Separate financial statements of UBI Banca Spa as at and for the year ended 31st December 2015 MANAGEMENT REPORT UBI Banca: key figures and performance indicators1 31.12.2015 31.12.2014 31.12.2013 31.12.2012 31.12.2011 31.12.2010 31.12.2009 31.12.2008 Net loans to customers / total assets 30.9% 31.5% 34.1% 30.8% 22.1% 20.5% 19.8% 16.9% Direct funding from customers/total liabilities 61.6% 58.8% 50.6% 42.7% 49.7% 49.1% 33.5% 32.2% Net loans to customers/direct funding from customers 50.2% 53.5% 67.2% 72.1% 44.6% 41.8% 59.0% 52.4% Equity (inclusive of profit/loss for the year) / total liabilities 12.4% 11.5% 12.5% 11.7% 10.7% 14.6% 16.8% 16.7% 1.4% 4.0% 0.8% 2.6% 4.2% 2.7% 3.8% 0.2% STRUCTURAL INDICATORS PROFIT INDICATORS ROE (Profit (loss) for the year/equity including profit (loss) for the year) ROTE (Profit/loss for the year/equity inclusive of profit/loss for the year net of intangible assets) ROA (Profit/loss for the year/ total assets) 1.4% 4.0% 0.8% 2.6% 4.2% 2.9% 4.0% 0.2% 0.17% 0.47% 0.10% 0.30% 0.45% 0.40% 0.64% 0.04% The cost:income ratio (operating expenses/operating income) 59.8% 49.2% 47.9% 48.1% 96.9% 59.5% 39.4% 58.9% Personnel expense/operating income 25.2% 22.3% 21.5% 19.5% 43.7% 28.1% 18.0% 24.8% Dividends/operating income 37.1% 40.2% 34.7% 51.0% 135.2% 64.6% 78.0% 141.3% Net result on financial activities/operating income 41.4% 25.9% 32.7% 37.3% -2.1% 27.8% 17.9% -30.1% 1.46% 1.36% 1.18% 1.01% 0.00% 0.00% 0.00% 0.01% 54.75% 55.08% 60.13% 61.25% 94.94% 94.82% 94.51% 85.44% 5.55% 5.49% 5.54% 2.29% 0.00% 0.00% 0.00% 0.01% Tier 1 ratio (Tier 1 capital after filters and deductions / Risk weighted assets) 35.87% 34.60% 50.36% 56.23% 59.23% 67.64% 67.04% 45.89% Total capital ratio (Total own funds / Risk weighted assets) 42.16% 43.82% 71.22% 84.49% 85.62% 90.42% 95.15% 64.25% 9,725,315 10,509,912 13,707,454 14,194,716 12,972,683 13,713,202 14,285,982 13,655,979 RISK INDICATORS Net bad loans (previously termed “non-performing loans”) / net loans to customers Impairment losses on bad loans (previously termed "non-performing") / gross bad loans (coverage) Net non-performing loans (previously termed "deteriorated" loans) /net loans to customers CAPITAL RATIOS Basel 3 from 31st March 20142 Total own funds (figures in thousands of euro) of which: Tier 1 capital after filters and deductions 8,272,455 8,297,667 9,693,641 9,447,070 8,973,902 10,258,059 10,064,763 9,753,795 23,065,310 23,985,029 19,247,607 16,799,510 15,151,704 15,165,464 15,013,954 21,253,805 Profit (loss) for the year 123,423 (918,437) 71,340 223,496 (2,713,054) 283,720 406,317 23,886 Profit (loss) for the year before redundancy expenses and impairment 132,580 345,452 382,601 304,265 316,723 302,156 452,430 27,444 Profit (loss) for the year normalised 115,930 207,687 137,718 266,742 70,124 195,474 388,152 441,574 Operating income 672,508 687,772 713,096 664,554 262,202 465,070 708,460 640,100 (401,845) (338,670) (341,302) (319,622) (254,048) (276,650) (278,852) (376,816) 21,901,390 23,330,321 25,168,913 22,584,747 15,692,663 14,536,121 12,560,060 10,446,768 319,461 317,590 295,805 227,442 280 277 272 849 Risk weighted assets INCOME STATEMENT, BALANCE SHEET FIGURES (in thousands of euro) STRUCTURAL DATA (numbers) Operating expenses Net loans and advances to customers of which: net bad loans (previously termed non-performing loans) net non-performing loans (previously termed deteriorated loans) Direct funding from customers Equity (inclusive of profit/loss for the year) Intangible assets Total assets Branches in Italy 1,214,834 1,280,777 1,393,606 516,918 280 277 272 849 43,622,826 43,610,938 37,435,005 31,302,960 35,223,005 34,790,516 21,277,596 19,942,079 8,758,946 8,566,696 9,231,816 8,607,721 7,609,829 10,328,266 10,662,230 10,358,682 410 410 410 410 448 542,792 545,893 596,756 70,767,330 74,171,865 73,914,645 73,336,254 70,895,253 70,897,601 63,450,192 61,983,318 4 4 4 3 2 2 2 2 1,730 1,675 1,588 1,412 1,250 1,380 1,405 1,566 1,612 1,579 1,569 1,393 1,212 1,349 1,451 1,509 Total personnel at the end of year (actual employees in service + w orkers on agency leasing contracts) Average total personnel (actual employees in service + w orkers on agency leasing contracts) (*) 1. The indicators have been calculated using the reclassified figures contained in the section “Reclassified financial statements, reclassified income statement net of the most significant non-recurring items and reconciliation schedules”. Information on the share is given in the relative section of this Management Report. The profit indicators for 2011 and 2014 were calculated on profit for the year before redundancy costs and impairment losses. 2. In the absence of any Additional Tier 1 capital for the years 2014 and 2015, the Tier 1 ratio is the same as the Common Equity Tier 1 ratio. The figures as at 31st December 2013 and as at 31st December 2012 were calculated according to AIRB Basel 2 rules and relate to the following ratios respectively: the Tier 1 ratio (Tier 1 capital/risk weighted assets); the Core Tier 1 ratio after specific deductions from the Tier 1 capital (Tier 1 capital net of preference shares and savings or privileged shares held by non-controlling interests/risk weighted assets) and total capital ratio (regulatory capital + Tier 3)/risk weighted assets). For previous periods the figures were calculated according to the Basel 2 standard rules. (*) Part time employees have been calculated within total average staff numbers according to convention on a 50% basis. 2* The organisational structure of UBI Banca Unione di Banche Italiane became a joint stock company on 12th October 20151. Listed on the Milan stock exchange, UBI Banca is the parent of the banking group of the same name, which has a federal, multi-functional organisational model and a product range diversified by market. As the Parent of the Group, it performs the functions of strategic policy-making (formulating the Group business strategy), of supervising business functions (by supporting and coordinating the commercial activities of the network banks and product companies), monitoring risks and providing centralised services (either directly or through subsidiaries). With regard to governance, UBI Banca employs a two tier system, with full respect for the prerogatives and specific characteristics of the two corporate bodies which hold separate responsibilities for supervision and management. *** Changes were made in the second half of 2015 with a view to improving some areas of the organisational structure of UBI Banca, which involved, amongst other things, the first tier in the organisation chart. Changes to organisational units reporting to the Chief Operating Officer and the Chief Business Officer came into operation with effect from 7th October 2015 as follows: • on the one hand, supervision in the commercial area was revised with particular reference to activities arising from continuing developments in digital innovation. Consequently, changes were made both to units and to the perimeters of the Direct Channels and Communication Area with the creation of a new Multichannel Banking Area, which reports directly to the Chief Business Officer; • on the other hand it was decided to ensure greater efficacy and efficiency in communication activities as a whole. With regard to external commercial communication, both conventional and digital, the Communication Service was placed directly on the staff of the Chief Business Officer, partly in view of the across-the-board nature of the activities carried out for all customer segments. As concerns internal communication, on the other hand, the unit responsible, previously located in the Human Resources Area, was placed on the staff of the Chief Operating Officer and at the same time it was renamed as the Company Multichannel Experience Area. The new organisational structure of units under the Chief Risk Officer came into effect from 1st November 2015. The new configuration, considered advisable in view of international best practices and to comply with supervisory provisions, has a new unit to supervise “data governance” activities in order to ensure an efficient process to aggregate these and to manage the reference framework for the production of reports. This unit has been placed directly on the staff of the Chief Risk Officer and has been named Data Risk Management Service. The Risk Governance Service, previously a staff unit, has been reallocated as a line function with the status of an area unit. This action was accompanied by a renaming of all units in the English language in order to bring them into line with the terminology adopted by European supervisory authorities. Finally, on 1st February 2016 the organisation of the Compliance Area at the Parent was revised with the creation of a Compliance Operations Service into which all the activities 1 The transformation from a co-operative company into a joint stock company took place in compliance with the provisions of Decree Law No. 3/2015, converted into Law No. 33/2015 which made it compulsory for “popular” co-operative banks with assets of over €8 billion to comply with the new legal status within 18 months of the Bank of Italy implementation provisions coming into force (the provisions were issued on 9th June and came into force on 27th June 2015). Details of the steps which lead to the transformation are given in the section “Significant events that occurred in 2015” in the consolidated management report, which may be consulted. 3* previously carried out by the Compliance Sector at UBI.S were moved and that sector was discontinued. The new configuration – designed to comply with the update to the “UBI Group compliance risk management policy” and with the revision of the compliance organisational model – complies with supervisory regulations on internal controls which make it compulsory to assign responsibility for IT compliance to the Compliance Function. UBI Banca’s organisation chart is published on the corporate website www.ubibanca.it in the corporate governance section. 4* Organisation Chart of UBI Banca Spa Management and Supervisory bodies AREA Service Function Areas, Services and Staff Functions SUPERVISORY BOARD Operational Co-ordination Companies SUPPORT TO THE SUPERVISORY BOARD CHIEF AUDIT EXECUTIVE MANAGEMENT BOARD PROCESSES AND RISK AUDIT GOVERNANCE AND METHODOLOGIES AUDIT CHIEF EXECUTIVE OFFICER SALES NETWORK AUDIT CHIEF FINANCIAL OFFICER CHIEF OF GENERAL AFFAIRS AND EQUITY INVESTMENTS Risk Governance FINANCIAL, OPERATIONAL AND STRUCTURAL BALANCE RISK CONTROL Tax advice and compliance Financial Reports CHIEF RISK OFFICER CREDIT RISK CONTROL Accounting policies and controls and law 262 INVESTOR AND MEDIA RELATIONS COMPLIANCE MONEY LAUNDERING AND CLAIMS RISK CONTROL CORPORATE AFFAIRS, EQUITY INVESTMENTS AND RELATIONS WITH AUTHORITIES LEGAL AFFAIRS AND LITIGATION STRATEGIC PLANNING, ALM AND STUDIES MANAGEMENT CONTROL ADMINISTRATION AND TAX OBLIGATIONS EXTRAORDINARY OPERATIONS GENERAL MANAGER Customer Care CHIEF LENDING OFFICER Lending policies and loan quality CREDIT CHIEF OPERATING OFFICER CHIEF BUSINESS OFFICER PROBLEM LOANS AND CREDIT RECOVERY RETAIL Distribution models, planning and reporting PRIVATE & CORPORATE MARKETS FINANCE Prevention and safety at work GLOBAL DIRECT CHANNELS AND COMMUNICATION TRANSACTIONS AND OPERATIONS Corporate social responsibility activities come under the direct supervision of the Chief Financial Officer . 5* ORGANISATION HUMAN RESOURCES COST OPTIMISATION UBISS UBI ACADEMY Introduction Specific sections of the consolidated management report may be consulted for information on the following aspects of UBI Banca operations in 2015: - MACROECONOMIC SCENARIO; - EUROPEAN BANKING UNION; - SIGNIFICANT EVENTS THAT OCCURRED DURING THE YEAR; COMMERCIAL ACTIVITY, DIGITAL INNOVATION AND PAYMENT CARDS; RESEARCH & DEVELOPMENT; SOCIAL AND ENVIRONMENTAL RESPONSIBILITY THE INTERNAL CONTROL SYSTEM; TAX ASPECTS. - Human resources As at 31st December Composition of UBI Banca personnel by "work force" 2015 employees on the payroll of UBI Banca Number 31.12.2015 31.12.2014 Change numbered 2,486, down Employees on the payroll of UBI Banca 2,486 2,487 -1 by one compared with a Staff on secondment at other Group companies -1,213 -1,233 -20 year earlier. In detail, of which: at UBI Systems e Services 791 820 -29 51 staff were appointed Staff on secondment from other Group companies 457 421 36 Employees actually in service at UBI Banca 1,730 1,675 55 on permanent contracts Total staff 1,730 1,675 55 and 31 on flexible contracts compared with a total of 83 staff leaving (of which 46 in relation to the redundancy scheme under the Framework Agreement of 26th November 2014, five transfers to other Group companies, three due to the end of flexible contracts and the remainder for other reasons of “natural attrition”). In terms of the staff actually employed by the Parent, at the end of the year the workforce consisted of 1,730 staff, up over twelve months by 55 due primarily to the centralisation at UBI Banca as a service provider of some of IW Bank’s activities (the most important were: administration and tax, credit, anti money-laundering, legal and corporate affairs and compliance) and the expansion of some specialist parts of the “Multichannel Banking” commercial area and of “Banking compliance services”. As shown in the table, at the end of 2015 employees on secondment from UBI Banca at other Group companies had fallen to 1,213, 65.2% of whom were in service at UBI Sistemi e Servizi (791 staff, down by 29 over the year, due primarily to the effect of 21 staff applying for the voluntary redundancy scheme mentioned above). At the same time an increase of 36 was recorded in staff seconded to the Parent from other Group companies, due to the centralisation processes already mentioned. In the fourth quarter employees actually in service grew by 39 (from 1,691 as at 30th September to 1,730 at the end of the year) as a result of 33 appointments, 11 staff leaving and a net increase of 17 staff on secondment at the Parent. 6* In consideration of the Composition of personnel by management level particular operational 31.12.2015 nature of the Parent, the Number composition of staff by Senior managers 139 Middle managers 3rd and 4th level 542 rank continues to show a Middle managers 1st and 2nd level 412 greater percentage of 3rd Professional Area (office staff) 635 higher ranking personnel 1st and 2nd Professional Area (other staff) 2 compared with the Employees actually in service at UBI Banca 1,730 consolidated figure. No substantial changes occurred compared with the end of the 2014. % 31.12.2014 % 8.0% 31.4% 23.8% 36.7% 0.1% 136 532 382 622 3 8.1% 31.8% 22.8% 37.1% 0.2% 100.0% 1,675 100.0% With regard to the provisions of the Framework Agreement of 26th November 2014, 11,176 days of extraordinary leave were granted in 2015, taken on the basis of the workload and organisational requirements of individual units at the Parent (13 thousand days of reduction/suspension of working hours in the 2014). For 2016, approximately 13.500 days of extraordinary leave the will be granted on the basis of the applications received under the 21st November 2015 Agreement. As concerns the transformation of full-time employment contracts into part-time contracts, nine applications were submitted, mainly with effect from February 2016. The agreement also involved the extension of the duration of part-time contracts entered into in 2015. As concerns, on the other hand, the Group Agreement of 23rd December 2015 regarding redundancy applications, voluntary redundancies were agreed for 17 staff currently in service at UBI Banca 1 with access to the sector “Income Support Fund”. They were selected from among those who had made applications for redundancy under the 2014 Framework Agreement and whose applications had then been rejected because they were surplus to the goals set. Further details on the two agreements are given in the section “Significant events occurring in 2015” contained in the Consolidated Management Report. The average age of employees on the UBI Banca payroll in December was 45 years and 10 months (compared with 45 years and 5 months in 2014), while the average length of service was 17 years and 7 months (the comparative figure was 17 years and 3 months). The percentage of female staff was 38.8%, up compared with the end of 2014 (38.2%). *** Details of remuneration and incentive policies are given in the Remuneration Report in another part of this document. It was prepared in accordance with articles 123-ter of the Consolidated Finance Act and 84-quater of the Issuers’ Regulations and also pursuant to “Supervisory Provisions on remuneration and incentive policies and practices for banks and banking groups” issued on 18th November 2014. Further information is given on the matter in the UBI Banca report on corporate governance, again in an attachment to this document. Finally, activities relating to trade union relations, training, internal communication, the workplace and welfare initiatives are co-ordinated at Group level and details are given in the relative sections of the Consolidated Management Report. 1 Voluntary redundancies for staff on the UBI Banca payroll numbered 55. 7* Reclassified financial statements, reclassified income statement net of the most significant non-recurring items and reconciliation schedules Reclassified balance sheet 31.12.2015 31.12.2014 % changes Changes Figures in thousands of euro ASSETS 10. Cash and cash equivalents 20. Financial assets held for trading 138,226 160,330 -22,104 -13.8% 1,088,262 1,544,835 -456,573 -29.6% 30. Financial assets designated at fair value 40. Available-for-sale financial assets 50. Held-to-maturity investments 3,494,547 3,576,951 -82,404 -2.3% 60. Loans and advances to banks 15,489,215 14,055,649 1,433,566 10.2% 70. Loans and advances to customers 21,901,390 23,330,321 -1,428,931 -6.1% 80. Hedging derivatives 592,409 647,972 -55,563 -8.6% 90. Fair value change in hedged financial assets (+/-) 4,637 5,583 -946 -16.9% 9,657,401 9,624,011 33,390 0.3% 615,661 634,178 -18,517 -2.9% 410 410 - - 1,529,553 1,688,730 -159,177 -9.4% 2,032 507 1,525 300.8% 196,034 193,167 2,867 1.5% 15,357,571 18,066,883 -2,709,312 -15.0% 100. Equity investments 110. Property, plant and equipment 120. Intangible assets 130. Tax assets 140. Non-current assets and disposal groups held for sale 150. Other assets 699,982 642,338 57,644 9.0% Tota l a sse ts 70,767,330 74,171,865 -3,404,535 -4.6% 15,845,354 19,140,417 -3,295,063 -17.2% 7,357,586 7,065,270 292,316 4.1% 36,265,240 36,545,668 -280,428 -0.8% LIABILITIES AND EQUITY 10. Due to banks 20. Due to customers 30. Debt securities issued 40. Financial liabilities held for trading 608,600 722,181 -113,581 -15.7% 60. Hedging derivatives 700,871 937,018 -236,147 -25.2% 80. -24.6% Tax liabilities 265,926 352,883 -86,957 100. Other liabilities 881,275 751,071 130,204 17.3% 110. Post-employment benefits 39,975 45,443 -5,468 -12.0% 120. Provisions for risks and charges: 43,557 45,218 -1,661 -3.7% 1,035 1,144 -109 -9.5% 42,522 44,074 -1,552 -3.5% 8,635,523 9,485,133 -849,610 -9.0% 123,423 -918,437 1,041,860 n.s. 70,767,330 74,171,865 -3,404,535 -4.6% a) pension and similar obligations b) other provisions 130.+160. +170.+ 180.+190. 200. Share capital, share premiums, reserves, valuation reserves and treasury shares Profit (loss) for the year Tota l lia bilitie s a nd e quity 8* Reclassified quarterly balance sheets 31.12.2015 30.9.2015 30.6.2015 31.3.2015 31.12.2014 30.9.2014 30.6.2014 31.3.2014 Figures in thousands of euro ASSETS 10. Cash and cash equivalents 20. Financial assets held for trading 138,226 133,039 107,492 112,426 160,330 126,217 122,196 129,992 1,088,262 760,790 1,463,279 1,654,371 1,544,835 1,119,978 2,280,749 4,011,024 30. Financial assets designated at fair value 40. Available-for-sale financial assets 50. Held-to-maturity investments 3,494,547 3,486,873 3,535,692 3,528,010 3,576,951 3,076,556 3,049,841 3,113,263 60. Loans and advances to banks 15,489,215 16,343,837 15,026,560 15,073,014 14,055,649 13,841,245 15,450,016 14,460,750 70. Loans and advances to customers 21,901,390 20,942,260 21,854,404 22,625,687 23,330,321 22,666,345 23,352,148 23,962,361 80. Hedging derivatives 592,409 611,992 544,207 673,536 647,972 609,406 447,010 300,274 90. Fair value change in hedged financial assets (+/-) 4,637 4,707 4,804 5,349 5,583 5,714 5,751 5,606 100. Equity investments 9,657,401 9,656,107 9,625,683 9,624,090 9,624,011 10,576,618 10,625,008 10,708,381 110. Property, plant and equipment 615,661 620,736 624,701 629,089 634,178 638,243 642,485 645,244 120. Intangible assets 410 410 410 410 410 410 410 410 130. Tax assets 1,529,553 1,497,100 1,536,122 1,623,234 1,688,730 1,549,868 1,538,252 1,684,885 140. Non-current assets and disposal groups held for sale 2,032 2,036 2,036 3 507 82,063 82,063 2,329 150. Other assets 699,982 552,551 745,198 639,077 642,338 525,106 721,697 699,446 Total assets 70,767,330 69,575,682 71,576,922 73,791,908 74,171,865 72,591,868 74,506,075 75,199,613 15,845,354 14,675,513 13,199,889 17,798,453 19,140,417 22,953,493 24,223,696 25,086,834 7,357,586 6,357,264 10,254,377 6,598,990 7,065,270 2,180,592 3,423,416 2,658,889 36,265,240 37,356,497 36,831,103 37,080,038 36,545,668 35,242,182 34,662,145 34,489,699 196,034 195,490 197,223 198,365 193,167 193,637 192,408 193,692 15,357,571 14,767,754 16,309,111 17,405,247 18,066,883 17,580,462 15,996,041 15,281,956 LIABILITIES AND EQUITY 10. Due to banks 20. Due to customers 30. Debt securities issued 40. Financial liabilities held for trading 608,600 614,788 754,027 844,803 722,181 675,565 600,017 1,513,524 60. Hedging derivatives 700,871 820,178 736,087 1,163,274 937,018 752,063 573,317 462,440 80. Tax liabilities 265,926 292,254 243,599 448,391 352,883 366,121 290,029 451,208 100. Other liabilities 881,275 550,167 765,959 784,573 751,071 580,445 898,336 705,434 110. Post-employment benefits 39,975 39,275 39,701 43,409 45,443 44,617 43,921 43,545 120. Provisions for risks and charges: 43,557 57,229 56,092 45,666 45,218 45,550 49,554 60,828 a) pension and similar obligations b) other provisions 130.+160. +170.+ 180.+190. 200. Share capital, share premiums, reserves, valuation reserves and treasury shares Profit (loss) for the period Total liabilities and equity 1,035 1,016 1,029 1,135 1,144 1,105 1,114 1,052 42,522 56,213 55,063 44,531 44,074 44,445 48,440 59,776 8,635,523 8,674,932 8,518,872 8,781,902 9,485,133 9,538,886 9,496,994 9,500,185 123,423 137,585 177,216 202,409 -918,437 212,354 244,650 227,027 70,767,330 69,575,682 71,576,922 73,791,908 74,171,865 72,591,868 74,506,075 75,199,613 9* Reclassified income statement Figures in thousands of euro 2015 2014 A B Changes A-B % changes A/B 4th Quarter 2015 C 4th Quarter 2014 D Changes C-D % changes C/D 10.-20. Net interest income (expense) (13,593) 96,444 (110,037) n.s. (7,507) 25,062 (32,569) 70. Dividends and similar income 249,430 276,489 (27,059) (9.8%) 1,573 796 777 97.6% 48,979 24,255 24,724 101.9% 9,967 10,727 (760) (7.1%) 278,605 178,153 100,452 56.4% 161,625 42,443 119,182 280.8% 109,087 112,431 (3,344) (3.0%) 26,725 30,197 (3,472) (11.5%) 40.-50. Net fee and commission income Net income from trading, hedging and disposal/repurchase activities and from 80.+90. +100.+110. assets/liabilities designated at fair value 190. Other net operating income/expense Operating income 150.a Staff costs Other administrative expenses Depreciation, amortisation and net impairment losses on property, plant and 170.+180. equipment and intangible assets 150.b Operating expenses Net operating income 130.a Net impairment losses on loans 130. b+c+d Net impairment losses on other financial assets and liabilities 160. 210.+240. n.s. 672,508 687,772 (15,264) (2.2%) 192,383 109,225 83,158 (169,417) (153,425) 15,992 10.4% (44,866) (36,793) 8,073 76.1% (210,847) (163,615) 47,232 28.9% (90,358) (47,302) 43,056 91.0% 21.9% (21,581) (21,630) (49) (0.2%) (6,351) (5,326) 1,025 19.2% (401,845) (338,670) 63,175 18.7% (141,575) (89,421) 52,154 58.3% 270,663 349,102 (78,439) (22.5%) 50,808 19,804 31,004 (104,166) (116,738) (12,572) (10.8%) (28,278) (32,699) (4,421) (13.5%) 156.6% 170.5% (15,847) (4,813) 11,034 229.3% (8,282) (3,062) 5,220 Net provisions for risks and charges 6,955 (311) 7,266 n.s. 21,825 (1,301) 23,126 n.s. Profits from the disposal of equity investments 1,594 133,676 (132,082) (98.8%) 1,340 134,153 (132,813) (99.0%) 250. Pre-tax profit (loss) from continuing operations 159,199 360,916 (201,717) (55.9%) 37,413 116,895 (79,482) (68.0%) 260. Taxes on income for the period/year from continuing operations (26,619) (15,464) 11,155 72.1% (42,710) 16,203 (58,913) n.s. Profit (loss) for the period/year before redundancies expenses and impairment losses/reversals on Group equity investments 132,580 345,452 (212,872) 150.a Redundancy expenses net of taxes 210. Net impairment losses on Group equity investments net of taxes 290. Profit (loss) for the period/year (61.6%) (5,297) 133,098 (138,395) n.s. (11,995) (2,838) (23.7%) (8,865) (11,995) (3,130) (26.1%) - (1,251,894) (1,251,894) (100.0%) - (1,251,894) (1,251,894) (100.0%) 123,423 (918,437) n.s. (14,162) (1,130,791) (1,116,629) (98.7%) (9,157) 10* 1,041,860 Quarterly reclassified income statements 2015 Figures in thousands of euro 4th Quarter 3rd Quarter 2014 2nd Quarter 1st Quarter 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter 10.-20. Net interest income (expense) (7,507) (13,178) (3,211) 10,303 25,062 30,058 16,386 24,938 70. Dividends and similar income 1,573 3,451 14,035 230,371 796 375 38,760 236,558 Net fee and commission income 9,967 12,665 13,507 12,840 10,727 9,636 3,491 401 40.-50. 80.+90. Net income from trading, hedging and disposal/repurchase activities and from +100.+110. assets/liabilities designated at fair value 190. 150.a Other net operating income/expense 51,072 42,443 8,520 69,470 57,720 27,108 27,441 30,197 28,626 25,944 27,664 192,383 51,249 96,849 332,027 109,225 77,215 154,051 347,281 (44,866) (39,861) (42,158) (42,532) (36,793) (40,211) (38,660) (37,761) (90,358) (36,738) (44,531) (39,220) (47,302) (36,920) (40,699) (38,694) (6,351) (5,040) (5,073) (5,117) (5,326) (5,314) (5,458) (5,532) (141,575) (81,639) (91,762) (86,869) (89,421) (82,445) (84,817) (81,987) Operating expenses Net operating income 160. 45,410 27,813 Staff costs Other administrative expenses Depreciation, amortisation and net impairment losses on property, plant and 170.+180. equipment and intangible assets 130.b+c+d 20,498 26,725 Operating income 150.b 130.a 161,625 50,808 (30,390) 5,087 245,158 19,804 (5,230) 69,234 265,294 (28,278) (19,641) (28,418) (27,829) (32,699) (31,172) (27,221) (25,646) Net impairment losses on other financial assets and liabilities (8,282) (3,565) (1,535) (2,465) (3,062) (374) (2,263) 886 Net provisions for risks and charges 21,825 (2,325) (12,601) 56 (1,301) 124 1,868 (1,002) 1,340 256 12 (14) 134,153 103 334 (914) Net impairment losses on loans 210.+240. Profits from the disposal of equity investments 250. Pre-tax profit (loss) from continuing operations 260. Taxes on income for the period from continuing operations 37,413 (55,665) (37,455) 214,906 116,895 (36,549) 41,952 238,618 (42,710) 16,034 12,262 (12,205) 16,203 4,253 (24,329) (11,591) Profit (loss) for the period before redundancies expenses and impairment losses/reversals on Group equity investments (5,297) (39,631) (25,193) 202,701 133,098 (32,296) 17,623 227,027 150.a Redundancy expenses net of taxes (8,865) - - (292) (11,995) - - - 210. Net impairment losses on Group equity investments net of taxes - - - - (1,251,894) - - - 290. Profit (loss) for the period (14,162) (39,631) (25,193) 202,409 (1,130,791) (32,296) 17,623 227,027 11* Reclassified income statement net of the most significant non-recurring items 2015 net of nonrecurring items 2014 net of nonrecurring items Changes % changes Figures in thousands of euro Net interest income (expense) (13,593) 96,444 (110,037) n.s. Dividends and similar income 249,430 276,489 (27,059) (9.8%) 24,724 101.9% Net fee and commission income 48,979 24,255 Net income from trading, hedging and disposal/repurchase activities and from assets/liabilities designated at fair value 196,409 168,243 28,166 16.7% Other net operating income/expense 109,087 112,431 (3,344) (3.0%) Operating income 590,312 677,862 (87,550) (12.9%) Staff costs (169,417) (153,425) 15,992 10.4% Other administrative expenses Depreciation, amortisation and net impairment losses on property, plant and equipment and intangible assets (179,405) (163,615) 15,790 9.7% (20,218) (21,630) (1,412) (6.5%) Operating expenses (369,040) (338,670) 30,370 9.0% Net operating income 221,272 339,192 (117,920) (34.8%) (104,166) (116,738) (12,572) (10.8%) Net impairment losses on other financial assets and liabilities (291) (1,818) (1,527) (84.0%) Net provisions for risks and charges 6,955 (311) 7,266 n.s. Profits from the disposal of equity investments 1,594 381 1,213 318.4% 125,364 220,706 (95,342) (43.2%) (9,434) (13,019) (3,585) (27.5%) 115,930 207,687 (91,757) (44.2%) Net impairment losses on loans Pre-tax profit from continuing operations Taxes on income for the year from continuing operations Profit for the year 12* Reclassified income statement net of the most significant non-recurring items: details Non-recurring items Impairment losses on equity instruments, bonds and units of UCITS (AFS) 2015 Figures in thousands of euro Non-recurring items Redundancy expenses Impairment (pursuant to Profit from the Extraordinary losses on trade union partial contribution to property, Conclusion agreements disposal of the the of tax plant and of 4th investment Resolution litigation equipment February ICBPI Spa Fund (owned 2015 and properties) 23rd December 2015 net of nonrecurring items 2014 Impairment Profit on the losses and Profit from 2014 Adjustment to Redundancy disposal of equity recoveries in the Impairment net of nonthe disposal expenses (purs. investmentsAviva value on disposal losses on recurring price of BDG to Framework Vita, Aviva shares, of the Group equity items Sa Agreement 26th Assicurazioni Vita bonds and interest in investments (Switzerland) November 2014) and UBI units in SIA Spa Assicurazioni UCITS (AFS) Net interest income (expense) (13,593) (13,593) 96,444 0 0 0 0 0 0 96,444 Dividends and similar income 249,430 249,430 276,489 0 0 0 0 0 0 276,489 48,979 48,979 24,255 0 0 0 0 0 0 24,255 Net fee and commission income Net income from trading, hedging and disposal/repurchase activities and from assets/liabilities designated at fair value 278,605 Other net operating income/expense 109,087 Operating income 672,508 Staff costs (169,417) Other administrative expenses (210,847) Depreciation, amortisation and net impairment losses on property, plant and equipment and intangible assets Operating expenses Net operating income Net impairment losses on loans Net impairment losses on other financial assets and liabilities (82,196) - - (82,196) - - - 31,442 (21,581) 1,363 (401,845) - - - 31,442 1,363 - 270,663 - - (82,196) 31,442 1,363 - (104,166) (15,847) 15,556 196,409 178,153 0 0 0 (9,910) 0 0 168,243 109,087 112,431 0 0 0 0 0 0 112,431 590,312 687,772 - - - (9,910) - - 677,862 (169,417) (153,425) 0 0 0 0 0 0 (153,425) (179,405) (163,615) 0 0 0 0 0 0 (163,615) (20,218) (21,630) 0 0 0 0 0 0 (21,630) (369,040) (338,670) - - - - - - (338,670) 221,272 349,102 - - - (9,910) - - 339,192 (104,166) (116,738) 0 0 0 0 0 0 (116,738) (291) (4,813) 2,995 0 0 0 0 0 (1,818) Net provisions for risks and charges 6,955 6,955 (311) 0 0 0 0 0 0 (311) Profits from the disposal of equity investments 1,594 1,594 133,676 0 891 0 0 (134,186) 0 381 Pre-tax profit from continuing operations 159,199 15,556 Taxes on income for the year from continuing operations (26,619) (4,175) Profit for the year before redundancy expenses 132,580 11,381 Redundancy expenses net of taxes Impairment losses on Group equity investments net of taxes Profit (loss) for the year (9,157) - - (82,196) 31,442 1,363 - 125,364 360,916 2,995 891 - (9,910) (134,186) - 220,706 6,406 (10,223) (451) 25,628 (9,434) (15,464) (88) 0 0 688 1,845 0 (13,019) (75,790) 21,219 912 25,628 115,930 345,452 2,907 891 - (9,222) (132,341) - 207,687 - (11,995) 0 - 11,995 - - - - - (1,251,894) - - - - 0 1,251,894 - 115,930 (918,437) 2,907 891 11,995 (9,222) (132,341) 1,251,894 207,687 9,157 123,423 11,381 9,157 (75,790) 21,219 912 13* 25,628 Reconciliation for the year ended 31st December 2015 Reclassifications RECLASSIFIED INCOME STATEMENT 2015 Separate mandatory financial statement Item s Figures in thousands of euro 2015 Depreciation Redundancy for leasehold expenses improvements Tax recoveries Reclassified financial statement 10.-20. Net interest income (expense) (13,593) (13,593) 70. Dividends and similar income 249,430 249,430 48,979 48,979 40.-50. Net fee and commission income 80.+90.+ Net income from trading, hedging and disposal/repurchase 100.+110. activities and from assets/liabilities designated at fair value 190. 278,605 Other net operating income/expense Operating income 150.a Staff costs 278,605 117,590 (8,630) 127 681,011 (8,630) 127 109,087 (183,099) Other administrative expenses Depreciation, amortisation and net impairment losses on 170.+180. property, plant and equipment and intangible assets (219,477) 150.b (210,847) Net impairment losses on loans 130. b+c+d Net impairment losses on other financial assets and liabilities (127) (21,581) (424,030) 8,630 (127) 13,682 256,981 - - 13,682 Net operating income 130.a 672,508 (169,417) 8,630 (21,454) Operating expenses 13,682 (401,845) 270,663 (104,166) (104,166) (15,847) (15,847) Net provisions for risks and charges 6,955 6,955 210.+240. Profits from the disposal of equity investments 1,594 160. 250. Pre-tax profit from continuing operations 145,517 260. Taxes on income for the year from continuing operations (22,094) Profit for the year before redundancy expenses 123,423 150.a Redundancy expenses net of taxes 290. Profit for the year 1,594 - - - - 123,423 - 13,682 159,199 (4,525) (26,619) 9,157 132,580 (9,157) (9,157) - 123,423 - Reconciliation schedule for the year ended 31st December 2014 RECLASSIFIED INCOME STATEMENT Ite ms Figures in thousands of euro 10.-20. 70. 40.-50. Net interest income Dividends and similar income Net fee and commission income 80.+90.+ Net income from trading, hedging and disposal/repurchase 100.+110. activities and from assets/liabilities designated at fair value 190. Other net operating income/expense Operating income 150.a Staff costs Other administrative expenses Depreciation, amortisation and net impairment losses on property, 170.+180. plant and equipm ent and intangible assets 150.b Operating expenses Net operating income 130.a Net impairment losses on loans 130. b+c+d Net impairment losses on other financial assets and liabilities 160. Net provisions for risks and charges 210.+240. Profits (losses) from the disposal of equity investments 250. Pre-tax profit (loss) from continuing operations 260. Taxes on income for the year from continuing operations Profit (loss) for the year before redundancy expenses and impairment losses on Group equity investments 150.a Redundancy expenses net of taxes 210. Impairment losses on Group equity investments net of taxes 290. Loss for the year Reclassifications 2014 2014 Impairment Separate m andatory financial statem ent Depreciation losses on Redundancy for leasehold Group equity expenses improvements Tax recoveries investments Reclassified financial statem ent 96,444 96,444 276,489 276,489 24,255 24,255 178,153 178,153 120,159 (7,855) 127 695,500 (7,855) 127 112,431 - (169,970) (171,470) - 687,772 16,545 (153,425) 7,855 (21,503) (163,615) (127) (21,630) (362,943) 7,855 (127) - 16,545 332,557 - - - 16,545 (338,670) 349,102 (116,738) (116,738) (4,813) (4,813) (311) (311) (1,122,065) (911,370) 1,255,741 - - (7,067) (918,437) - - 1,255,741 16,545 360,916 (3,847) (4,550) (15,464) 1,251,894 (918,437) 14* 133,676 11,995 345,452 (11,995) (11,995) (1,251,894) - - - (1,251,894) - (918,437) Notes to the financial statements The mandatory financial statements have been prepared on the basis of Bank of Italy Circular No. 262 of 22nd December 2005 and subsequent updates. Therefore, for the purposes of the preparation of these financial statements, the provisions of the fourth update of that document issued on 15th December 2015 have been observed. The following rules are applied to the reclassified financial statements to allow a vision that is more consistent with a management accounting style: - the tax recoveries recognised within item 190 of the mandatory income statement (other net operating income) are reclassified as a reduction in indirect taxes included within other administrative expenses; - the item net impairment losses on property, plant and equipment and intangible assets includes items 170 and 180 in the mandatory financial statements and the instalments relating to the depreciation of costs incurred for improvements to leased assets classified within item 190; - expenses for redundancy schemes (net of taxes) partially include item 150a in the mandatory financial statements; net impairment losses on Group equity investments (net of taxes), present in the fourth quarter of 2014, include almost all of item 210 in the mandatory financial statements. The reconciliation of the items in the reclassified financial statements with the figures in the mandatory financial statements has been facilitated, on the one hand, with the insertion in the margin against each item of the corresponding number of the item in the mandatory financial statements with which it is reconciled and, on the other hand, with the preparation of special reconciliation schedules. The comments on the performance of the main balance sheet and income statement items are made on the basis of the reclassified financial statements and of the reclassified financial statements for the comparative periods, and the tables providing details included in the subsequent sections of this financial report have also been prepared on that same basis. In order to facilitate analysis of UBI Banca’s operating performance and in compliance with Consob Communication No. DEM/6064293 of 28th July 2006, two special schedules have been included, the first a brief summary (which provides a comparison of the normalised results for the period) and the second more detailed, which shows the impact on earnings of the principal non-recurring events and items – since the relative effects on capital and cash flow, being closely linked, are not significant – which are summarised as follows: Full year 2015: - impairment losses on equity instruments, bonds and units of UCITS (AFS) redundancy expenses charged in relation to trade union agreements of 4th February 2015 and 23rd December 2015; - profit from the partial disposal of the investment in Istituto Centrale delle Banche Popolari Italiane; - extraordinary contribution to the Resolution Fund; - impairment losses on property, plant and equipment (owned properties); - settlement of tax litigation. - Full year 2014: - impairment losses and recoveries in value on shares, bonds and units in UCITS (AFS): - adjustment to the price of the sale of Banque de Dépôts et de Gestion Sa (Switzerland); - redundancy scheme expenses (purs. to Framework Agreement 26th November 2014) - profit on the disposal of the investment in SIA Spa; - profit on the disposal of interests held in Aviva Vita, Aviva Assicurazioni Vita and UBI Assicurazioni; - net impairment losses on Group equity investments (BBS, Carime, BPA, BRE, UBI Banca International and UBI Leasing). 15* The income statement The income statement figures commented on are based on the reclassified financial statements (the income statement, the quarterly income statements and the income statement net of the principal non-recurring items – in brief and detailed versions) contained in another section of this report and the tables furnishing details presented below are also based on those statements. The notes that follow those reclassified financial statements may be consulted as may the reconciliation schedules for a description of the reclassification. Furthermore, the commentary examines both changes that occurred over twelve months (2015 compared with the year before) and those occurring in the last quarter of the year (this, which is highlighted with a slightly different background colour, is compared with the previous quarter). UBI Banca ended the year with a net profit of €123.4 million1, affected by a modest fall in revenues (-€15.3 million), with less need for provisions, but above all by growth in operating expenses as a result of the progressive entry into force of European supervisory provisions, together with the intervention that the banking sector was called upon to make with the payment of extraordinary contributions. A loss of €918.4 million1 was incurred in 2014, arising from the recognition of impairment on equity investments held in Group banks (€1,252 million) as part of periodic impairment tests on items on the accounts. The quarterly performance recorded a net loss of €14.2 million, affected by tax charges resulting from the settlement of litigation proceedings with the tax authorities, despite the profit on ordinary activities, which was up 157% on the fourth quarter of 2014 that had recorded a loss of €1,130.8 million, as a result of the impacts of the impairment test. In quarterly terms, the result for the last three months of the year compares with a loss of €39.6 million recorded in the third quarter of 2015, which incorporated weak revenues due to the reduced contribution from finance activities and greater net interest income expense. Over the full year, operating income – a measure of core banking operations2 – amounted to €672.5 million, compared with €687.8 million in the comparative year due to the reasons given later in this section. Dividends received totalled €249.4 million, provided almost totally by investments in Group companies, €188.3 million of which came from the network banks and €39.4 million from the product companies. The reduction compared with the comparative year (-€27.1 million) is the result of network bank performance (-€21.2 million, due to the presence in 2014 of both an extraordinary distribution made by BRE and the distribution of a dividend by Banca Carime, not distributed insurance business in 2015), performance (-€21.9 million, following, amongst other things, the full/partial disposal in December 2014 of investments which had distributed substantial amounts), and also Dividends and similar income 2015 Figures in thousands of euro Banca Popolare di Bergamo Spa Banca Regionale Europea Spa 2014 133,512 10,704 129,109 36,111 28,221 28,199 - 25,800 20,053 11,180 Banca Popolare di Ancona Spa UBI Banca Private Investment Spa 7,467 5,492 4,146 3,837 Banco di Brescia Spa Lombarda Vita Spa 8,411 8,598 3,151 14,083 UBI Factor Spa Other equity investments (item 100) 5,722 4,221 20,831 Dividends received from item 100 equity investments Dividends received from item 40 AFS Dividends received from item 20 for trading and item 30 fair value options 240,547 5,829 268,301 5,985 3,054 2,203 Total 249,430 276,489 Banca Popolare Commercio e Industria Spa UBI Pramerica SGR Spa Banca Carime 1 Non-recurring items were recognised in both 2015 and the previous year. They recorded a positive balance of €7.5 million in 2015 (from the partial disposal of the interest held in ICBPI, offset by extraordinary contributions to the Resolution Fund, the settlement of tax litigation, write-downs of financial instruments and redundancy expenses). The balance for 2014 was negative by €1,126 million (due to the impacts of impairment losses on Group investments, which were only marginally offset by profits on the disposal of investments). Net of those items the results of the year came to €115.9 million compared with €207.7 million in 2014. 2 It is important to consider the role played by UBI Banca as a holding company. On the one hand it manages the cash flows of all Group banks and companies for which it operates to guarantee the necessary funding and to enable them to invest surplus liquidity accumulated, and on the other hand it acts as the single manager of the portfolio of financial assets. In consideration of its role as coordinator and policymaker, as a consequence of the organisational configuration of the Group, UBI Banca holds investments in all the main consolidated companies and the profits that they distribute constitute its main source of income. This role has been progressively accompanied by commercial activity in recent years: specialist lending resulting from the former Centrobanca business, as a credit card issuer and as the manager of the residual non-captive mortgages and personal loans from former B@nca 24-7 operations. 16* performance by other Group investments (-€0.2 million), while an increase was recorded by the product companies (+€15.5 million the result of improved results by UBI Pramerica SGR and UBI Factor). Dividends received from shares held in portfolio grew marginally to €8.9 million. The comparative figure included €3.1 million distributed by the company SIA Spa (disposed of in the fourth quarter of 2014). Net trading income Incom e from trading (B) Gains (A) Figures in thousands of euro 1. Financial assets held for trading 1.1 Debt ins trum ents 1.2 Equity ins trum ents Net income 2015 Los s es from trading (D) Los s es (C) 2014 [(A+B)-(C+D)] 381 278 95 22,101 13,049 239 (2,336) (1,286) (997) (3,787) (2,158) (5) 16,359 9,883 (668) 28,611 27,872 327 8 - 11 - (53) - - (34) - 16 - 1.5 Other 2. Financial liabilities held for trading 2.1 Debt ins trum ents - 8,802 1,473 1,473 - (1,624) (1,543) (1,543) 7,178 (70) (70) 396 9,657 9,657 2.2 Payables 2.3 Other 3. Other financial liabilities: exchange rate differences 4. Derivative instruments 4.1 Financial derivatives - - - - X 161,550 161,550 X 243,183 243,183 X (174,920) (174,920) X (224,433) (224,433) 433 9,180 9,180 770 (5,368) (4,825) 157,239 432 229,410 3,695 (171,037) (4) (213,745) (623) 1,867 3,500 (5,352) (1,095) 1.3 Units in UCITS 1.4 Financing - on deb t instruments and interest rates - on equity instruments and share indices - on currencies and gold 3,879 10,078 (3,879) (10,065) 3,800 13 1,628 (6) 161,931 266,757 (177,256) (229,763) 25,902 (543) 33,670 X - other 4.2 Credit derivatives Total X X X Net hedging income (loss) 2015 Figures in thousands of euro Net hedging income (loss) 2014 11,078 (8,069) Profit from disposal or repurchase Profits Figures in thousands of euro Financial assets 1. Loans and advances to banks 2. Loans and advances to cus tom ers 3. Available-for-s ale financial as s ets 3.1 Debt instruments 3.2 Equity instruments 3.3 Units in UCITS 3.4 Financing 4. Held-to-m aturity inves tm ents Total assets Financial liabilities 1. Due to banks 2. Due to cus tom ers 3. Debt s ecurities is s ued Total liabilities Total Net profit 2015 Los s es 2014 3,914 257,701 (8,164) (599) (4,250) 257,102 (9,324) 166,743 168,620 82,196 (575) (7) 168,045 82,189 137,182 9,839 6,885 (17) 6,868 19,722 - - - - 261,615 (8,763) 252,852 157,419 - - - - 164 164 261,779 (15,747) (15,747) (24,510) (15,583) (15,583) 237,269 (7,940) (7,940) 149,479 Net profit on financial assets and liabilities designated at fair value 2015 Figures in thousands of euro Net profit on financial assets and liabilities designated at fair value Net income from trading, hedging and disposal/repurchase activities and from assets/liabilities designated at fair value 2014 4,356 3,073 278,605 178,153 The net result for financial activity rose to €278.6 million, an increase of over €100 million compared with 2014, the result, amongst other things, of a non-recurring item, a profit (€82.2 million) on the partial disposal of the investment held in Istituto Centrale delle Banche Popolari Italiane (see the section “Significant events that occurred in 2015” in the Consolidated Management Report). The composition of the item by individual portfolio and type of business is as follows: 17* 25.9 million (€33.7 million in 2014) was earned from trading composed as follows: +€9.8 million from debt instruments (related almost entirely to profits/losses from trading), +€2.8 million from equity instruments and above all from closing the relative derivatives contracts (almost all listed on regulated markets and with equity indices as the underlying), +€11.4 million from business in foreign currency 3 ; +€1.9 million from derivatives on debt instruments and interest rates (profits, gains and accruals). The latter relate to fair value movements in the derivatives themselves (at the same time as medium to long-term swap rates rose and as swap rates on shorter maturities fell) and to differentials accrued; €11.1 million (-€8.1 million4) from hedging, – consisting of changes in the fair value of the derivatives and the relative items hedged – relating primarily to the impacts of fair value changes in derivatives on AFS securities (as the long-term swap rate curve rose in the second quarter) and also due to fair value movements in bonds, which benefited from the fall in the swap curve on shorter maturities in the fourth quarter; €237.3 million (€149.5 million in 2014 5 ) from the disposal/repurchase of financial assets/liabilities, of which +€82.2 million from the partial sale of the investment held in ICBPI (non-recurring), +€165.2 million from the sale of Italian government securities, +€2.8 million from bonds (mainly issued by banks), +€6.9 million from the disposal of units in UCITS (ETFs which aim to replicate the performance of the EURO STOXX® 50 Index), -€4.2 million from the disposal of bad loans (previously termed “non-performing loans”) and -15.6 million from the repurchase of outstanding securities as part of normal direct business with customers in a context of bond prices above par; €4.3 million (compared with €3.1 million before) from fair value movements in investments in Tages Funds and in the private equity investments of the former Centrobanca. The performance of the item also incorporated the exchange rate effect from a residual position in hedge funds, while the fair value of these had a modest negative impact (-€0.2 million). Other operating income and expense Other net operating income came to €109.1 million (-€3.3 million 2015 2014 compared with the previous year), the Figures in thousands of euro result of performance by prior year Other operating income 112,437 116,934 Recovery of expenses and other income on current accounts 2 2 income and expense. 9,187 10,136 Items of income were largely Recovery of other expenses Recoveries of taxes 8,630 7,855 unchanged. Expense recoveries fell Rents and other income for property management 33,228 33,456 slightly and rental income from Income for services to Group member companies 65,334 64,797 4,686 8,543 property management remained Other income and prior year income Reclassification of "tax recoveries" (8,630) (7,855) stable, while prior year income (3,350) (4,503) operating expenses practically halved (-€3.9 million Other Depreciation of leasehold improvements (127) (127) mainly due to a penalty incurred as a Costs relating to finance lease contracts (3,350) (4,503) consequence of the early repayment of Other expenses and prior year expense a loan in the fourth quarter of 2014). Depreciation on improved leaseholds for rented assets 127 127 Prior year expenses also fell, although Total 109,087 112,431 to a lesser extent (-€1.2 million), due to the disappearance of an item present in 2014 relating to reimbursements paid to Prestitalia customers (€2.4 million). “Income for services rendered to Group companies,” – the largest component – rose to €65.3 million (+€0.5 million), in relation to the completion of the centralisation at the Parent of the management and monitoring of network bank restructured counterparties that started in April 2014, even though some services reduced, and those connected with auditing in particular (e.g. fewer days charged to Group companies for inspection activities), as well as due to the disposal of a company in January 2015. 3 Since no speculative trading is carried out, the amounts shown in the table under line items 1.5, 3 and 4.1 must be interpreted jointly, because they relate to the results of spot and forward currency trading carried out by the Parent on its own behalf or for customers, balanced operationally on the market. The large fluctuations that occurred during the year and therefore the increase in business with customers explain the increase in the result. 4 The amount originated mainly from fair value changes in derivatives on AFS securities, only partly offset by derivatives on bond issues. 5 This was composed as follows: +€137.2 million from debt instruments (of which +€128.9 million from the sale of Italian government securities); +€9.8 million from the disposal of equity instruments (of which €9.9 million from the sale of SIA Spa, non-recurring); +€19.7 million from the disposal of UCITS units (ETFs); -€9.3 million from the disposal of non-performing positions (previously termed deteriorated positions) (concentrated mainly in the fourth quarter); also -€7.9 million on the repurchase of debt securities in issue. 