Condensed interim consolidated financial statements
Transcription
Condensed interim consolidated financial statements
CaixaBank, SA (formerly Criteria CaixaCorp, SA) and companies composing the CaixaBank Group Condensed interim consolidated financial statements and management report for the six months ended June 30, 2011. Translation of condensed consolidated midyear financial statements originally issued in Spanish and prepared in accordance with IFRSs as adopted by the European Union (see Notes 1 to 20). In the event of a discrepancy, the Spanish-language version prevails. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF THE CAIXABANK GROUP FOR THE SIX MONTHS ENDED JUNE 30, 2011 Condensed interim consolidated balance sheet at June 30, 2011 and December 31, 2010 Condensed interim consolidated income statement for the six months ended June 30, 2011 and 2010 Condensed interim consolidated statement of other comprehensive income for the six months ended June 30, 2011 and 2010 Condensed interim consolidated statement of total changes in equity for the six months ended June 30, 2011 and 2010 Condensed interim consolidated statement of cash flows for the six months ended June 30, 2011 and 2010 Notes to the condensed interim consolidated financial statements of the CaixaBank Group for the six months ended June 30, 2011 -1- Condensed interim consolidated financial statements of the CaixaBank Group CONDENSED CONSOLIDATED BALANCE SHEET at June 30, 2011 and December 31, 2010 (Notes 1 to 20), in thousands of euros CAIXABANK, SA AND COMPANIES COMPOSING THE CAIXABANK GROUP Assets 30/06/2011 31/12/2010 (*) Cash and balances with central banks Held-for-trading portfolio (Note 7) Other financial assets at fair value through profit or loss (Note 7) Available-for-sale financial assets (Notes 7 and 9) Loans and receivables (Note 7) Held-to-maturity investments (Note 7) Adjustments to financial assets - macro-hedges Hedging derivatives Non-current assets held for sale (Note 8) Investments (Note 9) Associates Jointly controlled entities Insurance agreements related to pensions Reinsurance assets Property and equipment (Note 10) Property and equipment Investment property Intangible assets (Note 11) Goodwill Other intangible assets Tax assets Current Deferred Other assets (Note 12) 3,838,175 2,880,857 211,555 35,461,032 196,511,777 7,416,690 52,374 9,003,998 773,723 8,977,931 7,897,968 1,079,963 10,691 8,272 3,314,758 3,091,290 223,468 1,123,559 732,984 390,575 2,689,686 471,046 2,218,640 1,112,206 310 0 201,473 26,540,082 8,627,196 0 0 0 1,379 12,252,914 7,448,310 4,804,604 0 22,672 752,870 441,898 310,972 1,706,306 827,683 878,623 551,121 21,023 530,098 329,279 Total assets 273,387,284 50,985,602 Promemoria Contingent liabilities (Note 19) Contingent commitments (Note 19) 9,518,962 6,000 53,270,031 266,747 (*) See Note 1, “Comparison of information.” The accompanying notes 1 to 20 are an integral part of the condensed interim consolidated balance sheet at June 30, 2011. -2- CONDENSED CONSOLIDATED BALANCE SHEET at June 30, 2011 and December 31, 2010 (Notes 1 to 20), in thousands of euros CAIXABANK, SA AND COMPANIES COMPOSING THE CAIXABANK GROUP Liabilities and Equities 30/06/2011 31/12/2010 (*) Liabilities Held-for-trading portfolio (Note 13) Other financial liabilities at fair value through profit or loss (Note 13) Financial liabilities at amortized cost (Note 13) Adjustments to financial liabilities - macro-hedges Hedging derivatives Liabilities associated with non-current assets held for sale Liabilities under insurance contracts Provisions (Note 14) Tax liabilities Current Deferred Other liabilities Capital having the nature of a financial liability 3,016,262 226,727 213,986,494 1,018,521 7,261,846 0 20,165,541 2,798,812 2,172,122 199,141 1,972,981 1,134,248 0 1,635 210,464 15,626,652 0 9,366 0 19,142,179 54,001 1,124,220 104,551 1,019,669 114,072 0 Total liabilities 251,780,573 36,282,589 Equity (Note 15) OWN FUNDS Share capital Share premium Reserves Other equity instruments Less: Treasury shares Profit attributable to the Group Less: Dividends and remuneration (Note 3) VALUATION ADJUSTMENTS Available-for-sale financial assets (Note 1) Cash flow hedges Hedges of net investment in foreign operations Exchange differences Non-current assets held for sale Entities accounted for using the equity method Other valuation adjustments TOTAL EQUITY ATTRIBUTABLE TO THE PARENT NON-CONTROLLING INTERESTS Valuation adjustments Other Total Equity Total Equity and Liabilities 21,092,273 3,737,294 9,381,085 5,917,896 1,500,000 (277,476) 833,474 0 13,024,555 3,362,890 7,711,244 841,821 0 (43,471) 1,822,932 (670,861) 495,968 1,147,194 (726) 0 (96,287) 0 (554,213) 0 1,503,142 1,657,966 (6,556) 0 41,324 0 (189,592) 0 21,588,241 18,470 575 17,895 14,527,697 175,316 (4,489) 179,805 21,606,711 14,703,013 273,387,284 50,985,602 (*) See Note 1, “Comparison of information.” The accompanying notes 1 to 20 are an integral part of the condensed interim consolidated balance sheet at June 30, 2011. -3- CONDENSED CONSOLIDATED INCOME STATEMENT for the six months ended June 30, 2011 and 2010 (Notes 1 to 20), in thousands of euros CAIXABANK, SA AND COMPANIES COMPOSING THE CAIXABANK GROUP Interest and similar income Interest expense and similar charges Remuneration of capital having the nature of a financial liability NET INTEREST INCOME Return on equity instruments Share of profit (loss) of entities accounted for using the equity method Fee and commission income Fee and commission expense Trading income (net) Exchange differences (net) Other operating income Other operating expenses GROSS INCOME Administrative expenses Personnel expenses Other general administrative expenses Depreciation and amortization Provisions (net) Impairment losses on financial assets (net) 30/06/2011 30/06/2010 (*) 3,691,671 (2,148,806) 0 499,648 (479,208) 0 1,542,865 20,440 369,541 315,593 828,002 (55,967) 71,343 5,398 1,496,880 (1,156,677) 363,246 542,088 137,147 (137,056) 866 5,069 540,242 (317,223) 3,416,978 (1,587,297) (1,188,603) (398,694) (184,266) (26,616) (1,366,511) 1,154,819 (106,984) (50,178) (56,806) (76,854) (2,461) (6,257) PROFIT FROM OPERATIONS 252,288 962,263 Impairment losses on other assets (net) Gains/(losses) on disposal of assets not classified as non-current assets held for sale (Note 9) Negative goodwill in business combinations (14,799) 633,468 0 4,500 190,525 0 (542) 115,063 Gains/(losses) on non-current assets held for sale not classified as discontinued operations PROFIT BEFORE TAX 870,415 Income tax (37,307) PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS 833,108 1,225,328 0 0 CONSOLIDATED PROFIT FOR THE PERIOD 833,108 1,225,328 Profit attributable to the Parent Profit attributable to non-controlling interests Earnings per share from continuing and discontinued operations Basic earnings per share (euros) (Note 3) Diluted earnings per share (euros) (Note 3) 833,474 (366) 1,211,921 13,407 0.22 0.22 0.36 0.36 Profit from discontinued operations (net) 1,272,351 (47,023) (*) See Note 1, “Comparison of information. The accompanying notes 1 to 20 are an integral part of the condensed interim consolidated income statement for the six months ended June 30, 2011. -4- CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME for the six months ended June 30, 2011 and 2010 (Notes 1 to 20), in thousands of euros CAIXABANK, SA AND COMPANIES COMPOSING THE CAIXABANK GROUP Consolidated profit for the period Other comprehensive income(**) Available-for-sale financial assets Revaluation gains (losses) Amounts transferred to income statement Other reclassifications Cash flow hedges Revaluation gains (losses) Amounts transferred to income statement Amount transferred to the initial carrying amount of hedged items Other reclassifications Hedges of net investment in foreign operations Revaluation gains (losses) Amounts transferred to income statement Other reclassifications Exchange differences Revaluation gains (losses) Amounts transferred to income statement Other reclassifications Non-current assets held for sale Revaluation gains (losses) Amounts transferred to income statement Other reclassifications Actuarial gains (losses) on pension plans Entities accounted for using the equity method Revaluation gains (losses) Amounts transferred to income statement Other reclassifications Other comprehensive income Income tax Total comprehensive income Attributable to the Parent Attributable to non-controlling interests 30/06/2011 30/06/2010 (*) 833,108 (425,415) (207,552) (195,928) (11,624) 0 2,083 (3,615) 5,698 0 0 0 0 0 0 (137,542) (137,542) 0 0 0 0 0 0 0 (341,496) (341,496) 0 0 0 259,092 1,225,328 (469,901) (1,284,047) (1,198,246) (85,801) 0 (15,405) (26,130) 10,725 0 0 0 0 0 0 471,249 474,960 (3,711) 0 0 0 0 0 0 (20,352) 33,648 (54,000) 0 0 378,654 407,693 755,427 409,255 (1,562) 744,211 11,216 (*) See Note 1, “Comparison of information. (**) "Other comprehensive income" at June 30, 2011 is calculated using the CaixaBank Group's balance sheet at January 1, 2011 (see 'Comparison of information', point b. of Note 1). The accompanying notes 1 to 20 are an integral part of the condensed interim consolidated statement of other comprehensive income for the six months ended June 30, 2011. -5- CONDENSED CONSOLIDATED STATEMENT OF TOTAL CHANGES IN EQUITY for the six months ended June 30, 2011 and 2010 (Notes 1 to 20), in thousands of euros CAIXABANK, SA AND COMPANIES COMPOSING THE CAIXABANK GROUP Equity attributable to the Parent Own funds Share capital Share premium Opening balance at 01/01/11 (*) Adjustments due to changes in accounting policy Adjustments made to correct errors Adjusted opening balance Total comprehensive income Other changes in equity Capital increases Capital reductions Conversion of financial liabilities into capital Increase of other equity instruments Reclassification of financial liabilities to other equity instruments Reclassification of other equity instruments to financial liabilities Dividends Transactions with own equity instruments (net) Transfers between equity items Increases/ (decreases) due to business combinations Payments with equity instruments Other increases/ (decreases) in equity (*) Final balance at 30/06/11 Reserves reserves (losses) Other equity instruments Less: Treasury shares Profit for the year attributable to the Parent Less: Dividends and remuneration 3,737,294 9,381,085 5,850,191 0 (43,466) 0 0 3,737,294 0 0 9,381,085 0 0 5,850,191 0 67,705 0 0 1,500,000 (43,466) 0 (234,010) 0 833,474 0 0 0 0 1,500,000 (35,230) 102,935 3,737,294 9,381,085 5,917,896 (234,010) 1,500,000 (277,476) 833,474 0 Total equity 18,925,104 0 0 18,925,104 833,474 1,333,695 0 0 0 1,500,000 0 0 (35,230) 0 0 0 0 (131,075) 21,092,273 Valuation adjustments 920,187 920,187 (424,219) 0 495,968 Total Non-controlling interests 36,548 Total equity 19,845,291 0 0 19,845,291 409,255 1,333,695 0 0 0 1,500,000 0 0 (35,230) 0 0 0 0 (131,075) (16,104) 19,881,839 0 0 19,881,839 407,693 1,317,179 0 0 0 1,500,000 0 0 (35,642) 0 0 0 0 (147,179) 21,588,241 18,470 21,606,711 36,548 (1,562) (16,516) (412) (*) Véase Nota 1, apartado 'Comparación de la información'. The accompanying notes 1 to 20 are an integral part of the condensed interim consolidated statement of changes in equity for the six months ended June 30, 2011. -6- CONDENSED CONSOLIDATED STATEMENT OF TOTAL CHANGES IN EQUITY for the six months ended June 30, 2011 and 2010 (Notes 1 to 20), in thousands of euros CAIXABANK, SA AND COMPANIES COMPOSING THE CAIXABANK GROUP Equity attributable to the Parent Own funds Reserves Share capital Share premium Opening balance at 01/01/10 Adjustments due to changes in accounting policy Adjustments made to correct errors Adjusted opening balance Total comprehensive income Other changes in equity Capital increases Capital reductions Conversion of financial liabilities into capital Increase of other equity instruments Reclassification of financial liabilities to other equity instruments Reclassification of other equity instruments to financial liabilities Dividends Transactions with own equity instruments (net) Transfers between equity items Increases/ (decreases) due to business combinations Payments with equity instruments Other increases/ (decreases) in equity Final balance at 30/06/10 Reserves reserves (losses) Other equity instruments Less: Treasury shares Profit for the year attributable to the Parent Less: Dividends and remuneration 3,362,890 7,711,244 262,092 0 (39,880) 1,316,628 0 3,362,890 0 0 7,711,244 0 0 262,092 0 572,607 0 0 0 (39,880) 0 (13,244) 1,316,628 1,211,921 (1,316,628) 0 0 0 (201,773) (438,498) (13,244) 878,130 (878,130) (103,750) 3,362,890 7,711,244 834,699 0 (53,124) 1,211,921 0 Total equity 12,612,974 0 0 12,612,974 1,211,921 (757,265) 0 0 0 0 0 0 (640,271) (13,244) 0 0 0 (103,750) 13,067,630 Valuation adjustments 1,538,659 1,538,659 (467,710) 0 1,070,949 Total 14,151,633 0 0 14,151,633 744,211 (757,265) 0 0 0 0 0 0 (640,271) (13,244) 0 0 0 (103,750) 14,138,579 Non-controlling interests Total equity 169,031 14,320,664 0 0 14,320,664 755,427 (761,866) 0 0 0 0 0 0 (640,271) (13,244) 0 0 0 (108,351) 169,031 11,216 (4,601) (4,601) 175,646 14,314,225 The accompanying notes 1 to 20 are an integral part of the condensed interim consolidated statement of changes in equity for the six months ended June 30, 2011. -7- CONDENSED CONSOLIDATED CASH FLOW STATEMENT (INDIRECT METHOD) for the six months ended June 30, 2011 and 2010 (Notes 1 to 20), in thousands of euros CAIXABANK, SA AND COMPANIES COMPOSING THE CAIXABANK GROUP 30/06/2011 30/06/2010 (*) A) CASH FLOWS FROM OPERATING ACTIVITIES (2,481,667) 1,268,580 Consolidated profit for the period Adjustments to obtain cash flows from operating activities Depreciation and amortization Other adjustments Net increase in operating assets Other operating assets Other operating liabilities Income tax (paid)/received 833,108 2,365,211 184,266 2,180,945 (5,717,293) (1,712,947) (4,004,346) 37,307 1,225,328 (152,978) 76,854 (229,832) 275,195 368,039 (92,844) (78,965) B) CASH FLOWS USED IN INVESTING ACTIVITIES 660,774 (1,388,413) Payments Property and equipment Intangible assets Investments Subsidiaries and other business units Non-current assets and associated liabilities held for sale Held-to-maturity investments Other payments related to investing activities Proceeds Property and equipment Intangible assets Investments Subsidiaries and other business units Non-current assets and associated liabilities held for sale Held-to-maturity investments Other inflows related to investing activities 730,230 117,572 29,190 42,223 0 513,953 27,292 0 1,391,004 342,266 603,106 60,366 0 385,266 0 0 8,014,522 85,897 22 338,154 1,203,218 99,766 0 6,287,465 6,626,109 78,342 0 1,248,017 0 89,666 0 5,210,084 C) CASH FLOWS FROM FINANCING ACTIVITIES 3,218,580 103,337 Payments Dividend income Subordinated liabilities Buyback and cancellation of treasury shares Acquisition of treasury shares Other payments related to financing activities Proceeds Subordinated liabilities Issue of own equity instruments Disposal of own equity instruments Other inflows related to financing activities 4,059,420 469,043 0 0 218,311 3,372,066 7,278,000 0 1,500,000 0 5,778,000 531,932 438,498 0 0 5,876 87,558 635,269 0 0 0 635,269 D) EFFECT OF EXCHANGE RATE CHANGES (2,875) 0 E) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C+D) 1,394,812 (16,496) F) CASH AND CASH EQUIVALENTS AT JANUARY 1(**) 2,443,363 353,851 G) CASH AND CASH EQUIVALENTS AT JUNE 30 (E+F) 3,838,175 337,355 Cash Cash equivalents at central banks 1,162,120 2,676,055 337,355 0 TOTAL CASH AND CASH EQUIVALENTS AT JUNE 30 3,838,175 337,355 COMPONENTS OF CASH AND CASH EQUIVALENTS AT JUNE 30 (*) See Note 1, “Comparison of information. (**) Cash and cash equivalents following reorganization of the ”la Caixa” Group at January 1, 2011 (see note 1 'Reorganization of the ”la Caixa” Group). The accompanying notes 1 to 20 are an integral part of the condensed interim consolidated statement of cash flows for the six months ended June 30, 2011. -8- Notes to the condensed interim consolidated financial statements of the CaixaBank Group for the six months ended June 30, 2011 CONTENTS PAGE 1. Corporate information, basis of presentation and other information.......................................................... 9 2. Accounting policies and measurement bases ............................................................................................33 3. Shareholder remuneration and earnings per share ....................................................................................34 4. Risk management.......................................................................................................................................36 5. Capital adequacy management ..................................................................................................................44 6. Remuneration and other benefits paid to key management personnel and executives ............................46 7. Financial assets ..........................................................................................................................................48 8. Non-current assets held for sale .................................................................................................................53 9. Business combinations, acquisition and disposal of ownership interests in subsidiaries, jointly controlled entities, associates and available-for-sale investments ............................................................54 10. Property and equipment ...........................................................................................................................58 11. Intangible assets .......................................................................................................................................59 12. Other assets ..............................................................................................................................................60 13. Financial liabilities.................................................................................................................................... 61 14. Provisions ..................................................................................................................................................65 15. Changes in equity .....................................................................................................................................66 16. Related party transactions ........................................................................................................................69 17. Segment information ................................................................................................................................ 71 18. Average number of employees ..................................................................................................................74 19. Contingent liabilities and commitments ..................................................................................................75 20. Other required disclosures .......................................................................................................................76 -9- Explanatory notes to the condensed interim consolidated financial statements for the six months ended June 30, 2011 CAIXABANK, SA AND COMPANIES COMPOSING THE CAIXABANK GROUP In accordance with prevailing regulations governing the content of condensed interim consolidated financial statements, these explanatory notes include the condensed interim consolidated balance sheet, income statement, statement of other comprehensive income, statement of total changes in equity and statement of cash flows and comparative information with the annual consolidated financial statements, along with explanations of events and disclosures for an adequate understanding of the most significant changes in the first half of the year. As explained in note 1 “Comparison of information,” for an adequate understanding of the information contained in these condensed interim consolidated financial statements, they should be read in conjunction with the “la Caixa” Group’s and the Criteria Group’s 2010 consolidated financial statements, authorized for issue on January 27, 2011 and February 24, 2011, respectively. 1. Corporate information, basis of presentation and other information Corporate information CaixaBank, SA (formerly Criteria CaixaCorp, SA) and its subsidiaries compose the CaixaBank Group (hereinafter “the CaixaBank Group” or “the Group”). CaixaBank (hereinafter “CaixaBank”) is the bank through which Caixa d'Estalvis i Pensions de Barcelona (“la Caixa”) carries on its business indirectly as a credit institution in accordance with article 5 of Royal Decree-Law 11/2010, of July 9, and article 3.4 of the consolidated text of the Catalan Savings Bank Law of March 11, 2008.“la Caixa” is CaixaBank's majority shareholder, with a stake of 81.52% at June 30, 2011. CaixaBank was created through the transformation of Criteria CaixaCorp, SA, as part of the reorganization of the “la Caixa” Group (see “Reorganization of the “la Caixa” Group” in this note). This reorganization culminated on June 30, 2011 with the entry of CaixaBank in the Bank of Spain’s Registry of Banks and Bankers (“Registro Especial de Bancos y Banqueros”) and its listing on the Spanish stock markets—as a bank—on July 1, 2011. In accordance with the accounting standards applicable to intra-group mergers and spin-offs, the reorganization is considered to have taken place for accounting purposes on January 1, 2011. Consequently, these condensed interim consolidated financial statements and the notes thereto reflect the consolidated results and consolidated cash flows from CaixaBank’s operations during the sixmonth period ended June 30, 2011 (see “Comparison of information” in this note). CaixaBank engages mainly in all manner of activities, operations, acts, contracts and services related to the banking sector in general, including the provision of investment services. As a bank, it is subject to the oversight of the Bank of Spain. CaixaBank is also a public limited company (sociedad anónima) whose shares are admitted to trading on the Barcelona, Madrid, Valencia and Bilbao stock exchanges and on the continuous market and, - 10 - therefore, is subject to the oversight of the Spanish Securities Market Regulator (Comisión Nacional del Mercado de Valores or CNMV). Reorganization of the “la Caixa” Group The enactment of Royal Decree-Law 11/2010, of July 9, on the governing bodies and other matters relating to the legal framework for savings banks, in addition to the approval of the consolidated text of the Catalan Savings Banks Law, through Royal Decree-Law 5/2010, introduced the possibility for a savings bank to conduct its financial activities indirectly through a bank. Under this legal framework, on January 27, 2011, the Boards of Directors of “la Caixa,” Criteria CaixaCorp, SA (“Criteria”) and MicroBank de “la Caixa”, SA (“MicroBank”) entered into a framework agreement (the “Framework Agreement”) entailing the reorganization of the “la Caixa” Group in order to adapt to the new demands of national and international regulations and, specifically, to the new requirements of the Basel Committee on Banking Supervision (Basel III). The structure designed enables “la Caixa” to indirectly carry out its financial activity while continuing to comply with its inherent social welfare purposes. Approval was given at the Ordinary General Assembly of “la Caixa” and the Annual General Meeting of Criteria held April 28 and May 12, 2011, respectively, to all proposals set forth by the respective Boards of Directors regarding the reorganization of the “la Caixa” Group. On June 30, 2011, the corporate transactions included in the Framework Agreement were completed, for legal and business purposes, which led to the transformation of Criteria into CaixaBank. In accordance with prevailing legislation, these transactions were accounted for retrospectively from January 1, 2011 (see “Corporation information” in this note). In addition to the retroactive accounting date mentioned above, the accounting standards applicable to intra-group mergers and spin-offs require that assets and liabilities subject to such operations be valued at their carrying amount in the consolidated financial statements of the group in question. Consequently, the assets and liabilities included in the transactions listed below have been measured at their carrying amount in the "la Caixa" Group's consolidated financial statements at December 31, 2010. Following is a description of the main corporate transactions carried out within the reorganization of the “la Caixa” Group: a) spin-off by “la Caixa” in favor of Microbank of the assets and liabilities making up its financial activity, except the ownership interests of “la Caixa” in Servihabitat XXI, SAU, Metrovacesa, SA and Inmobiliaria Colonial, SA, certain of its real estate assets and certain of its debt issues. “la Caixa” maintains its Welfare Fund and continues to finance and support charitable and welfare activities. The net carrying amount in “la Caixa”’s individual balance sheet of the assets and liabilities spun off by “la Caixa” in favor of MicroBank is €11,591,982 thousand. - 11 - At consolidated levels, the net assets and liabilities amount to €11,894,481 thousand, broken down as follows: Net carrying amount in the separate balance sheet of “la Caixa” of the spun off assets and liabilities Reserves at “la Caixa” Group consolidated companies spun off in favor of MicroBank Net equity of MicroBank prior to the reorganization Total equity of MicroBank post spin-off (*) (€ thousand) 11,591,982 211,256 91,243 11,894,481 (*) MicroBank’s equity post spin-off comprises the equity of the businesses received from Criteria (see “Comparison of information – b. Impact of the reorganization of the “la Caixa” Group’s activities on the composition of Criteria Group’s assets and liabilities: preparation of a condensed consolidated balance sheet for the CaixaBank Group at January 1, 2011” in this note). The market value of 100% of MicroBank’s capital at January 1, 2011 was estimated at €9,515,585, equivalent to 0.8 times the equity of MicroBank. As indicated in the Framework Agreement, in determining this factor, the share prices of entities with similar profiles were considered, adjusting the multiples to take into account the better competitive position, credit quality and coverage level, and the absence of real-estate assets in the portfolio. This market value estimate is supported by several fairness opinions issued by independent experts. b) contribution to Criteria by “la Caixa” of all the shares of MicroBank post spin-off. In exchange, Criteria transferred the following to “la Caixa”: The equity holdings listed below, the consolidated carrying amount of which is €7,535,809 thousand (see “Comparison of information – b. Impact of the reorganization of the “la Caixa” Group's activities on the composition of Criteria Group's assets and liabilities: Preparation of a condensed consolidated balance sheet for the CaixaBank Group at January 1, 2011 – Businesses transferred” in this note), and whose market value has been estimated at €7,471,340 thousand (both figures are at January 1, 2011. (i) a direct 36.64% stake in Gas Natural SDG, SA; (ii) a direct 20.72% stake in Abertis Infraestructuras, SA (hereinafter “Abertis”) and a direct 50.1% stake in Inversiones Autopistas, SL (owner of 7.75% of Abertis) which, in total, represents a 24.61% stake in the share capital of Abertis; (iii) an indirect 24.03% stake in the share capital of Sociedad General de Aguas de Barcelona, SA (through its direct 24.26% stake in Hisusa, Holding de Infraestructuras y Servicios Urbanos, SA, owner of 99.04% of the share capital of Sociedad General de Aguas de Barcelona, SA); (iv) a direct and indirect 50% stake in PortAventura Entertainment, SA; and (v) a direct 100% stake in Mediterránea Beach & Golf Community, SA. The market values of these investments was estimated based on the following measurement criteria: - 12 - - Gas Natural SDG, SA and Abertis Infraestructuras, SA: average share price between December 27, 2010 and January 26, 2011, adjusted for dividends paid within the period. Sociedad General de Aguas de Barcelona, SA: latest transaction price. PortAventura Entertainment, SA: latest transaction EBITDA multiples, taking the updated EBITDA based on the latest close. Mediterranea Beach & Golf Community, SA: net carrying amount of leased properties and third-party appraisal of land for residential, hotel and commercial use with completed development. 