exchange of pri ncipal - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - C.3 Deposits a nd financing to be r eceived C.4 Ir revoca ble commitments to disburse funds C.5 Financial guarantees issued 257* Notes to the Separate Financial Statements 1.5 Distribution over time by residual contractual maturity of financial assets and liabilities - Denominated in JPY Items/maturities On-balance sheet asset s On demand 1 to 7 days 15 days to 1 month 7 t o 15 days 1 month to 3 months 3 mont hs t o 6 mont hs 6 mont hs to 1 year 1 year to 5 year s More than 5 years Indet erminate mat urity 3,212 1,377 15,619 7,445 11,617 778 230 - - A.1 Government securities - - - - - - - - - - A.2 Other debt instruments - - - - - - - - - - A.3 Units in OICR (collective investment instrume - - - - - - - - - - - A.4 Financing 3, 212 1,377 15, 619 7,445 11, 617 778 230 - - - - B anks 3, 212 1,377 15, 619 7,445 11, 617 778 230 - - - - - - - - - - - - - 1,493 - - - - - - - - - - C ustomer s On-balance sheet liabilities B.1 Deposits 1, 493 - - - - - - - - - - B anks 1, 487 - - - - - - - - - 6 - - - - - - - - - B.2 Debt instruments - C ustomer s - - - - - - - - - - B.3 Other liabilities - - - - - - - - - - Off-b alance sheet transac tions - 3,151 - ( 34,281) (9,705) (34) - - - - C.1 Financial derivatives with exchange of pri ncipal - 3,151 - (34,281) (9,705) (34) - - - - - L ong positions - 32,037 - 160,777 839 16,523 - - - - - Short positions - 28,886 - 195,058 10, 544 16,557 - - - - C.2 Financial derivatives without exchange of pri ncipal - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - C.3 Deposits a nd financing to be r eceived C.4 Ir revoca ble commitments to disburse funds - L ong positions - Short positions C.5 Financial guarantees issued - - - - - - - - - - - - - - - - - - - - 258* Notes to the Separate Financial Statements 1.6 Distribution over time by residual contractual maturity of financial assets and liabilities - Denominated in CAD It ems/ ma tur ities On-balance sheet asset s On demand 1 t o 7 days 7 t o 15 days 15 days to 1 month 1 mont h to 3 months 3 months t o 6 months 6 months to 1 More than 1 year t o 5 years year 5 year s Indeter minate maturity 1,952 - - - - - - - - - A.1 Government securities - - - - - - - - - - A.2 Other debt instruments - - - - - - - - - - A.3 Units in OICR (collective investment instrume - - - - - - - - - - A.4 Financing 1, 952 - - - - - - - - - - B anks 1, 952 - - - - - - - - - - - - - - - - - - - 3,281 - - - 1,892 - - - - - - C ustomer s On-balance sheet liabilities B.1 Deposits 3, 281 - - - 1, 892 - - - - - - B anks 3, 281 - - - 1, 892 - - - - - - - - - - - - - - - B.2 Debt instruments - C ustomer s - - - - - - - - - - B.3 Other liabilities - - - - - - - - - - Off-b alance sheet transac tions - (49) - 2,848 (98) - - - - - C.1 Financial derivatives with exchange of pri ncipal - (49) - 2, 848 (98) - - - - - - L ong positions - 865 - 34, 224 - - - - - - - Short positions - 914 - 31, 376 98 - - - - - - C.2 Financial derivatives without exchange of pri ncipal - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - C.3 Deposits a nd financing to b e r eceived - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - C.4 Ir revoca ble commitments to disburse funds C.5 Financial guarantees issued 259* Notes to the Separate Financial Statements 1.7 Distribution over time by residual contractual maturity of financial assets and liabilities – Other currencies It ems/ matur ities On dema nd On-balance sheet asset s 1 to 7 days 15 days to 1 month 7 t o 15 days 1 month t o 3 months 3 months to 6 months 6 months to 1 year 1 year t o 5 years More than 5 years Indeter minate maturity 42,555 785 - 99,761 8,160 - - - - - A.1 Government securities - - - - - - - - - - A.2 Other debt instruments - - - - - - - - - - A.3 Units in OICR (collective investment instrum - - - - - - - - - - A.4 Financing 42,555 785 - 99,761 8,160 - - - - - - B anks 27,423 785 - 124 8,160 - - - - - - C ustomer s 15,132 - - 99,637 - - - - - - 4,126 5,158 - - 8,390 - - - - - On-balance sheet liabilities B.1 Deposits 4,126 5, 158 - - 8,390 - - - - - - B anks 4,114 5, 158 - - 8,390 - - - - - 12 - - - - - - - - - B.2 Debt instruments - C ustomer s - - - - - - - - - - B.3 Other liabilities - - - - - - - - - - 1,681 (14,012) ( 12,129) ( 108,315) (1,231) - - (2,030) - - Off-b alance sheet transac tions C.1 Financial derivatives with exchange of pri ncipal - (12, 331) (12,129) (108,315) ( 1,231) - - (2,030) - - - L ong positions - 2, 923 1,332 103,736 769 16,121 - - - - - Short positions - 15, 254 13,461 212,051 2,000 16,121 - 2,030 - - C.2 Financial derivatives without exchange of pri ncipal - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - 1,681 (1, 681) - - - - - - - - 1,681 - - - - - - - - - C.3 Deposits a nd financing to be r eceived - L ong positions - Short positions - 1, 681 - - - - - - - - - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - C.4 Ir revoca ble commitments to disburse funds C.5 Financial guarantees issued 260* Notes to the Separate Financial Statements Section 4 Operational risk Qualitative information A. General aspects, procedures for measurement of operational risk the management and methods for the Operational risk is defined as the risk of loss resulting from inadequate or failed procedures, human resources and internal systems or from exogenous events. This type of risk includes loss resulting from fraud, human error, business disruption, system failure, non performance of contracts and natural disasters. The definition includes legal risk, which is defined as the risk of losses resulting from violations of laws and regulations and from contractual or non-contractual responsibilities or from other litigation. It also includes compliance risk, defined as the risk of incurring legal or administrative penalties, or substantial financial losses as a consequence of violations of compulsory rules (laws of regulations) or internal regulations (e.g. by-laws, codes of conduct and voluntary codes). Reputational risk is excluded. It is defined as the present or future risk of incurring loss of profits or capital resulting from a negative perception of the image of the Bank by customers, counterparties, shareholders, investors or supervisory authorities. Strategic risk is also excluded. It is defined as the risk attaching to errors in decision-making concerning business strategies or bad timing in decisions relating to markets. Operational risk is characterised by cause and effect relations for which one or more trigger events generate a prejudicial event or effect which is directly linked to an economic loss. An operational loss is therefore defined as a set of negative economic impacts resulting from events of an operational nature, recognised in the accounts of a business and sufficient to impact on the income statement. When formulating its policy to manage operational risk, the UBI Banca Group placed a particular focus on maintaining an appropriate risk profile that is consistent with the propensity to risk defined by senior management. It is Group policy to identify, measure and monitor operational risks within an overall process of operational risk management with the following objectives: – – – – – – to identify the causes of prejudicial events at the origin of operational losses and consequently to increase corporate profitability and improve operational efficiency, by identifying critical areas and monitoring and optimising the system of controls; to optimise policies to mitigate and transfer risk, such as for example, the use of insurance, on the basis of the magnitude and effective exposure to risk; to optimise the allocation and absorption of capital for operational risk and provision policies in a perspective of creating value for shareholders; to support decision-making processes concerning the start up of new business, activities, products and systems; to develop an operational risk culture at business unit level, increasing awareness throughout units; to respond to the regulatory requirements of the New Basel Accord on Capital for banks and banking groups. 261* Notes to the Separate Financial Statements In the light of the regulatory context as set out by the Bank of Italy in the publication of Circular No. 263 of 27/12/2006, the Bank has adopted the “traditional standardised approach” (TSA) for the calculation of capital requirements for operational risks and it has commenced the procedures for the authorisation by the supervisory authority for the use of an “advanced measurement approach” (AMA) internal model which should be completed by 17th June 2012. The organisational model The organisational model for the management of operational risks is based on a combination of components based on the responsibilities assigned and the specific position occupied in the organisation chart, both centralised and decentralised, consistent with the federal, multi-functional and integrated structure of the Group. In this context the Parent performs the functions of management, co-ordination and control, and the supervision of business functions, which includes supporting the activities of network banks and product companies in their core businesses, and it supplies common support services either directly or through subsidiaries. The design of the organisational structure is differentiated and based on the size and operational complexity of each entity in the Group: Parent, service company, commercial banks, product companies. Centralised responsibilities, each within the scope of their functions, are assigned to the following: – the Operational Risks Committee is the policy making and governance body which oversees the general process of operational risk management. Its composition, functional rules, duties and powers are governed by the General Corporate Regulations; – Operational Risks Service: as the unit responsible for the general system of operational risk management, it plans, develops and maintains methods for the detection, measurement and monitoring of operational risk and it verifies the effectiveness of measures to mitigate operational risk and of the relative reporting systems. It is also responsible for policy setting, co-ordination and control of the overall system at Group level; – the Methods and Models Service is the unit responsible for calculating capital requirements for the legal entities of the Group which intend to adopt advanced approaches on the basis of validation instructions received from the Models and Processes Validation Service and other internal and external bodies according to the case. This service forms part of the Operational Risk Service; – the Models and Processes Validation Service: as a function that is independent of persons or units involved in the development of risk management and measurement systems, it is responsible for the continuous assessment of the quality of the operational risk management system and its compliance over time with legislation and regulations, operational requirements and market demands. Its activities include verification of the reliability of capital requirement calculations and tests of the use of the measurement system in decision making processes and in the management of operational risks (use tests); – the Risk Policies Service is the unit responsible for formulating and revising the “Operational Risk Policy of the UBI Banca Group”. It is also involved in assessing and taking out insurance policies to mitigate operational risk 262* Notes to the Separate Financial Statements following procedures Regulations. contained in the Insurance Risk Management The organisational model is structured with four levels of responsibility for the decentralised units in the Bank: – – – – Operational Risk Officer (ORO): these are responsible within their legal entities (Parent – network banks – product companies) for implementing the overall framework for the management of operational risks as defined by Group policies and the respective regulations to implement it; Local Operational Risk Support Officer (LORSO): the main role acting in support of the Operational Risk Officer in the general management of operational risks in the entities to which they belong. In the legal entities to which they belong these officers also support and co-ordinate the Risk Champions and Risk Owners who liaise with those involved in the operational risk management system; Risk Champion (RC): operationally responsible for supervising operational risk management (loss data collection – LDC – and self risk assessment) for the purposes of overall validation in their business areas, co-ordinating and supporting the relative risk owners. They support the risk monitoring process and participate in the definition and implementation of mitigation strategies; Risk Owners (RO): their task is to recognise and report loss events (LDC), both actual and/or potential, which occur in the course of everyday operations. They participate in the implementation of corrective or improvement action decided at higher levels designed to reduce exposure to risk. Management, measurement and control systems The Operational Risk Management System of the Group is composed of the following: – a decentralised process for collecting data on operational losses (loss data collection) designed for integrated and systematic detection of damaging events that occur which result in an actual loss, almost a loss (a “near miss”) or a profitable event. Operational