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Interim report on operations
Interim report on operations as at 31 March 2015 INTERIM REPORT ON OPERATIONS AS AT 31 MARCH 2015 ________________________________________________________________________________________________________________________________________________ Banco Popolare Società Cooperativa Registered office and General headquarters: Piazza Nogara, 2 - 37121 Verona Fully paid up share capital as at 31 March 2015: euro 6,092,996,076.83 Tax Code, VAT No. and Verona Companies’ Register Enrolment No. 03700430238 Member of the Interbank Deposit Guarantee Fund and the National Guarantee Fund Parent Company of the Banco Popolare Banking Group Enrolled in the register of Banking Groups 2 ________________________________________________________________________________________________________________________________________________ OFFICERS, DIRECTORS AND INDEPENDENT AUDITORS AS AT 31 MARCH 2015 Chairman Deputy Chairman Deputy Chairman Managing Director Directors Board of Directors Carlo Fratta Pasini (*) Guido Castellotti (*) Maurizio Comoli (*) Pier Francesco Saviotti (*) Patrizia Codecasa Luigi Corsi Domenico De Angelis (*) Maurizio Faroni (*) Gianni Filippa Cristina Galeotti Andrea Guidi Valter Lazzari Maurizio Marino Daniela Montemerlo Giulio Pedrollo Enrico Perotti Claudio Rangoni Machiavelli Fabio Ravanelli Cecilia Rossignoli Sandro Veronesi Franco Zanetta Tommaso Zanini Cesare Zonca (*) Cristina Zucchetti (*) members of the Executive Committee Chairman Standing Auditors Alternate Auditors General Manager Joint General Manager Standing members Alternate Members Board of Statutory Auditors Pietro Manzonetto Maurizio Calderini Gabriele Camillo Erba Claudia Rossi Alfonso Sonato Marco Bronzato Paola Pesci General Management Maurizio Faroni Domenico De Angelis Ethics and Disciplinary Committee Aldo Bulgarelli Luciano Codini Giuseppe Germani Matteo Bonetti Donato Vestita Manager responsible for preparing the Company’s financial reports Gianpietro Val Independent Auditors Reconta Ernst & Young S.p.A. 3 ________________________________________________________________________________________________________________________________________________ 4 ________________________________________________________________________________________________________________________________________________ 5 CONTENTS Group structure ........................................................................................................................................................ 6 Banco Popolare Group Territorial Network.................................................................................................................. 8 Group financial highlights....................................................................................................................................... 10 Notes to the Interim Report on Operations ............................................................................................................... 12 Operating performance of the Group ....................................................................................................................... 18 Results .................................................................................................................................................................. 24 Risk management................................................................................................................................................... 49 Other information................................................................................................................................................... 58 Key financial highlights of the main Group companies.............................................................................................. 58 Significant events after the end of the period ........................................................................................................... 58 Outlook for business operations.............................................................................................................................. 60 Declaration of the Manager responsible for preparing the Company’s financial reports .............................................. 61 6 GROUP STRUCTURE: MAIN COMPANIES 100% ALETTI GESTIELLE SGR 83.4% BANCA ALETTI 100% 80% BANCA RELEASE ITALEASE BP LUXEMBOURG 100% 16.6% ITALEASE GESTIONE BENI 80% BP PROPERTY MANAGEMENT 100% 100% SOCIETÀ GESTIONE SERVIZI RELEASE 100% ITALEASE GESTIONE BENI BIPIELLE REAL ESTATE 100% 100% ALBA LEASING TECKMARKET TECMARKET 32.8% 30.2% 100% HOLDING DI PARTECIPAZIONI 100% AGOS DUCATO 39% POPOLARE VITA ALBA LEASING 24.4% 30.2% 25.6% POPOLARE VITA AVIPOP ASSICURAZIONI 24.4% 49.9% 25.6% AVIPOP ASSICURAZIONI 49.9% 7 GROUP STRUCTURE: BUSINESS LINES COMMERCIAL NETWORK INVESTMENT & PRIVATE BANKING ASSET MANAGEMENT LEASING CORPORATE CENTRE AND OTHER BANCO POPOLARE BANCA ALETTI BANCA RELEASE ITALEASE BANCO POPOLARE BPV division (North East) BPL division (North and Centre) BPN division (North West, Centre and South) CB division (Bergamo) ALETTI GESTIELLE SGR RELEASE ASSOCIATED COMPANIES GROUP FUNCTIONS • Group Finance • Securities portfolio • Institutional funding • Custodian bank FOREIGN BANKS • Alba Leasing PRODUCT AND REAL ESTATE COMPANIES • Società Gestione Servizi • Bipielle Real Estate ASSOCIATED COMPANIES • Agos Ducato Alba Leasing • Popolare Vita Popolare Vita • Avipop Assicurazioni • Avipop Assicurazioni The BPV division works with the trademarks: Banca Popolare di Verona, Banco S. Geminiano e S. Prospero, Banco S. Marco, Banca Popolare del Trentino and Cassa di Risparmio di Imola. The BPL division works with the trademarks: Banca Popolare di Lodi, Cassa di Risparmio di Lucca Pisa e Livorno, Banco di Chiavari e della Riviera Ligure, Banca Popolare di Cremona and Banca Popolare di Crema. The BPN division works with the trademarks: Banca Popolare di Novara and Banco Popolare Siciliano. The CB division works with the trademark Credito Bergamasco. GROUP TERRITORIAL NETWORK Figures as at 31 03 2015 Banca Popolare di Verona Banco S.Geminiano e S.Prospero Banco San Marco Banca Popolare del Trentino Cassa di Risparmio di Imola TERRITORIAL DEPARTMENT BANCO S.GEMINIANO E S.PROSPERO Banca Popolare di Novara Banco Popolare Siciliano TERRITORIAL DEPARTMENT CENTRE SOUTH (ROME) Credito Bergamasco Banca Popolare di Lodi Cassa di Risparmio di Lucca Pisa Livorno Banco di Chiavari e della Riviera Ligure Banca Popolare di Cremona Banca Popolare di Crema TERRITORIAL DEPARTMENT CASSA DI RISPARMIO DI LUCCA PISA E LIVORNO (LUCCA) Multi trademark areas Banco Popolare not present NUMBER OF BANCO POPOLARE GROUP BRANCHES EXCLUDING 36 TREASURY BRANCHES Banco Popolare Banca Aletti Total 1,779 34 1,813 ________________________________________________________________________________________________________________________________________________ Banco Popolare Group Branches in Italy (*) Banco Popolare Banca Aletti Total 9 Number 1,779 34 1,813 (*) Excluding 36 treasury branches Presence abroad Overall, the Group has 3 foreign branches, managed by its subsidiary companies BP Luxembourg, Banca Aletti Suisse and Banco Popolare in London. The Group’s presence on markets of interest for Italian exports takes the form of Representative Offices in China (Hong Kong and Shanghai), India (Mumbai) and Russia (Moscow). ______________________________________________________________________________________________________________________________________________ 10 GROUP FINANCIAL HIGHLIGHTS The highlights and main ratios of the Group, calculated on the basis of the reclassified financial statements, are presented below. In previous years, the Banco Popolare Group exercised the option of designating financial liabilities issued by the bank at fair value (“fair value option”) as an alternative to hedge accounting, also for issues classified as institutional. Measuring the financial liabilities placed on the institutional market at fair value also entails measuring the impact of the change in its own creditworthiness following the date of issue of the liability. Due to said previous option, the Group’s profit (loss) is influenced to a significant extent by its creditworthiness measured on the basis of market quotations of the specific credit default swap. Given the fact that the economic impact of the fair value option has no value in terms of analysing the Group’s effective profitability, in the tables below, it was considered appropriate to show the impact of the afore-mentioned fair value option in a separate item, also showing the profit (loss) of previous (1) periods compared net of said impact . (in millions of euro) Income statement figures Financial margin Net fee and commission income Operating income Operating expenses Income (loss) from operations Income (loss) before tax from continuing operations Net income (loss) without FVO FVO Impact Net income (loss) (in millions of euro) Statement of financial position figures Total assets Loans to customers (gross) Financial assets and hedging derivatives Shareholders' equity Customers financial assets Direct funding Indirect funding - Asset management - Mutual funds and SICAVs - Securities and fund management - Insurance policies - Administered assets Information on the organisation Average number of employees and other staff (*) Number of bank branches (**) Q1 2015 Q1 2014 Change 412.2 422.3 954.0 (539.5) 414.5 186.3 217.2 (8.4) 208.8 391.9 371.7 892.6 (554.7) 337.9 5.9 1.2 (20.1) (19.0) 5.2% 13.6% 6.9% (2.7%) 22.7% not significant not significant (58.0%) 31/03/2015 31/12/2014 Change 125,745.6 88,635.4 29,120.4 8,418.7 123,081.7 87,661.2 26,190.6 8,064.2 2.2% 1.1% 11.2% 4.4% 85,701.3 73,405.6 35,206.5 19,790.7 4,651.0 10,764.8 38,199.0 86,513.5 66,476.0 32,552.6 15,539.4 6,716.1 10,297.1 33,923.4 (0.9%) 10.4% 8.2% 27.4% (30.7%) 4.5% 12.6% 17,169 1,852 17,575 1,858 (*) Weighted average calculated on a monthly basis. This does not include the Directors and Statutory Auditors of Group companies. (**) Including treasury and foreign branches. (1) It should also be noted that on 24 July 2014, the International Accounting Standard Board (“IASB”) issued the final version of the new accounting standard “IFRS 9 – Financial Instruments”. One of the changes introduced by the new standard is the elimination of income statement volatility resulting from changes in creditworthiness. The latter changes will now be recognised directly as changes in shareholders’ equity, without passing through the income statement. Companies may apply this new approach for recognition of the same even before implementing the other changes introduced by the new accounting standard. The standard must be applied from 1 January 2018, however early application will be permitted as soon as the same has become part of Community regulations. The proposed presentation of income statement figures therefore anticipates the expected change in the accounting recognition of this particular phenomenon, immediately providing an income statement result that is free of the impact of changes in creditworthiness. ______________________________________________________________________________________________________________________________________________ 11 Financial and economic ratios and other Group figures 31/03/2015 31/12/2014 Profitability ratios (%) Annualized ROE Annualized Return on asset (ROA) Financial margin / Operating income Net fee and commission income / Operating income Operating expenses / Operating income 10.17% 0.66% 43.21% 44.26% 56.55% not significant not significant 48.60% 40.92% 67.02% Operational productivity figures (000s of euro) Loans to customers (gross) per employee (**) Annualized operating income per employee (**) Annualized operating expenses per employee (**) 5,162.5 222.3 125.7 4,987.8 192.7 129.1 Credit risk ratios (%) Net bad loans / Loans to customers (net) Unlikely to pay/ Loans to customers (net) Net bad loans / Shareholders' equity 7.65% 9.42% 73.46% 7.52% 8.34% 74.40% 11.43% 11.83% 13.89% 4.74% 11.87% 12.26% 14.62% 4.86% 23.16% 2.98% 2.46% 0.51% 3.01% 103.42% 21.28% 2.94% 2.42% 0.52% 2.50% 101.33% 362,179,606 362,179,606 14.56 8.91 12.45 15.78 8.97 12.05 Capitalisation ratios Common equity tier 1 ratio (CET1 capital ratio) Tier 1 capital ratio Total capital ratio Tier 1 capital ratio / Tangible assets Other ratios Financial assets / Total assets Derivative assets / Total assets - trading derivatives / total assets - hedging derivatives / total assets Net trading derivatives / Total assets Gross loans/Direct funding Banco Popolare stock Number of outstanding shares Official closing prices of the stock - Maximum - Minimum - Average (*) The ratios were calculated excluding the economic effect of the FVO. (**) Arithmetic average calculated on a monthly basis which does not include the Directors and Statutory Auditors of Group companies. ______________________________________________________________________________________________________________________________________________ 12 NOTES TO THE INTERIM REPORT ON OPERATIONS Structure, principles and content of the Interim report on operations This Interim report on operations as at 31 March 2015, approved by the Board of Directors of Banco Popolare on 12 May 2015, was prepared pursuant to Article 154-ter of Italian Legislative Decree no. 58 of 24 February 1998 and subsequent amendments and aims to promptly provide indications of the Group’s general performance based on rapidly and easily determined economic-financial data. The statement of financial position and income statement figures illustrated in this document are prepared by applying the measurement bases already used for the purposes of preparing the consolidated financial statements as at 31 December 2014, which comply with the IAS/IFRS and related IFRIC interpretations, as endorsed by the European Commission, pursuant to EU Regulation no. 1606 of 19 July 2002. More specifically, the Report reflects the statement of financial position and income statement situations of Banco Popolare and its subsidiary companies on a consolidated basis as at 31 March 2015, as described in the section “Scope of consolidation and methods”. In drawing up this Report, estimation procedures were used different to those normally adopted for the preparation of the annual accounts. More specifically, with reference to certain commission items as well as administrative expenses, given the impossibility of determining the entity of the revenues and expenses associated respectively with services provided and those received but not yet invoiced by means of the usual methods, Group companies have drawn up their accounting statements using estimated data. For an illustration of recognition, classification, measurement, derecognition and recognition of income components relating to financial statement items, please refer to the content of the financial statements as at 31 December 2014 (“Part A - Accounting policies”). The section below “New accounting standards or amendments to accounting standards validated by the European Commission” illustrates the new accounting standards or amendments to such standards that became mandatory on 1 January 2015. The “Report” comprises the following financial statements: the statement of financial position as at 31 March 2015, compared with the situation as at 31 December 2014, relating to the last annual financial statements published; the income statement as at 31 March 2015, compared with the results from the corresponding period of the previous year. These statements are presented in reclassified format, based on the schedules drawn up in accordance with the provisions contained in the Bank of Italy Circular no. 262 “Bank financial statements: layouts and rules for preparation” and are accompanied by several tables providing details of the main reclassified items of the statement of financial position and income statement and relative comments. The purpose of illustrating the statements in reclassified format is to provide an immediate picture of the Group’s economic-capital performance, based on operational criteria. This Interim report on operations is not subject to auditing by the independent auditors. The amounts in this document are stated, unless otherwise specified, in thousands of euro. New accounting standards or amendments to accounting standards validated by the European Commission Starting from financial year 2015 the provisions set out in Regulations 634/2014 and 1361/2014 were applicable, validating the following, respectively: interpretation IFRIC 21 “Levies”; the “Annual Improvements - 2011-2013 Cycle”, which introduced, as part of the ordinary rationalisation of the accounting standards, several insignificant amendments to the standards IFRS 3, IFRS 13 and IAS 40. The amendments introduced aim to resolve several inconsistencies and/or provide methodological clarifications. With regard to IFRIC 21, the purpose of the new interpretation is to provide some guidelines on the recognition in the accounts of several levies that are not covered by standard IAS 12. Specifically, the interpretation identifies the “obligating event” for the recognition of a liability associated with certain levies, i.e. the important fact/situation that triggers the payment obligation (e.g. the fact that the entity is operational at a certain future date or that it reaches a certain minimum threshold of activity). For a complete illustration of the standards validated by the European Commission for which the Group, where permitted, did not apply the early adoption option for 2015 and for those issued by the IASB but not yet approved by the European Commission, and thus not applicable, refer to that set forth in “Part A – Accounting Policies” of the 2014 Financial Statements, as no change occurred up to the date of approval of this report. Credit quality – new definitions and restatement of figures as at 31 December 2014 On 9 January 2015 the European Commission approved Implementing Regulation 2015/227, published in the Official Gazette of the European Union on 20 February 2015, which validated the Implementing Technical Standards (ITS) of the EBA containing the definition of Non-Performing Exposure and Forborne Exposure, for the purpose of ensuring a standardised classification at European level for the purposes of regulatory supervision. ______________________________________________________________________________________________________________________________________________ 13 For the purpose of alignment with EU regulations (ITS), on 20 January 2015, the Bank of Italy published an update to Circular no. 272, in which the new prudential criteria to apply are defined, for the purpose of classifying credit quality, as of 1 January 2015. In detail, the previous four categories of non-performing loans (“bad”, “substandard”, “non-performing past due” and “restructured” loans) are replaced by three new categories (“bad”, “unlikely to pay” and “past due” loans), whose total constitutes the aggregate “Non-Performing Esposures” of the ITS issued by the EBA. Disclosure on credit quality in this Report on Operations is provided based on the new categories of non-performing exposures, established for the purpose of generating statistical supervisory reports, as they are deemed consistent with the IAS/IFRS. For comparative purposes, credit exposures classified as at 31 December 2014 in the categories “substandard” and “restructured” exposures, now repealed, were included in the new category “unlikely to pay”, as it was deemed that the requirement whereby the debtor is assessed by the Bank “as unlikely to pay its credit obligations in full without realisation of collateral” was met. The new regulations also introduced the obligation to indicate “forborne exposures” (forbearance) under both nonperforming exposures and performing exposures. With regard to these latter exposures, on 11 November 2014 a specific policy was approved - “Forbearance exposures”, which governs the identification and classification principles and criteria in line with the provisions of the ITS of the EBA for “forborne” exposures, both performing and nonperforming. At the date of drafting this Report, implementation was under way of the organisational processes and IT procedures required to accurately identify, monitor and manage the evolution of “forborne exposures”. As stated in the Group Annual Financial Report as at 31 December 2014, to which reference should be made for more details, said implementations will be completely applied during 2015. In consideration of the development under way illustrated above, at the date of drafting this Report, the information relating to forborne exposures is incomplete and, thus, is not shown. Contributions to deposit guarantee schemes and resolution mechanisms With Directives 2014/49/EU (Deposit Guarantee Schemes Directive – DGS) of 16 April 2014 and 2014/59/EU (Bank Recovery and Resolution Directive - BRRD) of 15 May 2014 and the creation of the Single resolution Mechanism (EU Regulation no. 806/2014 of 15 July 2014), significant changes were made to European law concerning the governance of banking crises, with the strategic purpose of strengthening the single market and ensuring system-wide stability. As illustrated in greater detail below, said regulations had a significant impact on the financial statements in terms of the obligation to set up specific provisions using financial resources which, as of 2015, must be provided through contributions from credit institutions. Contribution obligations deriving from the Deposit Guarantee Schemes Directive Directive 2014/49/EU harmonises the levels of protection offered by national deposit guarantee schemes (DGS) and their methods of action, in order to eliminate possible competitive inequality in the European market. To that end, the Directive requires that national DGS (in Italy, the Interbank Deposit Guarantee Fund - IDGF) establish resources commensurate to the guaranteed deposits, which must be provided through mandatory contributions from credit institutions. The change for Italian banks is the new mechanism for financing the fund: the system has been changed from an ex-post contribution system, where funds are requested in the event of need, to a mixed system, where the funds must be paid in ex ante until a minimum target level of the fund is reached, by ten years from the entry into force of the Directive (by 3 July 2024), equal to 0.8% of guaranteed deposits. The contributions from each entity are calculated based on the ratio of the amount of their deposits to the total amount of the country’s guaranteed deposits. For the purpose of reaching the target level, the financial resources provided by credit institutions may include payment commitments, in the maximum amount of 30%. These commitments must be backed by collateral comprised of low risk assets not encumbered by third-party rights, and must be fully available to the national DGS. The EBA shall issue guidelines on the payment commitments to ensure standardised application of the directive. Contribution obligations deriving from the Bank Recovery and Resolution Directive Directive 2014/59/EU defines the new rules for resolution, which shall be applied from 1 January 2015 to all banks in the European Union which are failing or even likely to fail. According to said rules, in specific situations, the National Resolution Fund - which must be established by each of the 28 Member States of the EU - can also contribute to financing the resolution. To that end, the Directive requires that National Resolution Authorities establish financial resources which must be provided through mandatory contributions from authorised credit institutions. Also in this case, the financing mechanism is mixed. The funds must be paid in ex ante until a minimum target level is reached by 31 December 2024, equal to 1% of the guaranteed deposits. The contributions from each entity are calculated based on the ratio of the amount of their liabilities (net of own funds and protected deposits) to the total amount of liabilities of all authorised credit institutions in the country. Also in this case, for the purpose of reaching the target level, the financial resources provided by credit institutions may include payment commitments, in the maximum amount of 30%. The resources collected by the National Resolution Authorities in 2015 will be transferred to the European Single Resolution Fund (SRF) managed by the new European Single Resolution Board (SRB), whose establishment is set out in ______________________________________________________________________________________________________________________________________________ 14 Regulation no. 806/2014, instituting the Single Resolution Mechanism (SRM), which shall enter into force on 1 January 2016. At the date of drafting this Report, the rules of implementation of the directives had not yet been issued and, also for this reason, the method for recognising said obligations have not been defined in a standardised manner. In that context of uncertainty, the Company management had to use its professional judgement in defining the most correct accounting method to represent this case in drawing up this Report. Below, the interpretation choices made and their impacts on the income statement for the quarter and on the statement of financial position as at 31 March 2015 are shown. Accounting treatment of the contribution obligations deriving from the Bank Recovery and Resolution Directive The Directive required that Member States implement it into national law by 1 January 2015. At the date of this Report, the Directive had not yet been implemented by the Italian government. In the situation of uncertain interpretation described above, it is deemed that the provisions of the interpretation IFRIC 21, recently validated, are widely applicable. It is also deemed that the lack of implementation in national law of the provisions of the Directive and Delegated Regulation EU 2015/63 of 21 