activity and results of banco espírito santo group and banco
Transcription
activity and results of banco espírito santo group and banco
BANCO ESPÍRITO SANTO BANCO ESPÍRITO SANTO, S.A. Public Traded Company Headquarters: Avenida da Liberdade, n.º 195, 1250 – 142 Lisboa - Portugal Registered in Lisbon C.R.C. no. 500 852 367 Share Capital: EUR 3 499 999 998.00 ACTIVITY AND RESULTS OF BANCO ESPÍRITO SANTO GROUP AND BANCO ESPÍRITO SANTO 1ST HALF OF 2011 (Audited financial information under IFRS as implemented by the European Union) (According to article 9 of CMVM regulation nº 5/2008) This report is a free translation into English of the original Portuguese version. In case of doubt or misinterpretation the Portuguese version will prevail. Interim Report BANCO ESPÍRITO SANTO Index I. MANAGEMENT REPORT 1. Banco Espírito Santo activity and results in 1H2011 2. Economic Overview 3. Results 4. 5. 3.1 Net Interest Income 3.2 Fees and Commissions 3.3 Capital Markets and Other Results 3.4 Operating Costs 3.5 Provisions 3.6 Profitability Activity 4.1 The deleveraging process 4.2 Main business areas (Operating Segments) Financial Strength and Other Indicators 5.1 Credit Quality 5.2 Liquidity, Solvency and Financial Strength 5.3 Productivity and Efficiency 5.4 Bank of Portugal Reference Indicators 6. Main Risks and Uncertainties in the second half of 2011 7. Activity and Results of Banco Espírito Santo 8. 9. 7.1 Business Performance and Asset Quality 7.2 Operating Conditions, Productivity and Profitability Sundry Disclosures 8.1 Securities issued by BES Group and held by members of BES Corporate Bodies 8.2 Qualified Holdings in BES Share Capital 8.3 BES Own Shares 8.4 Recommendations of the Financial Stability Forum (FSF) and the Committee of European Banking Supervisors (CEBS) concerning the Transparency of Information and the Valuation of Assets 8.5 Other Declaration of Conformity with the Financial Information Reported II. INTERIM FINANCIAL STATEMENTS AND NOTES o Consolidated Interim Financial Statements and Notes o Limited Review Report on Interim Consolidated Financial Information issued by the CMVM Registered Auditor 2 Interim Report BANCO ESPÍRITO SANTO I. MANAGEMENT REPORT 3 Interim Report BANCO ESPÍRITO SANTO 1. BANCO ESPÍRITO SANTO GROUP ACTIVITY AND RESULTS IN 1H11 • The worsening of the Euro Zone sovereign debt crisis, particularly Greece, the political crisis in Portugal, the successive decreases of the ratings of the Republic of Portugal and consequently the ratings of the financial sector and companies, culminated in the request for financial assistance in April. This request for help required that the state assume the responsibility for the rebalancing of the economy and public finances, which will have the inevitable recessionary effect in 2011 and 2012. The activity in the first half of the year was negatively influenced by these events. • The signing of the Memorandum of Economic and Financial Policies (MEFP) between the government of Portugal, the European Commission, the European Central Bank and the International Monetary Fund obliges the Portuguese banks to provide a Medium Term Plan between 2011 and 2015 that lays out explicit strategies for the deleveraging of the balance sheet, the strengthening of capital ratios and the improvement of liquidity. To this aim the banks must achieve, by December 2014, a transformation ratio of 120% and a Stable Funding Ratio of 100%, to have a minimum Core Tier 1 of 9% by December 2011 and 10% by December 2012. The plan is based on reference economic indicators that point to a decrease in GDP of 2.1% in 2011, 1.6% in 2012 and consequently a substantial worsening of risk and impairments. • In the first 6 months of 2011 total net assets fell by EUR 3.5 billion from EUR 83.7 billion in December 2010 to EUR 80.2 billion in June 2011, as a result of the deleverage plan initiated in the third quarter 2010,. The loans to deposits ratio fell significantly to 155% (Dec 2010: 165%, June 2010 198%), backed by the programme of planned sales of the international loan portfolio and by a strong growth in deposits, which increased by 22.6%. • The results for the first half of the year reached EUR 156 million. The results were affected by the considerable strengthening of provisions due to the current and expected deterioration of risk as a result of the worsening in the economic environment. The international business posted a net income of EUR 83.5 million (-13.1%), while the domestic net income totalled EUR 72.5million (-61%). • During the period there were a number of non-recurrent gross profit/loss items: the sale of shares held in Banco Bradesco (capital gain of EUR 143.6 million); the extra-ordinary dividend of Portugal Telecom (EUR 58.5 million); losses from the sale of loans as part of the deleveraging programme (EUR 53.8 million); and the strengthening of loan loss provisions (EUR 126 million). Additionally, provisions for securities and other provisions (properties held on foreclosures pending court ruling and other activities) were strengthened in EUR 55.8 million and EUR 86.3 million, respectively. Therefore the non recurrent gains reported did not impact on results due to the sensible provisioning policy. • Commercial banking income increased 1%, supported by the positive performance of the international commercial banking activity which rose by 13.1% (domestic commercial banking fell by 5.1%). Fees and Commissions grew by 3.4% (1Q11: -1,1%) in an environment of a sharp down turn in activity. • Operating costs growth decelerated significantly backed by the cost reduction programme under way (from 8.6% YoY in the first quarter to 3%). When recent consolidations and the increase in social security obligations are excluded operating costs fell by 3.8%. • The increase in provisions during the first six months of the year totalled EUR 469.7 million, close to the double reported in the 1H2010 (EUR 238.8 million). Credit provisions reached EUR 305.4 million (1H2010: EUR 174.5 million), including an additional amount of EUR 126 million. The associated 4 Interim Report BANCO ESPÍRITO SANTO provisions charge was 1.18% (0.69% when excluding the additional charge), raising total provisions for credit on the balance sheet to close to EUR 2 billion (an increase of 17.9% versus June 2010). The Provisions for Credit / Gross Loans ratio increased to 3.83% (Mar 2011: 3.47%, Dec 2010: 3.38%). There was also an increase in provisions for securities of EUR 56.4 million and for other purposes of EUR 107.9 million. • Overdue Loans over 90 days was 2.35% (Mar 2011: 2.17%, Dec 2010 1.95%), with the respective coverage ratio reaching 163% (Mar 2011: 159.4%, Dec 2010: 173%). • With the concentration of 86% of the medium and long term debt of the year maturing in the first half of 2011 (EUR 4.3 billion), ECB facilities used reached EUR 8,3 billion. The pool of eligible securities for the repo market totalled EUR 16.9 billion, of which EUR 13.2 billion were eligible for use with the ECB. • Solvency ratios as of 30 June 2011 were: Core Tier I 8.2%, Tier I 9.2% and Total Solvency 11.5%. BES Group will undertake, during the second half of the year and in 2012, a broad range of initiatives that will assure that the Group will meet the capital adequacy requirements established by the Bank of Portugal and by the EC, ECB and IMF. The completion of the plan and initiatives to be taken is dependent on the conclusions of the analysis the Troika is undertaking to the Portuguese banking system. • The results of the EU-wide Stress Test, carried out on EU financial institutions, coordinated by the European Banking Authority (EBA), in cooperation with the ECB and Bank of Portugal, were announced on the 15 July. Applying the tests criteria to the BES Group resulted in a Core Tier I of 6.2% in 2012 under the adverse scenario not considering any mitigating measures. When considering all mitigating measures to be concluded until the end of 2011, the Core Tier I of BES in 2012 under the adverse scenario rises to 7.5%. 5 Interim Report BANCO ESPÍRITO SANTO Main indicators 1H10 Change 1H11 ACTIVITY (EUR million) Total Assets (1) Net Assets Gross Loans Customer Deposits Equity -5.9% -5.6% -3.1% 22.6% 1.0% 107 789 84 874 53 355 26 082 6 915 101 434 80 162 51 701 31 972 6 987 11.2% 8.4% 7.9% 11.5% 9.2% 8.2% 0.3 pp 0.8 pp 0.3 pp 6 861 8 807 198% 8 346 13 164 155% 1 485 4 357 -43 pp 1.70% 184.9% 3.15% 0.65% 2.35% 163.0% 3.83% 1.18% 0.65 pp -21.9 pp 0.68 pp 0.53 pp SOLVENCY Bank of Portugal (2) - Total Solvency Ratio - TIER I - CORE TIER I LIQUIDITY (euro million) ECB funds (net) (3) ECB Eligible Asstes (collaterals) Loans to Deposits Ratio (%) (4) ASSET QUALITY Overdue loans + 90 days / Gross loans Coverage of Overdue Loans + 90 days Provisions for Credit / Gross loans Cost of risk (5) RESULTS & PROFITABILITY 282.2 156.0 -44.7% ROE (6) 9.6% 4.5% -5.1 pp ROA (6) 0.68% 0.38% -0.30 pp 240 49.3% 60.2% 256 45.7% 61.3% 6.8% -3.6 pp 1.1 pp Retail Network 820 810 -10 - Domestic 725 709 -16 95 101 6 Net income (EUR mn) PRODUCTIVITY / EFICIENCY Banking Income(7) per Employee (€,000) Cost to Income Cost to Income (ex markets) BRANCH NETWORK - International (1) Net Assets + Asset Management + Other off-balance sheets + Securitised Credit (2) Data calculated based on IRB Foundation method; preliminary data as of June 2011 (3) Include funds, cash and fin instruments in the ECB System; positive = net borrowing; negative = net lending (4) According to Bank of Portugal rules (5) Annualized credit provision charge (P&L provisions / Gross Loans) (6) Data calculated based on annualized 1H11 (7) Data calculated based on annualized 1H11 Banking Income 6 Interim Report BANCO ESPÍRITO SANTO 2. ECONOMIC OVERVIEW The second quarter of 2011 was marked by a deterioration in the economic environment, resulting from a worsening of the Euro Zone sovereign risk crisis, with new concerns raised over the US budgetary situation and fears over an unexpected slow down in global economic activity due to an environment of reduced levels of liquidity. In the Euro Zone area, questions over the effectiveness of the financial stabilisation efforts in Greece and the uncertainty over the creation of new mechanisms for external assistance translated into further contagion of the debt crisis. During the second quarter sovereign debt spreads versus 10 year Germany rose; in Greece spreads rose by close to 390 basis points (bps) to 1331 bps, in Portugal spreads rose by 273 bps to 787 bps, in Ireland spreads rose by 270 bps to 867 bps, in Spain spreads rose by 48 bps to 242 bps and in Italy spreads increased by 43 bps to 186 bps. By July spreads in Spain and Italy reached new highs of over 330 bps. Risk aversion rose during the period, marked by an increase in the demand for risk free or ‘safe haven’ assets by investors. Despite the expectation of an increase in the principal reference rate set by the ECB (having risen by 25 bps in April and July to 1.5%), the yield of the 10 year Bund fell from 3.354% to 3.025%. The Swiss Franc (CHF) touched new historical highs against the USD and the EUR. The CHF rose by 8% against the EUR in the quarter to EURCHF 1.22, going on to reach EURCHF 1.14 in July. Gold rose close 5% to USD 1,500 per ounce (gold went on to breach the USD 1,600 per ounce at the beginning of the third quarter). In Europe the CAC40 and IBEX stock indices saw quarterly decreases of 0.17% and 2.05% respectively, whilst the DAX gained 4.76% clearly reflecting the favourable performance of the German economy. In the US the NASDAQ and S&P500 indices fell by 0.27% and 0.39% respectively, the Dow Jones however rose by 0.77%. In China and Brazil, the second quarter saw the removal of monetary stimuli by their respective central banks following an increase in inflationary pressures. In this context, and in despite of continued strong growth in economic activity, the Bovespa and Shanghai Composite indices saw significant falls of 9.02% and 5.67% respectively. In Portugal funding difficulties arising from the Euro Zone sovereign debt crisis and the restrictive nature of budgetary constraints continued to weigh on internal demand which led to a further contraction in economic activity in the second quarter. In contrast, exports continued to show strong growth during the period. The PSI2O stock index retreated by 5.54% in relation to the first three months of the year. 7 Interim Report BANCO ESPÍRITO SANTO 3. RESULTS The Group’s performance in the first half of the year has been constrained by the deepening sovereign debt crisis that affected the entire Euro Zone, most notably Greece and other peripheral countries, Portugal included, with clear contagion to Spain and Italy. The Group’s results during the second quarter, which were particularly affected in Portugal by the conditions previously described, continued to be positively impacted by the international area. Net income reached EUR 156.0 million, representing a year-on-year decrease of 44.7%. Income Statement EUR million 1H10 1H11 Change absolute relative Net Interest Income 546.3 542.8 - 3.5 -0.6% + Fees and Commissions 389.6 402.9 13.3 3.4% = Commercial Banking Income 935.9 945.7 9.8 1.0% + Capital Markets and Other Results 205.7 324.8 119.1 57.9% = Banking Income 1 141.6 1 270.5 128.9 11.3% - Operating Costs 563.3 580.0 16.7 3.0% = Operating Income 578.3 690.5 112.2 19.4% - Provisions 238.8 469.7 230.9 96.7% Credit 174.5 305.4 130.9 75.0% Securities 32.3 56.4 24.1 74.4% Other 32.0 107.9 75.9 …. 339.5 220.8 - 118.7 -35.0% 41.4 64.0 22.6 54.5% - 15.2 15.2 - 41.4 79.2 37.8 91.3% = Income before Taxes and Minorities - Immediate tax burden Current Tax Special Tax on Banks - Deferred Tax - 19.9 - 70.4 - 50.5 ... = Income Before Minorities 318.0 212.0 - 106.0 -33.3% - Minority Interests 35.8 56.0 20.2 56.3% = Net Income 282.2 156.0 - 126.2 -44.7% 8 Interim Report BANCO ESPÍRITO SANTO The principal factors which influenced the results in the reporting period where: • Prudent strengthening of provisions, with particular impact on the domestic area, due to the current situation in Portugal and the worsening scenario caused by the economic recession – according to the guidelines received with regards to the Plan for 2011 to 2015, GDP should fall 2,1% in 2011 and 1,6% in 2012, with a significant impact on impairments. Consequently, BES Group has immediately increased its prudent stance vis-à-vis the recognition of impairments, having reinforced provisions totalling EUR 469.7 million in the first half of the year (nearly double the amount of the first half of 2010). Credit impairments were increased by EUR 305.4million (1H2010: EUR 174.5 million), while provisions for securities amounted to EUR 56.4 million (1H2010: EUR 32.3 million) and other provisions totalled EUR 107.9 million (1H 2010, EUR 32 million); • Growth of Commercial banking by 1% in a recessionary environment, with an increased cost of funds and a general decline in activity due to the deleverage process; • Capital markets and other results (include non-recurrent operations such as the sale of the stake in Banco Bradesco, losses on the sale of loans and the extraordinary dividend of Portugal Telecom, which were used entirely to strengthen provisions; • Operating cost evolution continues to be determined by the consolidation of new international units, namely Execution Noble, and domestically by the integration of the employees in to the Social Security system; • The increase in the tax burden leading from the introduction of a Banking levy which has translated into an additional cost of EUR 15.2 million (half of the full year value of EUR 30.4 million); • The international activity continues to minimise the effects of the downturn in the domestic economic environment, resulting in a decrease in net income to EUR 72.5 million (-61% versus the first half of 2010). International Activity The implementation of the deleverage programme, namely the sale of international loans, and the general reduction in activity has affected the international area’s results, which totalled EUR 83.5 million (1H 2010: EUR 96.1 million). International commercial banking income rose by 13.1%, backed by the positive evolution of Net Interest Income (+12.9%) and Fees and Commissions (+13.5%). Operating costs rose by 23.7%, influenced by the consolidation of new units (excluding this effect international area costs would have increased by 2.5%). 9 Interim Report BANCO ESPÍRITO SANTO Income Statement: Domestic vs. International EUR million Domestic 1H10 1H11 International Change 1H10 1H11 Change Net Interest Income 321.6 289.1 -10.1% 224.7 253.7 12.9% + Fees and Commissions 297.1 297.9 0.3% 92.5 105.0 13.5% = Commercial Banking Income 618.7 587.0 -5.1% 317.2 358.7 13.1% 188.1 313.9 66.9% 17.6 10.9 -37.9% 806.8 900.9 11.7% 334.8 369.6 10.4% + Capital Markets and Other Results = Banking Income - Operating Costs 434.1 420.1 -3.2% 129.2 159.9 23.7% = Operating Income 372.7 480.8 29.0% 205.6 209.7 2.0% - Provisions 194.2 426.0 119.3% 44.6 43.7 -2.0% Credit 131.7 267.5 103.1% 42.8 37.9 -11.4% Securities 32.6 56.5 73.0% - 0.3 - 0.1 …. Other 29.9 102.0 …. 2.1 5.9 …. 178.5 54.8 -69.3% 161.0 166.0 3.1% 28.9 49.3 70.3% 12.5 14.7 17.9% - 15.2 - - - - 28.9 64.5 123.3% 12.5 14.7 17.9% = Income before Taxes and Minorities - Immediate tax burden Income Tax Special Tax on Banks - Deferred Tax - 33.3 - 80.9 …. 13.4 10.5 -21.7% = Income Before Minorities 182.9 71.2 -61.1% 135.1 140.8 4.2% - Minority Interests = Net Income - 3.2 - 1.3 …. 39.0 57.3 46.7% 186.1 72.5 -61.0% 96.1 83.5 -13.1% Among the international business units, BES Angola reached a net income of EUR 115.5 million (+50.4%) which, when combined to the business units in Spain and Brazil, make up the strategic triangle to contribute with EUR 63.1, million for the consolidated net income (76% of the international activity and a year-on-year growth of 32%). The United Kingdom reported a net income of EUR 7.5 million (1H 2010: EUR 41.4 million), declining as a result of international credit sales in line with the deleverage process and the inaccessibility to capital markets resulting from the rating downgrades of the Republic of Portugal and consequent downgrades of the BES Group. 10 Interim Report BANCO ESPÍRITO SANTO International Activity (EUR million) 76% of Total Strategic Triangle: 63,1 (47,8) Strate g ic T riang le J un. 10 J un.11 Africa* 29.3 42.9 Brazil 10.4 13.6 Spain 8.1 6.6 Total 47.8 63.1 *Ang ola, Libya, Cape Verde and Mozambique UK: 7,5 (41,4) France/ Luxembourg: 4,3 (3,2) Other: 1,5 (-1,8) USA: 7,1 (5,5) (x) indicates 1H10 figure for comparison 3.1. Net Interest Income In the first half of the year net interest income reached EUR 543 million, nearly unchanged from the year earlier, despite the reduction of interest earning assets (-3.1%). As a consequence, and in spite of the volume effect being negative at EUR 17 million, this was nearly mitigated by an improvement in the margin effect. Net interest income in the second quarter increased to EUR 271.5 million, in line with the previous two quarters (4Q2010: EUR 271.4 million; 1Q2011: EUR 271.3 million). 11 Interim Report BANCO ESPÍRITO SANTO Net interest margin EUR million 1H10 Average Balance Interest Earnings Assets Customer Loans Other Assets Other 1H11 Avg Rate (%) Average Balance NII Avg Rate (%) NII 72 571 3.91 1 406 70 445 4.77 1 668 51 519 21 052 3.73 4.34 953 453 51 657 18 788 4.80 4.71 1 229 439 200 - - 38 - - 4.77 1 668 72 771 3.90 1 406 70 483 Interest Bearing Liabilities 72 771 2.39 860 70 483 3.22 1 125 Deposits Other Liabilities Other 25 622 47 149 - 1.53 2.85 - 194 666 - 31 433 39 050 - 2.95 3.43 - 460 665 - Interest Bearing Liabilities and Other 72 771 2.39 860 70 483 3.22 1 125 NII / NIM 1.51 546 1.55 543 Euribor 3 M - average 0.67 Interest Earning Assets & Other 1.25 The EURIBOR 3months reached, in the first half of 2011, an average of 1.25% which compares to 0.67% a year earlier. The average rate on interest bearing liabilities reached 3.22% (+83 bps), while the average rate on interest earning assets rose to 4.77% (+87bps) which implies a slight improvement in Net Interest Margin (+4bps). Average rate of deposits increased from 1.53% to 2.95%, translating into a benefit for the Bank’s depositor, despite the negative impact on profitability. The favourable evolution in international Net Interest Income (+12.9%) is in contrast with the contraction of domestic Net Interest Income (-10.1% YoY), leading to a increased contribution of the international business’ NII to 47% of the consolidated NII (1H2010: 41%). 3.2. Fees and Commissions Fees and commissions increased 3.4% YoY to EUR 402.9 million, also improving on a quarterly basis (-1.1% YoY in the first quarter). 12 Interim Report BANCO ESPÍRITO SANTO Fees and commissions EUR million 1H10 1H11 Change absolute relative Collections 12.3 10.9 -1.4 -11.5% Securities 27.7 52.2 24.5 88.5% Guarantees 41.7 62.5 20.8 50.0% 40.8 39.0 -1.8 -4.5% 96.3 94.3 -2.0 -2.0% 42.5 31.6 -10.9 -25.5% 50.0 48.7 -1.3 -2.5% Cards 18.7 19.7 1.0 5.2% Bancassurance 30.0 21.9 -8.1 -27.0% Other services 29.6 22.1 -7.5 -25.7% 389.6 402.9 13.3 3.4% Account management Commissions on loans and other (1) Documentary credit Asset management (2) Total (1) Includes commissions on loans, project finance, export financing and factoring (2) Includes investment funds and portfolio management The main drivers of fees and commissions were as follows: • Commissions on securities grew year-on-year by 88.5%, impacted positively by the consolidation of Execution Noble; • Commissions on guarantees increased by 50%, driven mainly by the corporate banking area and commercial paper issues; • Commissions on cards were up by 5.2%, reflecting pricing adjustments on discounts/exemptions and irregular use. The most significant reductions in Fees and Commissions were: • Commissions on documentary credit, despite improvements when compared to the first quarter (58%), continue decrease YoY (-25.5%) due to the seasonal effect of large operations in 1H10; • Collections decreased 11.5%, as a consequence of a decline in discounted bills and lower factoring activity; • Commissions on bancassurance and asset management were down by 27.0% and 2.5%, respectively, reflecting an increased demand for on-balance sheet products; • Commissions on loans fell 2% on the back of the the loan portfolio reduction policy. 13 Interim Report BANCO ESPÍRITO SANTO 3.3. Capital Markets and Other Results Capital markets and other results remained positive for the period, totalling EUR 324.8 million compared with EUR 205.7 million reported on the same period in the previous year. Capital markets and other results were impacted by the following non recurrent transactions: (i) The sale EUR 1.4 billion of international loans (in line with the deleverage programme), represented a cost of EUR 53.8 million reflected on Other Results; (ii) the sale of the stake in Banco Bradesco, which occurred in the second quarter, for the approximate amount of BRL 2 billion, resulting in a capital gain of EUR 143.6 million; (iii) the extraordinary dividends distributed by Portugal Telecom of EUR 58.5 million. Capital Markets and Other Results EUR million 1H10 1H11 Change Interest rate, Credit and FX Interest rate Credit FX and Other 48.1 17.4 -14.0 44.7 58.1 43.3 22.7 -7.9 10.0 25.9 36.7 -52.6 Equity Trading Dividends 146.8 77.9 68.9 286.8 145.9 140.9 140.0 68.0 72.0 Other Results 10.8 -20.1 -30.9 205.7 324.8 119.1 Total The first half of 2011 was marked by reduced liquidity in the capital markets and by heightened concerns of investors over the public accounts of the Euro Zone countries which raised the risk aversion. As a consequence, market uncertainty led to a significant widening of peripheral countries’ public debt credit spreads. The negative sentiment of investors towards the Euro Zone resulted in dramatic increases in the volatility of the EUR against a number of currencies, namely the USD and BRL. 3.4. Operating costs As was published in the first quarter figures, the evolution of the operating costs in 2011 was influenced by the consolidation of new international operating units, which explains the rise of 23.7% in international operating costs. If that effect was excluded (+EUR 27.4 million), the increase in costs would be substantially below, 2.6% YoY. Additionally, 2011 is the first year of the integration of the Bank’s employees into the Social Security system, which drove the social contribution costs to increase by EUR 10.4 million. 14 Interim Report BANCO ESPÍRITO SANTO Operating costs EUR million 1H10 Change 1H11 absolute relative Staff Costs 298.9 312.3 13.4 4.5% Administrative Costs 213.9 215.4 1.5 0.7% 50.5 52.3 1.8 3.7% 563.3 580.0 16.7 3.0% 563.3 542.2 -21.1 -3.8% Domestic 434.1 420.1 -14.0 -3.2% International 129.2 159.9 30.7 23.7% Depreciation Total Total excluding consolidation of new operating units and social charges Consolidated operating costs totalled EUR 580 million, representing an increase of 3% (a sharp deceleration when compared to the first quarter of the year, +8.6%) as a result of the measures already implemented viewing a reduction of EUR 60 million in the budget. As a result, and when excluding the aforementioned factors totalling EUR 37.9 million, consolidated operating costs would have decreased by 3.8%. Staff costs increased by 4.5% (international: 20.2%, domestic –0.7%), rising on the back of the increase in social contribution costs. Excluding this effect, domestic staff costs would have fallen by 5.2%. Staff costs EIR million 1H10 Remunerations Domestic absolute relative 224.4 227.9 3.5 1.5% 74.5 84.4 9.9 13.3% 298.9 312.3 13.4 4.5% 224.4 222.7 -1.7 -0.7% 224.4 212.7 -11.7 -5.2% 74.5 89.6 15.1 20.2% Pensions, Long term service benefits & Other Total 1H11 Change excluding social charges International General administrative expenses rose by 0.7%, which was essentially due to a 29.1% growth in international costs. The domestic component of general administrative expenses fell significantly by 6.9%. Investments in IT platforms, in equipment and premises lead to an increase in amortization costs of EUR 1.8 million (+3.7%). The increase was mainly due to the continued international expansion (increase of EUR 2.5 million), while the domestic IT related costs decreased EUR 0.7 million. 15 Interim Report BANCO ESPÍRITO SANTO 3.5. Productivity and Efficiency Cost to Income fell to 45.7% (1H2010: 49.3%), benefiting from the non recurrent operations. Cost to Income excluding capital markets and other results reached 61.3% which compares to 60.2% a year earlier. Banking income per employee represented a year-on-year growth of 6.8%. Productivity and Efficiency 1H10 1H11 Change Cost to Income 49.3% 45.7% -3.6 p.p. Cost to Income (ex markets) 60.2% 61.3% 1.1 p.p. 240 256 Banking Income(1) per Employee (€,000) (1) 6.8% Data calculated based on annualized 1H11 Banking Income 3.6. Provisions The determining factors for impairments on Portuguese banking assets changed radically from the first quarter to the second quarter 2011. Following the Portuguese government’s request for assistance and the signing of the Memorandum of Economic and Financial Policies (MEFP) between the Government of Portugal, the European Commission, the European Central Bank and with the International Monetary Fund, perceived risks changed radically. The forecasts provided by the Troika and the Bank of Portugal for the completion of the Funding and Capital Plan for 2011 to 2015 clearly showed this macroeconomic trend over that period. Macroeconomic forecasts for Portugal % 2010 GDP (growth) Unemployment Rate 2011 2012 2013 2014 2015 1.3 -2.1 -1.6 1.1 2.5 2.4 10.8 12.1 13.3 13.3 12.6 11.8 16 Interim Report BANCO ESPÍRITO SANTO Considering this macro scenario, the Board of Directors proactively decided to further strengthen provisions, with special focus on the coverage of credit risk in line with its conservative prudent stance,. Total provisions in the second quarter reached EUR 366.6 million, 3.6 times more than the first quarter (EUR 103.1 million). Provisions for securities totalled EUR 55.8 million (1Q2011: EUR 0.6 million), while provisions for foreclosures and other assets reached EUR 86.3 million (1Q2011: EUR 21.6 million). Provision Charge EUR million 2011 1Q Credit Provisions Securities Provisions Other Provisions Total 2010 2Q 1H 1H 80.9 224.5 305.4 174.5 0.6 55.8 56.4 32.3 21.6 86.3 107.9 32.0 103.1 366.6 469.7 238.8 Provisions of the first half of 2011 totalled EUR 469.7 million, approximately twice the provisions of the same period a year earlier, and correspond to 68% of the Net Operating income for the period (full year 2010: 43%). Credit provisions on loans were EUR 305.4 million, 75% higher than the same period a year earlier. The provisioning charge for the first six months of the year reached 1.18% (0.69% when excluding the additional charge of EUR 126 million that compares to 0.65% in the same period in 2010). The ratio of Credit Provisions /Gross Loans rose from 3.15% in June 2010 to 3.83%, with the amount of provision on the balance sheet rising to close to EUR 2 billion (+17.9%). Credit provisions EUR million Jun,10 Gross Loans Jun,11 Variação absoluta relativa 53 355 51 701 -1 654 -3.1% 174.5 305.4 130.9 75.0% 1 681.5 1 982.6 301.1 17.9% Provision Charge 0.65% 1.18% 0.53 pp Provisions for credit / Gross Loans 3.15% 3.83% 0.68 pp Credit Provisioning Charge Provisions for credit Excluding additional contributions, the provision charge reached 0.76% in the second quarter, compared to 0.63% in the previous quarter. 17 Interim Report BANCO ESPÍRITO SANTO Evolution of Provision charge and Credit Provisions / Gross Loans (%) 2.91 2.81 3.12 3.07 3.15 3.27 3.38 3.83 3.47 2.52 1.14 (1) 0.85 0.80 0.76 (2) 0.62 1Q09 2 Q09 3Q09 4 Q09 Provision charge (%) 1Q10 0.71 2Q10 0.63 3Q10 0.71 4 Q10 0.76 (3) 0.63 1Q11 2Q11 Provisions for Credit / Gross Loans (a) For comparable purposes the “Provision charge” does not include extra-provisioning efforts (1) 1.47%, including additional LLC (2) 1.28%, including additional LLC (3) 1.74% including additional LLC The recessionary environment, the general reduction in market prices and the worsening of the credit quality of some issuers has led to a prudent recognition of impairments for securities and a resulting increase in provisions of EUR 56.4 million (1H2010: EUR 32.3 million). For the same reasons, and as a function of credit recovery efforts, other provisions reached EUR 107.9 million, of which 60% relates to provisions for properties held on foreclosures. 3.7. Profitability The annualised Net Income in the first half of the year corresponds to an average Return on Equity (ROE) of 4.5% and a Return on Assets (ROA) of 0.38%. Profitability 1H10 (1) 1H11 (1) Return on Equity 9.6% 4.5% Return on Assets 0.68% 0.38% (1) Annualised 1H return The share price of BES as of 30 June 2011 (EUR 2.57) equates to a market capitalisation of EUR 2,998 million, which represents a 10.8% decrease Ytd (market capitalisation of EUR 3.360 billion at year end 2010). 18 Interim Report BANCO ESPÍRITO SANTO 4. ACTIVITY 4.1. The Deleveraging Process At the beginning of the second half of 2010, clearly well before the request for financial assistance was made by the Portuguese government and in anticipation of the inevitable re-adjustments the Portuguese banking system would be facing, the Board of Directors took the decision to implement a set of initiatives with the objective of reducing the Loans to Deposits Ratio and reinforce the solvency of the Group. This resulted in the launch of the deleverage programme which led to a reduction of net assets by EUR 1.2 billion, with a further reduction of EUR 3.5 billion in the first half of 2011. in less than one year there has been a total reduction of EUR 4.7 billion of net assets. The principal contributors to the deleveraging programme in the first half of 2011 were (i) a reduction of close to EUR 2 billion of securities of the Fair Value, Available for Sale and Held to Maturity portfolios (the securities portfolio fell from EUR 18.2 billion in December 2010 to EUR 16.2 billion in June 2011); (ii) the disposal of international loans (project finance, leveraged finance and structured trade finance) amounting to EUR 2.5 billion by the end of June 2011. In this context, in which a general deleverage should be promoted, BES has focused on the sale of international loans as a way to keep financing Portuguese companies. BES Group maintains its traditional support to Portuguese corporate sector, especially SME, maintaining a continued support through such a difficult period for the country. 19 Interim Report BANCO ESPÍRITO SANTO Activity Indicators EUR million Jun. 10 Total Asstes (1) Dec. 10 Jun. 11 YoY Change 107 789 105 540 101 434 -5.9% Net Assets 84 874 83 655 80 162 -5.6% Customer Loans 53 355 52 606 51 701 -3.1% Loans to Individuals 14 533 14 523 14 292 -1.7% - Mortgage 11 739 11 701 11 646 -0.8% - Other Loans to Individuals 2 794 2 822 2 646 -5.3% Corporate Lending 38 822 38 083 37 409 -3.6% Total Customer Funds 55 847 55 988 56 132 0.5% On-Balance Sheet Customer Funds - Deposits - Debt Securities placed with Clients (2) Off-Balance Sheet Customer Funds 37 841 38 894 39 610 4.7% 26 082 30 819 31 972 22.6% 11 759 8 075 7 638 -35.0% 18 006 17 094 16 522 -8.2% 198% 137% 165% 131% 155% 125% -43 -12 Transformation Ratio (%) (3) (4) Customer loans / Deposits (3) Customer loans / Customer funds (1) p.p. p.p. Net Assets + Asset Management + Off-Balance sheet funds + Non consolidated Secuiritised credit (2) Includes funds associated with consolidated securitisations and commercial paper (3) Net Customer Loans (4) According to Bank of Portugal rules Customer loans show a 3.1% reduction and is evident in all market segments, especially in Other Loans to individuals which fell by 5.3% and also corporate lending which fell by 3.6% as a consequence of the sale of international loans(without this effect, corporate lending in fact stabilized during the period). There was also a contraction, though to a lesser degree, in mortgage loans (-0.8%). The financial assets available for sale reduced EUR 0.9 billion. Further to the effects on the Group’s liquidity, the priority was given to exposures with a bigger impact on the Core Tier I ratio, both through RWA reduction and capital base impact. In line with the Group’s focus on the improvement of the Loans to Deposits Ratio (LDR), customers’ deposits increased 22.6% YoY (+EUR 5.9 billion). The substantial increase in deposits and the reduction in loans led to an improvement in the LDR ratio from 198% in June 2010 to 155%. 20 Interim Report BANCO ESPÍRITO SANTO Wholesale debt securities were considerably reduced compared to June 2010 (-EUR 4.1 billion), namely certificates of deposits, as a result of the successive rating downgrades of the Portuguese Republic and, as a consequence, of BES Group’s rating. In spite of the reduction of off-balance sheet funds by EUR 1.5 billion, total customer funds had a slight increase of 0.5%. International Activity The programme of the sale of loans has inevitably impacted the activity of the international units, namely in London and in New York, with clear reduction in the size of their respective portfolios. As a consequence of the deterioration in Portuguese sovereign risk, there was a reduction of total customer loans driven by the decrease of the certificates of deposits (CD’s) programme. Domestic and International Activity EUR million Domestic Jun. 10 (1) Jun. 11 International Change Jun. 10 Jun. 11 Change 77 593 74 664 -3.8% 30 196 26 770 -11.3% Loans to Customers 41 682 41 241 -1.1% 11 673 10 460 -10.4% Total Customer Funds 40 375 42 351 4.9% 15 472 13 781 -10.9% 201% 159% 188% 142% Total Assets Transformation Ratio (2) (3) (1) Net Assets + Asset Management + Off-Balance sheet funds + Non consolidated secuiritised credit (2) Net Customer Loans/ On-Balance Sheet Customer Funds (3) According to Bank of Portugal rules -42 p.p. -46 p.p. 4.2. Main business areas (Operating Segments) BES Group Overview The BES Group develops its activity supported by value propositions aimed at meeting the needs of its individual costumers, companies and institutions, with its decision making centre and main market of operation based in Portugal. The historic links with Africa and South America, particularly with Angola and Brazil, the internationalisation of national companies, the growing interdependence of economies and the significance of the Portuguese communities established across various continents have provided the basis for the BES Group international expansion. 21 Interim Report BANCO ESPÍRITO SANTO In monitoring the performance by business area, the following Operating Segments are considered: • Domestic Commercial Banking (includes the Retail, Corporate, Institutional and Private Banking sub segments) • International Commercial Banking • Investment Banking • Asset Management • Markets and Strategic Investments • Corporate Centre Each segment is supported by dedicated structures as well as Group units whose activity is closely related to each of these segments. The individual monitoring of each operational segment (considered from the viewpoint of an investment centre) is accompanied by the Executive Committee who defines strategies and commercial plans for each Operational Segment. Additionally, the Group uses a second segmentation of its activity and results according to geographical criteria, considering individually the performance of the units located in Portugal (domestic area) from that achieved by the units located abroad (International area). 4.2.1. Retail Banking This segment includes activities with individual costumers, most notably mortgages and consumer loans, financing of small businesses, deposits, pension plans and other insurance products for private clients, account management and means of payment, allocation of investment fund units, the buying and selling of securities and custodian services. Retail Banking EUR million Jun,10 Jun,11 Chg% BALANCE SHEET Gross Customer Loans On-Balance Sheet Customer Funds 18 069 17 451 -3.4% 9 032 11 665 29.1% 289.3 276.3 -4.5% INCOME STATEMENT Commercial Banking Income 14.2 17.9 26.1% Banking Income 303.5 294.2 -3.1% Operating Costs Capital Mkts & Other Results 215.9 212.7 -1.5% Provisions 19.7 49.9 153.3% Income Before Tax 67.9 31.6 -53.5% 71.1% 72.3% 1.2 Cost to Income pp 22 Interim Report BANCO ESPÍRITO SANTO This business area is supported by a branch network that reached a total of 709 branches by the end of June 2011 (a reduction of 22 branches since the beginning of the year). The network includes 46 on-site branches resulting from partnerships with insurance agents under the Assurfinance programme. The number of on-site branches has been increasing significantly (+18% compared to the same half a year earlier) due to its major contribution for the Retail Banking expansion. In the first half of 2011 the retail banking activity has been characterised by a reinforced capacity of increasing client funds, producing a positive outcome of 51 bp of the transformation ratio compared to the same period in June 2010. This occurred in an environment characterised by low interest rates and a high level of competition in the market in order to attract and retain client deposits. In an effort to reduce the impact of this environment in terms of banking income, several cross-selling reinforcement measures were put in place as well as risk-mitigating measures. These initiatives slowed the decrease in banking income to 3.1% when compared with the same period in 2010. Since the beginning of the year a total of 63 thousand new clients were acquired, as a result of good coordination between the branch network and the main costumer acquisition channels (particularly the CrossSegment and Assurfinance programmes). Considering the international units, BES Group acquired 74 thousand clients in the quarter. The retail segment is supported by the following main growth drivers: • Strong focus on attracting costumer funds due to an increase in demand for on-balance sheet funds which registered a year-on-year growth of 29.1%. In order to support commercial productivity, a broad offer of solutions were launched such as several structured products as well as a wide range of programmed saving solutions, with a significant contribution to the reinforcement of long term savings by the clients (as an example, the programmed savings solutions launched at the beginning of the second quarter of the year 2011 had in June more than 13 thousand affluent clients. This value has duplicated by the end of July); • A selective credit allocation policy, translating into a contraction in the credit portfolio of 3.4%. This was in line with a reduction of the credit demand not only in mortgages but also in consumer credit. Credit origination has improved its risk profile: this can be clearly observed in new mortgages, where the mass market weight was limited to 43% of new mortgages and the loan-to-value (the ratio between the loan value and the property value) of new contracts was reduced to 71% (-6% year-onyear); • Sustained increases in cross-selling, supported by a continuous flow of innovative products, services and tools. Within this context it is important to mention the launch of an innovative CRM platform shared by all retail banking segments which integrates all interaction channels, enhancing the commercial effectiveness in the entire network. As an example, the individual accidents insurance (‘BES day-to-day’), an innovative product in both insurance coverage and indemnity system, increased by 56% the number of insurance policies compared with the same period in the previous year. 23 Interim Report BANCO ESPÍRITO SANTO The Assurfinance programme maintained a central contribution to the commercial performance of Retail Banking, being responsible for the acquisition of 8.8 thousand new clients. During the first half of the year the use of Direct Channels continued to increase. The internet banking service for individual clients – BESnet – reached 1,211,000 subscribers in June 2011, which shows a 14.7% increase compared with the same period in the previous year. Simultaneously there was an increase in the number of users, with the number of frequent users rising by 7.2% and logins by 20.3%. Aiming for continuous improvement and innovation, at the end of the June BES launched the new BESnet website, a more up to date, flexible and efficient version than the previous version but still maintaining the simplicity and easier content navigation: (i) easy and fast content navigation through side, top and frequent operations menu; (ii) service or operation advanced search; (iii) functional interface with customised menus for font size and page layout views; (iv) advanced security with new version warnings, personal data protection and safer transactions. The development of this new platform will also allow, in the near future, the launching of new customised menus with significant added value. When considering costumers’ continued change in behaviour and increased mobile connection demand, BES launched a new service BESmobile for individual and corporate clients with new applications for Android and Apple, which has been very successful, reaching 75,000 monthly logins which represents four times the number used by previous versions. The use of Direct Channels continues to reinforce the number of commercial opportunities through a multichannel vision (e.g. costumers are now able to subscribe to regular saving plans through Direct Channels as well as to the existing BESnet offer). BES has also launched the innovative, telephone based, Customer Relationship Management (CRM) platform. Its integration with Internet Banking will be the next step in the implementation process. This device will generate better commercial performance from the sales force, a better way to organise the branch network, (including the generation of potential client leads and their follow-up). and ultimately a reinforcement of the commercial features of remote channels thus establishing a truly multichannel customer approach. BEST – Banco Electronico de Servico Total has launched a new ‘mobile’ website – that allows a geo-location of Bank branches as well as vast array of banking operations. Additionally this mobile site provides a module called Mobile Trader which provides access to the most important global markets and which allows the trading of more than 1,200 securities with real time investment portfolio updates. This year BEST also launched eBudget, an application for iPhone, iPod Touch and iPad, and Android SmartPhones that allows its users to save, organise and manage their daily expenses ‘on-the-go’ in a practical and innovative way. This new application is available to clients and non clients alike and has seen downloads not only in Europe but also in Brazil, China, USA, Canada, Japan, India, Australia, South Africa, showing a clear and growing geographical distribution. Compared with the previous year, customer loans increased by 8.7%, in line with expected results, customer deposits increased by 3.2%, despite strong competition within the Portuguese banking system. The volume of Assets under Custody reached EUR 1.6 billion and net income for the period totalled EUR 4 million. 