UniCredit S.p.A. 2008 Reports and Accounts

UniCredit S.p.A.
2008 Reports and Accounts
UniCredit
Italian Joint Stock Company
Registered Office: Rome, Via A. Specchi, 16
General Management: Milan, Piazza Cordusio
Registration number in the Rome Trade and Companies Register,
Tax Code and VAT No. 00348170101
Entered in the Register of Banks
Parent Company of the UniCredit Banking Group
Banking Group Register No. 3135.1
Member of the Interbank Deposit Protection Fund
Capital Stock: e 7,170,400,150.00 fully paid in
Our Commitment is Our Strength
2008 was a year that posed significant challenges to
the global economy, to the financial services industry
and to our business.
To date, our business model remains sound, and our
outlook is positive for our future operations.
We remain positive because we know that we can count
on our greatest strength. It is our solid and rigorous
commitment - to our customers, to our people, to our
investors, to the communities we serve, to our core
values, to culture, to quality in everything we do, and to
the sustainable success of our enterprise.
Every day we renew that commitment through the
efforts and expertise of more than 174,000
people in 22 countries.
That is why this year’s Annual Report features the
photographs and words of UniCredit Group employees.
No one could express our commitment more eloquently
than the men and women who live it every day.
They speak to you from our branches and offices across
Europe. Each message is different. Each expresses what
commitment means to them, to their customers, and to
their colleagues every single working day.
We feel that their words, their ideas truly capture the
spirit of UniCredit Group – the spirit of commitment, our
greatest strength.
UniCredit S.p.A.
2008 Reports and Accounts
The secret of our
«strength
is quite simple:
The network of our group
«allows
us to support our customers
we do not follow
corporate values handed
down to us from a sheet
of paper.
We exemplify through our
own lives what the sheet
of paper has to say!»
with different specialized products.
The values of the Integrity Charter
differentiate our group. Different
languages, different cultures,
different working experiences,
but one group, one commitment
and one way - straight forward!
That is our strength.»
Oliver riedl
Germany
Christian Kiss
Austria
Board of Directors, Board of Statutory
Auditors and External Auditors
Dieter Rampl Board of Directors
Chairman
Gianfranco Gutty Deputy Vice Chairman
Franco Bellei Berardino Libonati
Fabrizio Palenzona
Anthony Wyand Alessandro Profumo Manfred Bischoff Vincenzo Calandra Buonaura
Enrico Tommaso Cucchiani
Donato Fontanesi
Francesco Giacomin
Piero Gnudi
Friedrich Kadrnoska
Max Dietrich Kley
Marianna Li Calzi
Salvatore Ligresti
Luigi Maramotti
Antonio Maria Marocco
Carlo Pesenti
Hans-Jürgen Schinzler
Nikolaus von Bomhard
Franz Zwickl
Lorenzo Lampiano Deputy Chairmen
CEO
Directors
Company Secretary
Board of Statutory Auditors
Chairman
Giorgio Loli
Gian Luigi Francardo
Siegfried Mayr
Aldo Milanese
Vincenzo Nicastro
Statutory Auditors
Massimo Livatino Giuseppe Verrascina
Alternate Auditors
KPMG S.p.A.
External Auditors
Ranieri de MarchisNominated Official in charge of
drawing up Company Accounts
UniCredit SpA · 2008 Reports and Accounts
3
e are the people
«whoWdetermine
our future.
There is no doubt that the
atmosphere of our group
and beneficial
relationships with our
clients depend on us.
To achieve this, we should
stand by our moral and
professional convictions
and also consider our
people’s opinions.
When we commit
ourselves to that principle,
then we will succeed at
everything we do.»
Julia Shagova
Russian Federation
Contents
UniCredit S.p.A. - 2008 Reports and Accounts
Report on Operations
Introduction
Condensed Accounts
Operations
Income Statement
Other Information
Subsequent Events and Outlook
7
8
10
12
24
28
31
Proposal to the Shareholders’ Meeting
35
Company Accounts and Annexes
Accounts
Notes to the Accounts Annexes
37
39
49
253
Certification pursuant to Art. 81-ter of CONSOB
Regulation no. 11971/99, as amended 273
Report and Resolutions Report of the Board of Statutory Auditors
Report of the External Auditors
Resolutions passed at the Shareholders’ Meeting 277
279
289
293
Note to the Report on Operations:
The following conventional symbols have been used in the tables:
• A dash (-) indicates that the item/figure is inexistent;
• Two stops (..) or (n.s.) when the figures do not reach the minimum
considered significant or are not in any case considered significant;
• “N.A.” indicates that the figure is not avalailable.
Unless otherwise indicated, all amounts are in millions of euros.
UniCredit SpA · 2008 Reports and Accounts
5
Lucia rossi De gasperis
Italy
Every day, my work
«requires
the use of both
brain and heart. using your
brain means creating value
with each service delivered.
And using your heart means
letting the customer feel the
commitment you put into
your work.»
Niccolò Ceci
Italy
here is always a way
«to Tmeet
the customer’s
needs. Along this path, our
experience serves as our
compass and the customer’s
satisfaction is our final
destination.
The work we do along
the entire journey is our
commitment.
The certainty of the result is
our strength.»
Report on Operations
Introduction
Condensed Accounts
Balance Sheet
Income Statement
Operations
8
10
10
11
12
Human Resources
Main Business Areas
Loans to Customers
Deposits from Customers and Debt Securities in Issue
Financial Investments
Shareholders’ Equity, Subordinated Debt and Capital Ratios
Income Statement
12
14
18
19
20
22
24
Operating Profit
Net Profit
24
26
Other Information
28
Transactions with Group Companies
Security Plan
Risks
Shares held by Directors, Statutory Auditors, General
Managers and other Key Management Personnel
Subsequent Events and Outlook
Subsequent Events
Outlook
UniCredit SpA · 2008 Reports and Accounts
28
28
28
29
31
31
32
7
Report on Operations
Introduction
To the Shareholders,
In 2008, the operations of the Company
and Group were focused on reallocating
operations performed by Capitalia,
but mainly on the reorganisation and
integration of the operations of the
Group’s Italian commercial banks as
summarised below, but described in
greater detail in the consolidated annual
report. Towards the end of the year, in
order to address financial market tensions,
the Board of Directors approved a capital
strengthening plan, which is described
in detail in a specific section of the
consolidated annual report. This plan calls
for an increase in dividend-paying capital
through the issuance of ordinary shares to
be offered as options to shareholders.
At the beginning of the year, the Group
continued the reallocation of operations
(which started at the end of 2007)
acquired by UniCredit as a result of the
business combination with Capitalia.
These operations were previously
performed directly by Capitalia but
are not consistent with the UniCredit
organisational model. In this context, the
Finance Operations business unit was
sold in March to UniCredit Processes
and Administration. As regards security
services operations, the Depository Bank
and Securities Custody and Settlement
division was transferred to Société
Générale Security Services in exchange
for a capital increase approved by the
transferee, with the shares received later
sold to Société Générale. In April, loans of
the former Capitalia that were classified
as non-performing or restructured loans,
as well as entries closely related to such
8
2008 Reports and Accounts · UniCredit SpA
loans, were sold in bulk pursuant to Article
58 of the Combined Banking Law to Aspra
Finance, a company assigned to manage
these types of loans within the Group.
Effective March 31, the business
combination of UniCredit Banca Mobiliare
(already a wholly-owned company) and
UniCredit was finalised; the combination
was effective for accounting and tax
purposes on January 1, 2008. The most
significant assets received by the merging
company were equity investments.
The integration of former Capitalia
banks (Banca di Roma, Banco di Sicilia
and Bipop Carire) was more complex.
This integration was achieved as part
of a broader project to reorganise
the operations of the Group’s Italian
commercial banks, the guidelines for
which called for assigning the private
banking, corporate banking, mortgage
and personal loan businesses carried
out by these banks to the UniCredit
Group’s existing banks and reorganising
the Group’s entire retail business on a
regional basis.
The preparations for this transaction,
which were launched from May to October
by the above banks, involved the adoption
of the Group’s information systems as well
as the bulk sale of non-performing loans
and related entries to Aspra Finance.
On October 20, 2008, the agreement
combining UniCredit Banca, UniCredit
Banca di Roma, Banco di Sicilia and Bipop
Carire with UniCredit was signed with
effect for legal purposes on November
1, 2008, and with effect for accounting
and tax purposes on January 1, 2008.
Capitalia Partecipazioni was merged
pursuant to the same business combination
agreement. On the same date and effective
immediately after the effective date of the
aforementioned combination, UniCredit
transferred the following businesses:
• the Retail business to three new banks,
which at the same time were renamed
UniCredit Banca (with headquarters
in Bologna and regional responsibility
for northern Italy), UniCredit Banca di
Roma (with headquarters in Rome and
regional responsibility for central and
southern Italy), and Banco di Sicilia (with
headquarters in Palermo and regional
responsibility for Sicily);
• the Private Banking business to
UniCredit Private Banking;
• the Corporate business to UniCredit
Corporate Banking;
• the mortgage business to UniCredit
Banca per la Casa;
• the personal loan business to UniCredit
Consumer Financing Bank.
These transactions were carried out
through the transfer, pursuant to Article
2343 of the Civil Code, of previously
determined business divisions in payment
for the same number of capital increases
approved by the transferees. In addition,
the “Real Estate” division, which consists
of the real estate operations from the
merger with former Capitalia banks, was
transferred to UniCredit Real Estate in
exchange for a capital increase approved
by the latter.
Effective November 1, pursuant to
the Group’s organisational design, the
capital market and bond origination and
hedging services division, which UniCredit
originally got from the merger with
Capitalia, were sold to the Milan branch
of HVB.
In November, there was another bulk
sale of non-performing loans and related
entries from the merged banks to Aspra
Finance.
On November 14, the Extraordinary
Shareholders’ Meeting approved the
increase in dividend-paying capital
specified in a capital strengthening plan
prepared by the Board of Directors.
This plan set the upper limit for this
increase at e3 billion and authorised
the CEO to execute the plan. The CEO
then set the number of ordinary shares
to be issued at 972,225,376 with a par
value of e0.50 each, with shares to be
allocated at the ratio of 4 new shares
for every 55 shares held, for a value of
e2,997,370,834.21 including share
premium. A security agreement was also
signed with Mediobanca, which assumed
the obligation to underwrite the newly
issued shares in an amount equal to any
unexercised options remaining after the
offering of such options on the stock
exchange, in the amount of the total
capital increase.
included the operating impact from the
merger with Capitalia S.p.A. starting
from October 1, while net profit in 2008
reflected the impact, effective January
1, of the subsidiaries absorbed on
November 1, as noted above. In addition,
net profit for the year was affected by
the e995 million from the net impact of
the tax redemption for goodwill carried
out pursuant to Article 15 of Legislative
Decree No. 185 of November 29, 2008,
which was converted to Law No. 2 of
January 29, 2009.
Based on the above, comments on
changes in individual items are not
meaningful. See the notes to the income
statement below in which pro-forma
restated income statements are presented
to analyse operations on an equivalent
basis.
shareholders’ meeting to allocate a
portion of net profit for the year to an
available reserve called “Reserve for
allocating profits to Shareholders through
the issuance of new free shares” to be
used for a future increase in share capital
free of charge pursuant to Article 2442 of
the Civil Code.
Summary information on the balance
sheet and income statement as at
December 31, 2008 and for 2007 is
given below. In this regard, it should be
noted that certain amounts for 2007 were
restated following the finalisation of the
“Purchase Price Allocation” connected
with the Capitalia S.p.A business
combination, as required by IFRS3.
As indicated during the Extraordinary
Shareholders’ Meeting on November 14,
2008, in connection with the planned
transactions to strengthen the capital
base, a proposal will be made to the
The Company posted a net profit of
e3,281 million in 2008, compared with
e1,858 million for the previous year. It
should be noted that the profit for 2007
UniCredit SpA · 2008 Reports and Accounts
9
Report on Operations
Condensed Accounts
Condensed Balance Sheet
(e million)
Amounts as at
Change
12.31.2008
12.31.2007
amount
percent
Assets
Cash and cash balances
Financial assets held for trading
Loans and receivables with banks
Loans and receivable with customers
Financial investments
Hedging instruments
Property, plant and equipment
Goodwill
Other intangible assets
Tax assets
Non-current assets and disposal groups classified as held for sale
Other assets
Total assets
33
9,005
208,439
36,519
80,078
2,110
38
8,739
33
6,077
5,019
356,090
4,027
11,157
162,820
21,243
78,469
568
25
4,163
106
4,279
712
2,233
289,802
-3,994
-2,152
+45,619
+15,276
+1,609
+1,542
+13
+4,576
-73
+1,798
-712
+2,786
+66,288
-99.2%
-19.3%
+28.0%
+71.9%
+2.1%
+271.5%
+52.0%
+109.9%
-68.9%
+42.0%
-100.0%
+124.8%
+22.9%
Liability and shareholders' equity
Deposits from banks
Deposits from customers and debt securities in issue
Financial liabilities held for trading
Financial liabilities designated at fair value
Hedging instruments
Provisions for risks and charges
Tax liabilities
Liabilities included in disposal group classified as held for sale
Other liabilities
Shareholders' equity:
- Capital and reserves
157,703
131,527
3,893
3,929
1,490
2,665
3,893
50,990
47,818
97,941
118,677
7,726
6,016
1,886
1,160
2,007
371
3,418
50,600
48,569
+59,762
+12,850
-3,833
-6,016
+2,043
+330
+658
-371
+475
+390
-751
+61.0%
+10.8%
-49.6%
-100.0%
+108.3%
+28.4%
+32.8%
-100.0%
+13.9%
+0.8%
-1.5%
- Available-for-sale assets fair value reserve and cash-flow
hedging reserve
- Net profit (loss)
Total liabilities and shareholders' equity
-109
3,281
356,090
173
1,858
289,802
-282
+1,423
+66,288
-163.0%
+76.6%
+22.9%
10
2008 Reports and Accounts · UniCredit SpA
Condensed Income Statement
(e million)
Year
Net interest
Dividends and other income from equity investments
Net interest income
Net fees and commissions
Net trading, hedging and fair value income
Net other expenses/income
Net non-interest income
OPERATING INCOME
Payroll costs
Other administrative expenses
Recovery of expenses
Amortisation, depreciation and impairment losses on intangible
and tangible assets
Operating costs
OPERATING PROFIT (LOSS)
Net provisions for risks and charges
Integration costs
Net write-downs of loans and provisions for guarantees and
commitments
Net income from investments
PROFIT (LOSS) BEFORE TAX
Income tax for the year
NET PROFIT (LOSS) FOR THE YEAR
Change
2008
2007
eM
Percent
3,426
2,973
6,399
2,465
-288
-131
2,046
8,445
-2,948
-2,492
348
-1,158
2,783
1,625
61
66
23
150
1,775
-346
-300
39
+4,584
+190
+4,774
+2,404
-354
-154
+1,896
+6,670
-2,602
-2,192
+309
n.s.
+6.8%
+293.8%
n.s.
n.s.
n.s.
n.s.
+375.8%
n.s.
n.s.
n.s.
-91
-5,183
3,262
-402
-66
-14
-621
1,154
-18
-67
-77
-4,562
+2,108
-384
+1
n.s.
n.s.
+182.7%
n.s.
-1.5%
-285
-286
2,223
1,058
3,281
22
564
1,655
203
1,858
-307
-850
+568
+855
+1,423
n.s.
n.s.
+34.3%
+421.2%
+76.6%
UniCredit SpA · 2008 Reports and Accounts
11
Report on Operations
Operations1
Human Resources
Personnel Changes
• 8 6 employees in the Global Banking
Service area (GBS);
As at December 31, 2008, UniCredit S.p.A.
had a staff consisting of 4,107 employees,
compared with 2,774 as at December
31, 2007. The increase in personnel
was largely due to the centralisation of
governance, planning and coordination
functions of the Retail banks (UniCredit
Banca, UniCredit Banca di Roma and Banco
di Sicilia) at UniCredit S.p.A., which, on
November 1, resulted in the addition of:
and other corporate transactions that
resulted in:
- the transfer of 66 employees to
UniCredit Process and Administration
due to the sale of the Finance
Operations division;
- the transfer of 15 employees to
UniCredit HVB AG Milano due to the sale
of the Former Capital Markets division.
• 1,217 employees in the Retail area;
• 112 employees in the Corporate Centre;
• 152 employees in the Corporate
Investment Banking and Private Banking
Area;
During the year, there were ongoing
efforts to limit staff growth through careful
turnover management. In particular,
the leaving incentive programme
(solidarity fund and individuals entitled
to pensions) led to the departure of 81
employees during the year. The remaining
decrease of 72 employees was due to
normal turnover during the year. The
reorganisation process will continue until
proper staff levels are achieved.
Changes to the number and composition
of staff by category are shown in the table
below (figures include foreign branches).
Category
12.31.2008
Senior Management
Management - 3rd and 4th grade
Management - 1st and 2nd grade
Other Staff
Total
of which: Part-time staff
The tables below provide a breakdown of
personnel by seniority and age group. 51%
of UniCredit SpA staff members (compared
to 54% at end-2007) have a university
degree (primarily in economics, business,
banking or law).
12.31.2007
of which:
TOTAL outside Italy
in total
percent
601
1,257
868
1,381
4,107
259
456
901
497
920
2,774
202
+145
+356
+371
+461
+1,333
+57
+31.8%
+39.5%
+74.6%
+50.1%
+48.1%
+28.2%
93
92
30
103
318
-
43% of staff were women (compared to
45% at end-2007).
1. A description of the macroeconomic scenario is provided in the report on operations of the consolidated 2008 Annual Report.
12
2008 Reports and Accounts · UniCredit SpA
Change
of which:
TOTAL outside Italy
74
70
11
42
197
-
Breakdown by seniority
12.31.2008
Up to 10
From 11 to 20 years
From 21 to 30 years
Over 30
Total
12.31.2007
Change
Number
Percent
Number
Percent
Number
Percent
1,954
630
908
615
4,107
47.6%
15.3%
22.1%
15.0%
100.0%
1,379
415
549
431
2,774
49.7%
15.0%
19.8%
15.5%
100.0%
+575
+215
+359
+184
+1,333
+41.7%
+51.8%
+65.4%
+42.7%
+48.1%
Number
Percent
Number
475
1,331
1,325
976
4,107
11.6%
32.4%
32.2%
23.8%
100.0%
313
948
846
667
2,774
Breakdown by age
12.31.2008
Up to 30
From 31 to 40 years
From 41 to 50 years
Over 50
Total
12.31.2007
Change
Percent
11.3%
34.2%
30.5%
24.0%
100.0%
Number
Percent
+162
+383
+479
+309
+1,333
+51.8%
+40.4%
+56.6%
+46.3%
+48.1%
Reference should be made to the section
“Our People” in the Sustainability Report
for coverage of training, management
growth, industrial relations, the
environment and work safety.
UniCredit SpA · 2008 Reports and Accounts
13
Report on Operations
Operations (C
ontinued)
Main Business Areas
Specific business activities related to the
treasury, foreign branches and Global
Transaction Banking (GTB) operations are
carried out at Group HQ and are described
in detail below.
Group Finance
Department
As specified by the Group Liquidity Policy
approved by the Parent Company’s
Board of Directors on March 21, 2007
and later revised by the same Board on
June 25, 2008, the Group Finance Area
performs planning, coordination and control
functions based on a model that centralises
specialised functions and capabilities to
benefit the entire Group. The purpose of
these functions is to manage liquidity risk,
provide asset and liability management and
finance business operations throughout
the Group. In addition, the Group Finance
Area takes initiatives to generate regulatory
and economic capital both for the Parent
and for its subsidiaries. The Group’s banks
are organised by Liquidity Centres that
correspond to the four major financial
centres where the Group operates: Milan,
Munich, Vienna and Warsaw.
The finance model used by Group HQ calls
for centralisation of the liquidity requirements
and surpluses generated by liquidity
centres in the cash pooling system, which
is brokered through an internal automated
market managed by Group Treasury. During
the liquidity crisis that occurred last year,
this model made it possible to achieve an
efficient allocation, within the Group, of funding
generated independently by each liquidity
centre, as well as funds raised on capital
markets.
As part of this activity, the Group Finance
Area has underwritten or bought senior
and subordinated bonds, ABS notes and
14
2008 Reports and Accounts · UniCredit SpA
intercompany secured bonds issued by banks
(OBGs) totalling e35,391 million. The pricing
of these bonds reflected the real cost of
funding incurred for each maturity by UniCredit
in capital markets. The policy applied in the
area of intra-group transfer prices covers this
pricing.
Revenues from the internal liquidity market
(IT Market Place) totalled e1,071 billion, an
increase of 53% over 2007. This platform,
which was launched in 2007, is qualified to
price all segments of the monetary curve (up to
a one-year maturity) and in all hard currencies
and the main soft currencies under market
conditions. Through the IT Market Place,
the Group Finance Area continually satisfies
the financial requirements of the Regional
Liquidity Centres totalling 23 Group banks and
companies.
In addition, the Group Finance Area completed
intercompany transactions with maturities
of over one year. These transactions were
carried out through the granting of loans and
subscription of bonds issued by subsidiaries
totalling e25,994 million and through the
issuance of bonds subscribed by subsidiaries
for a total of e10,190 million.
The funding of business activity involves close
coordination of the liquidity centres and the
Group Finance Area to promote coordinated
access to the markets (including local markets)
where market conditions, product type and
customer type could reduce the consolidated
cost of funding based on the functional
specialisation principle. Only the Parent can
access public financial markets.
Funding has increased the company’s
indebtedness in the capital markets from
e110,814 million at the end of 2007 to
e122,334 million at the end of 2008.
Under particularly difficult market conditions,
UniCredit met the funding targets set in the
annual funding plan. In particular, the Parent
Company issued senior and subordinated
securities for a total of e20,100 million in the
medium and long-term segment, pursuing its
strategy of diversification by geographic area,
currency and instrument followed in recent
years. In addition, in the securitisation and
OBG market, on behalf of the Group, UniCredit
coordinated the issuance of ABS notes for a
total of e42,415 million (including e1,133
million placed in the market and e41,282
retained by the Group) and OBGs (secured
bonds issued by banks) issued for the first
time in Italy for a total of e5,000 million (all
retained by the Group).
In order to improve liquidity management
efficiency, in 2008 procedures were
implemented to access the tri-party market,
through which there are better opportunities
to directly access the funding of the Federal
Reserve Bank of New York. In the MTS market,
the average daily turnover of repo transactions
was e4,829 million, an increase of e1,579
million over the e3,250 million in 2007.
The European Central Bank served as a
significant channel for the Group’s funding in
2008. The European Central Bank has offset
the ongoing illiquidity of international capital
markets, which was particularly evident in the
second half of 2008. In order to generate new
usable assets at the European Central Bank,
starting in October 2008 the Group Finance
Area carried out a number of initiatives that
increased the total of eligible securities at
year-end 2008 to about e40,000 million from
e4,500 million at the beginning of the year.
Within this amount, cash that can be used as
collateral in the form of loans to customers
that are eligible for refinancing at the European
Central Bank (so-called ABACO loans) reached
a notional value of e3,479 million, compared
with e2,700 million for the previous year.
Participation in the net interbank market
decreased by e14,143 million over the last
twelve months.
In 2008, the Group Finance Area carried out
activities designed to improve the risk/return
profile of its assets and liabilities at both Parent
and consolidated level, by means of exchangerate risk hedges of non-euro dividends and
income to be received from foreign subsidiaries
and affiliates. In addition, transactions involving
direct and indirect equity investments were
entered into in order to make capital utilisation
more efficient.
As far as liquidity risk is concerned, during
the year, in keeping with the Group Liquidity
Policy, the Liquidity Contingency Plan was
approved, aimed at defining the procedure,
responsibilities and initiatives to be
implemented in the event of a liquidity crisis,
whether of a systemic or of a specific nature.
Finally, in 2008, the process of integrating the
treasury and asset and liability management
activities (which were previously carried out by
Capitalia S.p.A.) into the Group Finance Area
was completed.
Branches and
representative offices
abroad
In 2008 the Group continued to reorganise
its foreign network of branches and
representative offices including the branches
and representative offices of the former
Capitalia group.
In particular:
• Branches were rationalised in 2008 using
two different strategies. If branches of
UniCredit and Capitalia were present
in the same market, these branches
were merged (London, New York and
Paris). At the same time, the branches
in Bucharest, Hong Kong, Tokyo and
Singapore were closed. The branches in
Istanbul and Frankfurt are not operating
and the liquidation is started. The branch
in Beirut was sold to Byblos Bank and, in
the first half of 2009, all the administrative
activities will be completed. The November
1, related to the merger of UniCredit
Banca di Roma into UniCredit, the former
Capitalia group branches in Madrid and
Shanghai became UniCredit branches.
• In the case of representative offices, the
reorganisation planned in 2006 has been
implemented with a special focus on
eliminating overlapping areas, transferring
managerial responsibility to UniCredit. For
the former Capitalia group offices operating
in the same places where UniCredit offices
are present, the activities for the closing
started. The November 1, related to the
merger of UniCredit Banca di Roma into
UniCredit, the former Capitalia group
representative office in Tunisi became
UniCredit representative office.
At the end of 2008, UniCredit S.p.A.
had 7 branches abroad operating and 3
branches abroad in liquidation, 1 permanent
establishment and 8 representative offices
(including Shanghai and Moscow, which are
to be closed in 2009).
Unicredit S.p.A. International Network
Branches
PERMANENT ESTABLISHMENT
representative offices
PRC - Hong Kong
PRC - Shanghai
GERMANY - Munich
UNITED KINGDOM - London
UNITED STATES - New York
FRANCE - Paris
SPAIN - Madrid
AUSTRIA - Wien
BELGIUM - Brussels
BRAZIL - Sao Paulo
PRC - Beijing
PRC - Guangzhou
PRC - Shanghai
INDIA - Mumbai
RUSSIA - Moscow
TUNISIA - Tunisi
UniCredit SpA · 2008 Reports and Accounts
15
Report on Operations
Operations (C
ontinued)
Main Business Areas (Continued)
Global Transaction
Banking
The Global Transaction Banking (GTB) unit
now falls under the global business lines of
UniCredit as part of the CIB & PB (Corporate
Investment Banking and Private Banking)
Area.
The GTB unit was established at the
beginning of 2007 with a dual purpose: to
broaden the range of products and services
of the Corporate Division based on customer
needs and to increase potential revenues.
Within the UniCredit Group, in addition
to having responsibility for managing
commercial loans and cash management
activities, GTB provides appropriate support
in these areas to local sales networks.
Below is a summary of the main projects
and goals achieved in 2008 for various
product lines:
• CM&EB (Cash Management &
Electronic Banking), the main goals were
the SEPA project, the development of cash
management service in the CEE area and
the leveraging of the unique positioning
of SWIFTNet at corporate level. The
development of SEPA is monitored closely,
while CM&EB maintains and increases
its revenue base through dedicated sales
campaigns in individual countries.
16
2008 Reports and Accounts · UniCredit SpA
• For Trade Finance, priorities were the
growth of market share, especially in
Germany, and the use of supply chain
management solutions along the entire
value chain.
• GFI (Global Financial Institutions)
focused on entering into strong
partnership agreements with foreign banks
in countries where the UniCredit Group
has no direct presence. In addition, it took
advantage of its preferential position in
the CEE area to serve as a key partner in
the Financial Istitution sector. GFI also has
an orientation toward emerging markets,
where it intends to increase the market
share of the UniCredit Group, especially
in the area of payment orders and trade
finance.
• STEF (Structured Trade and Export
Finance) opened new markets by
establishing new units in emerging
countries with a concentration on
key import markets (Russia, Ukraine,
Kazakhstan and Turkey).
From an operational standpoint, GTB
strengthened its divisional structure within
the UniCredit Group by expanding its service
model and operations in 22 countries and
managing a total of 3.5 billion payments
and 110,000 import and export letters of
credit, confirming its position as a leader in
transaction banking operations in continental
Europe. It also laid the foundation for
complying with regulatory changes in
payment systems by upgrading technology
platforms to the SEPA European directive
and developing a single payment platform
for the eurozone. In 2009, this will make it
possible to offer customers the advantages
of this initiative without the need for
further human resources or IT investments.
Customers will also be able to use the
platform for UniCredit Group payments for
all credit transfer transactions in all 31
SEPA countries. Finally, also in 2009, the
necessary implementation procedures will
be issued for the SEPA Direct Debit (SDD)
component which UniCredit will make
available starting in November 2009.
Governance and
coordination activities
In addition to the specific business
activities indicated above are the
governance and planning activities carried
out by Group HQ for the entire Group.
In order to continually improve its ability
to perform these duties, in 2008 the
Parent Company was involved in several
reorganisation activities such as:
- the strengthening of competence lines
such as Finance (CFO), Human Resource
Management (HR), Organisation and
Communication, based on significant
coordination and planning carried out by
related Responsible for the entire Group;
- the implementation of the Group’s
new organisational model, consisting
specifically of establishing the Retail,
Corporate Investment Banking & Private
Banking (“CIB & PB”) and Global
Banking Services (“GBS”) Areas within
which business, organisational and
service functions are to be reorganised.
Specifically, the Retail Area at Group
HQ has become very large and now
has about 1,500 employees with the
goal of acting as the governance and
coordination structure for the three new
Retail banks established on November 1,
2008 and centralising the management
of certain management functions (e.g.,
marketing and the management of staffrelated administrative services) or support
functions (e.g., the Call Centre, Customer
Recovery and Security).
In addition, in 2008 the main business
and support areas of the Private Banking
division were centralised at Group HQ
and the Corporate Banking division
was reorganised by creating units for
the governance and coordination of
strategic functions with the unified goal of
developing a single, group-wide strategy.
With regard to Risk Management
operations, market and credit risk
management was strengthened (focusing
in part on restructuring non-performing
loans) and centralising the management of
control processes.
In the Compliance Area, efforts were
focused on reorganising the entire
structure in order to arrive at the linked
management of the Law and Compliance
departments to further strengthen the
Parent Company’s ability to manage the
risk of non-compliance and conflicts of
interest, to preserve the good name of the
Bank and contribute to the enhancement
of the company’s value over time.
UniCredit SpA · 2008 Reports and Accounts
17
Report on Operations
Operations (C
ontinued)
Loans to Customers
Loans to customers reached e36,519
million at December 31, 2008, an increase
of e15,276 million compared with the
amount at the end of 2007.
Loans and receivables with customers
(e million)
Amounts as at
Performing loans
Impaired assets
Repos
Debt securities
Total loans and receivables with customers
of which:
units operating in Italy
units operating abroad
Of this increase, e12,498 million was due to
units operating in Italy (+61%) and e2,778
million (+362%) to units operating abroad.
The e10,715 million increase in performing
loans (from e18,284 million at year-end
2007 to e28,999 million at year-end 2008)
was due to the increase in loans made to
Group companies, and in particular, loans to
Change
12.31.2008
12.31.2007
amount
percent
28,999
240
7,280
36,519
18,284
985
1,974
21,243
+10,715
-745
+5,306
+15,276
+58.6%
-75.6%
+268.8%
+71.9%
32,973
3,546
20,475
768
+12,498
+2,778
+61.0%
+361.7%
Aspra Finance (e3,694 million), UniCredit
Real Estate (e1,300 million) and UniCredit
Factoring (e3,000 million) as well as the
increase in loans to the corporate customers
of UniCredit's foreign branches (e2,778
million). Prior to the transfer process
on November 1, 2008, the latter were
consolidated on the accounts of UniCredit
Banca di Roma.
The e5,306 million (from e1,974 million at
year-end 2007 to e7,280 million at yearend 2008) increase in debt securities was
attributable to the repurchase of securitisation
tranches originated by Group companies for
the purposes of refinancing with the central
bank (including e4,600 million originated by
Locat, e603 million originated by HVB and
e152 million originated by UniCredit Banca
per la Casa).
Credit Quality
Impaired loans to customers (by type)
(e million)
Non-performing
loans
Doubtful
loans
Total
Restructured
loans
Past-due
loans
Imapaired
loans
504
1.36%
356
70.63%
148
0.41%
138
0.37%
46
33.33%
92
0.25%
642
1.74%
402
62.62%
240
0.66%
..
..
..
..
..
..
1
1
-
643
1.74%
403
62.67%
240
0.66%
Face value
as a percentage of total loans
Write-downs
coverage ratio
Carrying value
as a percentage of total loans
Impaired loans to customers, which at year-end
2007 stood at e985 million, and which were
almost entirely from the Capitalia business
18
2008 Reports and Accounts · UniCredit SpA
combination, dropped to e240 million due to
the sale to Aspra Finance noted above.
The non-performing loan coverage ratio stood
at 70.6%.
Deposits from Customers and Debt Securities in Issue
Deposits from customers and debt securities
in issue, equalling e131,527 million, were
up e12,850 million from the end of 2007.
Deposits from customers and debt securities in issue
(e million)
Amounts as at
Deposits from customers
Debt securities in issue
Total deposits from customers and debt securities in issue
of which:
units operating in Italy
units operating abroad
Deposits from customers were e9,193
million, an increase of e1,330 million
compared with 2007. The change was
due to the net impact of the increase in
deposits, mainly in the form of repos with
Group companies (Pioneer) in the amount of
e2,398 million, and a reduction in deposits
from customers at foreign branches totalling
e1,248 million (primarily the London branch
in the amount of e1,433 million). Deposits
from customers can be broken down as
follows: 39% in time deposits (mostly at the
London branch); 18% in current accounts
and demand deposits; 17% in loans related
to units operating in Italy; 26% in repos.
Change
12.31.2008
12.31.2007
amount
percent
9,193
122,334
131,527
7,863
110,814
118,677
+1,330
+11,520
+12,850
+16.9%
+10.4%
+10.8%
102,284
29,243
75,342
43,335
+26,942
-14,092
+35.8%
-32.5%
Debt securities in issue, equalling
e122,334 million, posted an increase of
e11,520 million over 2007. This figure
is the result of a decrease in deposits in
the form of certificates of deposit totalling
e12,407 million (including e9,266 million
at the New York branch and e3,152 million
at the London branch), which was more
than offset by an increase of e24,302
million in liabilities consisting of senior and
subordinated bonds issued in 2008 in order
to optimise the Group’s maturity structure.
Of the latter, e9,150 million are bonds
subscribed by Group banks (mainly UniCredit
Banca) to balance the structural liquidity
position.
UniCredit SpA · 2008 Reports and Accounts
19
Report on Operations
Operations (C
ontinued)
Financial Investments
Financial investments of e80,078 million were
up by e1,609 million over year-end 2007. This
increase was primarily due to the increase of
e3,827 million in held-to-maturity investments
and the decrease of e2,480 million in equity
investments.
Financial Investments
(e million)
AMOUNTS AS AT
Financial assets at fair value through profit or loss
Available-for-sale financial assets
of which: - equity investments
- debt securities, equity instruments and investments funds units
Held-to-maturity investments
Equity investments
Total financial investments
of which:
units operating in Italy
units operating abroad
Financial assets at fair value through profit
or loss were up by e259 million due to
the reclassification of the investment in the
Pioneer Institutional Hedge Fund, which was
previously classified, with the same number
of shares, under held-for-trading financial
assets.
Held-to-maturity investments, which totalled
e6,623 million, were up by e3,827
million over year-end 2007. The increase
was due to the acquisition of government
debt securities in 2008 for the purposes of
refinancing at the central bank.
Equity investments classified under
available-for-sale financial assets totalled
e1,005 million, a decrease of e681 million
from year-end 2007. This decrease was due,
in particular, to the sale of Edipower, with
a book value of e203 million in December
2007 and the sale of Attijariwafa Bank
(e108 million), with the generation of a
capital gain of e83 million for the latter,
and was also the result of the decrease
in value of the stakes held which resulted
20
2008 Reports and Accounts · UniCredit SpA
Change
12.31.2008
12.31.2007
amount
percent
318
3,284
1,005
2,279
6,623
69,853
80,078
59
3,281
1,686
1,595
2,796
72,333
78,469
+259
+3
-681
+684
+3,827
-2,480
+1,609
+439.0%
+0.1%
-40.4%
+42.9%
+136.9%
-3.4%
+2.1%
79,932
146
78,422
47
+1,510
+99
+1.9%
+210.6%
in impairment losses of e569 million
posted to the income statement (including
e308 million for London Stock Exchange,
e182 million for Banco do Sabadell and
e34 million for Gemina), i.e., the posting
of capital losses of about e65 million to
the corresponding valuation reserve which
was mainly attributable to Bank of Valletta.
The above reductions more than offset
the increase due to the addition of equity
investments classified in the same portfolio
at the time of the merger on November 1.
Equity investments in subsidiaries and
associated companies reached e69,853
million, with a year-on-year decrease of
e2,480 million. Of the reduction, e8,339
million was due to the impact of the
corporate transaction of November 1 that
resulted in the elimination of the book value
of the companies being merged and an
adjustment to the carrying amount of the
transferee companies. This decrease more
than offset increases including e2,515
million for recording equity investments
previously held by the merged companies,
e796 million from the business combination
with UBM (which resulted in the recording of
the stake held by the latter in HVB (6.44%)
in the amount of e1,028 million and the
elimination of the stake held in UBM totalling
e232 million) and e2,410 million for
acquisitions connected with the squeeze out
of BA-CA shares (e1,015 million) and HVB
shares (e1,396 million).
The most significant changes included the
subscription of the Aspra Finance capital
increase for e330 million, the reduction
following the final liquidation allocation of
Fineco Finance totalling e381 million and
the sale of various equity interests including
FIMIT, Centrale dei Bilanci and HoldCo77,
the vehicle company to which shares of
Bank BPH were sold, all of which resulted in
net capital gains of e180 million.
In addition, the corporate transactions
carried out on July 1, 2008 in relation to
the partial spin-off of the asset gathering
division by UniCredit Private Banking to
FinecoBank, the partial spin-off of the
area involved in loans against salaries by
FinecoBank to UniCredit Consumer Financing
Bank, the partial spin-off of the mortgage
operations of FinecoBank to UniCredit
Banca per la Casa, and the partial spin-off
by MCC of the leasing division to Locat
and the real estate division to UniCredit
Real Estate resulted in significant changes
in the carrying value of the individual
subsidiaries and associates involved in these
transactions, and these changes had not an
impact on the balance of equity investments,
as operations infra-group.
A description of the operations of the
main subsidiaries in the Group’s different
business sectors is provided in the report
on operations included in the consolidated
2008 Annual Report, to which reference is
therefore made.
Interbank business
In 2008, the Parent Company continued to
be a net lender in the interbank market, but
still reduced the balance between loan and
deposit entries by e14,143 million from
2007. This result was due to an increase
in deposits from banks (e59,762 million)
which was greater than the increase in loans
to banks (e45,619 million).
Movements in deposits and loans and
receivables with banks were affected, in
particular, by transactions entered into
with Group banks involved in the business
combination and in transfers of divisions that
occurred on November 1, 2008. It should
be noted that these transactions made it
possible to improve the banks' specialisation
in specific business sectors.
In this context, the transferee banks
increased their liquidity requirements
(especially UniCredit Corporate Banking and
UniCredit Banca per la Casa) needed to
finance the portfolios acquired. At the same
time, the new Retail Banks reported excess
liquidity positions resulting from the sale of
assets.
More specifically, the increase of e45,619
million in loans and receivables with
banks over year-end 2007 was due to the
following:
• an increase in loans made to Group banks
of e29,240 million (primarily to UniCredit
Corporate Banking and UniCredit Banca
per la Casa);
• an increase of about e8,000 million in
senior and subordinated bonds in the
loans and receivables portfolio; these were
mainly issued by Group companies to fund
the structural liquidity position;
• an increase of e20,453 million in repos
with banks. This item was affected by the
recognition of repo transactions posted
in the accounts to report the Parent
Company’s lending of securities to Group
banks. Since, by its nature, the lending of
securities is cash neutral, loans received
in an identical amount are posted under
the item “Deposits from banks”. Compared
with 2007, actual repos with Group banks
and in the market dropped by e5,341
million;
• a decrease of e11,346 million in the
balance of the operating account held at
Banca d’Italia (e7,294 million compared
with e18,640 million in 2007);
• an increase of e575 million in loans of
foreign branches to cover the merger on
November 1 of assets from the branches
of the former UniCredit Banca di Roma.
The increase of e59,762 million in deposits
from banks was instead due to:
• an increase of about e35,000 million in
deposits from banks, primarily from Group
banks. As indicated above, this aggregate
includes financing to the Parent Company
in the form of loans (e25,898 million),
which, when offset by repos, make the
securities lending transactions cash
neutral;
• an increase of e19,389 million in
deposits between central banks including
e17,036 million through repos;
• an increase of e8,236 million in deposits
through repos with Group banks;
• a decrease of e5,158 million in deposits
in the market through banks of the foreign
branches.
Interbank Position
(e million)
AMOUNTS AS AT
Loans and receivables
with banks
units operating in Italy
units operating abroad
Deposits from banks
units operating in Italy
units operating abroad
NET INTERBANK POSITION
units operating in Italy
units operating abroad
Change
12.31.2008
12.31.2007
amount
percent
208,439
207,023
1,416
157,703
148,339
9,364
50,736
58,684
-7,948
162,820
161,979
841
97,941
83,419
14,522
64,879
78,560
-13,681
+45,619
+45,044
+575
+59,762
+64,920
-5,158
-14,143
-19,876
+5,733
+28.0%
+27.8%
+68.4%
+61.0%
+77.8%
-35.5%
-21.8%
-25.3%
-41.9%
UniCredit SpA · 2008 Reports and Accounts
21
Report on Operations
Operations (C
ontinued)
Shareholders’ Equity, Subordinated Debt and Capital Ratios
Shareholders’ Equity
As at December 31, 2008, shareholders'
equity amounted to e50,990 million,
compared with e50,600 million at the
end of 2007. Increases were attributable
to the reserve for business combinations
within the Group (+e920 million), the sale
of treasury shares (+e288 million) and
net profit for the period. These increases
were partially offset by a reduction for
the distribution of dividends for 2007,
decreases in reserves for the valuation of
available-for-sale financial assets and of
cash flow hedges (-e282 million) and by
the posting of the reserve for sales within
the Group pursuant to Article 58 of the
Combined Banking Law (-e448 million)
connected with the sale of non-performing
loans to Aspra Finance.
Shareholders' Equity
(e million)
Balance as at 12.31.2007
Increases:
- share capital increase associated with the exercise of rights
- net profit for the year
- other changes
Decreases:
- paid-out dividends
- other changes
Balance as at 12.31.2008
50,600
Main Shareholders
Share capital, which was fully subscribed
and paid in, totalled e6,684,287,462.00,
consisting of 13,368,574,924 shares of
e0.50 each including 13,346,868,372
ordinary shares and 21,706,552 savings
shares.
As at December 31, 2008, the
shareholder register showed the following:
• There are approximately 385,000
shareholders;
• Resident shareholders own about 52%
of capital and foreign shareholders
48%.
8
3,281
1,262
3,431
730
50,990
• 9 2% of ordinary share capital is held by
legal entities and the remaining 8% by
individuals.
As at December 31, 2008, the principal
shareholders were as follows:
Principal UniCredit shareholders
SHAREHOLDER
1. Cassa di Risparmio Verona, Vicenza, Belluno e Ancona Foundation
2. Central Bank of Libya Group
3. Cassa Risparmio di Torino Foundation
4. Carimonte Holding S.p.A.
5. Allianz Group
6. Barclays Global Investors UK Holding Ltd Funds
1. as a percentage of ordinary capital
22
2008 Reports and Accounts · UniCredit SpA
ORDINARY
SHARES
% OWNED1
668,494,453
615,718,218
517,277,185
447,117,993
315,544,510
267,464,392
5.009%
4.613%
3.876%
3.350%
2.364%
2.004%
Treasury Shares
In January 2008, in compliance with the
provisions of paragraph five of Article
2437-quater of the Civil Code, UniCredit
made an offer on the automated screenbased stock exchange (MTA) organised
and managed by Borsa Italiana S.p.A. to
purchase 83,833,899 ordinary UniCredit
S.p.A. shares resulting from the exchange
of 74,851,696 Capitalia S.p.A. shares that
were withdrawn and not sold in previous
phases of the liquidation procedure
pursuant to Article 2437-quater of the Civil
Code, and that also remained completely
unsold upon the conclusion of the above
offer. Withdrawing shareholders were
paid the liquidation value of the shares on
January 23.
The Ordinary Shareholders’ Meeting of
UniCredit held on November 14, 2008
voted to revoke the authorisation granted
by the Ordinary Shareholders’ Meeting on
December 16, 2005 regarding the disposal
of the 87,000,000 shares resulting from
the share buy-back transaction and to
authorise the sale, without time limitations,
of all treasury shares held for a price not
less than the market price at the time each
sale is made less 5%.
Pursuant to this resolution, in December
UniCredit moved forward with the sale of
170,357,899 treasury shares in several
tranches, for a total of e288 million.
At year-end 2008 there was a total of
476,000 treasury shares.
During the year, the nominal amount of
subordinated liabilities rose from e15,343
million at year-end 2007 to e17,311
million at year-end 2008 (+e1,968 million)
following the issuance of two Upper Tier II
subordinated bonds (e1,125 million) and
seven Lower Tier II bonds (e1,620 million).
This increase was partially offset by the total
repayment of a Tier III bond (e300 million),
the partial repayment of a Lower Tier II bond
(e149 million) and the change resulting
from the negative foreign exchange effect
on transactions denominated in foreign
currencies (e328 million).
Capital for regulatory
purposes and capital
ratios
Following the above purchases, the number
of treasury shares rose from 87,000,000 at
year-end 2007 to 170,833,899 with a total
value of e876 million.
Treasury Shares
Number of ordinary shares as at 12.31.2008
Face value per share e
Total face value e
% on capital stock
Carrying value as at 12.31.2008 e
Subordinated Liabilities
476,000
0.50
238,000
..
2,440,001
Capital for regulatory purposes amounted
to 56,125 million, of which 42,514 million
is Tier 1 Capital, compared with e57,827
million at December 31, 2007.
The ratio of capital for regulatory purpose to
total risk-weighted assets was 50.79% - not
a very significant figure, since it reflects the
Company’s particular capital structure.
UniCredit SpA · 2008 Reports and Accounts
23
Report on Operations
Income Statement
Operating Profit
In order to make a comparison as
equivalent as possible between 2007
and 2008, pro-forma restated income
statements were created as follows:
- The 2007 income statement was restated
up to operating profit including the
operating impact of the first three quarters
of 2007 related to Capitalia before the
business combination on October 1, 2007;
- The 2008 income statement was
restated up to operating profit eliminating
the impact of the merger of Capitalia
Partecipazioni, UniCredit Banca, UniCredit
Banca di Roma, Banco di Sicilia and Bipop
Carire into UniCredit on November 1, 2008
and the concurrent transfer by UniCredit
of the divisions acquired as follows: Retail
Banking to the three newly established
retail banks (UniCredit Banca, UniCredit
Banca di Roma and Banco di Sicilia)
with their respective specific regional
responsibilities in northern Italy, central-
southern Italy and Sicily; Private Banking
to UniCredit Private Banking; Corporate
Banking to UniCredit Corporate Banking;
mortgages and loans to UniCredit Banca
per la Casa and UniCredit Consumer
Financing respectively.
The notes to the individual items in the
income statement are therefore referred,
where possible, to the restated 2007 and
2008 periods.
Operating profit
(e million)
Year
2008
Net interest
Dividends and other income from equity
investments
Net interest income
Net fees and commissions
Net trading, hedging and fair value income
Net other expenses/income
Net non-interest income
OPERATING INCOME
Payroll costs
Other administrative expenses
Recovery of expenses
Amortisation, depreciation and impairment
losses on intangible and tangible assets
Operating costs
OPERATING PROFIT
Net Interest Income
Net interest income stood at e1,261 million,
representing the difference between net
interest of -e1,564 million and dividends
and other income from equity investments of
e2,825 million. Of this figure, e2,764 million
related to Group companies and e61 million
to non-Group companies. The comparable
amount for the 2007 statement was e2,259
million, consisting of net interest of -e1,459
million and dividends and other income from
equity investments of e3,718 million.
24
2008 Reports and Accounts · UniCredit SpA
Change
from restated
2007
Carrying
amount
Restated
Carrying
amount
Restated
eM
Percent
3,426
-1,564
-1,158
-1,459
- 105
+ 7.2%
2,973
6,399
2,465
-288
-131
2,046
8,445
-2,948
-2,492
348
2,825
1,261
56
-323
-150
-417
844
-469
-448
53
2,783
1,625
61
66
23
150
1,775
-346
-300
39
3,718
2,259
63
227
117
407
2,666
-472
-459
75
- 893
- 998
-7
- 550
- 267
- 824
- 1,822
+3
+ 11
- 22
- 24.0%
- 44.2%
- 11.1%
n.s.
n.s.
- 202.5%
- 68.3%
- 0.6%
- 2.4%
- 29.3%
-91
-5,183
3,262
-10
-874
-30
-14
-621
1,154
-41
-897
1,769
+ 31
+ 23
- 1,799
- 75.6%
- 2.6%
- 101.7%
Net interest declined by e105 million
compared with the 2007 figure. The
decrease was attributable to the higher
cost of financing equity investments, the
volume of which rose due to the squeezeout of HVB (e1,396 million) and BACA
(e1,015 million). In addition, there was
an increase in the cost of managing
short-term liquidity resulting largely from
the enlargement of market spreads and
medium and long-term funding, which, with
growing volumes, resulted in a deterioration
in the issuance spread.
Within the item for dividends and other
income from equity investments, the
component related to Group companies
was down by e831 million due to the
business combination of UniCredit Banca,
UniCredit Banca di Roma, Banco di Sicilia
and Bipop Carire, while the component
related to non-Group companies was
down by e62 million due mainly to lower
dividends from Mediobanca, partially sold,
and Synesis which were sold in the fourth
quarter of 2007.
Net Non-Interest Income
Net non-interest income stood at -e417
million, down by e824 million on the
previous period, due to the negative
contribution made by net trading, hedging
and fair value income and the balance of
other operating income and costs.
There was a net trading, hedging and fair
value loss of e323 million, compared with
income of e227 million in the previous
period. The decrease of e550 million was
generated by the transfer of Markets and
Investment Banking operations to HVB
Milano (-e155 million); the impact resulting
from hedging the equity investment in
Pekao with a put spread (-e88 million); the
collared equity swap on Mediobanca (the
transaction whereby UniCredit temporarily
sold Mediobanca shares to a third party,
and in exchange for the payment of a
variable flow of interest, collected the related
dividend and absorbed any difference in the
share price -e12 million); the management
of exchange rate risk (-e36 million) in a
highly volatile environment; the Pioneer Fund
(-e84 million); treasury operations related to
interest and exchange rate hedging (-e70
million); and the different structure of certain
liquid asset investment transactions.
The balance of other operating income and
costs was -e150 million, compared with
the +e117 million reported in the previous
period. The decrease of e267 million
was due to the lack of rental recoveries
as a result of the transfer of the real
estate division from the former Capitalia
to UniCredit Real Estate (-e104 million);
compliance with banking regulations for
compulsory bank drafts related to Retail
bank customers (-e102 million posted after
the business combination) and costs that
could not be capitalised related to the BACA
squeeze-out (-e55 million).
Operating Costs
Taking into account expense recoveries,
operating costs totalled e874 million
compared with e897 million in 2007,
a reduction of about e23 million (3%)
despite the strengthening of the Parent
Company’s organisational structure following
the absorption of several governance units
from the Retail Division. This impact, which
was related to the last two months of the
year, was equal to about e25 million in
staff expenses and e4 million in other
administrative expenses.
Other administrative expenses of e448
million were down by e11 million (about
2%) compared with the previous period, as
a result of the rationalisation process and
efforts of efficiency. Specifically, there was
a reduction in advertising, marketing and
costs of management of non performing
loans (given up to Aspra Finance), in
addition to lower indirect taxes due to the
absence of local property tax following the
sale of properties from the former Capitalia
to UniCredit Real Estate. On the other
hand, back-office costs were up due to
the increase in Global Banking Transaction
operations in addition to consulting expenses
and staff-related expenses (due in part to
the transfer of employees following the
business combinations).
Operating Profit
There was an operating loss of e30 million,
representing a decrease of e1,799 million
(102%) from the e1,769 million in 2007 as
a result of lower revenues.
Overall, staff expenses were down about
e3 million (1%) compared with the previous
year, from e472 million to e469 million,
due in part to the continuation of the leaving
incentive programme (those entitled to a
pension and the Solidarity Fund). In addition,
related to results lower than budget, variable
compensation, which normally depends
on these performances, was reduced
significantly.
UniCredit SpA · 2008 Reports and Accounts
25
Report on Operations
Income Statement (C
ontinued)
Net Profit
In the table below, the steps from
operating profit to net profit have been
reclassified for illustrative purposes. Here
again, the two years being compared
were made equivalent as described
above.
Net profit (loss)
(e million)
Year
2008
Operating profit (loss)
Net provisions for risks and charges
Integration costs
Net write-downs of loans and provisions for
guarantees and commitments
Net income from investments
PROFIT (LOSS) BEFORE TAX
Income tax for the year
NET PROFIT (LOSS) FOR THE YEAR
Provisions for risks and
charges
Provisions for risks and charges, at -e154
million compared with -e60 million in 2007,
are mainly attributable to provisions for legal
and tax disputes.
Carrying
amount
Restated
Carrying
amount
Restated
eM
Percent
3,262
-402
-66
-30
-154
-
1,154
-18
-67
1,769
-60
-162
-1,799
-94
+162
-101.7%.
+156.7%
-100.0%
-285
-286
2,223
1,058
3,281
-300
-276
-760
1,850
1,090
22
564
1,655
203
1,858
-5
671
2,213
387
2,600
-295
-947
-2,973
+1,463
-1,510
n.s.
n.s.
-134.3%
+378.0%
-58.1%
Net write-downs of
loans and provisions
for guarantees and
commitments
Net impairment losses on loans and
provisions for guarantees and commitments
totalled e300 million, an increase of e295
million over the e5 million in 2007 due to
impairment losses on non-performing loans
from UniCredit Banca, UniCredit Banca di
Roma, Banco di Sicilia and Bipop Carire
as a result of the business combination on
November 1, 2008. These loans were later
sold to Aspra Finance.
26
2008 Reports and Accounts · UniCredit SpA
Change
from restated
2007
Integration costs
At year-end 2008, integration costs were a
modest amount compared with the e162
million in 2007.
Net income from
investments
There was a net loss from investments of
e276 million, a decrease of e947 million
compared with net gains of e671 million
for 2007.
The main events affecting this item in 2008
were as follows:
- sales of equity investments of e306
million, of which e87 million for BPH,
e94 million for CE.BI, e83 million for
Attijariwafa Bank, e73 million for Société
Generale Securities Services, e28 million
for Fimit, e19 million for Euroclear and
-e99 million for Fineco Finance;
- impairment losses on equity investments of
e581 million including e308 for London
Stock Exchange, e182 million for Banco
do Sabadell, e34 million for Gemina,
e22 million for Bank BPH, e22 million for
Fineco Verwaltung, e9 million for Camfin,
e6 million for Euroclass Multimedia, e2
million for Investimenti Infrastrutture and
+e35 million for UPA.
Income Tax
Income taxes for the period were a positive
figure of e1.850 million (e387 million in
2007).
The amount of the taxes is influenced
by the application of art.15, para 10, of
the Law Decree nr. 185 dated 11/29/08
converted into Law. nr. 2 dated 1/29/09. The
mentioned Law allows the fiscal recognition
of the values resulting as goodwill in the
2008 balance sheet through the payment,
in one instalment, of a tax substitutive of
Ires and Irap equal to 16% of the difference
between the accounting and the tax value
of such goodwill. The goodwill value will be
recognised for tax purposes only and it may
be deducted from income over a nine-year
period starting from the year following that
of payment. The withholding tax will be paid
in 2009 and the goodwill will be deducted
starting from 2010.
After assessing the tax-deductible goodwill
at e8,651 million, “current tax” in the
amount of e1,384 million and “deferred
tax assets” in the amount of e2,379 million
have been recognized in the Accounts as at
December 31, 2008. The net result is e995
million of lower taxes. The deferred tax
assets are arising out of the application of
Ires tax, as there is not IRAP income.
Net Profit
The company’s net profit, which was
restated using the criteria described
above, stood at e1,090 million, a
decrease of 58% from e2,600 million in
the previous year.
One of the accounting treatments compliant
with Ias 12 allows to consider the tax
amortization of the goodwill as a deductible
temporary difference, with the following
possibility to write-up corresponding
deferred tax assets for an amount equal
to the expected tax benefit, provided that
there is a reasonable expectation of their
recovery. Since at present there are no
grounds to foresee that in the relevant years
the Group Entities included in the area of
tax consolidation will not have a sufficient
taxable income to take advantage of the
goodwill tax deductibility.
UniCredit SpA · 2008 Reports and Accounts
27
Report on Operations
Other Information
Transactions with Group Companies
The table below shows the assets, including
equity interests, liabilities, guarantees and
commitments outstanding as at December
31, 2008, in respect of direct and indirect
subsidiaries and companies subject to
significant influence.
Security Plan
As required by the Personal Data Protection
Code, i.e. Decree-Law 196/2003, (Rule
26 in Annex B: “Technical Specifications
concerning Minimum Security Measures”)
the Bank now has a Security Plan as
prescribed by Rule 19 of Annex B, which
will be up-dated for the year 2009 by
March 31, 2009.
Risks
Risks and uncertainties that the Group has
to face in the present circumstances are
fully described in the consolidated annual
report.
28
2008 Reports and Accounts · UniCredit SpA
(e million)
Subsidiaries
Companies subject to significant influence
Assets
Liabilities
Guarantees
and
Commitments
293,501
1,938
152,113
39
52,888
-
Shares held by Directors, Statutory Auditors, General Managers
and other Key Management Personnel
The table below provides information pursuant to Section 79 of Consob Regulation 11971 of May 14, 1999, as subsequently amended
and supplemented (last amendment: Consob Resolution 15520 of July 27, 2006).
Shares held by directors, statutory auditors, general managers and other key management personnel
position held
LAST, FIRST NAME
LIST OF DIRECTORS AS OF December 31, 2008
Chairman
Rampl Dieter
Deputy Vice Chairman
Gutty Gianfranco
Deputy Chairman
Bellei Franco
Deputy Chairman
Libonati Berardino
Deputy Chairman
Palenzona Fabrizio
Deputy Chairman
Wyand Anthony
indirectly held (spouse)
CEO
Profumo Alessandro
Director
Bischoff Manfred
Director
Calandra Buonaura Vincenzo
Director
Cucchiani Enrico Tommaso
Director
Fontanesi Donato
Director
Giacomin Francesco
Director
Gnudi Piero
indirectly held (spouse)
indirectly held (other)
Director
Kadrnoska Friedrich
Director
Kley Max Dietrich
Director
Ligresti Salvatore
Director
Maramotti Luigi
Director
Marocco Antonio Maria
Director
Pesenti Carlo
Director
Schinzler Hans-Jürgen
Director
von Bomhard Nikolaus
Director
Zwickl Franz
INTEREST IN
TYPE
OF
SHARE
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
ord.
NUMBER OF SHARES
HELD AT ACQUIRED DURING
END-20071
THE YEAR
227,795
75,000
50,000
14,000
2,702,842(2)
7,500
39,606
152,907
272,846
514,000
5,610,556
49,200
4,000
76,000
20,000
1
150,000
-
SOLD DURING
THE YEAR
HELD AT
END-20081
-
227,795
151,000
70,000
1
14,000
2,852,842
7,500
39,606
152,907
272,846
514,000
5,610,556
49,200
4,000
UniCredit SpA · 2008 Reports and Accounts
29
Report on Operations
Other Information (C
ontinued)
Shares held by Directors, Statutory Auditors, General Managers
and other Key Management Personnel (Continued)
(Shares held by directors, statutory auditors, general managers and other key management personnel - continued)
INTEREST IN
Mancuso Salvatore
UniCredit
ord.
-
Li Calzi Marianna
UniCredit
ord.
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
UniCredit
PGAM
BA-CA
HVB
Pekao
position held
LAST, FIRST NAME
UNTIL MARCH 31, 2008
Director
FROM MAY 8, 2008
Director
board of statutory auditors
Chairman
Loli Giorgio
Statutory Auditor
Statutory Auditor
Statutory Auditor
Statutory Auditor
NUMBER OF SHARES
TYPE
OF
SHARE
Francardo Gian Luigi
Mayr Siegfried
Milanese Aldo
Nicastro Vincenzo
KEY MANAGEMENT PERSONNEL
HELD AT ACQUIRED DURING
END-20071
THE YEAR
SOLD DURING
THE YEAR
HELD AT
END-20081
-
-
-
-
-
-
-
sav.
ord.
ord.
ord.
ord.
ord.
20,000
5,195
30,000
-
-
20,000
30,000
5,195
ord.
ord.
ord.
ord.
ord.
1,717,351
859
182,785
10,000
1,611,776
65,000
40,000
226,500
65,000
859
25,000
3,102,627
182,785
25,000
1. or start/end date of position if not the same as the reference periods indicated.
2. the reported number differs from the one indicated in UniCredit 2007 Annual Report (i.e. 2,452,842 ordinary shares) due to a purchase of 250,000 ordinary shares made in May 2004, regularly reported to Borsa
Italiana according to the Internal dealing rules (warning n. 5469 of May,13 2004) but not counted in data provided in 2004 Annual Report. Such inaccuracy affected also the reports on shares held in the following
years.
30
2008 Reports and Accounts · UniCredit SpA
Subsequent Events and Outlook
Subsequent Events
To implement the capital increase approved
by the Shareholders’ Meeting on November
14, 2008, from January 5 to 23 the new
shares were offered to holders of UniCredit
ordinary and savings shares in a ratio of 4
ordinary shares for every 55 shares held at
a unit issuance price of 3.083 per share,
with a share premium of 2.583. At the
end of the option exercise period, 4,647,192
UniCredit shares were subscribed, equal to
0.48% of the shares offered.
Unexercised options were then offered by
UniCredit on the MTA of Borsa Italiana, but
none were purchased. Then, on February 23,
2009, Mediobanca underwrote 967,578,184
shares pursuant to the security agreement
entered into by the latter with the obligation
to underwrite a quantity of newly issued
shares corresponding to the unexercised
options. Thus, the capital increase of
2,997,370,834.21 was fully subscribed
including 486,112,688.00 in share capital
and 2,511,258,146.21 in share premium.
Nearly all the shares underwritten by
Mediobanca were used to support the
issuance of financial instruments (the
so-called CASHES); the features of these
instruments are fully described in the
section Steps to Strenghten Capital of the
consolidated annual report.
As part of measures to strengthen the
company’s capital base, at the time the
distribution of 2008 profits was approved,
a proposal was made concerning the
establishment of a specific “Reserve for
allocating profits to Shareholders through
the issuance of new free shares.”
The reserve will be allocated to share capital
in relation to a proposed free increase
in share capital pursuant to Article 2442
of the Civil Code through the issuance
of 4,821,213,831 ordinary shares and
4,341,310 savings shares with a nominal
value of 0.50 for a total nominal amount
of 2,412,777,570.50. It is proposed
that the new shares will be issued in the
following proportions:
• 13 ordinary shares for every 36 ordinary
shares held, with the exception of
476,000 ordinary treasury shares held
and 967,564,061 ordinary shares
underwritten by Mediobanca and used
to support the issuance of the CASHES
financial instruments;
• 1 savings shares for every 5 savings
shares held.
The Board of Directors, with the aim of
further strengthening the existing policy
of strong support to the economy and in
order to align the Group to the European
competitive context, where the major
banks have already applied for or received
comparable instruments, mandated the
CEO to negotiate the terms and conditions
related to the issuance of Government capital
instruments for an amount of up to Euro
4 billion. Such instruments will be made
available for subscription by the Finance
Ministry in Austria, by the Economy and
Finance Ministry in Italy and by third party
investors.
UniCredit SpA · 2008 Reports and Accounts
31
Report on Operations
Subsequent Events and Outlook (C
ontinued)
Outlook
The applicable external environment,
which is characterised by a projected
recessionary economic situation
whose negative impact will affect
financial market performance, will have
repercussions on the management of
current operations in 2009.
Overall revenue performance will be
affected by high volatility, however net
Milan, March 17, 2009
32
Chairman DIETER RAMPL
2008 Reports and Accounts · UniCredit SpA
interest income is projected to improve
due to the foreseeable reduction in
interest rates that will lower the cost of
accessing capital markets.
Moreover, in order to effectively deal with
the negative environment, the company
has taken steps to closely manage costs
through rationalisation measures that
follow on from efficiency improvements
that were started in 2008 along with
a careful assessment of discretionary
expenses.
Further details and informations are
represented in the consolidated annual
report.