18* Net interest income6 became negative falling from +€96.4 million in 2014 to the current net expense of -€13.6 million, mainly incorporating the impacts (never experienced before) of the change in the structure of interest rates in the two periods7. In detail8: the securities portfolio generated €285.2 million (€410.9 million in 2014), in the presence of investments in debt securities which reduced in the twelve months by over €3 billion. The smaller contribution from the AFS portfolio (€366.5 million compared with €408.7 million before) was accompanied by reductions in the contribution from both the held-to-maturity portfolio (€45.8 million compared with €97.7 million before, in relation to lower returns on the reinvestments made at the end of 2014) and the trading portfolio (€2.6 million compared with €22.3 million, after the progressive disposals made in the first three quarters of the year). This business also incorporated the costs of uncovered short positions (down from €16 million to €2.2 million) and of partial hedges on fixed-rate bonds (the differentials paid on derivatives were up from €101.9 million to €127.5 million); Interest and similar income: composition Debt instrum ents Figures in thousands of euro 1. Financial ass ets held for trading 2. Available-for-s ale financial assets 3. Held-to-m aturity inves tm ents 4. Loans and advances to banks 5. Loans and advances to custom ers 6. Financial ass ets designated at fair value 7. Hedging derivatives 8. Other ass ets Total Other transactions Financing 2015 2014 2,638 366,506 45,809 - - 2,638 366,506 45,809 22,305 408,737 97,731 70,469 2,726 X X 14,830 327,629 X X 43,968 151 85,299 330,355 43,968 86,120 464,189 43,234 151 155 488,148 342,459 44,119 874,726 1,122,471 Interest and similar expense: composition Borrowings Securities Other liabilities 2015 2014 Figures in thousands of euro 1. Due to central banks 2. Due to banks 3. Due to cus tom ers 4. Debt securities iss ued (7,110) (37,448) (11,853) X 5. Financial liabilities held for trading 6. Financial liabilities designated at fair value 7. Other liabilities and provisions 8. Hedging derivatives (2,199) X X Total (58,610) X X (829,393) - (7,110) (37,448) (11,853) (829,393) (19,846) (78,973) (20,143) (890,745) X X (829,393) (316) (316) (2,199) (316) (888,319) (15,959) (361) (1,026,027) (13,593) 96,444 Net interest income (expense) business on the interbank market, focused mainly on intragroup activities, generated a positive balance of €40.7 million (a negative balance of €12.7 million in 2014). This performance is explained both by (i) a fall in funding from banks (down €3.3 billion over twelve months, of which €2.2 billion relating to ECB funds repaid, net of new allotments), against lower growth in lending (+€1.4 billion), and by (ii) the drastic reduction in the interest rate applied to principal refinancing operations down from 0.25% at the beginning of 2014 to the current 0.05%; business with customers generated interest expense of €339.4 million, (-€301.5 million in 2014), due to a reduction in interest income from financing (-€133.8 million, partly the result 6 Net interest income includes the financial expense that UBI Banca incurs against investments in Group subsidiaries, while the related financial income is driven by the item dividends. 7 The one-month Euribor rate has been negative since March 2015, therefore the average over the twelve months of 2015 was -0.071%, compared with +0.135% in 2014. 8 The calculation of net balances was performed by allocating interest income and expense on hedging derivatives within the different areas of business (financial, with banks, with customers). The commentary given here reports the contribution to net interest income by area of business, although it must be considered that the Parent’s operations continue to involve movements across different business areas (e.g. funding from customers or from the network banks used for loans to the product companies). 19* of a year-on-year decrease of €1.4 billion in the portfolio) and despite a fall in the cost of funding (-€61.4 million for funding from securities and -€8.3 million for demand deposits), while the relative total assets remained unchanged. Moreover, the net balance benefited from the differentials received on hedges on bonds (€171.5 million, compared with €145.2 million in the comparative twelve months). Net fee and commission income almost doubled to €49 million, an improvement of €24.7 million, the result of growth in income components (+€9.9 million) and a reduction at the same time in the expense (-€14.8 million). Fee and commission income included increases not only in investment advisory services (+€1.6 million), but above all in “other services” (+€7.2 million), which comprise returns on financing (totalling €27.4 million net, an improvement of over €6 million) and on credit cards (€15 million net, largely unchanged). Expenses, on the other hand, saw increases in trading in financial instruments (+€2.4 million, paid to institutional intermediaries for business in listed derivatives and securities on various markets) and in other services (+€0.7 million consisting mainly of commissions paid to network banks for the origination of financing that forms part of the former Centrobanca business and commissions paid to a major interbank credit card network). This growth was amply offset by the benefit received from the early redemption on 7th March and 7th August 2014 of government backed bonds, the cost of which – recognised within guarantees received – had been €18.4 million in 2014. Fee and commission income: composition Figures in thousands of euro a) guarantees granted c) management, trading and advisory services: Fee and commission expense: composition 2015 2014 Figures in thousands of euro 2015 2014 7,572 18,607 8,360 17,665 a) guarantees received c) management and trading services: (392) (26,183) (18,845) (24,625) 1. trading in financial instruments 2. foreign exchange trading 3. portfolio management 9,342 229 - 9,667 961 - 1. trading in financial instruments 2. foreign exchange trading 3. portfolio management (4,907) (1) - (2,537) (5) - 4. custody and administration of securities 5. depository banking 1,198 - 999 - (2,020) - (1,411) - 6. placement of securities 7. receipt and transmission of orders 8. advisory activities 620 (1) 5,935 524 (1) 4,361 (19,255) (3,279) (14,579) (20,672) (2,958) (12,791) 8.1 on investments 9. distribution of third party services 9.2. insurance products 5,935 1,284 301 4,361 1,154 426 (44,433) (59,219) 9.3. other products d) collection and payment services 983 18,925 728 18,107 i) current account administration j) other services 21 48,287 22 39,320 93,412 83,474 48,979 24,255 Total 4. custody and administration of securities 5. placement of financial instruments 6. financial instruments, products and services distributed through indirect networks d) collection and payment services e) other services Total Net fee and commission income From a quarter-on-quarter viewpoint operating income of €192.4 million (€109.2 million in the same three months of 2014) increased compared with €51.2 million recorded in the third quarter, explained mainly by the profits realised on the disposal of AFS securities. In detail: dividends received in the October-December period fell to €1.6 million and came mainly from a private equity investment (the €3.4 million received in the July-September period related, on the other hand, to funds held in the AFS portfolio, €3.2 million of which came from a Luxembourg UCITS); financial activities rose to €161.6 million, having benefited by €82.2 million from a nonrecurring item related to the partial disposal of ICBPI and by €85.6 million from the profit realised from the sale of Italian government securities. In the last months of the year trading generated a loss of €3.2 million (originating primarily from derivatives on debt securities and interest rates, partly as a result of “unwinding” phenomena amounting to €6.3 million in the period), which was more than offset by hedging and fair value movements in FVO assets held in portfolio. The total result in the third quarter came to €20.5 million, the aggregate result of disposals of Italian government securities amounting to €23.6 million and of profits on trading of €4.2 million, which were held down by fair value movements in FVO assets, by the repurchase of own financial liabilities and by the disposal of former Centrobanca bad loans (previously termed non-performing loans); 20* Quarterly performance by financial activities Figures in thousands of euro 2015 2014 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter Net trading incom e (los s ) (3,247) Net hedging incom e (los s ) Financial assets Financial liab ilities 4,202 5,781 19,166 (1,406) (1,326) 9,777 26,625 3,893 828 8,927 (2,570) (4,123) (471) (1,827) (1,648) 165,496 20,017 33,834 33,505 49,195 10,609 64,194 33,421 (5,062) (2,816) (3,434) (4,271) (3,104) (1,756) (1,803) (1,277) 160,434 17,201 30,400 29,234 46,091 8,853 62,391 32,144 Net incom e (los s ) on financial as s ets and liabilities des ignated at fair value 545 (1,733) 302 5,242 1,881 1,464 (871) 599 Net income 161,625 20,498 45,410 51,072 42,443 8,520 69,470 57,720 Profit from dis pos al or repurchas e other operating expenses and income fell to €26.7 million from €27.8 million in the previous three months, which reflects the varied and non-structural nature of the items of which prior year income and expense are composed; Quarterly net interest income Figures in thousands of euro Banking bus ines s with cus tom ers 2015 2014 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter (81,588) (91,955) (86,613) (79,215) (81,279) (77,158) (80,314) Financial activities 62,825 67,754 73,787 80,836 97,370 105,777 104,736 102,984 Interbank bus ines s 11,201 11,092 9,689 8,759 8,922 1,530 (7,965) (15,186) Other item s Net interest income (expense) (62,767) 55 (69) (74) (77) 49 (91) (71) (93) (7,507) (13,178) (3,211) 10,303 25,062 30,058 16,386 24,938 the negative balance on net interest income reduced partially to €7.5 million, as a consequence primarily of the trend for the contribution from business with customers, which fell to -€81.6 million. The moderate decrease in interest income from financing (-€2.2 million) was accompanied by a much greater fall in interest expense on debt securities issued (-€10.6 million; bonds with a nominal value of €3.5 billion matured in the last quarter, €1.5 billion of which related to institutional issues) and also by an increase in the differentials received on hedged liabilities (+€2 million, partly due to a reduction in the swap rate curve on shorter term maturities). Other financial items which contribute to net interest income performed as follows: €62.8 million from the securities portfolio (-€4.9 million compared with the previous three months) and €11.2 million from interbank business (+€0.1 million); Quarterly net fee and commission income Figures in thousands of euro Management, trading and advisory services (net of the corres ponding expens e item s ): trading in financial ins trum ents foreign exchange trading 2015 2014 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter (3,512) 161 (3,500) (312) (828) 1,806 264 2,780 (2,422) 1,603 (2,078) 1,126 (2,746) 1,936 286 2,465 (11) (83) 54 268 244 230 228 254 (270) (82) (265) (205) 188 (38) (384) (178) placem ent of s ecurities 3 260 157 200 402 96 2 24 receipt and trans m is s ion of orders 3 2 (3) (3) (4) (2) 2 3 1,382 1,349 1,753 1,451 993 1,142 922 1,304 343 320 355 266 309 278 292 275 (5,123) (4,954) (4,685) (4,493) (6,157) (4,910) (5,744) (3,861) 13,479 1,587 16,165 1,519 14,335 1,640 12,576 2,434 13,149 2,790 11,714 (1,094) 6,237 (3,850) 115 (8,331) collection and paym ent s ervices 3,822 4,104 4,065 3,655 5,320 3,419 3,647 2,763 current account adm inis tration other s ervices 5 8,065 6 10,536 5 8,625 5 6,482 5 5,034 6 9,383 7 6,433 4 5,679 9,967 12,665 13,507 12,840 10,727 9,636 3,491 401 cus tody and adm inis tration of s ecurities advis ory activities dis tribution of third party s ervices financial ins trum ents , products and s ervices dis tributed through indirect networks Banking services (net of the corres ponding expens e item s ): guarantees Net fee and commission income 21* net fee and commission income reached almost €10 million down €2.7 million due primarily to banking services, while income from management, trading and advisory services remained stable (although an increase was recorded within the item for the sale of financial instruments through indirect networks consisting of credit cards and other products and services provided by the network banks). As shown in the table, it was other services which include commissions received (€1.5 million) for CPI policies on the early repayment of loans, which set the overall trend for the item. On the costs front, operating expenses totalled €401.8 million in the year, having incorporated ordinary and extraordinary contributions paid to the Resolution Fund as well as impairment losses on owned properties. If non-recurring items are excluded, expenses stood at €369 million (+€30.4 million compared with €338.7 million in 2014), the aggregate result of the following: staff costs (shown net of Staff costs: composition redundancy expenses) 2015 2014 rose to €169.4 million Figures in thousands of euro with growth of €16 (214,046) (201,646) million, the aggregate 1)a)Employees Wages and salaries (149,901) (140,427) result of different trends: b) Social security charges (39,923) (37,650) on one hand the dynamic c) Post-employment benefits (8,144) (7,846) d) Pension expense for variable components of e) Provision for post-employment benefits (790) (1,031) remuneration (the f) Pensions and similar obligations: (12) (27) incentive scheme and - defined benefit (12) (27) company bonus) and g) Payments to external supplementary pension plans: (6,789) (6,378) - defined contribution (6,789) (6,378) ordinary growth in it i) Other employee benefits (8,487) (8,287) (which incorporated the 2) Other staff in service (328) (308) impacts, although modest, - Expenses for agency staff on staff leasing contracts of the new national trade - Other expenses (328) (308) (6,502) (6,388) union agreement signed 3) Directors by the parties to it on 8th 4) Expenses for retired staff 5) Recoveries of expenses for staff on secondment to other July 2015); and on the companies 86,934 87,638 other hand growth in 6) Reimbursements of expenses for staff on secondment at (35,475) (32,721) average staff numbers the Bank Total (169,417) (153,425) (+33). Notwithstanding the redundancies under the November 2014 agreement, concentrated almost entirely in the first months of 2015, average staff numbers of UBI Banca incorporated the impacts of the progressive centralisation of activities in 2015 following the creation of the new IW Bank and also due to the expansion of some specialist areas. These actions involved an increase at the same time in expense refunds for staff on secondment at the Parent (+ €2.8 million). The increase was also affected by the accounting effects of a release of provisions that occurred in 2014; other administrative expenses, considered net of €31.4 million of non-recurring items recognised consisting of an extraordinary contribution to the Resolution Fund, increased to €179.4 million (+€15.8 million). While indirect taxation fell (-€0.7 million), current expenses increased by €16.5 million to €172.3 million (even though rigorous monitoring action continued), €10.5 million of which due to the extraordinary contribution paid to the Resolution Fund which, as with the extraordinary part, was classified within the item membership fees. The remaining expense payments mainly concerned the following: professional and advisory services (+€4.7 million, attributable to legal and corporate affairs services, to digital innovation, to specific commercial initiatives and to upgrades of the IT platform), membership fees (+€1.9 million, net of the ordinary and extraordinary contributions already mentioned, these relate to the payment to the Consob - Italian securities market authority - for increased volumes in issue and for the 2015 rise in the membership rate, as well as to the ECB for the new supervisory contribution), outsourced services (+€1.5 million for the costs of the October 2015 Ordinary Shareholders’ Meeting and for the new payment card model launched in February 2014) and advertising expenses (+€1 million, for the recent digital campaign targeted at the “Young”). On the other hand, decreases were recorded for credit recovery expenses (-€1.2 million, in relation to external recovery firms used for the activities of the former B@nca 24-7), postal services (-€0.9 million resulting both from the paperless delivery of documents and the acquisition in 2015 of a new supplier) and telephone and data transmission expenses (-€0.7 million); 22* amortisation, depreciation and net impairment losses on property, plant and equipment and intangible assets of €20.2 million, net of a non-recurring item amounting to €1.4 million relating to the impairment of owned properties, recorded a fall of 6.5%. In quarterly terms, operating expenses, net of the above-mentioned non-recurring items which totalled €32.8 million, stood at €108.8 million (€89.4 million in the fourth quarter of 2014) compared with €81.6 million in the July-September 2015 period. This increase of €27.1 million is a result of the following performances: staff costs grew to €44.9 million, up €5 million, mainly due to the provisions set aside for the variable component of wages, but also due to internal communication expenses (e.g. the convention held in December); Other administrative expenses: composition 2015 2014 Figures in thousands of euro A. Other administrative expenses Rent payable Professional and advisory services Rentals on hardware, software and other assets Maintenance of hardware, software and other assets Tenancy of premises Property and equipment maintenance Counting, transport and m anagement of valuables Mem bership fees Inform ation services and land registry searches (203,707) (7,584) (28,583) (155,774) (7,197) (23,907) (3,257) (3,668) (530) (506) (7,039) (2,757) (7,131) (3,239) (8) (10) (47,489) (511) (3,613) (773) Books and periodicals (415) (349) Postal (587) (1,459) (4,267) (4,285) (4,110) (3,249) Insurance premiums Advertising Entertainm ent expenses Telephone and data transm ission expenses Services in outsourcing Travel expenses Fees for services provided by Group companies (UBI.S) Credit recovery expenses Forms, stationery and consumables Transport and rem ovals Security Other expenses (973) (699) (10,386) (11,047) (9,528) (3,395) (7,994) (3,419) (62,075) (62,094) (7,217) (8,408) (289) (259) (418) (311) (1,365) (1,528) (908) (645) (7,140) (606) (7,841) (1,278) Stamp duty (7,262) (6,844) IMU/ICI (municipal property taxes) (6,099) (5,965) Other taxes Reclassification of "tax recoveries" (1,803) 8,630 (210,847) (1,609) 7,855 (163,615) B. Indirect taxes Indirect taxes and duties Total other administrative expenses rose to €58.9 million (+€22.2 million). The increase was a result of the ordinary contribution to the Resolution Fund (€10.5 million) as well as credit costs incurred for professional services, for advertising, for outsourced services and for credit recovery, a reflection of both some of the factors already mentioned above and also normal seasonal factors in the two quarters. These changes were offset by a decrease in the fees paid for services provided by the Group service company (-€3.7 million, as the end of year balance against the absorption of excess processing capacity of an integrated software procedure); depreciation, amortisation and net impairment losses on property, plant and equipment and intangible assets, considered net of impairment losses on properties (€1.4 million) were unchanged in the two quarters, remaining at €5 million. As a result of the performance reported above, net operating income reached only €270.7 million, down compared with €349.1 million in 2014. On a quarterly basis, operations in the fourth quarter generated net operating income of €50.8 million (€19.8 million in the same period of 2014), compared with a loss of €30.4 million recorded in the July-September 2015 period. The following were also recognised in the year: • €104.2 million (compared with €116.7 million in 2014) of net impairment losses on loans relating to the retail and corporate portfolios of the merged banks. That amount consisted of €137.7 million of net specific write-downs (which benefited from reversals – other than for present value discounts – of €48.8 million) and €33.5 million of net reversals in the performing portfolio. The latter, not only reflect a further reduction in volumes of lending, but also incorporate releases of provisions (€10.5 million in the fourth quarter) relating to the former B@nca 24-7 business following the adoption of measurement methods based on internal ratings (PD - probability of default and LGD - loss given default), given the normalisation of the position of the merged bank’s portfolio; 23* Net impairment losses on loans: composition Impairment losses/ reversals of impairment losses, net Specific Figures in thousands of euro Loans and advances to banks Loans and advances to customers Total Portfolio Specific - - - - - - 33,534 (104,166) (42,232) 13,954 (28,278) (137,700) 33,534 (104,166) (42,232) 13,954 (28,278) Specific Loans and advances to banks Loans and advances to customers Total Portfolio 4th Quarter 2015 (137,700) Impairment losses/ reversals of impairment losses, net Figures in thousands of euro Impairment losses/ reversals of impairment losses, net 2015 2014 Portfolio Impairment losses/ reversals of impairment losses, net Specific Portfolio 4th Quarter 2014 (121,320) 4,582 (116,738) (23,671) (9,028) (32,699) (121,320) 4,582 (116,738) (23,671) (9,028) (32,699) • €15.8 million of net impairment losses on other financial assets/liabilities (€4.8 million in 20149). The aggregate was affected by changes in (i) item 130b, of which -€15.5 million (entirely non-recurring) consisting of impairment losses on instruments held in the AFS portfolio, mainly subordinated bonds issued by banks in 2005 and 2006 (€13.6 million, issued by Banca Popolare dell’Etruria and Banca Marche) and to a lesser extent impairment losses on units in UCITS (€1.5 million) and equity instruments (€0.4 million) and in (ii) item 130d, a decrease of -€0.3 million due to net impairment losses on guarantees. The latter amount included a reversal of the loss of a former Centrobanca position which had been classified at the end of 2014 as a bad (previously termed “non-performing”) unsecured guarantee and it was reclassified under loans and receivables in 2015. The relative provision amounting to €1.7 million was therefore transferrede; • €6.9 million of net reversals of Net provisions for risks and charges provisions for risks and charges composed of the following: €1.1 2015 2014 Figures in thousands of euro million of provisions made by the (500) former B@nca 24-7 (when it was Net provisions for revocation clawback risks Net provisions for litigation 8,279 (335) merged in the 2012) for possible (1,324) 524 payouts in relation to loans granted, Other net provisions for risks and charges Total 6,955 (311) released following the disappearance of this type of risk; approximately €10 million relating to the former Centrobanca, for legal claims made, the grounds for which are now no longer valid10 . Furthermore, provisions continued to be recognised within the item, made to meet possible claims of various nature from a large variety of different counterparties; • €1.6 million of profits from the disposal of equity investments, of which €0.3 million relating to the adjustment of the sales price of the former UBI Assicurazioni (now Cargeas Assicurazioni), sold in December 2014 and €1.3 million relating to the remaining part of the procedure for the voluntary liquidation of the Coralis Rent equity investment11. The following items were recognised in the income statement in the fourth quarter of 2015: €28.3 million within item 130a net impairment losses on loans, lower than the €32.7 million recognised in 2014, but more than the €19.6 million recorded in July-September 2015, the 9 The amount consisted of -€1.8 million of impairment losses on unsecured guarantees and of -€3 million (non-recurring) of net impairment losses on securities and funds held in the AFS portfolio (-€1.2 million relating to impairment losses on units in UCITS, -€2.7 million for net impairment losses on equity instruments and +€0.9 million for a reversal of impairment on a bond); 10 In 2014 the item was composed of €0.3 million of net provisions for revocation (clawback) actions, legal disputes and legal action taken by different types of counterparty and also (approximately €2 million) for tax litigation, largely offset by the release of a provision made in prior years amounting to €2.4 million, on conclusion of the relative litigation. 11 In 2014 the item amounted to €133.7 million and included the following: a profit of €134.2 million (non-recurring) realised on the disposals of stakes held in insurance companies (€92.2 million for 30% of Aviva Vita, -€1.2 million for 30% of Aviva Assicurazioni Vita and €43.2 million for the entire disposal of the 49.99% stake held in UBI Assicurazioni); a loss of €0.9 million (normalised) in relation to the settlement of the sales price of the former Swiss subsidiary BDG; a net gain of €0.4 million, realised on the winding up of Delaware companies that had been formed for the issuance of preference shares and for the disposal of investments primarily of a property nature. 24* result of the combined effect of greater specific write-downs (+€17 million) and greater portfolio reversals (+ €8.3 million); €8.3 million of net impairment losses on other financial assets/liabilities, of which approximately €5.8 million relating to impairment losses on AFS instruments (nonrecurring, of which €5.6 million relating to subordinated bonds issued by banks in 2005 and 2006 by the bank issuers already mentioned) and impairment losses on unsecured guarantees of €2.5 million; €21.8 million of net releases of provisions for risks and charges, of which €11.8 million relating to the reversal of the estimated amount to be paid to the Resolution Fund set aside in September and €10 million relating to the former Centrobanca provision mentioned above; €1.3 million of profits from the disposal of equity investments resulting from the liquidation of the company Coralis Rent. Over twelve months pre-tax profit from continuing operations came to €159.2 million, compared with €360.9 million in 2014 (driven, amongst other things, by substantial gains realised on the partial and total disposal of investments in insurance companies). On a quarterly basis a profit of €37.4 million was realised in the fourth quarter (€116.9 million in the same period of 2014), compared with a loss of €55.7 million in the previous three months. Taxes on income for the year from continuing operations amounted to €26.6 million, compared with €15.5 million in 2014, and they include a non-recurring component of €25.6 million. As part of activities to contain risks connected with contingent liabilities, including those of a tax nature, UBI Banca reached a settlement agreement with the tax authorities on two lines of litigation: the “preference shares” matter (the Group’s greatest contingent tax risk) and the “branch switching” operations. The settlement agreement, stipulated on 4th February 2016, involved the conclusion of all the litigation for all years already assessed and currently being assessed, by means of the payment of taxes in an amount recalculated by the tax authorities and of the related interest. The impact on the income statement was calculated, after the deduction of provisions made from time to time in the accounts to cover the tax risk. If the amounts are normalised – reflecting the composition and trend for the pre-tax result for the year – taxation came to €9.4 million (taxation in 2014 was €13 million12). This amount benefited from the almost full deductibility for IRAP (regional production tax) purposes of permanent employee expenses, introduced from 2015 by article 1 paragraphs 2025 of Law No. 190/2014 (2015 Legge di stabilità – “stability” annual finance law). Finally, the following redundancy expenses (€9.2 million net, €13.7 million gross, normalised) were stated net of taxes under a separate item: €0.3 million net (€0.4 million gross) in the first quarter as part of an agreement with trade unions signed on 4th February 2015 relating to the merger of IW Bank into UBI Banca Private Investment (the amount was recognised by the Parent because it related to staff on the payroll of UBI Banca “on secondment” at the companies involved in the operation); €8.9 million net (€13.3 million gross) in the fourth quarter as part of a trade union agreement signed on 23rd December 2015. The amount relates to 55 employees on the payroll, 17 of whom in service at the Parent and 38 on secondment at other Group companies. In the previous year, the following non-recurring expenses were stated, again under separate items, shown net of taxes (all recognised in the fourth quarter): €12 million (€16.5 million gross) of redundancy expenses in relation to the signing of a Framework Agreement with trade unions on 26th November 2014. The amount related to employees on the payroll, inclusive of those on secondment at other Group companies, for a total of 50 positions; €1,251.9 million (€1,255.7 million gross) of net impairment losses on Group equity investments, triggered by periodic impairment tests conducted at the end of the year, which resulted in decreases in the book value of Banca Carime (€521.5 million), BRE (€270.6 million), Banco Brescia (€257.3 million), BPA (€90.6 million), UBI Leasing (€78.7 million) and UBI Banca International (€33.2 million). 12 In the second quarter of 2014 non-recurring items included an expense of €17.9 million due to an adjustment to IRAP deferred tax assets already recognised in the financial statements for the year ended 31st December 2013, resulting from a reduction in the IRAP tax rate from 4.65% to 4.20% (the 0.92% surtax was unchanged) introduced by Decree Law No. 66/2014 with effect from the financial year 2014. That item has no longer been recognised due to the provisions of paragraph 23 of article 1 of the 2015 Legge di stabilità (“stability law” – annual finance law), which has retroactively repealed the provisions of article 2 of Decree Law No. 66/2014 on the reduction of the IRAP rate, therefore restoring the previous rates effective immediately from 2014 (a base rate of 4.65% for banks plus surtaxes). 25* General banking business Funding The direct funding from customers of UBI Banca amounted to €43.6 billion as at 31st December 2015, unchanged year-on-year. Direct funding from customers 31.12.2015 % 31.12.2014 Changes % amount Figures in tho usands o f euro Current accounts and deposits 850,206 1.9% 1,032,687 2.4% -182,481 - - - - - - 6,496,627 14.9% 6,006,451 13.7% 490,176 8.2% Term deposits Financing - repurchase agreements of which: repos with the CCG - other Other payables Total amounts due to customers (item 20 liabilities) Bonds - b onds sub scrib ed b y institutional customers of which: EMTNs (*) Covered b onds - b onds sub scrib ed b y ordinary customers of which: non-captive customers (former Centrob anca) - b onds sub scrib ed b y Group b anks (intragroup) Other certificates Total debt securities issued (item 30 liabilities) Total funding from customers % -17.7% 6,107,667 14.0% 5,531,586 12.6% 576,081 10.4% 6,107,667 14.0% 5,531,586 12.6% 576,081 10.4% 388,960 0.9% 474,865 1.1% -85,905 -18.1% 10,753 0.1% 26,132 0.1% -15,379 -58.9% 7,357,586 16.9% 7,065,270 16.2% 292,316 4.1% 36,250,054 83.1% 36,514,980 83.7% -264,926 -0.7% 12,444,968 28.5% 12,968,784 29.7% -523,816 -4.0% 2,539,326 5.8% 3,123,932 7.2% -584,606 -18.7% 9,905,642 22.7% 9,844,852 22.5% 60,790 0.6% 20,851,481 47.8% 21,219,512 48.7% -368,031 -1.7% 2,771,202 6.4% 3,289,203 7.5% -518,001 -15.7% 2,953,605 6.8% 2,326,684 5.3% 626,921 26.9% 15,186 0.0% 30,688 0.1% -15,502 -50.5% 36,265,240 83.1% 36,545,668 83.8% -280,428 -0.8% 43,622,826 100.0% 43,610,938 100.0% 11,888 0.0% 2,851,838 6.5% 3,583,881 8.2% -732,043 -20.4% 2,851,838 6.5% 3,583,881 8.2% -732,043 -20.4% of which: sub ordinated liab ilities of which: sub ordinated securities (*) The corresponding nominal amounts were €2,464 million as at 31st December 2015 and €3,046 million as at 31st December 2014. The details reported in the tables show €7.3 billion of amounts due to customers (€7.1 billion at the end of 2014), composed as follows: €6.1 billion of repurchase agreements with the Cassa di Compensazione e Garanzia (a central counterparty clearing house), an increase of €0.6 billion. The use of this flexible short-term funding instrument was calibrated over 12 months on the basis of developments in the Group’s liquidity requirements, with account taken of the dimension of the securities portfolio, which reduced during the year, and the level of debt with the ECB (€8.1 billion at the end of the period compared with €10.3 billion outstanding in December 2014); €850 million of current account deposits, down by €182.5 million, due to a reduction in deposits on intragroup accounts held by Prestitalia (-€350 million), only partially offset by greater liquidity on accounts held by institutional counterparties outside the Group; finally, the item financing – other, amounting to €389 million (€475 million at the end of 2014) contains almost all the funds made available by the Cassa Deposito e Prestiti (CDP – a state controlled fund and deposit institution) as part of anti-crisis initiatives and support for small to medium-sized businesses. Debt securities issued amounted to €36.3 billion (€36.5 billion at the end of 2014), of which €12.4 billion consisted of institutional funding as follows: 26* €2.5 billion of EMTNs issued as part of a programme for a maximum issuance of €15 billion. Marginal issuances were made over the 12 months in the form of “private placements” totalling €388 million nominal (all in the fourth quarter) against maturities and repurchases totalling €970 million nominal, also concentrated in the last period of the year; €9.9 billion of covered bonds, unchanged compared with 2014. A placement for €750 million nominal was carried out in October 2015, partially offset, again in October, by the maturity of an issue for €500 million nominal and by amortisation instalments, during the year, on two “amortising” bonds amounting to €50.5 million. The total outstanding also incorporates the effects of accounting adjustments on the securities. UBI Banca had eleven covered bonds in issue at the end of the year under the first “multioriginator” programme backed by residential mortgages with a €15 billion ceiling for a nominal amount of €9.3 billion (net of amortisation instalments totalling €185.7 million)1, against a segregated portfolio which stood at €14.5 billion2. A second programme, again “multioriginator”, is also operational with a ceiling of €5 billion, backed by commercial mortgages and by residential mortgages not used in the first programme (a segregated portfolio of approximately €3.2 billion at the end of period). So far this programme has only been used for self-retained issuances3. Funding from bonds issued to ordinary customers – consisting mostly of bonds sold to network bank customers, the issuance of which has been centralised at the Parent since 2013, amounted to approximately €20.9 billion (-€0.4 billion), composed as follows: €18.1 billion (€17.9 billion at the end of 2014) of bonds issued by the Parent: issuances for €4 billion nominal were carried out over the twelve months almost totally offset by maturities of €3.4 billion nominal and by repurchases for €462 million nominal. Placement activity slowed during the year caused by record low yields (in a context of negative interbank interest rates and returns on short to mediumterm government securities that are practically zero or negative), which made this type of investment for financial liquidity less attractive to customers; €2.8 billion of the remaining outstanding bonds issued by the former Centrobanca which recorded a decrease of €0.5 billion following maturities for €501 million nominal (€422 million of which concentrated in the fourth quarter) and repurchases amounting to approximately €4 million nominal. Intragroup bond funding, consisting of debt subscribed by banks or companies in the Group in order to invest their liquidity, reached a total of approximately €3 billion, up €627 million as a result of new issuances for €750 million nominal and maturities for €123 million nominal. Finally, the trend for subordinated liabilities, which fell during the year from €3.6 billion to approximately €2.9 billion, was attributable to the recognition of amortisation instalments on some securities accounting for -€0.6 billion (eight of the twelve subordinated bonds outstanding are redeemed by means of amortisation on a straight-line basis) and to the maturity of an issue in the last quarter of the year accounting for -€0.1 billion. *** The table below summarises maturities for bonds in issue at the end of the year. Outstanding bond maturities as at 31st December 2015 (excluding intragroup securities) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2016 2016 2016 2016 Nominal amounts in millions of euro Bonds ordinary cus tom ers Bonds institutional cus tom ers 3,172 850 1,834 25 1,198 1,000 2,070 175 2017 2018 2019 3,477 2,089 4,225 202 4,245 2,051 Subsequent years 448 5,386 Total 20,669 11,777 of which: EMTNs 100 - - 150 1,038 151 1,000 25 2,464 Covered b onds 750 25 1,000 25 1,051 51 1,051 5,361 9,313 4,022 1,859 2,198 2,245 5,566 4,427 6,296 5,834 32,446 Total 1 A list is given in Part E, Section 1 of the Notes to the Financial Statements. Two self-retained issuances for €1.2 billion nominal also existed under that same programme as at 31st December 2015, an issuance for €0.7 billion nominal carried out in March 2014 and second for €0.5 billion in December 2015. Two issues totalling €1.7 billion nominal were cancelled during the year. Because these were repurchased by UBI Banca, these liabilities have not been recognised, in accordance with IFRS. 2 Detailed information on the composition of the segregated portfolio of residential mortgages held by UBI Finance is given in the consolidated management report on operations, which may be consulted. 3 Two issuances in 2012 for a total of €1.4 billion nominal (net of the amortisation instalments falling due in the meantime), a €0.2 billion issuance in March 2014 and a fourth issuance for €0.65 billion nominal completed in July 2015. Because these were repurchased by UBI Banca, these liabilities have not been recognised, in accordance with IFRS. Information on the composition of the segregated portfolio held by UBI Finance CB 2 is reported in the consolidated management report on operations, which may be consulted. 27* Lending Performance of the loan portfolio Composition of loans to customers 31.12.2015 of which nonperforming* % Figures in tho usands o f euro Current account overdrafts Reverse repurchase agreements Mortgage loans and other medium to longterm financing Credit cards, personal loans and salarybacked loans Factoring Other transactions Debt instruments of which: structured securities other deb t instruments Total loans and advances to customers of which: intragroup to counterparties external to the Group 31.12.2014 % of which nonperforming* Changes amount % 833,582 3.8% 464 1,026,327 4.4% 674 -192,745 -18.8% 1,169,090 5.3% - 1,253,175 5.4% - -84,085 -6.7% 10,323,298 47.2% 1,098,689 10,604,825 45.5% 1,065,071 -281,527 -2.7% 662,284 3.0% 85,907 867,951 3.7% 98,160 -205,667 -23.7% 6,054 0.0% - 6,118 0.0% - -64 - 8,795,738 40.2% 29,774 9,460,565 40.5% 116,872 -664,827 -7.0% 111,344 0.5% - 111,360 0.5% - -16 110,091 0.5% - 110,100 0.5% - -9 1,253 0.0% - 1,260 0.0% - -7 -0.6% 21,901,390 100.0% 1,214,834 23,330,321 100.0% 1,280,777 -1,428,931 -6.1% 10,349,932 47.3% 11,634,010 49.9% -1,284,078 -11.0% 11,551,458 52.7% 11,696,311 50.1% -144,853 -1.2% * (previously termed "deteriorated") At the end of 2015, lending by the Parent stood at €21.9 billion, a decrease year-on-year (-€1.4 billion; -6.1%), but largely unchanged compared with June and up on September (+€1 billion; +4.6%). The performance of the portfolio reflects the following: a substantial annual reduction in loans to Group companies (-€1.3 billion), occurring mainly in the first half (-€1 billion). More specifically, at the end of December UBI Leasing and UBI Factor had received loans of €6.1 billion and €2.1 billion respectively4 – equivalent to 37.6% of lending – with a total contraction in the year of €0.2 billion, the aggregate result of a €0.4 billion reduction for UBI Leasing and a slight recovery for UBI Factor towards the end of the year (+€0.2 billion over twelve months; +€0.4 billion in the fourth quarter). In December 2014 the two companies had received financing of €6.5 billion and €1.9 billion respectively, accounting for 36.3% of the total. At the end of the year loans granted to Prestitalia – a company which specialises in the salary and pension backed lending sector – amounted to approximately €1.5 billion, consisting almost entirely of “Mortgage loans and other medium to long-term financing” 5 . This exposure fell by €0.9 billion over twelve months following the progressive repayment of previously outstanding short-term loans6; a fall in the former Centrobanca and the former B@nca 24-7 portfolios (totalling over -€0.7 billion over twelve months; -€0.2 billion since the end of June and -€0.1 billion in the quarter). More specifically the volumes of business relating to the former B@nca 24-7 – contracting progressively given the residual nature of the business – amounted to approximately €4.8 billion at the end of December (-€568 million year-on-year; -€253 million in the second half; -€95 million since September), consisting of €4.1 billion of “Mortgage loans and other medium to long-term financing” and €0.7 billion of various forms of consumer credit. The former Centrobanca loans remained unchanged at €4.7 billion7 (-€175 million since the beginning of the year) attributable to “mortgage loans and other medium to long-term financing” amounting to €4.5 billion and “other transactions” amounting to €0.2 billion; 4 Support for UBI Leasing is provided in the form of reverse repurchase agreements (securities eligible for refinancing issued as part of internal securitisations), mortgages and current accounts, but above all “other short-term transactions”. Financing to UBI Factor is all short-term (current accounts and other transactions). 5 With the exception of €200 million of “mortgages” granted by the former Centrobanca, these are loans previously granted to the former B@nca 24-7. 6 In view of the liquidity available, a short-term loan amounting to approximately €1 billion was repaid in the second quarter, replaced to a small extent by two new loans totalling €0.2 billion, of which €0.1 billion was short-term and matured in the fourth quarter and €0.1 billion was medium to long-term. 7 Excluding the €200 million from the Centrobanca merger, already included in loans to Prestitalia. 28* the trend for some exposures of a technical nature, such as those to the Cassa di Compensazione e Garanzia (“CCG” - a central counterparty clearing house), subject to a degree of variation during the year because of their nature. At the end of year, ordinary business with the CCG totalled €1.2 billion, up €0.2 billion over twelve months due to a substantial increase in the fourth quarter (+€0.6 billion), after a fall over the summer (-€0.4 billion). In terms of the type of lending, the year-on-year trend related entirely to reverse repurchase agreements with Italian government securities as the underlying (€771 million in December 2015; €541 million a year earlier), while the rest of the exposure consisted of margin deposits required to guarantee repurchase agreements on Italian government securities (€464 million, unchanged compared with December 2014). If, however, the fourth quarter only is considered, the change was determined by a recovery in reverse repos (+€0.8 billion) – down to zero in September – which more than offset the reduction in the aforementioned margin accounts (-€0.2 billion)8; the loan granted at the end of November to the in Resolution Fund to rescue four Italian banks in extraordinary administration. As described in detail in the Consolidated Management Report, which may be consulted9, the resolution programme involved various types of action, including the establishment of four new joint stock companies (bridge-banks), whose share capital was subscribed entirely by the Resolution Fund. In order to allow it to acquire the necessary liquidity, loans were granted by three banks, including UBI Banca, which granted: - a loan of €0.8 billion, repaid at the end of 2015 with the contributions paid to the Fund by the Italian banking sector; - a loan of €0.5 billion with a term of 18 months less one day, to be repaid with the proceeds from the disposal of the bridge-banks, for which the CDP committed to provide backing, should the Fund have insufficient liquidity on the maturity date of the loan. As concerns “large exposures”, the supervisory report at Large exposures the end of December 2015 prepared on the basis of the 31.12.2015 31.12.2014 provisions of the new Basel 310 rules in force since 1st Figures in tho usands o f euro January 2014, shows four exposures for UBI Banca, Number of positions 4 4 consisting of both loans and unsecured guarantees, of Exposure 80,085,957 88,416,158 an amount equal to or greater than 10% of the of which intragroup 52,959,035 58,299,674 qualifying capital – calculated according to the Positions at risk 319,080 supervisory rules in force – for a total of €80.1 billion, of of which intragroup 318,957 which: • €53 billion to consolidated companies; • €18.2 billion to the Ministry of the Treasury, in relation to investments in government securities; • €7.4 billion relating to total transactions with the CCG; • €1.5 billion to the Ministry of the Economy and Finance11. As a consequence, amongst other things, of the application of a nil weighting factor on government exposures, no effective exposure to risk by the Parent was found after weightings (banks belonging to banking groups are subject to an individual limit of 25% of the qualifying capital). Finally, guarantees granted to customers amounted to €1.91 billion at the end of the year, an overall increase of €0.28 billion compared with €1.63 billion at the end of 2014 (+17%), and they were composed as follows: • financial guarantees amounted to €1.73 billion (€1.58 billion in December 2014), approximately 60% of which granted to ordinary customers and the remaining 40% to Group companies; • commercial guarantees amounting to €178.2 million (€49 million in 2014). Risk At the end of the year non-performing (previously termed deteriorated) assets gross of writedowns, amounting to €1.8 billion, had again fallen moderately, but progressively (-€75.9 8 The margin accounts required relate directly to the average volumes of repurchase business used for financing. 9 See in this respect the sub-section “The resolution and rescue of four Italian banks” contained in the section entitled “The European Banking Union”. 10 Bank of Italy Circulars No. 285 and No. 286 of 17th December 2013 and subsequent updates. 11 The exposure to the Ministry of the Economy and Finance relates to current and deferred tax assets. 29* million compared with December 2014; -4%), partly the result of disposals of non-performing loans carried out by the Parent during the year (for a total book value of €86.3 million, of which €45.6 million in the fourth quarter). As shown in the table reporting movements in gross non-performing exposures over the twelve month period a small increase was recorded in inflows from the performing category – which mainly continued to regard unlikely to pay exposures – against a fifty percent reduction in outflows to performing status. Total transfers between the various categories of nonperforming loans also reduced by over 30%. In detail: • bad loans (termed “non-performing loans” in previous financial reports) – which continued to be fed by transfers from other classes of non-performing exposures (“unlikely to pay”) and only to a residual extent by inflows from performing status – recorded a reduction in write-offs and payments received, as well as in profits on disposal; • “unlikely to pay” loans. on the other hand, were driven mainly by inflows from performing loans, while transfers from other categories of non-performing exposures (past due exposures) fell by over fifty percent and transfers to other non-performing categories (bad loans) fell by 13%. On the other hand increases were recorded in payments received and in write-offs; • exposures past due and in arrears recorded substantial reductions in terms of both inflows from performing loans and transfers to other classes of performing exposures, – in both cases more than halved compared with a year before – while at the same time transfers to performing status recorded an equally substantial fall. Loans and advances to customers as at 31st December 2015 Gross exposure Figures in thousands of euro Non-performing exposures (**) - Bad loans (***) - “Unlikely to pay” loans - Past due loans Performing loans (8.14%) (3.13%) (4.90%) (0.11%) 1,838,363 706,017 1,107,340 25,006 (91.86%) Total Impairment losses Carrying amount Coverage (*) 623,529 386,556 235,638 1,335 (5.55%) (1.46%) (3.98%) (0.11%) 1,214,834 319,461 871,702 23,671 33.92% 54.75% 21.28% 5.34% 20,734,329 47,773 (94.45%) 20,686,556 0.23% 22,572,692 671,302 21,901,390 2.97% The item as a percentage of the total is given in brackets. Loans and advances to customers as at 31st December 2014 Figures in thousands of euro Non-performing exposures (**) - Bad loans (***) - “Unlikely to pay” loans (****) - Past due loans Performing loans Total Gross exposure (7.96%) (2.94%) (4.89%) (0.13%) 1,914,296 706,974 1,174,899 32,423 (92.04%) Impairment losses Carrying amount Coverage (*) 633,519 389,384 242,607 1,528 (5.49%) (1.36%) (3.99%) (0.14%) 1,280,777 317,590 932,292 30,895 33.09% 55.08% 20.65% 4.71% 22,134,433 84,889 (94.51%) 22,049,544 0.38% 24,048,729 718,408 23,330,321 2.99% The item as a percentage of the total is given in brackets. (*) Coverage is calculated as the ratio of impairment losses to gross exposure. Impairment losses and gross exposures are given net of w rite-offs of positions subject to bankruptcy proceedings. (**) previously termed "deteriorated loans" (***) previously termed "non-performing loans" (****) On the basis of the new classification rules and internal regulations, exposures previously classified as “impaired” or “restructured” have been included in this class which did not satisfy the requirements for being classified as “non-performing” and “exposures past due and/or in arrears”. 30* Forborne exposures as at 31st December 2015 Gross exposure Figures in thousands of euro Non-performing exposures (**) - Bad loans (***) - Unlikely to pay loans - Past due loans Performing loans (68.08%) (2.75%) (64.74%) (0.59%) 485,425 19,620 461,561 4,244 (31.92%) Total Impairment losses Carrying amount Coverage (*) 111,409 9,317 101,879 213 (62.50%) (1.72%) (60.11%) (0.67%) 374,016 10,303 359,682 4,031 22.95% 47.49% 22.07% 5.02% 227,575 3,200 (37.50%) 224,375 1.41% 713,000 114,609 598,391 16.07% The item as a percentage of the total is given in brackets. Forborne exposures as at 31st December 2014 Gross exposure Figures in thousands of euro Impairment losses Carrying amount Coverage (*) Non-performing exposures (**) (62.45%) 351,829 87,812 (55.91%) 264,017 Performing loans (37.55%) 211,568 3,327 (44.09%) 208,241 1.57% 563,397 91,139 472,258 16.18% Total 24.96% The item as a percentage of the total is given in brackets. (*) The coverage is calculated as the ratio of impairment losses to gross exposure. For bad loans (previously termed “non-performing loans”) only, impairment losses and gross exposures are given net of write-offs of positions subject to bankruptcy proceedings. (**) previously termed "deteriorated loans" (***) previously termed "non-performing loans" In consideration, amongst other things, of the partial recovery of the total portfolio in the last quarter of the year, non-performing exposures as a percentage of total loans stood at 8.14% and at 5.55% in net terms, down compared with September (8.78%; 5.96%), but marginally up on the data for the end of 2014 (7.96%; 5.49%). Coverage for non-performing exposures change over twelve months from 33.09% to 33.92%, although it was down compared with 34.37% in September. The performance in the last quarter reflects primarily changes in coverage for bad loans, in relation to the disposals made, for which written down positions were higher than the average, while other categories improved. On the other hand coverage for performing loans, structurally lower than the Group average in consideration of the specific nature of UBI Banca’s business, reduced to 0.23% (0.38% at the end of 2014). 