losses detected are periodically reconciled in the accounts and updated in real time by Risk Owners and/or Risk Champions by means of a software application available on the Group intranet, which shows any recoveries that are obtained separately, including those resulting from specific insurance policies; – a structured process for mapping and assessing risk, operational context factors and significant internal control system scenarios (risk assessment) intrinsic to the business areas of the Group, supported by a software application for integrated management, where the intention is to furnish critical operational self diagnosis of potential exposure to the risk of future losses, of the adequacy of controls and of the mitigation measures in place; – a database of operational losses incurred by the sector nationally since 2003. The Group has participated in the DIPO (Italian database of operational losses) project launched by the Italian Banking Association to exchange loss data in the sector since it commenced; – a system for measuring economic and supervisory capital to calculate the absorption of supervisory capital by operational risk for each business unit using an AMA and a standardised approach. The measurement of operational 263* Notes to the Separate Financial Statements risk using the AMA system is performed using an extreme value theory (EVT) approach, based on all of the three sources of information described above (internally detected operational losses [LDC], assessment of potential exposure to risk [self risk assessment] and operational losses incurred in the national banking sector [DIPO]). Reporting A reporting system has been implemented to support the monitoring of operational risks which furnishes the information needed for proper management, measurement and mitigation of the levels of risk assumed by the Bank. That system is structured with the same levels of responsibility employed by the organisational model to support the multiple information requirements intrinsic to the federal model of Group organisation. The objective is to guarantee standardised information and allow periodic verification of the operational risks assumed as input for the definition of management strategies and objectives that are consistent with standard levels of acceptable risk. Reporting to corporate bodies, the senior management of the Parent and of the main legal entities in the Group and to the Operational Risks Committee is periodically performed centrally by the Operational Risks Service. It includes an analysis at differing degrees of detail and with differing frequencies according to requirements of the following: an analysis of data on internal losses and the relative recoveries together with a comparison with external data for the sector nationally; the results of the assessment of risk exposure with the identification of areas of vulnerability; and a description of the action needed to prevent and mitigate risk and of the relative effectiveness. Risk transfer mechanisms The Bank has taken out adequate insurance policies to cover the principal transferable operational risks with due account taken of supervisory regulations (Bank of Italy Circular No. 263/2006). The policies were taken out by UBI Banca Scpa in its own name and on behalf of the network banks and product companies of the Group concerned. Legal risk The Bank is party to a number of court proceedings and legal actions of varying nature arising from the ordinary performance of its business. While it is not possible to predict final outcomes with certainty, it is considered that an unfavourable conclusion of these proceedings, both taken singly or as a whole, would not have a significant effect on the Bank’s financial position and results. In order to meet the claims received, the Bank made appropriate provisions on the basis of a reconstruction of the amounts potentially at risk and taking account of established legal opinion on the matters in question. 264* Notes to the Separate Financial Statements The specific sections of this report may be consulted for information on corporate litigation not directly related to ordinary business operations and on tax litigation. Quantitative information The graphs below show that the main sources of operational risk for the Bank in the period from January 2008 to December 2011 were “external causes” (28% of frequencies and 81% of the total impacts detected) and “processes” (65% of frequencies and 18% of the total impacts detected). The “external causes” risk driver included, amongst other things, human actions performed by third parties and not directly under the control of the Bank. The “process” risk driver included unintentional errors and incorrect application of regulations. Percentage of operational losses by risk driver (detection from 1st January 2008 to 31st December 2011) Number of events Impact on profit Operational losses during the year were concentrated on the following risk factors: “processes” (49% of frequencies and 55% of the total impacts detected) and “persons” (4% of frequencies and 27% of the total impacts detected). 265* Notes to the Separate Financial Statements Percentage of operational losses by risk driver (detection from 1st January 2011 to 31st December 2011) Number of events Impact on profit 266* Notes to the Separate Financial Statements The types of event which recorded the greatest concentration of operational losses during the period examined were “external fraud” (5% of frequencies and 80% of the total impacts detected) and “execution, delivery and process management” (46% of frequencies and 12% of the total impacts detected). Percentage of operational losses by type of event (detection from 1st January 2008 to 31st December 2011) Number of events Impact on profit Operational losses incurred during the year were concentrated mainly in the following types of event: “employment and safety at work” (36% of frequencies and 38% of the total impacts detected) and “execution, delivery and process management” (43% of frequencies and 35% of the total impacts detected). Percentage of operational losses by type of event (detection from 1st January 2011 to 31st December 2011) Number of events Impact on profit Customers, products and professional practices Execution, delivery and process management External fraud Business interruption and system malfunctions Employment and safety at work Operational losses detected during the year were concentrated above all in the following lines of business: “commercial banking” (36%), “trading and sales” (29%) and “retail banking” (26%). 267* Notes to the Separate Financial Statements Capital requirements The Bank has employed the traditional standardised approach (TSA) since 2008 for the calculation of capital requirements on operational risk (see Bank of Italy Circular No. 263 of 27/12/2006 relating to the new prudential supervisory regulations for banks). The capital requirement calculated according to the standardised approach (TSA) is the product of the multiplication of gross income (the “significant indicator” consisting of item 120 in the mandatory income statement in the consolidated financial statements pursuant to Bank of Italy circular No. 262 of 22nd December 2005), divided into supervisory lines of business, by the “beta” coefficients defined in the supervisory regulations (see Bank of Italy circulars No. 263 of 27th December 2006 and No. 155 of 18th December 1991). The significant indicator for the supervisory lines of business was extrapolated from management accounting data, by applying classification criteria defined by internal regulations in compliance with supervisory instructions. The capital requirement as at 31st December 2011, calculated as the average of the requirements for the last three years, amounted to €54 million. It was absorbed mainly by the commercial banking line of business. The average absorption of capital with respect to the significant indicator was 15%. The capital requirement fell by €13 million (-19%) compared to the previous year, caused mainly by a drop in gross income. 268* Notes to the Separate Financial Statements Part F – Information on equity Section 1 Equity A – Qualitative information Equity is defined by international financial reporting standards in a residual manner as “what remains of an entity’s assets after all the liabilities have been deducted”. From a financial viewpoint equity is the means measured in monetary form contributed by the owners or generated by the entity. Operational levers are developed on a broader aggregate, consistent with the supervisory aggregate, which are characterised not just by equity in the strict sense but also by intermediate aggregates such as innovative instruments, hybrid instruments and subordinated liabilities. As the Parent of the Group, UBI Banca performs supervision and co-ordination activities for the companies in the Group and therefore (without prejudice to the independence of each of them in terms of business and company by-laws), sets appropriate policies for them. The Parent Bank analyses and co-ordinates capital requirements on the basis of the Group development plan, the related risk profiles and, very importantly, in compliance with supervisory constraints and acts as a privileged counterparty in gaining access to capital markets applying an integrated approach to optimising capital strength. 269* Notes to the Separate Financial Statements B – Quantitative information B.1 Equity: composition Items/Amounts 31.12.2011 31.12.2010 1. Share capital 2,254,367 1,597,865 2. Share premiums 7,429,913 7,100,378 3. Reserves 1,761,644 1,572,878 1,528,839 1,340,246 544,428 516,056 - - - of profits a) legal reserve b) by-law c) treasury shares 69,703 64,203 d) other 914,708 759,987 - other 232,805 232,632 - - 4. Equity instruments 5. (Treasury shares) 6. Fair value reserves - Available-for-sale financial assets (4,375) - (1,118,666) (226,575) (1,145,740) (256,806) - Property, equipment and investment property - - - Intangible assets - - - Foreign investment hedges - - - Cash flow hedges - - (243) (243) - Exchange rate differences - Non current assets held for disposal - Actuarial gains (losses) relating to defined benefit pension plans - Share of fair value reserves of equity-accounted investees - Special revaluation laws - - (1,980) 1,177 - - 29,297 29,297 7. Profit (loss) for the year (2,713,054) 283,720 Total 7,609,829 10,328,266 As already reported, the 2011 incentive scheme for the Senior Management of the UBI Group requires the Parent, UBI Banca, to deliver treasury shares to its employees and to grant shares to the employees of its subsidiaries. According to IFRS 2 “share-based payments”, that scheme constitutes an “equity settled” operation where payment is based on shares and made using equity instruments. On this basis, because the objective of IFRS 2 is to recognise the impact on profit and loss of the remuneration paid by means of equity instruments in the income statement in the form of personnel expense, UBI Banca and the subsidiaries involved in the scheme recognised the cost for the year within the item 150a “Administrative expense: personnel expense” against an increase in equity made by posting the amount to a separate reserve in equity because the obligation of the company will be extinguished by the delivery of equity instruments and that obligation will be settled in any event by UBI Banca. In this context, the item “reserves – other” also includes stock grant reserves relating to the share component of the incentive scheme for UBI Banca personnel amounting to €10 thousand and for the personnel of Group member companies amounting to €115 thousand. 270* Notes to the Separate Financial Statements B.2 Fair value reserves of available-for-sale financial assets: composition 31.12.2011 Asse ts/ amounts Positive r eser ve 1. Debt instruments 2. Equity instruments 31.12.2010 N egative re serv e Posit ive reserve Negative reserve 9 48 (1, 187,92 4) 2, 332 (309,8 90) 47,8 50 (1,89 5) 55, 115 (1,7 02) 1,1 33 (5,85 2) 3, 457 (6,1 18) - - - - 49,931 (1,195,671) 60,904 (317,710) 3. Units in O.I. C.R. (co llec tiv e inv est men t ins tru ment s) 4. Financing Total Details are given below of the main components of the fair value reserve net of tax. Description Government securities and other debt instruments Units in O.I.C.R. (collective investment instruments) Autostrada Pedemontana Spa Istituto Centrale Banche Popolari SpA Sacbo Spa Società per I servizi bancari SSB Other equity instruments Total Positive reserve 948 1,133 ‐ 24,910 14,442 5,588 2,910 49,931 Negative reserve (1,187,924) (5,852) (1,402) ‐ ‐ ‐ (493) (1,195,671) Total (1,186,976) (4,719) (1,402) 24,910 14,442 5,588 2,417 (1,145,740) B.3 Fair value reserves of available-for-sale financial assets: annual changes Debt instruments 1. Opening balances 2. Pos itive changes Equity instrum ents Units in O.I.C.R. (collective inve stme nt instruments) (307,558) 53,413 (2,661) - 6,651 5,142 5,737 - 333 2,344 3,66 1 - 6,142 6,142 - 1,11 3 1,11 3 - - 176 (886,069) (863,810) 2,798 (12,600) (4,620) 96 3 (7,795) (4,871) - (179) (22,080) (1,186,976) (314) (6,914) (752) 45,955 (2,213) (275) (436) (4,719) - 2.1 Inc rease s in fair value 2.2 Transfe r to income stateme nt of ne gative reserves for impairment from s ale 2.3 Other c hange s 3. Negative changes 3.1 Red uctions in fair value 3.2 Impairment losse s 2.2 Transfe r to income stateme nt of positive re serves: from dis posal 3.4 Other c hange s 4. Closing balances Financing The changes in fair value are shown net of tax. Detailed information gross of tax is given in the notes at the foot of the detailed statement of comprehensive income. 