October 2014 (also applicable as of 1 January 2015) is not of substantial importance for assessing whether the legal obligation to pay the annual contribution for 2015 will arise. As a result, it is considered that the event triggering the legal obligation already occurred in the first quarter of 2015. The contribution owed by Banco Popolare for the entire year 2015 has been estimated, based on the information currently available, at euro 32.9 million, gross of taxes. This estimate does not consider the effects of the correction of the share of the contribution based on the relative risk of the various banks obligated to contribute. In order to determine the portion of the annual contribution to charge to the income statement for the quarter, it was assumed that 30% of said contribution can be covered by taking on payment commitments backed by collateral of lowrisk assets unencumbered by any third-party rights. In this regard, it was deemed that taking on said commitments does not result in an obligation to immediately charge the income statement. The charge to be debited to the income statement for the quarter, under “net provisions for risks and charges” therefore amounts to euro 23 million, gross of taxes. Note that the amount of the actual contribution that the National Resolution Authority shall request from Banco Popolare for 2015 may deviate significantly from the amount charged to the income statement in the first quarter based on more up-to-date figures concerning the amount of liabilities, own funds and deposits covered, the correction of the portion of the contribution based on the relative risk of the various banks obligated to contribute, etc. The amount to charge to the income statement for the year could also significantly change due to any different interpretations regarding the accounting method for recognition of the case in question. Accounting treatment of contribution obligations deriving from the Deposit Guarantee Schemes Directive The Directive requires that Member States implement it into national law by 3 July 2015. At the date of this Report, the Directive had not yet been implemented by the Italian government. Article 10 of Directive 2014/49/EU requires that banks pay the contributions at least annually. Through communication dated 4 March 2015, the IDGF notified its members of its intention to collect only the contribution relating to the second half, for 2015. In the situation of uncertain interpretation described above, it is deemed that the provisions of the interpretation IFRIC 21 are widely applicable also to this case. In light of the information formally communicated by the IDGF, it is nonetheless deemed that the event triggering the legal obligation to pay the annual contribution for 2015 will occur in the second half of 2015. Thus, no cost was charged to the income statement for the first quarter of the year, and no liabilities or provisions are posted for such purpose in the statement of financial position as at 31 March 2015. For the purpose of providing complete disclosure, note that based on the amount of redeemable deposits of Italian banks as at 30 June 2014 the best estimate of the contribution that the IDGF will presumably require from Banco Popolare in the second half of 2015, based on the information currently available, amounts to euro 11.7 million, gross of taxes. This estimate does not consider the effects of the correction of the share of the contribution based on the relative risk of the various member banks. The estimate also does not consider the option to provide a portion of the financial resources through payment commitments up to a maximum of 30% of the contribution due. Note that the amount of the actual contribution that the IDGF shall request from Banco Popolare for 2015 may deviate, even significantly, from the estimate illustrated above based on more up-to-date figures concerning the amount of deposits covered, the correction of the portion of the contribution based on the relative risk of the various member banks, etc. The amount to charge to the income statement for the year could also significantly change due to any different interpretations regarding the accounting method for recognition of the case in question. Uncertainties with regard to the use of estimates for drawing up the interim report on operations The application of certain accounting standards necessarily involves the use of estimates and assumptions which affect the values of the assets and liabilities recorded in the financial statements, in reports and in interim reports, as well as the disclosures made on potential assets and liabilities. ______________________________________________________________________________________________________________________________________________ 15 The assumptions underlying the estimates made take into account all the information available as of the date of preparation of this interim report on operations, as well as the assumptions considered reasonable in the light of past experience and the current state of the financial markets. In this regard, note that the situation caused by the current economic and financial crisis has made it necessary to make assumptions concerning future performance characterised by significant uncertainty. Precisely in consideration of the uncertain situation, it cannot be excluded that the hypotheses adopted, however reasonable, might not be confirmed by future scenarios in which the Group finds itself operating. The results which will be achieved in the future could therefore differ from the estimates made for the purpose of drawing up the interim report on operations and could consequently make adjustments necessary which at present cannot be foreseen or estimated with respect to the book value of the assets and liabilities recorded in the financial statements. The financial statement items that require a certain degree of judgment in valuation by the management, which must use estimates and assumptions, are represented by amounts receivable, investments in associates, intangible assets, financial assets and financial liabilities designated at fair value through profit and loss, deferred tax assets, provisions for risks and charges, real estate investments held for investment purposes and obligations relating to employee benefits. For further details on the valuation processes and accounting policies for the above financial statement items, reference is made to the content of the 2014 Consolidated financial statements of the Banco Popolare Group. In any event, it is important to note that, despite the elements of uncertainty that characterise the nature of the items illustrated, the valuations adopted for the purpose of this report on operations have been formulated on the basis of the going concern principle, insofar as the directors have not identified any circumstances relating to operations or to the evolution of the equity and financial situation that could cast doubts as to the ability of Group companies to be able to continue to operate as usual. With regard to said valuation processes, an updated is provided below on that set out in the consolidated financial statements as at 31 December 2014, based on the significant events which occurred in the first quarter. Estimated impairment losses in relation to intangible assets with an indefinite useful life Pursuant to IAS 36, all intangible assets with an indefinite useful life must undergo impairment testing at least once a year to verify the recoverability of their value. In addition, the standard establishes that the annual analytical calculation may be considered valid for subsequent tests, provided that the probability that the recoverable value is less than the book value of the intangible assets is considered remote. This opinion may be based on the analysis of the events which have occurred and the circumstances which have changed subsequent to the most recent annual impairment test. On the basis of the provisions of the cited standard, the Group has opted to conduct impairment testing of intangible assets with an indefinite useful life on 31 December of each year. As at 31 March 2015, the Group’s intangible assets with an indefinite useful life amounted to euro 1,611 million, euro 1,389 million is represented by goodwill and euro 222 million by trademarks. Euro 838 million of the above intangible assets are allocated to the “Commercial Network” CGU, euro 697 million to the “Private & Investment Banking” CGU, euro 51 million to the “Bancassurance Protection” CGU and euro 25 million to the “Bancassurance Life” CGU. During the quarter there were no changes in the CGUs indicated and, therefore, these represent values in line with the residual values as at 31 December 2014. For the purpose of this interim report on operations, a review has been carried out to identify the existence of any further impairment indicators beyond those already considered during the impairment testing conducted as at 31 December 2014, which did not show any impairment indicators. Therefore the estimated recovery value of intangible assets with an indefinite useful life has not been updated. In the absence of new circumstances which could shed doubt on the recoverability of the book value of the same, this update will be formally conducted only at the time of preparation of the financial statements as at 31 December 2015. In this regard, it is important to note that the parameters and the information used to verify the recoverability of goodwill (particularly the cash flows envisaged for the various CGUs, as well as the discounting rates used) were heavily influenced by the macroeconomic and market situation, which could undergo changes that cannot be foreseen at the time of preparation of this interim report on operations. Estimating the recoverability of deferred tax assets The Group has significant deferred tax assets among its statement of financial position assets, mainly deriving from temporary differences between the income statement recognition date of given business costs and the date when said costs may be deducted. Those assets are recognised in the amount that is deemed likely to be recovered, to be assessed based on the ability of the company concerned and the Group, as a result of the “tax consolidation” to generate taxable income in future years, also taking account of tax regulations, which allow the assets to be transformed into tax credits, should specific conditions be met, regardless, therefore, of the company/Group’s ability to generate future profit. Deferred tax assets as at 31 March 2015 amounted to euro 3,501.6 million, of which euro 3,115 million that can be transformed into tax credits in accordance with the provisions of Law no. 214 of 22 December 2011. In this regard, note that in the first quarter deferred tax assets pursuant to the afore-mentioned Law 214/2011 decreased by euro 114.2 million, due to their transformation into tax credits following the approval of the financial statements of several subsidiaries which closed 2014 with a loss. The approval of the Parent Company’s financial ______________________________________________________________________________________________________________________________________________ 16 statements by the Shareholders' Meeting on 11 April 2015, with all other factors being equal, will result in an additional reduction in said transformable deferred tax assets of euro 689.8 million, which will be recognised in the accounts in the second quarter of 2015. Lastly, it is noted that in the first quarter of the year, due to the incorporation of Banca Italease, finalised on 16 March 2015, the conditions set out in IAS 12 were met for the recognition of deferred tax assets relating to the tax losses recorded by the merged company in previous years, which can be carried forward without time limits. Said deferred tax assets amount to euro 85.1 million and resulted in a corresponding credit to the income statement for the quarter, under the item “Taxes on income from continuing operations”. Estimate of contribution obligations to the deposit guarantee schemes and resolution authorities Reference should be made to that set out in the paragraph above “Contributions to deposit guarantee schemes and resolution mechanisms”. Scope of consolidation and methods The Interim report on operations includes the statement of financial position and income statement results of the Parent Company and its direct and indirect subsidiaries, including the structured entities, which are consolidated lineby-line, in compliance with the provisions of IFRS 10. Companies subject to significant influence (associates) and jointly-controlled companies are also included, and are consolidated at equity pursuant to the provisions of IAS 28 and IFRS 11. Specifically, the financial statements of the Parent Company and the fully-controlled companies, companies subject to significant influence or jointly-controlled used to draw up this Report refer to 31 March 2015. In a few limited cases and, in any event, in relation to insignificant companies for the Group, lacking accounting statements updated to 31 March 2015, the latest available accounting statement was used. Where necessary, these financial statements were adjusted to ensure their compliance with the Group’s accounting standards. For the criteria used to identify the scope of consolidation of exclusively-controlled companies, associates and jointlycontrolled companies, as well as the methods used to consolidate said companies, refer to that set forth in the Annual Financial Report of the Banco Popolare Group for 2014, as no changes occurred during the period. Investments in associates and companies subject to joint control held for sale are recorded in compliance with the reference international accounting standard IFRS 5, which regulates the recording of non-current assets held for sale. Investments in subsidiary companies exclusively consolidated on a line-by-line basis are listed below. Company name Banco Popolare soc. coop. Type of Operational headquarters Registered office relationship Verona Verona 1. Aletti & C. Banca di Investimento Mobiliare S.p.A. Milan Investment relationship (1) Milan Holder % held % of available votes (2) Parent Company 1 Banco Popolare Holding di Partecipazioni 83.440% 100.000% 16.560% 2. Aletti Fiduciaria S.p.A. Milan Milan 1 Banca Aletti & C. 100.000% 100.000% 3. Aletti Gestielle SGR S.p.A. Milan Milan 1 Banco Popolare 100.000% 100.000% 4. Arena Broker S.r.l. Verona Verona 1 Holding di Partecipazioni 5. Banca Aletti & C. (Suisse) S.A. CH - Lugano CH - Lugano 1 BP Luxembourg 100.000% 100.000% 6. Banca Italease Funding LLC USA - Delaware USA - Delaware 1 Banco Popolare 100.000% 100.000% 7. Banca Italease Capital Trust USA - Delaware USA - Delaware 1 Banca Italease Funding LLC 100.000% 100.000% 8. Banca Popolare di Lodi Capital Company LLC III USA - Delaware USA - Delaware 1 100.000% 100.000% 9. Banca Popolare di Lodi Investor Trust III 57.300% 57.300% USA - Delaware USA - Delaware 1 10. Banco Popolare Luxembourg S.A. L - Luxembourg L - Luxembourg 1 Banco Popolare B. Pop. di Lodi Cap. Co. LLC III Banco Popolare 11. Bipielle Bank (Suisse) S.A. (in liquidation) CH - Lugano CH - Lugano 1 Banco Popolare 100.000% 100.000% 12. Bipielle Real Estate S.p.A. Lodi Lodi 1 Banco Popolare 100.000% 100.000% 13. BRF Property S.p.A. Parma Parma 1 Partecipazioni Italiane 51.114% 51.114% Banco Popolare 14.314% 14.314% 60.000% 100.000% 100.000% 100.000% 100.000% 14. BP Covered Bond S.r.l. Milan Milan 1 Banco Popolare 60.000% 15. BP Property Management Soc. Consortile a r.l. Verona Verona 1 Banco Popolare 92.309% 100.000% Bipielle Real Estate 4.615% Banca Aletti & C. 1.000% S.G.S. BP 1.000% Aletti Gestielle SGR 0.538% Holding di Partecipazioni 0.538% ______________________________________________________________________________________________________________________________________________ Type of Investment relationship 17 % of available votes (2) Operational headquarters Registered office relationship 16. BP Trading Immobiliare S.r.l. Lodi Lodi 1 Bipielle Real Estate 100.000% 100.000% 17. Essegibi Promozioni Immobiliari S.p.A. Milan Milan 1 Italease Gestione Beni 100.000% 100.000% 18. FIN.E.R.T. S.p.A. (in liquidation) Rome Rome 1 Banco Popolare 19. HCS S.r.l. Holding di Partecipazioni Finanziarie Banco 20. Popolare S.p.A. 21. Italease Finance S.p.A. Milan Milan 1 Italease Gestione Beni 100.000% 100.000% Verona Verona 1 Banco Popolare 100.000% 100.000% Milan Milan 1 Banco Popolare 22. Italease Gestione Beni S.p.A. Milan Milan 1 Banco Popolare 100.000% 100.000% 23. Liberty S.r.l. Lodi S.T. di Gallura (SS) Milan 1 Banco Popolare 100.000% 1 Bipielle Real Estate 100.000% 100.000% 25. Manzoni 65 S.r.l. Lodi S.T. di Gallura (SS) Milan 1 Bipielle Real Estate 100.000% 100.000% 26. Mariner S.r.l. Lodi Lodi 1 Bipielle Real Estate 100.000% 100.000% 27. Milano Leasing S.p.A. (in liquidation) Milan Milan 1 Banco Popolare 28. Nadir Immobiliare S.r.l. Lodi Lodi 1 Bipielle Real Estate 29. Partecipazioni Italiane S.p.A. (in liquidation) Milan Milan 1 Banco Popolare 99.966% 100.000% 30. P.M.G. S.r.l. (in liquidation) Milan Milan 1 Banco Popolare 84.000% 84.000% 31. Release S.p.A. Milan Milan 1 Banco Popolare 80.000% 80.000% 32. Sirio Immobiliare S.r.l. Lodi Lodi 1 Bipielle Real Estate Verona 1 Banco Popolare 88.500% 100.000% Banca Aletti & C. 10.000% Company name 24. Lido dei Coralli S.r.l. 33. Società Gestione Servizi BP Soc. Consortile p. az. Verona (1) Holder % held 80.000% 70.000% 99.999% 70.000% 55.000% 99.999% 100.000% 100.000% 100.000% 100.000% Aletti Gestielle SGR 0.500% Bipielle Real Estate 0.500% Holding di Partecipazioni 80.000% 0.500% 34. Sviluppo Comparto 2 S.r.l. Milan Milan 1 Bipielle Real Estate 100.000% 100.000% 35. Sviluppo Comparto 6 S.r.l. Lodi Lodi 1 Bipielle Real Estate 100.000% 100.000% 36. Sviluppo Comparto 8 S.r.l. Lodi Lodi 1 Bipielle Real Estate 100.000% 100.000% 37. Tecmarket Servizi S.p.A. Verona Verona 1 Banco Popolare 100.000% 100.000% 38. Terme Ioniche S.r.l. Milan Milan 1 Bipielle Real Estate 100.000% 100.000% 39. Tiepolo Finance S.r.l. Lodi Lodi 1 Banco Popolare 60.000% 60.000% 40. Tiepolo Finance II S.r.l. Lodi Lodi 1 Banco Popolare 60.000% 60.000% 41. TT Toscana Tissue S.r.l. Lodi Lodi 1 Banco Popolare 42. Bipitalia Residential S.r.l. (*) Milan Milan 4 Banco Popolare 4.000% 43. BP Mortgages S.r.l. (*) Milan Conegliano V. (TV) Verona Conegliano V. (TV) Milan Milan Conegliano V. (TV) Verona Conegliano V. (TV) Milan 4 - 0.000% 4 - 0.000% 4 - 0.000% 4 - 0.000% 4 Banco Popolare 44. BPL Mortgages S.r.l. (*) 45. BPV Mortgages S.r.l. (*) 46. Erice Finance S.r.l. (*) 47. Gestielle Hedge High Volatility (**) 48. Gestielle Hedge Low Volatility (**) Milan Milan 4 49. Gestielle Hedge Multi-Strategy (**) Milan Milan 4 50. Gestielle Hedge Opportunity (**) Milan Milan 4 51. Italfortune International Fund Sicav (**) L - Luxembourg Conegliano V. (TV) Conegliano V. (TV) Conegliano V. (TV) Milan L - Luxembourg Conegliano V. (TV) Conegliano V. (TV) Conegliano V. (TV) Milan 52. Italfinance Securitisation VH 1 S.r.l. (*) 53. Italfinance Securitisation VH 2 S.r.l. (*) 54. Leasimpresa Finance S.r.l. (*) 55. Pami Finance S.r.l. (*) 9.896% Banco Popolare 49.868% Banca Aletti & C. 5.017% Banco Popolare 74.324% Banca Aletti & C. 12.456% Banco Popolare 69.159% 4 Banco Popolare 88.032% 4 Banco Popolare 9.900% 4 - 0.000% 4 - 0.000% 4 - 0.000% 1 = majority of voting rights in the ordinary shareholders’ meeting 4 = other forms of control (2) Availability of votes in the ordinary shareholders’ meeting, distinguishing between actual and potential (*) Special Purpose Entity for securitisation transactions originated by the Group. 4.000% 60.627% Banca Aletti & C. (1) Type of relationship: (**) UCIT units managed by the Group. 100.000% 100.000% 9.900% ______________________________________________________________________________________________________________________________________________ 18 Changes in the scope of consolidation The changes in the scope of consolidation with respect to the situation as at 31 December 2014 are shown in the table below: Companies consolidated line-by-line Companies no longer consolidated due to mergers Name of merged company Name of merging company Banca Italease S.p.A. Banco Popolare Soc. Coop. Companies no longer consolidated due to company liquidation Verona e Novara (France) S.A. (in liquidation) Italfinance RMBS S.r.l. (in liquidation) Companies consolidated at equity Companies no longer consolidated due to company liquidation Alfa Iota 2002 S.r.l. (in liquidation) For further details on the transactions described, please refer to the section that illustrates the significant events that occurred during the period. OPERATING PERFORMANCE OF THE GROUP Economic scenario The international economy In the first three months of the year, the performance of the economy gained strength in the United States, Japan and England. The tone of economic development continued to slow or deteriorate in several newly industrialised economies. Overall, global growth should have benefited from the reduced cost of energy commodities, which were at record lows. In this moderately positive economic scenario, there are background factors that could cause turbulence, both in the economic-financial area, specifically, the difficult situation in Greece, and in the geopolitical area: sharp hostilities remain in Ukraine, Libya and the Middle East, though they have not yet reflected on the conditions of the financial markets. Among industrialised nations, the United States continued along its path to growth. However, the 0.2% annualised increase in the GDP in the 1st quarter 2015, according to the available estimate, is considerably lower than the 2.2% in the previous quarter. The significant levelling off reflects the slowdown in the trend in consumer spending, +1.9% compared to +4.4% in the 4th quarter 2014, and a sharp downturn in non-residential real estate investments, -23.1% (+5.9% in the previous quarter), which was impacted by the extremely bad weather in the period. Exports also reported a significant drop: -7.2% (+4.5% in the 4th quarter 2015), reflecting the relative strength of the US dollar. Conversely, signs that the labour market is gaining strength increased: persons employed in the agricultural sector grew in each of the first three months, though in March the increase was lower than expected. The unemployment rate, at 5.6% in December, dropped to 5.5% in March. Among recently industrialised countries, in China the 1st quarter GDP decelerated once more (7.0% year-over-year), impacted by the slowdown in foreign demand and the weakness of investments in construction, after growing by 7.3% in the 4th quarter 2014. In Brazil, due to the negative trend in foreign demand and the drop in investments, discouraged by monetary tension, the GDP continued to decrease (-0.2% yoy) in the fourth quarter 2014 and the economic framework worsened further in the initial months of 2015. In the period in question, oil prices fluctuated around low values, between USD 58.6 and 42.4 per barrel (WTI quality), depressed by the increase in global supply, driven by US production. In the meantime, non-energy commodities prices began to drop once again, presumably due to the weakness in demand from emerging economies and the appreciation of the US dollar. Global inflation remained low. In 2015 it continued to drop in advanced countries: in March it came to 0.1% yoy in the United States, dropped to zero in the United Kingdom and decreased in Japan. In the main emerging countries, the trend in consumer prices stabilised or continued to grow: in China and India it remained not far from the end-2014 values (1.4% and 5.2%, respectively, in March). The economy in Europe and Italy In the last quarter of 2014 the GDP in the Euro Zone accelerated slightly to 0.3% compared to the previous period (+0.9% on the 4th quarter 2013), mainly driven by the moderate expansion of private consumer spending (+0.4% qoq) ______________________________________________________________________________________________________________________________________________ 19 and net exports (exports +0.8% and imports +0.4%), as well as accelerated growth in gross fixed investments in various economies in the area (+0.4% qoq overall). In the first quarter of 2015, the signs of cyclical improvement gained strength, though in a scenario that remains subject to uncertainties: according to the first estimates available, the GDP for the period allegedly grew by 0.4% qoq and 1.0% yoy, owing to the positive performance of consumer spending (+0.6% and +1.7%, respectively), as a result of the low price of crude oil, and exports, driven by the depreciation of the Euro. The easing of credit conditions, the improvement in the outlook for internal demand and the need to replace obsolete capital most likely led to an improvement in investments: estimated increases of +0.2% qoq and +0.6% yoy. Consumer inflation in the Euro Zone remained marginally negative, -0.1% yoy in March, reflecting the aforementioned downwards pressures on commodities prices and the weaker energy prices, but also expectations of lower core inflation. Lastly, conditions on the employment market improved in March: the unemployment rate came to 11.3% in March, down compared to 11.7% twelve months previously, representing additional support to real disposable income and, thus, to private consumer spending. In Italy, after the decrease in the GDP was stopped in the 4th quarter of the previous year, with a zero change qoq (-0.5% yoy), the estimates available for the first quarter of 2015 increased by 0.1% qoq (-0.2% yoy), driven by a modest rise in spending of resident households, +0.3% qoq (+0.1% in the previous quarter), and in gross fixed investments, +0.4% (+0.2% in the previous quarter). The estimates are supported by the significant improvement in household and business confidence. With regard to the latter, in particular, the Manufacturing PMI index rose to 53.3 in March (from 51.9 in February), also indicating