31* Loans to customers: changes in non-performing (*) gross exposures in 2015 Figures in thousands of euro Bad loans (**) Initial gross exposure as at 1st January 2015 Increases transfers from performing exposures transfers from other classes of non-performing exposures (*) other increases Decreases transfers into performing exposures write-offs payments received disposals losses on the disposal transfers to other classes of non-performing (*) exposure other decreases Final gross exposure as at 31st December 2015 Unlikely to pay loans Past-due exposures Total 706,974 188,623 8,759 164,199 15,665 -189,580 -351 -117,814 -45,337 -17,725 -8,116 -237 - 1,174,899 298,303 194,720 58,525 45,058 -365,862 -55,805 -41,862 -80,347 -163,783 -24,065 32,423 58,915 57,368 25 1,522 -66,332 -5,067 -2,536 -58,729 - 1,914,296 545,841 260,847 222,749 62,245 -621,774 -61,223 -159,676 -128,220 -17,725 -8,116 -222,749 -24,065 706,017 1,107,340 25,006 1,838,363 Loans to customers: changes in non-performing (*) gross exposures in 2014 Figures in thousands of euro Bad loans (**) Initial gross exposure as at 1st January 2014 Increases transfers from performing exposures transfers from other classes of non-performing exposures (*) other increases Decreases transfers into performing exposures write-offs payments received disposals losses on the disposal transfers to other classes of non-performing (*) exposure other decreases Final gross exposure as at 31st December 2014 Unlikely to pay loans Past-due exposures Total 741,845 206,477 1,710 190,335 14,432 -241,348 -521 -134,623 -47,964 -21,125 -10,876 -573 -25,666 1,251,317 287,437 105,847 129,929 51,661 -363,855 -96,727 -11,581 -67,195 -895 -187,457 - 70,023 137,288 132,524 264 4,500 -174,888 -38,141 -4,249 -132,498 - 2,063,185 631,202 240,081 320,528 70,593 -780,091 -135,389 -146,204 -119,408 -21,125 -11,771 -320,528 -25,666 706,974 1,174,899 32,423 1,914,296 (*) previously termed "deteriorated" (**) previously termed "non-performing loans" Forborne exposures gross of impairment losses totalled €713 million in December, up €149.6 million (+26.6%) compared with the end of 2014, but slowing quarter-on-quarter (+€21 million compared with September; +3%). The year-on-year performance – attributable entirely to non-performing exposures (which rose from 62.45% to 68.08% of the total) – also reflects the effect of the introduction of regulations on forbearance 12 from September 2014. Non-performing positions must pass a minimum period of one year (cure period), after which the return of the customer’s credit quality is assessed before it can be reclassified among performing positions. This circumstance explains the quarterly slowdown in the last quarter during which non-performing exposures recorded their first reduction, although only modest in amount (-€8.2 million). On the other hand forborne positions classified as performing must pass a minimum period of two years (“probation period”) before a position can lose its forborne classification and therefore no longer appear in the relative supervisory reports. 12 See the glossary attached to this publication for a definition of forbearance 32* Operations on the interbank market The net interbank position of UBI Banca as at 31st December 2015 was one of debt of €356 million, down sharply compared with -€5.1 billion at the end of 2014, having benefited both from an improvement in the positive intragroup balance, up €2.4 billion to €7.7 billion, and also from an improvement in the negative balance with external counterparties, which fell by €2.3 billion to -€8 billion (inclusive of TLTRO refinancing operations amounting to €8.1 billion). As shown in the table, if the balances with the central bank and those for business with subsidiary banks are not considered, UBI Banca’s net interbank position was again slightly negative (-€304 million) but down by almost half (-47.5%) year-on-year as a consequence of reduced volumes of operating business, especially on the liabilities side. The centralisation at UBI Banca of bond issuances for ordinary customers originated by the network banks is reflected in the Parent’s financial structure, which includes loans to banks (within the item intragroup securities), subscriptions of securities issued by subsidiary banks and a decline at the same time in intragroup funding due to a change in policy for the management of bond funding and liquidity On the basis of the organisational structure in which UBI Banca plays a role of policy-making and co-ordination for the entire banking group, intragroup transactions are of strategic importance in the context of overall activities as they ensure proper centralised liquidity management and the settlement of intercompany cash flows. The regulations to implement the 2015 Financial Risk Management Policy document require the composition of the asset and liability positions of Group banks and companies with banking counterparties to consist exclusively of relationships with the Parent. Only the Parent may enter into positions on the market with institutional counterparties. As an exception to that rule, liquidity management is not exclusively by the Parent for UBI Leasing, UBI Factor and for UBI Banca International. The Management Board of the Parent is responsible for defining specific liquidity management procedures for the aforementioned counterparties. Interbank market Figures in tho usands o f euro Loans and advances to banks of which: - loans to central b ank s - intragroup of which: intragroup securities Due to banks of which: - due to central b ank s - intragroup of which: sub ordinated deposits 31.12.2015 A 31.12.2014 E Changes A/E 30.9.2015 B 30.6.2015 C 31.3.2015 D 15,489,215 16,343,837 15,026,560 15,073,014 14,055,649 1,433,566 375,735 14,234,999 6,302,326 528,955 14,892,913 6,371,145 282,899 13,912,056 6,345,702 270,540 13,509,526 5,805,015 528,311 12,515,918 5,733,044 -152,576 1,719,081 569,282 15,845,354 14,675,513 13,199,889 17,798,453 19,140,417 -3,295,063 8,106,441 8,104,588 6,102,991 9,101,548 10,305,964 -2,199,523 -21.3% 6,556,577 - 4,892,375 - 5,259,231 - 6,548,029 - 7,244,652 - -688,075 - -9.5% - amount % 10.2% -28.9% 13.7% 9.9% -17.2% Net interbank position -356,139 1,668,324 1,826,671 -2,725,439 -5,084,768 -4,728,629 of which: intragroup non-Group b ank s 7,678,422 -8,034,561 10,000,538 -8,332,214 8,652,825 -6,826,154 6,961,497 -9,686,936 5,271,266 -10,356,034 2,407,156 -2,321,473 45.7% -22.4% -303,855 -756,581 -1,006,062 -855,928 -578,381 -274,526 -47.5% Net interbank position excluding central banks and intragroup business -93.0% Loans and advances to banks rose to €15.5 billion from €14.1 billion in December 2014, consisting of the following: • liquidity of €376 million held on a centralised compulsory reserve account (€528 million at the end of 2014 ), on the basis of management strategies with account taken of constraints concerning the average deposit to be maintained; • loans and advances to other banks amounting to €15.1 billion (€13.5 billion in the comparative period), €14.2 billion of which relating to intragroup relationships. Different types of lending performed as follows: - an overall decrease of €1.5 billion in current accounts and term deposits, mainly attributable to reductions in intercompany deposits; 33* - - growth in other financing (+€2.5 billion) resulting from an increase in financing activity carried out by the Parent for the network banks against grants to customers drawn from the TLTRO loan pool (+€3.7 billion), partially offset by the reduction (-€1.2 billion) in reverse repurchase agreements entirely of an intragroup nature. The decrease in the latter relates to operations amounting to €0.7 billion with securities issued as part of internal securitisations as the underlying in relation to the normal amortisation of these and to an early repayment; an increase in debt securities (up €0.6 billion to €6.3 billion) consisting of loans to the network banks, subscribed by the Parent in order to channel liquidity acquired through the centralisation of bond issuances. Loans to banks: composition 31.12.2015 % 31.12.2014 % Changes amount Figures in tho usands o f euro Loans to central banks Compulsory reserve requirements % 375,735 375,735 2.4% 2.4% 528,311 528,311 3.8% 3.8% -152,576 -152,576 -28.9% -28.9% 15,113,480 2,026,466 1,681,145 97.6% 13.1% 10.9% 13,527,338 2,767,764 2,430,572 96.2% 19.7% 17.3% 1,586,142 -741,298 -749,427 11.7% -26.8% -30.8% 5,103,543 687,358 32.9% 4.4% 2,595,958 1,872,501 18.4% 13.3% 2,507,585 -1,185,143 Debt instruments - structured securities (*) 4,416,185 6,302,326 45,025 28.5% 40.7% 0.3% 723,457 5,733,044 437,422 5.1% 40.8% 3.1% 3,692,728 569,282 -392,397 96.6% -63.3% 510.4% - other deb t instruments 6,257,301 40.4% 5,295,622 37.7% 961,679 15,489,215 100.0% 14,055,649 100.0% 1,433,566 Loans and advances to banks Current accounts and deposits Term deposits Other financing - reverse repurchase agreements - other Total 9.9% -89.7% 18.2% 10.2% (*) Mainly securities with an early redemption option Funding from banks, which totalled €15.8 billion reduced by €3.3 billion compared with December 2014, attributable primarily to changes in debt to central banks down €2.2 billion to €8.1 billion. The remaining funds, subscribed in the LTRO auctions of December 2011 and February 2012 amounting to €7 billion nominal13, reached their natural maturity date, while new liquidity amounting to €4.9 billion nominal was acquired at the TLTRO auctions in March and September 2015. The total balance with the ECB, amounting to €8.1 billion, was composed solely of funds drawn from the TLTRO auctions. Due to banks: composition 31.12.2015 % 31.12.2014 Changes % amount Figures in tho usands o f euro % Due to central banks 8,106,441 51.2% 10,305,964 53.8% -2,199,523 -21.3% Due to banks Current accounts and deposits Term deposits Financing: - repurchase agreements - other Other payables 7,738,913 2,253,790 4,460,255 960,674 389,462 571,212 64,194 48.8% 14.2% 28.1% 6.1% 2.5% 3.6% 0.4% 8,834,453 2,408,747 5,010,334 1,349,898 613,158 736,740 65,474 46.2% 12.6% 26.2% 7.1% 3.2% 3.9% 0.3% -1,095,540 -154,957 -550,079 -389,224 -223,696 -165,528 -1,280 -12.4% -6.4% -11.0% -28.8% -36.5% -22.5% -2.0% 15,845,354 100.0% 19,140,417 100.0% -3,295,063 -17.2% Total Funding from banking counterparties also fell by €1.1 billion to reach €7.7 billion. A decrease in all types of funding was recorded as follows: 13 Total funds of €12 billion had been allotted to UBI Banca in the TLTRO auctions mentioned, €5 billion of which has already been repaid in advance during the last quarter of 2014. 34* • • €0.7 billion on current accounts and term deposits which recorded reduced deposits on intragroup positions relating in particular to UBI Banca International14 and IW Bank; €0.4 billion on financing as a result of a fall in both repurchase agreements (-€0.2 billion attributable to the closure of a transaction with a market counterparty in the second quarter) and in the item financing-other (-€0.2 billion), in relation to the amortisation instalments of EIB grants used to support medium to long-term financing for SMEs (down to €570 million from €735 million in December 2014). Finally, as already reported, the item other payables, unchanged at €64.2 million, includes the credit card settlement balance held with the Istituto Centrale Banche Popolari Italiane, which fell over twelve months from €37.2 million to €20.9 million. *** The table “Principal capital items with subsidiaries subject to control, joint control and significant influence”, contained in part H of the notes to the financial statements, shows the role of UBI Banca as a net lender or net borrower of funds with regard to the banks in the Group, inclusive of any subscriptions of intragroup securities. As at 31st December 2015 the net interbank balance of the Parent was positive with regard to Banca Regionale Europea (€2.5 billion), Banco di Brescia (€3.3 billion), Banca Popolare Commercio e Industria (€1.7 billion), Banca Popolare di Ancona (€2 billion), Banca Popolare di Bergamo (€1 billion) and Banca di Valle Camonica (€0.6 billion). On the other hand, it was negative with UBI Banca International (-€2 billion), IW Bank15 (-€2.3 billion), Banca Carime15 (-€2.3 billion). *** Details of the liquidity reserve consisting of assets eligible for refinancing with the European Central Bank are given in the Consolidated Management Report which may be consulted. Further information on liquidity risk management is also given in Part E, section 3 of the Notes to the Consolidated Financial Statements. 14 This Luxembourg bank transfers all surpluses, even temporary, of liquidity to the Parent and then draws on them on the basis of investment and commercial requirements expressed by its customers. 15 As at 31st December 2015, UBI Banca’s debt to IW Bank and Banca Carime also consisted of debt securities issued subscribed by the two banks for €1.3 billion and €1.7 billion respectively. 35* Financial activities The financial assets of UBI Banca as at 31st December 2015 totalled €20.1 billion, down by €3.2 billion compared with the end of 2014. Net of financial liabilities of €0.6 billion, financial assets stood at €19.5 billion (€22.7 billion a year before). Financial assets/liabilities 31.12.2015 Figures in thousands of euro Financial assets held for trading of which: financial derivatives contracts Financial assets designated at fair value Available-for-sale financial assets Held-to-maturity investments Financial assets (a) Carrying amount (A) 30.9.2015 % Carrying amount (B) 30.6.2015 % Carrying amount (C) 31.3.2015 % Carrying amount (D) 31.12.2014 % Carrying amount (E) Changes (A) / (E) % amount % 1,088,262 5.4% 760,790 4.0% 1,463,279 6.8% 1,654,371 7.3% 1,544,835 6.6% -456,573 -29.6% 617,226 3.1% 653,234 3.4% 638,174 3.0% 799,005 3.5% 743,985 3.2% -126,759 -17.0% 196,034 1.0% 195,490 1.0% 197,223 0.9% 198,365 0.9% 193,167 0.8% 2,867 1.5% 15,357,571 76.3% 14,767,754 76.8% 16,309,111 75.8% 17,405,247 76.3% 18,066,883 77.3% -2,709,312 -15.0% 3,494,547 17.3% 3,486,873 18.2% 3,535,692 16.5% 3,528,010 15.5% 3,576,951 15.3% -82,404 -2.3% 20,136,414 100.0% 19,210,907 100.0% 21,505,305 100.0% 22,785,993 100.0% 23,381,836 100.0% -3,245,422 -13.9% of which: 19,131,997 95.0% 18,110,466 94.3% 20,421,294 95.0% 21,607,800 94.8% 22,192,154 94.9% -3,060,157 -13.8% 18,234,275 90.6% 17,763,585 92.5% 20,061,779 93.3% 21,185,264 93.0% 21,488,819 91.9% -3,254,544 -15.1% - equity instruments 214,770 1.1% 272,402 1.4% 266,988 1.2% 200,022 0.9% 195,523 0.8% 19,247 9.8% - Units in UCITS. 172,421 0.9% 174,805 0.9% 178,849 0.8% 179,166 0.8% 250,174 1.1% -77,753 -31.1% 608,600 100.0% 614,788 100.0% 754,027 100.0% 844,803 100.0% 722,181 100.0% 634,881 84.2% 844,803 100.0% - debt instruments of which: Italian government securities Financial liabilities held for trading (b) of which: financial derivatives contracts Net financial assets (a-b) 608,600 100.0% 19,527,814 614,788 100.0% 18,596,119 20,751,278 21,941,190 722,181 100.0% 22,659,655 -113,581 -15.7% -113,581 -15.7% -3,131,841 -13.8% Both available-for-sale and held-for-trading assets were subject to profit-taking during the year on Italian government securities. As shown in the table, the first portfolio recorded falls during the period January-September although the sales, inclusive of those made as part of switching operations (therefore offset by purchases for the same amount), also continued into the fourth quarter. Available-for-sale assets continued to account for the largest portion of the total (76.3%) and their size not only helped support interest income – although to a lesser extent than in the past due to the low yields – but it also ensured that the Group maintains optimum liquidity levels, because they satisfy the European Central Bank’s eligibility requirement. On the other hand, substantial disposals were recorded in the trading portfolio in the third quarter of the year. No significant changes were recorded during the year in the remaining portfolios (held-tomaturity investments and financial assets designated at fair value). Action to diversify commenced in the fourth quarter with new investments in investment-grade corporate securities (AFS portfolio) and United States government securities (HFT portfolio). These constituted the first stages of broader action which will gradually change the whole composition of financial assets during the course of 2016. 36* Available-for-sale financial assets “Available-for-sale financial assets” (AFS), asset item 40, are measured at fair value with the recognition of changes in a separate fair value reserve in equity, except for losses due to reductions in value that are considered significant or prolonged. In this case the reduction in value that occurred in the period is recognised through profit or loss, the amount being transferred from the negative or positive reserve that may have been recognised in equity previously. Following the recognition of impairment losses, recoveries in value continue to be recognised in the separate fair value reserve in equity if they relate to equity instruments and through profit and loss if they relate to debt instruments. Any decreases below the level of the previous impairment losses are recognised through profit and loss. Definitions relating to the fair value hierarchy (levels one, two and three) are given in Section A.3 of Part A – Accounting Policies in the Notes to the Financial Statements. Available-for-sale financial assets: composition 31.12.2015 L1 Figures in tho usands o f euro Debt instruments of which: Italian government securities Equity instruments Units in UCITS Financing Total L2 31.12.2014 Carrying amount L3 L1 L2 Changes L3 Carrying amount amount % 14,840,900 313,310 17,640 15,171,850 16,921,010 899,134 - 17,820,144 -2,648,294 -14.9% 14,166,356 154,582 - 14,320,938 16,648,018 469,455 - 17,117,473 -2,796,535 -16.3% 2,313 - 136,325 138,638 1,726 45 117,675 119,446 19,192 16.1% 12,406 34,677 - 47,083 83,882 43,411 - 127,293 -80,210 -63.0% - - - - - - - - - 14,855,619 347,987 153,965 15,357,571 17,006,618 942,590 117,675 18,066,883 -2,709,312 -15.0% At the end of 2015 available-for-sale financial assets stood at €15.4 billion down €2.7 billion compared with €18.1 billion in the previous December. The total, 99% composed of debt securities, of which the majority consisted of Italian government securities, had fallen to €14.3 billion from €17.1 billion in 2014, a net decrease of €2.8 billion, the result of the following: sales of BTPs amounting to €825 million nominal in the first quarter, to €250 million nominal relating to Republic of Italy securities in the second quarter (to which the maturity of a CTZ for €50 million nominal must be added) and of BTP’s amounting to €1.75 billion in the third quarter; purchases of BTPs for €610 million nominal, partially offset by the sale of BTPs for €350 million nominal and a Republic of Italy security for €50 million in the fourth quarter. Switching operations were added to the sales detailed above, which led to a slight lengthening of the maturities of the investments. The first operation, carried out in June, involved BTPs for a nominal amount of €0.75 billion, while the second, carried out in October and November, involved the sale and purchase of BTPs for €2 billion nominal. Other debt securities (€851 million) increased by €148 million during the year. After the reductions recorded in the interim periods and during the first quarter in particular (due to redemptions and sales both of bonds issued by major Italian and European banking counterparties and of corporate bonds), this item recorded new investments in the period October-December totalling €500 million nominal in denominated investment-grade securities in different sectors and with different ratings. This last operation forms part of a broader strategy already reported in the introduction to this section of progressively diversifying investments in order to lighten exposure to Italian government securities: the implementation, which began in the fourth quarter of 2015, will continue in 2016. An amount of €17.6 million was recognised in fair value level three for the convertible bond issued by Sorgenia Spa, as part of the agreement pursuant under article 182 bis of the Bankruptcy Law1. Equity instruments (up to €138.6 million from €119.4 million before) incorporated the following main movements (all relating to equities recognised within fair value level three): 1 See the section “General banking business with customers: Lending” in the consolidated management report for further details. 37* the partial sale, concluded in December 2015 of the interest held in ICBPI (572,566 shares, accounting for 4.04% of the share capital of this institute): the fair value fell year-on-year by €10.9 million as a result of the disposal. This investment had been revalued in the second and third quarter for a total of €75.8 million, consistent with the valuations involved when a preliminary contract was stipulated; the recognition agian in December of €24.1 million in relation to “profit-sharing equity instruments” (“SFP Patrimonializzazione”) issued by Nuova Sorgenia Holding as a partial conversion of the original debt to UBI Banca, in compliance with a restructuring agreement2; the revaluation amounting to €3 million of the share Visa Europe Limited, recognised in December following the communication of a proposal to purchase 100% of the share capital of the company by the holding company Visa Inc.. The agreement involves the payment of a pre-agreed price on the basis of which the new valuation of the shares held was made. Finally units in UCITS (€47.1 million compared with €127.3 million twelve months before) saw the disposal in the first quarter of an ETF fund with a carrying amount of €73.8 million at the end of 2014 (classified in fair value level one). Property funds held in portfolio in December 2015 totalled €17.8 million (€15.6 million a year before). An amount of €12.4 million was recognised in fair value level one (€10.1 million at the end of 2014) for the Polis Fund, which saw a partial early redemption amounting to €2.2 million during the year. Held-to-maturity investments “Held-to-maturity investments”, asset item 50, are comprised of financial instruments that an entity intends and is able to hold to maturity. These assets are measured at amortised cost with the recognition of impairment losses, or recoveries in value when the reason for the impairment no longer exists, through profit or loss. Held-to-maturity investments: composition 31.12.2014 31.12.2015 Fair value Carrying amount Figure s in th ous a nd s o f e u ro Debt instruments of which: Italian government securities Financing Total L1 L2 Total L3 Changes Fair value Carrying amount L1 L2 Total L3 amount % 3,494,547 3,599,957 - - 3,599,957 3,576,951 3,607,673 - - 3,607,673 -82,404 -2.3% 3,494,547 3,599,957 - - 3,599,957 3,576,951 3,607,673 - - 3,607,673 -82,404 -2.3% - - - - - - - - - - - 3,494,547 3,599,957 - - 3,599,957 3,576,951 3,607,673 - - 3,607,673 -82,404 -2.3% This portfolio, consisting of €3.05 billion nominal of BTPs with maturities between 2020 and 2022, had a book value of €3.5 billion, more or less unchanged during the year, except for changes resulting solely from the effects of the accounting treatment. Financial instruments held for trading Financial assets held for trading Asset item 20, “Financial assets held for trading” (HFT), comprises financial trading instruments “used to generate a profit from short-term fluctuations in price”. They are recognised at fair value through profit or loss – FVPL. Definitions relating to the fair value hierarchy (levels one, two and three) are given in Section A.3 of Part A – Accounting Policies in the Notes to the Financial Statements. 2 See note 1. 38* Financial assets held for trading had fallen as at 31st December 2015 to €1.1 billion compared with €1.5 billion twelve months before. This reduction was attributable primarily to investments in Italian government securities, down to €419 million from €794 million previously. The government security portfolio, which grew marginally during the course of the first half, was subject to substantial profit taking in the period July-September, but it was fuelled with new investments in the last quarter with a start also made on the partial geographical diversification of sovereign debt securities purchased. Financial assets held for trading: composition 31.12.2015 L1 Figures in tho usands o f euro L2 31.12.2014 Carrying amount L3 L1 L2 Changes Carrying amount L3 amount % A. On-balance sheet assets Debt instruments 465,497 3 100 465,600 794,399 407 253 795,059 -329,459 -41.4% of which: Italian government securities 418,790 - - 418,790 794,395 - - 794,395 -375,605 -47.3% 4,580 - - 4,580 4,504 - 445 4,949 -369 -7.5% 275 - 581 856 241 - 601 842 14 1.7% - - - - - - - - - 470,352 3 681 471,036 799,144 407 1,299 800,850 -329,814 -41.2% 647 612,461 4,118 617,226 777 741,828 1,380 743,985 -126,759 -17.0% - - - - - - - - - Total (b) 647 612,461 4,118 617,226 777 741,828 1,380 743,985 -126,759 -17.0% Total (a+b) 470,999 612,464 4,799 1,088,262 799,921 742,235 2,679 1,544,835 -456,573 -29.6% Equity instruments Units in UCITS Financing Total (a) - B. Derivative instruments Financial derivatives Credit derivatives - In detail, the following movements were recorded: - purchases for €850 million nominal against disposals for €800 million nominal in the first quarter; - purchases for €775 million nominal against sales for €790 million nominal in the second quarter; - the sale of a BTP for €725 million nominal in the third quarter; - the purchase of a BTP for €300 million nominal in the fourth quarter. Other debt instruments, which stood at €46.8 million at the end of the year compared with €0.7 million in December 2014, included €45 million for a US Treasury security with a nominal value of €50 million, purchased in the fourth quarter as part of a risk diversification policy. Equity instruments, classified mainly in fair value level one, remained at a low level with no significant changes recorded: a total of €4.6 million at the end of 2015 compared with €4.9 million before. Units in UCITS amounted to €856 thousand, almost unchanged compared with the end of 2014, of which €581 thousand related to residual investments in hedge funds made before 30th June 2007. Finally, derivative instruments were held in portfolio amounting to €617 million (€744 million in December 2014), totally financial in nature, for which the changes must be interpreted in relation to the corresponding item recognised within financial liabilities held for trading. 39* Financial liabilities held for trading Financial liabilities held for trading: composition 31.12.2015 L1 Figures in tho usands o f euro L2 31.12.2014 Carrying amount L3 L1 L2 Changes Carrying amount L3 amount % A. On-balance sheet liabilities Due to banks - - - - - - - - - - Due to customers - - - - - - - - - - Debt instruments - - - - - - - - - - - - - - - - - - - - Financial derivatives 7 608,582 11 608,600 300 721,881 - 722,181 -113,581 Credit derivatives - - - - - - - - - Total (b) 7 608,582 11 608,600 300 721,881 - 722,181 -113,581 -15.7% Total (a+b) 7 608,582 11 608,600 300 721,881 - 722,181 -113,581 -15.7% Total (a) B. Derivative instruments -15.7% - At the end of 2015 financial liabilities held for trading, consisting exclusively of financial derivatives, had fallen to €609 million from €722 million before. As in the comparative year no on-balance sheet liability positions existed, although UBI Banca had taken limited uncovered short positions on Italian government securities during the year. Financial assets designated at fair value The item “financial assets designated at fair value” is comprised of financial instruments classified as such in application of the fair value option (FVO). These financial assets are recognised at fair value through profit or loss. Definitions relating to the fair value hierarchy (levels one, two and three) are given in Section A.3 of Part A – Accounting Policies in the Notes to the Financial Statements. Financial assets designated at fair value: composition 31.12.2015 Figures in tho usands o f euro Debt instruments Equity instruments Units in UCITS Financing Total L1 L2 31.12.2014 Carrying amount L3 L1 L2 Changes Carrying amount L3 amount - % - - - - - - - - 1,700 3,000 66,852 71,552 3,224 3,000 64,904 71,128 424 0.6% 119,082 - 5,400 124,482 116,802 - 5,237 122,039 2,443 2.0% - - - - - - - - 120,782 3,000 72,252 196,034 120,026 3,000 70,141 193,167 2,867 - 1.5% This item amounted to €196 million at the end of the year, more or less unchanged compared with December 2014 (€193.2 million). The portfolio was composed as follows: - equity instruments, held as part of merchant banking and private equity business, amounting to €71.5 million (€71.1 million in the comparative period). - €124.5 million of units in UCITS which included the listed Tages funds in level one amounting to €119.1 million (€116.8 million recognised at the end of the previous year) and investments in hedge funds in fair value level three amounting to €5.4 million (€5.2 million at the end of 2014). Residual hedge funds are also present, amounting to €581 thousand, recognised within financial assets held for trading. The same section in the Consolidated Management Report may be consulted for updates on litigation in progress (the Madoff affair and the Dynamic Decisions Growth Fund). 40* Exposure to sovereign debt risk UBI Banca: exposures to sovereign debt risk 31.12.2015 Country / portfolio of classification 31.12.2014 figures in thousands of euro Nom inal am ount Carrying am ount Fair value Nom inal am ount Carrying am ount Fair value - Italy 15,744,921 18,286,963 18,392,375 18,799,190 21,530,758 21,561,480 financial assets and liabilities held for trading (net exposure) available-for-sale financial assets (*) held-to-maturity investments loans and receivables - United States financial assets and liabilities held for trading (net exposure) 400,000 418,790 418,790 800,002 794,395 794,395 12,257,155 14,333,545 14,333,545 14,915,005 17,122,835 17,122,835 3,050,000 3,494,547 3,599,957 3,050,000 3,576,951 3,607,673 37,766 40,081 40,083 34,183 36,577 36,577 50,000 44,990 44,990 - - - 50,000 44,990 44,990 - - - 10 10 10 10 10 10 10 10 10 10 10 10 2 1 1 2 2 2 2 1 1 2 2 2 15,794,933 18,331,964 18,437,376 18,799,202 21,530,770 21,561,492 - Holland loans and receivables - Argentina financial assets and liabilities held for trading (net exposure) Total on-balance sheet exposures * The carrying amount is different from that reported in the line “Italian government securities” in the tables relating to “Available-for-sale financial assets” due to the presence in this table of Cassa Deposito e Prestiti (a state controlled fund and deposit institution) bonds (a government issuer) amounting to €12.6 million as at 31st December 2015 and to €5.4 million as at 31st December 2014. Details of the UBI Banca exposures are given on the basis that, according to the instructions issued by the European supervisory authority (European Securities and Markets Authority, ESMA), “sovereign debt” is defined as debt instruments issued by central and local governments and by government entities and also as loans granted to them. The book value of the sovereign debt risk exposures of UBI Banca as at 31st December 2015 amounted to €18.3 billion, down on €21.5 billion at the end of 2014. Sovereign debt risk remains concentrated on Italy with reductions explained by reductions in the AFS and HFT portfolios. The domestic position consisting of debt held by government continues to be contained and stable. Exposure to the United States began in the fourth quarter following the purchase of a US Treasury security, while exposures to Holland and Argentina remain completely negligible and almost unchanged. UBI Banca: maturities of Italian government securities 31.12.2015 Financial assets held f or trading 31.12.2014 Available-f orHeld-to-maturity sale f inancial investments assets Carrying am ount % Financial assets held f or trading Available-f orsale f inancial assets Held-to-maturity investments Carrying am ount % Figures in thousands of euro Up to 6 m onths 100,029 - - 100,029 0.4% - 49,925 - 49,925 0.2% Six m onths to one year - 155,670 - 155,670 0.9% 199,612 - - 199,612 0.9% One year to three years 50,226 4,775,847 - 4,826,073 26.5% 594,780 3,548,757 - 4,143,537 19.3% - 1,405,203 2,336,591 3,741,794 20.5% - 7,730,427 - 7,730,427 36.0% 268,535 6,187,391 1,157,956 7,613,882 41.8% 1 3,395,529 3,576,951 6,972,481 32.5% - 1,796,827 - 1,796,827 9.9% 2 2,392,835 - 2,392,837 11.1% 418,790 14,320,938 3,494,547 18,234,275 100.0% 794,395 17,117,473 3,576,951 21,488,819 100.0% Three years to five years Five years to ten years Over ten years Total The table above that reports the distribution by maturity of Italian government securities held in portfolio, shows increases in the percentage of the following: - in the time range “from one year to three years” (26.5% of the total compared with 19.3%), in relation to the presence in the AFS portfolio of securities amounting to €3.1 billion with maturity in 2018, which in the comparative year fell within a different time range; - in the range “five years to ten years” (up to 41.8% from 32.5% before, notwithstanding the passage of over 60% of the HTM portfolio into the shorter maturity range) in which the effects of the switching operation on the AFS portfolio were concentrated (with a movement 41* out of the range “three years to five years”) together with the investments made within the trading portfolio in the last quarter of the year. With regard to the latter portfolio, we report that the sales made in the third quarter regarded in particular securities with maturities of “one year to three years”. As at 31st December 2015 the average life of the trading portfolio was 4.1 years (1.4 years at the end of 2014), that of the AFS portfolio was 6.2 years (6.1 years) and that of the held-tomaturity portfolio was 4.8 years (5.8 years). *** Debt instruments other than government securities recognised within assets 31.12.2015 Figures in tho usands o f euro Issuer Nationality Carrying amount 31.12.2014 Fair Value Nominal amount Carrying amount Nominal amount Fair value Corporate Italy 205,078 199,741 209,659 190,916 186,202 187,599 Corporate France 70,787 70,787 66,000 43,967 43,967 40,000 Corporate Luxembourg - - 5 27,893 27,893 24,715 Corporate Corporate Holland United Kingdom 112,899 76,663 112,899 76,663 106,706 74,037 28,073 10,111 28,073 10,111 26,150 8,987 Corporate Spain 41,522 41,522 37,900 22,640 22,640 20,271 Corporate Hungary - - - 10,226 10,226 10,000 Corporate United States 77,262 77,262 72,800 10,935 10,935 10,000 Corporate Corporate Australia Denmark 15,725 8,075 15,725 8,075 14,500 7,500 - - - Corporate Finland 2,033 2,033 2,000 - - Corporate Germany 26,690 26,690 25,500 - - - Corporate Corporate Ireland Mexico 20,297 8,325 20,297 8,325 20,100 7,500 - - - Corporate Norway Total Corporate 9,626 9,626 9,000 - - - 674,982 669,645 653,207 344,761 340,047 327,722 Banking Germany 5,760 5,760 5,003 2 2 3 Banking Italy 6,475,049 6,561,971 6,470,407 6,165,609 6,167,915 6,136,931 Banking Banking Luxembourg United Kingdom 27,738 27,738 27,000 21,552 10,381 21,552 10,381 18,000 10,000 Banking Austria 15,228 15,228 14,500 - - - Banking Finland 7,012 7,012 6,500 - - - Banking France 8,083 8,083 8,000 - - - Banking Banking Ireland Holland 5,088 7,563 5,088 7,563 5,000 7,500 - - - Banking Spain 19,111 19,111 19,000 - - - Banking Sweden 8,118 8,118 7,500 - - - Banking Cyprus 64 64 9,500 66 66 9,500 6,578,814 - 6,665,736 - 6,579,910 - 6,197,610 3 6,199,916 3 6,174,434 2 Total Banking E.I.B. Total Supranational Total debt instruments Luxembourg - - - 3 3 2 7,253,796 7,335,381 7,233,117 6,542,374 6,539,966 6,502,158 With a view to greater transparency on credit risk exposures consisting of debt instruments other than sovereign debt – as requested by the European Securities and Markets Authority (ESMA) in Document No. 725/2012 of 12th November 2012 – a table has been provided summarising total debt instruments other than sovereign debt recognised among the assets of the UBI Banca balance sheet (available-for-sale financial assets, financial assets held for trading, loans and advances to banks and loans and advances to customers). The book value of those investments totalled €7.3 billion (€6.5 billion in December 2014): the diversification of the AFS portfolio carried out in the fourth quarter contributed to this growth (€500 million nominal) and determined a broader geographical distribution of the investments especially with regard to the issuers of corporate bonds. On the contrary, the banking securities held in portfolio were again highly concentrated on Italian issuers because the carrying amount shown in the table (€6.6 billion in the 2015) consists of €6.3 billion of bonds issued by the network banks and subscribed by UBI Banca as part of intragroup business. Finally to complete the disclosures required by the ESMA, in December 2015 (as also in December 2014), UBI Banca held no credit default products, nor did it carry out any transactions in those instruments during the year, either to increase its exposure or to acquire protection. 42* Equity and capital adequacy The equity of UBI Banca as at 31st December 2015 inclusive of profit for the year, amounted to €8,758.9 million compared with €8,566.7 million at the end of 2014. Valuation reserves: composition 31.12.2015 Figures in thousands of euro Available-for-sale financial assets 31.12.2014 281,294 143,045 -101 -243 -243 Cash flow hedges Currency translation differences Actuarial gains/losses for defined benefit pension plans Special revaluation laws As can be seen from the statement of -7,554 -8,844 changes in equity as at 31st December 30,993 30,993 2015 and from the statement of Total 304,389 164,951 comprehensive income contained among the separate financial statements, the increase of €192.2 million that occurred over twelve months is attributable to: the use of the extraordinary reserve amounting to €72 million in order to pay a dividend1; an aggregate increase in the valuation reserve of approximately €139.4 million, consisting of +€138.2 million relating to available-for-sale financial assets and +€1.3 million relating to actuarial losses on defined benefit plans and -€0.1 million relating to cash flow hedges; an increase on aggregate of €1.4 million following the grant of shares to the “Key Personnel” of the Group in relation to incentive schemes; recognition of profit for the year of €123.4 million. Fair value reserves of available-for-sale financial assets: annual changes Figures in thousands of euro 1. Opening balances as at 1st January 2015 2. Positive changes 2.1 Increases in fair value 2.2 Transfer to income statement of negative reserves - following impairment losses - from disposal Debt instruments 3.3 Transfer to the income statement of positive reserves Financing Total 74,246 59,378 9,421 - 143,045 16,433 16,433 4,876 4,156 - 266,221 238,483 27,018 337 - 720 276 - 27,738 613 26,681 - 444 - 27,125 - - - - - -103,940 -13,663 - -22,102 -2,289 - -1,930 -1,405 -525 - -127,972 -17,357 -525 -90,277 -19,813 - - -110,090 - - - - - 215,218 53,709 12,367 - 281,294 3.4 Other changes 4. Closing balances as at 31st December 2015 UCITS units 244,912 219,894 2.3 Other changes 3. Negative changes 3.1 Decrease in fair value 3.2 Impairment losses Equity instruments As shown in the table, the total increase of €138.2 million in the “fair value reserve for available-for-sale financial assets” reflects the significant increases in the fair value of debt securities held in portfolio (net of tax), as a result of the progressive improvement in prices on financial markets attributable, amongst other things, to the adoption and subsequent increase in quantitative easing measures taken by the ECB. More specifically, the reserve relating to those assets saw its balance improve by €141 million, with increases in fair value of €217.9 million relating almost entirely to Italian government securities. The reserve for government securities therefore rose from +€68.5 million in December 2014 to €211 million at the end of 2015. 1 A Shareholders’ Meeting also approved the full replenishment of the 2014 loss for the year, amounting to €918.4 million, attributable primarily to the impairment of Group subsidiaries, by drawing on the share premium reserve. 43* Fair value reserves for available-for-sale financial assets: composition 31.12.2015 Positive reserve Figures in thousands of euro 1. Debt instruments 31.12.2014 Negative reserve Total Positive reserve Negative reserve Total 228,218 -13,000 215,218 253,440 -179,194 74,246 2. Equity instruments 53,727 -18 53,709 59,396 -18 59,378 3. Units in UCITS 4. Financing 12,370 - -3 - 12,367 - 10,165 - -744 - 9,421 - 294,315 -13,021 281,294 323,001 -179,956 143,045 Total The item “transfer to income statement of negative reserves”, amounting to €27 million, relates primarily to sales of government securities and €0.3 million of which to impairment for the write-down of a bond. Decreases included reductions in fair value amounting to €13.7 million, over 90% of which regarding government securities, and also “transfers of positive reserves to the income statement from disposal” amounting to €90.3 million, consisting almost totally of disposals of government securities. As concerns equity investments (net of tax), the table shows increases in fair value of €16.4 million of which €14 million relating to the stake held in Istituto Centrale delle Banche Popolari Italiane2 and €2 million to the revaluation of the Visa Europe Limited shares carried out in December following the receipt of a communication from Visa Inc. stating its intention to purchase 100% of the share capital of that company at a pre-agreed price. Decreases included reductions in fair value amounting to €2.3 million relating entirely to the stake held in S.A.C.B.O. and “transfers to the income statement from positive reserves” amounting to €19.8 million relating to the disposal of the stake held in I.C.B.P.I.. The reserve relating to units in UCITS recorded increases in fair value of €4.2 million, over 70% of which relating to the Polis fund, and “transfers to the income statement of negative reserves” amounting to €0.7 million, of which €0.4 million from disposals and €0.3 million for impairment due to the write-down of an ETF fund. Reductions included decreases in fair value of €1.4 million and impairment losses of €0.5 million relating to the write-down of two funds carried out in the third quarter. As shown in Section 2, Part F of the Notes to the Financial Statements, at the end of 2015 the own funds of UBI Banca – calculated according to the new prudential regulations for banks and for investment companies which came into force on 1st January 2014 (known as Basel 3) – totalled €9,725 million, of which €8,272 million was Common Equity Tier 1 capital. Capital requirements for credit risk, credit valuation adjustment risk, market risk and operational risk – details of which are given in that same section of Part F – totalled €1,845 million, to give a Common Equity Tier 1 capital ratio of 35.87%, a Tier 1 capital ratio of 35.87% and a total capital ratio of 42.16%. 2 Due to the change in the fair value of the investment that occurred consistent with the valuations performed when a preliminary contract for the sale of part of the stake held was signed. 44* Relations with Group member companies Details of relations with companies in the Group are given in part H of the notes to the financial statements as part of the information on related parties, distinguishing between subsidiaries (fully consolidated line-by-line) and associates (consolidated using the equity method Transactions with connected parties related and with Related parties With Resolution No. 17221 of 12th March 2010 – amended by the subsequent Resolution No. 17389 of 23rd June 2010 – the Consob (Italian securities market authority) approved a Regulation concerning related-party transactions. The regulations concern the procedures to be followed for the approval of transactions performed by listed companies – such as UBI Banca – with parties with a potential conflict of interest, including major or controlling shareholders, members of the management and supervisory bodies and senior managers including their close family members. The information pursuant to article 5, paragraph 8 of the aforementioned Consob Resolution 17221/2010 and in particular that concerning transactions of “greater importance” concluded by UBI Banca with related parties in 2015, is reported in the consolidated management report, which may be consulted. In compliance with IAS 24, Part H of the Notes to the Financial Statements also provides information on balance sheet and income state transactions between UBI Banca and its related parties and those items as a percentage of the total for each item in the financial statements. Connected parties In implementation of article 53, paragraphs 4 et seq of the Consolidated Banking Act and Inter-Ministerial Credit Committee Resolution No. 277 of 29th July 2008, on 12th December 2011 the Bank of Italy issued the ninth update of the “New regulations for the prudential supervision of banks” (published in the Official Journal of 16th January 2012) regarding risk assets and conflicts of interest concerning parties connected to banks or banking Groups, where connected parties are defined as a related party and all the parties connected to it. The new regulations are designed to guard against the risk that the closeness of persons to decision-making centres might compromise the objectivity and impartiality of decisions concerning loans to and/or other transactions with the those persons. The first measure therefore regards the introduction of supervisory limits for risk assets (of a bank and/or of a group) lent to connected parties. The limits differ according to the type of related party, with stricter levels for relations between banks and industry. The supervisory limits are supplemented in the regulations with special approval procedures, together with specific recommendations concerning organisational structure and internal controls. 45* In compliance with the provisions of Title V, Chapter 5, of circular No. 263 of 27th December 2006, UBI Banca has adopted specific “Regulations for transactions with Connected Parties of the UBI Group” containing measures concerning “risk assets and conflicts of interest with regard to connected parties”. These regulations which govern procedures designed to preserve the integrity of decision-making processes concerning transactions with connected parties carried out by UBI Banca. On 15th May 2012 the Supervisory Board resolved that at UBI Banca the new “Connected Parties Committee” should be the same as the pre-existing “Related Parties Committee”, created in accordance with Consob (Italian securities market authority) provisions and with the regulations governing related party transactions by a resolution of that same Supervisory Board on 24th of November 2010. It therefore took the name “Related and Connected Parties Committee”. UBI Banca has always been within the limits laid down by supervisory regulations in all the quarterly reports to the Supervisory Board made from 31st March 2015 until 31st December 2015. *** Further information is given on the Related and Connected Parties Committee in the “Report on corporate governance and the ownership structure of UBI Banca Spa” contained in another part of this publication in which information is also given on internal policies on controls for risk assets and conflicts of interest relating to connected parties. 46* Share performance and shareholder structure Share performance The UBI Banca share is traded on the Mercato Telematico Azionario (electronic stock exchange) of Borsa Italiana in the blue chip segment and forms part of the 40 shares in the FTSE/Mib Index. Performance comparisons for the Unione di Banche Italiane share A mo unts in euro 30.12.2015 A 30.9.2015 B 30.6.2015 C 31.3.2015 30.12.2014 D E % change A/E 18.7.2011* F % change A/F Unione di Banche Italiane shares - official price 6.246 6.359 7.235 7.221 5.967 4.7% 3.351 86.4% - reference price 6.200 6.340 7.195 7.285 5.960 4.0% 3.278 89.1% FTSE Italia All-Share index 23,236 22,845 23,985 24,734 20,138 15.4% 18,628 24.7% FTSE Italia Banks index 15,388 16,012 17,032 17,325 13,407 14.8% 12,647 21.7% (*) The date of the conclusion of the increase in UBI Banca’s share capital by €1 billion, with the subscription of marginal shares by the underwriting syndicate. Source Datastream Financial markets were very volatile in 2015. Various factors influenced the decisions made by investors: the start of quantitative easing by the ECB and tensions in Greece played a key role in the first half of the year, while Chinese instability and the decline in oil prices together with the expected United States monetary policy decisions affected trends on stock exchanges in the second half of the year. A series of events occurred in December in particular which drove share performance in the banking sector in opposite directions. While the Resolution Plan for four Italian banks caused sales in the sector, on the other hand rumours of possible merger transactions resulted in a recovery in share prices, although this was uneven. The year 2016 began by inheriting the problems that had already arisen relating to the performance of the Chinese stock exchange due to disappointing sector results, to the real strength of the US recovery, to the fall in oil prices and to the geopolitical tensions affecting the Gulf area. The Italian banking sector continued to be influenced by various hypotheses regarding the expected consolidations, added to by fears resulting from the presence of large stocks of non-performing loans and the possible application of bail-ins to banks with weak capitalisation, with penalising impacts on the whole sector. Reassurances of the soundness of banks and further monetary expansion by the ECB in the second half of January did not prevent strong speculative forces from severely affecting the share prices of national banks. As concerns the main stock market indices, the FTSE Italia All-Share ended the year up 15.4%, while the FTSE Italia Banche was up 14.8%. Against this backdrop, the UBI Banca share rose 4% over twelve months (a rise in the official price of 4.7%): the role of a pole of attraction that the market attributed to the Bank helped to penalise the performance of the share with respect to the market indices. Trading in UBI Banca shares on the electronic stock market in 2015 involved approximately 2 billion shares for €13.5 billion (€2.3 billion shares traded for approximately €14.2 billion in 2014). At the end of the year the stock market capitalisation (calculated on the official price) had risen to €5.6 billion from €5.4 billion in December 2014, which confirmed UBI Banca in third place among listed Italian commercial banking groups1. 1 The Group is positioned in the fourth place if all listed banking groups are considered. 47* At European level, the UBI Group was again among the first 40 institutions on the basis of the classification drawn up by the Italian Banking Association in its European Banking Report, which considers the EU15 countries plus Switzerland2. Performance of the UBI Banca share since 18th July 2011 (*) and volumes traded 9 60,000,000 55,000,000 8 50,000,000 7 Volumes 45,000,000 6 40,000,000 35,000,000 5 30,000,000 4 25,000,000 3 20,000,000 15,000,000 2 10,000,000 1 0 5,000,000 2011 2012 2015 2014 2013 2016 0 l a s o n d g f m a m g l a s o n d g f m a m g l a s o n d g f m a m g l a s o n d g f m a m g l a s o n d g reference prices in euro Performance of the FTSE Italia All‐Share index, the FTSE Italia Banks index and the UBI Banca share since 18th July 2011 (*) 250 240 230 220 210 200 190 180 170 160 150 140 130 120 110 100 90 80 70 60 50 40 30 20 10 0 UBI Banca FTSE Italia All-Share FTSE Italia Banks 2011 2012 2013 2014 2015 2016 l a s o n d g f m a m g l a s o n d g f m a m g l a s o n d g f m a m g l a s o n d g f m a m g l a s o n d g reference prices in euro (*) The date of the conclusion of the increase in UBI Banca’s share capital by €1 billion, with the subscription of marginal shares by the underwriting syndicate. 2 EBR International Flash, January 2016. 