BOARD OF DIRECTORS
CEO
ALESSANDRO PROFUMO
tourist
«turnWtoe ushadwitha foreign
a problem.
Even though it was not
possible to resolve his
problem from our office,
I took my time to help him.
I think he left satisfied,
reassured that his bank
is there for him anywhere
he goes. These are the
moments when we can
show our true commitment
to the bank and our
customers. Every one of our
employees represents the
whole uniCredit group.»
reet Trumm
Estonia
peter Bodensteiner
Germany
ne of our core values
«is O
trust. Trust is the most
important asset in financial
markets. In our business,
we receive the trust of
our clients every time
they use uniCredit group
as their point of entry to
international markets.
This makes it necessary
every day to work towards
earning our clients’ trust for
tomorrow.»
Proposal to the Shareholders’ Meeting
To the Shareholders,
On the basis of the Report on Operations
accompanying these Accounts, we ask
you to approve the Accounts of UniCredit
S.p.A. as at December 31, 2008 being
the Balance Sheet, Income Statement,
Statement of Changes in Shareholders’
Equity, Cash Flow Statement and Notes to
the Accounts, as submitted by the Board
of Directors, as a whole and the individual
entries thereof.
Appropriation of net profit:
2008 Income Statement showed net profits, entirely available for distribution
in accordance with art. 6 of Legislative Decree 38 dated February 28, 2005, of
e 3,281,086,843.54
which we propose to distribute as follows:
- to the Legal Reserve pursuant to the Articles of Association, article 32
- to the Shareholders:
- dividend of e 0.025 pursuant to art. 32, 1° paragraph, letter b) of Articles of
Association, for each of the 21,706,552 saving shares
- to the Reserve for allocating profits to Shareholders through the issuance
of new free shares
- to the Statutory Reserve
e 202,971,780.64
e 542,663.80
e 2,412,777,570.50
e 664,794,828.60
e 3,281.086,843.54
Milan, March 17, 2009
Chairman DIETER RAMPL
BOARD OF DIRECTORS
CEO
ALESSANDRO PROFUMO
UniCredit SpA · 2008 Reports and Accounts
35
urska Kolar Stuklek
Slovenia
Any offering or
«proposal
I prepare for
customers or colleagues
is always checked by my
conscience.
I ask myself, “have
I considered all options?
Is this the best solution?”
I can only commit to my
customers and colleagues
if the proposal would
satisfy me were I standing
in their shoes.»
Company Accounts and Annexes
Accounts
39
Notes to the Accounts 49
Annexes
253
Certification pursuant to Art. 81-ter of CONSOB
Regulation no. 11971/99, as amended 273
UniCredit SpA · 2008 Reports and Accounts
37
Company Accounts
Company Accounts as at December 31, 2008
Balance Sheet
Income Statement Statement of Changes in Shareholders’ Equity
Cash Flow Statement
UniCredit SpA · 2008 Reports and Accounts
40
40
43
44
46
39
Company Accounts and Annexes
Company Accounts
Accounts
Balance Sheet
Assets
10.
20.
30.
40.
50.
60.
70.
80.
90.
100.
110.
120.
Cash and cash balances
Financial assets held for trading
Financial assets at fair value through profit or loss
Available-for-sale financial assets
Held-to-maturity investments
Loans and receivables with banks
Loans and receivables with customers
Hedging derivatives
Changes in fair value of portfolio hedged financial assets (+/-)
Equity investments
Property, plant and equipment
Intangible assets:
of which:
- goodwill
130. Tax assets:
a) current tax assets
b) deferred tax assets
140. Non-current assets and disposal groups classified as held for sale
150. Other assets
Total assets
40
2008 Reports and Accounts · UniCredit SpA
(e)
12.31.2008
12.31.2007
33,406,999
9,004,620,633
318,008,018
3,284,636,861
6,622,865,723
208,438,532,642
36,518,992,685
2,038,583,031
71,457,550
69,852,748,035
37,846,644
8,771,798,523
4,026,899,006
11,157,337,462
58,957,693
3,281,099,327
2,796,247,097
162,819,653,240
21,243,201,945
568,898,511
(596,236)
72,332,656,928
25,065,779
4,268,230,847
8,738,566,004
6,076,925,808
1,393,430,870
4,683,494,938
39,930
5,019,962,725
356,090,425,807
4,162,547,796
4,279,175,870
2,575,156,791
1,704,019,079
712,151,777
2,232,777,530
289,801,756,776
Balance Sheet
(e)
Liabilities and Shareholders' Equity
10.
20.
30.
40.
50.
60.
70.
80.
90.
100.
110.
120.
130.
160.
170.
180.
190.
200.
Deposits from banks
Deposits from customers
Debt securities in issue
Financial liabilities held for trading
Financial liabilities at fair value through profit or loss
Hedging derivatives
Changes in fair value of portfolio hedged financial liabilities (+/-)
Tax liabilities:
a) current tax liabilities
b) deferred tax liabilities
Liabilities included in disposal groups classified as held for sale
Other liabilities
Provision for employee severance pay
Provisions for risks and charges:
a) post-retirement benefit obligations
b) other provisions
Revaluation reserves
Reserves
Share premium
Share capital
Treasury shares (-)
Net Profit or Loss (+/-)
Total liabilities and shareholders' equity
12.31.2008
12.31.2007
157,703,378,386
9,192,910,564
122,334,037,484
3,893,113,076
2,914,023,126
1,014,635,139
2,665,342,753
2,131,139,237
534,203,516
3,811,715,339
81,590,898
1,490,015,910
916,397,140
573,618,770
168,228,357
6,788,218,163
34,070,282,307
6,684,287,462
(2,440,001)
3,281,086,844
356,090,425,807
97,941,324,665
7,863,436,091
110,813,498,929
7,725,858,771
6,016,375,929
2,595,953,281
(709,831,406)
2,006,645,153
1,311,452,249
695,192,904
371,169,870
3,354,234,593
63,513,475
1,159,380,306
485,134,183
674,246,123
450,256,676
8,260,251,637
33,707,908,266
6,682,682,748
(358,415,712)
1,857,513,504
289,801,756,776
Note: balances at 12.31.2007 have been changed, since the "Purchase Price Allocation" connected to the business combination with Capitalia S.p.A.
UniCredit SpA · 2008 Reports and Accounts
41
Company Accounts and Annexes
Company Accounts (C
ontinued)
42
2008 Reports and Accounts · UniCredit SpA
Accounts
Income Statement
(e)
Items
10.
20.
30.
40.
50.
60.
70.
80.
90.
100.
110.
120.
130.
140.
150.
160.
170.
180.
190.
200.
210.
240.
250.
260.
270.
290.
Interest income and similar revenues
Interest expense and similar charges
Net interest margin
Fee and commission income
Fee and commission expense
Net fees and commissions
Dividend income and similar revenue
Gains and losses on financial assets and liabilities held for trading
Fair value adjustments in hedge accounting
Gains and losses on disposal of:
a) loans
b) available-for-sale financial assets
c) held-to-maturity investments
d) financial liabilities
Gains and losses on financial assets/liabilities at fair value through profit or loss
Operating income
Impairment losses on:
a) loans
b) available-for-sale financial assets
c) held-to-maturity investments
d) other financial assets
Net profit from financial assets
Administrative costs:
a) staff expenses
b) other administrative expenses
Provisions for risks and charges
Impairment/write-backs on property, plant and equipment
Impairment/write-backs on intangible assets
Other net operating income
Operating costs
Profit (loss) of associates
Gain and losses on disposal of investments
Total profit or loss before tax from continuing operations
Tax expense (income) related to profit or loss from continuing operations
Total profit or loss after tax from continuing operations
Net Profit or Loss for the year
12.31.2008
12.31.2007
19,268,768,404
(15,842,899,080)
3,425,869,324
2,653,701,150
(188,308,495)
2,465,392,655
2,974,650,605
(240,012,518)
(6,459,172)
(320,079,591)
(421,852,146)
94,735,951
7,036,604
(49,685,146)
8,249,676,157
(432,523,126)
172,638,633
(568,940,173)
19,916
(36,241,502)
7,817,153,031
(5,505,886,217)
(3,013,418,467)
(2,492,467,750)
(401,879,424)
(56,917,050)
(34,384,323)
216,823,807
(5,782,243,207)
187,185,159
1,353,427
2,223,448,410
1,057,638,434
3,281,086,844
3,281,086,844
6,147,448,334
(7,305,510,168)
(1,158,061,834)
91,553,880
(30,254,026)
61,299,854
2,834,584,725
5,333,905
4,604,525
751,230,535
3,883
744,232,933
6,993,719
(1,768,663)
2,497,223,047
17,288,540
33,219,537
(4,837,106)
(11,093,891)
2,514,511,587
(713,190,969)
(388,138,367)
(325,052,602)
(18,372,622)
(11,042,520)
(2,675,303)
61,914,138
(683,367,276)
(176,322,057)
642,898
1,655,465,152
202,048,352
1,857,513,504
1,857,513,504
Note: balances at 12.31.2007 have been changed, since the "Purchase Price Allocation" connected to the business combination with Capitalia S.p.A.
UniCredit SpA · 2008 Reports and Accounts
43
Company Accounts and Annexes
Company Accounts (C
ontinued)
Statement of changes in Shareholders' Equity
Statement of changes in Shareholders' Equity as at 12.31.2008
(e)
ALLOCATION OF PROFIT
FROM PREVIOUS YEAR
CHANGES DURING THE PERIOD
Share capital:
a) ordinary shares
b) other shares
Share premium
Reserves:
SHAREHOLDERS' EQUITY AS AT 12.31.2008
NET PROFIT OR LOSS AS AT 12.31.2008
Stock
options
OWN SHARE DERIVATIVES
6,682,682,748
- 6,682,682,748
-
-
- 1,604,714
-
-
-
-
-
- 6,684,287,462
6,671,829,472
- 6,671,829,472
-
-
- 1,604,714
-
-
-
-
-
- 6,673,434,186
10,853,276
33,707,908,266
10,853,276
-
-
-
-
-
-
-
-
-
-
- 33,707,908,266
-
-
-
- 6,398,329
355,975,712
-
-
-
-
- 34,070,282,307
10,853,276
8,260,251,637
- 8,260,251,637 212,712,095 (1,786,311,190)
472,546,422
- (424,217,893)
-
-
- 53,237,092
- 6,788,218,163
a) from profits
1,959,832,311
- 1,959,832,311 212,712,095 (1,786,311,190)
197,323
- (585,529,909)
-
-
-
-
b) other
6,300,419,326
- 6,300,419,326
-
-
-
- 53,237,092
Revaluation reserves:
a) available-for-sale
b) cash-flow hedging
c) other (1)
Equity instruments
Treasury shares
Net Profit (Loss) for the year
Shareholders' equity
-
-
472,349,099
161,312,016
-
(199,099,370)
- 6,987,317,533
450,256,676
-
450,256,676
-
- (282,028,319)
-
-
-
-
-
-
-
165,258,089
-
165,258,089
-
- (262,805,508)
-
-
-
-
-
-
-
(97,547,419)
7,978,558
-
7,978,558
-
-
-
-
-
-
-
-
-
(11,244,253)
277,020,029
-
277,020,029
-
-
-
-
-
-
-
-
-
-
277,020,029
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(358,415,712)
-
(358,415,712)
-
-
-
-
355,975,711
-
-
-
-
-
(2,440,001)
-
-
-
-
-
-
- 3,281,086,844 3,281,086,844
190,518,103 8,003,043
287,733,530
-
-
- 53,237,092 3,281,086,844 50,989,663,132
1,857,513,504
50,600,197,119
- 1,857,513,504 (212,712,095) (1,644,801,409)
- 50,600,197,119
- (3,431,112,599)
(19,222,811)
Note: balances at 12.31.2007 have been changed, since the "Purchase Price Allocation" connected to the business combination with Capitalia S.p.A.
1. Special revaluation laws.
44
CHANGE IN EQUITY INSTRUMENTS
DISTRIBUTION OF EXTRAORDINARY DIVIDENDS
ACQUISITION OF TREASURY SHARES
ISSUE OF NEW SHARES
CHANGES IN RESERVES
DIVIDENDS
RESERVES
BALANCE AS AT 1.1.2008
BALANCE AS AT 12.31.2007
CHANGE IN OPENING BALANCE
SHAREHOLDERS' EQUITY TRANSACTIONS
2008 Reports and Accounts · UniCredit SpA
168,228,357
Statement of changes in Shareholders' Equity as at 12.31.2007
(e)
ALLOCATION OF PROFIT
FROM PREVIOUS YEAR
CHANGES DURING THE PERIOD
Share capital:
a) ordinary shares
b) other shares
Share premium
Reserves:
a) from profits
b) other
Revaluation reserves:
a) available-for-sale
b) cash-flow hedging
c) other (1)
Equity instruments
Treasury shares
Net Profit (Loss) for the year
Shareholders' equity
SHAREHOLDERS' EQUITY AS AT 12.31.2007
NET PROFIT OR LOSS AS AT 12.31.2007
Stock
options
OWN SHARE DERIVATIVES
CHANGE IN EQUITY INSTRUMENTS
DISTRIBUTION OF EXTRAORDINARY DIVIDENDS
ACQUISITION OF TREASURY SHARES
ISSUE OF NEW SHARES
CHANGES IN RESERVES
DIVIDENDS
RESERVES
BALANCE AS AT 1.1.2007
BALANCE AS AT 12.31.2006
CHANGE IN OPENING BALANCE
SHAREHOLDERS' EQUITY TRANSACTIONS
5,219,125,767
- 5,219,125,767
-
-
- 1,463,556,981
-
-
-
-
-
- 6,682,682,748
5,208,272,491
- 5,208,272,491
-
-
- 1,463,556,981
-
-
-
-
-
- 6,671,829,472
10,853,276
17,628,233,262
10,853,276
-
-
-
-
-
-
-
-
-
-
- 17,628,233,262
-
-
-
- 16,079,675,004
-
-
-
-
-
- 33,707,908,266
10,853,276
4,774,160,923
- 4,774,160,923
528,280,675
- 2,927,945,803
(2,042,550)
-
-
-
-
31,906,786
- 8,260,251,637
1,451,569,159
- 1,451,569,159
528,280,675
-
(2,042,550)
-
-
-
-
-
- 1,959,832,311
(17,974,973)
3,322,591,764
- 3,322,591,764
-
- 2,945,920,776
-
-
-
-
-
31,906,786
1,155,829,743
- 1,155,829,743
-
- (705,573,067)
-
-
-
-
-
-
-
- 6,300,419,326
450,256,676
867,493,581
-
867,493,581
-
- (702,235,492)
-
-
-
-
-
-
-
165,258,089
11,316,133
-
11,316,133
-
-
(3,337,575)
-
-
-
-
-
-
-
7,978,558
277,020,029
-
277,020,029
-
-
-
-
-
-
-
-
-
-
277,020,029
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(358,415,712)
-
(358,415,712)
-
-
-
-
-
-
-
-
-
-
(358,415,712)
(528,280,675) (2,486,228,845)
-
-
-
-
-
-
- 1,857,513,504 1,857,513,504
- (2,486,228,845) 2,222,372,736 17,541,189,435
-
-
-
-
31,906,786 1,857,513,504 50,600,197,119
3,014,509,520
- 3,014,509,520
31,433,443,503
- 31,433,443,503
Note: balances at 12.31.2007 have been changed, since the "Purchase Price Allocation" connected to the business combination with Capitalia S.p.A.
1. Special revaluation laws
UniCredit SpA · 2008 Reports and Accounts
45
Company Accounts and Annexes
Company Accounts (C
ontinued)
Cash Flow Statement
Cash Flow Statement
A. OPERATING ACTIVITIES
1.Operations
- profit (loss) for the period (+/-)
- profit (loss) of merged companies (+/-)
- capital gains/losses on financial assets/liabilities held for trading and on assets/liabilities at fair value through
profit and loss (+/-)
- capital gains/losses on hedging transactions (+/-)
- net write-offs/write-backs due to impairment (+/-)
- net write-offs/write-backs on tangible and intangible assets (+/-)
- provisions and other income/expenses (+/-)
- tax not paid (+/-)
- other adjustements
2. Liquidity generated/absorbed by financial assets
- financial assets held for trading
- financial assets at fair value through profit and loss
- available-for-sale financial assets
- loans and receivables with banks
- loans and receivables with customers
- other assets
3. Liquidity generated/absorbed by financial liabilities
- deposits from banks
- deposits from customers
- debt securities in issue
- financial liabilities held for trading
- financial liabilities designated at fair value through profit or loss
- other liabilities
Net liquidity generated/absorbed by operating activities
B. INVESTING ACTIVITIES
1. Liquidity generated by:
- sales of equity investments
- collected dividends on equity investments
- sales of financial assets held to maturity
- sales of property, plant and equipment
- sales of intangible assets
- disposal of businesses
2. Liquidity absorbed by:
- purchases of equity investments
- purchases of financial assets held to maturity
- purchases of tangible assets
- purchases of intangible assets
- purchase of businesses
Net liquidity generated/absorbed by investing actvities
C. FINANCING ACTIVITIES
- issue/purchase of treasury shares
- issue/purchase of equity instruments
- distribution of dividends and other purposes
Net liquidity generated/absorbed by financing actvities
NET LIQUIDITY GENERATED/ABSORBED DURING THE PERIOD
(e)
12.31.2008
12.31.2007
-2,880,798,577
3,281,086,844
-2,925,418,171
-636,071,322
1,857,513,504
-
-122,225,078
3,180,876
607,363,512
10,129,875
-27,673,478
-1,096,641,462
-2,610,601,495
-78,608,916,264
1,828,919,766
-314,350,303
-340,775,913
-68,076,858,699
-13,735,737,566
2,029,886,451
82,570,458,717
80,513,026,519
1,235,600,141
11,299,266,369
-3,545,188,962
-6,016,375,929
-915,869,421
1,080,743,876
-2,295,039
-4,604,525
10,621,915
13,717,823
14,960,303
-195,731,673
-2,330,253,630
-8,706,488,585
2,340,248,433
24,283,499
348,818,482
-6,292,840,254
-6,129,989,758
1,002,991,013
28,314,807,943
8,735,664,906
837,898,803
12,905,950,355
328,967,209
3,849,911,909
1,656,414,761
18,972,248,036
5,516,348,885
549,056,237
2,771,618,840
75,000,000
18,424,271
471,340
2,101,778,197
-6,941,675,712
-2,994,778,115
-3,853,261,762
-58,256,180
-35,379,655
-1,425,326,827
2,826,291,445
117,760,924
2,706,137,678
2,381,327
10,514
1,002
-15,332,318,593
-13,247,734,430
-2,068,612,878
-14,197,243
-774,042
-1,000,000
-12,506,027,148
-221,551,154
-3,431,112,599
-3,652,663,753
-3,997,246,704
23,137,386
-2,486,228,845
-2,463,091,459
4,003,129,429
Note: balances at 12.31.2007 have been changed, since the "Purchase Price Allocation" connected to the business combination with Capitalia S.p.A.
LEGEND: (+) generated; (-) absorbed
46
2008 Reports and Accounts · UniCredit SpA
Reconciliation
Cash and cash equivalents at the beginning of the year
Net liquidity generated/absorbed during the period
Cash and cash equivalents: effect of exchange differences
Cash and cash equivalents at the end of the period
(e)
12.31.2008
12.31.2007
4,026,899,006
-3,997,246,704
3,754,697
33,406,999
25,707,391
4,003,129,429
-1,937,814
4,026,899,006
LEGEND: (+) generated; (-) absorbed
UniCredit SpA · 2008 Reports and Accounts
47
Notes to the Accounts
Part A) Accounting Policies
51
Part B) Balance Sheet
83
Part C) Income Statement 147
Part D) Segment Reporting
167
Part E) Risks and Hedging Policies
171
Part F) Shareholders’ Equity
225
Part G) Business Combinations
233
Part H) Related-Party Transactions
237
Part I) Share-based Payments
247
UniCredit SpA · 2008 Reports and Accounts
49
Notes to the Accounts
Part A) Accounting Policies
A1) General
Section 1 - Statement of compliance with IFRS
52
Section 2 - Preparation criteria
52
Section 3 - Subsequent events
53
Section 4 - Other matters
53
A2) The Main Items of the Accounts 1 - Financial assets held for trading (HfT)
56
2 - Available-for-sale financial assets (AfS)
57
3 - Held-to-maturity investments (HtM)
58
4 - Loans and receivables
59
5 - F inancial instruments at fair value
through profit or loss (FlaFV)
62
6 - Hedge accounting
63
7 - Equity investments
64
8 - Property, plant and equipment
66
9 - Intangible assets
10 - Non-current assets held for sale
68
69
11 - Current and deferred tax
69
12 - Provisions for risks and charges
70
13 - Liabilities and securities in issue
71
14 - Financial liabilities held for trading
72
15 - F inancial liabilities at fair value
through profit or loss
72
16 - Foreign currency transactions
72
17 - Other information
73
UniCredit SpA · 2008 Reports and Accounts
51
Company Accounts and Annexes
Notes to the Accounts
Part A) Accounting Policies
A1) General
Section 1 - Statement of compliance with IFRS
These Accounts have been compiled according to the accounting principles issued as at December 31, 2008 by the International Accounting Standards
Board (IASB), including all interpretations of SIC and IFRIC, endorsed by the European Commission, as provided for by the European Union Regulation no.
1606/2002, which was transposed in Italian law by the Legislative Decree no. 38 dated February 28, 2005 (see Section 4 - Other matters).
This report is part and parcel of the Annual Financial Statements under section 154-ter, paragraph 1 of the Single Finance Act (TUF, Leg.
Decree no. 58 dated 2/24/1998).
Banca d’Italia, whose powers as per LD #87/92 in relation to banks’ and regulated financial companies’ Accounts were confirmed in the
above-mentioned LD, laid down the formats for the Accounts and the Notes to the Accounts in its circular #262 dated December 22, 2005.
Section 2 - Preparation criteria
As mentioned above, these Accounts have been prepared in accordance with the IFRS endorsed by the European Commission up to December
31, 2008.
The following documents were used to interpret and support the application of IFRS (albeit not endorsed by the EC):
• Framework for the Preparation and Presentation of Financial Statements issued by the IASB in 2001;
• Implementation Guidance, Basis for Conclusions, IFRIC and any other documents prepared by the IASB or IFRIC (International Financial
Reporting Interpretations Committee) supplementing IFRS;
• Interpretative documents on the application of IFRS in Italy prepared by the Organismo Italiano di Contabilità (OIC) and Associazione Bancaria
Italiana (ABI).
The accounts comprise the Balance Sheet, the Income Statement, the Statement of Changes in Shareholders’ Equity, the Cash¬flow Statement
(compiled using the indirect method) and the Notes to the Accounts accompanied by the Directors’ Report on Operations.
Unless otherwise specified, figures are given in thousands of euros. In accordance with Banca d’Italia Circular no. 262/2005, items and
tables for which there is no significant information to be disclosed are not included in these Notes.
As noted in the Report on Operations these Accounts were compiled on the assumption that they should present a continuing business.
At present there is no uncertainty as to the Company’s ability to continue its business operations as envisaged by IAS 1. Measurement criteria
are therefore in accordance with this assumption and with the principles of competence, relevance and materiality in financial statements and
the priority of economic substance over juridical form. These principles are unchanged from 2007.
Risk and uncertainty due to use of estimated figures
IFRS require that management provide valuations, estimates and projections with a bearing on the application of accounting principles and the
carrying amount of assets, liabilities, expenses and revenue. Estimates and related projections based on experience; other factors judged to be
reasonably included were used to estimate the carrying value of assets and liabilities not readily obtainable from other sources.
Estimated figures have been used for the recognition of the largest value-based items in the Accounts at December 31, 2008, as required
by the accounting standards and regulations detailed above. These estimates are largely based on calculations of future recoverability of the
values recognized in the Accounts under the rules contained in current legislation and were made assuming the continuity of the business, i.e.
without considering the possibility of the forced sale of the items so valued.
52
2008 Reports and Accounts · UniCredit SpA
The processes adopted support the values recognized at December 31, 2008. Valuation was particularly complex given the current macroeconomic and market situation, which evince unusual volatility in all the financial data indispensable for valuation, and the consequent difficulty
in making performance forecasts, even for the short term, in relation to the mentioned financial parameters which significantly affect estimates.
The parameters and information used to check the mentioned values were therefore significantly affected by the above factors, which could
change rapidly in ways that cannot currently be foreseen, such that further effects on future balance-sheet values cannot be ruled out.
Estimates and projections are regularly reviewed. Any changes arising from these reviews is recognised in the period in which it is carried out,
provided that it concerns that period. If the reappraisal concerns both current and future periods it is recognised in both current and future
periods as appropriate.
Section 3 - Subsequent events
No substantial events have occurred after the balance sheet date that would make it necessary to change the information given in the
Accounts as at 12.31.2008.
Further details and information are represented in the consolidated annual report.
Section 4 - Other matters
It should be noted that the business combination with the former Capitalia group through the merger of Capitalia S.p.A. into UniCredit S.p.A.
took effect on October 1, 2007. Thus, comparative figures from the income statement as at December 31, 2007 include the results of
Capitalia S.p.A. for the period October 1, to December 31, 2007.
As required by IFRS 3, on the acquisition date of October 1, 2007, the acquisition cost was temporarily allocated with a fair value adjustment
of the Capitalia S.p.A. net assets acquired (mainly equity investments, tangible and intangible assets, loans and securities in issue), and the
remainder was allocated to goodwill.
Complete allocation of the purchase price was achieved within 12 months as required by IFRS 3. The changes to the fair values of assets
acquired and liabilities and contingent liabilities assumed that had been recognised previously resulted in the adjustment of balance sheet
figures and income statement figures as at December 31, 2007 used for comparison purposes.
In addition, as a part of the reorganisation of the operations of the Group’s Italian commercial banks, UniCredit Banca S.p.A., UniCredit Banca
di Roma S.p.A., Banco di Sicilia S.p.A. and Bipop Carire S.p.A. were merged into UniCredit S.p.A. with legal effect from November 1, 2008, but
with effect for accounting and tax purposes from January 1, 2008.
On the same effective date, November 1, 2008, certain businesses, which had belonged to the above banks, were transferred to UniCredit
Banca, UniCredit Banca di Roma, Banco di Sicilia, UniCredit Banca per la Casa (now UniCredit Consumer Financing Bank), UniCredit Corporate
Banking, UniCredit Private Banking and UniCredit Real Estate in keeping with the referenced reorganisation and based on the divisional
business model already applied to UniCredit’s banks before the acquisition of Capitalia Group.
Under the reorganization the assets and liabilities of the entities absorbed by UniCredit S.p.A. were recognized at the values ruling in their
accounts at October 31, 2008. The subsequent transfer of assets and liabilities on the same date as the absorption retained these values.
As a result of these transactions, the income statement figures for UniCredit S.p.A. as at December 31, 2008 include the results of the banks
absorbed effective January 1, 2008.
In order to compare the operating results as at December 31, 2008 with pro-forma restated results for the previous year including Capitalia
UniCredit SpA · 2008 Reports and Accounts
53
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
S.p.A., see the Report on Operations, in which the 2008 income statement has also been restated by eliminating the impact of the mergers
indicated that occurred during the year. It should be noted that reclassified accounts are used in the Report on Operations, and a reconciliation
with official accounts is provided in Annex 1.
Finally, two bulk sales were completed during the year to Aspra Finance S.p.A. of non-performing loans and related entries from the former
Capitalia S.p.A. as well as the other banks absorbed as noted above.
These transactions were carried out in order to reorganise the business according to the Group’s model. Since there was no transfer of control
over companies or businesses, they were not treated as prescribed by IFRS 3.
Their business rationale is the restructuring or reorganisation of business activities within the Group with no transfer of control over the
assets and no trades with independent parties, such that there would be an exchange with economic third parties. They are not purchases in
the economic sense and therefore the principle of prudence should have priority, and thus the accounting methods used should ensure the
continuance of value.
Accordingly, these transactions were recognized on the principle of perpetuating the carry value of the sellers. Differences between these value
and the actual transfer prices were recognized, net of the tax effect, in equity, by both the seller and the buyer.
Since 2008 the following principles or accounting interpretations have become effective:
- IFRIC 11: IFRS 2 - Group and Treasury Share Transactions (transposed into EC regulation 611/2007);
- Amendments to IAS 39 and IFRS 7 “Reclassification of Financial Instruments” (transposed into EC regulation 1004/2008).
The interpretation of IFRIC 11 clarifies the accounting recognition of share based payments made with equity instruments issued by the Parent
or by other Subsidiaries. In this respect we note that UniCredit S.p.A. has already been using accounting policies, in line with interpretation
instructions, and therefore the adoption thereof did not affect the Accounts.
Changes to IAS 39 and IFRS 7 introduce the opportunity to condense financial assets “held for trading” and “held for sale” and require the
disclosure of additional information on condensed assets. For a description of the implementation of these changes in the 2008 Accounts see
Chapters 1 and 4 in Part A.2) relating to the main items and part B) Balance Sheet - Assets.
The European Commission also transposed some accounting principles which have become effective after December 31, 2008, for which
UniCredit did not avail itself of the possibility to implement them in advance.
These principles are:
- IAS 1: Presentation of Financial Statements (transposed into regulation EC 1274/2008);
- IAS 23: Borrowing costs (transposed into EC regulation 1260/2008);
- Amendments to IAS 32: Financial Instruments: Disclosure and Presentation and to IAS 1: Presentation of Financial Statements - (transposed
into EC regulation 53/2009);
- Amendments to IFRS 1: First-time Adoption of IFRS and to IAS 27: Consolidated and Separate Financial Statements - Cost of an Investment
in a Subsidiary, Jointly-Controlled Entity or Associate (transposed into EC regulation 69/2009);
- Amendment to IFRS 2: Share-Based Payment (transposed into EC regulation 1261/2008);
- IFRS 8: Operating Segments (transposed into EC regulation 1358/2007);
- IFRIC 13: Customer Loyalty Programmes (transposed into EC regulation 1262/2008);
- IFRIC 14: The limit of a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (transposed into EC regulation
1263/2008);
- Improvements to IFRSs (transposed into EC regulation 70/2009).
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2008 Reports and Accounts · UniCredit SpA
The required changes are under examination. We do not in any case believe that these standards will have any significant impact on our
income statement or balance sheet.
As at December 31, 2008 the IASB had issued or reviewed the following accounting principles:
- Amendments to IAS 27: Consolidated and Separate Financial Statements;
- Amendments to IAS 39: Financial Instruments - Eligible Hedged Items;
- Amendments to IAS 39: Reclassification of Financial Assets - Effective Date and Transition;
- IFRS 1: First-time Adoption of IFRS
- IFRS 3 : Business Combinations;
- IFRIC 12: Service Concession Arrangements;
- IFRIC 15: Agreements for the Construction of Real Estate;
- IFRIC 16: Hedges of a Net Investment in a Foreign Operation;
- IFRIC 17: Distribution of a Non-Cash Assets to Owners;
- IFRIC 18: Transfers of Assets from Customers.
However, the adoption of these principles by UniCredit S.p.A. is subject to transposition thereof by the European Union.
These accounts are audited by KPMG S.p.A. pursuant to LD 58/98 and the resolution passed by the Shareholders' Meeting on May 10, 2007.
The Board of Directors approved these Accounts on March 17, 2009 and authorized the publication of the essential figures.
The whole document is lodged with the competent offices and entities as required by law.
UniCredit SpA · 2008 Reports and Accounts
55
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
A2) The Main Items of the Accounts
1 - Financial Assets held for trading (HfT)
A financial asset is classified as held for trading if it is:
1. acquired or incurred principally for the purpose of selling or repurchasing it in the near term;
2. part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of
short-term profit-taking;
3. a derivative (except for derivatives which constitute financial guarantees, see Section 17, and derivatives designated as hedging instruments
- see Section 6).
When an HfT financial asset is recognised initially, it is measured at its fair value excluding transaction costs and income which shall be
directly recognised in profit and loss even when directly attributable to the acquisition or issue of the financial asset.
After initial recognition these financial assets are measured at their fair value through profit or loss.
A gain or loss arising from sale or redemption or a change in the fair value of a HfT financial asset is recognised in profit or loss in item 80
“Gains (losses) on financial assets and liabilities held for trading”, with the exception of financial derivatives relating to a fair value option
of which gains and losses, whether realised or measured, are booked in item 110. “Gains (losses) on financial assets/liabilities at fair value
through profit and loss" (please see Ch. 5). If the fair value of a financial asset falls below zero. it is recognised in item 40 “Financial liabilities
held for trading”.
A derivative is a financial instrument or other contract with all three of the following characteristics:
1. its value changes in response to the change in a specified interest rate, financial instrument price, commodity price, foreign exchange rate,
index of prices or rates, credit rating or credit index, or other variable (usually called the ‘underlying’);
2. it requires no initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would
be expected to have a similar response to changes in market factors;
3. it is settled at a future date.
An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract. with the effect
that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. A derivative that is attached to a
financial instrument but is contractually transferable independently of that instrument, or has a different counterparty from that instrument, is
not an embedded derivative, but a separate financial instrument.
An embedded derivative is separated from the host contract and recognised as a derivative if:
1. the economic characteristics and risks of the embedded derivative are not closely related to those of the host contract;
2. a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative;
3. the hybrid (combined) instrument is not measured at fair value through profit or loss.
If it is necessary to separate an embedded derivative from its host contract, but it is not possible to measure the embedded derivative
separately either at acquisition or at a subsequent financial reporting date, the entire combined contract is treated as an HfT financial asset or
financial liability.
When an embedded derivative is separated, the host contract is recognised according to its category.
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2008 Reports and Accounts · UniCredit SpA
EC Regulation 1004 dated October 15, 2008 transposed the changes to IAS 39 and IFRS 7 “Financial instruments: disclosures” approved by
the IASB. These changes are retroactive to July 1, 2008 and allow the bank, after initial recognition, to reclassify certain “held for trading” and
“available for sale” financial assets.
The following assets may be reclassified:
• held for trading or available for sale financial assets, which would have complied with the IAS definition of loans and receivables (if these
assets had not been initially classified as held for trading or available for sale respectively), provided that the Entity intends and has the
capacity to hold these assets for the foreseeable future or to maturity.
• Only “in rare circumstances” HfT assets, which did not comply with the loans and receivables definition when they were recognized, may be
reclassified. Article 2 of the EC Regulation also states that “the current financial crisis is considered to be such a rare circumstance which
would justify the use of this option [reclassification] by companies”.
Therefore in 2008 UniCredit reclassified certain held for trading financial assets other than derivatives or financial instruments with embedded
derivatives. For details on composition and reclassification see Section 4 and Part B) Assets.
The assets identified were recognized at fair value on the date of reclassification, without reconsidering the impacts already recognized in the
Income Statement as at the same date.
2 - Available-for-sale Financial Assets (AfS)
Available-for-sale financial assets are those non-derivative financial assets that are designated as available for sale or are not classified as
loans and receivables, held-to-maturity investments, financial assets held for trading or financial assets at fair value through profit or loss.
These assets are held for an indefinite period of time and for the purpose of ensuring liquidity and responding to changes in interest rates,
exchange rates and prices.
AfS financial assets are money market instruments, other debt instruments or equity instruments.
On initial recognition, an AfS financial asset is measured at fair value plus transaction costs and income directly attributable to the instrument,
less fees and commissions.
Interest on interest-bearing instruments is recognised at amortised cost using the effective interest rate method.
In subsequent periods available-for-sale financial assets are measured at fair value, the interest at amortised cost being recognized in the
income statement. Gains or losses arising out of changes in fair value are recognised in equity item 130 “Revaluation reserves” - except
losses due to impairment and exchange rate gains or losses on monetary items (debt instruments) which are recognised under item 130.b)
“Impairment losses on AfS available for sale financial assets” and item 80 “Gains (losses) on financial assets and liabilities held for trading”
respectively - until the financial asset is sold, at which time cumulative gains and losses are recognised in profit or loss in item 100(b) “Gains
(losses) on disposal or repurchase of AfS financial assets”.
Equity instruments (shares) not listed in an active market and whose fair value cannot be reliably determined are valued at cost.
If there is objective evidence of an impairment loss on an available-for-sale financial asset, the cumulative loss that had been recognised
directly in equity item 130 “Revaluation reserves”, is removed from equity and recognised in profit or loss under item 130(b) “Impairment
losses (b) Available for sale financial assets”.
UniCredit SpA · 2008 Reports and Accounts
57
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
In respect of debt instruments, any circumstances indicating that the borrower is experiencing financial difficulties which could prejudice the
collection of the principal or interest, represent an impairment loss.
Lasting loss of value of equity instruments is assessed on the basis of indicators such as fair value below cost and adverse changes in the
environment in which the company operates, as well as the issuer’s debt service difficulties.
If the fall in fair value below cost is more than 50% or last for more than 18 months, the loss of value is normally considered lasting.
If however the fall in the fair value of the instrument is over 20% but less than or equal to 50% or continues for no less than 9 but no longer
than 18 months, UniCredit analyses further income and market indicators.
If the results of the analysis are such as to prejudice the recovery of the amount originally invested, a lasting loss of value is recognized.
The amount taken to profit and loss is the difference between carrying amount (acquisition cost less any impairment loss already recognized in
profit or loss) and current fair value.
Where instruments are valued at cost, the amount of the loss is determined as the difference between their carrying value and the present
value of estimated future cash flows, discounted at the current market yield on similar financial assets.
If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after
the impairment loss was recognised in profit or loss, the impairment loss is reversed and the amount of the reversal is recognised in the same
profit or loss item. The reversal cannot result in a carrying amount of the financial asset that exceeds what the amortised cost would have
been had the impairment not been recognised.
Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available for sale are not reversed through
profit or loss, but recognised at equity, even when the reasons for impairment no longer obtain.
3 - Held to Maturity Investments (HtM)
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity for which there is the
positive intention and ability to hold to maturity.
If, during the financial year, more than an insignificant amount of held-to-maturity investments are sold or reclassified before maturity, the
remaining HtM financial assets are reclassified as available-for-sale and no financial assets are classified as HtM investments for the two
following financial years, unless the sales or reclassifications:
a) are so close to maturity or the financial asset’s call date that changes in the market rate of interest would not have a significant effect on
the financial asset’s fair value;
b) occur after substantially all of the financial asset’s original principal has been collected through scheduled payments or prepayments;
c) are attributable to an isolated event that is beyond the reporting entity’s control, is non-recurring and could not have been reasonably
anticipated.
After initial recognition at its fair value, which will usually be the price paid including transaction costs and income directly attributable to the
acquisition or provision of the financial asset (even if not yet settled), a held-to-maturity financial asset is measured at amortised cost using the
effective interest method. A gain or loss is recognised in profit or loss in item 100(c) “Gains (losses) on disposal of HtM financial assets” when
the financial asset is derecognised.
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2008 Reports and Accounts · UniCredit SpA
If there is objective evidence that a held-to-maturity investment is impaired, the impairment loss is measured as the difference between
the asset’s carrying amount and the present value of the estimated future cash flows discounted using the original effective interest rate of
the financial asset. The carrying amount of the asset is reduced accordingly and the loss is recognised in profit or loss under item 130(c)
“Impairment losses (c) held-to-maturity investments”.
If, in a subsequent period, the amount of an impairment loss decreases and the decrease can be related objectively to an event occurring
after the impairment loss was recognised (such as an improvement in the debtor’s credit rating), the previously recognised impairment loss is
reversed. The reversal cannot result in a carrying amount of the financial asset that exceeds what the amortised cost would have been had the
impairment not been recognised. The amount of the reversal is recognised in the same profit or loss item.
4 - Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans
and receivables are recognised on the date of contract signing, which normally coincides with the date of of disbursement to the borrower.
These items include debt instruments with the same characteristics.
After initial recognition at fair value, which usually is the price paid including transaction costs and income which are directly attributable to the
acquisition or issuance of the financial asset (even if not paid), a loan or receivable is measured at amortised cost using the effective interest
method, allowances or reversals of allowances being made where necessary on remeasuring.
A gain or loss on loans and receivables that are not part of a hedging relationship is recognised in profit or loss:
• when a loan or receivable is derecognised: in item 100 (a) “Gains (losses) on disposal”;
or:
• when a loan or receivable is impaired: in item 130 (a) “Impairment losses (a) loans and receivables”.
Interest on loans and receivables is recognised in profit or loss on an accruals basis under item 10 "Interest income and similar revenue".
Delay interest is taken to the income statement on collection or receipt.
A loan or receivable is deemed impaired when it is considered that it will probably not be possible to recover all the amounts due according to
the contractual terms, or equivalent value.
Allowances for impairment of loans and receivables are based on the present value of expected net cash flows of principal and interest; in
determining the present value of future cash flows, the basic requirement is the identification of estimated collections, the timing of payments
and the rate used.
The amount of the loss on impaired exposure classified as non-performing, doubtful or restructured according to the categories specified
below, is the difference between the carrying value and the present value of estimated cash flows discounted at the original interest rate of the
financial asset. If the original interest rate on a financial asset discounted for the first time in the year of changeover toIFRS, was not available,
or obtaining it would have been too costly, the average interest rate on unimpaired positions in the year in which the original impairment of the
asset was recognised, is used. This rate is maintained in all later years.
Recovery times are estimated on the basis of any repayment schedules agreed with the borrower or included in a business plan or reasonably
predicted, based on historical recovery experience observed for similar classes of loans, taking into account the type of loan, the geographical
location, the type of security and any other factors considered relevant.
UniCredit SpA · 2008 Reports and Accounts
59
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
Loans and receivables are reviewed to identify those that, following events occurring after initial recognition, display objective evidence of
possible impairment. These impaired loans are reviewed and analysed periodically at least once a year. Any subsequent change vis-à-vis initial
expectations of the amount or timing of expected cash flows of principal and interest causes a change in allowances for impairment and is
recognised in profit or loss in item 130(a) “Impairment losses (a) loans and receivables”.
In the Notes to the Accounts, write-downs of impaired loans are classified as analytical in the relevant income statement item even when the
calculation is flat-rate or statistical.
If the quality of the loan or receivable has improved and there is reasonable certainty that principal and interest will be recovered in a timely
manner according to contractual terms, a reversal is made in the same profit or loss item, within the amount of the amortised cost that there
would have been if there had been no impairments.
Derecognition of a loan or receivable in its entirety is made when the loan or receivable is deemed to be irrecoverable or is written off. Writeoffs are recognised directly in profit or loss under item 130(a) “Impairment losses (a) loans and receivables” and reduce the amount of the
principal of the loan or receivable. Reversals of all or part of previous impairment losses are recognised in the same item.
Impaired loans and receivables are divided into the following categories:
• Non-performing loans - formally impaired loans, being exposure to insolvent borrowers, even if the insolvency has not been recognised in
a court of law, or borrowers in a similar situation. Measurement is generally on a loan-by-loan basis or, for loans singularly not significant,
on a portfolio basis for homogeneous categories of loans;
• Doubtful loans - exposure to borrowers experiencing temporary difficulties, which the Group believes may be overcome within a
reasonable period of time. Doubtful loans also include loans not classified as non-performing granted to borrowers other than government
entities where the following conditions are met:
- they have fallen due and remained unpaid for more than 270 days;
- the amount of the above exposure to the same borrower and other defaulted payments that are less than 270 days overdue, is at least
10% of the total exposure to that borrower.
Doubtful loans are valued analytically when special elements make this advisable or by applying analytically flat percentages on a historical or
stochastic basis in the remaining cases.
• Restructured loans - exposure to borrowers with whom a rescheduling agreement has been entered into including renegotiated pricing
at interest rates below market, the conversion of part of a loan into shares and/or reduction of principal: measurement is on a loan-by-loan
basis including discounted cost due to renegotiation of the interest rate at a rate lower than the original contractual rate;
• Past-due loans - total exposure to any borrower not included in the other categories, which at the balance-sheet date has expired
facilities or unauthorised overdrafts that are more than 90 days past due.
Retail loans to public-sector entities and companies resident or established in Italy are considered impaired where there are overdue or
unauthorized exposures for more than 180 instead of 90 days.
Total exposure is recognised in this category if, at the balance-sheet date,
either
• the expired or unauthorised borrowing;
or
• the average daily amount of expired or unauthorised borrowings during the last preceding quarter are equal to or exceed 5% of total
exposure.
Overdue exposures are valued at a flat rate on a historical or stochastic basis by applying where available the risk rating referred to LGD
under Basel 2.
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2008 Reports and Accounts · UniCredit SpA
Collective assessment is used for groups of loans for which individually there are no indicators of impairment, but to which latent impairment
can be attributed, inter alia on the basis of the risk factors in use under Basel II.
Each loan with similar characteristics in terms of credit risk - in relation to loan type, the borrower's sector of economic activity, geographical
location, type of security or other relevant factors - is assessed in terms of its PD (Probability of Default) and LGD (Loss Given Default); these
are uniform for each class of loan.
The methods used combine Basel 2 recommendations and IFRS. The latter exclude future loan losses, not yet sustained, but include losses
already sustained even if they were not manifest at the date of measurement, on the basis of past experience of losses on assets with a
similar risk profile to that of the assets being measured.
The parameter for the average period from deterioration of a borrower’s financial condition and its classification as an impaired loan is the
Loss Confirmation Period.
The portfolio valuation is the product of the risk factors used under Basel 2 (with a one-year time horizon) and the above loss confirmation
periods expressed as part of a year and diversified according to asset class on the basis of the characteristics and development level of the
credit processes.
If these indicators are not available, estimated value and standard loss percentages, based on internal historical series and sectoral studies,
shall be used.
Allowances for unsecured loans to residents of countries experiencing debt service difficulties, where the transfer risk is not included in the
rating system applied, are generally determined, country by country, with the aim of attributing latent impairment on the basis of shared
parameters.
Allowances for impairment reduce the loan or receivable’s carrying amount. The risk inherent in off-balance-sheet items, such as loan
commitments, is recognised in profit or loss under item 130(d) “Impairment losses (d) other financial assets” offsetting the liability item 120(b)
“Provision: other provisions” (except for losses due to impairment of guarantees and comparable credit derivatives under IAS 39, offsetting
item 100 “Other liabilities”).
Loans and receivables also include, as “Assets sold but not derecognised”, loans securitised after January 1, 2002 which cannot be
derecognised under IAS 39.
Corresponding amounts received for securitised loans net of the amount of any retained risk (issued securities retained in the portfolio) are
recognised in liability items 10 “Deposits from banks” and 20 “Deposits from customers” as “Liabilities in respect of assets sold but not
derecognised".
Both assets and liabilities are measured at amortised cost and interest received is recognised through profit or loss.
Impairment losses on retained risk securities (arising out of securitisation transactions carried out by the entity) are recognised in item 130(a)
“Impairment losses (a) loans and receivables”.
With reference to the changes to IAS 39 and IFRS 7 “Reclassification of financial assets” as described under section 1, were reclassified Hft
financial assets which on initial recognition did not meet the IFRS criteria for loans and receivables, following the occurrence in 2008 of the
rare circumstances prescribed by the standard.
Please see part B) - Assets for details as to the composition and effects of these reclassifications.
UniCredit SpA · 2008 Reports and Accounts
61
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
These reclassifications entail a closer alignment of accounting classifcation and management strategy, in that they reflect the changes in the
intention and ability to hold these assets to maturity and not to sell them in the short term.
The Directors believe that their intrinsic value is above fair value, considering the significant negative impact that fair value has suffered due to
the reduced liquidity of the market.
The assets selected were recognized at their fair value on the reclassification date without restoring the effects already recognized in the
income statement at that date.
Subsequently these assets were valued at amortised cost, adjusted where necessary to take into account any reductions in value or writebacks resulting from valuation.
5 - Financial Instruments at Fair Value through Profit or Loss (FIaFV)
Any financial asset may be designated as a financial instrument measured at fair value through profit and loss on initial recognition, except for
the following:
• investments in equity instruments for which there is no price quoted in active markets and whose fair value cannot be reliably determined;
• derivatives.
FIaFV include non-HfT financial assets, but whose risk is:
• connected with debt positions measured at fair value (see also item 15 “Financial liabilities at fair value through profit and loss”); and
managed by the use of derivatives not treatable as hedges.
FIaFV are accounted for in a similar manner to HfT financial assets (see Section 1), however gains and losses, whether realised or not, are
recognised in item 110 “Gains (losses) on financial assets and liabilities measured at fair value”.
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2008 Reports and Accounts · UniCredit SpA
6 - Hedge Accounting
Derivative hedging instruments are of three types:
a) Fair value hedge: a hedge of the exposure to changes in fair value of a recognised asset or liability, or an identifiable portion of such an
asset or liability;
b) Cash flow hedge: a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognised
asset or liability or a highly probable forecast transaction which could affect profit or loss;
c) Hedge of a net investment in a foreign operation.
A hedging relationship qualifies for hedge accounting if there is formal designation and documentation of the hedging relationship including
the risk management objective, the strategy for undertaking the hedge, and how the hedging instrument’s effectiveness will be assessed. It is
necessary to assess the hedge’s effectiveness, at inception and in subsequent periods, in offsetting the exposure to changes in the hedged
item’s fair value or cash flows attributable to the hedged risk.
A hedge is regarded as highly effective if, at the inception of the hedge and in subsequent periods, it is determined prospectively to remain
highly effective, i.e. that the hedge ratio is within a range of 80-125%.
The hedge is assessed on an ongoing basis and thus must prospectively remain highly effective throughout the financial reporting periods for
which the hedge was designated.
The assessment of effectiveness is made at each balance-sheet date or other reporting date. If the assessment does not confirm the
effectiveness of the hedge, from that time on hedge accounting is discontinued in respect of the hedge and the hedging derivative is
reclassified as a held-for-trading instrument.
Hedge accounting is discontinued prospectively if the hedge is terminated or no longer highly effective; the hedging instrument expires or is
sold, terminated or exercised; the hedged item is sold, expires or is repaid; or it is no longer highly probable that the forecast transaction will
occur.
Hedging instuments are so designated when identifiable with an ultimate counterparty outside the Group.
Hedging derivatives are measured at fair value. Specifically:
1. Fair Value Hedging - an effective fair value hedge is accounted for as follows: the gain or loss from remeasuring the hedging instrument at
fair value is recognised through profit or loss in item 90 “Fair value adjustments in hedge accounting”; the gain or loss on the hedged item
attributable to the hedged risk adjusts the carrying amount of the hedged item and is recognised through profit or loss in the same item. If
the hedging relationship is terminated for reasons other than the sale of the hedged item, the difference between the carrying amount of the
hedged item on termination of the hedging and the carrying amount it would have had if the hedge had never existed, is recognised through
profit or loss in interest receivable or payable over the residual life of the original hedge, in the case of interest-bearing instruments; if the
financial instrument does not bear interest, the difference is recognised in profit or loss under item 90 “Fair value adjustments in hedge
accounting” at once.
If the hedged item is sold or repaid, the unamortised portion of fair value is at once recognised through profit or loss in the item 100. “Gains
(losses) on disposal or repurchase”;
2. Cash Flow Hedging - the portion of the gain or loss on a cash flow hedging instrument that is determined to be an effective hedge is
recognised initially in equity item 130 “Revaluation reserves”. The ineffective portion of the gain or loss is recognised through profit or loss
in item 90 “Fair value adjustments in hedge accounting”.
UniCredit SpA · 2008 Reports and Accounts
63
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
If a cash flow hedge is determined to be no longer effective or the hedging relationship is terminated, the cumulative gain or loss on the
hedging instrument that remains recognised in “Revaluation reserves” from the period when the hedge was effective remains separately
recognised in “Revaluation reserves” until the forecast transaction occurs or is determined to be no longer possible; in the latter case gains
or losses are transferred through profit or loss to 80 “Gains (losses) on financial assets and liabilities held for trading”;
3. Hedging a Net Investment in a Foreign Operation - hedges of a net investment in a foreign operation are accounted for similarly to cash
flow hedges:
the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in item 130
“Revaluation reserves” through the statement of changes in equity;
the ineffective portion is however recognised through profit or loss in item 90 “Fair value adjustments in hedge accounting”.
The gain or loss on the hedging instrument relating to the effective portion of the hedge that has been recognised directly in equity is
recognised through profit or loss on disposal of the foreign operation;
4. Macro-hedged financial assets (liabilities) - IAS 39 allows a fair-value item hedged against interest rate fluctuations to be not only a
single asset or liability. but also a monetary position made up of a number of financial assets or liabilities (or parts of them); accordingly, a
group of derivatives can be used to offset fair-value fluctuations in hedged items due to changes in market rates. Macrohedging may not be
used for net positions resulting from the offsetting of assets and liabilities.
As for fair value hedges, macrohedging is considered highly effective if, at the inception of the hedge and in subsequent periods, changes in
the fair value attributable to the hedged position are offset by changes in fair value of the hedging instrument and if the hedge ratio is within
the range of 80-125%.
Net changes - gains or losses - in the fair value of macrohedged assets and liabilities are recognised in asset item 90 and liability item 70
respectively and offset the profit and loss item 90 “Fair value adjustments in hedge accounting".
The ineffectiveness of the hedging arises to the extent that the change in the fair value of the hedging item differs from the change in the fair
value of the hedged monetary position. The extent of hedge ineffectiveness is in any case recognised in profit and loss item 90 “Fair value
adjustments in hedge accounting".
If the hedging relationship is terminated, for reasons other than the sale of the hedged items, the remeasurement of these items is recognised
through profit or loss in interest payable or receivable, for the residual life of the hedged financial assets or liabilities.
If the latter are sold or repaid, unamortised fair value is at once recognised through profit and loss in item 100. “Gains (losses) on disposal or
repurchase”.
7 - Equity Investments
Equity investments are equity instruments and consequently defined as financial instruments under IAS 32.
Investments in equity instruments made with the intention of establishing or maintaining a long-term operational relationship with the investee
are strategic investments.
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2008 Reports and Accounts · UniCredit SpA
The following are the types of equity investment:
Subsidiaries
Subsidiaries are entities of which:
1. The parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity unless, in exceptional
circumstances, it can be clearly demonstrated that such ownership does not constitute control.
2. The parent owns half or less of the voting power and has:
(a) power over more than half of the voting rights by virtue of an agreement with other investors;
(b) power to govern the financial and operating policies of the entity under a statute or an agreement;
(c) power to appoint or remove the majority of the members of the board of directors or equivalent governing body and control of the entity
is by that board or body; or
(d) power to cast the majority of votes at meetings of the board of directors or equivalent governing body and control of the entity is by that
board or body.
The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether an
entity has the power to govern the financial and operating policies of another entity.
Associates
An associate is a company over which the investor has significant influence and which is neither a subsidiary nor an interest in a joint venture.
If an investor holds, directly or indirectly, 20% or more of the voting power of another company, it is presumed that the investor has significant
influence, unless it can be clearly demonstrated that this is not the case.
If the investor holds, directly or indirectly, less than 20% of the voting power of the investee, it is presumed that the investor does not have
significant influence, unless such influence can be clearly demonstrated. A substantial or majority ownership by another investor does not
necessarily preclude an investor from having significant influence.
Joint Ventures
A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint
control exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties
sharing control.
Investments in subsidiaries, associates and joint ventures are measured at cost.
The purchase price of an equity investment is the sum of:
- the fair value, at the date of acquisition, of the assets sold, liabilities assumed and equity instruments issued by the purchaser in exchange
for control of the investee
and
- any cost directly attributable to the acquisition.
If there is reason to believe that the value of an equity investment is impaired, the recoverable value of the investment is estimated, taking into
account its fair value if it is a listed instrument or its value in use if the investment is in an unlisted company. The value in use of an unlisted
company is determined where possible using internal measurement models in general use in financial business.
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Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
If there is evidence that an equity investment may have become impaired, its carrying value is compared with its recoverable value, which is
determined on the basis of its value in use, in turn calculated by means of valuation models in general use in financial business, which discount
expected future cash flow from the equity investment.
If it is not possible to obtain sufficient information the value in use is considered to be the net worth of the company.
If the recovery value is less than the carrying value, the difference is recognised through profit or loss in item 210. “Profit (loss) of associates”.
If the reasons for impairment are removed following a subsequent event occurring after the recognition of impairment, writebacks are made
through same profit or loss item.
Equity investments considered strategic investments not covered by the above definitions and not recognised in item 140. “Non-current assets
and disposal groups held for sale” or item 90. “Liabilities associated with assets held for sale” (see Section 10), are classified as available for
sale financial assets or financial assets measured at fair value, and treated accordingly (see Sections 2 and 5).
8 - Property, Plant and Equipment
The item includes:
• land
• buildings
• furniture and fixtures
• plant and machinery
• other machinery and equipment
• leasehold improvements.
and is divided between:
• assets used in the business
• assets held as investments.
Assets used in the business are held for use in the production or supply of goods or services or for administrative purposes and are
expected to be used during more than one period. This category also (conventionally) includes assets to be let or under construction and
to be leased under a finance lease, only for those finance leases which provide for retention of risk by the lessor until the acceptance of
the asset by the lessee and the start of rentals under the finance lease (any finance leases with transfer of risk are recognized as loans
and receivables).
The item includes assets used as lessee under a finance lease, or let/hired out as lessor under an operating lease.
Leasehold improvements (included in the above items) are leasehold improvements and costs relating to property, plant and equipment which
can be separately identified, usually borne in order to make leased premises fit for the expected use.
Improvements and additional expenses relating to property, plant and equipment identifiable and not separable are recognised in item 150
“Other assets”.
Assets held for investment purposes are properties covered by IAS 40, i.e. properties held (owned or under a finance lease) in order to derive
rentals and/or a capital gain.
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Property, plant and equipment are initially recognised at cost including all costs directly attributable to bringing the asset into use (transaction
costs, professional fees, direct transport costs incurred in bringing the asset to the desired location, installation costs and dismantling costs).
Subsequent costs are added to the carrying amount or recognised as a separate asset only when it is probable that there will be future
economic benefits in excess of those initially foreseen and the cost can be reliably measured.
All other expenses borne at a later time (e.g. normal maintenance costs) are recognised in the year they are incurred in profit and loss items:
150(b) “General and administrative expenses”, if they refer to assets used in the business;
or
190 “Other net operating income”, if they refer to property held for investment.
After being recognised as an asset, an item of property, plant and equipment is carried at cost less any accumulated depreciation and any
cumulative impairment losses.
An item with a finite useful life is subject to straight-line depreciation.
Residual useful life is usually assessed as follows:
Buildings
max. 33 years;
Moveables
max. 7 years;
Electronic equipment
max. 12 years;
Other
max. 7 years;
Leasehold Improvements
max. 15 years.
An item with an indefinite useful life is not depreciated, nor is an asset the residual value of which is equal to or greater than its carrying
amount.
Land and buildings are recognised separately, even if acquired together. Land is not depreciated since it usually has an indefinite useful life.
Buildings, conversely, have a finite useful life and are therefore subject to depreciation.
The useful life of an asset is reviewed at each accounting period-end at least and, if expectations differ from previous estimates, the
depreciation amount for the current and subsequent financial years is adjusted accordingly.
If there is objective evidence that an asset has been impaired. the carrying amount of the asset is compared with its recoverable value, equal
to the greater of its fair value less selling cost and its value in use, i.e., the present value of future cash flow expected to originate from the
asset. Any value adjustment is recognised in profit and loss item 170 “Impairment/write-backs on property, plant and equipment”.
If the value of a previously impaired asset is restored, its increased carrying amount cannot exceed the net carrying amount it would have had
if there had been no losses recognised on the prior-year impairment.
An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use or sale in
the future and any difference between sale proceeds and carrying value is recognised in profit and loss item 240 “Gains (losses) on disposal of
investments”.
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Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
9 - Intangible Assets
An intangible asset is an identifiable non-monetary asset without physical substance, controlled by the Parent, from which future economic
benefits are probable.
Intangible assets are principally goodwill, software, brands and patents.
This item also includes intangible assets used as lessee under finance leases or as lessor under operating leases (rental/hire).
Intangible assets other than goodwill are recognised at purchase cost, i.e. including any cost incurred to bring the asset into use, less
accumulated amortisation and impairment losses.
An intangible asset with a finite life is subject to straight-line amortisation over its estimated useful life.
Residual useful life is usually assessed as follows:
Software
max. 5 years;
Other intangible assets
max. 5 years.
Intangible assets with an indefinite life are not amortized.
If there is objective evidence that an asset has been impaired, the carrying amount of the asset is compared with its recoverable value, equal
to the greater of its fair value less selling cost and its value in use, i.e. the present value of future cash flows expected to originate from the
asset. Any impairment loss is recognised in profit and loss item 180 “Impairment/write-backs on intangible assets”.
For an intangible fixed asset with indefinite life even if there are no indications of impairment, the carrying amount is compared annually with
its recoverable value. If the carrying amount is greater than the recoverable value, the difference is recognised in profit and loss item 180
“Impairment/write-backs on intangible assets”.
If the value of a previously impaired intangible asset, other than goodwill is restored, its increased carrying amount cannot exceed the net
carrying amount it would have had if there were no losses recognised on the prior-year impairment.
An intangible asset is derecognised on disposal or when no future economic benefits are expected from its use or sale in the future and any
difference between sale proceeds and carrying value is recognised in the profit and loss item 240 “Gains (losses) on disposal of investments”.
Goodwill
Goodwill is the excess of the cost of a business combination over the net fair value of the identifiable assets and other items acquired at the
acquisition date.
Goodwill arising on the acquisition of a company being merged or absorbed is recognised as an intangible asset. Goodwill arising from the
acquisition of subsidiaries, non-controlling interests and joint ventures is implicit in the acquisition cost and, therefore, shall be recognised
through investment in associates and joint ventures.
Goodwill is recognised at cost less any cumulative impairment losses and is not amortised.
Goodwill is tested for impairment annually, as for other intangible assets with an indefinite life. To this end it is allocated to the equity
investment according to the Group’s divisional business model, which is the lowest level at which goodwill is monitored.
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Impairment losses on goodwill are recognised in profit and loss item 230 “Impairment losses on goodwill”. In respect of goodwill, no writebacks are allowed.
10 - Non-current Assets Held for Sale
Non-current assets and the group of associated liabilities (i.e. a group of units generating financial cash flow) whose sale is highly probable,
are recognised in item 140 “Non-current assets and disposal groups held for sale” and item 90 “Liabilities associated with held-for-sale
assets” respectively at the lesser of the carrying amount and fair value net of disposal costs.
The balance of revenue and expense relating to these assets and liabilities (dividends, interest etc.) and of their measurement as determined
above, net of current and deferred tax, is recognised in the item 280 “Gains (losses) on groups of assets held for sale net of tax”.
11 - Current and Deferred Tax
Income tax, calculated in accordance with local tax regulations, is recognised as a cost in relation to the taxable profit for the same period.
A deferred tax asset (item 130b) is recognised for all deductible temporary differences to the extent that it is probable that in the future
taxable profit will be available against which the asset can be utilised, unless it arises from the initial recognition of an asset or a liability in a
transaction which:
• is not a business combination; and
• at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
A deferred tax liability (item 80b) is recognised for all taxable temporary differences, unless the deferred tax liability arises from:
• the initial recognition of goodwill; or
• the initial recognition of an asset or liability in a transaction which:
1. is not a business combination; and
2. at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
Deferred tax assets and liabilities are recognised at the tax rates that are expected to apply to the period when the asset is realised or the
liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the time of recognition.
A deferred tax liability is recognised for all taxable temporary differences associated with investments in subsidiaries or associates, and
interests in joint ventures, except to the extent that both of the following conditions are satisfied:
• the Parent, investor or venturer is able to control the timing of the reversal of the temporary difference; and
• it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred tax asset is recognised for all deductible temporary differences arising from investments in subsidiaries and associates, and
interests in joint ventures, to the extent that, and only to the extent that, it is probable that:
• the temporary difference will reverse in the foreseeable future; and
• taxable profit will be available against which the temporary difference can be utilised.
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Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
Deferred tax assets and liabilities are offset when owed to (or by) the same tax authority and the right to offset is recognised in law.
Current and deferred tax is recognised in profit and loss item 260 “Tax expense (income) related to profit or loss from continuing operations”,
except tax referred to items debited or credited directly to equity, in the same or another year, such as those tax relating to AfS financial assets
or to changes in the fair value of cash flow hedging instruments, the changes in value of which are recognised directly in the revaluation
reserves net of tax.
12 - Provisions for Risks and Charges
Retirement Payments and Similar Obligations
Retirement provisions - i.e. provisions for employee benefits paid after leaving employment - are classified as defined contribution plans or
defined-benefit plans according to the nature of the plan.
In detail:
• Defined-benefit plans provide a series of benefits depending on factors such as age, years of service and compensation needs. Under this
type of plan actuarial and investment risks are borne by the company.
• Defined-contribution plans are plans under which the company makes fixed contributions. Benefits are the result of the amount of
contributions paid and return on contributions invested. The employer has no risk under this type of plan. since it has no legal or implicit
obligation to make further contributions, should the plan assets not be sufficient to provide benefit to all employees. Therefore, under this
type of plan actuarial and investment risks are borne by the employee.