a significant rise (from 51.2 to 54.5) in total orders. On the supply side, Italian (1) industrial production is estimated as increasing by 0.1% qoq in March after the +0.6% recorded in February. Economic activity in Italy should also have benefited from low prices of crude oil: the reduction in energy expenditure freed up resources that households and businesses may allocated to consumer spending and investments, respectively. (2) In March inflation stood at practically nil levels: the national consumer price index for the entire country (NIC) was at -0.1% yoy. The modest trend continued to reflect the sharp drop in the energy component, in addition to the continuing moderation of the core component which, also in March, showed growth of 0.4%, a record low. The relative vitality of the economic trend has begun to positively reflect on the tone of the employment market, though its performance is still gaining strength: the unemployment rate, which dropped to 12.7% in the first two months of 2015 (from 13.0% in the 4th quarter), rose back to 13.0% in March. On 7 March two decrees implementing the Jobs Act also entered into force (Legislative Decrees no. 22 and 23 of 4 March 2015). The measures mentioned aim to support employment and should decrease the segmentation of the employment market, pushing for recomposition towards more stable types of contracts. Monetary policy and the financial markets Monetary policies remained generally expansive. In the United States the Federal Reserve kept the federal funds target rate unchanged (at 0.0%-0.25%) and confirmed the considerably graduated approach it intends to take in normalising monetary policy. The latter is bound by the performance of inflation, which is still relatively weak, and the employment market, which is growing and more in line with the targets of the US Federal Reserve. In the main emerging countries, central banks eased monetary conditions during the quarter. In China the compulsory reserve coefficient and official rates on loans and bank deposits were lowered of 25 basis points, in India the benchmark interest rate dropped by 75 basis points. The Central Bank of Russia, following the monetary tightening implemented in December to defend the ruble, implemented a reduction in interest rates, cutting the official rate by 100 basis points in March (to 14%). However, monetary restriction continued in Brazil, where interest rates rose to 12.75% (from 11.75% in mid-January) to combat the depreciation of the exchange rate and bring inflation to within the reference range. In the Euro Zone, on 9 March the ECB enacted the Public Sector Purchase Programme (PSPP), which is the Quantitative Easing for the Euro Zone. This expansion measure consists of the purchase, on the secondary market, of approximately euro 1,140 billion in securities, including sovereign bonds, at a pace of euro 60 billion per month at least up to the end of September 2016 and, in any event, until a lasting adjustment in inflation in the area occurs that is consistent with the goal of price stability (an inflation rate lower than but near 2% in the medium term). The programme aims to combat the risks of an extended period of low inflation. The international financial markets reacted positively to the new quantitative easing plan decided by the ECB and the resulting expansion of global liquidity. The programme had highly significant effects on the financial and currency markets and the clearest effects were naturally produced on the markets in the Euro Zone. In the overall Euro Zone, the decrease in returns on public securities increased its pace: for 10-year maturities, returns of BTP reached a record low, dropping below 1.14%; those of German Bund dropped to 0.20% at the end of the quarter and decreased further in the following weeks, to reach 0.07%. The Euro depreciated against the US dollar, reaching a cross-rate of 1.05 in midMarch, a low since 2002, dropping by over 13% compared to the end of 2014, closing the quarter with a slight recovery. The reaction of the European stock markets was just as strong. Share prices saw a sharp jump: the EURO STOXX 50 index grew by 17.5% in only three months. The performance of German and Italian share prices was even more positive: the DAX index rose by 22.0% and the FTSE MIB by 21.8%. The Italian stock market was impacted by the (1) (2) Confindustria, April 2015. NIC (entire country) index ______________________________________________________________________________________________________________________________________________ 20 excellent performance of securities in the banking segment, whose industry index rose by 30%, also due to the extraordinary performance of securities of cooperative banks, in high demand following the announcement of reform in the sector. Premiums for sovereign risk increased only in Greece. Conversely, in the other main advanced economies, long-term interest rates saw a slight rise on the lows reached at the end of January: in mid-April these came to 1.8% in the United States, 1.6% in the United Kingdom and 0.4% in Japan. The Italian banking system While in the Euro Zone, the trend in credit to the private sector continued to be positive, in Italy the improvement came to a halt in the quarter in question. The criteria for granting credit to businesses did ease compared to the previous quarter, owing to the improved liquidity position of the banking industry following the ECB’s operation, greater competitive pressure on borrowers with good ratings with regard to specific production sectors, and the improvement in the business outlook. Demand from businesses also began to stabilise, supported by the inventory cycle. The cost of loans fell slightly once again. However, construction companies continue to have difficulty in accessing credit, as they are characterised by a greater weight of non-performing items. In detail, in March 2015 loans to households and non-financial businesses decreased by 1.6% compared to twelve months prior, to a substantially equivalent extent in all types of short and medium/long-term loans. With regard to credit quality, in February, the latest figure available, gross bad loans rose by euro 25.2 billion compared to one year earlier (+15.6%), while net bad loans rose by euro 1.1 billion (+1.4%), recording a significant slowdown in growth. The ratio of new adjusted bad loans to loans in the 4th quarter, the latest figure available, came to 2.7% (annually, net of seasonal factors), 20 basis points lower than the two previous quarters. The available information on the first two months of the year show a year-on-year drop in exposure to debtors reported as holding bad loans for the first time, which, if confirmed in March, should result in an additional decrease in the decay rates in the 1st quarter of the year. On the funding side, the considerable liquidity provided by the European Central Bank in the period and the propensity of customers to purchase banking products with very short-term maturities contributed to reorganisation in favour of more liquid product types, which has been under way for some time, also reflecting, on the supply side, the careful selection of less onerous funding sources, to the detriment of the bond segment. All of these factors triggered a downturn in total direct funding which in March, compared to 12 months prior, dropped by 1.4%, as the net result of an increase of 3.6% in deposits and a decrease of 13.7% in bonds. Broken down by individual product types comprising deposits in February - the latest figure available to date - an increase of 10.1% was recorded for current accounts, a decrease of 4.1% in time deposits - net of those relating to securitisation transactions and, among these, a drop of 13.4% in deposits with fixed maturities. The trend in interest income and expense rates reflected that of supply and demand. Bank interest income rates, applied to the aggregate of retail and non-financial corporate customers, recorded 3.56% as at March 2015, against 3.85% in March 2014. Bank interest expense rates for the total funding aggregate fell from 1.80% to 1.38% in the same period, while total rates on deposits in euros fell from 0.94% to 0.65% at the end of the first quarter of 2015; lastly, interest rates on bonds dropped from 3.37% to 3.08% during the quarter. The bank interest spread, calculated as the difference between the average interest rate on loans and the average interest rate on total funding from retail and non-financial corporate customers, consequently expanded slightly from 2.05% in March 2014 to 2.18% at the end of the first quarter of 2015. The mark-up, calculated as the difference between the average interest rate on the above loans and the 3-month Euribor rate, decreased slightly to 353 basis points (354 basis points in March 2014). The mark-down, calculated as the difference between the 3-month Euribor rate and the interest rate on total funding, tightened by 14 basis points, rising to -135 basis points (-149 basis points in March 2014). Lastly, during the quarter, the positive performance of the asset management segment continued: at period-end, total net deposits reached euro 51.9 billion since the beginning of the year, while only Italian and foreign open-ended mutual funds, together, amounted to more than euro 36.1 billion, posting the best quarter of the last 16 years. Assets invested in open-ended Italian and foreign mutual funds amounted to euro 757.6 billion at the end of March, against euro 724.6 billion at the end of 2014. Lastly, it is important to note that in the second ten days of January the government launched a decree reforming the cooperative bank sector, which was converted into law on 24 March. Based on the new regulations, cooperative banks with assets exceeding euro 8 billion as at 30 June 2014 must be transformed into joint stock companies within 18 months from the date that the Bank of Italy issues the implementing provisions. The regulations also provide the banks which transform into joint stock companies with the option of implementing a clause aimed at stabilising the shareholding structure for a period of 24 months. For banks involved in the reform, per capita voting - whereby, as is known, each shareholder has only one vote, irrespective of the amount of shares held will no longer apply. ______________________________________________________________________________________________________________________________________________ 21 Significant events during the period The main events which occurred during the first quarter of the year are described below. Events relating to the process to simplify corporate structure and organisation Merger of Banca Italease into Banco Popolare Banca Italease S.p.A and Banco Popolare, in execution of the resolutions of the Extraordinary Shareholders’ Meeting of Banca Italease S.p.A. and of the Board of Directors of Banco Popolare, signed the deed of merger by incorporation of the subsidiary Banca Italease S.p.A. into the Parent Company Banco Popolare on 9 March. The merger, which did not result in any share exchange or issues of new shares by Banco Popolare, took effect as of 16 March 2015 in statutory terms, through the registration of the deed on the relevant company registers; while in accounting and fiscal terms, the effect of the merger was moved back to 1 January 2015. Evolution of the network distribution model In addition to that implemented in 2014, and in line with the timing of the Project to develop the distribution model, in 2015 (effective 12 January) we proceeded with the further reduction of the number of Business Areas, in particular, cutting the previous 5 areas in Sicily down to 4 and the previous 4 in Rome of the BPN division down to 2. This rationalisation was possible as a result of the closing of numerous branches in December 2014. Specifically, the actions in Rome – where, as a result of the merger of Credito Bergamasco into Banco Popolare (September 2014), the Creberg branches were assigned to the BPN Division - resulted in the correct redistribution of existing branches into only 2 business areas. Furthermore, Banco Popolare’s business model was extended to the Creberg Division, identifying, in line with the features and the potential of the area, dedicated business branches where corporate activities should be concentrated, in order to reduce the response times and improve service levels. In February, via notification in December 2014 to all corporate customers involved in the process of transferring accounts, over 3,200 corporate customers were automatically migrated to the dedicated branches and the number of corporate branches was consequently reduced from 86 to 30. Events relating to the management of investments in subsidiaries, associates and joint ventures Winding-up of Group companies In March the subsidiary Verona e Novara (France) in liquidation was struck off the Paris Trade and Companies Register and expunged from the Banco Popolare Banking Group, following completion of the liquidation procedure. On 19 February 2015, the subsidiary’s shareholders’ meeting approved the final liquidation financial statements as at 31 December 2014 along with the voluntary arrangement plan which envisages distribution of net assets to the shareholders. The portion received by Banco Popolare in relation to shares held amounts to euro 2.9 million. This operation did not have an impact on the statement of financial position or the income statement for the quarter insofar as the consolidated book value of the subsidiary was in line with the outcome of the liquidation procedure. The liquidation of Italfinance RMBS S.r.l. was completed through the strike off of the company from the Trento Company’s Register on 23 January 2015, following the approval of the final liquidation financial statements on 23 December 2014. Lastly, in January 2015, the liquidation of the associated company Alfa Iota 2002 S.r.l., in which Banco Popolare held a 35% stake was completed with the cancellation of the same from the Company Register. These operations also had no impact on the statement of financial position or income statement, as the value of the shareholdings was already aligned with the pro-rata shareholders’ equity values in the final liquidation financials statements. ______________________________________________________________________________________________________________________________________________ 22 Other events in the period Banco Popolare fully complies with the minimum capital ratios required by the European Central Bank On 25 February the European Central Bank (ECB) notified Banco Popolare of its final decision on the minimum capital ratios to be complied with by the bank on an ongoing basis. The decision is based on Article 16 (2) (a) of EU Regulation no. 1024 of 15 October 2013, which confers on the ECB the power to require any supervised bank to hold own funds in excess of the minimum capital requirements laid down by current regulations. The minimum ratios required by the Regulator are a Common Equity Tier 1 ratio (CET1 ratio) of 9.4% and a Total Capital Ratio of 10.5%. The current level of own funds enables Banco Popolare to fully comply with the Regulator’s requirements, both with respect to the calculation rules currently applicable in the transition period, as well as when the new capital requirements shall apply in full. Covered Bond transactions and securitisations As part of the Residential CB Programme, on 5 March 2015 Banco Popolare issued the Ninth Series of CB with a nominal value of euro 1 billion, fixed-rate coupon of 0.75% (0.803% only for the first coupon payable as at 31 March 2016), maturity on 31 March 2022, subscribed by institutional investors. Following this last issue, the bonds issued and outstanding under this Programme as at 31 March 2015 therefore amount to euro 8.45 billion (the securities are listed on the Luxembourg Stock Exchange, rating assigned by Fitch “BBB+”, while the Moody’s rating is “A3”). The total residual value of the receivables sold to the Special Purpose Entity was euro 9.8 billion as at 31 March 2015. During the quarter there were no new issues of Covered Bonds under the Commercial CB Programme. Therefore, the bonds issued and outstanding as at 31 March 2015 amount to euro 1.7 billion (the securities are listed on the Luxembourg Stock Exchange, rating assigned by Moody’s “Baa2”, subscribed by Banco Popolare and used as collateral for refinancing operations with the ECB). The total residual value of the receivables sold to the Special Purpose Entity was euro 2 billion as at 31 March 2015. However, as regards securitisation transactions, in support of the transactions “BP Mortgages 1” and “BP Mortgages 2” in order to safeguard the rating of the senior notes issued, pursuant to the resolution of the Board of Directors of 27 January 2015, on 17 March 2015 Banco Popolare repurchased (settled on 24 March) of a part of the non performing loans, an option envisaged in the contract, so as to transfer the funds needed by the SPE to bring the Cash Reserves of both operations back up to the target level and to eliminate the shortfall created in the structure of the “BP Mortgages 1” operation. During the first quarter of 2015, Moody’s upgraded the ratings of several securities of securitisation transactions of the SPEs BPL Mortgages S.r.l. and BP Mortgages S.r.l. The action taken on the rating reflects the updating of the method applied to structured finance operations, which specifically implements the improvement in the valuation of country risk for Italy, announced by Moody’s in January 2015. In particular, Moody’s upgraded the Senior Note of the BPL Mortgages 5 operation from “A2” to “Aa2”, the Senior Note of the BPL Mortgages 6 operation from “A2” to “A1” and, with reference to the BPL Mortgages 7 operation, upgraded the rating of the Senior Note from “A2” to “A1” and of the Mezzanine Note from “Baa2” to “A3”. As regards the BP Mortgages 2 operation, Moody’s upgraded the Class A2 Note from “A2” to “Aa2”, the Class B Note from a rating of “Baa1” to a rating of “A1” and the Class C Note from a rating of “Baa3” to a rating of “Baa1”. Furthermore, for both securitisation operations “BP Mortgages 1” and “BP Mortgages 2”, in February 2015, following several updates of the criteria used to assign ratings, the agency S&P downgraded the Class B Note from a rating of “A+” to “A” and upgraded the rating of the Class C Note from “BBB” to “BBB+”. Lastly, in February 2015, S&P downgraded the Class A Senior Note of the securitisation operation “BPV Mortgages” from “BBB” to “BBB-”. Group ratings The table below provides a brief comparison of the Group’s ratings as at 31 March 2015 with those as at 31 December 2014. Rating agency Fitch Ratings Type of Rating Rating as at 31/03/2015 Rating as at 31/12/2014 Long term (IDR) BBB (Negative outlook) BBB (Negative outlook) Short term (IDR) F3 F3 ______________________________________________________________________________________________________________________________________________ Rating agency Moody’s Type of Rating Long term Short term DBRS Long term Short term Rating as at 31/03/2015 Ba3 (Under Review for possible downgrade) NP BBB (Negative trend) R-2 High 23 Rating as at 31/12/2014 Ba3 (Negative outlook) NP BBB (Negative trend) R-2 High As regards the changes to Banco Popolare’s ratings during the quarter, note that on 17 March 2015 Moody’s Investors Service (Moody’s): confirmed the “standalone” Baseline Credit Assessment (BCA) rating at “b3”, and placed it under review for possible upgrade (having removed the positive outlook); confirmed the Long-Term Unsecured Senior Debt and Deposit rating at “Ba3”, and placed it under review for possible downgrade (having removed the negative outlook); confirmed the Short-Term rating of NP; cancelled the Bank Financial Strength Rating, in line with the policy adopted by Moody’s. With respect to Banco Popolare’s Long-Term rating, Moody’s also indicated that preliminary Review results point to a confirmation of the current “Ba3” level. That rating action took place as part of a review of the ratings of numerous banks at global level, following the publication of Moody’s new methodology for bank ratings on 16 March 2015. Concurrently, Moody’s also decided to reduce its outlook on government support to European banks, in light of the introduction of the Bank Recovery and Resolution Directive (BRRD) in the European Union. Furthermore, following the end of the quarter, specifically on 7 April 2015, Fitch Ratings confirmed the long and shortterm ratings of Banco Popolare and the subsidiary Banca Aletti at “BBB/F3” with a negative outlook and downgraded the viability rating of Banco Popolare from “bb+” to “bb”. Exposure to the Sorgenia Group The restructuring agreement for the total debt of the Sorgenia Group was endorsed in February 2015 and followed the definitive approach as illustrated in the information on events during the year, in the Annual Financial Report as at 31 December 2014 of Banco Popolare. During the first quarter of 2015, implementing the provisions of said agreement, Banco Popolare subscribed its portion of the share capital increase of Nuova Sorgenia Holding S.p.A. (former 8 Marzo 91), as well as the participating financial instruments of euro 110,000, which were posted under financial assets available for sale at a fair value of zero. Moreover, Banco Popolare subscribed the “Convertendo” bond loan (Class A bonds) issued by Sorgenia S.p.A. in a nominal amount of euro 23.1 million by offsetting the amount using receivables of the same amount due from said company, recording the loan under financial liabilities designated at fair value through profit and loss as at 31 March 2015. The difference between the nominal value of the receivable and the fair value of the instruments acquired was posted to losses on receivables and covered using provisions for value adjustments previously allocated and, in any event, with no impacts on the Group’s quarterly income statement. Lastly, Banco Popolare transferred a portion of the residual payables due to Sorgenia S.p.A. to Nuova Sorgenia Holding S.p.A. for a total of euro 46.1 million, along with the provisions for value adjustments to ensure net exposure in line with the fair value of the receivable, as established by the fairness opinion for the restructuring plan. As at 31 March 2015, the exposure of the Banco Popolare Group to the companies Sorgenia S.p.A. and Nuova Sorgenia Holding S.p.A. amounted to a total of euro 98.3 million, of which euro 81.7 million in cash and euro 16.6 million unsecured, with value adjustments of euro 46.2 million and euro 4.2 million, respectively. Rejection of refund of tax credit On 22 July 2014, Banco Popolare was notified - by the Tax Authority - Provincial Headquarters of Novara - with 2 refund rejection notices regarding IRPEG and ILOR credit for which Banca Popolare di Novara s.c.a.r.l. had requested a refund for 1995, prior to the merger with Banca Popolare di Verona - SGSP s.c.a.r.l. which established Banco Popolare di Verona e Novara s.c.a.r.l. The credit rejected, recognised in the financial statements as at 31 December 2014, amounts to a total of euro 86.5 million, euro 52.6 million of which as principal and euro 33.9 million of which is interest accrued. Retaining that the grounds stated by the Tax Authority are totally illegitimate and groundless, on 5 November 2014, the company submitted an appeal against said measures before the competent Tax Commission. The hearing to discuss the disputes before the Provincial Tax Commission was held on 7 April. With ruling filed on 30 April, the Provincial Tax Commission accepted both (combined) appeals, also ordering the Tax Authority to pay legal fees. ______________________________________________________________________________________________________________________________________________ 24 RESULTS Introduction The statement of financial position and income statement schedules shown below have been reclassified, according to operating criteria, in order to provide clear indications on the Group’s general performance based on the economicfinancial data that can be determined rapidly and easily. The reclassification criteria for the income statement are unchanged from those as at 31 December 2014. Disclosures on the business combinations and the reclassifications made to the financial statements envisaged by Circular no. 262/05, in compliance with the requirements of Consob as per communication no. 6064293 dated 28 July 2006 are shown below: dividends on shares classified under financial assets available for sale and assets held for trading (item 70) have been reclassified under the net financial result; the profits and losses on the disposal of loans, not represented by debt securities, (included in item 100) have been grouped, together with net losses/recoveries on impairment of loans, under item “Net adjustments on loans to customers”; the profits and losses on the disposal of financial assets available for sale, receivables represented by debt securities and financial liabilities (recognised under item 100) have been stated under the net financial result. This last aggregate also includes adjustments due to impairment on debt securities classified in the loans portfolio, which in the financial statements are shown under item 130; recoveries on taxes and other costs (included in item 220) have been booked directly against administrative expenses, where the relative cost has been recognised, rather than being indicated in the reclassified aggregate “other net operating income”; the amortisation of leasehold improvement costs (recorded in item 220) has been stated together with value adjustments on property and equipment and intangible assets, rather than stated together with other net operating income; the portion of the economic results pertaining to investee companies carried at equity (included in item 240) has been stated in a specific item which represents, together with the interest margin, the aggregate defined as the financial