48* The main information concerning the UBI Banca share is summarised below, along with the principal stock market indicators, which have been calculated using consolidated figures. The UBI Banca share and the main stock market indicators 2015 Number of outstanding shares at the end of year 2014 901,748,572 901,748,572 Average price of the UBI share (average of the official prices quoted daily by Borsa Italiana Spa) - in euro 6.887 6.193 Minimum price (recorded during trading) - in euro 5.180 4.824 Maximum price (recorded during trading) - in euro 7.880 7.545 Dividend per share - in euro Dividend yield (dividend per share/average price) Total dividends - in euro (*) Book Value (consolidated equity attributable to shareholders of the Parent excluding profit for the year / Number of shares) - in euro 0.08 1.60% 1.29% 99,034,842 72,021,230 10.94 10.87 Book value calculated by deducting goodw ill attributable to the shareholders of the Parent from consolidated equity - in euro 9.36 9.29 Book value calculated by deducting intangible assets attributable to the shareholders of the Parent from consolidated equity - in euro 9.06 8.98 5,632 5,381 Stock market capitalisation at the end of the year (official prices) - in millions of euro Price / book value [Stock market capitalisation at the end of the year / (consolidated equity attributable to the shareholders of the Parent excluding profit for the year)] 0.57 0.55 Price/book value calculated by deducting goodw ill attributable to the shareholders of the Parent from consolidated equity 0.67 0.64 Price / book value calculated by deducting intangible assets attributable to the shareholders of the Parent from consolidated equity 0.69 0.66 0.1251 -0.8070 EPS - Earning per share (consolidated net profit / loss per share pursuant to IAS 33) - in euro (*) 0.11 The total dividend payout for 2015 dividend by the Management Board. The total dividend payout for 2014 dividend by the Management Board. was That was That calculated on the 900,316,743 shares outstanding on the date of the approval of the proposal to declare a number does not include the 1,431,829 treasury shares held in portfolio on that same date. calculated on the 900,265,380 shares outstanding on the date of the approval of the proposal to declare a number did not include the 1,483,192 treasury shares held in portfolio on that same date. The indicators for 2014 have been calculated using consolidated equity net of the loss for the period to give a more appropriate indication of the capital value of the share and of the price/book value. Report on corporate governance and the ownership structure The share capital of UBI Banca as at 31st December 2015 amounted to €2,254,371,430 consisting of 901,748,572 ordinary shares, all with normal dividend entitlement from 1st January 2015. As already disclosed, with the transformation of UBI Banca from a joint stock co-operative company into an ordinary joint stock company, approved by an Extraordinary Shareholders’ Meeting held on 10th October 2015, all the provisions in the articles of association relating to “Registered Shareholders” (including those on acceptance procedures) were repealed because no longer compatible with the new legal form, where the figure of the “Registered Shareholder” is precisely the same as that of any other shareholder. As provided for by Law No. 33/2015, which converted Decree Law No. 3/2015 on the reform of “popular” co-operative banks, Art. 10 of the new articles of Association also establishes that until 26th March 2017 (i.e. 24 months from the date of entry into force of the conversion law) “no party with the right to vote may exercise it, for any reason, with a quantity of shares greater than 5% of the share capital with voting rights”. Shares held by Italian or foreign collective investment undertakings are never counted for the purposes of this limit. Under Article 120, paragraph 2 of the Consolidated Finance Act (Legislative Decree No. 58/1998), persons holding more than 2% of the share capital in a share issuer which has Italy as its member state of origin and which is not an SME must notify this to the company and to the Consob (Italian securities market authority). On the basis of reports received, at the date of this report, investments of greater than 2% were as follows: - Silchester International Investors LLP, with 5.123% of the share capital held for asset management purposes (reported on 4th November 2015); - BlackRock Inc., with 4.998% of the share capital held through its asset management companies (reported on 8th February 2016); 49* - Cassa di Risparmio di Cuneo Foundation with 2.230%3. Paragraphs 7 and 8 of article 119 bis (“Exemptions”) of the Issuers’ Regulations state that asset management companies and qualified parties who have acquired investments of greater than 2% and less than 5% of the share capital of a listed issuer as part of their management activities are not required to make reports to the Consob and the investee. This exemption also applies to non-EU investors on condition that in their country of origin they are subject, as part of their asset management activities, to forms of supervision by government control authorities or by a government-recognised authority. On the basis of reports received from financial intermediaries, total shareholders of UBI Banca numbered over 147 thousand on the ex dividend date (18th May 2015). Furthermore, according to the results of the most recent survey of shareholders concluded in August 2015, institutional investors identified by name held around 40% of the share capital of UBI Banca. Finally, the Report on Corporate Governance and Ownership Structure attached to this publication and also published on the corporate website at www.ubibanca.it (corporate governance section, under corporate documents), where the main features of the systems for the management of risk and internal control are illustrated, may be consulted for other information pursuant to article 123-bis of the Consolidated Finance Act Consolidated Finance Act, which includes compliance with the Corporate Governance Code for listed companies established by Borsa Italiana and public access to the relative information. Treasury shares As at 31st December 2015 UBI Banca held 1,431,829 treasury shares, with no nominal value, for the sole purpose of servicing incentive schemes for the “Key Personnel” of the Group (compared with 1,483,192 at the end of 2014) accounting for 0.16% of the share capital. The reduction was caused by the grant on 1st July of 51,363 treasury shares consisting of the “up-front” part of the 2012 incentive scheme to be paid in financial instruments, because the relative two-year retention period had ended. Treasury shares existing at the end of the year included 666,958 already promised as follows: 131,277 shares for the deferred portion of the 2011 short-term incentive scheme; 34,242 shares for the deferred portion of the 2012 short-term incentive scheme; 99,512 shares for the 2013 short-term incentive scheme; 259,708 shares for the 2014 short-term incentive scheme; 142,219 shares estimated on the basis of preliminary figures subject to modifications, in relation to the 2015 short-term incentive scheme. The remaining shares (764,871) will be used to service the long-term incentive scheme introduced in 2015, subject to this qualifying for share grants. In consideration of the availability described above, it was not necessary to proceed to the purchase of a further maximum 1,000,000 ordinary shares of UBI Banca as approved by a Shareholders’ Meeting on 25th April 2015. De jure and delegated powers of the corporate bodies Information concerning the powers of the governing bodies of Unione di Banche Italiane Spa, as required under Consob (Italian securities market authority) Recommendation No. 97001574 of 20th February 1997 is contained in the “Report on corporate governance and the ownership structure of UBI Banca” attached to this publication. 3 Investment calculated on the basis of the current share capital (the original investment reported was 2.278%, generated as a result of the merger of Banca Lombarda e Piemontese in April 2007. 50* Other information Litigation Information is reported on UBI Banca tax litigation in the Notes to Financial Statements, Part B – Section 12 of Liabilities. On the other hand, the corresponding section in the Part E of the Notes to the Financial Statements may be consulted for details of other litigation. Complaint management The organisational model adopted by the UBI Banca Group for complaint management assigns responsibility to the Parent for the direct management of the complaints regarding it and those relating to the former B@nca 24-7’s activities as a result of the merger that took place in 2012 and to the former Centrobanca, merged in 2013. As concerns the credit card segment for which the UBI Banca is the issuer, UBI Banca makes recourse to a specialist partnership with CartaSì for first instance management. With regard to the network banks and product companies, the Parent plays the role of policymaking, co-ordination and support for units responsible for complaints management. UBI Banca received 5,353 official complaints in 2015 (8% more than the year before): they mainly involved the credit card segment with 3,682 first instance complaints managed by the CartaSì service and financing business with 1,661 first instance complaints. The small remaining number related to other products and services. During the year UBI Banca processed a total of 5,488 complaints, amounting to approximately 99% of the complaints managed, with approximately 71% resolved in favour of customers, an increase compared with 63% recorded the previous year and a total amount paid out, down by 5% compared with 2014. While the response times to complaints are already well within the limits set by the regulations in force, they nevertheless improved further, down from 17 to 15 days on average. The composition of complaints on the basis of the product and/or service supplied clearly reflects the Parent’s business areas with a concentration in the two groups mentioned above. Complaints by product/service 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 68.78% Payment cards managed by CARTASì 31.03% Loans and mortgages Insurance products 0.09% Securities and investment services 0.04% Current and deposit accounts 0.02% Collection and payment services 0.02% Other 0.02% Credit and debit cards 0.00% General aspects 0.00% 2015 51* Furthermore, analysis of the underlying reasons for disputes reveal the picture summarised in the chart below, where the item “other” is composed almost entirely of credit card complaints not attributable to fraud or loss. Complaints by grounds 0% 10% 20% 30% 40% 70% 80% 90% 100% 22.04% Other Reports to the centrale rischi (central credit bureau) 60% 25.37% Application of conditions Conditions 50% 46.95% Frauds and losses 3.38% 1.44% Execution of transactions 0.49% Communication and information to customer 0.21% Creditworthiness or similar 0.06% Compounding of interest 0.04% Organisational aspects 0.04% Personnel 0.00% Equipment malfunctions 0.00% 2015 In addition to the management of the first instance complaints, complaints management also involved cases requiring further action in the reporting period: 117 repeats, 367 appeals to the Financial Banking Arbitrator (90% of which regarding “reimbursements” relating to salary backed loans repaid in advance, even quite some years ago). A total of 531 of all cases requiring further action were processed accounting for 96% of the total managed, with 33 repeats accepted and 85 decisions from the Banking Financial Arbitrator received in favour of the appellants. Finally, UBI Banca processed 27 applications to the supervisory authorities (Bank of Italy and Consob) and received 236 applications for mediation, compared with 206 in 2014. As many as 212 of these were processed with only twelve cases settled with payments made to the customer. 52* Principal risks and uncertainties to which UBI Banca is exposed As the Parent of the Group, UBI Banca is responsible for assessing capital adequacy at consolidated level (ICAAP – Internal Capital Adequacy Assessment Process) and its duty is to carry out the risk measurement, monitoring and management functions listed in the corresponding section of the Consolidated Management Report, which may therefore be consulted for a detailed description of these duties and also of the principal uncertainties. Subsequent events and the business outlook The main significant events occurring after the end of the year are reported in the notes to the financial statements (Part A – Accounting Policies), in compliance with Bank of Italy Circular No. 262 of December 2005 and subsequent amendments. The corresponding section of the consolidated management report may be consulted for information on the business outlook. 53* Proposal for the allocation of profit for the year and dividend distribution Dear shareholders, In compliance with article 2364 bis of the Italian Civil Code and article 44 of the Articles of Association, we submit the following proposal for the allocation of profit and the declaration of a dividend: Profit for the year Euro 123,423,301.60 10% to the statutory reserve Euro -12,342,330.16 share allocated to the extraordinary reserve Euro -7,900,000.00 Remaining profit Euro 103,180,971.44 available for charitable, humanitarian, social, cultural and artistic purposes pursuant to Art. 44 of the Articles of Association Euro -1,547,714.57 Euro 101,633,256.87 change in the share allocated to the unavailable reserve pursuant to Art. 6, Legislative Decree No 38/2005 (*) Euro -2,552,306.20 from retained profit Euro 48,601.92 Distributable profit Euro 99,129,552.59 Euro 0.11 on each of the 900,316,743 ordinary shares with dividend entitlement from 1st January 2015 (**) Euro -99,034,841.73 to retained profit Euro 94,710.86 (*) Net gains relate to non-negotiable financial instruments. (**) Total outstanding shares on the date of the resolution by the Management Board, net of the 1,431,829 treasury shares held in portfolio on that same date. The Management Board has passed a resolution to submit a proposal to a Shareholders’ Meeting to distribute a dividend of €0.11 on each of the ordinary shares outstanding on the ex dividend date (excluding treasury shares held in portfolio on that date) after statutory allocations and an allocation of €7.9 million to the extraordinary reserve. Payment of the dividend, if approved, shall take place from 25th May 2016 – against presentation of coupon No. 18 – with ex dividend date of 23rd May 2016 and record date of 24th May 2016. According to the tax laws currently in force no entitlement to a tax credit exists on the dividend. Depending on the type of beneficiary the dividend may form part of taxable income to the extent provided for by law or it may be subject to a withholding tax at the rate in force from time to time. The total dividend payout will amount to €99 million drawn on the profit of the Parent after legal and article of association allocations. Bergamo, 10th February 2016 The Management Board 54* Statement of the Chief Executive Officer and of the Senior Officer Responsible for preparing the corporate accounting documents 56* Certification of the separate financial statements pursuant to Art. 81-ter of the Consob Regulation 14th May 1999, No. 11971 and subsequent modifications and integrations 1. The undersigned Victor Massiah, Chief Executive Officer, and Elisabetta Stegher, Senior Officer Responsible for preparing the company accounting documents of UBI Banca Spa, having taken account of the provisions of paragraphs 3 and 4 of article 154 bis of Legislative Decree No. 58 of 24th February 1998, hereby certify: the adequacy in relation to the characteristics of the company and the effective application of the administrative and accounting procedures for the preparation of the consolidated financial statements during the course of 2015. 2. The model employed The assessment of the adequacy of the administrative and accounting procedures for the preparation of the consolidated financial statements as at and for the year ended 31st December 2015 was based on an internal model defined by UBI Banca Spa and developed in accordance with the framework drawn up by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) and with the framework Control Objectives for IT and related technology (COBIT) which represent the generally accepted international standards for internal control systems. 3. Furthermore, it is certified that: 3.1 the separate financial statements: a) were prepared in compliance with the applicable international financial reporting standards recognised by the European Community in accordance with the Regulation No. 1606/2002 (EC) issued by the European Parliament on 19th July 2002; b) correspond to the records contained in the accounting books; c) give a true and fair view of the capital, operating and financial position of the issuer and of the group of companies included in the consolidation. 3.2 the management report comprises a reliable analysis of the performance, operating results and position of the issuer, together with a description of the main risks and uncertainties to which it is exposed. Bergamo, 10th February 2016 Victor Massiah (signed on the original) Elisabetta Stegher (signed on the original) Chief Executive Officer Senior Officer Responsible for preparing the company accounting 57* 58* Independent Auditors’ Report Deloitte & Touche S.p.A. Via Tortona, 25 20144 Milano Italia Tel: + 39 02 83322111 Fax: + 39 02 83322112 www.deloitte.it INDEPENDENT AUDITORS’ REPORT PURSUANT TO ART. 14 AND 16 OF LEGISLATIVE DECREE No. 39 OF JANUARY 27, 2010 To the Shareholders of UNIONE DI BANCHE ITALIANE S.p.A. Report on the Financial Statements We have audited the accompanying financial statements of Unione di Banche Italiane S.p.A., which comprise the balance sheet as at December 31, 2015, and the income statement, statement of comprehensive income, statement of changes in equity and cash flow statement for the year then ended, and the related explanatory notes. Management Board’s Responsibility for the Financial Statements The Management Board is responsible for the preparation of these financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree n° 38/2005. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISA Italia) issued pursuant to art. 11, n° 3, of Italian Legislative Decree 39/10. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation that give a true and fair view of financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Management Board, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova Palermo Parma Roma Torino Treviso Verona Sede Legale: Via Tortona, 25 – 20144 Milano - Capitale Sociale: Euro 10.328.220,00 i.v. Codice Fiscale/Registro delle Imprese Milano n. 03049560166 – R.E.A. Milano n. 1720239 Partita IVA: IT 03049560166 Member of Deloitte Touche Tohmatsu Limited 2 Opinion In our opinion, the financial statements give a true and fair view of the financial position of Unione di Banche Italiane S.p.A. as at December 31, 2015, and of its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree n° 38/2005. Report on Other Legal and Regulatory Requirements Opinion on the consistency of the management report and of certain information included in the report on corporate governance with the financial statements We have performed the procedures indicated in the Auditing Standard (SA Italia) n° 720B in order to express, as required by law, an opinion on the consistency of the management report and of certain information included in the report on corporate governance required by art. 123-bis, n° 4, of Italian Legislative Decree n° 58/98, which are the responsibility of the Management Board of Unione di Banche Italiane S.p.A., with the financial statements of Unione di Banche Italiane S.p.A. as at December 31, 2015. In our opinion the report on operations and the information included in the report on corporate governance referred to above are consistent with the financial statements of Unione di Banche Italiane S.p.A. as at December 31, 2015. DELOITTE & TOUCHE S.p.A. Signed by Marco Miccoli Partner Milan, Italy March 2, 2016 This report has been translated into the English language solely for the convenience of international readers. 62* Separate Financial Statements Balance sheet (Amounts in euro) ASSETS 10. Cash and cash equivalents 20. Financial assets held for trading 30. Financial assets designated at fair value 40. Available-for-sale financial assets 50. Held-to-maturity investments 31.12.2015 138,226,024 1,088,262,365 196,034,459 15,357,571,120 3,494,547,116 31.12.2014 160,329,705 1,544,834,504 193,167,320 18,066,883,031 3,576,951,039 60. Loans and advances to banks 70. Loans and advances to customers 80. Hedging derivatives 90. Fair value change in hedged financial assets 100. Equity investments 110. Property, plant and equipment 120. Intangible assets 130. Tax assets: a) current b) deferred b1) of which pursuant to Law 214/2011 140. Non-current assets and disposal groups held for sale 15,489,215,471 21,901,389,590 592,409,422 4,637,297 9,657,400,663 615,660,596 409,807 1,529,552,973 364,733,642 1,164,819,331 1,127,174,370 2,032,444 14,055,649,000 23,330,320,961 647,972,267 5,582,820 9,624,010,808 634,178,193 409,807 1,688,729,594 331,161,797 1,357,567,797 1,234,948,850 507,355 699,981,137 70,767,330,484 642,338,795 74,171,865,199 LIABILITIES AND EQUITY 10. Due to banks 20. Due to custo mers 30. Debt securities issued 40. Financial liabilities held for trading 60. Hedging derivatives 31.12.2015 15,845,353,703 7,357,585,578 36,265,239,590 608,599,720 700,870,505 31.12.2014 19,140,417,449 7,065,270,452 36,545,667,992 722,180,510 937,017,919 80. Tax liabilities: a) current b) deferred 100. Other liabilities 110. Post employment benefits 120. Provisions for risks and charges: a) pension and similar obligations b) other provisions 130. Valu ation reserves 160. Reserves 170. Share premiums 180. Share capital 265,926,172 93,132,370 172,793,802 881,277,802 39,974,753 43,556,905 1,034,898 42,522,007 304,388,565 2,283,488,140 3,798,429,612 2,254,371,430 352,883,014 169,396,492 183,486,522 751,070,156 45,442,639 45,218,325 1,144,094 44,074,231 164,951,251 2,354,284,675 4,716,866,301 2,254,371,430 (5,155,293) 123,423,302 70,767,330,484 (5,340,225) (918,436,689) 74,171,865,199 150. Other assets Total assets 190. Treasury shares 200. Profit (loss) for the year Total liabilities and equity 64* UBI Banca - Notes to the Financial Statements Income statement (Amounts in euro) 2015 2014 10. I nterest and similar income 874,726,213 1,122,470,967 20. I nterest expense and similar (888,319,337) (1,026,027,263) 30. Net interest income (expense) (13,5 93,124) 96,443,704 40. Fee and commission income 50. Fee and commission expense 93,412,001 83,473,946 (44,432,562) (59,219,284) 60. Net fee and commission income 48,979,439 24,254,662 70. Dividends and similar income 80. Net trading income 249,430,480 276,488,601 25,902,404 33,670,433 90. Net hedging income (loss) 100. Income from disposal o r repurchase of: a) loans and receivables b) available-for-sale financial assets c) held-to-maturity investments d) financial liabilities 110. Net income on financial assets and liabilities designated at fair value 11,077,673 (8,068,567) 237,268,980 149,479,337 (4,250,058) (9,324,152) 257,102,458 166,743,421 - (52) (15,583,420) (7,939,880) 4,355,600 3,072,896 120. Gross income 563,421,452 575,341,066 130. Net impairment losses on: (120,013,371) (121,551,807) (104,165,922) (116,738,207) a) loans and receivables b) available-for-sale financial assets (15,556,314) (2,995,359) (291,135) (1,818,241) 443,408,081 (402,575,970) 453,789,259 (341,440,036) a) staff costs (183,099,081) (169,969,568) b) other administrative expenses (219,476,889) (171,470,468) d) other financial transactions 140. Net financial income 150. Administrative expenses 160. Net provisions for risks and charges 170. Net impairment losses on property, plant and equipment 190. Other operating income/(expense) 200. Operating expenses 210. Profits (lo sses) of equity investments 240. Profits on disposal of investments 6,955,464 (310,860) (21,453,802) (21,503,361) 117,589,578 120,160,606 (299,4 84,730) (243,093,651) 1,551,054 (1,122,126,159) 43,194 60,874 250. Profit (loss) from continuing operations befor e tax 260. Taxes on profit for the year from continuing operations 145,517,599 (22,094,297) (911,369,677) (7,067,012) 270. Post tax profit (loss) from continuing operations 290. Profit (loss) for the year 123,423,302 123,423,302 (918,436,689) (918,436,689) 65* UBI Banca - Notes to the Financial Statements Statement of comprehensive income (Amounts in euro) 2015 10. Profit (loss) for the year Other comprehensive income ne t of taxes without transfer to the income stateme nt 40. Def ined benefit plans Other comprehensive income ne t of taxes with transfer to the income stateme nt 90. Cash flow hedges 2014 123,423,302 ( 918,436,689) 1,290, 592 (2,579,898) (101, 894) 100. Available-for-sale fina ncial assets 138,248,616 310,095, 115 130. Total ot her comprehensive income net of ta xes 139,437,314 307,515,217 140. Comprehensiv e income (loss) (item 10 + 130) 262,860,616 ( 610,921,472) The profit recognised for “Other comprehensive income” is principally attributable to fair value reserves for debt securities classified within item 40 – available-for sale financial assets. Details of the various items are given in the notes to the detailed statement contained in Part D – Comprehensive Income. 66* UBI Banca - Notes to the Financial Statements Statement of changes in equity Changes to 31st December 2015 C hanges du ring the year A llocation of prior year profit Restate-men t of opening balances Balances as at 31.12.2014 Equ ity tran saction s Balances as at 01.01.2015 Dividend s an d other Ch anges in res erves us es R eserves Amo unts in euro Sh are capital: 2,254,371,430 Extraordinary distrib ution of dividends Repu rchase of treasu ry shares New share issu es Chan ge in eq uity ins tru men ts D erivatives on treas ury sh ares Eq uity as at 31.12.2015 Compreh en sive in come Stock op tions 2,254,371,430 2,254,371,4 30 2,254,371,430 - 2,254,371,430 - - - - - - - - - - 2,254,371,4 30 b) other shares - - - - - - - - - - - - - - Sh are p remiu ms 4,716,866,301 - - - - - - - - 3,798,429,6 12 Reserves: 2,354,284,675 - 1,606,028,4 27 - 677,459,7 13 139,437,314 304,388,5 65 a) ordinar y shares a) retained earnings b) other Valuation reserves Equity in struments Treasu ry shares Profit (loss) for the year Equity 4,716,866,301 -918,436,689 - - 2,354,284,675 - -72,021,230 1,224,695 - 1,678,049,657 - 1,678,049,657 - -72,021,230 - - - - - - - 676,235,018 - 676,235,018 - - 1,224,695 - - - - - - 164,951,251 164,951,251 2,283,488,1 40 - - - - - - - - - - - - - - -5,340,225 - -5,340,225 - - 184,932 - - - - - - - -5,155,2 93 -918,436,689 - -918,436,689 918,436,689 - - - - - - - - 123,423,302 123,423,3 02 8,566,696,743 - 8,566,696,743 - -72,021,230 1,409,627 - - - - - - 262,860,616 8,758,945,7 56 67* UBI Banca - Notes to the Financial Statements Statement of changes in equity Changes to 31st December 2014 Chan ges d urin g th e year A llocation of prior year profit Restate-men t of opening balances Balances as at 31.12.2013 Equ ity transactions Balances as at 01.01.2014 Dividend s an d other Ch anges in res erves us es R eserves Amo unts in euro Sh are capital: 2,254,371,430 R ep urchas e of treasu ry sh ares New share issu es Eq uity as at 31.12.2014 Extraord in ary d is tribu tion of d ivid en ds Ch ange in equity in struments Derivatives on treasu ry shares C omprehens ive in come St ock options 2,254,371,430 2,254,371,430 2,254,371,430 - 2,254,371,430 - - - - - - - - - - 2,254,371,430 - - - - - - - - - - - - - - Sh are p remiu ms 4,716,866,301 - - - - - - - - - - Reserves: 2,337,923,506 a) ordinary shares b) other shares a) retained earnings b) other Valuation reserves Equity in struments Treasu ry shares Profit (loss) for the year Equity 4,716,866,301 - 2,337,923,506 16,395,490 -34,321 - 4,716,866,301 2,354,284,675 1,661,654,167 - 1,661,654,167 16,395,490 - - - - - - - - - 676,269,339 - 676,269,339 - - -34,321 - - - - - - - 676,235,018 307,515,217 164,951,251 -142,563,966 -142,563,966 1,678,049,657 - - - - - - - - - - - - - - -6,120,840 - -6,120,840 - - 780,615 - - - - - - - -5,340,225 71,339,741 - 71,339,741 -16,395,490 -54,944,251 - - - - - - - -918,436,689 -918,436,689 9,231,816,172 - 9,231,816,172 - -54,944,251 746,294 - - - - - - -610,921,472 8,566,696,743 68* UBI Banca - Notes to the Financial Statements Statement of cash flows (indirect method) 2015 2014 amou nts in euro A. OPERATING ACTIVI TIES 1. Or di nary activities -185,251,239 781,680,249 - profit (los s) for the year (+/-) - gains /losses on financial assets held for trading and financial as sets/liabilities designated at fair value (-/+) 123,423,302 9,389,275 -918,436,689 28,985,742 - gains /losses on hedging ac tivities (-/+) - net impairment losses on loans (+/ -) -11,077,673 120,013,371 8,068,567 121,551,807 - net impairment losses on property, plant and equipment and intangible assets (+/-) 21,453,802 21,503,361 - net provisions f or risks and c harges and ot her expense/income (+/-) -6,955,464 310,860 - outstanding taxes and duties (+) 22,094,297 7,067,012 - net impairment losses on groups of assets held f or disposal net of t ax (+/ -) - net impairment losses/revers als on equit y investments (+/-) - - other adjustments (+/-) 1, 255,741,179 -463,592,149 256,888,410 3,330,278,760 -771,462,295 443,324,620 836,030 696,349,883 18,054,717 - available-for-sale financial assets - loans to banks: repayable on demand - loans to banks: ot her loans 2,849,733,672 -1,433,265,442 -2, 213,249,797 -563,960,816 - loans to cust omers - other ass ets 1,321,407,400 148,242,480 1, 720,154,633 -428,810,915 -3,298,271,704 517,626,470 2. Net cash fl ows fr om /used by financial assets - financial assets held f or trading - financial assets designated at f air value 3. Net cash fl ows fr om /used by financial liabil ities - amounts due to banks repayable on demand - - amounts due to banks: other payables - -3,190,247,762 -5, 067,236,436 - due to customers - debt securities is sued 292,047,689 -165,824,553 -154,937,324 5, 873,471,143 - financial liabilities held f or trading -113,580,790 -784,549,956 - financial liabilities at fair value - - other liabilities Cash flows generated/ used by operati ng activities - -120,666,288 650,879,043 -153,244,183 527,844,424 240,951,451 3, 534,523,054 B. I NVESTING ACTIVITIES 1. Cash flows from - disposals of equity invest ments - dividends received on equity invest ment s - disposals of held-to-mat urity financial ass ets - disposals of plant. property and equipment - disposals of int angible assets - disposals of lines of businesses 401,000 265,108,000 240,546,702 - 268,301,013 3, 000,000,000 3,749 - 1,114,041 - - 2. Cash flows used in -37,789,719 - purchases of equity investments -35,454,150 - purchases of held-to-maturity investments - - purchases of plant, property and equipment -2,335,569 - purchases of intangible assets - - purchases of lines of business - Net cash fl ows fr om /used in investing activi ties 203,161,732 -3, 999,020,998 -452,343,462 -3, 543,158,750 -3,518,786 -464,497,944 C. FI NANCING ACTIVITIES - issues/purchases of treas ury shares - - - issues/purchases of equity instruments - dist ribution of dividends and ot her uses -72,021,230 -54,944,251 Net cash fl ows fr om /used in financing activities -72,021,230 -54,944,251 CASH FLOWS GENERATED/ USED DURING THE YEAR -22,103,681 8,402,229 Key: (+) generated (-) absorbed 69* UBI Banca - Notes to the Financial Statements Reconciliation of the statement of cash flows Balance sheet items 2015 2014 Cash and cash equivalent s at the beginning of the year 160,329,705 151,927,476 Total net cash flows generated/used during the year -22,103,681 8,402,229 Cash and cash equivalent s: effect of changes in exchange rates Cash and cash equivalent s at end of year 138,226,024 160,329,705 70* UBI Banca - Notes to the Financial Statements Part A – Accounting policies A.1 – General part A.2 – Main balance sheet items A.3 – Information on transfers between portfolios of financial assets A.4 - Information on fair value A.5 – Information on “day one profit/loss” Part B – Notes to the balance sheet Assets Liabilities Other information Part C – Notes to the income statement Part D – Comprehensive income Notes to the Part E – Information on risks and the relative hedging policies Separate Part F – Information on equity Financial statements Part G – Business combination transactions concerning companies or lines of business Part H – Transactions with related parties Part I – Share-based payments Part L - Segment Reporting The figures contained in the tables in the notes to the financial statements are stated in thousands of euro, unless specified otherwise. 71* UBI Banca - Notes to the Financial Statements Part A - Accounting policies A.1 – GENERAL PART Section 1 Statement of compliance with international financial reporting standards This annual report has been prepared in compliance with the international financial reporting standards (IFRS)1 issued by the International Accounting Standards Board (IASB) and with the relative interpretations of the International Financial Reporting Interpretations Committee (IFRIC) as endorsed by the European Commission and in force as at 31st December 2015, implemented in Italian law by Legislative Decree No. 38/2005, which exercised the option under EC Regulation 1606/2002 concerning international accounting standards. No exceptions have been made in the application of IFRS international accounting standards. The separate financial statements consist of the balance sheet, income statement, statement of comprehensive income, statement of cash flows, statement of changes in equity and the notes to the financial statements and are accompanied by the management report on operations. The management report on operations and the notes to the financial statements furnish information required by international reporting standards, by law, by the Bank of Italy and by the Commissione Nazionale per le Società e la Borsa (Consob – National Commission for Companies and the Stock Exchange), in addition to other information which is not compulsory, but is considered equally necessary for the purposes of a true and fair presentation of the accounts. The proposed annual financial statements approved by the Management Board on 10th February 2016 and submitted to the Supervisory Board for approval on 8th March 2016, contain a statement by the Chief Executive Officer and the Senior Officer Responsible pursuant to Art. 154 bis of Legislative Decree No. 58/1998 and they have been subjected to audit by the independent auditors Deloitte & Touche Spa. Section 2 Basis of preparation These financial statements have been prepared in accordance with measurement criteria, adopted on the basis of a going concern assumption and in compliance with accrual accounting principles, the relevance of the information and the predominance of substance over form. The financial statements have been clearly stated and give a true and fair view of the capital and financial position, the result for the year, the changes in equity and the cash flows. Unless otherwise indicated, the information contained in this annual report is expressed in euro as the accounting currency and the financial information, the balance sheet and income statement, the notes and comments and the explanatory tables are presented in thousands of euro. The relative rounding of the figures has been performed on the basis of Bank of Italy instructions. The mandatory financial statements used in this annual report comply with those defined in Bank of Italy Circular No. 262/2005 and subsequent amendments and additions. Therefore, for the purposes of the presentation of these financial statements, the provisions pursuant to the fourth 1 Those standards and the relative interpretations are applied on the basis of events occurring that are disciplined by them from the date on which their application becomes compulsory, unless specified otherwise. See the “List of IAS/IFRS standards endorsed by the European Commission” for full details. 72* UBI Banca - Notes to the Financial Statements update of the aforementioned circular issued on 15th December 2015 by the Bank of Italy have been observed2. In addition to information on the accounts as at and for the period ended 31st December 2015, these financial statements also provide the same comparative information as at and for the year ended 31st December 2014 (which did not require adjustments with respect to the figures published in those financial statements) and they do not include items for which there was no data for the current and the previous year. To complete the information, account was also taken of the following documents in the preparation of this separate annual report: the ESMA3 document of 27th October 2015, “European common enforcement priorities for 2015 financial statements”, designed to promote uniform application of IFRS to ensure transparency and the proper functioning of financial markets by identifying certain issues considered particularly significant for the 2015 financial statements of listed European companies, in consideration, amongst other things, of current market conditions4; the ESMA document of 27th October 2015, “Improving the quality of disclosures in the financial statements” designed to underline the importance of providing information in financial reports that takes account of both relevant and material aspects; Consob Communication No. 0007780/16 of 28th January 2016 entitled “Communication concerning issues of greater relevance to 2015 financial reports”, designed to call the attention of the authors of financial reports to aspects underlined in the above-mentioned ESMA public statement document, in relation to the disclosures that listed companies must make in their financial reports as at and for the period ended 31st December 2015 and in future reports. Accounting policies The accounting policies contained in Part A.2 concerning the classification, measurement and derecognition stages are essentially the same as those adopted for the preparation of the 2014 separate financial statements. Where it is impossible to measure items in the financial statements with precision, the application of those policies involves the use of estimates and assumptions which may have a significant effect on the amounts recognised in the balance sheet and in the income statement. The use of reasonable estimates forms an essential part of the preparation of financial statements and we have listed here those items in the financial statements in which the use of estimates and assumptions is most significant: measurement of loans and receivables; measurement of financial assets not listed on active markets; measurement of indefinite useful life intangible assets and equity investments; quantification of provisions for risks and charges; quantification of deferred taxes; definition of the depreciation and amortisation charges for property, plant and equipment and intangible assets with finite useful lives; 2 More specifically, we report that with that update the information supplied in the notes to the financial statements on the “quality of credit” now complies with the new definitions of non-performing financial assets (termed “deteriorated” assets in previous financial reports) (solely as an example “unlikely to pay loans” and “forborne exposures”), in line with the concepts of non-performing exposures and forborne exposures established by the European Commission on the basis of a proposal from the EBA. Furthermore: in Part E Information on risks and hedging policies, the tables relating to pledged assets provided in Section 3 “Liquidity risk” are no longer presented. in Part B Notes to the balance sheet and in Part E Information on risks and hedging policies of the notes to the financial statements, changes have been made to rationalise the notes designed to make them easier to use and understand and also to shorten the time required to prepare them. 3 European Securities Market Authority. 4 The priorities in terms of disclosures recommended by the ESMA for the 2015 financial statements are as follows: impact of the financial markets conditions on the financial statements; statement of cash flows and related disclosures; fair value measurement and related disclosures; possible impacts from the application of accounting standards soon to come into force. 73* UBI Banca - Notes to the Financial Statements measurement of the provision for post-employment benefits. An adjustment may be made to an estimate following a change in the circumstances on which it was based or if new information is acquired or yet again on the basis of greater experience. A change in an estimate is applied prospectively and it therefore generates an impact on the income statement in the year in which it is made and, if it is the case, also in future years. No changes were made in 2015 to the criteria previously employed for estimates in the financial statements as at and for the year ended 31st December 2014. The following is reported with regard to changes in IFRS accounting standards. International accounting standards in force from 2015 As already reported in the interim financial report, for the preparation of the 2015 Annual Report some provisions relating to regulations issued by the European Union have come into force for the first time. A brief report on the most relevant aspects is given: No. 634/2014 which made the introduction of the interpretation IFRIC 21 “Levies” compulsory as of the 2015 financial statements. The document in question addresses the accounting treatment for a liability relating to a levy that is not a tax on income and therefore does not fall within the scope of application of IAS 12. The accounting treatment of the liability must comply with the provisions of IAS 37 “Provisions, contingent liabilities and contingent assets”. IFRIC 21 gives clear details of: i) the obligating event which gives rise to a liability to pay a levy; ii) when a liability to pay a levy must be recognised; iii) the effects of that interpretation on interim financial reports (former IAS 34)5; No. 1361/2014 which made amendments to accounting standards in accordance with “Annual Improvements to IFRS: 2011-2013 Cycle” as part of the normal annual process to improve them developed in the context of ordinary activities of rationalisation and clarification of international accounting standards. The purpose of annual improvements is to address the necessary issues concerning inconsistencies found in international reporting standards or to clarify terms which are not of an urgent nature. The amendments regard the following accounting standards: IFRS 3 Business combinations This amendment makes it clear that the formation of all types of joint arrangement, as defined by IFRS 11, are excluded from the application of IFRS 3; IFRS 13 Fair Value Measurement This amendment makes clear that the exception contained in paragraph 48 of IFRS 13 concerning the possibility of measuring the fair value of a net position (in cases where financial assets and liabilities exist with positions which offset market or credit risks) applies to all contracts included within the scope of application of IAS 39 (and in future of IFRS 9) regardless of whether it satisfies the definition of financial assets and liabilities provided in IAS 32; IAS 40 Investment Property This amendment makes it clear that IFRS 3 and IAS 40 are not mutually exclusive and that reference must be made to the specific instructions contained in the respective standards to determine whether the purchase of a property falls within the scope of application of IFRS 3 or IAS 40. An assessment must in fact be made to determine whether the acquisition of a property investment constitutes the acquisition of an asset, a group of assets or even a business combination in accordance with IFRS 3. The adoption of the above-mentioned provisions has made no appreciable impacts on the financial statements of UBI Banca. 5 The interpretation in question constitutes an important source of interpretation for defining the accounting treatment to be applied to contributions to the Single Resolution Fund (SRF) and to the Deposit Guarantee Schemes (DGS), under Directives 2014/59/EU and 2014/49/EU respectively, details of which are given in the following Section 5 “Other aspects”. 74* UBI Banca - Notes to the Financial Statements International accounting standards with application subsequent to 2015 The provisions of some EU regulations come into force in 2016. The most relevant aspects are given below. On 17th December 2014 the European Commission endorsed the following regulations: No. 28/2015 which introduces the 2010-2012 annual cycle of improvements to international accounting standards developed in the context of ordinary activities to rationalise and clarify international accounting standards. The main changes regard the following: IFRS 2 “Share-based payments” Changes were made in the standard to the definitions of “vesting conditions” and “market conditions” and further definitions of “performance conditions” and “service conditions” were added previously included in the definition of “vesting conditions”; IFRS 3 “Business combinations” The amendment makes clear that a “contingent consideration” pursuant to IFRS 3 recognised as a financial asset or liability (in accordance with IAS 39/IFRS 9) must be subject to subsequent measurement at fair value at each reporting date and the changes in fair value are recognised through profit or loss or through other comprehensive income on the basis of the requirements of IAS 39 (or IFRS 9); IFRS 8 “Operating segments” The amendments require an entity to disclose judgements made by management in applying the criteria for the aggregation of operating segments, including a description of the aggregated segments and the economic indicators considered in determining whether the operating segments share “similar economic characteristics”. Furthermore, it is specified that the reconciliation between the total of the segment assets subject to disclosure and the assets of the entity must be reported if the segment assets are reported periodically to the chief operating decision-maker. IAS 16 “Property, plant and equipment” and IAS “38 Intangible assets” The amendments have eliminated the inconsistencies in the calculation of accumulated depreciation when an item of property, plant and equipment, or an intangible asset is revalued (i.e. when the option to value at cost is discarded in favour of the alternative option to measure at fair value). The new requirements clarify that the gross carrying amount must be adjusted in a manner consistent with the revaluation of the carrying amount of the asset and that the accumulated depreciation must therefore be equal to the difference between the gross carrying amount and the carrying amount net of the impairment recognised; IAS 24 "Related party disclosures" The new provisions clarify that where an entity provides key management personnel services to a reporting entity, that entity is deemed a related party; No. 29/2015 which amends IAS 19 “Employee benefits”. The amendments are designed to regulate the recognition of employee (or third party) contributions where defined benefit plans require them to contribute to the cost of the plan. In fact in some countries pension plans require employees (or third parties) to contribute to a pension plan. The amendment makes it possible to only deduct contributions from personnel expenses that are connected with the service provided in the period in which the service is provided6. Contributions that are connected with the service, but vary on the basis of the duration of the service provided, must be allocated to the period of service using the same method of allocation applied to the benefits. On 23rd November 2015 the European Commission endorsed Regulation (EU) No. 2113/2015 which endorses the amendments published by the IASB on 30th June 2014, to the accounting standards IAS 16 “Property, plant and equipment” and IAS 41 “Agriculture”. In the current version of the standard, contributions are deducted from personnel expense in the accounting period in which they are paid. 6 75* UBI Banca - Notes to the Financial Statements While this amendment is of extremely little importance to a company in the banking sector, we report that the amendment made consists of putting the accounting treatment for plants that are used for the cultivation of farming products over a number of years, known as produce bearing plants, on the same basis as that reserved for tangible assets dealt with in IAS 16 “Property, plant and equipment”. On 24th November 2015 the European Commission endorsed Regulation (EU) No. 2173/2015 which endorsed the amendments, published by the IASB on 6th May 2014, to the accounting standard IFRS 11 “Joint arrangements”. This amendment provides new guidelines on the accounting treatment for acquisitions of interests in joint operations which constitute a business. In other words, the standard as amended requires the application of the provisions of IFRS 3 in terms of the purchase method for recognising the purchase of a joint operation, commensurate naturally to the percentage interest acquired. On the basis of the “purchase method”, the identifiable assets acquired (inclusive of any intangible assets previously not recognised by the enterprise acquired) and the identifiable liabilities assumed (inclusive of the contingent liabilities) must be recognised at their respective fair value on the acquisition date. On 2nd November 2015 the European Commission endorsed Regulation (EU) No. 2231/2015 which endorsed the amendments published by the IASB on 12th May 2014 to accounting standards IAS 16 “Property, plant and equipment” and IAS 38 “Intangible assets”. The amendment in question clarifies when it might be appropriate to use depreciation methods based on revenue or on the basis of a schedule that depreciates tangible and intangible assets on the basis of revenue generated by the use of those assets. On 15th December 2015 the European Commission endorsed Regulations (EU) No. 2343/2015 which introduces the 2012-2014 annual cycle of improvements to international accounting standards. The main changes made regard the following: IFRS 5 Non-current assets held-for-sale and discontinued operations The amendment introduces specific guidance on IFRS 5 for cases where an entity reclassifies an asset out of the held-for-sale class into the held-for-distribution class (or vice versa), or when the requirements for the classification of an asset held-for-distribution are no longer met. The amendments state that : o these reclassifications do not constitute a change to a plan (to sell or to distribute) and therefore the classification and measurement criteria remain valid; o the assets that no longer meet the criteria for classification as held-for-distribution should be treated in the same way as an asset that ceases to be classified as held-for-sale. IFRS 7 Financial instruments: disclosures The amendment regulates the introduction of further guidance to clarify whether a servicing contract constitutes a remaining involvement in a transferred asset for the purposes of the disclosures required in relation to transferred assets. It further clarifies that disclosures on offsetting financial assets and liabilities are not explicitly required for all interim financial statements, but that nevertheless those disclosures could be necessary to comply with the requirements of IAS 34 in cases where the information is significant. IAS 19 Employee benefits The document clarifies that in order to determine the discount rate for post-employee benefits reference must be made to high quality corporate bonds denominated in the same currency used for the payment of the benefits and that the depth of the relative market should therefore be assessed at currency level. IAS 34 Interim financial reporting The document introduces amendments in order to clarify that some information requested must be included in interim financial statements or at least in other parts of the documents such as the interim financial report but with the proviso that cross-references to that other section must be given in the interim financial statement. In this last case the report must be made available to readers of the financial statements in the same way and at the same time as for the interim financial report, otherwise the latter is to be considered incomplete. 