Defined-benefit plans are present-valued by an external actuary using the unit credit projection method.
This method distributes the cost of benefits uniformly over the employee’s working life. Obligations are the present value of average future
benefits pro rata to the ratio of years of service to seniority at the time of benefit payment.
The amount recognised as a liability in item 120(a) is the present value of the obligation at the Balance Sheet Date, plus or minus any actuarial
gains or losses not recognised in the Accounts under the ‘corridor’ method, which permits non-recognition of these when they do not exceed
10% of the present value of the obligation, less any pension charges relating to benefits already provided but not recognized, less the fair value
at the Balance Sheet Date of plan assets due to settle the obligations directly.
The discount rate used to present-value obligations (whether financed or not) relating to benefits to be provided after retirement varies
according to the country where the liabilities are allocated and is determined on the basis of market yield at the Balance Sheet Date of prime
issuers’ bonds with an average life in keeping with that of the relevant liability.
Other Provisions
Provisions for risks and charges are recognised when:
• The entity has a present obligation (legal or constructive) as a result of a past event;
• It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation;
and
• a reliable estimate can be made of the amount of the obligation.
If these conditions are not met, no liability is recognised.
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The amounts recognised as provisions are the best estimate of the expenditure required to settle the present obligation. The risks and
uncertainties that inevitably surround the relevant events and circumstances are taken into account in reaching the best estimate of a
provision.
Where the effect of the temporary value of money is material, the amount of a provision should be the present value of the expenditure
expected to be required to settle the obligation. The discount rate used is a pre-tax rate that reflects current market assessments of the
temporary value of money and the risks specific to the liability.
Provisions are reviewed periodically and adjusted to reflect the current best estimate. If it becomes clear that it is no longer probable that an
outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.
A provision is used only for expenditures for which the provision was originally recognised.
Allocations made in the year are recognised in profit and loss item 160 “Provisions for risks and charges” and include increases due to the
passage of time; they are also net of any re-attributions.
“Other provisions” also include obligations relating to benefits due to agents, specifically supplementary customer portfolio payments, merit
payments, contractual payments and payments under non-competition agreements, which are measured as per defined benefit plans;
accordingly these obligations are calculated using the unit credit projection method (see above under Retirement Payments and Similar
Obligations).
13 - Liabilities and Securities in Issue
Liabilities, securities in issue and subordinated loans are initially recognised at fair value, which is normally the consideration received less
transaction costs directly attributable to the financial liability. Subsequently these instruments are measured at amortised cost using the
effective interest method.
Hybrid debt instruments relating to equity instruments, foreign exchange, credit instruments or indexes, are treated as structured instruments.
The embedded derivative is separated from the host contract and recognised as a derivative, provided that separation requirements are met,
and recognised at fair value. Any subsequent changes in fair value are recognised in profit and loss item 80 “Gains (losses) on financial assets
and liabilities held for trading”.
The difference between the total amount received and the fair value of the embedded derivative is attributed to the host contract.
Instruments convertible into treasury shares imply recognition, at the issuing date, of a financial liability and of the equity part. recognised in
item 150 “Equity instruments”, if a physical delivery settles the contract.
The equity part is measured at the residual value, i.e., the overall value of the instrument less the separately determined value of a financial
liability with no conversion clause and the same cash flow.
The financial liability is recognised at amortised cost using the effective interest method.
Securities in issue are recognized net of repurchased amounts; the difference between the carrying value of the liability and the amount paid
to buy it in is taken to profit and loss under item 100.d) “Gains (losses) on buy-ins of financial liabilities”. Subsequent replacement by the
issuer is considered as a new issue and generates no gains or losses.
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71
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
14 - Financial Liabilities Held for Trading
Financial liabilities held for trading include:
a) derivatives that are not recognised as hedging instruments;
b) obligations to deliver financial assets sold short;
c) financial liabilities issued with an intention to repurchase them in the near term;
d) financial liabilities that are part of a portfolio of financial instruments considered as a unit and for which there is evidence of a recent pattern
of trading.
A HfT liability, including a derivative, is measured at fair value initially and for the life of the transaction, except for a derivative liability settled
by delivery of an unlisted equity instrument whose fair value cannot reliably be measured, which is measured at cost.
15 - Financial Liabilities at Fair Value through Profit or Loss
Financial liabilities, like financial assets may also be designated on initial recognition as measured at fair value, provided that:
• this designation eliminates or considerably reduces a lack of uniformity as between different methods of measurement of assets and
liabilities and related gains or losses;
or
• a group of financial assets, financial liabilities or both are managed and measured at fair value under risk management or investment
strategy which is internally documented with the entity’s Board of Directors or equivalent body.
These transactions are recognised as per HfT financial liabilities, gains and losses, whether realised or not, being recognised in item 110
“Gains (losses) on financial assets and liabilities at fair value through profit and loss”.
16 - Foreign Currency Transactions
A foreign currency transaction is recognised at the spot exchange rate of the transaction date.
Foreign currency monetary assets and liabilities are translated at the closing rate of the period.
Exchange differences arising from settlement of monetary items at rates different from those of the transaction date and unrealised exchange
rate differences on foreign currency assets and liabilities not yet settled, other than assets and liabilities designated as measured at fair value
and hedging instruments, are recognised in profit and loss item 80 “Gains and losses on financial assets and liabilities held for trading”.
Exchange rate differences arising on a monetary item that forms part of an entity's net investment in a foreign operation whose assets are
located or managed in a country or currency other than the euro are initially recognised in the entity's equity, and recognised in profit or loss
on disposal of the net investment.
Non-monetary assets and liabilities recognised at historical cost in a foreign currency are translated using the exchange rate at the date of
the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated at the closing rate. The exchange
differences are recognised:
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• in profit and loss if the asset is HfT; or
• in revaluation reserves if the asset is AfS.
Hedges of a net investment in a foreign operation are recognised similarly to cash flow hedges:
• the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in revaluation
reserves;
• the ineffective portion is however recognised in profit and loss item 90 “Fair value adjustments in hedge accounting”.
On the disposal of a foreign operation, the cumulative amount of the exchange rate differences relating to the foreign operation are recognised
in profit or loss when the gain or loss on disposal is recognised.
17 - Other Information
Business Combinations
A business combination is the bringing together of separate entities or businesses into one reporting entity.
A business combination may result in a Parent-subsidiary relationship in which the acquirer is the Parent and the acquiree a subsidiary of the
acquirer.
A business combination may involve the purchase of the net assets, including any goodwill, of another entity rather than the purchase of the
equity of the other entity (mergers).
IFRS 3 requires that all business combinations shall be accounted for by applying the purchase method, that involves the following steps:
(a) identifying an acquirer;
(b) measuring the cost of the business combination; and
(c) allocating, at the acquisition date, the cost of the business combination to the assets acquired and liabilities and contingent liabilities
assumed.
The cost of a business combination is the aggregate of the fair value, at the date of exchange, of assets given, liabilities incurred or assumed
and equity instruments issued by the acquirer, in exchange for control of the acquiree, plus any costs directly attributable to the business
combination.
The acquisition date is the date on which the acquirer effectively obtains control of the acquiree. When this is achieved through a single
exchange transaction, the date of exchange coincides with the acquisition date.
If the business combination involves more than one exchange transaction, the cost of the combination is the aggregate cost of the individual
transactions and the date of exchange is the date of each exchange transaction, whereas the acquisition date is the date on which the acquirer
obtains control of the acquiree.
The acquirer shall, at the acquisition date, allocate the cost of a business combination by recognising the acquiree's identifiable assets,
liabilities and contingent liabilities that satisfy the recognition criteria.
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Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
The acquirer shall recognise the acquiree's identifiable assets, liabilities and contingent liabilities separately at the acquisition date only if they
satisfy the following criteria at that date:
(a) in the case of an asset other than an intangible asset, it is probable that any associated future economic benefits will flow to the acquirer,
and its fair value can be measured reliably;
(b) in the case of a liability other than a contingent liability, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation, and its fair value can be measured reliably;
(c) in the case of an intangible asset or a contingent liability, its fair value can be measured reliably.
Positive difference between the cost of the business combination and the acquirer's interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities so recognised is accounted for as goodwill.
After initial recognition, goodwill is measured at cost and tested for impairment at least annually.
If the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities exceeds the cost of the business
combination, the acquirer shall reassess the fair values and recognise immediately any excess remaining after that reassessment in profit or loss.
Fair Value
It is 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 a financial liability with a demand feature (e.g. a demand deposit) is not less than the amount payable on demand, discounted
from the first date that the amount could be required to be paid.
The fair value of financial instruments listed in active markets is determined starting from the official prices of the most advantageous market
to which the Bank has access (Mark to Market).
A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from a pricing service or
regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. If a published price
quotation in an active market does not exist for a financial instrument in its entirety, but active markets exist for its component parts, fair value
is determined on the basis of the relevant market prices for the component parts.
If market prices are not available, the Bank adopts mark to model valuation using generally accepted methods. These models include
techniques based on discounting future cash flow and calculations of volatility and are revised both during development and regularly
thereafter to ensure full and continuing consistency.
The methods adopted use inputs based on prices formed in recent transactions involving the instrument to be valued or the prices of
instruments with similar characteristics in terms of risk profile.
These prices are important for the purposes of determining significant parameters for credit risk, liquidity risk and price risk of the instrument
under valuation.
Reference to these market parameters limits the discretionality of the valuation and at the same time ensures that the resulting fair value can
be verified.
If for one or more risk factors it is not possible to refer to market data, the valuation models adopted use calculations based on historical data.
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Financial instruments are recognized at fair value on the balance-sheet date. With instruments held for trading (see sections 1 and 14) or
valued at fair value (see sections 5 and 15), any difference from the amount received or paid is recognized in the income statement under the
appropriate item.
The above-described valuation model review processes and the related paramters, value adjustments for model risk and the use of prudent
valuation models ensure that the amount taken to the income statement does not result from the use of non-observable parameters.
The fair value on recognition of financial instruments other than those mentioned above is assumed to be the same as the amount received
or paid.
Derecognition
Derecognition is the removal of a previously recognised financial asset or financial liability from an entity’s balance sheet.
Before evaluating whether, and to what extent, derecognition is appropriate, under IAS 39 an entity should determine whether the relevant
conditions apply to a financial asset in its entirety or to a part of a financial asset. The standard is applied to a part of financial assets being
transferred if, and only if, the part being considered for derecognition meets one of the following conditions:
• the part comprises only specifically identified cash flows from a financial asset (or a group of assets), e.g. interest cash flows from an asset;
• the part comprises a clearly identified percentage of the cash flows from a financial asset, e.g., a 90 per cent share of all cash flows from an
asset;
• the part comprises only a fully proportionate (pro rata) share of specifically identified cash flow, e.g. 90 per cent share of interest cash flows
from an asset.
In all other cases, the standard is applied to the financial asset in its entirety (or to the group of similar financial assets in their entirety).
An entity shall derecognise a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the
contractual rights to receive the cash flows of the financial asset to a third party.
Rights to cash flow are considered to be transferred even if contractual rights to receive the asset’s cash flow are retained but there is an
obligation to pay this cash flow to one or more entities and all the following conditions are fulfilled (pass-through agreement):
• there is no obligation on the Bank to pay amounts not received from the original asset;
• sale or pledge of the original asset is not allowed, unless it secures the obligation to pay cash flow;
• the Bank is obliged to transfer forthwith all cash flows received and may not invest them, except for liquidity invested for the short period
between the date of receipt and that of payment, provided that the interest accrued in that period is paid on.
Recognition is also subject to verification of effective transfer of all the risks and rewards of ownership of the financial asset (true sale). If the
entity transfers substantially all the risks and rewards of ownership of the financial asset, the entity shall derecognise the asset (or group of
assets) and recognise separately as assets or liabilities any rights and obligations created or retained in the transfer.
Conversely, if the entity substantially retains all the risks and rewards of ownership of the asset (or group of assets), the entity shall continue to
recognise the transferred asset(s). In this case it is necessary to recognise a liability corresponding to the amount received under the transfer
and subsequently recognise all income accruing on the asset or expense accruing on the liability.
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Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
The main transactions that do not allow, under the above rules, total derecognition of a financial asset are securitisations, repurchase
transactions (buy-ins) and stock lending.
In the case of securitisations the Bank does not derecognise the financial asset on purchase of the equity tranche or provision of other forms
of support of the structure which result in the Bank retaining the credit risk of the securitised portfolio.
In the case of repurchase transactions and stock lending, the assets transacted are not derecognised since the terms of the transaction entail
the retention of all their risks and rewards.
Treasury Shares
Treasury shares held are deducted from equity. The difference between the price on later sale of treasury shares and the related post-tax
repurchase cost is recognised directly in equity.
Finance Leases
Finance leases effectively transfer all the risks and benefits of ownership of an asset to the lessee. Ownership of the asset is transferred to the
lessee, however not necessarily at contract maturity.
The lessee acquires the economic benefit of the use of the leased asset for most of its useful life, in exchange for a commitment to pay an
amount approximately equivalent to the fair value of the asset and related finance costs. Recognition in the lessor’s accounts is as follows:
• in assets, the value of the loan, less the principal of lease payments due and paid by the lessee;
• in profit or loss, interest received.
See Sections 8 - Property, Plant and Equipment and 9 - Intangible Assets below for treatment of the lessee’s assets.
Factoring
Loans acquired in factoring transactions with recourse are recognised to the extent of the advances granted to customers on their
consideration. Loans acquired without recourse are recognised as such once it has been established that there are no contractual clauses that
would invalidate the transfer of all risks and benefits to the factor.
Repo Transactions
Securities received in a transaction that entails a contractual obligation to sell them at a later date or delivered under a contractual obligation
to repurchase are neither recognised nor derecognised. In respect of securities purchased under an agreement to resell, the consideration is
recognised as a loan to customers or banks. In respect of securities held in a repurchase agreement, the liability is recognised as due to banks
or customers. Revenue from these loans, being the coupons accrued on the securities and the difference between the sale/purchase and
resale/repurchase prices, is recognised in profit or loss through interest income and expenses on an accruals basis.
These transactions can only be offset if, and only if, they are carried out with the same counterparty and provided that such offset is provided
for in the underlying contracts.
Italian Staff Severance Pay (Trattamento di fine rapporto - “TFR”)
The “TFR” provision for Italy-based employee benefits is to be construed as a “post-retirement defined benefit”. It is therefore recognised on
the basis of an actuarial estimate of the amount of benefit accrued by employees discounted to present value. This benefit is calculated by an
external actuary using the unit credit projection method (see Section 12 under Retirement Payments and Similar Obligations).
Following pension reform by Law 252/2005, TFR installments accrued to 12.31.2006 stay in the employer and are considered a postemployment defined benefit plan therefore incurring actuarial valuation, though with simplified actuarial assumptions, i.e., forecast future pay
rises are not considered.
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TFR installments accrued since 01.01.2007 (date of Law 252’s coming into effect) are, at the employee’s discretion, either paid into a pension
fund or left in the company and (where the company has in excess of 50 employees) paid into an INPS Treasury fund by the employer, and are
considered a defined-contribution plan.
Costs relating to TFR accruing in the year are taken to income statement item 150.a) “Payroll” and include interest accrued in the year (interest
cost) on the obligation already existing at the date of the reform and the accrued installments for the year paid into the complementary pension
scheme or to the Treasury fund of INPS..
Actuarial gains (losses), i.e., the difference between the liabilities’ carrying value and the present value of the obligation at the end of the
periodare recognised according to the ‘corridor’ method, i.e., only when they exceed 10% of the present value of the obligation at the periodend. Any surplus is taken to the income statement and amortized over the residual working llife of the employees who are members of the
plan, as from the following financial year.
Share-Based Payment
Equity-settled payments made to employees in consideration of services rendered, using equity instruments comprise:
• Stock options
• Performance shares (i.e. awarded on attainment of certain objectives)
• Restricted shares (i.e. subject to a lock-up period).
Considering the difficulty of reliably measuring the fair value of the services acquired against equity-settled payments, reference is made to the
fair value of the instruments themselves, measured at the date of the allocation.
This fair value is recognised as cost in profit and loss item 150 “Administrative costs” offsetting the liability item 160 “Reserves”, on an
accruals basis over the period in which the services are acquired.
The fair value of a cash-settled share-based payment, the services acquired and the liability incurred are measured at the fair value of the
liability, recognised in item 100 “Other liabilities”. The fair value of the liability, as long as it remains unsettled, is remeasured at each balance
sheet date and all changes in fair value are recognised in profit and loss item 150 “Administrative costs”.
Other Long-term Employee Benefits
Long-term employee benefits - e.g. long-service bonuses, paid on reaching a predefined number of years' service - are recognised in
item 100 “Other liabilities” on the basis of the measurement at the Balance Sheet Date of the liability, also in this case determined by an
external actuary using the unit credit projection method (see Section 12 - Provisions for risks and charges - retirement payments and similar
obligations). Gains (losses) on this type of benefit are recognised at once through profit or loss, without using the 'corridor' method.
Guarantees and credit derivatives in the same class
Guarantees and credit derivatives in the same class measured under IAS 39 (i.e. contracts under which the issuer makes pre-established
payments in order to compensate the guaranteed party or buyer of protection for losses sustained due to default by a debtor on the maturity of
a debt instrument) are initially and subsequently (on remeasurement following impairment losses) recognised in item 100 “Other liabilities”.
After initial recognition, guarantees given are recognized at the greater of the initially recognized value, net of any amortized portion, and the
estimated amount required to meet the obligation.
The effects of valuation, related to any impairment of the underlying, are recognized in the same balance-sheet item contra item 130.d “Writedowns and write-backs due to impairment of other financial transactions” in the income statement.
UniCredit SpA · 2008 Reports and Accounts
77
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
Profit and Loss
Interest Income and Expense
Interest and similar income accrue on cash, HfT assets and liabilities and assets and liabilities at fair value through profit and loss, AfS financial
assets, HtM investments, loans and receivables, deposits, and securities in issue.
Interest income and expense are recognised through profit or loss with respect to all instruments measured at amortised cost, using the
effective interest method.
Interest also includes:
the net credit or debit balance of differentials and margins on financial derivatives:
• hedging interest-bearing assets and liabilities;
• HfT but linked for business purposes to assets and liabilities designated as measured at fair value (fair value option);
• linked for business purposes to HfT assets and liabilities paying differentials or margins on several maturities.
Fees and Commissions
Fees and commissions are recognised on an accruals basis.
Securities trading commission is recognised at the time the service is rendered. Investment portfolio management fees, advisory fees and
investment fund management fees are recognised on a pro-rata temporis basis.
Fees included in amortised cost used to calculate effective interest rates are not included under fees and commissions, since they are part of
the effective interest rate.
Dividends
Dividends are recognised in the profit and loss account for the year in which their distribution has been approved.
Relevant IFRS definitions
The main definitions introduced by IFRS are described below, other than those dealt with in previous sections.
Amortised cost
The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial
recognition minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference
between that initial amount and the maturity amount, and minus any reduction (directly or through the use of an allowance account) for
impairment or uncollectibility.
The effective interest method is a method of allocating the interest income or interest expense over the life of a financial asset or liability. The
effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial
instrument to the net carrying amount of the financial asset or financial liability. The calculation includes all fees and points paid or received
between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts.
Commissions forming an integral part of the effective interest rate include loan drawdown fees or underwriting fees relating to a financial
asset not designated at fair value, e.g., fees received as compensation for the assessment of the issuer’s or borrower’s financial situation, for
valuation and registration of security, and generally for the completion of the transaction (management fees).
Transaction costs include fees and commissions paid to agents (including employees acting as selling agents), advisers, brokers and dealers,
levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums or
discounts, financing costs or internal administrative or holding costs.
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2008 Reports and Accounts · UniCredit SpA
Impairment of financial assets
At each balance sheet date an entity assesses whether there is any objective evidence that a financial asset or group of financial assets is
impaired.
A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if, there is objective evidence of
impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or
events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
It may not be possible to identify a single, discrete event that caused the impairment. Rather the combined effect of several events may have
caused the impairment.
Losses expected as a result of future events, no matter how likely, are not recognised.
Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to our attention about the
following loss events:
(a) significant financial difficulty of the issuer or obligor;
(b) a breach of contract, such as a default or delinquency in interest or principal payments;
(c) the lender, for economic or legal reasons relating to the borrower’s financial difficulty, granting a concession to the borrower which the
lender would not otherwise consider;
(d) it becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
(e) the disappearance of an active market for that financial asset because of financial difficulties; however, the disappearance of an active
market due to the fact that a company’s financial instruments are no longer traded publicly is no evidence of impairment; or
(f) observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the
initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group, including:
(i) adverse changes in the payment status of borrowers in the group; or
(ii) national or local economic conditions that correlate with defaults on the assets in the group.
Objective evidence of impairment for an investment in an equity instrument includes information about significant changes with an adverse
effect that have taken place 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. A significant or prolonged decline in the fair value of an investment in an equity instrument below
its cost is also objective evidence of impairment (see also Section 2 above).
If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity investments carried at amortised cost has
been incurred. the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated
future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate
(i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset shall be reduced either directly or through use
of an allowance account. The amount of the loss is recognised in profit and loss item 130 “Impairment losses” and the asset’s carrying value
is reduced.
If the terms of a loan, receivable or held-to-maturity investment are renegotiated or otherwise modified because of financial difficulties of the
borrower or issuer, impairment is measured using the original effective interest rate before the modification of terms. Cash flows relating to
short-term receivables are not discounted if the effect of discounting is immaterial. If a loan, receivable or held-to-maturity investment has a
variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
The calculation of the present value of the estimated future cash flows of a collateralised financial asset reflects the cash flows that may result
from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable.
UniCredit SpA · 2008 Reports and Accounts
79
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part A) Accounting Policies (Continued)
A reduction in the fair value of a financial asset below its cost or amortised cost is not necessarily an indication of impairment (e.g. reduction in
the fair value of an investment in a debt instrument resulting from an increase in the risk¬free interest rate).
Objective evidence of impairment is initially assessed individually; however, if it is determined that there is no objective evidence of individual
impairment, the asset is included in a group of financial assets with similar credit risk characteristics and assessed collectively.
Formula-based approaches and statistical methods may be used to assess impairment losses on a group of financial assets. Models used
incorporate the temporary value of money, and consider cash flows over the entire residual life of the asset (not just the following year) and do
not give rise to an impairment loss on initial recognition of a financial asset. They take into account losses already sustained but not manifest
in the group of financial assets at the time of measurement, on the basis of past experience of losses on assets having a similar credit risk to
the group of assets being measured.
The process of estimating impairment losses considers all credit exposures, not only those of low credit quality, which reflect a serious
impairment.
Reversals of impairment losses
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after
the impairment was recognised (such as an improvement in the debtor’s credit rating), the previously recognised impairment loss is reversed
and the amount of the reversal is recognised in profit and loss item 130 “Impairment losses” except in the case of AfS equity instruments (see
Section 2 above).
The reversal shall not result - at the date the impairment is reversed - in a carrying amount of the financial asset that exceeds what the
amortised cost would have been had the impairment not been recognised.
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2008 Reports and Accounts · UniCredit SpA
Notes to the Accounts
Part B) Balance Sheet
Assets
Section 1 - Cash and cash balances - Item 10
84
Liabilities
Section 1 - Deposits from banks - Item 10
116
Section 2 - Deposits from customers - Item 20
116
Section 2 - Financial assets held for trading - Item 20
85
Section 3 - Financial assets at fair value
through profit or loss - Item 30
Section 3 - Debt securities in issue - Item 30
117
88
Section 4 - Financial liabilities held for trading - Item 40
118
Section 4 - Available-for-sale financial assets - Item 40
90
Section 5 - Held-to-maturity investments - Item 50
93
Section 5 - Financial liabilities at fair value through
profit or loss - Item 50
120
Section 6 - Loans and receivables with banks - Item 60
94
Section 6 - Hedging derivatives - Item 60
121
Section 7 - Loans and receivables with
customers - Item 70
95
Section 7 - Changes in fair value of portfolio hedged financial
liabilities - Item 70
122
Section 8 - Hedging derivatives - Item 80 97
Section 8 - Tax liabilities - Item 80
123
Section 9 - Changes in fair value of portfolio
hedged financial assets - Item 90
98
Section 9 -Liabilities included in disposal groups classified
as held for sale - Item 90
123
Section 10 - Equity investments - Item 100
99
Section 10 - Other liabilities - Item 100
123
Section 11 - Property, plant and equipment - Item 110
104
Section 11 - Provision for employee severance pay - Item 110 124
Section 12 - Intangible assets - Item 120
106
Section 12 - Provisions for risks and charges - Item 120
125
Section 13 - Redeemable shares - Item 140
138
Section 14 -Shareholders’ Equity Items 130, 150, 160, 170, 180, 190 and 200
138
Section 13 - Tax assets and tax liabilities - Item 130
(assets) and 80 (liabilities)
108
Section 14 - Non-current assets and disposal groups
classified as held for sale - Item 140
(assets) and 90 (liabilities)
114
Section 15 - Other assets - Item 150
115
Other Information
1. Guarantees and commitments
144
2. Assets used to guarantee own liabilities and commitments
144
4. Asset management and trading on behalf of others
145
UniCredit SpA · 2008 Reports and Accounts
83
Company Accounts and Annexes
Notes to the Accounts
(Amounts in thousands of e)
Part B) Balance Sheet - Assets
Reclassification of Financial Assets
The following table details the financial assets reclassified in H2 2008, as reported in sections 1 and 4 of Part (A.2) Accounting Principles Main Balance-Sheet Items.
These assets are (non-derivative) structured credit products and bonds issued by corporates or financial institutions.
As prescribed by IFRS 7, the table provides, for relevant category, the reclassified assets’ face value, carrying value and fair value at December
31, 2008 as well as the pre-tax fair value gains/losses that would have been recognized if the reclassification had not been carried out.
The application of the amortized cost method to these assets - adjusted where necessary to take into account write-downs resulting from
credit risk assessment - caused interest receivable of e 179 thousand to be recognized from the date of reclassification.
In Q4 2008 certain reclassified instruments were sold on which losses of e 216 thousand were recognized.
Considering also the above mentioned amounts, the overall pre-tax effect that would have been recognized in the income statement for 2008
if reclassification had not been carried out would have been a loss of e 1,625 thousand.
Reclassification of Financial Assets
AMOUNTS AS AT 12.31.2008
Financial assets reclassified from category "Held for Trading" to
"Loans and Receivables":
- Structured credit products
- Other debt securities
NOMINAL AMOUNT
CARRYING AMOUNT
Fair value
FAIR VALUE
GAINS/LOSSES NOT
RECOGNIZED DUE TO
RECLASSIFICATION
(PRE-TAX)
67,226
10,126
57,100
61,598
8,496
53,102
59,347
9,324
50,023
-1,662
923
-2,585
Section 1 - Cash and cash balances - Item 10
1.1 Cash and cash balances: breakdown
a) Cash
b) Demand deposits with Central banks
Total
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2008 Reports and Accounts · UniCredit SpA
12.31.2008
12.31.2007
97
33,310
33,407
26,122
4,000,777
4,026,899
Section 2 - Financial assets held for trading - Item 20
2.1 Financial assets held for trading: product breakdown 12.31.2008
Items/Values
A) Financial assets (non-derivatives)
1. Debt securities
1.1 Structured securities
1.2 Other debt securities
2. Equity instruments
3. Units in investment fund
4. Loans
4.1 Repos
4.2 Other
5. Impaired assets
6. Assets sold but not derecognised
Total A
B) Derivative instruments
1. Financial derivatives
1.1 trading
1.2 fair value hedges
1.3 other
2. Credit derivatives
2.1 trading
2.2 fair value hedges
2.3 other
Total B
Total (A+B)
12.31.2007
Listed
Unlisted
TOTAL
Listed
Unlisted
TOTAL
1,035,423
51
1,035,372
3,624,094
4,659,517
1,500,545
1,500,545
1,500,545
2,535,968
51
2,535,917
3,624,094
6,160,062
503,508
503,508
61,930
345,542
1,424,226
2,335,206
1,335,918
1,335,918
698,335
118,131
2,152,384
1,839,426
1,839,426
760,265
463,673
1,424,226
4,487,590
4,659,517
2,844,526
2,038,868
805,658
33
33
2,844,559
4,345,104
2,844,526
2,038,868
805,658
33
33
2,844,559
9,004,621
5
5
5
2,335,211
6,669,694
5,949,331
44,115
676,248
48
48
6,669,742
8,822,126
6,669,699
5,949,336
44,115
676,248
48
48
6,669,747
11,157,337
“Financial derivatives: other” comprises: (i) derivatives embedded in structured financial instruments, where the host has been classified in
a category other than held-for-trading or fair value option and (ii) derivatives that, for economic purposes, are associated with banking book
instruments.
UniCredit SpA · 2008 Reports and Accounts
85
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
2.2 Financial assets held for trading: breakdown by issuer/borrower
Items/Values
A. Financial assets (non-derivatives)
1. Debt securities
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other issuers
2. Equity instruments
a) Banks
b) Other issuers:
- Insurance companies
- Financial companies
- Non-financial institutions
- Other
3. Units in investments fund
4. Loans
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other issuers
5. Impaired assets
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other
6. Assets sold but not derecognised
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other issuers
Total A
B. Derivative instruments
a) Banks
b) Customers
Total B
Total (A+B)
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2008 Reports and Accounts · UniCredit SpA
12.31.2008
12.31.2007
2,535,968
1,035,234
647
1,498,589
1,498
3,624,094
3,624,094
6,160,062
1,839,426
395,330
254
1,382,724
61,118
760,265
17,612
742,653
7,693
699,003
35,957
463,673
1,424,226
1,279,725
24,432
120,069
4,487,590
2,192,010
652,549
2,844,559
9,004,621
6,418,369
251,378
6,669,747
11,157,337
2.3 Financial instruments held for trading: derivatives
12.31.2008
Type of derivative/Underlying assets
A) Listed derivates
1) Financial derivatives:
• With underlyng asset exchange
- purchased options
- other derivatives
• With no underlyng asset exchange
- purchased options
- other derivatives
2) Credit derivatives:
• With underlyng asset exchange
• With no underlyng asset exchange
Total A
B) Unlisted derivatives
1) Financial derivatives:
• With underlyng asset exchange
- purchased options
- other derivatives
• With no underlyng asset exchange
- purchased options
- other derivatives
2) Credit Derivatives:
• With underlyng asset exchange
• With no underlyng asset exchange
Total B
Total (A + B)
12.31.2007
Interest rates
Currency and
gold
Equity
instruments
Loans
Other
TOTAL
TOTAL
-
-
-
-
-
-
5
5
5
5
1,711,280
1,711,280
339,541
1,371,739
1,711,280
1,711,280
427,775
427,535
19,521
408,014
240
240
427,775
427,775
705,412
705,412
705,412
705,412
705,412
33
33
33
33
59
59
59
59
59
2,844,526
427,535
19,521
408,014
2,416,991
1,045,252
1,371,739
33
33
2,844,559
2,844,559
6,669,694
1,622,547
1,070,073
552,474
5,047,147
2,456,782
2,590,365
48
48
6,669,742
6,669,747
UniCredit SpA · 2008 Reports and Accounts
87
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
2.4 Financial assets held for trading (other than assets sold and not derecognised or impaired assets): annual changes
12.31.2008
A. Opening balance
B. Increases
B.1 Purchases
of which: business combinations
B.2 Positive changes in fair value
B.3 Other changes
C. Reductions
C.1 Sales
of which: business combinations
C.2 Redemptions
C.3 Negative changes in fair value
C.4 Other changes
D. Closing balance
Debt securities
Equity
instruments
Units in
investment
funds
Loans
TOTAL
1,839,426
35,391,180
33,628,601
229,072
89,227
1,673,352
34,694,638
27,933,603
144,398
2,957,305
12,109
3,791,621
2,535,968
760,265
839,187
835,517
3,670
1,599,452
1,422,338
2
177,112
-
463,673
98,151
96,461
1,073
617
561,824
233,980
8,815
319,029
-
-
3,063,364
36,328,518
34,560,579
229,072
90,300
1,677,639
36,855,914
29,589,921
144,398
2,957,307
20,924
4,287,762
2,535,968
By agreement, sub-headings “B.3 Other changes” and “C.4 Other changes” include annual changes relating to assets sold and not
derecognized.
Section 3 - Financial assets at fair value through profit or loss - Item 30
3.1 Financial assets at fair value through profit or loss: product breakdown
12.31.2008
Items/Values
1. Debt securities
1.1 Structured securities
1.2 Other debt securities
2. Equity instruments
3. Units in investment funds
4. Loans
4.1 Structured
4.2 Other
5. Impaired assets
6. Assets sold but not derecognised
Total
Cost
88
2008 Reports and Accounts · UniCredit SpA
Listed
19,483
19,483
257,671
277,154
332,152
Unlisted
9,344
9,344
31,510
40,854
40,785
12.31.2007
TOTAL
28,827
28,827
31,510
257,671
318,008
372,937
Listed
Unlisted
TOTAL
11
11
11
11
27,437
27,437
31,510
58,947
58,681
27,448
27,448
31,510
58,958
58,692
3.2 Financial assets at fair value through profit or loss: breakdown by issuer/borrower
Items/Values
1. Debt securities
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other issuers
2. Equity instruments
a) Banks
b) Other issuers:
- insurance companies
- financial companies
- non-financial companies
- other
3. Units in investment funds
4. Loans
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other entities
5. Impaired assets
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other entities
6. Assets sold but not derecognised
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other issuers
Total
12.31.2008
12.31.2007
28,827
3
28,823
1
31,510
31,510
31,510
257,671
318,008
27,448
6
27,441
1
31,510
31,510
31,510
58,958
UniCredit SpA · 2008 Reports and Accounts
89
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
3.3 Financial assets at fair value through profit or loss (other than asssets sold and not derecognised): annual changes
12.31.2008
A. Opening balance
B. Increases
B.1 Purchases
of which: business combinations
B.2 Positive changes in fair value
B.3 Other changes
C. Reductions
C.1 Sales
of which: business combinations
C.2 Redemptions
C.3 Negative changes in fair value
C.4 Other changes
D. Closing balances
Debt securities
Equity
instruments
Units in
investment
funds
Loans
TOTAL
27,448
11,058
9,271
1,787
9,679
2
944
8,733
28,827
31,510
31,510
312,027
312,027
54,356
54,356
257,671
-
58,958
323,085
9,271
313,814
64,035
2
55,300
8,733
318,008
Section 4 - Available-for-sale financial assets - Item 40
4.1 Available-for-sale financial assets: product breakdown
12.31.2008
Items/Values
1. Debt securities
1.1 Structured securities
1.2 Other
2. Equity instruments
2.1 Measured at fair value
2.2 Carried at cost
3. Units in investment funds
4. Loans
5. Impaired assets
6. Assets sold but not derecognised
Total
12.31.2007
Listed
Unlisted
TOTAL
Listed
Unlisted
TOTAL
644,118
644,118
424,560
424,560
142,697
750,320
1,961,695
481,478
481,478
585,637
299,581
286,056
255,827
1,322,942
1,125,596
1,125,596
1,010,197
724,141
286,056
398,524
750,320
3,284,637
281,273
281,273
1,048,006
1,048,006
27,478
803,628
2,160,385
252,901
252,901
638,065
517,905
120,160
75,516
154,232
1,120,714
534,174
534,174
1,686,071
1,565,911
120,160
102,994
957,860
3,281,099
"Available for sale financial assets" include securities purchased by some of our internal pension funds, which do not have legal status or
independent own means: further detail is provided in the annexes to the Accounts.
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2008 Reports and Accounts · UniCredit SpA
4.2 Available-for-sale financial assets: breakdown by issuer/borrower
Items/Values
12.31.2008
12.31.2007
1. Debt securities
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other issuers
2. Equity instruments
a) Banks
b) Other issuers:
- insurance companies
- financial companies
- non-financial companies
- other
3. Units in investment funds
4. Loans
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other entities
5. Impaired assets
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other entities
6. Assets sold but not derecognised
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other issuers
Total
1,125,596
209,702
8,483
640,742
266,669
1,010,197
703,333
306,864
5,551
209,872
91,441
398,524
750,320
750,320
3,284,637
534,174
283,685
16
124,278
126,195
1,686,071
837,281
848,790
4,884
131,700
280,469
431,737
102,994
957,860
736,919
49,984
170,957
3,281,099
4.3 Available-for-sale financial assets: hedged
Hedged assets
12.31.2008
12.31.2007
Assets/Type of hedging
Fair value
Cash flow
Fair value
Cash flow
1. Debt securities
2. Equity instruments
3. Units in investment funds
4. Loans
5. Portfolio
Total
1,125,313
1,125,313
-
762,685
203,200
965,885
-
UniCredit SpA · 2008 Reports and Accounts
91
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
4.4 Available-for-sale financial assets subject to micro-hedging
Items/Values
12.31.2008
12.31.2007
1. Financial assets subject to micro-hedging of fair value
a) Interest rate risk
b) Price risk
c) Currency risk
d) Credit risk
e) Multiple risks
2. Financial assets subject to micro-hedging of cash flows
a) Interest rate risk
b) Currency risk
c) Other
Total
1,125,313
1,125,313
1,125,313
965,885
762,685
203,200
965,885
4.5 Available-for-sale financial assets (other than assets sold and not derecognised or impaired assets):annual changes
12.31.2008
A. Opening balance
B. Increases
B.1 Purchases
of which: business combinations
B.2 Positive changes in fair value
B.3 Write-backs
- through profit or loss
- in equity
B.4 Trasfers from other portfolios
B.5 Other changes
C. Decreases
C.1 Sales
of which: business combinations
C.2 Redemptions
C.3 Negative changes in fair value
C.4 Impairments
- through profit or loss
- in equity
C.5 Transfers to other portfolios
C.6 Other changes
D. Closing balance
Debt securities
Equity
instruments
Units in
investment funds
Loans
TOTAL
534,174
4,517,709
3,356,574
699,847
7,415
1,153,720
3,926,287
2,884,984
2,194,679
97,827
69,004
846
846
873,626
1,125,596
1,686,071
2,086,728
1,315,946
1,307,594
13,116
35,139
722,527
2,762,602
492,076
29,864
440,478
568,537
568,537
1,080,441
181,070
1,010,197
102,994
351,563
337,638
196,853
13,925
56,033
10,195
37,218
5,379
403
4,976
3,241
398,524
-
2,323,239
6,956,000
5,010,158
2,204,294
20,531
35,139
1,890,172
6,744,922
3,387,255
2,224,543
97,827
546,700
574,762
568,940
5,822
1,080,441
1,057,937
2,534,317
By agreement, sub-headings “B.5 Other changes” and “C.6 Other changes” include annual changes relating to assets sold and not
derecognized.
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2008 Reports and Accounts · UniCredit SpA
Section 5 - Held-to-maturity investments - Item 50
5.1 Held-to-maturity investments: breakdown
12.31.2008
12.31.2007
TOTAL
Type of transaction/Values
1. Debt securities
1.1 Structured securities
1.2 Other securities
2. Loans
3. Impaired assets
4. Assets sold but not derecognised
Total
TOTAL
Carrying value
Fair value
Carrying value
Fair value
2,946,267
2,946,267
3,676,599
6,622,866
3,247,288
3,247,288
3,247,610
6,494,898
33,942
33,942
2,762,305
2,796,247
34,471
34,471
2,797,233
2,831,704
5.2 Held-to-maturity investments: breakdown by debtors/issuers
Type of transactions/Values
12.31.2008
12.31.2007
1. Debt securities
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other
2. Loans
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other
3. Impaired assets
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other
4. Assets sold but not derecognised
a) Governments and central banks
b) Other public-sector entities
c) Banks
d) Other
Total
2,946,267
2,689,251
257,016
3,676,599
3,364,584
312,015
6,622,866
33,942
33,942
2,762,305
2,762,305
2,796,247
UniCredit SpA · 2008 Reports and Accounts
93
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
5.4 Held-to-maturity investments (other than assets sold and not derecognized or impaired assets): annual changes
12.31.2008
A. Opening balance
B. Increases
B.1 Purchases
of which: business combinations
B.2 Write-backs
B.3 Trasfer from other portfolios
B.4 Other changes
C. Decreases
C.1 Sales
of which: business combinations
C.2 Redemptions
C.3 Write-downs
C.4 Trasfer to other portfolios
C.5 Other changes
D. Closing balances
Debt securities
Loans
TOTAL
33,942
6,825,113
3,853,262
18,232
2,971,851
3,912,788
75,000
3,837,788
2,946,267
-
33,942
6,825,113
3,853,262
18,232
2,971,851
3,912,788
75,000
3,837,788
2,946,267
-
By agreement, sub-headings “B.4 Other changes” and “C.5 Other changes” include annual changes relating to assets sold and not
derecognized.
Section 6 - Loans and receivables with banks - Item 60
6.1 Loans and receivables with banks: product breakdown
Type of transactions/Values
A. Loans to Central Banks
1. Time deposits
2. Compulsory reserves
3. Repos
4. Other
B. Loans to Banks
1. Current accounts and demand deposits
2. Time deposits
3. Other loans
3.1 Repos
3.2 Finance leases
3.3 Other
4. Debt securities
4.1 Structured
4.2 Other
5. Impaired assets
6. Assets sold not derecognised
Total (carrying value)
Total (fair value)
94
2008 Reports and Accounts · UniCredit SpA
12.31.2008
12.31.2007
8,241,901
7,378
7,294,822
937,919
1,782
200,196,631
64,065,566
53,308,602
41,914,633
28,825,495
13,089,138
33,986,532
33,986,532
440
6,920,858
208,438,532
207,063,680
18,650,403
9,866
18,640,462
75
144,169,250
15,194,943
84,026,587
12,412,884
8,372,249
4,040,635
32,534,836
32,534,836
162,819,653
162,818,297
Section 7 - Loans and receivables with customers - Item 70
7.1 Loans and receivables with customers: product breakdown
Type of transactions/Values
1. Current accounts
2. Repos
3. Mortgages
4. Credit cards and personal loans, incl. loans guaranteed by salary
5. Finance leases
6. Factoring
7. Other transactions
8. Debt securities
8.1 Structured
8.2 Other
9. Impaired assets
10. Assets sold but not derecognised
Total (carrying value)
Total (fair value)
12.31.2008
12.31.2007
227,155
5,789,744
22,982,152
5,685,185
5,685,185
240,412
1,594,345
36,518,993
35,720,587
70,721
2,250,084
15,962,970
1,164,725
1,164,725
984,680
810,022
21,243,202
21,241,726
The item 8.2 Other Debt Securities includes e 799,934 thousand arising from the “Trevi Finance”, “Trevi Finance 2” and “Trevi Finance 3”
securitization transactions, in respect of which the underlying assets were not re-recognized in the accounts, since the transactions date from
before January 1, 2002 (see also section 4 - Loans and Receivables in Part A) Accounting Policies).
The assets underlying these securitization transactions are non-performing loans, which book value was e 1,157,093 thousand on the
balance-sheet date, whereas their face value was e 4,956,602 thousand.
UniCredit SpA · 2008 Reports and Accounts
95
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
7.2 Loans and receivables with customers: breakdown by issuers/borrowers
Type of transactions/Values
1. Debt securities issued by:
a) Governments
b) Other public-sector entities
c) Other issuers
- non-financial companies
- financial companies
- insurance companies
- other
2. Loans to:
a) Governments
b) Other public-sector entities
c) Other entities
- non-financial companies
- financial companies
- insurance companies
- other
3. Impaired assets
a) Governments
b) Other public-sector entities
c) Other entities
- non-financial companies
- financial companies
- insurance companies
- other
4. Assets sold but not derecognised
a) Governments
b) Other public-sector entities
c) Other entities
- non-financial companies
- financial companies
- insurance companies
- other
Total
96
2008 Reports and Accounts · UniCredit SpA
12.31.2008
12.31.2007
5,685,185
713
23,032
5,661,440
3,130
5,613,306
45,004
28,999,051
5,596
1,418
28,992,037
5,237,387
23,709,486
4,846
40,318
240,412
86,872
153,540
153,263
277
1,594,345
1,594,345
1,594,345
36,518,993
1,164,725
1,741
1,162,984
20,435
1,052,265
90,284
18,283,775
3,016
18,280,759
1,473,839
16,730,748
76,172
984,680
13,696
970,984
679,843
35,503
255,638
810,022
810,022
810,022
21,243,202
Section 8 - Hedging derivatives - Item 80
8.1 Hedging derivatives: breakdown by contract and underlying assets
12.31.2008
Type of derivatives/Underlying assets
A) Listed
1) Financial derivatives:
• With underlying asset exchange
- purchased options
- other derivatives
• With no underlying asset exchange
- purchased options
- other derivatives
2) Credit derivatives:
- With underlying asset exchange
- With no underlying asset exchange
Total A
B) Unlisted
1) Financial derivatives:
• With underlying asset exchange
- purchased options
- other derivatives
• With no underlying asset exchange
- purchased options
- other derivatives
2) Credit derivatives:
- With underlying asset exchange
- With no underlying asset exchange
Total B
Total (A+B) 12.31.2008
Total (A+B) 12.31.2007
Interest rates
Currency and
gold
Equity
instruments
Loans
Other
TOTAL
-
-
-
-
-
-
1,489,151
1,489,151
1,127
1,488,024
1,489,151
1,489,151
420,401
549,432
549,432
549,432
549,432
549,432
75,077
73,421
-
-
2,038,583
549,432
549,432
1,489,151
1,127
1,488,024
2,038,583
2,038,583
568,899
UniCredit SpA · 2008 Reports and Accounts
97
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
8.2 Hedging derivatives: breakdown by hedged assets and risk
12.31.2008
Fair value hedges
Cash-flow hedges
Micro-hedge
Transactions/Type of hedges
1. Available-for-sale financial assets
2. Loans and receivables
3. Held-to-maturity investments
4. Portfolio
5. Foreign assets
Total assets
1. Financial liabilities
2. Portfolio
Total liabilities
1. Expected transactions
Interest
rate risk
Currency
risk
Credit risk
Price risk
Multiple
risks
Macrohedge
Microhedge
Macrohedge
147
X
X
X
147
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
41
X
41
X
1,652,443
1,652,443
X
X
X
-
X
X
X
108,349
X
108,349
X
277,603
277,603
-
Section 9 - Changes in fair value of portfolio hedged financial assets - Item 90
9.1 Changes to macro-hedged financial assets: breakdown by hedged portfolio
Changes to hedged assets/Values
12.31.2008
12.31.2007
71,457
71,457
71,457
(596)
(596)
(596)
Hedged assets
12.31.2008
12.31.2007
1. Loans and receivables
2. Available-for-sale financial assets
3. Portfolio
Total
1,585,845
1,585,845
1,635,000
1,635,000
1. Positive changes
1.1 of specific portfolios:
a) loans and receivables
b) available-for-sale financial assets
1.2 overall
2. Negative changes
2.1 of specific portfolios:
a) loans and receivables
b) available-for-sale financial assets
2.2 overall
Total
9.2 Assets subject to macro-hedging of interest-rate risk: breakdown
98
2008 Reports and Accounts · UniCredit SpA
Section 10 - Equity investments - Item 100
10.1 Equity investments in subsidiaries, joint ventures or companies under significant influence:information on shareholders' equity
Name
Main Office
A. Subsidiaries
1. Aspra Finance S.p.A.
Milan
2. Banco di Sicilia S.p.A. (formerly UniCredit Servizi Retail Tre S.p.A.)
Palermo
3. Bank Pekao S.A.
Warsaw
4. Bayerische Hypo- und Vereinsbank AG
Munich
5. BDR Roma Prima Ireland Ltd
Dublin
6. Box 2004 S.p.A.
Rome
7. Entasi S.r.l.
Rome
8. Eurofinance 2000 S.r.l.
Rome
9. Fineco Finance Ltd (in liquidation)
Dublin
10. Fineco Leasing S.p.A.
Brescia
11. Fineco Verwaltung AG
Frankfurt am Main
12. FinecoBank S.p.A.
Milan
13. I-Faber Società per Azioni
Milan
14. IPSE 2000 S.p.A.
Rome
15. Kyneste S.p.A.
Rome
16. Localmind S.p.A.
Milan
17. Locat S.p.A. (now UniCredit Leasing S.p.A.)
Bologna
18. Pioneer Global Asset Management S.p.A.
Milan
19. Sicilia Convention Bureau S.r.l.
Catania
20. Società di Gestioni Esattoriali in Delegazione Governativa in Sicilia - SO.G.E.D. S.p.A.
(in liquidation)
Palermo
21. Società di Gestioni Esattoriali in Sicilia SO.G.E.SI. S.p.A. (in liquidation)
Palermo
22. Società Italiana Gestione ed Incasso Crediti S.p.A. (in liquidation)
Rome
23. Sofigere Société par Actions Simplifiée
Parigi
24. SOFIPA Società di Gestione del Risparmio (SGR) S.p.A. (formerly Capitalia SOFIPA SGR S.p.A.)
Rome
25. Trevi Finance N. 2 S.p.A.
Conegliano (TV)
26. Trevi Finance N. 3 S.r.l.
Conegliano (TV)
27. Trevi Finance S.p.A.
Conegliano (TV)
28. UniCredit Audit S.p.A.
Milan
29. UniCredit Banca di Roma S.p.A. (formerly UniCredit Servizi Retail Due S.p.A.)
Rome
30. UniCredit Banca per la Casa S.p.A. (now UniCredit Consumer Financing Bank S.p.A.)
Milan
31. UniCredit Banca S.p.A. (formerly UniCredit Servizi Retail Uno S.p.A.)
Bologna
32. UniCredit Bancassurance Management & Administration S.r.l.
Milan
33. UniCredit Bank Austria AG (formerly Bank Austria Creditanstalt AG)
Vienna
34. UniCredit Bank D.D. (formerly UniCredit Zagrebacka Banka D.D.)
Mostar
35. UniCredit Bank Ireland P.l.c.
Dublin
36. UniCredit Bulbank A.D.
Sofia
37. UniCredit Consumer Financing Bank S.p.A. (formerly UniCredit Clarima Banca S.p.A.)
Milan
38. UniCredit Corporate Banking S.p.A. (formerly UniCredit Banca d'Impresa S.p.A.)
Verona
39. UniCredit Credit Management Bank S.p.A. (formerly UniCredito Gestione Crediti S.p.A.
Banca per la gestione dei crediti)
Verona
Equity % (*)
100.00%
100.00%
59.28%
100.00%
99.90%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
65.32%
50.00%
100.00%
95.76%
9.16%
100.00%
100.00%
100.00%
80.00%
95.00%
100.00%
100.00%
60.00%
60.00%
60.00%
100.00%
100.00%
100.00%
100.00%
100.00%
99.99%
3.27%
100.00%
..
100.00%
100.00%
97.81%
Voting
Rights
(A)
(B)
(C)
3.28%
(D)
(E)
UniCredit SpA · 2008 Reports and Accounts
99
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
continued: (10.1 Equity investments in subsidiaries, joint ventures or companies under significant influence: information on shareholders' equity)
Name
A. Subsidiaries (continued)
40. UniCredit Delaware Inc.
41. UniCredit Global Information Services S.p.A.
42. UniCredit Global Leasing S.p.A. (now UniCredit Leasing S.p.A.)
43. UniCredit International Bank (Luxembourg) S.A.
44. UniCredit Mediocredito Centrale S.p.A. (formerly MCC-Mediocredito Centrale S.p.A.)
45. UniCredit Merchant S.p.A. (formerly Capitalia Merchant S.p.A.)
46. UniCredit Private Banking S.p.A.
47. UniCredit Processes & Administration S.p.A. (now UniCredit Business Partner
Società per Azioni)
48. UniCredit Real Estate S.p.A.
49. UniCredito Italiano Capital Trust I
50. UniCredito Italiano Capital Trust II
51. UniCredito Italiano Funding LLC I
52. UniCredito Italiano Funding LLC II
53. UniCredito Italiano Funding LLC III
54. UniCredito Italiano Funding LLC IV
55. Unimanagement S.r.l.
56. Xelion Doradcy Finansowi Sp.zo.o.
B. Joint ventures
1. TLX S.p.A.
C. Companies under significant influence
1. Aviva S.p.A.
2. Capitalia Assicurazioni S.p.A.
3. CARICESE S.r.l. (formerly Consorzio CA.RI.CE.SE.)
4. Cassa di Liquidazione e Garanzia S.p.A. (in liquidation)
5. CNP UniCredit Vita S.p.A. (formerly CNP Capitalia Vita S.p.A.)
6. Creditras Assicurazioni S.p.A.
7. Creditras Vita S.p.A.
8. Fidia - Fondo Interbancario d'Investimento Azionario S.G.R. S.p.A.
9. G.B.S. General Broker Service S.p.A.
10. Istituto per l'Edilizia Economica e Popolare di Catania S.p.A. (in liquidation)
11. Mediobanca - Banca di Credito Finanziario S.p.A.
12. Nuova Teatro Eliseo S.p.A.
13. SE.TE.SI Servizi Telematici Siciliani S.p.A.
14. SIA-SSB S.p.A.
15. Società Gestione per il Realizzo S.p.A. (in liquidation)
16. Sviluppo Globale GEIE
(*) The equity stake is held by Parent Company and does not include any stake held by other Group companies.
(A) Another 90.84% stake is held by UniCredit Global Leasing S.p.A..
(B) Another 5% stake is held by UniCredit Mediocredito Centrale S.p.A..
(C) Another 89.98% stake is held, directly and indirectly, by UniCredit Bank Austria AG (89,97 % voting stocks).
(D) Another 92.07% stake is held by UniCredit Bank Austria AG..
(E) The subsidiary owns 175,000 treasury shares, equal to the remaining 2.19% of share capital.
(F) Another 32.59% stake is held by UniCredit Bank Austria AG..
(G) Another 50% is held by Bank Pekao S.A..
(H) Another 0.71 % is held by various Group banks.
(I) Another 21.88% is held by Fineco Verwaltung AG.
(J) Another 0.05% is held by IRFIS - Mediocredito della Sicilia S.p.A..
100 2008 Reports and Accounts · UniCredit SpA
Main Office
Equity % (*)
Dover (Delaware)
Milan
Milan
Luxembourg
Rome
Rome
Turin
100.00%
100.00%
67.41%
100.00%
100.00%
100.00%
100.00%
Cologno Monzese (MI)
Genoa
Newark (Delaware)
Newark (Delaware)
Dover (Delaware)
Dover (Delaware)
Wilmington (Delaware)
Wilmington (Delaware)
Turin
Warsaw
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
Milan
50.00%
Milan
Milan
Bologna
Trieste
Milan
Milan
Milan
Milan
Rome
Catania
Milan
Rome
Palermo
Milan
Rome
Rome
49.00%
49.00%
32.97%
24.61%
16.92%
50.00%
50.00%
50.00%
20.00%
20.00%
8.66%
41.01%
40.49%
24.07%
26.38%
25.00%
(F)
(G)
(H)
(I)
(J)
Voting
Rights
10.2 Equity investments in subsidiaries, joint ventures or companies under significant influence: information on the accounts
Name
A. Subsidiaries
1. Aspra Finance S.p.A.
2. Banco di Sicilia S.p.A. (formerly UniCredit Servizi Retail Tre S.p.A.)
3. Bank Pekao S.A.
4. Bayerische Hypo- und Vereinsbank AG
5. BDR Roma Prima Ireland Ltd
6. Box 2004 S.p.A.
7. Entasi S.r.l.
8. Eurofinance 2000 S.r.l.
9. Fineco Finance Ltd (in liquidation) (A)
10. Fineco Leasing S.p.A.
11. Fineco Verwaltung AG
12. FinecoBank S.p.A.
13. I-Faber Società per Azioni
14. IPSE 2000 S.p.A.
15. Kyneste S.p.A.
16. Localmind S.p.A.
17. Locat S.p.A. (now UniCredit Leasing S.p.A.)
18. Pioneer Global Asset Management S.p.A.
19. Sicilia Convention Bureau S.r.l. (B)
20. Società di Gestioni Esattoriali in Delegazione Governativa in Sicilia SO.G.E.D. S.p.A. (in liquidation) (C)
21. Società di Gestioni Esattoriali in Sicilia SO.G.E.SI. S.p.A. (in liquidation) (D)
22. Società Italiana Gestione ed Incasso Crediti S.p.A. (in liquidation) (E)
23. Sofigere Société par Actions Simplifiée
24. SOFIPA Società di Gestione del Risparmio (SGR) S.p.A.
(formerly Capitalia SOFIPA SGR S.p.A.)
25. Trevi Finance N. 2 S.p.A.
26. Trevi Finance N. 3 S.r.l.
27. Trevi Finance S.p.A.
28. UniCredit Audit S.p.A.
29. UniCredit Banca di Roma S.p.A. (formerly UniCredit Servizi Retail Due S.p.A.)
30. UniCredit Banca per la Casa S.p.A. (now UniCredit Consumer Financing
Bank S.p.A.)
31. UniCredit Banca S.p.A. (formerly UniCredit Servizi Retail Uno S.p.A.)
32. UniCredit Bancassurance Management & Administration S.r.l.
33. UniCredit Bank Austria AG (formerly Bank Austria Creditanstalt AG)
34. UniCredit Bank D.D. (formerly UniCredit Zagrebacka Banka D.D.)
35. UniCredit Bank Ireland P.l.c.
36. UniCredit Bulbank A.D.
37. UniCredit Consumer Financing Bank S.p.A. (formerly UniCredit Clarima Banca
S.p.A.)
38. UniCredit Corporate Banking S.p.A. (formerly UniCredit Banca d'Impresa S.p.A.)
39. UniCredit Credit Management Bank S.p.A. (formerly UniCredito Gestione
Crediti S.p.A. Banca per la gestione dei crediti)
40. UniCredit Delaware Inc.
41. UniCredit Global Information Services S.p.A.
42. UniCredit Global Leasing S.p.A. (now UniCredit Leasing S.p.A.)
43. UniCredit International Bank (Luxembourg) S.A.
Total assets
Total
revenues
5,219,157
15,655,718
30,812,196
373,486,134
35,419
8,370
87
146
5,529,090
171,476
14,570,245
15,921
24,629
37,269
2,707
20,721,028
2,594,467
119
71,832
456,904
2,845,440
20,358,433
1,246
529
92
126
385,752
3,940
1,102,200
15,509
1,737
34,182
124
1,263,852
455,360
-
-83,540
80,889
805,548
-2,351,342
1,226
109
3
20,423
3,447
91,834
2,724
954
13,203
3
112,702
355,365
-
765,509
445,807
3,748,967
19,333,941
35,401
7,587
11
34
150,958
171,099
385,135
10,102
20,988
30,418
2,655
1,116,632
2,438,294
119
46
24,708
1,275
7,862
4
5,237
1,749
1,595
-99
1,031
-2,797
146
-72,737
-144,639
-1,455
190
9,838
165
191
131
42,082
42,710,335
6,166
77
83
77
62,047
841,305
320
-30
10
-30
990
40,396
7,110
123
169
85
3,682
1,140,676
100,176,008
59,764,723
10,572
147,817,170
1,691,682
27,475,700
5,631,815
1,832,663
991,898
8,990
9,240,150
141,351
1,821,588
439,569
-100,621
-10,075
698
100
15,750
134,051
149,148
2,092,256
1,602,072
2,771
13,100,208
172,886
1,939,391
702,048
7,906,549
113,288,605
639,330
6,099,321
-20,539
352,398
199,611
465,677
671,850
2,294,197
4,065,818
141,478
12,413
825,793
13,841
318,029
28,161
10
1,768
-23,287
39,557
Net Profit Shareholders'
(Loss)(*)
equity
Carrying
value
Fair
value
350,006
365,400
4,447,715
19,173,323
36,576
8,394
10
35
..
223,047
194,189
1,082,837
9,700
9,933
18,440
1,712
241,232
2,274,148
119
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
..
..
..
175
X
X
X
X
7,272
94
93
69
2,228
1,327,750
X
X
X
X
X
X
2,082,154
1,670,715
52
21,706,053
1,496
2,142,340
25
X
X
X
X
X
X
X
593,334
7,575,213
445,484
6,321,887
X
X
111,157
151
169,260
648,303
241,007
72,047
18
157,285
514,326
305,443
X
X
X
X
X
(1)
(2)
(2)
(2)
(2)
(2)
(2)
(3)
(4)
(2)
(2)
(2)
(5)
(5)
(3)
(6)
(7)
(8)
UniCredit SpA · 2008 Reports and Accounts 101
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
continued: (10.2 Equity investments in subsidiaries, joint ventures or companies under significant influence: information on the accounts)
Name
A. Subsidiaries (continued)
44. UniCredit Mediocredito Centrale S.p.A. (formerly MCC-Mediocredito
Centrale S.p.A.)
45. UniCredit Merchant S.p.A. (formerly Capitalia Merchant S.p.A.)
46. UniCredit Private Banking S.p.A.
47. UniCredit Processes & Administration S.p.A. (now UniCredit Business
Partner Società per Azioni)
48. UniCredit Real Estate S.p.A.
49. UniCredito Italiano Capital Trust I
50. UniCredito Italiano Capital Trust II
51. UniCredito Italiano Funding LLC I
52. UniCredito Italiano Funding LLC II
53. UniCredito Italiano Funding LLC III
54. UniCredito Italiano Funding LLC IV
55. Unimanagement S.r.l.
56. Xelion Doradcy Finansowi Sp.zo.o.
B. Joint ventures
1. TLX S.p.A.
C. Companies under significant influence
1. Aviva S.p.A. (F)
2. Capitalia Assicurazioni S.p.A. (I)
3. CARICESE S.r.l. (formerly Consorzio CA.RI.CE.SE.) (G)
4. Cassa di Liquidazione e Garanzia S.p.A. (in liquidation) (H)
5. CNP UniCredit Vita S.p.A. (formerly CNP Capitalia Vita S.p.A.) (F)
6. CreditRas Assicurazioni S.p.A. (F)
7. CreditRas Vita S.p.A. (F)
8. Fidia - Fondo Interbancario d'Investimento Azionario S.G.R. S.p.A. (I)
9. G.B.S. General Broker Service S.p.A. (J)
10. Istituto per l'Edilizia Economica e Popolare di Catania S.p.A. (in
liquidation) (G)
11. Mediobanca - Banca di Credito Finanziario S.p.A. (K)
12. Nuova Teatro Eliseo S.p.A. (G)
13. SE.TE.SI Servizi Telematici Siciliani S.p.A.
14. SIA-SSB S.p.A. (G)
15. Società Gestione per il Realizzo S.p.A. (in liquidation) (L)
16. Sviluppo Globale GEIE (G)
Total assets
Total
revenues
7,224,544
483,234
9,162,452
523,789
47,568
666,799
10,558
17,489
91,314
731,333
385,532
385,354
362,236
4,552,805
550,360
330,400
550,362
330,401
764,642
320,954
13,539
1,292
344,042
1,110,212
43,459
29,665
43,459
29,665
30,730
17,224
5,714
5,052
-312
314,318
462
186
-2,556
-3,662
7,503
12,088
8,774,529
83,046
9,755
799
12,321,726
196,314
18,493,713
11,313
14,749
3,460
56,046,300
6,189
4,340
290,396
61,239
365
Net Profit Shareholders'
(Loss)(*)
equity
Carrying
value
Fair
value
(2)
988,246
367,743
281,108
X
X
X
48,578
1,549,043
1
1
2
1
1,253
558
537
281
(9)
49,153
1,155,887
1
1
2
1
1
1
643
204
X
X
X
X
X
X
X
X
X
X
-
4,868
(9)
2,500
X
1,501,003
10,770
25,390
52
1,250,850
24,364
3,945,751
1,038
9,474
23,185
358
28
-14,356
3,016
13,204
-320
165
716,534
11,041
1,624
228
357,129
21,153
364,887
7,589
1,450
159
1,406,500
6,130
6,871
334,910
8,256
657
84
-58,200
-245
-441
9,064
2,898
193
(3)
(2)
3,419
4,186,700 (10)
840
332
157,754 (2/3)
9,727
256
335,255
5,202
2,383
49
135,189
7,225
169,023
3,006
270
..
1,079,371 515,597
344
49
73,503
2,566
..
69,852,748
(*) Amount already included in the next column “Shareholders’ Equity”.
(A) In February 2008 the company was put in liquidation; in March 2009 the company was removed from the Companies Register.
(B) Newly established company (December 2008); only the share capital is represented.
(C) The negative value of the shareholders equity is related to the debts with Banco di Sicilia, previous shareholder; in October 2008 Banco di Sicilia fully devalued these credits and sold them to Aspra Finance.
(D) Data are taken from the financial statements as at 12.31.2007. The negative value of the shareholders equity is related to the debts with Banco di Sicilia, previous shareholder, and other banks. Banco di Sicilia,
and the other banks, quitclaimed a part of their credits to restore the negative equity; in October 2008 Banco di Sicilia sold his credit to Aspra Finance.
