Report and consolidated financial statements of
Transcription
Report and consolidated financial statements of
BANCA LOMBARDA E PIEMONTESE Società per Azioni Capital stock: € 325,733,219 authorized € 317,400,065 subscribed and paid in Tax code and registration number at Brescia Registry of Companies: 00285280178 Registered and head office: Via Cefalonia 62, Brescia Member of the Banking register and Parent Bank of the Banca Lombarda e Piemontese Group Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund Report and consolidated financial statements of the Group Report on operations and financial statements of Banca Lombarda e Piemontese S.p.A. as of December 31, 2003 This English version is available for the convenience of the reader. It is a traslation of the italian original version “Bilanci 2002”, that takes precedence and will be made available to interested readers upon written request to Banca Lombarda e Piemontese – Relazioni Esterne - Via Cefalonia, 62 – 25175 Brescia (Italy) 1 CONTENTS NOTICE OF THE ORDINARY GENERAL MEETING KEY FIGURES BOARD OF DIRECTORS, BOARD OF STATUTORY AUDITORS AND SENIOR MANAGEMENT POWERS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE AND SENIOR MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF THE BANCA LOMBARDA E PIEMONTESE GROUP THE ECONOMY, THE FINANCIAL MARKETS AND THE BANKING INDUSTRY ACTIVITIES OF THE BANCA LOMBARDA E PIEMONTESE GROUP BALANCE SHEET AND STATEMENT OF INCOME Balance sheet Statement of income Performance of Group companies RATINGS OTHER INFORMATION SIGNIFICANT SUBSEQUENT EVENTS AND FUTURE PROSPECTS REPORT OF THE INDEPENDENT AUDITORS CONSOLIDATED FINANCIAL STATEMENTS Consolidated balance sheet as of December 31, 2003 Consolidated statement of income for the year ended December 31, 2003 EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Introduction Part A: Consolidation methods and accounting policies Part B: Information on the consolidated balance sheet Part C: Information on the consolidated statement of income Part D: Other information ATTACHMENTS TO THE CONSOLIDATED FINANCIAL STATEMENTS REPORT ON OPERATIONS AND FINANCIAL STATEMENTS OF BANCA LOMBARDA E PIEMONTESE REPORT ON OPERATIONS ACTIVITIES OF BANCA LOMBARDA E PIEMONTESE ADOPTION OF THE CODE OF SELF-REGULATION FOR LISTED COMPANIES PERFORMANCE OF THE BANK Balance sheet Economic performance Intercompany and related party transactions Other information SIGNIFICANT SUBSEQUENT EVENTS AND FUTURE OUTLOOK PROPOSAL FOR APPROVAL OF THE FINANCIAL STATEMENTS AND ALLOCATION OF NET INCOME REPORT OF THE BOARD OF STATUTORY AUDITORS REPORT OF THE INDEPENDENT AUDITORS FINANCIAL STATEMENTS OF BANCA LOMBARDA E PIEMONTESE BALANCE SHEET AS OF DECEMBER 31, 2003 STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2003 EXPLANATORY NOTES Introduction Part A: Accounting policies Part B: Information on the balance sheet Part C: Information on the statement of income Part D: Other information ATTACHMENTS TO THE FINANCIAL STATEMENTS STOCKHOLDERS’ RESOLUTIONS 3 5 7 9 10 13 15 18 47 51 55 57 68 68 70 71 75 76 79 81 83 84 99 136 143 145 151 152 152 153 155 157 160 162 164 170 170 171 179 183 184 186 187 189 190 201 233 240 245 260 783 BRANCHES Banco di Brescia (including the Luxembourg branch) 375 Banca Regionale Europea (including the Nice Branch) 266 Banca di Valle Camonica 56 Banco di San Giorgio 32 Banca Cassa di Risparmio di Tortona 29 Banca Lombarda 20 Banca Lombarda Private Investment 5 The number of branches in each region is indicated in brackets Situation as of December 31,2003 NOTICE OF MEETING STOCKHOLDERS’ MEETING The Stockholders are called to the Ordinary General Meeting to be held on Monday, April 26, 2004 at 4.30 p.m. at the head office in Via Cefalonia 62, Brescia in first calling and, if needed, in second calling at the Conference Center of the President Hotel in Via Roncadelle 48, Castelmella (Brescia) on Tuesday, April 27, 2004 at 10.00 a.m. to vote on the following Agenda: 1) Financial statements as of December 31, 2003; Directors’ report on operations and report of the Board of Statutory Auditors; related resolutions. 2) Allocation of net income for 2003. 3) Appointment of independent auditors to audit the parent bank’s and the consolidated financial statements for the three-year period 2004/2006, to check that the accounting records are properly kept, and to perform limited examinations of the parent bank’s and the consolidated reports for the semesters ended June 30, 2004, 2005 and 2006. Stockholders may attend the meeting on presentation of the meeting certificate issued by an authorized intermediary in accordance with current regulations. The required documentation about the items on the agenda will be made available to the stockholders, who are entitled to a copy, and to the general public at the Bank’s head office and at Borsa Italiana S.p.A. by the deadline established by law. Brescia, March 15, 2004 BANCA LOMBARDA E PIEMONTESE SPA Chairman of the Board of Directors The notice of meeting was published in the Italian Official Gazette, Part II no. 67, on March 20, 2004. 5 KEY FIGURES (millions of euro) BANCA LOMBARDA E PIEMONTESE GROUP 2003 2002 Direct customer deposits Indirect customer deposits (at market value) and actuarial reserves Total customers’ funds under administration Loans to customers Capital and reserves (excluding net income) Net income Number of employees at year end Number of banking branches FINANCIAL INDICATORS ROE (cash) Cost/Income ratio 22,369 21,434 40,532 62,901 23,584 1,888 112 7,475 783 37,077 58,511 21,707 1,618 130 7,446 770 8.9% 62.4% 11.4% 61.7% BANCA LOMBARDA E PIEMONTESE S.P.A. 2003 2002 Equity investments Total assets Capital and reserves (excluding net income) Net income Dividend per share (euro) 2,525 9,289 1,628 108 0.30 2,383 8,562 1,579 114 0.33 7 BOARD OF DIRECTORS BOARD OF DIRECTORS, BOARD OF STATUTORY AUDITORS AND SENIOR MANAGEMENT Chairman Gino Trombi * Senior Vice Chairman Alberto Folonari * Vice Chairman Giovanni Bazoli * Chief Executive Officer Corrado Faissola * Director and Secretary Mario Cera Luigi Bellini, Piero Bertolotto*, Giuseppe Camadini*, Mario Cattaneo*, Virginio Fidanza, Attilio Franchi, Ugo Gussalli Beretta, Giuseppe Lucchini, Felice Martinelli, Giovanni Minelli*, Luigi Nocivelli, Francesco Passerini Glazel, Pierfrancesco Rampinelli Rota, Adriano Rodella, Antonio Spada, Romain Zaleski * members of the Executive Committee Directors BOARD OF STATUTORY AUDITORS Chairman Sergio Pivato Auditors Angelo Coen, Filippo Rovetta Alternate auditors Vincenzo Broli, Marco Confalonieri DIREZIONE SENIOR MANAGEMENT General manager Bruno Degrandi until January 31, 2003 Victor Massiah from February 1, 2003 Deputy General Managers Ettore Medda Alberto Pella Elvio Sonnino from January 1, 2004 from January 1, 2004 from January 1, 2004 (seconded to Lombarda Sistemi e Servizi with the grade of General Manager) 9 POWERS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE AND SENIOR MANAGEMENT In accordance with CONSOB’s recommendation no. 97001574 of February 20, 1997, the following disclosure describes the powers of the Board of Directors and senior management. This report names the members of the Board of Directors and indicates the duties performed for the Bank by each director. Pursuant to art. 18 of the by-laws, the Board of Directors is responsible for the ordinary and extraordinary administration of the Bank. To this end, it exercises the widest possible powers, except for those that the law reserves for the Stockholders in General Meeting. For individual matters of ordinary and extraordinary administration, the Board can delegate signature powers to one or more of its members; while for certain categories of acts and matters of ordinary administration, it can even grant proxies to persons who are not employed by the Bank. To facilitate the Bank’s normal operations, the Board can authorize employees to sign individually in relation to transactions decided upon by the Board. Pursuant to art. 20 of the by-laws, the Board of Directors can appoint an Executive Committee with five to eight members, and delegate powers to it in accordance with art. 18 of the by-laws. The Executive Committee currently consists of eight members, and was appointed under the Board resolution dated May 2, 2002. The Board of Directors has granted the Executive Committee all powers for the ordinary administration of the Bank, except for some that are the exclusive responsibility of the Board. In urgent cases, the Executive Committee can take certain decisions that are normally the responsibility of the Board of Directors . Any such decisions must be reported to the Board at its next meeting. Pursuant to art. 21 of the by-laws, the Chairman, or whoever stands in for him, legally represents the company in dealings with third parties and in court, at any level of justice, with the right to appoint attorneys and legal counsel. Acting on a recommendation from the Chief Executive Officer, if appointed, the Chairman can take decisions in an emergency that would normally be the responsibility of the Board or of the Executive Committee. Any such decisions must be reported to the Board at its next meeting. The Chairman allocates and distributes the amounts set aside for donations on the basis decided by the Board of Directors. 10 The Board of Directors has empowered the Chief Executive Officer to supervise the ordinary administration of the Bank, with the assistance of the General Manager, in compliance with guidelines formulated by the Board of Directors. He also has powers concerning operational matters, lines of credit, transactions in securities, personnel and organization, and the coordination of the activities of the Parent Bank and the companies forming part of the Group. With regard to the Parent Bank’s consent for the resolutions adopted by Group companies in accordance with art. 136 of Decree 385/93, the Board of Directors has granted individual powers to the President, the Vice President and the Chief Executive Officer to give such consent, except in relation to resolutions adopted by Banco di Brescia. Because of the President, Vice President and Chief Executive Officer of Banca Lombarda e Piemontese are the same as those for Banco di Brescia, the individual powers to give consent for the resolutions adopted by Banco di Brescia have been granted to Mario Cattaneo, Giovanni Minelli and Francesco Passerini Glazel, directors. In compliance with art. 22 of the by-laws, the General Manager is the chief operating officer and performs his duties within the scope of the powers granted by the Board of Directors. The Board of Directors is periodically informed about the activities of the persons to whom it has granted powers. The Vice President, Giovanni Bazoli, has been appointed by the Board of Directors as the liaison officer for the Banca Intesa stockholder syndicate. 11 Report on the Consolidated Financial Statements of the Banca Lombarda e Piemontese Group as of December 31,2003 13 The international context THE ECONOMY, THE FINANCIAL MARKETS AND THE BANKING INDUSTRY The international economic situation in 2003 was influenced by the differing performances of the various national economies. Encouraging signs emerged from the United States and Japan, while the Euro zone remained essentially weak. Strong growth in the principal developing nations exceeded 2002 levels. The US economy expanded by slightly more than 3%, which was rather better than the progress reported in 2002 (2.2%). This upturn was stimulated by the expansion of investment, especially in the technology sector, by the rise in personal consumption and by higher public expenditure. The last factor has, however, contributed to a further rise in the federal deficit and the ratio of public borrowing to GDP. There were no improvements on the employment front: the unemployment rate was 6%, compared with 5.8% in 2002. The average rate of retail price inflation rose to 2.3%, up from 1.6% in 2002. There was also an upturn in Japan during 2003, due to higher investment and stronger exports. Industrial output rose by 3.1%, as against a contraction of 1.2% in 2002. GDP also rose by about 2%, which was considerably better than the contraction reported in 2002. Elsewhere in Asia, China consolidated its role as the principal market and locomotive in the Far East. Chinese GDP continued along a strong upward path, rising by around 8% in 2003. The positive international situation benefited the economies in South America, where overall GDP rose by 1.5% compared with a fall of 0.6% in 2002. There has been an upturn in Argentina, with steady improvements in GDP on an annualized basis and a marked cut in the rate of inflation. Further signs of encouragement came from the recent three-year agreement reached with the International Monetary Fund. However the ratio of public borrowing to GDP remains critical, having reached 140% compared with 115.5% in 2002. There was also a noticeable recovery in Russia, with economic growth of almost 7%, as against 4.2% in 2002. The commitment to structural reform seems to be reflected in progress with regard to both inflation, down to 13.4% from 15.8% in 2002, and public borrowing, which eased from 41.6% of GDP in 2002 to 37.9% in 2003. The growth in the GDP of the 10 nations about to enter the European Union varied considerably, from 7-8% for Lithuania and Latvia to rather more modest levels for Malta and Cyprus. 15 Against this international background, there was an evident growth gap in the Euro zone. GDP rose a modest 0.4% compared with 0.9% in 2002. In particular, Germany appears to blocked into stagnation with essentially no rise in GDP; the situation in France was only marginally better. The Eurozone’s problems in joining in with the international upturn appear to be largely caused by the weakness of both domestic demand and exports, which were hit by the appreciation of the Euro against the US dollar by more than 20% in 2003. Household consumption increased slightly, while capital investment contracted. Difficulties are compounded by unemployment of 8.8%, up from 8.4% in 2002. Retail price inflation of 2% was a few points lower than in 2002 (2.3%). Performance in Italy was about average within the Euro zone, with a rise in GDP of 0.3%. However Italy still has an inflation gap, with a rise in retail prices of 2.7% compared with an average of 2% in the Euro area. On the job front, the unemployment rate fell from 9% in 2002 to 8.7% in 2003. This improvement helped to sustain consumption, while the capital investment element of domestic demand contracted and capacity utilization remained at an historical low of around 76%. The manufacturing index improved in the second part of the year, but a contraction was reported for the year as a whole. The strongest sectors were construction and various parts of the service industry. Given these protracted macroeconomic difficulties, the monetary policy of the European Central Bank was designed to stimulate a recovery in investment, with two cuts in the official refinancing rate by a total of 75 basis points during the year, from 2.75% to 2%. The improved international scenario enabled stock markets to invert their downward trends: the US market grew by about 20% in 2003, while there was roughly a 19% improvement in Japan. By comparison, the Italian Mibtel index rose by about 14%. This recovery of the stock markets helped to relaunch asset management activities. In particular, the mutual funds managed by Italian intermediaries reported a marked increase in assets administered to 514 billion Euro at the end of 2003, up 9.7% over the year. The overall composition of these funds was only slightly changed: the weighting of stocks was essentially the same at around 22%, bonds eased by about two points from 48.5% to 46.3% and monetary funds rose by about three percentage points to 21%. 16 Banking activity in 2003 was marked by about 4% growth in direct deposits and an appreciable rise in lending by almost 7%. In terms of funding, the rate of deposit-taking slowed in December to just over 2%. However bonds continue to rise at more than 8.5%. With regard to lending, the rise in the long-term element (13.3%) offset the fall in short-term loans (-1.5%). Home loans, within the long-term segment, are rising at an annual rate of more than 20%. The expansionary trend has significantly strengthened the market share of the Italian banking system within the entire Euro zone. In particular, home loans in Italy now represent about 7% of the market, compared with 4% five years ago. The reduction in reference rates was reflected in bank lending rates, with further erosion of the spread. The differential between average lending rates and those on deposits contracted by 52 basis points during 2003, from 436 basis points in December 2002 to 384 at the end of 2003. The quality of lending, as measured by the incidence of net non-performing loans to total lending, remained broadly stable during 2003 at 2%. In this regard, a number of leading industrial groups collapsed in the last part of the year, resulting in the reclassification as non-performing of substantial loans that had previously been considered good. The adverse impact of this situation is not only reflected in the statements of income of the leading banking groups, which have had to record prudent writedowns against the related lending, but has also been felt by the holders of the stocks and bonds issued by these operators. The fact that these securities are widely held by small savers raised immediate questions, both in Italy and the European Union, regarding the regulations applied by the Authorities and the tools available for the protection of savings. 17 ACTIVITIES OF THE BANCA LOMBARDA E PIEMONTESE GROUP Despite just timid signs of recovery in the Italian market, the business and banking aggregates of the Banca Lombarda e Piemontese Group expanded considerably in 2003. In particular, the Group has consolidated its position in the various areas of core business, such as lending, direct funding, asset management and nearbanking activities. The significant rise in volume resulted in higher revenues, although these only partly reflected the scope for additional profitability deriving from the development of the banking aggregates. Specifically, the movement in bank rates squeezed the spread still further, while average commissions remained relatively low since asset management and insurance funds have continued to be highly liquid, with low exposure to financial risk. In organizational terms, the project to optimize the retail network continued during the year and further work was performed at the Parent Bank in order to consolidate the system of Corporate Governance. With regard to capital investment and the control of costs, corporate policy has continued to focus on the tight control of expenditure in order to free resources for technological innovation and the development of new products. The circumstances surrounding the cases of financial default by certain major Italian industrial groups during 2003 have had a relatively limited effect on the lending position of the banks within the Banca Lombarda Group. Furthermore, the Group did not play an active role in the underwriting and/or placement syndicates for the debt and risk capital issued by these industrial firms. There now follows an analysis of the Group’s activities and results of operations, with a particular focus on: Changes in Group structure and equity investments Organizational changes; Product and sales channel development; Risk management; Audit activities; Human resources; Transactions with Group companies and related parties; Balance sheet and statement of income; Performance of Group companies. 18 CHANGES IN GROUP STRUCTURE AND EQUITY INVESTMENTS The principal changes during 2003 in the structure of the Banca Lombarda e Piemontese Group and its portfolio of equity investments are described below. Group companies In January, Banca Lombarda e Piemontese formed Capitalgest Alternative Investments SGR S.p.A., a company that manages hedge funds which is wholly owned by Banca Lombarda e Piemontese. The formation of this company, which is authorized for the collective management of savings, extends the range of services available to specific customer segments, such as institutional investors and private customers. In July, Banca Lombarda e Piemontese acquired 100% of Banca Idea S.p.A. from Banca Popolare di Vicenza. Financial consultants represent the bulk of this subsidiary’s distribution network. This investment totaled 43.5 million Euro. Via Banca Idea, a 99% interest was also acquired in Idea Advisory S.A.., an asset management consultancy based in Luxembourg. Subsequent to their acquisition by Banca Lombarda e Piemontese, Banca Idea and Idea Advisory changed their names to, respectively, Banca Lombarda Private Investment S.p.A. and Lombarda Advisory S.A.. The purpose of this purchase was to achieve a rapid, significant increase in both the Group’s network of financial consultants and in the number of branches and outlets that support them. With regard to the agreements reached with Fondazione Cassa di Risparmio di Cuneo and Fondazione Banca del Monte di Lombardia on the acquisition of control over Banca Regionale Europea, the terms of the put options for the BRE shares still held by these Foundations were amended during 2003; in particular, the original annual expiry dates established through March 2005 were revised to reflect two fixed date options: March 3, 2006, for 50% of the shares and March 3, 2009, for all the shares. In September, Banca Lombarda e Piemontese acquired 90% of Electrolux Financiera S.A.from the Electrolux Group. This company, based in Spain, operates principally in the factoring sector and also has some leasing activities. The company mainly factors amounts due to suppliers of the Electrolux Group by that group. The acquisition of Electrolux Financiera was carried out in part directly by Banca Lombarda e Piemontese (51%) and in part by Veneta Factoring (39%), with a total investment of about 6.2 million Euro. The objective of this operation is to expand the range of services offered in the near-banking sector, while also strengthening the Banca Lombarda e Piemontese Group’s presence abroad. 19 During the year, Banca Lombarda e Piemontese increased its direct and/or indirect equity interests in Banca Cassa di Risparmio di Tortona S.p.A., CBI Factor S.p.A., Banco di San Giorgio S.p.A. and Corporation Financière Européenne S.A.. The principal transaction was the purchase for 38.7 million Euro of a 15.2% interest in Banca Cassa di Risparmio di Tortona, which was already 60% owned via Banca Regionale Europea. The total book value of this direct and indirect interest has therefore risen to 183.9 million Euro, including 145.2 million Euro recorded by Banca Regionale Europea. This acquisition reflects the exercise by Fondazione Cassa di Risparmio di Tortona of a put option for 15.3% of the related capital granted by Banca Lombarda e Piemontese at the time of acquiring control over Banca Cassa di Risparmio di Tortona. Various blocks of shares were also acquired in CBI Factor, representing in total 9.76% of capital, with an investment of 7.0 million Euro. As a result of these transactions, the interest in this company has risen to 97.23%, with a total book value of 62.3 million Euro. The acquisition of shares in CBI Factor has continued subsequent to year end with the purchase of a further 1.49% interest in its capital for 1.1 million Euro. With reference to Banco di San Giorgio, further blocks of shares representing 1.96% of capital were acquired for 2.1 million Euro. As a result, this bank is now 86.70% owned (including 54.07% held via Banca Regionale Europea), with a total book value of 107.5 million Euro (including : 82.2 million Euro recorded by Banca Regionale Europea). The purchase of shares in Banco di San Giorgio has also continued subsequent to year end, although the quantities concerned were somewhat modest. The holding in Corporation Financière Européenne, a company that provides exhibition finance, was increased by 12.75% with an investment of 0.2 million Euro. This company is now 63.75% owned with a total book value of 0.8 million Euro. The purchase took place on the exercise of preemption rights following the decision of one of the stockholders to exit the company. Events that did not modify the overall interest in Group companies held by Banca Lombarda e Piemontese included the transfer to the Parent Bank of all the shares in Solimm S.p.A., a real estate company, and subscription by the Parent Bank for its share of the increase in the capital of SBS Leasing S.p.A.. 20 In relation to Solimm, Banca Lombarda e Piemontese has acquired the remaining 2% interest held by Banco di San Giorgio for about 56 thousand Euro, determined with reference to the book value of stockholders’ equity; the purpose of this transaction was to streamline the ownership structure of the Group. With regard to SBS Leasing, 98% owned, the increase in capital involved the payment of 19.7 million Euro and raised the total investment to 55.7 mill Euro; the purpose of this transaction was to adjust the company’s capital structure to reflect the scale of its operations. Other companies In January and November, Banca Lombarda e Piemontese subscribed for its share of a double capital increase by Lombarda Vita, a 49.9% held insurance joint venture with Società Cattolica di Assicurazione; total payments amounted to 22.5 million Euro, thereby increasing the investment in this company to 28.4 million Euro. The purpose of this major recapitalization is to provide the company with a capital structure capable of supporting the rapid growth in its activities. Among new equity investments, the most significant took place in December with the formation of Siderfactor S.p.A. by CBI Factor, in a joint venture with the Marcegaglia steel group. This new company will focus on factoring amounts due to the suppliers of the Marcegaglia Group by that group. CBI Factor has taken a 27% interest in this company for 324 thousand Euro, and has signed stockholders’ agreements that ensure the exercise of joint control. This transaction is part of a strategy to strengthen activities in the factoring sector by replicating with a solid partner, the Marcegaglia Group, the captive company model so successfully tested with the Electrolux Group. In January, Banco di Brescia acquired 10.06% of Vemer Siber Group S.p.A., a Brescia-based company listed on the Milan stock exchange and parent of a group that mainly operates in the electrical products sector. The amount invested was 6.5 million Euro. The investment took place by subscribing at par value to a capital increase reserved for Banco di Brescia and other banks as part of the restructuring of the company’s exposure to the banking system, including Banco di Brescia. A 2.72% interest in the company was sold in July for 1.8 million Euro; this transaction, carried out at par value and therefore without effect on the statement of income, was related to the exercise of a call option granted to a third party at the time the investment was acquired by Banco di Brescia. Following this sale, the residual interest is 7.34%, with a book value of 4.8 million Euro. 21 On allocation of the net income for 2002 of Banca Intesa, Banca Lombarda e Piemontese and Banco di Brescia were allotted bonus shares in the ratio of 1 ordinary share for every 40 held by each stockholder in any category; accordingly, these companies received, respectively, 3,259,712 and 112,914 ordinary shares worth 7.0 million Euro and 0.2 million Euro. As a result of this allocation, the Group’s interest in the ordinary capital of Banca Intesa has risen from 2.28% to 2.34% and the book value of the investment has increased to 330.6 million Euro. In May, Banca Lombarda e Piemontese acquired 10% of Ponente S.r.l., renamed Lombarda Lease Finance 3 S.r.l., which became the vehicle company for a new securitization transaction involving lease installments due to SBS Leasing; the payment for this interest in the company, which is 90% owned by an independent Netherlands Foundation, amounted to about 1,000 Euro. The securitization transaction completed in June involved the issue of notes with a par value of 662.6 million Euro by the company and the acquisition of lease installments with a face value of 650.5 million Euro. SBS Leasing subscribed for junior notes totaling 12.55 million Euro. In November, Banco di Brescia acquired 0.06% of Autostrade Lombarde S.p.A., the company responsible for constructing the new Brescia-Bergamo-Milan motorway link; this transaction took place by subscription to a capital increase and involved the payment of 18 thousand Euro for threetenths of the capital subscribed. The reason for this acquisition is to facilitate the inclusion of Banco di Brescia, together with other banks, as a financial partner in this broad initiative. In August, Banca Lombarda e Piemontese sold its 33.33% interest in Itradeplace, a company set up to create a business-to-business portal aimed at developing online commercial transactions. The sale raised 0.5 million Euro and generated a gain of 0.2 million Euro. At the same time, the Bank’s share of the stockholders’ interest-bearing loan to the company was also repaid (0.5 million Euro). 