76* UBI Banca - Notes to the Financial Statements On 18th December 2015 the European Commission endorsed the following regulations: No. 2406/2015 endorses the amendment published by the IASB on 18th December 2014 to accounting standard IAS 1 “Presentation of Financial Statements”. As part of the broader process to improve financial reporting disclosures, the amendment in question makes limited changes to IAS 1 designed to provide clarification on matters which might be perceived as an impediment to the clear and intelligible preparation of financial reports; No. 2441/2015 which endorses the amendment published by the IASB on 12th August 2014 to accounting standard IAS 27 “Consolidated and separate financial statements”. The amendment in question introduces the possibility in the separate financial statements of the investor to measure investments in subsidiaries, joint ventures or companies subject to significant influence using the equity method. The adoption of the above-mentioned provisions will have no appreciable impacts on the financial statements of UBI Banca7. International accounting standards not endorsed as at 31st December 2015 Principio (IAS/IFRS) Interpretation (SIC/IFRIC) Amendments Date of publication IFRS 14 IFRS 15 IFRS 9 Regulatory deferral accounts Revenue from contracts with customers Financial Instruments 30/01/2014 28/05/2014 24/07/2014 IFRS 10, IAS 28 Sale contribution of assets between an investor and its Associate or Joint Venture 11/09/2014 IFRS 10, IFRS 12, IAS 28 Investment Entities: applying the consolidation exception 18/12/2014 The standards listed above are not applicable for the purposes of the preparation of the 2015 separate annual report because their application is subject to endorsement by the European commission through the issue of specific EU Regulations. To provide full information we report that after 31st December 2015 the IASB issued the following: on 13th January 2016, the accounting standard IFRS 16 “Leases” destined to replace IAS 17 “Leases” from the financial year 2019; and on 19th January 2016, an amendment to IAS 12 “Recognition of deferred tax assets for unrealised losses”; on 29th January 2016, an amendment to IAS 7 “Disclosure initiative”. Amendments to IAS 39 As already reported in the 2014 Annual Report, which may be consulted for full information, on 24th July 2014 the IASB issued the accounting standard IFRS 9 “Financial Instruments”, which therefore brought to conclusion the process of the full revision of IAS 39 “Financial Instruments: Recognition and Measurement”, divided into three stages: “Classification and Measurement”; “Impairment”; and “General Hedge Accounting”8. The standard in question, adoption of which will be compulsory from 1st January 2018 is still going through the endorsement process by the European Commission as part of which the 7 With specific reference to the option introduced with regulation EU No. 2442/2015, by the amendment to IAS 27, the UBI Group will consider whether to take this up during the current year. 8 For full information we report that in April 2014 the IASB published the discussion paper “Accounting for Dynamic Risk Management: a Portfolio Revaluation Approach to Macro Hedging” which, in line with the dynamic procedures for the management of interest rate risk adopted by banks, sets out a possible accounting approach (a “portfolio revaluation approach”) designed to better reflect the dynamic management of risk by management in the financial statements of an entity. Following the observations received during the consultation stage, in July 2015 the IASB decided to assign the “macrohedging” project to the relative research programme and it postponed publication of the Exposure Draft until after a further discussion paper had been prepared. 77* UBI Banca - Notes to the Financial Statements European Financial Reporting Advisory Group (EFRAG) issued a favourable opinion on 4th May 20159. Endorsement of the accounting standard is scheduled for the first half of 2016 and only after that will it become applicable in the member states of the European Union. The provisions of the new standard are summarised below. Classification and measurement IFRS 9 lays down the following criteria for the classification of financial assets10: a) the business model of the company to manage financial assets; and b) the characteristics of the contractual cash flows from the financial assets, and on this basis it gives the following three categories in which they may be classified: “Amortised Cost” (AC); “Fair value through other comprehensive income” (FVOCI); “Fair value through profit or loss (FVPL)”. The “Amortised Cost” category Financial assets held to collect their contractual cash flows are classified in this category. The presence of sales activities is not necessarily inconsistent with the definition of a business model required for classification in the “amortised cost” category. For example infrequent sales of modest amount may take place as part of that business model if they are performed in cases of increased credit risk11. The “Fair value through other comprehensive income (FVOCI)" category This category is for the classification of financial assets: for which the contractual cash flows consist exclusively of the payment of principal and interest; held to collect the contractual cash flows and also cash flows from the sales of the assets. This business model involves greater sales activity than that of the business model associated with the “Amortised cost” category. The interest income, gains and losses from exchange rate losses and write-downs due to impairment of financial instruments classified in the FVOCI category together with reversals of impairment losses are recognised through profit or loss, while other changes in fair value are recognised through other comprehensive income (OCI). At the time of sale (or possible reclassification into other categories due to a change of business model), cumulative profits or losses recognised in OCI are reclassified through profit or loss. The“fair value through profit or loss” category Financial assets are classified and measured according to this criteria, that are not managed on the basis of the two business models specified for the “amortised cost” and “fair value through other comprehensive income” categories12. For equity instruments only, an irrevocable option may be exercised on initial recognition for the classification and measurement of the financial assets at FVOCI. Exercise of this option involves recognising all changes in fair value within other comprehensive income (OCI) without the possibility of reclassifying them through profit or loss (neither for impairment loss nor for subsequent disposal). Dividends are recognised through profit and loss. 9 Body responsible for assessing the adoption of IFRS in Europe. Financial assets are classified in their entirety, and therefore those that contain embedded derivatives are not subject to bifurcation rules. 11 Nevertheless if the sales carried out by a company are not infrequent and of insignificant amount, it must be considered within which limits that sales activity is consistent with a business model that consists mainly of collecting contractual cash flows. 12 To complete the information given, the “OCI option” is available for this category, but only for equity instruments. Under this option only dividends are recognised through profit or loss, while all other components whether fair value movements or actually realised, inclusive of gains and losses realised on the sale of an asset, are recognised within the statement of other comprehensive income (OCI). 10 78* UBI Banca - Notes to the Financial Statements As concerns financial liabilities, the provisions of IAS 39 have been reproduced almost entirely in IFRS 9. As provided for by IAS 39, this standard allows financial liabilities to be measured on the basis of the “fair value through profit or loss” criterion (i.e. the “fair value option”) in the presence of determined conditions, providing for changes in the fair value of financial liabilities due to changes in the credit rating of the issuer to be recognised through other comprehensive income and no longer through profit or loss. Impairment The IFRS 9 model is forward-looking and requires immediate recognition of credit losses expected during the lifetime of the financial instrument. As opposed to IAS 39, according to which the measurement of credit losses is based solely on those resulting from past events and current conditions, the IFRS 9 impairment model requires an estimate of credit losses to be made on the basis of supportable information, that is available without undue cost or effort and that includes historical, current and forecast information13. As opposed to IAS 39, IFRS 9 has a single impairment model to be applied to different financial instruments such as financial assets measured at amortised cost and those measured at fair value through other comprehensive income. More specifically, for financial assets that are not impaired when purchased (or originated) the loss allowance for expected credit losses must be calculated by one of the following methods: basing it on the amount of the expected credit losses in the following twelve months (expected losses resulting from default events on financial assets considered possible within twelve months from the date of the end of the financial year). That method must be applied when the credit risk at the balance sheet date is low or has not increased significantly since initial recognition; or, basing it on the amount of the expected credit losses over the full lifetime of the instrument (expected losses resulting from default events on financial assets considered possible over the full lifetime of the financial asset). This method must be applied when the credit risk has increased significantly since initial recognition and also for contractual assets and trade loans and receivables which do not contain significant financial components on the basis of IFRS 15 definitions. Hedge accounting IFRS 9 contains provisions relating to what is termed the “general hedge accounting model” designed to better reflect risk management policies. To give examples, but not limited to these, the standard therefore broadens the range of risks for which hedge accounting may be applied to non-financial assets, it eliminates the compulsory quantitative effectiveness test and it no longer requires retroactive assessment of the effectiveness of a hedge. While more flexibility is introduced, the new standard requires even more detailed disclosure on risk management activities by management. For full information we report that in April 2014 the IASB published the discussion paper “Accounting for Dynamic Risk Management: a Portfolio Revaluation Approach to Macro Hedging” which, in line with the dynamic procedures for the management of interest rate risk adopted by banks, sets out a possible accounting approach (a “portfolio revaluation approach) designed to better reflect the dynamic management of risk by management in the financial statements of an entity. Following the observations received during the consultation stage, in July 2015 the IASB decided to assign the “macrohedging” project to the relative research programme and it postponed publication of the Exposure Draft until after a further discussion paper had been prepared. The standard defines expected credit losses as the “weighted average of credit losses with the respective risks of a default occurring as the weights”. Expected losses must be estimated by considering possible scenarios and therefore by considering the best available information on past events, current conditions and supportable forecasts of future events, known as a “forward looking approach”. 13 79* UBI Banca - Notes to the Financial Statements The IFRS 9 project at UBI Banca The importance of the future changes introduced by the new accounting standard appear quite clear from the above, especially with regard to the expected loss model applicable to estimates of the value of financial instruments. As a consequence of this, and in consideration of the complexity of the implementation of the standard in question, UBI Banca has taken part from the outset in a project run by the Italian Banking Association and in the second half 2015 it launched its own transition project, the main details of which are given below. The architecture of the project runs along three lines of activity: 1. assessment: the aim is to assess the potential impacts of the new standard with respect to regulatory aspects, risk models, administration, organisation, IT software and business; 2. design: aimed in particular at defining detailed specifications in IT and organisational terms; 3. implementation: aimed at the implementation and execution of the actions identified and defined in the previous stages of the project. Assessment activity is currently in progress at present. It will probably come to a close by the end of the first quarter of 2016 and the main results can be summarised as follows: identification of regulatory and accounting modifications and the consequent preliminary definition of accounting practices for the necessary aspects; identification of the preliminary impacts in terms of business, risk models, organisation and IT systems; definition of criteria for the recognition and transfer of financial instruments and for loans in particular, among the three stages laid down by IFRS 9 on the basis of credit quality, with consequent different estimates of the value of the instrument (twelve month expected credit loss vs. lifetime expected credit loss). The studies conducted so far with the project confirm the significance of the changes introduced by the new standard in relation to the impairment model applicable to all financial assets (except for those recognised at FVPL). This lends weight as a consequence to the expectation held by the whole national and international banking industry that the degree of write-downs will increase compared with those estimated with the model currently in use, especially with regard to financial assets that have not defaulted14, or in other words those located in stages one and two as defined in the standard. On the other hand there are no significant expectations of asset reclassifications on the basis of the provisions for the classification of financial assets contained in IFRS 9. As already stated, the project will continue with design activity in the second half and subsequently with implementation. Future interim financial reports will provide information on this. IFRS 15 “Revenue from Contracts with Customers” It is reasonable to consider that, within the meaning of IFRS 9, defaulted financial instruments will be placed in stage three. Application of the lifetime expected credit loss model is conceptually similar to the model currently in use for measuring write-downs on a case-by-case basis. 14 80* UBI Banca - Notes to the Financial Statements On 28th May 2014 the IASB published the standard IFRS 15 which from 1st January 2018 will replace15 the standards IAS 18 “Revenue” and IAS 11 “Construction contracts”, as well as the interpretations IFRIC 13 “Customer loyalty programmes”, IFRIC 15 “Agreements for the construction of real estate”, IFRIC 18 “Transfers of assets from customers” and SIC 31 “Revenue – Barter transactions involving advertising services”. The standard establishes new procedures for the recognition of revenue, which will apply to all contracts entered into with customers except for those that fall within the scope of application of other IFRS standards such as leases, insurance contracts and financial instruments. The fundamental steps in the accounting treatment of revenues according to the new standard are as follows: the identification of a contract with the customer; the identification of the performance obligations of the contract; determination of the price; allocation of the price to the performance obligations of the contract; the criteria for the recognition of revenue when an entity satisfies each performance obligation. The main components of UBI Banca’s revenues do not fall within the scope of application of IFRS 15, because they are regulated by the provisions of IAS 39 (and IFRS 9). As concerns those components of revenues of a fee and commission nature that do not fall within the scope of application of IAS 39 or IFRS 9, assessments must be carried out on first time adoption of IFRS 15 to determine the following: the prices of the relative transactions including the variable components, which must be allocated to one or more performance obligations; and whether the performance obligations are satisfied “over time” or at a “point in time”. Furthermore, the presentation of revenue on a gross or net basis will depend on an analysis of the “principal” or “agent” role played by the entity in the transaction. At present, while waiting to start a detailed analysis of contracts with customers, it is not possible to provide a reasonable estimate of the impacts resulting from the application of the standard, which UBI Banca expects will not be significant. Section 3 Subsequent events With regard to the provisions of IAS 10, subsequent to 31st December 2015, the reporting date, and until 10th February 2016, the date on which the proposed Annual Report was authorised by the Management Board for submission to the Supervisory Board, no events occurred to make adjustments to the figures presented in the report necessary. For information purposes, the following events are mentioned: on 19th January 2016 UBI Banca received authorisation and a licence from the Federal Reserve and from New York State Department of Financial Services to open a representative office in New York. The official opening took place on 20th January 2016; on 25th January 2016, with the presentation of the necessary information to trade unions, UBI Banca commenced negotiation procedures regarding the refinement and optimisation of the Group’s organisational structure. Further details are given in the section “Significant events occurring in 2015” in the Consolidated Management Report; on 26th January 2016 UBI Banca communicated the results of the option and pre-emption offering at a price of €7.2880 each on the 35,409,477 shares of the Bank subject to withdrawal following the transformation into a joint stock company (the offering closed on While early application is allowed, it is underlined that as can be seen from the table which lists accounting standards issued but not yet endorsed as at 31st December 2015, the standard has not yet been endorsed by the European Commission. At present endorsement is expected for the second half of 2016. 15 81* UBI Banca - Notes to the Financial Statements 12th January). Requests were received to purchase 58,322 of these shares and the remaining 35,351,155 shares on which options had not been taken up were offered on the Mercato Telematico Azionario (“MTA” – electronic stock exchange) for one day on 28th January 2016, but no shares were purchased. As a consequence, on 3rd February 2016 settlement of the trades of the 58,322 UBI Banca shares subject to the exercise of option and pre-emption rights took place. The payment of the consideration for the shares purchased as well as the assignment of the shares in favour of those holding those rights took place through Monte Titoli and the respective intermediaries; on 27th January 2016 a shareholders’ pact was stipulated entitled Patto dei Mille (“Pact of the Thousand”) for the purpose of governing prior consultation between the holders of syndicated shares, the exercise of voting rights attaching to the syndicated shares and some limits on the circulation of these shares. The Patto dei Mille is open in nature and was formed with a view to safeguarding the underlying principles which have characterised the activities of Banca Popolare di Bergamo in enhancing the resources of the community in which it is based. On 1st February 2016, 65 shareholders adhered to the pact, who as a whole pledged 20,500,412 ordinary shares to it, accounting for 2.273% of the total voting rights representing the share capital of UBI Banca. on 8th February 2016, after obtaining Casablanca Finance City status, UBI Banca received authorisation from the Moroccan Central Bank to open a representative office in Casablanca. Section 4 Other aspects BRRD Directive (Bank Recovery and Resolution Directive – 2014/59/EU) and DGS Directive (Deposit Guarantee Schemes – 2014/49/EU) As already fully reported in the half year financial report for 2015 and making reference to the section “European banking union” in the “Consolidated management report”, we report that with regard to compliance with national and regulatory EU regulations the following EU directives are of importance for the 2015 annual report: The BRRD Directive (Bank Recovery and Resolution Directive – 2014/59/EU) which defines the new resolution rules applicable to all banks in the European Union from 1st January 2015. The measures will be financed by the National Resolution Fund that has been paid into the Single Resolution Fund (SRF) since 1st January 2016 and will be managed by the Single Resolution Board (SRB). The DGS Directive (Deposit Guarantee Schemes – 2014/49/EU) is designed to strengthen depositor protection and harmonise the regulatory framework at EU level and it requires all member states to adopt ex-ante financing procedures. In its 2015 financial statements, UBI Banca has recognised the following costs in the income statement under the item “Other administrative expenses”16, in application of the interpretation IFRIC 21 “Levies”, according to which the liability relating to the payment of a levy, which the contributions in question can be classified as, arises at the time when the “obligating event” occurs: €41.9 million in relation to the annual quota due to the National Resolution Fund. More specifically, €10.5 million of this amount is attributable to the annual “ordinary contribution” to the fund mentioned and €31.4 million relates to the “extraordinary contribution” requested by the fund in the maximum amount allowed under Art. 83 of 16 In this respect, the national supervisory authority also made an announcement in a communication dated 19th January 2015 with specific regard to BRRD costs, stating that these expenses related to forms of contribution considered on a par with levies from an accounting viewpoint. 82* UBI Banca - Notes to the Financial Statements Legislative Decree No. 180/2015, which is three times the average annual amount of the ordinary contributions. The latter contribution was due to the measures taken by the fund for the resolution of the crises of the following banks: Banca Marche, Banca Popolare dell’Etruria e del Lazio, Cassa di Risparmio di Ferrara and CariChieti all in extraordinary administration; €2 thousand, in relation to the quota for the year 2015, accruing for one half-year period only in accordance with the DGS Directive. Since the procedures for the national implementation of the directive had not been completed, these contributions were requested by the Interbank Deposit Protection Fund (IDPF), after first making amendments to its constitution which basically introduced the new financing mechanism in advance. The aforementioned amendments also introduced a voluntary provision (“voluntary scheme”) in addition to that regulated by Directive 49, designed to support banks in extraordinary administration or conditions of great difficulty where concrete turnaround prospects are found and measures adopted by the Bank of Italy have been taken designed for the reduction and/or conversion of capital instruments into Common Equity Tier 1 capital. Adherence on a voluntary basis to the scheme involves signing up to a two-year maximum industry-wide commitment of €300 million. The request to make that commitment is taken on the basis of decisions made by the governance of the scheme in a manner totally independent and separate from the obligatory scheme and is at the moment made only with regard to intervention made by the sector nationally in the years 2013 and 2014 to assist Banca Tercas, for a total of €295 million, if the European commission should consider the operation as “state aid”. In this respect we report that the intervention will not involve any further costs for UBI, over and above those already incurred in the aforementioned years totalling €4 thousand, because the funds raised by means of the voluntary scheme would essentially replace those already paid by the Interbank Deposit Protection Fund and returned in the meantime by Banca Tercas. Finally to complete this information we report that the 2016 Legge di stabilità (“stability law” – annual finance law) created a solidarity fund designed to reimburse investors holding subordinated financial instruments issued by the four banks subject to resolution procedures. While at present the relative ministerial decrees that will define and regulate the contribution are still in the pipeline, we report that in future the fund in question, which will amount to up to €100 million, will receive its financing from the Interbank Deposit Protection Fund. Leaving incentives – Company reorganisation The programme of rationalisation initiatives, connected, amongst other things, with containing operating costs is fully described in the section “Significant events that occurred during the year” in the Management Report, which may be consulted. With particular regard to the redundancy scheme, as concerns the more strictly accounting aspects of the operation, procedures relating to trade union negotiations were concluded on 23rd December 2015, with an agreement containing provisions for the voluntary early retirement of around 51 staff. In relation to the aforementioned programme, an expense of €13.3 million was recognised in the income statement for 2015 under the item “staff costs” net of non-significant discounting to present values and subject to normalisation given the non-recurring nature of the item. These expenses were composed as follows: €7.6 million against the item “other liabilities” on the basis of the final nature of the amount because it relates to staff who had already applied to participate in the previous redundancy scheme and were surplus to it; €5.7 million against the item “Provisions for risks and charges”, because it related to staff whose application approval will be finalised in February 2016. Impairment of available-for-sale securities In the 2015 financial statements, the fair value measurement of available-for-sale securities resulted in the recognition of impairment losses through profit and loss of approximately €15.6 million. More specifically we report that €13.6 million of this was attributable to the write-down of 83* UBI Banca - Notes to the Financial Statements two Lower Tier 2 subordinated securities issued by Banca Popolare dell’Etruria e del Lazio and Banca delle Marche. We report in this regard that the solution to the crisis of the four banks in extraordinary administration (Banca Marche, Banca Popolare dell’Etruria e del Lazio, Cassa di Risparmio di Ferrara and CariChieti) that the government and the Bank of Italy found in order to turn them around and ensure that their business operations continued allowed the full protection of savings held in the form of deposits, current accounts and ordinary bonds and the losses accumulated by the aforementioned banks to be absorbed in the first instance by the highest risk financial instruments such as shares and subordinated bonds. In this respect the Bank of Italy communication dated 22nd November 2015 stated that “Recourse to shares and subordinated bonds to cover losses is expressly required as a precondition for the solution of banking crises by European regulations (‘Bank Recovery and Resolution Directive – BRRD’) implemented in Italian law on 16th November 2015 with Legislative Decree No. 180/2015”. On the basis of the above, from an accounting viewpoint the carrying amount of the subordinated bonds in question was written off in the fourth quarter as summarised below. (figures in millions of euro) bond B.ca Popolare Etruria 06/16 TV B.ca delle Marche 05/15 TV nominal value maturity date total loss recognised through profit and loss of which in the 2015 of which in prior years carrying amount as at 31.12.2015 10.0 14.07.2016 10.0 10.00 0.00 0.00 5.0 22.12.2015 5.0 3.63 1.37 0.00 The national consolidated tax option The Testo Unico delle Imposte sui Redditi (Consolidated Income Tax Act) grants the option for companies belonging to the same Group to calculate a single total income corresponding, generally speaking, to the algebraic sum of the taxable income of the different companies (the Parent and companies directly and/or indirectly controlled by more than 50% according to certain requirements) and as a consequence to calculate a single tax on the income of the companies in the Group (known as a “national tax consolidation”, regulated by articles 117-129 of the Consolidated Income Tax Act). In view of this option, the Italian companies in the Group adhered to the national tax consolidation of the Parent, UBI Banca, and calculated the tax expense relating to them by transferring the corresponding taxable income to the Parent. 84* UBI Banca - Notes to the Financial Statements A.2 – THE MAIN ITEMS IN THE FINANCIAL STATEMENTS 1. Financial assets and liabilities held for trading and financial assets and liabilities designated at fair value This category includes: 1.1. Definition of financial assets and liabilities held for trading A financial asset or liability is classified as held for trading (at fair value through profit or loss – FVPL) and is stated within either item 20 “Financial assets held for trading” or item 40 “Financial liabilities held for trading”, if it is: acquired or incurred for sale or repurchase in the short term; part of a portfolio of identified financial instruments which are managed together and for which there is evidence of a recent and effective strategy of short term profit taking; a derivative (except for derivatives designated and effective as a hedging instrument – see the relative section below). 1.1.1. Derivative financial instruments A “derivative” is defined as a financial instrument or other contract with the following characteristics: its value changes in response to the change in an interest rate, in the price of a financial instrument, in a commodity price, in a foreign currency exchange rate, in a price, interest rate or credit rating index, or credit worthiness index or other specific variable; it requires no initial investment, or a net initial investment that is smaller than would be required for other types of contract from which a similar response to changes in market factors would be expected; it is settled at a future date. The Bank holds derivative financial instruments for both trading and for hedging purposes (see the relative section below for information on the latter). 1.1.2. Embedded derivative financial instruments An "embedded derivative financial instrument" is defined as a component of a hybrid (combined) instrument which also includes a “host” non derivative contract such that some of the cash flows of the combined instrument behave in a way similarly to the derivative as a stand-alone instrument. The embedded derivative is separated from the host contract and treated in the accounts as a stand-alone derivative if and only if: the economic risks and characteristics of the embedded derivative are not closely related to the economic risks and characteristics of the host contract; a separate instrument with the same conditions as the embedded derivative would satisfy the definition of a derivative; the hybrid (combined) instrument is not recognised within financial assets or liabilities held for trading. 1.2. Definition of financial assets and liabilities designated at fair value Financial assets and liabilities may be designated on initial recognition within “financial assets and liabilities designated at fair value” and recognised within items 30 “Financial assets designated at fair value” and 50 “Financial liabilities designated at fair value”. A financial asset/liability is designated at fair value through profit or loss on initial recognition only when: a) it is a hybrid contract containing one or more embedded derivatives and the embedded derivative significantly alters the cash flows that would otherwise be generated by the contract; 85* UBI Banca - Notes to the Financial Statements b) the designation at fair value through profit or loss allows better information to be provided because: it eliminates or considerably reduces an asymmetry in the measurement or in the recognition, which would otherwise result from the valuation of assets or liabilities or from recognition of the relative profits and losses on a different basis; or a group of financial assets, financial liabilities or of both is managed and its performance is measured on the basis of its fair value according to a documented risk management procedure or investment strategy and the information on the group is provided internally on that basis to senior managers with strategic responsibilities. 1.3. Recognition criteria The financial instruments “Financial assets and liabilities held for trading and financial assets and liabilities designated at fair value” are recognised either: - at the time of settlement if they are debt or equity instruments; or, - on the trade date, if they are derivative contracts. Measurement on initial recognition is at cost considered to be the fair value of the instrument without considering any transaction costs or income directly attributable to the instruments themselves. 1.4. Measurement criteria Subsequent to initial recognition, the financial instruments in question are measured at fair value with changes recognised in the income statement within item 80 “Net trading income (loss)”, for assets/liabilities held for trading and within item 110 “Net income/expense on financial assets and liabilities designated at fair value” for financial assets/liabilities designated at fair value”. The measurement of the fair value of the assets and liabilities in question is based on prices quoted on active markets or on internal valuation models which are generally used in financial practice as described in greater detail in Part A.4 “Information on fair value” of the Notes to the financial statements. 1.5. Derecognition criteria “Financial assets and liabilities held for trading and financial assets and liabilities designated at fair value” are derecognised in the accounts when the rights to the cash flows from the financial assets or liabilities expire or when the financial assets or liabilities are transferred with the substantial transfer of all the risks and rewards deriving from ownership of them. The result of the transfer of financial assets or liabilities held for trading is recognised in the income statement within item 80 “Trading income (loss)”, while the result of the transfer of financial assets or liabilities designated at fair value is recognised within item 110 “Net income/expense on financial assets and liabilities designated at fair value. 2. Available-for-sale financial assets 2.1. Definition Available-for-sale financial assets (AFS) are defined as non-derivative financial assets designated on initial recognition as such or that are not classified as: (1) (2) (3) loans and receivables (see section below); financial investments held until maturity (see section below); financial assets held for trading and measured at fair value recognised through profit or loss (see section below). These financial assets are recognised within item 40 “Available-for-sale financial assets”. 86* UBI Banca - Notes to the Financial Statements 2.2. Recognition criteria Available-for-sale financial assets are recognised initially when, and only when, the company becomes a party in the contract clauses of the instrument and that is on the date of settlement, at fair value which generally coincides with the cost of them. This value includes costs or income directly connected with the instruments themselves. The recognition of available-for-sale financial assets may result also from the reclassification out of “held-to-maturity investments” or, but only in rare circumstances and in any case only if the asset is no longer held for sale or repurchase in the short term, out of “financial assets held for trading”; in these cases the recognition value is the same as the fair value at the moment of reclassification. 2.3. Measurement criteria Subsequent to initial recognition, available-for-sale financial assets continue to be recognised at fair value with interest (resulting from application of the amortised cost) recognised through profit or loss and changes in fair value recognised in equity within item 140 “Valuation reserves”, except for losses due to impairment, until the financial asset is derecognised, at which time the profit or loss previously recognised in equity must be recognised through profit or loss. Equity instruments for which the fair value cannot be reliably measured are recognised at cost. The measurement of the fair value of available-for-sale financial assets is based on the prices quoted on active markets or on internal measurement models which are generally used in financial practice as described in greater detail in Part A.4 “Information on fair value” of the Notes to the financial statements. At the end of each financial year or interim reporting period, objective evidence of impairment is assessed, which in the case of equity instruments is also held to be significant or prolonged. As concerns the significance of the impairment, significant indications of impairment exist where the market value of an equity instrument is less than 35% of its historical cost of acquisition. In this case impairment is recognised through profit or loss without further analysis. If the impairment is less then it is recognised only if the measurement of the instrument performed on the basis of its fundamentals does not confirm the soundness of the company and that is its earning prospects. As concerns the permanence of the impairment, it is defined as prolonged when the fair value remains below its historical cost of purchase for a period of longer than 18 months. In this case the impairment is recognised through profit or loss without further analysis. If the fair value continues to remain below its historical purchase cost for periods shorter than 18 months, then the impairment to be recognised through profit or loss is determined by considering, amongst other things, whether the impairment is attributable to general negative performance by stock markets rather than to the specific performance of the individual counterparty. If there is permanent impairment, the cumulative change, including that previously recognised in equity under the aforementioned item, is recognised directly in the income statement within item 130 “Net impairment losses on b) available-for-sale financial assets”. Permanent impairment loss is recognised when the acquisition cost (net of any repayments of principal and amortisation) of an available-for-sale financial asset exceeds its recoverable amount. Any recoveries of value, which are only possible when the causes of the original permanent impairment no longer exist are treated as follows: if they relate to investments in equity instruments, then with a balancing entry directly in the equity reserve; if they relate to investments in debt instruments, they are recognised in the income statement within item 130 “Net impairment losses on b) available-for-sale financial assets”. 87* UBI Banca - Notes to the Financial Statements The amount of the reversal of the impairment loss may not in any case exceed the amortised cost which, in the absence of previous impairment losses, the instrument would have had at that time. Because UBI Banca applies IAS 34 “Interim financial reporting” to its half year interim reports with consequent identification of a half year “interim period”, any impairment losses are recognised historically at the end of the half year. 2.4. Derecognition criteria Available-for-sale financial assets are derecognised in the accounts when the contractual rights to the cash flows from the financial assets expire or when the financial assets are sold with the substantial transfer of all the risks and benefits deriving from ownership of them. The result of the disposal of available-for-sale financial assets is recognised in the income statement within item 100 “Income/expense from the disposal or repurchase of b) available-for-sale financial assets”. Upon derecognition, any corresponding amount of what was previously recognised in equity under item 140 “Valuation reserves” is written off against the income statement”. 3. 3.1. Held-to-maturity investments Definition Held-to-maturity investments (HTM) are defined as non-derivative financial assets with fixed or determinable payments and fixed maturity that an entity intends and is able to hold to maturity. Exception is made for those: (a) held for trading and those designated upon initial recognition at fair value through profit or loss (see previous section); (b) designated as available for sale (see previous section); (c) which satisfy the definition of loans and receivables (see section below). When annual and interim reports are prepared the intention and ability to hold financial assets until maturity is assessed. The assets in question are recognised under item 50 “Held-to-maturity investments”. 3.2. Recognition criteria Held-to-maturity investments are recognised initially when, and only when, the company becomes a party in the contract clauses of the instrument and that is on the date of settlement, measured at cost inclusive of any costs and income directly attributable to it. If the recognition of assets in this category is the result of the reclassification out of “available-for-sale financial assets” or, but only and only in rare circumstances if the asset is no longer held for sale or repurchase in the short-term, out of the “financial assets held for trading”, the fair value of the assets as measured at the time of the reclassification is taken as the new measure of the amortised cost of the assets. 3.3. Measurement criteria Held-to-maturity investments are valued at amortised cost using the criteria of the effective interest rate (see the section below “loans and receivables” for a definition). The result of the application of this method is recognised in the income statement within item 10 “Interest and similar income”. When annual financial statements or interim reports are prepared, objective evidence of the existence of an impairment of the value of the assets is assessed. If there is permanent 88* UBI Banca - Notes to the Financial Statements impairment, the difference between the recognised value and the present value of expected future cash flows discounted at the original effective interest rate is included in the income statement under the item 130 “Net impairment losses on c) held-to-maturity investments”. Any recoveries of value recorded, should the cause that gave rise to the previous recognition of impairment loss no longer exist, are recognised under the same item in the income statement. The fair value of held-to-maturity investments is measured for disclosure purposes or where effective currency or credit risk hedges exist (in relation to the risk hedged) and it is estimated as described in greater detail in Part A.4 “Information on fair value” of the Notes to the financial statements. 3.4. Derecognition criteria Held-to-maturity investments are derecognised when the rights to the cash flows from the financial assets expire or when the financial assets are sold with the substantial transfer of all the risks and rewards deriving from ownership of them. The result of the disposal of held-to-maturity financial assets is recognised in the income statement under the item 100 “Income/expense from disposal or repurchase of c) held-to-maturity investments”. 4. 4.1. Loans and receivables Definition Loans and receivables (L&R) are defined as non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The following are exceptions: (a) those which it is intended to sell immediately or in the short-term, that are classified as held for trading and those that may have been designated on initial recognition as at fair value through profit or loss; (b) those designated upon initial recognition as available for sale; (c) those for which the holder may not recover substantially all of its initial investment, other than because of credit deterioration; in this case they are classified as available-for-sale. Loans and receivables are recognised under the items 60 “Loans and advances to banks” and 70 “Loans and advances to customers”. 4.2. Recognition criteria Loans and receivables are initially recognised in the accounts when the company becomes part of a loan contract, which is to say when the creditor acquires the right to the payment of the sums agreed in the contract. That moment corresponds to the date on which the loan is granted. Recognition in this category may result also from the reclassification out of “available-for-sale financial assets” or, but only and only in rare circumstances if the asset is no longer held for sale or repurchase in the short term, out of “financial assets held for trading”. The amount initially recognised is that of the fair value of the financial instrument which is the same as the amount granted inclusive of costs or income directly attributable to it and determinable from the outset, independently of when they are paid. The amount of the initial recognition does not include all those expenses that are reimbursed by the debtor counterparty or that are attributable to internal expenses of an administrative character. If the recognition is the result of reclassification, the fair value of the asset recognised at the time of the reclassification is taken as the new measure of the amortised cost of the assets. For loans not granted under market conditions, the initial fair value is calculated by using special measurement techniques described below; in these circumstances the difference between the fair value that is calculated and the amount granted is included directly in the income statement within the item interest. Contango and repo agreements with the obligation or right to repurchase or resell at term are recognised in the accounts as funding or lending transactions. For transactions with a spot sale and forward repurchase, the spot cash received is recognised in the accounts as borrowings, while 89* UBI Banca - Notes to the Financial Statements the spot purchase transactions with forward resale are recognised as lending for the spot amount paid. 4.3. Measurement criteria Loans and receivables are measured at amortised cost using the criteria of effective interest. The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability was measured upon initial recognition net of principal repayments, plus or minus the cumulative amortisation using the effective interest criterion on any difference between that initial amount and the maturity amount, minus any reduction (arising from an impairment or uncollectibility). The effective interest criterion is a method of calculating amortised cost of an asset or liability (or group of assets and liabilities) and of allocating the interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument. To determine the effective interest rate, the cash flows must be estimated considering all the contractual terms of the financial instrument (e.g. prepayment, call and similar options), but future credit losses shall not be considered. The calculation includes all fees and basis points paid or received between parties to the contract that are an integral part of the effective interest rate, the transaction costs and all other premiums or discounts. At each reporting date or when interim reports are prepared, any objective evidence that a financial asset or group of financial assets has suffered impairment loss is assessed. This circumstance occurs when it is probable that a company may not be able to collect amounts due on the basis of the original contracted conditions or, for example, in the presence of: (a) significant financial difficulties of the issuer or obligor; (b) a breach of contract such as a default or delinquency in interest or principal payments; (c) the lender, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider; (d) the probability of the beneficiary declaring procedures for loan restructuring; (e) the disappearance of an active market for that financial asset due to financial difficulties; (f) observable data indicating an appreciable decrease in estimated future cash flows from a similar group of financial assets since the time of the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets of the group. The measurement of non-performing loans (termed deteriorated loans in previous financial reports) (in accordance with the definitions contained in current Bank of Italy supervisory regulations divided into: non-performing, unlikely to pay, past due) is performed on a case-bycase basis. The remaining loans are measured using, collective, statistical methods which group uniform classes of risk together. The method for calculating the impairment losses recognised on non-performing loans is based on discounting expected future cash flows for principal and interest, taking account of any guarantees attached to positions and of any advances received. The basic elements for determining the present value of cash flows are the identification of the estimated receipts, the relative maturity dates and the discount rate to apply. The amount of the loss is equal to the difference between the recognised value of the asset and the present value of expected future cash flows, discounted at the original effective interest rate. The measurement of performing loans relates to asset portfolios for which no objective evidence of impairment exists and which are therefore valued collectively. Percentage rates of loss, calculated from historical data series estimated according to the measurement method based on Basel 2 regulations, to which appropriate corrective factors are applied to give a measurement consistent with that required by the relative accounting standard, are applied to the estimated cash flows from the assets, grouped into uniform classes with similar characteristics in terms of credit risk. 90* UBI Banca - Notes to the Financial Statements If a loan is subject to individual measurement and shows no objective impairment loss, it is placed in a class of financial assets with similar credit risk characteristics and subjected to collective measurement. Permanent impairment that is found is immediately recognised in the income statement under the item 130 “Net impairment losses on a) loans” as are reversals of part or all of the impairment losses previously recognised. Reversals of impairment losses are recognised where there is an improvement in credit quality sufficient to provide reasonable certainty of prompt collection of the principal and the interest according to the original conditions of the original loan contract, or in the presence of a progressive reversal of the present value calculated at the time of recognising the impairment loss. Where loans are measured on a collective basis, any upward value adjustments or reversals of impairment losses are recalculated on a differential basis in relation to each performing loan at the measurement date. The methods used to determine the fair value of loans and receivables are described in Part A.4 “Information on fair value” of the Notes to the financial statements. The fair value is measured for all loans for information purposes only. For loans and receivables subject to effective hedging, the fair value is calculated in relation to the risk that is hedged for measurement purposes. 4.4. Derecognition criteria Loans are derecognised from the balance sheet when the rights to the cash flows from the financial assets expire or when the financial assets are sold with the substantial transfer of all the risks and rewards deriving from ownership of them and also when events to extinguish the debt occur, in accordance with the definition provided in the supervisory regulations in force. Otherwise loans continue to be recognised on the balance sheet for an amount equal to the remaining involvement, even if legal title has been transferred to a third party. The assets in question are derecognised in the balance sheet even when the Bank maintains the contractual right to receive cash flows from them, but when at the same time it has a contractual obligation to pay those cash flows to a third party. If it results from disposals, the profit or loss from the derecognition of loans and receivables is recognised in the income statement within item 100 “Income (loss) from the disposal or repurchase of a) loans”, or if it results from the aforementioned events to extinguish debt, within item 130 “Net impairment losses on a) loans and receivables”. In the latter case the events to extinguish debt consist of either official actions taken by the competent bodies of the Bank from which the total or partial non-recoverability of the financial asset results or the waiver of recovery activities for reasons of financial expediency. 