Sparkasse KölnBonn
Transcription
Sparkasse KölnBonn
Sparkasse KölnBonn Financial Statements 2005 State of North Rhine-Westphalia – District of Cologne Founded 1826 Financial institution incorporated under public law The responsible body (“Träger”) for the Sparkasse KölnBonn is the special-purpose organisation “Zweckverband Sparkasse KölnBonn” Although the greatest care has been taken to ensure that the English translation conveys the true meaning of the original text throughout, only the German text can be considered as legally binding. s 2 Financial Statements 2005 Contents Management Report 3 Annual Financial Statements as at 31 December 2005 14 Notes to the Financial Statements 17 Report of the Supervisory Board 39 Sparkasse KölnBonn State of North Rhine-Westphalia – District of Cologne founded 1826 Financial institution incorporated under public law The responsible body (“Träger”)for the Sparkasse KölnBonn is the special-purpose organisation “Zweckverband Sparkasse KölnBonn” Management Report 3 A. Business Development After a sluggish start to the year in 2005 the German economy started to show a marked recovery in the second half of the year as a result of increasing export demand. The Federal Statistics Office recorded GDP growth for 2005 accounting for price and calendar factors at 1.1%, thus providing evidence of the past year’s growth dynamics. The Economic Environment in 2005 The economy was reliant mainly on buoyant foreign trade, with exports increasing considerably more than imports. Once again domestic demand was only able to make a modest contribution to the German economy. Private consumption persisted at the previous year’s level and government spending was also reduced. In spite of investment in equipment picking up, gross capital investment remained under the previous year’s level due to a further decline in investment by the construction industry. Weak consumer demand on the part of private consumers can for the most part be explained by a reduction in purchasing power resulting from sharply increased energy prices. In addition, high unemployment as well as fear of job losses dampened consumption. In 2005 an average of 4,863,000 people in Germany were registered as unemployed and the unemployment rate stood at 11.7%. The annual inflation rate for 2005 increased to 2.0% after 1.6% in 2004. Without the energy component the inflation rate would only have been 1.1%. In the eurozone the inflation rate was above the European Central Bank’s target of 2.0%. Stable prospects for the economy and strong growth in the money supply caused the European Central Bank for the first time in 30 months to raise its minimum repo rate by 25 basis points to 2.25%. First signs of economic recovery in the Cologne/Bonn economic area began to appear around mid-year 2005. In the city of Cologne the number of company insolvencies filed in 2005 showed a decrease of 8.1% compared with the previous year, while in Bonn the number was down 13.8% in the same period. The business situation and expectations of companies located in the Sparkasse KölnBonn’s business area showed a marked improvement in the course of the year. Both in Cologne and in Bonn it was good export prospects which formed the basis of this positive change of sentiment. However these economic developments in the region varied according to business sector: In particular mechanical engineering benefited from strong export demand and reached a high degree of capacity utilisation in the past year. On the other hand the automotive sector was only able to compensate for weak domestic demand by high demand from abroad. By contrast the chemical industry reported decreased turnover in the past year, which can be explained by continuing structural changes and the burden of the increase in oil prices. Although the construction industry was once again faced with a further reduction in turnover, towards the end of 2005 there were first signs of a possible stabilisation which was in the main due to sales brought forward before the abolition of mortgage allowance in 2006. As a consequence of stagnating incomes the situation in the retail trade remained strained. By contrast wholesalers can look back on a more satisfying development due to buoyant foreign trade. The services sector showed an overall stable development in 2005. The situation in the labour market remained strained in the past year. However there were considerable differences in the labour markets of Cologne and Bonn. While Cologne’s average annual unemployment rate of 13.5% was well above the 12.0% average for North Rhine-Westphalia, Bonn’s labour market showed a considerably more benign rate of 8.2%. The economy in the Cologne/Bonn region in 2005 4 Management Report Trends in German Banking in 2005 The level of economic growth, at best only moderate in 2005, was felt by the banking industry. Demand for borrowing on the part of small and medium-sized companies, which are the backbone of the German economy, remained weak for much of the year. Since the 2nd quarter of 2005 lending has gradually been recovering. The economic situation of the German banking industry nevertheless improved further in 2005. Measures designed to reduce costs and to increase profitability began to bear fruit. The risk situation of the banking industry eased further and is apparent in a falling number of write-offs. However it cannot be denied that operating earnings are under great pressure caused by tough price competition. The following remarks refer to the development of the Sparkasse KölnBonn which resulted from the merger of the Stadtsparkasse Köln and the Sparkasse Bonn on 1 January 2005 (see also page 6 “Important events during the year”) The positions for 2004 contain the cumulated financial data of the former Stadtsparkasse Köln and the former Sparkasse Bonn. The ratios mentioned are calculated on the basis of rounded values: Sparkasse KölnBonn – Business Development Business Development 2004 EUR million 31.12.2005 EUR million Changes EUR million Changes in % Business volume 28,713 29,203 490 1.7 Total assets 28,019 28,653 634 2.3 Lending volume 19,871 19,547 -324 -1.6 Customer deposits 20,184 19,399 -785 -3.9 7,567 7,886 319 4.2 Safe custody accounts As expected Sparkasse KölnBonn maintained its position in 2005 as largest German savings bank in the legal form of a public law institution. Business volume (Total assets and Contingent liabilities) increased by 1.7% to EUR 29,203 million. Total assets grew by 2.3% to EUR 28,653 million as at the reporting date. Average total assets increased by 1.7% in the course of the year to EUR 29,115 million after EUR 28,633 million in the previous year. Balance sheet growth resulted principally from the accumulation of own investments (see page 5 “Own investments”). The volume held on safe custody accounts (including custody accounts held at the DGZ DekaBank) rose by 4.2% to EUR 7,886 million. Lending Lending volume Claims on customers Trustee loans/bills Contingent liabilities Total 2004 EUR million 2005 EUR million 19,101 18,940 75 57 695 550 19,871 19,547 Total lending volume decreased by 1.6% to EUR 19,547 million (see Business Development chart). In 2005 customer lending was characterised by a structural change in demand. Demand for mortgages showed a satisfying increase of 3.7% to EUR 8,342 million. On the other hand demand for commercial lending was restrained and remained behind the Sparkasse’s expectations. In total EUR 11,321 million was lent to companies and the self-employed, EUR 6,693 million to private customers and EUR 1,533 million to other customer groups (e.g. insurance companies, churches, associations). Following on from EUR 4,243 million in the previous year, Sparkasse KölnBonn granted new loans amounting to EUR 3,274 million. 5 2004 EUR million 2005 EUR million 11,431 11,321 Private customers 6,604 6,693 Other 1,836 1,533 Lending volume by customer group Companies / self-employed The position “Bonds and other fixed-interest securities” increased by 4.8% to EUR 3,641 million. Sparkasse KölnBonn extended its holdings of shares and other non-fixed-interest securities by 53.5% to EUR 1,820 million. The latter group is an accumulation of special fund deposits in which a part of the liquidity reserve is held. Own Investments Sparkasse KölnBonn’s holdings of shares mentioned under the positions “Participations” and “Shares in affiliated companies” decreased by 10.9% to EUR 589 million. The decrease results mainly from the valuation allowance for two affiliated companies, which have been written off according to the German Commercial Code’s prudent lower of cost or market principle. Participations Customer deposits Liabilities to customers Certificated liabilities Subordinated liabilities Total 2004 EUR million 2005 EUR million 15,256 15,470 4,250 3,172 678 757 20,184 19,399 Liabilities towards customers rose by 1.4% to EUR 15,470 million. As an advantage from the merger Sparkasse KölnBonn was by and large able to refrain from raising capital through institutional investors and substituted these sources in part by customer business. Bearer bonds due in 2005 were not replaced. As a consequence Certificated Liabilities fell by 25.4% to EUR 3,172 million. Sparkasse KölnBonn's good credit rating (Moodys A1) is helpful for enabling placements of bearer bonds within a wide circle of investors, such as customers, institutional investors or financial institutions both as an investment or for further placement. Customer deposits by product 2004 EUR million 2005 EUR million Sight deposits 3,886 3,981 Investment accounts 1,014 1,465 Term deposits 1,689 1,467 Savings deposits 5,811 5,683 Savings certificates 3,276 3,364 Bonds Total 4,508 3,439 20,184 19,399 Deposits 6 Management Report Customer interest concentrated on deposits of money available at short notice. Sight deposits increased by 2.4% to EUR 3,981 million and deposits held on investment accounts with a special rate of interest showed a pleasing increase of 44.5% to EUR 1,465 million. Term deposits decreased by 13.1% to EUR 1,467 million. This is in comparison with the previous year due to reduced activities of institutional investors in their cash management at the end of the accounting year. For savings deposits there was a slight reduction in holdings of 2.2% reducing the total to EUR 5,683 million, whereby the higher interest- bearing savings certificates registered growth of 2.7% to EUR 3,364 million. Issues of bonds becoming due were not replaced and on account of the merger were reduced by 23.7% to EUR 3,439 million. Safe Custody Volumes Safe custody volumes developed favourably in 2005 and increased sharply by 4.2% as against the previous year to EUR 7,886 million. Holdings of fixed-interest rate securities rose slightly by 1.1% to EUR 2,976 million , whereas shares fell back by 6.3% to EUR 2,184 million. In 2005 investors showed a preference for the purchase of investment funds which, compared with individual investments, provide a better spread of risk. Holdings of these funds showed a sharp rise of 18.9% to EUR 2,726 million. Turnover in customer-related securities trading Personnel and Welfare 2004 EUR million 2005 EUR million Fixed-interest securities 2,943 2,976 Shares 2,332 2,184 Investment funds 2,292 2,726 Total 7,567 7,886 At year-end Sparkasse KölnBonn employed a total of 5,517 members of staff, of which 3,253 were full-time, 1,433 part-time and 374 trainees. There was a low level of staff fluctuation. The staff overhang in administrative areas resulting from the merger will be absorbed by natural fluctuation within a manageable time-frame. In view of continuing new developments in banking as well as technical innovations, personnel work in the past year again focused on training and the career development of our employees. In order to achieve a more flexible and thus more economic regulation of working hours, our employees are able to make use of flexitime and a variety of part-time arrangements. As at 31 December 2005 part-timers accounted for 29.9% of staff. Important events during the business year The merger of Stadtsparkasse Köln and Sparkasse Bonn took place on 1 January 2005. The responsible body (“Träger”) for Sparkasse KölnBonn is a special-purpose association with participations of 70% and 30% held respectively by the cities of Cologne and Bonn. With some 2.1 million customer accounts Sparkasse KölnBonn is market leader in its business areas of Cologne and Bonn. Product and process harmonisation has already been partially completed. The harmonisation of all technical processes into a single EDP platform is planned for the Whitsun weekend in June 2006. In the context of the removal of the guarantee obligation on 18 July 2005, the Savings Banks Financial Group has extended its deposit insurance scheme. Support for individual institutions remains a core element of the system. This ensures that Sparkasse KölnBonn is able to fulfil its contractual obligations towards its customers at all times. Customer deposits are protected without limitation, irrespective of their type and size. In the period between the end of the business year on 31 December 2005 and the compilation of the management report there were no events of particular significance. 