374,403,908 new shares of Criteria issued as part of a non-cash capital increase for €2,044,245 thousand. The unit value of the shares issued by Criteria was set at €5.46, equivalent to net asset value (“NAV”) without factoring in the impact of the reorganization of Criteria’s assets on January 26, 2011. The combined amount of the capital increase (€2,044,245 thousand) and the market value of the shareholdings delivered by Criteria to “la Caixa” (€7,471,340 thousand) equal the market value of the MicroBank shares delivered to Criteria by “la Caixa” (€9,515,585 thousand euros). c) the absorption of MicroBank by Criteria. This transaction gave Criteria the status of a credit institution with the corporate name “CaixaBank, SA.” CaixaBank is the listed bank through which “la Caixa” indirectly carries out its financial activity. The reorganization process described above also entailed the delivery to “la Caixa” Group employees of CaixaBank shares equivalent to 0.4% of total capital. Following Criteria’s Annual General Meeting held on May 12, 2011, Criteria shareholders who had not voted in favor of the merger with MicroBank were given until June 14, 2011 to exercise their voluntary right of withdrawal. Upon expiry of this period, holders of 46,485,705 Criteria shares, representing 1.38% of pre-reorganization share capital, had exercised their right of withdrawal. As a result and pursuant to the resolution adopted at the Annual General Meeting of May 12, 2011, Criteria acquired the corresponding treasury shares at a price of €5.0292 per share (see notes 5 and 15). Following the completion of these corporate transactions, CaixaBank became the owner of the stakes previously held by Criteria, in insurance companies, mutual fund managers and foreign financial entities, Telefónica, SA and Repsol-YPF, SA. Also within the scope of the reorganization of the “la Caixa” Group, the following transactions are scheduled to be carried out in the second half of 2011: contribution by “la Caixa” to a non-listed holding company, to be called CaixaHolding, SA, of all the shareholdings indicated in (b) above, as well as other assets not included in the spinoff of “la Caixa” in favor of MicroBank indicated in (a) above. “la Caixa” will be CaixaHolding’s sole shareholder. spin-off by CaixaBank in favor of a newly created entity, to be called Nuevo Micro Bank, SA, of the assets and liabilities of the microcredit activity carried out by MicroBank prior to the reorganization - 13 - The following chart illustrates the reorganization of the “la Caixa” Group: Previous structure Welfare projects Banking and (includes real estate assets) unlisted 79.5% New structure Welfare projects 81.5% unlisted 100% CaixaHolding unlisted listed Insurance companies International banks Industrial portfolio services portfolio previously Criteria listed Banking and insurance Rest of industrial portfolio International banks Real-estate assets Repsol + Telefonica In connection with the foregoing, in order to bolster the CaixaBank Group's equity structure, Criteria (called CaixaBank after the reorganization) issued €1,500 million of subordinated bonds with mandatory conversion into CaixaBank shares in June 2011, for distribution through the "la Caixa” network (see note 15). The costs associated with the aforementioned transactions as of June 30, 2011 are estimated at €129 million, of which €71 million relate to estimated “Personnel expenses” incurred in the planned delivery of CaixaBank shares to "la Caixa" Group employees. In addition, €43 million were recognized in “Other general administrative expenses,” including costs related to the advisory and design of the transaction, the adaptation to the new organizational structure and the communication, disclosure and dissemination of the reorganization. Expenses attributable directly to the issue of own equity instruments (€15 million) were deducted directly from equity (see note 15). Finally, within the procedure described in the preceding paragraphs, the 12.69% interest in RepsolYPF, SA was recognized under associates, with effect from January 1, 2011 as the CaixaBank Group then had significant influence over the company. - 14 - Basis of presentation On February 24, 2011, the Board of Directors authorized for issue Criteria Group's 2010 consolidated financial statements in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union through EU regulations, complying with Regulation no. 1606/2002 of the European Parliament and of the Council of July 19, 2002 and subsequent amendments thereto. In the preparation of the 2010 consolidated financial statements, the consolidation principles, accounting policies and measurement bases described in note 2 therein were applied to give a true and fair view of the consolidated equity and financial position of the Criteria Group at December 31, 2010 and of the results of its operations, the changes in consolidated equity and cash flows in the year then ended. The accompanying condensed interim consolidated financial statements of the CaixaBank Group for the first half of 2011 were prepared in accordance with IFRSs, particularly IAS 34 Interim Financial Reporting. They were also drawn up taking into consideration Bank of Spain Circular 4/2004 and the Spanish Securities Market Regulator (CNMV) Circular 1/2008. These condensed interim consolidated financial statements were authorized for issue by the Board of Directors of CaixaBank at its meeting of July 21, 2011. According to IAS 34, the interim financial report is intended to provide an update on the latest complete set of annual financial statements. Accordingly, it focuses on new activities, events, and circumstances and does not duplicate information previously reported. Given the scope of the reorganization of the “la Caixa” Group (see “Reorganization of the “la Caixa” Group” in this note), for an appropriate understanding of the information contained in the accompanying condensed interim consolidated financial statements, they should be read in conjunction with the “la Caixa” Group's and the Criteria Group's 2010 consolidated financial statements, authorized for issue on January 27, 2011 and February 24, 2011, respectively. The accompanying condensed interim consolidated financial statements, balance sheet, income statement, statement of other comprehensive income, statement of total changes in equity and statement of cash flows are presented according to the formats provided for credit institutions in CNMV Circular 1/2008, of January 30. Standards and interpretations issued by the International Accounting Standard Board (IASB) that became effective in 2011 - IAS 32 Financial Instruments: Presentation (Amendment) The amendment clarifies the classification of rights issues for purchase of shares (rights, options or warrants) denominated in foreign currency. The amendment stipulates that rights issued to acquire a fixed number of shares for a fixed amount must be classified as equity, regardless of the currency in which the fixed amount is denominated, provided they meet the requirements of the standard. - IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments The interpretation sets forth accounting treatment for a debtor that issues equity instruments to a creditor to extinguish all or part of a financial liability. - 15 - - IAS 24 Related Party Disclosures (Revised) This introduces two new features: (a) partial exemption from the disclosure requirements when there is a relationship involving entities that are controlled or related to the government (or an equivalent government institution) and (b) revised definition of a related party, clarifying relationships that were previously not explicit in the standard. - IFRIC 14 Prepayments of a Minimum Funding Requirement (Amendment) This amendment states that, in some circumstances, entities are not permitted to recognize as an asset some voluntary prepayments for minimum funding contributions. Standards and interpretations issued by IASB but not yet effective At the date of authorization for issue of these consolidated financial statements, the following standards and interpretations had been issued by the IASB but were not yet effective because they had not yet been endorsed by the European Union. Standards and interpretations Title Mandatory application for annual periods beginning on or after: Amendment to IFRS 7 Amendment to IAS 12 Amendment to IAS 1 IFRS 9 IFRS 10 IFRS 11 IFRS 12 IFRS 13 Amendment to IAS 19 Amendment to IAS 27 Amendment to IAS 28 Financial instruments: Disclosures Taxes Presentation of Financial Statements Financial instruments: Classification and Measurement Consolidated Financial Statements Joint Arrangements Disclosure of Interests in Other Entities Fair Value Measurement Employee Benefits Consolidated and Separate Financial Statements Investments in Associates July 1, 2011 January 1, 2012 July 1, 2012 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2013 - IFRS 7 Financial Instruments: Disclosures (Amendment) This amendment clarifies and enhances the disclosure requirements in financial statements regarding transfers of financial assets. - IAS 12 Income taxes (Amendment) The amendment includes an exception to the general principles of IAS 12 affecting deferred taxes on investment properties measured using the fair value model in IAS 40 Investment Property. In these cases, the amendment introduces, with respect to calculating deferred taxes, a presumption that recovery of the carrying amount will normally be through sale. This presumption is refuted when the investment property is depreciable and the business model entails holding the property to earn economic benefits through its future use rather than sale. - IAS 1 Presentation of Financial Statements (Amendment) This amendment requires entities to present a total for “profit or loss” separately from “other comprehensive income,” distinguishing between those items that will be reclassified to profit or loss subsequently and those that will not be reclassified. - 16 - - IFRS 9 Financial Instruments: Classification and Measurement IFRS 9 will eventually replace the section of IAS 39 that currently deals with classification and measurement. There are some major differences with respect to the current standard; e.g. approval of a new classification model based on only two categories: amortized cost and fair value, entailing the elimination of the current held-to-maturity investments and available-for-sale financial assets categories; a single impairment method for assets measured at amortized cost, and non-separation of embedded derivatives in finance contracts. - IFRS 10 Consolidated Financial Statements This standard was issued in conjunction with IFRS 11, IFRS 12 and the amendments to IAS 27 and IAS 28 (see below), replacing the current standards governing consolidation and recognition of subsidiaries, associates and joint ventures, as well as disclosure requirements. Upon entry into force, this standard will replace the consolidation guidelines set out in the current IAS 27 Consolidated and Separate Financial Statements and in interpretation SIC 12 Consolidation – Special Purpose Entities. The standard primarily modifies the definition of control, eliminating the risks/rewards approach set out in SIC 12. Control is now defined through three required elements: power over the investee; exposure or rights to variable returns from the investee; and the ability to use the power over the investee to affect the amount of the investor's returns. - IFRS 11 Joint Arrangements Upon entry into force, IFRS 11 replaces the current IAS 31 Interests in Joint Ventures. The fundamental change compared to the prevailing standard is the elimination of the proportionate consolidation option for jointly-controlled entities. Under IFRS 11, these entities should be accounted for using the equity method. The standard also modifies certain nuances when analyzing joint arrangements, focusing on whether or not the arrangement is structured through a separate vehicle. The standard also defines two types of joint arrangements: joint operations and joint ventures. - IFRS 12 Disclosure of Interests in Other Entities IFRS 12 groups together and extends the scope of all disclosure requirements regarding interests in subsidiaries, associates, joint ventures or other investees. The primary change with respect to current disclosure requirements is the new obligation to disclose interests in unconsolidated structured entities. - IFRS 13 Fair Value Measurement IFRS 13 aims to provide the sole guidance for calculating the fair value of assets and liabilities when fair value measurement is required or permitted by other IFRS. The new standard does not modify the prevailing measurement criteria established in other standards, and is applicable to measurements of both financial and non-financial assets and liabilities. IFRS 13 modifies the current definition of fair value, introducing new considerations, and increases consistency and comparability in fair value measurement by adopting the "fair value hierarchy," which is conceptually similar to that set out for certain financial instruments in IFRS 7 Financial Instruments: Disclosures. - IAS 19 Employee Benefits (Amendment) The most relevant modifications, which primarily affect defined benefit plans, are as follows: Elimination of the corridor approach, under which entities were able to defer a certain portion of their actuarial gains and losses. Following entry into force of this modification, all actuarial gains and losses must be recognized immediately. - 17 - Relevant changes in grouping and presenting cost components in the statement of other comprehensive income. The entire cost of the obligation shall be presented in three separate components: service cost, net interest component and revaluation gains and losses. - IAS 27 Consolidated and Separate Financial Statements (Amendment) This modification reissues the standard, given that from its entry into force its content will only refer to separate financial statements. - IAS 28 Investments in Associates (Amendment) This modification reissues the standard, which now includes guidance on how to account for joint ventures, indicating that they shall henceforth be accounted for as associates, i.e., using the equity method. Responsibility for the information and for the estimates made The preparation of the interim consolidated financial statements required senior executives of CaixaBank and consolidated companies to make certain judgments and estimates. These estimates and judgments were based on the same assumptions and criteria used in the preparation of the “la Caixa” Group's and the Criteria Group's 2010 consolidated financial statements and relate, inter alia, to the fair value of certain assets and liabilities, impairment losses, measurement of goodwill and intangible assets, the useful life of property and equipment and intangible assets, actuarial assumptions for the measurement of post-employment benefit obligations, the assumptions used for the liability adequacy test for mathematical provisions in the insurance business, liabilities of early retirement schemes, the equity and results of entities accounted for using the equity method, and the income tax expense calculated based on the best estimate of the expected tax rate applicable at the end of the year. These estimates relate to the amounts recognized in both the condensed interim consolidated balance sheet at June 30, 2011 and the condensed interim consolidated income statement for the six months ended June 30, 2011. Although these estimates were made on the basis of the best information available, events may occur that make it necessary for them to be changed in the next interim period or future periods. Any such changes would be made prospectively, with the effects thereof recognized in the consolidated balance sheet and income statements. Comparison of information The reorganization of the activity of the “la Caixa” Group (see “Reorganization of the “la Caixa” Group” in this note) led to a change in the corporate purpose and the composition of Criteria CaixaCorp, SA's assets and liabilities. For an appropriate understanding and comparison of the consolidated financial position and equity of the CaixaBank Group at June 30, 2011 to the situation prevailing at December 31, 2010, and of the consolidated results of its operations and its consolidated cash flows in the six months ended June 30, 2011 to those for the same period of the previous year, the following additional details are provided. a. Adaptation of the 2010 consolidated financial statements authorized for issue by the directors of Criteria CaixaCorp, SA to the specific format established for credit institutions (CNMV Circular 1/2008 of January 30). b. Impact of the reorganization of the “la Caixa” Group's activities on the composition of Criteria Group's assets and liabilities: preparation of a condensed consolidated balance sheet for the CaixaBank Group at January 1, 2011. - 18 - c. Combined consolidated income statement of the CaixaBank Group for the six months ended June 30, 2010. Points a) and b), taken together, provide relevant information for understanding the scope of the reorganization of the "la Caixa" Group's activities and its impact on the equity and the cash and cash equivalents of the CaixaBank Group. This facilitates understanding of the business performance of the CaixaBank Group from January 1, 2011, the effective date of the reorganization for accounting purposes, to June 30, 2011. The comparative information regarding the balance sheet presented in the accompanying notes 3 to 20 refer to January 1, 2011 following completion of the reorganization of the "la Caixa" Group. The condensed consolidated statement of changes in equity and statement of cash flows for the six months ended June 30, 2011 show the changes in equity and cash flows from January 1, 2011, the date for accounting purposes of the reorganization (see “Reorganization of the “la Caixa” Group” and section b. Impact of the reorganization of the “la Caixa” Group’s activities on the composition of Criteria Group’s assets and liabilities: preparation of a condensed consolidated balance sheet for the CaixaBank Group at January 1, 2011 in “Comparison of information”). With respect to the CaixaBank Group's results, the accompanying notes 3 to 20 include comparative information for the first half of 2010, authorized for issue by the directors of Criteria on July 29, 2010. The notes also include the references to details the CaixaBank Group combined income statement for the six months ended June 30, 2010 considered essential for comparison of results of the Group’s operations (see c. Combined consolidated income statement of the CaixaBank Group for the six months ended June 30, 2010, in this section). As indicated in preceding paragraphs, the information related to 2010 and January 1, 2011 contained in these condensed interim consolidated financial statements is presented solely for purposes of comparison with the six months ended June 30, 2011. IFRS require that the information presented in the consolidated financial statements for different periods be consistent. In the first six months of 2011, there were no significant amendments with respect to the accounting regulations applicable that affected the comparability of information (see note 2). a. Adaptation of the 2010 consolidated financial statements authorized for issue by the directors of Criteria CaixaCorp, SA to the specific format established for credit institutions (CNMV Circular 1/2008 of January 30). To present fairly the comparative information for 2010, the Criteria Group's consolidated financial statements for that year were restated to the specific format for credit institutions set out in prevailing legislation. The following tables present, for the Criteria Group’s balance sheet at December 31, 2010, and the income statement, statement of other comprehensive income and statement of cash flows for the six months ended June 30, 2010, the adaptation of the format approved by the directors at their meetings of February 24, 2011 and July 29, 2010, respectively, to the specific format for credit institutions. The reconciliation between the two presentation formats can be made using the alphabetical key accompanying each heading: - 19 - CRITERIA CAIXACORP, SA AND COMPANIES COMPOSING THE CRITERIA GROUP (NOW THE CAIXABANK GROUP) CONDENSED CONSOLIDATED BALANCE SHEET At December 31, 2010, in thousands of euros FORMAT PREPARED BY THE DIRECTORS SPECIFIC FORMAT FOR CREDIT INSTITUTIONS Assets Assets 2010 2010 NON-CURRENT ASSETS Goodwill and other intangible assets Property and equipment Investment property Investments accounted for using the equity method Financial assets Available-for-sale financial assets Loans and receivables Other financial assets at fair value through profit or loss Other financial assets Deferred tax assets Reinsurance assets Total non-current assets 1,706,306 441,898 310,972 12,252,914 27,589,860 26,540,082 847,853 201,473 452 530,098 22,672 42,854,720 a. b. c. d. 8,698 7,174,171 1,379 341,604 21,023 115,580 200,209 4,792 605,030 8,130,882 j. f. k. e. f. g. f. h. i. CURRENT ASSETS Inventories Other short-term financial assets Non-current assets held for sale Other current assets Tax assets Prepayments and accrued income Dividends receivable Other current assets Cash and cash equivalents Total current assets Total assets 50,985,602 l. j. j. j. f. Cash and balances with central banks Held-for-trading portfolio Other financial assets at fair value through profit or loss Available-for-sale financial assets Valores representativos de deuda Other equity instruments Loans and receivables Held-to-maturity investments Adjustments to financial assets - macro-hedges Hedging derivatives Non-current assets held for sale Investments Associates Jointly controlled entities Insurance agreements related to pensions Reinsurance assets Property and equipment Property and equipment Investment property Intangible assets Goodwill Other intangible assets Tax assets Current Deferred Other assets Total assets 310 0 f. 201,473 g. 26,540,082 e. 19,343,158 7,196,924 8,627,196 0 0 0 1,379 12,252,914 7,448,310 4,804,604 0 22,672 752,870 