BANCA MONTE DEI PASCHI DI SIENA S.p.A. 2009 ANNUAL REPORT GRUPPO MONTEPASCHI BANCA MONTE DEI PASCHI DI SIENA S.p.A. PROGETTO DI BILANCIO CONSOLIDATO ANNUAL REPORT 31 31 dicembre December2010 2010 2 Report and Consolidated Financial Statements of the Monte dei Paschi di Siena Group for 2010 Banca Monte dei Paschi di Siena S.p.a. Share capital: € 4,502,410,157.20, fully paid in. Siena Companies' Register no. and tax code: 00884060526 Member of the Italian Interbank Deposit Protection Fund. Banks Register no. 5274 Monte dei Paschi di Siena Banking Group, Registered with the Banking Groups Register . 3 NOTICE OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS‘ MEETING The shareholders of Banca Monte dei Paschi di Siena S.p.A. are hereby convened to an Ordinary and Extraordinary Shareholders‘ Meeting to be held on 29 April 2011 at 9:00 a.m. in Siena at Viale Mazzini no. 23 on first call and on 30 April 2011, at the same time and location on second call if necessary, to consider and pass resolutions on the following AGENDA Ordinary session: 1) Individual and consolidated financial statements as at 31 December 2010; 2) resolutions concerning the purchase and sale of treasury shares pursuant to Articles 2357 and 2357-ter of the Civil Code; 3) engagement of an independent auditing firm to audit the accounts, pursuant to article 13, and following, of Law Decree no. 39/10, art. 2409-bis of the Civil Code, and art. 30 of the Articles of Association, for each of the nine fiscal years ending on 31 December from 2011 through 2019; 4) alignment of Banca Monte Dei Paschi di Siena SpA with new supervisory rules for banks on remuneration and incentive policies for directors, employees and contractors. Extraordinary session: 1) Amendments to articles 13, 14 and 17 of the Articles of Association. 2) Amendments to articles 33 and 35 of the Articles of Association. 4 CORPORATE OFFICERS, SENIOR MANAGEMENT AND AUDITORS .................................................................. 7 ANNUAL REPORT .......................................................................................................................................... 9 REPORT ON OPERATIONS.......................................................................................................................................11 CONSOLIDATED FINANCIAL STATEMENTS...................................................................................................................99 Balance Sheet.............................................................................................................................................101 Income Statement ......................................................................................................................................103 Statement of Comprehensive Income ..........................................................................................................104 Statement of changes in shareholders’ equity ..............................................................................................105 Consolidated statement of cash flows: indirect method ................................................................................107 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS .............................................................................................109 Part A – Accounting Policies ........................................................................................................................111 Part B – Consolidated Balance Sheet ...........................................................................................................163 Part C – Consolidated Income Statement .....................................................................................................249 Part D – Statement of Consolidated Comprenhensive Income .......................................................................279 Part E – Risks and Hedging Policies .............................................................................................................281 Part F – Consolidated shareholders' equity ..................................................................................................376 Part G – Business combinations ...................................................................................................................388 Part H – Related-party transactions .............................................................................................................390 Part I – Share-based payments ....................................................................................................................397 Part L – Segment reporting .........................................................................................................................399 CONSOLIDATED FINANCIAL STATEMENTS CERTIFICATION PURSUANT TO ARTICLE 81-TER OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED...............................................................................405 AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS .............................................................................407 ANNEXES ........................................................................................................................................................411 This is an English translation of the Italian original “2010 Bilancio” and has been prepared solely for the convenience of the reader. The Italian version takes precedence and will be made available to interested readers upon request to Banca Monte Paschi Siena S.p.a. 5 6 CORPORATE OFFICERS, SENIOR MANAGEMENT AND AUDITORS BOARD OF DIRECTORS ___ Giuseppe Mussari Chairman Francesco Gaetano Caltagirone Deputy Chairman Ernesto Rabizzi Deputy Chairman Fabio Borghi Director Turiddo Campaini Director Massimiliano Capece Minutolo Director Graziano Costantini Director Frederic Marie De Courtois Director Lorenzo Gorgoni Director Alfredo Monaci Director Andrea Pisaneschi Director Carlo Querci Director BOARDS OF STATUTORY AUDITORS Tommaso Di Tanno Marco Turchi Paola Serpi Luigi Liaci Francesco Bonelli Chairman Standing Auditor Standing Auditor (*) Substitute Auditor Substitute Auditor (°) (*) On 16/11/2009 replaced outgoing Standing Auditor Leonardo Pizzich. Confirmed by the Shareholders’ Meeting of 29/3/2010 (°) Appointed by the Shareholders’ Meeting of 29/3/2010 SENIOR MANAGEMENT (*) Antonio Vigni General Manager Fabrizio Rossi Acting Deputy General Manager Antonio Marino Deputy General Manager Marco Massacesi Deputy General Manager (as of 12/2/2010) Giuseppe Menzi Deputy General Manager Nicolino Romito Deputy General Manager Marco Morelli was Deputy General Manager until 15/3/2010 INDEPENDENT AUDITORS KPMG S.p.A. 7 8 Relazione consolidata sulla gestione ANNUAL REPORT CORPORATE OFFICERS, SENIOR MANAGEMENT AND AUDITORS .................................................................. 7 ANNUAL REPORT .......................................................................................................................................... 9 REPORT ON OPERATIONS.......................................................................................................................................11 2010 GROUP RESULTS IN BRIEF ...................................................................................................................12 PREPARATION CRITERIA FOR THE REPORT ON OPERATIONS ........................................................................13 STRUCTURAL PROFILES OF THE GROUP ........................................................................................................13 CORPORATE GOVERNANCE AND OTHER INFORMATION ..............................................................................19 RECLASSIFIED ACCOUNTS ............................................................................................................................20 NON-FINANCIAL KPIs ..................................................................................................................................27 MACROECONOMIC AND BANKING SCENARIO .............................................................................................28 MAJOR EVENTS IN 2010 ..............................................................................................................................35 THE CUSTOMER BASE AND CUSTOMER SATISFACTION ................................................................................38 CUSTOMER BALANCE SHEET AGGREGATES ...................................................................................................42 SEGMENT REPORTING .................................................................................................................................51 INTEGRATED RISK AND CAPITAL MANAGEMENT .........................................................................................67 ADDITIONAL INFORMATION ON INVESTMENTS CONSIDERED HIGH-RISK BY THE MARKET ..........................71 REGULATORY CAPITAL AND CAPITAL RATIOS ...............................................................................................80 HUMAN RESOURCES, ORGANISATION, PROPERTY AND FACILITY MANAGEMENT ........................................81 THE STOCK MARKET AND INVESTOR RELATIONS .........................................................................................86 SOCIAL AID AND ENVIRONMENTAL PROGRAMMES .....................................................................................89 MATERIAL EVENTS SUBSEQUENT TO YEAR END ...........................................................................................92 OUTLOOK ON OPERATIONS .........................................................................................................................93 ANNEXES ....................................................................................................................................................94 CONSOLIDATED FINANCIAL STATEMENTS...................................................................................................................99 Balance Sheet.............................................................................................................................................101 Income Statement ......................................................................................................................................103 Statement of Comprehensive Income ..........................................................................................................104 Statement of changes in shareholders‘ equity ..............................................................................................105 Consolidated statement of cash flows: indirect method ................................................................................107 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS .............................................................................................109 Part A – Accounting Policies ........................................................................................................................111 Part B – Consolidated Balance Sheet ...........................................................................................................163 Part C – Consolidated Income Statement .....................................................................................................249 Part D – Statement of Consolidated Comprenhensive Income .......................................................................279 Part E – Risks and Hedging Policies .............................................................................................................281 Part F – Consolidated shareholders' equity ..................................................................................................376 Part G – Business combinations ...................................................................................................................388 Part H – Related-party transactions .............................................................................................................390 9 Part I – Share-based payments .................................................................................................................... 397 Part L – Segment reporting ......................................................................................................................... 399 CONSOLIDATED FINANCIAL STATEMENTS CERTIFICATION PURSUANT TO ARTICLE 81-TER OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED .............................................................................. 405 AUDITOR‘S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS ............................................................................. 407 ANNEXES ........................................................................................................................................................ 411 10 Relazione consolidata sulla gestione REPORT ON OPERATIONS REPORT ON OPERATIONS.......................................................................................................................................11 2010 GROUP RESULTS IN BRIEF ...................................................................................................................12 PREPARATION CRITERIA FOR THE REPORT ON OPERATIONS ........................................................................13 STRUCTURAL PROFILES OF THE GROUP ........................................................................................................13 CORPORATE GOVERNANCE AND OTHER INFORMATION ..............................................................................19 RECLASSIFIED ACCOUNTS ............................................................................................................................20 NON-FINANCIAL KPIs ..................................................................................................................................27 MACROECONOMIC AND BANKING SCENARIO .............................................................................................28 MAJOR EVENTS IN 2010 ..............................................................................................................................35 THE CUSTOMER BASE AND CUSTOMER SATISFACTION ................................................................................38 CUSTOMER BALANCE SHEET AGGREGATES ...................................................................................................42 INCOME STATEMENT AGGREGATES…………………………………………………………………………………………46 SEGMENT REPORTING .................................................................................................................................51 INTEGRATED RISK AND CAPITAL MANAGEMENT .........................................................................................67 ADDITIONAL INFORMATION ON INVESTMENTS CONSIDERED HIGH-RISK BY THE MARKET ..........................71 REGULATORY CAPITAL AND CAPITAL RATIOS ...............................................................................................80 HUMAN RESOURCES, ORGANISATION, PROPERTY AND FACILITY MANAGEMENT ........................................81 THE STOCK MARKET AND INVESTOR RELATIONS .........................................................................................86 SOCIAL AID AND ENVIRONMENTAL PROGRAMMES .....................................................................................89 MATERIAL EVENTS SUBSEQUENT TO YEAR END ...........................................................................................92 OUTLOOK ON OPERATIONS .........................................................................................................................93 ANNEXES ....................................................................................................................................................94 11 REPORT ON OPERATIONS 2010 GROUP RESULTS IN BRIEF In a persistently difficult market environment, the Montepaschi Group achieved significant growth in its capital base, while still centering its funding and lending strategy on the needs of households and businesses. The initiatives implemented allowed the Group to consolidate its customer base and improve/consolidate its competitive position in all of its main areas of business. Moreover, the Group guaranteed continuity to its offer of credit, supporting its customers by taking part in both banking system initiatives and developing projects independently. More specifically: At the end of 2010 total funding for the Group stood at approximately 303 bln, up 6.9% on the previous year ―on a restated operating basis 1 ‖ (+3.4% on 30/09/2010), with significant developments for both direct and indirect funding. More specifically, direct funding came to approx. 158 bln, up about 3. 6% as compared to 31/12/2009 ―on a restated operating basis‖ (+2.5% on 30 September 2010), with the Group's market share rising to 7.88%, up 70 bps YoY (+26 bps as compared to 30/09/2010). Indirect funding came to approx. 145 bln, up 10.7% as compared to the previous year ―on a restated operating basis‖ (+4.5% on 30/09/2010) with an increase in assets under custody (+13.8% YoY) and in assets under management (+5.4% YoY), the latter being propped up by insurance premium collections and collective asset management. With regard to credit management, at the end of 2010 the Group‘s ―Loans and advances to customers‖ amounted to approx. EUR 156 bln, up 4.1% YoY ―on a restated operating basis 2 ‖ (+2.3% on 30/09/2010), with market share coming to 7.84%. In terms of “active” loans to customers, the year-end figure stood at approx. EUR 139 bln, an increment of 6.4% against the previous year, largely owing to the 12.7% rise in mortgage loans (new contracts for the year came to EUR 15.8 bln, up 11.1% YoY) and the increase in special-purpose Corporate credit, while a fall was registered for other types of loans following the decline in demand for working capital loans by companies. New flows on loans issued by the Group through dedicated product companies totalled EUR 12.8 bln, up by over 25% on the previous year (EUR 3.8 bln issued in Q4 2010; +35.2% on Q3 2010). Small business and corporate loans, which came to approx EUR 10 bln (7.6 bln in 2009), registered a step-up in disbursements by both MPS Capital Services (+18% YoY; +56.7% QoQ) and MPS Leasing & Factoring (+36.9 YoY; +43.3% QoQ), the latter attributable primarily to Factoring. With regard to consumer loans, total disbursements by Consumit in 2010 came to approx. EUR 2.7 bln (+4.3% YoY; 638 mln issued in Q4 2010; -0.6% on Q3 2010), reflective of a falling trend for special-purpose loans on a yearly basis and a pick-up in personal loans. As for credit quality, non-performing loans accounted for approximately 3.51% of total loans as at 31 December 2010, while the provisioning rate 3 dropped to 74 bps. The Group’s customerbase exceeded 6.2 mln. In view of the above, the Montepaschi Group's Net Operating Income grew significantly, coming to approx. 946 mln, more than twice the result achieved at the end of the previous year "on a likefor-like basis4 “. The growth is attributable to basic income, which climbed 1.6% compared to 31/12/2009 “on a like-for-like basis4 “ and 1.8% on Q3 2010, and to the sharp reduction in both loan loss provisions (-21.2% YoY) and operating expenses (-5.2% YoY). As a consequence, the cost-income ratio fell to 61.6%4 with a drop of 310 bps as compared to the end of 2009, confirming the progress made by the Group in improving operational efficiency. Volumes as at 31/12/2009 were "restated" with historical data that excluded the effects from the branches sold in 2010 (a total of 72 branches of Banca Monte dei Paschi di Siena sold to the groups CARIGE and Intesa-San Paolo) which, as at 31/12/2009, included total funding of 3.543 mln, of which 2.204 mln in direct funding and 1.339 mln in indirect funding. Furthermore, the figure was restated on a proforma basis to take account of the assets classified as held for sale in 2010 (MP Monaco SAM and MPS Venture SpA - an overall impact of 269.7 mln). 1 Volumes as at 31/12/2009 were "restated" with historical data that excluded the effects from the branches sold in 2010 (a total of 72 branches of Banca Monte dei Paschi di Siena sold to the groups CARIGE and Intesa-San Paolo) which, as at 31/12/2009, included 2.305 mln in lending. Furthermore, the figure was restated on a proforma basis to take account of the assets classified as held for sale in 2010 (MP Monaco SAM and MPS Venture SpA - an overall impact of 35.4 mln). 2 3 Provisioning rate: ratio between annualised net adjustments due to impairment of loans and customer loans at year end (Account 70 in the Balance Sheet). 2009 quarterly results and 2010 first three quarterly results were restated to take account of the changes brought about to the operating scope subsequent to the divestiture of business in 2010 (72 branches of Banca Monte dei Paschi di Siena). Moreover, to ensure consistency with previous quarters (2010 and 2009), income generated by the companies, MP Monaco SAM and MPS Venture SpA classified as held for sale at the end of 2010, was excluded line by line (for further details please see paragraph ―MPS Group reclassification criteria"). 4 12 REPORT ON OPERATIONS A contribution to net income for the year also came from gains on equity investments of EUR 405.5 mln, arising from the Group's transaction for value creation in real estate and properties used in the business and from the disposal of the Group's shareholding in Prima SGR to AM Holding following closure of the agreement (176.9 mln), as well as from gains on disposal of investments amounting to EUR 165.9 mln, attributable to the divestiture of banking business (72 branches of Banca Monte dei Paschi di Siena). The Montepaschi Group’s consolidated net profit for the year before Purchase Price Allocation5 (PPA) stood at approx. EUR 1,096.2 mln (as compared to approx. EUR 354.3 mln as at 31 December 2009 ). Considering the net effects of PPA, net profit for the period came to EUR 985.5 mln (vs. 220.1 mln in 2009). With regard to capital ratios, as at 31 December 2010 the Tier I ratio BIS II was 8.4% (7,5% at the end of 2009) with a BIS II solvency ratio at 12.9% (11.9% at the end of 2009). PREPARATION CRITERIA FOR THE REPORT ON OPERATIONS The Report on Operations has been prepared in accordance with the provisions of Article 2428 of the Civil Code (as amended by Decree 32/2007) and gives an account of the performance and results of the Montepaschi Group, both as a whole and in the various business segments into which consolidated operations are organised. To allow for a better understanding of how the major factors of value creation (both in the short and long term) for the Group and for all its stakeholders developed over the reporting period, the report includes economic and financial aspects with qualitative and extra-accounting components. These non-financial components particularly include the main activities and results achieved by the Group in implementing Corporate Social Responsibility (CSR) objectives relating to Customer relations, Personnel management and the impact of business on Society and the Environment. For additional information on this topic please refer to the Annual Report on Corporate Social Responsibility which can be found on our website www.mps.it under "Our Values". STRUCTURAL PROFILES OF THE GROUP The Montepaschi Group, whose banking activities date back to 1472 , is one of the leading banking and credit institutions on the Italian financial scene. The Montepaschi Group operates across Italy and in the major international markets, with operations ranging from traditional lending (i.e. short-/medium-/longterm loans to retail and corporate customers, leasing, factoring, consumer credit) to asset management (through its equity interest in AM Holding), private banking, investment banking and corporate finance. Furthermore, the Group ensures the provision of bancassurance and pension products through its strategic partnership with AXA. The Montepaschi Group's mission is structured along the following guidelines: to create value for shareholders, in both the short and long term, giving priority to customer satisfaction, the professional development of resources and to the interest of all stakeholders; to be a continuously evolving model of reference in the Italian banking scenario, affirming the Montepaschi Group's leading position as a domestic Group with a European vocation; to strengthen the Corporate sense of belonging among employees, while at the same time valuing cultural differences and maintaining the strong foothold of each Group company in the area where it operates. A distinctive feature of the Montepaschi Group - partially a consequence of the strong local ties of its banking companies - is to combine the pursuit of growth and value creation objectives, typical of any market-oriented undertaking, with the system of values expressed by the relevant areas and communities. To this end, the Group has promoted an innovation strategy in support of development, characterized by a proactive role that is geared toward stimulating new opportunities for its customers and the areas in which it operates. 5 Purchase Price Allocation: fair value measurement of main potential assets and liabilities purchased. 13 REPORT ON OPERATIONS OWNERSHIP In the Montepaschi Group, the role of Parent Company is assumed by Banca Monte dei Paschi di Siena SpA (BMPS), a public company listed on the Italian Stock Exchange. As of September 1999, it has been included in the FTSE MIB Index, the main benchmark index for Italian equity markets. SUMMARY OF REFERENCE PRICES AND CAPITALISATION Price (euro) 31/12/10 31/12/09 0,851 1,228 No. ordinary shares 5.569.271.362 5.569.271.362 No. preferred shares 1.131.879.458 1.131.879.458 18.864.340 5.703 18.864.340 8.229 No. savings shares Capitalisation (ord + pref) (euro mln) On the basis of reporting to the Italian Securities Commission (Consob) and BMPS pursuant to art. 120 Legislative Decree 58/98, the major shareholders of BMPS were MPS Foundation (majority shareholder with 45.68% of the ordinary share capital), JP Morgan Chase (5.54%), AXA S.A. (4.56%), Caltagirone Francesco Gaetano (4.81%) and Unicoop Firenze (3.32%). 70% of the remaining ordinary share capital is mainly held by Italian retail investors and employees and the remaining 30% by institutional investors (of which approx. 8% North America, 9% Europe, 5% Italy, 5% UK/Ireland). THE BRAND Banca Monte dei Paschi di Siena is a strong brand that stands for tradition, stability and ―Italianness‖, with positive implications in terms of innovation and customer-orientation developed over recent years. Its economic value, as estimated by the company Interbrand, is of approximately 5,3 bln 6. The brand, or corporate image and reputation that it represents, is a key driver in the choices of customers and in the long-term performance of the Group. For this reason, the brand is at the very heart of the Group's integrated communication strategy and supports product marketing. In 2010 specifically : a new institutional advert was created, winning several prestigious awards; the brand ―1472‖ was launched to highlight one of the Group's distinctive features - its date of birth - as part of a project to consolidate the bank's local presence and reach out to new generations; a territory-based communications campaign was created with the aim of strengthening the Group's depth of penetration in all local socio-economic contexts. The brand's importance and reputation are continuously monitored through both quantitative and qualitative analyses of the Group's exposure in the press, on television and on the web, so as to intervene promptly with any protective measures that may be deemed necessary. The 2010 annual survey, commissioned to Demoskopea, confirmedthe significant market power of the brand, Banca Monte dei Paschi di Siena, second only to that of Intesa - San Paolo. First among the Italian banks according to the Reputation Institute (source: Global Reputation Pulse 2010 - Bank Industry). Organisational structure As at 31/12/2010 the Montepaschi Group's organisational structure, reflective of the integrated and multimarket approach to financial, credit and insurance activities, included the following setup: 6 Data as at 31 december 2008 14 REPORT ON OPERATIONS a central managing and operational coordinating unit , headed by Banca Monte dei Paschi di Siena which, in addition to its consumer banking activities, in its role as Parent Company is also responsible for the overall direction, governance and control of the subsidiaries; a production unit, consisting of the Group's banks and financial companies which are specifically dedicated to the development of specialised financial instruments for the market (a.k.a Product Companies). Among these, particular mention is made of: Consum.it (consumer credit company), MPS Capital Services Banca per le Imprese (specialised in activities of corporate finance, capital markets and structured finance ), MPS Leasing&Factoring (specialised in leasing and factoring services for businesses). a distribution structure, mainly composed by the banking networks of Banca Monte dei Paschi di Siena, Banca Antonveneta and Biverbanca. a service unit, made up of the companies in the Group that oversee the IT and telecommunication systems (MPS Group Operating consortium) and manage non-performing loans (MPS Gestione Crediti Banca); A foreign network that is geographically present in all the major financial centres. Contribution to Group income from banking and insurance Other business 11% Product Companies 14% Distribution network 75% GEOGRAPHIC FOOTPRINT AND INTEGRATED MULTI-CHANNELS The Montepaschi Group operates in a logic of developing and streamlining its distribution channels, focusing both on growing the traditional network and strengthening the innovative channels (internet banking, phone banking, ATMs) with a view to making the branch a highly-evolved centre for customer relations. The table below summarises the Distribution Network of the Montepaschi Group as at 31 December 2010: Montepaschi Group distribution network Distribution channel Domestic branches (*) 31.12.2010 2.918 Financial Adv isory Offices 151 Total domestic points of sale 3.069 SME Centres 116 I nstitutional Client Centres 51 Priv ate Client Centres 89 Foreign branches (**) 41 ATM 3.574 Retail multi-channel contracts Corporate multi-channel contracts 1.522.528 38.961 (*) as repo rted to the B ank o f Italy. Data no t inclusive o f the specialised units o f 'M P S Capital Services B anca per l'impresa'. (**) The data include o peratio nal branches, representative o ffices and fo reign banks. 15 REPORT ON OPERATIONS As at 31 December 2010, the Montepaschi Group totalled 2,918 branches nationwide7 for a market share of approximately 8.77%, as illustrated in the following breakdown by region, geographical area and bank of reference: MONTE PAS C HI G ROUP - DOME S TIC B RANC HE S Trentino Alto Adige Lombardy - Friuli Venezia Giulia - 6 73 Valle d'Aosta 11 388 355 Veneto Piedmont 182 Emilia Romagna 207 38 Liguria Marche Toscany 531 99 Umbria 67 Abruzzo Molise 64 239 Lazio Apulia 15 181 160 Campania 14 Sardinia 18 Basilicata 64 35 Calabria 206 102 Sicily BRANCH DISTRIBUTION BY GEOGRAPHICAL AREA AT 31.12.2010(*) Northern I taly Central I taly Southern I taly and islands TOTAL N° I nc. % 1.260 1.015 643 2.918 43,18% 34,78% 22,04% 100,00% Market Share (**) 3,79% 3,05% 1,93% 8,77% (* ) as reported to the Bank of Italy's Superv isory Department (* * ) at 30/09/2010 The Parent Company can rely on a distribution network of 2,417 branches. The bank has been operational as of 1 January 2009 and is wholly owned by the Parent Company. The distribution network across the Triveneto area consists in 380 branches. Number of reports to the Bank of Italy 7 16 Market-leading local bank in the provinces of Biella and Vercelli, 60.42% owned by Banca Monte dei Paschi di Siena, with a distribution network of 121 branches. REPORT ON OPERATIONS The Montepaschi Group's traditional distribution network underwent signifcant changes in the period 2008/2010 mainly due to the following events: corporate transactions, among which, the acquisition of Banca Antoveneta and Biverbanca and the merger by absorption of Banca Agricola Mantovana and Banca Toscana into the Parent Company; implementation of the asset disposal plan, defined in compliance with the recommendations from the Antitrust Authority which involved the divestiture of banking business consisting in Banca Monte dei Paschi di Siena branches; optimisation of local footprint with initiatives implemented as of Q3 2010, aimed at increasing productivity and improving sales and distribution efficiency overall. The project led to the closure of branches which were particularly overlapping with other points of operation (87 in total). Subsequent phases will include the completion of optimisation actions and the gradual re-opening of units previously closed, with the aim of preserving the configuration of the Network overall and in the local regions. To complete the transition process already put underway in the terms set out above, at the end of 2010 the Board of Directors of Banca Monte dei Paschi di Siena approved a project for the full reorganisation of both the sales and distribution network and of the Parent Company's structure. The project was developed with the aim of: (i) increasing local coverage starting from the central role of Branches and the enhanced value of the Branch Manager, (ii) regaining an integrated view of the customer through local units working more closely with the ―Provinces‖ and ―Districts‖ and leveraging appropriate resources, (iii) shortening business supply chains and (iv) having simpler and leaner organisational units resulting in structurally higher levels of operational efficiency. The project implementation plan provides for roll-out at Company level by the end of the first quarter of 2011 and at network level by the end of the second quarter 2011. The Montepaschi Group's distribution network is supported by 853 Personal Financial Bankers nationwide, who carry out their activities through 151 financial offices open to the public. For what concerns the development of relations and the management of specific customer segments, the Group has a total of 256 specialised business centres dedicated to Small and Medium Enterprises (116 centres), Institutions (51 centres) and to Private customers ( 89 centres). Internationally, the Montepaschi Group has a foreign network geographically distributed across all major Stock markets, as well as in emerging countries with the highest rates of growth and/or key relations with Italy, for the purpose of: providing Italian customers with a wide service network in support of foreign trade and internationalisation; ‗capturing‘ trade finance flows; taking part in the economic activities of developed or high-growth markets so as to diversify the revenue base, using a prudential approach. The foreign network is structured as follows: 4 operational branches located in London, New York, Hong Kong and Shanghai, 11 representative offices located in various "target areas‖ (EU, CentralEastern Europe, North Africa, India and China, 3 banks governed by foreign law: MP Monaco SAM8 (1 branch), MP Belgium (8 branches), MPS Banque (17 branches), 2 Italian Desks in Spain and Romania. The ATM distribution channel continues to develop with the gradual installation of new "cash-in" machines, aiming to give a sharp boost to the migration of low added value transactions. The traditional ATMs are mainly located in areas not served by bank branches or in public places having high operational potential, with a view to expanding the Group's local footprint and offering customers a more widespread service. To this end, 2010 saw the installation of 134 new machines, 99 of which featuring the ―cash-in‖ option and 35 of which were of the traditional type. Considering the machines decommissioned in the course of the year (195), mainly following the divestiture of business (a total of 72 branches of Banca Monte dei Paschi di Siena) and following the launch of the project to optimise the Group's local presence, Group ATMs totalled 3,574 as at 31 December 2010 (251 of which were Cash-in). 8 The company MP Monaco SAM has been classified as held for sale. 17 REPORT ON OPERATIONS In addition to its physical presence in the area, the Montepaschi Group makes use of innovative channels whose development is aimed at bolstering telematic services especially through the promotion of integrated multi-channels which, within one single package, include Internet Banking, Mobile Banking and Phone Banking services that undergo continuous fine-tuning. At the end of 2010 the telematic market consisted in approximately 1,561,000 contracts, of which 927 thousand Integrated multi-channel contracts, with over 47 thousand new contracts formalised in the fourth quarter. Existing contracts with Consumer customers stood at approximately 1,522,000 (around 170,000 signed during the year) while those with Corporate customers totalled almost 39,000 contracts (1,600 signed in 2010). 18 REPORT ON OPERATIONS CORPORATE GOVERNANCE AND OTHER INFORMATION Pursuant to art. 2497 of the Civil Code, Banca Monte dei Paschi di Siena directs and coordinates the activities of its direct and indirect subsidiaries, including companies which, under current regulations, do not belong to the Banking Group. The information relating to the transactions and relations between the Bank/Group and related parties can be found in Part H of the Notes to the Financial Statements. The information relating to the Corporate Governance system and to the ownership structure of Banca Monte dei Paschi di Siena – prepared in accordance with art. 123 bis of the Consolidated Law of Finance – may be referred to in the separate ―Report on Corporate Governance‖ which, following approval by the Board of Directors, will be published and available on the Bank‘s internet site: www.mps.it under the section Investor & Ricerca > Corporate Governance. With regard to Related-party transactions in 2010, the ―Regulations containing provisions relating to transactions with related parties‖ (the Regulation) was adopted by Consob with Resolution no. 17221 of 12 March 2010 and later amended by Resolution no. 17389 of 23 June 2010. The new framework combines into a new and comprehensive Regulation all principles regarding prompt and periodic disclosure obligations pursuant to articles 114 and 154-ter of the Consolidated Law on Finance and superseding the rules already set out by Consob‘s Issuer Regulations, and principles pursuant to Article 2391-bis of the Civil Code. The Regulation goes alongside the primary legislation governed by art. 2391 of the Civil Code – Directors‘ Interests – and by self-regulation, such as article 9 of the self-regulatory code for listed companies – Directors‘ interest and related party transactions – which establishes criteria for substantial and procedural correctness in managing transactions with related parties. Banca Monte dei Paschi di Siena has complied with the new regulations as set forth in the ―Procedures for Related-party transactions‖, published on the bank's internet site at: Banca Monte dei Paschi di Siena | Investors & Ricerca | Corporate Governance | Procedura in materia di operazioni con parti correlate Under paragraph 26 of Annex B to Legislative Decree of 30 June 2003 no. 196 (Code for the protection of personal data), it is stated that, in accordance with art. 34, paragraph 1, lett. g) of the Code, the Security Policy Document (SPD) of Banca Monte dei Paschi di Siena SpA as at 31 December 2010 was prepared in compliance with paragraph19 of the aforementioned Annex B. 19 REPORT ON OPERATIONS RECLASSIFIED ACCOUNTS MPS GROUP RECLASSIFICATION CRITERIA The following accounting statements illustrate balance-sheet and profit-and-loss accounts reclassified on the basis of operating criteria. In particular, with regard to the income statement of the two periods under comparison, in addition to the usual aggregations and reclassifications of accounts, for the purpose of providing a clearer picture of group performance, 2009 quarterly results, 2010 first two quarterly results and year-end results for 2010 were restated to take account of the changes brought about to the operating scope subsequent to the divestiture of business which took place in 2010 (disposal of 72 Banca Monte dei Paschi di Siena branches, 22 of which to the Carige Group on 31/05/2010 and 50 to the Intesa Sanpaolo Group on 14/06/10). Restated values were obtained by reclassifying the historical data with the profit and loss figures relating to the branches sold, grouping them together under one account. The same logic was applied to the expected disposal of the controlling interests in MP Monaco SAM and MPS Venture SpA (classified as held for sale in 2010) which resulted in the reclassification of these entities' profit and loss contributions to all quarters of 2010 and 2009 into one reclassified account ―Gains (losses) after tax from groups of assets held for sale‖ (for further details, see ― Annexes: Montepaschi Group – Reconciliation of reclassified accounts and accounting tables . Following are the major changes as at 31 December 2010: a) “Net profit/loss from trading/valuation of financial assets" in the reclassified income statement, includes the items under Account 80 (Net profit/loss from trading), Account 100 (Gains (losses) on disposals / repurchases of loans, available-for-sale or held-to-maturity financial assets and financial liabilities) and Account 110 (Net profit/loss on financial assets and liabilities designated at fair value). The account incorporates values relating to dividends on some securities transactions, inasmuch as they are closely connected with the trading component (approx. EUR 270 mln as at 31/12/2010). Furthermore, the aggregate was stripped of losses arising from disposal of loans (approx. EUR 36 mln), which were reclassified out of Account 100 "Gains (losses) on disposal of loans"; b) “Dividends, similar income and gains (losses) on equity investments” in the reclassified income statement incorporates account 70 ―Dividends and similar income‖ and a portion of account 240 ―Gains (losses) on equity investments‖ (approx. EUR 84 mln as at 31/12/2010) corresponding to the contribution to profit and loss for the period that is 'guaranteed' by the portion of profit arising from equity investments in associates (valued at equity). Dividends from some trading transactions, as outlined under item a) above, have been eliminated from the aggregate; c) “Net value adjustments due to impairment of loans” in the reclassified income statement was determined by excluding charges relating to financial plans (EUR 6 mln), which are more properly classified under ―Net provisions for risks and charges and other operating income/expenses‖. Additionally, 36 mln worth of losses arising from disposal of loans were reclassified out of Account 100 a) "Gains/losses on disposal of loans" into this account in a logic of recovery, managing them in a similar way to loan value adjustments; d) “Other administrative expenses” in the reclassified income statement was integrated with the portion of stamp duty and client expense recovery (approx. EUR 329 mln) posted under Account 220 ―Other operating income/expenses‖. In addition, the aggregate was stripped of approx. 19.5 mln reclassified into ―Integration costs/One-off charges‖ which were incurred within the framework of the re-organization process set out in the 2008-2011Business Plan; e) The account “Net provisions for risks and charges and other operating income/expenses” in the reclassified income statement incorporates Account 190 ―Net provisions for risks and charges‖ and Account 220 ―Other operating income/expenses". It also includes value adjustments to financial plans for an amount of EUR 6 mln described under item c) above and excludes stamp duty and client expense recovery as described under item d) above; f) ―Integration costs/one-off charges‖ in the reclassified income statement includes the ―One-off charges" associated with the organizational rearrangement process, once reclassified out of "Other administrative expenses" (EUR 19.5 mln); g) Profit and loss results relating to the branches of Banca Monte dei Paschi di Siena which were sold in 2010 (22 branches to the CARIGE Group and 50 to the Intesa-SanPaolo Group) were reclassified into one single account ―Profit and loss results of branches sold‖ out of previous accounts (Interest 20 REPORT ON OPERATIONS Income: approx. EUR 26 mln, Net fees and commissions: approx. EUR 18 mln; Net profit/loss from trading/valuation of financial assets: EUR 0.1 mln; Administrative expenses: approx. EUR 22 mln). h) ―Gains (losses) on equity investments‖ is cleared of components reclassified as ―Dividends and similar income" (see item b); i) The effects of Purchase Price Allocation (PPA) were reclassified out of other accounts (in particular ―Interest income" for approx. EUR 77 mln and depreciation/amortisation for approx. EUR 82 mln (with a related theoretical tax burden of approx. EUR 51 mln which integrates the account) into one single account named ―Net effects of Purchase Price Allocation‖. With regard to capital aggregates, for the purpose of providing a clearer picture of performance trends, in addition to the usual reclassifications carried out on the consolidated balance sheet, “Loans and advances to customers” and ―Customer accounts and securities ” were also restated to take account of the divestiture of business (72 Banca Monte dei Paschi di Siena branches sold) and reflect the effects of assets held for sale at the end of 2010 (MP Monaco SAM e MPS Venture SpA). More specifically, ―Loans and advances to customers” and ―Customer accounts and securities” were respectively included under “Other assets‖ and ―Other liabilities” in relation to all periods in 2009 and the first three quaters of 2010. Reclassification details are as follows: j) “Held-for-trading financial assets” on the assets side of the reclassified balance-sheet includes Account 20 (held-for-trading financial assets), Account 30 (Financial assets designated at fair value ) and Account 40 (available-for-sale financial assets); k) “Other assets” on the assets side of the reclassified balance-sheet incorporates Account 80 "Hedging derivatives", Account 90 "Changes in value of macro-hedged financial assets", Account 140 "Tax assets", Account 150 "Non-current assets and groups of assets held for sale " and Account 160 "Other assets"; l) “Customer accounts and securities” on the liabilities side of the reclassified balance-sheet includes Account 20 "Customer accounts", Account 30 "Debt securities in issue" and Account 50 "Financial liabilities designated at fair value"; m) ―Other liabilities‖ on the liabilities side of the reclassified balance-sheet incorporates Account 60 ―Hedging derivatives‖, Account 70 ―Changes in value of macro-hedged financial liabilities", Account 80 ―Tax liabilities‖, Account 90 ―Liabilities included in disposal groups held for sale‖ and Account 100 ―Other liabilities‖. °°°°°°° The accounting statements and the comparative statements of the reclassified consolidated income statement and balance-sheet are enclosed with the “Annexes” section. 21 REPORT ON OPERATIONS C ONS OLIDATE D RE PORT ON OPE RATIONS Highlights at 31/12/10 g INC OME S T AT E ME NT AND BAL ANC E S HE E T F IG URE S AND KE Y INDIC AT ORS MPS G ROUP 31/12/10 31/12/09 (1) (1) (2) Income from banking activities 5.503,2 5.417,7 1,6% Income from financial and ins urance activities 5.571,3 5.592,7 -0,4% Net operating income 945,9 462,2 104,6% Net profit (los s ) for the year 985,5 220,1 n.s . 31/12/10 31/12/09 % c hg h INC OME S TATE ME NT F IG URE S (in E UR mln) h B ALANC E S HE E T F IG URE S AND INDIC ATORS (in E UR mln) % c hg (1) (2) Direct funding 158.486 152.917 3,6% Indirect funding 144.919 130.878 10,7% of which: as s ets under management 50.547 47.941 5,4% of which: as s ets under cus tody 94.372 82.937 13,8% C us tomer loans 156.238 150.073 4,1% G roup net equity 17.156 17.175 -0,1% 31/12/10 31/12/09 Net non-performing loans /C us tomer loans 3,51 3,10 Net watchlis t loans /C us tomer loans 2,57 2,50 31/12/10 31/12/09 C os t/Income ratio 61,6 64,7 R.O.E . (on average equity) 5,74 1,46 R.O.E . (on end-of-period equity) 5,74 1,49 Net adjus tments to loans / E nd-of-period inves tments 0,74 0,98 31/12/10 31/12/09 12,9 11,9 8,4 7,5 h INF ORMATION ON B MP S S TOC K 31/12/10 31/12/09 Number of ordinary s hares outs tanding 5.569.271.362 5.569.271.362 Number of preference s hares outs tanding 1.131.879.458 1.131.879.458 18.864.340 18.864.340 (1) (2) h K E Y LOAN QUALITY RATIOS (%) (1) (2) h P ROF ITAB ILITY RATIOS (%) h C AP ITAL RATIOS (%) S olvency ratio Tier 1 ratio Number of s avings s hares outs tanding from the 31/12/09 to from the 31/12/08 to the 31/12/10 the 31/12/09 P rice per ordinary s hare: average 1,02 1,24 low 0,82 0,77 high 1,33 1,62 h OP E RATING S TRUC TURE 31/12/10 31/12/2009 (1) Abs . c hg Total head count - end of period 31.495 31.599 -104 Number of branches in Italy 2.918 3.016 -98 F inancial advis ory branches 151 163 -12 41 41 Number of branches & repres entative offices abroad (1) F igures were res tated to take ac c ount of the c hanges brought about to the G roup‘s operating s c ope s ubs equent to the dives titure of bus ines s in 2010 (dis pos al of 72 branc hes of B anc a Monte dei P as c hi di S iena). (2) F igures were als o c leared of numbers relating to as s ets whic h, in 2010, were rec las s ified as ―held for s ale‖ (MP Monac o S AM and MP S Venture S pA – s ee s ec tion ―MP S G roup – rec las s ific ation c riteria‖. (3) R .O.E . on average equity: net profit for the period / average between equity at the end of the previous year (inc lus ive of net inc ome and valuation res erves ) and equity for the c urrent year. (4) R .O.E . on end-of-period equity: net profit for the period / equity at the end of the previous year (inc lus ive of valuation res erves ) purged of s hareholder's payout. 22 REPORT ON OPERATIONS g REC L AS S IFIED INC OME S TATEMENT (in EUR mln) 31/12/10 31/12/09 R es tated (1) R es tated (1) (2) Ins . % Net interes t inc ome 3.591,7 3.576,7 15,0 0,4% Net c ommis s ions 1.911,5 1.841,0 70,5 3,8% Income from banking activities MP S G roup C hange 5.503,2 5.417,7 85,5 1,6% Dividends , s imilar inc ome and gains (los s es ) on equity inves tments 91,8 110,3 -18,5 -16,8% Net profit (los s ) from trading/valuation of financ ial as s ets -23,1 66,1 -89,2 -134,9% Net profit (los s ) from hedging -0,6 -1,5 0,9 -58,5% Income from financial and insurance activities 5.571,3 5.592,7 -21,4 -0,4% Net adjus tments for impairment of: -1.194,3 -1.510,2 315,9 -20,9% -1.155,6 -1.466,0 310,4 -21,2% -38,7 -44,1 5,5 -12,4% Net income from financial and insurance activities 4.377,0 4.082,6 294,5 7,2% Adminis trative expens es : -3.255,9 -3.458,1 202,2 -5,8% a) pers onnel expens es -2.211,2 -2.299,7 88,4 -3,8% b) other adminis trative expens es -1.044,7 -1.158,4 113,7 -9,8% -175,2 -162,2 -13,0 8,0% -3.431,1 -3.620,3 189,2 -5,2% Net operating income 945,9 462,2 483,7 104,6% Net provis ions for ris ks and c harges and other operating inc ome/expens es -193,2 -219,7 26,5 -12,0% P rofit (los s ) on equity inves tments 551,5 -2,7 554,1 n.s . Integration c os ts / one-off c harges -19,5 -86,8 67,3 -77,5% P &L figures for branc hes s old 21,8 71,8 -50,0 -69,6% 182,4 42,3 140,1 n.s . P rofit (loss) before tax from continuing operations 1.488,9 267,1 1.221,7 n.s. Taxes on inc ome from c ontinuing operations -392,9 -100,3 -292,5 n.s . P rofit (loss) after tax from continuing operations 1.096,0 166,8 929,2 n.s. 1,7 192,0 -190,4 -99,1% 1.097,6 358,8 738,8 n.s. -1,5 -4,5 3,0 -67,0% Net profit (loss) pre P P A 1.096,2 354,3 741,8 n.s. P P A (P urc has e P ric e Alloc ation) -110,7 -134,2 23,5 -17,5% Net profit (loss) for the year 985,5 220,1 765,4 n.s. a) loans b) financ ial as s ets Net adjus tments to tangible and intangible fixed as s ets Operating expenses G ains (los s es ) from dis pos al of inves tments P rofit (los s ) after tax from dis pos al groups held for s ale Net profit (loss) for the period including minority interests Net profit (los s ) attributable to minority interes ts (1) F igures were res tated to take ac c ount of the c hanges brought about to the G roup‘s operating s c ope s ubs equent to the dives titure of bus ines s in 2010 (dis pos al of 72 branc hes of B anc a Monte dei P as c hi di S iena). (2) R es ults relating to as s ets whic h, in 2010 were rec las s ified as ―held for s ale‖ (MP Monac o S AM and MP S V enture S pA – s ee s ec tion ―MP S G roup – rec las s ific ation c riteria‖) were purged ―line by line‖ and pos ted to G ains (los s es ) from as s ets held for s ale‖. 23 REPORT ON OPERATIONS QUARTE RL Y TRE ND IN RE C L AS S IFIE D INC OME S TATE ME NT (in E UR mln) 2009 (1) 2010 (1) 4th quarter 3rd quarter 2nd quarter 1s t quarter 4th quarter 3rd quarter 2nd quarter 1s t quarter Net interes t income 900,8 906,5 912,7 871,7 874,3 899,3 893,6 909,4 Net commis s ions 489,0 459,1 482,9 480,5 452,8 464,1 456,1 468,0 MPS G roup Inc ome from banking ac tivities 1.389,8 1.365,7 1.395,6 1.352,1 1.327,1 1.363,4 1.349,8 1.377,4 Dividends , s imilar income and gains (los s es ) on equity inves tments 32,2 29,5 15,7 14,4 24,1 19,6 45,4 21,2 Net res ult from realis ation/valuation of financial as s ets -5,7 16,3 -53,4 19,7 -20,9 8,2 31,3 47,5 Net profit (los s ) from hedging -10,1 -3,5 6,3 6,7 8,1 -10,3 -5,8 6,5 Inc ome from financ ial and ins uranc e ac tivities 1.406,2 1.408,0 1.364,2 1.392,9 1.338,5 1.380,9 1.420,7 1.452,6 Net adjus tments for impairment of: -296,1 -289,1 -301,3 -307,7 -440,4 -360,0 -405,3 -304,4 -284,1 -281,5 -283,0 -307,0 -428,3 -351,0 -400,1 -286,6 -12,0 -7,6 -18,3 -0,7 -12,2 -9,0 -5,2 -17,8 Net inc ome from financ ial and ins uranc e ac tivities 1.110,1 1.118,9 1.062,9 1.085,2 898,0 1.020,9 1.015,4 1.148,2 Adminis trative expens es : -868,7 -805,2 -775,9 -806,1 -972,2 -834,0 -810,9 -840,9 a) pers onnel expens es -597,4 -537,1 -518,7 -558,1 -611,4 -567,8 -541,7 -578,7 b) other adminis trative expens es -271,4 -268,1 -257,2 -247,9 -360,8 -266,2 -269,2 -262,2 -52,3 -40,8 -42,1 -40,0 -45,6 -39,6 -39,3 -37,8 Operating expens es -921,1 -846,0 -817,9 -846,1 -1.017,8 -873,6 -850,2 -878,7 Net operating inc ome 189,0 272,9 245,0 239,1 -119,8 147,3 165,3 269,5 Net provis ions for ris ks and charges and other operating income/expens es -26,7 -32,8 -92,2 -41,5 -154,0 -30,8 -24,1 -10,8 P rofit (los s ) on equity inves tments 578,8 -7,8 -19,3 -0,2 0,3 0,1 -5,0 1,9 Integration cos ts / one-off charges -10,7 -6,1 -2,7 -27,6 -4,3 9,2 12,6 16,5 15,8 18,8 20,6 0,5 -2,3 184,2 0,0 -4,6 46,8 0,0 0,0 Profit (los s ) before tax from c ontinuing operations 730,8 223,9 324,1 210,1 -316,3 179,2 127,3 277,0 Taxes on income from current operations -73,1 -100,8 -176,8 -42,3 167,2 -74,4 -57,7 -135,5 Profit (los s ) after tax from c ontinuing operations 657,7 123,1 147,3 167,9 -149,1 104,8 69,6 141,5 -0,2 -0,5 -0,3 2,6 -0,3 -0,9 0,7 192,5 657,6 122,6 147,0 170,5 -149,4 104,0 70,3 333,9 -1,3 -1,1 1,4 -0,5 -0,9 -1,0 -2,5 -0,1 Net profit (los s ) pre PPA 656,2 121,5 148,5 169,9 -150,3 103,0 67,8 333,9 P P A (P urchas e P rice Allocation) -27,6 -25,8 -29,6 -27,7 -31,0 -33,6 -36,3 -33,3 Net profit (los s ) for the year 628,6 95,8 118,9 142,2 -181,3 69,3 31,5 300,6 a) loans b) financial as s ets Net adjus tments to tangible and intangible fixed as s ets P &L figures for branches s old G ains (los s es ) from dis pos al of inves tments P rofit (los s ) after tax from dis pos al groups held for s ale Net profit (los s ) for the period inc luding minority interes ts Net profit (los s ) attributable to minority interes ts -54,8 (1) All quarters in 2009 and the firs t two quarters in 2010 were res tated to take ac c ount of the c hanges brought about to the G roup‘s operating s c ope s ubs equent to the dives titure of bus ines s in 2010 (dis pos al of 72 branc hes of B anc a Monte dei P as c hi di S iena). Morevoer, all 2009 and 2010 quarters were rec alc ulated with the line-by-line exc lus ion of inc ome generated by MP S Monac o S am and MP S Venture S pa, whic h were res tated as ―held for s ale‖ in 2010 (– s ee s ec tion ―MP S G roup – rec las s ific ation c riteria‖) and rec las s ified under ―G ains (los s es ) from as s ets held for s ale‖. 24 REPORT ON OPERATIONS Montepaschi G roup g REC LAS S IFIED BALANC E S HEET (in EUR mln) 31/12/10 C as h and c as h equivalents C hange 31/12/09 (*) AS S ETS % abs. 2.411 1.296 1.115 86,1% 156.238 150.073 6.164 4,1% 9.710 10.328 -618 -6,0% 55.973 38.676 17.297 44,7% Rec eivables : a) Loans and advanc es to c us tomers b) Loans and advanc es to banks F inanc ial as s ets held for trading F inanc ial as s ets held to maturity 0 0 0 1,0% 908 742 165 22,3% 8.959 10.395 -1.436 -13,8% E quity inves tments Tangible and intangible fixed as s ets of whic h: 6.474 6.619 -146 -2,2% Other as s ets 10.081 13.305 -3.224 -24,2% Total assets 244.279 224.815 19.464 8,7% a) goodwill 31/12/10 C hange 31/12/09 (*) LIABILITIES % abs. P ayables a) C us tomer ac c ounts and s ec urities 158.486 152.917 5.568 3,6% 28.334 22.758 5.577 24,5% 30.383 19.481 10.902 56,0% a) P rovis ions for s taff s everanc e indemnities 287 304 -17 -5,6% b) P ens ions and other pos t retirement benefit obligations 436 458 -22 -4,8% c ) Other provis ions 882 911 -29 -3,1% 8.043 10.529 -2.485 -23,6% 17.156 17.175 -18 -0,1% -146 721 -867 n.s . c ) E quity ins truments 1.949 1.949 d) Res erves 5.900 5.766 134 2,3% e) S hare premium 3.990 4.048 -59 -1,5% f) S hare c apital 4.502 4.502 b) Depos its from banks F inanc ial liabilities held for trading P rovis ions for s pec ific us e Other liabilities G roup net equity a) Valuation res erves b) Redeemable s hares g) Treas ury s hares (-) -25 -32 7 -23,3% h) Net profit (los s ) for the year 985 220 765 n.s . Minority interes ts Total Liabilities and S hareholders' Equity 270 281 -12 -4,1% 244.279 224.815 19.464 8,7% (*) The items “Loans and advances to customers” and “Customer accounts and securities” exclude the volumes pertaining to the branches sold in the course of 2010 (72 branches of Banca Monte dei Paschi di Siena) and to the companies, MP Monaco SAM and MPS Venture, classified as held for sale at the end of 2010. The items have been reclassified under “Other assets” and “Other liabilities” respectively (see section “MPS Group – reclassification criteria”. 25 REPORT ON OPERATIONS Montepaschi G roup g REC LAS S IFIED BALANC E S HEET- Quarterly Trend (in EUR mln) 31/12/10 30/09/10 (*) AS S ETS C as h and c as h equivalents 30/06/10 (*) 31/03/10 (*) 31/12/09 (*) 30/09/09 (*) 30/06/09 (*) 31/03/09 (*) 2.411 724 853 781 1.296 682 798 860 156.238 152.704 152.850 148.457 150.073 143.866 142.775 142.374 9.710 12.606 13.662 10.474 10.328 13.401 13.017 11.935 55.973 54.691 58.752 47.855 38.676 38.749 32.707 28.946 0 0 0 0 0 0 0 0 908 774 732 759 742 725 721 597 8.959 10.179 10.201 10.374 10.395 10.428 10.468 10.489 Rec eivables : a) Loans and advanc es to c us tomers b) Loans and advanc es to banks F inanc ial as s ets held for trading F inanc ial as s ets held to maturity E quity inves tments Tangible and intangible fixed as s ets of whic h: 6.474 6.474 6.474 6.619 6.619 6.648 6.670 6.670 Other as s ets a) goodwill 10.081 10.845 10.518 11.601 13.305 11.210 11.577 12.419 Total assets 244.279 242.522 247.567 230.301 224.815 219.061 212.062 207.621 31/12/10 30/09/10 (*) LIABILITIES 30/06/10 (*) 31/03/10 (*) 31/12/09 (*) 30/09/09 (*) 30/06/09 (*) 31/03/09 (*) P ayables a) C us tomer ac c ounts and s ec urities 158.486 154.673 157.980 152.670 152.917 153.218 145.048 136.748 28.334 29.626 28.593 25.628 22.758 19.294 21.826 23.395 30.383 29.474 33.210 23.188 19.481 20.674 18.710 20.609 a) P rovis ions for s taff s everanc e indemnities 287 293 298 304 304 340 347 504 b) P ens ions and other pos t retirement benefit obligations 436 449 450 459 458 456 441 436 c ) Other provis ions 882 964 962 920 911 888 886 910 8.043 10.377 9.459 9.684 10.529 8.522 9.407 9.720 17.156 16.397 16.345 17.167 17.175 15.391 15.124 15.019 -146 -287 -219 580 721 646 513 303 c ) E quity ins truments 1.949 1.949 1.949 1.949 1.949 52 47 47 d) Res erves 5.900 5.904 5.903 5.986 5.766 5.789 5.768 5.857 e) S hare premium 3.990 3.990 3.996 4.048 4.048 4.041 4.035 4.094 f) S hare c apital 4.502 4.502 4.502 4.502 4.502 4.487 4.487 4.487 g) Treas ury s hares (-) -25 -18 -49 -40 -32 -25 -57 -70 h) Net profit (los s ) for the year 985 357 261 142 220 401 332 301 b) Depos its from banks F inanc ial liabilities held for trading P rovis ions for s pec ific us e Other liabilities G roup C ompanies a) Valuation res erves b) Redeemable s hares Minority interes ts Total Liabilities and S hareholders' Equity 270 267 270 282 281 280 273 279 244.279 242.522 247.567 230.301 224.815 219.061 212.062 207.621 (*) The items ―Loans and advanc es to c us tomers ‖ and ―Cus tomer ac c ounts and s ec urities ‖ exc lude the volumes pertaining to the branc hes s old in the c ours e of 2010 (72 branc hes of Banc a Monte dei Pas c hi di S iena) and to the c ompanies , MP Monac o S AM and MPS V enture, c las s ified as held for s ale at the end of 2010. The items have been rec las s ified under ―Other as s ets ‖ and ―Other liabilities ‖ res pec tively (s ee s ec tion ―MPS Group – rec las s ific ation c riteria‖. 26 REPORT ON OPERATIONS NON-FINANCIAL KPIs To optimise the management of non-financial components - also in terms of corporate social responsibility - in company activities having significant impact on the Group's sustainable financial performance in both the mid and long term, 2010 saw the development of a specific system of measurement known as the "Sustainability Tree", which will gradually be integrated into the core processes of planning, control and reporting. Below are some of the key indicators included in the Sustainability Tree that are already subject to monitoring: Objectives Performance indicators 2010 employee perception index (scale 20-100) HUMAN RESOURCES CUSTOMERS SOCIETY 69,2 65,2 1 turnover (%) 0,36 0,45 absenteeism rate2 3,88 3,95 training per employee (hours) 48,0 36,0 women executives-managers (%) 35,1 33,8 female employees (%) 44,5 44,2 care score index (scale 20-100) 65,9 62,8 retention (%) 95,3 94,1 acquisition (%) 5,7 5,8 microcredits (no.) 711 312 migrant banking (customers %) 5,2 4,7 43,6 46,4 4,9 4,7 1,56 1,63 833 1.198 67 62 3 social aid (EUR mln) supplier sustainability rating (scale 1-10) energy consumption (TEP – Ton of Equivalent Petroleum) per capita 4 CO2 emission per capita (kg) ENVIRONMENT 2009 paper5 per capita (kg) 6 green purchases (%) financing for energy and environment (millions of euro) (1) Turno ver: ratio between the number o f vo luntary o utflo ws and to tal headco unt (2) A bsenteeism rate:days o f absence due to sickness and accidents o ut o f average annual wo rking daysi (3) So cial aid: includes so cial-purpo se co ntributio ns in the fo rm o f do natio ns and spo nso rships (4) CO2 Emissio ns: includes greenho use gas emissio ns under “ sco pe 1” and “ sco pe 2” acco rding to the Internatio nal classificatio n,GHG P ro to co l. (5) P aper co nsumptio n: the figure do es no t include paper used fo r custo mer-co mmunicatio n (6) Green purchases: percentage o f to tal co sts fo r supplies relating to the pro curement o f pro ducts and services with lo w enviro nmental impact. 27 4 4 1.031 379 REPORT ON OPERATIONS MACROECONOMIC AND BANKING SCENARIO MACROECONOMIC TRENDS 2010 was characterised by a general economic recovery for both the mature economies as well as for the emerging countries, driven by the strong revival of global foreign trade, whose positive trend already seen in the last quarter of 2009- continued in 2010 also. The road to growth, however, remains uncertain and, as evidenced by IMF's recent World Economic Outlook, while good economic recovery was registered in 2010, a slowdown in world economic growth is anticipated for 2011, owing to several critical factors which continue to effect recovery. Nevertheless, the IMF significantly raised its previous forecasts for GDP in 2011, especially as regards the United States and Germany. Preliminary data from a detailed study of GDP trends in different geographical areas worldwide, pointed to an 2009 2010 2011 estimated US growth in 2010 of +2.8% YoY, with a World -0,6% 5,0% 4,4% Advanced Economies -3,4% 3,0% 2,5% more pronounced recovery in the second half of the Germany -4,7% 3,6% 2,2% year. Nonetheless, US recovery remains uncertain and France -2,5% 1,6% 1,6% below that estimated by the Chairman of the Federal Italy -5,0% 1,0% 1,0% Eurozone -4,1% 1,8% 1,5% Reserve, Mr. Bernanke, as a result of the persisting Usa -2,6% 2,8% 3,0% tension in the job market (the US unemployment rate in Japan -6,3% 4,3% 1,6% 2010 climbed to over 9.6%), difficulties in the property Emerging Economies 2,6% 7,1% 6,5% sector and federal debt. The IMF has revised upwards China 9,2% 10,3% 9,6% India 5,7% 9,7% 8,4% its projections for US growth in 2011, but has Source: FMI WEO Update, January 2011 lowered those for 2012. From the viewpoint of industrial production, after the sharp rise experienced in the first half of the year, the level of industrial production stabilised in the second half of 2010 and equipment utilisation picked up, returning above the 75% threshold in the second half of the year. Inflation remained under control (the US consumer price index climbed back to 1.5% YoY). GROWTH RATES IN THE LEADING ECONOMIES (GDP Y/Y) Projections Despite signs of economic improvement for the US in the second half of the year, the FED continued to keep interest rates unchanged (interest rate on Fed Funds still between 0% and 0.25%) confirming the use of unconventional monetary policy to stimulate the economy (ie. quantitative easing, consisting in a massive asset purchase program of $600 bln), at least up to the first half of 2011. China continues to lead among the emerging countries (with India following suite at a steady pace) with a growth rate of 10.3% in 2010, driven by exports which, despite a slight slowdown, continue to climb (Chinese export as at December +17.9%). In addition to the new reforms launched at the start of the year to stimulate consumption, the Chinese government also granted greater flexibility of the yuan against the dollar by abandoning its fixed exchange rate policy; this action, however, does not appear to have been sufficient and pressure is increasing on the Beijing government to devalue the national currency. Chinese inflation is cause for concern (with CPI rising to +4.6% YoY as at December 2010) and it is possible that shortly Beijing will decide to tighten interest rates. Monetary authorities have intervened several times to try and control the surge in prices, both by raising the bank reserve requirement ratio and introducing new taxes on real estate. Results, however, were poor. Growth in the Euro area remained steady with IMF confirming a +1.8% climb in GDP for 2010, though, for the future, it also predicted a "considerably long period" of growth without any particular surges. In the first eleven months of 2010, industrial production grew by approx. 7% YoY, with new orders continuing to pick up in the Euro area, increasing by +19.9% YoY. Leading indicators report a positive outlook for 2011 too; retail sales, however, remained weak. Economic growth continued to be affected by the delicate situation of the peripheral countries (particularly Portugal, Greece and Ireland) where the risk premium grew significantly in the latter part of 2010. Unemployment remained high -almost consistently at 10% in the last 9 months of the year- while in the latter part of 2010, inflation rose to 2.4% YoY owing to the surge in energy prices. According to the IMF, Italy’s GDP growth for 2010 should stand at around +1% despite the slowdown in production in the latter part of the year, highlighted by the fall in industrial orders and the lower-thanexpected recovery in industrial production. Nevertheless, leading indicators suggest a certain degree of stability for 2011 although the service sector continues to suffer (with the Purchasing Managers Index for services in December back to the 50bp threshold for the first time since July 2010). A mild recovery was recorded for household spending in the latter part of the year. However, consumer confidence remained 28 REPORT ON OPERATIONS fragile. Inflation was on the rise with HICP standing at +2.1% YoY as at December, while youth unemployment rate remained at a persistently high level throughout 2010, striking a record peak of 29% in December. Throughout 2010, the ECB continued to reassert the appropriateness of the 1% benchmark interest rate stating that inflation is in line with mid-term price stability. Although economic recovery in the Euro area continued, in the second half of 2010, a ―positive moment‖ (owing to the improvement in global trade), prompted the Chairman of the ECB Mr. Trichet to confirm that the situation continues to be uncertain, thus monetary policy remains accommodative and non-conventional measures (full allotment auctions, bond buy-back programmes), though transitional, are to continue as planned. In the initial months of 2011 attention will focus on the actions by Euroland's Heads of State and Government, called upon to approve a comprehensive package of measures to prevent sovereign debt crisis (not only is the implementation of the current European Financial Stability Facility being studied, but also a reform of Eurozone governance), as well as a new round of bank stress tests. A further destabilising factor at international level may be the recent crisis in Egypt. In the money market, at the end of 2010 interest rates on key maturities experienced a slight fall although the trend since the beginning of the year continued to rise. As for yields, the year saw a shift in investments towards countries deemed more solvent by the market, a factor which, in the summer months, drove the German 10-year benchmark yield down to a minimum (2.11%). In contrast, yields started to rise again in the latter part of the year subsequent to the growing need for funding of the "core" countries. Pressure on interest rates was felt across all maturities with trends undergoing no significant changes. US Benchmark Yield Curve Euro Benchmarks Yield Curve 5 4 4 3 3 2 2 1 1 0 0 3m 6m 1y 2y Usa 12/31/10 3y 5y 7y 10y 30y 3m 6m 1y 2y 3y 4y 5y Euro 12/31/10 Usa 12/31/09 6y 7y 8y 9y 10y 20y 30y Euro 12/31/09 The major stock markets experienced a significant drop in the first half of 2010 following the rally at the end of 2009, but showed a decisive upturn in the second half of the year (from 31 December 2009 to the end of 2010 Nikkei -3%, Dow Jones +10%, S&P 500 +11%, Dax over +15%). A less brilliant performance was recorded for the peripheral European markets, which continued to be affected by the deterioration in risk indicators as a result of high public deficits, fears that the austerity plans may undermine global economic recovery and uncertainties regarding the well-being of European banking institutes which, moreover, will have to come to terms with the new capital requirements (Basel III). The Italian stock market was affected by this scenario due to the exceptional weight of the banking segment (FTSE MIB fell 13% in the year). Spreads on government bond yields compared to the German ten-year benchmark and CDS prices increased for all peripheral countries in the latter part of 2010. In the currencies market, after the upturn for the dollar in the first half of 2010, the euro regained ground against the greenback, climbing to $1.33 at the end of the year. Despite the Bank of Japan's attempts to moderate the Yen, the Japanese currency continued to appreciate against both the euro and the dollar. Pressure is still being exerted on the Beijing government for it to intervene and devalue the yuan. BANKING In 2010, opposing trends were recorded for direct funding and lending, with a gradual loss in momentum for the former and a rise for the latter. Total deposits were down, reflecting the slow 29 REPORT ON OPERATIONS improvement in disposable income, the falling saving propensity of households and a negative financial balance for businesses, all of which translated into an upturn in the demand for credit. Following the decline in the 1st half of the year, bank rates bounced back slightly in the second although average unit margins for the year shrunk as compared to 2009; overall profitability for the banking system did not improve. The trend in direct funding slumped from +8% for the year at the end of 2009 to +2.8%, mainly reflecting the performance of bonds whose volumes, after several years of significant growth (+10.7% in 2009), dipped by over 10 bln (-1.5% for the year) partly owing to the high amounts of maturing bonds. Against this background, other deposits continued to hold firm, though they revealed a sharp decline in current accounts on the one hand (from +11% at the end of 2009 to -2%) and, on the other, a considerable increase in repurchase agreements, which almost doubled mainly on the back of transactions with institutional counterparties. The Montepaschi Group's market share in direct funding confirms the positive evidence seen, standing at 7.88% as at December 2010 (from 7.18% at the end of Banking industry: Loans and direct funding 2009). annual change (%) at end of period The slowdown in direct funding was offset by assets under management (mutual funds, 6 8 retail managed accounts and life insurance policies): from net inflows of 28 bln in 2009, the 2010 result is estimated at well above 40 bln. 4 6 Despite a slowdown in the final months of 2010, growth in bancassurance continued as a result of 2 4 the exceptionally bright start to the year. Moreover, a reversal of the negative trend was 0 2 observed for both funds (1 bln in cumulative net dec-09 mar-10 jun-10 sept 10 dec 10 funds) and assets under management which, in addition to positive flows for over 3 bln, saw an increase in inventories that exceeded 8%. A positive performance was also registered for assets under custody (+8% as at September) where, in addition to stable equity investments, there was an increase in the purchase of bonds issued by public and private entities. 8 10 Loans Direct funding After a four-year long negative performance, mutual funds finally saw positive net inflows, even though they came to just over one bln euro. The result is the consequence of a renewed interest in equity, flexible and balanced products, which recorded flows of almost +10 bln, as well as a shift (with a negative net effect of over 6 bln) from liquidity funds towards bonds. Assets under management increased by over 5% for the year, reflecting a positive performance overall, especially for equity investments (+12.3%). The market share for Group-distributed products (as at September) stood at over 4.8%. As at November, the new gross production of bancassurance life policies exceeded 47 bln, with an increase of 15% for the year. The result can be attributed to the upturn in unit-linked products, driven by the pursuit of higher yields on risk free interest rates, the innovation in product range, and by the increase in multi-branch products. Premiums on traditional policies remained more or less stable (amounting to approx. 70% of the market), held back by safe but low returns, while a sharp drop was experienced for index-linked products, offered by very few market participants, partly as a result of burdensome regulatory requirements. In 2010, the market share for the new AXA-MPS joint venture came to 7.5%, in line with the 2009 figure. The trend in bank lending showed gradual signs of improvement as of the second quarter 2010, reaching a growth rate of over 4% for the year in the closing quarter (from +2% at the end of 2009). Growth momentum was more dynamic than in the Euro area where the increase in bank loans stood at +2.9% (as at November), despite a more distinctive recovery in the real economy. Loans to the manufacturing sectors (non-financial companies and family-owned businesses) particularly boosted these developments; after the drop at the start of the year (approx. -3%), they were back on the road to recovery in the second half of 2010. The rise in demand from businesses was generally due to liquidity and debt restructuring needs and only partially due to the demand for funds for industrial investments. Demand for loans from consumer households remained high, driven by home mortgages (at around a steady 8% in the course of the year), reflecting the signs of recovery for real estate purchases, low interest rates and the introduction of some recent regulatory actions (such as 30 REPORT ON OPERATIONS mortgage portability and the suspension of installment repayments) though partly held back by the decline in demand for consumer credit. The Group’s market share came to approx. 7.8%, substantially stable compared to figures at the start of the year. Credit quality continued to be affected by the difficult economic scenario. According to the latest figures by the Bank of Italy, the rate of impairment in the course of the year showed an upward trend, standing at levels similar to 2009, ie. approx. 2%, in the third quarter of 2010. A very limited rise was recorded for non-financial businesses (whose share of temporary bad debt also remained high, at around 5.7% of total loans) whereas there was greater increase for financial businesses. The inventory of NPLs registered a sharp rise compared to the previous year (+31.6%), though there was some improvement on the trend seen in 2009 (as at 31/12/2009 +38.2% on 31/12/2008). A further breakdown reveals that NPLS from consumer households were substantially stable (at around +37% since the end of 2009), whereas those from non-financial businesses Retail and Corporate Interest rates - % experienced a slowdown (from +42.9% to 4,5 1,8 +31.5%). The "net NPLs/total loans" ratio, Active (left hand scale) which stood at around 2% at the start of the Funding (right hand scale) year, climbed to 2.4% since the stock of NPLS was significantly greater than that of loans. 4 Given the stability of the policy rate at 1% and the rise in money market rates, with the 13,5 month Euribor in December standing at higher levels than those registered at the end of 2009 (0.78% against 0.48%), bank interest rates (source: Italian Banking Association, ABI) 3 1 dec-09 mar-10 jun-10 sept 10 dec 10 dropped in the first half of the year (combined with a stable Euribor) though subsequently registered a slight rebound. The average interest rate on loans closed the year losing 12 bp against the level in December 2009; the decline has benefitted both businesses and households. A similar fall was also seen for interest rates on direct funding (-11 bp), mainly the result of the shift in funding mix owing to the decline in its more costly component, ie. that of bonds. The mark-up (measured on active current accounts and 1-month euribor) dropped below 4% (from 4.2% at the end of 2009), while the mark-down grew from 0.16% to above 0.4%. 1,4 The income statement primarily reflects falling average margins for the year (approx. -20 bps circa) and volumes from traditional activities with limited growth. This led to a sharp fall in net interest income (7.6% according to consensus data), accompanied by only limited changes in net revenue and operating costs. Value adjustments and write-downs on loans were down by over 10%, but accounted for approximately half of operating income. Improvement in overall profitability is not expected. 31 REPORT ON OPERATIONS Economic and social trends Over several years now, a number of important patterns and trends have emerged, impacting not only the social and economic fabric, but also the operations of banks in terms of organisational structure and product range adjustment. In particular, demographics point to a growth in population accompanied by an increase in senior citizens and foreigners. Indeed, 2010 saw a rise in the population residing in Italy to over 60.6 mln; a 6.5% increase since the beginning of the century. This growth is ascribable to a negative natural balance and to the decisive contribution by the migration influx; foreign nationals have more than trebled in absolute terms compared to 2000, accounting for 7.5% of the population (2.4% in 2001). The number of citizens over the age of 64 has seen an increase from 18.4% to 20.3% in the past ten years, against a decline in the working-age population (15-64 years) which has fallen from 67.3% to 65.7%. Aging of the population exerts increasing pressure on public spending with a potentially strong impact on the balance of pension schemes and social protection in general; this gives growing importance to private pension funds and personal protection insurance products. Immigrants contribute 11% to GDP (estimated by the Association of Italian Chambers of Commerce, Unioncamere) and have a predominant role that complements that of Italian workers. Their contribution to total employment is increasing (from 6.8% in 2007 to 9.5% in the third quarter of 2010) as is their absolute value (currently exceeding 2.1 mln individuals). They have also increasingly shifted towards selfemployment and entrepreneurship; in 2010, the new companies set up by them accounted for 21% of total fledgling companies for the year, while active companies managed by immigrants make up around 4%. The relationship between the immigrants and the banking system has also grown to provide a comprehensive and easily accessible service accompanied by a wider range of products. In 2010, the decline in the employment rate registered in the previous year (-1.8%) was not repeated and employment levels remained more or less stable; the unemployment rate however grew from 8.4% to 8.6%. The number of hours paid out of the "Cassa Integrazione Guadagni" (temporary layoff scheme) increased by approximately 30%, despite clear signs of reduction in the second half of the year; in terms of full-time equivalents and taking account of extraordinary redundancy benefits too, this saw the involvement of around 350 thousand people. In addition to the reduction in full-time employment (-3.8%), one of the distinctive features of this recession has also been the decline in youth employment, a segment in which unemployment has soared to 26%. This, in addition to highlighting Italy's poor performance when it comes to the financial independence of young people, runs the risk of depleting society's main source of innovation and vitality. The job market scenario and the decline in consumption (-1.7% between 2007 and 2010), point to the economic hardship of Italian families in 61,0% 4,2 Italy these years of recession and reflect the sluggish 75,0% 2,9 France 150,0% 2,7 Uk recovery. In the 2009-2010 period, disposable 91,0% 3,0 Germany income suffered a loss of over 3% in real terms; 125,0% 3,1 Usa Source: ABI, Ocse financial wealth remained more or less stable. The Housing Affordability Index increased to 6.5% (from 3% in Q3 2008), a level still well below alarming (30%), with over 2 mln families spending more than 40% of their income on homes. However, certain elements remain, which keep the sector relatively strong when compared to other countries. The debt-to-disposable income ratio stood at 61%, below that of other countries (see Table). The financial assets-liabilities ratio was approximately 4, having declined over the decade (it was over 5 in 2002); the value of homes owned exceeds that of financial assets by nearly 40%. Against this backdrop and in consultation with the Government and the Italian Banking Association, various initiatives and products were launched by the banks to cushion the impact of the economic crisis on the economic and financial situations of households. FAMILIES FINANCIAL CONDITION Debt/Disposable Assets/Liabilities income financial Another significant factor is the development of renewable energy (wind, biomass and photovoltaic), fuelled by EU resolutions and the increasingly widespread belief that making a contribution to the environment is important. In Italy, the national energy balance (Ministry of Economy, 2009) is based on oil (47.4% of total loans), followed by diesel (29.6%) and electrical energy (18.7%); renewable energy accounts for 2.8% on a stand-alone basis and 3.7% as a sourceof electricity(approx. 20% comes from renewable sources). This value contributes to the goal set by the EU in terms of renewable energy share of total energy consumption: 17% by 2020. In order to meet this objective, in 2010 the Ministry of 32 REPORT ON OPERATIONS Economic Development set out a National Action Plan which focuses on a significant increase in renewable energy consumption and energy efficiency. The support of banks is crucial to the development of renewable energy and is provided through traditional credit facilities and innovative corporate finance products. The use of new technologies to communicate, receive information and boost work efficiency is changing the behaviours and habits of day-to-day life. Compared to 2009, the share of households accessing Internet has increased (59%) as has that of households with broadband connection(49%), although figures remain below the European average(70% and 61% respectively). The network is used by approximately 70% of users to communicate, via e-mail, and to read and search for information on goods and services; the proportion of users who connect to social network sites is also of significance (45%), while around 30% use on-line banking services. Over a quarter of users purchase goods and services on-line (16% in 2005), with above average percentages for travel and accommodation and for the purchase of books and magazines. The role of the internet in the future will ultimately depend on the resolution of security issues and on whether content is completely free of charge. THE REGULATORY FRAMEWORK In 2010, both the government and the banking system continued to promote initiatives aimed at combating the crisis and relaunching and supporting the economy. At banking system level, one of the main initiatives for households involved the possibility of suspending payment of mortgage instalments on the acquisition of a first home in the presence of a “critical” event: job loss, temporary layoff, death or no self-sufficiency. Following the ―Plan for Households‖, extended to 31 July 2011, mortgage loans suspended by banks amounted to approximately 4.5 bln (outstanding debt) and involved over 35 thousand households. As for businesses, the grace period on debt of SMEs was also extended to 31 July 2011 with two important novelties: with regard to existing loans, for customers who had already used the grace period, the option to restructure was given with a two to three year extension on the mortgage loan and smaller installments (under slightly different terms and conditions depending on whether the loan is unsecured or asset-backed); the possibility of hedging interest rate risk through the use of derivative instruments, which should allow those companies who have taken out a variable-rate mortgage to switch to a capped rate mortgage. The number of approvals given to companies exceeded 183,000 for suspended debt repayments of over 55 bln. Industrial policy initiatives reasserted the Government focus on the organisational model of ―corporate networking‖, considering it as a tool that, in times of recovery, may stand out as a major driver. The context sets the backdrop for the "network contract" regulatory framework introduced in July 2009 (l. 99/2009) and governed by the summer 2010 budget law which led to further progress in the potential of the instrument through tax incentives and its extension to individual entrepreneurs and partnerships. Relations between banks and households/businesses also benefitted from the enactment of the provision issued by the Bank of Italy on 1 January 2010 on ―Transparency in banking and financial services and transactions and fairness in relationships between intermediaries and customers‖. The new framework aims to foster competitiveness in the banking and financial markets. The main novelties introduced include: disclosure and information (through documents publicising the main rights of clients); the Synthetic Cost Ratio for current accounts (which banks must report in documents for customers), which is in addition to similar, already-existing indices, for consumer loans and mortgages; regular information (through statements and periodic summaries); organisational requirements (through customer profiling and classification); the use of documentation on transparency in the marketing phase of banking products. Specific transparency standards for the provision of payment services were adopted on 1 March with Legislative decree 11/2010, which implemented EU directive 2007/64/EC on Payment Services (PSD) . These involve the single identification code, which the banking system has decided will correspond to the IBAN, reduction of time needed for payment transactions as well as the immediate availability of sums transferred; with reference to the latter, the PSD grants an extension to banks whereby, until 2012, they may lengthen transfer time by up to 3 days (4 in the event of paper-based transfers). Moreover, as of 1 March 2010 new rules were applied to money transfers and (debit, credit and pre-paid) card transactions and as of 5 July 2010 the rules were also extended to portfolio and collection services (cash orders (Ri.Ba), direct debit transactions (RID), payments against notice (MAV), bank and post payment slips). 33 REPORT ON OPERATIONS Other measures introduced include legislative decree 141 of 13 August on consumer credit, which implements the European Directive 2008/48/EC, conceived of to encourage cross-border financial offers while strengthening information transparency and consumer protection. The legislative decree also promoted a review of the standards for financial intermediaries, some corrections regarding the portability of mortgages and more stringent requirements of integrity, solvency and competence for agents and brokers. The various provisions of the regulatory framework will come into force at different time intervals. 2010 also saw the continuation of the extensive financial regulatory reform process, aimed at limiting the impact of the crisis and establishing the mechanisms to reduce the likelihood of similar situations recurring in the future. In December, the review of prudential requirements for banks by the Basel Committee was completed and, on 1 January 2011, the new structure of financial supervision in Europe came into effect. At the end of 2010, following completion of the consultation phase, the Basel Committee published the definitive documents on the new banking regulations (Basel 3). The new rules include: a qualitative and quantitative increase in minimum capital requirements, the imposition of liquidity requirements, the introduction of a ceiling on financial leverage, the creation of anti-cyclical buffers, an increase in capital requirements to cover market risk. The aim of the new capital requirements and the introduction of new capital buffers, is to ensure that banks are able to withstand periods of economic and financial stress as well as support economic growth. The new parameters (proposal to increase Common Equity9 Tier 1 to 4.5%, a capital conservation buffer by a further 2.50%, Tier 1 ratio to 6%, Total Capital - including the capital conservation buffer - to 10.50%) will be fully operational as of no earlier than 2019. A period of so-called ―grandfathering‖ has also been set, during which the eligibility of all instruments currently included in Regulatory Capital will be maintained. Once steady-state has been reached, they will no longer be part of Common Equity and Tier 1/Tier 2 Capital according to the new definitions adopted. The transitional arrangements provided by the new regulation, effective from 2013 to 2019, will enable banks to gradually meet the new standards while, at the same time, support economic recovery. The document published by the Basel Committee in December 2010 more precisely defines, among other things, the elements that make up the three items of regulatory capital (common equity, tier 1 and tier 2) and confirms the major provisions of Basel 2, designed to contain the absorption of capital on loans issued to SMEs. The recent changes in legislation (the Milleproroghe Decree) transforming Deferred Tax Assets (DTAs) – an item considered deductable from primary quality capital under the new Basel 3 standards – into tax credits, had the aim of reducing the differences in treatment between the various international systems and drawing a benefit in terms of future capital ratios for the Italian banking system. The European banking law was also consolidated further - starting from the supervisory institutional structures - with the objective of strengthening the practices of coordination and cooperation. The new European Supervisory framework, effective as of early 2011, is based on two key elements: a European Systemic Risk Board (ESRB) and a European System for Financial Supervision (ESFS), under which - in addition to ESRB - are three distinctive supervisory authorities, for banks (European Banking Authority, EBA), insurance (European Insurance and Occupational Pensions Authority, EIOPA) and security markets (European Securities and Markets Authority, ESMA) which bring together the supervisory leaders of the different EU countries for the respective sectors. ESRB is responsible for analysing the European financial system, reporting any threat to financial stability and providing recommendations on policies aimed at containing these risks. The recommendations are not legally binding in nature but can be be made public. National and European authorities to whom these recommendations are addressed will have to report on any related actions undertaken according to the “act or explain” principle. The powers of the new prudential authorities (EBA, EIOPA and ESMA) are particularly extensive: develop binding technical rules, directly applicable across the European Union; take decisions (similarly binding) to resolve disputes among national authorities; ask national authorities to adopt measures for coping with emergency situations threatening financial stability; intervene in cases of incorrect application of European rules. Book value of a company‘s equity calculated by excluding capital instruments other than common stock minus Basel 3 deductions intangibles, etc.). 9 34 (e.g. goodwill, other REPORT ON OPERATIONS MAJOR EVENTS IN 2010 Below is a summary of the more significant events of the Montepaschi Group in 2010: - on 10 February 2010 AXA and Banca Monte dei Paschi di Siena extended their bancassurance agreement to the distribution network comprising 1,000 former Banca Antonveneta branches. - 15 February 2010 saw the early redemption of the securitisation transaction, ―Siena Mortgages 02-3 S.r.l.‖, named after the vehicle company used in the sale of the multi-originator portfolio, consisting in performing mortgage loans, secured by first mortgages on residential properties. - On 16 April 2010 the deed of merger by absorption of Banca Personale SpA into Banca Monte dei Paschi di Siena SpA was signed with all accounting/fiscal implications effective as of 1 January 2010. The transaction was in execution of the resolutions of Banca Monte dei Paschi di Siena SpA‘s Shareholders‘ Meeting of 29 March 2010 and Banca Personale SpA‘s Shareholders‘ Meetings of 26 March 2010. - On 28 May 2010 Banca Monte dei Paschi di Siena and the CA.RI.GE. Group signed the final agreement for divestiture of banking business (22 branches of Banca Monte dei Paschi di Siena) to the CA.RI.GE. Group with legal effect as of 31 May 2010. - In May MPS SIM SPA, Antenore SpA and Theano SpA were merged by absorption by and into Banca Monte dei Paschi di Siena SpA, with tax and accounting implications effective as of 1 January 2010, in execution of the resolutions by Shareholders' Meetings of Banca Monte dei Paschi di Siena SpA held on 29 March 2010. - On 11 June 2010 Banca Monte dei Paschi di Siena and the Intesa-San Paolo Group signed the final agreement for business divestiture (50 branches of Banca Monte dei Paschi di Siena) to the CA.RI.GE. Group with legal effect as of 14 June 2010. - On 22 June 2010 Banca Monte dei Paschi di Siena successfully finalised an inaugural issue of covered bonds in the Eurobond market as part of the EUR 10 bln programme backed by residential mortgage loans of the Montepaschi Group. The 5-year fixed rate EUR 1 bln offering is targeted to professional investors and international intermediaries. - In June Ulisse SPA and Siena Mortgages 00-1 SpA were merged by absorption by and into Banca Monte dei Paschi di Siena SpA, with tax and accounting implications effective as of 1 January 2010, in execution of the resolutions by Shareholders' Meeting of Banca Monte dei Paschi di Siena SpA held on 29 March 2010. - In response to the decision taken by the Italian Banking Association to extend ―Joint Notice" initiatives, on 14 July 2010 the Montepaschi Group confirmed its "Support package for SMEs" until 31 January 2011 (for details of products in the package, see chapter on ― Segment Reporting‖). - On 23 July 2010 the results of the ―Stress Tests‖ were disclosed. The tests were mandated by the Economic and Financial Affairs Council (ECOFIN) and coordinated by the Committee of European Banking Supervisors (CEBS) in collaboration with the European Central Bank (ECB), national supervisory authorities and the European Commission, to assess the resilience of the European banking system and the banks‘ ability to absorb any further potential credit and market risk shocks, including sovereign debt risk. The exercise was conducted individually on a sample of 91 EU banks in 20 member states, representing at least 50% of the total consolidated assets of the national banking sector in each of the 27 member states and using (baseline and adverse) macroeconomic scenarios for 2010 and 2011, which were developed in close cooperation with the ECB and EU Commission. According to the Montepaschi Group, the outcome of the ―Stress Test― highlighted that, under the shock conditions assumed to occur in the adverse scenario, the estimated (consolidated) Tier1 ratio would be 6.8% in 2011, compared to 7.5 as at the end of 2009. An additional sovereign risk scenario would have a further impact of 0.6 percentage points on the estimated Tier 1 capital ratio, bringing it to 6.2% at the end of 2011, compared with the CRD regulatory minimum of 4%. The ―Stress Test‖ results determine a buffer of Tier 1 of EUR 235 mln as against the 6% threshold agreed upon for stress test purposes only. It is confirmed that the Montepaschi Group passed the stress test exercise even under test conditions that were detrimental to the Group‘s asset structure, as they were simulated on the basis of a particularly negative scenario, reflective of the 5.1% GDP decline in 2009. The Bank confirms its commitment to improving profit from continuing operations, maintaining risk levels under stringent 35 REPORT ON OPERATIONS control and further rationalising current equity investments, consistently with its business strategy, with a view to further optimising the capital position achieved. 10 - On 30 July 2010 Standard & Poor‘s Ratings Services assigned an ABOVE AVERAGE ranking to MPS Gestione Crediti Banca SpA as special servicer on residential and commercial mortgage loans in Italy. The outlook is stable. - On 18 August 2010 Fitch Ratings raised its rating of MPS Gestione Crediti Banca as Italian special servicer on residential and commercial mortgage loans as follows: o Rating for ―Special Servicer on residential mortgage loans in Italy‖: from ‗RSS2-‗ to ‗RSS2‘; o Rating for ―Special Servicer on commercial mortgage loans in Italy‖: from ‗CSS2-‗ to ‗CSS2‘; - On 31 August 2010 the extraordinary shareholders‘ meeting of Biverbanca approved the acquisition of 13 former Antonveneta branches in the provinces of Novara, Verbania, Turin and Alessandria. The new Biverbanca-branded branches became operational in October 2010 with an expansion of the distribution units by approx. 12%, thus providing a more comprehensive service to households and businesses in Piedmont. - On 3 September 2010 Banca Monte dei Paschi di Siena priced a new issue of 10-year, fixed-rate subordinated liabilities (Subordinated Lower Tier II Notes) for the nominal amount of EUR 500 mln. MPS Capital Services, Credit Agricole-CIB, Goldman Sachs International and Société Génerale were mandated as the Lead managers and Joint-bookrunners in the transaction, which was intended to replace maturing debt in 2010. The notes were assigned a subordinated rating of A2/BBB+/A- by Moody‘s, S&Poor‘s and Fitch respectively. - On 14 September 2010 Banca Monte dei Paschi di Siena successfully completed the issue of covered bonds targeted to the Euromarket, the second issue as part of the EUR 10 bln programme announced at the end of June and entirely backed by residential mortgage loans of the Montepaschi Group. The transaction, for a total of EUR 1.25 bln has a 3-year maturity, pays a fixed-rate coupon and is targeted at qualified institutional investors and financial intermediaries. The placement of the transaction was managed by Credit Suisse, Deutsche Bank, MPS Capital Services, RBS and SG CIB as Joint Lead Managers and Book Runners. The transaction is the second covered bond placement by Banca Monte dei Paschi di Siena and confirms the bank‘s continued adeptness to place benchmark-sized covered bond issues. - On 21 September 2010, the Fitch Rating Agency revised its long and short-term rating of Banca Monte dei Paschi di Siena S.p.A. from "A/F1" to "A-/F2". The outlook is confirmed as stable. - On 20 October 2010 Moody‘s Investor Services modified its long-term deposit rating of Banca Monte dei Paschi di Siena SpA from A1 to A2 and the BFSR from C- to D+. The short-term deposit rating (P-1) was confirmed. The outlook is stable. - On 4 November 2010 Consob, the Italian Securities and Exchange Commission, authorised Banca dei Paschi di Siena to publish the prospectus for the public offer of over EUR 1.5 bln worth of asset-backed securities for issue on 22 December 2010 by Casaforte S.r.l., a loan securitisation vehicle incorporated pursuant to Italian Securitisation Law no. 130/99. The securitisation also involves the issuance of two subordinated classes of securities targeting qualified professional investors. The creditworthiness of securities offered to the public was examined by Fitch Ratings, which assigned an expected rating - in line with that of Banca Monte dei Paschi di Siena - of A-. - On 3 December 2010 the extraordinary shareholders' meeting of Banca Monte dei Paschi di Siena S.p.A. approved the mergers by absorption of Paschi Gestioni Immobiliari S.p.A. and MPS Investments S.p.A. into Banca Monte dei Paschi di Siena S.p.A., as well as the partial demerger of MPS Immobiliare S.p.A. to Banca Monte dei Paschi di Siena S.p.A. and Banca Antonveneta S.p.A.10. - On 30 December 2010 Banca Monte dei Paschi di Siena, Banca Popolare di Milano and Clessidra Sgr, on behalf of the Clessidra Capital Partners II Fund, (the ―Partners‖) announced the closing of the transaction, previously announced on 29 October after the parties signed an agreement leading to the birth of the largest independent player in the asset management sector in Italy, with more than 40 billion assets under management. The Partners settled all details and closed the agreement after obtaining the approval of the relevant supervisory authorities on Tuesday 28 December. Prima sgr and Although these companies are related-parties to Banca Monte dei Paschi di Siena, by way of type and amount the transactions do not fall within the scope of art. 5 of Consob regulation adopted by resolution no. 17221 of 12 March 2010. 36 REPORT ON OPERATIONS Anima sgr have now passed under the control of AM Holding (standing for Asset Management Holding), which is the holding company owned by the Partners who will perform the functions of coordination and strategic direction. The project is a move towards greater operating efficiency through the exploitation of potential synergies between the two entities and the imminent creation of a single company by combining Prima sgr and Anima sgr. AM Holding's share capital is held, directly and indirectly, as follows: - by Clessidra sgr on behalf of the Clessidra Capital Partners II Fund, through Lauro Quarantadue spa; - by Banca Monte dei Paschi di Siena - by the Bipiemme Group. Banca Etruria and Banca Finnat Spa also have an interest. The new entity will act as an independent centre of production of asset management products and services in support of the various distribution networks, servicing more than 150 market operators (banking networks and networks of financial consultants), including two banking networks of national importance (BMPS and BPM) with more than 3,800 branches. - At the end of 2010, the Group's real estate deal for value creation from part of the properties used in the business was completed, which led to a capital gain, at consolidated level, of 405.5 mln (for further details, please see Notes to the Financial Statements – ―Part C – Consolidated Income Statement‖ Section 16 – Gains (losses) on equity investments - Account 240). 37 REPORT ON OPERATIONS THE CUSTOMER BASE AND CUSTOMER SATISFACTION The Montepaschi Group carries out its banking activities with over 6.2 million customers 11, approx. 5.9 million of whom are managed by the Distribution Network of Banca Monte dei Paschi di Siena, Banca Antonveneta and Biverbanca and through the Financial Advisory channel. Consumer and corporate customers are classified into segments, each with a specific Service Model applied so as to better meet the needs and demands expressed by clients: Consumer Customers Includes over 5.7 million customers, distributed across the country with a stronger presence in the areas of central Italy. Within this client segment, the largest share (69.3%) is made up by Consumer households (Family), who mainly apply for loans (consumer credit and mortgages) and investment services for smaller portfolios. This is followed by clients with larger portfolios (22.9%) who require a more customised approach (Affluent), Small Business and high-standing customers (Private) who make up 7.2% and 0.7% respectively. Retail customer base geographic breakdown at 31.12.2010 32,6% South Centre 16,4% North East 0,0% 34,5% 16,5% North West 5,0% 10,0% 15,0% 20,0% 25,0% 30,0% 35,0% Retail customer base breakdown at 31.12.2010 Family; 69,3% Affluent; 22,9% Small Business; 7,1% Private; 0,7% A closer look at the breakdown of "Consumer" customers by age reveals that the largest represented group is the range between 41 and 55 years of age, accounting for over 30%. Immigrant clients12 make up 5.16% of customers at group level with a greater incidence in Banca Antonveneta compared to Parent Company and Biverbanca. 11 The figure includes customers of Banca Monte dei Paschi di Siena, Banca Antonveneta, Biverbanca and those managed directly by Consumit. The merger by absorption of Banca Personale into Banca Monte dei Paschi di Siena took place on 16/4/2010 with accounting/tax implications effective as of 1 January 2010. 12 Customers with a place of birth in Countries having high emigration rates, according to the Italian Banking Association code. 38 REPORT ON OPERATIONS Corporate customers: The segment consists in over 78,000 customers, including SMEs (approx. 82%) and Institutions (18%), mainly concentrated in the regions of Northern Italy (46.5%) but with a significant portion in Central Italy as well (31.7%). Corporate customer base geographic breakdown at 31.12.2010 21,8% South Centre 23,9% North East 0,0% 31,7% 22,6% North West 5,0% 10,0% 15,0% 20,0% 25,0% 30,0% 35,0% Corporate customer base breakdown at 31.12.2010 SMEs; 81,8% Institutions – PA; 4,8% Institutions – third sector; 11,6% Institutions – Public Utilities and financial institutions; 1,8% As for businesses, the breakdown by sector reflects the Group's stronger footprint in trade, services, construction and in the more traditional Made in Italy sectors (manufacturing, textile and clothing and food). Corporate customers % by business sector at 31.12.2010 Customers (*) Retail (**) Corporate Retail distribution 19,8 22,0 8,8 Banking, insurance and services 12,1 11,8 13,7 Bulding and construction 11,6 12,0 9,6 Food, clothing, leathers and textiles 9,6 9,0 12,8 Wholesale distribution 8,4 7,7 12,0 Metallurgy and Machanical 7,0 6,2 11,0 Public Administration 6,1 6,6 3,6 Agricolture, hunting and fishing 4,8 5,1 3,1 Trasport and communications 3,4 3,4 3,5 Manufacturing: estraction and chemical 1,8 1,4 3,9 Public utilities 0,5 0,4 1,2 Non classified 14,9 14,5 16,9 100 100 100 Total (* ) Weighted av erage of incidence rates of indiv idual Consumer and Corporate business segments (* * ) “Small Business” customers registered as legal entities 39 REPORT ON OPERATIONS A separate segment is made up by Large Corporate customers (approx. 1,500 units) which primarily contain the large industrial groups. Large Corporate customer base breakdown at 31.12.2010 Industrial groups; 74,7% Financial Institutions; 9,5% Key Clients: Institutions; 0,3% Key Clients: SMEs; 15,5% Knowing the customer's level of satisfaction and the factors which determine it is fundamental in developing the Group's business policies. The major indicators monitored are: customer loyalty (length of relationship), acquisition and retention rates, customer satisfaction and complaints. In terms of banking seniority it emerged that almost 60% of consumer and corporate customers had a relationship with the Group for at least 11 years, with the portion of lower seniority (1-3 years) greater for Corporate than for Consumer, reflecting a higher turnover linked to the company's business cycle. In terms of products, the current account is the product with highest penetration, although lower than 70% in Consumer where, indeed, 24% of customers hold a savings deposit. It should be highlighted that 16.6% of Consumer customers holds a mid-long term mortgage/loan and 27.6% has a damage insurance policy. An analysis of customers gained/lost in 2010 shows the Retention rate holding well (over 95%), going back to values registered in 2008, while the Acquisition rate continues to be below pre-crisis levels, still feeling the brunt of the difficult economic climate. It should also be considered, however, that growth of customerbase was affected by the ―exceptional‖ events concerning the Montepaschi Group in 2010, namely: the merger by absorption of Banca Personale into Banca Monte dei Paschi di Siena, which led to a "technical" reduction of the customer base due to the portion of customers who were "clients in common " when the the banks were two separate legal entities; the divestiture of business(72 branches of Banca Monte dei Paschi di Siena), which had a "one-off" effect on the baseline for Retention rate calculation. 40 REPORT ON OPERATIONS CUSTOMER SATISFACTION Customer satisfaction levels in relation to quality of products and services provided by the Group are CONSUMER LAB monitored through periodic surveys (including so-called internal clients, ie. branch employees) Consumer Lab is a true and proper bank-consumer interface laboratory. as well as the analysis of performance- Founded in 2004, its purpose is to prevent possible states of "finanical distress" of banking customers. Over the years, activities have been gradually operational efficiency indicators. intensified and have focussed on the issues considered most relevant each time The 2010 analysis points to an improvement in all indices monitored for retail customers of the Parent Company. On a scale of 20 to 100: Customer Perception Index 13 (80.6; +7.5%), Employee Perception Index 14 (69.2; +6.1%), Operational Perception Index15 (56.7; +4.7%). The results for Banca Antonveneta are also in line. On the other hand, the level of perceived by business customers stood according to the analysis carried out for time on a sample of 3 thousand of the SME customers. quality at 72.2 the first Group's with the proposal of concrete solutions. In 2010, the focus was mainly on the following activities: development of a "charter of rights and duties" to support customers in their knowledge and understanding of the principles and rules which characterise relations with banks. analysis of criteria for social responsibility, transparency and fairness of Group operations in relation to ―fifth-of-salary backed loans‖. In agreement with the consumer associations, the specific Consum.it product was subsequently presented in the on-line consumer magazine, Help Consumatori. 15 meetings held in the Network between consumer associations, the Heads of the Local Market Units and branch managers, to exchange opinions on the more "heated" aspects of bank-client relations and on any weaknesses-strengths of a specific area. Completion of the ―Consumer Lab at home" project through meetings and debates in 8 Italian cities and the launch of ad-hoc information desks in the branches. Among the most discussed topics: mortgages, consumer credit and, on a more general level, the financial problems of consumers in the current economic climate. With regard to the management of complaints, 11,141 new complaints were received in 2010 (approx. -1% YoY); 14,197 were handled in the course of the year. The mean time to resolution was 43 days, with gradual optimisation of operations in the second half of the year: 26 days during the second half of the year; 15 in the fourth quarter. 13 Customer Perception Index - quality perceived by customers (through telephone surveys). Employee Perception Index - quality perceived by "internal" customers (ie. satisfaction of Network employees in relation to work conditions and instruments at their disposal when serving customers). 14 15 Operational Perception Index - operational performance level of the bank, with impact on customers (flow of complaints, branch turnover, working ATMs, etc.). 41 REPORT ON OPERATIONS CUSTOMER BALANCE SHEET AGGREGATES In 2010, in a persistently difficult market environment, the Montepaschi Group achieved a significant growth in its capital base, while still centering its funding and lending strategy on the needs of households and businesses. The initiatives implemented allowed the Group to consolidate its customer base and improve/consolidate its competitive position in all of its main areas of business. Moreover, the Group guaranteed continuity to its offer of credit supporting its customers by both taking part in banking system initiatives as well as developing projects independently. Funding aggregates At the end of 2010, the Group's total funding volumes 16 stood at approximately EUR 303 bln, up by 6.9% on the previous year "on a restated operating basis" and by 3.4% compared to 30/09/2010, with significant growth trends for both direct and indirect funding. g CUS TOMER FUNDING (in millions of euros ) Direc t c us tomer funding Indirec t c us tomer funding as s ets under management as s ets under cus tody Total c us tomer funding 31/12/10 Res tated (**) 30/09/10 Res tated (*) 31/12/09 % chg. vs 31/12/09 res tated % weight 31/12/10 158.486 144.919 154.673 138.631 152.917 130.878 50.547 94.372 50.738 87.893 47.941 82.937 3,6% 10,7% 5,4% 13,8% 52,2% 47,8% 16,7% 31,1% 303.405 293.304 283.795 6,9% 100,0% (*) V olumes as at 31/12/2009 w ere "res tatedi" w ith his toric al data exc luding the volumes pertaining to the branc hes s old in the c ours e of 2010 (a total of 72 branc hes of Banc a Monte dei Pas c hi di S iena s old to the Groups , CARIGE and Intes a-S an Paolo) w hic h, at 31/12/2009, c ons is ted in total funding of 3,543 mln, of w hic h 2.204 mln in direc t funding and 1,339 mln in indirec t funding. Morevoer, the figure is pro-forma to take ac c ount of as s ets held for s ale(MP Monac o S AM and MPS V enture S pA - impac t of an overall 269.7 mln). (**) V olumes as at 30/09/2010 w ere res tated exc luding the c ontribution from MP Monac o S AMand MPS V enture S pa (overall EUR 227.4 mln impac t) c las s ified as held for s ale at the end of 2010. More specifically: Direct funding came to approx. EUR 158 bln, up 3.6% as compared to 31/12/2009 ―on a restated operating basis‖ and 2.5% on 30 September 2010, with the Group's market share standing at 7.88%, up 70 bps for the year (+26 bps as compared to 30/09/2010). The trend recorded for the aggregate is mainly a result of the funding input from institutional clients (approx. +8.8% on the previous year), through both medium to long term issuances (including EUR 2.2 bln worth of covered bonds), and through short-term market funding. A significant contribution also came from consumer customers (+1.2% YoY), with new bond placements for approx. EUR 14 bln. There follows a breakdown of other types of direct funding by customers: Direct customer funding (€/mln) Type of transaction 31/12/10 Current accounts (*) 31/12/09 Change Abs. % 65.774 64.381 1.392 2,2% 3.292 4.588 -1.297 -28,3% Reverse repurchase agreements 18.741 13.893 4.849 34,9% Bond 56.550 54.148 2.402 4,4% Other type of direct customer funding 14.130 15.907 -1.777 -11,2% 158.486 152.917 5.569 3,6% Time deposits Total (*) Vo lumes as at 31/12/2009 were "restated" with histo rical data excluding the vo lumes pertaining to the branches so ld in the co urse o f 2010 (a to tal o f 72 branches o f B anca M o nte dei P aschi di Siena so ld to the CA RIGE and Intesa-San P ao lo banking gro ups). M o revo er, the figure is pro fo rma to take acco unt o f assets classified as held fo r sale at the end o f 2010 (M P M o naco SA M and M P S Venture SpA ). Volumes as at 31/12/2009 were "restated" with historical data excluding the volumes pertaining to the branches sold in the course of 2010 (a total of 72 branches of Banca Monte dei Paschi di Siena sold to the Groups, CARIGE and Intesa-San Paolo) which, at 31/12/2009, consisted in total funding of 3,543 mln, of which 2.204 mln in direct funding and 1,339 mln in indirect funding. Morevoer, the figure is pro-forma to take account of assets held for sale(MP Monaco SAM and MPS Venture SpA - impact of an overall 269.7 mln). 16 42 REPORT ON OPERATIONS Indirect funding at the end of the year came to approx. 145 bln, up 10.7% on the previous year "on a restated operating basis" (+4.5% on 30/09/2010). The aggregate includes: o assets under management which grew by 50.5 bln with a 5.4% increase on the end of the previous year ―on a restated operating basis‖. A further breakdown of volumes – according to a Mifid-based approach structurally aimed at selecting the best investment solutions for customers (products, investment lines, Group and Third-party Asset Management Companies) – shows that the prevailing segment is that of life insurance policies, Funds and Sicavs. With regard to the insurance sector, technical reserves relating to the Group came to approx. 26 bln, significantly higher than the previous year(+7.3%) owing to collected premiums of 5.2 bln, consisting mainly in traditional policies (3.1 bln)and unit-linked products (1.3 bln). Individual Managed Accounts came to approx. 6.6 bln, a fall on the previous year following outflows of approx. 750 mln, while Mutual investment funds/Sicav came to approx. 18 bln, +5.4% YoY thanks to new net funding of approx. 580 mln. Within this area, lower risk funds account for more than 68% of the segment(Monetary and Bond funds 56.9%; Flexible and Balanced Funds 11.5%). AssetIUnder Fondi Management comuni Breakdown at 31/12/10 Mutual funds/Sicav 36,1% Life-insurance policies 50,8% Individual portfolios under management 13,1% Mutual Funds Breakdown of Assets Under Management by Type at 31/12/10 Bonds and monetary funds 56,9% Other 2,5% Equity funds 22,3% Hedge funds 6,7% Balanced and flexible funds 11,5% o Assets under custody: at the end of December 2010 volumes exceeded 94 bln with a 13.8% increase on 31/12/2009 ―on a restated operating basis‖ (+7.4% on 30/09/2010), mainly benefitting from the performance of deposits in the Key Clients segment. 43 REPORT ON OPERATIONS Lending aggregates At the end of 2010 “Loans and advances to customers”17 of the Group came to approx. 156 bln, an increase of 4.1% on the previous year ―on a restated operating basis‖ (+2.3% on 30/09/2010), with a market share of 7.84% (8.02% as at December 2009). Loans and receivables with customers (€/mln) Type of transaction 31/12/10 Loans (*) 31/12/09 Change Abs. % 138.694 130.370 8.324 6,4% Current account s 15.214 17.104 -1.890 -11,1% Mort gages 84.383 74.898 9.484 12,7% Ot her lending 39.098 38.368 730 1,9% 6.163 9.482 -3.319 -35,0% 11.381 10.221 1.159 11,3% 156.238 150.073 6.164 4,1% Other loans Impaired loans Total (*) Vo lumes as at 31/12/2009 were "restated" with histo rical data excluding the vo lumes pertaining to the branches so ld in the co urse o f 2010 (a to tal o f 72 branches o f B anca M o nte dei P aschi di Siena so ld to the CA RIGE and Intesa-San P ao lo banking gro ups). M o revo er, the figure is pro -fo rma to take acco unt o f assets classified as held fo r sale at the end o f 2010 (M P M o naco SA M and M P S Venture SpA ). As for active loans and advances to customers, the total at the end of the year came to approx. 139 bln, with an increase of 6.4% as compared to the previous year owing to a rise of 12.7% in mortgages (new contracts for the year came to 15.8 bln, up 11.1% YoY) and in special-purpose Corporate loans, while other types of lending showed a downward trend mainly owing to the decline in demand for working capital funding by businesses. Special purpose loans and corporate finance Chg. 4°Q10 vs 3°Q10 EUR mln 31/12/10 4°Q10 3°Q10 2°Q10 1°Q10 31/12/09 Ins. % Chg. YoY Ins. % MPS Capital Services (disbursements) 2.068 597 381 699 390 1.752 216 56,7% 316 18,0% MPS Leasing & Factoring incl.: leases negotiated factoring turnover 8.008 1.399 6.608 2.589 321 2.268 1.807 276 1.531 1.876 448 1.428 1.736 354 1.382 5.847 1.383 4.464 783 45 738 43,3% 16,3% 48,2% 2.160 16 2.144 36,9% 1,2% 48,0% Consumit (disbursements) 2.721 638 642 742 700 2.608 -4 -0,6% 113 4,3% 12.796 3.824 2.829 3.317 2.826 10.207 995 35,2% 2.589 25,4% Total As for special-purpose loans disbursed by the Group through dedicated product companies, new flows in 2010 came to a total of EUR 12.8 bln, up by over 25% on the previous year with Q4 2010 contributing 3.8 bln (+35.2% QoQ). Small business and corporate loans, which came to approx. 10 bln (7.6 bln in 2009), registered a step-up in disbursements by both MPS Capital Services (+18% YoY; +56.7% QoQ) and MPS Leasing & Factoring (+36.9 YoY; +43.3% QoQ), the latter attributable primarily to Factoring. With regard to consumer loans, total disbursements by Consumit in 2010 came to a total of 2.7 bln (+4.3% YoY), of which 638 mln in Q4 2010 (-0.6% on Q3 2010), reflective of a falling trend for special-purpose loans on a yearly basis and a pick up in personal loans. Volumes as at 31/12/2009 were "restatedi" with historical data excluding the volumes pertaining to the branches sold in the course of 2010 (a total of 72 branches of Banca Monte dei Paschi di Siena sold to the Groups, CARIGE and Intesa-San Paolo) whose lending , as at 31/12/2009, came to EUR 2,305 mln. Morevoer, the figure is pro-forma to take account of assets held for sale(MP Monaco SAM and MPS Venture SpA - impact of an overall 35.4 mln). 17 44 REPORT ON OPERATIONS CREDIT QUALITY As at 31 December 2010 the Montepaschi Group's net exposure to impaired loans totalled 11.381 mln, up by EUR 1,160 mln YoY on a 'restated operating basis', showing a reversal of trends in Q4 2010 when the aggregate was down 1.7% on 30/09/2010, which brought impaired loans back to account for 7.28% of total customer loans (from 7.58% as at September). Compared to the previous quarter, watchlist loans were down (-3.5%) as were past-due positions (-33%) whereas there was a rise for NPLs (+3.7%) and restructured loans (+5.4%). With regard to the quality of performing loans, at the end of 2010 the average probability of default came to 2.21%, down 11 bps on results as at 31/12/2009 (+5 bps on Q3 2010). g BREAKDOWN OF CUS TOMER LOANS BY RIS K Risk category - Net book values 31/12/10 30/09/10 30/06/10 31/03/10 31/12/09 Inc. % Inc. % Inc. % Inc. % Inc. % 31/12/10 30/09/10 30/06/10 31/03/10 31/12/09 (*) (*) (*) (*) 11.381 11.579 11.299 10.596 10.221 7,28 7,58 7,39 7,14 6,81 a1) Non-performing loans 5.485 5.292 5.018 4.908 4.653 3,51 3,47 3,28 3,31 3,10 a2) Watchlist loans 4.015 4.159 4.289 4.004 3.758 2,57 2,72 2,81 2,70 2,50 a3) Restructured loans 1.249 1.184 1.232 793 701 0,80 0,78 0,81 0,53 0,47 632 944 759 892 1.109 0,40 0,62 0,50 0,60 0,74 B) Performing loans 144.857 141.124 141.551 137.861 139.852 92,72 92,42 92,61 92,86 93,19 Total customer loans 156.238 152.704 152.850 148.457 150.073 100,00 100,00 100,00 100,00 100,00 in million EUR A) Impaired loans a4) Past due (*) P erfo rming lo ans figures were cleared o f values attributable to divestiture o f banking business in 2010 (72 branches o f banca M o nte dei paschi di Siena) as well as o f assets classified as held fo r sale at the end o f 2010 (M P M o naco SA M and M P S Venture SpA ). As at 31 December 2010 coverage of impaired loans came to 41.8%, growing by approx. 