22 Banca Lombarda e Piemontese S.p.A. - Group Structure Asset Management Banks 100% 49% Banco di Brescia S.p.A. 100% Capitalgest Alternative Investments SGR S.p.A. 100% Grifogest S.p.A 51% Solofid 8.72% 74.24% Capitalgest SGR S.p.A. 100% 100% Sifru Gestioni Fiduciarie SIM S.p.A Banca di Valle Camonica S.p.A. 99% Lombarda Advisory S.A. Near-banking and Financial 57.83% (*) Banca Regionale Europea S.p.A. SBS Leasing S.p.A 98% CBI Factor S.p.A. 97.23% 39% 60% 15.20% Veneta Factoring S.p.A. 39% Banca Cassa di Risparmio di Tortona S.p.A. 40% 32.63% Banco di S. Giorgio S.p.A. 54.07% 0.51% 91.90% Banca Lombarda International S.A. 51% 7.59% 95% Electrolux Financiera S.A. 51% Silf S.p.A. 60% Mercati Finanziari SIM S.p.A. 100% Banca Lombarda Preferred Capital Co. LLC 100% GE.SE.RI. S.p.A. (in liquidation) Others 100% Banca Lombarda Private Investment S.p.A. Sbim S.p.A. 100% Solimm S.p.A. 100% Lombarda Sistemi e Servizi S.p.A. 100% (*) with reference to ordinary capital stock Andros S.r.l. Corporation Financiére Européenne S.A. 23 100% 63.75% ORGANIZATIONAL CHANGES In February 2003, Victor Massiah took over as General Manager of Banca Lombarda e Piemontese from Bruno Degrandi. Bruno Degrandi has terminated his employment with the Bank, but still maintains a position on the boards of certain Group companies. Work to reorganize during 2003 related to projects that commenced in prior years, as well as to new action. The principal areas of action are described below. During 2003, Banca Lombarda e Piemontese and other Italian banks promoted the Patti Chiari (clear terms) initiative, a project launched by the Italian Banking Association with a view to “re-writing”, in new and positive terms, the system of relations between banks and the community. «Patti Chiari» is a quality brand that guarantees customers the principles of transparency, clarity and comparability. All Group banks became members of the “Patti Chiari Consortium” at the time of its formation on September 9. The project has various working parties that cover savings, lending and services; the following initiatives were launched during the fourth quarter of 2003 and the first three months of 2004: • FARO (on-line identification of the nearest ATM). • List of bonds with low risk and low yield. • Clear information about subordinated structured bank bonds. • General criteria for assessing the borrowing capacity of SMEs. • Comparison of current accounts. • Basic banking services. • Average response times for lending to small firms. • Guaranteed access times for amounts paid in by check. The procedures for certifying the initiatives launched by Group banks will commence during 2004. With regard to the distribution network, much work has been done within the context of major strategic projects. The principal activity in relation to the Group’s divisionalized distribution model concerned the “codification” of certain rules needed to standardize the criteria for segmentation, the definition of customer portfolios and the identification of uniform professional families for network operators. The related rules have been distributed within the Group and the necessary IT work has begun. 24 In addition, specific organizational work has been performed to refine the segmentation of customers into «portfolios» administered by responsible professionals at the branches of Banca Cassa di Risparmio di Tortona and Banca di Valle Camonica, with a view to raising the level of operational efficiency and commercial effectiveness of the distribution network. The following projects are part of efforts to improve the efficiency of the distribution network: • Analysis of Resources dedicated to Administrative Activities. Launched in 2002 and in its final stages, the purpose of this project is to determine the theoretical capacity utilization of the resources employed in retail branch executive/administrative activities, in order to identify an efficient level of staffing. The next stage, already planned, will be to refine the model and develop a capacity utilization indicator for the commercial activities at retail branches. The extension of this analysis to the Corporate Business Units has already commenced. • Optimization of the Retail Model. This project was also started in 2002. Work in 2003 included various action to optimize operational processes within the commercial network, in order to enhance its ability to sell and rationalize activity with a view to saving time and containing costs. The following projects involving the branch network are of particular importance: • The Internal Credit Portal is a project aimed at further improving the commercial relationship with customers and strengthening controls over credit risk by the local branches. The portal is a new point for congregating all the information and applications in support of the lending process. It has a state-of-the art graphic interface, user-friendly navigation systems and its functions and potential mean that it has an important strategic role to play. • Internal Retail and Asset Allocation Portal is the project aimed at strengthening the customer relationship, supporting commercial campaigns and the achievement of cross-selling objectives. Its functions allow for customer segmentation to be refined still further using different behavioral profiles, making it possible to tailor the range of products offered more effectively. Work started on the project during the first semester and a prototype version was ready by the end of July. Lastly, the following projects are also worthy of mention: • The Broadband network project is of considerable strategic importance, since it involves migration to a new network infrastructure with a transmission capacity up to 15 times greater than at present. Implementation of this new infrastructure will help to improve system performance considerably, with major benefits for the quality of customer service. 25 • Integration of Banca Lombarda Private Investment within the Group’s IT platform, which was completed during the second half of November. The transfer of the “Linea Top” asset management activities to Capitalgest was completed in early 2003. Previously, this line was only distributed by Banco di Brescia which administered it directly. As a result of this centralisation, the service is now distributed by all Group banks. The regulations of the Operations Committee, now renamed Asset Allocation Committee, have been revised in this context. In particular, this body no longer authorizes transactions but rather coordinates or provides support to Group banks. Having considered the recommendations of the Committee, Group banks now give the Authorized Manager (Capitalgest) independent instructions with regard to the investment policies to be adopted. Various changes have been made with regard to the organization of Banca Lombarda e Piemontese and the central functions performed on behalf of Group companies. A Finance Development Plan was established for Banca Lombarda e Piemontese during the first semester of 2003, with a view to seeking sources of revenue that are more stable over time and less conditioned by the volatility of the financial markets. This last objective is being pursued by the identification of new businesses that are significantly linked with the activities of the other business units and Group companies, with a view to integration and the provision of support. Another of the project’s goals is to rationalize activities in such a way that efficiency is improved and organization streamlined. This will involve making the most of the investments already made and improving control over the business by making specific changes to the organizational structure and providing IT support. Implementation of this complex plan commenced during the second semester, involving work on processes, controls, human resources and IT systems. This has resulted in adoption of the new organization structure for the Finance Area in early 2004. The following organizational changes have been made to strengthen governance at the Parent Bank and improve the quality of services provided by Banca Lombarda to Group companies: • a document entitled “Corporate Governance – Regulations for governing and controling the Banca Lombarda e Piemontese Group» was approved during 2003 in order to bring together the various regulations and ensure their consistency. The document sets down the Corporate Governance regulations for the Group and, in particular, guidelines and institutional mechanisms for the functioning of the Group. In this regulatory context, Banca Lombarda e Piemontese has redefined in detail the services provided by the Parent Bank and revised the related Service contracts with the network banks and Lombarda Sistemi e Servizi. 26 Consistent with the Corporate Governance Regulations, a project was launched to revise the Group Regulations which is now in its final stages. The objective has been to define more precisely the operational processes and institutional mechanisms for functioning set down in the Corporate Governance regulations. The changes made to the organizational structure during 2003 have taken account of the guidelines established within the Corporate Governance Regulations and the preliminary results of the Group Regulations project. • The Products and Channels Strategic Marketing Area, renamed Strategic Marketing Area, has made a series of organizational changes for greater consistency with the Group’s distribution model based on the segmentation of customers. To this end, the activities carried out by the Network of Financial Consultants and the Banca Lombarda Points have been moved from the Marketing Area to the new Commercial Area. • The Administrative Area within Banca Lombarda e Piemontese has been reshaped in order to respond to changing requirements, given the development of the Group and the modifications introduced by the New Accounting Model, the IAS, the Reform of Company Law and the Tax Reforms. • Finally with regard to organizational changes, the Strategic Development and Organization Area activated at the end of 2002 gradually became fully operational during 2003. The functions attributed to this Area include, in particular, the coordination of organizational planning and development and the provision of support for business strategies, by defining approaches to implementation that cover structures, processes and human resources. Further significant structural changes at Banca Lombarda e Piemontese were approved at the end of 2003 and implemented at the start of 2004. In particular, Ettore Medda, Alberto Pella and Elvio Sonnino became Deputy General Managers from January 1, 2004, and will assist the General Manager, Victor Massiah, in the management of Banca Lombarda e Piemontese. In this regard, Elvio Sonnino is seconded to Lombarda Sistemi e Servizi with the grade of General Manager. At the same time, a new Credit Area has been established and the Corporate Secretariat has been strengthened with the creation of a Legal Function. The creation of a Business Finance unit has also been approved, in order to provide adequate support to the network banks that provide extraordinary finance to corporate customers. This unit will work together with the Investment Banking unit created within the Finance Area. With regard to the Risks Area, a unit has been established to administer the insurance cover of Group companies. This function became operational in early 2004. 27 A project has been devised with a view to redefining the entire “system of compliance», given the increased focus of domestic and international Supervisory Authorities on compliance by banks with the various regulatory requirements, as well as the guidelines for the “Compliance Function” established by the Basel Committee. This project includes action to ensure that the Group is constantly updated on regulatory changes, identifies the implications and impact of new regulatory requirements, makes consequent changes to the internal organization and regulations, and promotes and constantly verifies compliance by the organization, processes and personnel with the law and internal and external regulations. The following projects were launched during the second semester of 2003 with a view to aligning the Group’s organizational structure with external regulatory requirements and, at the same time, take advantage of business opportunities: • Analysis of the organizational impact of the new Basel II Agreement. The purpose of this project is to assess the impact on the organization and processes of the Banca Lombarda e Piemontese Group deriving from the new system for measuring credit risk developed in accordance with the guidelines laid down by the Basel II Agreement. The first step was to analyze lending processes and the organizational structures within the Group dedicated to lending. Subsequently, as a second step, the required organizational and process modifications were defined together with the necessary supporting tools. • Reform of Company Law. The purpose of this project was to analyze the impact of the Reform of Company Law (Decree 6 dated January 17, 2003), identifying the changes and action needed in relation to the Credit process, Finance, the By-laws and the Financial Statements of Group companies. Particular attention was paid to changes affecting the granting of lines of credit in regulatory, procedural and IT terms, as well as the training requirements for the network and the by-laws. DEVELOPMENTS IN PRODUCT SALES AND MARKETING During 2003, the Group continued its drive to innovate in the various areas of banking activity. In the area of Asset Management, the expansion of the product range was intended to meet new customer requirements, especially for forms of investment that offer greater assurance for the protection of savings. In the segment for products with guaranteed yields and capital protection, a number of further refinements were introduced to the GPF Crescita Protetta (protected growth) line; in fact, the new GPF Garanzia Attiva portfolio management scheme was launched in April. 28 This portfolio management solution offers a more dynamic guarantee mechanism, allowing improved performance thanks to new operating strategies. The value of the assets invested is protected through reinvestment in a liquidity fund, making the product particularly flexible. The Group has also introduced a new service known as Investment in portfolio management schemes through savings plans. This service has been well received thanks to its flexibility. The placement of a new fund known as Grifo Plus, managed by Grifogest Sgr, commenced in November. “Grifo Plus” is a flexible fund and, right from the early months, has been well received by customers. The distribution of the funds managed by the newly-formed Capitalgest Alternative Investment commenced during the year. Two new hedge funds were launched in the latter part of the year. These are funds of funds known as, respectively, Capitalgest Alternative Dynamic and Capitalgest Alternative Conservative. These two new products were much appreciated by the public, thus confirming the positive market trend already in evidence. The bancassurance segments continued to grow strongly in 2003, with premiums written almost reaching 1,200 million Euro, up 11.2% with respect to 2002. The situation in the financial markets heightened the already marked risk aversion of savers, who directed their preferences towards more traditional policies. The premiums for accumulation products represented 44% of total insurance premium revenues. The weighting of Unit and Index Linked products remained significant. The success of unit-linked guaranteed-capital insurance products resulted in the launch of two new “Quota Sicura Multimanager” lines. The range of products sold specifically by financial consultants was also enlarged, with the addition of the “Stellar serie I 2003” indexlinked line, and “Formula Link Platinum”, a new unit-linked product with no subscription costs. The “Stellar” line is an index-linked, single premium policy, with the capital invested guaranteed at maturity and whose return depends upon the performance of the DJ Global Titans 50 index. “Formula Link Platinum” is a traditional type of unit-linked product, whose return is solely linked to the performance of the selected funds and does not guarantee the capital invested. The lack of protection is compensated for by being able to select from among the various investment options that most suited to the investor’s own risk profile. The traditional lines have also been extended by the “Crescita Giovane” supplementary pension plan, a regular premium policy offering great flexibility and low commission costs. In the area of direct deposits, the Eonia Bonds issued by Group banks met with a positive reception from customers. These bonds are indexed to the daily Eonia rate and their price has a relatively limited risk of fluctuation, a fact that is particularly appreciated by customers at times of highly volatile markets. 29 With regard to commercial initiatives in the lending area, the new line of Mutuo Chiaro products was launched in March. This represents a new answer to the growing demand for mortgages, offering solutions that are increasingly clear and complete. The conditions can be customized and involve loans of up to 100% of the value of the property. The launch of this new line in February was accompanied by a successful promotional campaign that was very well received by both the public and the specialist press. The “Soddisfatti e Rimborsati” (satisfied and reimbursed) initiative was launched in the early part of the year. This campaign was directed at savers who were not yet the Group’s customers, by specifically promoting the quality of its banking services and the competitive nature of the related conditions. Customer response was favorable with a good level of take-up. Promotion of the Conto Creso account package also continued; Banca Cassa di Risparmio di Tortona started offering it in February. This package is aimed at retail customers and is divided into four lines as follows: Doblone for private clients, Fiorino for customers with medium-size financial assets, Ghinea for all other customers. The fourth line is called “Università” and is directed at university students. Focus on the customer segments that are less bank-aware resulted in the launch of “Easy Money Transfer”, a new package of banking services dedicated exclusively to immigrants. The strengths of this product include the “Conto Easy” and a range of assistance for the transfer of funds abroad. In addition, the contents of a proposal for “young people” have been defined and will be the subject of specific promotional activity when launched during the first semester of 2004. A number of projects were started in the Cash segment. Innovations mostly related to the prepaid S€MPRE cards, ATM and “Extensive” services. More specifically, a prepaid international Web version of the S€MPRE card was introduced, completing the functions of this prepaid card with the addition of internet-based transactions. This proposal is new for the Italian market and uses the international MasterCard circuit. The “ S€MPRE PER TE” loyalty program has been particularly successful, even winning a quality award. IT channels and services As from April it has been possible to top-up “3» branded UMTS phones at the Group’s ATMs; it is now possible to pay television license fees at the Group’s ATMs as well. Lastly, via the call center it is possible to request the automatic issue of a duplicate multi-function S€MPRE credit card in the event of lost or stolen cards being blocked. 30 Customer use of the new virtual channels intensified during 2003 and about 10% of current accounts are associated with customers that use the Group’s Internet and telephone banking services. The number of transfers arranged via the Internet banking services has almost doubled, confirming the rapid growth experienced in 2002. There has also been a significant increase in the volume of trading on line transactions. The number of top-up transactions for telephone and prepaid cards has also grown very significantly. Online sales and purchases of the Capitalgest fund reported a reasonable increase, although still modest. The trading on line service has been extended to cover foreign “blue chips». The functions available users of the “Extensive” service have been expanded further. Marketing of the Bankpassweb, the secure internet payment system, began during the first semester. The new service consists of two versions: one for consumers (“digital wallet”) and one for businesses (“virtual pos”). Usage of the virtual channel by information seekers was particularly intensive, and the Contact Center has confirmed its specific role as a service center for customers. There were 230,000 calls during the year, while the automated reply system routed 350,000 calls. Financial consultants Major changes were made to Banca Lombarda e Piemontese’s network of financial consultants during 2003. Banca Idea, subsequently renamed Banca Lombarda Private Investment, was acquired during the year in order to accelerate achievement of the planned number of 800 experienced financial consultants. At the end of 2003, Banca Lombarda Private Investment has 182 financial consultants who, together with the 423 consultants of Banca Lombarda e Piemontese, comprise a network of 605 persons. Pursuit of the objective to expand rapidly has been combined with organizational measures designed to encourage the loyalty of consultants and a review of the commission structure, in order to further contain the fixed elements. This action resulted in a selective shake-out of consultants without any adverse effect on volumes which, rather, increased considerably. More specifically: • the network of consultants reporting to Banca Lombarda e Piemontese was responsible for direct and indirect deposits in excess of 1,400 million Euro. Six new Banca Lombarda Points were opened during the year in Turin, Genoa, Pisa, Latina, RomaOstia and Salerno. At the end of 2003 there was a total of 20 such points. 31 • Banca Lombarda Private Investment (formerly Banca Idea) administered assets totaling about 410 million Euro at the time of acquisition. This aggregate has risen to 461 million Euro at the end of 2003. The Commercial Area has been established by Banca Lombarda e Piemontese in order to administer the network of financial consultants, the Banca Lombarda Points and the Private Banking units established within Banca Lombarda commencing from March 2003. The Private units comprise bank employees tasked with gaining market share in the “private banking” segment. This represents a new approach to the Parent Bank’s project for the development of a new network with variable costs, intended to gain share in markets not served by the branches of the subsidiary network banks. The Private Banking units took on 11 Relationship Managers during the year, which resulted in new deposits in excess of 250 million Euro. The work of the Relationship Managers has been supported by opening 3 Private Centers in Turin, Rome and Genoa. For branch transactions, these units are supported by the network of Banca Lombarda Points located throughout Italy. Branch network At the end of the year, the Group’s branch network, comprising traditional branches and Banca Lombarda Points, consisted of 783 branches. Six new Banca Lombarda Points, branches that support the activities of the Group’s financial consultants, were opened during 2003. Banca Lombarda Private Investment, which joined the Banca Lombarda Group in July, has activated 4 new branches - in addition to the established Milan branch - by converting offices previously used by consultants for administrative purposes. Lastly, Banca Regionale Europea has opened a branch in Nice, France, while Banco di San Giorgio has opened a branch in Rapallo. The following table shows the geographic distribution of the Group’s branches as of December 31, 2003. 32 Region Banca CR di Banco di San Banca di Valle Tortona Giorgio Camonica Europea Brescia - - - - - 1 - 1 1 1 Total ABRUZZO - - - - - 1 1 2 CAMPANIA - - - - - 1 1 - 1 1 Total CAMPANIA - - - - - 2 - 2 EMILIAROMAGNA PARMA PIACENZA BOLOGNA - - - 3 8 - 2 - 1 - 5 8 1 Total EMILIA-ROMAGNA - - - 11 2 1 - 14 FRIULIV. GIULIA - - - - 3 9 - - 3 9 Total FRIULI-VENEZIA GIULIA - - - - 12 - - 12 LAZIO - - - - 2 19 33 - 1 4 1 - 3 23 33 1 - - - - 54 6 - 60 - 15 7 9 - - 1 - 1 1 - - 17 7 1 9 - 31 - - 1 2 - 34 - - 8 38 1 9 - 5 1 1 5 1 2 2 40 48 4 22 181 4 4 2 6 47 12 1 - 1 - 35 220 6 9 3 2 8 89 48 9 16 - - 56 109 278 1 1 445 29 - - - 1 2 124 4 11 2 1 - 1 - - 30 2 124 4 13 2 29 - - 144 1 1 - 175 - - - - - 1 1 1 3 - 1 1 1 3 ABRUZZO Province L’AQUILA PESCARA NAPLES SALERNO PORDENONE UDINE LATINA ROME VITERBO FROSINONE Total LAZIO LIGURIA GENOA IMPERIA LA SPEZIA SAVONA Total LIGURIA LOMBARDY BERGAMO BRESCIA COMO CREMONA LECCO LODI MANTUA MILAN PAVIA SONDRIO VARESE Total LOMBARDY PIEDMONT ALESSANDRIA ASTI CUNEO NOVARA TURIN VERCELLI Total PIEDMONT PUGLIA Total PUGLIA BARI FOGGIA TARANTO Banca Reg. Banco di Banca Banca Grand Lombarda Lombarda P.I. Total (following) 33 (straight) Region Banca CR di Banco di San Banca di Valle Tortona Giorgio Camonica Europea Brescia - 1 - - - - 1 1 1 1 - 1 1 1 1 1 Total TUSCANY - 1 - - - 1 3 5 TRENT.A.A. - - - - 2 - - 2 Total TRENTINO-ALTO ADIGE - - - - 2 - - 2 UMBRIA - - - - - 1 - 1 Total UMBRIA - - - - - 1 - 1 VAL D'AOSTA AOSTA - - - 1 - - - 1 Total VAL D' AOSTA - - - 1 - - - 1 VENETO - - - - 3 3 2 12 4 1 - - 3 3 3 12 4 Total VENETO - - - - 24 1 - 25 TOTAL ITALY 29 32 56 265 374 20 5 781 - - - 1 1 - - - 1 1 29 32 56 266 375 20 5 783 TUSCANY FRANCE Province MASSA CARRARA GROSSETO LUCCA PRATO PISA TRENTO TERNI PADUA TREVISO VENICE VERONA VICENZA LUXEMBOURG NICE GRAND TOTAL Banca Reg. Banco di Banca Banca Grand Lombarda Lombarda P.I. Total RISK MANAGEMENT The overall design of the risk management system is based on the principles laid down for such matters by the Basel Committee for Banking Supervision and is in line with the instructions issued by the Bank of Italy. In particular, the functions of identifying, measuring and controlling quantifiable risks on an integrated basis have been centralized in independent departments within the Parent Bank (Risk Management and Planning and Management Accounting). These departments are responsible for ensuring constant control over the Group’s current and prospective exposure to market, lending, liquidity and operating risks. The functions carried out by the risk management department take two forms: • management of current risks, carried out through the existing control system; • a profiling project for the development of a system for the control of risk consistent with the “New Basel Capital Accord” proposed by the Basel Committee in January 2001. 34 Consistent with the Basel requirements, the Credit Function was detached from the Risks Area at the end of 2003 and has become the Credit Area, with responsibility for the guidance and general supervision of lending activity at Group level. The Risk Area includes the Risk Management sector which is separated into three distinct functions, each dedicated to managing one of the risks identified in the proposed New Basel Capital Accord (credit, market and operational risk). This Area now also monitors Insurance activities at Group level, in order to harmonize application of the results of the Operational Risks project. Current activities The control of interest risk is carried out by means of Gap analysis and Sensitivity models, using the Static A&LM system, developed during the course of 2001, which forms part of a wider project entitled the “Evolution and integration of the financial risk management and control system”. In particular, the Static A&LM system (operational from September 2001 for all banks in the Group) introduces important features absent from the previous system: • the “stickiness» of positions due on demand; • the index-linking of floating rate positions (especially mortgage loans); • an initial approach to the logic of transferring risks and yields using the model of Risk Taking Centers, reflecting the current divisionalization of the Commercial Banks (Corporate, Retail, Institutional Counterparties, Private Customers, Financial Consultants). Sensitivity is measured in terms of duration (sensitivity of values to parallel shifts in the yield curve of 100 bp). Gap analysis is carried out both with a view to the short term (within 12 months) and to the medium/long term (beyond 12 months). The analysis up to 12 months is carried out by groups of monthly maturities, while six-monthly groups are used up to 3 years and annual ones for maturities over 3 years. Static A&LM is also used to analyze liquidity risk, based on the flows of principal and interest falling due each month over the next twelve months. A&LM reports are produced monthly for the larger banks in the Group, and quarterly for the other banks. Gap analysis beyond a year is also carried out with greater frequency any time it is necessary to monitor the interest rate risk to ensure balance sheet items are hedged properly. 35 As regards the market risk generated by the Finance Department’s trading activity, at the start of 2003 the Board of Directors of Banca Lombarda e Piemontese approved a new set of Finance Regulations giving the Finance Department limits in terms of Value At Risk (VaR) calculated using variance/covariance methods, with a time horizon of one day and a confidence level of 99%; these risk limits are also accompanied by Stop Loss criteria. The limits for VaR cover: 1. Exposure to exchange risk; 2. Exposure to equity risk; 3. Exposure to interest rate risk. 4. Exposure to volatility risk (Vega risk). In order to limit exposure to corporate securities, criteria have been introduced that will lead to the definition of limits in terms of notional amounts per sector/rating. The new finance regulations also contain an approval process for new business on financial markets. As regards exposure to interbank markets and interest risk generated by the Group’s structural assets (Banking Book), the Finance Regulations define limits for the Finance Department’s activities on behalf of all Group banks in order to ensure structured, effective management of the different levels of risk. The ratio of the sensitivity of the value of on- and off- balance sheet assets and liabilities less trading balances to stockholders’ equity will be monitored in this respect. When calculating this ratio, all balance sheet items have to be marked to market, even those that are not negotiable, so that any exposures of all assets and liabilities to interest rate risk can be evaluated. The upper limit for this ratio is set at 2% of stockholders’ equity for the Parent Bank. the method used for calculating sensitivity, both for the unrestricted securities portfolio and for the entire balance sheet structure, is called parallel shift analysis. This method calculates the change in value in reaction to parallel shocks to the entire interest rate structure: the Banca Lombarda e Piemontese Group has assumed a shock of +/-100 basis points, calculated by means of A&LM and VaR. The subsidiary banks have also adopted the Finance Regulations and have granted a mandate to Banca Lombarda e Piemontese to manage their securities portfolio and financial risks. This mandate establishes that the Finance Area has to operate within the limits laid down in the Regulations. 