5. Hedging derivatives 5.1. Definition Hedging transactions are designed to neutralise potential losses on a specific item (or group of items) attributable to a determined risk, by means of the gains realised on another instrument or group of instruments if that particular risk should actually result in losses. The Bank uses the following type of hedging transactions, appropriately represented in the accounts and described below: a fair value hedge: the objective is to offset adverse changes in the fair value of the asset or liability hedged; a cash flow hedge: the objective is to hedge against the exposure to variability in expected cash flows with respect to the initial expectations. Derivative contracts stipulated with external counterparties are designated as hedging instruments. 91* UBI Banca - Notes to the Financial Statements 5.2. Recognition criteria As with all derivatives, derivative financial instruments used for hedging are initially recognised and subsequently measured at fair value and are classified in the balance sheet under assets within item 80 “Hedging derivatives” and under liabilities within item 60 “Hedging derivatives”. A relationship qualifies as a hedge and is appropriately represented in the accounts if, and only if, all the following conditions are satisfied: at the start of the hedging transaction the relationship is formally designated and documented, including the company’s risk management objective and strategy for undertaking the hedge. This documentation includes identification of the hedging instrument, the item or transaction hedged, the nature of the risk being hedged, and how the entity will assess the hedging instrument's effectiveness in offsetting the exposures to changes in the fair value of the item hedged or in the cash flows attributable to the risk hedged; the hedging is expected to be highly effective; the planned transaction hedged, for hedging cash flows, is highly probable and presents an exposure to changes in cash flows that could have effects on the income statement; the effectiveness of the hedging can be reliably measured; the hedging is measured on an ongoing basis and is considered highly effective for all the financial years in which it was designated. 5.2.1. Methods for testing effectiveness A hedge relationship is judged effective, and as such is appropriately represented in the accounts, if at its inception and during its life the changes in the fair value or cash flows of the hedged item attributable to the hedged risk are almost always completely offset by the changes in the fair value or cash flows of the hedging instrument. This conclusion is reached when the actual result falls within a range of between 80% and 125%. The effectiveness of a hedge is tested at inception and at each reporting date by means of a prospective test designed to demonstrate the expected effectiveness of the hedge during its life. Further retrospective tests are conducted monthly on a cumulative basis where the objective is to measure the degree of effectiveness of the hedge in the reporting period and therefore to verify whether the hedge has actually been effective in the period. Derivative financial instruments that are considered hedges from a profit and loss viewpoint but which do not satisfy the requirements to be considered effective instruments for hedging are recognised under item 20 “Financial assets held for trading” or under item 40 “Financial liabilities held for trading” and the profits and losses under the corresponding item 80 “Trading income (loss)”. If the above tests do not confirm the effectiveness of the hedge, then if it is not derecognised, the derivative contract is reclassified within derivatives held for trading and the instrument hedged is again measured according to the criterion applied for its balance sheet classification. 5.3. Measurement criteria 5.3.1. Fair value hedging Fair value hedging is treated as follows: the profit or loss resulting from measuring a hedging instrument at fair value is included in the income statement under item 90 “Net hedging income (loss)”; the profit or loss on the item hedged attributable to the hedged risk adjusts the value in the accounts of the hedged item and is recognised immediately, regardless of the type of asset or liability hedged, in the income statement within the aforementioned item. Hedge accounting is discontinued prospectively in the following cases: 1. the hedging instrument expires or is sold, terminated, or exercised; 92* UBI Banca - Notes to the Financial Statements 2. 3. the hedge no longer meets the hedge accounting criteria described above; the entity revokes the designation. If the asset or liability hedged is measured at amortised cost, the higher or lower value resulting from measuring them at fair value as a result of the hedge becoming ineffective is recognised through profit or loss, according to the effective interest rate method or at constant rates in the event of a hedge on a portfolio of assets and liabilities where that method is not feasible, or in a single amount if the hedge is derecognised. The methods used for measurement of the fair value of the risk hedged in the assets or liabilities subject to hedging are described in Part A.4 “Information on fair value” of the Notes to the financial statements. 5.3.2. Cash flow hedging When a derivative is designated as a hedge of exposure to changes in expected cash flows from an asset or liability in the balance sheet or a future transaction considered highly probable, the accounting treatment of the hedge is as follows: the profits or losses (from the measurement of the hedging derivative) attributable to the effective portion of the hedge are recognised in a special reserve in equity named 130 “Valuation reserves”; the profits or losses (from measurement of the hedging derivative) attributable to the ineffective portion of the hedge are recognised directly in the income statement under item 90 “Net hedging income (loss)”; the asset or liability hedged is measured according to the class of asset or liability to which it belongs. If a future transaction occurs which involves recognising non-financial assets and liabilities, the corresponding profits or losses initially recognised under item 130 “Valuation reserves” are then transferred from that reserve and included as an initial cost of the asset or liability that is recognised. If the future hedged transaction subsequently involves recognition of a financial asset or liability, the associated profits or losses that were originally recognised under the item 130 “Valuation reserves” are reclassified to the income statement in the same reporting period or periods during which the assets acquired or liabilities incurred have an effect on the income statement. If a portion of the profits or losses recognised in the aforementioned reserve are not considered recoverable, it is reclassified into the income statement within item 80 “Net trading income (loss)”. In all cases other than those already described, the profits or losses initially recognised under the item 130 “Valuation reserves” are transferred to the income statement to reflect the time and manner in which the future transaction is recognised in the income statement. An entity must discontinue hedge accounting prospectively in each of the following circumstances: (a) the hedging instrument expires or is sold, terminated, or exercised (for this purpose the replacement or exchange of one hedging instrument with another hedging instrument is not a conclusion or termination if that replacement or exchange forms part of an entity’s documented hedging strategy). In this case the total profit (or loss) on the hedging instrument continues to be recognised directly in equity until the reporting period in which the hedge became effective and it continues to be recognised separately until the programmed hedging transaction occurs; (b) the hedge no longer satisfies the criteria for hedge accounting. In this case the total profit or loss on the hedging instrument continues to be recognised directly in equity starting from the reporting period in which the hedge became effective and it continues to be recognised separately in equity until the programmed hedging transaction occurs; (c) it is no longer considered that the future transaction should occur, in which case any related total profit or loss on the hedging instrument recognised directly in equity starting from the reporting period in which the hedge became effective must be recognised through profit or loss; 93* UBI Banca - Notes to the Financial Statements (d) the entity revokes the designation. For hedges of a programmed transaction, total profits or losses on the hedging instrument recognised directly in equity starting from the reporting period in which the hedge became effective continues to be recognised separately in equity until the programmed transaction occurs or it is expected that it will no longer occur. If it is expected that the transaction will no longer occur the total profit (or loss) that had been recognised directly in equity is transferred to the income statement. 5.3.3. Hedging portfolios of assets and liabilities Hedging of portfolios of assets and liabilities (“macrohedging”) and appropriate accounting treatment is possible after first: - identifying the portfolio to be hedged and dividing it by maturity dates; - designating the risk to be hedged; - identifying the interest rate risk to be hedged; - designating the hedging instruments; - determining the effectiveness. The portfolio for which the interest rate risk is hedged may contain both assets and liabilities. This portfolio is divided on the basis of expected maturity or repricing dates of interest rates after first analysing the structure of the cash flows. Changes in the fair value of the hedged instrument are recognised in the income statement under item 90 “Net hedging income (loss)” and in the balance sheet under item 90 “Fair value change in hedged financial assets” or under item 70 “Fair value change in hedged financial liabilities”. Changes occurring in the fair value of the hedging instrument are recognised in the income statement within item 90 “Net hedging income (loss)” and under assets in the balance sheet within item 80 “Hedging derivatives” or under liabilities side within item 60 “Hedging derivatives”. 6. Equity investments 6.1. Definition 6.1.1. Subsidiaries A “subsidiary” is defined as a company over which the Parent exercises control. Such a condition occurs when the latter is exposed to variable returns or holds rights on those returns resulting from its relationship with the subsidiary and at the same time it has the ability to influence those returns by exercising its power over that entity. The existence of control is also determined by considering the presence of potential voting rights and contractual rights which empower the owner to significantly influence the returns of the subsidiary. 6.1.2. Companies subject to joint control A “company subject to joint control” is defined as a company governed by a contractual arrangement whereby the parties to it that hold joint control enjoy rights over the net assets of the arrangement. Joint control assumes that control over the arrangement is shared contractually and that it only exists when the unanimous consent of all the parties that share the control is required for decisions that regard important activities. 94* UBI Banca - Notes to the Financial Statements 6.1.3. Associates An “associate” is defined as a company in which the investor exercises significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the company invested in but not to control or have joint control of it. 6.2. Recognition criteria Equity investments are recognised at the cost of purchase inclusive of any accessory costs, with exception made for controlled equity investments acquired in business combinations. 6.3. Measurement criteria Equity investments are measured at cost. Any objective evidence that an equity investment has been subject to impairment is assessed as at each annual or interim reporting date. The recoverable amount is then calculated, considering the present value of the future cash flows which may be generated by the investment, including the final disposal value. If the recoverable amount calculated in this way is less than carrying value, the difference is recognised in the income statement under item 210 “Profit (loss) of equity investments”. Any future reversals of impairment are also included in the item where the reasons for the original impairment no longer apply. 6.4. Derecognition criteria Equity investments are derecognised in the balance sheet when the contractual rights to the cash flows from the financial assets expire or when the financial assets are sold with the substantial transfer of all the risks and rewards deriving from ownership of them. The result of the disposal of equity-accounted investees is recognised in the income statement within item 210 “Profits (losses) of equity investments”. 7. 7.1. Property, plant and equipment Definition of assets for functional use “Assets for functional use” are defined as tangible assets possessed to be used for the purpose of carrying on a company’s business and where the use is planned to last longer than one year. Assets for functional use also include properties rented to employees, ex employees and their heirs, as well as works of art. 7.2. Definition of investment property “Investment property” is defined as properties held in order to earn rentals or for capital appreciation. As a consequence, investment property is to be distinguished from assets held for the use of the owner because they generate cash flows that are very different from the other assets held by the Bank. Finance lease contracts are also included within tangible assets (for functional use and held for investment) even if the legal title to the assets remains with the leasing company. 7.3. Recognition criteria Tangible assets for functional use and other tangible assets are initially recognised at cost (item “110 Property, equipment and investment property”), inclusive of all costs directly connected with bringing it to working condition for the use of the assets and purchase taxes and duties that are not recoverable. This amount is subsequently increased to include expenses incurred from which it is expected future benefits will be obtained. The costs of ordinary maintenance are recognised in 95* UBI Banca - Notes to the Financial Statements the income statement at the time at which they are incurred, while extraordinary maintenance costs (improvements) from which future benefits are expected are capitalised by increasing the value of the relative asset. Improvements and expenses incurred to increase the value of leased assets from which future benefits are expected are recognised: within the most appropriate category of item 110 “Property, plant and equipment” if they are independent and can be separately identified, whether they are third party assets held on the basis of an ordinary leasing contract or whether they are held under a finance lease contract; within item 110 “Property, plant and equipment”, if they are not independent and cannot be separately identified, as an increase to the type of assets concerned if held by means of a finance lease contract or within item 150 “Other assets” if they are held under an ordinary lease contract. The cost of property, plant and equipment is recognised as an asset if, and only if: it is probable that the future economic benefits associated with the asset will flow to the enterprise; the cost of the asset can be reliably determined. 7.4. Measurement criteria Subsequent to initial recognition, items of property, plant and equipment for use in operations are recognised at cost, as defined above, net of accumulated depreciation and any permanent cumulative impairment. The depreciable amount, equal to cost less the residual value (i.e. the amount that would be normally obtained from disposal, less disposal costs, if the asset was normally in the conditions, including age, expected at the end of its useful life), should be allocated on a systematic basis over the asset's useful life by adopting the straight line method of depreciation. The useful life of an asset, which is reviewed periodically to detect any significant change in estimates compared to previous figures, is defined as: the period of time over which it is expected that the asset can be used by a company or, the quantity of products or similar units that an entity expects to obtain from the use of the asset. Since property, plant and equipment may consist of items with different useful lives, land, whether by itself or as part of the value of a building is not depreciated since it constitutes a fixed asset with an indefinite life. The value attributable to the land is deducted from the total value of a property for all buildings in proportion to the percentage of ownership. Buildings, on the other hand, are depreciated according to the criteria described above. Works of art are not depreciated because they generally increase in value over time. Depreciation of an asset starts when it is available for use and ceases when the asset is written off the accounts, which is the most recent of when it is classified as for sale and the date of elimination from the accounts. As a consequence depreciation does not stop when an asset is left idle or is no longer in use, unless the asset has already been fully depreciated. Improvements and expenses which increase the value are depreciated as follows: – if they are independent and can be separately identified, according to the presumed useful life as described above; – if they are not independent and cannot be separately identified, then if they are held under an ordinary leasing contract, over the shorter of the period in which the improvements and expenses can be used and that of the remaining life of the contract taking account of any individual renewals, or if the assets are held under a finance lease contract, over the expected useful life of the assets concerned. The depreciation of improvements and expenses to increase the value of leased assets recognised under item 150 “Other assets” is recognised within the item 190 “Other operating income (expense)”. 96* UBI Banca - Notes to the Financial Statements At the end of each annual or interim reporting period the existence of indications that demonstrate the impairment of the value of an asset are assessed. The loss is determined by comparing the carrying amount of the tangible asset with the lower recoverable amount. The latter is the greater of the fair value, net of any sales costs, and the relative use value intended as the present value of future cash flows generated by the asset. The loss is immediately recognised in the income statement within item 170 “Net impairment losses on property, plant and equipment”; the item also includes any future reversal of impairment losses if the causes of the original impairment no longer exist. 7.4.1. Definition and measurement of fair value 7.4.1.1. Properties The methods used to determine the fair value of properties are described in Part A.4 “Information on fair value” of the Notes to the financial statements. 7.4.1.2. Determination of the value of land The methods used to determine the fair value of land are described in Part A.4 “Information on fair value” of the Notes to the financial statements. 7.5. Property, plant and equipment acquired through finance leases A finance lease is a contract that substantially transfers all the risks and rewards incident to ownership of an asset. Legal title may or may not be transferred at the end of the lease term. The beginning of the lease term is the date on which the lessee is authorised to exercise his right to use the asset leased and therefore corresponds to the date on which the lease is initially recognised. When the contract commences, the lessee recognises the financial lease transactions as assets and liabilities in its balance sheet at the fair value of the asset leased or, if lower, at the present value of the minimum payments due. To determine the present value of the minimum payments due, the discount rate used is the contractual interest rate implicit in the lease, if practicable, or else the lessee’s incremental borrowing rate is used. Any initial direct costs incurred by the lessee are added to the amount recognised for the asset. The minimum payments due are apportioned between the finance charges and the reduction of the residual liability. The former are allocated over the lease term so as to produce a constant rate of interest on the residual liability. The finance lease contract involves recognition of the depreciation charge for the asset leased and of the finance charges for each financial year. The depreciation policy used for assets acquired under finance leases is consistent with that adopted for owned assets. See the relative paragraph for a more detailed description. 7.6. Derecognition criteria Property, plant and equipment are derecognised in the balance sheet when they are disposed of or when they are permanently retired from use and no future economic benefits are expected from their disposal. Any gains or losses resulting from the retirement or disposal of the tangible asset, calculated as the difference between the net consideration on the sale and the carrying amount of the asset are recognised in the income statement under item 240 “Profit (loss) on the disposal of investments”. 97* UBI Banca - Notes to the Financial Statements 8. Intangible assets 8.1. Definition An intangible asset is defined as an identifiable non-monetary asset without physical substance that is used in carrying on a company’s business. The asset is identifiable when: it is separable, which is to say capable of being separated and sold, transferred, licensed, rented, or exchanged; it arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from other rights and obligations. An asset possesses the characteristic of being controlled by the enterprise as a result of past events and the assumption that its use will cause economic benefits to flow to the enterprise. An entity has control over an asset if it has the power to obtain future economic benefits arising from the resource in question and may also limit access by others to those benefits. Future economic benefits arising from an intangible asset might include receipts from the sale of products or services, savings on costs or other benefits resulting from the use of the asset by an enterprise. An intangible asset is recognised if, and only if: (a) it is probable that the expected future economic benefits attributable to the asset will flow to the entity; (b) the cost of the asset can be measured reliably. The probability of future economic benefits occurring is assessed on the basis of reasonable and supportable assumptions that represent the best estimate of the economic conditions that will exist over the useful life of the asset. The degree of probability attaching to the flow of economic benefits attributable to the use of the asset is assessed on the basis of the sources of information available at the time of initial recognition, giving greater weight to external sources of information. In addition to goodwill and software used over several years, brands, assets under management and assets under management recognised following the merger of the former BPU Banca and the former Banca Lombarda e Piemontese are also considered as intangible assets. 8.1.1. Intangible assets with a finite useful life A finite useful life is defined for an asset where it is possible to estimate a limit to the period over which the related economic benefits are expected to be produced. Intangible assets considered as having a finite useful life include software, customer relationships resulting from granting property loans to private individuals. 8.1.2. Intangible assets with an indefinite useful life An indefinite useful life is defined for an asset where it is not possible to estimate a predictable limit to the period over which the asset is expected to generate economic benefits for the Bank. The attribution of an indefinite useful life to an asset does not arise from having already programmed future expenses which restore the standard level of performance of the asset over time and prolong its useful life. 8.2. Recognition criteria Assets recognised under the balance sheet item 120 “Intangible assets” are recognised at cost and any expenses subsequent to the initial recognition are only capitalised if they are able to generate future economic benefits and only if those expenses can be reliably determined and attributed to the assets. 98* UBI Banca - Notes to the Financial Statements The cost of an intangible asset includes: the purchase price including any non recoverable taxes and duties on purchases after commercial discounts and bonuses have been deducted; any direct costs incurred in bringing the asset into use. 8.3. Measurement criteria Subsequent to initial recognition intangible assets with a finite useful life are recognised at cost net of total amortisation and any losses in value that may have occurred. Amortisation is calculated on a systematic basis over the estimated useful life of the asset (see definition included in the sub-section “Property, plant and equipment”) using the straight line method for all intangible assets with the exception of customer relationships resulting from granting property loans to private individuals which are amortised on the basis of the average life of the relationships or in other words of the portfolio of loans granted. Amortisation begins when the asset is available for use and ceases on the date on which the asset is eliminated from the accounts. Intangible assets with an indefinite useful life (see, goodwill, as defined in the section below if positive) are recognised at cost net of any impairment loss resulting from periodic reviews when tests are performed to verify the appropriateness of the carrying amount of the assets (see section below). As a consequence amortisation of these assets is not calculated. No intangible assets arising from research (or from the research phase of an internal project) are recognised. Research expenses (or the research phase of an internal project) are recognised as expenses at the time at which they are incurred. An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if the following can be demonstrated: (a) sale (b) (c) the technical feasibility of completing the intangible asset so that it becomes available for or use; the intention of the company to complete the intangible asset to use it or sell it; the capacity of the company to use or sell the intangible asset. At the end of each annual or interim reporting period the existence of potential impairment of the value of intangible assets is assessed. The impairment loss is given by the difference between the carrying amount of the assets and the recoverable amount and is recognised, as are any reversals of impairment losses, within the item 180 “Net impairment losses on intangible assets”, with the exception of impairment losses on goodwill which are recognised within item 230 “Net impairment losses on goodwill”. 8.4. Goodwill Goodwill is defined as the difference between the purchase cost and the fair value of assets and liabilities acquired as part of a business combination which consists of the union of separate enterprises or businesses in a single entity required to prepare financial statements. The result of almost all business combinations consists in the fact that a sole entity, an acquirer, obtains control over one or more separate businesses of the acquiree. When an entity acquires a group of activities or net assets that do not constitute a business it allocates the cost of the group to individual assets and liabilities identified on the basis of their relative fair value at the date of acquisition. A business combination may give rise to a holding relationship between a parent company and a subsidiary in which the acquirer is the parent company and the acquiree is the subsidiary. All business combinations are accounted for using the purchase method of accounting. The purchase method involves the following steps: 99* UBI Banca - Notes to the Financial Statements (a) identification of the acquirer (the acquirer is the combining enterprise that obtains control of the other combining enterprises or businesses); (b) determination of the acquisition date; (c) determination of the cost of the business combination, intended as the consideration transferred by the purchaser to the shareholders of the acquiree; (d) the allocation, as at the acquisition date, of the cost of the business combination by means of the recognition, classification and measurement of the identifiable assets acquired and the identifiable liabilities assumed; (e) recognition of any existing goodwill. Business combinations performed with subsidiary undertakings or with companies belonging to the same group are recognised on the basis of the significant economic substance of the transactions. In application of that principle, the goodwill arising from those transactions is recognised: (a) within asset item 120 of the balance sheet if significant economic substance is found; (b) as a deduction from equity if it is not found. 8.4.1. Allocation of the cost of a business combination to assets and liabilities and contingent liabilities The acquirer: (a) recognises the goodwill acquired in a business combination as assets; (b) measures that goodwill at its cost to the extent that it is the excess of the cost of the business combination over the acquirer's share of interest in the net fair values of the acquiree's identifiable assets, liabilities and contingent liabilities. Goodwill acquired in a business combination represents a payment made by the acquirer in the expectation of receiving economic future benefits from the asset which cannot be identified individually and recognised separately. After initial recognition, the acquirer values the goodwill acquired in a business combination at the relative cost net of cumulative impairment. The goodwill acquired in a business combination must not be amortised. The acquirer tests the asset for impairment annually or more frequently if specific events or changed circumstances indicate that it may have suffered a reduction in value, according to the relative accounting standard. The standard states that an asset (including goodwill) has suffered value impairment when the value recognised in the accounts exceeds the recoverable amount understood as the greater of the fair value, net of any sales expenses and its value in use, defined by section 6 of IAS 36. In order to test for impairment, goodwill must be allocated to cash generating units or to groups of cash generating units, in observance of the maximum aggregation limit which cannot exceed the operating segment identified in accordance with IFRS 8. 8.4.2. Negative goodwill If the acquirer’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination the acquirer: (a) reviews the identification and measurement of the identifiable assets, liabilities and contingent liabilities of the acquiree and the determination of the cost of the business combination; (b) immediately recognises any excess existing after the new measurement in the income statement. 100* UBI Banca - Notes to the Financial Statements 8.5. Derecognition criteria Intangible assets are derecognised in the balance sheet following disposal or when no economic future benefit is expected from its use or disposal. 9. Liabilities, debt securities issued (and subordinated liabilities) The various forms of interbank and customer funding are recognised within the balance sheet items 10 “Due to banks”, 20 “Due to customers” and 30 “Debt securities issued”. These items also include liabilities recognised by a lessee in financial leasing operations. 9.1. Recognition criteria The liabilities in question are recognised in the balance sheet at the time when the funding is received or when the debt securities are issued. The amount recognised is the fair value, which is normally the same as either the consideration received or the issue price, inclusive of any additional expenses or income that are directly attributable to the transaction and determinable from the outset, regardless of when they are paid. The amount of the initial recognition does not include all those costs that are reimbursed by the creditor counterparty or that are attributable to internal costs of an administrative character. 9.2. Measurement criteria After initial recognition medium to long-term financial liabilities are measured at amortised cost using the effective interest method as defined in previous paragraphs. Short-term liabilities, for which the time factor is insignificant, are measured at cost. The methods used to determine the fair value of liabilities and debt securities issued, performed for information purposes only, are described in Part A.4 “Information on fair value” of the Notes to the financial statements. 9.3. Derecognition criteria Financial liabilities are derecognised in the balance sheet when they mature or are extinguished. The repurchase of own securities issued results in derecognition of the securities with the consequent redefinition of the liability for debt instruments issued. Any difference between the repurchase value of the own securities and the corresponding carrying value of the liabilities is recognised in the income statement under the item 100 “Income from the disposal or repurchase of d) financial liabilities”. Any subsequent re-issue of the securities previously subject to derecognition in the accounts constitutes a new issue for accounting purposes with the consequent recognition at the new issue price without any effect in the income statement. 10. Tax assets and liabilities Tax assets and liabilities are stated in the balance sheet within the items 130 “Tax assets” and 80 “Tax liabilities”. 10.1. Current tax assets and liabilities Current tax for the current and prior periods is recognised as a liability to the extent that it has not yet been settled; any excess compared to the amount due is recognised as an asset. Current tax liabilities (assets) for the current and prior years, are measured at the amount expected to be paid to/recovered from taxation authorities, using the tax rates and tax laws in force. 101* UBI Banca - Notes to the Financial Statements Current tax assets and liabilities are derecognised in the accounts in the year in which the assets are realised or the liabilities are extinguished. 10.2. Deferred tax assets and liabilities Deferred tax liabilities are recognised for all taxable temporary differences unless the deferred tax liability arises from: goodwill for which amortisation is not deductible for tax purposes or the initial recognition of an asset or a liability in a transaction which: is not a business combination and at the time of the transaction, affects neither the accounting nor the taxable profit. Deferred tax assets are not calculated for higher values of assets for which the tax regime has been suspended relating to equity investments and to reserves for which the tax regime has been suspended because it is considered there are no reasonable grounds to assume they will be taxed in future. Deferred tax liabilities are recognised within the balance sheet item 80 “Tax liabilities b) deferred”. A deferred tax asset is recognised for all deductible temporary differences if it is probable that a taxable income will be used against which it will be possible to use the deductible temporary difference, unless the deferred tax asset arises from: negative goodwill which is treated as deferred income; the initial recognition of an asset or liability in a transaction which: is not a business combination and affects neither the accounting profit nor the taxable profit at the time of the transaction. Deferred tax assets are recognised within the balance sheet item 130 “Tax assets b) deferred”. Deferred tax assets and deferred tax liabilities are subject to constant monitoring and are measured using the tax rates that it is expected will apply in the period in which the tax asset will be realised or the tax liability will be extinguished on the basis of the tax regulations established by laws currently in force. Deferred tax assets and deferred tax liabilities are derecognised in the accounts in the year in which: the temporary difference which gave rise to them becomes payable with regard to deferred tax liabilities or deductible with regard to deferred tax assets; the temporary difference which gave rise to them is no longer valid for tax purposes. Deferred tax assets and deferred tax liabilities must not normally be discounted to present values nor offset one against the other, 11. Non-current assets and disposal groups held for sale – Liabilities associated with disposal groups held for sale Non-current assets and liabilities and groups of non-current assets and liabilities for which it is presumed that the carrying value will recovered by selling them rather than by continued use are classified respectively under items 140 “Non-current assets and disposal groups held for sale” and 90 “Liabilities associated with assets held for sale”. In order to be classified within these items the assets or liabilities (or disposal groups) must be immediately available for sale and there must be active, concrete programmes to sell the assets or liabilities in the short term. These assets or liabilities are measured at the lower of the carrying amount and their fair value net of disposal costs. 102* UBI Banca - Notes to the Financial Statements Profits and losses attributable to groups of assets or liabilities held for sale are recognised in the income statement under item 280 “Pre-tax profit (loss) of non-current assets and groups of assets held for disposal”. Profits and losses attributable to individual assets held for disposal are recognised in the income statement under the most appropriate item. 12. Provisions for risks and charges 12.1. Definition A provision is defined as a liability of uncertain timing or amount. A contingent liability, however, is defined as: a possible obligation, the result of past events, the existence of which will only be confirmed by the occurrence or (non-occurrence) of future events that are not totally under the control of the enterprise; a present obligation that is the result of past events, but which is not recognised in the accounts because: it is improbable that financial resources will be needed to settle the obligation; the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised in the accounts, but are only reported, unless they are considered a remote possibility. 12.2. Recognition criteria and measurement A provision is recognised if and only if: there is a present obligation (legal or implicit) that is the result of a past event and it is probable that the use of resources suitable for producing economic benefits will be required to fulfil the obligation; and a reliable estimate can be made of the amount arising from fulfilment of the obligation. The amount recognised as a provision represents the best estimate of the expenditure required to settle the present obligation at the reporting date and reflects the risks and uncertainties that inevitably characterise a number of facts and circumstances. The amount of a provision is measured by the present value of the expenditure that it is assumed will be necessary to settle the obligation where the effect of the present value is a substantial aspect. Future events that might affect the amount required to settle the obligation are only taken into consideration if there is sufficient objective evidence that they will occur. Provisions made for risks and charges include those for the risk attaching to any existing tax litigation. 12.3. Derecognition criteria The provision is reversed when it becomes improbable that the use of resources suitable for producing economic benefits will be required to settle the obligation. 13. Foreign currency transactions 13.1. Definition A foreign currency is a currency other than the functional currency of the entity, which is the currency of the primary economic environment in which an entity operates. 103* UBI Banca - Notes to the Financial Statements 13.2. Recognition criteria A foreign currency transaction is recorded at the time of initial recognition in the functional currency applying the spot exchange rate between the functional currency and the foreign currency ruling on the date of the transaction. 13.3. Measurement criteria At each reporting date: (a) foreign currency monetary amounts17 are translated using the closing rate; (b) non-monetary items18 measured at historical cost in foreign currency are translated using the exchange rate at the date of the transaction; (c) non-monetary items carried at fair value in a foreign currency are translated using the exchange rates that existed on the dates when the fair values were determined. Exchange differences arising from the settlement of monetary items or from the translation of monetary items at rates different from those at which they were translated when initially recognised during the year or in previous financial statements are recognised in the income statement for the year in which they originated. Exchange rate differences arising from a monetary item that forms part of a net investment in a foreign operation of an entity that prepares financial statements are recognised in the income statement of the individual company financial statements of the entity that prepares the financial statements or the individual company financial statements of the foreign operation. When a profit or loss on a non-monetary item is recognised directly in equity, each change in that profit or loss is also recognised directly in equity. However, when a profit or loss on a nonmonetary item is recognised in the income statement each change in that profit or loss is recognised in the income statement. 14. Other information - Treasury shares Treasury shares held in portfolio are deducted from equity. No profit or loss arising from the purchase, sale, issue or cancellation of treasury shares is recognised in the income statement. The differences between the purchase and sale price arising from these transactions are recorded in equity reserves. - Provisions for guarantees granted and commitments Provisions made on a cases by case and collective basis to estimate possible payments to be made connected with the assumption of credit risks attaching to guarantees granted and commitments assumed are calculated by applying the same criteria as that reported for loans. These provisions are recognised within the item 100 “Other liabilities” against the item in the income statement 130d “Net impairment losses on: other financial transactions”. “Monetary” items are defined as relating to determined sums in foreign currency, which is to say to assets and liabilities which must be received or paid for a determined amount in foreign currency. The defining characteristic of a monetary item is therefore the right to receive or an obligation to pay a set or calculable number of foreign currency units. 18 See the note on “monetary” items for the contrary. 17 104* UBI Banca - Notes to the Financial Statements - Employee benefits Definition Employee benefits are defined as all forms of consideration given by an enterprise in exchange for services rendered by employees. Employee benefits can be classified as follows: short-term benefits (not including benefits due to employees for end of contract) which it is planned to pay entirely within twelve months from the end of the year in which the employees provided their services; post-employment benefits at the end of an unemployment contract due after the contract of employment has terminated; benefits due to employees for the ending of an employment contract; other long-term benefits, other than the previous, which it is not planned to pay entirely within the twelve months from end of the financial year in which employee rendered the relative employment service. Post-employment benefits and defined service provisions Recognition criteria Following the reform of supplementary pensions pursuant to Legislative Decree No. 252/2005, portions of post-employment benefit funds maturing from 1st January 2007 constitute a “defined benefit plan”. The liability relating to those portions is measured on the basis of the contributions due without the application of any actuarial methods. However, post-employment benefits maturing up until 31st December 2006 continue to constitute a “post-employment benefit” belonging to the “defined benefit plan” series and as such require the amount of the obligation to be determined on an actuarial basis and to be discounted to present values because the debt may be extinguished a long time after the employees have rendered the relative service. The amount is accounted for as a liability amounting to: (a) the present value of the defined benefit obligation as at the reporting date; (b) plus any actuarial gains (less any actuarial losses) recognised in a separate reserve in equity; (c) less the fair value at the reporting date of any assets at the service of the plan. Measurement criteria “Actuarial gains/losses”, recognised in a special valuation reserve in equity, comprise the effects of adjustments arising from the reformulation of previous actuarial assumptions as a result of actual experience or from changes in the actuarial assumptions themselves. The “Projected Unit Credit Method” is used to calculate the present value. This considers each single period of service as giving rise to an additional unit of severance payment and therefore measures each unit separately to arrive at the final obligation. This additional unit is obtained by dividing the total expected service by the number of years that have passed from the time service commenced until the expected payment date. Application of the method involves making projections of future payments based on historical analysis of statistics and of the demographic curve and discounting these flows on the basis of market interest rates. The rate used for present value discounting purposes is determined by making reference to market yields observed as at the reporting date for “high quality corporate bonds” or to yields on securities with a low credit risk. Stock Options/Stock Grants Stock option and stock granting plans are defined as personnel remuneration schemes where the service rendered by an employee or a third party is remunerated by using equity instruments (including options on shares). 105* UBI Banca - Notes to the Financial Statements The cost of these transactions is measured at the fair value of equity instruments granted and is recognised in the income statement under item 150 “Administrative expenses a) personnel expense” on a straight line basis over the vesting period of the plan. The fair value determined relates to the equity instruments granted at the time of grant and takes account of market prices, if available, and the terms and conditions upon which the instruments were granted. - Segment reporting Segment reporting is defined as the manner in which financial information on an enterprise is reported by operating segment. No segment reporting is given in this document because the separate company Annual Report for UBI Banca is published together with the consolidated annual report of the UBI Banca Group which gives that information for the Group as a whole. - Revenues Definition Revenues are the gross inflow of economic benefits resulting from business arising from the ordinary operating activities of an enterprise when these inflows create an increase in equity other than an increase resulting from payments made by shareholders. Recognition criteria Revenues are measured at the fair value of the consideration received or due and are recognised in the accounts when they can be reliably estimated. The result of the rendering of services can be reliably estimated when the following conditions are met: the amount of revenue can be measured reliably; it is probable that the economic benefits arising from the transaction will flow to the company; the stage of completion of the operation as at the reporting date can be measured reliably; the costs incurred, or to be incurred, to complete the transaction can be measured reliably. Revenue recognised in return for services rendered is recognised by reference to the stage of completion of the transaction. Revenue is only recognised when it is probable that the economic benefits arising from the transaction will be enjoyed by the company. Nevertheless when the recoverability of an amount already included within revenues is uncertain, the amount not recoverable or the amount for which recovery is no longer probable is recognised as a cost instead of adjusting the revenue originally recognised. Revenue arising from the use by third parties of the company’s assets which generate interest or dividends are recognised when: it is probable that the economic benefits arising from the transaction will be received by the enterprise; the amount of the revenue can be reliably measured. Interest is recognised on an accruals basis that takes into account the effective yield of the asset. In detail: interest income includes the amortisation of any discounts, premiums or other differences between the initial carrying amount of a security and its value at maturity. Negative components of income accruing on financial instruments are recognised within the item “Interest and similar expense”, while positive components accruing on financial liabilities are recognised within the item “Interest and similar income”; arrears of interest that are considered recoverable are recognised within the item 10 “Interest and similar income”, but only the part considered recoverable. 106* UBI Banca - Notes to the Financial Statements Dividends are recognised when shareholders acquire the right to receive payment. Expenses or revenues resulting from the sale or purchase of financial instruments, determined by the difference between the amount paid or received for the transaction and the fair value of the instrument are recognised in the income statement on initial recognition of the financial instrument when the fair value is determined: by making reference to current and observable market transactions in the same instrument; by using measurement techniques which use, as variables, only data from observable markets. - Expenses Expenses are recognised in the accounts at the time at which they are incurred while following the criteria of matching expenses to revenues that result directly and jointly from the same transactions or events. Expenses that cannot be associated with revenues are recognised immediately in the income statement. Expenses directly attributable to financial instruments measured at amortised cost and determinable from the outset, regardless of the time at which they are settled, flow to the income statement by applying the effective interest rate, a definition of which is given in the section “Loans and receivables”. Impairment losses are recognised through profit and loss in the year in which they are measured. 