7 B. Net Assets, Financial and Earnings Situation In its first business year after the merger Sparkasse KölnBonn achieved a satisfactory result. All in all the merger process ran smoothly. When the annual financial statements are officially approved, they will show reserves totalling EUR 1,127.7 million – this is equivalent to an increase of 3.1% as against the previous year. Together with the security reserve, Sparkasse KölnBonn also has additional equity elements (supplementary and Tier III capital) as a regulatory basis for future extension of risk-weighted business. Net Assets In the year under review there were no shifts of any note within the balance sheet structure. On the assets side, loans and claims on customers accounted for 66% and securities (bonds and shares) for 19%, while on the liabilities side liabilities towards customers, interbank liabilities and certificated liabilities were the major positions with respective shares of 54%, 26% and 11%. In making value adjustments and provisions, all Sparkasse KölnBonn's currently identifiable lending risks spread over all customer groups and lines of business, participation risks as well as other liabilities have been appropriately covered in accordance with the German Commercial Code. Remaining assets have also been valued prudently. Details of the capital ratios can be found in Part C. Risk Report, Total Risk Situation (see page 12). The solvency of Sparkasse KölnBonn during the year under review was guaranteed at all times, owing to well-planned and balanced liquidity provision. Financial Situation Credit lines at the Bundesbank and Westdeutsche Landesbank were utilised in line with cash management requirements. The Bundesbank's offer of repo facilities in the form of open market transactions was used to a varying degree as required. In order to satisfy minimum reserve requirements, appropriate deposits were maintained at the Cologne branch of the Bundesbank. Sparkasse KölnBonn’s Statement of income for 2005 shows an amount of EUR 78.5 million Earnings Situation as the result of its normal business operations (Statement of income position 19). There was a distinct easing of the situation regarding the measures of risk provision. Net income increased slightly by 1.5% to EUR 33.5 million. Earnings development Net interest income + Net commission income + Net result from financial transactions 2004 31.12.2005 Changes Changes EUR million EUR million EUR million in % 601.7 507.4 -94.3 -15.7 144.0 145.7 1.7 1.2 22.7 30.5 7.8 34.4 - Personnel costs 250.4 251.6 1.2 0.5 - Material costs 226.4 247.1 20.7 9.1 -17.6 1.8 19.4 > 100.0 221.1 108.2 -112.9 -51.1 = Operating result from normal business operations 52.9 78.5 25.6 48.4 - Taxes on income and earnings 19.6 42.6 23.0 > 100.0 0.3 2.4 2.1 > 100.0 33.0 33.5 0.5 1.5 + / - Net result from other operating Earnings (+) / Costs (-) - Valuation/Risk provisions - Other taxes = Net income 8 Management Report Earnings The principal causes were falling interest rates in the past business year, the reduction of Development 2005 risks resulting from interest rate change as well as restrained borrowing demand. On the basis of average total assets this was equivalent to an interest margin of 1.7% after 2.1% in Detail in the previous year. The ratio of net interest income to total earnings of EUR 741.4 million (see Statement of income items 1-9) stood at 68.4% after 73.5% in the previous year. Interest-related business continues to be the main source of earnings for Sparkasse KölnBonn. The surplus from net commission income rose by 1.2% to EUR 145.7 million, with earnings from customer-related securities trading and brokerage business more than compensating for the decline in commission from agency, lending and international business. At 0.5%, the ratio of net commission income to average total assets equalled the previous year’s value. The ratio of net commission income to total net income (see Statement of income positions 1 – 9) amounted to 19.7% after 17.6% in the previous year. The net result from financial transactions, which arises principally from trades in securities, derivatives, foreign bank notes and (customer-related) foreign exchange trades, increased sharply by 34.4% to EUR 30.5 million (previous year: EUR 22.7 million). There was greater customer demand for interest rate hedging. General administrative expenses (Statement of income position 10) increased by 5.5% in the first year after the merger to a total of EUR 481.8 million. At 1.7% the ratio of administrative expenses to average total assets remained more or less at the value for the previous year. The personnel costs included in this item, also comprising social security and pension fund contributions, remained at EUR 251.6 million, almost at the previous year’s level. Material costs (other administrative expenses/Statement of income item 10b plus depreciation and value adjustments on intangible and fixed assets/Statement of income item 11) increased by 9.1% to EUR 247.1 million. Increases in material costs were due in the main to the implementation of the new One System Plus IT platform in the 2005 business year and to the one-off expenditure associated with preparation for the merger of the former Stadtsparkasse Köln and the former Sparkasse Bonn to form the Sparkasse KölnBonn. Total expenses (Statement of income items 10-12) rose slightly by 1.9% to EUR 554.6 million. Earnings (Statement of income items 1-9) were down 9.4 % to EUR 741.4 million. The ratio of total operating expenditure to operating earnings (without Statement of income positions 8 and 12, cost-income ratio) stood at 72.9%. Achieving a marked increase in earnings coupled with rigorous cost management remains one of the primary objectives of our business policy. Write-downs and value adjustments on claims, certain securities and participations are recorded at EUR 108.2 million (previous year: EUR 221.1 million), when offset against earnings. Adequate cover was provided for lending and participation risks spread out over various customer segments and lines of business. Taxes on income and earnings amounted to EUR 42.6 million. The rise of 117.3% as against the previous year is a result of aperiodic expenditure, in particular in connection with taxation of special funds for the years 2001 and 2002. In total this results in an increase of 1.5% in net income to EUR 33.5 million. The result permits an increase in capital resources. When the Financial Statements are officially approved , the net profit of EUR 33.5 million will be allocated to the security reserve. At the time of preparation of the Management Report, developments in net assets, the financial and earnings situation are running according to our expectations. 9 C. Risk Report Risk Management at Sparkasse KölnBonn is supervised by the central divisions Risk and Yield Management and Controlling which are separated organisationally from the market operations. They are responsible for collating risks and for assessing and supervising risk cover potential, which comprises liable capital and available valuation reserves. It is the aim of risk management to allocate risk positions within the framework of the available risk capital. The process is subject to the legal and compliance requirements placed on management and controlling. Risk Management and Risk Control at Bank Level Taking the expected operating earnings before valuation as well as the share of reserves released for deliberate risk-taking, the Board of Management determines an array of risk limits for individual business fields (For the planning period of the 2006 business year of the merged Sparkasse KölnBonn, this accounts for around 10% of total risk cover potential). The above-mentioned central divisions are responsible for monitoring and regular reporting on how these limits are being respected. Furthermore they are responsible for the further conceptional development of the bank's risk management. In so doing Sparkasse KölnBonn uses the synergy effects available within the German savings banks organisation, where it also takes part in projects organised by the national association (DSGV). Sparkasse KölnBonn differentiates between the following types of risk: counterparty risks, participation risks, liquidity risks, market risks and operational risks (including legal risks). Various methods are used depending on the field of business and type of risk involved. Individual risk factors are assessed in respect to their possible effects on the results. As a matter of principle, assessments are made according to the “value-at-risk” method. This entails establishing the loss potential which at a pre-determined occurrence probability (confidence level) will not be exceeded within a particular time frame. These reference figures then undergo sensitivity analyses and stress tests. In addition use is also made of the backtesting procedure. The risk management and risk controlling systems are inspected on a regular basis by internal auditors. Sparkasse KölnBonn also controls the observation of risk limits and market risk positions in particular through the use of derivative financial instruments. These are bundled into valuation units at the time of the legal settlement of the underlying trades. German accounting practice prescribes as a matter of principle strict individual valuation as well as an imparity treatment which does not offset unrealised gains against unrealised losses. As far as banks are concerned, this procedure leads to a discrepancy between actual business performance and the published results according to the commercial code. For this reason the accounting principles (GoB) have been further developed to the extent that the formation of valuation units is permitted. Through the formation of valuation units individual valuation results from the trades grouped in the valuation unit are offset against each other to give a net result, as long as losses are covered by gains from the reciprocal trades. A valuation unit only contains those trades whose main risk originates from the same risk factor. Examples of same risk factors are interest rates in a given currency, types of shares or specific currencies. The formation of valuation units is initiated in the Central Division “Money and Capital Markets/Treasury”. Controlling and documentation of valuation