271* Notes to the Separate Financial Statements Section 2 Capital and supervisory ratios 2.1 SUPERVISORY CAPITAL A – Qualitative information The tables below summarise the main contractual characteristics of the debt instruments that constitute the tier one capital, the supplementary capital and the tier three capital. The column “nominal amount” reports the nominal amounts for those instruments net of the repurchases that have occurred. 1. Tier one capital Type of issue Coupon Maturity date Early redemption clause Nominal amount IAS AMOUNT 31.12.2011 Deposit BPB Funding Llc 2001/perpetual mixed rate Currency euro Until 2011 fixed rate of 8.364% and subsequently floating rate Euribor 3 months + 4.60% perpetual From 15.02.2011 300,000 302,324 Deposit BPCI Funding Llc 2001/perpetual mixed rate Currency euro Until 2011 fixed rate of 8.9% and subsequently variable rate Euribor 3 months + 5.4% perpetual From 27.06.2011 115,001 115,066 155,000 155,606 Subordinated deposits Deposit Banca Lombarda Preferred Until 2010 fixed rate of 8.17% swapped Capital Company Llc 2000/perpetual with Euribor 6 months + 2.42% and mixed rate Currency euro subsequently floating rate Euribor 3 months + 5.94% 272* perpetual Notes to the Separate Financial Statements 2. Tier two capital Type of issue Coupon Maturity date Early redemption clause Nominal amount IAS AMOUNT 31.12.2011 2004/2014 - floating rate ISIN IT0003723357 Currency euro Half year Euribor 6M +0.125% for years 1-5 Euribor 6M +0.725% for years 6-10 22.10.2014 From 22.10.2009 137,059 136,248 2004/2014 - floating rate ISIN IT0003754949 Currency euro Half year Euribor 6M +0.125% for years 1-5 Euribor 6M +0.725% for years 6-10 23.12.2014 From 23.12.2009 110,068 109,105 2008/2015 - floating rate ISIN IT0004424435 Currency euro Quarterly Euribor 3M +0.85% 28.11.2015 479,519 474,739 2010/2017 - floating rate ISIN IT0004572860 Currency euro Half year floating rate Euribor 6 months +0.40% 23.02.2017 152,587 151,473 2010/2017 - fixed rate ISIN IT0004572878 Currency euro Half year fixed rate of 3.10% 23.02.2017 300,000 309,378 2010/2017 - fixed rate ISIN IT0004645963 Currency euro Half year fixed rate of 4.30% 05.11.2017 400,000 397,740 2011/2018 - fixed rate ISIN IT0004723489 Currency euro Half year fixed rate of 5.40% 30.06.2018 Redemption by fixed rate annual amortisation schedule from 30.06.2014 400,000 412,473 30.10.2018 From 30.10.2013 211,650 211,988 2006/2018 - floating rate EMTN Quarterly Ordinary subordinated ISIN XS0272418590 Currency euro Euribor 3M +0.50% for years 1-7 bond issues (Lower Tier Euribor 3M +1.10% for years 8-12 II) 2009/2019 - mixed rate ISIN IT0004457070 Currency euro Half year fixed rate of 4.15% until 2014 and subsequently variable Euribor 6M +1.85% 13.03.2019 From 13.03.2014 370,000 383,886 2009/2016 - floating rate ISIN IT0004457187 Currency euro Quarterly Euribor 3M + 1.25% 13.03.2016 Redemption by fixed rate annual amortisation schedule from 13.03.2012 211,992 209,976 2009/2016 - floating rate ISIN IT0004497068 Currency euro Quarterly Euribor 3M + 1.25% 30.06.2016 Redemption by fixed rate annual amortisation schedule from 30.06.2012 156,837 154,915 2009/2019 - mixed rate ISIN IT0004497050 Currency euro Half year fixed rate of 4% until 2014 and subsequently variable Euribor 6M +1.85% 30.06.2019 From 30.06.2014 365,000 370,940 2011/2018 - fixed rate ISIN IT0004718489 Currency euro Half year fixed rate of 5.50% 16.06.2018 Redemption by fixed rate annual amortisation schedule from 16.06.2014 400,000 412,217 2011/2018 - mixed rate ISIN IT0004767742 Currency euro 18.11.2018 Quarterly fixed rate of 6.25% until 2014 and subsequently variable Euribor 3M +1% 221,598 219,055 Deposit Banca Carime Spa 2002/2012 Currency euro Fixed rate of 6.15% 25.06.2012 164,000 165,866 Euribor 6M +1.10% 20.11.2013 200,000 200,620 Subordinated deposits Deposit Banca Carime Spa (Tier II) 2003/2013 Currency euro 3. Tier three capital No debt instruments exist which constitute tier three capital. 273* Notes to the Separate Financial Statements B – Quantitative information A. Tier 1 capital before the application of prudential filters 31.12.2011 31.12.2010 9,252,959 10,484,654 B. B.1 B.2 Tier 1 capital prudential filters: ‐IFRS prudential filters positive (+) ‐IFRS prudential filters negative (‐) (87,535) (47,550) 579 337 (88,114) (47,887) C. Tier 1 capital before items to be deducted (A + B) D. Items to be deducted from tier 1 capital E. F. G. G.1 G.2 H. I. L. M. N. O. P. 9,165,424 Total tier 1 capital (C - D) Supplementary capital before the application of prudential filters Supplementary capital prudential filters: ‐IFRS prudential filters positive (+) ‐IFRS prudential filters negative (‐) 10,437,104 191,522 179,045 8,973,902 4,224,054 10,258,059 3,670,036 (7,425) (9,543) ‐ ‐ (7,425) (9,543) Supplementary capital before items to be deducted (F + G) Items to be deducted from supplementary capital Total supplementary capital (tier 2) (H - I) Items to be deducted from total tier 1 and supplementary capital Supervisory capital (E + L - M) Tier three capital (*) Supervisory capital inclusive of tier 3 (N + O) 4,216,629 3,660,493 191,522 179,046 4,025,107 3,481,447 26,326 26,304 12,972,683 12,972,683 13,713,202 13,713,202 2.2 CAPITAL ADEQUACY REQUIREMENT A. Qualitative information The capital adequacy parameters are consistent with the type of business performed by the Bank as a Parent, which is almost entirely with members of the Group it leads. The table below shows the absorption of supervisory capital as a function of the overall capital adequacy requirement. Compliance with that requirement at the end of the year involved a capital requirement of €1,214 million. The total capital ratios fell from 90.42% to 85.62%. Finally, the tier one capital ratio as at 31st December 2011 stood at 59.23% compared to 67.64% the year before. 274* Notes to the Separate Financial Statements B. Quantitative information Amounts not weighted 31.12.2011 31.12.2010 A. RISK ASSETS A.1 Credit and counterparty risk 1. Standardised approach 3. Securitisations Amounts weighted 31.12.2011 31.12.2010 84,332,876 88,078,627 19,233,556 18,619,836 3,849 94,875 2,691 21,202 B. SUPERVISORY CAPITAL REQUIREMENTS Requirements B.1 Credit and counterparty risk B.2 Market risk B.3 Operational risk B.4 Other prudent requirements B.5 Other items calculated B.6 Total prudent requirements C. RISK ASSETS AND SUPERVISORY RATIOS C.1 Risk weighted assets C.2 Tier 1 capital/risk weighted assets (Tier 1 capital ratio) C.3 Supervisory capital inclusive of tier 3/risk weighted assets (Total capital ratio) 1,538,900 23,161 54,121 ‐ (404,046) 1,212,136 1,491,283 59,281 67,085 ‐ (404,412) 1,213,237 15,151,704 15,165,464 59.23% 67.64% 85.62% 90.42% For those banks which adopt the standardised method, the non weighted amount is that which takes account of prudential filters, risk mitigation techniques and credit conversion factors. Since 30th September 2010, the risk weighted assets consist of the reciprocal of the minimum requirement (8%), inclusive of the 25% discount for banks belonging to banking groups which meet the compulsory minimum requirement at consolidated level. Net of that discount and for a comparison with the data reported previously, the ratios shown in line items C.2 and C.3 for December 2011 would have been 44.42% and 64.21%, while in December 2010 they would have been 50.76% and 67.84%. 275* Notes to the Separate Financial Statements Part G – Business combinations concerning companies or lines of business UBI Banca has not performed any business combinations. 276* Notes to the Separate Financial Statements Part H - Transactions with related parties 1. 1. Information on the remuneration of board members and senior managers Remuneration for Board Members and senior managers Short‐term benefits (*) 13,128 ‐ of which key management personnel 5,676 Post‐employment benefits 727 ‐ of which key management personnel 727 Other long term benefits 3 ‐ of which key management personnel 3 Indemnity for termination of employment 1,100 ‐ of which key management personnel 1,100 Share based payments ‐ ‐ of which key management personnel ‐ (*) In addition to the sum destined to the Supervisory Board and to the Management Board, the amount also included fixed and variable remuneration paid to Directors because it is equivalent to personnel expenses and social security charges payable by the Bank to employees. With regard to remuneration paid in 2011 to key management personnel including the General Manager, in addition to the fixed component of remuneration decided through individual agreements, there is also a variable component linked to the achievement of strategic Group objectives. The fixed part of the remuneration not only contains normal payments in cash but also benefits which complete the remuneration such as supplementary pension funds, health policies, accident policies and, where it is the case, the provision of a company car for bank and private use. The following types of remuneration were paid (the relevant accounting standard may be consulted for definitions): a) Short-term benefits Short-term benefits include salaries, social security contributions, indemnities to replace vacations not taken, absences for illness, paid leave and benefits such as medical care and housing; b) Post-employment benefits Post-employment benefits include providence, pension and insurance plans as well as severance payments. The senior managers in question benefit from life and supplementary pension forms of insurance, which also extend beyond the termination of their employment contracts. 277* Notes to the Separate Financial Statements 2. Information on transactions with related parties In compliance with the provisions of the regulations in force, we report that all transactions carried out by the Parent with related parties were conducted in observance of correct principles both in substance and form, under conditions analogous to those applied for transactions with independent parties. For the purposes of the preparation of financial reports pursuant to Art. 154-ter of Legislative Decree No. 58/98 (Consolidated Finance Act), in accordance with IAS 24, a party is considered to be related to an issuer if: a) it directly or indirectly controls, is controlled by or is under common control with the issuer; or it holds an interest that allows it to exercise significant influence over the issuer or joint control over the issuer; b) it is an associate of the issuer (as defined in IAS 28 - investments in associates); c) it is a joint venture in which the issuer is a venturer; d) he/she is a member of the key management personnel of the issuer or of its parent, where a member of the key management personnel refers to those who have power and responsibility for the planning, management and control of the activities of the issuer including its directors; e) he/she is a close member of the family of one of the individuals referred to in (a) or (d) (close family members are intended as meaning those who are potentially able to influence an individual related to the issuer or be influenced by him/her in their relations with the issuer); f) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (d) or (e); g) it is a pension fund for the employees of the issuer or of any entity related to it. With regard to the effects of the management and co-ordination activities performed by the Parent, as required by article 2497 bis of the Italian Civil Code, we report that the Parent and its subsidiary, UBI Sistemi e Servizi Scpa provided Group member companies with a series of services, governed by intragroup contracts drawn up in accordance with the principles of consistency, transparency and uniformity in line with the organisational model of the Group, according to which, strategic, and management activities are centralised in UBI Banca and technical and operational activities in the subsidiary just mentioned. The prices agreed for the services provided under the contracts were determined on the basis of market prices or, where appropriate reference parameters could not be found in the marketplace, in accordance with the particular nature of the services provided, on the basis of the cost incurred. The main intragroup contracts existing at the end of the year included those to implement the policy to centralise activities in the governance and business areas of the Parent, which involved the Parent and the main banks in the Group, and also contracts to implement the “national fiscal consolidation” (in accordance with articles 117 to 129 of Presidential Decree No. 917/1986, the consolidated law on income tax) concluded by the Parent. There were also all the intragroup contracts which implement the centralisation in UBI Sistemi e Servizi of support activities for the principal companies in the UBI Group. Further information on transactions with related parties is reported in the tables that follow. 