140 bps on 31/12/2009, continuing to be commensurate and in line with the Montepaschi Group's traditional coverage levels. With a specific regard to NPLs, the percentage of coverage came to 56% (as it was at the end of 2009), while watchlist loans registered a value of 21.1% (19.6% as at 31/12/2009). PROVISIONING RATIOS 31/12/10 30/09/10 30/06/10 31/03/10 31/12/09 "provisions for NPLs and watchlist loans" / "gross NPLs + gross watchlist loans" 41,8% 40,6% 40,1% 40,5% 40,4% "provisions for watchlist loans"/"gross watchlist loans" 21,1% 19,7% 18,5% 19,1% 19,6% "provisions for NPLs"/"gross NPLs" 56,0% 56,1% 56,5% 55,8% 56,0% The table below reports the figures for the major companies of the Group, within which BMPS and BAV show a provisioning ratio for non-performing loans which, on average, stands at around 59.7%. For an accurate interpretation of the details contained in the table, it should be noted that NPLs under litigation are normally written down also by direct amortisation, while mid-long term loans are generally supported by collaterals thus requiring more limited provisioning. This is particularly evident in MPS Capital Services (NPL coverage came to 33.2%), whose business is mainly characterised by the disbursement of mortgage loans: g BREAKDOWN OF NP L s AND WATC HL IS T L OANS BY BUS INES S UNIT Risk category - Net values at 31/12/2010 MPS Capital Services MPS Leasing & Banca per le Imprese Factoring 1.398 179 Gruppo BMPS BAV Consum.it Biverbanca Non-performing loans 5.485 3.061 598 % weight on customer loans 123 57 3,51% 2,3% 4,4% 8,6% 2,7% 2,0% 2,3% 56,0% 59,8% 59,0% 33,2% 65,3% 73,1% 66,9% Watchlist loans 4.015 2.577 256 667 285 78 58 % weight on customer loans 2,57% 1,9% 1,9% 4,1% 4,4% 1,3% 2,4% 21,1% 22,4% 17,8% 16,4% 18,4% 37,5% 21,2% in million EUR "loan loss provisions"/"gross NPLs" "loan loss provisions"/"gross watchlist loans" 45 REPORT ON OPERATIONS With regard to gross performing loans, provisions continued to stand at around 0.56%, substantially in line with levels as at 31/12/2009. Finally, it should also be noted that the positive management of the NPL portfolio mandated to MPS Gestione Crediti Banca translated into collections for a total of 629.7 mln (+13.2% YoY), 172.6 mln of which were achieved in the fourth quarter (+53.4 % on Q3 2010). INCOME STATEMENT AGGREGATES18 In 2010, the Montepaschi Group's Net Operating Income grew significantly, coming to approx. 946 mln, more than twice the result achieved at the end of the previous year. The growth is attributable to basic income, which climbed 1.6% compared to 31/12/2009 and 1.8% on Q3 2010, and to the sharp reduction in both loan loss provisions (-21.2% YoY) and operating expenses (5.2% YoY). As a consequence, the cost-income ratio fell to 61.6% with a drop of 310 bps as compared to the end of 2009, confirming the progress made by the Group in improving operational efficiency. 1) OPERATING INCOME TRENDS IN OPERATING INCOME: NET INCOME FROM BANKING AND INSURANCE ACTIVITIES As regards the development of total revenues from banking and other services as at 31 December 2010, income from banking and insurance activities stood at approx. EUR 5,571 mln (approx. 5,593 mln as at 31 December 2009) with a yield in Q4 of around 1,406 mln, substantially stable on Q3 2010. In the course of the year, the aggregate was positively affected by the recovery in net commissions though net profit from trading/valuation of financial assets was penalised by financial market conditions and sovereign debt. INCOME FROM BANKING AND INSURANCE ACTIVITIES (EUR mln) 31/12/10 4°Q10 3°Q10 2°Q10 1°Q10 31/12/09 Chg. 4°Q10 vs 3°Q10 Abs. % Chg. YoY Abs. % Net interest income 3.591,7 900,8 906,5 912,7 871,7 3.576,7 -5,7 -0,6% 15,0 Net commissions 1.911,5 489,0 459,1 482,9 480,5 1.841,0 29,8 6,5% 70,5 3,8% 5.503,2 1.389,8 1.365,7 1.395,6 1.352,1 5.417,7 24,1 1,8% 85,5 1,6% 91,8 32,2 29,5 15,7 14,4 110,3 2,7 9,2% -18,5 -16,8% -23,1 -5,7 16,3 -53,4 19,7 66,1 -22,0 n.s. -89,2 n.s. -0,6 -10,1 -3,5 6,3 6,7 -1,5 -6,7 n.s. 0,9 -58,5% 5.571,3 1.406,2 1.408,0 1.364,2 1.392,9 5.592,7 -1,9 -0,1% -21,4 -0,4% Income from banking activities Dividends, similar income and gains (losses) on equity investments Net profit (loss) from trading/valuation of financial assets Net profit (loss) from hedging Financial and insurance income 0,4% Income from banking activities: quarterly trend 1.406 1.408 4°Q10 3°Q10 1.364 1.393 1.338 2°Q10 1°Q10 4°Q09 EUR mln A closer look at the aggregate reveals the following: 2009 quarterly results and 2010 first three quarterly results were restated to take account of the changes brought about to the operating scope subsequent to the divestiture of business (72 branches of Banca Monte dei Paschi di Siena) which took place in 2010. Moreover, to ensure consistency with previous quarters (2010 and 2009), income generated by the companies, MP Monaco SAM and MPS Venture SpA classified as held for sale at the end of 2010, was excluded line by line (for further details pleasee see paragraph ―MPS Group reclassification criteria‖). 18 46 REPORT ON OPERATIONS basic income at the end of the year stood at approx. EUR 5,503 mln (approx. 5,418 mln at the end of 2009; +1.6%) with Q4 contributing around 1,390 mln, up 1.8% on Q3 2010. More specifically: net interest income: approx. EUR 3,592 mln shows a slight improvement on the previous year(+0.4%) with Q4 contributing over 900 mln, an increase of 3% on Q4 2009, just slightly below the previous quarter(-0.6%). The aggregate includes a net interest income from funding and lending activities that was down as compared to the previous year, though there was a slight improvement owing to the rise in volumes traded and to the recovery in short-term interest rates which began in the summer period and grew from strength to strength in the final part of the year. On the other hand, the financial components (banking book, Assets & Liabilities and Management) registered a YoY rise, benefitting from the opportunity for asset financing at low rates in connection with the significant uptrend in the short-term yield curve. net fees and commissions: stood at approx. 1,912 mln as at 31/12/2010, climbing 3.8% on the previous year and 6.5% on Q3 2010. A closer look at the aggregate components reveals a growth on 2009 in: placement/continuing fees on AUM and funding products, fees on foreign currency transactions and payment services. Net profit/loss from trading/valuation of financial assets stood at EUR -23.1 mln at the end of 2010 (66.1 mln as at 31/12/2009) with Q4 2010 contributing - EUR 5.7 mln. More in detail, trading posted a full year result of - EUR 52.1 mln (+17.6 mln as at 31/12/2009), of which -23.1 mln in Q4 2010, driven primarily by the sovereign debt crisis which became more severe in the last part of the year owing to fears over lreland's solvency. Positive results were posted instead by the disposal of loans and available-for-sale financial assets/liabilities which, at the end of 2010, came to EUR 59.4 mln (70.4 mln as at 31/12/2009), benefitting from disposal of capital-gain generating AFS and L&R securities in particular. Finally, net profit (loss) on financial assets/liabilities designated at fair value came to 30.4 mln (-21.9 mln as at 31/12/2009), weighted down by the increase in liabilities of BMPS bonds for the part not completely hedged against risk. NET RES UL T FROM REAL IS ATION/VAL UTATION OF FINANC IAL AS S ETS (in millions of euros) 31/12/10 Net profit (loss) from trading 4°Q10 3°Q10 2°Q10 1°Q10 31/12/09 Chg. 4°Q10 vs 3°Q10 Abs. % Chg. YoY Abs. % -52,1 -23,1 16,1 -67,8 22,6 17,6 -39,2 n.s. -69,7 n.s. 59,4 9,8 13,3 20,5 15,8 70,4 -3,5 -26,4% -11,0 -15,6% Net profit (loss) on financial assets and liabilities designated at fair value -30,4 7,5 -13,1 -6,1 -18,7 -21,9 20,6 n.s. -8,5 38,9% Net profit (loss) from trading/valuation of financial assets -23,1 -5,7 16,3 -53,4 19,7 66,1 -22,0 n.s. -89,2 n.s. Gains (losses) on disposal of loans, available for sale financial assets and financial liabilities Net income from banking and insurance activities also includes: Dividends,similar income and gains/losses on equity investments: totalled EUR 91.8 mln (EUR 110.3 mln as at 31/12/2009), with the fourth quarter contributing EUR 32.2 mln (+9.2% QoQ), primarily attributable to gains from equity investments consolidated at equity. The largest share was from insurance (AXA-MPS: approx. EUR 52 mln, Antonveneta Vita: approx. EUR 10 mln) and asset management (ca. EUR 18 mln). Net profit (loss) from hedging: came to - EUR 0.6 mln (-1.5 mln as at 31/12/2009). THE COST OF CREDIT: NET VALUE ADJUSTMENTS DUE TO IMPAIRMENT OF LOANS AND FINANCIAL ASSETS As a result of income from credit disbursement activities, in 2010 the Group achieved a considerable reduction in net value adjustments, which fell 21.2% against the end of 2009, coming to approx. EUR 1,156 mln with Q4 contributing approx. 284 mln, substantially in line with values posted in the previous quarters. The relationship between adjustments for the year and customer loans at year end show a provisioning rate of 74 bps, down 24 bps on 2009 and 2 bps on the third quarter of 2010, within a consistently rigorous framework in terms of provisions. 47 REPORT ON OPERATIONS Net writedowns of impaired loans: quarterly trend 428 284 282 283 4°Q10 3°Q10 2°Q10 307 1°Q10 4°Q09 EUR mln Net value adjustments due to impairment of financial assets was negative by approx. 38.7 mln (44.1 mln as at 31/12/2009) due to depreciation of AFS stock that became impaired. As a consequence, income from banking and insurance stood at approx. EUR 4,377 mln (approx. 4,083 mln as at 31/12/2009; +7.2%), with Q4 2010 contributing approx. EUR 1,110 mln (-0.8% on the previous quarter). COST OF OPERATIONS: OPERATING EXPENSES As at 31 December 2010, operating expenses stood at approx. EUR 3,431 mln, down 5.2% on the previous year, confirming the focus the Montepaschi Group is placing on the structural containment of costs: OPERATING EXPENSES (EUR mln) 31/12/10 Personnel expenses Other administrative expenses Administrative expenses Net adjustments to tangible and intangible assets Operating expenses 4°Q10 3°Q10 2°Q10 1°Q10 31/12/09 2.211,2 597,4 537,1 518,7 558,1 2.299,7 1.044,7 271,4 268,1 257,2 247,9 3.255,9 868,7 805,2 775,9 806,1 Chg. 4°Q10 vs 3°Q10 Abs. % Chg. YoY Abs. % 60,3 11,2% -88,4 1.158,4 3,2 1,2% -113,7 -9,8% 3.458,1 63,5 7,9% -202,2 -5,8% -3,8% 175,2 52,3 40,8 42,1 40,0 162,2 11,5 28,2% 13,0 8,0% 3.431,1 921,1 846,0 817,9 846,1 3.620,3 75,0 8,9% -189,2 -5,2% Operating expenses: quarterly trend 921 4°Q10 1.018 846 818 846 3°Q10 2°Q10 1°Q10 4°Q09 EUR mln In particular: A) Administrative expenses were down 5.8%, due to: personnel expenses, amounting to approx. EUR 2,211 mln, down 3.8% on 31 December 2009. Performance in this area benefits from the structural effects of the headcount reduction and rearrangement processes put underway as of mid 2008; other administrative expenses (net of stamp duties and customer expense recoveries) totalling approx. 1,045 mln, down on the previous year (-9.8%) mainly as a result of cost synergies obtained from the reorganisation processes put in place and the cost management measures adopted. 48 REPORT ON OPERATIONS B) Net value adjustments to tangible and intangible assets stood at approx. EUR 175 mln, up 8% as compared to 31 December 2009, primarily as a result of the ICT investments made in the past three years. As a result of the above, the Net Operating Income came to approximately EUR 946 mln, up by over 100% on the EUR 462 mln as at 31 December 2009. The cost-income ratio stood at 61.6%, a significant improvement (+310 bps) on 31/12/2009. 2) NON-OPERATING INCOME, TAX AND NET PROFIT FOR THE YEAR Net profit also included: a negative balance for net provisions for risks and charges and other operating income/expenses, improving by 12% on 31/12/2009 and 18.4% on Q3 2010 to approximately -EUR 193 mln. The account incorporates approx. -EUR 61 mln in provisions to the fund for risks and charges (covering primarily legal disputes and claw-back actions) and roughly -EUR 132 mln worth of net operating expenses (consisting primarily in legal actions, improvement on third-party assets and operating losses on a non-performing position of a subsidiary); EUR 552 mln in gains/losses on equity investments primarily attributable to the capital gain arising from the transaction for value creation from part of the Group‘s real estate and properties used in the business (EUR 405.5 mln) and from the Group‘s disposal to AM Holding of its shareholding in Prima Sgr after closing of the agreement (EUR 176.9 mln). The aggregate was also negatively impacted by the depreciation of Antonveneta Vita SpA. (-EUR 18 mln); ―one-off charges‖ for an amount of EUR -19.5 mln mainly linked to one-off transactions; Profit/loss from disposal of branches was positive by EUR 21.8 mln and includes the profit and loss data relevant to the divestiture of business (72 branches of Banca Monte dei Paschi di Siena) in 2010, eliminated from the accounts: ―Interest income‖, ―Net fees and commissions‖, ―Net income from trading/valuation of financial assets‖, ―Administrative expenses‖; Profit/loss from disposal of investments for an amount of EUR 182 mln, of which EUR 165.9 mln (net of related derecognized goodwill) attributable to the capital gain arising from divestiture of business (72 branches of Banca Monte dei Paschi). Against this background, operating income before tax stood at approx. 1,489 mln (approx. 267 mln in 2009). PROFIT (LOSS) BEFORE TAX FROM CONTINUING OPERATIONS (in EUR mln) 31/12/10 Net operating income 4°Q10 3°Q10 2°Q10 1°Q10 31/12/09 Chg. 4°Q10 vs 3°Q10 Abs. % Chg. YoY Abs. % 945,9 189,0 272,9 245,0 239,1 462,2 -83,9 -30,7% 483,7 n.s. -193,2 -26,7 -32,8 -92,2 -41,5 -219,7 6,0 -18,4% 26,5 -12,0% Gains (losses) from equity Investments 551,5 578,8 -7,8 -19,3 -0,2 -2,7 586,6 n.s. 554,1 n.s. Integration costs -19,5 -10,7 -6,1 -2,7 -86,8 -4,7 76,9% 67,3 -77,5% Net provisions to reserves for risks and charges and other operating income (expense) Gains (losses) from disposal of investments 21,8 9,2 12,6 71,8 -50,0 -69,6% Gains (losses) from disposal of investments 182,4 0,5 -2,3 184,2 0,0 42,3 2,8 n.s. 140,1 n.s. 1.488,9 730,8 223,9 324,1 210,1 267,1 507,0 n.s. 1.221,7 n.s. Gain (loss) from current operations before taxes Finally, to complete the section on income: Tax expense (income) on profit (loss) from continuing operations was negative by approximately EUR 393 mln (approx. -100 mln as at 31 December 2009). The tax rate for the period was approx. 26.4%. Gains (losses) after tax from groups of assets held for sale, totalled 1.7 mln and essentially included values from MP Monaco SAM and MPS Venture SpA as compared to 192 mln in 2009 arising from the disposal of the Asset Management segment. 49 REPORT ON OPERATIONS The consolidated net profit of the Montepaschi Group before Purchase Price Allocation (PPA) stood at approx. EUR 1,096.2 mln (EUR 354.3 mln as at 31 December 2009). Considering the net effects of PPA, net profit for the period came to EUR 985.5 mln (vs. 220.1 mln as at the end of 2009). ************* Following is a reconciliation between the Parent Company’s and consolidated equity and profit for the period, in compliance with Consob instructions. Reconciliation between Parent Company and Consolidated Shareholders' Equity and Net Profit (Loss) for the year Shareholders' equity Amount s €/000 Net profit (loss) Balance as as per Parent Company's Accounts 15.621.429 including Parent Com pany's valuation reserves -271.483 0 908.273 367.603 Effect of line-by-line consolidation of subsidiaries Effect of affiliates 340.743 74.661 Rev ersal of div idends from subsidiaries -66.250 Effect of write off of depreciation/rev aluation of equity inv estments 0 Capital gain on disposal of Prima Holding Capital gain on deconsolodiation of Consorzio Perimetro Gestioni proprietà immobiliari Other adjustments Subsidiaries' v alutation reserv es Consolidated balance (*) P o rtio n o f dividends distributed by M P S Ireland 50 52.169 (*) -334.818 51.140 87.394 87.394 405.455 405.455 140 15.811 125.319 0 17.156.421 985.497 REPORT ON OPERATIONS SEGMENT REPORTING In the interest of identifying its reportable operating segments as provided for by IFRS 8, the Montepaschi Group adopted a business approach that selected the main business sectors into which the Group‘s business operations are organised (and whose results are periodically reported to the highest decisionmaking levels) as the basis of representation for a breakdown of its income/capital aggregates. On the basis of this approach, a breakdown of the results achieved by the operating segments of the Montepaschi Group as at 31 December 2010 is reported in the following table. Data was aggregated according to the existing organisational setup. It should be noted that Biverbanca remains allocated to the Corporate Centre since it has not yet undergone divisionalisation. SEGMENT REPORTING (in millions of euro) December 2010 Consumer Banking Corporate Banking % chg YoY % chg YoY Corporate Center Total Reclassified Group % chg YoY % chg YoY PROFIT AND LOSS AGGREGATES 3.066,9 -0,9% 1.909,8 -2,8% 594,6 11,8% 5.571,3 -0,4% 433,2 -25,0% 691,3 -19,5% 69,8 n.s. 1.194,3 -20,9% 2.278,4 -3,2% 601,4 -5,5% 551,3 -12,6% 3.431,1 -5,2% 355,2 113,8% 617,1 31,4% -26,4 n.s 945,9 104,6% Activ e loans and adv ances to customers 65.175 12,5% 74.949 4,7% 10.629 -33,2% 150.752 3,7% Customer accounts and securities 82.715 -2,7% 46.988 -2,2% 28.782 45,2% 158.486 3,6% Indirect funding from customers 71.956 4,7% 43.689 19,2% 29.273 -12,0% 144.919 4,5% Assets under management 45.216 7,1% 2.129 -13,6% 3.201 -47,2% 50.547 -0,4% Assets under custody 26.740 1,0% 41.560 21,5% 26.072 -4,2% 94.372 7,4% Financial and insurance income Net v alue adjustments due to impairment of loans and financial assets Operating expenses Net operating income BALANCE SHEET AGGREGATES PROFITABILITY RATIOS (%) Cost Income 74,3% 31,5% Raroc 11,3% 10,5% 61,6% - 5,7% For 2010 and 2009 take account of changes to the scope as well as of separation of assets, following application of IFRS5. The major business aspects concerning the operating segments in 2010 will be reported in the following pages. 51 REPORT ON OPERATIONS CONSUMER BANKING SALES & DISTRIBUTION AND PRODUCT/SERVICE INNOVATION As part of its business activities, the Consumer Banking division combined the demands from households and small businesses, still very much impacted by the effects from the economic and financial upheaval, with the need to continue on the process of product range innovation that is crucial to fully seizing the new potential coming from the slight recovery underway. Within this framework, efforts were steered by the following main guidelines, whose specifications were suitably adjusted to each customer segment: economic support to households and small businesses in financial difficulty through, among other things, the ongoing "Fight the Crisis" plan and the various initiatives sustaining people and businesses affected by natural disasters; promotion and enhancement of the features in MPS Advice, the advanced advisory model, whose objective it is to raise the level of quality in investment services; restyling the product range to reflect innovation while respecting the traditions of the Group, with the aim of delivering an offer that is in line with the multi-brand strategy and that draws on the partnerships with Prima Sgr, AXA and Consumit; greater transparency in service commitments and easier relations-communications with customers. Several initiatives were put in place under these objectives, including: the implementation of all initiatives relating to the Italian Banking Association's "Patti Chiari"; the optimisation of internal adjustments to the MiFID; a review of product communication that is client-oriented. A new-style statement of accounts has already involved 3.3 mln customers; the integration of account statements with the appropriate Synthetic Cost Ratios, enabling the consumer to draw a comparison between the different bank offerings; the development of Paschi FACE, a project designed to improve bank-client relations through the creation of a new platform providing operational support to the Network, and the consequent simplification of the related organisational aspects and functions; as part of the strategic partnership with AXA, the definition of the Charter of Commitments, which establishes the response times the Insurance Company agrees to give the customer in relation to policy redemption, payment at maturity, complaints and other possible claims. There follows a summary of the year's major initiatives involving the various customer segments: Retail customers “Family” segment: As part of the commercial guidelines established for 2010 - based upon a prospect of asset growth and value creation from cross-selling - activities were implemented in the "Family" segment which particularly focussed on supporting the "core bank". This largely involved the promotion of the ―mutuo protezione‖ (protection mortgage) and the synergistic actions carried out on the finance consumer with the support of the consumer credit company, Consum.it. Asset mangement performance was also positive, boosted by the results on Multiline policies and accumulation plans in funds as well as the increase in protection insurance, which was propped up by the bundling of mortgage loans in the first half of the year and, in the second half of the year, by the launch of a series of actions aimed at promoting knowledge within the network on how to intercept customer needs when it comes to the issue of protection. Upon completion of development activities on new products in 2010, a pilot project was launched for two initiatives that are expected to be fully implemented in 2011: the sale of protection insurance products in Direct Marketing and the launch of a pilot sales project for P&C car insurance, ―AXA MPS Guidare Protetti‖, an innovative step taken by the Montepaschi Group in the bancassurance market. Another strategic move within the Family Market was the reduction of "cost-to-serve”, by encouraging the gradual migration of the more frequent transactions to telematic channels. The ―Fight the crisis‖ plan continued, as part of the Family Plan promoted by the Italian Banking Association, which, until now, has seen the suspension of repayments on over 9 thousand mortgages for a total outstanding debt of approx. EUR 970 million as at 31.12.2010. 52 REPORT ON OPERATIONS The suspension of mortgage repayments, together with other forms of support to customers in temporary financial difficulty, was also extended to families struck by natural disasters (in particular, the earthquake in Abruzzo and the floods in the Regions of Tuscany and Veneto). Finally, financial inclusion saw the creation of various microcredit solutions (see section ―Social aid and environmental programmes‖) and a growing focus on immigrant customers, developed with a specific sales and marketing approach (Paschi without Frontiers) aimed at supporting "bankification" and increasing remittances from and to the countries of origin. ―Affluent” segment: A number of business initiatives were undertaken across the country (the Method Campaign) involving 1,700,000 customers. With regard to instruments supporting customer relations, the start-up phase for the Advisory Platform was completed thanks also to the strong commitment of the Advisory Specialists who have the twofold role of supporting the Network units (Regional Areas, Local Headquarters and Branches) and channelling feedback from the market of reference. As for products, a series of initiatives were put underway in relation to the AXA-MPS and Consumit catalogue. “Small Business” segment: initiatives in support of small businesses continued, encouraging the use of business loans and favouring the disbursement of new credit lines. Business promotion actions were developed on mid-high potential companies with a view to offering midlong term loans and leases in support of new industrial investments, aimed in particular at quality, research and innovation. Specific initiatives were put in place to support the sectors of Tourism and Agriculture with financial offers and services. Promotion of the "Fight the Crisis" plan in favour of small enterprises in temporary financial distress continued (6,142 loans were suspended since the launch of the plan with an outstanding debt of approx. 1.137 mln as at 31/12/2010), as did the " Joint Notice" initiatives between the Italian Banking Association and the Ministry for the Economy and Finance. Private Clients In 2010, operations were characterised through a rigorous scheduling of sales and distribution initiatives as well as the widespread use of advanced advisory services with a view to improving the quality and value of customer relations. Within this framework, a crucial role was carried out by the Private Advisory Specialists who focussed on further developing the advisory model, deploying technical-commercial training sessions, supporting Private Bankers and optimising the portfolio of Managed Accounts (GPA). Coordination of the project regarding the 2009/2010 "Tax Shield", which was designed with a multi-sector approach, also had significant implications in terms of business and investments. Family Office customers This target of customers, which falls under the scope of the Family Office Area (set up in 2010 in consistency with the strategic guidelines contained in the 2008-2011 Business Plan) specifically involves the ―direct management‖ of the customer so as to create and consolidate long term relations with high-worth families while offering a tailored service that covers all of their (financial and non-financial) assets and provides ―value-protection‖ through careful planning of inter-generational transfers. Sales and distribution actions are supported by an organisational structure (centres and “light offices”) set up across the country with resources selected from the network, further specialised and supported by advisory specialists who are dedicated to analysing the demands of customers and the proposals of targeted solutions. Two important lines of activity were developed within this area: analysis of the need for non-financial advice (fiscal, legal, trusts, succession and inheritance, real estate, art) and related study of service delivery processes, through providers within the Group or high-standing externals; development of private insurance operations on listed and non-listed assets, through the use, among other things, of partners and third-party specialised professionals, for the purpose of protection and intergenerational transition. In terms of “value proposition”, a distinctive range of offers was created, based upon a highlycustomised advisory approach for potential integration with the complementary services of MPS Fiduciaria which broaden and complete the offer. With regard to assets managed by the Family Office Area, GPA 53 REPORT ON OPERATIONS Premium Evolution is the most up-to-date product providing greater flexibility in the management and transfer of financial instruments. Product/service innovation A continuous search for quality and innovation at the heart of the Group's range of offering is confirmed by the awards received at the 7th edition of the "Cerchio d'Oro dell'Innovazione Finanziaria" promoted by the Italian Association of Financial Innovation: Banca Monte dei Paschi di Siena was named winner of the award “Innovative Bank of the Year, 2010” and was also recognised for its innovative productsprojects in the categories of Organisation and Operations (with the Remote Learning – Remedy project), Marketing (Pricing AVA Based project) and Payment Services(MPS Contozip 19‖). BMPS's record for its award-winning projects continued, reflecting the importance that the Montepaschi Group attaches to innovation as a key lever in improving the quality of service offered to the customer while supporting corporate results at the same time. The Wealth Management catalogue, an outstanding feature of which is the high possibility of customisation, was integrated with the new product ―GPA Top‖ (managed accounts with prior consent highly integrated with the advisory platform MPS Advice) and improved by enriching the existing products―GPA Premium‖ and ―Alta Gamma‖. As for Funds and Sicavs, the range of products offered by Prima Funds Through financial promotion and the branch networks, the Group offers customers was further enriched with the release various investment solutions which combine the more traditional financial management of new Bond segments with periodic objectives with environmental, social-ethical and governance considerations (Environment, Society, Governance – ESG). Main initiatives implemented in this area in payment of coupons (Bond 2015 2010 inlcude: Multicorporate, Bond 2015 Multicorporate Dinamico, Bond The addition of a specific sector, "Sustainable equity" to the product catalogue, 2016 Multicorporate), two which currently contains 16 ethical funds/sicavs in centred around the green economy market. segments with secured capital at The integration of financial disclosure regarding major placed funds/sicavs maturity (Secure World Equity 3 (approx.‘80% of overall volumes under management) with an ESG indicator that notifies the Client Manager, and by consequence the customer concerned, of and Protetto 100 Azionario products which especially invest in company and government securities with a Globale) and one segment which greater focus on environmental and social issues as part of their CSR: the collaboration with ANASF and the Forum for Sustainable Finance for the adopted innovative management creation of a CSR investment manual for financial advisors and financial product techniques falling within the sales managers. category of ―Newcits‖ (Alpha the issuance of the 5 year term bank bond ING Crescita Protetta, which, among other things, involves payment at maturity of a variable coupon of 50% of the Strategies). Furthermore, in line with average value of EURO STOXX Sustainability 40 Price Index. The index includes the the Group's multibrand positioning, best 40 European companies in terms of sustainability performance. intense activities continued to ensure an offer that remains competitive, innovative and highly qualified with the inclusion of other investment houses (Arca Sgr, Sicav Parword, managed by BNP Paribas AM, Nextam and M&G). Sustainable and socially responsible investment products With regard to the insurance sector, the catalogue of life insurance products was developed to better capture the investment and protection needs of customers, also in relation to the current economic scenario. As for ―Property and Casualty (P&C)‖, personal protection insurance products included the launch of AXA MPS Valore Autonomia, which guarantees a monthly annuity if a customer is no longer self-sufficient, and AXA MPS Assicura Manager, temporary life insurance for "key executives" in companies. Moreover, as regards companies, the product catalogue was expanded with the release of new policies covering the various areas of risk to which a company may be exposed: AXA MPS Azienda Sicura, which covers the major risks that may affect the day-to-day running of businesses, AXA MPS Mutuo Sicuro Business, covering the risk of fire and explosion on mortgaged property or on property as collateral for loans, and AXA MPS Sigillo Corporate, a personal accident insurance for Key executives of companies. E-money– payments and collections 19 A modular and dynamic current account "package" for new consumer banking customers. A basic package not only comprising the classic current account, but also the payment card as an indispensable tool in the use of multichannel services (internet, telephone and mobile), understood as a channel for bank access, combined with the use of the current account "wherever and whenever" and ” direct debiting of payments from current accounts. The modular structure of the account offers customers the opportunity to customise their current accounts, either immediately or over time, by choosing products/services on the basis of their own needs. 54 REPORT ON OPERATIONS In 2010, priority activities continued aimed at countering fraud on debit cards and reducing related costs borne by banks through a series of actions. Fraud prevention, initially applied to debit cards alone, was also extended to include credit cards with an increased monitoring capacity. These activities led to a fall in the number of fraud-related claims in 2010 by approx. 30% compared to the previous year, and a reduction in the average amount reimbursed by approx. 50%. Continuing with the logic of achieving greater security, July saw the release of the international debit card, MPSEuroshop – VPAY which, due to its use with international circuit chip alone, ensures the highest levels of security. By the same logic, the multi-function Consumit chip-embedded card was released. As at 31 December 2010 circulating payment cards 20 of the Montepaschi Group totalled 3,298,187 (distributed by Banca Monte dei Paschi di Siena, Banca Antonveneta and BiverBanca). The overall growth recorded for the year (+1%) was mainly due to the performance of pre-paid cards 33% Debit Cards Prepaids Cards Credit Cards Revolving Cards 47% Well-established systems of protection for on-line banking services offered to customers, such as the use of ID credentials (certificate) and electronic key providing greater security when accessing the internet banking platform, have gradually been supplemented with other protection measures, including: "Stai al sicuro" ("Be Safe") which involves the free real-time sending of text messages against transactions considered risky (eg. money transfers, top-ups on mobile phones and prepaid cards); "PaschiAvvisa" which keeps the customer updated on specific events such as the status of stock market orders or current account balances, at established intervals; "La domanda-risposta segreta" ("Secret question-reply) which involves recognition of the user against on-line operations carried out in "unusual" circumstances; "SeiOk" ("You're ok) which allows the customer to verify the security level of his/her computer on-line. (+9.3%) which benefitted from the sale of the Spider and Kristal Best cards as well as debit cards (+2%). 17% 3% Major initiatives to protect on-line customer banking With regard to the POS system, 2010 registered a fall of 6,661 terminals for BMPS/BAV bringing the total number of terminals to 129,831. This was mainly owing to two factors: the current economic crisis, which forced several business activities in Italy to close down, and the Group's closure of inactive points of sale. Initiatives undertaken during the year in relation to payment and collection systems mainly focused on adjustments for compliance with the new banking rules resulting from the Payment Service Directive (PSD). Furthermore, activities continued to be developed regarding the Single Euro Payments Area (SEPA) with a review of procedures for the European collection system, SEPA Direct Debit, which has already been made available to customers. OPERATING RESULTS As at 31 December 2010, Consumer banking posted approx. EUR 155 bln in total funding, slightly higher than levels in the previous year (+0.6%). Direct funding, approx. EUR 83 bln, was down on 31/12/2009 (-2.7%) and remained concentrated in ―on-demand‖ items and the placement of bonds. Indirect funding (approx. 72 bln; +4.7% on 31/12/2009) included a climb of 7.1% for assets under management, whose volumes were in excess of EUR 45 bln thanks to the positive performance of Bancassurance and Mutual Funds/Sicav. With regard to credit management, active loans, which stood at EUR 65.2 bln, were up 12.5% due to the performance of the mid-long term component which was boosted by the Group‘s Retail products in support of households and small businesses. As for economic performance, in 2010 the Consumer banking division achieved over EUR 3 billion in core revenues (-0.9% YoY) due to the positive contribution from net fees and commissions (+3.1% on 31/12/2009), particularly propped up by income from placement/continuing fees on AUM and funding products. Net interest income, on the other hand, registered a fall of 3.5% on 31/12/2009, mainly weighted down by interest rates remaining low. As for cost items, with respect to 31/12/2009, a 25% fall was recorded for net value adjustments due to impairment of loans, which stood at approx. 433 mln, as was a decrease of 3.2% for operating expenses which came to 2,278 mln. Against this 20 Cards distributed by Banca Monte dei Paschi di Siena, Banca Antonveneta and Biverbanca. 55 REPORT ON OPERATIONS background, the Consumer banking division achieved a Net Operating Income of approx. 355 mln, an increase of over 100% on the result reached in the previous year. The cost-to-income ratio for the sector stands at 74.3%. Consumer banking 31/12/10 % chg yoy Net interest income 1.724,8 -3,5% Net fees and commissions 1.319,0 3,1% 23,0 -21,9% 3.066,9 -0,9% 433,2 -25,0% 2.278,4 -3,2% 355,2 113,8% Activ e loans and adv ances to customers 65.174,6 12,5% Customer accounts and securities 82.715,4 -2,7% I ndirect funding from customers 71.956,4 4,7% Assets under management 45.216,4 7,1% Assets under custody 26.740,0 1,0% (EUR mln) PROFIT AND LOSS AGGREGATES Financial and insurance income Net Financial income (loss) Net v alue adjustments due to impairment of loans and financial assets Operating expenses Net operating income BALANCE SHEET AGGREGATES With regard to the activities and performance of the companies falling within the Consumer banking division, the following should be noted: - Consum.it posted a profit for the period of EUR 23.1 mln (6.1 mln as at 31/12/2009); - MP Fiduciaria posted a profit for the period of EUR 1.3 mln (0.7 mln as at 31/12/2009); - Banca Popolare di Spoleto (26% shareholding consolidated proportionately) posted EUR 9.1 mln in net income (8 mln as at 31/12/2009). CORPORATE BANKING SALES & DISTRIBUTION AND PRODUCT/SERVICE INNOVATION The initiatives characterising the Corporate banking division in 2010 were implemented with a view to guaranteeing continuity to the Group's offer of credit, giving appropriate support to the manufacturing industry which, for some time now, has had to operate within a very difficult economic framework. Targeted actions by the division, which placed a special focus on the real needs of companies to mitigate the effects from the economic crisis, were centred around four main guidelines: the launch of targeted projects developed by the Group independently; the agreement to take part in banking system initiatives; agreements with mutual guarantee institutions; remodelling/innovation in the Group's product offering so as to make it more consistent with the changing needs of target customers. 56 REPORT ON OPERATIONS In addition to joining the Italian Banking Association‘s ―Joint Notice‖ initiative, the Group also offered its customers an important ―support package for SMEs‖ with the objective of providing immediate and concrete help to domestic businesses and allowing them, in this way, to better deal with the negative effects deriving from the economic crisis. The support package, which has been confirmed until 31 January 2011 in response to the Italian Banking Association‘s decision to extend the ―Joint Notice‖ initiatives, consists in the following products aimed at In the course of the year, the overall operations of the division were supported specific target customers: Made in Italy 21 (for by the Lazio Region Corporate Platform, an across-the-board Group coordinating structure within the current organisation of both the Parent Italian companies exporting goods and services), Company and the Distribution Network, in order to best capitalise on the Forza 5 and Forza 3 22 (for companies who regional diversities and specific opportunities at local level. Furthermore, the show greater protection of their workforce), platform offers the possibility to strengthen the intragroup interaction processes among the Retail Banks and the Product Companies with a view to Prorogatio 23 (or companies suffering from lack creating a ―corporate financial community‖ across the country that fosters the of liquidity due to late payments by the Public development of an innovative, integrated offer with a high cross-selling rate through a mre advanced commercial tracking of customers. The Platform, Administration), Insieme Plus24 / Investo Plus25 which launched its commercial activities in the first quarter of 2010, contacted (for companies whose undercapitalisation approx. 700 corporate non-customers with satisfactory results in terms of new credit facilties approved. In addition, it also entered into the following penalizes their credit worthiness and rating). A agreements in the course of the year: grace period for instalment payment of principal An agreement was signed with Banca Impresa Lazio which, against the for a maximum of 12 months on mid/long term, allocation of regional funds, involves the guarantee of the latter on new secured or unsecured loans (Time Out)completes mid-long term loans issued by BMPS to businesses of the Lazio Region under a ceiling of € 50 mln. the framework of initiatives launched by the An agreement promoted by the City of Rome to facilitate the access to group, which pioneered an approach which was credit for local micro-businesses and SMEs, through the release of a firstlater to be adopted at national level through the demand guarantee by Banca Impresa Lazio. Our bank has thus offered an ―Common Avis‖. As part of the aforementioned operating ceiling of EUR 25 million, also providing favourable terms and conditions. initiatives ("Joint Notice" and "Support Package for SMEs"), also targeting Small Business customers, the Group had approved over 19,000 applications for a grace period on residual debt amounting to a total of approx. EUR 8 bln. A review of the responsibilities of Cassa Depositi e Prestiti (CDP), put underway in 2010 through specific legislation, involved, among other things, the possibility for CDP to use part of the funds deriving from postal deposits and make them available to Italian banks in their granting of credit lines to SMEs in order to support the economy. On 17 February 2010 CDP and ABI signed an agreement which defined the general guidelines and principles for loans made available to banks. On 30 June 2010, the Montepaschi Group, which traditionally has always been close to the SMEs and particularly sensitive to their needs, joined an initiative with a new ad-hoc instrument called ―CDP loan‖, enabling the Group to make a highly competitive offer in support of small and medium enterprises strongly benefitting from funding at special terms. The Group has allocated a credit ceiling of EUR 317 million for such operations. With regard to activities supporting the internationalisation of companies, it should be noted that in 2010 implementation of the ―Synergies for Export" project – launched in 2009 – continued, which, together with the Trade Associations, the Chambers of Commerce and local, pre-internationalisation entities, allows the Group to offer businesses an array of integrated solutions for International Trade Finance that boost target market penetration of the ―Made in Italy‖ product. As part of the project, collaboration agreements were signed with the Chambers of Commerce and Industrial Associations (CNA Servizio Estero Reggio Emilia, Confapi Cuneo, Unione Industriale Asti and Confindustria Alessandria) through which specific credit ceilings were made available by the Group – amounting to a total of EUR 60 million – for the issue of loans for promotional, commercial and investment activities undertaken by companies belonging to these bodies. A further impetus for operations with foreign countries was given by the renewed agreement with SACE (Italian export credit insurance agency), which issues guarantees against mid-term loans granted to Short-term bridge financing which includes a bonus discount of 25% of the spread applied on any account opened with a bank belonging to the Montepaschi Group if the company shows it has exported to new outlet markets in an amount not falling below 10% of the export turnover achieved in the previous year. 21 A short-term credit facility for up to EUR 1 mln whose aim is to finance investment recovery. Distinctive features include a bonus of up to 200 basis points, expendable for 12 months and usable for any existing account with the Bank on the condition that, upon maturity, the company shows it has maintained all employees present at the date the contract was stipulated. 22 Extension, upon request and for up to 6 months, of the maturity of advances on receivables owed to companies by the Public Administration and channelled through the Bank provided that all valid certification pursuant to current regulations is supplied. 23 24 Mid/long term credit line of up to EUR 2.5 mln with gradual amortisation of capital, aimed at debt work-outs and recapitalisation plans. 25 Mid term credit line for company partners of up to EUR 1 mln with gradual amortisation aimed at company recapitalisation through capital increase. 57 REPORT ON OPERATIONS SMEs in support of business internationalisation plans(for a total of EUR 60 million), as well as the increase in guaranteed credit export transactions. As for remodelling/innovation to the product range offered, the main initiatives developed independently by the Group in 2010 are as follows: Tourinvest: a product marketed in May 2010, following the signing of the Memorandum of Understanding for the project "Italy and Tourism" aimed at supporting investments of business regeneration and development in the tourism sector; Montepaschi Terramica26: a financial package for the agricultural sector marketed in May to cover the running and/or equipment costs of a company for investments with low environmental impact; A total of EUR 130 million has been allocated for this activity. AXA-MPS Azienda sicura: a new damage insurance product, marketed in the first half of 2010, comprising 4 types of coverage: fire, theft and robbery, electronic, P&C; Financial Risk Managment: the overall revision of the product range on offer was concluded with the development of a Derivative Product Catalogue, aimed at simplifying and standardizing the offer and bringing it into alignment with new regulatory and market needs. As to Key Clients, business policies were developed through the requalification of credit support granted to customers and a revision of their relevant economic profiles. In spite of this, the various investment opportunities were not overlooked and all were considered worth exploring notwithstanding the particularly negative economic market cycle. Among these, it should be noted that the Group took part in significant syndicated lending transactions for a total of over Euro 18 bln (BMPS share was approx. 900 mln). As for the implementation of project initiatives, activities continued for the transfer of customer relations as outlined in the “Project for the Migration of Large Corporates”, which looks to centralise additional Corporate relations presenting the necessary qualitative and quantitative requirements, in the aim of guaranteeing a service that is best suited to the demands of high-standing customers. CORPORATE FINANCE Activities within the area of Corporate Finance are carried out by the Group's subsidiary MPS Capital Services Banca per le Imprese (MPSCS) which provides advanced solutions aimed at integrating the traditional credit offering, paying specific attention to the evaluation of requests for credit lines with the objective of maintaining a balanced loan portfolio. In 2010, in addition to the Project Financing initiatives in the infrastructural sector (both Civil and Health) and Real Estate (regeneration of urban areas and large real estate projects), MPSCS intensified its activities in the sector of renewable energy sources, implementing important initiatives in the wind power and photovoltaic sectors. Also of significance were the activities carried out in Acquisition Financing and Private Equity as well as ―Loan Syndication‖, which saw MPSCS in the role of Mandated Lead Arranger and Joint Arranger for the placement 21 lending transactions on the market, totalling approximately 738 million (MPSCS contibuting approx. 289 million). BUSINESS INITIATIVES FOR FOREIGN TRADE In the course of 2010, the following business agreements and activities were carried out: “One Stop Guarantee Programme” with Standard Chartered Bank, London for the management of guarantees to be issued by order of Montepaschi group customers to Sub-Saharan Africa and Asia where Standard Chartered Bank has its own branches or subsidiaries. The agreement offers several advantages, among which a pre-set pricing by Country. 26 The initiatives contained in the package target the following areas. Farming: Purchase of non-GMO seed, fertilisers, introduction of agro-environmental schemes, purchase of small farmer market agricultural equipment , as well as any other investments that are useful to the crop year and that aim to reduce the environmental impact of farming operations. Machinery and Equipment: Purchase of high-technology, low-environmental impact machinery, tractors and machines for the improvement of occupational safety. Breeding: Investments aimed at improving breeding infrastructures (eg. stable floors, ventilation systems, various pieces of equipment) and transport conditions for animals (eg. purchase of animal transport vehicles fitted with food and water supply systems , ventilation systems etc.). Company partners: Loans to members of cooperatives intended to strengthen corporate capital. 58 REPORT ON OPERATIONS ―Risk sharing‖ with ANZ (Australia) and Banque Misr (Egypt) on the basis of which several significant transactions were executed in favour of Group customers; ―Forfaiting Agreement‖ with various Chinese banks supporting transactions for the discounting of documentary credit without recourse, effected by our branch in Shanghai. OPERATING RESULTS As at 31 December 2010 total funding for the Corporate banking division stood at approx. 91 bln, up 7% on the previous year. The figure includes direct funding, standing at approx. 47 bln, down on December 2009 (-2.2%) due to the lesser contribution of funding with market counterparties. Direct funding from corporate customers was up by over 4 bln from the previous year (+20.7%) largely owing to the increase in short-term and on-demand funding. Indirect funding (approx. 44 bln; +19.2% YoY), boosted by assets under custody, benefitted above all from the market impact upon deposits from Large Corporate Customers. With regard to active loans, at the end of 2010 volumes from the Corporate banking division amounted to approx. EUR 75 bln, up by 4.7% on the previous year following the increase in mid-long terms loans. In 2010, the Corporate banking division improved its Net Operating Income by 31.4%, standing at approx. EUR 617 million at the end of the year. Basic income, at approx. EUR 1.853 million (-1.5% YoY), was weighted down by the drop in interest income (-5.6%), partially alleviated by the increase in net commissions (+9.8%) which was especially propped up by income from the placement/continuing of asset managment products. As far as costs are concerned, there was a reduction in loan adjustments (19.5% YoY) and in operating expenses (-5.5%). The cost-income ratio for the sector stands at 31.5%. Corporate Banking 31/12/10 (EUR mln) % chg yoy PROFIT AND LOSS AGGREGATES Net interest income Net fees and commissions 1.305,4 -5,6% 547,6 9,8% 56,9 -31,3% 1.909,8 -2,8% Net v alue adjustments due to impairment of loans and financial assets 691,3 -19,5% Operating expenses 601,4 -5,5% Net operating income 617,1 31,4% Activ e loans and adv ances to customers 74.949,3 4,69% Customer accounts and securities 46.988,3 -2,2% I ndirect funding from customers 43.689,1 19,2% Assets under management 2.129,5 -13,6% Assets under custody 41.559,7 21,5% Financial and insurance income Net Financial income (loss) BALANCE SHEET AGGREGATES As to performance and results delivered by companies under the Corporate banking division, the following are highlighted: - MPS Capital Services Banca per le Imprese: posted a net profit of approx. EUR 82 mln (approx. 50 mln as at 31 December 2009); - Mps Leasing & Factoring and MPS Commerciale Leasing: achieved a net profit of 6.9 mln as at the end of December 2009 (1.6 mln in 2009); With regard to the Group‘s banks abroad: - Monte Paschi Banque: net income from banking activities came to approx. 46 mln, in line with the result of the previous year(-43.8 mln in net losses for 2010); - Monte Paschi Belgio: posted revenues for 21 mln (approx. 23 mln as at 31/12/2009), achieving a net profit for the year of approx. 1.4 mln. 59 REPORT ON OPERATIONS THE CORPORATE CENTER The Corporate Center is an aggregation of: a) operating units which, on an individual basis, are below the benchmarks required for primary reporting; b) the Group‘s head office units (including governance and support, proprietary finance, equity investments and segments of divisionalised entities, which include in particular ALM, Treasury and Capital Management); c) service units providing support to Group units, particularly with regard to collection of doubtful loans (reporting to the Credit Management Area), real estate management, and IT systems management and development (all reporting to the ―Human Resources, Organisation, Property and Facility Management). The Corporate Center also incorporates the results of Biverbanca (not yet reporting to the bank‘s divisions), the profit & loss of companies consolidated with the equity method and those held for sale, as well as cancellations of intragroup entries. GROUP FINANCE PROPRIETARY FINANCE As at 31 December 2010, the Group's portolio of Securities and derivatives came to EUR 36.3 bln with Italian government bonds accounting for 65%, mainly included under accounting category, AFS (72%), and, to a lesser degree, under HFT (27%)27. Breakdown of banking book – Italian Government bonds Breakdown of banking book by issuer class 72% Government Domestic Financial 67% 18% Financial - Subordinated Equities 27% 4% 2% 3% 1% 5% Government 1% Corporate Derivates and other HFT AFS LAR In 2010, developments in the portfolio were in relation to investments, both strategic and shortterm, made by the Group, primarily in Italian government bonds so as to boost Interest income within a market framework that continues to be characterised by a steep yield curve. Consequently, at the end of the period, the portfolio registered an increase of EUR 9.5 bln against 31/12/2009 and a fall of EUR 2.6 bln as compared to June: The breakdown of the securities and derivatives portfolio was determined by taking into consideration the portfolios of Banca Monte dei Paschi and Mps Capital Services alone, which account for just under 95% of the Group's securities portolio. 27 60 REPORT ON OPERATIONS In particular: HFT Portfolio: +2.3 bln on 31/12/2009 and -6.3 bln on 30/06/2010 due to maturing Italian government bonds and the disposal of capital gain-generating positions with a simultaneous risk profile reduction; AFS Portfolio: +6.9 bln on 31/12/2009 and +3.4 bln on 30/06/2010 following strategic investments in Italian government bonds covered by interest rate risk through ad-hoc hedgeaccounting policies ―hedge accounting‖ but exposed to counterparty risk. With regard to the Group's Trading Book, market risk in terms of VaR (Value at Risk)28 came to EUR. 9.41 mln at the end of 2010, in line with levels registered at 31/12/2009. In the second quarter VaR was affected by the high volatility of credit spreads, with particular reference to Italian sovereign debt linked to the crisis in Greece, while in the second half of the 2010 it remained below the annual average (16.62 mln) recording a peak in September (which was then reabsorbed) attributable to directional trading on rate derivatives (interest rate future options) by the subsidiary MPS Capital Services. A look at the Group‘s legal entities shows that market risk continues to be concentrated in MPS Capital Services (66% of total risk at the end of December 2010) and Banca Monte dei Paschi di Siena (approx. 31%), with the remaining part attributable to other banks (3%). Market risk in the Group‘s ―Regulatory Trading Book‖, is operationally monitored using VaR (Value-at-Risk), as further explained in the Notes to the Financial Statements – Part E – Risks and hedging policies). 28 61 REPORT ON OPERATIONS MPS Group VaR Trading Book VaR Breakdown per Bank: 31.12.2010 MPS Capital Services 66% MPS Bank 31% Other Banks 3% A breakdown of VaR by risk factors as at 31/12/2010 shows that 40% of the Group‘s portfolio was allocated to risk factors such as Credit Spread (CS VaR), 28% was absorbed by equity risk factors (EQ VaR), 25% was absorbed by interest rate risk factors (IR VaR) and the remaining 7% by foreign exchange risk factors (FX VaR). MPS Group VaR Trading Book VaR Breakdown per Risk Factor: 31.12.2010 FX VaR 7% EQ VaR 28% CS VaR 40% IR VaR 25% During the year, the Group‘s VaR ranged between a low of € 8.84 mln recorded on 27 September and a high of € 34.44 mln on 12 May. On average, VaR was € 16.62 mln during the year. The exact end-of-year figure was € 9.41 mln. g MPS Group: Trading Book VaR 99% 1 day in EUR/mln V aR Date 9,41 31/12/2010 Min 8,84 27/09/2010 Max 34,44 12/05/2010 A verage 16,62 End of Period THE NET INTERBANK POSITION AND LIQUIDITY MANAGEMENT In the course of 2010 the Montepaschi Group continued to ensure the required level of liquidity making the most of all channels at its disposal for the short-term portion of the curve. Within this context, internal behavioural rules, aimed at an increasingly efficient monitoring of flows from business activities, have led to a particular focus on liquidity settlement and cash forecasts with the aim of further improving the management of the Group‘s financial and business flows. Against this backdrop the net interbank position came to approx. EUR 15 bln as at 31 December 2010, up by 3 bln on December 2009 but down by approx. 400 million as compared to 30/09/2010. The trend reflects the approach implemented by the Group in the latter part of the year to reduce the recourse to short-term market funding with banks, in relation to the increase in the cost of funding following the expected recovery in short-term rates. 62 REPORT ON OPERATIONS At the end of December 2010 the short-term and structural liquidity position showed a non-committed counterbalancing capacity of approx. EUR 6.6 bln against EUR 6.4 bln at the end of 2009. 63 REPORT ON OPERATIONS GROUP EQUITY INVESTMENTS In line with the guidelines of the 2008-2011 Group business plan, in the course of 2010 the Group continued the process for the reorganisation of its equity investment portfolio. Following are the main transactions effected for the period: New equity investments More specifically, the Parent Company acquired the following investments: a 21.75% shareholding (with voting rights of 33.67%) in Casalboccone SpA, a company set up to manage the development of a real estate area in Rome (Casalboccone); a 90% shareholding in MPS Covered Bond Srl, a vehicle company that became part of the Montepaschi Group, acquired for the establishment of a Covered Bond Programme, issued on a rotational basis, for up to a maximum of EUR 10 bln and guaranteed by a portfolio of residential and/or commercial mortgages; a 21.75% shareholding in Sansedoni Siena Spa, a company stemming from the total nonproportional spin-off of Sansedoni Spa (already 15.71% held), which was subsequently dissolved. a 22.24% shareholding in Asset Management Holding SpA following the disposal of the investment in Prima Holding SpA. The investment in the share capital of Asset Management Holding SpA is the result of the new partnership established in the asset management sector with the Anima Group. Capital raising/reinstatement transactions and equity investment growth Transactions of this kind effected by the Parent Company, were mainly concentrated in the second half of the year and involved: Payment of a further tranche in the share capital of Aeroporto di Siena Spa, subscribed to in April 2008; Participation in the reinstatement of capital for Crossing Europe GEIE – which became a consortium with limited liability – maintaining a 9.6% shareholding; Increasing its shareholding in HOPA SPA from 14.24% to 14.77%, following enforcement of the lien claimed by Banca Monte Dei Paschi di Siena SpA against the two borrowing companies. subscription of capital raising for Monte Paschi Banque, 100% controlled by the Parent Company. Disposal/Sale of equity investments Since the start of the year the Parent Company completed the following major transactions: sale of its 0.11% shareholding in Realty Vailog SpA, agreeing to the takeover bid launched by Industria e Innovazione SpA; Sale of a part of shares in VISA INC on the NYSE, reducing its shareholding from 0.011% to 0.004%. divestiture of its 0.17% shareholding in CA.RI.CE.SE.; Srl; divestiture of its 1.20% shareholding in Centrosim SpA; disposal of a part of its stake in Siena Mortgages 10 7 Srl, reducing its shareholding from 9.1% to 7%; divestiture of its 10.39% shareholding in Società di Promozione del Mercato Alternativo del Capitale SpA. divestiture of its 40% shareholding in Riscossione Sicilia SpA ; divestiture of its 40% shareholding in Serit Sicilia SpA; divestiture of its 30.98% shareholding in Prima Holding SpA; Sale of a part of shares in Bilanciai International SpA, reducing its shareholding from 3.75% to 3.19%. Furthermore, the following initiatives were also undertaken by the other Companies of the Montepaschi Group: 64 REPORT ON OPERATIONS MPS Investments29: (i) acquired a 12.08% shareholding in GAL Ponte Lama Scrl; (ii) participated in the capital raising of GAL Terre dei Messapi Srl, reducings its proportion of share capital from 9.52% to 4.22%; (iii) sold its 7.55% shareholding in Consorzio per l‘Assistenza Tecnica alle Piccole e Medie Imprese Scrl, a Consortium providing technical support to SMEs; (iv) sold its 0.34% shareholding in BIC Umbria SpA; (v) subscribed to investment shares issued by Società Cooperativa Bilanciai di Campogalliano, acquiring a 5.94% in its share capital; (vi) took part in the setting up of Fondo Italiano d‘Investimento SGR SpA30, subscribing to a stake of 14.28%; (vii) acquired a 7.10% shareholding in Realty Vailog SpA following the reverse merger of Industria Innovazione SpA (12.22% shareholding); subsequent to the transaction, the acquiring company changed its name to Industria e Innovazione SpA; (viii) subscribed to the reinstatement of capital for Crossing Europe GEIE – which became a consortium with limited liability – maintaining a 19.20% shareholding; (ix) took part in the set up of AD Impresa, subscribing to 30% of its share capital; (x) exercised the right of withdrawal from the Cooperativa Italiana di Ristorazione (8.11% shareholding) and renewed its subscription of investment shares for a total 5.53% of the share capital in the Cooperativa; (xi) partially divested the shareholding in AD Impresa SpA, reducing its stake from 30% to 20%; (xii) sold its 49.5% shareholding in Società Incremento Chianciano Terme SpA as a result of the liquidation and dissolution of the company; (xiii) acquired a 34.65% shareholding in Terme di Chianciano SpA. MPS Capital Services: (i) subscribed to the capital raising of S.T.B. Società Terme del Benessere SpA, increasing its shareholding from 13.7% to 13.81% (ii) completed the disposal of its investment in Kerself SpA with the subsequent sale of small packets of shares on the Stock Exchange; (iii) took part in the setup of RE.GE.IM. Realizzioni e Gestioni Immobili di Qualità SpA with a 40% of share capital. Consum.it SpA: joined the "Consorzio Operativo Gruppo Montepaschi" (Montepaschi Group‘s Operational Consortium) by subscribing to a 0.03% stake in the consortium. Banca Antonveneta SpA: increased its shareholding in "Padova 2000 Iniziative Immobiliari Srl" from 45.01% to 100%, since it was the only partner to have taken part in the reinstatement of share capital, reduced as a result of losses. Banca Monte Paschi Belgio SA: took part in the reinstatement of share capital for Crossing Europe GEIE (which became a consortium with limited liability) maintaining a 3.70% shareholding. Cassa di Risparmio di Biella e Vercelli SpA: (i) subscribed to the capital raising of Eurofidi Società Consortile di Garanzia Collettiva Fidi Scpa, increasing its shareholding from 0.445% to 0.677%; (ii) sold a part of its investment in Cedacri SpA, taking its shareholding from 5.48% to 2.73%; The following one-off Group transactions are also reported: the merger by absorption of Padova 2000 Iniziative Immobiliari Srl into MPS Immobiliare SpA, with legal effect as of 31 December 2010, having acquired 100% of the stake from Banca Antonveneta SpA; the proportional partial demerger of banking business (13 branches) from Banca Antonveneta SpA to Cassa di Risparmio di Biella e Vercelli SpA was completed, with legal effect as of 19 October 2010. Subsequent to the simultaneous increase of paid capital subscribed to by minority shareholders, the investment in Biverbanca grew from 59% to 60.42%; the proportial partial demerger of real estate properties in use and other related assets by MPS Immobiliare SpA in favour of Banca Monte dei Paschi di Siena SpA and Banca Antonveneta SpA was completed with legal effect as of 31/12/2010. Moreover, the mergers by absorption of the following subsidiaries also went ahead in the course of the year: MPS Banca Personale SpA, with legal effect as of 19 April 2010; The merger by absorption of MPS Investments into Banca Monte dei Paschi di Siena took effect as of 29/12/2010. All accounting and fiscal implications are effective as of 1/1/2010, hence all transactions carried out by MPS Investments have been accounted for in the Financial Statements of Banca Monte dei Paschi di Siena. 29 The asset management company (it. SGR) is awaiting authorisation from the Bank of Italy. The company – equally owned by the Ministry for the Economy and Finance, Cassa Depositi e Prestiti, Intesa Sanpaolo, UniCredit, Confindustria and ABI – will manage a closed-end mutual Securities investment fund focused on small and medium businesses. 30 65 REPORT ON OPERATIONS Antenore Finance SpA, with legal effect as of 4 May 2010; Theano Finance SpA, with legal effect as of 4 May 2010; MPS SIM SpA, with legal effect as of 17 May 2010; Siena Mortgages 00-1 SpA, with legal effect as of 10 June 2010; Ulisse SpA under liquidation, with legal effect as of 11 June 2010; MPS Investments SpA, with legal effect as of 29 December 2010; Paschi Gestioni Immobiliari SpA, with legal effect as of 31 December 2010. 66 REPORT ON OPERATIONS INTEGRATED RISK AND CAPITAL MANAGEMENT 31 The Risk Management Process The Montepaschi Group attaches the utmost importance to the process of identifying, monitoring measuring and controlling risk. The risk management process within the Group has been further enhanced in recent years with the gradual extension of the advanced models to the various entities within the Group for operational and reporting purposes. The fundamental principles of the Montepaschi Group‘s Risk Management process are based on a clear-cut distinction of the roles and responsibilities of the different functions at first, second and third-levels of control. The Board of Directors of the Parent company is responsible for defining strategic guidelines and risk management policies at least on a yearly basis and setting the overall level of risk appetite for the Group also quantitatively in terms of Economic Capital. The Board of Statutory Auditors and the Internal Controls Committee are responsible for evaluating the level of efficiency and adequacy of the Internal Controls Systems with particular regard to risk control. Top Management is responsible for ensuring compliance with risk policies and procedures. The Risk Committee establishes Risk Management policies and ensures overall compliance with the limits defined for the various operating levels. The Risk Committee of the Parent Company is also responsible for assessing initiatives for capital allocation and submitting them to the Board of Directors and assessing (Regulatory and Economic) capital consumption at Group level and for each strategic business area and/or company of the Group as well as the trends of risk/return performance indicators. The Finance Committee of the Parent Company has the task of setting the principles of – and providing strategic guidance for – Proprietary Finance. Furthermore, it deliberates and submits proposals concerning the interest rate and liquidity risk exposure of the Banking Book and defines Capital Management actions required. The ‗Internal Controls‘ Area has the task of performing an independent and object "assurance" and advising activity, aimed both at monitoring the compliance of operations and risk trends (also through onsite inspections) and at assessing the efficiency of the overall internal control system with a view to improving the effectiveness and efficiency of the organisation. The Risk Management Area of the Parent Company defines integrated analysis methodologies needed to measure overall risks so as to guarantee they are accurately measured and constantly monitored. It also quantifies Economic Capital consumption as well as the minimum amount of capital to be held to cover all existing risks. The Area produces control reports and ensures compliance with the operational limits set by the Board of Directors on the basis of internally-developed models. The Risk Management area is also responsible for measuring, monitoring and controlling risk and performances of investment services/products offered to or held by the customers. The Business Control Units which are internal to the business and operating units of the Parent Company and Group subsidiaries, carry out conformity checks on transactions and are the first level of organisational supervision of operations within the more general system of Internal Controls. From an overall organisational and governance point of view with regard to Group risk, it should be noted that in the first half of 2009, the Risk Management Area was made to report directly to the Genral Manager while maintaining a functional connection with the Board of Directors and the CFO. The change was in alignment with regulatory provisions and international best practices and aims at guaranteeing greater autonomy and forcefulness to risk management actions and to the effectiveness of the entire risk management and control process. As a consequence of the re-allocation, new risk information flows were designed for the Group‘s Top Management (Chairman, Chief Executive Officer and Internal Controls Committee) and for the Board of Directors in addition to the already-existing reporting flows. Among the types of risk which the Montepaschi Group may incur in its day-to-day operations, the main ones include: credit risk, For additional details on Risk Management methodologies and models see Notes to Financial Statements – Part E – Information on Risks and Associated Hedging Policies. 31 67 REPORT ON OPERATIONS counterparty risk, issuer risk, concentration risk, market risk (price, interest rate and foreign exchange) in relation to the Trading Book, interest rate risk for the Banking Book (Asset & Liability Management - ALM), liquidity risk, equity investments risk, UCITs risk (alternative funds), operational risk, business risk, real-estate risk, reputational risk. Risk inherent in investment products/services for the Group's customers are also monitored, with a view to protecting the customer and preventing any potential repercussions in terms of reputation. Basel 2-associated activities In line with the principles set out in the new Accord on Capital Adequacy (Basel II) in relation to First Pillar risks, in the first half of 2008 the Montepaschi Group completed its work on the internal models for credit and operational risks. Pursuant to Circular Letter 263/2006 of the Bank of Italy, on 12 June 2008, with decree no. 647555, the Montepaschi Group was officially authorised to use the advanced models for the measurement and management of credit risk (AIRB – Advanced Internal Rating Based) and operational risk (AMA – Advanced Measurement Approach) as of the first consolidated report at 30/06/2008. Throughout the year work continued on the completion and extension of these models to those entities not included in the initial scope of validation, as did the activities aimed at improving the internal market and counterparty risk models. With a more specific regard to credit risk, the use of the AMA model was extended to new Banca Antonveneta and to Antonveneta branches merged into Banca MPS, leading to significant improvements in efficiency in terms of economic and regulatory capital. Furthermore, activities continued in relation to Second Pillar compliance and to the optimisation of the Group's Internal Capital Adequacy Assessment Process (ICAAP). As per regulations, a comprehensive ICAAP report was prepared by the Group and subsequently sent to the Supervisory Authority. With regard to Pillar III, the Public Disclosure document is a highly-effective summary through which the Market is provided with all the relevant information as to activities under way, capital adequacy and risk exposure, as well as a general description of the systems used to identify, measure and manage such risks. The Montepaschi Group, a class 1 bank under Supervisory classifications, fulfilled the obligation of quarterly disclosure as instructed in Supervisory regulations. In order to ensure compliance with the disclosure commitments contained in the regulations, specific planning initiatives were put forth with the objective of optimising the drafting and timely publication of the document as well as the relevant organisational processes. The working group, coordinated by the Risk Management Area, under the responsibility of the manager in charge, saw the collaboration of all of the Parent Company's main units. The report is published on the Montepaschi Group website (www.mps.it/Investor+Relations) and is regulary updated on the basis of the current regulatory framework. 68 REPORT ON OPERATIONS An analysis of the Montepaschi Group’s Economic Capital The Overall Economic Capital (or Overall Absorbed Capital) is intended as the minimum amount of capital resources required to cover economic losses resulting from unforeseen events generated by the simultaneous exposure to different types of risk. In order to quantify Economic Capital all types of risk come into play with the exception of liquidity and reputational risk which, instead, are mitigated through organisational policies and processes. The Risk Management Area of the Parent Company periodically quantifies the Economic Capital for each type of risk, mainly on the basis of internally-developed models for each risk factor. The methodologies are largely developed with a Value-at-Risk (VaR) approach and are thus aimed at determining the maximum loss the Group may incur with a specific holding period and within a pre-set confidence interval. For certain risk factors and specific portfolio categories (Credit Risk and Operational Risk in particular), the models were officially validated by the Supervisory Authorities for regulatory purposes. The outputs from the models developed internally for the different risk factors (validated and operational) constitute the main tool for the day-to-day control and monitoring of the risk exposures generated in these areas and for the control of operating limits and delegated powers in accordance with the guidelines given and approved by the Parent Company. With regard to credit risk, most of the input for the Credit Portfolio Model – also under continuous methodological development – originates from the internal models used for reporting purposes which, in conjunction with additional information and fine-tuning, aim to measure risk from a strictly operational logic. In terms of Operational Risks, the model‘s output at Group-level is re-allocated on the basis of the historical loss criteria, the estimate provided by top management as well as the gross income and is used for operating purposes. Furthermore, the Overall Economic Capital also contains information on the sensitivity shift in economic value resulting from the internal Asset & Liability model which, in the past year, was continuously fine-tuned following an improvement in the representation and measurement of core deposits, behavioural patterns (prepayment risk) and related options. Business risk is currently measured as a risk factor in relation to the rigidity of the cost structure with respect to the changes in the business structures caused by external market components and internal strategies opted for. Equity investment risk is the risk resulting from the volatility of market valuations in relation to the equity investments held in the portfolio. Real estate risk is the risk of incurring potential losses resulting from unexpected changes in the real estate portfolio. As mentioned above, liquidity risk – which saw significant developments in its monitoring procedure – is not included in the quantification of Economic Capital. Nevertheless, the Montepaschi Group established operational limits as well as a formal liquidity risk management policy both for situations of business-asusual and those of market stress. More specifically, on the basis of pre-determined tolerance thresholds, specific contingency plans were set out and formalised, ready to be activated should the need arise. Specific mitigation policies were defined in relation to other risks which cannot be measured using a quantitative approach (e.g. reputational risk). The Economic Capital by risk factor, therefore, results from the corresponding operating metrics of risk quantification. VaR measurements by risk factor maintain their own ―individual‖ validity in accordance with current regulations and international best practices and are established with differentiated holding periods and confidence intervals. The Overall Economic Capital, therefore, results from the combined measurement of each risk factor listed: the measurements are standardised both in terms of time horizons (yearly holding period) and selected confidence interval – in line with the rating assigned to the Montepaschi Group by the official rating agencies – and are subject to intra-risk and inter-risk diversification processes. The final output shows the Group‘s Overall Economic Capital or Overall Internal Capital for the different types of risk along with the weight of inter-risk diversification with respect to the building-block approach which does not involve quantification. The total of these micro risk-factors, which directly impact the Group‘s equity, is subject to regular measurement by the Parent Company‘s Risk Management Area which prepares all the periodical documentation for the Parent Company‘s Risk Committee and for the Board of Directors. 69 REPORT ON OPERATIONS Finally, Planning & Control is responsible for reporting results adjusted by risk and determining the specific value creation in a risk-adjusted logic using metrics of measurement consistent with income and absorbed economic capital. Moreover, it reformulates the risk measures received from the Risk Management Area for the Group's individual legal entities and business units. The allocation of capital, in terms of balance, forecasts and periodical monitoring, is also determined by Planning Area in conjunction with the corporate bodies of each legal entity, with specific reports prepared according to the individual business lines of the banks included in the scope of consolidation and submitted to the Parent Company's Risk Committee for approval. Diversified Economic Capital MPS Group - 31.12.2010 Equity Risk 7% Credit risk 62% Financial Risk 20% Real Estate Risk 2% Business and Operating Risk 9% As at 31 December 2010, the Overall Economic Capital of the Montepaschi Group (excluding intra-group operations) was broken down as follows; credit risk (62% including counterparty risk, issuer risk and concentration risk), equity investments risk (7%), operational and business risks (9%). The working capital against financial risk (mainly consisting in typical trading book and ALM Banking Book) amounts to approx. 20% of the Overall Economic Capital. Capital against real estate risk comes to 2%. Further information on the nature, control and monitoring of the individual types of risk is provided in Part E of the Notes to the Financial Statements. 70 REPORT ON OPERATIONS ADDITIONAL INFORMATION ON INVESTMENTS CONSIDERED HIGH-RISK BY THE MARKET Introduction This section contains additional information on investments which are considered by the market to be high-risk as a result of the 2007 financial crisis caused by the default of vehicles containing US sub-prime mortgages. These same issues were previously analysed in the Financial Stability Forum Report of 7 April 2008 32 which showed how market turbulence had increased the need for financial companies to disclose their exposures in what the market considered as increasing-risk instruments. The issues were subsequently considered in the international accounting standards, IAS/IFRS33 and in the two joint documents by the Bank of Italy, Consob and Isvap34in 2009 and 2010 respectively. On a general level, two major aggregates may be defined: the first refers to financial positions with direct exposures to subprime, Alt-A and monoline insurer segments, directly impacted by the crisis, while the second to all other financial positions of structured credit which may suffer as a result of the general crisis in the financial markets. In the first aggregate, positions are substantially irrelevant. As at 31-12-2010: there are no subprime exposures; there are no leveraged finance exposures; there are no exposures or guarantees on conduit loans and SIVs; the monoline insurer exposure comes to a nominal amount of approx. € 0.65 mln. With regard to the second aggregate, in particular to third-party structured products held in the portfolio, as at 31 December 2010, it should be noted that: current long positions totalled approx. EUR 1,967 mln in terms of book value, slightly higher (approx. 5%) than in December 2009, though slightly lower (approx. 3%) than in June 2010. Approx. 95% of these exposures were investment grade (vs. 91% in December 2009), short net exposures in credit derivatives on standardised credit indices came to a nominal EUR -356 mln (book value of approx. EUR -10 mln). *** The following information is in line with the guidelines set out by Consob in its request no. 8069681 of 23 July 2008. Previously provided information relating to the Consolidated SPEs, Fair Value hierarchy and derivative transactions with customers, is now reported in the Notes to the Consolidated Financial Statements. 32 33 Financial Stability Forum, ―Rafforzare la solidità dei mercati e degli intermediari‖, 7 April 2008. See amendment to IFRS 7 transposed at European level with EC Regulation no. 1165 of 27November 2009 on fair value hierarchy. Bank of Italy, Consob and Isvap, ―Information to be provided in the financial reports in relation to business continuity, financial risks, checks for the reduction of assets value and uncertainty in the use of estimates‖, 6 February 2009. Bank of Italy, Consob and Isvap, ―Disclosure in financial reports on asset impairment tests, financial debt contract clauses, debt restructuring and fair value hierarchy‖, 4 March 2010. 34 71 REPORT ON OPERATIONS CREDIT STRUCTURED PRODUCTS Business Model description – objectives and strategies A portion of the Montepaschi Group‘s capital is allocated to stock market investments, an area in which the Group pursues a multitude of objectives. In particular, the Group aims to: attain a risk-adjusted return that is significantly higher than the cost of allocated capital so as to create value for the shareholders; achieve diversification with respect to other risks that are typical of its business; maintain in-depth and up-to-date knowledge of financial market trends which additionally and inevitably condition the domestic markets in which the Group mainly operates. In pursuing the above objectives, the Group set up a specifically dedicated unit within the Finance Area of the Parent Company. The scope of operations within the financial markets tends to be as broad as possible so as to draw the maximum benefit from risk diversification and reduced exposure to specific sectors of the stock market. For this purpose, in addition to typical investment activities in government bonds, securities and forex markets, 2002 also saw the launch of targeted activity on the market of corporate bonds and credit derivatives. The specifically dedicated unit followed market pattern developments over time, making investments in structured bonds as well. These investments are compliant with the above-mentioned process of diversification. Financial technology has actually made it possible over time to take positions on specific credit risk components such as correlation and recovery through structured bonds. A specialist desk was also set up within MPS Capital Services to support this Parent Company structure. The investment process, for this area too, starts with the specific analyses and evaluations made by the traders in a bottom-up logic. The process is included in the overall monitoring of portfolio risks. In other terms, positions are taken following an analysis by traders and within the maximum risk profile of the portfolios. All operations in securities markets are subject to risk limits set by the Board of Directors that are monitored daily by the Business Control Unit and the Parent Bank‘s Central Risk Management Unit. These are stop-loss and risk limits, including nominal limits for maximum exposure for major issuer categories broken down by rating. The information provided below relates to the entire Montepaschi Group. For the purposes of this report, the category of Structured Credit Products is intended in a broad sense and refers – in keeping with the instructions initially provided by the Financial Stability Forum (currently the Financial Stability Board) – to investments in securities issued by special-purpose vehicles outside the Montepaschi Group and not included in the aforementioned disclosure concerning Consolidated SPEs, and to structured credit derivatives. For the sake of reporting clarity, an annex provides a brief description of the various types of investments and acronyms used in this paragraph. The exposures reported are separated between "long positions" and "short positions"as at 31 December 2010. ―Long positions‖ are mainly taken in the form of cash instruments, while "short positions" are held through credit derivatives on indices. Impact on the bank‘s activities The overall book value of long positions in structured credit products, amounting to EUR 1,967.33 mln, accounts for approx. 0.8% of consolidated assets. The definition of structured credit product used in this section does not correspond to the definition of structured debt security considered for accounting purposes insofar as not all structured credit products embed credit derivatives, which need to be separated [from their host contract] for IAS/IFRS purposes. The value of structured products is allocated as follows: under account 20 ―held-for-trading financial assets‖ in the amount of EUR 368.12 mln, or 19% of total long positions; under account 40 ―held-for-sale financial assets‖ in the amount of EUR 124.57 mln, or approx. 6% of total long positions; 72 REPORT ON OPERATIONS under account 60 ―Loans and advances to banks‖ and 70 ―Loans and advances to customers‖ in the amount of EUR 1,474.64 mln, or 75% of total long positions. The total book value of net short positions in credit derivatives on indices is EUR -10.42 mln. 73 REPORT ON OPERATIONS Description of long positions The information provided is divided into macro-categories of structured credit products and includes the nominal amount, risk exposure and realized and non-realised P&L impact for 2010. More specifically, for the risk exposure of long positions, the tables report the book value which reflects economic loss in the event of default with a very conservative estimated recovery of zero. Realised expense and income consist in losses and profits from trading for the period of reference; devaluations and revaluations with a P&L effect show the change in book value directly posted to P&L, whereas, in the case of instruments classified as Available for Sale (AFS), devaluations and revaluations show the change in book value posted under equity reserve. All amounts are expressed in EUR million. It should be noted that subsequent to the reclassification of financial assets in the second half of 2008, a part of these products (previously classified as HFT or AFS) was transferred to L&R, with a consequent change in their book value recognition (now valued at amortised cost) and corresponding methods for determining impact on P&L and equity reserves. More specific to this section, the P&L impact of L&R positions does not take account of the ―latent‖ capital gains/losses which would have been recorded if there had been continuity in the assessment criteria in addition to AFS reserves relating to financial assets transferred from the AFS to the L&R portfolio. Overall, at Group level, long positions in structured products amount to a nominal value of 2,177.51 EUR/mln, equivalent to a book value of approx. 1,967.33 EUR/mln. With reference to classification for Supervisory purposes, the positions are mainly allocated to the Banking Book (93% in terms of book value) and, in a smaller degree, to the Trading Book (approx. 7%). With regard to the Banking Book (book value of approx. 1,826.74 EUR/mln), there is a prevalence in CLNs which account for approx. 57%, followed by CDOs which come to approx. 34%. The remaining 9% refers to ABSs and Dynamic Managed Portfolios. The Trading Book, on the other hand, contains investments for a book value of 140.59 EUR/mln, approx. 90% of which is accounted for by ABSs and 10% by CDOs. Montepas c hi Group C redit S truc tured Produc ts : Total E xpos ure Long pos itions (EUR/mln of 31.12.2010) Expos ure Unrealized Profit/L os s Effect on Net Equity Ins trument C ategory Banking Book ABS CDO CLN Dynamic Managed Portfolio 48,83 768,41 1073,22 100,00 44,27 628,26 1046,61 107,60 -0,26 0,32 0,00 0,00 0,00 16,68 -7,15 3,10 0,98 0,16 8,78 0,00 Banking Book Total Trading Book Nominal Realized Profit/L os s C las s ification 1990,46 1826,74 0,06 12,63 9,92 ABS CDO 136,00 51,05 126,16 14,43 2,12 0,54 2,28 -0,96 0,00 0,00 Trading Book Total 187,05 140,59 2,66 1,32 0,00 2177,51 2165,86 1967,33 1875,59 2,72 13,95 9,92 C redit S tructured Products Total - 31.12.2010 C redit S tructured Products Total - 31.12.2009 Due to the limited significance of the positions in the Trading Book, the analysis reports the details of all positions without, however, breaking them down by supervisory criteria. The table below provides a product breakdown of long exposures by type of structure (synthetic or traditional) and by type of product (ABS, CDO, CLN, other). A traditional structure involves investments in funded structures which do not embed credit derivatives, whereas a synthetic structure involves unfunded and funded structures which include credit derivatives. As a whole, traditional structures account for 55% and synthetic for 45% of the total. 74 REPORT ON OPERATIONS Following is the breakdown of long positions by rating. C redit S truc tured Produc ts E xpos ure (EUR/mln) Rating Nominal Realized Profit/L os s Expos ure Unrealized Profit/L os s Effect on Net Equity AAA AA+ AA AAA+ A ABBB+ BBB BB+ BB BBB+ B CCC CCCCC C 228,36 8,56 412,25 230,39 632,87 352,74 16,72 109,65 68,64 5,67 22,40 2,00 2,00 20,71 6,00 11,50 41,00 6,05 231,50 6,59 367,24 154,81 648,20 337,66 16,74 107,93 65,85 4,06 7,03 1,56 1,65 7,03 1,08 2,99 5,41 0,00 1,75 0,00 0,68 0,21 0,08 -0,28 0,00 0,00 0,01 0,08 0,00 0,00 0,00 0,20 0,02 0,00 0,00 -0,03 3,49 1,90 -0,01 14,27 -7,33 2,22 0,00 1,77 0,00 0,00 0,00 0,00 0,00 -0,15 0,12 -0,39 -1,35 -0,59 0,01 0,15 0,50 0,00 8,78 0,00 0,00 0,00 0,00 -0,35 0,32 0,00 0,00 0,51 0,00 0,00 0,00 0,00 Total 2177,51 1967,33 2,72 13,95 9,92 Overall, 95% of nominal exposures is made up by Investment Grade Securities (with rating up to BBB-) with Subinvestment Grade securities making up the remaining 5%. ABS exposures The following information concerning ABSs is provided in relation to geographical area, segment and vintage of underlying assets. ABS E xpos ure (EUR/mln) 26,56 55,30 25,42 48,29 Realized Profit/L os0,94 s 0,22 RMBS 102,97 96,72 0,70 2,24 0,49 Total 184,83 170,43 1,86 2,28 0,98 C las s ification Other ABS CMBS Nominal Expos ure Unrealized Effect on Net Profit/L os0,07 s Equity 0,01 -0,03 0,48 Overall, 85% of the book value refers to positions with underlying residential and commercial mortgages which make up 57% and 28% respectively. The remaining 15% includes ABS positions with underlying assets in other segments. 75 REPORT ON OPERATIONS ABS Exposure Montepaschi Group - 31.12.2010 Breakdown of underlying assets by type Commercial Mortgages 28% Residential Mortgages 57% Receivables 2% Equip Lease 3% Other Consumer Loan 1% Auto Loan 5% Lease 4% A geographical breakdown reveals that, in terms of book value, 54% of ABS exposures are allocated to Italian underlying assets, 23% to Dutch, 19% to British and 3% to German. A residual 2% engages Spanish and Portuguese underlying assets. It should be noted that there are no positions with underlying assets originated by US vehicles. ABS Exposure Montepaschi Group - 31.12.2010 Breakdown of underlying assets by geographic area Italy 54% Portugal 1% Netherlands 23% Germany 3% Spain 1% Great Britain 19% The following table contains a vintage breakdown of ABS underlying assets. ABS Exposure Montepaschi Group - 31.12.2010 Breakdown of underlying assets by vintage 2007 25% 2008 15% 2009 9% 2006 18% 2010 6% 2005 22% 76 2000 - 2004 5% REPORT ON OPERATIONS CDO exposures The information concerning CDOs is reported on the basis of product type and tranche seniority. C DO E xpos ure (EUR/mln) C las s ification CDO di ABS CBO CDO3 CLO CLO CLO LS S Managed CDO Managed CDO S LCDO S eniority Nominal S ENIOR S ENIOR S ENIOR J UNIOR MEZZANINE S ENIOR S ENIOR S ENIOR MEZZANINE S ENIOR Total Expos ure Realized Profit/L os s Unrealized Profit/L os s Effect on Net Equity 389,87 58,00 18,71 2,00 42,80 20,03 0,00 47,00 41,05 200,00 368,08 57,15 11,21 1,65 40,27 15,77 0,00 15,30 4,81 128,45 0,00 0,08 0,00 0,00 0,51 0,28 0,02 0,00 -0,03 0,00 0,00 -0,25 2,47 0,00 0,00 0,00 0,00 1,47 -2,24 14,27 0,00 0,00 0,00 0,00 0,00 0,16 0,00 0,00 0,00 0,00 819,46 642,69 0,86 15,72 0,16 On the whole, the main category is represented by ABS CDOs which account for 57% of the total. Next are the Synthetic Loan CDOs (SLCDO) which account for 20%. With regard to seniority, senior tranches make up approx. 93% of the entire CDO portfolio, followed by mezzanine tranches which constitute 7%, while junior tranches are negligible. In terms of geographical breakdown of the portfolios, it should be noted that that there are no positions with underlying assets originated by US vehicles. Dynamic Managed Portfolio and SPE CLN exposures Both types of exposures are only contained in the banking book. In particular, the portfolio as at 31 December 2010 included investments in a nominal amount of EUR 100 mln with underlying managed portfolios (SPIs) and CLNs issued by SPEs in a nominal amount of EUR 1073,22 mln. Dynamic Managed Portfolio E xpos ure (EUR/mln) C las s ification Nominal Expos ure Realized Profit/L os s Unrealized Profit/L os s Effect on Net Equity S PI 100,00 107,60 0,00 3,10 0,00 Total 100,00 107,60 0,00 3,10 0,00 C L N E xpos ure (EUR/mln) C las s ification SPE CLN CLN Basket Total Nominal Expos ure Realized Profit/L os s Unrealized Profit/L os s Effect on Net Equity 673,22 400,00 689,90 356,71 0,00 0,00 -7,15 0,00 8,78 0,00 1073,22 1046,61 0,00 -7,15 8,78 US subprime and Alt-A exposures As at 31 December 2010, the Montepaschi Group has no US subprime and Alt-A exposures. 77 REPORT ON OPERATIONS Monoline exposures The Montepaschi Group has no direct, but only limited indirect, exposures to monoline insurers. These exposures are linked to CDO positions already included in the above tables. The estimated indirect exposure to monoline insurers within the above-cited CDOs is approx EUR 0.65mln (nominal value). Description of short positions Details are provided below on short-positions which, by their very nature and purpose, mitigate the overall bond portfolio risk (―Long positions‖), since they benefit from the deterioration of creditworthiness of underlying assets, as represented by the expansion of related credit spreads. All exposures include derivatives on standardised credit indices and are all attributable to the Trading Book. More specifically, there are positions on indices such as iTraxx (European market) and CDX (US market). Overall, short exposures came to a notional amount of EUR -355.57 mln for a book value of EUR/mln 10.42 as at 31 December 2010. Operations in 2010 generated a positive P&L impact of 12.92 EUR/mln. C redit Index: S hort Pos ition (EUR/mln) Index Nominal Expos ure Profit/L os s CDX NA IG iTraxx Europe iTraxx Europe Cros s over iTraxx Europe S enior Financ ials iTraxx Europe S overeign iTraxx Europe S ubordinated Financ ials iTraxx High V olatility Europe iTraxx S overeign Emerging 17,18 -80,41 0,00 -98,00 -168,37 -18,5 0,00 -7,47 -9,23 -11,08 -0,02 1,30 6,62 1,61 0,00 0,38 -6,24 -1,65 9,37 8,45 4,17 -0,76 -0,87 0,45 Total -355,57 -10,42 12,92 Description of Leveraged Finance exposures No Leveraged Finance exposures were recorded as at 31 December 2010. 78 REPORT ON OPERATIONS Appendix: Glossary of terms Following is a short glossary of the terms used in this paragraph, with the relevant acronyms used in the tables. Account Description Definition ABS Asset Backed Security AFS Available For Sale Security which guarantees reimbursement and coupon flows based on income generated by a set of financial assets. Typically, they are broken down into RMBS and CMBS. IAS category used to classify assets available for sale CBO Collateralized Bond Obligation CDO in which the portfolio of underlying positions primarily consists in bonds. CDO Collateralized Debt Obligation Securities issued in differentiated risk classes with payment in order of seniority (tranches), subsequent to the securitisation of a portfolio of creditrisk embedding securities. Typically characterised by a certain degree of financial leverage. CDO of ABS CDO of ABS CDO in which the portfolio of underlying positions primarily consists in ABSs. CDO2 CDO Squared CDO3 CDO Cubed CLN Credit Linked Note CLN Basket Basket Credit Linked Note CLO Collateralized Loan Obligation CDO in which the portfolio of underlying positions primarily consists in loans. CMBS Commercial Mortage Backed Securities CPPI Constant Proportion Portfolio Insurance Dynamic Managed Portfolio HFT L&R Dynamic Managed Portfolio Held For Trading Loans & Receivables ABS with underlying commercial mortgages. Guaranteed capital security that incorporates a dynamic trading strategy in order to participate in the performance of a certain underlying asset Products with dynamically managed underlying assets such as CPPI/SPI. IAS category used to classify assets and liabilities held for trading IAS category used to classify loans and receivables LSS Leveraged Super Senior Managed CDO Managed CDO Monoline insurer Monoline insurer Other ABS Other Asset Backed Security RMBS Residential Mortage Backed Securities SCDO Synthetic CDO Seniority Seniority SLCDO Synthetic Loan CDO SPE Special Purpose Entity SPE CLN SPI SPE Crediti Linked Note Synthetic Portfolio Insurance Vintage Vintage CDO in which the portfolio of underlying positions primarily consists in other CDOs. CDO in which the portfolio of underlying positions primarily consists in CDO squared. Security embedding a credit derivative, typically a credit default swap (CDS). a CLN which references a basket of underlying entities (multiple single name CDSs, or one or multiple basket CDSs) CDO through which the investor becomes exposed to the entire super senior tranche through a derivative contract characterised by a leverage effect. CDO in which the portfolio of underlying positions is managed. Insurance companies specialised in guaranteeing payment of interests and notional of bonds in the event of issuer default. They are thus named because they generally apply to one industrial sector only. Titolo che garantisce il rimborso e i flussi cedolari sulla base di proventi generati da un insieme di altre attività: prestiti al consumo e leasing, che includono solitamente prestiti finalizzati al consumo (ad esempio auto, carte di credito), prestiti agli studenti, attività di finanziamento per il leasing, ecc. ABS with underlying residential mortgages. CDO whose portfolio of underlying positions primarily consists in credit default swaps (CDS). Level of subordination in the repayment of securities, generally broken down into Super Senior, Senior, Mezzanine and Junior. CDO whose portfolio of underlying positions primarily consists in Synthetic Loan CDS. corporate vehicle incorporated to attain specific objectives, primarily to isolate financial risks. Assets consist in a portfolio whose profits are used for the servicing of bond loans issued. CLN issued by a SPE. Synthetic version of a CPPI, obtained through derivatives. Commonly understood as the year of origination for the assets underlying a structured credit product. 79 REPORT ON OPERATIONS REGULATORY CAPITAL AND CAPITAL RATIOS Regulatory capital and capital ratios are computed on the basis of profit and loss and balance-sheet values calculated applying the IAS/IFRS international accounting standards and taking into account regulatory instructions issued by the Bank of Italy with the 12th update of Circular No. 155/91 ―Instructions for preparing reports on regulatory capital and prudential ratios‖‖. Capital for regulatory purposes is calculated as the sum of positive and negative items, based on their capital quality. Positive components must be fully available to the bank so that they can be used in capital absorption calculations. As of 2008, prudential requirements are calculated pursuant to the Accord known as Basel 2. In addition, a notice received in June 2008 authorised the Parent Company – within the scope of its recognised legal entities and regulatory portfolios - to use internal A-IRB and AMA models in determining the Bank‘s and the Group‘s capital requirements in relation to credit and operational risks. The application of internal models is allowed regarding some qualitative and quantitative limits from Supervisory provisions. In particular, limits (―floors‖) have been set, for which any capital savings achieved through internal models are subject to ceilings to be benchmarked against the requirements calculated under the previous Basel 1 regulations. Such limitations are expected to be eliminated in the future, taking into account the continuous fine-tuning and consolidation of the internal models adopted which, in fact, allowed the MPS Group to lower its floor level on Basel 1 requirements from 90% to 85% in 2010. That being said, the Consolidated capital for regulatory purposes of the Montepaschi Group amounted to approx EUR 14,144 million as at 31 December 2010 (see tables and comments in Part F of the Notes to the Financial Statements). Regulatory capital (EUR mln) 31/12/10 31/12/09 Chg. % Tier I capital 9.142 9.093 0,54% Tier II capital 5.456 5.697 -4,23% 455 410 10,96% Total regulatory capital (before Tier III) 14.144 14.380 -1,65% Total regulatory capital 14.144 14.380 -1,65% Items to be deducted Tier 1 Ratio Total Capital Ratio 8,4% 7,5% 12,9% 11,9% With regard to capital ratios, as at 31 December 2010 the TIER I Ratio BIS II was estimated at 8.4% (7.5% at the end of 2009) and the total capital ratio at 12.9% (11.9% at the end of 2009). In particular, Tier I came to approx. EUR 9,142 mln, up on 31.12.09 (when it was 9,093 mln). Changes to Tier 1 were influenced by the positive effect from the increase in reserves (net of Tremonti Bond coupon accounting), the capitalisation of profits and a slight reduction in goodwill (following disposal of a number of branches), and a negative effect from the increase in intangible fixed assets and from deductions (gross up effect on surplus of expected losses over total value adjustments – Delta EL). Tier II stood at approx. EUR 5,456 mln, down from the end of 2009 (approx. EUR 5,697 mln) owing to the increase in deductions. The elements to be deducted from Tier I and Tier II totalled approx. 455 mln (vs. 410 as at 31 December 2009), mainly as a result of the change in value of the insurance companies invested in. As a result, total regulatory capital came to approx. 14,144 mln, a fall on EUR 14,380 mln as at 31.12.09, resulting from the above-described factors. Risk Weighted Assets (RWAs) came to approx. EUR 109,238.2 mln as at 31 December 2010 (approx. 120,899.3 mln as at 31.12.09). The decline is largely due to the effect from Antonveneta's transition to the A-IRB model in 2010, the implementation of optimisation initiatives for capital ratios and the overall growing trend in assets. 80 REPORT ON OPERATIONS HUMAN RESOURCES, ORGANISATION, PROPERTY AND FACILITY MANAGEMENT Having completed the major objectives set out in the 2008/11 Businss Plan, action plans and activities for 2010 were oriented towards the following priorities: optimisation of Head Office organisational structure, increasing the levels of internal efficiency and governance effectiveness, according to the principles of leaner structures, single accountability and concentration on ‗greater business value‘ activities (dynamic cost-benefit assessment); innovation of operational “processes”, with priority being given to the Network, for the purpose of making all market-targeted activities simpler, faster and more transparent, thus improving service quality along the guidelines of Bank-Customer and Bank-Employee relations. The focal point is the branch, with specific regard to enhancing the role of the branch manager; rollout of the new human resources management/development model (―portfolio-based‖ structured HR tracking at regional level) geared towards strengthening the development processes for the best resouces in conformity with planning logics: industrialisation of knowledge-based processes and professional career paths aimed at ensuring coverage of the roles with high business impact; targeted training on behavioural quality, credit and groundwork for the role of the Branch Manager; strengthening the levels of cost management, by structurally reducing costs (with level of service being equal), achieving economies of scale/scope, streamlining ―spending‖ oversight and resource management processes. According to the guidelines summarised above, on the 27/12/10 the Board of Directors of Banca Monte dei Paschi di Siena gave its approval to the reorganisation plan, expected to be completed in the first half of 2011. HEADCOUNT As at 31/12/10 the Group headcount in terms of actual "workforce" 35 came to 31,495 units: With respect to the baseline set out in the Business Plan (31/12/07) the total reduction of resources 36 climbed to -2.693 and -2.221 after the effects from asset diposal , mainly focussed (-2,192) on the Head Office Structure. In 2010, management policies were mainly geared towards substantial consolidation, as a fundamental condition to leverage professional skills and encourage the integration of cultures within the new organizational structure. Flows since the start of the year included 616 outflows (evenly distributed 37 between the Network and Head Offices ) and 496 new hires, channelled almost entirely to the Branch Network, partly replacing outflows of personnel occurring at the end of 2009. Value obtained by deducting from personnel on payroll (31,607) all resources seconded to non-Group companies and those belonging to Professional Area Band I working short-time (18 cleaning staff). 35 This includes the divestiture of baking business (72 branches of Banca Monte dei Paschi di Siena sold to the Carige Group and Intesa-San Paolo Group respectively, for a total of 404 resources). 36 37 Parent Company, Head Offices and Local Market Areas of Retail Banks and Product and Service companies. 81 REPORT ON OPERATIONS 38 Over 812 resources have been requalified from Head Office to Network roles (over 100 since the start of the year), fuelling the process of workforce 'reconversion' from central units and improving the front office-to-total staff ratio, now standing at almost 68% (from 63% at the start of the Plan). The table below shows a breakdown of the MPS Group workforce by operational location: The table below shows a breakdown of the MPS Group workforce by job category: Personnel with University degrees account for 30.8% of the total, with the highest incidence for Executives (approx. 47.1%). The average age within the Group is 43.3 (Banking system 43.5) while the percentage of women comes to 44.5% (System 42.6%). OPERATIONAL STRATEGIES DEVELOPMENT OF HUMAN RESOURCES With regard to the strategic framework described previously, the more significant initiatives for the period were those concerning: 38 750 resources was the target in the 2008/11 Business Plan. 82 REPORT ON OPERATIONS the start up of the 2009/10 session for the Review of professional skills (PaschiRisorse), a key planning and monitoring tool used to define the distinctive skills of each individual role and check the levels of suitability of an individual employee with respect to a set profile. Furthermore, the tool supports all the other processes linked to the enhancement and development of personnel; implementation of professional career paths39, involving approximately 800 resources in total; increasing use of the self-development “workshop” as part of the resource enhancement plan so as to gain insight into individual skills with the aim of strengthening employee know-how, direct professional growth and create a pool of resources from which the future management of the Group will be generated. So far, approx. 1,300 employees have been identified by the initiative; development of the new Human Resources IT system (Paschi People) with the objective of creating a single, integrated system built around the employee and based upon planning logics, thus guaranteeing the highest level of transparency, traceability and security of data in all connected processes (increasing the levels of automation, access and reporting) and improved employee communications. TRAINING Activities were developed according to the directions set out in the 2010-12 Training Plan, outlining all the training initiatives planned for the next three years in terms of guidelines, objectives, timing, content, target personnel, method (classroom, on-line, structured on-the-job training), financial and organisational sustainability (estimated man days). Priority initiatives target the following main areas: consolidating the professionalisation levels of credit management resources (both in terms of risk monitoring and in developing business opportunities) through, among other things, the certification of skills relevant to dedicated Network and Central Unit roles (the ―Credit Academy‖ project); developing relationship skills of both relationship roles (Affluent, Small Business Managers, etc.) and managerial roles with a focus on team management and engagement (Branch Managers and other coordinating roles). Furthermore, the rollout of initiatives from previous Plans continues, including expansion of training offer for business-critical roles (Branch Managers and key Network roles) and alignment of “role qualifying/mandatory” training with statutory provisions (ISVAP, Money Laundering, Leg. Decree 231 on Corporate Liability, Transparency, Privacy, Workplace Safety, Patti Chiari, etc.). As for innovation, the following initiatives are particularly significant: the guidance manual for the insurance offer AXA MPS Protezione, which registered over 6,400 hits in the last quarter alone; “masters of the trade” involving professional tutorship for new branch managers according to a gradual ―experiential learning‖ approach; ―Knowledge Experience – training courses for the Parent Company‘s personnel; a first-rate experience which aims to develop skills and enhance the value of resources in the Banking Group, with priority given to high-potential young people. Total hours of training in 2010 came to almost 1.5 mln, with a Group per capita average of around 48 hours. 39 Vertical paths regulate upgrading to target positions up to second-level managers, whereas horizontal paths encourage skill integration in same-level positions. 83 REPORT ON OPERATIONS ORGANISATION The main projects coordinated by Organisation (structures and processes) were: merger by absorption of MPS Banca Personale into Banca Monte dei Paschi di Siena (as of the first half of the year) with the simultaneous set-up of the Financial Advisory Business Unit within the consumer banking division;40 merger by absorption of MPS Investments into Banca Monte dei Paschi di Siena (which took place at year-end) and subsequent set-up of the Equity investments and Mergers & Acquisition Service within the Area of Administration, Budgeting and Equity Investments, aimed at optimising the control of the CFO in terms of both administration and horizontal integration of accounting/fiscal/regulatory skills, planning and development of corporate transactions; merger by absorption of Paschi Gestioni Immobiliari S.p.A. into Banca Monte dei Paschi di Siena (at the end of the year) under the Real Estate Management Area which reports to the Parent Company's Human Resources, Organisation, Property and Facility Management, in line with the principle objective of streamlining business structures and simplifying/clarifying responsibilities; organisational restructuring of the Group Finance area with benefits expected in terms of increasing efficiency of the Group Proprietary Finance governance model; adopting standardised organisational models and processes for the Parent Company and its subsidiaries; full enhancement of the (riskadjusted) performance review; reinforcement of the internal controls system through an overall revision of the internal rules and process controls as well as middle-office activities; achieving economies of scale by centralising and streamlining back-office activities; reinforcement of the overall credit segment through the set-up of the new Credit Management division and start-up of the project to fully revise credit processes and, at the same time, the organisational set-up of the ‗Local Market Areas‘ with a view to better risk monitoring and improved efficiency levels (eg. faster decision-making, etc.); rollout of the plan to review the application architecture of the network with the simultaneous redesigning of all business processes in a logic of in-depth innovation (the Paschi FACE project). The objective is to create a platform that improves Bank-Customer relations at all stages through simplified use, integrated functions and rationalisation of tools available to the network units; design of the new organisational model for the Network and Head Office units of Banca Monte dei Paschi's sales and distribution supply chain, approved by the BoD on 17 December 2010, to be implemented in the first half of 2011 (with simplified processes and the centralisation of activities to the Group's Operating Consortium), with the aim to: strengthen the bank's footprint throughout the country, starting from the central role of branches and the enhanced value of the branch manager while ensuring utmost synergy with Specialised centres and on-line channels, thereby regaining an integrated view of the customer; improve the front-to-back office ratio and allow a higher level of operational efficiency with the ultimate intent of raising the quality of service to customers and reducing structural costs; implementation of a new Accounting and Operational IT system (COMETA), to enable the upgrading of the organisational setup and technological architectures in support of budgeting and purchasing cycle processes so as to reduce the time allotted to the production of financial statements (fast closing), systematically and structurally improve data quality, organise the accounting process effectively and efficiently, increase the representational and control powers of accounting processes by adopting a flexible (modular) plan for Group accounts and upgrading the current purchasing cycle operational model so as to achieve far more effective spending management; new method of collateral management with Bankit (pooling). 40 The ―Financial Advisory‖ channel is currently being fine-tuned with the aim of achieving plan objectives. 84 REPORT ON OPERATIONS COSTS, LOGISTICS AND REAL ESTATE MANAGEMENT In 2010, an in-depth organisational and functional cost & space management review was undertaken, with the aim of ensuring the highest level of operational efficiency and effectiveness, as well as compliance with current health and safety regulations. In addition to the activities following the year's mergers by absorption and disposal of properties used in the business that were previously in the portfolios of MPS Real Estate, Banca Monte dei Paschi di Siena and Banca Antonveneta, the following initiatives should also be noted: follow up activities in relation to the Spend Management Platform, ARIBA; introduction of SISTRI, a Waste Tracking Control System which, under the regulations of the Ministry for the Environment, Land and Sea, will be in force as of 1 October; Project for the digitalisation of documents, which includes all activities aimed at making communications to customers accessible through digital channels; The Group's corporate social responsibility vendor qualification plan and the launch of a similar initiative for the purchasing processes of specific products and services; Extension of guidelines issued by the National Institute for Occupational Safety and Prevention (ISPESL) on the risk of work-related stress to all companies of the Group (legislative decree no. 81/2008 and following); the start-up of a Mobility Management work track which concerns the commute of employees working in the Italian cities where the Group is more strongly present (Siena, Florence, Padua, Milan, etc.). In 2010, activities in this area were subject to checks – all positively concluded – by the certifying body RINA Services S.p.A. regarding the ―Occupational Health and Safety Management System‖ – OHSAS 18001 and the ―Environmental Management System‖ - ISO 14001. UNION RELATIONS Ongoing dialogue with the Unions was mainly in relation to the overall reorganisation of the company's supplementary pension scheme. More specifically, plans were established for the centralisation of the defined-benefit supplementary pension funds for employees of Banca Toscana, Banca Agricola Mantovana and Banca Antonveneta to Banca Monte dei Paschi di Siena's company pension scheme for employees. Plans were also identified for the supplementary pension fund for Banca Toscana S.p.A. employees‖41, as a "container " of the defined-benefit supplementary pension schemes of the banks that were merged. To support organisational change and asset disposal initiatives, pilot phases were implemented for the reorganisation of credit structures and processes and the Corporate Platform for the Lazio region, as were the procedures for the reorganisation of the Montepaschi Group's Proprietary Finance area, mergers (MPS Investments and Paschi Gestioni Immobiliari) and the aforementioned disposal of branches. With regard to professional development, of significant importance were the internships (AXA – Consum.it) and resource development plans (professional career paths and internal selection processes). 41 For this purpose, the fundwill have to acquire legal recognition as a Foundation and financial independence from Banca Monte dei Paschi di Siena. 85 REPORT ON OPERATIONS THE STOCK MARKET AND INVESTOR RELATIONS BMPS SHARE PRICES 2010 was characterised by a highly volatile stock market that saw major stock market indices registering haphazard performances. More specifically, positive values were recorded for the US and German indices as at 31 December 2010 (as compared to the end of 2009) (Dow Jones +11.0%, S&P 500 +12.8%, DAX +16.1%) while a drop was registered for the peripheral Euroarea as well as for the Italian banking system (FTSE MIB -13.2%). A more negative trend in general was recorded for both the Italian and European banking segments(FTSE IT BANKS -31.1%, DJ EURO STOXX BANKS – 26.9%). Against this backdrop, BMPS stock closed 2010 at EUR 0.851 (-30.7% compared to the end of 2009) registering the best performance among the major Italian banks and "outperforming" its main Italian competitors (average downturn of 36.1%) by over 5 percentage points (Unicredit -30.8%, Banco Popolare -31.8%, UBI -34.8%, Intesa -35.6% and Popolare Milano -47.4%). BMPS SHARE PRICE (from 31/12/09 to 31/12/10) Price in in € (rx) Prezzo € (asse dx) Volumes in milioni millions Volumi in 1.4 95 1.3 85 1.2 75 1.1 65 55 1 45 0.9 35 0.8 25 0.7 15 0.6 5 gen-10 0.5 feb-10 mar-10 apr-10 mag-10 giu-10 lug-10 ago-10 set-10 ott-10 nov-10 dic-10 BMPS SHARES PRICE: STATISTICAL SUMMARY (from 31/12/2009 to 31/12/2010) Average Lowest Highest 1,02 0,82 1,33 Volumes In 2010 the number of BMPS shares traded on a daily basis averaged approx. 20.7 million with a peak of 76.5 million in April and a low of 4.7 million in December. MONTHLY VOLUMES OF SHARES TRADED 2010 volumes summary (€/mln) January 302 Febrary 302 March 384 April 524 May 692 June 282 July 406 August 368 September 490 October 368 November 551 December 313 86 REPORT ON OPERATIONS Ratings Following are the ratings assigned as at 31 December 2010: Rating Agencies Short-term debt Long-term debt Moody's Investors Service P-1 A2 Standard & Poor's A-2 A- Fitch Ratings F-2 A- On 21 September 2010, Fitch Ratings modified its long and short term rating of Banca Monte dei Paschi di Siena S.p.A. from "A/F1" to "A-/F2". The outlook is confirmed as stable. On 20 October 2010, Moody's Investors' Service modified its long-term rating of Banca Monte dei Paschi di Siena S.p.A from "A1" to "A2", with financial strength shifting from "C-" to "D+". The outlook is confirmed as stable. On 16 December 2010, the International ratings agency Standard & Poor‘s published the update to its summary analysis of the MPS Group, leaving previously assigned ratings and stable outlook unchanged (A/Stable/A-2). Feedback from the sustainable finance operators was positive and, following the favourable outlook also expressed by the leading ESG rating agencies, BMPS stock: was, for the third year running, included among the leading financial indices for sustainability - Dow Jones Sustainability Stoxx and World, FTSE4Good Europe and Global, Ethibel Pioneer and Excellence; was included in a new set of sustainability indices proposed by the FTSE Group and E-Capital Partners for the Italian market; was admitted to the Carbon Disclosure Leadership Index, which informs the financial markets of the companies that best manage the opportunities and risks relating to climate changes; was held in high regard by Socially Responsible Institutional Investors who, as at 31.3.2010, resulted as holding an overall 2.55% of the Parent Company's floating share capital. Investor relations in 2010 Following on from 2009, in 2010 the Investor Relation team‘s interaction with the financial community was highly proactive. Since the start of the year around 90 days of meetings were held between the top management of the Montepaschi Group and institutional investors from 12 different countries. Following is a geographical breakdown (in %) of days dedicated to roadshows/marketing up to 31 December 2010: 87 REPORT ON OPERATIONS Austria Germany Spain Benelux Ireland United States Canada Italy Switzerland 1% 11% 5% 7% 2% France Scandinavia UK 6% 8% 1% 19% 1% 8% 31% Guidance on MPS shares With regard to guidance on MPS shares, as at 31 December 2010, 80% of analysts covering MPS shares maintained a neutral/positive outlook with 20% expressing a negative one. This was a sharp improvement on the situation in the first quarter of the year (31 March 2010) where the proportions were 59% and 41% respectively. March 2010 December 2010 20% 41% 59% 80% Neutral/positive Negative Neutral/positive 88 Negative REPORT ON OPERATIONS SOCIAL AID AND ENVIRONMENTAL PROGRAMMES SOCIAL AID Among the initiatives put in place by the Group in 2010, the ones that particularly stand out for their social purpose, include: Financial education projects basic information guides on bank services, prepared in conjunction with the 15 leading consumer associations, were made available through branches, the web and consumer networks (Consumer Lab - see section ―The customerbase and customer satisfaction ‖). In particular, with the latest publication developed during the year, the intent of Consumer Lab was to provide savers with a user-friendly guide on the rights and duties of bank customers; The Group joined the new financial education plan, "The Economic footprint", created by the Italian banking Association's Patti Chiari for Italian secondary school students. Expansion of operations in support of microcredit Overall, 711 transactions were registered during the year and included social loans – for households – and microcredit for enterprises (+128% YoY). More specifically: the Group's specialised company, Microcredito di Solidarietà Spa, considerably increased its activities in Siena and in other Tuscan provinces where it is currently present with 42 advisory centres (29 in 2009); 290 loans were disbursed; the banks belonging to the Group operated under the agreement between the Italian Banking Association and the Italian Bishops Conference, providing a EUR 15 mln ceiling in support of Italian families facing particular social and economic hardships; a "new-born fund" was allocated for legal guardians of children born between 2009 and 2011. 