36 As for lending risk, the procedure currently in use makes it possible to take account of the Group’s overall exposure to an individual customer or group of related customers. The credit limits are reviewed on a daily basis and any overruns not previously authorized are identified and reported to the appropriate level of authority, so as to check the global exposure to each authorized borrower. Control over the regularity of all positions is carried out by a specific central function at each of the subsidiary banks, with the power to classify loans in the way that suits them best if branches appear not to be monitoring the situation adequately. As regards the monitoring of performing loans, automated risk analysis procedures are used to highlight counterparties showing anomalies, which are then examined individually. In order to measure the potential loss of value inherent in the performing loans portfolio and calculate the amount of the general provisions that need to be made, current procedures work out the amount of the writedown to be applied to individual counterparties and to the individual types of loans, based on the results of this automated risk analysis procedure. For any anomalous positions within the performing loans category, higher writedown rates are applied automatically. In addition, positions considered of greatest risk are written down on a case-by-case basis. The Parent Bank reviews the performance of each bank’s loan portfolio by geographical area, sector of the economy and customer segment. In so doing it identifies the proportion of non-performing and anomalous situations, thereby providing fundamentally important information for devising a prudent strategy for commercial development. As regards the management of credit limits for Italian and foreign institutional counterparties and country risk, there are IT procedures in place to monitor these risks. Ratings on institutional counterparties and countries are also obtained from outside agencies in order to have constant updates on their solvency. As for legal risk, the Bank maintains constant control over the validity, effectiveness and enforceability of contracts under current legal norms and regulations. As regards the validity and effectiveness of contracts, the formats developed by the trade associations (ABI, ISDA, etc) are usually adopted, adapting them if necessary to our own requirements. As regards the checking of signature powers, suitable documentation (by-laws, board resolutions, powers of attorney, etc) is obtained on each occasion as required. 37 Project development The project development activities performed by the Parent Bank’s Risk and Planning and Management Accounting departments are particularly important. They seek to provide the Group with a system for controlling market, lending and operational risks according to the classification recommended by the Basel Committee, which is geared to risk management and control as well as the allocation of capital. The Group is being organized by business areas in order to: • improve corporate governance at the business level; • explicitly consider “risk” as a key factor when deciding how to allocate assets; • reason by lines of business in terms of their contribution to the creation of stockholder value in order to allocate the Group’s capital more effectively. As for credit risk, the Parent Bank’s Risk Department is currently leading a project aimed at setting up a system of lending risk management and control, parts of which will be submitted for Bank of Italy authorization. This program is one step in the process of adopting new standards for quantifying capital for supervisory purposes, as recommended by the “New Basel Capital Accord”. The project will be implemented using a step-by-step approach made up of various phases, at the end of which it will be possible to obtain a rating and measure the capital at risk for each and every customer, together with the related credit exposures by using Credit Value at Risk methods (CreditVaR). The project is currently at the stage of developing the Group’s internal rating model. The internal rating system will become an integral part of the various processes of customer credit line approval, lending policy management and pricing, and the measurement of the risk capital allocated. The customers will be grouped divided into “Large Corporate”, “Corporate”, “Small Business” and “Retail” for development of the models. Presently, models currently being prepared are those relating to the “Large Corporate” businesses - as part of the S.I.R.C. project promoted by the Centrale dei Bilanci (Financial Statement Archive) in Turin, together with primary Italian banking groups - and the “Corporate” segment. The Group is currently analyzing the other customer segments. As for operational risk, work has begun on a group-wide project aimed at setting up an integrated system for the identification, measurement and control of operating risks, based on international best practices and the qualitative and quantitative standards recommended in the New Basel Accord. 38 At present, the Banca Lombarda e Piemontese Group has implemented the requirements for the Standardized Approach, as indicated in the current version of the New Basel Accord. The project also envisages taking the steps necessary to apply an Advanced internal measurement system, at least for the more significant business lines. As regards the status of the project currently in progress, the operating losses in 2001 and 2002 have been historically reconstructed and, starting in early 2003, there is a function, available on the Group’s internal network, for the integrated and systematic reporting of such losses. In keeping with the recommendations contained in the proposed New Basel Accord, an organizational model has been defined for managing operating risks and an Operational Risks Committee set up within the Parent Bank, charged with deciding policies and monitoring the complex process of Operational Risk Management. As already stated, a specific function for studying methods, analysis and assessment of these risks is operating within the Risk Management sector. The Group has also joined the DIPO Observatory on operational risks launched by the Italian Bankers’ Association for the exchange of data on losses by the industry as a whole. AUDIT ACTIVITIES The system of internal control adopted by the Banca Lombarda e Piemontese Group involves, in the first place, the Board of Directors and senior management, who define the strategies, policies and control objectives for all the risks that have been identified. The Board also establishes the way that powers are delegated in order to ensure that the various levels of risk are managed in a careful and effective manner. After this, the system of controls involves in various ways the administrative functions, the Board of Statutory Auditors, the Internal Control Committee, Management and Personnel. Verification that operations are performed properly is entrusted to a specific internal auditing function which assesses the overall functioning of the system of internal controls designed to guarantee the effectiveness and efficiency of business processes, the safeguarding of assets and the avoidance of losses, as well as the reliability and completeness of accounting and management information. Verification work is performed directly in relation to the Parent Bank and at those Group companies that have arranged for outsourcing support; work at the other subsidiaries was carried out in accordance with recommendations from the Bank of Italy. 39 Activities comprise: - verification of operational processes within central and branch functions, including on site checks, covering compliance with legislative and regulatory requirements, as well as the adequacy of internal regulations and related compliance; - verification of the adequacy of line controls and the reliability of the operational structures and mechanisms for delegation; - verification of the accuracy of the information available in the various areas and the way it is used; - verification of the lending process and loan administration, including remote monitoring; - assessment of the adequacy and effectiveness of the processes for the development and administration of the information systems, in order to ensure their reliability, security and functionality; - monitoring, with on site visits, of dealing in financial instruments and the adequacy of the related control systems, as well as of compliance with the rules of conduct; - verification of compliance with the anti-money laundering regulations, together with the provision of consultancy and other awareness support. Internal auditing activities are carried out with reference to an annual plan, devised following an analysis of the risks in order to determine the priorities, consistent with the Bank’s objectives. The assessment of the systems of internal control and the results of the verification work performed are periodically presented to the Board and supervisory committees; any weaknesses identified during on site visits are communicated to the managers of the organizational units concerned for the implementation of timely action, which is the subject of follow-up activity. 40 HUMAN RESOURCES At December 31, 2003, the Group employed 7,475 persons, including 328 under fixed-term contracts and 550 under part-time contracts. The breakdown of employment by Group company is as follows: COMPANY STAFF EMPLOYED 12.31.2002 Total of which on long-term contracts BANCA LOMBARDA 409 371 BANCA LOMBARDA PRIVATE INVESTMENT LOMBARDA SISTEMI E SERVIZI 634 602 STAFF EMPLOYED 12.31.2003 Total of which on long-term contracts DIFFERENCE Total of which on long-term contracts 49 455 420 46 17 11 17 11 652 628 18 26 BANCA REGIONALE EUROPEA 2,026 1,985 1,977 1,954 - 49 - 31 BANCO DI BRESCIA (incl. Luxembourg branch) 3,004 2,816 2,965 2,810 - 39 -6 6 5 5 5 -1 - BANCA DI VALLE CAMONICA 377 357 377 35 - -4 BANCA CASSA DI RISPARMIO DI TORTONA 219 211 215 213 -4 2 BANCO DI SAN GIORGIO 217 206 220 207 3 1 SBS LEASING 145 136 155 150 10 14 CBI FACTOR 132 109 129 108 -3 -1 SILF 81 75 99 95 18 20 CAPITALGEST 57 55 63 61 6 6 BANCO DI BRESCIA (Luxebourg branch subject to Lux. law) CAPITALGEST ALTERNATIVE INVESTMENT - - 1 1 1 1 VENETA FACTORING 45 38 44 38 -1 - GRIFOGEST 19 18 23 21 4 3 BANCA LOMBARDA INTERNATIONAL 47 44 46 45 -1 1 SOLOFID 11 11 14 11 3 - MERCATI FINANZIARI 14 14 15 13 1 -1 3 3 3 3 - - 7.446 7.056 7.475 7.147 29 91 SIFRU SIM TOTALE RESOURCES Total employment has increased by 29 persons since December 31, 2002. This rise principally relates to the addition to the Group of Banca Lombarda Private Investment (+ 17 persons) and to the effect of new jobs created within Banca Lombarda (+ 46 persons, mostly in the Commercial Area following expansion of the network of financial consultants), Lombarda Sistemi e Servizi (+ 18 persons), S.B.S. Leasing (+ 10 persons) and SILF (+ 18 persons), net of terminations at Banco di Brescia (- 39 persons) and Banca Regionale Europea (- 49 persons). The reduction in employment at Banco di Brescia and Banca Regionale Europea reflects efficiency improvements deriving from the gradual rationalization of central departments and operating units subject to territorial overlap following the reallocation of branches among Group banks in 2002. 41 Rationalization of the workforce With regard to the management of human resources within the Banca Lombarda e Piemontese Group, significant action was taken in 2003 with regard to the rationalization of the workforce, completion of work to renew the supplementary in-house agreements, and the continuous education of employees. In addition, the objectives set for the containment of payroll costs were achieved in 2003, with a rise of about 2% at Group level following incisive action to reduce the level of untaken vacation and further contain overtime working. Work continued in 2003 on streamlining organizational structures (particularly those at head office) and optimizing the allocation of human resources within the Group, mostly through transfers of individual employment contracts. Implementation of the agreements reached between Group companies and the respective trade unions was completed in the second semester. These relate to admission to the“ “Solidarity fund for income and employment support, and retraining of banking personnel» of workers meeting the requirements set out in Ministerial Decree no. 158/2000 and subsequent minutes of the meeting held at the Italian Bankers’ Association on January 24, 2001. This recourse to the Solidarity Fund relates to 189 employees, analyzed as follows by Group company: COMPANY ACCESS TO THE % OF SOLIDARITY FUND STAFF BANCA LOMBARDA 5 1,1 BANCO DI BRESCIA 77 2,6 BANCA REGIONALE EUROPEA 73 3,7 BANCA DI VALLE CAMONICA 9 2,4 25 3,8 189 2,9 LOMBARDA SISTEMI E SERVIZI TOTAL These leavers were mostly replaced with new hires, representing no more than a third of those admitted to the Fund. The new Corporate and Retail divisional distribution model was implemented by virtually all Group banks during 2003, with the identification of the new professional managers concerned. As mentioned, the network banks have continued to implement the project entitled “Optimization of the Retail Model” launched in 2002. This is intended to improve the commercial services provided to customers and further rationalize payroll costs, by recourse to the flexible hours and forms of employment envisaged in the national payroll contract and the new law that reforms the labor market (the “Biagi law”). 42 With a view to increasing the level of flexibility in personnel management and the related costs, priority has been given to hiring new staff on fixedterm contracts, mainly to cope with turnover at the network banks, and the use of part-time contracts has been encouraged. In addition to these rationalization measures, the Group has continued to work on its expansion plans. This involved identifying and recruiting suitable professional and managerial staff to support expansion of the network of Banca Lombarda Points and the Parent Bank’s Private branches, and to strengthen the areas responsible for governance within Banca Lombarda, with particular reference to Strategic Marketing, Administration, Credit and Finance. New Incentive Scheme The “New Incentive Scheme» project was launched during 2003, with IT and procedural support from Lombarda Sistemi e Servizi, in order to improve the commercial effectiveness of the network and other operational efficiency of central departments. The objective is to promote “active participation” by Group employees, via transparent incentive mechanisms that are as automatic as possible (and therefore not arbitrary), while encouraging the achievement of corporate objectives via the realization of personal goals. The incidence of the incentive element increases as a direct function of the value created, with the rapid elimination of one-off bonuses. The new Scheme has the following objectives: • to encourage the involvement of all network employees in the achievement of established objectives by rewarding teamwork; • to link the payment of bonuses to the achievement of individual, team and local company goals associated with the established objectives; • to differentiate rewards based on Roles, levels of Responsibility and the nature of the Results achieved, applying objective, transparent and easily understood criteria; • to stimulate achievement of the objectives by the size of the performancerelated bonuses; • to work on the variable element of remuneration by distributing part of the additional value generated in the form of bonuses. The new Scheme, which will be applied from 2004, is based on the allocation of budget objectives for personal and/or operating unit portfolios including, as a significant innovation, the allocation of specific quali/quantitative objectives to the staff in Central Departments. 43 Contract renewals Having completed the procedures for the renewal of the in-house supplementary payroll contract, consistent with the related clauses of the national payroll contract dated July 11, 1999, for Professional and Management grades, the principal Group companies signed coordinated agreements with trade unions during 2003. These agreements, prepared on a common basis and standard throughout the Group, provide a uniform point of reference for future renewals of supplementary payroll contracts by all Group companies. The project to upgrade the human resources IT system continued in 2003 together with the concentration at the Parent Bank of all personnel administration activities and the processing of Group payroll, which now includes the employees of Solofid, Sifru and Banca Lombarda Private Investment. Training During 2003, the Banca Lombarda e Piemontese Group felt the need to launch a two-year Group training program involving all professionals from every bank and supplementing previous training, with a view to enabling each person to consolidate their role with reference to their objectives, the related requirements and their professional knowledge. The training plan was coordinated with common guidelines at Group level and adapted to the needs of each company. Action taken has involved professionals operating in the Retail, Corporate and Private divisions of the network banks, with particular emphasis on managerial and technical-commercial aspects. The training program for new recruits at network banks was also formalized during the year. This is an intercompany program operated on a modular basis and covers all key aspects as an introduction to branch activities. Particular attention was also paid to language training, especially for personnel in central departments, given the increasing need for contacts at an international level. Recourse was also made to e-learning during 2003, especially as support for specific projects (e.g. the Patti Chiari initiative, the security project and the application of Law 626/1994), as well as for introductory training regarding regulatory changes. 44 The total training carried out within the Group amounted to 16,816 man/days, analyzed as follows: COMPANY IN-HOUSE COURSES SELFSTUDY/ E-LEARNING EXTERNAL COURSES TOTAL AVERAGE CLASSRROOM DAYS MAN/DAYS 1,379 166 328 1,873 4.3 BANCO DI BRESCIA 3,765 2,028 322 6,115 2.0 BANCA REGIONALE EUROPEA 4,066 465 96 4,627 2.3 BANCA DI VALLE CAMONICA 862 217 73 1,152 3.0 BANCA CASSA DI RISPARMIO DI TORTONA 384 15 3 402 1.9 BANCO DI SAN GIORGIO 647 32 2 681 3.1 LOMBARDA SISTEMI E SERVIZI 995 457 514 1,966 3.1 12,098 3,380 1,338 16,816 2.45 BANCA LOMBARDA TOTAL MAN/DAYS The process of selecting personnel for all Group companies - increasingly oriented towards the use of electronic channels and recruiting on line - has involved the recruitment of both professionals and persons without experience. Particular attention has been given to the correct application of regulations for ensuring the health and safety of working environments. In order to monitor more carefully and precisely the complex process of compliance with occupational health and safety regulation, a computer system dedicated to the integrated management of safety has been installed. The use of this product, known as BANSIC, has been accompanied by numerous on-site inspections, in conjunction with the appointed medical expert, in order to verify the compliance of work places with current legislation. The steady improvement in occupational safety has been monitored constantly, avoiding, as far as possible, the emergence of any problems. In order to coordinate activities more effectively, the equivalent functions within Banca Regionale Europea have been transferred to the Workplace Safety and Prevention department at the Parent Bank. Careful attention has also been given to training updates in the specific area of occupational safety, taking forward programs for staff in charge of emergency procedures. An analysis of personnel by category is provided below (at the end of the year). 45 The employees in each of the following categories at the end of 2003 were as follows: COMPANY EXECUTIVES SUPERVISORS (1) PROFESSIONAL GRADES TOTAL 56 171 228 455 BANCA LOMBARDA BANCA LOMBARDA PRIVATE INVESTMENT BANCO DI BRESCIA (incl. Luxembourg branch) 2 5 10 17 53 879 2,033 2,965 - 2 3 5 BANCO DI BRESCIA (Luxembourg branch subject to Lux. law) BANCA REGIONALE EUROPEA 30 508 1.439 1.977 BANCA DI VALLE CAMONICA 2 101 274 377 BANCA CASSA DI RISPARMIO DI TORTONA 4 44 167 215 BANCO DI SAN GIORGIO 4 61 155 220 BANCA LOMBARDA INTERNATIONAL 1 11 34 46 10 188 454 652 SBS LEASING 6 23 126 155 CBI FACTOR 7 40 82 129 SILF - 19 80 99 CAPITALGEST 4 23 36 63 CAPITALGEST ALTERNATIVE INVESTMENT - 1 - 1 VENETA FACTORING 3 5 36 44 GRIFOGEST 1 5 17 23 MERCATI FINANZIARI 2 4 9 15 SOLOFID 1 2 11 14 SIFRU SIM - 1 2 3 186 2.093 5.196 7.475 LOMBARDA SISTEMI E SERVIZI TOTALE RISORSE (1) including personnel in the 1st, 2nd, 3rd and 4th level managerial grades. TRANSACTIONS WITH GROUP COMPANIES AND RELATED PARTIES As explained previously, the Group’s organizational structure centralizes certain functions and services of the subsidiaries within the Parent Bank, Banca Lombarda e Piemontese, and Lombarda Sistemi e Servizi. These service relationships are remunerated at market conditions, including overheads and depreciation. Transactions between related parties, as defined by CONSOB in recommendations 97001574 dated February 20, 1997, and 98015375 dated February 27, 1998, and Banca Lombarda e Piemontese and other Group companies relate to normal financial intermediation and services. These transactions are monitored to identify possible conflicts of interest and are conducted on the usual terms for prime customers. 46 BALANCE SHEET AND STATEMENT OF INCOME CONSOLIDATED COMPANIES The consolidated financial statements of the Banca Lombarda e Piemontese Group comprise the situation of the Parent Bank, and of those subsidiaries belonging to the banking group. The changes in the scope of consolidation since December 31, 2002, are discussed below with regard to companies consolidated line-by-line and those carried at equity. Consolidation line-by-line Capitalgest Alternative Investments SGR S.p.A., a wholly-owned subsidiary of the Parent Bank, was formed in January. Banca Lombarda e Piemontese signed a preliminary agreement with Banca Popolare di Vicenza in April to purchase 100% of Banca Idea S.p.A..This transaction was completed in July. Banca Idea was subsequently renamed Banca Lombarda Private Investment S.p.A.. With regard to the statement of income, the results of Banca Idea have been consolidated on a line-by-line basis from April 2003 onwards. Idea Advisory S.A., 99% owned by Banca Idea, also entered the scope of consolidation as a result of this transaction. A 90% interest in Electrolux Financiera S.A. was purchased in September (51% by the Parent Bank and 39% through Veneta Factoring S.p.A.). Given the limited impact of these acquisitions on the pre-existing Group, it was decided not to prepare pro-forma versions of the accounts as of December 31, 2002. During the year, the Parent Bank also completed the following transactions: • purchase of a 15.2% interest in Banca Cassa di Risparmio di Tortona S.p.A., already 60% owned by Banca Regionale Europea S.p.A.; • purchase of an additional 9.76% interest in CBI Factor S.p.A,, increasing its investment to 97.23%; • purchase of an additional 1.96% interest in Banco di San Giorgio S.p.A., increasing its investment to 32.63% and that of the Group to 86.70%, since this company is 54.07% owned by Banca Regionale Europea. Equity method In May the Parent Bank purchased an additional 12.75% interest in Corporation Financière Européenne S.A., increasing its investment to 63.75%; this company is valued at equity because does not carry on a business activity related to that of the Group. In August, the Parent Bank sold its 33.33% interest in Itradeplace SpA. 47 The reclassified balance sheet and statement of income, highlighting the principal results of operations, are provided below. These are followed by comments on the principal indicators relating to earnings, productivity and efficiency. The results of Banca Lombarda Private Investment have been consolidated in the financial statements as of December 31, 2003, from the date of acquisition (April 2003). The overall economic impact of consolidating Banca Lombarda Private Investment was a loss of 7.4 million Euro. This amount also includes the reduction in taxation deriving from the writedown of the book value of the investment in that bank by Banca Lombarda e Piemontese. The consolidated economic and financial data for 2002 have not been restated on a pro forma basis to take account of the acquisition of Banca Lombarda Private Investment. This is because the company was affected by extraordinary events in 2003 which do not allow comparison with the prior year on a consistent basis. The other changes in the scope of consolidation during 2003, referred to earlier, have not had a significant effect on the consolidated financial statements. 48 RECLASSIFIED CONSOLIDATED BALANCE SHEET (thousands of euro) ASSETS 12.31.2003 12.31.2002 Changes Amount % 150,348 135,733 14,615 10.8 23,584,079 21,707,339 1,876,740 8.6 23,141,912 21,377,532 1,764,405 8.3 194,262 86,273 107,989 125.2 Cash and deposits with central banks and post offices Loans to customers of which: - lending - repurchase agreements 247,905 243,534 4,346 1.8 Due from banks - non-performing loans 2,383,294 2,466,841 -83,547 -3.4 Securities 1,663,036 2,307,354 -644,318 -27.9 Equity investments 477,713 437,350 40,363 9.2 Intangible and tangible fixed assets 873,117 565,797 307,320 54.3 717,681 726,643 -8,962 -1.2 1,649,805 1,677,051 -27,246 -1.6 31,499,073 30,024,108 1,474,965 4.9 31.12.2003 31.12.2002 22,369,446 21,433,954 935,492 19,737,782 18,633,490 1,104,292 5.9 1,863,846 2,053,177 -189,331 -9.2 Goodwill arising on application of the equity method and on consolidation Other assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS’ EQUITY Due to customers Changes Amount % 4.4 of which: - deposits - repurchase agreements - other technical forms Due to banks Provisions for specific use Other liabilities Minority interests 767,818 747,287 20,531 2.7 2,829,587 2,527,510 302,077 12.0 668,004 604,681 63,323 10.5 1,866,534 1,894,927 -28,393 -1.5 459,526 467,483 -7,957 -1.7 1,305,821 1,347,138 -41,317 -3.1 1,888,096 1,618,337 269,759 16.7 112,059 130,078 -18,019 -13.9 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 31,499,073 30,024,108 1,474,965 4.9 Subordinated liabilities Stockholders' equity: - Capital stock, reserves and retained earnings - Net income for the year 49 RECLASSIFIED CONSOLIDATED STATEMENT OF INCOME (thousands of euro) 12.31.2003 12.31.2002 Changes Amount % 10. Interest income 1,335,089 1,400,143 -65,054 -4.6 20. Interest expense -589,440 -682,660 -93,220 -13.7 30. Dividends and other revenues 16,593 30,311 -13,718 -45.3 762,242 747,794 14,448 1.9 40. Commission income 469,446 457,805 11,641 2.5 50. Commission expense -96,473 -70,899 25,574 36.1 70. Other operating income 168,849 144,129 24,720 17.2 110. Other operating expenses -31,234 -21,973 9,261 42.1 510,588 509,062 1,526 0.3 45,885 25,925 19,960 77.0 1,318,715 1,282,781 35,934 2.8 - Payroll costs -429,778 -419,899 9,879 2.4 - Other administrative costs -295,374 -295,587 -213 -0.1 Administrative costs -725,152 -715,486 9,666 1.4 OPERATING INCOME 593,563 567,295 26,268 4.6 90. Total adjustments to tangible and intangible assets -156,058 -132,951 23,107 17.4 -18,927 -16,346 2,581 15.8 -173,057 -148,383 24,674 16.6 43,799 46,193 -2,394 -5.2 -154 -5,502 -5,348 -97.2 4,092 2,606 1,486 57.0 293,258 312,912 -19,654 -6.3 190. Extraordinary income 36,791 47,773 -10,982 -23.0 200. Extraordinary charges -22,658 -12,939 9,719 75.1 INCOME BEFORE INCOME TAXES 307,391 347,746 -40,355 -11.6 240. Income taxes for the year -158,865 -179,549 -20,684 -11.5 148,526 168,197 -19,671 -11.7 -150 - -150 n.s. -36,317 -38,119 -1,802 -4.7 112,059 130,078 -18,019 -13.9 NET INTEREST INCOME Net income from services 60. Profits (losses) on financial transactions NET INTEREST AND OTHER BANKING INCOME 80. Administrative costs 100. Provisions for liabilities and charges 120. Adjustments to loans and provisions for guarantees and commitments 130. Writebacks of loans and provisions for guarantees and commitments 150. Adjustments to financial fixed assets 170. Income from investments carried at equity INCOME FROM OPERATING ACTIVITIES NET INCOME FOR THE YEAR (prior to allocations to equity reserves) 230. Change in reserve for general banking risks 250. Income (loss) attributable to minority interests NET INCOME FOR THE YEAR 50 BALANCE SHEET Funding Assets under management of 62,901 million Euro are 4,391 million higher than at the end of 2002, up 7.5%. This growth is attributable to both direct and indirect deposits. In particular, the level of direct deposits was sustained by the trend in deposits on current account. These benefited from the low rates of interest available on alternative investments, which have not penalized the holding of liquidity, and from the tendency of customers to subscribed for bonds issued by the Bank. Within asset management, indirect deposits performed very well due, in large measure, to the steady recovery of the financial markets. Insurance-linked savings have continued to expand with exceptional rapidity. Change in funds under management (millions of euro) 12.31.2003 Value % 12.31.2002 Value % Changes Amount Direct customer deposits 22,369 35.6% 21,434 36.6% - Due to customers 14,681 23.3% 14,161 24.2% 520 3.7% 1,864 3.0% 2,053 3.5% -189 -9.2% of which repurchase agreements - Securities issued 935 % 4.4% 7,688 12.2% 7,273 12.4% 415 5.7% 7,156 11.4% 6,688 11.4% 468 7.0% Indirect deposits 40,532 64.4% 37,077 63.4% 3,455 9.3% - Administered savings 18,144 28.8% 17,619 30.1% 525 3.0% - Asset management 22,388 35.6% 19,458 33.3% 2,930 15.1% 4,908 7.8% 3,673 6.3% 1,235 33.6% 58,511 100.0% 4,390 7.5% of which Bonds of which: technical reserves Total assets under management 62,901 100.0% Direct deposits Market uncertainties have continued to influence the nature and dynamics of deposit taking from customers, sustaining the more liquid elements. Amounts due to customers of 22,369 million Euro have increased by 935 million Euro, up 4.4%. With regard to the short-term elements, there has been a strong increase in current accounts (+8.5%), while savings deposits and certificates of deposit have contracted further with respect to 2002. At the medium/long-term end, bonds have increased by 7%. 