441,898 310,972 1,706,306 827,683 878,623 551,121 21,023 530,098 329,279 50,985,602 f. k. d. i. b. c. a. l. h. j. NOTE: The reconciliation between the two presentation formats can be made using the alphabetical key accompanying each heading: The sum of the amounts identified with the same letter in the format authorized for issue by the directors is equivalent to the sum of the amounts identified with the same letter in the specific format for credit institutions. Where necessary, additional breakdowns have been provided under asterisk points. - 20 - CRITERIA CAIXACORP, SA AND COMPANIES COMPOSING THE CRITERIA GROUP (NOW THE CAIXABANK GROUP) CONDENSED CONSOLIDATED BALANCE SHEET At December 31, 2010, in thousands of euros FORMAT PREPARED BY THE DIRECTORS SPECIFIC FORMAT FOR CREDIT INSTITUTIONS Liabilities Equity and liabilities 2010 2010 EQUITY Share capital, reserves and profit Share capital Share premium Reserves Profit attributable to the Group (Interim dividend paid) Treasury shares Valuation adjustments Non-controlling interests Total Equity Liabilities 13,024,555 a. 3,362,890 7,711,244 841,821 1,822,932 (670,861) (43,471) 1,503,142 b. 175,316 c. 14,703,013 NON-CURRENT LIABILITIES Provisions for insurance contracts and other Provisions for insurance contracts Other non-current provisions Non-current borrowings Financial liabilities at amortized cost Other financial liabilities Derivatives Deferred tax liabilities Other non-current liabilities Total non-current liabilities 18,326,038 18,272,037 54,001 8,112,594 7,893,786 210,464 8,344 1,019,669 82,174 27,540,475 d. e. f. g. h. i. f. CURRENT LIABILITIES Provisions for insurance contracts Financial liabilities at amortized cost Bank borrowings Customer deposits Other non-current financial liabilities Derivatives Tax liabilities Deferred income Other current liabilities Total current liabilities Total Equity and Liabilities 870,142 7,650,692 6,758,157 82 892,453 2,657 104,551 79,430 34,642 8,742,114 50,985,602 d. f. h. j. k. k. Held-for-trading portfolio Other financial liabilities at fair value through profit or loss Financial liabilities at amortized cost Adjustments to financial liabilities - macro-hedges Hedging derivatives Liabilities associated with non-current assets held for sale Liabilities under insurance contracts Provisions Tax liabilities Current Deferred Welfare fund Other liabilities Capital having the nature of a financial liability Total liabilities 1,635 h. 210,464 15,626,652 0 9,366 0 19,142,179 54,001 1,124,220 104,551 1,019,669 0 114,072 0 36,282,589 g. f. h. d. e. j. i. k. Equity Own funds Share capital Share premium Reserves Other equity instruments Less: Treasury shares Profit attributable to the Group Less: Dividends and remuneration Valuation adjustments Available-for-sale financial assets Cash flow hedges Hedges of net investment in foreign operations Exchange differences Non-current assets held for sale Entities accounted for using the equity method Other valuation adjustments Equity attributable to the Parent Non-controlling interests Total Equity 13,024,555 a. 3,362,890 7,711,244 841,821 0 (43,471) 1,822,932 (670,861) 1,503,142 b. 1,657,966 (6,556) 0 41,324 0 (189,592) 0 14,527,697 175,316 c. 14,703,013 Total Equity and Liabilities 50,985,602 NOTE: The reconciliation between the two presentation formats can be made using the alphabetical key accompanying each heading: The sum of the amounts identified with the same letter in the format authorized for issue by the directors is equivalent to the sum of the amounts identified with the same letter in the specific format for credit institutions. Where necessary, additional breakdowns have been provided under asterisk points. - 21 - CRITERIA CAIXACORP, SA AND COMPANIES COMPOSING THE CRITERIA GROUP (NOW THE CAIXABANK GROUP) CONDENSED CONSOLIDATED INCOME STATEMENT for the six months ended June 30, 2010, in thousands of euros FORMAT PREPARED BY THE DIRECTORS SPECIFIC FORMAT FOR CREDIT INSTITUTIONS 30/06/2010 Revenue Share of profit (loss) of entities accounted for using the equity method Revenue from equity instruments Trading income Gains/(losses) on transactions with Group companies, jointly controlled entities and associa Operating expenses Personnel expenses Depreciation and amortization charge Net impairment gains/(losses) Other expenses Provisions (net) Other gains and losses PROFIT FROM OPERATIONS Interest and similar income Interest expense and similar charges Exchange differences (net) FINANCIAL LOSS PROFIT BEFORE TAX Income tax PROFIT FROM CONTINUING OPERATIONS Profit from discontinued operations CONSOLIDATED PROFIT FOR THE PERIOD Profit attributable to non-controlling interests PROFIT ATTRIBUTABLE TO THE GROUP 30/06/2010 2,720,543 a. 542,088 b. 363,246 c. 123,440 d. 190,450 e. (2,371,629) a. (50,178) f. (76,854) g. (1,694) (*) (56,806) h. (2,461) i. (4,713) (**) 1,375,432 1,167 a. (109,317) a. 5,069 j. (103,081) 1,272,351 (47,023) k. 1,225,328 0 l. 1,225,328 (13,407) m. 1,211,921 Net impairment gains/(losses) Loans and receivables Non-current assets held for sale Property and equipment (1,694) (6,257) 63 4,500 Other gains and losses (4,713) (**) Gains on disposal of property and equipment Gains on disposal of property and equipment Losses on disposal of non-current property and equipment held for sale Other (*) n. ñ. q. Interest and similar income Interest expense and similar charges Remuneration of capital having the nature of a financial liability NET INTEREST INCOME Return on equity instruments Share of profit (loss) of entities accounted for using the equity method Fee and commission income Fee and commission expense Trading income (net) Exchange differences (net) Other operating income Other operating expenses GROSS INCOME Administrative expenses Personnel expenses Other general administrative expenses Depreciation and amortization Provisions (net) Impairment losses on financial assets (net) PROFIT FROM OPERATIONS Impairment losses on other assets (net) Gains/(losses) on disposal of assets not classified as non-current assets held for sale Negative goodwill in business combinations 499,648 (479,208) 0 20,440 363,246 542,088 137,147 (137,056) 866 5,069 540,242 (317,223) 1,154,819 (106,984) (50,178) (56,806) (76,854) (2,461) (6,257) 962,263 4,500 190,525 0 Gains/(losses) on non-current assets held for sale not classified as discontinued operations PROFIT BEFORE TAX Income tax PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS Profit from discontinued operations (net) CONSOLIDATED PROFIT FOR THE PERIOD Profit attributable to the Parent Profit attributable to non-controlling interests 115,063 1,272,351 (47,023) 1,225,328 0 1,225,328 1,211,921 13,407 Gains/(losses) on disposal of assets not classified as non-current assets held for sale Gains/(losses) on transactions with Group companies, jointly controlled entities and associates Ganancia por venta de inmovilizado material 190,525 190,450 75 Gains/(losses) on non-current assets held for sale not classified as discontinued operations 115,063 (7,499) 75 o. (7,574) p. 2,786 a. Gains on disposal of strategic equity instruments - available-for-sale financial assets Losses on disposal of non-current property and equipment held for sale Impairment of non-current assets held for sale 122,574 (7,574) 63 NOTE: The reconciliation between the two presentation formats can be made using the alphabetical key accompanying each heading: The sum of the amounts identified with the same letter in the format authorized for issue by the directors is equivalent to the sum of the amounts identified with the same letter in the specific format for credit institutions. Where necessary, additional breakdowns have been provided under asterisk points. - 22 - CRITERIA CAIXACORP, SA AND COMPANIES COMPOSING THE CRITERIA GROUP (NOW THE CAIXABANK GROUP) CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME for the six months ended June 30, 2010, in thousands of euros FORMAT PREPARED BY THE DIRECTORS SPECIFIC FORMAT FOR CREDIT INSTITUTIONS 30/06/2010 Consolidated profit for the year (per consolidated income statement) 1,225,328 Income and expense recognized directly in equity (337,114) Revaluation of financial instruments Cash flow hedges Translation differences Entities accounted for using the equity method Tax effect (1,198,246) (26,130) 474,960 33,648 378,654 Transfers to profit or loss (132,787) Revaluation of financial instruments Cash flow hedges Translation differences Entities accounted for using the equity method Tax effect (122,573) 10,725 (3,711) (54,000) 36,772 COMPREHENSIVE INCOME FOR THE PERIOD Profit attributable to non-controlling interests COMPREHENSIVE INCOME ATTRIBUTABLE TO THE GROUP 30/06/2010 a. b. c. d. e. f. g. h. i. f. 755,427 (11,216) j. 744,211 Consolidated profit for the period Other comprehensive income Available-for-sale financial assets Revaluation gains (losses) Amounts transferred to income statement Other reclassifications Cash flow hedges Revaluation gains (losses) Amounts transferred to income statement Amount transferred to the initial carrying amount of hedged items Other reclassifications Hedges of net investment in foreign operations Revaluation gains (losses) Amounts transferred to income statement Other reclassifications Exchange differences Revaluation gains (losses) Amounts transferred to income statement Other reclassifications Non-current assets held for sale Revaluation gains (losses) Amounts transferred to income statement Other reclassifications Actuarial gains (losses) on pension plans Entities accounted for using the equity method Revaluation gains (losses) Amounts transferred to income statement Other reclassifications Other comprehensive income Income tax Total comprehensive income Attributable to the Parent Attributable to non-controlling interests 1,225,328 (469,901) (1,284,047) (1,198,246) (85,801) 0 (15,405) (26,130) 10,725 0 0 0 0 0 0 471,249 474,960 (3,711) 0 0 0 0 0 0 (20,352) 33,648 (54,000) 0 0 378,654 a. f. b. g. c. h. d. i. e. 755,427 744,211 11,216 j. NOTE: The reconciliation between the two presentation formats can be made using the alphabetical key accompanying each heading: The sum of the amounts identified with the same letter in the format authorized for issue by the directors is equivalent to the sum of the amounts identified with the same letter in the specific format for credit institutions. Where necessary, additional breakdowns have been provided under asterisk points. - 23 - CRITERIA CAIXACORP, SA AND COMPANIES COMPOSING THE CRITERIA GROUP (NOW THE CAIXABANK GROUP) CONDENSED CONSOLIDATED CASH FLOW STATEMENT (INDIRECT METHOD) for the six months ended June 30, 2010, in thousands of euros FORMAT PREPARED BY THE DIRECTORS SPECIFIC FORMAT FOR CREDIT INSTITUTIONS 30/06/2010 1. Cash flows from operating activities Profit before tax Adjustments to profit/(loss) Changes in working capital Other operating assets and liabilities Interest paid Tax recovered (paid) 2. Cash flows used in investing activities Interest received Revenue from equity instruments Dividends received from associates Investments (-) - Subsidiaries, jointly controlled entities and associates - Property and equipment, investment property and other intangible - Available-for-sale financial assets - Non-current assets held for sale - Loans granted Disposals (+) - Subsidiaries, jointly controlled entities and associates - Property and equipment, investment property and other intangible - Available-for-sale financial assets - Non-current assets held for sale - Repayment of loans granted 3. Cash flows from financing activities Dividends paid Treasury shares Loans obtained Repayment of loans obtained 1,268,580 1,272,351 a. (200,001) b. 37,618 c. 325,280 c. (87,703) c. (78,965) d. (1,388,413) 1,167 e. 152,265 f. 277,139 f. (8,014,522) (1,541,372) g. (85,919) h. (4,884,205) i. (99,766) j. (1,403,260) i. 6,195,538 818,613 f. 78,342 k. 4,212,275 e. 89,666 l. 996,642 e. 103,337 (438,498) m. (5,876) n. 635,269 o. (87,558) p. NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (16,496) Cash and cash equivalents at January 1 Cash and cash equivalents at June 30 Cash generated (used) during the year 353,851 q. 337,355 r. (16,496) 30/06/2010 A) CASH FLOWS FROM OPERATING ACTIVITIES Consolidated profit for the period Adjustments to obtain cash flows from operating activities Depreciation and amortization Other adjustments Net increase in operating assets Operating assets Operating liabilities Income tax (paid)/received B) CASH FLOWS USED IN INVESTING ACTIVITIES Payments Property and equipment Intangible assets Investments Subsidiaries and other business units Non-current assets and associated liabilities held for sale Held-to-maturity investments Other payments related to investing activities Proceeds Property and equipment Intangible assets Investments Subsidiaries and other business units Non-current assets and associated liabilities held for sale Held-to-maturity investments Other inflows related to investing activities C) CASH FLOWS FROM FINANCING ACTIVITIES Payments Dividend income Subordinated liabilities Buyback and cancellation of treasury shares Acquisition of treasury shares Other payments related to financing activities Proceeds Subordinated liabilities Issue of own equity instruments Disposal of own equity instruments Other inflows related to financing activities (*) D) EFFECT OF EXCHANGE RATE CHANGES 1,268,580 1,272,351 (200,001) 76,854 (276,855) 275,195 368,039 (92,844) 78,965 (1,388,413) 8,014,522 85,897 22 338,154 1,203,218 99,766 0 6,287,465 6,626,109 281 78,061 1,248,017 0 89,666 0 5,210,084 103,337 531,932 438,498 a. b. c. d. h. h. g. g. j. i. k. k. f. l. e. m. 5,876 n. 87,558 p. 635,269 0 0 0 635,269 o. 0 E) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C+D) (16,496) F) CASH AND CASH EQUIVALENTS AT JANUARY 1 353,851 q. G) CASH AND CASH EQUIVALENTS AT JUNE 30 (E+F) 337,355 r. COMPONENTS OF CASH AND CASH EQUIVALENTS AT JUNE 30 Cash Cash equivalents at central banks Other financial assets Less: Bank overdraft repayable on demand 337,355 0 0 0 TOTAL CASH AND CASH EQUIVALENTS AT JUNE 30 337,355 (*) This amount corresponds to the financing received from "la Caixa" NOTE: The reconciliation between the two presentation formats can be made using the alphabetical key accompanying each heading: The sum of the amounts identified with the same letter in the format authorized for issue by the directors is equivalent to the sum of the amounts identified with the same letter in the specific format for credit institutions. Where necessary, additional breakdowns have been provided under asterisk points. - 24 - b. Impact of the reorganization of the “la Caixa” Group's activities on the composition of Criteria Group's assets and liabilities: preparation of a condensed consolidated balance sheet for the CaixaBank Group at January 1, 2011. The tables below illustrate the adaptation of Criteria Group's condensed consolidated balance sheet at December 31, 2010 to the CaixaBank Group's condensed consolidated balance sheet at January 1, 2011, the date of the reorganization for accounting effects (see “Reorganization of the “la Caixa” Group” in this note). The column “Criteria CaixaCorp Group 12/31/10” corresponds to the Criteria Group's consolidated balance sheet at December 31, 2010, presented in accordance with the specific format for credit institutions (see a. “Adaptation of the 2010 consolidated financial statements authorized for issue by the directors of Criteria CaixaCorp, SA to the specific format established for credit institutions (CNMV Circular 1/2008, of January 30)” in this note). The following subsections describe the content of “Businesses received,” “Businesses transferred” and “Consolidation eliminations and other adjustments.” - 25 - CONDENSED CONSOLIDATED BALANCE SHEET Reconciliation of the Criteria CaixaCorp Group's condensed consolidated balance sheet at December 31, 2010 to the CaixaBank Group's condensed consolidated balance sheet at January 1, 2011, in thousands of euros ASSETS Cash and balances with central banks Held-for-trading portfolio (Note 7) Criteria CaixaCorp Group 31/12/2010 (+) Businesses received (-) Businesses transferred Consolidation eliminations and other CaixaBank Group adjustments 01/01/2011 310 0 2,443,056 3,117,719 3 0 201,473 26,540,082 8,627,196 0 0 0 1,379 12,252,914 0 14,584,824 206,724,767 7,389,398 45,700 11,289,860 684,628 164,413 0 0 1,470 0 0 0 0 7,291,456 7,448,310 4,804,604 53,360 111,053 2,486,423 4,805,033 3,230,118 430 8,245,365 111,053 0 22,672 752,870 1,784,274 0 3,301,723 0 0 391,643 (1,784,274) 0 0 0 22,672 3,662,950 441,898 310,972 3,109,815 191,908 83,004 308,639 0 (0) 3,468,709 194,241 1,706,306 525,184 13 (2,073) 2,229,404 827,683 878,623 350,337 174,847 0 13 1,152 (3,225) 1,179,172 1,050,232 Tax assets 551,121 1,811,802 24,756 8,295 2,346,463 Current Deferred 21,023 530,098 177,453 1,634,349 116 24,640 10,683 (2,388) 209,043 2,137,420 329,279 937,634 118,124 (390,697) 758,093 50,985,602 254,804,982 7,827,465 (24,895,854) 273,067,265 Other financial assets at fair value through profit or loss (Note 7) Available-for-sale financial assets (Note 7) Loans and receivables (Note 7) Held-to-maturity investments (Note 7) Adjustments to financial assets - macro-hedges Hedging derivatives Non-current assets held for sale (Note 8) Investments (Note 9) Associates Jointly controlled entities Insurance agreements related to pensions Reinsurance assets Property and equipment(Note 10) Property and equipment Investment property Intangible assets (Note 11) Goodwill Other intangible assets Other assets (Note 12) TOTAL ASSETS 0 0 6,012 (4,418,954) (19,855,100) 0 0 (1,689,611) 0 3,230,547 2,443,363 3,117,719 207,485 36,705,952 195,495,393 7,389,398 45,700 9,600,249 686,007 8,356,418 Memorandum items Contingent liabilities (Note 19) Contingent commitments (Note 19) 6,000 266,747 9,090,361 52,766,456 0 0 0 0 9,096,361 53,033,203 - 26 - CONDENSED CONSOLIDATED BALANCE SHEET Reconciliation of the Criteria CaixaCorp Group's condensed consolidated balance sheet at December 31, 2010 to the CaixaBank Group's condensed consolidated balance sheet at January 1, 2011, in thousands of euros LIABILITIES Held-for-trading portfolio (Note 13) Criteria CaixaCorp Group 31/12/2010 (+) Businesses received (-) Businesses transferred Consolidation eliminations and other CaixaBank Group adjustments 01/01/2011 1,635 2,597,139 0 (85) 2,598,689 210,464 15,626,652 0 9,366 19,142,179 54,001 1,124,220 0 221,500,828 1,384,335 9,092,528 3,204,637 2,893,990 920,907 0 282,565 0 1,022 0 0 146 0 (21,362,052) 0 (1,689,527) (2,567,703) 0 (73,725) 210,464 215,482,863 1,384,335 7,411,345 19,779,113 2,947,991 1,971,256 104,551 1,019,669 11,664 909,243 0 146 (1,132) (72,593) 115,083 1,856,173 114,072 1,316,137 7,924 (22,916) 1,399,370 TOTAL LIABILITIES 36,282,589 242,910,501 291,656 (25,716,008) 253,185,426 Equity attributable to the Parent(Note 15) 14,527,697 11,875,030 7,376,859 819,423 19,845,291 13,024,555 1,503,142 11,960,878 (85,849) 7,354,461 22,398 1,294,132 (474,709) 18,925,104 920,187 Non-controlling interests 175,316 19,451 158,950 731 36,548 Valuation adjustments Other (5,434) 180,750 572 18,879 (5,433) 164,383 1,200 (469) 1,771 34,777 TOTAL EQUITY 14,703,013 11,894,481 7,535,809 820,154 19,881,839 TOTAL LIABILITIES AND EQUITY 50,985,602 254,804,982 7,827,465 Other financial liabilities at fair value through profit or loss (Note 13) Financial liabilities at amortized cost (Note 13) Adjustments to financial liabilities - macro-hedges Hedging derivatives Liabilities under insurance contracts Provisions (Note 14) Tax liabilities Current Deferred Other liabilities Own funds Valuation adjustments (24,895,854) 273,067,265 - 27 - The following tables provided further details on “Available-for-sale financial assets,” “Loans and receivables” and “Financial liabilities at amortized cost,” as these reflect the bulk of the assets and liabilities contributed by “la Caixa” to Criteria in the reorganization: Available-for-sale financial assets (Thousands of Euros) Criteria CaixaCorp Group 31/12/2010 (+) Businesses received Debt securities Spanish government debt securities Treasury bills Government bonds and debentures Other Foreign government debt securities Issued by credit institutions Other Spanish issuers Other foreign issuers Equity instruments Shares in listed companies Shares in unlisted companies Ownership interests in investment funds and other 19,343,159 7,188,421 0 7,178,626 9,795 1,869,486 1,228,499 2,351,411 6,705,342 7,196,923 7,195,392 1,531 14,280,112 8,730,837 2,156,044 5,329,200 1,245,593 1,580,493 1,478,159 1,379,404 1,111,219 322,683 870 213,479 0 108,334 Total 26,540,082 14,602,795 Less, impairment provisions: Debt securities Total (-) Consolidation Businesses eliminations and transferred other adjustments 0 0 0 0 (17,971) 26,540,082 14,584,824 0 Grupo CaixaBank 01/01/2011 (1,188,224) 0 0 0 0 0 (1,188,224) 0 0 (3,230,730) (3,230,118) (611) 32,435,047 15,919,258 2,156,044 12,507,826 1,255,388 3,449,979 1,518,434 3,730,815 7,816,561 4,288,876 3,966,144 214,399 (1) 108,333 (4,418,954) 36,723,923 0 (17,971) (4,418,954) 36,705,952 Loans and receivables (Thousands of Euros) Criteria CaixaCorp Group 31/12/2010 Loans and advances to credit institutions Demand Term Loans and advances to customers Public sector Commercial loans Secured loans Reverse repurchase agreement (repos) Other term loans Finance leases Receivables on demand and others Doubtful assets Valuation adjustments Debt securities 7,279,058 570,764 6,708,294 1,348,138 112,100 Total 8,627,196 115,601 653,206 629 533,909 83,847 (151,154) (+) Businesses received (*) (-) Eliminaciones Businesses de consolidación y transferred otros ajustes 8,738,333 2,103,725 6,634,608 196,197,719 9,242,418 5,296,586 118,707,596 6,055,082 46,587,079 2,916,256 4,137,990 7,051,943 (3,797,231) 1,788,715 206,724,767 (*) "Loans and advances to customers" includes 2,707,584 thousand euros of sub-standard assets. 