(E) In June 2008 the company was put in liquidation; there is a specific allowance for the amount of negative equity.
(F) Data are taken from the First Half Report as at 06.30.2008.
(G) Data are taken from the financial statements as at 12.31.2007.
(H) Data are taken from the liquidation financial as at 11.20.2008. In January 2009 the company was removed from the Companies Register.
(I) Data are teken from the balance sheet as at 09.30.2008.
(J) Data are taken from the financial statements as at 06.30.2008.
(K) Data are taken from the First Half Report as at 12.31.2008.
(L) Data are taken from the financial statements as at 12.31.2007 and consider the allotment of reserves and profits deliberated in 2008.
102 2008 Reports and Accounts · UniCredit SpA
In respect of the above table, please note that:
- Data of subsidiaries and associates were taken from the 2008 financial statements or from 2008 draft accounts approved by the
competent Corporate Bodies; if these were unavailable, data were taken from the most recent approved financial statements or balance
sheet. Amounts relating to foreign companies were calculated at the exchange rate prevailing at the end of the year.
- The carrying amounts are higher than the value of the fraction of shareholders’ equity shown for one or more of the following reasons:
1) Higher stock prices.
2) The cost of the absorption of Capitalia under IFRS 3 Business Combinations.
3) Higher costs borne on acquisition or increase of an equity interest (including additional costs) and retained in the accounts given
continuation of the reasons for the payment of these costs.
4) Part spin-off of MCC’s leasing business, whose cost was determined on absorption of Capitalia under IFRS 3 Business Combinations.
5) The higher value of the business transferred on setting up the new bank.
6) The valuation of proprietary listed equities, which required setting up a negative valuation reserve.
7) The loss for the year and recognition of a negative reserve (in compliance with the interpretation of the OPI1 interpretation document
issued by Assirevi) relating to a company acquired by Locat. With effect from January 1, 2009 UniCredit Global Leasing was absorbed
by Locat (now UniCredit Leasing).
8) The merger of Capitalia Luxembourg S.A., the cost of which was determined on absorption of Capitalia under IFRS 3 Business
Combinations.
9) Higher valuation of the subsidiary.
10) No material change in the profit projections of Mediobanca’s business and shareholdings.
10.3 Investments in associates and joint ventures: annual changes
12.31.2008
A. Opening balance
B. Increases
B.1 Purchases
of which: business combinations
B.2 Write-backs
B.3 Revaluation
B.4 Other changes
C. Decreases
C.1 Sales
of which: business combinations
C.2 Write-downs
C.3 Other changes
D. Closing balance
E. Total revaluation
F. Total write-downs
72,332,657
16,604,319
12,942,926
2,810,525
36,017
3,625,376
19,084,228
16,405,743
16,081,495
28,992
2,649,493
69,852,748
43,659
UniCredit SpA · 2008 Reports and Accounts 103
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
10.4 Commitments relating to equity investments in subsidiaries
The following commitments are reported as outstanding at December 31, 2008:
• a commitment to pay e1.5 million to our subsidiary Società Italiana Gestione e Incasso Crediti S.p.A. (in liquidation) to cover liquidation
requirements.
• a commitment to pay: (i) e3.7 million to our subsidiary UniManagement S.r.l. , to cover losses expected in 2009/2010 (ii) a capital
contribution of e1.3 million to our subsidiary Sicilia Convention Bureau S.r.l. to cover start-up costs.
• a commitment to take up a PLN 15 million rights issue by Xelion Doradcy Finansowi Sp. zo.o. in proportion to our stake, viz. PLN 7.5 million.
In January 2009, our subsidiary carried out the capital increase and UniCredit subscribed and paid in its share of PLN 7.5 million, equivalent
to about e2 million;
• a commitment relating to the incorporation of a subsidiary in Luxembourg with the object of issuing an instrument for the management of
capital allocated for operational risks. The new company will have company capital of a maximum of e35 million.
Section 11 - Property, plant and equipment - Item 110
11.1 Property, plant and equipment: breakdown of assets valued at cost
Assets/Values
A. Assets for operational use
1.1 Owned
a) land
b) buildings
c) equipment
d) electronic systems
e) other
1.2 Leased
a) land
b) buildings
c) equipment
d) electronic systems
e) other
Total A
B. Held-for-investment assets
2.1 Owned
a) land
b) buildings
2.2 Leased
a) land
b) buildings
Total B
Total (A + B)
11.2 Property, plant and equipment: breakdown of assets measured at fair value or revalued
For the measurement of property, plant and equipment, the Company does not apply the revaluation model.
104 2008 Reports and Accounts · UniCredit SpA
12.31.2008
12.31.2007
28,714
5
2,949
17,054
8,524
182
28,714
25,066
5
764
12,351
1,795
10,151
25,066
9,132
3,758
5,374
9,132
37,846
25,066
11.3 Property, plant and equipment used in the business: annual changes
12.31.2008
A. Gross opening balance
A.1 Net decreases
A.2 Net opening balance
B. Increases
B1. Purchases
of which: business combinations
B.2 Capitalised expenditure on improvements
B.3 Write-backs
B.4 Increase in fair value:
a) in equity
b) through profit or loss
B.5 Positive Exchange differences
B.6 Transfer from properties held for investment
B.7 Other changes
C. Decreases
C.1 Disposals
of which: business combinations
C.2 Depreciation
C.3 Impairment losses:
a) in equity
b) through profit or loss
C.4 Reductions of fair value
a) in equity
b) through profit or loss
C.5 Negative exchange difference
C.6 Transfers to:
a) property, plant and equipment held for
investment
b) assets held for sale
C.7 Other changes
D. Net closing balance
D.1 Total net write-downs
D.2 Gross closing balance
E. Carried at cost
Land
Buildings
Equipment
Electronic
Systems
Other
TOTAL
5
5
4,341
4,065
4,065
236
40
4,341
3,798
764
764
18,054
14,597
14,597
438
3,019
15,869
7,621
7,621
624
5,374
34,127
(21,776)
12,351
50,943
48,121
39,379
17
2,805
46,240
37,146
37,037
8,378
342
342
-
51,833
(50,038)
1,795
76,206
65,503
50,220
10,703
69,477
51,331
51,299
17,321
135
135
10
-
25,396
(15,245)
10,151
229,647
224,644
194,792
5
4,998
239,616
196,236
195,705
30,116
3
-
112,125
(87,059)
25,066
379,191
356,930
303,053
696
3,019
18,546
375,543
292,334
291,662
56,439
477
477
13
9,172
3,758
40
543
5
5
-
5,374
2,250
2,949
(255)
3,204
-
374
17,054
(40,453)
57,507
-
680
8,524
(65,093)
73,617
-
13,261
182
(4,524)
4,706
-
9,132
40
17,108
28,714
(110,325)
139,039
-
UniCredit SpA · 2008 Reports and Accounts 105
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
11.4 Property, plant and equipment held for investment: annual changes
12.31.2008
A. Gross opening balance
B. Increases
B.1 Purchases
of which: business combinations
B.2 Capitalised expenditure on improvements
B.3 Increase in fair value
B.4 Write-backs
B.5 Positive exchange differences
B.6 Transfer from properties used in the business
B.7 Other changes
C. Decreases
C.1 Disposals
of which: business combinations
C.2 Depreciation
C.3 Reductions of fair value
C.4 Impairment losses
C.5 Negative exchange differences
C.6 Transfers to other asset portfolios
a) Properties used in the business
b) Non-current assets classified as held-for-sale
C.7 Other changes
D. Closing balances
E. Measured at fair value
Land
Buildings
TOTAL
3,758
3,758
3,758
-
8,394
3,020
3,020
5,374
3,020
1
3,019
3,019
5,374
-
12,152
3,020
3,020
9,132
3,020
1
3,019
3,019
9,132
-
Section 12 - Intangible assets - Item 120
12.1 Intangible assets: detail by type of assets
12.31.2008
A.1 Goodwill
A.2 Other intangible assets
A.2.1 Assets valued at cost:
a) Intangible assets generated internally
b) Other assets
A.2.2 Assets measured at fair value:
a) Intangible assets generated internally
b) Other assets
Total
12.31.2007
Finite life
Indefinite life
Finite life
Indefinite life
X
33,233
33,233
33,233
33,233
8,738,566
8,738,566
X
105,683
105,683
105,683
105,683
4,162,548
4,162,548
The value of goodwill as at 12.31.2008 resulted from UniCredit’s absorption of Capitalia, registered the October 1, 2007, and from the
reorganization of the Group’s Italian commercial banks made in 2008, as described in the introduction.
106 2008 Reports and Accounts · UniCredit SpA
12.2 Intangible assets: annual changes
12.31.2008
Other intangible assets:
generated internally
A. Gross Opening Balance
A.1 Net decreases
A.2 Net opening balance
B. Increases
B.1 Purchases
of which: business combinations
B.2 Increases in intangible assets generated
internally
B.3 Write-backs
B.4 Increase in fair value
- in equity
- through profit or loss
B.5 Positive exchange differences
B.6 Other changes
C. Decreases
C.1 Disposals
C.2 Write-downs
- Depreciation
- write-downs
+ Net Equity
+ Profit and loss account
C.3 Reductions of fair value
- in equity
- through profit or loss
C.4 Trasfers to non-current assets held-for-sale
C.5 Negative exchange differences
C.6 Other changes
D. Net Closing Balance
D.1 Total net write-downs
E. Gross Closing Balance
F. Carried at cost
Other intangible assets:
other
Goodwill
Finite life
Indefinite life
Finite life
Indefinite life
TOTAL
4,162,548
4,162,548
4,576,018
4,576,018
4,576,018
-
-
289,181
(183,498)
105,683
455,384
455,384
450,382
-
4,451,729
(183,498)
4,268,231
5,031,402
5,031,402
5,026,400
X
X
X
X
X
X
X
X
8,738,566
8,738,566
-
-
-
527,834
73,744
34,384
34,384
10
419,696
33,233
(172,453)
205,686
-
-
527,834
73,744
34,384
34,384
10
419,696
8,771,799
(172,453)
8,944,252
-
UniCredit SpA · 2008 Reports and Accounts 107
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
Section 13 - Tax assets and tax liabilities - Item 130 (assets) and 80 (liabilities)
13.1 Deferred tax assets: breakdown
Deferred tax assets related to:
12.31.2008
12.31.2007
Assets/liabilities held for trading
Other financial instruments
Hedging derivatives / changes in fair value of portfolio hedged items
Equity investments
Property, plant and equipment / intangible assets
Provisions
Other assets / liabilities
Loans and receivables with banks and customers
Taxes losses caried forward
Other
Total
51,931
241,091
278,823
18,685
2,401,729
240,071
132,689
994,250
245,816
78,410
4,683,495
25,898
165,589
268,261
14,033
106,929
147,934
466,271
218,314
290,790
1,704,019
12.31.2008
12.31.2007
44,920
275,525
691
104,134
29,500
2,064
77,370
534,204
45,181
7,195
271,287
2,126
150,479
41,374
12,067
165,484
695,193
13.2 Deferred tax liabilities: breakdown
Deferred tax liabilities related to:
Loans and receivables with banks and customers
Assets/liabilities held for trading
Hedging derivatives / changes in fair value of portfolio hedged items
Equity investments
Other financial instruments
Property, plant and equipment/intangible assets
Other assets / liabilities
Deposits from banks and customers
Other
Total
108 2008 Reports and Accounts · UniCredit SpA
13.3 Deferred tax assets: annual changes (balancing P&L)
1. Opening balance
2. Increases
2.1 Deferred tax assets arising during the year
a) relating to previous years
b) due to change in accounting policies
c) write-backs
d) other
2.2 New taxes or increases in tax rates
2.3 Other increases
of which: business combinations
3. Decreases
3.1 Deferred tax assets derecognised during the year
a) reversals of temporary differences
b) write-downs of non-recoverable items
c) change in accounting policies
3.2 Reduction in tax rates
3.3 Other decreases
of which: business combinations
4. Final amount
12.31.2008
12.31.2007
1,644,219
3,917,946
2,592,790
2,592,790
1,325,156
1,157,564
940,154
605,812
605,812
334,342
285,413
4,622,011
390,556
1,878,819
179,150
179,150
1,699,669
1,699,669
625,156
216,164
216,164
300,337
108,655
52,068
1,644,219
12.31.2008
12.31.2007
659,886
297,408
29,655
29,655
267,753
233,144
426,054
211,914
211,914
214,140
55,608
531,240
381,970
454,063
97,068
97,068
356,995
356,995
176,147
10,899
10,899
128,434
36,814
36,811
659,886
13.4 Deferred tax liabilities: annual changes (balancing P&L)
1. Opening balance
2. Increases
2.1 Deferred tax liabilities arising during the year
a) relating to previous years
b) due to change in accounting policies
c) other
2.2 New taxes or increases in tax rates
2.3 Other increases
of which: business combinations
3. Decreases
3.1 Deferred tax liabilities derecognised during the year
a) reversals of temporary differences
b) due to change in accounting policies
c) other
3.2 Reduction in tax rates
3.3 Other decreases
of which: business combinations
4. Final amount
UniCredit SpA · 2008 Reports and Accounts 109
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
13.5 Deferred tax assets: annual changes (balancing Net Equity)
1. Opening balance
2. Increases
2.1 Deferred tax assets arising during the year
a) relating to previous years
b) due to change in accounting policies
c) other
2.2 New taxes or increase in tax rates
2.3 Other increases
of which: business combinations
3. Decreases
3.1 Deferred tax assets derecognised during the year
a) reversals of temporary differences
b) writedowns of non-recoverable items
c) due to change in accounting policies
3.2 Reduction in tax rates
3.3 Other decreases
of which: business combinations
4. Final amount
12.31.2008
12.31.2007
59,800
135,580
128,191
128,191
7,389
7,389
133,896
1,916
1,916
131,980
15,447
61,484
164
90,972
15,176
15,176
75,796
75,796
31,336
11,960
19,376
59,800
12.31.2008
12.31.2007
35,307
4,774
295
295
4,479
4,479
37,117
24,273
24,273
12,844
308
2,964
70,167
16,281
1,801
1,801
14,480
14,480
51,141
37,247
29,807
7,440
13,894
35,307
13.6 Deferred tax liabilities: annual changes (balancing Net Equity)
1. Opening balance
2. Increases
2.1 Deferred tax liabilities arising during the year
a) relating to previous years
b) due to change in accounting policies
c) other
2.2 New taxes or increase in tax rates
2.3 Other increases
of which: business combinations
3. Decreases
3.1 Deferred tax liabilities derecognised during the year
a) reversal of temporary differences
b) due to change in accounting policies
c) other
3.2 Reduction in tax rates
3.3 Other decreases
of which: business combinations
4. Final amount
110 2008 Reports and Accounts · UniCredit SpA
13.7 Other information
National tax consolidation rules
Legislative decree No. 344 of December 12, 2003, on corporate income tax (IRES) reform, introduced income tax for groups of companies on
the basis of national consolidated tax rules.
The national consolidated tax scheme, which is optional, has a term of three tax years and is subject to certain requirements (controlling
interest, identical financial years), has recently been significantly revised by the 2008 Financial Law which eliminated consolidation adjustments
that made possible:
- the complete exclusion of dividends distributed within the scope of consolidation instead of exemption of 95% (effective, however, for
dividends distributed starting September 1, 2007);
- the deductibility of interest expense on financing entered into for the acquisition of equity interests in consolidated companies, instead of
partial non-deductibility on the basis of the equity owned;
- the right to make tax-neutral transfers of individual assets and business units, i.e. without giving rise to taxable capital gains.
Thus, at present, the participation in the national tax consolidation scheme provides the following benefits of an economic and/or financial
nature:
- the immediate offsetting of taxable earnings and losses generated by companies included in the scope of consolidation;
- the total deductibility of interest expenses accrued by banks and other financial entities payable to other participating entities (banks and
other financial entities), although only up to total interest expense accrued by such entities and payable to entities not participating in the tax
consolidation scheme (Law 133/2008);
- the total deductibility of interest expense accrued by non-banking and non-financial entities to the same participating companies, if and
to the extent to which, the other companies participating in the tax consolidation scheme report excess, and thus not fully utilised, gross
operating profit (2008 Financial Law).
UniCredit SpA · 2008 Reports and Accounts 111
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
At the end of 2008, the companies for which the option was exercised for the national tax consolidation scheme were as follows:
UniCredit Banca Spa - Bologna
Banca di Roma Spa - Rome
Bipop Carire Spa - Brescia
Capitalia Partecipazioni Spa - Rome
UniCredit Banca Mobiliare Spa - Milan
Unicredit Banca d’Impresa Spa - Verona
UniCredit Factoring Spa - Milan
I-Faber Spa - Milan
UniCredit Private Banking Spa - Turin
Cordusio Fiduciaria Spa - Milan
Pioneer Global Asset Management Spa - Milan
Pioneer Alternative Investment Management Sgrpa - Milan
Capitalia Investimenti Alternativi Spa - Milan
Pioneer Investment Management Sgrpa - Milan
Capitalia Asset Management Spa - Rome
Fineco Bank Spa - Milan
UniCredit Xelion Banca Spa - Milan
UniCredit Real Estate Spa - Milan
Immobiliare Piemonte Spa - Rome
UniCredit Processes & Administration Spa - Rome
Capitalia Informatica Spa - Rome
UniCredit Global Leasing Spa - Milan
Locat Spa - Bologna
UniCredit Banca per la Casa Spa - Milan
UniCredit Credit Managment Bank Spa - Verona
UniCredit Global Information Services Spa - Milan
UniCredit Audit Spa - Milan
UniManagement Srl - Turin
Fineco Leasing Spa - Brescia
Sanità Spa in liq - Rome
Capitalia Merchant Spa - Rome
MedioCredito Centrale Spa - Rome
Ipse 2000 Spa - Rome
UniCredit Banca Spa - Bologna (NEW)
UniCredit Banca di Roma - Rome (NEW)
Company merged into UniCredit S.p.A. effective November 1, 2008
Company merged into UniCredit S.p.A. effective November 1, 2008
Company merged into UniCredit S.p.A. effective November 1, 2008
Company merged into UniCredit S.p.A. effective November 1, 2008
Company merged into UniCredit S.p.A. effective March 31, 2008
Company merged into Pioneer Alternative Invest. Man Sgrpa effective April 1, 2008
Company merged into Pioneer Investment Man Sgrpa effective March 29, 2008
Company merged into FinecoBank SpA effective July 7, 2008
Company merged into UniCredit Real Estate SpA effective July 1, 2008
Company merged into UniCredit Processes & Administration SpA effective April 1, 2008
New option, June 13, 2008
New option, June 13, 2008
Alignment of balance-sheet and taxable goodwill
Decree-Law 185/08 (§15.10 and 12) - converted with amendments into Law 2/09 - made it possible to realign balance-sheet and taxable
goodwill by paying a one-off tax in the amount of 16% of goodwill in place of corporate tax (IRES) and regional tax (IRAP).
This is a one-off amount due at the same time as the tax for the financial year in which the transaction was carried out.
The higher amount on which this tax is paid is recognized for tax purposes from the beginning of the fiscal year in which the tax is paid.
The maximum deduction allowed is one-ninth of the higher amount of goodwill, regardless of any amount recognized in the income statement,
112 2008 Reports and Accounts · UniCredit SpA
and may be made from the fiscal year following that in which the tax is paid.
Payment of the one-off tax reduces the amortization period for tax purposes from 18 to 9 years with sole reference to the higher amount of
goodwill on which the tax is paid.
Accordingly UniCredit S.p.A. has:
- established that total goodwill taxable as above was e8,651 million, which will therefore be amortized over nine tax years starting in fiscal
2010,
- provided for tax payable in the amount of e1,384 million, which will be paid on June 16, 2009, and
- recognized deferred tax assets of e2,379 million being the tax benefit permitted under IAS 12, which considers taxable amortization of
goodwill as a temporary difference, deductible provided that there is an expectation of recoverability. With regard to this condition we have
ascertained that there are currently no reasons to believe that the Group companies included in the Italian tax consolidation scheme (see
previous section) will not produce sufficient taxable income in the relevant years for the one-off tax on goodwill to be deducted.
2008 Tax Dispute
With regard to the information provided in previous accounts concerning the VAT audit that involved:
• for financial year 2000, the company, on its own behalf and as the company absorbing Cassamarca, Cariverona, Rolo Banca 1473 and
Banca CRT,
• for financial year 2001, the company, on its own behalf and as the company absorbing Cassamarca, Rolo Banca 1473, Banca CRT and
Cassa di Risparmio di Trieste, for financial year 2002, the company as the company absorbing Banca CRT,
it should be noted that:
• for financial year 2000, all disputes have been discussed with the relevant Provincial Tax Commissions with a favourable outcome for the
company. All the decisions were appealed by the tax bureaus: three disputes have already been discussed with the relevant Regional Tax
Commissions (Banca CRT, Cariverona and Cassamarca), all of which still have a favourable outcome for the company;
• for financial year 2001, all disputes have been discussed with the relevant Provincial Tax Commissions, with the exception of Cassa di
Risparmio di Trieste, with a favourable outcome for the company.
• for financial year 2002, to date no hearing has been held to discuss the disputes. The contingent liability totals about e300,000.
The company does not believe that it needs to make specific provisions.
On its own behalf, the company has no further pending disputes regarding direct taxes.
UniCredit SpA · 2008 Reports and Accounts 113
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Assets (Continued)
Section 14 - Non-current assets and disposal groups classified as held for sale Item 140 (assets) and 90 (liabilities)
14.1 Non-current assets and disposal groups classified as held for sale: breakdown by assets
A. Individual assets
A.1 Equity investments
A.2 Property, Plant and Equipment
A.3 Intangible assets
A.4 Other non-current assets
Total A
B. Asset groups classified as held for sale
B.1 Financial assets held for trading
B.2 Financial assets at fair value through profit or loss
B.3 Available for sale financial assets
B.4 Held to maturity investments
B.5 Loans and receivables with banks
B.6 Loans and receivables with customers
B.7 Equity investments
B.8 Property, Plant and Equipment
B.9 Intangible assets
B.10 Other assets
Total B
C. Liabilities associated with assets classified as held for sale
C.1 Deposits
C.2 Securities
C.3 Other liabilities
Total C
D. Liabilities included in disposal groups classified as held for sale
D.1 Deposits from banks
D.2 Deposits from customers
D.3 Debt securities in issue
D.4 Financial liabilities held for trading
D.5 Financial liabilities at fair value through profit or loss
D.6 Provisions
D.7 Other liabilities
Total D
114 2008 Reports and Accounts · UniCredit SpA
12.31.2008
12.31.2007
40
40
486,400
486,400
-
225,744
1
7
225,752
-
-
-
371,017
49
104
371,170
Section 15 - Other assets - Item 150
15.1 Other assets: breakdown
Items/Values
12.31.2008
12.31.2007
Margin with derivatives clearers (non-interest bearing)
Accrued income other capitalised income
Cash and other valuables held by cashier:
- cheques in clearing
- money orders, bank drafts and equivalent securities
- coupons, securities due on demand, revenue stamps and miscellaneous valuables
Interest and charges to be debited to:
- customers
- banks
Items in transit between branches not yet allocated to destination accounts
Items in processing
Items deemed definitive but non-attributable to other items:
- securities and coupons to be settled
- other transactions
Adjustments for unpaid bills and notes
Tax items other than those included in item 130
of which: Group VAT credit
Loans in respect of share based payments:
- loans to subsidiaries in respect of equity settled share based payments
- loans to subsidiaries in respect of cash settled share based payments
Other items:
- leasehold improvements (on non-separable assets)
- items related to accidents and disputes pending (valued at their estimated realization amount)
- other items
Total
184,764
450
43
407
992
992
55
159,789
1,347,605
302,097
1,045,508
2,244,051
553,312
48,311
45,475
2,836
1,033,946
13,494
38,386
982,066
5,019,963
1,050
140,836
78
78
234
234
4,330
222,557
566,350
14,328
552,022
1,049,861
690,925
103,493
24,459
79,034
143,988
7,729
24,164
112,095
2,232,777
UniCredit SpA · 2008 Reports and Accounts 115
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities
Section 1 - Deposits from banks - Item 10
1.1 Deposits from banks: product breakdown
Type of transactions/Values
12.31.2008
12.31.2007
23,887,257
133,816,122
65,810,654
23,643,151
32,310,073
32,310,073
12,052,244
12,052,244
157,703,379
157,703,379
4,498,116
93,443,209
14,630,112
59,377,433
13,768,032
13,768,032
5,667,632
5,667,632
97,941,325
97,941,325
Type of transactions/Values
12.31.2008
12.31.2007
1. Current accounts and demand deposits
2. Time deposits
3. Deposits received in administration
4. Loans
4.1 Financial Leases
4.2 Other
5. Liabilities in respect of commitments to repurchase treasury shares
6. Liabilities relating to assets sold but not derecognised
6.1 Reverse repos
6.2 Other
7. Other liabilities
Total
Fair value
1,688,971
3,550,515
1,234,311
1,234,311
2,398,271
2,398,271
320,843
9,192,911
9,192,911
1,596,416
4,413,513
1,306,622
1,306,622
523,502
22,960
22,960
423
7,863,436
7,863,436
1. Deposits from central banks
2. Deposits from banks
2.1 Current accounts and demand deposits
2.2 Time deposits
2.3 Loans
2.3.1 Financial leases
2.3.2 Other
2.4 Liabilities in respect of commitments to repurchase treasury shares
2.5 Liabilities relating to assets sold but not derecognised
2.5.1 Reverse repos
2.5.2 Other
2.6 Other liabilities
Total
Fair value
Section 2 - Deposits from customers - Item 20
2.1 Deposits from customers: product breakdown
2.2 Breakdown of item 20 “Deposits from customers”: subordinated debt
Part F on Shareholders’ Equity includes the list of all subordinated debt instruments. Subordinated debt recognized in the item “Deposits from
customers” amounts to e1,234,311 thousand.
116 2008 Reports and Accounts · UniCredit SpA
Section 3 - Debt securities in issue - Item 30
3.1 Debt securities in issue: product breakdown
12.31.2008
12.31.2007
TOTAL
Type of securities/Values
A. Listed securities
1. Bonds
1.1 structured
1.2 other
2. Other securities
2.1 structured
2.2 other
B. Unlisted securities
1. Bonds
1.1 structured
1.2 other
2. Other securities
2.1 structured
2.2 other
Total
TOTAL
Carrying value
Fair value
Carrying value
Fair value
25,330,640
24,251,953
3,721,397
20,530,556
1,078,687
15,506
1,063,181
97,003,398
65,299,973
8,347,480
56,952,493
31,703,425
640,739
31,062,686
122,334,038
25,954,997
24,862,774
3,721,397
21,141,377
1,092,223
15,506
1,076,717
97,101,475
65,463,412
8,347,480
57,115,932
31,638,063
640,739
30,997,324
123,056,472
17,727,136
17,727,136
4,623,230
13,103,906
93,086,363
48,520,619
9,935,212
38,585,407
44,565,744
48,690
44,517,054
110,813,499
17,510,146
17,510,146
4,620,265
12,889,881
92,634,548
48,135,536
11,206,063
36,929,473
44,499,012
48,690
44,450,322
110,144,694
3.2 Breakdown of item 30 “Debt securities in issue”: subordinated debt securities
This item includes subordinated securities in the amount of e15,918,084 thousand.
3.4 Breakdown of item 30 “Debt securities in issue”: Covered Bond
In Q4 2008 UniCredit SpA issued six tranches of covered bonds (Obbligazioni Bancarie Garantite) with a total face value of e5 billion. In this
period UniCredit SpA bought back e4 billion of these issues, thus eliminating the liabilities in issue.
UniCredit SpA · 2008 Reports and Accounts 117
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
Section 4 - Financial liabilities held for trading - Item 40
4.1 Financial liabilities held for trading: product breakdown
12.31.2008
12.31.2007
FV
Type of securities/Values
A. Financial liabilities
1. Deposits from banks
2. Deposits from customers
3. Debt securities
3.1 Bonds
3.1.1 Structured
3.1.2 Other
3.2 Other securities
3.2.1 Structured
3.2.2 Other
Total A
B) Derivative instruments
1. Financial derivatives
1.1 Trading
1.2 Relating to Fair Value Option
1.3 Other
2. Credit derivatives
2.1 Trading
2.2 Relating to Fair Value Option
2.3 Other
Total B
Total A+B
FV
VN
Listed
Unlisted
FV*
VN
Listed
Unlisted
FV*
116,504
116,504
116,504
116,504
-
92,960
92,960
92,960
92,960
X
X
X
X
X
X
X
-
2,000
57,874
93,745
93,745
93,745
153,619
1,920
61,111
63,031
93,671
93,671
93,671
93,671
X
X
X
X
X
X
X
-
X
X
X
X
X
X
X
X
X
X
183,870
183,870
183,870
183,870
3,616,208
2,224,522
1,391,686
75
42
33
3,616,283
3,709,243
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
398,348
398,348
398,348
461,379
7,170,743
4,851,960
2,574
2,316,209
66
18
48
7,170,809
7,264,480
X
X
X
X
X
X
X
X
X
X
Legend:
FV = Fair Value
FV* = Fair Value excluding changes due to a different issuer’s credit rating from the issuance date.
NV = Nominal or Notional Value
“Deposits from banks” and “Deposits from customers” include where applicable technical overdrafts.
“Financial derivatives: other” comprises: (i) derivatives embedded in structured financial instruments, where the host has been classified in
a category other than held-for-trading or fair value option and (ii) derivatives that, for economic purposes, are associated with banking book
instruments.
118 2008 Reports and Accounts · UniCredit SpA
4.4 Financial liabilities held for trading: derivative instruments
12.31.2008
Type of derivative/Underlying asset
A) Listed derivatives
1) Financial derivatives:
• With underlying asset exchange
- options issued
- other derivatives
• With no underlying asset exchange
- options issued
- other derivatives
2) Credit derivatives:
• With underlying asset exchange
• With no underlying asset exchange
Total A
B) Unlisted derivatives
1) Financial derivatives
• With underlying asset exchange
- options issued
- other derivatives
• With no underlying asset exchange
- options issued
- other derivatives
2) Credit derivatives
• With underlying asset exchange
• With no underlying asset exchange
Total B
Total (A+B)
Interest
rates
Currency
Equity
and gold instruments
12.31.2007
Loans
Other
TOTAL
TOTAL
-
240
240
240
240
183,571
183,571
183,571
183,571
-
59
59
59
59
183,870
183,870
183,870
183,870
398,348
2
2
398,346
398,346
398,348
1,872,248
1,872,248
339,541
1,532,707
1,872,248
1,872,248
1,229,003
1,229,003
31,481
1,197,522
1,229,003
1,229,243
514,957
514,957
514,957
514,957
698,528
75
42
33
75
75
59
3,616,208
1,229,003
31,481
1,197,522
2,387,205
854,498
1,532,707
75
42
33
3,616,283
3,800,153
7,170,743
2,908,823
1,049,297
1,859,526
4,261,920
2,076,813
2,185,107
66
18
48
7,170,809
7,569,157
4.5 Financial liabilities (other than uncovered positions) held for trading: annual changes
12.31.2008
A. Opening balance
B. Increases
B.1 Issues
B.2 Sales
B.3 Increases in fair value
B.4 Other changes
C. Decreases
C.1 Purchases
C.2 Redemptions
C.3 Reductions of fair value
C.4 Other changes
D. Closing balance
Deposits
from banks
Deposits from
customers
Debt securities
in issue
TOTAL
-
-
93,671
3,649
1,421
2,228
4,360
4,360
92,960
93,671
3,649
1,421
2,228
4,360
4,360
92,960
UniCredit SpA · 2008 Reports and Accounts 119
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
Section 5 - Financial liabilities at fair value through profit or loss - Item 50
5.1 Financial liabilities measured at fair value: product breakdown
12.31.2008
Type of transactions/Values
1. Deposits from banks
1.1 Structured
1.2 Other
2. Deposits from customers
2.1 Structured
2.2 Other
3. Debt securities
3.1 Structured
3.2 Other
Total
12.31.2007
Fair value
Nominal
value
Listed
Unlisted
Nominal
value
-
-
-
5,955,686
5,955,686
5,955,686
Fair value
Listed
Unlisted
887,117
887,117
887,117
5,129,259
5,129,259
5,129,259
5.3 Financial liabilities measured at fair value - annual changes
12.31.2008
A. Opening balance
B. Increases
B.1 Issues
B.2 Sales
of which: business combinations
B.3 Increases in fair value
B.4 Other changes
C. Decreases
C.1 Purchases
of which: business combinations
C.2 Redemptions
C.3 Reductions of fair value
C.4 Other changes
D. Closing balance
120 2008 Reports and Accounts · UniCredit SpA
Deposits
from banks
Deposits from
customers
Debt securities
in issue
TOTAL
-
-
6,016,376
17,062
17,062
6,033,438
6,033,438
-
6,016,376
17,062
17,062
6,033,438
6,033,438
-
Section 6 - Hedging derivatives - Item 60
6.1 Hedging derivatives: breakdown by type of derivative and underlying asset
12.31.2008
Type of derivative/Underlying asset
A) Listed derivatives
1) Financial derivatives
• With underlying asset exchange
- issued options
- other derivatives
• With no underlying asset exchange
- issued options
- other derivatives
2) Credit derivatives
• With underlying asset exchange
• With no underlying asset exchange
Total A
B) Unlisted derivatives
1) Financial derivatives
• With underlying asset exchange
- issued options
- other derivatives
• With no underlying asset exchange
- issued options
- other derivatives
2) Credit derivatives
• With underlying asset exchange
• With no underlying asset exchange
Total B
Total (A+B) 12.31.2008
Total (A+B) 12.31.2007
Interest rates
Currency
and gold
Equity
instruments
Loans
Other
TOTAL
-
-
-
-
-
1,257,279
1,257,279
30,980
1,226,299
1,257,279
1,257,279
1,395,280
1,656,744
1,656,744
1,656,744
1,656,744
1,656,744
1,200,673
-
-
-
2,914,023
1,656,744
1,656,744
1,257,279
30,980
1,226,299
2,914,023
2,914,023
2,595,953
UniCredit SpA · 2008 Reports and Accounts 121
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
6.2 Hedging derivatives: breakdown by hedged items and hedge type
12.31.2008
Fair value
Cash Flow hedge
Micro-hedge
Transactions/Hedge types
Interest
rate risk
Currency
risk
Credit risk
Price risk
Multiple
risk
Macrohedge
Microhedge
Macrohedge
116,391
X
X
X
116,391
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
72,477
X
72,477
X
1,608,137
1,608,137
X
X
X
-
X
X
X
X
X
1,117,018
1,117,018
-
1. Available-for-sale financial assets
2. Loans and receivables
3. Held-to-maturity investments
4. Portfolio
5. Foreign assets
Total assets
1. Financial liabilities
2. Portfolio
Total liabilities
1. Expected transactions
Section 7 - Changes in fair value of portfolio hedged financial liabilities - Item 70
7.1 Changes to hedged financial liabilities
Changes to macro-hedged liabilities
12.31.2008
12.31.2007
1. Positive changes to financial liabilities
2. Negative changes to financial liabilities
Total
1,501,055
(486,420)
1,014,635
180,010
(889,842)
(709,832)
12.31.2008
12.31.2007
38,993,329
38,993,329
5,313,097
21,201,121
26,514,218
7.2 Liabilities macro-hedged against interest rate risk: breakdown
hedged liabilities
1. Deposits
2. Debt securities in issue
3. Portfolio
Total
122 2008 Reports and Accounts · UniCredit SpA
Section 8 - Tax liabilities - Item 80
See Section 13 of assets.
Section 9 - Liabilities included in disposal groups classified as held for sale - Item 90
See Section 14 of assets.
Section 10 - Other liabilities - Item 100
10.1 Other liabilities: breakdown
Items/Values
12.31.2008
12.31.2007
Liabilities for financial guarantees issued
- of which: guarantees issued on Trevi securities
Obligations for irrevocable commitments to distribute funds
Accrued expenses other than those to be capitalized for the financial liabilities concerned
Liabilities in respect of share based payments
Other liabilities due to employees
Items in transit between branches and not yet allocated to destination accounts
Available amounts to be paid to others
Items in processing
Entries related to securities transactions
Items deemed definitive but not attributable to other lines:
- accounts payable - suppliers
- other entries
- of which: Group Vat debt to subsidiaries
Liabilities for miscellaneous entries related to tax collection service
Adjustments for unpaid portfolio entries
Tax items different from those included in item 80
Other entries
Total
517,716
504,533
110,169
2,836
369,006
42,557
276,381
578,319
1,424,955
496,978
927,977
553,312
10,027
465,563
14,186
3,811,715
479,453
461,675
10,642
1,745
79,034
243,780
95,619
611,669
226,782
33,517
1,544,830
111,377
1,433,453
695,801
1,841
17,883
7,440
3,354,235
UniCredit SpA · 2008 Reports and Accounts 123
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
Section 11 - Provision for employee severance pay - Item 110
11.1 Provision for employee severance pay: annual changes
A. Opening balance
B. Increases
B.1 Provisions for the year
B.2 Other increases
of which: business combinations
C. Reductions
C.1 Severance payments
C.2 Other decreases
of which: business combinations
D. Closing balance
12.31.2008
12.31.2007
63,513
1,196,804
55,746
1,141,058
1,132,198
1,178,726
126,013
1,052,713
1,031,526
81,591
55,518
24,893
(9,314)
34,207
31,216
16,898
7,627
9,271
7,535
63,513
11.2 Other information
In accordance with the interpretation provided by IAS 19, provision for employee severance pay is included in defined-benefit plans and is
therefore calculated according to the actuarial method described in Accounting policies. Actuarial assumptions and the reconciliation of the
present value of provisions to the liability entered in the balance sheet are provided below.
Annual weighted average assumptions
Discount rate
Expected return on plan assets
Rate of salary increase
Price inflation
12.31.2008
12.31.2007
5.50%
2.00%
5.25%
2.00%
Reconciliation of present values of provision, present value of plan assets, assets and liabilities recognised in the balance sheet
Defined Benefit obligations
Fair value of plane assets
Unrecognised net actuarial loss/(gain)
Balance sheet (Provision) or Prepayement
124 2008 Reports and Accounts · UniCredit SpA
12.31.2008
12.31.2007
79,603
79,603
1,988
81,591
57,911
57,911
5,651
63,562
Section 12 - Provisions for risks and charges - Item 120
12.1 Provisions for risks and charges: breakdown
Items/Components
12.31.2008
12.31.2007
1. Pensions and other post retirement benefit obligations
2. Other provisions for risks and charges
2.1 Legal disputes
2.2 Staff expenses
2.3 Other
Total
916,397
573,619
276,152
297,467
1,490,016
485,134
674,247
365,357
308,890
1,159,381
Litigation risk
There are a number of lawsuits pending against UniCredit S.p.A..
This litigation is of the kind that ordinarily occurs in the course of business and involves several entities. It has been duly analysed in order,
when opportune or necessary, to make provisions in appropriate amounts according to the circumstances, in accordance with proper
accounting principles. An adverse outcome of these suits might, however, have a negative effect on the UniCredit S.p.A.’s economic and
financial condition, though - as far as can be foreseen at the moment - not such as to significantly impact its solvency.
The following are cases pending at December 31, 2008, in which UniCredit S.p.A. is a defendant and the claim is equal to or exceeds e100
million. Tax, labour-law and debt recovery cases are not included.
Action initiated against UniCredit, its CEO and the CEO of HypoVereinsbank (“Hedge Fund Claim”)
In July 2007 eight hedge funds, being minority shareholders of HypoVereinsbank (HVB) submitted a writ of summons to the Munich Court for
damages allegedly suffered by HVB as a consequence of certain transactions regarding the transfer of equity investments or business lines
from HVB, after its entry into the UniCredit Group, to UniCredit or other UniCredit Group companies (or vice versa). In addition, they argue that
the cost of the reorganisation of HVB should be borne by UniCredit.
The defendants in the lawsuit are UniCredit, its CEO (Mr. Alessandro Profumo) and the CEO of HVB (Mr. Wolfgang Sprissler).
The plaintiffs are seeking: (i) damages in the amount of e17.35 billion payable to HVB; (ii) that the Munich Court order UniCredit to pay HVB’s
minority shareholders appropriate compensation in the form of a guaranteed regular dividend from November 19, 2005 onwards.
The defendants, while aware of the risk that any such suit inevitably entails, are of the opinion that the claims are groundless, bearing in mind
that all the transactions referred to by the plaintiffs were effected on payment of consideration which was held to be fair inter alia on the basis
of external independent opinions and valuations. For these reasons no provision has been made.
The defendants lodged their defence pleas with the Munich Court on February 25, 2008; the date of the first hearing has not yet been set by
the Court.
UniCredit SpA · 2008 Reports and Accounts 125
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
Verbraucherzentrale (Vzfk Claim)
It is also noted that a minority shareholder of HVB, Verbraucherzentrale für Kapitanleger (Vzfk), the former owner of a small equity investment
in HVB, has brought an action against UniCredit, against its CEO Alessandro Profumo and against the CEO of HVB, Wolfgang Sprissler, jointly
and severally. To be specific, the plaintiffs have asked the Munich Court:
• to order UniCredit, Mr. Profumo and Mr. Sprissler to pay e173.5 million (1% of the amount claimed pursuant to the referenced Hedge Fund
Claims, see paragraph above);
• to order UniCredit to pay HVB’s minority shareholders a regular dividend guaranteed in accordance with current German law;
• from a procedural standpoint, to combine this action with the action brought by the hedge funds.
The main argument is that UniCredit, Mr. Profumo and Mr. Sprissler were allegedly responsible for the fact that the business combination
between UniCredit and HVB would not meet legal requirements, and in particular, would violate Article 291 of the German Stock Corporation
Act. In fact, UniCredit was alleged to have carried out the business combination as a majority shareholder in pursuit of its own interests
(acquisition of HVB’s banking business in CEE countries at lower than market price) to the detriment of the interest of HVB’s minority
shareholders. Mr. Profumo and Mr. Sprissler allegedly contributed to the preparation and implementation of the aforementioned business
combination plan.
Since it is believed that the claim is groundless, no provision has been made.
Please see Subsequent Events for further information on these proceedings.
Special Representative
On June 27, 2007 the Annual General Meeting of HypoVereinsbank (HVB) passed, inter alia, a resolution authorising a claim for damages
to be made against UniCredit, its legal representatives, and the members of HVB’s management board and supervisory board, citing alleged
prejudice to HVB due to the sale by the latter of the Bank Austria Creditanstalt (BA) equity investment and the Business Combination
Agreement (BCA) entered into with UniCredit during the business combination process. The lawyer Thomas Heidel was appointed as Special
Representative with the duty of verifying if there are sufficient grounds to move forward with this claim. To this end the Special Representative
was granted the authority to examine documents and obtain further information from the company.
Based on his investigations within HVB, in December 2007 the Special Representative called on UniCredit to return the BA shares it had
acquired, to HVB.
In January 2008 UniCredit replied to the Special Representative stating that in its view such a request was completely unfounded for a number
of reasons.
On February 20, 2008 Thomas Heidel in his capacity as Special Representative of HVB filed a petition against UniCredit S.p.A., its CEO,
Alessandro Profumo, as well as against the HVB’s CEO, Wolfgang Sprissler, and its Chief Financial Officer, Rolf Friedhofen, requiring the
defendants to return the BA shares and to reimburse HVB for any additional losses in this matter or - if this application is not granted by the
Court - to pay damages in the amount of at least e13.9 billion. The petition cites the Hedge Fund Claim described in the paragraph above
entitled: Action initiated against UniCredit, its CEO and the CEO of HypoVereinsbank (“Hedge Fund Claim”), and it is supported by other
arguments.
Attorney Thomas Heidel has filed and given notice of an amendment to his petition. In it he asks that UniCredit, its CEO and the CEO and CFO
of HVB be ordered to return the additional amount of e2.92 billion in addition to damages that might ensue from the capital increase approved
by HVB in April 2008 following the transfer of the banking business of the former UniCredit Banca Mobiliare (UBM) to HVB. In particular, the
Special Representative asserts that the contribution was overvalued and that the rules on auditing were violated.
126 2008 Reports and Accounts · UniCredit SpA
Since it is doubtful that the amendment of the Special Representative’s petition is in line with the resolution passed by the HVB shareholders’
meeting in June 2007, UniCredit considers the plaintiff’s claims to be unfounded, partly in consideration of the fact that both the sale of
BA and the transfer of the operations of the former UBM in exchange for the capital increase in HVB occurred on the basis of independent
assessments of well known auditing firms and investment banks, and thus, it has not made any provisions.
It should be noted that on November 10, 2008 an Extraordinary Shareholders’ meeting of HVB was held, and it resolved to remove Mr. Thomas
Heidel as Special Representative of HVB. This means that the Special Representative no longer has authority to prosecute the actions brought
against UniCredit by his representatives and by the representatives of HVB. In particular, the removal prevents the Special Representative from
continuing his petition for damages, which, moreover, will not disappear automatically but, rather, only if a decision in this regard is made by
HVB's supervisory board (against Messrs. Sprissler and Friedhofen) and management board (against UniCredit and its CEO). HVB’s decisionmaking bodies initiated a review of this complex matter to make the related decisions under their authority.
The removal of the Special Representative was contested by the very Dr. Heidel and by a minority shareholder (Templer Beteiligungs Gmbh).
The judge in the case set a deadline for filing briefs in response, and set a hearing to discuss the matter on April 2, 2009. It is possible that
the action for damages brought by the Special Representative will be suspended pending the judge’s decision concerning the legality of the
Special Representative’s removal.
Cirio
• In April 2004 the Administrator of Cirio Finanziaria S.p.A. served notice on Mr. Sergio Cragnotti and various banks including Capitalia
S.p.A. (recently absorbed by UniCredit S.p.A.) and Banca di Roma S.p.A., of a petition to obtain a judgment declaring the invalidity of an
allegedly illegal agreement with Cirio S.p.A., whose purpose was the sale of the dairy company Eurolat to Dalmata S.r.l. (Parmalat Group).
The Administrator subsequently requested that Capitalia S.p.A. and Banca di Roma S.p.A. be jointly found liable to pay back a sum of
approximately e168 million, and that all the defendants be found liable to pay damages of e474 million. The Administrator also requested,
should the above fail, the revocation pursuant to Art. 2901 Italian Civil Code of the deeds of settlement made by Cirio S.p.A. and/or
repayment by the banks of the sums paid over by Cirio under the agreement in question, on the grounds of undue profiteering. In May 2007
the case was retained for the judge’s ruling. No preliminary investigation was conducted. In February 2008 an unexpected ruling of the Court
ordered Capitalia S.p.A. (currently UniCredit S.p.A.) jointly and severally with Mr. Sergio Cragnotti to pay the sum of e223.3 million plus
currency appreciation and interest to run from 1999. UniCredit S.p.A. has appealed requesting suspension of the execution of the judgment
in the lower court. Please see Subsequent Events for the outcome of this petition.
• In April 2007 certain Cirio group companies in administration filed a petition against Capitalia S.p.A. (now UniCredit S.p.A.), Banca di Roma
S.p.A., UniCredit Banca Mobiliare S.p.A. (now UniCredit S.p.A.) and other banks for damages arising from their role as arrangers of bond
issues by Cirio group companies, which according to the plaintiffs were already insolvent at that time. Damages claimed jointly from all
defendants have been quantified as follows:
- for the increase of the losses entailed by the claimants’ corporate failure: in a range of e421.6 million to e2.082 billion (depending on the
criteria applied);
- fees paid by some of the claimants to the lead managers for the placement of bonds: a total of e9.8 million;
- the loss suffered by Cirio Finanziaria S.p.A. (formerly Cirio S.p.A.) due to the impossibility of recovering, by post-bankruptcy clawback, at
least the amounts used by Cirio Finanziaria S.p.A. between 1999 and 2000 to cover the debts of some companies of the group: to be
determined during the proceedings.
All of the above with the addition of interest and currency appreciation from the date owed to the date of payment.
The case, which was retained for the judge’s ruling at the hearing of June 12, 2008, was rescheduled for trial for the filing of briefs due
to the unconstitutionality of the portion of Article 8(2)(a) of Legislative Decree No. 5 of 2003 that does not specify, among circumstances
precluding the immediate setting of a date for a hearing by the defendant, the circumstance that the defendant used defences that led to the
plaintiff’s demand of the right to respond.
UniCredit SpA · 2008 Reports and Accounts 127
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
UniCredit, having noted the opinion of its defence counsel, believes the action to be groundless, and is confident the judgement will be
favourable. Accordingly, at present no provisions have been made.
International Industrial Participations Holding IIP N.V.
On October 30, 2007, International Industrial Participations Holding IIP N.V. (former Cragnotti & Partners Capital Investment N.V.) and
Mr. Sergio Cragnotti brought a civil action against UniCredit S.p.A. (as successor to Capitalia S.p.A.) and Banca di Roma S.p.A. for
compensation of no less than e135 million allegedly resulting (as actual damage and loss of profits):
- Primarily, from the breach of financial assistance undertakings previously executed in favour of Cragnotti & Partners Capital Investment N.V.,
Mr. Sergio Cragnotti, Cirio Finanziaria and the Cirio group, causing the insolvency of the group; and
- Secondarily, from an illegitimate refusal of the defendants to provide to Cirio Finanziaria S.p.A. and to the Cirio group the financial assistance
deemed necessary to repay a bond expiring on November 6, 2002, in less than good faith and unfairly.
Following a recent reorganization of the UniCredit Group, without prejudice to the legitimation of UniCredit S.p.A. as defendant, the question in
law, previously attributable to Banca di Roma S.p.A., was transferred to UniCredit Corporate Banking S.p.A..
The plaintiffs’ claim in this action is totally groundless.
In particular, it was found that no financial undertaking was assumed with Mr. Cragnotti. Based on this and the fact that the proceeding is just
beginning, no provisions have been made.
Acquisition of Cerruti Holding Company by Fin. Part S.p.A.
At the beginning of August 2008 the bankruptcy estate of Fin.Part S.p.A. (“Fin.Part”) brought a civil action against UniCredit S.p.A., UniCredit
Banca S.p.A., UniCredit Corporate Banking S.p.A. and another bank not belonging to the UniCredit Group for contractual and tort liability.
Fin.Part makes claim against each of the defendant banks - jointly and severally or, as a subordinate alternative, against each to the extent
applicable - for compensation of damages allegedly suffered by Fin.Part and by its creditors as a result of the acquisition of Cerruti Holding
Company S.p.A. (“Cerruti”).
The action is meant to challenge the legality of the conduct displayed during the course of the years 2000 and 2001 by the defendant banks
- in concert among them - directed toward the acquisition of the fashion sector of the “Cerruti 1881” group by means of a complex economic
and financial transaction focused particularly on the issuance of a bond for e200 million issued by a Luxembourg vehicle (C Finance s.a.).
It is maintained that Fin.Part was not able to absorb the acquisition of Cerruti with its own funds and that the financial obligations connected
with the payment of the bond brought about the bankruptcy of the company.
The bankruptcy estate therefore requests compensation of damages in an amount equal to e211 million, which represents the difference
between the liabilities (e341 million) and the assets (e130 million) of the bankruptcy estate, or else such other amount as the court may
establish. It is also requested that the defendants make restitution of all of the sums obtained as commissions, fees and interest in relation to
the allegedly fraudulent activities.
On December 23, 2008 papers were filed that included the bankruptcy of C Finance s.a. in the case.
The trustee in bankruptcy asserts that the state of insolvency of C Finance, which was already in existence at the time of its establishment due
to the issuance of the bond and the transfer of proceeds to Fin.Part in exchange for assets with no value, should be attributed to the banks
involved in causing the financial difficulties since their executives contributed to devising and executing the transaction.
128 2008 Reports and Accounts · UniCredit SpA
The banks are asked to provide compensation for damages equal to: a) the total of bankruptcy liabilities (e308.1 million); or b) amounts
disbursed by C Finance to Fin.Part and Fin.Part International (e193 million); or c) the amount collected by UniCredit (e123.4 million).
In another area, the banks are being asked to return the amounts collected (e123.4 million in addition to e1.1 million in commissions) due
to the alleged invalidity and illegality of the case, or for an illegal reason involving all the parties to the complex deal that the transaction in
question allegedly turned into. This transaction was aimed at paying the debts of Fin.Part to UniCredit through the illegal transfer of wealth
from C Finance to UniCredit. In addition, the transaction was allegedly a means for evading Italian laws on the limits and procedures for issuing
bonds.
The UniCredit Group’s legal counsel is preparing the Group’s defence and also assessing procedural aspects and the relationship between the
accompanying petitions of the two bankruptcies including on the basis of the appeal pursuant to Article 101 of the Bankruptcy Law, filed by the
C Finance Bankruptcy against the Fin.Part Bankruptcy.
However, as confirmed by the above counsel, the opposing claim appears to be unfounded as well as weak in terms of evidence. As a result,
and also on the basis that the proceeding is just getting started, no provisions have been made at this time. Please see Subsequent Events for
further information relating to these proceedings.
GBS S.p.A.
At the beginning of February 2008, General Broker Service (GBS S.p.A.) started an arbitration proceeding against UniCredit S.p.A. whose
ultimate aim is to obtain: (i) a declaration that the withdrawal from the insurance brokerage agreement notified by the Capitalia Group in July
2007 is illegitimate and ineffective; (ii) the re-establishment of a right of exclusivity originated by a 1991 agreement; (iii) a declaration of
the violation of the abovementioned right of exclusivity for the period 2003-2007; (iv) compensation for the losses incurred in the amount of
e121.7 million; and (v) a declaration that UniCredit S.p.A. shall not be allowed to participate in any public auctions through its subsidiaries if
not in association with GBS S.p.A..
The 1991 agreement, which contained an exclusivity obligation, had been executed between GBS S.p.A. and (the former) Banca Popolare di
Pescopagano e Brindisi. In 1992 this bank merged with Banca di Lucania and became Banca Mediterranea. In 2000 Banca Mediterranea was
merged into Banca di Roma S.p.A. which later became Capitalia S.p.A. (now UniCredit S.p.A.).
The brokerage relationship with GBS S.p.A., having its roots in the 1991 contract, was then ruled by (i) an insurance brokerage service
agreement signed in 2003 between GBS S.p.A., AON S.p.A. and Capitalia S.p.A., whose validity had been extended until May 2007 and (ii) a
similar, newer agreement signed in May 2007 between GBS S.p.A., AON S.p.A. and Capitalia Solutions S.p.A., in its own name and as proxy of
commercial banks and in the interest of the companies of the former Capitalia Group, holding company included.
In July 2007 Capitalia Solutions S.p.A., on behalf of the entire Capitalia Group, exercised its right of withdrawal from the above contract in
accordance with the terms of the contract (in which it is expressly recognised that, in the event of a withdrawal, the entities/banks of the
former Capitalia Group should not be obliged to pay to the broker any amount for whatever reason).
At the request of GBS, an expert witness report has been ordered that will be prepared at the beginning of 2009.
Seeing that we are still in the preliminary investigation phase of the arbitration proceeding and that we believe that the request raised by GBS
S.p.A. is unfounded, no provisions have been made.
UniCredit SpA · 2008 Reports and Accounts 129
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
FURTHER MAIN TOPICS
Voidance action challenging HypoVereinsbank AG’s (HVB's) transfer of Bank Austria Creditanstalt (BA) stake to UniCredit
(Shareholders’ Meeting resolution of October 25, 2006)
Numerous minority shareholders of HVB have filed petitions challenging the resolutions adopted by HVB’s Extraordinary Shareholders’ Meeting
held on October 25, 2006 approving a Sale and Purchase Agreement (SPA) transferring the shares held by HVB in BA and HVB Bank Ukraine
to UniCredit, the shares held by HVB in International Moscow Bank and AS UniCredit Bank Riga to BA and the transfer of the Vilnius and
Tallin branches to AS UniCredit Bank Riga, asking the court to declare these resolutions null and void. In the course of this proceeding some
shareholders asked the Court to state that the BCA entered into between HVB and UniCredit should be regarded as a de facto domination
agreement.
The shareholders filed their lawsuits contesting alleged deficiencies of the formalities relating to the convocation and conduct of the
Extraordinary Shareholders’ meeting of October 25, 2006, and that the sales price for the shares was allegedly inadequate.
In the judgement of January 31, 2008, the Regional Court (Landesgericht) of Munich declared the resolutions passed at the extraordinary
shareholders’ meeting held on October 25, 2006 to be null and void for formal reasons. The Court expressed no opinion on the problem of
the alleged inadequacy of the purchase price, but expressed the opinion that the Business Combination Agreement (“BCA”) entered into by
UniCredit and HVB in June 2005 should have been submitted to the shareholders’ meeting of HVB since it would represent a “concealed”
domination agreement.
HVB filed an appeal against this judgement since it believed that the provisions of the BCA would not actually be material with respect to the
purchase and sale agreements submitted to the extraordinary shareholders’ meeting on October 25, 2006, and that the matter concerning
valuation parameters would not have affected the purchase and sale agreements submitted for the approval of the shareholders' meeting.
HVB also believes that the BCA is not a “concealed” domination contract due in part to the fact that it specifically prevents entering into a
domination agreement for five years following the purchase offer.
In essence, the HVB shareholder resolution could only become null and void when the court’s decision becomes final. In light of the duration of
the appeal phase, which is currently under way, as well as the ability to further challenge the second-level judgement at the German Federal
Court of Justice, we estimate that it will take about three to four years for this decision to become final.
Moreover, it should be noted that in using a legal tool recognised under German law, and pending the aforementioned proceedings, HVB asked
the shareholders’ meeting held on July 29 and 30 2008 to reconfirm the resolutions that were passed by the extraordinary shareholders’
meeting of October 25, 2006 (so-called confirmatory resolutions) and contested. The shareholders’ meeting approved these resolutions, which,
however, were in turn challenged by several shareholders in August 2008. The Court of Munich gave HVB until March 31, 2009 to prepare its
defence in relation to this new proceeding, and scheduled a hearing in that court on June 25, 2009. In light of the latter challenges, HVB again
resorted to the so-called Confirmatory Resolution, this time with regard to both the resolutions passed in 2006 and the resolution passed in
2008. The company’s shareholders’ meeting approved this confirmatory resolution on February 5, 2009.
In light of the succession of the above events, the appeal proceedings initiated by HVB against the judgement of January 31, 2008 were
stayed until a final judgement is issued in relation to the Confirmatory Resolutions passed by the shareholders’ meeting of HVB of July 29 and
30, 2008.
Voidance actions challenging HypoVereinsbank AG’s (HVB’s) squeeze-out resolution (Shareholders’ Meeting resolution of June 27,
2007)
The Annual General Meeting of HypoVereinsbank AG (HVB) held on June 27, 2007 passed, inter alia, a resolution approving the transfer to
UniCredit of the shares of the minority shareholders in exchange for a cash settlement of e38.26 per share (a so-called “Squeeze-out”).
More than 100 shareholders filed suits challenging this resolution asking the Court to declare it null and void.
130 2008 Reports and Accounts · UniCredit SpA
In its judgement of August 27, 2008, the Regional Court of Munich rejected the action. Various minority shareholders have filed an appeal with
the High Regional Court.
In the meantime, HVB, which believes that such lawsuits are clearly unfounded, filed an unblocking motion in December 2007 asking the
Court to grant clearance for the transfer resolution to be entered in the Commercial Register, notwithstanding the pending claims of minority
shareholders challenging this resolution.
The Munich Court accepted HVB’s request on the grounds that the procedural deficiencies of the resolution in question claimed by the
claimants were unfounded. The minority shareholders challenged the judgement in the Higher Regional Court, which, in its judgement of
September 3, 2008, rejected the appeal (the so-called Unblocking Motion of second instance). The judgement is final, and no resort can be
made to higher levels of jurisdiction.
Accordingly, on September 15, 2008, the Commercial Court of Munich recorded the squeeze-out, and UniCredit became the shareholder of the
entire share capital of HVB.
The matter can only be considered to be resolved in a definitive manner, however, with the outcome of the action for nullification of the
resolution of the shareholders’ meeting referred to above that is currently being appealed. The decision may, in the final instance, be further
challenged at the Court of Federal Justice. Due in part to the fact that the court of appeal has already issued a decision in favour of HVB in
the form of an Unblocking Motion, HVB believes that the Court of Appeal will consider the action for nullification brought by HVB’s minority
shareholders to be unfounded.
Squeeze-out of minority shareholders of HypoVereinsbank (Appraisal Proceedings)
Currently about 300 former minority shareholders of HVB have filed a request to revise the price obtained in the squeeze-out (so-called
“Appraisal Proceedings”). The number of shareholders may increase since the office of the clerk of the court has not completed the review of
applications filed. The dispute mainly concerns profiles regarding the valuation of HVB.
With regard to the first group of requests from former shareholders, the court has set a deadline of March 2, 2009 for HVB to file initial
defence statements, while for the second group, the hearing has been scheduled on April 2, 2009. It is likely that both dates will be postponed.
Squeeze-out of the minority shareholders of Bank Austria.
After a settlement was reached on all legal challenges to the transaction in Austria, the resolution passed by the Bank Austria shareholders’
meeting approving the squeeze-out of the ordinary shares held by minority shareholders (with the exception of the so-called “Golden
Shareholders”) was registered in the Vienna Commercial Register on May 21, 2008.
Accordingly, UniCredit became the owner of 99.995% of the Austrian bank’s share capital with the resulting obligation to pay minority
shareholders a total amount of about e1,045 million including the interest accrued on the squeeze-out price in accordance with local laws.
The minority shareholders received the payment for the squeeze-out and the corresponding interest.
Several shareholders who felt the price paid for the squeeze-out was not adequate have initiated proceedings at the Commercial Court of
Vienna in which they are asking the court to review the adequacy of the amount paid to them (Appraisal/Proceedings). UniCredit immediately
contested the competence of the Vienna court. In a judgement of October 14, 2008, the latter believed that it had the competence to review
the case without going into the matter. UniCredit then contested the decision at the High Regional Court of Vienna. Upon the appeal of the
parties, and if warranted by specific requirements, the case could be submitted, in the third and final instance, to the Austrian Supreme Court.
Each of the judicial bodies could also stay all action and refer the assessment regarding which court actually has competence to the European
Court of Justice.
UniCredit SpA · 2008 Reports and Accounts 131
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
Parmalat
On August 1, 2008 the UniCredit Group reached settlement agreements with Parmalat S.p.A. (beneficiary of the Parmalat composition) and
with the Special Administrator of the companies in administration of the Parmalat and Parmatour Groups, of Parma Associazione Calcio and
the other companies of the former Parmalat group that are still in administration. These settlement agreements cover all reciprocal relations
and claims arising from Parmalat’s financial difficulties related in any way to the UniCredit Group including the former Capital group, during the
period before the Parmalat group’s declaration of insolvency.
First and foremost, UniCredit intends to confirm the conviction that its actions in this matter were always appropriate, and in particular, the
Group had no knowledge whatsoever of the state of insolvency of Parmalat and the other companies of the group. Thus, the decision to reach
a settlement arrangement was motivated solely by cost considerations and the uncertainties of a long, complex dispute, and it did not, and
does not, involve any acknowledgement, implied or otherwise, of any liability.
The agreement called for waiving all post-insolvency clawback petitions and claims for compensation that may be initiated by the
aforementioned entities in exchange for a payment of e271.7 million by the UniCredit Group.
The Special Administrator waived the aforementioned post-insolvency clawback petitions and claims for reimbursement as well as any other
post-insolvency clawback petitions and claims for reimbursement against the UniCredit Group for contributing to causing and/or aggravating
the various financial difficulties, and it also waived or revoked the filing of civil charges.
The UniCredit Group also waived all appeals and loan claims that had been granted but not yet satisfied.
It should be noted that the most significant actions initiated by the Parmalat group against the UniCredit Group (as a result of the absorption of
the Capitalia group), which were settled as a result of the above agreements, included the following:
• three post-insolvency clawback petitions in bankruptcy pursuant to Article 67 of Royal Decree 267/1942 (the so-called bankruptcy law)
initiated in December 2004 by Parmalat S.p.A. in administration (“Parmalat”) against: (i) Banca di Roma in a total amount of e521.1
million; (ii) Bipop Carire in a total amount of e105.5 million; (iii) UniCredit Banca d’Impresa in a total amount of e611.5 million;
• two claims for reimbursement initiated in 2005 by several companies of the Parmalat group against several banks of the UniCredit Group
jointly with other brokers outside the UniCredit Group:
- about e4.4 billion for alleged damages caused by its “participation as co-lead manager” in the issuance of bonds between 1997 and the
first half of 2001; and
- about e1,861.8 million for alleged damages caused by having promoted in 2001 and then participated in the renewal (in 2002 and
2003) of a Debt Issuance Programme for the issuance of medium-term bonds in the Euromarket.