units takes place in the Central Division “Controlling”. Alongside the above-mentioned micro-hedges, macro-hedges are arranged at bank level in order to secure interest rate risks in the investment book. By means of internal trades, Sparkasse KölnBonn transfers market risks from the investment book to the trading book. In the trading book the risks are managed and hedged. Commercial valuation units are formed at portfolio level according to the principle risk factors. Portfolio formation aims to present the actual earnings situation from the business in the legally binding financial statements. In so doing internal trades at Sparkasse KölnBonn are concluded at market rates and measured on an equal basis with external trades. Hedging Transactions 10 Management Report Internal trades and the presentation of the financial instruments from the trading book in portfolios are treated in more detail as Item 3 “Other Details” in the Notes to the Financial Statements. Counterparty Risks The credit risk strategy forms the basis for managing counterparty risks from lending. It comprises the ramifications for lending, taking into consideration the risk-bearing capacity of the bank as a whole and the starting point for planned lending activities. Alongside growth targets, these will also include risk-limiting measures and the further development of a range of instruments for controlling lending risk. As a basis for measurement of counterparty risks Sparkasse KölnBonn uses the uniform rating system of the Savings Banks Financial Group developed jointly with the German Savings Banks Association (DSGV). Standard ratings will be applied to corporates, traders, business customers, the selfemployed and business start-ups, whereas property developers and investors, together with management and operational properties, will be rated according to a real estate rating classification. For consumer loans, loan application and behaviour score cards are integrated into the loan approval process. Ratings also form the basis for the calculation of risk-adjusted loan conditions. Sparkasse KölnBonn regularly assesses a risk status with the aid of a credit risk database. In so doing the complete portfolio is analysed both according to customer groups, rating categories, lines of business and existing security held, as well as according to concentrations of particular lines and sizes of business. To complete the picture a credit risk model is used to assess the portfolio risk or credit-value-at-risk. A confidence level of 99% and a duration of one year are assumed. An automated system is employed which identifies conspicuous borrowers by means of defined early warning indicators and provides technical support to accompany the higher degree of customer care (intensive monitoring or rescheduling). Counterparty risk from derivatives transactions is subject to particular scrutiny. The volume of the nominal values of all Sparkasse KölnBonn's external derivatives exceeds the volume of total assets two-fold (see Notes / Other Details / Overview of pending forward trades). The credit weighting for counterparty risks from derivatives is calculated and monitored on a daily basis. With some individual counterparties standby agreements on the provision of security (collateral agreements) have been made to keep the weighting within predetermined limits. Participation Risks The risks associated with Sparkasse KölnBonn’s participations are managed by the Central Participations Division and the Board of Management’s Participation Committee. Representatives from the Participations division and from “Risk and Yield Management” take part in the regular meetings of the Participation Committee. The Central Participations Division monitors the business of participations by a form of participation controlling and management which is above all related to the degree of the bank’s involvement. In addition independent risk controlling is conducted by the Central “Risk and Yield Management” at portfolio level. For normal cases the risk is quantified at a confidence level of 99% and a holding limit of one year’s duration. Risks in participation business are mainly dependent on the development of the Cologne property market. To this end controlling for real estate projects and/or real estate holdings is implemented by Sparkasse KölnBonn’s appropriate subsidiaries. Sparkasse KölnBonn’s Participation Principles form the basis for the management of the participations business and lay down both qualitative requirements and target yields for participations as well as determining the three-year participation strategy, which has to be approved by the board. In addition a limit system has been devised for the management of the participations business; the observation of limits (book values, value-at-risk, losses) is continually monitored. 11 Liquidity risks are differentiated between the liquidity risk in its strictest sense, the refinancing risk, the call risk and market liquidity risk. Liquidity Risks Sparkasse KölnBonn’s liquidity management is performed by the “Money and Capital Markets Division / Treasury” on the basis of forecast cash-flows. Precautionary measures are taken to cover unscheduled liquidity outflows. The supervisory liquidity coefficient according to liquidity principle II KWG (Kreditwesengesetz - Banking Law) was registered as 2.8 at year-end which was near on three times the minimum value of 1.0. Also the figures to be calculated for further monitoring periods for which there are no prescribed minimum values indicate no signs of any expected liquidity shortfalls. The market liquidity risk is reproduced in the risk management system by entering appropriately longer holding limits for illiquid risk positions Liquidity coefficient (= Principle II) Liquidity coefficient 31.12.2004 31.03.2005 30.06.2005 30.09.2005 31.12.2005 2.7 2.7 2.5 3.0 2.8 As well as interest rate risk, market risk positions also cover currency and share price risks. To manage interest rate risk all interest-related transactions outside the trading book are logged in a uniform cash-flow chart. For transactions not bound by fixed interest rates, specific product-related scenarios are applied. Interest rate risk is the responsibility of the “Finance and Cash Management Committee” made up of members of the Board of Management as well as representatives from the specialist departments. Market Risks For those trading transactions subject to compliance classification (MaRisk - Minimum requirements for risk management) market risk, limit utilisation and operational earnings are calculated on a daily basis in accordance with general conditions for trading activities approved by the Board of Management. Risk assessment is made in particular with the help of an internal model on the basis of a variance-covariance matrix. The risk is calculated at a confidence level of 99% and a 10-day holding limit under normal conditions. The model has been inspected by the regulator (BaFin, Federal Financial Supervisory Authority) and its usage approved for compliance purposes. In addition stress scenarios are run to simulate extreme market developments. Operational risks comprise all risks which can damage Sparkasse KölnBonn as a result of the inappropriate nature or failure of internal processes, members of staff or as a consequence of external influences such as legal risks. Sparkasse KölnBonn takes account of these operational risks by shaping and monitoring processes by means of control mechanisms and emergency planning. A focal point in managing operational risk is IT security. Sparkasse KölnBonn has taken extensive technical and organisational precautions against hardware, software and network malfunctions and has arranged back-up procedures. IT systems can also remain operative in definable emergency situations. Various authorisation systems as well as checking and monitoring processes guarantee the protection of confidential information from unauthorised access and modifications in internal business processes. High-quality firewall systems with the very latest technology offer protection against unauthorised access by third parties. Reports are presented to a committee of board members responsible for operational risk. Measuring and controlling operations risk is continually and systematically improved. Operational Risks 12 Management Report Total risk situation The assessment and monitoring of individual risks and portfolio risks is supplemented by a holistic view of the risk situation within the scope of a risk resistance analysis. According to this, Sparkasse KölnBonn’s total risk position is adequately secured by the available risk cover potential. Sparkasse KölnBonn’s total risk situation is characterised by loan loss and participation risks resulting from its commitment to the SME sector. A number of additional steps have been taken in order to improve counterparty risks in lending, alongside those measures outlined in the section on “Counterparty risk”. These include modifications to our organisational structure, for example with the establishment of an autonomous Special Loan Management section, process-related and organisational measures such as guidelines and procedures for granting loans to particular business sectors. Appropriate risk management and risk limitation measures were also introduced in the field of participation risks. The ratio of apportionable capital resources to the sum of risk-weighted assets and market risk positions (Principle I KWG) stood at 10.7% as at 31 December 2005 and thus well exceeded the minimum ratio of 8.0% prescribed by the banking supervisory authorities in Principle I. The basis for future business expansion can thus be taken as given. Sparkasse KölnBonn manages its risks in a manner appropriate to the scope and complexity of its business activities Solvability coefficient (= Principle I) Result 31.12.2004 31.03.2005 10.8 % 10.8 % 30.06.2005 30.09.2005 11.0 % 11.0 % 31.12.2005 10.7 % Throughout the whole business year both total risk amounts and the utilisation of risk limits at bank level lay within the pre-determined boundaries and did not endanger Sparkasse KölnBonn’s risk tolerance. Total risk amounts did not change to any great degree in 2005. D. Outlook What follows should only be construed as a forecast. Therefore actual future results can diverge considerably from our expectations of anticipated developments at the time the Management Report was compiled. The climate in which the German economy operates ought to become more favourable in 2006. The robust development of the world economy should secure dynamic overseas demand, supported initially by a moderate exchange rate of the euro. In anticipation of an only mildly restrictive monetary policy on the part of the European Central Bank, conditions for financing will continue to remain favourable. In addition the German economy will in all probability be stimulated by private consumption with purchases of consumer durables brought forward ahead of the planned increase in value-added tax in 2007. Investment by companies should also be favourably influenced by the planned changes in depreciation methods, which will have a positive effect on borrowing. However private consumption will continue to be exposed to restraining factors, as the labour market situation will not be substantially improving in the foreseeable future and disposable incomes will not increase to any great degree. In addition any further price rises in the energy markets will withdraw purchasing power from consumers. In this environment the German economy should begin to experience a moderate revival in 2006. Any risks will lie in the development in commodity and in particular, energy markets. Demand pressure from the newly industrialised Asian countries and political risks in the main oil-producing countries could lead to a sharp rise in prices. The possible revaluation of the euro could also have unfavourable effects on the economic recovery, as it would reduce price competitiveness. 