339 loans were disbursed in the course of 2010 for a total of EUR 1.7 mln. Contributions made to organisations and projects promoting cultural, sports, scientific and social initiatives. The financial commitment totalled an approximate 43.6 mln, including sponsorships, donations and contributions granted in support of social projects promoted by local institutions. More specifically, 800 sponsorships were approved for a total of EUR 35 mln. Sponsorship breakdown by sector (n° projects) Other 13% Science 2% Sports 28% Economy 16% Social 23% Culture 19% Cultural: of particular significance was the support given to a package of initiatives designed for the Municipal Administration of Siena, which included la Città Aromatica, the events for Siena Jazz and the celebrations for New Year's 2011. Other important initiatives included the exhibition celebrating 125 years of the daily "Il Resto del Carlino‖, the sponsorship of the Biennial Antiques Exhibition in Siena, the Teatro Povero di Monticchiello, the Documentary Film Festival, the Play Art Exhibition in Arezzo, and the Frajese Journalist Award. Moreover, in 2010 the bank had the possibility to collaborate with the Italian Konzert Opera in the creation of a summer programme of opera performances. Furthermore, the bank contributed to the development of a scientific 89 REPORT ON OPERATIONS expedition organised by the Universities of Siena and Turin for the on-field analysis of one of the major meteorite impact craters discovered in recent years. Sports: In addition to the long-standing relations with A.C. Siena, Mens Sana Basket, A.C. Arezzo football club, U.S. Virtus Poggibonsi sporting association, Mantova Calcio, Viadana Calcio, Basket Bancole and Top Team Volley Mantova, more recent sponsorships include Milan's GEAS female basketball team, Siena's female football sporting association, the Italian Federation of Canoeing and Kayaking, Fidal Toscana and Rome's Polo club team. Support was also given to the Italian Golf Association in Tuscany and the Italian Tennis Association in Tuscany. The bank's long-established sponsorship of Viadana Rugby evolved this year, subsequent to the expansion of the company which, together with other companies from the region of Emilia, led to the creation of Aironi Rugby franchise team. An agreement was reached with the JIR Moto2 Racing team for the sponsorship of Simone Corsi, a young and promising Italian motorcycle racer. As for events, these included agreements for Motoraid Guzzi, the Liberazione Grand Prix, the Tour of the Regions bike race, the Danza in Fiera dance event, the cycling race "Montepaschi Strade bianche professionisti", and the international horserace, ―La Bagnaia‖. Social: the Group sponsored the Santa Caterina d‘Oro Award and the fund-raising initiatives in favour of the Exodus Association of Italian priest Don Mazzi; it provided significant contributions to the City of Siena for the organisation of social activities and the restoration and enhancement of artistic heritage. Moreover the bank continued its support of ―La Fabbrica del Sorriso‖. 2010 saw the continuation of the fund-raising initiative ―Solidarity makes Christmas shine brighter‖, supporting14 associations across the country in their development of important social projects. Economics: among the numerous initiatives undertaken, of particular importance was the sponsorship of Promosiena, a special agency of the Chamber of Commerce which is specifically dedicated to the promotion of local business in the main foreign markets, and the sponsorship of a project by the Qualivita Foundation, which aims to bring the Italian agro-food industry into the spotlight at EXPO in 2015. In 2010, the bank also chose to lend its support to the town of Colle in Val D‘Elsa, by supporting the industrial know-how of crystal design and production in Tuscany. Some of these activities were also combined with social solidarity fund-raising campaigns (beneficiaries included: Unicef, Save The Children, the people of Haiti, etc.). ENVIRONMENTAL PROJECTS Within an organisational and procedural framework that has conformed to standard ISO 14001 since 2002 (currently covering over 83% of branches in Italy), the environment-protection initiatives implemented by the Montepaschi Group were mainly focused around the following: The management of environmental aspects relating to the internal operating situations 5.7% energy savings as a result of significant improvements in the efficiency of ICT equipment, the gradual replacement of heating and air-conditioning systems and the ongoing application of high eco-compatibility standards upon development/restructuring of the Group's branches; increasing the use of renewable energy sources in electrical power supply (97%; 87% in the previous year); an approximate 30% reduction in greenhouse gas emissions largely a result of the above efficiency measures and energy qualification. In order to further increase the ability to control these emissions, a new reporting and monitoring system was also implemented, in compliance with the guidelines set forth by ISO 14064; optimising the management of consumables, through the introduction of the e-procurement platform and related budgeting and tracking system which allows better control of expenses and quantity of consumables (paper first and foremost) used by each office; improvement in the environmental quality of products and services acquired. These products currently account for approximately 4% of total procurement expenditure and particularly concern IT equipment and consumables, paper and other office supplies; 90 REPORT ON OPERATIONS greater control of the social-environmental impact of the supply chain. To date, 200 of the Group's leading vendors (the equivalent of approx. 50% of total Procurement expenses) have taken part in a targeted assessment (average rating of 4.9/10; 4.7 in the previous year) and in the definition of subsequent improvement plans. The development of business in green economy markets The increasing attention being given to the issues concerning climate change is driving energy efficiency investments in the construction, civil and industrial fields as well as in the renewable energy sector, creating new market opportunities for the Group. In 2010, therefore, the Group confirmed its strong presence in these areas of business, by providing specific financing for approximately EUR 1 bln (+172% YoY) and further broadening its offer with, for example, the ―TerrAmica‖ package, which involves a EUR 130 mln ceiling to fund environmentally-friendly projects and processes in agriculture. 91 REPORT ON OPERATIONS MATERIAL EVENTS SUBSEQUENT TO YEAR END The following are the more significant events occurring after the closure of the 2010 financial year: On 18 January 2011 Banca Monte dei Paschi di Siena S.p.A. communicated its decision to increase the spread on preferred securities issued by Mps Capital Trust I for an amount of EUR 350,000,000 (ISIN XS0121342827) and Antonveneta Capital Trust I for an amount of EUR 80,000,000 (ISIN XS0122238115) (the ―Preferred Securities‖), opting not to call these instruments at their first call dates (respectively, 7 February 2011 and 21 March 2011). The decision was reflective of the extraordinary circumstances attributable to the utmost uncertainty in the current legal and regulatory framework, which does not yet provide for clear guidance on new issues of capital instruments eligible as Tier 1. The issue of instruments at least equivalent in regulatory quality to Preferred Securities, will be conditioned upon definition -by the relevant European and Italian Authorities- of the qualifying conditions for hybrid capital instruments to be eligible for inclusion in the banks‘ core capital, based on guidance contained in the document issued by the Basel Committee on 16 December 2010 ―Basel III: A global regulatory framework for more resilient banks and banking systems ‖. In this connection it is noted that, pursuant to the Italian supervisory framework, redemption of Preferred Securities would be subject to their prior and full replacement with at least equivalent-quality instruments. For an accurate reflection of market expectations, however, the Bank has in the meantime resolved to increase the spread applicable to the Preferred Securities. The extent of the spread increase has been determined with a view to aligning the Preferred Securities‘ maturity payments with the amount that would ensue from current market conditions applying to instruments similar in features to the Preferred Securities, on account, inter alia, of their residual maturity. The spread increase will become effective upon prior adoption of all required resolutions by the issuers‘ governing bodies and upon execution of all formalities provided for by contractual obligations as well as by the applicable rules and regulations in force. Even under the extraordinary circumstances underlying its decision not to call the Preferred Securities at their first call date, the Bank attests its willingness to take investors‘ expectations into the highest account, consistently with its long-standing strategy of proximity and commitment to the market. On 2 February 2011 Banca Monte dei Paschi di Siena successfully completed the issue of covered bonds targeted to the Euromarket, the third issue as part of the EUR 10 bln programme announced at the end of June 2010 and entirely backed by residential mortgage loans of the Montepaschi Group. The 7-year fixed rate EUR 1 bln transaction is targeted at qualified institutional investors and financial intermediaries. Managing banks in the transaction were Credit Suisse, JP Morgan, Mediobanca, Mps Capital Services, Natixis and Nomura as Joint Lead Managers and Book Runners. The transaction pays a 5% annual coupon, yielding 5.056%, equivalent to the 7-year Euro mid-swap rate increased by a spread of 185 basis points. On the back of the significant interest shown by investors, the order book exceeded EUR 1.3 billion in a few hours. The bond offering was placed with 89 institutional investors, mostly from Italy (38 %), Germany and Austria (25%), France (11%), UK(8%), BeNeLux (6%), and Switzerland (5%), with significant interest shown by almost all Eurozone countries. As for the type of investors, fund managers accounted for 31% of the total issue, followed by banks (23%), insurance companies (8%), government agencies (5%) and pension funds (4%). The transaction is the third covered bond placement by Banca Monte dei Paschi di Siena and confirms the bank‘s continued adeptness to place benchmark-sized covered bond issues. 92 REPORT ON OPERATIONS OUTLOOK ON OPERATIONS Despite a complex macroeconomic and financial scenario which continues to reflect unfavourably on the banking sector due to the current level of interest rates, uncertain recovery trends and increased sensitivity to sovereign debt risk, the Montepaschi Group intends to pursue its market penetration and profitrecovery strategies. In this way, it aims to seize any opportunities for development that may emerge, while better meeting the needs of households and businesses which continue to feel the brunt of the difficult economic cycle. The Group's action plan will benefit from the strengthened capital base achieved at the end of 2009 through the issue of the ―Tremonti Bonds‖, on the one hand, and, on the other, from the improved operational effectiveness and efficiency following a new organisational layout for the distribution network and head office units, which also incorporates the mergers of Paschi Gestioni Immobiliari SpA and MPS Investments SpA into the Parent Company in the last part of 2010. The elements of doubt which subsist in the market, partly as a result of the sovereign debt risk of certain European countries and the recent political tensions in the North-African countries, justify the current fragility of future outlooks. Should the current uncertainties gradually be dispelled, the Group's capacity to achieve better results is confirmed. With regard to the indications contained in Document no. 2 of 6 February 2009, issued jointly by the Bank of Italy, Consob and Isvap as later amended, the Group reasonably expects to continue operating in the foreseeable future and has therefore prepared the consolidated annual report on the assumption of business continuity since the uncertain climate arising from the current economic scenario affords no doubt as to the company's ability to continue operating as a going concern. 93 REPORT ON OPERATIONS ANNEXES MONTEPASCHI GROUP Reconciliation between operational Figures and Financial Statements 94 Div idends and similar income Net profit (loss) from trading 70 80 -322,1 278,1 1.929,1 95 -101,6 -156,0 200 Net adjustments on property and equipment 210 Net adjustments on intangible assets 340 Parent company's net profit (loss) for the year 330 Profit (loss) for the year attributable to minority interests 320 Profit (loss) for the year 985,5 -1,5 987,0 1,7 985,3 300 Profit (loss) after tax from continuing operations 310 Profit (loss) after tax from discontinued operations -341,8 1.327,2 290 Taxes on income from continuing operations 280 Profit (loss) before tax from continuing operations 270 Profit (loss) on disposal of inv estments 260 Impairment of goodwill 182,4 240 Gains (losses) on equity inv estments Net result of the tangible and intangible assets carried at fair v alue 635,3 220 Other operating income/expenses 250 -61,4 203,2 190 Net prov isions for risks and charges -3.741,9 -1.401,4 b) Other administrative expenses 230 Operating expenses -2.224,7 a) Personnel expenses 4.251,3 -3.626,2 180 Administrativ e expenses 4.251,3 -10,6 -30,5 -1.125,5 170 Net income from financial and insurance activities 160 Other income/expenses (net) from insurance activ ities 150 Net premiums 140 Net income from banking activities d) other financial operations c) held to maturity investments b) financial assets available for sale a) loans -1.166,6 130 Net adjustments for impairment of -0,6 5.418,0 Net profit (loss) from hedging -30,4 -20,3 120 Net interest and other banking income 90 Net profit (loss) from financial assets and liabilities designated 110 at fair v alue d) financial liabilities c) held to maturity investments 63,1 Net commission income 60 -240,7 2.169,9 -19,6 Commission expense 50 b) financial assets available for sale Commission income 40 3.540,7 a) loans Net interest income 30 6.471,7 -2.931,0 23,2 Interest and similar expense 20 31/12/10 Accounting 100 Profit (loss) on disposal of Interest and similar income 10 Accounts in the Profit and Loss Statement - Montepaschi Group 21,8 21,9 8,4 13,5 21,9 -43,7 -43,7 -43,7 -0,1 -17,6 -17,6 -26,0 -26,0 36,3 -36,3 -57,6 36,3 36,3 -17,1 53,4 28,8 28,8 24,6 24,6 24,6 24,6 24,6 57,6 57,6 57,6 -27,1 84,7 41,3 41,3 43,4 43,4 43,4 43,4 43,4 -2,5 2,5 2,5 2,5 -1,2 3,7 3,7 3,7 -14,2 14,2 14,2 14,2 -5,7 19,9 8,5 7,5 1,0 11,4 11,4 2,4 2,4 9,0 9,0 1,2 7,8 ECONOMIC EFFECTS ECONOMIC ECONOMIC FROM ALLOCATION ECONOMIC EFFECT FROM EFFECTS FROM EFFECTS FROM OF BAV EFFECTS FROM DISPOSAL OF ALLOCATION OF ALLOCATION OF ACQUISITION COSTS ALLOCATION OF BRANCHES (22 BAV BAV TO MPS BIVERBANCA CARIGE – 50 INTESA ACQUISITION ACQUISITION IMMOBILIARE (PPA ACQUISITION SAN PAOLO) COSTS TO BMPS COSTS EX BAV REAL COSTS ESTATE) 270,1 -270,1 DIVIDENDS ON TRADING OF SECURITIES -83,9 83,9 83,9 83,9 83,9 PORTION OF PROFIT FROM EQUITY INVESTMENTS -36,3 -36,3 36,3 36,3 36,3 LOSS ON DISPOSAL OF LOANS -6,2 -6,2 6,2 6,2 6,2 6,2 COSTS RELATING TO FINANCIAL PLANS -328,9 328,9 328,9 RECOVERY OF STAMP DUTY AND CUSTOMERS’ EXPENSES -19,5 19,5 19,5 ONE-OFF COSTS Accounts in Reclassified Profit and Loss Statement - Montepaschi Group b) financial assets a) loans b) Other administrativ e expenses a) Personnel expenses Net prov isions for risks and liabilities and Other operating income/costs 985,5 Net Profit for the year -110,7 Net economic repercussions of the "purchase price allocation" 1.096,2 Net profit for the year before PPA -1,5 Profit (loss) for the year attributable to minority interests 1.097,6 Profit (loss) for the year 1,7 Profit (loss) after tax from discontinued operations 1.096,0 Profit (loss) after tax from continuing operations -392,9 Taxes on income from continuing operations 1.488,9 Profit (loss) before tax from continuing operations 182,4 Profit (loss) on disposal of inv estments Impairment of goodwill and financial assets Net result of the tangible and intangible assets carried at fair v alue 21,8 P&L figures for branches sold -19,5 One-off charges 551,5 Gains (losses) on equity inv estments -193,2 945,9 Net operating income Net adjustments to the v alue of tangible and intangible fixed -175,2 assets -3.431,1 Operating expenses -1.044,7 -2.211,2 -3.255,9 Administrativ e expenses 4.377,0 Net income from financial and insurance activities -38,7 -1.155,6 -1.194,3 Net adjustments for impairment of 5.571,3 Net Financial income (loss) -0,6 Net profit (loss) from hedging -23,1 Net result from realisation/v aluation of financial assets 91,8 Div idends and similar income 5.503,2 Income from banking activities 1.911,5 Net commission income 3.591,7 Net interest income 31/12/2010 Reclassified Montepaschi Group - Reconciliation between Profit and Loss Statement reclassified as at 31 December 2010 and related accounting tables REPORT ON OPERATIONS Net interest income Commission income Commission expense Net commission income Div idends and similar income Net profit (loss) from trading Profit (loss) on disposal of 30 40 50 60 70 80 100 Net interest and other banking income Net adjustments for impairment of 130 96 Administrativ e expenses 180 3.916,0 -3.881,3 Net adjustments on property and equipment Net adjustments on intangible assets Operating expenses Net prov isions for risks and charges Other operating income/expenses Gains (losses) on equity inv estments Net result of the tangible and intangible assets carried at fair v alue Impairment of goodwill Profit (loss) on disposal of inv estments Profit (loss) before tax from continuing operations Taxes on income from continuing operations Profit (loss) after tax from continuing operations Profit (loss) after tax from discontinued operations Profit (loss) for the year Profit (loss) for the year attributable to minority interests Parent company's net profit (loss) for the year 200 210 230 190 220 240 250 260 270 280 290 300 310 320 330 340 220,1 -4,5 224,6 211,7 12,9 -30,5 43,4 42,3 96,1 212,0 -98,9 -4.010,9 -137,0 -105,6 -1.495,4 Net income from financial and insurance activities 170 b) Other administrative expenses Other income/expenses (net) from insurance activ ities 160 -2.385,9 Net premiums 150 3.916,0 -13,0 -31,2 -1.452,7 -1.496,9 5.412,9 -1,5 -21,9 -11,7 68,1 9,9 66,2 -322,1 322,1 1.695,3 -239,5 1.934,7 3.674,8 -3.422,7 7.097,5 31/12/09 Accounting a) Personnel expenses Net income from banking activities 140 d) other financial operations c) held to maturity investments b) financial assets available for sale a) loans Net profit (loss) from hedging 90 Net profit (loss) from financial assets and liabilities designated at fair v alue d) financial liabilities c) held to maturity investments b) financial assets available for sale 120 110 Interest and similar expense 20 a) loans Interest and similar income 10 Accounts in the Profit and Loss Statement Montepaschi Group -65,6 71,8 34,8 13,3 21,5 34,8 -106,6 -106,6 -106,6 -0,5 -40,5 -40,5 -65,6 -7,3 7,3 7,3 -0,1 0,9 8,7 0,7 0,0 3,2 4,0 7,2 -1,3 -1,3 0,0 0,0 -1,3 -0,4 -0,4 0,3 -5,1 0,4 -5,5 3,9 5,4 -1,5 3,9 -3,9 1,3 -5,2 -0,2 1,5 0,0 0,0 0,9 0,8 1,7 -6,6 -6,6 -6,6 0,0 -6,6 0,0 -6,6 -8,0 8,0 8,0 48,6 -48,6 -73,9 48,6 48,6 -22,9 71,4 28,9 28,9 42,5 42,5 42,5 42,5 42,5 73,9 73,9 73,9 -34,8 108,7 42,1 42,1 66,7 66,7 66,7 66,7 66,7 -11,7 11,7 11,7 11,7 -6,7 18,4 -2,5 6,9 7,5 1,1 0,7 0,7 11,5 11,5 11,5 0,0 0,0 11,5 1,6 10,0 165,1 165,1 -165,1 -165,1 FEES AND COMMISSIONS COLLECTED AS AT 30.06.09 -9,9 -9,9 9,9 9,9 9,9 COMMISSIONS ADJUSTED TO WRITE-OFF OF A LARGE CREDIT EXPOSURE -16,2 16,2 -6,8 23,0 23,0 23,0 23,0 23,0 23,6 -0,6 INCOME FROM ASSET MANAGEMENT (SGR + AAA) UP TO 31.03.09, RECLASSIFIED UNDER GAINS (LOSSES) ON GROUPS OF ASSETS HELD FOR SALE 310,4 -310,4 DIVIDENDS ON COMPLEX TRADING TRANSACTIONS -98,7 98,7 98,7 98,7 98,7 RECLASSIFICATIO N OF PROFIT FROM EQUITY INVESTMENTS -37,5 -37,5 37,5 37,5 EFFECTS FROM EXTINGUISHED SECURITISATION POSITIONS -4,6 -4,6 4,6 4,6 4,6 -32,7 -32,7 32,7 32,7 32,7 32,7 -6,0 -6,0 6,0 6,0 6,0 6,0 -292,0 292,0 292,0 -86,8 27,5 59,3 86,8 RECLASSIFIC RECOVERY OF RECLASSIFICATIO RECLASSIFICATIO ATION OF STAMP DUTY N OF N OF COSTS INTEGRATION LOSSES FROM AND WRITEDOWNS ON RELATING TO COSTS DISPOSAL OF CUSTOMERS’ JUNIOR NOTES FINANCIAL PLANS LOANS EXPENSES Montepaschi Group - Reconciliation between Profit and Loss Statement reclassified as at 31 December 2009 and related accounting tables ECONOMIC ECONOMIC EFFECT FROM COST OF ECONOMIC ESTIMATED ESTIMATED EFFECTS FROM EFFECTS DISPOSAL OF LENDING ON EFFECTS FROM DISPOSAL OF DISPOSAL OF ALLOCATION FROM BRANCHES (22 COMPLEX ALLOCATION OF INVESTMENT IN INVESTMENT IN OF BAV ALLOCATION CARIGE – 50 TRADING BIVERBANCA MP MONACO MPS VENTURE ACQUISITION OF BAV INTESA SAN TRANSACTIO ACQUISITION SAM SPA COSTS TO ACQUISITION PAOLO) NS COSTS BMPS COSTS Accounts in Reclassified Profit and Loss Statement - Montepaschi Group b) financial assets a) loans b) Other administrativ e expenses a) Personnel expenses Net prov isions for risks and liabilities and Other operating income/costs 220,1 Net Profit for the year -134,2 Net economic repercussions of the "purchase price allocation" 354,3 Net profit for the year before PPA -4,5 Profit (loss) for the year attributable to minority interests 358,8 Profit (loss) for the year 192,0 Profit (loss) after tax from discontinued operations 166,8 Profit (loss) after tax from continuing operations -100,3 Taxes on income from continuing operations 267,1 Profit (loss) before tax from continuing operations 42,3 Profit (loss) on disposal of inv estments Impairment of goodwill and financial assets Net result of the tangible and intangible assets carried at fair v alue 71,8 P&L figures for branches sold -86,8 One-off charges -2,7 Gains (losses) on equity inv estments -219,7 462,2 Net operating income Net adjustments to the v alue of tangible and intangible fixed -162,2 assets -3.620,3 Operating expenses -1.158,4 -2.299,7 -3.458,1 Administrativ e expenses 4.082,6 Net income from financial and insurance activities -44,1 -1.466,0 -1.510,2 Net adjustments for impairment of 5.592,7 Net Financial income (loss) -1,5 Net profit (loss) from hedging 66,1 Net result from realisation/v aluation of financial assets 110,3 Div idends and similar income 5.417,7 Income from banking activities 1.841,0 Net commission income 3.576,7 Net interest income 31/12/2009 Reclassified REPORT ON OPERATIONS REPORT ON OPERATIONS RECONCILIATION BETWEEN RECLASSIFIED BALANCE SHEETS AS AT 31 DECEMBER 2010 AND 31 DECEMBER 2009 AND RELATED ACCOUNTING TABLES 97 98 ON OPERATIONS CONSOLIDATED FINANCIAL STATEMENTS Balance Sheet.............................................................................................................................................101 Income Statement ......................................................................................................................................103 Statement of Comprehensive Income ..........................................................................................................104 Statement of changes in shareholders‘ equity ..............................................................................................105 Consolidated statement of cash flows: indirect method ................................................................................107 99 100 Consolidated Financial Statements Balance Sheet Balance Sheet (in units o f EUR) 31/12/2010 10 Cash and cash equivalents 20 Held-for-trading financial assets 30 Financial assets designated at fair value through profit and loss 40 Available-for-sale financial assets 50 Held-to-maturity financial assets 60 Loans and advances to banks 70 Loans and advances to customers 80 Hedging derivatives 90 Change in value of macro-hedged financial assets (+/-) 31/12/2009 2.411.030.871 1.295.586.779 33.924.199.884 23.506.522.746 247.143.224 260.418.460 21.801.514.587 14.909.189.684 3.145 3.113 9.709.879.900 10.327.520.615 156.237.581.051 152.413.440.750 313.412.270 198.702.637 17.655.459 32.039.046 907.528.633 742.170.498 100 Equity investments 120 Property, plant and equipment 1.407.077.388 2.733.043.104 130 Intangible assets 7.551.613.476 7.661.629.206 of which: goodwill 6.473.778.893 6.619.478.893 Tax assets 4.783.787.667 4.377.044.696 a) current 669.908.700 619.296.168 4.113.878.967 3.757.748.528 161.772.082 129.165.143 4.804.736.576 6.228.501.692 244.278.936.213 224.814.978.169 140 b) deferred 150 Non-current assets and groups of assets held for sale 160 Other assets Total Assets 101 Consolidated Financial Statements - Balance Sheet Balance Sheet (in units o f EUR) Liabilities and Shareholders' Equity 31/12/2010 31/12/2009 10 Deposits from banks 28.334.436.031 22.757.742.753 20 Customer accounts 97.769.565.012 91.132.820.120 30 Debt securities in issue 35.246.717.364 42.559.083.505 40 Held-for-trading financial liabilities 30.383.499.655 19.481.338.417 50 Financial liabilities designated at fair value through profit and loss 25.469.490.484 21.699.056.443 60 Hedging derivatives 1.736.529.777 931.554.179 80 Tax liabilities 233.879.224 341.425.636 a) current 128.725.497 230.259.485 b) deferred 105.153.727 111.166.151 Liabilities associated with individual assets held for sale 213.399.701 - 5.859.531.209 6.782.237.039 287.475.591 304.496.882 1.318.361.942 1.369.213.566 a) pension fund and similar obligations 435.918.857 458.133.053 b) other provisions 882.443.085 911.080.513 90 100 Other liabilities 110 Provision for employee severance pay 120 Provisions for risks and charges: 140 Valuation reserves (146.164.752) 720.587.188 160 Equity instruments 1.949.365.486 1.949.365.486 170 Reserves 5.900.424.511 5.766.022.280 180 Share premium account 3.989.501.914 4.048.328.020 190 Share capital 4.502.410.157 4.502.410.157 200 Treasury shares (-) (24.612.663) (32.079.360) 210 Minority interests (+/-) 269.628.250 281.261.541 220 Profit (loss) for the year (+/-) 985.497.320 220.114.317 244.278.936.213 224.814.978.169 Total Liabilities and Shareholders' Equity 102 Consolidated Financial Statements – Income Statement Income Statement (in units o f EUR) 31/12/2010 31/12/2009 10 Interest income and similar revenues 6.471.674.024 7.097.531.213 20 Interest expense and similar charges (2.930.980.906) (3.422.747.419) 30 Net interest income 40 50 60 Net commissions 70 3.540.693.118 3.674.783.794 Fee and commission income 2.169.870.482 1.934.747.004 Fee and commission expense (240.729.523) (239.483.499) 1.929.140.959 1.695.263.505 Dividends and similar income 278.053.664 322.053.618 80 Net profit (loss) from trading (322.116.994) (322.102.761) 90 Net profit (loss) from hedging (608.432) (1.464.978) 100 Gain/losses on disposal/repurchase of: a) loans and receivables b) financial assets available for sale d) financial liabilities 110 Net profit (loss) from financial assets and liabilities designated at fair value through profit and loss 120 Net interest and other banking income 130 Net impairment losses/reversal on: 23.169.576 66.229.366 (19.617.709) 9.885.876 63.124.584 68.087.208 (20.337.299) (11.743.718) (30.379.893) (21.870.456) 5.417.951.998 a) loans and receivables b) financial assets available for sale d) other financial transactions 5.412.892.088 (1.166.615.062) (1.496.858.383) (1.125.508.512) (1.452.709.813) (30.481.195) (31.184.498) (10.625.355) 4.251.336.936 (12.964.072) 140 Net income from banking activities 3.916.033.705 180 Administrative expenses: (3.626.177.798) (3.881.334.184) a) personnel expenses (2.224.738.245) (2.385.927.048) b) other administrative expenses (1.401.439.553) (1.495.407.136) 190 Net provisions for risks and charges (61.390.382) (98.948.147) 200 Net value adjustments/write-backs on property, plant and equipment (101.586.182) (105.646.070) 210 Net value adjustments/write-backs on intangible assets (155.968.128) (136.963.255) 220 Other operating income/expenses 230 Operating expenses 240 Gains (losses) on equity investments 635.337.890 96.073.309 270 Gain (losses) on disposal of investments 182.394.197 42.262.769 1.327.180.989 43.434.264 203.234.456 (3.741.888.034) 280 Profit (loss) before tax from continuing operations 290 Taxes expense (income) on profit (loss) from continuing operations 300 Profit (loss) after tax from continuing operations 310 Profit (loss) after tax from groups of assets held for sale 320 Profit (loss) for the period 330 Profit (loss) for the period attributable to minority interests 340 Parent company's net profit (loss) for the period (341.849.903) of continuing operations of groups of assets held for sale Diluted Earnings per Share (Diluted EPS) of continuing operations of groups of assets held for sale 103 (30.508.796) 985.331.086 12.925.468 1.651.705 211.689.217 986.982.791 224.614.685 1.485.471 4.500.368 985.497.320 220.114.317 31/12/10 Basic Earnings per Share (Basic EPS) 211.956.137 (4.010.935.519) 31/12/09 0,122 0,033 0,122 0,001 - 0,032 0,107 0,033 0,107 0,001 - 0,032 Consolidated Accounts – Statement of Comprehensive Income Statement of Comprehensive Income (in units o f EUR) Items 10 31 12 2010 Profit (loss) for the year 31 12 2009 986.982.791 224.614.685 (845.330.261) 345.798.707 Other comprehensive income, net of tax 20 Financial assets available for sale 60 Cash flow hedges 2.750.861 (28.255.613) 70 Exchange differences 2.998.613 (1.007.700) 80 Non-current assets held for sale 100 Share of valuation reserves of equity investments valued at equity 110 201.495 Total other comprehensive income, net of tax 120 Total comprehensive income (Account 10 + 110) 130 Consolidated comprehensive income attributable to minority interests 140 Consolidated comprehensive income attributable to Parent Company 104 - (37.772.417) 54.657.113 (877.151.709) 371.192.507 109.831.082 595.807.192 (4.172.202) 114.003.284 5.787.188 590.020.004 105 Minority interests came to approx. EUR 12 mln less than in the previous year due to payout of dividend and as a result of the demerger of consortium company 'Consorzio Perimetro Gestione Proprietà Immobiliari'. Valuation reserves register an overall negative change amounting to EUR 877.2 mln, of which EUR 883 mln (negative) in valuation reserves of ―available for sale‖ assets following the widening of credit spreads for debt securities, a positive change of EUR 2.7 mln in valuation reserves for ―cash flow hedges‖, a positive change of EUR 3 mln in ―other‖ valuation reserves primarily accounted for by foreign exchange differences. Treasury shares saw a reduction by EUR 7.5 mln; profit/loss from trading is included in the share premium which also incorporates the EUR 52.1 mln fee paid to JPMorgan on account of the dividend entitlement acquired by the Parent Company on the ordinary shares in 2008. The overall change in reserves, amounting to 123.7 mln, is primarily accounted for by capitalised profits (EUR 222.0 mln) net of the EUR 80.9 mln coupon paid on the ―Tremonti bond‖ issuance. Revenue reserves include EUR 24.6 mln in restricted reserves for an amount equal to the total of treasury shares. Profit for 2009, totalling EUR 224.6 mln of which 220.1 mln for the Group and EUR 4.5 mln for minority shareholders, was paid out as dividends for an amount of EUR 2.6 mln, of which EUR 0.2 mln by the Parent Company, as per profit distribution approved by the Shareholders‘ Meeting on 27 April 2010 and EUR 1.6 mln in donations by one of the subsidiaries. As at 31 December 2010, the Group‘s equity including profit for the year came to EUR 17,156 mln, as compared to EUR 17,174.7 mln at the end of 2009. Consolidated Financial Statements – Statement of changes in shareholders‘ equity Statement of changes in shareholders’ equity In 2009, the Group‘s net equity increased by EUR 2,352.9, coming to EUR 17,456 mln. As compared to EUR 15,103.1 mln as at the end of 2008. The most relevant increase was registered in equity instruments, up by an overall EUR 1,902.5 mln, of which EUR 1,900 mln. in ―Tremonti -Bonds‖ issued by the Parent Company with a view to improving the regulatory capital position of the Group and supporting lending to the business community, small and medium enterprises in particular. Equity instruments are negatively impacted by the partial conversion of EUR 6.4 mln in Convertible Preferred Securities issued on 30/12/2003 and positively influenced by recognition of deferred taxes in the amount of EUR 8.9 mln in light of the latest legal updates on the matter. In the course of 2009, 23,319,082 ordinary shares were issued for partial conversion of the Convertible Preferred Securities issued on 30/12/2003. The capital increase arising from the conversion led to an increase in net equity of EUR 61.3 mln, of which 15.6 mln in shareholders‘ equity and EUR 45.7 mln in share premium; the account also saw a EUR 0.4 mln increase in minority interests. At the same time, as stated above, the equity instruments were down by EUR 6.4 mln as a result of the portion of options exercised. Treasury shares saw a reduction by EUR 4.8 mln; profit/loss from trading is included in the share premium which also incorporates the yearly fee paid to JPMorgan on account of the dividend entitlement acquired by Parent Company BMPS on the ordinary shares subscribed by J.P.Morgan following the increase in shareholders‘ equity in 2008. The profit for 2008, totalling EUR 931.9 mln, of which EUR 922.8 mln for the Group and 8.3 mln for minorities, was distributed for an amount of EUR 108.4 mln, of which EUR 98.6 mln by the Parent Company, as per profit distribution approved by the Shareholders‘ Meeting on 29 April 2009 and EUR 9.8 mln by Group companies to minorities; the positive difference relating to the reserves, coming to EUR 860.2 mln, is accounted for by profit transferred to capital in the amount of EUR 824 mln and by the partial conversion of Convertible Preferred Securities issued on 30/12/2003 for an amount of 3.2 mln. The amount is curtailed by EUR 20.9 mln after tax, in contribution to the Guarantee Fund for loans to small medium enterprises, pursuant to art. 11 of Italian Legislative Decree no. 185/08, concerning the issue of ―Tremonti – Bonds‖. The positive change in reserves is accounted for by the capital increase without consideration carried out by one of the Group‘s subsidiaries using revaluation reserves as well as by the impact of deconsolidation of a number of subsidiaries which were disposed of during the year. Revenue reserves include EUR 32.1 mln in restricted reserves for n amount equal to the total of treasury shares. Valuation reserves register an overall positive change amounting to EUR 322 mln, of which EUR 398 mln in valuation reserves of assets ―available for sale‖ following the recovery in financial markets, a negative change of EUR 28.3 mln in valuation reserves for ―cashflow hedges‖ (in this connection it should be noted that the Parent Company has pursued an active policy of rate risk hedging using cashflow hedges of long-term ―variable‖ liabilities, the main item of which being related to Upper Tier II issued upon acquisition of Banca Antonveneta in the nominal amount of EUR 2.16 bln), a negative change of EUR 47.7 mln in ―other‖ valuation reserves primarily accounted for by the capital increase without consideration carried out by a number of Group subsidiaries using revaluation reserves as well as by the impact of deconsolidation of a number of subsidiaries which were disposed of during the year. Consolidated Financial Statements – Statement of changes in shareholders‘ equity 106 Consolidated Financial Statements – Consolidated statement of cash flows: indirect method Consolidated statement of cash flows: indirect method (in units o f EUR) A. OPERATING ACTIVITIES 31 12 2010 31 12 2009 1. Cash flow from operations 2.224.458.403 2.284.358.952 986.982.791 224.614.685 (324.515.109) 133.476.202 profit (loss) for the year (+/-) capital gains/losses on financial assets held for trading and on assets/liabilities designated at fair value (+/-) capital gains/losses on hedging transactions (+/-) 608.432 1.464.978 1.302.520.117 1.582.046.386 net value adjustments/write-backs on tangible and intangible assets (+/-) 257.554.310 242.609.325 net provisions for risks and charges and other costs/revenues (+/-) 105.007.772 172.417.446 net premiums to be collected - - other insurance revenues/charges to be collected - - 341.849.903 30.508.796 2.585.681 1.246.393 net value adjustments/write-backs due to impairment (+/-) tax not paid (+) net value adjustments/write-backs on groups of assets held for sale, after tax (+/-) other adjustments 2. Cash flow from (used in) financial assets financial assets held for trading financial assets designated at fair value (448.135.494) (104.025.259) (24.197.454.097) (29.816.068.327) (10.007.051.636) (18.931.008.887) 13.275.236 financial assets available for sale (8.159.032.893) sales/repayment of financial assets held to maturity - loans and advances to banks: on demand loans and advances to banks: other loans and advances to customers other assets 3. Cash flow from (used in) financial liabilities deposits from banks: on demand (246) 6.791.854.772 - (8.589.698.134) - - 672.792.164 415.197.685 21.828.747.947 25.476.527.750 6.515.704.631 deposits from banks: other (9.422.033.000) 584.287.879 (7.301.724.847) hedging derivatives (80.380.517) (4.422.710.838) - - customer accounts 8.028.836.224 9.536.425.489 securities in issue (7.295.111.036) (4.537.143.269) financial liabilities held for trading 10.949.087.472 18.096.849.770 3.637.205.375 7.830.335.198 - - financial liabilities designated at fair value hedging derivatives other liabilities (6.974.719) of which technical reserves - Net cash flow from (used in) operating activities (144.247.747) 107 (1.027.228.600) (2.055.181.625) Consolidated Financial Statements – Consolidated statement of cash flows: indirect method B. INVESTMENT ACTIVITIES 1. Cash flow from: sales of equity investments dividends collected on equity investments sales/repayment of financial assets held to maturity sales of tangible assets sales of intangible assets sales of subsidiaries and undertakings 2. Cash flow used in purchase of equity investments purchase of financial assets held to maturity 1.802.215.252 795.683.034 154.806.418 45.029.622 52.415.600 9.718.647 - - 28.914.761 1.525.402 5.050.788 65.952.696 1.561.027.685 673.456.667 (399.814.092) (271.965.367) (154.820.017) (70.290.318) - purchase of tangible assets purchase of intangible assets purchase of subsidiaries and undertakings Net cash flow from (used in) investment activities - (48.589.652) (75.024.834) (196.404.423) (126.650.215) - - 1.402.401.160 523.717.667 7.466.696 9.130.613 - 1.900.000.000 C. FUNDING ACTIVITIES issue/purchase of treasury shares issue/purchase of equity instruments dividend distribution and other (142.396.271) issue of new shares - Net cash flow from (used in) funding activities (134.929.575) NET CASH FLOW FROM (USED IN) OPERATING, INVESTMENT AND FUNDING ACTIVITIES DURING THE YEAR 1.123.223.838 (108.448.100) 1.800.682.513 269.218.555 Reconciliation (in units of EUR) Accounts 31 12 2010 31 12 2009 Cash and cash equivalents at beginning of period 1.295.586.779 1.026.368.224 Net increase (decrease) in cash and cash equivalents 1.123.223.838 269.218.555 - - 2.418.810.617 1.295.586.779 Cash and cash equivalents: foreign exchange effects Cash and cash equivalents at end of period Cash and cash equivalents at end of period”, amounting to EUR 2,418,810,617 includes account 10 of the balance sheet “Cash and cash equivalents” for an amount of EUR 2,411,030,871 and other cash and cash equivalents for an amount of EUR 7,779,746 , included in line “Other assets” of balance sheet item 150 “Non-current assets and groups of assets held for sale”. 108 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Part A – Accounting Policies ........................................................................................................................111 Part B – Consolidated Balance Sheet ...........................................................................................................163 Part C – Consolidated income statement .....................................................................................................249 Part D – Statement of Consolidated Comprenhensive Income .......................................................................279 Part E – Risks and Hedging Policies .............................................................................................................281 Part F – Consolidated shareholders' equity ..................................................................................................376 Part G – Business combinations ...................................................................................................................388 Part H – Related-party transactions .............................................................................................................390 Part I – Share-based payments ....................................................................................................................397 Part L – Segment reporting .........................................................................................................................399 109 110 Part A – Accounting Policies A.1 – General ........................................................................................................................................................ 112 Section 1 – Statement of compliance with the international accounting standards .................................................. 112 Section 2 - Preparation Criteria ........................................................................................................................... 113 Section 3 – Scope and methods of consolidation .................................................................................................. 114 Section 4 – Events after the Balance Sheet Date ................................................................................................... 118 Section 5 – Other Matters ................................................................................................................................... 119 A2 – The main items of the accounts....................................................................................................................... 130 Accounting standards ......................................................................................................................................... 130 1 Held-for-trading Financial assets ...................................................................................................................... 130 2 Available-for-sale financial assets ..................................................................................................................... 130 3 Held-to-maturity investments .......................................................................................................................... 132 4 Loans and receivables ..................................................................................................................................... 132 5 Financial assets measured at fair value ............................................................................................................. 134 6 Hedging transactions....................................................................................................................................... 135 7 Equity investments .......................................................................................................................................... 136 8 Property and equipment ................................................................................................................................. 137 9 Intangible assets ............................................................................................................................................. 138 10 Non-current assets held for sale ..................................................................................................................... 138 11 Current and deferred tax ............................................................................................................................... 139 12 Provisions for risks and charges ...................................................................................................................... 140 13 Liabilities and debt securities in issue ............................................................................................................. 141 14 Held-for-trading financial liabilities ................................................................................................................ 141 15 Financial liabilities designated at fair value ..................................................................................................... 142 16 Foreign-currency transactions ........................................................................................................................ 143 17 Insurance assets and liabilities ........................................................................................................................ 143 18 Other information ......................................................................................................................................... 146 A.3 Information on fair value ................................................................................................................................. 158 A.3.1 Portfolio transfers .................................................................................................................................... 158 A.3.2 Fair Value Hierarchy ................................................................................................................................. 159 A.3.3 Information on "day one profit/loss" .......................................................................................................... 162 111 Consolidated Notes to Financial Statements – Part A – Accounting Policies A.1 – General Section 1 – Statement of compliance with the international accounting standards Pursuant to Legislative Decree no. 38 of 28 February2005, the MPS Group consolidated accounts were prepared in accordance with the international accounting principles issued by the International Accounting Standards Board (IASB) including interpretations by the International Financial Reporting Interpretations Committee (IFRIC), as endorsed by the European Commission, pursuant to EC Regulation no. 1606 of 19 July 2002 which was effective as at 31 December 2010. The international accounting standards were applied following the indications set forth in the ―Framework for the Preparation and Presentation of Financial Statements‖ (the Framework). Failing a principle or an interpretation specifically applicable to a certain transaction, event or circumstance, the Bank‘s Management used its own judgment in developing and applying the accounting principles for the purpose of providing a reporting which is: relevant for the purpose of economic decision-making by the users; reliable so that the Financial Statements: result in a true and fair view of the Group‘s assets, financial position, profit and loss and cash flows; reflect the economic substance -and not merely the juridical form- of transactions, other events and circumstances; are neutral, that is with no prejudice; are conservative; are complete in all relevant respects. In its judgment, the Bank‘s Management made reference to and took account of the enforceability of the following provisions, listed in a hierarchically decreasing order: the provisions and implementation guidance contained in the principles and interpretations dealing with similar or related cases; the definitions, recognition and measurement criteria for the accounting of assets, liabilities, income and expenses contained in the Framework. In delivering its judgment, the Bank‘s Management may also take account of: the most recent provisions set forth by other entities in charge of establishing the accounting principles which use a conceptually similar Framework for the purpose of developing the accounting principles; other accounting literature; consolidated practices of the banking industry. In compliance with art. 5 of Legislative Decree no. 38 of 28 February 2005, if – in exceptional cases – the application of a provision set forth in the international accounting principles proves to be non compliant with a true and fair view of the Group‘s balance-sheet, financial situation and profit and loss statement, then such provision is not applied. The reasons for deviation and its impact on the representation of the balance-sheet, financial situation and profit and loss statement, have been explained in the notes to the financial statements. In the separate financial statements of each company, any profits arising from this deviation are posted to a reserve which is only distributable in proportion to the value recovered. Comparable profit and loss data for 2009 was restated further to the implementation of clarifying instructions issued by the Bank of Italy with communication of 16 February 2011. 112 Consolidated Notes to Financial Statements – Part A – Accounting Policies Section 2 - Preparation Criteria The Balance Sheet has been prepared in accordance with the IAS/IFRS International accounting standards issued by the International Accounting Standards Board (IASB) including the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), as endorsed by the European Union and mandatorily applied in the 2010 financial year. The provisions contained in Circular Letter No. 262 issued by the Bank of Italy concerning the layout and rules for preparing separate and consolidated financial statements for the banks and the Group were also applied, as amended by the first addendum of 18 November 2009. The consolidated financial statements consist of the: Balance-Sheet; Consolidated Income Statement; Statement of Consolidated Comprehensive Income; Statement of Changes in Consolidated Shareholders‘ Equity; Consolidated Cash Flow Statement; Notes to the Consolidated Financial Statements. The Consolidated Financial Statements are integrated with the Directors‘ Report on Group Operations. The Consolidated Financial Statements are prepared with transparency and provide a true and fair view of the balance-sheet, financial position and profit and loss statement for the year. If the information required by the international accounting standards and the provisions contained in ―Circular Letter no. 262, as amended‖ do not suffice to provide a true and fair, relevant, reliable, comparable and intelligible view of the Group‘s performance, the notes to the consolidated financial statements provide the necessary supplementary information. The balance-sheet, profit and loss statement and statement of consolidated comprehensive income consist of accounts (marked with numbers), subaccounts (marked with letters) and further details, under ―including‖ in the accounts and sub-accounts. Accounts, sub-accounts and their details are part of the financial statements. Each account of the balance-sheet, profit and loss statement and statement of consolidated comprehensive income also indicates prior year‘s amounts. If the accounts cannot be compared, the accounts in relation to the prior year are reclassified; non-comparability, reclassification or impossible reclassification are pointed out and commented in the notes to the financial statements. It is noted that 2009 comparable P&L data was restated further to the implementation of clarifying instructions issued by the Bank of Italy with communication of 16 February 2011. Assets and liabilities, expenses and income cannot be mutually offset, unless this is permitted or required by the international accounting standards or the provisions set forth in Circular no. 262 of the Bank of Italy. The consolidated balance-sheet, profit and loss statement and statement of consolidated comprehensive income do not indicate the accounts which do not show any amounts for the year of reference of the financial statements or prior year. If an item of the assets or liabilities is part of several accounts of the balance-sheet, the notes to the financial statements indicate – whenever this is necessary for the purpose of intelligibility – that this component may also be referred to accounts other than the one it is posted to. Income is posted with no sign in the profit and loss statement and the respective section of the notes, whereas expenses are indicated in brackets. Negative amounts are indicated in brackets in the statement of comprehensive income . In compliance with the provisions of art. 5 of Legislative Decree no. 38 of 28 February 2005, the consolidated financial statements have been prepared using the Euro as the accounting currency: the tables in the consolidated financial statements are denominated in units of Euro, while the tables in the consolidated notes are denominated in thousands of Euro. The consolidated financial statements have been prepared based on a going concern assumption, according to the generally accepted principles of accrual accounting, relevance and materiality of information, priority of substance over form and with a view to encouraging consistency with future statements. Items of a different nature or with different allocation were recognised separately, unless they were considered irrelevant. All amounts shown in the consolidated financial statements were adjusted so as to reflect any events subsequent to the date of closing which, according to IAS 10, make it mandatory to make an adjustment ( adjusting events). Non-adjusting events reflecting circumstances that occurred after the reporting date should be disclosed as part of the Notes to the Financial Statements, section 3, if they are of such importance that non-disclosure would affect the ability of users to make proper evaluations and decisions. 113 Consolidated Notes to Financial Statements – Part A – Accounting Policies Section 3 – Scope and methods of consolidation Scope of consolidation The consolidated financial statements include the balance sheet and income statement results of the Parent Company and its direct and indirect subsidiaries. In particular, the scope of consolidation, as specifically set out in the IAS/IFRS, includes all subsidiaries, irrespective of their legal status, of business activity pursued in sectors other than the Parent Company‘s core business, of them being going concerns or companies under liquidation, or of whether the equity investment consists in a merchant banking transaction. Similarly, special purpose entities/vehicles (SPEs/SPVs) are included when the requirement of actual control recurs, even if there is no stake in the company. Companies are considered subsidiaries when the Parent Company, directly or indirectly, holds more than half of their voting rights. However, the concept of control goes beyond the percentage interest held in the investee and is defined as the power to appoint the majority of directors of the company or govern its financial or operating policies for the purpose of obtaining benefits from its activity. In assessing whether a company has the power to govern the financial or operating policies of another company, account is also taken of ―potential‖ rights when they are currently exercisable or convertible in actual voting rights. In accordance with SIC 12, the consolidation of special purpose entities has the same effect as full consolidation. Equity interests held by third parties in a special purpose entity consolidated in accordance with SIC 12 are recognised under minority interests. Companies are considered as joint ventures, i.e subject to joint control when the voting rights and the control of the economic activities of the investee are equally shared by the Parent Company, directly or indirectly, and an external entity. Furthermore, an investment is considered as subject to joint control even when voting rights are not equally shared if control over the economic activities and the strategies of the investee is shared, based on contractual agreements, with other entities. Companies are considered associates, that is subject to significant influence, when the Parent Company, directly or indirectly, holds at least 20 per cent of their voting rights (including ―potential‖ voting rights as described above) and has the power to participate in determining their financial and operating policies. Similarly, companies are considered associates also when the Parent Company – despite a lower percentage of voting rights– has the power of participating in the determination of the financial and operating policies of the investee on account of specific legal agreements such as the participation in shareholders‘ agreements. Minor entities are not included in the scope if their consolidation proves immaterial for the purpose of the consolidated financial statements. Methods of consolidation With reference to the consolidation methods, subsidiaries are consolidated on a line-by-line basis, interests in jointly controlled companies are recognised using the proportionate consolidation or equity method and investments in companies subject to the Group‘s ―significant influence‖ are valued with the equity method. Line-by-line consolidation consists in the line-by-line acquisition of the balance-sheet and profit and loss statement aggregates of the subsidiaries. After the assignment to third parties, under a separate account, of their portions of equity and profit/loss, the value of the investment is eliminated against the recognition of the value of the subsidiary‘s equity. Intragroup assets, liabilities, income and expenses are eliminated. The income and expenses of a subsidiary purchased during the period are included in the consolidated financial statements as of the date of purchase. On the other hand, the income and expenses of a subsidiary sold are included in the consolidated financial statements up to the date of disposal, i.e. when the Parent ceases to control the subsidiary. At the date when control is lost, the controlling entity: derecognises the assets (including any goodwill) and liabilities of (and non-controlling interests in) the former subsidiary at their carrying amounts; recognises the fair value of the consideration received and of any investment retained in the former subsidiary; reclassifies to consolidated profit or loss any amounts previously recognised in the subsidiary's statement of comprehensive income as if the assets or liabilities had been transferred; recognises any resulting difference in consolidated profit or loss . 114 Consolidated Notes to Financial Statements – Part A – Accounting Policies Interests in jointly controlled companies are recognised using the proportionate or equity consolidation method. Those companies over which the Group exercises significant influence (associates), or over which it has the right to participate in the determination of financial and operating decisions without having control or joint control, are valued using the equity method. This method contemplates the initial posting of the investment at cost and its subsequent adjustment on the basis of the stake held in the shareholders‘ equity of the partially owned company. If an investor‘s share of losses of an associate equals or exceeds its ―interest in the associate‖, the investor discontinues recognising its share of further losses unless the investor has incurred specific legal obligations or made payments in favour of the associate. The investee‘s profit/loss for the year is recognised in account 240 ―Gains (losses) on equity investments‖ of the consolidated profit and loss statement. Unrealised profits resulting from upstream (associate to investor) and downstream (investor to associate) transactions are eliminated to the extent of the Group‘s interest in the associate. Unrealised losses are eliminated as well, unless the transaction provides evidence of an impairment of the asset transferred. The financial statements processed for line-by-line and proportionate consolidation include the financial statements as at 31 December 2010, as approved by the Boards of Directors of the respective companies. The companies subject to the Group‘s significant influence are valued by applying the equity method on the basis of the latest financial statements or reports available. In the course of 2010, the following changes to the scope of consolidation were made: by the Parent Company: within the framework of the Covered Bond Programme targeted to the Euromarket, the Parent Company acquired a 90% stake in the MPS Covered Bond S.r.l. vehicle in May, which has been fully consolidated; at the end of December, within the frame work of a complex re-organisation of the asset management segment, the Parent Company sold its associate Prima Holding S.p.a. to the company Asset Management Holding S.p.a. and at the same time acquired a 22.24% stake in the afore-mentioned entity; at the end of December, following completion of the widely known real estate deal (illustrated in the section ―Significant accounting choices made while preparing the financial statements‖ in Part A of the Notes to the Financial Statements) the consortium company ‗Consorzio Perimetro Gestione Proprietà Immobiliari S.c.p.a‘ was demerged; by other Group companies: at the end of June, Group subsidiary, Banca Antonveneta, increased its shareholding in the company Padova 2000 from 45.01% to 100%, which was merged by absorption by and into the subsidiary MPS Immobiliare S.p.a at the end of December. As regards disclosure of business combinations within the Group, reference is made to Part G of the Notes to the Financial Statements. 115 Consolidated Notes to Financial Statements – Part A – Accounting Policies Investement in subsidiaries and joint ventures (proportionate consolidation) 116 Consolidated Notes to Financial Statements – Part A – Accounting Policies (*) Type of relationship: 1 majority of voting rights at ordinary shareholders‘ meetings 2 dominant influence at ordinary shareholders‘ meetings 3 agreements with other shareholders 4 other forms of control 5 unified management under art. 26. 1. of Leg. Decree 87/92 6 unified management under art. 26. 2. of Leg. Decree 87/92 7 joint control 8 significant influence (**)Voting rights are disclosed only if different from the percentage of ownership. (1) Assets and liabilities pertaining to the investments in MPS Venture SGR and MONTE PASCHI MONACO S.A.M. have been reclassified to item 150 under disposal groups of assets held for sale. Any changes to the Group set-up arising from business combinations are reported in part G ―Business combinations‖ of the Notes to the Consolidated Financial Statements. 117 Consolidated Notes to Financial Statements – Part A – Accounting Policies Section 4 – Events after the Balance Sheet Date No events are reported pursuant to IAS 10 ―Events after the Balance Sheet Date‖ . The Consolidated Annual Report was prepared based on a going concern assumption. With regard to the indications contained in Document no. 4 of 3 March 2010, issued jointly by the Bank of Italy, Consob and Isvap, and following amendments, the Parent Company reasonably expects to continue operating in the foreseeable future and has therefore prepared the consolidated annual report based on the assumption of business continuity since the uncertain climate arising from the current economic scenario does not give rise to any doubts with regard to the company‘s ability to continue operating as a going concern. The assessment criteria adopted are consistent with this assumption and reflect the generally accepted principles of accrual accounting, relevance and materiality of information and priority of economic substance over juridical form. These criteria did not undergo any amendments with respect to previous financial year report. More detailed information on the main difficulties and variables of the financial market is disclosed in the Directors‘ Report on Operations. On 16 February 2011, the Bank of Italy iassued a communication effective as of the annual report at 31.12.2010, containing clarifications and requests for additional information. In particular, it is noted that the adoption of the provisions set out in the afore-mentioned communication has led to the production of additional information disclosed in the notes to Table 2 ―Assets used to guarantee own liabilities and commitments‖ in Part B ―Other Information― and Table A.1.2 ―Breakdown of financial assets by portfolio and credit quality‖ in Part E. The adoption of these provisions also led to comparative profit and loss data for 2009 being restated as described in Section 2 of this Part A. 118 Consolidated Notes to Financial Statements – Part A – Accounting Policies Section 5 – Other Matters List of key IAS/IFRS international accounting principles and related SIC/IFRIC interpretations for mandatory application in the 2010 financial statements Here follows a list of the international IAS/IFRS accounting principles and related SIC/IFRIC interpretations for which application in the 2010 financial statements is mandatory. The international accounting standards and interpretations endorsed before October 2008 have been incorporated in a single text, namely Regulation (EC) no. 1126/2008. The list reports all of the amendments the application of which is mandatory as of 2010. In particular, the column ―Improvements to the International Accounting Principles‖ highlights the most significant amendments introduced by the IASB as part of its project to improve the accounting principles by means of actions that do not affect their overall set up. List of the IAS/IFRS international accounting principles for mandatory application in the 2010 financial statements Amendments mandatorily effective as of 2010 Accounting standards "Improvements to the International Accounting Standards" (Reg. SEC no. IAS 1 IAS 2 IAS 7 Presentation of Financial Statements Inventories Statement of Cash Flows IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors IAS 10 IAS 11 IAS 12 Events after the Reporting Period Construction Contracts Income Taxes Segment Reporting (IAS 14 was replaced by IFRS 8 on 1 January 2009) Property, Plant and Equipment Leases Revenue Employee Benefits Accounting for Government Grants and Disclosure of Government Assistance The Effects of Changes in Foreign Exchange Rates Borrowing Costs IAS 14 IAS 16 IAS 17 IAS 18 IAS 19 IAS 20 IAS 21 IAS 23 Other amendments S 119 Reg. EC 1142/09 S Consolidated Notes to Financial Statements – Part A – Accounting Policies Amendments mandatorily effective as of 2010 "Improvements Accounting standards to the International Other Accounting amendments Standards" (Reg. EC no. 243/10) IAS 24 IAS 26 Related Party Disclosures Accounting and Reporting by Retirement Benefit Plans IAS 27 Consolidated and Separate Financial Statements IAS 28 IAS 29 IAS 31 IAS 32 IAS 33 IAS 34 IAS 36 IAS 37 IAS 38 Investments in Associates Financial Reporting in Hyperinflationary Economies Interests in Joint Ventures Financial Instruments: Presentation Earnings per Share Interim Financial Reporting Impairment of Assets Provisions, Contingent Liabilities and Contingent Assets Intangible Assets IAS 39 Financial Instruments: Recognition and Measurement IAS 40 IAS 41 Investment Property Agriculture Revised Reg. EC 494/09 IFRS 1 First-time Adoption of International Financial Reporting Standards IFRS 2 Share-based Payment IFRS 3 Business Combinations IFRS 4 Insurance Contracts S S S S IFRS 5 Non-current Assets Held for Sale and Discontinued Operations S IFRS 6 IFRS 7 IFRS 8 Exploration for and Evaluation of Mineral Resources Financial Instruments: Disclosures Operating Segments S 120 Amendments Reg. EC 839/09 Revised Reg. EC 1136/09, amendments Reg. EC 550/10, Reg. EC 1164/09 Amendment Reg. EC 244/10 Revised Reg. EC 495/09 Annual Improvements 2009 (Reg. EC 70/09); Reg. EC 1142/09 Consolidated Notes to Financial Statements – Part A – Accounting Policies Interpretations which must be applied to the 2010 financial statements Interpretation to be applied in 2010 for the first time "Improvements to Accounting standards the International Accounting Standards" (Reg. Other Amendments EC no. 243/10) SIC 7 Introduction of the Euro SIC 10 Government Assistance—No Specific Relation to Operating Activities SIC 12 Consolidation—Special Purpose Entities SIC 13 Jointly Controlled Entities—Non-Monetary Contributions by Venturers SIC 15 Operating Leases—Incentives SIC 21 Income Taxes—Recovery of Revalued Non-Depreciable Assets SIC 25 Income Taxes—Changes in the Tax Status of an Entity or its Shareholders SIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease SIC 29 Service Concession Arrangements: Disclosures SIC 31 Revenue—Barter Transactions Involving Advertising Services SIC 32 Intangible Assets—Web Site Costs IFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds IFRIC 6 Liabilities arising from Participating in a Specific Market—Waste Electrical and Electronic Equipment IFRIC 7 Applying the Restatement Approach under IAS 29 Financial Reporting in Hyperinflationary Economies IFRIC 8 Scope of IFRS 2 IFRIC 9 Reassessment of Embedded Derivatives IFRIC 10 Interim Financial Reporting and Impairment IFRIC 11 IFRS 2: Group and Treasury Share Transactions IFRIC 12 Service Concession Arrangements IFRIC 13 Customer Loyalty Programmes S IAS 19—The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction IFRIC 15 Agreements for the Construction of Real Estate IFRIC 14 IFRIC 16 Hedges of a Net Investment in a Foreign Operation IFRIC 17 Distributions of Non-cash Assets to Owners Reg. EC 1142/09 IFRIC 18 Transfers of Assets from Customers Reg. EC 1164/09 121 S Consolidated Notes to Financial Statements – Part A – Accounting Policies The key amendments to the accounting standards and intepretations which are mandatorily effective as of financial year 2010 include the following: IAS 39 Financial Instruments: Recognition and Measurement. On 31 July 2008, the IASB issued an amendment to IAS 39 entitled ―Eligible hedged items‖, on the basis of which clarification was given that inflation risk may only be hedged under certain conditions and that a purchased option cannot be designated in its entirety (intrinsic and time value) to hedge a one-sided risk of a forecast transaction because only by designating the intrinsic value of a purchased option can an effective hedge be generated. The amendment was approved by the European Commission with Regulation 839/2009. IFRS 1 First-time adoption of International Financial Reporting Standards. On 24 November 2008, the IASB issued a new version of IFRS 1 ―First-time adoption of International Financial Reporting Standards‖. The new version of the standard is a restructured version of the previous version which has been amended on numerous occasions over the years. The European Commission completed the endorsement process by issuing Regulation no. 1136/2009. IFRS 1 Additional exemptions for first time adopters. On 24 June 2010 Regulation no. 550/2010 was issued, amending Regulation no. 1126/2008 adopting certain international accounting standards in accordance with Regulation no. 1606/2002 on the application of international accounting standards. The amendment addresses particular situations in which the retrospective application of IFRSs would cause undue cost or effort in the transition process to first-time adopters. The amendment introduces two exemptions: i) it exempts entities using the full cost method from retrospective application of IFRSs, in accordance with IFRS 6 ―Exploration for and Evaluation of Mineral Resources‖, for oil and gas assets; ii) it exempts entities with existing leasing contracts from reassessing the classification of those contracts at a different date in accordance with IFRIC 4 ―Determining whether an Arrangement contains a Lease‖, when the application of their national accounting requirements produced the same result. IFRS 2 Share-based payments. On 18 June 2009, the IASB published amendments to IFRS 2 "Share-based payments". The amendments to IFRS 2 provide clarification on the accounting of transactions with share-based payments whereby a supplier of goods or services is paid in cash and the transaction is to be settled by another entity of the group (Group cash-settled share-based payment transactions). The amendment was endorsed by the European Commission with Regulation 244/2010. IFRS 3 Business combinations and IAS 27 Consolidated and separate financial statements. On 10 January 2008, the IASB issued an updated version of IFRS 3 – Business combinations, and amended IAS 27 – Consolidated and separate financial statements. The main changes to IFRS 3 relate to the removal of the obligation to value subsidiaries‘ individual assets and liabilities at fair value in any subsequent acquisition, in the event of gradual acquisitions of subsidiaries. In addition, if a company does not acquire a 100% interest, non-controlling interests‘ shares of equity may either be valued at fair value (full goodwill), or using the method currently provided for by IFRS 3. The revised version of the standard also provides for all business combination-related costs to be posted to the profit and loss account and liabilities for contingent payments to be recognised at the acquisition date. In the amendment to IAS 27, however, the IASB stated that any changes in a stake not resulting in loss of control should be treated as equity transactions and so have a contra-entry in equity. In addition, when a holding company sells its controlling interest in a company but still holds a shareholding in the company, it shall value the stake held at fair value on the balance sheet and post any profits or losses resulting from the loss of control to the profit and loss statement. Finally, the amendment to IAS 27 requires all losses attributable to non-controlling interests to be allocated to the non-controlling interests‘ share of equity, including when the losses exceed their capital interest in the company. The new rules must be applied to business combinations on a prospective basis (for IFRS 3) and retroactively (for IAS 27) pursuant to Regulations no. 494/2009 and 495/2009 of the European Commission. “Improvements to international accounting standards”. Within this scope of this project, the IASB issued a set of amendments to the IFRSs on 22 May 2008, which were endorsed under Regulation 70/2009. The only amendment for which mandatory application did not previously become effective is mentioned below: IFRS 5 – Non-current assets held for sale and discontinued operations. The amendment, which the entity must apply for financial years commencing from 30 June 2009, states that if a company is committed to a plan to sell a subsidiary that involves loss of control over said subsidiary, all the subsidiary‘s assets and liabilities should be reclassified as assets held for sale, regardless of whether the company will retain a noncontrolling interest after the sale. 122 Consolidated Notes to Financial Statements – Part A – Accounting Policies On 27 November 2008, the IFRIC issued interpretation IFRIC 17 Distributions of non-cash assets to owners which governs the distribution of non-cash dividends (e.g. real estate, companies, equity investments etc.). In particular, it specifies that in these cases the assets distributed as dividends must be measured at fair value at the time of distribution and any difference between fair value and book value must be posted to profit and loss. The interpretation does not apply to asset distributions which a) relate to entities under joint control, b) do not treat shareholders of the same class equally or c) relate to a stake in a subsidiary where there is no loss of control. If applicable, the distribution may previously be classified under IFRS 5; in this case IFRS 5 rules shall apply up until payment of the dividend. The interpretation was endorsed by the European Commission with Regulation 1142/2009. On 29 January 2009, the IFRIC issued interpretation IFRIC 18 Transfers of assets from customers, which governs the accounting treatment of property, plant and equipment received from customers and used to connect said customers to a network and/or to supply goods and services. Assuming that the entity receives an asset that can be defined as such (i.e. the entity has control over said asset), the entity recognises the property at fair value (IAS 16); upon recognition of this asset, the entity recognises income in relation to the duration of the services supplied to the customer. If the agreement does not specify a period for the supply of the services, the revenue is recognised over a period no longer than the useful life of the transferred asset. When a connection to a network is delivered to the customer, revenue should be recognised upon connection. The interpretation was endorsed by the European Commission with Regulation 1164/2009. “Improvements to the international accounting standards”(2009). Within the scope of this project, the IASB issued a set of amendments to the IFRSs on 16 April 2009. The amendments indicated by the IASB as involving a change in the presentation, recognition and measurement of balance sheet items are listed below, leaving aside, however, those that will only result in terminological or publication changes with minimal effects in terms of accounting. The amendments were approved by the European Commission with Regulation 243/2010. IFRS 2 – Share-based payments. The scope of application no longer includes payments in shares arising from business combinations involving entities under joint control and joint ventures. IFRS 5 – Non-current assets held for sale and discontinued operations: clarification was given on mandatory disclosures. IFRS 8 – Operating segments: the amendment clarified that mandatory reporting of profit and loss and total assets/liabilities for reportable segments is only required where total assets for segments are regularly reported to the chief operating decision maker. IAS 1 – Presentation of financial statements: the amendment clarified the nature of current liabilities to be included in the statement of financial position. IAS 7 – Statement of Cash Flows: clarification was given that only expenses recognised as assets in the statement of financial position are eligible for classification as cash flows arising from investing activities. IAS 17 – Leases: the standard was amended, stating that land leases should always be classified as operating leases where the contract does not provide for transfer of ownership at the end of said contract. Following the amendment, when a lease contract relates to both land and buildings, an entity must verify classification as an operating or financial lease for both elements separately, taking into consideration the fact that one major factor is that land normally has an indefinite economic life. IAS 36 – Impairment of assets: In the definition of a ―cash-generating unit‖ (CGU), clarification was given that for the purposes of Impairment Testing, a CGU to which goodwill is allocated may not i) be larger than a business segment as defined in para. 5 of IFRS 8, prior to the business combination and ii) represent the lowest level within the entity at which the goodwill is monitored for internal management purposes. IAS 38 - Intangible assets: some clarifications were given on measuring intangible assets in business combination agreements, in line with the changes made to IFRS 3 under the 2008 review. IAS 39 Financial Instruments: Recognition and Measurement: changes were made to prepayment options and cash flow hedging in relation to forward contracts arising from business combination agreements. As regards forward contracts arising from business combination agreements, paragraph 2 g) of IAS 39 specified that contracts stipulated between a purchaser and a vendor in a business combination to buy or sell an acquiree at a later date, would be excluded from the scope of IAS 39. The amendment in question made it clear that this exemption is limited to forward contracts between a purchaser and a vendor shareholder to buy/sell an acquiree that result in a business combination and that are settled at a later date whilst awaiting the necessary authorisations and the completion of legal processes. As regards prepayment options, it was specified that options whose exercise price does not compensate the lender for lost interest for the period corresponding to the remaining term of the contract must be separated from the host 123 Consolidated Notes to Financial Statements – Part A – Accounting Policies contract. As regards cash flow hedging, the wording used to illustrate the criteria for reclassification of gains and losses on hedging instruments to profit and loss has been changed. IFRIC 9 – Reassessment of embedded derivatives. Further to revision of IFRS 3, it was necessary to confirm that the aim of the interpretation is still the same but the amendment clarifies that this standard does not apply to embedded derivatives in contracts acquired in a business combination, a combination of entities under joint control or a joint venture. The acquisition of affiliated companies is excluded from the scope of this interpretation. If the entity avails itself of early application of the revised IFRS 3 then this interpretation also applies by providing appropriate reporting. IFRIC 16 – Hedges of a net investment in a foreign operation. In hedges of a net investment in a foreign operation, the hedging instrument may be owned by one or more companies within a group, provided that IAS 39 requirements are met. 124 Consolidated Notes to Financial Statements – Part A – Accounting Policies IAS/IFRS international accounting standards and related SIC/IFRIC interpretations endorsed by the European Commission, the application of which is mandatory as of 31 December 2010. Pursuant to IAS 8 paragraphs 30 and 31, please note that up to 18 February 2011 the European Commission approved some principles and interpretations issued by the IASB, the application of which is required as of 31 December 2010. In these instances the Group did not opt, in any of the applicable cases, for early application. These principles and interpretations are shown below. IAS 24 Related Party Disclosures. The revised principle issued by IASB in November 2009 was endorsed by the European Commission under Regulation no. 632/2010 on 20 July 2010. The main novelties introduced by the new principle, which supersedes the currently effective one, include: the principle of ‗symmetrical relationships‘ between each of the related parties‘ financial statements; same rules applied to natural persons and corporate entities for the purpose of related party transactions; commitments are required to be included among outstanding balances with related parties; clarification was given that related parties include an associate‘s subsidiaries and the subsidiaries of a jointly controlled entity; the scope of parties related to the Parent Company includes the subsidiaries of the investor that has significant influence over it; government-related entities are exempt from certain disclosure requirements. With a view to guaranteeing consistency between the International accounting principles, the adoption of IAS 24 (as revised) entails amendments to IFRS 8 Operating Segments. The new principle will be effective for annual periods beginning on or after 1 January 2011. IAS 32 Financial Instruments: Presentation In October 2009, the IASB issued an amendment stating that rights issued on a pro-rata basis to all existing shareholders of the same class for a fixed amount of currency should be classed as equity, regardless of the currency in which the exercise price is denominated. The amendment, approved by the European Commission under Regulation 1293/2009 of 23 December 2009, is applicable to financial statements for financial years beginning on or after 1 February 2010. IFRS 1 Limited Exemption from Comparative IFRS 7 disclosures for first-time adopters. On 28 January 2010 the IASB issued an amendment to IFRS 1 ―Limited Exemption from Comparative IFRS 7 disclosures for first-time adopters‖, IFRS first-time adoption companies would be required to restate comparative information under IFRS 7 about fair value measurements and liquidity risk for periods ending 31 December 2009. The amendment to IFRS 1 is intended to prevent the potential use of elements that become known at a later point of time and ensure that first-time adopters are not disadvantaged as compared with current IFRS preparers, enabling them to use the same transitional provisions that Amendments to IFRS 7 ―Improving Disclosures about Financial Instruments ― (introduced in March 2009) provides to current IFRS preparers. The adoption of IFRS 1 entails amendments to IFRS 7 Financial Instruments - Additional disclosures for the purpose of consistency. Regulation no. 574/2010 of 30 June 2010 requires the entity to apply this amendment as of financial reports beginning on or after 1 July 2010. On 15 November 2009, the International Financial Reporting Interpretations Committee (IFRIC) published amendments to IFRIC 14 Prepayments of a Minimum Funding Requirement. The aim of the amendments is to remove an unintended consequence of IFRIC 14 in cases where an entity subject to a minimum funding requirement makes an early payment of contributions where under certain circumstances the entity making such a prepayment would be required to recognise an expense. In the case where a defined benefit plan is subject to a minimum funding requirement, the amendment to IFRIC 14 prescribes to treat this prepayment, like any other prepayment, as an asset. Endorsed by the European Commission under Regulation no. 633/2010 of 19 July 2010, this interpretation will be effective for annual periods beginning on or after 1 January 2011. On 26 November 2009, the International Financial Reporting Interpretations Committee (IFRIC) published interpretation IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments. The IASB clarified procedures for measuring transactions in which an entity renegotiates the terms of a debt by totally, or partially, extinguishing the liability by issuing equity instruments subscribed for by the creditor (these transactions are often known as ―debt for equity swaps‖). The interpretation does not apply to transactions in which the creditor is a direct or indirect shareholder of the debtor, in which the creditor and the debtor are controlled by the same company before and after the transaction or in which the transaction was planned for in the original clauses of the contract. The interpretation clarifies that equity instruments issued must be measured at fair value and that they represent the consideration paid to extinguish the liabilities; the difference between the fair value of the equity instruments issued 125 Consolidated Notes to Financial Statements – Part A – Accounting Policies and the book value of the liability extinguished must be accounted for through profit and loss. The adoption of IFRIC 19 entails amendments to IFRS 1 First-time adoption of International Financial Reporting Standards for the purpose of consistency. Endorsed by the European Commission under Regulation no. 662/2010 of 23 July 2010, this interpretation must be applied in annual periods beginning on or after 1 July 2010. “Improvements to the international accounting standards” (2010). Within the scope of this project, the IASB issued a set of amendments to the IFRSs on 6 May 2010. The amendments indicated by the IASB as involving a change in the presentation, recognition and measurement of balance sheet items are listed below, leaving aside, however, those that will only result in terminological or publication changes with minimal effects in terms of accounting. These amendments were endorsed by the European Commission under Regulation no. 149/2011 of 18 february 2011 IFRS 1 – Changes in accounting policies upon first time adoption of the IFRS. If during the period covered by its first IFRS financial statements an entity changes its accounting policies or its use of the exemptions, it shall explain the changes between its first IFRS interim financial report (in accordance with IAS 34) and its first IFRS financial statements and it shall update the reconciliations between previous principles and IFRSs. IAS 8‘s requirements about changes in accounting policies do not apply in an entity‘s first IFRS financial statements. IFRS 1 – First-time adoption of IFRSs: use of event-driven fair value measurements as deemed cost. In accordance with IFRS 1, a first-time adopter may use as deemed cost the event-driven fair value measurements (arising from an event such as an initial public offering) that local regulations admit for financial statement purposes. The event must occur at or before the date of transition to IFRSs. The amendment allows for the event-driven fair value measurement to be used as deemed cost even when it occurs after the date of transition to IFRSs but during the period covered by the first IFRS financial statements. An entity shall recognise the resulting adjustments to equity. IFRS 1 – First-time adoption of IFRSs: deemed cost for assets used in operations subject to rate regulation. For items of property, plant and equipment or intangible assets used in operations subject to rate regulation, first-time adopters may use the carrying amount determined under previous accounting principles as deemed cost. The carrying amount shall be tested for impairment in accordance with IAS 36. An entity applying this option shall disclose it in its financial statements. IFRS 3 – Business combinations: measurement of non-controlling interests. IFRS 3 sets out that noncontrolling interests may be measured at either fair value or based on the proportionate share in the recognised amounts of the acquiree‘s identifiable net assets. The amendment modifies the principle by restricting the option only to non-controlling interests that are "present ownership instruments" and entitle their holders to a proportionate share of the entity‘s net assets in the event of liquidation. IFRS 3 – Business combinations: Un-replaced and voluntarily replaced share-based payment awards The amendment clarifies that the provisions set out for the acquirer's awards exchanged for acquiree's awards also apply to share-based payments of the acquiree that are not replaced. The amendment specifies that when share-based payment awards are replaced in a business combination, the requirements set out for the allocation of market-based measures of replacement awards, between consideration transferred and post-combination remuneration cost, apply to all replacement awards regardless of whether the acquirer is obliged to replace awards or not. IFRS 3 - Business combinations: Contingent consideration The amendment clarifies that IAS 32, IAS 39 and IFRS 7 do not apply to contingent liabilities arising from business combinations with an acquisition date prior to the application of IFRS 3 (2008). 126 Consolidated Notes to Financial Statements – Part A – Accounting Policies IFRS 7 Financial Instruments: Disclosures The amendment emphasises the interaction between quantitative and qualitative disclosures for users to provide a comprehensive overview of the nature and extent of risks associated with financial instruments. Clarification was also given that the requirement to provide disclosure of the amount that represents the maximum exposure of financial instruments to credit risk has been removed for financial assets whose carrying amount best reflects the maximum exposure to credit risk. Finally, the amendment has removed the requirement to specifically disclose the carrying amount of financial assets whose terms have been renegotiated to avoid becoming past due or impaired. IAS 1 – Statement of changes in equity. The amendment clarifies that an entity shall present, for each component of equity (other comprehensive income ), a reconciliation between the carrying amount at the beginning and the end of the period in the statement of changes in equity or in the notes. IAS 27 – Consolidated and Separate Financial Statements: Transition requirements arising as a result of amendments to IAS 27 (2008). The amendment clarifies that an entity shall apply amendments to IAS 21, IAS 28 and IAS 31 arising as a result of IAS 27 (2008) prospectively, with the exception of paragraph 35 of IAS 28 and paragraph 46 of IAS 31 which shall be applied retrospectively. IAS 34 – Interim Financial Reporting: significant events and transactions. The amendment emphasises the principle set out in IAS 34 according to which disclosure on significant events and transactions should include an update on the relevant information presented in the most recent annual financial report. It also provides guidance on how this principle should be applied with respect to financial instruments and their fair value. IFRIC 13 – Customer loyalty programmes: fair value of award credits. The amendment clarifies that the fair value of the award credits shall take into account, as appropriate: i) the amount of the discounts or incentives that would otherwise be offered to customers who have not earned award credits from an initial sale; and ii) the proportion of award credits that are not expected to be redeemed by customers. 127 Consolidated Notes to Financial Statements – Part A – Accounting Policies Accounting standards, amendments and interpretations issued by the IASB and still awaiting approval from the European Commission. The start date for mandatory application of these standards and interpretations which is, in any event, subsequent to 31 December 2010, is not shown as this will be determined on a definitive basis, for companies residing in European Union countries, by approval regulations. IFRS 7 – Financial instruments: additional disclosures. The amendment issued by IASB on 7 October 2010 strengthens disclosure requirements for transactions involving transfers of financial assets. The amendments increase the IFRS 7 disclosure requirements where an asset is transferred but is not derecognised and introduce new disclosures for assets that are derecognised but the entity continues to have an exposure to the asset after the sale. The amendment will allow users to better understand the potential risks from transferred financial assets that remain on the transferor's balance sheet. The former IAS 39 implementation guidance on derecognition of financial assets remains unaltered. IFRS 9 – Financial instruments – Replacement Project. In response to requests to simplify accounting standards applicable to financial instruments from both political organisations and international institutions, the IASB has launched a project to replace the current IAS 39. The project in question can be broken down into three separate phases: 1) classification and measurement of financial assets, 2) amortised cost and impairment, 3) hedge accounting. With regard to the first phase, on 12 November 2009, the IASB issued the accounting standard IFRS 9 – Financial instruments, which must be adopted from 1 January 2013. The new accounting standard relates to the classification and measurement of financial assets. Portfolio categories were reduced to three (amortised cost, fair value with changes to profit and loss and fair value through other comprehensive income for equity instruments). HTM and AFS categories were removed. Rules for classifying the three categories in question were changed, including those relating to the Fair Value Option (FVO). IFRS 9 uses a unique method to determine whether a financial asset should be measured at amortised cost or at fair value. The method is based on the entity‘s business model and on the contractual features of the cash flow of the financial assets. The new standard also requires use of a unique impairment method. The new IFRS has not been approved by the European Commission which has postponed the process until completion of the other phases. On 28 October 2010, the International Accounting Standards Board (IASB) completed IFRS 9 with a section on classification and measurement of financial instruments. The IASB substantially decided to maintain the existing framework of IAS 39. It therefore maintained the existing requirement for separate accounting of derivatives embedded in a financial host. For instruments other than derivatives, measurement of all fair value changes through profit or loss only applies to held-for-trading financial liabilities. For financial liabilities designated under the fair value option, the amount of change in the fair value that is attributable to changes in the credit risk of the liability, shall be presented directly in other comprehensive income, unless it creates/increases an accounting mismatch, in which case the entire change in fair value shall be presented within profit and loss. The amount that is recognised in other comprehensive income is not transferred from OCI to P&L ("recycled") when the liability is settled or extinguished. As regards Project phase 2 "Amortised Cost and Impairment", the IASB published the Exposure Draft 2009/12 "Financial Instruments: amortised cost and impairment" in November 2009. The IASB document proposed that a model of impairment based on expected losses be introduced into the set of accounting principles. This model only applies to financial instruments measured at amortised cost under IFRS 9. Under the impairment model proposed in the ED 2009/12 , expected losses are recognised through profit and loss at amortised cost, calculated using the effective interest rate based on cash flows which inherently include expected losses. Discussions on this document revealed that the proposal would result in major operational challenges, with costs being higher than benefits arising from application of the new method. As a consequence, the Board decided to establish an Expert Advisory Panel that will assess the operational challenges caused by the application of the expected losses method. In January 2010, the IASB and FASB continued discussion and published a supplementary document to ED 2009/12 "Financial Instruments: Impairment". While maintaining the basic assumption of ED 2009/12 unaltered (expected losses method), this new document provides for significant operational simplification, by decoupling measurement of expected losses from amortised cost . The method for measurement of amortised cost (and effective interest) has substantially remained the same as provided under IAS 39; expected losses are presented separately from interest, using a time-proportionate approach for 'performing' assets (good book) and immediate recognition in profit and loss for impaired assets (bad book). The comment period for this supplement becomes due on 1 April 2011. 128 Consolidated Notes to Financial Statements – Part A – Accounting Policies The exposure draft 2010/13 "Hedge Accounting" was published by the IASB to address the third phase of the project to replace IAS 39. The document provides guidance on how to account for individual hedged items or closed portfolios of hedged items; hedge accounting for open portfolios will be addressed in a subsequent document which the IASB expects to issue during the first half of 2011. The new standard is based on a re-definition of the objective of hedge accounting to represent in the financial statements the effect of an entity‘s riskmanagement activities that use financial instruments to manage exposures arising from particular risks that could affect profit or loss. The IASB has published this exposure draft to address some of the challenges caused by the general hedge accounting requirements in IAS 39; these challenges lie in the fact that the existing accounting requirements are essentially rule-based, since it consists in a set of rather strict assumptions that do not always allow for the effects of complex and diversified risk management activities such as those performed by a bank to be properly reflected in the financial statements. The comment period for this document becomes due on 9 March 2011. IAS 12 - Income taxes. The International Accounting Standard Board (IASB) has published an amendment for "Deferred Tax: Recovery of Underlying Assets". Under IAS 12, the measurement of deferred tax assets and liabilities should be based on the expected manner of recovery of the carrying amount of the underlying asset through use or sale. It may be difficult and subjective to determine whether the carrying amount will be recovered through use or sale when the asset is measured at fair value in accordance with IAS 40 "Investment Property". The amendments are intended to provide a practical approach introducing the presumption that the carrying amount of the underlying asset will generally be recovered entirely through sale. As a result of this amendment, SIC-21 "Income Taxes—Recovery of Revalued Non-Depreciable Assets" would no longer be applicable to investment property measured at fair value. IFRS 1 First-time adoption of International Financial Reporting Standards. Two amendments to IFRS 1 have been published by the IASB. The first replaced fixed date references (1 January 2004) with ‗the date of transition to IFRSs‘, thus exempting first time adopters of IFRSs from having to reconstruct transactions that occurred prior to their date of transition to IFRSs. The second amendment includes guidance on how an entity should resume presentation (or presentation for the first time) of financial statements in accordance with IFRSs after a period where the entity‘s functional currency was subject to severe hyperinflation. 129 Consolidated Notes to Financial Statements – Part A – Accounting Policies A2 – The main items of the accounts Accounting standards This chapter contains the Accounting standards in relation to the main assets and liabilities items of the balance sheet, which were adopted for the preparation of the consolidated financial statements as at 31 December 2010. 1 Held-for-trading financial assets a) recognition criteria Initial recognition of financial assets occurs at settlement date, for debt securities and equities and at trade date for derivative contracts. Upon initial recognition, held-for-trading financial assets are recognised at fair value, which usually corresponds to the amount paid, without considering transaction costs or revenues directly attributable to the instrument, which are directly posted to the profit and loss statement. Any embedded derivatives in combined financial instruments not directly connected to the latter and with the characteristics to meet the definition of a derivative are recorded separately from the host contract at fair value. The applicable accounting criteria are administered to the primary contract. b) classification criteria This category includes debt securities and equities purchased mainly for the purpose of obtaining short-term profits arising from price changes and the positive value of derivative contracts other than those designated as hedging instruments. Derivative contracts include those embedded in combined financial instruments which were subject to separate accounting. c) measurement criteria After initial recognition held-for-trading financial assets are recorded at fair value, with value changes recognised in profit or loss. For a description of criteria used to determine the fair value of financial instruments, please see section "―A.3.2 Fair Value Hierarchy‖ of this Part A. Equity instruments and derivatives indexed to such equity instruments, for which it is not possible to determine a reliable fair value according to the guidelines listed above, keep being measured at cost less impairment. Such impairment losses are not reversed. d) derecognition criteria Financial assets are derecognised upon maturity of the contractual rights on the cash flows resulting from the assets or when the financial assets are sold and all related risks/benefits are transferred. Securities received within the scope of a transaction that contractually provides for subsequent sale are not recorded in the financial statements, and securities delivered within the scope of a transaction that contractually provides for subsequent buyback are not derecognised from the financial statements. Consequently, in the case of securities acquired with an agreement for resale, the amount paid is recorded in the financial statements as loans and advances to customers or banks, while in the case of securities transferred with an agreement for repurchase, the liability is recorded under deposits from banks or deposits from customers or under other liabilities. e) revenue recognition criteria Profits and losses arising from any changes in the fair value of a financial asset are recognised in profit and loss under account ―80 Net profit/loss from trading‖, except for gains and losses on receivable derivatives linked with the fair value option which are classified under account ―110 Net profit/loss on financial assets and liabilities designated at fair value‖. 2 Available-for-sale financial assets a) recognition criteria Financial assets are initially recognised on the date of settlement, with reference to debt or equity instruments, and on the date of disbursement, with reference to loans and receivables. 130 Consolidated Notes to Financial Statements – Part A – Accounting Policies On initial recognition, the assets are reported at their fair value which normally corresponds to the price paid, inclusive of transaction costs or income directly attributable to the instrument. If recognition occurs following the reclassification from assets held to maturity, the recognition value is the fair value as at the time of transfer. In the case of debt instruments, any difference between the initial value and the value of repayment is spread out over the life of the debt instrument in accordance with the method of amortised cost. b) classification criteria This category includes non-derivative financial assets which are not classified as loans,financial assets designated at fair value through profit and loss or held-to-maturity financial assets. In particular, this category also comprises strategic equity investments which are not managed for trading purposes and cannot be defined as controlling interest, connection and joint control, and bonds which are not subject to trading. Such investments may be transferred for any reason, such as liquidity requirements or variations in interest rates, exchange rates, or stock price. c) measurement criteria After initial recognition, financial assets available for sale are measured at fair value, with interest being recognised in the income statement as resulting from the application of the amortized cost and with appropriation to a specific equity reserve of the gains or losses arising from changes in fair value net of the related tax effect, except losses due to impairment. Foreign exchange fluctuations in relation to equity instruments are posted to the specific equity reserve, whereas changes in loans/receivables and debt instruments are allocated to profit and loss. Equity instruments, for which it is not possible to determine a reliable fair value, are maintained at cost, adjusted for any impairment losses. Financial assets available for sale are reviewed for objective evidence of impairment at each balance sheet and interim reporting date. Indicators of a likely impairment are, for instance, significant financial difficulty of the issuer, non-fulfilment or defaults in payments of interest or principal, the possibility that the borrower is declared bankrupt or submitted to other forms of insolvency proceedings, the disappearance of an active market for the assets. In particular, as far as equity instruments that have a quoted market price in an active market are concerned, a market price as at the date of the financial statements lower than the original purchasing cost of at least 30% or a market value lower than the cost lasting more than 12 months are considered an objective evidence of value reduction. If further reductions take place in subsequent financial years, these are charged directly to the profit and loss statement. The amount of any value adjustment shown following the impairment test is recorded in the profit and loss statement as an expense for the year. If the reasons for impairment cease to exist, following an event which occurred after recognition of impairment, writebacks are recognised in equity in the case of equity instruments, and through profit and loss in the case of debt securities. d) derecognition criteria Financial assets are derecognised upon maturity of the contractual rights on the cash flows resulting from the assets or when the financial assets are sold and all related risks/benefits are transferred. Securities received within the scope of a transaction that contractually provides for subsequent sale are not recognised in the financial statements, and securities delivered within the scope of a transaction that contractually provides for subsequent repurchase are not derecognised from the financial statements. Consequently, in the case of securities acquired with an agreement for resale, the amount paid is recognised in the financial statements as loans and advances to customers or banks, while in the case of securities transferred with an agreement for repurchase, the liability is shown under deposits from customers or deposits from banks or under other liabilities. e) revenue recognition criteria Upon disposal, exchange with other financial instruments or measurement of a loss of value following impairment testing, the fair value results accrued to the reserve for assets available for sale are reversed to profit and loss under: account ―100 – Gains/Losses on purchase/disposal of: b) financial assets available for sale", in the case of disposal; account "130 - Net impairment losses/reversals‖ on: b) financial assets available for sale", in the case of recognition of impairment. If the reasons for impairment cease to exist, following an event which occurred after the impairment was recognised, the impairment loss is appropriately reversed: through profit and loss in the case of loans or debt securities, and through equity in the case of equity instruments. 131 Consolidated Notes to Financial Statements – Part A – Accounting Policies 3 Held-to-maturity investments a) recognition criteria Initial recognition of the financial asset occurs on the settlement date. On initial recognition, the assets are measured at their fair value which normally corresponds to the price paid, inclusive of transaction costs or income directly attributable to the instrument. If inclusion in this category occurs following reclassification from available-for-sale financial assets, the fair value of the asset as at the date of reclassification is used as the new amortised cost of the asset. b) classification criteria This category includes non-derivative financial assets with fixed or determinable payments and fixed maturity, which the Group has the positive intention and ability to hold to maturity. If it is no longer appropriate to keep an investment to maturity as a result of a change in the Group‘s intention and ability to hold it as such, the investment is reclassified among assets available for sale. Whenever the sales or reclassifications are qualitatively and quantitatively irrelevant, any investment held to residual maturity shall be reclassified as available for sale. c) revenue recognition criteria After initial recognition at its fair value, a held-to-maturity financial asset is measured at amortised cost using the effective interest method, adjusted so as to take account of the effects resulting from any impairment losses. The result of the application of this method is posted through profit and loss under account ―10 – Interest income and similar revenues‖. Gains or losses from the sale of these assets are recognised in profit or loss under account "100 - Gains (losses) on disposals or repurchases of: c) held-to-maturity investments". Assets are tested for impairment at annual and interim reporting dates. If evidence of an impairment loss exists, the loss is measured as the difference between the carrying value of the asset and the current value of the estimated future cash flows, discounted at the original effective interest rate. The loss is recorded in the income statement under account ―130 - Net losses/recoveries on impairment of: c) held-tomaturity investments". If the reasons for impairment cease to exist following an event occurring after the impairment loss was recognised, recoveries are posted to the income statement under the same account 130. d) derecognition criteria Financial assets are derecognised upon maturity of the contractual rights on the cash flows resulting from the assets or when the financial assets are sold and all related risks/benefits are transferred. As at 31 December 2010, in compliance with the guidelines adopted with a specific Framework resolution, the Group holds a negligible quantity of financial instruments classified in this category. 4 Loans and receivables a) recognition criteria Recognition in the financial statements occurs: for a receivable: - on the date of disbursement; - when the creditor acquires the right to payment of the amounts contractually agreed upon; for a debt security: - on the date of settlement. The initial value is determined on the basis of the fair value of the financial instrument (which is normally equal to the amount disbursed or price of underwriting), inclusive of the expenses/income directly related to the individual instruments and determinable as of the transaction date, even if such expenses/income are settled at a later date. 132 Consolidated Notes to Financial Statements – Part A – Accounting Policies This does not include costs which have these characteristics but are subject to repayment by the debtor or which can be encompassed in ordinary internal administrative expenses. Swaps and repo contracts under agreement to re-sell are posted as lending transactions. In particular, the latter are reported as receivables in the sum of the spot amount paid. b) classification criteria Receivables include loans to customers and banks, whether disbursed directly or purchased from third parties, with fixed or determinable payments, which are not quoted in an active market and were not initially classified among available-for-sale financial assets and financial assets at fair value through profit or loss. They also incorporate trade receivables, repurchase agreements, receivables arising from financial leasing transactions and securities purchased in a subscription or private placement, with fixed or determinable payments, not quoted in active markets. Also included among receivables are junior securities coming from own securitisations completed prior to first-time adoption. c) revenue recognition criteria After initial recognition, receivables are valued at amortised cost, which is the initial recognition amount decreased/increased by principal repayments, write-downs/write-backs and the amortisation – calculated using the effective interest rate method – of the difference between the amount disbursed and the amount repayable upon maturity, typically attributable to the costs/income directly charged to each receivable. The effective interest rate is the interest rate which makes the current value of future flows of the receivable, in principal and interest, estimated over the expected life of the receivable, equal to the amount disbursed, inclusive of any costs/income attributable to the receivable. Therefore, the economic effect of costs and income is spread over the expected residual life of the receivable. The amortised cost method is not used for short-term receivables, for which the effect of applying a discounting logic is negligible. Similar valuation criteria are adopted for receivables with no specific maturity or subject to revocation. Impaired exposures (e.g. non-performing, watchlist , restructured and past-due loans) are classified into different risk categories in accordance with the regulations issued by the Bank of Italy, supplemented with internal provisions which set automatic criteria and rules for the transfer of receivables between different risk categories. Watchlist loans include loans that have been past due for over 270 days. Classification takes place independently, except for loans more than 180 days past due and watchlist loans more than 270 days past due, which are measured using automated procedures. In order to determine adjustments to the carrying value of receivables, and taking into account the different impairment levels, analytical or collective valuation is used, as outlined hereunder. NPLs, watchlist and restructured loans are subject to analytical valuation; loans more than 180 days past due, loans subject to country risk and performing loans are subject to collective valuation. In accordance with the Bank of Italy‘s recent amendment to Circular 262/2005, however, data for loans more than 180 days past due are subject to analytical valuation in the tables of the notes to the financial statements. For loans subject to analytical assessment, the amount of value adjustment for each loan is equal to the difference between the loan book value at the time of valuation (amortised cost) and the current value of estimated future cash flows, as calculated by applying the original effective interest rate. Expected cash flows take account of the expected repayment schedule, the expected recovery value of the collaterals, if any, as well as the costs expected to be incurred for the recovery of the credit exposure. The value adjustments are booked to the profit and loss statement to Account 130 - Writedowns and write-backs due to impairment". The adjustment component attributable to the discounting of cash flows is calculated on an accrual basis in accordance with the effective interest rate method and posted under write-backs. If the quality of the impaired receivable has improved to such a point that there is reasonable certainty of timely recovery of the principal and interest, its initial value is recycled in the following years to the extent in which the reasons determining the adjustment disappear, provided that such valuation can be objectively linked with an event which occurred after the adjustment. The write-back is posted to the profit and loss statement and may not in any case exceed the amortised cost that the receivable would have had without prior adjustments. Receivables with no objective evidence of loss are subject to a collective assessment of impairment. Such assessment, developed on the basis of a risk management model, is carried out by category, with receivables grouped together 133 Consolidated Notes to Financial Statements – Part A – Accounting Policies according to credit risk, and the relative loss percentages are estimated taking into account historical series based on elements observed on the date of assessment which allow the value of latent loss in each category to be estimated. The model, for this type of valuation, involves the following steps: Segmentation of the loan portfolio by: - Client segment (turnover); - economic sectors of activity; - Geographical location; Determination of the loss rate of individual portfolio segments, using the historical experience of the Group as reference. Value adjustments determined collectively are posted to the profit and loss statement. Any additional write-downs or write-backs are recalculated on a differential basis, at year-end or on the dates of interim reports, with reference to the entire loan portfolio on the same date. d) derecognition criteria Any receivables sold are derecognised from the assets on the balance sheet only if their disposal implied the substantial transfer of all associated risks and benefits. However, if the risks and benefits associated with the receivables sold have been maintained, they continue to be posted among the assets on the balance sheet, even though legal ownership has been transferred. If it is not possible to ascertain a substantial transfer of risks and benefits, the receivables are derecognised when control of the assets has been surrendered. If such control has been maintained, even partly, the receivables should continue to be recognised to the extent of residual involvement, as measured by the exposure to the changes in value of the receivables sold and to the changes in their cash flows. Finally, receivables sold are derecognised if the contractual rights to receive the cash flows from the assets are maintained and a contractual obligation to pay only said flows to third parties is simultaneously undertaken. 5 Financial assets designated at fair value through profit and loss a) recognition criteria Financial assets are initially recognised on the date of settlement, with reference to debt or equity instruments, and on the date of disbursement, with reference to loans and receivables. Upon initial recognition, financial assets are measured at fair value, which usually equals the consideration paid, without adding directly attributable transaction costs or fees earned, which are posted to profit and loss. The Fair Value Option (FVO) applies to all financial assets and liabilities which would have caused misrepresentation on the profit and loss statement and balance sheet had they been otherwise classified, and to all instruments which are managed and measured using a fair value approach. b) classification criteria This category includes the financial assets intended for measurement at fair value through profit or loss (except for equity instruments with no reliable fair value) when: 1. the designation at fair value eliminates or reduces significant accounting mismatches in the reporting of financial assets in the profit and loss statement and balance sheet; or 2. the management and/or measurement of a group of financial assets at fair value through profit or loss is consistent with an investment or risk management strategy documented as such by senior management; or 3. a host instrument embeds a derivative which significantly modifies the cash flows of the host and should otherwise be accounted for separately. c) measurement criteria Subsequent to initial recognition, the assets are measured at fair value. For a description of criteria used to determine the fair value of financial assets, please see section "―A.3.2 Fair Value Hierarchy‖ of this Part A. 134 Consolidated Notes to Financial Statements – Part A – Accounting Policies d) derecognition criteria Financial assets are derecognised upon maturity of the contractual rights on the cash flows resulting from the assets or when the financial assets are sold and all related risks/benefits are transferred. Securities received within the scope of a transaction that contractually provides for subsequent sale are not recognised in the financial statements, and securities delivered within the scope of a transaction that contractually provides for subsequent repurchase are not derecognised from the financial statements. Consequently, in the case of securities acquired with an agreement for resale, the amount paid is recognised in the financial statements as loans and advances to customers or banks, while in the case of securities transferred with an agreement for repurchase, the liability is shown under deposits from customers or deposits from banks At 31 December 2009, the Group only held financial instruments servicing internal pension funds in this category. e) revenue recognition criteria Profits and losses resulting from any changes in the fair value of the financial assets are posted under item 110 ―Net profit/loss from financial assets and liabilities measured at fair value‖ in the profit and loss statement. Derivative receivables associated with the fair value option are treated similarly, with their impact recorded under item 110 ―Net profit/loss from financial assets and liabilities measured at fair value‖. 