51 Indirect deposits Following the contraction in 2002, indirect deposits from customers have increased steadily due to the good performance of asset management activities, subscriptions to insurance policies and the rise, if only modest, in securities lodged for safe-keeping and administration. In particular, the total of 40,532 million Euro is 9.3% higher than at the end of December 2002. The administered element (18,144 million Euro) has risen by 3%. With reference to the bonds of customers held for safekeeping and administration that were issued by major Italian industrial group in financial difficulties, it is confirmed that Group banks merely gathered the related orders in accordance with Consob and Bank of Italy regulations. Furthermore, the Banca Lombarda e Piemontese Group did not play an active role in the underwriting and/or placement syndicates for the debt and risk capital issued by these industrial groups. Asset management (22,388 million Euro) has increased by 15.1%. This total reflects a rise in monetary and so-called “flexible” funds and a decrease in bond funds. Following substantial downsizing over the past two years, the overall weighting of funds investing in stocks has recovered slightly with respect to total funds. Insurance reserves of 4,908 million Euro have increased by 33.6%, following premium income over the year of 1,187 million Euro. Subordinated liabilities Subordinated liabilities fell by 3.1% to 1,306 million Euro. They comprised preference shares, and upper and lower tier II liabilities forming part of regulatory capital. No further subordinated loans were issued in 2003. Loans to customers Overall, loans to customers increased over the year by 8.6% to 23,584 million Euro. This rise in lending benefited, in particular, from demand for medium/long-term loans which, due to the low level of interest rates, remains strong among both households and businesses. With regard to shortterm lending, there was a 3.5% decrease in current account overdrafts. In terms of the analysis of lending by customer segment, the greatest growth has come from households, followed by finance companies and manufacturing industry. 52 This strengthening of relations with customers was accompanied by a policy of selective lending, focusing on geographic areas, economic sectors and market segments. As part of the process of improving the quality of the loans portfolio, there has been a gradual shift towards economic sectors with better growth prospects: loans to the service sector (27% of the total) exceeded those to the manufacturing industry (22%), followed by the construction sector (6%) and agriculture (2%). Doubtful loans Despite the prolonged, adverse economic conditions, the quality of the Group’s lending has not deteriorated. With reference to the financial difficulties of certain major Italian industrial groups, the total exposure of the Banca Lombarda Group to the Parmalat group amounts to 35 million Euro, of which about 80% has been covered by provisions. More specifically, the amounts due from the Parmalat group companies in extraordinary receivership pursuant to Decree 347 dated December 23, 2003, have been written off and expensed; the remaining amounts due from that group have been classified as non-performing loans. Overall, non-performing loans of 248 million Euro have increased by 1.8% with respect to the prior year. However, they have improved as a percentage of total lending from 1.12% in 2002 to 1.05% at year end. The coverage of non-performing loans amounts to 41.5%, having regard for expected recoveries in relation to these balances. Problem loans, including those to customers in temporary difficulty, amount to 323.7 million Euro, of which 12.9% is covered by provisions. The provision for so-called “general coverage» amounts to 83.5 million Euro (0.36% of performing loans). Securities The securities portfolio has decreased by 27.9% with respect to December 31, 2002, to 1,664 million Euro. The average duration is 0.65 years. In particular, the securities portfolio contains 378.5 million Euro in investment, primarily floating-rate, securities with an average duration of 0.66 years. The dealing portfolio amounts to 1,284.5 million Euro with a duration of 0.64 years. Interbank balances The net interbank borrowing position is 446.3 million Euro (-60.7 million Euro in 2002). The increase reflects the faster growth of lending with respect to the rise in customer deposits. 53 Derivatives The activities of the Banca Lombarda e Piemontese Group in the derivatives sector have focused on achieving a high degree of correlation between the income-earning profiles of assets and liabilities, adopting prudent managerial criteria without any speculative element. Accordingly, derivative transactions have served to hedge interest rate, maturity date and exchange rate risks related to the profile of the Group’s assets and liabilities. Stockholders’ equity Consolidated stockholders’ equity as of December 31, 2003, comprises net income for the year of 112.1 million Euro and capital and reserves of 1,888.1 million Euro. The latter balance has increased by 241.7 million Euro over the year, mainly as a consequence of the reserve recorded on the revaluation of property pursuant to Law 350/2003, as discussed in the section of this report dedicated to this subject. The Parent Bank’s stockholders’ equity and net income for the year are reconciled with the consolidated amounts below. (thousands of euro) Stockholders’ equity Net income for the year 1,735,471 108,078 75,223 58,065 7,370 14,082 - 286,936 2,864 -165,774 152,843 2,872 -42 -165,774 2,000,155 112,059 Balance as of 12.31.2003 BANCA LOMBARDA E PIEMONTESE risk reserves considered part of equity reserves for general banking and financial risks reserves for accelerated depreciation Other adjustments: - consolidated companies - companies carried at equity Dividends collected during the year Dividends recorded on an accruals basis Balance as of 12.31.2003 CONSOLIDATED FINANCIAL STATEMENTS 54 STATEMENT OF INCOME The rise in revenues during 2003 and the containment of costs resulted in a 4.6% rise in consolidated operating income with respect to the prior year. However net income was affected by greater provisions against loans, the effect of the revaluation of property on depreciation and the cost of termination incentives paid to employees, as well as by a significant drop in net extraordinary income. Overall, net income was 13.9% lower than in 2002. Net interest income of 762.2 million Euro was 1.9% higher than in 2002 due to higher volume. This improvement in margin was however partially offset by a fall in “extraordinary” dividends. Net income from services of 510.6 million Euro was slightly higher than in the prior year. In detail: commission income rose by 11.6 million Euro, but was essentially unchanged after excluding the contribution made by Banca Lombarda Private Investment; commission expense was 25.6 million Euro higher (including about 9 million in relation to Banca Lombarda Private Investment). The significant growth in this cost mainly reflects the commissions paid to the distribution channels of the near-banking companies; “net operating income” has risen from 122.2 to 137.6 million Euro, mainly as a result of higher income from securitization transactions. Profits on financial transactions have risen from 25.9 to 45.9 million Euro. These revenues include those deriving from trading in securities and currency, together with commissions from the placement of derivatives with customers to hedge rate risks. Net interest and other banking income amounted to 1,318.7 million Euro, 2.8% higher than in 2002. Administrative costs amounted to 725.2 million Euro, compared with 715.5 million in 2002. The rise of 1.4%, significantly below the rate of inflation, was due to the growth in “payroll costs”; by contrast, “other administrative costs” were unchanged. “Payroll costs” (430 million Euro) grew by 2.4%, partly due to the increase in employment and partly because of pay rises governed by the national payroll contract. “Other administrative costs” of 295 million Euro remained at the 2002 level, confirming the degree of attention paid to the control of this type of expenditure. Operating income of 593.6 million Euro was 4.6% higher than in the previous year. 55 The adjustments to tangible and intangible fixed assets amounted to 156.1 million Euro, up 17.4% with respect to 2002. These include additional depreciation (10.8 million Euro) on the revaluation of property and the amortization of deferred costs relating to employees who were allowed to join the Solidarity Fund in 2003. Following these “extraordinary» operations, the cost/income ratio has risen from 61.7% to 62.4%, a deterioration of 7 tenths of a point with respect to 2002. Provisions for liabilities and charges rose from 16.3 to 18.9 million Euro. This amount includes prudent provisions against claims from customers in relation to investment services, having regard for possible future claims. Net adjustments to loans, which write down specific positions to their estimated realizable value and reflect the inherent risk associated with performing loans, increased from 102.2 to 129.3 million Euro. This rise was largely due to the recognition of losses and writedowns relating to the Parmalat group. For this reason, the cost of lending has risen to 0.55% from 0.47% in the prior year. Income from ordinary activities amounted to 293.3 million Euro, down 6.3% with respect to 2002. Net extraordinary income fell from 34.8 million Euro in 2002 to 14.1 million Euro in 2003; in particular: • extraordinary income was 11 million Euro lower than in the prior year, when gains on the disposal of equity investments totaled 12 million Euro; • extraordinary charges were almost 10 million Euro higher than in 2002 due to the effect of the Tremonti tax reforms regarding the “participation exemption”. This involved the elimination of deferred tax assets recorded in prior years with regard to gains deriving from the intercompany transfer of equity investments. Income taxes for the year of 158.9 million Euro correspond to an effective tax rate for the Group of 51.7%, which is unchanged with respect to 2002. Net income for the year was 13.9% lower at 112.1 million Euro. 56 PERFORMANCE OF GROUP COMPANIES The performance of the principal Group companies during the year is described below, with a brief comment on each. BANKING Banco di Brescia Customer assets managed by the bank at the end of 2003 amount to 34,410 million Euro, up 6.6% over the year. Direct deposits of 12,152 million Euro are 6.1% higher, mainly in relation to current accounts (+7.8%) and bonds (+6.6%). Repurchase agreements have fallen by 2% and represent just over 3% of total funding by the bank. Following the contraction in 2002, indirect deposits from customers have recovered steadily due to the good performance of asset management activities, subscriptions to insurance policies and the rise, if only modest, in securities lodged for safe-keeping and administration. The total of 22,258 million Euro is 6.9% higher than at the end of 2002. Loans to customers have risen by 8% to 11,346 million Euro. This rise in lending benefited, in particular, from demand for medium/long-term loans which, due to the low level of interest rates, remains strong among both households and businesses. Despite the prolonged, adverse economic conditions, the quality of the bank’s lending has not deteriorated and total net non-performing loans fell by 4.3% over the year. The incidence of non-performing loans to total lending fell to 0.85% from 0.96% in the prior year. The bank’s statement of income reflects the performance of the banking system, affected by low interest rates and the timid recovery of the financial markets. Accordingly, net interest income fell by 4.3%, while net income from services was 6.2% lower than in 2002. The continuing contraction of the margins from banking activities has resulted in the implementation of cost containment policies: payroll costs were 0.8% lower, while other costs were essentially unchanged. In this situation, the “cost/income” efficiency ratio has fallen by 3.4 percentage points to 55.9%. In addition, the depreciation charge contains an “extraordinary» element related to the revaluation of property. Net income fell by 21.1% with respect to 2002. 57 (millions of euro) Balance sheet Loans to customers Securities Equity investments Total assets Due to customers Indirect deposits and life insurance policies - Administered savings - Asset management of which: technical reserves Customer assets under administration Capital and reserves (excluding net income) 12.31.2003 12.31.2002 +/- Change % Change 11,346 430 85 15,341 12,152 22,258 10,425 11,833 2,952 34,410 800 10,504 870 79 14,319 11,449 20,821 10,250 10,571 2,384 32,270 636 842 -441 5 1,022 703 1,437 175 1,262 568 2,140 165 8.0 -50.6 6.6 7.1 6.1 6.9 1.7 11.9 23.8 6.6 25.9 375 267 642 334 308 118 392 285 676 335 341 150 -17 -17 -34 -1 -34 -32 -4.3 -6.2 -5.1 -0.2 -9.9 -21.1 375 375 - - Statement of income Net interest income Net income from services Net interest and other banking income Administrative costs Operating income Net income Other information No. of branches Banca Regionale Europea Customer assets administered by the bank at the end of 2003 exceeded 18 billion Euro (847 million more than in 2002), up 4.9%. This growth was mostly due to the rise in indirect deposits (+6.3%) and, to a lesser extent, in direct deposits (+2%). Within asset management, indirect deposits performed very well due to the steady recovery of the financial markets. Insurancelinked savings have continued to expand with exceptional rapidity. Loans to customers rose over the year by 7.6% to 5,598 million Euro. The most significant growth came from the household segment, with particular demand for medium/long-term funds such as secured home loans. Economic conditions lowered the creditworthiness of bank customers and net non-performing loans were 5.7% higher than at the end of 2002. Their incidence as a percentage of lending is however unchanged. 58 With regard to profitability, the expansion of the volume of banking business was only partly reflected in the interest margin which was affected by the trend in interest rates, with a further reduction in the spread compared with last year. By contrast, net income from services has improved as a result of the commissions generated by asset management activities. Work to rationalize expenditure contained the rise in costs to 1.3% but, despite this, operating income was 5.8% lower than in 2002. Increased adjustments and provisions, together with a deterioration in “extraordinary” items, affected overall results which were 17.4% lower than in 2002. (millions of euro) Balance sheet Loans to customers Securities Equity investments Total assets Due to customers Indirect deposits and life insurance policies - Administered savings - Asset management of which: technical reserves Customer assets under administration Capital and reserves (excluding net income) 12.31.2003 12.31.2002 +/- Change % Change 5,598 116 247 7,260 5,559 12,515 5,363 7,152 1,411 18,074 925 5,201 164 245 6,890 5,449 11,778 5,686 6,092 1,037 17,227 774 397 -49 1 370 110 737 -323 1,060 374 847 151 7.6 -29.6 0.6 5.4 2.0 6.3 -5.7 17.4 36.1 4.9 19.5 230.0 146.1 376.0 224.7 151.3 66.3 241.8 140.6 382.4 221.8 160.6 80.3 -11.8 5.5 -6.3 2.9 -9.3 -13.9 -4.9 3.9 -1.7 1.3 -5.8 -17.4 266 265 1 0.4 Statement of income Net interest income Net income from services Net interest and other banking income Administrative costs Operating income Net income Other information No. of branches Banca di Valle Camonica Customer assets managed by the bank have risen by 5.9% to 2,219 million Euro. Within this total, there has been a significant shift towards indirect deposits which now represent 45.6% of total funding. In particular, direct deposits amount to 1,208 million Euro, down 0.9% over the year while, following the contraction in 2002, indirect deposits (1,011 million Euro) have increased steadily due to the trend in asset management activities, subscriptions to insurance policies and the rise in securities lodged for safe-keeping and administration. 59 The rise in lending by 9.7% was mainly due to demand for medium/longterm loans from households and businesses. Against the tide, non-performing loans fell by 15.8% over the year and their incidence as a percentage of lending is now 1.16%. By contrast, problem loans, including those to customers in temporary difficulty, have increased by more than 50% with respect to last year. With regard to profitability, the bank was affected by the weak economic conditions and the lower contribution from asset management due to the fall in market rates; as a consequence, operating income was 9.2% lower than in 2002. Despite efforts to contain expenditure, overall costs rose by 5.1% as a result of higher costs incurred to maintain property and other fixed assets, and for services provided by the Parent Bank and Lombarda Sistemi e Servizi. Net income for the year was 18.8% lower than in 2002. (millions of euro) Balance sheet Loans to customers Securities Equity investments Total assets Due to customers Indirect deposits and life insurance policies - Administered savings - Asset management of which: technical reserves Customer assets under administration Capital and reserves (excluding net income) 12.31.2003 12.31.2002 +/- Change % Change 1,134 60 0.1 1,407 1,208 1,011 402 609 149 2,219 87 1,034 93 0.1 1,441 1,219 877 349 528 112 2,095 77 100 -33 -34 -11 134 53 81 37 124 10 9.7 -35.1 -2.4 -0.9 15.3 15.2 15.3 32.8 5.9 13.4 44.9 22.0 66.9 42.6 24.3 7.7 45.8 21.6 67.4 40.5 26.8 9.4 -0.8 0.4 -0.4 2.1 -2.5 -1.8 -1.8 1.9 -0.6 5.1 -9.2 -18.8 56 56 - - Statement of income Net interest income Net income from services Net interest and other banking income Administrative costs Operating income Net income Other information No. of branches 60 Banco di San Giorgio Customer assets managed by the bank have risen to about 1,600 million Euro, up more than 200 million Euro (+ 14.7%) since the end of 2002. This rise came mainly in the form of direct deposits, since the continuing climate of uncertainty has reinforced the propensity of customers to favor the more liquid forms of investment. The rise in indirect deposits, although smaller, reflected the strong performance of asset management following the recovery of the financial markets. The rise in volume also involved lending, which rose by 12.7% over the year. As elsewhere in the banking system, the growth mainly came from medium/long-term lending, stimulated by low interest rates, while the rise in short-term lending was less marked. Focus on the quality of lending has helped to lower even further the incidence of non-performing loans as a percentage of total lending, to 1.79% at the end of 2003. In terms of profitability, net interest income rose 8.2% due to the higher volume of deposits and lending to customers. Net income from services was 14.8% higher, mainly due to the good performance of “collection and payment services”, “guarantees given”, “international”, “recharging of account expenses” and “credit application fees”. Despite significantly higher costs linked with the growth in the scale and organization of the bank, net income was 43.8% higher than in 2002. (millions of euro) Balance sheet Loans to customers Securities Equity investments Total assets Due to customers Indirect deposits and life insurance policies - Administered savings - Asset management of which: technical reserves Customer assets under administration Capital and reserves (excluding net income) 12.31.2003 12.31.2002 +/- Changes % Change 794 15 1 892 671 914 473 441 96 1,585 69 704 18 1 825 549 832 460 372 59 1,381 68 89 -2 0 67 122 82 13 69 37 204 1 12.7 -14.1 -2.6 8.1 22.2 9.8 2.7 18.6 62.7 14.7 1.2 26.9 15.4 42.3 24.2 18.1 4.3 24.9 13.3 38.2 22.1 16.0 3.0 2.0 2.1 4.2 2.1 2.1 1.3 8.2 16.0 10.9 9.3 13.0 43.8 32 31 1 3.2 Statement of income Net interest income Net income from services Net interest and other banking income Administrative costs Operating income Net income Other information No. of branches 61 Banca Cassa di Risparmio di Tortona Customer deposits managed by the bank have risen to 1,345 million Euro, up 72 million (5.6%) since the end of 2002. This rise is reflected in both direct deposits, since the continuing climate of uncertainty has reinforced the propensity of customers to favor the more liquid forms of investment, and in indirect deposits represented by new investment in products offering capital protection. Despite the continuation of adverse economic conditions, lending rose by 13.4% on demand from businesses in the province of Alessandria and from households for secured home loans; furthermore, the risk index has also improved with a fall in non-performing loans to 1.51% of total lending. These growth dynamics have resulted in a rise in net interest and other banking income by 3.1% with respect to 2002. A 1.9% reduction in overall costs with respect to 2002 contributed to the 11.7% improvement in operating income. Nevertheless, net income for the year was lower than in 2002 due to a reduction in the level of extraordinary income. (millions of euro) Balance sheet Loans to customers Securities Equity investments Total assets Due to customers Indirect deposits and life insurance policies - Administered savings - Asset management of which: technical reserves Customer assets under administration Capital and reserves (excluding net income) 12.31.2003 12.31.2002 +/- Change Change % 556 97 7 792 650 695 314 381 92 1,345 77 490 133 7 763 611 663 360 303 67 1,273 68 66 -36 29 39 33 -46 78 25 72 8 13.4 -27.2 3.9 6.4 4.9 -12.7 25.9 37.6 5.6 12.0 24.9 12.7 37.6 22.6 15.0 6.0 25.0 11.4 36.5 23.1 13.4 10.0 -0.2 1.3 1.1 -0.4 1.6 -4.0 -0.7 11.3 3.1 -1.9 11.6 -40.2 29 29 - - Statement of income Net interest income Net income from services Net interest and other banking income Administrative costs Operating income Net income Other information No. of branches 62 Banca Lombarda Private Investment Customer assets managed by the bank as of December 31, 2003, amount to 460.8 million Euro (up 8.4% over the year). In particular, direct deposits amount to 49.6 million Euro and solely comprise short-term elements; indirect deposits total 411.2 million Euro, comprising administered funds of 92.5 million Euro and asset management of 318.7 million Euro. The loss for the year was 6.9 million Euro; results were partly affected by expenses and “extraordinary” adjustments to align the bank with the quality standards adopted by all other Group companies. Banca Lombarda International Customer assets managed by the bank amount to 1,873 million Euro (449 million in direct deposits and 1,423 million in indirect deposits), down slightly with respect to the prior year. Loans to customers of 105 million Euro are 4.1% lower than at the end of 2002. With regard to profitability, net interest income of 5.4 million Euro was 20% lower, while net income from services, including profits on financial transactions, fell by 7.3% (from 7.5 to 6.9 million Euro). Principally as a result of lower payroll costs, total costs fell from 8.5 to 6.1 million Euro. Net income amounted to 4.2 million Euro, 17.8% higher than in 2002. PRODUCTS SBS Leasing The volume of business generated during the year by SBS Leasing totaled 969.4 million Euro, down 28.9% with respect to the prior year. Business was affected by the stagnation of the economy, while performance in 2002 had benefited from the tax relief for capital investment available under the “Tremonti bis” law. Against this background, SBS maintained its market share of 3.04% and remains among the fifteen leading operators in the sector. The total value of leased assets amounts to 2,658 million Euro, compared with 2,345 million in 2002. Lending, net of securitization transactions, totals 1,811 million Euro. In this context, the company completed a third securitization transaction in June 2003, with the sale of debt with a nominal value of 650 million Euro. In terms of profitability, SBS has reported an interest margin of about 40 million Euro, up 5.7% with respect to 2002. 63 The adverse economic conditions have caused the quality of lending to deteriorate, although much of this was due to writedowns recorded in relation to just one counterparty. Net income for statutory purposes was 9.2 million Euro, down 5% with respect to 2002. However, net income for group purposes was 15% lower. CBI Factor Despite the general economic difficulties, the profitability of this company improved significantly in 2003 following a good performance in 2002. The results reported confirm the important position of CBI Factor in the domestic market considering the volume of lending, territorial coverage (both in terms of customers and factored debtors), the economic sectors served and the breadth of factoring services provided. Turnover was almost 3 billion Euro (-0.5% with respect to the prior year), while total lending has risen from 1,486 to 1,519 million Euro, up 2.2% since 2002. The expansion of lending has not affected the quality of loans; in particular, net non-performing loans have fallen by 36.7 % and their incidence on total lending has fallen from 1.1% to 0.7%. Commercial activity, focused on increasing the level of service provided to customers, has resulted in income from services being about the same as net interest income. Net income rose by 23.6% to 6.5 million Euro; the dividend was 23.3% higher. Veneta Factoring There was a 19% increase in the factoring business compared with 2002, with turnover exceeding 2,500 million Euro. New installment loans amounted to 25.7 million Euro, while new leasing contracts totaled 26 million Euro. Total lending amounts to 617 million Euro, compared with 602 million Euro in 2002. Despite this growth, the quality of assets continued to be very good. The incidence of expected losses on non-performing loans to total lending amounts to 0.19%. Net interest and other factoring income rose by 8.6% with respect to 2002, while administrative costs climbed by 6.2%. Income from operating activities was 4.9 million Euro, up 15.2% on 2002. 64 SILF Lending for the purchase of consumer or operating assets rose by 68% in 2003 to 550 million Euro. This spectacular increase, well above the industry average, is explained by the implementation of company’s business strategy, involving the gradual extension of its “mixed» sales network to cover the entire country, the diversification of the portfolio and the expansion of the product range. Total customer lending amounts to 646.4 million Euro, 92.2% more than at the end of 2002. The commercial effort to expand the customer network has been accompanied by an improvement in the quality of lending (the incidence of net non-performing loans on total lending is now 0.35%). The statement of income reports net income of 6.5 million Euro compared with a loss of 2 million Euro in 2002. These results benefited from the recognition of deferred tax assets as a result of circumstances identified in 2004. ASSET MANAGEMENT Capitalgest SGR Assets under management (own products and other managed assets) increased in 2003 by 2,366 million Euro (+14.4%), from 16,374 to 18,739 million Euro. With regard to mutual funds, the volume of assets managed rose by 11.5% (to 9,708 million Euro in 22 funds). This rise (998 million Euro) comprises net inflows of 770 million Euro and the results of operations of 228 million Euro. This performance promotes the company from 12th to 11th in the national ranking of total assets under management, with a rise in market share from 2.37% at the end of 2002 to 2.49%. Net income for the year was 4.5 million Euro, up 42.7%. The newly-formed Capitalgest Alternative Investments SGR commenced operations in the hedge fund sector during November 2003. In just two months of operations, “Capitalgest Alternative Dynamic” has collected more than 41 million Euro, while inflows to “Capitalgest Alternative Conservative” totaled 11 million Euro. The loss for the year was 262 thousand Euro. Grifogest SGR The acquisition of Grifogest at the end of 2002 has enabled the Group to extend its range of action, broadening and diversifying the range of products on offer. 