13 The development of the economy in Sparkasse KölnBonn’s business area ought to be more dynamic than the national trend, owing to a slightly above-average orientation towards exports. Businesses are hoping for the positive mood to spread to investment and consumption. In addition, with several World Cup football games taking place in Cologne, this should have a knock-on effect for the hotel and catering trade. The slight economic recovery will at first only have a small positive effect on the labour market. In this context Sparkasse KölnBonn has started the new business year cautiously optimistic as far as business development and the earnings situation are concerned. For the following business year the Sparkasse is expecting all in all a slight improvement in earnings. In interest-related business, still the most important contribution to earnings for Sparkasse KölnBonn, we are assuming slightly rising net interest income. We are attaching considerable importance to the contribution made by fee income. Here we see opportunities, in particular in securities trading and mediated business with our (savings bank) group partners. According to plan, we are expecting a result from ordinary business operations slightly above last year’s result. Owing to the necessary technical harmonisation of IT systems due to the merger, we are expecting total expenditure to be at the same level as the previous year. With an improvement in the general economic situation and a continuing relatively low level of interest rates there ought to be less of a need for write-offs, so that Sparkasse KölnBonn is in all assuming a favourable development in its annual results, leading to a further allocation to its capital reserves. Within the next two years Sparkasse KölnBonn is expecting a marked reduction of the costincome ratio as well as a significant improvement in the result from normal business operations. The Sparkasse will be monitoring the realisation of these goals and the influence of changing operating conditions as part of its regular scenario calculations. Cologne, 22 March 2006 Sparkasse KölnBonn The Board of Management Schröder Binkowska Kranz Eberding Dr. Gröschel Dr. Riedel Rindermann Schäfer Dr. Schmalzl 14 Balance Sheet as at 31 December 2005 Assets EUR 1. Cash a) Cash on hand b) Balances with Deutsche Bundesbank EUR 150,965,955.36 339,388,154.76 2. Debt instruments issued by public entities and bills of exchange eligible for refinancing with Deutsche Bundesbank a) Treasury bills and discounted treasury notes together with similar debt instruments issued by public institutions b) Bills of exchange 31.12.2004 Bonn EUR 000’s 490,354,110.12 138,360 371,884 510,244 19,756 36,429 56,185 - - 4,610,001.49 6,003 6,003 - 2,654,756,594.96 424,534 1,888,724 2,313,258 9,432 265,732 275,164 18,939,737,479.62 15,368,340 3,732,468 (5,876,883) (1,923,210) (446,680) (591,397) - - 85,173.33 4,524,828.16 3. Claims on banks a) payable on demand b) other claims 126,515,989.73 2,528,240,605.23 4. Claims on customers of which: secured by mortgages EUR 6,387,870,564.18 loans to public authorities and entities EUR 2,245,032,595.18 5. Bonds and other fixed-interest securities a) Money market instruments aa) issued by public bodies of which: eligible as collateral with Deutsche Bundesbank EUR ab) from other issuers of which: eligible as collateral with Deutsche Bundesbank EUR EUR 31.12.2004 Köln EUR 000’s -.--.--.-- -,--.-- b) Bonds and notes ba) issued by public bodies 356,535,397.32 of which: eligible as collateral with Deutsche Bundesbank EUR 334,880,850.32 bb) from other issuers 3,237,091,233.67 of which: eligible as collateral with 3,593,626,630.99 Deutsche Bundesbank EUR 2,696,071,499.84 c) Bonds issued by the bank principal amount 47,004,278.85 EUR 46,579,967.93 6. Shares and other non-fixed-interest securities 7. Participations of which: in banks in financial services institutions 8. Shares in affiliated companies of which: in banks in financial services institutions 9. Trust assets of which: trust loans EUR 255,645.94 EUR -.-- -) 995 ( -) - ( -) 995 ( -) - 247,071 145,300 ( 241,905) 1,919,911 2,166,982 (1,714,306) ( 140,372) 1,139,016 1,284,316 ( 947,040) 3,640,630,909.84 17,866 2,185,843 ( 17,228) 2,606 1,286,922 (2,490) 1,820,378,307.55 908,719 276,824 455,477,611.93 376,629 72,773 ( ( 133,659,374.26 EUR -.-- EUR -.-- EUR 53,095,957.83 10. Equalisation claims against public authorities including bonds and notes issued in substitution thereof 11. Intangible assets ( -.-- ( -) ( 209,316 ( 53,095,957.83 256) -) -) 2,795 -) ( ( -) ( -) ( 30,312 30,312) ( 38,458 38,458) - -) - 4,968,248.80 5,741 87 12. Fixed assets 84,301,532.70 49,811 41,597 13. Other assets 237,515,981.27 124,103 9,673 14. Deferred items 133,147,476.96 132,822 4,363 28,652,633,587.33 22,221,141 5,797,309 Total assets 15 Liabilities EUR 1. Liabilities to banks a) payable on demand b) with agreed maturity or period of notice 187,145,917.19 7,383,990,541.57 2. Liabilities to customers a) Savings deposits aa) with agreed three months’ notice ab) with agreed period of notice in excess of three months 1,023,604,949.77 5,445,641,673.87 4,341,537,916.44 3. Certificated liabilities a) Bonds and notes issued b) Other certificated liabilities 7,571,136,458.76 10,348 4,930,801 4,941,149 10,549 1,257,317 1,267,866 3,056,652 1,562,778 684,389 3,741,041 507,017 2,069,795 15,469,988,707.38 3,693,135 4,143,854 7,836,989 11,578,030 1,207,290 401,347 1,608,637 3,678,432 3,172,131,015.13 3,830,186 3,830,186 419,389 419,389 5,682,809,117.07 9,787,179,590.31 3,172,131,015.13 -.-- of which: money market instruments EUR Own acceptances and promissory notes in circulation EUR EUR 31.12.2004 Bonn EUR 000’s 4,659,204,167.30 b) Other liabilities ba) payable on demand bb) with agreed maturity or period of notice 4. Trust liabilities of which: trust loans EUR 31.12.2004 Köln EUR 000’s -.-- ( -) ( -) -.-- ( -) ( -) ( 30,312 30,312) ( 38,458 38,458) 53,095,957.83 EUR 53,095,957.83 5. Other liabilities 114,265,872.70 101,631 19,946 6. Deferred items 160,050,520.72 123,960 8,323 206,316,477.24 28,666 10,943 99,707 139,316 18,166 1,346 28,122 47,634 7. Provisions a) Provisions for pensions and similar obligations b) Tax provisions c) Other provisions 47,017,499.00 1,190,229.59 158,108,748.65 8. Special item with reserve characteristics 9. Subordinated liabilities 10. Profit participation rights of which: falling due in less than two years EUR - 27 603,974 74,105 9,585,426.68 1,137 8,448 -.-- ( 11. Fund for general banking risks 12. Equity Capital a) Subscribed capital b) Capital reserves c) Retained earnings ca) security reserve cb) other reserves -.-756,409,391.40 12,000,000.00 d) Net profit 1,094,126,379.63 33,527,379.86 Total Liabilities 1. Contingent Liabilities a) Liabilities relating to negotiated bills of exchange b) Liabilities from guarantees and indemnity agreements c) Liabilities relating to collateral given for third-party liabilities -.-549,855,821.54 -.-- 2. Other commitments a) Commitments arising from ungenuine repurchase agreements b) Placing and underwriting commitments c) Irrevocable credit commitments -.--.-698,617,571.55 ( -) - 12,000 - - 1,127,653,759.49 848,554 848,554 22,892 871,446 217,587 217,587 5,094 222,681 28,652,633,587.33 22,221,141 5,797,309 549,855,821.54 625,242 625,242 69,632 9,433 79,065 698,617,571.55 29,400 311,149 340,549 191,023 191,023 -.--.-1,094,126,379.63 -.-- -) Statement of income for the period 1 January 2005 - 31 December 2005 16 EUR 1. Interest income from a) Lending and money market transactions b) Fixed-interest securities and book-entry securities 2. Interest paid 3. Current income from a) b) c) 4. 5. 6. 7. 8. 9. 1,139,548,638.24 140,780,759.61 1,280,329,397.85 834,033,247.47 55,205,695.62 5,806,795.30 135,589.99 Shares and other non-fixed-interest securities Participations Shares in affiliated companies Income from profit pooling, profit transfer or partial profit transfer agreements Commission income Commission paid 158,339,702.70 12,611,927.69 Net result from financial transactions Other operating income Income from the release of special item with reserve characteristics 10. General administrative expenses a) Personnel aa) Wages and salaries ab) Social security contributions and expenses for retirement pensions and other staff benefits of which: for retirement pensions EUR 18,805,868.24 b) Other administrative expenses 11. Depreciation and value adjustments on intangible and tangible fixed assets 12. Other operating expenses 13. Write-downs and value adjustments on claims and certain securities as well as allocations to loan-loss provisions 13a. Allocation to fund for general banking risks 14. Income from write-ups of claims and certain securities and from the release of loan-loss provisions 15. Write-downs and value-adjustments on participations, shares in affiliated companies and securities traded as fixed assets 16. Income from write-ups of participations , shares in affiliated companies and securities treated as fixed assets 17. 18. 19. 20. 21. 22. 23. 24. EUR Expenses from the assumption of losses Allocation to special item with reserve characteristics Profit from ordinary activities Extraordinary income Extraordinary expenses Extraordinary result Taxes on income and earnings Other taxes paid, unless shown under item 12 57,183,475.29 221,793 446,296,150.38 87,957 1,099,897 681,868 418,029 51,358 273,151 147,672 125,479 61,148,080.91 ( 33,798) ( 4,202) ( 9,075) 47,075 ( 9,508) ( 1,137) ( 440) 11,085 145,727,775.01 30,467,436.54 57,683,850.86 ( 121,305) ( 13,164) 108,141 21,067 37,520 ( 37,581) ( 1,692) 35,889 1,648 12,668 26,692.81 741,349,986.51 631,832 186,769 ( 140,051) ( 50,630) -.-- 481,838,802.85 ( 46,041) ( 186,092) ( 14,768) ( 159,434) 345,526 16,872,977.19 55,935,802.66 13,830 44,845 6,225 22,870 ( 192,973) ( -) ( 19,020) ( 7,000) 251,594,775.84 230,244,027.01 34,552,301.19 -.--.-- 34,552,301.19 73,616,710.83 -.-- -.--.-42,586,587.86 2,364,483.13 27. Withdrawals of retained earnings a) from the security reserve b) from other reserves -.--.-- 28. Allocations to retained earnings a) to the security reserve b) to other reserves -.--.-- Net profit 1,011,940 194,411,300.55 25. Net income 26. Profit carried forward 29. 1.1. - 31.12.2004 1.1. - 31.12.2004 Köln Bonn EUR EUR 000's EUR 000's 73,616,710.83 54,940.94 -.-78,478,450.85 -.-44,951,070.99 33,527,379.86 -.-33,527,379.86 -.-33,527,379.86 -.