6 Hedging transactions a) recognition criteria – purposes Risk-hedging transactions are aimed at offsetting any potential losses on a certain element or group of elements that may arise from a specific risk, with the profits made on a different element or group of elements, should that particular risk occur. b) classification criteria – types of hedging IAS 39 provides for the following types of hedging: fair value hedges, which are intended to hedge the exposure to changes in fair value of a recognised asset or liability, that are attributable to a particular risk; cash flow hedges, which are intended to hedge the exposure to variability in future cash flows attributable to particular risks associated with a recognised asset or liability; hedges of a net investment in a foreign operation, which refers to hedging the risks of an investment in a foreign operation denominated in a foreign currency. To conclude the chapter on the accounting principles, a specific section is added to provide further insight into the application issues and policies adopted by the Group with regard to hedging transactions. These issues are also addressed in section E of the notes to the financial statements relating to risk management, as well as in sections B and C relating to the balance sheet and profit and loss statement. The hedging policies adopted by the Group are explained, with a special focus on the applicability of the―natural hedges‖ provided for by the fair value option as an alternative to hedge accounting in some major instances. In particular, fair value option and cash flow hedging were adopted mainly to account for hedges of liabilities , while fair value hedging was adopted mainly to account for hedges of assets, i.e both micro-hedges on fixed-rate debt securities/mortgages and macro-hedges on fixed-rate loans. c) revenue recognition criteria Hedging derivatives are measured at fair value. In particular: in the case of fair value hedging, the changes in the fair value of the hedged asset are offset by the changes in the fair value of the hedging instrument. Offsetting gains and losses are recognised in profit or loss under Account 90 ―Net profit (loss) from hedging ‖ through recognition of value changes, with reference both to the hedged item (as regards changes produced by the underlying hedged risk factor) and the hedging instrument. Any difference, i.e. partial ineffectiveness of the hedging derivatives, reflects their net P&L impact; 135 Consolidated Notes to Financial Statements – Part A – Accounting Policies in the case of cash flow hedging, the changes in fair value of the derivative are posted to a specific shareholders‘ equity reserve for the effective portion of the hedge, and are posted to the profit and loss statement under item 90 ―Net profit (loss) from hedging ‖ only when when the changes in fair value of the hedging instrument do not offset the changes in the cash flows of the hedged item; hedges of foreign currency investments are accounted for similarly to cash flow hedges. A hedging transaction should be reflective of a pre-determined risk management strategy and consistent with risk management policies in use. In addition, a derivative is designated as a hedging instrument if the relationship between the hedged item and the hedging instrument is formally documented, and provided that the hedging relationship is -and is expected to be- effective both at inception and, prospectively, throughout its life. Hedge effectiveness depends on the extent to which changes in the fair value or expected cash flows of the hedged item are offset by corresponding changes in the hedging instrument. Therefore, effectiveness is measured by comparing said changes, while taking into account the company's intent at hedge inception. With reference to the hedged risk, the hedging is effective (within the 80% to 125% window) when the changes in fair value (or in the cash flows) of the hedging instrument neutralise the changes in the hedged item almost entirely. Effectiveness is assessed at year-end by using: prospective tests, which justify continuing hedge accounting since they show its expected effectiveness; retrospective tests, which show how effective the hedging relationship has been in the period under review. Derivatives which are considered as hedging instruments from an economic viewpoint because they are operationally linked with financial liabilities measured at fair value (Fair Value Option) are classified among trading derivatives; the respective positive and negative differentials or margins accrued until the end of the reporting period are recognised, in accordance with their hedging purpose, as interest income and interest expense, while valuation gains and losses are posted under Account 110 of the profit and loss statement, ―Net gains (losses) on financial assets and liabilities designated at fair value‖. d) derecognition criteria – ineffectiveness If tests do not confirm hedge effectiveness, both retrospectively and prospectively, hedge accounting is discontinued and, unless it has expired or has been terminated, the hedging derivative contract is reclassified as a held-for-trading instrument, whereas the hedged item reverts to the accounting treatment based on its original classification. If a fair value hedge relationship is discontinued, any positive or negative adjustments made to the carrying amount of the hedged item until the date of discontinuation are recycled into profit and loss. In particular, if the hedged item has not been derecognised, transfer to profit or loss is made using the effective interest method over the remaining life of the hedged instrument; if the hedged debt instrument is derecognised (for example due to early redemption), any gain or loss shall be entirely reclassified to profit or loss when the hedge relationship ceases. Any cash flow hedge reserves are recycled to profit or loss using the amortised cost method over the remaining life of the hedged instrument. 7 Equity investments a) recognition criteria The account includes equity investments held in associates and jointly controlled entities; the investments are initially recognised at purchase cost. b) classification criteria Companies with contractual agreements, shareholders‘ pacts or agreements of a different nature for the joint management of business and the appointment of the directors are considered as jointly controlled entities. Associates include (i) companies where a share of 20% or higher of voting rights is held, and (ii) companies which – owing to specific legal ties such as the participation in shareholders‘ pacts – have to be considered as subject to significant influence. The classification of investments in associates and jointly controlled entities is made regardless of legal status and the computation of voting rights includes any potential voting rights currently exercisable. c) revenue recognition criteria 136 Consolidated Notes to Financial Statements – Part A – Accounting Policies Equity investments in related enterprises and joint ventures are recognised at cost. The book values are tested for impairment at each balance-sheet or other interim reporting date. If evidence of impairment indicates that there may have been a loss in value of an equity investment, then the recoverable value of the investment (which is the higher of the fair value, less costs to sell, and the value in use) should be estimated . The value in use is the present value of the future cash flows expected to be derived from the investment, including those arising from its final disposal. Should the recoverable value be less than its carrying value, the difference is recognised immediately in profit or loss under Account "240 - Gains (losses) on equity investments". Should the reasons for impairment no longer apply as a result of an event occurring after the impairment was recognised, reversals of impairment losses are credited to the same account in profit and loss. The profit related to the equity investments is booked to profit and loss of the Parent Company regardless of whether it was generated by the investee before or after the date of the acquisition. If, after recognition of dividends, the carrying amount of the investment in the separate financial statements exceeds the carrying amount in the consolidated financial statements of the investee‘s net assets (including associated goodwill), then the Group is required to consider whether an indication of impairment exists. d) derecognition criteria Financial assets are derecognised upon maturity of the contractual rights on the cash flows resulting from the assets or when the financial assets are sold and all related risks/benefits are transferred. If a company is committed to a plan to sell a subsidiary that involves loss of control over said subsidiary, all the subsidiary‘s assets and liabilities should be reclassified as assets held for sale, regardless of whether the company will retain a non-controlling interest after the sale. 8 Property, plant and equipment a) recognition criteria Property, plant and equipment are originally posted at cost, which includes the purchase price and any additional charges directly attributable to the purchase and installation of the assets. Non-recurring expenditures for maintenance which involve an increase in future economic benefits are booked as an increase in the value of the assets, while expenses for ordinary maintenance are booked to the profit and loss statement. Financial expenses are recorded in accordance with IAS 23. b) classification criteria Fixed assets include land, operating properties, investment properties, systems, furnishings and fixtures, and equipment of any type. Operating properties are properties owned by the Group and used in production and in the supply of services or for administrative purposes, whereas investment properties are those owned by the Group for the purpose of collecting rents and/or held for appreciation of capital invested. This item also includes any assets used in financial lease contracts, although their legal ownership rests with the leasing company, and any improvements and incremental expenses incurred in relation to third-party assets when they refer to identifiable and separable property, plant and equipment from which future economic benefits are expected. As regards real estate, components relating to land and buildings are separate assets for accounting purposes and are measured separately upon acquisition. c) revenue recognition criteria Property, plant and equipment, including non-operating real estate, are valued at cost, less any accrued depreciation and impairment. They are systematically depreciated over their useful life on a straight-line basis, except for land and works of art which have an indefinite useful life and cannot be depreciated. The useful life of the fixed assets subject to depreciation is periodically reviewed, and in the event of any adjustments to the initial estimate, a change is also made in the related depreciation rate. The depreciation rates and subsequent useful life expected for the main categories of assets are reported in the specific sections of the notes to the financial statements. The presence of any signs of impairment, or indications that assets might have lost value, shall be tested at the end of each reporting period. 137 Consolidated Notes to Financial Statements – Part A – Accounting Policies Should there be indications of impairment of value, a comparison is made between the book value of the asset and the asset's recoverable value, i.e. the higher of the fair value, less costs to sell, and the value in use, which is the present value of the future cash flows generated by the asset. Any adjustments are posted to the profit and loss statement under item 170 ―Net impairment losses/reversals on property, plant and equipment‖. Periodic depreciation is reported in the same item. Where the reasons for impairment cease to exist, a reversal is made, which shall not exceed the carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the asset in prior periods. d) derecognition criteria Property, plant and equipment are derecognised from the balance sheet upon their disposal or when the assets are permanently withdrawn from use and no future economic benefits are expected as a result of their disposal. 9 Intangible assets a) recognition criteria Intangible assets are identifiable, non-monetary assets without physical substance that are held for use over several years or indefinitely. They are posted at cost, adjusted by any additional charges only it is probable that the future economic benefits that are attributable to the asset will flow to the entity and if the cost of the asset can be measured reliably. The cost of intangible assets is otherwise posted to the profit and loss statement in the reporting period it was incurred. Goodwill is posted among assets when it results from a business combination transaction in accordance with the principles of determination indicated by IFRS 3, as a residual surplus between the overall cost incurred for the transaction and the net fair value of the assets and liabilities purchased (i.e. companies or business units). Should the cost incurred be less than the fair value of the assets and liabilities acquired, the difference (badwill) is directly recognised in profit or loss. b) revenue recognition criteria The cost of intangible fixed assets is amortised on a straight-line basis over their useful life. An intangible asset with an indefinite useful life should not be amortised but assessed for impairment periodically. Intangible assets arising from an internally developed software purchased from third parties are amortised on a straight-line basis starting from completion and roll-out of the applications based on their useful life. Where there is evidence of impairment, the recoverable amount of the assets is estimated at year-end. The amount of the loss recognised in profit and loss is equal to the difference between the carrying value and the recoverable amount of the assets. The goodwill recognised is not subject to amortisation, but its book value is tested annually (or more frequently) when there are signs of impairment. To this end, the cash flow generating units to which goodwill is attributable are identified. The amount of the impairment loss is determined by the difference between the book value of goodwill and its recoverable amount, if lower. Said recoverable amount is the higher of the cash-generating unit's fair value, less costs to sell, and its value-in-use. Value in use is the present value of future cash flows expected to arise from the years of operation of the cash-generating unit and its disposal at the end of its useful life. The resulting value adjustments are posted to the profit and loss statement under item 210 ―Net impairment losses/reversals on intangible assets‖. Periodic depreciation is reported in the same item. An impairment loss recognised for goodwill shall not be reversed in a subsequent period. c) derecognition criteria Intangible assets are derecognised from the balance sheet upon disposal and when no future economic benefits are expected. 10 Non-current assets held for sale a) recognition criteria Non-current assets and disposal groups held for sale are initially valued at the lower of the book value and the fair value less costs to sell. b) classification criteria 138 Consolidated Notes to Financial Statements – Part A – Accounting Policies This item includes non-current assets and disposal groups held for sale when the book value is to be recovered mainly through a highly likely sale rather than continuous use. c) revenue recognition criteria Following initial recognition, non-current assets and disposal groups held for sale are valued at the lower of the book value and the fair value net of selling costs. Related income and expenses, net of tax, are shown in the P&L statement under a separate item if they relate to discontinued operations. In this specific case, it is also necessary to disclose again the same economic information in a separate item for the previous periods presented in the financial statements, reclassifying the profit and loss statements as a result. Amortisation is discontinued at the date the non-current asset is classified as a non-current asset held for sale. d) derecognition criteria Non-current assets and disposal groups held for sale are derecognised from the balance sheet upon disposal. 11 Current and deferred tax a) recognition criteria The effects of current and deferred taxation calculated in compliance with Italian tax laws are posted on an accrual basis, in accordance with the measurement methods of the income and expenses which generated them, by administering the applicable tax rates. Income taxes are posted to profit and loss, excluding those relating to items directly credited or charged to shareholders‘ equity. Income tax provisions are determined on the basis of a prudential forecast of current, prepaid and deferred tax expense. Current tax includes the net balance of current tax liabilities for the year and current tax assets with the Financial Administration, comprising tax advances, tax credit arising from prior tax returns and other withholding tax receivables. In addition, current tax includes tax credit for which reimbursement has been requested from the relevant tax authorities. Tax receivables transferred as a guarantee of own debts shall also be recorded within this scope. Prepaid and deferred taxes are determined on the basis of the temporary differences – with no time limits – between the value assigned to the assets or liabilities in accordance with statutory principles and the corresponding values for tax purposes, applying the so-called balance sheet liability method. Prepaid tax assets are shown in the balance sheet for the extent to which they are likely to be recovered on the basis of the capacity of the company involved or all of the participating companies – as a result of exercising the option concerning ―fiscal consolidation‖ – to generate a positive taxable profit on an ongoing basis. Deferred tax liabilities are shown in the balance sheet, with the sole exception of reserves subject to tax deferral, since the volume of available reserves already subjected to taxation reasonably implies that no tax-inducing transactions will be carried out. Prepaid and deferred taxes are posted to the balance sheet by offsetting each tax for each year, taking account of the expected repayment schedule. Prepaid taxes for the years in which deductible temporary differences are higher than taxable temporary differences are posted to the assets side of the balance sheet, under deferred tax assets. Deferred taxes for the years in which taxable temporary differences are higher than deductible temporary differences are posted to the liabilities side of the balance sheet, under deferred tax liabilities. b) classification and measurement criteria Prepaid and deferred tax assets and liabilities are systematically measured to take account of any changes in regulations or tax rates, and of any different subjective situations of Group companies. In addition, the tax reserve is adjusted to cover the charges which might result from already notified tax assessments or litigation pending with the tax authorities. With reference to fiscal consolidation of the parent company and participating subsidiaries, contracts have been stipulated to regulate offsetting flows in relation to the transfers of tax profits and losses. Such flows are determined by administering the applicable IRES tax rate to the taxable income of participating companies. The offsetting flow for companies with fiscal losses – calculated as above – is recognised by the consolidating company to the consolidated company insofar as the consolidated company, were it not a participant of fiscal consolidation, might 139 Consolidated Notes to Financial Statements – Part A – Accounting Policies have used the losses within the five-year period established by law. Offsetting flows so determined are posted as receivables and payables with companies participating in fiscal consolidation, classified under other assets and other liabilities, offsetting item 290 ―Income tax for the year on continuing operations‖. c) revenue recognition criteria Where deferred tax assets and liabilities refer to components which affected the profit and loss statement, they are offset by income tax. When deferred tax assets and liabilities refer to transactions which directly affected shareholders‘ equity without impacting on the profit and loss statement (e.g. valuations of available-for-sale financial instruments or cash flow hedging derivatives), they are posted as a contra entry in shareholders‘ equity, affecting the special reserves if required. 12 Provisions for risks and charges Provisions to the reserve for risks and charges are made only when: there is a current (legal or implicit) obligation resulting from a past event; an outflow of resources producing economic benefits is likely to be necessary in order to settle the obligation; and the amount of the obligation can be estimated reliably Whenever timing is important, the provisions are discounted back. Provisions to the reserve are posted to the profit and loss statement, in addition to interest expense accrued on the reserves which were subject to discounting back. No provision is shown for contingent and unlikely liabilities, but information is provided in the notes to the financial statements, except in cases where the probability of an outflow of resources to settle the amount is remote or the amount is not significant. Sub-item 120 ―Provisions for risks and charges: pension funds and similar obligations‖ includes appropriations in compliance with IAS 19 ―Employee benefits‖ for the purpose of settling the technical deficit of defined-benefit complementary pension funds. Pension plans are either defined-benefit or defined-contribution schemes. The charges borne by the employer for defined-contribution plans are pre-determined; charges for defined-benefit schemes are estimated and shall take account of any shortfall in contributions or poor investment performance of defined-benefit plan assets. For defined-benefit plans, the actuarial values required by the application of the above principle are determined by an external actuary in accordance with the Projected Unit Credit Method. In particular, the obligation is calculated as the sum of the following values: average current value of pension benefits determined, for employees in service, only on the basis of completed years of service and taking account of possible future salary increases; less the current value of any assets servicing the scheme; less (or plus) any actuarial gains ad losses not recognised in the balance sheet, on the basis of the so-called ―corridor‖ method. According to the corridor method, the actuarial gains and/or losses – defined as the difference between the book value of the liabilities and the present value of the Group‘s commitments at the end of the period – shall be recognised in the balance sheet only when they exceed the higher value between 10% of the average present value of pension benefit obligations and 10% of the current value of the assets of the pension fund. Any surplus is posted to the profit and loss statement in line with the average residual working life of active employees, or during the year in the case of retired employees. The provision for the year posted to the profit and loss statement equals the sum of annual interest accrued on the average present value of pension benefit obligations at the beginning of the year, the average current value of benefits accrued by active employees during the year, and actuarial gains and losses in compliance with the corridor method, net of the expected annual return on plan assets Sub-item 120 ―Provisions for risks and charges: pension funds and similar obligations‖ includes any appropriations to cover expected losses for actions filed against the Bank, including clawback actions, estimated expenses in relation to customers‘ claims for securities brokerage, and other estimated expenses in relation to legal or implicit obligations existing at the end of the period. Where the appropriations are valued analytically, the amounts appropriated are used directly to cover charges actually incurred. 140 Consolidated Notes to Financial Statements – Part A – Accounting Policies 13 Liabilities and debt securities in issue a) recognition criteria These financial liabilities are first recognised upon receipt of the sums raised or at the time of issuance of debt securities. Liabilities are initially recognised at their fair value, which is generally equal to the amount received or the issue price, increased by any additional income/expense directly attributable to the funding or issuing transaction and not reimbursed by the creditors. Internal administrative costs are excluded. The fair value of financial liabilities issued at conditions other than market conditions is calculated by using a valuation technique [that incorporates all factors that market participants would consider in setting a price], and the difference with respect to the consideration received is booked directly to profit and loss, only when the conditions provided by IAS 39 have been met. b) classification criteria Deposits from banks and customers, and securities issued, include different types of funding (both interbank and from customers) and funds raised through certificates of deposit and outstanding bonds, net of any repurchase. Debt securities in issue include all securities that are not subject to ―natural‖ hedging through derivatives and that are classified as liabilities measured at fair value. The item also incorporates payables booked by the lessee in relation to any stipulated financial lease transactions. c) revenue recognition criteria Following initial recognition, financial liabilities are valued at amortised cost using the effective interest method. Short-term liabilities for which time effect is immaterial are an exception, and are recognised at the amount collected.. Should the requirements provided by IAS 39 be met in the case of structured instruments, the embedded derivative is separated from the host contract and reported at fair value as a trading asset or liability. In this case, the host contract is recognised at amortised cost. d) derecognition criteria Financial liabilities are derecognised upon maturity or extinction. Derecognition also occurs if previously issued securities have been repurchased. The difference between the book value of the liabilities and the amount paid to repurchase them is recorded in the profit and loss statement. A new placement in the market of own securities after their repurchase is considered as a new issue and posted at the new price of placement, with no impact on the profit and loss statement. In compliance with the provisions of IAS 32, any potential commitment to buy treasury shares as a result of the issue of put options is shown in the balance sheet under financial liabilities, offset by the reduction of shareholders‘ equity in the amount of the current value of the contractual repayment sum. At the end of 2010, there were no put options sold on treasury shares of the Parent company. 14 Held-for-trading financial liabilities a) recognition criteria Held-for-trading financial liabilities are initially posted on the date of issue for debt securities, and on the date of subscription for derivatives. Upon initial recognition, they are measured at fair value, which usually corresponds to the amount collected net of any transaction costs or income directly attributable to the instrument itself, which are directly posted to the profit and loss statement. Any embedded derivatives in combined financial instruments not directly connected to the latter and with the characteristics to meet the definition of a derivative are recognised separately from the host contract at fair value. The applicable accounting criteria are administered to the primary contract. b) classification criteria This category includes debt securities issued mainly for the purpose of obtaining short-term profits and the negative value of derivative contracts excluding those designated as hedging instruments. Derivative contracts include those embedded in combined financial instruments which were subject to separate accounting. The sub-items ―Deposits from banks‖ and ―Deposits from customers‖ also incorporate uncovered short positions on securities. 141 Consolidated Notes to Financial Statements – Part A – Accounting Policies c) measurement criteria Following initial recognition, held-for-trading financial liabilities are measured at fair value, with changes being posted as a contra entry in the profit and loss statement. For a description of criteria used to determine the fair value of financial instruments, please see section "―A.3.2 Fair Value Hierarchy‖ of this Part A. d) derecognition criteria Financial liabilities are derecognised upon maturity or extinction. Derecognition also occurs if previously issued securities have been repurchased. The difference between the book value of the liabilities and the amount paid to repurchase them is booked in the profit and loss statement. e) revenue recognition criteria Profits and losses arising from any changes in the fair value of a financial asset are recognised in profit and loss under account ―80 Net profit/loss from trading‖, except for gains and losses on derivative payables linked with the fair value option which are classified under account ―110 Net profit/loss on financial assets and liabilities designated at fair value‖. 15 Financial liabilities designated at fair value through profit and loss a) recognition criteria Financial liabilities measured at fair value are initially posted on the date of issuance for debt securities. Upon initial recognition, they are measured at fair value, which usually corresponds to the amount collected net of any transaction costs or income directly attributable to the instrument itself, which are directly posted to the profit and loss statement. The Fair Value Option (FVO) applies to all financial assets and liabilities which would have caused misrepresentation on the profit and loss statement and balance sheet had they been otherwise classified, and to all instruments which are managed and measured using a fair value approach. In particular, liabilities measured at fair value include fixedrate and structured funding instruments with a market risk subject to systematic hedging through derivative contracts. The fair value of financial liabilities issued at conditions other than market conditions is calculated by using a valuation technique [that incorporates all factors that market participants would consider in setting a price], and the difference with respect to the consideration received is booked directly to profit and loss, only when the conditions provided by IAS 39 have been met. b) classification criteria This category includes financial liabilities intended for measurement at fair value through profit or loss when: 1. the determination of fair value allows for the elimination or reduction of significant misrepresentations of the financial instruments in the profit and loss statement and balance sheet; or 2. the management and/or measurement of a group of financial instruments at fair value through profit or loss is consistent with an investment or risk management strategy documented as such by senior management; or 3. a host instrument embeds a derivative which significantly modifies the cash flows of the host and should otherwise be accounted for separately In particular, the parent company has classified in this account the financial liabilities that are subject to ―natural hedging‖ through derivative instruments. These financial liabilities include bonds and structured and fixed-rate certificates of deposit, for which the market risk is subject to systematic hedging through derivative contracts, with the exception of securities issued at a floating rate subject to cash flow hedging, which are instead classified under debt securities issued. In order to further enhance reporting and transparency on how the fair value option is used, specific detailed tables are provided in the corresponding sections of the notes to the financial statements, both for the profit and loss statement and the balance sheet, which further illustrate the methods and strategies of use of the fair value option by the parent company. For item 17 ―Other information‖, a specific section is also included to provide insight into the technical hedging methods, with a special focus on the use of the fair value option. c) measurement criteria Following initial recognition, financial liabilities are measured at fair value. For a description of criteria used to determine the fair value of financial instruments, please see section "―A.3.2 Fair Value Hierarchy‖ of this Part A. 142 Consolidated Notes to Financial Statements – Part A – Accounting Policies d) derecognition criteria Financial liabilities are derecognised upon maturity or extinction. Derecognition also occurs if previously issued securities have been repurchased. The difference between the book value of the liabilities and the amount paid to purchase them is recorded in the profit and loss statement under item 110 ―Net profit/loss on financial assets and liabilities measured at fair value‖. e) revenue recognition criteria Gains and losses arising from any changes in the fair value of a financial asset are recognised in profit and loss under account ―110 Net profit/loss from trading‖; same treatment applies to derivatives payable linked with the fair value option which are classified under account ―110 Net profit/loss on financial assets and liabilities designated at fair value‖. 16 Foreign-currency transactions a) recognition criteria Upon initial recognition, foreign-currency transactions are recognised in the currency of account using the foreignexchange rates on the date of the transaction. b) revenue recognition and derecognition criteria Financial statement entries denominated in foreign currencies are valued at the end of each reporting period as follows: monetary entries are converted using the exchange rate on the closing date; non-monetary entries valued at historical cost are converted using the exchange rate on the date of the transaction; non-monetary entries that are measured at fair value in a foreign currency are translated at the closing date rate. Any exchange-rate differences resulting from the settlement of monetary elements, or from the conversion of monetary elements at rates other than those used for initial conversion or conversion in the previous financial statements, are posted to the profit and loss statement for the period in which they arise. When a profit or a loss on a non-monetary element is shown under shareholders‘ equity, the exchange-rate difference in relation to said element is also posted to equity. However, when a profit or a loss is posted to the profit and loss statement, the relative exchange-rate difference is also posted there. The accounting position of foreign branches with different operating currencies is converted into Euros by using the exchange rates at the end of the reporting period. Any exchange-rate differences attributable to investments in such foreign branches, and those resulting from the conversion into Euros of their accounting position, are posted in shareholders‘ equity reserves and transferred to the profit and loss statement only in the year when the investment is disposed of or reduced. 17 Insurance assets and liabilities Technical reserves / reinsurers This item includes the reinsurers‘ obligations resulting from reinsurance transactions based on contracts regulated by IFRS 4. Deposits from reinsurers with ceding undertakings are not included. Reinsurers‘ technical reserves are determined on the basis of the existing agreements in accordance with the principles concerning actuarial reserves, subject to different valuation in relation to credit recovery. At 31 December 2010, asset item 110 ―Reinsurers‘ technical reserves‖ was empty following the loss of control of the insurance companies and the switch from full consolidation to the equity method; these reserves were not present in the 2009 financial statements either. Life insurance technical reserves In compliance with the provisions of IFRS 4, any contracts issued are subject to prior analysis for the purpose of identifying the applicable accounting standard for each of them. To this end, each life insurance policy has been broken down into its tariff components (so-called ―coverage‖), which have been classified as insurance forms or investment forms on the basis of the extent of underlying insurance risk borne by the companies. 143 Consolidated Notes to Financial Statements – Part A – Accounting Policies As a result, the following choices were made: Insurance products: these include 'first-branch' temporary life insurance policies, life annuity policies and comprehensive policies pursuant to IFRS 4.2 with guaranteed annuity conversion options upon issue. As stated, for such products IFRS 4 substantially confirms the applicability of national insurance standards, which, in summary, provide for: - the posting of gross premiums to the profit and loss statement under income; they include all amounts accrued during the year as a result of stipulating insurance contracts, net of cancellations. Similarly, the premiums assigned to reinsurers are posted as costs for the year; - with respect to gross-premium income, the amount of the obligations in relation to insured parties – calculated analytically for each contract using the prospective valuation method on the basis of the demographic/financial assumptions currently adopted by the market – is appropriated to actuarial reserves. Separately managed financial products: such products, which include most 'first-branch' life insurance policies and comprehensive policies as well as 'fifth-branch' capitalisation policies, are characterised by discretional profitsharing. Therefore, they are posted in accordance with the following provisions of IFRS 4: the products are shown in the financial statements in a manner broadly similar to the presentation prescribed by local accounting principles. This means that the premiums, payments and changes in technical reserves are posted to the profit and loss statement. The products are valued using shadow accounting. This means that the differences between the book value and market value, with reference to available-for-sale securities, and for the component pertaining to the insured parties, are allocated to technical reserves. For the component pertaining to insurers, differences are instead posted to equity. However, if the securities are measured according to the fair value option, the difference between the book value and the market value is shown in the profit and loss statement with a change in technical reserves for the portion pertaining to the insured parties. Financial products not included under separate management, and therefore with no discretionary profit-sharing: these products, essentially comprising index and unit-linked policies as well as specific asset policies not included under separate management, are booked pursuant to IAS 39. Any insurance component embedded in index and unit-linked products is subject to independent valuation (so-called unbundling). Technical reserves incorporate only the liabilities arising from insurance contracts issued as per point a); financial instruments as per point b) (financial liabilities with discretional profit-sharing); and the insurance component of unit- and index-linked contracts. Additional information on the accounting system of the instruments as per point c) is provided in the section covering financial liabilities measured at fair value. Insurance contracts and financial contracts with discretional profit-sharing are valued in accordance with existing practices, pursuant to IFRS 4.25. The liabilities of associate Axa MPS Vita are determined in accordance with Legislative Decree no. 174 of 17 March 1995 and Legislative Decree no. 173 of 26 May 1997. Such liabilities are posted including any reinsurance assignments. The item also includes reserves set aside following the liability adequacy test pursuant to IFRS 4.15, deferred liabilities with insured parties (IFRS 4.30 and IFRS 4.34: shadow accounting) and reserves for amounts payable. Actuarial reserves and reserves for operating expenses Actuarial reserves for pure premiums and reserves for operating expenses, in relation to insurance products and financial products with discretional profit-sharing, are determined on a contract-by-contract basis in accordance with the actuarial calculation principles pursuant to Art. 25 of Legislative Decree no. 174/1995 and using the demographic, financial and charge criteria adopted for the calculation of premiums. Actuarial reserves of pure premiums include the portions of premium accrued during the year and any revaluations made in enforcement of contractual clauses. In any case, the amount of actuarial reserves is not lower than the amount calculated according to the conditions of guaranteed minimum or at surrender value, if contemplated. Additional reserves as per Art. 25 par. 12 of Legislative Decree 174/1995 are determined on the basis of ISVAP Regulation nos. 1380 of 21 December 1999 and 1801 of 21 February 2001. 144 Consolidated Notes to Financial Statements – Part A – Accounting Policies Additional reserves as per Art. 30, par. 4, of Legislative Decree 174/1995 in relation to the insurance component of index- and unit-linked contracts (as represented by the additional temporary life insurance, long-term care, dread disease and disability coverage) are set up on the basis of the actuarial calculation principles pursuant to Art. 25 of said Decree. Shadow accounting The current practice has been modified in accordance with the provisions of IFRS 4.30 for the purpose of taking into account any capital gains identified but not realised on the assets which directly impact the measurement of insurance liabilities, by the same standards as those for realised capital gains. The relative adjustments to insurance liabilities are shown under shareholders‘ equity if unrealised capital gains are posted under shareholders‘ equity; if not, they are posted to the profit and loss statement under ―amounts paid and changes in technical reserves‖. Technical reserves are derecognised when the obligation indicated in the contract has been fulfilled, eliminated or has expired. Property and casualty insurance technical reserves In accordance with IFRS 4, property and casualty reserves are determined on the basis of applicable principles, except for some supplementary reserves and equalisation reserves. From this viewpoint, the principle of ultimate cost underlying the existing method is broadly compliant with the liability adequacy test (LAT) required by IFRS 4 for the purpose of ensuring the adequacy of reserves. Property and casualty reserves include premium reserves, claims reserves and other reserves. Premium reserve The premium reserve on the risks of direct insurance policies, as per Legislative Decree 173/1997, includes the portions of premium pertaining to subsequent years, calculated for each contract on an accrual basis in accordance with posted gross premiums, less acquisition commissions and other directly chargeable acquisition costs pursuant to Art. 32 of the above Decree. The premium reserve also incorporates the premium reserve for unexpired risks. This consists of the amount to be allocated to cover business risks after the end of the year for the purpose of paying all damages and expenses resulting from insurance contracts stipulated before that date. Such risks are estimated on a case-by-case basis by class of insurance coverage with reference to the claimspremiums ratio pertaining to the current generation. The reserve is calculated by applying said ratio to the reserve for portions of premium. The unexpired risks reserve – as contemplated by the empirical method indicated by ISVAP circular no. 360/D of 21 January 1999 – consists of the difference between the amount so determined and the sum of the reserve for portions of premium plus the premiums which shall be due in compliance with stipulated contracts (expiring instalments), net of acquisition commissions and other acquisition expenses, limited to directly chargeable costs. The surety bond insurance premium reserve is calculated pursuant to Art. 2 par. 1 of ISVAP Regulation no. 1978 G of 4 December 2001. Claims reserve Claims reserves are determined in an analytical manner through the examination of all claims existing at the end of the year, using statistical methods of evaluation for objective elements, so as to enable the amount allocated to the reserve, as provided for by Art. 33 of Legislative Decree 173/1997, as for the ultimate cost, to meet all future foreseeable claims expenses, including settlement costs. The claims presumed to have occurred during the year and not registered by the end of the reporting period are charged to the claims reserve in compliance with the provisions of Art. 26 of Legislative Decree 175/1995 and Art. 5 of ISVAP Regulation no. 1059/G of 4 December 1998. Profits and losses resulting from any changes in the value of technical reserves are shown in the profit and loss statement under ―balance of other insurance income and charges‖. Liability Adequacy Test 145 Consolidated Notes to Financial Statements – Part A – Accounting Policies Pursuant to IAS/IFRS, the adequacy of insurance liabilities is tested using current estimates of future cash flows arising from insurance contracts and financial instruments as per IFRS 4.2. If these tests show that the book value of insurance liabilities is inadequate, the entire shortfall is posted to the profit and loss statement under ―balance of other insurance income and charges‖ as per IFRS 4.15. At 31 December 2010, insurance equity investments were valued using the equity method. 18 Other information a) Other significant items Other significant items from the Group‘s financial statements are described below. Cash and cash equivalents This item includes currencies that are legal tender, including foreign banknotes and coins and demand deposits with the central bank of the country or countries in which the Group operates with its own branches. The item is posted at face value. For foreign currencies, the face value is converted into Euros at year-end exchange rate. Value adjustment of macrohedged financial assets and liabilities These items show, respectively, the balance, whether positive or negative, of the changes in value of the macrohedged assets and the balance, whether positive or negative, of the changes in value of liabilities macrohedged against interest-rate risk, pursuant to IAS 39, paragraph 89. Other assets This item shows assets not attributable to the other items on the asset side of the balance sheet. It may include, for example: gold, silver and precious metals; accrued income other than that which is capitalised to the related financial assets; any inventories according to the definition of IAS 2; improvements and incremental expenses incurred on third-party real estate other than those attributable to property, plant and equipment and therefore not independently identifiable and separable. The costs in the latter bullet point are posted to other assets, since the user company exercises control of the assets for the purpose of the tenancy agreement and can obtain future economic benefits from them. Said costs are posted to Item 220 ―Other operating income/expenses‖ on the profit and loss statement according to the shorter of the period in which the improvements and expenses can be used and the remaining term of the contract. Severance pay Employee severance pay is a defined-benefit allowance subsequent to the employment relationship; therefore its actuarial value must be estimated for purposes of the financial statements. This estimate is carried out using the projected unit credit method, which predicts future disbursements on the basis of statistical historical analysis and the demographic curve, and the financial discounting of such flows according to market interest rates. The costs accrued during the year for servicing the plan are posted to the profit and loss statement under Item 180 a) ―Personnel expenses‖ as the net amount of contributions paid, non-posted contributions pertaining to previous years, expected income from plan assets , financial charges and actuarial profits/losses. Actuarial profits and losses – the difference between the balance-sheet value of the liabilities and the present value of the obligation at the end of the year – are computed using the ―corridor‖ method, which means the excess of accrued actuarial profits/losses at the end of the previous year compared with the higher of 10% of the present value of the benefits generated by the plan and 10% of the fair value of the assets servicing the plan. Such excess is also compared to the expected average working life of the participants in the plan. After the reform of supplementary pension funds as per Legislative Decree No. 252 of 5 December 2005, severance pay quotas accrued to 31 December 2006 remain with each company of the Group, while severance pay quotas accrued after 1 January 2007, at the discretion of the 146 Consolidated Notes to Financial Statements – Part A – Accounting Policies employee, are assigned to supplementary pension funds or are maintained at the individual companies, which will provide for their transfer to the Treasury Fund managed by the Italian National Social Security Institute, INPS. Other liabilities This item shows liabilities not attributable to other items on the liability side of the balance sheet. It includes, for example: a) b) c) payment agreements that must be classified as debit entries according to IFRS 2; debit entries connected with payment for provision of goods and services; accrued liabilities other than those to be capitalised to the respective financial liabilities. b) Other significant accounting practices Details on significant accounting criteria for purposes of understanding the financial statements are shown below. Treasury shares Any shares held by Parent Bank Banca Monte dei Paschi di Siena S.p.A. are recorded in their own item and deducted directly from shareholders‘ equity. No profits or losses are posted to the profit and loss statement upon the purchase, sale, issue or cancellation of the Parent Bank‘s equity instruments. Any amount paid or received is posted directly to shareholders‘ equity. Share-based payments The existing stock-granting plan contemplates the purchase and allocation to employees of a certain number of shares of Gruppo Monte dei Paschi di Siena S.p.A. on an annual basis, for a value corresponding to the amount recognised as part of the company‘s bonus structure. Such value is posted as personnel expenses on an accrual basis. Dividends and income/cost recognition Revenues are recognised upon attainment, or: in the case of selling goods or products, when it is likely that future benefits will be received and said benefits can be reliably quantified; in the case of services, when these are provided. In particular: interest is booked pro rata temporis on the basis of contractual interest rate or the effective interest rate in the event of application of the amortized cost; interest on arrears is posted to the profit and loss statement only upon actual collection; dividends are shown in the profit and loss statement upon resolution of their distribution, i.e. when their payment is due; commissions for service income are posted in the period when said services were rendered, on the basis of existing contractual agreements; revenues from trading or from issuance of financial instruments, as determined by the difference between the transaction price and the fair value of the instrument, are booked to the profit and loss statement upon the reporting of the transaction if the fair value can be determined with reference to parameters or recent transactions observable on the same market in which the instrument is traded; otherwise, they are distributed over time, taking into account the duration and the nature of the instrument. portfolio management fees are recognised based on the duration of service; Expenditures are booked to profit and loss during the periods in which the related revenues are booked. Expenditures that cannot be associated with income are booked immediately to the profit and loss statement. Business combinations 147 Consolidated Notes to Financial Statements – Part A – Accounting Policies A business combination is defined as the transfer of control of a company (or of a group of assets and integrated goods, conducted and managed as a unit). For this purpose, control is considered to have been transferred, either when more than half of the voting rights are acquired, or in the event that, even without acquiring more than half of the voting rights of another entity, control of the latter is obtained, since, as a result of the combination, power is held: 1. over more than half of the voting rights of the other entity by virtue of agreements with other investors; 2. to make the management and financial decisions of the entity by virtue of articles of association or an agreement; 3. to appoint or remove the majority of executive board members; 4. to obtain the majority of voting rights at executive board meetings. A business combination may give rise to an investment link between the acquiring parent company and the acquired subsidiary. In these cases, the acquirer applies IFRS 3 to the consolidated financial statements while posting the acquired interest to its separate financial statements as an equity interest in a subsidiary, consequently applying IAS 27 ―Consolidated and separate financial statements‖. A business combination may also provide for the acquisition of the net assets of another entity, including any goodwill, or the acquisition of the share capital of another entity (for example mergers, splits, acquisitions of business units). Such a business combination is not an investment link like the one between a parent company and subsidiary, and therefore in these cases IFRS 3 is also applied to the individual financial statements. Based on the provisions of IFRS 3, an acquirer must be specified for all combination transactions. It is identified as the subject that obtains control over another entity or group of assets. The acquisition must be posted to the accounts on the date when the acquirer effectively obtains control over the entity or assets acquired. The cost of a business combination must be determined as the sum of: 1. the fair value, on the date of exchange, of the assets sold, of the liabilities incurred or assumed, and of the equity instruments issued by the acquirer in exchange for control; 2. any ancillary expense directly attributable to the business combination. In cash transactions (or when payment is provided for using cash-equivalent financial instruments), the price is what is agreed on accordingly, possibly discounted in the event of a medium- or long-term instalment plan; in the event that payment occurs by means of an instrument other than cash, thus by means of issuing equity instruments, the price is equal to the fair value of the means of payment net of costs directly attributable to the equity issue. Included in the price of the business combination on the date of acquisition are adjustments subject to future events, if provided for by the agreements and only in the event that they are probable, determinable in a reliable manner and realised within 12 months of the date of acquisition of control. Business combination transactions are recorded using the ―acquisition method‖, which provides for posting to the financial statements: the assets, liabilities and contingent liabilities of the acquired entity at their respective fair values on the date of acquisition, including any identifiable intangible assets not already posted to the financial statements of the acquired entity; the goodwill determined as the difference between the cost of the business combination and the net fair value of the assets, liabilities and identifiable contingent liabilities; any positive surplus between the net fair value of the assets, liabilities and contingent liabilities acquired and the cost of the business combination is posted to the profit and loss statement. In addition, if a company does not acquire a 100% interest, non-controlling interests‘ shares of equity may be valued at fair value (full goodwill). The fair value of the assets, liabilities and contingent liabilities of the acquired entity may be determined provisionally by the end of the first reporting period in which the combination occurs and must be completed within twelve months of the date of acquisition. The obligation to measure the controlled entity's individual assets and liabilities at fair value upon each subsequent step acquisition was recently eliminated for business combinations that are achieved in stages ('step acquisitions'). 148 Consolidated Notes to Financial Statements – Part A – Accounting Policies Business combinations do not include transactions aimed at control of one or more entities that do not constitute a business activity, or aimed at temporary control, or finally, if the business combination is realised for restructuring purposes, thus among two or more entities or business activities already part of the MPS Group, and not involving changes to the control structures regardless of the percentage of rights of third parties before and after the transaction (so-called business combinations of entities under common control). Business combinations under common control Business combinations between entities under common control do not fall under IFRS 3. In the absence of a standard of reference, as indicated in Section 1 ―Declaration of conformity with international accounting standards‖, these transactions are posted to the accounts by making reference to preliminary guidance from the Italian Association of Auditors (Orientamenti Preliminari, OPI no. 1 "Accounting treatment of "business combinations of entities under common control‖ in separate and consolidated financial statements" and OPI no. 2 "Accounting treatment of mergers in financial statements"). These guidelines consider the economic significance of business combinations on the basis of cash flow impact on the Group. With regard to these considerations, the following cases can thus be identified: a) b) transactions with no significant influence on future cash flows: these are recognised using the pooling of interest method. Therefore, in the financial statements of the seller, the difference between the sale price and the book value is posted as an increase/decrease in shareholders‘ equity. Exclusively in the event of acquisition or transfer of a controlling interest, the equity investment is posted at acquisition cost in the acquirer/transferee‘s financial statements for the year; transactions with significant influence on future cash flows: these are measured at fair value, i.e. the amount exchanged. Any difference between the transaction price and the book value is posted to the profit and loss statement. Amortised cost The amortised cost of financial assets or liabilities is the value at which it was measured at initial valuation, net of principal repayments, plus or minus overall amortisation calculated using the effective interest method, on the differences between the initial value and that at maturity and net of any permanent impairment. The effective interest rate is the rate which makes the present value of future contractual payment or collection cash flows, until maturity or a subsequent price recalculation date, equal to the net book value of the financial assets or liabilities. To calculate the current value, the effective interest rate is applied to estimated future collection or payment flows over the entire useful life of the financial assets or liabilities – or for a shorter period if certain conditions are met (for example, a change to market rates). The effective interest rate shall be redetermined where the financial assets or liabilities have been subject to fair value hedging that has ceased to exist. In cases in which it is not possible to estimate the cash flows or expected life in a reliable manner, the Company uses the cash flows contractually envisaged for the entire contractual term. Following the initial valuation, the amortised cost makes it possible to allocate income and costs reducing or increasing the instrument over its entire expected life by means of the amortisation process. The determination of the amortised cost is different depending on whether the financial assets/liabilities are subject to valuation at a fixed or variable rate. For fixed-rate instruments, future cash flows are quantified based on the known interest rate during the term of the financing. For floating-rate financial assets/liabilities, whose variability is not known beforehand (because, for example, it is tied to an index), the determination of cash flows is performed on the basis of the last known rate. At every rate review date, the amortisation schedule and the actual rate of return over the entire useful life of the instrument, i.e. until maturity, are recalculated. The adjustment is recognised as cost or income in the profit and loss statement. Valuation at amortised cost is applied to receivables, held-to-maturity financial assets, available-for-sale financial assets, liabilities and debt securities in issue. Financial assets and liabilities traded at market conditions are initially recognised at their fair value, which normally corresponds to the amount disbursed or paid inclusive -in the case of instruments valued at amortized cost- of transaction costs and commissions directly attributable to the assets and liabilities (such as fees and commissions 149 Consolidated Notes to Financial Statements – Part A – Accounting Policies paid to agents, consultants, intermediaries and dealers), as well as contributions withheld by regulatory bodies and securities exchanges, taxes, and transfer charges. These expenses, which must be directly attributable to the individual financial assets or liabilities, impact the original actual return and make the effective interest rate associated with the transaction different from the contractual interest rate. Calculation of the amortised cost does not include costs that the Group must incur regardless of the transaction (for example, administrative, stationery and advertising costs), which, even though they are specifically attributable to the transaction, occur in the normal practice of managing loans (for example, activities aimed at disbursement). With particular reference to receivables, lump-sum reimbursements of expenses incurred by the Group for the provision of a service must not be attributed in a way that lowers the cost of disbursing the loan, but since they may be considered as other operating income, the related costs must be posted to a separate account in the profit and loss statement. Guarantees issued Adjustments due to any deterioration in the guarantees issued are posted to Item 100 ―Other liabilities‖. Impairment losses are posted to Item 130 d) ―Net impairment losses/reversals on other financial transactions‖ in the profit and loss statement. c) Significant accounting choices made while preparing the financial statements (with particular reference to the provisions of IAS 1, paragraph 122, and document nos. 4 of 3 March 2010 and 2 of 6 February 2009, issued jointly by the Bank of Italy/Consob/Isvap). Decisions by senior management having a significant effect on amounts in the financial statements, other than those relating to estimates, made when applying accounting principles, are shown below. Transaction for value creation from part of the Group's real estate properties used in the business (the Transaction) In July 2009, the Group launched the Transaction aimed at creating value from part of its real estate used in the business, reorganise and rationalise production and industrial processes related to properties used in the business and, at the same time, strengthen its capital structure while maintaining the properties for the use of bank branches through 24-year lease contracts with the purchaser. The Transaction was structured into 4 phases: a) disbursement by the Parent Company to MPS Immobiliare S.p.A. (―MPS Immobiliare‖ or ―MPS RE‖), a real estate company of the Group, of a mortgage loan on MPS Immobiliare owned properties leased to Group companies; b) incorporation of consortium joint-stock company Perimetro Gestione Proprietà Immobiliari S.C.p.A.(―Consorzio‖ or ―PGPI‖) pursuant to art. 2615-ter of the Italian civil code and definition of its ownership and governance structure; c) transfer to the Consortium of the Group's real estate business, consisting in: 1) the real estate portfolio, including 683 buildings used in the banking business (61% of total real estate assets), concentrated in the subsidiary, MPS Immobiliare, and valued at EUR 1,718 mln; 2) the EUR 1,673 mln mortgage loan granted by the Parent to MPS Immobiliare on 7 July 2009; 3) the buildings' lease contracts by and between MPS Immobiliare and the companies of the Group for a period of 24 years and adjusted to fair market values as at Transaction date. d) subsequent securitisation of the mortgage loan existing between the Parent Company and the Consortium to the securitisation vehicle Casaforte S.r.l. (―Casaforte‖). In consideration of the complexity of the transaction, an analysis of its accounting aspects starts from an assessment of how it qualifies in its substance so as to later identify the applicable IAS/IFRSs . Firstly, it is noted that on 20 July 2010, the Parent Company requested Consob to express an opinion with regard to the accounting requirements for the Transaction. On 23 December, Consob replied to the Bank's request with a note containing the guidelines for the Transaction accounting 'qualification' and, consequently, the identification of the applicable International Accounting standards. In particular, the essential point in the request for Consob's opinion lied in asking the Authority whether , in its judgment, the conditions were in place for considering the Transaction as "true sale", that is actual disposal of Group real estate transferred to the Consortium, thus making it possible to recognise -also in the 2010 150 Consolidated Notes to Financial Statements – Part A – Accounting Policies Consolidated Annual Report- the capital gain arising from the transfer of the real estate business to the Consortium, which had only been recognised in MPS Immobiliare's separate report in 2009. It should be pointed out that the accounting capital gain recognised in MPS Immobiliare's separate report was written off from the Group's consolidated annual report for 2009 and the three 2010 interim reports, insofar as the Parent Company exercises control over the Consortium under SIC 12 - Consolidation - Special Purpose Entities (vehicles) ("SIC 12"). In particular, for the purpose of assessing whether the Transaction may, as a whole, be considered as a "true sale" Consob gained insight in the three qualifying profiles of the transaction, namely: 1) whether the lease agreements entered into by the Consortium with the companies of the Group are operating or finance leases under IAS 17, Leasing (―IAS 17‖); 2) whether control by the Group over the real estate acquiring Consortium may be presumed, that is to say whether the conditions are in place in this case for the Consortium to be 'deconsolidated' pursuant to the relevant international accounting standards (IAS 27, Consolidated and Separate Financial Statements; "IAS 27" and SIC 12); 3) whether the requirements for derecognition of the securitised mortgage loan are met pursuant to IAS 39, Financial Instruments: Recognition and Measurement ("IAS 39"). It should be emphasised that Consob considered an assessment of the afore-mentioned requirements necessary though not sufficient to qualify the Transaction as a "true sale" of the Group's real estate transferred to the Consortium. Having regard to the provisions set out in par. 3 of SIC 27, Consob recalled the principle whereby ― A series of transactions that involve the legal form of a lease is linked, and therefore should be accounted for as one transaction, when the overall economic effect cannot be understood without reference to the series of transactions as a whole. This is the case, for example, when the series of transactions are closely interrelated, negotiated as a single transaction, and takes place concurrently or in a continuous sequence ‖. Which, in Consob's scope of interpretation of the International Accounting Standards, means that, after having evaluated, in substance: compliance of condition 1) with the provisions of IAS 17 on operating leases; compliance of condition 2) with the principles for 'deconsolidation' under IAS 27 and SIC 12; and compliance of condition 3) with the criteria for derecognition under IAS 39, the Parent Company's Directors need to "carefully consider all circumstances and forward-looking elements that may influence the occurrence or non-occurrence of the aforementioned conditions, disclosing in the notes to the financial statements all information necessary for a thorough assessment of the transactions at issue". Having said this, the Parent Company's Board of Directors proceeded with an assessment of whether the conditions were in place for the Transaction to be considered as a "true sale" of the Group's real estate transferred to the Consortium. To this end, the Parent Company's Board of Directors, assisted by an external expert, verified whether -from an accounting-technical standpoint- the conditions as at 31 December 2010 were in place for the assumptions under 1), 2) and 3) above to be deemed individually applicable in terms of compliance with the International Accounting Standards of reference. Considering that the Transaction was structured into the four previously described phases, the assessment was completed on the basis of the following international accounting standards: IAS 18, Revenue (―IAS 18‖), on the accounting treatment of revenue arising from the transfer/disposal of assets to third parties; IAS 17 and SIC 27, on leases; IAS 27 and SIC 12 on the accounting treatment ('deconsolidation') of equity investments; IAS 39 on recognition and measurement of financial instruments. In particular, IAS 18, IAS 17 and SIC 27 were relevant for the purpose of ascertaining the applicability of condition 1), i.e. the operating nature of lease agreements entered into by and between Group Companies and the Consortium; IAS 27 and SIC 12 were relevant for the purpose of ascertaining the applicability of condition 2), i.e. 'deconsolidation' of the interest in the Consortium; IAS 39 was relevant for the purpose of ascertaining the applicability of condition 3), i.e. the derecognition of the securitised mortgage loan. The assessment by the Parent Company's Board of Directors highlighted that the conditions of the Transaction's individual phases that qualify the Transaction as a "true sale" (as per the definition contained in Consob note of 23 December 2010) were met prior to closing date (31 December 2010) and no events occurred after 31 December 151 Consolidated Notes to Financial Statements – Part A – Accounting Policies 2010 and prior to the approval of the Group's consolidated financial statements that may have changed the conditions existing at closing date. For all intents and purposes: a) the real estate sale and lease back transaction bewteen the Group and the Consortium qualifies as operating sale & lease-back having regard to the requirements set forth in IAS17; and hence the derecognition of properties from the Group's consolidated financial statements; b) ownership of Consortium class A shares as at 31 December 2010 to an extent of less than 8% of capital is an essential condition to assume that Group control over the Consortium ceased to exist as at the closing date of the fiscal year. An interest of less than 8% does not enable the Group to appoint any members to the BoD and exert any influence on the company's financial and operating policies. Since, for accounting purposes, the Consortium qualifies as a special purpose entity (SIC 12), deconsolidation may not apply if the Group still retains -by virtue of other contractual relationships- the risks and benefits arising from properties transferred and, specifically, from ownership of the majority of the participating shares issued by the Consortium 42 . On this connection, the Group held no participating shares in the books of its companies as at 31 December 2010. Consequently, it may be affirmed that the risks/benefits arising from properties were transferred to the owners of the participating shares; c) Following the securitisation, conditions are in place to believe that the Parent Company may derecognise from its balance sheet the amount receivable from the Consortium as a consequence of the fact that this receivable was transferred to the securitisation vehicle Casaforte. In effect, the Group held no class B and Z notes issued by Casaforte as at the end of the year. As regards class A senior notes, a residual amount of EUR 7 mln was owned by the Group as at 31 December 2010 (0.45% of the EUR 1,536.6 mln nominal value of total notes issued), partly attributable to liquidity support ensured by MPS Capital Services S.p.a.. Liquidity support in relation to class A notes issued by Casaforte, for which MPS Capital Services committed to repurchasing 100% of class A notes keeping the spread at issuance unaltered, entails the retention of a risk associated with repurchase of the transferred loan. For this reason, it was necessary to evaluate whether the majority of risks and rewards arising from the transferred loan had been transferred substantially pursuant to par. 22 of IAS 39. The assessment was made by quantifying the exposure to variability in net cash flows before and after the transfer, taking account of the possibility of option exercise by class A note holders. An assessment was also made on the basis of both historical data for comparable issuances and forward looking estimates that consider future developments in the issuer's creditworthiness based on different scenarios of financial market volatility. The value of the commitment undertaken, namely the options substantially issued to class-A ABS holders, duly posted to the balance sheet for an amount of EUR 6.3 mln, proved to be substantially negligible with respect to the overall value of risks and rewards associated with the securitisation. The ratio of exposure to variability in the present value of net future cash flows after transfer and exposure before transfer is approximately 6%. An assessment of whether control over the securitised loan was retained or not was also carried out pursuant to par. 20c) of IAS 39, which revealed that no contractual or regulatory restriction or limitation exists in terms of the loan being fully available to the transferee by the Parent Company (transferor). The assessment of the Transaction as a whole and of its closely inter-related individual phases by the Parent Company's Board of Directors, corroborates that, from a substantial standpoint, the "true sale" of the Group's real estate is deemed met as at 31 December 2010. In any case, although all afore-mentioned conditions are met, it is noted that, having regard to the characteristics of the Transaction and as indicated by Consob in its note of 23 December 2010, the decision regarding the derecognition of properties transferred to the Consortium is motivated by the explicit will of the Parent Company's Board of Directors to ensure conditions are maintained and kept stable over time and the related capital gain is accounted for. The Parent Company's Directors carefully considered all circumstances and forward looking elements that may have an influence on the Transaction's conditions being maintained and kept stable, and reported in these Notes to the Financial statements the most relevant information necessary for a thorough assessment of the various transactions carried out with a view to completing the Transaction. The Consortium's Articles of Association provided for the possibility to issue participating shares pursuant to art. 2346 of the Italian civil code, which were issued on 22 December 2010 against consideration. These instruments were entirely subscribed for by institutional investors for a total amount of EUR 69.9 mln. These participating shares entitle holders certain rights, including the right to participate in the net profits arising from disposal of PGPI properties . The real estate risk associated with the deal for value creation from rproperties transferred to the Consortium is limited to the holders of participating shares alone. 42 152 Consolidated Notes to Financial Statements – Part A – Accounting Policies Based on the above-described assessments, the Parent Company's Directors maintain that conditions are in place for the Transaction to be considered as a "true sale" of the Group's real estate transferred to the Consortium, thus making it possible to proceed with Consortium's 'deconsolidation' and recognise the capital gain arising from the Transaction (EUR 405.5 mln) also in the Group's 2010 consolidated financial statements (item 240 ―Gains (losses) on equity investments‖ of the profit and loss account). Securitisations Securitised loans completed prior to the first-time adoption (FTA) of international accounting standards are not reported in the financial statements inasmuch as the Group has made use of the optional exemption provided for by IFRS 1, which permits not re-posting financial assets/liabilities sold or derecognised prior to 1 January 2004. The relative junior securities underwritten have been classified among receivables. For transactions completed later than this date, where receivables were sold to vehicle companies and in which even with formal transfer of legal ownership of the receivables - control is maintained over the cashflows deriving therefrom and over most risks and rewards, the loans that are the object of the transaction are not eliminated. Therefore, the receivables sold are maintained in the financial statements as a payable with the vehicle company net of the securities issued by the company itself and repurchased by the seller. The profit and loss statement also reflects the same accounting criteria. Substitute tax and recognition of tax value of goodwill Goodwill is an asset that, if posted in the financial statements as a result of merger, transfer or spin-off transactions, is not recognised for tax purposes. Given the residual nature of goodwill, IFRS 3 ―Business Combinations‖ expressly forbids the posting of deferred tax liabilities against the difference between the book value and the tax value of goodwill upon initial recognition. This said, Legislative Decree 185/2008 provides for recognising goodwill for tax purposes by paying a substitute tax at a rate of 16%. Payment of the substitute tax reconciles the tax value to the book value and allows for tax amortisation of goodwill over nine years. International accounting standards do not explicitly cover this issue. Therefore, as indicated in Section 1 ―Statement of compliance with the international accounting standards‖, senior management had to define an accounting policy in accordance with the criteria established and essentially aimed at ensuring substantial representation of the effects of the transaction. Upon conclusion of this process, the Parent Company recorded the substitute tax (cost) and the tax deduction (revenue) as a one-off payment in the profit and loss statement for 2008. The balance-sheet revenue contra-entry is an asset subsequently amortised through profit or loss, thereby eliminating any interference with the tax rate recorded in the financial statements. The accounting criteria adopted takes into account analysis from evaluations conducted by the banking industry body (ABI) and the Italian standard-setter (OIC). During 2009, the subsidiary Banca Antonveneta S.p.A. resolved to partially deduct the goodwill posted following the transfer of banking business by the Parent Company on 1 January 2009. This transaction, which was accounted for using the method described above, produced an overall net impact of EUR 109.1mln on the 2009 consolidated profit and loss account. In the course of 2010, Banca Antonveneta completed goodwill deduction, with an overall net impact of EUR 113.4mln on the 2010 consolidated profit and loss account. In the course of 2010, no tax deduction of goodwill was recognised by the Parent Company. However, the relief occurring in 2008 still had some effects in 2010 and will continue to reverberate on future financial periods. Accounting for hedge transactions – adoption of the fair value option In its financial risk management policy, relating to financial instruments included in the banking book, the Bank has preferred to used the fair value option accounting technique with respect to the alternative methods of hedging provided for by IAS 39, particularly fair value hedging and cash flow hedging. This decision is strictly linked to the actual methods with which the Group implements its own hedging policies, tending to do so by assets, managing the overall exposure to the market. More specifically, the fair value option was adopted to represent operational hedges realised by trading derivative financial instruments to hedge fixed-rate certificates of deposit and fixed-rate or structured bonds, both on an individual and consolidated basis (accounting mismatch). In fact, the operations of the Group provide for the issuing companies of the MPS Group to stipulate microhedging derivative contracts for issued funding instruments with subsidiary MPS Capital Services S.p.A., which in turn manages by assets the Group‘s overall exposure to the market. 153 Consolidated Notes to Financial Statements – Part A – Accounting Policies This approach does not enable a direct relationship to be maintained between the derivative stipulated between Group companies and that traded to the market. This management can be faithfully represented in the financial statements by adopting the fair value option introduced by the new international accounting standards, designating a group of financial assets or financial liabilities managed at fair value through profit or loss. The scope of application of the fair value option, for the most part, concerns three types of financial debt instruments: plain vanilla issues represented by bonds and fixed-rate certificates of deposit; structured issues represented by bonds whose payoff is tied to an equity component; structured issues represented by bonds whose payoff is determined by interest rate- or inflation-linked derivatives. The use of the fair value option, while best representing the hedge activities performed by the Group, has introduced certain elements of greater complexity compared with the other forms of hedging provided for by IAS 39, such as the need to manage the creditworthiness of the issuer and to define and specify methodologies for determining the fair value of the issued securities. In accordance with IAS 39, adopting the fair value option necessitates the liabilities being measured at fair value while also taking into account changes in own creditworthiness. This element is considered in the valuation process; to this end, the portfolio of financial instruments designated for the purpose of the fair value option has been determined using methods consistent with those adopted for all other financial instruments owned by the Group and measured at fair value, as described in detail in the following paragraph. From the perspective of prudential supervision, the fair value option was subject to attention from supervisory bodies, oriented towards controlling the potentially distorting effects deriving from posting to the profit and loss statement changes in the issuer‘s own creditworthiness and, consequently, in the quality of equity. These reflections led the Supervisory Authorities to identify and isolate the effects deriving from changes in own creditworthiness, which are expressly excluded from the calculation of regulatory capital. Consequently, the Group shall ensure that its own regulatory capital is cleansed of effects deriving from changes in own creditworthiness, in compliance with the instructions provided by the Bank of Italy regarding prudential filters. IAS 39 provides for financial instruments to be irrevocably posted among assets or liabilities measured at fair value upon initial recognition. The fair value option cannot therefore be used for hedges on funding instruments issued prior to the decision that the hedge be undertaken; hedge accounting must be used in these cases. There are, moreover, portfolios and asset classes for which using the fair value option would make it harder to manage and measure the items, for example in relation to the hedging of assets. With reference to these cases, therefore, the Group considered it more appropriate and consistent to adopt formal hedge accounting relations than use the fair value option. In particular the Grouphas used the technique of Micro Fair Value Hedging to hedge quotas of commercial assets valued at amortised cost (loans, mortgages) and the (available for sale) securities portfolio, while using Macro Fair Value Hedging for certain hedges of commercial assets and Cash Flow Hedging to hedge a limited portion of variable-rate funding instruments. The fair value option on the asset side of the balance sheet was therefore only marginally adopted with respect to the securities portfolio of the defined-contribution internal pension fund of the former Banca Toscana, which was merged by the Parent Bank in the first half of 2009. Within the framework of the Operating Guide no. 4 on accounting management of reserves and profit distribution pursuant to Legislative Decree no. 38 of 28 February 2005 issued by the Italian standard setter (OIC), the supervisory authorities (Banca d‘Italia/Consob/Isvap) also identify as non-distributable capital gains those that are posted to the profit and loss statement using the fair value option and not yet realised. Group companies have followed this rule to the letter, considering only capital gains and not capital losses, underlining that all the Group‘s liability operations are exclusively for the purposes of hedging. d) Using estimates and assumptions when preparing financial statements. Main causes of uncertainty (with particular reference to the provisions of IAS 1, paragraph 125, and document nos. 4 of 3 March 2010 and 2 of 6 February 2009, issued jointly by Banca d’Italia/Consob/Isvap). The financial crisis which has gradually set in to further compound the economic crisis has had many consequences for the company, notably on its financial planning (i.e. on the business plans for its loans). The huge volatility on the still-active financial markets, the reduction in transactions on inactive financial markets and the lack of future prospects created specific conditions that influenced the preparation of financial statements, especially in relation to estimates required by accounting standards that can have a significant impact on the balance sheet and profit and 154 Consolidated Notes to Financial Statements – Part A – Accounting Policies loss statement, as well as on disclosure of contingent assets and liabilities reported in the financial statements. The production of these estimates involves using available information and making subjective valuations. By their nature, the estimates and assumptions utilised may vary from one period to another and, therefore, it cannot be ruled out that in subsequent periods the present values entered in the accounts may differ, even to a significant extent, as a result of changes in subjective assessments made. These estimates and valuations are thus difficult and bring about inevitable elements of uncertainty, even in stable macroeconomic conditions. The main cases in which subjective valuations are mostly opted for by Management include: a) the use of valuation models to measure the fair value of financial instruments not listed in active markets; b) the quantification of impairment losses on loans and, more generally, other financial assets; c) the assessment of the fairness of the value of equity investments, goodwill, other intangible assets and property, plant and equipment. For a description of item a), please see section "―A.3.2 Fair Value Hierarchy‖; in relation to items b) and c), the most important qualitative issues subject to elements of discretion are described below. The actual technical and conceptual solutions used by the group are analysed in more detail in the individual sections of the notes to the balance sheet and the profit and loss statement, where the contents of each item in the financial statements are described. Methods for determining impairment losses on loans and, more generally, other financial assets At the end of every reporting period, the financial assets not classified as held-for-trading financial assets or assets at fair value are evaluated to check whether there is objective evidence of impairment that might render the book value of these assets not entirely recoverable. A financial asset has suffered a reduction in value and the impairment losses must be posted to the financial statements if, and only if, there is objective evidence of a reduction in future cash flows compared with those originally estimated as a result of one or more specific events that have occurred after initial recognition; the loss should be determined reliably and in relation with recent events. The reduction in value may also be caused not by a single separate event but by the combined effect of several events. The objective evidence that a financial asset or group of financial assets has suffered a reduction in value includes measurable data that arise from the following events: (a) significant financial difficulty of the issuer or debtor; (b) breach of contract, for example non-fulfilment or failure to pay interest or principal; (c) granting to the beneficiary of a facility that the Group has taken into consideration primarily for economic or legal reasons related to the former‘s financial difficulties and that would not have been granted otherwise; (d) a reasonable probability that the beneficiary will declare bankruptcy or other financial restructuring procedures; (e) disappearance of an active market for that financial asset due to financial difficulties. Nevertheless, the disappearance of an active market due to the fact that the financial instruments of the company are no longer publicly traded is not evidence of a reduction in value; (f) measurable data which indicate the existence of a significant drop in the estimated future cash flows for a group of financial assets from the time of their initial recognition, even though the reduction cannot yet be matched to the individual financial assets of the Group, including: - unfavourable changes in the status of payments of the beneficiaries within the group; or - local or national economic conditions that are associated with non-fulfilment related to internal Group assets Objective evidence of reduction in value for an investment in an equity instrument includes information regarding important changes with an adverse effect that have occurred in the technological, market, economic or legal environment in which the issuer operates and indicates that the cost of the investment may not be recovered. The impairment test is performed on an analytical basis with respect to financial assets that show objective evidence of impairment and on a collective basis with respect to financial assets for which such objective evidence does not 155 Consolidated Notes to Financial Statements – Part A – Accounting Policies exist or for which the individual analytical valuation did not give rise to a valuation adjustment. Collective valuation is based on identifying homogenous risk classes of financial assets with reference to the characteristics of the debtor/issuer, economic sector, geographic area, presence of any guarantees and other relevant factors. Loans and advances to customers and banks are individually analyzed whenever they are classified as nonperforming, watchlist or restructured receivables as per the Bank of Italy definitions. The amount of the loss is equal to the difference between the book value of the receivable upon valuation (amortised cost) and the current value of expected future cash flows, calculated using the original effective interest rate; expected cash flows take into account expected recovery times, presumable salvage value of any guarantees as well as costs likely to be incurred for the recovery of credit exposure. The amount of the loss is indicated in the profit and loss statement under Item 130 a) ―Net impairment losses/reversals on loans‖. The individual valuation of the aforementioned impaired loans requires defining repayment schedules for each position, in order to determine the cash flows deemed to be recoverable. In this respect, with the valuation process adopted by the Company, thresholds have been identified in terms of amounts of receivables, under which plans for recovering the exposures are defined on an automated basis. Such thresholds are set in accordance with bands characterised by limited exposure in relation to the total and by a large number of positions. Receivables with no individually identified objective evidence of impairment loss are subject to collective valuation. This valuation occurs by credit-risk homogenous categories of receivables, indicative of the debtor's ability to repay sums contractually owed. The segmentation drivers used for this purpose consist of: Economic sector, geographic location and customer segments (billing); on the basis of the latter indicator, the main segments of the portfolio are differentiated as follows: Retail; Small and Medium Enterprises - Retail; Small and Medium Enterprises - Corporate Corporate; Large Corporate; Banks; Other. The rate of loss is determined for each portfolio segment by identifying the largest possible synergies (as allowed by various regulations) using the supervisory approach of the Basel II ―New capital accord‖. In particular, the impairment for the year of each loan belonging to a particular category is given by the difference between the book value and the recoverable amount on the date of valuation, with the latter being determined by using the parameters of the calculation method provided for by the new supervisory provisions, represented by PD (probability of default) and LGD (loss given default). If, in a subsequent year, the impairment loss decreases and the reduction can be objectively linked to an event that occurred after the impairment was recognised (such as an improvement in the financial solvency of the debtor), the previously recognised impairment loss will be reversed. The amount of the reversal is indicated in the profit and loss statement under Item 130 ―Net impairment losses/reversals‖. With reference to loans which have been restructured by partial or full conversion into equity stakes of beneficiary companies, in accordance with joint document no. 4 issued by Banca d‘Italia/Consob/Isvap on 3 March 2010, it is noted that the fair value of quotas received was factored into the valuation. In particular, in the case of impaired exposure, such classification was maintained for converted financial instruments received and, in the case of classification in the available-for-sale (AFS) category, capital losses recognised after conversion were posted directly to the profit and loss statement. Impairment of available-for-sale financial assets is posted to the profit and loss statement when a reduction in fair value has been directly recognised in shareholders‘ equity and the aforementioned objective evidence exists In such cases, the cumulative loss recognised directly in shareholders‘ equity shall be reversed and posted to profit and loss , even if the financial asset has not been derecognised. The overall loss transferred from shareholders‘ equity to profit and loss is the difference between the acquisition cost (net of any repayment of principal and amortisation) and the current fair value, less any impairment loss on the financial asset previously posted to profit and loss. Impaired losses posted to profit and loss for investment in an available-for-sale equity instrument do not have to be reversed with an impact on said statement. 156 Consolidated Notes to Financial Statements – Part A – Accounting Policies If the fair value of an available-for-sale debt instrument subsequently increases, and the increase can be objectively linked to an event that took place after the impairment loss was posted to the profit and loss statement, the impairment loss must be derecognised and reversed to profit and loss. However, the existence of a negative reserve is not in itself sufficient to determine a write-down in the profit and loss statement. The nature and number of assumptions used to identify impairment factors and determine losses and reversals are elements of uncertainty in estimation. For equity instruments listed in active markets, objective evidence of impairment occurs when the market price at the end of the reporting period is at least 30% lower than the original acquisition cost or when market value is lower than the cost for a period of more than 12 months. If further reductions take place in subsequent financial years, these are charged directly to the profit and loss statement. Methods for determining impairment losses on equity investments, goodwill and, more generally, other intangible assets Equity investments The impairment process entails computation of the recoverable amount, which is the greater of the fair value less costs to sell, and the value in use. The value in use is the present value of the cash flows arising from the impaired asset; it reflects the estimate of the cash flows expected from the asset, the estimate of possible changes in the amount and/or in the timing of the cash flows, the financial value over time, the price for remunerating the risk on the asset and other factors that can influence the pricing, on the part of market dealers, of the cash flows expected from the asset. Numerous assumptions are therefore required to estimate the fairness of the recognition value of equity investments. Goodwill Goodwill posted following acquisitions is subjected to an impairment test at least once a year and whenever there are signs of impairment. For testing purposes, once goodwill has been allocated to cash-generating units (CGUs), the book value is compared with the recoverable value of said units pursuant to paragraph 9 ―Intangible assets‖. The discounted cash flow (DCF) method is normally used to determine the recoverable value of the CGUs. To this end, senior management has estimated CGU cash flows; these are dependent on several factors, including cost and revenue growth rates, which in turn depend on changes in the real economy, customer behaviour, competition and other factors. Numerous assumptions are therefore required to estimate the fairness of the recognition value of goodwill; it follows that the result of this verification inevitably entails some degree of uncertainty. Disclosure in Section 12 of the ―Assets‖ in the notes to the financial statements provides more details on this subject. Other property, plant and equipment and intangible assets The tangible and intangible assets with limited useful life are tested for impairment in the presence of any indication that the book value of the asset may not be recovered. The recoverable value is computed with reference to (i) the fair value of the fixed or intangible asset, net of the charges for disposal or (ii) the value in use if determinable and if it is above fair value. The fair value of immovables is predominantly determined on the basis of an appraisal. This expert valuation will be repeated periodically whenever a change in the trend of the real estate market is ascertained that causes previously determined estimates to appear invalid. The loss in value is reported only if the fair value less costs to sell, or the value-in-use, is less than the book value. For other property, plant and equipment and intangible fixed assets (other than goodwill), it is assumed that the book value normally corresponds to the value-in-use, inasmuch as it is determined by an amortisation process estimated on the basis of the actual contribution of the asset to the production process, and inasmuch as the determination of fair value is extremely arbitrary. The two values will diverge, giving rise to impairment, in the event of damage, removal from the production process or other similar non-recurring circumstances. The nature and number of assumptions are elements of uncertainty also for these values and for subsequent verifications. More information on the possible assumptions can be found in Sections 12 and 13 of the ―Assets‖ in the notes to the financial statements. 157 Consolidated Notes to Financial Statements – Part A – Accounting Policies A.3 Information on fair value A.3.1 Portfolio transfers A.3.1.1 Reclassified financial assets: book value, fair value and effect on comprehensive income (in tho usands o f EUR) Type of financial instrument (1) Portfolio prior Portfolio after to transfer transfer (2) (3) Book value at 31 12 2010 Fair value at 31 12 2010 (5) (4) Income components Income components in the absence of reported for the period transfers (before tax) (before tax) Valuerelevance Other (7) (6) Debt Securities Trading Debt Securities Trading Debt Securities Available for sale Debt Securities Loan and advances to customers Loan and advances to banks Valuerelevance (8) Other (9) 609.473 518.760 (10.299) 22.331 433 29.729 167.705 163.286 6.724 4.386 83 4.709 Crediti verso clientela 1.541.644 1.374.633 (86.577) 50.446 409 59.330 Available for sale Loan and advances to banks 544.421 539.860 1.298 2.272 719 9.385 Debt Securities Trading Available for sale 5.711 5.711 UCITS Trading Available for sale 387.272 387.272 3.256.226 2.989.522 Total (137) 50 22.507 (66.484) (141) 360 22.507 79.845 24.010 74 (8.331) 94.896 In the course of 2008, the Group applied the amendment ―Reclassification of financial assets‖, which was issued by the IASB to amend IAS 39 and IFRS 7 in October 2008 introducing the possibility of reclassifying portfolios in unusual circumstances such as the crisis that emerged in the markets in the second half of 2008. On the basis of this amendment, some Group companies transferred the following securities portfolios in the second half of 2008, shown below at their historical transfer values: 1) debt securities in the amount of € 810.9 mln from the AFS portfolio to loans and advances to banks; 2) debt securities in the amount of € 1,611.1 mln from the AFS portfolio to loans and advances to customers; 3) debt securities in the amount of € 180.9 mln from the trading portfolio to loans and advances to banks; 4) debt securities in the amount of € 826.8 mln from the trading portfolio to loans and advances to customers; 5) units of UCITS in the amount of € 481.4 mln from the trading portfolio to the AFS portfolio. In addition to illustrating the book values and fair values of financial instruments reclassified in 2008 as at 31.12.2010, the table also reports (columns 6 and 7) financial results in terms of ―value relevance‖ and ―other‖ (realised profit/loss and interest), which the same financial instruments would have produced for the Group in 2010 had they not been transferred in 2008. Columns 8 and 9, on the other hand, contain the financial results in terms of ―value relevance‖ and "other" (realised profit/loss and interest) which the Group actually posted for these instruments in the course of 2010. The hypothetical net capital losses (column 6) of € 66.5 mln are higher than those actually recorded for 2010 (€ 24 mln in capital gains, see column 8) by an overall amount of € 90.5 mln. This potential negative outcome in 2010 arises from the fact that, if reclassification had not taken place in 2008, fair value measurement of these securities at the end of 2010 would have brought about capital losses vs. the capital gains actually recognised as a result of the reclassification. The negative impact would have been posted to equity for an amount of € 86.4 mln (in reserves of AFS financial instruments) and to profit and loss for an amount of € 4.1 mln as lower trading income. By way of completeness, on the back of the reclassification in 2008 of bonds originally classified as AFS financial instruments, the relative negative reserve, for an amount of € 228.4 mln, existing on the date of reclassification, was accounted for pursuant to the provisions set out in par. 50F of IAS 39. In particular, the negative AFS reserve was gradually phased out over a timeframe reflecting the residual life of the underlying securities, measured as a direct reduction of interest income. This negative impact on net interest income was offset by the positive effect of the amortised cost mechanism on securities, which gradually brings the maturity value in line with the nominal value. The residual reserve at the end of 2010 was € 104.1 mln. 158 Consolidated Notes to Financial Statements – Part A – Accounting Policies A.3.1.2 Reclassified financial assets: effects on comprehensive income prior to transfer A.3.1.3 Transfer of held-for-trading financial assets A.3.1.4 Effective interest rate and expected cash flows from reclassified financial assets Tables A.3.1.2, A.3.1.3 and A.3.1.4 were left blank because no financial assets were reclassified during the year. A.3.2 Fair Value Hierarchy The fair value hierarchy, introduced by the IASB through IFRS 7 amendment ―Additional disclosures‖ of March 2009, must be applied to all financial instruments measured at fair value in the balance sheet. IAS 39 defines fair value as the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm‘s length transaction. The fair value of financial instruments listed in active markets is determined by using quoted market prices; quoted market prices for similar instruments or internal valuation models are used for other financial instruments. Financial instruments are classified in three different levels according to the reliability of the inputs used during measurement. The methods for classifying financial instruments in the three-level fair value hierarchy are shown below. Level 1 This level shall include financial instruments measured using unadjusted quoted prices in active markets for identical instruments. IAS 39 defines a financial instrument as quoted in an active market when: a) the quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, authorised body or regulatory agency; b) the quoted prices represent actual and regularly occurring market transactions on an arm‘s length basis. If the quoted prices meet these criteria, they represent the best estimation of fair value and must be used to measure the financial instrument. From the definition set out in IAS 39 it is inferred that the active market concept is particular to the individual financial instrument being measured and not to the market on which it is listed; the fact that a financial instrument is quoted in a regulated market is therefore not in itself sufficient for said instrument to be defined as listed in an active market. Level 2 and 3 Financial instruments not listed in an active market must be classified in level 2 or 3. Classification in level 2 rather than level 3 is determined on the basis of market observability of the significant inputs used to determine fair value. A financial instrument must be fully classified in a single level; if inputs belonging to different levels are used for the purpose of measuring an instrument, said instrument is classified based on the lowest level of input that is significant to the fair value measurement. An instrument is classified in level 2 if all significant inputs are directly or indirectly observable on the market. An input is observable if it reflects the same assumptions used by market participants, based on independent market data. Level 2 inputs are as follows: quoted prices on active markets for similar assets or liabilities; quoted prices for the instrument in question or for similar instruments on non-active markets, i.e. markets where: - there are few transactions; - the prices are not current or they vary substantially over time and between the difference market makers or - little information is made public; 159 Consolidated Notes to Financial Statements – Part A – Accounting Policies observable market inputs (e.g.:interest rates or yield curves observable in different buckets, volatility, credit curves, etc.); inputs that derive primarily from observable market data, the reporting of which is confirmed by parameters such as correlation. A financial instrument is classified in level 3 if the measurement techniques adopted use non-observable market inputs and their contribution to estimating fair value is deemed significant. All financial instruments not listed in active markets are classified in level 3 where: despite having observable data available, significant adjustments based on non-observable data are required; The estimate is based on assumptions internal to the Parent Bank on future cash flows and risk adjustment of the discount curve. A.3.2.1 Accounting portfolios: breakdown by fair value levels (in tho usands o f EUR) 31 12 2010 Level1 1. Financial assets held for trading 2. Financial assets designated at fair value 3. Financial assets available for sale 4. Hedging derivatives Total 1. Financial liabilities held for trading 2. Financial liabilities designated at fair value 3. Hedging derivatives Total Level 2 31 12 2009 Level 3 Total Level1 Level 2 Level 3 Total 8.141.387 25.459.314 323.499 33.924.200 6.464.507 16.732.052 309.964 23.506.523 235.194 11.949 - 247.143 249.687 10.731 - 260.418 19.312.242 2.240.741 248.532 21.801.515 12.171.326 2.516.217 221.647 14.909.190 - 313.412 - 313.412 - 198.703 - 198.703 2 7 .6 8 8 .8 2 3 2 8 .0 2 5 .4 16 5 7 2 .0 3 1 5 6 .2 8 6 .2 7 0 18 .8 8 5 .5 2 0 19 .4 5 7 .7 0 3 5 3 1.6 11 3 8 .8 7 4 .8 3 4 821.380 29.464.268 97.852 30.383.500 1.631.801 17.757.665 91.872 19.481.338 - 25.469.490 - 25.469.490 - 21.699.056 - 21.699.056 - 1.736.530 - 1.736.530 - 931.554 - 931.554 8 2 1.3 8 0 5 6 .6 7 0 .2 8 8 9 7 .8 5 2 5 7 .5 8 9 .5 2 0 1.6 3 1.8 0 1 4 0 .3 8 8 .2 7 5 9 1.8 7 2 4 2 .111.9 4 8 The financial instruments measured at fair value and classified in level 3 of the hierarchy consist of instruments not listed in active markets, valued using the mark-to-model approach, for which input data include, inter alia, non-observable market data significant for measurement purposes or observable market data that requires significant adjustment based on non-observable data, or that requires internal assumptions and estimations of future cash flows. In addition, the Group deemed it right and prudential to have Level 3 include -regardless of the observability of market data for necessary inputs- any instruments not listed in active markets which are complex by their financial structure or because of the unavailability of a clear measurement method recognised as standard in the market and adjustable based on observable prices of comparable structures. This applies, for example, to assets in the structured credit category not listed in an active market. Although, in some cases, this category could avail itself of appropriate measurement models that make use of observable market inputs (e.g. credit default swap curves) or quotations by primary counterparties, the lack of a liquid market on correlations in the wake of the financial crisis made it necessary to use subjective estimates. Given the complexity of these structures, the Group decided to classify these instruments in level 3, in the absence of an active market, regardless of the observability of input parameters significant for their mark-to-model measurement. Another category of financial instruments classified in level 3 comprises some types of exotic options, mainly multi-asset, path-dependent options on equity instruments. Subjectivity in measuring these instruments lies mainly in selecting an appropriate pricing model rather than in the availability of input parameters often inductively inferable from the quotations of comparable instruments. For example, these instruments depend significantly on estimates regarding the future development of certain market parameters, such as the volatility surface of underlying securities. Essentially, in consideration of the type of payoff, it is believed that the estimation of the fair value of these instruments should not only factor in current market conditions (often observable) but also speculations on future market developments that are implicit in the model used. Additional information on level 3 financial instruments can be found in the comments under the tables for the individual balance sheet items concerned. 160 Consolidated Notes to Financial Statements – Part A – Accounting Policies A.3.2.2 Annual changes of financial assets measured at fair value (level 3) 3112 2010 FINANCIAL ASSETS 1. Opening balance held for designated at available Hedging trading fair value for sale derivatives 309.964 - 221.647 - 88.843 - 48.009 - 2.1 Purchases 56.298 - 37.500 - 2.2 Profits posted to: 21.275 - 9.041 - 2.2.1 Profit and Loss 21.275 - 258 - 14.510 - - - 8.783 - 2. Increases - of which capital gains 2.2.2 Net equity X X 2.3 Transfers from other levels - - - - 11.270 - 1.468 - 75.308 - 20.846 - 663 - - - 3.2 Redemptions 53.858 - 472 - 3.3 Losses posted to: 20.787 - 18.839 - 3.3.1 Profit and Loss 20.787 - 665 - 2.4. Other increases 3. Decreases 3.1 Sales - of which capital losses 3.3.2 Net equity 16.964 X X - - 18.174 - 3.4 Transfers from other levels - - 1.535 - 3.5. Other decreases - - - - - - 323.499 - IFRS 5 "Discontinuing operations" 4. Closing balance 161 (278) 248.532 - Consolidated Notes to Financial Statements – Part A – Accounting Policies A.3.2.3 Annual changes of financial liabilities measured at fair value (level 3) 3112 2010 FINANCIAL ASSETS held for designated at trading fair value available for sale 1. Opening balance 91.872 - - 2. Increases 57.418 - - - - - 2.2 Losses posted to: 23.568 - - 2.2.1 Profit and Loss 23.568 - - 17.824 - - 2.1 Issues - of which capital gains 2.2.2 Net equity X 2.3 Transfers from other levels X - - - - 33.850 - - 51.438 - - 3.1 Redemptions 4.400 - - 3.2 Repurchases - - - 3.3 Profits posted to: 47.038 - - 3.3.1 Profit and Loss 47.038 - - 14.681 - - 2.4. Other increases 3. Decreases - of which capital losses 3.3.2 Net equity X X - 3.4 Transfers from other levels - - - 3.5. Other decreases - - - 97.852 - - 4. Closing balance A.3.3 Information on "day one profit/loss" The Group did not generate day one profit/loss from financial instruments pursuant to paragraph 28 of IFRS 7 and other related IAS/IFRS paragraphs. 162 Nota integrativa consolidata Parte B – Informazioni sullo stato patrimoniale consolidato Part B – Consolidated Balance Sheet Assets Section 1 – Cash and cash equivalents – Item 10 ............................................................................................................. 164 Section 2 – Held-for-trading financial assets – Item 20..................................................................................................... 165 Section 3 – Financial assets designated at fair value through profit and loss – Item 30 ....................................................... 169 Section 4 - Available-for-sale financial assets – Item 40.................................................................................................... 172 Section 5 – Held-to-maturity financial assets – Item 50 .................................................................................................... 178 Section 6 – Loans and advances to banks – Item 60......................................................................................................... 180 Section 7 – Loans and advances to customers – Item 70 .................................................................................................. 182 Section 8 – Hedging derivatives – Item 80 ...................................................................................................................... 185 Section 9 – Change in value of macro-hedged financial assets – Item 90 ........................................................................... 188 Section 10 – Equity investments – Item 100.................................................................................................................... 189 Section 11 – Reinsurers‘ technical reserves – Item 110..................................................................................................... 194 Section 12 – Property, plant and equipment - Account 120 ............................................................................................. 195 Section 13 – Intangible assets – Item 130 ....................................................................................................................... 200 Section 14 – Tax Assets and Liabilities – Item 140 (Assets) and Item 80 (Liabilities) ........................................................... 208 Section 15 – Non-current assets and disposal groups held for sale and associated liabilities – Item 150 (assets) and 90 (liabilities) .................................................................................................................................................................... 214 Liabilities Section 1 – Deposits from banks – Item 10 ..................................................................................................................... 217 Section 2 – Customer accounts– Item 20......................................................................................................................... 218 Section 3 – Debt securities in issue – Item 30 .................................................................................................................. 220 Section 4 – Held-for- trading financial liabilities – Item 40 .............................................................................................. 223 Section 5 – Financial liabilities designated at fair value through profit and loss – Item 50................................................... 226 Section 6 – Hedging derivatives – Item 60 ...................................................................................................................... 229 Section 7 – Changes in value of macro-hedged financial liabilities – Item 70 ..................................................................... 231 Section 8 – Tax liabilities – Item 80 ................................................................................................................................ 231 Section 9 – Liabilities associated with individual assets held for sale – Item 90 .................................................................. 231 Section 10 – Other liabilities – Item 100 ......................................................................................................................... 232 Section 11 – Provision for employee severance pay – Item 110........................................................................................ 232 Section 12 – Provisions for risks and charges – Item 120 .................................................................................................. 233 Section 13 – Insurance reserves – Item 130..................................................................................................................... 240 Section 14 – Redeemable shares – Item 150 ................................................................................................................... 240 Section 15 – Group shareholders‘ equity – Items 140, 160, 170, 180, 190, 200 and 220 .................................................. 241 Section 16 – Minority interests - Item 210 ...................................................................................................................... 244 Other information ......................................................................................................................................................... 245 163 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 1 – Cash and cash equivalents – Item 10 1.1 Cash and cash equivalents: breakdown (in tho usands o f EUR) Total 31 12 2010 a) Cash b) Demand deposits with central banks Total Total 31 12 2009 774.763 764.175 1.636.268 531.412 2.411.031 1.295.587 The line ―demand deposits with central banks‖ does not include the compulsory reserve, which is shown in asset Item 60 ―Loans and advances to banks‖. The increase in "demand deposits with central banks" is due to a temporary use of liquidity in the form of deposits with central banks by the Parent Company. 164 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 2 – Held-for-trading financial assets – Item 20 2.1 Held-for-trading financial assets: breakdown (in thousands of EUR) Total 31 12 2010 Items/Amounts Level 1 Level 2 Total 31 12 2009 Level 3 Total Level 1 Level 2 Level 3 Total A. Balance sheet assets 1. Debt securities 1.1 Structured securities 1.2 Other debt securities 2. Equity instruments 3. Units in UCITS 4. Loans 4.1 Reverse repurchase agreements 4.2 Other Total (A) 7.656.436 826.871 313.181 8.796.488 5.690.215 1.299.463 286.802 7.276.480 50.916 114.064 124.151 289.131 5.127 193.655 246.978 445.760 7.605.520 712.807 189.030 8.507.357 5.685.088 1.105.808 39.824 6.830.720 104 255.989 198.846 4.573 110 203.529 85.985 38.228 - 124.213 255.885 - 90.516 327.254 - 417.770 - 12.823.231 - 12.823.231 - 6.281.189 - 6.281.189 - 8.896.057 - 8.896.057 - 3.358.518 - 3.358.518 - 3.927.174 - 3.927.174 - 2.922.671 - 2.922.671 8 .0 0 2 .8 3 7 13 .9 7 7 .3 5 6 3 13 .2 8 5 2 2 .2 9 3 .4 7 8 5 .9 7 5 .0 4 6 7 .6 2 3 .4 5 3 2 8 6 .9 12 13 .8 8 5 .4 11 1. Financial derivatives: 138.550 10.396.409 10.194 10.545.153 489.461 8.712.711 22.879 9.225.051 1.1 held for trading 138.550 10.347.864 10.194 10.496.608 489.461 8.633.293 22.879 9.145.633 1.2 fair value option - 48.545 - 48.545 - 79.418 - 79.418 1.3 other - - - - - - - - B. Derivatives 2. Credit derivatives: - 1.085.549 20 1.085.569 - 395.888 173 396.061 2.1 held for trading - 1.085.549 20 1.085.569 - 395.888 173 396.061 2.2 fair value option - - - - - - - - 2.3 other - - - - - - - - Total (B) Total (A+B) 13 8 .5 5 0 11.4 8 1.9 5 8 8 .14 1.3 8 7 2 5 .4 5 9 .3 14 10 .2 14 11.6 3 0 .7 2 2 4 8 9 .4 6 1 9 .10 8 .5 9 9 3 2 3 .4 9 9 3 3 .9 2 4 .2 0 0 6 .4 6 4 .5 0 7 16 .7 3 2 .0 5 2 2 3 .0 5 2 9 .6 2 1.112 3 0 9 .9 6 4 2 3 .5 0 6 .5 2 3 Item 20 ―Held-for-trading financial assets‖ includes: a) on-balance-sheet assets acquired mainly for short-term gains; b) financial assets deriving from derivative contracts other than those formally designated as hedging instruments. The criteria adopted for the classification of financial instruments in the three levels of the ―fair value hierarchy‖ are indicated in Section A.3, ―Information on fair value‖ of Part A, ―Accounting policies‖ of the notes to the financial statements. As a result of the provisions set out in IAS 39 with regard to the derecognition of financial assets, lines 1.1 and 1.2 also include debt securities committed in repurchase agreements carried out for securities recognized as held-for-trading financial assets.. As for "on-balance-sheet assets" an overall increase by EUR 8,408 mln (60.6%) was registered with respect to 2009: debt securities were up by EUR 1,520 mln, equity securities by EUR 52.5 mln , UCITS by EUR 293.6 mln and loans by EUR 6,542 mln. The increase, primarily attributable to debt securities and loans, is related to deposits from banks and customers in liabilities table 4.1 ―Held-for-trading financial liabilities‖ and refers to a rise in repo transactions carried out by subsidiary MPS Capital Services – Banca per le Imprese S.p.A. "Debt securities" include level 3 securities in the amount of € 313 mln, mainly comprising structured credit products (see table 2.1.a for further details). Derivatives connected with fair value option instruments are also included in the trading portfolio: these cover the risks of funding designated at fair value arising from possible interest rate fluctuations and from any embedded options in the structured securities issued. The fair value of such derivatives is shown in line "B.1.2 - Fair value option‖ if carried out directly with external counterparties, while it is shown as a share of trading derivatives (line 1.1) where hedging of the FVO initially carried out with subsidiary MPS Capital Services made risk externalisation necessary. For FVO derivatives arranged by Group companies with the subsidiary MPS Capital Services, it is worth noting that the relevant internal units responsible for risk management perform appropriate tests at consolidated level in order to periodically test the strength of the hedge applied from the perspective of a 'natural hedge'. Overall, and taking into account the contracts signed with MPS Capital Services, the total amount of FVO derivatives established within the Group is € 1,010.6 mln. 165 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 2.1.a Breakdown of debt securities: structured securities (in tho usands o f EUR) Structured debt securities Total Total 31 12 2010 31 12 2009 Index Linked 5.698 30.347 - 6.791 96.407 242.600 103.365 75.536 2.901 2.201 Target redemption note - 754 Cap Floater 1 - 24 22 Commodity 20.774 12.098 Fund Linked 27.759 35.022 395 2.141 Convertible Credit linked notes Equity Linked Step - up, Step down Reverse Floater Inflat Other 31.807 38.248 Total 289.131 445.760 2.1.b Derivative receivables - Fair Value Option method (in tho usands o f EUR) 31 12 2010 Financial asset Items/Amounts Other types of Natural hedges accounting mismatches portfolios managed internally on the basis of fair value Financial derivatives Credit derivatives Total 48.545 x - - x - 48.545 x - This is a breakdown of previous table 2.1 and shows the book value (fair value) of hedging derivatives of the fair value option instruments, by method of use, between Group companies and external counterparties. Both at the end of 2010 and the end of 2009, all fair value option derivatives posted to the trading portfolio were attributable to the natural and systematic hedging of fixed-rate and structured bonds issued by the Group. (in tho usands o f EUR) 31 12 2009 Items/Amounts Other types of Natural hedges accounting mismatches Financial derivatives Credit derivatives Total 166 Financial asset portfolios managed internally on 79.418 x the basis of fair- - x - 79.418 x - Notes to the consolidated financial statements - Part B – Consolidated balance sheet 2.2 Held-for-trading financial assets: breakdown by borrower/issuer (in tho usands o f EUR) Items/Amounts Total Total 31 12 2010 31 12 2009 A. Balance sheet assets 1. Debt securities 8.796.488 7.276.480 a) Governments and Central banks 6.297.917 4.275.657 34.754 49.694 c) Banks 1.457.930 1.985.155 d) Other issuers 1.005.887 965.974 255.989 203.529 9.122 8.724 246.867 194.805 360 17.263 18.764 8.819 227.743 168.723 - - 417.770 124.213 12.823.231 6.281.189 a) Governments and Central banks - - b) Other public entities - - 5.501.559 1.117.518 b) Other public entities 2. Equity instruments a) Banks b) Other issuers: - insurance companies - financial companies - non-financial companies - other 3. Units in UCITS 4. Loans c) Banks d) Other entities 7.321.672 5.163.671 22.293.478 13.885.411 9.608.088 7.602.158 - - 2.022.634 2.018.954 - - Total (B) 11.630.722 9.621.112 Total (A+B) 33.924.200 23.506.523 Total (A) B. Derivatives a) Banks - fair value b) Customers - fair value The breakdown by borrower/issuer was carried out in accordance with criteria of classification by economic activity group and sector laid down by the Bank of Italy. As far as on-balance-sheet assets are concerned, increases were registered in: debt securities issued by Central Banks and Governments (mainly Italian government bonds) up by EUR 2,022.3 mln; UCITS up by EUR 293.6 mln and loans up by 6,542 mln, as against a decrease by EUR 527.2 mln in debt securities issued by banks. With regard to derivative instruments, derivatives with banks were up by EUR 2,005.9 mln. 167 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 2.2.a Units in UCITS: Breakdown by main categories (in tho usands o f EUR) Categories/Amounts Total Total 31 12 2010 31 12 2009 Equity 29.183 10.580 Bonds 36.134 13.102 262.137 45.852 Flexible 77.925 38.228 Other 12.391 16.451 Balanced Total 417.770 124.213 The table adds details to line "A.3. Units in UCITS" of table 2.2. An overall increase by 293.6 mln is noted, which was primarily contributed to by balanced funds, flexible funds and bond funds. 