278* Notes to the Separate Financial Statements Summary of principal balance sheet transactions with related parties Related party Financial assets held for trading Direct subsidiaries Associates Senior managers Other related parties 1,050,751 7 - Available-forsale financial assets 47,898 12,428 - Loans to banks 26,297,926 - Loans to customers Other assets Due to banks 13,474,836 18,185 - 336,903 - 15,291,526 - Due to customers 1,220,981 1,864 4 - Securities issued 3,922,898 - Financial liabilities held for trading Other liabilities 399,353 - 250,604 - 14,399,060 24,955 - Other liabilities Guarantees granted Guarantees granted Percentage of balance sheet transactions with related parties in respect of the financial statements of UBI Banca Related party Financial assets held for trading With related parties (a) Total (b) Percentage (a/b*100) 1,050,758 3,515,897 29.89% Available-forsale financial assets 60,326 6,705,814 0.90% Loans to banks 26,297,926 30,224,290 87.01% Other assets Loans to customers 13,493,021 15,692,663 85.98% 279* 336,903 441,383 76.33% Due to banks 15,291,526 24,228,130 63.11% Due to customers 1,222,849 8,022,864 15.24% Securities issued 3,922,898 27,200,141 14.42% Financial liabilities held for trading 399,353 1,647,634 24.24% Notes to the Separate Financial Statements 250,604 744,591 33.66% 14,424,015 15,995,629 90.17% Summary of principal income statement transactions with related parties Related party Net interest Direct subsidiaries Associates Senior managers Other related parties Net commission income 312,900 (15) - 18,560 - Dividends and similar income Other operating revenues and expenses Net income from trading activity 335,451 1,324 - - Personnel expense 94,913 12 - Other administrative expenses 64,464 178 (14,958) (111) (49,669) (5) (44) Percentage of income statement transactions with related parties in respect of the financial statements of UBI Banca Related party Net interest With related parties (a) Total (b) Percentage (a/b*100) 312,885 (195,221) -160.27% Net commission income 18,560 13,083 141.86% Dividends and similar income 336,775 354,420 95.02% 280* Net income from trading activity (8,061) 0.00% Other operating revenues and expenses 94,925 95,276 99.63% Personnel expense 49,573 (114,549) -43.28% Other administrative expenses (49,718) (112,961) 44.01% Notes to the Separate Financial Statements Principal balance sheet items relating to subsidiaries subject to control, joint control and significant influence Companies consolidated with the line-by-line method Financial assets held for trading Available-for-sale financial assets Loans to other banks Loans to customers Other assets Financial Securities issued liabilities held for Other liabilities trading Due to customers Due to banks Guarantees granted 1,050,751 47,898 26,297,926 13,474,836 336,903 15,291,525 1,220,981 3,922,898 399,353 250,604 Albenza 3 Srl - - - 9 - - - - - - - Barberini Sa - - - - - - - - - - - BDG Singapore Pte Ltd 14,399,060 - - - - - - - - - - - 232,442 - 12,384,927 - 29,004 83 - - 50,252 25,398 369,416 49,290 - 25,938 - 17,974 3,027,565 - 606,296 5,862 12,367 21,471 8,058 - 548,793 - 4,743 81,056 - - 6,386 3,477 8,000 Banca Lombarda Preferred Capital Company LLC - 1,550 - - - - 155,606 - - - - Banca Lombarda Preferred Security Trust - - - 30,443 - - - - - - 1,058 B@nca 24-7 Spa Banca Carime Spa Banca di Valle Camonica Spa 8,120 - 759 - 989 57,580 - 50,274 - 805 BPCI Capital Trust UBI Banca Private Investment Spa - - - 13,361 - - - - - - - BPCI Funding LLC - - - - - - 115,066 - - - 123,350 103,692 - 716,172 - 30,824 553,082 - - 47,656 23,146 180,780 94,742 - 962,044 - 17,097 187,999 - - 34,075 12,792 13,309 113,805 - 2,049,904 - 94,145 2,774,792 - 1,003,129 100,242 67,640 1,726,637 Banca Popolare Commercio e Industria Spa Banca Popolare di Ancona Spa Banca Popolare di Bergamo Spa Banca Regionale Europea Spa Banco di Brescia Spa Banco di San Giorgio Spa 41,123 - 664,188 - 12,610 251,285 - - 15,277 12,232 17,299 118,319 - 1,696,253 - 57,574 1,083,497 - - 51,037 42,120 140,202 42,899 - 1,141,739 - 4,170 130,908 - - 8,766 2,990 24,348 Banque de Dépôts et de Gestion Sa - - 137 - - 32,807 - 8,273 - - 5,628 BPB Capital Trust - - - 73,095 - - - - - - - BPB Funding LLC - - - - - - 302,324 - - - - BPB Immobiliare Srl - - - 46 1,314 - - - - 819 - UBI Banca International Sa UBI Leasing Spa UBI Factor Spa Centrobanca Spa 5,634 - 219,540 - - 5,620,784 - 85,453 9 - 7,961,280 61,910 2,793 - 9,675,530 22,947 - 27,752 - 33,489 19,030 136,303 - - - 2,673,190 6,173 - 14,474 - - 4,905 14,973 74,585 - 4,855,345 - 14,836 74,275 - 1,668,044 45,700 11,635 3,641,183 Centrobanca Sviluppo Impresa SGR Spa - 39,706 - 7 16 - - - - - - Coralis Rent Srl - - - 19 115 - - - - 793 13,200 IW Bank Spa - - 1,032,187 - - 1,415,812 - 501,429 - - 623 InvestNet International SpA - - - 2 - - 16 - - - - 9,228 - - - - - - - - - - - 3,849 - - - - - - - - - 33,429 - - 153,292 - - - - - - - 24-7 Finance Srl Lombarda Lease Finance 4 Srl Ubi Lease Finance 5 Srl UBI Management Company Sa Ubi Finance 2 Srl Orio Finance Nr. 3 Plc Prestitalia Spa - - - - - - - - - - - 10,085 - - 40,537 - - - - 17 - - 5,029 - - 8 - - - - - - - - - - 989 84 - - - - - - UBI Fiduciaria Spa - - - 11 61 - - - - 19 - Società Bresciana Immobiliare - Mobiliare SBIM Spa - - - 19,595 675 - - - - 548 - UBI Gestioni Fiduciarie Sim Spa - - - 20 10 - - - - 134 - Silf - Società Italiana Leasing e Finanziamenti Spa - - - 78 42 - - - - 807 - UBI Finance CB2 - - - - - - - - - - - Società Lombarda Immobiliare Spa - Solimm - - - 1 1 - - - - 2 - UBI Trustee SA - - - - - - - - - - - UBI Finance Srl - - - 655,943 - - - - - - - 12,455 - - 86,552 - - - - - - - UBI Insurance Broker Srl - - - 9 142 - - - - 6 - UBI Pramerica SGR Spa 25,906 - - 551 387 - 605,743 - 585 975 - - - - 51,548 20,970 - - - - 7,964 - UBI Finance 3 Srl UBI Sistemi e Servizi SCpA 281* Notes to the Separate Financial Statements (contd.) Financial assets Available-for-sale held for trading financial assets Loans to other banks Loans to customers Other assets Due to banks Due to customers Securities issued Financial liabilities held for trading Other liabilities Guarantees granted Companies consolidated using the equity method 7 12,428 - 18,185 - - 1,864 - - - Aviva Vita SpA - - - 10 - - 583 - - - - Capital Money Spa - - - - - - - - - - - Lombarda China Fund Management Co. - - - - - - - - - - - Prisma Srl - - - - - - - - - - - 24,955 SF Consulting Srl - - - - - - - - - - Sider Factor Spa - - - - - - - - - - - Sofipo Fiduciarie Sa - - - - - - - - - - - SPF Studio Progetti Finanziari Srl - - - - - - - - - - - Arca SPA - - - - - - - - - - - Polis Fondi SGR Spa - 12,428 - - - - - - - - - Lombarda Vita SPA - - - 29 - - 1,281 - - - 24,955 UFI Servizi Srl - - - - - - - - - - - Ubi Assicurazioni Spa - - - 3,037 - - - - - - - Aviva Assicurazioni Vita Spa 7 - - 15,108 - - - - - - - 282* Notes to the Separate Financial Statements Principal income statement items with subsidiaries subject to control, joint control and significant influence Net commission income Net interest Companies consolidated with the line-by-line method Other income /operating expense Net trading income (loss) Dividends Other administrative expenses Personnel expense 312,900 18,560 335,451 - 94,913 64,464 Albenza 3 Srl - 37 - - - - Barberini Sa - - - - - - - BDG Singapore Pte Ltd - - - - - 89 10 B@nca 24-7 Spa Banca Carime Spa Banca di Valle Camonica Spa Banca Lombarda Preferred Capital Company LLC Banca Lombarda Preferred Security Trust UBI Banca Private Investment Spa 269,529 (109,412) 8,630 (10,591) 2,334 (1,307) 1,999 (49,669) - 54 - - 635 419 31,453 - 6,510 108 876 - 1,735 130 - - - - - - - - - - - 610 - - 1,859 178 2 (2,233) 13 (322) (6) - BPCI Capital Trust 1,664 - - - - - - BPCI Funding LLC (9,257) - - - - - - (567) 1,265 14,808 - 12,490 (879) (1,717) 389 15,323 - 6,808 (2,209) (321) 2,046 127,010 - 35,257 (2,895) (255) 4,921 838 14,371 - 6,388 (1,031) (1,297) Banco di Brescia Spa 35,609 1,120 78,107 - 10,866 (1,735) (104) Banco di San Giorgio Spa 24,776 291 - - 2,389 74 5 Banque de Dépôts et de Gestion Sa (1,418) - - - 81 272 10 - Banca Popolare Commercio e Industria Spa Banca Popolare di Ancona Spa Banca Popolare di Bergamo Spa Banca Regionale Europea Spa BPB Capital Trust BPB Funding LLC BPB Immobiliare Srl 9,733 (25,940) 6,675 (18,689) - - - - - - - - - - - - - - 228 534 (578) UBI Banca International Sa (97,101) 3,705 4,940 - 93 355 33 UBI Leasing Spa 181,418 69 - - 396 1,073 - UBI Factor Spa 29,236 2,049 4,862 - 199 46 Centrobanca Spa 35,055 5,384 14,280 - 802 1,711 Centrobanca Sviluppo Impresa SGR Spa - - - - 41 64 Coralis Rent Srl - 8 - - 40 400 1 - - 364 808 - - - - - IW Bank Spa InvestNet International SpA 24-7 Finance Srl (23,010) - (502) (710) 2 (50) - - - - - - - Lombarda Lease Finance 4 Srl 234 - - - - - - Ubi Lease Finance 5 Srl 151 - - - - - - - - - - - - - 32 56 - - 208 - - 230 - - - - - - - 960 - - 144 243 6 UBI Management Company Sa Ubi Finance 2 Srl Orio Finance Nr. 3 Plc Prestitalia Spa UBI Fiduciaria Spa - - 119 - 18 222 388 - 1,120 - 92 62 UBI Gestioni Fiduciarie Sim Spa - - - - 44 48 - Silf - Società Italiana Leasing e Finanziamenti Spa - - - - 90 90 1 UBI Finance CB2 - - - - - - - Società Lombarda Immobiliare Spa - Solimm - - - - 5 - - UBI Trustee SA - - - - - - - UBI Finance Srl 520 - - - 507 - - 91 49 - - 128 - - - 3,200 - 34 184 24,982 - 225 1,837 (473) - - 6,237 65,027 (38,116) Società Bresciana Immobiliare - Mobiliare SBIM Spa UBI Finance 3 Srl UBI Insurance Broker Srl UBI Pramerica SGR Spa UBI Sistemi e Servizi SCpA (1,366) 332 (898) - 283* (5,050) (250) Notes to the Separate Financial Statements (contd.) Net commission income Net interest Companies consolidated using the equity method Other income /operating expense Net trading income (loss) Dividends Other administrative expenses Personnel expense (15) - 1,324 - 12 178 (9) - - - - - - Capital Money Spa - - - - - - - Lombarda China Fund Management Co. - - - - - - - Prisma Srl - - - - - - - SF Consulting Srl - - - - - - - Sider Factor Spa - - - - - - - Sofipo Fiduciarie Sa - - - - - - - SPF Studio Progetti Finanziari Srl - - - - - - - Arca SPA - - 1,156 - - - - Polis Fondi SGR Spa - - 168 - - - - (6) - - - - - (2) UFI Servizi Srl - - - - - - Ubi Assicurazioni Spa - - - - 12 178 Aviva Assicurazioni Vita Spa - - - - - - Aviva Vita SpA Lombarda Vita SPA 284* (5) (3) Notes to the Separate Financial Statements - PART I – Share based payments A. Qualitative information In implementation of the “UBI Banca Group remuneration and incentive policies” (the “Policy”), which were approved on 25th February 2011 by the Supervisory Board, after prior consultation with the Remuneration Committee, in compliance with “Supervisory provisions on the remuneration and incentive policies and practices of banks and banking groups” issued by the Bank of Italy, on 30th April 2011 an ordinary shareholders’ meeting of UBI Banca approved the payment of the variable component of bonuses to be made by the use of shares for top management and the highest management level of the control functions. Incentive schemes for 2011 are described in detail in the “2011 Annual report to the shareholders’ meeting on remuneration and incentives policies” which may be consulted. They are subject to specific trigger conditions which guarantee the capital stability (core tier one) and liquidity (net stable funding ratio) of the UBI Banca Group, as well as the ability to generate value by the Group and the single companies belonging to it (economic value added). The calculation of bonuses is related to the degree to which set objectives are achieved, each being weighted on the basis of their importance. The following was performed with regard to top management and the highest management level of the control functions: ‐ ‐ deferment of payment of a portion (according to the role performed) of between 40% and 60% of annual bonuses if they are due; the grant of financial instruments, by the assignment of ordinary shares of the Parent, UBI Banca, for a portion equal to at least 50% of variable remuneration, setting an adequate period of personnel retention for this, in order to align the incentives to the Bank' s medium to long-term interests. As a consequence of the above, the first portion of share-based bonuses should be assigned in the third year following the reporting year (2014), while the second portion should be assigned in the fifth year following the reporting year (2016). In order to ensure the Group's value generation capability over time, the second deferred portion is also subject to the achievement of set conditions relating to the creation of value corrected for risk, and that is to profit. B. Quantitative information According to IFRS 2 “share-based payments”, the scheme in question constitutes an “equity settled” operation where payment is based on shares and made using equity instruments. On this basis, because the objective of IFRS 2 is to recognise the impact on profit and loss of the remuneration paid by means of equity instruments in the income statement in the form of personnel expense, UBI Banca and the subsidiaries involved in the scheme recognised the cost for the year within the item 150a “Administrative expenses: personnel expense” against an increase in equity made by posting the amount to a separate reserve in equity because the obligation of the company will be extinguished by the delivery of equity instruments and that obligation will be settled in any event by the Parent. As concerns the quantification of the cost of the scheme, since it is impossible to measure the value of the services provided by employees with precision, in compliance with IFRS 2 it is calculated on the basis of the fair value of the UBI share on the grant date7 multiplied by the number of shares that it is estimated will be vested. 