24 Interim Report BANCO ESPÍRITO SANTO Banco Espirito Santo dos Açores continued to pursue its strategy aimed at increasing its market share and attracting new clients, having signed a number of protocols with companies and institutions. The opening of a new branch in Santa Maria Island is in line with this strategy, the youth card ‘Cartão Interjovem’ has futher reinforced the commercial partnership between the Bank and the Azores Regional Government. The 1st semester net income reached EUR 558.9 million which represents a year-on-year rise of 4.8%. Compared with the same period in 2010, customer deposits grew by 8.2% and customer loans by 1.6%. The Mortgage credit has been decreasing, falling by +2.3%. Net income totalled EUR 409 thousand, a 48.2% reduction affected by a reduction in financial results and the significant increase in credit provisions. 4.2.2. Corporate and institutional Clients This business area includes activities with large and medium-sized companies, as well as business with institutional and municipal clients. BES Group holds a significant position in the Corporate and Institutional Customers segment, as a result of its traditional role in supporting the development of the national business community, where it targets companies with a good risk profile and innovative characteristics and companies with an international focus. Corporate and institutional Clients EUR million Jun,10 Jun,11 Chg% BALANCE SHEET 21 078 21 676 2.8% 8 756 10 712 22.3% Commercial Banking Income 238.8 189.9 -20.5% Capital Mkts & Other Results 8.3 8.6 3.6% Banking Income 247.1 198.5 -19.7% Operating Costs 31.5 33.0 4.8% Provisions 56.7 79.7 40.6% 158.9 85.8 -46.0% 12.7% 16.6% 3.9 Gross Customer Loans On-Balance Sheet Customer Funds INCOME STATEMENT Income Before Tax Cost to Income pp Results in this area were directly influenced by the increased cost of accessing the markets, with negative repercussions on the cost of credit as well as the rise in credit delinquencies which led to a need to strengthen provisions. To counteract the impact of this effect, the Group has not only intensified its risk control measures (namely by the increase of collateralisation on loans, not only on new loans but on outstanding loans) but also by updating the Bank’s pricing policy both in terms of credit spreads but also the reduction of discounts and fees exemptions. 25 Interim Report BANCO ESPÍRITO SANTO There has been a general improvement in the contribution by this area to the Bank’s balance sheet and an improvement in the Loans to Deposits Ratio of 44%, with a reinforced link between customer loans and customer funds. • On balance sheet customer funds saw a significant year-on-year rise of 22.3% • Customer loans continue to decelerate, with a stock growth of only 1.5% since the beginning of the year. The “BES Express Bill” service has clearly proven to be a valuable tool to manage companies’ payments, also providing them with an important source of liquidity, and generating confidence in dealings between companies due to BES’s guarantee of payment. So far, more than 6,000 companies subscribed to the “BES Express Bill”, with more than EUR 1.5 billion in facilities approved and guaranteeing payments in excess of EUR 7.2 billion per year. International expansion and exports are becoming increasingly more important as a motor for growth for the Portuguese economy and the Portuguese companies. BES has increased its support to these areas, promoting several initiatives since the beginning of the year: • In partnership with Jornal de Negócios, BES has launched the “BES/Jornal de Négocios Exports and Internationalisation” prize, which is awarded to companies with the best performance in expanding their presence abroad and increasing exports. Cotesi Companhia de Têxteis Sintéticos won the award for the large enterprise category whilst Frezite won the award under the SME category. Also Derovo and Metalusa won ex-aequo under the category of ‘Revelação’. Special mention was also made to Grupo Auto-Sueco Coimbra and Efacec Engenharia e Sistemas for the large enterprise category and Grupo Pecol and Frulact for the SME category. • Within the protocol “Export Invest” established with the Portuguese Government, bank discounts are offered for firm orders given by foreign clients to national producers of equipment and products with long manufacturing cycles. Also, continued focus is given to the support of innovation and entrepreneurism, during the first half of the year the following initiatives were noted: • Espírito Santo Ventures launched two new funds for Portuguese companies: a EUR 5 million fund (in partnership with the Instituto Superior Técnico) to support start-ups, and a EUR 10 million fund to support companies’ international expansion processes; • The launch of an Advanced Management and Innovation Programme for Entrepreneurs jointly organised with the Portuguese Catholic University. The aim of the programme is to give entrepreneurs the tools which will make it easier for them to move successfully from innovation to company formation, to market and finally to internationalisation; • The publication of the third annual issue of the “PME Leader” magazine, a joint initiative of Banco Espírito Santo and the Diário Económico newspaper, which aims to promote companies awarded SME leader status by the IAPMEI. 26 Interim Report BANCO ESPÍRITO SANTO The team of international bankers from the International Premium Unit continued to contribute to the successful international expansion of Portuguese and foreign companies based in Portugal. The unit has made clear contributions in terms of new business lead generation, permitting an effective communication between the domestic and the several international operations of the Group. At an Iberian level, client acquisition and business development are supported by close cooperation between domestic and Spanish commercial networks: of the Iberian companies with a quality risk profile, ca. 50% are BES Group clients. BES has also continued to pursue a wide set of initiatives aiming at diversifying the profile of revenues. In this context, Trade Finance clearly plays an important role: the commissions generated by the area of Corporate and Institutional Clientes increased by 37% year-on-year. The Internet Banking service for corporate clients - BESnetwork – saw strong growth, with the number of users reaching 97,000 (+12.8% year-on-year). The number of frequent users and logins to the service grew by 7.3% and 18.1%, respectively. The new service – BESmobile – was also made available to corporate and institutional clients. 4.2.3. Private Banking This area is dedicated to business with private high net worth individuals, covering all products associated with these clients, such as deposits, discretionary management, custodian services, buying and selling of securities and insurance products. Private Banking EUR million Jun,10 Jun,11 Chg% BALANCE SHEET 1 031 1 056 2.3% 962 2 146 123.1% Commercial Banking Income 19.5 46.0 135.9% Capital Mkts & Other Results 2.8 3.5 25.0% Banking Income 22.3 49.5 122.0% Operating Costs 10.7 9.6 -10.3% -33.3% Gross Customer Loans On-Balance Sheet Customer Funds INCOME STATEMENT Provisions Income Before Tax Cost to Income 1.2 0.8 10.4 39.1 …. 48.0% 19.4% -28.6 pp At the end of the first half of 2011, total Assets under Management and custody reached EUR 7.8 billion (+1.6% YoY), which represents a very positive evolution within the current market environment. This evolution is supported by a strong growth of On-Balance Sheet Customer Funds (+123.1% compared with June 2010). Consequently, this business unit provides an important contribution to the Group’s balance sheet due to its surplus of customer deposits versus credit loans (Loans-to-Deposits ratio improved year-on-year by 62%). Despite a strong pressure on deposit rates, Banking Income showed a strong positive progression due to 27 Interim Report BANCO ESPÍRITO SANTO several initiatives such as the ongoing improvement in the credit pricing and the reinforcement of crossselling. 4.2.4 International Commercial Banking This segment includes the business units located abroad. They continue to show a positive performance achieving a 19.4% increase in commercial banking income, while the pre-tax profit rose by 24.4%, to EUR 148.7 million. Customer funds dropped by 24.4% reflecting the reduction in Certificates of Deposit placed in the international markets following the rating downgrades of sovereign debt and the banking systems. International Commercial Banking EUR million Jun,10 Jun,11 Chg% BALANCE SHEET Gross Customer Loans 11 229 9 844 -12.3% On-Balance Sheet Customer Funds 10 941 8 274 -24.4% Commercial Banking Income 229.1 273.5 19.4% Capital Mkts & Other Results INCOME STATEMENT 14.9 1.3 -91.3% Banking Income 244.0 274.8 12.6% Operating Costs 89.5 95.0 6.1% Provisions 35.0 31.1 -11.1% 119.5 148.7 24.4% 36.7% 34.6% -2.1 Income Before Tax Cost to Income pp During the first half of the year 2011, BES Spain Branch maintained a positive performance, despite the difficult economic situation. Main highlights of the period include: (i) customer deposits increased by 50.7% YoY , while credit loans decreased by 11.4%; (ii) a 47.1% YoY increase in client acquisition, exceeding the June 2010 results by 5 thousand customers, mostly in terms of individual and private banking clients (+55.6%); and (iii) the reinforcement of prudent credit risk management. Net interest income showed a significant increase, compensating for the high pressure on the costs of deposits coming from the high competitive Spanish banking system. The branch posted a net profit of EUR 5.7 million, slightly higher than the previous year. Last year’s purchase of Banco Pastor’s investment fund and pension funds operations has impacted positively on the Spanish Branch’s results namely in the asset management business volume. BES London Branch focuses its activity on wholesale banking in the European market. During the first half of 2011, there has been a reduction in business volume reflecting the adverse conditions in the financial markets and successive rating downgrades. The deleverage process has also affected the London Branch business 28 Interim Report BANCO ESPÍRITO SANTO performance. Under the difficult current environment, London Branch has adjusted its balance sheet with a 44% reduction in assets year-on-year and by 29% in the loan portfolio with a consequent contraction of the banking income and net income. At Banque Espírito Santo et de la Vénétie (France) results reached EUR 10.4 million, representing a year-onyear increase of 3%. This result, supported by a banking income of EUR 22.4 million (+11% YoY), is due to a strong performance in traditional commercial activity and to positive results from new activities. General administrative costs grew by 19% as a consequence of the increase of permanent employees as the expansion policy continues. Net income reached EUR 6.2 million (102% above the same period in 2010). During this period Espírito Santo Bank (USA) performance continued to be constrained by the difficult scenario that has been affecting South Florida, principally the property market which continuous to struggle. Deposits reached USD 477 million (+3% compared with December 2010) 39% of which is current account deposits. Customer loans reached USD 412 million, a rise of USD 37 million compared with last year’s results. Liquidity levels remain high with the Credit/Deposit ratio reaching 83%. The broker/dealer ES Financial Services grew by 7.2% as a result of a diverse and consistent range of asset management products aiming to satisfy the clients’ financial needs. Assets under management reached USD 1.3 billion at the end of June 2011. Net income of 1H 2011 totalled USD 2.6 million. BES New York Branch (USA) focuses its activity on wholesale banking, mainly in the US and Brazil. In the first half of the year, following consecutive rating downgrades of the Republic of Portugal the consequent difficulties in accessing capital markets had a negative impact on the distribution of the certificates of deposit and commercial paper programmes. Adverse market conditions required increased caution and focus on risk monitoring, in accordance with the Group’s international strategy. The Branch achieved a result of EUR 6.7 million, despite the credit loan portfolio reduction (-63% YoY) and the consequent balance sheet reduction (50%), in line with the established deleverage plan. In the first half of 2011, Banco Espirito Santo Angola (Angola) maintained its position as the second largest private owned commercial bank operating in Angola. The dynamic growth however continued to be strongly affected by the macroeconomic environment and also by the changes to the financial and prudential reporting rules (bringing in line with best practices). BES Angola consolidated its credit cards business line (BESA Collection) in line with an expanded range of products and services offered to its individual and corporate clients, namely new saving plans directed to target segments. During this period, BES Angola continued to be in the international spotlight, receiving the following distinctions: (i) ‘Best Trade Finance in Angola 2011’ (Global Finance); (ii); Best Foreign Exchange Provider 2011’ (Global Finance); (iii) ‘Best Emerging Market Bank 2011’ (Global Finance); and (iv) ‘Best Commercial Bank in Angola’ (World Finance). At the end of June 2011, net income reached EUR 5,966 million, a 8% year-on-year increase; customer funds rose 6 % to EUR 2,209 million and customer loans increased by 32% to EUR 3,221 million. Commercial banking income grew by 40% to EUR 159 million underpinned by a 65% increase in net interest income. The operational costs increased by 6% although maintaining high efficiency levels. The net income reached EUR 115.5 million representing an increase of 50%. 29 Interim Report BANCO ESPÍRITO SANTO BES Cape Verde Branch focuses on local corporate banking activities with particular focus on public companies and Portuguese companies with business links to the Cape Verde Islands and also on the local affluent market. In June 2011 another branch opened in Santa Maria (Sal Island). During the second quarter of the year, customer funds rose by 15% and customer loans by 100% impacting positively on Commercial Banking Income and Net Income rising from the previous quarter. Cape Verde Branch continues to operate, with an activity focused in loans to non resident entities. Banco Espirito Santo do Oriente (Macao) showed in the first half of this year a significant decrease compared with the same period a year earlier, mainly on customer loans explained by the deleveraging plan and its increased selectivity in terms of new customer loans. These new measures yielded a decrease of 42% YoY (in EUR million) in customer loans. The Bank’s principal focus was on trade finance operations, taking advantage of the Group’s presence in Africa, Latin America and Europe and using Macao as a business platform between China and Portuguese speaking countries. Deposits growth has a strong importance in the current context and this business unit has been developing several initiatives with institutional clients and local funds in order to sustain a high level of customer deposits. During the first half of 2011 the Group has continued to roll-out its international expansion plan. One of the main highlights of the semester was the acquisition of 25.1% of Moza Bank (Mozambique), with BES being a part of the management team. This business unit has an ambitious expansion plan and is located in a market that, though still small in size, has significant growth opportunities. 4.2.5 Investment Banking Investment banking services include, as well traditional banking services such as loan granting and deposit taking, advisory services in project finance, mergers and acquisitions, restructuring and consolidation of liabilities, preparation and public or private placement of shares, bonds and other fixed-income and equity instruments, stock broking and other investment banking services. 30 Interim Report BANCO ESPÍRITO SANTO Investment Banking EUR million Jun,10 Jun,11 Chg% BALANCE SHEET Gross Customer Loans 2 387 2 269 -4.9% On-Balance Sheet Customer Funds 1 438 1 279 -11.1% Commercial Banking Income 113.2 116.4 2.8% Capital Mkts & Other Results 14.7 2.4 -83.7% Banking Income 127.9 118.8 -7.1% Operating Costs 63.2 85.1 34.7% Provisions 21.6 24.3 12.5% 43.1 9.4 -78.2% 49.4% 71.6% 22.2 INCOME STATEMENT Income Before Tax Cost to Income pp Despite measures taken to mitigate the effects of the current adverse market environment banking income reached EUR 118.8 million, a decrease of 7.1%, when compared to the same period a year earlier. Results were penalised by trading performance. Commercial banking income however rose by 2.8% compared the H1 2010 resulting from the focus on commission business. Pre-tax profits reached EUR 9.4 million, decrease year-onyear by 78.2% reflecting, above all, the need for the prudent strengthening of provisions against loans impairments in Portugal and Spain. The consolidation of Execution Noble also contributed to the decrease in results through the respective increases in costs associated with the consolidation. Mergers and Acquisitions – The main operations were: in Portugal (i) the acquisition of a 55% stake in Saludães Produtos Alimentares; (ii) the sale of 34.98% of the holding company controlled by Grupo SPAL; and (iii) the acquisition by Secil of Lafarge Betões; in Spain (iv) the Logica group’s acquisition of the control of Informática Gesfor; (v) TDR Capital and Capricorn Associate’s divestment of Pizza Marzano; and (vi) Grupo ContourGlobal in the acquisition of a 800MW combined cycle plant from Grupo Gas Natural (the operation is still dependent on regulatory approval). In Brazil the following operations took place: (vii) Monteiro Aranha in the sale of its stake of 20.6% in Owens-Illinois do Brasil Indústria e Comércio, Owens-Illinois do Brail e Companhia Industrial São Paulo e Rio – Cispor for the total amount of USD 140 million; (viii) divestment of 50% by Atech Negócio in Technolgias Group Mbraer Defesa e Seguros, and (ix) the sale by SAG of a 47% stake in Unidas to Vinci Capital Partners investment fund, Gávea Investmentos and Kinea Investimentos through a BRIL 300 million capital increase. At the end of the first half of the year BESI was ranked in the M&A market: #1 in Portugal by the number of announced transactions (Mergermarket/Bloomberg), #2 in the Iberian market by number of announced transactions (Bloomberg) and #2 in the Brazilian market by the number of completed transactions (Mergermarket). 31 Interim Report BANCO ESPÍRITO SANTO Project Finance – the principal operations were; (i) financial advice to the government of South Africa through the governmental agency of the South African National Roads Agency limited on the motorway concession N1N2 Winelands Toll Highway. (ii) Gestamp Wind – Leader in the restructuring of bridging loans to wind farm projects in the state of Pernambuco in BRL 116 million; (iii) Rio Maderia – Guarantor for BNDES for the guarantee of bridging loans for the amount of BRL 450 million for the construction of 2,400 km of power cables linked to the hydroelectric project at Santo António e Jirau; (iv) Renova – Guarantor for BNDES for the guarantee of bridging loans for the amount of BRL 410 million for 4 wind farms regarding energy auctions by the Federal Government of Brazil; (v) Hidrotérmica - Guarantor for BNDES for short term financing of BRL 158 million for the construction of two small hydro power plants in Brazil – Boafé and Autódromo; (vi) the structuring for the financing of CRT through the issuance of a project bond for the amount of BRL 484 million; (vii) PV Loiral, Produção de Energia, Lda – Mandated Lead Manager in the structuring and financing in EUR 14 million for the construction of a photovoltaic solar park on the island of Madeira in 7.2MW. Acquisition Finance and Other Finance Operations - The main operations were: (i) in Portugal as Mandated Lead Arranger and Agent in the financing transaction in EUR 10 million for Águas do Ribatejo for its activity expansion plans; (ii) in Brazil as Lead Co-ordinator in the structuring and syndication of the financing of Ouro Verde Transporte e Locação Ltda in BRL 65 million through the issuance of debentures. Equity Capital Markets – The principal operations were: (i) in Spain, Sole Bookrunner, the IPO of Cátenon no Mercado Alternativo Bursátil (MAB), the only share placement in the market during the first six months of 2011; (ii) in Poland, acted as Joint Bookrunner in the privatisation of 12.1% of Banco BGZ in PLZ 312 million; (iii) in Brazil as Co-Lead Manager in the Block Trade sale of shares in Banco Bradesco in the sum of BRL 3.2 billion. Debt Capital Markets – In Brazil the investment bank acted as (i) Bookrunner in the issuance of debentures for Ouro Verde to the amount of EUR 165 million; (ii) Join Bookrunner in the issuance of debentures by TCI for the value of BRL 66 million; (iii) Co-Manager for the issuance of promissory notes by FIDC do Banco Pine for the sum of BRL 207 million; (iv) coordinator in the issuance of promissory notes by CRT in BRL 484 million; (v) Coordinator in the issuance of promissory notes by Ongoing Participações for the sum of BRL 60.5 million; (vi) Leading coordinator in the issuance of promissory notes by Ejesa for the amount of BRL 87 million; (vii) Coordinator of deal between FIDC and OMNI in the amount of BRL 87 million; and (viii) coordinator for the issuance of debentures by Rodoanel for the sum of BRL 75 million. In Portugal, BESI acted as the sole Lead Manager for the EUR15 million senior debt issue of Ascendi Financing B.V. Brokerage – BESI maintained its market leadership in Portugal where it claimed an 11.8% market equity share, BESI was ranked 4th on the Madrid Stock Exchange with a market share of 6.8%. In Brazil BESI continues to improve its market share and was ranked 23rd at the end of the reporting period with a market share of 1.6%. In Poland the Bank rose to 12th place in the stock market ranking with a market share of 2.5%. Private Equity – The main operations were (i) the investment, via Fundo SES Ibéria in conjunction with other partners, in the Owners Buyout of a 25% stake in GLT, a Spanish company that provides services to the public transport network; (ii) the full capital acquisition of PV Loiral, Lda by Globalwatt SGPS in 50:50 participation by 32 Interim Report BANCO ESPÍRITO SANTO Espirito Santo Infrastructure Fund – I (managed by Espírito Santo Capital) and by Grupo Salvador Caetano. PL Loiral is the licence holder in the prject for the development of the 7.2 MW photovoltaic solar park on the island of Madeira. At the beginning of July BESI received the prize for the ‘Best M&A House in Portugal’ and ‘Best Equity House’ in 2011 by Euromoney. BESI’s research team (Espírito Santo Investment Bank Research) was also awarded by receiving the ‘Best Financial Analyst in Portugal’ by Deloitte at the IRG Awards 2011 and ‘Insurance Analyst of the Year’ award during the Insurance Day Market Awards 2011. These distinctions continue to demonstrate the Bank’s commitment to excellence. 4.2.6 Asset management This segment includes all the asset management activities of the Group, essentially carried out by Espírito Santo Activos Financeiros (ESAF), within Portugal and abroad (Spain, Luxembourg, United Kingdom, Angola, and Brazil). ESAF’s product range covers mutual funds, real estate funds and pension funds, besides providing discretionary and portfolio management services. Asset Management EUR million Jun,10 Jun,11 Chg% 19 673 18 284 -7.1% Banking Income 28.6 29.5 3.1% Operating Costs 12.2 11.1 -9.0% 0.0 0.8 …. 16.4 17.6 7.3% 42.7% 37.6% -5.1 ASSETS UNDER MANAGEMENT INCOME STATEMENT Provisions Income Before Tax Cost to Income pp In the first half of 2011 Assets under Management reached EUR 18.3 billion, a year on year decreased of 7.1%. Due to the recession in the financial markets it has to be considered that, in Portugal, a strong reduction in the volume of investment funds management (-17%), asset management (-14.7%) and fixed asset funds (-7.7%), countered only by the acquisition in Spain of Gespastor SGIIC, Spain (formally owned by Banco Pastor), where Assets under Management rose 77%. The international activities saw, at the end of the period, more than EUR 3.9 billion of Assets under Management, reflecting an increase of 46%. To adapt to market needs and after the success achieved in previous years with the issue of ES Income funds, another 5 funds with similar characteristics were issued which, however, were not sufficient to reverse the trend of a decrease in Assets under Management. 33 Interim Report BANCO ESPÍRITO SANTO 4.2.7 Markets and Strategic Holdings This segment oversees the global financial management activity of the Group, which includes the raising and placing of funds in the financial markets, as well as investment in and risk management of credit, interest rate, FX and equities, both strategic and relating to the current activities in the financial markets. It also includes the activities with non-resident institutional investors and the subsequent effects incurred from strategic decisions impacting indirectly with the Group as a whole. Markets and Strategic Holdings EUR million Jun,10 Jun,11 Chg% INCOME STATEMENT Banking Income 168.2 305.2 81.5% Operating Costs 23.4 25.2 7.7% 104.6 283.2 170.7% 40.2 -3.2 -108.0% Provisions Income Before Tax The performance of this segment is affected by non recurrent operations during the period. Subsequently, the banking income is also influenced by the gains obtained from these transactions, whose result (+EUR 137million) was fully absorbed by the additional provisions (+EUR 178.6 million) allocated to this particular business area, leading to a loss of EUR 3.2million. 34 Interim Report BANCO ESPÍRITO SANTO 5. FINANCIAL STRENGTH AND OTHER INDICATORS 5.1. Asset Quality The table below summarises credit, overdue and doubtful loans, credit provisions , as well as overdue loans and coverage ratios relating to December 2010, March 2011 and June 2011. Asset Quality Dec. 10 Mar. 11 Jun. 11 Change 10 / Jun. 11 absolute Dec. relative EUR million Gross loans Overdue Loans Overdue Loans +90d Overdue and Doubtful Loans (BoP) Provisions for Credit (a) 52 606 1107 1027 1439 1777 51 652 1232 1123 1542 1790 51 701 1337 1216 1674 1983 - 905 230 189 235 206 2.10 1.95 2.74 160.6 173.0 123.5 3.38 2.38 2.17 2.99 145.4 159.4 116.1 3.47 2.59 2.35 3.24 148.3 163.0 118.4 3.83 0.49 p.p. 0.40 p.p. 0.50 p.p. -12.3 p.p. -10.0 p.p. -5.1 p.p. 0.45 p.p. 0.67 0.63 0.63 0.58 1.18 1.12 0.51 p.p. 0.49 p.p. -1.7% 20.8% 18.4% 16.3% 11.6% Indicators (%) Overdue Loans / Gross Loans Overdue Loans +90d / Gross Loans Overdue and Doubtful Loans / Gross Loans Coverage of Overdue Loans Coverage of Overdue Loans + 90d Coverage of Overdue and Doubtful Loans Provisions for Credit / Gross Loans (a) Provision Charge Provision Charge net of Recoveries (a) According to Circular Letter 99/2003/DSB of BoP As a consequence of the recessionary environment, the extremely restrictive financial and fiscal policies and the implementation of the deleverage plan, Overdue Loans ratio over 90 days rose to 2.35% in the first half of the year (March 2011: 2.17%, December 2010: 1.95%%), with the respective coverage reaching 163.0% (March 2011: 159.4%, December 2010: 173.0%) Total credit provisions (Provisions for credit/Gross Loans) continued to improve, namely through the additional charge led by the worsening of the Portuguese economic forecasts, reaching 3.83% of the Gross Loans (March 2011: 3.46%, December 3.38%). The provisions charge in the period rose to 1.18% (0.69% excluding the additional charge), which compares to 0.63% in the first quarter of the year and 0.67% in the full year 2010. Overdue loans are deteriorating across the board, with mortgage overdue loans continuing to increase at a slower rate, reaching 0.82% but still below 1%. 35 Interim Report BANCO ESPÍRITO SANTO Asset Quality Detail Dec. 10 Mar. 11 Jun. 11 change Dec. 10 / June 11 (p.p.) Overdue Loans Individuals - Mortgage - Other Purposes Corporate 2.10% 1.44% 0.80% 4.08% 2.36% 2.38% 1.52% 0.84% 4.46% 2.72% 2.59% 1.51% 0.82% 4.55% 3.00% 0.49 0.07 0.02 0.47 0.64 According to the latest statistics published by the Bank of Portugal (May 2011), the Group’s overdue loans ratios compare favourably with those of the Portuguese banking sector, which show an average overdue loans ratio of 4.1% for corporate clients (BES Group 3%), 1.6% for mortgages (BES Group 0.8%) and 8.5% for other loans to individuals (BES Group 4.6%). 5.2. Liquidity, Solvency and Financial Strength 5.2.1. Liquidity After a two year period of maintaining the reference rate at historical lows, ECB raised the refi rate from 1.0% to 1.25%. This rise was justified by the need to adjust the expansionary monetary policy adopted in the recent past, and the ECB reaffirmed its objective to maintain price stability and control inflationary pressures. The approval of the assistance package to Portugal did not allay market fears around the peripheral economies, spreading to other peripheral EU economies, namely Spain and Italy. This feeling of uncertainty continued throughout the second quarter and culminated in July with an increase in the support for Greece and the lengthening of maturities on loans provided to Greece, Ireland and Portugal. Sovereign debt yields of Greece, Portugal and Ireland reached historical maximums at the end of the second quarter, peaking at the beginning of July. The situation was worsened by cuts in ratings in April, with Fitch reducing Portugal sovereign rating by 3 notches to BBB- and Moody’s to Baa1. In July Moody’s cut further the sovereign rating of the Republic of Portugal to Ba2 (outlook negative). The banks were also affected by these downgrades; Moody’s reduced its rating on BES to Baa2 in April and Ba1 in July (one notch above that of the Republic of Portugal). In April, the Canadian rating agency DBRS initiated coverage of BES with a rating of A (low), downgrading to BBB (high) in May as a result of the soverign rating downgrade to the same level. During this period, access to the REPO facilities at the ECB continued to be fundamental to offset the inaccessibility to the financial markets in the short and medium term. At the end of the quarter the amount outstanding with the ECB increased EUR 2.5 billion versus the previous quarter to EUR 8.3 billion, explained by the EUR 1.1 billion redemption of medium and long term debt maturing during the quarter (on the first half of 36 Interim Report BANCO ESPÍRITO SANTO the year, 86% of the medium and long term debt maturing in 2011 was redeemed, totalling EUR 4.3 billion) and the non renewal of short term lines. These effects were not fully compensated by the deleverage programme currently under way, nor by the EUR 1.4 billion increase in deposits in the second quarter that have increased their weight in the Group’s funding structure to 56%. The portfolio of securities eligible for repo operations with Central Banks or in general repo market was strengthened during the 2nd quarter in about EUR 2.6 billion. In total, the Group’s portfolio of repoable securities reached EUR 16.9 billion at the end of June 2011, of which EUR 13.2 billion are eligible for repo with the ECB. This amount includes total exposure to Portuguese sovereign debt of EUR 3.3 billion (of which EUR 3 billion with a maturity less than one year). As to exposures to other peripheral countries, BES had an exposure to Spain of EUR 10 million and no exposure to the Irish, Greek or Italian public debt. 5.2.2. Solvency The solvency ratios of BES Group are calculated in accordance with Basel II regulations. BES has been authorised by the Bank of Portugal to use the Internal Ratings Based (IRB) approach for credit risk and the Standardised Approach – TSA method for operational risk and TSA method for operational risk from the first quarter of 2009 onwards. The IRB approach implies the use of internal estimates of default probabilities as well as estimates of loss given defaults and conversion factors for the retail segments (IRB Advanced). For the remaining segments the same authorisation allows for the use of internal estimates for default probabilities (IRB Foundation). 5.2.3. Basel III recommendations As of the end of the third quarter 2010, the Basel Committee on Banking Supervision made a number decisions regarding the general functioning of the global financial system, that have resulted in a set of recommendations, entitled Basel III. Banks will have a transition period (from 1 January 2013 to 1 January 2019) to comply with the rules, aimed at strengthening solvency of financial institutions and preventing financial crises in the future. Basel III rules have established the following regulatory framework to be gradually implemented until 1 January 2019: • minimum level for Core Tier 1 at 7%, (4.5% minimum common equity and 2.5% capital conservation buffer); • minimum level for Tier 1 at 8.5%, (6.0% minimum and 2.5% capital conservation buffer); • total capital ratio at 10.5%; • introduction of a countercyclical buffer, ranging from 0% to 2.5% of common equity, under conditions to be defined by the national regulatory authorities; 37 Interim Report BANCO ESPÍRITO SANTO • transition period defined for the absorption of deductions to capital not eligible under BIS III and for the new deductions to capital; and • definition of the leverage and liquidity ratios (short and long term) in certain conditions, to be defined. The BES Group continues to closely follow the development process for the future regulatory framework, as well as all the efforts carried out to define the final rules for new capital ratios. Therefore, based on the available information, BES is already developing internal studies regarding the impacts of the new regulations and the strategy to comply with the new requirements defined in the document released by the Basel Committee on 16 December 2010. This regulation is subject to approval by the European Commission and transcription into Portuguese law. During the second quarter, as required by the signing of the Memorandum of Economic and Financial Policies (MEFP) between the Government of Portugal, the European Commission, the European Central Bank and the International Monetary Fund, the Bank of Portugal published its Notice 3/2011 where new minimum levels for Core Tier I were set: 9% by December 2011 and 10% by December 2012. 5.2.4. Financial Strength: Capital Ratios The table below provides the relevant information on risk weighted assets, regulatory capital and capital ratios under the BIS IRB II, as of 30 June 2011 and 31 December 2010. Risk Weighted Assets and Regulatory Capital EUR million Dec. 10 Jun. 11(1) Risk Weighted Assets (A) 68 802 66 431 Banking Book Trading Book Operational Risk 60 610 4 219 3 973 59 482 2 976 3 973 Regulatory Capital (B) 7 798 7 644 Tier I Capital ( C) 6 040 5 416 624 6 127 5 445 682 (10%) (13%) 1 758 1 517 Core Tier I (D/A) 7.9% 8.2% Tier I (C/A) 8.8% 9.2% Total (B/A) 11.3% 11.5% - Core Tier I (D) - Other (Pref Shares / Tier I) Tier II and Deductions (1) preliminary figures Risk weighted assets decreased EUR 2.4 billion in the 1H2011, of which EUR 1.1 billion in the Banking Book and EUR 1.2 billion in the Trading Book. 38 Interim Report BANCO ESPÍRITO SANTO Core Tier I increased when compare to 2010. The reduction in total regulatory capital due to the lower contribution from subordinated debt. Core Tier I rose (+30bp) in the semestre to 8.2%, the Tier I ratio rose (+40 bp) to 9.2% and the total solvency ratio remained unchanged at 11.5%. During the first six months of the year the international rating agencies made a number of adjustments to the Group’s rating as a consequence of the downgrade of the sovereign rating of the Republic of Portugal. As of 30 June 2011 the BES Group’s rating stood at: • Standard and Poor's - long term rating of BBB-, having removed the negative credit watch; short term rating of A3; negative outlook was maintained. • DBRS – long term rating of BBB (high) with negative outlook, short term rating at R-2 (high) also with negative outlook; intrinsic assessment of A; • Moody's (revised 15 July 2011) - long term rating of Ba1; short term NP; credit watch negative. Stress Test On the 15 July the Bank of Portugal announced the results of the EU wide stress test for 2011 lead by the European Banking Authority (EBA) and the ECB. The results published refer to Espírito Santo Financial Group (ESFG) but which were based on the results of the BES Group. ESFG fully consolidates BES which makes up 97% of its consolidated assets. The results calculated for the BES Group, based on the assumptions and methodology defined by the EBA and ECB, confirm a Core Tier I of 6.2% in 2012 under the adverse scenario, without any mitigating measures, which compares with a level of 7.4% at the end of 2010 and against a benchmark of 5%. Including the mitigating measures that were completed by the 30th April, the BES Group’s Core Tier I reached 7.0% in 2012 under the adverse scenario. When all mitigating measures completed until 15 July are taken into account the Core Tier I in 2012 under the adverse scenario rises to 7.2%, a figure that compares favourably to the more conservative benchmark of 6.0%. Considering all mitigating measures that will be completed by the end of the year BES Group Core Tier 1 reaches 7.5% under the adverse scenario in 2012. Stress Tests Results Core Tier I as of December 2012 - adverse scenario Excluding all mitigating measures 6.2% Including mitigating measures up to 30 April 2011 7.0% Including mitigating measures up to 31 July 2011 7.2% Including mitigating measures up to December 2011 7.5% 39 Interim Report BANCO ESPÍRITO SANTO Main Equity Stakes in the Available for Sale Portfolio The principal equity exposures held in the Available for Sale (AFS) portfolio indicate a potential loss of EUR 162 million. Main Equity Stakes in the Available for Sale Portfolio EUR million Gross Potential Gains and Losses Dec. 10 Jun. 11 Banco Bradesco 170.2 - EDP - Energias de Portugal -49.9 -20.1 -7.3 -146.8 7.3 5.2 120.3 -161.7 Portugal Telecom B. Marocaine Com. Exterieur In accordance with the current regulatory framework, potential losses are deducted from Core Tier I, adjusted by deferred tax assets, while only 45% of gross potential gains on securities are eligible as Tier II capital. 40 Interim Report BANCO ESPÍRITO SANTO 5.3. Bank of Portugal Reference Indicators The table below lists the reference indicators under Bank of Portugal instruction 16/2004 for the first half of 2011 and compares with the same period in 2010. Bank of Portugal Reference Indicators % 1H10 Solvency 1H11 (f) Regulatory Capital / RWA (a) Tier I Capital / RWA (a) 11.2 11.5 8.4 9.2 2.4 3.2 -0.8 -0.6 10.2 5.8 2.7 3.1 0.8 0.5 49.3 45.7 26.2 24.6 Asset Quality Overdue and Doubtful Loans (b) / Gross Loans (c) Overdue and Doubtful Loans, net / Net loans (c) Profitability Income before Tax and Minorities / Average Equity Banking Income (e) (d) /Average Net Assets Income Before Tax and Minorities / Average Net Assets Efficiency General Admin Costs (e) + Depreciation / Banking Income Staff Costs / Banking Income (a) (e) Calculated under IRB Foundation (b) According to BoP Circular Letter 99/2003/DSB (c) Credit net of Provisions for Overdue Credit and for Doubtful Credit (d) Includes average Minority Interests (e) According to BoP Instruction n.16/2004 (f) (e) 1H11 infromation is preliminary The indicators confirm the following: (i) solvency ratios are in line with the Bank of Portugal’s recommended minimum levels; (ii) credit quality indicators deteriorated though provisions exceed the overdue and doubtful loans; (iii) profitability indicators are lower year-on-year due to lower banking income, caused by the increase in provisioning, and (iv) efficiency levels increased due to operating costs increasing at a slower rate than the increase in banking income. 