2.3 HFT on-balance-sheet financial assets: annual changes 3112 2010 (in tho usands o f EUR) Changes/Underlying assets Debt securities Equity Units in UCITS instruments Loans Total A. Opening balance 7.276.480 203.529 124.213 6.281.189 13.885.411 B. Increases 109.982.730 10.062.479 458.155 269.881.403 390.384.767 B1. Purchases 108.866.457 9.957.139 437.513 269.831.661 389.092.770 - - - - - - - - - - 54.204 13.788 13.778 3.046 84.816 of which Business combinations B2. Positive changes in fair value B3. Other increases C. Decreases C1. Sales C2. Redemptions C3. Negative changes in fair value C4. Transfers to other portfolios C5. Other increases IFRS 5 "discontinuing operations" D. Closing balance 1.062.069 91.552 6.864 46.696 1.207.181 108.462.722 10.010.019 164.598 263.339.361 381.976.700 101.036.788 9.267.778 155.719 263.085.677 373.545.962 6.157.004 - 530 210.431 6.367.965 84.545 10.177 3.178 - 97.900 - - - - - 1.184.385 732.064 5.171 43.253 1.964.873 - - - - - 8.796.488 255.989 417.770 12.823.231 22.293.478 Increases and decreases are reflective of an increase in financial assets referable to "loans" and "units of UCITS" as commented in the notes to table 2.1. above. Lines B3 and C5 include profit and loss from trading, accruals on issue discounts and on coupon interest, effects of exchange-rate fluctuations and any initial (C5) and final (B3) uncovered short positions. 168 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 3 – Financial assets designated at fair value through profit and loss – Item 30 3.1 Financial assets designated at fair value through profit and loss: breakdown by type (in tho usands o f EUR) Items/Amounts 1. Debt securities 31 12 2010 Level 1 Level 2 31 12 2009 Level 3 Total Level 1 Level 2 Level 3 Total 27.551 11.949 - 39.500 28.832 10.731 - 39.563 1.1 Structured securities - - - - - - - - 1.2 Other debt securities 27.551 11.949 - 39.500 28.832 10.731 - 39.563 - - - - - - - - 2. Equity instruments of which valued at cost - - - - - - - - 207.643 - - 207.643 220.855 - - 220.855 - - - - - - - - 4.1 structured - - - - - - - - 4.2 Other - - - - - - - - Total 235.194 11.949 - 247.143 249.687 10.731 - 260.418 Cost 234.855 11.675 - 246.530 249.344 10.457 - 259.801 3. Units in UCITS 4. Loans The item exclusively includes securities and units in UCITS underlying the internal pension funds of former subsidiaries Gruppo Banca Toscana S.p.a. and Banca Antonveneta S.p.a.. 169 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 3.2 Financial assets designated at fair value through profit and loss: breakdown by borrower/issuer (in tho usands o f EUR) Items/Amounts 1. Debt securities Total Total 31 12 2010 31 12 2009 39.500 39.563 27.551 28.832 - - 11.949 10.731 d) Other issuers - - 2. Equity instruments - - a) Banks - - b) Other issuers: - - - insurance companies - - - financial companies - - - non-financial companies - - - other - - 207.643 220.855 4. Loans - - a) Governments and Central banks b) Other public entities c) Banks 3. Units in UCITS a) Governments and Central banks - - b) Other public entities - - c) Banks - - d) Other entities - - 247.143 260.418 Total The breakdown by borrower/issuer was carried out in accordance with criteria for classification by economic activity group and sector laid down by the Bank of Italy. 3.2.a Units in UCITS: Breakdown by main categories (in tho usands o f EUR) Items/Amounts Total Total 31 12 2010 31 12 2009 Equity 76.023 72.472 Bonds 120.088 134.265 11.532 14.118 Balanced Total 207.643 220.855 The table adds detail to what is shown in table 3.2 and shows the main types of investments in UCITS, held in the portfolio of assets measured at fair value. 170 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 3.3 Financial assets designated at fair value through profit and loss: annual changes 3112 2010 (in tho usands o f EUR) A. Opening balance B. Increases B1. Purchases B2. Positive changes in fair value B3. Other increases C. Decreases C1. Sales C2. Redemptions C3. Negative changes in fair value C4. Other increases D. Closing balance Debt Equity Units in securities instruments UCITS Total Loans 39.563 - 220.855 - 260.418 1.224 - 93.244 - 94.468 - - 78.000 - 78.000 1.218 - 12.246 - 13.464 6 - 2.998 - 3.004 1.287 - 106.456 - 107.743 411 - 105.736 - 106.147 - - - - - 869 - 637 - 1.506 7 - 83 - 90 39.500 - 207.643 - 247.143 171 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 4 - Available-for-sale financial assets – Item 40 4.1 Available-for-sale financial assets: breakdown by type (in tho usands o f EUR) Items/Amounts 1. Debt securities 31 12 2010 Level 1 Level 2 31 12 2009 Level 3 Total Level 1 Level 2 Level 3 Total 18.991.480 235.898 248.532 19.475.910 11.850.129 456.245 15.932 24.468 - 40.400 26.541 15.074 18.975.548 211.430 248.532 19.435.510 11.823.588 441.171 2. Equity instruments 318.093 1.257.388 - 1.575.481 248.977 1.289.940 - 1.538.917 2.1 Designated at fair value 318.093 1.245.400 - 1.563.493 248.977 1.279.508 - 1.528.485 - 11.988 - 11.988 10.432 - 10.432 2.669 747.455 - 750.124 770.032 700 - - - - - - - - 19.312.242 2.240.741 248.532 21.801.515 12.171.326 2.516.217 221.647 14.909.190 1.1 Structured securities 1.2 Other debt securities 2.2. Carried at cost 3. Units in UCITS 4. Loans Total 72.220 220.947 12.527.321 - 41.615 220.947 12.485.706 842.952 The portfolio of available-for-sale financial assets includes: a) bonds and UCITS not held for trading; b) equity investments whose shareholding is lower than the controlling or associate interests. As a result of the provisions set out in IAS 39 with regard to the derecognition of financial assets, lines 1.1 and 1.2 also include debt securities committed in reverse repos carried out for own securities posted to the available-for-sale portfolio. The significant increase in debt securities was almost entirely due to asset swaps on Italian government securities; the government securities involved in these swaps were subjected to fair value hedging, as shown below in table 4.3 of this section. The overall amount in the equity portfolio at the end of the year, after the recognition of impairment losses of € 25.8 mln booked to Item 130 in the profit and loss statement ―Net impairment losses (reversals)‖ was € 1,575.5 mln, of which € 1,354.9 mln related to equity investments and € 220.6 mln to other equity instruments. 4.1.a Breakdown of debt securities: structured securities (in tho usands o f EUR) Structured debt securities Inflation Total Total 31 12 2010 31 12 2009 5.883 7.329 Other 34.517 34.286 Total 40.400 41.615 172 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 4.1.b Available-for-sale financial assets - Breakdown of equity securities (in tho usands o f EUR) 31 12 2010 Name % ownership 31 12 2009 Book value % ownership Book value Acque Blu Arno Basso S.p.A. 8,00 2.528 8,00 Acque Blu Fiorentine S.p.A. 8,00 5.298 8,00 5.155 Aeroporto di Firenze S.p.A. 4,89 4.951 4,89 6.357 Alerion Industries S.p.A. 6,23 14.540 7,95 21.961 Armorlite S.p.A. 3,47 560 3,47 560 Banca d'Italia 4,60 794.969 4,60 794.969 Bassilichi S.p.A. 11,74 3.734 11,74 3.734 Cantine Cooperative riunite soc. coop. Agr. 11,33 1.498 12,12 1.498 Cedacri S.p.A. 2,74 2.657 5,48 7.176 Centro Affari e Convegni Arezzo S.r.l. 5,42 1.979 6,93 2.328 Compagnia Investimenti e Sviluppo C.I.S. S.p.A. 4,16 3.938 4,16 3.993 Consorzio Etruria S.c.a.r.l. 14,75 1.807 14,75 1.795 Consorzio Granterre Caseifici e allevam. società coop. Agricola 10,13 1.500 9,96 1.500 Consorzio Latterie Soc. Mantov.Virgilio soc. agricola coop. 24,14 3.000 34,29 3.000 Consorzio Perimetro Gest. Prop. Imm. S.c.p.a. (Classe A) 7,90 Consorzio Perimetro Gest. Prop. Imm. S.c.p.a. (Classe B) 100,00 2.285 437 - - 49.509 - - Cooperativa Italiana di Ristorazione 5,53 750 8,94 1.290 Firenze Parcheggi S.p.A. 16,46 4.939 16,46 4.939 Finanziaria Regionale Friuli Venezia Giulia 1,61 7.080 1,61 7.079 Fin.ser S.p.A. 15,00 1.802 15,00 2.381 Hopa S.p.A. 14,78 20.419 14,25 19.685 Immobiliare Novoli S.p.A. 8,33 7.899 8,33 7.898 Industria e Innovazione S.p.A. 0,00 - 5,26 5.000 Iniziative Immobiliari S.r.l. 13,87 1.153 13,87 1.404 Istituto Centrale delle Banche Popol. Italiane S.p.A. 0,08 40 0,08 40 Istituto per il Credito Sportivo 10,81 80.434 10,81 79.981 Kerself S.p.A. 0,00 - 1,02 1.561 LSE London Stock Exchange (ex Borsa Italiana) 0,34 9.107 0,34 7.428 Marina di Stabia S.p.A. 16,31 6.606 16,31 6.606 Ombrone S.p.A. 14,99 1.481 14,99 1.260 Palladio Finanziaria S.p.A. 0,47 2.160 0,47 27 Porto Industriale di Livorno S.p.A. 15,96 3.271 15,96 3.262 Reno De Medici S.p.A. 0,78 713 0,78 720 Riscossione Sicilia S.p.A. 0,00 - 40,00 6.400 Sansedoni S.p.A. 0,00 - 15,70 51.538 S.S.B. S.p.A. 5,78 17.874 5,78 21.410 Serit Sicilia S.p.A. 0,00 - 40,00 4.160 SITEBA Sistemi Telematici Bancari S.p.A. 6,16 1.355 6,16 1.355 SNIA S.p.A. 2,16 - 2,16 369 Società Italiana per le Imprese all'Estero Simest S.p.A. 1,05 2.752 1,05 2.682 Società Aeroporto toscano Galileo Galilei S.p.A. 3,97 3.995 3,97 4.151 Sofinco S.p.A. 3,33 2.700 3,57 2.691 Sorgenia S.p.A. 1,17 47.736 1,17 47.736 Sorin S.p.A. 7,31 59.182 7,31 45.935 S.T.A. S.p.A. 15,00 4.337 15,00 4.337 S.T.B. Società delle Terme e del Benessere S.p.A. 13,82 5.029 13,70 4.617 Telecom Italia S.p.A. 0,11 13.829 0,10 15.559 Trixia S.r.l. 15,00 136 15,00 1.185 Unipeg Soc. Coop. Agricola 18,03 2.800 17,28 2.800 Veneto Sviluppo S.p.A. 8,62 5.307 8,62 5.406 Visa Inc. 0,00 1.351 0,10 3.752 Other minor investments N/A 145.784 N/A 130.828 Finance portfolio N/A 220.555 N/A Total 1.575.481 173 175.134 1.538.917 Notes to the consolidated financial statements - Part B – Consolidated balance sheet The table shows the main equity investments classified in the portfolio of available-for-sale financial assets.Voting rights at companies incorporated as limited liability co-operatives (it.: s.c.a.r.l.) are per capita, so there is no associate relationship. 174 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 4.2 Available-for-sale financial assets: breakdown by borrower/issuer (in tho usands o f EUR) Items/Amounts 1. Debt securities Total Total 31 12 2010 31 12 2009 19.475.910 12.527.321 18.449.773 11.627.942 22.254 78 c) Banks 646.239 599.303 d) Other issuers 357.644 299.998 1.575.481 1.538.917 a) Banks 883.734 883.566 b) Other issuers: 691.747 655.351 a) Governments and Central banks b) Other public entities 2. Equity instruments - insurance companies 8.952 - - financial companies 174.310 124.994 - non-financial companies 447.502 504.971 60.983 25.386 750.124 842.952 4. Loans - - - other 3. Units in UCITS a) Governments and Central banks - - b) Other public entities - - c) Banks - - d) Other entities - - 21.801.515 14.909.190 Total The breakdown by borrower/issuer was carried out in accordance with criteria for classification by economic activity group and sector laid down by the Bank of Italy. The balance of debt securities issued by governments and central banks, equal to € 18,449.8 mln, consists primarily of Italian government securities. 4.2.a Units in UCITS: Breakdown by main categories (in tho usands o f EUR) Categories/Amounts Total Total 31 12 2010 31 12 2009 Equity 231.818 238.776 Bonds 8.532 7.298 302.648 286.580 Balanced Flexible - 91.433 Reserved - 700 Speculative 93.135 95.786 Real estate 30.028 45.584 Other 83.963 76.795 Total 750.124 175 842.952 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 4.3 Micro-hedged available-for-sale financial assets: (in tho usands o f EUR) Items/Amounts Total Total 31 12 2010 31 12 2009 1. Financial assets subject to micro-hedging of fair value 12.366.815 8.360.945 a) interest rate risk 12.277.587 8.149.578 b) price risk - - c) foreign exchange risk - - d) credit risk 71.394 82.021 e) multiple risks 17.834 129.346 2. Financial assets subject to micro-hedging of cash flows - - a) interest rate risk - - b) foreign exchange risk - - c) other - - 12.366.815 8.360.945 Total The table shows the share of the available-for-sale portfolio which, at year-end, was subjected to micro-hedging. In 2010, there was a rise in fair value micro-hedge transactions. 176 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 4.4 Available-for-sale financial assets: annual changes 3112 2010 (in tho usands o f EUR) Items/Amounts Debt Equity Units in securities instruments UCITS Loans Total A. Opening balance 12.527.321 1.538.917 842.952 - 14.909.190 B. Increases 10.386.700 597.672 122.897 - 11.107.269 10.234.414 437.840 28.263 - 10.700.517 16.812 44.830 50.371 - 112.013 665 25.924 4.953 - 31.542 - - - - - 665 25.924 4.953 - 31.542 - - - - - 134.809 89.078 39.310 - 263.197 3.438.111 561.108 215.447 - 4.214.666 2.291.032 457.907 172.610 - 2.921.549 30.878 - 2.450 - 33.328 1.043.019 39.658 33.900 - 1.116.577 665 25.835 3.934 - 30.434 665 25.835 3.934 - 30.434 - - - - - - - - - - 72.517 37.708 2.553 - 112.778 - - (278) - (278) 19.475.910 1.575.481 750.124 - 21.801.515 B1. Purchases B2. Increases in fair value B3. Write-backs - posted to profit and loss - posted to net equity B4. Transfers from other portfolios B5. Other decreases C. Decreases C1. Sales C2. Redemptions C3. Decreases in fair value C4. Write-downs due to impairment - posted to profit and loss - posted to net equity C5. Transfers to other portfolios C6. Other decreases IFRS 5 "discontinuing operations" D. Closing balance Line "B1 Purchases" features, in the "Debt securities" column, primarily purchases of Italian government securities. Line B.3 ―Write-backs – posted to equity‖ includes the reversal of negative equity reserves of impaired securities; in terms of profit and loss, the value adjustments for the same amount are posted to line C.4 ―Write-downs due to impairment‖ of the table. Line "C.1 Sales‖ features, in the ―Debt securities‖ column, mainly sales of Italian government securities. Line ―C6. ― Other decreases‖ includes negative exchange-rate differences and losses on disposals. 177 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 5 – Held-to-maturity financial assets – Item 50 5.1 Held-to-maturity financial assets: breakdown by type (in tho usands o f EUR) 31 12 2010 FV VB 1. Debt securities 31 12 2009 Level 1 Level 2 Level 3 FV VB Total Level 1 Level 2 Level 3 Total 3 3 - - 3 3 3 - - 3 1.1 Structured securities - - - - - - - - - - 1.2 Other debt securities 3 3 - - 3 3 3 - - 3 2. Loans - - - - - - - - - - Total 3 3 - - 3 3 3 - - 3 Key FV = fair value BV = book value 5.2 Held-to-maturity financial assets: breakdown by borrower/issuer (in tho usands o f EUR) Type of transaction / Amount Total Total 31 12 2010 31 12 2009 1. Debt securities 3 3 a) Governments and Central banks 3 3 b) Other public entities - - c) Banks - - d) Other issuers - - 2. Loans - - a) Governments and Central banks - - b) Other public entities - - c) Banks - - d) Other entities - - Total 3 3 Total fair value 3 3 The breakdown by borrower/issuer was carried out in accordance with criteria for classification by economic activity group and sector laid down by the Bank of Italy. 5.3 Micro-hedged held-to-maturity financial assets There are no figures available because there were no micro-hedged held-to-maturity financial assets to report, either in the year under review or the previous year. 178 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 5.4 Held-to-maturity financial assets: annual changes (in tho usands o f EUR) Debt securities Loans Total A. Opening balance 3 - 3 B. Increases - - - B1 Purchases - - - B2 Write-backs - - - B3 Transfers from other portfolios - - - B4 Other changes - - - C. Decreases - - - C1 Sales - - - C2 Redemptions - - - C3 Write-downs - - - C4 Transfers to other portfolios - - - C5 Other changes - - - D. Closing balance 3 - 3 179 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 6 – Loans and advances to banks – Item 60 6.1 Loans and advances to banks: breakdown by type (in tho usands o f EUR) Type of transaction / Amount A. Loans and advances to central banks 1. Time deposits 2. Compulsory reserve Total Total 31 12 2010 31 12 2009 261.103 1.349.986 16.000 16.000 233.793 1.329.167 - - 3. Reverse repurchase agreements 4. Other 11.310 4.819 9.448.777 8.977.535 1. Current accounts and demand deposits 669.933 747.809 2. Time deposits 230.675 625.167 6.662.353 5.724.651 1.038.678 207.416 - - 5.623.675 5.517.235 1.885.816 1.879.908 4.1 Structured securities - - 4.2 Other debt securities 1.885.816 1.879.908 Total (book value) 9.709.880 10.327.521 Total (fair value) 9.756.063 10.468.479 B. Loans and advances to banks 3. Other loans: 3.1 Reverse repurchase agreements 3.2 Finance leases 3.3 Other 4. Debt securities Loans and advances to banks 31 12 2010 Impaired assets 14.338 31 12 2009 23.538 The portfolio of "Loans and advances to banks" includes loans and deposits, other than the unrestricted part of the compulsory reserve with the Bank of Italy, which, at year-end, amounted to € 233.8 mln. In accordance with regulations on average maintenance levels, the end-of-period balance of the compulsory reserve may be subject to changes. 'Banks' also includes international entities of a banking nature subjected to zero weighting in accordance with prudential supervisory regulations on the standardised approach to counterparty and credit risk. The collective write-down was also posted to the 'Debt securities' portfolio as it was applied to other loans and advances to banks that were performing at the end of 2010. 180 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 6.2 Loans and advances to banks: micro-hedged assets (in tho usands o f EUR) Type of transaction / Amount 1. Loans subject to micro-hedging of fair value Total Total 31 12 2010 31 12 2009 365.751 132.866 326.143 89.104 - - 39.608 43.762 - - - - a) interest rate risk - - b) foreign exchange risk - - c) other - - 365.751 132.866 a) interest rate risk b) exchange risk c) credit risk d) multiple risks 2. Loans subject to micro-hedging of cash flows Total 6.3 Finance leases The Group had no finance leases to report for the period under review or in the previous year. 181 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 7 – Loans and advances to customers – Item 70 7.1 Loans and advances to customers: breakdown by type (in tho usands o f EUR) Type of transaction / Amount 1. Current accounts 31 12 2010 Performing 31 12 2009 Impaired Total Performing Impaired Total 15.213.770 2.360.668 17.574.438 17.360.774 2.130.924 19.491.698 1.786.053 1.180 1.787.233 5.435.151 1.967 5.437.118 84.382.703 5.702.932 90.085.635 76.322.069 5.189.319 81.511.388 4. Credit cards, personal loans and fifth-of-salary backed loans 3.108.863 144.230 3.253.093 2.954.861 114.434 3.069.295 5. Financial leasing 4.333.134 598.994 4.932.128 4.196.048 469.285 4.665.333 6. Factoring 1.598.115 125.290 1.723.405 1.310.037 80.364 1.390.401 30.057.533 2.446.081 32.503.614 30.566.482 2.233.678 32.800.160 4.376.754 1.281 4.378.035 4.046.778 1.270 4.048.048 8.1 Structured securities 662.398 - 662.398 623.032 - 623.032 8.2 Other debt securities 3.714.356 1.281 3.715.637 3.423.746 1.270 3.425.016 Total (book value) 144.856.925 11.380.656 156.237.581 142.192.200 10.221.241 152.413.441 Total (fair value) 146.133.046 11.380.656 157.513.702 143.996.820 10.221.241 154.218.061 2. Reverse repurchase agreements 3. Mortgages 7. Other transactions 8. Debt securities The portfolio of 'Loans and advances to customers' includes all loans to ordinary customers and part of the banking book securities portfolio. Loans and advances to customers also includes operating receivables other than those connected with the payment for the supply of goods and services, which are posted to "Other assets" in account 160 of the Assets. The securities portfolio also includes underwritten ABS arising from own securitisations and other bonds issued by regional public bodies, e.g. municipal bonds (it.: buoni ordinari comunali, BOC). The collective write-down was also posted to the debt securities portfolio (for which no specific impairment losses were identified), as it was applied to the other loans and advances to customers which were performing at the end of 2010. According to the Bank of Italy's definitions, the ―Impaired‖ column includes non-performing, watchlist and restructured loans, as well as exposures more than 180 days past due, net of impairment losses. Details of these exposures can be found in the section on credit quality in Part E of the notes to the financial statements. 182 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 7.2 Loans and advances to customers: breakdown by borrower/issuer (in tho usands o f EUR) Type of transaction / Amount 1. Debt securities: 31 12 2010 Performing Impaired 31 12 2009 Total Performing Impaired Total 4.376.754 1.281 4.378.035 4.046.778 1.270 4.048.048 a) Governments 226.609 - 226.609 212.055 - 212.055 b) Other public entities 254.771 - 254.771 241.292 - 241.292 3.895.374 1.281 3.896.655 3.593.431 1.270 3.594.701 171.205 1.281 172.486 189.968 1.270 191.238 3.170.004 - 3.170.004 2.822.252 - 2.822.252 554.033 - 554.033 581.211 - 581.211 132 - 132 - - - 140.480.171 11.379.375 151.859.546 138.145.422 10.219.971 148.365.393 a) Governments 1.269.183 20 1.269.203 1.358.821 12 1.358.833 b) Other public entities 3.872.007 491 3.872.498 3.542.861 450 3.543.311 135.338.981 11.378.864 146.717.845 133.243.740 10.219.509 143.463.249 82.124.500 9.545.658 91.670.158 81.476.111 8.386.010 89.862.121 7.124.113 100.567 7.224.680 8.836.033 52.831 8.888.864 47.921 146 48.067 108.879 24 108.903 46.042.447 1.732.493 47.774.940 42.822.717 1.780.644 44.603.361 144.856.925 11.380.656 156.237.581 142.192.200 10.221.241 152.413.441 c) Other issuers - non-financial companies - financial companies - insurance companies - other 2. Loans to: c) Other entities - non-financial companies - financial companies - insurance companies - other Total The breakdown by borrower/issuer was carried out in accordance with criteria for classification by economic activity group and sector laid down by the Bank of Italy. 183 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 7.3 Loans and advances to banks: micro-hedged assets (in tho usands o f EUR) Type of transaction/Amount Totale Totale 31 12 2010 31 12 2009 1. Loans subject to micro-hedging of fair value 1.408.938 1.500.655 a) interest rate risk 777.375 825.849 b) exchange risk 489.092 453.710 c) credit risk 73.160 159.532 d) multiple risks 69.311 61.564 100.387 - 100.387 - b) foreign exchange risk - - c) other - - 1.509.325 1.500.655 2. Loans subject to micro-hedging of cash flows a) interest rate risk Total 7.4 Finance leases 7.4.a Loans and advances to customers: reconciliation of future minimum lease payments receivable (in tho usands o f EUR) Items/Amounts Total Total 31 12 2010 31 12 2009 Future Present value Future minimum of future minimum of future lease minimum lease minimum lease payments payments Up to 1 year 1.796.293 payments 1.544.383 From 1 to 5 years 2.147.101 1.732.703 Over 5 years Present value lease 1.080.835 payments 879.928 2.153.463 1.740.199 1.983.091 1.609.771 2.491.882 1.987.256 Total 5.926.485 4.886.857 5.726.180 4.607.383 Deferred financial income (1.039.628) Loan loss reserve Loans and advances in the balance sheet (95.632) 4.791.225 (95.632) 4.791.225 (1.118.797) (149.670) 4.457.713 (149.670) 4.457.713 7.4.b Loans and advances to customers: unguaranteed residual values of assets leased under finance leases (in tho usands o f EUR) Total Items/Amounts 31 12 2010 Unguaranteed residual value of assets leased under finance leases 746.347 184 31 12 2009 726.721 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 8 – Hedging derivatives – Item 80 8.1 Hedging derivatives: breakdown by type of contract and underlying asset (in tho usands o f EUR) Fair Value 31 12 2010 Level 1 A. Financial derivatives Level 2 Level 3 Fair Value 31 12 2009 NV Total 31 12 2010 Level 1 Level 2 Level 3 NV Total 31 12 2009 - 304.641 - 304.641 12.145.899 - 192.429 - 192.429 9.906.076 1) Fair value - 303.475 - 303.475 12.045.899 - 192.429 - 192.429 9.906.076 2) Cash flows - 1.166 - 1.166 100.000 - - - - - 3) Foreign investments - - - - - - - - - - - 8.771 - 8.771 170.500 - 6.274 - 6.274 185.860 1) Fair value - 8.771 - 8.771 170.500 - 6.274 - 6.274 185.860 2) Cash flows - - - - - - - - - - - 313.412 - 313.412 12.316.399 - 198.703 - 198.703 10.091.936 B. Credit derivatives Total Key NV = Nominal or Notional Value The table displays the positive book value (fair value) of hedging derivatives for hedges carried out through hedge accounting. Hedge accounting is used for the accounting of hedges of financial instruments posted in balance sheet items which do not provide for fair value measurement to offset profit and loss: in particular, hedges of all financial assets and liabilities other than those represented by securities are managed through hedge accounting. Hedges of financial liabilities consisting in securities are normally managed through the fair value option. The fair value option has systematically been adopted for fixed-rate and structured debt securities issued by the Group, for which the risk of fair value changes was hedged by derivatives upon issue, with the aim of maintaining the hedge for the contractual duration of the hedged securities; derivatives used as part of the fair value option are classified in the trading portfolio. Hedge accounting is used for securities issued by the Group for which the decision to hedge was taken after issuance or for which there is no intention to maintain the hedge for the contractual duration of the securities. Information on the underlying strategies and objectives of hedge transactions can be found in Section 2 ―Market risks‖ of Part E ―Risks and hedging policies‖. 185 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 8.2 Hedging derivatives: breakdown by hedged portfolio and type of hedging (book value) 3112 2010 (in tho usands o f EUR) 1. Financial assets available for sale 32.199 - 1.868 2. Loans and receivables 6.708 19.047 6.903 3. Financial assets held to maturity x - - 4. Portfolio x 5. Other transactions Total assets 1. Financial liabilities 2. Portfolio Total liabilities x x 38.907 19.047 236.353 x 236.353 34.067 x - x 1.166 x x 33.824 x - x - x x - x 9.168 x - x 9.168 - - 9.168 - x x - - - - x 1.166 - - 77.059 - x x 236.353 x - x x x x x x x x - - - 9.168 x - - x 8.771 - x x 19.047 x x 2. Financial assets and liabilities portfolio 275.260 Foreign x 1. Expected transactions Total Investments x - - Micro-hedge - 8.771 - Risks x - x Total - - x - x - Multiple Risk Price Risk Credit Risk Exchange Risk Rate Micro-hedge Transaction/Type of hedge Macro-hedge Cash flow hedge Macro-hedge Fair Value - - - x x x 1.166 x - - 236.353 - - 313.412 The table shows the positive fair values of hedging derivatives, classified by hedged assets or liabilities and the type of hedging implemented. In particular, fair value micro-hedging was used to hedge against interest-rate risk on fixed-rate mortgages and bonds classified in the available-for-sale portfolio or among receivables, in order to protect them from unfavourable interest rate changes. The exchange risk column shows the positive fair value of cross currency swaps used to hedge foreign-exchange risk on unlisted bonds classified among loans and receivables. Fair value micro-hedging was also applied to the credit risk of bonds classified in the available-for-sale portfolio or among receivables; these hedges were performed by acquiring protection through credit default swaps. Fair value micro-hedging of the interest-rate risk on financial liabilities refers primarily to hedges of liabilities consisting in securities for which the decision to hedge was taken after issuance or for which there is no intention to maintain the hedge for the contractual duration of the securities. Cash flow hedges were implemented in the case of some specific floating-rate bond issues, for the purpose of stabilising their flows through interest rate swaps. Prospective and retrospective tests performed in 2010 in accordance with IAS 39 confirmed the effectiveness of hedging relationships. More information on hedged assets and liabilities can be found in the tables in Part B of the notes for each section of the accounts to which hedges are posted. 186 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 3112 2009 (in tho usands o f EUR) 1. Financial assets available for sale 2. Loans and receivables 4.720 x 4. Portfolio x 1. Financial liabilities 128.882 Foreign Macro-hedge x - x x 282 - x - x x 64.462 - - x - x - x x - x - x x x - 53.692 - 6.274 - - - - x x - x x x x 2. Financial assets and liabilities portfolio x x x x x 133.660 53.692 6.274 187 - - 5.077 - - 64.744 x x - x - - - 5.077 x - - 133.959 133.959 x x - - 5.077 x x - x - - x - - - x x x x x - - - x x 1. Expected transactions Total Micro-hedge Multiple Risk Price Risk Risks - x x 128.882 - 6.050 - 4.778 Total liabilities 224 Total 53.692 - Total assets 2. Portfolio - Credit Risk 58 3. Financial assets held to maturity 5. Other transactions Exchange Risk Rate Micro-hedge Transaction/Type of hedge Investments Cash flow hedge Macro-hedge Fair Value 198.703 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 9 – Change in value of macro-hedged financial assets – Item 90 9.1 Change in value of hedged assets: breakdown by hedged portfolio (in tho usands o f EUR) Changes in value of hedged assets / Group components 1. Positive changes Total Total 31 12 2010 31 12 2009 28.034 32.232 1.1 of specific portfolios: 28.034 32.232 a) loans and receivables 28.034 32.232 b) financial assets available for sale - - 1.2 overall - - 10.379 193 2.1 of specific portfolios: 10.379 (574) a) loans and receivables 10.379 (574) 2. Negative changes b) financial assets available for sale - 2.2 overall Total - - 767 17.655 32.039 The value adjustment concerns a fixed and capped floating rate mortgage portfolio that was fair value macro-hedged with derivatives to protect it from possible fluctuations associated with interest-rate risk. As this is a macrohedge, any gain or loss on the hedged item attributable to the risk hedged may not directly adjust the value of said item (unlike in microhedging), but must be presented in this separate line item of the assets. The amounts in this item must be removed from the balance sheet when the relevant assets or liabilities are derecognised. The fair value of the corresponding hedging derivatives is shown respectively in Table 8.2 (assets) or Table 6.2 (liabilities), both entitled ―Hedging derivatives: breakdown by hedged portfolio and type of hedging‖, in the ―Macro-hedging‖ column. 9.2 Assets subject to macro-hedging of interest-rate risk (in tho usands o f EUR) Hedged assets 1. Loans and receivables Total Total 31 12 2010 31 12 2009 949.815 361.028 2. Assets available for sale - - 3. Portfolio - - 949.815 361.028 Total The table shows the book value (amortised cost) of fixed-rate and capped floating rate mortgages included in Item 70 ―Loans and advances to customers‖, which was macro-hedged against interest-rate risk as per Table 9.1 above. The sum of this amount and the one shown in Table 9.1 expresses the book value of these receivables, adjusted for profit or loss attributable to the risk hedged. 188 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 10 – Equity investments – Item 100 10.1 Equity investments in entities subject to joint control (valued at equity) and under significant influence: information on shareholders' equity * Type of relationship: 8 Companies under significant influence 189 Notes to the consolidated financial statements - Part B – Consolidated balance sheet In June, Sansedoni S.p.a. underwent a total non-proportional spin-off which led to the incorporation of two new entities, one for real estate development and the other, i.e. Sansedoni Siena S.p.a., focusing on asset development management and invested in by the Parent Company (21.75% shareholding). Realizzazioni e Bonifiche Arezzo S.p.a. in liquidation is the new company name for former company Uno A Erre Italia S.p.a.. The interest in Industria e Innovazione was included among investments in companies under significant influence because the Parent Company, which held 7.11%, entered into a shareholders' agreement requiring majority (and not unanimous) resolution approval, obtaining 58.13% of voting rights. Pursuant to art. 2361 of the Civil Code, it is noted that the Parent Company holds a 28.8% shareholding (32.5% at Group level) in Crossing Europe EEIG, a European Economic Interest Group whose members are jointly and severally liable without limitation for the Group's liabilities. The EEIG is intended to facilitate its members' activity, both in their respective countries and internationally (particularly in Eastern European and Mediterranean countries), through the development of an offering of services for SMEs, and participation in major financial projects sponspored by EU programmes. For further details on changes, see comments to table "10.3 - Equity investments: annual changes". 190 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 10.2 Equity investments in entities subject to joint control (valued at equity) and under significant influence: accounting information (in tho usands o f EUR) Company Name Total Total Profit assets revenues (Loss) Net Equity Consolidated Value 3112 2010 Fair Value 3112 2009 A. Companies valued at net equity A.1 Companies valued at net equity - jointly controlled - - - - - - - A.2 Companies valued at net equity - under significant influence AD.Impresa S.p.a. x x (115) 300 37 - - Aereoporto di Siena S.p.a. x x (3.563) 20.018 3.518 4.280 - Agricola Merse S.r.l. x x (3.690) 31.588 5.580 3.825 - Antonveneta Assicurazioni S.p.a. x x 1.050 12.057 6.353 6.357 - 107.475 - Antonveneta Vita S.p.a. x x 13.731 126.218 81.301 Asset Management Holding S.p.a. x x - 485.148 154.820 - - Axa Mps Assicurazioni Danni S.p.a. x x 11.756 45.466 30.927 32.006 - 286 - Beta Prima S.r.l. x x (37) 706 274 BioFund S.p.a. x x (296) 5.072 653 694 - Casalboccone Roma S.p.A. x x - 120 26 - - CO.E.M. Costruzioni Ecologiche Moderne S.p.a. x x (8.707) 18.313 25.142 28.642 - Crossing Europe GEIE x x (40) 86 36 22 - 7.000 - EDI.B. S.p.a. x x (2.353) 22.369 6.732 Fabrica Immobiliare SGR S.p.a. x x 3.109 7.740 6.135 3.483 - Fidi Toscana S.p.a. x x (4.218) 112.644 31.745 32.976 - Gruppo Axa Mps Assicurazioni Vita S.p.a. x x 88.508 657.483 454.235 409.482 - Immobiliare Centro Milano S.p.a. x x (6.036) 6.356 107 302 - Industria e Innovazione S.p.a. x x - 52.035 3.700 - 3.913 Intermonte SIM S.p.a. x x 14.730 51.748 12.979 12.430 - Interporto Toscano A.Vespucci S.p.a. LivornoGuasticce x x (2.191) 20.474 9.930 10.725 - J.P.P. Euro Securities Inc. x x 58 1.991 410 370 - Le Robinie S.p.A. x x - 4.005 801 801 - Marinella S.p.a. x x - 40.011 10.003 10.003 - Microcredito di Solidarietà S.p.A. x x 10 1.413 569 565 - 4.648 2.174 2.278 - - - 81 - NewColle S.r.l. x x Padova 2000 Iniziative Immobiliari S.p.a. x x Prima Holding 2 S.p.a. x x (63) 12.951 3.522 - - Quadrifoglio Vita S.p.a. Re.Ge.Im. Realizzazione e Gestione Immobili di Qualità S.p.a. x x - - - 62.082 - x x - 9.200 3.680 - - Realizzazioni e Bonifiche Arezzo S.p.a. x x - - - 1.597 - S.I.C.I. Sviluppo Imprese Centro Italia SGR S.p.a. x x 600 7.661 2.523 2.602 - S.I.T. - Finanz.di Sviluppo per l'Innovaz. Tecnologica S.p.A. x x - 652 138 138 - Sansedoni Siena S.p.A. x x - 191.440 47.912 - - x x - - - 1.578 - x x - 696 90 90 - - 3.576 1.477 - - Società Incremento Chianciano Terme S.p.a. Società Italiana di Monitoraggio S.p.a. Terme di Chianciano S.p.a. x x (211) - B. P roportionately consolidated companies Banca Popolare di Spoleto S.p.a. Integra S.p.a. Total 3.029.554,00 183.818,00 9.104 204.330 x x 14.919,00 1.726,00 11 1.760 x x 9 0 7 .5 2 9 7 4 2 .17 0 3.044.473 185.544 111.147 2.160.275 3.913 The company Quadrifoglio Vita was merged by and into AXA MPS Assicurazioni Vita in November 2010 and the company Padova 2000 Iniziative Immobiliari was merged into the subsidiary MPS Immobiliare at the end of December 2010. 191 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 10.3 Equity investments: annual changes (in tho usands o f EUR) Total Total 31 12 2010 31 12 2009 A. Opening balance 742.170 583.028 B. Increases 436.844 177.326 B.1 Purchases 161.296 - B.2 Write-backs - - B.3 Revaluations - - 275.548 177.326 (271.485) (18.184) B.4 Other increases C. Decreases C.1 Sales (154.820) - C.2 Write-downs (18.000) (14.024) C.4 Other changes (98.665) (4.160) D. Closing balance 907.529 742.170 E. Total revaluation - - F. Total write-downs - - Changes relate to associates or companies subject to significant influence valued at equity. Increases and decreases also include profits and losses arising from this measurement. Line "B1 Purchases" also features the purchase of an interest in Asset Management Holding S.p.a. (EUR 154.8 mln) The amount in line C.1 ―Sales‖ is attributable to the disposal of the company Prima Holding. Line "C.2 Write-downs" concerns the partial depreciation of Antoniana Veneta Popolare Vita. The other decreases also include the amount of dividends paid out by the equity investments. The valuation of afore-mentioned investments in associates includes the value of goodwill, in accordance with IAS 28. The main embedded goodwill, shown below, refers to insurance associates Axa MPS Assicurazioni Vita, Axa MPS Assicurazioni Danni, Asset Management Holding S.p.a and Antoniana Veneta Popolare Vita S.p.A. Embedded goodwill 31 12 2010 31 12 2009 Antoniana Veneta Popolare Vita S.p.A. 21.651 39.651 Axa Mps Assicurazioni Vita S.p.A. 46.796 46.796 Axa Mps Assicurazioni Danni S.p.A. 2.316 2.316 Asset Management Holding S.p.A. 41.116 - Others 13.634 6.411 Totale 125.513 95.174 In accordance with IAS 28 ―Investments in associates‖ and IAS 36 (to which IAS 28 refers), impairment tests were carried out on the main insurance associates of the Group in consideration of the size of these assets and of a global context which, after the 2008-2009 crisis, continues to be uncertain and unpredictable. The following equity investments were tested for impairment: AXA MPS Assicurazioni Danni S.p.A. (AXA MPS Danni); AXA MPS Assicurazioni Vita S.p.A. (AXA MPS Vita); Antoniana Veneta Popolare Assicurazioni S.p.A. (Antonveneta Assicurazioni); Antoniana Veneta Popolare Vita S.p.A. (Antonveneta Vita); Asset Management Holding S.p.a.. 192 Notes to the consolidated financial statements - Part B – Consolidated balance sheet With reference to how impairment losses on investments in associates are determined, IAS 28 states that impairment is verified, pursuant to IAS 36, by comparing the recoverable value with the carrying value of the equity investment. Carrying value of equity investments - consolidated 31/12/10 (in EUR/mln, amounts rounded off) AXA MPS Assicurazioni Danni S.p.a. 31 AXA MPS Assicurazioni Vita S.p.a. 454(*) Antoniana Veneta Popolare Assicurazioni S.p.a. 6 Antoniana Veneta Popolare Vita S.p.a. 99 Asset Management Holding S.p.a. (*) 155 Includes AXA MPS Vita and AXA MPS Financial Limited. The recoverable value of equity investments in insurance associates was determined with the assistance of a leading consultancy firm (hereinafter the Consultant). The recoverable value for AXA MPS Danni was determined by discounting distributable cash flows (for a description of the approach, see section on goodwill impairment testing). The recoverable value was determined on the basis of economic and financial projections provided by the Parent Company and following parameters agreed upon with the Consultant: a target solvency ratio of 150%; a cost of equity of 8.7%, estimated using a risk-free rate of return of 4.1%, a premium for market risk of 5% and beta of 0.92 calculated using a panel of listed European companies operating exclusively in the field of P&C insurance (source: Bloomberg); a long-term growth rate of 2%. For AXA MPS Vita, the appraisal value method was used, which estimates the value of an insurance company as the sum of its Embedded Value (amount of adjusted shareholders‘ equity and of outstanding insurance policies) and its New Business Value (present value of future life insurance business). In accordance with professional measurement practices and regulations, this method is applied for the appraisal of life insurance companies. The appraisal value method was applied on the basis of parameters that enable the representation of the company‘s risk/return level. In particular, the following were considered: a cost of equity of 9.1%, estimated using a risk-free rate of return of 4.1%, a premium for market risk of 5% and beta of 0.99 calculated using a panel of listed European companies operating exclusively in the field of life insurance (source: Bloomberg); a long-term growth rate of 2%, on the basis of inflation forecasts from the leading econometric analysis institutes (ERC, IMF, Prometeia). The growth rate is thus not in excess of the market rate. In order to best appraise the sensitivity of results from impairment tests conducted on both AXA MPS Danni and AXA MPS Vita, with respect to changes in the base assumptions, several sensitivity tests were performed by changing the discount rate, the long-term growth rate and some underlying assumptions for the insurance company‘s economic and financial forecasts. In light of termination of the distribution agreement between Allianz and former Banca Antonveneta, equity was considered as the recoverable value for Antonveneta Assicurazioni. In light of termination of the distribution agreement between Allianz and former Banca Antonveneta, only the embedded value was considered for Antonveneta Vita. A value adjustment of EUR 18 mln was accounted for as at 31 December 2010. With regard to the investment in Asset Management Holding, it is noted that the investment was purchased on 30 December 2010 at a market price assessed as fair by a major consultant with a fair market value opinion issued to the Parent Company. Considering that the carrying value of the investment is equal to the value of a recent market transaction and that the company's business plan, used for the appraisal of the purchase price, has not been reviewed, the value of the investment is deemed confirmed. The results of the impairment test showed that the recoverable values of the equity investments analysed were not lower than their respective carrying values, except for Antonveneta Vita, as indicated above. 193 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 11 – Reinsurers’ technical reserves – Item 110 This section is not applicable because the insurance equity investments of the Group are associates. 194 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 12 – Property, plant and equipment - Account 120 12.1 Property, plant and equipment: breakdown of assets valued at cost (in tho usands o f EUR) Asset / Amount Total Total 31 12 2010 31 12 2009 A. Assets used in the business 1.1 owned 1.197.577 2.549.401 a) land 437.031 1.042.549 b) buildings 463.438 1.206.348 c) furniture and furnishings 69.104 75.430 d) electronic systems 21.196 25.827 206.808 199.247 1.2 Leased - - a) land - - b) buildings - - c) furniture and furnishings - - d) electronic systems - - e) other - - 1.197.577 2.549.401 - - 2.1 owned 209.500 183.642 a) land 110.300 94.481 b) buildings 99.200 89.161 2.2 Leased - - a) land - - b) buildings - - e) other Total A B. Assets held for investment Total B 209.500 183.642 Total (A+B) 1.407.077 2.733.043 All of the Group‘s property, plant and equipment is measured at cost; the line "land" expresses the value of land separately from the value of buildings. In compliance with guidance provided by IAS 36 "Impairment of Assets" and recommendations contained in document no. 4 of 3 March 2010 issued jointly by the Bank of Italy, Consob and Isvap, an overall property appraisal was made with a view to determining any impairment losses to be posted to profit and loss for the year. The comparison between fair value and carrying amount led to an impairment loss of EUR 975,000 being recognised at 31/12/2010, while showing EUR 95.4 mln worth of total gains on buildings used in the business and EUR 52.3 mln worth of buildings held for investment. These capital gains were not recognised in the financial statements. Regarding property and equipment used in the business other than buildings, based on a going concern assumption, no extraordinary negative market factors were thought to exist such as might result in a need to recognise impairment losses. 195 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 12.1.a Property, plant and equipment: leased property held for investment (in tho usands o f EUR) Items/Amounts Leased property held for investment Total Total 31 12 2010 31 12 2009 6.822 386 12.2 Property, plant and equipment: breakdown of assets measured at fair value or revalued The Group does not own property and equipment measured at fair value or revalued in accordance with IAS 40. 196 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 12.3 Property, plant and equipment used in the business: annual changes (in tho usands o f EUR) Land A. Gross opening balance A.1 Total net decreases A.2 Net opening balance B. Increases B.1 Purchases - Business combinations Buildings Furniture Electronic systems Other Total Total 31 12 2010 31 12 2009 1.044.290 1.351.392 419.632 478.495 532.761 3.826.570 4.040.053 1.741 145.044 344.202 452.668 333.514 1.277.169 1.377.273 1.042.549 1.206.348 75.430 25.827 199.247 2.549.401 2.662.780 187 2.342 12.799 9.153 25.876 50.357 146.767 - 1.562 12.798 9.090 24.438 47.888 67.392 - - - - - - - B.2 Capitalized expenditure on improvements - 582 - - - 582 1.565 B.3 Write-backs - - - - - - - B.4 Increases in fair value booked to: - - - - - - - a) shareholders' equity - - - - - - - b) profit and loss - - - - - - - B.5 Positive exchange differences 187 119 - 58 - 364 514 B.6 Transfers from properties held for investment - - - - - - 10.674 B.7 Other increases - 79 1 5 1.438 1.523 66.622 605.705 745.252 19.036 13.765 18.303 1.402.061 237.183 15 20 58 9 97 199 1.657 - 48.923 18.127 12.996 16.841 96.887 100.904 842 129 - - - 971 475 - - - - - - - 842 129 - - - 971 475 - - - - - - - - - - - - - - - - - - - - - - - - - - - 128 29.909 20.144 - - - 50.053 92.759 29.909 20.144 - - - 50.053 92.759 - - - - - - - 574.939 676.036 851 760 1.365 1.253.951 41.260 - - (89) (19) D. Net closing balance 437.031 463.438 69.104 21.196 206.808 1.197.577 2.549.401 D.1 Total net decreases 2.583 118.965 353.661 438.207 343.477 1.256.893 1.277.169 439.614 582.403 422.765 459.403 550.285 2.454.470 3.826.570 - - - - - - - C. Decreases C.1 Sales C.2 Depreciation C.3 Impairment losses booked to: a) shareholders' equity b) profit and loss C.4 Decreases in fair value booked to: a) shareholders' equity b) profit and loss C.5 Negative exchange differences C.6 Transfers to: a) tangible assets held for investment b) assets held for sale C.7 Other decreases IFRS5 "Discontinuing operations" D.2 Gross closing balance E. Carried at cost (12) (120) (22.963) The table illustrates the Group‘s property assets used in the business. Buildings are measured at cost and depreciated based on their expected useful life. The decrease in the Group's property assets used in the business, included in line C.7 "Other decreases" is the result of the demerger of consortium company 'Consorzio Perimetro Gestione Proprietà Immobiliari S.c.p.a' within the framework of the overall real estate deal of the MPS Group. This deal is described in Part A, which is referenced for further information. The comparison between fair value and carrying amount led to an impairment loss of € 971 being recognised at 31/12/2010. Lines A.1 and D.1 – "Total net decreases" include amounts relating to total depreciation booked. Line E – "Carried at cost" was left blank, as per the Bank of Italy's instructions, since it only needs to be completed for assets accounted for at fair value. 197 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 12.4 Property, plant and equipment held for investment: annual changes (in tho usands o f EUR) Total 31/12/2010 Land Total 31/12/2009 Buildings Land Buildings A. Opening balance 94.481 89.161 65.838 63.962 B. Increases 35.818 24.050 53.326 46.537 - 119 3.908 2.158 - - - - B.2 Capitalised expenditure on improvements - - - - B.3 Increases in fair value - - - - B.4 Write-backs - - - - B.5 Positive exchange differences - - - - 29.909 20.144 48.888 43.871 5.909 3.787 530 508 19.999 14.011 24.683 21.338 19.995 10.231 11 18 C.2 Depreciation - 3.780 - 4.121 C.3 Decreases in fair value - - - - C.4 Impairment losses 4 - - 146 C.5 Negative exchange differences - - - - C.6 Transfers to other asset portfolios - - 24.374 15.802 a) properties used in the business - - 6.816 3.858 b) non-current assets held for sale - - 17.558 11.944 C.7 Other decreases - - 298 1.251 IFRS5 "Discontinuing operations" - - - - 110.300 99.200 94.481 89.161 4 27.481 - 16.906 110.304 126.681 94.481 106.067 128.053 133.735 108.916 116.024 B.1 Purchases Business combinations B.6 Transfers from property used in the business B.7 Other increases C. Decreases C.1 Sales D. Closing balance D.1 Total net decreases D.2 Gross closing balance E. Designated at fair value The table illustrates the Group‘s property assets held for investment. Buildings are measured at cost and depreciated based on their expected useful life. The comparison between fair value and carrying amount led to an impairment loss of € 4 mln being recognised at 31/12/2010. 198 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 12.5 Commitments to purchase property, plant and equipment (in tho usands o f EUR) Items/Amounts Total Total 31 12 2010 31 12 2009 Commitments to purchase tangible assets 529 125 12.6 Property, plant and equipment: depreciation rates Main categories of tangible assets % Land and works of art 0% Buildings 2,87-3,03% Furniture and furnishings 10-20% Alarm and video systems 20-33% Electronic and ordinary office equipment 20-25% Electronic data processing equipment 20-50% The table shows the depreciation rates used for the main categories of property, plant and equipment. Land and works of art are not depreciated since they have an indefinite useful life. 199 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 13 – Intangible assets – Item 130 13.1 Intangible assets: breakdown by type of asset (in tho usands o f EUR) Asset / Amount Finite Life Total Total 31 12 2010 31 12 2009 Indefinite Life Total Finite Life Indefinite Life Total A.1 Goodwill x 6.473.779 6.473.779 x 6.619.479 6.619.479 A.1.1 group x 6.473.779 6.473.779 x 6.619.479 6.619.479 A.1.2 minorities x - - x - - 1.077.834 - 1.077.834 1.042.150 - 1.042.150 1.077.834 - 1.077.834 1.042.150 - 1.042.150 - - - 681 - 681 1.077.834 - 1.077.834 1.041.469 - 1.041.469 - - - - - - a) Internally generated intangible assets - - - - - - b) other assets - - - - - - 1.077.834 6.473.779 7.551.613 1.042.150 6.619.479 7.661.629 A.2 Other intangible assets A.2.1 Assets carried at cost: a) Internally generated intangible assets b) other assets A.2.2 Assets valued at fair value: Total All of the Group‘s intangible assets are measured at cost and, in addition to goodwill, relate to intangible assets resulting from the merger of former Banca Antonveneta S.p.A. and the subsidiary Biverbanca. All intangible assets recognised in the financial statements have a finite useful life. Goodwill posted to assets and totalling € 6,473.8 mln is not systematically amortised but is tested for impairment at year-end. For details of changes in this account, see ― Table 13.2 Intangible assets: annual changes‖ in this section. During preparation of the 2010 financial statements, goodwill recognised was tested for recoverability and impairment. In accordance with Document 4 jointly published by Bank of Italy/CONSOB/ISVAP on 3 March 2010 and provisions set out in IAS 36, ―Impairment of Assets‖, a special chapter has been inserted below describing the procedure followed to test the recoverability of goodwill. Impairment test on the Group‘s goodwill Foreword IAS 36 sets out the principles for the recognition and reporting of impairment of certain types of assets, including goodwill, illustrating the principles that an enterprise must follow in order to ensure that the carrying amount of its assets is not higher than their recoverable amount. IAS 36 defines recoverable amount as the higher of: fair value less costs to sell - the amount obtainable from the sale of an asset or cash-generating unit in an arm‘s length transaction between knowledgeable, willing parties, less the costs of disposal; value in use - the present value of estimated future cash flows expected to arise from the continuing use of an asset or from a cash-generating unit. IAS 36 requires the carrying amount of goodwill to be compared with the recoverable amount whenever there is an indication that the asset may have been impaired and in any case at least once a year at the balance sheet date (impairment test). The recoverable amount of goodwill is estimated with reference to the cash-generating unit (CGU), since goodwill is not able to generate cash flows independently from an asset. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows from continuing use which are largely independent of the cash inflows from other assets or groups of assets, which the Group is able to recognise separately in its management reporting system. For the 2010 financial statements, the impairment test was again carried out in a complex environment characterised by continuing uncertainty and unpredictable future developments in the global scenario. Share prices have now bounced back from the lows seen in March 2009, but are still far from pre-crisis levels. In this context, MPS shares are around 50% higher than the low reached on 9 March 2009, with market prospects of further growth (by approx. 20%) in the medium-term (12 months) with respect to current stock market prices (83% of analysts covering BMPS shares maintain a buy/neutral outlook). However, in the current market scenario, banking stocks in general are suffering from continuing macroeconomic uncertainty, a number of factors which will significantly impact the banking business over the next few years (including transition to Basel III) and a persistently low level of spreads in lending. In this environment, 200 Notes to the consolidated financial statements - Part B – Consolidated balance sheet market prices and the multipliers which derive from them cannot fully reflect the value of listed companies based on future growth opportunities and the ability to create sustainable value over the medium term. In a market such as this it is also important to make a distinction between impairment losses which are essentially endogenous and affect only a few business sectors, and impairment losses that are primarily exogenous (and so generated by the current financial crisis) and tend to affect all business sectors. As part of the impairment test process, the Group's economic and financial projections were made for 2011-2015. The new projections were prepared over a five-year forecasting period, as provided for by IAS 36, taking into account the circumstances of the new macroeconomic scenario and 'industrial' actions , already approved and being implemented by the Group. The impairment test was therefore carried out taking into account the 2011-2015 economic and financial projections previously approved by the parent company‘s Board of Directors. In accordance with IAS 36 and considering the aforementioned considerations, the impairment test carried out on goodwill as shown in the Group‘s consolidated financial statements at 31 December 2010 made provision for the following: 1. 2. 3. 4. 5. Identification of goodwill. Identification of cash-generating units and allocation of goodwill to the cash-generating units identified. Determination of the recoverable amount of cash-generating units. Sensitivity analysis of the results of the impairment test compared with changes in the underlying assumptions. Conclusions. 1. Identification of goodwill The impairment test was carried out on goodwill reported in the financial statements of the MPS Group at 31 December 2010, equivalent to € 6,473.8 mln, considering that no other intangible assets with an indefinite useful life were present. Compared with 2009, goodwill has been reduced by around EUR 145.7 mln, due to disposal of banking business to the Carige Group and Cassa di Risparmio di Firenze in 2010. 2. Identification of cash-generating units and allocation of goodwill to the cash-generating units identified According to IAS 36, each unit or group of units to which goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes and should not be larger than an operating segment as defined by IFRS 8 (―Operating Segments‖). As for the impairment test at 31 December 2009, the Group‘s goodwill was tested by identifying those units into which the Group‘s operations can be separated and analysing the cash flows that these will be able to generate in future years, based on an approach consistent with segment reporting at the balance sheet date, which in turn reflects management reporting. For the purpose of primary reporting of income/balance-sheet data, the Group has adopted a business approach opting for results to be broken down by the business sectors in which the Group operates: Consumer Banking (Retail and Private Customers), Corporate Banking (Corporate Customers) and the Corporate Centre (residual central operations). The Group‘s performance and planning development are monitored based on a model that splits the business into these various operating segments. Accordingly, five cash-generating units have been identified in a line of continuity and consistency with the achievements ofthe previous financial year: 1. “CGU - MPS Consumer Banking”, composed of: retail customers from BMPS branches, Consum.it and Banca Popolare di Spoleto; typically private customers of BMPS branches and other private clients from other Group entities; 2. “CGU - MPS Corporate Banking”, composed of typically corporate clients of BMPS branches, foreign branches, Key Clients, MPS Leasing & Factoring, MPS Capital Services, MP Belgium and MP Banque. 3. “CGU - BAV Consumer Banking”, composed of: retail customers from 378 BAV branches; customers from 7 BAV private banking centres. 4. “CGU - BAV Corporate Banking”, composed of clients from 23 BAV corporate banking centres. 5. “CGU - Cassa di Risparmio di Biella e Vercelli (―Biverbanca‖)”, composed of Biverbanca. 201 Notes to the consolidated financial statements - Part B – Consolidated balance sheet The process of allocating goodwill to individual cash-generating units was carried out in 2008 taking into account the effects of the acquisition of Banca Antonveneta and synergies arising from business combinations. Goodwill tested for impairment in consolidated financial statements: 6,474 (in EUR/mln, amounts rounded off) Goodwill related to MPS CGUs: 4,850 1. CGU Consumer Banking 2. CGU Corporate Banking Goodwill allocated: 4,845 Goodwill allocated: 5 (*) Goodwill related to BAV CGUs: 1,383 (**) 3. BAV Consumer Banking 4. BAV Corporate Banking Goodwill allocated: 1,027 Goodwill allocated: 356 5. CGU Biverbanca Goodwill allocated: 241 (***) (*) The goodwill of CGU Corporate Banking is relatively insignificant since it incurred an impairment loss of € 150 mln in 2008. (**) Reduction in goodwill with respect to 31 December 2009 (Euro 34 mln) due to the spin-off of banking business from BAV a Biverbanca. (**) Increase in goodwill with respect to 31 December 2009 (Euro 34 mln) due to the spin-off of banking business from BAV a Biverbanca. To establish whether corporate assets which cannot be allocated on a reasonable and consistent basis to the cash-generating units identified have been impaired, an estimate has been made of the recoverable amount of the Group as a whole. IAS 36 in fact states that if a corporate asset cannot be allocated on a reasonable and consistent basis to the cash-generating unit identified, it must be tested by identifying the smallest group of cashgenerating units – a sort of ―higher‖ cash-generating unit – to which it can be allocated. In this case, the higher cash-generating unit has been identified as the Group as a whole. 3. Determination of the recoverable amount of the cash-generating units The Group‘s goodwill at 31 December 2010 was tested for impairment by identifying the recoverable amount of the individual cash-generating units as the value in use. The recoverable amount of the MPS Group and cash-generating units was determined partly with the support of a leading consultant. The recoverable value of the CGUs was estimated by discounting future distributable cash flows. In order to test corporate assets, an estimate was made of the recoverable amount of the Group as a whole (identified as the value in use) through the discounting of future distributable cash flows, considering that in the current market, penalised by non-structural factors and the high level of forecasting uncertainty, fair value does not fully reflect the structural profitability and benefits of the industrial measures implemented. To determine the recoverable amount, reference is made to the Group‘s 2011-2015 economic and financial projections (and the CGUs identified). 43. These projections were prepared on a like-for-like basis considering 2010 preliminary results, 2011 budgeting data and the new market scenario for the period up to 2015 drawn up in February 2011 on the basis of internal and external sources, including forecasts by leading econometric analysis institutes (ERC, IMF, Prometeia, Bank of Italy) and actions already approved and being implemented by the Group. For the purpose of determining the recoverable amount, account was taken of the effects of the Purchase Price Allocation in relationwith the acquisition of Banca Antonveneta and Biverbanca as well as of the capital contribution allocated to individual cash-generaing units. 43 202 Notes to the consolidated financial statements - Part B – Consolidated balance sheet The main underlying assumptions of the Group‘s 2011-2015 economic and financial projections are shown in the table below: Turnover and income trends CAGR 2011- 2015 Total lending to customers +4.9% Total funding +5.3% Assets under management +9.0% Net operating income +23.7% Profitability indicators 2011B(*) 2015F(**) Euribor 1.1% 3.5% Mark down 0.57% 1.20% Mark up 1.63% 1.61% Cost / Income 57.9% 44.7% (*) Budget (**) Forecast The 2011-2015 economic and financial projections of the CGUs identified were based on assumptions consistent with the 2011-2015 economic and financial projections of the MPS Group. CGUs The recoverable amount of the cash-generating units and of the Group was determined by discounting future distributable cash flows, based on the following formula: W Ft n t 1 (1 i) t VTa where: Ft = cash flows potentially distributable to shareholders over the selected time horizon based on the economic and financial projections made, maintaining a satisfactory level of capitalisation. i = discounting rate represented by the cost of risk capital (ke). VTa = present terminal value (―Terminal Value‖) calculated as the value of a perpetual yield estimated based on an economically sustainable normalised cash flow consistent with the long-term growth rate (―g‖). For an estimate of distributable cash flows, reference was made to the Group‘s 2011-2015 economic and financial projections (and the CGUs identified). To discount cash flows distributable to shareholders the cost of risk capital was used, equivalent to the return on equity required by investors/shareholders for investments with similar risk characteristics. This rate was estimated using the Capital Asset Pricing Model (―CAPM‖), based on the following formula: ke = Rf + Beta * (Rm-Rf) where: Rf = the risk-free rate, equivalent to the return on risk-free investments identified as the average yield of 10-year Treasury bonds issued by the Italian government, or around 4.1% (source: Bloomberg). Beta = correlation factor between effective share performance and total performance of the reference market (measurement of the volatility of a stock relative to the market), equivalent to 0.98 (for BMPS beta, source: Bloomberg) Rm - Rf = risk premium required by the market, usually considered to be 5.0%. The Terminal Value was determined based on the following formula: VT = normalised distributable cash flow / (ke – g) where g is the long-term growth rate. The recoverable value was determined based on the parameters identified together with the consultant and which represented the actual level of risk/return for the individual cash-generating unit. Specifically, the valuation parameters used were based on the following assumptions: capital ratio: for the test to determine the recoverable amount of the entire Group, an objective supervisory ratio was used (Common Equity/Core Tier 1) in line with the temporary requirements set forth by the new supervisory regulations of Basel 3 (from 6.5% in 2010 to 7.0% in 2019). For Biverbanca, in view of the fact that the CGU is a consolidated legal entity within a banking group, a 25% reduction in RWAs was considered while maintaining the objective supervisory ratio in line with the temporary requirements set forth by the new supervisory regulations of Basel 3 (from 8% in 2010 to 10.5% in 2019)44. For other cash-generating units, a target capital coverage ratio of 8% was used in order to meet the entire capital needs of the CGU. 44 Having no supplementary instruments, Biverbanca's Core Tier 1/Common Equity coincides with its Total Capital ratio. 203 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Cost of capital (ke): for the test to determine the recoverable amount of the entire Group, a ratio was used of 9.0%. When testing the recoverable amount of individual cash-generating units at consolidated level, the ratios were determined using estimates that reflect their specific risk. To discount cash flows distributable to shareholders a cost of risk capital of 8.7% was used, estimated on the basis of the beta factor of a sample of comparabl small-medium sized banks listed on the the Italian Market Long-term growth rate (g): it was estimated at 2% based on forecasts of leading econometric institutions (ERC, IMF, Prometeia). The main parameters used to determine the recoverable amount of cash-generating units are shown below. CGU Measurement criteria In EUR/mln (amounts rounded off) ke g Capital ratio MPS Consumer 9.0% 2.0% 8.0% MPS Corporate 10.0% 2.0% 8.0% BAV Consumer 9.0% 2.0% 8.0% BAV Corporate 10.0% 2.0% 8.0% Biverbanca (60.4%) 8.7% 2.0% 8.0%-10.5% 4. Sensitivity analysis of the results of the impairment test compared with changes in the underlying assumptions. In order to better assess the sensitivity of impairment test results in relation to changes in the underlying assumptions, certain sensitivity analyses were carried out based on the following: for cash-generating units and for the Group, a more negative macroeconomic scenario than the one illustrated in the 2011-2015 economic/financial projections; for CGUs and the Group, a change in the discount rate (+0.3%). The following table shows the results of the sensitivity analysis of cash-generating units, expressed in terms of the difference between the recoverable amount and the carrying amount in absolute terms and in percentage terms. Sensitivity analysis Change in recoverable value vs. carrying value (consolidated) In EUR/mln (amounts rounded off) Scenario analysis Discount rate Absolute value % Absolute value % CGU - MPS Consumer 2,322 29.9% 3,121 40.2% CGU - MPS Corporate 1,869 40.5% 2,210 47.9% CGU - BAV Consumer 27 2.0% 141 10.4% CGU - BAV Corporate 23 2.6% 35 4.0% CGU - Biverbanca (60.4%) -29 -6.5% -3 -0.7% At Group level, the valuation and sensitivity analysis carried out show that the Group‘s recoverable amounts are not less than the carrying amount. 204 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Finally, an analysis was carried out of the threshold level of Ke for tests on individual cash-generating units, the results of which are summarised in the following table: Threshold discount rate CGU - MPS Consumer 11.8% CGU - MPS Corporate 13.8% CGU - BAV Consumer 10.0% CGU - BAV Corporate 10.6% CGU - Biverbanca (59%) 9.0% 5. Conclusions Impairment test results show that the recoverable amounts of the cash-generating units identified are not less than the corresponding carrying amounts. Taking into account the analyses and evidence described above, no value adjustment was made to consolidated goodwill. For assessment purposes, it should be noted that, as was previously pointed out, the market price of BMPS was not considered since, under current market conditions (affected as they are by non-structural factors and by the high level of forecasting uncertainty), the price does not fully reflect the structural profitability profile and benefits of the industrial measures implemented. In the current market scenario, banking stocks in general are suffering from continuing macroeconomic uncertainty, a number of factors which will significantly impact the banking business over the next few years (including transition to Basel III) and a persistently low level of spreads in lending. In this environment, market prices and the multipliers which derive from them cannot fully reflect the value of listed companies based on future growth opportunities and the ability to create sustainable value over the medium term. 205 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 13.2 Intangible assets: annual changes (in tho usands o f EUR) Other intangible assets: generated internally Other intangible assets: other Total Total 31 12 2010 31 12 2009 Goodwill indefinite life finite life A Opening balance A.1 Total net decreases A.2 Net opening balance B. Increases indefinite life finite life 6.769.479 5.224 - 1.706.834 - 8.481.537 8.473.989 150.000 4.543 - 665.365 - 819.908 708.057 6.619.479 681 - 1.041.469 - 7.661.629 7.765.932 - 202.136 - 202.136 131.964 - B.1 Purchases - Business combinations - - - - 196.404 - 196.404 126.650 - - - - - - - B.2 Increases in internally generated intangible assets x - - - - - - B.3 Write-backs x - - - - - - - - - - - - B.4 Increases in fair value - - to net equity x - - - - - - - to profit and loss x - - - - - - B.5 Positive exchange differences - - - 45 - 45 - B.6 Other increases - - - 5.687 - 5.687 5.314 145.700 681 - 165.083 - 311.464 236.267 145.700 - - 8.333 - 154.033 65.953 145.700 - - 3.282 - 148.982 - - - - 156.384 - 156.384 136.963 - - 155.950 - 155.950 135.605 - - 434 - 434 1.358 - - - - - - - - - 434 - 434 - - - - - - - - C. Decreases C.1 Sales - Disposals and one-off transactions C.2 Write-downs - Depreciation x - Write-downs + net equity x + profit and loss C.3 Decreases in fair value - to net equity x - - - - - - - to profit and loss x - - - - - - C.4 Transfers to non-current assets held for sale - - - - - - - C.5 Negative exchange differences - - - - - - - C.6 Other decreases - 681 - 366 - 1.047 33.351 IFRS5 "Discontinuing operations" - - - (688) - (688) - 6.473.779 - - 1.077.834 - 7.551.613 7.661.629 150.000 - - 809.525 - 959.525 819.908 6.623.779 - - 1.887.359 - 8.511.138 8.481.537 - - - - - - - D. Net closing balance D.1 Total net value adjustments E. Gross closing balance F. Carried at cost Line A.1, "Total net decreases", and line D.1, "Total net value adjustments", show the opening and closing balances for total amortisation recorded for intangible assets with a finite life. Line "C.1 Sales‖ features, in the ―Goodwill‖ column, derecognition following the disposal of banking business to the Carige Group (22 branches, goodwill derecognised for an amount of EUR 55.3 mln) and Cassa di Risparmio di Firenze (50 branches, goodwill derecognised for an amount of EUR 90.4 mln). Line C.2 "Write-downs" in the ―Other intangible assets: other – finite life‖ column, mainly consists of the depreciation charge for the period relating to intangibles recognised following the acquisition of Banca Antonveneta S.p.A. and subsidiary Biverbanca. Line F - "Carried at cost" has been left blank, as per Bank of Italy's instructions, as this only needs to be completed for assets accounted for at fair value. 206 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 13.3 Intangible assets: depreciation rates residual Main categories of intangible assets % depreciation period Software 20% - 50% Concessions and other licenses 10% - 20% Banca Antonveneta S.p.a. trademark 10,00% 7 Core deposits - current accounts 8,33% - 9,10% 8-9 Core deposits - deposits 6,70% - 7,14% 11 - 12 Core overdrafts 8,33% - 9,10% 8-9 11,10% 6 Assets under management Intangible assets recognised during the purchase price allocation of Banca Antonveneta S.p.A. and Biverbanca S.p.a. are all finite-life and therefore depreciated based on their expected useful life. At 31 December 2010, there were no: revalued intangible fixed assets; intangible fixed assets acquired through government concessions (IAS, par. 44); intangible fixed assets offered as loan collaterals; commitments to purchase intangible assets. 207 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 14 – Tax Assets and Liabilities – Item 140 (Assets) and Item 80 (Liabilities) 14.1 Deferred tax assets: breakdown (in tho usands o f EUR) Items/Amounts Receivables (including securitisations) Total Total 31 12 2010 31 12 2009 908.109 833.732 42.970 79.962 2.133.006 2.112.937 Multi-annual costs 13.579 13.647 Tangible and intangible assets 16.944 14.893 132 352 Personnel expenses 30.155 38.423 Tax losses 25.904 10.658 Other 632.882 662.753 Financial instruments - valuation reserves 479.383 138.082 4.283.064 3.905.439 169.185 147.690 4.113.879 3.757.749 Other financial instruments Goodwill Corporate entertainment expenses Deferred tax assets (gross) Offsetting with deferred tax liabilities Deferred tax assets (net) Deferred tax assets in the ―Receivables‖ line include tax assets for value adjustments which were not deducted in prior years since they exceeded the limit indicated in Article 106 of the Income Tax Act (TUIR). Such adjustments will be deductible in subsequent periods on the basis of the straight-line (1/18th) method. ―Goodwill‖ includes tax assets recognised following tax deduction, pursuant to article 15 of Legislative Decree No 185/2008, for goodwill from the Parent Company's mergers by absorption of Banca Agricola Mantovana S.p.A. and Banca Antonveneta S.p.A. in 2008, and the transfer of banking business from the parent company to Nuova Banca Antonveneta, completed on 1 January 2009. Compared with the 2009 balance, this item registered an increase which was mainly due to tax deduction of the residual portion (50%) of goodwill originated by the afore-mentioned transaction in 2009, net of deduction of the first ninth of goodwill amortisation recognised by the Parent Company in the transaction of 2008. The line ―Financial instruments – valuation reserves‖ includes tax assets relating to cash flow hedge derivatives, financial instruments classified in portfolios of available-for-sale financial assets and those originally in the portfolio of available-for-sale financial assets and reclassified in 2008 in the portfolio of 'loans and advances to customers' and 'loans and advances to banks'. The increase as compared with the 2009 balance is mainly attributable to negative fair value changes in debt securities (government securities), classified in the portfolio of 'available for sale assets' posted to net equity. The line ―Other‖ includes tax assets relating to other cases, such as those recognised on provisions for risks and charges in respect of deductible costs. 14.2 Deferred tax liabilities: breakdown (in tho usands o f EUR) Items/Amounts Capital gains to be divided into installments Total Total 31 12 2010 31 12 2009 80.998 282 397 4.848 Tangible and intangible assets 39.788 40.595 Financial instruments 25.308 27.471 5.254 5.885 Other 35.990 32.843 Financial instruments - valuation reserves 86.604 146.932 274.339 258.856 169.185 147.690 105.154 111.166 Goodwill Personnel expenses Deferred tax liabilities (gross) Offsetting with deferred tax assets Deferred tax liabilities (net) 208 Notes to the consolidated financial statements - Part B – Consolidated balance sheet The increase in taxes for "Capital gains to be divided into installments" is primarily associated to the effect of the option set out in art. 86, par. 4 of the Income Tax Act (TUIR) which provides for payment in installments of the capital gains arising from the banking business disposed of by the Parent Company in the first half of 2010. The line ―Financial instruments – valuation reserves‖ includes the tax liability relating to financial instruments classified in the portfolio of 'available-forsale financial assets' and cash flow hedge derivatives. 14.3 Deferred tax assets: annual changes (with offsetting entry to profit and loss) (in tho usands o f EUR) 1. Opening balance Total Total 31 12 2010 31 12 2009 3.732.468 3.463.748 570.059 592.446 434.145 539.237 a) relating to previous years - 1.124 b) due to changes in accounting principles - - c) write-backs - - 434.145 538.113 - 5.460 135.914 47.749 512.764 323.726 - - 395.473 170.905 395.473 169.322 b) write-downs of non-recoverable items - - c) changes in accounting principles - - d) other - 1.583 - - 117.291 152.821 (1) - 2. Increases 2.1 Deferred tax assets arising during the year d) other 2.2 New taxes or increases in tax rates 2.3) Other increases 3. Decreases Disposals and one-off transactions 3.1 Deferred tax assets derecognised during the year a) reversals 3.2 Reduction in tax rates 3.3 Other decreases IFRS5 "Discontinuing operations" 4. Closing balance 3.789.762 3.732.468 The table illustrates the tax assets that will be absorbed in subsequent periods with an offsetting entry to profit and loss. Among the main 'Deferred tax assets arising during the year' € 226.7 mln relates to the partial deduction of goodwill recognised by Banca Antonveneta following the transfer of banking business by the parent company in 2009. The remainder is mainly due to taxes arising from the writedown of loans exceeding the deductible threshold for the period and taxed provisions to the reseve for risks and charges made during the year. "Deferred tax assets derecognised during the year" include EUR 203.9 mln arising from amortisation of goodwill recognised in relation to the mergers by absorption of former Banca Agricola Mantovana S.p.a. and former Banca Antonveneta S.p.a. by the Parent Company in 2008; the use in 2010 of funds taxed in previous years and the write-down of loans (in eighteenths) carried over from previous periods, for the portion deductible in 2010. "Other decreases" in line 3.3 includes derecognition of tax positions in relation to the disposal of banking business to the Carige group and Cassa di Risparmio di Firenze. 209 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 14.4 Deferred tax liabilities: annual changes (with offsetting entry to profit and loss) (in tho usands o f EUR) 1. Opening balance Total Total 31 12 2010 31 12 2009 109.906 104.163 94.580 24.094 - - 75.623 10.954 a) relating to previous years - 273 b) due to changes in accounting principles - - 75.623 10.681 - - 18.957 13.140 16.884 18.351 - - 10.471 12.857 10.471 10.877 b) due to changes in accounting principles - - c) other - 1.980 - - 6.413 5.494 - - 187.602 109.906 2. Increases Business combinations 2.1 Deferred tax liabilities arising during the year c) other 2.2 New taxes or increases in tax rates 2.3 Other increases 3. Decreases Disposals and one-off transactions 3.1 Deferred taxes derecognised during the year a) reversals 3.2 Reduction in tax rates 3.3 Other decreases IFRS5 "Discontinuing operations" 4. Closing balance This table illustrates the tax liabilities which will be absorbed in subsequent years with an offsetting entry to profit and loss. "Deferred tax liabilities arising during the year‖, mainly relates to capital gains arising from the banking business disposed of by the Parent Company to the Carige Group and Cassa di Risparmio di Firenze in 2010, in respect of which payment of taxes in five installments will be opted for at the time of tax return preparation. "Other increases" in line 2.3 includes the appropriation for tax liabilities in relation to the capital gain arising from the disposal of banking business by the Parent Company in 2009, in respect of which payment of taxes in five installments was opted for at the time of tax return preparation in 2009. 210 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 14.5 Deferred tax assets: annual changes (with offsetting entry to equity) (in tho usands o f EUR) Total Total 31 12 2010 31 12 2009 1. Opening balance 172.970 185.793 2. Increases 361.723 59.918 - - 351.876 33.872 a) relating to previous years - 1.263 b) due to changes in accounting principles - - 351.876 32.609 - - 9.847 26.046 41.391 72.741 34.535 48.459 34.535 48.252 b) write-downs of non-recoverable items - - c) due to changes in accounting principles - - d) other - 207 - - 3.3 Other decreases 6.856 24.282 4. Closing balance 493.302 172.970 Business combinations 2.1 Deferred tax assets arising during the year c) other 2.2 New taxes or increases in tax rates 2.3 Other increases 3. Decreases 3.1 Deferred tax assets derecognised during the year a) reversals 3.2 Reduction in tax rates Changes mainly relate to taxes recognised on the change in equity reserves relating to financial instruments classified in portfolios of 'available-for-sale financial assets', in addition to cash flow hedge derivatives. Deferred tax assets arising during the year mainly refers to negative fair value changes posted to the reserve for bonds (Government securities) classified in portfolios of 'available-for-sale financial assets'. 211 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 14.6 Deferred tax liabilities: annual changes (with offsetting entry to equity) (in tho usands o f EUR) 1. Opening balance Total Total 31 12 2010 31 12 2009 148.951 84.994 28.149 113.455 - - 20.284 92.284 a) relating to previous years - - b) due to changes in accounting principles - - 20.284 92.284 - - 7.865 21.171 90.287 49.498 87.268 6.343 87.268 6.251 b) due to changes in accounting principles - - c) other - 92 2. Increases Business combinations 2.1 Deferred tax liabilities arising during the year c) other 2.2 New taxes or increases in tax rates 2.3 Other increases 3. Decreases 3.1 Deferred tax liabilities derecognised during the year a) reversals 3.2 Reduction in tax rates 3.3 Other decreases IFRS5 discontinuing operations - - 3.019 43.155 (76) 4. Closing balance 86.737 148.951 Changes mainly relate to taxes recognised on the change in equity reserves relating to financial instruments classified in portfolios of 'available-for-sale financial assets', in addition to cash flow hedge derivatives. Derecognised tax liabilities for the year mainly relates to bonds classified in portfolios of 'available-for-sale financial assets'. 212 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 14.7. Other information Current tax assets (in tho usands o f EUR) Items/Amounts Total Total 31 12 2010 31 12 2009 Prepayments of corporate income tax (IRES and IRAP) 130.808 154.903 Other tax credits and withholdings 677.288 742.118 808.096 897.021 138.187 277.725 669.909 619.296 Gross current tax assets Offsetting with current tax liabilities Net current tax assets Current tax liabilities (in tho usands o f EUR) 31 12 2010 Items/Amounts Corporate income tax (IRES) payables Other current income tax payables Gross current tax payables Offsetting with current tax assets Net current tax payables Booked to Booled to net equity profit & loss (764) (764) 362 (1.126) 31 12 2009 Booked Total equity 258.273 257.509 9.403 9.403 267.676 266.912 137.825 138.187 129.851 128.725 213 to net Booled to profit & loss Total (2.441) 367.992 365.551 1.304 141.129 142.433 509.121 507.984 273.732 277.725 235.389 230.259 (1.137) 3.993 (5.130) Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 15 – Non-current assets and disposal groups held for sale and associated liabilities – Item 150 (assets) and 90 (liabilities) 15.1 Non-current assets and disposal groups held for sale: breakdown by type of asset (in tho usands o f EUR) Total Total 31 12 2010 31 12 2009 A. Individual assets A.1 Financial assets - - A.2 Equity investments - - A.3 Tangible assets 95.997 129.165 A.4 Intangible assets - - A.5 Other non-current assets - - Total A 95.997 129.165 B. Asset groups (discontinued operations) B.1 Financial assets held for trading - - B.2 Financial assets designated at fair value - - B.3 Financial assets held for sale 278 - B.4 Financial assets held to maturity - - B.5 Loans and advances to banks 10.414 - B.6 Loans and advances to customers 41.456 - B.7 Equity investments - - B.8 Tangible assets 120 - B.9 Intangible assets 688 - 12.819 - B.10 Other assets Total B 65.775 - C. Liabilities associated with individual assets held for sale C.1 Payables - - C.2 Securities - - C.3 Other liabilities - - Total C - - D. Liabilities included in disposal groups held for sale D.1 Deposits from banks D.2 Customer accounts 19 - 207.547 - D.3 Securities in issue - - D.4 Financial liabilities held for trading - - D.5 Financial liabilities designated at fair value - - D.6 Provisions 1.922 - D.7 Other liabilities 3.912 - Total D 213.400 - Individual assets held for sale include buildings owned by the subsidiary MPS Immobiliare worth € 96 mln. The carrying amount is less than the estimated realisable value. Following transactions under way as at 31.12.2010 which will lead to the 100% disposal of subsidiary Monte Paschi Monaco S.A.M.and loss of control of MPS Venture SGR S.p.a., the latter entities were considered as disposal groups held for sale. As a result, data referring to assets and liabilities, net of intragroup relations, were considered as held for sale at 31/12/2010. Line B10 "Other assets" includes EUR 7.8 mln in "Cash and cash equivalents at end of period". 214 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 15.2. Other information At 31 December 2010 asset groups pertaining to subsidiaries MPS Venture SGR S.p.a. and Monte Paschi Monaco S.A.M. were reclassified as―Non-current assets and disposal groups held for sale". 15.2.1 Operations with external counterparties not classified under IFRS5 in 2009 Disposal of bank branches – rules set forth by the Italian Antitrust authority The acquisition of Antonveneta was approved by the Italian Antitrust Authority with regulation no. 18327 of 7 may 2008 on condition that certain branches be disposed of in areas with footprint exceeding the limits set out in current legislation on competition-related issues. With a provision set forth on 29 January 2009, the terms of disposal were amended in the wake of the financial crisis which slowed down the asset disposal process compared to the original schedule. Disclosure is now given of developments in the disposal of banking business represented by bank branches. On 31 May and 14 June 2010, the Parent Company made effective the final agreements with Gruppo Carige and Cassa di Risparmio di Firenze S.p.a. for the disposal of banking business respectively consisting in 22 and 50 branches located in Tuscany (69) and Lazio (3). This disposal led to a gross capital gain of EUR 166 mln, net of EUR 145.7 mln of reduction in goodwill for these branches. Disposal of the investment in Prima Holding S.p.A. On 30 December 2010, after having obtained the approval of the relevant supervisory authorities,the Parent Company finalised a deal for asset management reorganisation, consisting in the disposal to Asset Management Holding S.p.a. of the associate interest previously held by the Bank in Prima Holding S.p.a. and the purchase of a 22.24% share in the acquiring entity by the Parent Company. The transaction, involving Banca Popolare di Milano and Clessidra SGR in addition to the Parent Company, has resulted in the creation of the largest independent asset management player in Italy, with over EUR 40 bln worth of assets managed. The company Asset Management Holding S.p.a. has 100% control over Prima SGR and Anima SGR; the company's capital is held directly and indirectly through Prima Holding 2 S.p.a. by the Parent Company (23.44%), the Banca Popolare di Milano Group (36.30%), Clessidra SGR (38.11%) and Banca Etruria S.p.a. and Banca Finnat S.p.a. (minority holdings). The project is a move towards greater operating efficiency by taking full advantage of potential synergies between the two entities and the imminent creation of a single company by combining Prima SGR and Anima SGR. The new entity will act as an independent centre of production of asset management products and services in support of the various distribution networks, servicing more than 150 market operators (banking networks and networks of financial consultants), including two banking networks of national importance (BMPS and BPM) with more than 3,800 branches. 15.3 Details of investments in companies subject to significant influence not valued at equity This table has not been completed since the Group has no investments in companies subject to significant influence not valued at equity either for the current year or for the previous year. 215 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 16 – Other assets – Item 160 16.1 Other assets: breakdown (in tho usands o f EUR) Total Total 31 12 2010 31 12 2009 Tax credits from the Revenue and other tax levying authorities 410.106 536.590 Third party cheques held at the cashier's for collection 338.478 392.926 5.032 13.596 Cheques drawn on the Company held at the cashier's for collection Gold, silver and precious metals 76 251 35.112 27.135 Items in transit between branches 203.783 265.581 Items in processing 957.504 1.912.218 Receivables associated with the provision of goods and services 49.389 38.092 Improvements and incremental costs on third party assets other than those included under tangible assets 17.872 6.177 409.453 517.860 3.780 4.568 Property inventory Prepaid expenses and accrued income not attributable to a separate account Biological assets Other 2.374.152 2.513.508 Total 4.804.737 6.228.502 The lines ―Items in processing‖ and ―Other‖ include transactions which were completed in early 2010. 216 Notes to the consolidated financial statements - Part B – Consolidated balance sheet LIABILITIES Section 1 – Deposits from banks – Item 10 1.1 Deposits from banks: breakdown (in tho usands o f EUR) Type of transaction / Group item Total Total 31 12 2010 31 12 2009 1. Deposits from central banks 14.330.704 9.002.458 2. Deposits from banks 14.003.732 13.755.285 2.1 Current accounts and demand deposits 3.749.944 3.292.504 2.2 Time deposits 1.509.950 3.910.433 2.3 Loans 8.341.402 6.131.372 2.3.1. Repurchase agreements 5.353.242 4.465.255 2.3.2 Other 2.988.160 1.666.117 - - 402.436 420.976 Total 28.334.436 22.757.743 Fair Value 28.335.819 22.763.658 2.4 Liabilities for commitments to repurchase own equity instruments 2.5 Other liabilities Deposits from central banks at 31/12/2010 mainly consist of: lending transactions for an amount of EUR 11,506.1 mln with the Bank of Italy in the context of the Eurosystem, backed by a pool of securities pledged by the Bank . advances from central foreign banks for an amount of EUR 2,390 mln. The line ―Repurchase agreements‖ contains the financial liabilities arising from repurchase transactions with banks on securities recognized as financial assets and on securities made available through reverse repurchase transactions. 1.2 Detail of Account 10 "Deposits from banks": subordinated liabilities (in tho usands o f EUR) Type/Item ABN AMRO Bank Subordinated Loan A. Issue Date 10/10/06 Maturity Date Currency 10/10/16 Eur Rate Balance Balance 31 12 2010 31 12 2009 variabile Total 403.388 403.789 403.388 403.789 For prudential purposes this borrowing, as an innovative capital instrument, counts as supplementary capital (see Section 2, Capital requirements and capital ratios in Part F of these notes to the financial statements). 1.3 Detail of Account 10 "Deposits from banks": structured liabilities This table has not been completed since the Group has no liabilities of this kind either for the current year or for the previous year. 1.4 Deposits from banks: liabilities subject to micro-hedging This table has not been completed since the Group has no liabilities of this kind either for the current year or for the previous year. 1.5 Amounts payable under finance leases This table has not been completed since the Group has no liabilities of this kind either for the current year or for the previous year. 217 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 2 – Customer accounts– Item 20 2.1 Customer accounts: breakdown (in tho usands o f EUR) Type of transaction / Group item Total Total 31 12 2010 31 12 2009 1. Current accounts and demand deposits 65.773.530 65.700.647 3.291.639 4.588.331 26.899.153 18.346.674 18.741.067 13.892.500 8.158.086 4.454.174 - - 1.805.243 2.497.168 Total 97.769.565 91.132.820 Fair Value 97.769.565 91.132.820 2. Time deposits 3. Loans 3.1 Repurchase agreements 3.2 Other 4. Liabilities for commitments to repurchase own equity instruments 5. Other liabilities Customer accounts are valued at cost or at amortised cost, except for liabilities subject to micro-hedges as indicated in Table 2.4 of this section. The line ―Repurchase agreements‖ contains the financial liabilities arising from repurchase transactions with customers on securities recognized as financial assets and on securities made available through reverse repurchase transactions. 2.2 Detail of Account 20 "Customer accounts": subordinated liabilities This table has not been completed since the Group has no liabilities of this kind either for the current year or for the previous year. 2.3 Detail of Account 20 "Customer accounts": structured liabilities This table has not been completed since the Group has no liabilities of this kind either for the current year or for the previous year. 2.4 Detail of Account 20 “Customer accounts”: liabilities subject to micro-hedging (in tho usands o f EUR) Type of transaction / Amount 1. Liabilities subject to micro-hedging of fair value: Total Total 31 12 2010 31 12 2009 72.844 69.088 72.844 69.088 b) exchange risk - - c) multiple risks - - - - a) interest rate risk - - b) exchange risk - - a) interest rate risk 2. Liabilities subject to micro-hedging of cash flows: c) other Total - - 72.844 69.088 This table contains a breakdown of Table 2.1 and shows the carrying amount of two borrowings subject to a fair value hedge on the interest-rate risk. The carrying amount corresponds to the amortised cost adjusted by changes in fair value for the specific risk hedged. 218 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 2.5 Amounts payable under finance leases This table has not been completed since the Group has no liabilities of this kind either for the current year or for the previous year. 219 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 3 – Debt securities in issue – Item 30 3.1 Debt securities in issue: product breakdown (in thousands of EUR) Type of Securities/ Amounts Total Total 31 12 2010 31 12 2009 Fair Value Level 1 Level 2 Level 3 Fair Value Book value Book value Total Level 1 Level 2 Level 3 Total A . Lis t e d s e c urit ie s 1. B o nds 1.1Structured 1.2 Others 2, Other securities 2.1Structured 2.2 Others T o tal 31.080.108 14.957.878 16.301.806 - 31.259.684 33.603.175 11.430.463 22.771.093 - 34.201.556 37.219 - 37.109 - 37.109 29.637 - 29.637 - 29.637 31.042.889 14.957.878 16.264.697 - 31.222.575 33.573.538 11.430.463 22.741.456 - 34.171.919 4.166.609 - 4.208.386 - 4.208.386 8.955.909 - 9.039.478 - 9.039.478 - - - - - - - - - - 4.166.609 - 4.208.386 - 4.208.386 8.955.909 - 9.039.478 - 9.039.478 3 5 .2 4 6 .7 17 14 .9 5 7 .8 7 8 2 0 .5 10 .19 2 - 3 5 .4 6 8 .0 7 0 4 2 .5 5 9 .0 8 4 11.4 3 0 .4 6 3 3 1.8 10 .5 7 1 - 4 3 .2 4 1.0 3 4 The table shows the funding represented by securities, which includes not only bonds but outstanding certificates of deposit and expired CDs to be repaid. Liabilities do not include bonds and repurchased CDs. The fair value column indicates the theoretical market value of the financial instruments at the balance sheet date. 3.1.a Debt securities in issue: details of structured liabilities (in tho usands o f EUR) Item/Amount Total Total 31 12 2010 31 12 2009 Index Linked 19.742 29.637 Inflation 16.148 - Other 1.329 - Total 37.219 29.637 Table 3.1 is a breakdown of all structured securities, in which the derivative was separated and valued independently, by major types of securities issued. 3.1.b Fair value of derivatives embedded in structured securities in issue (in tho usands o f EUR) Items/Amounts Fair value of derivatives embedded in structured securities in issue Total Total 31 12 2010 31 12 2009 387 734 The table shows the fair value of derivatives embedded in structured securities which were separated from the host instrument and classified in the trading portfolio measured at fair value. For regulatory purposes, such derivatives are considered as part of the banking book and are not included in the trading portfolio for regulatory purposes, except where they are actually held for trading. 220 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 3.2 Details of Account 30 "Debt securities in issue": subordinated securities Book value Currency Type Interest rate A) Tier I Capital Preferred Securities I^ Tr. 21/12/00 (a) EUR floating 79.295 79.944 A) Tier I Capital Preferred Securities II^ Tr. 27/06/01 (a) EUR floating 215.697 213.548 A) Tier I F.R.E.S.H. (Floating Rate Equitylinked Subordinated Hybrid) 30/12/03 (b) EUR floating 442.417 438.306 737.409 731.798 Name Regulatory Issue date Maturity date Total A) Tier I 31 12 2010 31 12 2009 B) Tier II Upper BMPS 4.875 SUB 2016 31/05/06 31/05/16 EUR fixed 772.304 764.385 B) Tier II Upper BMPS 5.75 SUB 2016 31/05/06 30/09/16 GBP fixed 231.007 226.741 B) Tier II Upper PASCHI SUB TV 08/18 15/05/08 15/05/18 EUR floating 2.161.657 2.163.447 3.164.968 3.154.573 C) Tier II Lower BC ANTONVE SUB TV 18 30/04/08 30/04/18 EUR floating 1.964 1.687 C) Tier II Lower BCA ANTONVE 02-12 TV 01/11/02 01/11/12 EUR floating 28.001 43.035 C) Tier II Lower BMPS TV 05/15 30/06/05 30/06/15 EUR floating - 344.640 C) Tier II Lower BMPS 7,44 08/16 30/06/08 30/12/16 EUR fixed 247.945 247.748 C) Tier II Lower BMPS SUB 7 09/19 04/03/09 04/03/19 EUR fixed 544.122 527.208 C) Tier II Lower BMPS TV 05/17 30/11/05 30/11/17 EUR floating 498.822 498.442 C) Tier II Lower BMPS TV SUB 08/18 31/10/08 31/10/18 EUR floating 125.464 109.958 C) Tier II Lower BMPS/BAM 17 SUB TV 29/06/07 29/06/17 EUR floating 5 4 C) Tier II Lower BMPSBAM 17STCLSB S43 14/12/07 14/12/17 EUR floating 56 50 C) Tier II Lower MPS 03/15 4,50 24/09/03 24/09/15 EUR fixed C) Tier II Lower MPS TV 05/18 20/12/05 15/01/18 EUR floating 137.338 C) Tier II Lower MPS 04/2020 FX 5 LT2 EUR 21/04/10 21/04/20 EUR fixed 506.384 - C) Tier II Lower MPS 09/2020 FX 5,6 EUR 09/09/10 09/09/20 EUR fixed 468.848 - C) Tier II Lower MPS Capital Services 30/09/03 30/09/13 EUR floating 4.216 5.620 C) Tier II Lower MPS Capital Services 30/09/03 30/09/13 EUR floating 207 263 C) Tier II Lower MPS Capital Services 22/12/03 22/12/13 EUR floating 16 20 C) Tier II Lower MPS Capital Services 30/06/05 30/06/15 EUR floating 1 2 C) Tier II Lower Banca Popolare di Spoleto 07/12/05 07/12/15 EUR floating 7.807 7.798 C) Tier II Lower Banca Popolare di Spoleto 15/04/08 15/04/18 EUR floating 2.128 2.140 C) Tier II Lower Banca Popolare di Spoleto 18/04/08 18/04/18 EUR floating 2.823 2.834 2.576.147 2.526.464 Total B) Tier II Upper Total C) Tier II Lower Total D) Tier III Total - 592.754 6.478.524 142.261 6.412.835 a) Securities are unredeemable. Only the parent company has the option of the total or partial redemption of notes. The option may respectively be exercised from 21 March 2011 and 27 September 2011. b) The amount relates to funding through the issue of the innovative equity instrument 'Floating Rate Equity-linked Subordinated Hybrid' (F.R.E.S.H.) by the vehicle ―MPS Preferred Capital II LLC‖. . The amount is reported net of the embedded derivative component, posted to own equity instruments, which has been classified under balance sheet liabilities in account 50, ―Equity instruments‖. For prudential purposes this issue, as an innovative capital instrument, counts as Tier 1 capital (see Section 2, Capital requirements and capital ratios in Part F of these notes to the financial statements). 221 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 3.3 Details of Item 30 "Debt securities in issue": securities subject to micro-hedging (in tho usands o f EUR) Type of transaction / Amount 1. Securities subject to micro-hedging of fair value: a) interest rate risk Total Total 31 12 2010 31 12 2009 11.680.889 9.554.677 11.680.889 9.554.677 b) exchange risk - - c) multiple risks - - 2.400.532 2.391.864 2.165.529 2.164.177 235.003 227.687 2. Securities subject to micro-hedging of cash flows: a) interest rate risk b) exchange risk c) other Total - - 14.081.421 11.946.541 The table shows outstanding securities which are subject to micro-hedging. As a result of cash flow hedging, the fair value of derivative contracts is posted to a specific equity reserve. 222 - - - - - 3.1.1Structured 3.1.2 Other 3.2 Other securities 3.2.1Structured 3.2.2 Other 223 X 1.3 Other - X 1.2 Fair value option (FVO) X X X X 2.3 Other Total B Total (A+B) 821.380 143.601 - - - - - 29.464.268 10.727.487 - - 1.106.091 1.106.091 388 3.406 9.617.602 9.621.396 18.736.781 - - - - - - - 16.893.321 1.843.460 Livello 2 FV - - - - - - - - - - 97.852 97.852 68.014 - - 68.014 - - 29.838 29.838 Livello 3 30.383.500 10.968.940 68.014 NV = nominal or notional value - 1.106.091 1.174.105 388 3.406 9.791.041 9.794.835 19.414.560 - - - - - - - 17.130.109 2.284.451 Total FV* = fair value calculated excluding value adjustments due to changes in credit rating of the issuer as of the date of issue. FV = fair value X 2.1Trading 2.2 Fair value option (FVO) 2. Credit derivatives 143.601 - 143.601 X 1.1Trading 677.779 - - - - - - - 236.788 440.991 Livello 1 1. Financial derivatives B. Derivatives 19.411.759 - 3.1Bonds Total A - 3. Debt securities 2.284.451 17.127.308 2. Customer accounts NV 1. Deposits from banks A. Balance-sheet liabilities Group item Type of transaction/ Total 31/ 12/ 2010 4.1. Held-for-trading financial liabilities: breakdown Section 4 – Held-for- trading financial liabilities – Item 40 - - X X X X X X X X - - 19.414.560 X X X X - 17.130.109 2.284.451 FV* X X X X X X X X - 10.101.201 22.686 - 22.686 - - - 22.686 8.977.972 1.100.543 NV 1.631.801 481.211 - - - - - - 481.211 481.211 1.150.590 22.686 - 22.686 - - - 22.686 1.107.034 20.870 Livello 1 17.757.665 8.806.869 - - 426.951 426.951 734 1.636 8.377.548 8.379.918 8.950.796 - - - - - - - 7.871.123 1.079.673 Livello 2 FV Total 31/ 12/ 2009 - - - - - - - - - - 91.872 91.872 81.764 - - 81.764 - - 10.108 10.108 Livello 3 19.481.338 9.379.952 81.764 0 426.951 508.715 734 1.636 8.868.867 8.871.237 10.101.386 22.686 - 22.686 - - - 22.686 8.978.157 1.100.543 Total - X X X X X X X X - - 10.090.571 X X 22.686 X X 22.686 8.967.342 1.100.543 FV* (in thousands of EUR) Notes to the consolidated financial statements - Part B – Consolidated balance sheet In the ―Level 3‖ column, line B.2.3, ―Credit derivatives – other‖ includes two protection agreements embedded in bonds classified in the loan portfolio, reported separately and recognised at fair value in the trading portfolio. Overall, and taking into account the contracts signed with MPS Capital Services, the total amount of FVO derivatives established within the Group is € 107.5 mln. For FVO derivatives arranged by Group companies with the subsidiary MPS Capital Services, it is worth noting that the relevant internal structures responsible for risk management perform suitable tests at consolidated level in order to periodically test the effectiveness of the hedge established from the perspective of a 'natural hedge'. Derivatives connected with fair value option instruments are also included in the trading portfolio: these cover the risks of funding designated at fair value arising from possible interest rate fluctuations and from any embedded options in structured securities issued. The fair value of these derivatives is shown in the table in line "B1.2 - Fair value option‖, if made directly with Group‘s external counterparties, but is represented by a portion of the held-for-trading derivatives (line 1.1) whenever the FVO hedge originally carried out with the subsidiary MPS Capital Services requires risk externalisation. The increase in ―Deposits from banks‖ and ―Deposits from customers‖ relates to that of ―Debt securities‖ and ―Loans‖ in Table 2.1, ―Held-for-trading financial assets‖, and relates to the increase in repurchase transactions by the subsidiary MPS Capital Services – Banca per le Imprese S.p.A. Criteria adopted for classification of financial instruments in the three levels of the ―fair value hierarchy‖ are indicated in Section A.3, ―Information on fair value‖ of Part A, ―Accounting policies‖ of the notes to the financial statements. b) financial liabilities which originate from derivatives other than those formally designated as hedges. a) balance-sheet liabilities mainly issued for short-term profit; Item 40, ―Held- for-trading financial liabilities‖, includes: Notes to the consolidated financial statements - Part B – Consolidated balance sheet 224 Notes to the consolidated financial statements – Part B – Consolidated balance sheet 4.2 Details of Item 40 "Held-for-trading financial liabilities": structured liabilities The Group has not issued subordinated liabilities classified in the trading portfolio. 4.3 Details of item 40 " Held-for-trading financial liabilities": structured liabilities The Group has not issued structured liabilities classified in the trading portfolio. 4.4 Balance-sheet financial liabilities (excluding "technical overdrafts") held for trading: annual changes (in tho usands o f EUR) A. Opening balance B. Increases Deposits from Deposits from banks customers Securities issued Total 31 12 2010 1.052.609 7.879.872 22.686 8.955.167 30.321.638 1.058.790.537 - 1.089.112.175 B.1 Issues - - - - B.2 Sales 30.315.147 1.058.760.760 - 1.089.075.907 - - - - 6.491 29.777 - 36.268 C. Decreases 29.531.930 1.049.777.088 22.686 1.079.331.704 C.1 Purchases 29.526.097 1.049.754.881 22.686 1.079.303.664 C.2 Redemptions - - - - C.3 Decreases in fair value - - - - C.4 Other decreases 5.833 22.207 - 28.040 D. Closing balance 1.842.317 16.893.321 - 18.735.638 B.3 Increases in fair value B.4 Other increases For the ―Deposits from banks‖ and ―Deposits from customers‖ columns, the change in the item does not include technical overdrafts. 4.4.a Derivatives payable - Fair Value Option method (in tho usands o f EUR) 31 12 2010 31 12 2009 Financial asset Items/Amounts Other types of Natural Hedges accounting Other types of managed Natural Hedges internally on mismatches Financial asset portfolios accounting the basis of fair value Financial derivatives Credit derivatives Total managed internally on mismatches the basis of fair portfolios value 3.406 - - 1.636 - - - - - - - - 3.406 - - 1.636 - - This is a breakdown of table 4.1 above and shows the carrying amount (fair value) of hedging derivatives which have adopted the fair value option, distinguishing between the various modes of use. Asat 31 December 2010, all fair value option derivatives recognised in the trading portfolio are attributable to the natural and systematic hedging of fixed-rate structured bonds issued by the Group. By convention, such derivatives are classified in the trading portfolio. However, in terms of their representation in the profit and loss statement, they comply with rules similar to the rules applicable to hedging derivatives: positive and negative spreads or margins settled or accrued until the balance sheet date are recorded under interest income and expense, while valuation profits and losses are posted under item 110 of the profit and loss statement, ―Net profit (loss) on financial assets and liabilities designated at fair value‖, in compliance with representations used for funding instruments which adopted the fair value option. 225 - 1.2 Other 2. Customer accounts 1.1 Structured 1.2 Other 226 2 5 .4 4 1.9 2 0 24.837.341 604.579 - - - - - - - 2 5 .4 6 9 .4 9 0 24.831.316 638.174 25.469.490 - - - - - - - - - - - - - - - - - - - - - - 2 5 .4 6 9 .4 9 0 24.831.316 638.174 25.469.490 Total 2 5 .4 7 8 .6 0 4 X X - - - - - - 2 1.9 7 4 .3 9 1 21.467.020 507.371 21.974.391 NV Level 1 - - - - - - - - - - - - - - - - 2 1.6 9 9 .0 5 6 21.174.279 524.777 21.699.056 Level 2 Level 3 - - - - - - - - - - - - - - - - 2 1.6 9 9 .0 5 6 21.174.279 524.777 21.699.056 Total X X - - 2 1.6 6 0 .10 9 X X 21.660.109 X X FV* (in tho usands o f EUR) Positive and negative spreads or margins in relation to derivative contracts settled or accrued until the balance sheet date are recorded in the profit and loss statement under interest income and expense, while valuation profits and losses are posted under Item 110, ―Net profit (loss) on financial assets and liabilities designated at fair value‖, in compliance with reporting used for funding instruments for which the fair value option was used. Funding subject to hedging with derivative instruments is thus designated at fair value, in accordance with all the relative hedging derivatives which have been classified, for the purposes of the financial statements, under specific detail accounts of the trading portfolio. The fair value option has been adopted systematically for fixed-rate and structured debt securities issued by the Parent Company, for which the risk of fair value changes has been hedged by derivatives upon issue, with the aim of maintaining the hedge for the contractual duration of the hedged securities; derivatives used as part of the fair value option are classified in the trading portfolio. Hedge accounting is used for securities issued by the Parent Company for which the decision to hedge was taken after issuance or for which there is no intention to maintain the hedge for the contractual duration of the securities. The table shows the financial liabilities represented by fixed-rate and structured bonds which have been classified at fair value and are systematically subject to hedging. Hedging occurs through derivative contracts and is used to cover the risk of interest rate fluctuations and the risk resulting from embedded options. VN = nominal or notional value - - 25.478.604 X X X X FV* FV Level 3 FV Level 2 FV* = fair value calculated excluding value adjustments due to variations in the credit rating of the issuer since the date of issue. FV = fair value Total 3.2 Other 3.1 Structured 25.441.920 - 1.1 Structured 3. Debt securities - - - Level 1 - NV 1. Deposits from banks Amount Type of transaction / Total 31/12/2009 Total 31/12/2010 5.1 Financial liabilities designated at fair value through profit and loss: breakdown Section 5 – Financial liabilities designated at fair value through profit and loss – Item 50 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet Notes to the consolidated financial statements - Part B – Consolidated balance sheet 5.1.a Financial liabilities designated at fair value through profit and loss: the Fair Value Option method (in tho usands o f EUR) 31 12 2010 Items/Amounts 31 12 2009 Deposits Deposits from banks from customers Deposits Debt Deposits securities from banks Debt from securities customers Natural hedges through derivatives - - 25.469.490 - - 21.699.056 Natural hedges through other financial instruments - - - - - - Other types of accounting mismatches - - - - - - Financial asset portfolios managed internally on the basis of fair value - - - - - - Structured financial instruments - - - - - - Total - - 25.469.490 - - 21.699.056 This table adds details to table 5.1 above and shows the carrying amount (fair value) of liabilities for which the fair value option was adopted, breaking them down by modes of use. 5.2 Details of Account 50 "Financial liabilities designated at fair value through profit and loss": subordinated liabilities (in tho usands o f EUR) Type Regulatory A) Tier I Name PASCHI 01/31 7,59 SUB Issue date 07/02/01 Maturity date 07/02/31 Currency EUR Rate fixed Total A) Tier I Lower C) Tier II Lower PASCHI 22/2015 INDEX 07/07/00 07/07/15 C) Tier II Lower PASCHI 00/15 IND. 20/07/00 20/07/15 EUR floating EUR floating Total C) Tier II Lower Book value 31 12 2010 31 12 2009 367.617 351.439 367.617 351.439 38.120 37.215 34.407 28.694 72.527 65.909 440.144 417.348 The table shows subordinated financial liabilities designated at fair value, with their main characteristics. For the purpose of quantifying regulatory capital, subordinated liabilities are not designated at fair value, but on the basis of the amount which was actually collected (see Part F, Section 2, ―Regulatory capital‖). In 2010 new issues were finalised as part of the portfolio of financial liabilities designated at fair value. 227 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet 5.3 Financial liabilities designated at fair value through profit and loss: annual changes (in tho usands o f EUR) Deposits from Deposits from banks customers Total Securities issued 31 12 2010 A. Opening balance - - 21.699.056 21.699.056 B. Increases - - 8.272.470 8.272.470 B.1 Issues - - 7.539.272 7.539.272 B.2 Sales - - - - B.3 Increases in fair value - - 209.614 209.614 B.4 Other increases - - 523.584 523.584 C. Decreases - - 4.502.036 4.502.036 C.1 Purchases - - 1.467.900 1.467.900 C.2 Redemptions - - 2.438.820 2.438.820 C.3 Decreases in fair value - - 58.471 58.471 C.4 Other decreases - - 536.845 536.845 D. Closing balance - - 25.469.490 25.469.490 The table shows changes in the main types of liabilities of the fair-valued portfolio during the year. Line B3, ―Increases in fair value‖, shows the increase in liabilities, resulting in the recognition of a corresponding capital loss in the profit and loss statement (Section 7, Table 7.1 of the profit and loss statement). Line C3, ―Decreases in fair value‖, shows a decrease in liabilities, and thus the recognition of a corresponding capital gain in the profit and loss statement (Section 7, Table 7.1 of the profit and loss statement). Lines B4 and C4 include gains and losses from repurchase, in addition to accruals on issue discounts and coupon interest and the effects of exchange rate fluctuations. 5.3.a Financial liabilities designated at fair value through profit and loss: structured liabilities (in tho usands o f EUR) Item/Amount Unit Linked Total Total 31 12 2010 31 12 2009 279.524 - Credit linked notes 30.991 - Fund Linked 49.401 59.652 Commodity 21.877 78.564 Commodities linked 71.754 93.712 Inflat 183.126 283.261 Other 1.501 9.588 Total 638.174 524.777 The table indicates the main types of structured bonds issued by the Group and measured at fair value. Since bonds are measured at fair value, embedded derivatives are not reported separately. 228 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 6 – Hedging derivatives – Item 60 6.1 Hedging derivatives: breakdown by type of contract and underlying asset (in tho usands o f EUR) Fair Value NV 31 12 2010 Level 1 A . F ina nc ia l de riv a t iv e s - Level 2 Level 3 1.7 3 4 .8 5 6 Fair Value - Total Level 1 Level 2 Level 3 2 1.7 8 2 .7 9 1 - 9 2 5 .17 8 - 9 2 5 .17 8 15 .4 11.8 9 3 3 1 12 2 0 10 1.7 3 4 .8 5 6 NV 31 12 2009 Total 3 1 12 2 0 0 9 1) Fair value - 1.351.161 - 1.351.161 17.977.762 - 591.693 - 591.693 12.706.864 2) Cash flo ws - 383.695 - 383.695 3.805.029 - 333.485 - 333.485 2.705.029 3) Fo reign investments - - - - - - - - - - B . C re dit de riv a t iv e s - 1.6 7 4 - 1.6 7 4 7 9 .3 2 3 - 6 .3 7 6 - 6 .3 7 6 16 1.7 5 0 1) Fair value - 1.674 - 1.674 79.323 - 6.376 - 6.376 161.750 2) Cash flo ws - - - - - - - - - - - 1.7 3 6 .5 3 0 - 1.7 3 6 .5 3 0 2 1.8 6 2 .114 - 9 3 1.5 5 4 - 9 3 1.5 5 4 15 .5 7 3 .6 4 3 T o tal Key NV = Nominal or Notional Value The table displays the negative book value (fair value) of hedging derivatives for hedges carried out through hedge accounting. Hedge accounting is used for the accounting of hedges of financial instruments posted in balance sheet items which do not provide for measurement at fair value offsetting the profit and loss statement: in particular, hedges of all financial assets and liabilities other than those represented by securities are managed through hedge accounting. Hedges of financial liabilities represented by securities are normally managed through the fair value option. Information on the underlying strategies and objectives of hedge transactions can be found in Section 2 ―Market risks‖ of Part E ―Risks and hedging policies‖. 229 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet 6.2 Hedging derivatives: breakdown by hedged portfolio and type of hedging (in tho usands o f EUR) - x - x x 1.076.250 x 5.315 x - x x 195.899 x - x - x x - - x 36.501 x - - 1. Financial assets available for sale 2. Loans and receivables - 374 189.285 - 1.299 - - x 4. Portfolio x 5. Other transactions x - 1.2 6 5 .16 1 1. Financial liabilities 74.524 2. Portfolio x Total liabilities 7 4 .5 2 4 x - - - x - x - 36.501 - 1.6 7 3 - 5 .3 15 - x - x x x x - - - - 1. Expected transactions x x x x x 2. Financial assets and liabilities portfolio x x x x x 1.3 3 9 .6 8 5 - 1.6 7 3 - 5 .3 15 Total Micro-hedge multiple risks price risk credit risk 1.075.876 3. Financial assets held to maturity Total assets exchange risk Transaction/Type of hedge interest rate risk Micro Hedge Macro-hedge Foreign investments Cash flow hedge Macro-hedge Fair Value x x - 3 6 .5 0 1 x - - - 1.3 0 8 .6 5 0 353.356 x x 427.880 - x x x - 3 6 .5 0 1 3112 2010 - 3 5 3 .3 5 6 - Total - - x x - - - - x 3 5 3 .3 5 6 - - - 4 2 7 .8 8 0 1.7 3 6 .5 3 0 The table shows the negative fair values of hedging derivatives, classified by hedged assets or liabilities and type of hedging implemented. In particular, on the assets side, fair value micro-hedging was used to hedge against interest-rate risk on fixed-rate mortgages and bonds classified in the available-for-sale portfolio or among receivables, in order to protect them from unfavourable interest rate changes. Fair value micro-hedging was also applied to the credit risk of bonds classified in the available-for-sale portfolio or among receivables; these hedges were performed by acquiring protection through credit default swaps. Th "Multiple risks" column reports the negative fair values of derivative contracts on interest rates, exchange rates or loans included in 'multi-risk' hedge relations. Fair value micro-hedging of the interest-rate risk on financial liabilities refers primarily to hedges of liabilities represented by securities for which the decision to hedge was taken after issuance or for which there is no intention to maintain the hedge for the contractual duration of the securities. Fair value macro-hedging was applied to fixed-rate mortgage portfolios. Cash flow hedges were implemented in the case of some specific floating-rate bond issues, for the purpose of stabilising their flows through interest rate swaps. Prospective and retrospective tests performed in 2010 in accordance with IAS 39 confirmed the effectiveness of hedging relationships. More information on hedged assets and liabilities can be found in the tables in Part B of the notes for each section of the balance-sheet accounts to which hedged items are posted. 230 Notes to the consolidated financial statements - Part B – Consolidated balance sheet (in tho usands o f EUR) 1. Financial assets available for sale 354.929 - 1.019 2. Loans and receivables 142.814 - 5.357 3. Financial assets held to maturity x - - 4. Portfolio x 5. Other transactions Total assets x - 4 9 7 .7 4 3 1. Financial liabilities 69.764 2. Portfolio x Total liabilities 6 9 .7 6 4 x - - - x - x x 361.516 x 2.372 x - x x 150.543 x - x - x x - x - x 16.246 - - 6 .3 7 6 - 7 .9 4 0 - x - x x x x - - - - 1. Expected transactions x x x x x 2. Financial assets and liabilities portfolio x x x x x - 6 .3 7 6 - 7 .9 4 0 Total 5 6 7 .5 0 7 Total 3112 2009 5.568 - - Micro-hedge Macro-hedge multiple risks price risk credit risk exchange risk Transaction/Type of hedge interest rate risk Micro-hedge Foreign investments Cash flow hedge Macro-hedge Fair Value 16.246 x - x - 16 .2 4 6 x - - - 5 2 8 .3 0 5 x x 403.249 x - x 3 3 3 .4 8 5 - - x x - - - - x 3 3 3 .4 8 5 - - This item was left blank since no macro-hedges have been established on financial liabilities. Section 8 – Tax liabilities – Item 80 See Section 14 of Assets. Section 9 – Liabilities associated with individual assets held for sale – Item 90 231 4 0 3 .2 4 9 Section 7 – Changes in value of macro-hedged financial liabilities – Item 70 See Section 15 of Assets. - - - 16 .2 4 6 - 333.485 x - x 9 3 1.5 5 4 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet Section 10 – Other liabilities – Item 100 10.1 Other liabilities: breakdown (in tho usands o f EUR) Total Total 31 12 2010 31 12 2009 Due to the Revenue and other tax levying authorities 238.294 Due to social security authorities 197.767 Amounts available to customers 321.341 Liabilities related to share-based payments 299.735 266.290 281.787 951 18.407 Other amounts due to employees 48.691 57.441 Items in transit between branches 96.259 143.726 Items undergoing processing 1.904.214 1.637.908 Payables in relation to the payment of supplies of goods and services 616.714 454.936 Irrevocable commitments to disburse funds 54.175 55.052 Accrued expenses and unearned revenues not attributable to a separate account 343.915 504.606 Other 2.037.210 3.062.349 Total 5.859.531 6.782.237 The sub-accounts ―Items in processing‖ and ―Other‖ include transactions which were completed in early 2010. Section 11 – Provision for employee severance pay – Item 110 11.1 Provision for employee severance pay: annual changes (in tho usands o f EUR) A. Opening balance Total Total 31 12 2010 31 12 2009 304.497 539.823 8.970 17.016 B.1 Provision for the year 6.895 15.900 B.2 Other increases 2.075 1.116 25.569 252.342 18.722 249.679 6.847 2.663 B. Increases C. Decreases C.1 Severance payments C.2 Other decreases IFRS5 "Discontinuing operations" (422) D. Closing balance 287.476 304.497 While staff severance pay is considered as a defined benefit fund for the purpose of international accounting standards, any changes in relation to actuarial valuations are detailed under Section 12.3 of the liabilities side, in addition to the changes in relation to the Group‘s defined benefit pension funds. The provision for the year, as clarified by the Bank of Italy, does not include amounts which, as a result of the reform introduced by Legislative Decree No 252 of 5 December 2005, are paid directly by the Group, depending on the various employee options, to complementary pension schemes or to the treasury fund managed directly by the INPS. These items are recognised in personnel expenses, ―contributions to external pension funds: defined contribution". Line C.2 "Other decreases" includes EUR 5 mln in severance payments arising from disposal of banking business consisting in 22 branches sold to the Carige Group and 50 branches to Cassa di Risparmio di Firenze. 