-33,527,379.86 ( 13,642) ( 64,272) ( 3,970) ( 46,917) 111,189 ( -) 192,973 ( 3,253) ( -) ( -) 3,253 43 31,362 -) -) 8,441) 29) 8,470 22,892 22,892 ( 1,161) 1,161 26 21,600 ( -) ( -) ( 11,206) ( 300) 11,506 10,094 10,094 ( ( -) -) 22,892 ( ( -) -) 10,094 ( ( -) -) 22,892 ( ( 5,000) -) 5,000 5,094 ( ( ( ( ( -) 26,020 Notes to the 2005 Financial Statements 17 I General Comments Sparkasse KölnBonn was established at the beginning of the business year from a merger of the two former entities Stadtsparkasse Köln and Sparkasse Bonn. Following the IDW recommendations (Standard HFA 5 / 1988), Balance sheet and Statement of income figures for the previous year appear in a “three column presentation.” The financial statements of Sparkasse KölnBonn have been prepared in accordance with the provisions of the German Commercial Code (HGB) and the Ordinance for Accounting Procedures for Banks (RechKredV). Under the option selected according to §11 Section 3 RechKredV, amounts subdivided by residual maturity attributed to balance sheet items or sub-items contain no pro rata interest. II Accounting and Valuation Principle Claims on banks and customers including promissory notes and registered bonds have been entered at nominal value, reduced by value adjustments and loan loss provisions. Promissory notes from the trading book have been entered at their historical cost. Any discounts retained or supplements paid with the disbursement of loans have been spread over the life of the loan or the fixed interest rate period accordingly in line with the amortisation method. Fixed–term loans and holdings of bills of exchange are entered at current value. They were discounted at their effective initial rates. Promissory notes and registered bonds acquired from third parties have been entered at their historical cost. Appropriate specific value adjustments and provisions have been made to cover discernible lending risks. Together with a general value adjustment for holdings of doubtful loans based on the past five years experience, additional flat-rate provisions have been valued strictly at the lower of cost or market principle to take account of the special risks of financial institutions. Lending All securities held in the liquidity reserves have been valued strictly at the lower of cost or market principle; in so doing the average valuation option has been used. As a consequence of the revaluation rule according to § 280, Section 1 HGB (German Commercial Code) marketable securities entered under assets items 5 and 6 have been entered at the higher of their market value as at 31 December 2005 or their historical cost. Adequate risk provisions were made to cover the special securities trading risks for banks. Special consideration has been given to securities in valuation units with derivative instruments and securities in portfolios (cf. III Other Details). Securities Participations and shares in affiliated companies have been entered at their historical cost or as the case may be at the net value less depreciation to cover lasting loss of value. Shares in Affiliated Companies and Participations Intangible assets are shown at cost, reduced by their planned linear depreciation. Software newly acquired in the current business year and standard software which up to now was entered under “Fixed Assets” (Balance sheet item 12) has now been allocated to “Intangible Assets” (Balance sheet item 11) in its entirety in accordance with a statement of the main Expert Committee (HFA 11) of the Institut der Wirtschaftsprüfer in Deutschland e.V. (Institute of Public Auditors). Intangible Assets Linear depreciation has been applied to material assets over their useful life for our business sector. In isolated cases degressive depreciation has been used, as has, where permissible, the planned transition from the degressive to the linear method. Depreciation of newly acquired fixtures and fittings was entered on a pro rata basis over their useful life. To simplify matters low value items (up to EUR 410.00 purchase price) have been depreciated fully in the business year. Fixed Assets 18 Notes to the 2005 Financial Statements Deferred Taxation The creation of a deferred item for future tax relief was waived. Liabilities Liabilities have been recorded as redemption amounts and discounts recorded on the assets side under deferred items. Earnings from premiums have been presented under deferred items on the liabilities side. Differences between disbursement and redemption of liabilities have been spread over their respective maturities. Provisions Adequate provisions have been made to account for all discernible risks for uncertain liabilities and eventual losses from pending transactions in line with the principles of business prudence. In addition provisions totalling EUR 7,570,242.94 have been allocated for financial instruments from the investment book and net provisions amounting to EUR 4,100,218.67 for financial instruments from the trading book. Provisions for pensions have been calculated in accordance with the 2005 G Heubeck Tables. An interest rate of 4% has been applied for the calculations with a present value for the underlying pension liabilities set at 31 December 2005. Furthermore in accordance with §249 Section 2 German Commercial Code (HGB), expense provisions have been made to cover deposits with annually increasing interest rates. Currency Translation Currency translation is made in accordance with §340h HGB (German Commercial Code). Assets denominated in foreign currencies which are considered as capital investments and debts in foreign currencies as well as pending spot trades have been translated into EUR at the spot rate on the reporting date. Foreign legal tender has been converted at the buying rate for foreign bank notes on the reporting date. The forward rate has been used for forward contracts which were pending as at the reporting date. Expenditure arising from currency translation has been taken into consideration in the Statement of income. Earnings resulting from covered transactions have only been accounted for to the extent that they compensate for actual temporary expenditure from currency translation. In other cases unrealised gains from currency translation have not been taken into account and have not been used to compensate unrealised losses. Credit Derivatives As far as credit-linked deposit certificates are concerned separate balance sheet entries and valuation of credit default swaps were waived according to the principle of fundamentality. Interest Results from Derivatives Sparkasse KölnBonn has compensated interest results from derivatives in the Statement of income with all business of the same type. In so doing gross interest payments and pro rata upfront payments have been offset through separate interest expenses and interest earnings accounts, split according to derivatives from the investment book, the bond portfolio in the trading book and the derivatives portfolio in the trading book. The net interest result for investment derivatives and for trading book derivatives from the bond portfolio is included in the net interest result (Statement of income positions 1 or 2), the net result for trading book derivatives from the derivatives portfolio in Net result from financial transactions (Statement of income position 7). Internal Trades Sparkasse KölnBonn operates internal trades for individual product groups. Internal trades are taken to mean trades made at market conditions between legally dependent organisation units of Sparkasse KölnBonn. For regulation purposes internal trades are as a matter of principle valued as external trades; interest and premiums have not been taken into consideration for the drawing up of these accounts. III Other Details 19 Derivatives contracts designed to hedge interest and currency risks as well as pricing risks on the liabilities and assets sides have been collated with the underlying securities to form valuation units. Interest rate swaps designed to hedge risks arising from interest rate movements have been assimilated in a general view of interest rate risks and thus not valued on an individual basis. Options have been valued at their market price as at 31 December 2005. Valuation units have also been formed for Caps and Share Options. In so doing, valuation earnings have been entered to compensate for valuation losses. Any unrealised residual gains are not taken into consideration. Structured own issue products were entered after being split into their individual component parts, so far as required by commercial law. Financial Derivatives in the Investment Book Sparkasse KölnBonn values the overwhelming portion of its trading contracts with the assistance of portfolio valuation. The formation of portfolios aims to comply with requirements in the Commercial Code at providing a true and fair view of the earnings position in the annual financial statements. Individual gains from currency derivatives were entered together in an interest rate portfolio within the requirements of the Commercial Code. The imparity principle is retained at portfolio level. The offset of realised loss overhangs with unrealised profit overhangs led to the formation of an assets side compensatory item of EUR 7,726,695.74 (Assets item 13). As a result of portfolio valuation Sparkasse KölnBonn created provisions of EUR 9,311,072.97. Results from derivatives in the trading book which do not belong to the portfolio valuation are included under Net result from financial transactions. Financial Instruments in the Trading Book Since 1 January 2005 Sparkasse KölnBonn has been a member of the Zusatzversorgungskasse der Stadt Köln (ZVK) and the Rheinische Zusatzversorgungskasse (RZVK). Appropriate agreements have been made with both company pension funds. Staff of the former Stadtsparkasse Köln and the former Sparkasse Bonn remain covered by the fund which has been responsible for them to date. New members of staff are split between the two funds. The pension funds have the task of providing supplementary retirement, bereavement and disablement pensions to their members’ employees in accordance with the provisions of the statutes and the tariff agreement of 1 March 2002 (ATV-K). According to §1, Section 1, Page 3 of the Improvement of Company Pensions Law (BetrAVG), the Sparkasse vouches for the fulfilment of the agreed benefits (Subsidiary liability as part of its indirect maintenance obligation). Sparkasse KölnBonn belongs to the pay-as-you-go accounting union of both the Rheinische Zusatzversorgungskasse (RZVK) and the Zusatzversorgungskasse der Stadt Köln (ZVK). Company Pension Scheme In the 2005 business year, the RZVK contribution rate stood at 4.25% of pension-eligible emoluments (assessment basis). It will remain unchanged in 2006. As at 31 December 2000 the previous comprehensive provision system was closed and replaced by a company pension scheme based on points system. As a result, in accordance with §63 of its statutes, the RZVK levies a so-called stabilisation contribution of 2.5% of the assessment basis for the partial financing of claims and entitlements which have their origin before 1 January 2002. The level of stabilisation contribution is regularly adjusted on the basis of sliding cover periods (§60 RZVK statutes). Additional contributions (§64 RZVK statutes) for the gradual conversion to a funded system are not levied at the present time. Membership in the RZVK In the 2005 business year, the ZVK contribution rate stood at 5.8% of eligible emoluments (5.5% employer’s contribution and 0.3% employee’s contribution are permanently fixed). Since 1 January 2003 an additional contribution has been levied for the creation of a funded system . This additional contribution is 2.9% in 2006 and will be raised by a further 0.3% in the coming year, and in 2007 reach 3.2% of the eligible pension contributions amount at that time. From 2007 onwards it is projected that there will be a lasting total contribution of 9.0%, while the long-term perspective (from 2030 onwards) assumes a noticeable reduction in the size of contributions as a consequence of capital funding. Membership in the ZVK 20 Notes to the 2005 Financial Statements Information concerning Pfandbriefs With the Pfandbriefgesetz (PfandBG - Mortgage Bond Law) coming into force on 19 July 2005, Sparkasse KölnBonn, as a bank issuing Pfandbriefs, was obliged to respect the law’s transparency regulations. Details are presented separately for mortgage Pfandbriefs and public-sector Pfandbriefs. Mortgage Pfandbriefs Owing to the merger Sparkasse KölnBonn declined issuing additional mortgage Pfandbriefs in the 2005 business year. Details of total amounts and term structure Details of total amount EUR million Nominal value Risk-adjusted value 2) Risk-adjusted value 2) (shift upwards) (shift downwards) Total value of Pfandbriefs in circulation 100.00 100.05 91.54 109.73 Total value in cover pool 158.59 171.66 154.24 192.59 58.59 71.57 68.49 75.51 1) Excess cover in % Security excess cover according to § 4 PfandBG in % 9.50 1) There were no derivatives in the cover pool 2) Static method in accordance with Pfandbrief Net Present Value Directive (PfandBarwertV) Details of term structure Term structure of Pfandbriefs in circulation Term structure in cover pool Composition of cover stock Present value x < 1 year 1 year < x < 5 years 5 years < x < 10 years x > 10 years -.