41 Interim Report BANCO ESPÍRITO SANTO 6. Main Risks and Uncertainties in the second half of 2011 The attached Notes to the Financial Statements contain a description of the management approach to the main activity risks (credit, market, liquidity and operational risk) to which BES Group and BES are exposed through the regular development of their activities. We would first highlight the prospects for the second half of the year which the second quarter’s performance permits to anticipate. As referred in the Economic Overview chapter, the second quarter of 2011 was marked by the deterioration of sovereign risk in Europe. This deterioration, combined with new concerns raised over the US budgetary situation and fears over a deeper than expected slowdown of global economic activity due to an environment of reduced levels of liquidity, further worsened economic sentiment. Adding to this context, the execution of the plan agreed with the EC, the ECB and the IMF as a result of the Portuguese government’s request for financial assistance - whose restrictive effects on families and companies should start to be felt with increasing acuteness in the last four months of the year - poses new constraints and challenges to the development of banking activity. Main risks and uncertainties that may affect the activity and results of BES Group during the second half of 2011: • the solutions which the European policy makers come forward with for the Euro Zone countries as a whole, and the markets’ perception as to whether these solutions are the most adequate to tackle the current sovereign financial crisis; • the Portuguese Government’s level of success in achieving the goals and commitments agreed with the EC/ECB/IMF under the Economic and Financial Policy Memorandum, and consequent restoration of Portugal’s credibility within the international community; • the increase in the Portuguese banking sector’s difficulties of access to the money and financial markets if the measures referred to in the two preceding paragraphs fail to produce the desired effects; • the likelihood that Portugal will face a recession in 2011 and 2012; • compliance with the new Core Tier I ratio requirements – 9% in December 2011 and 10% in December 2012; • the general evolution of the financial markets and how this impacts the Group’s assets. 42 Interim Report BANCO ESPÍRITO SANTO Faced with these prospects, BES Group’s activity in the second half of the year should thus be developed according to the following guidelines: • continued balance sheet deleveraging to achieve new improvements in the Credit / Deposits ratio; • broadening and intensification of the commercial strategy of attracting customer funds with an emphasis on deposits; • prudent financial management, maintaining adequate liquidity levels and adapting asset and liability management to the current context; • continued implementation of measures to reinforce the capital ratios, as considered necessary; • maintaining a selective credit policy and reinforcing the risk mitigation and control mechanisms; • reinforcement and development of initiatives to improve efficiency and productivity. 43 Interim Report BANCO ESPÍRITO SANTO 7. Activity and Results of Banco Espírito Santo 7.1. Business Performance and Asset Quality BES’s activity in the first half of 2011 was also conditioned by the implementation of the deleveraging programme which led to a EUR 1.4 billion reduction in assets, underpinned by: reductions in assets held for trading (-EUR 805 million), assets at fair value (- EUR 664 million), and assets held to maturity, and a reduction in customer loans (-EUR 360 million). Customer loans decreased across all segments, but particularly in Other loans to individuals (-6.3%, YoY) and corporate loans (-3.2%), due to the deleveraging programme. Concerning on-balance sheet customer funds, deposits grew by an expressive 30.0% year-on-year (+EUR 6.7 billion), while debt securities (mainly certificates of deposit) placed with institutional clients fell sharply (-EUR 4.7 billion) as a result of the successive downgrades of the rating of the Portuguese Republic. Off-balance sheet customer funds decreased by 11.4% due to reductions in portfolio management and bancassurance. Activity Indicators eur million Jun.10 Dec.10 Jun.11 chg % Net Assets 77 919 75 964 74 579 -4.3% Customer Loans 43 114 42 237 41 876 -2.9% Loans to individuals - Mortgage - Other Loans to Individuals 11 299 8 621 2 678 11 302 8 615 2 687 11 078 8 568 2 510 -2.0% -0.6% -6.3% Corporate Lending 31 815 30 935 30 798 -3.2% 48 030 47 437 48 078 0.1% 31 184 31 232 33 156 6.3% 22 402 26 604 29 119 30.0% Debt Securities placed with Clients 8 782 4 628 4 037 -54.0% -Off-Balance Sheet Customer Funds 16 846 16 205 14 922 -11.4% Total Customer Funds - On-Balance Sheet Customer Funds Deposits As a reflex of the economic recession, the extremely restrictive financial and fiscal policies and the implementation of the deleveraging plan, the overdue loans ratio (>90 days) increased to 2.69% (Dec. 10: 2.30%), while the corresponding provision coverage dropped to 156.5% (Dec.10: 163.5%). There has been a consistent favourable evolution in the ratio of total balance sheet provisions to total loans, which reached 4.20% on 30 June 2011 (Dec. 10: 3.76%). 44 Interim Report BANCO ESPÍRITO SANTO Asset Quality Jun,10 Dec,10 Jun,11 Change Absolute % (EUR million) Customer Loans (gross) Overdue Loans Overdue Loans > 90 days (a) Overdue and Doubtful Loans (BoP) Provisions for Credit 43 114 944.4 861.4 1229.4 1501.6 42 237 1036.9 972.7 1379.5 1590.0 41 876 1228.0 1124.9 1577.3 1760.6 - 361 191.1 152.2 197.8 170.6 2.19 2.00 2.85 2.45 2.30 3.26 2.93 2.69 3.77 0.48 0.39 0.51 159.0 174.4 122.2 3.48 153.4 163.5 115.3 3.76 143.4 156.5 111.5 4.20 -10.0 -7.0 -3.8 0.44 0.61 0.65 1.17 0.52 -0.9% 18.4% 15.6% 14.3% 10.7% (%) Overdue Loans/Customer Loans (gross) Overdue Loans> 90 days/ Customer Loans (gross) Overdue & Doubtful Loans / Customer Loans (gross) (a) Coverage of Overdue Loans Coverage of Overdue Loans > 90 days Coverage of Ovedrue Loans & Doubtful Loans Provisions for Credit (Balance) / Customer Loans P&L Credit Provision / Gross Loans p.p. p.p. p.p. p.p. p.p. p.p. p.p. p.p. (a) According to BoP circular letter nº 99/03/2003 7.2. Operating Conditions, Efficiency and Profitability BES posted a net loss of EUR 38.8 million in the first half of 2011. This result translates the prudent provisioning policy implemented, with the provision charge in the period being EUR 185.9 million higher than in the first half of 2010. 45 Interim Report BANCO ESPÍRITO SANTO Activity Results EUR million Jun,10 Jun,11 304.9 Change Abs. % Net Interest Income 353.2 + -48.3 -13.7% Fees and Commissions 242.5 234.6 -7.9 -3.3% = Commercial Banking Income 595.7 539.5 -56.2 -9.4% + Capital Markets and Other Results 149.7 205.0 55.3 37.0% = Banking Income 745.4 744.5 -0.9 -0.1% - Operating Costs 423.2 414.1 -9.1 -2.1% = Operating Income 322.2 330.5 8.2 2.5% - Net Provisions 199.9 385.8 185.9 93.0% Credit 132.1 244.0 111.8 74.7% Securities 34.4 52.2 17.8 51.7% Other 33.4 89.7 56.3 168.8% 122.3 -55.3 -177.7 -145.2% -16.1 -30.9 -14.8 …. 138.4 14.4 14.4 - -38.8 -177.2 -128.0% = Income before Taxes - Taxes - Special tax on Banks = Net Income The commercial banking income dropped by 9.4% year-on-year, mainly on a 13.7% reduction of net interest income that translates the negative impact of a lower net interest margin. Capital markets and other results benefitted from the receipt of extraordinary dividends, growing by 37.0% and allowing total banking income to remain flat compared to June 2010. Operating costs dropped by 2.1%, backed by a 6.4% reduction in other administrative costs, namely travel expenses (-19.1%), retainer and legal costs (-17.3%), advertising (-15.4%) and studies and advisory services (13.3%). Provisions were reinforced by a total of EUR 385.8 million, of which 63% were provisions for loan impairments; the provision charge for impairments in securities was EUR 52.2 million, while other provision charges, almost entirely allocated to cover real estate received during the loan recovery process, reached EUR 89.7 million. In addition, the new tax on the banking sector introduced by Ministerial Order no. 121/2011 of 30 March increased the tax burden in the first half of 2011 by EUR 14.4 million. In terms of efficiency, the Cost to Income (with markets) improved due to the performance of total banking income, while the Cost to Income (without markets) mainly reflects the reduction in net interest income. Productivity and Efficiency Indicators Jun,10 Jun,11 Chg Cost to Income 56.8% 55.6% -1.2 p.p. Cost to Income (ex-markets) 71.0% 76.7% 5.7 p.p. 46 Interim Report BANCO ESPÍRITO SANTO 8. SUNDRY DISCLOSURES 8.1. Securities issued by BES and held by BES senior officers In compliance with Article 9 (1-a)) of CMVM regulation no. 5/2008, the table below lists the members of BES Corporate Bodies who on 30 June 2011 held shares or related financial instruments issued by BES Group. Shareholder Securities Ricardo Espirito Santo Salgado Securities held as of 31/12/2010 BES Shares Disposals Unit Price (EUR) Securities held as of 30/06/2011 1 384 333 20 20 BES Shares 357 008 Fiduprivate Shares António José Baptista do Souto Acquisitions 1 384 333 Fiduprivate Shares José Manuel Espírito Santo Silva Transactions in the 1H2011 Date BES Shares 12-04-2011 10 000 2,93 367 008 20 20 38 575 38 575 Jorge Alberto Carvalho Martins BES Shares 132 385 132 385 Aníbal da Costa Reis de Oliveira BES Shares 810 000 810 000 Manuel Fernando Espírito Santo Silva BES Shares 2 484 2 484 José Maria Espirito Santo Ricciardi BES Shares 21 789 21 789 Jean-Luc Louis Marie Guinoiseau BES Shares 110 363 25-02-2011 33 455 3,20 76 908 15-05-2011 76 908 2,50 0 Rui Manuel Duarte Sousa da Silveira BES Shares 2 315 2 315 Joaquim Aníbal B. Freixial de Goes BES Shares 88 805 88 805 Pedro Fernandes Homem BES Shares 0 0 Ricardo Abecassis Espirito Santo Silva BES Shares 50 000 50 000 Amílcar Carlos Ferreira de Morais Pires BES Shares 40 251 40 251 João Eduardo Moura Silva Freixa BES Shares 30 000 30 000 In compliance with Article 14 (6 and 7) of CMVM Regulation no. 5/2008, there follows a list of the transactions of Banco Espírito Santo S.A. shares or related financial instruments carried out during the first half of 2011 by members of its corporate bodies: Name Transaction Nº of Shares Unit Price Jean-Luc Guinoiseau Disposal José Manuel Espírito Santo Acquisition 386 700 616 933 1 084 2 259 2 340 2 673 3 300 4 164 5 000 5 000 5 000 1 559 584 1 916 1 941 2 500 2 499 3,196 3,196 3,196 3,196 3,196 3,196 3,196 3,196 3,196 3,196 3,196 3,196 3,196 2,9370 2,9330 2,9370 2,9370 2,9330 2,9330 2,9370 Market Date Exch 25-02-2011 Exch 12-04-2011 47 Interim Report BANCO ESPÍRITO SANTO Also for compliance with Article 14 (6 and 7) of CMVM Regulation no. 5/2008, the table below lists the transactions of BES shares or related financial instruments carried out during the first half of 2011 by other senior executives of BES or of companies having control over BES, or by persons having a close connection to the former. Shareholder António Manuel Marques Securities Securities held as of 31/12/2010 Movimentos em 2010 Date Acquisitions Disposals 2 069 Unit Price (EUR) 2,87 Securities held as of 30/06/2011 BES shares 2 240 05-01-2011 4 309 António Miguel Natário Rio-Tinto BES shares 4 892 Bernardo Leite Faria Espirito Santo BES shares 0 0 Carlos Manuel Garcia Calvário BES shares 26 277 26 277 Eduardo Nuno Sousa F. Moradas BES shares 0 0 Eugénio Fernando Quintais Lopes BES shares 8 763 8 763 4 892 Isabel Almeida Bernardino BES shares 13 931 13 931 João Filipe Martins Pereira BES shares 16 446 16 446 João Maria Mello Franco BES shares 25 272 25 272 Jorge Daniel Lopes da Silva BES shares 13 245 13 245 José Alexandre Pinto Ribeiro BES shares 17 000 17 000 Lourenço Vieira Campos BES shares 0 0 Luis Filipe Magalhães Palma Rodeia BES shares 2 678 2 678 Manuel José Dias de Freitas BES shares 13 370 13 370 Miguel Almeida Carvalho BES shares 0 0 Paulo António Padrão BES shares 4 554 4 554 Pedro Roberto Menéres Cudell BES shares 0 0 Rui José Costa Raposo BES shares Rui Manuel Fernandes Pires Guerra BES shares 705 07-04-2011 21 255 705 3.03 0 21 255 8.2. Qualified Holdings in BES Share Capital The table below lists the qualified holdings in BES share capital as at 30 June 2011, calculated under the terms of Article 20 of the Securities Code, for compliance with the provisions of Article 9 (1-c)) of CMVM Regulation no. 05/2008. 48 Interim Report BANCO ESPÍRITO SANTO June 2011 QUALIFIED STAKES N Shares ESPIRITO SANTO FINANCIAL GROUP, S.A (Luxembourg) - directly - through BESPAR, SGPS, S.A (controlled by Espirito Santo Financial (Portugal), SGPS, S.A., fully owned by Espirito Santo Financial Group S.A) - through members of its Board of Directors and Supervisory Bodies - through companies controlled directly and indirectly and/or members of its Board of Directors and Supervisory Bodies Total attributable CRÉDIT AGRICOLE, S.A (France) - directly Total attributable BRADPORT, SGPS, S.A* - directly Total attributable SLICHESTER INTERNATIONAL INVESTORS LIMITED (UK) - directly Total attributable PORTUGAL TELECOM, SGPS, S.A - directly - through members of its Board of Directors and Supervisory Bodies Total attributable ESPIRITO SANTO ACTIVOS FINANCEIROS, SGPS, S.A. -through ES Premium Fund Total attributable % Voting Rights 29 107 443 2.49% 466 666 666 3 213 134 40.00% 0.28% 8 166 666 507 153 909 0.70% 43.47% 126 076 650 126 076 650 10.81% 10.81% 70 583 333 70 583 333 6.05% 6.05% 69 151 582 69 151 582 5.93% 5.93% 30 585 108 129 056 30 714 164 2.62% 0.01% 2.63% 28 726 150 28 726 150 2.46% 2.46% * Portuguese company fully owned by Banco Bradesco (Brasil) 8.3. BES Treasury Stock Transactions involving the Bank’s own shares in the first half of 2011 related to the execution of the Variable Remuneration Plan based on Financial Instruments (“PRVIF”), which is an integral part of the remuneration policy of the members of BES’s Executive Committee approved by the General Meeting held on 6 April 2010. nº of Shares Balance Price (EUR) Total (euro thousand) - - - Shares purchased by BES 342 475 2.909 996 Balance as at June, 30 2011 342 475 2.909 996 Detailed information about this plan is provided in the Notes to the Financial Statements. 49 Interim Report BANCO ESPÍRITO SANTO 8.4. Recommendations of the Financial Stability Forum (FSF) and the Committee of European Banking Supervisors (CEBS) concerning the Transparency of Information and the Valuation of Assets In its Circular Letter no. 58/2009/DSB of 5 August 2009, the Bank of Portugal reiterated “the need for institutions to maintain adequate compliance with the recommendations of the Financial Stability Forum (FSF), as well as those issued by the Committee of European Banking Supervisors (CEBS), concerning the transparency of information and the valuation of assets, taking into account the proportionality principle”, as set out in Circular Letters no. 46/08/DSBDR of 15 July 2008 and no. 97/08/DSB of 3 December 2008. The Bank of Portugal recommends the inclusion in the reporting documents of a specific chapter or annex exclusively dedicated to the issues dealt with in the CEBS and FSF recommendations. This chapter aims to comply with the Bank of Portugal’s recommendation, including references to where the information provided may be found within the body of the Management Report or in the Notes to the Financial Statements, or, in the present case of an Interim Report, in other documents previously disclosed by BES Group, namely the 2009 and 2010 Management Reports and the Notes to the 2009 and 2010 Financial Statements. I. BUSINESS MODEL 1. Description of the Business Model A detailed description of the Group’s business model is provided in Item 3 of the 2010 Management Report, with no changes since the publication of the report. The performance of the Group’s main business areas (operating segments) may be found in Item 4.2 of the first half of 2011 Management Report and in Note 41. 2. Strategy and Objectives A detailed description of the Group’s strategy is provided in Item 3 of the 2010 Management Report, with no relevant changes in strategic guidelines since the publication of the report. The securitisation transactions are detailed in Note 43. 3., 4. and 5. Activities developed and contribution to the business Item 4.2 of the first half of 2011 Management Report and Note no. 4 contain detailed information about the activity developed and its contribution to the business. II. RISK AND RISK MANAGEMENT 6. and 7. Description and Nature of the Risks Incurred Item 5 of the 2010 Management Report describes how the Risk Management function is organised within BES Group; this information is still up to date. Note 45 contains diverse information that in total allows the market 1 The numbering refers to the Notes to the Interim Consolidated Financial Statements. 50 Interim Report BANCO ESPÍRITO SANTO to form a perception about the risks incurred by BES Group and the management mechanisms in place to monitor and control such risks. III. IMPACT OF THE PERIOD OF FINANCIAL TURMOIL ON THE RESULTS 8.,9.,10. and 11. Qualitative and quantitative description of the results and comparison of impacts between periods In 2010 there was an increase in sovereign risk that led to a substantial rise in risk premia, with impacts on the following areas: determination of EUR 117 million losses on credit instruments (item 6.4 d) of the 2010 Management Report); recognition of EUR 79 million negative fair value reserves for debt instruments (Note no. 19); increase in the cost of funding – a 16 bp differential between the interest rate on customer funds and the interest rate on customer loans had a negative impact of ca. EUR 110 million on net interest income. Activity during the first half of 2011 was conducted in a climate of deterioration of Portugal’s economic situation and prospects of a recession in 2011 and 2012, with a negative impact on risk. Consequently the Group decided to make an additional credit provision charge of EUR 126 million. The situation of the financial markets and sovereign risk context also impacted the fair value reserve and the performance of pension fund assets, whose value decreased in the period by EUR 373 million and EUR 60 million, respectively. 12. Decomposition of realised and non realised write-downs The profit and loss of assets and liabilities held for trading and of assets at fair value and assets available for sale are detailed by financial instrument in Notes 7 and 8 to the financial statements of the first half of 2011. In addition, non realised gains and losses on assets available for sale are detailed in Notes 20 and 39, while the most significant positions are decomposed in Note 20. 13. Financial turmoil and the price of the BES share Item 1.7 of the 2010 Management Report and item III.8 of the Corporate Governance Report present the BES share price performance. Item 2.7 of the first half of 2011 Management Report indicates the price of the BES shares on 30 June 2011, which decreased in line with the PSI20 index and with the shares of the other Portuguese banks. 14. Maximum loss risk Note 45 contains the relevant information about potential losses in market stress situations. 15. Debt issued by the Group and results Note 44 describes the impact of debt revaluation and the methods used to calculate its impact on the Results. 51 Interim Report BANCO ESPÍRITO SANTO IV. LEVEL AND TYPE OF EXPOSURES AFFECTED BY THE PERIOD OF TURMOIL 16. Nominal and fair value of exposures 17. Credit risk mitigators 18. Information about the Group’s exposures The turmoil occurred in the first half of 2011 and in 2010 resulted from the deterioration of sovereign risk in the peripheral Eurozone countries. As at 30 June 2011 BES Group’s total exposure to these countries’ public debt was EUR 3,320 million (Dec.10: EUR 2,286 million), of which EUR 3,310 million to Portugal (Dec.10: EUR 1,955 million), EUR 10 million to Spain (Dec.10: EUR 21 million), and EUR 0 to Greece (Dec.10: EUR 309 million, repaid on 14 January 2011). The Group had no exposure to Italian and Irish public debt during these periods. 19. Movement in exposures between periods The explanatory Notes (specifically Note 44 in 2010 and Note 45 in the first half of 2011) contain information comparing the exposures and results. Such information is considered sufficient taking into account the detail and quantification provided. 20. Non consolidated exposures All the structures related to securitisation operations originated by the Group are presented in Note 43. None of the SPEs was consolidated due to the market turbulence. 21.Exposure to monoline insurers and quality of the assets insured The Group does not have exposures to monoline insurers. V. ACCOUNTING POLICIES AND VALUATION METHODS 22. Structured Products These situations are described in Note 2 – Main accounting policies. 23. Special Purpose Entities (SPEs) and consolidation Disclosure available in Notes 2 and 43. 24. and 25. Fair value of financial instruments See the comments to item 16 of this Annex. Notes 2 and 44 contain the conditions for utilisation of the fair value option as well as the methodology used to value the financial instruments. 52 Interim Report BANCO ESPÍRITO SANTO VI. OTHER RELEVANT ASPECTS OF DISCLOSURE 26. Description of the disclosure policies and principles The BES Group, within the context of accounting and financial information disclosure, aims to satisfy all the regulatory requirements, defined by the accounting standards or by the supervisory and regulatory entities. At the same time, the Group aims to meet the best market practices in information disclosure, balancing the cost of preparing the relevant information with the benefit that it may provide to the users. From the information made available to the Group’s shareholders, clients, employees, supervisory entities and the public in general, we highlight the Annual, Interim and Quarterly Management Reports, the Financial Statements and the respective Notes, the Corporate Governance Report and the Sustainability Report. The financial statements, released on a quarterly basis, are prepared under IFRS that comply with the highest degree of disclosure and transparency and facilitate comparison to other domestic and international banks. The Corporate Governance Report and the Social Responsibility Report also provide a detailed view about the governing structure of the Group and the social responsibility assumed in light of the numerous challenges that the modern world faces, whether of an environmental or social nature, or pertaining to innovation and entrepreneurship. A detailed description of all the means used by the Group to communicate with the financial community is provided in item III.16 of the 2010 Corporate Governance Report. 8.5. Other • On 9 June 2011 BES held an Extraordinary Meeting of Shareholders that approved a partial amendment of the Company’s bylaws. BES had requested the Bank of Portugal permission to issue non-subordinated bonds with a Portuguese Republic guarantee of up to EUR 1.25 billion, with a three years maturity. The Bank of Portugal in turn requested that BES should change its by-laws in order to allow the Board of Directors to decide on increasing the share capital if that guarantee were to be executed. • Within the scope of the Economic and Financial Policy Memorandum signed by the Portuguese Government, the Portuguese banks are required to prepare a Financial Plan for the period of 2011 to 2015 setting out the strategy they propose to implement to strengthen capital ratios, deleverage the balance sheet and reinforce liquidity. This plan must include the following elements: 53 Interim Report BANCO ESPÍRITO SANTO Loan to Deposits Ratio Stable Funding Ratio Core Tier I Ratio % Date < 120% Dec,14 100% Dec,14 ≥ 9% Dec,11 ≥ 10% Dec,12 BES Group Plan was included in the Espírito Santo Financial Group Plan (ESFG), which is the entity under supervision on a consolidated basis, having been submitted to the Bank of Portugal on the 30 June. The Plan will be analysed and discussed with the Bank of Portugal and the representatives from EC, ECB and IMF. Furthermore, a Special Supervisory Programme has been established by these entities to validate the banks assets values and capital adequacy, which will incur, during the last four months of the 2011. 54 Interim Report BANCO ESPÍRITO SANTO 9. Declaration of Conformity with the Financial Information Reported In accordance with Article 246 (1-c)) of the Securities Code, the Board of Directors of Banco Espírito Santo, S.A., whose members are named hereunder, hereby declares that: I. the individual financial statements of Banco Espírito Santo, S.A. (BES) for the six-month periods ended 30 June 2010 and 2011 were prepared in accordance with the Adjusted Accounting Standards (AAS), as determined by Bank of Portugal Notice no. 1/2005, of 21 February 2005; II. the consolidated financial statements of Grupo Banco Espírito Santo, S.A. (BES Group) for the six-month periods ended 30 June 2010 and 2011 were prepared in accordance with the International Financial Reporting Standards (IFRS) adopted in the European Union and transposed into Portuguese legislation through Decree-Law no. 35 /2005, of 17 February; III. to the extent of their knowledge the financial statements referred in (i) and (ii) provide a true and appropriate image of the assets, liabilities, equity and earnings of respectively BES and BES Group, in accordance with the referred Standards, and were approved by the Board of Directors during the meeting on 29 July 2011; IV. the interim report relative to the six-month period ended 30 June 2011 refers the important events occurred during this period and their impact on the period’s financial statements, describing the main risks and uncertainties foreseen for the following six months. Lisbon, 29 July 2011 The Board of Directors Ricardo Espírito Santo Silva Salgado, Vice-Chairman of the Board of Directors and Chairman of the Executive Committee Amílcar Carlos Ferreira de Morais Pires, Member of the Board of Directors and of the Executive Committee 55 Interim Report BANCO ESPÍRITO SANTO BANCO ESPÍRITO SANTO, S.A..A. CONSOLIDATED BALANCE SHEET AS OF JUNE 30 2011 Jun,10 Dec,10 Jun,11 (eur '000) (eur '000) (eur '000) ASSETS Cash and deposits at Central Banks Deposits with banks Financial assets held for trading Financial assets at fair value through profit or loss Available-for-sale financial assets Loans and advances to banks (of which of the European system of Central Banks) Loans and advances to customers (Provisions) Held-to-maturity investments Financial assets with repurchase agreements Hedging derivatives Non-current assets held for sale Investment propreties Proprety and equipment Intangible assets Investments in associates Current income tax assets Deferred income tax assets Other assets TOTAL ASSETS 1 943 001 500 858 5 966 222 1 611 266 10 114 794 3 569 738 ( 425) 51 673 579 (1 681 539) 2 757 451 532 552 486 369 746 402 152 763 851 866 24 688 237 180 3 704 856 930 505 557 972 3 942 061 1 424 331 11 774 881 4 245 436 (1 200 424) 50 829 123 (1 776 988) 2 458 800 447 304 574 550 809 037 233 537 961 908 99 396 283 367 4 083 219 1 084 537 3 007 1 063 10 924 3 438 584 579 360 434 881 948 49 717 892 (1 982 632) 2 252 043 329 048 637 413 798 252 221 019 960 815 107 709 376 864 4 704 202 84 873 585 83 655 427 80 162 043 8 995 743 (6 861 735) 2 169 271 7 112 438 26 082 073 29 451 274 241 304 35 217 179 572 96 655 92 082 2 305 591 1 197 386 7 964 820 (5 218 306) 2 088 007 6 380 592 30 819 220 24 109 939 228 944 5 411 214 706 25 324 115 660 2 291 833 1 934 723 9 672 667 (8 346 495) 1 894 927 5 961 051 31 972 098 19 907 433 230 041 5 411 206 667 24 872 79 420 1 577 559 1 642 442 77 958 606 76 179 179 73 174 588 3 500 000 1 085 396 ( 24 971) 600 000 59 703 1 023 085 282 178 389 588 3 500 000 1 085 398 269 953 600 000 ( 9 580) 978 547 510 520 541 410 3 500 000 1 085 399 269 196 ( 997) 456 094 ( 382 951) 1 322 053 156 010 582 651 6 914 979 7 476 248 6 987 455 84 873 585 83 655 427 80 162 043 LIABILITIES Deposits from central banks (of which of the European System of Central Banks) Financial liabilities helding for trading Other financial liabilities at fair value through profit or loss Deposits from banks Due to customers Debt securities issued Financial liabilities to transferred assets Hedging derivatives Non core liabilities held for sale Provisions Current income tax liabilities Deleted income tax liabilities Capital instruments Subordinated debt Other liabilities TOTAL LIABILITIES EQUITY Share capital Share premium Other capital instruments Treasury stock Preference shares Fair value reserve Other reserves and retained earnings Profit for the period attributable to equity holders of the bank Prepaid dividends Minority interests TOTAL EQUITY TOTAL LIABILITIES AND EQUITY 56 Interim Report BANCO ESPÍRITO SANTO BANCO ESPÍRITO SANTO, S.A. CONSOLIDATED INCOME STATEMENT AS OF JUNE 30 2011 Jun,10 Jun,11 (eur '000) (eur '000) Interest and similar income 1 861 406 1 949 666 Interest expense and similar charges 1 315 065 1 406 853 546 341 542 813 68 903 140 931 426 651 452 848 55 940 68 186 Net Interest Income Dividend income Fee and Commission income Fee and Commission expense Net gains from financial assets at fair value through profit or loss ( 49 845) ( 142 047) 165 703 168 470 Net gains from foreign exchange differences 17 404 30 147 Net gains/ (losses) from sale of other assets ( 3 242) Net gains from available-for-sale financial assets ( 45 831) 4 857 163 250 1 120 832 1 242 395 Staff costs 298 959 312 342 General and administrative expenses 213 893 215 360 50 476 52 331 Other operating income and expense Operating income Depreciation and amortisation 12 805 8 074 174 526 305 426 Impairment on other financial assets net of reversals 32 104 56 484 Impairment on other assets net of reversals 19 338 99 672 - - 20 759 12 877 339 490 205 583 41 415 63 989 Provisions impairment net of reversals Loans impairment net of reversals Negative consolidation differences Equity accounted earnings Net income before income tax and minorities Income tax Current tax Deferred Tax Net income ow: profit after taxes of discontinued operations Minority interests Consolidated net income for the period ( 19 899) ( 70 372) 317 974 211 966 ( 4 290) ( 2 170) 35 796 55 956 282 178 156 010 57 Interim Report BANCO ESPÍRITO SANTO BANCO ESPÍRITO SANTO, S.A. INDIVIDUAL BALANCE SHEET AT JUNE, 30 2011 euro thousand Jun,11 amount befor provisions, provisions, impairment and impairment and depreciations depreciations ASSETS Cash and deposits at Central Banks Deposits with banks Financial assets held for trading Financial assets at fair value through profit or loss Available-for-sale financial assets Loans and advances to banks Customer loans Held-to-maturity investments Repurchase agreements Deposits with bankserivatives for risk management purposes Non-current assets held for sale Invesment properties Proprety and equipment Intangible assets Investments in associates Current income tax assets Deferred income tax assets Other assets TOTAL ASSETS 516 180 1 272 1 116 12 553 8 429 41 876 1 486 389 322 255 057 587 530 140 076 119 980 153 1 310 219 31 626 295 957 731 895 140 820 711 738 034 720 491 899 715 553 478 612 115 557 77 519 801 8 997 436 1 505 771 12 823 688 29 118 786 11 419 082 1 888 569 190 015 617 546 5 857 137 152 1 487 102 602 658 1 078 592 1 896 76 454 4 962 Net amiunt 1 1 12 8 40 1 516 180 272 116 433 429 565 454 389 322 255 057 607 377 921 450 Jun,10 1 324 224 4 651 1 513 8 293 10 375 42 122 1 922 220 107 391 151 635 586 030 696 295 957 591 075 673 780 391 075 158 126 477 720 491 388 387 576 104 958 1 765 412 2 297 371 372 3 795 749 2 941 031 74 578 770 77 919 035 - 8 997 436 1 505 771 12 823 688 29 118 786 11 419 082 1 888 569 190 015 617 546 5 857 137 152 1 487 102 602 658 8 543 982 1 911 440 14 804 303 22 402 488 19 513 133 367 383 361 147 664 556 71 245 176 476 3 131 974 604 613 68 793 662 72 552 740 28 511 363 114 1 780 76 454 4 934 LIABILITIES Deposits from Central Banks Financial liabilities held for trading Other financial liabilities at fair value through profit or loss deposits from banks Due to customers Debt securities issued Financial liabilities to transferred assets derivatives for risk management purposes Non core liabilities held for sale Provisions Current income tax liabilities Deleted income tax liabilities Equity instruments Subordinated debt Other liabilities TOTAL LIABILITIES 68 793 662 EQUITY Share capital Share premium Other equity instruments Treasury stock Fair value reserve Other reserves and retained earnings Profit for the year Dividends paid TOTAL EQUITY TOTAL LIABILITIES AND EQUITY 3 500 000 1 080 258 727 650 ( 997) ( 141 894) 674 791 ( 38 762) ( 15 938) - 3 500 000 1 080 258 727 650 ( 997) ( 141 894) 674 791 ( 38 762) ( 15 938) 3 500 000 1 080 255 ( 24 971) 99 086 573 490 138 435 - 5 785 108 - 5 785 108 5 366 295 74 578 770 - 74 578 770 77 919 035 58 Interim Report BANCO ESPÍRITO SANTO INDIVIDUAL INCOME STATEMENT AT JUNE, 30 2011 euro thousand Jun,11 Interest and similar income Jun,10 1 349 066 1 404 116 995 889 1 099 257 353 177 304 859 Dividend income 115 088 137 291 Fee and comission income 304 217 301 422 Fee and comission expense 71 511 74 989 Interest expense and similar charges Net Interest Income Net gains from financial assets at fair value through profit or loss ( 96 839) ( 192 484) Net gains from available-for-sale financial assets 139 104 32 669 Net gains from foreign exchange differences ( 1 538) 2 344 Net gains from sale of other assets ( 3 146) Other operating income and expense ( 34 933) 6 875 254 011 745 427 730 190 Staff costs 208 478 209 987 General and administrative expenses 172 638 161 572 Depreciation and amortisation 42 043 42 510 Provisions impairment net of reversals 46 442 4 036 100 552 242 704 Impairment on other financial assets net of reversals 34 389 44 133 Impairment on other assets net of reversals 18 509 94 915 122 376 ( 69 667) ( 16 059) ( 30 905) Operating Income Loans impairment net of reversals Net Income Before Tax Income tax Current tax Deferred tax Net Income ow: net income after discontinued operations 13 690 6 150 ( 29 749) ( 37 055) 138 435 ( 38 762) ( 6 070) ( 3 011) 59 Interim Report BANCO ESPÍRITO SANTO II. INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND NOTES 60 Interim Report BANCO ESPÍRITO SANTO 61 Interim Report BANCO ESPÍRITO SANTO 62 Interim Report BANCO ESPÍRITO SANTO 63 Interim Report BANCO ESPÍRITO SANTO BANCO ESPÍRITO SANTO Interim Report -BANCO ESPÍRITO SANTO Grupo Banco Espírito Santo Notes to the interim consolidated financial statements as at 30 June 2011 (Amounts expressed in thousands of euro, except when indicated) NOTE 1 – ACTIVITY AND GROUP STRUCTURE Banco Espírito Santo, S.A. (Bank or BES) is a commercial bank headquartered in Portugal, Avenida da Liberdade, no. 195, in Lisbon. The Bank is authorised by the Portuguese authorities, central banks and other regulatory authorities, to operate in Portugal and in the countries where its international branches are located. BES’s foundation dates back to the last quarter of the 19th century. The Bank began operations as a commercial bank in 1937, following the merger of Banco Espírito Santo and Banco Comercial de Lisboa, from which resulted Banco Espírito Santo e Comercial de Lisboa. By public deed of 6 July 1999, the Bank changed its name to Banco Espírito Santo, S.A. BES is the core of a financial group – BES Group – formed by the Bank and a number of financial entities located in Portugal and abroad. BES is listed on the Euronext Lisbon. As at 30 June 2011, the Bank’s subsidiary BES Finance, Ltd had 600 thousand preference shares listed on the Luxembourg Stock Exchange (no. of preferred shares outstanding at 30 June 2011: 456 thousand shares). Since 1992, BES is part of the Espírito Santo Group, therefore its financial statements are consolidated by BESPAR SGPS, S.A., headquartered in Rua de São Bernardo, no. 62 in Lisbon, and by Espírito Santo Financial Group, S.A. (ESFG), with headquarters in Luxembourg. BES Group has a network of 810 branches throughout Portugal (31 December 2010: 828), international branches in London, Spain, New York, Nassau, Cayman Islands, Cape Verde and Venezuela, a branch in the Madeira Free Zone and eleven overseas representative offices. Group companies where the Bank has a direct or indirect holding greater or equal to 20%, over which the Bank exercises control or has significant influence, and that were included in the consolidated financial statements, are as follows: Interim Report BANCO ESPÍRITO SANTO a) Subsidiaries consolidated directly into the Bank: 67 Interim Report BANCO ESPÍRITO SANTO b) Sub-Groups: 68 Interim Report BANCO ESPÍRITO SANTO a) These companies were fully consolidated, as the Group exercises control over their activities. b) The percentage in the table above represents the Group’s economic interest. These companies were accounted for following the equity method, as the Group exercises a significant influence over them, in accordance with the accounting policy described in Note 2.2. 69 Interim Report BANCO ESPÍRITO SANTO Additionally, in accordance with SIC 12, the Group consolidates special purpose entities, as follows: During the first semester of 2011, the special purpose entity “Lusitano Project Finance No.1” was liquidated. Following this transaction, the Group started to consolidate “Lusitano Project Finance No.1 FTC”. As at 30 June 2011, the consolidation of these entities had the following impact on the Group’s accounts: ( in thousands of euro) 30.06.2011 D eposits at Central B anks Finacial assets held for trading D ue to costumers (net of impairment) D ebt securities issued N et Profit for the period 489 336 4 868 1 058 36 241 91 7 044 659 81 2 31 .12.2010 468 085 406 734 5 71 5 334 1 208 319 1 4 346 The main changes in the Group structury that occurred during the six months period ended 30 June 2011 are highlighted as follows: - Associates (see Note 28) • In January 2011, BES ÁFRICA acquired 25.1% of Moza Banco, SA, a mozambican bank; • In February 2011, following the capital increase of Watson Brown HSM, Ltd, FCR Ventures III Fund became to hold 27.57% of its share capital, and started to consolidate this entity under the equity method; • In April 2011, BES sold the participation in Esumédica to Companhia de Seguros Tranquilidade, SA, originating a consolidated capital gain of euro 380 thousands; • In May 2011, occurred the merger of Gespastor, SA in Espirito Santo Gestión, SA. The movements referring to acquisitions and disposals of investments in subsidiaries and associates occurred during the six months period ended 30 June 2011 and 2010 are presented as follows: 70 Interim Report BANCO ESPÍRITO SANTO (in thousands of euro) 30.06.2011 Ac quis itio ns Other Acqu is ition price As soc iates Moza Banco Watson Brown Esumédica Ascendi Group Global Active inv es tmen ts (a) Dis posals Total Other Sale price reimbu rs ements (a) Gain s/ (loss es ) from sales/ dispos als Total 8 018 68 8 086 1 782 2 938 4 969 87 9 776 9 800 3 006 4 969 87 1 7 862 - - - 380 380 8 086 9 776 1 7 862 - - - 380 ( a) C apital incre ase and loans to companies. (in thousands of euro) 30.06.2010 Ac quisitions Acquis itio n price S ubs idiaries AMAN B ank As soc iates Nanium Unicre MRN AE NOR Douro Interior Ascendi P inhal Interior Auvisa Global Active Sousacamp Ydreams Nutrigreen AMAL Polish Hotel Company Palexpo O ther investments (a) Dis posals T otal Other reimbu rs ements (a) S ale pric e Gains/ (los ses) from sales / dis posals T otal 24 275 24 275 15 994 15 994 40 269 40 269 - - - - 1 481 1 0 929 11 10 10 43 458 55 899 6 1 59 568 67 700 1 020 500 1 71 9 1 85 7 640 11 497 11 10 10 43 458 67 700 1 020 500 171 65 084 - ( 652) ( 247) ( 899) ( 652) ( 247) ( 899) - 80 174 25 1 79 1 05 353 - ( 899) ( 899) - (a) C apital incre se and loans to companie s. 71 Interim Report BANCO ESPÍRITO SANTO NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUTING PRINCIPLES 2.1. Basis of preparation In accordance with Regulation (EC) no. 1606/2002 of 19 July 2002 from the European Council and Parliament, and its adoption into portuguese Law through Decree-Law no. 35/2005, of 17 February 2005 and Regulation no. 1/2005 from the Bank of Portugal, Banco Espírito Santo, S.A. (BES or the Bank) is required to prepare its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU). IFRS comprise accounting standards issued by the International Accounting Standards Board (IASB) and its predecessor body as well as interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and its predecessor body. These interim consolidated financial statements for the six months period ended 30 June 2011 were prepared in accordance with the IFRS effective and adopted by the EU until 30 June 2011. These interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) – IAS 34 Interim Financial Reporting and do not include all the information required in the preparation of a complete set of consolidated financial statements which will be prepared for the year ending 31 December 2011. The accounting policies applied by the Group in the preparation of its interim consolidated financial statements as at and for the six month period ended 30 June 2011 are consistent with the ones used in the preparation of the annual consolidated financial statements as at and for the year ended 31 December 2010. These consolidated financial statements are expressed in thousands of euro, rounded to the nearest thousand, and have been prepared under the historical cost convention, except for the assets and liabilities accounted at fair value, namely, derivative contracts, financial assets and financial liabilities at fair value through profit or loss, available-for-sale financial assets, recognised assets and liabilities that are hedged, in a fair value hedge, in respect of the risk that is being hedged. The preparation of financial statements in conformity with IFRS requires the application of judgement and the use of estimates and assumptions by management that affects the process of applying the Group’s accounting policies and the reported amounts of income, expenses, assets and liabilities. Actual results in the future may differ from those reported. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. 72 Interim Report BANCO ESPÍRITO SANTO These interim consolidated financial statements were approved in the Board of Directors meeting held on 29 July 2011. 2.2. Basis of consolidation These consolidated financial statements comprise the interim financial statements of BES and its subsidiaries (“the Group” or “BES Group”), and the results attributable to the Group from its associates. These accounting policies have been consistently applied by the Group companies, during all the periods covered by the consolidated interim financial statements. Subsidiaries Subsidiaries are entities over which the Group exercises control. Control is presumed to exist when the Group owns more than one half of the voting rights. Additionally, control also exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of the entity, so as to obtain benefits from its activities, even if its shareholding is equal or less than 50%. Subsidiaries are fully consolidated from the date on which control is transferred to the Group until the date that control ceases. Accumulated losses of a subsidiary are attributed proportionally to the owners of the parent and to the non-controlling interest even if this results in non-controlling interest having a deficit balance. In a business combination achieved in stages (step acquisition) where control is obtained, the Group remeasures its previously held non-controlling interest in the acquire at its acquisition date fair value and recognises the resulting gain or loss in the income statement when determining the respective goodwill. At the time of a partial sale, from which arises a loss of control of a subsidiary, any remaining non-controlling interest retained is remeasured to fair value at the date the control is lost and the resulting gain or loss is recognised against the income statement. Associates Associates are entities over which the Group has significant influence over the company’s financial and operating policies but not its control. Generally when the Group owns more than 20% of the voting rights it is presumed that it has significant influence. However, even if the Group owns less than 20% of the voting rights, it can have significant influence through the participation in the policy-making processes of the associated entity or the representation in its executive board of directors. Investments in associates are accounted for by the equity method of accounting from the date on which significant influence is transferred to the Group until the date that significant influence ceases. The book value of the investments in associates includes the value of the respective goodwill determined on acquisitions and is presented net of impairment losses. 