margin; the aggregate “Losses/recoveries on investments in associates and companies subject to joint control, goodwill, and other intangible assets” includes all adjustments relating to goodwill and to investments in associates and companies subject to joint control made following annual impairment testing; the impact of the change in creditworthiness on financial liabilities issued by the Bank, designated at fair value (FVO), recorded under item 110, is shown as a separate item in the reclassified income statement, together with the relative tax (recognised in item 290 of the income statement). ______________________________________________________________________________________________________________________________________________ 25 Reclassified consolidated income statement Reclassified income statement items (in thousands of euro) Interest margin Profits (losses) on investments in associates and companies subject to joint control carried at equity Financial margin Net fee and commission income Other net operating income Net financial result (without FVO) Other operating income Operating income Personnel expenses Other administrative expenses Net value adjustments on property and equipment and intangible assets Operating expenses Income (loss) from operations Net adjustments on loans to customers Net adjustments on receivables due from banks and other assets Net provisions for risks and charges Profits (Losses) on disposal of investments in associates and companies subject to joint control and other investments Income (loss) before tax from continuing operations Taxes on income from continuing operations Income (loss) after tax from discontinued operations Income (loss) attributable to minority interests Net income (loss) without FVO Change in the Bank’s creditworthiness (FVO) Taxes on the change in creditworthiness (FVO) FVO Impact Parent Company’s net income (loss) Q1 2015 Q1 2014 Change 387,573 372,545 4.0% 24,646 19,358 27.3% 412,219 422,270 28,336 91,172 541,778 953,997 (341,432) (165,513) (32,548) (539,493) 414,504 (181,387) (3,574) (43,198) 391,903 371,676 40,632 88,375 500,683 892,586 (344,233) (161,735) (48,765) (554,733) 337,853 (327,987) (3,481) (1,493) 5.2% 13.6% (30.3%) 3.2% 8.2% 6.9% (0.8%) 2.3% (33.3%) (2.7%) 22.7% (44.7%) 2.7% not significant (87) 967 186,258 27,038 3,932 217,228 (12,621) 4,174 (8,447) 208,781 5,859 (5,312) (60) 672 1,159 (30,051) 9,938 (20,113) (18,954) not significant 485.1% not significant (58.0%) (58.0%) (58.0%) ______________________________________________________________________________________________________________________________________________ 26 Reclassified consolidated income statement – Quarterly changes Reclassified income statement items (in thousands of euro) Interest margin Profits (losses) on investments in associates and companies subject to joint control carried at equity Financial margin Net fee and commission income Other net operating income Net financial result (without FVO) Other operating income Operating income Personnel expenses Other administrative expenses Net value adjustments on property and equipment and intangible assets Operating expenses Income (loss) from operations Net adjustments on loans to customers Net adjustments on receivables due from banks and other assets Net provisions for risks and charges Recoveries (Losses) on investments in associates and companies subject to joint control, goodwill and other intangible assets Profits (Losses) on disposal of investments in associates and companies subject to joint control and other investments Income (loss) before tax from continuing operations Taxes on income from continuing operations Income (loss) after tax from discontinued operations Income (loss) attributable to minority interests Income (loss) for the period without FVO Change in the Bank's creditworthiness (FVO) Taxes on the change in creditworthiness (FVO) FVO Impact Parent Company's net income (loss) FY 2015 Q1 FY 2014 Q4 387,573 Q3 388,294 Q2 396,556 Q1 398,180 372,545 24,646 24,964 24,900 20,844 19,358 412,219 422,270 28,336 91,172 541,778 953,997 (341,432) (165,513) 413,258 310,493 26,300 (1,863) 334,930 748,188 (376,095) (135,530) 421,456 356,008 38,504 23,794 418,306 839,762 (381,999) (170,855) 419,024 347,270 33,452 105,604 486,326 905,350 (330,004) (176,974) 391,903 371,676 40,632 88,375 500,683 892,586 (344,233) (161,735) (32,548) (86,843) (31,043) (25,252) (48,765) (539,493) 414,504 (181,387) (3,574) (43,198) (598,468) 149,720 (2,496,072) (19,328) (50,628) (583,897) 255,865 (445,323) (8,413) 2,729 (532,230) 373,120 (292,049) (8,606) 9,937 (554,733) 337,853 (327,987) (3,481) (1,493) - (239,000) - - - (87) 207 965 206 967 186,258 27,038 (2,655,101) 804,507 (194,177) 59,355 82,608 (56,308) 5,859 (5,312) 3,932 217,228 (12,621) 4,174 (8,447) 208,781 30,028 (1,820,566) (5,108) 1,529 (3,579) (1,824,145) 121 4,632 (130,069) 3,427 (1,118) 2,309 (127,760) (109) 3,382 29,573 (7,096) 2,491 (4,605) 24,968 (60) 672 1,159 (30,051) 9,938 (20,113) (18,954) In compliance with the instructions contained in Consob Communication no. DEM/6064293 of 28 July 2006, the following paragraphs provide information on the effects that non-recurrent events or transactions had on the consolidated economic result of the periods compared. For the purposes of identifying the non-recurrent components, the following approaches are used on the whole: the results of disposal transactions relating to all fixed assets (investments in associates and companies subject to joint control, property and equipment) are considered to be non-recurrent; gains and losses on non-current assets held for sale and discontinued operations are considered to be nonrecurrent; the income statement components associated with improvements, reorganisations, etc. (e.g. expenses for use of the redundancy fund, leaving incentives) are considered to be non-recurrent; income statement components for a significant amount which are not destined to reoccur frequently (e.g. fines, impairments of fixed assets, effects associated with legislative changes, exceptional results, etc.) are considered to be non-recurrent; impacts on the income statement, as long as significant, resulting from valuation aspects and/or changes in parameters in the application of the valuation methods applied on an on-going basis are instead considered to be recurrent. In the light of the above criteria, in addition to the amounts already included in items that are per se non-recurrent (e.g. profit (loss) on assets held for sale), the result for the first quarter of 2015 was penalised by the impact deriving from the increase in the book value of the financial liabilities issued by the Group, measured at fair value, due to the improvement of its creditworthiness compared to the end of the previous year (euro -12.6 million before tax); In the corresponding period of 2014, the income statement for the period recorded a negative impact of euro 30.1 million before tax. The income statement as at 31 March 2015 was also influenced by further non-recurrent components as follows: ______________________________________________________________________________________________________________________________________________ 27 the recognition of value adjustments on property and equipment of euro 3.8 million, gross, due to several properties being classified as investments in order to bring their book value in line with the recoverable value estimated on the basis of the most recent appraisals. As at 31 March 2014, those adjustments came to euro 17.6 million. The income statement for the first quarter of the previous year also benefited, with regard to value adjustments on property and equipment and intangible assets, from lower amortisation of around euro 6.7 million relating to the longer useful life of applications software to align the same more closely to the actual period for which the assets are used; recognition of provisions for risks and charges of euro 17.7 million as a result of the unfavourable outcome of a tax dispute dating back to 2006 relating to a subsidiary; posting, under taxes on income from continuing operations, the tax assets deriving from the prior tax losses of the subsidiary Banca Italease, merged by incorporation in the first quarter of 2015, for a total of euro 85.1 million. In the income statement for the corresponding period of the previous year, this item was negatively impacted by the change in the IRAP tax rate for banks and financial companies (by euro 15.4 million) and the adjustment of taxes recognised on the capital gain earned by the Group in the previous year following the change in the stakes held in the capital of the Bank of Italy (by euro 14.5 million). In addition to the effects illustrated above, the income statement for the first quarter of the previous year was also influenced by the positive impact of the recognition of out-of-period income generated by the non-existence of several debts amounting to euro 6.9 million before tax. The main income statement items as at 31 March 2015 are illustrated below, compared with the figures for the corresponding period of the previous year. Operating income Interest margin Q1 2015 Q1 2014 Absolute change 34,685 81,934 34,497 5,660 478,123 13,174 2,378 (147,468) (3,606) (111,814) 56,909 91,050 30,853 (11,922) 539,382 28,232 798 (195,372) (44) (167,341) (22,224) (9,116) 3,644 17,582 (61,259) (15,058) 1,580 (47,904) 3,562 (55,527) (11.4%) (53.3%) 198.0% (24.5%) not significant (33.2%) 387,573 372,545 15,028 4.0% (in thousands of euro) Financial assets held for trading Financial assets available for sale Investments held to maturity Net interest due to banks Net interest due to customers Hedging derivatives (net balance) Net interest on other assets/liabilities Debt securities issued Financial liabilities held for trading Financial liabilities designated at fair value through profit and loss Total Interest margin 600 (millions of euro) 500 400 372.5 398.2 396.6 388.3 387.6 Q. 2 14 Q. 3 14 Q. 4 14 Q. 1 15 300 200 100 0 Q. 1 14 % change (39.1%) (10.0%) 11.8% ______________________________________________________________________________________________________________________________________________ 28 The interest margin amounted to euro 387.6 million, up 4.0% on the corresponding period of the previous year (euro 372.5 million), and is substantially in line with the contribution of the fourth quarter 2014 (euro 388.3 million) despite the different time frame of the two quarters (-2 days). Compared to the last quarter of 2014, the trend in this item was characterised by decreasing average volumes of loans and funding, which were more than offset, however, by the recovery of the average total customer spread (+5 basis points). In greater detail, the average spread benefited from the ongoing improvement in the cost of funding (mark down increasing by 7 basis points), which offset the decrease in the mark up (-2 basis points). (in thousands of euro) Commercial Network Investment Banking, Private Banking, Asset Management Leasing Total business areas Corporate Centre and Other PPA Total interest margin 10.9% Q1 2015 Q1 2014 Absolute change % change 361,520 45,546 9,217 416,283 (28,710) 387,573 390,202 30,858 8,570 429,630 (56,659) (426) 372,545 (28,682) 14,688 647 (13,347) 27,949 426 15,028 (7.4%) 47.6% 7.5% (3.1%) 49.3% 100.0% 4.0% 2.2% Commercial Network Inv./Priv.Bank, AM Leasing 86.9% The Commercial Network, which represents around 90% of the item’s results, reported net interest down by 7.4%. The Commercial Network made a lower contribution to the interest margin in the first three months of 2015 compared to that of the corresponding period of the previous year by virtue of the fall in the average volume of loans and the decrease of the average customer spread. The interest margin of Investment Banking and Asset Management rose against the corresponding period of the previous year, due to the higher contribution of interest resulting from the larger securities portfolio held by the subsidiary Banca Aletti, where the liquidity received by the company for the issue of certificates is invested. The sharp reduction in the cost of funding and the additional expansion in the contribution from the flow of interest from the lending securities portfolio of Banco Popolare resulted in an improvement in the performance of the Corporate Centre and, therefore, provided the Group with a growing quarterly interest margin. Profits (losses) on investments in associates and companies subject to joint control carried at equity Profits (losses) on investments in associates and companies subject to joint control carried at equity amounted to euro 24.6 million, compared to euro 19.4 million recorded in the corresponding period of the previous year. The positive contribution to the result for the first three months of 2015 is mainly due to the equity investments held in Popolare Vita (euro 6.3 million against euro 13.4 million in the first quarter of 2014), Agos Ducato (euro 13.6 million compared to euro 2.9 in the first three months of 2014), and in Avipop Assicurazioni (euro 4.2 million compared to euro 4.1 million in the corresponding period of the previous year). ______________________________________________________________________________________________________________________________________________ 29 Net fee and commission income (in thousands of euro) MANAGEMENT, BROKERAGE AND ADVISORY SERVICES Distribution of savings products - Placement of securities - Asset management - Bancassurance Consumer credit Credit cards Custodian bank Trading securities, currencies and acceptance of orders Other CURRENT ACCOUNT MANAGEMENT AND LOANS TO CUSTOMERS COLLECTION AND PAYMENT SERVICES GUARANTEES GIVEN OTHER SERVICES Total Q1 2015 Q1 2014 Absolute change % change 246,383 197,078 49,305 25.0% 199,528 1,018 164,167 34,343 8,663 6,756 4,457 18,819 8,160 158,209 380 115,096 42,733 7,208 7,919 3,633 15,730 4,379 41,319 638 49,071 (8,390) 1,455 (1,163) 824 3,089 3,781 26.1% 167.9% 42.6% (19.6%) 20.2% (14.7%) 22.7% 19.6% 86.3% 121,031 29,659 13,187 12,010 127,510 30,779 4,071 12,238 (6,479) (1,120) 9,116 (228) (5.1%) (3.6%) 223.9% (1.9%) 422,270 371,676 50,594 13.6% Net fee ancd commission income 500 422.3 400 371.7 347.3 356.0 310.5 (millions of euro) 300 200 100 0 Q. 1 14 Q. 2 14 Q. 3 14 Q. 4 14 Q. 1 15 Net fee and commission income amounted to euro 422.3 million, up 13.6% compared to the euro 371.7 million recorded in the first quarter of 2014 (euro 310.5 million in the fourth quarter of 2014). The contribution of the current quarter is the Group’s best quarterly performance, which was achieved due to growth in income from management, brokerage and advisory services, equivalent to euro 246.4 million, up 25.0% compared to euro 197.1 million in the first quarter of 2014. The segment was driven by the distribution of investment products and, specifically, by the high levels of placements of fund units to meet the growing demand from customers. (in thousands of euro) Commercial Network Investment Banking, Private Banking, Asset Management Corporate Centre and Other Total business areas Leasing Total net fee and commission income Q1 2015 Q1 2014 Absolute change 398,094 21,787 2,637 422,518 (248) 422,270 365,114 7,562 (627) 372,049 (373) 371,676 32,980 14,225 3,264 50,469 (125) 50,594 % change 9.0% 188.1% 13.6% (33.5%) 13.6% ______________________________________________________________________________________________________________________________________________ 5.2% 30 0.6% Commercial Network Inv./Priv.Bank, AM 94.2% Corporate Center and Other As with the interest margin, the Commercial Network represents by far the largest source of fee and commission income, up by 9% compared to the corresponding period of the previous year due to the higher volumes of investment products (funds and SICAVs) placed with customers, whose demand increased during the period. The Investment Banking & Asset Management service recorded a sharp increase due to the fact that in the first three months of 2015 up-front income on funds placed by Aletti Gestielle SGR grew compared to those in the corresponding period of last year. Other net operating income Q1 2015 Q1 2014 Absolute change % change Income on current accounts and loans Rents receivable Maintenance on property and leased assets Other income and charges 16,947 13,609 (3,978) 7,716 31,002 13,202 (1,269) 5,136 (14,055) 407 2,709 2,580 (45.3%) 3.1% 213.5% 50.2% Subtotal Client relationship (PPA) 34,294 (5,958) 48,071 (7,439) (13,777) (1,481) (28.7%) (19.9%) 28,336 40,632 (12,296) (30.3%) (in thousands of euro) Total Other net operating income 60 50 40.6 38.5 40 (millions of euro) 33.5 30 26.3 28.3 20 10 0 Q. 1 14 Q. 2 14 Q. 3 14 Q. 4 14 Q. 1 15 Other net operating income was euro 28.3 million, a sharp drop compared to the euro 40.6 million recorded in the first quarter of the previous year (contribution of the fourth quarter 2014 of euro 26.3 million). This fall was due to the reduction in the amount of “commissioni di istruttoria veloce” charged to customers. ______________________________________________________________________________________________________________________________________________ (in thousands of euro) Q1 2015 Q1 2014 Absolute change 16,924 4,615 12,767 34,306 (12) (5,958) 28,336 31,037 6,962 9,860 47,859 212 (7,439) 40,632 (14,113) (2,347) 2,907 (13,553) (224) (1,481) (12,296) Commercial Network Leasing Corporate Centre and Other Total business areas Investment Banking, Private Banking, Asset Management PPA Total other net operating income 31 % change (45.5%) (33.7%) 29.5% (28.3%) (19.9%) (30.3%) Commercial Network 37.2% 49.3% Leasing Corporate Center and Other 13.5% As regards the Commercial Network, the result for the first three months of 2015 is mainly linked to “commissioni di istruttoria veloce”, which were down in any event compared to the figure recorded in the corresponding period of the previous year. The contribution of Leasing to the consolidated result, down compared to that of the first three months of 2014, is related to income from the rental of properties resulting from credit collection, net of charges relating to the maintenance of the same. Instead, the result of the Corporate Centre is due to amounts received from renting the properties of other Group real estate companies to third parties, as well as income from Tecmarket, the latter recording additional growth compared to the corresponding period of the previous year. Net financial result (in thousands of euro) Dividends and similar income on financial assets Fair value adjustments in hedge accounting Banca Aletti Securities portfolio and Parent Company derivatives Total net of FVO Change in creditworthiness (FVO) Total Q1 2015 Q1 2014 Absolute change 677 (903) 46,868 44,530 599 3,787 47,144 36,845 78 (4,690) (276) 7,685 (0.6%) 20.9% 91,172 (12,621) 88,375 (30,051) 2,797 17,430 3.2% (58.0%) 78,551 58,324 20,227 34.7% % change 13.0% ______________________________________________________________________________________________________________________________________________ 32 Net Financial result (without FVO) 140 (millions of euro) 105.6 90 91.2 88.4 40 23.8 -1.9 -10 Q. 1 14 Q. 2 14 Q. 3 14 Q. 4 14 Q. 1 15 The net financial result without FVO was a profit of euro 91.2 million, compared with euro 88.4 million in the first quarter of 2014 (euro -1.9 million in the fourth quarter of 2014). The subsidiary Banca Aletti contributed euro 46.9 million to this result, substantially in line with the results in the corresponding period of the previous year (+47.1 million). As regards management of the securities portfolio and treasury of the Parent Company, the contribution for the first quarter was euro 44.1 million, and thus, up on the contribution in the first quarter of 2014. This mainly derives from the positive performance of trading and the securities portfolio in general. The impact of the change in the creditworthiness of liabilities issued designated at fair value (FVO),shown as a separate item on the reclassified income statement, due to the improvement in the creditworthiness of Banco Popolare, was negative during the current period for euro -12.6 million (euro -8.4 million after tax). The impact of the FVO in the first quarter of 2014 was negative for euro 30.1 million (euro -20.1 million after tax). (in thousands of euro) Commercial Network Investment Banking, Private Banking, Asset Management Corporate Centre and Other Leasing Total business areas PPA & FVO Total net financial result Q1 2015 Q1 2014 Absolute change 3,307 46,702 41,153 10 91,172 (12,621) 78,551 1,809 47,021 39,765 (220) 88,375 (30,051) 58,324 1,498 (319) 1,388 230 2,797 17,430 20,227 % change 82.8% (0.7%) 3.5% 3.2% (58.0%) 34.7% 3.6% Inv./Priv.Bank, AM 51.2% Corporate Center and Other 45.2% Commercial Network The contribution of the Investment Banking segment to the consolidated net financial result, net of the change in creditworthiness of its own liabilities issued, is mostly due to the result of the subsidiary Banca Aletti, which was euro 46.9 million (euro 47.1 as at 31 March 2014). Given sales volumes of structured products and trading derivatives that were down slightly (euro -241 million) compared to the corresponding period of the previous year, the contribution remained steady due to the improvement in trading in derivatives. The contribution of the Corporate Centre to the net financial result increased on the corresponding period of the previous year due to the profits earned (approximately euro 25 million) from the sale of financial assets available for sale, as well as latent gains on the securities trading portfolio, which, however, were not driven by gains on ______________________________________________________________________________________________________________________________________________ 33 government bonds, which generated a contribution of approximately euro 9 million, lower than that of the first quarter of 2014. Core Banking Business 1200 784.8 838.2 (millions of euro) 1000 40.6 800 600 371.7 28.3 422.3 400 200 372.5 387.6 Q. 1 14 Q. 1 15 0 interest margin net fee and commission income other net operating income Taking only the revenues of the “core banking business” into account, represented by the sum of the aggregates relating to the interest margin, net fee and commission income and other net income, the first quarter of 2015 proceeds showed an increase of 6.8% compared to the figure for the corresponding period of the previous year. Operating expenses Despite the contractual rise in salaries envisaged by the previous national collective labour agreement, personnel expenses, equal to euro 341.4 million, decreased by 0.8% compared to the euro 344.2 million as at 31 March 2014 (contribution of euro 376.1 million in the fourth quarter of 2014 which, however, included extraordinary charges relating to the agreements to reduce the redundant workforce). The reduction in expenses thus derives from the reduction in the average workforce (-509 FTE on an annual basis). As at 31 March 2015, the total number of employees was 17,166 “full time equivalents” against 17,179 resources employed on 31 December 2014 and 17,685 as at 31 March 2014. Careful cost control measures were also implemented for other administrative expenses, which amounted to euro 165.5 million as at 31 March 2015, up 2.3% compared to euro 161.7 million recorded in the first quarter of 2014, which also benefited from an extraordinary component of euro 6.9 million. On a like-for-like basis, this expense component also decreased by 1.9%. Net value adjustments on property and equipment and intangible assets for the period amounted to euro 32.5 million, compared to euro 48.8 million recorded as at 31 March 2014. The sharp decline is due to the fact that the figure as at 31 March 2014 included extraordinary value adjustments recorded (euro -17.6 million) in order to bring the book value of several properties classified as investments in line with the recoverable value estimated on the basis of the most recent appraisals. The same extraordinary components included in the figure as at 31 March 2015 were limited to euro 3.8 million. Net of the extraordinary components, the value adjustments in question showed a decrease of 7.7% on the first quarter of 2014. Operating expenses thus amounted to euro 539.5 million, down by 2.7% compared to euro 554.7 million recorded in the first quarter of 2014. Excluding the extraordinary components illustrated above from the two quarters being compared, the aggregate shows a reduction of 1.6%. The cost/income ratio for the period, calculated as the ratio of total operating expenses, net of extraordinary components, to total income net of the impact of the change in creditworthiness, was 56.2% (61% as at 31 March 2014). Income (loss) from operations The income (loss) from operations therefore amounted to euro 414.5 million, up by 22.7% compared to euro 337.9 million in the first quarter of 2014. Also net of non-recurring components included in operating expenses, the aggregate confirms it positive performance (+19% compared to the first quarter of 2014). ______________________________________________________________________________________________________________________________________________ 34 Adjustments and provisions (in thousands of euro) Non performing loans - Bad loans - Unlikely to pay - Past due Performing loans Total Q1 2015 Q1 2014 Absolute change % change 182,806 66,153 101,425 15,228 (1,419) 344,127 194,210 132,227 17,690 (16,140) (161,321) (128,057) (30,802) (2,462) (14,721) (46.9%) (65.9%) (23.3%) (13.9%) (91.2%) 181,387 327,987 (146,600) (44.7%) Net adjustments on loans to customers 2,496.1 2,500 (millions of euro) 2,000 1,500 1,000 500 328.0 445.3 292.0 181.4 0 Q. 1 14 Q. 2 14 Q. 3 14 Q. 4 14 Q. 1 15 Net adjustments on impairment of loans to customers were euro 181.4 million compared to euro 328.0 million in the first quarter of 2014, due to the reduction in net flows of new non performing loans, which dropped in the first quarter of 2015 to euro 206 million from euro 869 million