107* UBI Banca - Notes to the Financial Statements A.3 – INFORMATION ON TRANSFERS BETWEEN PORTFOLIOS OF FINANCIAL ASSETS No reclassifications have been performed either in the current year, or in the previous year in financial asset portfolios from asset classes recognised at fair value into classes recognised at amortised cost with regard to the possibilities introduced by EC Regulation No. 1004/2008 of the European Commission. A.4 – INFORMATION ON FAIR VALUE Qualitative information IFRS 13 – “Fair Value Measurement” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This value is therefore what is known as an “exit price” which reflects the properties of the asset or liability subject to measurement from the perspective of a third party market participant. A fair value measurement relates to an ordinary transaction carried out or which could be carried out between market participants, where, the market is defined as: the principal market, which is the market with the highest volume and level of transactions for the asset or liability in question to which the Bank has access; or, in the absence of a principal market, the most advantageous market, which is that in which it is possible to obtain the highest price for the sale of an asset or the lowest purchase price for a liability with account taken of transaction and transport costs. To increase consistency and comparability in fair value measurements and related disclosures, IFRS 13 establishes a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value. The objective of this classification is to establish a hierarchy in terms of the objectivity of the fair value as a function of the degree of discretion adopted, by giving priority to observable market inputs which reflect the assumptions that market participants would use in the measurement of assets and liabilities. The fair value hierarchy is defined on the basis of the data inputs (with reference to their origin, type and quality) using the models for determining fair value and not on the basis of the measurement models themselves. In this perspective the highest priority is given to input level one. Fair value determined on the basis of level one inputs: Fair value is determined on the basis of observable inputs, i.e. quoted prices in active markets for the financial instrument, that the entity can access at the measurement date of the instrument. The existence of quoted prices in an active market is the most reliable evidence of fair value and therefore these quoted prices shall be given priority as the input to be used in the valuation process. According to IFRS 13, a market is defined as active when transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. More specifically, equities and bonds quoted on a regulated market (e.g. MOT/MTS – electronic corporate/government bond markets) and those not quoted on regulated markets for which prices are available on a continuous basis from the main information platforms which represent actual and orderly market transactions. The fair value of listed securities on regulated markets is normally given by the reference price published on the last trading day of the reporting period on the respective markets on which they 108* UBI Banca - Notes to the Financial Statements are quoted. For securities not quoted on regulated markets, the fair value is given by the price on the last transaction date considered representative on the basis of internal policies. As concerns other financial instruments with a level one input such as for example, derivatives, exchange traded funds and listed property funds, the fair value is given by the closing price on the respective listed markets on the measurement date or in the case of listed UCITS, mutual funds, Sicav’s and hedge funds, it is given by the official NAV (net asset value), if this is considered representative according to internal policies. Fair value determined on the basis of level two inputs Where no prices are available on active markets, the fair value is measured by using prices observable on inactive markets or by using measurement models which make use of market inputs. The valuation is performed by using inputs that are either directly or indirectly observable, such as for example: prices listed on active markets for identical assets or liabilities; observable inputs such as interest rates or yield curves, implicit volatilities, early repayment risk, default rates and illiquidity factors. On the basis of the above, the valuation resulting from the technique adopted involves marginal use of unobservable inputs because the most important inputs used in the valuation are taken from the market and the results of the calculation methods used replicate quotations on active markets. The following are included in level two: OTC derivatives; equity instruments; bonds; shares of private equity funds Assets and liabilities measured at cost or at amortised cost, for which the fair value is given in the notes to the financial statements purely for information purposes, are classified in level two only if the unobservable inputs do not have a significant impact on the result of the valuation. Otherwise they are classified in level three. Fair value determined on the basis of level three inputs The valuation is determined by the use of significant inputs not taken from the market, which therefore involve the adoption of estimates and internal assumptions. The following are included in level three of the fair value hierarchy: OTC derivatives equity instruments measured: a. with the use of significant unobservable inputs; b. using methods based on an analysis of the fundamentals of the investee; c. at cost. hedge funds, for which consideration is given not only to the official NAVs but also to liquidity and/or counterparty risk; options on financial equity investments; bonds resulting from the conversion of loans and receivables. Finally, fair value is classified in level three as a result of the use of market inputs that have been adjusted significantly to reflect valuation aspects inherent to the instrument measured. 109* UBI Banca - Notes to the Financial Statements A.4.1 Fair value levels two and three: measurement techniques and the inputs used This sub-section provides information on the measurement techniques and inputs used to determine the fair value of assets and liabilities subject to measurement in the balance sheet and those for which the fair value is given purely for information purposes. Assets and liabilities subject to fair value measurement OTC derivatives The method adopted to calculate the fair value of OTC derivatives involves the use of closed formula models. In detail, the main pricing models used for OTC derivatives are: Black Yield, Black Fwd, Black Swap Yield, Cox Fwd, Trinomial, Lnormal, Normal and CMS Convexity Analytical. Derivative instruments that are not managed in the target software applications, relating to instruments used to hedge some types of embedded options in structured bonds issued, are measured using internal models (stochastic models with MonteCarlo simulations). The pricing models implemented for derivatives are used on an ongoing basis and are subject to periodic verification designed to assess their reliability over time. The market data used to calculate the fair values of derivatives is classified, according to its availability, as follows: the prices of quoted instruments: all products quoted by major international exchanges or on the main data provider platforms; market inputs available on info provider platforms: all instruments which, although not quoted on an official market, are readily available on info provider networks by means of guaranteed ongoing contributions from brokers and market makers. The inputs used to calculate the fair value of OTC derivatives include yield curves and Cap&Floor volatilities for major currencies (euro, US dollar, GBP, yen, CHF), the main exchange rates and the relative volatilities and the FX swap points. As explained later in greater detail, the fair value of some types of OTC derivatives takes counterparty risk into account. The calculation of this component is carried out by using default probabilities and the percentage of credit recovery from counterparties. As concerns credit risk, market practice is to adopt two measures capable of identifying the impacts of possible changes in counterparty credit rating and incorporating this in the fair value: credit value adjustment (counterparty non-performance risk) and debt value adjustment (own non-performance risk). The approach adopted by the Group to calculate these measurements, termed the “spread curve” method, involves the use of credit spread curves to calculate the two components. More specifically it involves the following steps: an estimate of the future cash flows of the OTC derivative using risk free curves. The resulting net cash flow calculated is then discounted using counterparty credit curves (for positive cash flows) or UBI Banca’s credit curve (negative cash flows) described in the points below; the creation of an “adjusted” curve for the counterparty, obtained by applying the relative spread to the risk-free discount curve, for each maturity; the creation of an “adjusted” curve for UBI Banca, obtained by applying the relative spread to the risk-free discount curve, for each maturity. The method implemented by the group is applied to OTC derivatives in the Group’s portfolio, entered into with external counterparties for which CSA agreements exist with complete daily or weekly margin accounts. Given the predominant use of unobservable inputs, the fair value of OTC derivatives is classified in level two of the hierarchy, except for those derivatives where the CVA (estimated internally) is important for determination of the fair value. The fair value of these instruments is classified in fair level three of the hierarchy. 110* UBI Banca - Notes to the Financial Statements The UBI Banca Group’s policy for options on equities is to measure the fair value by taking account of the probability of exercise given the specific nature of the options in question. The fair value calculated in this way is classified in level three of the hierarchy. Equity instruments As concerns the methods used to measure the fair value of equity instruments not quoted on an active market, the UBI Banca Group has identified the following hierarchy of valuation techniques: 1) the direct transactions method; 2) the comparable transactions method; 3) the stock market multiples method 4) financial and earnings methods; 5) balance sheet methods. Equity instruments are measured by considering the applicability of the methods in the order given above. In the final instance, where it is impossible to use the above techniques, these instruments are measured at cost. The characteristics of the valuation techniques used as at 31st December 2015 are given below. The direct transactions method Application of the direct transactions method involves applying the implicit value resulting from the most recent significant transaction recorded on the shares of the investee. By using observable inputs, the fair value thereby obtained is classified in level two of the hierarchy. If the transaction that occurred on the market involved a controlling stake or one which gave significant influence over the investee by the acquirer, then it is possible that the price paid incorporated a premium for control. This aspect is considered by a possible adjustment to the value of the investment. Therefore the pro rata value of the economic capital of the company is reduced by between 25% and 35%. That adjustment, resulting from the use of unobservable and significant inputs results in classification of the fair value in level three of the hierarchy. The comparable transactions method Application of the comparable transactions method involves analysis of transactions to purchase shares in companies with operating and capital characteristics of the same type as those of the investee and the subsequent calculation of an implicit multiple given by the transaction price. By using observable inputs, the fair value thereby obtained is classified in level two of the hierarchy. If the transaction that occurred on the market involved a controlling stake or one which gave significant influence over the investee by the acquirer, then it is possible that the price paid incorporated a premium for control. This aspect is considered by a possible adjustment to the value of the investment. Therefore the pro rata value of the economic capital of the company is reduced by between 25% and 35% to reflect the lack of powers within the investee. That adjustment, resulting from the use of unobservable and significant inputs results in classification of the fair value in level three of the hierarchy. The stock market multiples method This method allows a company to be valued on the basis of data derived from quotations of comparable companies (in terms of sales turnover, equity, leverage) observed on the relative stock market in a period within the last 30 days and last year prior to the measurement date. It is performed by processing the most significant multipliers (stock market multiples) resulting from the ratio between the value that the stock market attributes to these companies and those of their operating and capital performance indicators that are considered most significant. By using observable inputs, the fair value thereby obtained is classified in level two of the hierarchy. The need to adjust the valuations obtained, which is not infrequent, when applying the stock market multiple methods in order to take account of possible differences in the compatibility of 111* UBI Banca - Notes to the Financial Statements the companies used and the liquidity of the instruments measured, the pro rata value of the economic capital of the company is reduced by between 10% and 40% to reflect the limited liquidity of the investment and/or significant differences in size between the investee and the companies in the sample. This adjustment, resulting from the use of unobservable and significant inputs results in the classification of the fair value in level three of the hierarchy. Balance sheet methods Balance sheet methods provide a calculation of the fair value of an investee based on balance sheet figures, adjusted in the light of gains and losses implicit in the assets and liabilities of the investee and the possible valuation of intangible components. The fair value determined by using these methods, based on unobservable inputs, is classified in level three of the hierarchy. Bonds The procedure for estimating the fair value adopted by the UBI Banca Group for bonds involves the use of a specific valuation model, the discounted cash flow model. The valuation process in question can be summarised in the following steps: an estimate of the cash flows paid by the instrument both in terms of interest and repayment of capital; an estimate of the spread which represents the credit rating of the issue of the instrument; an estimate of a spread which represents the illiquidity of the instrument in order to take account of the low liquidity which characterises the pricing of a “non-contributed” instrument (not officially quoted). Given the predominant use of unobservable inputs, the fair value thereby calculated is classified in level two of the hierarchy, except for those instruments where the component of the spread that represents the illiquidity is important for determining the fair value and for some bonds resulting from the conversion of loans and receivables, which are classified in level three of the hierarchy. The following are comprised within the inputs used to calculate the fair value of bonds: interest rate curves of major currencies (euro, US dollar, GBP, yen, CHF), the credit spreads of the issuers of the bond subject to measurement (taken from instruments quoted on markets considered active) and a spread representative of the illiquidity of the instrument measured, calculated on the basis of the credit spread of the issuer. Shares of private equity funds The fair value of shares in private equity funds is calculated on the basis of the last NAV available and considering the various communications received from the fund (e.g. redemptions, dividend distributions) from the date of the last available NAV until the measurement date. The NAV is then adjusted if necessary to take into consideration situations of particular risk and nonperformance associated with the investment. Shares of hedge funds The fair value of shares of hedge funds is classified in level three of the hierarchy and is calculated on the basis of the official NAV adjusted by a percentage of at least 20% to take account of liquidity and/or counterparty risks. 112* UBI Banca - Notes to the Financial Statements Assets and liabilities, the fair value of which is given in the notes to the financial statements Loans and receivables Determination of the fair value of loans and advances to customers, calculated for disclosure in the notes to the financial statements, is carried out by using valuation techniques, except for those loans and receivables for which the book value is considered an adequate representation of the fair value, such as for example defaulted loans, transactions with no repayment schedules (current account overdrafts and unsecured guarantees) and loans due in less than one year which for that reason are classified in level three of the hierarchy. The method adopted by the UBI Banca Group to estimate the fair value of loans and receivables involves discounting cash flows, defined as the sum of the principal and interest resulting from the different due dates of the repayment schedule, reduced by the amount of the expected loss and discounted at a rate which incorporates the risk-free component and a spread representing the cost of capital and funding. More specifically, the following inputs are used: a base discount rate, based on the Euribor yield curve; default risk and risk of potential loss, expected and unexpected, measured on the specific loan during its entire life. These values are represented by internal credit risk measurement parameters such as the rating, the PD and LGD, differentiated by customer segment. The PD associated with each rating is measured on a multi-year basis. Finally, the unexpected loss component takes account of the Group’s cost of equity; the UBI Banca Group’s funding components. These components are based on the average cost of financing incurred by the Group in the wholesale, retail and covered bond markets with a ten-year cap. In order to identify the correct level in the fair value hierarchy obtained using the above valuation technique, the level of significance of the unobservable inputs must be properly assessed. In this respect, the fair value resulting from the application of the method described above is compared with a benchmark that is calculated which employs a discount curve composed from observable market data. If the comparison shows that the fair value is significantly different from that calculated using the aforementioned benchmark, the fair value is classified in level three. Otherwise it is classified in fair value level two. The fair value of loans and advances to banks is normally calculated for the purposes of disclosure in the notes to the financial statements for on-balance sheet transactions with a time horizon of longer than one year. The method adopted involves calculating the net present value of the cash flows from these instruments on the basis of the current market interest rate for transactions of the same duration, inclusive of the risk factors implicit in the transaction. Because this method is based on observable inputs, it results in classification of the fair value in level two of the hierarchy. For transactions with no repayment schedules (current account overdrafts and unsecured guarantees), for defaulted loans and for transactions with a maturity of shorter than one year, the book value is considered an adequate approximation of the fair value, which as a consequence results in classification in level three of the hierarchy. Tangible assets held for investment Reference is made for the determination of the fair value of investment properties to the market value, determined mainly by means of outside appraisers, defined as the highest price at which 113* UBI Banca - Notes to the Financial Statements the sale of a property might reasonably be expected to have been concluded unconditionally for cash consideration on the measurement date between independent counterparties. The procedures adopted for determining the market value are based on the following methods: the direct comparative or market method, based on a comparison between the asset in question and other similar assets subject to sale or currently on sale on the same market or on competing markets. The quotations obtained are subject to adjustments designed to incorporate the specific characteristics of the asset. More specifically, the value attributed to the asset considers its location, accessibility, quality and the possible presence of unique aspects. the income method based on the present value of potential market incomes for a similar property, obtained by capitalising the income at a market interest rate. This method is based on the existence of a direct relationship between an asset and the income that it is able to generate. For the purposes of the income regression, reference is usually made to the average ordinary gross income calculated on the basis of the total gross commercial area. The above methods are carried out individually and the values obtained are appropriately averaged. The method used for identifying the percentage of the market value attributable to land is based on an analysis of the location of the property, taking account of the type of construction, the state of conservation and the cost of rebuilding the entire building. The fair value determined in this manner is classified in level three of the hierarchy due to the absence in the Italian market of reference indicators which might confirm the reliability of the valuation. As a consequence, the inputs used cannot be classified in level two. Borrowings and payables The fair value of amounts due to banks and customers is normally calculated for the purposes of disclosure in the notes to the financial statements for liabilities due after one year. The valuation is carried out by discounting future cash flows using an interest rate that incorporates the component relating to its own credit risk. Since it is based on observable inputs from the relative market, this method results in the classification of the fair value in level two of the hierarchy. For liabilities due within one year or with an indeterminate due date, the book value recognised can be considered an adequate approximation of the fair value, which as a consequence results in classification in level three of the hierarchy. This classification is also adopted for amounts due to the European Central Bank. Securities issued As these are liabilities issued, held as assets by third parties, the valuation techniques used have been developed from the perspective of a market participant who holds the debt securities as assets. In this specific case the components considered are as follows: the time value of the money, measured by the risk-free yield curve; the risk of failing to satisfy own obligations, measured by own credit spread. The inputs used to measure the fair value include the yield curves of major currencies (euro, US dollar, GBP, yen, CHF) and UBI Banca’s issue spreads, measured from the funding conditions existing as at the reporting date, classified by type of counterparty for whom the security issued is destined. The inputs used are observable and result in classification in level two of the hierarchy, except for bonds issued by the Bank linked to loans granted to customers. In these cases the fair value of the security is determined using the loan inputs themselves and both instruments are classified in level three of the hierarchy. 114* UBI Banca - Notes to the Financial Statements A.4.2 Valuation processes and sensitivities The UBI Banca Group has set a special policy for the determination of fair values officially set out in special regulations approved by the members of governing bodies. The purpose of these policies is to ensure proper and consistent application of the provisions of IFRS 13 An analysis is given below of the sensitivity of equity instruments for which the fair value measurement is classified in level three of the hierarchy as a result of the use of unobservable significant inputs. This analysis was conducted by formulating a stress test for the inputs in question, which takes account of the minimum and maximum value that these inputs can take, reported for each valuation technique used in the previous sub-section A.4.1 “Fair value levels two and three”. For equity instruments classified within the AFS portfolio for which sensitivity analysis is possible, on the basis of the valuation model used, if the maximum impairment value for the unobservable inputs is used, the gross valuation reserve would be €6.7 million lower than the book value recognised if no further impairment was detected. Otherwise, if the minimum impairment value is used, the gross valuation reserve would be €13.3 million higher than the book value recognised. For equity instruments classified within the FVO portfolio for which sensitivity analysis is possible, on the basis of the valuation model used, if the minimum impairment value for the unobservable inputs is used, the amounts recognised in the income statement item 110 ”Net income of financial assets and liabilities designated at fair value” would be €1.8 million higher than that recognised in the accounts. The use of the highest impairment value would, on the contrary, have no impact. As concerns other financial instruments subject to fair value measurement and classified within level three of the fair value hierarchy (OTC derivatives, hedge funds, bonds resulting from the conversion of loans and options on equity investments), no sensitivity analysis is conducted either because the methods of quantifying the fair value do not allow alternative hypotheses to be made concerning the unobservable inputs used for the purposes of valuation, or because the effects of changing those inputs are not considered important. A.4.3 Fair value hierarchy With regard to assets and liabilities subject to fair value measurement on a recurring basis, classification in the right level of the fair value hierarchy is carried out by making reference to rules and methods contained in Bank regulations. Possible transfers to a different level of the hierarchy are identified on a monthly basis. Examples might be transfers resulting from the “disappearance” of an active market on which they are quoted or the use of a different method of measurement not previously applicable. A.4.4 Other information No situations exist in the UBI Banca Group in which the maximum or best use of a nonfinancial asset is different from its current use. Furthermore, no situations exist in which financial assets and liabilities managed on a net basis in relation to market or credit risk are subject to fair value measurement on the basis of the price that would be received from the sale of a net long position or from the transfer of a net short position. 115* UBI Banca - Notes to the Financial Statements Quantitative information A.4.5 Fair value hierarchy A.4.5.1 Assets and liabilities measured at fair value on a recurring basis: distribution by fair value level Assets/liabilities measured at fa ir value 31.12.2015 Level 1 31.12.2014 Level 2 Level 3 Level 1 Lev el 2 Level 3 1. Financial assets held for trading 470,999 61 2,464 4,799 799, 921 742, 235 2,679 2. Financial assets designated at fair val ue 120,782 3,000 72,252 120, 026 3, 000 70,141 3. Availa ble-f or -sale financial assets 14, 855,619 34 7,987 153,965 17, 006, 618 942, 590 117,675 4. Hedging derivatives - 59 2,046 363 - 647, 972 - 5. Property, p lant and equipment - - - - - - 6. Intangible assets - - - - - - 15,447,400 1,555,497 231,379 17,926,565 2,335,797 190,495 1. Financial liabilities held f or tr ading 7 60 8,582 11 300 721, 881 - 2. Financial liabilities d esignated at f air value - - - - - - 3. Hedging derivatives - 70 0,871 - - 937, 018 - 7 1,309,453 11 300 1,658,899 - Tota l Tota l The main figures on the amounts and movements in the exposures compared with the previous year are given in the Management Report and in the tables in the notes to the financial statements. Greater detail is given below on the main amounts within level three: - Financial assets held for trading: Cogemeset 09/14 Step Coupon: €100 thousand XMark Opportunity Fund LTD (UCITS): €546 thousand Derivative instruments of a financial nature: €4.1 million. - Financial assets designated at fair value: Humanitas Spa: €20.5 million Immobiliare Mirasole Spa ordinary: €36.9 million and privileged €3.7 million Car Testing Srl: €2.2 million; E.C.A.S. Spa: €2.3 million Medinvest International SCA: €1.3 million residual shares in hedge funds: approximately €5.4 million. - Available-for-sale financial assets, mainly: Soc. Aeroporto Civile di Bergamo Orio al Serio: €51 million Istituto Centrale Banche Popolari Italiane: €21.6 million Nuova Sorgenia Holding Spa (SFP – resulting from the conversion of debt) €24.1 million. The impact of CVA and DVA on the determination of the fair value of derivative financial instruments came to €7.023 million and €74 thousand respectively. No transfers were made between level one and two in the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis. 116* UBI Banca - Notes to the Financial Statements A.4.5.2 Annual changes in assets measured at fair value on a recurring basis (level three) Financial asset s held for t rading Financia l assets designated at fa ir value 1. Ope ning balance s 2,679 70,141 117,675 - - - 2. Increases 3,326 3,539 140,011 363 - - 2. 1. Purchases Available -forsale financial assets Hedging derivatives Pr oper ty, plant and equipment Intangible asset s - - 5, 179 - - 2. 2. Profits recognised in: 25 2,895 79, 958 363 - - 2. 2.1. Income statement 25 2,895 61, 183 363 - - - 363 - - 18, 775 - - - - of which gains 2. 2.2. Equity 15 X 2. 3. Transf ers fr om other levels 2,846 X 3,235 644 13, 240 - - - 66 - 41, 634 - - - (1,206) ( 1,428) (103,721) - - - (56) - (87, 241) - - - - (84) - - - - 3. 3. Losses recognised in: ( 1,046) (1, 121) (16, 480) - - - 3. 3.1. Income statement ( 1,046) (1, 121) (14, 020) - - - ( 1,046) (1, 121) (14, 020) - - - (2, 460) - - - 2. 4. Other incr eases 3. Decrea ses 3. 1.Sales 3. 2. Redemptions - of which losses 3. 3.2. Equity 3. 4. Transf ers to other levels X X (104) - - - - - 3. 5. Other decreases - (223) - - - - 4. Closing balances 4,799 72,252 153,965 363 - - The main items subject to movement regarded the following: Financial assets held for trading: Increases included transfers to fair value level three, consisting mainly of derivatives for which the counterparty credit valuation risk (€3.2 million) was higher than the thresholds identified by the policy (10% of the gross fair value carrying amount). The main losses recognised through profit or loss related to derivative contracts amounting to €408 thousand, to the convertible bond Cogemeset 09/14 Step Coupon amounting to €153 thousand and to the security CS metalli Spa amounting to €445 thousand. Financial assets designated at fair value: The amount of €2.8 million relating to gains recognised through profit and loss mainly regarded the following: - immobiliare Mirasole Spa ordinary shares: €1.3 million immobiliare Mirasole Spa privileged shares: €126 thousand E.C.A.S. Spa: €617 thousand hedge funds: €776 thousand Other increases included the currency translation effect on hedge funds amounting to €442 thousand and side pocket position switches amounting to €203 thousand. 117* UBI Banca - Notes to the Financial Statements Losses recognised through profit or loss mainly regarded hedge funds amounting to €909 thousand while other decreases regarded the balancing entry for the already mentioned side pocket position switches amounting to €203 thousand. Available-for-sale financial assets: Increases included the following: purchases mainly of CAPITAL FOR PROG. Spa shares amounting to €4.9 million. Increases in equity regarded the company VISA EUROPE Ltd ORD. amounting to €3 million and ICBPI Spa amounting to €15.2 million. Transfers to other levels regarded the subordinated bonds BCA MARCHE 05/15 TV amounting to €3.6 million and BCA POP. ETRURIA 06/16 amounting to €9.5 million. The same positions resulted in decreases because they were completely written off. Profits recognised through profit or loss regarded ICBPI Spa amounting to €61.2 million. Other increases regarded the following: Sorgenia Spa One Coupon convertible category A due to restructuring of the position amounting to €16.8 million Nuova Sorgenia Holding Spa SFP due to restructuring of the position amounting to €24.1 million. Decreases included the following: sales regarded ICBPI Spa amounting to €87.2 million; losses recognised in equity relating to the company SACBO Spa amounting to €2.5 million. Level three hedging derivatives the amount of €363 thousand relates to the fair value component of a CCS derivative to hedge a loan denominated in AED. Classification in level three is due to the degree of liquidity of currency. 118* UBI Banca - Notes to the Financial Statements A.4.5.3 Annual changes in financial liabilities measured at fair value (level three) Financial liabilities held for trading - 1. Opening balances 2. Increases Financial liabilities designated at fair value hedges - - 11 - - - - - 11 11 - - X X - - - - - - - 3.3.1. Income statement - of which gains - - - 3.3.2. Equity 3.4. Transfers to other levels 3.5. Other de creases X - X - - - - 2.1. Issues 2.2. Losses recognised in: 2.2.1. Income statement - of which losse s 2.2.2. Equity 2.3. Transfers from other levels 2.4. Other incre ases 3. Decreases 3.1. Re demptions 3.2. Re purchases 3.3. Profits recognised in: 4. Closing balances 11 A.4.5.4 Assets and liabilities not measured at fair value or measured at fair value on a nonrecurring basis: distribution by fair value level F inancial assets/liabilities meas ured at fair value 31.12.2015 BV BV L1 1. Held -to-matur ity investments 3,494,547 3,599,957 - - 3,576,951 3,6 07,6 73 - - 2. Loans an d advances to ban ks 15,489,215 - 6,389 ,249 9,0 91,17 5 14,055,649 - 10,695,978 3,362,424 3. Loans an d advances to customers 21,901,390 - 4,530 ,784 17,6 76,01 6 23,330,321 - 13,178,073 10,373,558 496,433 - - 6 65,86 9 512,568 - - 689,032 2,032 - - - 507 - - - 41,3 83,61 7 3 ,5 99,95 7 10 ,920 ,0 33 2 7,433 ,0 60 41 ,4 75,99 6 3,60 7,673 23 ,8 74,05 1 14,42 5,014 15,845,354 - - 15,8 05,89 2 19,140,417 - - 19,207,310 7,357,586 - - 7,3 57,68 8 7,065,270 - - 7,075,825 36,265,240 15,426,790 2 1,404 ,087 - 36,545,668 16,2 77,4 23 21,108,815 - - - - - - - - - 59,4 68,18 0 15 ,4 26,79 0 21 ,404 ,0 87 2 3,163 ,5 80 62 ,7 51,35 5 1 6,27 7,423 21 ,1 08,81 5 26,28 3,135 4. Tangible assets held for investment 5. Non-curren t assets and disp osal groups held for sale Tot al 1. Du e to ban ks 2. Du e to customers 3. Debt securities issu ed 4. Liab ilities associated with assets held for sale Tot al L1 31.12.2014 L2 L3 119* L2 L3 UBI Banca - Notes to the Financial Statements A.5 – INFORMATION ON “DAY ONE PROFIT/LOSS” The information relates to paragraph 28 of the IFRS which concerns differences between transaction prices and the value obtained by using measurement techniques that emerge on initial recognition and that are not immediately recognised through profit and loss on the basis of paragraph AG76 of IAS 39. Where this type of event occurs, indication must be given of the accounting policies adopted by the bank for recognition through profit or loss of the differences that arise in this manner subsequent to initial recognition of the instrument. UBI Banca has not performed any transactions for which a difference between the purchase price and the value of the instrument obtained using internal measurement techniques has arisen on initial recognition. 120* UBI Banca - Notes to the Financial Statements Part B – Notes to the balance sheet ASSETS Section 1 Cash and cash equivalents - Item 10 1.1 Cash and cash equivalents: composition 31.12.2015 a) C ash in hand b) Deposits with centr al banks Tot al 31.12.2014 138,226 160,330 - - 138,226 160,330 The amount for cash and cash equivalents relates to the centralisation at the Parent of the central treasury service for all the banks of the Group. 121* UBI Banca - Notes to the Financial Statements Section 2 Financial assets held for trading - Item 20 2.1 Financial assets held for trading: composition by type Items/Amounts 31.12.2015 Level 1 31.12.2014 Level 2 Level 3 Leve l 1 Lev el 2 Level 3 A. On-bala nce sheet assets 1. Debt instruments 465, 497 3 100 79 4,399 407 253 1.1 Structur ed instruments 1, 714 1 100 1 402 253 1.2 Other d ebt instruments 463, 783 2 - 79 4,398 5 - 4, 580 - - 4,504 - 445 275 - 581 241 - 601 - - - - - - - - - - - - 2. Equity instruments 3. Units i n UCITS 4. Financing 4.1. Reverse r epurchase agreements 4.2 Other Tot al A - - - - - - 470,352 3 681 799,144 407 1,299 B. Der iva tiv e instruments 1. Financial Derivatives: 1.1 for trading 647 612, 461 4 ,118 777 741,828 1, 380 647 612, 461 4 ,118 777 741,828 1, 380 1.2. connected with the f air value opti ons - - - - - - 1.3 other - - - - - - - - - - - - 2.1 for trading - - - - - - 2.2 connected with fair value options - - - - - - 2.3 other - - - - - - 2. Credit derivatives: Tot al B Total (A+B) 647 612,461 4,118 777 741,828 1,380 470,999 612,464 4,799 799,921 742,235 2,679 Financial derivatives (level two) relate to OTC transactions connected with trading activity and were composed mainly of interest rate swaps of €544.1 million, options of €28.7 million, forwards of €35 million and swaps on commodities of €4.7 million. 122* UBI Banca - Notes to the Financial Statements 2.2 Financial assets held for trading: composition by debtors/issuers Items/Amounts 31.12.2015 31.12.2014 A. ASSETS 1. Debt instrument s a) Gover nments and central banks 465,600 795,059 463, 782 794,397 b) Other public authorities - - c) Banks 2 5 d) Other issuers 2. Equity instruments a) Banks b) Other issuers: - insurance companies - financial companies - non financial companies - other 3. Units in UCITS 4. Financing 1, 816 657 4,580 4,949 - - 4, 580 4,949 - 2 609 596 3, 971 4,351 - - 856 842 - - a) Gover nments and central banks - - b) Other public authorities - - c) Banks - - d) Other - - 471,036 800,850 369,748 442,911 Tot al A B. DERIVATIVE INSTRUMEN TS a) Banks - fair value b) Customers - fair value Tot al B Tot al (A+B) 123* 247,478 301,074 617,226 743,985 1,088,262 1,544,835 UBI Banca - Notes to the Financial Statements Section 3 Financial assets designated at fair value - Item 30 3.1 Financial assets designated at fair value: composition by type It ems/Amounts 31.12.2015 Lev el 1 1. Debt instruments 31.12.2014 Le vel 2 Level 3 Level 1 Level 2 Lev el 3 - - - - - - 1.1 Structur ed instruments - - - - - - 1.2 Other debt instruments - - - - - - 2. Equity instruments 1,700 3,000 66, 852 3,224 3,000 64,904 119,082 - 5, 400 116,802 - 5,237 - - - - - - 4.1 Structur ed - - - - - - 4.2 Other - - - - - - Total 120,782 3,000 72,252 120,026 3,000 70,141 C ost 117,088 2,481 83,907 120,026 3,000 70,141 3. Units i n UCITS 4. Financing Level one investments in units of UCITS consisted of shares in hedge funds managed by the company Tages Capital SGR. The amount of the shares of UCITS stated within level three relates to the remaining value of other investments in hedge funds. The bank has mainly classified stakes held in companies that carry out merchant banking business within level three equities. 3.2 Financial assets designated at fair value: composition by debtors/issuers 31.12.2015 31.12.2014 Items/Amounts 1. Debt instrument s a) Gover nments and central banks - - - - b) Other public authorities - - c) Banks - - d) Other issuers 2. Equity instruments a) Banks b) Other issuers: - insurance companies - - 71,552 71,128 - - 71, 552 71,128 - - - financial companies 23, 982 24,049 - non financial companies 47, 570 47,079 - other 3. Units in UCITS 4. Financing - - 124,482 122,039 - - a) Gover nments and central banks - - b) Other public authorities - - c) Banks - - d) Other - - 196,034 193,167 Total 124* UBI Banca - Notes to the Financial Statements Section 4 Available-for-sale financial assets - Item 40 4.1 Available-for-sale financial assets: composition by type Items/ Amounts 31.12.2015 Le vel 1 1. Debt instruments 31.12.2014 Level 2 Level 3 Lev el 1 Le vel 2 Level 3 14, 840,900 313,310 17, 640 16, 921, 010 899,134 - 1.1 Structur ed instruments 168,669 313,310 17, 640 75, 316 641,276 - 1.2 Other debt instruments 14, 672,231 - - 16, 845, 694 257,858 - 2. Equity instruments 2,313 - 136, 325 1, 726 45 117,675 2.1 At fa ir value 2,313 - 107, 083 1, 726 45 60,568 - - 29, 242 - - 57,107 12,406 34,677 - 83, 882 43,411 - - - - - - - 14,855,619 347,987 153,965 17,006,618 942,590 117,675 2.2 At cost 3. Units i n UCITS 4. Financing Total Debt instruments - Structured instruments under item 1.1, are composed as follows: - investments in bonds issued by major national and international banks, financial institutions and companies for an amount of €168.7 million classified in level one; - investments in bonds issued by Italian banks amounting to €158.7 million and in Italian government securities amounting to €154.6 million, classified in level two; - a bond issued by Sorgenia Spa amounting to €17.6 million for level three. Debt instruments - Other debt instruments under item 1.2, are composed as follows: - investments in bonds issued by major national and international banks, financial institutions and companies amounting to €505.9 million and in Italian government securities amounting to €14.2 billion for level one. The equity instruments and UCITS measured at fair value in level three were composed mainly as follows: - level one: Polis portafoglio immobiliare amounting to 12.4 million, VISA Inc. Class A shares amounting to €2.2 million and Gabetti Spa amounting to €146 thousand; - level two: mainly investments in private equity funds amounting to €34.7 million; - level three: mainly investments in the following companies: - Soc. Aeroporto Civile di Bergamo Orio al Serio: €51 million - Istituto Centrale Banche Popolari Italiane: €21.6 million - Nuova Sorgenia Holding Spa (SFP – resulting from the conversion of debt) €24.1 million. 125* UBI Banca - Notes to the Financial Statements 4.2 Available-for-sale financial assets: composition by debtors/issuers 31.12.2015 Ite ms/Amounts 1. Debt instrument s a) Gover nments and central banks b) Other public authorities 31.12.2014 15,171,850 17,820,144 14, 320,938 17,122, 835 - - c) Banks 262,488 464, 564 d) Other issuers 588,424 232, 745 138,638 119,446 23,080 33, 980 115,558 85, 466 - insurance companies 2,825 2, 825 - financial companies 12,136 3, 382 100,346 79, 009 2. Equity instruments a) Banks b) Other issuers: - non financial companies - other 3. Units in UCITS 4. Financing 251 250 47,083 127,293 - - a) Gover nments and central banks - - b) Other public authorities - - c) Banks - - d) Other - - 15,357,571 18,066,883 Tot al 126* UBI Banca - Notes to the Financial Statements 4.3 Available-for-sale financial assets: subject to specific hedging Ite ms/Amounts 31.12.2015 1. Financial assets subject to fair value specific hedge 31.12.2014 12,530, 669 13,083, 168 12,530, 669 13,083, 168 b) price risk - - c) currency risk - - d) credit risk - - e) multiple risks - - - - a) interest rate risk - - b) curr ency risk - - 12,530,669 13,083,168 a) interest rate risk 2. Financial assets subject to cash f low specif ic hedge c) other Tot al The assets subject to specific fair value hedges on interest rate risk consisted of debt instruments issued by the Italian government and by major Italian banks. Fair value changes in the instruments in question and the relative hedging contracts are recognised within item 90 of the income statement – “net hedging income”. Section 5 Held-to-maturity investments – Item 50 – 5.1 Held-to-maturity investments: composition by type 31.12.2015 Fair value Carrying a mount 1. Debt instruments - structured - other 2. Financing 31.12.2014 Level 1 Level 2 Fair v alue Carrying amount Level 3 Level 1 Lev el 2 Lev el 3 3,494,547 3,599, 957 - - 3,576,951 3, 607,673 - - - - - - - - - 3,494,547 3,599, 957 - - 3,576,951 3, 607,673 - - - - - - - - - - This item is composed of Italian government securities acquired with a view to supporting net interest income. 127* UBI Banca - Notes to the Financial Statements 5.2 Held-to-maturity investments: debtors/issuers Type of transaction/ Values 31.12.2015 1. Debt instrument s 31.12.2014 3,494,547 3,576,951 3, 494,547 3,576, 951 a) Gover nments and central banks b) Other public authorities - - c) Banks - - d) Other issuers - - 2. Financing a) Gover nments and central banks - - - - b) Other public authorities - - c) Banks - - d) Other - - Tot al 3,494,547 3,576,951 Totale fair value 3,599,957 3,607,673 5.3 Held-to-maturity investments subject to specific hedging There are no held-to-maturity investments subject to specific hedging. Section 6 Loans and advances to banks - Item 60 6.1 Loans and advances to banks: composition by type 31.12.2015 Type of transaction/Amounts VB A. Loans to central banks FAIR VALUE FAIR VALUE Level 1 Level 2 Level 3 37 5,735 1. Term deposits 2. Compulso ry reserve requirement 31.12.2014 FAIR VALUE - - 375 ,7 35 BV 5 28 ,3 11 FAIR VALUE FAIR VALUE Level 1 Level 2 FAI R VALUE Level 3 - - 52 8,311 - X X X - X X X 375,735 X X X 528 ,311 X X X 3. Reverse repurchase agreements - X X X - X X X 4. Other - X X X - X X X - 6,38 9,249 8,71 5,44 0 - 10 ,6 95,97 8 2 ,8 34,11 3 B. Loans to banks 15,11 3,480 8,811,154 - 8,715,440 7 ,794 ,294 - 4 ,960 ,628 2,834,113 1.1. Current accounts and deposits 2,026,466 X X X 2 ,767 ,764 X X X 1.2. Term deposits 1,681,145 X X X 2 ,430 ,572 X X X 1.3. Other financing: 5,103,543 X X X 2 ,595 ,958 X X X 687,358 X X X 1 ,872 ,501 X X X 1. Financing - Reverse repurchase agreements - Finance leases - Other 2. Debt instruments - 13 ,5 27 ,3 38 - X X X - X X X 4,416,185 X X X 723 ,457 X X X 6,302,326 2.1. Structured securities 2.2. Other debt instruments Total - 45,025 X 6,257,301 X 15,48 9,215 6,3 89,2 49 - X X X - 6,38 9,249 X 9 ,0 91,17 5 5 ,733 ,044 - 5 ,735 ,350 - 437 ,422 X X X 5 ,295 ,622 X 14 ,0 55 ,6 49 X - 10,69 5,97 8 X 3 ,362 ,4 24 The item A.2 contains the deposit with the Bank of Italy relating to the compulsory reserve. UBI Banca performs its lending activities mainly to the banks in the Group. 128* UBI Banca - Notes to the Financial Statements The main items included the following: current accounts and deposits with Group banks amounting to €1.2 billion and to €0.8 billion with other banks (mainly margin deposits on derivatives); term deposits amounting to €1.6 billion relating primarily to transactions with Group banks; other financing includes reverse repurchase agreements of €0.7 billion entered into with Group banks; debt instruments – intragroup amounting to €6.3 billion (of which €2.4 billion PO mirrors). 6.2 Loans and advances to banks subject to specific hedging The Bank has no specific hedging contracts for loans to banks. 6.3 Finance leases The Bank has no existing loans for finance leases 129* UBI Banca - Notes to the Financial Statements Section 7 Loans and advances to customers - Item 70 7.1 Loans and advances to customers: composition by type 31.12.2015 31.12.2014 Carrying amount Fair value Carrying amount Performing L1 Purchased L2 L3 Fair value Non-perf orming (previo usly termed "deteriorated") Non-performing (previously t ermed "deteriorated") Type of transaction/Amounts Performing Other Purchased L1 L2 L3 Other 20 ,5 75,21 2 - 1,21 4,834 - 4 ,425 ,8 64 17 ,6 74 ,9 29 21 ,9 38,18 4 - 1 ,280 ,7 77 - 13,07 2,44 5 10 ,3 72 ,5 41 833,118 - 464 X X X 1,025,653 - 674 X X X 2. Reverse repurchase agreements 1,169,090 - - X X X 1,253,175 - - X X X 3. Mortgages 9,224,609 - 1,098,689 X X X 9,539,754 - 1,065 ,071 X X X 576,377 - 85,907 X X X 769,791 - 98 ,160 X X X Financing 1. Current account overdrafts 4. Credit cards, personal loans and salary- backed lo ans 5. Finance leases 6. Factoring 7. Other financing Debt instruments 8. Structured securities 9. Other debt instruments Total - - - X X X - - - X X X 6,054 - - X X X 6,118 - - X X X 8,765,964 - 29,774 X X X 9,343,693 - 116 ,872 X X X 1 11,34 4 - - - 10 4,92 0 1,087 1 11,36 0 - - - 10 5,628 1,017 110,091 - - X X X 110,100 - - X X X 1,253 - - X X X 1,260 - - X X 20 ,6 86,55 6 - 1,21 4,834 22 ,0 49,54 4 - 1 ,280 ,7 77 - 4,53 0,78 4 17 ,6 76,01 6 - 13,17 8,07 3 X 10 ,3 73,5 58 Details are given below of the most important positions: - current accounts accounted for intragroup transactions amounting to €681 million. The remaining €153 million relates to business with institutional customers; - reverse repurchase agreements relate to transactions with UBI Leasing SpA amounting to €398.6 million and to €770.5 million with the Cassa di Compensazione e Garanzia (central counterparty clearing house) as part of liquidity position management; - mortgages relate to intragroup transactions of €1.7 billion and to non-intragroup transactions of €8.6 billion. These include the portion arising from the merger of Centrobanca amounting to €4.5 billion (of which €559 million classified as non-performing – termed “deteriorated” in previous financial reports), while those mortgages relating to the former B@nca 24-7 amount to €4.1 billion (including €540 million of non-performing positions); - the other transactions regarded financing for Group companies of €7.4 billion and a loan to the National Resolution Guarantee Fund of €0.5 billion. Non-intragroup positions amounting to €1.4 billion relate mainly to collateral financing of €463.8 million with the Cassa di Compensazione e Garanzia (a central counterparty clearing house) and €252.9 million of financing arising from the Centrobanca Spa merger (of which €15.2 million non-performing – previously termed “deteriorated”). - debt instruments consist of intragroup transactions of €110 million all subject to subordination clauses. 130* UBI Banca - Notes to the Financial Statements 7.2 Loans and advances to customers: composition by debtors/issuers Type of tr ansaction/Amounts 31.12.2015 31.12.2014 Non-per for ming (previously termed "deteriorated") Performing Purchased 1. Debt instrument s Non-perfor ming (previously termed "deteriorated") Per forming Other Pur cha sed Other 111,344 - - 111,360 - - a) Governments - - - - - - b) Other public authorities - - - - - - 111,344 - - 111,360 - - c) Other issuers - non financial companies 1,256 - - 1,263 - - 110,088 - - 110,097 - - - insurance companies - - - - - - - other - - - - - - 20,575,212 - 1, 214,834 21,938,184 - 1,280, 777 - - f inancial companies 2. Financing to: a) Governments b) Other public authorities c) Other - non financial companies - f inancial companies - insurance companies - other Total 3,973 - - 4,651 - 21,564 - - 24,856 - - 20,549,675 - 1, 214,834 21,908,677 - 1,280, 777 3,709,326 - 544,466 3,771,468 - 649, 262 12,478,929 - 27,295 13,051,110 - 27, 421 98,038 - - 98,050 - - 4,263,382 - 643,073 4,988,049 - 604, 094 20,686,556 - 1,214,834 22,049,544 - 1,280,777 7.3 Loans and advances to customers: assets subject to specific hedging Type of t ransact ion/Amounts 31.12.2015 1. Loans subject to fair value specif ic hedge: 31.12.2014 28,264 29,609 28,264 29,609 b) curr ency risk - - c) credit risk - - d) multiple risks - - - - a) interest rate risk - - b) curr ency risk - - c) other - - 28,264 29,609 a) interest rate risk 2. Loans subject to cash flow specifi c hedge: Tot al Assets subject to specific fair value hedges on interest rate risk consisted of loans granted to nonintragroup customers, the change in the fair value of which together with that of the relative hedging contracts, is recognised within item 90 of the income statement – “net hedging income”. 7.4 Finance leases No finance leases with customers were recognised. 131* UBI Banca - Notes to the Financial Statements SECTION 8 Hedging derivatives - Item 80 8.1 Hedging derivatives: composition by type of hedge and hierarchical level NA 31.12.2015 FV 31.12.2015 L1 L2 A. Financial deriv ativ es NA 31.12.2014 FV 31.12.2014 L3 L1 L2 L3 - 592,046 363 20,163,247 - 647,972 - 23,526,955 1) Fai r value - 592,046 - 20,135,573 - 647, 972 - 23, 526,955 2) Cash flow - - 363 27,674 - - - - 3) Foreign investments - - - - - - - - - - - - - - - - - - - - - - - - B. Credit deriv ativ es 1) Fai r value 2) Cash flow Total - - - - - - - - - 592,046 363 20,163,247 - 647,972 - 23,526,955 Legend NA = notional amount L1 = Level 1 L2 = Level 2 L3 = Level 3 Financial derivatives consist almost exclusively of interest rate hedges of the interest rate swap type on the bonds issued. The fair value movement is recognised in item 90 of the income statement – Net profit hedging income (loss). 8.2 Hedging Derivatives: composition by portfolios hedged and type of hedge Fair Value Transactions /Type of hedge Specifi c Interest rate risk 1. A vailable-fo r-sale financial assets 2. Loans 3. Held-t o-maturit y investments x 4. Portfo lio x 5, Ot her transact ions Total assets 1. Financial liabilities 2. Portfo lio Total liabilities Currency ri sk Macro- hedge Credit risk Price risk 7,572 - - - - - x x Specif ic x x x - x - x x - x 363 x x - x - x x - - - - - - x - - - - - 584,474 x 584,474 x - x - x - Macro-hedge Multiple risks 7,572 x Forei gn investments C as h flow - - x x x x x 2. Portfo lio of financial assets and liabilities x x x x x 132* - - - x x x - - x x x x x - 363 x x 1. E xpected trans actions x x x x - - UBI Banca - Notes to the Financial Statements Section 9 Change in the fair value of financial assets subject to macro-hedge - Item 90 9.1 Fair value change in hedged assets: composition by portfolios hedged Fa ir value change in hedged assets / Amounts 31.12.2015 31.12.2014 1. Positiv e changes 4,637 5,583 1. 1 of specific portfolios: 4,637 5,583 4,637 5,583 - - a) loans and r eceivabl es b) available-for-sale f inancial assets 1. 2 general - - 2. Negative changes - - 2. 1 of specific portfolios - - - - a) loans and r eceivabl es b) available-for-sale f inancial assets - - - - 4,637 5,583 2. 