73 Interim Report BANCO ESPÍRITO SANTO In a step acquisition that results in the Group obtaining significant influence over an entity, any previously held stake in that entity is remeasured to fair value through the income statement when the equity method is first applied. If the Group’s share of losses of an associate equals or exceeds its interest in the associate, including any long-term interest, the Group discontinues the application of the equity method, except when it has a legal or constructive obligation of covering those losses or has made payments on behalf of the associate. Gains or losses on sales of shares in associate companies are recognised in the income statement even if that sale does not result in the loss of significant influence. Special Purpose Entities (SPE) The Group consolidates certain special purpose entities (“SPE”), specifically created to accomplish a narrow and well defined objective, when the substance of the relationship with those entities indicates that they are controlled by the Group, independently of the percentage of the equity held. The evaluation of the existence of control is made based on the criteria established by SIC 12 – Consolidation Special Purpose Entities, which can be summarised as follows: • In substance, the activities of the SPE are being conducted in accordance with the specific needs of the Group’s business, so that the Group obtains the benefits from these activities; • In substance the Group has the decision-making powers to obtain the majority of the benefits from the activities of the SPE; • In substance, the Group has rights to obtain the majority of the benefits of the SPE, and therefore may be exposed to the inherent risks of its activities; • In substance, the Group retains the majority of residual or ownership risks related to the SPE so as to obtain the benefits from its activities. Investment funds managed by the Group As part of the asset management activity, the Group manages investment funds on behalf of the holders of the participation units. The financial statements of these funds are not consolidated by the Group except in the cases where control is exercised over its activity based on the criteria estabilished by SIC – 12. Control is presumed to exist when the Group owns more than 50% of the participation units of the fund. 74 Interim Report BANCO ESPÍRITO SANTO Goodwill Goodwill resulting from business combinations that occurred until 1 January 2004 was offset against reserves, according to the option granted by IFRS 1, adopted by the Group on the date of transition to the IFRS. Goodwill resulting from business combinations that occurred from 1 January 2004 until 31 December 2009, was accounted under the purchase method. The cost of acquisition was measured at the fair value, determined at the acquisition date, of the assets and equity instruments given and liabilities incurred or assumed plus any costs directly attributable to the acquisition. Goodwill represented the difference between the cost of acquisition and the fair value of the Group’s share of identifiable net assets, liabilities and contingent liabilities acquired. For acquisitions on or after 1 January 2010, in accordance with IFRS 3 – Business combinations, the Group measures goodwill as the fair value of the consideration transferred including the fair value of any previously held non-controlling interest in the acquire, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. Transaction costs are expensed as incurred. At the acquisition date, the non-controlling interest are measured at their proportionate interest in the fair value of the net identifiable assets acquired and of the liabilities assumed, without the respective portion of goodwill. As a result, the goodwill recognised in these consolidated financial statements corresponds only to the portion attributable to the equity holders of the Bank. In accordance with IFRS 3 – Business Combinations, goodwill is recognised as an asset at its cost and is not amortised. Goodwill relating to the acquisition of associates is included in the book value of the investment in those associates, determined using the equity method. Negative goodwill is recognised directly in the income statement in the period the business combination occurs. The recoverable amount of the goodwill recognised as an asset is reviewed annually, regardless of whether there is any indication of impairment. Impairment losses are recognised directly in the income statement. Transactions with non-controlling interest Acquisitions of non-controlling interest are accounted for as transactions with equity holders in their capacity as equity holders and therefore no goodwill is recognised as a result of such a transaction. Any difference between the consideration paid and the amount of non-controlling interest acquired is accounted for as a movement in equity. Similarly, sales of non-controlling interest and dilutions from 75 Interim Report BANCO ESPÍRITO SANTO which does not result a loss of control, are accounted for as transactions with equity holders in their capacity as equity holders and therefore no gain or loss is recognised in the income statement. Any difference between the sale proceeds and the recognised amount of non-controlling interest in the consolidated financial statements is accounted for as a movement in equity. Gains or Losses on a dilution or on a sale of a portion of an interest in a subsidiary, from which results a loss of control, are accounted for by the group in the income statement. Foreign currency translation The financial statements of each of the Group entities are prepared using their functional currency which is defined as the currency of the primary economic environment in which that entity operates. The consolidated financial statements are prepared in euro, which is BES’s functional and presentation currency. The financial statements of each of the Group entities that have a functional currency different from the euro are translated into euro as follows: • Assets and liabilities are translated into the functional currency using the exchange rate prevailing at the balance sheet date; • Income and expenses are translated into the functional currency at rates approximating the rates ruling at the dates of the transactions; • The exchange differences resulting from the translation of the equity at the beginning of the period using the exchange rates at the beginning of the period and at the balance sheet date are accounted for against reserves net of deferred taxes. The exchange differences arising from the translation of income and expenses at the rates ruling at the dates of the transactions and at the balance sheet date are accounted for against reserves. When the entity is sold such exchange differences are recognised in the income statement as a part of the gain or loss on sale. Balances and transactions eliminated in consolidation Inter-company balances and transactions, including any unrealised gains and losses on transactions between Group companies, are eliminated in preparing the consolidated financial statements, unless unrealised losses provide evidence of an impairment loss that should be recognised in the consolidated financial statements. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment loss. 76 Interim Report BANCO ESPÍRITO SANTO 2.3. Foreign currency transactions Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to euro at the foreign exchange rates ruling at the balance sheet date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to euro at the foreign exchange rates ruling at the dates the fair value was determined. The resulting exchange differences are accounted for in the income statement, except if related to equity instruments classified as available-for-sale, which are accounted for in equity, within the fair value reserve. 2.4. Derivative financial instruments and hedge accounting Classification Derivatives for risk management purposes includes (i) hedging derivatives and (ii) derivatives used to manage the risk of certain financial assets and financial liabilities designated at fair value through profit or loss that were not classified as being hedging derivatives. All other derivatives are classified as trading derivatives. Recognition and measurement Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into (trade date). Subsequent to initial recognition, the fair value of derivative financial instruments is remeasured on a regular basis and the resulting gains or losses on re-measurement are recognised directly in the income statement, except for derivatives designated as hedging instruments. The recognition of the resulting gains or losses of the derivatives designated as hedging instruments depends on the nature of the risk being hedged and of the hedge model used. Fair values are obtained from quoted market prices, in active markets, if available or are determined using valuation techniques, including discounted cash flow models and options pricing models, as appropriate. Hedge accounting • Classification criteria 77 Interim Report BANCO ESPÍRITO SANTO Hedge accounting is used for derivative financial instruments designated as hedging instruments, provided the following criteria are met: (i) At the inception of the hedge, the hedge relationship is identified and documented, including the identification of the hedged item and of the hedging instrument and the evaluation of the effectiveness of the hedge; (ii) The hedge is expected to be highly effective, both at the inception of the hedge and on an ongoing basis; (iii) The effectiveness of the hedge can be reliably measured, both at the inception of the hedge and on an ongoing basis; (iv) • For cash flows hedges, the cash flows are highly probable of occurring. Fair value hedge In a fair value hedge, the book value of the hedged asset or liability, determined in accordance with the respective accounting policy, is adjusted to reflect the changes in its fair value that are attributable to the risks being hedged. Changes in the fair value of the derivatives that are designated as hedging instruments are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the risk being hedged. If the hedge no longer meets the criteria for hedge accounting, the derivative financial instrument is transferred to the trading portfolio and the hedge accounting is discontinued prospectively. The cumulative adjustment to the carrying amount of a hedged item for which the effective interest rate method is used is amortised to the income statement over the period to maturity. • Cash flow hedge When a derivative financial instrument is designated as a hedge of the variability in highly probable future cash flows, the effective portion of changes in the fair value of the hedging derivatives is recognised in equity. Amounts accumulated in equity are recycled to the income statement in the periods in which the hedged item will affect the income statement. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss recognised in equity at that time is recognised in the income statement when the hedged transaction also affects the income statement. When a hedged transaction is no longer expected to occur, the cumulative gain or loss reported in equity is recognised immediately in the income statement and the hedging instrument is reclassified for the trading portfolio. 78 Interim Report BANCO ESPÍRITO SANTO During the period covered by these financial statements the Group did not have any transactions classified as cash flow hedge. Embedded derivatives Derivatives that are embedded in other financial instruments are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract and the host contract is not carried at fair value through profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in the income statement. 2.5. Loans and advances to customers Loans and advances to customers includes loans and advances originated by the Group, which are not intended to be sold in the short term. Loans and advances to customers are recognised when cash is advanced to borrowers. Loans and advances to customers are derecognised from the balance sheet when (i) the contractual rights to receive their cash flows have expired, (ii) the Group has transferred substantially all risks and rewards of ownership or (iii) although retaining some but not substantially all of the risks and rewards of ownership, the Group has transferred the control over the assets. Loans and advances to customers are initially recorded at fair value plus transaction costs and are subsequently measured at amortised cost, using the effective interest rate method, less impairment losses. In accordance with the documented strategy for risk management, the Group contracts derivative financial instruments to manage certain risks of a portion of the loan portfolio, without applying, however, the provisions of hedge accounting as mentioned in Note 2.4. These loans are measured at fair value through profit or loss, in order to eliminate a measurement inconsistency resulting from measuring loans and derivatives for risk management purposes on different basis (accounting mismatch). This procedure is in accordance with the accounting policy for classification, recognition and measurement of financial assets at fair value through profit or loss, as described in Note 2.6. Impairment The Group assesses, at each balance sheet date, whether there is objective evidence of impairment within its loan portfolio. Impairment losses identified are recognised in the income statement, and are subsequently reversed through the income statement if, in a subsequent period, the amount of the impairment losses decreases. 79 Interim Report BANCO ESPÍRITO SANTO A loan or a loan portfolio, defined as a group of loans with similar credit risk characteristics, is impaired when: (i) there is objective evidence of impairment as a result of one or more events that occurred after its initial recognition and (ii) that event (or events) has an impact on the estimated future cash flows of the loan or of the loan portfolio, that can be reliably estimated. The Group first assesses whether objective evidence of impairment exists individually for each loan. In this assessment the Group uses the information that feeds the credit risk models implemented and takes into consideration the following factors: • the aggregate exposure to the customer and the existence of non-performing loans; • the viability of the customer’s business model and its capability to trade successfully and to generate sufficient cash flow to service their debt obligations; • the extent of other creditors’ commitments ranking ahead of the Group; • the existence, nature and estimated realisable value of collaterals; • the exposure of the customer within the financial sector; • the amount and timing of expected recoveries. When loans have been individually assessed and no evidence of loss has been identified, these loans are grouped together on the basis of similar credit risk characteristics for the purpose of evaluating the impairment on a portfolio basis (collective assessment). Loans that are assessed individually and found to be impaired are not included in a collective assessment for impairment. If an impairment loss is identified on an individual basis, the amount of the impairment loss to be recognised is calculated as the difference between the book value of the loan and the present value of the expected future cash flows (considering the recovery period), discounted at the original effective interest rate. The carrying amount of impaired loans is reduced through the use of an allowance account. If a loan has a variable interest rate, the discount rate for measuring the impairment loss is the current effective interest rate determined under the contract rules. The changes in the recognised impairment losses attributable to the unwinding of discount are recognised as interest and similar income. The calculation of the present value of the estimated future cash flows of a collateralised loan reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral. For the purposes of a collective evaluation of impairment, loans are grouped on the basis of similar credit risk characteristics, taking in consideration the Group’s credit risk management process. Future cash 80 Interim Report BANCO ESPÍRITO SANTO flows in a group of loans that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the loans in the Group and historical loss experience. The methodology and assumptions used for estimating future cash flows are reviewed regularly by the Group with the purpose of reducing any differences between loss estimates and actual loss experience. When a loan is considered by the Group as uncollectible and an impairment loss of 100% was recognised, it is written off against the related allowance for loan impairment. 2.6. Other financial assets Classification The Group classifies its other financial assets at initial recognition in the following categories: • Financial assets at fair value through profit or loss This category includes: (i) financial assets held for trading, which are those acquired principally for the purpose of selling in the short term or that are owned as part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit taking and (ii) financial assets that are designated at fair value through profit or loss at inception. The Group classifies, at inception, certain financial assets at fair value through profit or loss when: • Such financial assets are managed, measured and their performance evaluated on a fair value basis; • Such financial assets are being hedged (on an economical basis), in order to eliminate an accounting mismatch; or • Such financial assets contain an embedded derivative. Note 24 includes a summary of the assets and liabilities that were classified at fair value trough profit or loss at inception. The structured products acquired by the Group corresponding to financial instruments containing one or more embedded derivatives meet the above mentioned conditions, and, in accordance, are classified under the fair value through profit or loss category. • Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold until its 81 Interim Report BANCO ESPÍRITO SANTO maturity and that are not classified, at inception, as at fair value through profit or loss or as availablefor-sale. • Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets (i) intended to be held for an indefinite period of time, (ii) designated as available-for-sale at initial recognition or (iii) that are not classified in the other categories referred to above. Initial recognition, initial measurement and derecognition Purchases and sales of: (i) financial assets at fair value through profit or loss, (ii) held-to-maturity investments and (iii) available-for-sale financial assets, are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit or loss, in which case these transaction costs are directly recognised in the income statement. Financial assets are derecognised when (i) the contractual rights to receive their cash flows have expired, (ii) the Group has transferred substantially all risks and rewards of ownership or (iii) although retaining some but not substantially all of the risks and rewards of ownership, the Group has transferred the control over the assets. Subsequent measurement Financial assets at fair value through profit or loss are subsequently carried at fair value and gains and losses arising from changes in their fair value are included in the income statement in the period in which they arise. Available-for-sale financial assets are also subsequently carried at fair value. However, gains and losses arising from changes in their fair value are recognised directly in equity, until the financial assets are derecognised or impaired, at which time the cumulative gain or loss previously recognised in equity is recognised in the income statement. Foreign exchange differences arising from equity investments classified as available-for-sale are also recognised in equity, while foreign exchange differences arising from debt investments are recognised in the income statement. Interest, calculated using the effective interest rate method and dividends are recognised in the income statement. Held-to-maturity investments are carried at amortised cost using the effective interest rate method, net of any impairment losses recognised. 82 Interim Report BANCO ESPÍRITO SANTO The fair values of quoted investments in active markets are based on current bid prices. For unlisted securities the Group establishes fair value by using (i) valuation techniques, including the use of recent arm’s length transactions, discounted cash flow analysis and option pricing models and (ii) valuation assumptions based on market information. Reclassifications between categories The Group only reclassifies non-derivative financial assets with fixed or determinable payments and fixed maturities, from the available-for-sale financial assets category to the held-to-maturity investments category, if it has the intention and ability to hold those financial assets until maturity. Reclassifications between these categories are made at the fair value of the assets reclassified on the date of the reclassification. The difference between this fair value and the respective nominal value is recognised in the income statement until maturity, based on the effective interest rate method. The fair value reserve at the date of the reclassification is also recognised in the income statement, based on the effective interest rate method. During the six month period ended 30 June 2011 and the year 2010, there were no reclassifications between categories. Impairment The Group assesses periodically whether there is objective evidence that a financial asset or group of financial assets is impaired. If there is objective evidence of impairment, the recoverable amount of the asset is determined and impairment losses are recognised through the income statement. A financial asset or a group of financial assets is impaired if there is objective evidence of impairment as a result of one or more events that occurred after their initial recognition, such as: (i) for equity securities, a significant or prolonged decline in the fair value of the security below its cost, and (ii) for debt securities, when that event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets, that can be reliably estimated. For held-to-maturity investments, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (considering the recovery period) discounted at the financial asset’s original effective interest rate. The carrying amount of the impaired assets is reduced through the use of an allowance account. If a held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For held-to-maturity investments if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through the income statement. 83 Interim Report BANCO ESPÍRITO SANTO If there is objective evidence that an impairment loss on available-for-sale financial assets has been incurred, the cumulative loss recognised in equity – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in the income statement – is taken to the income statement. If, in a subsequent period, the amount of the impairment loss decreases, the previously recognised impairment loss is reversed through the income statement up to the acquisition cost if the increase is objectively related to an event occurring after the impairment loss was recognised, except in relation to equity instruments, in which case the reversal is recognised in equity. 2.7. Sale and repurchase agreements Securities sold subject to repurchase agreements (repos) at a fixed price or at the sales price plus a lender’s return are not derecognised. The corresponding liability is included in amounts due to banks or to customers, as appropriate. The difference between sale and repurchase price is treated as interest and accrued over the life of the agreements using the effective interest rate method. Securities purchased under agreements to resell (reverse repos) at a fixed price or at the purchase price plus a lender’s return are not recognised, being the purchase price paid recorded as loans and advances to banks or customers, as appropriate. The difference between purchase and resale price is treated as interest and accrued over the life of the agreements using the effective interest rate method. Securities lent under lending agreements are not derecognised being classified and measured in accordance with the accounting policy described in Note 2.6. Securities borrowed under borrowing agreements are not recognised in the balance sheet. 2.8. Financial liabilities An instrument is classified as a financial liability when it contains a contractual obligation to transfer cash or another financial asset, independently from its legal form. Non-derivatives financial liabilities include deposits from banks and due to customers, loans, debt securities, subordinated debt and short sales. Preference shares issued are considered to be financial liabilities when the Group assumes the obligation of reimbursement and/or to pay dividends. The financial liabilities are recognised (i) initially at fair value less transaction costs and (ii) subsequently at amortised cost, using the effective interest rate method, except for short sales and financial liabilities designated at fair value through profit or loss, which are measured at fair value. 84 Interim Report BANCO ESPÍRITO SANTO The Group designates, at inception, certain financial liabilities as at fair value through profit or loss when: • Such financial liabilities are being hedged (on an economical basis), in order to eliminate an accounting mismatch; or • Such financial liabilities contain embedded derivatives. The structured products issued by the Group meet the above mentioned conditions and, in accordance, are classified under the fair value through profit or loss category. The fair value of quoted financial liabilities is based on the current price. In the absence of a quoted price, the Group establishes the fair value by using valuation techniques based on market information, including the own credit risk of the issuer. If the Group repurchases debt issued, it is derecognised from the balance sheet and the difference between the carrying amount of the liability and its acquisition cost is recognised in the income statement. 2.9. Equity instruments An instrument is classified as an equity instrument when it does not contain a contractual obligation to deliver cash or another financial asset, independently from its legal form, being a contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Transaction costs directly attributable to the issue of equity instruments are recognised under equity as a deduction from the proceeds. Amounts paid or received related to acquisitions or sales of equity instruments are recognised in equity, net of transaction costs. Distributions to holders of an equity instrument are debited directly to equity as dividends, when declared. Preference shares issued are considered as equity instruments if the Group has no contractual obligation to redeem and if dividends, non cumulative, are paid only if and when declared by the Group. 2.10. Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. 85 Interim Report BANCO ESPÍRITO SANTO 2.11. Non-current assets held-for-sale Non-current assets or disposal groups (groups of assets to be disposed of together and related liabilities that include at least a non-current asset) are classified as held for sale when their carrying amounts will be recovered principally through sale (including those acquired exclusively with a view to its subsequent disposal), the assets or disposal groups are available for immediate sale and is highly probable. Immediately before classification as held for sale, the measurement of the non-current assets or all assets and liabilities in a disposal group, is brought up to date in accordance with the applicable IFRS. Subsquently, these assets or disposal group are measured at the lower of their carrying amount or fair value less costs to sell. In the scope of its activity, the Group incurs in the risk from failure of the borrower to repay all the amounts due. In case of loans and advances with mortgage collateral, the Group acquires the asset held as collateral in exchange from loans. In accordance with the requirements of Regime Geral das Instituições de Crédito e Sociedades Financeiras (RGICSF), banks are prevented from acquiring property that is not essential to their daily operations (No. 1 of article of RGICSF) being able to acquire, however, property in exchange for loans. This property must be sold within 2 years, period that may be extended by written authorization from the Bank of Portugal and in conditions to be determined by this authority (No. 114 of article of RGICSF). It is Group’s objective to immediately dispose all property acquired in exchange for loans. This property is classified as non-current assets held-for-sale and initially recognised at the lower of its fair value less costs to sell and the carrying amount of the loans. Subsequently, this property is measured at the lower of its carrying amount and the corresponding fair value less costs to sell and is not depreciated. Any subsequent write-down of the acquired property to fair value is recorded in the income statement. Property valuations are performed in accordance with one of the following methodologies, which are applied in accordance with the specific situation of the asset: a) Market Method The Market Comparison Criteria takes as reference transaction values of similar and comparable property to the property under valuation, obtained through market searching carried out in the zone. b) Income Method Under this method, the property is valued based on the capitalization of its net income, discounted for the present moment, through the discounted cash-flows method. 86 Interim Report BANCO ESPÍRITO SANTO c) Cost Method This method separates the value of property on its basic components: Urbane Ground Value and Urbanity Value; Construction value; and Indirect Costs Value. The valuations are performed by independent specialized entities. The valuation reports are analysed internally with the gauging of processes adequacy, by comparing the sales values with the reevaluated values. 2.12. Property and equipment Property and equipment are measured at cost less accumulated depreciation and impairment losses. At the transition date to IFRS, 1 January 2004, the Group elected to consider as deemed cost, the revalue amount of property and equipment as determined in accordance with previous accounting policies of the Group, which was broadly similar to depreciated cost measured under IFRS, adjusted to reflect changes in a specific price index. The value includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or are recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group. All other repairs and maintenance are charged to the income statement during the period in which they are incurred. Land is not depreciated. Depreciation of other assets is calculated using the straight-line method over their estimated useful lives, as follows: Number of years Buildings Improvements in leasehold property 35 to 50 10 Computer equipment 4 to 5 Furniture 4 to 1 0 Fixtures 5 to 1 2 S ecurity equipment 4 to 1 0 Office equipment 4 to 1 0 Motor vehicles 4 Other equipment 5 When there is an indication that an asset may be impaired, IAS 36 requires that its recoverable amount is estimated and an impairment loss recognised when the net book value of the asset exceeds its recoverable amount. Impairment losses are recognised in the income statement. 87 Interim Report BANCO ESPÍRITO SANTO The recoverable amount is determined as the greater of its net selling price and value in use which is based on the net present value of future cash flows arising from the continuing use and ultimate disposal of the asset. 2.13. Intangible assets The costs incurred with the acquisition, production and development of software are capitalised, as well as the costs incurred to acquire and bring to use the specific software. These costs are amortised on a straight line basis during their expected useful lives, which is usually between three to six years. Costs that are directly associated with the development of identifiable specific software applications and that will probably generate economic benefits beyond one year, are recognised as intangible assets. These costs include employee costs from the Group companies specialised in IT directly associated with the development of the referred software. All remaining costs associated with IT services are recognised as an expense as incurred. 2.14. Leases The Group classifies its lease agreements as finance leases or operating leases taking into consideration the substance of the transaction rather than its legal form, in accordance with IAS 17 – Leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. Operating leases Payments made under operating leases are charged to the income statement in the period to which they relate. Finance leases • As lessee Finance lease contracts are recorded at inception date, both under assets and liabilities, at the cost of the asset leased, which is equal to the present value of outstanding lease instalments. Instalments comprise (i) an interest charge, which is recognised in the income statement and (ii) the repayment of principal, which is deducted from liabilities. Financial charges are recognised as costs over the lease period, in order to produce a constant periodic rate of interest on the remaining balance of liability for each period. 88 Interim Report BANCO ESPÍRITO SANTO • As lessor Assets leased out are recorded in the balance sheet as loans granted, for the amount equal to the net investment made in the leased assets. Interest included in instalments charged to customers is recorded as interest income, while repayments of principal also included in the instalments, is deducted from the amount of the loans granted. The recognition of the interest reflects a constant periodic rate of return on the lessor's net outstanding investment. 2.15. Employee benefits Pensions To cover the liabilities assumed by the Group within the framework stipulated by the ACT "Acordo Colectivo de Trabalho" for the banking sector, pension funds were set up to cover retirement benefits including widows and orphans benefits and disability for the entire work force and also health-care benefits for employees hired until 31 March 2008. Employees hired after 31 March 2008 are covered by the Social Security general scheme. From 1 January 2011, the Bank employees hired until 31 March 2008 were also integrated into the General Social Security Regime, which ensure the protection of employees in contingencies of maternity, paternity, adoption and oldness, remaining under the responsibility of banks to protect sickness, disability, survival and death (Decree-Law No. 1-A/2011, from 3 January). The contribution rate is 26.6%, 23.6% paid by the employee entity and 3% paid by the employers, instead of Caixa de Abono de Família dos Empregados Bancários (CAFEB), abolished by the same law. In consequence of this change, the pension rights of active employers is to be covered under the terms defined by the General Social Security Regime, taking into account the length of service from 1 January 2011 until retirement. The differential required to support the guaranteed pension in terms of the ACT is paid by the Banks. The pension liabilities and health care benefits are covered by funds that are managed by ESAF – Espírito Santo Fundos de Pensões, S.A., a Group’s subsidiary. The pension plans of the Group are classified as defined benefit plans, since the criteria to determine the pension benefit to be received by employees on retirement are predefined and usually depend on factors such as age, years of service and level of salary. In the light of IFRS 1, the Group decided to adopt, at transition date (1 January 2004), IAS 19 retrospectively and has recalculated the pension and other post-retirement benefits obligations and the corresponding actuarial gains and losses, to be deferred in accordance with the corridor method allowed by this accounting standard. 89 Interim Report BANCO ESPÍRITO SANTO The liability with pensions is calculated semi-annually by the Group, as at 31 December and 30 June for each plan individually, using the projected unit credit method, and is reviewed annually by qualified independent actuaries. The discount rate used in this calculation is determined based on market rates of emissions associated with high quality corporate bonds, denominated in the currency in which benefits will be paid and with a similar maturity to the date of termination of the plan. Actuarial gains and losses determined semi-annually and resulting from (i) the differences between financial and actuarial assumptions used and real values obtained and (ii) changes in the actuarial assumptions, are recognised as an asset or liability and are recognised in the income statement using the corridor method defined by IAS 19. This method establishes that the actuarial gains and losses accumulated at the beginning of the period that exceed the greater of 10% of the pension liabilities or the fair value of the plan assets, as at the beginning of the period, are charged to the income statement over a period not to exceed the average of the remaining working lives of the employees participating in the plan. The Group has determined on the basis of the above criteria to amortise the actuarial gains and losses that fall outside the corridor over a 15 year period. The actuarial gains and losses accumulated at the beginning of the period that are within the corridor are not recognised in the income statement. At each period, the Group recognises as a cost in the income statement a net total amount that comprises (i) the service cost, (ii) the interest cost, (iii) the expected return on plan assets, (iv) a portion of the net cumulative actuarial gains and losses determined using the corridor method, and (v) the effect of curtailment losses related with early retirements, which includes the early amortisation of the respective actuarial gains and losses. The effect of the early retirements corresponds to the increase in pension liabilities due to retirements before the normal age of retirement, which is 65 years. The Group makes payments to the funds in order to maintain its solvency and to comply with the following minimum levels: (i) the liability with pensioners shall be totally funded at the end of each year, and (ii) the liability related to past services cost with employees in service shall be funded at a minimum level of 95%. Semiannually, the Group assesses for each plan separately, the recoverability of any recognised asset in relation to the defined benefit pension plans, based on the expectation of reductions in future contributions to the funds. 