232 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 12 – Provisions for risks and charges – Item 120 12.1 Provisions for risks and charges: breakdown (in tho usands o f EUR) Item/Amount Total Total 31 12 2010 31 12 2009 1. Pensions and other post retirement benefit obligations 435.919 458.133 2. Other provisions for risks and charges 882.443 911.081 346.786 333.801 35.614 27.265 500.043 550.015 1.318.362 1.369.214 2.1 legal disputes 2.2 personnel expenses 2.3 other Total 12.2 Provisions for risks and charges: annual changes (in tho usands o f EUR) Total 31/12/2010 Item/Amount Pensions Pensions and other and other post Other retirement provisions A. Opening balance Business combinations B. Increases B.1 Provision for the year B.2 Changes due to the time value of money B.3 Changes due to discount rate changes B.4 Other increases C. Decreases C.1 Use during the year C.2 Changes due to discount rate changes C.3 Other decreases IFRS5 "Discontinuing operations" D. Closing balance Total 31/12/2009 post Total Other retirement provisions benefit benefit obligations obligations 458.133 911.081 1.369.214 - - - 44.147 97.558 141.705 19.244 77.940 7.490 - - 1.352.022 - 124.807 97.184 19.234 102.991 122.225 9.262 16.752 8.000 17.419 25.419 6.659 6.659 - 3.841 3.841 17.413 3.697 21.110 124.696 191.057 64.562 92.365 1.389 410 435.919 - 922.202 66.817 66.361 - 429.820 Total 556 40.139 38.504 135.928 174.432 156.927 37.717 110.626 148.343 725 2.114 787 - 787 31.606 32.016 - 25.302 25.302 (1.500) (1.500) - - - 458.133 911.081 1.369.214 882.443 1.318.362 39.583 191.624 Under increases, in Item B2, ―Changes due to the time value of money‖, the ―Other provisions‖ column shows the amount of ―time value‖ accrued during the year due to the expected imminent maturity of the estimated liability (€ 9.3 mln). Under decreases, in Item C.1, ―Use during the year‖, the ―Other provisions‖ column shows the direct use of provisions for risks and charges (EUR 92.4 mln) for agreements and settlements made during the period. Use during the year mainly covers outflows for legal disputes and claw-back actions. Item C.3, ―Other decreases‖, in the ―Other provisions‖ column, includes write-backs due to surplus provisions in relation to charges actually incurred. Again with reference to the ―Other provisions‖ column, the net provision for the year recorded in Item 190 of the profit and loss statement corresponds to the combined totals for B1, B2, B3, C2 and C3, shown in the table, net of amounts posted to item 310 "Gains (losses) after tax from groups of assets held for sale". Item C1 does not affect the provision for the year since it consists in direct use of the fund for amounts paid. 233 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet 12.3 Defined benefit pension and other post retirement plans 12.3.1 Introduction to the funds The sections below report the disclosure required by IAS 19 for defined benefit plans, in which the Group substantially assumes the actuarial and investment risks, including those relating to staff severance pay provisions. For complementary defined benefit pension funds, the actuarial values required by IAS 19, ―Employee Benefits‖, are determined by an independent actuary using the Projected Unit Credit Method as described in detail in ―Part A – Accounting Policies‖ of the notes to the financial statements. The defined benefit funds in which the Group has a joint and several obligation are either internal funds or external complementary pension funds. Internal funds - Complementary pension provision for staff in the former tax collection division of Banca Monte dei Paschi di Siena S.p.A. This is a complementary pension fund designed to provide staff in retirement with complementary pension in the form of a defined benefit (annuity). Banca Monte dei Paschi S.p.A. contributes to the fund for staff who are members of the defined benefit plan. - National insurance (INPS) for ex-Banca Operaia di Bologna staff. The fund is intended to supplement and replace benefits paid out under compulsory pension schemes for ex-employees – active and retired – of former Banca Operaia di Bologna. The fund regulations allow INPS benefits to be supplemented based on a percentage of the final salary, calculated using specific rates for each grade. - Pension provision for employees of former Banca di Credito Popolare e Cooperativo di Reggio Emilia. The sole aim of the fund is to supplement compulsory schemes in order to guarantee higher levels of insurance coverage for ex-employees of former Banca di Credito Popolare and Cooperativo di Reggio Emilia, as the direct beneficiaries of a life annuity or as the surviving spouse of a former employee. - Pension provision for employees of former Banca Popolare Veneta. The fund is intended to supplement INPS pensions for employees already in retirement as of 7 December 1989 and their beneficiaries, in accordance with the legislation and agreements of 4 February 1956 and 1 January 1982 (for management personnel). The fund, to which only the parent company contributes, provides comprehensive coverage for retired personnel indexed to the ―current‖ salary of an employee of the same grade. - Pension provision for eployees of former Banca Nazionale Agricoltura. This is an accumulation fund designed to supplement the INPS pension for employees already in retirement as of 1 October 2000, the date on which BNA merged with Antonveneta, or who will retire after that time, not having exercised their right, under the agreements of 12 September 2000, to transfer their contributions to Banca Antonveneta's corporate pension scheme. - Complementary pension provision for employees of former Banca Toscana. This is a complementary or additional defined benefit pension fund reserved for personnel already in retirement as of 01/01/1999 and for active employees hired before 27/04/1993 who have expressed an interest in remaining with this plan. The Parent company‘s contribution is determined based on the mathematical reserve calculated by an independent actuary at the end of each financial year. - Complementary pension provision for employees of former Mediocredito Toscano and former Istituto Nazionale di Credito Agrario (now included in MPS Capital Services Banca per le Imprese S.p.a.). This is a complementary or additional defined-benefit pension fund reserved for personnel in retirement as of 01/01/1999 and for active employees hired before 27/04/1993 who have expressed an interest in remaining with this plan. The company‘s contribution is determined based on the mathematical reserve calculated by an independent actuary at the end of each financial year. - Supplementary pension scheme for personnel of former MPS Capital Services Banca per l‘imprese S.p.A. This is a defined-benefit pension fund having separate assets but not an independent legal status. - Supplementary pension scheme for personnel of former Cassa di risparmio di Biella e Vercelli S.p.A. The pension fund was set up for commitments made towards retired employees who are entitled to periodic benefits as part of a complementary pension scheme as the direct beneficiaries of a life annuity or as the surviving spouse of a former employee. The fund is fully funded by the parent company and is invested together with the company‘s assets. 234 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Based on the mathematical reserve calculated by an independent actuary, the value of the afore-mentioned funds was proved adequate for ensuring payments to fund members. External funds - ―Cassa di Previdenza Aziendale per il Personale del Monte dei Paschi di Siena‖ (the company pension scheme for employees of Monte dei Paschi di Siena), an independent legal entity with separate assets and asset management. The fund, reserved for current and retired employees of the Parent Bank hired prior to 31/12/1990, is divided into two separate and independent plans: a defined contribution and a defined benefit plan. Information about the defined benefit plan can be found in the tables below. - Pension Fund for personnel of former Banca Agricola Mantovana S.p.A. -Defined-benefit complementary pension fund. The sole aim of the fund is to supplement compulsory schemes in order to guarantee higher levels of insurance coverage to fund members. The fund value is consistent with the mathematical reserve calculated by the independent actuary, necessary to cover the present value of future obligations towards pensioners who have remained with the defined benefit scheme. The internal fund statements can be found in the annexes to the financial statements, as required by the Bank of Italy. 235 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet 12.3.2 Changes in pension funds and employee severance pay provisions during the year (in thousands of EUR) Total 31 12 2010 Defined-benefit Items/Amounts Opening balance Increases Business combinations Current service cost Financial charges Participants' contributions to plan Actuarial losses Negative exchange differences Past service cost Other increases Decreases company pension funds Internal External pension pension plan plan 207.860 9.073 444.611 23.564 - - Total 31 12 2009 Defined-benefit Provision Provision for company pension funds for staff staff Internal External severance severance pension pension pay pay plan plan 347.184 226.533 444.478 553.930 27.183 12.509 35.559 47.567 - - - - 214 2.426 1.320 231 2.568 2.147 7.490 18.973 5.552 8.000 19.550 13.743 - - - 3.985 13.441 19.149 - - 1.274 15.875 - - - - - - 55 - - 256 - - 4.436 37 - 12.528 40 2.165 21.628 39.451 26.694 31.182 35.426 254.313 19.632 35.206 19.957 20.549 35.426 226.983 - - - - - - 1.996 4.245 - 1.653 - - Positive exchange differences - - - - - - Effect of any plan curtailments - - - - - - Effect of any plan settlements - - - - - - Other decreases - - 6.737 8.980 - 27.330 IFRS5 "Discontinuing operations" - - (422) - - - 428.724 347.251 207.860 444.611 347.184 Benefits paid Past service cost Actuarial gains Closing balance 195.305 The table shows the movements for the year with reference to internal funds, external funds and staff severance pay provisions which, according to international accounting standards, come under the heading of defined contribution funds. The closing balance represents the theoretical gross liabilities in relation to the fund, taking account of actuarial profits and losses which have not been accounted for due to the application of the ―corridor‖ method. 236 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 12.3.2a Defined-benefit obligations: breakdown (in tho usands o f EUR) 31 12 2010 Items/Amounts Internal External Provision for pension plans pension plans staff severance 69.198 - pay 347.251 126.107 428.724 - 195.305 428.724 347.251 a) Unfunded plans b) Funded plans Total (in tho usands o f EUR) 31 12 2009 Items/Amounts External Provision for pension plans pension plans staff severance 74.272 - pay 347.184 133.588 444.611 - 207.860 444.611 347.184 Internal a) Unfunded plans b) Funded plans Total The table highlights the distinction made by defined benefit plans between funded and unfunded plans. Plans are funded when separate assets exist to cover liabilities. 12.3.3 Changes to plan assets during the year and other information (in tho usands o f EUR) Items/Amounts 31 12 2010 31 12 2009 Defined-benefit company pension funds Defined-benefit company pension funds Internal pension plans External pension plans Internal pension plans External pension plans 142.567 457.373 - 452.183 7.433 21.448 155.973 54.057 Expected return of plan-servicing assets 6.203 20.124 6.690 Actuarial gains 1.498 Opening balance Increases 19.846 - 1.230 1.110 Positive exchange differences - - Group contributions to plan - 214 Participants' contributions to plan - - Other decreases - - 13.978 35.206 13.406 1.031 - - - - - 12.947 35.206 Effect of any plan settlements - - - - Other decreases - - - - 136.022 443.615 142.567 457.373 Decreases Actuarial losses Negative exchange differences Benefits paid Closing balance - - 143 268 - - 147.642 13.406 33.943 48.867 13.441 35.426 The table illustrates the total assets servicing funded defined benefit plans and movements during the year. These mainly consist of assets relating to the pension fund for employees of former Banca Agricola Mantovana S.p.A., the pension fund for employees of former Banca Toscana S.p.A., the pension fund for employees of former Banca Antonveneta and the company pension scheme for employees of Monte dei Paschi di Siena (defined benefit plan), which on the whole are surplus in relation to obligations at year-end. 237 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet 12.3.3.a Fair value of plan assets: breakdown (in tho usands o f EUR) 31 12 2010 Items/Amounts Equity instruments of which: own instruments Debt instruments of which: own instruments Property of which: immovables used by the Group Insurance management accounts of which: own instruments Other assets of which: other assets used by the Group Total of which: own instruments/assets used by the Group 31 12 2009 Internal pension External pension Internal pension External pension plans plans plans plans Own financial instruments /Assets used by the Group Overall Own financial instruments /Assets used by the Group Overall Own financial instruments /Assets used by the Group Overall Own financial instruments /Assets used by the Group Overall - - - 1.509 - - - 4.887 - - 1.324 - - - 4.703 - - 39.500 - - 39.564 - - - 16.198 - - - 13.454 - - - - 72.741 - - - 77.906 - - - - - - - - - - - 724 - - - - - - - - - - - - - 96.522 - 89.925 - 96.522 - 6.154 - 96.522 136.022 - 278.716 - 443.615 23.676 - 103.003 103.003 103.003 142.567 - 22.536 40.693 237.878 136.702 457.373 - This table provides a detailed illustration of plan assets at year-end, and thus of the assets of the funds indicated in Table 12.3.3, by major asset classes (financial and non-financial). Other assets mainly consist of investments in mutual funds and open-end collective investment schemes (Sicavs). 238 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 12.3.4 Reconciliation of present value of staff pension and severance pay provisions to present value of plan assets and to assets and liabilities recognised in the balance sheet (in tho usands o f EUR) Total 31 12 2010 Defined-benefit pension and Items/Amounts Provision for other post retirement plans Present value of defined-benefit obligations (+) External pension plans pension plans 428.724 (136.022) Fund status pay Internal 195.305 Fair value of plan assets (-) staff severance 347.251 (443.615) 59.283 - 14.891,00 347.251 Unrecognised cumulative actuarial gains/losses (+/-) - - (59.775) Unrecognised past service cost (-) - - - 9.915 14.891 - Effect of asset ceiling Fair value of assets refundable by third parties (-) (136.022) - Assets recognised in the Balance Sheet 205.220 - Liabilities recognised in the Balance Sheet 136.022 - 287.476 - This table enables a reconciliation between the present value of the funds, as per the independent actuary‘s estimate, and the present value of liabilities recognised in the financial statements. As a result of the application of the ―corridor‖ method, actuarial gains and losses are posted to the balance sheet only when they exceed the higher of 10% of the present value of the defined benefit obligation and 10% of the fair value of any assets servicing the plan. With reference to internal and external pension funds, actuarial gains and losses are recognised immediately, as these funds are almost exclusively intended for retired staff, with an insignificant number of active employees. For internal plans in particular, the line ―Fair value of plan assets‖ shows assets relating to the pension fund for employees of former Banca Agricola Mantovana S.p.A. and the fund for employees of former Banca Toscana S.p.A.. (in tho usands o f EUR) Total 31 12 2009 Defined-benefit pension and Items/Amounts Provision for other post retirement plans Present value of defined-benefit obligations (+) Fair value of plan assets (-) Fund status Unrecognised cumulative actuarial gains/losses (+/-) staff severance pay Internal External pension plans pension plans 207.860 444.611 (142.567) (457.373) - 65.293 (12.762) 347.184 347.184 8.979 - (42.687) Unrecognised past service cost (-) - - - Effect of asset ceiling - 12.762 - Fair value of assets refundable by third parties (-) (142.567) - - Assets recognised in the Balance Sheet 216.839 - 304.497 Liabilities recognised in the Balance Sheet 142.567 - - 239 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet 12.3.5 Main actuarial assumptions used Total 31 12 2010 Defined-benefit pension Main actuarial assumptions and other post / Discount rates retirement plans Discount rates Expected return on plan-servicing assets Expected remuneration increase rate Internal External pension pension plans 4,40-4,50% 4,40% 1,80-2,00% plans 4,40% Total 31 12 2009 Provision for staff severance pay 2,31-3,83% 4,40% 2,60% x Defined-benefit pension and other post retirement plans Provision for staff severance Internal External pension pension plans 4,40% plans 4,40% 3,43 - 4,20% 4,40% 4,40% x 1,00% 2,50% pay 12.4 - Provisions for risks and charges - Other provisions No other funds are present. Section 13 – Insurance reserves – Item 130 The tables in this section have not been completed as no data is present for the current year or for the previous year. Section 14 – Redeemable shares – Item 150 The tables in this section have not been completed as no data is present for the current year or for the previous year. 240 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Section 15 – Group shareholders’ equity – Items 140, 160, 170, 180, 190, 200 and 220 15.1 “Share capital” and “Treasury shares”: breakdown 15.1.a “Share capital”: breakdown (in tho usands o f EUR) 31 12 2010 Items/Amounts Par value of fully paid shares Par value per share 31 12 2009 Par value of not fully paid shares Paid Par value per share Not Paid Par value of not fully paid shares Par value of fully paid shares Paid Not Paid Ordinary shares 0,67 3.731.411.812 - - 0,67 3.731.411.812 - - Preferred shares 0,67 758.359.237 - - 0,67 758.359.237 - - Savings shares 0,67 12.639.108 - - 0,67 12.639.108 - - 4.502.410.157 - - 4.502.410.157 - - Total share capital Ordinary and preferred shares are registered and indivisible. Each share entitles to one vote. Preferred shares do not allow holders to vote at ordinary meetings. Savings shares are indivisible and may be registered or bearer shares, according to the shareholder‘s preference. Savings shares have no voting rights, and are preferred shares in relation to profit distribution and capital repayment. Information on the number of fully paid-up shares can be found in the notes to Table 15.2, ―Share capital – number of shares: annual changes". 15.1.b Treasury shares: breakdown (in tho usands o f EUR) 31 12 2010 Items/Amounts Par Value 31 12 2009 Book Balance Valore nominale Saldo contabile Ordinary shares 14.624 (24.613) 16.097 Preferred shares - - - - Savings shares - - - - Total share capital 14.624 (24.613) 16.097 (32.079) (32.079) Under international accounting standards, any repurchase of treasury shares is treated as capital repayment. For this reason, the consideration paid for share repurchase is ideally deducted directly from equity. 241 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet 15.2 Share capital - Parent company's number of shares: annual changes 31 12 2010 Item/Type Ordinary A. Shares outstanding as at the beginning of the year - fully paid - not fully paid A.1 Treasury shares (-) A.2 Shares outstanding: opening balance 31 12 2009 P referred Savings Ordinary P referred Savings 5.569.271.362 1.131.879.458 18.864.340 5.545.952.280 1.131.879.458 18.864.340 5.569.271.362 1.131.879.458 18.864.340 5.545.952.280 1.131.879.458 18.864.340 - - - - - - 24.131.264 - - 24.476.588 - - 5 .5 4 5 .14 0 .0 9 8 1.13 1.8 7 9 .4 5 8 18 .8 6 4 .3 4 0 5 .5 2 1.4 7 5 .6 9 2 1.13 1.8 7 9 .4 5 8 18 .8 6 4 .3 4 0 33.015.934 - - 101.886.919 - - B. Increases B.1 New issues - - - 23.319.082 - - - against payment: - - - 23.319.082 - - - business combinations - - - - - - - bonds converted - - - 23.319.082 - - - warrants exercised - - - - - - - other - - - - - - - without payment: - - - - - - - to employees - - - - - - - to directors - - - - - - - other - - - - - - 33.015.934 - - 78.567.837 - - - - - - - - 3 0 .7 9 6 .14 4 - - 7 8 .2 2 2 .5 13 - - - - - - - - 30.796.144 - - 78.222.513 - - - - - - - - - - - - - - 5 .5 4 7 .3 5 9 .8 8 8 1.13 1.8 7 9 .4 5 8 18 .8 6 4 .3 4 0 5 .5 4 5 .14 0 .0 9 8 1.13 1.8 7 9 .4 5 8 18 .8 6 4 .3 4 0 21.911.474 - - 24.131.264 - - 5.569.271.362 1.131.879.458 18.864.340 5.569.271.362 1.131.879.458 18.864.340 5.569.271.362 1.131.879.458 18.864.340 5.569.271.362 1.131.879.458 18.864.340 - - - - - - B.2 Sale of treasury shares B.3 Other increases C. Decreases C.1 Cancellation C.2 Purchase of treasury shares C.3 Business transferred C.4 Other decreases D. Shares outstanding: closing balance D.1 Treasury shares (+) D.2 Shares outstanding as at the end of the year - fully paid - not fully paid The Parent Bank‘s share capital consists of 5,569,271,362 ordinary shares with a par value of EUR 0.67 each, 1,131,879,458 preferred shares with a par value of EUR 0.67 each and 18,864,340 savings shares with a par value of EUR 0.67 each. Pursuant to Article 2357 of the Italian Civil Code, the Ordinary Shareholders‘ meeting of 27 April 2010 renewed the authorisation to purchase treasury shares subject to a maximum amount of EUR 70 mln. 242 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 15.3 Share capital - other information Of the 295,236,070 ordinary shares representing a total nominal value of € 197,808,166.90, a restriction exists on the payout of dividends since the Parent Bank has acquired usufruct in these shares. 15.3.a Equity instruments: breakdown and annual changes (in tho usands o f EUR) Total 31 12 2010 Total 31 12 2009 Equity Equity component component Other equity of instruments convertible instruments convertible bonds A. Opening balance Other equity of bonds 49.365 1.900.000 46.871 - B. Increases - - 8.928 1.900.000 B.1 New issues - - - 1.900.000 B.2 Sales - - - - B.3 Other increases - - 8.928 - C. Decreases - - 6.434 - C.1 Redemptions - - - - C.2 Repurchases - - - - C.3 Other decreases - - 6.434 - D. Closing balance 49.365 1.900.000 49.365 1.900.000 The Item ―Equity instruments‖ includes, in the ―Equity component of convertible bonds‖ column, the equity component of bonds issued and convertible into treasury shares. This mainly concerns the value determined upon issue of the Convertible Preferred Securities in relation to the embedded option which, according to IAS 32, must be separated from the bond instrument since it is considered as an equity instrument. The column "Other equity instruments" includes EUR 1,900 mln worth of Tremonti bonds issued in 2009. these instruments are aimed at improving the Bank's supervisory capital and sustaining economic growth with a special focus on small-medium sized companies.. 15.4 Retained earnings: other information See Section F, ―Information on consolidated equity‖ of these notes to the financial statements. 15.5. Other information See Section F, ―Information on consolidated equity‖ of these notes to the financial statements. 243 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet Section 16 – Minority interests - Item 210 16.1 Minority interests: breakdown (in tho usands o f EUR) Items/Amounts Total Total 31 12 2010 31 12 2009 1) Share capital 50.804 51.364 2) Share premium reserve 13.406 343 3) Reserves 76.023 86.747 - - 5) Valuation reserves 127.910 138.308 6) Equity instruments - - 1.485 4.500 269.628 281.262 4) (Treasury shares) 7) Profit (loss) for the year - Minority interests Total Minority interests came to EUR 11.7 mln less than in 2009 due to payout of dividend on 2009 profit and as a result of the demerger of consortium company 'Consorzio Perimetro Gestione Proprietà Immobiliari'. 244 Notes to the consolidated financial statements - Part B – Consolidated balance sheet Other information 1 Guarantees given and commitments (in tho usands o f EUR) Transactions 1) Financial guarantees given to 31 12 2010 31 12 2009 4.495.166 807.440 651.347 3.558.825 3.843.819 6.081.830 5.815.860 299.814 308.883 5.782.016 5.506.977 9.934.010 10.488.756 252.750 1.075.962 225.666 966.055 27.084 109.907 9.681.260 9.412.794 i) usage certain 2.330.592 3.054.528 ii) usage uncertain 7.350.668 6.358.266 28.344.509 13.183.674 b) Customers Commercial guarantees given to a) Banks b) Customers 3) Amount 4.366.265 a) Banks 2) Amount Irrevocable commitments to disburse funds a) Banks i) usage certain ii) usage uncertain b) Customers 4) Underlying commitments on credit derivatives: sales of protection 5) Assets pledged as collateral for third-party commitments 153.615 25.246 6) Other commitments 626.663 525.453 49.506.892 34.534.155 Total 2 Assets used to guarantee own liabilities and commitments (in tho usands o f EUR) Portfolios 31 12 2010 1. Financial assets held for trading 2. Financial assets designated at fair value 3. Financial assets available for sale 4. Financial assets held to maturity 5. Loans and advances to banks 6. Loans and advances to customers 7. Tangible assets 31 12 2009 6.834.261 4.982.105 - - 17.921.314 5.610.589 - - 1.049.302 6.033.148 15.601.913 2.032.748 - - The table shows the assets pledged as a guarantee for own liabilities, primarily consisting in repurchase agreements. 245 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet Pursuant to Bank of Italy's requirements set out in its communication of 16 February 2011, the following table reports assets that are not recognised in the balance sheet according to IAS 39, which the Bank has pledged as a guarantee for its liabilities and commitments. (in tho usands o f EUR) Origin of securities Type of collateralised funding Reverse Securities from repurchase in-house agreements securitisations Securities Total as at borrowing 31 12 2010 Repurchase agreements 9.840.057 363.448 2.824.782 13.028.287 Eurosystem credit transactions 1.452.953 11.489.106 - 12.942.059 - 1.709.185 - 1.709.185 Collateralised Interbank Market transactions Securities lending 178.958 - 1.150.372 1.329.330 Other collateralised funding transactions 288.478 110.382 - 398.860 11.760.446 13.672.121 3.975.154 29.407.721 Total 3 Operating leases 3.1 Future minimum operating lease payments (in tho usands o f EUR) Items/Amounts 31 12 2010 Up to 1 year 102.052 From 1 to 5 years 406.232 Over 5 years 1.773.625 2.281.909 Future minimum lease payments due Non-cancellable future minimum lease payments receivable 28.994 4 Investments in unit-linked and index-linked policies: breakdown There is no data in the current financial statements or in those for the previous period. 246 Notes to the consolidated financial statements - Part B – Consolidated balance sheet 5 Asset management and trading on behalf of third parties (in tho usands o f EUR) Type of services 1. 31 12 2009 22.431.994 14.564.806 1. Settled 22.221.694 14.465.884 210.300 98.922 b) Sales 22.429.681 14.438.629 1. Settled 22.219.381 14.339.707 210.300 98.922 a) individual 5.437.490 6.197.666 b) collective 1.166.661 1.130.784 22.791 451.217 Asset management accounts Custody and administration of securities a) third party securities on deposit associated with custodian bank transactions (excluding asset management) 1. Securities issued by companies included in consolidation - 2. Other securities - 22.791 451.217 104.411.288 127.786.601 1. Securities issued by companies included in consolidation 35.109.868 41.003.142 2. Other securities 69.301.420 86.783.459 c) third party securities deposited with third parties 97.876.511 100.089.961 d) own securities deposited with third parties 78.780.565 45.417.877 14.773.278 15.497.630 56.984 66.531 12.812.909 13.333.615 155 25 b) Other third party securities on deposit (excluding asset management) 4. 31 12 2010 a) Purchases 2. Unsettled 3. Amounts Trading of financial instruments on behalf of third parties 2. Unsettled 2. Amounts Other transactions 4.1 Credit collection on behalf of third parties: debit and credit adjustments a) Debit adjustments 1. current accounts 2. banking book 3. cash 4. other accounts b) Credit adjustments 1. current accounts 2. transfer of bills and notes 1.903.230 2.097.459 14.923.910 15.696.100 181.400 238.846 14.742.510 15.457.254 2.017.740 2.062.751 586.033 416.718 4.2 Other transactions a) Third party portfolios for collection b) Other 247 Notes to the consolidated financial statements - Part B – Consolidated Balance Sheet 248 Notes to the consolidated financial statements - Part C – Consolidated Income Statement Section 1 – Interest income/expense and similar revenues/charges – items 10 and 20 ................................................ 250 Section 2 – Fee and commission income/expense – Items 40 and 50......................................................................... 254 Section 3 – Dividends and similar income – Item 70 ................................................................................................ 256 Section 4 – Net profit (loss) from trading – Item 80 ................................................................................................. 257 Section 5 – Net profit (loss) from hedging – Item 90 ................................................................................................ 258 Section 6 - Gains (losses) on disposals/repurchases – Item 100 .................................................................................. 259 Section 7 – Net profit (loss) on financial assets and liabilities designated at fair value – Item 110 ............................... 260 Section 8 – Net impairment losses/reversals – Item 130 ........................................................................................... 262 Section 9 – Net premiums – Item 150 ..................................................................................................................... 264 Section 10 – Other net insurance income/expense – Item 160 .................................................................................. 264 Section 11 – Administrative expenses – Item 180 .................................................................................................... 265 Section 12 – Net provisions for risks and charges – Item 190 .................................................................................... 268 Section 13 – Net value adjustments/write-backs on property, plant and equipment – Item 200 .................................. 269 Section 14 – Net value adjustments/write-backs on intangible assets – Item 210 ........................................................ 269 Section 15 – Other operating income / expenses – Item 220..................................................................................... 270 Section 16 – Gains (losses) on equity investments – Item 240 ................................................................................... 271 Section 17 – Net gains (losses) on tangible and intangible assets measured at fair value – Item 250 ........................... 273 Section 18 – Impairment of goodwill – Item 260 ..................................................................................................... 273 Section 19 – Gains (losses) on disposal of investments – Item 270 ............................................................................ 273 Section 20 – Tax expense (income) on profit (loss) from continuing operations – Item 290 ........................................ 274 Section 21 – Profit (loss) after tax from groups of assets held for sale – Item 310 ....................................................... 275 Section 22 – Profit (loss) for the year: minority interests – Item 330.......................................................................... 276 Section 23 – Other................................................................................................................................................. 276 Section 24 – Earnings per Share (EPS) ..................................................................................................................... 276 249 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 1 – Interest income/expense and similar revenues/charges – items 10 and 20 1.1 Interest income and similar revenues: breakdown (in tho usand o f EUR Debt Item/Type Loans securities 1. Financial assets held for trading Other Total Total transactions 31 12 2010 31 12 2009 276.211 66.679 398.044 740.934 522.383 - - 26.398 26.398 - 534.159 - - 534.159 253.980 - - - - - 55.167 65.613 1.138 121.918 206.942 6. Loans and advances to customers 128.146 4.882.806 24.042 5.034.994 6.094.022 7. Hedging derivatives x x - - - 8. Other assets x x 13.271 13.271 20.204 462.893 6.471.674 7.097.531 2. Financial assets designate at fair value 3. Financial assets available for sale 4. Financial assets held to maturity 5. Loans and advances to banks Total 993.683 5.015.098 Line ―1. Held-for-trading financial assets‖, in the ―Other transactions‖ column, includes the positive net total of spreads relating to derivatives connected with financial liabilities designated at fair value (fair value option), equivalent to € 398 mln. Lines 5 and 6, ―Loans and advances to banks‖ and ―Loans and advances to customers‖, in the ―Debt securities‖ column, include interest income on own securities not listed in active markets and classified in these portfolios. In line ―7. Hedging derivatives‖, ―Other transactions‖ column, the amount indicated is zero because the difference between positive and negative spreads concerning derivatives classified as hedging derivatives according to hedge accounting rules is negative. Therefore, this difference was accounted for in Table 1.4, ―Interest expense and similar charges: breakdown‖, with details given in Table 1.5, ―Interest expense and similar charges‖: spreads on hedging transactions‖ on page 253 of this section. Liine ―8. ―Other assets‖, in the ―Other transactions‖ column, shows interest accrued on tax credits and other residual assets. Interest other than that recognised in item 130 ―Write-backs‖ and accrued during the year for positions that are classified as ―impaired‖ totalled € 406.9 mln. This interest is calculated for financial assets measured at amortised cost according to the effective interest rate method and is entered in different columns based on their original 'technical form'. Interest on arrears accrued during the year is posted under interest income only with respect to the portion actually recovered. The portion of interest on arrears not recovered is written down and deducted directly from interest accrued. Any amounts recovered in subsequent years are treated as a write-back on receivables and recognised in Item 130 of the profit and loss statement, ―Net value adjustments due to impairment of loans‖. 250 Notes to the consolidated financial statements - Part C – Consolidated Income Statement 1.1.a Interest income and similar revenues: spreads on hedging derivatives associated with use of fair value option (in tho usands o f EUR) Items Total Total 31 12 2010 31 12 2009 Spreads 398.044 281.024 1.2 Interest income and similar revenues: spreads on hedging transactions Information on spreads relating to hedging transactions is illustrated in Table 1.5. 1.3 Interest income and similar revenues: other information 1.3.1 Interest income from financial assets denominated in foreign currency (in tho usands o f EUR) Items/Amounts Interest income from financial assets denominated in foreign currency Total Total 31 12 2010 31 12 2009 80.320 109.994 1.3.2 Interest income from finance leases (in tho usands o f EUR) Items/Amounts Interest income from financial leasing transactions Total Total 31 12 2010 31 12 2009 140.952 251 143.429 Notes to the consolidated financial statements - Part C – Consolidated income statement 1.4 Interest expense and similar charges: breakdown (in tho usands o f EUR) Item/Type 1. Deposits from central banks Deposits Securities (90.256) x 2. Deposits from banks (220.489) x 3. Customer accounts (390.380) x 4. Securities in issue x 5. Financial liabilities held for trading (73.995) 6. Financial liabilities designated at fair value Total Total transactions 31 12 2010 31 12 2009 - (90.256) (94.448) (225.843) (400.471) (390.380) (542.792) (322) (1.175.537) (1.605.291) (9.719) (83.714) (67.740) (683.909) (565.238) (5.354) - (1.175.215) - - Other (683.909) - 7. Other liabilities x x (10.369) (10.369) (7.085) 8. Hedging derivatives x x (270.973) (270.973) (139.682) (296.737) (2.930.981) (3.422.747) Total (775.120) (1.859.124) Lines 2, ―Deposits from banks‖ and 3, ―Deposits from customers‖, in the ―Deposits‖ column, also include: interest on liabilities for repurchase transactions realised on securities recognized as financial assets: the expense relating to liabilities arising from the assignment of tax credits not derecognised in accordance with IAS 39 on derecognition of financial assets; the expense relating to liabilities arising from repurchase transactions carried out on securities obtained through reverse repurchase transactions. Line 4, ―Securities in issue‖, indicates the interest expense accrued during the year on bonds and certificates of deposit valued at amortised cost. Line 5, ―Held-for-trading financial liabilities‖, in the ―Other transactions‖ column, includes the negative net balance of EUR 9.5 mln, relating to: 1) positive and negative spreads and margins on derivative contracts associated with interest-bearing financial assets and liabilities, classified in the trading book; 2) margins between the forward exchange rate established in the outright contracts and the spot exchange rate current on execution of the contracts. In case 1) this mainly consists of interest-rate swaps linked to fixed-rate debt securities classified in the trading portfolio, and in case 2) of outright and forex swaps. Total spreads relating to hedging contracts on financial liabilities designated at fair value (fair value option), negative in the current year, have been posted to interest expense. In line 6. ―Financial liabilities designated at fair value‖, includes interest expense accrued on structured fixed-rate bonds issued and systematically hedged by derivative contracts. 1.4.a Interest expense and similar charges: spreads on hedging derivatives associated with use of fair value option Information on spreads on hedging derivatives associated with use of the fair value option is provided in table 1.1.a. 252 Notes to the consolidated financial statements - Part C – Consolidated Income Statement 1.5 Interest expense and similar charges: spreads on hedging transactions (in tho usands o f EUR) Items Total 31 12 2010 A. Positive spreads on hedging transactions Total 31 12 2009 824.079 564.075 B. Negative spreads on hedging transactions (1.095.052) (703.757) C. Balance (A+B) (270.973) (139.682) Total net spreads at 31/12/2010 were EUR -271 mln, compared with € 139.7 mln in 2009. In line with its hedging objectives and consequent minimisation of risks in the banking book, the Group establishes both fair value hedges and cash flow hedges. 1.6 Interest expense and similar charges: other information 1.6.1 Interest expense on liabilities denominated in foreign currency (in tho usands o f EUR) Item/Amount Interest expense on financial liabilities denominated in foreign currency Total Total 31 12 2010 31 12 2009 105.640 139.947 1.6.2 Interest expense on liabilities from finance leases This table has not been completed since no data is present either for the current year or for the previous year. 253 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 2 – Fee and commission income/expense – Items 40 and 50 2.1 Fee and commission income: breakdown (in tho usands o f EUR) Type of service / Amount a) guarantees issued Total Total 31 12 2010 31 12 2009 77.287 65.437 - - 854.712 720.397 1. trading of financial instruments 10.994 10.977 2. currency trading 44.321 40.285 3. asset management 51.327 50.416 51.327 50.416 - - 12.443 17.433 1.953 3.892 123.579 24.273 7. client instructions 56.372 62.273 8. advisory on 11.662 7.090 1.229 1.781 10.433 5.309 542.061 503.758 2.831 - 2.831 - - - 9.2 insurance products 179.521 169.913 9.3 other products 359.709 333.845 186.007 188.131 6.239 26.924 19.428 17.660 g) tax collection services - - h) management of multilateral trade systems - - 724.831 675.221 b) credit derivatives c) management, brokerage and advisory services: 3.1 individual accounts 3.2. collective investment schemes 4. custody and administration of securities 5. custodian bank 6. placement of securities 8.1 investments 8.2 financial structure 9. distribution of third-party services 9.1. asset management 9.1.1 individual accounts 9.1.2 collective investment schemes d) collection and payment services e) servicing of securitisations f) factoring transaction services i) current account keeping j) other services Total 301.366 240.977 2.169.870 1.934.747 Line i), ―current-account keeping‖, contains the 'fee on the credit line granted' introduced pursuant to Article 2 bis of Legislative Decree 29.11.2008 no. 185 transposed, as amended, into law no. 2 of 28.01.2009. 254 Notes to the consolidated financial statements - Part C – Consolidated Income Statement 2.2 Fee and commission expense: breakdown (in tho usands o f EUR) Type of service / Amount a) guarantees received Total Total 31 12 2010 31 12 2009 (734) b) credit derivatives - c) management, brokerage and advisory services: (1.054) - (80.896) (76.000) (19.528) (20.400) (324) (267) (1.689) (1.792) (2) (8) (1.687) (1.784) 4. custody and administration of securities (9.646) (11.442) 5. placement of financial instruments (2.252) (2.257) (47.457) (39.842) (22.269) (23.464) 1. trading of financial instruments 2. currency trading 3. asset management: 3.1 own portfolio 3.2 third-party portfolios 6. off-site marketing of financial instruments, products and services d) collection and payment services e) other services Total 255 (136.831) (138.965) (240.730) (239.483) Notes to the consolidated financial statements - Part C – Consolidated income statement Section 3 – Dividends and similar income – Item 70 3.1 Dividends and similar income: breakdown (in tho usands o f EUR) 31 12 2010 Item/Income 31 12 2009 Income Dividends Income from units Total Dividends in UCITS from units Total in UCITS A. Financial assets held for trading 256.845 297 257.142 304.585 3 304.588 B. Financial assets available for sale 20.129 783 20.912 15.696 1.770 17.466 - - - - - - - - 1.080 278.054 320.281 1.773 322.054 C. Financial assets designated at fair value D. Investments Total 276.974 x x - The table shows the amount of dividends received on shares traded within the trading book and on minority holdings classified in the portfolio of available-for-sale assets. Conversely, dividends relating to the Group‘s subsidiaries and associates, consolidated fully or under the equity method, are excluded. 256 Notes to the consolidated financial statements - Part C – Consolidated Income Statement Section 4 – Net profit (loss) from trading – Item 80 4.1 Net profit (loss) from trading: breakdown (in tho usands o f EUR) Transactions / P&L items 1. Financial assets held for trading Capital Gains (A) Trading Profit (B) Capital Losses ( C) Trading Losses (D) Net Profit (Loss) Net Profit (Loss) (A + B )-(C + D) (A + B )-(C + D) 31 12 2010 31 12 2009 7 7 .5 6 2 3 0 0 .9 0 1 ( 10 4 .2 9 0 ) ( 8 5 5 .5 6 9 ) ( 5 8 1.3 9 6 ) 13 8 .8 2 7 1.1 Debt securities 47.786 217.405 (91.029) (228.917) (54.755) 75.256 1.2 Equity instruments 12.952 73.745 (10.083) (624.195) (547.581) 47.821 1.3 Units of UCITS 13.778 6.212 (3.178) (185) 16.627 16.237 1.4 Loans 3.046 407 - 3.453 3.233 1.5 Other - 3.132 - (2.272) 860 (3.720) 2 9 .2 11 2 3 .3 15 (679) ( 10 5 .3 2 0 ) ( 5 3 .4 7 3 ) ( 2 5 .6 7 6 ) 28.375 23.039 (585) (21.104) 29.725 (1.806) - - 836 276 2. Financial liabilities held for trading 2.1 Debt securities 2.2 Deposits 2.3 Other 3. Other financial assets and liabilities: exchange differences 4. Derivatives x x (94) x 2 .6 8 5 .2 0 3 12 .4 9 3 .8 8 3 2.170.119 12.217.637 (1.799.238) 1.967.514 9.879.212 - on equity instruments and stock indices 146.469 2.133.251 - on currency and gold x 4.1 Financial derivatives: - on debt securities and interest rates - other 4.2 Credit derivatives Total - (84.216) x ( 2 .3 2 2 .6 0 7 ) ( 12 .5 4 6 .3 8 7 ) (83.198) 2 3 .5 6 0 (23.870) 3 7 .5 3 9 2 8 9 .19 2 ( 4 7 2 .7 9 3 ) (12.292.644) 274.974 (415.907) (1.571.858) (10.356.962) (82.094) (54.916) (159.230) (1.746.229) 374.261 (350.564) (20.900) (19.798) x x x 56.136 205.174 (68.150) (189.453) 3.707 9.371 515.084 276.246 (523.369) (253.743) 14.218 (56.886) 2 .7 9 1.9 7 6 12 .8 18 .0 9 9 ( 3 2 2 .117 ) ( 3 2 2 .10 3 ) ( 2 .4 2 7 .5 7 6 ) ( 13 .5 0 7 .2 7 6 ) The table shows the profit and loss attributable to the portfolio of held-for-trading financial assets and liabilities, except for derivative contracts used to hedge financial instruments which adopted the fair value option, for which the valuation results are indicated in Part C, Section 7, ―Net profit (loss) on financial assets and liabilities designated at fair value – Account 110‖ on page 260 of these notes to the financial statements. In line ―3. Other financial assets: exchange differences‖, the positive or negative balance of any changes in value of financial assets and liabilities denominated in currencies other than the trading currencies has been indicated in accordance with standard practice. For trading instruments, the effect resulting from any changes due to foreign exchange is not reported separately. 257 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 5 – Net profit (loss) from hedging – Item 90 5.1 Net profit (loss) from hedging: breakdown (in tho usands o f EUR) P&L items/Values A. Gains on: A.1 Fair value hedging instruments Total Total 31 12 2010 31 12 2009 489.117 195.847 410.206 222.224 3.786 17.350 A.4 Cash-flow hedging derivatives - - A.5 Assets and liabilities denominated in foreign currency - - 903.109 435.421 (812.934) (320.132) B.2 Hedged financial assets (fair value) (66.508) (109.099) B.3 Hedged financial liabilities (fair value) (24.017) (7.655) (258) - - - A.2 Hedged financial assets (fair value) A.3 Hedged financial liabilities (fair value) Total gains on hedging activities (A) B. Losses on: B.1 Fair value hedging instruments B.4 Cash-flow hedging derivatives B.5 Assets and liabilities denominated in foreign currency Total losses on hedging activities (B) C. Net profit (loss) from hedging activities (A - B) (903.717) (436.886) (608) (1.465) The table shows the net profit/loss from hedging. It therefore includes the realised P&L components posted to the profit and loss statement resulting from both the valuation of assets and liabilities subject to hedging, and the relative hedging derivative contracts, including any foreign exchange differences. During the year, other hedging transactions were carried out against adverse changes in interest rate risk, exchange risk and credit risk, mainly for bonds classified in the available-for-sale portfolio and debt securities issued by the Group and posted to Item 30 of the Liabilities, ―Securities in issue‖. For information on hedging derivatives, the gains and losses on which are indicated in lines A.1 and B.1 of this table, see Section 8, ―Hedging derivatives – Item 80‖ of the Assets (p.185) and Section 6, ―Hedging derivatives – item 60‖ of the Liabilities (p.229) in Part B of the notes to the financial statements. More information on hedged assets and liabilities can be found in the tables in Part B of the notes for each section of the accounts to which hedges are posted. 258 Notes to the consolidated financial statements - Part C – Consolidated Income Statement Section 6 - Gains (losses) on disposals/repurchases – Item 100 6.1 Gains (losses) on disposals/repurchases: breakdown (in tho usands o f EUR) Total 31/12/2010 Items / P&L items Gains Total 31/12/2009 Net Profit Losses Gains (Loss) Net Profit Losses (Loss) 1. Financial assets 1. Loans and advances to banks 11.149 (7.978) 3.171 1.570 2. Loans and advances to customers 23.137 (45.926) (22.789) 13.955 (5.639) 8.316 3. Financial assets available for sale 88.986 (25.861) 63.125 153.117 (85.030) 68.087 3.1 Debt securities 27.677 (4.959) 22.718 92.231 (70.918) 21.313 3.2 Equity instruments 47.939 (6.580) 41.359 54.995 (11.142) 43.853 3.3 Units of UCITS 13.370 (14.322) 5.891 (2.970) 2.921 (952) - 1.570 3.4 Loans - - - - - - 4. Financial assets held to maturity - - - - - - 43.507 168.642 - - Total assets 123.272 (79.765) (90.669) 77.973 1. Financial liabilities 1. Deposits from banks 2. Customer accounts - 3. Securities in issue Total liabilities - - - - - 4.672 (25.009) (20.337) 8.929 (20.673) (11.744) 4.672 (25.009) (20.337) 8.929 (20.673) (11.744) The table shows the net profit/loss arising from the disposal of financial assets other than those held for trading and those designated at fair value, and the net profit/loss arising from the repurchase of own financial liabilities. With regard to financial liabilities, the repurchase of own liabilities is treated as advance repayment with derecognition of the financial instrument and subsequent realisation of gains or losses on repurchase. 259 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 7 – Net profit (loss) on financial assets and liabilities designated at fair value – Item 110 7.1 Net change in financial assets and liabilities designated at fair value: breakdown (in tho usands o f EUR) Transactions / P&L items Capital Gains (A) Gains Losses Capital following disposal (B) Losses (C ) Net P rofit (Loss) Net P rofit (Loss) following disposal (D) (A+B) - (C+D) (A+B) - (C+D) 31 12 2010 31 12 2009 1. Financial assets - - - - - - 1.1 Debt securities - - - - - - 1.2 Equity instruments - - - - - - 1.3 Units of UCITS - - - - - - 1.4 Loans - - - - - - 58.471 37.396 (191.699) (20.155) (115.987) (141.684) 58.471 37.396 (191.699) (20.155) (115.987) (141.684) 2.2. Deposits from banks - - - - - - 2.3. Customer accounts - - - - - - - 119.814 2. Financial liabilities 2.1 Debt securities 3. Financial assets and liabilities denominated in foreign 4. Credit and financial derivatives Total x x x x 154.484 155.599 (61.141) (163.335) 85.607 212.955 192.995 (252.840) (183.490) (30.380) (21.870) This item includes capital gains and losses originating from the fair-value measurement of financial liabilities classified in the fair value option portfolio and the related hedging derivative contracts. With reference to the amount of capital gains recognised under financial liabilities in column A, line 2.1, ―Debt securities‖, equivalent to EUR 58.5 mln, Group companies -by applying the interpretation published by the Italian accounting standards board (OIC) in Operating Guidance No. 4 ―Operating guidance for the accounting treatment of rules on the distribution of profits and reserves pursuant to Legislative Decree No 38 of 28 February 2005‖, endorsed by the Supervisory Authority- will arrange, when distributing profits, to set this amount aside, after tax, in a nondistributable reserve pursuant to Article 6 of Legislative Decree No 38 of 28 February 2005. 7.1.a Net profit (loss) on financial assets designated at fair value - depreciation or trading losses due to deterioration of debtor creditworthiness The portfolio posted to balance sheet assets for an amount of EUR 247.1 mln is exclusively attributable to pension plan assets. 260 Notes to the consolidated financial statements - Part C – Consolidated Income Statement 7.1.b Net profit (loss) on financial assets and liabilities designated at fair value using the fair value option Capital Type/Item Gains following disposal Net Profit (Loss) Losses Losses Capita Gains (in tho usands o f EUR) following disposal 3 1 12 2 0 10 3 1 12 2 0 0 9 Assets - - - - - - Natural hedges through derivatives - - - - - - Natural hedges through other financial instruments - - - - - - Other types of accounting mismatches - - - - - - Financial asset portfolios managed internally on a fair value basis - - - - - - Structured financial instruments - - - - - - 58.471 37.396 (191.699) 58.471 37.396 (191.699) Natural hedges through other financial instruments - - - - - - Other types of accounting mismatches - - - - - - Financial asset portfolios managed internally on a fair value basis - - - - - - Structured financial instruments - - - - - - 154.484 155.599 85.607 119.814 154.484 155.599 85.607 119.814 Other types of accounting mismatches - - - - - - Financial asset portfolios managed internally on a fair value basis - - - - - - Credit derivatives - - - - - - Natural hedges - - - - - - Other types of accounting mismatches - - - - - - Financial asset portfolios managed internally on a fair value basis - - - - - - 212.955 192.995 Liabilities Natural hedges through derivatives Financial derivatives Natural hedges Total (20.155) (115.987) (141.684) (20.155) (61.141) (163.335) (61.141) (163.335) (252.840) (183.490) (115.987) (30.380) (141.684) (21.870) 7.1.c Changes in fair value of fair valued financial liabilities due to changes in own creditworthiness 3112 2010 (in tho usands o f EUR) In the year Type/Item Changes in fair value of fair valued financial liabilities due to changes in own credit risk Capital Lo sses Capital Gains - 4.800 Cumulative Net P ro fit (Lo ss) 4.800 Capital Lo sses Capital Gains - 9.114 Net P ro fit (Lo ss) 9.114 Changes in fair value of liabilities issued due to changes in own creditworthiness are 'immunized' for the purpose of regulatory capital quantification. 261 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 8 – Net impairment losses/reversals – Item 130 8.1 Net impairment losses/reversals on loans: breakdown (in tho usands o f EUR) Value adjustments Write-back A . Lo ans and advances to banks - Lo ans - Debt securities B . Lo ans and advances to custo mers - Lo ans - Debt securities C . T o tal Specific Portfolio Others P&L items Write-o ff Specific Transactions / A Portfolio B A B Total Total 31 12 2010 31 12 2009 (368) (10.214) (4.189) 173 4.167 - 1.353 (9.078) (8.924) (368) (5.862) (3.886) 173 4.167 - 1.353 (4.423) (100) (4.352) (303) - - - - (4.655) (8.824) (51.501) (1.806.239) (75.228) 292.800 374.274 21 149.442 (1.116.431) (1.443.786) (51.501) (1.806.037) (74.633) 292.800 374.274 21 60.739 (1.204.337) (1.411.766) (202) (595) - - - 88.703 87.906 (32.020) ( 5 1.8 6 9 ) ( 1.8 16 .4 5 3 ) ( 7 9 .4 17 ) 2 9 2 .9 7 3 3 7 8 .4 4 1 21 15 0 .7 9 5 ( 1.12 5 .5 0 9 ) ( 1.4 5 2 .7 10 ) - - Key A = From interest B = Other reversals This item includes losses and reversals recognised for the impairment of financial instruments allocated to the portfolios of loans and advances to customers and loans and advances to banks. In particular, the ―Write-offs‖ column shows losses recorded in relation to the derecognition of financial instruments, whereas the ―Other‖ column includes specific write-downs on impaired loans subject to analytical valuation. Portfolio value adjustments are quantified with reference to performing financial instruments. Column A (specific write-backs) incorporates the write-backs represented by interest released on impaired positions valued at amortised cost and interest on arrears recovered and written down in the year in which it was accrued. For further information on loans and advances to banks and customers, see Section 1, ―Credit risk‖, of Part E of the notes to the financial statements. 262 Notes to the consolidated financial statements - Part C – Consolidated income statement 8.2 Net impairment losses/reversals on available-for-sale financial assets: breakdown (in tho usands o f EUR) Value Adjustments Specific Transactions / P&L items Write-backs Write-offs Specific Others A Total Total 31 12 2010 31 12 2009 B A. Debt securities - (665) - - B. Equity instruments - (25.882) x C. Units in UCITS - (3.934) x D. Loans to banks - - - - - - E. Loans to customers - - - - - - F. Total - - - x - (30.481) (665) (413) (25.882) (25.884) (3.934) (4.887) (30.481) (31.184) Key A = From interest B = Other write-backs 8.3 Net impairment losses/reversals on held-to-maturity financial assets: breakdown No figures are present for the current year or for the previous year. 8.4 Net impairment losses/reversals on other financial transactions: breakdown (in tho usands o f EUR) Value adjustments Write-backs Specific Portfolio P&L items Others Transactions / Write-offs Specific A A. Guarantees issued - (6.706) (5.683) B. Credit derivatives - C. Commitments to disburse funds - D. Other transactions - E. Total - (8.568) (7.067) - - (172) (1.384) (1.690) - Portfolio B A Total Total 31 12 2010 31 12 2009 B - 3.299 - 1.411 (7.679) - - - - - - - - (1.556) - 300 - - (1.390) - 3.599 - 1.411 (10.625) - (15.492) (298) 2.826 (12.964) This item shows impairment losses/reversals relating to guarantees issued, in order to cover the expected loss in the event that these are executed. 263 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 9 – Net premiums – Item 150 The tables in this section have not been completed since the Group has no net premiums either for the current year or for the previous year. Section 10 – Other net insurance income/expense – Item 160 The tables in this section have not been completed since the Group has no insurance management activities either for the current year or for the previous year. 264 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 11 – Administrative expenses – Item 180 11.1 Personnel expenses: breakdown (in tho usands o f EUR) Type of Expense / Area 1. Employees Total Total 31 12 2010 31 12 2009 (2.206.385) (2.364.267) (1.554.606) (1.568.429) b) social-welfare charges (406.862) (401.405) c) severance pay (106.011) (102.619) (19) (15) (6.895) (15.901) (7.602) (9.138) - defined contribution (6.031) (6.507) - defined benefit (1.571) (2.631) (34.692) (50.254) (34.478) (49.985) a) wages and salaries d) social security expenses e) provision for staff severance pay f) pension fund and similar obligations: g) contributions to external pension funds: - defined contribution - defined benefit h) costs related to share-based payments (214) - i) other employee benefits (269) (23.482) (89.698) (193.024) 2. Other staff (9.083) (12.039) 3. Directors and Statutory Auditors (9.029) (9.621) 4. Retired personnel (241) Total (2.224.738) (2.385.927) Further to clarifying instructions issued by the Bank of Italy with communication of 16 February 2011, expenses incurred for employee insurance policies were classified as "Personnel expenses", line 1 i) "other employee benefits"; consequently, a reclassification for an amount of EUR 35.69 mln was made for 2009 from "Other administrative expenses - Insurance" to "Personnel expenses" line 1 i) "Other employee benefits". The line ―pension and similar obligations‖ includes amounts set aside for internal funds, while the line ―contributions to external pension funds‖ includes contributions paid and adjustments made to external pension funds. The line ―Other employee benefits‖ includes early retirement benefits for an amount of EUR 16.1 mln. 265 Notes to the consolidated financial statements - Part C – Consolidated income statement 11.2 Average number of employees by category Category / Average Number 31 12 2010 31 12 2009 31.775 32.384 535 560 b) middle managers 11.637 11.291 c) remaining staff 19.603 20.533 Employees: a) executives Other personnel Total 105 91 31.880 32.475 11.3 Defined-benefit pension funds: total cost (in tho usands o f EUR) 31 12 2010 Defined-benefit Defined-benefit company pension company pension Provision funds Items/Amounts Current service cost (+) 31 12 2009 Internal External pension pension plans plans severance pay Provision funds for staff for staff Piani Piani interni esterni severance pay (214) (2.426) (1.320) (231) (2.567) (2.147) (7.490) (18.973) (5.552) (8.000) (19.550) (13.743) 6.203 20.124 - 6.690 19.846 - - - - - - - Actuarial gains and losses (±) 921 5.355 Social security cost in relation to past employment service (+) (55) Financial charges (+) Expected return on plan assets (-) Third party reimbursements (-) (23) - - (834) (256) (13.441) (9) - - Effect of any plan curtailments (±) - - - - - - Effect of any plan settlements (±) - - - - - - (936) - - - - - (1.571) 4.080 Effect of recognition of assets (+) Total 11.4 Other employee benefits The Group has no other employee benefits. 266 (6.895) (2.631) (15.712) (15.899) Notes to the consolidated financial statements - Part C – Consolidated income statement 11.5 Other administrative expenses: breakdown (in tho usands o f EUR) Items/Amounts 31 12 2010 Stamp duties Indirect taxes and duties 31 12 2009 (174.051) (179.691) (74.611) (83.854) Municipal immovable property tax (9.164) (9.290) Subscription and purchase of publications (1.670) (1.853) (165.084) (159.769) Cleaning service contracts (22.540) (27.628) Insurance (59.050) (53.084) Rentals (46.911) (51.266) (137.922) (128.660) Third-party data processing (78.015) (69.038) Title searches and land registry surveys (10.716) (11.222) Lease of equipment (44.365) (54.634) Utilities (46.173) (45.116) Maintenance of movable and immovable properties (used in the business ) (48.660) (73.783) Data transmission rental (40.158) (47.390) Postage (58.337) (64.639) Advertising (66.105) (57.483) (7.483) (8.920) Reimbursement of employee car and travel expenses (27.160) (28.824) Security services (38.640) (38.296) Software (93.399) (101.662) Property rentals Remuneration of external professionals Membership dues Expenses for services supplied by MPS Group companies and entities - Corporate entertainment expenses (2.893) (8.951) (6.352) (301) (1.124) Printing and stationery (12.684) (13.148) Telephone, telefax and telegraph (18.162) (22.585) Transportation (40.627) (51.226) Sundry occupancy expenses and refunds for release of immovable property used in the business (13.431) (21.613) Expenses for non-rented investment real estate Integration costs - (27.494) Other (57.070) (52.870) Total (1.401.440) (1.495.407) Further to clarifying instructions issued by the Bank of Italy with communication of 16 February 2011, expenses incurred for employee insurance policies were classified as "Personnel expenses", line 1 i) "other employee benefits"; consequently, a reclassification for an amount of EUR 35.69 mln was made for 2009 from "Other administrative expenses - Insurance" to "Personnel expenses" line 1 i) "Other employee benefits". 11.5.a Information on operating leases (in tho usands o f EUR) Items/Amounts 31 12 2010 31 12 2009 Minimum lease payments - Contingent lease payments recognised as expense in the period - - Rent from subleases - - Total - 267 (142) (142) Notes to the consolidated financial statements - Part C – Consolidated income statement Section 12 – Net provisions for risks and charges – Item 190 12.1 Net provisions for risks and charges: breakdown (in tho usands o f EUR) 31 12 2010 Items/Amounts Provisions for the year Write-backs Total Personnel Legal costs disputes (56.832) 14.435 (42.397) (8.389) (8.389) 31 12 2009 Personnel Legal costs disputes Others Total (28.475) (93.696) (77.424) (1.625) (45.201) 17.871 32.306 7.081 2.237 15.984 25.302 (10.604) (61.390) 612 (29.217) (98.948) (70.343) Others Total (124.250) The item "Provisions for risks and charges" for the year is negative by EUR 61.4 mln; of this, EUR 56.8 mln relates to legal disputes. Changes due to the time value of money are included in "Provisions for the year" and show the amount of ―time value‖ accrued during the year due to the expected imminent maturity of the estimated liability. 268 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 13 – Net value adjustments/write-backs on property, plant and equipment – Item 200 13.1 Net value adjustments on property, plant and equipment: breakdown Assets / P&L items Amortization (a) Impairment losses (b) Net Profit (loss) Net Profit (loss) (a+b-c) (a+b-c) Write-backs (c ) 31 12 2010 31 12 2009 Tangible assets A.1 Owned (100.611) (975) - (101.586) (105.646) - used in the business (96.831) (971) - (97.802) (101.379) - held for investment (3.780) (4) - (3.784) (4.267) - - - - - - used in the business - - - - - - held for investment - - - - - A.2 Leased Total (100.611) (975) - (101.586) (105.646) Property, plant and equipment with a finite life is tested for impairment. Section 14 – Net value adjustments/write-backs on intangible assets – Item 210 14.1 Net value adjustments on intangible assets: breakdown Assets / P&L items Impairment Amortization Write-backs losses ( a) (c) ( b) Net profit Net profit (loss) (loss) (a+b-c) (a +b-c) 31 12 2010 31 12 2009 Intangible assets A.1 Owned - generated internally by the company - other A.2 Leased Total (155.534) (434) - - (155.534) (434) - - (155.534) (434) - (155.968) (155.968) (155.968) (136.963) (572) (136.391) (136.963) This item mainly relates to the amortisation of software held by the MPS Group Operating Consortium and to the amortisation of finite-life intangible assets identified during the PPA process for the subsidiaries Biverbanca (€ 7.5 mln) and Banca Antonveneta S.p.A. (€ 71 mln). 269 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 15 – Other operating income / expenses – Item 220 15.1 Other operating expenses: breakdown (in tho usands o f EUR) Items/Amounts Total Total 31 12 2010 31 12 2009 Exceptional write-downs of assets not attributable to a separate account Contingent liabilities not attributable to a separate account (126) (895) (32.153) (14.787) (576) (2.770) (9.648) (6.149) (29.121) (27.381) Passive lawsuits Cost of robberies Write-downs on improvements of third-party goods recognized as "Other Assets" Expenses on rental property held for investment (75) Other real estate inventory/management costs - - Cost of financial lease transactions - (12.586) (9.170) Other (102.929) (103.314) Total (187.214) (164.466) 15.2 Other operating income: breakdown (in tho usands o f EUR) Total Items/Amounts Total 31 12 2010 31 12 2009 45 107 17.957 30.289 25 49 9 6 Rents from real estate used in the business 757 2.342 Other revenues from real estate inventory/management 893 441 203.932 193.327 Recovery of insurance premiums 52.252 39.590 Proventi relativi ad operazioni di locazione finanziaria 10.221 7.535 5.920 6.089 Other 98.437 96.647 Total 390.448 376.422 Exceptional write-downs of liabilities not attributable to a separate account Contingent assets not attributable to a separate account Insurance reimbursements Rents from investment real estate Recovery of taxes Other third-party charges "Tax recoveries" were mainly related to the stamp duty on current accounts and securities deposited and to the substitute tax on medium-term loans. 270 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 16 – Gains (losses) on equity investments – Item 240 16.1 Gains (losses) on equity investments: breakdown (in tho usands o f EUR) P&L items/Sectors Total Total 31 12 2010 31 12 2009 1) Jointly owned companies A. Income - - 1. Revaluations - - 2. Gains on disposal - - 3. Write-backs - - 4. Other income - - - - 1. Write-downs - - 2. Impairment losses - - 3. Losses on disposal - - 4. Other expenses - - - - 260.866 131.835 82.790 115.412 176.926 16.423 - - 1.150 - B. Expense Net Profit (Loss) 2) Companies subject to significant influence A. Income 1. Revaluations 2. Gains on disposal 3. Write-backs 4. Other income B. Expense (30.983) (18.184) 1. Write-downs (12.621) (4.160) 2. Impairment losses (18.000) (14.024) 3. Losses on disposal (48) - (314) - 4. Other expenses Net Profit (Loss) 229.883 113.651 405.455 84 - - 405.455 4 3. Write-backs - 80 4. Other income - - 3) Subsidiaries A. Income 1. Revaluations 2. Gains on disposal B. Expense - (17.662) 1. Write-downs - - 2. Impairment losses - - 3. Losses on disposal - 4. Other expenses - (17.662) - Net Profit (Loss) 405.455 (17.578) Total 635.338 96.073 Gains on disposal of companies subject to significant influence, totalling EUR 176.9 mln before the tax impact of EUR 1.9 mln, refer to the disposal of the affiliate Prima Holding S.p.A. Under "Income" and "Expense", the lines "Revaluations" and "Write-downs" respectively refer to gains and losses arising from valuation at equity of entities subject to significant influence. 271 Notes to the consolidated financial statements - Part C – Consolidated income statement Gains on disposal of subsidiaries is the result of the demerger of consortium company 'Consorzio Perimetro Gestione Proprietà Immobiliari S.c.p.a' within the framework of the overall real estate deal of the MPS Group. This deal was described in Part A "Acounting Policies - Significant accounting choices made while preparing the financial statements", which is referenced for further information. 272 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 17 – Net gains (losses) on tangible and intangible assets measured at fair value – Item 250 The tables for this section were not presented since for the current year and the year for comparison, there were no tangible and intangible assets carried at fair value. Section 18 – Impairment of goodwill – Item 260 18.1 Impairment of goodwill: breakdown Being an asset with an indefinite or unlimited useful life, goodwill is tested at the end of each year to asses whether the amount posted to the financial statements is available or recoverable. The test performed did not result in any impairment being reported for goodwill allocated to the various CGUs (cash generating units). For additional information concerning the methods for conducting ―impairment tests‖, see the appropriate section in Part B of the Notes to the Financial Statements – Information on the Balance Sheet – Section 13 of Assets – Intangible Assets: breakdown by type of asset. Section 19 – Gains (losses) on disposal of investments – Item 270 19.1 Gains (losses) on disposals of investments: breakdown (in tho usands o f EUR) P&L items/Sectors A. Property Total Total 31 12 2010 31 12 2009 16.403 46 - Gains on disposal 16.403 46 - Losses on disposal - - 165.991 42.217 165.998 42.249 B. Other assets - Gains on disposal - Losses on disposal (7) Net Profit (Loss) 182.394 (32) 42.263 The EUR 166 mln in net profit generated in 2010 concerns the disposal of banking business to the Carige Group (22 branches) and Cassa di Risparmio di Firenze (50 branches). It is noted that the disposal falls within the plan drawn up following regulation no. 18327 of 7 May 2008 set forth by the Italian Antitrust Authority to authorise the acquisition of Banca Antonveneta on condition that certain branches be disposed of in areas with footprint exceeding the limits set out in current legislation on competition-related issues. 273 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 20 – Tax expense (income) on profit (loss) from continuing operations – Item 290 20.1 Tax expense (income) on profit (loss) from continuing operations: breakdown (in tho usands o f EUR) P&L items/Sectors Total Total 31 12 2010 31 12 2009 1. Current tax (-) (327.683) 2. Adjustments to current tax of prior years (+/-) (3.881) 3. Reduction of current tax for the year (+) (458.313) 140.911 1.412 11 4. Changes in prepaid taxes (+/-) 64.382 277.532 5. Changes in deferred taxes (+/-) (76.080) 6. Tax expense for the year (-) (-1+/-2 +3+/-4+/-5) (341.850) 9.350 (30.509) The overall balance of item 290 ―Tax expense (income) on profit (loss) from continuing operations‖ was affected not only by ordinary charges in relation to the corporate income tax (IRES) and regional productivity tax (IRAP) but also by Banca Antonveneta's deduction of a residual portion of goodwill (50%) recognised in 2009, which had a negative impact of EUR 113,3 mln on item ―1. Current tax assets/liabilities‖, due to payment of the substitute tax and a positive EUR 226.7 mln impact on item ―4. Changes in deferred tax assets" due to recognition of deferred tax assets, with an overall positive impact of EUR 113.4 mln on this item. 20.2 Reconciliation of theoretical tax charge to actual tax charge (in tho usands o f EUR) Items/Amounts 31 12 2010 (A) Pre-tax profit (loss) from continuing operations (B) Pre-tax profit (loss) from groups of assets held for sale (A+B) Pre-tax profit (loss) Current rate of corporate income tax (IRES) Theoretical tax rate 31 12 2009 1.327.181 43.434 3.620 226.283 1.330.801 269.717 27,5 27,5 (365.970) (74.172) Permanent differences (49.826) 149.840 Other 174.584 (13.142) (102.606) (107.628) (343.818) (45.102) (341.850) (30.508) (1.968) (14.594) Regional tax on productivity (IRAP) - ordinary rate Income taxes for the year of which: Taxes on income from continuing operations Taxes on the income of groups of assets held for sale The line ―Permanent differences‖ reflects the effect of changes made to the profit reported in the profit and loss statement to determine profit subject to IRES taxation. With respect to decreases, the amount was related mainly to the disposal of existing equity investments under the participation exemption, PEX (Art. 87 of the Consolidated Act on Income Tax); with respect to increases, the amount was related to total nondeductible interest expense (Art. 96 of the Consolidated Act on Income Tax) and losses from disposal or valuation of PEX equity investments. 274 Notes to the consolidated financial statements - Part C – Consolidated income statement Section 21 – Profit (loss) after tax from groups of assets held for sale – Item 310 21.1 Profit (loss) after tax from groups of assets/liabilities held for sale: breakdown (in tho usands o f EUR) P&L items/Sectors Total Total 31 12 2010 31 12 2009 1. Income 15.520 47.942 2. Expense (10.184) (23.686) (477) (580) 3. Profit (loss) from valuation of groups of assets and related liabilities 4. Profit (loss) from disposal (1.239) 202.607 5. Taxes and duties (1.968) (14.594) Profit (Loss) 1.652 211.689 Following transactions under way as at 31.12.2010 which will lead to the 100% disposal of subsidiary Monte Paschi Monaco S.A.M.and loss of control of MPS Venture SGR S.p.a., the latter entities were considered as disposal groups held for sale. As a result, profit and loss data, net of intragroup relations, were reclassified to item 310 of the profit and loss "Gains (losses) after tax on groups of assets held for sale". Measurement of individual assets and groups of assets held for sale at the lower of their carrying amount and fair value less costs to sell does not entail any depreciation. 21.2 Breakdown of income taxes on groups of assets/liabilities held for sale (in tho usands o f EUR) 1. Current taxes (-) Total Total 31 12 2010 31 12 2009 (1.966) (14.594) 2. Changes in prepaid taxes (+/-) (2) - 3. Changes in deferred taxes (+/-) - - 4. Income taxes for the period (-1 +/-2 +/-3) (1.968) The amount shown in the table corresponds to the tax impact from afore-mentioned discontinued operations. 275 (14.594) Notes to the consolidated financial statements - Part C – Consolidated income statement Section 22 – Profit (loss) for the year: minority interests – Item 330 The tables for this section were not presented since for the current year and the year for comparison, there was no profit (loss) for the year attributable to minority interests for the Group. Section 23 – Other No additional disclosure to that presented in accordance with the international accounting standards and Circular letter no. 262 of the Bank of Italy is required. Section 24 – Earnings per Share (EPS) 24.1 Reconciliation of weighted average number of ordinary shares outstanding (No . o f shares) Items/Amounts 31 12 2010 31 12 2009 5.541.170.406 5.518.511.838 - - 932.643 14.994.767 Dilutive effect from convertible liabilities (+) 2.090.562.823 - Dilutive effect from convertible liabilities (+) - - 7.632.665.872 5.533.506.605 Weighted average number of ordinary shares outstanding (+) Dilutive effect from put options sold (+) Dilutive effect from ordinary shares to be assigned as a result of treasury share-based payments (+) Weighted average number of ordinary shares outstanding by diluted earnings per share 24.2.a Reconciliation of net profit (loss) for the year – numerator for basic earnings per share (in tho usands o f EUR) Item/Amount Net Profit (Loss) Profit (loss) attributable to other types of shares Net profit (loss) attributable to ordinary shares numerator for basic earnings per share 31 12 2010 31 12 2009 Relating to Relating to continuing discontinue d operations Relating to Relating to continuing discontinue d operations Total Total operations pertaining to and the Parent operations pertaining to and pertaining and the Parent pertaining to the pertaining Company to the pertaining Parent to the Parent to the Company Parent Company Parent and 823.433 Company 122 (147.394) (22) 676.039 100 276 823.555 8.425 (147.416) (1.476) 676.139 6.949 Company 211.689 (37.074) 174.615 Company 220.114 (38.550) 181.564 Notes to the consolidated financial statements - Part C – Consolidated income statement 24.2.b Reconciliation of net profit (loss) for the year – numerator for diluted earnings per share (in tho usands o f EUR) 31 12 2010 31 12 2009 Relating to Relating to Relating to Relating to continuing discontinued continuing discontinued Total Total operations operations operations operations pertaining to pertaining to and and and and the Parent the Parent pertaining to pertaining to pertaining to pertaining to Company Company the Parent the Parent the Parent the Parent Company Company Company Company Item/Amount Net Profit (Loss) 823.433 122 823.555 8.425 211.689 220.114 Dilutive effect from convertible liabilities 140.644 - 140.644 - - - Profit (loss) attributable to other types of shares (147.394) (22) (147.416) (1.475) (37.074) (38.549) Dilutive effect from convertible liabilities - - - - - - Interest expenses on convertible instruments (+) - - - - - - Other (+/-) - - - - - - 816.683 100 816.783 6.950 174.615 181.565 Net profit (loss) attributable to ordinary shares numerator for diluted earnings per share 24.2.c Basic and diluted earnings per share (in EUR) 31 12 2010 Item/Amount Relating to Relating to continuing discontinued operations operations and and pertaining to pertaining to the Parent the Parent Company Company 31 12 2009 Total pertaining to the Parent Company Relating to Relating to continuing discontinued operations operations and and pertaining to pertaining to the Parent the Parent Company Company Total pertaining to the Parent Company Basic Earnings per Share 0,122 - 0,122 0,001 0,032 0,033 Diluted Earnings per Share 0,107 - 0,107 0,001 0,032 0,033 277 Notes to the consolidated financial statements - Part C – Consolidated income statement 278 Nota integrativa consolidata - Part D – Statement of Consolidated Comprenhensive Income 279 Notes to the consolidated financial statements - Part D – Statement of Consolidated Comprenhensive Income STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME (in tho usands o f EUR) Items 10 Gross Profit (loss) for the year Income Tax Net 1.330.801 343.818 986.983 (1.222.337) (377.007) (845.330) (1.264.126) (389.100) (875.026) Other income components 20 Financial assets available for sale: a) changes in fair value b) reversal to profit and loss 48.282 10.775 37.507 - impairment provisions 30.474 3.917 26.557 - realised net gains/losses 17.808 6.858 10.950 (6.493) 1.318 (7.811) c) other changes 30 Tangible assets - - - 40 Intangible assets - - - 50 Hedges of foreign investments: - - - a) changes in fair value - - - b) reversal to profit and loss - - - c) other changes - - - Cash flow hedges: 2.034 (717) 2.751 2.578 (649) 3.227 60 a) changes in fair value b) reversal to profit and loss - c) other changes 70 (544) Exchange differences: (476) 1.322 2.999 a) changes in fair value - - - b) reversal to profit and loss - - - 4.321 1.322 2.999 276 76 200 - - - Non-current assets classified as held for sale a) changes in fair value b) reversal to profit and loss c) other changes 90 Actuarial gains (losses) on defined benefit plans 100 Share of valuation reserves of equity investments valued at equity: a) changes in fair value b) reversal to profit and loss - - - 276 76 200 - - - (27.071) 10.701 (37.772) (21.818) 9.654 (31.472) - - - - impairment provisions - - - - realised net gains/losses - - - c) other changes (5.253) 110 Other income components 120 Total comprehensive income (Account 10 + 110) 130 Consolidated comprehensive income attributable to minority interests 140 (68) - 4.321 c) other changes 80 - (1.242.777) Consolidated comprehensive income attributable to Parent Company 280 1.047 (365.625) 88.024 (21.807) 10.437 14.609 77.587 (36.416) (6.300) (877.152) 109.831 (4.172) 114.003 Nota integrativa consolidata - Part E – Risks and Hedging Policies Section 1 – Credit risk ............................................................................................................................................ 282 Section 2 – Market risks ......................................................................................................................................... 327 Section 3 - Liquidity Risk ........................................................................................................................................ 359 Section 4 - Operational risk .................................................................................................................................... 368 As required by law (BoI Circular No. 263 of 27 December 2006, Title IV), it is noted that the public disclosure, Pillar 3 of Basel 2, will be published on the Montepaschi Group‘s website www.mps.it/Investor+Relations. 281 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Section 1 – Credit risk Qualitative Information 1. General aspects Within the guidelines of the Business Plan approved by the Board of Directors of the Parent Company, the Group's top priority continues to be that of improving the quality of the loan portfolio and consequently reducing credit costs. More specifically, through Credit Policies and Planning, Credit Governance sets out the strategic guidelines for the loan portfolio, both at Group level and for each individual subsidiary. The Group's credit activity is managed with a view to monitoring risk and enhancing growth opportunities, through the development of credit policies and systems aimed at making the most of trend data in connection with individual borrowers, against a background of in-depth knowledge and strategic management of positions (credit culture) 2. Credit risk management policies 2.1 Organisational aspects Within the framework of the Parent Company's reorganisation, the Credit Governance area was established during the year with a view to further optimising the Group's internal organisational processes, bringing them up to speed with external developments. It was in fact deemed appropriate to strengthen the credit department by centralising the supervision of credit policies and control of lending quality into the Credit Governance Area, in light of the increasingly strategic role credit governance has been playing in the last few years against a still-uncertain macroeconomic background. Credit Governance is organised into the following units: Model and Credit System Validation (staff unit) Credit performance monitoring (a staff unit which used to be a "service" in the previous organisation), charged with monitoring credit quality, occurring events, as well as timeliness and effectiveness of initiatives promoted by the distribution networks and group companies; Credit Policies and Planning Area, including the "Special-purpose Loans and Securitisations service" , the "Credit Policies and Quality service" and the "Loan Lab Coordination service" (reported to by the local Loan Lab departments); Group Risk and Restructuring Area, including the "Foreign Counterparties and Financial Institutions Credit service", "Groups Monitoring service" and "Loan Restructuring service". Significantly, the previous Credit Policies and Control Area has been subdivided into two highly specialised Areas whose tasks are set out within the framework of existing credit policies. In particular, the Group Risk and Restructuring Area was set up in response to the need for greater emphasis on corporate customers experiencing financial difficulties (a problem which, in 2010, was further exacerbated across the system as compared to the already high levels of 2009 ). The organisation of this Area includes a specific Loan Restructuring "service". At the same time, Credit Policies and Planning continued to update the customer loan disbursement and monitoring processes. More specifically, several activities were put in place to: • • • • • • • • • improve operating procedures for the advance review of assigned process ratings whenever there are symptoms of a possible deterioration in the customer risk profile; optimise systems to obtain information from external databases (Italian Central Credit Register and Company Accounts Data service); produce quality-assessment questionnaires, especially for Large Corporate customers, with the aim of obtaining and assessing corporate information for the current period and eliminating redundant information generated by the introduction of new rating models; update the pricing model used to determine the RAROC of each individual transaction; update and fine-tune the prospect rating model, so as to adopt new rating models and simulation functions and achieve a more accurate management of collaterals; review the methodology for the processing of expired or invalid internal ratings; redefine adjustments to credit processes with a view to reducing land registry survey costs (cadastral surveys reporting adverse judicial information and unfulfilled obligations registered with the real estate archives; information from the Central Credit Register on borrowers ' track record); update main internal regulations on credit processes; update the Consumer clients' assessment logics. 282 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Performance verification of loan disbursement processes confirmed the validity of approaches used. At the same time, measures were taken to refine the post-disbursement monitoring process, which was increasingly focused on intercepting early signs of any critical situations and promptly reassessing risks. All units involved, within their areas of competence as defined on the basis of customer segmentation and customer risk profiles, are called to grant/manage credit and monitor credit risk, using appropriate procedures (based on the internal rating system) to determine the borrower's creditworthiness, file the credit facility application, follow up on changes in the account over time and predict any emerging non-performing situations. Credit quality, which is determined in accordance with Supervisory guidance, is constantly monitored by central and outer units. In addition to existing regular units, the branch network organisation already includes a Loan and Market Quality Manager who is responsible for guaranteeing loan quality and ensuring that problem loans are properly managed in local areas. Among other things, Credit Governance oversees the process for the definition, updating and usage of nonperforming loan assessment criteria, availing itself of the Credit Performance Monitoring staff unit set up in 2010 (a former "service"). Within its area of competence, the Staff ensures appropriate implementation of the operating rules and processes of assessment; it operationally coordinates the Functions involved in the various steps of the process, verifies and organises data and information received, defines and validates the criteria to be used on a yearly basis and monitors the economic impact monthly. The management and recovery of doubtful loans are assigned by the banks to the Group Company specialising in this area (MPS Gestione Crediti Banca S.p.A.). For the purpose of defining the entire assessment process and making the methodology and criteria objectively consistent throughout the Group, a Group Directive on non-performing loan assessment was issued in 2010, which regulates the overall assessment process in line with the IAS/IFRS international accounting principles. In the course of 2010, the Credit Performance Monitoring staff unit, assisted by a leading consultant and in collaboration with MPS Gestione Crediti Banca S.p.A. and other Group Functions, completed the "Non-Performing Loans Assessment Project" which is intended to revise the methodologies for assessing the Group's non-performing loans and define new operating rules, processes and accountabilities. In particular, with regard to non-performing loans, current organisational and information flows with MPS Gestione Crediti Banca S.p.A. were analysed, statistical adjustment and automated assessment models reviewed and new procedures/controls implemented. 2.2. Management, measurement and control systems Starting in 2008, statistical models aimed at creating the Internal Rating Model and rating assignment processes were authorised by the Supervisory Authority for the calculation of capital requirements using the Advanced IRB approach (AIRB). Basel 2 requires the Group to adopt the following credit risk measures needed to calculate regulatory capital (AIRB approach): Probability of Default (PD), Loss Given Default (LGD), and Exposure At Default (EAD). The new methodology with the greatest impact on risk measurements is "Probability of Default‖, which is a reflection of the borrower‘s rating, meaning its ability to meet obligations assumed over a time horizon of one year. Thus, a rating is a probability-based approach to risk assessment, and represents a projection of portfolio quality that forms a part of daily processes of credit facility assessment, loan management and pricing, as well as of the procedures used to determine loan loss provisions and reports used by management. The statutory adoption of risk criteria has made it possible to obtain significant operational advantages, both in terms of a higher accuracy in credit budgeting forecasts and in terms of a more effective monitoring of credit aggregates: based on the risk criteria, the Group sets the process for the yearly budgeting of credit items and makes accurate and sustainable forecasts in relation to the loan portfolio, watchlist and non-performing loan flows and loan-loss provisions. Forecast sustainability is ensured by the definition of concrete loan portfolio actions which are communicated to the outlying networks through an internal regulatory document as well as by amending the credit disbursement and management processes and criteria. All credit processes use the borrower rating as a decision-making driver, and they are conceived on the bsis of the specific nature of various customer segments in order to optimise the use of resources employed in loan management/monitoring and to achieve the right balance between the push for sales and an effective loan management system. The internal rating system, which affects the Corporate and Retail portfolios, is based on the development of several statistical models specialised by customer type with the aim of assigning a rating for 283 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies prospective borrowers (first-time lending models based on financial and demographic information taken from outside databases) and for existing borrowers (for which behavioural models have also been used, which incorporate internal performance data). 2.2.1 Credit policies In 2010 there were further refinements in the process of determining credit policies which began in 2008 and was based on analytical portfolio estimates. In fact, only after adopting the advanced approach to new supervisory regulations was it possible to use this methodology in an operational context including, most notably, the establishment of guidelines for assuming credit risks. In 2010, activities focusing on the development of a model for the definition of credit policies for businesses continued with the purpose of providing more in-depth information during the forthcoming budgeting processes from a geo-sectoral perspective/classification,. In particular, the following is assessed for each area of business: • • • the level of "attractiveness" based on the growth and risk prospects estimated from system data, which are then used to determine allocation of expected net growth flows to the various business sectors (as defined during the budgeting process for each individual business unit); the "positioning" of the Group in terms of market risk and market shares with respect to the banking system; on this basis, the operating practices are set out which are needed to obtain the expected growth level (re-qualification required, internal or external development); the geographical breakdown of prospective customers, for risk levels to be in line with the credit policies put in place to support lending. The loan portfolio growth for 2011 (both as "trend" and "target") was estimated and submitted to the BoD. Based on this estimate, the Operational Planning Area has set the credit quality objectives to be assigned to the network (NPL , watchlist and past due loan flows, average PD of performing loan portfolio). These estimates are the result of a well-established model which is subject to regular methodological fine-tuning and upgrading cycles and is organised into the following phases: A. Analysis of the current portfolio, which has the aim of singling out the main factors that contribute to risk and identifying the most effective measures to contain expected loss; In addition, the portfolio's "degree of rigidity" is assessed; this is affected by the level of medium and long-term exposure and the existence of sector concentrations which could affect portfolio quality. B. Estimate of the loan portfolio trend and cost of credit for 2011 given certain sales and risk targets in the absence of credit policies. C. Definition of credit policy measures deemed necessary to contain cost of credit and future risk; thus, the determination of credit policy actions is guided by the need to reconcile the portfolio‘s projected risk trends with the restrictions of Economic Capital and Expected Loss assigned to credit risk as a part of the Capital Allocation process. In operational terms, for the allocation of new disbursements and the management of existing credit facilities, guidance is formulated on the basis of the assigned rating, customer segment, business sector, geographical area and type of facility. 2.2.2 Disbursement processes Loan disbursement processes are aimed at improving the effectiveness, efficiency and level of service in loan management with the goal of: • • • • standardising and automating loan proposals and risk assessment to the extent possible; adapting processes to the branch network‘s organisational and operating requirements; assessing creditworthiness, also through the assignment of internal ratings to individual borrowers; improving customer response time. The procedure available to the branch network and the Head Office for managing all phases of the loan disbursement process, consists in the Electronic Loan File (it. Pratica Elettronica di Fido or P.E.F.). This tool is continually optimised with the aim of improving both response time and the selection of acceptable risk. The assessment and approval methods implemented in the P.E.F. reflect the principles and rules of the internal rating system. Thus, methods differ depending on whether the customer is an individual/consumer (retail) or a business (a corporation with revenues under € 2.5 million, or a corporation with revenues over € 2.5 million) and on whether the customer is a prospect or existing customer. 284 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies In keeping with the regulatory provisions issued by the Supervisory Authority, the P.E.F. was designed to use one single rating when borrowers have relationships with several MPS Group banks. In terms of activities aimed at complying with AIRB requirements, the assignment of decision-making powers in the loan disbursement process based on risk-based approaches is one of the key elements in meeting the expertise requirements mandated by the Bank of Italy. These approaches, which escalate to decision-making bodies having higher levels of power in the event of higher levels of risk underlying the credit facility, made it possible to achieve regulatory and operational advantages. In 2010, the P.E.F. was further enhanced with the possibility to intervene on specific details of the loan application and approval process in relation to initiatives in support of households and businesses as a result of the economic crisis (mainly ―fight the crisis‖ and ―joint notices‖); Activities were put in place for the revision of credit processes: new decision-making powers are being considered for both the Group's outer units and local areas (from Area Managers to individual decision-makers) and credit assessment "sectors" are being set up within the local head offices. For test purposes, a pilot project was launched in the Northern Tuscany Area. 2.2.3 Monitoring processes As to post-disbursement management and monitoring of the credit portfolio, the ―Loan Performance Management‖ process continues to be used by the branch network which, on the basis of the forecasting features of rating models, makes it possible to monitor changes in the Bank‘s loan portfolio over time, while focusing the attention of relationship managers only on customers who statistically have a medium to high likelihood of default within one year. ―Trend Management‖ is based on an early warning system leveraging four subprocesses: • • • • ―System Surveillance‖, which focuses and directs monitoring activities on major risk positions; with this process, the bank uses forecasts to safeguard the performing loan portfolio with the aim of diagnosing problems in advance using measures to upgrade the portfolio; ―Operational Management‖ which makes it possible to monitor the loan portfolio daily so as to identify any abnormal internal and external events indicative of potential risk with a view to anticipating deterioration occurring within a month that has not been reflected in the rating. The process uses an IT application that flags irregularities for operators and points them in the direction of operational measures that differ according to problem severity; ―Default Loan Management‖ is the process that identifies for the branch network all situations where credit limits have been exceeded. For certain positions of a relatively low amount without sales targets, it is possible to manage the recovery process externally by mandating a specialised credit collection bureau; ―Simplified Renewals‖ (for positions with limited risk) are aimed at automatically extending existing loans from year to year for internal purposes. In 2010 measures were taken to refine the post-disbursement monitoring process, which has increasingly focused on intercepting early signs of critical situations and promptly reassessing risks. In the fourth quarter, the new credit monitoring process -which entailed the scrutiny of some of the original assumptions on account of results obtained from the review of the credit monitoring process (‗lending performance management system‘)- was brought to completion, with a view to improving the post-disbursement quality of the credit portfolio. Within this framework, together with the Knowledge Management and Training Service, the training plan " ―Credit Monitoring: Basic Principles" has been rolled out. Under this plan, over 5,000 employees will receive classroom training in the first six months of 2011. The production of daily and monthly reports for the Top Management continued to carefully track both the incoming and existing credit flows, with a special focus on credit quality and more detailed insight into its components. In particular, the procedure for the daily reporting of watchlist and non-performing flows was further finetuned. Finally, support was granted -as is the common practice- to the auditing firm and to the "Financial Statements and Accounting" department (service) for the purpose of financial statement auditing , as well as to Investor Relations for the preparation of reports requested by the Top Management for meetings with analysts and rating companies. In conclusion, as indicated in the paragraph concerning the organisational setup, the overall tracking of positions undergoing restructuring was centralised - as per the debt crisis solution tools set out by the Bankruptcy Act (art. 67 3rd par., lett. d, art. 182 bis)- into the "Group Risk and Restructuring Area", staffed with highly qualified resources. Centralised management is mandatory when exposure at Banking Group level exceeds € 5 mln. Numerous 285 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies agreements have been signed and a high number of files are being tracked, in line with the trend recorded for the industry in general which is not showing any signs of slowing down. Quantitative Information A. CREDIT QUALITY A.1 Impaired and performing loans: amounts, value adjustments, movements, breakdown by business sector and geographical area A.1.1 Breakdown of financial assets by portfolio and credit quality (book values) (in tho usands o f EUR) Other Total Other Impaired Other assets companies Past-due Restructured loans Watchlist loans Non- Portfolio/quality performing Banking Group 1. Financial assets held for trading 7.440 16.125 13.664 1.895 33.211.317 - - 33.250.441 2. Financial assets available for sale 4.589 761 - - 19.470.560 - - 19.475.910 3. Financial assets held to maturity - - - - 3 - - 3 4. Loans and advances to banks 4.824 10.662 - 103 9.694.291 - - 9.709.880 5. Loans and advances to customers 5.485.087 4.014.586 1.248.738 632.244 144.856.926 - - 156.237.581 6. Financial assets designated at fair value - - - - 39.500 - - 39.500 7. Financial assets held for sale - - - - 51.870 - - 51.870 8. Hedging derivatives - - - - 313.412 - - 313.412 Total 31 12 2010 5.501.940 4.042.134 1.262.402 634.242 207.637.879 - - 219.078.597 Total 31 12 2009 4.672.113 3.774.654 702.858 1.108.750 188.426.959 - - 198.685.334 With regard to the various portfolios of financial assets, the table provides a breakdown by credit quality using the definition of impaired exposure set out by the Bank of Italy and adopted for the purposes of the financial statements. Since the entire portfolio of financial assets is subject to classification by credit quality, it should be noted that the items ―Loans and advances to banks‖ and ―Loans and advances to customers‖ include not only loans but also other types of assets (securities, etc.). All amounts are book values, and thus, net of any related doubtful amounts. 286 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.1.2 Breakdown of credit exposures by portfolio and credit quality (gross and net values) 19.475.910 3 - 3 3 15.589 9.709.564 15.273 9.694.291 9.709.880 8.182.443 11.380.655 145.674.964 818.038 144.856.926 156.237.581 - - - 39.500 39.500 7. Financial assets held for sale - - - 51.870 51.870 8. Hedging derivatives - - - 313.412 313.412 19.711.850 8.271.132 11.440.718 207.637.879 219.078.597 1. Financial assets held for trading - - - - - 2. Financial assets available for sale - - - - - - - 3. Financial assets held to maturity - - - - - - - 4. Loans and advances to banks - - - - - - - 5. Loans and advances to customers - - - - - - - 6. Financial assets designated at fair value - - - - - 7. Financial assets held for sale - - - - - - Portfolio Total Net exposure 19.470.560 Gross - exposure 33.250.441 downs 33.211.317 Gross x Portfolio/quality exposure adjustments Performing Net exposure Specific write- Impaired assets (net exposure) (in tho usands o f EUR) A. Banking Group 1. Financial assets held for trading 43.058 3.934 39.124 2. Financial assets available for sale 24.596 19.246 5.350 19.470.560 - - - 81.098 65.509 19.563.098 6. Financial assets designated at fair value 3. Financial assets held to maturity 4. Loans and advances to banks 5. Loans and advances to customers Total A x x x 51.874 x 4 x 174.906.965 833.315 B. Other consolidated companies 8. Hedging derivatives x x x x - - - - - - Total B - - - x - x - - - Total 31 12 2010 19 .7 11.8 5 0 8 .2 7 1.13 2 11.4 4 0 .7 18 17 4 .9 0 6 .9 6 5 8 3 3 .3 15 2 0 7 .6 3 7 .8 7 9 2 19 .0 7 8 .5 9 7 Total 31 12 2009 17 .2 6 6 .5 5 9 7 .0 0 8 .18 4 10 .2 5 8 .3 7 5 16 5 .8 4 1.9 7 6 8 2 4 .7 8 7 18 8 .4 2 6 .9 5 9 19 8 .6 8 5 .3 3 4 With regard to the various portfolios of financial assets, the table provides a breakdown by credit quality using the definition of impaired exposure set out by the Bank of Italy and adopted for the purposes of the financial statements. Since the entire portfolio of financial assets is subject to classification by credit quality, it should be noted that the items ―Loans and advances to banks‖ and ―Loans and advances to customers‖ include not only loans but also other types of assets (securities, etc.). All amounts are book values, before and after any doubtful amounts. 287 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Pursuant to Bank of Italy's requirements set out in its communication of 16 February 2011, the following table reports performing loans and advances to customers (line 5 of previous table, "performing" column), broken down into exposures whose terms were renegotiated in collective agreements and other exposures. For both groups, past-due positions are broken down by ―past due days‖ behind schedule (the amounts of past due loans to be repaid in instalments includes both the amount past due and the amount due and payable). (in tho usands o f EUR) Performing loans and advances to customers Portfolio/quality Portfoglio Gross exposure Net exposure adjustments Exposures under renegotiation a) performing 2.466.225 24.319 2.441.906 b) past due: - - - 1/90 days 239.499 4.835 234.664 17.159 166 16.993 256.658 5.001 251.657 2.722.883 29.320 2.693.563 - - - 135.545.703 689.205 134.856.498 b) past due: - - - 1/90 days 6.860.224 94.170 6.766.054 546.154 5.343 540.811 7.406.378 99.513 7.306.865 Total other exposures 142.952.081 788.718 142.163.363 Total performing exposures to customers 145.674.964 818.038 144.856.926 91/180 days Total past due Total exposures under renegotiation Other exposures a) performing 91/180 days Total past due A.1.3 Banking Group - Balance sheet and off-balance sheet exposure to banks: gross and net values 3112 2010 (in tho usands o f EUR) Type of exposure/ Amount Gross Specific write- Portfolio exposure downs adjustments Net exposure A. Balance-sheet exposure a) Non-performing loans 47.934 41.889 x 6.045 b) Watchlist loans 40.770 29.347 x 11.423 - - x - 133 30 x 103 c) Restructured loans d) Past due e) Other assets 17.336.044 Total A x 17.424.881 71.266 2.882 163 15.277 17.320.767 15.277 17.338.338 B. Off-balance-sheet exposure a) Impaired b) other 10.700.636 x x 2.719 819 10.699.817 Total B 10.703.518 163 819 10.702.536 Total (A+B) 28.128.399 71.429 16.096 28.040.874 With regard to dealings with banks, the table provides a breakdown by credit quality using the definition of impaired exposures set out by the Bank of Italy and adopted for the purposes of the financial statements. Thus, all balance-sheet exposure amounts are stated at book values, before and after any doubtful amounts. In particular, balance-sheet exposures encompass all financial assets related to banks arising from financial statement Item 20 ―Held-for-trading financial assets,‖ Item 30 ―Financial assets measured at fair value,‖ Item 40 ―Available-for-sale financial assets and Item 60 ―Loans and advances to banks‖ with the exception of derivative contracts which are considered as off-balance-sheet in this section. 288 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Off-balance-sheet exposures include all financial transactions other than balance-sheet transactions (guarantees issued, commitments and derivatives, including those used for hedging purposes) involving the assumption of credit risk and valued using the measurement criteria set forth by the Bank of Italy. 289 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.1.4 Banking Group - Balance-sheet exposure to banks: changes in gross impaired loans 3112 2010 (in tho usands o f EUR) NonSource / Categories performing loans A. Gross exposure, opening balance Watchlist Restructured loans loans Past-due 54.144 37.448 - 21 - - - - 3.186 4.483 - 112 3.006 2.955 - - - - - - 180 1.528 - 112 9.396 1.161 - - C.1 transfers to performing loans - - - - C.2 write-offs - 368 - - 8.923 793 - - - of which: sold but not derecognised B. Increases B.1 transfers from performing loans B.2 transfers from other impaired loans B.3 other increases C. Other decreases C.3 collections 473 - - - C.5 transfers to other categories of impaired exposure C.4 amounts realised upon disposal of positions - - - - C.6 other decreases - - - - 47.934 40.770 - 133 - - - - D. Gross exposure, closing balance - of which: sold but not derecognised With regard to balance-sheet exposures to banks, the table shows changes in impaired exposure that was subject to country risk during the year. Since the entire portfolio of financial assets is subject to classification by credit quality, it should be noted that exposure includes not only loans but also other types of assets (securities, etc.). Balance-sheet exposures are expressed at book value. 290 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.1.5 Banking Group - Balance-sheet exposure to banks: changes in overall value adjustments 3112 2010 (in tho usands o f EUR) NonSource / Categories performing loans A. Opening balance of overall adjustments Watchlist Restructured loans loans Past-due 42.070 22.928 - 1 - - - - 3.709 7.236 - 29 3.630 7.236 - 29 - - - - 79 - - - 3.890 817 - - C.1 write-backs from valuation 271 449 - - C.2 write-backs from collection 3.619 - - - - 368 - - - - - - - - - - 41.889 29.347 - 30 - - - - - of which: sold but not derecognised B. Increases B.1 value adjustments B.2 transfers from other categories of impaired exposures B.3 other increases C. Other decreases C.3 write-offs C.4 transfers to other categories of impaired exposure C.5 other decreases D. Closing balance of overall adjustments - of which: sold but not derecognised With regard to balance-sheet exposures to banks, the table shows changes in overall value adjustments on impaired exposure during the year. Since the entire portfolio of financial assets is subject to classification by credit quality, it should be noted that value adjustments shown refer not only to loans but also to other types of assets (securities, etc.). Balance-sheet value adjustments are expressed at book value. 291 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.1.6 Banking Group - Balance sheet and off-balance sheet exposure to customers: gross and net amounts 3112 2010 (in tho usands o f EUR) Type of exposure/ Amount Gross Specific write- Portfolio exposure downs adjustments Net exposure A. Balance-sheet exposure a) Non-performing loans 12.478.231 6.984.381 x 5.493.850 b) Watchlist loans 5.087.549 1.072.963 x 4.014.586 c) Restructured loans 1.343.841 95.103 x 1.248.738 675.729 43.485 x 632.244 d) Past due e) Other assets 179.224.822 Total A x 198.810.172 8.195.932 224.619 31.439 818.038 178.406.784 818.038 189.796.202 B. Off-balance-sheet exposure a) impaired b) other 40.211.591 x x 193.180 35.550 40.176.041 Total B 40.436.210 31.439 35.550 40.369.221 Total (A+B) 239.246.382 8.227.371 853.588 230.165.423 The table provides a breakdown by credit quality using the definition of impaired exposure set forth by the Bank of Italy and adopted for the purposes of the financial statements. Please see the report on operations for quantification of and reporting on capital ratios for coverage of lending relationships. Thus, all balance-sheet exposures are stated at book values, before and after any doubtful amounts. In particular, balance-sheet exposure summarises all financial assets related to customers arising from financial statement Item 20 ―Held-for-trading financial assets,‖ Item 30 ―Financial assets measured at fair value,‖ Item 40 ―Available-for-sale financial assets" and Item 70 ―Loans and advances to customers‖ with the exception of derivative contracts which are considered as off-balance-sheet in this section. Off-balance-sheet exposures include all financial transactions other than balance-sheet transactions (guarantees issued, commitments and derivatives, including those used for hedging purposes) involving the assumption of credit risk and valued using the measurement criteria set forth by the Bank of Italy. Balance-sheet exposure also includes loans sold but not derecognised in relation to performing and non-performing securitisation transactions. Off-balance-sheet exposures include all financial transactions other than balance-sheet transactions (guarantees issued, commitments and derivatives, including those used for hedging purposes) involving the assumption of credit risk and valued using the measurement criteria set forth by the Bank of Italy. 292 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.1.7 Banking Group - Balance-sheet exposure to customers: changes in gross impaired loans 3112 2010 (in tho usands o f EUR) NonSource / Categories performing loans A. Gross exposure, opening balance Watchlist Restructured loans loans Past-due 10.598.327 4.672.434 726.042 1.176.634 - - - - 2.893.958 2.844.719 824.904 643.089 956.294 1.968.461 585.356 539.509 1.266.643 494.531 168.970 33.330 671.021 381.727 70.578 70.250 1.014.054 2.429.604 207.105 1.143.994 5.670 540.385 80.027 340.618 C.2 write-offs 154.974 35.124 1.204 5.498 C.3 collections 623.644 532.762 57.942 186.083 C.4 amounts realised upon disposal of positions - of which: sold but not derecognised B. Increases B.1 transfers from performing loans B.2 transfers from other impaired loans B.3 other increases C. Other decreases C.1 transfers to performing loans 190.435 30.026 - 10.845 C.5 transfers to other categories of impaired exposure 16.536 1.283.361 67.932 595.645 C.6 other decreases 22.795 7.946 - 5.305 D. Gross exposure, closing balance 12.478.231 5.087.549 1.343.841 675.729 - of which: sold but not derecognised - 314 - 1.219 With regard to balance-sheet exposures to customers, the table shows changes in impaired exposures during the year. In particular, write-offs include reductions due to loan redemptions. Since the entire portfolio of financial assets is subject to classification by credit quality, it should be noted that exposure includes not only loans but also other types of assets (securities, etc.). Balance-sheet exposures are expressed at book value. Item C.2 ―Write-offs‖ also includes write-offs of positions that have been completely amortised. 293 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.1.8 Banking Group - Balance-sheet exposure to customers: changes in overall value adjustments 3112 2010 (in tho usands o f EUR) NonSource / Categories performing loans A. Opening balance of overall adjustments Watchlist Restructured loans loans Past-due 5.938.301 914.279 24.695 67.909 - - - - 1.855.644 617.763 82.385 47.322 1.433.028 588.970 70.576 39.546 B.2 transfers from other categories of impaired exposures 215.502 7.161 6.707 550 B.3 other increases 207.114 21.632 5.102 7.226 C. Other decreases 809.564 459.079 11.977 71.746 C.1 write-backs from valuation 388.918 163.768 7.521 44.658 C.2 write-backs from collection 85.881 35.431 609 10.364 154.960 35.103 1.204 5.498 2.008 216.754 2.313 8.845 177.797 8.023 330 2.381 6.984.381 1.072.963 95.103 43.485 - 20 - 60 - of which: sold but not derecognised B. Increases B.1 value adjustments C.3 write-offs C.4 transfers to other categories of impaired exposures C.5 other decreases D. Closing balance of overall adjustments - of which: sold but not derecognised With regard to customer dealings, the table shows changes in overall value adjustments on deteriorated exposure subject to country risk during the year. Item C.2 ―Write-offs‖ also includes write-offs of positions that have been completely amortised. 294 295 40.598.384 6.874.681 1.029.509 5.845.172 128.285 1.259.550 32.335.868 class 1 51.476.166 7.996.199 216.851 7.779.348 1.196.664 303.903 41.979.400 class 2 7.011.222 4.654.243 35.452 4.618.791 344.366 29.813 1.982.800 class 3 1.019.907 864.854 28 864.826 13.282 1.678 140.093 class 4 External rating classes 326.376 238.193 17.392 220.801 27.931 624 59.628 class 5 2.033.252 114.696 85.199 29.497 265.033 1.448.182 205.341 class 6 155.740.990 10.116.405 1.592.513 8.523.892 8.384.415 6.808.759 130.431.411 No rating 258.206.297 30.859.271 2.976.944 27.882.327 10.359.976 9.852.509 207.134.541 Total From a combined analysis of internal ratings (thus, limited only to portfolios that are subject to possible validation) and external ratings, it was shown that about 87% of total exposures are covered by an external rating or a rating from an internal model, while the remaining 13% is not rated. External ratings cover about 40% of total exposures. 90% of exposure covered by external ratings is with customers having a credit rating equivalent to S&P classes between AAA and A-. External rating categories used to complete the table are those used by Standard & Poor‘s. The exposures shown are those reported in Table A.1.3 (exposures to banks) and A.1.6 (exposures to customers) above. If more than one external rating is assigned, the criteria used to select the rating are those set out by the Bank of Italy (if two ratings are available, the lower of the two is used, and if three or more ratings are assigned, the second highest rating is selected). To ensure relevance of information, internal cross-reference tables were used to convert classification by various rating agencies into classification by Standard & Poor‘s. class 6=lower than B- class 5=B+/B- class 4=BB+/BB- class 3=BBB+/BBB- class 2=A+/A- class 1=AAA/AA- Total B. Derivatives B.1 Financial derivatives B.2 Credit derivatives C. Guarantees issued D. Commitments to disburse funds A. Balance-sheet exposure Exposures 3112 2010 (in tho usands o f EUR) Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.2 Classification of exposure by external and internal ratings A.2.1 Banking group - Breakdown of balance sheet and off-balance sheet exposure by external ratings (book values) 19.083.184 629.713 289.480 45.328 244.152 1.755.266 16.408.725 H igh qua lit y 38.151.423 1.315.086 470.471 121.935 348.536 3.113.396 33.252.470 A v e ra ge qua lit y 46.153.293 2.822.377 382.590 272.533 110.057 2.298.881 40.649.445 F a ir qua lit y 16.360.853 1.148.202 117.951 117.951 701.869 14.392.831 M e dio c re qua lit y 3.886.325 104.473 25.789 25.789 145.390 3.610.673 P o o r qua lit y 9.418.937 32.796 33.086 33.086 108.314 9.244.741 D e f a ult 1.550.248 58.942 5.904 5.904 42.822 1.442.580 G ro up a dm inis t ra t iv e de f a ult 123.602.034 3.740.920 29.534.000 2.354.418 27.179.582 2.194.038 88.133.076 N o ra t ing 258.206.297 9.852.509 30.859.271 2.976.944 27.882.327 10.359.976 207.134.541 T o tal 296 UNRATED exposures totalled approx. EUR 124 mln, or 47.9 % of the total portfolio amount. The table shows that 7.39% of exposures rated internally come from High Quality customers (Master Scale categories AAA and A1), 14.78% from Medium Quality Customers (Master Scale categories A2, A3 and B1), 17.87% from Fair Quality customers (Master Scale categories B2, B3, C1 and C2), 6.34% from Mediocre Quality customer (Master Scale categories C3, D1, D2 and D3) and 3% from Poor Quality customers (Master Scale categories E1, E2 and E3). Customers rated as Investment Grade (Master Scale categories AAA-B1) accounted for 22.7% of total internally rated exposures. The table provides a breakdown of customers of the MPS Group by risk categories assigned on the basis of ratings arising from internal models. For this purpose, account is given only of exposures (borrowers) for which an internal rating is periodically recorded for models/legal entities/portfolios which have been subject to a validation process with the regulatory authorities without any crossreference from official ratings to internal ratings especially with regard to the following customer segments: ―Banks,‖ ―Non-banking financial institutions,‖ and ―Governments and Public Administrations‖. Thus, based on this proviso, exposures related to the latter segments, even if covered by official ratings, were reported as ―unrated‖ in the internal rating models. Total D. Commitments to disburse funds B. Derivatives B.1 Financial derivatives B.2 Credit derivatives C. Guarantees issued A. Balance-sheet exposure Exposures Internal rating classes 3112 2010 (in tho usands o f EUR) Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.2.2 Banking group - breakdown of balance sheet and off-balance sheet exposure by internal ratings (book values) 297 Amount of Net Exposure - 305.843 - 601.480 907.323 - 5.094.661 - 1.178.004 6.272.665 - - - - - - - - - - Securities - 8.208 - 429 8.637 - 4.974.089 - 915.548 5.889.637 collaterals Other - 225.169 - 602.943 828.112 - - - 235.000 235.000 - - - - - - - - - - - - - - - - - - - - Other public entities Property - - - - - - - - - - - - - - - - - - - - O t he r de riv a t iv e s Banks - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Uns e c ure d s igna t ure lo a ns - 101 - 73 174 - - - 23.743 23.743 - - - 43 43 - 105 - 397 502 - 233.478 - 603.488 836.966 - 4.974.194 - 1.174.688 6.148.882 Total 31 12 2010 (1) + (2) Other entities Governments and Other entities Governments and CLN The fair value of collaterals estimated as at balance sheet date is shown in the column "Real guarantees" and "Personal guarantees"; if such information is not available, the contractual value is reported. The table shows the amount of balance-sheet exposures to banks that are partially or fully secured. Thus, the table does not correspond to total balance-sheet exposures since it excludes the unsecured portion. As in the tables above, balance-sheet exposures to banks include not only loans but all financial assets, except for derivative contracts. As regards personal guarantees, the economic segments to which guarantors and sellers of protection belong (in the case of unsecured loans and credit derivatives, respectively) are identified making reference to the classification criteria provided for in the brochure ―classification of customers by segments and groups of economic activity‖ published by the Bank of Italy. The column "Amount of exposure" posts the amount of net exposure. The exposure amount includes performing and non-performing securitisation transactions, the loans of which have not been derecognised. - of which impaired 2.2 partially secured - of which impaired 2.1 totally secured sheet exposures: 2. Secured off-balance - of which impaired 1.2 partially secured - of which impaired 1.1 totally secured exposures: 1. Secured balance-sheet central banks C re dit de riv a t iv e s Other public entities Real guarantees (1) central banks Personal guarantees (2) Banks (in tho usands o f EUR) Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.3 Breakdown of secured exposure by type of collateral A.3.1 Banking group - Secured exposures to banks 298 Amount of Net Exposure 143 - 7.535 1.734 29.009 29.152 84.659 194.961 5.413.777 72.884.667 73.079.628 Property 728.897 37.836 2.316.373 3.045.270 851.141 11.227.750 7.224.116 97.957.197 109.184.947 813 45.129 4.636 157.213 202.342 216.124 7.407.529 98.373 5.084.024 12.491.553 Other collaterals 549 22.403 985 85.241 107.644 4.713 71.065 10.346 245.638 316.703 - - - - - - - - - - Governments and central banks - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Governments and central banks - 102 - - 102 40 479 1.009 1.132 1.611 - 30 - 3.924 3.954 710 19.965 1.990 116.356 136.321 536 56.394 - 63.500 119.894 17.109 28.043 14.066 340.909 368.952 4.308 245.410 32.635 1.981.763 2.227.173 318.721 1.530.687 1.671.746 18.681.716 20.212.403 Other entities Other entities CLN (in tho usands o f EUR) 6.206 369.611 39.990 2.320.650 2.690.261 642.076 9.252.729 7.211.307 97.354.442 106.607.171 Total 31 12 2010 (1) + (2) The fair value of collaterals estimated as at balance sheet date is shown in the column "Real guarantees" and "Personal guarantees"; if such information is not available, the contractual value is reported. The column "Amount of exposure" posts the amount of net exposure. The table shows the amount of off-balance-sheet exposures to customers, including derivative contracts, which are fully or partially secured. As regards personal guarantees, the economic segments to which guarantors and sellers of protection belong (in the case of unsecured loans and credit derivatives, respectively) are identified making reference to the classification criteria provided for in the brochure ―classification of customers by segments and groups of economic activity‖ published by the Bank of Italy. - of which impaired 2.2 partially secured - of which impaired 2.1 totally secured sheet exposures: 2. Secured off-balance - of which impaired 1.2 partially secured - of which impaired 1.1 totally secured exposures: 1. Secured balance-sheet Securities Other derivatives Other public entities Unsecured signature loans Other public entities Credit derivatives Banks Real guarantees (1) Banks Personal guarantees (2) Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.3.2 Banking group - Secured exposures to customers 299 The business segments to which collateral providers and originators of protection belong are identified making reference to the classification criteria provided for in the brochure ―classification of customers by segments and groups of economic activity‖ published by the Bank of Italy. Balance-sheet exposures reported in the table below are the same as those reported in the financial statements, while off-balance-sheet transactions include all financial transactions other than balance-sheet transactions (guarantees issued, commitments and derivatives) involving the assumption of credit risk and valued using the measurement criteria set forth by the Bank of Italy. Notes to the consolidated financial statements - Part E – Risks and Hedging Policies B. BREAKDOWN AND CONCENTRATION OF CREDIT EXPOSURE B.1 Banking group - Breakdown of balance sheet and off-balance sheet exposure to customers by business sector (book values) 1.241.621 A.3 Restructured loans A.5 Other exposures 72.121 B.3 Other impaired assets 300 199.352.105 163.975.931 Total (A+B) 31 12 2009 17.790.315 Total (A+B) 31 12 2010 Total B 17.598.895 46.887 B.4 Other exposures 72.412 B.2 Watchlist loans 7.655.486 8.914.527 62.923 33.276 2.361 5.803 21.483 - - 809.055 43.440 94.726 1.036.903 8.851.604 170.318.237 adjustments 6.867.480 Overall value 181.561.790 exposures B.1 Non-performing loans B. Off-balance-sheet Total A 631.399 3.928.761 A.4 Past due 5.441.772 A.2 Watchlist loans Net exposure A.1 Non performing loans A. Balance-sheet exposure Areas Exposure / Geographic ITALY Net exposure 35.409.718 26.805.304 20.151.309 20.150.015 375 919 - - 6.653.995 6.518.978 804 7.117 84.523 42.573 adjustments Overall value 120.392 126.319 2.373 690 - 1.683 - - 123.946 6.084 44 377 35.394 82.047 Net exposure 2.345.928 2.831.034 2.080.351 2.079.885 - 32 434 - 750.683 740.223 19 - 1.253 9.188 adjustments Overall value 33.255 34.134 1.604 1.495 - - 109 - 32.530 1.807 1 - 63 30.659 Net exposure 189.574 251.930 107.268 107.268 - - - - 144.662 144.532 7 - 27 96 ASIA adjustments 3.900 4.118 47 47 - - - - 4.071 678 - - 601 2.792 766.956 925.050 239.978 239.978 - - - - 685.072 684.814 15 - 22 221 REST OF THE WORLD Net exposure AMERICA 1.653 1.861 42 42 - - - - 1.819 414 - - 2 1.403 adjustments COUNTRIES Overall value (in thousands of EUR) Overall value OTHER EUROPEAN Notes to the consolidated financial statements - Part E – Risks and Hedging Policies B.2 Banking group - Breakdown of balance sheet and off-balance sheet exposure to customers by geographic area (book values) 103 - 2.392 - 301 137 8.645.014 Total (A+B) 31 12 2009 adjustments Overall value 15.780 15.813 75 68 7 - - 15.738 9.044 30 - 664 6.000 Net exposure 11.381.554 10.753.165 6.731.589 6.731.589 - - - 4.021.576 4.010.623 - - 7.475 3.478 COUNTRIES adjustments Overall value 37.200 42.367 451 451 - - - 41.916 1.682 - - 28.473 11.761 Net exposure 911.333 1.138.609 580.882 580.882 - - - 557.727 555.252 - - - 2.475 adjustments Overall value 24.068 28.247 6 6 - - - 28.241 4.255 - - - 23.986 Net exposure 481.793 277.065 61.849 59.770 - 2.079 - 215.216 213.660 - - 1.556 - ASIA 1.193 696 252 96 - 156 - 444 234 - - 210 - 508.953 273.296 174.096 174.096 - - - 99.200 99.108 - - - 92 REST OF THE WORLD Net exposure AMERICA Overall value OTHER EUROPEAN 62 - - - 142 280 402 198 198 - - - 204 adjustments Overall value Exposures are broken down geographically by the country of residence of the borrower. Amounts are stated before and after any doubtful amounts. Balance-sheet exposures reported in the table below are the same as those reported in the financial statements, while off-balance-sheet transactions include all financial transactions other than balance-sheet transactions (guarantees issued, commitments and derivatives) involving the assumption of credit risk and valued using the measurement criteria set forth by the Bank of Italy. 