65 This company currently manages 8 mutual funds (the most recent, Grifoplus, a flexible fund, was launched at the end of November 2003), 5 fund management lines and, from January 1, 2003, the “Bilanciata Globale Equilibrata» and “Bilanciata Globale Dinamica» lines of Banca Regionale Europea’s employees’ pension fund. Assets managed of 941 million Euro at the end of 2002 increased steadily throughout the year to 1,543 million Euro at December 31, 2003, a rise of about 64%. Net income was stable at 2.4 million Euro. Mercati Finanziari SIM Mercati Finanziari SIM continued to trade in bonds during 2003: principally government securities, but also bank and corporate bonds and options on Government securities. The results reported are significant in that they were achieved at a time of uncertainty in the financial markets. The rise in the dealing margin from 2,363 to 3,334 million Euro (+ 41.1%) is most satisfactory, as was the containment of administrative costs. Net income amounted to 392 thousand Euro, compared with a loss of 796 thousand Euro in the prior year. Solofid and Sifru Gestioni Fiduciarie SIM Solofid and Sifru Gestioni Fiduciarie SIM have further consolidated their position in the market, partly via the opening of new offices in Milan. Total trust assets of 885 million Euro at the end of 2002 rose by 16% over the year to 1,025 million Euro at year end. Solofid administers trust assets totaling 656 million Euro and reported net income of 987 thousand Euro. Sifru SIM administers trust assets of 369 million Euro and reported net income of 874 thousand Euro 66 OTHER RELATED ACTIVITIES Lombarda Sistemi e Servizi The value of production in 2003 of 112 million Euro mainly derived from revenues from services provided to Group companies. The cost of production was 101 million Euro and mainly consisted of the following items: services (16.5 million Euro), leases, rentals and hire charges (14.1 million Euro), direct payroll costs (35.6 million Euro), depreciation and writedowns (33.8 million Euro), provisions for risks (263 thousand Euro). During the year intangible fixed assets increased by 33 million Euro, mostly as a result of software purchases. Net income for 2003 was 3.3 million Euro. The increase with respect to the prior year reflects the change in the accounting for VAT on capital investments. Società Lombarda Immobiliare Having sold the San Remo property during the year, the remaining assets comprise a number of garages and parking places in the Via delle Rose complex in Brescia. Stockholders’ equity amounts to 2,804,174 Euro and the liquidity has been invested in repurchase agreements. Following provisions for risks and charges of 23,417 Euro and taxation of 8,724 Euro, net income amounted to 5,736 Euro. SBIM During 2003, the company essentially concentrated on the construction of the new management offices for the Banca Lombarda e Piemontese Group. Work continues apace, on schedule. The structure of the property is finished and the external walls and installations are currently being put in place, with the creation of internal divisions. Investment during 2003 totaled 17,948,877 Euro. The value of production from ordinary operations amounted to 369,208 Euro, comprising rental income and real estate commissions. The cost of production was 1,196,056 Euro. The sale of the second lot of the sites in via Aldo Moro generated a capital gain of 1,970,203 Euro. Following the provision of taxation totaling 344,000 Euro, the financial statement as of December 31, 2003, report net income of 822,865 Euro. 67 RATINGS In 2003 the rating agencies Moody’s, Fitch IBCA and Standard & Poor’s maintained their ratings on the Bank’s short and medium/long term debt at the same level as last year.Agenzie Debito a breve termine Debito a medio lungo termine Agency Short-term debt Medium/long term debt Moody’s P-1 A2 Fitch Ibca F1 A Standard & Poor’s A-2 A- Revaluation of property OTHER INFORMATIONS As allowed by Law 350/2003 (2004 Finance Law), certain Group banks have revalued land and buildings in order to align their carrying value with their market value, ahead of the introduction of International Accounting Standards (IAS). These revaluations were based on specialist appraisals made to determine their most likely market value, taking account of the condition of the properties, their characteristics and their residual lives. With regard to a small number of recently-acquired properties, this methodology identified a market value that is about 4.7 million Euro lower than their book value as of December 31, 2003. This difference is justified by the capitalization subsequent to purchase of branch fittings (such as the safe and security systems) and VAT, not included in the appraised valuation. Since the above differences relate to banking premises, not due to be sold, that are depreciated at 3% per annum, the book value (historical purchase cost) has been maintained. The effect on the consolidated financial statements of the above revaluation is analyzed below in millions of Euro: Increase in the book value of property (*) 325.5 Increase in the revaluation reserve (*) 241.7 Specific tax charged against the revaluation reserve and credited to the provision for taxation 71.8 Higher depreciation recorded on the increased value of the property 10.8 (*) Net of the amounts already allocated to property on the initial consolidation of Banca Regionale Europea, to reflect the appraised higher value of such property and to reflect the consolidation adjustments to eliminate the accelerated depreciation recorded in prior years. 68 Adoption of international accounting standards (IAS) EU Regulation 1606 dated July 19, 2002, requires all companies listed on a regulated market in the EU to prepare consolidated financial statements in accordance with International Accounting Standards (IAS) from 2005. Italy has extended the effects of this Regualtion to require all financial and insurance institutions, whether listed or otherwise, to prepare statutory and consolidated financial statements in accordance with IAS standards from January 1, 2005, pursuant to art. 25 of Law 306 (Community Law). The Banca Lombarda e Piemontese Group began the process of alignment with the IAS in early 2003, with an initial phase involving the identification and assessment of the principal effects of this change on the statutory and consolidated statements of income. This phase terminated in September 2003 with the preparation of a master plan for the process, systems and organizational changes needed in order to complete the transition to the new accounting standards by January 1, 2005. With regard to the consolidated financial statements of the Banca Lombarda e Piemontese Group, the principal differences between the current accounting policies and the international accounting standards relate to the classification, the recording and the valuation of financial instruments (loans to customers, securities, derivatives, amounts due to customers), the methodology for the valuation of goodwill, goodwill arising on consolidation, and the recording of the provision for employee termination indemnities and the provisiosn for risks and charges. Privacy Law Pursuant to Decree 196 dated June 30, 2003, the companies in the Banca Lombarda e Piemontese Group have prepared a “Security Planning Document in relation to Personal Information” on the basis and with the timing required by this regulation. 69 SIGNIFICANT SUBSEQUENT EVENTS AND FUTURE PROSPECTS There have not been any events of particular significance subsequent to year end. A total of 748,866 shares in Banca Popolare di Lodi held by Banco di Brescia and Banca Regionale Europea were sold in January. These shares were obtained on the absorption of Efibanca by Banca Popolare di Lodi in December; the transaction generated consolidated proceeds of 6.2 million Euro and a capital gain of 3.6 million Euro. On March 5, the Board of Directors of Banco di Brescia resolved to propose to the stockholders’ meeting a bonus increase in capital stock drawing on the revaluation reserve recorded in the 2003 financial statements pursuant to Law 350/03 (Financial Law); in detail, this operation would involve an increase in capital from 453.7 to 593.3 million Euro by increasing the nominal value of each of the 872,500,000 shares from 0.52 to 0.68 Euro. Prospects over coming months will depend on developments on the macroeconomic front, which is still complex and affected by several areas of uncertainty. If the signs of recovery at an international level are consolidated, the European and Italian economies should also experience an upturn which will benefit the various segments of the financial and banking industries. The Banca Lombarda Group will make every commercial and operational effort to benefit from the opportunities that may arise from this expected economic recovery. In addition, budget objectives include tight control over operating costs and especially attentive monitoring of the quality of lending. Brescia, March 10, 2004 70 Report of the Indipendent Auditors 71 Consolidated Financial Statements of the Banca Lombarda e Piemontese Group as of December 31,2003 75 CONSOLIDATED BALANCE SHEET (thousands of euro) ASSETS 12.31.2003 12.31.2002 10 Cash and deposits with central banks and post offices 150,348 135,733 14,615 10.8 20 Treasury bills and other bills eligible for refinancing with central banks 418,948 350,151 68,797 19.6 30 Due from banks: a) repayable on demand b) other loans 2,383,294 162,115 2,221,179 2,466,841 131,657 2,335,184 -83,547 30,458 -114,005 -3.4 23.1 -4.9 40 Loans to customers of which: - loans using public funds 23,584,079 21,707,339 1,876,740 8.6 1,272 1,644 -372 -22.6 1,050,403 363,550 451,406 1,800,881 1,008,359 514,231 -750,478 -644,809 -62,825 -41.7 -63.9 -12.2 31,300 88,682 29,805 98,975 1,495 -10,293 5.0 -10.4 35,040 146,765 22,490 179,316 12,550 -32,551 55.8 -18.2 60 Shares, quotas and other forms of capital 193,685 156,322 37,363 23.9 70 Equity investments: a) carried at equity b) other 475,890 36,729 439,161 435,740 12,135 423,605 40,150 24,594 15,556 9.2 202.7 3.7 1,823 1,823 1,610 1,610 213 213 13.2 13.2 717,681 725,709 -8,028 -1.1 - 934 -934 -100.0 110 Intangible fixed assets of which: - start-up costs - goodwill 146,477 137,188 9,289 6.8 113 24,342 84 34,713 29 -10,371 34.5 -29.9 120 Tangible fixed assets 726,640 428,609 298,031 69.5 1,169,141 1,045,975 123,166 11.8 480,664 408,719 71,945 631,076 566,523 64,553 -150,412 -157,804 7,392 -23.8 -27.9 11.5 959 2,226 -1,267 -56.9 31,499,073 30,024,108 1,474,965 4.9 50 Bonds and other debt securities: a) public entities b) banks of which: - own securities c) financial institutions of which: - own securities d) other issuers 80 Equity investments in Group companies: a) carried at equity 90 Goodwill arising on consolidation 100 Goodwill arising on application of the equity method 150 Other assets 160 Accrued income and prepaid expenses: a) accrued income b) prepaid expenses of which: - bond issue discount TOTAL ASSETS 76 Changes +/% CONSOLIDATED BALANCE SHEET (thousands of euro) LIABILITIES AND STOCKHOLDER’S EQUITY 12.31.2003 12.31.2002 2,829,587 2,527,510 302,077 12.0 839,425 668,668 170,757 25.5 1,990,162 1,858,842 131,320 7.1 14,680,967 14,160,958 520,009 3.7 11,410,148 10,960,196 449,952 4.1 3,270,819 3,200,762 70,057 2.2 7,688,479 7,272,996 415,483 5.7 7,156,424 6,688,480 467,944 7.0 b) certificates of deposit 372,216 443,110 -70,894 -16.0 c) other 159,839 141,406 18,433 13.0 1,381 1,276 105 8.2 1,592,226 1,403,864 188,362 13.4 272,927 489,787 -216,860 -44.3 a) accrued expenses 248,457 464,529 -216,072 -46.5 b) deferred income 24,470 25,258 -788 -3.1 70 Provision for termination indemnities 179,478 179,411 67 - 80 Provisions for liabilities and charges: 488,526 425,270 63,256 14.9 a) pensions and other commitments 26,051 27,401 -1,350 -4.9 409,685 345,257 64,428 18.7 52,790 52,612 178 0.3 64,222 62,750 1,472 2.3 1,305,821 1,347,138 -41,317 -3.1 25,622 25,622 - - 21 21 - - 140 Minority interests 459,526 467,483 -7,957 -1.7 150 Capital stock 316,644 315,729 915 0.3 160 Additional paid-in capital 624,034 621,704 2,330 0.4 170 Reserves: 591,431 568,107 23,324 4.1 132,641 132,641 - - - - - - 458,790 435,466 23,324 5.4 10 Due to banks: a) repayable on demand b) time deposits or with notice period 20 Due to customers: a) repayable on demand b) time deposits or with notice period 30 Securities issued: a) bonds 40 Public funds administered 50 Other liabilities 60 Accrued expenses and deferred income: b) taxation c) other 100 Reserve for general banking risks 110 Subordinated liabilities 120 Negative goodwill arising on consolidation Changes +/% 130 Negative goodwill arising on application of the equity method a) legal reserve c) statutory reserves d) other reserves 180 Revaluation reserves 266,122 24,404 241,718 990.5 200 Net income (loss) for the year 112,059 130,078 -18,019 -13.9 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 31,499,073 30,024,108 1,474,965 4.9 77 GUARANTEES AND COMMITMENTS (thousands of euro) Captions 10 Guarantees given: 31.12.2003 31.12.20002 1,478,810 1,337,461 Changes +/% 141,349 10.6 of which: - acceptances - other guarantees 20 Commitments 78 770 1,152 -382 -33.2 1,478,040 1,336,309 141,731 10.6 4,113,216 3,379,434 733,782 21.7 CONSOLIDATED STATEMENT OF INCOME (thousands of euro) ASSETS 10 Interest income and similar revenues Changes +/% 12.31.2003 12.31.2002 1,335,089 1,400,143 -65,054 1,063,380 1,123,927 -60,547 -5.4 130,300 105,016 25,284 24.1 -589,440 -682,660 -93,220 -13.7 -25.0 -4.6 of which: - loans to customers - debt securities 20 Interest expense and similar charges of which: 30 - due to customers -141,684 -188,832 -47,148 - securities issued -255,993 -282,074 -26,081 -9.2 16,593 30,311 -13,718 -45.3 Dividends and other revenues: a) shares, quotas and other securities b) equity investments c) equity investments in Group companies 515 429 86 20.0 16,078 29,882 -13,804 -46.2 - - - - Commission income 469,446 457,805 11,641 2.5 50 Commission expense -96,473 -70,899 25,574 36.1 60 Profits (losses) on financial transactions 45,885 25,925 19,960 77.0 70 Other operating income 168,849 144,129 24,720 17.2 80 Administrative costs: -725,152 -715,486 9,666 1.4 a) payroll -429,778 -419,899 9,879 2.4 40 of which: - wages and salaries -296,878 -289,009 7,869 2.7 - social security charges -87,004 -82,708 4,296 5.2 - termination indemnities -18,569 -19,324 -755 -3.9 - pensions and other commitments -16,014 -16,744 -730 -4.4 -295,374 -295,587 -213 -0.1 17.4 b) other administrative costs 90 Adjustments to intangible -156,058 -132,951 23,107 100 Provisions for liabilities and charges and tangible fixed assets -18,927 -16,346 2,581 15.8 110 Other operating expenses -31,234 -21,973 9,261 42.1 -173,057 -148,383 24,674 16.6 43,799 46,193 -2,394 -5.2 -154 -5,502 -5,348 -97.2 57.0 120 Adjustments to loans and provisions for guarantees and commitments 130 Writebacks of loans and provisions for guarantees and commitments 150 Adjustments to financial fixed assets 170 Profit (loss) from investments carried at equity 4,092 2,606 1,486 293,258 312,912 -19,654 -6.3 36,791 47,773 -10,982 -23.0 200 Extraordinary charges -22,658 -12,939 9,719 75.1 210 Extraordinary income, net 14,133 34,834 -20,701 -59.4 180 Income (loss) from operating activities 190 Extraordinary income 230 Change in reserve for general banking risks 240 Income taxes for the year 250 Income (loss) attributable to minority interests 260 Net income (loss) for the year 79 -150 - -150 n.s. -158,865 -179,549 -20,684 -11.5 -36,317 -38,119 -1,802 -4.7 112,059 130,078 -18,019 -13.9 Explanatory notes to the consolidated financial statements of the Banca Lombarda e Piemontese Group as of December 31,2003 81 Introduction EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Part A - Consolidation methods and accounting policies Section 1 - Description of accounting policies Section 2 - Adjustments and provisions made for tax purposes Section 3 - Other information Part B - Information on the consolidated balance sheet Section Section Section Section Section Section Section Section 1 2 3 4 5 6 7 8 - Section Section Section Section 9 10 11 12 - Loans Securities Equity investments Intangible and tangible fixed assets Other assets Payables Provisions Capital stock, equity reserves, reserve for general banking risks and subordinated liabilities Other liabilities Guarantees and commitments Concentration and distribution of assets and liabilities Administration and dealing on behalf of third parties Part C - Information on the consolidated statement of income Section Section Section Section Section Section Section 1 2 3 4 5 6 7 - Interest Commission Profits (losses) on financial transactions Administrative costs Adjustments, writebacks and provisions Other statement of income captions Other information on the statement of income Part D - Other information Section 1 - Directors and Statutory Auditors 82 INTRODUCTION The consolidated financial statements comprise the balance sheet, the statement of income and these notes, together with the report on operations for the year, pursuant to Decree 87/1992 which regulates the statutory and consolidated financial statements of banks and similar institutions. The explanatory notes form an integral part of the financial statements. Their purpose is to provide all of the information required for a clear and full explanation of the Group’s assets and liabilities, results and financial position, even if certain types of information are not specifically required by law. The following attachments are provided in addition to the obligatory schedules: • Statement of changes in consolidated stockholders’ equity • Statement of changes in consolidated financial position. The consolidated financial statements have been audited by Deloitte & Touche SpA in accordance with article 155 of Decree 58 dated February 24, 1998 and with the stockholders’ resolution dated April 27, 2001, which appointed them as auditors for the three-year period 2001-2003. All information, unless otherwise specified, is presented in thousands of Euro. 83 ACCOUNTING POLICIES PART A CONSOLIDATION METHODS AND ACCOUNTING POLICIES The accounting policies used for preparing the consolidated financial statements comply with Decree 87 of January 27, 1992 and the instruction of the Governor of the Bank of Italy issued on July 30, 2002. They take account of the accounting principles that are generally accepted in Italy. The financial statements have been prepared in a way that, where possible, gives preference to substance over form and records transactions at the time of settlement rather than at the time of negotiation. The accounting policies adopted, presented below, are unchanged with respect to those used to prepare the prior year’s financial statements, except in relation to the treatment of VAT by Lombarda Sistemi e Servizi S.p.A., which under art. 36 bis of Decree 633/72 exercised the option not to adopt the “normal» VAT system, in order to apply the criteria used by other Group banks. This option removes the obligations relating to the billing and recording of VAT-exempt transactions, as per article 10 of this Decree, meaning that VAT on purchases now becomes non-deductible and so is added to the cost to which it refers. VAT on depreciable assets is now capitalized and depreciated over the life of the related asset. The effects on net income and stockholders’ equity as of December 31, 2003 are not significant. Lastly, as allowed by Law 350/2003 (2004 Finance Law), Banca Lombarda e Piemontese S.p.A., Banco di Brescia S.p.A., Banca Regionale Europea S.p.A., Banca di Valle Camonica S.p.A. and Banca Cassa Risparmio di Tortona S.p.A., have revalued their land and buildings by 381.4 million Euro in order to align their carrying value with their market value, ahead of the introduction of International Accounting Standards (IAS). These revaluations were based on independent expert appraisals and the gross amount of the revaluation has been added to the book value of each asset. The resulting revaluation reserve has been recorded in the financial statements of the individual companies and totals 309.8 million Euro, representing the above revaluation surplus net of the related flat-rate tax charge of 71.6 million Euro, which has been credited to the provision for taxation. The increase in tangible fixed assets (325.5 million Euro) and in the revaluation reserve (241.7 million Euro) stated in the consolidated financial statements is different from that mentioned above; this is because, on the first time consolidation of Banca Regionale Europea, the higher value of properties determined on the basis of independent appraisals was booked to the “Property» caption and because of consolidation adjustments for accelerated depreciation made in prior years. The accounting policies used by the companies included in the consolidation are predominantly in line with those of the Parent Bank. 84 SCOPE OF CONSOLIDATION The consolidated financial statements include the financial statements of Banca Lombarda e Piemontese SpA, the Parent Bank, and of its direct and indirect subsidiaries, which operate in the banking, financial and related sectors. Non-controlling investments, representing at least 20% of capital, in companies operating in the banking, financial and related sectors are carried at equity, as are other subsidiaries not operating in those sectors. Holdings of less than 20% are carried at cost. The following changes took place with respect to the financial statements as of December 31, 2002. Consolidation line-by-line Capitalgest Alternative Investments SGR S.p.A., a wholly-owned subsidiary of the Parent Bank, was formed in January. In April the Parent Bank signed a preliminary agreement with Banca Popolare di Vicenza to purchase 100% of Banca Idea S.p.A..This deal was closed in July; Banca Idea was subsequently renamed Banca Lombarda Private Investment SpA. The results of Banca Idea have been consolidated on a lineby-line basis from April 2003 onwards. Idea Advisory S.A., 99% owned by Banca Idea, also entered the scope of consolidation as a result of this transaction. A 90% interest in Electrolux Financiera S.A. was purchased in September (51% by the Parent Bank and 39% through Veneta Factoring S.p.A.). Given the limited impact of these acquisitions on the pre-existing Group, it was decided not to prepare pro-forma versions of the accounts as of December 31, 2002. During the year, the Parent Bank also completed the following transactions: - purchase of a 15.2% interest in Banca Cassa di Risparmio di Tortona S.p.A., already 60% owned by Banca Regionale Europea SpA; - purchase of an additional 9.76% interest in CBI Factor S.p.A,, increasing its investment to 97.23%; - purchase of an additional 1.96% interest in Banco di San Giorgio S.p.A., increasing its investment to 32.63% and that of the Group to 86.70%, since this company is 54.07% owned by Banca Regionale Europea. 85 Equity method In May the Parent Bank purchased an additional 12.75% interest in Corporation Financière Européenne S.A., increasing its investment to 63.75%; this company is valued at equity because does not carry on a business activity related to that of the Group. In August, the Parent Bank sold its 33.33% interest in Itradeplace SpA. CONSOLIDATION METHODS Consolidation line-by-line The assets, liabilities and off-balance sheet transactions of companies included within the scope of consolidation are consolidated on a line-by-line basis, together with their revenues and expenses. The book value of investments is eliminated against the related stockholders’ equity at the time of acquisition or initial consolidation. The differences that emerge as a result of the above elimination are allocated, where possible, to the assets and liabilities of the subsidiaries concerned. Residual differences: - if positive, are classified as “goodwill arising on consolidation» and amortized over ten years on a straight-line basis. The differences relating to the acquisition of Banca Cassa di Risparmio di Tortona S.p.A. and Banca Regionale Europea S.p.A. are being amortized over twenty years, in view of the benefits expected from the acquisition and the assumptions made when the purchase price was determined. Goodwill relating to interests purchased subsequently is amortized over the remaining life of the original goodwill; - if negative, are classified as “negative goodwill arising on consolidation», which forms part of consolidated stockholders’ equity. Equity method The book value of investments is compared with the Group’s share of the related stockholders’ equity at the time this method is first applied. The difference in these values: - if positive: a) where relating to depreciable assets, is classified among “equity investments» and depreciated using the rates applicable to the fixed assets concerned; b) where relating to goodwill, is classified as “goodwill arising on application of the equity method». This value is generally amortized on a straight-line basis over ten years. 86 - if negative, is classified as “negative goodwill arising on application of the equity method», which forms part of consolidated stockholders’ equity. Elimination of intercompany transactions Amounts due to and from consolidated companies, off-balance sheet transactions and revenues and costs arising from such balances are eliminated, together with profits and losses from dealing transactions between the companies concerned, with the exception of transactions in securities as these are carried out on arm’s-length conditions and for consideration. For assets involved in leasing transactions between consolidated companies, the original costs and accumulated depreciation up to the end of the year are recalculated and the net book values are recorded in the pertinent asset captions. Minority stockholders The minority interests in the equity and results of consolidated companies are classified separately in the consolidated financial statements. Dividends Dividends from consolidated companies are not recorded in the consolidated statement of income. Consolidating financial statements The consolidated financial statements are prepared using the financial statements of the individual Group companies, as prepared by their respective Boards of Directors for approval at stockholders’ meetings held before that of Banca Lombarda e Piemontese SpA. S.B.S. Leasing SpA and Veneta Factoring SpA (as far as its leasing business is concerned) have been consolidated on the basis of financial statements prepared using lease accounting methodology. Accounting reference date The financial statements used for consolidation purposes were all prepared as of December 31, 2003, which is the accounting reference date of the Parent Bank. 87 Section 1 – Description of accounting policies 1) Loans, guarantees and commitments 1.1 Loans to customers Loans, including contractual and default interest, are stated at their estimated realizable value. This value is determined by writing down principal and interest to reflect expected losses. Estimated loan losses take into account the solvency of debtors, considering any information obtained subsequent to year-end. In particular: 1) the following are assessed in detail to determine the expected loss on each account: - non-performing loans, including both principal and interest, - significant problem loans (equal to or more than 15,500 Euro), - other loans that, due to size or the particular characteristics of the debtor, are subject to specific review, - restructured loans earning less than the refinancing rate; 2) the following are assessed with reference to historical-statistical data, to take account of the risk of loss inherent in normal banking activities, and the resulting adjustments are applied to the individual accounts concerned: - small problem loans (less than 15,500 Euro), - performing loans. The assessment of performing loans in relation to historical-statistical data: - takes into consideration the classification of customers in the “corporate» and “retail» segments; - applies writedown percentages, for each customer segment, differentiating between short-term drawdowns and long-term drawdowns, which are generally secured by real guarantees; - takes account of the higher creditworthiness of certain customer categories (e.g. customers belonging to banking groups, territorial public bodies, etc.). General adjustments are also made by non-banking companies to take account of the special nature of their lending (consumer credit). The assessment of restructured loans earning less than the refinancing rate, i.e. 3-month Euribor, takes account of the loss arising from discounting to present value the financial flows deriving from the difference between the agreed interest rate and the refinancing rate. Loans affected by country risk are valued using the rates applied throughout the banking system. 88 Adjustments are booked to the statement of income. The original value of loans is reinstated by crediting the “writeback» account if the reasons for any writedowns cease to apply. Default interest considered collectible is covered in the financial statements of consolidated companies by reserves for possible loan losses, in order to defer the taxation of such income until collection. For consolidation purposes, such provisions are credited to stockholders’ equity, net of taxation, to the extent that they relate to prior periods, while the current year element is credited to the statement of income. The same applies to any difference between total loan writedowns booked during the year, i.e. the maximum amount allowed for tax purposes, and the adjustments needed to value loans at their estimated realizable value. These amounts were booked to the reserve for loan losses in the financial statements of the individual consolidated companies. 1.2 Explicit and implicit loans relating to lease contracts For consolidation purposes, leases are recorded using finance leasing methodology. Implicit and explicit loans are stated at their estimated realizable value. Writedowns are made taking into account the solvency of the debtor and the value of the assets being leased. 1.3 Other amounts due Other amounts due are stated at their estimated realizable value, which is generally their nominal value. They include the interest calculated at yearend. 1.4 Guarantees and commitments Guarantees given are stated at the value of the related commitment. Securities to be received are stated at the forward price contracted with the counterparties. Commitments to grant finance to counterparties and customers are stated at the amount still to be drawn. The risk associated with guarantees given and commitments to grant funds is assessed on the basis applied in relation to cash lending. Doubtful positions are covered indirectly by the provisions for liabilities and charges, determined both on analytical and historical-statistical bases. Any surplus provisions are released to the statement of income as writebacks. 89 2) Securities and off-balance sheet transactions (not including currency transactions) Securities held are classified as either investment securities or dealing securities. 