90 Interim Report BANCO ESPÍRITO SANTO Health care benefits The Group provides to its banking employees health care benefits through a specific Social-Medical Assistance Service. This Social-Medical Assistance Service (SAMS) is an autonomous entity which is managed by the respective Union. SAMS provides to its beneficiaries services and/or contributions on medical assistance expenses, diagnostics, medicines, hospital confinement and surgical operations, in accordance with its financing availability and internal regulations. The annual contribution of the Group to SAMS amounts to 6.5% of the total annual remuneration of employees, including, among others, the holiday and Christmas subsidy. The measurement and recognition of the Group’s liability with post-retirement healthcare benefits is similar to the measurement and recognition of the pension liability described above. Since 2008, these benefits are covered by the Pension Fund which at present covers all responsibilities with pensions and health care benefits. Long-term service benefits In accordance with the ACT "Acordo Colectivo de Trabalho" for the banking sector, the Group has assumed the commitment to pay to current employees that achieve 15, 25 and 30 years of service within the Group, long-term service premiums corresponding, respectively, to 1, 2 and 3 months of their effective monthly remuneration earned at the date the premiums are paid. At the date of early retirement or disability, employees have the right to a premium proportional to what they would earn if they remained in service until the next payment date. These long-term service benefits are accounted for by the Group in accordance with IAS 19 as other longterm employee benefits. The liability with long-term service benefits is calculated semi-annually, at the balance sheet date, by the Group using the projected unit credit method. The actuarial assumptions used are based on the expectations about future salary increases and mortality tables. The discount rate used in this calculation was determined based on the same methodology described for pensions. In each period the increase in the liability for long-term service premiums, including actuarial gains and losses and past service costs is charged to the income statement. Share based incentive scheme (SIBA) BES and its subsidiaries established a share based payment scheme (SIBA), which ended in December 2010 that allowed its employees to acquire BES shares with deferred settlement financed by it. The 91 Interim Report BANCO ESPÍRITO SANTO employees had to hold the shares for a minimum of two to four years after which they can sell the shares in the market and repay the debt. However, the employees had, after the referred period, the option to sell the shares back to BES at acquisition cost. The shares held by the employees under SIBA were accounted for as treasury stock of BES, being this scheme classified as an equity settlement share based payment in accordance with IFRS 2 – Share based payments. Each option under the scheme was fair valued on grant date and was recognised as an expense, with a corresponding increase in equity, over the vesting period. Annually the amount recognised as an expense was adjusted to reflect the actual number of options that vest. The equity instruments granted were not remeasured for subsequent changes in their fair value. Variable remuneration payment plan During the first semester of 2008, following the General Shareholders Meeting held on 31 March 2008, BES and its subsidiaries established a benefits payment scheme - Variable remuneration payment plan (PPRV – 2008/2011). Under this incentive scheme, employees of BES and its subsidiaries have the right to a future cash payment, corresponding to the appreciation of BES shares above a pre-established price (strike price). In order to receive this payment, the employees have to remain in the Bank for a minimum period of three years. This variable remuneration payment plan is within the scope of IFRS 2 – Share based payments and corresponds to a cash settlement share based payment. The fair value of this benefit plan at inception, determined at its grant date, will be taken to the income statement as staff costs over a period of three years. The recognised liability under the plan is re-measured at each balance sheet date, being the fair value changes recognised in the income statement under the caption net gains from financial assets at fair value through profit or loss. Variable remuneration payment plan on financial instruments (PRVIF) Following the recommendations of the Supervising and Regulatory authorities, on the shareholders General Meeting, held in 6 April 2010 it was approved a new remuneration policy for the Executive Committee members. This policy consists in giving to the Executive Committee members a fixed remuneration, which should represent approximately 45% of the total remuneration, and a variable component representing around 55% of the total remuneration. The variable remuneration shall have two components: one associated with short-term performance and another with medium-term 92 Interim Report BANCO ESPÍRITO SANTO performance. Half of the short-term component must be paid in cash and the remaining 50% should be paid over a three years period, with half of these payments to be made in cash and the remaining through the attribution of shares. The medium-term component has associated a share options program with the exercise of the options set at 3 years from the date of its attribution. The execution of PRVIF regarding the total remunerations in cash, number of shares and options attributable to each Executive Committee member will be determined by the Remuneration Committee. Regarding the first scheme, the attribution of PRVIF shares to the beneficiaries is performed on a deferred basis over a period of three years ( 1st year: 33%; 2nd year: 33% and 3rd year: 34%) and is subject to the achievement of a Return on Equity (ROE) greater than or equal to 5%. Regarding the attribution of options to the beneficiaries is also performed by the Remuneration Committee, and the exercise price is equal to the single average of the closing prices of BES shares on NYSE Euronext Lisbon during the 20 days preceding the day of attribution of the options, plus 10%. The option can only be exercised at maturity and the beneficiary may choose between the physical settlement or the financial settlement of the options. PRVIF provides for the granting of options on BES shares to the Bank Top Management. The options are granted by the Board of Directors to the beneficiaries in identical terms to those explained above for the attribution of options to the members of the Executive Committee. PRVIF is accounted for under IFRS rules (IFRS 2 and IAS 19). Bonus to employees and to the Board of Directors In accordance with IAS 19 Employee benefits, the bonus payment to employees and to the Board of Directors is recognised in the income statement in the period to which they relate. 2.16. Income tax Income tax for the period comprises current tax and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Income tax recognised directly in equity relating to fair value remeasurement of available-for-sale financial assets and cash flow hedges is subsequently recognised in the income statement when gains or losses giving rise to the income tax are also recognised in the income statement. Current tax is the tax expected to be paid on the taxable profit for the period, calculated using tax rates enacted or substantively enacted at the balance sheet date at each jurisdiction. 93 Interim Report BANCO ESPÍRITO SANTO Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax basis, and is calculated using the tax rates enacted or substantively enacted at the balance sheet date in any jurisdiction and that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax liabilities are recognised for all taxable temporary differences except for goodwill, not deductible for tax purposes, differences arising on initial recognition of assets and liabilities that affect neither accounting nor taxable profit and differences relating to investments in subsidiaries to the extent that probably they will not reverse in the foreseeable future. Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which deductible temporary differences can be deducted. The Group offsets deferred taxes assets and liabilities for each subsidiary, whenever (i) the subsidiary has a legally enforceable right to set off current tax assets against current tax liabilities, and (ii) they relate to income taxes levied by the same taxation authority. This offset is therefore performed at each subsidiary level, being the deferred tax asset presented in the consolidated balance sheet the sum of the subsidiaries’ amounts which present deferred tax assets and the deferred tax liability presented in the consolidated balance sheet the sum of the subsidiaries’ amounts which present deferred tax liabilities. 2.17. Provisions Provisions are recognised when: (i) the Group has present legal or constructive obligation, (ii) it is probable that settlement will be required in the future and (iii) a reliable estimate of the obligation can be made. Restructuring provisions are recognised when the Group has approved a detailed and formal restructuring plan and such restructuring either has commenced or has been announced publicly. A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable costs of meeting its obligation under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net costs of continuing with the contract. 2.18. Interest income and expense Interest income and expense are recognised in the income statement under interest and similar income and interest expense and similar charges for all non-derivative financial instruments measured at 94 Interim Report BANCO ESPÍRITO SANTO amortised cost and for the available-for-sale financial assets, using the effective interest rate method. Interest income arising from non-derivative financial assets and liabilities at fair value through profit or loss is also included under interest and similar income or interest expense and similar charges, respectively. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. The effective interest rate is calculated at inception and it is not subsequently revised. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment options) but does not consider future credit losses. The calculation includes all fees and commissions paid or received that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. In the case of financial assets or groups of similar financial assets for which an impairment loss was recognised, interest income is calculated using the interest rate used to measure the impairment loss. For derivative financial instruments, except for derivatives for risk management purposes (see Note 2.4), the interest component of the changes in their fair value is not separated out and is classified under net gains/(losses) from financial assets and financial liabilities at fair value through profit or loss. The interest component of the changes in the fair value of derivatives for risk management purposes is recognised under interest and similar income or interest expense and similar charges. 2.19. Fee and commission income Fees and commissions are recognised as follows: • Fees and commissions that are earned on the execution of a significant act, as loan syndication fees, are recognised as income when the significant act has been completed; • Fees and commissions earned over the period in which the services are provided are recognised as income in the period the services are provided; • Fees and commissions that are an integral part of the effective interest rate of a financial instrument are recognised as income using the effective interest rate method. 95 Interim Report BANCO ESPÍRITO SANTO 2.20. Dividend income Dividend income is recognised when the right to receive payment is established. 2.21. Segmental reporting The Group adopted IFRS 8 – Segmental reporting, for the disclosure of the financial information by operating segments (see Note 4). A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. The results of the operating segments are periodically reviewed by the Management for decisions taking purposes. The Group prepares on a regular basis, financial information regarding the operating segments, which is reported to the Management. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and return that are different from those of segments operating in other economic environments. 2.22. Earnings per share Basic earnings per share is calculated by dividing net income available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, excluding the average number of ordinary shares purchased by the Group and held as treasury stock. For the diluted earnings per share, the weighted average number of ordinary shares outstanding is adjusted to assume conversion of all dilutive potential ordinary shares, such as convertible debt and share options granted to employees. Potential or contingent share issuances are treated as dilutive when their conversion to shares would decrease net earnings per share. 2.23. Cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents comprise balances with less than three months’ maturity from the inception date, including cash, deposits with banks and deposits at Central Banks. Cash and cash equivalents exclude restricted balances with central banks. 96 Interim Report BANCO ESPÍRITO SANTO NOTE 3 – CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS IN APPLYING ACCOUNTING POLICIES IFRS set forth a range of accounting treatments and require management to apply judgement and make estimates in deciding which treatment is most appropriate. The most significant of these accounting policies, are discussed in this section in order to improve understanding of how their application affects the Group’s reported results and related disclosure. A broader description of the accounting policies applied by the Group is shown in Note 2 to the Consolidated Financial Statements. Because in many cases there are other alternatives to the accounting treatment chosen by management, the Group’s reported results would differ if a different treatment were chosen. Management believes that the choices made are appropriate and that the financial statements present the Group’s financial position and results fairly in all material aspects. 3.1. Impairment of available-for-sale financial assets The Group determines that available-for-sale financial assets are impaired when there has been a significant or prolonged decline in the fair value below its cost or when it has identified an event with impact on the estimated future cash flows of the assets. This determination requires judgement based on all available relevant information, including the normal volatility of the financial instruments prices. Considering the high volatility of the markets, the Group has considered the following parameters when assessing the existence of impairment losses: (i) Equity securities: declines in market value above 30% in relation to the acquisition cost or market value below the acquisition cost for a period longer than twelve-months; (ii) Debt securities: objective evidence of events that have an impact on the estimated future cash flows of these assets. In addition, valuations are generally obtained through market quotation or valuation models that may require assumptions or judgement in making estimates of fair value. Alternative methodologies and the use of different assumptions and estimates could result in a higher level of impairment losses recognised with a consequent impact in the income statement of the Group. 3.2. Fair value of derivatives Fair values are based on listed market prices if available; otherwise fair value is determined either by dealer price quotations (both for that transaction or for similar instruments traded) or by pricing models, based on net present value of estimated future cash flows which take into account market conditions 97 Interim Report BANCO ESPÍRITO SANTO for the underlying instruments, time value, yield curve and volatility factors. These pricing models may require assumptions or judgements in estimating fair values. Consequently, the use of a different model or different assumptions or judgements in applying a particular model may have produced different financial results from the ones reported. 3.3. Impairment losses on loans and advances The Group reviews its loan portfolios to assess impairment on a regular basis, as described in Note 2.5. The evaluation process in determining whether an impairment loss should be recorded in the income statement is subject to numerous estimates and judgements. The frequency of default, risk ratings, loss recovery rates and the estimation of both the amount and timing of future cash flows, among other factors, are considered in making this evaluation. Alternative methodologies and the use of different assumptions and estimates could result in a different level of impairment losses with a consequent impact in the consolidated income statement of the Group. 3.4. Securitisations and special purpose entities (SPE) The Group sponsors the formation of special purpose entities (SPEs) primarily for asset securitisation transactions. The Group does not consolidate SPEs that it does not control. As it can sometimes be difficult to determine whether the Group does control an SPE, it makes judgements about its exposure to the risks and rewards, as well as about its ability to make operational decisions for the SPE in question (see Note 2.2). The determination of the SPEs that needs to be consolidated by the Group requires the use of estimates and assumptions in determining the respective expected residual gains and losses and which party retains the majority of such residual gains and losses. Different estimates and assumptions could lead the Group to a different scope of consolidation with a direct impact in net income. 3.5. Held-to-maturity investments The Group follows the guidance of IAS 39 on classifying non-derivative financial assets with fixed or determinable payments and fixed maturity as held-to-maturity. This classification requires significant judgement. 98 Interim Report BANCO ESPÍRITO SANTO In making this judgement, the Group evaluates its intention and ability to hold such investments to maturity. If the Group fails to keep these investments to maturity other than for the specific circumstances – for example, selling an insignificant amount close to maturity – it will be required to reclassify the entire class as available-for-sale. The investments would therefore be measured at fair value instead of amortised cost. Held-to-maturity investments are subject to impairment tests made by the Group. The use of different assumptions and estimates could have an impact on the income statement of the Group. 3.6. Income taxes The Group is subject to income taxes in numerous jurisdictions. Significant interpretations and estimates are required in determining the worldwide amount for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Different interpretations and estimates would result in a different level of income taxes, current and deferred, recognised in the period. The Tax Authorities are entitled to review the Bank and its subsidiaries located in Portugal’s determination of annual taxable earnings, for a period of four years or six years in case there are tax losses brought forward. Hence, it is possible that some additional taxes may be assessed, mainly as a result of differences in interpretation of the tax law. However, the Board of Directors of the Bank, and those of its subsidiaries, are confident that there will be no material tax assessments within the context of the financial statements. 3.7. Pension and other employees’ benefits Determining pension liabilities requires the use of assumptions and estimates, including the use of actuarial projections, estimated returns on investment, and other factors that could impact the cost and liability of the pension plan. Changes in these assumptions could materially affect these values. 99 Interim Report BANCO ESPÍRITO SANTO NOTE 4 – SEGMENT REPORTING BES Group activities are focused on the financial sector and are directed to companies, institutionals and private customers. The Group’s decision centre is in Portugal, which makes it its privileged market. The historical link with Brazil and Africa, the globalization of the Portuguese companies and the Portuguese emigration to several countries, led to an internationalisation of the Group, which already has an international structure contributing significantly to the Group’s activities and results. The Group’s products and services includes deposits, loans to retail and corporate customers, fund management, broker and custodian services, investment banking services and the commercialization of life and non-life insurance products. Additionally, the Group makes short, medium and long term investments in the financial and currency exchange markets with the objective of taking advantages from the prices changes or to have a return from its available resources. The Group has BES as its main operating unit- with 663 branches in Portugal and with branches in London, New York, Spain (25 branches), Nassau, Cayman Islands, Cape Verde, Venezuela and Madeira Free Zone and 11 representation offices – with BES Investmento (investment banking); BES Angola (39 branches); BES Açores (18 branches); Banco BEST (11 branches); Espírito Santo Bank; BES Oriente; Aman Bank; BES Vénétie; Espírito Santo Activos Financeiros (ESAF); BES Seguros (non life insurance) and BES Vida, among other companies. When evaluating the performance by business area, the Group considers the following Operating Segments: (1) Domestic Commercial Banking, including Retail, Corporate, Institutional and Private Banking; (2) International Commercial Banking; (3) Investment Banking; (4) Asset Management; (5) Capital Markets and Strategic Investments; and (6) Corporative Centre. Each segment includes the BES structures that directly or indirectly relate to it, and also the other units of the Group whose activities are most related to one of these segments. In addition to the individual evaluation of each operating unit of the Group (considered as an investment centre), the Executive Committee defines strategies, commercial programs and performance evaluation for each operating segment. Complementary, the Group uses a second segmentation of its activities and results according to geographic criteria, segregating the activity and the results generated from the units located in Portugal (domestic activities) from the units located abroad (international activities). 100 Interim Report BANCO ESPÍRITO SANTO 4.1. Operating Segments Description Each of the operating segments includes the following activities, products, customers and Group structures: Domestic Commercial Banking This operating segment includes all the banking activity with corporate and institutional customers developed in Portugal, based in the branch offices network, corporate centres and other channels and includes the following: a) Retail: corresponds to all activity developed by BES in Portugal with private customers and small businesses, fundamentally originated by the branches network, agent network and electronic channels. The financial information of the segment relates to, among other products and services, mortgage loans, consumer credit, financing the clients’ activity, deposits repayable on demand and term deposits, retirement plans and other insurance products to private customers, commissions over account management and electronic payments, the investment funds cross-selling and brokerage and custodian services. b) Corporate and Institutional: includes BES activities in Portugal with small, medium and large companies, through its commercial structure dedicated to this segment, which includes 24 corporate centres. Also includes activities with institutional and municipal customers. The main products considered on this segment are: discounted bills, leasing, factoring and short and long term loans; includes deposits and guarantees, custodian services, letters of credit, electronic payments management and other services. c) Private Banking: includes private banking activity of BES, all profit, loss and assets and liabilities associated to customers classified as private by BES. The main products considered on this segment are: deposits; discretionary management, selling of investment funds, custodian services, brokerage services and insurance products. International Commercial Banking This operating segment includes the units located abroad, which banking activities are focused on corporate and retail customers, excluding investment banking and asset management, which are integrated in the corresponding segments. Among the units comprising this segment are BES Angola and Spain, London, New York, Cape Verde and Venezuela Branches of BES. The main products included in this segment are deposits, credit, leveraged finance, structured trade finance and project finance operations. This segment, in the context of the funding strategy, has been assuming a relevant role, mainly within institutional customers. 101 Interim Report BANCO ESPÍRITO SANTO Investment Banking Includes assets, liabilities, profits and losses of the operating units that consolidate in BES Investimento, which comprises all the investment banking activities of the Group originated in Portugal and abroad. In addition to the lending activity, deposits and other forms of funding, it includes Project Finance advisory services, mergers and acquisitions, restructuring and debt consolidation, initial public offerings (shares and bonds), brokerage and other investment banking services. Asset Management This segment includes the asset management activities developed by ESAF in Portugal and abroad (Spain, Brazil, Angola, Luxembourg and United Kingdom). ESAF’s products includes all types of funds - investment funds, real estate funds and pension funds, and also includes discretionary management services and portfolio management. Capital Markets and strategic investments This segment includes the financial management of the Group, namely the investments in capital markets instruments (equity and debt), whether they are integrated in trading, fair value, available for sale or held to maturity financial assets portfolios. Also included in this segment is the Group’s investment in non-controlling strategic positions, as well as all the activity inherent to interest rate and exchange rate risk management, long and short positions on financial instruments management, which allow the Group to take advantage of the price changes in those markets where these instruments are exchanged. Corporative centre This area does not correspond to an operating segment. It refers to an aggregation of corporative structures acting throughout the entire Group, such as, areas related to the Board of Directors, Compliance, Planning, Financial and Accounting, Risk management, Investor Relations, Internal Audit, Organization and Quality, among others. 4.2. Allocation criteria of the activity and results to the operating segments The financial information presented for each segment was prepared in accordance with the criteria followed for the preparation of internal information analysed by the decision makers of the Group, as required by IFRS. The accounting policies applied in the preparation of the financial information related with the operating segments are consistent with the ones used in the preparation of these consolidated financial statements, which are described in Note 2, being also adopted the following principles: 102 Interim Report BANCO ESPÍRITO SANTO Measurement of profit or loss from operating segments The Group uses net income before taxes as the measure of profit or loss for evaluating the performance of each operating segment. Autonomous Operating Segments As mentioned above, each operating unit (branches abroad, affiliated and associated entities) is evaluated separately, as these units are considered investment centres. Additionally, considering the characteristics of the business developed by these units, they are fully included in one of the operating segments, assets, liabilities, equity, income and expenses. BES structures dedicated to segments BES activity comprises most of its operating segments and therefore its activity is disaggregated. For the purpose of allocating the financial information, the following principles are used: (i) the origin of the operation, i.e., the operation is allocated to the same segment as the commercial structure that originated it, even though, in a subsequent phase, the group makes a strategic decision in order to securitize some of these originated assets; (ii) the allocation of a commercial margin to mass-products, established in a high level when the products are launched; (iii) the allocation of a margin directly negotiated by the commercial structures with the clients for non-mass-products; (iv) the allocation of direct costs from commercial and central structures dedicated to the segment; (v) the allocation of indirect cost (central support and IT services) determined in accordance with specific drivers and with the Cost Based Approach (CBA) model; (vi) the allocation of credit risk determined in accordance with the impairment model; (vii) the allocation of the Bank total equity to the capital markets and strategic investments segment. The transactions between the independent and autonomous units of the Group are made at market prices; the price of the services between the structures of each unit, namely the price established for funding between units, is determined by the margins process referred above (which vary in accordance with the strategic relevance of the product and the balance between funding and lending); the remaining internal transactions are allocated to the segments in accordance with CBA without any margin from the supplier. The interest rate risk, exchange risk, liquidity risk and others, except for credit risk, are included in the Financial Department, whose mission is to make the Bank’s financial management. The related activity and results are included in Capital Markets and Strategic Investments segment. Interest and similar income/expense Since the Group’s activities are exclusively related to the financial sector, the major income results from the difference between interest received on assets and interest paid from liabilities. This situation and the fact that the segments evaluation is based on negotiated margins or determined previously to each 103 Interim Report BANCO ESPÍRITO SANTO product, leads to the results on the intermediation activity being presented, as permitted by IFRS 8 paragraph 23, as the net value of interest under the designation of Financial Income. Consolidated Investments under the Equity Method Investments in associated companies consolidated under the equity method are included in Capital Markets and Strategic Investments segment, in case of BES associates. For other companies of the Group, the same entities are included in the segment they relate to. Non current assets Non current assets, according to IFRS 8, include Other Tangible Assets and Intangible Assets. BES includes these assets on the Capital Markets and Strategic Investments segment; the non current assets held by the subsidiaries are allocated to the segment in which these subsidiaries develop their business. Income taxes Income tax is a part of the Group net income but does not affect the evaluation of most of the Operating Segments. Deferred tax assets and liabilities are included in the Capital Markets and Strategic Investments segment. Post Employment Benefits Assets under post employment benefits are managed in a similar way to deferred income taxes assets, and are included in the Capital Markets and Strategic Investments segment. The factors that influence the amount of responsibilities and the amount of the funds assets correspond, mainly, to external elements; it is Group’s policy not to include these factors on the performance evaluation of the operating segments, which activities relate to customers. Domestic and International Areas In the disclosure of financial information by geographical areas, the operating units that integrate the International Area are: BES Angola and its branches, BES África, Aman Bank, BES Oriente, Espírito Santo Bank, BES Cape Verde; Espírito Santo Vénétie, Banco Delle Tre Venezie, London, Spain, New York and Cape Verde branches and the operating units located abroad from BES Investimento and ESAF. The financial elements related to the international area are presented in the financial statements of those units with the respective consolidation and elimination adjustments. The primary segments reporting are presented as follows: 104 Interim Report BANCO ESPÍRITO SANTO (in thousands of euro) Six month period ended 30.06.2011 Corporates a nd Institutionals Retail Banking Private banking International retail banking Investment banking Asset management Ca pital markets and strategic investments Corporate center Total Net intere st income 176 31 3 63 773 37 564 224 754 37 644 588 2 1 77 - 542 81 3 Other operating income 11 7 81 4 1 34 729 1 1 916 49 902 78 134 28 900 277 807 - 699 202 Total operating income 294 1 27 1 98 502 49 480 274 656 1 15 778 29 488 279 984 - 1 242 01 5 Ope rating expenses 262 583 1 12 61 4 1 0 378 126 087 1 09 452 11 851 308 302 108 422 1 049 689 31 081 469 654 Of which: Provisions/Impairment 49 852 79 694 783 24 270 819 283 1 55 - Gains on disposal of investments in subsidiaries and asso - - - - - - 380 - 380 Share of profit of associates - - - 1 00 2 393 - 1 0 384 - 12 877 31 544 85 888 39 1 02 148 669 8 71 9 17 637 ( 17 554) ( 1 08 422) 205 583 452 16 844 8 ( 51 487) ( 2 714) ( 9 581 ) 78 766 - 32 288 Profit before income tax Inter-segments operating income (in thousands of euro) Six month period ended 30.06.2010 Corporates a nd Institutionals Retail Banking Private banking International retail banking Investment banking Asset management Ca pital markets and strategic investments Corporate center Total Net intere st income 180 543 1 34 856 7 386 192 057 41 604 243 ( 10 348) - 546 341 Other operating income 122 969 1 12 259 1 4 932 51 895 81 364 28 380 162 692 - 574 491 Total operating income 303 51 2 247 11 5 22 318 243 952 1 22 968 28 623 152 344 - 1 1 20 832 Ope rating expenses 235 554 88 21 4 1 2 006 124 465 84 858 12 135 128 023 11 6 846 802 101 238 773 O f which: Provisions/Impairment 19 669 56 720 1 217 34 969 21 61 0 ( 48) 104 636 - Gains on disposal of investments in subsidiaries and asso - - - - - - - - - Share of profit of associates - - - - 4 886 - 1 5 873 - 20 759 67 958 1 58 901 1 0 312 11 9 487 42 996 16 488 40 1 94 ( 1 16 846) 339 490 1 1 85 18 399 94 ( 11 198) 3 756 ( 1 1 330) 34 023 - 34 929 Profit before income tax Inter-segments operating income The secondary segment information is prepared in accordance with the geographical distribution of the Group’s business units, as follows: (in thousands of euro) 30.06.2011 P ortugal N et profit for the period N et assets C apital expenditure (P roperty and equipment) C apital expenditure (Intangible assets) 72 59 048 7 14 546 963 792 532 F rance / Luxembourg S pain 6 647 4 791 973 920 1 438 United Kingdom 4 290 77 361 - United States of America 7 522 5 051 1 15 1 67 2 320 7 148 1 496 41 2 3 796 409 Brazil 1 3 630 2 71 1 740 332 8 Angola Cape Verde 41 681 5 992 837 33 280 739 Macao 543 106 694 506 16 O ther 667 225 122 207 2 Total 1 336 659 826 79 232 1 56 80 1 62 47 19 01 0 043 079 696 (in thousands of euro 30.06.201 0 Portugal Net profit for the period Net assets * Capital expenditure (P roperty and equipment) * Capital expenditure (Intangible assets) * 186 077 61 472 957 40 656 105 002 S pain 8 5 498 1 22 077 374 325 632 France / Luxembourg 3 240 72 470 - U nited Kingdom 41 5 601 3 6 388 399 11 8 733 U nited S tates of America 5 480 1 562 993 14 - B razil 10 371 2 672 1 91 - Angola 28 794 5 923 889 1 48 435 695 Cape Verde 1 165 1 11 437 1 281 85 Macao 886 252 857 36 - O ther ( 3 300) 486 860 11 6 Total 282 1 78 83 655 427 1 94 865 1 35 263 * Information as at 3 1 De cembe r 201 0 105 Interim Report BANCO ESPÍRITO SANTO NOTE 5 – NET INTEREST INCOME This balance is analysed as follows: (in thousands of euro) Six month period ended 30.06.201 1 In teres t and s imilar inc ome Interest from loans and advances Interest from financial assets at fair value through profit or loss Interest from deposits with banks Interest from available-for-sale financial assets Interest from derivatives for risk management purposes Interest from held-to-maturity financ ial assets Other interest and similar income In teres t ex pense and s imilar c harges Interest from debt securities Interest from amounts due to customers Interest from deposits from central banks and other banks Interest from derivatives for risk management purposes Interest from subordinated debt Other interest and similar income 1 228 98 45 1 91 326 50 8 30.06.2010 854 393 874 366 292 730 157 953 146 1 54 752 35 888 1 56 435 501 077 52 988 7 120 1 949 666 1 861 406 417 459 200 276 47 5 237 774 824 459 11 0 449 467 879 1 93 060 1 38 537 454 707 59 451 1 431 1 406 853 1 31 5 065 542 81 3 546 341 Interest from loans and advances includes an amount of euro 20 585 thousand (30 June 2010: euro 10 815 thousand) related to the unwind of discount regarding the impairment losses of loans and advances to customers that are overdue (see Note 22). Interest from derivatives for risk management purposes includes, in accordance with the accounting policy described in Notes 2.4 and 2.18, interests from hedging derivatives and from derivatives used to manage the risk of certain financial assets and financial liabilities designated at fair value through profit or loss in accordance with the accounting policy described in Notes 2.5, 2.6 and 2.8. 106 Interim Report BANCO ESPÍRITO SANTO NOTE 6 – NET FEE AND COMMISSION INCOME This balance is analysed as follows: (in thousands of euro) S ix month period ended 30.06.201 1 Fee and c ommiss io n inc ome F rom banking s ervices F rom guarantees granted F rom transac tions with securities F rom commitments as sumed to third parties Other fee and commission income Fee and c ommiss io n ex pens es F rom banking s ervices rendered by third parties F rom transac tions with securities F rom guarantees rec eived Other fee and commission expens es 248 97 41 23 43 30.06.201 0 254 023 033 141 397 249 1 91 85 837 21 353 21 375 48 895 452 848 426 651 41 13 2 10 084 566 841 695 34 663 1 0 381 1 659 9 237 68 186 55 940 384 662 370 71 1 107 Interim Report BANCO ESPÍRITO SANTO NOTE 7 – NET GAINS / (LOSSES) FROM FINANCIAL ASSETS AND FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS This balance is analysed as follows: ( in thousands of euro) Six mon th period ended Gains 30.06.2011 Los ses Total 30.06.2010 Los ses Gains Total T rading as s ets an d liabilities B onds and other fixed income securities Issued by government and public entities Issued by other entities 1 5 378 1 1 485 39 954 3 834 ( 24 576) 7 651 1 06 587 1 8 743 17 292 16 154 89 295 2 589 S hares 47 571 21 369 26 202 44 976 70 747 ( 25 771 ) 31 5 493 ( 178) 763 5 31 9 ( 4 556) 74 749 65 650 9 099 1 71 069 1 09 51 2 61 557 Other variable income securities D erivativ e financial ins truments E xchange rate contracts Interest rate contracts E quity/Index contracts C redit default contracts Other 1 01 8 51 4 2 905 353 1 230 41 0 256 467 1 88 222 1 1 33 2 925 1 231 255 1 81 068 493 580 976 666 ( 1 14 554) ( 20 140) ( 1 170) 491 6 556 1 260 095 3 063 449 736 975 201 530 225 435 1 369 3 1 04 740 211 227 961 064 166 567 837 ( 1 09 866) ( 40 615) ( 3 1 91 ) ( 1 0 037) ( 2 402) 5 598 966 5 727 783 ( 1 28 81 7) 5 487 484 5 653 595 ( 1 66 1 11 ) 5 673 71 5 5 793 433 ( 1 19 71 8) 5 658 553 5 763 107 ( 1 04 554) 74 694 68 346 6 348 1 52 630 81 337 71 293 693 - 693 79 1 793 ( 1 714) 84 656 1 77 11 5 ( 92 459) 73 000 89 854 ( 1 6 854) 1 60 043 245 461 ( 85 41 8) 225 709 1 72 984 52 725 1 63 552 1 46 842 1 6 71 0 87 379 96 220 ( 8 841 ) 256 544 210 165 46 379 1 47 482 1 36 657 10 825 580 139 602 468 ( 22 329) 460 570 405 861 54 709 6 253 854 6 395 901 ( 1 42 047) 6 1 1 9 1 23 6 1 68 968 ( 49 845) F inanc ial as sets and liabilities at fair value through profit o r los s S ecurities B onds and other fixed income securities S hares Other variable income securities Other financ ial assets Financial liabilities ( 1) ( 1) (1 ) includes the fair value change on hedged ass ets/liabilities or at fair value option As at 30 June 2011, this balance includes a negative effect of euro 19.0 million related to the change in fair value of financial liabilities designated at fair value through profit or loss attributable to the entity’s credit risk component (30 June 2010: positive effect of euro 60.5 million). 108 Interim Report BANCO ESPÍRITO SANTO NOTE 8 – NET GAINS FROM AVAILABLE-FOR-SALE FINANCIAL ASSETS This balance is analysed as follows: (in thousands of euro) Six mon th period ended 30.06.201 1 Gains Bonds and other fixed income securities Issued by government and public entities Issued by other entities Shares Other variable income s ecurities Los ses 30.06.2010 Total Gains L oss es Total 5 134 12 483 1 188 18 987 3 946 ( 6 504) 1 6 209 30 234 1 8 600 8 630 ( 2 391) 21 604 219 146 57 321 161 825 184 1 31 39 523 1 44 608 9 537 334 9 203 2 1 65 283 1 882 246 300 77 830 168 470 232 739 67 036 1 65 703 During the six month period ended 30 June 2011, the Group sold at market prices through the overall stock exchange 81.6 million ordinary shares of Bradesco (its entire shareholding position in Banco Bradesco) and transacted on the stock exchange 165.4 million ordinary shares of EDP. The realised net gain obtained with these transactions amounted to euro 176.7 million. During the six month period ended 30 June 2010, the Group sold at market prices through the overall stock exchange 22.5 million ordinary shares of Bradesco; 24 million ordinary shares of Bank of America and 129.3 million ordinary shares of Citigroup. The realised net gain following these transactions was euro 159.6 million. Related party transactions are described in Note 42. 109 Interim Report BANCO ESPÍRITO SANTO NOTE 9 – NET GAINS FROM FOREIGN EXCHANGE DIFFERENCES This balance is analysed as follows: (in thousands of euro) S ix month period ended Foreign exchange translation Gains 30.06.201 1 L oss es 1 085 379 1 055 232 30 1 47 654 274 636 870 17 404 1 085 379 1 055 232 30 1 47 654 274 636 870 17 404 Total Gains 30.06.2010 Los ses Total This balance includes the exchange differences arising on translating monetary assets and liabilities at the exchange rates ruling at the balance sheet date in accordance with the accounting policy described in Note 2.3. NOTE 10 – NET GAINS / LOSSES FROM THE SALE OF OTHER ASSETS (in thousand of euro) Six month period ended 30.06.201 1 Loans and advances to cos tumers (deleverage ) N on current assets held for trade Other 30.06.2010 ( 53 780) ( 3 056) 1 0 625 ( 6 042) 2 800 ( 46 21 1 ) ( 3 242) Under the strategy of reducing assets (deleverage), the Group sold euro 1.4 billion of loans during the six month period ended 30 June 2011, having recorded in the income statement a loss of euro 53.8 million. 110 Interim Report BANCO ESPÍRITO SANTO NOTE 11 – OTHER OPERATING INCOME AND EXPENSES This balance is analysed as follows: (in thousands of euro) Six month period ended 30.06.201 1 Other operating inc ome / (expens es ) IT related business Gains on repurchase of Group debt securities (see Notes 33 and 36) N on recurring gains on credit operations N on recurring gains on advisory services D irect and indirect taxes C ontributions to the deposits guarantee fund Membership and donations Other 30.06.2010 3 402 3 379 147 694 1 5 431 2 1 51 ( 24 254) ( 3 020) 4 251 9 81 7 3 359 ( 5 167) ( 2 741 ) ( 3 780) 25 626 ( 3 991 ) ( 4 050) 163 250 4 857 Direct and indirect taxes include an amount of euro 15.2 million relating to the cost related with the introduction of a Banking levy, created by Law No. 55-A/2010 of 31 December (see Note 35). 