51 51 1,419 (7,531,869) (444,006) (7,087,863) (12,323,231) 1,061 (9) 827 (6,028,689) (6,160,772) 358 (29,515) (1,752) (103,321) 1,470 (19,855,100) Grupo CaixaBank 01/01/2011 8,485,471 2,230,432 6,255,039 185,221,207 9,354,518 5,296,577 118,824,024 26,393 41,078,452 2,916,885 4,642,026 7,134,038 (4,051,706) 1,788,715 195,495,393 - 28 - Financial liabilities at amortized cost (Thousands of Euros) Deposits from credit institutions Customer deposits Current accounts and other demand accounts Savings accounts Time deposits Hybrid financial liabilities Repos Valuation adjustments Debt securities Subordinated liabilities Other financial liabilities Total Criteria CaixaCorp Group 31/12/2010 (+) Businesses received (-) Eliminaciones Businesses de consolidación y transferred otros ajustes Grupo CaixaBank 01/01/2011 13,493,476 82 18,595,269 149,085,875 278,074 57 (12,722,269) (6,980,213) 19,088,402 142,105,687 82 30,312,358 24,843,205 72,416,020 5,534,136 15,217,628 762,528 57 (439,819) (6,355,889) (3,040) (165,913) (15,552) 29,872,564 24,843,205 66,060,131 5,531,096 15,051,715 746,976 44,210,750 6,888,664 3,189,360 215,482,863 865,044 293,423 974,627 44,523,690 6,595,342 2,700,652 4,434 (1,177,984) (101) (481,485) 15,626,652 221,500,828 282,565 (21,362,052) Businesses received The assets and liabilities received make up the consolidated equity of MicroBank after the spin-off in its favor by "la Caixa" of the assets and liabilities comprising its financial activity. As indicated in the section “Reorganization of the “la Caixa” Group” in this note, “la Caixa” contributed to Criteria all the shares of MicroBank. The market value of the total equity of the businesses received was estimated at €9,515,585 thousand, equivalent to 0.8 times the consolidated carrying amount (€11,894,481 thousand). Businesses transferred In the reorganization, Criteria delivered to “la Caixa” part of the management of its portfolio of holdings in industrial and services companies, as explained in the section “Reorganization of the “la Caixa” Group” in note 1. Specifically, it delivered: • Investments in associates (€2,486,423 thousand), relating to the consolidated amount of the stakes in Abertis Infraestructuras, SA (€1,845,396 thousand) and Sociedad General de Aguas de Barcelona, SA through Holding de Infraestructuras de Servicios Urbanos, SA -Hisusa(€641,027 thousand). • Investments in jointly controlled entities (€4,805,033 thousand), relating to the consolidated amount of the stakes in Gas Natural, SDG, SA (€4,729,217 thousand) and PortAventura Entertainment, SA (€75,816 thousand). • The rest of the balance sheet headings transferred (€244,350 thousand) relates mainly to the value of real estate assets of Mediterránea Beach & Golf Community, which is fully consolidated. Therefore, equity transferred by Criteria to “la Caixa” amounts to €7,535,809 thousand, whereas the market value at December 31, 2010 was €7,471,340 thousand (see “Reorganization of the “la Caixa” Group in this note. - 29 - Consolidation eliminations and other adjustments The amounts shown in “Consolidation eliminations and other adjustments” in different asset and liabilities headings relate to eliminations arising from the aggregation in the same Group of the companies composing the Criteria Group at December 31, 2010 and the businesses received through the contribution to Criteria of all the shares of MicroBank (see “Reorganization of the “la Caixa” Group” in this note). “Loans and receivables” mainly includes the elimination of loans granted by “la Caixa” to Criteria, cash positions held by the insurance subgroup and Criteria at “la Caixa” and the impacts of the mobilization of debt by the Group’s insurance companies with “la Caixa”. The balancing entries for these eliminations are in “Financial liabilities at amortized cost – Deposits from credit institutions” and “Financial liabilities at amortized cost – Customer deposits.” “Financial liabilities at amortized cost – Debt securities” includes the elimination of issues by “la Caixa” acquired by Criteria Group companies, with a balancing entry in “Available-for-sale financial assets – Debt securities.” Eliminations in “Insurance contracts related to pensions” under assets and “Liabilities under insurance contracts” under liabilities relate mainly to the surrender value of the policies entered into by “la Caixa” to hedge its employee pension commitments with Criteria Group companies. In addition, the necessary adjustments were made to reflect the results of the test for the adequacy of the recognized liabilities of the insurance activity that the CaixaBank Group must perform in accordance with IFRS 4 Insurance Contracts. In addition, due to the recognition of the 12.69% stake in Repsol-YPF, SA as an investment in an associate within the scope of the “la Caixa” Group’s reorganization (see “Reorganization of the “la Caixa” Group in this note), the adjustments to “Available-for-sale financial assets” and “Investments – Associates” include the market value of the stake at January 1, 2011, of €3,229,757 thousand. The recognition of the investment in Repsol-YPF, SA as an associate led to a decrease in the balances of “Tax assets – deferred” and “Valuation adjustments” of €284,343 thousand and €477,856 thousand, respectively, and an increase in the balance of “Own funds” of €762,199 thousand. - 30 - c. Combined consolidated income statement of the CaixaBank Group for the six months ended June 30, 2010. The table below, presented for information purposes only, shows the combined consolidated income statement of the CaixaBank Group for the six months ended June 30, 2010, illustrating the estimated result the CaixaBank Group would have obtained in the period had it begun operating at January 1, 2010: Combined consolidated income statement (Thousands of Euros) 30/06/2010 Interest and similar income Interest expense and similar charges Remuneration of capital having the nature of a financial liability NET INTEREST INCOME Return on equity instruments Share of profit (loss) of entities accounted for using the equity method Fee and commission income Fee and commission expense Trading income (net) Exchange differences (net) Other operating income Other operating expenses GROSS INCOME Administrative expenses Personnel expenses Other general administrative expenses Depreciation and amortization Provisions (net) Impairment losses on financial assets (net) PROFIT FROM OPERATIONS Impairment losses on other assets (net) Gains/(losses) on disposal of assets not classified as non-current assets held for sale Negative goodwill in business combinations Gains/(losses) on non-current assets held for sale not classified as discontinued operations PROFIT BEFORE TAX Income tax PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS Profit from discontinued operations (net) CONSOLIDATED PROFIT FOR THE PERIOD Profit attributable to the Parent Profit attributable to non-controlling interests 3,517,037 (1,657,462) 0 1,859,575 377,924 129,089 783,851 (104,863) 2,129 136,992 632,855 (407,972) 3,409,580 (1,450,517) (1,061,734) (388,783) (223,302) (138,398) (875,036) 722,327 (3,650) (1,435) 0 121,722 838,964 (89,567) 749,397 0 749,397 749,509 (112) - 31 - Following is a breakdown of the main captions in the CaixaBank Group's combined consolidated income statement for the six months ended June 30, 2010: Interest and similar income (Thousands of Euros) 30/06/2010 Central banks Credit institutions Loans and advances to customers and other finance income Debt securities Adjustments to income due to hedging transactions 12,705 17,335 2,726,262 773,449 (12,714) Total 3,517,037 Interest expense and similar charges (Thousands of Euros) 30/06/2010 Central banks Credit institutions Money market transactions through counterparties Customer deposits and other finance costs Marketable debt securities Subordinated liabilities Adjustments to expenses as a consequence of hedging transactions Interest cost attributable to pension fund Finance cost of insurance products 11,697 83,713 42 847,740 699,831 95,625 (526,569) 5,073 440,310 Total 1,657,462 Net fee and commission income (Thousands of Euros) 30/06/2010 Banking fees Mutual funds Insurance and pension plan sales Securities and other 494,647 64,496 77,910 41,935 Total 678,988 Impairment losses on assets (net) (Thousands of Euros) 30/06/2010 Loans and receivables Impairment charges Write-downs Recovery of loans written off Other financial instruments not measured at fair value through profit or loss General allowance for debt instruments Write-downs Equity instruments Valores representativos de deuda (870,852) (796,256) (97,913) 23,317 (4,184) Total (875,036) (4,184) 75 (4,259) “Gains/(losses) on non-current assets held for sale not classified as discontinued operations," amounting to €121,722 thousand, primarily relate to the gains on the sale of 0.16% and 0.86% of Telefónica, SA and Repsol-YPF, SA, respectively. - 32 - Regarding the combined consolidated income statement of the CaixaBank Group for the six months ended June 30, 2010, the combined consolidated income statement of the CaixaBank Group for the six months ended June 30, 2011 differs in that Repsol-YPF, SA is recognized as an associate and Compañía de Seguros Adeslas, SA is included within the scope of consolidation, affecting the heading “Share of profit (loss) of entities accounted for using the equity method” and “Other operating income.” Changes in the scope of consolidation Changes in the consolidation scope in the first six months of 2011 are detailed in note 9. Seasonality and materiality of transactions The cyclical or seasonal nature of the operations of the companies composing the CaixaBank Group is not significant. Therefore, these explanatory notes to the condensed interim consolidated financial statements for the first six months of 2011 do not include specific disclosures in that regard. In addition, in deciding what information to disclose in these condensed interim consolidated financial statements, materiality was assessed in relation to the interim period financial data. Events after the reporting period Between June 30, 2011 and the date these condensed interim consolidated financial statements were authorized for issue, no events occurred that had a significant effect on the statements. - 33 - 2. Accounting policies and measurement bases The accompanying condensed interim consolidated financial statements of CaixaBank were prepared using the same accounting principles, policies and criteria as those used in the Criteria Group’s and the “la Caixa” Group’s 2010 consolidated financial statements (see note 2 to the Criteria Group's and “la Caixa” Group’s 2010 consolidated financial statements), taking into consideration new IFRSs, amendments and interpretations that became effective in the first half of 2011 and Bank of Spain Circular 4/2004, which were not considered in the Criteria Group’s 2010 financial statement as they were not applicable at that time (see note 1). All accounting principles and measurement bases that could have a significant effect were applied in the preparation of the condensed interim consolidated financial statements. - 34 - 3. Shareholder remuneration and earnings per share Shareholder remuneration At the Ordinary Annual General Meeting of May 19, 2010, shareholders approved the distribution of a dividend of €0.06 per share against unrestricted reserves, up to a maximum amount of €201,773 thousand and payable in the first quarter of 2011. On March 1, 2011, the dividend was paid to shareholders, for a total amount of €201,099 thousand, including treasury shares. CaixaBank's shareholder remuneration policy will continue to entail quarterly dividend payments, in March, June, September and December. A new “Optional Scrip Dividend” remuneration scheme was approved at the Annual General Meeting of May 12, 2011. Under this program, in certain quarters shareholders can choose between the following three options: a) Receive shares via a scrip issue; b) Receive cash from the market sale of the rights allocated in the issue; or c) Receive cash from the sale to CaixaBank, at a price fixed by it, of the rights allocated during the capital increase. Shareholders may also combine these three options, at their discretion. Approval was also given at the Ordinary Annual General Meeting of May 12, 2011, for the purpose of conforming to this shareholder remuneration scheme, to carry out capital increases of up to €172,100 thousand, €229,200 thousand and €232,100 thousand and to delegate powers to the Board of Directors to establish the conditions of the capital increase. This delegation can be executed for a period of one year from the date of the adoption of the resolution by the Annual General Meeting. On June 27, 2011, the Board of Directors initiated the first dividend process under the Optional Scrip Dividend program, which ends in July with the issue of bonus shares to be delivered to shareholders opting to receive shares, and payment of the predetermined price to shareholders opting to receive cash. This payment liability was recognized under “Financial liabilities at amortized cost” in the accompanying condensed interim consolidated balance sheet for €35 million and relates to the estimated maximum amount CaixaBank will have to pay. It does not include the part corresponding to the majority shareholder (“la Caixa”) following the decision at its Board of Directors' meeting of June 30, 2011 to subscribe to the scrip issue. Shareholder remuneration in the period can be summarized as follows: Dividends (Thousands of Euros) Dividends paid from profits Dividends paid from reserves or share premium Acquisition of rights allocated in scrip issue(*) (*) Maximum recognized as a liability at June 30, 2011. Euros per share 0.060 0.051 Amount Payment date 201,099 March 1, 2011 35,230 July 20, 2011 - 35 - Earnings per share Basic earnings per share are calculated by dividing net profit or loss for the period attributable to equity holders of the Group by the weighted average number of shares outstanding during the period, excluding treasury shares. This calculation includes: • €1,500 million of mandatory convertible subordinated bonds issued by Criteria in June 2011 (see note 15). • 374,403,908 new shares issued under the scope of the reorganization which, for the purposes of calculating the average weighted number of shares for the period, were considered to have been issued on January 1, 2011 (see “Reorganization of the “la Caixa” Group” in note 1). Diluted earnings per share are calculated by dividing the net profit or loss for the period attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding less treasury shares after adjusting for dilutive potential ordinary shares (share options, warrants and convertible bonds). At June 30, 2011, there were no transactions involving potential ordinary shares that would lead to a difference between basic and diluted earnings per share. Dividends paid and earnings per share Calculation of basic and diluted earnings per share (Thousands of Euros) 30/06/2011 (**) Numerator Profit attributable to the Parent Denominator (thousands of shares) Average number of shares outstanding (*) Adjustment for issue of the mandatory convertible instruments Adjustment for scrip issue at June 30, 2011 Adjusted number of shares (Basic and diluted earnings per share denominator) Basic and diluted earnings per share (in euros) 833,474 3,351,545 31,553 374,404 3,757,502 0.22 (*) Average number of shares outstanding, excluding average number of treasury shares held during the period. (**) Basic and diluted earnings per share reported by Criteria CaixaCorp, SA for the six months ended June 30, 2010 amounted to €0.36. Taking the CaixaBank Group's combined income statement for the six months ended June 30, 2010 (see Note 1), basic and diluted earnings per share is €0.20. - 36 - 4. Risk management Credit risk NPL ratios of credit institutions continued to climb in the first half of 2011. The situation remains difficult due to the struggling economy and trends in real-estate sector assets. The CaixaBank Group's NPL ratio at June 30, 2011 stood at 4.30% (January 1, 2011:3.65%). The latest data available bear out CaixaBank's strong credit risk management position. In the first half of 2011, the Group continued to carefully implement measures to recover problem loans as soon as signs of any deterioration in debtor creditworthiness appeared, with constant monitoring. Meanwhile, the overall uptick in default levels throughout the economy is undermining credit quality, requiring banks to apply rigorous loan acceptance criteria. In any event, the Group has proceeded with the measures announced by “la Caixa” in 2009 to cushion the impact of the crisis on its customers when, despite their intention to repay their debt obligations, they encounter temporary difficulties in doing so. Where possible, after an in-depth analysis, CaixaBank considers matching a debtor's short-term payments to their actual repayment capacity, confident that deferral will help the transactions be completed successfully. The best option for each customer (e.g. grace periods, deferment clauses, debt consolidation, payment moratorium) is studied individually. By continuing these policies in the first half of 2011, the Group helped interested individuals to meet their debt obligations. Elsewhere, to minimize the impact of the downturn in the highly-cyclical real estate sector, the Group continued to acquire properties from real estate developer and construction customers with current or foreseeable difficulties in carrying out their businesses or remaining solvent, as a means of repaying their debt with the institution. These transactions are approved individually, and prices are based on a valuation, at least by an approved appraiser included in the Bank of Spain's Official Registry in accordance with ministerial order ECO/805/2003, adjusted to reflect current market conditions as appropriate. The CaixaBank Group acquires, develops, manages and sells real estate assets through BuildingCenter, SAU, a holding company and property services specialist, with a view to efficiently managing the investment, pursuing recovery and adding value and profitability. Within the scope of its global risk policies, in the first half of 2011 the Board of Directors approved the Real Estate Project Financing and the Debt Renegotiation policies, as provided for in Bank of Spain Circular 3/2010, of June 29, rule one 3 e) and g). The underlying criterion guiding the CaixaBank Group's management of problem assets in the real estate sector is to help borrowers meet their obligations. First, with the commitment of shareholders and other companies within the borrower group, the Group studies the possibility of granting grace periods so that the financed land can be developed, ongoing property development can be finalized and finished units can be sold. With regard to refinancing operations, the aim is to add new guarantees to reinforce guarantees already in place. The policy is to not exhaust the current margin of value provided by the initial guarantees with further mortgages. For completed projects, the Group analyses the possibility of helping to sell the finished units, through BuildingCenter, SAU. In all cases, detailed purchaser quality checks are run to ensure the feasibility of providing loans to the end buyers. Flexibility is only applied with regard to the financing percentages, ensuring that credit quality is not reduced under any circumstances. - 37 - Finally, when there is no reasonable possibility that the borrower can continue to maintain its position, the mortgaged asset is acquired. In cases where the price of the transaction is lower than the outstanding debt, the credit value is impaired in order to adjust it to the transfer value. Advances in risk management and implementation of the New Basel Capital Accord (NBCA) The following advances were made in the first half of 2011: The new business analysis system platform was rolled out in the entire network, allowing for a more detailed study of borrowers. In terms of loan acceptance procedures, new risk parameters were implemented for individuals and SMEs –including real estate developers- and the pricing and scoring cut-off levels were adjusted. Moreover, the property developer SMEs were included in the expected loss authorization system, a new personal guarantee acceptance model was implemented, and the preventive action plans already in place for loan monitoring were extended to acceptance processes. A commercial rate for mortgages was rolled out, entailing an additional spread to the risk-adjusted rate, affecting which officers are authorized to accept transactions. This innovation will be extended to other segments as well. Regarding the new risk-adjusted returns system, calculations per customer and transaction were processed. These calculations are scheduled to be extended to the entire network in fall 2011. Addition internal training on risk criteria was carried out at the Management Development Center. In the area of monitoring, advances were made in the application of expected loss criteria for accounts with nominal amounts, similar to the criteria applied in admission. Information regarding financing for property development, home purchasing, and foreclosed assets In line with the CaixaBank Group’s reporting transparency policy, the main data at June 30, 2011 and January 1, 2011 (date of the “la Caixa” Group’s reorganization for accounting purposes, see note 1) regarding financing for property development, home purchasing and foreclosed assets. The Group’s policy regarding problem assets in this sector and the status of liquidity and borrowing requirements on the markets are described in the sections on “Credit risk” and “Liquidity risk,” respectively, in this note. - 38 - Financing for real estate development The tables below show financing for real estate developers and developments, including development carried out by non-developers, at June 30, 2011 and January 1, 2011. The excess over the value of the guarantee is calculated as the difference between the gross amount of the loan and the value of the real collateral received after applying the weightings set out in Appendix IX of Bank of Spain Circular 4/2004. 30/06/2011 (Thousands of Euros) Gross amount Credit recognized by CaixaBank Group credit institutions Of which: doubtful Mortgage Personal Of which: substandard 24,520,121 4,961,007 4,021,447 939,560 3,271,924 Promemoria General allowance Asset write-offs Excess over value of collateral Specific allowances 3,738,072 2,144,375 1,696,265 1,205,915 490,350 448,110 1,397,690 344,971 1,835,000 295,548 01/01/2011 (*) (Thousands of Euros) Gross amount Credit recognized by CaixaBank Group credit institutions Of which: doubtful Mortgage Personal Of which: substandard Promemoria General allowance Asset write-offs 26,283,662 4,080,496 3,191,524 888,972 1,656,739 Excess over value of collateral Specific allowances 3,780,603 1,647,467 1,433,232 989,270 443,962 214,235 1,961,478 218,657 1,835,000 260,313 (*) See Note 1, “Comparison of information.” The amounts shown in the preceding tables do not include the loans extended by the CaixaBank Group to the “la Caixa” Group’s real estate companies, mainly the Servihabitat Group, which at June 30, 2011 and January 1, 2011 amounted to €3,298,374 and €4,087,946 thousand, respectively. Memorandum items: Data on the CaixaBank Group (Thousands of Euros) Total loans and advances to customers excluding public sector (businesses in Spain) Total consolidated assets (*) See Note 1, “Comparison of information.” Carrying amount 30/06/2011 01/01/2011 (*) 182,526,672 273,387,284 180,697,972 273,067,265 - 39 - The tables below show the breakdown of financing for real estate developers and developments, including developments carried out by non-developers, by collateral: By type of collateral (Thousands of Euros) Carrying amount 30/06/2011 01/01/2011 (*) Without mortgage collateral With mortgage collateral Completed buildings Homes Other Buildings under construction Homes Other Land Built land Other 1,901,693 22,618,428 14,345,169 11,431,582 2,913,587 3,858,228 3,596,911 261,317 4,415,031 1,669,751 2,745,280 2,043,594 24,240,068 14,053,604 11,561,748 2,491,856 5,391,332 4,678,217 713,115 4,795,132 1,730,212 3,064,920 Total 24,520,121 26,283,662 (*) See Note 1, “Comparison of information.” Financing for home purchases The breakdown of home loans for buyers at June 30, 2011 and January 1, 2011 is as follows: (Thousands of Euros) Gross amount 30/06/2011 01/01/2011 (*) Without mortgage collateral Of which: doubtful With mortgage collateral Of which: doubtful 361,721 7,494 69,670,276 949,429 392,011 8,008 69,662,405 971,091 Total home loans 70,031,997 70,054,416 (*) See Note 1, “Comparison of information.” Home purchase loans with a mortgage guarantee at June 30, 2011 and January 1, 2011, by the loan-tovalue (LTV) ratio, based on the latest available appraisal, are as follows: 06/2011 ousands of Euros) LTV ranges LTV ≤ 50% 50% < LTV ≤ 80% ss amount Of which: doubtful 18,585,211 67,943 42,698,266 561,375 80% < LTV ≤ 100% LTV > 100% TOTAL 7,921,639 304,631 465,160 15,480 69,670,276 949,429 - 40 - 01.01.2011 (*) (Thousands of Euros) LTV ranges LTV ≤ 50% 50% < LTV ≤ 80% Gross amount Of which: doubtful 17,725,423 55,756 80% < LTV ≤ 100% LTV > 100% TOTAL 8,598,884 346,434 634,881 21,056 69,662,405 971,091 42,703,217 547,845 (*) See Note 1, “Comparison of information.” Foreclosed assets The table below shows foreclosed assets by source and type of property at June 30, 2011. At January 1, the CaixaBank Group had no foreclosed assets on its balance sheet (see note 1, “Reorganization of the “la Caixa” Group”): Foreclosed real estate assets (Thousands of Euros) Property acquired in loans to real estate developers Completed buildings Homes Other Buildings under construction Homes Other Land Built land Other Property acquired in mortgage loans to homebuyers (1) Other property foreclosures Total 30/06/2011 Net carrying amount Of which: Allowances 150,185 101,617 30,511 20,750 93,886 7,731 19,100 1,650 9,275 2,529 9,235 40 2,486 43 39,293 7,232 15,966 23,327 3,156 4,076 79,561 3,975 11,106 932 233,721 42,549 (1) Does not include foreclosure rights deriving from auctions in the amount of €349 million net. Liquidity risk The CaixaBank Group's liquidity, composed of the net balance of interbank deposits and other monetary assets and liabilities, plus the balance that can be drawn on the credit facility with the European Central Bank (ECB), was €21,633 million and €19,638 million at June 30, 2011 and January 1, 2011, respectively. Based on its prudent liquidity management and an effort to maximize profits, the Group was able to increase its investment in extremely-solvent and readily-convertible assets, while reducing its exposure in interbank markets. The 2011-2014 Strategic Plan approved by the Board of Directors of the “la Caixa” Group calls for a liquidity level of over 5% of CaixaBank's assets. This level was comfortably met in the first half of 2011, with a level of 7.9% at June 30, 2011. This liquidity is sufficient to fund the Group's growth and future investment, and to refinance maturities of institutional issues in the years to come. As part of this approach to managing liquidity risk and to allow it to anticipate potential needs for lendable funds, the CaixaBank Group’s wide - 41 - variety of financing programs cover a number of maturity periods. This allows the Group to maintain adequate levels of liquidity at all times. In this respect, at June 30, 2011, the CaixaBank Group had enormous financing potential through the issue of mortgage and public sector covered bonds, as well as of government-backed issues. The financing capacity at June 30, 2011 and January 1, 2011, by type of instruments, is as follows: Issuance capacity (Thousands of Euros) Mortgage covered bond issuance capacity Regional covered bond issuance capacity Available issuances guaranteed by the state 30/06/2011 01/01/2011 (*) 20,401,171 5,812,179 13,753,000 21,952,000 4,822,350 13,753,000 (*) See Note 1, “Comparison of information.” Funding structure: 71% customer deposits at June 30, 2011. Total liquidity: €21,633 million (7.9% of the Group's assets) at June 30, 2011. The CaixaBank Group has €21,530 million in liquid assets as defined by the Bank of Spain in its liquidity statements. This amount can be readily converted, as it includes the haircuts required by the European Central Bank. Liquid assets (1) (Thousands of Euros) Liquid assets (nominal value) Liquid assets (market value and ECB cut) of which: State debt 30/06/2011 01/01/2011 (*) 28,444,818 21,530,113 6,295,200 27,323,290 20,268,038 3,657,735 (*) See Note 1, “Comparison of information.” (1) Bank of Spain liquidity statement criteria. The CaixaBank Group was extremely active on the capital markets in the first half of 2011, strategically anticipating refinancing needs for the year and raising finance from institutional investors to