2.1 Investment securities Securities are deemed to be investment securities following specific resolutions of the Board of Directors. Investment securities are valued at specific cost, as adjusted to reflect the accrued difference between such cost and their redemption value upon maturity, or, if transferred from the dealing portfolio, at their value at the time of transfer determined using the related valuation criterion. Cost includes accrued issue discounts and rolled-up interest on securities that earn implicit interest. Investment securities are written down in the case of permanent losses, taking into account the solvency of the issuers and the ability to repay debt of their countries of residence. Their original value is reinstated in subsequent years, to the extent that the reasons for any writedowns cease to apply. This category also includes junior bonds linked to loan securitizations arranged in 2001, 2002 and 2003 which were subscribed for in full by the Group companies that arranged the transactions. These are considered investment securities as they will remain in portfolio until maturity, being an integral part of the securitization deals. Their estimated realizable value is determined with reference to expected recoveries on the portfolios underlying the transactions. 2.2 Dealing securities These securities are held for dealing purposes or to cover treasury requirements. They are valued: - at market value, if quoted on official markets; - at the lower of cost or market value, if not quoted on official markets. Cost is determined on a LIFO basis with annual layers and includes accrued issue discounts and rolled-up interest on securities that earn implicit interest. Market value is determined as follows: - securities quoted on official markets: the average of prices posted in December; - securities not quoted on official markets: the average of the prices struck during December for quoted securities with similar characteristics or otherwise, the prices quoted in unofficial markets or by specialist sources. In the absence of a reference price, estimated realizable value is obtained by discounting to present value the flows of interest and expected payments using the market rates applicable through redemption. 90 The original value of unquoted securities is reinstated in future accounting periods if the reasons for any writedowns cease to apply. Moreover, if dealing in securities involves short selling, reflected in the balance sheet among “other liabilities», the results are valued using the principles described above. 2.3 Off-balance sheet transactions in securities The valuation of derivative contracts open at year-end depends on whether they hedge assets and liabilities that generate interest, or are held for dealing purposes. 1. Hedging contracts are valued on a basis consistent with that applied in relation to the assets, liabilities and off-balance sheet positions being hedged. The results of these valuations are reflected in the statement of income as “Profits (losses) on financial transactions» and matched among “Other assets/liabilities» in the balance sheet. In the case of contracts hedging dealing securities that involve the payment of a single differential or margin (single-flow contracts), differentials are reflected in full in the statement of income in the accounting period in which they arise: - as “Interest income/expense», when the underlying asset has a life of less than one year; - as “Profits (losses) on financial transactions» when the underlying asset has a life of more than one year. The differentials on other derivatives hedging assets and liabilities which generate interest, are reflected in the statement of income on an accruals basis as interest. 2. Dealing contracts negotiated on official markets are valued at market value or otherwise at the lower of purchase cost or market value. Market value is determined as follows: - contracts quoted on organized markets: at their quoted prices; - other contracts: on the basis of quoted prices or objectively determinable prices taken from international information networks. Differentials from dealing on own account are recorded as “Profits (losses) on financial transactions»; Commission income and expense arising from dealing on behalf of customers is recorded in the appropriate captions when collected. Commitments to the forward purchase (sale) of securities relative to contracts open at year end are valued using the criteria adopted for the portfolio to which they belong. Writedowns and revaluations are included in the “Profits (losses) on financial transactions» caption of the statement of income. 91 3) Equity investments Equity investments are stated at purchase cost or their previously adjusted value, except where consolidated or carried at equity as described earlier. Such amounts are written down by charges to the statement of income to reflect any permanent reductions in value. The original value is written back in subsequent years if the reasons for the writedown cease to apply. 4) Foreign currency assets and liabilities (including off-balance sheet transactions) Assets, liabilities and spot and forward off-balance sheet transactions denominated in foreign currency are translated to Euro using the year-end exchange rates. The valuation of assets and liabilities linked to off-balance sheet transactions takes account of such transactions. The effect of any adjustments is recorded in the “profits (losses) on financial transactions” caption of the statement of income. Foreign currency revenues and expenses are stated using the exchange rates applying at the time they are recorded. 5) Tangible fixed assets Tangible fixed assets are recorded at purchase cost, including related charges, or their previously adjusted value. Land and buildings have also been revalued in accordance with specific laws. They are stated net of accumulated depreciation. Depreciation is provided on a straight-line basis using rates which write down the related assets over their residual economic useful lives. In cases where there is a permanent impairment of value, the asset is written down to reflect the loss, irrespective of how much has already been depreciated. The original value is written back if the reasons for the writedown cease to apply. In addition: - new assets are depreciated from the year they enter service; - assets entering service during the year are depreciated at half the standard rate, accepted by the tax authorities, to reflect their reduced level of usage. Non-banking property that is not directly utilized by the Bank is not depreciated since its value is retained as a result of maintenance expenditure which is charged directly against income. Compared with the values shown in the books of the individual companies, accelerated depreciation charged solely to gain tax benefits has been reversed. 92 6) Intangible fixed assets These are stated at purchase cost, including related charges, and amortized systematically over the period they are expected to benefit. They include start-up and expansion costs, purchased goodwill and other costs benefiting future periods (software costs incurred by Lombarda Sistemi e Servizi S.p.A. in setting up its business include a portion of expenses for the personnel involved in its development. The matching entry is booked under “Other operating income»). Such costs are recorded in the financial statements of each consolidated company with the agreement of the Statutory Auditors, where this is explicitly required by the regulations. Intangible fixed assets are amortized over a maximum of five years, with the exception of the goodwill recorded on the merger of group companies. This is amortized over ten years, which is considered to be the period that these costs will benefit. In cases where there is a permanent impairment of value, the asset is written down to reflect the loss, irrespective of how much has already been depreciated. The original value is written back if the reasons for the writedown cease to apply. Intangible fixed assets also include the charges relating to extraordinary payments and related notional contributions due to employees who have been allowed to use the “Solidarity Fund» set up with the Italian social security authorities (INPS) under Ministerial Decree 158 dated April 28, 2000. These charges are being amortized on a straight-line basis over five years, as allowed by article 59.3 of Law 449/97 which sanctions the application of article 1.3(bis) of Decree 364 of August 14, 1992, instead of being expensed in full to income in the year in which application to the Solidarity Fund is made (as would be allowed by generally accepted accounting policies). Had these charges had been expensed in full in the years in which application to the “Fund» was made, the effect (after tax) as of December 31, 2003 would have been: - 9.4 million Euro on net income for the year; - 20.1 million Euro on stockholders’ equity. 7) Other aspects 7.1 Accruals and deferrals Accruals and deferrals are recorded in order to match income and expenses in the accounting periods to which they relate. 93 7.2 Provision for termination indemnities The provision for termination indemnities covers the liability to all employees as of December 31, 2003, accrued in accordance with current legislation. Under specific agreements, amounts accrued by the employees of certain Group companies recruited after April 28, 1993 are transferred to internal supplementary pension funds. In the case of Banca Regionale Europea SpA, the supplementary pension fund also includes a portion of the total provision which relates to employees hired before April 28, 1993 who exercised a specific option on the basis of company agreements. 7.3 Provisions for liabilities and charges Pension fund The staff pension funds of Banca Regionale Europea SpA represent the total amount of current and future commitments to retired and working personnel in accordance with the bank’s regulations. Provision for taxation The provision for taxation covers indirect taxes and income taxes payable, determined from a prudent assessment of the tax liability under current fiscal regulations. The specific tax on the revaluation of properties is also classified in this caption. This tax, being 15% or 19% of the revaluation depending on the category of properties, has been recorded by decreasing the revaluation surplus credited to a specific reserve within stockholders’ equity. The tax will be paid over the next three years, as provided by law. Deferred taxation is recorded in accordance with Bank of Italy instructions (liability Method). These require that income taxes be recorded on an accruals basis, in order to fully match the costs and revenues giving rise to the results for the year. Deferred tax assets and liabilities are calculated on the timing differences between the value of assets or liabilities for accounting purposes and their corresponding value for tax purposes, using the rates expected to apply when such timing differences reverse. In particular, deferred tax assets are recognized only when it is reasonably certain that they will be recovered. Deferred taxation is not determined in relation to reserves in suspense for tax purposes, since no transactions that would give rise to such taxation are likely to occur. 94 Other provisions Other provisions cover losses on guarantees given and commitments undertaken, as well as other known or likely losses whose timing and extent cannot be determined at year-end or by the date these consolidated financial statements are prepared. Provisions to cover the above liabilities reflect the best possible estimates made on the basis of the information available. 7.4 Reserve for general banking risks This reserve covers general business risks and therefore forms part of the equity reserves. Any net change during the year is reflected in the statement of income. 7.5 Subordinated liabilities and other securities issued These are recorded at their issue value until repaid, except in the case of zero-coupon bonds and structured bonds issued below par and linked to financial market indices, which are recorded at their issue value as uplifted by the interest rolled up each year. 7.6 Payables Payables are stated at face value. They include the interest calculated at yearend. Section 2 – Adjustments and provisions made for tax purposes 2.1 Adjustments recorded solely for tax purposes by consolidated companies have been eliminated on consolidation and the related deferred taxation has been provided. 2.2 Provisions recorded solely for tax purposes by consolidated companies exclusively concern those covering possible loan losses. These amounts, net of the related tax effect, contribute to net income for the year in the consolidated financial statements. 95 Section 3 - Other information Unless stated otherwise, all figures in the notes are expressed in thousands of Euro. The following is an explanation of when various balance sheet and statement of income items are booked. Amounts due from and to customers Current account transactions with customers are recorded at the time they are carried out. Other transactions (bill portfolio, international transactions, securities, etc.) are recorded on settlement. Amounts due from and to banks These are recorded on settlement. Other receivables and payables Transactions are recorded when carried out. Securities Transactions in securities and similar instruments are recorded on settlement. Interest accrued and not yet collectible is recorded as accrued income, except for securities with implicit interest, which are stated inclusive of rolled-up interest. Repurchase agreements Repurchase agreements on securities are considered to be the same as contangos; the amounts received and paid are therefore booked as payables and receivables. The cost of funding and revenues from lending, represented by the coupons, any accrued issue discount and the differential between the related spot and forward prices, are recognized as interest on an accruals basis. Assets and liabilities in foreign currency Assets and liabilities in foreign currency are recorded on settlement of the related transactions. 96 Information required by CONSOB resolution 1011405 of February 15, 2001 The following information is given in compliance with CONSOB resolution 1011405 of February 15, 2001: Capitalization of interest due During the year, Group banks received thirty-six requests to recalculate interest applied to current accounts. Customers think that such interest is unjustifiable because of so-called “anatocism» (the charging of interest on interest). The Constitutional Court has passed sentence on certain aspects of the matter (sentence 425 of October 9, 2000), declaring illegitimate, due to misuse of power, that part of article 25.3 of the Decree of August 4, 1999, which sanctioned the effects to date of capitalizing interest. Together with the rest of the banking system, being convinced that Parliament is bound to change the provision declared illegitimate by the Supreme Court, Group banks have decided not to recalculate interest and therefore made no provision, thus confirming the decision taken in the financial statements since the end of 2000. Tax benefits included in Decree 153 of May 17, 1999 As detailed in the explanatory notes to the consolidated financial statements as of December 31, 2002, the tax benefits included in Decree 153/99 have been suspended. In accordance with Decree 282 of December 24, 2002, converted into Law 27 of February 21, 2003, Banca Lombarda e Piemontese S.p.A., Banca di Valle Camonica S.p.A. and Banco di San Giorgio S.p.A. duly paid back by December 31, 2002 an amount equating to the tax benefits received in 1998, 1999 and 2000 together with the related interest. With reference to the appeal filed with the first-level Court in Luxembourg on February 21, 2002 by the Italian banks represented by the Italian Bankers’ Association, the Court suspended the proceedings until the European Court of Justice has passed sentence. A similar appeal filed with the latter court by the Ministry of Foreign Affairs on behalf of the Italian Government will be heard without the presence of the banks concerned. 97 Assisted loans for the construction sector (Law 133 of May 13, 1999) Of all the Group’s banks, only Banco di Brescia has granted an assisted loan for construction purposes (one in total). In any case, the effects of article 29 of Law 133 on May 13, 1999 are not applicable. This article permits the bodies granting subsidies and the receivers of these subsidies, to ask the financing bank to renegotiate the loan should the interest rate applied be higher than that determined in compliance with Law 108/96 (the “anti-usury law»). Unassisted fixed-rate mortgages (Decree 394 of December 29, 2000) This decree is an interpretation of Law 108/96, which provides for a reduction in interest considered excessive (or “usurious”) on repayments of fixedrate loans maturing after January 2, 2001. Sentence 29 of the Constitutional Court in February 2002 declared the constitutional illegitimacy of article1.2 of Decree 394 dated December 29, 2000, where it provides that the substitution of interest required by the article be applied to installments falling due after January 2, 2001. The Court has therefore ruled that the substitution rate be applied to installments falling due from the date when Decree 394/2000 came into effect, ie. December 31, 2000. The Group’s banks consider that there will be no further liabilities following the adjustments made to contracts in 2001. *** As explained in the prior year’s financial statements, a stockholder has impugned the stockholders’ resolution of April 27, 2001, which approved the 2000 financial statements, on the grounds that the Group’s treatment of the question of anatocism (interest on interest) was not correct. The first-level judgement has been handed down. The Court of Brescia, with sentence dated December 10, 2003, rejected the application as illegitimate and ruled that the stockholder must pay 14,571.87 Euro to Banca Lombarda e Piemontese as reimbursement of legal expenses, plus costs. 98 PART B INFORMATION ON THE CONSOLIDATED BALANCE SHEET Section 1 - Loans (captions 30 and 40) Details of caption 30 “Due from banks” a) due from central banks 12.31.2003 12.31.2002 Changes 98,556 97,235 1,321 - - - b) notes eligible for refinancing at central banks c) due on leasing contracts d) repurchase agreements e) securities loaned - - - 1,862,845 1,865,556 -2,711 - - - 12.31.2003 12.31.2002 Changes 128,438 121,452 6,986 This caption includes: Correspondent current accounts Obligatory reserve with the Bank of Italy Deposits Loans Repurchase agreements 98,556 97,235 1,321 179,769 271,330 -91,561 80,000 94,981 -14,981 1,862,845 1,865,556 -2,711 Non-performing loans 22 22 - Other technical forms 33,664 16,265 17,399 2,383,294 2,466,841 -83,547 Total due from banks 1.2 Breakdown of risk on amounts due from banks as of 12.31.2003 Gross exposure Total writedowns Net exposure 129 -1 128 22 - 22 a.2 Problem loans - - - a.3 Loans being restructured - - - A) Doubtful loans a.1 Non-performing loans a.4 Restructured loans - - - 107 -1 106 B) Performing loans 2,383,166 - 2,383,166 Total 2,383,295 -1 2,383,294 a.5 Unsecured loans to countries at risk 99 1.3 Doubtful loans to banks as of December 31,2003 Descriptions A. Gross exposure as of 1.01.2003 A.1. of which: default interest B. Increases B.1. transfers from performing loans B.2. default interest B.3. transfers from other categories of doubtful loans B.4. other increases C. Decreases C.1. transfers to performing loans C.2. write-offs C.3. collections C.4. recovery through assignment C.5. transfers to other categories of doubtful loans C.6. other decreases D. Gross exposure as of 12.31.2003 D.1. of which: default interest Nonperforming loans Problem loans Loans being restructured Restructured loans Unsecured loans to countries at risk 22 - - - - 95 54 54 - - - - - 42 42 - 22 - - - - 107 - 1.4 Movements in writedowns for the year as follows: Description A. Total writedowns as of 1.01.2003 A.1. of which: default interest B. Increases B.1. writedowns B.1.1. of which: default interest B.2. use of provisions for possible loan losses B.3. transfers from other loan categories B.4. other increases C. Decreases C.1. writebacks C.1.1. of which: default interest C.2. writebacks on collection C.2.1. of which: default interest C.3. write-offs C.4. transfers to other loan categories C.5. other decreases D. Total writedowns as of 12.31.03 D.1. of which: default interest 100 Nonperforming loans Problem loans Loans Restructured being loans restructured Unsecured loans to Performing countries at risk loans - - - - 8 - - - - - - - - - - - - 7 7 1 - - 1.5 Details of caption 40 “Loans to customers” 12.31.2003 12.31.2002 Changes 40,712 47,218 -6,506 1,831,482 1,884,443 -52,961 194,262 86,273 107,989 - - - 12.31.2003 12.31.2002 Changes 4,164,377 4,315,915 -151,538 14,936,262 12,976,495 1,959,767 117,607 138,630 -21,023 Due on leasing contracts (*) 1,831,482 1,884,443 -52,961 Due on factoring transactions (*) 2,042,736 1,999,084 43,652 Non-performing loans 247,905 243,534 4,371 Other technical forms 49,448 62,965 -13,517 194,262 86,273 107,989 23,584,079 21,707,339 1,876,740 12.31.2003 12.31.2002 Changes a) loans secured by mortgages 5,980,105 4,527,308 1,452,797 b) loans secured by pledges on: 1,025,366 521,625 503,741 46,493 6,326 40,167 974,004 506,282 467,722 4,869 9,017 -4,148 4,250,862 3,809,208 441,654 6 - 6 a) notes eligible for refinancing at central banks b) due on leasing contracts c) repurchase agreements d) securities loaned Loans to customers are analyzed by technical form below: Current accounts Loans, grants, advances and mortgages Discounted notes Repurchase agreements Total (*) Net of non-performing loans. 1.6 Secured loans to customers 1. cash deposits 2. securities 3. other instruments c) loans guaranteed by: 1. governments 2. other public entities 3. banks 4. other operators Total 101 3,226 943 2,283 41,743 87,720 -45,977 4,205,887 3,720,545 485,342 11,256,333 8,858,141 2,398,192 1.7 Breakdown of risk on loans to customers as of December 31, 2003 Gross exposure Total writedowns Net exposure 824,838 -231,231 593,607 a.1 Non-performing loans 424,051 -176,146 247,905 a.2 Problem loans 374,836 -48,171 326,665 A) Doubtful loans a.3 Loans being restructured a.4 Restructured loans - - - 25,950 -6,914 19,036 1 - 1 B) Performing loans a.5 Unsecured loans to countries at risk 23,079,765 -89,293 22,990,472 Total 23,904,603 -320,524 23,584,079 In compliance with the requirements of Consob resolution 97003369 of September 4, 1997, with regard to credit factoring or securitization, it is confirmed that certain small loans have been assigned without recourse (in addition to the securitization operations reported in section 11.8 below). 1.8 Doubtful loans to customers as of 12.31.2003 Description A. Gross exposure as of 1.01.2003 A.1. of which: default interest B. Increases B.1. transfers from performing loans B.2. default interest Nonperforming loans Problem loans Loans being restructured Restructured loans Unsecured loans to countries at risk 406,892 302,055 6,294 47,858 279 46,047 2,377 - 1 - 197,856 257,895 - 2,902 - 96,755 218,916 - 2,122 - 6,975 1,231 - 6 - 89,580 573 - - - B.3. transfers from other categories of doubtful loans B.4. other increases C. Decreases C.1. transfers to performing loans 4,546 37,175 - 774 - 180,697 185,114 6,294 24,810 278 79 27,621 - 598 - C.2. write-offs 104,845 166 - - - C.3. collections 67,273 77,511 - 8,770 278 2,869 2,260 - - - C.4. recovery through assignment C.5. transfers to other categories of doubtful loans C.6. other decreases D. Gross exposure as of 12.31.2003 D.1. of which: default interest 102 749 67,668 6,294 15,442 - 4,882 9,888 - - - 424,051 374,836 - 25,950 1 45,657 3,022 - 6 - 1.9 Movements in writedowns for the year are as follows: Nonperforming loans Description A. Total writedowns as of 1.01.2003 163,358 A.1. of which: default interest 38,167 B. Increases 136,738 B.1. writedowns 51,492 B.1.1. of which: default interest 3,052 B.2. use of provisions for possible loan losses 54,961 B.3. transfers from other loan categories 30,268 B.4. other increases 17 C. Decreases 123,950 C.1. writebacks 932 C.1.1. of which: default interest 47 C.2. writebacks on collection 7,972 C.2.1. of which: default interest 1,211 C.3. write-offs C.4. transfers to other loan categories C.5. other decreases D. Total writedowns as of 12.31.03 D.1. of which: default interest Problem Loans Restructured Unsecured Performing loans being loans loans to loans restructured countries at risk 37,952 1,503 32,018 29,787 875 2,197 34 21,799 3,425 87 2,590 139 3,147 3,147 - 8,828 1,060 1,054 6 2,974 253 - 83 83 27 55 - 79,507 1,002 44,116 40,422 1,716 1,978 34,330 15,408 9,120 - 107,384 482 - - - - 7,001 661 176,146 38,237 14,721 581 48,171 2,122 3,147 - 2,721 6,914 - 1 - 6,596 3,206 89,293 910 Section 2 – Securities (captions 20, 50 and 60) The securities portfolio comprises: 12.31.2003 12.31.2002 Changes Treasury bills and other bills eligible for refinancing with central banks (caption 20) Bonds and other debt securities (caption 50) Shares, quotas and other forms of capital (caption 60) Total 418,948 350,151 68,797 1,050,403 1,800,881 -750,478 193,685 156,322 37,363 1,663,036 2,307,354 -644,318 378,547 754,485 -375,938 1,284,489 1,552,869 -268,380 of which : - Investment securities - Dealing securities 103 The details and movements are provided in accordance with current regulations. 2.1 I Titoli immobilizzati 12.31.2003 1. Debt securities 1.1 Government securities - quoted - unquoted 1.2 Other - quoted - unquoted 2. Equities 12.31.2002 Book value Market value Book value Market value 378,547 383,916 754,485 762,850 170,934 174,304 514,424 521,593 170,934 174,304 514,424 521,593 - - - - 207,613 209,612 240,061 241,257 65,776 66,305 103,719 103,000 141,837 143,307 136,342 138,257 - - - - - quoted - - - - - unquoted - - - - 378,547 383,916 754,485 762,850 Total Market value represents the average of stockmarket prices during the second half of 2003 determined with the same principles as for “dealing securities”. The difference between the book and market values, 5,369 thousand Euro, should be considered together with the net losses (4,403 thousand Euro) on the hedging contracts reported in section 10.5. The total also includes an Augusta Vita 10-year endowment policy with yield linked to the results of Augusta Risparmio Auris for 64,771 thousand Euro. The differences between redemption value on maturity and book value as of December 31, 2003 are as follows: Government securities Positive differences Negative differences 261 -393 Bank bonds - - Property bonds - - Agricultural bonds - - Other bonds Other (Augusta policy) Total 104 385 - - -336 646 -729 2.2 Changes during the year in investment securities A. Opening balance 754,485 B. Increases 22,605 B1) Purchases (1) 12,553 B2) Writebacks - B3) Transfers from dealing securities - B4) Other (2) 10,052 C. Decreases 398,543 C1) Sales 648 C2) Redemptions 388,644 C3) Adjustments - of which: permanent writedowns - C4) Transfers to dealing securities - C5) Other (2) 9,251 D. Closing balance 378,547 (1) Including 12,550 thousand Euro relating to the securitization transaction, as described in section 11.8. (2) Other concerns the recording of income from sales, capitalized issue discounts and the difference between purchase and redemption costs reflected in the statement of income on an accruals basis. Investment securities have been treated as fixed assets in accordance with CONSOB and Bank of Italy regulations on the basis of specific resolutions by the Boards of Directors of the individual companies concerned. These resolutions identify the fundamental characteristics of the categories concerned and require that securities be allocated to the appropriate category at the time of purchase; in relation to investment securities, they also establish absolute and relative parameters for the size of the portfolio. Changes during the year are analyzed by type of security as follows: Purchases Transfers from dealing securities Other changes net Transfers to dealing securities Redemptions/ Sales Government securities - quoted - - -66 - 343,436 - unquoted - - - - - - - -740 - 16,341 12,553 - 1,607 - 29,515 12,553 - 801 - 389,292 Other - quoted - unquoted Total 105 2.3 Dealing securities 12.31.2003 Book value Market value 12.31.2002 Book value Market value 1. Debt securities 1.1 Government securities - quoted - unquoted 1.2 Other - quoted - unquoted 2. Equities - quoted - unquoted 1,090,301 504,178 502,758 1,420 586,123 416,332 169,791 194,188 191,957 2,231 1,093,825 504,208 502,788 1,420 589,617 416,613 173,004 187,613 185,381 2,232 1,396,549 688,965 687,456 1,509 707,584 520,081 187,503 156,320 41,737 114,583 1,399,845 688,991 687,471 1,520 710,854 520,081 190,773 157,509 42,926 114,583 Total 1,284,489 1,281,438 1,552,869 1,557,354 The difference between the book and market values, 3,051 thousand Euro, should be considered together with the net capital losses (2,137 thousand Euro) on derivative hedging contracts reported in section 10.5 on repurchase agreements. 2.4 Changes during the year in dealing securities A. Opening balance B. Increases B1) Purchases - debt securities - government securities - other securities - equities B2) Writebacks and revaluations (1) B3) Transfers from the investment portfolio B4) Other (2) C. Decreases C1) Sales and redemptions - debt securities - government securities - other securities - equities C2) Adjustments (1) C3) Transfers to the investment portfolio C4) Other (2) D. Closing balance 1,552,869 29,297,229 28,901,459 28,117,852 22,959,916 5,157,936 783,607 14,975 380,795 29,565,609 29,507,358 28,750,664 23,383,129 5,367,535 756,694 3,241 55,010 1,284,489 (1) Writebacks and revaluations and writedowns have been recorded in the statement of income. (2) Other changes include income from dealing activities and amounts arising on the recording of capitalized issue discounts and from short-selling. The contra-entry for the latter, 320,392 Euro, is classified among other liabilities. 106 Section 3 – Equity investments (captions 70 and 80) 3.1 Significant investments A. COMPANIES INCLUDED IN THE SCOPE OF CONSOLIDATION A.1 LINE - BY - LINE Type of relationship Stockholders’ equity (A) Net income for the year (B) 1. BANCA CASSA DI RISPARMIO DI TORTONA SpA - Tortona (Al) Capital stock Euro 38,734,500 In shares of Euro 516.46 each 1 82,564 5,985 Banca Lombarda SpA Banca Regionale Europea SpA 15.20 60.00 15.20 60.00 2. BANCA DI VALLE CAMONICA SpA - Breno (BS) Capital stock Euro 2,738,693 In shares of Euro 1 each 1 94,861 7,659 Banca Lombarda SpA Banco di Brescia SpA 74.24 8.72 74.24 8.72 3. BANCA LOMBARDA INTERNATIONAL S.A. Luxembourg Capital stock Euro 19,958,340 In shares of Euro 510 each 1 32,280 4,234 Banca Lombarda SpA Banco di Brescia SpA Banco di San Giorgio SpA 91.90 7.59 0.51 91.90 7.59 0.51 4. BANCA LOMBARDA PREFERRED CAPITAL COMPANY - LLC - Delaware (USA) Capital stock Euro 1,000 In a single quota of Euro 1,000. 