7 In this case this is the date on which the treasury shares are repurchased, because it is only on that date that the number of financial instruments needed to meet the obligation assumed by the company can be estimated. 285* Notes to the Separate Financial Statements More specifically, the fair value of the equity instruments granted is calculated with account taken of the circumstance that they will be delivered, as planned, in 2014 and 2016. That estimate, based on the market price of the shares, does not include the effect of any dividends that may be distributed in the period and in general it adequately weights the terms and conditions governing the grant of the instruments. The total cost total of the scheme estimated on that basis is €52 thousand, divided as follows: ‐ ‐ an up-front portion consisting of 9,213 shares to be delivered in 2014, equivalent to €31 thousand; a deferred portion consisting of 6,142 shares to be delivered in 2016 (if the conditions to which the deferment is subject are met) equivalent to €21 thousand. In accordance with the vesting conditions hypothesised (profit and/or service) the cost of the scheme reported above is spread over the whole vesting period of the scheme, with the portion for the year inclusive of social security contributions recognised in the income statement, which for the reporting year amounted to €13 thousand. Furthermore, any change in the cost will only occur if the vesting requirements are not met because the conditions mentioned of the result for vesting set by the plan on the basis of which the number of shares that will actually be delivered is decided are not satisfied, while changes will not be based on changes in the fair value of the UBI shares. 286* Notes to the Separate Financial Statements PART L – Segment Reporting Information on segment reporting is given in the relative section of the Consolidated Financial Statements. 287* Notes to the Separate Financial Statements Attachments to the Annual Report List of real estate properties Convertible bonds List of significant equity investments held in unlisted companies Disclosures concerning the fees of the independent auditors (Art. 149 duodecies of the Consob Issuers’ Regulations) 288* Notes to the Separate Financial Statements List of real estate properties (amounts accurate to a euro cent) Location Owned/ Leased Investments Revaluations by law Revaluations by mergers Revaluations on F.T.A. Gross amounts Other changes Accum. Depr. Carrying amounts 1 ABBIATEGRASSO-MI-P.ZZA CAVOUR, 11 O 1,348,370.66 - - 149,323.41 1,497,694.07 - - 671,873.18 825,820.89 2 ALBANO SANT ALESSANDRO-BG-VIA CAVOUR, 2 O 517,017.94 540,939.12 - 125,049.29 1,183,006.35 - - 407,965.27 775,041.08 3 ALBINO-BG-VIA MAZZINI, 181 O 912,764.12 671,708.52 - 188,602.42 1,773,075.06 - - 463,996.90 1,309,078.16 4 ALME-BG-VIA TEOBALDO CALISSANO, 9 O 549,587.59 955,591.35 - 147,706.44 1,652,885.38 - - 444,037.69 1,208,847.69 536,101.16 5 ALMENNO SAN BARTOLOMEO-BG-VIA FALCONE, 2 L 549,177.01 - - 142,545.15 691,722.16 - - 155,621.00 6 ALMENNO SAN SALVATORE-BG-VIA MARCONI, 3 O 459,148.82 524,901.58 - 89,960.32 1,074,010.72 - - 602,863.19 471,147.53 7 ALZANO LOMBARDO-BG-P.ZZA GARIBALDI, 3 O 1,080,468.91 780,530.73 - 264,470.20 2,125,469.84 - - 725,187.14 1,400,282.70 8 ALZANO LOMBARDO-BG-VIA EUROPA, 67 O 20,382.05 - - 281,932.63 302,314.68 - - 76,793.11 225,521.57 9 ANGERA-VA-VIA M. GREPPI, 33 O 166,386.85 444,930.52 - 175,948.70 787,266.07 - - 329,076.45 458,189.62 10 ARCENE-BG-CORSO EUROPA, 7 O 544,716.17 507,105.34 - 86,447.03 1,138,268.54 - - 686,898.64 451,369.90 11 ARCORE-MI-VIA CASATI, 45 O 977,807.23 242,785.55 - 176,942.62 1,397,535.40 - - 738,892.18 658,643.22 12 ARDESIO-BG-VIA LOCATELLI, 8 O 145,284.01 633,300.47 - 126,889.62 905,474.10 - - 604,185.23 301,288.87 13 ARLUNO-MI-VIA PIAVE, 5 O 1,260,946.93 - - - 479,342.67 781,604.26 - - 154,841.89 626,762.37 14 ASSAGO-MI-VIALE MILANOFIORI O 9,917,653.29 370,406.90 - - 2,169,504.33 8,118,555.86 - - 3,065,626.48 5,052,929.38 15 AZZANO SAN PAOLO-BG-PIAZZA IV NOVEMBRE, 4 O 383,348.91 720,230.46 - 137,908.63 1,241,488.00 - - 732,322.59 509,165.41 16 AZZATE-VA-VIA V.VENETO, 23 O 950,916.00 181,771.24 495,054.37 201,911.04 1,829,652.65 - - 739,410.92 1,090,241.73 245,169.81 17 BAGNOLO SAN VITO-VIA DI VITTORIO, 35 O 131,968.60 372,581.85 121,159.50 82,796.84 708,506.79 - - 463,336.98 18 BERBENNO-VIA ANTONIO STOPPANI, 102 O 756,979.09 - - - 756,979.09 - - 45,218.77 711,760.32 19 BERGAMO-BORGO PALAZZO, 51 O 1,121,597.00 1,191,955.96 - 181,657.06 2,495,210.02 - - 950,389.62 1,544,820.40 20 BERGAMO-P.LE RISORGIMENTO, 15 O 1,053,420.36 574,958.09 - 16,438.02 1,644,816.47 - - 725,421.31 919,395.16 21 BERGAMO-P.ZZA PONTIDA, 36/42 O 2,259,854.24 789,282.49 - 75,595.51 3,124,732.24 - - 1,289,618.70 1,835,113.54 22 BERGAMO-PIAZZA VITTORIO -VENETO, 8 O 33,903,388.29 85,664,910.69 294,388.88 2,511,566.91 122,374,254.77 - - 46,276,067.49 76,098,187.28 23 BERGAMO-VIA BORGO PALAZZO, 135 O 3,350,015.99 1,643,531.56 - 175,577.89 5,169,125.44 - - 2,748,244.13 2,420,881.31 24 BERGAMO-VIA BORGO S.CATERINA, 6 O 921,346.04 693,858.54 - 86,848.23 1,702,052.81 - - 511,442.45 1,190,610.36 25 BERGAMO-VIA D.L.PALAZZOLO 71 O 21,978,305.16 24,996,012.57 701,397.15 1,707,839.02 49,383,553.90 - - 24,405,286.97 24,978,266.93 26 BERGAMO-VIA F.LLI CALVI, 9 O 16,163,671.59 4,232,571.42 1,061,498.67 19,357,819.67 - - 5,717,393.06 13,640,426.61 27 BERGAMO-VIA GOMBITO, 2/C O 137,366.80 1,059,591.45 - 89,643.09 1,286,601.34 - - 536,161.05 750,440.29 28 BERGAMO-VIA LEONE XIII, 2 O 28,537.26 448,491.84 - 43,188.08 520,217.18 - - 372,431.53 147,785.65 29 BERGAMO-VIA LOCATELLI, 37 O 5,640.00 - - - 5,640.00 - - 256.62 5,383.38 30 BERGAMO-VIA MATTIOLI, 69 O 608,963.45 628,076.80 - 57,693.81 1,294,734.06 - - 410,374.72 884,359.34 31 BERGAMO-VIA SAN BERNARDINO,96 O 1,955,066.74 1,221,161.76 - 30,955.49 3,207,183.99 - - 1,666,206.17 1,540,977.82 32 BERGAMO-VIA TIRABOSCHI, 57 O 4,560.00 - - - 4,560.00 - - 191.52 4,368.48 33 BESOZZO-VIA XXV APRILE, 24 O 137,252.44 694,784.05 - 364,080.01 1,196,116.50 - - 483,225.12 712,891.38 34 BESOZZO-VIA XXV APRILE, 77 O 197,120.72 349,551.60 324,324.01 111,233.86 982,230.19 - - 619,025.00 363,205.19 35 BIELLA-VIA SAURO, 2 O 652,786.99 662,729.30 189,245.32 1,188,387.85 - - 450,288.80 738,099.05 36 BISUSCHIO-VIA MAZZINI, 28 O 171,346.39 258,221.79 78,995.63 508,563.81 - - 184,198.75 324,365.06 37 BOLOGNA-VIA REPUBBLICA, 29 O 840,896.42 21,118.32 175,892.65 686,122.09 - - 140,087.71 546,034.38 38 BOLTIERE-PIAZZA IV NOVEMBRE, 14 O 287,605.68 158,268.69 - 82,590.04 528,464.41 - - 116,565.06 411,899.35 39 BREMBILLA-VIA LIBERTA', 25 O 648,972.22 361,575.07 - 58,264.25 1,068,811.54 - - 973,823.75 94,987.79 40 BRESCIA-VIA BREDINA, 2 O 2,685.58 463,764.42 - - 466,450.00 85,924.78 - 65,368.90 487,005.88 41 BRESCIA-VIA CEFALONIA, 62 O 13,460,655.46 32,789,671.20 - - 46,250,326.66 10,951,720.75 - 16,602,604.79 40,599,442.62 42 BRESCIA-VIA CIPRO, 54 O 6,337,858.65 - - - 6,337,858.65 - - 2,805,921.86 3,531,936.79 43 BRESCIA-VIA CODIGNOLE O 3,916,229.23 - - - 3,916,229.23 - - 1,620,855.35 2,295,373.88 44 BRESCIA-VIA CROCIFISSA ROSA, 1 O 7,117.05 - - 1,572,178.80 1,579,295.85 - - 392,737.80 1,186,558.05 45 BRESCIA-VIA FARFENGO, 65 O 2,369.50 - - 710,185.73 712,555.23 - - 223,805.99 488,749.24 46 BRESCIA-VIA GABRIELE ROSA, 71 O 154.94 468,576.65 - - 468,731.59 212,333.37 - 147,934.16 533,130.80 47 BRESCIA-VIA GRAMSCI, 39 O 3,063,806.23 11,030,406.06 570,801.35 92,247.11 14,757,260.75 - - 8,363,907.62 6,393,353.13 23,075.33 - 62,116.88 - - 48 BRESCIA-VIA SOLDINI, 25 O 41,987.95 1,401,996.05 - - 1,443,984.00 855,912.55 - 707,851.82 1,592,044.73 49 BRESCIA-VIA TRENTO, 5/7 O 797,240.86 6,950,467.87 - - 7,747,708.73 91,474.06 - 3,034,196.14 4,804,986.65 50 BRESCIA-VIA VITTORIO EMANUELE, 60 O 1,370,137.16 91,200.25 - 35,262.39 1,496,599.80 - - 392,297.11 1,104,302.69 51 BRIGNANO GERA D ADDA-PIAZZA MONSIGNOR DONINI, 1 O 621,767.52 604,977.47 - 220,865.61 1,447,610.60 - - 667,384.24 780,226.36 52 BULCIAGO-VIA DON DAVIDE CANALI, 33/35 O 63,891.84 456,650.05 - 70,450.65 590,992.54 - - 221,525.71 369,466.83 53 BUSTO ARSIZIO-P.ZZA S.GIOVANNI, 3/A O 3,364,165.32 5,333,880.25 1,364,348.30 808,210.12 10,870,603.99 - - 4,397,471.96 6,473,132.03 54 BUSTO ARSIZIO-VIA FOSCOLO, 10 O 2,116,377.81 703,886.44 1,586,788.18 55 BUSTO ARSIZIO-VIA MAGENTA, 64 O 640,220.64 321,366.12 56 BUSTO ARSIZIO-VIALE CADORNA, 4 O 2,228,244.91 775,192.51 - 225,707.16 3,045,971.41 - 273,859.89 - 1,185,323.34 143,461.10 856,854.40 - - 377,336.52 479,517.88 - 196,879.35 3,200,316.77 - - 1,542,194.70 1,658,122.07 38,728.74 - 57 CAIRATE-VA-VIA MAZZINI, 13 O 142,562.37 244,680.85 316,367.18 102,490.01 806,100.41 - - 501,310.96 304,789.45 58 CALCIO-BG-VIA P. GIOVANNI XXIII, 153 O 529,561.96 187,376.66 - 80,100.81 797,039.43 - - 346,863.69 450,175.74 289* Notes to the Separate Financial Statements (contd.) Location Owned/ Leased Investments Revaluations by law Revaluations by mergers 59 CALOLZIOCORTE-LC-P.ZZA V.VENETO, 18/A O 1,127,737.41 353,193.48 - - 60 CALUSCO D ADDA-BG-VIA V. EMANUELE, 35 O 584,456.68 452,869.26 61 CANNOBIO-VB-VIA UMBERTO I, 2 O 112,620.89 62 CANTELLO-VA-VIA TURCONI, 1 O 63 CARAVAGGIO-BG-PIAZZA GARIBALDI, 1 O Revaluations on F.T.A. Gross amounts Other changes Accum. Depr. Carrying amounts 309,382.40 1,171,548.49 - - 372,117.50 799,430.99 - 94.71 1,037,420.65 - - 367,977.92 669,442.73 241,425.16 - 391,415.07 745,461.12 - - 338,893.36 406,567.76 789,611.84 272,664.26 - 95,806.50 1,158,082.60 - 275,425.14 - 438,766.86 443,890.60 672,002.20 1,093,316.87 - 178,274.08 1,943,593.15 - - 1,407,483.52 536,109.63 64 CARDANO AL CAMPO-VA-VIA G. DA CARDANO, 19 O 498,905.46 118,232.07 684,246.62 177,995.50 1,479,379.65 - - 588,761.36 890,618.29 65 CARONNO PERTUSELLA-VA-VIA ROMA, 190 O 1,094,866.17 248,746.12 495,118.52 273,819.79 2,112,550.60 - - 756,175.19 1,356,375.41 66 CARVICO-BG-VIA EUROPA UNITA , 3 O 1,108,279.50 521,112.70 - 115,687.56 1,745,079.76 - - 837,387.03 907,692.73 67 CASAZZA-BG-STR.NAZ.DEL TONALE,92 O 235,154.76 666,007.04 - 112,689.37 1,013,851.17 - - 914,851.60 98,999.57 68 CASORATE SEMPIONE-VA-VIA MILANO, 17 O 619,750.32 150,867.79 66,688.21 123,011.05 960,317.37 - - 432,819.89 527,497.48 968,542.83 69 CASSANO D ADDA-MI-VIA MILANO, 14 O 1,259,734.57 1,083,226.98 - 398,243.13 2,741,204.68 - - 1,772,661.85 70 CASSINA DE PECCHI-MI-VIA CARDUCCI, 74 O 3,873.43 6,774.52 - 3,397.03 14,044.98 - - 10,797.31 3,247.67 71 CASSINA DE PECCHI-MI-VIA MATTEOTTI, 2/4 O 799,800.49 587,516.32 - 5,038.89 1,392,355.70 - - 499,840.84 892,514.86 72 CASTEL MELLA-BS-VIA QUINZANO, 80/A O 660,764.26 - - 172,730.44 833,494.70 - - 232,081.92 601,412.78 73 CASTIONE DELLA PRESOLANA-BG-VIA MANZONI, 20 O 79,418.46 365,664.10 - 67,983.08 513,065.64 - - 457,757.00 55,308.64 74 CASTRONNO-VA-VIA ROMA, 51 O 454,577.31 801,314.36 - 334,085.29 1,589,976.96 - - 923,257.77 666,719.19 75 CENE-BG-VIA V.VENETO, 9 O 231,970.33 737,520.91 - 159,197.12 1,128,688.36 - - 688,508.30 440,180.06 76 CERMENATE-CO-VIA MATTEOTTI, 28 O 1,482,116.60 1,138,872.31 - 312,228.24 2,933,217.15 - - 1,547,298.57 1,385,918.58 77 CESANO MADERNO-MI-VIA CONCILIAZIONE, 28 O 813,616.21 91,949.55 - - 294,942.43 610,623.33 - - 126,704.47 483,918.86 78 CHIARI-BS-VIA BETTOLINI, 6 O 1,266,771.26 1,885,202.58 - 490,849.50 3,642,823.34 - - 1,321,797.41 2,321,025.93 79 CHIUDUNO-BG-VIA C.BATTISTI, 1 O 360,882.78 519,549.12 - 175,302.89 1,055,734.79 - 137,242.00 - 292,911.00 625,581.79 80 CINISELLO BALSAMO-MI-VIA LIBERTA', 68 O 445,533.64 35,806.58 - 33,290.05 514,630.27 - - 109,444.39 405,185.88 81 CISANO BERGAMASCO-BG-VIA PASCOLI, 1 O 200,764.42 1,124,656.71 - 192,632.03 1,518,053.16 - - 1,146,025.61 372,027.55 82 CISERANO-BG-CORSO EUROPA, 17 O 423,540.94 861,183.93 83 CISLAGO-VA-VIA IV NOVEMBRE, 250 O 794,801.88 28,545.63 84 CITTIGLIO-VA-VIA VALCUVIA, 19 O 175,448.37 501,776.79 85 CLUSONE-BG-VIA VERDI, 3 O 812,026.26 86 CODOGNO-LO-VIA VITTORIO EMANUELE, 35 O 87 COLERE-BG-VIA GIOVANNI XXIII, 33 O 88 COMERIO-VA-VIA AL LAGO, 2 O - 185,339.67 1,470,064.54 - - 666,664.57 803,399.97 187,600.37 1,136,569.84 - - 369,859.06 766,710.78 - 119,189.29 796,414.45 - - 412,919.36 383,495.09 1,271,882.54 - 256,029.95 2,339,938.75 - - 1,831,058.96 508,879.79 603,971.83 1,514,031.18 - 479,316.49 2,597,319.50 - - 1,670,199.02 927,120.48 23,218.93 210,357.59 - 40,918.81 274,495.33 - - 219,065.66 55,429.67 1,243,671.64 675,712.57 - 229,671.70 2,149,055.91 - - 1,123,096.68 1,025,959.23 - 320,220.71 1,078,444.35 - - 310,203.15 768,241.20 - - 247,088.45 2,659,840.04 - - 1,644,212.12 1,015,627.92 4,557,310.33 500,822.70 - 89 COMO-CO-VIA ALDO MORO, 46/48 O 758,223.64 - 90 COMO-CO-VIA CATTANEO, 3 O 465,143.48 2,441,785.01 91 COMO-CO-VIA GIOVIO, 4 O 2,125,457.49 5,116,802.76 775,298.65 863,028.37 8,880,587.27 - - 4,323,276.94 92 COMUN NUOVO-BG-VIA C.BATTISTI, 3 O 182,746.11 47,517.62 - 36,807.08 267,070.81 - - 88,198.23 178,872.58 93 CONCESIO-BS-VIALE EUROPA, 183 O 1,995,092.87 582,587.76 - 289,026.46 2,866,707.09 - - 1,797,955.93 1,068,751.16 94 CORNAREDO-MI-PIAZZA LIBERTA', 62 O 856,302.43 17,667.41 - - 375,797.67 498,172.17 - - 110,732.12 387,440.05 95 CORNATE D ADDA-MI-VIA CIRCONVALLAZIONE, 12 O 362,726.51 109,589.60 - - 9,234.77 463,081.34 - - 199,567.32 263,514.02 96 CORSICO-MI-VIA LIBERAZIONE, 26/28 O 959,229.16 73,217.47 - 97,630.25 1,130,076.88 - - 356,978.58 773,098.30 97 