the tune of €5,876 million. It carried out three public placements for €4,500 million in mortgage covered bonds and several private issues of different instruments, such as plain vanilla bonds, public sector covered bonds and mortgage covered bonds, all targeting institutional investors. In addition, in June it issued €1,500 million of mandatory convertible subordinated bonds targeting all investor types (see notes 1, 5 and 15). These issues, targeting the capital markets and all investor types, further bolstered the Group's liquidity position. The CaixaBank Group's financing policies take into account a balanced distribution of issue maturities, preventing concentrations and diversifying financing instruments. Its reliance on wholesale funding is limited, while the maturities of institutional debt forecast for the coming years are as follows: Wholesale issue maturities (Thousands of Euros) 2011 2012 2013 > 2013 Mortgage covered bonds Regional covered bonds Senior debt Subordinated debt and preference shares 885,400 1,500,000 1,835,626 200,000 525,000 3,876,411 1,200,000 1,350,000 30,794,836 Total wholesale issue maturities 2,385,400 2,560,626 6,426,411 32,024,836 1,030,000 200,000 - 42 - Counterparty risk A year after the sovereign debt crisis broke out, not only does the situation remain unresolved, but -in the case of Greece- it has become considerably worse. While the European Financial Stability Fund (EFSF) and the International Monetary Fund (IMF) are negotiating a way out for the refinancing of Greece and Portugal, so far the Spanish government has managed to remain unscathed, but not easily. Nonetheless, most Spanish financial institutions are unable to tap the wholesale markets. With the ECB reducing its liquidity facilities, savings banks and banks have turned to Central Counterparty Clearing Houses (CCPs) for the discount of portfolio debt. Amid widespread wariness, interbank market transactions are still few and far between, including sales of debt under repurchase agreements (repo transactions) mostly using CCPs. As for other dealings with banking counterparties, the Group maintained its policy of maximum prudence, only trading in currencies settled through CLS (Continuous Linked Settlement), a paymentversus-payment system designed to eliminate settlement risk. Trading in OTC derivatives was restricted to counterparties with existing cash collateral agreements on the market value of the related transaction portfolio. Sluggish domestic demand in Spain has driven higher exports, boosting documentary credit confirming and diversifying banking risks. Exposure to credit institutions at June 30, 2011 was €10,836 million (January 1, 2011: €9,625 million). Market risk Average VaR (value at risk or the potential maximum daily loss with a 99% confidence level) in the first half of 2011 in treasury operations was €3.9 million. The highest market risk levels (i.e. €7.6 million) were reached in the first quarter, mainly as VaR anticipates a potentially different movement in daily market value of (Spanish and European) sovereign debt positions compared to the derivative instruments used to manage interest-rate risk. The VaR estimate is the highest amount obtained from applying parametric approaches to historical data of two different time horizons (75 and 250 trading days) and historical simulation of annual data. Monitoring of market risk is rounded off with in-depth analysis of the impact under extreme conditions (stress test) and verification of the model (back test). The table below presents average estimated VaR attributable to the different risk factors. As shown, the amounts used are moderate and concentrated mainly in risk from fluctuations in interest rate curves and credit risk premiums, while the weight of the rest of the market positioning factors is much smaller. VaR parameterized by risk factors (Thousands of Euros) Exchange rates Average VaR 1,990 Exchange rates Share price Inflation Share price 478 808 45 4 Volatility Volatility of interest for exchange rates rates 103 37 Volatility of credit Volatility spread of share price 1,696 113 Share correlation 29 Exchange rate risk arising from the balance sheet positions drawn up in foreign currency is minimized through market hedging of the risks assumed. - 43 - Structural balance sheet interest rate risk The CaixaBank Group manages this risk with a two-fold strategy: to reduce the sensitivity of net interest income to interest rate fluctuations and preserve the economic value of the balance sheet. To attain these objectives, the Group actively manages the risk by arranging additional hedging transactions on financial markets to supplement the natural hedges generated on its own balance sheet as a result of the complementary nature of the sensitivity to interest rate fluctuations of customer deposits and lending transactions. Even when balance sheet interest rate risk assumed by the CaixaBank Group is below levels considered significant (outliers), in keeping with the proposals of the NBCA and Bank of Spain regulations, it continues to take a series of steps towards more intense monitoring and management of balance sheet interest rate risk. - 44 - 5. Capital adequacy management Regulatory framework The capital adequacy of financial institutions is regulated at European level by the two community capital adequacy directives (2006/48/EC and 2006/49/EC) established in accordance with the agreement adopted in 2004 by the Basel Committee on Banking Supervision ("Basel II"). These were incorporated into Spanish law through Circular 3/2008, which now governs Spanish financial institutions and bases the determination of capital adequacy on three pillars: • Pillar 1: Minimum capital requirements • Pillar 2: Supervisory review • Pillar 3: Market disclosure After the G20 Seoul summit held on December 16, 2010, the Basel Committee on Banking Supervision (BCBS) published the definitive Basel III accord. The two final documents published by the BCBS are: “Basel III: A global regulatory framework for more resilient banks and banking system”, on bank capital adequacy, and “Basel III: International framework for liquidity risk measurement, standards and monitoring”, on liquidity risk. The two documents must be transposed in the EU Capital requirements directive (CRD IV) (scheduled for the third quarter of 2011) and, subsequently, into Spanish law for application from January 1, 2013. In Spain, Royal Decree-Law 2/2011 to strengthen the financial system was approved on February 18, establishing a general minimum capital requirement for financial institutions of 8% of risk-weighted assets. Core capital comprises: capital, reserves, share premiums, positive valuation adjustments, minority interests and, in addition, the instruments subscribed by the Fund for Orderly Bank Restructuring (FROB) and, temporarily, the instruments mandatorily convertible into shares before 2014 that meet certain requirements regarding high absorption of losses. Negative results and losses, negative valuation adjustments and intangible assets must be subtracted from these components. Based on the December 31, 2010 figures, the CaixaBank Group has core capital of 10.7%, well above the minimum requirement. Capital adequacy CaixaBank's risk-weighted assets (RWA) were estimated at €147,584 million at June 30, 2011. Profit of €833 million generated in the first half of 2011 has enabled the Group to comfortably maintain its organic capitalization rate despite the adverse backdrop. In addition, the reorganization of the “la Caixa” Group entailed a number of non-recurring transactions that affected CaixaBank’s capital adequacy levels. These mainly include: recognition of the interest in Repsol-YPF, S.A. under Associates (see note 1), the issue of mandatorily convertible subordinate bonds amounting to €1,500 million (see notes 1 and 15) and the sale of 50% of SegurCaixa Adeslas, SA de Seguros y Reaseguros (formerly VidaCaixa Adeslas de Seguros Generales y Reaseguros, SA; see note 9). The three capital adequacy ratios, Core Capital, Tier 1 and Total Tier at June 30, 2011 stood at 11.3%, with a surplus of €4,836 million over the minimum requirement. The CaixaBank Group’s long-term ratings stand at Aa2 (Moody's), A+ (Standard & Poor's), and A+ (Fitch). - 45 - The following table details the CaixaBank Group’s eligible equity: (Thousands of Euros) 30/06/2011 (*) Amount + Capital, reserves, profits and non-controlling interests - Goodwill, intangible assets and other 20,909,726 (4,266,600) Core Capital 16,643,126 + Preference shares - Deductions of Basic Capital 4,937,586 (4,937,586) Basic Capital (Tier 1) 16,643,126 + Subordinated financing + Eligible general provisions and others - Deductions of Second-category Basic Capital Second-category Capital (Tier 2) 31/12/2010 (**) in % Amount in % 18,162,719 (4,745,576) 11.3% 13,417,143 8.9% 4,947,586 (4,947,586) 11.3% 150,000 158,078 (308,078) 13,417,143 8.9% 150,000 160,902 (310,902) 0 0.0% 0 0.0% Total Own Funds (Total) 16,643,126 11.3% 13,417,143 8.9% Minimum Capital Requirements (Pillar 1) 11,806,720 8.0% 12,033,538 8.0% 4,836,406 3.3% 1,383,605 0.9% Capital cushion Memorandum items: risk-weighted assets (*) Estimated data. (**) Proforma information. 147,584,000 150,419,225 - 46 - 6. Remuneration and other benefits paid to key management personnel and executives Note 23 to the Criteria Group's 2010 consolidated financial statements provides details on remuneration and other benefits paid to directors and senior executives in 2010. The table below shows remuneration paid in the six months ended June 30, 2011. Remuneration of directors Details of remuneration and other benefits received by the members of the Board of Directors of CaixaBank (formerly Criteria) as of June 30, 2011 are as follows: Remuneration and other benefits to members of the Board of Directors(*) (Thousands of Euros) 30/06/2011 Fixed remuneration Contributions to pension plans 2,629 255 Total 2,884 (*) 18 people at June 30, 2011. The remuneration disclosed in the above table excludes employee salaries paid to Directors in their capacities as employees other than at the senior executive level. CaixaBank also has a group third-party liability insurance policy to cover its directors and executives. The premiums accrued on this policy to June 30, 2011 amounted to €117 thousand. CaixaBank does not have any pension obligations with former or current members of the Board of Directors in their capacity as such. Remuneration received in the first half of 2011 by the directors of CaixaBank in connection with their duties as representatives of the CaixaBank on the Boards of listed companies and other companies in which CaixaBank has a significant presence or representation amounted to €1,054 thousand, recognized in the companies' respective income statements. These amounts do not include the remuneration of the Chairman of the Board of Directors, since this is disclosed in the relevant section of this note. CaixaBank is understood to have a significant presence or representation in all the Group subsidiaries and, in general, all other companies in which it holds an ownership interest of 20% or more. - 47 - Remuneration of executives Following reorganization of the “la Caixa” Group (see Note 1), CaixaBank's senior management at June 30, 2011 comprised 24 people, holding the following positions: CEOs (4), Senior Executive Vice Presidents (5), Executive Directors (14) and General Secretary (1). The following table presents total remuneration paid to members of CaixaBank's senior management in the first half of 2011 related to the periods in which they belonged to this group. This remuneration is recognized in "Personnel expenses" in CaixaBank's income statement. (Thousands of Euros) 30/06/2011 Short-term employee benefits Post-employment benefits Other non-current benefits Termination benefits 7,544 1,968 74 Total 9,586 Total remuneration received by executives is calculated considering the total received for representing the Parent on the boards of directors of listed companies and other companies in which it has a significant presence or representation. Specifically, remuneration received by executives of CaixaBank in the first half of 2011 for representing the Parent on the boards of directors of these companies amounted to €264 thousand, recognized in the companies’ respective income statements. - 48 - 7. Financial assets The breakdown of financial assets at June 30, 2011 and January 1, 2011 by nature and category, excluding “Cash and balances with central banks” and “Hedging derivatives” is shown in the following table. Where applicable, all assets are shown net of impairment provisions: 30/06/2011 (Thousands of Euros) Held-for-trading portfolio Other financial assets at FV through profit and loss Available-forsale financial assets Loans and advances to credit institutions Loans and advances to customers Debt securities Equity instruments Trading derivatives 1,021,969 50,334 1,808,554 83,315 128,240 31,031,384 4,429,648 Total 2,880,857 211,555 35,461,032 Loans and Held-to-maturity receivables investments TOTAL 7,075,635 187,770,970 1,665,172 7,416,690 7,075,635 187,770,970 41,218,530 4,608,222 1,808,554 196,511,777 7,416,690 242,481,911 01/01/2011 (*) (Thousands of Euros) Held-for-trading portfolio Loans and advances to credit institutions Loans and advances to customers Debt securities 1,177,420 Equity instruments 56,025 Trading derivatives 1,884,274 Total 3,117,719 Other financial asset sat FV through profit and loss Available-forsale financial assets 79,121 128,364 32,417,076 4,288,876 207,485 36,705,952 Loans and Held-to-maturity receivables investments TOTAL 8,485,471 185,221,207 1,788,715 7,389,398 8,485,471 185,221,207 42,851,730 4,473,265 1,884,274 195,495,393 7,389,398 242,915,947 (*) See Note 1, “Comparison of information.” Available-for-sale financial assets Financial assets classified as available for sale are measured at fair value, with any changes recognized, net of the related tax effect, in equity as valuation adjustments. - 49 - The breakdown of the balance of this heading in the accompanying condensed interim consolidated balance sheet by nature of the related transaction is as follows: (Thousands of Euros) 30/06/2011 01/01/2011 (*) Debt securities Spanish government debt securities Treasury bills Government bonds and debentures Other Foreign government debt securities Issued by credit institutions Other Spanish issuers Other foreign issuers Equity instruments Shares in listed companies Shares in unlisted companies Ownership interests in investment funds and other 31,049,356 19,371,523 1,963,455 16,077,610 1,330,458 1,412,654 2,464,757 2,886,124 4,914,298 4,429,648 4,237,777 157,427 34,444 32,435,048 15,919,258 2,156,044 12,507,826 1,255,388 3,449,979 1,518,434 3,730,815 7,816,562 4,288,876 3,966,144 214,399 108,333 Total 35,479,004 36,723,924 (17,972) (17,972) 35,461,032 36,705,952 Less, impairment provisions: Debt securities Total (*) See Note 1, “Comparison of information.” The amount shown for the portfolio of debt securities at June 30, 2011 includes €21,940 million of investments related to the CaixaBank Group’s insurance activity. Debt securities related to the insurance activity classified as available-for-sale financial assets at January 1, 2011 amounted to €21,390 million. Loans and receivables Lending under CaixaBank Group management stands at €188,916 million, a year-on-year increase of 3.4% or €6,218 million. This increase highlights the CaixaBank Group’s commitment to supporting the personal and business projects of its customers. Bearing in mind the general credit clampdown among other Spanish banking institutions, this sets CaixaBank apart from its peers and has enabled it to continue increase its market share in consumer lending. At the end of May 2011, this share was 11.1% (+1pp from June 2010), the largest in the industry according to the latest available information. The contained growth in NPLs in the CaixaBank Group’s loan portfolio underscores its superior quality compared to the rest of the sector. The NPL ratio at June 30, 2011, stood at 4.30%, thanks to the high quality of the loan book, stringent risk management and an extremely intense loan recovery effort. This compares favorably to sector average of 6.5% at May 2011. The NPL coverage ratio improved in the second quarter of 2011 to 67% (139% factoring in mortgage collateral). - 50 - The following table shows the changes in doubtful loans and advances to customers in the first half of 2011: (Thousands of Euros) 30/06/2011 Balance at January 1 Add: Additions Less: Standardized, foreclosed and other assets Assets written-off 7,134,038 3,239,373 (1,286,153) (623,171) Balance at June 30 8,464,087 The detail of doubtful loans and advances to customers by type and counterparty is as follows: (Thousands of Euros) 30/06/2011 01/01/2011 (*) Public sector Private sector Mortgage loans Other loans Credit accounts Factoring Commercial loans Other credit 48,914 8,415,173 5,959,769 1,428,698 616,506 30,830 111,893 267,477 25,928 7,108,110 4,932,612 645,018 1,099,638 23,498 124,038 283,306 Total 8,464,087 7,134,038 (*) See Note 1, “Comparison of information.” Provisions for lending and contingent risks at June 30, 2011 amounted to €3,854 million, €626 million more than at January 1, 2011. General loan loss provisions inherent in CaixaBank's financial assets amount to €1,835 million, approximately 100% of the alpha component, so providing the Group with high flexibility and financial strength facing adverse scenarios going forward. - 51 - The following table shows the movement in the first half of 2011 in impairment provisions relating to “Loans and receivables”: (Thousands of Euros) Balance at 01/01/2011 (*) Net allowances Amounts used Specific allowances Loans and advances to credit institutions Loans and advances to customers Public sector Other sectors Debt securities General allowance Loans and advances to customers Country risk allowances 3,194,751 4,901 3,189,068 338 3,188,730 782 1,760,059 1,760,059 2,393 1,320,601 1 1,320,632 (22) 1,320,654 (32) (180) (180) (2) (534,584) (4,894) (529,690) (529,690) Total 4,957,203 1,320,419 (534,584) 0 Transfers and others (157,676) Balance at 30/06/2011 88 88 (10) 3,823,092 8 3,822,334 338 3,821,996 750 1,759,967 1,759,967 2,381 (157,598) 5,585,440 (157,676) 22 (157,698) (*) See Note 1, “Comparison of information.” “Transfers and others” relates mainly to the transfer of provisions recognized to hedge against the risk of insolvency in connection with loan transactions by CaixaBank cancelled through the acquisition of real estate assets by BuildingCenter, SAU. The breakdown of assets which, based on the analyses carried out, are considered assets with substandard risk or doubtful assets for reasons other than customer default, by collateral at June 30, 2011 and January 1, 2011 is as follows: 30/06/2011 Substandard and impaired assets determined individually (Thousands of Euros) Substandard Doubtful Carrying amount Impairment charge Carrying amount Impariment charge Personal Mortgage Other 432,823 4,113,933 137,649 89,873 540,905 27,109 987,519 973,002 13,689 406,854 190,204 3,695 Total 4,684,405 657,887 1,974,210 600,753 Collateral 01/01/2011 (*) Substandard and impaired assets determined individually (Thousands of Euros) Substandard Doubtful Carrying amount Impariment charge Carrying amount Impariment charge Personal Mortgage Other 711,679 2,008,507 73,186 130,813 221,507 11,860 781,908 605,463 40,658 310,436 143,465 13,140 Total 2,793,372 364,180 1,428,029 467,041 Collateral (*) See Note 1, “Comparison of information.” - 52 - Held-to-maturity investments “Held-to-maturity investments” in the accompanying condensed interim consolidated balance sheet is composed of Spanish government debt securities and government-backed securities instruments issued by banks. - 53 - 8. Non-current assets held for sale This item in the balance sheet includes assets from purchases and foreclosures in payment of loans which are not included as assets for own use, investment property or inventories, and assets initially classified as investment property, once the decision to sell them has been made. The change in this balance sheet heading in the first six months of 2011 is as follows: 30/06/2011 (Thousands of Euros) Foreclosed assets Other assets Total Gross balance at 01/01/2011 (*) Additions in the year Disposals due to sale Transfers 330,411 283,959 (11,854) 13,622 362,193 229,994 (364,476) 289 692,604 513,953 (376,330) 13,911 Gross balance at 30/06/11 616,138 228,000 844,138 Less: Impairment Total (66,830) 549,308 (3,585) 224,415 (70,415) 773,723 (*) See Note 1, “Comparison of information.” “Foreclosed assets” comprise foreclosure rights pending allocation, for a net amount of €349 million. Of this amount, €171 million relate to rights acquired prior to February 27, 2011. As provided for in the Framework Agreement governing the terms of the Group’s reorganization, these will be acquired by Servihabitat XXI, SAU at their net carrying amount. Note 4 Risk management provides details on the remaining foreclosed assets by source and type of property. Additions in the period to “Other assets” include the carrying amount of the hospital group, comprising ten hospitals, excluded from the sale of 50% of SegurCaixa Adeslas to Mutua Madrileña (see note 9). On May 23, 2011, Criteria (currently CaixaBank) filed a significant event notice in which it reported that it had reached a preliminary agreement to transfer a stake of 80% in the hospital group to the private investment entity Goodgrower, SA. The agreed selling price for the stake is approximately €190 million The transaction is expected to be completed in the third quarter of the year once the definitive contracts have been signed, the conditions generally applicable to this type of operation have been met and the pertinent regulatory authorizations has been secured. In addition, “Other assets” includes the value of onerous contracts to finance specific assets at Aris Rosen, SA, assets arising from the termination of operating leases and amounts awarded in judicial proceedings in asset foreclosures. - 54 - 9. Business combinations, acquisition and disposal of ownership interests in subsidiaries, jointly controlled entities, associates and available-for-sale investments Notes 2.4 and 3 of Criteria Group's 2010 consolidated financial statements set out the criteria used to determine the classification of companies as subsidiaries, jointly controlled entities, associates or available-for-sale equity instruments, along with the consolidation and measurement bases used for each for the purpose of preparing the consolidated annual financial statements. For a better understanding of the CaixaBank Group's structure after the reorganization of the “la Caixa” Group, Appendix 1 to these condensed interim consolidated financial statements provides a list of companies included in the scope of consolidation. For the preparation of these condensed interim consolidated financial statements for the first half of 2011, the same accounting principles, policies and criteria as those used in 2010 were used, taking into consideration new IFRSs, interpretations and amendments that were not effective as at December 31, 2010 and became effective in the current reporting period. Subsidiaries The main changes in the first half of 2011 are as follows: BuildingCenter, SAU CaixaBank subscribed to a €500 million capital increase carried out by BuildingCenter, SAU—of which it has paid €250 million—so that this company could take over the management, administration and ownership of the real estate assets acquired or foreclosed by CaixaBank, SA. At June 30, 2011, the CaixaBank Group's stake in BuildingCenter, SAU was 100%. Serviticket, SA After the alliance entered into between CaixaBank Group and Live Nation-Ticketmaster for the management of ticket sales, CaixaBank Group sold 100% of Serviticket, SA to Ticket Master in the first half of 2011. The sale generated a pre-tax gain of €11 million (€8 million, net of taxes) recognized under “Gains/(losses) on disposal of assets not classified as non-current assets available for sale” the accompanying condensed interim consolidated income statement. Serveis Informàtics la Caixa, SA CaixaBank subscribed €72 million in the capital increase carried out by Serveis Informàtics la Caixa, SA. At June 30, 2011, the CaixaBank Group held a 100% stake in that company. Jointly controlled entities The main changes occurring in the first half of 2011 are as follows: SegurCaixa Adeslas, SA de Seguros y Reaseguros (formerly VidaCaixa Adeslas de Seguros Generales y Reaseguros, SA) In January 2011, Criteria (currently CaixaBank) and Mutua Madrileña announced that they had signed a deal to develop a strategic alliance in non-life insurance. In accordance with this agreement and after having secured all pertinent administrative authorizations prior to June 30, 2011, CaixaBank recognized the sale to Mutua Madrileña of a 50% stake in SegurCaixa Adeslas, SA de Seguros y Reaseguros (hereinafter SegurCaixa Adeslas). The formalization of the strategic alliance was announced in a significant event filing with the CNMV on July 14. - 55 - The deal amounted to €1,075 million, with Mutua Madrileña paying €1,000 million in cash and SegurCaixa Adeslas contributing its health insurance subsidiary Aresa Seguros Generales, S.A. which, prior to the transaction, was valued by an independent expert at €150 