• another claim for reimbursement also initiated in 2005 by the administrator of Parmalat against Banca di Roma in the amount of (i)
e4.299 billion for allegedly contributing to the financial difficulties of the Parmalat group, (ii) e8.5 million for the acquisition of the
company Ciappazzi and (iii) e258 million or e103 million for the acquisition of Eurolat and for loans granted by Banca di Roma secured
by the presentation of collection orders (RI.BA) issued in relation to receivables, all or a part of which did not exist.
Cirio and Parmalat criminal proceedings
Between the end of 2003 and the early months of 2004 criminal investigations of some former Capitalia Group (now UniCredit S.p.A.)
employees and managers were conducted in relation to the insolvency of the Cirio Group. The trials originated by these investigations,
connected to the declaration of insolvency of the Cirio Group, involved some other banking groups that, like the former Capitalia S.p.A., had
extended loans to the Cirio Group.
The Administrator of Cirio and many bondholders joined the criminal judgement as civil claimants without specifying damages claimed.
132 2008 Reports and Accounts · UniCredit SpA
In September 2007 these employees and managers were committed for trial. The first criminal hearing was fixed for March 14, 2008 before
the Court of Rome. During the later hearing of May 14, 2008 numerous civil claims were lodged within the criminal proceeding and examined
in the following hearings of June 6 and 11, 2008.
Additionally, at the beginning of May 2008 numerous Cirio bondholders and the Administrator of Cirio cited UniCredit S.p.A. as legally liable.
In August 2008 several Cirio bondholders cited UniCredit Banca di Roma S.p.A. as legally liable.
At the hearing of December 15, 2008, UniCredit S.p.A., as the successor in all matters for UniCredit Banca di Roma S.p.A. following the
corporate transactions of November 1, 2008, was held legally liable.
In 2003-2005 certain employees and managers of Capitalia S.p.A. (now UniCredit S.p.A.) were investigated in relation to the Parmalat Group
bankruptcy. These investigations led to three criminal proceedings: “Ciappazzi”, “Parmatour” and “Eurolat”. With regard to the first two, in
July 2007 the employees and managers involved were committed for trial. The first criminal hearing took place on March 14, 2008 before
the Court of Parma. The “Ciappazzi” and “Parmatour” proceedings are in the early stage of the proceedings, during which the civil claims
and petitions of the legally liable party are being reviewed. In respect of the “Eurolat” proceeding, in April 2008 the manager involved was
committed for trial. At the hearing held on June 18, 2008, the Court of Parma declared that it was not territorially competent and transferred
the trial papers to the Court of Rome, which was considered competent.
Capitalia S.p.A., (now UniCredit S.p.A.), and UniCredit Banca di Roma S.p.A. were cited by the Court as being legally liable in the “Ciappazzi"
and “Parmatour” proceedings. Mediocredito Centrale S.p.A. and Banco di Sicilia S.p.A. of the former Capitalia Group are defendants only in the
Ciappazzi lawsuit.
Parmalat Group companies in administration joined the criminal proceedings as civil claimants in all the above mentioned trials. Many
bondholders are plaintiffs only in the Ciappazzi suit. All the civil claimants’ lawyers reserved the right to quantify damages at the end of the
first-instance trials. In the Eurolat proceeding the position of UniCredit S.p.A. as being legally liable and the civil claims of Parmalat group
companies lapsed following transfer of the case to the Court of Rome.
Upon the conclusion of the referenced settlement between UniCredit and Parmalat on August 1, 2008 (see the "Parmalat” section), the latter
waived or revoked the filing of all civil charges.
The staff members involved in the above trials are of the opinion that they carried on their business in a proper and legal manner.
On the basis of the views of outside counsel as well as ours, it is at present not possible to reliably estimate the contingent liability arising
out of the three above cases, although there is a potential risk of legal liability for UniCredit due to the complexity of the imputations. This is
also due to the fact that the “Ciappazzi” and “Parmatour” proceedings are at an early stage and that the Court of Parma has declared itself
territorially incompetent to hear the “Eurolat” trial.
UniCredit SpA · 2008 Reports and Accounts 133
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
Subsequent Events
Madoff - Class action filed by Repex Ventures S.A.
Repex Ventures S.A. (the Plaintiff), a British Virgin Islands registered company, filed a Class Action Complaint with the New York South
District Court against (inter alia) Bernard L. Madoff, Bernard Madoff Investment Securities LLC (BMIS), Bank Medici SA, Sonja Kohn, Herald
Fund, Bank Austria, UniCredit S.p.A., Pioneer Alternative Investment Ltd. (Ireland), Primeo Select Funds and Ernst & Young LLP. This case
represents an attempt to entangle UniCredit, Pioneer Alternative Investment and Bank Austria in class action litigation in the U.S.. In its
complaint, Repex seeks to recover on behalf of a class of investors who became victims of the Madoff alleged fraud through investments in
BMIS feeder funds.
Repex invested in a fund called Herald (LUX) U.S. Absolute Return Fund which in turn invested in BMIS. Though it invested only in Herald,
Repex names several other funds as defendants, hoping to be designated class representative of all the investors in the named funds who
became victims of the Madoff securities fraud. Repex alleges that each of these feeder funds was under the control or influence of Bank
Medici. Although Repex is claiming compensation for its lost investments of $ 700,000 in one Madoff feeder fund, it is likely that other
investors join the class action, implying a higher potential exposure to UniCredit.
The lawsuit, which for the time being has not been regularly served to any company belonging to our Group, is still in a very preliminary phase.
Upon request of the Plaintiff, the original pre-trial conference set for January 27, 2009 was postponed to April 16, 2009.
We don’t have any information in this very preliminary phase which would allow us to quantify a potential loss in a reliable manner given in
particular the lack of jurisdiction relating to the entities being part to the UniCredit group.
Qui tam Complaint against Vanderbilt and other UniCredit entities
Mr. Frank Foy and his wife filed as qui tam plaintiffs a claim on behalf of the State of New Mexico (USA) in connection with the sale of
Vanderbilt CDOs to the New Mexico Educational Retirement Board (ERB) and the State of New Mexico State Investment Council (SIC).
Mr. Foy served also in the position as ERB Chief Investment Officer and retired in March 2008.
Mr. Foy seeks, on behalf of the State, a total in excess of $ 360 million in damages, plus penalties, under the New Mexico Fraud Against
Taxpayers Act on the grounds that Vanderbilt and the other defendants mentioned below falsely obtained $ 90 million in investment funds
from ERB and SIC by (1) knowingly misrepresenting the safety and nature of the investments in Vanderbilt collateralised debt obligations and
related products and (2) making improper payments to Governor Richardson and other State officials to get the investment. Foy claims that the
State entirely lost the initial investment of $ 90 million and he seeks additional $ 30 million more for lost earnings. Since alleged damages are
automatically trebled under the New Mexico Fraud Against Taxpayers Act, the damages sought an amount in excess of $ 360 million.
Defendants include, inter alia, the following:
- Vanderbilt Capital Advisors (VCA), a wholly owned indirect Pioneer Investment Management USA Inc. (PIM US) subsidiary
- Vanderbilt Financial, LLC (VF), a special purpose vehicle in which PIM US holds an 8% interest
- Pioneer Investment Management USA Inc. (PIM US), a wholly owned subsidiary of PGAM
- Pioneer Global Asset Management S.p.A., an UniCredit wholly owned subsidiary
- UniCredit S.p.A.
- various Board members of VCA, VF and PIM US
- legal firms, auditing firms, investment banks and State officials.
134 2008 Reports and Accounts · UniCredit SpA
We don’t have any information in this very preliminary phase which would allow us to quantify a potential loss in a reliable manner. However,
for the time being, the claim has not been regularly served to any company belonging to our Group.
Cirio
By its order dated March 17, 2009 the Court of Appeals in Rome recognised that prima facie UniCredit SpA’s grounds for appeal were not
without foundation and suspended the sentence issued against UniCredit and Mr. Sergio Cragnotti to pay e223.3 million together with
monetary revaluation and interest since 1999 as ordered by the Courts of Rome in February 2008 in favor of the Administrators of Cirio.
Acquisition of Cerruti Holding Company by Fin.Part S.p.A.
In January 2009 the judge rejected the application for attachment against the defendant, which is not a part of our Group, in an articulate
order that contained numerous favourable findings for our Group’s position.
Verbraucherzentrale (Vzfk Claim)
In March 2009 the writ issued by Vzfk translated into Italian was notified to UniCredit S.p.A. and its CEO Alessandro Profumo. Mr. Sprißler had
already received the writ in German in August 2008.
Tax-Related Operating Risks
The provision for tax-related operating risks increased to e11.6 million after further provisions of e2.8 million and e5.6 million resulting from
provisions already made by Banco di Sicilia to cover pending tax disputes.
This decision was made as a result of the absorption over time of several banks and companies, and the absorption of Capitalia S.p.A. in 2007
and of UniCredit Banca, UniCredit Banca di Roma, Banco di Sicilia, Bipop Carire, UBM and Capitalia Partecipazioni in 2008, for which certain
tax periods are still subject to audits with respect to VAT, direct taxes and other minor taxes.
The entry into force of the so-called “Basel II” standards requires consideration of the operating risks associated with such circumstance.
It was decided not to make provisions with regard to other pending disputes, since the outcomes are expected to be broadly favourable.
UniCredit SpA · 2008 Reports and Accounts 135
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
12.2 Provisions for risks and charges: annual changes
12.31.2008
Pensions and post-retirement
benefit obligations
Other provisions
TOTAL
485,134
554,016
2,887
42,785
508,344
500,802
122,753
96,566
26,187
916,397
674,247
1,181,359
342,037
13,778
6,878
818,666
798,716
1,281,987
533,990
3,089
744,908
715,149
573,619
1,159,381
1,735,375
344,924
56,563
6,878
1,327,010
1,299,518
1,404,740
630,556
3,089
771,095
715,149
1,490,016
A. Opening balance
B. Increases
B.1 Provisions for the year (*)
B.2 Changes due to the passage of time
B.3 Differences due to discount-rate changes
B.4 Other increases
of which: business combinations
C. Decreases
C.1 Use during the year
C.2 Differences due to discount-rate changes
C.3 Other decreases
of which: business combinations
D. Closing balance (**)
(*) The amount of Pension and post-retirement benefit obligations includes tax and operating costs for e358 thousand concerning definited-contribution funds. The amount of the Other provisions is net of
alllocations for costs relating to the indemnity given to Aspra Finance, following the sale of non-performing loans, recognized in Other liabilities (amounting to e42,276 thousand).
(**) Of which: Definited-benefit pension funds in the amount of e838,459 thousand.
In respect of Pensions and other post retirement benefit obligations, the Annexes provide details of Fund movements and include
statements of changes in funds with segregated assets pursuant to article 2117 of the Italian Civil Code, as well as explanatory notes thereto.
Allocations to funds other than those with segregated assets are indiscriminately invested in asset items. Therefore, it is not possible to provide
any statement of these funds.
12.3 Provisions for defined-benefit company pensions
2. Changes in provisions
Opening net defined-benefit obligations
Service cost
Finance cost
Actuarial gains (losses) recognised in the year
Benefit paid
Other increases
of which: business combinations
Other reductions
Closing net defined-benefit obligations
136 2008 Reports and Accounts · UniCredit SpA
12.31.2008
12.31.2007
387,989
2,137
42,785
(2,393)
(88,809)
502,631
500,802
(5,881)
838,459
315,867
358
15,189
3,039
(37,991)
91,538
88,707
(11)
387,989
3. Changes to plan assets and other information
Opening fair value of plan assets
Expected return
Actuarial gains (losses)
Contribution paid by employer
Benefit paid
Other increases
of which: business combinations
Other reductions
Closing current value of plan assets
12.31.2008
12.31.2007
12,794
2,253
(945)
129
(1,644)
32,293
32,293
(9,737)
35,143
13,665
771
(129)
(1,513)
12,794
16,281
14,438
13
4,411
35,143
5,532
4,151
3,111
12,794
Main categories of plan assets
1. Equities
2. Bonds
3. Property
4. Other assets
5. Investment funds
Total
4. Reconciliations of present values of provisions to present value of plan assets and to assets and
liabilities recognized in the Balance Sheet
Amount recognized in the Balance Sheet
Present value of funded defined benefit obligations
Present value of unfunded defined benefit obligations
Present value of plan assets
sub-total
Unrecognized actuarial gains (losses)
Net liability
12.31.2008
12.31.2007
Defined benefit
pension plans
Defined benefit
pension plans
52,644
796,181
(35,143)
813,682
24,777
838,459
13,404
380,766
(12,794)
381,376
6,613
387,989
2,253
(945)
1,308
771
771
12.31.2008
12.31.2007
5.51%
4.60%
3.01%
2.20%
2.06%
5.25%
6.00%
3.00%
1.70%
2.00%
Return on plan assets
Actuarial return on plan assets
Actuarial gain (loss) on plan assets
Actuarial return on plan assets
5. Principal actuarial assumptions
Discount rate
Expected return on plan assets
Rate of increase in future compensation and vested rights
Rate of increase in pension obligations
Expected inflation rate
UniCredit SpA · 2008 Reports and Accounts 137
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
6. Comparative data: total defined-benefit obligations
Present value of defined-benefit obligations
Plan assets
Plan surplus/(deficit)
Unrecognized actuarial gains (losses)
Net liability
12.31.2008
848,825
(35,143)
813,682
24,777
838,459
12.31.2007
394,170
(12,794)
381,376
6,613
387,989
Section 13 - Redeemable shares - Item 140
No data to be disclosed in this section.
Section 14 - Shareholders’ Equity - Items 130, 150, 160, 170, 180, 190 and 200
14.1 Company Shareholders' Equity: breakdown
Items/Values
1. Share capital
2. Share premium reserve
3. Reserves
4. Treasury shares
5. Revaluation reserves
6. Equity instruments
7. Net profit (loss)
Total
12.31.2008
12.31.2007
6,684,287
34,070,282
6,788,218
(2,440)
168,228
3,281,087
50,989,662
6,682,683
33,707,908
8,260,251
(358,416)
450,257
1,857,514
50,600,197
In January 2008, after the purchase of 83,833,899 ordinary UniCredit S.p.A. shares resulting from the exchange of 74,851,696 Capitalia
S.p.A. shares that were withdrawn, the number of treasury shares rose from 87,000,000 at year-end 2007 to 170,833,899 with a total value
of e 875,703 thousand.
The Ordinary Shareholders’ Meeting of UniCredit held on November 14, 2008 voted to revoke the authorisation granted by the Ordinary
Shareholders’ Meeting on December 16, 2005 regarding the disposal of the 87,000,000 shares resulting from the share buy-back transaction
and to authorise the sale, without time limitations, of all treasury shares held for a price not less than the market price at the time each sale is
made less 5%.
Pursuant to this resolution, in December UniCredit moved forward with the sale of 170,357,899 treasury shares in several tranches, for a total
of e 287,733 thousand.
At year-end 2008 there was a total of 476,000 treasury shares.
138 2008 Reports and Accounts · UniCredit SpA
14.2 Share capital and treasury shares: breakdown 12.31.2008
A. Share Capital
A.1 ordinary shares
A.2 savings shares
Total (A)
B. Treasury Shares
B.1 ordinary shares
B.2 savings shares
Total (B)
12.31.2007
Issued shares
Underwritten
shares
Issued shares
Underwritten
shares
6,673,434
10,853
6,684,287
-
6,671,830
10,853
6,682,683
-
(2,440)
(2,440)
-
(358,416)
(358,416)
-
During 2008 the share capital which as at December 31, 2007 was made up of 13,343,658,943 ordinary shares and 21,706,552 savings
shares, both of par value of e 0.50, changed as a result of the issuance of 3,209,429 ordinary shares following the exercise of stock options
by beneficiaries.
As a result, capital increased from e 6,682,683 thousand at the end of 2007 to e 6,684,287 thousand at the end of 2008 and is made up
13,346,868,372 ordinary shares with a par value of e 0.50 each and 21,706,552 savings shares with a par value of e 0.50 each.
UniCredit SpA · 2008 Reports and Accounts 139
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
14.3 Capital Stock - number of shares: annual changes
12.31.2008
Items/Types
A. Issued shares as at the beginning of the year
- fully paid
- not fully paid
A.1 Treasury shares (-)
A.2 Shares outstanding: opening balance
B. Increases
B.1 New issues
- against payment
- business combinations
- bonds converted
- warrants exercised
- other
- free
- to employees
- to Directors
- other
B.2 Sales of treasury shares
B.3 Other changes
C. Decreases
C.1 Cancellation
C.2 Purchase of treasury shares
C.3 Business tranferred
C.4 Other changes
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
Ordinary
Other (Saving)
TOTAL
13,343,658,943
13,343,658,943
(87,000,000)
13,256,658,943
173,567,328
3,209,429
3,209,429
21,706,552
21,706,552
21,706,552
21,706,552
21,706,552
21,706,552
-
13,365,365,495
13,365,365,495
(87,000,000)
13,278,365,495
173,567,328
3,209,429
3,209,429
3,209,429
170,357,899
(83,833,899)
(83,833,899)
13,368,098,924
476,000
13,368,574,924
13,368,574,924
-
3,209,429
170,357,899
(83,833,899)
(83,833,899)
13,346,392,372
476,000
13,346,868,372
13,346,868,372
-
14.4 Capital: other information
Par value per share
Shares reserved for issue on exercise of options
Agreed sales of shares
140 2008 Reports and Accounts · UniCredit SpA
12.31.2008
12.31.2007
0.50
-
0.50
-
14.5 Reserves from allocation of profit from previous years: other information
Legal reserve
Statutory reserves
Other reserves
Total
12.31.2008
12.31.2007
1,231,108
1,015,008
(2,445,215)
(199,099)
1,044,493
2,792,680
(1,877,341)
1,959,832
Other reserves include reserves related to the changeover to IFRS, which is a negative amount of e2,097,846 thousand, and reserves related
to the sale of treasury shares, which is a negative amount of e585,530 thousand.
14.7 Revaluation reserves: breakdown
Items/Components
1. Available-for-sale financial assets
2. Property, plant and equipment
3. Intangible assets
4. Hedges of foreign investments
5. Cash-flow hedges
6. Exchange differences
7. Non-current assets classified as held for sale
8. Special revaluation laws
Total
12.31.2008
12.31.2007
(97,548)
(11,244)
277,020
168,228
165,258
7,979
277,020
450,257
14.8 Revaluation reserves: annual changes
12.31.2008
Available-for- Property,
sale financial plant and
assets equipment
A. Opening balance
B. Increases
B.1 Fair value increases
B.2 Other changes
of which: business
combinations
C. Reductions
C.1 Fair value reductions
C.2 Other changes
of which: business
combinations
D. Closing balance
Intangible
assets
Hedges of
foreign
investments
Non current
assets
Cash-flow
Exchange classified as
hedges differences held for sale
Special
revaluation
laws
TOTAL
165,258
247,596
18,425
229,171
-
-
-
7,979
4,197
5,872
(1,675)
-
-
277,020
-
450,257
251,793
24,297
227,496
(94,885)
510,402
221,715
288,687
-
-
-
(1,675)
23,420
20,142
3,278
-
-
-
(96,560)
533,822
241,857
291,965
14,912
(97,548)
-
-
-
1,662
(11,244)
-
-
277,020
16,574
168,228
* B.2 Other changes o/w: business combinations includes negative reserves arising from the absorption of Group companies.
UniCredit SpA · 2008 Reports and Accounts 141
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Liabilities (Continued)
14.9 Revaluation reserves for available-for-sale assets: breakdown
12.31.2008
Assets/Values
1. Debt securities
3. Equity securities
3. Units in investment funds
4. Loans
Total
Positive
Reserve
Negative
Reserve
7,266
49,592
23
56,881
(75,509)
(56,361)
(22,559)
(154,429)
12.31.2007
TOTAL
Positive
Reserve
Negative
Reserve
TOTAL
(68,243)
(6,769)
(22,536)
(97,548)
50,496
215,220
210
265,926
(38,080)
(62,265)
(323)
(100,668)
12,416
152,955
(113)
165,258
14.10 Revaluation reserves for available-for-sale assets: annual changes
12.31.2008
1. Opening balance
2. Positive changes
2.1 Fair value increases
2.2 Reclassification through profit or loss of negative provision
- due to impairment
- following disposal
2.3 Other changes
of which: business combinations*
3. Negative changes
3.1 Fair value reductions
3.2 Reclassification through profit or loss of positive allowances:
following disposal
3.3 Other changes
of which: business combinations
4. Closing balance
Debt securities
Equity
securities
Units in
investment
funds
Loans
TOTAL
12,416
27,217
5,549
6,723
6,723
14,945
(935)
107,876
107,518
152,955
210,890
12,876
98,964
98,964
99,050
(101,517)
370,614
82,692
(113)
9,489
437
292
145
9,052
7,567
31,912
31,505
-
165,258
247,596
18,425
106,124
99,256
6,868
123,047
(94,885)
510,402
221,715
34
324
(68,243)
114,396
173,526
14,912
(6,769)
150
257
(22,536)
-
114,580
174,107
14,912
(97,548)
* 2.3 Other changes - of which: business combinations includes negative reserves arising from mergers.
In accordance with Section 2427, paragraph 7-bis, of the Italian Civil Code, the table below provides details on the origin, possible uses and
availability of distribution of Shareholders’ Equity, as well as the summary of its use in the three previous fiscal years.
142 2008 Reports and Accounts · UniCredit SpA
Breakdown of Shareholders' equity (with indication of availability for distribution)
Items
Share capital
Share premium
Reserves:
legal reserve
reserve for treasury shares or interests
statutory reserves
reserves arising out of share swaps
reserves arising out of transfer of assets
reserves arising out of split-offs
reserves related to the medium-term
incentive programme for Group staff
reserve related to equity-settled plans
reserve related to business combinations (IFRS 3)
reserve related to business combinations within the Group
reserve arising out of transfers of assets within the Group
under art. 58 Banking Law
FTA reserve (related to changeover to IFRS)
reserve arising out of sale of treasury shares
other
Revaluation reserves
monetary equalisation reserve under L. 576/75
monetary revaluation reserve under L.72/83
asset revaluation reserve under L. 408/90
property revaluation reserve under L. 413/91
available-for-sale financial assets
cash-flow hedges
Total
Portion not allowed in distribution (**)
Remaining portion available for distribution (***)
Permitted
uses(*)
Amount
A, B, C
Summary of use in the
three previous fiscal years
Available
portion to cover losses
other reasons
6,684,287
34,070,282
6,788,218
1,231,108
2,440
1,015,008
511,210
477,090
4,972
B
A, B, C
A, B, C
A, B, C
A, B, C
28,951
150,530
2,118,624
4,383,389
A
A, B, C
A, B, C
28,951
2,118,624
4,383,389
(447,832)
(2,097,846)
(585,530)
(3,896)
168,228
4,087
84,658
28,965
159,310
(97,548)
(11,244)
47,711,015
A, B, C
(***)
A, B, C
A, B, C
(447,832)
(2,097,846)
(585,530)
(3,896)
A, B, C
A, B, C
A, B, C
A, B, C
-
34,070,282
(1)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(3)
(3)
1,231,108
1,015,008
511,210
477,090
4,972
355,976
2,038,282
(4)
9,375
(6)
4,789
(7)
(5)
4,087
84,658
28,965
159,310
40,982,550
1,365,808
39,616,742
(*) A: for capital increase; B: to cover losses; C: distribution to shareholders.
(**) Includes e 105,749 thousand to be allocated to the legal reserve in order to reach one-fifth of company capital stock, pursuant to the procedures provided in the Articles of Association.
(***) The portion available for distribution is net of negative reserves.
(1) Available, to cover losses, only after use of other Reserves.
(2) If this Reserve is used to cover losses, profits may not be distributed until this Reserve has been replenished or reduced by an equivalent amount.
The reduction must be approved by the Extraordinary General Meeting disregarding sections 2 and 3 of Article 2445 of the Civil Code. The Reserve, if it is not included in capital resources, may only be reduced in accordance with sections 2 and 3 of Article 2445 of the Civil Code.
(3) This Reserve is unavailable pursuant to article 6 of Legislative Decree no. 38/2005. (4) For the assignation to the share premium related to the sale of treasury shares.
(5) Of which: e253,620 thousand and e1,777,672 thousand distributed among shareholders as 2005 and 2007 dividens, e6,990 thousand reduction for adjustment of the deferred tax rate through former
Capitalia's net equity.
(6) For the recognition of deferred taxation associated to equity investments.
(7) For a capital increase.
UniCredit SpA · 2008 Reports and Accounts 143
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part B) Balance Sheet - Other information
1. Guarantees and commitments
Transactions
1) Financial guarantees given to:
a) Banks
b) Customers
2) Commercial guarantees given to:
a) Banks
b) Customers
3) Other irrevocable commitments to disburse funds:
a) Banks:
i) Usage certain
ii) Usage uncertain
b) Customers:
i) Usage certain
ii) Usage uncertain
4) Underlying obligations for credit derivatives: sale of protection
5) Assets used to guarantee others' obligations
6) Other commitments
Total
12.31.2008
12.31.2007
36,186,670
30,299,836
5,886,834
3,620,606
2,763,985
856,621
18,844,922
14,597,651
14,030,791
566,860
4,247,271
908,761
3,338,510
211,353
58,863,551
48,572,184
40,533,219
8,038,965
2,454,952
1,714,933
740,019
8,144,948
4,167,204
3,221,266
945,938
3,977,744
755,411
3,222,333
211,847
104
5,856,119
65,240,154
2. Assets used to guarantee own liabilities and commitments
Portfolios
12.31.2008
12.31.2007
1. Financial assets held for trading
2. Financial assets at fair value through profit or loss
3. Available for sale financial assets
4. Held-to-maturity investments
5. Loans and receivables with banks
6. Loans and receivables with customers
7. Property, plant and equipment
3,624,094
750,560
3,676,599
6,992,712
1,669,040
-
1,424,226
958,104
2,762,305
418,878
810,023
-
144 2008 Reports and Accounts · UniCredit SpA
4. Asset management and trading on behalf of others
Type of services
1. Trading of financial instruments on behalf of others
a) Purchases
1. Settled
2. Unsettled
b) Sales
1. Settled
2. Unsettled
2. Segregated accounts
a) Individual
b) Collective
3. Custody and administration of securities
a) Non-proprietary securities on deposit associated with custodian bank transactions (excluding segregated
accounts)
1. Securities issued by the bank preparing the accounts
2. Other securities
b) Other non-proprietary securities on deposit (excluding segregated accounts)
1. Securities issued by the bank preparing the accounts
2. Other securities
c) Non-proprietary securities deposited with others
d) Investment and trading securities deposited with others
4. Other transactions
12.31.2008
12.31.2007
-
-
-
-
305,099
74
305,025
294,885
95,236,722
904
16,888,947
36,052
16,852,895
66,437,851
16,517,947
49,919,904
83,150,559
90,719,994
25,569
UniCredit SpA · 2008 Reports and Accounts 145
Notes to the Accounts
Part C) Income Statement
Section 1 - Interest income and similar revenues - Item 10 and 20 148
Section 2 -Fee and commission income and
expense - Item 40 and 50
150
Section 3 - Dividend income and similar revenue - Item 70
151
Section 4 -Gains and losses on financial assets and
liabilities held for trading - Item 80
153
Section 5 - Fair value adjustments in hedge accounting - Item 90 154
Section 6 - Gains (losses) on disposals/repurchases - Item 100
154
Section 7 -Gains and losses on financial assets/liabilities at
fair value through profit or loss - Item 110
155
Section 8 - Impairment losses - Item 130 156
Section 9 - Administrative costs - Item 150
157
Section 10 - Provisions for risks and charges - Item 160
160
Section 11 -Impairments/write-backs on property,
plant and equipment - Item 170
160
Section 12 - Impairments/write-backs on intangible assets - Item 180 160
Section 13 - Other net operating income - Item 190 161
Section 14 - Profit (loss) of associates - Item 210 161
Section 15 -Net gains (losses) on property, plant and equipment and
intangible assets measured at fair value - Item 220
162
Section 16 - Impairment of goodwill - Item 230
162
Section 17 - Gains (losses) on disposal of investments - Item 240
162
Section 18 -Tax expense (income) related to profit or loss
from continuing operations - Item 260
162
Section 19 -Gains (losses) on groups of assets held for sale,
net of tax - Item 280
163
Section 20 - Other information
164
Section 21 - Earnings per share
165
UniCredit SpA · 2008 Reports and Accounts 147
Company Accounts and Annexes
Notes to the Accounts
(amounts in thousands of e)
Part C) Income Statement
Section 1 - Interest income and similar revenues - Item 10 and 20
1.1 Interest income and similar revenues: breakdown
Debt securities
Loans
Impaired
financial
assets
180,903
160,872
203,089
2,449,498
336,963
1,463
x
292
x
3,333,080
7,311,595
8,058,546
x
433,731
x
15,803,872
28,697
x
x
28,697
Unimpaired financial assets
Items/Type
1. Financial assets held for trading
2. Available for sale financial assets
3. Held to maturity investments
4. Loans and receivables with banks
5. Loans and receivables with customers
6. Financial assets at fair value through profit or loss
7. Hedging derivatives
8. Financial assets sold but not derecognised
9. Other assets
Total
Other
assets
TOTAL
2008
TOTAL
2007
31
312
102,776
103,119
180,934
160,872
203,089
9,761,093
8,424,518
1,463
434,023
102,776
19,268,768
162,649
71,944
27,732
4,760,401
617,315
1,241
385,096
121,070
6,147,448
The items “1. Financial assets held for trading “, “2. Available for sale financial assets”, “3. Held to maturity investments” and “5. Loans and
receivables with customers” also include interest earned on securities in deposit-taking repo transactions.
1.2-1.5 Interest income (expense) and similar revenues (charges): hedging differentials
Items/Type
A. Positive differentials on:
A.1 Fair-value micro-hedging of financial assets
A.2 Fair-value micro-hedging of financial liabilities
A.3 Macro-hedging of interest rate risk
A.4 Cash-flow micro-hedging of financial assets
A.5 Cash-flow micro-hedging of financial liabilities
A.6 Cash-flow macro-hedging
Total positive differentials (A)
B. Negative differentials on:
B.1 Fair-value micro-hedging of financial assets
B.2 Fair-value micro-hedging of financial liabilities
B.3 Macro-hedging of interest rate risk
B.4 Cash-flow micro-hedging of financial assets
B.5 Cash-flow micro-hedging of financial liabilities
B.6 Cash-flow macro-hedging
Total negative differentials (B)
C. Net differentials (A-B)
148 2008 Reports and Accounts · UniCredit SpA
2008
2007
9,126
1,852,703
44,902
5,068
137,305
2,049,104
1,183
834,783
783,384
1,619,350
(11,697)
(318,255)
(1,890,325)
(192,177)
(7,983)
(420,930)
(2,841,367)
(792,263)
(8,237)
(941,234)
(284,783)
(1,234,254)
385,096
1.3.1 Interest income from financial assets denominated in currency
Interest income on:
a) Assets denominated in currency
2008
2007
855,511
419,223
1.4 Interest expense and similar charges: breakdown
2008
Deposits
Securities
(6,059,966)
(1,893,920)
X
(808)
(449,208)
X
X
(8,403,902)
X
X
(6,517,203)
(4,127)
X
X
(6,521,330)
(37)
(36,271)
(89,096)
(792,263)
(917,667)
Items/Type
1. Deposits from banks
2. Deposits from customers
3. Debt securities in issue
4. Financial liabilities held for trading
5. Financial liabilities at fair value through profit or loss
6. Financial liabilities relating to assets sold but not derecognised
7. Other liabilities
8. Hedging derivatives
Total
2007
Other
liabilities
TOTAL
TOTAL
(6,059,966)
(1,893,957)
(6,517,203)
(41,206)
(449,208)
(89,096)
(792,263)
(15,842,899)
(3,341,362)
(283,289)
(3,554,334)
(5,204)
(24,855)
(96,466)
(7,305,510)
The items “1. Deposits from banks” and “2. Deposits from customers” also include interest on deposit-taking repo transactions.
1.6.1 Interest expense on liabilities denominated in currency
Interest expense on:
a) Liabilities denominated in currency
2008
2007
(2,933,517)
(3,095,492)
UniCredit SpA · 2008 Reports and Accounts 149
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part C) Income Statement (Continued)
Section 2 - Fee and commission income and expense - Item 40 and 50
2.1 Fee and commission income: breakdown
Type of service/Sectors
a) guarantees given
b) credit derivatives
c) management, brokerage and consultancy services:
1. securities trading
2. currency trading
3. segregated accounts
3.1 individual
3.2. collective
4. custody and administration of securities
5. custodian bank
6. placement of securities
7. client instructions
8. advisory
9. distribution of third party services
9.1. segregated accounts
9.1.1. individual
9.1.2. collective
9.2. insurance products
9.3. other products
d) collection and payment services
e) securitization servicing
f) factoring
g) tax collection services
h) other services
Total
2008
2007
100,837
1,288,066
3,053
26,321
15,040
15,040
24,282
4,429
542,914
65,905
69
606,053
202,200
202,200
357,342
46,511
384,971
9,828
869,999
2,653,701
33,410
9,650
315
2,663
5,056
1,542
74
35,781
3,015
9,698
91,554
2008
2007
1,164,007
15,040
542,914
606,053
1,164,007
1,542
1,542
1,542
2.2 Fee and commission income by distribution channel
Channels/Sectors
a) through Group bank branches
1. segregated accounts
2. placement of securities
3. others' products and services
b) off-site
1. segregated accounts
2. placement of securities
3. others' products and services
c) other distribution channels
1. segregated accounts
2. placement of securities
3. others' products and services
Total
150 2008 Reports and Accounts · UniCredit SpA
2.3 Fee and commission expense: breakdown
Type of services/Sectors
a) guarantees received
b) credit derivatives
c) management, brokerage and consultancy services:
1. securities trading
2. currency trading
3. segregated accounts
3.1. own portfolio
3.2. others' portfolios
4. custody and administration of securities
5. placement of securities
6. off-site distribution of securities, products and services
d) collection and payment services
e) other services
Total
2008
2007
(9,653)
(10,211)
(38,928)
(3,039)
(2,100)
(466)
(466)
(23,886)
(7,894)
(1,543)
(61,766)
(67,750)
(188,308)
(6,124)
(14,089)
(737)
(1,928)
(11,386)
(38)
(4,469)
(5,572)
(30,254)
Section 3 - Dividend income and similar revenue - Item 70
3.1 Dividend income and similar revenue: breakdown
2008
2007
Items/Revenues
Dividends
Income from units
in investment
funds
A. Financial assets held for trading
B. Available for sale financial assets
C. Financial assets at fair value through profit or loss
D. Investments
Total
1,455
60,189
102
2,910,902
2,972,648
2,003
X
2,003
Dividends
Income from units
in investment
funds
51,154
77,290
3
2,706,138
2,834,585
X
-
UniCredit SpA · 2008 Reports and Accounts 151
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part C) Income Statement (Continued)
A breakdown of dividends received in 2008 is given below.
Breakdown of dividends by shareholding
2008
UniCredit Bank Austria AG (formerly Bank Austria Creditanstald AG)
Bank Pekao S.A.
UniCredit Corporate Banking S.p.A.
Bayerische Hypo- und Vereinsbank A.G.
Pioneer Global Asset Management S.p.A.
Fineco Finance Ltd (in liquidation)
UniCredit Private Banking S.p.A.
FinecoBank S.p.A.
Mediobanca - Banca di Credito Finanziario S.p.A.
UniCredit Real Estate S.p.A.
Capitalia Luxembourg S.A. (now UniCredit International Bank (Luxembourg) S.A.)
UniCredit Banca per la Casa S.p.A. (now UniCredit Consumer Financing Bank S.p.A.)
Creditras Vita S.p.A.
Fineco Verwaltung AG
Aviva S.p.A.
UniCredit Credit Management Bank S.p.A.
Capitalia Asset Management S.G.R. S.p.A. (now Pioneer Investment Management S.G.R.p.A.)
UniCredit Mediocredito Centrale S.p.A. (formerly MCC - Mediocredito Centrale S.p.A.)
Società Gestione per il Realizzo S.p.A. (in liquidation)
Creditras Assicurazioni S.p.A.
UniCredit Bancassurance Management & Administration Srl
CNP UniCredit Vita S.p.A. (formerly CNP Capitalia Vita S.p.A.)
BDR Roma Prima Ireland Ltd
SIA_SSB S.p.A.
Centrale dei Bilanci S.r.l. Società Studi Finanziari
UniCredit Infrastrutture S.p.A. (now UniCredit MedioCredito Centrale S.p.A.)
Capitalia Investimenti Alternativi S.G.R. S.p.A. (now Pioneer Alternative Investment Management S.G.R.p.A.)
Sofipa Società di Gestione del Risparmio (SGR) S.p.A. (già Capitalia SOFIPA S.G.R.p.A.)
Sofigere Société par Actions Simpifiée
Romafides - Fiduciaria e Servizi S.p.A. (now Cordusio Società Fiduciaria per Azioni)
European Trust S.p.A. (now Cordusio Società Fiduciaria per Azioni)
Total
152 2008 Reports and Accounts · UniCredit SpA
808,087
442,136
386,143
383,881
352,547
94,000
84,899
54,502
46,139
41,720
34,236
32,664
32,000
28,997
23,055
21,300
18,000
7,225
4,903
2,925
2,500
2,222
1,483
1,444
1,365
869
749
600
175
132
4
2,910,902
Section 4 - Gains and losses on financial assets and liabilities held for trading - Item 80
4.1 Gains and losses on financial assets and liabilities held for trading: breakdown
2008
Transactions/P&L items
1. Financial assets held for trading
1.1 Debt securities
1.2 Equity instruments
1.3 Units in investment funds
1.4 Loans
1.5 Other
2. Financial liabilities held for trading
2.1 Debt securities
2.3 Other
3. Other financial assets and liabilities:
exchange differences
4. Derivatives
4.1 Financial derivatives:
- with underlying debt securities and
interest rates
- with underlying equity securities
and share indices
- with underlying currency and gold
- other
4.2 Credit derivatives
Total
Capital gains
Trading profit
Capital losses
Trading Losses
Net Profit
90,300
89,227
1,073
-
45,786
43,308
1,673
805
29
29
-
(20,924)
(12,109)
(8,815)
(1,421)
(1,421)
-
(33,467)
(12,118)
(14,159)
(7,190)
-
81,695
108,308
(12,486)
(14,127)
(1,392)
(1,392)
-
X
1,831,269
1,831,216
X
5,443,032
5,443,005
X
(1,720,085)
(1,718,989)
X
(5,782,385)
(5,782,385)
296,094
(616,410)
(615,394)
1,287,006
4,729,687
(1,483,892)
(4,663,173)
(130,372)
544,166
X
44
53
1,921,569
699,912
X
13,406
27
5,488,847
(235,053)
X
(44)
(1,096)
(1,742,430)
(1,118,668)
X
(544)
(5,815,852)
(109,643)
(388,241)
12,862
(1,016)
(240,013)
UniCredit SpA · 2008 Reports and Accounts 153
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part C) Income Statement (Continued)
Section 5 - Fair value adjustments in hedge accounting - Item 90
5.1 Fair value adjustments in hedge accounting: breakdown
Profit component/Values
A. Gains on:
A.1 Fair value hedging instruments
A.2 Hedged asset items (fair value)
A.3 Hedged liability items (fair value)
A.4 Cash-flow hedges
A.5 Assets and liabilities denominated in currency
Total gains on hedging activities (A)
B. Losses on:
B.1 Fair value hedging instruments
B.2 Hedged asset items (fair value)
B.3 Hedged liability items (fair value)
B.4 Cash-flow hedges
B.5 Assets and liabilities denominated in currency
Total losses on hedging activities (B)
C. Net profit from hedging activities (A - B)
2008
2007
1,619,424
536,920
37,720
107
2,194,171
113,472
75,826
232,814
422,112
(432,664)
(1,129)
(1,764,084)
(2,753)
(2,200,630)
(6,459)
(354,527)
(45,523)
(17,458)
(417,508)
4,604
Section 6 - Gains (losses) on disposals/repurchases - Item 100
6.1 Gains and losses on disposals/repurchases: breakdown
2008
Items/P&L items
Financial assets
1. Loans and receivables with banks
2. Loans and receivables with customers
3. Available-for-sale financial assets
3.1 Debt securities
3.2 Equity instruments
3.3 Units in investment funds
3.4 Loans
4. Held-to-maturity investments
Total assets
Financial liabilities
1. Deposits with banks
2. Deposits with customers
3. Debt securities in issue
Total liabilities
154 2008 Reports and Accounts · UniCredit SpA
2007
Gains
Losses
Net profit
Gains
Losses
Net profit
8
17
129,666
13,468
115,976
222
129,691
(78)
(421,799)
(34,931)
(24,194)
(9,688)
(1,049)
(456,808)
(70)
(421,782)
94,735
(10,726)
106,288
(827)
(327,117)
6
746,060
1,796
743,878
386
746,066
(2)
(1,827)
(265)
(288)
(1,274)
(1,829)
4
744,233
1,531
743,590
(888)
744,237
16,076
16,076
(9,039)
(9,039)
7,037
7,037
7,054
7,054
(60)
(60)
6,994
6,994
Section 7 - Gains and losses on financial assets/liabilities at fair value through
profit or loss - Item 110
7.1 Net change in financial assets and liabilities designated at fair value: breakdown
2008
Transactions/P&L items
1. Financial assets
1.1 Debt securities
1.2 Equity securities
1.3 Units in investment funds
1.4 Loans
2. Financial liabilities
2.1 Debt securities
2.2 Deposits from banks
2.3 Deposits from customers
3. Financial assets and liabilities in foreign currency:
exchange differences
4. Derivatives
4.1 Derivatives
- on debt securities and interest rates
- on equity securities and share indices
- on currency and gold
- other
4.2 Credit derivatives
Total derivatives
Total
Capital gains
Gains on
transfer
Capital losses
Losses on
transfer
-
17,062
17,062
-
(55,300)
(944)
(54,356)
-
(10,986)
(10,986)
-
(55,300)
(944)
(54,356)
6,076
6,076
-
X
X
X
X
-
X
-
11,794
11,794
X
11,794
28,856
X
(55,300)
(12,255)
(12,255)
X
(12,255)
(23,241)
(461)
(461)
(461)
(49,685)
Net profit
UniCredit SpA · 2008 Reports and Accounts 155
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part C) Income Statement (Continued)
Section 8 - Impairment losses - Item 130
8.1 Impairment losses on loans: breakdown
2007
2008
Write-downs (1)
Write-backs (2)
Specific
Specific
Transactions / P&L Items
A. Loans and receivables with banks
B. Loans and receivables with
customers
C. Total
Portfolio
Write-offs
Other
Portfolio
interest
other
interest
other
TOTAL
(3)=(1)-(2)
TOTAL
(19)
(5,143)
(768)
-
1,696
-
3,758
(476)
(325)
(104,048)
(104,067)
(37,755)
(42,898)
(10,079)
(10,847)
29,301
29,301
185,823
187,519
-
109,873
113,631
173,115
172,639
33,545
33,220
8.2 Impairment losses on available for sale financial assets: breakdown
2008
Write-downs (1)
Specific
Transactions / P&L Items
2007
Write-backs (2)
Specific
Write-offs
Other
interest
other
TOTAL
(3)=(1)-(2)
TOTAL
-
(568,537)
(403)
(568,940)
X
X
-
X
-
(568,537)
(403)
(568,940)
(4,837)
(4,837)
A. Debt securities
B. Equity instruments
C. Units in investment funds
D. Loans to banks
E. Loans to customers
F. Total
8.3 Impairment losses on held-to-maturity investments: breakdown
2007
2008
Write-downs (1)
Write-backs (2)
Specific
Specific
Transactions / P&L Items
A. Debt securities
B. Loans to banks
C. Loans to customers
D. Total
Portfolio
Write-offs
Other
Portfolio
interest
other
interest
other
TOTAL
(3)=(1)-(2)
TOTAL
-
-
-
-
-
-
20
20
20
20
-
156 2008 Reports and Accounts · UniCredit SpA
8.4 Impairment losses on other financial transactions: breakdown
2007
2008
Write-downs (1)
Write-backs (2)
Specific
Specific
Transactions / P&L Items
A. Guarantees given
B. Credit derivatives
C. Commitments to disburse funds
D. Other transactions
E. Total
Portfolio
Write-offs
Other
Portfolio
interest
other
interest
other
TOTAL
(3)=(1)-(2)
TOTAL
-
(43,249)
(43,249)
(1,706)
(1,706)
-
5,090
5,090
-
3,623
3,623
(36,242)
(36,242)
(11,094)
(11,094)
Columns “Write-backs - interest” in tables 8.1, 8.2, 8.3 and 8.4 disclose any increases in the presumed recovery value arising from
interest accrued in the year on the basis of the original effective interest rate used to calculate write-downs.
Section 9 - Administrative costs - Item 150
9.1 Payroll: breakdown
Type of expense
1) Employees
a) Wages and salaries
b) Social charges
c) Severance pay
d) Social security costs
e) Allocation to employee severance pay provision
f) Provision for retirement payments and similar provisions:
- defined contribution
- defined benefit
g) Payments to external pension funds:
- defined contribution
- defined benefit
h) Costs related to share-based payments
i) Other employee benefits
l) Recovery of compensation
2) Other staff
3) Directors
4) Early retirement costs
Total
2008
2007
(2,911,317)
(2,003,235)
(536,969)
(10,631)
(61,445)
(45,672)
(3,143)
(42,529)
(204,938)
(174,533)
(30,405)
(30,636)
(186,149)
168,358
(90,396)
(11,705)
(3,013,418)
(356,521)
(243,900)
(62,110)
(11,731)
9,008
(21,792)
(3,206)
(18,586)
(24,880)
(24,421)
(459)
(16,432)
(56,345)
71,661
(25,434)
(6,183)
(388,138)
UniCredit SpA · 2008 Reports and Accounts 157
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part C) Income Statement (Continued)
9.2 Average number of employees by category
Staff average number
a) Employees
1) Senior managers
2) Managers
3) Remaining staff
b) Other staff
Total
2008
2007
3,095
400
1,630
1,065
365
3,460
1,993
285
1,039
669
167
2,160
The average number is calculated as the arithmetic mean of the number of employees at the end of the period and the number at the end
of the prior period. The figures for 2008 reflect the centralisation of governance, planning and coordination functions of the Retail banks at
UniCredit S.p.A..
9.3 Defined benefit company pension funds: total cost
Pension and similar funds allowances - with defined benefits
Current service cost
Interest cost
Expected return on plan assets
Net actuarial gain/loss recognized in year
Past service cost
Gains/losses on curtailments and settlements
Total
2008
2007
(2,137)
(42,785)
2,393
(42,529)
(358)
(15,960)
771
(3,039)
(18,586)
2008
2007
(251,159)
(2,241,309)
(103,426)
(33,248)
(6,716)
(2,684)
(12,693)
(21,089)
(16,656)
(10,340)
(140,260)
(52,676)
(22,722)
(64,862)
(118,547)
(8,930)
(25,774)
(64,607)
(2,822)
(322,231)
(31,358)
(4,285)
(1,736)
(494)
(1,813)
(12,242)
(8,158)
(2,630)
(18,972)
(2,954)
(2,520)
(13,498)
(37,993)
(957)
(8,955)
(22,413)
9.5 Other administrative expense: breakdown
ITEMS
1) Indirect taxes and duties
2) Miscellaneous costs and expenses
Advertising marketing and comunication
- advertising - campaigns & media
- advertising - point of sale communication & direct marketing
- advertising - promotional expenses
- advertising - market and comunication rsearches
- sponsorship
- entertainment and other expenses
- convention and internal communications
Expenses related to credit risk
- legal expenses to credit recovery
- credit information and inquiries
- credit recovery services
Expenses related to personnel
- personnel area services
- personnel training & recruiting
- travel expenses and car rentals
158 2008 Reports and Accounts · UniCredit SpA
continued: (9.5 Other administrative expense: breakdown)
ITEMS
- premises rentals for personnel
- expenses for personnel financial advisors
Information comunication tecnology expenses
- lease of ICT equipment and software
- supply of small IT items
- ICT consumables (ICT)
- telephone, swift & data transmission (ICT)
- ICT service
- financial information providers
- repair and maintenance of ICT equipment
Consulting and professionals services
- technical consulting
- professional services
- management consulting
- legal and notarial expenses
Real estate expenses
- internal and external surveillance of premises
- real estate services
- cleaning of premises
- repair and mainteneance of forniture, machinery, equipment
- maintenece of premises
- premises rentals
- utilities
Other administrative expenses
- insurance
- office equipment rentals
- postage
- printing and stationery
- administrative services
- logistic services
- bank front office services
- trasport of documents
- supply of small office items
- donations
- association dues and fees
- other expenses
Total
2008
2007
(19,167)
(69)
(646,810)
(3,516)
(517)
(1,087)
(24,259)
(594,900)
(13,767)
(8,764)
(128,215)
(58,039)
(6,713)
(22,746)
(40,717)
(576,389)
(32,282)
(241,562)
(16,888)
(24,342)
(2,212)
(221,758)
(37,345)
(527,662)
(62,107)
(1,915)
(44,030)
(15,671)
(308,033)
(13,779)
(11,220)
(29,190)
(11,420)
(4,300)
(13,787)
(12,210)
(2,492,468)
(5,668)
(50,880)
(1,150)
(323)
(407)
(4,218)
(40,993)
(3,471)
(318)
(95,027)
(60,201)
(3,595)
(13,377)
(17,854)
(29,905)
(1,205)
(1,916)
(1,284)
(1,416)
(234)
(20,733)
(3,117)
(58,096)
(13,523)
(261)
(781)
(377)
(29,560)
(1,777)
(685)
(565)
(329)
(2,070)
(8,168)
(325,053)
UniCredit SpA · 2008 Reports and Accounts 159
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part C) Income Statement (Continued)
Section 10 - Provisions for risks and charges - Item 160
10.1 Net provisions for risks and charges: breakdown
2008
2007
Items/Components
Provisions
Reallocation
surplus
1. Other provisions
1.1 Legal disputes
1.2 Staff costs
1.3 Other
Total
(258,372)
(225,324)
(483,696)
65,389
16,427
81,816
TOTAL
TOTAL
(192,983)
(208,897)
(401,880)
(2,276)
(16,097)
(18,373)
Section 11 - Impairments/write-backs on property, plant and equipment - Item 170
11.1 Impairment on property, plant and equipment: breakdown
2008
Assets/P&L items
A. Property, plant and equipment
A.1 Owned
- for operational use
- for investment
A.2 Finance leases
- for operational use
- for investment
Total
Depreciation (a)
(56,440)
(56,439)
(1)
(56,440)
Impairment losses (b) Write-backs (c)
(477)
(477)
(477)
-
Net profit (a + b - c)
(56,917)
(56,916)
(1)
(56,917)
Section 12 - Impairments/write-backs on intangible assets - Item 180
12.1 Impairment on intangible assets: breakdown
2008
Assets/P&L items
A. Intangible assets
A.1 Owned
- generated internally by the company
- other
A.2 Finance leases
Total
160 2008 Reports and Accounts · UniCredit SpA
Depreciation (a)
(34,384)
(34,384)
(34,384)
Impairment losses (b) Write-backs (c)
-
-
Net profit (a + b -c)
(34,384)
(34,384)
(34,384)
Section 13 - Other net operating income - Item 190
13.1 Other operating expense: breakdown
Impairment losses on leasehold improvements (on non-separable assets)
Other costs related to the squeeze-out of BA-CA
Other costs related to the transfer to "Fondo depositi dormienti" (L. 266/2005 - D.P.R. 116/2007 as updated)
Other
Total
2008
2007
(45,184)
(53,085)
(66,263)
(93,355)
(257,887)
(4,392)
(4,389)
(8,781)
2008
2007
347,987
76,335
50,389
474,711
38,627
32,068
70,695
2008
2007
317,258
281,241
36,017
(130,073)
(28,992)
(101,081)
187,185
3,850
3,850
(180,172)
(179,091)
(1,081)
(176,322)
13.2 Other operating income: breakdown
Recovery of costs
Revenues for administrative services
Other Revenues
Total
Section 14 - Profit (Loss) of associates - Item 210
14.1 Profit (Loss) of associates: breakdown
P&L items
A. Income
1. Revaluations
2. Gains on disposal
3. Write-backs
4. Other positive changes
B. Expense
1. Write-downs
2. Impairment losses
3. Losses on disposal
4. Other negative changes
Net gains (losses)
UniCredit SpA · 2008 Reports and Accounts 161
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part C) Income Statement (Continued)
Section 15 - Net gains (losses) on property, plant and equipment and intangible
assets measured at fair value - Item 220
No data to be disclosed in this section.
Section 16 - Impairment of goodwill - Item 230
No data to be disclosed in this section.
Section 17 - Gains (losses) on disposal of investments - Item 240
17.1 Gains and losses on disposal of investments: breakdown
P&L items
A. Property
- Gains on disposal
- Losses on disposal
B. Other assets
- Gains on disposal
- Losses on disposal
Net gains (losses)
2008
2007
1,150
1,150
203
304
(101)
1,353
643
708
(65)
643
Section 18 - Tax expense (income) related to profit or loss from continuing
operations - Item 260
18.1 Tax expense (income) related to profit or loss from continuing operations: breakdown
P&L items
1. Current tax (+/-)
2. Adjustment to current tax of prior years (+/-)
3. Reduction of current tax for the year (+)
4. Changes to deferred tax assets (+/-)
5. Changes to deferred tax liabilties (+/-)
Tax for the year (+/-) (-1+/-2+3+/-4+/-5)
2008
2007
(1,270,454)
158,856
1,986,978
182,259
1,057,639
452,328
36,053
(337,350)
51,018
202,049
"Tax expense (income) related to profit or loss from continuing operations" includes the net result of the fiscal release of goodwill, achieved by
the application of art.15 of the Law Decree nr. 185 dated 11.29.2008, converted into Law nr. 2 dated 1.29.2009; consequently, current taxes
in the amount of e1,384,236 thousand and deferred tax asset in the amount of e2,379,156 thousand have been recognized.
162 2008 Reports and Accounts · UniCredit SpA
18.2 Reconciliation of theoretical tax charge to actual tax charge
TOTAL PROFIT OR LOSS BEFORE TAX FROM CONTINUING OPERATIONS (item 250)
Theoretical tax rate
Theoretical tax
1. Different tax rates
2. Non-taxable income - continuing differences
3. Non-tax-deductible expenses - continuing differences
4. Italian regional tax on production
5. Prior years and changes in tax rates
a) effects on current tax
- losses carried forward
- other previous year effects
b) effects on deferred tax
- changes in tax rates
- new tax levied (+) previous tax removed (-)
- other previous year effects
6. Valuation adjustments and non-recognition of deferred taxes
- write-downs on deferred tax assets
- recognition of deferred tax assets
- non-recognition of deferred tax assets
- non-recognition of deferred tax assets/liabilities under IAS 12.39 and 12.44
- other
7. Amortization of goodwill
8. Non-taxable foreign income
9. Withholding tax
10. Other differences
Tax entered to profit or loss
2008
2007
2,223,448
27,5%
(611,448)
864,613
(336,746)
(35,000)
(215,795)
158,856
158,856
(374,651)
(374,651)
2,426,162
2,379,156
47,006
432,188
(1,411,285)
(55,050)
1,057,639
1,655,465
33%
(546,303)
690,247
(109,443)
(107)
(156,599)
13,990
13,990
(170,589)
(170,589)
425,057
(100,803)
202,049
Section 19 - Gains (Losses) on groups of assets held for sale, net of tax Item 280
No data to be disclosed in this section.
UniCredit SpA · 2008 Reports and Accounts 163
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part C) Income Statement (Continued)
Section 20 - Other information
The following table gives the income statement for the period 1.1 - 10.31.2008 of the subsidiaries that were absorbed - with legal effect from
November 1, 2008 but in tax and accounting terms from January 1, 2008 - under the mentioned reorganization of the Group’s commercial
banks’ business in Italy.
Certain data arising from this corporate transaction were reclassified in order to arrive at a definitive and precise presentation of the year-end
results.
Due to the above the two periods’ data as given in the tables of the Notes to the Accounts are not comparable.
Income Statement of the absorbed subsidiaries
10.
20.
40.
50.
70.
80.
90.
100.
130.
150.
160.
170.
180.
190.
210.
240.
260.
290.
Intrest income and similar revenues
Interest expense and similar charges
Fee and commission income
Fee and commission expense
Dividend income and similar revenue
Gains and losses on financial assets and liabilities held for trading
Fair value adjustment in hedge accounting
Gain and losses on disposal of: a) loans, b) available-for-sale financial assets,
c) held-to-maturity investments, d) financial liabilities
Impairment losses on: a) loans, b) available-for-sale financial assets,
c) hed-to-maturity investments, d) other financial assets
Administrative costs
Provisions for risks and charges
Impairment/write-backs on property, plant and equipment
Impairment/write-backs on intangible assets
Other net operating income
Profit (loss) of associates
Gain and losses on disposal of investments
Tax expense (income) related to profit or loss from continuing operations
Net Profit or Loss for the year
164 2008 Reports and Accounts · UniCredit SpA
9,559,386
(4,566,596)
2,544,567
(135,180)
148,366
47,947
(3,278)
(18,702)
11,267
(4,589,138)
(248,103)
(50,156)
(31,133)
314,529
(595)
67
(54,358)
2,928,890
Section 21 - Earnings per share
Earnings per share
Net profit
Average number of outstanding shares 1
Average number of potential diluted shares
Average number of diluted shares
Earnings per share (e)
Diluted earnings per share (e)
2008
2007
3,281,087
13,204,598,686
10,058,850
13,214,657,536
0.248
0.248
1,857,514
11,071,586,463
20,454,351
11,092,040,814
0.168
0.167
1. Net of the average number of own shares. The 2007 figure also considers the effects of former Capitalia shareholders' withdrawal right.
UniCredit SpA · 2008 Reports and Accounts 165
Notes to the Accounts
Part D) Segment Reporting
UniCredit SpA · 2008 Reports and Accounts 167
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part D) Segment Reporting
Segment Reporting of UniCredit S.p.A., Parent Company of the UniCredit banking group, is provided in Part D of the consolidated notes to the
accounts, in accordance to the option provided by Banca d’Italia Circular 262 of December 22, 2005.
168 2008 Reports and Accounts · UniCredit SpA
UniCredit SpA · 2008 Reports and Accounts
Notes to the Accounts
Part E) Risks and Hedging Policies
Section 1 - Credit risk
Qualitative information
Quantitative information
A. Credit quality
B. Distribution and concentration of loans
C. Securisations and sale transactions
172
172
172
172
180
183
Section 2 - Market risks
Qualitative information
Quantitative information
198
198
198
Section 3 - Liquidity risk Qualitative information
218
218
Section 4 - Operational risks
Qualitative information
Quantitative information
221
221
221
UniCredit SpA · 2008 Reports and Accounts 171
Company Accounts and Annexes
Notes to the Accounts
(amounts in thousands of e)
Part E) Risks and Hedging Policies
This part of the Notes to the Accounts provides quantitative information on risks in respect of UniCredit S.pA. Qualitative information on risk
management and monitoring is provided in Part E of the Notes to the Consolidated Accounts.
Section 1 - Credit risk
QUANTITATIVE INFORMATION
A. CREDIT QUALITY
A. 1 Impaired and performing loans: amounts, writedowns, changes, economic and geographical distribution
A.1.1 Breakdown of financial assets by portfolio and credit quality (carrying value)
Portfolio/Quality
1. Financial assets held for trading
2. Available-for-sale financial assets
3. Held-to-maturity investments
4. Loans and receivables with banks
5. Loans and receivables with customers
6. Financial assets at fair value through
profit or loss
7. Financial assets classified as
held for sale
8. Hedging derivatives
Total 12.31.2008
Total 12.31.2007
Nonperforming
loans
Doubtful
loans
Restructured
exposure
Past-due
Country risk
Other Assets
Total
440
148,609
91,750
53
-
103,394
19,513
9,004,621
3,284,637
6,622,866
208,334,698
36,259,068
9,004,621
3,284,637
6,622,866
208,438,532
36,518,993
-
-
-
-
-
318,008
318,008
149,049
977,896
91,750
497
53
6,286
-
122,907
70,873
2,038,583
265,862,481
201,581,987
2,038,583
266,226,240
202,637,539
172 2008 Reports and Accounts · UniCredit SpA
A.1.2 Breakdown of financial assets by portfolio and credit quality (gross and net value)
Impaired assets
Portfolio/Quality
1. Financial assets held for trading
2. Available-for-sale financial assets
3. Held-to-maturity investments
4. Loans and receivables with banks
5. Loans and receivables with
customers
6. Financial assets at fair value
through profit or loss
7. Financial assets classified
as held for sale
8. Hedging derivatives
Total 12.31.2008
Total 12.31.2007
Gross
Exposure
Other assets
Specific
Portfolio
Write downs Adjustments Net Exposure
Gross
Portfolio
Exposure Adjustments
xxx
3,284,637
6,622,866
440 208,439,099
Net Exposure
Total (Net
Exposure)
xxx
( 1,007 )
9,004,621
3,284,637
6,622,866
208,438,092
9,004,621
3,284,637
6,622,866
208,438,532
4,427
( 3,987 )
-
643,703
( 403,291 )
-
240,412
36,320,841
( 42,260 )
36,278,581
36,518,993
-
-
-
-
xxx
xxx
318,008
318,008
648,130
( 407,278 )
4,567,946 ( 2,904,569 )
-
xxx
240,852 254,667,443
984,679 189,890,931
xxx
( 43,267 )
( 23,265 )
2,038,583
265,985,388
201,652,860
2,038,583
266,226,240
202,637,539
Gross
Exposure
Specific Write
downs
Portfolio
Adjustments
Net Exposure
4,427
104,401
211,775,217
211,884,045
( 3,987 )
xxx
xxx
( 3,987 )
( 1,007 )
( 1,007 )
440
103,394
211,775,217
211,879,051
51,718,317
51,718,317
xxx
-
( 7,331 )
( 7,331 )
51,710,986
51,710,986
A.1.3 On-balance and off-balance sheet exposure to banks: gross and net values
Exposure type / Amounts
A. On-balance-sheet exposure
a) Non-performing loans
b) Doubtful loans
c) Restructured exposure
d) Past due
e) Country risk
f) Other assets
Total A
B. Off-balance-sheet exposure
a) Impaired
b) Other
Total B
On-balance sheet exposures include all balance-sheet assets, including held-for-trading, available-for-sale, held-to-maturity assets, loans, assets at fair
value through profit or loss and assets held for sale.
Off-balance sheet exposure comprises guarantees given, commitments and derivatives regardless of each transaction’s classification category.
The gross exposure of credit derivatives for which protection has been sold corresponds to (i) the sum of the face value and the positive fair value in
respect of total rate of return swaps, (ii) to positive fair value in respect of credit spread swaps and (iii) to the notional value in respect of credit default
products and credit linked notes.
UniCredit SpA · 2008 Reports and Accounts 173
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
A.1.4 Balance-sheet exposure to banks: gross change in impaired exposures subject to "country risk"
Source / Categories
A. Opening balance
- of which: Sold and not derecognised
B. Increases
B.1 Transfers from performing loans
B.2 Transfers to other impaired exposure
B.3 Other increases
of which: business combinations
C. Reductions
C.1 Transfers to performing loans
C.2 Derecognised items
C.3 Recoveries
C.4 Sales proceeds
C.5 Transfers to other impaired exposure
C.6 Other reductions
of which: business combinations
D. Closing balance
- of which: Sold and not derecognised
Non-performing
loans
Doubtful
loans
Restructured
exposure
Past-due
Country
risk
28
4,492
4,418
74
74
93
62
31
31
4,427
-
1,774
1,774
1,734
1,774
1,735
39
39
-
-
-
71,408
54,722
54,722
6,767
21,729
205
21,524
104,401
-
Non-performing
loans
Doubtful loans
Restructured
exposure
Past-due
Country risk
28
4,040
3,978
62
62
81
62
19
19
3,987
-
1,734
1,734
1,734
1,734
1,696
38
38
-
-
-
535
5,078
768
4,310
4,213
4,606
3,697
61
848
1,007
-
A.1.5 Balance-sheet exposure to banks: change in overall impairments
Source/Categories
A.1 Opening balance
- of which: Sold and not derecognised
B. Increases
B.1 Writedowns
B.2 Transfers from other impaired exposure
B.3 Other increases
of which: business combinations
C. Reductions
C.1 Transfers to performing loans
C.2 Write-backs from recoveries
C.3 Write-offs
C.4 Transfers to other impaired exposure
C.5 Other reductions
of which: business combinations
D. Final gross writedowns
- of which: Sold and not derecognised
174 2008 Reports and Accounts · UniCredit SpA
A.1.6 Balance-sheet and off-balance sheet exposure to customers: gross and net values
Exposure type / Amounts
A. Balance-sheet exposure
a) Non-performing loans
b) Doubtful loans
c) Restructured exposure
d) Past due
e) Country risk
f) Other assets
Total A
B. Off-balance-sheet exposure
a) Impaired
b) Other
Total B
Gross
Exposure
Specific
Writedowns
Portfolio
Adjustments
Net Exposure
504,140
138,000
479
1,084
19,644
49,246,252
49,909,599
( 355,531 )
( 46,250 )
( 426 )
( 1,084 )
xxx
xxx
( 403,291 )
( 131 )
( 42,129 )
( 42,260 )
148,609
91,750
53
19,513
49,204,123
49,464,048
20,095
12,524,489
12,544,584
( 2,647 )
xxx
( 2,647 )
( 506,230 )
( 506,230 )
17,448
12,018,259
12,035,707
On-balance sheet exposures include all balance-sheet assets, including held-for-trading, available-for-sale, held-to-maturity assets, loans,
assets at fair value through profit or loss and assets held for sale.