1 -196 -197 Banca Lombarda SpA 100.00 100.00 NAME AND LOCATION Type of investment (Loss) % Holding Votes at ordinary meetings % Holding 5. BANCA LOMBARDA PRIVATE INVESTMENT SpA - Brescia Capital stock Euro 30,000,000 In shares of Euro 3 each 1 23,328 -6,919 Banca Lombarda SpA 100.00 100.00 6. BANCA REGIONALE EUROPEA SpA - Cuneo Capital stock Euro 442,000,000 In shares of Euro 0.52 each 1 991,362 66,342 Banca Lombarda SpA 53.33 57.83 7. BANCO DI BRESCIA SpA – Brescia Capital stock Euro 453,700,000 In shares of Euro 0.52 each 1 918,730 118,231 Banca Lombarda SpA 100.00 100.00 8. BANCO DI SAN GIORGIO SpA - Genoa Capital stock Euro 55,772,223 In shares of Euro 1.50 each 1 73,043 4,320 Banca Regionale Europea SpA Banca Lombarda SpA 54.07 32.63 54.07 32.63 CAPITALGEST SGR SpA – Brescia Capital stock Euro 12,661,740 In shares of Euro 6 each 1 20,339 4,497 Banca Lombarda SpA 100.00 100.00 10. CAPITALGEST ALTERNATIVE INVESTMENTS SGR SpA - Brescia Capital stock Euro 1,500,000 In shares of Euro 1,000 each 1 1,238 -262 Banca Lombarda SpA 100.00 100.00 11. CBI FACTOR SpA – Milan Capital stock Euro 36,115,820 In shares of Euro 0.52 each 1 67,547 6,453 Banca Lombarda SpA 97.23 97.23 12. ELECTROLUX FINANCIERA SA E.F.C. - Madrid Capital stock Euro 5,108,500 In shares of Euro 60.10 each 1 6,592 281 Banca Lombarda SpA Veneta Factoring SpA 51.00 39.00 51.00 39.00 13. GRIFOGEST SpA - Florence Capital stock Euro 2,582,300 In shares of Euro 516.46 each 1 8,454 2,439 Banca Lombarda SpA Banca Regionale Europea SpA 51.00 51.00 49.00 49.00 9. (following) 107 (straight) Type of relationship Stockholders’ equity (A) Net income for the year (B) 14. LOMBARDA ADVISORY SA - Luxembourg Capital stock Euro 75,000 In shares of Euro 10.00 each 1 1,390 1,214 Banca Lombarda Private Investment SpA 99.00 99.00 15. LOMBARDA SISTEMI E SERVIZI SpA - Brescia Capital stock Euro 10,400,000 In shares of Euro 0.52 each 1 15,929 3,280 Banca Lombarda SpA 100.00 100.00 16. MERCATI FINANZIARI SIM SpA - Milan Capital stock Euro 10,320,000 In shares of Euro 5.16 each 1 12,077 392 Banca Lombarda SpA 100.00 100.00 17. S.B.I.M. SpA – Brescia Capital stock Euro 14,768,000 In shares of Euro 0.52 each 1 26,904 823 Banca Lombarda SpA 100.00 100.00 18. SBS LEASING SpA – Brescia (C) Capital stock Euro 22,800,000 In shares of Euro 6 each 1 67,525 9,221 Banca Lombarda SpA 98.00 98.00 19. SIFRU GESTIONI FIDUCIARIE SIM SpA – Brescia Capital stock Euro 1,040,000 In shares of Euro 0.52 each 1 2,843 888 Solofid SpA 100.00 100.00 20. SILF SpA - Cuneo Capital stock Euro 10,300,000 In shares of Euro 1 each 1 28,844 6,522 Banca Lombarda SpA Banca Regionale Europea SpA 60.00 60.00 40.00 40.00 21. SOLIMM SpA – Brescia Capital stock Euro 2,580,000 In shares of Euro 5.16 each 1 2,804 6 Banca Lombarda SpA 100.00 100.00 22. SOLOFID SpA. – Brescia Capital stock Euro 1,508,000 In shares of Euro 0.52 each 1 3,057 987 Banca Lombarda SpA 100.00 100.00 23. VENETA FACTORING SpA - Pordenone Capital stock Euro 12,080,000 In shares of Euro 1 each 1 26,327 2,825 Banca Lombarda SpA CBI Factor SpA 51.00 39.00 51.00 39.00 Type of investment % Votes at Holding ordinary meetings % Holding Consolidated book value NAME AND LOCATION Type of investment (Loss) % Holding Votes at ordinary meetings % Holding B. INVESTMENTS CARRIED AT EQUITY Group equity investments NAME AND LOCATION 1. ANDROS Srl - Cuneo Capital stock Euro 260,000 In quotas of Euro 0.52 each Type of Stockholders’ Net relationship equity income (A) for the year (B) Loss 1 1,071 156 Banca Regionale Europea SpA 100.00 100.00 1,073 2. CORPORATION FINANCIERE EUROPEENNE SA 1 Luxembourg Capital stock Euro 1,300,000 In shares of Euro 1 each 1,175 81 Banca Lombarda SpA 63.75 63.75 750 -54 -36 Banca Regionale Europea SpA 95.00 95.00 - 3. GE.SE.RI SpA in liquidation - Cuneo Capital stock Euro 323,520 In shares of Euro 1 each Total investments in Group companies 108 1 1,823 Other significant investments NAME AND LOCATION Type of Stockholders’ Net relationship equity income (A) for the year (B) 1. BRESCIA ON LINE Srl - Brescia Capital stock Euro 1,250,000 In quotas of Euro 1 each 8 Loss -662 -5,675 Type of investment % Votes at Holding ordinary meetings % Holding Consolidated book value Banca Lombarda SpA 20.00 20.00 - Banca Cassa di Risparmio di Tortona SpA 32.50 32.50 1,628 2. CARALT SpA - Alessandria Capital stock Euro 2,582,500 In shares of Euro 51.65 each 8 5,010 1,701 3. FIDUCIARIA BANKNORD SpA - Milan Capital stock Euro 520,000 In shares of Euro 1 each 8 620 9 Banco di Brescia SpA B.di V.Camonica SpA 30.00 10.00 30.00 10.00 - 4. HELP RENTAL SERVICE Srl - Rome Capital stock Euro 775,000 8 408 52 SBS Leasing Spa 29.00 29.00 173 5. LOMBARDA VITA SpA Capital stock Euro 55,300,000 In shares of Euro 5 each 8 66,967 8,637 Banca Lombarda SpA 49.90 49.90 33,417 6. PAVIA SVILUPPO IMPRESE SpA – Pavia Capital stock Euro 2,500,000 In shares of Euro 1 each 8 2,139 -130 Banca Regionale Europea SpA 32.32 32.32 691 7. PRISMA Srl – Milan Capital stock Euro 520,000 In quotas of Euro 1 each 8 648 30 Banca Lombarda SpA 20.00 20.00 129 8. SIDERFACTOR SpA - Milan Capital stock Euro 1,200,000 In shares of Euro 100 each 7 1,200 - CBI Factor SpA 27.00 27.00 324 9. TEX FACTOR SpA - Milan Capital stock Euro 1,033,000 In shares of Euro 51.65 each 8 1,757 139 CBI Factor SpA 20.00 20.00 367 Total 36,729 (A) Type of relationship: 1 = control as per art.2359.1.1 of the Italian Civil Code (majority of votes at ordinary stockholders’ meetings); 2 = control as defined by article 2359(1.2) of the Italian Civil Code (dominant influence at ordinary stockholders’ meetings); 3 = control as defined by article 23(2.1) of the Tax Consolidation Law (agreements with other stockholders) 4 = other forms of control; 5 = single management as defined by article 26(1) of Decree 87/92; 6 = single management as defined by article 26(2) of Decree 87/92; 7 = joint control; 8 = associated company (B) Amount already included in stockholders’ equity. (C) Stockholders’ equity and net income calculated using financial lease methodology. 109 3.2 Amounts due to and from Group companies 12.31.2003 a) assets 12.31.2002 Changes - - - - - - of which: subordinated - - - 2. due from financial institutions - - - of which: subordinated - - - - - - - - - - - - - - - 2,256 1,016 1,240 - - - 1. due from banks 3. due from other customers of which: subordinated 4. bonds and other debt securities of which: subordinated b) liabilities 1. due to banks 2. due to financial institutions - - - 2,256 1,016 1,240 4. securities issued - - - 5. subordinated liabilities - - - - - - 1. guarantees given - - - 2. commitments - - - 12.31.2003 12.31.2002 Changes 340,574 159,225 181,349 - 38,474 -38,474 3. due to other customers c) guarantees and commitments 3.3 Due to and from equity investments (excluding Group companies) a) assets 1. due from banks of which: subordinated 2. due from financial institutions of which: subordinated 3. due from other customers of which: subordinated 4. bonds and other debt securities of which: subordinated b) liabilities - - - 222,335 70,362 151,973 - - - 118,239 43,583 74,656 - - - - 6,806 -6,806 - - - 681,625 569,802 111,823 1. due to banks 80,110 362 79,748 2. due to financial institutions 41,161 16,273 24,888 9,816 14,282 -4,466 550,528 538,864 11,664 10 21 -11 10,290 3. due to other customers 4. securities issued 5. subordinated liabilities c) guarantees and commitments 28,384 18,094 1. guarantees given 10,324 7,691 2,633 2. commitments 18,060 10,403 7,657 110 3.4 Equity investments (caption 70) a) Investments in banks 1. quoted 2. unquoted b) Investments in financial institutions 1. quoted 2. unquoted c) Other investments 1. quoted 2. unquoted Total 12.31.2003 12.31.2002 Changes 343,336 336,262 7,074 328,985 321,775 7,210 14,351 14,487 -136 65,901 62,946 2,955 - - - 65,901 62,946 2,955 66,653 36,532 30,121 - - - 66,653 36,532 30,121 475,890 435,740 40,150 3.5 Equity investments in Group companies (caption 80) 12.31.2003 a) Investments in banks 12.31.2002 Changes - - - 1. quoted - - - 2. unquoted - - - b) Investments in financial institutions 1. quoted 2. unquoted c) Other investments 1. quoted 2. unquoted Total 111 - - - - - - - - - 1,823 1,610 213 - - - 1,823 1,610 213 1,823 1,610 213 3.6 Changes during the year in equity investments 3.6.1 Equity investments in Group companies A. Opening balance B. Increases 1,610 213 B1.Purchases - B2.Writebacks - B3. Revaluations - B4. Other changes B5. Valuation as per article 19 Decree 87/92 C. Decreases 213 - C1. Sales - C2. Adjustments - C3. Other changes - D. Closing balance 1,823 E. Total revaluations - F. Total adjustments 413 3.6.2 Other equity investments A. Opening balance B. Increases 435,740 46,346 B1.Purchases 33,159 B2.Writebacks - B3. Revaluations - B.4 Other changes B5. Valuation as per article 19 Decree 87/92 C. Decreases 13,187 6,196 C1. Sales 2,417 C.2 Adjustments C.3 Other changes D. Closing balance 3,779 475,890 E. Total revaluations 15,664 F. Total adjustments 12,646 112 Changes in these investments are detailed below: B) Associated companies Opening B.1 B.2 B.3 B.4 balance Purchases Writebacks Revalua- Other tions changes Brescia On Line Srl (1) 958 CARALT SpA - - - C.2 C.3 Closing % Sales Adjustments C.1 Other balance owner- changes - ship - 958 - 20.00 1,562 - - 553 - - 487 1,628 32.50 Fiduciaria Banknord SpA (1) - - - - - - - - 40.00 Help Rental Service Srl - - - 173 - - - 173 29.00 275 - - 225 500 - - - 49.90 Itradeplace SpA Lombarda Vita SpA 8,502 22,455 - 4,310 - - 1,850 33,417 Pavia Sviluppo Imprese SpA 719 - - - - - 28 691 32.32 Prisma Srl 119 - - 10 - - - 129 20.00 Siderfactor SpA - - - 324 - - - 324 27.00 Tex Factor SpA - - - 367 - - - 367 20.00 12,135 22,455 - 5,962 500 - 3,323 36,729 - Total (B) C) Other equity investments Opening B.1 B.2 B.3 B.4 C.1 C.2 C.3 balance Purchases Writebacks Revalua- Other Sales Adjust- Other tions changes ments changes Agemont SpA ASM Brescia SpA - Closing % balance ownership 29 - - - - - - - 29 0.17 12,950 - - - - - - - 12,950 0.96 - 18 - - - - - - 18 0.06 459 - - - - - - - 459 10.00 Autostrade Lombarde SpA Autosystem Società di Servizi SpA AQM Srl EArchimede SpA Banca d'Italia 83 - - - - - - - 83 4.17 516 2,548 - - - - - - 3,064 1.40 1,824 - - - - - - - 1,824 0.25 321,775 - - - 7,210 - - - 328,985 2.34 Banca Popolare di Lodi Scrl 2,578 - - - - - - - 2,578 0.26 Banco Emiliano Romagnolo SpA 1,369 - - - - - - - 1,369 5.00 28 - - - 5 33 - - - - 450 - - - - - - - 450 1.68 Cedacri SpA 1,980 - - - - - - - 1,980 12.20 Centrale dei Bilanci Srl 1,404 - - - - - - - 1,404 1.67 Centro Factoring SpA 207 - - - - - - - 207 0.90 Centro Fiduciario SpA 5 - - - - - - - 5 2.00 0.49 Banca Intesa SpA Banca Lombarda Sicav CartaSi Spa Centro Leasing SpA 450 - - - - - - - 450 Cidneo Finance PLC 5,934 - - - - - - - 5,934 - Compagnie Monegasque de Banque 8,670 - - - - - - - 8,670 4.50 - - - - - - - - - 0.02 Deutsche Morgan Grenfell Capital Italy Scpa 1,341 Cooperativa Farmaceutica Srl (1) 31 - - - - - - 1,372 2.58 - - - - - - - - - 4.93 E-Mid SpA 221 - - - - - - - 221 3.68 EonTech Ventures SA & Alpha Sca 257 - - - - 64 - 13 180 4.48 - - - - - - - - - 6.25 267 1,206 - - - - - - 1,473 0.92 - - - - - - - - - 0.45 294 - - - - - - - 294 3.75 EC Bic Piemonte SpA in liquidation (1) Ente Turismo Alba Bra Langhe Roero Srl (1) Equinox Investment Company Scpa Eurocasse SIM SpA in liquidation (1) Eurofidi Consorzio Garanzia Fidi (2) (3) (following) 113 (straight) C) Other equity investments European Investment Fund Euros Spa Filse SpA Finlombarda SpA Finpiemonte GAL Vallecamonica GEC spa Help Rental Service Srl Hopa SpA Immobiliare Fiera di brescia SpA Informatica Servizi Organizzazione srl Innoinvest Piemonte (1) Interbrennero SpA Isfor 2000 SpA Latur SpA LigurCapital SpA Lineapiù SpA Lombarda Mortgage Finance 1 Srl Lombarda Lease Finance 1 Srl Lombarda Lease Finance 2 Srl Lombarda Lease Finance 3 Srl Mediocredito Friuli SpA Merc.Mob. Nord-est SpA in liquidation Multiutility SpA Parco Scientifico.Tecnologico e delle Telecomunicazioni in Valle Scrivia SpA Risparmio e Previdenza SpA S.W.I.F.T. Sc. Soc. Gestione per il Realizzo SpA SO.P.R.IN SpA Ass. in participation SSB SpA Tex Factor Unionfidi Liguria Srl Vemer Siber Group SpA Opening B.1 B.2 B.3 B.4 C.1 C.2 C.3 balance Purchases Writebacks Revalua- Other Sales Adjust- Other tions changes ments changes - 31 - - 198 2 - 1,000 133 283 514 612 27 98 48,529 1,696 26 43 372 200 163 1,463 1 1 1 1 46 619 0.25 1.43 1.66 4.68 1.82 11.11 7.20 2.00 7.38 10.00 11.34 0.42 9.82 10.00 2.86 2.31 10.00 10.00 10.00 10.00 0.09 9.87 34 200 - 46 33 619 1 - 813 1,883 24 72 1,446 65 243 26 - 4 6,550 - - 10 - 15 1,774 - 243 - 813 1,883 23 72 1,446 65 26 4,776 16.95 5.00 0.04 0.93 35.71 1.07 3.94 7.34 117 112 - - - - - - 229 - Total (C) 423,605 10,704 - - 7,225 1,917 - 456 439,161 - Total (B + C) 435,740 33,159 - - 13,187 2,417 - 3,779 475,890 - - - - - % - Other minor investments 1,000 133 249 514 612 27 98 198 48,529 1,696 26 43 372 163 1,463 1 1 1 Closing balance ownership (1) Equity investments not reaching the minimum amount for reporting purposes (thousand Euro). These were written down in previous years either because of the losses incurred or because they were placed in liquidation. (2) The increase reflects recognition of the own shares distributed by that bank on the allocation of net income for 2002. The ownership percentage is determined with reference to ordinary capital. (3) Equity investment represented by preference shares. 114 Section 4 - Tangible and intangible fixed assets (captions 120 and 110) 4.1 Changes during the year in tangible fixed assets (caption 120) Property Furniture and installations Total A. Opening balance 362,160 66,449 428,609 B. Increases 351,952 48,565 400,517 19,302 45,253 64,555 - - - 325,460 - 325,460 7,190 3,312 10,502 C. Decreases 40,339 62,147 102,486 C1. Sales 15,573 145 15,718 B1. Purchases B2. Writebacks B3. Revaluations (1) B4. Other changes C2. Adjustments a) depreciation b) permanent writedowns 24,764 21,315 46,079 24,764 21,315 46,079 - - - 2 40,687 40,689 D. Closing balance 673,773 52,867 726,640 E. Total revaluations 483,578 - 483,578 F. Total adjustments 195,742 188,121 383,863 195,742 188,121 383,863 - - - C3. Other changes a) depreciation b) permanent writedowns (1) Revaluation of properties (under Law 350/2003) as discussed in the accounting policies. 4.2 Changes during the year in intangible fixed assets (caption 110) Solidarity Fund (Ministerial Decree 158/2000) Software Leasehold improvements A. Opening balance 16,679 63,121 9,555 B. Increases 26,265 37,143 6,992 287 3,760 74,447 26,265 35,374 4,110 - 3,446 69,195 B2. Writebacks - - - - - - B3. Revaluations - - - - - - B1. Purchases B4. Other changes C. Decreases C1. Sales Goodwill Other Total 34,713 13,120 137,188 - 1,769 2,882 287 314 5,252 9,424 32,961 7,206 10,658 4,909 65,158 - - - - - - 9,424 32,610 5,460 10,658 4,175 62,327 9,424 32,610 5,460 10,658 4,175 62,327 - - - - - - C3. Other changes - 351 1,746 - 734 2,831 D. Closing balance 33,520 67,303 9,341 C2. Adjustments a) amortization b) permanent writedowns 24,342 11,971 146,477 E. Total revaluations - - - - F. Total adjustments 13,592 14,400 15,291 89,314 13,592 14,400 15,291 89,314 9,412 142,009 - - - - - - a) amortization b) permanent writedowns 115 - - 9,412 142,009 Section 5 - Other assets (captions 150 and 160) 5.1 Other assets (caption 150) 12.31.2003 12.31.2002 Changes Amounts due from tax authorities (1) 571,847 575,692 -3,845 Other items 161,534 165,904 -4,370 Items in transit 71,873 58,738 13,135 Amounts to be collected 92,653 94,469 -1,816 Value-date differences on exchange and dealing transactions 11,713 1,621 10,092 Third-party checks 70,819 65,787 5,032 - 756 -756 188,702 83,008 105,694 1,169,141 1,045,975 123,166 Amounts receivable in relation to securities transactions Items being processed Total (1) Including deferred tax assets as detailed in the related table in section 7 “Provisions”. The above assets have not been written down as they are fully collectible. 5.2 Accrued income and prepaid expenses (caption 160) 12.31.2003 12.31.2002 Changes 12,619 21,021 -8,402 Accrued income: - interest on securities - interest on bank deposits and loans 10,625 22,045 -11,420 - interest on loans to customers 31,624 34,413 -2,789 338,722 459,590 -120,868 15,129 29,454 -14,325 408,719 566,523 -157,804 1,242 1,010 232 57 165 -108 - differentials on derivative contracts - other Total accrued income Prepaid expenses: - insurance premiums - rentals and condominium expenses - specific tax to frank goodwill - bond issue discount - other Total prepaid expenses Total accrued income and prepaid expenses 116 4,352 9,288 -4,936 959 2,226 -1,267 65,335 51,864 13,471 71,945 64,553 7,392 480,664 631,076 -150,412 5.4 Distribution of subordinated assets 12.31.2003 a) due from banks b) loans to customers c) bonds and other debt securities of which: own securities Section 6 - Payables 12.31.2002 Changes - - - 16,182 6,416 9,766 168,946 157,347 11,599 - - - 12.31.2003 12.31.2002 Changes 427,912 374,579 53,333 - - - (captions 10, 20, 30 and 40) 6.1 Due to banks (caption 10) a) operazioni pronti contro termine b) prestito titoli Amounts due to banks are analyzed by technical form as follows: 12.31.2003 correspondent current accounts 12.31.2002 Changes 606,886 582,038 24,848 1,558,680 1,326,234 232,446 mortgage loans 196,959 186,844 10,115 repurchase agreements 427,912 374,579 53,333 39,150 57,815 -18,665 2,829,587 2,527,510 302,077 12.31.2003 12.31.2002 Changes 1,863,846 - 2,053,177 - -189,331 - deposits other technical forms Total due to banks 6.2 Due to customers (caption 20) a) repurchase agreements b) securities loaned Due to customers (caption 20) and securities issued (caption 30) are analyzed by technical form as follows: Due to customers (caption 20) current accounts deposit accounts repurchase agreements assignors in factoring other technical forms Total 117 12.31.2003 12.31.2002 Changes 10,641,414 1,566,680 1,863,846 608,650 377 9,809,231 1,692,671 2,053,177 605,378 501 832,183 -125,991 -189,331 3,272 -124 14,680,967 14,160,958 520,009 Securities issued (caption 30) Bonds 12.31.2003 12.31.2002 Changes 7,156,424 6,688,480 467,944 Certificates of deposit 372,216 443,110 -70,894 Bankers' drafts 112,638 110,153 2,485 47,201 28,651 18,550 - 2,602 -2,602 7,688,479 7,272,996 415,483 Total due to customers and securities issued 12.31.2003 12.31.2002 Changes Total 21,433,954 935,492 12.31.2003 12.31.2002 Changes 1,381 1,276 105 Commercial paper Other Total securities issued (caption 130) 22,369,446 6.3 Public funds administered (caption 40) Funds used to finance revolving agricultural loans Section 7 – Provisions (captions 70, 80 and 90) 7.3 Provisions for liabilities and charges: other (caption 80c) This caption, together with movements during the year, is analyzed as follows: 12.31.2002 Provision for guarantees given Increases Decreases Provision Other changes Provision Other changes 12.31.2003 7,247 88 - -899 - 6,436 Provision for legal disputes and other charges 21,368 9,129 - -9,830 -13 20,654 Provision for actions for revocation 16,027 4,086 - -4,529 - 15,584 Provision for charitable donations 4,451 3,500 400 -3,560 - 4,791 596 - - -596 - - Provision for charges (Ciampi Law) Provision for agents' indemnities 1,671 634 - - - 2,305 Other provisions 1,252 1,490 681 -379 -24 3,020 52,612 18,927 1,081 -19,793 -37 52,790 Total The Provision for guarantees given includes an estimate to cover doubtful guarantees. The provision for legal disputes and other charges includes estimated losses on lawsuits with customers and prudent provisions for disputes that may arise in relation to investment services. The decrease relates to overprovisions that were written back as extraordinary income. 118 In particular, the provision of 5.2 million Euro recorded previously by a Group company in relation to a dispute with the Ministry for the Economy has been eliminated following the first-level sentence in favor of the Bank handed down in January 2003. The Supreme Court filed opposition to the first-level sentence in February 2004. Nevertheless, the group company has maintained its position on the matter since, in the opinion of its legal advisors, the appeal by the Supreme Court is unfounded and inadmissible and, consequently, the risk of an adverse judgement is remote. The increase in the Provision for actions for revocation relates to new actions, for which prudent provisions have been made. Decreases mainly relate to the elimination of provisions, since the reasons for these ceased to apply; the utilization of this provision has been credited to extraordinary income. Provision for termination indemnities (caption 70) Balance as of 12.31.2002 Use Provision for the year Balance as of 12.31.2003 179,411 -17,647 17,714 179,478 Staff pension funds (caption 80 a) The pension fund represents the commitment of “BRE Banca” to retired personnel and to those still working. The amount is determined using an actuarial valuation of the pensions payable to those so entitled. The amount of 26,051 thousand Euro comprises: - 10,041 thousand Euro for the fund of the former Banca del Monte di Lombardia (B.R.E. Banca); - 16,010 thousand Euro for the fund of the former Cassa di Risparmio di Cuneo (B.R.E. Banca). Provisions for taxation (caption 80 b) Provision for taxation Balance as of 12.31.2002 - Payments made during the year: direct taxes indirect taxes + Provisions for : indirect taxes (included in caption 80 b of the statement of income) direct taxes (included in caption 240 of the statement of income): + specific tax on monetary revaluation 345,257 -172,813 -171,277 -1,536 165,630 794 164,836 71,611 Balance as of 12.31.2003 409,685 119 “Deferred tax assets” arise from provisions for liabilities and charges and from expenses which are not tax deductible in the year in which they are recorded for accounting purposes. They are reclassified in asset caption 130. “Deferred tax liabilities” relate to gains arising on the disposal of equity investments and buildings. They are classified as part of the provision for taxation. The above taxes have been determined using the future rates applying to the consolidated companies. 7.4 Deferred tax assets (1) Opening balance (2) Increases 52,302 35,793 2.1 Deferred tax assets arising in the year 2.2 Other increases (3) Decreases 29,429 6,364 29,822 3.1 Deferred tax assets reversing in the year 3.2 Other decreases (4) Closing balance 18,039 11,783 58,273 7.5 Deferred tax liabilities (1) Opening balance (2) Increases 21,531 43,784 2.1 Deferred tax liabilities arising during the year 2.2 Other increases (3) Decreases 43,412 372 4,778 3.1 Deferred tax liabilities reversing during the year 2,476 3.2 Other decreases 2,302 (4) Closing balance 60,537 The above balances are retained in the financial statements since the related events are likely to crystallize in the future. 120 Section 8 – Capital stock, additional paid-in capital, equity reserves, reserve for general banking risks, goodwill and negative goodwill arising on consolidation, subordinated liabilities and minority interests (liability captions 100, 110, 120, 130, 140, 150, 160, 170, 180 and 200 and asset captions 90 and 100) 12.31.2003 12.31.2002 Changes Reserve for general banking risks (caption 100) 64,222 Capital stock (caption 150) 316,644 Additional paid-in capital (caption 160) 624,034 Reserves (caption 170) 591,431 A) Legal reserve 132,641 B) Other reserves: 458,790 - Extraordinary reserve 240,013 - Other reserves 218,777 Revaluation reserves (caption 180): 266,122 Negative goodwill arising on consolidation (caption 120) 25,622 Negative goodwill arising on application of the equity method (caption 130) 21 Retained earnings (Accumulated losses) (caption 190) Net income for the year (caption 200) 112,059 Total stockholders' equity 2,000,155 62,750 315,729 621,704 568,107 132,641 435,466 216,716 218,750 24,404 1,472 915 2,330 23,324 23,324 23,297 27 241,718 25,622 - 21 130,078 1,748,415 -18,019 251,740 Subordinated liabilities (caption 110) Minority interests (caption 140) 1,347,138 467,483 -41,317 -7,957 1,305,821 459,526 These captions are analyzed below: Reserve for general banking risks: (caption 100) - The change relates to the change in the interests in Cassa di risparmio di Tortona and in CB factor and to the provision made by a Group company. Capital stock: (caption 150) This comprises 316,643,537 ordinary shares, par value Euro 1 each, issued by the Parent Bank (*) Additional paid-in capital (caption 160) This pertains to the Parent Bank (*). Legal reserve (caption 170 a) This pertains to the Parent Bank (*). Other reserves (caption 170 b): Details of changes are shown in the attachments. Revaluation reserves (caption 180) – The increase is due to the revaluation allowed by law recorded by five Group banks. (*) Details and movements in these captions are shown in the Explanatory notes of the Parent Bank (section 8). 121 Subordinated liabilities Subordinated liabilities are analyzed in the following table: Name Interest rate Book value as of 12.31.2003 Fixed rate swapped 155,000 PREFERENCE SHARES (TIER I): 1 Banca Lombarda Preferred Capital Company LLC 2000/2010 with 6-month Euribor +2.42% HYBRID CAPITALIZATION INSTRUMENTS (UPPER TIER II): 2 Banca Lombarda bond loan 1999-2009 3-mths euribor +1.05% 99,840 3 Banca Lombarda bond loan 2000-2010 6-mths euribor +1.065% 348,642 SUBORDINATE LOANS THAT CAN BE INCLUDED IN CAPITAL FOR SUPERVISORY PURPOSES (LOWER TIER II): 4 Former Cab 1997-2004 bond loan 3-mths Ribor + 0.25% 5 Former Banca San Paolo di Brescia 1998-2006 bond loan 6 Banca Lombarda bond loan 1999-2009 10,329 92,962 3-mths euribor +0.45% 3-mths Euribor +0.65% 174,755 for the first five years, +1.25% thereafter (1) 7 Banca Lombarda e Piemontese 2001-2011 bond loan 8 Banca Lombarda e Piemontese 2012-2012 bond loan 3-mths euribor +0.80% 149,636 3-mths Euribor +1% 249,657 for the first five years, +1.60% thereafter (1) 9 Banco di Brescia 2002-2009 bond loan 3-mths Euribor +0.40% 25,000 for the first five years, +0.50% thereafter (1) Total 1,305,821 (1) Except for exercise of the call option, which allows early repayment. These loans comply with Bank of Italy requirements for inclusion in the calculation of capital for supervisory purposes, namely: - advance repayment clause, with authorization from the supervisory authority; - subordination clause which comes into play if the issuing bank is put into liquidation. The subordinated loans included in the “Upper Tier II” category are subject to additional more restrictive clauses linked to any losses, suspension of interest payments and repayment only after all other creditors not similarly subordinated have been paid. 122 Negative goodwill arising on consolidation (caption 120) This relates to: 12.31.2003 Banco di San Giorgio SpA CBI Factor SpA SBS Leasing Spa Banca di Valle Camonica SpA Capitalgest SpA Solofid (formerly Sifru Fiduciaria SpA) Lombarda Sistemi e Servizi 12.31.2002 Changes 226 226 - 1,646 1,646 - 10 10 - 22,546 22,546 - 1,884 1,884 - 15 15 - 7 7 - Offset against positive goodwill: - Sifru SIM SpA - SBIM SpA (former Magazzini Gen.Borghetto SpA) Total -11 -11 - -701 -701 - 25,622 25,622 - Negative goodwill arising on application of the equity method (caption 130) This relates to: 12.31.2003 12.31.2002 Changes Prisma Srl 8 8 - Andros Srl 115 115 - - BRE -102 -102 - Total 21 21 - 12.31.2003 12.31.2002 Changes 11,423 12,891 63 403,477 15,530 1,832 626 1,073 16 1,426 7,405 39 3,725 27,047 13,798 61 391,737 14,653 8,111 1,009 994 6,157 39 3,877 -15,624 -907 2 11,740 877 -6,279 626 64 16 432 1,248 -152 459,526 467,483 -7,957 Offset against positive goodwill: Minority interests (caption 140) This relate to: Banca Cassa Risparmio Tortona SpA Banco di San Giorgio SpA Banca Lombarda International S.A. Banca Regionale Europea SpA Banca di Valle Camonica SpA CBI Factor SpA Electrolux financiera Grifogest Spa Lombarda advisory SBS Leasing Spa SILF Solimm SpA Veneta Factoring Total 123 Assets Goodwill arising on consolidation (caption 90) This relates to: 12.31.2002 Increases Banco di San Giorgio SpA Banca Cassa di Risparmio di Tortona SpA Banca di Valle Camonica SpA Banca Regionale Europea SpA Capitalgest SpA (and former Unigest SpA) CBI Factor SpA Grifogest Spa Solofid SpA (formerly Sifru Fiduciaria SpA) Mercati Finanziari Sim SpA Banca Lombarda Private Investment Electrolux Financiera Total Decreases 12.31.2003 554 85,624 787 631,524 601 4,447 1,961 41 170 - 685 27,145 446 759 9,364 291 -206 -7,048 -112 -37,175 -100 -832 -218 -41 -21 -936 -29 1,033 105,721 675 594,795 501 4,374 1,743 149 8,428 262 725,709 38,690 -46,718 717,681 Goodwill arising on the application of the equity method (caption 100) This relates to: 12.31.2002 Increases Decreases 12.31.2003 Brescia On Line 934 - -934 - Total 934 - -934 - CAPITAL ADEQUACY REQUIREMENTS AT DECEMBER 31, 2003 Categories Amount A. CONSOLIDATED CAPITAL FOR SUPERVISORY PURPOSES A.1 Tier 1 capital A.2 Tier 2 capital A.3 Items to be deducted A.4 Capital for supervisory purposes B. CAPITAL ADEQUACY REQUIREMENTS B.1 Lending risks B.2 Market risks of which: - dealing portfolio risks - exchange risks B.2.1 Tier 3 subordinated loans B.3 Other requirements B.4 Total requirements C. RISK-WEIGHTED ASSETS AND CAPITAL ADEQUACY RATIOS (*) C.1 Risk-weighted assets C.2 Tier 1 capital / Risk-weighted assets C.3 Capital for supervisory purposes / Risk-weighted assets 1,366,129 1,366,129 -152,826 2,579,432 1,922,746 47,610 46,793 817 55,204 2,025,560 25,319,501 5.40% 10.19% (*) Total prudent requirements multiplied by the reciprocal of the minimum compulsory coefficient for lending risks (as per Bank of Italy notice dated November 4, 1999). Capital adequacy ratio for lending risks 124 10.73% Section 9 – Other liabilities (caption 50 and 60) 9.1 Other liabilities (caption 50) 12.31.2003 12.31.2002 Changes 20,653 25,552 -4,899 Withholding taxes payable Advances from customers for purchase of securities - 417 -417 62,370 61,203 1,167 1,808 7,904 -6,096 37 - 37 320,392 261,835 58,557 Amounts awaiting customer instructions 190,621 186,226 4,395 Balances to be allocated 129,205 68,461 60,744 Miscellaneous payables 620,233 457,543 162,690 Due to suppliers 154,786 226,481 -71,695 Due to employees Value-date differences on exchange transactions Down-payments on property sales Securities - short-selling (1) Value-date differences on dealing transactions 1,127 24,962 -23,835 Items in transit with branches 24,061 13,126 10,935 Other transactions 35,128 23,823 11,305 Consolidation adjustments 31,805 46,331 -14,526 1,592,226 1,403,864 188,362 Total (1) This involves short-selling of securities as part of normal operations by the Finance Area. They are valued using the same accounting principles as for dealing securities. The effects of the valuation have been recorded in statement of income caption 60 “profits/losses from financial transactions”. 