million. SegurCaixa Adeslas is now 50%-owned by Mutua Madrileña and 49.9%-owned by Criteria, with the remainder held by minority shareholders. The transactions resulted in the loss of CaixaBank’s control over SegurCaixa Adeslas. Consequently, CaixaBank recognized gains of €609 million (€450 million after tax) under “Gains/(losses) on disposal of assets not classified as non-current assets held for sale” in the accompanying condensed interim consolidated income statement, and derecognized the carrying amount of the entire business at June 30, 2011 (€1,343 million). At that same date, the CaixaBank Group's 49.9% stake in SegurCaixa Adeslas was consolidated using the equity method. The net gain of €450 million includes €145 million related to the fair value measurement of the 49.9% interest the CaixaBank Group retains in SegurCaixa Adeslas, measured at €877 million. In determining the fair value of the residual stake, no control premium was included. The following table shows the main changes in the balance sheet that would have occurred at June 30, 2011 had the Group carried the stake retained in SegurCaixa Adeslas using proportionate consolidation. (Millions of Euros) 30/06/2011 Increa s e i n tota l a s s ets contri buted by Vi da Ca i xa Ades l a s to Ca i xa Ba nk Group Decl i ne i n a s s ets due to a ppl i ca ti on of equi ty method Increa s e i n l i a bi l i ti es i n the mos t s i gni fi ca nt hea di ngs Fi na nci a l l i a bi l i ti es a t a morti zed cos t Li a bi l i ti es under i ns ura nce contra cts 971 (647) 93 327 Prior to the transaction, CaixaBank acquired 100% of SegurCaixa Adeslas' group of hospitals, which had been excluded from the agreement with Mutua Madrileña (see note 8). - 56 - Associates The main changes in the first half of 2011 are as follows: Repsol-YPF, SA In the first half of 2011, CaixaBank sold a 0.17% stake and bought a 0.30% stake in Repsol-YPF, SA, implying a net 0.13% increase in its holding in this company. At June 30, 2011, CaixaBank's shareholding in Repsol-YPF, SA stood at 12.82%. The Bank of East Asia, LTD In the first half of 2011, CaixaBank acquired an additional 0.52% of The Bank of East Asia, LTD. At June 30, 2011, the CaixaBank Group held a 15.72% stake in this company.. Impairment losses on associates The CaixaBank Group has a methodology, described in notes 3.7 and 8 to the Criteria Group's consolidated annual financial statements, in place for performing half-yearly assessments of potential indicators of impairment in the carrying amounts of investments in associates. Based on the assessments made at June 30, 2011, there was no need to recognize any additional impairment. Available-for-sale equity instruments The main changes are as follows: Telefónica, SA In the first half of 2011, CaixaBank invested €279 million to acquire a 0.37% holding in Telefónica, SA, placing its total interest in that company at 5.40% at June 30, 2011. - 57 - Capital gains from listed companies The table below presents a breakdown of the percentage of ownership and market value of the main listed companies classified as associates, jointly controlled entities and available-for-sale equity instruments. (Thousands of Euros) Company Telefónica, SA Repsol-YPF, SA Grupo Financiero Inbursa Erste Group Bank AG The Bank of East Asia, LTD Banco BPI, SA Boursorama, SA Bolsas y Mercados Españoles SHMSF, SA (AFS) (ASSOC) (ASSOC) (ASSOC) (ASSOC) (ASSOC) (ASSOC) (AFS) 30/06/2011 % stake Market value 01/01/2011 (*) % stake Market value 5.40% 12.82% 20.00% 10.09% 15.72% 30.10% 20.74% 5.01% 5.03% 12.69% 20.00% 10.10% 15.20% 30.10% 20.81% 5.01% 4,151,795 3,746,836 2,352,791 1,380,780 919,021 302,460 148,578 85,982 3,891,452 3,230,118 2,185,745 1,342,202 972,566 375,196 144,026 74,692 Market value 13,088,243 12,215,997 Cost 11,011,518 10,474,040 2,076,725 1,741,957 Gross unrealized gain (*) See Note 1, “Comparison of information.” (ASSOC)= Associates; (AFS) = Available-for-sale In the first half of 2011, active management of the investee portfolio generated total gains of €6 million (€5 million net of tax). Goodwill The breakdown of goodwill at June 30, 2011 and January 1, 2011 arising from companies consolidated using the equity method is as follows: (Thousands of Euros) Grupo Financiero Inbursa (1) The Bank of East Asia, LTD (2) SegurCaixa Adeslas, SA de Seguros Generales y Reaseguros (3) Banco BPI, SA Boursorama, SA Comercia de la Caixa, Entidad de Pago, SL (4) Self Trade Bank, SA Other Total 30/06/2011 01/01/2011 (*) 697,875 513,301 393,938 350,198 66,306 53,410 16,317 715,968 540,913 2,091,345 1,787,797 350,198 66,306 64,680 16,317 33,415 (*) See Note 1, “Comparison of information.” (1) Equivalent value in euros recognized in Mexican pesos at each date. (2) Recognized in Hong Kong dollars at each date. Also includes the first-consolidation difference arising from the acquisition in the first six months of 2011 and exchange rate differences (€14 million). (3) Provisional allocation to goodwill of the fair value of the stake in SegurCaixa Adeslas, SA de Seguros Generales y Reaseguros. (4) The variation is due to the partial reclassification from “Goodwill” to “Intangible assets”. - 58 - 10. Property and equipment This heading in the accompanying condensed interim consolidated balance sheet includes the acquired properties held to earn rentals or for own use. Changes in the period In the first six months of 2011, items of property and equipment worth €103 million were acquired. Operating income from investment property is recognized under “Other operating income” in the consolidated income statement and operating expenses under “Other operating expenses.” In the first half of 2011, an amount of €324,211 thousand was derecognized following the change in the method for consolidating SegurCaixa Adeslas after the sale of the 50% stake to Mutua Madrileña (see note 9). In the first six months of 2011, no gains or losses on any individual sale were significant. Commitments to acquire items of property and equipment At June 30, 2011, the CaixaBank Group had no significant commitments to acquire items of property and equipment. - 59 - 11. Intangible assets Goodwill The change in this condensed interim consolidated balance sheet heading in the first six months of 2011 is as follows: Changes in goodwill (Thousands of Euros) Balance at 01/01/2011 (*) Less: Retirement due to disposal of 50% of SegurCaixa Adeslas, SA (Note 9) Balance at 30/06/11 1,179,172 (446,188) 732,984 (*) See Note 1, “Comparison of information.” Goodwill is tested for impairment at the end of each reporting period or when there are indications that the unit to which goodwill has been allocated may be impaired. At June 30, 2011, there was no need to recognize any impairment. Other intangible assets The change in this condensed interim consolidated balance sheet heading in the first six months of 2011 is as follows: Other intangible assets (Thousands of Euros) Gross balance at 01/01/2011 (*) Add: Additions of software and others Less: Retirement due to disposal of 50% of SegurCaixa Adeslas, SA (Note 9) Amortization charged to results 1,050,645 29,190 (603,106) (85,741) Gross balance at 30/06/11 Less: Impairment 390,988 TOTAL 390,575 (*) See Note 1, “Comparison of information.” (413) - 60 - 12. Other assets "Other assets" in the accompanying condensed interim consolidated balance sheet includes inventories and other assets relating to normal operations on financial markets and with customers. At June 30, 2011, “Other assets – Inventories” came to €42,023 thousand, of which €33,719 thousand consisted of land and property under construction. These assets are measured at the lower of cost, including financial charges, and realizable value, understood to be the estimated net selling price less the estimated production and marketing costs. Note 4 Risk management provides details on foreclosed assets, classified into "Non-current assets held for sale" (see note 8) and "Other assets – Inventories" by source and type of property. At June 30, 2011 there are no indications of impairment of inventories in addition to the amounts recognized. - 61 - 13. Financial liabilities Breakdown The detail of the balance of “Financial liabilities” in the accompanying condensed interim consolidated balance sheet by nature of the related financial instrument at June 30, 2011 and January 1, 2011 is as follows: 30/06/2011 (Thousands of Euros) Held-for-trading portfolio Deposits from central banks Deposits from credit institutions Customer deposits Marketable debt securities Trading derivatives Subordinated liabilities Short positions Other financial liabilities Total Other financial liabilities at FV through profit and loss 226,727 Financial liabilities at amortized cost 820,292 10,871,712 147,393,225 44,108,664 3,911,133 820,292 10,871,712 147,619,952 44,108,664 1,794,608 6,881,468 1,221,654 3,911,133 213,986,494 217,229,483 1,794,608 6,881,468 1,221,654 3,016,262 226,727 TOTAL 01/01/2011 (*) (Thousands of Euros) Held-for-trading portfolio Deposits from central banks Deposits from credit institutions Customer deposits Marketable debt securities Trading derivatives Subordinated liabilities Short positions Other financial liabilities Total (*) See Note 1, “Comparison of information.” Other financial liabilities at FV through profit and loss 210,464 Financial liabilities at amortized cost 3,189,360 0 19,088,402 142,316,151 44,210,750 1,854,303 6,888,664 744,386 3,189,360 215,482,863 218,292,016 19,088,402 142,105,687 44,210,750 1,854,303 6,888,664 744,386 2,598,689 210,464 TOTAL - 62 - Details of issues, buy-backs or redemptions of debt securities The table below provides a detail at June 30, 2011 of the outstanding balance of debt securities issued by CaixaBank or any CaixaBank Group company, along with the movement in the first six months of 2011. 30/06/2011 (Thousands of Euros) Outstanding balance at 01/01/2011 Buy-backs or Issues redemptions (1) Adjustments for exchange rates and others Outstanding balance at 30/06/2011 Debt securities issued by a European Union member state that have required the filing of a prospectus 51,099,414 5,875,961 (5,580,582) (404,661) 50,990,132 Total 51,099,414 5,875,961 (5,580,582) (404,661) 50,990,132 (1) Includes changes in treasury shares. Other issues guaranteed by the Group At June 30, 2011 and 2010, there were no debt securities issued by associates or third parties (outside the Group) guaranteed by CaixaBank or any Group company. - 63 - Individual details of certain issues, buy-backs or redemptions of debt securities The main features of issues, buy-backs or redemptions made by CaixaBank in the first six months of 2011 are as follows: CaixaBank Group at 30/06/2011 Details of the issuing entity Details of issues, buy-backs or redemptions made in the first six months of 2011 Credit rating of issue or issuer (Moody's/S&P) Entity Relationship with entity Country of residence Caixabank Caixabank Caixabank Caixabank Caixabank Caixabank Caixabank Caixabank Parent Parent Parent Parent Parent Parent Parent Parent Spain Spain Spain Spain Spain Spain Spain Spain Aaa / Aaa / Aaa / Aaa / AAA Aaa / AAA Aaa / AAA Aaa / AAA Aaa / AAA ES0414970139 ES0414970162 ES0414970204 ES0414970246 ES0414970402 ES0414970444 ES0414970519 ES0414970584 Caixabank Parent Spain Aaa / AAA ES0414970659 Caixabank Parent Spain Aaa / AAA ES0414970667 Caixabank Caixabank Caixabank Parent Parent Parent Spain Spain Spain Aaa / AAA Aaa / AAA Aaa / AAA ES0414970642 ES0414970634 ES0414970634 Caixabank Parent Spain Aaa / AAA ES0414970683 ISIN Caixabank Parent Spain Aaa / AAA ES0414970675 FTGENCAT 3, FTA FTGENCAT 3, FTA Caixabank Caixabank Caixabank Caixabank Caixabank Caixabank Caixabank Subsidiary Subsidiary Parent Parent Parent Parent Parent Parent Parent Spain Spain Spain Spain Spain Spain Spain Spain Spain Various Various Other business Other business Aa2 / AAAaa / Aa1 / AAAa2 / AA-/A+ Aa2/A+ ES0314970189 ES0414970691 ES0314970106 ES0314970163 ES0314970197 ES0314970205 Type of security Type of transaction Mortgage covered bond Mortgage covered bond Mortgage covered bond Mortgage covered bond Mortgage covered bond Mortgage covered bond Mortgage covered bond Mortgage covered bond Redemption Buy-back Buy-back Buy-back Buy-back Redemption Buy-back Buy-back Issue Mortgage covered bond Buy-back Issue Mortgage covered bond Buy-back Mortgage covered bond Issue Mortgage covered bond Issue Mortgage covered bond Issue (2) Issue Mortgage covered bond Buy-back Issue Mortgage covered bond Buy-back Securitization bonds Redemption Securitization bonds Redemption Promissory notes (net) (3) Redemption Structured debenture Issue Regional covered bond Issue Plain vanilla bond Redemption Plain vanilla bond Buy-back Plain vanilla bond Issue Plain vanilla bond Issue Issue or redemption date 05/04/2011 09/05/2011 Currency Amount EUR EUR EUR EUR EUR EUR EUR EUR 22/02/2011 EUR 18/03/2011 EUR 18/03/2011 18/03/2011 30/03/2011 EUR EUR EUR 27/04/2011 EUR 13/05/2011 EUR 21/03/2011 26/03/2011 EUR EUR EUR EUR EUR EUR EUR EUR EUR 15/02/2011 23/05/2011 21/04/2011 09/03/2011 21/06/2011 (2,249,600) (100) (15,800) (6,000) (15,108) (883,144) 5,500 29,400 2,000,000 (4,350) 1,250,000 (3,550) 74,000 470,000 100,000 1,250,000 (1,050) 180,000 (98,000) (18,111) (19,111) (2,162,030) 1,961 200,000 (120,004) (9,524) 200,000 150,000 305,379 (1) The margin is growing and is revised quarterly. (2) This is a €470,000 increase on the issue dated 18/03/2011. (3) According to the promissory notes issue program (filed with the CNMV on 25/11/10, with a maximum outstanding nominal balance of EUR 12,000 million). (4) The interest rate is known on each payment date and fluctuates in line with the performance of a portfolio of underlying Telefónica shares. (5) The margin is growing and is revised quarterly. (6) The margin is growing and is revised quarterly (the current margin prevails until 09/09/11). (7) The margin is growing and is revised quarterly (the current margin prevails until 21/09/11). Outstanding amount at 30/06/2011 1,394,300 2,362,700 2,315,650 2,448,192 731,500 955,000 1,899,700 1,136,350 74,000 470,000 100,000 1,163,950 82,000 182,417 232,428 798,611 1,961 200,000 965,476 200,000 150,000 Interest rates Market in which it is listed Collateral 5.250% 4.500% 3.875% 3.625% 4.625% E3M+55pb (1) 3.750% 3.125% AIAF AIAF AIAF AIAF AIAF AIAF AIAF AIAF Entity's capital Entity's capital Entity's capital Entity's capital Entity's capital Entity's capital Entity's capital Entity's capital 5.000% AIAF Entity's capital 4.750% AIAF Entity's capital 4.977% 4.706% 4.706% AIAF AIAF AIAF Entity's capital Entity's capital Entity's capital 5.125% AIAF Entity's capital 4.471% E3M+3bp E3M+4bp Various Variable (4) 2.738% E3M+240bp (5) 3.750% E3M+45bp (6) E3M+10bp (7) AIAF Entity's capital Barcelona Stock Exchange Barcelona Stock Exchange AIAF AIAF AIAF AIAF AIAF AIAF AIAF Entity's capital Entity's capital Entity's capital Entity's capital Entity's capital Entity's capital Entity's capital Entity's capital Entity's capital - 64 - In the first six months of 2011, CaixaBank assumed the issue of €30 million by Caixa Finance, BV on April 18, 2004. As a result, at June 30, 2011, Caixa Finance, BV had no outstanding debt issue. Individual details of certain issues of subordinated liabilities The main features of issues made by CaixaBank in the first six months of 2011 are as follows: CaixaBank at 30/06/2011 Details of the issuing entity Entity Relationship Country of with entity residence Caixabank Parent Spain Details of issues, buy-backs or redemptions made in the first six months of 2011 Credit rating of issue or issuer (Moody's/S&P) A- ISIN Type of security ES0113249009 Preference shares Type of transaction Buy-back Issue or redemption date Currency EUR Amount Outstanding amount at Interest rates 30/06/2011 (10,000) 10,000 E6M+175bp (10,000) Market in which it is listed AIAF Collateral Entity's capital - 65 - 14. Provisions The table below presents the balances at June 30, 2011 and January 1, 2011 and the nature of provisions recognized in the accompanying balance sheet: (Thousands of Euros) Provisions for pensions and similar Supplementary guarantees for employee obligations Supplementary guarantees for partial retirement program Employee obligations Early retirement programs Length of service bonuses and other Internal pension funds of Group companies Provisions for taxes and other legal contingencies Provisions for taxes Other legal contingencies Contingent liabilities and commitments Country risk allowance Allowance for identified losses Contingent liabilities Contingent commitments Allowance for inherent losses Other provisions Losses from agreements not formalized and other risks Onerous contracts to finance specific assets Ongoing legal proceedings Other funds Total (*) See Note 1, “Comparison of information.” 30/06/2011 01/01/2011 (*) 2,168,064 641,199 60,333 1,076,261 336,658 48,480 5,133 144,922 129,382 15,540 122,776 115 47,987 2,237,808 635,715 58,626 1,088,302 401,971 47,932 5,262 167,424 152,603 14,821 122,876 115 48,075 30,189 17,798 36,736 11,339 74,674 363,050 118,843 153,202 58,154 32,851 74,686 419,883 177,180 137,501 72,835 32,367 2,798,812 2,947,991 - 66 - 15. Changes in equity The following table details the impact on equity of the corporate transactions carried out within the “la Caixa” Group’s reorganization (see “Reorganization of the “la Caixa” Group in note 1) at January 1, 2011: (Thousands of Euros) Balance at 31/12/2010 of Criteria Group Effects of the businesses received and transferred Difference between carrying amount and market value of businesses received Difference between carrying amount and market value of businesses transferred Capital increase Share capital Share premium Other adjustments to equity Recognition of Repsol-YPF, SA as an associate rather than an available-for-sale financial asset and application of IFRS 4 to the insurance business. Balance at 01/01/2011 of CaixaBank Group Equity 14,703,013 4,358,672 2,378,896 (64,469) 2,044,245 374,404 1,669,841 820,154 820,154 19,881,839 Own funds At December 31, 2010, CaixaBank had 3,362,889,837 shares in issue with a par value of €1 each. Consolidated own funds stood at €13,024,555 thousand and consolidated equity at €14,703,012 thousand. The impact on Criteria’s own funds and consolidated equity related to the reorganization of the “la Caixa” Group’s businesses is described in detail in note 1. Specifically, on June 30, 2011, CaixaBank increased capital, with effect for accounting purposes from January 1, 2011, through the issuance of 374,403,908 new shares, delivered fully to "la Caixa," for €2,044,245 thousand. This capital increase fell under the scope of the corporate transactions envisaged in the reorganization of the “la Caixa” Group (see note 1). At 30 June 2011, CaixaBank’s share capital comprised 3,737,293,745 shares with a par value of €1 each. Meanwhile, “Other equity instruments” corresponds to the June 2011 issue of €1,500 million worth of subordinated bonds mandatorily convertible into CaixaBank shares within the scope of the reorganization of the “la Caixa” Group (see note 1). The term of the issue is 30 months. 50% of the issue must be converted after 18 months and the remaining 50% at 30 months. The securities bear a 7% annual coupon, payment of which is fully discretionary. If no coupon is paid, the bondholder has the right to exchange the bond for CaixaBank shares early. The conversion price was set at €5.25. The first coupon payment is September 30, 2011, with the remaining coupons to be paid on the 30th of the last month of each calendar quarter, except the final coupon, which will be paid on maturity of the bonds on December 10, 2013. - 67 - “Other increases/(decreases) in equity” in the accompanying condensed consolidated statement of changes in equity for the six months ended June 30, 2011 includes, in the column “Accumulated reserves/(losses)”, €15 million of cost directly attributable to the issue of own equity instruments described in the preceding paragraphs (see note 1). “Dividends” in the accompanying condensed consolidated statement of changes in equity for the six months ended June 30, 2011 includes, in the column “Accumulated reserves/(losses)”, the estimated maximum amount (€35 million) the CaixaBank Group will have to pay to acquire the acquisition rights allocated in the capital increase to minority shareholders (see note 3 “Shareholder remuneration and earnings per share.”). The acquisition as treasury shares of shares of shareholders who exercised their right of withdrawal (see “Reorganization of the “la Caixa” Group in note 1) reduce the CaixaBank Group’s equity by €233,786 thousand. This amount is recognized in the column “Less: treasury shares” in the accompanying condensed consolidated statement of changes in equity for the six months ended June 30, 2011. At the Annual General Meeting of May 12, 2011, shareholders approved the following distribution of Criteria’s profit for 2010 (€1,134 million): (Thousands of Euros) Amount Basis of appropriation Profit for the year Appropriation To interim dividends: Interim dividend approved on July 29, 2010 Interim dividend approved on November 4, 2010 Interim dividend approved on December 2, 2010(*) To reserves: Total 1,133,903 669,774 200,893 200,937 267,944 464,129 1,133,903 (*) The amount recognized at December 31, 2010 amounts to €269,031 thousand and is the maximum amount distributable ex-treasury shares. Valuation adjustments Valuation adjustments include mainly the net amount of unrealized changes in the fair value of financial assets classified as available for sale, as well as the amounts of valuation adjustments recognized in the equity of associates. - 68 - Non-controlling interests “Non-controlling interests” represents the net portion of equity of subsidiaries attributable to equity instruments not owned, directly or indirectly, by CaixaBank, including the shares of profit for the period. - 69 - 16. Related party transactions All transactions and balances between consolidated companies at June 30, 2011 were eliminated on consolidation. The detail of the most significant balances held by the Group with “la Caixa”, with associates, jointly controlled entities, directors and senior executives, and other related parties (relatives and companies with links to members of the Board of Directors of “la Caixa” and CaixaBank, the Control Committee of “la Caixa” and Senior Executives, to the best of the Institution's knowledge), as well as the impact on the income statement of related party transactions, are shown in the following table: 30/06/2011 (Thousands of Euros) Associates and jointly controlled entities Directors and senior executives 218,707 267,038 10,584 185,474 6,904 260,134 9,176 1,408 69,093 116,381 0 485,745 10,584 185,474 633,256 1,010,585 379,219 41,733 29,443 334,463 51,572 71,176 386,035 Significant shareholders ASSETS Loans and advances to credit institutions (2) Loans and advances to customers Reverse repurchase agreement (repos) Mortgage loans Other loans and credits Total LIABILITIES Deposits from credit institutions Customer deposits (3) Off-balance sheet liabilities (4) Total 0 633,256 PROFIT AND LOSS Interest expense and similar charges (5) Interest and similar income Total 0 OTHER Contingent liabilities – Guarantees Contingent commitments – Drawable by third parties (6) 1,389,804 (4,299) 1,404 (477) 95 (3,925) 3,440 (2,895) (382) (485) 8,607 463,866 Accrued defined benefit post-employment obligations Total Other related parties (1) 67 6,574 32,308 85,239 54,043 0 472,473 60,684 117,547 (1) Family members and entities related to members of the Board of Directors of "la Caixa" and CaixaBank, the Control Committee of "la Caixa" and Senior Executives and other related parties such as the employee pension plan ,etc. (2) Includes loans, credits, debt securities and reciprocal accounts. (3) Includes deposits, marketable debt securities and subordinated debt. (4) Includes mutual funds, insurance contracts, pension funds and post-employment obligations contributed. (5) Does not include the finance cost relating to off-balance sheet liabilities. (6) Includes amounts drawable against commercial risk lines and reverse factoring transactions. At June 30, 2011, there was no evidence of impairment to the value of the financial assets or the guarantees or contingent commitments held with key management personnel and executives. - 70 - At June 30, 2011, the balances of loans arranged with directors and senior executives had an average maturity of 23 years and bear interest at an average rate of 1.84%. Finance provided in the first half of 2011 to directors and senior executives amounted to €160 thousand, with an average maturity of 7.5 years and earning interest at an average rate of 0.30%. In the first half of 2011, the directors of the Parent did not carry out any transactions with the Parent or Group companies outside the normal course of business or that were not conducted on an arm’s length basis. None of these transactions involves any material amounts affecting the correct interpretation of the Group’s consolidated financial statements. Description of the relationship between "la Caixa" and CaixaBank In order to strengthen the Criteria Group's transparency, autonomy and good governance, as well as to limit and regulate conflicts of interest, Criteria and “la Caixa” signed an internal relations protocol (“the Initial Protocol”) on September 10, 2007. So as to bring the Initial Protocol to line with the distribution