-- 100.00 -.-- -.-- 12.37 72.64 73.55 0.03 Total amount of claims used as cover 3) EUR million by size x < EUR 300 K EUR 300 K < x < EUR 5 million x > EUR 5 million by usage (I) in Germany Total amount Percentage share 0.87 0.62 126.43 90.55 12.32 8.82 Total amount Percentage share Residential 33.60 24.07 Commercial 106.01 75.93 by usage (II) in Germany 4) Total amount Percentage share 0.77 0.55 28.30 20.27 4.53 3.24 office buildings 14.36 10.29 commercial property 18.26 13.08 -.-- -.-- 73.35 52.54 unfinished new properties not yet yielding earnings and building sites 0.04 0.03 of which building sites 0.04 0.03 Apartments single-family properties apartment blocks industrial property other commercially used property 3) Only normal cover reported. 4) No property located outside Germany. 21 Substitute cover Percentage share 18.97 according to § 19 PfandBG of which in cover values according to § 4 Abs. 2 PfandBG 9.47 Overview of outstanding claims Total amount EUR million Total amount of claims outstanding for over 90 days -.-- EUR million Residential Commercial Number of forced sales and forced sale judgements pending as at the reporting date -.-- -.-- Number of forced sales effected in the business year -.-- -.-- Number of plots of land taken over in the business year to avoid loss -.-- -.-- Total interest outstanding -.-- -.-- 0.06 1.59 -.-- -.-- Total repayments through amortisation 5) Total amount of other repayments 5) Other Details Total amount from 19 July 2005 onwards In 2005 Sparkasse KölnBonn placed public-sector Pfandbriefs with a nominal value of EUR 5.0 million Public-sector Pfandbriefs Details of total amount EUR million Details concerning the total amount and the term structure Nominal value Total value of Pfandbriefs in circulation Total value in cover pool 1) Excess cover in % Present value Risk-adjusted value 2) (shift upwards) (shift downwards) 634.52 664.36 605.68 739.11 1.524.22 1.640.02 1.478.30 1.843.52 140.22 146.86 144.07 149.42 5 years < x < 10 years x > 10 years Security excess cover according to § 4 PfandBG in % 3.00 1) There were no derivatives in the cover pool 2) Static method in accordance with Pfandbrief Net Present Value Directive (PfandBarwertV) Details of term structure Risk-adjusted value 2) x < 1 year 1 year < x < 5 years Term structure of Pfandbriefs in circulation 10.00 503.52 15.00 106.00 Term structure in cover pool 63.07 584.52 744.70 131.75 22 Notes to the 2005 Financial Statements Composition of cover stock Total amount EUR million Total amount of claims used for cover pool Cover stock by country and sector of borrower 3) EUR million State Regional government bodies Local government bodies Other borrowers Federal Republic of Germany 2.56 99.00 40.60 1,081.46 Austria -.-- -.-- -.-- 97.00 Netherlands -.-- -.-- -.-- 60.89 Spain -.-- 25.00 -.-- -.-- 20.00 4.29 -.-- -.-- Greece 9.54 -.-- -.-- 10.60 Canada 5.11 15.00 -.-- -.-- Ireland -.-- -.-- -.-- 11.00 Great Britain / Northern Ireland -.-- -.-- -.-- 10.00 Italy Poland 10.00 -.-- -.-- -.-- Others 12.00 10.00 -.-- -.-- 3) Only normal cover reported. Substitute cover Overview of outstanding claims 1,524.05 Percentage share according to § 20 Sec. 2 PfandBG 2.84 of which highest claim 1.58 EUR million Total amount of claims outstanding for over 90 days Total amount -,-- Notes to the 2005 Financial Statements Claims on banks EUR Assets item 3 This item includes: Claims on our own Central Giro Institution 95,608,491.95 (Previous year Köln: 252,716,800.08) (Previous year Bonn: 33,544,497.99) (Previous year Köln: 25,500,000.00) Subordinated claims 20,515,126.57 (Previous year Bonn: Sub-item b) – Other claims – is classified according to residual maturity as follows: up to three months more than three months and up to one year -.--) 1,183,115,082.49 93,985,934.99 more than one year and up to five years 477,445,612.10 over five years 307,352,955.10 Claims on customers EUR This item includes: Claims on companies in which a participation exists 519,676,958.72 (Previous year Köln: (Previous year Bonn: Claims on affiliated companies 397,493,938.47) 99,050,656.19) 463,429,838.35 (Previous year Köln: 417,056,020.79) (Previous year Bonn: 2,080,041.29) (Previous year Köln: 12,094,564.19) (Previous year Bonn: 9,781,972.62) Subordinated claims 10,501,097.03 of which: on companies in which a participation exists claims on affiliated companies 663,500.00 (Previous year Köln: -.--) (Previous year Bonn: -.--) (Previous year Köln: (Previous year Bonn: 987,597.03 184,306,19) -.--) Subordinated claims are subject to liability exemptions through Deutsche Ausgleichsbank amounting to -.-(Previous year Köln: (Previous year Bonn: -.--) 4,781,972.62) This item is classified according to residual maturity as follows: up to three months more than three months and up to one year more than one year and up to five years over five years Claims with undetermined maturities 783,622,271.30 1,182,904,937.16 3,766,642,180.91 11,498,479,131.44 1,672,268,530.00 Assets item 4 23 24 Notes to the 2005 Financial Statements Assets item 5 Bonds and other fixed-interest securities EUR This item includes: Amounts falling due on or before 31.12.2006 -.-- a) Money market paper 456,418,043.65 b) Bonds and promissory notes 888,442.61 c) Own issues Of the marketable securities contained therein the following are: 3,491,008,041.12 listed on the stock exchange Not listed on the stock exchange 149,622,868.72 The following sub-items contain subordinated loans: 138,590,910.09 b) Bonds and subordinated loans (Previous year Köln: (Previous year Bonn: c) Own issues -.--) 511,569.35 (Previous year Köln: (Previous year Bonn: Assets item 6 23,139,158.61) 1,220,772.80) -.--) EUR Shares and other non-fixed-interest securities This item includes: Units in special funds (“Spezialfonds”) with a book value of 1,718,458,125.25 (Previous year Köln: 848,564,802.25) (Previous year Bonn: 243,866,202.58) Sparkasse KölnBonn is the sole holder of units for the amount of EUR 1,701,513,410.03. Unit certificates are transferable; the Sparkasse can demand the redemption of assets in kind. Of the marketable securities contained therein the following are: listed on the stock exchange 43,670,241.35 not listed on the stock exchange 31,613,367.11 Payouts from Sparkasse KölnBonn’s special funds always took place after the end of the fund’s business year. 25 Participations / Shares in affiliated companies EUR Of the participations securitised in marketable form the following are: listed on the stock exchange not listed on the stock exchange 24,533,266.78 -.-- Selected participations of Sparkasse KölnBonn Company name Holding in % Participation Participation direct I. Affiliated companies "Laurenz" Vermögensanlage- und -verwaltungsgesellschaft mbH Grundbesitz und Beteiligungen "Laurenz" Vermögensanlageund -verwaltungsgesellschaft mbH & Co. KG SKB Kapitalbeteiligungsgesellschaft KölnBonn mbH TechnoMedia Kapitalbeteiligungsgesellschaft Köln mbH SK Unternehmensbeteiligungsgesellschaft Köln mbH ProBonnum GmbH SK Equity Investments GmbH & Co. KG SKI Standort Köln-Immobilien GmbH & Co. KG SAVOR Verwaltung GmbH & Co. Objekt Kalk KG EUROFORUM Grundstücksentwicklungsgesellschaft mbH & Co. KG professional eservices GmbH GKS – Gesellschaft für KontoService mbH Rheinlandmobil GmbH Campus Grundstücksentwicklungsgesellschaft mbH KOPOR Grundbesitzverwaltung GmbH FDK Köln Finanzdienste Vertriebsgesellschaft mbH PROSERVICE Dienstleistungsgesellschaft mbH Prosystems IT GmbH Kredit-Serviceagentur Rheinland in Siegburg GmbH & Co. KG GSE Grundstücksentwicklungsgesellschaft mbH & Co. KG II. Participations mbw Mittelstandsberatung GmbH RTZ Besitzgesellschaft Rechtsrheinisches Technologiezentrum Köln mbH CORPUS Immobiliengruppe GmbH & Co. KG modernes köln Gesellschaft für Stadtentwicklung mbH TS Lease- und Technologie AG * BonnCasa GmbH VEMAG Verlags- und Medien AG Sparkassen Dienstleistung Rheinland GmbH & Co. KG Grund und Boden GmbH * GAG Immobilien AG * neue leben Pensionsverwaltung AG * * Reporting according to § 340 a Sec. 4 Clause 2 HGB 100.0 x 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 94.9 92.5 83.3 62.6 62.6 55.0 51.0 x x x x x indirect x x x x x x x x x x x x x x 50.0 x 25.5 25.0 25.0 25.0 25.0 24.9 19.9 10.0 10.0 6.6 x x x x x x x x x x The required reporting of Sparkasse KölnBonn’s participations according to § 285, Section 11 German Commercial Code (HGB) has been made according to § 287 HGB in a separate listing at the Cologne Commercial Register (HR Extract A 7961). Assets items 7/ 8 26 Notes to the 2005 Financial Statements Assets item 9 EUR Trust assets Trust assets shown represent claims on: -.-- banks 53,095,957.83 customers Assets item 12 Fixed assets EUR This item includes: 18,485,373.58 land and buildings used within the scope of our own business activities Assets item 14 Deferred items EUR These items include: The difference between the nominal value and the higher amount actually disbursed 1,375,891.72 1,831,539.58) (Previous year Köln: -.--) (Previous year Bonn: The difference between the nominal value and the lower amount actually issued 51.931.845.40 (Previous year Köln: 67,899,608.79) (Previous year Bonn: 2,440,313.83) EUR Fixed asset movement schedule Financial assets Balance sheet value as at 01.01.2005 Köln Balance sheet value as at 01.01.2005 Bonn Changes in the reporting year Balance sheet value 31.12.2005 Other material assets Purchase price Köln Purchase price Bonn Additions Retirements Adjusting entries Attributions Accumulated depreciation Balance sheet value 31.12.2005 (Previous year Köln) (Previous year Bonn) Depreciation in the reporting year (Previous year Köln) (Previous year Bonn) Shares and other non-fixed-interest securities Shares in affiliated companies Participations Other financial assets 1,068,272.29 209,315,590.13 376,628,820.22 10,009,457.29 -.-- 2,795,000.00 72,772,725.11 1,143,823.83 552,470.94 1,620,743.23 Intangible fixed assets 6,076,066.60 -78,114.25 133,659,374.26 455,477,611.93 -78,451,215.87 11,075,166.87 Land and buildings Fixtures and fittings 16,357,301.19 1,761,118.18 149,645,234.81 111,905.54 80,188,474.73 57,538,246.05 1,138,427.56 964,066.60 8,876,905.26 786,492.29 4,993,367.81 5,952,625.30 10,452,538.55 -.-- -.-- -10,452,538.55 -.-- -.-- Other assets 853,035.11 -.-- -.--.--.--.-- 22,305,431.75 49,034,764.21 144,239,217.06 415,690.97 4,968,248.80 28,885,527.49 55,416,005.21 437,344.14 (5,740,612.00) (529,820.47) (49,281,116.60) (512,175.53) (87,307.96) (30,868,503.04) (10,728,289.90) (-.--) 2,332,729.09 1,524,851.32 13,015,396.78 74,831.39 (1,596,397.88) (231,699.06) (12,001,485.78) (74,831.39) (24,597.58) (2,312,352.41) (3,887,636.85) (-.--) 27 Liabilities to banks EUR Liabilities item 1 This item includes: Liabilities to our own Central Giro Institution 120,632,801.10 (Previous year Köln: 589,817,091.24) (Previous year Bonn: 95,446,240.99) Liabilities to companies in which a participation exists 142,800.53 (Previous year Köln: (Previous year Bonn: 822,575.97) -.