111 Interim Report BANCO ESPÍRITO SANTO NOTE 12 – STAFF COSTS This balance is analysed as follows: (in thousands of euro) S ix month period ended 30.06.201 1 Wages and salaries Remuneration Long-term service benefits (see N ote 1 3) Mandatory social charges Pension costs (see Note 1 3) Other costs 220 218 1 49 33 9 30.06.2010 340 424 91 6 082 437 483 21 8 889 21 6 456 2 433 31 982 40 096 7 992 312 342 298 959 Included in other costs is the amount of euro 1 792 thousand (30 June 2010: euro 2 150 thousand) related with the variable remuneration payment plan (PPRV), in accordance with the accounting policy described in Note 2.15. The details of these plans are presented in Note 13. Also included in other costs is the amount of euro 1 577 thousand related with variable remuneration granted under PRVIF (see Note 13). As at 30 June 2011 and 2010, the number of employees of the Group is analysed as follows: 30.06.2011 30.06.201 0 BE S employees Employed by the Group subsidiaries 6 780 3 155 6 709 2 823 Total employees of the Group 9 935 9 532 112 Interim Report BANCO ESPÍRITO SANTO NOTE 13 – EMPLOYEE BENEFITS Pension and health-care benefits In compliance with the collective labor agreement (ACT) for the banking sector established with the unions, the Bank undertook the commitment to grant its employees, or their families, pension on retirement and disability, and widows’ pension. Pension payments consist of a rising percentage based on years of service, applicable to each year’s negotiated salary table for the active work force hired until 31 March 2008. Employees hired after 31 March 2008 are covered by the Portuguese Social Security scheme. As at 30 December 1987, the Bank estabilished a pension fund to cover the above mentioned liabilities with pension payments. Later, after obtaining the authorisation from the Portuguese Insurance Institute, the Bank has changed the pension fund contract in order to allow the coverage of all pension liabilities, health care benefits and, in 2009, the death allowance. The pensions funds in Portugal are managed by ESAF – Espírito Santo Fundo de Pensões, S.A. From 1 January 2011, the Bank employees hired until 31 March 2008 were also integrated into the General Social Security Regime, which ensure the protection of employees in contingencies of maternity, paternity, adoption and oldness, remaining under the responsibility of banks to protect sickness, disability, survival and death (Decree-Law No. 1-A/2011, from 3 January). Retirement pensions of banking employees integrated into the General Social Security Regime continue to be calculated according to the provisions of ACT and other conventions. Banking employees, however, are entitled to receive a pension under the general regime, which amount takes into account the number of years of discounts for that scheme. Banks are responsible for the difference between the pension determined in accordance with the provisions of ACT and that the one that the banking employees are entitled to receive from the General Social Security Regime. Notwithstanding, the integration leads to an effective decrease in the present value of total benefits reported to the normal retirement age (VABT) to be borne by the pension fund. Since there was no reduction in benefits from the perspective of the beneficiary on the date of integration, the past service liability remained unchanged as at 31 December 2010. Taking into account that the basis for calculating benefits under the ACT and RGSS plans are based on different formulas, there is the possibility of obtaining a gain, when the value of the liabilities to be covered by the pension fund at retirement is lower than responsibilities on 31 December 2010, being this gain deferred on a linear basis over the average working life until the employees reach the normal retirement age. The key actuarial assumptions used to calculate pension liabilities are as follows: 113 Interim Report BANCO ESPÍRITO SANTO Ass umptions 30.06.201 1 31.1 2.201 0 3.25% 1.75% 5.50% 5.50% 3.25% 1.75% 5.50% 5.50% F inanc ial as sumptions S alaries increase rate P ensions increase rate E xpected return of plan assets D iscount rate D emographic ass umptions and v aluation methods Mortality table Men Women Actuarial method TV 73/77 (adjusted) TV 88/90 Project Unit Credit Method The number of employees covered by the plan is a follows: 30.06.2011 E mployees P ensioners TO TAL 31.1 2.201 0 6 264 5 692 6 292 5 684 1 1 956 1 1 976 In accordance with IAS 19, the Group’s liabilities, charges and contributions to the pension funds and respective coverage levels reported as at 30 June 2011 and 31 December 2010 are analysed as follows: (in thousands of euro) 30.06.2011 31.1 2.201 0 As sets / (liab ilities) recognis ed in the balance sheet D efined benefit obligation P ensioners E mployees Health-c are benefit obligation P ensioners E mployees T otal obligations Cov erage Fair value of plan assets E xcess of coverage/ ( amounts payable to the fund) ( 1 283 260) ( 749 368) ( 2 032 628) (1 292 087) ( 799 508) (2 091 595) ( 70 518) ( 40 864) ( 1 11 382) ( 70 371 ) ( 43 400) ( 11 3 771 ) ( 2 1 44 010) (2 205 366) 2 092 073 2 206 313 ( 51 937) 947 U nrecognised net actuarial losses 903 452 884 528 As set/(liab ilities ) rec ognis ed in the balance s heet 851 51 5 885 475 In accordance with the accounting policy described in Note 2.15 – Employee benefits, the Group calculates responsibilities with pensions semiannually. The change in the fair value of the benefit granted to 114 Interim Report BANCO ESPÍRITO SANTO employees during the life of the program will be recognised as a profit/loss from financial assets at fair value through profit or loss (see Note 29). In accordance with the accounting policy described in Note 2.15 and following the requirements of IAS 19 – Employees benefits, the Group assesses at each balance sheet date and for each plan separately, the recoverability of the recognised assets in relation to the defined benefit pension plans based on the expectation of reductions in future contributions to the funds. The changes in the defined benefit obligation can be analysed as follows: (in thousands of euro) 30.06.2011 Pension plan s D efined ben efit o bligation at the b eginning of the period S ervice cost Interest c ost P lan participants' contribution Actuarial (gains) / losses: - experience adjustments P ensões pagas pelo fundo E xchange differences and other D efined ben efit o bligation at the end of the period Health-care benefits 31 .12.2010 Total P ension plans Health-c are benefits T otal 2 091 595 11 3 771 2 205 366 2 01 6 799 1 08 403 2 1 25 202 8 399 54 1 75 1 541 804 3 055 - 9 203 57 230 1 541 36 483 109 425 3 243 2 180 5 904 1 38 663 1 15 329 3 244 ( 71 485) ( 52 41 5) 818 ( 3 261 ) ( 2 984) ( 3) ( 74 746) ( 55 399) 81 5 21 955 ( 105 293) 8 983 3 246 ( 5 945) ( 18) 25 201 ( 11 1 238) 8 965 2 032 628 11 1 382 2 1 44 01 0 2 091 595 1 13 771 2 205 366 As at 30 June 2011, the increase of 1% in the contributions to SAMS, would imply an increase in liabilities of euro 17.1 million (31 December 2010: euro 17.5 million) and an increase in costs (service cost and interest cost) of euro 1.1 million (31 December 2010: euro 1.3 million). The change in fair value of the plan assets for the six month period ended 30 June 2011 and for the year ended 31 December 2010 is analysed as follows: (in thousand of euro) Six mo nth period en ded 30.06.2011 F air value of plan as sets at th e begin nin g o f the period Actual return on plan assets Group contributions P lan participants ' contributions P ensions paid by the fund E xchange differences and other F air value of plan as sets at th e en d o f the period Y ear en ded 31.1 2.201 0 2 206 31 3 2 198 280 ( 59 751) 1 541 ( 55 399) ( 631) 45 296 58 027 3 244 ( 1 11 238) 1 2 704 2 092 073 2 206 313 115 Interim Report BANCO ESPÍRITO SANTO The fair value of plan assets can be analysed as follows: ( in thousands of euro) 31 .12.2010 30.06.201 1 Shares Fixed income securities Real estate Other Total 590 700 520 996 677 837 302 540 759 778 441 1 78 477 677 527 680 2 092 073 2 206 31 3 The real estate assets rented to BES Group and securities issued by Group companies which are part of the plan assets are analysed as follows: ( in thousands of euro) 30.06.2011 31.12.2010 Shares Fixed income securities Real estate 26 422 3 404 1 80 457 37 895 1 1 32 169 1 25 Total 210 283 208 1 52 As at 30 June 2011, the shares held by the pension fund correspond to 10.3 million shares of BES (31 December 2010: 13.2 million shares of BES). During the six months period ended 30 June 2011 the Group sold 18 520 thousand and 4 830 thousand units of the Fungepi Fund and Fungere Fund to the Group pensions funds, by a global amount of euro 80.0 million, not originating any material gain or loss. The changes in the unrecognised net actuarial losses are analysed as follows: ( in thousands of euro) S ix month period ended Y ear ended 30.06.201 1 31 .12.2010 U nrec ognised net ac tuarial los ses at the b eginning of the perio d 884 528 839 063 Actuarial (gains) / losses - experience adjustments Amortisation of the period Other 40 61 8 ( 22 61 7) 923 92 096 ( 46 450) ( 1 81 ) U nrec ognised net ac tuarial los ses at the end of the period 903 452 884 528 Of which: Within the corridor Outside the corridor 212 235 691 21 7 21 8 528 666 000 The changes in the (un)/overfunded liabilities are analysed as follows: 116 Interim Report BANCO ESPÍRITO SANTO (in thousands of euro) Six month period ended Year ended 30.06.2011 31 .12.2010 ( Un) /ov erfunded liabilities at the beginning of the period Actuarial ( gains ) / losses on defined benefit obligation Actuarial ( gains ) / losses of plan assets C harges for the period: - S ervice cost - Interest cost - E xpected return on plan assets - Other C ontributions of the year and pensions paid by the Group 947 73 078 74 746 ( 1 15 364) ( 25 201) ( 66 895) ( 9 203) ( 57 230) 55 613 ( 1 446) - ( 38 663) ( 1 15 329) 11 2 1 91 3 739 58 027 ( 51 937) 947 ( Un) /ov er fu nded liabilities at the end of the period The net periodic benefit cost can be analysed as follows: Six mo nth period ended 30.06.2011 S ervice cost Interest cost E xpected return on plan assets Amortisation of the period N et benefit c ost 9 203 57 230 ( 55 613) 22 61 7 Y ear en ded 31.1 2.201 0 (in thousands of euro) S ix month period ended 30.06.201 0 38 663 1 15 329 ( 11 2 1 91 ) 46 450 33 437 1 9 701 56 393 ( 57 247) 21 249 88 251 40 096 The changes in the assets/ (liabilities) recognised in the balance sheet for the six months period ended 30 June 2011 and for the year ended 31 December 2010 is analysed as follows: ( in thousands of euro) S ix month period ended Year ended 30.06.201 1 31 .12.2010 A t the beginning of the period 885 475 91 2 1 41 N et benefit cost C ontributions of the period and pensions paid by the Group Other ( 33 437) ( 523) ( 88 251 ) 58 027 3 558 A t the end of the period 851 51 5 885 475 The evolution of the defined benefit obligations, fair value of plan assets and of the experience adjustments gains/ (losses) in the past 5 years, is presented as follows: 117 Interim Report BANCO ESPÍRITO SANTO ( in thousands of euro) 30.06.2011 Defined benefit obligation Pension plans Health-care benefits 31.12.2010 31.12.2009 31.12.2008 31.12.2007 (2 032 628) ( 111 382) (2 091 595) ( 113 771) (2 016 799) ( 108 403) (1 958 118) ( 106 756) (1 970 365) ( 110 675) (2 144 010) (2 205 366) (2 125 202) (2 064 874) (2 081 040) Fair value of plan asssets 2 092 073 2 206 313 2 198 280 2 056 627 2 233 823 (Un)/over funded liabilities ( 51 937) 947 73 078 ( 8 247) (Gains)/losses from experience adjustments arising on defined benefit obligation Pension plans Health-care benefits ( 71 485) ( 3 261) 21 955 3 246 50 034 1 549 23 491 19 42 590 ( 1 881) (Gains)/losses from experience adjustments arising on plan assets 115 364 66 895 ( 90 994) 727 214 ( 157 635) 152 783 SIBA During 2000, BES Group established a ‘‘Share Based Incentive Scheme’’ (SIBA). This incentive scheme ended in 31 December 2010, so there is no movement of the underlying shares of the plans since that reference date. The total costs recognised related to the plans for the six month period ended 30 June 2010 and the year ended 31 December 2010 are as follows: S ix mo nth period ended 30.06.2011 Total costs of the plans ( see N ote 1 2) Y ear end ed 31 .12.201 0 - ( in thousands of euro) S ix month period ended 30.06.201 0 515 181 The costs with the plans were recognised as staff costs against other reserves, in accordance with the accounting policy described in Note 2.15. Variable remuneration payment plan (PPRV) Following the General Shareholders Meeting held on 31 March 2008, BES and its subsidiaries established a benefits payment scheme, named Variable Remuneration Payment Plan (PPRV – 2008/2011). Under this incentive scheme, BES Group employees have the right to a future cash payment equivalent to the appreciation of BES shares between the initial reference date and the final reference date. The PPRV is not a plan where stocks or stock options are granted to employees. Under this plan no rights are granted to employees equivalent to a shareholding position in BES. 118 Interim Report BANCO ESPÍRITO SANTO The plans’ initial fair value was calculated using an option valuation model with the following assumptions: Inicial reference date F inal reference date R ights granted to employees Assumptions at the beginning of PP RV 02-J un-2008 After the capital increase in 2009 (a) 02-J un-201 1 5 000 000 8 285 626 R eference price (in euro) 1 1 .00 6.64 Interest rate Volatility 5.22% 33.5% Inicial fair value of the plan (in thousands of euro) 12 902 ( a) Includes the adjustment of the dilutive effe ct arising from the capital increase In accordance with the accounting policy described in Note 2.15, the initial fair value of the PPRV, in the amount of euro 12 902 thousand, has been recognised as staff costs during the three year period comprised between the initial and the final reference dates (3 years). As such, the Group recognised during the first semester of 2011, as staff costs, the amount of euro 1 792 thousand (30 June 2010: euro 2 150 thousand). The change in the fair value of the benefit granted to employees during the life of the program was recognised as a profit/loss from financial assets at fair value through profit or loss. As at 30 June 2011, the plan was extinguished. Variable remuneration payment plan on financial instruments (PRVIF) Following the recommendations of the Supervising and Regulatory authorities, on the shareholders General Meeting, held in 6 April 2010 it was approved a new remuneration policy for the Executive Committee members. This policy consists in giving to the Executive Committee members a fixed remuneration, which should represent approximately 45% of the total remuneration, and a variable component representing around 55% of the total remuneration. The variable remuneration shall have two components: one associated with short-term performance and another with medium-term performance. Half of the short-term component must be paid in cash and the remaining 50% should be paid over a three years period, with half of these payments to be made in cash and the remaining through the attribution of shares. The medium-term component has associated a share options program with the exercise of the options set at 3 years from the date of its attribution. Regarding the details of PRVIF shares attribution, they are delivered to the beneficiaries over a deferred period of 3 years (1st year: 33%; 2nd year: 33%; 3rd year: 34%) and it is conditioned to the verification of a Return on Equity equal to or greater than 5%. Regarding the attribution of options to the beneficiaries is also performed by the Remuneration Committee, and the exercise price is equal to the single average of the closing prices of BES shares on NYSE Euronext Lisbon during the 20 days preceding the day of attribution of the options, plus 10%. The 119 Interim Report BANCO ESPÍRITO SANTO option can only be exercised at maturity and the beneficiary may choose between the physical settlement or the financial settlement of the options. The plans’ initial fair value was calculated using an option valuation model with the following assumptions: Inicial reference date F inal reference date R ights granted to employees R eference price (in euro) Assumptions at the beginning of PRVIF 1 4-Apr-201 1 31 -03-201 4 2 250 000 3.47 Interest rate 2.31% Volatility 40.0% Inicial fair value of the plan (in thousands of euro) 1 130 PRVIF is accounted for under IFRS rules (IFRS 2 and IAS 19). During the six month period ended 30 June 2011, the Group registered a cost of euro 1 577 thousand related to variable remuneration (of which the amount of euro 126 thousands relating to amortization of initial strike of options granted). Long-term service benefits As referred in Note 2.15, for employees that achieve certain years of service, the Bank pays long term service premiums, calculated based on the effective monthly remuneration earned at the date the premiums are due. At the date of early retirement or disability, employees have the right to a premium proportional to that they would earn if they remained in service until the next payment date. As at 30 June 2011 and 31 December 2010, the Groups’ liabilities regarding this benefits amount to euro 29 784 thousand and euro 29 655 thousand, respectively (see Note 37). The costs incurred in the six months period ended 30 June 2011 with long-term service benefits amounted to euro 1 916 thousand (30 June 2010: euro 2 433 thousand). The actuarial assumptions used in the calculation of the liabilities are those presented for the calculation of pensions (when applicable). 120 Interim Report BANCO ESPÍRITO SANTO NOTE 14 – GENERAL AND ADMINISTRATIVE EXPENSES This balance is analysed as follows: ( in thousands of euro) Six mo nth period ended 30.06.2011 R ental costs Advertising costs C ommunication costs Maintenance and related services T ravelling and representation costs T ransportation Insurance costs IT services Independent work T emporary work E lectronic payment systems Advisory services Legal costs C onsultants and external auditors Water, energy and fuel C onsumables O ther costs 30.06.201 0 35 253 1 6 841 23 681 1 0 848 1 6 71 1 4 255 4 299 31 691 3 965 3 1 74 6 446 6 308 8 755 4 374 5 079 2 799 30 881 34 512 1 9 205 1 9 983 8 531 1 7 927 4 765 3 584 30 644 4 466 3 762 6 684 7 259 1 1 062 3 874 5 054 2 886 29 695 21 5 360 21 3 893 The balance other costs includes, among others, specialised services with security, information, databases, costs with training and external suppliers. 121 Interim Report BANCO ESPÍRITO SANTO NOTE 15 – EARNINGS PER SHARE Basic earnings per share Basic earnings per share are calculated by dividing the net profit attributable to equity holders of the Bank by the weighted average number of ordinary shares outstanding during the period. Profit attributable to the equity holders of the B ank ( 1) Six mo nth period en ded Year ended 30.06.201 1 31 .12.2010 ( in thousands of euro) S ix month period ended 30.06.201 0 135 009 477 040 265 438 Weighted average number of ordinary shares (thous ands) Weighted average number of treasury stock (thousands) 1 166 667 ( 171) 1 1 66 667 ( 1 243) 1 166 667 ( 1 253) Weighted av erage number of ordinary shares outs tanding (th ousands ) 1 166 496 1 1 65 424 1 165 414 0.1 2 0.41 0.23 B asic earnings per s hare attributable to equity ho lders of the B ank (in euro) (1 ) Net profit for the period adjusted by the dividend from preference shares, which is accounted as an equity movement. Diluted earnings per share The diluted earnings per share is calculated considering the profit attributable to the equity holders of the Bank and the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares. The diluted earnings per share are not different from the basic earning per share as the outstanding plans of SIBA do not have a dilutive effect. 122 Interim Report BANCO ESPÍRITO SANTO NOTE 16 – CASH AND DEPOSITS AT CENTRAL BANKS As at 30 June 2011 and 31 December 2010, this balance is analysed as follows: (in thous ands of euro) 30.06.2011 31 .12.2010 Cash 1 90 173 306 203 Deposits at central banks B ank of P ortugal Other central banks 83 306 81 1 105 1 20 045 504 257 894 41 1 624 302 1 084 584 930 505 The deposits at Central Banks includes mandatory deposits with the Bank of Portugal intended to satisfy legal minimum cash requirements, for an amount of euro 80 306 thousand (31 December 2010: euro 116 208 thousand). According to the European Central Bank Regulation (CE) no. 2818/98, of 1 December 1998, minimum cash requirements kept as deposits with the Bank of Portugal earn interest, and correspond to 2% of deposits and debt certificates maturing in less than 2 years, excluding deposits and debt certificates of institutions subject to the European System of Central Banks’ minimum reserves requirements. As at 30 June 2011, the interest earnings average rate of these deposits was 1.11% (31 December 2010: 1.00%). The fulfilment of the minimum mandatory requirements for a given period of observation is implemented taking into account the value of bank deposits with the Bank of Portugal during the referred period. The balance of the bank account with the Bank of Portugal as at 30 June 2011, was included in the maintenance period of 15 June 2011 to 12 July 2011, which corresponded to an average mandatory reserve of euro 578 million. 123 Interim Report BANCO ESPÍRITO SANTO NOTE 17 – DEPOSITS WITH BANKS As at 30 June 2011 and 31 December 2010, this balance is analysed as follows: (in thousands of euro) Deposits with banks in P ortugal U ncollected cheques R epayable on demand Deposits with banks abroad Repayable on demand Uncollected cheques Other 30.06.201 1 31 .12.2010 11 8 91 2 63 698 1 81 680 64 388 182 61 0 246 068 188 964 3 457 162 548 1 48 121 1 260 1 62 523 354 969 311 904 537 579 557 972 Uncollected cheques in Portugal and abroad were sent for collection during the first working days following the reference dates. 124 Interim Report BANCO ESPÍRITO SANTO NOTE 18 – FINANCIAL ASSETS AND LIABILITIES HELD FOR TRADING As at 30 June 2010 and 31 December 2009, this balance is analysed as follows: (in thousands of euro) 30.06.2011 31 .12.2010 Financ ial as s ets held for trading S ec urities B onds and other fixed income securities Issued by government and public entities Issued by other entities S hares 939 523 495 956 1 524 069 307 352 52 1 65 181 238 O ther variable income securities 753 538 1 488 397 2 01 3 1 97 1 51 8 963 1 928 864 3 007 360 3 942 061 1 894 336 591 1 894 927 1 957 969 130 038 2 088 007 Derivatives Derivative financial ins truments with positive fair value Financ ial liabilities held for trading Derivative financial ins truments with negative fair value S hort sales Short selling represents securities sold by the Group, which had been acquired under a purchase transaction with a resale agreement. In accordance with the accounting policy described in Note 2.7, securities purchased under agreements to resell are not recognized in the balance sheet. If those securities are sold, the Group recognizes a financial liability equivalent to the fair value of assets that must be returned under the resale agreement. In accordance with the accounting policy described in Note 2.6, securities held for trading are those which are bought to be traded in the short-term, regardless of their maturity. Securities pledged as collateral by the Group are analysed in Note 40. As at 30 June 2011, the exposure to debt of peripheral countries in the euro area is analysed as follows: ( in thousands of euro) Notion al Amount Portugal Spain Fair Value Amount Ac c rued Interes t B ook Valu e 1 89 808 1 63 390 1 984 165 914 1 783 1 775 4 1 786 1 91 591 1 65 165 1 988 167 700 125 Interim Report BANCO ESPÍRITO SANTO As at 30 June 2011, BES Group had no exposure to the Italian, Irish and Greek public debt. As at 30 June 2011 and 31 December 2010, derivative financial instruments can be analysed as follows: (in thousands of euro) 30.06.201 1 No tional As sets 31 .1 2.2010 Fair v alue Liabilities Notional As sets Fair Value Liabilities T rading deriv ativ es E xc hange rate c ontrac ts Forward - buy - sell Currency S waps - buy - sell Currency F utures Currency Interest Rate Swaps - buy - sell Currency O ptions Interes t rate c ontrac ts Forward Rate Agreements Interest Rate S waps S waption - Interest Rate Options Interest Rate Caps & Floors Interest Rate Futures Interest Rate O ptions Future Options B ond O ptions E quity / index con trac ts E quity / Index S waps E quity / Index O ptions E quity / Index Futures Future Options Credit default contrac ts Credit D efault S waps Total 1 528 574 1 529 61 1 3 080 590 3 075 341 226 355 1 8 325 73 141 8 463 8 201 - - 1 509 550 1 495 411 39 212 70 486 9 689 10 188 - - 31 8 313 1 54 61 4 130 067 1 54 837 497 281 390 125 124 000 600 058 747 426 523 046 207 167 310 536 458 165 - 408 1 166 981 4 893 63 400 1 94 - 197 1 1 89 653 3 502 52 830 28 261 - 3 626 838 3 632 969 31 9 608 200 485 205 100 4 901 520 39 846 33 81 7 92 064 1 07 230 3 664 746 3 646 1 80 5 921 549 1 4 747 576 1 58 698 222 389 23 81 6 851 600 41 229 6 953 8 111 3 436 7 249 000 279 216 519 512 876 285 000 1 1 46 590 8 463 47 1 59 6 413 1 1 58 1 091 861 8 388 42 604 5 306 1 360 67 865 402 1 209 783 1 1 49 51 9 1 32 970 398 1 235 876 1 274 443 1 340 471 1 977 241 1 64 423 457 406 44 006 31 582 - 350 51 0 1 12 021 - 678 278 3 405 551 361 985 5 242 778 20 069 11 5 744 - 31 099 212 068 - 3 939 541 75 588 462 531 9 688 592 135 813 243 167 3 521 737 74 894 59 897 3 544 556 59 894 50 234 90 074 254 1 51 8 963 1 894 336 1 70 020 397 1 928 864 1 957 969 1 41 2 8 17 32 29 NOTE 19 – OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS This balance is analysed as follows: (in thousands of euro) 30.06.2011 31 .12.2010 Bonds and other fixed income securities Issued by other entities S hares Other securities 221 546 259 002 1 5 741 1 5 1 45 826 1 47 1 150 1 84 1 063 434 1 424 331 In light of IAS 39 and in accordance with the accounting policy described in Note 2.6, the Group designated these financial assets at fair value through profit or loss, in accordance with the documented risk management and investment strategy, considering that these financial assets (i) are managed and evaluated on a fair value basis and/or (ii) have embedded derivatives. 126 Interim Report BANCO ESPÍRITO SANTO NOTE 20 – AVAILABLE-FOR-SALE FINANCIAL ASSETS As at 30 June 2011 and 31 December 2010, this balance is analysed as follows: (in thousands of euro) C ost (1) Fair v alue reserve Pos itive N egativ e Impairment loss es Book valu e B onds and other fixed income securities Issued by government and public entities Issued by other entities 5 212 31 2 4 375 767 133 1 2 01 4 ( 1 09 176) ( 96 388) ( 1) ( 9 469) 5 1 03 268 4 281 924 S hares 1 398 209 38 341 ( 1 87 664) ( 1 25 098) 1 1 23 788 437 090 4 475 ( 2 392) ( 23 272) 415 901 1 1 423 378 54 963 ( 395 620) ( 1 57 840) 1 0 924 881 B onds and other fixed income securities Issued by government and public entities Issued by other entities 3 745 390 5 1 12 239 368 1 6 032 ( 26 974) ( 69 703) ( 1) ( 30 496) 3 718 783 5 028 072 S hares 2 270 027 21 9 852 ( 81 690) ( 92 694) 2 315 495 731 936 22 428 ( 5 792) ( 36 041 ) 712 531 1 1 859 592 258 680 ( 1 84 159) ( 1 59 232) 1 1 774 881 Other variable income securities B alance as at 30 J une 201 1 Other variable income securities B alance as at 31 Dec ember 2010 (1 ) Acquisition cost relating to shares and other variable income securities and amortised cost relating to debt securities. In accordance with the accounting policy described in Note 2.6, the Group assesses periodically whether there is objective evidence of impairment on the available-for-sale financial assets, following the judgement criteria’s described in Note 3.1. As at 30 June 2011, the exposure to debt of peripheral countries in the euro area is analysed as follows: (in thousands of euro) No tional A mo unt Fair Value Amou nt Acc rued Interest B ook Value Fair Value Res erve Impairmen t Portugal U p to 1 year More than 1 year 3 302 946 3 007 449 295 497 3 134 968 2 91 5 547 21 9 421 9 184 2 11 5 7 069 3 144 1 52 2 91 7 659 226 493 - ( 1 08 804) ( 41 487) ( 67 31 7) Spain U p to 1 year More than 1 year 7 803 6 223 1 580 7 841 6 210 1 631 41 17 24 7 883 6 227 1 656 - 13 14 ( 1) 3 310 749 3 142 809 9 225 3 152 035 - ( 1 08 791) As at 30 June 2011, BES Group had no exposure to the Italian, Irish and Greek public debt. The securities pledged as collateral by the Group are analysed in Note 40. As at 30 June 2011, the available for sale securities portfolio includes the amount of euro 366.9 million related with securitization operations (see Note 1) The changes occurred in impairment losses of available-for-sale financial assets are presented as follows: 127 Interim Report BANCO ESPÍRITO SANTO ( in thousands of euro) S ix month perio d ended 30.06.201 1 31 .12.2010 30.06.201 0 B alance at the beginning of the period Charge for the period Charge off Write back for the period E xchange differences and other 1 59 232 47 044 ( 45 999) ( 1 21 ) ( 2 316) 1 39 588 32 91 1 ( 8 420) ( 2 722) ( 2 1 25) 137 890 3 202 ( 6 095) ( 3 589) 8 1 80 B alance at the end of the period 1 57 840 1 59 232 139 588 The main equity exposures that contribute to the fair value reserve, as at 30 June 2011 and 31 December 2010, can be analysed as follows: (in thousands of euro) 30.06.2011 Desc ription Portugal Telecom ED P- E nergias de Portugal Banque Marocaine du Commerce E xtérieu Ac quis ition c ost Fair value reserve P os itive Negative Impairment Book value 760 468 1 97 505 2 21 5 5 157 ( 1 46 782) ( 20 146) - ( 341) 61 3 686 1 77 359 7 031 960 188 5 157 ( 1 66 928) ( 341) 798 076 (in thousands of euro) Desc ription Banco Bradesco Portugal Telecom ED P- E nergias de Portugal Banque Marocaine du Commerce E xtérieu 31 .12.2010 Fair value reserve Ac quis ition c ost P os itive Negative 759 754 284 2 Impairment Book value 002 062 953 290 1 70 21 7 7 293 ( 7 280) ( 49 897) - ( 344) 929 21 9 746 782 235 056 9 239 1 800 307 1 77 51 0 ( 57 177) ( 344) 1 920 296 During the six month period ended 30 June 2011, the Group sold at market prices 81.6 million ordinary shares of Bradesco (its entire shareholding position in Banco Bradesco) and transacted on the stock exchange 165.4 million ordinary shares of EDP. The realised net gain following these transactions was euro 176.7 million (see Note 8). During the six month period ended 30 June 2011, the Group received as dividends an amount of euro 116.8 million from PT shares, an amount of euro 11.8 million from EDP shares and an amount of euro 5.3 million from Banco Bradesco shares (30 June 2010: euro 39.9 million, euro 17.2 million and euro 5.8 million, respectively). 128 Interim Report BANCO ESPÍRITO SANTO NOTE 21 – LOANS AND ADVANCES TO BANKS As at 30 June 2011 and 31 December 2010, this balance is analysed as follows: (in thousands of euro) 30.06.201 1 31 .12.2010 Loans and adv anc es to bank s in Portugal Deposits Loans Very s hort term deposits Other loans and advances 571 396 58 625 11 6 1 50 124 651 1 295 42 27 64 549 241 105 483 870 822 1 429 378 Loans and adv anc es to bank s ab ro ad Deposits Very s hort term deposits Loans Other loans and advances Impairment losses 1 224 471 44 583 928 668 370 755 1 370 55 1 000 390 001 269 033 999 2 568 477 2 816 302 ( 351) ( 244) 3 438 948 4 245 436 The main loans and advances to banks in Portugal, as at 30 June 2011, bear interest at an average annual interest rate of 1.97% (31 December 2010: 1.53%). Loans and advances to banks abroad bear interest at international market rates where the Group operates. As at 31 December 2010, the balance loans and advances to banks in Portugal includes deposits in the European Central Banks System (Bank of Portugal) in the amount of euro 1 200 thousand. The changes occurred during the year in impairment losses of loans and advances to banks are presented as follows: (in thousands of euro) S ix month period en ded 30.06.201 1 B alance at the beginning of the period Charge for the period Write back for the period E xchange differences and other B alance at the end of the period 31 .12.2010 30.06.2010 244 246 41 6 246 ( 11 7) ( 22) 130 ( 1 11 ) ( 21 ) 34 ( 267) 63 244 246 351 129 Interim Report BANCO ESPÍRITO SANTO NOTE 22 – LOANS AND ADVANCES TO CUSTOMERS As at 30 June 2011 and 31 December 2010, this balance is analysed as follows: ( in thousands of euro) 30.06.2011 Domestic loans Corporate Loans Commercial lines of credits Finance leases Discounted bills Factoring Overdrafts Other loans Retail Mortgage loans Consumer and other loans Foreign loans Corporate Loans Commercial lines of credits Finance leases Discounted bills Factoring Overdrafts Other loans Retail Mortgage loans C onsumer and other loans Overdue loans and interes t Up to 3 months From 3 months to 1 year From 1 to 3 years More than 3 years Impairment losses 1 4 392 5 220 3 086 537 1 546 57 301 31.1 2.201 0 560 405 272 543 570 850 31 2 14 107 206 4 800 692 3 200 046 554 527 1 566 1 42 25 048 226 522 1 0 662 121 2 087 274 10 71 6 984 2 254 461 37 891 907 37 451 628 7 885 1 873 1 45 63 42 407 726 685 584 91 9 289 61 3 400 502 8 553 1 56 2 147 981 182 281 174 543 50 802 372 415 1 229 237 888 328 438 190 884 958 452 445 1 2 471 51 0 14 047 818 1 21 313 601 300 971 398 580 158 79 520 258 045 536 733 232 367 1 337 107 1 106 665 51 700 524 52 606 1 11 (1 982 632) ( 1 776 988) 49 717 892 50 829 1 23 As at 30 June 2011, the balance loans and advances to customers (net of impairment losses) includes an amount of euro 4 868.0 million (31 December 2010: euro 5 715.3 million) related to securitised loans following the consolidation of securitisation vehicles (see Note 43), according to the accounting policy described in Note 2.2. The liabilities related to these securitisations are booked under debt securities issued (see Notes 33 and 43). 130 Interim Report BANCO ESPÍRITO SANTO As at 30 June 2011, loans and advances includes euro 5 314 650 thousand of mortgage loans that collateralise the issue of covered bonds (31 December 2010: euro 4 963 051 thousand) (see Note 33). The changes occurred in impairment losses of loans and advances to customers are presented as follows: ( in thousands of euro) 30.06.201 1 B alance at the beginning of the period Charge for the period Charge off 31 .12.2010 30.06.201 0 1 776 988 456 507 ( 73 078) 1 681 539 277 951 ( 60 1 27) 1 552 307 281 470 ( 47 81 2) Write back for the period Unwind of discount E xchange differences and other ( 1 51 081) ( 20 585) ( 6 11 9) ( 100 668) ( 1 3 548) ( 8 1 59) ( 1 06 944) ( 10 81 5) 1 3 333 B alance at the end of the period 1 982 632 1 776 988 1 681 539 The unwind of discount represents the interest on overdue loans, recognised as interest and similar income, as impairment losses are calculated using the discounted cash flows method. As at 30 June 2011 and 31 December 2010, the detail of impairment is as follows: (in thousands of euro) Loans with impairment losses calculated on an individual basis Gross amount Impairment Corporate loans Mortgage loans Consumers loans - other Total 30.06.201 1 Loans with impairment losses calculated on a portfolio basis Gross Impairment amount Total Gross amount Impairment Net Loans Impairment 1 2 726 21 1 1 406 610 24 682 1 51 264 897 37 408 362 1 671 507 35 736 855 2 1 35 526 1 39 927 9 510 728 23 793 1 1 646 254 163 720 11 482 534 517 782 1 28 790 2 1 28 1 26 1 8 615 2 645 908 147 405 2 498 503 1 5 379 51 9 1 675 327 36 321 005 307 305 51 700 524 1 982 632 49 71 7 892 (in thousands of euro) Loans with impairment losses calculated on an individual basis Gross amount Impairment Corporate loans 8 31 3 225 Mortgage loans Consumers loans - other Total 31 .12.2010 Loans with impairment losses calculated on a portfolio basis Gross amount 1 063 999 29 769 724 1 206 383 1 93 056 456 680 1 34 482 9 976 288 1 391 537 Impairment Total Gross amount Impairment Net Loans Impairment 322 320 38 082 949 1 386 31 9 36 696 630 10 494 630 26 285 1 1 701 01 3 21 9 341 11 481 672 2 365 469 36 846 2 822 149 171 328 2 650 821 42 629 823 385 451 52 606 11 1 1 776 988 50 829 1 23 Loans with impairment losses calculated on an individual basis includes, loans with objective evidence of impairment, overdue loans for over 30 days and restructured loans. 131 Interim Report BANCO ESPÍRITO SANTO As at 30 June 2011, loans and advances includes euro 174 252 thousand of restructured loans (31 December 2010: euro 144 585 thousand). These loans correspond, in accordance with the definition of the Bank of Portugal, to loans previously overdue, which through a restructuring process are considered as performing loans. The interest recognised as interest and similar income during the first semester of 2011 in relation to these loans amounted to euro 282.3 million (31 December 2010: euro 382.4 million), which includes the effect of the unwind of discount in connection with overdue loans. 132 Interim Report BANCO ESPÍRITO SANTO NOTE 23 – HELD-TO-MATURITY INVESTMENTS The held-to-maturity investments can be analysed as follows: (in thousands of euro) 30.06.201 1 Bonds and other fixed income securities Issued by government and public entities Issued by other entities Impairment losses 31 .12.2010 830 899 1 453 1 26 2 284 025 827 260 1 681 634 2 508 894 ( 31 982) ( 50 094) 2 252 043 2 458 800 As at 30 June 2011 and 31 December 2010 the changes occurred in impairment losses of held-to-maturity investments are presented as follows: ( in thousands of euro) 30.06.201 1 Balance at the beginning of the period C harge for the period C harge off Write back for the period E xchange differences and other Balanc e at the end of the perio d 31.1 2.201 0 30.06.201 0 50 094 21 091 ( 27 544) ( 1 1 659) - 61 648 ( 9 855) ( 25 893) 23 875 31 9 34 565 56 599 ( 4 809) ( 23 875) ( 832) 31 982 50 094 61 648 The securities pledged as collateral by the Group are analysed in Note 40. 133 Interim Report BANCO ESPÍRITO SANTO NOTE 24 – DERIVATIVES FOR RISK MANAGEMENT PURPOSES As at 30 June 2011 and 31 December 2010, the fair value of the derivatives for risk management purposes can be analysed as follows: ( in thousands of euro) 30.06.201 1 Hedging 31 .1 2.201 0 R is k management Total Hedging Ris k management Total D erivativ es for ris k managemen t purpos es Derivatives for risk management purposes - assets Derivatives for risk management purposes - liabilities 1 62 001 ( 99 699) 62 302 1 67 047 ( 130 342) 36 705 329 048 ( 230 041 ) 99 007 255 908 ( 88 057) 1 67 851 1 91 396 ( 1 40 887) 50 509 447 304 ( 228 944) 21 8 360 F air value compo nent of as s ets an d liab ilities being hedged Finan cial ass ets Loans and advances to customers Finan cial liabilities Deposits from banks Due to customers Debt securities issued Subordinated debt 18 506 - 18 506 21 1 40 - 21 1 40 18 506 - 18 506 21 1 40 - 21 1 40 ( 20 390) ( 721 ) ( 1 8 808) 2 068 ( 37 851 ) 15 755 1 38 801 1 54 556 ( 20 390) 15 034 1 19 993 2 068 1 16 705 ( 29 639) ( 3 323) ( 42 004) ( 863) ( 75 829) ( 538) ( 1 4 760) 1 19 308 1 04 01 0 ( 30 177) ( 18 083) 77 304 ( 863) 28 1 81 ( 1 9 345) 1 54 556 1 35 21 1 ( 54 689) 1 04 01 0 49 321 As mentioned in the accounting policy described in Note 2.4, derivatives for risk management purposes include hedging derivatives and derivatives contracted to manage the risk of certain financial assets and financial liabilities designated at fair value through profit or loss (and that were not designated as hedging derivatives). Changes in the fair value of the hedged items mentioned above and of the respective hedging derivatives are recognised in the income statement under net gains/ (losses) from financial assets at fair value through profit or loss (See Note 7). As at 30 June 2011, the ineffectiveness of the fair value hedge operations amounted to a gain of euro 6.0 million (30 June 2010: loss of euro 0.2 million) and was recognised in the income statement. BES Group evaluates on an ongoing basis the effectiveness of the hedges. As at 30 June 2011, the fair value component of the financial liabilities at fair value through profits and losses, attributable to the Group’s own credit risk, amounts to euro 132 400 thousand of cumulative profits (31 December 2010: euro 151 411 thousand of profits). 134 Interim Report BANCO ESPÍRITO SANTO NOTE 25 – NON-CURRENT ASSETS AND LIABILITIES HELD FOR SALE As at 30 June 2011 and 31 December 2010, this balance is analysed as follows: ( in thousands of euro) 30.06.201 1 As sets Assets and liabilities of subsidiaries acquired exclusively for resale purposes Property held for s ale Equipment Impairment losses 31.1 2.201 0 Liabilities As sets L iabilities 21 423 5 41 1 21 423 5 411 751 871 5 323 757 194 ( 141 204) - 641 11 2 1 840 642 952 ( 89 825) - 61 5 990 - 553 127 - 637 41 3 5 41 1 574 550 5 411 The amounts presented refer to investments in companies controlled by the Group, which have been acquired exclusively with the purpose of being sold in the short term, and assets acquired in exchange for loans and discontinued branches available for immediate sale. As at 30 June 2011, the amount of property held for sale includes euro 15 085 thousand (31 December 2010: euro 12 848 thousand) related to discontinued branches, in relation to which the Group recognised an impairment loss amounting to euro 6 999 thousand (31 December 2010: euro 3 924 thousand). The changes occurred in impairment losses are presented as follows: (thousands of euro) 30.06.201 1 31 .12.201 0 30.06.2010 89 825 63 062 52 666 C harge for the period C harge off Write back for the period E xchange differences and other 64 447 ( 12 869) ( 152) ( 47) 39 752 ( 1 2 1 64) ( 759) ( 66) 18 737 ( 8 127) ( 206) ( 8) Balance at the end of the period 141 204 89 825 63 062 Balance at the beginning of the period The changes occurred during in non-current assets held for sale are presented as follows: 135 Interim Report BANCO ESPÍRITO SANTO ( in thousands of euro) 30.06.201 1 Balanc e at the b eginning of the perio d Additions S ales O ther Balanc e at the end of the perio d 31 .1 2.201 0 664 375 460 251 21 4 251 ( 1 01 961) 1 952 464 923 ( 260 003) ( 796) 778 617 664 375 Following the sale occurred during the six month period ended 30 June 2011, the Group registered a loss of euro 3 056 thousand (31 December 2010: euro 12 727 thousand). NOTE 26 – PROPERTY AND EQUIPMENT As at 30 June 2011 and 31 December 2010, this balance is analysed as follows: (in thous ands of euro) 30.06.201 1 P roperty For own use Improvements in leasehold property O ther E quipment Computer equipment Fixtures Furniture S ecurity equipment O ffice equipment Motor vehicles O ther Other Work in progress Improvements in leasehold property P roperty for own use E quipment O ther A cc umulated deprec iatio n 31.1 2.201 0 440 653 238 757 4 455 445 224 238 604 1 237 683 865 685 065 283 341 1 36 334 1 25 145 36 061 35 733 9 101 5 232 288 067 1 34 134 1 24 373 35 655 35 696 8 955 5 227 630 947 632 107 727 765 1 31 5 539 1 31 7 937 1 676 260 020 7 883 67 1 577 250 609 9 597 151 269 646 261 934 1 585 185 1 579 871 ( 786 933) ( 770 834) 798 252 809 037 136 Interim Report BANCO ESPÍRITO SANTO The movement in this balance was as follows: (in thousands of euro) P roperty E quipment Work in p rog res s Other Total Ac quisition c ost B alan ce as at 31 Dec ember 2009 Acquisitions Disposals Transfers ( a) E xchange differences and other (b) 656 472 3 061 ( 3 505) 1 484 12 725 597 325 9 631 ( 4 216) 2 961 14 541 825 6 53 1 23 924 70 298 ( 6 143) 15 064 1 378 546 82 990 ( 7 721 ) ( 1 692) 42 383 B alan ce as at 30 J une 2010 Acquisitions Disposals Transfers ( a) E xchange differences and other 670 237 19 170 ( 2 393) 1 01 1 ( 2 960) 620 242 13 134 ( 2 742) 3 393 ( 1 920) 884 ( 11 9) 203 1 43 79 571 ( 31) ( 8 590) ( 1 2 159) 1 494 506 1 11 875 ( 5 166) ( 4 186) ( 1 7 158) B alan ce as at 31 Dec ember 2010 Acquisitions Disposals Transfers ( a) E xchange differences and other 685 065 4 91 3 ( 1 299) 167 ( 4 981 ) 632 107 6 801 ( 8 950) 3 888 ( 2 899) 765 ( 21) ( 1 7) 261 934 35 365 ( 6 989) ( 20 664) 1 579 871 47 079 ( 1 0 249) ( 2 955) ( 28 561 ) B alan ce as at 30 J une 2011 683 865 630 947 727 269 646 1 585 185 D epreciation B alan ce as at 31 Dec ember 2009 Depreciation for the period Disposals Transfers ( a) E xchange differences and other (b) 258 191 11 797 ( 3 505) ( 504) 1 433 461 303 19 81 8 ( 3 716) ( 17) 2 985 279 15 25 - 719 773 31 630 ( 7 221 ) ( 521 ) 4 443 B alan ce as at 30 J une 2010 Depreciation for the period Disposals Transfers ( a) E xchange differences and other 267 41 2 10 31 2 ( 1 81 1 ) ( 998) ( 506) 480 373 20 004 ( 3 1 81 ) ( 60) ( 963) 319 31 ( 98) - 748 104 30 347 ( 4 992) ( 1 058) ( 1 567) B alan ce as at 31 Dec ember 2010 Depreciation for the period Disposals Transfers ( a) E xchange differences and other 274 409 10 085 ( 1 199) ( 729) ( 827) 496 173 19 401 ( 8 874) ( 1 718) 252 5 ( 45) - 770 834 29 491 ( 1 0 073) ( 729) ( 2 590) B alan ce as at 30 J une 2011 281 739 504 982 212 - 786 933 N et amount as at 30 J une 2011 402 126 1 25 965 515 269 646 798 252 N et amount as at 31 Dec ember 201 0 410 656 1 35 934 513 261 934 809 037 N et amount as at 30 J une 2010 402 825 1 39 869 565 203 1 43 746 402 ( a) R elates to discountinued branches, transfered to the balance Non-current assets held for sale. ( b) Includes euro 1 9 726 thousand from property and equipment and euro 4 487 thousand of accumulated depreciation related to the inclusion of Aman B ank in the consolidation scope. 