15.598.739 3.154.120 Total (A+B) 31 12 2010 Total B 3.153.480 B.3 Other impaired assets B.4 Other exposures 503 - 12.444.619 12.442.124 Net exposure B.2 Watchlist loans B.1 Non-performing loans exposures B. Off-balance-sheet Total A A.5 Other exposures A.4 Past due A.3 Restructured loans A.2 Watchlist loans A.1 Non performing loans A. Balance-sheet exposure Areas Exposure / Geographic ITALY adjustments (in thousands of EUR) Notes to the consolidated financial statements - Part E – Risks and Hedging Policies B.3 Banking group - Breakdown of balance sheet and off-balance sheet exposure to banks by geographic area (book values) Notes to the consolidated financial statements - Part E – Risks and Hedging Policies B.4 Large exposures Item/Amount 31 12 2010 a) Amount b) Weighted value c) Number 31 12 2009 72.685.460 - 4.565.119 - 9 - Reporting criteria for "large exposures" were amended by the 6th update to Bank of Italy's Circular no. 263; the new regulations provide for positions to be defined as "large exposures" by making reference to credit-risk unweighted exposures, unlike previous regulations which made reference to weighted exposures. On an equal risk-assumption basis, this determines a different representation of 'large exposures' with respect to the past, although in continuation from the level of risk assumed. Pursuant to Bank of Italy's requirements set out in its communication of 28 February 2011, the above table reports the number of "large exposures", as well as their weighted value and book value, i.e. the unweighted exposure based on which the position was defined as a "large exposure". An exposure is deemed as a "large exposure" when its amount is equal to or greater than 10% of bank's regulatory capital. Pursuant to the afore-mentioned regulations, government securities were also accounted for. 302 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies C. ASSET SECURITISATION AND DISPOSAL TRANSACTIONS C.1 Securitisation transactions Qualitative Information Structures, processes and goals In keeping with the organisational model established at Group level for the governance and management of risks, securitisation risk is governed by a specific Group directive. The Parent company‘s Group Balance Sheet Management Service establishes general practices and coordinates activities in relation to securitisation transactions. The criteria and rules for managing securitisation transactions are instead determined by the Parent Company‘s Credit Policies and Planning Area. More specifically, the Specialpurpose Loans and Securitisations service within this Area is responsible for establishing operational guidelines and general practices for the securitisation of performing loans. For this purpose, it looks after related aspects and obligations associated with servicing activities and monitors the performance of existing transactions through monthly and quarterly reports on collections of remaining principal, positions in arrears and disputed positions arising from securitisation transactions. In coordination with other originator banks, the Parent company‘s Special-purpose Loans and Securitisations service prepares summary reports on portfolios sold (―total reports‖) and follow-up reports on multi-originator transactions. In addition, as a part of critical situation management, this service notifies cases that may pose potential risks for noteholders to the relevant functions in the organisation. For the purpose of financial statement preparation, the 'Financial Statement and Accounting' service provides support in identifying any impairment on the Group‘s securities resulting from securitisation transactions. In its capacity as third-level control body, the Internal Controls Area uses sampling procedures to periodically validate: whether the degree of recoverability of loans sold is accurate and, as a result, whether the fair value of securities issued is appropriate; whether line checks assigned to the various units have been carried out and roles and responsibilities properly identified; the compliance of reporting/accounting procedures with current regulations with the collaboration of other units, as necessary; the existence of any conflicts of interest with respect to noteholders; and compliance, on a sampling basis, with the obligations of Law 197/91, as amended. Non-performing securitisations are managed by a specific unit of the subsidiary MPS Gestione Crediti S.p.A., whereas securitisations of consumer loans are taken care of by the subsidiary Consum.it S.p.a. Furthermore, a dedicated Group Directive requires a half-yearly report to be submitted to the Top Management showing performance of transactions executed by the Banking Group over time. Securitisation transactions of performing assets were structured with the aim of deriving economic advantages from the optimisation of credit portfolio management, diversification of funding sources, reduction in funding costs and matching the maturities of assets and liabilities. Securitisations remained stable, an opinion also shared by the rating agencies who did not readjust the ratings originally assigned to the classes of notes issued. The portfolio securitised through the Siena Mortgages S.r.l. vehicles comprises real estate-backed loans issued by both the Parent Company and by other banks within the Group. Mantegna Finance S.r.l. and Mantegna Finance II S.r.l. were originated by Banca Agricola Mantovana S.p.A. (now merged into the Parent company), and Spoleto Mortgages S.r.l. was originated by Banca Popolare di Spoleto S.p.A. Subsequent to the merger by absorption of Banca Antonveneta S.p.a. in December 2008, the Parent Company took over from Banca Antonveneta as the Servicer of 2 securitisations, namely Giotto Finance S.p.a. and Giotto Finance 2 S.p.a (redeemed). Redemption of securitisation transactions In 2010 four securitisation transactions were redeemed in advance. 303 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies 1) In January 2010, the Segesta Finance S.r.l. securitisation of assets sold and derecognised was redeemed with no impact on the Parent Company's financial statements. 2) On 15 February 2010, the Siena Mortgages 02-3 S.p.a securitisation was redeemed, with subsequent repurchase of residual receivables consisting in real estate-backed loans issued by both the Parent Company and by other banks within the Group. 3) On 20 April 2010, the Giotto Finance 2 S.p.a securitisation was redeemed, with subsequent repurchase of residual receivables consisting in performing real estate-backed loans taken over from Banca Antonveneta S.p.a after its merger in 2008. 4) On 5 November 2010, the Ulisse 2 S.p.a.securitisation was redeemed, with subsequent repurchase of residual receivables consisting in non performing, short-term, unsecured loans originated by the Parent Bank. The portfolio had been sold in August 2001. The repurchase transaction contributed EUR 79.2 mln profit to the Parent Company's financial results. Securitisations originated in previous financial years, outstanding as at 31.12.2010 Following is an outline of the Group‘s performing securitisation transactions originated in previous financial years, outstanding as at 31.12.2010, all of which qualifiying for derecognition of the underlying assets: Siena Mortgages 03-4 S.r.l. The portfolio securitised through the Siena Mortgages 03-4 S.p.a. special-purpose vehicle comprises real estatebacked loans issued by both the Parent Company and by other banks within the Group. Siena Mortgages 03-4 S.p.A. was established in 2003 and has a remaining debt balance of € 487 mln; 57% of mortgages have been repaid. Mantegna Finance S.r.l. Mantegna Finance II S.r.l. Other securitisation transactions involving residential mortgages are Mantegna Finance S.r.l. and Mantegna Finance II S.r.l., which were originated by Banca Agricola Mantovana S.p.A., which has now merged into the Group's parent Company. Mantegna Finance S.r.l. dates back to 2001 and has a remaining debt balance of € 69.7 mln. Mantegna Finance II S.r.l. is a transaction that was completed in 2002 and has a remaining debt balance of EUR 56.9 mln. Gonzaga Finance S.r.l. In addition, Banca Agricola Mantovana S.p.A. originated the Gonzaga Finance S.r.l. securitisation of securities in 2000, which has a remaining debt balance of EUR 15 mln . Spoleto Mortgages S.r.l. Ulisse 4 Finally, the Ulisse 4 and Spoleto Mortgages securitisations were carried out by Banca Popolare di Spoleto, a bank jointly controlled by the Parent Company and proportionately consolidated at 26.005%. Ulisse 4 is a securitisation of non-performing loans that originated in 2001 and has a remaining debt balance of EUR 13.6 mln as at 31.12.2010. The senior notes were fully redeeemed. Spoleto Mortgages S.r.l. is a securitisation of performing loans that originated in 2003; its remaining debt balance is EUR 50.8 mln. As at 31/12/2010 the special-purpose vehicle had repaid 81.28% of the senior notes. 304 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Securitisation transactions completed in 2010 Following the crisis on the international markets in 2008, which triggered a more conservative approach by rating agencies as well as initiatives to improve the overall transparency of transactions, the European ABS market saw a significant reopening of activities and on-going improvements with investors starting to approach the market again. For the purpose of achieving economic benefits from the management of reserve assets, two new securitisations, Siena Mortgages 10–7 S.r.l. and Casaforte S.r.l. were launched in the course of 2010, in addition to the Covered Bonds Issuance Programme (see details in section C.3): Siena Mortgages 10-7 S.r.l. On 30 September 2010, the first of the two securitisation transactions for the year was carried out. Its portfolio contained 34,971 BMPS performing, real-estate backed loans with instalments regularly paid as at the date of valuation of the disposed portfolio and a remaining debt balance of EUR 3,479 mln. Siena Mortgages 02 -3 S.r.l. was used again as the transferee of the transaction underlying assets and it was renamed Siena Mortgages 10–7 S.r.l. The special-purpose vehicle is 93% owned by Stichting Canova, a foundation incorporated under Dutch law, and the remaining part is owned by the Parent company. The vehicle structure ensures its independence. On 22 November 2010, Siena Mortgages 10-7 financed purchasing of the portfolio by issuing Mortgages Backed Floating Rate Securities of the following classes: Residential Class A1 Senior notes rated AAA by Moody‘s and Aaa by Fitch, third-party owned, for an amount of EUR 595 mln; Class A2 Senior notes rated AAA by Moody‘s and Aaa by Fitch, third-party owned, for an amount of EUR 400 mln; Class A3 Senior notes rated AAA by Moody‘s and Aaa by Fitch, owned by the Bank, for an amount of EUR 1,666.9 mln; Class B Mezzanine notes rated Caa1 by Moody‘s and NR by Fitch, owned by the Bank, for an amount of EUR 817.6 mln; Class C Junior notes rated NR by Moody‘s and NR by Fitch, owned by the Bank, for an amount of EUR 106.6 mln; Classes A1 and A2 were placed with market investors, whereas the remaining classes of notes issued by the vehicle were underwritten by the Parent Company; the deal has de facto re-opened Southern Europe‘s securitisation market . Market placement of classes A1 and A2 did not entail the derecognition of the underlying assets from the balance sheet of the Parent Company (transferor), which has substantially retained all risks and benefits associated with the property of the assets sold. Consequently, an offsetting entry for the cashflows arising from the disposal of tranche A1 and A2 was posted on the liabilities side of the balance sheet. Casaforte S.r.l. With a view to enhancing part of the Group's properties used in the business, the Parent Company formalised an additional securitisation transaction for an amount of EUR 1,670 mln on 21 September 2010. The deal consisted in the transfer to vehicle Casaforte S.r.l of a pool of receivables arising from a mortgage loan granted to the consortium company, Perimetro Gestione Proprietà Immobiliari. On 22 December, the vehicle company Casaforte S.r.l (with shareholders' capital entirely held by Stichting Perimetro and registered offices in Amsterdam) issued asset backed securities of the following classes : Class A notes rated A- by Fitch, for an amount of EUR 1.536,6 mln; Class B notes, for an amount of EUR 130 mln; Class Z notes, for an amount of EUR 3 mln; Class B and Z notes were not offered to the public. They were placed with professional and/or qualified investors. 305 Wit h o wn unde rlying assets: Wit h t hird- pa rt y unde rlying assets: 667.090 57.237 7 2 4 .3 2 7 356.596 - 3 5 6 .5 9 6 Gross exposure 663.341 57.104 7 2 0 .4 4 5 356.643 - 3 5 6 .6 4 3 Net exposure S e nio r 51.868 594 5 2 .4 6 2 2.496.122 - 2 .4 9 6 .12 2 Gross exposure 52.437 4 5 2 .4 4 1 2.516.516 - 2 .5 16 .5 16 Net exposure M e zza nine B a la nc e - s he e t e xpo s ure 12.639 - 12 .6 3 9 217.224 5.183 2 2 2 .4 0 7 Gross exposure 6.656 - 6 .6 5 6 217.221 4.252 2 2 1.4 7 3 Net exposure J unio r - - - - - - Gross exposure - - - - - - Net exposure S e nio r - - - - - - Gross exposure - - - - - - Net exposure M e zza nine G ua ra nt e e s is s ue d - - - - - - Gross exposure - - - - - - Net exposure J unio r - - - - - - Gross exposure - - - - - - Net exposure S e nio r - - - - - - Gross exposure - - - - - - Net exposure M e zza nine Line s o f c re dit - - - - - - Gross exposure - - - - - - Net exposure J unio r 306 ‗Third-party‘ securitised exposures exclusively include balance-sheet exposures and consist in securities issued by third parties' vehicles As regards in-house securitisations carried out in 2010, the Siena 10-7 securitisation of performing loans was completed. Its Residential Mortgages Backed Floating Rate Securities (RMBSs) were partly placed on the market (classes A1 and A2 Senior for a nominal amount of EUR 995 mln) and partly subscribed to by the Parent Company (classes A3, B Mezzanine and C Junior). Loans sold were not derecognised from the Group's balance sheet, since all risks and benefits associated with legal ownership were substantially retained by the Bank after the partial transfer to third parties of notes issued; for this reason, notes subscribed to were not recognised. The table indicates balance-sheet exposures assumed by the Group in relation to in-house and third-party securitisation transactions, with and without guarantees, and other forms of 'credit enhancement'. b) Other a) Impaired B. b) Other a) Impaired A. Q ua lit y o f unde rlying assets/ E xpo s ure s 3112 2010 (in tho usands o f EUR) Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Quantitative information C.1.1 Banking Group - Exposures arising from securitisation transactions broken down by quality of underlying assets - - - 1.819 - 22.540 - - - A.2 Mantegna Finance II A.7 Gonzaga Finance - bonds and credit derivatives A.8 Spoleto Mortgages 307 (16) - 301.923 - - 2.505.089 5.125 - - - - - - - - - - - (194) - - - - - - - - - - - - - - - - - 150.826 5.815 - - - 4.252 - 1.086 - 4.040 - 37.603 - 7.832 - 10.019 Book value - - - (210) - - - (202) - 201 - - - 200 - (862) - 869 Writedo wns/ writebacks Junio r - - - - - - - - - - - - - - - - - - Net expo sure - - - - - - - - - - - - - - - - - - Writedo wns/ writebacks Senio r - - - - - - - - - - - - - - - - - - Net expo sure - - - - - - - - - - - - - - - - - - Writedo wns/ writebacks M ezzanine Guarantees issued - - - - - - - - - - - - - - - - - - Net expo sure - - - - - - - - - - - - - - - - - - Writedo wns/ writebacks Junio r - - - - - - - - - - - - - - - - - - Net expo sure - - - - - - - - - - - - - - - - - - Writedo wns/ writebacks Senio r - - - - - - - - - - - - - - - - - - Net expo sure - - - - - - - - - - - - - - - - - - Writedo wns/ writebacks M ezzanine Lines o f credit - - - - - - - - - - - - - - - - - - Net expo sure Writedo wns/ writebacks Junio r - - - - - - - - - - - - - - - - - - 3112 2010 As reported in table C.1.1 above, the Siena Mortgages 10-7 securitisation included subscription of RMBS securities issued by the vehilce (classes: A3 Senior for an amount of EUR 1,666.9 mln, B Mezzanine for a total amount of EUR 817.6 mls, C Junior for an amount of EUR 106.6 mln). Line A. ―Fully derecognised‖ includes in-house securitisation transactions put in place before 1 January 2004 for which the Bank has taken advantage of the exemption from the requirements to comply with IAS/IFRS, as permitted by IFRS 1 upon first time adoption. As a result of this exemption, financial assets and liabilities sold and derecognised in relation to these transactions were allowed to be derecognised from the balance sheet, based on previous national accounting standards, provided such derecognition did not meet the requirements set out by IAS 39. The table indicates the exposures assumed by the Group in relation to each of the in-house securitisation transactions, and also reports the contractual types of assets sold. The column ―Writedowns/write-backs‖ indicates the amount of any write-downs or write-backs during the year as well as depreciations and revaluations posted to profit and loss or directly to a shareholders‘ equity reserve. - residential mortgages A.13 SIENA MORTGAGES 10-7 B. P artially derecognised - residential mortgages A.12 SIENA MTGE 04/38 TV 142 (105) 6.756 21.724 - - A.11 CASAFORTE - - - - non-performing loans - - - A.9 Ulisse 4 - residential mortgages 25 - - - - - 6.302 Book value Writedo wns/ writebacks M ezzanine B alance-sheet expo sure 1.881 - landed mortgage loans secured by 1st mortgage - residential mortgages A.3 Siena Mortgages 03-4 - residential mortgages - - - residential mortgages Book value Writedo wns/ writebacks A.1Mantegna Finance A. Fully derecognised T ype o f s e c urit is e d a s s e t / E xpo s ure Senio r (in thousands of EUR Notes to the consolidated financial statements - Part E – Risks and Hedging Policies C.1.2 Banking group - Exposures arising from major 'proprietary' securitisation transactions broken down by type of securitised asset and by type of exposure - - - - - - -14 - 34 - -20 - 215 - - - 4.503 - - - 1.473 - 5.022 - 10.481 - 1.528 - A.3 Amstel Corporate Loan Offering B V A.4 AQUA 2B 12 TV - Consumer loans A.5 ARENAA1 TV NO41 308 - -4 - -21 - 414 - -120 - 300 - 35.917 - 3.916 - 2.842 - 14.741 - 603 A.12 BCC M T TV SE19 - residential mortgages - residential mortgages A.15 CLOVERIE TVSE14 -Bond A.14 CCS TV JN43 - residential mortgages A.13 BPM O TV JL44 -Bond A.11 AyT CEDULAS CAJAS GLOBAL - 8.572 -Auto Leases/IT A.10 AUTOABS TV OC20 - residential mortgages A.9 ATLAN TV JA36 - non residential mortgages A.8 ATLAF 1A JA18 - residential mortgages A.6 ARENAA2 TV NO41 - residential mortgages - residential mortgages - - Writedowns/ write-backs - residential mortgages Book value A.2 AIREM TV SE66 Type of securitised asset/Exposure Senior - - - - - - - - - - - - - - - - - - - - - - - 17.171 - 678 Book value - - - - - - - - - - - - - - - - - - - - - - -32 - -149 - Writedowns/ write-backs M ezzanine Balance-sheet exposure Book value - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Writedowns/ write-backs Junior - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Senior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks M ezzanine Guarantees issued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Junior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Senior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks M ezzanine Lines of credit - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Junior - - - - - - - - - - - - - - - - - - - - - - - - - - 3112 2010 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies C.1.3 Banking Group - Exposures arising from major 'third-party' securitisation transactions broken down by type of securitised asset and type of exposure -31 252 -246 -1 -59 -130 - - 3.247 - 3.682 - 7.240 - 9.865 - 358 - 3.905 - 9.889 A.17 CORDUS TV M R17 - residential mortgages A.22 DUTCH A1 M R42 - residential mortgages A.23 DUTCH A2 M R42 - residential mortgages 309 -381 -11 4 -20 - 920 - 49.914 - 26.362 - 5.016 - 3.974 - - - - - residential mortgages A.29 GRANITE TV JN11 - residential mortgages A.30 GRANITE TV M R44 - residential mortgages A.28 GRANITE M ASTER ISSUER P.l. - non residential mortgages A.27 FOSSM TM OC54 - non residential mortgages A.26 FIPFD TV JL 14 - non performing loans A.25 ENTASI Srl -Bond - - A.24 EM PYR TV AP13 -Leasing A.21 DOLOM TV DE17 -Residential M ortgages/NL A.20 DELPH 1A TVSE96 -Bond A.19 CREDF3 A1 TVM R15 - residential mortgages A.18 CORDUSIO TVDE23 - - Writedowns/ write-backs - residential mortgages Book value Senior A.16 COLOM BO Srl Type of securitised asset/Exposure - 3.514 - - - 823 - - - - - - - - - - - - - - - - - - - - - - - 16.744 Book value 1.786 - - - -1 - - - - - - - - - - - - - - - - - - - - - - - - - Writedowns/ write-backs M ezzanine Balance-sheet exposure Book value - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Writedowns/ write-backs Junior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Senior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks M ezzanine Guarantees issued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Junior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Senior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks M ezzanine Lines of credit - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Junior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Notes to the consolidated financial statements - Part E – Risks and Hedging Policies - 1 -1 -201 -29 - - - 3.897 - - - 3.788 - 2.794 - 368.069 - 79.623 A.32 HIPO TV JN06 -Leasing A.34 ITALFIN TV JA26 A.35 KENM ORE TV AP14 -bond A.36 LAM BDA FINANCE B.V. - residential mortgages A.39 PATAG ZC DE16 310 -60 63 -3.579 -65 -10 - - 4.963 - 7.517 - 7.478 - 2.279 - 4.325 -bond A.41 PERM 2A2 TV JL42 - residential mortgages A.42 PHARM TV OC32 -commercial loans A.49 QUALITY PARKING B.V. - non residential mortgages A.47 PTRM O1A TV DE12 -loans SM E A.43 PREP2TVDE14 -Leasing - - A.40 PATAGONIA FINANCE s.a. -bond A.38 M ONTE 2008 B.V. - residential mortgages A.37 LUDGATE FUNDING P.l.c. - residential mortgages -Equipment Leases/IT -bond A.31 GREYL TV M R14 -148 Writedowns/ write-backs - Book value Senior 3.607 Type of securitised asset/Exposure - - - - - - - - - - - - - - - - - - - - - 4.503 - 4 - - - 389 Book value - - - - - - - - - - - - - - - - - - -6 - -590 - - - -85 - - - Writedowns/ write-backs M ezzanine Balance-sheet exposure - - - - - - - - - - - - - - - - - - - 3.445 - - - - - - - 1.652 Book value - - - - - - - - - - 89 - - - - - - - -30 - - - - - - - - - Writedowns/ write-backs Junior - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Senior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks M ezzanine Guarantees issued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Junior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Senior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks M ezzanine Lines of credit - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Junior - - - - - - - - - - - - - - - - - - - - - - - - - - - - Notes to the consolidated financial statements - Part E – Risks and Hedging Policies - - -31 - - 4.969 - - - residential mortgages A.54 SCCI10 TV JL19 4 -3 - -12 - - - 2.195 - 977 - - - - residential mortgages A.56 SHAM R TV JN12 - residential mortgages A.58 SPLIT2CLA OC18 311 - -87 - - - 4.915 - residential mortgages A.61 STORM BV TV M R52 - - - - - A.63 TITAN TV AP17 - non residential mortgages - - - - - 1.092 - 699 - - - 3.879 - - - 1.854 - - - - - - - 1.091 Book value -659 - - - - - -4 - - - -2 - - - - - - - -277 - - - - - Writedowns/ write-backs M ezzanine Balance-sheet exposure - - - - - - - - - - - - - - - - - - - - - - - 1.559 Book value - - - - - - - - - - - - - - -17 - - - - - - - - - Writedowns/ write-backs Junior - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Senior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks M ezzanine Guarantees issued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Junior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Senior - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks M ezzanine Lines of credit - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net exposure Writedowns/ writebacks Junior - - - - - - - - - - - - - - - - - - - - - - - - The table indicates the exposures assumed by the Group in relation to each of the third-party securitisation transactions, and also reports the contractual type of assets sold. The column ―Write-downs/Writebacks‖ indicates the amount of any write-downs or write-backs during the year as well as depreciations and revaluations posted to profit and loss or directly to shareholders‘ equity reserves, in the case of AFS securities A.62 TDA 28 FONDO DE TITULIZACI - residential mortgages - residential mortgages A.60 STICHING M EM PHIS 2006-I - 701 -Real Estate Lease/IT A.57 SM ILE 2005 SYNTHETIC B.V. -bond A.55 Semper Finance 2007-1 G.M .B.H -loans 3.294 A.52 SANTANDER FINANCIACION 1 - residential mortgages A.51 SAEC TV SE92 -bond A.50 RUTLNDRY TV JN13 121 Writedowns/ write-backs - Book value 1.084 Type of securitised asset/Exposure Senior Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Notes to the consolidated financial statements - Part E – Risks and Hedging Policies C.1.4 Banking group - Exposures arising from securitisation transactions broken down by portfolio and type (in tho usands o f EUR) Financial Exposure/portfolio assets held for trading 1. Balance-sheet Financial Financial assets assets Financial designated at available for fair value assets held to Loans maturity sale Total Total 31 12 2010 31 12 2009 279.023 - 11.714 - 625.599 916.336 923.049 247.704 - 8.912 - 518.549 775.165 685.188 8.000 - 2.802 - 53.066 63.868 70.654 23.319 - - - 53.984 77.303 167.207 - - - - - - - - Senior - - - - - - - - Mezzanine - - - - - - - - Junior - - - - - - - exposure - Senior - Mezzanine - Junior 2. Off-balance-sheet exposures The table indicates the Group‘s exposures in relation to each of its in-house and third-party securitisation transactions, and also reports balance-sheet portfolios to which these assets were allocated. 312 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies C.1.5 Banking group - Total amount of securitised assets underlying junior securities or other forms of credit enhancement 3112 2010 Asset / Amount A. With own underlying assets: A.1 Fully derecognised Traditional Synthetic securitisations secularisations 4.050.404 - 634.057 - 1. Non-performing loans 27.541 x 2. Watchlist loans 12.541 x 3. Restructured loans - x 4. Past-due - x 593.975 x 5. Other assets A.2 Partially derecognised - 1. Non-performing loans - x 2. Watchlist loans - x 3. Restructured loans - x 4. Past-due - x - x 5. Other assets A.3 Not derecognised - 3.416.347 - - - 294 - - - 1.159 - 5. Other assets 3.414.894 - B. With third-party underlying assets: 403.595 - B.1 Non-performing loans 3.260 - B.2 Watchlist loans 1.408 - - - 398 - 398.529 - 1. Non-performing loans 2. Watchlist loans 3. Restructured loans 4. Past-due B.3 Restructured loans B.4 Past due B.5 Other assets The table indicates, in terms of junior securities and other forms of credit enhancement held, the amount of the existing portfolio of securitised assets on reporting date broken down as a function of quality of securitised assets and their origin (Group or third-party assets). 313 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies C.1.6 Banking group - Stakes in special purpose vehicles Name Registered Office Stake % Siena Mortgages 03-4 S.p.A. Roma - Via E.Duse n. 53 10% Siena Mortgages 10-7 S.r.l. Conegliano (TV) - Via V. Alfieri n.1 7% Mantegna Finance I Srl Mantova - Corso V. Emanuele 2 7% Mantegna Finance II Srl Mantova - Corso V. Emanuele 2 7% This table shows the stakes held in special purpose vehicles. All of the above are stakes in in-house securitisation vehicles. Stakes in vehicles that have no pools of securitised assets are not shown in the table. . 314 Mantegna I Srl Mantegna II Srl Casaforte Srl BMPS BMPS BMPS 315 301.872 Total 31/12/2009 14.896.845 5.611.981 15.000 1.605.205 51.381 67.414 3.414.894 458.087 Performing 59.258 13.352 - - 2.842 815 - 9.695 Impaired 2.617.280 325.145 131 66.420 18.205 27.053 78.538 134.798 Performing loans assets 100,00% 0,00% 80,84% 87,22% 0,00% 71,08% Performing Impaired Senior assets Impaired 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% loans Performing Mezzanine (year-end data) assets 57,81% 0,00% 0,00% 0,00% 0,00% 0,00% loans Performing Junior Impaired Percentage of securities redeemed 3112 2010 (in tho usands o f EUR) A summary of the Group's securitisation transactions is provided in the section on qualitative information. C.1.8 Banking Group - Special purpose vehicles controlled by the Banking Group The table shows in-house securitisations where the Parent Bank plays the role of servicer. With reference to multi-originator securitisation transactions, the originating banks act as servicers in relation to the portion of loans sold. 37.992 - - 5.293 2.244 1.453 29.002 Impaired year (year-end data) Total 31/12/2010 Gonzaga Finance Srl Siena Mortgages 10-07 S.r.l. BMPS BMPS Siena Mortgages 03-4 S.r.l. Special Purpose Vehicle BMPS Servicer Loans collected during the Securitised assets C.1.7 Banking Group - Servicer activities - Collections of securitised loans and redemptions of securities issued by special purpose vehicles Notes to the consolidated financial statements - Part E – Risks and Hedging Policies 316 Key 4.600.518 - T o t a l 3 1/ 12 / 2 0 0 9 o f which impaired B - - - - - - - - - - C - - - - - - - - - - Financial assets x A x - - - - - - - - - x C - - - - - - - - - - 5.909.017 - 18.107.881 x - - - 18.107.881 18.107.881 A x B - - - - - - - - - x C available for sale Financial assets - - - - - - - - - x x x A - - - - - - - x x x B - - - - - - - x x x C held to maturity Financial assets - - - - - - - - - 54.417 - 376.508 x x x 376.508 376.508 A - x x x B - - - - - - to banks - x x x C - - - - - - Loans and advances 85.077 13.617.950 - 4.349.263 x 3.416.348 x x 932.915 4.349.263 A x x x B - - - - - - - customers x x x C - - - - - - - Loans and advances to - - - 28.994.998 - 3.416.348 - 5.695 25.572.955 28.994.998 3112 2010 85.077 24.181.902 85.077 24.181.902 - 13.507.437 - 252 10.674.213 24.181.902 3112 2009 Total (in tho usands o f EUR) The table reports the book value of financial assets sold but not derecognised, and still partially or fully reported in balance sheet assets. In line ―1. Debt securities" exclusively include securities sold in sale and repurchase agreements (liabilities); the amount in line "4. Loans" refers to performing loans included in securitisation transaction without derecognition Siena 10-7 which was completed during the year. - - - - - - - - - B value designated at fair A = Financial assets so ld and fully reco gnised (bo o k value) B = Financial assets so ld and partially reco gnised (bo o k value) C = Financial assets so ld and partially reco gnised (full value) - o f which impaired - B . D e riv a t iv e s 6.161.346 - 4. Lo ans T o t a l 3 1/ 12 / 2 0 10 - 3. UCITS 5.695 6.155.651 1. Debt securities 2. Equity instruments 6.161.346 A for trading A . B a la nc e - s he e t assets Type/portfolio Financial assets held C.2.1 Banking group - Financial assets sold and not derecognized C.2 Sales transactions Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Notes to the consolidated financial statements - Part E – Risks and Hedging Policies C.2.1.a - Transfers of financial assets not derecognised (in tho usands o f EUR) Item/Amount Reverse repurchase agreements Total Total 31 12 2010 31 12 2009 25.578.650 10.674.465 3.416.348 13.507.437 Securities lending - - Transfers - - 28.994.998 24.181.902 Securisations Total The table shows assets sold and not derecognised, broken down by type of sales transaction. 317 318 - - - - - - - - - - 5.046.037 17.872.478 - - - - 3.477.634 3.477.634 - 14.394.844 14.394.844 sale fair value - available for designated at Financial assets Financial assets - - - - - - - - - - - held to maturity Financial assets Loans and 62.410 138.792 - - - - 58.405 58.405 - 80.387 80.387 banks advances to Loans and 12.193.663 1.298.700 - - - - 81.236 81.236 - 1.217.464 1.217.464 customers advances to 19.533.848 21.687.269 - - - - 4.231.491 4.231.491 - 17.455.778 17.455.778 Total (in tho usands o f EUR) The table indicates the book value of financial liabilities posted as offsetting entries to financial assets sold and not fully or partially derecognised from balance sheet assets. This category only involves liabilities reported in relation to sale and repurchase agreements. 2.231.738 - b) relating to partially recognised assets Total 31/12/2009 - a) relating to fully recognised assets 2.377.299 - 3. Securities in issue Total 31/12/2010 - 614.216 614.216 - 1.763.083 1.763.083 held for trading Financial assets b) relating to partially recognised assets a) relating to fully recognised assets 2. Deposits from banks b) relating to partially recognised assets a) relating to fully recognised assets 1. Customer accounts Liabilities/Asset Portfolios C.2.2 Banking group - Financial liabilities relating to financial assets sold and not derecognized Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Notes to the consolidated financial statements - Part E – Risks and Hedging Policies C.3 Banking Group – Covered bond transactions Characteristics of the Covered Bond Issuance Programme In the course of 2010, the Parent Company launched a programme for the issuance of Covered Bonds for an amount of EUR 10,000 mln. The programme is intended to place an innovative product on the market, offering covered bonds as a privileged instrument for financial profile improvement in the mid to long term. In light of the developments in the financial markets, the programme should be considered within a wider strategy, aimed at: curbing the costs of funding: covered bonds are widely preferred, inasmuch as they are issued directly by the Bank and their repayment is guaranteed by a segregated pool of assets (in this case, residential mortgage loans); in the event of issuer bankruptcy, covered bond holders enjoy a right of recourse on a portfolio of segregated high-quality assets and are, therefore, willing to accept a lower yield than the one offered by similar uncovered bonds; diversifying the Bank's funding sources on the international market; lengthening its average debt maturity profile; meeting risk-averting investors' needs. The deal is structured into the following stages: a) the Parent Company transfers, without recourse, a pool of assets having certain characteristics to the vehicle, MPS Covered Bond S.r.l., thus forming a segregated Cover Pool; b) the Parent Company grants a subordinated loan to the vehicle, for the purpose of financing payment of the assets' purchase price by the vehicle; c) the Parent Company issues covered bonds secured by an autonomous, irrevocable and unconditional firstdemand guarantee issued by the vehicle for the only benefit of the bond-holding investors and hedging counterparties involved in the transaction; the guarantee involves limited recourse to the assets of the Cover Pool owned by the vehicle (guarantor). The structure of the deal is such that the Parent Company is the transferor (a), lender (b) and issuer (c) in the transaction. Financial Statement Recognition Pursuant to IAS 39, the derecognition of a financial instrument from the balance sheet of the transferor is determined on the basis of the substance of the contract, not its legal form. Having said this, the deal is recognised as follows: transferred loans continue to be reported in the Parent Company's balance sheet under sub-item "Loans" of item 70 "Loans and advances to customers" on the asset side, inasmuch as the Parent Company retains the risks and rewards of ownership of the loans transferred; the loan disbursed by the Parent to the Vehicle is not classified as a separate item in the balance sheet, since it is offset with the amount due to the Vehicle in which the initial transfer price was recognised. The loan, therefore, is not subject to credit risk assessment, because this risk is entirely reflected in the assessment of transferred loans, which continue to be reported in the Parent Company's balance sheet; loans are subject to movements based on own events (figures and assessment); instalments collected by the Parent (which also acts as a servicer) are reallocated daily to the Vehicle's "Collection Account" and accounted for by the Parent as follows: collection of principal from borrower is recognised as an offsetting entry to the reduction in the loan to the borrower; reallocation of principal to the Vehicle is recognised as an offsetting entry to the recognition of a loan to the Vehicle; this loan is paid off upon repayment of the subordinated loan; interest from borrower is recognised as an offsetting entry to Account 10 "Interest income: Loans and advances to customers" (interest on loans continues to be recognised on an accrual basis); reallocation of interest to the Vehicle is recognised as an offsetting entry to the recognition of a loan to the Vehicle; this loan is paid off upon collection of the receive leg of the Cover Pool Swap; the Vehicle ―MPS Covered Bond S.r.l.‖ is invested in by the Parent Company for a control stake of 90%, recognised under Account 100 ―Equity Investments‖ and included in the Group's consolidated financial statements under the comprehensive approach; 319 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies bonds issued are posted to Account 30 "Debt securities in issue" on the liabilities side, and related interest expense is recognised on an accrual basis. In consideration of the characteristics and accounting treatment of the deal, the swaps associated to the transaction are not recognised in the balance sheet, since their recognition would entail, pursuant to par. AG49 of IAS 39, a duplication of rights and obligations already recognised due to loans sold being maintained on the balance sheet. Risks and Control Measures In order to allow the transferee to meet the obligations of the collateral pledged, the Parent Company uses appropriate Asset & Liability Management techniques to secure a trend of substantial balance between the maturities of cash flows arising from the assets sold and maturities of payments due in relation to the covered bonds issued and other costs of the transaction. The Programme was structured in compliance with applicable rules and regulations which authorise the issuance of covered bonds only if the transfering and issuing banks meet certain capital requirements . The structure of the debt issuance programme of the Parent Company (transferor and servicer) is subject to stringent regulatory requirements and calls for continuous actions by the Credit, Treasury & Capital Management and Risk Management Areas, as well as of supervision by an external auditor (Deloitte & Touche) acting as an Asset Monitor. In particular, the following actions are included: assessment of capital requirements mandated by Supervisory Instructions when it comes to covered bond issuance programmes; assessment of the quality and integrity of the assets sold with regard, in particular, to the estimated value of properties, both residential and non-residential, on which a mortgage in relation with the asset-backed loans is placed; this assessment may result in repurchases, integrations and additional transfers of supplemental assets; assessment of an appropriate ratio being maintained between bonds issued and assets sold as collateral (Cover Pool - mortgage and residential assets); assessment of transfer limits and integration practices; assessment on whether risks are effectively and adequately hedged by derivative contracts in relation to the transaction. 320 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Description of individual issuances In 2010, as part of the Debt Issuance Programme, the Parent Company completed three issuances targeting the Euro market, one of which (for a nominal amount of EUR 1,000 mln) was entirely repurchased by the Group Company, Monte dei Paschi Ireland Ltd, and used in funding for repo transactions. The latter issuance was, therefore, not recognised as such in the liabilities of the consolidated financial statement . It was rather the funding transaction that was recognised. Here follows a summary of the main characteristics of transfers: Cover Pool transfer date Type of securitised assets 25 05 2010 19 11 2010 Residential mortgage loans Residential mortgage loans 4.413.282.560,82 2.400.343.584,94 36.711 19.058 Amount of transferred assets Number of transferred mortgage loans Breakdown of transferred debtors by economic business sectors 100% natural persons and issuances: Covered Bond Issuing Programme Name: Issued amount (EUR) Re-Offer Price Date of issue / Covered Bond maturity IT0004618226 IT0004640881 1.000.000.000 1.250.000.000 99,71 99,68 30.06.2010 - 30.06.2015 23.09.2010 - 23.09.2013 Coupon interest annual fixed rate of 3.125% annual fixed rate of 2.500% Rating Agencies Moody‘s: Aaa - Fitch: AAA Moody‘s: Aaa - Fitch: AAA Book value as at 31.12.2010 996.961.240 1.252.715.660 321 100% natural persons Notes to the consolidated financial statements - Part E – Risks and Hedging Policies D.CREDIT RISK MEASUREMENT MODELS Credit risk is analysed using the Credit Portfolio Model, which was developed internally by the Parent Company and produces detailed outputs in the form of traditional risk measures such as Expected Loss, Unexpected Loss and inter-risk diversified Economic Capital with a representative period of one year and a confidence interval calibrated to the official rating assigned to the Group. There are numerous inputs: Probability of Default (PD), Loss Given Default (LGD) rates, number and types of guarantees supporting the credit facility, internal operational Exposure at Default (EAD). The Credit Portfolio Model developed within the Montepaschi Group uses a Merton approach to represent the insolvency of each counterparty in the portfolio. According to this approach, a counterparty becomes insolvent when a synthetic variable expressing its creditworthiness falls below a pre-determined threshold value for a representative period (normally one year). The synthetic variable expressing the creditworthiness of the counterparty is known as the Credit Worthiness Index (CWI) and consists in both the risk that is specific to a counterparty and the systemic risk. Each counterparty‘s creditworthiness sensitivity to changes in macroeconomic factors is estimated using an econometric model of multivariate regression between the counterparty‘s probability of default (PD) variable and selected credit drivers. The breakdown of losses is estimated with suitable statistical functions which approximate the breakdown of losses by counterparty through the use of conditioned default probabilities. The portfolio model output provides detailed measures for individual positions as well as the absorbed operating capital component and indicates the impact of diversification as compared to a building-block approach. The model evidences the change in credit risk over time based on various combinations of the variables under analysis, by legal entity, customer type, geographic area, economic sector, rating class and continental area. Other information derived from the Credit Portfolio Model concerns ―what-if‖ analyses produced for certain discriminating variables such as probability of default, LGD rates, changes in the value of collaterals and in margins available on credit lines, in order to quantify the levels of Expected Loss and Economic Capital if the underlying (discretionary or trend-based) assumptions prove to be true. In accordance with the provisions of the Second Pillar of Basel 2, the Montepaschi Group is committed to the continuous development of methodologies and models in order to assess the impact on the loan portfolio of stress conditions produced using sensitivity analyses with respect to individual risk factors or through scenario analyses. The chart below provides a distribution of the credit quality of the Montepaschi Group portfolio (excluding financial asset positions). The description below shows that about 49% of risk exposure is to high and good quality customers. It should be noted that the ranking below also includes exposure to banks, government agencies and non-regulated financial and banking institutions, which are not included in the AIRB approaches. As borrowers, these entities are nevertheless subject to a credit standing assessment using official ratings, if any, or appropriate benchmark values that have been determined internally. - Credit loan portafolio - Quality distribution on 31.12.2010 50% 40% 30% 20% 10% 0% Highest Quality (IG) Good Quality Quality (IG) Fair Quality (SG) % EAD % PA 322 Speculative Quality (SG) % CAP Hight Default Quality (W) Notes to the consolidated financial statements - Part E – Risks and Hedging Policies On the other hand, the following chart provides a breakdown of credit quality only for Corporate and Retail portfolios (which are largely validated by regulatory authorities for the use of internal PD and LGD models). It should be noted that as at 31 December 2010, high or good quality exposure accounted for approximately 43% of total exposure. - Credit loan portafolio Corporate & Retail Quality distribution on 31.12.2010 50% 40% 30% 20% 10% 0% Highest Quality (IG) Good Quality Quality (IG) Fair Quality (SG) % EAD % PA Speculative Quality (SG) Hight Default Quality (W) % CAP The following chart shows that the three retail banks (Banca MPS, Banca Antonveneta and BiverBanca) contribute to approximately 83% of the total Montepaschi Group‘s exposure to risk, whereas the companies MPS L&F, MPS Capital Services and Consum.it account for the remaining 17%. Risk Exposure Montepaschi Group - 31.12.2010 MPS L&F 3,9% Biver 1,6% MPS Bank 72,5% MPS Capital Services 9,6% Consumit 3,3% BAV 9,1% With regard to risk measures, the highest percentage of expected loss is attributable to the Parent Bank at 72.7% followed by Banca Antonveneta with 10.1% and MPS Capital Services and Consum.it (7.1% and 5.5% respectively), while the remainder (4.6%) is assigned to cover the risks of MPS Leasing & Factoring and BiverBanca. Most of the overall amount of economic capital to cover credit risk is absorbed by the Parent Bank (about 72.3%), followed by the remaining retail banks, Banca Antonveneta and BiverBanca (10.8%) with the remainder (16.9%) absorbed by the other legal entities. 323 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Expected Loss Economic Capital Montepaschi Group - 31.12.2010 Montepaschi Group - 31.12.2010 MPS L&F 3,4% MPS L&F 3,0% Biver 1,6% MPS Bank 72,7% Biver 1,2% MPS Bank 72,3% MPS Capital Services 7,1% Consumit 5,5% BAV 10,1% MPS Capital Services 7,4% Consumit 6,0% BAV 9,6% An analysis conducted at the end of 2010 shows that the risk exposure of the Montepaschi Group is mainly toward ―Manufacturing Companies‖ (64% of total loans disbursed) and ―Households‖ (28.1%). The remaining portion is broken down between "Government and Public Administration", which makes up 5% and "Banks and Financial Institutions" for 2.9%. Risk Exposure Montepaschi Group - 31.12.2010 Banks and Financial Instit. 2,9% Consumers 28,1% Manufacturing Companies 64,0% Governments and Public Admin. 5,0% In terms of risk measures, it should be noted that Manufacturing Companies account for 88% of the Expected Loss and 83.6% of the Economic Capital. The portion for ―Households‖ comes to 11.2% for Expected Loss and 15.3% for Economic Capital respectively. The remaining client segments ("Government and Public Administration" and "Banks and Financial Institutions") absorb 0.8% of the Expected Loss and 1.1% of Economic Capital. Expected Loss Economic Capital Montepaschi Group - 31.12.2010 Montepaschi Group - 31.12.2010 Banks and Financial Instit. 0,9% Banks and Financial Instit. 0,6% Manufacturing Companies 88,0% Consumers 11,2% Governments and Public Admin. 0,2% Manufacturing Companies 83,6% 324 Consumers 15,3% Governments and Public Admin. 0,2% Notes to the consolidated financial statements - Part E – Risks and Hedging Policies An analysis of the geographic breakdown of customers of the Montepaschi Group shows that exposure to risk is primarily concentrated in Italy‘s Northern regions (41.4%) followed by Central Italy and Sardinia (19.9%), Tuscany and Umbria (17.6%), Southern Italy and Sicily (17.4%). The remainder (3.7%) is from abroad. Risk Exposure Montepaschi Group - 31.12.2010 South and Sicily 17,4% Tuscany and Umbria 17,6% Center and Sardinia 19,9% North 41,4% Foreign 3,7% Overall risk measures (expected loss + economic capital) are also higher (39.9%) in northern Italy due to the greater concentration of loans in that area. Next in the ranking are Tuscany and Umbria (19.4%), Southern Italy including Sicily and Central Italy including Sardinia (both at 19.1%), while the remainder (2.6%) comes from foreign customers. Expected Loss + Economic Capital Montepaschi Group - 31.12.2010 South and Sicily 19,1% Tuscany and Umbria 19,4% Center and Sardinia 19,1% Foreign 2,6% North 39,9% 325 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Lastly, a breakdown of exposure of the top 10 business sectors, based on the Bank of Italy ranking – which account for 83.6% of overall lending to corporate customers – shows that ―Other Retail Services‖, ―Trade Services‖ and ―Building and Public Works‖ absorb most risk measures (26.3%, 22.6% and 12.6%, respectively) and together account for 61.5% of total risk measures. These are followed by ―Hotels, Restaurants and Catering‖, ―Agriculture, forestry and fishing‖, ―Food, beverage and tobacco‖ which together make up 11.4% of total Expected Loss and Economic Capital. % Risk measures (Expected Loss + Economic Capital) 31.12.2010 26,3% Other Sales Services 22,6% Retailing services 12,6% Building Trade & utility's infrast. Hotels & public utilities Agriculture, forestry & fishing prod. Food, beverage and tobacco prod. Inland Transport Services Metalworking products 4,5% 3,5% 3,4% 2,9% 2,8% Energetic products 2,6% Textile & leather prod. 2,6% 326 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Section 2 – Market risks 2.1 Interest rate and price risk – regulatory trading book Market risks affecting the trading book Market risk management model concerning the Trading Book The Montepaschi Group‘s Regulatory Trading Portfolio (RTP), or Trading Book, is made up of all the Regulatory Trading Portfolios managed by the Parent Bank (BMPS), MPS Capital Services (MPSCS) and, to a smaller extent, by BiverBanca and the Irish subsidiary Monte Paschi Ireland. The addition of Banca Antonveneta to the Group in 2008 had no effect on this area since the management approach in use called for centralising all market risks at BMPS and MPSCS. The portfolios of the other retail subsidiaries are immune to market risk since they only contain their own bonds held to service retail customers. Operations involving derivatives, which are brokered on behalf of the same customers, also call for risk to be centralised at -and managed by- MPSCS. The market risks of the trading book of both the Parent Company and the other Group companies (which are relevant as independent market risk taking centres), are monitored in terms of Value-at-Risk (VaR) for operational purposes. The Group‘s Finance Committee is responsible for directing and coordinating the overall process of managing the Group‘s proprietary finance thereby ensuring that the management strategies of the various business units are consistent. The Montepaschi Group Trading Book is subject to daily monitoring and reporting by the Risk Management Area of the Parent Company on the basis of proprietary systems. VaR for management purposes is calculated separately from the operating units, using the internal model of risk measurement implemented by the Risk Management Unit in keeping with international principles of best practice. However, the Group uses the standardised methodology in the area of market risks solely for reporting purposes. Operating limits to trading activities, which are established by the Board of Directors of BMPS, are expressed by level of delegated authority in terms of VaR, which is diversified by risk factors and portfolios and monthly and annual stop losses. In particular, the trading book‘s credit risk in addition to being included in VaR computations and in the respective limits for the credit spread risk component, is also subject to specific operating limits for issuer and bond concentration risk which specify maximum notional amounts by type of guarantor and rating category VaR is calculated with a 99% confidence interval and a holding period of 1 business day. The Group adopts the method of historical simulation with daily full revaluation of all basic positions, out of 500 historical entries of risk factors (lookback period) with daily scrolling. The VaR calculated in this manner takes account of all diversification effects of risk factors, portfolios and types of instruments traded. It is not necessary to assume, a priori, any functional form in the distribution of asset returns, and the correlations of different financial instruments are implicitly captured by the VaR model on the basis of the combined time trend of risk factors. The daily management reporting flow on market risks is periodically transmitted to the Risk Committee, the Chairman and to the Board of Directors of the Parent Bank within the Risk Management Report, which keeps Top Management and other senior management areas up to date on the overall risk profile of the Montepaschi Group. The large categories of risk factors covered by the Internal Market Risk Model are IR, EQ, FX and CS as described below: IR: interest rates on all relevant curves and relative volatilities; EQ: share prices, indexes, baskets and relative volatilities; FX: exchange rates and relative volatilities; CS: credit spread levels. VaR (or diversified or net VaR) is calculated and broken down daily for internal management purposes, even with respect to other dimensions of analysis: organisational/management analysis of portfolios, analysis by financial instrument, analysis by risk family. 327 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies It is then possible to assess VaR along each combination of these dimensions in order to facilitate highly detailed analyses of phenomena involving the portfolios. With particular reference to risk factors the following are identified: VaR Interest Rate (IR VaR), VaR Equity (EQ VaR), VaR Forex (FX VaR) and VaR Credit Spread (CS VaR). The algebraic sum of these items gives the Gross VaR (or nondiversified VaR), which, when compared with diversified VaR makes it possible to quantify the benefit of diversifying risk factors resulting from holding portfolios with asset class and risk factor allocations which are not perfectly correlated. This information can also be analysed along all the dimensions referenced above. The model enables the production of diversified VaR metrics for essentially the entire Montepaschi Group in order to get an integrated overview of all the effects of diversification that can be generated among the various banks on account of the specific joint positioning of the various business units. Moreover, scenario and stress-test analyses are regularly conducted on various risk factors with different degrees of granularity across the entire tree structure of the Group's portfolios and for all categories of instruments analysed. Stress tests are used to assess the bank's capacity to absorb large potential losses in extreme market situations, so as to identify the measures necessary to reduce the risk profile and preserve assets. Stress tests are developed on the basis of discretionary and trend-based scenarios. Trend-based scenarios are defined on the basis of real situations of market disruption previously recorded . Such scenarios are identified based on a timeframe in which risk factors were subjected to stress. No particular scenarios are required with regard to the correlation among risk factors since trend-based data for the period identified is used. Stress tests based upon discretionary scenarios assume extreme changes occurring to certain market parameters (interest rates, exchange rates, stock indices, credit spreads and volatility) and measure the corresponding impact on the value of portfolios, regardless of their actual development in the past. Simple discretionary scenarios are currently being developed (variation to a single risk factor) as are multiple ones (variation to several risk factors simultaneously). Simple discretionary scenarios are calibrated to independently deal with one category of risk factors at a time, assuming the shocks do not spread to the other factors. Multiple discretionary scenarios, on the other hand, aim to assess the impact of several shocks that simultaneously affect all types of risk factors. *** In 2010, market risk in the Regulatory Trading Book in terms of VaR stood at an average of € 16.62 mln. It should be noted that risks in the second quarter were marked by the high volatility of credit spreads, with particular reference to Italian sovereign debt linked to the Greek crisis. In the second half of the year, VaR remained at levels below the 2010 average. The peak recorded in September was attributable to the directional trading on rate derivatives (interest rate future options) by the subsidiary MPS Capital Services, which was subsequently reabsorbed. The Group‘s VaR came to EUR 9.41 mln as at 31 December 2010. 328 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies With regard to legal entities, the Group‘s market risks continue to be concentrated on MPS Capital Services and Banca MPS. MPS Group VaR Trading Book VaR Breakdown per Bank: 31.12.2010 MPS Capital Services 66% MPS Bank 31% Other Banks 3% At the end of December 2010, MPS Capital Services accounted for 66% of overall risk, the Parent Company approx. 31% while the remaining 3% was attributable to other banks. MPS Group VaR Trading Book VaR Breakdown per Risk Factor: 31.12.2010 FX VaR 7% EQ VaR 28% CS VaR 40% IR VaR 25% 329 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A breakdown of VaR by risk factors as at 31-12-2010 shows that 40% of the Group‘s portfolio was allocated to risk factors such as Credit Spread (CS VaR), 28% was absorbed by equity risk factors (EQ VaR), 25% was absorbed by interest rate risk factors (IR VaR) and the remaining 7% by foreign exchange risk factors (FX VaR). g MPS Group: Trading Book VaR 99% 1 day in EUR/mln VaR Date End of Period 9,41 31/12/2010 Min 8,84 27/09/2010 Max 34,44 12/05/2010 Average 16,62 During the year, the Group‘s VaR ranged between a low of € 9.84 mln recorded on 30 December and a high of € 50.56 mln on 16 October. On average, VaR was € 21.18 mln during the year. The exact end-of-2009 figure was € 10.08 mln. 330 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Qualitative Information A. General aspects Each bank of the MPS Group which is relevant as a market risk-taking centre contributes to the generation of interest rate risk and price risk in the overall Trading Book. A.1 Interest rate risk With reference specifically to the Parent Bank, the Finance Area and the Treasury and Capital Management Area are the Business Areas in charge of trading for the Parent Bank. The Global Markets Area carries out trading activities for MPS Capital Services. The Finance Area manages a proprietary portfolio which takes trading positions on interest rates and credit. In general, interest rate positions are taken by purchasing or selling bonds, and by creating positions in listed derivatives (futures) and OTCs (IRS, swaptions). Trading is carried out exclusively on the Bank‘s own behalf, with objectives of absolute return, in compliance with the limits delegated in terms of monthly and yearly VaR and Stop Loss. The management of interest rate risk in the Trading Book is supplemented by the activity of the Centralised Treasury Unit of the Treasury and Capital Management Area, which operates in the short-term portion of the main interest rate curves, mostly through bonds and listed derivatives. With regard to credit risk existing in the trading book, the equity positions are generally managed through the purchase or sale of bonds issued by companies and by creating synthetic positions in derivatives. The activity is oriented to achieving a long or short position on each issuer, or a long or short exposure in specific product sectors. The activity is carried out solely on the Bank‘s own behalf with objectives of absolute return and in compliance with other specific issuer and concentration risk limits approved by the Board of Directors. A.2 Price risk The Business Area in charge of the Parent Bank‘s trading activity with respect to price risk is the Finance Area which manages a proprietary portfolio and takes trading positions on equities, Stock Exchange indexes and commodities. In general, positions on capital securities are taken both through the purchase/sale of equities and through the positions created in listed derivatives (futures) and OTC (options). Trading is carried out exclusively on the Bank‘s own behalf, with objectives of absolute return, in compliance with the limits delegated for monthly and yearly VaR and Stop Loss. Similarly, the Global Markets Area carries out trading activities for MPS Capital Services. B. Interest rate and price risk: operational procedures and measurement methods With regard to the market risk management process concerning the management and methods for measuring interest rate and price risk, see the above paragraph entitled ―The model for managing market risks affecting the trading book‖. 331 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Quantitative information 1. Regulatory trading book: breakdown of balance sheet assets/liabilities and residual life (repricing date) financial derivatives by This table has not been prepared since an analysis of the banking book‘s sensitivity to interest-rate risk and price risk is produced based on internal models. 2. Regulatory trading book: breakdown of exposures in equity instruments and stock indices by major countries of the listing market This table has not been prepared since an analysis of the banking book‘s sensitivity to interest-rate risk and price risk is produced based on internal models. 3. Regulatory trading book: internal models and other methodologies for sensitivity analysis The rate and price risk of the Trading Book is monitored in terms of VaR and scenario analysis. 3.1 Interest rate risk Each business unit within the MPS Group operates independently on the basis of the objectives and authorities assigned to it. The positions are managed by special desks provided with specific operational limits. Each desk adopts an integrated risk management approach (covering more than rate risk, when allowed) in order to benefit from the natural hedge resulting from simultaneously holding positions based on risk factors that are not perfectly correlated. The VaR by risk factor (specifically, Interest Rate VaR) has management relevance for the purpose of risk management analyses, even though the global VaR diversified among risk factors and portfolios is used by the operating units. Below is information on the Group‘s diversified Interest Rate VaR. g MPS Group: Trading Book VaR Interest Rate 99% 1 day in EUR/mln VaR Data 5,24 31/12/2010 Min 3,05 24/08/2010 Max 11,56 23/09/2010 Average 6,21 End of Period Simulations include four interest rate risk scenarios: 332 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Parallel shift of +100 bp in relation to all interest rate curves, Parallel shift of +100 bp in relation to all interest rate curves, Parallel shift of +1% in relation to all surfaces of volatility of all interest rate curves. The positions related to the Trading Book are all classified as HFT for accounting purposes, with changes in market value posted directly to the profit and loss statement. Below is the overall effect of the scenario analyses. g MPS Group: Trading Book EUR/mln Risk Family Interest Rate Interest Rate Scenario +100bp all Interest Rate Curves -100bp all Interest Rate Curves Global Effect -43,52 102,46 Interest Rate +1% all Interest Rate Volatility -0,42 The mismatch between the +100bp e -100bp scenarios is due to portfolios with non-linear positions on the rates of the subsidiary, MPS Capital Services, primarily options on futures and, to a lesser degree, caps and floors. To complete the interest rate risk analysis, details are also provided on the credit spread risk of the Montepaschi Group‘s Trading Book tied to the volatility of the credit spreads of issuers. The VaR by risk factor (specifically, Credit Spread VaR ) has management relevance for the purpose of risk management analyses, even though the global VaR diversified among all risk factors and portfolios is used by the operating units. g MPS Group: Trading Book VaR Credit Spread 99% 1 day in EUR/mln VaR Data End of Period 8,37 31/12/2010 Min 4,86 04/01/2010 Max 21,13 28/05/2010 Average 10,87 333 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies For the purposes of sensitivity analysis, the simulation scenario is as follows: parallel shift of +1 bp in all credit spreads. The positions related to the Trading Book are all classified as HFT for accounting purposes, with changes in market value posted directly to the profit and loss statement. Below is the overall effect of the scenario analyses. g MPS Group: Trading Book EUR/mln Risk Family Credit Spread Scenario +1bp all Curves Global Effect -1,11 334 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies 3.2 Price risk Each business unit within the MPS Group operates independently on the basis of the objectives and authorities assigned to it. The positions are managed by special desks provided with specific operational limits. Each desk adopts an integrated risk management approach (covering more than price risk, when allowed) in order to benefit from the natural hedge resulting from simultaneously holding positions based on risk factors that are not perfectly correlated. The VaR by risk factor (specifically, Equity VaR) has management relevance for the purpose of risk management analyses, even though the global VaR diversified among risk factor and portfolios is used by the operating units. Below is information on the Group‘s diversified Equity VaR. g MPS Group: Trading Book VaR Equity 99% 1 day in EUR/mln VaR Data End of Period 5,75 31/12/2010 Min 1,74 06/08/2010 Max 13,78 02/06/2010 Average 6,80 There are three simulated price scenarios: +1% of each equity, commodity, index or basket price, -1% of each equity, commodity, index or basket price, +1% of all volatility surfaces of all equity and commodity risk factors. The positions related to the Trading Book are all classified as HFT for accounting purposes, with changes in market value posted directly to the profit and loss statement. Below is the overall effect of the scenario analyses. g MPS Group: Trading Book EUR/mln Risk Family Equity Equity Equity Scenario +1% Equity Prices (prices, indices, basket) -1% Equity Prices (prices, indices, basket) +1% Equity Volatility 335 Global Effect 1,44 -1,26 -0,29 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies 336 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies 2.2 Interest rate risk and price risk on the consolidated banking book Qualitative Information A. General aspects, management procedures and measurement methods for interest rate risk and price risk A.1 Interest rate risk In accordance with international best practices, the Banking Book refers to all of the commercial operations of the Parent Bank in relation to the transformation of maturities with respect to balance-sheet assets and liabilities, Treasury, foreign branches, and hedging derivatives of reference. The definition of the scope of the Banking Book (in line with that for the regulatory book) and the ALM centralisation process are contained in a resolution by the Board of Directors of the Parent Bank - approved in September 2007 and updated in October 2009 - to adjust the overall framework to the changed corporate structure and develop the approach in compliance with the guidelines set forth in the regulatory provisions. (Bank of Italy Circ. 263). The resolution sets the rules for the centralisation of Asset & Liability Management under the parent company's Treasury and Capital Management and the definition and monitoring of operating limits against interest rate risk in the Montepaschi Group's Banking Book. The operational and strategic choices for the Banking Book, adopted by the Finance Committee and monitored by the Risk Committee of the Parent Company, are based first on exposure to interest rate risk for a variation in the economic value of the assets and liabilities of the Banking Book by applying a parallel shift of 25bp, 100bp and 200bp, the latter in accordance with the requirements set out in the ―second pillar‖ of Basel 2. The risk measurements of the retail banks in the Montepaschi Group are prepared by using, among other things, a model for the valuation of demand items or core deposits, whose characteristics of stability and partial insensitivity to interest rate changes are described in the systems with a statistical/predictive model (replicating portfolio), which takes into consideration a significant time series of past customer behaviours. In addition, the Montepaschi Group‘s ALM model includes, within rate risk measurements, a behavioural model which takes into account the aspect of mortgage prepayment (so-called prepayment risk). Loan prepayment rates and, in particular, home mortgage prepayment rates have become potentially more unstable due to a series of concomitant factors, such as the greater volatility of the rate curve due to the recent crisis. The Montepaschi Group is committed to the continual updating of risk measurement methodologies by gradually finetuning estimation models so as to include all major factors that progressively modify the interest rate risk profile of the banking book. Notably, significant developments in the risk profile characteristics can be observed at this stage owing to recent regulatory changes, growing number of contractual options, operating practices adopted and changes in behavioural patterns, all of which make the risk profile more dependent on market performance and especially interest rates and their volatility. In 2010, the Group carefully monitored the various cases, particularly in relation to the growing popularity of products with contractual options such as capped mortgages. The Group adopts a rate risk governance and management system which, in accordance with the provisions of the Supervisory Authority, avails itself of: a quantitative model, which provides the basis for calculation of risk indicators for the interest rate risk exposure of the Group and Group companies/entities; risk monitoring processes, aimed at ongoing verification of compliance with the operational limits assigned to the Group overall and to the individual business units; risk control and management processes, geared toward bringing about adequate initiatives for optimising the risk profile and activating any necessary corrective actions. Within the above system, the following responsibilities are centralised in the Parent Bank: definition of the policy for managing the Group Banking Book and controlling its interest rate risk; coordination of Group policies' implementation by the companies included in the scope; governance of the Group‘s short-, medium- and long-term rate risk position, both overall and at individual company level, through centralised operational management. In its governance function, the Parent Bank therefore defines criteria, policies, responsibilities, processes, limits and instruments for rate risk management. 337 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies The Group Companies included in the scope of application are responsible for abiding by the liquidity policies and limits defined by the Parent Bank and the capital requirements set by the relevant Regulatory Authorities. Within the model defined, the Treasury and Capital Management Area is responsible for the operational management of the Group‘s overall rate and liquidity risk. Specifically, within this Area, the Centralised Treasury Service manages short-term rate risk and liquidity risk for the Group. In particular, the Group Balance Sheet Management Service manages structural rate risk and maturity transformation risk (structural liquidity) for the Group. In addition, the Area carries out hedge monitoring and management activities consistent with accounting policies, involving individual oversight for definition of the internal rates of the ―network‖ (BMPS and other Group companies) for Euro and foreign currency transactions with maturities beyond the short term, proposing economic terms and conditions for accessing funds by Group companies to the Finance Committee . It also manages the Group‘s funding needs, proposing new bond issues and centralising the administrative tasks for Group bond issues. The Montepaschi Group, and within it therefore Banca MPS, manages interest rate risk by portfolio. Hedging derivatives are underwritten within the Group with MPS Capital Services Banca per le Imprese, which in turn manages the overall exposure to the market by aggregation. This approach, however, does not enable a directrelationship to be maintained between the underwritten derivative of each individual Group company and the market. Such management can be faithfully represented by the adoption of the Fair Value Option (introduced by the new international accounting standards – IAS 39) designating a group of financial assets or of financial liabilities at fair value which have an impact on the profit and loss statement. This approach is adopted by Banca MPS for the financial liabilities hedged at fair-value for standardised portfolios. The Fair Value Option used concerns the accounting mismatch between an item measured at Fair Value and an item measured according to other accounting criteria. Portfolios and asset classes exist for which the use of the Fair Value Option increases the complexity in the management or in the assessment of the items, in particular for hedging asset items. Should such a case occur, the Montepsachi Group and, by extension Banca MPS, adopts formal IAS-compliant hedging relationships. In particular, the main types of IAS-compliant hedging are as follows: Micro Fair Value Hedge: hedging of non-trading assets (loans/mortgage loans classified as Loans and Receivables) of Banca MPS and its Foreign Branches and the securities portfolio of Banca MPS and its Foreign Branches (classified as Loans and Receivables and Available for Sale, respectively); Macro Fair Value Hege: hedging of non-trading assets (loans/mortgage loans classified as Loans and Receivables); Micro Cash Flow Hedge: hedging of a limited portion of variable-rate deposits. A.2 Price risk The price risk in the MPS Group's Banking Book is measured in relation to equity positions mostly held for strategic or institutional/instrumental purposes. For such purposes, the portfolio is primarily made up of equity investments, alternative funds (hedge funds), AFS securities and, to a smaller extent, derivatives. The MPS Group equity investment portfolio includes approximately 300 equity investments in companies outside the Group, with approximately 70% of the amount being concentrated in 7 investments. The unit value of the remaining investments is rather limited (approximately 200 equity investments, in fact, are valued at less than EUR 1 mln, accounting for 1.5% of the overall portfolio). There are approximately 20 equity investments relative to the portfolio of MPS Capital Services Banca per le Imprese; these account for 2% of the overall value of the portfolio. Trading in UCITs is carried out exclusively through the direct purchase of the funds/SICAVs, with no derivative contracts. 338 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Quantitative information 2.2.1 Banking book: breakdown of financial assets and liabilities by residual life (repricing date) This table has not been prepared since an analysis of the banking book‘s sensitivity to interest-rate risk and price risk is produced based on internal models. 2.2.2. Banking book: internal models and other sensitivity analysis methods 2.1 Interest rate risk The sensitivity of the Montepaschi Group, at the end of 2010, is indicative of exposure to rate hike risk. The amount of economic value at risk in the event of a +100 bp parallel shift of the rate curve came to - EUR 1,266 mln (1,282 EUR/mln for a shift of -100bp). However, if benchmarked against the Regulatory Capital, these values are below the level considered as the attention threshold by the Bank of Italy. 2.2 Price risk The instrument used to measure the price risk of the equity investments portfolio is Value-at-Risk (VaR), which represents the loss that the portfolio in question, valued at Fair Value, could experience in the timeframe of one quarter (holding period), considering a confidence interval of 99%. The VaR model used (contrary to the one used for the Trading Book) is a parametric model based on the traditional approach of the variance-covariance matrix. To estimate price volatility, the time series of market yields for listed companies and the time series of sector-based indices for unlisted ones are used. It is noted that the portfolio taken into consideration by the analyses includes all the equity investments held by all companies in the Montepaschi Group in external companies, or in companies which do no consolidate either fully or proportionately. The VaR of the equity investment portfolio (99% and a holding period of 1 quarter) amounted at yearend to approximately 22% of the Fair Value of the portfolio, with the risk concentrated in the seven most significant investments. Moreover, the above-mentioned model makes it possible to measure the marginal risk contribution of each equity investment and to disaggregate the measurement made from the Group‘s perspective with respect to the investment stakes held by each Legal Entity. The internal measurement system is developed by the Risk Management Area, which periodically reports on the extent of the risks of the equity investments portfolio and their changes over time. The results are brought to the attention of the Parent Bank‘s Risk Committee regularly. With reference to the alternative funds component, the internal measurement system uses a measurement based on the regulatory approach for the determination of Economic Capital. In addition, shown below is a scenario analysis which includes all the equity investments, hedge funds and other directional positions assumed, based on instructions by the Board of Directors, including those that operationally fall under the Banking Book of the Parent Bank‘s Finance Area (e.g. AFS securities) but are not included in the previouslyreported scenario analyses for price risk in the Trading Book. g MPS Group: Banking Book EUR/mln Risk Family Scenario Equity Equity Equity +1% Equity Prices (prices, indices, basket) -1% Equity Prices (prices, indices, basket) +1% Equity Volatility Global Effect 30,22 -30,22 0,00 The impact of the equity investments portfolio on the scenario analysis total is approximately 60%. 339 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies 2.3 Foreign exchange risk Qualitative Information A. Exchange rate risk: general information, operational procedures and measurement methods Foreign exchange operations are mainly based on short-term trading, with the systematic balance of the transactions originated by the retail banks which automatically feeds into the Group‘s position. Trading activities in the FX options segment are mainly carried out by the Centralised Treasury Serviceof the Treasury & Capital Management Area. The foreign branches maintained modest forex positions exclusively originated by funds available for commercial purposes. In terms of risk, the notable turnover on cash and OTC derivatives remained in a straight line with ongoing and careful use of delegation powers. Foreign currency equity investments are typically financed by funds raised, denominated in the same currency, with no foreign exchange risk. Quantitative information 2.3.1 Breakdown by currency of assets, liabilities and derivatives 3112 2010 (in tho usands o f EUR) Currencies Items A. Financial assets Pound US dollar Yen sterling Swiss franc H.K. Dollar Other currencies 4.533.989 362.051 300.310 138.853 44.842 112.370 1.202.426 112.940 61.795 - - 7 679.241 99.311 25.958 2.717 2.123 8.966 A.3 Loans to banks 1.226.096 110.865 108.669 69.441 7.624 89.071 A.4 Loans to customers 1.426.226 38.935 103.888 66.695 35.095 14.326 - - - - - - 81.689 5.789 1.160 4.429 1.324 2.777 5.205.529 799.182 341.902 109.802 56.359 125.071 3.683.394 248.487 337.346 41.626 5.080 90.485 C.2 Customer accounts 901.187 53.664 4.556 8.214 51.279 34.586 C.3 Debt securities 620.948 497.031 - 59.962 - - - - - - - - 98.865 66.363 424 34 2.274 56 1.010.203 665.203 58.623 12.120 19.436 - - - - - A.1 Debt securities A.2 Equity securities A.5 Other financial assets B. Other assets C. Financial liabilities C.1 Deposits from banks C.4 Other financial liabilities D. Other liabilities E. Financial derivatives - Options (11.168) (28.544) + Long positions 543.249 44.633 9.904 12.036 1.005 99.946 + Short positions 554.417 44.633 9.904 12.036 1.005 99.946 1.021.371 665.203 58.623 (28.544) 12.120 19.436 + Long positions 4.494.721 1.722.305 903.254 553.837 12.132 1.245.198 + Short positions 3.473.350 1.057.102 844.631 582.381 12 1.225.762 Total assets 9.653.648 2.134.778 1.214.628 709.155 59.303 1.460.291 Total liabilities 9.332.161 1.967.280 1.196.861 704.253 59.650 1.450.835 321.487 167.498 17.767 4.902 - Other Difference (+/-) 340 (347) 9.456 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies 2.3.2 Internal models and other methodologies for sensitivity analysis Exchange risk is monitored in terms of VaR and scenario analysis (for the methodology see the paragraph ―Market Risk Management Model for the Trading Book‖). Shown below is the information relative to the Group‘s diversified Forex VaR. g MPS Group VaR Forex 99% 1 day in EUR/mln VaR Data 1,44 31/12/2010 Min 1,16 22/09/2010 Max 12,37 10/05/2010 Average 4,86 End of Period The following are scenarios simulated in relation to foreign exchange rates: +1% for all foreign exchange rates with respect to EUR -1% for all foreign exchange rates with respect to EUR +1% for all volatility surfaces of all foreign exchange rates The impact on net operating income and profit/loss for the year was estimated taking account only of HFT positions, which post Market Value changes directly to Profit and Loss. The effect on shareholders‘ equity, instead, is estimated with reference to all other positions. The total effect results from the algebraic sum of the two components. Below is a summary of the scenario analyses. g MPS Group EUR/mln Risk Family Global Effect Scenario Forex Forex +1% Exchange rate against EUR -1% Exchange rate against EUR 0,34 -0,19 -1,05 1,05 -0,71 0,86 Forex +1% Forex Volatility 0,17 0,00 0,17 341 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies 2.4 Derivatives A. Financial derivatives In the following tables, a distinction is drawn between derivatives classified in the regulatory trading book and derivatives included in the banking book, in accordance with Bank of Italy regulations for Prudential Supervision. This differs from an IAS-based classification for financial statement purposes, which distinguishes between trading derivatives and hedge accounting derivatives. Regulatory Classification is fundamental in order to more accurately discern between instruments intended for trading and thus for generating absorption of capital for market risk - and those intended for other purposes which fall within the framework of credit risk absorption. For Banca Monte dei Paschi, the derivatives included in the Regulatory trading book correspond to those present in the regular trading book, with the exception of derivatives connected to instruments for which the fair value option has been adopted, which are instruments for hedging market risks on deposits valued at fair value and derivatives spun off from or operationally connected to other financial instruments in the banking book. Among these contracts, we must also mention the presence of credit derivatives (credit default swaps), classified in the regular trading book for financial statement purposes but which, from an operational standpoint, are intended to hedge a loan portfolio against insolvency risk and are therefore considered part of the banking book. As with other technical forms, OTC derivatives, including those traded with customers, are subject to collective assessment in terms of credit. This assessment is developed by categories of similar exposures in terms of credit risk. The relative percentages of loss are estimated taking into account time series (based on observable elements at the valuation date) which allow for the estimation of the expected loss value for each category. In particular, the risk parameters used in the overall valuation are Probability of Default (PD) and Loss Given Default (LGD). With regard to corporate and retail counterparties, internally estimated PD and LGD are used as provided for by Bank of Italy‘s circular letter 263/2006. The PD obtained from the external rating assigned by the rating agencies and the LGD of the Foundation method (45%) are used for other counterparties. 342 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.1 Regulatory trading book: end of period and interim notional amounts (in thousands of EUR) Total 31/12/2010 Underlying asset/Type of derivative 1. Debt securities and interest rate a) Options Total 31/12/2009 Over the Central Over the Central counter counterparties counter counterparties 257.416.844 191.830.701 348.331.322 152.265.702 86.858.924 40.827.781 90.711.478 144.511.401 163.824.794 145.066.912 257.522.297 - 6.733.126 - 454 - d) Futures - 5.936.008 - 7.754.301 e) Other - - 97.093 - 21.509.233 7.089.396 21.267.478 4.247.226 21.253.184 6.858.137 20.977.358 3.997.899 256.000 - 290.120 - 49 - - 2.615 d) Futures - 231.259 - 246.712 e) Other - - - - 12.614.202 - 29.596.108 - a) Options 2.567.169 - 12.993.849 - b) Swaps 1.638.457 - 1.688.485 - c) Forward 8.408.576 - 14.805.378 - d) Futures - - - - e) Other - - 108.396 - - - - - 398.499 175.674 320.810 277.218 Total 291.938.778 199.095.771 399.515.718 156.790.146 Average amounts 493.670.482 256.391.953 543.257.015 120.910.455 b) Swaps c) Forward 2. Equity securities and stock indices a) Options b) Swaps c) Forward 3. Exchange rates and gold 4. Commodities 5. Other underlying 343 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.2 Banking book: end of period and interim notional amounts A.2.1 Hedging derivatives (in tho usands o f EUR) Total 31 12 2010 Underlying asset/Type of derivative 1. Debt securities and interest rate Total 31 12 2009 Over the Central Over the Central counter counterparties counter counterparties 28.023.859 - 21.901.009 - 582.091 - 32.562 - 27.441.768 - 21.868.447 - c) Forward - - - - d) Futures - - - - e) Other - - - - - - - - a) Options - - - - b) Swaps - - - - c) Forward - - - - d) Futures - - - - e) Other - - - - 805.358 - 805.358 - a) Options - - - - b) Swaps - - - - c) Forward - - - - d) Futures - - - - 805.358 - 805.358 - 4. Commodities - - - - 5. Other underlying - - - - Total 28.829.217 - 22.706.367 - Average amounts 41.245.206 - 12.578.345 - a) Options b) Swaps 2. Equity securities and stock indices 3. Exchange rates and gold e) CCS 344 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.2.2 Other derivatives (in tho usands o f EUR) Total 31 12 2010 Underlying asset/Type of derivative 1. Debt securities and interest rate a) Options Total 31 12 2009 Over the Central Over the Central counter counterparties counter counterparties 5.593.453 - 10.994.885 - 170.000 - 251.645 - 5.423.453 - 10.705.113 - c) Forward - - - - d) Futures - - - - e) Other - - 38.127 - 594.371 - 575.660 - 568.337 - 575.660 - 26.034 - - - c) Forward - - - - d) Futures - - - - e) Other - - - - - - - - a) Options - - - - b) Swaps - - - - c) Forward - - - - d) Futures - - - - e) Other b) Swaps 2. Equity securities and stock indices a) Options b) Swaps 3. Exchange rates and gold - - - - 4. Commodities - - - - 5. Other underlying - - - - 6.187.824 - 11.570.545 - 39.553.166 - 33.583.137 - Total Average amounts 345 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.3 Financial derivatives: gross positive fair value - breakdown by products (in tho usands o f EUR) Positive Fair Value Total 31 12 2010 Portfolios/Types of derivatives A. Regulatory trading book Total 31 12 2009 Over the Central Over the Central counter counterparties counter counterparties 6.761.316 3.610.685 8.549.339 483.432 a) Options 1.123.802 135.757 1.071.911 187.565 b) Interest rate swaps 5.356.691 3.472.560 7.351.050 - c) Cross currency swaps 99.773 - 106.072 - d) Equity swaps 16.735 - 12.586 - 164.142 - 7.016 266.038 - 2.368 - 29.829 173 - 704 - 286.410 - 187.351 - 90 - 116 - 267.273 - 133.504 - 19.047 - 53.731 - d) Equity swaps - - - - e) Forward - - - - d) Futures - - - - g) Other - - - - 190.800 - 195.444 - 9.390 - 12.359 - 168.318 - 179.846 - - - - - 13.092 - - - e) Forward - - - - d) Futures - - - - g) Other - - 3.239 - 7.238.526 3.610.685 8.932.134 483.432 e) Forward d) Futures g) Other B. Banking book - Hedging a) Options b) Interest rate swaps c) Cross currency swaps C. Banking book - Other derivatives a) Options b) Interest rate swaps c) Cross currency swaps d) Equity swaps Total 346 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.4 Financial derivatives: gross negative fair value - breakdown by products (in tho usands o f EUR) Positive Fair Value Total 31 12 2010 Portfolios/Types of derivatives A. Regulatory trading book Total 31 12 2009 Over the Central Over the Central counter counterparties counter counterparties 6.524.897 3.334.938 8.467.750 475.273 a) Options 1.575.004 137.131 1.375.307 245.045 b) Interest rate swaps 4.565.108 3.195.066 6.946.936 - 109.726 - 81.271 - 60.455 - 57.277 - 214.505 - 6.959 210.505 - 2.741 - 19.723 99 - - - 1.517.036 - 724.786 - 3.205 - 2.305 - 1.443.432 - 642.693 - 70.399 - 79.788 - d) Equity swaps - - - - e) Forward - - - - d) Futures - - - - g) Other - - - - 150.918 - 126.444 - 7.706 - 8.643 - 143.212 - 117.801 - c) Cross currency swaps - - - - d) Equity swaps - - - - e) Forward - - - - d) Futures - - - - g) Other - - - - 8.192.851 3.334.938 9.318.980 475.273 c) Cross currency swaps d) Equity swaps e) Forward d) Futures g) Other B. Banking book - Hedging a) Options b) Interest rate swaps c) Cross currency swaps C. Banking book - Other derivatives a) Options b) Interest rate swaps Total 347 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.5 OTC financial derivatives: regulatory trading book - notional amounts, gross positive and negative fair value by counterparties - contracts not subject to netting agreements Other entities companies Non-financial Insurance companies companies Financial Banks entities Other public and netting agreements central banks Contracts not subject to Governments 3112 2010 (in tho usands o f EUR) 1. Debt securities and interest rate - notional value - 999.803 1.144.148 16.353.861 64.741 19.071.151 4.081.374 - positive fair value - 20.926 28.965 63.896 - 581.473 6.658 - negative fair value - 2.622 9.034 19.820 - 108.089 12.135 - future exposure - 10.880 3.598 54.541 323 142.568 56.145 indices - notional value - - 342.347 96.049 3.783.634 79.512 - - positive fair value - - 543 - 98 13.241 - - negative fair value - - 6.445 866 12.469 27.380 - - future exposure - - 27.480 7.680 277.207 4.778 - - notional value - - 5.811.880 388.289 - 2.718.739 22.974 - positive fair value - - 133.995 1.243 - 48.891 371 - negative fair value - - 175.897 8.484 - 48.656 336 - future exposure - - 65.998 3.845 - 37.568 228 - notional value - - - - - - - - positive fair value - - - - - - - - negative fair value - - - - - - - - future exposure - - - - - - - 2. Equity securities and stock 3. Exchange rates and gold 4. Other underlying 348 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.6 OTC financial derivatives: regulatory trading book - notional amounts, gross positive and negative fair value by counterparties - contracts subject to netting agreements Other entities companies Non-financial Insurance companies Financial companies Banks entities Other public netting agreements central banks Contracts subject to Governments and 3112 2010 (in tho usands o f EUR) 1. Debt securities and interest rate - notional value - - 198.723.904 15.841.818 1.609.967 - - - positive fair value - - 4.613.166 539.972 180.670 - - - negative fair value - - 4.510.750 744.032 3.688 - - - notional value - - 10.460.748 4.094.691 2.982.970 - - - positive fair value - - 229.973 96.936 25.671 - - - negative fair value - - 305.682 146.736 210.860 - - - notional value - - 3.262.623 423.285 - - - - positive fair value - - 166.552 4.475 - - - - negative fair value - - 161.762 7.666 - - - - notional value - - 149.583 97.263 - - - - positive fair value - - 3.011 591 - - - - negative fair value - - 10.922 453 - - - 2. Equity securities and stock indices 3. Exchange rates and gold 4. Other underlying 349 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.7 OTC financial derivatives: banking book - notional amounts, gross positive and negative fair value by counterparties - contracts not subject to netting agreements Other entities companies Non-financial Insurance companies companies Financial Banks entities Other public and netting agreements central banks Contracts not subject to Governments 3112 2010 (in tho usands o f EUR) 1. Debt securities and interest rate - notional value - - 268.996 - 2.677 - - - positive fair value - - 11.977 - - - - - negative fair value - - 5.935 - 826 - - - future exposure - - 842 - 40 - - indices - notional value - - - - 96.274 - - - positive fair value - - - - - - - - negative fair value - - - - - - - - future exposure - - - - 9.627 - - - notional value - - - - - - - - positive fair value - - - - - - - - negative fair value - - - - - - - - future exposure - - - - - - - - notional value - - - - - - - - positive fair value - - - - - - - - negative fair value - - - - - - - - future exposure - - - - - - - 2. Equity securities and stock 3. Exchange rates and gold 4. Other underlying 350 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.8 OTC financial derivatives: banking book - notional amounts, gross positive and negative fair value by counterparties - contracts subject to netting agreements Other entities companies Non-financial Insurance companies companies Financial Banks entities Other public and central banks Contracts subject to netting agreements Governments 3112 2010 (in tho usands o f EUR) 1) Debt securities and interest rate - notional amount - - 28.886.917 5.734.755 - - - - positive fair value - - 438.613 3.682 - - - - negative fair value - - 1.142.567 434.428 - - - - notional amount - - 472.064 - - - - - positive fair value - - 3.890 - - - - - negative fair value - - 3.912 - - - - - notional amount - - 805.358 - - - - - positive fair value - - 19.047 - - - - - negative fair value - - 70.399 - - - - - notional amount - - - - - - - - positive fair value - - - - - - - - negative fair value - - - - - - - 2) Equity securities and stock indices 3) Exchange rates and gold 4) Other amounts 351 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies A.9 OTC financial derivatives - residual life: notional amounts (in tho usands o f EUR) Underlying asset/residual life A. Regulatory trading book Up to 1 to 5 Over 5 1 year years years Total 85.464.821 126.375.788 80.764.745 292.605.354 68.056.655 112.261.600 78.185.131 258.503.386 A.2 Financial derivatives on equity securities and stock indices 7.394.407 12.587.477 2.042.287 22.024.171 A.3 Financial derivatives on exchange rates and gold 9.893.604 1.520.288 537.327 11.951.219 120.155 6.423 - 126.578 9.599.838 10.397.021 16.270.182 36.267.041 8.794.480 10.397.021 15.701.844 34.893.345 - - 568.338 568.338 805.358 - - 805.358 - - - - Total 31 12 2010 95.064.659 136.772.809 97.034.927 328.872.395 Total 31 12 2009 118.511.799 204.990.645 110.272.687 433.775.131 A.1 Financial derivatives on debt securities and interest rates A.4 Financial derivatives on other underlying assets B. Banking book B.1 Financial derivatives on debt securities and interest rates B.2 Financial derivatives on equity securities and stock indices B.3 Financial derivatives on exchange rates and gold B.4 Financial derivatives on other underlying assets The table shows the residual life of financial derivatives determined on the basis of their contractual maturity. A.10 OTC financial derivatives: counterparty risk/financial risk - internal models As at today, EPE models are not used for either internal operational or reporting purposes. A.11 OTC derivatives traded with customers for hedging purposes The Montepaschi Group‘s trading in OTC derivatives is exclusively intended to meet customers' hedging needs and is targeted at the Group's corporate customers classified as Retail clients or Professional/Qualified investors under the MiFID directive. Trading operations involving Public Institutions and Local Institutions are currently on hold, pending completion of the regulatory framework of reference. In addition to being included in the afore-mentioned categories, target customers must qualify as having the required qualitative and quantitative standing in terms of business carried out, corporate structure, assets and creditworthiness. The catalogue of OTC products on offer has recently been subject to an overall review, which was completed in December, and includes, as at today, a range of approximately 100 products and strategies. These products may be broken down into two main classes: new hedges debt-rescheduling hedges. Each class is in turn subdivided into three sub-classes depending on the type of underlying assets: interest rate hedges foreign exchange hedges commodity hedges Each sub-class is then broken down into different types. Among these products, the Parent Company's Risk Management function has identified a set of products classifiable as "plain vanilla" on account of their basic structure, sensitivity to one risk factor and easy understandability. "Plain vanilla" products have been identified as the only type eligible for inclusion in the offer for Retail customers. 352 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies The residual class of Non Plain Vanilla products generally includes mixed, structured strategies showing more or less complex exotic features (e.g. digital payment profiles, barriers, etc.) or resulting from the combination of multiple basic financial components. This class of products is for Professional/Qualified investors. Group trading in OTC derivatives is regulated according to the following main guidelines: - trading in derivatives by customers is conditional upon ascertaining and monitoring that they are only used for hedging purposes. Three types of hedging relationships are possible: micro-hedges, i.e. hedging of individual, well-defined items in the customer's assets and/or liabilities held with the Group or other intermediaries; macro-hedges, i.e. hedging of a portfolio of assets and/or liabilities, or a part of it, held with the Group or other intermediaries; forward transaction hedges, i.e. by way of example, hedging through OTC derivatives in which the underlying is an exchange rate against future settlement of specific business transactions; - customer trading shall not in any case have a leverage effect on hedged positions; - trading must occur in compliance with the requirement of appropriateness (to ensure the highest level of customer protection) and adequate financial advice; - trading under the appropriateness regime is only allowed as a marginal option for participation in tenders, for a subset of Corporate clients with proven high level of financial culture and for Financial Institutions. The execution of transactions qualifying as inappropriate is in any case prevented. Trading in OTC derivatives involves, first of all, the assumption of market risk by the Group, defined as exposure in terms of potential loss that may be recorded on positions held subsequent to unfavourable variations in specific market parameters (ie. risk factors). The main risk factors this type of trading is subject to include: interest rate, foreign exchange, market index, commodities and related volatility and correlations. At the same time, the Bank also takes on the risk that the counterparty of a derivative-based transaction is in default prior to settlement (counterparty risk). Trading in derivatives with customers involves the centralisation of the product factory and market risk monitoring in MPS Capital Services, whereas the allocation, management and monitoring of counterparty risk with customers lie with the Group‘s Retail Banks. The estimation of Counterparty Risk on Over the Counter (OTC) derivatives with customers is based on fair value determination. OTC derivatives are comprised in level 2 of the Fair Value Hierarchy on the basis of which fair value is calculated through proprietary valuation methods and assessment models fed with parameters available on the market. The models used are discussed among the Operating Units and specialised Risk Management and Quantitative Analysis functions and submitted for validation to the Financial instruments Inter-functional Technical Body chaired by the Parent Company's Risk Management function. These models are subject to periodic review so as to guarantee constant alignment between the model approach adopted and prevailing domestic and international best practices. Furthermore, the pricing models for OTC derivatives with customers are consistent with the methodological criteria used by the MPS Group for the valuation of its own positions. Montepaschi Group customers holding positions in OTC derivatives numbered almost 7,900 as at 31 December 2010. The following table reports the fair value of positions in OTC derivatives for the Montepaschi Group, by type of products ("Plain Vanilla" / "Non Plain Vanilla"). g OTC Derivatives with customers: hedging operations Montepaschi Group - EUR/mln of 31.12.2010 Product Net Fair Value Plain Vanilla Not Plain Vanilla 313,73 431,62 -117,89 192,60 217,64 -25,04 Total 506,33 649,26 -142,93 353 Positive Fair Value of which Negative Fair Value Notes to the consolidated financial statements - Part E – Risks and Hedging Policies B. Credit derivatives B1. Credit derivatives: end of period and interim notional amounts (in tho usands o f EUR) Regulatory trading book Transaction categories Banking book with multiple with one counterparties counterparty (basket) with multiple with one counterparties counterparty (basket) 1. Purchases of protection - - - - a) Credit default products 9.413.193 18.860.707 249.823 - b) Credit spread products - - - - c) Total rate of return swap - - - - d) Altri - - - - Total 31 12 2010 9.413.193 18.860.707 249.823 - Average amounts 31 12 2010 19.455.592 2.075.024 120.760 - Total 31 12 2009 3.988.944 2. Sales of protection 9.509.001 347.610 - - - - - a) Credit default products 9.721.948 18.622.561 833 - b) Credit spread products - - - - c) Total rate of return swap - - - - d) Altri - - - - Total 31 12 2010 9.721.948 18.622.561 833 - Average amounts 31/12/2010 19.084.752 1.976.604 41.781 583.219 Total 31 12 2009 4.068.510 9.115.165 - - B2. OTC credit derivatives: gross positive fair value - breakdown by products (in tho usands o f EUR) Positive Fair Value Portfolios/Types of derivatives A. Regulatory trading book Total Total 31/12/2010 31/12/2009 1.085.569 396.062 a) Credit default products 1.085.569 396.062 b) Credit spread products - - c) Total rate of return swap - - d) Other - - 8.771 6.274 a) Credit default products 8.771 6.274 b) Credit spread products - - c) Total rate of return swap - - d) Other - - 1.094.340 402.336 B. Banking book Total 354 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies B3. OTC credit derivatives: gross negative fair value - breakdown by products (in tho usands o f EUR) Negative Fair Value Portfolios/Types of derivatives A. Regulatory trading book Total Total 31/12/2010 31/12/2009 1.174.105 508.715 a) Credit default products 1.106.091 426.951 b) Credit spread products - - c) Total rate of return swap - - 68.014 81.764 1.674 6.376 a) Credit default products 1.674 6.376 b) Credit spread products - - c) Total rate of return swap - - d) Other - - 1.175.779 515.091 d) Other B. Banking book Total B.4 OTC credit derivatives: gross (positive and negative) fair value / counterparty risk - contracts not subject to netting agreements Other entities companies Non-financial Insurance companies Financial companies Banks entities Other public netting agreements central banks Contracts not subject to Governments and 3112 2010 (in tho usands o f EUR) Regulatory trading 1) Purchases of protection - notional amount - - - - - - - - positive fair value - - - - - - - - negative fair value - - - - - - - - future exposure - - - - - - - - notional amount - - - - - - 500.000 - positive fair value - - - - - - - - negative fair value - - - - - - 26.900 - future exposure - - - - - - 7.500 - notional amount - - - - - - - - positive fair value - - - - - - - - negative fair value - - - - - - - - notional amount - - - - - - - - positive fair value - - - - - - - - negative fair value - - - - - - - 2) Sales of protection Banking book 1) Purchases of protection 2) Sales of protection 355 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies B.5 OTC credit derivatives: gross (positive and negative) fair value / counterparty risk - contracts subject to netting agreements Other entities companies Non-financial companies Insurance companies Financial Banks entities Other public netting agreements central banks Contracts not subject to Governments and 3112 2010 (in tho usands o f EUR) Regulatory trading 1) Purchases of protection - notional amount - - 22.598.922 5.101.514 573.465 - - - fair value positivo - - 626.067 178.128 74.273 - - - fair value negativo - - 172.386 47.981 - - - - notional amount - - 21.558.420 5.712.624 573.465 - - - fair value positivo - - 162.112 44.989 - - - - fair value negativo - - 658.582 191.453 76.804 - - - notional amount - - 238.596 11.225 - - - - fair value positivo - - 8.771 - - - - - fair value negativo - - 1.238 435 - - - 2) Sales of protection - - - - - - - - notional amount - - - - - - - - fair value positivo - - - - - - - - fair value negativo - - - - - - - 2) Sales of protection Banking book 1) Purchases of protection 356 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies B6. Credit derivatives - residual life: notional amounts (in tho usands o f EUR) Underlying asset/residual life A. Regulatory trading book 1 to 5 Over 5 years years Total 3.159.545 46.000.449 7.458.415 56.618.409 2.196.827 35.599.100 6.527.657 44.323.584 962.718 10.401.349 930.758 12.294.825 12.000 165.577 72.245 249.822 12.000 96.400 72.245 180.645 - 69.177 - 69.177 Total 31 12 2010 3.171.545 46.166.026 7.530.660 56.868.231 Total 31 12 2009 893.118 22.430.711 3.705.401 27.029.230 A.1 Credit derivatives with qualified reference obligation A.2 Credit derivatives with non-qualified reference obligation B. Up to 1 year Banking book B.1 Credit derivatives with qualified reference obligation B.2 Credit derivatives with non-qualified reference obligation B.7 Credit derivatives: counterparty risk/financial risk - internal models As at today, EPE models are not used for either internal operational or reporting purposes. 357 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies C. Financial and credit derivatives C.1 OTC financial and credit derivatives: net fair value and future exposure - counterparty risk 31/12/10 Other entities companies Non-financial Insurance companies Financial companies Banks Other public entities central banks Governments and (in tho usands o f EUR) 1) Financial derivatives, bilateral agreements - fair value positivo - - - - - - - - fair value negativo - - - - - - - - future exposure - - - - - - - - net counterparty risk - - - - - - - - fair value positivo - - - - - - - - fair value negativo - - - - - - - - future exposure - - - - - - - - net counterparty risk - - - - - - - - fair value positivo - - 841.089 8.870 - - - - fair value negativo - - 1.608.084 713.280 10.739 - - - future exposure - - 2.199.729 453.613 138.301 - - - net counterparty risk - - 2.639.266 453.130 138.301 - - 2) Credit derivatives, bilateral agreements 3) "Cross product" agreements 358 Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Section 3 - Liquidity Risk Qualitative Information A Liquidity risk: general information, operational procedures and measurement methods The Group adopts a liquidity risk governance and management system which, in accordance with the provisions of the Supervisory Authority, pursues the following objectives: ensure the solvency of the Group and all its subsidiaries, both under the normal course of business, as well as in crisis conditions; optimise the cost of funding in relation to current and future market conditions; adopt and maintain risk mitigation instruments. Within the above system, the following responsibilities are centralised in the Parent Bank: definition of Group policies for liquidity management and liquidity risk control; coordination of Group policies' implementation by the companies included in the scope; governance of the Group‘s short-, mid- and long-term liquidity position, both overall and at individual company level, through centralised operational management; short- and long-term governance and management of liquidity risk, guaranteeing, as ultimate lender for all subsidiaries, the solvency of the latter. In its governance function, the Parent Bank therefore defines criteria, policies, responsibilities, processes, limits and instruments for managing liquidity risk, both under the normal course of business, as well as in liquidity stress and/or crisis conditions, formalising the Group‘s Liquidity Policy and Liquidity Contingency Plan. The Group Companies included in the scope of application, to the extent that they exhibit a liquidity risk deemed significant, are responsible for abiding by the liquidity policies and limits defined by the Parent Bank and the capital requirements set by the relevant Supervisory Authorities. The overall structural liquidity profile is monitored by quantifying the mismatches of cash flows coming due, by maturity date. Items of an optional nature have representative models consistent with those used for interest rate risk. The planning of the funding policy Group-wide (funding plan) is coordinated and steered by the Treasury and Capital Management Area (in cooperation with the Planning Area), which: submits the plan of the initiatives to be taken in the financial markets to the Finance Committee for approval, with a view to achieving the objectives set by the business plan and in accordance with capital management requirements; coordinates access to domestic and International long- and short-term capital markets for all the banks belonging to the Group, as well as access to the European Central Bank re-financing transactions and centralised management of statutory reserves; makes projections on future liquidity on the basis of different market scenarios. . 359 360 178.267 - - sho rt po sitio ns 412 - sho rt po sitio ns C.5 Financial guarantees given 640.897 6.463.952 - lo ng po sitio ns C.4 Irrevo cable co mmitments to disburse funds 400.460 - lo ng po sitio ns C.3 Depo sits and bo rro wings to be received 262.399 - 5.088 1.645 - - 57.377 65.847 1.064.745 134.505 - sho rt po sitio ns 678.618 9.283.191 292.285 536.777 26.129 562.906 10.138.382 2.362.220 1.059.607 3.421.827 - 72.007 792.134 4.285.968 1 to 7 da ys 141.246 - lo ng po sitio ns C.2 Financial derivatives witho ut exchange o f principal - sho rt po sitio ns - lo ng po sitio ns C.1 Financial derivatives with exchange o f principal O f f - ba la nc e - s he e t t ra ns a c t io ns 175.612 9.673.876 B .3 Other liabilities 64.452.559 B .2 Debt securities - Custo mers 3.364.056 67.816.615 B .1 Depo sits and current acco unts - B anks 77.666.103 B a la nc e - s he e t lia bilit ie s 25.992.226 4.630.187 - Custo mers - B anks 1.083.268 30.622.413 A .4 Lo ans A .3 Units in UCITS 576.194 3 A .2 Other debt securities 32.281.878 B a la nc e - s he e t a s s e t s O n de m a nd A .1 Go vernment securities A c c o unt / M a t urit y 2 - 4.420 305 305 77.251 77.501 - - 8.708.349 286.127 658.198 246.050 904.248 9.898.724 2.220.478 542.629 2.763.107 - 96.297 718.887 3.578.291 7 to 15 da ys 9 200.000 216.949 400.460 - 141.546 237.063 66.144 130.577 10.377.570 308.339 1.022.118 193.683 1.215.801 11.901.710 5.632.893 2.234.338 7.867.231 - 197.189 1.414.736 9.479.156 15 da ys t o 1 m o nt h 28 217.500 309.787 - - 878.040 942.530 187.592 31.933 16.503.829 2.497.018 440.165 416.269 856.434 19.857.281 9.233.169 449.827 9.682.996 - 838.615 2.206.067 12.727.678 1 to 3 m o nt hs 413 534.555 739.361 - - 1.033.829 1.102.302 388.146 793.966 5.127.810 4.916.826 13.503 9.817 23.320 10.067.956 12.048.161 875.944 12.924.105 - 573.358 684.461 14.181.924 3 to 6 m o nt hs 75 506.082 770.471 - - 2.181.322 2.159.463 331.587 218.346 1.038.174 4.832.046 180.794 64.011 244.805 6.115.025 9.749.398 800.299 10.549.697 - 726.001 608.961 11.884.659 6 m o nt hs t o 1 ye a r 1.417 18.051.115 18.631.383 - - 6.933.571 7.128.871 1.299.719 1.289.669 278.679 37.943.810 119.983 430.518 550.501 38.772.990 34.167.444 119.857 34.287.301 3.274 3.049.831 7.865.625 45.206.031 1 to 5 ye a rs 1. Time breakdown by contractual residual maturity of financial assets and liabilities – currency denomination EUR Quantitative information 1.121 2.937.629 7.601.006 - - 4.543.326 5.415.874 1.096.528 367.080 753.192 7.230.166 151.229 540.065 691.294 8.674.652 52.807.003 12.317 52.819.320 14.442 2.821.663 10.059.066 65.714.491 o v e r 5 ye a rs 31/12/2010 58.010 82.728 478.901 - - - - - - - - - - 1.115.587 - - - 1.115.587 760.458 12.609 773.067 - 8.682 - 781.749 Uns pe c if ie d m a t urit y (in tho usands o f EUR) Notes to the consolidated financial statements - Part E – Risks and Hedging Policies 361 3.521 - - sho rt po sitio ns - 919.217 - sho rt po sitio ns C.5 Financial guarantees given 477.799 - lo ng po sitio ns C.4 Irrevo cable co mmitments to disburse funds 23.200 - lo ng po sitio ns C.3 Depo sits and bo rro wings to be received 80.402 - - 304 - - 393.046 760.866 1.349.656 42.872 - sho rt po sitio ns 1.350.213 42.872 - lo ng po sitio ns C.2 Financial derivatives witho ut exchange o f principal - sho rt po sitio ns - lo ng po sitio ns - - 279 2.456 2.456 66.477 225.463 104.372 100.778 - - 4.510 14.968 - 107.723 10.481 1.332.320 1.501.080 - 22.452 158.498 67 67 358.356 248.395 2.928.912 3.066.199 142.294 208.329 56.663 1.258.196 1.314.859 1.665.482 487.725 30.903 518.628 - 144.701 750 664.079 1 to 3 m o nt hs - - 75.679 8.232 - 189.928 333.804 403.313 395.527 42.217 38.019 22.865 603.567 626.432 706.668 100.761 38.676 139.437 - 20.180 - 159.617 3 to 6 m o nt hs - 310.582 416.940 166 166 385.270 264.892 340.027 350.199 116.349 7.132 8.912 11.703 20.615 144.096 86.372 38.228 124.600 - 114.320 - 238.920 6 m o nt hs t o 1 ye a r - 4.825.039 4.853.696 - - 255.465 217.370 476.293 493.410 13.561 71.488 2.531 - 2.531 87.580 278.446 108.651 387.097 - 212.264 - 599.361 1 to 5 ye a rs - 939.555 1.029.140 - - 110.514 79.703 - 35 335 - 1.856 891 2.747 3.082 150.885 - 150.885 - 530.993 101.816 783.694 o v e r 5 ye a rs - - - - - - 6 - 6 - 221 - 227 Uns pe c if ie d m a t urit y 501 121 121 - - - - - - - 7.271 7.271 - 1.027 47.133 39.343 423.215 462.558 510.718 145.126 27.507 172.633 - 166 - 172.799 15 da ys t o 1 m o nt h - 102 18.710 5.126 261.563 266.689 285.501 31.382 6.571 37.953 - 1.134 757 39.844 7 to 15 da ys O f f - ba la nc e - s he e t t ra ns a c t io ns 34 205.045 63.258 235.895 299.153 504.232 103.667 4.677 108.344 - 50 2 108.396 1 to 7 da ys (in tho usands o f EUR) 31/12/2010 C.1 Financial derivatives with exchange o f principal 31.328 B .3 Other liabilities 626.847 44.161 B .2 Debt securities - Custo mers - B anks 671.008 - Custo mers B .1 Depo sits and current acco unts 159.150 273.007 - B anks 702.336 432.157 A .4 Lo ans B a la nc e - s he e t lia bilit ie s 265.777 A .3 Units in UCITS 359 - A .2 Other debt securities 698.293 B a la nc e - s he e t a s s e t s O n de m a nd A .1 Go vernment securities A c c o unt / M a t urit y 1. Time breakdown by contractual residual maturity of financial assets and liabilities – currency denomination USD Notes to the consolidated financial statements - Part E – Risks and Hedging Policies - A .2 Other debt securities 362 - - - sho rt po sitio ns - 5.397 - sho rt po sitio ns C.5 Financial guarantees given 4.966 - lo ng po sitio ns C.4 Irrevo cable co mmitments to disburse funds 5.816 - lo ng po sitio ns C.3 Depo sits and bo rro wings to be received - - - - - - 290.448 422.331 323.410 17 - sho rt po sitio ns 323.278 17 - lo ng po sitio ns C.2 Financial derivatives witho ut exchange o f principal - sho rt po sitio ns - lo ng po sitio ns - - - 5.816 - - - 6.758 6.757 - - 13 - - 6 280 367.484 341.112 - 153.355 - - 16 - - 615.379 52.384 124.625 123.332 - - 2.370 - 2.370 2.370 2.588 - 2.588 - 53 - 2.641 1 to 3 m o nt hs - - - - - 165 110 22.582 35.800 - - 304 - 304 304 833 - 833 - 476 - 1.309 3 to 6 m o nt hs - - 325 - - 543 474.777 317.920 318.013 - 18.588 5.013 - 5.013 23.601 797 - 797 - 37.373 - 38.170 6 m o nt hs t o 1 ye a r - - 47 - - 802 324 76.515 68.405 31 - - - - 31 4.610 7.121 11.731 - 28.034 - 39.765 1 to 5 ye a rs - - 29 - - 385 - 8 - 20 231.007 56 - 56 231.083 732 - 732 - 38.229 - 38.961 o v e r 5 ye a rs - - - - - - - - - - - - - Uns pe c if ie d m a t urit y - - - - - - - - - - - - - - 34.644 503 34.853 35.356 188.711 5.441 - 5.441 - 16 - 5.457 15 da ys t o 1 m o nt h - - 58.089 - - - 34.644 8.588 - 8.588 - - - 8.588 7 to 15 da ys O f f - ba la nc e - s he e t t ra ns a c t io ns - 74 168.720 168.794 226.883 2.606 - 2.606 - - - 2.606 1 to 7 da ys 31/12/2010 C.1 Financial derivatives with exchange o f principal - B .3 Other liabilities 52.117 B .2 Debt securities - Custo mers 2.540 54.657 - B anks B .1 Depo sits and current acco unts 2.869 - Custo mers 54.657 13.029 - B anks B a la nc e - s he e t lia bilit ie s 15.898 A .4 Lo ans 5.913 - A .3 Units in UCITS 21.811 B a la nc e - s he e t a s s e t s O n de m a nd A .1 Go vernment securities A c c o unt / M a t urit y (in tho usands o f EUR) 1. Time breakdown by contractual residual maturity of financial assets and liabilities – currency denomination Pound sterling Notes to the consolidated financial statements - Part E – Risks and Hedging Policies - A .2 Other debt securities 363 - - sho rt po sitio ns - - sho rt po sitio ns C.5 Financial guarantees given 942 2.350 - lo ng po sitio ns C.4 Irrevo cable co mmitments to disburse funds - - lo ng po sitio ns C.3 Depo sits and bo rro wings to be received 75.922 - - - - - 117.961 490 22.637 73.631 - sho rt po sitio ns 22.697 73.631 - lo ng po sitio ns C.2 Financial derivatives witho ut exchange o f principal - sho rt po sitio ns - lo ng po sitio ns - - 844 - - 639 2 2.306 14.399 - - - - - 89.452 120 3.599 3.598 - - 9 - - 135.860 463.149 354.827 400.808 - - - 202.485 202.485 202.485 30.716 916 31.632 - 18.376 - 50.008 1 to 3 m o nt hs - - 428 - - 228.323 13.178 53.917 62.022 - - - 92.038 92.038 92.038 20.440 - 20.440 - 3 - 20.443 3 to 6 m o nt hs - - 127 - - 194.493 6.843 120.712 296.996 - - - - - - 1.596 - 1.596 - - - 1.596 6 m o nt hs t o 1 ye a r - - - - - 6.807 6.524 231.042 147.031 - - - - - - 13.347 - 13.347 - 26.940 - 40.287 1 to 5 ye a rs - - - - - - - - - - - - - - - - - - - 19.717 - 19.717 o v e r 5 ye a rs - - - - - - 3 - 3 - - - 3 Uns pe c if ie d m a t urit y - - - - - - - - - - - - - - - - - - - 9.422 - 9.422 - - - 9.422 15 da ys t o 1 m o nt h - - - - - - - 15.634 - 15.634 - - - 15.634 7 to 15 da ys O f f - ba la nc e - s he e t t ra ns a c t io ns - - - 778 778 778 2.410 2.213 4.623 - - - 4.623 1 to 7 da ys (in tho usands o f EUR) 31/12/2010 C.1 Financial derivatives with exchange o f principal 11.813 B .3 Other liabilities 4.355 B .2 Debt securities - Custo mers 77 4.432 - B anks B .1 Depo sits and current acco unts 14.325 - Custo mers 16.245 12.842 - B anks B a la nc e - s he e t lia bilit ie s 27.167 A .4 Lo ans 1.019 - A .3 Units in UCITS 28.186 B a la nc e - s he e t a s s e t s O n de m a nd A .1 Go vernment securities A c c o unt / M a t urit y 1. Time breakdown by contractual residual maturity of financial assets and liabilities – currency denomination Yen Notes to the consolidated financial statements - Part E – Risks and Hedging Policies - A .2 Other debt securities 364 - - - sho rt po sitio ns - 86.914 - sho rt po sitio ns C.5 Financial guarantees given 41.053 - lo ng po sitio ns C.4 Irrevo cable co mmitments to disburse funds - - lo ng po sitio ns C.3 Depo sits and bo rro wings to be received 733 - - 6 - - 496.813 100.941 139.180 - - sho rt po sitio ns 139.832 - - lo ng po sitio ns C.2 Financial derivatives witho ut exchange o f principal - sho rt po sitio ns - lo ng po sitio ns - - - - - 230.473 76.127 94.845 97.711 - - 973 - - 45 189.171 137.140 152.314 - 59.962 - - 197 - - 268.942 634.184 605.128 638.568 - - 2.500 - 2.500 2.500 19.849 2.089 21.938 - 5.233 - 27.171 1 to 3 m o nt hs - - 3.618 - - 323.675 384.631 10.019 12.943 - - 22 - 22 22 27.872 938 28.810 - 364 - 29.174 3 to 6 m o nt hs - - 40.463 - - 317.579 120.782 49.449 55.261 - - 2.464 - 2.464 2.464 134 571 705 - - - 705 6 m o nt hs t o 1 ye a r - - 603 - - 10.766 11.450 48.757 55.181 - - 403 - 403 403 33.079 - 33.079 - - - 33.079 1 to 5 ye a rs - - - - - 9.766 9.392 7.559 7.581 - - - 960 960 960 16.982 - 16.982 - - 7 16.989 o v e r 5 ye a rs - - - - - - 10 - 10 - - - 10 Uns pe c if ie d m a t urit y 556 - - - - - - - - - 27 27 - - - 3.735 - 3.735 63.697 21.518 985 22.503 - 452 - 22.955 15 da ys t o 1 m o nt h - - - 37.128 15.995 53.123 53.123 1.335 4.962 6.297 - - - 6.297 7 to 15 da ys O f f - ba la nc e - s he e t t ra ns a c t io ns - 11.123 46.182 57.305 57.305 6.583 7.250 13.833 - 665 - 14.498 1 to 7 da ys (in tho usands o f EUR) 31/12/2010 C.1 Financial derivatives with exchange o f principal - B .3 Other liabilities 41.131 B .2 Debt securities - Custo mers 2.286 43.417 B .1 Depo sits and current acco unts - B anks 43.417 B a la nc e - s he e t lia bilit ie s 9.382 25.094 - B anks - Custo mers 34.476 A .4 Lo ans 2.123 - A .3 Units in UCITS 36.599 B a la nc e - s he e t a s s e t s O n de m a nd A .1 Go vernment securities A c c o unt / M a t urit y Time breakdown by contractual residual maturity of financial assets and liabilities – currency denomination Other Notes to the consolidated financial statements - Part E – Risks and Hedging Policies Consolidated Notes to Financial Statements - Part E – Risks and Hedging Policies 2. Self-securitisations The securitisation transactions whereby the Group underwrites securities issued by vehicle companies (selfsecuritisations) were not shown in the tables of Part E of the Consolidated Notes to the Financial Statements, section C "Asset securitisation and disposal transactions", pursuant to the provisions of Circ. 262 of the Bank of Italy. Securitisation transactions of performing assets were structured with the aim of improving liquidity risk management and were centred around optimising credit portfolio management, diversifying lending sources, reducing related costs and matching maturities of assets and liabilities. Although the Group's direct and full underwriting of the notes issued by the vehicle did not generate any direct cash flows from the market, it still provided the Group with securities that could be used for ECB refinancing and repo transactions, thereby improving the Group's safety margin and liquidity risk position. In fact, securities that can be allocated with an AAA rating represent the Group‘s main core for covering short-term obligations using instruments that can be readily liquidated. These sale transactions had no economic impact on the financial statements: loans continue to be reported under Account 70 ―Loans and advances to customers‖ on the assets side, while notes underwritten are not reported. This category includes four self-securitisations of mortgage loans put in place in December 2007, (Siena Mortgages 07-5), March 2008 (Siena Mortgages 07-5 2nd tranche), February and June 2009 (Siena Mortgages 09-6 and Siena Mortgages 09-6 2nd tranche). n line with the same objective of improving the Group's liquidity position, consumer loans originated by the subsidiary Consum.it were self-securitised in August 2010 (the Consum.it Securitisation). Siena Mortgages 07-5, 1st tranche On 21 December 2007 the Parent Bank finalised a securitisation of performing loans consisting in a portfolio of 57,968 residential mortgages for a total of EUR 5,162 mln, of which a balance of EUR 3,453.5 mln outstanding as at 31/12/2010. The Siena Mortgages 07-5 S.p.a. special-purpose vehicle is 93% owned by Stichting Giglio S.p.A. and 7% owned by the Parent Bank. This structure makes it possible to ensure the vehicle‘s independence. Residential mortgage-backed floating-rate securities (RMBS) were issued to fund the acquisition in the following tranches: Class A notes (rating AAA), for an amount of EUR 4,765.9 mln, of which EUR 1,764.7 mln redeemed; Class B notes (rating A), for an amount of EUR 157.4 mln; Class C notes (rating BBB), for an amount of EUR 239 mln; Class D notes (not rated), for an amount of EUR 124 mln; A cash reserve was set up for an amount of EUR 123.9 mln, corresponding to the issuance of class D junior notes, which was posted to Account 70 "Loans and advances to customers" in the consolidated financial statements. Siena Mortgages 07-5, 2nd tranche On 31 March 2008, the Parent Bank finalised the securitisation of performing loans consisting of a portfolio of 41,888 residential mortgages for a total of € 3,461 mln and a residual life of about 20 years in the context of diversifying and enhancing available funding and capital management instruments. In geographic terms, 46% of the mortgages are concentrated in central Italy, while northern and southern Italy each make up 27% of the total. As at 31/12/2010, loans were outstanding for a balance of EUR 2,422 mln. For these loans, the existing special-purpose vehicle, Siena Mortgages 07-5 S.p.A. was used; it had already been used for the securitisation of performing residential mortgages which was completed in December 2007. Residential mortgage-backed floating-rate securities (RMBS) were issued to fund the acquisition in the following tranches: Class A notes (rating AAA), for an amount of EUR 3,129.4 mln, of which EUR 2,095 mln outstanding; Class B notes (rating A), for an amount of EUR 108.3 mln; Class C notes (rating BBB), for an amount of EUR 178.3 mln; Class D notes (not rated), for an amount of EUR 82 mln; 365 Consolidated Notes to Financial Statements - Part E – Risks and Hedging Policies A cash reserve was set up for an amount of EUR 82 mln, corresponding to the issuance of class D junior notes, which was posted to Account 70 "Loans and advances to customers" in the consolidated financial statements. Siena Mortgages 09-6, 2nd tranche In order to increase available eligible assets, in 2009 the Group completed two securitisation transactions through the special-purpose vehicle Siena Mortgages 09-6 S.r.l The special-purpose vehicle Siena Mortgages 09–6 S.r.l. is 93% owned by Stichting Giglio, a foundation under Dutch law, and the remaining 7% is owned by the Parent Bank. This structure makes it possible to ensure the vehicle‘s independence. The first tranche was finalised on 20 February 2009 through the sale of a portfolio of performing mortgages in real estate and building for a total of EUR 4.400 mln, of which a balance of EUR 3,681 mln outstanding as at 31/12/2010. Residential mortgage-backed floating-rate securities (RMBS) were issued to fund the acquisition in the following tranches: Class A1 notes (rating AAA), for an amount of EUR 3,851.3 mln, of which EUR 786.7 mln redeemed; Class B notes (rating A), for an amount of EUR 403.7 mln; Class C notes (rating BBB-), for an amount of EUR 181.4 mln; Class D notes (not rated), for an amount of EUR 106.7 mln; The first tranche was followed by an additional securitisation, Siena Mortgages 09-6 S.r.l., on 26 June 2009. The second tranche amounted to EUR 4,101 mln, of which 2,788.8 mln outstanding as at 31.12.10. The portfolio consisted of 44,148 performing mortgages of the Parent Bank (including positions from the former branches of Banca Agricola Mantovana S.p.A., Banca Antonveneta S.p.A. and Banca Toscana S.p.A., which have now been merged), again in the real estate and building areas, with all instalments regularly paid as at the date of valuation of the portfolio sold (broken down as follows: 14,755 mixed-rate, 13,791 floating rate and 15,602 fixed rate loans. To fund the acquisition, the special purpose vehicle (Siena Mortgages 09 – 6 S.r.l.) issued residential mortgagebacked floating-rate securities (RMBS) in the following classes: Class A1 notes (rating AAA), for an amount of EUR 3,466 mln; Class B notes (rating A), for an amount of EUR 447.1 mln; Class C notes (rating BBB-), for an amount of EUR 188.6 mln; Class D notes (not rated), for an amount of EUR 103.5 mln; 366 Consolidated Notes to Financial Statements - Part E – Risks and Hedging Policies Consum.it Securitisation The Consum.it Securitisation was finalised on 6 July 2010 through the sale of a portfolio of 341,309 performing consumer loans originated by Consum.it S.p.a., with all instalments regularly paid as at the date of valuation of the portfolio sold for an amount of approximately EUR 3,000 mln. MPS Asset Securitation S.p.a., later named "Consum.it Securitisation S.r.l" was used as the transferee of the transaction-underlying assets. The vehicle is 90% owned by Stichting Giglio S.p.A. and 10% owned by the Parent Bank. This structure makes it possible to ensure the vehicle‘s independence. On 30 June 2010, ―Consum.it Securitisation S.r.l.