recorded in the first quarter of 2014. The component referring to the “Leasing” sector (represented by the Leasing Division of Banco Popolare and the subsidiary Release) amounted to euro 24.7 million (euro 19.2 million in the first quarter of 2014). The cost of credit, measured by the ratio of net value adjustments on loans to gross loans, was 82 basis points yoy, compared with 144 basis points recorded in the corresponding period of last year. In addition, the income statement for the period included net adjustments for impairment of other assets for euro 3.6 million (euro 3.5 million in the first quarter of 2014). The adjustments regard debt instruments related to securitisation transactions included in the customer loan portfolio for euro 2.7 million and the adjustment of losses on impairment of financial assets in the available for sale portfolio for euro 0.8 million. Net provisions for risks and charges amounted to a total of euro 43.2 million compared to euro 1.5 million in the first quarter of 2014. These include the allocation of the best estimate of the charge for contribution to the National Resolution Authority (euro 23.0 million) and the allocation of liabilities arising from the unexpected unfavourable ruling of the Court of Cassation which overturned the favourable rulings in the previous instances with regard to a tax dispute of a subsidiary dating back to 2006 (euro 17.7 million). During the period losses on disposal of investments in associates and companies subject to joint control and other investments of euro 0.1 million were recorded, deriving from the disposal of owned property (compared to gains of euro 1.0 million recorded as at 31 March 2014). Income (loss) before tax from continuing operations amounted to euro 186.3 million compared to euro 5.9 million in the first quarter of 2014. Other revenue and cost items Taxes on income from continuing operations as at 31 March 2015 were a positive euro 27.0 million (euro -5.3 million as at 31 March 2014), as they included the positive effect of the recording of deferred tax assets attributable to prior tax losses of the merged company Banca Italease, which could be carried forward with no time limits (euro 85.1 ______________________________________________________________________________________________________________________________________________ 35 million). The recognition is motivated by the Banco Popolare’s different capacity to generate taxable income as compared to the subsidiary. Considering the share of losses pertaining to minority interest of euro 3.9 million and the FVO impact already illustrated (euro -8.4 million net of taxes), the first quarter of 2015 closed with income for the period of euro 208.8 million, compared to the loss of euro 19.0 million in the first quarter of 2014. Consolidated statement of financial position figures The reclassified statement of financial position represents a simple aggregation of the items envisaged in the layout of the statement of financial position as per the Bank of Italy circular No. 262 dated 22 December 2005. The main aggregations regarding the statement of financial position are as follows: the asset item “Financial assets and hedging derivatives” encompasses the financial instruments shown in the portfolios relating to “Financial assets held for trading”, “Financial assets designated at fair value through profit and loss”, “Financial assets available for sale”, “Investments held to maturity” and “Hedging derivatives” shown under assets items 20, 30, 40, 50 and 80 in the Bank of Italy schedule; the residual asset item “Other assets” aggregates the “Fair value change of financial assets in macro fair value hedge portfolios”, “Tax assets” and “Other assets” (respectively asset items 90, 140 and 160); the grouping of the amount due to customers (item 20) and securities issued (classified under items 30 and 50, as a function of the application or otherwise of the fair value option) into a single item; the inclusion of the financial instruments recognised in the financial statements in portfolios relating to “Financial liabilities held for trading” and “Hedging derivatives” (respectively liability items 40 and 60) as a single aggregate; the grouping of the “Liability provisions” for “Employee termination indemnities” (item 110) and “Provisions for risks and charges” (item 120) into a single item; the residual liability item “Other liabilities” includes the “Fair value change of financial liabilities in macro fair value hedge portfolios”, “Tax liabilities” and “Other liabilities” (respectively liability items 70, 80 and 100); the indication of “capital and reserves” as an aggregate, net of any treasury shares held (financial statement items 140, 160, 170, 180, 190 and 200). Reclassified asset items (in thousands of euro) Cash and cash equivalents Financial assets and hedging derivatives Due from banks Loans to customers Investments in associates and companies subject to joint control Property and equipment Intangible assets Non-current assets held for sale and discontinued operations Other assets Total Reclassified liabilities and shareholders' equity (in thousands of euro) Due to banks Due to customers, debt securities issued and financial liabilities designated at fair value through profit and loss Financial liabilities and hedging derivatives Liability provisions Other liabilities Minority interests Shareholders' equity - Capital and reserves - Net income (loss) for the period Total 31/03/2015 31/12/2014 Changes 524,126 29,120,427 3,852,918 80,834,608 1,086,237 2,116,485 2,049,414 104,036 6,057,392 619,529 26,190,599 5,058,816 79,823,603 1,061,412 2,139,962 2,049,912 94,308 6,043,545 (95,403) 2,929,828 (1,205,898) 1,011,005 24,825 (23,477) (498) 9,728 13,847 (15.4%) 11.2% (23.8%) 1.3% 2.3% (1.1%) (0.0%) 10.3% 0.2% 125,745,643 123,081,686 2,663,957 2.2% 31/03/2015 31/12/2014 Changes 18,536,295 17,383,317 1,152,978 6.6% 85,701,335 7,749,725 1,294,114 3,977,523 67,936 86,513,468 6,650,235 1,281,459 3,176,858 12,130 (812,133) 1,099,490 12,655 800,665 55,806 (0.9%) 16.5% 1.0% 25.2% 460.1% 8,418,715 8,209,934 208,781 8,064,219 10,010,110 (1,945,891) 354,496 (1,800,176) 2,154,672 4.4% (18.0%) 125,745,643 123,081,686 2,663,957 2.2% The trends in the main items of the statement of financial position as at 31 March 2015 are illustrated below, compared with the figures as at 31 December of the previous year. ______________________________________________________________________________________________________________________________________________ 36 Note that, in order to understand the contribution of the former Banca Italease, incorporated into the Parent Company on 1 January 2015, and its subsidiaries, the analysis of the loans component as at 31 March 2015 is also shown in a version that separates the contribution of the “Leasing” Divsion from that of the rest of the Banco Popolare Group. Loan brokering activities Direct funding (in thousands of euro) Absolute % change change 31/03/2015 % impact 31/12/2014 % impact Due to customers Deposits and current accounts - current accounts and demand deposits - time deposits Repurchase agreements Loans and other payables Securities Bonds and other securities Certificates of deposit 55,442,655 42,901,367 39,245,035 3,656,332 10,601,688 1,939,600 30,258,680 28,639,217 1,619,463 64.7% 50.1% 45.8% 4.3% 12.4% 2.3% 35.3% 33.4% 1.9% 54,778,714 44,537,835 40,806,181 3,731,654 8,672,112 1,568,767 31,734,754 29,669,773 2,064,981 63.3% 51.5% 47.2% 4.3% 10.0% 1.8% 36.7% 34.3% 2.4% 663,941 (1,636,468) (1,561,146) (75,322) 1,929,576 370,833 (1,476,074) (1,030,556) (445,518) 1.2% ( 3.7%) ( 3.8%) ( 2.0%) 22.3% 23.6% ( 4.7%) ( 3.5%) ( 21.6%) Total direct funding 85,701,335 100.0% 86,513,468 100.0% (812,133) (0.9%) As at 31 March 2015, direct funding totalled euro 85.7 billion, a decrease of 0.9% compared to euro 86.5 billion as at 31 December 2014, and of 3.7% compared to euro 89.0 billion recorded as at 31 March 2014. The decrease over the year, linked to a corresponding decrease in asset volumes, is attributable to the decline in bond funding (mainly retail), as part of the strategy that aims to reduce the overall cost of funding. The reduction in this component was partially offset by growth in the less onerous forms of funding, represented by current accounts and deposits (+2.4%), as well as growth in repurchase agreement and securities lending transactions. Furthermore, the decline in direct funding was largely offset by the stable funding guaranteed by the stock of certificates, issued by the Group, equivalent to over euro 4 billion in nominal value as at 31 March 2015. As regards the securities segment, the decrease recorded in the first quarter of 2015 is attributable to redemptions of further bonds maturing, not offset by new issues, and to the approach of customers pursuing more favourable returns, identified in asset management products. Indirect funding (in thousands of euro) Managed assets - mutual funds and SICAVs - securities and fund management - insurance policies of which: Lawrence Life policies 31/03/2015 % impact 31/12/2014 (*) % impact 35,206,518 19,790,656 4,651,048 10,764,814 48.0% 27.0% 6.3% 14.7% 34,153,477 17,140,262 6,716,079 10,297,136 51.4% 25.8% 10.1% 15.5% Absolute % change change 1,053,041 2,650,394 (2,065,031) 467,678 3.1% 15.5% (30.7%) 4.5% 3,209,409 4.4% 3,070,044 4.6% 139,365 4.5% Administered assets 38,199,042 52.0% 32,322,526 48.6% 5,876,516 18.2% Total indirect funding 73,405,560 100.0% 66,476,003 100.0% 6,929,557 10.4% (*) The figures relating to the previous year have been restated to provide a like-for-like comparison. In line with the commercial policy followed in the first quarter of 2015, indirect funding, amounting to euro 73.4 billion, increased by 10.4% compared to euro 66.5 billion at the beginning of the year, and by 9.8% compared to euro 66.8 billion as at 31 March 2014. The increase yoy (calculated on a like-for-like basis) is attributable to both managed assets, amounting to euro 35.2 billion as at 31 March 2015 (+9.5%) and administered assets, amounting to euro 38.2 billion (+10.1%). The increase in managed assets is substantially due to significant growth in funds and SICAVs (+26.1%) and of insurance policies (+9.6%). The growth recorded in the first quarter of 2015 (+10.4%) was mainly attributable to administered assets which, on a like-for-like basis, rose sharply as a result of the increase in the amounts of financial assets held by customers as a result of the positive performance of the market. Managed assets also recorded an increase (+3.1%) as a result of the volumes of funds and SICAVs placed. ______________________________________________________________________________________________________________________________________________ 37 Loans to customers (in thousands of euro) 31/03/2015 % impact 31/12/2014 % impact Absolute change % change Current accounts Repurchase agreements Mortgage loans Credit cards, personal loans and salary-backed loans Financial leases Factoring Other loans Debt securities 11,616,546 6,966,027 39,422,430 14.4% 8.6% 48.8% 11,580,020 7,203,588 38,353,328 14.5% 9.0% 48.0% 36,526 (237,561) 1,069,102 0.3% (3.3%) 2.8% 279,515 0.3% 272,321 0.3% 7,194 2.6% 3,699,695 10,957 18,310,109 529,329 4.6% 0.0% 22.7% 0.7% 3,868,955 12,529 17,980,188 552,674 4.8% 0.0% 22.5% 0.7% (169,260) (1,572) 329,921 (23,345) (4.4%) (12.5%) 1.8% (4.2%) Total net loans to customers 80,834,608 100.0% 79,823,603 100.0% 1,011,005 1.3% As at 31 March 2015, total net loans were euro 80,834.6 million, up 1.3% compared to euro 79,823.6 million recorded as at 31 December 2014. Gross of value adjustments, Group loans amounted to euro 88.6 billion as at 31 March 2015, down by 2.6% compared to euro 91.0 billion as at 31 March 2014, but up by 1.1% compared to euro 87.7 billion as at 31 December 2014. The increase during the quarter is mainly concentrated on mortgage loans. The component regarding “Leasing” segment loans amounted to euro 6.6 billion as at 31 March 2015, down compared to euro 6.7 billion at the end of 2014 and to euro 7.4 billion as at 31 March 2014. The growth in loans net of leasing is due to the sharp recovery in disbursements of loans recorded during the quarter, involving all segments (in greater detail, yoy growth was 44% for “private” customers, 82% for small business and 134% for mid corporates). Credit quality Banco Popolare Group (in thousands of euro) 31/03/2015 31/12/2014 (*) Net exposure % impact Net exposure % impact Absolute change % change Bad loans Unlikely to pay Past due Non performing loans Performing loans 6,184,696 7,611,343 325,579 14,121,618 66,712,990 7.7% 9.4% 0.4% 17.5% 82.5% 5,999,977 7,905,884 344,365 14,250,226 65,573,377 7.5% 9.9% 0.4% 17.9% 82.1% 184,719 (294,541) (18,786) (128,608) 1,139,613 3.1% (3.7%) (5.5%) (0.9%) 1.7% Total loans to customers 80,834,608 100.0% 79,823,603 100.0% 1,011,005 1.3% (*) Adjusted figures to enable a like-for-like comparison, as described in the paragraph "Structure, principles and content of the Interim report on operations". ______________________________________________________________________________________________________________________________________________ (in thousands of euro) a) Bad loans before derecognition of receivables relating to insolvency proceedings b) Bad loans relating to insolvency proceedings derecognised 31/03/2015 Gross total Net exposure adjustments exposure 14,958,314 (8,773,618) 6,184,696 4,207,158 (4,207,158) - Bad loans after derecognition of receivables relating 10,751,156 (4,566,460) 6,184,696 to insolvency proceedings (a-b) Unlikely to pay 10,360,098 (2,748,755) 7,611,343 Past due 388,429 (62,850) 325,579 Non performing loans 21,499,683 (7,378,065) 14,121,618 Performing loans 67,135,668 (422,678) 66,712,990 Total loans to customers 88,635,351 (7,800,743) 80,834,608 Coverage 58.65% 38 31/12/2014 (*) Gross total Net exposure adjustments exposure 58.83% 383,340 2.6% 198,621 5,999,977 43.00% 224,397 2.1% 39,678 26.53% 10,723,104 (2,817,220) 7,905,884 16.18% 414,834 (70,469) 344,365 34.32% 21,664,697 (7,414,471) 14,250,226 0.63% 65,996,500 (423,123) 65,573,377 26.27% 16.99% 34.22% 0.64% (363,006) (26,405) (165,014) 1,139,168 (3.4%) (6.4%) (0.8%) 1.7% (68,465) (7,619) (36,406) (445) 8.80% 87,661,197 (7,837,594) 79,823,603 8.94% 974,154 1.1% (36,851) 42.47% 14,574,974 (8,574,997) 5,999,977 4,048,215 (4,048,215) - 10,526,759 (4,526,782) Coverage Change in Change in Change in gross gross total exposure exposure % adjustments (*) Adjusted figures to enable a like-for-like comparison, as described in the paragraph "Structure, principles and content of the Interim report on operations". ______________________________________________________________________________________________________________________________________________ 39 Bad loans relating to debtors subject to insolvency proceedings The Bank of Italy Circular no. 272 dated 30 July 2008 (IV update dated 18 December 2012) envisages the option to derecognise the portion of bad loans deemed unrecoverable from the accounts. The cited regulation includes the decision made by competent corporate bodies which, by means of a specific resolution, have acknowledged the nonrecoverability of all or part of the loan or have ceased collection proceedings for economic reasons, as a circumstance for derecognition. Group banks exercised this option in the current year and in previous years. The derecognition regarded the part deemed non-recoverable of all receivables due from debtors, who, during the year, were subject to insolvency proceedings (bankruptcy, administrative compulsory liquidation, arrangement with creditors, extraordinary receivership of large companies in difficulty), even though the banks were regularly admitted as creditors in the insolvency proceedings for the entire amount of the receivable in question. More specifically, in the first quarter of 2015, bad loans (to the extent of the part retained non-recoverable) amounting to euro 227.3 million were derecognised. At the time of derecognition, specific adjusting entries were in place for around euro 206.7 million, following value adjustments on loans already charged to the income statement. Therefore, the derecognition resulted in charges to the income statement of around euro 20.6 million. In the first quarter of 2015, insolvency proceedings involving receivables totalling euro 68.4 million that had already been derecognised in previous years were finalised. As a result of the above changes, as at 31 March 2015, bad loans derecognised relating to insolvency proceedings that were still under way amounted to euro 4,207.2 million. In order to calculate the effective level of coverage of bad loans, the amount of the above-mentioned derecognised receivables must also be taken into account. The effective level of coverage of Group bad loans as at 31 March 2015 was 58.7% (58.8% as at 31 December 2015) as shown in line a) “bad loans before derecognition of receivables relating to insolvency proceedings” in the table above. Non performing loans (bad loans, unlikely to pay and past due), net of value adjustments, amounted to euro 14,121.6 million as at 31 March 2015 and recorded a 0.9% drop with respect to euro 14,250.2 million recorded at the beginning of the year. The related trend shows net non performing loans representing a lower percentage of total net loans to customers, dropping from 17.9% at the end of 2014 to 17.5% at the end of March 2015; a similar trend was recorded for the percentage represented by the same before value adjustments, falling to 24.3% from the 24.7% at the end of 2014. Including the receivables to be derecognised, the rate of coverage of non performing loans was 45.1%, an increase from 44.6% recorded as at 31 December 2014. More specifically, bad loans before and after value adjustments amounted to euro 10,751.2 million and euro 6,184.7 million respectively (+2.1% and +3.1% respectively compared to 31 December 2014), while the percentage represented by the same of total loans to customers before and after value adjustments, was 12.1% and 7.7% respectively (against 12.0% and 7.5% respectively as at 31 December 2014). Taking into account receivables for bad loans relating to debtors undergoing legal proceedings, which as at 31 March were still in progress, but had already been derecognised from the accounts, the rate of coverage was 58.7%, substantially in line with that of 31 December 2014, corresponding to 58.8%. Unlikely to pay before and after value adjustments amounted to euro 10,360.1 million and euro 7,611.3 million respectively (-3.4% and -3.7% respectively compared to 31 December 2014), while the percentage represented by the same of total loans to customers before and after value adjustments, was 11.7% and 9.4% respectively (against 12.2% and 9.9% respectively at the end of last year). The rate of coverage was 26.5%, up from 26.3% recorded at the end of last year. Past due loans before and after value adjustments amounted to euro 388.4 million and 325.6 million respectively, and were down 6.4% and 5.5%, respectively, compared to the end of 2014. The rate of coverage was 16.2% (17% at the end of 2014). The rate of coverage of performing loans was 0.63%, substantially stable with respect to 31 December 2014. ______________________________________________________________________________________________________________________________________________ 40 Leasing Division (in thousands of euro) 31/03/2015 Net exposure 31/12/2014 (*) % impact Net exposure % impact Absolute change % change Bad loans Unlikely to pay Past due Non performing loans Performing loans 1,193,455 1,395,412 32,894 2,621,761 2,657,585 22.6% 26.4% 0.6% 49.7% 50.3% 1,179,621 1,426,333 20,103 2,626,057 2,752,408 21.9% 26.5% 0.4% 48.8% 51.2% 13,834 (30,921) 12,791 (4,296) (94,823) 1.2% (2.2%) 63.6% (0.2%) (3.4%) Total loans to customers 5,279,346 100.0% 5,378,465 100.0% (99,119) (1.8%) (*) Adjusted figures to enable a like-for-like comparison, as described in the paragraph "Structure, principles and content of the Interim report on operations". (in thousands of euro) 31/03/2015 Gross total Net exposure exposure adjustments Coverage 31/12/2014 (*) Gross total Net exposure exposure adjustments Coverage Change in gross exposure Change in Change in gross total exposure % adjustments Bad loans Unlikely to pay Past due Non performing loans Performing loans 2,078,728 1,803,598 35,292 3,917,618 2,706,195 (885,273) (408,186) (2,398) (1,295,857) (48,610) 1,193,455 1,395,412 32,894 2,621,761 2,657,585 42.59% 22.63% 6.79% 33.08% 1.80% 2,073,578 1,850,533 21,386 3,945,497 2,802,992 (893,957) (424,200) (1,283) (1,319,440) (50,584) 1,179,621 1,426,333 20,103 2,626,057 2,752,408 43.11% 22.92% 6.00% 33.44% 1.80% 5,150 (46,935) 13,906 (27,879) (96,797) 0.2% (2.5%) 65.0% (0.7%) (3.5%) (8,684) (16,014) 1,115 (23,583) (1,974) Total loans to customers 6,623,813 (1,344,467) 5,279,346 20.30% 6,748,489 (1,370,024) 5,378,465 20.30% (124,676) (1.8%) (25,557) (*) Adjusted figures to enable a like-for-like comparison, as described in the paragraph "Structure, principles and content of the Interim report on operations". ______________________________________________________________________________________________________________________________________________ 41 As regards the Leasing Division, gross non performing loans (comprised of bad loans, unlikely to pay and past due), net of value adjustments, amounted to euro 2,621.8 million as at 31 March 2015, decreasing slightly on euro 2,626.1 million recorded at the beginning of the year. Considering that the performing loans portfolio is in substantial run-off and therefore continuously falling, the percentage represented by non performing loans net of adjustments out of total net loans to customers rose from 48.8% at year end to 49.7% as at 31 March 2015 (a similar increase was recorded for the percentage represented by the same before value adjustments, rising to 59.1% from the previous 58.5%). The rate of coverage of non performing loans was 33.1%, compared to 33.4% at the end of 2014. More specifically, bad loans before and after value adjustments amounted to euro 2,078.7 million and euro 1,193.5 million respectively (+0.2% and +1.2% respectively compared to 31 December 2014), while the percentage represented by the same of total loans to customers before and after value adjustments, was 31.4% (30.7% as at 31 December 2014) and 22.6% (21.9% at the end of the previous year). The rate of coverage was 42.6%, down with respect to the previous year, when it was 43.1%. If properties used as collateral are taken into consideration, the rate of coverage of bad loans exceeds 100% of gross exposures. Unlikely to pay before and after value adjustments amounted to euro 1,803.6 million and euro 1,395.4 million respectively (down by 2.5% and 2.2% respectively compared to 31 December 2014), while the percentage represented by the same of total loans to customers before and after value adjustments, was 27.2% and 26.4% respectively (27.4% and 26.5% respectively for the previous year). The rate of coverage was 22.6%, compared to 22.9% last year. If properties used as collateral are taken into consideration, the rate of coverage of unlikely to pay is close to 100%. Past due loans before and after value adjustments amounted to euro 35.3 million and 32.9 million respectively. The rate of coverage was 6.8%, compared to 6.0% last year. The rate of coverage of performing loans was 1.80%, unchanged with respect to 31 December 2014. Financial assets (in thousands of euro) 31/03/2015 % impact 4,094,962 15.6% % change 1,013,267 24.7% 21,399 0.1% 5,653 0.0% 15,746 278.5% 14,980,822 5,268,931 51.4% 18.1% 13,518,168 4,948,433 51.6% 18.9% 1,462,654 320,498 10.8% 6.5% Total securities portfolio 25,379,381 87.2% 22,567,216 86.2% 2,812,165 12.5% 3,741,046 12.8% 3,623,383 13.8% 117,663 3.2% 29,120,427 100.0% 26,190,599 100.0% 2,929,828 11.2% 31/03/2015 % impact 31/12/2014 % impact Absolute change % change Total financial assets 17.5% Absolute change Financial assets held for trading Financial assets designated at fair value through profit and loss Financial assets available for sale Investments held to maturity Derivative trading and hedging instruments 5,108,229 31/12/2014 % impact The breakdown by type of assets is as follows: (in thousands of euro) Debt securities Equity instruments UCIT units 23,396,136 1,095,732 887,513 80.3% 3.8% 3.0% 20,685,517 1,051,037 830,662 79.0% 4.0% 3.2% 2,710,619 44,695 56,851 13.1% 4.3% 6.8% Total securities portfolio 25,379,381 87.2% 22,567,216 86.2% 2,812,165 12.5% Derivative trading and hedging instruments Total financial assets 3,741,046 12.8% 3,623,383 13.8% 117,663 3.2% 29,120,427 100.0% 26,190,599 100.0% 2,929,828 11.2% The Group’s financial assets as at 31 March 2015 amounted to euro 29,120.4 million, up on the figure of euro 26,190.6 million recorded as at 31 December 2014 (+11.2%); an increase can be seen mainly in the portfolio of financial assets available for sale, which recorded a rise of euro 1,462.7 million, and in the portfolio of financial assets held for trading (+24.7% against the end of 2014). An analysis by asset type indicates that this increase regards almost exclusively debt securities, which as at 31 March 2015, represented over 80% of the portfolio (in line with the figure as at 31 December 2014). ______________________________________________________________________________________________________________________________________________ 42 Financial assets held for trading (in thousands of euro) 31/03/2015 % impact 31/12/2014 % impact Absolute change % change Debt securities Equity instruments UCIT units 4,354,886 473,279 280,064 53.1% 5.8% 3.4% 3,378,725 445,064 271,173 47.7% 6.3% 3.8% 976,161 28,215 8,891 28.9% 6.3% 3.3% Total securities portfolio 5,108,229 62.2% 4,094,962 57.9% 1,013,267 24.7% Financial and lending derivatives 3,099,568 37.8% 2,983,024 42.1% 116,544 3.9% Total 8,207,797 100.0% 7,077,986 100.0% 1,129,811 16.0% As regards the debt securities component of financial assets held