137 Interim Report BANCO ESPÍRITO SANTO NOTE 27 – INTANGIBLE ASSETS As at 30 June 2011 and 31 December 2010, this balance is analysed as follows: ( in thousands of euro) 30.06.201 1 31.1 2.201 0 Go odwill 95 401 95 616 In tern ally dev elop ed S oftware 39 741 38 360 578 938 1 282 561 677 1 312 580 220 562 989 35 099 35 732 750 461 732 697 (519 626) (9 81 6) (497 360) (1 800) 221 01 9 233 537 Ac quired to th ird parties S oftware Other Work in progress Ac cumulated amortis ation Impairment los ses The balance internally developed software includes the costs incurred by the Group in the development and implementation of software applications that will generate economic benefits in the future (see Note 2.13). Goodwill is registered in accordance with the accounting policy described in Note 2.2. and is presented as follows: (in thousands of euro) 30.06.2011 31.1 2.201 0 Subsidiaries ES Investment Holding ( a) Gespastor Aman B ank Concordia Other Other cash-generating units Asset Management Leasing and Factoring Impairment losses ( a) 43 19 16 1 3 91 4 683 046 793 61 3 46 046 1 9 000 1 5 533 1 800 2 885 2 459 7 893 2 459 7 893 95 401 95 61 6 ( 9 816) (1 800) 85 585 93 81 6 C ompany that holds E xecution Noble 138 Interim Report BANCO ESPÍRITO SANTO The movement in this balance was as follows: (in thousands of euro) Goodwill Ac quisition c ost B alan ce as at 31 Dec ember 2009 Acquisitions: Internally developed Ac quired from third parties (a) Disposals Transfers E xchange differences and other S oftware Work in p rog res s Other 17 287 545 817 13 475 231 1 341 ( 79) 5 974 8 061 B alan ce as at 30 J une 2010 Acquisitions: Internally developed Ac quired from third parties (a) Disposals Transfers E xchange differences and other 30 993 1 301 T otal 27 549 591 954 69 ( 36) 62 4 673 1 1 939 (5 974) ( 21 ) 4 673 26 824 ( 11 5) 8 333 561 1 14 1 396 38 166 631 669 67 1 04 ( 2 481) 9 998 ( 395) 30 559 (1 239) ( 51 ) ( 33) 4 226 23 957 ( 43) (30 559) ( 15) 4 226 101 008 ( 438) (3 768) B alan ce as at 31 Dec ember 2010 Acquisitions: Internally developed Ac quired from third parties Disposals Transfers E xchange differences and other 95 61 6 600 037 1 312 35 732 732 697 ( 21 5) 4 074 ( 336) 1 6 381 (1 477) ( 30) 3 984 1 1 638 (1 6 381 ) 126 3 984 1 5 712 ( 336) (1 596) B alan ce as at 30 J une 2011 95 401 61 8 679 1 282 35 099 Amortis atio ns B alan ce as at 31 Dec ember 2009 Amortisations of the period Disposals E xchange differences and other - 451 298 1 8 780 5 984 1 028 66 ( 35) 60 - 452 326 1 8 846 ( 35) 6 044 B alan ce as at 30 J une 2010 Amortisations of the period Disposals E xchange differences and other - 476 062 1 9 204 ( 402) 1 347 1 1 19 65 ( 35) - 477 1 81 1 9 269 ( 402) 1 312 B alan ce as at 31 Dec ember 2010 Amortisations of the period Disposals E xchange differences and other - 496 211 22 774 ( 9) ( 532) 1 1 49 66 ( 33) - 497 360 22 840 ( 9) ( 565) B alan ce as at 30 J une 2011 - 51 8 444 1 1 82 - 51 9 626 Impairment B alan ce as at 31 Dec ember 2009 E xchange differences and other 1 743 ( 1 8) - - - 1 743 ( 1 8) B alan ce as at 30 J une 2010 E xchange differences and other 1 725 75 - - - 1 725 75 B alan ce as at 31 Dec ember 2010 Impairment losses ( b) E xchange differences and other 1 800 8 023 ( 7) - - - 1 800 8 023 ( 7) B alan ce as at 30 J une 2011 9 81 6 - - - 9 816 N et amount as at 30 J une 2011 85 585 100 235 1 00 35 099 221 019 N et amount as at 31 Dec ember 2010 93 81 6 103 826 1 63 35 732 233 537 N et amount as at 30 J une 2010 29 268 85 052 277 38 166 152 763 750 461 ( b) In the scope of Aman B ank, Execution Noble and Gespastor acquisitions, it was recognis ed goodwill in the amount of euro 1 5 533 thousand, euro 46 046 thousand and euro 1 9 000 thousand, respectively. ( c) Impairment of Aman Bank goodwill. 139 Interim Report BANCO ESPÍRITO SANTO NOTE 28 – INVESTMENTS IN ASSOCIATES The financial information concerning associates is presented in the following table: ( in thousands of e uro) Assets 30.06.201 1 Li abili ties 31.1 2.201 0 30.06.201 1 Equity 31.1 2.201 0 30.06.201 1 Inc ome 31.1 2.201 0 30.06.201 1 P rofi t/(Loss ) for the pe riod 30.06.201 0 30.06.201 1 30.06.201 0 BE S V IDA 6 846 438 8 013 503 6 751 2 29 7 860 505 95 2 09 1 52 998 1 98 481 7 80 643 8 403 1 7 1 91 ES VÉ NÉ TIE 1 683 5 54 1 631 953 1 51 8 7 54 1 473 33 9 164 800 1 58 61 4 3 6 664 29 447 6 1 51 3 038 35 2 939 1 47 1 19 3 44 1 48 1 20 02 8 344 982 12 7 7 59 3 39 17 7 95 73 8 7 957 1 9 3 60 4 97 1 24 290 47 5 24 3 2 956 37 565 32 606 1 5 00 928 675 1 41 2 ES EGUR 44 919 48 794 3 4 425 38 55 4 1 0 494 10 240 2 9 8 04 19 383 600 1 000 EUR OP ASS ISTANC E 42 5 91 39 883 3 3 908 31 098 8 683 8 78 5 2 4 1 41 16 781 1 2 00 1 2 00 F UNDO ES IBER IA 1 7 2 64 18 82 4 15 1 5 51 5 18 809 30 ( 1 3 0) ( 31 1) SC I GEOR GE S MANDEL 1 1 004 11 1 98 33 12 1 0 971 11 1 8 6 479 391 3 00 2 47 1 2 2 47 42 1 952 11 788 417 53 2 1 0 028 27 5 2 47 1 0 240 2 74 13 7 2 219 146 7 05 1 548 1 43 395 5 016 - 2 52 6 - 1 61 ( 1 7 2) 2 42 - LOCAR ENT BE S S EGUR OS BR B INTER NAC IONAL AUTOP ISTA PER OTE-XALAP A LUS OSC UT C OSTA DE PR ATA - 1 7 49 - 53 71 4 LUS OSC UT BEI RA LI TORAL E ALTA - 958 22 6 - 800 794 - 1 57 43 2 - 27 864 - 4 071 LUS OSC UT GR ANDE PO RTO - 7 38 043 - 652 65 5 - 85 38 8 - 16 53 0 - 1 2 66 4 057 3 63 3 640 996 3 47 7 666 3 3 89 48 7 57 9 697 2 51 509 64 8 06 - 1 6 8 99 - AS C ENDI - 45 394 - 46 91 5 - ( 1 5 21 ) - - - - EMPAR K 77 8 926 7 30 904 63 5 1 61 594 65 7 AS C ENDI GR OUP 5 04 386 - 450 67 2 1 82 143 7 65 - 1 36 247 14 91 8 - 2 967 84 082 - 1 026 - AUV ISA - AUTO VIA DE LOS V IÑEDOS 23 8 957 2 42 01 3 196 928 2 1 2 200 42 029 29 81 3 5 5 91 6 883 5 54 656 UNIC RE 31 3 1 02 3 10 1 55 200 945 1 95 88 0 11 2 1 57 1 1 4 27 5 1 1 2 658 - 5 1 39 - MOZA B ANC O 67 403 - 43 2 49 - 2 4 1 54 - 6 472 - 1 1 81 - R ODI S INKS & IDEAS 45 2 11 45 21 1 2 4 1 96 24 196 2 1 01 5 21 01 5 1 6 7 19 16 71 9 902 902 802 1 70 8 02 1 7 0 72 9 8 31 7 29 83 1 7 2 3 39 72 33 9 96 1 98 - 1 0 907 - SC UTVIAS Note : Information adjusted for consolidation purpose s (in thousands of euro) Partici pati on Cos t 30.06.201 1 31.1 2.201 0 BE S V IDA a) 474 997 ES VÉ NÉ TIE Ec onomi c Inter est 30.06.201 0 30.06.201 1 31.1 2.201 0 B ook Value 30.06.201 0 30.06.201 1 31.1 2.201 0 Share of profits of as soc iates 30.06.201 0 30.06.201 1 31 .1 2.201 0 30.06.201 0 474 997 474 997 5 0.00% 50.00% 50.00% 3 56 998 387 3 94 408 011 2 699 15 469 6 998 42 293 42 2 93 42 293 42.69% 42 .69% 42 .69% 70 493 67 8 53 66 3 65 2 626 3 62 2 1 297 LOCAR ENT BE S S EGUR OS 2 967 3 749 2 967 3 7 49 2 967 3 749 5 0.00% 2 5.00% 50.00% 25 .00% 50.00% 25 .00% 4 289 4 83 8 2 796 6 070 603 5 623 750 232 78 5 1 004 33 8 353 ES EGUR 9 63 4 9 634 9 63 4 44.00% 44.00% 44.00% 11 461 1 1 3 50 1 1 8 77 264 440 440 EUR OP ASS ISTANC E 1 147 1 1 47 1 147 2 3.00% 23 .00% 23 .00% 1 997 2 021 2 1 78 276 33 9 276 ( 3 46) FUNDO ES IBER IA 8 708 8 7 08 10 496 3 8.69% 38 .69% 38 .69% 6 368 7 2 87 8 453 391 31 0 SC I GEOR GE S MANDEL 2 401 2 401 2 401 2 2.5 0% 22 .50% 22 .50% 2 468 2 518 2 7 09 68 11 6 56 BR B INTER NAC IONAL 10 65 9 1 0 659 10 03 4 2 4.93% 24.93 % 24.93 % 31 4 2 43 3 45 70 86 188 AUTOP ISTA PER OTE-XALAP A b) 35 05 6 3 5 056 35 056 8.1 9% 8 .19% 8 .19% 30 660 ( 1 03 ) 2 8 679 3 2 466 227 LUS OSC UT C OSTA DE PR ATA - - 10 442 - - 9.17 % - - 2 2 5 92 - 1 27 1 476 LUS OSC UT BEI RA LI TORAL E ALTA - - 23 093 - - 9.17 % - - 43 651 - 2 267 543 LUS OSC UT GR ANDE PO RTO AS C ENDI GR OUP b) AS C ENDI - - - 25 165 - - 9.17 % - - 1 9 3 74 - 95 8 ( 21 ) 1 68 31 0 163 3 41 - 1 6.3 8% 16.38 % - 1 78 271 170 2 59 - 3 044 6 91 8 - - - 2 400 - - 16.38 % - - 1 1 77 - ( 525 ) - EMPAR K b) 55 01 3 55 013 61 41 3 9.1 7% 9.17 % 11 .77 % 54 02 7 54 003 5 9 677 - 77 2 - AUV ISA - AUTO VIA DE LOS V IÑEDOS 41 05 6 41 056 43 458 2 0.48% 20.48 % - 41 147 3 7 081 43 5 56 59 31 - UNIC RE b) 11 497 1 1 497 11 497 1 7.5 0% 17 .50% - 19 62 7 1 9 998 1 9 7 54 899 8 47 9 8 260 10 256 MOZA B ANC O R ODI S INKS & IDEAS SC UTVIAS b) Other - - 2 5.1 0% - - - - 296 - - 1 240 1 2 40 1 240 2 4.8 1% 24.81 % 25 .29% 7 52 8 7 528 6 096 - 1 43 2 - 50 669 9 800 50 669 - 9.1 1% 9.11 % - 50 669 50 669 - - - - 1 13 73 9 11 0 5 41 99 01 3 - - - 1 09 404 106 1 59 97 3 47 976 ( 6 496) 1 901 1 042 93 5 1 02 4 968 870 495 960 81 5 961 908 85 1 8 66 12 877 37 17 5 20 759 a) I ncludes goodwill in the amount of euro 2 67 440 thousand and value-in-force in the amount of e uro 41 952 thousand (31 December 2010: euro 43 454 thousand). b) Although the Group's economic inte re st is less than 20% , this entities were consolidated unde r the equity method, as the G roup exe rcises a significant influence over their ac tivitie s. 140 Interim Report BANCO ESPÍRITO SANTO The movement occurred in this balance is presented as follows: (in thousands of euro) 30.06.2011 31 .1 2.201 0 Balance at the beginning of the period D isposals Acquisitions ( see Note 1 ) S hare of profit of associates F air value reserve from investments in associates (a) D ividends received E xchange differences and other 961 908 1 7 862 1 2 877 ( 32 51 1) ( 2 91 8) 3 597 793 81 5 ( 99 682) 292 61 9 37 175 ( 48 485) ( 1 5 927) 2 393 Balance at the end of the period 960 815 961 908 (a) C hange in fair value re serve s mainly from BE S Vida. NOTE 29 – OTHER ASSETS As at 30 June 2011 and 31 December 2010, the balance other assets is analysed as follows: (in thousands of euro) 30.06.201 1 Deb tors Depos its plac ed with futures contracts Depos it accounts Recoverable government subsidies on mortgage loans Debtors for unrealised capital of subsidiaries Loans to companies in which the Group has a non-controlling interest Public s ector Sundry debtors Impairment losses on debtors O ther ass ets Gold, other precious metals, numismatics, and other liquid assets O ther assets Acc ru ed inco me Prepay ments an d d eferred c osts O ther s undry ass ets Foreign exchange transactions pending settlement Stock exchange transactions pending settlement O ther transactions pending settlement Ass ets rec ognised on pen sions 31 .12.2010 109 1 27 983 666 47 463 7 000 208 041 134 824 546 401 2 036 522 ( 39 492) 1 997 030 48 958 960 404 42 264 3 500 1 27 520 1 24 978 424 321 1 731 945 ( 1 5 047) 1 716 898 1 1 074 74 514 85 588 11 979 87 371 99 350 51 375 81 81 4 11 2 664 1 05 654 30 849 1 281 861 293 320 1 606 030 1 49 578 666 499 377 951 1 1 94 028 851 515 885 475 4 704 202 4 083 21 9 As at 30 June 2011, Loans to companies in which the Group has a non-controlling interest include the amount of euro 100 million related with loans to Locarent – Companhia Portuguesa de Aluguer de Viaturas, S.A. (31 December 2010: euro 110 million). 141 Interim Report BANCO ESPÍRITO SANTO As at 30 June 2011, the balance prepayments and deferred costs includes the amount of euro 65 097 thousand (31 December 2010: euro 62 719 thousand) related to the difference between the nominal amount of loans granted to Group’s employees under the collective labour agreement for the banking sector (ACT) and their respective fair value at grant date, calculated in accordance with IAS 39. This amount is charged to the income statement over the lower period between the remaining maturity of the loan granted, and the estimated remaining service life of the employee. The stock exchange transactions pending settlement refer to transactions with securities on behalf of third parties, recorded on trade date and pending settlement, in accordance with the accounting policy described in Note 2.6. The movements occurred in impairment losses are presented as follows: (in thousands of euro) 30.06.201 1 Balanc e at the b eginning of the perio d C harge for the period C harge off Write back for the period O ther Balanc e at the end of the perio d 31 .12.2010 30.06.201 0 15 047 22 050 18 733 29 304 ( 2 912) ( 1 950) 3 4 796 ( 5 938) ( 6 992) 1 1 31 1 371 ( 564) 2 51 0 39 492 1 5 047 22 050 142 Interim Report BANCO ESPÍRITO SANTO NOTE 30 – DEPOSITS FROM CENTRAL BANKS The balance deposits from central banks is analysed as follows: (in thousands of euro) 30.06.201 1 From the E uropean S ys tem o f Central B ank s Inter-bank money market Deposits Other funds From o ther C entral B an ks Inter-bank money market Deposits Repurc hase agreements Loans 31 .12.2010 1 3 495 8 333 000 264 500 1 53 806 4 800 000 8 346 495 5 218 306 1 9 027 786 435 76 807 443 903 2 438 247 308 267 - 1 326 172 2 746 51 4 9 672 667 7 964 820 As at 30 June 2011 and 31 December 2010, Other funds from the European System of Central Banks in the amount of euro 8 333 million and euro 5 065 million, respectively, are covered by Group’s financial assets (see Note 40). As at 30 June 2011, the balance Deposits From other Central Banks includes euro 657 million of deposits made by the Central Bank of Angola (31 December 2010: euro 1 356 million). 143 Interim Report BANCO ESPÍRITO SANTO NOTE 31 – DEPOSITS FROM BANKS The balance deposits from banks is analysed as follows: (in thousands of euro) 30.06.201 1 Domestic Loans Inter-bank money market Deposits Very s hort term funds Other funds 31 .12.2010 1 6 858 22 368 702 884 123 1 80 193 458 32 18 339 44 5 1 058 748 In tern ational Deposits Loans Very s hort term funds Repurc hase agreements Other funds 495 650 774 148 276 440 343 467 1 84 1 839 553 471 443 1 848 957 275 1 66 1 434 2 1 23 201 1 874 306 200 528 357 668 496 4 902 303 5 940 249 5 961 051 6 380 592 NOTE 32 – DUE TO CUSTOMERS The balance due to customers is analysed as follows: (in thousands of euro) 30.06.201 1 Repayable on demand D emand deposits Time depos its Time deposits O ther S av in gs acc ounts P ensioners O ther Other funds R epurchase agreements O ther 31 .1 2.201 0 8 466 309 8 676 475 20 862 644 1 03 365 19 426 1 16 133 543 20 966 009 19 559 659 20 370 1 678 963 29 751 1 758 470 1 699 333 1 788 221 523 054 317 393 436 619 358 246 840 447 794 865 31 972 098 30 81 9 220 144 Interim Report BANCO ESPÍRITO SANTO NOTE 33 – DEBT SECURITIES ISSUED The balance debt securities issued is analysed as follows: (in thousands of euro) 30.06.201 1 E uro Medium Term Notes (EMTN) Certificates of deposit B onds a) Covered bonds Other 31 .12.201 0 10 038 270 1 649 418 3 601 329 959 1 69 3 659 247 1 1 575 244 1 748 683 4 049 569 2 333 906 4 402 537 19 907 433 24 109 939 a) As at 30 J une 2 01 1, includes the amount of euro 1 539 million of debt s ecuritie s issue d with a guarante e from the Portugues e R epublic (3 1 De cember 2010: e uro 1 584 million) BES Group issued covered bonds in the amount of euro 4 290 million, under the Covered Bonds Programme, which has a maximum amount of euro 10 000 million. The main characteristics of these issues at 30 June 2011 are as follows: Des c ription BE S BE S BE S BE S BE S C overed B onds 3.375% C overed B onds D UE J U L 1 7 C overed B onds 21 /07/201 7 C overed B onds D UE 4.6% C overed B onds H IP O T. 201 8 Nominal value ( in thousand of euro) 1 000 000 750 000 1 250 000 40 000 1 250 000 B ook value (in thousand of euro) Is su e date Maturity date Interest payment Interes t rate Rating 920 31 8 38 851 - 1 7-1 1 -2009 07-07-201 0 21 -07-201 0 1 5-1 2-201 0 25-01 -201 1 1 7-02-2015 09-07-2017 21 -07-2017 26-01 -2017 25-01 -2018 Annually Annually Annually Annually Annually 3.375% 6 month E uribor + 0.60% 6 month E uribor + 0.60% 4.600% 6 month E uribor + 0.60% A3 A3 A3 A3 A3 The covered bonds are guaranteed by a cover assets pool, comprised of mortgage credit assets and limited classes of other assets, that the issuer of mortgage covered bonds shall maintain segregated and over which the holders of the relevant covered bonds have a statutory special creditor privilege. These conditions are set up in Decree-Law no. 59/2006, Regulations 5/2006, 6/2006, 7/2006 and 8/2006 and Instruction 13/2006 of the Bank of Portugal. As at 30 June 2011, the mortgage loans that collateralise these covered bonds amount to euro 5 314 650 thousand (31 December 2010: euro 4 963 051 thousand) (see Note 22). The changes occurred in debt securities issued during the six month period ended 30 June 2011 are analysed as follows: 145 Interim Report BANCO ESPÍRITO SANTO E uro Medium Term Notes (E MTN) C ertificates of deposit B onds C overed bonds Other 31.1 2.201 0 Iss ues Repaymen ts 1 1 575 244 1 748 683 4 049 569 2 333 906 4 402 537 81 7 557 30 000 3 11 6 904 (1 ( ( (1 (3 24 109 939 3 964 461 (6 851 859) N et repurc has e 555 536) ( 708 603) 100 620) b) 326 1 35) ( 240 776) 250 000) ( 52 669) 61 9 568) 1 41 3 (1 000 635) (in thousands of euro) Other 30.06.201 1 mov ements a) ( 90 392) 1 355 88 671 ( 72 068) ( 242 039) 1 0 038 270 1 649 41 8 3 601 329 959 169 3 659 247 ( 314 473) 1 9 907 433 a) Othe r movements include accrue d interest, corrections by he dging ope rations, fair value adjustments and foreign exchanges differences. b) C ertificates of deposit are presented at the net value, conside ring their short te rm maturity. In accordance with the accounting policy described in Note 2.8, debt issued repurchased by the Group is derecognised from the balance sheet and the difference between the carrying amount of the liability and its acquisition cost is recognised in the income statement. Following acquisitions, as at 30 June 2011 and 31 December 2010, the Group recongnised a profit of euro 61.7 million and a loss of euro 5.2 million respectively (see Note 11 and 36). 146 Interim Report BANCO ESPÍRITO SANTO The main characteristics of debt securities issued during the six month period ended 30 June 2011, are presented as follows: 147 Interim Report BANCO ESPÍRITO SANTO NOTE 34 – PROVISIONS As at 30 June 2011 and 31 December 2010, the balance of provisions presents the following movements: (in thousands of euro) R es truc turing provis ion B alance as at 31 Dec ember 2009 Oth er prov isions Total 1 529 178 322 1 79 851 ( 1 36) 1 2 805 ( 10 794) 12 805 ( 1 0 930) - ( 2 154) ( 2 1 54) 1 393 178 1 79 1 79 572 ( 1 5) 36 538 ( 6 952) 36 538 ( 6 967) E xchange differences and other - 5 563 5 563 B alance as at 31 Dec ember 2010 1 378 21 3 328 214 706 Charge for the period Charge off E xchange differences and other - 8 074 ( 14 51 7) ( 1 596) 8 074 ( 1 4 517) ( 1 596) 1 378 205 289 206 667 Charge for the period Charge off E xchange differences and other B alance as at 30 J une 201 0 Charge for the period Charge off B alance as at 30 J une 201 1 Other provisions in the amount of euro 205 289 thousand (31 December 2010: euro 213 328 thousand) are intended to cover certain contingencies related to the Group’s activities, the more relevant being as follows: • Contingencies in connection with the exchange, during 2000, of Banco Boavista Interatlântico shares for Bradesco shares. The Group has provisions for an amount of approximately euro 65.7 million (31 December 2010: euro 62.0 million) to cover these contingencies; • Contingencies in connection with legal processes established following the bankruptcy of clients which might imply losses for the Group. Provisions in the amount of euro 25.2 million as at 30 June 2011 (31 December 2010: euro 26.5 million) were established to cover these losses; • Contingencies for ongoing tax processes. To cover these contingencies, the Group maintains provisions of approximately euro 40.2 million (31 December 2010: euro 39.8 million); • Contingencies for ongoing processes regarding commercial operations performed abroad in the amount of euro 24.1 million (31 December 2010: euro 37.4 million); • The remaining balance of approximately euro 50.1 million (31 December 2010: euro 47.6 million), is maintained to cover potential losses within the normal activities of the Group, such as frauds, robbery and on-going judicial cases. 148 Interim Report BANCO ESPÍRITO SANTO NOTE 35 – INCOME TAXES The Bank and its subsidiaries domiciled in Portugal are subject to taxation in accordance with the corporate income tax code (IRC) and to local taxes. BES Group determined its current and deferred income tax balance for the six month period ended 30 June 2011 and for the year ended 31 December 2010 on the basis of a nominal rate of 26.5%, in accordance with the Law No. 107-B/2003 from 31 December and Law No. 2/2007 of 15 January (approved Local Tax Law). The current and deferred tax for the six month period ended 30 June 2011 was determined based on a tax rate of 26.5% plus an additional tax of 2.5% added following Decree-law No. 12-A of 30 June, in the scope of the additional measures of “Programa de Estabilidade e Crescimento” (PEC). The Portuguese Tax Authorities are entitled to review the annual tax return of the Group subsidiaries domiciled in Portugal for a period of four years. Hence, it is possible that some additional taxes may be assessed, mainly as a result of differences in interpretation of the tax law. However, the Board of Directors of the Group subsidiaries domiciled in Portugal are confident that there will be no material differences arising from tax assessments within the context of the financial statements. The deferred tax assets and liabilities recognised in the balance sheet as at 30 June 2011 and 31 December 2010 can be analysed as follows: (in thousands of euro) As sets 30.06.201 1 31.1 2.201 0 Liab ilities 30.06.201 1 31 .1 2.201 0 Net 30.06.2011 31.12.201 0 D erivative financial instruments Loans and advances to cus tomers P roperty and equipment Intangible assets Investments in subsidiaries and associates P rovisions P ensions H ealth care - SAMS Long-term service benefits D ebt securities issued O ther T ax losses brought forward 98 503 297 898 102 1 3 758 38 790 25 1 1 9 21 1 8 122 8 051 2 090 26 581 61 328 252 580 1 02 3 821 33 646 26 985 202 8 1 52 5 748 47 598 ( 81 812) ( 9 1 55) ( 83 733) ( 41 789) ( 2 1 15) ( 3 1 77) - ( 11 1 202) ( 9 239) ( 73 204) ( 43 81 9) ( 27 81 4) ( 7 1 77) - 1 6 691 297 898 ( 9 1 55) 102 ( 69 975) 38 790 ( 1 6 670) 21 1 8 122 5 936 ( 1 087) 26 581 ( 49 874) 252 580 ( 9 239) 102 ( 69 383) 33 646 ( 1 6 834) 202 8 152 ( 27 81 4) ( 1 429) 47 598 D eferred tax as set / (liability) 51 9 225 440 1 62 ( 221 781 ) ( 272 455) 297 444 1 67 707 ( 142 361 ) ( 1 56 795) 1 42 361 1 56 795 - - 376 864 283 367 ( 79 420) ( 11 5 660) 297 444 1 67 707 Assets / liabilities compensation for deferred taxes D eferred tax as set / (liability) , net 149 Interim Report BANCO ESPÍRITO SANTO The changes in deferred taxes were recognised as follows: ( in thousands of euro) Six mo nth period en ded 30.06.2011 B alan ce at th e beg in nin g o f the p eriod Recognised in the income statement Recognised in fair value reserve (1 ) Recognised in other reserves E xchange differences and other B alan ce at th e end o f the p eriod (Ass ets/ (Liabilities) ) Year en ded 31 .12.201 0 167 707 70 372 108 655 1 5 899 66 253 ( 5 521 ) ( 1 367) 297 444 47 885 ( 2 723) ( 2 009) 167 707 (1 ) The amount recognise d in the consolidated statement of comprehensive income include s, additionally, the de ferred tax re cognised on the fair value re serves of associate s in the amount of e uro 11 143 thousands - gains (31 Dece mbe r 201 0: euro 1 6 902 thousands - gains ). The current and deferred taxes recognised in the income statement and reserves, during the six month period ended 30 June 2011 and the year ended 31 December 2010 is analysed as follows: ( in thousands of euro) 30.06.2011 R ec ognised in Rec ognis ed in (profit) /los s reserves 31 .12.2010 R ec ognised in Recognis ed in (profit) /los s reserves D erivative financial instruments Loans and advances to customers P roperty and equipment Intangible assets Investments in subsidiaries and assoc iates P rovisions P ensions Health care - S AMS Long-term service benefits D ebt securities issued Other T ax losses brought forward ( 31 2) ( 45 31 8) ( 84) 7 458 ( 5 144) 750 ( 9) 30 ( 33 750) ( 2 675) 8 682 ( 66 253) ( 6 866) ( 914) 966 1 2 335 ( 25 732) ( 39 863) ( 2 259) 9 66 362 ( 3 875) ( 1 852) 30 080 ( 885) 3 588 809 ( 42 281 ) ( 47 885) 3 017 ( 1 829) 1 535 - D eferred taxes ( 70 372) ( 60 732) ( 1 5 899) ( 45 1 62) 63 989 1 920 59 673 46 ( 6 383) ( 58 812) 43 774 ( 45 1 16) C urrent taxes T otal The current tax recognised in reserves includes a profit of euro 1 972 related to the acquisition of preference shares issued by the Group and recognised as other reserves; includes a deferred tax income of euro 966 thousand related to the costs incurred with the capital increase (31 December 2010: euro 1 933 thousand) and deferred tax expenses of euro 914 thousand related with pensions (31 December 2010: euro 1 829 thousand) and as at 31 December 2010 includes euro 150 thousand related to the share based payments scheme. 150 Interim Report BANCO ESPÍRITO SANTO The reconciliation of the income tax rate can be analysed as follows: (in thousands of euro) 31 .1 2.201 0 30.06.2011 % P rofit befo re taxes S tatutory tax rate Income tax calculated based on the statutory tax rate T ax-exempt dividends T ax-exempt profits (off shore) T ax-exempt gains N on-taxable share of profit in associates N on deductible costs E ffect of the additional tax of added (D ecrew law nr 12-A) N on-recoverable taxes paid abroad E ffect of deferred tax asset calculated on los ses brought forward considering a 25% ra O ther Amou nt % Amoun t 205 583 700 765 29.0 29.0 (17.6) (20.4) (7.0) (1 .8) 1 4.7 0.0 0.0 0.0 0.1 59 619 ( 36 262) ( 42 009) ( 14 406) ( 3 734) 30 1 91 218 (6.1) (8.2) ( 11 .5) (1 .5) 4.8 (2.4) 1.2 1.0 0.0 203 222 ( 42 951 ) ( 57 503) ( 80 543) ( 1 0 781 ) 33 563 ( 1 7 000) 8 739 6 759 269 (3.1) ( 6 383) 6.2 43 774 Following the Law No. 55-A/2010 of 31 December, was established a contribution fo the banking sector. During the six month period ended 30 June 2011, the Group recongnised a cost of euro 15.2 million, included in balance Other operating income and expenses – Direct and indirect taxes (see Note 11). NOTE 36 – SUBORDINATED DEBT The balance subordinated debt is analysed as follows: ( in thousands of euro) 30.06.2011 B onds Loans P erpetual Bonds 31.1 2.201 0 823 702 255 967 497 890 1 246 324 276 936 768 573 1 577 559 2 291 833 151 Interim Report BANCO ESPÍRITO SANTO The main features of the subordinated debt are presented as follows: (in thousands of euro) 30.06.2 01 1 Currency Is sue r Issue Date Designation Amount Issued Carrying amount Interest R ate Maturity BE S ( Cayman branch) S ubordinated loans J PY 2005 21 3 068 255 967 3.95% 2015 BE S Finance S ubordinated perpetual bonds EU R 2002 500 000 256 954 6.63% 2012 a) BE S Finance S ubordinated perpetual bonds EU R 2004 500 000 225 922 4.50% 2015 a) BE S Finance S ubordinated bonds EU R 2008 20 000 20 046 3 Months Euribor + 1 % 2018 BE SI S ubordinated bonds BR L 2008 1 683 2 286 1 .30% 2013 BE SI S ubordinated bonds BR L 2007 21 1 34 24 360 1 .30% 2014 BE SI S ubordinated bonds BR L 2008 1 0 099 1 3 778 1 .30% 2015 BE SI S ubordinated bonds EU R 2005 60 000 43 1 91 5.33% 2015 BE SI S ubordinated bonds EU R 2003 1 0 000 1 0 1 56 5.50% 2033 BE S S ubordinated bonds EU R 2004 25 000 25 1 33 6 Months Euribor + 1 .25% 2014 BE S S ubordinated perpetual bonds EU R 2005 1 5 000 1 5 014 3 Months Euribor + 2.25% 2015 BE S S ubordinated bonds EU R 2008 41 550 1 4 318 3 Months Euribor + 1 % 2018 BE S S ubordinated bonds EU R 2008 638 450 620 337 3 Months Euribor + 1 % 2019 BE S S ubordinated bonds EU R 2008 50 000 50 097 3 Months Euribor + 1 .05% 2018 2 105 984 1 577 559 a) a) Call option date The changes occurred in subordinated debt during the six month period ended 30 June 2011 are analysed as follows: 31 .1 2.201 0 Bonds Loans Perpetual B onds (b) Iss ues Repaymen ts Net Repurc has es (in thousands of euro) O ther 30.06.201 1 mov ements (a) 1 246 324 276 936 768 573 - ( 400 219) - ( 20 646) ( 236 624) ( 1 757) ( 20 969) ( 34 059) 823 702 255 967 497 890 2 291 833 - ( 400 219) ( 257 270) ( 56 785) 1 577 559 a) Other move me nts include accrued inte re st, corre ctions by hedging operations, fair value adjustments and foreign e xchange differences. b) In the issue s were cons idered the amounts corresponding to de bt re place ments previously repurchased by the Group. In accordance with the accounting policy described in Note 2.8, debt issued repurchased by the Group is derecognised from the balance sheet and the difference between the carrying amount of the liability and its acquisition cost is recognised in the income statement. Following the repurchases performed during the six months period ended 30 June 2011 and 31 December 2010, the Group has recognised a gain in the amount of euro 86.0 million and euro 3.2 million, respectively (see Note 11 and 33). 152 Interim Report BANCO ESPÍRITO SANTO NOTE 37 – OTHER LIABILITIES As at 30 June 2011 and 31 December 2010, the balance other liabilities is analysed as follows: (in thousands of euro) Cred itors Public sector Creditors arising out from future contracts Deposit accounts Sundry creditors Creditors from transactions with securities S uppliers Creditors from factoring operations Other sundry creditors Ac crued ex pen ses Long-term service benefits (see Note 13) Other accrued expenses Deferred in come Other s undry liabilities Stock exchange transactions pending settlement Foreign exchange transactions pending settlement Other transactions pending settlement 30.06.2011 31.1 2.201 0 1 54 399 37 654 52 1 43 1 27 583 25 500 1 07 625 1 27 61 7 36 1 34 6 51 4 292 080 706 541 1 07 486 68 241 4 304 265 496 706 235 29 784 1 53 01 6 1 82 800 29 655 1 71 463 201 1 18 15 653 23 033 567 51 6 15 352 1 54 580 737 448 71 4 013 2 095 288 229 1 004 337 1 642 442 1 934 723 The stock exchange transactions pending settlement refer to transactions with securities on behalf of third parties, recorded on trade date and pending settlement, in accordance with the accounting policy described in Note 2.6. 153 Interim Report BANCO ESPÍRITO SANTO NOTE 38 – SHARE CAPITAL, SHARE PREMIUM, TREASURY STOCK AND PREFERENCE SHARES Ordinary shares As at 30 June 2011, the Bank’s share capital in the amount of euro 3 500 million, was represented by 1 166 666 666 ordinary shares with a face value of euro 3 each, which were subscribed and fully paid by the following entities: % S hare capital 30.06.2011 31.1 2.201 0 BE S PAR - S ociedade Gestora de Participações Sociais, S.A. Credit Agricole, S .A. Bradport, SGP S, S .A. ( 1) Silchester International Investors Limited Portugal Telecom, SGP S , S A Espírito S anto Financial Group, S.A. Outros (1 ) 40.00% 10.81 % 6.05% 5.93% 2.62% 2.49% 32.10% 40.00% 1 0.81 % 6.05% 5.41 % 2.62% 2.47% 32.64% 1 00.00% 1 00.00% P ortuguese company fully owned by B anco Bradesco, S .A. (B razil), which has the voting rights. Preference shares The Group issued 450 thousand non-voting preference shares, which were listed in the Luxembourg stock Exchange in July 2003. In March 2004, 150 thousand preference shares were additionally issued forming a single series with the existing preference shares, in a total amount of euro 600 million. The face value of these shares is euro 1 000 and is wholly (but not partially) redeemable by option of the issuer at its face value, as at 2 July 2014, subject to prior approvals of BES and Bank of Portugal. During the six month period ended 30 June 2011, the Group acquired 144 thousand preference shares, with a net profit of euro 35 124 thousand recognised in Other reserves. These preference shares pay an annual non cumulative preferred dividend, if and when declared by the Board of Directors of the issuer, of 5.58% p.a. on nominal value. The dividend is paid on 2 July of each year, beginning 2 July 2004 and ending 2 July 2014. If the issuer does not redeem these preference shares on 2 July 2014, the dividend applicable rate will be the 3 months Euribor plus 2.65% p.a., with payments on 2 January, 2 April, 2 July and 2 October of each year, if declared by the Board of Directors of the issuer. BES unconditionally guarantees dividends and principal repayment related to the above mentioned issue, until the limit of the dividends previously declared by the Board of Directors of the issuer. These shares rank lower than any BES liability, and pari passu relative to any preference shares that may come to be issued by the Bank. 154 Interim Report BANCO ESPÍRITO SANTO Share Premiums As at 30 June 2011, share premiums are represented by euro 1 085 399 thousand related to the premium paid by the shareholders following the share capital increases. Other equity instruments The Group issued during 2010, perpetual subordinated bonds with interest conditioned in the total amount of euro 320 million. These bonds have an interest conditioned non-cumulative, payable only if and when declared by the Board of Directors. The main characteristics of these equity instruments are presented as follows: Is suer BE S BE S BE S I (1 ) Is sue date C urrenc y D ecember 2010 D ecember 2010 E UR US D October 201 0 E UR Emis sion v alue B ook Valu e 264 952 5 080 264 499 4 697 270 032 269 1 96 50 000 50 000 320 032 31 9 1 96 Interest rate Coupo n d ate ( in thousands of euro) Reimbursemen t pos sibility (2) 8.50% 8.00% 1 5th Mar and 14th S ep From S eptember 201 5 1 5th Mar and 14th S ep From S eptember 201 5 8.50% 20th April anf 20th Oct From October 2015 (1) BE SI issue is included in the balance non-controlling interest (see Note 39) The reimbursement of these securities may be performed in full, but not partially, at the option of the issuer, subject to prior approval of the Bank of Portugal. (2) During the six month period ended 30 June 2011, the Group pays interest in the amount of euro 8 210 thousand, registered as a deduction in reserves. These bonds are subordinated in respect of any liability of BES and BESI and pari passu in respect of any subordinated bonds with identical characteristics that may be issued by the Bank. Given their characteristics, these obligations are considered as equity instruments in accordance with the accounting policy described in Note 2.9. Treasury stock BES and its subsidiaries established a share based payment scheme (SIBA) which terminated in December 2010. During the six month period ended 30 June 2011, the Group acquired treasury stock under PRVIF programme (see Note 12). 155 Interim Report BANCO ESPÍRITO SANTO The movement in treasury stocks is analysed as follows: For the period ended For the year en ded 30.06.201 1 Number of shares Opening balance Shares acquired (1) Shares sold ( 2) Net amount of transactions with SIB A shares (3) Year-end balance (1 ) 31 .1 2.201 0 Amo un t (th ou s and o f eu ro ) Nu mb er of s hares Amo un t (tho u san d o f eu ro ) 342 475 - 997 - 1 276 261 (1 276 261 ) - 25 083 ( 2 952) ( 22 131 ) 342 475 997 - - Shares acquired under PR VIF , at a price of 2. 909 euro per share. (2) Includes the shares sold by the Bank in the market after the exercise by the employees of the option to sell the shares back to BE S at acquisition cost, and the shares liquidated by the employees at the maturity of the plans. (3) Amount transfered to Other reserves in December 201 0. NOTE 39 – FAIR VALUE RESERVE, OTHER RESERVES AND RETAINED EARNINGS AND NON-CONTROLLING INTEREST Legal Reserve The legal reserve can only be used to absorb accumulated losses or to increase the amount of the share capital. Portuguese legislation applicable to the banking sector (Article 97 of Decree-Law no. 298/92, 31 December) requires that 10% of the profit for the year be transferred to the legal reserve until it is equal to the share capital. Fair value reserve The fair value reserve represents the amount of the unrealized gains and losses arising from securities classified as available-for-sale, net of impairment losses recognised in the income statement in the year/previous years. The amount of this reserve is shown net of deferred taxes and non-controlling interest. During the six months period ended 30 June 2011 and the year ended 31 December 2010, the changes in these balances were as follows: 156 Interim Report BANCO ESPÍRITO SANTO (in thousands of euro) F air value res erv e Av ailable for-s ale financ ial as sets Deferred tax res erv es O ther reserves and retained earnings Total fair v alue reserve Legal res erv e Ex ch ange differences O ther reserves and retained earnings Total Oth er reserves and retained earnings 672 063 B alance as at 31 Dec ember 2009 365 323 ( 64 490) 300 833 22 000 ( 5 634) 655 697 S hare-based incentive plan (S IBA) - - - - - 1 29 1 29 D ividends from preference shares - - - - - ( 33 480) ( 33 480) C hanges in fair value ( 270 233) 29 103 ( 241 1 30) - - - - E xchange differences T ransfer to reserves - - - 37 000 25 437 - 321 936 25 437 358 936 95 090 ( 35 387) 59 703 59 000 1 9 803 944 282 1 023 085 - - - - - 237 ( 22 131) 237 ( 22 131 ) ( 106 381 ) 37 098 ( 69 283) - - - - - - - - - ( 3 321) ( 3 321 ) B alance as at 30 J une 201 0 S hare-based incentive plan (S IBA) S ettlement of S hare-based incentive plan ( SIB A) C hanges in fair value O ther E xchange differences - - - - ( 19 323) - ( 19 323) B alance as at 31 Dec ember 2010 ( 1 1 291 ) 1 71 1 ( 9 580) 59 000 480 91 9 067 978 547 Acquis ition of preference shares Interest of other equity instruments D ividends from preference shares - - - - - 35 1 24 ( 8 21 0) 35 1 24 ( 8 21 0) ( 25 657) C hanges in fair value E xchange differences Variable remuneration plan in financial instruments T ransfer to reserves B alance as at 30 J une 201 1 - - - - - ( 25 657) ( 451 008) 77 637 ( 373 371 ) - - - - - - - - ( 20 141) - ( 1 130) ( 20 141 ) ( 1 130) - - - 26 000 - 337 520 363 520 ( 462 299) 79 348 ( 382 951 ) 85 000 ( 19 661) 1 256 714 1 322 053 The movement in the fair value reserve, net of deferred taxes, impairment losses and non-controlling interest is analysed as follows: ( in thousands of euro) 30.06.2011 B alance at the beginning of the period C hanges in fair value D isposals during the period 31 .12.2010 ( 9 580) 300 833 ( 329 461 ) ( 168 470) ( 41 980) ( 364 436) Impairment recognised during the period 46 923 29 802 D eferred taxes recognised in reserves during the period 77 637 66 201 B alance at the end of the period ( 382 951 ) ( 9 580) 157 Interim Report BANCO ESPÍRITO SANTO Non-controlling Interest Non-controlling interest by subsidiary are analysed as follows: 30.06.2011 B alan ce Inc ome s heet s tatement B E S ANGO LA B E SI a) AMAN BAN K E S C O NCE SS Õ E S F CR VE NT URE S II B E S S ecurities B E S Investimento do Brasil E S AF B E S AÇO RE S F CR PME/B E S E spirito Santo Investment Holding b) B E ST F CR VE NT URE S III O UT RO S 290 570 50 000 36 290 42 437 23 094 20 1 76 1 9 794 1 9 725 1 6 025 1 5 052 9 590 1 3 1 45 1 0 588 1 6 1 65 55 508 51 6 2 296 ( 5 1 08) 71 3 1 580 1 677 172 ( 65) ( 2 091 ) 1 446 ( 1 636) 948 582 651 55 956 ( in thousands of euro) 31.12.201 0 B alance In come sheet statemen t 256 50 36 35 23 22 19 18 15 15 12 11 8 15 969 000 620 094 903 681 41 4 109 930 105 085 689 533 278 541 41 0 a) Corresponds to the value of the issue of other equity instruments (see Note 38). b) H olding company of BE S I Group that holds a 50.1 % participation in E xecution Holdings, Limited 120 599 ( 835) 1 7 827 ( 1 022) 3 096 355 3 414 1 1 28 1 64 11 2 1 89 ( 1 063) 608 146 471 The movements in non-controlling interest in the six months period ended 30 June 2011 and the year ended 31 December 2010 are analysed as follows: (in thousands of euro) 30.06.2011 N on-c ontrolling interes t at the beginning of th e period C hanges in the scope of cons olidation C apital increase (s ubsidiaries ) O ther equity instruments issue D ividends distributed 31 .12.201 0 541 41 0 283 557 686 45 285 3 287 - 1 7 325 50 000 ( 3 601 ) ( 6 461) 5 966 ( 4 969) E xchange differences and other P rofit for the period ( 21 053) 55 956 1 0 202 1 46 471 N on-c ontrolling interes t at the end of th e period 582 651 541 410 C hanges in fair value reserve 158 Interim Report BANCO ESPÍRITO SANTO NOTE 40 – OFF-BALANCE SHEET ITEMS As at 30 June 2011 and 31 December 2010, this balance can be analysed as follows: ( in thousands of euro) 30.06.2011 Contingen t liabilities Guarantees and stand by letters of credit Assets pleged as collateral Open documentary credits Other Commitments R evocable commitments Irrevocable commitments 31.12.201 0 8 689 358 11 777 718 3 026 364 598 673 8 1 98 8 320 3 239 581 285 999 192 957 24 092 1 13 20 340 433 5 974 371 4 651 987 6 883 602 5 349 361 10 626 358 1 2 232 963 Guarantees and standby letters of credits are banking operations that do not imply any out-flow by the Group. As at 30 June 2011, the balance assets pledged as collateral include: • Securities pledged as collateral to the Bank of Portugal (i) for the use of the money transfer system (Sistema de Pagamento de Grandes Transacções) in the amount of euro 156.1 million (31 December 2010: euro 155.3 million) and (ii) in the scope of a liquidity facility collateralised by securities in the amount of euro 10 084 million (as at 30 June 2011, securities eligible for rediscount at the Bank of Portugal amounted to euro 13 164 million); • Securities pledged as collateral to the Portuguese Securities and Exchange Commission (CMVM) in the scope of the Investors Indemnity System (Sistema de Indemnização aos Investidores) in the amount of euro 19 576 thousand (31 December 2010: euro 24 241 thousand); • Securities pledged as collateral to the Deposits Guarantee Fund (Fundo de Garantia de Depósitos) in the amount of euro 64 873 thousand (31 December 2010: euro 63 173 thousand); • Securities pledged as collateral to the European Investment Bank in the amount of euro 1 065 500 thousand (31 December 2010: euro 594 500 thousand). The above mentioned securities pledged as collateral are booked in the available-for-sale portfolio and they can be executed in case the Group does not fulfil its obligations under the terms of the contracts. 