Off-balance sheet exposure comprises guarantees given, commitments and derivatives regardless of each transaction’s classification category.
The gross exposure of credit derivatives for which protection has been sold corresponds to (i) the sum of the face value and the positive fair
value in respect of total rate of return swaps, (ii) to positive fair value in respect of credit spread swaps and (iii) to the notional value in respect
of credit default products and credit linked notes.
A.1.7 Balance-sheet exposure to customers: gross change in impaired exposure subject to country risk
Source/Categories
A. Opening balance - gross exposure
- of which: Sold not derecognised
B. Increases
B.1 Transfers from performing loans
B.2 Transfers from other impaired exposures
B.3 Other increases
of which: business combinations
C. Reductions
C.1 Transfers to performing loans
C.2 Derecognised items
C.3 Recoveries
C.4 Sales proceeds
C.5 Transfers to other impaired exposures
C.6 Other reductions
of which: business combinations
D. Closing balance gross exposure
- of which: Sold not derecognised
Non - performing
loans
Doubtful loans
Restructured
exposures
Past-due
Country risk
4,557,198
8,989,227
403,257
628,660
7,957,310
7,647,886
13,042,285
11,025
302,189
298,482
2,395
1,064
12,427,130
12,414,862
504,140
-
2,662
5,478,319
1,617,509
776,996
3,083,814
2,323,876
5,342,981
191,800
48,828
1,132,624
5,802
579,554
3,384,373
3,281,441
138,000
-
8,058
513,845
45,170
5,535
463,140
406,463
521,424
42,150
13,146
65,386
400,742
337,326
479
-
3,075,998
1,679,667
14,087
1,382,244
812,670
3,074,914
945,025
1
111,520
779,274
1,239,094
867,286
1,084
-
31,409
31,409
11,356
11,765
1,486
10,279
638
19,644
-
UniCredit SpA · 2008 Reports and Accounts 175
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
A.1.8 Balance-sheet exposure to customers: changes in overall impairment
Source/Categories
A. Opening gross writedowns
- of which: Sold not derecognised
B. Increases
B.1 Writedowns
B.2 Transfers from other impaired exposure
B.3 Other increases
of which: business combinations
C. Reductions
C.1 Transfers to performing loans
C.2 Write-backs from recoveries
C.3 Write-offs
C.4 Transfers to other impaired exposure
C.5 Other reductions
of which: business combinations
D. Closing gross writedowns
- of which: Sold not derecognised
Non - performing
loans
Doubtful loans
Restructured
exposures
Past-due
Country risk
3,579,302
5,717,540
647,284
183,542
4,886,714
4,814,822
8,941,311
23,876
99,589
302,189
108
8,515,549
8,125,107
355,531
-
2,165
1,039,524
41,421
71,874
926,229
903,489
995,439
91
67,766
48,828
192,593
686,161
595,710
46,250
-
1,772
42,399
151
20,326
21,922
21,922
43,745
101
7,546
15,631
20,467
8,314
426
-
139,964
1,354
8,764
129,846
99,765
138,880
15,993
1
76,174
46,712
25,212
1,084
-
2,637
131
2,506
2,142
2,506
1,164
1,342
635
131
-
A. 2 Breakdown of exposures according to external and internal ratings
A.2.1 Balance-sheet and off-balance sheet exposure by external rating class (book values)
External rating classes
Exposures
A. On-balance-sheet exposures
B. Derivative contracts
B.1 Financial derivative contracts
B.2 Credit derivatives
C. Guarantees given
D. Otfher commitments to disburse funds
Total
AAA/AA-
A+/A-
BBB+/BBB-
BB+/BB-
B+/B-
13,783,590 184,250,054
638,314
3,123,824
638,314
3,123,824
805,263 16,121,944
623,491
934,052
15,850,658 204,429,874
472,564
9,718
9,718
1,100,249
1,453
1,583,984
227,120
870
870
1,460,826
82,078
1,770,894
228,565
74,514
20,322
323,401
Lower than
B-
No
rating
TOTAL
243,041 62,138,165
1,321,769
1,111,286
210,483
24,902 20,219,578
- 17,183,526
267,943 100,863,038
261,343,099
5,094,495
4,883,142
211,353
39,807,276
18,844,922
325,089,792
Impaired assets are included in "Lower than B-" class.
The table details on- and off-balance sheet credits granted to counterparties rated by external rating agencies, which provide brief
assessments of the creditworthiness of different classes of borrowers such as Sovereigns, Banks, Public Entities, Insurance Companies and
(usually large) Enterprises.
The above disclosure refers to Standard and Poor’s ratings, together with those of the other two large agencies, Moody’s and Fitch.
In the case when more than one agency rating is available, the most prudential rating is assigned.
The “Investment Grade” area (from class AAA to BBB-), particularly the first two sections (AAA/AA- e A+/A-), comprises nearly all externally
rated exposures, since the corresponding counterparties are mainly banks.
Unrated exposures, i.e. those with no external rating, were 31% of the portfolio
176 2008 Reports and Accounts · UniCredit SpA
A.2.2 Balance-sheet and off-balance sheet exposure by internal rating class (book values)
Internal rating classes
Exposures
A. On-balance-sheet exposures
B. Derivative contracts
B.1 Financial derivative contracts
B.2 Credit derivatives
C. Guarantees given
D. Otfher commitments to disburse funds
Total
1
2
3
4
5
6
207,348,138
3,733,391
3,732,521
870
16,592,238
1,286,584
228,960,351
335,084
108,720
108,720
333,370
263,334
1,040,508
346,363
158,076
9,121
513,560
159,326
11,232
11,232
23,055
41,583
235,196
107,705
288,513
396,218
123,772
313,437
437,209
Continued: A.2.2 Balance-sheet and off-balance sheet exposure by internal rating class (book values)
Internal rating classes
7
8
9
10
Impaired
assets
no rating
TOTAL
223,201
1,398,702
74,898
1,696,801
18,175
72,702
12,559
103,436
224,578
43,534
4,461
272,573
12,634
39,091
27,667
79,392
240,852
17,448
258,300
52,203,271
1,241,152
1,030,669
210,483
20,527,110
17,124,715
91,096,248
261,343,099
5,094,495
4,883,142
211,353
39,807,276
18,844,922
325,089,792
Exposures
A. On-balance-sheet exposures
B. Derivative contracts
B.1 Financial derivative contracts
B.2 Credit derivatives
C. Guarantees given
D. Otfher commitments to disburse funds
Total
Internal classes
PD Range
1
2
3
4
5
6
7
8
9
10
0 <= PD <= 0.0004
0.0004 < PD <= 0.0010
0.0010 < PD <= 0.0022
0.0022 < PD <= 0.0049
0.0049 < PD <= 0.0089
0.0089 < PD <= 0.0133
0.0133 < PD <= 0.0198
0.0198 < PD <= 0.0360
0.0360 < PD <= 0.1192
0.1192 < PD
The table contains on- and off-balance sheet exposures grouped according to the counterparties’ internal rating.
UniCredit SpA · 2008 Reports and Accounts 177
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
Ratings are assigned to individual counterparties using Group banks’ internally-developed models included in their credit risk management
processes. The internal models validated by the regulators are ‘Group-wide’ (e.g. for Banks, Multinationals and Sovereigns).
The different rating scales of these models are mapped in a single master-scale of 10 classes (illustrated in the table above) based on
Probability of Default (PD).
Almost all internally-rated exposures were investment grade (classes 1 to 4), while exposures towards unrated counterparties were 28% of the
total. No rating is assigned to these counterparties as they belong to a segment not yet covered by the models or still in the roll-out phase.
A. 3 Breakdown of secured exposures by type of guarantee
1. Secured exposures to banks:
1.1 totally secured
1.2. partially secured
2. Secured exposures to customers:
2.1. totally secured
2.2. partially secured
-
3,577
18,083
-
- 200,127
3,577
-
10,750
TOTAL (1) + (2)
Other
entities
Other public
entities
Governments
Engagements
Other
entities
Banks
Other public
entities
Governments
Other assets
Securities
200,127
-
178 2008 Reports and Accounts · UniCredit SpA
Guarantees (2)
Credit derivatives
Banks
Collaterals (1)
Properties
Amount of the exposure
A.3.1 Secured balance-sheet exposures to banks and customers
-
-
-
-
-
-
-
- 200,127
-
-
-
-
-
-
-
-
-
3,577
10,750
1. Secured exposures to banks:
1.1 totally secured
1.2. partially secured
2. Secured exposures to customers:
2.1. totally secured
2.2. partially secured
Guarantees (2)
TOTAL (1) + (2)
Other
entities
Other public
entities
Governments
Engagements
Other
entities
Banks
Other public
entities
Governments
Securities
Other assets
Credit derivatives
Banks
Collaterals (1)
Properties
Amount of the exposure
A.3.2 Secured off-balance-sheet exposures to banks and customers
1,530
3,033
-
-
383
-
-
-
-
-
-
-
1,147
519
169
1,530
688
4,346
6,558
-
205
-
4,141
2,489
-
-
-
-
-
-
-
-
4,346
2,489
The amount shown in the “Amount of the Exposure”, in tables A.3.1. and A.3.2, column is the net exposure.
Classification of exposures as “totally secured” or “partially secured” is made by comparing the gross exposure with the amount of the
contractually agreed security.
UniCredit SpA · 2008 Reports and Accounts 179
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
B. Distribution and concentration of loans
B.1 Breakdown of balance-sheet and off-balance-sheet exposures to customers by main business sector
Governments and central banks
Exposures / Counterparties
A. Balance Sheet exposures
A.1 Non-performing loans
A.2 Doubtful loans
A.3 Restructured exposures
A.4 Past-due loans
A.5 Other exposures
Total A
B. Off-balance sheet exposures
B.1 Non-performing loans
B.2 Doubtful loans
B.3 Other impaired assets
B.4 Other exposures
Total B
Total 12.31.2008
Total 12.31.2007
Portfolio
Gross
Specific
Exposure Writedowns Adjustments
Net
Exposure
11,679,548
11,679,548
xxx
-
(54) 11,679,494
(54) 11,679,494
11,679,548
957,479
xxx
-
(54) 11,679,494
957,479
Continued: B.1 Breakdown of balance-sheet and off-balance-sheet exposures to customers by main business sector
Insurance companies
Exposures / Counterparties
A. Balance Sheet exposures
A.1 Non-performing loans
A.2 Doubtful loans
A.3 Restructured exposures
A.4 Past-due loans
A.5 Other exposures
Total A
B. Off-balance sheet exposures
B.1 Non-performing loans
B.2 Doubtful loans
B.3 Other impaired assets
B.4 Other exposures
Total B
Total 12.31.2008
Total 12.31.2007
180 2008 Reports and Accounts · UniCredit SpA
Portfolio
Gross
Specific
Exposure Writedowns Adjustments
Net
Exposure
55,448
55,448
xxx
-
(47)
(47)
55,401
55,401
55,448
108,536
xxx
-
(47)
-
55,401
108,536
Other public entities
Gross
Specific
Portfolio
Exposure Writedowns Adjustments
Financial companies
Net
Exposure
Gross
Specific
Portfolio
Exposure Writedowns Adjustments
Net
Exposure
461
125,149
1,084
33,596
160,290
(461)
(38,277)
(1,084)
xxx
(39,822)
(14)
(14)
36,278
86,872
33,582 32,065,350
120,454 32,101,628
(36,278)
xxx
(36,278)
(13,999) 32,051,351
(13,999) 32,051,351
19,124
19,124
179,414
37,381
(1,676)
xxx
(1,676)
(41,498)
(14,285)
(14)
(62)
17,448
- 7,950,234
17,448 7,950,234
137,902 40,051,862
23,034 29,106,353
xxx
(36,278)
(141,053)
(504,534) 7,445,700
(504,534) 7,445,700
(518,533) 39,497,051
(314,920) 28,650,380
Non-financial companies
Other borrowers
Gross
Specific
Portfolio
Exposure Writedowns Adjustments
Net
Exposure
(318,002)
(7,973)
(426)
xxx
(326,401)
(27,845)
(27,845)
148,332
4,878
53
5,363,490
5,516,753
1,067
40,619
41,686
(790)
xxx
(790)
(301)
(301)
277
40,318
40,595
971
(971)
3,633,285
xxx
3,634,256
(971)
(327,372)
9,505,255
7,829,464 (2,572,892)
(27,845)
(11,152)
3,633,285
3,633,285
9,150,038
5,245,420
940,970
940,970
982,656
8,269,658
xxx
(790)
(531,394)
(1,696)
(1,696)
(1,997)
(632)
939,274
939,274
979,869
7,737,632
466,334
12,851
479
5,391,335
5,870,999
Gross
Specific
Portfolio
Exposure Writedowns Adjustments
Net
Exposure
UniCredit SpA · 2008 Reports and Accounts 181
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
B.3 Breakdown of balance-sheet and off-balance-sheet exposures to customers by area
Other European
countries
Italy
Exposures /
Geographical areas
A. Balance Sheet
exposure
A.1 Non-performing
loans
A.2 Doubtful loans
A.3 Restructured
exposures
A.4 Past-due loans
A.5 Other exposures
Total A
B.Off-balance sheet
exposure
B.1 Non-performing
loans
B.2 Doubtful loans
B.3 Other impaired
assets
B.4 Other exposures
Total B
Total 12.31.2008
Total 12.31.2007
America
Asia
Rest of the world
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
447,494
125,149
135,974
86,872
33,545
12,663
12,021
4,823
16,255
-
-
5,458
-
62
-
1,388
188
552
55
42,386,690 42,378,401
42,959,333 42,601,247
479
5,304,732
5,351,419
53
5,284,797
5,301,694
1,084
1,218,825
1,236,164
1,207,397
1,207,397
283,695
289,153
281,104
281,166
71,954
73,530
71,937
72,544
17,448
-
-
971
-
-
-
-
-
-
6,827,727 6,321,497
6,846,851 6,338,945
49,806,184 48,940,192
38,279,041 34,320,561
2,837,834
2,837,834
8,189,253
5,341,711
2,837,834
2,837,834
8,139,528
5,333,884
2,712,806
2,713,777
3,949,941
2,841,533
2,712,806
2,712,806
3,920,203
2,754,173
145,217
145,217
434,370
233,229
145,217
145,217
426,383
227,575
905
905
74,435
87,279
905
905
73,449
86,288
19,124
B.4 Breakdown of balance-sheet and off-balance-sheet exposures to banks by area
Other European
countries
Italy
Exposures /
Geographical areas
A. Balance Sheet
exposure
A.1 Non-performing
loans
A.2 Doubtful loans
A.3 Restructured
exposures
A.4 Past-due loans
A.5 Other exposures
Total A
B.Off-balance sheet
exposure
B.1 Non-performing
loans
B.2 Doubtful loans
B.3 Other impaired
assets
B.4 Other exposures
Total B
Total 12.31.2008
Total 12.31.2007
America
Asia
Rest of the world
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
-
-
4,144
-
414
-
283
-
26
-
-
-
-
-
177,101,784 177,101,783 33,556,923 33,556,638
177,101,784 177,101,783 33,561,067 33,557,052
447,713
447,996
447,397
447,423
667,695
667,695
667,337
667,337
105,503
105,503
105,456
105,456
-
-
-
-
-
-
-
-
-
-
18,270,425
18,270,425
195,372,209
162,645,336
18,266,025
18,266,025
195,367,808
162,641,236
31,827,874
31,827,874
65,388,941
51,247,705
31,827,391
31,827,391
65,384,443
51,246,875
451,966
451,966
899,962
1,060,593
451,010
451,010
898,433
1,060,156
560,454
560,454
1,228,149
1,060,578
559,345
559,345
1,226,682
1,059,617
607,598
607,598
713,101
293,166
607,215
607,215
712,671
292,786
182 2008 Reports and Accounts · UniCredit SpA
C. Securisation and sale transactions
C.1 Securisation Transactions
Qualitative Information
No new securitization transactions were undertaken in 2008.
Securities worth e5,336 million were purchased and recognized as loans and receivables with customers; these originated from the
securitizations of Group companies, viz. Locat S.p.A. (now UniCredit Leasing S.p.A.), UniCredit Banca per la Casa S.p.A. (now UniCredit
Consumer Financing Bank S.p.A.) and HVB AG.
Accordingly the holding of securities eligible for refinancing with Banca d’Italia increased, raising UniCredit’s counterbalancing capacity.
Also part of the portfolio are:
• securitization transactions bought the previous year from Capitalia (Trevi Finance, Trevi Finance 2, Trevi Finance 3, Entasi, Caesar Finance
and Caesar Finance 2000);
• Fonspa securitizations and third-party securitizations recognized as "Available for sale financial assets" and "Loans and receivables with
customers", of which e937 million were originated by Group companies.
STRATEGIES, PROCESSES AND GOALS:
The goal of the transactions was largely to finance non-performing loan portfolios, diversify sources of funding,
improve asset quality and enhance the portfolio with management focused on recovery transactions.
INTERNAL MEASUREMENT AND RISK MONITORING
SYSTEMS:
The securitization portfolio is monitored on an ongoing basis as a part of servicing activities and is recorded in
quarterly reports with a breakdown of loan status and the trend of recoveries.
ORGANISATIONAL STRUCTURE AND SYSTEM FOR
REPORTING TO SENIOR MANAGEMENT:
Reporting related to the monitoring of portfolio collections takes the form of a report to senior management and
the Board of Directors.
HEDGING POLICIES:
Special purpose vehicles enter into IRS and interest rate cap contracts in order to hedge structure-related
risk and risk due to the difference between the variable-rate return for the securities issued and the return
anticipated from recoveries from the portfolio acquired.
OPERATING RESULTS:
At year-end 2008 profits from existing transactions largely reflected the impact of cash flows from collections
for the original defaulting loan portfolio. To be specific, collections for the year totaled e 138.81 million
(e 36.77 million for Trevi Finance, e 53.41million for Trevi 2 and e 48.63 million for Trevi 3).
UniCredit SpA · 2008 Reports and Accounts 183
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
NAME
Type of securitisation:
Originator:
Issuer:
Servicer:
Arranger:
Target transaction:
Type of asset:
Quality of asset:
Closing date:
Nominal Value of disposal portfolio:
Guarantees issued by the Bank:
Guarantees issued by Third Parties:
Bank Lines of Credit:
Third Parties Lines of Credit:
Other Credit Enhancements:
Other relevant information:
Rating Agencies:
Amount of CDS or other supersenior risk
transferred:
Amount and Conditions of tranching:
. ISIN
. Type of security
. Class
. Rating
. Nominal value issued
. Nominal value at the end of accounting period
. ISIN
. Type of security
. Class
. Rating
. Nominal value issued
. Nominal value at the end of accounting period
TREVI FINANCE
TREVI FINANCE 2
traditional
Banca di Roma S.p.A. 89%,
Mediocredito di Roma S.p.A. 11%
Trevi Finance S.p.A.
Trevi Finance N. 2 S.p.A.
UniCredit S.p.A.
UniCredit S.p.A.
Finanziaria Internazionale securitization Group S.p.a.
Finanziaria Internazionale securitization Group S.p.a., BNP
PARIBAS
Paribas Group, Banca di Roma S.p.A.
Funding
Funding
ordinary loans - mortgage loans
ordinary loans - mortgage loans
non performing
special purpose loan
non performing
special purpose loan
07. 21.1999
04.20.2000
E 2,689,000,000
E 94,000,000
E 2,425,000,000
E 98,000,000
Redemption of mezzanine securities C1 and C2 in issue
Redemption of mezzanine securities in issue
ABN AMRO engagement for e 250,000,000 to
guarantee the line of credit
e 438,189,898 to the vehicle to support its liquidity
e 380,000,000 to the vehicle to support its liquidity
The principal amount of the D-class security
The principal amount of the D-class security, fully
underwritten by the Bank is guaranteed to maturity by
acquired by Capitalia SpA (now UniCredit SpA) in the
zero coupon bonds issued by primary supranational and/
context of the partial non-proportional spin-off of MCC
or governmental institutions. The value of these collateral
to Capitalia, is guaranteed up to its maturity by zero
securities as at 12.31.2008 was e 152,714,510.11.
coupon bonds issued by primary supranational and/or
governmental institutions. The value of these collateral
securities as at 12.31.2008 was e 160,871,986.63.
Moody's / Duff & Phelps / Fitch
-
. ISIN
. Type of security
. Class
. Rating
. Nominal value issued
. Nominal value at the end of accounting period
184 2008 Reports and Accounts · UniCredit SpA
traditional
Banca di Roma S.p.A
XS0099839887
Senior
A
E 620,000,000
XS0099850934
Mezzanine
C1
n.r.
E 206,500,000
E 206,500,000
IT0003364228
Junior
D
n.r.
E 343,200,000
E 343,200,000
(from 02/18/2009
E 173,255,572)
XS0099847633
Mezzanine
B
Aaa/A-/AAA
E 155,000,000
XS0099856899
Mezzanine
C2
n.r.
E 210,700,000
E 357,632,958
XS0110624409
Senior
A
E 650,000,000
XS0110774808
Mezzanine
C
n.r.
E 355,000,000
E 639,161,452
XS0110624151
Senior
B
E 200,000,000
XS0110770483
Junior
D
n.r.
E 414,378,178
E 414,378,178 (from
2/06/2009 E 217,499,114)
NAME
Type of securitisation:
Originator:
Issuer:
Servicer:
Arranger:
Target transaction:
Type of asset:
Quality of asset:
Closing date:
Nominal Value of disposal portfolio:
Guarantees issued by the Bank:
Guarantees issued by Third Parties:
Bank Lines of Credit:
Third Parties Lines of Credit:
Other Credit Enhancements:
Other relevant information:
Rating Agencies:
Amount of CDS or other supersenior risk
transferred:
Amount and Conditions of tranching:
. ISIN
. Type of security
. Class
. Rating
. Nominal value issued
. Nominal value at the end of accounting period
. ISIN
. Type of security
. Class
. Rating
. Nominal value issued
. Nominal value at the end of accounting period
. ISIN
. Type of security
. Class
. Rating
. Nominal value issued
. Nominal value at the end of accounting period
TREVI FINANCE 3
ENTASI
traditional
Banca di Roma S.p.A. 92.2%,
Mediocredito Centrale S.p.A. 5.2%
Leasing Roma S.p.A. 2.6%
Trevi Finance N. 3 Srl
UniCredit S.p.A.
Finanziaria Internazionale securitization Group S.p.A.
ABN AMRO, MCC S.p.A.
Funding
Ordinary loans - mortgage loans
non performing
special purpose loan
05.25.2001
E 2,745,000,000
E 102,000,000
Redemption of mezzanine securities in issue
traditional
Banca di Roma S.p.A
Entasi Srl
UniCredit S.p.A.
Capitalia S.p.A.
Funding
Collateralised bond obligation
Trevi Finance 3 classes C1 and C2 securities
06.28.2001
E 320,000,000
Commitment in case of events entitling to early redemption of securities
in issue or to the repurchase of Trevi Finance 3 notes at a price sufficient
to redeem Entasi securities. The same commitment applies if Trevi
Finance 3 exercises the early redemption option of C1 securities.
-
ABN AMRO engagement for e275,000,000 to guarantee
the line of credit
e355,000,000 to the vehicle company in order to support
its liquidity
As at 12.31.2008 the portfolio of UniCredit S.p.A.
The principal amount of the D-class security underwritten by the
Bank is guaranteed up to its maturity by zero coupon bonds issued by (former Capitalia S.p.A.) includes ENTASI securities with a face value
of e 110,087,000.
primary supranational and/or governmental institutions. The value of
these collateral securities as at 12.31.2008 was e 160,350,877.85.
The C1 and C2 classes were fully underwritten by the Bank and then
restructured for their disposal. These securities were sold (for a nominal
amount of e320 milllion) to Entasi Srl, which placed them in the market
with institutional investors.
Moody's / S&P / Fitch
Moody's
-
XS0130116568
Senior
A
Aaa/AAA/AAA
E 600,000,000
E 8,502,000
XS0130117459
Mezzanine
C1
E 160,000,000
E 286,245,821
IT0003355911
Junior
D
n,r,
E 448,166,000
E 448,166,000
XS0130117020
Mezzanine
B
Aa1/A-/AAE 150,000,000
E 150,000,000
XS0130117616
Mezzanine
C2
E 160,000,000
E 282,648,438
ENTASI Series 2001-1
IT0003142996
Senior
Serie 1
A1
E 160,000,000
E 160,000,000
ENTASI Series 2001-2
IT0003143028
Senior
Serie 2
A1
E 160,000,000
E 160,000,000
UniCredit SpA · 2008 Reports and Accounts 185
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
STRATEGIES, PROCESSES AND GOALS:
INTERNAL MEASUREMENT AND RISK MONITORING
SYSTEMS:
ORGANISATIONAL STRUCTURE AND SYSTEM FOR
REPORTING TO SENIOR MANAGEMENT:
HEDGING POLICIES:
OPERATING RESULTS:
NAME
The goal of the transactions was largely to finance portfolios, diversify sources of funding and improve asset
quality.
The securitization portfolio is monitored on an ongoing basis by the servicing company and is recorded in
quarterly reports with a breakdown of security status and the trend of repayments.
Reporting produced by servicing companies on the monitoring of portfolio collections is forwarded to senior
management and the Board of Directors.
Special purpose vehicles enter into IRS contracts in order to hedge rate risk related to the structure of
underlying securities.
The results achieved up to the present are broadly in line with expectations; payments received from the
portfolio acquired ensured punctual and full payment to security holders and other parties to the transaction.
CAESAR FINANCE
CAESAR FINANCE 2000
Type of securitisation:
Originator:
Issuer:
Servicer:
Arranger:
traditional
Banca di Roma S.p.A
Caesar Finance S.A.
Bank of New York
Donaldson, Lufkin & Jenrette
Target transaction:
Type of asset:
Quality of asset:
Closing date:
Nominal Value of disposal portfolio:
Guarantees issued by the Bank:
Guarantees issued by Third Parties:
Bank Lines of Credit:
Third Parties Lines of Credit:
Other Credit Enhancements:
Other relevant information:
Rating Agencies:
Amount of CDS or other supersenior risk
transferred:
Amount and Conditions of tranching:
. ISIN
. Type of security
. Class
. Rating
. Nominal value issued
. Nominal value at the end of accounting period
. ISIN
. Type of security
. Class
. Rating
. Nominal value issued
. Nominal value at the end of accounting period
Funding
Collateralised bond obligation
performing
11.5.1999
E 360,329,000
Fitch / Moody's
-
traditional
Banca di Roma S.p.A
Caesar Finance 2000 S.A.
Bank of New York
Banca di Roma S.p.A - Donaldson, Lufkin & Jenrette Mittel Capital Markets
Funding
Collateralised bond obligation
performing
06.02.2000
E 500,000,000
-
186 2008 Reports and Accounts · UniCredit SpA
XS0103928452
Senior
A
AAA/Aaa
E 270,000,000
-
XS0103929773
Junior
B
n.r.
E 90,329,000
E 79,502,166
XS0112001762
Senior
A
E 410,000,000
XS0112002653
Junior
C
n.r.
E 51,000,000
E 51,000,000
XS0112001929
Mezzanine
B
E 39,000,000
-
Quantitative Information
C.1.1 Exposure resulting from securitisation transactions broken down by quality of underlying assets
Balance-sheet exposure
Senior
Mezzanine
Junior
Quality of underlying assets / Exposures
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
A. With own underlying assets:
a) Impaired
b) Other
B. With third-party underlying assets:
a) Impaired
b) Other
115,296
115,296
6,322,590
6,322,590
109,103
109,103
6,310,079
6,310,079
270,178
270,178
41,476
41,476
264,622
264,622
27,092
27,092
578,364
510,774
67,590
15,752
15,752
602,282
535,312
66,970
14,088
14,088
Continued: (C.1.1 Exposure resulting from securitisation transactions broken down by quality of underlying assets)
Guarantees given
Senior
Quality of underlying assets / Exposures
A. With own underlying assets:
a) Impaired
b) Other
B. With third-party underlying assets:
a) Impaired
b) Other
Mezzanine
Junior
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
-
-
557,358
557,358
55,000
55,000
94,302
94,302
55,000
55,000
-
-
Continued: (C.1.1 Exposure resulting from securitisation transactions broken down by quality of underlying assets)
Credit Facilities
Senior
Quality of underlying assets / Exposures
A. With own underlying assets:
a) Impaired
b) Other
B. With third-party underlying assets:
a) Impaired
b) Other
Mezzanine
Junior
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
Gross
exposure
Net
exposure
-
-
720,918
720,918
-
667,317
667,317
-
-
-
UniCredit SpA · 2008 Reports and Accounts 187
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
C.1.2 - Exposure resulting from the main "in-house" securitisation transactions broken down by type of securitised asset and by
type of exposure
BALANCE-SHEET EXPOSURE
Senior
Type of securitised assets /
exposure
A. Totally derecognised
A.1 TREVI FINANCE
Credit - Land Mortgage Loans
A.2 TREVI FINANCE 2
Credit - Land Mortgage Loans
A.3 TREVI FINANCE 3
Credit - Land Mortgage Loans
A.4 ENTASI
Collateralised bond obligation
A.5 CAESAR FINANCE
Collateralised bond obligation
A.6 CAESAR FINANCE 2000
Collateralised bond obligation
B. Partially derecognised
C. Non-derecognised
Mezzanine
Junior
Carrying
Value
Write-downs /
Write-backs
Carrying
Value
Write-downs /
Write-backs
Carrying
Value
Write-downs /
Write-backs
109,103
-
264,622
-
602,282
-
-
-
45,288
-
159,004
-
-
-
219,334
-
183,896
-
-
-
-
-
192,412
-
109,103
-
-
-
-
-
-
-
-
-
59,167
-
-
-
-
-
7,803
-
-
Continued: (C.1.2 - Exposure resulting from the main "in-house" securitisation transactions broken down by type of securitised asset and by type of exposure)
GUARANTEES GIVEN
Senior
Type of securitised assets /
exposure
A. Totally derecognised
A.1 TREVI FINANCE
Credit - Land Mortgage Loans
A.2 TREVI FINANCE 2
Credit - Land Mortgage Loans
A.3 TREVI FINANCE 3
Credit - Land Mortgage Loans
A.4 ENTASI
Collateralised bond obligation
A.5 CAESAR FINANCE
Collateralised bond obligation
A.6 CAESAR FINANCE 2000
Collateralised bond obligation
B. Partially derecognised
C. Non-derecognised
188 2008 Reports and Accounts · UniCredit SpA
Mezzanine
Net exposure
Write-downs /
Write-backs
-
Junior
Net exposure
Write-downs /
Write-backs
Net exposure
Write-downs /
Write-backs
-
94,302
-42,858
-
-
-
-
7,655
-1,535
-
-
-
-
-
-
-
-
-
-
86,647
-41,323
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Continued: (C.1.2 - Exposure resulting from the main "in-house" securitisation transactions broken down by type of securitised asset and by type of exposure)
CREDIT FACILITIES
Senior
Type of securitised assets /
exposure
A. Totally derecognised
A.1 TREVI FINANCE
Credit - Land Mortgage Loans
A.2 TREVI FINANCE 2
Credit - Land Mortgage Loans
A.3 TREVI FINANCE 3
Credit - Land Mortgage Loans
A.4 ENTASI
Collateralised bond obligation
A.5 CAESAR FINANCE
Collateralised bond obligation
A.6 CAESAR FINANCE 2000
Collateralised bond obligation
B. Partially derecognised
C. Non-derecognised
Mezzanine
Net exposure
Write-downs /
Write-backs
-
Junior
Net exposure
Write-downs /
Write-backs
Net exposure
Write-downs /
Write-backs
-
667,317
-
-
-
-
-
189,695
-
-
-
-
-
247,113
-
-
-
-
-
230,509
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
UniCredit SpA · 2008 Reports and Accounts 189
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
C.1.3 - Exposure resulting from the main third-party securitisation transactions broken down by type of securitised asset and by type of exposure (*)
Type of securitised assets / exposure
A.1 AUGUSTO CL. A1 - 2 em. (^)
- Public works and mortgage loans
A.2 AUGUSTO CL. A2 - 1 em. (^)
- Public works and mortgage loans
A.3 BIPCA CORDUSIO RMBS CL. A1
- Private Mortgage Loans
A.4 BIPCA CORDUSIO RMBS CL. A2
- Private Mortgage Loans
A.5 CORDUSIO RMBS 1 CL. A2
- Private Mortgage Loans
A.6 CORDUSIO RMBS 2 CL. A2
- Private Mortgage Loans
A.7 CORDUSIO RMBS 3 CL. A2
- Private Mortgage Loans
A.8 CORDUSIO RMBS 4 CL. A2
- Private Mortgage Loans
A.9 DIOCLEZIANO CL. A2 (^)
- Public works and mortgage loans
A.10 EUROCONNECT ISSUER LC 2007-1 CL. A
- Corporate Loans
A.11 EUROCONNECT ISSUER LC 2007-1 CL. B
- Corporate Loans
A.12 EUROCONNECT ISSUER LC 2007-1 CL. C
- Corporate Loans
A.13 EUROCONNECT ISSUER LC 2007-1 CL. D
- Corporate Loans
A.14 F-E PERSONAL LOANS 2003-1 CL. B
- Personal loans guraranteed by salary
A.15 GELDILUX TS 2005 CL.A
- Private loans
A.16 GELDILUX TS 2007 CL. A
- Private loans
A.17 GELDILUX TS 2008 CL. A2
- Private loans
A.18 HELICONUS
- Private Mortgage loans
A.19 LOCAT SV - Serie 1 2008 CL. A1
- Car / Equipments / Real Estate leasing
A.20 LOCAT SV - Serie 1 2008 CL.A2
- Car / Equipments / Real Estate leasing
A.21 LOCAT SV - Serie 2 2008 Cl. A
- Car / Equipments / Craft / Real Estate leasing
A.22 LOCAT SV - Serie 2006
- Car / Equipments / Real Estate leasing
A.23 LOCAT Securitization Vehicle 2
- Car / Equipments / Real Estate leasing
A.24 LOCAT SV Serie 2005
- Car / Equipments / Real Estate leasing
A.25 SCIP 2 (B2)
- Public agency loans (Real Estate)
A.26 OTHER 6 EXPOSURES
(*) list of details for exposures over e 3 million.
(^) securitisation ex Fonspa.
190 2008 Reports and Accounts · UniCredit SpA
Senior
Write-downs
Carrying
/ WriteValue
backs
BALANCE-SHEET EXPOSURE
Mezzanine
Write-downs
Carrying
/ WriteValue
backs
Junior
Write-downs
Carrying
/ WriteValue
backs
4,677
-
-
-
-
-
-
-
-
-
12,103
-
666,393
-
-
-
-
-
185,527
-
-
-
-
-
69,125
-
-
-
-
-
32,901
-
-
-
-
-
36,905
-
-
-
-
-
12,956
-
-
-
-
-
41,549
-
-
-
-
-
43,135
-7,585
-
-
-
-
-
-
10,203
-5,603
-
-
-
-
5,698
-4,974
-
-
-
-
5,410
-5,130
-
-
982
-
-
-
-
-
136,824
-
-
-
-
-
63,509
-
-
-
-
-
403,144
-
-
-
-
-
8,569
-1,016
-
-
-
-
551,157
-
-
-
-
-
1,594,346
-
-
-
-
-
2,305,525
-
-
-
-
-
69,099
-
-
-
-
-
60,924
-
-
-
-
-
18,492
-
-
-
-
-
4,340
13
5,781
-
-1,249
-
1,985
-1,761
Continued: (C.1.3 - Exposure resulting from the main third-party securitisation transactions broken down by type of securitised asset and by type of exposure)*
Type of securitised assets / exposure
A.1 AUGUSTO CL. A1 - 2 em. (^)
- Public works and mortgage loans
A.2 AUGUSTO CL. A2 - 1 em. (^)
- Public works and mortgage loans
A.3 BIPCA CORDUSIO RMBS CL. A1
- Private Mortgage Loans
A.4 BIPCA CORDUSIO RMBS CL. A2
- Private Mortgage Loans
A.5 CORDUSIO RMBS 1 CL. A2
- Private Mortgage Loans
A.6 CORDUSIO RMBS 2 CL. A2
- Private Mortgage Loans
A.7 CORDUSIO RMBS 3 CL. A2
- Private Mortgage Loans
A.8 CORDUSIO RMBS 4 CL. A2
- Private Mortgage Loans
A.9 DIOCLEZIANO CL. A2 (^)
- Public works and mortgage loans
A.10 EUROCONNECT ISSUER LC 2007-1 CL. A
- Corporate Loans
A.11 EUROCONNECT ISSUER LC 2007-1 CL. B
- Corporate Loans
A.12 EUROCONNECT ISSUER LC 2007-1 CL. C
- Corporate Loans
A.13 EUROCONNECT ISSUER LC 2007-1 CL. D
- Corporate Loans
A.14 F-E PERSONAL LOANS 2003-1 CL. B
- Personal loans guraranteed by salary
A.15 GELDILUX TS 2005 CL.A
- Private loans
A.16 GELDILUX TS 2007 CL. A
- Private loans
A.17 GELDILUX TS 2008 CL. A2
- Private loans
A.18 HELICONUS
- Private Mortgage loans
A.19 LOCAT SV - Serie 1 2008 CL. A1
- Car / Equipments / Real Estate leasing
A.20 LOCAT SV - Serie 1 2008 CL.A2
- Car / Equipments / Real Estate leasing
A.21 LOCAT SV - Serie 2 2008 Cl. A
- Car / Equipments / Craft / Real Estate leasing
A.22 LOCAT SV - Serie 2006
- Car / Equipments / Real Estate leasing
A.23 LOCAT Securitization Vehicle 2
- Car / Equipments / Real Estate leasing
A.24 LOCAT SV Serie 2005
- Car / Equipments / Real Estate leasing
A.25 SCIP 2 (B2)
- Public agency loans (Real Estate)
A.26 OTHER 6 EXPOSURES
Senior
Write-downs
Net
/ Writeexposure
backs
GUARANTEES GIVEN
Mezzanine
Write-downs
Net
/ Writeexposure
backs
Junior
Write-downs
Net
/ Writeexposure
backs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
55,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(*) list of details for exposures over e 3 million.
(^) securitisation ex Fonspa.
UniCredit SpA · 2008 Reports and Accounts 191
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
Continued: (C.1.3 - Exposure resulting from the main third-party securitisation transactions broken down by type of securitised asset and by type of exposure)*
Type of securitised assets / exposure
A.1 AUGUSTO CL. A1 - 2 em. (^)
- Public works and mortgage loans
A.2 AUGUSTO CL. A2 - 1 em. (^)
- Public works and mortgage loans
A.3 BIPCA CORDUSIO RMBS CL. A1
- Private Mortgage Loans
A.4 BIPCA CORDUSIO RMBS CL. A2
- Private Mortgage Loans
A.5 CORDUSIO RMBS 1 CL. A2
- Private Mortgage Loans
A.6 CORDUSIO RMBS 2 CL. A2
- Private Mortgage Loans
A.7 CORDUSIO RMBS 3 CL. A2
- Private Mortgage Loans
A.8 CORDUSIO RMBS 4 CL. A2
- Private Mortgage Loans
A.9 DIOCLEZIANO CL. A2 (^)
- Public works and mortgage loans
A.10 EUROCONNECT ISSUER LC 2007-1 CL. A
- Corporate Loans
A.11 EUROCONNECT ISSUER LC 2007-1 CL. B
- Corporate Loans
A.12 EUROCONNECT ISSUER LC 2007-1 CL. C
- Corporate Loans
A.13 EUROCONNECT ISSUER LC 2007-1 CL. D
- Corporate Loans
A.14 F-E PERSONAL LOANS 2003-1 CL. B
- Personal loans guraranteed by salary
A.15 GELDILUX TS 2005 CL.A
- Private loans
A.16 GELDILUX TS 2007 CL. A
- Private loans
A.17 GELDILUX TS 2008 CL. A2
- Private loans
A.18 HELICONUS
- Private Mortgage loans
A.19 LOCAT SV - Serie 1 2008 CL. A1
- Car / Equipments / Real Estate leasing
A.20 LOCAT SV - Serie 1 2008 CL.A2
- Car / Equipments / Real Estate leasing
A.21 LOCAT SV - Serie 2 2008 Cl. A
- Car / Equipments / Craft / Real Estate leasing
A.22 LOCAT SV - Serie 2006
- Car / Equipments / Real Estate leasing
A.23 LOCAT Securitization Vehicle 2
- Car / Equipments / Real Estate leasing
A.24 LOCAT SV Serie 2005
- Car / Equipments / Real Estate leasing
A.25 SCIP 2 (B2)
- Public agency loans (Real Estate)
A.26 OTHER 6 EXPOSURES
(*) list of details for exposures over e 3 million.
(^) securitisation ex Fonspa.
192 2008 Reports and Accounts · UniCredit SpA
Senior
Write-downs
Net
/ Writeexposure
backs
CREDIT FACILITIES
Mezzanine
Write-downs
Net
/ Writeexposure
backs
Junior
Write-downs
Net
/ Writeexposure
backs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
C.1.4 Exposure resulting from securitisation transactions broken down by portfolio and type
EXPOSURE / PORTFOLIO
1. Balance-sheet
exposures
- Senior
- Mezzanine
- Junior
2. Off-balance-sheet
exposures
- Senior
- Mezzanine
- Junior
TRADING
DESIGNATED AT
FAIR VALUE
AVAILABLE FOR
SALE
HELD-TOMATURITY
LOANS
12.31.2008
TOTAL
12.31.2007
TOTAL
-
-
182,252
160,941
21,311
-
-
7,145,016
6,258,242
270,404
616,370
7,327,268
6,419,183
291,715
616,370
2,284,251
1,228,064
448,863
607,324
-
-
-
-
816,618
816,618
-
816,618
816,618
-
1,090,782
1,090,782
-
This table shows the carrying value only of exposures arising from in-house securitization for which the assets sold have been derecognized as
well as securitizations carried out by others.
C.1.5 Securitised assets underlying junior securities or other forms of credit support
AMOUNT
ASSET/SECURITIES
A. Own underlying assets:
A.1 Totally derecognised
1. Non-performing loans
2. Doubtful loans
3. Restructured exposures
4. Past-due exposures
5. Other assets
A.2 Partially derecognised
1. Non-performing loans
2. Doubtful loans
3. Restructured exposures
4. Past-due exposures
5. Other assets
A.3 Non-derecognised
1. Non-performing loans
2. Doubtful loans
3. Restructured exposures
4. Past-due exposures
5. Other assets
B. Third party underlying assets:
B.1 Non-performing loans
B.2 Doubtful loans
B.3 Restructured exposures
B.4 Past-due exposures
B.5 Other assets
TRADITIONAL
SYNTHETIC
1,718,206
1,718,206
1,157,093
561,113
22,928
70
375
22,483
X
X
X
X
X
X
X
X
X
X
X
X
-
UniCredit SpA · 2008 Reports and Accounts 193
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
C.1.6 Stakes in special purpose vehicles
Name
Headquarters
Stake %
Augusto S.r.L.
Colombo S.r.L.
Diocleziano S.r.L
Entasi S.r.l.
Eurofinance 2000 S.r.l.
Trevi Finance S.p.A.
Trevi Finance n. 2 S.p.A.
Trevi Finance n. 3 S.r.l.
Milan - Via Pontaccio, 10
Milan - Via Pontaccio, 10
Milan - Via Pontaccio, 10
Rome - Largo Chigi 5
Rome - Largo Chigi 5
Conegliano (TV) - via Vittorio Alfieri, 1
Conegliano (TV) - via Vittorio Alfieri, 1
Conegliano (TV) - via Vittorio Alfieri, 1
5%
5%
5%
100%
98.97%
60%
60%
60%
C.1.7 Servicer activities – Collections of securitised loans and redemptions of securities issued by the special purpose vehicle
Securitised assets
(year end figures)
Loans collected
during the year
Percentage of securities redeemed (year end figures)
Senior
Servicer
Special Purpose Vehicle
UniCredit S.p.A.
Trevi Finance S.p.A.
Trevi Finance n. 2 S.p.A.
Trevi Finance n. 3 S.p.A.
Entasi S.r.l.
Impaired Performing
392,411
332,530
432,151
-
Impaired Performing
152,715
160,872
160,351
568,894
36,774
53,407
48,628
-
Mezzanine
Impaired Performing
assets
assets
18,066
100.00%
100.00%
79.00%
-
-
Junior
Impaired Performing Impaired Performing
assets
assets assets
assets
27.90%
-
-
-
-
C.2 Sales Transactions
C.2.1 Financial assets sold and not derecognised
Financial assets at
fair value through
profit and loss
Financial assets held
for trading
Type / Portfolio
A. Balance-sheet assets
1. Debt securities
2. Equity securities
3. UCIS
4. Loans
5. Impaired assets
B. Derivatives
Total 12.31.2008
Total 12.31.2007
194 2008 Reports and Accounts · UniCredit SpA
Available for sale
financial assets
Held-to-maturity
investments
A
B
C
A
B
C
A
B
C
A
B
C
3,624,094
3,624,094
3,624,094
1,424,226
-
-
X
-
X
-
-
750,320
750,320
750,320
957,860
X
-
X
-
3,676,599
3,676,599
X
X
X
3,676,599
2,762,305
X
X
X
-
X
X
X
-
Continued: (C.2.1 Financial assets sold and not derecognised)
Loans and receivables with Banks
Type / Portfolio
A. Balance-sheet assets
1. Debt securities
2. Equity securities
3. UCIS
4. Loans
5. Impaired assets
B. Derivatives
Total 12.31.2008
Total 12.31.2007
Loans and receivables with customers
TOTAL
A
B
C
A
B
C
12.31.2008
12.31.2007
6,920,858
6,920,858
X
X
X
6,920,858
-
X
X
X
-
X
X
X
-
1,594,345
1,594,345
X
X
X
1,594,345
810,023
X
X
X
-
X
X
X
-
16,566,216
16,566,216
16,566,216
-
5,954,414
5,954,414
5,954,414
LEGEND:
A = Financial assets sold and fully recognised (carrying value)
B = Financial assets sold and partially recognised (carrying value)
C = Financial assets sold and partially recognised (total value)
C.2.2 Financial liabilities relating to financial assets sold and not derecognised
Liabilities / Asset portfolios
1. Deposits from customers
a) relating to fully recognised assets
b) relating to partially recognised assets
2. Deposits from Banks
a) relating to fully recognised assets
b) relating to partially recognised assets
Total 12.31.2008
Total 12.31.2007
Financial
Financial assets at fair Available for
assets hedl value through sale financial
for trading profit and loss
assets
1,436,332
1,436,332
2,171,700
2,171,700
3,608,032
1,406,999
-
748,512
748,512
748,512
923,743
Held-tomaturity
investments
Loans and
receivables
with Banks
Loans and
receivables
with
customers
TOTAL
561,596
561,596
2,723,250
2,723,250
3,284,846
2,153,295
400,343
400,343
6,408,781
6,408,781
6,809,125
-
1,206,555
2,398,271
2,398,271
12,052,244
12,052,244
14,450,515
5,690,592
Buy-Back Of Securitized Assets (Garda 1)
In 2008, on authorization by Banca d’Italia, the Garda Securitisation Series 2001-1 originated by Bipop-Carire S.p.A. and FinecoBank S.p.A.
was closed out. The underlying assets had been derecognized by the originators as prescribed by the then ruling accounting principles.
The originators bought back the residual underlying mortgage loans at fair value.
The fair value of the loans outstanding at the buy-back date was e703 million (of which e240m relating to Fineco and e463m to Bipop).
These loans were recognized in the originators’ accounts at face value less write-downs viz. e649 million (of which e214m relating to Fineco
and e435 relating to Bipop) and the negative difference from the buy-back fair value, net of the tax effect, was e37 million (of which e17m
relating to Fineco and e20m relating to Bipop) and was taken to equity.
The originators’ equity benefited from a e12 million positive difference (of which e6m relating to Fineco and e6m to Bipop) – net of the tax
effect – between redemption and carrying value of the bonds retained by the originators (and recognized in item 40 Available-for-sale financial
assets) on initiating the securitizations now closed out.
UniCredit SpA · 2008 Reports and Accounts 195
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
The net effect of closing out this securitization was a e14m reduction in shareholders’ equity. Since Bipop Carire S.p.A. had been absorbed by
UniCredit S.p.A., this amount was recognized in the accounts of the latter.
Information on Structured Credit Products and OTC Derivatives
The impairment losses of US subprime mortgages which began in the second half of 2007 caused a general widening of credit spreads and
a gradual transformation of the securitized credits market into an illiquid market characterized by forced sales. This contributed significantly to
the later difficulties in the financial markets, which are still in turmoil.
Given this situation the market’s need for information on the exposures held by banks increased with structured credit products being traded
directly or through SPVs. Already in 2007 UniCredit Group provided ample information on these products, on the operations of the conduits
sponsored by it and on OTC derivatives, together with the principles followed to measure and manage risk.
In 2008, additionally, several international and Italian organisms and regulators (viz., the Financial Stability Forum, the CEBS – Committee
of European Banking Supervisors, Banca d’Italia and CONSOB) published documents encouraging or requiring banks to increase disclosure
of their investments in consolidated SPEs (Special Purpose Entities), structured credit products, OTC derivatives and fair value hedges, in
accordance with a proposal based on current best practice for financial information.
Starting with its Consolidated First Half 2008 Report, the UniCredit Group therefore provided this information, which has been updated to
December 31, 2008 in Part (E) of the Notes to the Consolidated Accounts, which please see for details.
Please see Section C.1 above for information on the Company’s activity as originator and investor in securitizations.
The Company does not act as sponsor of proprietary conduits or other Group entities, nor does it have exposures to ‘US subprime’ financial
instruments.
Information on OTC derivatives follows.
Trading Derivatives with Customers
The business model governing OTC derivatives trading with customers provides for centralization of market risk in the MIB Division, while credit
risk is assumed by the Group company which, under the divisional or geographical segmentation model, manages the relevant customer’s
account.
The Group’s operational model provides for customer trading derivatives business to be carried on, as part of each subsidiary’s operational
independence:
- by the Italian commercial banks that close transaction in OTC derivatives in order to provide non-institutional clients with products to manage
currency, interest-rate and price risk. Under these transactions, the commercial banks transfer their market risks to the MIB Division by
means of equal and opposite contracts, retaining only the relevant counterparty risk. The commercial banks also place or collect orders on
behalf of others for investment products with embedded derivatives (e.g., structured bonds);
- by the MIB Division operating with large corporates and financial institutions, in respect of which it assumes and manages both market and
counterparty risk;
- by HVB AG, BA-CA AG and Pekao, which transact business directly with their customers.
196 2008 Reports and Accounts · UniCredit SpA
UniCredit Group trades OTC derivatives on a wide range of underlyings, e.g.: interest rates, currency rates, share prices and indexes,
commodities (precious metals, base metals, petroleum and energy materials) and credit rights.
OTC derivatives offer considerable scope for personalization: new payoff profiles can be constructed by combining several OTC derivatives
(for example, a plain vanilla IRS with one or more plain vanilla or exotic options). The risk and the complexity of the structures obtained in this
manner depend on the respective characteristics of the components (reference parameters and indexation mechanisms) and the way in which
they are combined.
Credit and market risk arising from OTC derivatives business is controlled by the Chief Risk Officer competence line (CRO) in the Parent and/or
in the Division or subsidiary involved. This control is carried out by means of guidelines and policies covering risk management, measurement
and control in terms of principles, rules and processes, as well as by setting VaR limits.
This business with non-institutional clients does not entail the use of margin calls, whereas with institutional counterparties (dealt with by the
MIB Division) recourse may be made to credit risk mitigation techniques, for example “netting” and/or collateral agreements.
In addition to the information given in chapter 17 - Other Information – Fair Value of Part A) Accounting Policies, it should be noted that writedowns and write-backs of derivatives to take account of counterparty risk are determined in line with the procedure used to assess other credit
exposure, specifically:
- performing exposure to non-institutional clients of the Italian commercial banks is valued in terms of PD (Probability of Default) and LGD (Loss
Given Default), in order to obtain a value in terms of ‘expected loss’ to be used for items designated and measured at fair value;
- non-performing positions are valued in terms of estimated expected future cash flow according to specific indications of impairment (which
are the basis for the calculation of the amount and timing of the cash flow).
The impact on the 2008 Income Statement of write-downs and write-backs of derivatives to take account of counterparty risk totaled a
negative contribution of e 4 million related to write-downs of the net exposure towards Lehman Brothers (coverage ratio 90%).
Here follows the breakdown of balance-sheet asset item 20 “Financial assets held for trading” and of balance-sheet liability item 40 “Financial
liability held for trading”.
To make the distinction between customers and banking counterparties, the definition contained in Banca d’Italia Circular No. 262 of December
22, 2005 (which was used for the preparation of the accounts) was used as a reference.
Structured products were defined as derivative contracts that incorporate in the same instrument forms of contracts that generate exposure to
several types of risk (with the exception of cross currency swaps) and/or leverage effects.
The balance of item 20 “Financial assets held for trading” with regard to derivative contracts totaled e 2,844 million (with a notional value
of e 128,003 million) including e 652 million with customers, only referred to plain vanilla instruments (with a notional value of e 31,684
million). The notional value of derivatives with banking counterparties totaled e 96,319 million (fair value of e 2,192 million) including
e 1,556 million related to structured derivatives (fair value of e 22 million).
The balance of item 40 “Financial liabilities held for trading” with regard to derivative contracts totaled e 3,800 million (with a notional value of
e 96,357 million) including e 1,552 million with customers. The notional value of derivatives with customers amounted to e 39,833 million
including e 39,630 million in plain vanilla (with a fair value of e 1,534 million) and e 203 million in structured derivatives (with a fair value of
e 18 million). The notional value of derivatives with banking counterparties totaled e 56,523 million (fair value of e 2,248 million) including
e 93 million related to structured derivatives (fair value of e 15 million).
UniCredit SpA · 2008 Reports and Accounts 197
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
Section 2 - Market risks
Please see Part E of these Notes for information on interest-rate and price sensitivity analysis.
2. 2 Interest rate risk - banking portfolio
QUANTITATIVE INFORMATION
1. Banking portfolio: distribution by maturity (repricing date) of financial assets and liabilities Denomination currency: EUR
Type / Maturity
1. Balance-sheet assets
1.1 Debt securities
- with prepayment option
- other
1.2 Loans to banks
1.3 Loans to customers
- current accounts
- other loans
- with prepayment option
- other
2. Balance-sheet liabilities
2.1 Deposits from customers
- current accounts
- other loans
- with prepayment option
- other
2.2 Deposits from banks
- current accounts
- other loans
2.3 Debt securities
- with prepayment option
- other
2.4 Other liabilities
- with prepayment option
- other
Up to 3
months
On demand
From 6
months to
1 year
From 3 to
6 months
- 39,959,305
63,764,718 78,442,267
From 1 to
5 years
From 5 to
10 years
Over 10
years
Unspecified
term
8,440,697
4,928,517
1,765,396
279,462
3,698,486
2,162,536
1,141,191
19,026
1,414,148
-
7,295,262
450
-
-
-
-
-
-
188,403 21,890,872
1,363,721
384,185
1,399,020
2,115,965
1,991
148,547
72,736
763,508
664,457
8,268
9,363
-
-
-
-
320,761
2,073,586
4,376
90,377
30,853
952,439
261,388
-
12,552,442
77,607,803 39,464,729
4,686,883
3,162,012
11,777
70,293
759,710
-
1,257
355,043 55,850,857 11,923,611 11,730,696 17,753,548
6,243,307
1,214,323
-
-
-
-
198 2008 Reports and Accounts · UniCredit SpA
-
-
-
-
-
Continued: 1. Banking portfolio: distribution by maturity (repricing date) of financial assets and liabilities Denomination currency: EUR
Type / Maturity
3. Financial derivatives
3.1 With underlying securities
- Options
+ Long positions
+ Short positions
- Other
+ Long positions
+ Short positions
3.2 Without underlying security
- Options
+ Long positions
+ Short positions
- Other
+ Long positions
+ Short positions
Up to 3
months
On demand
From 6
months to
1 year
From 3 to
6 months
From 1 to
5 years
From 5 to
10 years
Over 10
years
Unspecified
term
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,079,803
1,083,982
1,062,682
1,065,444
946,756 12,841,584
946,756 12,896,300
2,584,771
2,584,771
8,959
8,959
-
- 30,584,738
- 79,319,208
1,734,307
9,764,637
5,857,306 25,690,932 10,329,603
2,763,331 8,961,767 4,928,806
1,507,175
1,121,856
-
UniCredit SpA · 2008 Reports and Accounts 199
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
1. Banking portfolio: distribution by maturity (repricing date) of financial assets and liabilities Denomination currency: USD
Type / Maturity
1. Balance-sheet assets
1.1 Debt securities
- with prepayment option
- other
1.2 Loans to banks
1.3 Loans to customers
- current accounts
- other loans
- with prepayment option
- other
2. Balance-sheet liabilities
2.1 Deposits from customers
- current accounts
- other loans
- with prepayment option
- other
2.2 Deposits from banks
- current accounts
- other loans
2.3 Debt securities
- with prepayment option
- other
2.4 Other liabilities
- with prepayment option
- other
3. Financial derivatives
3.1 With underlying securities
- Options
+ Long positions
+ Short positions
- Other
+ Long positions
+ Short positions
3.2 Without underlying security
- Options
+ Long positions
+ Short positions
- Other
+ Long positions
+ Short positions
Up to 3
months
On demand
From 6
months to
1 year
From 3 to
6 months
From 1 to
5 years
From 5 to
10 years
Over 10
years
Unspecified
term
617,317
37,229
4,062,529
5,230
439,497
6,197
52,784
17,172
204,340
84,673
-
17,689
-
-
33,564
119,981
-
-
-
-
-
-
71
151,775
82,669
121,696
614,134
130,115
68,544
62
61,832
609,147
-
-
-
-
-
-
4
591,302
3,790
57,532
2,200
-
-
-
106,521
2,877,002
8,740,889
387,982
29,910
442,810
544,403
-
-
-
9,584,123
1,166,584
372,899
334,018
2,689
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,762
-
2,492
-
-
52,131
-
-
-
-
- 22,628,574
- 5,892,518
1,442,793
842,594
1,205,727
413,222
1,055,575
13,652
578,429
-
-
-
200 2008 Reports and Accounts · UniCredit SpA
1. Banking portfolio: distribution by maturity (repricing date) of financial assets and liabilities Denomination currency: Other currencies
Type / Maturity
1. Balance-sheet assets
1.1 Debt securities
- with prepayment option
- other
1.2 Loans to banks
1.3 Loans to customers
- current accounts
- other loans
- with prepayment option
- other
2. Balance-sheet liabilities
2.1 Deposits from customers
- current accounts
- other loans
- with prepayment option
- other
2.2 Deposits from banks
- current accounts
- other loans
2.3 Debt securities
- with prepayment option
- other
2.4 Other liabilities
- with prepayment option
- other
3. Financial derivatives
3.1 With underlying securities
- Options
+ Long positions
+ Short positions
- Other
+ Long positions
+ Short positions
3.2 Without underlying security
- Options
+ Long positions
+ Short positions
- Other
+ Long positions
+ Short positions
Up to 3
months
On demand
From 6
months to
1 year
From 3 to
6 months
From 1 to
5 years
From 5 to
10 years
Over 10
years
Unspecified
term
346,533
127,116
2,390,769
149,237
585
160,454
-
-
-
2,200
-
-
-
-
-
-
-
22,878
145,127
31,453
16,821
72,486
59,556
441
-
32,126
52,861
-
2,973
-
-
-
-
259
740,732
82,929
23,059
1,839
314,618
-
-
254,596
1,249,371
1,912,558
334,514
114,792
-
220,681
-
-
-
4,934,501
554,054
254,395
121,207
29,885
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,979,172
2,929,518
1,740,612
86,685
2,061,665
539,896
1,614,641
408,983
1,053,398
-
23,783
-
-
This distribution is made on the basis of the period between the balance sheet date and the first following yield review date.
For fixed-rate transactions the residual life is the period from the balance sheet date to final maturity.
On balance sheet items are disclosed at their carrying value.
UniCredit SpA · 2008 Reports and Accounts 201
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
Derivatives are shown, under the double entry method, at settlement value for those with underlying securities and at the notional value for those
without underlying securities.
Options are shown at their delta equivalent value
2. 4 Price Risk - Banking Portfolio
QUANTITATIVE INFORMATION
1. Banking portfolio: exposures in equity instruments and investment fund units
Types of exposure / Values
A. Equity instruments
A.1 Shares
A.2 Innovative capital instruments
A.3 Other equity instruments
B. Investment fund units
B.1 Under Italian law
- harmonised open-ended
- non-harmonised open-ended
- closed-ended
- reserved
- speculative
B.2 Other EU countries
- harmonised
- non-harmonised open-ended
- non-harmonised closed-ended
B.3 Non-EU countries
- open-ended
- closed-ended
Total
202 2008 Reports and Accounts · UniCredit SpA
Carrying amount
Listed
45,739,489
45,739,489
400,368
15,382
15,382
384,806
126,890
257,916
180
180
46,139,857
Unlisted
25,154,966
25,154,966
255,827
204,773
188,518
16,255
51,054
51,054
25,410,793
2. 5 Exchange Rate Risk
QUANTITATIVE INFORMATION
1. Distribution of assets, liabilities and derivatives by currency
Valute
US Dollar
GB Pound
Yen
Renminbi
(Yuan)
Swiss
franc
Other
currencies
169,716
1,372
4,214,613
1,426,457
19
44,275
150,599
858,199
85,375
30,968
257,532
8,065
3,111
36,093
169,083
-
578
643,251
10,991
5,402
126,440
26,737
390,219
141,122
16,361
9,629,167
2,796,902
11,570,551
541,526
1,347,722
1,061,441
6,707,598
158,562
204,564
24,795
746,789
1,670
96,002
58,904
192
601,974
76,735
82,041
660
818,325
51,830
197,000
8,778
66,272
66,663
-
-
-
-
48,821
24,604,052
5,150,093
30,526,776
29,754,902
771,874
9,142,003
882,514
10,267,144
10,157,837
109,307
957,388
256,778
1,226,096
1,234,596
(8,500)
205,176
155,098
50,078
746,716
643,185
1,406,938
1,404,595
2,343
1,523,403
1,040,967
2,224,282
2,165,721
58,561
Items
A. Financial assets
A.1 Debt securities
A.2 Equity securities
A.3 Loans to banks
A.4 Loans to customers
A.5 Other financial assets
B. Other assets
C. Financial liabilities
C.1 Deposits from banks
C.2 Deposits from customers
C.3 Debt securities in issue
D. Other liabilities
E. Financial derivatives
- Options
+ Long positions
+ Short positions
- Other derivatives
+ Long positions
+ Short positions
Total assets
Total liabilities
Difference (+/-)
Derivatives are shown, under the double entry method, at settlement value for those with underlying securities and at the notional value for
those without underlying securities.
Options are shown at their delta equivalent value.
All amounts are in euros.
UniCredit SpA · 2008 Reports and Accounts 203
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
2. 6 Derivative Financial Instruments
A. FINANCIAL DERIVATIVES
A.1 Regulatory trading portfolio: end-of-period notional amounts and average
Bonds and interest rate
instruments
Transaction types/Underlying assets
1. Forward rate agreements
2. Interest rate swaps
3. Domestic currency swaps
4. Currency interest rate swaps
5. Basis swaps
6. Stock index swaps
7. Commodity index swaps
8. Futures
9. Cap options
- Purchased
- Issued
10. Floor options
- Purchased
- Issued
11. Other options
- Purchased
- Plain vanilla
- Exotic
- Issued
- Plain vanilla
- Exotic
12. Forwards
- Purchased
- Sold
- Currencies/Currencies
13. Other derivative contracts
Total
Average amounts
Equity securities and share
indices
Exchange rates
and gold
Listed
Unlisted
Listed
Unlisted
Listed
Unlisted
422,394
422,394
422,394
959,969
116,048,946
57,413,126
423,481
253,011
170,470
82,540
82,540
173,968,093
248,358,189
251,561
4,376,197
2,010,459
1,559,796
450,663
2,365,738
1,916,472
449,266
-
4,058,745
4,058,745
4,058,745
4,058,745
1,352,915
63,667
200,016
148,298
148,298
51,718
51,718
13,258,760
820,576
1,009,996
11,428,188
13,522,443
26,497,704
4,376,197
27,201,778
This table gives the notional values of financial derivatives classified in the regulatory trading book. Derivatives belonging to this portfolio may
not be the same as derivatives classified in the held for trading portfolio for accounting purposes (see Table A.2.2).