for trading, euro 2,308.6 million is represented by Italian Government securities, while the remainder is comprised by corporate securities issued mainly by Italian and foreign banks. The equity trading portfolio instead mainly regards securities relating to leading Italian and foreign companies, mostly corporate customers. Financial assets designated at fair value through profit and loss 31/03/2015 % impact 31/12/2014 % impact Absolute change Debt securities Equity instruments UCIT units 16,201 1,095 4,103 75.7% 5.1% 19.2% 1,092 4,561 0.0% 19.3% 80.7% 16,201 3 (458) 0.3% (10.0%) Total 21,399 100.0% 5,653 100.0% 15,746 278.5% (in thousands of euro) % change Financial assets designated at fair value through profit and loss include investments in UCIT units (Undertakings for collective investment in transferable securities), mostly comprised by shares of hedge funds managed by the subsidiary company Aletti Gestielle SGR. Equity instruments exclusively relate to the value of the insurance policy subscribed by Banco Popolare to cover the liabilities of the S.I.PRE. paid to some executives. Financial assets available for sale (in thousands of euro) 31/03/2015 % impact 31/12/2014 % impact Absolute change % change Debt securities Equity instruments UCIT units 13,756,118 621,358 603,346 91.8% 4.1% 4.0% 12,358,359 604,881 554,928 91.4% 4.5% 4.1% 1,397,759 16,477 48,418 11.3% 2.7% 8.7% Total 14,980,822 100.0% 13,518,168 100.0% 1,462,654 10.8% As at 31 March 2015, the portfolio of debt securities was comprised of Italian Government securities with a total book value of euro 11,236 million; the increase recorded in the period also mostly refers to Government securities. The portfolio of debt securities also includes a security of a European Union Member State with a total book value of euro 51.5 million, represented by a Spanish security (nominal amount of euro 50 million) maturing in 2015. The remainder of the debt securities portfolio is comprised of securities issued by international organisations (EIB, IBRD etc.) and by corporate securities mainly represented by Italian and foreign banks. UCIT units mainly include real estate funds of euro 36.7 million, share funds of euro 137.5 million, bond funds of euro 169.9 million and flexible funds of euro 246.3 million. The portfolio of equity instruments is represented by investments whose value is less than 20% of the share capital of said companies, which is not considered a strategic investment by the Banco Popolare Group. The main investments in shareholdings of this nature refer to Dexia Crediop, amounting to euro 55.4 million, the Istituto Centrale delle Banche Popolari Italiane for euro 139.6 million, Palladio Finanziaria for euro 35.9 million, the investment in the Bank of Italy for euro 91.7 million, A4 Holding for euro 19.1 million, Autostrade del Brennero for euro 18.4 million, Arca SGR for euro 75.3 million, Earchimede for 11.6 million, Factorit for euro 19.8 million, S.A.C.B.O. for euro 30.9 million, SIA for euro 14.8 million, Seief for euro 10.3 million, Archimede 1 for euro 8.8 million, Veneto Sviluppo for euro 6.9 million, Risanamento for euro 5.5 million and lastly Banca Nuova Terra for euro 5.7 million. ______________________________________________________________________________________________________________________________________________ 43 Investments held to maturity 31/03/2015 % impact 31/12/2014 % impact Absolute change % change Debt securities 5,268,931 100.0% 4,948,433 100.0% 320,498 6.5% Total 5,268,931 100.0% 4,948,433 100.0% 320,498 6.5% (in thousands of euro) This item is almost entirely represented by Italian Government debt securities and as at 31 March 2015, latent gains were around euro 330 million. Exposure to sovereign risk In the first quarter of the year, with the exception of Greece, the positive trend that characterised sovereign debt prices of peripheral European countries starting in September 2012 gained further strength. Despite certain difficulties in implementing policies to restore public finances, and also due to the improving economic situation, supported by economies in the export area and driven by the depreciation of the Euro, sovereign yields continued to converge towards the Eurozone benchmark - represented by German government bonds. The closing of spreads for peripheral countries was not stopped even by the heating up of the Greek crisis, following the collapse of the Greek government at the end of last year and the subsequent general elections which brought an anti-austerity coalition to power. The new administration immediately placed in doubt the agreements with the European Union to realise the macroeconomic adjustment programme to rebalance public finances, which is a prerequisite for the disbursement of the last tranche of aid from the European Financial Stability Facility and the transfer of profits on Greek securities realised by the Eurosystem in 2014 as part of the Securities Markets Programme. The request made by the Greek government for an additional extension - up to 30 June - to complete said programme was accepted by the Eurogroup on 20 February. Conversely, negotiations to revise the terms of the programme have been under way for more than two months, with an uncertain outlook for the outcome. Declaring its intention to comply with the commitments undertaken with its creditors and preserve the sustainability of public debt, the Greek government has committed to propose a list of structural reforms. Nonetheless, to date, the versions submitted have not met the requirements set out by the European authorities and, more generally, no agreements have been reached with creditors. In this deadlock phase, the Eurogroup has thus suspended the disbursement of the new tranche of aid. The performance of the spread of Greek securities was also worsened due to its exclusion from the QE launched by the ECB, which involves the purchase of only investment grade securities, thus excluding Greek until the derogation on Greek bonds is restored. Specifically concerning performance of the markets, in the initial months of 2015 the yield spreads on 10-year government bonds of the peripheral countries mentioned above compared to the corresponding German bonds decreased almost similarly in Portugal, Italy and Ireland (by 69, 24 and 16 basis points, respectively), while they remained almost unchanged in Spain. However, in Greek, the 10-year spread rose by 188 basis points. More specifically, following slight tensions at the beginning of the year, with the spread between 10-year BTP and Bund with the same maturity reaching 192 basis points, this spread decreased to a minimum of 113 basis points on 11 March, then recovering several basis points to close at 129 basis points at the end of March. The volatility of the spreads, for the peripheral countries, but specifically for Italy and Portugal, spiked at times concurrent with the crucial deadlines for negotiations under way with Greece, both at the time of full payment of tranches of debt and during important phases of the negotiations. The Group’s total exposure in sovereign debt securities as at 31 March 2015 was euro 19,051.4 million, and is provided below, broken down by country (in thousands of euro): Countries Italy Spain Austria Other EU countries Total EU Countries USA Argentina Total other countries Total Debt securities Loans Total 18,796,168 51,489 1,596 1,879 18,851,132 33,265 68 33,333 18,884,465 166,905 166,905 - 18,963,073 51,489 1,596 1,879 19,018,037 33,265 68 33,333 19,051,370 166,905 More specifically, the exposure is represented by: loans granted to the Italian State of euro 166.9 million; debt securities issued by central and local governments of euro 18,884.5 million, euro 18,851.1 million of which was issued by EU Member States. This position is mostly held by the Parent Company Banco Popolare ______________________________________________________________________________________________________________________________________________ 44 which, as at 31 March, held a total of euro 17,100.1 million, euro 17,048.5 million of which related to Italian Government securities. The tables below provide more detailed information on the breakdown of the exposure in debt securities to EU nations, which represented 99.8% of total exposure, by accounting portfolio, residual life brackets and fair value hierarchy. ______________________________________________________________________________________________________________________________________________ 45 Financial assets held for trading Matures by 2015 Matures between 2016 and 2020 Matures between 2021 and 2025 Matures beyond 2025 Total fair value as at 31/03/15 Italy Spain 416,698 - 1,854,205 37,634 12 - 2,308,549 - Total 416,698 1,854,205 37,634 12 2,308,549 Country Total fair value by hierarchy LEVEL 1 2,308,547 LEVEL 2 - LEVEL 3 2 - 2,308,547 - 2 Financial assets available for sale Country Matures by 2015 Matures between 2016 and 2020 Matures between 2021 and 2025 Matures beyond 2025 Total fair value as at 31/03/15 Net AFS Reserve Italy Spain Total 2,017,111 51,489 2,068,600 5,866,590 5,866,590 2,283,503 2,283,503 1,068,674 1,068,674 11,235,878 51,489 11,287,367 199,813 7 199,820 LEVEL 1 - 11,197,253 51,489 - 11,248,742 Total fair value by hierarchy Value adjustments Total fair value by hierarchy LEVEL 2 38,625 38,625 LEVEL 3 - Investments held to maturity Country Italy Other EU countries Total Matures by 2015 Matures between 2016 and 2020 Matures between 2021 and 2025 Matures beyond 2025 Total book value as at 31/03/15 Total fair value - 4,396,477 3,475 4,399,952 855,263 855,263 - 5,251,740 3,475 5,255,215 5,581,781 3,475 5,585,256 LEVEL 1 5,581,781 3,475 5,585,256 LEVEL 2 - LEVEL 3 - Investments in sovereign debt securities of EU Member States, in terms of book value, represent 77.3% of the Group’s total portfolio invested in debt securities, 99.7% of which regards investment in securities issued by the Italian Government. Around 12.2% of said investments have been allocated to the trading portfolio and 59.9% to the financial assets available for sale portfolio, while 27.9% has been classified as investments held to maturity. Around 77% of total exposure is represented by debt securities that mature before 2020. ______________________________________________________________________________________________________________________________________________ 46 Net Interbank Position Due from banks (in thousands of euro) 31/03/2015 % impact 31/12/2014 % impact 303,841 3,549,077 802,550 1,552,768 791,023 123,156 279,580 3,852,918 7.9% 92.1% 20.8% 40.3% 20.5% 3.2% 7.3% 100% 689,123 4,369,693 1,175,160 1,520,630 1,329,019 123,209 221,675 5,058,816 13.6% 86.4% 23.2% 30.1% 26.3% 2.4% 4.4% 100% 31/03/2015 % impact 31/12/2014 % impact Due to central banks 12,751,054 LTRO and TLTRO 11,251,054 Other payables (overnight deposits) 1,500,000 Due to other banks 5,785,241 Current accounts and demand deposits 578,610 Time deposits 1,861,031 Repurchase agreements 1,716,644 Other payables 1,628,956 Total payables (B) 18,536,295 Mismatch loans/payables (A) - (B) (14,683,377) Due to central banks: LTRO and TLTRO (11,251,054) Interbank balance (excl. LTRO and TLTRO) (3,432,323) Mismatch towards central banks (excl. LTRO (1,196,159) and TLTRO) Interbank balance towards other banks (2,236,164) 68.8% 60.7% 8.1% 31.2% 3.1% 10.0% 9.3% 8.8% 100% 12,870,424 12,029,844 840,580 4,512,893 1,105,356 1,154,834 723,733 1,528,970 17,383,317 (12,324,501) (12,029,844) (294,657) 74.0% 69.2% 4.8% 26.0% 6.4% 6.6% 4.2% 8.8% 100% Due from central banks Due from other banks Current accounts and demand deposits Time deposits Repurchase agreements Debt securities Other loans Total loans (A) Absolute change (385,282) (820,616) (372,610) 32,138 (537,996) (53) 57,905 (1,205,898) % change ( 55.9%) ( 18.8%) ( 31.7%) 2.1% ( 40.5%) ( 0.0%) 26.1% ( 23.8%) Due to banks (in thousands of euro) Absolute % change change (119,370) ( 0.9%) (778,790) ( 6.5%) 659,420 78.4% 1,272,348 28.2% (526,746) ( 47.7%) 706,197 61.2% 992,911 137.2% 99,986 6.5% 1,152,978 6.6% 2,358,876 19.1% (778,790) ( 6.5%) 3,137,666 not significant (151,457) 1,044,702 not significant (143,200) 2,092,964 not significant Net interbank exposure as at 31 March 2015 amounted to 14,683.4 million, compared to the balance of 12,324.5 million at the end of last year. The exposure to the ECB amounted to euro 11,251.1 million (euro 12,029.8 million as at 31 December 2014). If net exposures towards central banks are not considered (in reality linked to the mandatory reserve), the net interbank balance towards other banks is negative, and amounts to euro -2,236.2 million, up compared to euro -143.2 million as at 31 December of last year. The Group confirms an excellent liquidity profile as at 31 March 2015. At the same date, the Group holds eligible assets with the ECB, to date unused, which after haircuts amount to euro 14.7 billion (euro 14.2 billion as at 31 December 2014), represented almost exclusively by a risk-free portfolio of Italian Government bonds. The Liquidity Coverage Ratio (LCR) was in line with the targets required by Basel 3. The NSFR (Net Stable Funding Ratio) calculated in accordance with the most recent rules set by the Quantitative Impact Study amounts to approximately 95%. Shareholders’ equity and solvency ratios Consolidated shareholders’ equity (millions of euro) 10,000 8,000 8,064.2 8,418.7 31/12/2014 31/03/2015 6,000 4,000 2,000 0 ______________________________________________________________________________________________________________________________________________ 47 The Group’s consolidated shareholders’ equity as at 31 March 2015, including valuation reserves and net income for the period, amounted to euro 8,418.7 million, compared to the figure at the end of 2014 of euro 8,064.2 million. The change observed in the quarter, equal to euro 354.5 million, is mostly due to the comprehensive income recorded during the period, for the share attributable to the Group of a positive euro 345.8 million. The latter includes the income for the period of euro 208.8 million, and the increase of valuation reserves of euro 137 million. The following table shows the breakdown of valuation reserves and the changes over the period: (in thousands of euro) Initial balance Increases Decreases Final balance Financial assets Property and available for Equipment sale 275,500 244,142 (107,975) 411,667 217 217 Cash flow hedges (3,858) 826 (272) (3,304) Investments in Actuarial associates and Special gains/(losses) companies revaluation on defined subject to joint laws benefit control carried pension plans at equity 2,314 (75,089) (14,456) 541 (264) 2,314 (75,089) (14,179) Total 184,628 245,509 (108,511) 321,626 The change in the reserve of financial assets available for sale with respect to last year is mainly due to debt securities, particularly those of the Italian Government. The following table provides a reconciliation between the Parent Company’s shareholders’ equity and net income (loss) for the period with the corresponding consolidated balances. (in thousands of euro) Balance as at 31/03/2015 as per the Parent Company's financial statements Impact of the consolidation of subsidiaries Impact of the valuation at net equity of associated companies Cancellation of the dividends received during the year from subsidiaries and associates Other consolidation adjustments Balance as at 31/03/2015 as per the consolidated financial statements Shareholders' equity Net income (loss) for the period 6,790,083 1,375,599 111,781 161,917 23,845 24,696 - (344) 141,252 8,418,715 (1,333) 208,781 Capital ratios From 1 January 2014, the new harmonised regulations for banks and investment companies contained in (EU) Regulation no. 575/2013 (“CRR”) and in directive no. 2013/36/EU (CRD IV”) dated 26 June 2013 came into force. These transpose the standards defined by the Basel Committee for banking supervision (so-called Basel 3 framework) to the European Union. The Regulations and the relative technical standards are directly applicable to national legislation and constitute the so-called “Single Rulebook”. As part of an overall process of revising and simplifying the supervisory regulations for banks, the Bank of Italy published the new circular 285 (“Supervisory Provisions for Banks”) and also regulated prudential supervision reporting on an individual and consolidated basis for banks and asset management companies, by virtue of circular 286 (“Instructions for preparing prudential reports for banks and asset management companies”). More specifically, Circular 286 sets out reporting formats regarding: 1. 2. harmonised reports: own funds, credit and counterparty risk (including securitisations, Credit Valuation Adjustment and Central Counterparties (CCP)), market risk, operating risk, large exposures, recognition of mortgage losses, overall equity position, liquidity monitoring and financial leverage; non-harmonised reports: related parties. Note that the new regulations contained in the Single Rulebook envisage a period of transition for the gradual introduction of several new rules (so-called “phase-in”). In other words, during the Basel 3 transition period, several items will be calculated or deducted at different percentages for each year. Generally, a share is attributed to Common Equity Tier 1 (CET1), while the remainder of the aggregate is split between Additional Tier 1 (AT1) and Tier 2 (T2) capital, or attributed to RWA. A gradual process of elimination (phase-out over a period of time extended to 2021 under the “grandfathering” system) is also envisaged for equity instruments that do not fully meet the calculation requirements of the new regulations. ______________________________________________________________________________________________________________________________________________ 48 The estimates of capital ratios that the Group is assumed to have at the end of the transition period are called “Basel 3 Fully Phased”. Note that the minimum capital requirements for 2015 resulting from regulations that are currently in force are: – a minimum common equity tier 1 ratio (Common Equity Tier 1 capital ratio: “CET1 ratio”) of: 4.5% + 2.5% Capital Conservation Buffer: “CCB”; – a minimum Tier 1 capital ratio of: 5.5% + 2.5% of CCB; – minimum total capital ratio of: 8% + 2.5% of CCB. On 25 February the European Central Bank (ECB) notified Banco Popolare of its final decision on the minimum capital ratios to be complied with by the bank on an ongoing basis. The decision is based on Article 16 (2) (a) of EU Regulation no. 1024 of 15 October 2013, which confers on the ECB the power to require any supervised bank to hold own funds in excess of the minimum capital requirements laid down by current regulations. The minimum ratios required by the Regulator are a Common Equity Tier 1 ratio (CET1 ratio) of 9.4% and a Total Capital Ratio of 10.5%. The capital ratios as at 31 March 2015 calculated according to the new regulations including the income for the (4) quarter are as follows: Common Equity Tier1 (CET1) Ratio of 11.9% substantially unchanged on the end of December 2014; Tier 1 Capital Ratio of 12.3%, also unchanged on the end of last year; Total Capital Ratio of 14.4% (compared to 14.6% as at 31 December 2014). The current level of own funds enables Banco Popolare to fully comply with the Regulator’s requirements, both with respect to the calculation rules currently applicable in the transition period, as well as when the new capital requirements shall apply in full. The pro-forma CET1 ratio calculated on the basis of rules that will take effect at the end of the transition period (socalled CET1 Ratio fully phased) will be 11.6%. As regards liquidity, the Liquidity Coverage Ratio (LCR) was in line with the targets required by Basel 3. The NSFR (Net Stable Funding Ratio) calculated in accordance with the most recent rules set by the Quantitative Impact Study amounts to approximately 95%. To date the latter indicator is not a binding requirement, as the regulations that shall govern it will be issued by the EBA by 31 December 2015. Finally, note that the Leverage Ratio was 5.0% as at 31 March 2015, calculated including the profit for the quarter, while the level at full implementation is estimated at 4.8%. Note that this ratio is currently not mandatory until 2016. The Basel Committee proposed a minimum level of 3%. Communication regarding the prudential filters of the “Assets available for sale” portfolio With effect from 30 June 2010, the Group had adopted the approach envisaged by the Bank of Italy Provision dated 18 May 2010, which allows the share of valuation reserves relating to debt securities issued by the central government authorities of countries belonging to the European Union, held in the “Financial assets available for sale” portfolio to be excluded from the calculation of the regulatory capital. More specifically, in alternative to the “asymmetrical” approach (complete deduction of net losses from Tier 1 capital and partial inclusion for the 50% of net gains in Tier 2 capital) already envisaged by Italian legislation, the abovementioned Provision had acknowledged the possibility of fully neutralising the gains and losses recorded in revaluation reserves (“symmetrical” approach). This option could be exercised only if the option was extended to all the securities of the type held in the aforementioned portfolio, applied consistently by the Group and maintained constant over time. In this regard, we announce that, pursuant to the issue note for the new Circular no. 285 of the Bank of Italy, the Banco Popolare Group has confirmed the exercise of this option. This option shall remain in force until the European Commission adopts new regulations approving the application of IFRS 9 in substitution of IAS 39. As at 31 March 2015, the change in the reserves of the securities issued by Central Government authorities of countries belonging to the European Union was a positive euro 189 million; if this approach had not been adopted, said change would have resulted in an increase of around euro 76 million in CET1, which could be calculated for only 40% according to the transition regime introduced by (EU) Regulation no. 575/2013 of the European Parliament and Council (“CRR”) and implemented with the Bank of Italy circular no. 285 of 17 December 2013, and approximately euro 113 million in “Tier 2 Capital” for the remaining 60%. (4) Based on the provisions of Article 26, paragraph 2 of EU Regulation no. 575/2013 of 26 June 2013 (CRR), the inclusion of interim or year-end profits in Common Equity Tier 1 Capital (CET1) is subject to the prior permission of the competent authorities, which shall grant such permission only where the profits have been verified by the independent auditors. The Interim report on operations as at 31 March 2015 was not subject to auditing and, thus, the own funds to be reported to the ECB do not include the profit for the period. Excluding the profit recorded in the first quarter from the calculation, the CET 1 Ratio as at 31 March 2015 amounted to 11.4%, the Tier 1 Capital Ratio came to 11.8% and the Total Capital Ratio at 13.9%. ______________________________________________________________________________________________________________________________________________ 49 RISK MANAGEMENT General principles The Banco Popolare Group implements processes for the selection, undertaking, governance and mitigation of the risks originated by banking and financial activities to pursue stable and sustainable growth objectives over time, in line with the general policies established by the Board of Directors and disciplined, inter alia, by the “Group Risk Regulations”. The entire process to manage and control the risks that the Group is exposed to is coordinated by Banco Popolare, in its dual capacity as Parent Company and entity in which all the functions of mutual interest to the Group are located. This process operates at different levels of the organisational structure. The Board of Directors of the Parent Company has a fundamental role in the management and control of risk, at Group level, as it decides the strategic direction, approves risk management policies and assesses the level of efficiency and adequacy of the system of internal controls, also with the support of specific Committees, including the Risks Committee, established within its ranks and, with specific tasks relating to the processes of taking, managing, measuring and controlling risks, the Risk Control Committee, the Finance and ALM Committee and the Committee for Product Innovation. The risk management function is carried out by the Risks Department through the Risk Management Service located at the Parent Company Banco Popolare, which has direct access to the corporate bodies. The Risks Department, the organisational unit that reports directly to Banco Popolare’s Managing Director, oversees, at Group level and in an integrated way, risk management, measurement and control processes, compliance risk, the process of validating internal risk measurement models and the legal support and advisory process for the Parent Company and for Group Companies. At least on a quarterly basis, the Group assesses its capital adequacy using management-type risk measurement tools, primarily based on statistical-quantitative methodologies related to the VaR (Value at Risk) technique. The same techniques are used, both for current analyses and for forecasts, to produce the ICAAP (Internal Capital Adequacy Assessment Process) Report, sent annually to the Bank of Italy. With reference to the Third Pillar Disclosure to the public, from 1 January 2014, the prudential supervision provisions applicable to banks are stated in Circular 285 of 17 December 2013, the issue of which is dependent on the start of application of European Union legislation (CRR Regulation EU no. 575/2013 and CRD IV Directive 2013/36/EU) which contain the reforms of the Basel Committee agreements (“Basel 3”). The Public Disclosure documents (Third Pillar) are made available on the website www.bancopopolare.it