9.2 Accrued expenses and deferred income (caption 60) 12.31.2003 12.31.2002 Changes - interest on securities issued 113,275 137,778 -24,503 - interest on derivative contracts Accrued expenses: 101,138 298,229 -197,091 - interest on repurchase agreements with customers 5,276 10,310 -5,034 - interest on repurchase agreements with banks 5,240 9,187 -3,947 - interest on amounts due to banks 9,620 480 9,140 - interest on amounts due to customers 6,965 1,330 5,635 - other 6,943 7,215 -272 248,457 464,529 -216,072 - interest on discounted notes and loans 7,838 9,493 -1,655 - foreign currency forward transactions 1,818 - 1,818 Total accrued expenses Deferred income: - other Total deferred income Total accrued expenses and deferred income 125 14,814 15,765 -951 24,470 25,258 -788 272,927 489,787 -216,860 Section 10 – Guarantees and commitments (captions 10 and 20) 10.1 Guarantees given (caption 10) 12.31.2003 12.31.2002 Changes - commercial guarantees 904,451 882,690 21,761 - financial guarantees 569,445 454,771 114,674 4,914 - 4,914 1,478,810 1,337,461 141,349 12.31.2003 12.31.2002 Changes - assets lodged in guarantee Total 10.2 Commitments (caption 20) - commitments to grant finance (certain to be called on) - commitments to grant finance (not certain to be called on) (1) Total 689,524 484,978 204,546 3,423,692 2,894,456 529,236 4,113,216 3,379,434 733,782 (1) Represents put options for the sale of their residual equity interests granted to sellers on the acquisition of controlling interests in Group companies for 1,042 million Euro. 10.3 Assets lodged to guarantee the Group’s liabilities 12.31.2003 12.31.2002 Changes - 123,862 -123,862 a) Nominal value of Group's securities lodged to guarantee - other advances - the issue of bankers' drafts - repurchase agreements 28,223 29,395 -1,172 252,194 883,787 -631,593 194,510 182,743 11,767 474,927 1,219,787 -744,860 12.31.2003 12.31.2002 Changes 92,431 89,834 2,597 - - - b) Amounts due from customers assigned with recourse to guarantee loans received from Mediocredito Centrale (using EIB funds) Total 10.4 Margins available on lines of credit a) central banks b) other banks Represents the unrestricted portion of obligatory deposits placed with the Bank of Italy. 126 10.5 Forward transactions Type of transaction 1. Purchase/sale 1.1 Securities - purchases - sales 1.2 Currency - currency against currency Hedging Dealing Other transactions 1,849,575 335,923 - - 335,923 - - 166,969 - - 168,954 - 1,849,575 - - 24,853 - - - purchases against euro 889,451 - - - sales against euro 935,271 - - 27,712 - 88,150 2. Deposits and loans - to be made - - 35,678 27,712 - 52,472 15,929,700 16,796,429 1,715,265 - 981,074 1,425,403 - 26,110 1,425,403 - purchases - 10,115 1,303,885 - sales - 15,995 121,518 b) currency - - - - - - - to be received 3. Derivative contracts 3.1 With exchange of capital a) securities - currency against currency - purchases against euro - - - - sales against euro - - - c) other instruments - 954,964 - - purchases - 477,482 - - sales - 477,482 - 15,929,700 15,815,355 289,862 92,825 - - 3.2 Without exchange of capital a) currency - currency against currency - purchases against euro - sales against euro b) other instruments - - - 51,866 - - 40,959 - - 15,836,875 15,815,355 289,862 - purchases 9,614,993 7,667,319 - - sales 6,221,882 8,148,036 289,862 17,806,987 17,132,352 1,803,415 Total 127 Details of the principal derivative contracts contained in the previous table are as follows: Hedging 3.1 With exchange of capital Dealing Other transactions - 25,588 1,425,403 - 25,588 1,425,403 - purchases - 9,593 1,303,885 . options - 9,593 1,303,885 . futures - - - - 15,995 121,518 a) securities - sales . options - 9,507 121,518 . futures - 6,488 - - - - - - - c) other instruments - purchases for futures - - - 3.2 Without exchange of capital - sales for futures 15,836,875 15,815,355 289,862 b) other instruments 15,836,875 15,815,355 289,862 - purchases 9,614,993 7,667,319 - . assets - basis swaps 5,293,760 200,000 - . interest rate swaps 3,794,349 3,142,462 - . options on indices 286,636 - - . other instruments on interest rates - sales . assets - basis swaps 240,248 4,324,857 - 6,221,882 8,148,036 289,862 - 5,293,760 200,000 . interest rate swaps 657,727 3,077,657 - . options on indices - - 286,636 270,395 4,870,379 3,226 . other instruments on interest rates Forward transactions include both assets to be received, already accounted for in “commitments”, as well as all other off-balance sheet transactions traded on own account, which have been recorded as follows: a) purchases/sales of securities and currency as well as derivative contracts that entail or may entail an exchange of capital: at the settlement price; b) deposits and loans: at the amount to be received or paid; c) derivative contracts without exchange of capital: at the reference nominal value. Hedging transactions not involving an exchange of capital principally relate to interest rate swaps that hedge against interest rate fluctuations. These offbalance sheet transactions are valued at year-end prices, using the same principles adopted for stating the assets being hedged. This valuation has produced an unrealized net loss of 6,540 thousand Euro, which has not been recorded in the statement of income in accordance with current regulations. This unrecognized loss is correlated with the gains shown on unquoted investment and dealing securities, as discussed in sections 2.1 and 2.3. All these transactions have been arranged with leading international banks and financial institutions. 128 Section 11 – Concentration and distribution of assets and liabilities 11.1 Significant exposures 12.31.2003 12.31.2002 a) amount 290,872 696,979 b) number 1 3 As required by Bank of Italy regulations, the weighted positions (from cash lending, guarantees and commitments) in relation to clients or groups of “related” customers, are reported under this heading. 11.2 Distribution of loans to customers by category of borrower 12.31.2003 12.31.2002 Changes 58,003 74,615 -16,612 a) governments b) other public entities 1,126,447 1,055,457 70,990 c) non-financial entities 13,533,449 12,794,379 739,070 d) financial institutions 2,501,794 2,101,135 400,659 e) family businesses 1,105,152 1,784,604 -679,452 f) other operators 5,259,234 3,897,149 1,362,085 23,584,079 21,707,339 1,876,740 Total 11.3 Distribution of loans to resident non-financial and family businesses 12.31.2003 12.31.2002 Changes b) other services for sale 3,210,936 2,809,530 401,406 a) commerce, salvage and repairs 2,652,087 2,412,015 240,072 c) construction and public works 1,432,215 1,238,581 193,634 989,963 992,224 -2,261 - 801,437 - d) metal products other than machines and means of transport e) other industrial products (*) - ferrous & non ferrous minerals and metals (*) f) other sectors Total 616,010 - - 5,567,790 6,148,591 -580,801 14,469,001 14,402,378 66,623 (*) Changes are not indicated because the description of the various sectors has changed between one year and the next. 129 11.4 Distribution of guarantees given by principal category of borrower 12.31.2003 a) governments 312.31.2002 Changes 797 648 149 b) other public entities 13,426 13,242 184 c) banks 24,036 4,376 19,660 1,162,324 1,004,758 157,566 72,062 89,184 -17,122 d) non-financial entities e) financial institutions f) family businesses g) other operators Total 39,683 44,119 -4,43 166,482 181,134 -14,652 1,478,810 1,337,461 141,349 11.5 Geographical distribution of assets and liabilities as of 12.31.03 1 Assets 1.1 Due from banks 1.2 Loans to customers Italy Other EU countries Other countries Total 26,068,669 1,391,840 169,900 27,630,409 1,860,513 504,089 18,692 2,383,294 22,996,300 521,477 66,302 23,584,079 1,211,856 366,274 84,906 1,663,036 24,740,187 1,200,899 565,149 26,506,235 1,919,978 639,088 270,521 2,829,587 2.2 Due to customers 13,989,273 555,806 135,888 14,680,967 2.3 Securities issued 7,678,763 5,976 3,740 7,688,479 2.4 Other 1,152,173 29 155,000 1,307,202 5,454,208 123,811 14,007 5,592,062 1.3 Securities 2. Liabilities 2.1 Due to banks 3. Guarantees and commitments 130 11.6 Distribution of assets and liabilities by maturity as of 12.31.03 Repayable Caption/Residual duration on demand 1. Assets 7,591,459 Up to 3 months Between 3 and 12 months 12,401,120 11,044,087 Fixed duration Beyond 1 year Fixed Floating rate rate Beyond 5 years Fixed Floating rate rate 11,365,471 6,768,717 2,513,502 4,163,828 1,019 70,612 84,964 3,015 Unspecified maturity TOTAL 1,360,909 57,209,093 1.1 Securities eligible for refinancing by the Treasury 1.2 Due from banks 1.3 Loans to customers 2,059 16,051 51,429 189,799 418,948 235,687 1,855,848 194,911 - 590 - 406 95,852 2,383,294 7,113,276 3,886,206 2,118,156 1,032,923 4,037,745 457,572 3,900,365 1,037,836 23,584,079 871 37,627 285,325 245,436 225,642 37,222 180,858 37,422 1,050,403 239,566 6,605,388 8,394,266 10,086,093 2,434,128 1,933,744 79,184 - 29,772,369 13,185,174 10,728,124 9,145,343 5,121,904 4,230,789 883,369 1.4 Bonds and other debt securities 1.5 Off-balance sheet transactions 2. Liabilities 12,478,613 2.1 Due to banks 2.2 Due to customers 2.3 Securities issued - bonds - certificates of deposit - other securities 2.4 Subordinated liabilities 2.5 Off-balance sheet transactions 503,907 56,277,223 839,020 1,780,951 24,280 1,221 126,966 3,748 50,948 2,453 2,829,587 11,427,519 2,662,310 182,677 - 430 - - 408,031 14,680,967 161,426 420,021 1,699,612 2,797,906 2,335,196 248,818 25,500 - 7,688,479 - 205,597 1,557,645 2,786,997 2,331,867 248,818 25,500 - 7,156,424 13,387 202,624 141,967 10,909 3,329 - - - 372,216 148,039 11,800 - - - - - - 159,839 - - 10,329 - 20,000 503,642 678,888 92,962 1,305,821 50,648 8,321,892 8,811,226 6,346,216 2,639,312 3,474,581 128,033 461 29,772,369 Off-balance sheet transactions include options totaling 328,098 thousand Euro regarding the transformation of fixed rates into floating rates or vice versa. 11.7 Assets and liabilities in foreign currencies a) Assets 12.31.2003 12.31.2002 Changes 778,040 971,465 -193,425 1. due from banks 325,999 435,984 -109,985 2. loans to customers 346,370 429,836 -83,466 3. securities 100,374 101,348 -974 4. equity investments 5. other b) Liabilities - - - 5,297 4,297 1,000 737,331 907,622 -170,291 1. due to banks 349,641 497,161 -147,520 2. due to customers 369,810 409,090 -39,280 3. securities issued 17,880 387 17,493 - 984 -984 4. other 131 11.8 Securitization transactions SBS Leasing carried out another securitization deal in 2003, as follows: LOMBARDA LEASE FINANCE 3 Securitization: Originator: Issuer: Servicer: Risk Protection Provider: Representative of the Noteholders: Paying Agent: Rating Agencies: Corporate Servicer: The structure of the operation: Legal nature of the transfer: Nature of the portfolio transferred: Amount of loans transferred: Closing date: Securities issued: Arranger and Lead Manager: SBS LEASING S.p.A. Lombarda Lease Finance 3 S.r.l. SBS LEASING S.p.A. European Investment Fund The Bank of New York, London Branch BNP Paribas securities Services, Milan Branch Moody’s and Fitch KPMG Fides In accordance with Law 130/99 without recourse Loans deriving from lease contracts Operating (27%) Property (54%) Vehicles (19%) Euro 650,529,119 06/30/2003 Class A1 (AAA/Aaa) Euro 200,000,000 Class A2 (AAA/Aaa) Guaranteed E.i.f. Euro 350,000,000 = Class A3 (AAA/Aaa) Guaranteed E.i.f. Euro 65,000,000 = Class B (A/Aa3) Guaranteed E.i.f. Euro 21,000,000 = Class C (BBB/Baa2) Guaranteed E.i.f. Euro 14,000,000 = Credit Suisse First Boston Securities in portfolio (from securitization transactions) Investment securities - Senior - Mezzanine - Junior (1) Dealing securities - Senior - Mezzanine (2) - Junior (2) Total - Senior - Mezzanine - Junior Book value Market value 43,390 43,390 6,862 6,175 687 43,390 43,390 6,862 6,175 687 50,252 50,252 6,175 44,077 6,175 44,077 (1) Securities from securitization deals: - 8,350 Lombarda Mortgage Finance 1 Srl - Banco di Brescia 2001. - 11,890 Lombarda Lease Finance 1 Srl - SBS Leasing 2001. - 10,600 Lombarda Lease Finance 2 Srl - SBS Leasing 2002. - 12,550 Lombarda Lease Finance 3 Srl - SBS Leasing 2003. (2) Securities from Cidneo Finance Plc - Banca Lombarda 2001 securitization deal. 132 Breakdown of securitized securities by quality of underlying assets Securities in portfolio - Book value Mortgage loans to retail customers Senior Mezzanine Junior Total - - 8,350 8,350 Loans deriving from lease contracts - - 35,040 35,040 Securities - 6,175 687 6,862 Total - 6,175 44,077 50,252 Breakdown of securitized securities by quality of underlying assets Securities in portfolio - Book value a) Own underlying assets Senior Mezzanine Junior Total - 6,175 44,077 50,252 Non-performing loans - - 3 3 Problem loans - - - - Other assets - 6,175 44,074 50,249 - - - - Non-performing loans - - - - Problem loans - - - - Other assets - - - - - 6,175 44,077 50,252 a) Third-party underlying assets Total Securitized assets underlying junior securities - Non-performing loans - Problem loans - Other assets (of which 27,641 relating to the "Cidneo" transaction) Total 4,233 16,717 1,606,805 1,627,755 Writedowns of securities in portfolio (from securitization transactions) - Senior - - Mezzanine - - Junior (1) 19 Total 19 (1) Adjustments for Cidneo Finance Plc 2001 securitization deal. 133 Writebacks to securities in portfolio (from securitization transactions) - Senior - - Mezzanine (1) 75 - Junior - Totale 75 (1) Writebacks relate to securities linked to the Cidneo Finance Plc 2001 securitization deal. Servicer and Arranger activities Vehicle company Securitized assets Loans collected Adjustments (principal) Residual assets Lombarda Mortgage Finance 1 Srl 499,895 122,477 - 377,418 Lombarda Lease Finance 1 Srl 495,401 286,639 1,318 207,444 Lombarda Lease Finance 2 Srl 610,008 167,890 931 441,187 Lombarda Lease Finance 3 Srl 650,529 76,370 94 574,065 2,255,833 653,376 2,343 1,600,114 Section 12 – Administration and dealing on behalf of third parties 12.1 Dealing in securities 12.31.2003 12.31.2002 Changes 8,927,851 6,041,702 2,886,149 a) purchases 1. settled 2. not settled 36,943 25,128 11,815 8,964,794 6,066,830 2,897,964 5,776,877 3,669,476 2,107,401 23,567 21,082 2,485 Total 5,800,444 3,690,558 2,109,886 Total 14,765,238 9,757,388 5,007,850 12.31.2003 12.31.2002 Changes 9,408,863 8,713,443 695,420 Total b) sales 1. settled 2. not settled 12.2 Portfolio management Assets under management The amounts are stated net of current account balances under management. 134 12.3 Custody and administration of securities 12.31.2003 12.31.2002 Changes A) Third-party securities on deposit (excluding those in portfolio management) 35,196,080 32,078,788 3,117,292 B) Third-party securities deposited with third parties 30,250,013 28,648,244 1,601,769 1,475,694 2,075,420 -599,726 C) Own securities deposited with third parties 12.4 Collection of receivables on behalf of third parties: debit and credit adjustments a) Debit adjustments 12.31.2003 12.31.2002 Changes 4,975,718 5,078,200 -102,482 1. current accounts 37,769 38,935 -1,166 2. central portfolio 4,909,932 5,006,449 -96,517 - - - 3. cash 4. other b) Credit adjustments 1. current accounts 2. presenters of notes and documents 3. other 135 28,017 32,816 -4,799 5,206,986 5,232,983 -25,997 28,017 32,966 -4,949 5,141,200 5,161,081 -19,881 37,769 38,936 -1,167 Section 1 – Interest (captions 10 and 20) PART C INFORMATION ON THE CONSOLIDATED STATEMENT OF INCOME 1.1 Interest income and similar revenues (caption 10) a) On amounts due from banks 12.31.2003 12.31.2002 Changes 72,453 119,811 -47,358 5,402 10,231 -4,829 1,063,380 1,123,927 -60,547 - - - 130,300 105,016 25,284 5,388 5,446 -58 63,568 45,943 17,625 1,335,089 1,400,143 -65,054 of which: deposits with central banks b) On loans to customers of which: on loans using public funds c) On debt securities d) Other interest income e) Positive differentials on hedging transactions Total 1.2 Interest expense and similar charges (caption 20) a) On amounts due to banks 12.31.2003 12.31.2002 Changes 61,096 143,004 -81,908 b) On amounts due to customers 141,684 188,832 -47,148 c) On securities issued 255,993 282,074 -26,081 7,721 12,782 -5,061 - - - e) On subordinated liabilities 81,090 62,819 18,271 f) Negative differentials on hedging transactions 49,577 5,931 43,646 589,440 682,660 -93,220 of which: on certificates of deposit d) On public funds administered Total 1.3 Interest income and similar revenues (caption 10) a) on foreign currency assets 12.31.2003 12.31.2002 Changes 76,095 27,673 48,422 1.4 Interest expense and similar charges (caption 20) a) on foreign currency assets 136 12.31.2003 12.31.2002 Changes 17,472 10,778 6,694 Section 2 – Commission (captions 40 and 50) 2.1 Commission income (caption 40) 12.31.2003 12.31.2002 Changes a) Guarantees given b) Derivatives on loans c) Management, dealing and consultancy services: 1. dealing in securities 2. dealing in currency 3. portfolio management 3.1 individual 3.2 collective 4. custody and administration of securities 5. custodian bank 6. placement of securities 7. acceptance of instructions 8. consultancy 9. distribution of third-party services: 9.1 portfolio management: a) individual b) collective 9.2 insurance products 9.3 other products d) Collection and payment services e) Servicing for securitization operations f) Tax collection services g) Other services (*) 10,032 98 277,632 11,477 5,823 144,272 36,559 107,713 6,318 12,019 15,684 11,510 70,529 1,073 1,073 51,749 17,707 59,673 1,876 120,135 9,490 284,937 11,410 6,220 162,630 46,158 116,472 7,240 12,710 14,911 12,127 57,689 41,532 16,157 55,304 887 107,187 542 98 -7,305 67 -397 -18,358 -9,599 -8,759 -922 -691 773 -617 12,840 1,073 1,073 10,217 1,550 4,369 989 12,948 Total 469,446 457,805 11,641 (*) This caption includes transaction commissions on active current accounts with customers. 2.2 Detail of caption 40 - Commission income: Distribution channels of products and services a) at own branches: 12.31.2003 12.31.2002 Changes 215,360 232,962 -17,602 1. portfolio management 144,148 162,361 -18,213 2. placement of securities 11,256 13,485 -2,229 3. third-party services and products 59,956 57,116 2,840 15,125 2,268 12,857 124 269 -145 b) door-to-door: 1. portfolio management 2. placement of securities 3. third-party services and products 137 4,428 1,426 3,002 10,573 573 10,000 230,485 235,230 -4,745 2.3 Commission expense (caption 50) 12.31.2003 12.31.2002 Changes a) Guarantees received 300 384 -84 b) Derivatives on loans - - - 37,893 28,904 8,989 1. dealing in securities 2,970 4,250 -1,280 2. dealing in currency - - - 187 1,643 -1,456 0 16 -16 c) Management and dealing services: 3. portfolio management: 3.1 own portfolio 3.2 third-party portfolio 4. custody and administration of securities 5. placement of securities 187 1,627 -1,440 2,786 1,267 1,519 730 637 93 10,113 6. door-to-door distribution of securities, products and services 31,220 21,107 d) Collection and payment services 22,364 18,210 4,154 e) Other services 35,916 23,401 12,515 Total 96,473 70,899 25,574 Section 3 – Profits (losses) on financial transactions (caption 60) 3.1 Profit (losses) on financial transactions (caption 60) A.1 Revaluations Security transactions Currency transactions Other transactions Total 14,819 - 7,898 22,717 A.2 Writedowns -3,685 - -8,373 -12,058 B. Other gains/losses 11,782 6,483 16,961 35,226 22,916 6,483 16,486 45,885 Total 1. Government securities 4,453 2. Other debt securities 4,519 3. Equities 18,897 4. Security derivatives -4,953 Total 22,916 138 Section 4 – Administrative costs (caption 80) 4.1 Average number of employees by category 12.31.2003 12.31.2002 Changes a) managers b) 3rd and 4th grade middle managers c) other employees 183 1,030 6,259 170 1,027 6,236 13 3 23 Total 7,472 7,433 39 12.31.2003 12.31.2002 Changes 296,878 87,004 34,583 11,313 289,009 82,708 36,068 12,114 7,869 4,296 -1,485 -801 429,778 419,899 9,879 12.31.2002 Changes Payroll is analyzed as follows: wages and salaries social security charges termination indemnities and pensions other charges Total Other administrative costs Other administrative costs are analyzed as follows: 12.31.2003 Telephone, postage, data transmission and alarms Repair and maintenance of premises Rental of machines and software Rental of premises Security services Transport Professional and consultancy fees Office supplies Power, heat and water Advertising Legal fees for debt collection External data processing Insurance premiums Credit information Directors' and Statutory Auditors' fees Membership fees Expenses for treasury contracts with public entities Other charges Total administrative costs Indirect taxes and duties: - VAT (1) Stamp duty, substitute and other taxes 34,098 34,816 13,359 24,227 8,893 8,940 13,904 4,637 8,919 17,086 6,232 24,098 9,944 4,794 9,385 2,390 9,024 10,236 244,982 33,319 34,917 9,479 20,646 9,930 9,080 11,883 7,120 8,162 14,315 6,568 24,159 8,884 5,991 9,795 2,217 9,291 8,655 234,411 779 -101 3,880 3,581 -1,037 -140 2,021 -2,483 757 2,771 -336 -61 1,060 -1,197 -410 173 -267 1,581 10,571 605 49,787 11,127 50,049 -10,522 -262 Total other administrative costs 295,374 295,587 -213 (1) As mentioned in “Part A - Accounting policies”, Lombarda Sistemi e Servizi changed the way it accounts for VAT during 2003. By way of information, the VAT on costs in 2002 amounted to 3,784 thousand Euro, while that regarding fixed assets totaled 6,898 thousand Euro. 139 Section 5 – Adjustments, writebacks and provisions (captions 90, 100, 120, 130, 140 and 150) Adjustments to intangible and tangible fixed assets (caption 90) 12.31.2003 - 12.31.2002 Changes 9,424 46,079 52,903 46,718 934 4,170 37,416 47,324 43,924 117 5,254 8,663 5,579 2,794 817 156,058 132,951 23,107 Solidarity Fund (Ministerial Decree 158/2000) depreciation of tangible fixed assets amortization of intangible fixed assets goodwill arising on consolidation goodwill arising on application of the equity method Total Provisions for liabilities and charges (caption 100) This caption includes provisions of 18,852 thousand Euro credited to liability caption 80c “Provisions for liabilities and charges”, as mentioned in the earlier note on provisions. 5.1 Adjustments to loans and provisions for guarantees and commitments (caption 120) 12.31.2003 12.31.2002 Changes a) adjustments to loans of which: - general adjustments for country risks - other general adjustments b) provision for guarantees and commitments of which: - general adjustments for country risks - other general adjustments 172,969 145,954 27,015 8,826 88 51 3,239 2,429 -51 5,587 -2,341 50 2,279 -2,229 Total 173,057 148,383 24,674 Writebacks of loans and provisions for guarantees and commitments (caption 130) Writebacks comprise: Recovery of loans written off in prior years Writebacks of writedowns recorded in prior years Other writebacks Writebacks on guarantees and commitments Total 140 12.31.2003 12.31.2002 Changes 20,118 20,518 2,698 465 23,566 19,994 2,629 4 -3,448 524 69 461 43,799 46,193 -2,394 Section 6 – Other statement of income captions (captions 70, 110, 190 and 220) 6.1 Other operating income (caption 70) 12.31.2003 Property rentals Stamp duties and substitute tax recovered 12.31.2002 Changes 3,025 2,485 540 41,019 41,085 -66 35,953 31,850 4,103 Expense recoveries and other income on deposits and current accounts Income from back-dated bank transfers 3,774 4,479 -705 974 2,587 -1,613 5,695 5,380 315 Capitalized payroll costs (1) Fees on taxes paid Income from securitization transactions 35,028 25,099 9,929 Other income and recharges 43,381 31,164 12,217 168,849 144,129 24,720 Total (1) As specified in Part A, Section 1, paragraph 6), these are payroll costs of Lombarda Sistemi e Servizi staff used to develop software. 6.2 Other operating expenses (caption 110) 12.31.2003 12.31.2002 Changes Finance leasing charges 1,098 1,578 -480 Prior-year commission and interest 2,035 2,062 -27 Expenses from back-dated bank transfers 5,317 6,209 -892 Other 22,784 12,124 10,660 Total 31,234 21,973 9,261 12.31.2002 Changes 6.3 Extraordinary income (caption 190) 12.31.2003 Out-of-period income: - overprovision of taxed costs in previous years 10,315 8,092 2,223 - other 17,510 17,780 -270 8,616 9,880 -1,264 244 12,021 -11,777 5 - 5 101 - 101 36,791 47,773 -10,982 Gains on the disposal of: - property and other fixed assets - equity investments - investment securities Consolidation adjustments Total 141 6.4 Extraordinary charges (caption 200) 12.31.2003 12.31.2002 Changes Out-of-period expense: - extraordinary personnel charges - other (1) 2,147 4,292 -2,145 19,606 6,321 13,285 21 224 -203 -534 Losses on the disposal of: - tangible and intangible assets - equity investments 16 550 868 855 13 - 697 -697 22,658 12,939 9,719 Other Consolidation adjustments Total (1) This includes 10,660 thousand Euro on the elimination of deferred tax assets that are not recoverable following introduction of the “Tremonti” tax reform law. Income taxes for the year (caption 240) Income taxes for the year (1) Current taxes 125,830 (2) Change in deferred tax assets (3) Change in deferred tax liabilities (4) Income taxes for the year Section 7 31.12.2003 -5,971 39,006 158,865 – Other information on the statement of income 7.1 Geographical distribution of profits The geographical distribution of revenues is such that no detailed breakdown is required. 142 Section 1 PARTE D OTHER INFORMATION – Directors and Statutory Auditors 1.1 Remuneration 12.31.2003 a) directors 3,813 b) statutory auditors 243 These figures include amounts paid for duties carried out at the Parent Bank and its subsidiaries. 1.2 Loans granted and guarantees given 12.31.2003 a) directors 30,378 (of which indirectly 30,354*) b) statutory auditors 3,007 (of which indirectly 2,742*) (*) Loans and guarantees granted, in compliance with current legislation, in favor of companies in which the Directors and Statutory Auditors have an interest. 143 Attachments to the consolidated financial statements of the Banca Lombarda e Piemontese Group - Statement of changes in consolidated financial position for the year ended December 31, 2003 - Statement of changes in consolidated stockholders’ equity for the year ended December 31, 2003 145 Statement of changes in consolidated financial position (thousands of euro) SOURCES OF FUNDS Funds generated by operations Net income for the year Change in reserve for general banking risks (net of use for risk reserves) Adjustments to intangible and tangible fixed assets Adjustments to loans Writebacks on loans Provision for termination indemnities Provision for taxation Provisions for liabilities and charges Adjustments to financial fixed assets Increase in liabilities Increase in capital stock and additional paid-in capital Due to customers and securities issued Due to banks Subordinated liabilities Other liabilities Revaluation reserves Specific tax on revaluation Other changes in reserves Changes in minority interests Decrease in assets Cash Due from banks Other assets Portfolio securities TOTAL SOURCES OF FUNDS APPLICATION OF FUNDS Application of funds generated from operations Dividends distributed Charitable donations Use of provision for termination indemnities Use of provision for taxation Use of other provisions for liabilities and charges Increase in assets Cash Loans to customers Other assets Equity investments Intangible and tangible fixed assets and goodwill on consolidation Decrease in liabilities Other liabilities Subordinated liabilities Decrease in pension funds Due to banks TOTAL 147 12.31.2003 12.31.2002 112,059 1,472 156,058 173,057 -43,799 17,714 165,630 20,116 154 602,461 130,078 132,951 148,383 -46,193 17,562 184,054 16,346 5,502 588,683 3,245 935,492 302,077 241,718 71,611 -2,108 -7,957 277,129 1,539,099 220,429 23,034 -529 13,941 83,547 27,246 644,164 2,299,035 52,672 387,649 422,273 2,935,697 2,901,496 3,524,380 12.31.2003 12.31.2002 104,191 350 17,647 172,813 19,938 314,939 94,595 300 18,969 158,361 54,503 326,728 14,615 2,005,998 40,363 454,416 2,348,285 122,924 10,362 94,684 28,498 41,317 1,350 2,586,557 1,341 620,056 3,197,652 2,901,496 3,524,380 Statement of changes in consolidated stockholders’ equity for the year ended December 31, 2003 (thousands of euro) Capital stock Total balances as of 12.31.2002 Legal ExtraordiReserve reserve nary for general reserve banking risks Reserve article 7.3 Law 218/90 Reserve Decree 124/93 315,729 132,641 260,647 62,750 26,835 157 - for cash 268 - - - - - - stock granting plan 647 - - - - - - - - - - - - - - - - - - - 25,537 - - - Increases in capital stock for: Allocation of Parent Bank's net income - dividends to stockholders - other reserves Revaluation, Law 350/2003 - - - - - - Reserve article 13 , Decree 124/93 - - - - - 27 Charitable donations made by Group companies - - - - - - Other adjustments on consolidation - - -2,242 1,472 - - Net income for the year - - - - - - 316,644 132,641 283,942 64,222 26,835 184 Total balances as of 12.31.2003 148 Reserve article 7.2 Law 218/90 Additional paid-in capital Revaluations reserve Marger surplus Reserve Law 153/99 Net income for the year Negative goodwill arising on cons. Total stockholders’ equity 46,533 621,702 24,404 370 100,926 130,078 25,643 1,748,415 - 2,332 - - - - - 2,600 - - - - - - - 647 - - - - - - - - - - - - - -104,191 - -104,191 - - - - - -25,537 - - - - 241,718 - - - - 241,718 - - - - - - - 27 - - - - - -350 - -350 - - - - - - - -770 - - - - - 112,059 - 112,059 46,533 624,034 266,122 370 100,926 112,059 25,643 2,000,155 149