204 2008 Reports and Accounts · UniCredit SpA
Other underlying
assets
12.31.2008
TOTAL
12.31.2007
TOTAL
Listed
Unlisted
Listed
Unlisted
Listed
Unlisted
1,721
9,626
4,813
4,813
4,813
4,813
4,058,745
4,058,745
4,058,745
422,394
422,394
4,481,139
2,566,166
116,048,946
63,667
57,413,126
423,481
253,011
170,470
82,540
82,540
4,585,839
2,163,570
1,712,907
450,663
2,422,269
1,973,003
449,266
13,258,760
820,576
1,009,996
11,428,188
191,876,359
302,063,098
209,031
516,153
170,460
170,460
345,693
345,693
751
391
360
725,935
749,255
6,150,948
194,773,313
468,499
890,945
28,488,283
35,029,853
16,108,151
18,921,702
17,512,811
6,063,778
11,449,033
45,560,221
22,508,093
22,041,804
466,289
23,052,128
22,587,236
464,892
33,936,670
22,365,310
9,830,589
1,740,771
523,218
363,334,761
206,067,974
9,626
5,427
UniCredit SpA · 2008 Reports and Accounts 205
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
A.2 Banking book: end-of-period notional amounts
A.2.1 Hedging derivatives
Bonds and interest rate
instruments
Transaction types/underlying assets
1. Forward rate agreements
2. Interest rate swaps
3. Domestic currency swaps
4. Currency interest rate swaps
5. Basis swaps
6. Stock index swaps
7. Commodity index swaps
8. Futures
9. Cap options
- Purchased
- Issued
10. Floor options
- Purchased
- Issued
11. Other options
- Purchased
- Plain vanilla
- Exotic
- Issued
- Plain vanilla
- Exotic
12. Forwards
- Purchased
- Sold
- Currencies/currencies
13. Other derivative contracts
Total
Average amounts
Equity securities and share
indices
Listed
Unlisted
Listed
Unlisted
Listed
Unlisted
-
46,554,253
9,957,621
925,720
370,000
370,000
555,720
555,720
57,437,594
45,390,428
-
5,248
2,624
2,624
2,624
2,624
5,248
186,822
-
3,482,179
43,912,713
11,246,258
71,992
32,594,463
47,394,892
41,162,420
This table gives the notional value of accounting hedging derivatives, classified in the regulatory banking book.
206 2008 Reports and Accounts · UniCredit SpA
Exchange
rates and gold
Other undelying
assets
12.31.2008
TOTAL
12.31.2007
TOTAL
Listed
Unlisted
Listed
Unlisted
Listed
Unlisted
-
-
-
46,554,253
3,482,179
9,957,621
930,968
372,624
372,624
558,344
558,344
43,912,713
11,246,258
71,992
32,594,463
104,837,734
86,739,670
-
28,531,784
3,875,291
6,787,995
1,390,938
547,609
547,609
843,329
843,329
36,926,053
34,461,528
1,180,129
1,284,396
77,512,061
75,485,785
UniCredit SpA · 2008 Reports and Accounts 207
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
A.2 Banking book: end-of-period notional amounts
A.2.2 Other derivatives
Bonds and interest rate
instruments
Transaction types/underlying assets
1. Forward rate agreements
2. Interest rate swaps
3. Domestic currency swaps
4. Currency interest rate swaps
5. Basis swaps
6. Stock index swaps
7. Commodity index swaps
8. Futures
9. Cap options
- Purchased
- Issued
10. Floor options
- Purchased
- Issued
11. Other options
- Purchased
- Plain vanilla
- Exotic
- Issued
- Plain vanilla
- Exotic
12. Forwards
- Purchased
- Sold
- Currencies/currencies
13. Other derivative contracts
Total
Average amounts
Equity securities and share
indices
Exchange
rates and gold
Listed
Unlisted
Listed
Unlisted
Listed
Unlisted
-
311,856
8,626,980
4,313,490
4,313,490
8,938,836
2,979,612
-
20,486,890
10,243,445
9,257,461
985,984
10,243,445
9,257,461
985,984
20,486,890
11,593,279
-
2,122,861
512,181
244,888
244,888
267,293
267,293
2,635,042
4,968,462
This table gives the notional value of financial derivatives recognized as “financial assets/liabilities held for trading” belonging to the regulatory
banking book (as shown in Tables 2.1 assets and 4.1 liabilities as “Financial derivatives: Other” and “Financial derivatives: Fair Value Hedges”).
208 2008 Reports and Accounts · UniCredit SpA
Other undelying
assets
12.31.2008
TOTAL
12.31.2007
TOTAL
Listed
Unlisted
Listed
Unlisted
Listed
Unlisted
-
-
-
311,856
2,122,861
8,626,980
4,313,490
4,313,490
20,999,071
10,488,333
9,502,349
985,984
10,510,738
9,524,754
985,984
32,060,768
19,541,353
-
6,572,831
6,876,736
3,438,368
3,414,575
23,793
3,438,368
3,414,575
23,793
13,449,567
13,129,922
UniCredit SpA · 2008 Reports and Accounts 209
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
A.3 Financial derivatives: purchases and sales of underlying assets
Bonds and interest rate
instruments
Transaction types/Underlying assets
A. Regulatory trading book:
1. With underlying asset exchange
- Purchases
- Sales
- Foreign currencies/Foreign currencies
2. With no underlying asset exchange
- Purchases
- Sales
- Foreign currencies/Foreign currencies
B. Banking book
B1. Hedging
1. With underlying asset exchange
- Purchases
- Sales
- Foreign currencies/Foreign
currencies
2. With no underlying asset exchange
- Purchases
- Sales
- Foreign currencies/Foreign
currencies
B2. Other derivatives
1. With underlying asset exchange
- Purchases
- Sales
- Foreign currencies/Foreign
currencies
2. With no underlying asset exchange
- Purchases
- Sales
- Foreign currencies/Foreign
currencies
Equity securities and share
indices
Exchange rates
and gold
Listed
Unlisted
Listed
Unlisted
Listed
Unlisted
422,394
422,394
422,394
-
116,554,967
116,554,967
62,988,645
53,566,322
56,418,809
47,479,973
-
-
4,376,196
4,376,196
2,047,884
2,328,312
20,492,138
5,248
-
-
13,522,442
13,419,006
820,576
1,156,575
11,441,855
103,436
51,718
51,718
50,029,933
47,394,892
47,394,892
14,189,481
498,556
-
47,479,973
36,868,618
10,611,355
-
5,248
248
5,000
-
32,706,855
-
-
8,938,836
-
-
20,486,890
-
-
2,635,041
2,635,041
2,204,607
430,434
-
8,938,836
4,469,418
4,469,418
-
20,486,890
10,243,445
10,243,445
-
-
-
-
-
-
-
-
This table gives the notional value of the contracts classifying as purchases for ‘long’ or investment exposures and as sales for ‘short’ or debt
exposures.
The “exchange rates and gold” column shows currency interest-rate swaps and other Fx & Gold derivative contracts.
210 2008 Reports and Accounts · UniCredit SpA
Other underlying
assets
12.31.2008
TOTAL
12.31.2007
TOTAL
Listed
Unlisted
Listed
Unlisted
Listed
Unlisted
-
9,626
9,626
4,813
4,813
-
422,394
422,394
422,394
-
134,463,231
13,419,006
820,576
1,156,575
11,441,855
121,044,225
65,093,060
55,951,165
126,940,880
94,880,113
47,394,892
14,189,481
498,556
712,035
473,501
180,891
292,610
238,534
84,752
153,782
-
334,860,378
61,176,341
34,700,170
24,728,821
1,747,350
273,684,037
131,041,522
142,642,515
84,173,634
70,724,067
41,356,562
37,696,879
2,375,287
-
-
-
32,706,855
47,485,221
36,868,866
10,616,355
-
1,284,396
29,367,505
25,147,619
4,219,886
-
-
-
32,060,767
2,635,041
2,204,607
430,434
-
13,449,567
6,572,831
6,411,831
161,000
-
-
-
29,425,726
14,712,863
14,712,863
-
6,876,736
3,438,368
3,438,368
-
-
-
-
-
-
UniCredit SpA · 2008 Reports and Accounts 211
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
A.4 Over-the-counter financial derivatives: positive fair value - counterparty risk
Bonds and interest rate instruments
Counterparty/Underlying assets
A. Regulatory trading book:
A.1 Governments and central banks
A.2 Public bodies
A.3 Banks
A.4 Financial companies
A.5 Insurance companies
A.6 Non-financial enterprises
A.7 Other entities
Total 12.31.2008
Total 12.31.2007
B. Banking Book:
B.1 Governments and central banks
B.2 Public bodies
B.3 Banks
B.4 Financial companies
B.5 Insurance companies
B.6 Non-financial enterprises
B.7 Other entities
Total 12.31.2008
Total 12.31.2007
212 2008 Reports and Accounts · UniCredit SpA
Equity securities and share indices
Gross amount
not settled
Gross amount
settled
Future
exposure
Gross amount
not settled
Gross amount
settled
Future
exposure
726,126
641,025
5,961
1,373,112
1,309,065
2,245,719
241,552
176,980
900
419,432
324,067
297,392
946
209
298,547
736,804
1,219,190
137,277
3,083
87
140,447
529,918
1,641,862
181,949
3,507
1,827,318
312,889
115,548
255,240
32,113
695
288,048
56,643
406,865
406,865
617,735
-
526,412
526,412
283,637
Exchange rates and gold
Other undelying assets
Offsetting agreement effects
Gross amount
not settled
Gross amount
settled
Future
exposure
Gross amount
not settled
Gross amount
settled
Future
exposure
Offset
Future
exposure
366,293
2
867
367,162
605,090
3,658
66,022
66,022
141,986
59
59
153
-
65
65
-
971,737
784,598
610,058
610,058
89,086
-
105,680
105,680
62,493
-
-
-
-
-
UniCredit SpA · 2008 Reports and Accounts 213
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
A.5 Over-the-counter financial derivatives: negative fair value - financial risk
Bonds and interest rate instruments
Counterparty/Underlying assets
A. Regulatory trading book:
A.1 Governments and central banks
A.2 Public bodies
A.3 Banks
A.4 Financial companies
A.5 Insurance companies
A.6 Non-financial enterprises
A.7 Other entities
Total 12.31.2008
Total 12.31.2007
B. Banking Book:
B.1 Governments and central banks
B.2 Public bodies
B.3 Banks
B.4 Financial companies
B.5 Insurance companies
B.6 Non-financial enterprises
B.7 Other entities
Total 12.31.2008
Total 12.31.2007
Equity securities and share indices
Gross amount
not settled
Gross amount
settled
Future
exposure
Gross amount
not settled
Gross amount
settled
Future
exposure
1,019,125
514,335
620
1,534,080
1,589,864
1,600,524
312,616
318,863
88
631,567
280,926
87,757
16,319
8,173
3,101
183,570
298,920
946,669
1,003,861
30,689
46,939
31,527
4,660
55,973
169,788
293,685
1,061,023
157,180
334,660
1,552,863
1,046,438
349,668
170,645
37,805
27,297
235,747
187,978
17,347
382,260
399,607
544,314
-
311,635
795,671
1,107,306
363,519
Tables A.4 and A.5 and do not include derivatives listed in regulated markets which protect the participants against counterparty risk.
The “gross amount not settled” column gives the fair value of derivatives that are not covered by netting agreements.
The “gross amount settled” column gives the fair value of derivatives that are covered by netting agreements gross of the effect of the
agreements.
The “Offsetting agreement effects” gives the net value of derivatives that are covered by netting agreements.
214 2008 Reports and Accounts · UniCredit SpA
Exchange rates and gold
Other undelying assets
Offsetting agreement effects
Gross amount
not settled
Gross amount
settled
Future
exposure
Gross amount
not settled
Gross amount
settled
Future
exposure
Offset
Future
exposure
573,345
16
1,732
240
575,333
968,652
8,593
25,832
40,856
66,688
105,742
59
59
153
-
65
65
-
352,702
173,526
2,340,383
12,855
2,353,238
2,099,803
2,434
238,480
10,218
248,698
520,910
-
-
-
-
-
UniCredit SpA · 2008 Reports and Accounts 215
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
A.6 Over-the-counter financial derivatives - Residual life: notional amounts
Underlying assets/residual life
A. Regulatory trading book
A.1 Financial derivative contracts on debt securities and interest rates
A.2 Financial derivative contracts on equity securities and share indices
A.3 Financial derivative contracts on exchange rates and gold
A.4 Financial derivative contracts on other underlying assets
B. Banking book
B.1 Financial derivative contracts on debt securities and interest rates
B.2 Financial derivative contracts on equity securities and share indices
B.3 Financial derivative contracts on exchange rates and gold
B.4 Financial derivative contracts on other underlying assets
Total 12.31.2008
Total 12.31.2007
Up to
1 year
From 1 to
5 years
Over
5 years
TOTAL
67,698,869
51,547,907
2,711,970
13,429,366
9,626
56,763,633
7,082,912
3,678,173
46,002,548
124,462,502
203,439,782
31,793,783
30,640,480
1,060,226
93,077
46,321,126
30,240,552
13,194,785
2,885,789
78,114,909
154,685,322
92,383,706
91,779,706
604,000
33,813,743
29,052,966
3,619,180
1,141,597
126,197,449
96,171,285
191,876,358
173,968,093
4,376,196
13,522,443
9,626
136,898,502
66,376,430
20,492,138
50,029,934
328,774,860
454,296,389
B. Credit Derivatives
B1. Credit derivatives: end-of-period notional amounts and average
Regulatory trading book
Transaction categories
1. Purchases of protection
1.1 With underlying asset exchange
Credit default swap
1.2 With no underlying asset exchange
Credit linked note
Total 12.31.2008
Total 12.31.2007
Average amounts
2. Sales of protection
2.1 With underlying asset exchange
Credit default swap
2.2 With no underlying asset exchange
Credit default swap
Total 12.31.2008
Total 12.31.2007
Average amounts
216 2008 Reports and Accounts · UniCredit SpA
Other transactions
with single
counterparty
with more than
one counterparty
(basket)
with single
counterparty
with more than
one counterparty
(basket)
-
-
5,748
5,748
870
870
6,618
14,271
11,453
-
-
-
210,483
210,483
870
870
211,353
211,847
211,701
-
B.2 Credit derivatives: positive fair value - counterparty risk
Type of transactions/Amounts
A. Regulatory trading book
A.1 Purchases of protection - counterparty:
1. Governments and central banks
2. Public bodies
3. Banks
4. Financial companies
5. Insurance companies
6. Non-financial enterprises
7. Other entities
A.2 Sales of protection - counterparty:
1. Governments and central banks
2. Public bodies
3. Banks
4. Financial companies
5. Insurance companies
6. Non-financial enterprises
7. Other entities
B. Banking Book
B.1 Purchases of protection - counterparty:
1. Governments and central banks
2. Public bodies
3. Banks
4. Financial companies
5. Insurance companies
6. Non-financial enterprises
7. Other entities
B.2 Sales of protection - counterparty:
1. Governments and central banks
2. Public bodies
3. Banks
4. Financial companies
5. Insurance companies
6. Non-financial enterprises
7. Other entities
Total as at 12.31.2008
Total as at 12.31.2007
Notional Amount
Positive fair value
Future exposure
211,353
870
870
210,483
210,483
211,353
211,847
33
33
33
33
48
21,061
13
13
21,048
21,048
21,061
21,069
UniCredit SpA · 2008 Reports and Accounts 217
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
B.4 Credit derivatives - Residual life: notional amounts
Underlying assets/residual life
Up to
1 year
From 1 to
5 years
Over
5 years
TOTAL
A. Regulatory trading book
A.1 Credit derivatives with qualified reference obligation
A.2 Credit derivatives with non-qualified reference obligation
B. Banking Book
B.1 Credit derivatives with qualified reference obligation
B.2 Credit derivatives with non-qualified reference obligation
Total as at 12.31.2008
Total as at 12.31.2007
5,748
5,748
5,748
7,472
5,435
212,223
1,740
210,483
212,223
213,211
217,971
7,488
210,483
217,971
226,118
Section 3 - Liquidity risk
QUANTITATIVE INFORMATION
1. Breakdown of financial assets and liabilities by residual contractual maturityDenomination currency: EUR
Items/Maturities
On demand
Balance-sheet assets
A.1 Government securities
A.2 Listed debt securities
2
A.3 Other debt securities
1,498,481
A.4 Units in investment funds
656,195
A.5 Loans
- Banks
64,239,670
- Customers
331,104
Balance-sheet liabilities
B.1 Deposits
- Banks
65,106,453
- Customers
763,420
B.2 Debt securities in issue
12,962
B.3 Other liabilities
338,623
"Off balance sheet" transactions
C.1 Financial derivatives with
exchange of principal
- Long positions
5
- Short positions
2,834
C.2 Deposits and borrowings
to be received
- Long positions
534,895
- Short positions
C.3 Irrevocable commitments
to disburse funds
- Long positions
2,807,479
- Short positions
17,490,534
From 1 to 7
days
From 7 to
15 days
From 15
days to 1
month
From 1 to 3
months
-
82,557
16
-
52,981
50,954
-
206,020
125,086
-
2,836,373
124,993
-
5,466,154
1,327,747
68,885
66,419
25,075,402
8,468,584
16,364,025
3,424,559
2,145,886
695,978
987,537
4,389,693
432,360
670,625
1,313,430
1,434,748
3,346,605
260,879
2,103,465
21,337,130
3,974,930
6,478,960
2,126,434
5,898,706
645,903
745,040
3,383,952
-
218 2008 Reports and Accounts · UniCredit SpA
From 6
From 3 to 6 months to 1
months
year
From 1 to 5
years
Over 5
years
Unspecified
term
1,623,159
510,744
-
3,067,519
817,171
17,804,255
-
3,804,406
126,789
29,847,359
-
-
4,446,588
1,380,450
3,251,660
904,336
3,684,519
7,108,238
3,944,947
4,320,007
7,295,262
234,445
5,135,376
148,300
4,833,781
4,020,368
2,715,038
12,376
2,380,381
1,425,104
3,116,687
99,654
9,125,299
59,941
6,500
30,854
56,086,738
1,422,302
1,213,827
28,229,049
1,466,264
737
-
4,759,285
12,241,463
5,945,776
15,416,588
1,331,443
4,196,056
1,217,067
3,290,466
1,312,503
2,609,481
24,895
1,495,550
-
1,537
-
2,000
321,943
108,228
4,050
2,000
-
-
3,450,000
-
7,164,852
-
20,264
-
5,168
-
306,074
-
304,745
-
259,353
211,353
-
1. Breakdown of financial assets and liabilities by residual contractual maturityDenomination currency: USD
Items/Maturities
On demand
Balance-sheet assets
A.1 Government securities
A.2 Listed debt securities
A.3 Other debt securities
A.4 Units in investment funds
A.5 Loans
- Banks
1,345,945
- Customers
33,635
Balance-sheet liabilities
B.1 Deposits
- Banks
1,796,525
- Customers
64,119
B.2 Debt securities in issue
B.3 Other liabilities
21,649
"Off balance sheet" transactions
C.1 Financial derivatives with
exchange of principal
- Long positions
- Short positions
C.2 Deposits and borrowings
to be received
- Long positions
119,045
- Short positions
C.3 Irrevocable commitments
to disburse funds
- Long positions
134,854
- Short positions
942,249
From 1 to 7
days
From 7 to
15 days
From 15
days to 1
month
From 1 to 3
months
From 6
From 3 to 6 months to 1
months
year
-
-
-
1,148
-
2,156
-
217,856
128,403
9,546
45,351
709,486
63,962
812,802
59,153
1,295,638
150,143
662,872
325,255
467,201
437,789
700,415
-
2,352,789
343,273
4,860,513
-
5,431,056
3,572,089
3,212,587
174,441
534,297
534,297
177,237
-
From 1 to 5
years
Over 5
years
Unspecified
term
1,333
6,197
-
1,761
13,349
36,041
-
3,788
102,837
-
-
332,238
103,009
51,128
121,031
157,823
583,635
541,195
184,316
117
2,955,561
266,956
3,077,161
899,139
387,982
3,790
1,166,584
-
29,740
57,532
382,147
-
395
2,200
607,932
862,255
2,689
538,910
-
7,137,268
692,758
8,696,100
2,115,563
1,543,309
720,362
1,747,751
1,365,877
770,903
471,957
39,520
-
-
175
175
18
4,357
62,945
2,155
52,414
1,437
6,184
6,249
97
97
-
1,078
-
82,336
-
71,509
-
195,084
-
81,956
-
190,467
-
7,728
-
-
UniCredit SpA · 2008 Reports and Accounts 219
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
1. Breakdown of financial assets and liabilities by residual contractual maturityDenomination currency: Other currencies
Items/Maturities
On demand
Balance-sheet assets
A.1 Government securities
A.2 Listed debt securities
A.3 Other debt securities
A.4 Units in investment funds
A.5 Loans
- Banks
725,235
- Customers
27,147
Balance-sheet liabilities
B.1 Deposits
- Banks
492,097
- Customers
32,388
B.2 Debt securities in issue
B.3 Other liabilities
261
"Off balance sheet" transactions
C.1 Financial derivatives with
exchange of principal
- Long positions
2,626
- Short positions
C.2 Deposits and borrowings
to be received
- Long positions
520,987
- Short positions
C.3 Irrevocable commitments
to disburse funds
- Long positions
21,437
- Short positions
409,409
From 1 to 7
days
From 7 to
15 days
From 15
days to 1
month
From 1 to 3
months
From 6
From 3 to 6 months to 1
months
year
-
-
-
1,854
-
1
37,260
-
4,630
-
284,104
10,201
9,653
472,990
19,170
199,859
110,886
132,622
31,646
254,252
293,566
509,427
-
287,004
106,571
1,040,899
-
682,039
132,856
548,198
-
685,905
260,577
1,314,929
-
1,935,258
1,665,518
1,272,440
799,836
1,011,398
78,095
309,747
309,747
5
14
332,989
-
16
-
From 1 to 5
years
Over 5
years
Unspecified
term
83,371
-
-
-
5,380
16,821
143,819
65,440
37,209
59,997
-
334,514
82,929
1,084,448
-
114,765
26,000
838,017
-
1,839
528,239
-
314,618
29,885
220,472
-
3,033,677
588,248
1,827,297
173,371
1,889,513
367,744
1,489,941
444,380
1,077,181
-
-
1,448
477,110
42,420
-
-
-
-
3,620
-
14,090
-
33,579
-
-
415
-
3,263
-
-
2. Breakdown of financial liabilities by sector
Exposures / Counterparties
1. Deposits from customers
2. Debt securities in issue
3. Financial liabilities held for trading
4. Financial liabilities at fair value through profit
or loss
Total as at 12.31.2008
Total as at 12.31.2007
220 2008 Reports and Accounts · UniCredit SpA
Governments
and central
banks
Other public
bodies
Financial
companies
Insurance
companies
Non-financial
enterprises
Other entities
11,407
87,757
339,811
-
7,094,324
1,500,366
522,524
421,834
3,720
1,277,936
23,532,860
1,732
47,599
97,300,812
3,277,380
99,164
134,263
339,811
103,093
9,117,214
6,286,744
425,554
218,388
24,812,528
43,326,104
100,625,791
82,412,249
3. Breakdown of financial liabilities by area
Exposures / Counterparties
1. Deposits from customers
2. Deposits from banks
3. Debt securities in issue
4. Financial liabilities held for trading
5. Financial liabilities at fair value through profit or loss
Total as at 12.31.2008
Total as at 12.31.2007
Italy
Other European
countries
America
Asia
Rest of
the world
2,529,049
126,464,879
93,103,858
2,991,069
225,088,855
118,144,158
4,305,741
23,729,178
22,209,007
823,435
51,067,361
83,849,195
2,036,587
2,540,206
6,991,288
60,678
11,628,759
21,924,859
197,144
2,382,984
29,885
13,029
2,623,042
4,532,793
124,390
2,586,132
4,902
2,715,424
1,971,161
Section 4 - Operational risks
QUALITATIVE INFORMATION
Information on operational risk management and monitoring is provided in Part E of the Notes to the Consolidated Accounts.
QUANTITATIVE INFORMATION
Detailed below is the percentage composition, by type of event, of operational risk sources as defined by the New Basel Capital Accord and
acknowledged by the New Regulations for the Prudential Supervision of Banks issued by the Bank of Italy in December 2006 (Circular No. 263).
The major categories are as follows:
• Internal fraud: losses owing to unauthorised activity, fraud, embezzlement or violation of laws, regulations or business directives that involve at least
one internal member of the bank;
• External fraud: losses owing to fraud, embezzlement or violation of laws by subjects external to the bank;
• Employment practices and workplace safety: losses arising from actions in breach of employment, health and workplace safety laws or agreements,
from personal injury compensation payments or from cases of discrimination or failure to apply equal treatment;
• Clients, products and professional practices: losses arising from non-fulfilment of professional obligations towards clients or from the nature or
characteristics of the products or services provided;
• Damage from external events: losses arising from external events, including natural disasters, acts of terrorism and vandalism;
• Business disruption and system failures: losses owing to business disruption and system failures or interruptions;
• Process management, execution and delivery: losses owing to operational or process management shortfalls, as well as losses arising from
transactions with commercial counterparties, sellers and suppliers.
execution
IT system
damage from external events
clients
employment practices and workplace safety
external fraud
internal fraud
Total
13.7%
0.1%
54.1%
27.7%
0.6%
3.8%
100.0%
UniCredit SpA · 2008 Reports and Accounts 221
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part E) Risks and Hedging Policies (Continued)
In 2008, the main source of operational risk were "Clients, products and professional practices”, a category which includes losses arising from the
non-fulfilment of professional obligations towards clients or from the nature or characteristics of the products or services provided, as well as any
sanctions for violating tax regulations. The second largest contribution to losses came from employment practices. There were also, in decreasing
amounts, losses owing to errors in process management, execution and delivery due to operational or process management shortfalls, internal
fraud and external fraud. The residual risk categories were damage to physical assets from external events and IT problems.
222 2008 Reports and Accounts · UniCredit SpA
UniCredit SpA · 2008 Reports and Accounts
Notes to the Accounts
Part F) Shareholders’ Equity
Section 1 - Shareholders’ Equity
226
Section 2 - Shareholders’ Equity and Regulatory Banking Ratios 226
UniCredit SpA · 2008 Reports and Accounts 225
Company Accounts and Annexes
Notes to the Accounts
(amounts in thousands of e)
Part F) Shareholders’ Equity
Section 1 - Shareholders’ Equity
The informations about Shareholders’ equity are represented in section 14 - Shareholders’ equity - Items 130,150,160,170,180,190
and 200”.
Section 2 - Shareholders’ Equity and Regulatory Banking Ratios
2.1 Capital for regulatory purposes
A. QUALITATIVE INFORMATION
The tables below provide the main contractual details of innovative instruments included, together with capital and reserves, in Tier 1, Tier 2
and Tier 3 Capital.
1. Tier 1 Capital
Breakdown of subordinated instruments
Maturity
Currency
Interest rates
Innovative capital instruments
1) 10.5 Perpetual
USD
9.20% p.a. for the first 10 years then 3-month euribor + 335 bps
2) 10.5 Perpetual
EURO
8.048% p.a. act/act for the first 10 years then 3-month euribor + 325 bps
3) 10.27 Perpetual
EURO
4.028% p.a. for the first 10 years then 3-month euribor + 176 bps
4) 10.27 Perpetual
GBP
5.396% p.a. for the first 10 years then sterling libor 3m + 176 bps
Total innovative capital instruments (Tier I)
226 2008 Reports and Accounts · UniCredit SpA
Clause of
advance
refund
Face value
in original
currency
CALL 10.05.10
CALL 10.05.10
CALL 10.27.15
CALL 10.27.15
450,000,000
540,000,000
750,000,000
300,000,000
Total
Capital
12.31.2008
(e/000)
323,316
540,000
750,000
314,961
1,928,277
2. Tier 2 Capital
Breakdown of subordinated instruments
Maturity
Currency Interest rate
Hybrid capitalisation instruments
1) 03.31.2010
EURO
6-month euribor + 0.20% p.a.
2) 02.28.2012
EURO
6.10%
3) 02.01.2016
EURO
3.95%
4) 02.01.2016
GBP
5.00%
5) 06.05.2018
EURO
6.70%
6) 06.25.2018
EURO
6-month euribor + 1.70% p.a.
Total hybrid capitalisation instruments (Upper Tier II)
Subordinated loans
1) 10.29.2010
EURO
5.20% for 1 year
5.30% for 2 years
5.40% for 3 years
5.50% for 4 years
5.60% for 5 years
5.70% for 6 years
6.25% for 7 years
6.80% for 8 years
7.35% for 9 years
7.90% for 10 years
2) 12.13.2010
EURO
gross annual rate 2.75% of face value for 10 years At maturity a higher yield
may be paid in connection with the revaluation of an equity index (Eurostoxx50)
calculated on the basis of a formula as set out in the regulations, adjusted, as
necessary, by the application of a "Take Profit" clause
3) 03.16.2011
EURO
6% p.a.
4) 07.23.2014
EURO
3-month euribor
+25 bps per annum for years 1-5
+85 bps per annum for years 6-10
5) 08.03.2014
EURO
First two years: annual nominal interest rate 3%
Subsequent years: 6-month Euribor + 0.20%
6) 08.11.2014
EURO
3-month Euribor + 0.55%
From August 2009: 3-month Euribor + 1.15%
7) 12.02.2014
EURO
Year 1: 2.65%
Years 2 - 5: 0.80% + possible annual positive change of
the European consumer price index
Subsequent years: 6-month Euribor + 0.20%
8) 06.23.2015
EURO
Until June 2010: 3-month Euribor + 0.45%
From June 2010: 3-month Euribor + 1.05%
9) 06.30.2015
EURO
Year 1: gross fixed interest rate 3% p.a.
Year 2: variable coupon equal to 75% of the 10-year annual
swap rate
10) 03.30.2016
EURO
Gross fixed interest rate: 3.50% p.a.
Year 2: variable coupon equal to 75% of 10-Y annual swap rate
11) 03.30.2016
EURO
Gross fixed interest rate: 4.00% p.a.
Year 2: variable coupon equal to 65% of 10-Y annual swap rate
12) 04.07.2016
EURO
3-month Euribor + 0.30%
From April 2011: 3-month Euribor + 0.90%
13) 10.21.2016
EURO
3-month Euribor + 0.45%.
From October 2011: 3-month Euribor + 1.05%
Clause of
advance
refund
Contribution
to Regulatory
Face value Capital as at
in original
12.31.2008
currency
(e/000)
775,000,000
500,000,000
900,000,000
450,000,000
- 1,000,000,000
125,000,000
775,000
499,826
897,621
471,781
998,322
125,000
3,767,550
-
298,800,000
298,800
-
261,000,000
500,000,000
104,400
299,503
CALL 07.23.09
500,000,000
499,339
CALL 08.03.09
300,000,000
275,241
CALL 08.11.09
300,000,000
299,934
CALL 12.02.09
300,000,000
279,933
CALL 06.23.10
300,000,000
299,999
CALL 06.30.10
400,000,000
368,216
CALL 03.30.11
170,000,000
166,342
CALL 03.30.11
230,000,000
216,428
CALL 04.07.11
400,000,000
397,653
CALL 10.21.11
650,000,000
649,998
UniCredit SpA · 2008 Reports and Accounts 227
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part F) Shareholders’ Equity (Continued)
continued: (Shareholders’ Equity - Breakdown of subordinated instruments)
Breakdown of subordinated instruments
Maturity
14) 06.15.2015
Currency Interest rate
3-month euribor
+25 bps p.a. for years 1-5
+85 bps p.a. for years 6-10
15) 09.20.2016
EURO
3-month euribor
+30 bps p.a. for years 1-5
+90 bps p.a. for years 6-10
16) 09.20.2016
EURO
4.125% p.a. for years 1-5
3-month euribor + 94 bps p.a. for years 6-10
17) 09.26.2017
EURO
5.75% p.a.
18) 10.30.2017
EURO
5.45% p.a.
19) 10.30.2017
EURO
5.45% p.a.
20) 11.13.2017
EURO
5.54% p.a.
21) 11.27.2017
EURO
5.70% p.a.
22) 11.27.2017
EURO
5.70% p.a.
23) 11.27.2017
EURO
5.70% p.a.
24) 11.27.2017
EURO
5.70% p.a.
25) 11.27.2017
EURO
5.70% p.a.
26) 11.27.2017
EURO
5.70% p.a.
27) 11.27.2017
EURO
5.70% p.a.
28) 11.27.2017
EURO
5.70% p.a.
29) 11.27.2017
EURO
5.70% p.a.
30) 12.04.2017
EURO
EUR_CMS(10Y), calculated on the basis of a formula as set out in the regulations
31) 12.11.2017
EURO
EUR_10Y_CMS, calculated on the basis of a formula as set out in the regulations
32) 12.28.2017
EURO
3-month euribor for years 1-5
3-month Euribor + 0.50% for years 6-10
33) 10.16.2018
GBP
6.375% p.a. until 10.15.2013
3-month Libor + 1.38% from 10.16.2013 to maturity
34) 09.22.2019
EURO
4.5% p.a. act/act for years 1-10
3-month euribor + 95 bps p.a. for years 11-15
35) 01.30.2018
EURO
5,74% p.a.
36) 01.30.2018
EURO
5,74% p.a.
37) 03.03.2023
EURO
6,04% p.a.
38) 03.31.2018
EURO
3-month euribor +0.75% for years 1-5
3-month euribor + 1.35% for years 6-10
39) 04.10.2018
EURO
EUR_10Y_CMS vs. 6m euribor fixed in advance
40) 04.24.2018
EURO
EUR_10Y_CMS, calculated on the basis of a formula as set out in the regulations
Total subordinated loans - Lower Tier II
Total
Clause of
advance
refund
Contribution
to Regulatory
Face value Capital as at
in original
12.31.2008
currency
(e/000)
EURO
3. Tier 3 Capital
As at December 31, 2008, there are not subordinated loans Tier 3.
228 2008 Reports and Accounts · UniCredit SpA
CALL 06.15.10
500,000,000
499,539
CALL 09.20.11 1,000,000,000
998,935
CALL 09.20.11
500,000,000
- 1,000,000,000
10,000,000
10,000,000
10,000,000
500,000
5,000,000
5,000,000
5,000,000
5,000,000
20,000,000
20,000,000
20,000,000
40,000,000
170,750,000
100,000,000
498,394
996,427
10,000
10,000
10,000
500
5,000
5,000
5,000
5,000
20,000
20,000
20,000
40,000
170,750
100,000
CALL 12.28.12 1,111,572,000
1,111,572
CALL 10.16.13
350,000,000
366,859
CALL 09.22.14
-
500,000,000
10,000,000
10,000,000
125,000,000
499,067
9,982
9,982
124,882
CALL 03.31.13 1,340,575,000
15,000,000
100,000,000
1,340,575
15,000
100,000
11,148,250
14,915,800
B. QUANTITATIVE INFORMATION
Solvency filters
YEAR 2008
YEAR 2007
A. Tier 1 before solvency filters
B.Tier 1 solvency filters
B.1 Positive IAS/IFRS solvency filters
B.2 Negative IAS/IFRS solvency filters
C. Tier 1 after solvency filters (A+B)
D.Deductions from tier 1
E.Total TIER 1 (C - D)
43,977,370
(578,720)
(578,720)
43,398,650
884,810
42,513,840
45,610,705
(510,540)
6,748
(517,288)
45,100,165
208,809
44,891,356
F. Tier 2 before solvency filters
G.Tier 2 solvency filters
G.1 Positive IAS/IFRS solvency filters
G.2 Negative IAS/IFRS solvency filters
H.Tier 2 after solvency filters (F+G)
I.Deductions from tier 2
L.Total TIER 2(H - I)
M.Deductions from tier 1 e tier 2
N.Total capital (E+L-M)
O.TIER 3
P.Total capital + TIER 3 (N+ O)
15,192,820
15,192,820
884,810
14,308,010
697,169
56,124,681
56,124,681
13,083,945
(42,120)
(42,120)
13,041,825
208,809
12,833,016
185,723
57,538,649
288,678
57,827,327
UniCredit SpA · 2008 Reports and Accounts 229
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part F) Shareholders’ Equity (Continued)
2.2 Capital adequacy
B. QUANTITATIVE INFORMATION
12.31.2008
Categories/Items
A. RISK ASSETS
A.1 Credit and counterparty risk
1. Standardized approach
2. IRB approaches
2.1 Fundation
2.1 Advanced
3. Securization
B. CAPITAL REQUIREMENTS
B.1 Credit and counterparty risk
B.2 Market Risk
1. Standardized approach
2. Internal models
3. Concentration risk
B.3 Operational risk
1. Basic indicator approach (BIA)
2. Traditional standardized approach (TSA)
3. Advanced measurement approach (AMA)
B.4 Other capital requirements
B.5 Total capital requirements
C. RISK ASSETS AND CAPITAL RATIOS
C1. Weighed risk assets
C2. Tier 1 / Weighed risk assets (Tier 1 capital ratio)
C3. Regulatory capital included Tier 3 / Weighed risk assets (Total capital ratio)
230 2008 Reports and Accounts · UniCredit SpA
Non weighed
amounts
Weighed amounts /
requirements
434,321,012
417,193,263
10,836,802
10,836,802
6,290,947
102,721,268
96,511,374
4,234,575
4,234,575
1,975,319
8,217,701
85,580
85,580
197,254
197,254
8,839,757
110,496,959
38.48%
50.79%
Notes to the Accounts
Part G) Business Combinations
Section 1 - Business Combinations achieved during the year
234
Section 2 - Business Combinations occurring after the end
of the year
235
UniCredit SpA · 2008 Reports and Accounts 233
Company Accounts and Annexes
Notes to the Accounts
Part G) Business Combinations
Section 1 - Business Combinations achieved during the year
1.1Business combinations
In 2008 no business combination under IFRS 3 was finalized. The changes undertaken in order to reorganize operations according to the Group
business model adopted did not involve transfer of control over companies or businesses and therefore were not regulated by IFRS 3.
1.2 Other information on business combinations
Capitalia Group
In 2007 the business combination with Capitalia Group was completed through the absorption of Capitalia SpA by UniCredit SpA.
The initial recognition of this transaction in the 2007 accounts was provisional, according to IFRS 3. The limited time that elapsed from the
acquisition date to the date of preparation of 2007 accounts did not make it possible to arrive at all fair value valuations under IFRS 3.
Since completion of the above mentioned valuations, the fair value of certain assets, liabilities and contingent liabilities recognized in 2007
accounts has been updated to take account of the improved knowledge gained so far. In compliance with IFRS 3 fair values were updated as
from the acquisition date and therefore all changes were made on the basis of Capitalia’s balance sheet as at October 1, 2007. As stated in
Par A) of these notes, balances indicated in 2007 accounts have been recalculated to take account of the new values. Additionally, goodwill
was determined provisionally in 2007 accounts, while final data are included in these accounts.
The following table shows a comparison between provisional data included in 2007 accounts and 2008 final data.
(e million)
Capitalia Group net assets
Fair value adjustment
Fair value of Capitalia net assets
Goodwill
Transaction cost
234 2008 Reports and Accounts · UniCredit SpA
2007
Provisional data
2008
Final data
8,953
5,048
14,001
3,544
17,545
8,953
4,436
13,389
4,163
17,552
Recognition of Capitalia SpA net assets at fair value made the following adjustments necessary:
(e million)
Financial instruments
Equity investments
Loans
Intangible assets
Property, plant and equipment
Securities issued
Provisions for risks and charges
Other liabilities
Tax effects
Total
2007
Provisional data
2008
Final data
12
5,468
-630
105
-101
299
-260
-73
228
5,048
12
5,468
-1,098
105
-100
366
-314
-282
279
4,436
1.2.1 Changes in goodwill over the year
Goodwill
(e million)
2007
Opening balance
Gross value
Accumulated permanent reductions
Goodwill arising out of acquisitions made in the year
Completion of Capitalia Group Purchase Price Allocation
Net exchange differences
Other change
Closing balance
Gross value
Accumulated permanent reductions
3,544
3,544
3,544
-
2008
3,544
3,544
619
4,576
8,739
8,739
-
Changes in goodwill in 2008 amounted to e4,576m and arose out of the internal reorganization which followed the absorption by UniCredit SpA
of UniCredit Banca di Roma, Banco di Sicilia, Bipop Carire and Capitalia Partecipazioni (as described in the Report on Operations).
Under IAS 36 intangible assets with an indefinite useful life shall be tested for impairment annually by comparing the carrying amount of the assets
with their recoverable amount, irrespective of whether there is any indication of impairment.
Goodwill is an intangible asset with indefinite useful life not generating cash flow, therefore it is necessary to calculate the recoverable amount
of the Cash Flow Generating Unit (CGU) it belongs to. Goodwill arising out of business combinations was allocated as from the acquisition date to
the cash flow generating units, which are expected to benefit from integration synergies, irrespective of whether other assets or liabilities of the
absorbed company are allocated to these units.
For a description of the goodwill allocation methods to CGUs and the relevant impairment test see Part G - Business Combinations of the
Consolidated Accounts, since the test was performed at consolidated CGUs level.
Section 2 - Business Combinations occurring after the end of the year
No data to be disclosed in this section.
UniCredit SpA · 2008 Reports and Accounts 235
Notes to the Accounts
Part H) Related-Party Transactions
1 - Details of Directors’ and Top Managers’ Compensation
239
2 - Related-Party Transactions
243
UniCredit SpA · 2008 Reports and Accounts 237
Company Accounts and Annexes
Notes to the Accounts
(amounts in thousands of e)
Part H) Related-Party Transactions
UniCredit SpA’s related parties as defined by IAS 24 with which UniCredit Group companies undertook transactions included:
• UniCredit’s direct and indirect subsidiaries
• UniCredit’s associates
• UniCredit’s key management personnel
• The close relatives of key management personnel and subsidiaries or associates of key management personnel or their close relatives
• Pension Funds benefiting Group employees. Key management personnel are officers of UniCredit with direct or indirect power and responsibility for planning, management and control of
the company’s business. This group includes the CEO and the other Directors, the members of UniCredit’s Management Committee and the
Head of Internal Audit, in office in 2008.
238 2008 Reports and Accounts · UniCredit SpA
1.Details of Directors’ and Top Managers’ Compensation
As required by Consob the following are details of the compensation paid to Members of the Board, the Statutory Auditors and senior
managers with responsibility for strategy.
Remuneration paid to Directors, Statutory Auditors and Key Management Personnel (pursuant to article 78 of CONSOB resolution no. 11971
dated May 14, 1999 et seq.)
INDIVIDUAL
FIRST AND LAST NAME
directors
Dieter Rampl
Gianfranco Gutty
Franco Bellei
Berardino Libonati
Fabrizio Palenzona
Anthony Wyand
Alessandro Profumo
DESCRIPTION OF POSITION
POSITION
HELD
COMPENSATION
PERIOD
IN OFFICE
Chairman of the Board of Directors
1/1.2008-12/31.2008
Chairman of the Permanent Strategic
Committee
1/1.2008-12/31.2008
Chairman of the Corporate Governance, HR and
Nomination Committee
1/1.2008-12/31.2008
Chairman of the Remuneration Committee
1/1.2008-12/31.2008
Member of the Internal Control & Risk
Committee
1/1.2008-12/31.2008
Deputy Vice Chairman of the Board of Directors 1/1.2008-12/31.2008
Member of the Permanent Strategic Committee 1/1.2008-12/31.2008
Member of the Corporate Governance, HR and
Nomination Committee
1/1.2008-12/31.2008
Member of the Remuneration Committee
1/1.2008-12/31.2008
Member of the Internal Control & Risk
Committee
1/1.2008-12/31.2008
Director in other Group companies
Deputy Chairman of the Board of Directors
1/1.2008-12/31.2008
Member of the Permanent Strategic Committee 1/1.2008-12/31.2008
Member of the Remuneration Committee
1/1.2008-12/31.2008
Director in other Group companies
Deputy Chairman of the Board of Directors
1/1.2008-12/31.2008
Member of the Permanent Strategic Committee 1/1.2008-12/31.2008
Member of the Remuneration Committee
6/25.2008-12/31.2008
Member of the Internal Control & Risk
Committee
1/1.2008-6/25.2008
Deputy Chairman of the Board of Directors
1/1.2008-12/31.2008
Member of the Permanent Strategic Committee 1/1.2008-12/31.2008
Member of the Remuneration Committee
1/1.2008-12/31.2008
Deputy Chairman of the Board of Directors
1/1.2008-12/31.2008
Member of the Permanent Strategic Committee 1/1.2008-12/31.2008
Chairman of the Internal Control & Risk
Committee
1/1.2008-12/31.2008
Member of the Board of Directors - Chief
Executive Officer
1/1.2008-12/31.2008
Member of the Permanent Strategic Committee 1/1.2008-12/31.2008
Member of the Corporate Governance, HR and
Nomination Committee
1/1.2008-12/31.2008
Director in other Group companies
EXPIRATION
OF TERM OF
OFFICE (ON
APPROVAL OF
ACCOUNTS FOR)
EMOLUMENTS
FOR THE
POSITION
IN THE COMPANY
PREPARING THE
ACCOUNTS
2008
1,386
2008
44
2008
2008
43
43
2008
2008
2008
45
241
44
2008
2008
43
43
2008
45
2008
2008
2008
241
42
44
2008
2008
2008
240
43
20
2008
2008
2008
2008
2008
22
240
44
42
240
44
2008
45
2008
2008
336
44
2008
43
NON- BONUSES
MONETARY AND OTHER
BENEFITS INCENTIVES
OTHER
COMPENSATION
26
11
3
8
13
8
..
..
12
3,045
-
UniCredit SpA · 2008 Reports and Accounts 239
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part H) Related-Party Transactions (Continued)
continued:
Remuneration paid to Directors, Statutory Auditors and Key Management Personnel (pursuant to article 78 of CONSOB resolution no. 11971
dated May 14, 1999 et seq.)
INDIVIDUAL
DESCRIPTION OF POSITION
COMPENSATION
PERIOD
IN OFFICE
EXPIRATION
OF TERM OF
OFFICE (ON
APPROVAL OF
ACCOUNTS FOR)
EMOLUMENTS
FOR THE
POSITION
IN THE COMPANY
PREPARING THE
ACCOUNTS
Member of the Board of Directors
Member of the Permanent Strategic Committee
1/1.2008-12/31.2008
1/1.2008-12/31.2008
2008
2008
84
44
Member of the Board of Directors
Member of the Corporate Governance, HR and
Nomination Committee
Director in other Group companies
1/1.2008-12/31.2008
2008
85
1/1.2008-12/31.2008
2008
43
1/1.2008-12/31.2008
1/1.2008-12/31.2008
2008
2008
83
85
1/1.2008-12/31.2008
2008
85
1/1.2008-12/31.2008
1/1.2008-12/31.2008
1/1.2008-12/31.2008
2008
2008
2008
43
84
85
1/1.2008-12/31.2008
2008
42
1/1.2008-12/31.2008
1/1.2008-12/31.2008
5/8.2008-12/31.2008
2008
2008
2008
83
42
55
Salvatore Ligresti
Member of the Board of Directors
Member of the Board of Directors
Director in other Group companies
Member of the Board of Directors
Member of the Corporate Governance, HR and
Nomination Committee
Member of the Board of Directors
Member of the Board of Directors
Member of the Corporate Governance, HR and
Nomination Committee
Director in other Group companies
Member of the Board of Directors
Member of the Remuneration Committee
Member of the Board of Directors
Member of the Internal Control & Risk
Committee
Member of the Board of Directors
6/25.2008-12/31.2008
1/1.2008-12/31.2008
23
83
Salvatore Mancuso
Member of the Board of Directors
1/1.2008-3/31.2008
2008
2008
resigned on
1/4.2008
resigned on
1/4.2008
1/1.2008-12/31.2008
1/1.2008-12/31.2008
2008
2008
85
43
1/1.2008-12/31.2008
1/1.2008-12/31.2008
1/1.2008-12/31.2008
1/1.2008-12/31.2008
1/1.2008-12/31.2008
1/1.2008-12/31.2008
1/1.2008-12/31.2008
2008
2008
2008
2008
2008
2008
2008
43
86
25
84
41
84
43
FIRST AND LAST NAME
DIRECTORS
continued:
Manfred Bischoff
Vincenzo Calandra
Buonaura
Enrico Tommaso
Cucchiani
Donato Fontanesi
Francesco Giacomin
Piero Gnudi
Friedrich Kadrnoska
Max Dietrich Kley
Marianna Li Calzi
POSITION
HELD
Member of the Remuneration Committee
Director in other Group companies
Luigi Maramotti
Member of the Board of Directors
Member of the Permanent Strategic Committee
Member of the Corporate Governance, HR and
Nomination Committee
Antonio Maria Marocco Member of the Board of Directors
Chairman of the Supervisory Body (*)
Carlo Pesenti
Member of the Board of Directors
Member of the Remuneration Committee
Hans-Jürgen Schinzler Member of the Board of Directors
Member of the Permanent Strategic Committee
240 2008 Reports and Accounts · UniCredit SpA
NON- BONUSES
MONETARY AND OTHER
BENEFITS INCENTIVES
3
OTHER
COMPENSATION
3
11
2
3
3
4
1/1.2008-3/31.2008
2
2
20
10
30
continued:
Remuneration paid to Directors, Statutory Auditors and Key Management Personnel (pursuant to article 78 of CONSOB resolution no. 11971
dated May 14, 1999 et seq.)
INDIVIDUAL
FIRST AND LAST NAME
DIRECTORS
continued
Nikolaus von Bomhard
Franz Zwickl
DESCRIPTION OF POSITION
POSITION
HELD
Member of the Board of Directors
Member of the Board of Directors
Member of the Internal Control & Risk
Committee
Director in other Group companies
Statutory Auditors
Giorgio Loli
Chairman of the Board of Statutory Auditors
Statutory Auditor in other Group companies
Gian Luigi Francardo
Standing Auditor
Statutory Auditor in other Group companies
Siegfried Mayr
Standing Auditor
Aldo Milanese
Standing Auditor
Statutory Auditor in other Group companies
Vincenzo Nicastro
Standing Auditor
Statutory Auditor in other Group companies
Giuseppe Verrascina
Alternate Auditor
Statutory Auditor in other Group companies
KEY MANAGEMENT PERSONNEL
COMPENSATION
PERIOD
IN OFFICE
EXPIRATION
OF TERM OF
OFFICE (ON
APPROVAL OF
ACCOUNTS FOR)
EMOLUMENTS
FOR THE
POSITION
IN THE COMPANY
PREPARING THE
ACCOUNTS
1/1.2008-12/31.2008
1/1.2008-12/31.2008
2008
2008
82
85
1/1.2008-12/31.2008
2008
46
NON- BONUSES
MONETARY AND OTHER
BENEFITS INCENTIVES
OTHER
COMPENSATION
4
1/1.2008-12/31.2008
2009
104
1/1.2008-12/31.2008
2009
79
1/1.2008-12/31.2008
1/1.2008-12/31.2008
2009
2009
79
79
1/1.2008-12/31.2008
2009
79
1/1.2008-12/31.2008
2009
-
4
8
3
119
3
3
117
3
95
221
41
15,127
(*) On August 1, 2008 the Control Body was renamed "Supervisory Body".
Carlo Pesenti's compensations were paid to Italmobiliare S.p.A.
Compensations for the offices of Director in other Group companies (totaling e3,433 thousand) were paid directly to UniCredit S.p.A.
UniCredit SpA · 2008 Reports and Accounts 241
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part H) Related-Party Transactions (Continued)
Total compensation paid to the Directors and senior managers with responsibility for strategy is given below with details of the type of
compensation as required by IAS 24.
In contrast to the Consob table above, these amounts do not include payments made to the Statutory Auditors since these do not come
under IAS 24 and include contributions made by the Company, allocations to severance pay funds and the cost for the year of equity-based
payments. The amounts shown do not include compensation for offices held in other Group companies.
Remuneration paid to key management personnel (including directors)
a) short-term employee benefits
b) post-retirement benefits
of which: under defined benefit plans
of which: under defined contribution plans
c) other long-term benefits
d) termination benefits
e) share-based payments
Total
2008
2007
20,924
2,411
2,411
63
2,300
15,059
40,757
69,922
5,516
199
5,317
71
7,008
9,580
92,097
The decrease versus last year is principally due to the fact that, in line with the Group governance model – which provides for a direct link
between corporate results and Senior Management variable compensation – no 2008 performance-related bonuses have been paid to the
Group CEO nor to the other Key Management Personnel.
242 2008 Reports and Accounts · UniCredit SpA
2. Related-Party transactions
It is established company practice, in the performance of its activity, to respect at all times the criteria of transparency, substantial and
procedural correctness in transactions with related parties, as identified by the CONSOB, with reference to the international accounting
principle known as “IAS 24”, in line with laws and regulations prevailing from time to time.
As regards procedural profiles, as a listed issuer, in the 90’s the company had already defined - in compliance with the recommendations
made on the subject by CONSOB – a process for monitoring and informing the Board of Directors (and the Board of Auditors) about significant
(atypical and/or unusual) transactions concluded with related parties. This process is intended to formalise the flow of information to the Board
of Auditors, with information about the characteristics, the parties involved and the associated effects on the company’s balance sheet, income
statement and financial position, for all transactions with related parties, as well as to ensure that appropriate information be provided regularly
in the management report that accompanies the annual financial statements.
UniCredit, always conscious of its position as a listed issuer, is also required to respect the information requirements foreseen in the CONSOB
regulations in force, in relation to transactions with related parties, even when carried out through subsidiaries, whenever the object, payments,
methods or timing might affect the security of company assets or the completeness and accuracy of the information, including accounting
information, about the listed issuer. In this case, the company is required to make a related party disclosure document available to the public,
drawn up according to the outline indicated in the aforementioned regulations.
Notwithstanding the frame of reference indicated above, during the year 2003 the UniCredit Board of Directors deliberated the definition of the
criteria of identification of operations carried out with related parties, in compliance with the instructions originally provided by Consob in its
communication no. 2064231 of September 30, 2002 and then by the model provided by IAS 24.
Intercompany transactions and/or transactions with related parties in general, both Italian and foreign, carried out by UniCredit in 2008 were
performed on the basis of evaluations of reciprocal economic benefits. Conditions were defined strictly on the basis of the criteria of substantial
correctness, in line with the shared goal of creating value for the entire group. These transactions were completed, as a rule, under conditions
similar to those applied in transactions with unrelated third parties.
The same principle was also applied in relation to the intercompany supply of services, which were quantified on the basis of a minimum
charge calculated to recover the related costs of production. The main services supplied internally within the UniCredit Group-information
technology, real estate management and back office-are centralised in ad hoc legal entities or dedicated service centres, to achieve significant
synergies, and the related level of service is monitored by the central departments of the Issuer. Services are supplied in accordance with
specific contracts, i.e., service level agreements, entered intobetween each single supplier and customer. The service level agreements govern,
among other things, the type of service to be provided, the amount of payment for the services, and the method by which the payment due is
calculated.
While complying with the principle set out in art. 2391 of the Italian Civil Code on the subject of directors’ interests, the Company must
also comply with art. 136 of Legislative Decree 385/93 (Consolidated Banking Act) on the subject of the obligations of corporate banking
officers, which provides that they (or any party related to them) may assume obligations to the bank they manage, direct or control, only after
unanimous approval of the governing body and the favorable vote of the members of the controlling body.
For this purpose, the above officers are required to give notice of individuals or legal entities with whom the establishment of possible relations
could be construed as generating this type of obligation pursuant to article 136 of Legislative Decree 385/93 (nominees and companies
controlled by company officers as well as companies in which they perform administration, management or control functions, and their
subsidiaries or parents).
UniCredit SpA · 2008 Reports and Accounts 243
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part H) Related-Party Transactions (Continued)
It is company practice to use the services of independent experts to issue fairness or legal opinions when the nature of the transaction,
including those with related parties, so requires.
The following table sets out the assets, liabilities and guarantees as at December 31, 2008, for each group of related parties.
12.31.2008
Financial assets held for trading
Financial assets at fair value through profit or loss
Avalaible-for-sale-financial assets
Held-to-maturity investments
Loans and receivables with banks
Loans and receivables with customers
Equity investments
Other assets
Total assets
Deposits from banks
Deposits from customers
Securities and financial liabilities
Other liabilities
Total liabilities
Guarantees issued and commitments
Subsidiaries
Joint venture
Associates
Key Management
Personnel
Other related
parties
2,025,406
1
195,894,100
24,890,938
68,036,813
1,995,578
292,842,836
117,661,292
1,888,629
28,759,185
3,777,970
152,087,076
51,599,699
179,078
476,543
2,500
113
658,234
26,055
179
26,234
1,287,897
1
3,744
91,461
1,813,435
28,964
1,937,605
38,408
205
38,613
-
-
6,415
8,477
3
14,895
117
117
437
Pursuant to the provisions of applicable regulations, in 2008 no atypical and/or unusual transactions were carried out whose significance/size
could give rise to doubts as to the protection of company assets and minority interest, either with related or other parties.
In respect of non-recurring events and transactions which are particularly important in view of the corporate organization, further details are
provided in the consolidated report on operations (chapters “Corporate Transactions“, “Subsequent events” and "Steps to Strenghten Capital").
244 2008 Reports and Accounts · UniCredit SpA
Information on Stock options and other equity instruments granted to directors, general managers and other key management personnel, in
accordance with Section 78 of the Issuers’ Regulation no. 11971 requirements, are provided below.
UniCredit Stock option granted to Directors, General Managers and other key management personnel (pursuant to Article 78 of
CONSOB Resolution No. 11971 dated May 14, 1999 et seq.)
OPTIONS GRANTED
DURING THE PERIOD
AVERAGE MARKET
PRICE AT EXERCISE
DATE
-
Jul-15
- 35,749,397 4.9565
Jan-16
30,101,228
59,006,730
5.5716 Aug-17 17,060,286 4.1850 Jun-18 224,000 2.2092
23,904,181
224,000
3.3350
345,048 46,592,466 5.0711
345,048 82,341,863
Jan-18
NUMBER OF
OPTIONS
5.1391
NUMBER OF
OPTIONS
28,905,502
NUMBER OF
OPTIONS
AVERAGE
MATURITY
AVERAGE
EXERCISE PRICE
-
AVERAGE
EXERCISE PRICE
NUMBER OF
OPTIONS
-
AVERAGE
EXERCISE PRICE
6,843,895 4.1850 Jun-18
AVERAGE
MATURITY
Alessandro
Profumo
CEO
Key
Other
management
managers personnel
Total stock option
AVERAGE
EXERCISE
PRICE
POSITION
HELD
OPTIONS HELD
AT THE END OF THE PERIOD3
NUMBER OF
OPTIONS
FULL NAME
OPTIONS
EXPIRED
IN THE PERIOD2
OPTIONS EXERCISED
DURING THE PERIOD
AVERAGE
MATURITY
OPTIONS HELD
AT BEGINNING OF THE PERIOD1
(1) O
ptions held at beginning of the period by managers qualified as Key Management Personnel includes 1,633,712 rights granted during previous accounting periods to managers who took KMP's office during
2008. At the same time, the number of options at beginning of the period has been reduced by 2,264,846 rights related to the change in Key Management Personnel perimeter: in 2008 Management Commitee
members and the Internal Audit chief only have been qualified as KMP.
(2) Cancelled after resignation / retirement with loss of rights.
(3) Options held at the end of the period by managers qualified as Key Management Personnel includes 971,802 rights granted to managers who leaved KMP's office during 2008 without loss of rights.
"Average exercise price" and "Average maturity" are weighted according to the number of rights.
Other UniCredit equity instruments granted to Directors, General managers and other key management personnel (pursuant to
Article 78 of CONSOB Resolution No. 11971 dated May 14, 1999 et seq.)
Dec-11
-
-
-
5,336,173
6,666,748
- Nov-09 2,794,829
3,644,326
-
Dec-11
-
-
-
-
AVERAGE
MATURY
-
AVERAGE
EXERCISE
PRICE
AVERAGE MARKET
PRICE AT
EXERCISE
DATE
849,497
NUMBER OF
OTHER EQUITY
INSTRUMENTS
AVERAGE
EXERCISE
PRICE
- Dec-09
PERFORMANCE SHARES
HELD AT THE
END OF THE PERIOD3
NUMBER OF
OTHER EQUITY
INSTRUMENTS
NUMBER OF OTHER
EQUITYINSTRUMENTS
1,330,575
AVERAGE
EXERCISE
PRICE
AVERAGE
MATURY
PERFORMANCE
SHARES EXPIRED
IN THE PERIOD2
AVERAGE
EXERCISE
PRICE
CEO
Key
Other
management
managers
personnel
Total Performance Shares
PERFORMANCE SHARES
EXERCISED
DURING THE PERIOD
NUMBER OF
OTHER EQUITY
INSTRUMENTS
Alessandro
Profumo
POSITION
HELD
NUMBER OF
OTHER EQUITY
INSTRUMENTS
FULL NAME
PERFORMANCE SHARES
GRANTED
DURING THE PERIOD
AVERAGE
MATURY
PERFORMANCE SHAREs
HELD AT BEGINNING
OF THE PERIOD1
-
2,180,072
-
Sep-10
91,084 8,039,918
91,084 10,219,990
-
Aug-10
(1) P erformance Shares held at beginning of the period by managers qualified as Key Management Personnel includes 422,086 rights granted during previous accounting periods to managers who took KMP's
office during 2008. At the same time, the number of performance shares at beginning of the period has been reduced by 586,087 rights related to the change in Key Management Personnel perimeter: in 2008
Management Committee members and the Internal Audit Chief only have been qualified as KMP.
(2) Cancelled after resignation / retirement with loss of rights. (3) Performance Shares held at the end of the period by managers qualified as Key Management Personnel includes 168,496 rights granted to managers who leaved KMP's office during 2008 without loss of rights. "Average exercise price" and "Average maturity" are weighted according to the number of rights.
Further information related to the mentioned long term incentive plans are exposed in “Part I - Share based payments”.
Due to the exercise of synthetic Cash-Settled Share Appreciation Rights linked to the share-value of some not listed subsidiaries, e3,812
thousand has been settled to Key management personnel.
UniCredit SpA · 2008 Reports and Accounts 245
Notes to the Accounts
Part I) Share-based Payments
A. Qualitative information
Description of share-based payments
1. Outstanding instruments
2. Measurement model
248
248
248
248
B. Quantitative information
1. Annual changes
2. Other information
250
250
250
UniCredit SpA · 2008 Reports and Accounts 247
Company Accounts and Annexes
Notes to the Accounts
Part I) Share-based Payments
A.Qualitative information
Description of share-based payments
1. OUTSTANDING INSTRUMENTS
Group Medium & Long Term Incentive Plans for selected employees include the following categories:
- Equity-Settled Share Based Payment;
- Cash Settled Share Based Payment1.
The first category includes the following:
- Stock Option allocated to selected Top & Senior Managers and Key Talents of the Group;
- Performance Share allocated to selected Top & Senior Managers and Key Talents of the Group and represented by free UniCredit ordinary
shares that the Company undertakes to grant, conditional upon achieving performance targets set at Group and Division level in the Strategic
Plan and any amendments thereto approved by the Board;
- Restricted Share allocated to selected Middle Managers of the Group.
The second category includes synthetic “Share Appreciation Rights” linked to the share-value of Pioneer Global Asset Management (PGAM).
2. MEASUREMENT MODEL
2.1 Stock Option
The Hull and White Evaluation Model has been adopted to measure the economic value of stock options.
This model is based on a trinomial tree price distribution using the Boyle’s algorithm and estimates the early exercise probability on the basis
of a deterministic model connected to:
- reaching a Market Share Value equals to an exercise price- multiple (M);
- probability of beneficiaries’ early exit (E) after the end of the Vesting Period.
The following table shows the measurements and parameters used in relation to the Stock Options granted in 2008.