‖ financed purchasing of the portfolio by issuing Asset-Backed Fixed-Rate Securities in the following tranches: Class A notes (rated "Aaa" by Moody's and "AAA" by Fitch), for an amount of EUR 1,710 mln Class B notes (rated "Aa3" by Moody's and "A-" by Fitch), for an amount of EUR 540 mln; Class C notes (rated "Caa2" by Moody's), for an amount of EUR 750 mln; Class D notes (not rated), for an amount of EUR 132.3 mln; A cash reserve was set up for an amount of EUR 132.3 mln, corresponding to the issuance of class D junior notes, which was posted to Account 70 "Loans and advances to customers" in the consolidated financial statements. 367 Consolidated Notes to Financial Statements - Part E – Risks and Hedging Policies Section 4 - Operational risk Qualitative Information Operational risk: general information, operational procedures and measurement methods General information and Framework structure By an administrative ruling dated 12 June 2008, the Bank of Italy authorised the Montepaschi Group to use internal models for the determination of capital requirements for credit and operational risks. The adoption of the advanced model (AMA) calls for a major organizational and cultural mindset change for banks, which are necessarily required to: 1. adopt an internal organisation which defines the roles of the corporate bodies and functions involved in the operational risk management process; 2. establish a control function for data gathering and storing, capital requirement calculation, risk profile assessment and reporting; 3. perform ongoing checks on the quality of the management system and its compliance with regulatory provisions; 4. delegate the internal auditing body to perform periodic audits of the management system for Operating Risks; 5. make sure over time that the system is actually used in the usual course of business (use test). For this purpose, the Montepaschi Group has adopted an integrated system for operational risk management, i.e. an internal framework built around a governance model that involves all companiesincluded in the AMA model scope of application. The approach defines the standards, methods and instruments that make it possible to measure risk exposure and the effects of mitigation by business area. The advanced approach is designed so as to integrate all major qualitative and quantitative (LDA-Scenario mixed model) information sources (information or data). The quantitative Loss Distribution Approach component is based on the statistical collection, analysis and modelling of internal and external historical loss data (from the Italian Database of Operational Losses, DIPO). The qualitative component focuses on the evaluation of the risk profile of each unit and is based on the identification of relevant scenarios. In this framework, the companies included in the AMA scope are involved in process and risk identification, risk evaluation by process managers, identification of possible mitigation plans, discussion (in scenario-sharing sessions) of priorities and technical-economic feasibility of mitigation actions. Next is a phase for monitoring progress on the implementation of actions scheduled and compliance with objectives and deadlines. The Framework identifies Group Operational Risk Management (ORM) as the operational risk control function (within Parent Bank Risk Management). The Parent Bank‘s ORM calculates the capital required to hedge operational risks by the use of different components of the model (internal data, external data, contextual and control factors, qualitative analyses), supports decisionmaking by Top Management from the standpoint of creating value by containment, mitigation and transfer of the risks detected, and as it does for other companies included in the scope, it gathers internal loss data and identifies the risks to be evaluated in qualitative analyses. ORM has also set up a reporting system which ensures timely information on operational risks for Top Management, which transposes the strategic principles of the management system into special operating policies. Reports are submitted regularly to the Risks Committee. Over time, the adoption of the AMA model has ensured better-informed management of operational risk, guaranteeing a material progressive reduction of the Company‘s operational risk. 368 Consolidated Notes to Financial Statements - Part E – Risks and Hedging Policies Major changes in the last year Compared to the previous financial year, novelties in 2010 included completion of initiatives aimed at extending the advanced model for operational risk measurement and management to Biverbanca. An additional novelty was the merger by absorption of Paschi Gestione Immobiliare by and into the Group, whereby the Group's property management area started to undergo reorganisation. Quantitative information The percentage breakdown of operational losses, recorded in 2010, is reported, divided into the following risk classes: Internal Fraud: Losses arising from unauthorised activities, fraud, embezzlement or violation of laws, regulations or corporate directives that involve at least one internal resource of the Group; External Fraud: Losses due to fraud, embezzlement or violation of laws by subjects external to the Group; Employment Relationships and Occupational Safety: Losses arising from actions in breach of employment, occupational health and safety laws and agreements, payment of compensation for personal injury or episodes of discrimination or failure to apply equal treatment; Customers, products and operating practices: Losses arising from non-fulfilment of professional obligations with customers or from the nature and characteristics of the product or service provided; Property damage: Losses arising from external events, including natural disasters, acts of terrorism or vandalism; Business disruptions and system failures: Losses due to business disruption or system failures or interruption; Process management, execution and delivery: Losses arising from operational and process management shortfalls, as well from transactions with business counterparties, vendors and suppliers. Operating Loss Breakdown Montepaschi Group - 31.12.2010 External Fraud Employment 20% Practices and Workplace safety 10% Internal Fraud 20% Execution, Delivery & Process Management 12% Business disruption and system failures 2% Damage to Physical Assets 0% 369 Clients, Products & Business Practices 36% Consolidated Notes to Financial Statements - Part E – Risks and Hedging Policies With respect to 2009, a decrease was recorded for operational risk events, confirming the positive trend already observed in previous years. The type of event with the greatest impact on the profit and loss statement remains the one attributable to ―nonfulfilment of professional obligations with customers‖, which accounts for 36% of the entire amount of losses. External Fraud and Internal Fraud come next in the list, each accounting for approximately 20% of losses. With regard to non-fulfilment of professional obligations with customers‖, the risk is primarily associated with consumer litigation on the following issues: 1. Application of compound interest; 2. Sales of Financial Plans, Bonds (Argentina, Cirio, Parmalat) and structured products; With regard to "External Fraud", mitigation activities continued, aimed at containing credit fraud, which has taken on a significant weight even at Banking system level. Among these, the following are noted: review of the third-party intermediary agreement process, centralisation of selection and control activities and development of IT management and monitoring systems. These activities will also allow for effective control of the quality of credit disbursed through this channel. Main types of legal action The suits brought against Banca Monte Paschi for the most part can be grouped into sub-categories, individually characterised by a common denominator consisting in alleged critical elements of products, operations, services or relationships for which or in which the Bank acted as a disbursement or placement entity. The main sub-categories (in order of relevance) refer to claims regarding: 1. compound interest; 2. placement of bonds issued by countries or companies later in default; 3. placement of financial plans; These three subcategories account for the largest share of total loss from legal actions. In dealing with these cases, the Group continues to be pursuing dispute settlement solutions. Other pending litigation Pending cases regarding the application of anti-money laundering provisions As at 31.12.2010, several administrative proceedings were pending against the Group concerning the application of anti-money laundering regulations. Civil lawsuit brought before the Court in Florence. The lawsuit concerns a claim for compensation for alleged damages due to contractual liability brought by the plaintiff against the Bank jointly with other credit institutions. Civil lawsuit brought before the Court in Salerno. This case, where BMPS is sued together with other credit institutions and companies, seeks the assessment of alleged damage suffered by the plaintiff, as a result of an alleged unlawful report filed with the Italian Central Credit Register. Civil lawsuit brought before the Court in Turin. The case involves a dispute relative to inclusion in the register of protested bills and the resulting claim for damages. The Court of Turin rejected the claim, ordering the plaintiffs to pay the defendant Group court costs. Likewise, the appeal filed by the opposing party was denied, ordering it to pay costs. The case is currently pending before the Court of Cassation. Actions brought by trustees in bankruptcy of plaintiff companies. In 1999, the Trustee of the plaintiff companies in question brought several cases, directed both against B.N.A. (later Antonveneta, now BMPS), as well as against BMPS, aimed at obtaining compensation for damages due to the alleged wrongful granting of credit, quantified in an amount equal to the non-bank receivables included in liabilities in the bankruptcy proceedings. These claims were rejected due to the trustee‘s lack of legal standing, i.e. the proceedings ascertained his waiver of continuing 370 Consolidated Notes to Financial Statements - Part E – Risks and Hedging Policies with the action. At the same time, the Trustee of the same companies also filed actions for revocation pursuant to Art. 67 II Bankruptcy Act concerning remittances for settlement. These disputes underwent complicated proceedings in relation to some pre-trial matters and are currently at different stages of development. In particular, to date, the cases relative to the positions against B.N.A., after the respective decisions by the Court of Cassation, are being resumed before the Court of Appeal of Bari, while the position against BMPS is still pending a decision by the Supreme Court. Civil lawsuit brought before the Court in Rome. This case, where BMPS is sued together with other credit institutions and companies, seeks the assessment of alleged damage suffered by the plaintiff, as a result of foreign-currency advanced receivables transactions. Action for liability against the directors and statutory auditors of a Credit Institution merged by BMPS . This case formerly brought by the plaintiff and then continued by BMPS as the merging bank concerns an action for liability against former directors and statutory auditors of the plaintiff bank. A settlement agreement was reached with some of the appearing parties. The Court then ruled that the proceedings should continue against the remaining parties. Other pending litigation Note is given of civil suits for compensation for damage due to alleged unlawful reports filed with the Italian Central Credit Register. Financial risks inherent in investment services (wealth risk management) Wealth risk management process and methods The term "investment services" refers to operations with customers in the area of placement services; order execution, receipt and transmission; proprietary trading; portfolio management; investment advice. The risks associated with this type of operations are directly or indirectly reflective of the risks incurred by customers and may potentially materialise into operational and reputational risks. Controlling these risks is the main way to prevent the occurrence of potential operational and/or reputational risks (identifiable in the deterioration of the relationship of trust between Bank and customers), which, in turn, may have repercussions on the regulatory capital or economic capital consumption. Organisationally, the Montepaschi Group opted for a centralised model which identifies under "wealth risk management" the overall set of activities for the measurement and monitoring of both operational and reputational risks, as well as of risks inherent in investment services/products offered to -or in any case held by- its customers and uses the term "wealth risk management" to identify the organisational unit responsible for this area of business within the Parent Company. Wealth risk management activities particularly concern the operational processes, tools and methods aimed at ensuring overall consistency between the customer‘s risk profile and risk/return expectations with the risk profile of the products, managed accounts and portfolios held in order to prevent and minimize reputational impact. Within the Parent Bank, the organisational responsibility for overseeing Group-wide measurement, monitoring and control activities relative to the financial risks inherent in investment services/products is an integral part of the scope of responsibility of Group integrated Risk Management. This is to ensure single governance of the direct and indirect risks which the Group incurs during the course of its operations. Within the Risk Management Area, this task is allocated to the Wealth Risk Management service. All investment products (both Group and third-party), included in the catalogue of products offered to Group customers are subject, within a codified production-distribution supply-chain management process, to a specific multivariate quali-quantitative risk assessment, including, market, credit and liquidity risk factors. The same quantitative evaluation is also made for financial instruments purchased directly by customers and managed in portfolios under custody. The risk assessments are pegged to specific risk classes identified with explanatory keys, which are available to customers within information brochures regarding securities being placed and which therefore represent one of the guiding criteria on the basis of which the verifications of appropriateness and compliance provided for by the 371 Consolidated Notes to Financial Statements - Part E – Risks and Hedging Policies European MiFID regulations and by Consob Regulation 16190 are made. The same quantitative evaluation is also made for financial instruments purchased directly by customers and managed in portfolios under custody. Group customers are regularly informed of changes in the risk of the financial instruments held, so as to ensure timely informational transparency and facilitate possible decisions aimed at rebalancing the risk profile of the investments held. The activities described cover the entire scope of the MPS Group, (Banca MPS, Banca Antonveneta, Biverbanca and MPS Banca Personale until date of merger, in addition to MPS Capital Services for the role it plays in the supplychain process). The inter-functional technical body, ―Customer Protection‖ operates, under the responsibility of the Wealth Management Function, with the objective of identifying companies undergoing a temporary critical phase, associated primarily with specific macroeconomic, corporate and/or sector-related situations or by a lack of sufficient market information, in order to assign a maximum level of risk to the financial instruments issued by them, which makes it impossible to offer them on an advisory basis and makes them inappropriate in terms of suitability. Customer risk profile: suitability and risk of investment products The wealth risk management function is mandated to set out and monitor role descriptions concerning appropriateness and suitability analyses for trading in individual financial instruments and investment portfolios through the "advanced" advice platform. In particular, the wealth management function supervises both the operating practices used to measure the information available through the MiFID questionnaire from the customer account (i.e. customer's knowledge and expertise, investment objectives, time horizon and financial situation) against the risk of the product/service the customer is purchasing, as well as the criteria to determine the suitability of transactions. A breakdown of Group customers by the different risk profiles, as determined on the basis of evidence emerging from questionnaires collected as of the MiFID effective date (2 November 2007) reveals, as at the end of 2010, that concentration is more on medium-low risk profiles. In particular, approximately 86% of customers whose profile was entered through the questionnaire can be broken down into "minimal", "limited" and "moderate" risk profiles, thus confirming the conservative behaviour of Group customers in financial investment. Montepaschi Group Customer's Risk Profile 31.12.2010 high 10% medium 37% very hight 4% very low 11% low 38% In line with the customers' risk profile, Group offerings to customers show a similar breakdown of products. In terms of risk, products offered to Group customers -and therefore validated within a supply-chain process- in 2010 (including bonds, policies and assets under management), fall within lower-risk classes (from "minimal" to "moderate) and account for 78% of total. 372 Consolidated Notes to Financial Statements - Part E – Risks and Hedging Policies Investment Services / Products Offered to Customers Montepaschi Group - 2010 Breakdown by Risk Classes very low risk classes 33% very hight risk classes 16% low risk classes 28% high risk classes 6% medium risk classes 17% For each class of risk, products are considered suitable when offered to customers whose profile is at least the same as (but no lower than) that of product. The graph above does not include funds and sicavs because, in light of the open architecture adopted by the Group, selection is based more on asset management companies than individual areas of business. The assignment of risk classes covers the entire range of funds from the selected asset management companies even though, in keeping with customer risk profiles, the catalogue on offer follows business opportunity criteria that do not necessarily involve all of the investment areas considered. Reputational risks in operations inherent in investment services/products Reputational risk is identified in general terms as the possibility that one or more given events may negatively alter the consideration, esteem or image and therefore the reputation which a party has within the economic or social system in which it operates, primarily with those who hold some form of interest in it. Reputation therefore becomes particularly relevant in the case of banks, for which a relationship of trust is an integral part of the end products and services provided to their customers. Evidently, reputation and risks related thereto, is objectively difficult to estimate in quantitative terms. As far as operations relative to the production and sale of investment products and services to customers are concerned, the category of events associated with innovative business scenarios or situations not typically corroborated by a sufficiently broad record of data to describe both the distribution of probability and the average impact in terms of damage takes on special importance. This is a direct consequence of the high level of innovation this business is characterised by, aimed as it is at offering customers new investment opportunities while keeping with their risk profiles, through both proprietary and captive products, as well as through access to third-party products in an open architecture environment. Factors such as: mis-selling; risk inappropriateness of portfolios or individual products to the customer‘s sociobehavioural profile; the overall financial risk borne by the customer; complexity of -or defective contracts forinvestment products and services, are some of the causes which potentially lie at the origin of reputational risks that call for monitoring and management. Identification and monitoring of these risks through dedicated management reports for the Top Management and the use of specific key risk indicators lays the foundation for the prevention of reputational events and, at the same time, favours a culture of pro-active and informed risk management that goes beyond mere mitigation and prudential provisioning. The organisational decision to centralise within the Parent Company's Risk Management Function the overall control and governance of both operational and reputational risks, together with risks inherent in investment 373 Consolidated Notes to Financial Statements - Part E – Risks and Hedging Policies services/products, is therefore aimed at encouraging awareness and promoting an integrated management of the processes which may potentially generate reputational risks for the Group. 374 Consolidated Notes to Financial Statements - Part E – Risks and Hedging Policies Risks from tax disputes For tax purposes, Monte dei Paschi di Siena falls into the category of ―large taxpayers‖ and is thus subject to more stringent checks by the tax authorities. Against this backdrop, Monte dei Paschi was subjected to audits by the Regional Tax Directorate responsible for some below-described transactions completed in the 2002-2007 period, which resulted in the notification of some official tax audit reports in relation to which the Monte dei Paschi has received some notice of assessment. The notifications were issued to the Monte dei Paschi di Siena both individually and in its capacity as the merging company of Banca Toscana, Banca Agricola Mantovana and ―old" Banca Antonveneta, among others. In particular, disputed transactions refer to the trading of securities in periods straddling dividend payout dates and repurchase agreements in foreign bonds. Specifically, undue tax benefits are claimed, although they were obtained by legitimate application of existing rules and regulations (so-called "abuse of right‖). The tax amount claimed in the notices of assessment in relation to trading in securities and repo transactions totals approx. EUR 377 mln, in addition to sanctions for about EUR 575 mln and interest. The official tax audit reports not yet leading to notices of assessment refer to similar transactions which are alleged to have resulted in EUR 130 mln worth of tax savings. The notices of assessment have been duly impeached. Monte dei Paschi di Siena, corroborated by the opinion of authoritative consultants, believes that the behaviour was correct as to its substance and deems the risk of losing remote. In consideration of the complexity of the subject, it was considered appropriate to provide disclosure of this information. 375 Nota integrativa consolidata - Parte G – Operazioni di aggregazione riguardanti imprese o rami d’azienda Part F – Consolidated shareholders' equity Section 1 - Consolidated shareholders' equity .......................................................................................................... 377 A. Qualitative Information .................................................................................................................................. 377 B. Quantitative Informations ............................................................................................................................... 378 Section 2 - Shareholders' equity and regulatory capital ratios .................................................................................... 382 2.1 The regulatory framework - scope of application ............................................................................................ 382 2.2 Regulatory capital ........................................................................................................................................ 382 2.3 Capital adequacy .......................................................................................................................................... 387 376 Consolidated Notes to Financial Statements - Part F – Consolidated shareholders' equity Section 1 - Consolidated shareholders' equity A. Qualitative Information The capital management activity involves all the policies and choices necessary to define the amount of capital and the optimum combination between different alternative capital instruments, so as to ensure that the amount of capital and the correlated ratios are consistent with the risk profile assumed and compliant with regulatory requirements. From this standpoint, group-wide capital management has become increasingly more fundamental and strategic, taking into account that the quality and sizing of capital resources of Group companies are defined within the more general objectives of the Group itself. The Group is subject to the capital adequacy requirements set out by the Basel Committee in accordance with the rules defined by the Bank of Italy (―New prudential supervisory instructions for banks,‖ Circular 263 of 27 December 2006 and ―Instructions for preparing reports on regulatory capital and prudential ratios‖, 13th update of Circular No. 155/91). In Circular no. 263, the Bank of Italy underlines that supervisory instructions are primarily for consolidated reports; based on such rules, the ratio between regulatory capital and risk weighted assets must be at least 8% on a consolidated level; compliance with the requirement on a consolidated basis is verified every six months by the Bank of Italy. Along with the observance of mandatory minimum capital ratios (―pillar one‖), the regulations require the use of internal methodologies intended for determining current and future capital adequacy (―pillar two‖). The existence, along with the mandatory minimum ratios, of ―pillar two‖ requirements in fact expands the concept of capital adequacy, which takes on a more global connotation aimed at the overall verification of capital needs and sources actually available, in line with the Group's strategic and developmental objectives. To ensure the ongoing and effective assessment of aspects relating to capital adequacy, the Group's Capital Adequacy function plays a direct role of coordination in monitoring the Group's capital adequacy. Among its various activities , the Capital Adequacy function in 2010 took care of the following: drafting of the ICAAP Report -with support from the relevant functions - with a view to assessing the Group's capital adequacy based on the rules set out by the afore-mentioned Circular no. 263. Since ICAAP also requires an assessment of prospective capital adequacy, the Group has implemented a structured capital simulation process, whereby it estimates future capital requirements and associated regulatory capital ratios, the overall internal capital and future Available Financial Resources (AFRs). In addition, the outputs produced are redetermined by subjecting the input variables to stress conditions, on the basis of a recessive scenario assumed by the relevant functions, so as to determine the overall impact on capital ratios and evaluate the sustainability of the correlated contingency plans; interpreting, analysing and estimating the impact of Basel III, by developing multi-year forecasting models aimed at highlighting the impact of individual items being reviewed and by participating in the Banking system's initiatives on the subject; continuing the "Value Creation" programme introduced last year to analyse the different levels (legal entity, type of product, ...) of Added Value generated by the business so as to identify positions unable to create value based on risk-adjusted metrics, report them to the relevant operating functions in charge of making disbursements "capital efficient", thereby optimising regulatory and operating capital absorption and, more generally, asset portfolio performance; developing a Risk Appetite, Capital Allocation and Risk-Adjusted Budget for 2011; supporting the goodwill impairment testing process. 377 Consolidated Notes to Financial Statements - Part F – Consolidated shareholders' equity B. Quantitative Informations For details on the Group's shareholders' equity, see Section 15 - Liabilities in the notes. B.1 Consolidated shareholders' equity: breakdown by business areas Total adjustments Consolidation cancellations and Other companies Insurance companies group Net equity items Banking 3112 2010 (in tho usands o f EUR) Shareholders' equity 4.553.214 319.017 283.735 (602.752) 4.553.214 Share premium 4.002.908 - 2.670 (2.670) 4.002.908 Reserves 5.976.448 193.702 10.711 (204.413) 5.976.448 Equity instruments 1.949.365 - - - 1.949.365 Treasury shares (-) (24.613) - - Valuation reserves (18.255) 26.295 7.927 - Financial assets available for sale 108.585 - - - 108.585 - Tangible assets - - - - - - Intangible assets - - - - - - Hedges of foreign investments - - - - - (204.637) - - - (204.637) (2.730) - - - (2.730) 201 - - - 201 - Actuarial gains (losses) on defined benefit plans - - - - - - Share of valuation reserves of equity investments valued at equity 22.409 22.409 - (22.409) 22.409 - Special revaluation laws 57.917 3.886 7.927 (11.813) 57.917 986.983 60.904 (9.840) (51.064) 986.983 17.426.050 599.918 - Cash flow hedges - Exchange difference - Non-current assets held for sale Profit (loss) for the year - Group and minority interests Net equity 378 295.203 (34.222) (24.613) (18.255) (895.121) 17.426.050 reserve 379 1.191.972 Total 31/12/2009 Negative reserve (177.875) (856.884) - (35.787) (16.278) (804.819) Insurance companies Positive reserve 70.494 29.978 - - 9 29.969 reserve Negative (10.312) (7.569) - - (7.086) (483) reserve 2.490 - - - - - Other companies reserve (140) - - - - - adjustments Positive reserve (72.984) (29.978) - - (9) (29.969) 10.452 7.569 - - 7.086 483 reserve Positive cancellations and Positive reserve 1.191.972 987.878 - 39.717 907.940 40.221 - (35.787) (16.278) (804.819) reserve (177.875) (856.884) TOTAL Negative The negative reserves for debt securities include reserves in the amount of EUR 68.3 mln for securities reclassified, in accordance with IASB amendment to accounting standards IAS 39 and IFRS 7, from the AFS to the loan portfolio. The balance of these reserves was frozen on the date of reclassification and is subject to recognition through profit and loss, decreasing interest income, on the basis of the residual life of reclassified securities. The breakdown of reserves by class of financial instrument is particularly relevant for quantification of regulatory capital filters. All the amounts indicated are after tax, if applicable. With reference to net valuation reserves for the portfolio available for sale, the table shows the gap with distinction between capital gains and capital losses for debt securities, equities and units in UCITS. 987.878 - 39.717 907.940 40.221 Positive Total 31/12/2010 4. Loans 3. Units in UCITS 2. Equity instruments 1. Debt securities Asset / Amount Banking Group Negative Consolidation Negative B.2 Valuation reserves for financial assets available for sale: breakdown Consolidated Notes to Financial Statements - Part F – Consolidated shareholders' equity Consolidated Notes to Financial Statements - Part F – Consolidated shareholders' equity B.3 Valuation reserves for financial assets available for sale: annual changes 3112 2010 (in tho usands o f EUR) Debt Equity Units in securities securities UCITS 1. Opening balance 130.661 898.374 2. Increases 116.013 2.1 Increases in fair value 2.2 Reversal to profit and loss of negative reserves Loans (14.938) - 77.570 56.247 - 82.782 49.149 35.143 - 23.212 25.222 12.065 - 665 22.659 3.232 - 22.547 2.563 8.833 - 10.019 3.199 9.039 - 1.011.272 84.282 37.178 - 1.001.506 44.102 27.965 - - - - - 3.3 Reversal to profit and loss of positive reserves: following disposal 4.547 11.938 6.507 - 3.4 Other changes 5.219 28.242 2.706 - - - 201 - 891.662 3.930 - - due to impairment - following disposal 2.3 Other changes 3. Decreases 3.1 Decreases in fair value 3.2 impairment provisions IFRS5 "discontinuing operations" 4. Closing balance (764.598) The amounts indicated in this table are after tax, if applicable. Line 2.1 ―Increases in fair value‖ includes, under the column ―Debt securities‖, the revaluation mainly of Italian sovereign bonds belonging to the Banking Group and insurance companies. Line 2.2 ―Reversal to profit and loss of negative reserves ‖, sub-item ―due to impairment‖, shows the after-tax amount of impairment losses entered, before tax, in the profit and loss statement under Item 130 b) ―Impairment losses on available-for-sale financial assets‖. In line 3.1 ―Decreases in fair value‖, the amount of EUR 1,001.5 mln indicated in the column ―Equity securities‖ is made up almost entirely of decreases in fair value, recognised at equity, of government securities issued by central governments of the European Union. Since the Parent Company opted for symmetrical treatment under the measures regarding "Prudential filters for regulatory capital" set forth by the Bank of Italy on 18 May 2010, the impact of positive and negative reserves for these debt securities has been sterilised for regulatory capital purposes as of 1 January 2010. Table B.4 below reports in detail the annual changes relative to the equity securities column with evidence of changes in the valuation reserves for major equity investments held. 380 381 29.595 SORIN S.p.a. 898.374 22.659 - 10.617 12.042 - - - - - - - 2.563 138 2.152 273 - - - - - - - - disposal impairment - following due to - 7.942 - 812 2.374 - - - - - - 4.756 Other 49.149 121 10.046 23.353 - 12.548 - - - 429 - 2.652 increases Fair value - - - (11.938) - (4.572) (2.054) - - - - (5.312) disposal following (44.102) (344) (13.149) (24.772) - - - (3.349) (2.488) - - - reductions Fair value Reductions (32.985) (4.744) (9.906) (3.487) - (1.473) (81) (73) - (372) (3.024) (9.825) Other 891.662 132.138 6.097 28.422 - 40.670 10.954 9.701 - 49.892 608.617 5.171 31 12 2010 (in tho usands o f EUR) * In June, Sansedoni S.p.a. underwent a total non-proportional spin-off which led to the incorporation of two new entities, one for real estate development and the other, i.e. Sansedoni Siena S.p.a., focusing on asset development management and invested in by the Parent Company (21.75% shareholding). Total 136.967 10.097 Equity securities - Finance Equity securities - third parties 20.693 Other Group companies - 11.035 Sorgenia S.p.A. Spoleto Cr.Serv.Ragg. 13.123 7.800 49.835 606.885 12.344 01/01/10 S.S.B. S.p.a. Sansedoni S.p.A. * Istituto per il Credito Sportivo Banca d'Italia Alerion Industries items/Amounts Increases B.4 Valuation reserves for financial assets available for sale: annual changes in equity securities Consolidated Notes to Financial Statements - Part F – Consolidated shareholders' equity Consolidated Notes to Financial Statements - Part F – Consolidated shareholders' equity Section 2 - Shareholders' equity and regulatory capital ratios 2.1 The regulatory framework - scope of application Regulatory capital is determined based on supervisory instructions issued by the Bank of Italy (―New prudential supervisory instructions for banks‖, Circular no. 263 of 27 December 2006 and ―Instructions for preparing reports on regulatory capital and prudential ratios‖, 13th update of Circular No. 155/91). The ―New prudential supervisory instructions for banks‖ allow banks and banking groups -upon prior authorisation by the Bank of Italy- to determine capital requirements by adopting internal measurement models. In June 2008, the Montepaschi Group was authorised to use advanced internal rating-based (AIRB) approaches for the determination of capital requirements for credit risk in relation to retail and corporate portfolios and Advanced Measurement Approaches (AMA) for operational risks. 2.2 Regulatory capital A. Qualitative Information The regulatory capital differs from net accounting equity as determined on the basis of IAS/IFRS international accounting principles, since Supervisory regulations are aimed at safeguarding capital quality and reducing potential volatility induced by the application of the IAS/IFRS principles. The items that make up regulatory capital must therefore be fully available to the Group, so they may be used without limitation to hedge risks and corporate losses. These components need to be stable and their amount is stripped of any tax charges. Regulatory capital is made up of core capital and supplementary capital. Both core (Tier 1) and supplementary (Tier 2) capital are determined by the algebraic sum of their positive and negative items, upon prior consideration of the so-called ―prudential filters‖. This expression is understood as all those positive and negative items adjusting regulatory capital, introduced by supervisory authorities with the express purpose of reducing potential capital volatility. The deductible items, determined as will be explained below, must be deducted from core and supplementary capital (50% from Tier 1 and 50% from Tier 2). The following table illustrates the constituents of Tier 1 and Tier 2, with a focus on the Group‘s most relevant aspects. With regard to Tier 1, its positive items include paid up capital, share premium, profit and capital reserves, innovative and non-innovative capital instruments and retained earnings; added to these items are the positive prudential filters represented by the issuance of so-called ―Tremonti bonds‖. In fact, the Parent Company has participated in the initiative put in place by the Ministry of Economy and Finance, aimed at ensuring an adequate flow of financing to the economy and an adequate level of capitalisation to the banking system. Pursuant to Art. 12 of Legislative Decree No. 185 of 28 November 2008, transposed, as amended, into Law no. 2 of 28 January 2009 (―Legislative Decree No. 185‖), on 30 December 2009 the Parent Company issued ―Convertible financial instruments‖ (―Tremonti bonds‖) subscribed by the Ministry of Economy and Finance (MEF). The process for the issuance of the Tremonti bonds involved the Group in a number of activities aimed at fulfilling the commitments undertaken upon signing of the ―Memorandum of understanding.‖ In short, by signing the Memorandum of Understanding the Parent Company undertook to: make EUR 10 bln in financial resources available to small- and mid-sized companies over the next three years; start up activities in support of small- and mid-sized enterprises and families through specific products (new or existing); have a code of ethics governing the compensation of corporate top managers and market traders; provide adequate disclosure to customers of the initiatives undertaken to implement the commitments signed. The negative items in Tier 1, on the other hand, include treasury shares in the portfolio, intangible assets (including goodwill), any losses posted in previous years and in the current one, and the negative balance of the reserves for AFS assets. As far as regulatory capital treatment of AFS reserves is concerned, 'early offset' of balances, calculated net of tax where applicable, from reserves for debt securities on the one hand and reserves for equity securities and units in UCITS on the other. Each of the two net balances calculated as above is in fact fully deducted, if negative, 382 Consolidated Notes to Financial Statements - Part F – Consolidated shareholders' equity from Tier 1, whereas it is 50% included, if positive, in Tier 2. This 'asymmetric' treatment was the only approach applicable by Italian banks to AFS reserves until 2009. In 2010, the Bank of Italy with the "Prudential filters for regulatory capital" set forth on 18 May 2010, introduced - in exclusive respect of debt securities issued by EU central governments- the possibility to opt for the alternative approach (so-called 'symmetrical' treatment) provided for by CEBS in its guidelines which includes full neutralisation of AFS reserves for regulatory capital purposes. The possibility for Italian banks to opt for the symmetrical approach entails the 'sterilisation' of the impact of negative and positive AFS reserves built up as of 2010 for debt securities issued by EU central governments. The Montepaschi Group opted for 'symmetrical' treatment. Among the negative prudential filters noted in Tier 1, the following are worth mentioning: the 50% decrease in net profits, already computed entirely in Tier 1, recognised in profit and loss as a result of the accounting treatment of substitute tax due to tax deduction of goodwill (regulations provide for these filters to be reduced by 1/8 per year in the years after tax deduction is made); the net accrued capital gain (write-down of liabilities), after tax, relative to hybrid capitalisation instruments and subordinated debt issued by the Group, classified among financial liabilities valued at fair value and computed in Tier 2. The overall Tier 1 capital is made up of the difference between the algebraic sum of the positive and negative items and the items to be deducted, the criteria for the determination of which is indicated below: equity investments and other items (innovative capital instruments, hybrid capitalisation instruments and subordinate debt) issued by banks and financial firms not fully or proportionately consolidated are deducted 50% from Tier 1 capital and 50% from Tier 2 capital. The regulations previously in force provided, instead, for deduction of the aggregate from the sum of Tier 1 and Tier 2 capital; the use of internal models for the determination of capital requirements in view of credit risks entails identifying in the regulatory capital the difference between expected loss and net impairment losses; if expected loss exceeds impairment losses, the difference is deducted 50% from Tier 1 and 50% from Tier 2 capital; if the expected loss is lower than net impairment losses, the difference is computed in Tier 2 within the limit of 0.6% of credit risk weighted assets; the equity investments held in insurance companies and the subordinate debt issued by such companies are deducted 50 % from Tier 1 and 50% from Tier 2 if they were acquired after 20/07/2006; on the other hand, if they were acquired prior to that date, they continue to be deducted from the sum of core and supplementary capital until 31/12/2012. As far as supplementary (Tier 2) capital is concerned, the positive items it is made up of include valuation reserves, hybrid capitalisation instruments, subordinated debt and the positive net balance of reserves for AFS assets. Negative items include the negative prudential filter proportionately at 50% of the positive balance of the AFS reserve computed among the positive items of supplementary capital; in fact, these reserves are computed 50% in supplementary capital. The overall supplementary capital is made up of the difference between the algebraic sum of the positive and negative items and the items to be deducted, determined according to the criteria described above. As far as prudential filters are concerned, the following is also worth mentioning: for hedging transactions, profits and losses not realised on cash flow hedges, recognised in the appropriate reserve under shareholders‘ equity, are not computed in regulatory capital; as for fair-value-option liabilities of natural hedges, both unrealised capital gains and capital losses recorded in profit and loss are fully relevant except for the component arising from changes in creditworthiness; the equity investment in Banca d‘Italia is not considered for the purpose of quantifying capital. As a consequence, the respective capital gain deriving from valuation at fair value is not computed in the reserves for AFS instruments . The following tables report the main contractual features of innovative and non-innovative instruments which are included in the computation of Tier 1 capital, together with capital and reserves, as well as the hybrid capitalisation instruments and subordinated debt which are included in Tier 2 capital. 383 Consolidated Notes to Financial Statements - Part F – Consolidated shareholders' equity 1. Tier I Capital The following table reports the main characteristics of the instruments included in Tier 1 comprising, in particular, the innovative equity instruments issued by the Parent Bank. Preferred Capital I LLC "Tremonti bond" as of 27/9/2011 Euribor 3m + 465 bps. 7,99% fix as of 7/2/11 Euribor 3m+ 390 bps. 8,50% Currency Capital Preferred Securities II^ tranche Euribor 3m + 375 bps.; as of 21/3/2011 Euribor 3m +3m 562,5 bps.bps.; Euribor + 310 Early redemption as of Capital Preferred Securities I^ tranche Euribor 3m + 88 bps. Maturity Date F.R.E.S.H. (Floating Rate EquityLinked Subordinated Hybrid) Issue Date instruments step up Features of subordinated interest rate 3112 2010 (in tho usands o f EUR) NO 30/12/03 N.A. (a) EUR 700.000.000 470.596 YES 21/12/00 N.A. (b) EUR 80.000.000 80.000 YES 27/06/01 N.A. (b) EUR 220.000.000 220.000 YES 07/02/01 N.A. (c) EUR 350.000.000 350.000 YES 30/12/09 N.A. (d) EUR 1.900.000.000 1.900.000 Total Preference share and equity instruments (Tier I) a) Original amount in currency units Contribution to regulatory capital (EUR/000) 3.020.596 The innovative capital instrument F.R.E.S.H. (Floating Rate Equity-linked Subordinated Hybrid notes) issued by the vehicle ―MPS Preferred Capital II LLC‖, at an original nominal value of € 700 mln, is a perpetual instrument and as such contains no redemption or step-up clauses but is convertible into shares. In September of each year from 2004 through 2009 and at any time as of 1 September 2010, the instruments are convertible upon the investor‘s initiative. In addition, an automatic conversion clause is provided for in the event that, after the seventh year from date of issue, the reference price of the ordinary shares should exceed a set amount. Payment is not cumulative and the option of non-payment exists if in the previous financial year the Parent Company did not have any distributable profits and/or did not pay out any dividends to the shareholders. Any unpaid consideration shall be considered as forfeited. The rights of the note holders are guaranteed on a subordinated basis. In the event of liquidation of the Parent Bank, the rights of the investors will be subordinated to all of the Parent Bank‘s creditors who are not equally subordinated, including holders of securities coming under Tier 2 capital and will override the rights of Parent Bank‘s shareholders. In virtue of these characteristics, these instruments are eligible for inclusion in core Tier. Within the overall structure, a limited liability company and a business trust were set up, which have respectively issued convertible preferred and convertible trust securities. The Bank has underwritten an on-lending contract in the form of a subordinated deposit agreement. The conditions of the on-lending contract are substantially the same as the conditions of the convertible preferred securities. No conversion occurred in the course of 2010. b) Capital Preferred Securities are unredeemable securities. Only the issuer has the right to full or partial redemption of the notes, and this right may be exercised after 21/03/2011 and 27/09/2011, respectively. As was communicated to the market on 18 January 2011, the Parent Company decided not to exercise this right on the 1st tranche as at 21.03.2011 and increase to 630 bps the spread which was originally set at 562.5 bps. c) The Preferred Capital Shares I LLC, nominally valued at EUR 350 mln, are unredeemable. As was communicated to the market on 18 January 2011, the Parent Company decided not to exercise the call option on these instruments and increase to 630 bps the spread which was originally set at 390 bps. d) The so-called ―Tremonti Bonds‖ are ―Convertible financial instruments‖ issued by the Parent Bank pursuant to Art. 12 of Legislative Decree No. 185 of 28 November 2008, converted, with amendments, by Law No. 2 of 28 January 2009 (―Legislative Decree No. 185‖) on 30 December 2009 and subscribed by the Ministry of Economy and Finance (MEF). Interest is paid annually on the basis of a fixed 8.5% rate until 2012. These instruments are designed to strengthen the Group‘s regulatory capital position and support economic development with a particular focus on small-medium enterprises. 384 Consolidated Notes to Financial Statements - Part F – Consolidated shareholders' equity 2. Tier II capital Original amount in currency units Contributi on to regulatory capital (EUR/000) step up Early Maturity redemptio Date n as of Currency The following tables report the main contractual features of instruments included in the calculation of Tier II capital, with a special focus on hybrid capital instruments and subordinated liabilities. Issue Date Subo rdinate bo ard lo an 4,875% fixed rate NO 3105 2006 3105 2016 N.A . EUR 750.000.000 750.000 Subo rdinate bo ard lo an 5,750% fixed rate NO 3105 2006 30 09 2016 N.A . GB P 200.000.000 290.162 Subo rdinate bo ard lo an Euribo r 6m+2,50% NO 15 05 2008 15 05 2018 N.A . EUR 2.160.558.000 2.151.293 Features of subordinated instruments interest rate T o t a l hybrid ins t rum e nt s ( Uppe r T ie r II) 3 .19 1.4 5 5 Subo rdinate bo ard lo an CM S Co nvexity No tes NO 07 07 2000 07 07 2015 N.A . EUR 30.000.000 30.000 Subo rdinate bo ard lo an CM S Vo latility No tes NO 20 07 2000 20 07 2015 N.A . EUR 25.000.000 25.000 Subo rdinate bo ard lo an 5,6% fixed rate NO 09 09 2010 09 09 2020 N.A . EUR 500.000.000 493.399 Subo rdinate bo ard lo an Euribo r 3m+0,40 % up to 30/11/2012, then Euribo r 3m+1% YES 30 112005 30 112017 30 112012 EUR 500.000.000 498.207 Subo rdinate bo ard lo an Euribo r 3m+0,40% up to 15/01/13, then Euribo r 3m+1% YES 20 12 2005 15 012018 15 012013 EUR 150.000.000 136.894 Subo rdinate bo ard lo an 7,44% fixed rate NO 30 06 2008 30 12 2016 N.A . EUR 250.000.000 247.895 Subo rdinate bo ard lo an 3m Euribo r +0.60% up to 1/11/07; then 3m Euribo r +0,90% YES 01112002 01112012 01112007 EUR 75.000.000 27.903 Subo rdinate bo ard lo an Euribo r 3m+1,40% up to 30 04 2008 30/04/2013, then Euribo r 3m+2% YES 30 04 2018 30 04 2013 EUR 450.000.000 45 Subo rdinate bo ard lo an 6,4% up to 31/10/2013, then Euribo r 3m + 3% YES 3110 2008 3110 2018 3110 2013 EUR 100.000.000 108.620 Subo rdinate bo ard lo an 7% fixed rate NO 04 03 2009 04 03 2019 N.A . EUR 500.000.000 498.284 Subo rdinate bo ard lo an 5% fixed rate NO 2104 2010 2104 2020 N.A . EUR 500.000.000 491.397 Subo rdinate bo ard lo an flo ating rate NO 30 09 2003 30 09 2013 30 09 2008 EUR 7.000.000 4.200 B o ard lo an Euribo r 6m+0,60% NO 07 12 2005 07 12 2015 N.A . EUR 7.801.500 6.242 B o ard lo an Euribo r 6m+0,60% 15 04 2008 15 04 2018 15 04 2013 EUR 3.900.750 2.126 B o ard lo an Euribo r 6m+0,60% 18 04 2008 18 04 2018 18 04 2013 EUR 11.702.250 2.822 A B N A M RO subo rdinated lo an Euribo r 3m+2,8% 10 10 2006 10 10 2016 10 10 2011 EUR 400.000.000 400.000 YES YES NO T o t a l hybrid ins t rum e nt s ( Uppe r T ie r II) 2 .9 7 3 .0 3 4 T o tal 6 .16 4 .4 8 9 3. Tier III At the end of 2010, there were no instruments eligible for inclusion in Tier 3. 385 Consolidated Notes to Financial Statements - Part F – Consolidated shareholders' equity B. Quantitative Information (in tho usands o f EUR) 3112 2010 A. Tier I before prudential filters 3112 2009 8.558.137 8.231.299 B. Tier I prudential filters 1.444.962 1.430.361 B1 - Positive IAS/IFRS prudential filters 1.907.123 1.900.000 B2 - Negative IAS/IFRS prudential filters (462.161) C. Tier I capital gross of items to be deducted (A+B) (469.639) 10.003.099 D. Items to be deducted from Tier I 9.661.660 (860.698) E. Total TIER 1 (C - D) F. Tier II before prudential filters G. Tier II prudential filters (568.233) 9.142.401 9.093.427 6.401.585 6.343.974 (85.049) G1. - Positive IAS/IFRS prudential filters (78.923) - G1. - Negative IAS/IFRS prudential filters - (85.049) H. Tier 2 gross of items to be deducted (F + G) (78.923) 6.316.536 I. Items to be deducted from Tier II 6.265.051 (860.698) L. Total TIER 2 (H - I) (568.233) 5.455.838 M. Items to be deducted from Tier I and Tier II 5.696.818 (454.700) N. Capital for regulatory purposes (E+L - M) O. Tier III capital (TIER 3) P. Regulatory capital inclusive of TIER III (N+O) (409.818) 14.143.539 14.380.427 - - 14.143.539 14.380.427 The Group's regulatory capital has been calculated taking account of the effects arising from the application of IAS/IFRS international accounting standards, based on the provisions of the 13th update of Bank of Italy's Circular No. 155 ―Instructions for the preparation of reports on regulatory capital and prudential ratios‖. In 2010, Tier 1 increased by EUR 49 mln, totalling EUR 9,142.4 mln, compared to EUR 9,093.4 mln at the end of 2009. The increase was positively influenced by the capitalisation of the profit for the year and the reduction in goodwill as a result of the disposal banking business (branches); by contrast, it was negatively influenced by the annual fee paid to J.P.Morgan on account of the acquisition by the Parent Bank BMPS of the right of usufruct of the ordinary shares subscribed by J.P. Morgan following the increase in share capital launched in 2008 and fixed rate interest on the ―Tremonti bonds‖ (8.5% until 2010), in addition to the greater difference between "expected loss" and net value adjustments. The capital gain arising from the demerger of the consortium Perimetro Gestione Proprietà Immobiliari, amounting to EUR 405.5 mln, is not eligible for inclusion in consolidated capital and was not included in regulatory capital as at 31/12/2010 because not all conditions required had materialised yet. In 2010, Tier II capital decreased by EUR 241 mln, totalling EUR 5,455.8 mln against EUR 5,696.8 mln at the end of 2009; the decrease is primarily attributable to a greater difference between "expected loss" and net value adjustments and the increase in items to be deducted following the acquisition of a stake in the entity "Asset management Holding". Under the measures set forth by the Bank of Italy on 18 May 2010 regarding prudential filters for regulatory capital, the Group opted for the symmetrical treatment of revaluation reserves relating to debt securities issued by Central Governments of EU countries held in the ―Available for Sale‖ portfolio. Consequently, with regard to these securities, the impact of changes in AFS reserves upon regulatory capital as of 1 January 2010, amounting to approximately EUR 854.8 mln, has been completed sterilized. As at 31 December 2010, there were no Tier III subordinated Securities. 386 Consolidated Notes to Financial Statements - Part F – Consolidated shareholders' equity 2.3 Capital adequacy A. Qualitative Information The qualitative information regarding the Group‘s capital adequacy evaluation process is included in Section 1 of this Part F. B. Quantitative information Categories/Amounts Non-Weighted amounts Weighted amounts/requirements 31 12 2010 31 12 2009 31 12 2010 31 12 2009 300.029.128 279.114.766 105.803.977 117.649.606 1. Standardized Approach 173.092.717 190.530.757 55.518.127 80.200.737 2. 2 Internal rating-based (IRB) approach 126.375.236 88.054.170 49.780.979 36.977.136 - - - - 126.375.236 88.054.170 49.780.979 36.977.136 561.175 529.839 504.871 471.733 8.464.318 9.411.968 504.848 580.144 504.848 580.144 2. Internal models - - 3. Concentration risk - - B.3 Operational Risk 693.017 702.258 52.016 53.714 - - 641.001 648.544 - - A. RISK ASSETS A.1 Credit and counterparty risk (*) 2.1.Foundation 2.2 Advanced 3. Securitisations B. REGULATORY CAPITAL REQUIREMENTS B.1 Credit and counterparty risk B.2 Market risk 1. Standardized Approach 1. Foundation 2. Standardized Approach 3. Advanced B.4 Other prudential requirements B.5 Other calculation elements (923.127) of which impaired - of which intra-group adjustments (923.127) B.6 Total prudential requirements (3) 49.961 (1.072.389) 8.739.056 9.671.942 - - 109.238.200 120.899.275 C. RISK ASSETS AND CAPITAL RATIOS C.1 Risk-weighted assets (1.022.428) C.2 Tier 1 capital / Risk-weighted assets (Tier 1 capital ratio) 8,37% 7,52% C.3 Capital for regulatory purposes including Tier III / risk-weighted assets (Total capital ratio) 12,95% 11,89% Total risk-weighted assets as at 31 December 2010 amounted to EUR 109,238 mln. The amount reflects a 10 percentage point contraction with respect to the end of 2009 although in the presence of risk assets showing an opposite sign. This contraction is the result of multiple efficiency drivers in the risk weighting of the MPS Group's exposures. These include: authorization for use of the advanced approach to the exposures of former Banca Antonveneta; a shift in the allocation of risk assets to lower risk and or more collateralised assets; Increased alignment with the trends for the period, as far as the risk measures underlying regulatory models are concerned; lending models that increasingly factor in stricter regulatory requirements in their traditional target functions. The amount of risk weighted assets as at 31 December includes the assets of the consortium Perimetro Gestione Proprietà Immobiliari, in line with the approach followed for the computation of regulatory capital because not all conditions required for prudential recognition had materialised as at that date. At the end of 2010, the Tier 1 capital ratio was 8.37%, while the total capital ratio was 12.95%. The floor (i.e. threshold limit under which the ratio of total capital to risk weighted assets must not fall) is now set at 85% of the risk weighted assets calculated on the basis of the previous regulatory framework (Basel 1), which will continue to be the benchmark for 2011. 387 Nota integrativa consolidata- Parte F – Informazioni sul patrimonio consolidato Part G – Business combinations Part G – Business combinations ................................................................................................................... 388 Section 1 – Business combinations during the year ................................................................................................... 389 1.1. Business combinations ................................................................................................................................ 389 Section 2 – Business combinations completed after 31 December 2010 ..................................................................... 389 388 Consolidated Notes to Financial Statements - Part G – Business combinations Section 1 – Business combinations during the year 1.1. Business combinations Transactions included under the scope of application of the international accounting standard IFRS 3 “Business combinations”. Incorporation of vehicle company MPS Covered Bond S.r.l. within the framework of the Covered Bond Programme targeted to the Euromarket, the Parent Company acquired a 90% stake in the MPS Covered Bond Srl vehicle in May, which has been fully consolidated. More information can be found in Part E - Section C.3 "Covered bond transactions". Acquisition of 100% control of Padova 2000 At the end of June, Group subsidiary, Banca Antonveneta, increased its shareholding in the company 'Padova 2000' from 45.01% to 100%. Transactions within the Group (business combinations of entities under common control) Intragroup extraordinary transactions, which are not within the scope of IFRS 3, were carried out as well. They entailed the transfer of banking business or legal entities between Group companies and the Parent. Following is a list of major transactions occurring in 2010: Transactions carried out by the Parent Bank: the merger by absorption of Banca Personale S.p.a. into the Parent Company in April; the merger by absorption of MPS SIM S.p.a., ANTENORE S.p.a. and THEANO S.p.a. into the Parent Company in May; the merger by absorption of ULISSE S.p.a. and SIENA MORTGAGES 00–01 S.p.a. into the Parent Company in June. in July, following the repurchase of receivables sold to the securitisation vehicle, GIOTTO FINANCE 2 S.p.a., the parent company increased its shareholding in this vehicle to 100%; in December, the merger by absorption of subsidiries MPS Investments S.p.a and PGI S.p.a. , the acquisition of banking business consisting in buildings used in the Parent Company's business arising from the subsidiary MPS Immobiliare S.p.a. through the partial demerger and takeover of banking business (1 branch) acquired from the subsidiary Biverbanca. Transactions carried out by other Group companies: in October, demerger of banking business (13 branches) by Banca Antonveneta S.p.a. to the subsidiary Cassa di Risparmio di Biella e Vercelli S.p.a; in December, acquisition of banking business by Banca Antonveneta S.p.a., consisting in buildings used in the business arising from the subsidiary, MPS Immobiliare S.p.a., as a result of partial demerger; at the end of December, disposal of the company, Padova 2000, by Banca Antonveneta S.p.a. to MPS Immobiliare S.p.a; again in December, merger by absorption of Padova 2000 into MPS Immobiliare S.p.a.. Section 2 – Business combinations completed after 31 December 2010 For a description of the business combinations in question, please refer to the Directors' Report in the Consolidated Financial Statements in the Chapter ―Material events subsequent to year end‖. 389 Nota integrativa consolidata Part H – Related-party transactions 1 Compensation of directors, auditors, executives and managers with strategic responsibility ...................................... 391 2. Related-party transactions .................................................................................................................................. 392 2.a Associated companies .................................................................................................................................. 396 2.b Transactions involving managers with strategic responsibility and other related parties ..................................... 396 390 Consolidated Notes to Financial Statements – Part H – Related-party transactions 1 Compensation of directors, auditors, executives and managers with strategic responsibility (in tho usands o f EUR) items/Amounts Short-term benefits Totale Totale 31 12 2010 31 12 2009 9.226 11.429 Post-retirement benefits - - Other long-term benefits - - Termination benefits - - Share-based payments - - 219 238 9.445 11.667 Other compensation Total compensation paid to key management personnel Considering the instructions provided by accounting standard IAS 24 and in light of the current organisational structure, the Parent Company has decided to include in the disclosure scope not only Directors, Statutory Auditors, the General Manager and Deputy General Managers, but also Managers with strategic responsibility. 391 Consolidated Notes to Financial Statements - Part H – Related-party transactions 2. Related-party transactions “Regulations containing provisions relating to transactions with related parties” (the Regulations) was adopted by Consob with Resolution no. 17221 of 12 March 2010 and later amended by Resolution no. 17389 of 23 June 2010. The new framework combines into a new and comprehensive Regulation all principles regarding prompt and periodic disclosure obligations pursuant to articles 114 and 154-ter of the Consolidated Law on Finance and superseding the rules already set out by Consob‘s Issuer Regulations, and principles pursuant to Article 2391-bis of the Civil Code. The Regulations goes alongside the 'primary legislation' governed by art. 2391 of the Civil Code – Directors‘ Interest – and by self-regulation, such as article 9 of the self-regulatory code for listed companies – Directors‘ interest and related party transactions – which establishes criteria for substantial and procedural correctness in managing transactions with related parties. The subject is also governed by more bank-specific regulations such as art. 53 of the Consolidated Law on Banking (it. Testo unico Bancario, TUB), which sets out the terms and conditions for the assumption of risks in relation to those who, either directly or indirectly, may exercise influence over the bank‘s or the banking group‘s operations or over any persons related to these, as well as art. 136 also of the Consolidated Law on Banking pertaining to the obligations of bank representatives. During its meeting on 10 November 2010, the Board of Directors reviewed the procedures for related-party transactions laid down in the Regulations. On occasion of the same meeting, the Board set up a Committee of Parent Company's Independent Directors (the Comittee), appointing three members in the person of directors Mr. Carlo Querci, Mr. Graziano Costantini and Mr. Massimiliano Capece Minutolo, qualifying as independent pursuant to the principles and criteria of the Corporate Governance Code of listed companies. On 25 November 2010, the Parent Company's Board of Directors resolved to approve: "Group Directive on related-party transactions" (the Directive), which sets out the model for related-party transactions establishing roles and responsibilities of internal relevant functions and related implementing processes: the ―Procedure for related-party transactions‖ (the Procedure), which, translating the contents of the Directive into practice, illustrates the organisational choices and solutions identified by the Group for alignment with Consob regulations. The Procedure was published on the Parent Company's website and is therefore available in full-text version at the following link: www.mps.it/Investor+Relations/Corporate+Governance/Procedura+in+materia+di+operazioni+con+parti+corr elate.htm The Directive and Procedure became effective on 1 January 2011, without prejudice for disclosure obligations applicable to major transactions as of 1 December 2010. On this connection, it is noted that in December 2010, the Parent Company did not carry out any major transactions. For this reason, it was not necessary to fulfill any disclosure obligation (filing for public consultation with the Company's registered office of the Disclosure Document reported in Annex 4 to the Regulations, together with the Committee's opinion, by no later than 7 days from transaction approval. In the course of 2010, the Montepaschi Group did not conduct any transactions which by nature, consideration, mode or time of implementation might have effects on the safeguarding of corporate assets or the completeness and accuracy of information, including accounting information, relating to the Parent Company and to the MPS Group and therefore involving obligations of market disclosure pursuant to art. 71 bis of Consob Regulation no. 11971 (although repealed as of 1 December 2010 with Consob Resolution no. 17221 of 12 March 2010). Information is provided below regarding certain transactions effected by the Montepaschi Group over the same period which deserve specific mention. All transactions approved by the Board of Directors of the Parent Company or of other Group companies, were conducted on the basis of assessments of mutual economic benefit. 392 Consolidated Notes to Financial Statements – Part H – Related-party transactions January 2010 During the ordinary review of loans to the Group headed by Mr. Francesco Gaetano Caltagirone, Deputy Chairman of Banca Monte dei Paschi di Siena S.p.A., an extension of the different forms of ordinary credit lines was approved for the amount of approx. EUR 198 mln. Extension of lines of credit amounting to EUR 9.5 mln, in favour of Sansedoni S.p.A.. It should be noted that Sansedoni S.p.A. is an indirect related party of the Parent Company insofar as it is a company over which the MPS Foundation – in turn a related party of the Parent Company, insofar as it has a holding in the Parent Company sufficient to exercise significant influence over it- exerts significant influence (48%) and one in which the Parent Company itself has a significant interest (16%). February 2010 renewal of ordinary line of credit for EUR 75 mln in favour of Banca Popolare di Spoleto S.p.A.. Banca Popolare di Spoleto is a related party of the Parent Company insofar as it is under the joint control of the Parent Company and Spoleto Crediti e Servizi S.c.a.r.L.. mortgage loan for EUR 5.0 mln in favour of Agricola Merse S.p.A. by the subsidiary MPS Capital Services S.p.A.. Agricola Merse is a related party of the Parent Company insofar as it is a company in which MPS Capital Services S.p.A exercises significant influence (20% holding). New real estate mortgage loan disbursements in the amount of EUR 30.06 mln in favour of Immobiliare Caltagirone S.p.A. This company is part of the Group headed by Mr. Francesco Gaetano Caltagirone Deputy Chairman of the Parent Company. March 2010 real-estate mortgage loan granted to Sansedoni S.p.A. together with a line of credit to cover interest rate risk in the amount of EUR 5.3 mln. With regard to the nature of the related party transaction, the aforementioned considerations on Sansedoni S.p.A. shall apply. real-estate mortgage loan for EUR 36.5 mln granted to Fabrica Immobiliare SGR S.p.A. in its capacity as manager of the real estate closed-end fund Seneca. Fabrica Immobiliare SGR S.p.A. is an indirect related party of the Parent Company, insofar as the Parent Company exercises a significant influence over this company via MPS Investments S.p.A. which owns 49.99% of Fabrica Immobiliare‘s capital. It is noted that the Deputy Chairman of the Board of Directors of the Parent Company, Mr. Francesco Gaetano Caltagirone, indirectly controls Fincal 2000 S.p.A., a company which holds 50.01% of Fabrica Immobiliare. April 2010 With regard to the decision taken in the second half of 2009 concerning the sale of certain properties located in Rome, with disbursement of mortgage loans, to specific companies of the Group headed by Mr. Francesco Gaetano Caltagirone, Deputy Chairman of the Parent Company – re: Notes to the Financial Statements in the Annual Report 2009, Part H, Related-Party transactions – the Board of the Parent Company (subsequent to amendments regarding the possibility that transfer of ownership and disbursement of loans may be subject to counterparties being identified on a case-by-case basis) renewed its decision for MPS Immobiliare S.p.A. to proceed with the above-mentioned disposal. The majority of deeds and concessions required were completed in the first half of the year. 393 Consolidated Notes to Financial Statements - Part H – Related-party transactions May 2010 increase of ordinary credit lines to be used in various technical forms in the amount of EUR 175 mln in favour of Acea S.p.A.. This listed company is held to the extent of 13% by companies belonging to the group headed by Mr. Francesco Gaetano Caltagirone, Deputy Chairman of the Parent Company. new credit line in favour of the company, Aceaelectrabel Trading S.p.A. in the amount of EUR 15 mln. The company is an indirect subsidiary of Acea S.p.A., for which the aforementioned considerations shall apply. loan disbursements granted in the amount of EUR 16.5 mln in favour of the asset management company Fabrica Immobiliare SGR S.p.A. and Fondo Seneca managed by the AM company itself. With regard to the nature of the related party transaction, the aforementioned considerations on Fabrica Immobiliare SGR S.p.A. shall apply. June 2010 increase of credit line for EUR 45 mln and EUR 90 mln in favour of Axa MPS Financial Ltd. approved by the subsidiary, MPS Capital Services S.p.A.. Axa Mps Financial Ltd is a related party of the Parent Company insofar as it is entirely owned by AXA MPS Assicurazioni Vita S.p.A., a company on which the Parent Company exercises significant influence. Setup of a consortium for placements by the subsidiary MPS Capital Services S.p.A. for subscription of the Socrate Fund managed by Fabrica Immobiliare SGR S.p.A.. With regard to the nature of the related party transaction, the aforementioned considerations on Fabrica Immobiliare SGR S.p.A. shall apply. October 2010 Term extension of existing loans and new credit line for a total amount of EUR 8.3 mln in favour of Interporto Toscano ―Amerigo Vespucci‖ S.p.A. from Livorno, a party indirectly related to the Parent Company, insofar as the subsidiary MPS Capital Services S.p.A exercises significant influence on Interporto Toscano, by virtue of a 36.3% shareholding. November 2010 Term extension of existing loans for a total amount of EUR 15.8 mln in favour of Integra S.p.A., which is 50% owned by the subsidiary Consum.it S.p.A. and, as such, indirectly related to the Parent Company. new credit lines for a total amount of EUR 3.9 mln in favour of New Colle S.p.A.. The subsidiary MPS Investments (then merged by absorption by and into the Parent Company on 28 December 2010, with accounting and tax effects applicable as of 1 January 2010) used to hold a 49% stake in this company. Pursuant to regulations on related-party transactions, this percentage was relevant for defining New Colle S.p.A. as a Related Party. renewal of reduced lines of credit for a total of EUR 507.057 mln to Intermonte Sim S.p.A. Intermonte Sim is a party indirectly related to the Parent Company, insofar as the Parent Company holds a 20% stake in Intermonte Sim, arising from the afore-mentioned merger by absorption of MPS Investments S.p.A into Banca MPS. within the framework of the Group's asset disposal plan, The Parent Company's Board of Directors expressed itself favourably in November 2010 as regards the definition of the buying and selling price (EUR 5.5 mln) for a property which will be disposed of by the subsidiary MPS Immobiliare S.p.A. to the real estate company Caltagirone S.p.A., or any other entity of the Group indicated by the counterparty upon 394 Consolidated Notes to Financial Statements – Part H – Related-party transactions signing of the agreement. The real estate company Caltagirone S.p.A. is a party related to BMPS, insofar as the Deputy Chairman of BMPS, engineer Francesco Gaetano Caltagirone, controls it indirectly. December 2010 renewal, for the same amount and terms, of credit lines granted to Banca Popolare di Spoleto S.p.A. for a total amount of EUR 90.49 mln. With regard to the nature of the related party transaction, the aforementioned considerations on Popolare di Spoleto shall apply. new credit lines in favour of Siena Biotech S.p.A., for a total amount of EUR 31.9 mln, of which EUR 13.9 mln in loans and EUR 18 mln in novation of a loan previously granted to Sansedoni S.p.A.. Siena Biotech S.p.A. is an indirect related party of the Parent Company insofar as it is 95% controlled by the MPS Foundation, which is in turn a related party of the Parent Company, since its shareholding is sufficient to exercise significant influence over the Parent Company itself. The remaining 5% is owned by Sansedoni Siena S.p.A. 45, for which the considerations reported at the beginning of this section shall apply. renewal of increased credit lines of various types granted to the entity Terme di Chianciano S.p.A for a total amount of EUR 2.9 mln. The company is a related party of the Parent Company insofar as the laatter exercises significant influence over it, by virtue of a 34.65% shareholding. the Parent Company's Board of Directors resolves that EUR 1.3 mln -out of EUR 6 mln- be underwritten in relation to a 10-year floating rate debenture loan issued by the merchant bank, Finanziaria Senese di Sviluppo S.p.A., (FI.SE.S.). FI.SE.S. is a related party of the Parent Company, insofar as the MPS Foundation holds the controlling interest in the entity. The extraordinary sharehoders' meetings of the Parent Company on 29 March 2010 and 3 December 2010 approved the merger by absorption of companies Antenore Finance S.p.A., Theano Finance S.p.A., MPS Banca Personale S.p.A., MPS Sim S.p.A., Siena Mortgages 00 1 S.p.A. and Ulisse S.p.A. in liquidation by and into the Parent Company (29 March), as well as the mergers by absorption of companies Paschi Gestioni Immobiliari S.p.A. and MPS Investments S.p.A. by and into the Parent Company and the partial demerger of MPS Immobiliare S.p.A. in favour of Banca Antonveneta S.p.A. (3 December). All respective deeds of merger by absorption and partial demerger were entered into in the course of 2010. All merged and partially demerged companies were 100% controlled by the Parent Company and, for this reason, parties related to it. 45 In June, Sansedoni S.p.a. underwent a total non-proportional spin-off which led to the incorporation of two new entities, one for real estate development and the other, i.e. Sansedoni Siena S.p.a., focusing on asset development management and invested in by the Parent Company (21.75% shareholding). 395 Consolidated Notes to Financial Statements - Part H – Related-party transactions 2.a Associated companies 3112 2010 (in tho usands o f EUR) items/Amounts % on Amounts Total financial assets Total other assets Total financial liabilities Total other liabilities Consolidated 1.320.821 0,59% 27.166 0,57% 1.476.527 0,67% 31.763 0,54% Guaranties issue 130.333 1,25% Guaranties riceived 603.462 0,00% 2.b Transactions involving managers with strategic responsibility and other related parties 3112 2010 (in tho usands o f EUR) Executives with items/Amounts strategic responsibility Other related % on parties consolidated Total financial assets 2.085 343.270 0,16% Total financial liabilities 3.680 612.743 0,28% Total functioning costs 9.445 - 0,00% 7 324.194 3,10% 1.331 237.025 0,00% Guarantees issued Guarantees received 396 – Part I – Share-based payments 397 Consolidated Notes to Financial Statements – Part I – Share-based payments There are no Group payment agreements based on equity instruments according to the technical definition provided by the international accounting standard IFRS2 ―Share-based payment‖. For the sake of completeness of disclosure, in line with balance sheets for previous financial years, a brief description is, however, given below of the main characteristics of the plan to assign ordinary Banca Monte dei Paschi di Siena S.p.A. shares, free of charge, to employees by means of stock granting. STOCK GRANTING As regards the plan to assign ordinary Banca Monte dei Paschi di Siena S.p.A. shares, free of charge, to employees by means of stock granting, the Supplementary Corporate Labour Agreements of the Parent Company and some subsidiaries provide for a portion of the corporate bonus for employees to be related to the achievement of Budget objectives and disbursed by stock granting, with free-of-charge assignment of BMPS ordinary shares, differentiated by job category, in the following year. For 2010, the Parent Company did not reach the "minimum value" set out in the afore-mentioned Supplementary Corporate Labour Agreement as regards the achievement of Budget objectives, so no stock granting cost is incurred. As far as subsidiaries are concerned, approx. EUR 1 mln in costs is prudentially recorded in total, the actual disbursement of which will in any case be defined in a logic of consistency with the Group overall, in 2011 . 398 Allegati Part L – Segment reporting Montepaschi Group operations by business segment ................................................................................................ 400 CONSUMER BANKING ....................................................................................................................................... 401 CORPORATE BANKING....................................................................................................................................... 401 CORPORATE CENTER ......................................................................................................................................... 401 Profit and loss statement criteria by business segment .......................................................................................... 401 Basic criteria for the statement of capital aggregates by business segment .............................................................. 402 Transactions between business segments ............................................................................................................. 402 Preparation criteria ................................................................................................................................................ 403 399 Consolidated Notes to Financial Statements – Part L – Segment reporting This section of the Notes to the Financial Statements is prepared in accordance with the IAS/IFRS international accounting principles, with particular reference to IFRS 8 ―Operating Segments‖. The aforementioned accounting standard, applied as of 1 January 2009 to replace IAS 14 ―Segment reporting‖ and the adoption of which has no effect on the valuation of balance sheet items, requires reports to be drafted in relation to operating segments on the basis of the internal reporting actually used by management to take decisions on the allocation of resources to various segments and to conduct performance analyses. Montepaschi Group operations by business segment The Montepaschi Group operates all over Italy and in the major international markets, with operations ranging from traditional lending (i.e. short-/medium-/long-term loans to retail and corporate customers, leasing, factoring, consumer credit) to asset management (through equity interest in AM Holding), private banking, investment banking and corporate finance. Furthermore, the Group ensures the provision of bancassurance and social security products through its strategic partnership with AXA. As of 2001 the MONTEPASCHI Group introduced and gradually implemented Value Based management control instruments, with the objective of monitoring profitability by business areas and units. The Value Based Management system adopted by the Group proved appropriate to manage the criteria for the identification of business segments and the review of segment reporting principles set out by existing regulations, as well as to meet regulatory requirements for the reconciliation of internal management reporting with data used for external reporting. Within this context, for the purpose of identifying the operating segments provided for by the new IFRS 8, the Montepaschi Group adopted the business approach, selecting the main business segments of consolidated operations as the primary reporting basis for the breakdown of income/capital data, the results of which are periodically reported at the highest decision-making level. This breakdown results from logical aggregations of data from different legal entities; “divisionalised” (Banca Monte dei Paschi di Siena and Banca Antonveneta); “non-divisionalised” (product companies and other banks); “service units” which provide services and support within the Group. As at 31/12/2010 the Montepaschi Group can be broken down into the following business segments: Consumer banking; Corporate Banking; Credit Management; Human Resources, Organisation, Property and Logistics. Consequently, the segments identified for the purpose of the operating representation of the Group‘s results, also defined on the basis of criteria of business 'representativeness' / 'predominance', are as follows: Consumer banking, Corporate banking and the Corporate Centre which includes, among other things, “Credit managment” and “Human resources, Organization, Property and Logistics”. The business segments include segmentation of divisionalised Bank customers (Retail, Private, Family Office, Financial Advisory, Corporate and Key Clients) and figures from non-segmented legal entities (product companies and other banks), reflecting internal reporting, based on the Group‘s rules of governance (in line with the functional and hierarchical relations resulting from the Group‘s organisational structure as at 31/12/2010). In particular: 400 Consolidated Notes to Financial Statements – Part L – Segment reporting CONSUMER BANKING Consumer Banking is responsible for: attracting funds and supplying financial and non-financial services (also through the management of electronic payment instruments) to Retail customers of divisionalised entities (including small businesses) and those of non-divisionalised companies dealing with consumer credit, as well as the pro-rata interests of the Banca Popolare di Spoleto; the supply of a customised and exclusive range of products/services to Private customers, in order to meet their most sophisticated requirements in terms of asset management and financial planning, including advice on non-strictly financial services (i.e. tax planning, real estate, art & legal advisory) and financial promotion. CORPORATE BANKING Corporate Banking is responsible for managing operations with Corporate and Key Clients of the divisionalised entities and the product companies operating in the areas of short-/medium-/long-term corporate loans, corporate finance, leasing and factoring, investment banking and financial engineering, equity capital markets and brokerage. This operating segment also covers operations carried out by foreign subsidiaries and foreign banks, apart from the entity governed by Monegasque law which, specialising in Private client management, comes under the Consumer Banking segment. CORPORATE CENTER The Corporate Centre is an aggregation of: operating units which, on an individual basis, are below the benchmarks required for primary reporting; the Group‘s head office units (including governance and support, proprietary finance, equity investments and segments of divisionalised entities, which include in particular ALM, Treasury and Capital Management); service units providing support to Group units, particularly with regard to collection of doubtful loans (reporting to the Credit Management Area), real estate management, and IT systems management and development (all reporting to the ―Human Resources, Organisation, Property and Facility Management). The Corporate Centre also incorporates the results of Biverbanca, the profit & loss of companies consolidated at equity and those held for sale, as well as cancellations of intragroup entries. The aggregate also includes the P&L figures generated by the branches sold and reported up to the date of sale (31 May 2010: sale of 22 branches to the CARIGE group; 14 June 2010: sale of 50 branches to the Intesa-SanPaolo Group), previously under the Consumer banking division. Profit and loss statement criteria by business segment The net operating income by business segment was constructed based on the following criteria: Net interest income, in relation to segments of divisionalised entities, is calculated by contribution on the basis of internal transfer rates by product and maturity. With reference to other Group entities, net interest income is represented by the difference between ―interest income and similar revenues‖ and ―interest expense and similar charges‖. Net fees and commissions are determined by direct allocation of real commissions to the business segments. Net impairment losses/reversals on loans, are allocated to the business segments which originated them. The balance sheet aggregate is allocated on the basis of provisioning percentages applied to analytical operational flows of performing loans transitioning to non-performing or watchlist. Operating expenses include administrative expenses (after recovery of expenses) and net value adjustments to tangible and intangible assets. As regards non-divisionalised entities (mono-segments), total operating expenses converge to the corresponding business segments. As regards, however, divisionalised companies (Banca Monte dei Paschi di Siena and Banca Antonveneta) a cost allocation model is adopted. This model, with reference to ―other administrative expenses and net value adjustments to tangible and intangible assets‖, reverses costs to business centres on the basis of a set of pre-identified services, allocating to the Corporate Centre those costs which cannot reasonably be attributed to business centres. With 401 Consolidated Notes to Financial Statements – Part L – Segment reporting reference, however, to personnel costs, the model allocates cost to business centres on the basis of the functional position of the resources, or, if this is not possible, in relation to specific criteria relating to the operations performed. Basic criteria for the statement of capital aggregates by business segment Capital aggregates are represented by using the internal reporting system as a starting point in order to identify the accounts directly attributable to the segments. Such accounts are related to income/expenses allocated to each segment. In particular: 'Active' loans and advances to customers are the assets used for the operations of a business segment, which are directly attributable to the segment itself; Customer accounts and debt securities in issue are the liabilities arising from the operations of a business segment, which are directly attributable to the segment itself. Transactions between business segments Income and the results of each segment include transfers between business segments. These transfers are reported in accordance with the best practices accepted by the market (i.e. the method of fair value or the method of cost increased by a proper margin) both with respect to commercial and financial transactions. The income of each business segment is determined before intragroup balances and intragroup transactions are eliminated during the process of consolidation. If intragroup transactions are executed between entities belonging to the same business segment, the respective balances are eliminated within such segment. The balances of intragroup transactions are not shown separately, in line with the internal reporting system used by the Montepaschi Group. 402 Consolidated Notes to Financial Statements – Part L – Segment reporting Preparation criteria In accordance with the recommendations of IFRS 8, for the purposes of consistent disclosure of information, account was taken of the above-described changes to the Group‘s organisational structure as at 31/12/2010, as well as of the criteria adopted for the allocation of ―Net impairment losses/reversals on loans‖ to the business segments on the basis of provisioning percentages applied to the analytical operational flows of performing loans transitioning to non-performing or watchlist. Below is a breakdown of the MPS Group‘s P&L/capital aggregates as at 31/12/2010, on the basis of the aforementioned business segments: The table below shows historical data as at 31/12/2009 (see Financial Report as at 31 December 2009): For a like-for-like comparison of operations in 2009/2010 please refer to the Report on Operations in the section ―Segment reporting‖. 403 404 CONSOLIDATED FINANCIAL STATEMENTS CERTIFICATION PURSUANT TO ARTICLE 81-TER OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED 405 406 AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 407 408 409 410 Nota integrativa - Allegati di Nota Integrativa ANNEXES Disclosure of audit firm fees ................................................................................................................................... 412 PENSION FUNDS – defined benefit sections free of plan-servicing assets ................................................................... 413 Significant interests in unlisted companies as at 31/12/2010 held by Banca Monte dei Paschi di Siena S.p.A. direct and/or via Group companies pursuant to art. 120, paragraph three of Legislative Decree No. 58 of 24/02/98 and articles 125 and 126 of CONSOB resolution No. 11971 of 14/05/99 ................................................................................................. 424 411 Consolidated Notes to Financial Statements – Annexes Disclosure of audit firm fees With the aim of making reporting on the Parent Company‘s relations with its own Auditors more transparent, CONSOB, with its resolutions No. 15915 of 3 May 2007 and No. 15960 of 30 May 2007, implemented the delegation of authority contained in art.160 of the Consolidated Law on Finance (Incompatibility), introducing Part III, Section VI, of the Issuers‘ Regulation, Part I-bis (Incompatibility) which contains articles from 149-bis to 149duodecies. With this amendment CONSOB chose to include this disclosure in the documents accompanying the financial statements with a mandatory requirement to disclose payments received for auditing and other services supplied by the Auditors or by entities forming part of their network. The table below shows all payments made to the Auditors and to others forming part of its network, broken down by type of service. Disclosure of fees for independent Audit firms and other entities relating thereto (pursuant to art.149 duodecies of CONSOB resolution No. 15915 of 3 May 2007) 3112 2010 Type of services Service provider Total Auditing KPMG S.p.A. Auditing KPMG Luxembourg Auditing KPMG Belgium CVBA/SC SCRL Auditing KPMG Dublin S.p.A. 58 Auditing KPMG LLP - USA 24 Certification KPMG S.p.A. Tax advisory services (*) KPMG 67 Tax advisory services K Studio Associato 79 Tax advisory services (*) KPMG Dublin S.p.A. 22 Tax advisory services Studio assoc. Consul. Legale e Tributaria S.p.A. 44 Other services KPMG S.p.A. 332 Other services KPMG Advisory S.p.A. 399 Other services KPMG Dublin S.p.A. 24 Other services K Studio Associato 19 1.998 8 101 547 3.722 Fees are net of VAT and ancillary expenses. (*): services carried out for the Parent Company's foreign branches by local KPMG offices. 412 Consolidated Notes to Financial Statements – Annexes PENSION FUNDS – defined benefit sections free of plan-servicing assets Pension Fund “Complementary pension provision for ex-Tax Collection Concessions staff” Accounting statement as at 31/12/2010 Opening balances as at 01/01/2010 24.362.621 Increases 980.962 - provisions for the year 980.962 - Other variations - Decreases 2.099.978 - Benefit paid 2.099.978 Closing balances as at 31/12/2010 23.243.605 Pension Fund “ Complementary pension provision for ex-Banca Operaia di Bologna staff” Accounting statement as at 31/12/2010 Opening balances as at 01/01/2010 7.584.285 Increases 897.765 - provisions for the year 857.406 - Other increases 40.359 Decreases 595.193 - Benefit paid 595.193 - other decreases - Closing balances as at 31/12/2010 7.886.857 Pension Fund “Complementary pension provision for ex-Banca di Credito Popolare e Cooperativo of Reggio Emilia staff” Accounting statement as at 31/12/2010 Opening balances as at 01/01/2010 581.188 Increases 46.771 - provisions for the year 46.771 - Other increases - Decreases 38.739 - Benefit paid 38.739 - other decreases - Closing balances as at 31/12/2010 589.220 Pension Fund “ Complementary pension provision for ex-Banca Popolare Veneta staff” Accounting statement as at 31/12/2010 Opening balances as at 01/01/2010 1.781.977 Increases 37.108 - provisions for the year 37.108 - Other increases - Decreases 243.837 - Benefit paid 243.837 Closing balances as at 31/12/2010 1.575.248 413 Consolidated Notes to Financial Statements – Annexes Pension Fund “Complementary pension provision for ex-MPS Capital Services Banca per l’imprese S.p.A. staff” Accounting statement as at 31/12/2010 Opening balances as at 01/01/2010 6.708.918 Increases 54.819 - provisions for the year 54.819 Decreases 605.760 - Benefit paid 605.760 Closing balances as at 31/12/2010 6.157.977 Pension Fund “Complementary pension provision for ex-Cassa di risparmio di Biella e Vercelli S.p.A. staff” Accounting statement as at 31/12/2010 Opening balances as at 01/01/2010 28.035.310 Increases - - provisions for the year - - Other increases - Decreases 3.325.022 - Benefit paid 2.650.041 - other decreases 674.981 Closing balances as at 31/12/2010 24.710.288 414 Consolidated Notes to Financial Statements – Annexes PENSION FUNDS - Defined benefit and defined contribution company pension funds with plan assets "Supplementary pension plan in favour of the personnel of former BNA" BALANCE SHEET Assets 10 Direct investments 31 12 2010 31 12 2009 Changes 27.839.656 29.305.869 (1.466.213) 288.628 473.610 (184.982) a) Deposits b) Receivables from repo transactions c) Securities issued by Governments and other international institutions - - - - 27.212.278 d) Listed debt securities 28.489.075 (1.276.797) e) Listed equity securities - - f) Unlisted debt securities - - g) Unlisted equity securities - - h) Units of UCITS - - i) Options purchased - - 338.750 l) Accrued income and prepayments 343.184 (4.434) m) Profit guarantees released to pension fund - - n) Other assets from financial activities - - o) Accrued income not yet received - - 20 Managed investments - - 30 Profit guarantees on individual accounts - - 40 Assets from administrative activities - - 50 Tax receivables - - 27.839.656 TOTAL ASSETS Liabilities 31 12 2010 29.305.869 31 12 2009 (1.466.213) Changes 10 Liabilities from social security - 0 - 20 Liabilities from financial activities - 0 - 30 Profit guarantees on individual accounts - 0 - 40 Liabilities from administrative activities - 0 - 50 Tax payables 28.657 261.861 28.657 261.861 (233.204) 27.810.999 29.044.008 (1.233.009) TOTAL LIABILITIES 100 Net assets available for payment of benefits Net assets available for payment of benefits in previous year Changes in net assets available for payment of benefits (233.204) 29.044.008 (1.233.009) 415 28.560.365 483.643 483.643 (1.716.652) Consolidated Notes to Financial Statements – Annexes INCOME STATEMENT 31 12 2010 10 Balance of social security management 31 12 2009 (1.464.867) Changes (1.513.870) 49.003 a) Contributions for benefits - - - b) Advances - - - c) Transfers and redemptions - - - d) Transfers to annuities - - - e) Payments in capital - - - f ) Premiums for additional benefits - - - (1.464.867) (1.513.870) 49.003 - - - 260.515 2.380.554 (2.120.039) 1.130.372 1.156.642 (26.270) g) Payments in annuities h) Other payments 20 Profit (loss) from direct financial activities a) Interest and profit on bonds and government securities b) Interest on cash equivalents 51.044 (49.106) (871.795) 1.938 1.172.868 (2.044.663) d) Interest (expense) from repo transactions - - - e) Pension fund profit guarantee difference - - - d) Contingent assets - - - g) Forfeitures charged to the participants - - - h) Kickbacks from UCITS - - - i) Commission expense - - - 30 Profit (loss) from indirect financial activities - - - 40 Operating expenses - - - a) Management companies - - - b) Custodian bank - - - c) insurance policy - - - d) 'State supervision' contribution - - - 260.515 2.380.554 (2.120.039) - - - - - - c) Profits and losses from financial transactions 50 Financial and insurance income (loss) (20 +30 + 40) 60 Balance from administrative activities a) General and administrative expenses 70 Changes in net assets available for payment of benefits before substitute tax (10+50+60) 80 Substitute tax (1.204.352) (28.657) Changes in net assets available for payment of benefits (1.233.009) (70+80) 416 866.684 (383.041) 483.643 (2.071.036) 354.384 - Consolidated Notes to Financial Statements – Annexes "Supplementary pension plan in favour of the personnel of Banca Toscana" - defined-benefit BALANCE SHEET Assets 10 Direct investments 31 12 2010 31 12 2009 Changes 108.211.000 113.522.875 (5.311.875) 96.261.784 102.791.407 (6.529.623) a) Deposits b) Receivables from repo transactions - - - c) Securities issued by Governments and other international institutions - - - d) Listed debt securities - - - e) Listed equity securities - - - f) Unlisted debt securities 11.674.876 10.457.128 1.217.748 g) Unlisted equity securities - - - h) Units of UCITS - - - i) Options purchased - - - l) Accrued income and prepayments 274.340 274.340 - m) Profit guarantees released to pension fund - - - n) Other assets from financial activities - - - o) Accrued income not yet received - - - 20 Managed investments - - - 30 Profit guarantees on individual accounts - - - 40 Assets from administrative activities - - - 50 Tax receivables - - - 108.211.000 113.522.875 (5.311.875) 31 12 2010 31 12 2009 Changes TOTAL ASSETS Liabilities 10 Liabilities from social security - - - 20 Liabilities from financial activities - - - 30 Profit guarantees on individual accounts - - - 40 Liabilities from administrative activities - - - 50 Tax payables - - - TOTAL LIABILITIES - - - 108.211.000 113.522.875 (5.311.875) 100 Net assets available for payment of benefits Net assets available for payment of benefits in previous year 113.522.875 119.081.948 (5.559.073) Changes in net assets available for payment of benefits (5.311.875) (5.559.073) 247.198 417 Consolidated Notes to Financial Statements – Annexes INCOME STATEMENT 31 12 2010 10 Balance of social security management (11.482.480) Changes (11.749.666) 267.186 a) Contributions for benefits - 142.476 (142.476) b) Advances - - - c) Transfers and redemptions - - - d) Transfers to annuities - - - e) Payments in capital - - - f ) Premiums for additional benefits - - - (11.482.480) (11.892.142) 409.662 - - - 6.170.675 6.191.695 (21.020) a) Dividends and interest 4.952.927 5.446.627 (493.700) b) Profits and losses from financial transactions 1.217.748 745.068 472.680 c) Fees and commissions on stock lending - - - d) Proits and losses rom repo transactions - - - e) Pension fund profit guarantee difference - - - d) Contingent assets - - - g) Forfeitures charged to the participants - - - h) Kickbacks from UCITS - - - i) Commission expense - - - - - - g) Payments in annuities h) Other payments 20 Profit (loss) from direct financial activities 30 Profit (loss) from indirect financial activities 40 Operating expenses (71) (1.102) 1.031 a) Management companies - - - b) Custodian bank - - - c) insurance policy - - - (71) (1.102) 1.031 d) 'State supervision' contribution 50 Financial and insurance income (loss) (20 +30 + 40) 6.170.604 6.190.593 - - - - - - 60 Balance from administrative activities a) General and administrative expenses 70 31 12 2009 Changes in net assets available for payment of benefits before substitute tax (10+50+60) (5.311.876) 80 Substitute tax Changes in net assets available for payment of benefits (70+80) (5.311.876) 418 (19.989) (5.559.073) 247.197 - - (5.559.073) 247.197 Consolidated Notes to Financial Statements – Annexes "Supplementary pension plan in favour of the personnel of Banca Toscana" - defined contribution BALANCE SHEET Assets 10 31 12 2010 31 12 2009 Changes 230.155.565 239.558.259 (9.402.694) 21.229.235 17.683.995 3.545.240 b) Receivables from repo transactions - - - c) Securities issued by Governments and other international institutions - - - d) Listed debt securities - - - e) Listed equity securities - - - f) Unlisted debt securities - - - g) Unlisted equity securities - - - 207.642.979 220.854.733 (13.211.754) i) Options purchased - - - l) Accrued income and prepayments - - - m) Profit guarantees released to pension fund - - - n) Other assets from financial activities - - - o) Accrued income not yet received - - - 1.283.351 1.019.531 263.820 Direct investments a) Deposits h) Units of UCITS p) Secured insurance policy 20 Managed investments - - - 30 Profit guarantees on individual accounts - - - 40 Assets from administrative activities - - - a) Cash and bank deposits - - - b) Intangible fixed assets - - - c) Tangible fixed assets - - - d) Other assets from administrative activities - - - 542.851 1.735.445 (1.192.594) 230.698.416 241.293.704 (10.595.288) 31 12 2010 31 12 2009 50 Tax receivables TOTAL ASSETS Liabilities Changes 10 Liabilities from social security - - - 20 Liabilities from financial activities - - - 30 Profit guarantees on individual accounts - - - 40 Liabilities from administrative activities - - - 50 Tax payables - - - TOTAL LIABILITIES - - - 230.698.416 241.293.704 100 Net assets available for payment of benefits Net assets available for payment of benefits in previous year 241.293.704 Changes in net assets available for payment of benefits (10.595.288) 419 203.287.097 38.006.607 (10.595.288) 38.006.607 (48.601.895) Consolidated Notes to Financial Statements – Annexes INCOME STATEMENT 31 12 2010 31 12 2009 (24.971.375) Changes 5.402.571 (30.373.946) a) Contributions for benefits 19.239.974 20.799.533 (1.559.559) b) Advances (4.473.247) (3.894.795) (578.452) (32.531.841) (4.210.542) (28.321.299) - - - (7.141.226) (7.291.625) 150.399 (65.035) - (65.035) g) Payments in annuities - - - h) Other decreases - - - 16.155.267 36.644.500 (20.489.233) 99.529 190.292 (90.763) 14.559.574 33.324.848 (18.765.274) c) Fees and commissions on stock lending - - - d) Proits and losses rom repo transactions - - - e) Pension fund profit guarantee difference - - - d) Contingent assets - - - g) Forfeitures charged to the participants - - - h) Kickbacks from UCITS 986.031 906.437 79.594 i) Commission expense (66.054) (29.340) (36.714) l) Tax receivables on revenues from mutual funds 576.187 2.252.263 (1.676.076) - - - 10 Balance of social security management c) Transfers and redemptions d) Transfers to annuities e) Payments in capital f ) Premiums for additional benefits 20 Profit (loss) from direct financial activities a) Dividends and interest b) Profits and losses from financial transactions 30 Profit (loss) from indirect financial activities (10.398) 40 Operating expenses (10.752) 354 a) Management companies - - - b) Custodian bank - - - c) insurance policy - - - (10.398) (10.752) 354 d) 'State supervision' contribution 50 Financial and insurance income (loss) (20 +30 + 40) 60 Balance from administrative activities a) General and administrative expenses 16.144.869 36.633.748 (20.488.879) - - - - - - (8.826.506) 42.036.319 70 Changes in net assets available for payment of benefits before substitute tax (10+50+60) (1.768.782) 80 Substitute tax Changes in net assets available for payment of benefits (70+80) (10.595.288) 420 (4.029.712) 38.006.607 (50.862.825) 2.260.930 (48.601.895) A GRICOLA M ERSE S.R.L. 4 5 421 21 22 20 18 19 17 16 15 11 12 13 14 10 9 7 8 6 A GRIFORM SOCIETA ' COOP ERA TIVA A GRICOLA A GRISVILUP P O S.P .A . A LEXA SP A IN LIQUIDA ZIONE A NTONIA NA VENETA P OP OLA RE A SSICURA ZIONI S.P .A . A NTONIA NA VENETA P OP OLA RE VITA S.P .A . A NTONVENETA CA P ITA L L.L.C. I A NTONVENETA CA P ITA L L.L.C. II A NTONVENETA CA P ITA L TRUST I A NTONVENETA CA P ITA L TRUST A SSET M A NA GEM ENT HOLDING S.P .A A XA M P S A SSICURA ZIONI DA NNI SOCIETA ' P ER A ZIONI A XA M P S A SSICURA ZIONI VITA SOCIETA ' P ER A ZIONI A Z S.P .A . B A NCA A NTONVENETA S.P .A . B A NCA M ONTE P A SCHI B ELGIO S.A . B A SSILICHI S.P .A . B ELL S.A .R.L. IN LIQUIDA ZIONE A EROP ORTO DI SIENA SP A A GENZIA P ER LA TRA SFORM A ZIONE TERRITORIA LE IN VENETO S.P .A . A GRICOLA FA VA SRL 3 A D. IM P RESA SP A 1 2 Investee SCHIO P A DOVA 1040 B RUXELLES B ELGIQUE M ONTERIGGIONI LUXEM B OURG ROM A ROM A M ILA NO STA TI UNITI D'A M ERICO STA TI UNITI D'A M ERICA STA TI UNITI D'A M ERICA STA TI UNITI D'A M ERICA TRIESTE TRIESTE M A NTOVA FIRENZE SOM M A CA M P A GNA A SSA GO M ILA NO B A GNOLI DI SOP RA SOVICILLE M ILA NO Registered Office SI VI PD RM RM MI TS TS MN FI VR MI MI PD SI MI City B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B A NCA A NTONVENETA S.P .A . B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. A GRISVILUP P O S.P .A . B anca M o nte dei P aschi di Siena S.p.a. M P S CA P ITA L SERVICES B A NCA P ER LE IM P RESE S.P .A . B A NCA A NTONVENETA S.P .A . B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. Investo r 92.660 201.741 307.914 1.006.300.000 24.950.000 1.250.000 1.246.817 10 10 5 5 50.000.000 6.700.000 66.871 1.430.000 2.000 5.000.000 360.133 11.974.581 200.000 no shares/shake 11,74 17,94 100,00 100,00 50,00 50,00 22,24 100,00 100,00 100,00 100,00 50,00 50,00 99,07 11,00 14,23 20,00 10,01 21,38 20,00 11,74 17,94 100,00 100,00 50,00 50,00 22,24 100,00 100,00 100,00 100,00 50,00 50,00 99,07 11,00 12,00 20,00 10,01 21,38 20,00 %of Shareho vo ting lding (%) rights Ownership 735.000 1 49,00 50,00 92.660 201.741 307.914 735.000 1.006.300.000 24.950.000 1.250.000 1.246.817 10 10 5 5 50.000.000 6.700.000 66.871 1.430.000 2.000 5.000.000 1 360.133 11.974.581 11,74 17,94 100,00 49,00 100,00 50,00 50,00 22,24 100,00 100,00 100,00 100,00 50,00 50,00 99,07 11,00 14,23 20,00 50,00 10,01 21,38 20,00 11,74 17,94 100,00 49,00 100,00 50,00 50,00 22,24 100,00 100,00 100,00 100,00 50,00 50,00 99,07 11,00 12,00 20,00 50,00 10,01 21,38 20,00 %of Shareho vo ting lding (%) rights To tal 200.000 no no shares/sh Shareho shares/shake ake lding (%) P ledge Significant interests in unlisted companies as at 31/12/2010 held by Banca Monte dei Paschi di Siena S.p.A. direct and/or via Group companies pursuant to art. 120, paragraph three of Legislative Decree No. 58 of 24/02/98 and articles 125 and 126 of CONSOB resolution No. 11971 of 14/05/99 Consolidated Notes to Financial Statements – Annexes 422 42 41 40 39 34 35 36 37 38 33 32 31 30 29 28 27 23 24 25 26 CIRENE FINA NCE SRL CISFI SP A CO.E.M . COSTRUZIONI COLLE P ROM OZIONE S.P .A . COM M ERFIN SOCIETA ' CONSORZIO A GRA RIO DI SIENA SOCIETA ' COOP ERA TIVA A RESP ONSA B ILITA ' LIM ITA TA CONSORZIO A GRA RIO LOM B A RDO VENETO SOC. COOP . A R.L. CONSORZIO ETRURIA SOCIETA ' COOP ERA TIVA A R.L. CONSORZIO GRA NTERRE CA SEIFICI E A LLEVA M ENTI SOCIETA ' COOP ERA TIVA A GRICOLA B ETA P RIM A S.R.L. B IO P A LA CE SRL B IOFUND S.P .A . CA M P OVERDE S.P .A . A GRICOLA CA NTINA SOCIA LE DI A RCETO SOCIETA ' COOP ERA TIVA A GRICOLA CA NTINE RIUNITE & CIV SOCIETA ' COOP ERA TIVA A GRICOLA CA SA LB OCCONE ROM A S.P .A . CA SEIFICIO SOCIA LE DEL P A RCO SOCIETA ' COOP ERA TIVA CA SSA DI RISP A RM IO DI B IELLA E VERCELLI S.P .A . CE.M I. 91SRL CENTRO SP ORTIVO P ETRA RCA IM P IA NTI RUGB Y P A DOVA S.P .A . Investee MO FI M ONTELUP O FIORENTINO M ODENA VR SI TV NA RM SI RM PD RM BI RE SI RE RE SI PD SI CS City VERONA SIENA CONEGLIA NO NA P OLI ROM A COLLE DI VA L D ELSA ROM A P A DOVA ROM A B IELLA RA M ISETO SIENA CA M P EGINE SCA NDIA NO SIENA P A DOVA SIENA CA STROVILLA RI Registered Office A GRISVILUP P O S.P .A . B anca M o nte dei P aschi di Siena S.p.a. A GRISVILUP P O S.P .A . B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B A NCA A NTONVENETA S.P .A . B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. A GRISVILUP P O S.P .A . B anca M o nte dei P aschi di Siena S.p.a. A GRISVILUP P O S.P .A . A GRISVILUP P O S.P .A . B anca M o nte dei P aschi di Siena S.p.a. B A NCA A NTONVENETA S.P .A . B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. Investo r 3.120 1.675.495 200 1.427 6.000 3.934.011 8.304.093 2.400 303.798 1.020 75.258.793 400 26.100 2.996 12.000 800.000 10,13 14,76 11,57 18,43 60,00 8,91 40,20 12,00 15,00 12,18 60,42 29,49 33,67 11,33 10,63 13,68 1,35 0,00 0,02 0,05 60,00 8,91 40,20 12,00 15,00 12,18 60,42 3,03 33,67 0,19 0,93 13,68 %of Shareho vo ting lding (%) rights 360.487 34,07 34,07 no shares/shake Ownership To tal 674.035 10.494.939 10.000 1,53 50,80 100,00 3.120 1.675.495 200 1.427 6.000 4.608.046 18.799.032 2.400 303.798 1.020 10.000 75.258.793 400 26.100 2.996 12.000 10,13 14,76 11,57 49,99 60,00 10,44 91,00 12,00 15,00 12,18 100,00 60,42 29,49 33,67 11,33 10,63 1,35 0,00 0,02 0,15 60,00 10,44 91,00 12,00 15,00 12,18 100,00 60,42 3,03 33,67 0,19 0,93 no %of no shares/sh Shareho Shareho vo ting shares/shake ake lding (%) lding (%) rights 220.534 20,84 581.021 54,91 54,91 91.800 100,00 91.800 100,00 100,00 800.000 13,68 13,68 5.200.000 27,44 5.200.000 27,44 27,44 P ledge Consolidated Notes to Financial Statements – Annexes 423 60 59 58 54 55 56 57 53 52 49 50 51 48 46 47 45 44 43 G B S GROUP S.P .A . G.A .L. M ONTA GNE B IELLESI SOCIETA ' CONSORTILE A RESP . LIM ITA TA CONSORZIO TRIVENETO SP A CONSUM .IT S.P .A . DOCUTEL COM M UNICA TION SERVICES SP A ECO P ISA NA SRL EDI.B . SP A EUROB IC TOSCA NA SUD S.P .A . EUROP ROGETTI & FINA NZA S.P .A . IN LIQUIDA ZIONE FA B RICA IM M OB ILIA RE SOCIETA ' DI GESTIONE DEL RISP A RM IO S.P .A . FIDI TOSCA NA S.P .A . FIN.SER. S.P .A . FINVETRO SRL FIRENZE P A RCHEGGI S.P .A . FONDO ITA LIA NO D'INVESTIM ENTO SGR SP A CONSORZIO OP ERA TIVO GRUP P O M ONTEP A SCHI CONSORZIO INTERREGIONA LE ORTOFRUTTICOLI SOC. COOP . A R.L. CONSORZIO LA TTERIE SOCIA LI M A NTOVA NE VIRGILIO SOCIETA ' A GRICOLA COOP ERA TIVA Investee CA SA P INTA P A DOVA M ILA NO FIRENZE P A DOVA M ONSELICE FIRENZE ROM A ROM A ROM A GUB B IO P OGGIB ONSI SIENA P A DOVA SIENA SIENA M A NTOVA P A RM A Registered Office BI PD MI FI PD PD FI RM RM RM PG SI SI PD SI SI MN PR City CA SSA DI RISP A RM IO DI B IELLA E VERCELLI S.P .A . B A NCA A NTONVENETA S.P .A . B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B A NCA A NTONVENETA S.P .A . B A NCA A NTONVENETA S.P .A . B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B A NCA A NTONVENETA S.P .A . B anca M o nte dei P aschi di Siena S.p.a. CA SSA DI RISP A RM IO DI B IELLA E VERCELLI S.P .A . CONSUM .IT S.P .A . M ONTE DEI P A SCHI DI SIENA LEA SING & FA CTORING B A NCA P ER I SERVIZI FINA NZIA RI A LLE IM P RESE S.P .A M P S CA P ITA L SERVICES B A NCA P ER LE IM P RESE S.P .A . M P S GESTIONE CREDITI B A NCA S.P .A . B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. A GRISVILUP P O S.P .A . A GRISVILUP P O S.P .A . Investo r 3.000 10,34 14,29 16,46 81.568 500.000 29,18 15,00 49,99 10,11 18,05 18,49 553.990 1.500 35.993 1.900.000 268.576 278.293 15,00 0,03 10,13 100,00 3.902.209 218.400 357.000.000 75.000 0,06 7.804.418 0,03 3.902.209 0,03 0,03 3.902.209 3.902.209 0,03 99,79 24,14 16,67 10,34 14,29 16,46 29,18 15,00 49,99 10,11 18,05 18,49 15,00 0,03 10,13 100,00 0,06 0,03 0,03 0,03 0,03 99,79 2,77 13,04 %of Shareho vo ting lding (%) rights 3.902.209 12.971.477.114 120.000 1.000 no shares/shake Ownership 5.120.000 19.531 10.000 51,20 100,00 100,00 49,99 10,11 100,00 18,05 18,49 15,00 10,13 100,00 100,00 24,14 3.000 5.120.000 500.000 10,34 51,20 14,29 553.990 29,18 1.500 15,00 19.531 100,00 81.568 16,46 35.993 1.900.000 10.000 268.576 278.293 75.000 218.400 357.000.000 12.998.792.577 120.000 16,67 10,34 51,20 14,29 29,18 15,00 100,00 16,46 49,99 10,11 100,00 18,05 18,49 15,00 10,13 100,00 100,00 2,77 13,04 %of Shareho vo ting lding (%) rights To tal 1.000 no no shares/sh Shareho shares/shake ake lding (%) P ledge Consolidated Notes to Financial Statements – Annexes 424 85 84 83 82 81 79 80 78 76 77 75 74 72 73 71 69 70 68 66 67 65 62 63 64 61 P A RM A M ILA NO CORTINA D'A M P EZZO M ilano B RESCIA CA SUM A RO GROSSETO P A DOVA LECCE M ONTECOSA RO P OGGIB ONSI B ISCEGLIE Registered Office LE ROB INIE SP A IM P IA NTI S.R.L. INDUSTRIA ELETTRICA INDEL SOCIETA ' P ER A ZIONI IN LIQUIDA ZIONE INDUXIA S.R.L. IN LIQUIDA ZIONE INIZIA TIVE IM M OB ILIA RI SRL INSEDIA M ENTI P RODUTTIVI P IEM ONTE SETTENTRIONA LE S.P .A . SIGLA B ILE NORDIND S.P .A . INTEGRA SP A INTERM ONTE SIM S.P .A . INTERP ORTO TOSCA NO A . VESP UCCI ITA LCA RNI SOCIETA ' COOP ERA TIVA A GRICOLA K 7 SRL LA TTERIA SOCIA LE M A NTOVA SOCIETA ' A GRICOLA COOP ERA TIVA REGGIO NELL'EM ILIA P ORTO M A NTOVA NO M ILA NO CA RP I COLLESA LVETTI FIRENZE M ILA NO VERCELLI M ILA NO M ILA NO M ILA NO M ILA NO IM M OB ILIERE VICTOR HUGO S.C.I. 75009 P A RIS FRA NCE G.A .L. P ONTE LA M A SOCIETA ' CONSORTILE A RESP ONSA B ILITA ' LIM ITA TA G.IM M .A STOR S.R.L. G.P . M ORRO SRL GE.CO.ER SRL GIOTTO FINA NCE 2 SOCIETA ' DI CA RTOLA RIZZA ZIONE SRL GOVONI SIM B IA NCA SP A GROSSETO SVILUP P O S.P .A . HOP A SOCIETA P ER A ZIONI HOLDING DI P A RTECIP A ZIONI A ZIENDA LI IN SIGLA HOP A S.P .A . HOTEL A M B RA SRL I.CA SA SRL IM M OB ILIA RE CENTRO M ILA NO S.P .A . IM M OB ILIA RE P A RM A SRL Investee RE MN MI MO LI FI MI VC MI MI MI MI PR MI BL MI BS FE GR PD LE MC SI BA City B anca M o nte dei P aschi di Siena S.p.a. A GRISVILUP P O S.P .A . B anca M o nte dei P aschi di Siena S.p.a. A GRISVILUP P O S.P .A . CONSUM .IT S.P .A . B anca M o nte dei P aschi di Siena S.p.a. M P S CA P ITA L SERVICES B A NCA P ER LE IM P RESE S.P .A . CA SSA DI RISP A RM IO DI B IELLA E VERCELLI S.P .A . B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B A NCA A NTONVENETA S.P .A . B anca M o nte dei P aschi di Siena S.p.a. M P S CA P ITA L SERVICES B A NCA P ER LE IM P RESE S.P .A . B anca M o nte dei P aschi di Siena S.p.a. M ONTE P A SCHI B A NQUE S.A . M ONTE P A SCHI CONSEIL FRA NCE SOCIETE P A R A CTIONS SIM P LIFIEE B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. B anca M o nte dei P aschi di Siena S.p.a. Investo r 830.000 20.000 2.000 8.264 10.000 8.000.000 2.280 6.000 693.463 2.616.000 17.189 1 99 40.000 204.189.972 19.580 100 988.000 18.000 no shares/shake 20,00 17,48 11,85 36,30 50,00 20,00 12,76 15,00 13,87 14,95 18,49 1,00 99,00 33,33 14,78 15,62 100,00 52,00 12,08 Shareho lding (%) Ownership 20,00 1,14 1,98 36,30 50,00 20,00 12,76 15,00 13,87 14,95 18,49 1,00 99,00 33,33 14,78 15,62 100,00 52,00 12,08 %of vo ting rights 118.000 3.000 30.500 90.000 595.700 10.400 90.000 100,00 15,00 50,00 100,00 11,91 100,00 100,00 830.000 20.000 118.000 2.000 8.264 10.000 8.000.000 2.280 6.000 693.463 2.616.000 17.189 100 3.000 40.000 30.500 90.000 204.189.972 595.700 19.580 100 988.000 10.400 90.000 20,00 17,48 100,0