of “la Caixa” and CaixaBank functions and activities arising from the implementation of the reorganization operations, on July 1, 2011, the parties deemed it fit to enter into a new internal relations protocol (“the Protocol”), whose main object is: (i) to develop the basic principles that should govern relations between "la Caixa" and CaixaBank, in that the latter is the instrument through which the former indirectly carries on its financial activities; (ii) to delimit CaixaBank's main fields of activities, taking into account its nature as the bank through which “la Caixa” indirectly carries on its financial activities; (iii) to define the general parameters that are to govern any business or services relationship that CaixaBank Group companies may have with “la Caixa” Group companies; as well as (iv) to govern the proper flow of information to permit “la Caixa” -and, insofar as is necessary, CaixaBank too- to draw up its financial statements and to meet its period reporting and oversight duties with regard to the Bank of Spain, the CNMV and other regulatory bodies. According to the Protocol, which is publicly available at www.caixabank.com, any new intragroup service or transaction shall always be made in writing and shall be governed by the general principles contained therein. - 71 - 17. Segment information Segment reporting is carried out on the basis of internal control, monitoring and management of the CaixaBank Group's activity and results, and developed in accordance with the various areas of business established with regard to the Group's structure and organization. The business segments are defined bearing in mind the inherent risks and management characteristics of each. For the purposes of business segment reporting of activities and income, the core business units on which accounting and management figures are available are taken as a reference. The same general principles are applied as those used in Group management information, and the measurement, valuation bases and accounting principles applied are basically the same as those used to prepare the interim financial statements, with no asymmetric allocations. In order to facilitate understanding of the information provided and to enable a standardized analysis of trends in the CaixaBank Group’s business segments during the first half of 2011, upon completion of reorganization of the “la Caixa” Group, combined CaixaBank Group financial information for the first half of 2010, broken down by business segments, has been prepared for comparative purposes, using the same criteria and assumptions. CaixaBank's different business segments are: • Banking and insurance: this is the CaixaBank Group’s core business. It includes the entire banking business (loans and receivables, customer deposits, rendering of financial services to Group clients, investment funds marketing, insurance and pension plans, cash management, etc.) carried out in Spain through the branch network and the other complementary channels. It encompasses the activity and the profits generated from the Group’s customers, whether individuals, companies or institutions. The banking and insurance segment also comprises management of interest rate and balance sheet liquidity risks by the Assets and Liabilities Committee (ALCO) , by overseeing institutional market issues, own funds, and investment and financing for the Equity Investment business. • Investments: includes the recurring results of investments in the international banking investee portfolio (G.F. Inbursa, The Bank of East Asia, Erste Bank, Banco BPI and Boursorama) and the investments in Repsol-YPF, SA and Telefónica. The gross income of “Investments” includes dividend income and income from companies accounted for using the equity method, net of the related financing charge, equivalent to the opportunity cost of holding the investment over the long term. Segment operating expenses include both direct and indirect expenses, which are allocated in accordance with internal distribution methods. Capital is assigned to the different business segments by distributing all CaixaBank Group equity, based on internal Group economic capital models, taking into account the risks assumed by each business segment. In order to facilitate understanding and analysis of trends in the different business segment profit and loss items, non-recurring profit and loss has been identified separately in the accompanying income statements. Nevertheless, in order to reflect the contribution to total profit, the net attributable amount is reassigned to each business segment. - 72 - The performance of the CaixaBank Group in the six months ended June 30, 2011 and 2010 is shown below by business segment: Consolidated Income statement for the CaixaBank Group. Details by business segment (Millions of Euros) Banking and insurance Investments Non-recurring profit/(loss) TOTAL CAIXABANK GROUP January-June January-June January-June January-June 2011 2010 (*) 2011 2010 (*) 2011 1,725 1,960 (182) (100) 19 772 416 19 679 364 667 Gross income 2,932 3,022 485 Administrative expenses Depreciation and amortization (1,465) (184) (1,442) (223) Profit from operations 1,283 1,357 Impairment on financial and other assets (1,029) Net interest income Dividends and profits due to application of the equity method Net fee and commission income ROF and other operating income and expense (9) 476 476 2011 2010 (*) 1,543 1,860 488 686 772 416 507 679 364 388 3,417 3,410 (1,588) (184) (1,451) (223) (9) 379 (868) 489 2010 (*) 379 (114) (114) 1,645 1,736 (1,393) (1,014) (364) (146) (478) (146) 252 722 629 123 618 117 Operating profit 254 Gains/(losses) on derecognition of assets and other gains (11) Profit before tax 243 483 476 379 151 (23) 870 839 Income tax (69) (132) 52 28 (20) 15 (37) (89) Profit for the period 174 351 528 407 131 (8) 833 750 174 351 528 407 131 (8) 833 750 458 (332) 126 5 94 (102) (102) 5 94 (463) 332 (131) 300 249 533 501 833 750 (6) Profit attributable to non-controlling interests Attributable profit Non-recurring net profit Non-recurring profit Non-recurring write-offs Net non-recurring profit/(loss) Total attributable profit (94) 102 8 (*) See Note 1, “Comparison of information.” Total assets and capital assigned to “Banking and insurance” at June 30, 2011 amount to €258,837 million and €14,764 million, respectively. Total assets and capital assigned to “Investments” at June 30, 2011 amount to €14,550 million and €6,328 million, respectively. The market value of the listed portfolio in the “Investments” segment amounted to €13,088 million at June 30, 2011, of which €8,850 million relate to investments in companies accounted for using the equity method (income of €311 million). Attributable profit (Thousands of Euros) January-June 2011 2010 (*) Banking and insurance Investments 300,045 533,429 248,564 500,945 Total profit attributable to reporting segments 833,474 749,509 Unattributed results Elimination of internal results (between segments) Add: Other results (including result attributable to non-controlling interests Add: Income tax and/or results of gains/(losses) on discontinued operations TOTAL PROFIT BEFORE TAX (*) See Note 1, “Comparison of information.” (366) 37,307 870,415 (112) 89,567 838,964 - 73 - The income of the CaixaBank Group for the six months ended June 30, 2011 and 2010 are as follows by segment and geographical area: Distribution of interest and similar income by geographical area (Thousands of Euros) CaixaBank 2011 Domestic market Export a) European Union b) OECD countries c) Other countries Total CaixaBank Group 2011 2010 (*) 2010 3,200,039 3,100,389 3,683,310 3,509,320 8,361 7,451 7,693 7,313 8,361 7,451 7,717 7,337 910 380 910 380 3,208,400 3,108,082 3,691,671 3,517,037 (*) See Note 1, “Comparison of information.” Ordinary income (*) (Thousands of Euros) January-June Ordinary income from customers 2011 Ordinary income between segments (**) 2010 Banking and insurance Spain Other countries Investments Spain Other countries 6,105,470 6,095,253 10,217 667,560 526,383 141,177 4,954,513 4,943,793 10,720 488,371 359,367 129,004 Total 6,773,030 5,442,884 2011 0 Total revenue income 2010 0 2011 2010 6,105,470 6,095,253 10,217 667,560 526,383 141,177 4,954,513 4,943,793 10,720 488,371 359,367 129,004 6,773,030 5,442,884 (*) Correspond to the following captions of the CaixaBank Group's published income statement calculated pursuant to Bank of Spain Circular 4/2004. 1. Interest and similar income 4. Return on equity instruments 5. Share of profit (loss) of entities accounted for using the equity method 6. Fee and commission income 8. Trading income (net) 10. Other operating income (**) No ordinary income between segments. Banking and insurance income generated from financing of the rest of the businesses has not been recognized as this segment's ordinary income. - 74 - 18. Average number of employees The following table shows the breakdown of average headcount by gender for the six months ended June 30, 2011 and 2010. Average number of employees (Number of employees) 30/06/2011 30/06/2010 CaixaBank CaixaBank Group Criteria CaixaBank Group Male Female 13,019 12,171 14,275 13,997 43 62 737 1,087 Total 25,190 28,272 105 1,824 By way of information, the “la Caixa” Group had 27,476 employees at June 30, 2010, of which 14,245 were men and 13,231 were women. - 75 - 19. Contingent liabilities and commitments The breakdowns of “Contingent liabilities” and “Contingent commitments” in the accompanying balance sheet are as follows: Contingent liabilities (Thousands of Euros) 30/06/2011 01/01/2011 (*) Bank guarantees and other indemnities Assets assigned to third-party obligations Documentary credits Other guarantees and collateral deposited Other contingent commitments 4,464,870 35,435 1,080,819 3,831,792 106,046 4,261,585 35,435 896,341 3,903,000 Total 9,518,962 9,096,361 (*) See Note 1, “Comparison of information.” Contingent commitments (Thousands of Euros) Drawable by third parties Credit institutions Public sector Other sectors 30/06/2011 Limit Drawable 133,639,910 499,916 7,092,515 126,047,479 of which: conditionally drawable Other contingent commitments Total (*) See Note 1, “Comparison of information.” 133,639,910 49,537,573 397,283 3,427,264 45,713,026 01/01/2011 (*) Limit Drawable 136,615,567 898,079 6,241,255 129,476,233 49,711,546 147,207 3,576,958 45,987,381 6,050,427 6,474,784 3,732,458 3,321,657 53,270,031 136,615,567 53,033,203 - 76 - 20. Other required disclosures Disclosures required under the Mortgage Law In accordance with regulations governing the mortgage market, issuers of mortgage covered bonds are required to disclose relevant information regarding their issues. Consequently, CaixaBank presents the following information regarding its total mortgage covered bond issues: 1. Information on support and privileges available to holders of mortgage-backed securities issued by the Group CaixaBank is the only Group entity that issues mortgage covered bonds. The principal and interest of the mortgage covered bonds issued by the CaixaBank Group are specially secured (there being no need for registration in the Property Register) by a mortgage on all those entered in CaixaBank’s name, without prejudice to its unlimited liability. The mortgage-backed securities include the holder’s financial claim on CaixaBank, secured as indicated in the preceding paragraphs, and may be enforced to claim payment from the issuer after maturity. The mortgage-backed bonds confer on the holders the status of special preferential creditors set out in article 1923, section 3 of the Civil Code, vis-à-vis all other creditors in relation to all the mortgage loans and credits registered in the issuer's name. All holders of these securities, regardless of the issue date, enjoy the same priority over the loans and credits backing the securities. The members of CaixaBank’s Board of Directors expressly indicate that CaixaBank has implemented policies and procedures guiding all activities carried out in respect of mortgage market issues. These policies and procedures ensure strict compliance with prevailing applicable mortgage market regulations. These policies and procedures include the following aspects, among others: - Ratio between loans and credits and the appraisal value of the mortgaged property - Ratio between the borrower’s debt and income, as well as verification of the borrower’s solvency and other information provided - Avoidance of imbalances between inflows from the hedging portfolio and payment outflows in respect of securities issued - Appropriate procedures for selecting independent appraisers - 77 - 2. Disclosures on mortgage market security issues The nominal value of mortgage covered securities issued by CaixaBank and in circulation at June 30, 2011 and January 1, 2011 is as follows: Mortgage certificates issued (Thousands of Euros) 30/06/2011 01/01/2011 (*) Mortgage certificates issued in public offers Residual maturity less than 3 years Residual maturity between 3 and 5 years Residual maturity between 5 and 10 years Mortgage certificates not issued in public offers Residual maturity less than 3 years Residual maturity between 3 and 5 years Residual maturity between 5 and 10 years Residual maturity over 10 years 2,679,356 567,604 490,047 1,621,705 37,392,273 11,935,437 9,986,985 11,341,010 4,128,841 2,679,356 567,604 2,111,752 36,034,526 10,533,142 8,745,830 9,837,306 6,918,247 Total 40,071,629 38,713,882 (*) See Note 1, “Comparison of information.” The nominal value of mortgage participations issued by CaixaBank and outstanding at June 30, 2011 and January 1, 2011 is as follows: Mortgage participations issued (Thousands of Euros) 30/06/2011 01/01/2011 (*) Mortgage participations issued in public offers Mortgage participations not issued in public offers Residual maturity less than 3 years Residual maturity between 3 and 5 years Residual maturity between 5 and 10 years Residual maturity over 10 years 0 2,169,823 45,347 75,274 304,922 1,744,280 0 2,213,925 48,973 77,361 301,347 1,786,244 Total 2,169,823 2,213,925 (*) See Note 1, “Comparison of information.” - 78 - The nominal value of mortgage transfer certificates issued by CaixaBank and outstanding at June 30, 2011 and January 1, 2011 is as follows: Mortgage transfer certificates (Thousands of Euros) 30/06/2011 01/01/2011 (*) Mortgage transfer certificates issued in public offers Mortgage transfer certificates not issued in public offers Residual maturity less than 3 years Residual maturity between 3 and 5 years Residual maturity between 5 and 10 years Residual maturity over 10 years 0 15,825,293 179,042 367,138 2,468,300 12,810,813 0 15,938,138 176,801 375,551 2,201,798 13,183,988 Total 15,825,293 15,938,138 (*) See Note 1, “Comparison of information.” 3. Information regarding mortgage loans and credits The nominal value of all CaixaBank’s mortgage loans and credits, as well as of those that are eligible to be included in the mortgage covered bonds issue limit, in accordance with applicable regulations, is as follows: Nominal value of outstanding mortgage loans and credits (Thousands of Euros) Nominal value of outstanding mortgage loans and credits (**) Nominal value of outstanding mortgage loans and credits eligible without considering limits to calculated as per article 12 of Royal Decree 716/2009 of April 24 (***) 30/06/2011 01/01/2011 (*) 104,724,525 105,992,112 51,368,526 52,102,050 (*) See Note 1, “Comparison of information.” (**) Does not include securitized assets. (***) Considering the limits based on criteria set out in article 12 of Royal Decree 716/2009, of April 24, the amounts would be €51,195,055 thousand and €51,892,495 thousand and June 30, 2011 and January 1, 2011, respectively. - 79 - Information on all pending mortgage loans and credits and on those that are eligible without taking into account the calculation limits set out in article 12 of Royal Decree 716/2009 of April 24 is provided below: Mortgage loans and credits (Thousands of Euros) By currency Euros Other By payment situation Normal Past-due By average residual maturity Up to 10 years From 10 to 20 years From 20 to 30 years Over 30 years By type of interest rate Fixed Floating Mixed By purpose Business activity – real estate development Business activity - other Home finance By collateral Completed buildings - residential (**) Completed buildings – commercial Completed buildings – other Buildings under construction - residential (**) Buildings under construction – commercial Buildings under construction – other Land – built land Land - other 30/06/2011 01/01/2011 (*) Total eligible portfolio of loans and credits Total eligible portfolio of loans and credits Total eligible portfolio of loans and credits Total eligible portfolio of loans and credits 104,724,525 104,509,525 215,000 104,724,525 96,204,572 8,519,954 104,724,525 15,837,801 24,213,344 52,494,723 12,178,657 104,724,525 602,221 103,751,886 370,418 104,724,525 18,740,621 15,641,727 70,342,178 104,724,525 84,984,719 2,771,979 5,531,319 5,772,033 59,578 552,342 3,662,045 1,390,511 51,368,526 51,339,519 29,007 51,368,526 50,425,773 942,752 51,368,526 3,505,288 11,249,940 30,909,707 5,703,591 51,368,526 113,195 51,027,703 227,628 51,368,526 4,185,721 3,302,325 43,880,480 51,368,526 49,089,749 152,027 227,152 863,079 431 7,250 943,334 85,504 105,992,112 105,759,224 232,888 105,992,112 98,818,244 7,173,867 105,992,112 15,962,906 23,663,587 52,615,545 13,750,074 105,992,112 951,639 104,664,918 375,554 105,992,112 20,109,564 15,605,881 70,276,667 105,992,112 84,634,942 2,892,146 5,681,139 6,656,827 94,145 631,669 4,081,011 1,320,233 52,102,050 52,073,955 28,095 52,102,050 51,001,513 1,100,537 52,102,050 3,833,190 11,148,312 31,087,247 6,033,300 52,102,050 219,241 51,652,839 229,970 52,102,050 4,984,682 3,543,931 43,573,436 52,102,050 49,355,810 213,268 253,597 1,068,305 9,088 11,880 1,119,792 70,311 (*) See Note 1, “Comparison of information.” (**) Of which €3,346,039 thousand and €1,928,227 thousand have subsidized housing as collateral, over total eligible mortgage loans and credits in accordance with Royal Decree 716/2009, respectively. CaixaBank’s loan and credit portfolio eligible for use in the calculation of the mortgage covered bonds issue limit shown in the preceding table, may be immediately extended up to €75,591 million. Mortgage market law establishes that the volume of unmatured mortgage covered bonds issued by an entity may not exceed 80% of the principal amount of outstanding mortgage loans and credits that meet certain eligibility requirements. - 80 - The amounts available (committed amounts not drawn down) of the entire mortgage loans and credits portfolio pending repayment at June 30, 2011 and January 1, 2011 are as follows: Available for loans and mortgage loans (Thousands of Euros) 30/06/2011 01/01/2011 (*) Potentially eligible Other 6,905,748 18,263,176 6,802,507 15,882,794 Total 25,168,924 22,685,301 (*) See Note 1, “Comparison of information.” The nominal value of all ineligible mortgage loans and credits pending repayment is provided below, along with indication of those loans and credits that are not eligible because they exceed the limits set out in article 5.1 of Royal Decree 716/2009 but otherwise comply with the remaining requirements for eligible mortgage loans and securities, set out in article 4 of the aforementioned Royal Decree. Non-eligible loans and mortgage loans (Thousands of Euros) 30/06/2011 01/01/2011 (*) Not eligible: other criteria Not eligible: for LTV 43,242,599 10,113,401 43,254,818 10,635,244 Total 53,355,999 53,890,062 (*) See Note 1, “Comparison of information.” Details of the eligible mortgage loans and credits subject to CaixaBank’s mortgage covered bonds issues at June 30, 2011 and January 1, 2011, according to the principal amount pending collection on loans and credits, divided by the latest fair value of the corresponding collateral (LTV), are as follows: Eligible mortgage loans and credits (Thousands of Euros) 30/06/2011 01/01/2011 (*) Mortgage on home Transactions with LTV below 40% Transactions with LTV between 40% and 60% Transactions with LTV between 60% and 80% Transactions with LTV over 80% Other assets received as collateral Transactions with LTV below 40% Transactions with LTV between 40% and 60% Transactions with LTV over 60% 49,923,356 4,755,490 12,550,810 25,636,199 6,980,857 1,445,170 400,583 843,775 200,812 50,403,092 5,750,709 14,661,010 29,991,373 Total 51,368,526 52,102,050 1,698,958 560,229 968,391 170,338 (*) See Note 1, “Comparison of information.” At June 30, 2011 and January 1, 2011, no replacement assets were assigned to issuances of mortgage covered bonds. The calculation of collateralization and overcollateralization of CaixaBank’s mortgage covered bonds issues at June 30, 2011 and January 1, 2011 is as follows: - 81 - (Thousands of Euros) Non-bearer mortgage covered bonds Bearer mortgage covered bonds recognized in customer deposits Bearer mortgage covered bonds registered with credit institutions 30/06/2011 01/01/2011 (*) 37,653,471 1,425,000 993,158 36,115,668 1,495,000 1,103,214 Mortgage covered bonds issues (A) 40,071,629 38,713,882 Portfolio of loan and credit collateral for mortgage covered bonds (B) 104,724,525 105,992,112 (B)/(A) 261% 274% [(B)/(A)]-1 161% 174% Collateralization: Overcollateralization: (*) See Note 1, “Comparison of information.” - 82 - Appendix 1 Companies in the scope of consolidation of the CaixaBank Group Company name and activity Registered office % holding Direct Total Subsidiaries AgenCaixa, SA Agencia de Seguros Insurance agency Complex Torres Cerdà. Juan Gris, 20 - 26 8014 Barcelona 0.00 99.50 Aris Rosen, SAU Services Av. Diagonal, 662 8034 Barcelona 100.00 100.00 BuildingCenter, SA Services Av. Diagonal, 621-629 8028 Barcelona 100.00 100.00 Caixa Capital Micro, SCR de Régimen Simplificado, SAU Venture capital management Av. Diagonal, 613 3º A 8028 Barcelona 100.00 100.00 Caixa Capital Pyme Innovación, SCR de Régimen Simplificado, SA Venture capital management Av. Diagonal, 613 3º A 8028 Barcelona 80.65 80.65 Caixa Capital Risc, SGECR, SA Venture capital management Av. Diagonal, 613 3º A 8028 Barcelona 99.99 100.00 Caixa Capital Semilla, SCR de Régimen Simplificado, SA Venture capital management Av. Diagonal, 613 3º A 8028 Barcelona 100.00 100.00 Caixa Corp, SA Holding company Av. Diagonal, 621-629 8028 Barcelona 100.00 100.00 Caixa Emprendedor XXI, SA Support to entrepreneurship projects and innovation-related projects Av. Diagonal, 613 3º B 8028 Barcelona 100.00 100.00 Caixa Finance, BV Finance Prins Bernhardplein 200 1097 JB Amsterdam Netherlands 100.00 100.00 Caixa Girona Gestió, SGIIC, SAU Investment fund management Creu, 31 17002 100.00 100.00 Girona Caixa Girona Pensions, EGFP, SA Pension fund management Creu, 31 17002 100.00 100.00 Girona Caixa Preference, SAU Finance Av. Diagonal 621-629 8028 Barcelona 100.00 100.00 CaixaRenting, SAU Vehicle and machinery rentals Gran Via de les Corts Catalanes, 130 - 136 Pl. 5 8038 Barcelona 100.00 100.00 Caixa de Barcelona Seguros de Vida, SA de Seguros y Reaseguros Insurance Juan Gris, 20-26 8014 Barcelona 100.00 100.00 - 83 - Companies in the scope of consolidation of the CaixaBank Group Company name and activity Registered office % holding Direct Total Subsidiaries Catalunya de Valores, SGPS, UL Holding company Rua Júlio Dinis, 891 4º 4050-327 Massarelos (Porto) Portugal 100.00 100.00 Cegipro, SAS Real estate 20, rue d'Armenonville 92200 Neuilly-sur-Seine Paris France 0.00 100.00 Caixa Girona Mediació, Sociedad de Agencia de Seguros Vinculada, SA Insurance Complex Torres Cerdà. Juan Gris, 20 - 26 8014 Barcelona Girona 0.00 100.00 Corporación Hipotecaria Mutual, EFC, SA Mortgage credit Av. Diagonal, 611 2º A 8028 Barcelona 100.00 100.00 e-la Caixa 1, SA Electronic channel management Provençals, 39 (Torre Pujades) 8019 Barcelona 100.00 100.00 Estugest, SA Administrative activities and services Av. Sant Francesc, 36 1º 2ª 17001 Girona 100.00 100.00 FinanciaCaixa 2, EFC, SA Finance Av. Diagonal, 621-629 8028 Barcelona 99.67 100.00 Finconsum, EFC, SA Consumer finance Gran Via Carles III, 87, bajos 1º B 8028 Barcelona 100.00 100.00 GDS-Correduría de Seguros, SL Insurance brokerage Av. Diagonal, 427 bis - 429 1ª pl 8036 Barcelona 67.00 67.00 GDS-CUSA, SA Services Gran Via de les Corts Catalanes, 130 -136 8038 Barcelona 100.00 100.00 GestiCaixa, SGFT, SA Securitisation fund management Av. Diagonal, 621-629 Torre II Pl. 8 8028 Barcelona 91.00 100.00 Hodefi, SAS Holding company 20, rue d'Armenonville 92200 Neuilly-sur-Seine Paris France 0.00 100.00 Holret, SAU Real estate services Av. Diagonal, 621-629 Torre II Pl. 8 8028 Barcelona 100.00 100.00 InverCaixa Gestión, SGIIC, SA Management of collective investment institutions Av. Diagonal, 621-629 Torre II Pl. 7 8028 Barcelona 100.00 100.00 Inversiones Inmobiliarias Oasis Resort, SL Services Av. Del Mar, s/n (Urbanización Costa Teguise) 35009 Teguise-Lanzarote 60.00 60.00 - 84 - Companies in the scope of consolidation of the CaixaBank Group Company name and activity Registered office % holding Direct Total Subsidiaries Inversiones Inmobiliarias Teguise Resort, SL Services Av. Del Jablillo, 1 (Hotel Teguise Playa) (Urb.Costa Teguise) 35009 Teguise-Lanzarote 60.00 60.00 Invervida Consulting, SL Holding company Complex Torres Cerdà. Juan Gris, 20 - 26 8014 Barcelona 0.00 100.00 PromoCaixa, SA Product marketing Av. Carles III 105 1ª pl. 8028 Barcelona 99.99 100.00 Recouvrements Dulud, SA Finance 20, rue d'Armenonville 