Measurement of Stock Options 2008
Stock Option 2008
Exercise Price [e]
UniCredit Share Market Price [e]
Date of granting Board resolution (Grant Date)
Vesting Period Start-Date
Vesting Period End-Date
Expiry date
Exercise price - Multiple (M)
Exit Rate Post Vesting (E)
Dividend Yield*
Volatility
Risk Free Rate
Stock Options’ Fair Value per unit at Grant Date [e]
* Ratio between the average of the dividends paid by UniCredit S.p.A. from 2005 to 2008 and the stock’s market value at grant date.
1. Linked to the economic value of instruments representing a Subsidiary’s Shareholders’ Equity.
248 2008 Reports and Accounts · UniCredit SpA
4.185
4.185
Jun-25-2008
Jul-9-2008
Jul-9-2012
Jul-9-2018
1.5
3.73%
4.8459%
20.564%
4.649%
0.6552
Parameters are calculated as follows:
- Exit rate: annual percentage of Stock Options forfeited due to termination;
- Dividend Yield: last four years average dividend-yield, according to the duration of the vesting period;
- Volatility: historical daily average volatility for a period equals to the duration of the vesting period;
- Exercise Price: arithmetic mean of the official market price of UniCredit ordinary shares during the month preceding the granting Board
resolution;
- UniCredit Share Market Price: set equals to the Exercise Price, in consideration of the “at the money” allocation of Stock Options at the
date of grant.
2.2 Other equity instruments (Performance Shares)
The economic value of Performance Shares is measured considering the share market price at the grant date less the present value of the
future dividends during the performance period. Parameters are estimated by applying the same model used for Stock Options measurement.
The following table shows the measurements and parameters used in relation to the Performance Shares granted in 2008.
Measurement of Performance Shares 2008
Performance Share 2008
Date of granting Board resolution (Grant Date)
Vesting Period Start-Date
Vesting Period End-Date
UniCredit Share Market Price [e]
Economic Value of Vesting Conditions [e]
Performance Shares’ Fair Value per unit at Grant Date [e]
Jun-25-2008
Jan-1-2011
Dec-31-2011
4.185
-0.705
3.480
2.3 Other equity instruments (Restricted Shares)
The economic value of Restricted Shares is measured considering the share market price at grant date. Any new Restricted Shares’ Plans
haven’t been granted during 2008.
UniCredit SpA · 2008 Reports and Accounts 249
Company Accounts and Annexes
Notes to the Accounts (C
ontinued)
Part I) Share-based Payments (Continued)
B. Quantitative information
1. ANNUAL CHANGES
UniCredit Stock Option
Year 2008
Items/Number of options and exercise price
A. Outstanding at beginning of period
B. Increases
B.1 New issues
B.2 Other1
C. Decreases
C.1 Forfeited
C.2 Exercised2
C.3 Expired
C.4 Other
D. Outstanding at end of period
E. Vested Options at end of period
Year 2007
Number of
Options
Average
exercise
price[e]
Average
maturity
Number of
Options
Average
exercise
price[e]
Average
maturity
159,556,809
5.1184
Dec-2015
109,837,343
4.9851
Sep-2016
78,195,846
4.185
Jul-2018
29,809,423
29,702,318
7.094
3.5013
Jul-2017
Jan-2011
6,877,643
3,185,636
109,200
5.248
2.4865
2.2092
4,469,793
5,322,482
5.1723
4.3626
227,580,176
63,946,358
4.8320
4.1606
159,556,809
44,344,112
5.1184
4.2055
Nov-2016
Apr-2012
Dec-2015
Sep-2010
1. Allocations resulting from the replacement of ex-Capitalia plans with LTI plans based on UniCredit shares.
2. Exercises include figures related to ex-Capitalia plans that had been replaced with LTI plans based on UniCredit shares. In 2008 the average market price at the exercise date is equal to e 3.8642.
Other UniCredit equity instruments: Performance Shares and Restricted Shares
Year 2008
Items/Number of other equity instruments
and exercise price
A. Outstanding at beginning of period
B. Increases
B.1 New issues
B.2 Other
C. Decreases
C.1 Forfeited
C.2 Exercised
C.3 Expired
C.4 Other
D. Outstanding at end of period1
E. Vested instruments at end of period
Year 2007
Number of
other equity
instruments
Average
exercise
price[e]
Average
maturity
Number of
other equity
instruments
Average
exercise
price[e]
Average
maturity
30,087,788
-
Oct-2009
30,184,750
-
Nov-2008
18,785,807
-
Dec-2011
8,205,268
-
Dec-2010
1,949,715
-
1,323,730
6,978,500
-
46,923,880
10,058,850
-
30,087,788
-
-
Aug-2010
Oct-2009
1. UniCredit undertakes to grant, conditional upon achieving performance targets set in the Strategic Plan, 43,977,880 ordinary shares at the end of 2008 (27,141,788 ordinary shares at the end of 2007).
2. OTHER INFORMATION
Employee Share Ownership Plan 2008
In May 2008 the Ordinary Shareholders’ Meeting approved the “UniCredit Group Employee Share Ownership Plan 2008“ (“ESOP 2008”)
that offers to eligible Group employees the opportunity to purchase UniCredit ordinary shares at favorable conditions in order to reinforce
employees’ sense of belonging and commitment to achieve the corporate goals.
250 2008 Reports and Accounts · UniCredit SpA
The ESOP 2008 was launched on October, 27 2008 in five countries across the Group (Austria, Bulgaria, Germany, Hungary and Italy) with a
participation rate of about 3.6% of the eligible employees.
The ESOP 2008 is a broad based share plan under which:
1. during the “Enrolment Period” (from January 2009 to December 2009) the Participants can buy UniCredit ordinary shares (“Investment
Shares”) by means of monthly or one-off contributions (via one to three installments in March, May and/or October 2009) taken from their
Current Account. In case, during this Enrolment Period, a Participant leaves the Plan, he/she will lose the right to receive any free ordinary
shares at the end of the Enrolment Period;
2. at the end of the Enrolment Period (January 2010), each Participant will receive one free ordinary share (“Discount Share”) every 20
shares purchased; Discount Shares will be locked up for three years;
3. furthermore, at the end of the Enrolment Period, the Participant will receive another free restricted share (“Matching Share”) every 5
shares acquired, considering for the computation both the Investment Shares and the Discount Shares; also this free ordinary share will be
subject to lockup for the next three years but, differently from the Discount Share, the Participant will lose the entitlement to the Matching
Share if, during the three-year holding period, he/she will no longer be an employee of a UniCredit Group Company unless the employment
has been terminated for one of the specific reasons stated in the Rules of the Plan. In some countries, for fiscal reasons, it will not be
possible to grant the Matching Shares at the end of the Enrolment Period: in that case an alternative structure is offered that provides to the
Participants of those countries the right to receive the Matching Shares at the end of the Holding Period (“Alternative Structure”);
4. during the “Holding Period” (from January 2010 to January 2013), the Participants can sell the Investment Shares purchased at any
moment, but they will lose the corresponding Matching Share (or right to receive them).
Discount Shares and Matching Shares are qualified as “Equity Settled Share-based Payments” as Participants, according to Plan’s Rules, will
receive UniCredit Equity Instruments as consideration for the services rendered to the legal entity where they are employed. For both Discount
Shares and Matching Shares (or rights to receive them) the fair value will be measured at the end of the Enrolment Period according to the
weighed average price paid by Participants to acquire the Investment Shares on the market.
All Profit and Loss and Net Equity effects related to ESOP 2008 will be booked as follows:
- during 2009 for Discount Shares;
- during the three-year period 2010-2012 for Matching Shares (or rights to receive them).
ESOP 2008 has not been produced any effect on 2008 Financial Statement.
Effects on Profit or Loss
All Share-Based Payment granted after November 7, 2002 which vesting period ends after January 1, 2005 are included within the scope of
the IFRS2.
Financial statement presentation related to share based payments (euro/000)
2008
Total
Costs
- connected to Equity Settled Plans1
- connected to Cash Settled Plans
Debts for Cash Settled Plans2
- of which Intrinsic Value
31,186
31,186
2,836
2007
Vested Plans
2,836
1,917
Total
16,984
16,984
79,034
Vested Plans
79,034
79,034
1 Partly included in “other administrative expenses”.
2 These debts are related to PGAM share’s based medium – long term incentive plans and are offset by an equal credit towards PGAM that is booked in “other assets”. Costs related to these incentive plans are
recognized by the subsidiaries receiving “services” from the grantees.
UniCredit SpA · 2008 Reports and Accounts 251
Annexes
Reconciliation of Condensed Account
to Mandatory Reporting Schedule
254
Disclosure of fees paid to the Auditing Firm and to entities
belonging to its network for financial year 2008
258
Internal Pension Funds: Statement of Changes
in the Year and Final Accounts
259
UniCredit SpA · 2008 Reports and Accounts 253
Company Accounts and Annexes
Annexes
Reconciliation of Condensed Account
to Mandatory Reporting Schedule (amounts in million of e)
In order to provide the supplementary information required by CONSOB Communication No. DEM/6064293 of July 28, 2006, a reconciliation
of the reclassified balance sheet and profit and loss account to the mandatory reporting schedules, is provided below.
Balance Sheet
AMOUNTS AS AT
Assets
Cash and cash balances = item 10
Financial assets held for trading = item 20
Loans and receivables with banks = item 60
Loans and receivables with customers = item 70
Financial investments
30. Financial assets at fair value through profit or loss
40. Available-for-sale financial assets
50. Held-to maturity invstments
100. Equity investments
Hedging instruments
80. Hedging derivatives
90. Changes in fair value of portfolio hedged financial assets
Property, plant and equipment = item 110
Goodwill = item 120 - intangible assets net of which: goodwill
Other intangible assets = item 120 - Intangible assets net of goodwill
Tax assets = item 130
Non-current assets and disposal groups classified as held for sale = item 140
Other assets = item 150
Total assets
254 2008 Reports and Accounts · UniCredit SpA
12.31.2008
12.31.2007
33
9,005
208,439
36,519
80,078
318
3,284
6,623
69,853
2,110
2,039
71
38
8,739
33
6,077
5,019
356,090
4,027
11,157
162,820
21,243
78,469
59
3,281
2,796
72,333
568
569
-1
25
4,163
106
4,279
712
2,233
289,802
SEE NOTES
TO THE ACCOUNTS
Part B) Assets
Table 1.1
Table 2.1
Table 6.1
Table 7.1
Table 3.1
Table 4.1
Table 5.1
Table 10.2
Table 8.1
Table 9.1
Table 11.1
Table 12.1
Table 12.1
Table 14.1
Table 15.1
Balance Sheet
AMOUNTS AS AT
Liabilities and shareholders' equity
Deposits from banks = item 10
Deposits from customers and debt securities in issue
20. Deposits from customers
30. Debt securities in issue
Financial liabilities held for trading = item 40
Financial liabilities at fair value through profit or loss = item 50
Hedging instruments
60. Hedging derivatives
70. Changes in fair value of portfolio hedged financial liabilities
Provisions for risks and charges = item 120
Tax liabilities = item 80
Liabilities included in disposal group classifid as held for sale = item 90
Other liabilities
100. Other liabilities
110. Provision for employee severance pay
Shareholders' equity
- Capital and reserves
130. Revaluation reserves, of which: Special revaluation laws
160. Reserves
170. Share premium
180. Share capital
190. Treasury shares
- Available-for-sale assets fair value reserve and cash-flow hedging reserve
130. Revaluation reserves, of which: Available-for-sale financial assets
130. Revaluation reserves, of which: Cash-flow hedges
- Net profit or loss = item 200
Total liabilities and shareholders' equity
12.31.2008
12.31.2007
157,703
131,527
9,193
122,334
3,893
3,929
2,914
1,015
1,490
2,665
3,893
3,811
82
50,990
47,818
277
6,789
34,070
6,684
-2
-109
-98
-11
3,281
356,090
97,941
118,677
7,863
110,814
7,726
6,016
1,886
2,595
-709
1,160
2,007
371
3,418
3,354
64
50,600
48,569
277
8,259
33,708
6,683
-358
173
165
8
1,858
289,802
SEE NOTES
TO THE ACCOUNTS
Part B) Liabilities
Table 1.1
Table 2.1
Table 3.1
Table 4.1
Table 5.1
Table 6.1
Table 7.1
Table 12.1
Table 10.1
Table 11.1
Table 14.7
Table 14.2
Table 14.2
Table 14.7
Table 14.7
UniCredit SpA · 2008 Reports and Accounts 255
Company Accounts and Annexes
Annexes (C
ontinued)
Reconciliation of Condensed Account
to Mandatory Reporting Schedule (Continued)
Income Statement
Year
2008
2007
SEE NOTES
TO THE ACCOUNTS
Part C)
Net interest = item 30. Net interest margin
Dividends and other income from equity investments
70. Dividend income and similar revenue
less: dividends from held for trading equity investments included in item 70
Net interest margin
Net fees and commissions = item 60
Net trading, hedging and fair value income
80. Gains and losses on financial assets and liabilities held for trading
+ dividends from held for trading equity investments included in item 70
90. Fair value adjustments in hedge accounting
100. Gains and losses on disposal of: d) financial liabilities
110. Gains and losses on financial assets/liabilities at fair value through profit or loss
Net other expenses/income
190. Other net operating income
less: Other operating income - of which: recovery of costs
Net non-interest income
OPERATING INCOME
Payroll costs
150. Administrative costs - a) staff expenses
less: integration costs
Other administrative expenses
150. Administrative costs - b) other administrative expenses
less: integration costs
Recovery of expenses = item 190. Other net operating income
- of which: Operating income - recovery of costs
Amortisation, depreciation and impairment losses on intangible and tangible assets
170. Impairment/write-backs on property, plant and equipment
180. Impairment/write-backs on intangible assets
Operating costs
OPERATING PROFIT
256 2008 Reports and Accounts · UniCredit SpA
3,426
2,973
2,974
-1
6,399
2,465
-288
-240
1
-6
7
-50
-131
217
-348
2,046
8,445
-2,948
-3,014
66
-2,492
-2,492
348
-91
-57
-34
-5,183
3,262
-1,158
Tables 1.1 and 1.4
2,783
2,834
Table 3.1
-51
Table 3.1
1,625
61
Tables 2.1 and 2.3
66
5
Table 4.1
51
Table 3.1
5
Table 5.1
7
Table 6.1
-2
Table 7.1
23
62 Tables 13.1 and 13.2
-39
Table 13.2
150
1,775
-346
-388
Table 9.1
42
-300
-325
Table 9.5
25
39
-14
-11
-3
-621
1,154
Table 13.2
Table 11.1
Table 12.1
continued:
Income Statement
Year
SEE NOTES
TO THE ACCOUNTS
2008
2007
Provisions for risks and charges
-402
-18
160. Provisions for risks and charges
less: integration costs
Integration costs
Net impairment losses on loans and provisions for guarantees and commitments
100. Gains and losses on disposal of a) loans
130. Impairment losses on a) loans
130. Impairment losses on
d) other financial assets
Net income from investments
100. Gains and losses on disposal of b) available-for-sale financial assets
130. Impairment losses on:
b) available-for-sale financial assets
210. Profit (loss) of associates - of which: Write-backs (write-downs) of equity
investments
210. Profit (loss) of associates - of which: gains (losses) on disposal of equity investments
240. Gains (losses) on disposal of investments
PROFIT BEFORE TAX
Income tax for the period = item 260. Tax expense (income) related to profit or loss from
continuing operations
NET PROFIT (LOSS) FOR THE YEAR
-402
-66
-285
-422
173
-18
-67
22
..
33
Table 10.1
-36
-286
95
-11
564
744
Table 8.4
-569
-5
Table 8.2
7
180
1
2,223
-179
3
1
1,655
Table 14.1
Table 14.1
Table 17.1
1,058
3,281
203
1,858
Table 18.1
Part C)
Table 6.1
Table 8.1
Table 6.1
UniCredit SpA · 2008 Reports and Accounts 257
Company Accounts and Annexes
Annexes (C
ontinued)
Disclosure of fees paid to the Auditing Firm
and to entities belonging to its network for financial year 2008 (pursuant to article 149-duodecies, CONSOB
Regulation no. 11971/99, as supplemented)
Disclosure of External Auditors' Fees - UniCredit S.p.A. - Financial Year 2008 - KPMG network
As prescribed by §149-duodecies of the Consob Issuers Regulation, the following table gives fees paid in 2008 for audit services rendered by KPMG SpA
and firms in its network.
SERVICE PROVIDER
External Auditing
Auditing Firm
Auditing Firm Total
External Auditing Total
Name of Auditing
Firm
KPMG S.p.A.
SERVICE PROVIDER
Checking for the Purposes
of Other Opinions
Auditing Firm
Auditing Firm Total
Network Auditing Firm(s)
Network Auditing Firm(s) Total
Date Checking Total
Other Non-Auditing Services
Name of Auditing
Firm
KPMG S.p.A.
UNICREDIT GROUP
SUBSIDIARY ASSIGNING
THE SERVICE
Description of Service
Company Name
UniCredit S.p.A.
Fees1 (e'000)
Audit of Company and Consolidated Accounts and First Half
Report, accounting checks and foreign branches2
E 1,330
E 1,330
E 1,330
UNICREDIT GROUP
SUBSIDIARY ASSIGNING
THE SERVICE
Description of Service
Company Name
UniCredit S.p.A.
SERVICE PROVIDER
UNICREDIT GROUP
SUBSIDIARY ASSIGNING
THE SERVICE
Name of Auditing
Firm
Company Name
Fees1 (e'000)
Checking the provisional data of the Prospectus and issuing a
comfort letter relating to the capital increase; limited review of the
consolidated Q3 Report as at September 30, 2008; issuing confort
letters; audit of the Sustainability Report; signing the Italian tax
declaration forms (Modello Unico and Modello 770 S/O)
Description of Service
E 3,171
E 3,171
E 3,171
Type
Fees1 (e'000)
Auditing Firm
Auditing Firm Total
KPMG S.p.A.
UniCredit S.p.A.
Checking the English translation of the
annual accounts and first half report
Network Auditing Firm(s)
Network Auditing Firm(s) Total
Other Non-Auditing
Services Total
Grand Total
KPMG Audit Sp.zo.o.
UniCredit S.p.A.
Translation of financial reports issued for the Warsaw stock
exchange from English to Polish
Checking
E 14
E 14
E 80
E 80
E 94
E 4,595
1. Net of VAT and out-of pocket expenses
2. Contract approved by the Shareholders' Meeting of May 10, 2007 for total fees of e770,000, as supplemented by the Board of Directors on February 12, 2009, following the absorption of Capitalia (additional
fees: e560,000)
258 2008 Reports and Accounts · UniCredit SpA
Internal Pension Funds: Statement of Changes in the Year and
Final Accounts (amounts in e)
FUNDS AND DESCRIPTION OF MOVEMENTS
"Pension Fund for the employees of
Cassa di Risparmio di Trieste Collections Division"
Registration no. 9081
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
"Supplementary Pension Fund for
employees of Cassa di Risparmio di Torino in liquidation"
Registration no. 9084
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
"Supplementary Pension Fund for the
collection management staff of Cassa di Risparmio di Torino"
Registration no. 9085
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
NO. OF RETIREES
AS AT 12.31.2008
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
TYPE
98
-
Defined benefit
ACCOUNTING
FIGURES
CONTRIBUTION
RATE
5,453,047
Payable by the
company:
5.25%
259,991
452,292
5,260,746
4,596,874
663,872
4
-
Payable by
the employee:
1.35% - 3%
depending on
category
Defined benefit
188,312
10,012
52,487
145,837
276,985
-131,148
173
-
Defined benefit
11,193,016
591,482
1,192,130
10,592,368
10,798,421
-206,053
Payable by the
company
according to
technical
accounts
UniCredit SpA · 2008 Reports and Accounts 259
Company Accounts and Annexes
Annexes (C
ontinued)
Internal Pension Funds: Statement of Changes in the Year and
Final Accounts (Continued)
(Statement of changes in internal pension funds - continued)
FUNDS AND DESCRIPTION OF MOVEMENTS
"Supplementary Company Pension Fund
of the general obligatory insurance for the employees of the credit
section of Cassa di Risparmio di Trento e Rovereto Spa, the Social
Security Fund for employees of the agencies of the Tax Collections
Service, and for the employees of the tax collection agency of
Cassa di Risparmio di Trento e Rovereto Spa" Section A
Registration no. 9131
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Other increases
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
"Contract for Pensions and Social
Security for Staff belonging to the
Management/Senior Management,
Officers, Managers, Employees,
Subordinate employee and Auxiliary staff
categories of Cariverona Banca Spa"
Registration no. 9013
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
- current service cost (gross)
Benefits paid in the year
Other increases
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
260 2008 Reports and Accounts · UniCredit SpA
NO. OF RETIREES
AS AT 12.31.2008
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
TYPE
441
-
Defined benefit
ACCOUNTING
FIGURES
39,726,925
1,755,433
4,352,017
97,257
37,227,598
36,011,342
1,216,256
985
4
Defined benefit
76,418,469
3,668,429
11,000
8,461,891
99,325
71,735,332
70,242,099
1,493,233
CONTRIBUTION
RATE
Payable by the
company
according
to technical
accounts
+ average
monthly Euribor
rate on equity
Payable by the
Company
on the basis of
the technical
accounts
(Statement of changes in internal pension funds - continued)
FUNDS AND DESCRIPTION OF MOVEMENTS
"Supplementary pension fund of the
obligatory insurance, invalidity, widows
and survivors insurance (managed by
the INPS) of the Cassa di Risparmio
di Ancona" (absorbed on 10/1/89 by
Cariverona Banca Spa) - Registration no. 9033
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
"Pension fund for employees, clerks
and auxiliary workers of Banca Cuneese
Lamberti Meinardi & C. - Cuneo"
(absorbed on 8/1/92 by Cariverona
Banca Spa) - Registration no. 9012
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Current service cost (gros)
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
"Pension fund for the employees of the
former Credito Fondiario delle Venezie Spa"
Registration no. 9067
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
NO. OF RETIREES
AS AT 12.31.2008
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
TYPE
45
1
Defined benefit
ACCOUNTING
FIGURES
4,341,651
201,877
421,630
4,121,898
2,849,470
1,272,428
36 (*)
4
Defined benefit
4,168,780
210,543
14,000
348,020
4,045,303
4,050,964
-5,661
9
-
CONTRIBUTION
RATE
Payable by the
Company
10% + technical
accounts
Payable by the
Company
on the basis of
the technical
accounts
Payable by
Employees: 1%
Defined benefit
1,339,582
67,468
105,702
1,301,348
1,264,192
37,156
Payable by the
Company
on the basis of
the technical
accounts
(*) of which:3 deferred benefit
UniCredit SpA · 2008 Reports and Accounts 261
Company Accounts and Annexes
Annexes (C
ontinued)
(Statement of changes in internal pension funds - continued)
FUNDS AND DESCRIPTION OF MOVEMENTS
"Agreement for the regulation of the
social security benefits of the employees
of the Istituto Federale delle Casse
di Risparmio delle Venezie Spa"
- Registration no. 9068
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
"Internal Company Fund (FIA) of the
former Credito Romagnolo" + CIP
former Banca del Friuli
- Registration no. 9151
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities*
(*) of which: Actual value of the obligation stipulated by the
Agreement dated 1.31.1990 item 18
Non-recognised actuarial gains/losses
"Supplementary Pension Fund for the
employees of the former Carimonte Banca Spa"
- Registration no. 9147
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
262 2008 Reports and Accounts · UniCredit SpA
NO. OF RETIREES
AS AT 12.31.2008
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
TYPE
61
-
Defined benefit
ACCOUNTING
FIGURES
4,850,858
250,878
530,833
4,570,903
4,687,392
-116,489
1,215
-
Defined benefit
104,195,285
5,377,264
10,142,154
99,430,395
102,176,988
CONTRIBUTION
RATE
Payable by the
Company
on the basis of
the technical
accounts
Payable
by the Company
from 2.5% to
6%
+2.5% on
equity
Payable by the
employee
from 2% to 6%
1,755,000
-2,746,593
163
-
Defined benefit
12,818,392
627,295
1,184,287
12,261,400
11,909,522
351,878
Payable by the
Company
on the basis of
the technical
accounts
(Statement of changes in internal pension funds - continued)
FUNDS AND DESCRIPTION OF MOVEMENTS
"Fund for the employees of
Magazzini Generali"
Registration no. 9148
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
"Supplementary retirement benefits
in favour of the members of the General
Management of Credito Italiano who
retired between January 1, 1963 and
September 30, 1989 attributed to UniCredito
Italiano" - Registration no. 9029
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
"Company Social Security
Fund supplementing INPS benefits.
Additional-benefit reserve accounts
for employees of former
Banca dell'Umbria 1462 S.p.A.".
incl. the tax collection service SORIT
- Registration no. 9021 e 9020
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Other increases
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
NO. OF RETIREES
AS AT 12.31.2008
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
TYPE
3
-
Defined benefit
ACCOUNTING
FIGURES
111,443
6,239
954
11,954
106,682
118,117
-11,435
16
-
Defined benefit
11,396,969
543,613
1,264,443
10,676,139
10,082,336
593,803
138
-
Defined benefit
12,706,022
471,663
-2,297,804
2,785,598
1,624,522
9,718,805
11,014,922
-1,296,117
CONTRIBUTION
RATE
Payable by the
Company
on the basis of
the technical
accounts
Payable by the
Company
on the basis of
the technical
accounts
Payable
by the
Company:
reserve
coverage
Payable
by employees:
1.5%
UniCredit SpA · 2008 Reports and Accounts 263
Company Accounts and Annexes
Annexes (C
ontinued)
(Statement of changes in internal pension funds - continued)
FUNDS AND DESCRIPTION OF MOVEMENTS
"Company Social Security
Fund supplementing INPS benefits
of Cassa Risparmio Carpi SpA
Defined-benefit reserve account
for former employees"
- Registration no. 9022
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
"Pension fund for the employees
of former UniCredit
Banca Mediocredito"
- Registration no. 9127
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
Pension fund for the employees of
Capitalia Head Office (former Banco di
S.Spirito, former Banco di Roma
and former Cassa di Risparmio di Roma)"
- Registration no. 9165
Opening balance as at 12.31.2007
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Current service cost (gross)
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
(*) of which: 21 deferred benefit
264 2008 Reports and Accounts · UniCredit SpA
NO. OF RETIREES
AS AT 12.31.2008
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
TYPE
62
-
Defined benefit
ACCOUNTING
FIGURES
4,319,347
213,355
440,888
4,091,814
3,654,091
437,723
39
-
CONTRIBUTION
RATE
Payable by the
Company
on the basis of
the technical
accounts
Defined benefit
3,296,628
160,317
452,114
3,004,831
2,893,635
111,196
125 (*)
20
Defined benefit
87,535,427
4,385,853
157,391
7,847,803
84,230,868
82,240,777
1,990,091
Payable by the
Company
on the basis of
the technical
accounts
(Statement of changes in internal pension funds - continued)
FUNDS AND DESCRIPTION OF MOVEMENTS
Statement post-employment benefits and
pensions for staff of the Cassa
di Risparmio di Roma Registration no. 9096
Opening balance as at 12.31.2007
Opening balance of absorbed company
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
- Current service cost (gross)
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
Statement of the "Pension Fund for
staff of the former Bipop Group
CARIRE - Registration no. 1202
Opening balance as at 12.31.2007
Opening balance of absorbed company
Balance as at 12.31.2008
Present value of the liabilities
Present value of plan assets
Present value of the liabilities, not funded by plan assets
Non-recognised actuarial gains/losses
Statement of "Post-employment benefit for
staff of Banco di Sicilia" Registration no. 9161
Opening balance as at 12.31.2007
Opening balance of absorbed company
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Other increases
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
NO. OF RETIREES
AS AT 12.31.2008
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
TYPE
2.763 (*)
1.429
Defined benefit
ACCOUNTING
FIGURES
211,473,067
10,261,348
1,770,925
13,172,297
210,333,043
190,477,127
19,855,916
21
-
223
Payable by the
Company
on the basis of
the technical
accounts
Defined benefit
400,000
400,000
2,345,405
1,918,713
426,692
-26,692
3.471 (**)
CONTRIBUTION
RATE
Defined benefit
180,874,183
8,549,495
25,057,780
8,309
164,374,207
160,885,135
3,489,072
Payable by the
Company
on the basis of
the technical
accounts
Payable by the
Company
on the basis of
the technical
accounts
Payable
by employees:
Senior
Management:
0.8%
Management (3rd
and 4th grade):
0.6%
Management (1st
and 2nd grade):
0.30%
Other Staff: 0.15%
(*) of which:554 deferred benefit.
(**) of which:164 deferred benefit.
UniCredit SpA · 2008 Reports and Accounts 265
Company Accounts and Annexes
Annexes (C
ontinued)
(Statement of changes in internal pension funds - continued)
FUNDS AND DESCRIPTION OF MOVEMENTS
Statement of the "FIP former Sicilcassa - supplementary pension
fund for staff of Cassa Centrale di Risparmio V.E. per le
province siciliane" - Registration no. 9063
Opening balance as at 12.31.2007
Opening balance of absorbed company
Provisions for the year:
- interest cost
- actuarial gains/losses recognised in the year
Benefits paid in the year
Balance as at 12.31.2008
Present value of the liabilities
Non-recognised actuarial gains/losses
Statement of the "Pension fund for employees of the former Banca
di Roma" - London Branch
Opening balance as at 12.31.2007
Opening balance of absorbed company
Provisions for the year:
- interest cost
- corrent service cost ( gross)
- performance of plan assets
- exchange rate effect
Balance as at 12.31.2008
Present value of the liabilities
Present value of plan assets
Present value of the liabilities, not funded by plan assets
Non-recognised actuarial gains/losses
"Pension fund for the employees of
the London Branch" (ex Credito Italiano)
Opening balance as at 12.31.2007
Provisions for the year:
- corrent service cost (gross)
- interest cost
- performance of plan assets
- actuarial gains/losses recognised in the year
Benefits paid in the year
Exchange rate effects
Balance as at 12.31.2008
Present value of the liabilities
Present value of plan assets
Present value of the liabilities, not funded by plan assets
Non-recognised actuarial gains/losses
(*) of which:166 deferred benefit.
(**) of which: 85 deferred benefit.
266 2008 Reports and Accounts · UniCredit SpA
NO. OF RETIREES
AS AT 12.31.2008
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
TYPE
2.927
-
Defined benefit
ACCOUNTING
FIGURES
87,535,130
4,450,388
10,433,310
81,552,208
83,605,576
-2,053,368
190 (*)
-
Defined benefit
20,519,622
2,217,137
-1,494,737
-4,721,129
16,520,893
41,827,821
23,845,669
17,982,152
-1,461,259
96 (**)
11
Defined benefit
3,929,218
183,727
758,132
-758,285
-96,829
99,737
-1,159,843
2,756,383
10,608,830
9,171,458
1,437,372
1,319,011
CONTRIBUTION
RATE
Payable by
the company
on basis of
the tecnical
accounts
(Statement of changes in internal pension funds - continued)
FUNDS AND DESCRIPTION OF MOVEMENTS
"Supplementary Pension Fund of the general obligatory insurance
for the employees of the credit section of Cassa di Risparmio di
Trento e Rovereto Spa, the Social Security Fund for the
employees of the tax collection agencies of the Tax Collection
Service and for the employees of the tax collection agency
of Cassa di Risparmio di Trento e Rovereto Spa"
Sections B e C - Registration no. 9131
Opening balance as at 12.31.2007
Decreases:
Capital paid out in the year
Increases;
Performance of liquid assets net of
operating costs and replacement tax
Other changes:
- contributions paid by employees and the Company1
- contributions paid by other Group Companies1
- other
NO. OF RETIREES
AS AT 12.31.2008
-
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
641
TYPE
ACCOUNTING
FIGURES
Defined
contribution individual
capitalisation
41,715,865
3,867,062
3,867,062
4,815,986
1,443,372
74,443
3,288,405
9,766
Balance as at 12.31.2008
42,664,789
FUND ASSETS
Liquid assets
Items to be settled
Total assets
42,578,396
86,393
42,664,789
CONTRIBUTION
RATE
Payable by the
Company for
employees
ante*:
min. 2%
max 14.35%
for employees
post*:
min. 2% - max
2.35%
+ empl. sever.
pay
+ average
monthly
Euribor rate
on equity
Payable by
employees:
by employees
ante 0.50%
by employees
post 2%
1. includes employee severance pay
* ante/post employees: those who joined the complementary social security fund before/after 4.28.1993, when Legislative Decree 124/93 came into force
UniCredit SpA · 2008 Reports and Accounts 267
Company Accounts and Annexes
Annexes (C
ontinued)
(Statement of changes in internal pension funds - continued)
FUNDS AND DESCRIPTION OF MOVEMENTS
"Company Pension Fund supplementing INPS benefits.
Defined-contribution account of former Banca dell'Umbria 1462
S.p.A." - Registration no. 9021
Opening balance as at 12.31.2007
Decreases:
Capital paid out in the year
Other changes:
- transfer to other pension funds
- payment of insurance policy covering death and invalidity risk
Increases:
Performance of liquid assets net of operating costs and replacement
tax
Other changes:
- contributions paid by employees and the Company (1)
- contributions paid by other Group Companies (2)
- other
NO. OF RETIREES
AS AT 12.31.2008
-
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
TYPE
615
Defined
contribution
ACCOUNTING
FIGURES
33,468,898
2,569,916
2,352,808
217,108
3,883,775
1,461,175
238,289
2,161,074
23,237
Balance as at 12.31.2008
34,782,757
FUND ASSETS
Liquid assets
Items to be settled
Total assets
34,988,024
-205,267
34,782,757
(1) includes employee severance pay and costs in respect of death and invalidity risk cover
(2) includes employee severance pay
* ante/post employees: those who joined the supplementary social security fund before/after 4.28.1993, when Legislative Decree 124/93 came into force
"Company Social Security Fund supplementing INPS benefits.
Defined-contribution account - (cost of living) of former Banca
dell'Umbria 1462 S.p.A." - Registration no. 9020
Opening balance as at 12.31.2007
Provisions for the year
Balance as at 12.31.2008
268 2008 Reports and Accounts · UniCredit SpA
Defined
contribution
206,207
206,207
CONTRIBUTION
RATE
Employees
"ante":
(*)
- payable by the
employee
0.25% with the
option to
contribute
also the
employee
severance pay
- payable by the
Company:
from 2% to
6.28%
Employees
"post":
(*)
- payable by the
employee min.
0.25% + sever.
pay
- payable by the
Company: 2%
(Statement of changes in internal pension funds - continued)
FUNDS AND DESCRIPTION OF MOVEMENTS
"Company Social Security Fund supplementing
INPS benefits - Cassa di Risparmio
di Carpi S.p.A. - Pension account"
- Registration no. 9022
Opening balance as at 12.31.2007
Decreases:
Capital paid out in the year
Reduction in fund assets net of
admin. expense and gross of withholding tax
Paid out on transfer of members of the fund
to the Group's external pension fund
NO. OF RETIREES
AS AT 12.31.2008
-
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
TYPE
4
Defined
contribution individual
capitalisation
ACCOUNTING
FIGURES
9,469,542
9,338,077
210,283
73,364
9,054,430
CONTRIBUTION
RATE
Contribution rate
employees
ante*:
from 0% in
steps of 0.5% +
employee
severance pay,
up to 2.325%
(voluntary)
Company
contribution rate:
- seniority in the
Fund 12.31.96:
(under 10
years: 3.5%,
from 11 to 20
years: 4%,
from 21 to 25
years: 5%,
from 26 to 30
years: 6%,
from 31 to 35
years: 6.5%, over
35 years: 1.5%)
- rates according
to age as at
12.31.96: under
30 years: 1,
from 31 to 35
years: 1.1,
from 36 to 40
years: 1.2,
from 41 to 45
years: 1.25,
from 46 to 50
years: 1.3
Contribution rate
employees post*:
- from 0% to
2% in steps of
0.5% + empl.
severance pay
Balance as at 12.31.2008
131,465
FUND ASSETS
Liquid assets net of items to be settled
Total assets
131,465
131,465
Company
contribution
rate: 2%
* ante/post employees: those who joined the complementary social security fund before/after 4.28.1993, when Legislative Decree 124/93 came into force
UniCredit SpA · 2008 Reports and Accounts 269
Company Accounts and Annexes
Annexes (C
ontinued)
(Statement of changes in internal pension funds - continued)
FUNDS AND DESCRIPTION OF MOVEMENTS
"Company Pension Fund for employees of former UniCredit Banca
MEDIOCREDITO S.p.A. - Registration no. 9127
Opening balance as at 12.31.2007
Decreases:
Capital paid out in the year
Decrease of securities and cash
net of operating costs
and tax withholding credit
Paid out on transfer of members of the fund
to the Group's external pension fund
Balance as at 12.31.2008
NO. OF RETIREES
AS AT 12.31.2008
EMPLOYEES
IN SERVICE
AS AT 12.31.2008
TYPE
-
1
Defined
contribution
ACCOUNTING
FIGURES
12,284,300
12,131,379
734,198
145,906
11,251,275
152,921
FUND ASSETS
Liquid assets net of items to be settled
Total assets
CONTRIBUTION
RATE
Payable by
the Company:
2.75%
Payable by the
employee:
1% +
additional
voluntary
contribution
from
0% to 2%
152,921
152,921
Internal Pension Funds
In 2008 UniCredit assumed the supplementary pension schemes that were previously in the former Capitalia Group.
Following the carve-out whereby UniCredit Banca, Bipop Carire, UniCredit Banca di Roma and Banco di Sicilia were absorbed by UniCredit
S.p.A., the internal pension funds held by the last two of these entities – viz., the Pension and provident fund for staff of the former Cassa di
Risparmio di Roma, the former Banca di Roma external plans with London branch and the Pension Fund for staff of Banco di Sicilia, as well
as FIP former Sicilcassa – Supplementary Pension Fund for the staff of Cassa Centrale di Risparmio V.E. per le province siciliane – were taken
over by UniCredit.
The above corporate transaction also entailed UniCredit’s assumption of the guarantee originally issued by the former Bipop-Carire, as required
by the by-laws of the Former Bipop-Carire Group staff Pension Fund, in favor of the staff entitled to defined benefit.
Under Group agreements with staff unions, outstanding individual pension schemes in the name of current members of the former CrCarpi and
former UBMC fund were transferred to the Pension Fund for UniCredito Italiano Group staff.
There was no change to current legislation in this field, though the ongoing interpretation of the supervisor, COVIP, clarified the application of
the more complex aspects of the law.
2008 was thus a year of consolidation of the situation that emerged in 2007 with the coming into effect of Law 252/05. The severe and
increasing market turmoil had no significant effect on the overall performance of the funds, since these funds are invested in Group assets and
not in financial instruments.
The liabilities of defined-benefit funds are determined using the projected unit credit method. Funded plans’ assets are valued at fair value at
the balance-sheet date. The balance sheet consists of the Deficit or Surplus (i.e. the difference between the fund’s obligations and its assets)
net of unrecognized actuarial gains or losses. Actuarial gains or losses are recognized in the income statement only if they exceed the 10%
corridor.
The average rates of the main financial and actuarial assumptions were the following:
270 2008 Reports and Accounts · UniCredit SpA
Discount Rate
Expected yield of plan assets
Expected rate of salary growth
Future increases in pension benefits
Expected inflation rate
Mortality rate (*)
12.31.2008
12.31.2007
5.51%
4.60%
3.01%
2.20%
2.06%
RG48
5.25%
6%
3%
1.70%
2.00%
RG48
(*) only for Italy plans
UniCredit SpA · 2008 Reports and Accounts 271
Certification
Certification pursuant to Article 81-ter of CONSOB
Regulation no. 11971/99, as amended
275
UniCredit SpA · 2008 Reports and Accounts 273
Certification
274 2008 Reports and Accounts · UniCredit SpA
Certification pursuant to Article 81-ter of CONSOB Regulation
no. 11971/99, as amended
1. The undersigned Alessandro Profumo (as Chief Executive Officer) and Ranieri de Marchis (as the Manager Charged with preparing the
financial reports), of UniCredit SpA, taking into consideration Article 154-bis (subparagraph 3 and 4) of Italian Legislative Decree February
24, 1998 n.58, do hereby certify:
• the adequacy in relation to the Legal Entity features and
• the actual application
of the administrative and accounting procedures employed to draw up 2008 annual financial statements.
2. The adequacy of administrative and accounting procedures employed to draw up 2008 annual financial statements has been evaluated
applying a Model defined by UniCredt SpA coherent with “Internal Controls - Integrated Framework” (CoSO) and “Control Objective for IT and
Related Technologies” (Cobit), which represent international commonly accepted standards for internal control system.
3. The undersigned also certify that:
3.1 The 2008 annual financial statements:
a) was prepared in compliance with applicable international accounting standards recognized by the European Community pursuant to
European Parliament and Council Regulation no.1606/2002 of July 19, 2002;
b) corresponds to results of the books and accounts records;
c) prepared according to Article 9 of the Legislative Decree N.38/05, is suitable to provide a fair and correct representation of the
situation of the assets and liabilities, the economic and financial situation of the issuer.
3.2 The directors’ report shall contain a reliable analysis of the trend and operating results, as well as the situation of the Issuer, together
with a description of the main risks and uncertainties they are exposed.
Milan, March 17, 2009
Alessandro Profumo
Ranieri de Marchis
UniCredit SpA · 2008 Reports and Accounts 275
26 years working
«forAtheftergroup,
i thought
i had seen everything.
Then came 2008,
which was the most
professionally challenging
year ever.
i have seen the dynamism
of the group and its
workforce.
i know we can rise to
the challenge.
i know our commitment.
i know our strength.
i know the best is yet
to come.»
Tony Hall
United Kingdom
Report and Resolutions
Report of the Board of Statutory Auditors
Report of the External Auditors
Resolutions passed at the Shareholders’ Meeting
279
289
293
UniCredit SpA · 2008 Reports and Accounts 277
Report of the Board of Statutory Auditors
UniCredit SpA · 2008 Reports and Accounts 279
Report and Resolutions
Report of the Board of Statutory Auditors
Pursuant to Article 153 of Legislative Decree
No. 58 of February 24, 1998
Dear Shareholders,
In 2008 we monitored compliance with the law and the Company’s By-Laws, adherence to the principles of proper management, the fitness of the
organisational structure for each area of operation, the internal control system and the administrative and accounting procedures, as well as the
reliability of such procedures to accurately reflect business operations, the manner of specific implementation of the rules of corporate governance
contained in codes of conduct drawn up by companies managing regulated markets or by trade associations, to which the company has publicly
declared its adherence, and the appropriateness of instructions issued by the Company to its subsidiaries concerning the disclosure of information
to the public, pursuant to § 149 Law 58/98.
We attended the 14 meetings of the Board of Directors, and the Chairman of the Board of Statutory Auditors and one or more Auditors, as designated
from time to time, attended the 14 meetings of the Audit and Risks Committee.
We obtained information from the Directors on the activities carried out and on the most significant transactions, in terms of their effect on profitability,
finance and capital, carried out by the Company and by its subsidiaries, and we ascertained that the actions decided and executed were in accordance
with the law and with the company By-Laws and were not manifestly imprudent, reckless or potential generators of conflicts of interest.
In the previous financial year, numerous intercompany and related-party transactions were carried out, as described in the Board of Directors' Report
with reference to current CONSOB regulations.
Pursuant to § 23 By-Laws, the Statutory Auditors were provided with all essential information on these transactions.
These transactions were concluded in the Company interest and under similar conditions to those applying to transactions made with unrelated third
parties, i.e. in a Group interest perspective with the aim of recovering all costs incurred.
Our examination of the information provided did not reveal any transactions, including intercompany or related-party transactions, that might be
considered to be untypical and/or unusual.
**********
We carried out our duties by means of direct observation and inspections, as well as meetings with the managers of the various departments to
obtain information, data and operational plans. For the reciprocal exchange of relevant information, we held periodic meetings with representatives
of the auditing firm KPMG SpA, which is responsible for the auditing, pursuant to § 155 Law 58/98, in respect to UniCredit SpA company financial
statements and UniCredit Group consolidated financial statements, and limited auditing of the first half report, as well as verification that the company
accounts are properly kept and that all management operations are properly entered in the accounting books.
**********
2008 saw a continuation of the activities of integrating the former Capitalia networks and foreign subsidiaries. Some of the main integration activities
were as follows: (i) extension of the Group IT platform to the former Capitalia banks, and definition of the programme for integration of the “commercial
bank” platform in Germany, Austria and major eastern European countries; (ii) distribution of the Italian branches according to the new territorial
scheme: UniCredit Banca in the north, UniCredit Banca di Roma in the centre/south, and Banco di Sicilia in Sicily; (iii) reallocation of corporate and
private clients, residential mortgages and personal loans from former Capitalia banks to the segment banks and companies created by the Group.
**********
With particular reference to the unfavourable international climate and its repercussions on the financial system, we constantly monitored the liquidity
situation and the actions taken to ensure capital adequacy. We obtained from the management the necessary information on the maintenance of
the capital requirements and on the actions taken for consolidation and for the strengthening of risk management. We also obtained frequent and
repeated reassurances from the external Auditors concerning the correct presentation, in the accounts and in the interim reports, of the valuations of
Italian and foreign assets with the greatest exposure to the volatility of the financial markets.
280 2008 Reports and Accounts · UniCredit SpA
**********
During 2008, the Internal Audit maintained its focus on the greatest risks to which the Group is exposed. The activities of the Group Internal Audit
determined that the system of internal controls within the Group was satisfactory overall, while noting the need for improvement in a number of areas.
In addition to monitoring the activities of local internal auditors, the Internal Audit Department completed 79 direct audits following specific requests;
of these, 52 concerned the parent company and 27 were carried out by the Internal Audit Department jointly with local Internal Audit Departments.
We examined each of these audits and made pertinent recommendations where considered appropriate.
**********
The supervisory duties of the Board of Statutory Auditors were also carried out by means of 21 team audits (including one performed on a foreign
branch), meetings with the Auditors of the principal Italian subsidiaries, meetings with the Chairs of the Internal Control and Risks Committees of
the principal Italian subsidiaries, and meetings with the chief external Auditors of the principal Italian and foreign subsidiaries. No significant findings
emerged requiring to be reported to the regulatory authorities.
**********
During the course of 2008 and up to the present date, the Board of Statutory Auditors received two complaints pursuant to § 2408 Civil Code.
Mr Salvo Cardillo invited the Board of Statutory Auditors to verify compliance with the rules on prompt communication to the public of privileged
information for the period 1 September 30, 2008 and any omissions from such information, also in respect of the real estate market. In the period
indicated by Mr Cardillo, it was found that the Directors were not entered in the “occasional” section of the Registry of persons having access to
privileged information. Furthermore, during the same period of time and in subsequent days, it was found that eight “price sensitive” press releases
had been made to the market pursuant to § 114 of the Consolidated Finance Act, concerning, among other things, the financial situation of the
UniCredit Group and the prompt measures taken to significantly strengthen its asset base. With regard to the alleged inertia on the part of the Directors
in defending the interests of the Group, according to the findings of the audits carried out, the company, its Managing Director and other company
representatives provided news, data and information to the public about the Group, which was cited in 17 national and international press articles,
as well as on the company website. More specifically, with specific reference to the real estate market, it was confirmed that HYPO Real Estate was
never part of the UniCredit Group, having left the HVB Group long before it was acquired by UniCredit.
Mr Santoro followed up a similar accusation made in 2007, which was reported on in last year’s report to the shareholders, by stating the following
facts to the Statutory Auditors on March 23, 2009 and requesting they take action accordingly:
1. In the motion and the public prosecutor’s and examining judge’s dismissal of the prosecution of managers of the former Capitalia Group for
aiding and abetting and false accounting, as stated by the accuser, in the bank’s management of various reorganizations of its subsidiary Sanità
SpA, serious offences. In February 2009 Mr Santoro appealed to the Supreme Court against the dismissal.
2. Mr Profumo should not have told the Shareholders’ Meeting held on November 14, 2008 that no further action was to be taken in respect of
the liability of the Directors of Sanità SpA, already approved by a final judgement of the magistracy, because the shareholders of Sanità SpA had
rejected it, given that Banca di Roma held 99.9% of the capital of Sanità SpA and should have abstained on the grounds of conflict of interest.
3. Mr Profumo should not have stated to the Shareholders’ Meeting that the career bonus paid to Mr Geronzi was duly resolved by the Board of
Directors as proposed by the Remuneration Committee and having consulted the Statutory Auditors, as required by § 2389, 3 Civil Code, to
which §19 of Capitalia’s By-Laws refers, since the mentioned section of the Civil Code contemplates only compensation paid to Directors for
special mandates and §19 of Capitalia’s By-Laws does not concern the option of paying a career bonus.
4. Mr Profumo should not have stated to the Shareholders’ Meeting that the bank bears the defence costs of Mr Geronzi and the other accused
given the provisions of the collective labour contracts whenever criminal acts or personal interest or profit are to be excluded from their behaviour,
since these offences are not only very serious and recognized by the judicial system, but also aimed to conceal the real situation of the bank
from the supervisory authorities.
5. Mr Profumo should not have told the Shareholders’ Meeting that no provision was being made for Parmalat’s claim for damages of e5 billion
and then reach a settlement costing e200 million.
UniCredit SpA · 2008 Reports and Accounts 281
Report and Resolutions
Report of the Board
of Statutory Auditors (C
ontinued)
6. The following checks were requested in respect of the last capital raising:
a. Which parties subscribed shares at e3.083 instead of buying them in the stock exchange for under e1.50;
b. Whether Mediobanca’s purchase of the shares not taken up is in violation of § 2359 et seq. Civil Code;
c. Whether the continual sales of the bank’s shares in the stock exchange are not determined by those who are aware that the real situation is
very different from the officially described state of affairs, with particular reference to loans and possible future losses.
On point 1, the Statutory Auditors are not able to make a judgment since the matter is still sub judice.
On point 2, given that the mere ownership of a majority of the shares in a company does not cause to exist, per se, a situation of conflict of interest
for the shareholder who is called on to express an opinion of a liability action unless the existence of a specific interest of the shareholder in question
is proven contrary to the interest of the company, the Statutory Auditors note that, in the specific case, their checks showed that the shareholders of
the mentioned company had always rejected (by a vote of the majority of those present) the liability action, since it would have brought no advantage
to the company. Consequently, the very existence of this reason manifests the fact that the shareholder made a judgment in the interest of the
company at the time of the decision in which no conflict of interest can be found, consistently with the foregoing. The Statutory Auditors record lastly
that until the 2003 reform of corporate law, the only party allowed to promote a liability action against serving Directors in 1992 was Sanità SpA and
not individual shareholders.
On point 3, the Statutory Auditors examined the documents then prepared by Capitalia SpA, including a pro-veritate opinion by a leading legal firm,
which confirmed that the career bonus is regulated by § 2389, paragraph 3 of the Civil Code.
On point 4, the Statutory Auditors refer to point 1. According to the dismissal order, no liability is ascribable to former Capitalia Group members,
therefore the behaviour of the Bank in respect of bearing the defence costs is legitimate.
On point 5, the Statutory Auditors noted that Mr Profumo in the shareholders’ meeting of November 14, 2008 had confirmed the transaction with
the Parmalat Group during the extraordinary meeting and had explained the reasons according to which a claim of e12 billion should be defined
costing e270 million.
On point 6, the Statutory Auditors performed the checks required and noted that:
a. The parties who subscribed shares are individuals and legal persons; detailed information received by intermediaries is available to all
shareholders in the shareholders’ book kept at the Company;
b. The provisions of § 2359-bis of the Civil Code – Subscription of shares by subsidiaries – is not applicable since Mediobanca SpA is not a
subsidiary of UniCredit SpA;
c. Loan quality control systems aim to prevent that the loan quality is assessed unilaterally. The segregated assessment, control and monitoring
functions shall ensure objectivity. The Audit function supervises compliance with rules and procedures.
Mr Santoro invited the Board of Statutory Auditors to supervise the adequacy of the organisational, administrative and accounting structure adopted
by the company as well as its effective functioning, and mentioned two cases in which he had noted criticisable behaviours. The Statutory Auditors
are examining the two cases in compliance with their supervisory role.
During the course of 2008 and up to the present date, we received 3 statements providing for the implementation, when appropriate, of the necessary
corrective actions in relation to the identified issues.
**********
282 2008 Reports and Accounts · UniCredit SpA
With regard to the mandates conferred on the external auditors, the following additional mandates were entrusted to KPMS SpA. and its
network (“parties related to the Company responsible for the auditing of ongoing relations” form part of the network, as defined by CONSOB
Regulation No. 11971):
- Issuance of a “comfort letter” regarding bond issues on the US market, for a fee of e45,000.00;
- Issuance of a “comfort letter” regarding bond issues on the European market (6), for a fee of e481,800.00;
- Auditing of the English version of the statutory and consolidated accounts at December 31, 2008 and of the half-yearly report at 30 June 2008,
for a fee of e13,900.00;
- Auditing of the interim consolidated accounts at September 30, 2008, for a fee of e679,000.00;
- Auditing of pro-forma figures from the Prospectus pertaining to the UniCredit capital increase, and issuance of a “comfort letter” relating to the
accounting data in the Prospectus, for a fee of e1,600,000.00;
- Signature of the Unified Tax Return form and Simplified and Standard Tax Form 770, for a fee of e25,000.00;
- Auditing of the accounts of the UniCredit Group at December 31, 2008, for a fee of e300,000.00;
- Review of the reporting system for the accounts of the UniCredit Group at December 31, 2008, for a fee of e40,000.00;
- Translation of financial reports issued for the purposes of the Warsaw Stock Exchange, for a fee of e80,000.00;
**********
The Board of Statutory Auditors issued the opinions required pursuant to Art. 2389 of the Civil Code regarding the remuneration of Directors carrying
out special duties.
In addition, pursuant to Art. 5, paragraph 2 of the Supervisory Requirements concerning the Regulation of Covered Bonds, we issued our favourable
opinion on the legal conformity of the activities described in the UniCredit Group Covered Bonds Programme, and the supervisory requirements
and provisions of Banca d’Italia. In addition, we issued our favourable opinion on the comments contained in the product Sheet, confirming the
maintenance of the bank’s economic and capital equilibrium as provided for by the Group Financial Audit Plan approved by the Board of Directors on
January 22, 2008, designed to maintain the bank’s economic and capital equilibrium.
*********
Pursuant to the market regulation instructions issued by Borsa Italiana [Italian Stock Exchange], we have provided you with the Annual Report on the
Corporate Governance system and on compliance with the Corporate Governance Code for Listed Companies.
The Board of Statutory Auditors has verified the proper application of the assessment criteria and procedures adopted by the Board of Directors to
assess the independence of its own members.
**********
The external Auditors have expressed a positive opinion on the company accounts and consolidated accounts. The Board of Statutory Auditors has
noted that the accounts have been prepared in conformity with the applicable rules, and has found the information provided by the Board of Directors
in its reports to be complete, adequate and consistent with the data contained in the accounts, as well as with the requirements of Banca d’Italia
and CONSOB. The Board of Statutory Auditors believes that the appropriation of the profits for the year, as proposed by the Board of Directors, is not
contrary to the provisions of the law and of the By-laws.
April 10, 2009
THE BOARD OF STATUTORY AUDITORS
GIORGIO LOLI (Chairman)
GIAN LUIGI FRANCARDO
SIEGFRIED MAYR
ALDO MILANESE
VINCENZO NICASTRO
UniCredit SpA · 2008 Reports and Accounts 283
Report and Resolutions
Report of the Board
of Statutory Auditors (C
ontinued)
List of the offices of every member of the Board of Statutory
Auditors (Annex 5bis - Table 4)
Name
Company
Office
held
Expiry
of office
Giorgio Loli
Nr. of offices held
in listed companies
2
Acer Italia SpA
Member of the Board of
Statutory Auditors
Coesia SpA
Chairman of the Board of
Statutory Auditors
Finprema Srl
Chairman of the Board of
Statutory Auditors
G.D SpA
Chairman of the Board of
Statutory Auditors
Isoil Impianti SpA
Member of the Board of
Statutory Auditors
Isoil Industria SpA
Member of the Board of
Statutory Auditors
ITS SpA
Director
Maire Technimont SpA
Chairman of the Board of
Statutory Auditors
Polaroid (Italy) SpA
in liquidation
Member of the Board of
Statutory Auditors
StyleMark SpA
Chairman of the Board of
Statutory Auditors
Residenziale Immobiliare
2004 SpA
Chairman of the Board of
Statutory Auditors
Studio Arte Srl
Chairman of the Board of
Directors
UniCredit Real Estate SpA
Member of the Board of
Statutory Auditors
UniCredit SpA
Chairman of the Board of
Statutory Auditors
Poli e Associati SpA
Member of the Board
Consorzio del Compr. Del
Porto di S. Teresa Gallura
Member of the Board
Verde Moscova
Soc. Coop
Member of the Board of
Statutory Auditors
Perennius Capital
Partners SGR SpA
Chairman of the Board of
Statutory Auditors
284 2008 Reports and Accounts · UniCredit SpA
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2009
Total nr. of
offices held
18
Name
Company
Office
held
Expiry
of office
Gian Luigi Francardo
1
Chairman of the Board of
Statutory Auditors
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2010
Official Receiver
Until end of the office
Office
held
Expiry
of office
Member of the Board of
Statutory Auditors
Approval of Financial
Statements at
12.31.2009
UniCredit SpA
Member of the Board of
Statutory Auditors
UniCredit Banca SpA
Member of the Board of
Statutory Auditors
Pioneer Global Asset
Management SpA
Chairman of the Board of
Statutory Auditors
Uniaudit SpA
Chairman of the Board of
Statutory Auditors
SAIWA SpA
Comar Ass.ni SpA
(in compulsory receivership)
Name
Nr. of offices held
in listed companies
Company
Siegfried Mayr
Nr. of offices held
in listed companies
1
UniCredit SpA
Total nr. of
offices held
6
Total nr. of
offices held
1
UniCredit SpA · 2008 Reports and Accounts 285
Report and Resolutions
Report of the Board
of Statutory Auditors (C
ontinued)
List of the offices of every member of the Board of Statutory
Auditors (Annex 5bis - Table 4) (Continued)
Name
Company
Office
held
Expiry
of office
Aldo Milanese
Nr. of offices held
in listed companies
3
AEM Torino
Distribuzione SpA
Chairman of the Board of
Statutory Auditors
Member of the Board of
Directors
Azimut Holding SpA
Centro Estero per
l’Internazionalizzazione
del Piemonte S.c.p.A. CIEP S.c.p.A.
Chairman of the Board of
Statutory Auditors
Federal Mogul Italy Srl
Member of the Board of
Statutory Auditors
Finanziaria
Città di Torino Srl
Chairman of the Board of
Statutory Auditors
Finanziaria Fondazioni
SpA in Liquidazione
Chairman of the Board of
Statutory Auditors
Holding Piemonte e
Valle d’Aosta SpA
Member of the Board of
Statutory Auditors
IRIDE SpA
Chairman of the Board of
Statutory Auditors
Pegaso Investimenti
Campioni d’Impresa SpA
Member of the Board of
Statutory Auditors
Pronto Assistance SpA
Chairman of the Board of
Statutory Auditors
Teksid SpA
Chairman of the Board of
Statutory Auditors
Torino Nuova
Economia SpA
Member of the Board of
Statutory Auditors
UniCredit Family
Financing Bank SpA
Chairman of the Board of
Statutory Auditors
UniCredit SpA
Member of the Board of
Statutory Auditors
UniCredit Private
Banking SpA
Chairman of the Board of
Statutory Auditors
UniManagement Srl
Chairman of the Board of
Statutory Auditors
286 2008 Reports and Accounts · UniCredit SpA
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2011
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2009
Total nr. of
offices held
16
Name
Company
Office
held
Expiry
of office
Vincenzo Nicastro
Nr. of offices held
in listed companies
2
Filati Bertrand in
Administration
Carrozzeria Bertone
SpA in Administration
Chairman of the
Supervisory Committee
Provisional Liquidator
UniCredit SpA
Member of the Board of
Statutory Auditors
UniCredit Corporate
Banking SpA
Chairman of the Board of
Statutory Auditors
UniCredit Leasing SpA
Member of the Board of
Statutory Auditors
Sitech SpA
Member of the Board of
Statutory Auditors
Realty Vailog SpA
Director
Reno de Medici SpA
Director
Red.IM Srl
Chairman of the Board of
Directors
Chia Hotels &
Resorts SpA
Chairman of the Board of
Statutory Auditors
Costa Verde Arbus Srl
Member of the Board of
Statutory Auditors
Cosud Srl
Member of the Board of
Statutory Auditors
Total nr. of
offices held
12
//
//
Approval of Financial
Statements at
12.31.2009
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2011
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2008
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2011
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2010
Approval of Financial
Statements at
12.31.2008
UniCredit SpA · 2008 Reports and Accounts 287
Report of the External Auditors
UniCredit SpA · 2008 Reports and Accounts 289
Resolutions passed
at the Shareholders’ Meeting
UniCredit SpA · 2008 Reports and Accounts 293
Report and Resolutions
Resolutions passed
at the Shareholders’ Meeting
Resolutions of the shareholders’ meeting held on April 29, 2009
The Ordinary Meeting of the Shareholders of UniCredit held on April 29, 2009, having noted the Reports of the Directors and the Statutory
Auditors for the 2008 financial year, approved the Accounts as at December 31, 2008 and resolved to appropriate net profit as proposed by
the Board of Directors, viz.:
• to pay a dividend of 0.025 on each savings share, payable as from May 21, 2009, going ex-dividend on May 18, 2009, through the
intermediaries that participate in the Monte Titoli system.
The Extraordinary Meeting of the Shareholders of UniCredit resolved to approve the proposed scrip issue pursuant to §2442 Civil Code in
the amount of 1,218,815,136.50 through the issue of 2,435,097,842 ordinary shares and 2,532,431 savings shares with a par value
of 0.50 each, to be assigned to holders of ordinary shares and saving shares in the Company, imputing to capital a Reserve for the
assignment of profit to shareholders by means of a scrip issue of new shares for the above amount set up on approval of the appropriation
of net profit for the year 2008. The new shares will be assigned in the ratio of 29 new ordinary shares to 159 ordinary shares held
and 7 new savings share to 60 saving shares held with a par value of 0.50 each.
The shares will be listed “ex-assignment” as of May 18, 2009 and the new shares will be placed at the disposal of shareholders according to
the above ratios as from May 21, 2009.
The Shareholders’ Meeting also resolved to:
• fix the number of members of the Board of Directors at 23 for financial years 2009 through 2011, and appointed the following Directors to
remain in office until the approval of the 2011 Accounts:
1. Giovanni BELLUZZI
2. Farhat Omar BENGDARA
3. Manfred BISCHOFF
4. Vincenzo CALANDRA BUONAURA
5. Luigi CASTELLETTI
6. Enrico Tommaso CUCCHIANI
7. Donato FONTANESI
8. Francesco GIACOMIN
9. Piero GNUDI
10. Friedrich KADRNOSKA
11. Marianna LI CALZI
12. Salvatore LIGRESTI
13. Luigi MARAMOTTI
14. Antonio Maria MAROCCO
15. Fabrizio PALENZONA
16. Carlo PESENTI
17. Alessandro PROFUMO
18. Dieter RAMPL
19. Hans Jürgen SCHINZLER
20. Anthony WYAND
21. Franz ZWICKL
22. Theodor WAIGEL
23. Lucrezia REICHLIN
294 2008 Reports and Accounts · UniCredit SpA
• fix the compensation of the Board of Directors and members of Board Committees, for each year in office, as provided by § 26 of the
Company’s By-Laws and the Chairman of the Supervisory Body pursuant to Law 231/01 as follows:
- Board of Directors: 3.200.000, of which 1.315.000 to the Members of Board Committees;
- Attendance fee for Board and Committee meetings: 400;
- Chairman of the L231 Supervisory Body: 25.000.
• authorize the Directors of UniCredit to hold office in competitor concerns, pursuant to § 2390 Civil Code;
• approve the UniCredit Group’s remuneration policy;
• approve the 2009 UniCredit Group Employee Share Ownership Plan.
UniCredit SpA · 2008 Reports and Accounts 295
Creative concept, Graphic development and Composition:
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Printed: Grafiche Milani Segrate (Milano)
May 2009
At UniCredit Group we are aware that our business activities have an impact on the environment,
and always factor environmental sustainability into our strategic decisions.
In 2009 the greenhouse gas emissions associated with the paper used for the publication
of 2008 Consolidated Reports and Accounts and Sustainability Report have been offset by a contribution
to a biomass-fueled district heating plant in Italy (Valtellina).
The offsets for the 2008 Consolidated Reports and Accounts and Sustainability Report
were executed in association with AzzeroCO2
Pictures
Cover, sorter pages and Top Manager
Courtesy Ferruccio Torboli (UniCredit Group)
Printed on certified recycled chlorine-free paper.
www.unicreditgroup.eu
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