--) Sub-item b) – with agreed maturity or period of notice is classified according to residual maturity as follows: up to three months 72,107,803.09 more than three months and up to one year 649,939,109.51 more than one year and up to five years 1,781,142,859.45 over five years 4,247,295,590.37 Assets amounting to EUR 373,238,282.55 have been transferred as security for the refinancing amounts from centralised lending initiatives shown under this item Liabilities to customers EUR Liabilities item 2 This item includes: Liabilities to companies in which a participation exists 100,366,789.52 (Previous year Köln: (Previous year Bonn: Liabilities to affiliated companies 32,523,763.86) 2,992,777.81) 15,246,472.80 (Previous year Köln: 15,725,513.88) (Previous year Bonn: 2,476,487.99) Sub-item a) ab) – Savings deposits with agreed periods of notice in excess of three months – is classified according to residual maturity as follows: up to three months 191.530.726,79 more than three months and up to one year 690.600.491,03 more than one year and up to five years 127.922.940,22 over five years 9.257.421,23 Sub-item b) bb) – other liabilities with agreed maturity or period of notice – is classified according to residual maturity as follows: up to three months 1,297,728,072.27 more than three months and up to one year 287,999,888.30 more than one year and up to five years 807,649,785.06 over five years 1,879,996,481.99 Certificated liabilities EUR This item includes: Liabilities to affiliated companies 67,320.50 (Previous year Köln: (Previous year Bonn: Sub-item a) – own issue debt instruments – contains all amount falling due on or before 31.12.2006 -.--) 178,844.76) 642,223,038.69 Liabilities item 3 28 Notes to the 2005 Financial Statements Liabilities item 4 Trust liabilities EUR Trust liabilities consist of liabilities to: 50,462,483.19 banks 2,633,474.64 customers Liabilities item 6 Deferred items EUR These items take account of the difference between the nominal amount and the lower actually disbursed amount of claims 142,474,440.81 (Previous year Köln: (Previous year Bonn: Liabilities item 8 Special item with reserve characteristics 104,129,652.87) 7,918,027.58) EUR The special item created at Sparkasse Bonn in accordance with §6b EStG (Income Tax Law) was dissolved in the year under review and transferred to another asset Liabilities item 9 Subordinated liabilities EUR This item includes: -.-- Liabilities to affiliated companies (Previous year Köln: (Previous year Bonn: -.--) 1,042,447.45) Original maturities of 4-35 years were agreed. Expenditure for liabilities recorded under this item amounts to EUR 34,566,043.59 for the year under review. The average interest rate applied to subordinated liabilities is recorded at 4.67%. Within the course of the next business year EUR 131,333,914.72 will be due for repayment. The conditions for the liabilities assumed by the Sparkasse are in accordance with the requirements of §10 Section 5a, Clause 1 KWG (Banking Law). The transformation of these funds in capital or another form of debt has neither been agreed nor is planned. 29 Essentially business in derivative products takes place on the one hand as part of our trading Derivative operations and on the other as a means of hedging interest rate, exchange rate and market price financial risks from customer-related business. Own holdings have also been hedged through internal instruments contracts in our own trading portfolio. The following overview shows all pending forward transactions as at 31 December 2005 with external partners. Derivative financial instruments (Part 1) EUR million Capital amounts or write/buy claims according to time to maturity up to 1 year 1 - 5 years over 5 years Total Contracts for our own account Interest-related products OTC products Interest rate swaps (same currency) Interest rate options - long Interest rate options - short 25,073 12,587 13,473 51,133 57 517 992 1,566 105 252 1,049 1,406 457 21 0 478 235 Products traded on the exchanges Interest rate futures Currency-related products OTC products 231 4 0 Cross currency swaps 27 51 129 207 Currency swaps 66 213 522 801 Currency options – long 29 0 0 29 Currency options - short 32 0 0 32 110 23 8 141 86 1 0 87 100 360 0 460 3 0 0 3 Forward currency contracts Share or index-linked products OTC products Share/index-linked options- long Share/index-linked options - short Equity swaps - long Products traded on the exchanges Share/index-linked options - short Credit-related products OTC products Total Credit default swaps – long 0 20 0 20 Credit default swaps - short 5 45 0 50 26,381 14,094 16,173 56,648 30 Notes to the 2005 Financial Statements Derivative financial instruments (Part 2) EUR million Current value Book value Option premiums / Variation margins / Up-front payments positiv e negativ e positiv e Provisions negative Balance sheet position Balance sheet position P7 Contracts for our own account Interest-related products OTC products Interest rate swaps (same currency) Interest rate options - long Interest rate options - short 818 1,079 6 12 A14 / P6 17 25 0 0 41 A13 0 0 46 49 0 P5 0 0 0 1 1 A13 / P5 0 4 Products traded on the exchanges Interest rate futures Currency-related products OTC products Forward currency contracts 2 1 0 0 --- Cross currency swaps 10 1 0 0 --- 0 Currency swaps 15 9 0 1 A14 / P6 0 Currency options - long 0 0 0 0 --- 0 Currency options - short 0 0 0 0 --- 0 28 0 0 9 A13 0 Share or index-linked products OTC products Share/index-linked options- long Share/index-linked options - short Equity swaps - long 0 1 17 0 P5 0 38 3 6 0 P5 0 0 0 0 0 --- 0 Products traded on the exchanges Share/index-linked options - short Credit-related products OTC products Total Credit default swaps - long 0 0 0 0 --- 0 Credit default swaps - short 1 0 0 0 --- 0 937 1,140 79 64 --- 21 With products traded on exchanges the current values are the market prices. For OTC products such as interest rate swaps, the current values are determined as a present value of future payment flows based on current market rates. In the process use was made of swap yield curves as at 31.12.05 corresponding with the currencies from the actual contracts. Current values of options were determined on the basis of the generally recognised Black-Scholes model; the model was modified accordingly for index options and European-style interest rate options. Credit-related products encompass on the one hand credit default swaps with a volume of EUR 20 million where Sparkasse KölnBonn is protection buyer and on the other hand credit default swaps with a volume of EUR 50 million where Sparkasse KölnBonn is protection seller. In the last case contingent liabilities have been entered below the line on the liabilities side of the accounts as Item 1.b). The counterparties of Sparkasse KölnBonn’s derivative financial instruments are essentially German financial institutions and partly financial institutions from OECD countries. In addition currency options and interest rate swaps were written for customers. 31 On the assets side items totalling EUR 430,682,467.97 are denominated in foreign currency. Of total Other Details and contingent liabilities EUR 464,095,548.14 is denominated in foreign currency. A special item has been created to cover general banking risks in accordance with §340 g HGB (German Commercial Code). Total emoluments amounting to EUR 4,156,806.95 were paid to active members of the Board of Management. Total remunerations for former members of the Board of Management and their dependants have been made, amounting to EUR 1,854,630.66. Pension provisions amounting to EUR 19,595,537.00 have been made for this group of people. Loans totalling EUR 1,875,065.63 have been granted to members of the Board of Management and EUR 3,734,093.47 to members of the Supervisory Board. In the year under review the following fees were paid to the auditors: a) for audit of the financial statements b) other audit and valuation services c) other services EUR 831,423.74 EUR 6,198.38 EUR 6,191.00 In 2005 annual average staff numbers were as follows: Personnel Full-time employees 3,317 Part-time and relief employees 1,490 4,807 Trainees Total 316 5,123 32 Supervisory Board Supervisory Board of Sparkasse KölnBonn from 1 January 2005 to 28 February 2005 Chairman Members Deputy Members Fritz Schramma Lord Mayor of the City of Cologne Götz Bacher Technical employee Siemens AG Karl-Heinz Schmalzgrüber Pensioner Professor Dr. Rolf Bietmann Member of Parliament Private-practice lawyer University Lecturer Ursula Gärtner Head of Department Landschaftsverband Rheinland Bachelor of Economics Jürgen Biskup Employee of Sparkasse KölnBonn Staff representative Michael Baedorf Employee of Sparkasse KölnBonn Staff representative Martin Börschel Member of the North Rhine-Westphalia Regional Parliament Private-practice lawyer Josef Jansen Pensioner Heinz Christian Esser Private-practice lawyer Helga Köhler Housewife Walter Grau Pensioner Graduate Engineer Wolfgang Simons Consultant for In-Service Teacher Training 1st Deputy Chairman Martin Börschel Member of the North Rhine-Westphalia Regional Parliament Private-practice lawyer 2nd Deputy Chairman Heinz Christian Esser Private-practice lawyer Hans-Otto Höggemann Employee of Sparkasse KölnBonn Staff representative Doris Kemen Employee of Sparkasse KölnBonn Staff representative Karl Jürgen Klipper Independent Tax Consultant Bachelor of Commerce Alexander Kolter Employee of Sparkasse KölnBonn Staff representative Inge Mohr Employee of Sparkasse KölnBonn Staff representative Karin Reinhardt Bachelor of Education Dr. Martin Stankowski Freelance Journalist Michael Zimmermann Manager of the SPD Group in Cologne City Council (Referent für Lehrerfortbildung) Konrad Dröschel Employee of Sparkasse KölnBonn Staff representative Julie Galonska Employee of Sparkasse KölnBonn Staff representative Dr. Eberhard Klein Managing Director M.DuMont Schauberg Group of Companies Markus Pohl Employee of Sparkasse KölnBonn Staff representative Hans-Jürgen Vogt Employee of Sparkasse KölnBonn Staff representative Ralph Sterck Businessman Bachelor of Economics Jörg Frank Organisation Specialist Dorothee Gerstenberg Managing Director 33 Supervisory Board of Sparkasse KölnBonn from 1 March 2005 to 31 December 2005 Chairman Members Deputy Members Fritz Schramma Lord Mayor of the City of Cologne Götz Bacher Technical employee Siemens AG Johannes Waschek Of independent means Michael Baedorf Employee of Sparkasse KölnBonn Staff representative Daniel Falterbaum Employee of Sparkasse KölnBonn Staff representative Martin Börschel Member of the North Rhine-Westphalia Regional Parliament Private-practice lawyer Ulrike Heuer Senior Teacher State of North Rhine-Westphalia Guido Déus Civil Servant Bundesanstalt für Immobilienaufgaben Bachelor of Finance Herbert Kaupert Private-practice lawyer Konrad Dröschel Employee of Sparkasse KölnBonn Staff representative Josef Breitbach Employee of Sparkasse KölnBonn Staff representative Jörg Frank Employee of Gerling Allgemeine Versicherungs AG SAP Organiser Andreas Wolter Head of Accounts Deutsche Mechatronics GmbH Graduate in Business Studies Albert Fröbus Employee of Sparkasse KölnBonn Staff representative (until 31.05.2005) Rudolf Kipp Employee of Sparkasse KölnBonn Staff representative (until 01.12.2005) Herbert Gey Pensioner Margret Dresler-Graf Housewife Graduate in Administration 1st Deputy Chairman Wilfried Klein Managing Director of the Willi-EichlerBildungswerk (Educational Organisation) 2nd Deputy Chairman Martin Börschel Member of the North Rhine-Westphalia Regional Parliament Private-practice lawyer Petra Grah (deceased) Managing Director of Grah & Grah GmbH Graduate Engineer Walter Grau Pensioner Graduate Engineer Ursula Gärtner Head of Department Landschaftsverband Rheinland Bachelor of Economics Karl Jürgen Klipper Independent Tax Consultant Bachelor of Economics Wolfgang Maiwaldt Benedikt Hauser Manager of Personnel and Legal Department Technical Employee Ministry of Defence Regionalverkehr Köln GmbH Werner Hümmrich Employee of Sparkasse KölnBonn Staff representative Jutta Giering Employee of Sparkasse KölnBonn