92200 Neuilly-sur-Seine Paris France 0.00 100.00 SCI Caixa Dulud Property management 20, rue d'Armenonville 92200 Neuilly-sur-Seine Paris France 0.00 100.00 Serveis Informàtics la Caixa, SA Provision of IT services Avinguda Diagonal, 615 8028 Barcelona 100.00 100.00 Silc Immobles, SA Real estate management and administration Av. Diagonal, 621-629 8028 Barcelona 0.00 100.00 Sodemi, SAS Property development and leasing 20, rue d'Armenonville 92200 Neuilly-sur-Seine Paris France 0.00 100.00 Suministros Urbanos y Mantenimientos, SA Project management, maintenance, logistics and procurement Provençals, 39 (Torre Pujades) 8019 Barcelona 51.00 100.00 Tenedora de Vehículos, SA Renting Edifici Estació de Renfe Local nº 3 p 8256 Rajadell Barcelona 0.00 65.00 Trade Caixa I, SA Administrative and advisory services Av. Diagonal, 611 2ª B 8028 Barcelona 100.00 100.00 Valoraciones y Tasaciones Hipotecarias, SA Appraisal services Av. Diagonal, 427 bis 429 1ª planta 8036 Barcelona 100.00 100.00 VidaCaixa, SA de Seguros y Reaseguros Insurance Complex Torres Cerdà. Juan Gris, 20 - 26 8014 Barcelona 0.00 100.00 VidaCaixa Grupo, SA Holding company Complex Torres Cerdà. Juan Gris, 20 - 26 8014 Barcelona 100.00 100.00 - 85 - Companies in the scope of consolidation of the CaixaBank Group Company name and activity Registered office % holding Direct Total Joint ventures (jointly controlled entities) Comercia de la Caixa, Entidad de Pago, SL Payment entity Provençals, 39 (Torre Pujades) 8019 Barcelona SegurCaixa Adeslas, SA de Seguros Generales y Reaseguros Insurance Complex Torres Cerdà. Juan Gris, 20 - 26 8014 Barcelona 49.00 49.00 0.00 49.91 - 86 - Companies in the scope of consolidation of the CaixaBank Group Company name and activity Registered office % holding Direct Total Associates Banco BPI, SA (C) Banking Rua Tenente Valadim, 284 4100 476 Oporto Oporto Portugal 30.10 30.10 Boursorama, SA (C) Direct Banking 18, Quai du Point du Jour 92659 Boulogne-Billancourt France 1.33 20.74 Cementiri de Girona, SA Funeral services Plaça del Ví, 1 17004 Girona 30.00 30.00 Edicions 62, SA Book publishing Peu de la Creu, 4 8001 Barcelona 30.13 30.13 Erste Group Bank AG (C) Banking Graben, 21 1010 Vienna Austria 10.09 10.09 Grupo Financiero Inbursa, SAB de CV (C) Banking Paseo de las Palmas, 736 11000 Lomas de Chapultepec Mexico D.F. Mexico 20.00 20.00 Girona, SA Integrated water distribution Travesia del Carril, 2 6º 2ª 17001 Girona 34.22 34.22 Polígon Industrial Girona, SA Real estate development Farigola, 11 17457 Riudellots de la Selva Girona 38.98 38.98 Repsol YPF, SA (C) Operation in the oil and gas market P. de la Castellana, 278-280 28046 Madrid 12.82 12.82 Self Trade Bank, SA Banking Marqués de Urquijo, 5 28008 Madrid 49.00 49.00 Telefónica Factoring EFC, SA Factoring Zurbano, 76 pl. 8 28010 Madrid 20.00 20.00 Telefónica Factoring do Brasil, LTDA Factoring Av. Paulista, 1106 -13º andar CEP 01310 100 Bela Vista - Sao Paulo SP Brazil 20.00 20.00 The Bank of East Asia, LTD (C) Banking 10, des Voeux rd. Hong Kong China 15.72 15.72 (C) Listed companies -1- CAIXABANK GROUP MANAGEMENT REPORT FOR THE FIRST HALF OF 2011 This report describes the key data and events of the first half of 2011 shaping the financial position of the CaixaBank Group (“CaixaBank Group” or “the Group”) and the evolution of its businesses, risks and outlook. The condensed interim financial statements for the first half of 2011 which the Management Report supplements were prepared in accordance with International Financial Reporting Standards adopted by the European Union (IFRS-EU) and the criteria set forth in Bank of Spain Circular 4/2004, of December 22, and subsequent amendments. CaixaBank, SA (“CaixaBank”), formerly Criteria CaixaCorp, SA, is the listed bank through which Caixa d'Estalvis i Pensions de Barcelona ("la Caixa") carries on its business indirectly as a credit institution “la Caixa” is CaixaBank's majority shareholder, with a stake of 81.52% at June 30, 2011. Reorganization of the “la Caixa” Group: transformation of Criteria into CaixaBank. The enactment of Royal Decree-Law 11/2010, of July 9, on the governing bodies and other matters relating to the legal framework for savings banks, in addition to the approval of the consolidated text of the Catalan Savings Banks Law through Royal Decree-Law 5/2010, introduced the possibility for a savings bank to conduct its financial activities indirectly through a bank. Under this legal framework, on January 27, 2011, the Boards of Directors of "la Caixa," Criteria CaixaCorp, SA ("Criteria") and MicroBank de "la Caixa", SA ("MicroBank") entered into a framework agreement (the “Framework Agreement”) entailing the reorganization of the "la Caixa" Group in order to adapt to the new demands of national and international regulations and, specifically, to the new requirements of the Basel Committee on Banking Supervision (Basel III). The structure designed enables "la Caixa” to indirectly carry out its financial activity while continuing to comply with its inherent social welfare purposes. Approval was given at the Ordinary General Assembly of "la Caixa" and the Annual General Meeting of Criteria held April 28 and May 12, 2011, respectively, to all proposals set forth by the respective Boards of Directors regarding the reorganization of the "la Caixa" Group. As of June 30, 2011, the corporation transactions included within the scope of the Framework Agreement have been completed for legal and business purposes and in line with prevailing legislation been accounted for retrospectively from January 1, 2011. Basically, the transactions led to an exchange of assets whereby “la Caixa” transferred its banking business to Criteria in exchange for part of Criteria’s industrial holdings (Abertis, Gas Natural Fenosa, Aguas de Barcelona, PortAventura and Mediterránea) and new shares in the company issued in a capital increase. By absorbing MicroBank, Criteria gained the status of a credit institution with the corporate name CaixaBank, SA. CaixaBank is the listed bank through which “la Caixa” carries out its financial activity indirectly. These transactions are described in detail in the section “Reorganization of the “la Caixa” Group” in note 1 of the condensed interim consolidated financial statements which are completed with this management report. Meanwhile, in order to bolster the CaixaBank Group's equity structure, Criteria issued €1,500 million of subordinated bonds with mandatory conversion into CaixaBank shares in June 2011, for -2- distribution through the “la Caixa” network. After conversion of the bonds, the CaixaBank shareholder base will increase from the current 365,000 to 630,000. With the reorganization now complete, the CaixaBank Group has one of the best capital adequacy profiles in the sector, with an excellent capital base, the best credit rating among the major Spanish financial groups, and the leading position in the Spanish retail banking market. The Group’s key objectives for the coming years are to strengthen its position in the national market, diversify its business, and increase its international presence. Economic landscape The global economy continued to expand in the first half of 2011, with growth in virtually all developed and emerging economies. However, the most recent economic figures suggest that this growth rate will level out in the second half of the year. Inflation has remained high, although it is being somewhat curbed as commodity prices ease back down. In this scenario, central banks in emerging economies have tightened up monetary conditions. Monetary authorities in Asia have launched decisive measures to limit the risk of asset bubbles. In developed economies, central banks have taken the first steps to reshape certain extraordinarily lax monetary policies. For instance, over two interest-rate hikes, the European Central Bank (ECB) pushed its key refinancing rate up by 25 basis points, to 1.50%. In the US, although the Federal Reserve has kept the fed funds rate at extremely low levels (0%-0.25%), it has let its quantitative easing program lapse. Tensions surrounding European sovereign debt have resurfaced in recent months, pushing the public debt risk premium of certain countries to all-time highs. Portugal requested financial assistance from the European Commission and the International Monetary Fund (IMF), ultimately receiving €78,000 million. In addition, in view of Greece’s troubles with complying with the fiscal consolidation plan agreed with the European Union and the IMF, the country had to adopt new austerity measures so that these agencies would finally agree to pay out the fifth tranche of the Greek loan program. Against this backdrop, monetary market interest rates initially rallied in line with greater expectation of hikes in the ECB’s repo rate. However, the latest signs point to a slowdown in economic growth have curbed this upward trend. The 12-month Euribor rate has settled in above 2%, Meanwhile, yields on German and US public debt have remained extremely low, at around 3%, reflecting investor’s risk aversion and concerns about slowing growth. In the second quarter of 2011, the main European stock market indices lost part of the gains recorded in the first three months of the year. For the first half of 2011, however, the EuroStoxx 50 gained 2%, while the IBEX-35 and S&P500 were up 5% and 5.1%, respectively. The third quarter, however, has gotten off to somewhat of a rocky start, due to uncertainties surrounding growth in the second half of the year and the solvency of certain peripheral European countries. In the currency market, US dollar/euro trends were colored by Greece’s debt troubles and the doubts regarding the stability of the Monetary Union. As the US dollar continues to be a safe-haven currency, tensions regarding European sovereign debt have boosted the dollar’s value to around $1.40/euro, breaking the US currency’s downward trend accumulated over the first quarter of the year. Lastly, although Spain’s sovereign debt repayment ability is considerably better than in other peripheral European countries, it has been affected by contagion worry. As a result, in late June, the spread with 10-year German bonds hit nearly 300 basis points. -3- The Spanish economy is slowly but surely recovering normal activity levels. Although the secondquarter GDP figures are still not in, partial indicators suggest that while the economy has continued to rally throughout the period, the rate of recovery has been more moderate. Growth was particularly high in the foreign sector, driven by the more robust German and French economies. However, domestic demand is still weighed down by a weak (albeit stable) labor market. Notwithstanding the above, Spain has continued to move forward in its structural reforms. In particular, the country has made great strides in restructuring its financial system. The transformation of savings banks, in which we have been fully involved, is critical to the stability of the financial system. In the upcoming quarter, certain entities will hit key transformation milestones, vital steps in the process to either open institutions to the market or to analyze other ways of strengthening capital adequacy. With the creation of CaixaBank and its listing on July 1, the “la Caixa” Group is nothing short of a trailblazer in this process. Business performance Amid an extremely adverse backdrop, the CaixaBank Group continued to widen its clear advantage over the rest of the Spanish banking sector in terms of financial strength, boosting its already-high cash adequacy, with a core capital ratio of 11.3%, and maintaining its superior liquidity levels (€21,633 million). Core capital, the highest quality capital, at June 30, 2011 reached 11.3% (December 31, 2010: 8.9%). The increase was underpinned by solid earnings, active management of risk assets, the €1,500 million issue of mandatory convertible subordinated bonds and other transactions in the Group’s reorganization. The Group’s eligible equity stands at €16,643 million, up €3,226 million on the 2010 year end. leaving an excess over the minimum requirement of €4,836 million. Liquidity management is a strategic cornerstone at the CaixaBank Group. Group liquidity rose by €1,995 million in the first half of 2011 to €21,633 million. Liquidity assets, virtually all of which are readily available, represent 7.9% of the Group’s total assets. It is worth noting that dependence on the wholesale funding markets is minimal, which provides great stability and evidences the Group’s tremendously proactive refinancing strategy. In the first half of 2011, the Group moved to proactively roll over the majority of issues maturing in the year, issuing €5,874 million in the institutional market (€5,324 million in mortgage covered bonds), compared to €4,065 million in pending maturities. Maturities in the second half amount to €2,385 million. In addition, at June 30, 2011, the market value of the CaixaBank’s Group's listed investees stood at €13,088 million, implying gains of €2,077 million. The CaixaBank Group’s sales and marketing campaigns are aimed at securing the loyalty of its 10.5 million customers over the long term, enabling it to maintain and consistently reinforce its leadership in the Spanish retail banking segment and to steadily enhance its positioning in the various specialist banking segments: corporate, cooperative, SMEs, personal and private banking. The Group’s greater commercial strength, with the largest network in the Spanish financial system, with 5,247 branches, 7,993 ATMs and the leading position in on-line banking through Línea Abierta (more than 6.8 million customers), mobile phone banking (more than 2.1 million customers) and ebanking (10.4 million cards), means that the Group is showing balanced and high quality growth in its banking and commercial businesses. -4- Customer funds grew during the period, reflecting the Group’s active management of its financing structure, with a view to maximizing net interest spreads and maintaining comfortable levels of liquidity. On-balance sheet funds at June 30, 2011, totaled €204,870 million, marking an increase of €7,492 million or 3.8% in the last 12 months. The share of private resident sector deposits stands at 10%, the highest in the system. The Group also boosted off-balance sheet assets, leading to year-on-year growth in mutual fund and pension plan assets of 13.1% and 10.2%, respectively. The Group’s market share in mutual funds ended the period at 12.2% (+1.6pp from December 2010) and in pension plans at a healthy 16.2%. According to the latest figures available, CaixaBank is still the leader in savings insurance, with a share of 15.3% (+0.5pp from December 2010). Total customer funds managed amounted to €248,058 million, up 6.8% on the prior year. Loans managed by the “la Caixa” Group amounted to €188,916 million, an increase of 3.4% or €6,218 million. This increase highlights the CaixaBank Group’s unwavering commitment to supporting the personal and business projects of its customers. Bearing in mind the general credit clampdown among other Spanish banking institutions, this sets CaixaBank apart from its peers and has enabled it to continue increasing its market share in consumer lending. At the end of May 2011, this share was 11.1% (+1pp from June 2010), the largest in the industry based on the latest available data. Turning to risk management, the Group’s NPL ratio stands at 4.30%, still lower than the financial sector average (6.5% in May 2011) thanks to the high quality of its loan book, stringent risk management and an extremely intense loan recovery effort. The NPL coverage ratio remained high at 67%, or 139% factoring in mortgage collateral. Yet again in the second quarter, as throughout the whole of 2010, the general loan loss provision stood at €1,835 million, roughly 100% of the α factor. This provides the Group with ample flexibility and financial strength in the event of future business or market adversity. Earnings Following is the CaixaBank’s consolidated income statement for the first half of 2011 (see “Comparison of information” in note 1): -5- Consolidated earnings of the CaixaBank Group (Millions of Euros) 30/06/2011 Change, % Interest and similar income Interest expense and similar charges 3,692 (2,149) 5.0 29.6 Net interest income 1,543 (17.0) 370 729 772 76 340 (2.2) 34.4 13.7 (44.8) 51.3 Dividend income Share of profit (loss) of entities accounted for using the equity method Net fee and commission income Gains/(losses) on financial assets and liabilities (net) and exchange differences (net) Other operating income and expense Gross income 3,830 0.2 Operating expenses (1,772) (1.0) (*) Profit from operations 2,058 1.3 (*) Impairment losses on financial and other assets (net) Gains on disposal of assets and other gains (1,393) 618 Profit before tax Income tax expense Profit for the period 1,283 (37) 1,246 Non-controlling interests Profit attributable to the Group 1,246 11.0 Memorandum items Non-recurring income Net non-recurring income Net non-recurring write-offs 131 463 (332) Recurring profit attributable to the Group 1,115 (7.4) (*) Variation relates to recurring income. With market interest rates ticking up gradually, growth of managed volumes contained, fierce competition in attracting retail deposits and rising issuance costs on wholesale markets, net interest income fell 17% year-on-year to €1,543 million. In this setting and bearing in mind the uncertain outlook for the economy and market pressures, the CaixaBank Group adopted a strategy of intense and proactive management of raising liquidity in retail and institutional markets. This had a temporary impact on net interest income as a result of the increase in finance costs. Meanwhile, repricing of the mortgage loan book triggered by the increase in market rates and the active management of margins on new loan transactions drove an increase in finance income. Despite the squeeze in interest margins, the customer spread; i.e. the difference between the rates charged on loans and the rates paid on retail customer funds, rose further in the year’s second quarter, to 1.47%. Total revenue from investees, which includes dividends plus the Group’s share of profits of entities accounting for using the equity method, amounted to €686 million in the first half, a 35.1% increase from the same period last year. This performance reflects the portfolio’s ability to generate strong recurring earnings, as well as the Group’s diversification in international banking (20% of GF Inbursa, 30.1% of Banco BPI, 15.7% of The Bank of East Asia, 10.1% of Erste Bank and 20.7% of Boursorama) and services (5.4% of Telefónica and 12.8% of Repsol). -6- Net fees and commissions rose 13.7% to €772 million thanks to the intense commercial activity, with specialized management by segments driving an increase in banking activity, as well as mutual funds and insurance, underpinned by the exemplary management of services offered to customers. The positive contribution by trading income, foreign exchange gains and other operating income lifted gross income to €3,417 million, 0.2% higher than in the first half of 2010. A strict cost containment and streamlining policy resulted in a decrease in recurring operating costs after absorbing the increase caused by the merger with Caixa Girona in the fourth quarter of 2010, leaving the cost-to-income ratio at 45.7%. The strong capacity of the network, which generates recurring and sustained revenue, coupled with lower costs led to a 1.3% year-on-year increases in operating income to €1,645 million (€1,759 million stripping out the impact of the Group’s reorganization expenses). The CaixaBank Group has leveraged its sustained generation of recurring income to carry out a major loan-loss provisioning effort, applying conservative credit risk assessment criteria. In the first half of 2011, the CaixaBank Group allocated a total of €1,393 million to provisions, mostly to hedge credit risk. This includes €1,029 million of recurring provisions and €364 million (€253 net of tax) of provisions considered non-recurring because of their nature, which almost entirely relate to additional loan loss provisions to those required under applicable regulations. General loan-loss allowances remain unchanged from €1,835 million at December 31, 2010, underscoring the quality of earnings. Finally, extraordinary gains totaled €629 million (€463 million net of tax), basically from the sale of the 50% stake in SegurCaixa Adeslas (formerly VidaCaixa Adeslas) to Mutua Madrileña, which generated a net gain of €450 million. As for the income tax expense, virtually all revenue from investees is recognized net as the tax was paid and any credits available in accordance with tax regulations applied at the investee. In all, profit attributable to the CaixaBank Group through June 30, 2011 amounted to €702 million, 7.4% less than in the same period last year. Adding in extraordinary income of €131 million (+€463 million of capital gains and €332 million of write-offs and expenses arising from the Group’s reorganization), total profit attributable to the Group rose 11% to €833 million. Outlook As we move into the second half of the year, it is hoped that the advanced economies will be able to shake off the dips of the second quarter and that emerging economies remain vibrant with global growth inching to just above the 4% forecast for the year. This looks feasible as in the first six months the economies were hit hard by two major events, the Japanese earthquake in March and soaring commodity prices. We therefore expect inflation to ease in both the advanced and emerging economies. We do not anticipate any change to monetary policies. In the US, the Federal Reserve has stated that it will not be renewing its quantitative easing program but will instead opt for a normalized monetary -7- policy. However, doubts surrounding a pickup in activity and job creation indicate that this will be a gradual process with the first increases to the very low benchmark interest rates being postponed until 2012. The European Central Bank is meanwhile fully immersed in its monetary normalization process, with another rate hike expected after the summer and thereafter throughout 2012. Emerging economies for their part will continue to pursue tighter monetary policies aimed at containing the risk of overheating. Short-term rates look set to rise slightly as will long-term public debt yields. The European sovereign debt crisis turmoil will continue to take center stage as investors lose confidence in an effective solution although given its characteristics, it is difficult to determine the extent of the crisis. Turning to the Spanish economy, growth is likely to be very contained moving forward with efforts being made to deleverage the public and private sectors and income stagnating. Although domestic demand looks set to remain weak, foreign demand should help boost the economy thanks to exports and tourism especially. Over the coming months the Spanish government must secure definitive approval of its planned reforms, approve the restructuring of the banking system and pass the 2012 budget to comply with Brussels. The CaixaBank Group is in a comfortable position regarding cash adequacy and liquidity to face this adverse outlook for the banking business. While there is little scope for business growth, the Group’s market shares in the main banking products and services look set to rise thanks to the intense commercial efforts of the branch network. Moreover, the CaixaBank Group’s excellent solvency, reinforced after the “la Caixa” Group’s reorganization in the first half of the year, leaves the Group on track to meet its growth targets and remain the most solvent and secure bank in Spain. As for profitability, margin pressure is likely to remain strong due to stiff competition and the scant volume of new business. Margin management in general, and management of cost of funds in particular, is crucial to generating recurring income. In this respect, with its high liquidity the Group can management its fund raising, combining profitability and growth in investable deposits. Higher margins on new loans and, more importantly, the repricing on mortgage installments caused by increases in benchmark interest rates, should boost finance income from the loan portfolio. The intense commercial activity should enable the Group to continue to obtain high levels of recurring fees and commissions. In addition, the diversification of revenue and risks from the portfolio and banking and services investments should provide an strong stabilizer. The success of the cost-reduction policies should also help generate recurring profit from operations. Generating recurring profit from operations guarantees that CaixaBank can continue absorbing high NPL provisioning levels. Higher provisions and further write-downs will be the order of the day as the downturn in the real estate market continues and the number of doubtful assets rises, albeit at a slower rate than during the first six months. We will continue efforts to control NPLs. The CaixaBank Group values its highly diversified lending portfolio with strong mortgage collateral thanks to the strategic focus on lending to individuals and SMEs. The CaixaBank Group has maintained the general loan-loss provision at €1,835 million since December 31, 2010, giving it significant financial maneuverability to meet future requirements from increases in NPLs.