in the investor relations section. The Internal Project Over time, the Banco Popolare Group has launched numerous projects to improve its risk measurement, management and control system. Specifically, to date the Group has been authorised to use its internal models to calculate regulatory capital absorption with regard to the following Pillar I risks: credit risk (starting from the recording of 30 June 2012) the scope regards the advanced internal rating models (PD, for both monitoring and acceptance, and LGD) regarding loans to corporate and retail customers of Banco Popolare and the former subsidiary Credito Bergamasco; market risk (starting from the recording of 30 June 2012) The scope is the generic and specific risk of equity instruments, the generic risk of debt securities and the risk relating to UCIT units for the trading portfolio of Banca Aletti and Banco Popolare; operating risk (starting from the recording of 30 June 2014) adoption of the AMA (Advanced Measurement Approach) for Banco Popolare companies (including the former subsidiary Credito Bergamasco), Banca Aletti, SGS BP and BP Property Management. For more information on the outcome of the projects, refer to that set forth in Part E of the Notes to the financial statements of the Annual Financial Statements 2014 and the annual public disclosure for 2014 (Pillar 3). Group Risk Appetite Framework During 2014, as part of the efforts to comply with new Prudential Supervisory Provisions for banks (15th update dated 2 July 2013 of Bank of Italy Circular no. 263/2006), the Group identified the measures to adopt and the relative timeframe to ensure full compliance with legislative requirements regarding RAF (Risk Appetite Framework). The planning of activities was submitted to the corporate bodies through the Gap Analysis. The guidelines and reference framework for the RAF were also defined, and the related management process was formalised. In the first few months of 2015, the Group fine-tuned the overall structure of the Group Risk Appetite Framework, i.e. the framework comprising the risk appetite of the Group, the tolerance thresholds, risk limits, risk governance policies and reference processes required to define and implement them. Through the Risk Appetite Framework, the Banco Popolare Group: ______________________________________________________________________________________________________________________________________________ 50 steers its strategy and risk management policies, focused on sound and prudent company operations; sets its risk objectives and verifies their correct application, in line with its business model, the company strategies pursued, the maximum risk that may be assumed, budget processes and self-assessment of capital adequacy, company organisation and Internal Control System; verifies the consistency of the objectives of capital adequacy, risk capital, liquidity and risk-adjusted performance, which are used as the basis of the strategic and operational planning processes, ICAAP, determining and managing risk limits and the other related company processes; structures risk objectives into an organised system of indicators, which it manages according to principles of proportionality; defines the procedures for operational measures to activate if it is necessary to restore risk levels to within the preset objectives or limits; indicates the types of risk that it intends to assume and the methods used to control and monitor risk, over the short and long-term, under ordinary and stressed conditions; ensures that the corporate bodies of Group Companies, in line with their responsibilities, act in compliance with the risk objectives set for the Group. Specifically, the Group Risk Appetite Framework defines the following “components” which, in some cases, formally constitute elements that were already present in the system of risk limits/objectives previously in force: roles and responsibilities of the bodies (Board of Directors, MD, Board of Statutory Auditors) and corporate functions, operating methods and information flows to the governance bodies and control functions; the definition of the scope of application of the overall framework, the risks included in the RAF model and the areas of application (regulatory and operating capital adequacy, liquidity and financial leverage, performance and risk-adjusted income); the risk indicators that constitute the system of indicators for the above areas according to a specific breakdown by differing levels of granularity (primary, complementary and operational); measurement and periodic monitoring of the indicators with the related reporting to corporate bodies; the process of identifying and managing compliance with the size of the defined risk limits/objectives. Supplementing the RAF, the Group has applied, among others, a system of limits for propensity to risk, relating to its risk exposure towards Related Parties (company representatives, subsidiaries or companies subject to significant influence, relative related parties). Credit risk The Banco Popolare Group pursues lending policy objectives that seek to: support the growth of the business activities operating in its market territories, with a strong customer relationship focus on small and medium sized companies, as well as on retail customers; diversify its portfolio, limiting loan concentration on single counterparties/groups, on single sectors of economic activity or geographical areas; adopt a uniform credit management model based on rules, methods, processes, IT procedures and internal regulations harmonized and standardised for all Group banks and companies. With the aim of optimising credit quality and minimising the global credit risk cost for both the Group and the single companies, under the organisational model the Parent Company’s Loans Department is in charge of loan policy guidelines for both the banks and companies of the Group. The credit portfolio monitoring, carried out by the afore-mentioned Department, is focused on the performance analysis of risk profile of economic sectors, geographical areas, customer segments and types of granted credit lines, as well as on other analysed spheres of action, allowing the definition of possible corrective actions at central level. Guidelines have also been set at Group level, defining how to behave with respect to credit risk-taking, to avoid excessive concentrations, limit potential losses and guarantee credit quality. In particular, in the loan approval phase, the Parent Company exercises the role of management, direction and support for the Group. The role of the Risk Management Service within the Risks Department is to provide support to Top Management in the planning and control of risk exposure and capital absorption, with a view to maintaining the stability of the Group, checking capital adequacy forecasts and compliance with the Group’s risk limits and propensity to risk. More specifically, the Risk Management Service’s task is to develop, manage and optimise internal rating models (First Pillar), the loans portfolio model (Second Pillar) over time, and to supervise - as part of second level controls - the calculation of weighted risk assets using advanced methods. Portfolio risk monitoring is based on a default model that is applied on a monthly basis mainly to credit exposures of the Banco Popolare Group, with regard to performing loans, cash loans and endorsement credits, of resident customers. Credit quality The Banco Popolare Group makes use of an elaborate set of instruments to monitor credit portfolio quality. Internal ratings are an important part of this. Their calculation is based on models that are differentiated and estimated ______________________________________________________________________________________________________________________________________________ 51 specifically for each customer segment (large corporate, mid corporate plus, mid corporate, small business and private customers). Rating plays a key role in loan granting, monitoring and management processes. In particular, it plays a role in deciding which the competent bodies to approve loans are, as well as on the mechanism for the automatic renewal of uncommitted credit facilities, and it contributes to guiding the decisions of loan managers when classifying positions based on their performance. Special dedicated units within the Group are in charge of managing non performing loans, which operate by means of predefined management and recovery method that differ depending on the type of loan by amount and risk profile. Non performing loans are classified according to specific criteria, based on prudence, and objective risk parameters. In general, non performing loans include loans that give rise to a severely abnormal evolution of the business relations between the customer and the Group banks, serious irregularities found in the reports to the Central Credit Register, a worrying situation of financial accounts, the onset of adverse events that may restrict the creditworthiness, decrease the value of the guarantees or impair the loan. Value adjustments are measured on an individual basis for each single position, they are based on the criteria of prudence in relation to the possibilities of actual recovery, also related to the existence of any collateral and they are regularly verified. In the first quarter of 2015, the regulatory framework regarding the classification of non performing loans was revised, to implement the updates to Circular 272 of the Bank of Italy. The current formulation of credit quality involves the transfer to three classes in default (unlikely to pay, bad loans and past due) with the concurrent elimination of the non performing class relating to restructured and objective substandard loans. The situation of the Group’s non performing loans as at 31 March 2015 has already been illustrated in the previous section, which commented on the Results for the period. In line with the goal of simplifying the Group structure, the merger of the former Banca Italease was completed in March. The merger and transfer of the bank to a specific business division will result in better management of the portfolio of loans, reducing risk and focusing particularly on those of a high amount (so-called large risks). Outcome of backtesting of rating systems In order to calculate capital requirements against Credit Risk (AIRB system), the Banco Popolare Group adopts internal estimates of Probability of Default (PD) and of Loss Given Default (LGD) for Corporate and Private Customer portfolios. The comparison between estimates and empirical data is made separately for PD on a six-monthly basis at least, for LGD on an annual basis, by means of backtesting conducted by the Internal Validation service. With regard to PD models, the Banco Popolare Group adopts performance measures to verify the discriminatory range of the estimates (accuracy ratio-AR) and calibration tests (“classic” binomial tests and binomial tests “adjusted” to take into account the cyclical nature of the macroeconomic scenario in question) to compare default rates (DR) over an annual time horizon with estimated PD values. As regards the Corporate segments, the latest backtesting exercise showed a good discriminatory range of models, both in terms of single modules and final ratings, which produced values comparable and at times superior to those obtained in development. With regard to the calibration, satisfactory values were found for the Large Corporate model. In the “classic” binomial test, the Mid Corporate, Mid Corporate Plus and Small Business segments show a number of non calibrated classes substantially in line with that found in the bracket for the previous year, while in the “adjusted” binomial test, they showed a slight deterioration which can mainly be attributed to the severity of the current economic cycle. As regards the Private customer segment, the model performed well overall. For a number of modules a better discriminatory range than obtained during development was recorded; on the contrary, a deterioration in performance for the acceptance function (which, however, involves a small number of counterparties out of the total portfolio) was recorded. As regards the calibration tests, the results were satisfactory and in line with that observed in the previous backtesting exercise, if the average PD for the class and the default rates observed are compared, and if the effects of the current economic crisis are incorporated in the estimates. As regards LGD models, the backtesting analyses were conducted by updating, where possible, and with the most recent years, the database used in developing the “Corporate” and “Retail” LGD models, and, for the parameters considered the most significant (Probability of Non-Performance, Performing/Closure Loss Given Default, Loss Given Non-Performance), by comparing the estimated values obtained with those deriving from said update, to highlight any deviations. The updated values of the parameter “Probability of Non-Performance” for the “Corporate” segment are in line with or higher than those calculated in the development phase, while for the “Retail” segment, they are in line with or lower than those in the validated model. The “Performing/Closure LGD” increased, not only due to the updating of the dataset with the figures for the last few years, but also on a like-for-like basis of the area estimated, with the addition of only the “resolved” default cycles beyond the observation period of the area of development (i.e., beyond 30 April 2011). As regards “Loss Given Non-Performance”, there was an increase linked to the period of serious recession. However, the drivers of the LGN estimate remained substantially stable in the backtesting sample. ______________________________________________________________________________________________________________________________________________ 52 Counterparty Risk Counterparty risk is defined as the risk that the counterparty in a transaction defaults before the final settlement of the cash flows of said transaction (EU Regulation no. 575/2013). As regards this type of risk, for operating purposes and to provide support for capital adequacy assessment processes (ICAAP process), the Group uses internal methods to estimate exposures to the risk of possible default of counterparties in OTC derivative transactions. These methods are mostly based on statistical-quantitative approaches, partially linked to the techniques used for VaR (Value at Risk) estimates, which assesses the impact that market and credit risk factors may have in terms of unexpected losses on the positive future market value of the overall portfolio of positions in derivatives. The estimate of exposure to counterparty risk, with regard to existing positions with counterparties with whom a “collateral agreement” has been signed (Credit Support Annex – CSA) is carried out using the Shortcut Method. The expected exposure is assessed on the basis of possible changes of the Mark to Market of the individual contracts underlying the same reference CSA, on a time horizon given by the “risk margin period” that characterises each contract. The measurement is implemented also in the lending process chain, with a daily monitoring and reporting system. The indirect membership (through Clearing Brokers) of a Clearing House for operations in OTC plain vanilla derivatives traded by Banca Aletti, enabled the following objectives to be achieved: the mitigation of counterparty risk through netting mechanisms, leading to a reduction of credit facilities to market counterparties with regard to the plain vanilla swaps transferred into LCH; the reduction of capital requirements; compliance with the European Directive - European Market Infrastructure Regulation (EMIR); mitigation of operating risk. In accordance with the Basel 3 Framework Regulation, additional capital requirements regarding the following are to be calculated: own funds for the Credit Valuation Adjustment (CVA) through the adoption of the standardised method, as envisaged by (EU) Regulation no. 575/13 for banks that are not authorised to use the IMM method for counterparty risk and the internal model method for Incremental Risk Charge (IRC); exposures relating to operations with Qualified Central Counterparties (QCCP) by adopting the Alternative Method envisaged by art. 310 of EU Regulation no. 575/2013. In calculating exposure to counterparty risk, for Supervisory Reporting, the Group uses the standardised approach on the entire scope of reference (derivatives, repurchase agreements, securities lending and medium and long term loans). Financial risks Trading portfolio The organisational model adopted by the Banco Popolare Group for the trading portfolios exposed to interest rate risk and price risk requires the centralisation: of the management of Treasury and of Proprietary Portfolio positions in Group Finance; in the subsidiary Banca Aletti of the risk positions and the operating flows associated with securities, currency, OTC derivative trading and other financial assets. In addition to this, there are the main interest rate risk exposures from the trading portfolio of Banca Aletti relating to operations both on money markets, and the associated listed or plain vanilla derivatives (covered by the Trading & Brokerage Service), both on the markets of listed and OTC derivatives, and OTC structured products (covered by the Structured Products Service). The function in charge of controlling the financial risk management for all the Banks of the Group with the aim of identifying the type of risks, define the methods to measure risks, control limits at strategic level and verify the consistency between trade limits and the risk/return targets assigned is centralised in the Parent Company under the responsibility of the Risk Management Service for all Group banks. Risk analyses of the Trading portfolio are carried out by means of indicators, both deterministic, such as the sensitivity to market risk factors, and probabilistic, such as VaR (Value at Risk), which measures the maximum potential loss of the portfolio over a certain time horizon and with a given level of confidence. Risk capital estimates under the VaR approach are made using the historical simulation method and considering a time horizon of one working day and a statistical confidence interval of 99%. A VaR is calculated both by applying a Lambda coefficient (decay factor) of 0.99, so as to render the estimate more reactive to the most recent changes in market parameters, and by equi-weighting historic observations. If the latter is higher than the VaR calculated with the above decay factor, it is used for risk estimates. The risk depends mainly on the specific component (issuer risk), relating, in particular to Italian Government bonds, which also justifies performance in the period. ______________________________________________________________________________________________________________________________________________ Regulatory trading portfolio 53 Q1 2015 (in millions of euro) 31 March 1.739 0.933 1.653 0.429 4.753 -2.073 2.680 6.130 6.090 Interest rate risk Exchange rate risk Equity risk Dividends and Correlations Total uncorrelated Diversification effect Total Generic Risk Specific Risk Debt Securities Combined Risk average 1.873 0.460 1.539 0.474 maximum 2.456 1.204 2.231 0.692 minimum 1.076 0.162 1.153 0.196 2.426 6.060 6.114 3.332 8.918 9.336 1.880 4.412 4.641 Daily VaR and VaR by risk factor BANCO POPOLARE GROUP: Regulatory trading portfolio Total VaR Interest Rate VaR Equity VaR Forex VaR Specific VaR 10,000,000 9,000,000 8,000,000 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 ar 31 -M ar 23 -M ar 15 -M ar 07 -M eb 27 -F eb 19 -F eb 11 -F eb 03 -F n 26 -J a n 18 -J a n 10 -J a 02 -J a n 0 Following the validation of the internal model for the calculation of the capital requirement relating to market risks, backtesting is conducted on a daily basis, with a view to verifying the solidity of the VaR model adopted. These tests are conducted on the regulatory trading portfolio of Banco Popolare and of Banca Aletti. The graphs below show the backtesting exercise of Banco Popolare relating to the VaR method, calculated on the generic risk of debt securities, generic and specific equity risk, interest rate risk and exchange rate risk. For backtesting purposes, as envisaged by supervisory regulations in force, we used the equally-weighted VaR measurement instead of using a decay factor used in operational approaches. ______________________________________________________________________________________________________________________________________________ 54 Backtesting of Banco Popolare 1,500,000 Actual P&L Backtesting Theoretical P&L Backtesting VAR 1,000,000 500,000 0 -500,000 -1,000,000 -1,500,000 -1 5 M ar -1 5 Fe b Ja n15 De c14 v14 No Oc t- 1 4 -1 4 Se p Au g14 Ju l- 1 4 Ju n14 -1 4 M ay Ap r- 1 4 -2,000,000 Banking portfolio The interest rate risk relating to the banking portfolio is eminently associated with the core activity performed by the bank acting as an intermediary in the process of transformation of maturities. In particular, the issue of fixed rate bonds, the granting of fixed rate commercial loans and mortgages and funding from demand current accounts represent a fair value interest rate risk, while floating rate financial assets and liabilities represent a cash flow interest rate risk. The structure in charge of managing interest rate risk is the ALM, part of the Group Finance Service of the Parent Company, which carries out said task also on behalf of the banks and subsidiary financial companies, and pursues the maximisation of the economic return from the bank’s commercial activity in compliance with the set interest rate risk exposure limits. The Interest Rate and Liquidity Risk unit of the Parent Company’s Risk Management Service is in charge of monitoring and controlling the interest rate risk of the banking portfolio, and it performs this activity also on behalf of the banks and financial subsidiaries. This activity is performed on a monthly basis to verify that the limits in terms of changes in interest margin or equity or the economic value of the banking portfolio are complied with, as regards regulatory capital. Interest rate risk is monitored using Sensitivity Analyses and the parametric Value at Risk method. As at 31 March, the short term indicator, represented by the margin at risk, as well as the medium-long term indicator, represented by the economic value at risk, showed a sensitivity to negative changes in interest rates substantially in line with the same period of the previous year, confirming, in any event, a very low level of risk. Risk ratios (%) For shift of + 100 bp Financial margin at risk / Financial margin Economic value at risk / Economic value of capital For shift of - 100 bp Financial margin at risk / Financial margin Economic value at risk / Economic value of capital 31 March FY 2015 (first quarter) average maximum minimum FY 2014 (first quarter) 31 March average 3.7% 2.8% 3.7% 2.3% 0.2% 0.1% 0.4% -0.6% 0.4% -1.4% -0.2% -0.1% -0.3% -0.2% -0.2% -0.3% -0.2% -0.1% -0.9% -1.1% -0.9% -1.3% -0.2% -0.3% With regard to the banking portfolio, the Group also evaluates its exposure to the risk of default and to the migration of the rating class of debt securities, based on IAS standards, classified as AFS, L&R and HTM. Measurement is carried out using the Credit Spread VaR method for migration risk and the IRC approach for default risk. Instead, positions classified as CFV are measured using the Value at Risk (VaR) method, using historic simulations. ______________________________________________________________________________________________________________________________________________ 55 Operating Risk Operating risk is the risk of suffering losses caused by inadequacy or failure attributable to procedures, human resources and internal systems, or caused by external events. Losses resulting from fraud, human error, interruption of operations, non-availability of systems, contractual breaches and natural disasters are included in this type of risk. Operating risk also encompasses legal risk, while strategic and reputational risk are not included. As regards this type of risk, the Group adopted the standardized regulatory approach envisaged by supervisory provisions (combined with the basic method for companies not significant in size) to calculate capital requirements against operating risk up until the report as at 31 March 2014. On 05 August 2014, the Bank of Italy approved the use of advanced supervisory methods (AMA – Advanced Measurement Approach), from the Supervisory Report dated 30 June 2014 for Banco Popolare companies, Banca Aletti, SGS BP and BP Property Management. The other Group companies will adopt the BIA (Basic indicator approach) method for reporting, in line with the adoption of the combined use of AMA/BIA, which envisages for the latter, if they do not surpass established materiality thresholds, the permanent use of the basic method (PPU, partial permanent use). In this regard, the Group has agreed with the Bank of Italy to extend the use of AMA methods (roll-out plan) to Aletti Gestielle S.g.r. and Banca Italease, based on a gradual extension plan, which is expected to be completed in December 2015. The AMA capital requirement is determined by combining the risk measurement obtained by the model based on previous operating losses, both internal and external, with that obtained on the basis of the model that uses elements of scenario analyses. Both of the models adopt a modelling approach know as the Loss Distribution Approach, which is based on the modelling of aggregate annual loss, defined as the sum of loss amounts (severity) associated to each loss event that occurs over one year (frequency). The risk is estimated by measuring the Value at Risk with a confidence interval of 99.9% and a time horizon of one year. The capital requirement relating to the AMA scope takes into account any benefits