159 Interim Report BANCO ESPÍRITO SANTO The documentary credits are irrevocable commitments from the Group on behalf of its clients, to pay/order to pay a determined amount to the supplier of a given commodity or service, within a stipulated period, against the presentation of documents referring to the expedition of the commodity or rendering of the service. The condition of irrevocability consists on the fact of not being viable his cancellation or alteration without the agreement of all the involved parties. Revocable and irrevocable commitments represent contractual agreements for credit concession with the Group clients (eg. unused credit lines) which, in general, are contracted by fixed periods or with other expiring requisites and, normally, apply for the payment of a commission. Substantially, all commitments of credit concession in force require clients to maintain certain requisites which are verified at the time of the respective formalisation. Notwithstanding the particular characteristics of these contingent liabilities and commitments, the analysis of these operations follows the same basic principles of any one another commercial operation, namely the solvency of the underlying client and business, being that the Group requires these operations to be adequately covered by collaterals when needed. Considering that is expected that the majority of these contingent liabilities and commitments expire without having being used, the indicated amounts do not represent necessarily future cash-flow needs. Additionally, the liabilities accounted for off-balance sheet and related to banking services provided are as follows: ( in thousands of euro) 30.06.2011 S ecurities and other items held for safekeeping on behalf of customers Assets for collection on behalf of clients S ecuritised loans under management (s ervicing) Other responsabilities related with banking services 31.12.201 0 62 569 413 281 814 2 987 956 10 185 856 69 1 77 274 3 1 07 9 757 21 5 553 186 863 76 025 039 82 316 81 7 160 Interim Report BANCO ESPÍRITO SANTO NOTE 41 – ASSETS UNDER MANAGEMENT In accordance with the legislation in force, the fund management companies and the depositary bank are jointly liable before the participants of the funds for the non fulfilment of the obligations assumed under the terms of the Law and the management regulations of the funds. As at 30 June 2011 and 31 December 2010, the amount of the investment funds managed by the Group is analysed as follows: ( in thousands of euro) 30.06.2011 S ecurities investment funds Real estate investment funds P ension funds B ancass urance P ortfolio management Other 5 1 2 4 1 1 038 065 328 988 686 977 31 4 915 399 1 79 754 005 16 522 1 29 31.1 2.201 0 4 459 1 374 2 655 5 373 1 785 1 445 631 539 602 789 790 009 1 7 094 360 The amounts recognised in these accounts are measured at fair value determined at the balance sheet date. NOTE 42 – RELATED PARTIES TRANSACTIONS The entities considered to be BES Group related parties together with the subsidiaries referred in Note 1, as defined by IAS 24, are as follows: 161 Interim Report BANCO ESPÍRITO SANTO 162 Interim Report BANCO ESPÍRITO SANTO As at 30 June 2011 and 31 December 2010, the balances and transactions with related parties are presented as follows: (in thousands of euro) As sets As so ciated c ompanies B E S VID A 628 443 B E S VÉN ÉTIE 1 028 825 AS CE NDI GR OU P S GPS 185 684 LOCAREN T 149 1 27 AE NOR DOURO 190 953 N ANIUM 44 569 E MP ARK 41 306 S OUS AC AMP 64 AS CE NDI PINHAL IN TER IOR 1 9 380 S CUT VIAS 8 645 P ALE XP O 6 800 B E S S EGUR OS 35 E S EGUR 3 501 E S UMÉ DICA E S C ON TAC T CE NTE R 1 344 E UROP AS S IS TANCE 1 086 FIDU PR IVATE 1 41 U NICRE 2 OTHE R 27 437 2 337 342 Liabilities 30.06.201 1 Guarantees 163 611 120 475 5 038 1 23 1 722 1 588 3 826 12 1 6 943 235 1 417 7 7 441 30 1 86 352 624 4 81 5 33 269 1 2 000 1 9 784 3 01 3 1 5 374 6 868 2 1 97 4 92 7 4 946 102 369 Inc ome 18 1 8 2 4 1 2 2 43 325 390 925 338 353 460 271 61 434 538 21 6 11 1 471 2 28 20 267 21 0 Ex penses 721 52 30 4 378 1 71 23 465 18 167 5 926 As s ets 924 51 1 889 175 1 88 684 1 39 970 1 22 304 45 403 41 537 1 5 064 9 320 9 140 6 800 3 840 2 657 2 569 1 61 4 1 064 139 12 1 6 139 2 41 9 942 Liabilities 429 055 1 20 264 5 348 712 592 704 7 1 7 769 1 89 1 3 773 1 38 1 670 7 1 6 695 1 1 810 61 8 733 31 .12.2010 Guarantees 832 3 013 2 261 4 92 7 6 209 Inc ome 48 770 8 967 9 882 3 303 5 01 3 610 3 286 835 256 227 353 1 41 3 842 83 60 43 813 84 756 Ex penses 1 094 345 2 542 1 0 1 77 19 1 4 1 26 55 91 5 12 1 1 456 1 6 747 Balances and transactions with the above referred entities relate mainly to loans and advances and deposits in the scope of the activity of the Group. 163 Interim Report BANCO ESPÍRITO SANTO In the scope of the distribution and operating management agreement between BES, BES Vida and Crédit Agricole, BES granted BES Vida a guaranteed return over a group of assets associated to insurance and investment contracts. BES recognises this guarantee on its balance sheet as a liability at fair value against the income statement, when the expected return of assets is lower than the minimum guaranteed return to the policy holders. As at 30 June 2011 and as at 31 December 2010, the liability recognised in the balance sheet amounts to euro 6.8 million. As at 30 June 2011 and 31 December 2010, the total amount of assets and liabilities of BES Group with ESFG (Bank holding) and related companies, is as follows: ( in thousands of euro) 30.06.2011 Ass ets E S F INANC IAL GRO UP E S F PORTU GAL B E SP AR GRU PO CRÉ DIT AGRICO LE P ARTRAN E S PÍRITO SANTO FINANCIÉ RE, S A C OMPANHIA S E GURO S TR ANQ UILID AD E E S IRMÃO S B ANQ UE P RIVÉ E E S PÍRITO SANTO E S BANK P AN AMA E S S AUDE O P WAY T - VIDA C ONSTR UCCIO NE S S AR RION E S PÍRITO SANTO RE SOU RCE S O TH ER T OT AL Loan s and adv an ces to banks 1 022 1 7 591 354 803 22 237 395 653 Loans S ecurities O ther T otal Guarantees Liabilities Income E xp ens es 1 1 91 9 479 309 977 598 593 367 1 378 233 93 810 3 1 2 544 165 527 2 602 1 81 306 19 49 90 26 1 117 41 4 93 81 1 1 023 1 51 91 9 1 09 788 84 309 17 61 0 354 803 1 27 570 52 598 228 21 0 26 367 27 1 18 334 207 21 1 42 1 0 499 24 884 32 575 2 252 1 8 675 50 743 246 904 495 39 271 1 50 499 29 675 2 988 9 802 4 82 342 1 151 27 745 277 532 10 695 1 975 250 4 079 1 990 953 1 53 32 3 995 1 1 2 81 3 176 1 23 11 6 102 478 694 623 274 719 1 788 1 366 783 11 0 234 356 904 1 4 941 1 71 3 1 51 1 09 84 1 14 52 62 26 92 ( in thousands of euro) 31 .1 2.2010 A ss ets Loans and advanc es to bank s E S F IN AN CIAL GR OU P E S F PO RTU GAL BE SP AR GRU PO CRÉ DIT AGR ICO LE P ARTRAN E S PÍRITO S ANT O FINANCIÉ RE , S A C OMPANH IA SE GURO S TRANQ UILIDADE E S IR MÃOS E S CO M BANQ UE P RIVÉE E SP ÍRITO S ANTO E S B ANK P ANAMA E S S AUDE OP WAY T - VIDA C ON ST RUCC IO NE S S ARRIO N E S PÍRITO S ANT O RE S OU RCE S OTH ER TOTA L 23 311 23 359 973 989 074 766 802 Loans 1 135 000 2 667 87 948 11 8 944 31 606 20 26 934 77 724 480 844 S ec urities 1 36 93 810 3 1 2 544 190 281 2 592 299 366 O ther 2 6 866 424 13 32 205 31 846 8 419 T otal 1 38 93 81 1 7 839 1 35 000 3 094 87 948 24 002 31 1 074 1 31 520 31 606 1 90 506 26 934 31 1 04 928 1 1 48 431 Guarantees 21 10 24 35 12 1 05 207 563 623 885 665 370 31 3 Liabilities 91 342 1 54 479 549 40 74 68 267 1 27 629 2 930 5 308 8 998 97 471 1 86 28 016 331 444 Inc ome 241 945 1 1 46 2 469 6 645 270 8 093 232 713 1 73 91 6 582 27 600 E x pens es 1 344 1 01 44 1 1 08 1 898 2 497 164 Interim Report BANCO ESPÍRITO SANTO As at 30 June 2011, loans granted by BES Group to its key management personnel (being key management personnel, the BES Board of Directors and Audit Committee, the subsidiary companies Board Members and BES senior management) amounted to euro 28 385 thousand (31 December 2010: euro 27 386 thousand). As at 30 June 2011, loans granted by BES Group to the members of the Board of Directors of ESFG that are not simultaneously members of the Board of Directors of BES, amounted to euro 4 878 thousand (31 December 2010: euro 5 924 thousand). All transactions with related parties are made on an arms length basis, under the fair value principle. Credits granted to members of the Board of Directors correspond to operations under the BES core business, being excluded from the nr. 2, 3 and 4 of article 397 of the Código das Sociedades Comerciais. However, credit granted by the Group to members of the Board of Directors of credit institutions are under the scope of article 85 of the Regime Geral das Instituições de Crédito e Sociedades Financeiras (RGICSF), which text was amended by Decree-Law nr. 126/2008, of 21 July, being these operations subject to reporting to the Bank of Portugal, under the terms of Instruction nr. 13/2008(1). As such, under the above mentioned legislation, the main conditions for granting loans to members of the Board of Directors of credit institutions are: - It cannot be granted credit to executive members of the Board of Directors and to the Fiscal Board (including first degree relatives), with the exception of operations (i) with a social purpose, (ii) under the company policies, or (iii) resulting from the use of credit cards in conditions similar to the ones applied to the general clients with similar risk profile. All these exception are included in nr. 4 of article 85 of RGICSF; - Credit operations with non-executive members of the Board of Directors are subject to approval by a majority of at least two thirds of the remaining Board Members and can only be granted with the approval of the Fiscal Board, in accordance with nr. 8 of article 85 of RGICSF; - The credit is granted and approved at market prices and the Board Member involved in the operation cannot intervene in the decision making process. All credits granted to Board Members fulfil the above mentioned requirements. (1) This Instruction will remain in-force until 21 August 2011, date on which the Instruction No. 17/2011 of the Bank of Portugal becomes effective, imposing new rules that the banks must observe regarding this matter. 165 Interim Report BANCO ESPÍRITO SANTO All credits granted to related parties are included in the impairment model, being subject to provisions in the same manner that the commercial credits granted by the Group. As 30 June 2011 and 31 Decebmber 2010, none of the credits granted to related parties were subject to individual impairment. However, these credits are subject to an impairment evaluation on a portfolio basis, as referred in Note 2.5 – Loans and advances to customers. During the six months period ended 30 June 2011 the Group sold 18 520 and 4 830 units of the Fungepi Fund and Fungere Fund to the Group pensions funds, by a global amount of euro 80.0 million, not incurring in any material loss or gain. 166 Interim Report BANCO ESPÍRITO SANTO NOTE 43 – SECURITISATION TRANSACTIONS As at 30 June 2011, the outstanding securitisation transactions performed by the Group were as follows: (in thousands of euro) Des ignation Initial date Original amount C urrent amount A ss et s ecuritis ed Mortgage loans (s ubsidised regime) Lusitano Mortgages N o.1 plc December 2002 1 000 000 41 3 1 32 Lusitano Mortgages N o.2 plc November 2003 1 000 000 41 1 700 Mortgage loans (s ubsidised and general regime) Lusitano Mortgages N o.3 plc November 2004 1 200 000 584 434 Mortgage loans (general regime) Lusitano Mortgages N o.4 plc S eptember 2005 1 200 000 664 553 Mortgage loans (general regime) Lusitano Mortgages N o.5 plc S eptember 2006 1 400 000 91 4 1 37 Mortgage loans (general regime) Loans to s mall and medium entities Lusitano S ME No.1 plc Lusitano Mortgages N o.6 plc Lusitano P rojec t Finance No.1 , FTC Lusitano Mortgages N o.7 plc Lusitano Leverage finance No. 1 BV Lusitano S ME N.º 2 October 2006 862 607 477 843 J uly 2007 1 1 00 000 81 9 069 December 2007 1 079 100 152 1 21 S eptember 2008 1 900 000 February 201 0 516 534 ( 2) 31 8 459 1 951 908 ( 3) 1 657 558 December 201 0 Mortgage loans (general regime) (1 ) 1 895 795 P roject Finance loans Mortgage loans (general regime) C ompanies loans Loans to s mall and medium entities (1 ) During the first s emes ter of 201 1 , credit portfolio ass ociated to this securitization was partially sold, with the remaining (domes tic credit) been transferred to "Lusitano Project Finance No.1 FTC". (2) This securitisation includes the amount of euro 382 062 thousand of mortgage loans from BE S and an amount of euro 1 34 472 thousand of mortgage loans from BE SI and E S Vénétie. (3) This securitisation includes an amount of euro 1 348 825 thousand of companies loans and an amount of euro 603 083 thous and of commercial paper from BE S. As permitted by IFRS 1, the Group has applied the derecognition requirements of IAS 39 for the transactions entered into after 1 January 2004. Therefore, the assets derecognised until that date, in accordance with the previous accounting policies, were not restated in the balance sheet. The assets sold in the securitisation transactions Lusitano Mortgages No.3, Lusitano Mortgages No.4 and Lusitano Mortgages No.5, performed after 1 January 2004, were derecognised considering that the Group has transferred substantially all the risks and rewards of ownership. In accordance with SIC 12, the Group fully consolidates Lusitano SME No. 1, plc, Lusitano Mortgages No.6 plc, Lusitano Project Finance No. 1 FTC and Lusitano Mortgages No.7 plc as it retains the majority of the risks and rewards associated with the activity of these SPE’s. Therefore, the respective assets and liabilities are included in the consolidated balance sheet of the Group. The other securitisation vehicles are not included in the consolidated financial statements of the Group as it has not retained the majority of the risks and rewards of ownership. During 2010 it was set-up two securitization operations of company loans (Lusitano Leverage Finance Nº1) which includes loans from BES London Branch, BESI and ES Vénétie and other of company loans and commercial paper (Lusitano SME Nº2). These loans were not derecognised considering that the group has not transferred substantially all the risks and rewards of ownership. 167 Interim Report BANCO ESPÍRITO SANTO NOTE 44 – FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES The fair value of financial assets and liabilities, for the Group, is analysed as follows: (in thousands of euro) 31.1 2.201 0 30.06.2011 Book Value Fair Value B ook Value Fair Valu e Cash and deposits at central banks Deposits with banks Financial assets held for trading Financial assets as at fair value through profit or loss Financial assets available-for-sale Loans and advances to banks Loans and advances to customers Held to maturity investments Hedging derivatives ( assets) 1 084 584 537 579 3 007 360 1 063 434 1 0 924 881 3 438 948 49 71 7 892 2 252 043 329 048 1 084 584 537 579 3 007 360 1 063 434 1 0 924 881 3 438 948 47 518 733 2 1 59 822 329 048 930 557 3 942 1 424 1 1 774 4 245 50 829 2 458 447 505 972 061 331 881 436 123 800 304 Financ ial as s ets 72 355 769 70 064 389 76 610 41 3 74 647 243 Deposits from central banks Financial liabilities held for trading Deposits from banks Due to customers Debt securities issued Hedging derivatives ( liabilities) Subordinated debt 9 672 667 1 894 927 5 961 051 31 972 098 1 9 907 433 230 041 1 577 559 9 672 667 1 894 927 5 539 242 31 972 098 1 7 666 457 230 041 1 1 18 925 7 964 2 088 6 380 30 819 24 1 09 228 2 291 7 2 5 30 21 Financ ial liabilities 71 21 5 776 68 094 357 73 883 355 820 007 592 220 939 944 833 3 1 11 4 48 2 930 505 557 972 942 061 424 331 774 881 245 436 932 520 392 233 447 304 964 820 088 007 842 853 81 9 220 584 479 228 944 1 491 096 70 01 9 419 The Financial Assets and liabilities of BES Group at fair value were measured in accordance with the methodology described in the Financial Statements Report for the year ended 31 December 2010. The methods and assumptions used in estimating the fair values of financial assets and liabilities measured at amortised cost in the balance sheet are analysed as follows: Cash and deposits at central banks, Deposits with banks and Loans and advances to banks Considering the short term nature of these financial instruments, carrying value is a reasonable estimate of its fair value. Loans and advances to customers The fair value of loans and advances to customers is estimated based on the discount of the expected future cash flows of capital and interest, assuming that the installments are paid on the dates that have been contractually defined. The expected future cash flows of loans with similar credit risk characteristics are estimated collectively. The discount rates used by the Group are current interest rates used in loans with similar characteristics. Held-to-maturity investments The fair values of these financial instruments are based on quoted market prices, when available. For unlisted securities the fair value is estimated by discounting the expected future cash-flows. 168 Interim Report BANCO ESPÍRITO SANTO Deposits from central banks and Deposits from banks Considering the short term nature of these financial instruments, carrying value is a reasonable estimate of its fair value. Due to customers The fair value of these financial instruments is estimated based on the discount of the expected future cash flows of capital and interest, assuming that the installments are paid on the dates that have been contractually defined. The discount rates used by the Group are the current interest rates used in instruments with similar characteristics. Considering that the applicable interest rates to these instruments are floating interest rates and that the period to maturity is substantially less than one year, the difference between fair value and book value is not significant. Debt securities issued and Subordinated debt The fair value of these instruments is based on market prices, when available. When not available, the Group estimates its fair value by discounting the expected future cash-flows. 169 Interim Report BANCO ESPÍRITO SANTO NOTE 45 – RISK MANAGEMENT A qualitative outlook of the risk management at the Group is presented bellow: • Credit risk; • Market risk; • Liquidity risk; • Operational risk. Credit risk Credit risk represents the potential financial loss arising from the failure of a borrower or counterparty to honour its contractual obligation. Credit risk is essentially present in traditional banking products – loans, guarantees granted and contingent liabilities – and in trading products – swaps, forwards and options (counterparty risk). Regarding credit default swaps, the net exposure between selling and buying positions in relation to each reference entity, is also considered as credit risk to the Group. The credit default swaps are accounted for at fair value in accordance with the accounting policy described in Note 2.4. Credit portfolio management is an ongoing process that requires the interaction between the various teams responsible for the risk management during the consecutive stages of the credit process. This approach is complemented by the continuous introduction of improvements in the methodologies, in the risk assessment and control tools, as well as in procedures and decision processes. The risk profile of BES Group is analysed on a regular basis by the risk committee, especially in what concerns the evolution of credit exposures and credit losses. BES Group credit risk exposure is analysed as follows: 30.06.201 1 D eposits with banks F inanc ial assets held for trading O ther financial assets at fair value through profit or loss Available-for-sale financial assets Loans and advances to cus tomers H eld-to-maturity investments D erivatives for risk management purposes O ther assets Guarantees granted S tand by letters of credit Irrevocable commitments C redit risk associated to the credit derivatives reference entities (in thousands of euro) 31.1 2.201 0 4 870 938 2 954 442 221 546 9 386 625 49 71 7 892 2 252 043 329 048 81 3 788 8 689 358 3 026 364 4 651 987 489 899 5 427 710 3 760 285 259 002 8 746 855 50 829 1 23 2 458 800 447 304 660 872 8 1 98 285 3 239 1 92 5 349 361 404 756 87 403 930 89 781 545 170 Interim Report BANCO ESPÍRITO SANTO The analysis of the risk exposure by sector of activity, as at 30 June 2011 and 31 December 2010, can be analysed as follows: (in thousands of euro) 30.06.201 1 Other Derivatives Available-for-sale financial financial Financial assets for risk assets at fair assets held value through management for trading profit and purposes Gross Impairment loss amount Loans and advances to customers Gross amount Impairment ( ( ( ( Held-to-maturity investments Gross amount Guarantees granted Impairment Agriculture Mining Food, beverage and tobacco Textiles Shoes Wood and cork Printing and publishing R efining and oil Chemicals and rubber Non-metallic minerals Metallic products Production of machinery, equipment and electric device Production of transport material Other transforming industries E lectricity, gas and water Construction Wholesale and retail Tourism Transports and communications Financial activities R eal estate activities Services provided to companies Public services Non-profit organisations Mortgage loans Consumer loans Other 495 625 405 1 58 937 071 335 469 81 1 82 1 60 506 353 947 22 479 61 0 975 356 1 51 885 277 284 1 78 548 1 08 378 200 1 485 31 7 4 630 624 3 489 31 3 1 661 1 81 1 797 426 1 802 042 5 921 1 68 4 892 388 1 089 41 1 4 462 835 1 1 646 254 2 645 908 322 331 27 291 ) 1 0 1 02) 23 228) 31 960) ( 3 892) ( 22 858) ( 6 433) ( 1 25) ( 1 4 738) ( 1 7 871 ) ( 38 937) ( 1 2 237) ( 1 2 055) ( 24 698) ( 1 2 936) ( 231 591 ) ( 222 336) ( 54 474) ( 92 372) ( 1 74 71 8) ( 261 91 7) ( 1 76 262) ( 1 7 879) ( 1 76 086) ( 1 64 965) ( 1 47 71 6) ( 2 955) 5 657 3 61 3 8 908 4 436 382 603 47 469 3 877 1 1 462 474 2 040 1 545 455 424 58 423 1 62 771 22 1 1 5 1 6 058 234 91 0 1 067 353 47 627 1 56 200 964 444 1 82 674 3 440 53 480 902 990 20 998 85 966 - 5 01 8 324 030 - 25 21 5 2 644 30 606 20 1 70 1 679 1 46 836 4 439 40 925 30 862 500 46 451 1 788 5 371 244 399 1 53 884 372 782 3 245 305 233 1 445 01 9 201 759 2 1 01 230 5 1 03 271 782 801 1 1 61 2 ( 3 087) ( 52) ( 2 238) ( 499) ( 2 232) ( 5 808) ( 1 08) ( 2 21 3) ( 1 729) ( 1 687) ( 3 386) ( 379) ( 1 1 1 72) ( 64 650) ( 4) ( 25 688) ( 1) ( 30 283) ( 2 624) 9 602 1 5 566 1 7 580 7 279 21 5 434 949 201 830 899 232 570 5 894 ( 1 8 694) ( 1 3 288) - 46 550 22 504 1 36 658 1 7 786 2 096 7 983 85 600 6 383 90 405 43 327 1 1 2 337 1 62 430 83 761 61 024 596 335 2 320 1 02 493 564 1 01 631 1 082 61 9 293 1 32 420 936 1 698 01 8 248 036 456 781 39 97 274 2 047 TOTAL 51 700 524 (1 982 632) 3 007 360 1 063 434 329 048 1 1 082 721 ( 1 57 840) 2 284 025 ( 31 982) 8 689 358 (in thousands of euro) 31 .1 2.201 0 Loans and advances to customers Gross amount Agriculture 560 703 Mining 507 759 Food, beverage and tobacco 897 598 Textiles 367 563 Shoes 1 35 256 Wood and cork 1 78 826 Printing and publishing 333 563 R efining and oil 1 7 670 Chemicals and rubber 524 851 Non-metallic minerals 439 876 Metallic products 650 669 442 265 Production of machinery, equipment and electric devices Production of transport material 1 07 391 Other transforming industries 467 774 E lectricity, gas and water 1 620 543 Construction 5 1 96 272 Wholesale and retail 3 633 806 Tourism 1 550 582 Transports and communications 2 565 859 Financial activities 2 1 91 977 R eal estate activities 6 1 07 235 Services provided to companies 4 651 301 Public services 1 1 23 298 Non-profit organisations 3 459 987 Mortgage loans 1 1 701 009 Consumer loans 2 822 1 49 Other 350 329 TOTAL 52 606 1 1 1 Impairment Other Derivatives Available-for-sale financial financial Financial assets for risk assets at fair assets held value through management for trading profit and purposes Gross Impairment loss amount ( 25 844) ( 7 243) ( 1 9 706) ( 63 1 74) ( 4 725) ( 24 093) ( 6 1 21 ) ( 1 1 2) ( 1 5 602) ( 1 5 368) ( 28 708) ( 1 4 094) ( 1 0 255) ( 24 251 ) ( 1 6 604) ( 221 660) ( 1 89 568) ( 41 937) ( 80 334) ( 1 06 862) ( 1 87 461 ) ( 1 28 042) ( 1 7 297) ( 1 31 1 93) ( 220 277) ( 1 72 209) ( 4 248) 7 111 4 833 1 4 893 1 925 629 823 38 828 692 1 3 633 800 1 529 3 463 4 1 54 780 64 660 1 66 241 1 6 482 1 1 31 0 232 331 1 381 629 27 289 1 70 246 1 552 392 221 000 4 388 4 675 56 1 40 1 233 259 5 1 30 252 - 51 0 441 820 4 974 - (1 776 988) 3 942 061 1 424 331 447 304 Held-to-maturity investments Gross amount Guarantees granted Impairment 20 31 4 3 222 24 501 23 451 1 434 5 389 1 45 083 4 523 29 009 3 905 3 836 34 273 2 407 36 61 8 300 1 95 423 484 1 88 71 2 4 357 366 1 62 334 31 3 227 738 863 227 71 8 784 1 52 872 1 6 304 ( 3 087) ( 52) ( 2 238) ( 499) ( 1 500) ( 1 0 630) ( 596) ( 31 ) ( 1 5 508) ( 6 625) ( 1 331 ) ( 376) ( 8 91 8) ( 53 768) ( 1 724) ( 38 968) ( 1) ( 1 3 374) ( 6) 4 308 1 3 1 63 1 4 41 2 1 7 531 7 099 21 4 665 1 081 31 7 827 260 307 884 21 255 ( 32 853) ( 1 7 241 ) - 42 1 91 22 068 99 1 1 8 21 323 2 269 4 203 87 321 55 457 83 872 64 396 1 1 4 290 1 73 632 81 655 52 1 71 645 853 2 21 5 1 95 521 1 39 73 870 981 406 1 28 764 440 446 1 632 840 250 71 7 293 488 39 1 08 298 2 264 1 1 934 1 1 3 ( 1 59 232) 2 508 894 ( 50 094) 8 1 98 285 3 1 3 1 171 Interim Report BANCO ESPÍRITO SANTO As at 30 June 2011 and 31 December 2010, the analysis of the loan portfolio by rating is as follows: ( in million of euro) 30.06.201 1 R atin g/S c orin g mod els In tern al sc ale [aaa;a-] Large companies Medium enterprises S mall enterprises 69 C redit amoun t (% ) (% ) 0.13% 549 1.04% [bbb+;-bbb-] 2 696 5.21 % 3 019 5.74% [bb+;bb-] 5 241 1 0.14% 5 766 1 0.97% [b+;b-] 8 668 1 6.77% 9 077 1 7.26% ccc+ 1 560 3.02% 1 472 2.80% 8-9 555 1.07% 361 0.69% 1 0-11 689 1.33% 491 0.93% 1 2-13 784 1.52% 745 1.42% 1 4-15 656 1.27% 710 1.35% 1 6-17 71 2 1.38% 944 1.79% 1 8-19 550 1.06% 527 1.00% 20-21 539 1.04% 706 1.34% 22-23 442 0.85% 378 0.72% 24-25 771 1.49% 1 036 1.97% A 95 0.18% 91 0.1 7% B 446 0.86% 446 0.85% C 905 1.75% 1 021 1.94% D 472 0.91 % 578 1.1 0% E 271 0.52% 326 0.62% F Mortgage loans Credit amount 31 .1 2.201 0 465 0.90% 475 0.89% 01 4 979 9.63% 1 250 2.38% 02 - - 3 1 26 5.95% 03 1 636 3.16% 2 324 4.42% 04 972 1.88% 1 253 2.38% 05 734 1.42% 691 1.31% 06 558 1.08% 553 1.05% 07 1 905 3.68% 1 318 2.51% 08 - - 1 32 0.24% 01 96 0.19% 1 28 0.24% 02 11 0 0.21 % 90 0.1 7% 03 199 0.38% 1 81 0.34% 04 361 0.70% 341 0.65% 05 226 0.44% 275 0.52% 06 225 0.44% 211 0.40% 07 177 0.34% 207 0.39% 08 129 0.25% 1 35 0.26% 09 202 0.39% 231 0.44% 10 4 0.01 % 5 0.01% N o internal rating/s coring loans 1 2 602 24.40% 1 1 437 21.75% T OTA L 51 701 100.00% 52 606 100.00% P rivate individuals Market risk 172 Interim Report BANCO ESPÍRITO SANTO Market risk is the possible loss resulting from an adverse change in the value of a financial instrument due to fluctuations in interest rates, foreign exchange rates or share prices. The market risk management is integrated with the balance sheet management through the Asset and Liability Committee (ALCO). This committee is responsible for defining policies for the structuring and composition of the balance sheet, and for the control of exposures to interest rate, foreign exchange and liquidity risk. The main measure of market risk is the assessment of potential losses under adverse market conditions, for which the Value at Risk (VaR) valuation criteria is used. BES's VaR model uses the Monte Carlo simulation, based on a confidence level of 99% and an investment period of 10 days. Volatilities and correlations are historical, based on an observation period of one year. As a complement to VaR stress testing has been developed, allowing to evaluate the impact of potential losses higher than the ones considered by VaR. ( in thousands of euro) 30.06.2011 E xchange Risk Interest rate risk S hares and c ommodities D iversification effect T otal 31.1 2.201 0 1 0 310 1 0 019 1 8 972 ( 17 122) 1 4 1 75 1 6 246 1 9 069 ( 27 077) 22 1 79 22 41 3 BES Group has a VaR of euro 22 179 thousand (31 December 2010: euro 22 413 thousand), for its trading positions. The model used to monitor the sensivity of BES Group banking book to interest rate risk is based on the duration model and considers a scenario of a 200 basis points parallel shift in the interest rate curve for all maturities. The measures of interest rate risk mainly quantify the impact on equity and on the financial result arising from changes in interest rates. The interest rate risk, considering the effect on the Group’s equity, amounted to euro 474 million, as at 30 June 2011, which compares to euro 596 million as at the year ended 2010. The following table presents the average balances, interests and interest rates in relation to the Group’s major assets and liabilities categories, for the six month period ended 30 June 2011 and year ended 31 December 2010: 173 Interim Report BANCO ESPÍRITO SANTO (in thousands of euro) 30.06.201 1 Averag e balance for the period 31 .1 2.201 0 Intere st for the peri od Averag e interest rate Average balance for the year Average interest rate Interest for the year Monetary assets Loans and advance s to customers Securities Differential applications 5 604 51 656 1 3 1 84 37 446 51 1 445 51 6 96 3 84 1 228 8 54 342 5 20 - 3.47 % 4.80% 5.24% - 6 495 350 52 042 341 1 3 28 2 1 99 343 086 21 5 3 70 2 037 7 94 669 2 26 - 3.32% 3.92% 5.04% - Financial Asse ts 70 482 91 8 1 667 7 58 4.77% 72 1 62 976 2 922 3 90 4.05% Monetary liabilitie s Due to consumers Other Differential resources 1 6 234 260 31 432 872 22 81 5 786 - 200 8 24 459 7 74 464 3 47 - 3.1 6% 2.95 % 4.1 0% - 1 3 52 2 742 27 1 45 694 31 494 540 - 1 93 7 22 507 8 25 1 056 8 85 - 1 .43% 1 .87% 3.36% - Financial Liabilities 70 482 91 8 1 1 24 9 45 3 .22% 72 1 62 976 1 758 432 2.44% 542 8 1 3 1 .55% 1 1 63 9 58 1 .61 % Ne t interest income Concerning the foreign exchange risk, the distribution of the assets and liabilities by currency as at 30 June 2011 and 31 December 2010, is analysed as it follows: (in thousands of euro) 30.06.201 1 S pot 31 .12.2010 O ther elements Forward Net ex pos ure Spo t O th er elements F orward N et exp osure U SD United States Dollar ( 1 970 1 39) 2 346 012 4 565 380 438 ( 3 426 729) 3 855 544 ( 1 98 660) GBP Great Britain Pound 393 036 ( 310 597) ( 5 378) 77 061 243 793 ( 180 981 ) 1 4 272 77 084 B RL Brazilian real 228 858 ( 6 761) 31 255 253 352 1 1 43 453 ( 3 731 ) ( 2 375) 1 1 37 347 D KK Danis h Krone J PY J apanese yene 49 728 ( 294) - 49 434 ( 21 0 002) 250 265 ( 42 880) ( 2 61 7) 52 071 ( 330 71 8) 230 155 ( 3 873) - 48 198 373 190 ( 1 11 436) ( 68 964) C HF S wiss franc 8 768 ( 8 71 0) ( 7 001 ) ( 6 943) 88 969 ( 84 849) 5 838 9 958 S E K S wedish krona 5 036 ( 5 400) 3 629 3 265 15 232 ( 1 7 061 ) - ( 1 829) N OK Norwegian krone C AD Canadian D ollar Z AR Rand AUD Australian Dollar AOA Kwanza C ZK Czech koruna O ther 3 278 ( 1 968) - 1 310 1 910 ( 2 995) 7 689 6 604 1 5 807 ( 14 71 7) 3 020 4 1 10 31 403 ( 20 886) 2 880 13 397 ( 42 536) 2 000 ( 4 373) ( 3 782) ( 6 155) 2 897 ( 6 844) ( 38 589) 160 180 ( 1 51 578) ( 6 275) 2 327 1 65 596 ( 158 495) 1 0 848 17 949 ( 529 982) - - ( 529 982) ( 414 047) - - ( 41 4 047) ( 12) 656 ( 20 71 2) 20 842 - 130 ( 60 397) 7 ( 16 621) 661 83 592 6 574 ( 19 480) ( 39 1 94) 451 980 393 306 ( 1 903 822) 2 075 919 60 733 232 830 ( 2 466 362) 3 730 667 142 447 1 406 752 N ote: asset / ( liability) Liquidity risk Liquidity risk derives from the potential inability to fund assets while satisfying commitments on due dates and from potential difficulties in liquidating positions in portfolio without incurring in excessive losses. The purpose of liquidity management is to maintain adequate liquidity levels to meet short, medium and long term funding needs. Further information regarding Group strategy is included in the management report. The Group prepares specific reports that allow the identification of negative mismatch and permits their dynamic coverage. 174 Interim Report BANCO ESPÍRITO SANTO Additionally, it is also performed an on-going monitoring of the liquidity position, calculated in accordance with the Bank of Portugal rules (Instrution nr.13/2009): 30.06.201 1 Accumulated mismatch Net assets buffer (2) ( 1) L iqu idity pos itio n ( 5 262) 6 825 ( 5 463) 5 502 1 563 39 345 1 491 1 908 1 530 Other assets acceptable as collateral Global liquidity (in million of euro) 31.12.201 0 (1 ) Accumulate d mismatch corresponds to the diference betwe en asse ts and liabilitie s with maturity date less than one year. ( 2) The net asse ts buffer refle cts the asse ts with maturity over one year that c an be give n as collate ral to obtain liquidity, namelly asse ts that can be given as collate ral on loan ope rations with C entral Banks (less haircuts), excluding those assets which are being used as collate ral for loan operations with maturity of over one year. As at 30 June 2011, the treasury Gap was positive in the amount of euro 1 908 million (31 December 2010: euro 1 530 million). Operational risk Operational risk represents the risk of losses resulting from failures in internal procedures, people behaviors, information systems and external events. To manage operational risk, it was developed and implemented a system that standardizes, systematizes and regulates the frequency of actions with the objective of identification, monitoring, controlling and mitigation of risk. The system is supported at organizational level by a unit within the Global Risk Department, exclusively dedicated to this task, and by representatives designated by each of the relevant departments and subsidiaries. Capital management and solvability ratio The main goals from capital management are (i) to allow the adequate growth of activities through the generation of enough capital to support the increase of assets, (ii) fulfillment of the minimum requirements defined by the supervision authorities in terms of capital adequacy and (iii) to ensure the fulfillment of the Groups strategic goals in respect to capital adequacy matters. The definition of the strategy in terms of capital adequacy is made by the Executive Committee and is integrated in the global goals of the Group. The Group is subject to Bank of Portugal supervision that, under the capital adequacy Directive from the CE, establishes the prudential rules to be attended by the institutions under its supervision. These rules determine a minimum solvability ratio in relation to the requirements of the assumed risks that institutions have to fulfill. 175 Interim Report BANCO ESPÍRITO SANTO In the scope of the implementation of the new capital accord Basel II, and using the permission granted by the new prudential regime established by Decree-Law 103/2007 and Decree-Law 104/2007, the Group was authorized to use, starting 31 March 2009, the approach based in the use of internal models for credit risks (Foundation Internal Rating Based Approach – IRBF) for credit risk and the Standardized Approach – TSA) for operational risk. The capital elements of BES Group are divided into: Basic Own Funds, Complementary Own Funds and Deductions, as follows: • Basic Own Funds (BOF): This category includes the realized capital, the eligible reserves (excluding the fair value reserves), the retained earnings of the period, non-controlling interest and preference shares. The unrealised losses recognised under the fair value reserve and associated with equity securities, book value of goodwill, intangible assets and negative actuarial deviations from employees’ benefits up to 31 December 2007 are deducted in full. From 2007, 50% of the book value of investments in banking and insurance associates over 10% also has to be deducted. Since 2009, following the application of the IRBF method for credit risk, it is also adjusted 50% of the expected losses of risk positions less any existing provisions. • Complementary Own Funds (COF): Essentially incorporates the subordinated eligible debt and 45% of the positive fair value reserve associated with equity securities. The book value of investments in banking and insurance associates is deducted in 50% of its value and since 2009, is also deducted 50% of the expected losses of the risk positions less any existing provisions, following the application of the IRBF method for credit risk. • Deductions (D): Essentially incorporates the prudential amortization of assets received as a recovery of non-performing loans. Additionally there are several rules that limit the composition of the capital basis. The prudential rules determine that the COF cannot exceed the BOF. Also, some components of the COF (Lower Tier II) cannot exceed 50% of the BOF. In December 2008, the Bank of Portugal issued the Notice 11/2008, establishing a transitory period of four years, from December 2009 to December 2012, for the recognition of the actuarial gains/losses determined in 2008, deducted from the expected return of the fund plan assets for the same year. As a consequence, the annual amount to be incorporated is euro 137 million. 176 Interim Report BANCO ESPÍRITO SANTO As at 30 June 2011 and 31 December 2010, the main movements occurred in BOF are as follows: (in million of euro) For th e six mon th period end ed 30.06.201 1 For the year en ded 31 .12.2010 B alance at the beggining of the period Hybrid instuments R etain profit for the year N on-controlling interest, excluding hybrids C hanges on actuarial Losses R ecognition of the impact of adopting IFR S D eduction in connection with investments held in banking and insurance entities F air value reserves with an impact in BOF Other effects 6 040 1 32 ( 145) 42 ( 25) ( 6) 203 ( 157) 43 5 405 320 330 207 ( 196) ( 1 2) 1 31 ( 1 3) ( 132) B alance at the end of the period 6 1 27 6 040 The capital adequacy of BES Group as at 30 June 2011 and 31 December 2010 is presented as follows: ( in million of euro) 30.06.201 1 31.1 2.201 0 A - Capital Requirements S hare Capital, Issue P remium and T reasury stock E legible res erves and retained earnings (excluding fair value reserves) 4 584 1 474 Minority Interest 533 4 585 1 31 0 491 Intangible assets Changes on actuarial Losses ( 135) ( 384) ( 140) ( 359) Goodwill ( 472) ( 479) Fair value reserves with an impact on B OF ( 187) ( 30) 32 5 445 38 5 41 6 456 600 31 9 ( 93) 320 ( 296) 6 1 27 6 040 27 1 551 84 1 925 Recognition of the impact of adopting IFRS B as ic own fu nds exc luding preference shares (Core Tier I) ( A1 ) P reference shares Hybrid instuments, elegible for Tier I Deductions in connection with investments held in banking and insurance entities B as ic own fu nds (T ier I) ( A2 ) P ositive fair value reserves (45% ) E ligible subordinated debt Deductions in connection with investments held in banking and insurance entities C omplementary own fund s (Tier II) D educ tions E ligib le own fund s ( A3 ) ( 1 4) ( 207) 1 564 ( 47) 1 802 ( 44) 7 644 7 798 B - Risk Weighted Ass ets Calculated according Notice 5/2007 ( Credit Risk) 59 367 60 61 0 Calculated according Notice 8/2007 ( Market Ris k) 2 976 4 21 9 Calculated according Notice 9/2007 ( Operational Risk) 3 973 3 973 66 31 6 68 802 Ris k Weighted As sets Total (B ) C - Prud ential Ratio s Core T ier 1 ( A1 / B ) 8.2% 7.9% Tier 1 S olv en cy R atio ( A2 / B ) ( A3 / B ) 9.2% 1 1 .5% 8.8% 1 1 .3% 177 Interim Report BANCO ESPÍRITO SANTO NOTE 46 – SUBSEQUENT EVENTS • As at 9 June, BES Shareholders’ General Meeting took place, where was delibered on the partial amendment of the articles of association. This amendment approves the suppression of shareholders’ pre-emption rights, in case the Board of Directors resolves on a capital increase, with the objective of converting credits arising from the guarantee provided by the Portuguese State to the issuance of non subordinated bonds till the limit of euro 1 250 000 000 and three year maturity, if that guarantee were to be executed. 178 Interim Report BANCO ESPÍRITO SANTO LIMITED REVIEW REPORT ON INTERIM CONSOLIDATED FINANCIAL INFORMATION ISSUED BY THE CMVM REGISTERED AUDITOR Introduction 1. In accordance with the Stock Exchange Code (‘Código dos Valores Mobiliários’ or ‘CVM’), the Portuguese Stock Exchange Code, we present our Limited Review Report on the interim consolidated financial information for the six-months period ended 30 June 2011 of Banco Espírito Santo, S.A., (‘the Bank’) which includes: the Report of the Board of Directors, the consolidated balance sheet (with a total assets of 81,162,043 thousands of euro and total equity attributable to the equity holders of the Bank of 6,987,455 thousands of euro, including a net profit attributable to the equity holders of the Bank of 156,010 thousands of euro), the consolidated statements of income, of comprehensive income, of cash flows and of changes in equity for the six-months period then ended and the corresponding Notes to the accounts. 2. The amounts included in the interim financial statements and in the additional financial information were derived from the accounting records. Responsibilities 3. The Board of Directors is responsible for: a) the preparation of the consolidated financial statements that present fairly, in all material respects, the consolidated financial position of the Bank and its subsidiaries, the consolidated results of its operations, its consolidated comprehensive income and its consolidated cash flows; b) maintaining historical financial information, prepared in accordance with IAS 34 - Interim Financial Reporting which is complete, true, current, clear, objective and lawful as required by the CVM; c) the adoption of adequate accounting policies and criteria; d) maintaining an appropriate system of internal control; and e) the communication of any relevant fact that may have influenced their activity, financial position or results. 4. Our responsibility is to verify the consolidated financial information included in the above referred documents, namely as to whether it is complete, true, current, clear, objective and lawful as required by the CVM, in order to issue a professional and independent report based on our review. 179 Interim Report BANCO ESPÍRITO SANTO Scope 5. The work that we have performed was conducted with the objective of obtaining a moderate level of assurance that the financial information mentioned above is free of material misstatements. Our work was performed based on the technical standards and review/audit guidelines issued by the ‘Ordem dos Revisores Oficiais de Contas’ (the Portuguese Institute of Chartered Accountants), and planned in accordance with that objective and included the following procedures: a) mainly, inquiries and analytical procedures performed to review: • the reliability of the assertions included in the interim consolidated financial information; • the adequacy of the accounting policies adopted, considering the circumstances and the consistency of their application; • the application of the going concern principle; • the presentation of the interim consolidated financial information; • if the interim consolidated financial information is complete, true, current, clear, objective and lawful; and b) substantive tests on material non current transactions. 6. Our review also included the verification that the interim consolidated financial information contained in interim the Report of the Board of Directors is consistent with the remaining documents mentioned above. 7. We believe that our work provides a reasonable basis to issue our report on the interim consolidated financial information. Conclusion 8. Based on our review, which was performed with the objective of obtaining moderate assurance, nothing has come to our attention that causes us to believe that the interim consolidated financial information for the six-months period ended 30 June 2011, is not free of material misstatements that affects its compliance with the IAS 34 - Interim Financial Reporting and that is not complete, true, current, clear, objective and lawful. Lisbon, 12 August 2011 KPMG & Associados Sociedade de Revisores Oficiais de Contas, S.A. (nº 189) Represented by Sílvia Cristina de Sá Velho Corrêa da Silva Gomes(ROC N.º 1131) 180 Interim Report