COSSATO-BI-VIA PAJETTA O 58,454.65 179,362.97 - 53,640.83 291,458.45 - - 73,692.82 217,765.63 98 COSTA VOLPINO-BG-VIA NAZIONALE, 150 O 266,835.41 997,084.61 - 191,717.85 1,455,637.87 - - 877,122.11 578,515.76 99 CREMONA-CR-VIA GIORDANO, 9/21 O 715,645.83 33,603.51 - 234,382.24 983,631.58 - - 301,780.27 681,851.31 100 CUNARDO-VA-VIA LUINESE, 1 O 1,019,742.55 376,413.10 - 299,283.76 1,695,439.41 - - 979,781.52 715,657.89 101 CURNO-BG-LARGO VITTORIA, 31 O 797,649.45 85,343.51 - 63,323.21 946,316.17 - - 250,299.15 696,017.02 102 CUVEGLIO-VA-VIA BATTAGLIA SAN MARTINO, 50 O 810,197.92 618,677.66 191,881.54 1,236,994.04 - - 778,417.33 458,576.71 103 CUVIO-VA-VIA MAGGI, 20 O 342,956.37 18,785.28 249,427.23 43,584.53 654,753.41 - - 252,045.96 402,707.45 104 DALMINE-BG-VIA BUTTARO N.2 O 2,398,327.05 1,211,238.38 - 252,983.38 3,862,548.81 - - 1,554,233.35 2,308,315.46 - - 105 DARFO BOARIO TERME-BS-PIAZZA LORENZINI, 6 O 626,383.13 1,038,400.90 - 169,024.72 1,833,808.75 - - 1,630,941.10 202,867.65 106 DESIO-MI-VIA MATTEOTTI, 10 O 3,950,832.89 408,994.01 - 409,845.70 4,769,672.60 - - 2,073,344.06 2,696,328.54 107 ERBA-CO-VIA LEOPARDI, 7/E O 1,483,898.86 186,267.51 - 219,792.83 1,889,959.20 - - 852,626.28 1,037,332.92 108 FAGNANO OLONA-VA-PIAZZA CAVOUR, 11 O 129,505.30 222,872.16 757,263.46 121,805.53 1,231,446.45 - - 982,805.03 248,641.42 109 FERNO-VA-PIAZZA DANTE, 7 O 1,756,904.10 230,927.71 92,520.46 67,171.24 2,147,523.51 - 760,879.63 - 725,290.72 661,353.16 110 FONTANELLA-BG-VIA CAVOUR, 156 O 2,101.90 - - 502,170.54 504,272.44 - - 174,672.69 329,599.75 111 FORMIGINE-MO-VIA GIARDINI SUD, 22 O 1,874,321.37 - - - 1,874,321.37 - - 43,312.24 1,831,009.13 112 GALLARATE-VA-VIA MANZONI N. 12 O 2,619,953.52 1,645,212.28 1,342,766.34 528,620.53 6,136,552.67 - - 2,372,481.29 3,764,071.38 113 GALLARATE-VA-VIA MARSALA, 34 O 422,744.00 59,140.47 19,507.33 86,736.48 588,128.28 - - 286,766.96 301,361.32 114 GALLARATE-VA-VIA VARESE, 7A O 342,012.52 97,202.49 298,506.02 115,441.18 853,162.21 - - 287,849.12 565,313.09 115 GANDINO-BG-VIA BATTISTI, 5 O 821,455.12 885,805.14 - 242,201.51 1,949,461.77 - - 1,203,232.85 746,228.92 116 GARBAGNATE MILANESE-MI-VIA J. F. KENNEDY, 3 O 1,369,074.76 - - - 1,369,074.76 - - 110,299.66 1,258,775.10 117 GAVIRATE-VA-P.ZZA LIBERTA' O 300,612.42 1,411,845.75 989,682.45 293,983.71 2,996,124.33 - - 1,402,873.80 1,593,250.53 290* Notes to the Separate Financial Statements (contd.) Location Owned/ Leased Investments Revaluations by law Revaluations by mergers Revaluations on F.T.A. Gross amounts Other changes Accum. Depr. Carrying amounts 118 GAZZADA SCHIANNO-VA-VIA ROMA, 47/B O 832,764.66 719,147.70 178,009.15 309,902.21 2,039,823.72 - - 1,097,907.37 119 GAZZANIGA-BG-VIA MARCONI, 14 O 820,947.13 451,394.50 435,364.90 156,404.94 1,864,111.47 - - 1,733,795.10 130,316.37 120 GENOVA-GE-VIA FIESCHI, 11 O 1,994,025.48 4,261,950.88 423,268.23 5,832,708.13 - - 2,911,394.43 2,921,313.70 121 GENOVA-GE-VIA MERANO, 1/A NERO O 204,552.92 341,265.06 - 97,097.39 642,915.37 - - 111,367.05 531,548.32 122 GORGONZOLA-MI-PIAZZA CAGNOLA -VICOLO CORRIDONI O 1,453,314.91 - - - 1,453,314.91 - - 127,405.10 1,325,909.81 123 GORLA MAGGIORE-VA-VIA G.VERDI, 2 O 1,537,138.82 - - - 309,773.26 1,227,365.56 - - 348,807.17 878,558.39 124 GORLAGO-BG-PIAZZA GREGIS, 12 O 295,042.75 456,798.52 - 114,232.45 866,073.72 - - 317,072.05 549,001.67 125 GRASSOBBIO-BG-VIALE EUROPA, 8/B O 40,681.09 281,919.10 - 69,128.64 391,728.83 - - 106,858.32 284,870.51 126 GRUMELLO DEL MONTE-BG-VIA MARTIRI D. LIB.14 O 261,723.81 923,153.28 - 195,143.44 1,380,020.53 - - 557,938.66 822,081.87 127 INDUNO OLONA-VA-VIA PORRO, 46 O 13,093.80 672,530.58 99,900.50 103,501.46 889,026.34 - - 467,284.13 421,742.21 128 ISPRA-VA-VIA MAZZINI, 5 O 595,811.07 185,352.30 394,460.51 89,054.07 1,264,677.95 - - 629,610.65 635,067.30 129 JERAGO CON ORAGO-VA-VIA MATTEOTTI, 15 O 1,806,065.06 - - - 186,206.36 - 90,993.89 1,528,864.81 130 LAINATE-MI-VIA GARZOLI, 17/19 O 213,013.71 729,733.26 - 93,378.46 1,036,125.43 - - 459,494.31 576,631.12 131 LAVENA PONTE TRESA-VA-PIAZZA GRAMSCI, 8 O 479,992.49 686,229.36 - 243,450.02 1,409,671.87 - - 1,225,630.63 184,041.24 132 LAVENO-MOMBELLO-VA-VIA LABIENA, 51/53 O 214,094.93 359,912.42 335,418.52 133 LECCO-LC-CORSO MATTEOTTI, 3 O 6,206,082.91 4,274,614.11 - - - - 1,806,065.06 - 941,916.35 116,849.91 1,026,275.78 - - 600,861.50 425,414.28 2,777,915.51 7,702,781.51 - - 3,338,028.68 4,364,752.83 134 LEFFE-BG-VIA G. MOSCONI, 1 O 842,808.10 1,218,140.03 - 229,772.41 2,290,720.54 - - 995,574.80 1,295,145.74 135 LEGGIUNO-VA-VIA BERNARDONI, 9 O 113,091.98 382,146.88 - 144,671.95 639,910.81 - - 492,192.51 147,718.30 136 LEGNANO-MI-VIA TOSELLI, 68 O 49,184.24 6,097.36 - 9,805.63 65,087.23 - - 19,325.91 45,761.32 137 LEGNANO-MI-VIA TOSELLI, 74 O 1,547,863.61 - 92,504.76 173,656.45 1,814,024.82 - - 727,745.98 1,086,278.84 138 LODI-LO-VIA DALMAZIA O 14,107.33 11,551.50 2,658.05 23,000.78 - - 6,554.33 16,446.45 139 LODI-LO-VIA INCORONATA, 12 O 657,248.12 2,503,863.52 - 704,483.27 3,865,594.91 - - 1,191,641.51 2,673,953.40 - - 140 LONATE POZZOLO-VA-PIAZZA MAZZINI, 2 O 580,176.48 102,307.16 331,453.68 122,877.00 1,136,814.32 - - 418,480.91 718,333.41 141 LOVERE-BG-VIA TADINI, 30 O 703,360.10 873,401.42 - 269,282.57 1,846,044.09 - - 1,017,893.91 828,150.18 142 LUINO-VA-VIA PIERO CHIARA, 7/9 O 694,194.68 1,561,186.53 209,525.88 132,928.82 2,597,835.91 - - 1,145,988.79 1,451,847.12 143 LUINO-VA-VIA V.VENETO, 6/A-B O 667,026.97 6,827,496.32 - 699,267.74 8,193,791.03 - - 5,490,576.26 2,703,214.77 144 LURATE CACCIVIO-CO-VIA VARESINA, 88 O 354,367.67 427,340.22 - 169,535.24 951,243.13 - - 380,553.75 570,689.38 145 MADONE-BG-VIA PAPA GIOVANNI XXIII, 44 O 517,290.07 782,374.32 - 133,981.12 1,433,645.51 - - 780,960.22 652,685.29 146 MALNATE-VA-P.ZZA REPUBBLICA / ANG. VIA GARIBALDI L 2,091,900.94 - - - 187,665.92 - 199,420.68 1,704,814.34 147 MANERBIO-BS-VIA D.ALIGHIERI, 5 O 922,839.19 1,258,583.13 - 276,298.29 2,457,720.61 - - 1,517,565.03 940,155.58 148 MARCHIROLO-VA-PIAZZA BORASIO, 12 O 189,792.52 155,883.17 - 52,498.93 398,174.62 - - 185,542.32 212,632.30 149 MARIANO COMENSE-CO-CORSO BRIANZA, 20 O 343,167.69 168,668.17 94,789.87 109,942.77 716,568.50 - - 281,010.07 435,558.43 150 MARNATE-VA-VIA DIAZ ANGOLO VIA GENOVA O 541,275.04 481,053.04 476,251.61 231,863.71 1,730,443.40 - - 656,548.98 1,073,894.42 151 MARTINENGO-BG-VIA PINETTI, 20 O 757,998.73 409,405.14 - 221,210.88 1,388,614.75 - - 417,953.95 970,660.80 152 MILANO - P.ZZA TOMMASEO O 70,128.45 - - - 70,128.45 - - 26,710.29 43,418.16 153 MILANO-MI-CORSO ITALIA, 20-22 O 4,359,275.73 9,549,009.54 2,756,830.82 11,175,727.92 - - 2,975,056.08 8,200,671.84 154 MILANO-MI-P.LE ZAVATTARI, 12 L 29,956,377.91 - 155 MILANO-MI-P.ZZA 5 GIORNATE, 1 O 1,831,351.82 2,752,151.53 156 MILANO-MI-P.ZZA TOMMASEO O - - - 157 MILANO-MI-PIAZZA PIOLA, 8 O 822,473.03 - - 1,446,378.73 - 158 MILANO-MI-VIA BIONDI, 1 O 513,505.96 306,102.04 159 MILANO-MI-VIA BOCCACCIO, 2 O 3,477,617.89 10,309,603.00 160 MILANO-MI-VIA BOCCHETTO, 13/15 O 619,700.52 161 MILANO-MI-VIA BORGOGNA, 2/4 O 1,207,723.22 24,273.47 - - 2,091,900.94 - - 29,956,377.91 - - 1,510,553.10 28,445,824.81 1,054,390.58 3,529,112.77 - - 958,156.55 2,570,956.22 57,699.20 57,699.20 - - 6,883.62 50,815.58 219,305.77 603,167.26 - - 96,858.58 506,308.68 117,038.27 2,148,948.46 82,710.40 - 571,148.87 1,660,509.99 - 6,443,734.30 20,230,955.19 - - 2,922,354.49 17,308,600.70 5,932,491.44 - - 2,206,788.22 4,345,403.74 - - 706,636.74 3,638,767.00 5,160,001.56 - 1,139,105.37 7,506,830.15 - - 1,624,049.08 5,882,781.07 162 MILANO-MI-VIA BUONARROTI, 22 O 2,732,186.32 7,621,838.92 23,105.47 10,377,130.71 - - 3,770,462.78 6,606,667.93 163 MILANO-MI-VIA CIRO MENOTTI, 21 O 345,373.51 1,260,180.31 1,248,828.77 - - 649,000.47 2,205,382.12 - - 584,120.09 1,621,262.03 164 MILANO-MI-VIA DELLA MOSCOVA, 38 O 814.79 773,378.70 - - 164,604.51 609,588.98 - - 109,861.01 499,727.97 165 MILANO-MI-VIA DELLA MOSCOVA, 40/1 O 744,949.97 - - 446,501.39 1,191,451.36 - - 137,255.27 1,054,196.09 166 MILANO-MI-VIA F. LONDONIO, 29 O 9,165.68 23,927.53 - - 33,093.21 23,346.33 - 5,131.91 51,307.63 167 MILANO-MI-VIA G.B. GRASSI, 89 O 1,335,715.77 1,003,435.40 - 357,837.60 2,696,988.77 - - 1,222,576.49 1,474,412.28 168 MILANO-MI-VIA LOVANIO, 5/A O 1,041,947.88 1,104,882.62 - 25,364.28 2,172,194.78 - - 248,293.64 1,923,901.14 169 MILANO-MI-VIA MANZONI, 7 O 18,244,046.86 7,663,576.59 16,408,125.98 2,768,353.06 45,084,102.49 - - 5,404,678.71 39,679,423.78 1,937,670.31 170 MILANO-MI-VIA MONTE SANTO, 2 O 433,495.98 1,348,271.97 - 155,902.36 171 MILANO-MI-VIA PADOVA, 97 O 1,475,906.60 - - 737.27 - - 175,905.04 1,761,765.27 139,144.03 - 255,287.09 172 MILANO-MI-VIA ROSELLINI, 2 O 899,366.97 1,457,082.17 - 577,230.31 1,082,212.75 2,933,679.45 - - 927,861.00 173 MILANO-MI-VIA SAFFI, 6/5 ANG. VIA MONTI O 5,245,633.96 94,749.53 2,005,818.45 44,947.36 5,295,436.13 - - 837,631.74 4,457,804.39 174 MILANO-MI-VIA SECCHI, 2 O 2,255,375.98 166,836.60 175 MILANO-MI-VIA STARO, 1 O 130,223.14 325,338.70 - 750,318.11 3,172,530.69 - - 666,797.68 2,505,733.01 - - 455,561.84 78,550.03 - 180,450.53 353,661.34 - - 291* 1,476,643.87 - Notes to the Separate Financial Statements (contd.) Location Owned/ Leased Investments Revaluations by law 176 MILANO-MI-ZURETTI, 1 O 5,637.45 100,385.65 177 MONCALIERI-TO-STRADA VILLASTELLONE, 2 O 727,294.60 55,323.18 178 MONZA-MI-PIAZZA GIUSEPPE CAMBIAGHI, 1 O 3,001,925.00 - 179 MONZA-MI-VIA BORGAZZI, 83 O 4,821,985.97 3,588,165.85 Revaluations by mergers - Revaluations on F.T.A. Gross amounts Other changes Accum. Depr. Carrying amounts - 106,023.10 42,316.65 - 34,718.22 113,621.53 226,056.58 - 151,256.26 857,418.10 - - 359,940.31 497,477.79 - - 924,667.17 2,077,257.83 - - 411,812.36 1,665,445.47 - 220,444.43 8,630,596.25 - - 4,081,940.92 4,548,655.33 180 MORNAGO-VA-VIA CELLINI - ANGOLO VIA CARUGO O 126,637.16 192,786.22 434,080.23 99,704.06 853,207.67 - - 603,250.62 249,957.05 181 NAPOLI-NA-VIA SANTA BRIGIDA, 62/63 L 1,860,332.93 - - 69,102.26 1,929,435.19 - - 250,157.05 1,679,278.14 182 NEMBRO-BG-PIAZZA DELLA LIBERTA' O 2,134,739.10 4,450.27 - 331,939.46 2,471,128.83 - - 1,089,293.31 1,381,835.52 183 NOVA MILANESE-MI-VIA BRODOLINI, 1 O 966,654.63 500,577.80 730,980.88 527,419.10 2,725,632.41 - - 797,178.51 1,928,453.90 184 NOVARA-NO-CORSO DELLA VITTORIA, 1 O 2,216,624.18 688,842.81 - - 295,255.54 2,610,211.45 - - 1,027,018.53 1,583,192.92 185 NOVARA-NO-LARGO DON MINZONI, 1 O 3,194,684.75 93,250.95 152,046.45 - 203,461.37 3,236,520.78 - - 1,041,587.99 2,194,932.79 186 NOVARA-NO-VIA SOLFERINO O 173,529.51 23,971.12 - - 66,836.42 130,664.21 - - 40,217.26 90,446.95 187 OLGIATE OLONA-VA-VIA MAZZINI, 54/56 O 325,724.31 236,897.41 206,371.83 - 69,769.81 699,223.74 - - 272,948.30 426,275.44 327,687.19 188 ORIGGIO-VA-VIA REPUBBLICA 10 O 447,740.98 47,520.35 - 71,405.65 566,666.98 - - 238,979.79 189 ORZINUOVI-BS-P.ZA V.EMANUELE, 31/33 O 681,328.53 307,827.14 - 111,612.08 1,100,767.75 - - 347,209.28 753,558.47 190 OSIO SOTTO-BG-VIA CAVOUR, 2 O 788,885.09 755,038.69 - 266,698.76 1,810,622.54 - - 724,554.98 1,086,067.56 191 OSPITALETTO-BS-VIA M.D.LIBERTA', 27 O 2,085,732.69 768,771.35 - 326,047.27 3,180,551.31 - - 1,792,475.08 1,388,076.23 192 PALADINA-BG-VIA IV NOVEMBRE, 13 O 331,135.18 408,403.74 - 73,903.02 813,441.94 - - 565,176.20 248,265.74 193 PALAZZOLO SULL OGLIO-BS-PIAZZA ROMA, 1 O 350,073.67 1,388,091.49 - 180,356.07 1,918,521.23 - - 911,599.46 1,006,921.77 194 PAVIA-PV-PIAZZA DUOMO, 1 O 446,217.06 588,387.60 - 553,293.40 1,587,898.06 - - 551,390.75 1,036,507.31 195 PAVIA-PV-VIA MONTEBELLO DELLA BATTAGLIA, 2 O 444,869.33 955,931.86 - 1,038,088.80 2,438,889.99 - - 1,427,193.02 1,011,696.97 196 PERUGIA-PG-VIA DEI FILOSOFI, 36 O 151,589.80 148,860.67 - 6,965.21 307,415.68 - - 55,133.85 252,281.83 197 PIACENZA-PC-VIA VERDI, 48 O 3,550,621.14 1,730,724.78 - 649,858.93 5,931,204.85 - - 2,924,997.39 3,006,207.46 198 PIAZZA BREMBANA-BG-VIA BELOTTI, 10 O 333,259.42 241,400.70 - 75,771.40 650,431.52 - - 396,383.00 254,048.52 199 POGGIO RUSCO-MN-VIA TRENTO E TRIESTE, 9 O 1,772,102.39 1,314,622.43 1,070,389.61 384,094.82 4,541,209.25 - - 2,045,614.06 2,495,595.19 200 PONTE NOSSA-BG-VIA G. FRUA, 24 O 680,063.69 393,984.57 - 132,516.89 1,206,565.15 - - 773,269.77 433,295.38 201 PONTE SAN PIETRO-BG-P.ZZA SS.PIETRO E PAOLO, 19 O 1,405,541.59 1,561,117.33 - 345,879.38 3,312,538.30 - - 1,752,808.61 1,559,729.69 202 PONTERANICA-BG-VIA PONTESECCO, 32 O 340,825.91 319,110.88 - 100,488.64 760,425.43 - - 255,039.08 505,386.35 203 PONTIDA-BG-VIA LEGA LOMBARDA, 161 O 701,416.00 - - - 701,416.00 - - 66,254.51 635,161.49 204 PORTO CERESIO-VA-VIA ROMA, 2 O 1,014,941.17 161,518.28 - 180,677.11 1,357,136.56 - 606,844.35 - 158,483.78 591,808.43 205 RANICA-BG-PIAZZA EUROPA, 2 O 79,928.46 726,162.49 - 126,700.02 932,790.97 - - 666,705.60 266,085.37 206 RAPALLO-GE-VIA DIAZ, 6 O 45,351.56 522,555.39 - 135,054.40 702,961.35 - - 138,336.39 564,624.96 207 REZZATO-BS-VIA EUROPA, 5 O 58,757.17 572,633.99 - 139,925.69 771,316.85 - - 211,803.02 559,513.83 208 ROMANO DI LOMBARDIA-BG-VIA TADINI, 2 O 666,927.28 573,922.63 - 192,184.07 1,433,033.98 - - 494,917.69 938,116.29 209 ROMA-RM-CORSO VITTORIO EMANUELE, 25/27 O 1,542,739.99 1,914,853.11 - - 378,063.56 3,079,529.54 - - 618,978.09 2,460,551.45 210 ROMA-RM-VIA DEI CROCIFERI, 44 O 11,998,663.69 18,111,353.67 31,351,555.17 211 ROMA-RM-VIALE DELLE PROVINCIE, 34/36 O 1,391,883.25 - 212 ROSASCO-PV-VIA ROMA, 4 O 42,352.68 293,806.91 - 3,862,345.24 33,972,362.60 - - 2,620,807.43 - - 356,529.88 1,035,353.37 - - 90,051.73 945,301.64 - 467,297.63 803,457.22 - - 556,937.34 246,519.88 213 ROVELLASCA-CO-VIA VOLTA, 1 O 2,207.70 - - 638,358.20 640,565.90 - - 229,143.97 411,421.93 214 ROVETTA-BG-VIA TOSI, 13 O 828,169.69 443,574.39 - 76,516.13 1,348,260.21 - - 1,055,957.94 292,302.27 909,527.61 215 ROZZANO-MI-P.ZZA BERLINGUER, 6 O 874,314.34 - - 281,840.27 1,156,154.61 - - 246,627.00 216 ROZZANO-MI-VIALE LOMBARDIA, 17 L 838,689.82 - - - 334,236.66 504,453.16 - - 99,931.22 404,521.94 217 SAN GIOVANNI BIANCO-BG-V MARTIRI DI CANTIGLIO, 19 O 159,471.15 541,085.49 - 125,156.92 825,713.56 - - 322,199.94 503,513.62 218 SAN GIULIANO MILANESE-MI-VIA F.LLI CERVI, 31 O 687,797.88 - - - 286,795.29 401,002.59 - - 85,262.16 315,740.43 219 SAN LAZZARO DI SAVENA-BO-VIA EMILIA, 208 O 1,078,461.33 - - - 218,375.97 860,085.36 - - 176,003.11 684,082.25 220 SAN PAOLO-BS-VIA MAZZINI, 60 O 731,503.50 208,477.41 - 40,835.71 295,448.06 - 398,838.78 286,529.78 221 SAN PELLEGRINO TERME-BG-VIA SAN CARLO, 3 O 306,129.17 310,504.84 - 107,525.92 724,159.93 - - 243,766.92 480,393.01 222 SAN ZENO NAVIGLIO-BS-VIA TITO SPERI, 1 O 579,652.34 1,020,574.43 - 260,257.44 1,860,484.21 - - 1,140,625.45 719,858.76 404,090.61 980,816.62 - 223 SANT OMOBONO TERME-BG-VIA ALLE FONTI, 8 O 281,498.71 405,402.75 - 83,480.52 770,381.98 - - 366,291.37 224 SANTENA-TO-VIA CAVOUR, 43 O 605,388.24 194,215.54 110,053.06 27,222.83 936,879.67 - - 347,020.54 589,859.13 225 SARNICO-BG-PIAZZA UMBERTO I, 1 O 1,734,688.03 1,600,442.38 265,926.35 3,069,204.06 - - 927,806.14 2,141,397.92 226 SARONNO-VA-VIA PIETRO MICCA, 10 O 3,080,462.42 1,991,266.58 1,614,741.58 628,253.71 7,314,724.29 - - 3,115,922.75 4,198,801.54 227 SARONNO-VA-VICOLO DEL CALDO, 30 O 85,747.78 28,842.22 - 19,484.48 134,074.48 - - 41,778.17 92,296.31 228 SCANZOROSCIATE-BG-VIA ROMA, 27 O 797,137.29 448,290.73 - 254,181.55 1,499,609.57 - - 387,137.05 1,112,472.52 229 SCHILPARIO-BG-VIA TORRI, 8 O 138,116.82 208,828.19 - 46,931.33 393,876.34 - - 239,551.16 154,325.18 230 SERIATE-BG-VIALE ITALIA, 24 O 1,177,828.79 821,983.40 - 267,309.26 2,267,121.45 - - 804,738.00 1,462,383.45 - - 292* Notes to the Separate Financial Statements (contd.) Location Owned/ Leased Investments Revaluations by law Revaluations by mergers Revaluations on F.T.A. Gross amounts Other changes Accum. Depr. Carrying amounts 231 SESTO CALENDE-VA-V. XX SETTEMBRE,35/37 O 753,346.20 270,516.58 420,566.91 108,172.50 1,552,602.19 - - 671,683.02 880,919.17 232 SOLARO-MI-VIA MAZZINI, 66 O 54,878.25 - - 712,670.75 767,549.00 - - 165,772.62 601,776.38 233 SOLBIATE ARNO-VA-VIA A.AGNELLI, 7 O 683,021.85 528,794.06 227,093.53 190,498.99 1,629,408.43 - - 747,317.47 882,090.96 234 SONCINO-CR-VIA IV NOVEMBRE, 25 O 736,252.57 588,843.73 33,053.24 246,146.92 1,604,296.46 - - 718,329.21 885,967.25 235 SOVERE-BG-VIA BARONI, 5 O 71,367.17 249,196.76 - 49,531.64 370,095.57 - - 137,057.33 233,038.24 236 SPIRANO-BG-VIA DANTE ALIGHIERI O 755,239.07 716,704.44 - 212,846.87 1,684,790.38 - - 874,281.95 810,508.43 237 STEZZANO-BG-VIA BERGAMO, 1 O 24,087.68 1,008,464.25 - 159,854.99 1,192,406.92 - - 463,659.16 728,747.76 238 SUISIO-BG-VIA CARABELLO POMA, 31 O 406,362.37 - - - 102,674.03 303,688.34 - - 87,384.10 216,304.24 239 TALEGGIO-BG-VIA ROMA, 63 O 112,461.72 64,696.88 - 33,085.92 210,244.52 - - 108,964.67 101,279.85 240 TAVERNOLA BERGAMASCA-BG-VIA ROMA, 12 O 157,047.45 253,070.33 - 70,647.08 480,764.86 - - 198,356.49 282,408.37 241 TELGATE-BG-VIA MORENGHI, 17/ANG. VIA ARICI O 4,364.00 - - 637,617.50 641,981.50 - - 214,758.48 427,223.02 242 TORINO-TO-P.ZZA GRAN MADRE DI DIO, 12/A O 1,178,105.85 - 33,252.54 1,312,068.23 - - 288,788.60 1,023,279.63 243 TORINO-TO-PIAZZA ADRIANO, 5 O 754,099.91 357,556.91 497,391.39 - 8,031.06 1,601,017.15 - - 737,732.98 863,284.17 244 TORINO-TO-VIA VITTORIO ALFIERI, 17 O 3,633,729.18 2,588,920.46 1,131,012.86 - 954,050.68 6,399,611.82 - - 1,415,105.43 4,984,506.39 167,214.92 - 245 TORREVECCHIA PIA-PV-VIA MOLINO, 9 O 100,297.94 89,849.31 - 61,796.04 251,943.29 - - 92,806.74 159,136.55 246 TRADATE-VA-VIA XXV APRILE, 1 O 2,192,198.25 762,038.01 797,883.38 283,164.96 4,035,284.60 - - 1,484,885.16 2,550,399.44 247 TRAVEDONA-MONATE-VA-VIA ROMA, 1 O 507,774.94 356,284.64 - 117,739.77 130,584.00 - 302,478.00 548,737.35 248 TRESCORE BALNEARIO-BG-VIA LOCATELLI, 45 O 1,407,196.75 467,598.45 - 95,299.34 1,970,094.54 981,799.35 - - - 856,456.93 1,113,637.61 249 TREVIGLIO-BG-VIALE FILAGNO, 11 O 1,469,373.83 2,522,977.97 - 466,849.13 4,459,200.93 - - 1,638,625.65 2,820,575.28 250 TREZZANO ROSA-MI-VIA RAFFAELLO SANZIO, 13/S O 256,033.85 - - 76,426.67 332,460.52 - - 115,046.36 217,414.16 251 TREZZO SULL' ADDA-MI-VIA A.SALA, 11 O 934,031.88 874,765.54 - 261,005.50 2,069,802.92 - - 797,815.53 1,271,987.39 252 UBOLDO-VA-VIA R.SANZIO, 46 O 700,119.32 536,698.70 66,779.14 19,028.67 1,322,625.83 - - 646,091.28 676,534.55 253 URGNANO-BG-VIA MATTEOTTI, 157 O 22,637.86 372,725.77 - 85,864.76 481,228.39 - - 102,047.84 379,180.55 254 VARANO BORGHI-VA-VIA V.VENETO, 6 O 853,088.44 91,169.61 372,728.08 97,095.41 1,414,081.54 - 169,070.71 - 430,404.45 814,606.38 255 VARESE-VA-P.ZZA IV NOVEMBRE, 1 O 672,607.28 178,911.63 512,895.22 86,340.01 1,450,754.14 - - 608,456.30 842,297.84 256 VARESE-VA-PIAZZA BATTISTERO, 2 O 3,240,677.41 6,202,412.32 - 2,683,802.46 12,126,892.19 - - 4,942,473.66 7,184,418.53 257 VARESE-VA-VIA SAN MICHELE, 6A O 170,613.65 29,531.55 31,849.23 6,314.07 238,308.50 - - 99,424.04 138,884.46 258 VARESE-VA-VIA V.VENETO, 2 O 10,548,887.36 9,982,212.99 7,526,419.21 657,192.43 28,714,711.99 26,972.25 - 10,446,937.24 18,294,747.00 259 VARESE-VA-VIA VIRGILIO, 27 O 243,494.88 27,727.21 288,933.92 44,529.15 604,685.16 - - 211,656.18 393,028.98 260 VARESE-VA-VIALE BORRI, 155 O 534,724.13 13,123.48 513,063.75 57,651.89 1,118,563.25 - - 403,944.64 714,618.61 261 VENEGONO INFERIORE-VA-VIA MAUCERI, 16 O 197,216.47 109,441.44 370,764.64 87,417.85 764,840.40 - - 553,963.29 210,877.11 262 VENEZIA-VE-VIA CAPPUCCINA, 181 O 17,306.75 350,693.25 - - 368,000.00 30,840.02 - 87,131.65 311,708.37 263 VERDELLO-BG-VIA CASTELLO, 31 O 918,201.39 238,867.12 - 37,285.63 1,194,354.14 - - 381,311.91 813,042.23 264 VERONA-VR-VIA CITTA' DI NIMES, 4/8 O 1,506,834.28 - - 205,281.93 1,712,116.21 - - 345,046.59 1,367,069.62 265 VERTOVA-BG-VIA S.ROCCO, 37 O 309,206.19 592,575.77 - 106,370.89 1,008,152.85 - - 653,442.21 354,710.64 266 VESTONE-BS-VIA TEOBALDO CALISSANO, 9 O 0.02 - - - 0.02 267 VIGEVANO-PV-VIA DANTE, 39 O 546,572.16 3,767,489.65 - 1,301,707.94 5,615,769.75 268 VIGEVANO-PV-VIA DE AMICIS, 5 O 85,401.89 547,550.89 - 156,823.93 269 VIGEVANO-PV-VIA MADONNA DEGLI ANGELI, 2 O 17,991.11 417,889.31 - 27,743.58 270 VIGEVANO-PV-VICOLO BARBAVARA, 5/7 O 1,127.43 108,977.93 - 271 VIGGIU-VA-VIA CASTAGNA, 1 O 218,661.61 102,838.76 272 VILLA D ADDA-BG-VIA FOSSA, 8 O 347,286.88 113,881.51 273 VILLA POMA-MN-PIAZZA MAZZALI, 7 O 590,531.45 - 274 VILLONGO-BG-VIA BELLINI, 20 O 733,939.16 443,868.55 275 VILMINORE DI SCALVE-BG-VIA PAPA GIOVANNI XXIII, 2 O 13,236.10 276 VIMERCATE-MI-VIA B. CREMAGNANI, 20/A O 277 VIMERCATE-MI-VIA GARIBALDI, 12 278 VIMERCATE-MI-VIA TORRI BIANCHE, 3 279 VITERBO-VT-P.ZZA MARTIRI D'UNGHERIA 209,999.98 - 210,000.00 - - 2,662,335.67 2,953,434.08 789,776.71 - - 443,787.03 345,989.68 463,624.00 - - 209,448.64 254,175.36 47,002.63 157,107.99 - - 130,879.74 26,228.25 317,479.20 64,093.53 703,073.10 - - 600,140.82 102,932.28 - 70,314.67 531,483.06 - - 216,789.28 314,693.78 - - 62,406.01 528,125.44 - - 109,415.43 418,710.01 - 173,443.41 1,351,251.12 - - 457,820.69 893,430.43 237,793.28 - 43,752.95 294,782.33 - - 233,633.00 61,149.33 1,593,586.57 746,313.12 - 233,728.54 2,573,628.23 - - 1,192,220.07 1,381,408.16 O 383,936.62 - - 2,102.49 386,039.11 - - 113,551.46 272,487.65 O 518,431.86 - - 37,604.00 556,035.86 - - 137,100.01 418,935.85 O 12,116,947.46 - - - 12,116,947.46 207,894.43 - 6,338,523.29 5,986,318.60 280 VITERBO-VT-VIA BUSSI, 19-21 O 22,915.22 181,605.46 - - 204,520.68 29,783.35 - 125,047.77 109,256.26 281 ZOGNO-BG-VIA M.D.LIBERTA', 1 O 531,695.30 1,288,500.95 - 219,247.85 2,039,444.10 - - 871,478.21 1,167,965.89 419,655,618.80 404,342,027.92 50,178,744.85 43,397,188.62 917,573,580.19 9,767,408.86 - 333,674,189.03 593,666,800.02 293* Notes to the Separate Financial Statements Convertible bonds (Amounts in euro ) 31.12.2010 NOMINAL AMOUNTS CHANGES CARRYING AMOUNTS NOMINAL AMOUNTS CARRYING AMOUNTS NOMINAL AMOUNTS 1 0 ‐1 10 0 6 0 ‐6 8 0 0 ‐7 18 0 CODE DESCRIPTION CURRENCY IT0003331888 ALITALIA 2,9% 02/07 EUR 10 IT0003873467 SNIA SPA 3% 05/10 CV EUR 8 18 7 TOTAL 294* 31.12.2011 CARRYING AMOUNTS Notes to the Separate Financial Statements List of significant equity investments held in unlisted companies as at 31st December 2011 (Art. 126 Consob Resolution No. 11971 of 14th May 1999) Data on equity investment Investor Data on investment Ownership title Share capital Equity investment (Registered Offices) Total number of shares/quotas Number of shares owned % % voting rights in ordinary shareholders meetings Direct equity investments UNIONE DI BANCHE ITALIANE SCPA quota held by Banca Popolare di Ancona Spa quota held by Banco di Brescia Spa Investment Arca Sgr Spa (Milan) Investment Arca Sgr Spa (Milan) 50,000,000.00 50,000,000 11,562,000 23.12 1,792,000 3.58 13,354,000 26.71 26.71 Investment Aviva Assicurazioni Vita Spa (Milan) Euro 49,721,776.00 95,618,800 47,809,399 49.99 49.99 Investment Aviva Vita Spa (Milan) Euro 155,000,000.00 155,000,000 77,500,000 50.00 50.00 Investment B@nca 24-7 Spa (Bergamo) Euro 316,800,000.00 316,800,000 316,800,000 100.00 100.00 Investment Banca Carime Spa (Cosenza) Euro 1,468,208,505.92 1,411,738,948 1,310,562,775 92.83 92.83 Investment Banca di Valle Camonica Spa (Breno - BS) Euro 2,738,693.00 2,738,693 2,033,313 74.24 Investment Banca di Valle Camonica Spa (Breno - BS) 238,693 8.72 2,272,006 82.96 82.96 Investment Banca Lombarda Preferred Capital Co. LLC (Delaware - USA) Euro 1,000.00 1 1 100.00 100.00 Investment Banca Lombarda Preferred Security Trust (Delaware - USA) Euro 1,000.00 1 1 100.00 100.00 Investment Banca Popolare Commercio e Industria Spa (Milan) Euro 934,150,467.60 889,667,112 667,934,237 75.08 75.08 100.00 Investment Banca Popolare Commercio e Industria Funding Llc (Delaware - USA) Euro 1,000,000.00 1,000 1,000 100.00 Investment Banca Popolare di Ancona Spa (Jesi - AN) Euro 122,343,580.00 24,468,716 22,739,767 92.93 92.93 Investment Banca Popolare di Bergamo Spa (Bergamo) Euro 1,350,514,252.00 1,350,514,252 1,350,514,252 100.00 100.00 Investment Banca Popolare di Bergamo Funding Llc (Delaware - USA) Euro 1,000,000.00 1,000 1,000 100.00 100.00 80.11 Banca Regionale Europea Spa (ordinary shares) (Cuneo) Euro 409,131,311.68 786,790,984 630,261,947 80.11 Banca Regionale Europea Spa (preference shares) Euro 35,667,550.36 68,591,443 18,118,254 26.41 Banca Regionale Europea Spa (ordinary and preference shares) Euro 444,798,862.04 855,382,427 648,380,201 75.80 Banca Regionale Europea Spa (savings shares) Euro 24,081,486.00 46,310,550 27,382,032 59.13 Investment Banco di Brescia San Paolo CAB Spa (Brescia) Euro 615,632,230.88 905,341,516 905,341,516 100.00 Investment Banco di San Giorgio Spa (Genoa) Euro 102,119,430.00 68,079,620 26,001,474 38.19 Investment Banco di San Giorgio Spa (Genoa) 39,145,824 57.50 65,147,298 95.69 Investment quota held by Banca Regionale Europea Spa Euro 100.00 95.69 Investment Banque de Depots et de Gestion Sa (Lausanne - Switzerland) Chf 10,000,000.00 40,000 40,000 100.00 100.00 Investment Barberini S.A. (Brussels - Belgium) Euro 3,000,000.00 3,000,000 3,000,000 100.00 100.00 Investment BPB Immobiliare Srl (Bergamo) Euro 185,680,000.00 185,680,000 185,680,000 100.00 100.00 Investment By You Spa (Milan) Euro 650,000.00 650,000 65,000 10.00 Pledge By You Spa (Milan) 65,000 10.00 130,000 20.00 422,302 20.67 Investment Capital Money Spa (Milan) Euro 295* 2,042,955.00 2,042,955 20.00 20.67 Notes to the Separate Financial Statements (contd.) Data on equity investment Investor Data on investment Ownership title Share capital Equity investment (Registered Offices) quota held by Banca Popolare di Ancona Spa Investment Centrobanca Spa (Milan) Investment Centrobanca Spa (Milan) Euro 369,600,000.00 Total number of shares/quotas Number of shares owned 336,000,000 % 316,752,150 94.27 18,383,132 5.47 335,135,282 99.74 % voting rights in ordinary shareholders meetings 99.74 Investment Coralis Rent Srl (Milan) Euro 400,000.00 1 1 100.00 100.00 Investment Futura Srl (Brescia) Euro 2,500,000.00 2,500,000 475,000 19.00 19.00 Investment Iw Bank Spa (Milan) Euro 18,404,795.00 73,619,180 47,881,292 65.04 Investment Iw Bank Spa (Milan) 17,297,576 23.50 65,178,868 88.54 88.54 quota held by Centrobanca Spa quota held by Banca Popolare di Bergamo quota held by Banco di Brescia Spa quota held by Banco di San Giorgio Spa Investment Lombarda China Fund Management Company (Shanghai - China) CNY 120,000,000.00 12,000 5,880 49.00 49.00 Investment Lombarda Vita Spa (Brescia) Euro 185,300,000.00 37,060,000 14,824,000 40.00 40.00 Investment Manisa Srl (Milan) Euro 100,000.00 100,000 28,658 28.66 28.66 Investment Medinvest International Sca (Luxembourg) Euro 76,636,000.00 7,663,600 1,500,000 19.57 19.57 19.60 Investment Polis Fondi SGR Spa (Milan) Euro 5,200,000.00 520,000 101,920 19.60 Investment Prisma Srl (Milan) Euro 120,000.00 120,000 24,000 20.00 20.00 Investment 1,607,141.00 1,607,141 241,071 15.00 15.00 Investment Q-Channel Spa in liquidation (Rome) Euro