from diversifying exposure to the different types of operating risk and envisages the deduction of provisions transferred to the income statement to the extent of the expected loss. Liquidity Risk Liquidity risk is generated by the time mismatch between expected cash in- and out-flows even in a very short time horizon. In addition to the difficulty/impossibility of hedging such mismatches, the liquidity risk can also entail an interest rate risk caused by the need to raise/lend funds at unknown rates that could be potentially unfavourable. The Parent Company’s Group Finance Service is in charge of monitoring liquidity risk limits, according to the supervisory measurement system, as a first-level control; the Parent Company’s Risk Management Service is in charge of second-level controls, as well as monitoring mismatches of operating liquidity through the Asset & Liability Management procedure, also used to measure the interest rate risk of the banking portfolio. As regards liquidity risk, at aggregate level, the Group applies a monitoring system which also entails the use of models to estimate behavioural and/or optional parameters. This system is flanked by internal operating thresholds based on stringent levels, monitored on a daily (“quick ratio”) and ten-day (operating) basis. In the first three months of 2015, the Group’s liquidity profile showed substantial adequacy in the short and longer term. During the quarter, the Banco Popolare Group continued to make the periodic measurements of the liquidity profile, using the indicators envisaged by the provisions of Basel 3, LCR (Liquidity Coverage ratio) and SF (Stable Funding Ratio) as well as part of monthly Supervisory Reporting, in addition to the NSFR (Net Stable Funding Ratio) required by the Bank of Italy and the ECB. Note that the phase-in for the entry into force of the LCR threshold, a short-term indicator, envisages a threshold reduced to 60% from October 2015; this is expected to be increased by 10% each year until it reaches 100% in 2018, equivalent to the medium-term indicator NSFR. Other risk factors Risks associated with pending legal proceedings The Banco Popolare Group is involved in numerous legal proceedings associated with the natural unfolding of the business activities. As at 31 March 2015, provisions for legal disputes underway and clawbacks amounted to euro 160.6 million, compared to euro 168.2 million recorded as at 31 December last year. As regards the main risk positions at Group level relating to Clawback actions and Pending lawsuits, during the quarter there were no changes in the situation illustrated with reference to 31 December last year. Please refer to section 12 Provisions for risks and charges in Part B of the Notes to the Consolidated Financial Statements as at 31 December 2014 for more details. Risks associated with current disputes with the Tax Authority Banco Popolare, the companies that merged to form the same, the incorporated subsidiary companies and the ______________________________________________________________________________________________________________________________________________ 56 subsidiary companies underwent various inspections by the Tax Authority in 2015 and in previous years. These activities concerned the taxable income declared for the purpose of income tax, VAT, registration tax, and more generally the manner in which the tax legislation in force at the time was applied. As a consequence of said inspections, the Banco Popolare Group is involved in numerous legal proceedings. The potential liabilities relating to tax disputes underway that involve Banco Popolare and its subsidiaries amounted as at 31 March 2015 to euro 407.0 million, of which euro 391.3 million relate to notices of assessment, tax demands and payment notices and euro 15.7 million relate to formal reports on findings served. In this regard, note that the estimate of said potential liabilities relating to the notices of assessment does not usually consider any interest, while the estimate of potential liabilities relating to formal reports on findings does not usually include interest or fines, insofar as they are not indicated in the latter document. As at 31 December 2014, the claims of the Tax Authority resulting from the notices of assessment and the formal reports on findings served amounted to euro 483.7 million. Developments in the first quarter of the year The following paragraphs provide an illustration of the disputes that arose during the first part of the year. New disputes that emerged in the period and/or developments of existing disputes following formal reports on findings served During the period, no new potential liabilities arose. Disputes concluded and/or settled during the period During the quarter outstanding disputes decreased by a total of euro 76.7 million, comprising euro 73.1 million due to the write-off of potential liabilities relating to the alleged non-deductibility of costs relating to facts or actions that are considered offences (it regards offence of false corporate reporting, obstacles to supervision and market turbulence alleged to have been committed by Banca Italease with regard to the incorrect recognition of counterparty risk in derivative contract transactions performed in 2007), contained in the report on findings of 30 November 2012. The decision to consider said potential liabilities as no longer existing results from the reading of the deed of certification of pending charges of Banca Italease issued on 2 March 2015 by the Milan Regional Headquarters of the Tax Authority. Different from the previous deeds, this deed no longer mentions the report on findings of 30 November 2012. As illustrated in the Annual Financial Report 2014, the assessment notices served in December 2014 did not include said findings. In light of this situation, we reasonably believe that the Tax Authority considered the observations stated in the brief submitted by Banco Popolare following receipt of the formal report on findings, and abandoned the findings. In relation to the claim, no provisions were recorded, as losing the dispute was deemed only possible. Euro 3.5 million in the additional reductions in potential liabilities derive from the termination of the dispute against the former Banco Popolare di Novara Spa and the former Banca Italease concerning the alleged failure to pay registration tax on finalised deeds related to the operation to restructure the debt of an Italian industrial group. The claim was no longer valid due to the cancellation following an internal review of the payment notices previously issued. In relation to the claim, no provisions were recorded, as losing the dispute was deemed only possible. For details on disputes still pending as at 31 March 2015 refer to the paragraph “Risks associated with current disputes with the Tax Authority” in the Notes to the Consolidated Financial Statements as at 31 December 2014. In addition to the developments illustrated, during and following the quarter numerous hearings were held in which the appeals submitted by Banco Popolare or the opponent were discussed. Below, the main disputes under discussion are summarised: on 24 February 2015, the dispute regarding Banco Popolare (formerly Banca Italease) was discussed before the Provincial Tax Commission. This dispute regards the applicability of withholding to interest paid in 2008 to the subsidiary SPE resident in Delaware for amounts deriving from the placement of financial instruments calculated as part of regulatory capital (preference shares). The Commission partially rejected Banco’s appeal, ordering it to pay the withholding, but cancelling the application of fines. The ruling had no impacts on the income statement for the quarter, as the amount of withholding had already been allocated on drawing up the financial statements as at 31 December 2014; on 17 March 2015, several of the disputes of Banco Popolare (formerly Banca Popolare di Verona e Novara) regarding the applicability of the regional increase in the IRAP tax rate for the years 2003, 2004 and 2005 were discussed before the Supreme Court. As illustrated in more detail in the section regarding the significant events after the end of the quarter, the Supreme Court fully confirmed the decisions of the Regional Tax Commission, compensating legal fees; also on 17 March 2015, the Banco Popolare (formerly Banca Popolare Italiana) dispute regarding the ______________________________________________________________________________________________________________________________________________ 57 registration tax applicable to the disposal of a business segment finalised in 2004 between Banca Eurosistemi and Banca Popolare di Lodi was discussed before the Supreme Court. As illustrated in more detail in the section regarding the significant events after the end of the quarter, the Supreme Court fully confirmed the decisions of the Regional Tax Commission, ordering the bank to pay legal fees; also on 17 March 2015, the dispute involving the subsidiary Bipielle Real Estate regarding the registration tax applied to the reclassification of the contribution of a business segment, where Reti Bancarie Holding was the counterparty, was discussed before the Supreme Court. As illustrated in more detail in the section regarding the significant events after the end of the quarter, the Supreme Court quashed the ruling of the Regional Tax Commission, accepting the appeal filed by the Tax Authority and sending all proceedings back to the Regional Tax Commission; on 20 April 2015, the dispute regarding Banco Popolare (formerly Banca Italease) was discussed before the Provincial Tax Commission. This dispute regards the applicability of withholding to interest paid in 2007 to the subsidiary SPE resident in Delaware for amounts deriving from the placement of financial instruments calculated as part of regulatory capital (preference shares). At the date of drawing up this Report, the ruling had not been issued. In addition to the disputes illustrated above, on 22 July 2014, Banco Popolare was notified - by the Tax Authority Provincial Headquarters of Novara - with 2 refund rejection notices regarding IRPEG and ILOR credit for which Banca Popolare di Novara s.c.a.r.l. had requested a refund for 1995, prior to the merger with Banca Popolare di Verona - SGSP s.c.a.r.l. which established Banco Popolare di Verona e Novara s.c.a.r.l. The credit rejected, recognised in the financial statements as at 31 December 2014, amounts to a total of euro 86.5 million, euro 52.6 million of which as principal and euro 33.9 million of which is interest accrued. Retaining that the grounds stated by the Tax Authority are totally illegitimate and groundless, on 5 November 2014, the company submitted an appeal against said measures before the competent Tax Commission. The hearing to discuss the disputes before the Provincial Tax Commission was held on 7 April. The Provincial Tax Commission accepted both combined appeals, also ordering the Tax Authority to pay legal fees. Classification and valuation of potential liabilities in accordance with the provisions of accounting standard IAS 37 In the light of the successful outcomes in the courts of first instance and/or the existence of valid grounds on which to challenge the claims made by the Tax Authority with regard to proceedings underway and also considering the specific opinions issued by authoritative external firms, the potential liabilities classified as possible but unlikely amount to a total of euro 369.4 million. The potential liabilities classified as probable amount in total to euro 37.6 million and were fully debited from the income statement when the tax demands received were paid or are entirely covered by provisions allocated to the item “other provisions for risks and charges - other.” Lastly, with regard to all of the disputes illustrated above, we would like to state that as at 31 March 2015, tax credit amounting to euro 58.9 million was due from the Tax Authority, following payments made provisionally for the assessment notices served. In this regard, we must emphasise that said payments are not retained such as to impact the risk of losing the disputes, which have been valued on the basis of the provisions of IAS 37: in fact, these amounts are paid as part of an automatic mechanism, which is unrelated to the groundlessness or otherwise of the related tax claims. Inspections underway as at 31 March 2015 As at 31 March 2015, no inspections were in progress against Banco Popolare or its subsidiaries. Related risks and inspections Following an inspection, with note dated 6 November 2014, Consob informed the Issuer that it had detected possible irregularities in relation to the provision of investment services, with specific regard to the management of conflicts of interest and the adequacy assessment. In January 2015, the Issuer submitted to Consob its counter arguments for each of the presumed irregularities. At the date of this Report, the procedure is still under way. During the first quarter, the Supervisory Authorities concluded and/or launched several inspections of the Issuer. One inspection concerning the remuneration and incentive systems was concluded. On conclusion thereof, the Bank of Italy formulated several findings and observations, for which the Issuer provided its own considerations in April 2015. On 31 January 2015 the ECB initiated an inspection on risk management and the risk monitoring system, understood as relating to interest rate risk on the banking book and liquidity risk of the Issuer. This inspection is still under way. On 29 January 2015, the Bank of Italy launched a different inspection concerning aspects of compliance in relation to transparency of the Issuer, which is currently under way. ______________________________________________________________________________________________________________________________________________ 58 OTHER INFORMATION Disclosure on earnings per share Basic EPS Diluted EPS 31 March 2015 Annualised Weighted average of attributable result ordinary shares (euro) 835,123,652 362,179,606 835,123,652 362,179,606 EPS (euro) 2.306 2.306 31 March 2014 Weighted average of ordinary shares (*) 176,373,087 176,373,087 Annualised attributable result (euro) (75,816,466) (75,816,466) EPS (euro) (0.430) (0.430) (*) the figures of the weighted average of ordinary shares have been restated to provide a like-for-like comparison. Note that as at 31 March 2015, Basic EPS coincides with Diluted EPS as there were no financial instruments with potential dilutive effects. KEY FINANCIAL HIGHLIGHTS OF THE MAIN GROUP COMPANIES A summary of the main investments in Group companies is presented below, with an indication of the most significant statement of financial position, income statement and operating balances as at 31 March 2015. (in millions of euro) Total assets Shareholders' equity (*) Direct Funding Direct Funding Net loans Income (Loss) 118.2 101.3 1,584.9 16,893.4 17.2 49.9 75.3 876.8 95.0 6.3 1,386.0 806.7 308.9 4,922.0 17,383.3 25.5 9.9 160.2 1,630.9 (1.5) 0.2 40.2 268.7 11.3 3,000.3 5.2 176.4 7.7 330.3 0.1 1.1 21.5 5.0 13,780.0 1,369.0 - 16.4 2.6 2,075.0 - 19.0 (19.6) - 293.5 561.8 1,138.4 20.5 115.1 105.6 558.6 1,107.6 13.7 58.9 - - 0.9 62.5 8.4 0.5 6.4 1.0 1.6 Banks Banca Aletti & C. (Suisse) Bipielle Bank (Suisse) Banco Popolare Luxembourg Banca Aletti & C. Financial companies Aletti Gestielle SGR Aletti Fiduciaria Release Italease Finance Other companies Società Gestione Servizi - BP Holding di Partecipazioni Finanziarie Banco Popolare Bipielle Real Estate Tecmarket Servizi Italease Gestione Beni (*) amount inclusive of the income (loss) for the period. SIGNIFICANT EVENTS AFTER THE END OF THE PERIOD Development of disputes underway with the Government Tax Authorities In the first few days of May, all the rulings concerning the disputes heard before the Supreme Court on 17 March and relating to the following disputes were filed: Banco Popolare (formerly Banca Popolare di Verona e Novara) - tax demands regarding IRAP tax paid to the Regional headquarters for Veneto in tax years 2003, 2004 and 2005. The Supreme Court fully confirmed the decisions of the Regional Tax Commission, declaring the legal fees compensated. The liability arising from the Court’s decision amounts to approximately euro 10 million and has already been charged to the income statement in previous years. Therefore, there was no impact on the income statement for the current year. ______________________________________________________________________________________________________________________________________________ 59 Banco Popolare (formerly Banca Popolare Italiana) - notice of correction regarding the registration tax applicable to the disposal of a business segment in 2004 between Banca Eurosistemi S.p.A. (later incorporated into Banca Popolare Italiana Soc. Coop.) and Banca Popolare di Lodi Soc. Coop. The Supreme Court fully confirmed the ruling of the Regional Tax Commission that was unfavourable to the Bank, and ordered the Company to pay the legal fees. The related potential liability of euro 7.4 million, as it was classified as probable, has already been charged to the income statement in previous years. Therefore, there was no impact on the income statement for the current year. Bipielle Real Estate S.p.A. - Settlement notice for registration tax regarding the reclassification of a business segment conferral involving Reti Bancarie Holding as counterparty (later incorporated into Banca Popolare Italiana Soc. Coop.). Overturning the outcome of the previous instances, the Supreme Court accepted the appeal submitted by the Tax Authority, endorsing the approach according to which Article 20 of the Consolidated Law on registration tax allows for an investigation of the “real reason” for the operation in light of the interests pursued by the parties, as this must prevail over that shown in the files/formally in the deeds filed by the parties. On this basis, the Supreme Court quashed the ruling of the Regional Tax Commission, assigning the examination of the reasons for the appeal, which had not been discussed at the time (as they were absorbed in the quashed decision) and the determination of legal fees to another section of said Commission. In consideration of the favourable outcomes in the previous instances, no provisions had been allocated for this dispute. Following the decision of the Supreme Court illustrated above, a specific allocation of euro 17.7 million was made to provisions for risks and charges, charging them to the income statement of the first quarter of 2015. The provision covers the amount of taxes due and the estimate of the related interest accrued. No fines were imposed. Tax credits of the former Banca Popolare di Novara s.c.a r.l. With regard to the dispute initiated by Banco Popolare against the refund rejection notice for the IRPEG and ILOR credit for 1995, notified on 22 July 2014 by the Tax Authority - Provincial Headquarters of Novara in relation to the requests submitted at the time by Banca Popolare di Novara s.c.a r.l., on 7 April a hearing was held before the Provincial Tax Commission of Novara to discuss the appeals submitted by Banco Popolare. With ruling filed on 30 April, the Commission accepted both appeals, also ordering the Tax Authority to pay legal fees. The credit subject to the dispute is recognised in the financial statements as at 31 March 2015 for a total of euro 86.5 million, euro 52.6 million of which as principal and euro 33.9 million of which is interest accrued. Agreements relating to employees Following the Agreement on the Renewal of the National Labour Agreement of 31 March 2015 between the Banking Association and the national trade unions, negotiations were immediately started up again in the Group, and an agreement was already entered into on 3 April 2015, concerning the Solidarity Fund for managing redundant staff. This agreement specifically resulted in the acceptance of 74 voluntary requests for access to extraordinary benefits, in addition to the maximum number of 200 participants established with the previous agreement of 26 November 2014. With regard to the total exits planned primarily during 2015, in confirming the plan for hiring/stabilising 100 young resources, previously defined with the agreement of 26 November 2014, the agreement of 3 April 2015 also set out, for the portion exceeding 200 terminations, the inclusion in the company workforce of additional young people, which can be quantified as a termination/hiring ratio of 3 to 1. This aims at ensuring the necessary generational turnover, also in relation to production areas lacking resources, to favour homogenous distribution of employees in the local areas where the company is located. Securitisation transactions In April 2015, following several changes to the rating method applied as illustrated above, Moody’s upgraded both Class A2 and Class B Notes of the securitisation transaction “Bipitalia Residential”, from “A2” to “A1” and increased the rating of Class C Notes from “Baa1” to “A3”. On 10 April 2015 several amendments were made to the contractual documentation for the “BP Mortgages 1” and “BP Mortgages 2” transactions, to keep the counterparty Bank of New York (Luxembourg) S.A., Italian Branch (“BONY”) in the role of custodian bank, among others, following the downgrading by S&P in December 2014. Specifically, S&P decreased the minimum rating required by the documentation to act as custodian bank from “A1+” to “A1”. Following this amendment, S&P confirmed the rating of the securities issued. ______________________________________________________________________________________________________________________________________________ 60 OUTLOOK FOR BUSINESS OPERATIONS In the first quarter of 2015, the generally positive climate of the European financial markets strengthened, also following some positive signs of the consolidation of the international economic scenario and the introduction of QE by the ECB. The latest forecasts issued at the end of the quarter by various research agencies report a consolidation of growth prospects in Europe and Italy, though to a slight extent. For the year under way, the GDP in the first case is expected to grow by 1.4%, while for the domestic economy, the GDP is expected to grow by 0.7%. In general, the development of the macroeconomic scenario shows greater vivacity in the disbursement of credit, especially in the case where, should foreign demand remain steady, the underlying improvement seen in several production sectors should spread to the entire economy, providing greater stimulation to investments of companies. On the supply side, as mentioned, due to the effect of the ECB’s unconventional policies, conditions have begun to ease, while on the demand side, signs of life are being supported, in specific cases, by the improvement in creditworthiness. In this framework, the continuing improvement in economic conditions should be the driver capable of triggering growth in the demand for short-term loans to finance working capital and medium/long-term loans for investments of companies: overall, loans to households and businesses in the industry are expected to grow during 2015. Concurrently, a dampening of the trend in rates of bad loans of companies could trigger a further easing of disbursement conditions on the part of the banking industry, facilitated by significant liquidity provided by the ECB. However, in the short-term, the quality of loans in bank portfolios will not stop deteriorating: the flow of new bad loans, although slightly improved compared to the recent past, will continue to grow for some time. Overall, however, the current and future situations begin to show indications that are more favourable for the banking industry. In the remainder of the year, money management margins are expected to grow, though gradually, due to the slow, but positive, evolution of assets and the recomposition towards less costly components of funding. This expansion will be limited by the drop in unit margins on loans, compressed by increasing competitive tensions on customers with the best standing. This will provide benefits for margins from customers, while the decrease in interest from securities will only result in a slight improvement in the interest margin. The gradual increase in net fee and commission income along with the positive development of the interest margin will ensure growth (though fractional) in net interest and other banking income. Banking profitability will therefore still depend on strict risk management, above all of credit risk and on containing operating costs. With regard to the latter, note the growing burden deriving from the proliferation of banking regulation at European level, an element which is weighing down bank income statements, making organisation and management even more complex. The forecast reduction in adjustments on loans and provisions will contribute to the achievement of a positive - though modest - income statement result and ROE for the banking industry. Based on the results of the first quarter, and believing that the highly anticipated economic recovery could actually take shape, it is reasonable to forecast that operations could continue to report positive income. ______________________________________________________________________________________________________________________________________________ 61 DECLARATION OF THE MANAGER RESPONSIBLE FOR PREPARING THE COMPANY’S FINANCIAL REPORTS The Manager responsible for preparing the Company’s financial reports, Gianpietro Val, hereby states, pursuant to the provisions of the second paragraph of art. 154 bis of the “Consolidated Law on Finance”, that the accounting disclosures contained in this Interim Report on operations as at 31 March 2015 of the Banco Popolare Group match the information reported on the company’s documents, books and accounting records. Verona, 12 May 2015 Signed by Manager responsible for preparing the Company’s financial reports Gianpietro Val