Staff representative Axel Kaske Pensioner Walter Kluth Senior Teacher State of North Rhine-Westphalia Rudolf Kipp Employee of Sparkasse KölnBonn Staff representative (from 02.12.2005) Andreas Brünjes Employee of Sparkasse KölnBonn Staff representative (from 02.12.2005) Wilfried Klein Managing Director of the Willi-Eichler-Bildungswerk (Educational organisation) Dr. Hans-Uwe Nass Academic employee University of Bonn 34 Supervisory Board Members Deputy Members Irmgard Kroll Employee of Sparkasse KölnBonn Staff representative Rainer Schulten Employee of Sparkasse KölnBonn Staff representative Emanuel Kux Employee of Sparkasse KölnBonn Staff representative Jürgen Biskup Employee of Sparkasse KölnBonn Staff representative Rudolf Mertens Employee of Sparkasse KölnBonn Staff representative Hans-Jürgen Vogt Employee of Sparkasse KölnBonn Staff representative Inge Mohr Employee of Sparkasse KölnBonn Staff representative Doris Kemen Employee of Sparkasse KölnBonn Staff representative Barbara Moritz Teacher State of North Rhine-Westphalia Elisabeth Thelen Commercial employee RheinEnergie AG Josef Müller Pensioner Mayor of the City of Cologne Andreas Köhler Managing Director of Köhler GmbH & Co. KG Bachelor of Financial Engineering Markus Pohl Employee of Sparkasse KölnBonn Staff representative Jürgen Didschun Employee of Sparkasse KölnBonn Staff representative Bärbel Richter Archivist Keeper of the Friedrich-Ebert-Stiftung Archives of Social Democracy Erika Coché Equal Opportunities Officer, Niederkassel Town Council Bachelor of Education Tom Schmidt Manager of the Bündnis 90/Die Grünen Group in the Council of the Federal City of Bonn Brigitta Poppe Senior Agricultural Commissioner Dienstleistungszentrum Ländlicher Raum Westerwald-Osteifel Graduate Dietician Dieter Steffens Pensioner Karl-Wilhelm Starcke Academic employee Fraunhofer Institut für sichere Informationstechnologie Ralph Sterck Chief Manager of the North Rhine-Westphalia FDP Bachelor of Economics Reinhard Houben Managing Director of Arnold Houben GmbH Bachelor of Economics Michael Zimmermann Manager of the SPD Group in Cologne City Council Monika Möller Teacher State of North Rhine-Westphalia 35 Supervisory Board of Sparkasse KölnBonn from 1 January 2006 Chairman Members Deputy Members Wilfried Klein Managing Director of the Willi-Eichler-Bildungswerk (Educational Organisation) Götz Bacher Technical employee Siemens AG Johannes Waschek Of independent means Michael Baedorf Employee of Sparkasse KölnBonn Staff representative Daniel Falterbaum Employee of Sparkasse KölnBonn Staff representative Martin Börschel Member of the North Rhine-Westphalia Regional Parliament Private-practice lawyer Ulrike Heuer Senior Teacher State of North Rhine-Westphalia 1st Deputy Chairman Martin Börschel Member of the North Rhine-Westphalia Regional Parliament Private-practice lawyer 2nd Deputy Chairman Winrich Granitzka Managing Director of Granitzka Security Consult GmbH Guido Déus Civil Servant Bundesanstalt für Immobilienaufgaben Bachelor of Finance Konrad Dröschel Employee of Sparkasse KölnBonn Staff representative Jörg Frank Employee of Gerling Allgemeine Versicherungs-AG SAP Organiser Herbert Gey Pensioner Petra Grah (deceased) Managing Director Grah & Grah GmbH Graduate Engineer Herbert Kaupert Private-practice lawyer Josef Breitbach Employee of Sparkasse KölnBonn Staff representative Andreas Wolter Head of Accounts Deutsche Mechatronics GmbH Graduate in Business Studies Margret Dresler-Graf Housewife Graduate in Administration Ursula Gärtner Head of Department Landschaftsverband Rheinland Bachelor of Economics Winrich Granitzka Managing Director of Granitzka Security Consult GmbH Dr. Michael Paul Official at the Ministry of the Environment, Conservation and Reactor Safety Walter Grau Pensioner Karl Jürgen Klipper Independent Tax Consultant Bachelor of Economics Benedikt Hauser Manager of Personnel and Legal Department Regionalverkehr Köln GmbH Werner Hümmrich Employee of Sparkasse KölnBonn Staff representative Axel Kaske Pensioner Rudolf Kipp Employee of Sparkasse KölnBonn Staff representative Irmgard Kroll Employee of Sparkasse KölnBonn Staff representative Emanuel Kux Employee of Sparkasse KölnBonn Staff representative Wolfgang Maiwaldt Technical employee Ministry of Defence Jutta Giering Employee of Sparkasse KölnBonn Staff representative Walter Kluth Senior Teacher State of North Rhine-Westphalia Andreas Brünjes Employee of Sparkasse KölnBonn Staff representative Rainer Schulten Employee of Sparkasse KölnBonn Staff representative Jürgen Biskup Employee of Sparkasse KölnBonn Staff representative 36 Supervisory Board Members Deputy Members Rudolf Mertens Employee of Sparkasse KölnBonn Staff representative Hans-Jürgen Vogt Employee of Sparkasse KölnBonn Staff representative Inge Mohr Employee of Sparkasse KölnBonn Staff representative Doris Kemen Employee of Sparkasse KölnBonn Staff representative Barbara Moritz Teacher State of North Rhine-Westphalia Josef Müller Pensioner Mayor of the City of Cologne Markus Pohl Employee of Sparkasse KölnBonn Staff representative Bärbel Richter Archivist Keeper of the Friedrich-Ebert-Stiftung Archives of Social Democracy Tom Schmidt Manager of the Bündnis 90/Die Grünen Group in the Council of the Federal City of Bonn Dieter Steffens Pensioner Ralph Sterck Chief Manager of the North Rhine Westphalia FDP Bachelor of Economics Michael Zimmermann Manager of the SPD Group in Cologne City Council Elisabeth Thelen Commercial employee RheinEnergie AG Andreas Köhler Managing Director of Köhler GmbH & Co. KG Bachelor of Financial Engineering Jürgen Didschun Employee of Sparkasse KölnBonn Staff representative Erika Coché Equal Opportunities Officer, Niederkassel Town Council Bachelor of Education Brigitta Poppe Senior Agricultural Commissioner Dienstleistungszentrum Ländlicher Raum Westerwald-Osteifel Graduate Dietician Karl-Wilhelm Starcke Academic Employee Fraunhofer Institut für sichere Informationstechnologie Reinhard Houben Managing Director of Arnold Houben GmbH Bachelor of Economics Monika Möller Teacher State of North Rhine-Westphalia Board of Management 37 Board of Management of Sparkasse KölnBonn Chairman Gustav Adolf Schröder Board Members Dietmar P. Binkowska (Deputy Chairman) The following board members of Sparkasse KölnBonn are members of the Supervisory Boards of the following public and private limited companies in accordance with §340a Section 4, Clause 1 HGB (German Commercial Code): Gustav Adolf Schröder — Michael Kranz (Deputy Chairman) Bernd Eberding Dr. Ulrich Gröschel Dr. Wolfgang Riedel Wolfgang Rindermann Franz-Josef Schäfer Dr. Joachim Schmalzl — — Member of the Supervisory Board of Axa Lebensversicherung AG Member of the Supervisory Board of the Deutscher Sparkassen Verlag GmbH Member of the Supervisory Board of Westdeutsche Landesbank AG Michael Kranz — Member of the Supervisory Board of Gesellschaft für Zahlungssysteme mbH Bernd Eberding — Member of the Supervisory Board of TS Leaseund Technologie AG Dr. Wolfgang Riedel — Member of the Supervisory Board of Dekabank Deutsche Girozentrale Luxemburg S.A. Wolfgang Rindermann — Member of the Supervisory Board of Vereinigte Bonner Wohnungsbau AG Franz-Josef Schäfer — Member of the Supervisory Board of S Broker AG & Co. KG Cologne, 22 March 2006 Schröder Binkowska Kranz Eberding Dr. Gröschel Dr. Riedel Rindermann Schäfer Dr. Schmalzl 38 Auditors’ Report Auditors’ Report We have audited the annual financial statements, comprising the balance sheet, the income statement and the notes to the financial statements, together with the bookkeeping system, and the management report of the Sparkasse KölnBonn for the business year from 1 January 2005 to 31 December 2005. The maintenance of the books and records and the preparation of the annual financial statements and management report in accordance with German commercial law (and supplementary provisions of the shareholder agreement/articles of incorporation) are the responsibility of the Company's management. Our responsibility is to express an opinion on the annual financial statements, together with the bookkeeping system, and the management report based on our audit. We conducted our audit of the annual financial statements in accordance with § 317 HGB (Handelsgesetzbuch: German Commercial Code) and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany / IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in accordance with principles of proper accounting and in the management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Sparkasse and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records, the annual financial statements and the management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the annual financial statements and management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, based on the findings of our audit, the annual financial statements comply with the legal requirements and give a true and fair view of the net assets, financial position and results of operations of the Sparkasse in accordance with principles of proper accounting. The management report is consistent with the annual financial statements and as a whole provides a suitable view of the Sparkasse’s position and suitably presents the opportunities and risks of future development. Düsseldorf, 23 May 2006 Auditing Body of the Rhineland Savings Banks and Giro Association (Prüfungsstelle des Rheinischen Sparkassen- und Giroverbandes) Engel Beschoten German Public Auditor German Public Auditor (Wirtschaftsprüfer) (Wirtschaftsprüfer) Report of the Supervisory Board 39 Report of the Supervisory Board In 2005 the Supervisory Board fulfilled its duties as required both by law and the statutes. The Board of Management kept the Supervisory Board continually informed on business developments as well as on the financial position of the Sparkasse KölnBonn. At its regular board meetings the Supervisory Board took the necessary decisions as required by law. The Zweckverband Sparkasse KölnBonn as the responsible body (“Träger”) for the Sparkasse KölnBonn and in which the cities of Cologne and Bonn have respective participations of 70% and 30% formally gave its confirmation to the actions of the organs of the predecessor institutions, the Stadtsparkasse Köln and the Sparkasse Bonn (Supervisory Board, Credit Committee and Board of Management) for the 2004 business year. The Auditing Body of the Rhineland Savings Banks and Giro Association (RSGV), Düsseldorf, inspected the annual financial statements, lending and deposit-taking business, as required by law. They confirmed that the data they inspected had been compiled competently and diligently and that the accounting practices conformed with generally accepted accounting principles. The 2005 annual financial statements and management report presented for inspection by the Board of Management were given unreserved confirmation. Acting within their instructions laid down by the Supervisory Board, internal auditors carried out systematic, random inspections in all operational areas of the bank. Particular emphasis was placed both on control systems, conformity, functionality and economy of operational procedures and processes as well as on credit supervision. The Supervisory Board has adopted the 2005 annual financial statements and approved the management report. The profits recorded in the balance sheet totalling EUR 33.5 million will be allocated in full to the security reserve. The Supervisory Board expresses its thanks and recognition to both the Board of Management and all members of staff for their successful work in the first business year after the merger of the predecessor institutions to form Sparkasse KölnBonn. Cologne, 23 May 2006 The Chairman of the Supervisory Board of Sparkasse KölnBonn Wilfried Klein