S.A.C.B.O. - Società per l'Aeroporto Civile di Bergamo - Orio al Serio Spa (Orio al Serio - BG) Euro 17,010,000.00 3,543,750 634,162 17.90 17.90 Investment S.F. Consulting Srl (Bergamo) Euro 93,600.00 180,000 63,000 35.00 35.00 Investment SILF - Società Italiana Leasing e Finanziamenti Spa (Cuneo) Euro 2,000,000.00 2,000,000 2,000,000 100.00 100.00 Investment Società Bresciana Immobiliare Mobiliare - SBIM Spa (Brescia) Euro 35,000,000.00 35,000,000 35,000,000 100.00 100.00 Investment Società per i Mercati di Varese Spa (Malnate - VA) Euro 3,796,248.00 2,711,606 399,240 14.72 14.72 Investment Società Lombarda Immobiliare - SOLIMM Srl (Brescia) Euro 100,000.00 100,000 100,000 100.00 100.00 Investment UBI Assicurazioni Spa (Milan) Euro 32,812,000.00 63,100,000 31,549,999 49.99 49.99 Investment UBI Banca International Sa (Luxembourg) Euro 59,070,750.00 115,825 104,941 90.60 Investment UBI Banca International Sa (Luxembourg) 3,906 3.37 Investment UBI Banca International Sa (Luxembourg) 6,778 5.85 Investment UBI Banca International Sa (Luxembourg) 100.00 200 0.17 115,825 100.00 Investment UBI Banca Private Investment Spa (Brescia) Euro 67,950,000.00 22,650,000 22,650,000 100.00 100.00 Investment UBI Factor Spa (Milan) Euro 36,115,820.00 69,453,500 69,453,500 100.00 100.00 Investment UBI Fiduciaria Spa (Brescia) Euro 1,898,000.00 3,650,000 3,650,000 100.00 100.00 Investment UBI Finance Srl (Milan) Euro 10,000.00 10,000 6,000 60.00 60.00 Investment UBI Insurance Broker Srl (Bergamo) Euro 3,760,000.00 1 1 100.00 100.00 296* Notes to the Separate Financial Statements (contd.) Data on equity investment Investor Data on investment Ownership title Share capital Equity investment (Registered Offices) quota held by Banca Popolare di Ancona Spa quota held by Banca Popolare di Bergamo Spa quota held by Banca Popolare di Ancona Spa Investment UBI Leasing Spa (Brescia) Investment UBI Leasing Spa (Brescia) Euro 241,557,810.00 Total number of shares/quotas 40,259,635 Number of shares owned % 32,206,164 80.00 7,647,921 19.00 39,854,085 98.99 % voting rights in ordinary shareholders meetings 98.99 Investment UBI Pramerica Sgr Spa (Bergamo) Euro 19,955,465.00 3,991,093 2,594,210 65.00 Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) Euro 35,136,400.00 67,570,000 47,870,000 70.85 Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 2,000,000 2.96 65.00 98.52 Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 2,000,000 2.96 quota held by Banca Carime Spa quota held by Banca Popolare Commercio e Industria Spa quota held by Banco di Brescia Spa quota held by Banca Regionale Europea Spa quota held by Banco di San Giorgio Spa quota held by UBI Banca Private Investment Spa quota held by Banca di Valle Camonica Spa Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 2,000,000 2.96 Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 2,000,000 2.96 Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 2,000,000 2.96 Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 2,000,000 2.96 Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 1,000,000 1.48 Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 1,000,000 1.48 Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 1,000,000 1.48 quota held by Centrobanca Spa quota held by UBI Pramerica SGRpa Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 1,000,000 1.48 Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 1,000,000 1.48 quota held by B@nca 24-7 Spa Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 1,000,000 1.48 quota held by UBI Factor Spa Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 500,000 0.74 quota held by SILF Spa quota held by UBI Insurance Broker Srl Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 50,000 0.07 Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 50,000 0.07 quota held by IW Bank Spa Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 50,000 0.07 quota held by Prestitalia Spa Investment UBI Sistemi e Servizi Società Consortile per Azioni (Brescia) 50,000 0.07 66,570,000 98.52 Investment Unione Fiduciaria Spa (Milan) Euro 5,940,000.00 1,080,000 113,411 10.50 10.50 Investment Ver Capital SGRpa (Milan) Euro 1,500,000.00 1,500,000 240,000 16.00 16.00 Investment Alto Tirreno Cosentino Società Consortile p.A. (San Nicola Arcella - CS) PROMEM Sud-Est - Società per la promozione dei mercati mobiliari Sud-Est Spa (Bari) Euro 247,000.00 247,000 49,365 19.99 19.99 Investment Euro 302,431.32 1,620 260 16.05 16.05 Investment Protekos Spa (Cosenza) Euro 516,000.00 100,000 15,000 15.00 15.00 Investment Società Aeroportuale Calabrese (S.A.CAL.) Spa (Lamezia Terme - CZ) Euro 7,755,000.00 15,000 1,569 10.46 10.46 Banca di Valle Camonica Spa Investment GAL Valle Camonica Val di Scalve Società Consortile a r.l. (Paspardo - BS) Euro 87,000.00 87,000 10,000 11.49 11.49 Banca Popolare Commercio e Industria Spa Pledge Diffusioni Grafiche Spa (in fallimento) (Villanova Monferrato - AL) Euro 2,000,000.00 400,000 400,000 100.00 100.00 Pledge Gnutti Cirillo Spa (Lumezzane - BS) Euro 7,000,000.00 7,000,000 5,200,000 74.29 74.29 Pledge Nord Milan Spa (in fallimento) (Nerviano - MI) Euro 120,000.00 120,000 90,000 75.00 75.00 Pledge Partecipazioni Immobiliari Srl (Stradella - PV) Euro 10,000.00 10,000 10,000 100.00 100.00 100.00 Indirect equity investments Banca Carime Spa Pledge Porto di Lavagna Spa (Milan) Euro 5,100,000.00 5,100,000 5,100,000 100.00 Pledge Serim Spa (Milan) Euro 22,000,000.00 22,000,000 3,750,000 17.05 17.05 Pledge Sviluppi Immobiliari Srl in liquidation (Reggio Emilia) Euro 70,000.00 70,000 70,000 100.00 100.00 297* Notes to the Separate Financial Statements (contd.) Data on equity investment Investor Data on investment Ownership title Share capital Equity investment (Registered Offices) Banca Popolare di Ancona Spa Banca Popolare di Bergamo Spa Banca Regionale Europea Spa Banco di Brescia Spa Banque de Depots et de Gestion Sa Total number of shares/quotas Number of shares owned % % voting rights in ordinary shareholders meetings Investment Centro Polifunzionale del Piano - Ancona Società Cooperativa Consortile (Ancona) Euro 64,077.12 456 400 87.72 2.86 Investment Consorzio Nido Industria Vallesina (Ancona) Euro 55,555.00 55,555 13,536 24.37 8.33 17.55 Investment Escomarche Srl (Ancona) Euro 50,000.00 50,000 8,773 17.55 Investment Farmafin Centro Italia Scarl (Perugia) Euro 1,407,450.00 56,298 8,000 14.21 2.47 Investment Immobiliare Camino Srl in liquidation (Fabriano - AN) Euro 192,308.00 192,308 30,769 16.00 16.00 Pledge Immobiltec Srl (Vasto - CH) Euro 10,329.14 20,000 20,000 100.00 100.00 Pledge Interleasing Spa (Sant'Elpidio a Mare - AP) Euro 1,015,000.00 1,015 1,015 100.00 100.00 Investment Società Regionale di Garanzia Marche Scpa (Ancona) Euro 3,416,957.22 132,337 20,001 15.11 0.06 Investment SPF Studio Progetti Finanziari Srl (Rome) Euro 92,960.00 92,960 23,240 25.00 25.00 Investment Synbiotec Srl (Camerino - MC) Euro 50,000.00 50,000 9,000 18.00 18.00 GAL Valle Seriana Società Consortile a r.l. (Clusone - BG) Euro 10,600.00 10,600 1,200 11.32 11.32 Pledge Immobiliare Vis Spa (Bergamo) Euro 990,000.00 330,000 82,777 25.08 25.08 Pledge Stamperia Pozzi Spa (Gallarate - VA) Euro 460,000.00 1,000,000 490,000 49.00 49.00 Investment Acta Spa (in fallimento) (Milan) Euro 5,000,000.00 5,000,000 4,000,000 80.00 80.00 Investment Giarolo Leader Srl (San Sebastiano Curone - AL) Euro 115,500.00 115,500 44,999 38.96 38.96 Investment Biodiversity Spa (Brescia) Euro 930,000.00 930,000 215,000 23.12 23.12 Pledge Investment BDG Singapore PTE Ltd (Singapore) Sgd 5,600,000.00 5,600,000 5,600,000 100.00 100.00 Investment Sofipo Sa (Lugano - Switzerland) Chf 2,000,000.00 2,000 600 30.00 30.00 B@nca 24-7 Spa Investment Prestitalia Spa (Rome) Euro 46,385,482.00 53,378 53,378 100.00 100.00 Banca Popolare di Bergamo Funding Llc Investment Banca Popolare di Bergamo Capital Trust (Delaware - USA) Euro 1,000.00 1 1 100.00 100.00 Banca Popolare Commercio e Industria Funding Llc Investment Banca Popolare Commercio e Industria Capital Trust (Delaware - USA) Euro 1,000.00 1 1 100.00 100.00 Centrobanca Spa A.V.I.P. Spa in liquidation (in prior arrangements with creditors) (Borgaro Torinese - TO) Euro 8,700,000.00 8,700,000 1,891,293 21.74 21.74 Investment Car Testing Sa (Luxembourg) Euro 6,950,000.00 695,000 347,500 50.00 50.00 Pledge Cefel Publieco Srl (Bologna) Euro 110,400.00 110,400 24,000 21.74 21.74 Centrobanca Sviluppo Impresa Sgr Spa (Milan) Euro 2,000,000.00 20,000 20,000 100.00 100.00 Copres Srl (Borgomanero - NO) Fluitek Orsenigo Srl in liquidation (in prior arrangements with creditors) (Costa di Mezzate - BG) Euro 608,000.00 608,000 132,173 21.74 21.74 Euro 3,470,000.00 3,470,000 3,470,000 100.00 100.00 Pledge Investment Pledge Pledge Investment Frittelli Maritime Group Spa (Ancona) Euro 2,550,000.00 2,550,000 287,324 11.27 11.27 Investment Gatto Astucci Spa (Domegge di Cadore - BL) Euro 12,279,780.00 1,227,978 125,000 10.18 10.18 Investment GROUP - Gruppo Operazioni Underwriting Banche Popolari Srl (Milan) Euro 91,429.00 91,429 11,429 12.50 12.50 HP Group Spa (Rubiera - RE) Euro 1,352,995.02 578,203 578,203 100.00 100.00 Pledge Pledge HP S.e.m.e.a. Spa (Porto Empedocle - AG) Euro 1,303,199.28 252,558 248,358 98.34 98.34 Pledge Immobiliare King Srl (Rome) Euro 90,000.00 90,000 90,000 100.00 100.00 36.72 Investment Investment Pledge Investment Trade Immobiliare Mirasole Spa (ordinary shares) (Milan) Euro 46,776,036.00 935,520,720 343,531,286 36.72 Property Mirasole Spa (preference shares) Euro 12,432,011.85 248,640,237 194,040,957 78.04 Property Mirasole Spa (ordinary and preference shares) Euro 59,208,047.85 1,184,160,957 537,572,243 45.40 PFC - Project Financing Consulting Spa in liquidation (Trento) Euro 777,894.00 777,894 137,298 17.65 17.65 Porto Reno Srl (Ravenna) Euro 3,000,000.00 3,000,000 2,142,858 71.43 71.43 Straight to Video Srl (Naples) Euro 119,500.00 119,500 33,460 28.00 28.00 Tessitura Pontelambro Spa (Erba - CO) Euro 1,870,000.00 3,740,000 520,000 13.90 13.90 298* Notes to the Separate Financial Statements (contd.) Data on equity investment Investor Data on investment Ownership title Share capital Equity investment (Registered Offices) Total number of shares/quotas Number of shares owned % % voting rights in ordinary shareholders meetings Prestitalia Spa Investment UFI Servizi Srl (Rome) Euro 150,000.00 150,000 34,750 23.17 23.17 UBI>< Banca International Sa Investment UBI Trustee Sa (Luxembourg) Euro 250,000.00 125,000 125,000 100.000 100.000 UBI Factor Spa Investment Siderfactor Spa (Milan) Euro 1,200,000.00 12,000 3,240 27.00 27.00 UBI Fiduciaria Spa Investment UBI Gestioni Fiduciarie Sim Spa (Brescia) Euro 1,040,000.00 2,000,000 2,000,000 100.00 100.00 UBI Leasing Spa Investment HRS - Help Rental Service Srl in liquidation (Rome) Euro 200,000.00 200,000 48,000 24.00 24.00 UBI Pramerica Sgr Spa Investment UBI Management Company Sa (Luxembourg) Euro 125,000.00 12,500 12,500 100.00 100.00 Iw Bank Spa Invesclub Srl (in liquidation) Investment Invesclub Srl in liquidation (Milan) Euro 10,000.00 10,000 10,000 100.00 100.00 Investment InvestNet International Spa (Milan) Euro 12,478,465.00 2,495,693 2,495,693 100.00 100.00 Investment Italforex Srl in liquidation (Milan) 90,000.00 90,000 18,000 20.00 20.00 Investment Royal Intertrade Srl (Genoa) 47,500.00 47,500 9,000 18.95 18.95 Euro 299* Notes to the Separate Financial Statements Disclosures concerning the fees of the independent auditors and services other than auditing in compliance with Art. 149 duodecies of Consob Issuers’ Regulations In accordance with Art. 149 duodieces of Consob Issuers’ Regulations, information concerning payments made to the independent auditors KPMG Spa and companies belonging to the same network for the following services is given in the table below. 1) Auditing services which include: audit of the annual accounts for the purposes of expressing a professional opinion; review of the interim accounts. 2) Certification services which include appointments where the auditor assesses a specific element, the determination of which is performed by another who is responsible for it, by employing appropriate criteria in order to furnish a conclusion which gives the recipient a measure of the reliability of that specific element. 3) Tax consultancy services. 4) Other services which include appointments of a minor nature. The fees presented in the table relating to the financial year 2011, are those contractually agreed, inclusive of any indexing (but not of out-of-pocket expenses, nor of supervisory authority contributions and VAT). Type of service Firm providing the service Audit of the accounts KPMG Spa Certification services KPMG Spa Tax consultancy services - Recipient of the service UBI Banca ScpA UBI Banca ScpA - Other services: Assistance activities (risk assessment, gap analysis and office project) concerning the Basel 2 project Assistance activities (risk assessment, gap analysis, office project and benchmarking) concerning the various stages of the interest rate and liquidity risk project Assistance activities (risk assessment, gap analysis, office project and risk management) for the project to complete and update reporting on operating performance Other services Fee (thousands of euro) 2.481 1.712 1.782 KPMG Advisory Spa UBI Banca ScpA 846 KPMG Advisory Spa UBI Banca ScpA 530 KPMG Advisory Spa UBI Banca ScpA 332 KPMG Advisory Spa UBI Banca ScpA 74 Total 5.975 300* Notes to the Separate Financial Statements