2 general Total 9.2 Assets subject to interest rate risk macro hedge Hedged assets 31.12.2015 1. Loans 2. Availa ble-f or -sale financial assets 3. Portfolio Tot al 31.12.2014 81,731 108,283 - - - - 81,731 108,283 Total assets subject to fair value macro hedges on interest rate risk consisted of loans, the change in value of which together with that of the relative hedging contracts, is recognised within item 90 of the income statement – “net hedging income”. 133* UBI Banca - Notes to the Financial Statements Section 10 Equity investments - Item 100 - 10.1 Equity investments: information on investments Name Registered address Op erating h eadq uarters Percen tage o wned % of votes A. Companies subject to exclusive con trol Banca C arime Spa Cosenza Cosenza 99.99% 99.99% Breno (Bs) Breno (Bs) 89.79% 98.63% Milan Milan 83.76% 83.76% Banca Popolare di Ancona Spa Jesi (An) Jesi (An) 99.58% 99.58% Banca Popolare di Bergamo Spa Bergamo Bergamo 100.00% 100.00% Banca di Valle Camonica Spa Banca Popolare Commercio e Industria Spa Banca R egionale Europea Spa Banco di Brescia San Paolo CAB Spa BPB Immobiliare Srl Centrobanca Sviluppo Impresa Sgr Spa IW Bank Spa Prestitalia Spa Società Bresciana Immobiliare Mobiliare - S.B.I.M. Spa UBI Academy Scrl UBI Banca International Sa UBI F actor Spa Cuneo Cuneo 74.78% 79.90% Brescia Brescia 100.00% 100.00% Bergamo Bergamo 100.00% 100.00% Milan Milan 100.00% 100.00% Milan Milan 100.00% 100.00% Bergamo Bergamo 100.00% 100.00% Brescia Brescia 100.00% 100.00% Bergamo Bergamo 68.50% 100.00% Luxembourg Luxembourg 91.20% 100.00% Milan Milan 100.00% 100.00% Brescia Brescia 100.00% 100.00% UBI F inance CB 2 Srl Milan Milan 60.00% 60.00% UBI F inance Srl Milan Milan 60.00% 60.00% UBI F inance 2 Srl Brescia Brescia 10.00% 10.00% UBI F inance 3 Srl Brescia Brescia 10.00% 10.00% Milan Milan 10.00% 10.00% 99.62% UBI F iduciaria Spa UBI Lease Finance 5 Srl UBI Leasing Spa Brescia Brescia 99.62% Bergamo Milan 65.00% 65.00% Brescia Brescia 71.87% 98.56% UBI SPV BBS 2012 Srl Milan Milan 10.00% 10.00% UBI SPV BPA 2012 Srl Milan Milan 10.00% 10.00% UBI SPV BPCI 2012 Srl Milan Milan 10.00% 10.00% Brescia Brescia 10.00% 10.00% UBI Pramerica SGR Spa UBI Sistemi e Servizi SCpA 24-7 Finance Srl B. Compan ies subject to jo int control C. Compan ies subject to sign ifican t influence Aviva Vita Spa Milan Milan 20.00% 20.00% Aviva Assicurazioni Vita Spa Milan Milan 20.00% 20.00% Lombarda Vita Spa Brescia Brescia 40.00% 40.00% Polis Fondi SGRpA Milan Milan 19.60% 19.60% Bergamo Mantova 35.00% 35.00% Shanghai (Cina) Shanghai (Cina) 35.00% 35.00% SF Consulting Srl Zhong Ou Fund Management C o. As concerns Banca Regionale Europea Spa, the percentage of the voting rights given relates to an Ordinary Shareholders’ Meeting. If the privileged shares are also included, then the percentage of voting rights is 75.62% in an Extraordinary Shareholders’ Meeting. The percentage of votes available also includes those available through interests held by subsidiaries of the Bank. 134* UBI Banca - Notes to the Financial Statements 10.2 Significant investments: book value, fair value and dividends received Name Carrying amount Dividends received Fair value (*) B. Companies s ubject to considerable influence 1. Lombarda Vita Spa 164,755 2. Aviv a Vita Spa 31,109 3. Aviv a As sicurazioni Vita Spa 23,600 TOTAL 8,598 1,960 219,464 - 10,558 (*) The fair value is not reported because they are companies that are not listed. Post-tax profit (loss) from discontinued operations Post tax profit (loss) from continuing operations Profit (Loss) on continuin g operations befor e tax Impairment losses and rever sals on property, plant and equipment and intangible assets Net int erest income Total revenues Non-financial liabilities Finan cial liabilities Non-financial assets Financial assets Name Cash and cash equivalents 10.3 Significant investments: accounting information Profit (loss) for the year (1) Other comprehensive income net of taxes (2) Comprehensive income (3) = (1) + (2) B. Compan ies subject to con siderable influence 1. Lombarda Vita Spa (*) X 6,465,045 348,547 6,277,475 222,039 1,604,077 X X 45,158 29,854 - 29,854 (8,429) 21,425 2. Aviva Vita Spa (*) X 7,056,200 176,800 6,618,700 335,500 1,659,200 X X 30,800 15,500 - 15,500 - 15,500 3. Aviva Assicurazioni Vita Spa (*) X 2,652,900 84,500 2,309,000 313,900 X X 14,700 10,400 - 10,400 - 10,400 435,200 (*) Profit (loss) for the year as in the reporting pack age prepared by the companies for the preparation of the consolidated financial statements of the UBI Group and subject to audit 10.4 Non-significant investments: accounting information Name Companies subject to joint control Companies subject to considerable influence Carrying amount of the equity investments - 6 ,225 Total assets - 285,681 Total liabilities - 172,712 Total revenues Post tax profit (loss) from continuing operations - 268,4 88 Post-tax profit (los s) from discontinued operations - - 64,794 - Profit (loss) for the year (1) - 64,794 Other comprehensive income net of taxes (2) - - Comp rehensive income (3) = (1) + (2) - 64,794 The accounting information relates to the following investments: - Zhong Ou Fund Management Co. - Polis Fondi SGRpA - SF Consulting Srl 135* UBI Banca - Notes to the Financial Statements 10.5 Annual changes in equity investments 31.12.2015 A. Opening b alances 31.12.2014 9,624,011 10,608,614 B. Inc reases 83,214 588,149 B.1 Purchases 35,454 452,349 - - B.2 Reversals of impairment losses B.3 Reva luations B.4 Other changes C. Decreases - - 47,760 135,800 ( 49,824) (1,572,752) C.1 Sales - (265,108) C.2 Impa irment losses - (1,255,741) C.3 Other changes (49,824) (51,903) D. Final balances 9,657,401 9,624,011 E. Tota l r evaluations F. Total impairment losses - - (3,652,641) (3,652,641) Purchases relate mainly to the repurchase of stakes held in the network banks (Banca Carime Spa: €25.5 thousand; Banca Popolare di Ancona Spa: €1 million; Banca Valle Camonica Spa: €31.3 million; Banca Popolare Commerce Industry Spa: €2.8 million). The items B.4 and C.3 ‘Other changes’ relate primarily to the following: - the merger of IW Bank Spa into UBI Banca Private Investment Spa amounting to €44.6 million; - the merger of Solimm Srl into SBIM Spa amounting to €2.6 million; - the effect of provisions and distributions in relation to stock grants for a total net impact of €369 thousand; - the liquidation of Coralis Rent Srl amounting to €0.4 million: on 20th March 2015, the voluntary liquidation of Coralis Rent Srl – in liquidation was recorded with the Company Registrar, while its business was transferred directly to the Parent; on 31st December 2015 the liquidation procedure came to a close and the company was removed from the Company Registry. 10.6 Commitments relating to equity investments in companies subject to joint control No commitments relating to equity investments in companies subject to joint control to report. 10.7 Commitments relating to equity investments in companies subject to significant influence Information on this item is given in the corresponding item in the Consolidated Annual Report, which may be consulted. 10.8 Significant restrictions No positions subject to restrictions to report. 10.9 Other information No other information to report. 136* UBI Banca - Notes to the Financial Statements Section 11 Property, plant and equipment - Item 110 - 11.1 Property, plant and equipment for functional use: composition of assets valued at cost A ssets/amount s 31.12.2015 1.1 Owned asset s 31.12.2014 119,228 121,610 a) land 73 ,25 8 73,321 b) buildings 38 ,30 9 40,647 2 ,19 7 2,579 c) furnishings d) electronic equipment e) other 17 0 345 5 ,29 4 4,718 - - 1.2 assets acquired in finance leases a) land - - b) buildings - - c) furnishings - - d) electronic equipment - - e) other - - 119,228 121,610 Total 11.2 Tangible assets held for investment: composition of assets valued at cost 31.12.2015 A ssets/amount s 31.12.2014 Fair value Ca rrying amount 1. Owned a ssets 469,753 L1 L2 - Carrying a mount L3 - 638,763 485,393 Fair value L1 L2 - L3 - 661,926 a) land 252,896 - - 249, 821 253,480 - - 257,182 b) buildings 216,857 - - 388, 942 231,913 - - 404,744 26,680 - - 27,106 27,175 - - 27,106 15,075 - - 13, 553 15,074 - - 13,553 11,605 496,433 - - 13, 553 665,869 12,101 512,568 - - 13,553 689,032 2. Assets ac quired through finance leases a) land b) buildings Total 11.3 Property, plant and equipment for functional use: composition of assets revalued No revalued property, plant and equipment for functional use exists at UBI Banca. 11.4 Tangible assets held for investment: composition of assets measured at fair value No tangible assets held for investment at fair value to report. 137* UBI Banca - Notes to the Financial Statements 11.5 Property, plant and equipment for functional use: annual changes La nd B uildings Ele ctronic e quipment Furnishings Ot her Total A. Gr oss opening bala nces 87,016 99,038 68,438 161,381 146,763 562,636 A.1 Total net reductions in value (13, 695) (58, 391) (65,859) (1 61, 036 ) (14 2,045) (441,026) A.2 Net opening balances 73,321 40,647 2,579 345 4,718 121,610 B. Inc reases 33,275 30,116 349 1 4,276 68,017 - - 1 74 1 2,141 2,316 - - - - - - B.2 Capitali sed improvement expenses - - - - - - B.3 Reversal of imp airment losses - - - - - - B.4 Positive changes in fair value recognised in: - - - - - - a) equity - - - - - - b) income statement - - - - - - B.5 Positive exchange rate diff erences - - - - - - B.6 Tr ansfers from properties hel d for investment - - - - - - B.1 Purchases of which business combina tion transactions B.7 Other changes C. Decreases 33, 275 30, 116 1 75 - 2,135 65,701 ( 33,338) (32,454) (730) (176) (3,701) (70,399) C.1 Sales - - - - - - C.2 Depreciation - (2, 331) (555) ( 175 ) (1,564) ( 4,625) C.3 Impa irment losses recognised in: a) equity b) income statement C.4 Negative changes in fair val ue recognised in: (63) ( 70) (7) - - - - - - - - - (63) (7) - - - (70) - - - - - - a) equity - - - - - - b) income statement - - - - - - C.5 Negative exchange rate differences - - - - - - C.6 Tr ansfers to: - - - - - - a) tangib le assets held for i nvestment - - - - - - - - - - C.7 Other changes (33, 275) (30, 116) (175) (1 ) (2,137) (65,704) D. Final net balances 73,258 38,309 2,198 170 5,293 119,228 D.1 Total net red uctions in value (13, 694) (60, 722) (66,225) (1 60, 251 ) (14 2,855) (443,747) D.2 Final gross balance s 86,952 99,031 68,423 160,421 148,148 562,975 - - - - - - b) assets held for sale E. Va lue at cost 138* - UBI Banca - Notes to the Financial Statements 11.6 Tangible assets held for investment: annual changes 31.12.205 Land A. Opening b alances Buildings 285,010 569,167 A.1 Total net reductions in value (16,455) (325,154) A.2 Net opening balances 268,555 244,013 11 717 B. Inc reases B.1 Purchases 8 12 B.2 Capitali sed improvement expenses - 704 B.3 Positive changes in fair value - - B.4 Reversals of impairment losses - - B.5 Positive exchange rate diff erences - - B.6 Tr ansfers from properties used in oper ations - - B.7 Other changes 3 1 (595) (16,268) (3) - C.2 Depreciation - (15,466) C.3 Negative changes in fair val ue - - (565) (728) C.5 Negative exchange rate differences - - C.6 Tr ansfers to other a sset por tf olios: - - C. Decreases C.1 Sales C.4 Impa irment losses a) properties f or functional use - - b) non-current assets held for disposal - - C.7 Other changes (27) (74) D. Final balances 267,971 228,462 D.1 Total net reductions in value (16,455) (339,871) D.2 Final gross balance s 284,426 568,333 E. Fair value 263,374 402,495 External appraisers were appointed for impairment testing purposes to appraise the entire real estate portfolio; it found the value consistent with the carrying amounts. In this context the fair value of properties was determined on the basis of generally accepted valuation principles, by applying the following valuation criteria: - the direct comparative or market method, based on a comparison between the asset in question and other similar assets subject to sale or currently on sale on the same market or competing markets; - the income method, based on the present value of potential market incomes for a property, obtained by capitalising the income at a market rate. The results of the appraisal method described resulted in a write-down of property positions amounting to approximately €1.3 million. 139* UBI Banca - Notes to the Financial Statements Depreciation was calculated on the basis of the estimated useful life of the assets from the date on which use of the assets began. The estimated useful life for the main asset classes is given in months in the table below. Description Depreciation Useful life Land relating to properties Properties - Leased properties Lifting and weighing equipment Light constructions and scaffolding Furnishings sundry fix tures Ordinary office furnishings and equipment A TM installations NO YES YES YES YES YES YES Not depreciated On basis of appraisal 160 months 120 months 120 months 100 months 96 months Safes and strong roo ms Machinery and sundry equipment Fire fighting equipment Su ndry machinery, furnishings and fixtures Bullet proof co unters or with bullet proof glass Personal computers Canteen equipment Special internal communication equipment A larm systems Electrical and electronic office machinery Motor vehicles A utomobiles Leased automobiles YES YES YES YES YES YES YES YES YES YES YES YES YES 80 months 80 months 40 months 80 months 60 months 60 months 48 months 48 months 40 months 30 months 30 months 24 months Based on duration of contract 11.7 Commitments to purchase property, plant and equipment (IAS 16/74.c) No commitments for the purchase of property, plant and equipment to report. 140* UBI Banca - Notes to the Financial Statements Section 12 Intangible assets - Item 120 - 12.1 Intangible assets: composition by type of asset Assets/amounts 31.12.2015 Finite useful life A.1 Goodwill 31.12.2014 Indefinite useful life X - Finite use ful life Indefinite useful life X - A.2 Other intangible assets 373 37 373 37 A.2. 1 Assets mea sured at cost: 373 37 373 37 - - - - 373 37 373 37 - a) Internally generated intangible assets b) Other assets A.2. 2 Assets at f air value - - - a) Internally generated intangible assets - - - - b) Other assets - - - - 373 37 373 37 Tot al 141* UBI Banca - Notes to the Financial Statements 12.2 Intangible assets: annual changes Other intangible assets: internally generate d Goodwill Finit e useful life Other intangible assets: other 31.12.2015 Indefinite useful Indefinite useful Finite useful life life life 569,694 - - 90,756 37 660,487 (569, 694) - - (90,383) - (660,077) A.2 Net opening balances - - - 373 37 410 B. Inc reases - - - - - - B.1 Purchases - - - - - - - A. Opening b alances A.1 Total net reductions in value - - - - - B.2 Increases in intangible internal assets of which business combina tion transactions x - - - - - B.3 Reversal of impairment losses x - - - - - B.4 Positive changes in fair value - - - - - - - in equity x - - - - - - in the income statement x - - - - - B.5 Positive exchange rate diff erences - - - - - - B.6 Other changes - - - - - - C. Decreases - - - - - - C.1 Sales - - - - - - C.2 Impa irment losses - Amor tisation - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x - - - - - x - - - - - - - - - - x - Impairment losses + equi ty x + income statement C.3 Negative changes in fair val ue - in equity - in the income statement C.4 Tr ansfers to non-cur rent assets held for sale. C.5 Negative exchange rate differences - - - - - - C.6 Other changes - - - - - - D. Final net balances - - - 373 37 410 D.1 Total net impairment losses E. Final gross balanc es F. Value at cost (569, 694) - - (90,383) - (660,077) 569,694 - - 90,756 37 660,487 - - - - - - 142* UBI Banca - Notes to the Financial Statements 12.3 Other information The useful life used for calculating the amortisation of the other finite useful life intangible assets is reported below for each type of asset. 31.12.2015 intangible assets - software Useful life Carrying amount 36 months 373 The software recognised within intangible assets has not yet entered into service and therefore has not yet been amortised. There were no contractual commitments to purchase intangible assets. 143* UBI Banca - Notes to the Financial Statements Section 13 item 80 Tax assets and tax liabilities – Asset item 130 and Liability 13.1 Deferred tax assets: composition 31.12.2015 31.12.2014 Goodwill f rom merger realigned 977, 397 1,023,210 Impair ment losses on loans to customers 149, 777 211,739 Impair ment losses on AFS securities 4, 402 86,4 17 11, 312 10,8 08 Write-down of non-banking loans and unsecured guarantees not d educted 7, 216 9,047 Provisions for staff costs 6, 381 3,835 Provisions for risks and charges not deducted 6, 519 9,082 Goodwill on depository b ank operations from group member companies 1, 182 1,445 - 1,232 Mathematical reserve f or Separ ately Managed Pension Fund former 21.03. 89 account 220 294 Non-recur ring expenses not deducted 232 252 Other minor items 181 207 1,164,819 1,357,568 Property, plant and equipment - greater IAS depreciation Share capital increases deductible over f ive years Tot al 13.2 Deferred tax liabilities: composition 31.12.2015 Reval uation of AFS securities Purchase price alloca tion 31.12.2014 124 ,506 135 ,443 41,128 41 ,128 Property, p lant and equipment - non-accounting excess depreciation deducted 4,509 4 ,646 Leased properties recognised at fair value 1,358 1 ,370 Fa ir value changes of securi ties designated a t f air value 1,038 645 255 255 172,794 183,487 Post-emp loyment benefit f und valuation Tot al 144* UBI Banca - Notes to the Financial Statements 13.3 Changes in deferred tax assets (balancing entry in the income statement) 31.12.2015 1. Ope ning balance 31.12.2014 1,267,287 1,276,957 2. Increases 16,601 31,577 2. 1 Def err ed tax assets arising dur ing the year 16,601 31,577 a) relating to previous yea rs - - b) due to changes in accounting policies - - c) reversals of impairment losses - - 16,601 31,577 2.2 New taxes or incr eases in tax rates - - 2.3 Other incr eases - - - - ( 125,840) (41,247) (6,290) (41, 247) (6,290) (41, 247) b) impairment losses on non-recoverable items - - c) due to changes in accounting policies - - d) other - - d) other of which business combination transa ctions 3. Decrea ses 3.1 Deferred tax assets derecognised dur ing the year a) reversals of temporar y differences 3.2 Reductions in tax r ates 3.3 Other decreases a) transformation in tax credits pursuant to Law 214/2011 b) other of which business combination transa ctions 4. Final b alance - - (119,550) - (119,550) - - - - - 1,158,048 1,267,287 Deferred tax assets are recognised on the basis of the probability of there being sufficient future taxable income and also taking into account the consolidated tax regime adopted in accordance with articles 117 et seq of Presidential Decree No. 917/86. They also depend on the ability, under determined conditions, to convert deferred tax assets into tax credits, that were recognised in the balance sheet relating to write-downs and losses on loans to customers and also to realign the value of goodwill and other intangible assets. The opening balance is the amount for deferred tax assets arising up until 2014 with the balancing entry in the income statement. The deferred tax assets were recognised for IRES purposes at a rate of 27.5% and for IRAP (local production tax) purposes at a rate of 5.57%. Deferred tax assets recognised during the year amounting to €16,601 thousand were composed as follows: €11,775 thousand from 25% of the write-downs and losses on loans deductible over future years for IRES (corporate income tax) and IRAP (regional production tax) purposes, in accordance with Art. 16, paragraph 3, of Decree Law No. 83 of 27th June 2015. This provision did in fact introduce the full deductibility of write-downs and losses on loans to customers recognised in the accounts from 2016 and a reduced 75% reduction on the same items in the 2015 transition period. The remaining portion amounting to €4,826 thousand is composed as follows: €3,707 thousand of additions to provisions for risks and charges and guarantees and commitments that are not deductible; €1,042 thousand of non-deductible depreciation and amortisation; and €77 thousand of expenses incurred during the year deductible in the following year. Deferred tax assets of €6,290 thousand derecognised during the year were composed as follows: €4,047 thousand from the use/release of taxed provisions; €1,508 thousand from recoveries in 145* UBI Banca - Notes to the Financial Statements value on unsecured guarantees; €122 thousand from costs that became deductible during the year; €539 thousand from depreciation on property plant and equipment and other costs which became deductible during the year; and €74 thousand from recoveries resulting from payments from the pension fund. Other decreases amounting to €119,550 thousand relate to the transformation of deferred tax assets for IRES and IRAP into tax credits as a result of the loss recognised for the year 2014 by UBI Banca in accordance with Law No. 214/2011. 13.3.1 Changes in deferred tax assets pursuant to Law No. 214/2011 (balancing entry in the income statement) 31.12.2015 1. Ope ning balance 31.12.2014 1,234,949 1,238,386 2. Increases 11,775 29,090 3. Decrea ses (119,550) ( 32,527) - (27,507) 3.1 Reversals of temporary dif ferences 3.2 Transf ormation in tax credits a) resulting f rom loss for the year (1 19, 550) - (1 19, 550) - - - b) resulting from tax losses 3.3 Other decreases 4. Final b alance - (5,020) 1,127,174 1,234,949 13.4 Changes in deferred tax liabilities (balancing entry in the income statement) 31.12.2015 1. Ope ning balance 31.12.2014 48,043 51,685 2. Increases 393 432 2. 1 Def err ed tax liabilities ar ising during the year 393 432 - - a) rela ting to previous years b) due to changes in accounting pr inciples - - 393 432 2. 2 New taxes or increases in tax rates - - 2. 3 Other increases - - c) other of which business combina tion transactions 3. Decrea ses 3. 1 Def err ed tax liabilities derecognised during the year - - ( 148) ( 4,074) (148) (4, 074) (148) (4, 074) b) due to changes in accounting pr inciples - - c) other a) reversals of temporary differences - - 3. 2 Reductions i n tax rates - - 3. 3 Other decreases - - 48,288 48,043 4. Final b alance Deferred tax liabilities are recognised on the basis of temporary differences between the book value of an asset or liability and its value for tax purposes. 146* UBI Banca - Notes to the Financial Statements As concerns revaluations of equity investments which satisfied the requirements for equity exemption, deferred taxes were recognised on the 5% taxable portion. No deferred tax liabilities were recorded on untaxed reserves, because no events occurred to remove the tax exemption regime. The opening balance is the amount for deferred taxes arising up until 2014 with the balancing entry in the income statement. Deferred tax liabilities of €393 thousand recognised during the year were attributable to equity instruments classified as designated at fair value. Deferred tax liabilities derecognised during the year amounted to €148 thousand representing the difference between statutory accounting and tax accounting depreciation of property, plant and equipment. 13.5 Changes in deferred tax assets (balancing entry in equity) 31.12.2015 1. Ope ning balance 31.12.2014 90,281 128,133 2. Increases 420 28,507 2. 1 Def err ed tax assets arising dur ing the year 420 28,507 - - a) rela ting to previous years b) due to changes in accounting pr inciples c) other - - 420 28,507 2. 2 New taxes or increases in tax rates - - 2. 3 Other increases - - - - 3. Decrea ses (83,930) (66,359) 3. 1 Def err ed tax assets derecognised during the year (83,930) (66, 359) (83,930) (66, 359) - - of which business combina tion transactions a) reversals of temporary differences b) impairment losses on non-recovera ble items c) due to changes in accounting principles - - d) other - - - - 3. 2 Reductions i n tax rates 3. 3 Other decreases 4. Final b alance - - 6,771 90,281 The opening balance is the amount for deferred tax assets arising up until 2014 with the balancing entry in equity. Deferred tax assets recognised during the year, amounting to €420 thousand, were attributable to fair value movements in securities and equity investments classified within available-for-sale financial assets. Taxes derecognised, amounting to €83,930 thousand, consisted of €82,436 thousand for the change in the fair value of available-for-sale securities, €1,232 thousand for expenses incurred for the share capital increase deductible in 2014 and €262 thousand for the amortisation charge on goodwill. 147* UBI Banca - Notes to the Financial Statements 13.6 Changes in deferred tax liabilities (with balancing entry in equity) 3 1.12 .2 0 15 1. O p e n in g b a la n c e 2 . In c re a s e s 2.1 De fe rre d ta x lia bilitie s a ris ing during the ye a r 3 1.12 .2 0 14 13 5 ,4 4 3 3 8 ,8 14 4 2 ,6 0 4 118 ,9 0 6 42,604 118,906 a ) re la ting to pre vio us ye a rs - - b) due to c ha nge s in a c c o unting po lic ie s - - 42,604 118,906 2.2 Ne w ta xe s o r inc re a s e s in ta x ra te s - - 2.3 Othe r inc re a s e s - - c ) o the r o f whic h bus ine s s c o m bina tio n tra ns a c tio ns - 3 . D e c re a s e s - ( 5 3 ,5 4 1) 3.1 De fe rre d ta x lia bilitie s de re c o gnis e d during the ye a r ( 2 2 ,2 7 7 ) (53,541) (22,277) (53,541) (22,277) b) due to c ha nge s in a c c o unting po lic ie s - - c ) o the r - - 3.2 R e duc tio n in ta x ra te s - - 3.3 Othe r de c re a s e s - - a ) re ve rs a ls o f te m po ra ry diffe re nc e s 4 . F in a l b a la n c e 12 4 ,5 0 6 13 5 ,4 4 3 The opening balance is the amount for deferred tax arising up until 2014 with the balancing entry in equity. Deferred tax liabilities recognised during the year, amounting to €42,604 thousand, similarly to those derecognised amounting to €53,541 thousand, consisted of fair value movements in securities and investments classified within AFS at the end of the year. 13.7 Other information Current tax assets The table below reports amounts for current tax assets. 31.12.2015 31.12.2014 164,421 208, 096 1,006 3, 013 Tax credits from transformation of DTAs in tax cr edits pursuant to Law 214/2011 98,750 - Tax credits for IRAP purposes 63,340 80, 486 Other tax credits 37,217 39, 567 364,734 331,162 Taxes paid on account Withheld at source Tot al 148* UBI Banca - Notes to the Financial Statements Current tax liabilities The table below reports amounts for current tax liabilities. Opening balances Tax provision Uses for payment of tax 31.12.2015 31.12.2014 169, 396 232,645 90, 640 173,174 (166,904) Other changes - Final balance s 93,132 (236,423) 169,396 Probability test on deferred taxes As reported in Part A – Accounting Policies in these notes to the financial statements – the recognition of deferred tax liabilities and assets is performed in compliance with the criteria set out in IAS 12, as follows: – with account taken of all taxable temporary differences, for deferred tax liabilities, except in some specific cases; – with account taken of all taxable temporary differences, for deferred tax assets, if it is probable that future taxable income will be earned, against which the temporary difference may be used. The effects, amongst other things, of article 117 et seq of the Consolidated Income Tax Act (Tax Consolidation) are taken into consideration in the calculation of taxable income. Deferrred tax assets (DTAs) are measured on the basis of the tax rates that it is expected will apply in the year in which the tax asset will be realised. As already described in the section “Tax Aspects” of the Management Report, Law No. 208 of 28th December 2015 ( 2016 Legge di stabilità – “stability law” – annual finance law) established a reduction in the tax rate for IRES from 27.5% to 24% in effect from 2017. Nevertheless, for banks and financial companies only the reduction in the IRES rate was neutralised by the introduction of a surtax of 3.5%, again applicable from 2017 (“IRES surtax”). As a result of the introduction of the surtax on IRES, the rate for IRES on the income of banks and financial companies remains substantially unchanged at 27.5% also for future years. More specifically, on the basis of IAS 12, section 46, the reduction in the rate for IRES would result in an obligation to adjust the value of the credit for deferred tax assets in line with the reduction in the rate. The 3.5% surtax on IRES for the banking and financial sector restored the overall level of taxation to 27.5% and consequently it was not necessary to reduce the value of the deferred tax assets previously recognised in the accounts. Furthermore, for the purposes of calculating deferred tax assets and the respective recoverability, the surtax on IRES is considered fully equivalent to the ordinary rate on IRES, because in both cases the calculation of the taxable income follows the rules laid down by the Consolidated Income Tax Act. Consequently, the portion of the tax losses attributable to temporary differences which generate qualified deferred tax assets, and that is those relating to impairment losses on 149* UBI Banca - Notes to the Financial Statements loans to customers and on goodwill, are considered fully convertible into tax credits in accordance with the rules currently in force for ordinary IRES. As at 31st December 2015, deferred tax assets recognised by UBI Banca Spa within the item “130 Tax assets b) deferred” totalled €1,164.8 million and were generated by the following: excess of impairment losses recognised on loans pursuant to Art. 106, paragraph 3, of the Consolidated Income Tax Act: €149.8 million (of which €10 million recognised for IRAP purposes in accordance with the new tax regime introduced by Art. 1, paragraph 158, of the 2014, Legge Stabilità, which made this deductible for the purposes of this regional tax effective from 2013); goodwill and other intangible assets, subject, amongst other things, to tax relief in accordance with the law, for which the amortisation is deductible in subsequent years: €977.4 million, with regard to the amounts reported in both the separate and the consolidated financial statements (article 15 paragraph 10 bis of Decree Law No. 185/2008 introduced by Decree Law No. 98/2011 converted by Law No. 111/2011); impairment losses on the AFS securities portfolio and provisions and expenses not deductible for accrual reasons in accordance with Consolidated Income Tax Act: €37.6 million. For the purposes of carrying out the probability test on deferred tax assets recognised in the balance sheet as at 31st December 2015, those resulting from deductible temporary differences relating to write-downs and losses on loans, goodwill and other indefinite useful life intangible assets (known as “qualified deferred tax assets”) were considered separately. Since the tax year ended 31st December 2011, it has in fact been possible to convert into tax credits deferred tax assets (IRES –corporate income tax) recognised in the balance sheet against tax losses resulting from the deferred deduction of temporary differences relating to impairment losses on loans to customers and on goodwill (Art. 2, paragraph 56-bis, Decree Law No. 225 of 29th December 2010, introduced by Art. 9, Decree Law No. 201 of 6th December 2011). A similar conversion has been allowed with effect from the tax year 2013, if an IRAP (regional production tax) return declares a net negative value for production, relating to the deferred tax assets for IRAP which relate to the aforementioned temporary differences that led to the determination of a net negative value for production (Art. 2, paragraph 56-bis 1, Decree Law No. 225 of 29th December 2010, introduced by Law No. 147/21013). These conversion hypotheses – which are in addition to that already provided where an individual balance sheet records a loss for the year (Art. 2, paragraphs 55 and 56, Decree Law No. 225/2010, as last amended by Law No. 147/2013) – have introduced an additional and supplementary procedure for recovery designed to ensure the recovery of the deferred tax assets in question in all situations, independently of the future profits of a company. The convertibility of deferred tax assets on IRES tax losses and on a net negative value of production for IRAP purposes which are determined by qualified temporary differences therefore amount to a sufficient condition for the recognition of the aforementioned deferred tax assets in the balance sheet which makes the relative probability test obsolete. This approach is also confirmed in a joint document No. 5 issued by the Bank of Italy, the Consob (securities market authority) and Isvap (insurance authority) on 15th May 2012 (issued in respect of a co-ordination committee on the application of the IFRS) relating to the tax accounting treatment for tax assets resulting from law No. 214/2011 and in the subsequent IAS Italian Banking Association document No. 112 of 31st May 2012 (“Tax credit resulting from the transformation of deferred tax assets: Bank of Italy, Consob and ISVAP clarifications on the application of IFRS”). On the basis of those assumptions, UBI Banca has carried out the following tests: – identification of deferred tax assets, other than those relating to write-downs and losses on loans, goodwill and other indefinite useful life intangible assets (“non-qualified deferred tax assets”) recognised in the balance sheet; – analysis of those non-qualified deferred tax assets and deferred tax liabilities recognised in the balance sheet distinguishing them by type for probable timing for use; – forecasts of future income designed to verify its capacity to realise deferred tax assets. The calculations carried out resulted in a tax base able to reabsorb taxes recognised as at 31st December 2015. 150* UBI Banca - Notes to the Financial Statements Section 14 Non-current assets and liabilities and groups of assets and the associated liabilities held for disposal – Asset item 140 and Liability item 90 14.1 Non-current assets and disposal groups held for sale: composition by type of asset 31.12.2015 31.12.2014 A. Single assets A.1 Financial assets - - 2,032 - - - - Total A 2,032 - of which me asure d at cost of which me asured at fair value level 1 of which me asured at fair value level 2 2,032 - - of which me asured at fair value level 3 B. Groups of assets (discontinued operating units) - - A.2 Equity investments A.3 Property, plant and equipment A.4 Intangible assets A.5 Other non-current assets B.1 Financial assets held for trading - - B.2 Financial assets designate d at fair value B.3 Available-for-sale financial assets B.4 Held-to-maturity investments - - B.5 Loans and advances to banks B.6 Loans and advances to customers - 507 B.7 Equity investments - - B.8 Property, plant and equipme nt - - B.9 Intangible assets - - B.10 Other assets Total B of which me asure d at cost - 507 507 of which me asured at fair value level 1 - - of which me asured at fair value level 2 of which me asured at fair value level 3 C. Liabilities associated with single assets held for sale - - C.1 Borrowings - - C.2 Securities C.3 Other liabilities - - Total C - - of which me asure d at cost of which me asured at fair value level 1 - - of which me asured at fair value level 2 of which me asured at fair value level 3 - - D.1 Due to banks D.2 Due to customers - - D.3 Debt securities issued D.4 Financial liabilities held for trading D.5 Financial liabilities de signated at fair value - - D.6 Provisions - - D.7 Other liabilities Total D - - D. Liabilities associated with assets held for sale of which me asure d at cost - - of which me asured at fair value level 1 of which me asured at fair value level 2 - - of which me asured at fair value level 3 - - In June 2015 UBI Banca reclassified one third of the stake held in Zhong Ou Asset Management Co. Ltd (accounting for approximately 11.7% of the total share capital) into non-current assets held for sale in accordance with IFRS 5. Further details are given in section “The consolidation scope” of the consolidated management report. 151* UBI Banca - Notes to the Financial Statements 14.2 Other information There is no other significant information to report. 14.3 Information on equity investments in companies subject to significant influence not accounted for using the equity method There are no equity investments in companies subject to significant influence classified within non-current assets and groups of assets held for disposal. Section 15 Other assets - Item 150 - 15.1 Other assets: composition Descr iption/ Amounts 31.12.2015 31.12.2014 Other assets for tax consolida tion 107,531 Items in transit 140,875 90,302 Debtor items in transit not yet posted to destinati on accounts 240,954 110,165 39,106 34,802 Bills, securities, coupons and fees to be debited to customer s and correspondents 184,614 Currency dif fer ences on currency tr ansactions 3,360 3,555 Cheques drawn on the ba nk 4,592 2,287 Tax credits on withholding tax 8,233 7,225 Stocks 3,567 3,571 Improvements to leased assets Items relating to covered bond operations and securitisations Sundry debtor items Tot al 152* 277 404 127,582 181,089 23,904 24,325 699,981 642,339 UBI Banca - Notes to the Financial Statements LIABILITIES Section 1 Due to banks - Item 10 1.1 Amounts due to banks: composition by type Type of transaction/Amounts 31.12.2015 1. Due to central banks 2. Due to banks 31.12.2014 8,106,441 7,738,913 10,305,964 8,834,453 2.1 1. Current accounts and deposits 2,253,790 2,408,747 2.2 Term deposits 2.3 Financing 2.3.1 Repurchase agreements 4,460,255 960,674 389,462 5,010,334 1,349,898 613,158 571,212 - 736,740 - Total 64,194 15,845,354 65,474 19,140,417 Fair value - level 1 - - Fair value - level 2 Fair value - level 3 15,805,892 19,207,310 Total fair value 15,805,892 19,207,310 2.3.2 Other 2.4 Amounts due for commitments to repurchase own equity instruments 2.5 Other payables The item “Due to central banks” contains the carrying amount of the remaining financing received from the ECB amounting to €8.1 billion. The item “Due to banks – Current accounts and deposits” includes intragroup amounts of €1.7 billion and financing from other banks of €498.7 million. Term deposits include financing from Group banks of €4.4 billion and financing from other banks of €37 million. Repurchase agreements include €344 million with Group counterparties and €45 million relating to positions with other banks. The item “Financing – other” relates to outstanding transactions with the EIB amounting to €570.2 million. The remaining amount relates to intragroup transactions. 1.2 Details of item 10 “Due to banks”: subordinated liabilities No subordinated loans to banks to report. 1.3 Details of item 10 “Due to banks”: structured debts The Bank has issued no structured debt to other banks. 1.4 Due to banks: liabilities subject to specific hedging No liabilities due to banks subject to specific hedging to report. 153* UBI Banca - Notes to the Financial Statements 1.5 Amounts due for finance leases No amounts due to banks for finance leases have been recognised. Section 2 Due to customers - Item 20 2.1 Amounts due to customers: composition by type Ty p e o f t ra n s a c t io n / A m o u n t s 3 1. 12 . 2 0 15 1. Cu rre n t a c c o u n ts a n d d e p o s its 3 1. 12 . 2 0 14 8 5 0 ,2 0 6 2 . Te rm d e p o s its 3 . Fin a n c in g 3 .1 Re p u rc h a s e a g re e me n ts - 6 ,4 9 6 ,6 2 7 6 ,0 0 6 ,4 5 1 6 ,10 7 ,6 6 7 5 ,5 3 1,5 8 6 3 8 8 ,9 6 0 4 7 4 ,8 6 5 3 .2 O th e r 4 . Amo u n ts d u e fo r c o mmitme n ts to re p u rc h a s e o wn e q u ity in s tru me n ts 5 . O th e r p a ya b le s To t a l 1,0 3 2 ,6 8 7 - - - 10 ,7 5 3 2 6 ,13 2 7 ,3 5 7 ,5 8 6 7 ,0 6 5 ,2 7 0 F a ir v a lu e - le v e l 1 - - F a ir v a lu e - le v e l 2 - - F a ir v a lu e - le v e l 3 7 ,3 5 7 ,6 8 8 7 ,0 7 5 ,8 2 5 F a ir v a lu e 7 ,3 5 7 ,6 8 8 7 ,0 7 5 ,8 2 5 The item “Current accounts and deposits” includes cash of €348.3 million from managed portfolios and funds deposited by UBI Pramerica SGR and €231.4 million of intragroup transactions. Repurchase agreements relate to financing transactions with Cassa di Compensazione e Garanzia (a central counterparty clearing house). The main “other” financing liabilities consisted of €361.7 million of transactions with the Cassa Deposito e Prestiti (state controlled fund and deposit institution) and of €23.4 million of intragroup transactions. 2.2 Details of item 20 “Due to customers”: subordinated liabilities No subordinated loans to banks to report. 2.3 Details of item 20 “Due to customers”: structured debts The Bank has issued no structured debt to customers 2.4 Due to customers: liabilities subject to specific hedge No outstanding amounts due to customers subject to specific hedges to report. 154* UBI Banca - Notes to the Financial Statements 2.5 Amounts due for finance leases 31.12.2015 31.12.2014 Residual debt to lea sing companies - within 1 year 1,085 - b etween 1 and 5 years 5,049 4,75 7 17,280 1 8,65 7 - more than 5 years 155* 1,02 3 UBI Banca - Notes to the Financial Statements Section 3 Debt securities issued - Item 30 3.1 Debt securities issued: composition by type 31.12.2015 Type of sec urity/ Amounts 31.12.2014 Fair Va lue Carr ying Amount Lev el 1 Le vel 2 Fair value Carr ying Amount Le vel 3 Level 1 Level 2 Level 3 A. Securities 1. bonds 1. 1 structured 1. 2 other 2. other securities 2. 1 structured 2. 2 other Total 36, 250,054 15,426,790 21,388, 901 - 36,514,980 16,277, 423 21, 078,127 3, 496,668 950,107 2,515, 407 - 3,539,451 978, 676 2, 544,021 - 32, 753,386 14,476,683 18,873, 494 - 32,975,529 15,298, 747 18, 534,106 - 15,186 - 15, 186 - 30,688 - 30,688 - - - - - - - - - 15,186 - 15, 186 - 30,688 - 30,688 - 36,265,240 15,426,790 21,404,087 - 36,545,668 16,277,423 21,108,815 - At the end of the year bonds issued in relation to covered bond operations amounted to €9.3 billion nominal (the carrying amount inclusive of the amortised cost and the delta fair value of the hedge was €9.9 billion). The remaining book value of bond issues on the EMTN market totalled €2.5 billion. 3.2 Details of item 30 “Debt securities issued”: subordinated securities Desc ription/Amount s 31.12.2015 31.12.2014 Debt securities issued Debt securities issued - subordinated 2,851,838 3,583,881 A list of the individual bond issues is given in section 2 - Part F of this report which provides information on capital. 3.3 Debt securities issued subject to specific hedge 31.12.2015 1. Securi ties subject to specif ic fair value hedge: a) interest rate risk 31.12.2014 19,476, 916 20,355,012 19,476, 916 20,355,012 b) currency risk - - c) multiple risks - - - - a) interest rate risk - - b) currency risk - - c) other - - 2. Securi ties subject to specif ic cash flow hedge: Changes in fair value of the underlying bonds and of the relative hedging contracts generated a net result recognised within item 90 in the income statement – “Net hedging income”. 156* UBI Banca - Notes to the Financial Statements Section 4 Financial liabilities held for trading - Item 40 4.1 Financial liabilities held for trading: composition by type 31.12.2015 Type of t ransact ion/Amounts 31.12.2014 FV NA L1 FV* L2 FV NA L3 L1 FV* L2 L3 A. On-bala nce sheet liabilities 1. Due to banks - - - - - - - - - 2. Due to customers - - - - - - - - - - 3. Debt instr uments - - - - - - - - - - 3.1 Bonds 3. 1.1 Structured 3. 1.2 Other bonds 3.2 Other securities 3. 2.1 Structured 3. 2.2 Other Total A - - - - - - - - x x - - - - - - - - - - - - x x - - - - - - - - - - - - - - - - - - - x - - - - - x - - - - - - - - x - - - - x - - - - - - B. Der iva tiv e instruments 1. Financial derivati ves x 7 608,582 11 x x 300 721, 881 - x 1.1 For trading x 7 608,582 11 x x 300 721, 881 - x 1.2 Connected with fair value options x - - - x x - - - x 1.3 Other x - - - x x - - - x 2. Credit derivatives x - - - x x - - - x 2.1 For trading x - - - x x - - - x 2.2 Connected with fair value options x - - - x x - - - x 2.3 other x - - - x x - - - x x 7 608,582 11 x x 300 721,881 - x 7 608,582 11 300 721,881 - Total B Tota l ( A+B) - - - Legend FV = fair value FV* = Fair value calculated excluding changes in value resulting from a change in the credit rating of the issuer since the date of issue NA = nominal or notional amount Financial derivatives (level two) relate to OTC transactions connected with trading activity and were composed mainly of interest rate swaps of €546.1 million, options of €23.4 million, forwards of €34.4 million and swaps on commodities of €4.7 million. The changes should be interpreted in relation to the corresponding item recognised within financial assets held for trading. 4.2 Details of item 40 “Financial liabilities held for trading”: subordinated liabilities The Bank has issued no subordinated financial liabilities held for trading. 4.3 Details of item 40 “Financial liabilities held for trading”: structured debt The Bank has issued no structured financial liabilities held for trading. 157* UBI Banca - Notes to the Financial Statements - Section 5 Financial liabilities designated at fair value - Item 50 The Bank holds no financial liabilities designated at fair value to report. Section 6 Hedging derivatives - Item 60 6.1 Hedging derivatives: composition by type of hedge and hierarchical level NA 31.12.2015 Fair Value 31.12.2015 L1 L2 A. Financial deriv ativ es NA 31.12.2014 Fair Value 31.12.2014 L3 L1 L2 L3 - 700,871 - 13,591,479 - 937,018 - 11,329,852 1) Fai r value - 700,871 - 13,591, 479 - 937,018 - 11,329, 852 2) Cash flow - - - - - - - - 3) Foreign investments - - - - - - - - B. Credit deriv ativ es - - - - - - - - 1) Fai r value - - - - - - - - 2) Cash flow - - - - - - - - - 700,871 - 13,591,479 - 937,018 - 11,329,852 Total Legend NA = notional amount L1 = Level 1 L2 = Level 2 L3 = Level 3 Financial derivatives consist exclusively of interest rate hedges of the interest rate swap type. 6.2 Hedging Derivatives: composition by portfolios hedged and type of hedge Fair value Transactions /Type of hedge Specific I nterest rate risk 1. A vailable-fo r-sale financial as sets Macro- hedge Credi t risk Price risk 669,768 - - 6,374 - - x - x 2. Loans 3. Held-t o-maturit y investments x 4. Po rtfo lio x 5. Ot her transact io ns Total assets Curren cy risk x x - x - x - x x x - x x - x - x x 5,450 - - - - - - - - 19,279 - - Total liabilities Macro-hedge - - 2. Po rtfo lio Speci fic Multiple risks 676,142 1. Financial liabilities Forei gn investments C ash f low x - x x - 5,450 - - x - - - - - - - - - - - - - - - x x x x x x 2. Po rtfo lio of financial assets and liabilit ies x x x x x - x x 19,279 1. E xpected trans actio ns x x - x x - x x x - - With regard to specific hedges, the amount for hedging derivatives on available-for-sale financial assets relates primarily to positions on debt instruments issued by the Italian government. 158* UBI Banca - Notes to the Financial Statements Section 7 Fair value change in financial liabilities subject to macro-hedge Item 70 The Bank has no contracts for macro-hedging of financial liabilities. Section 8 Tax liabilities - Item 80 See Asset Section 13. Section 9 Liabilities associated with disposal groups held for sale -Item 90 See Asset Section 14. Section 10 Other liabilities - Item 100 10.1 Other liabilities: composition Description / Amounts 31.12.2015 Ba lance of illiquid portfolio items 31.12.2014 72,664 77, 638 Other liabilities per tax consol idation 231,802 287, 111 Cr edit items in transit in departments or branches pending posting to accounts 333,096 106, 761 55,103 32, 462 Tax withheld on income paid to third parti es 8,144 8, 401 Indirect taxes payabl e 3,025 3, 101 Items i n transit Dividends and sums due to shareholders Currency differences on currency transactions Amounts due to supplier s Paya bles f or educational, cultural, charita ble and social purposes 26 86 868 264 45,266 41, 138 5,627 6, 564 Paya bles f or guar antees and commitments 21,747 23, 627 Due to personnel 27,583 29, 141 Residual creditor items 76,327 134, 776 881,278 751,070 Tot al 159* UBI Banca - Notes to the Financial Statements Section 11 Post-employment benefit provision - Item 110 - 11.1 Annual changes in post-employment benefits 31.12.2015 A. Opening b alances B. Inc reases B. 1 Allocation for the year 31.12.2014 45,443 40,166 63 6,706 58 168 5 6 ,538 (5,531) ( 1,429) C. 1 Payments mad e (3,80 4) (1, 300) C. 2 Other changes (1,72 7) (129) 39,975 45,443 B. 2 Other changes C. Decreases D. Final balances 11.2 Other information The demographic and actuarial hypotheses adopted to value the post-employment benefit provision and leaving entitlements Methodology used as at 31.12.2015 Mortality rate Post-employment benefit advances Inflation rates Discount rates 2013 SIM (Italian male statistics) and SIF (Italian female statistics) tables (Italian National Office of Statistics data) were used . The probability of advance payments, calculated on the basis of historical data for the Group, is 2% while the average amount requested is between 45% and 100% of the available provision. Long term forecasts of the scenario for inflation led to the use of a rate of 1.5% A discount rate of 1.6968%, was used, calculated as the weighted average of the EUR Composite AA curve as at 31.12.2015, using, as weights, the ratios between the amount paid and advanced for each maturity date and the total amount to be paid and advanced until the extinction of the population considered. This was performed because IAS 19 states that reference should be made to the market yields of “high quality corporate bonds”, or to yields on securities with a low credit risk. By making reference to the definition of “investment grade” securities, where a security qualifies for that classification if its rating is equal to or higher than BBB for S&P or Baa2 for Moodys, it was decided to consider only securities issued by corporate issuers with a class “A” rating with the assumption that this class identifies an average level for “investment grade” securities and thereby excludes higher risk securities. Since IAS 19 makes no explicit reference to a specific market sector for the bonds, it was decided to opt for a “composite” market curve which therefore summarises the prevailing market conditions on the valuation date for securities issued by companies belonging to different sectors, including utilities, telephone, financial, banking and industrial sectors. The euro area was used for the geographical area. 160* UBI Banca - Notes to the Financial Statements Methodology used as at 31.12.2014 Mortality rate Post-employment benefit advances Inflation rates Discount rates 2012 SIM (Italian male statistics) and SIF (Italian female statistics) tables (Italian National Office of Statistics data) were used. The probability of advance payments, calculated on the basis of historical data for the Group, is 2% while the average amount requested is between 45% and 100% of the available provision. Long term forecasts of the scenario for inflation led to the use of a rate of 1.5%. A discount rate of 1.0766%, was used, calculated as the weighted average of the EUR Composite AA curve as at 31.12.2014, using, as weights, the ratios between the amount paid and advanced for each maturity date and the total amount to be paid and advanced until the extinction of the population considered. This was performed because IAS 19 states that reference should be made to the market yields of “high quality corporate bonds”, or to yields on securities with a low credit risk. By making reference to the definition of “investment grade” securities, where a security qualifies for that classification if its rating is equal to or higher than BBB for S&P or Baa2 for Moodys, it was decided to consider only securities issued by corporate issuers with a class “A” rating with the assumption that this class identifies an average level for “investment grade” securities and thereby excludes higher risk securities. Since IAS 19 makes no explicit reference to a specific market sector for the bonds, it was decided to opt for a “composite” market curve which therefore summarises the prevailing market conditions on the valuation date for securities issued by companies belonging to different sectors, including utilities, telephone, financial, banking and industrial sectors. The area was used for the geographical area. 161* UBI Banca - Notes to the Financial Statements Section 12 Provisions for risks and charges - Item 120 - 12.1 Provisions for risks and charges: composition Items/Amounts 31.12.2015 31.12.2014 1,035 1,144 42,522 44,074 2.1 litigation 18,426 27,861 2.2 costs for staff 17,718 8,262 1. Company pension f unds 2. Other provisions for risks and charges 2.3 other Tot al 6,378 7,951 43,557 45,218 The most important positions were as follows: - a release for litigation amounting to approximately €10 million relating to a former Centrobanca Spa position for which the reasons for maintaining the provision no longer existed; - provisions for staff costs related to exposures that are probable but uncertain with regard to the precise amount and timing of the payment. 12.2 Provisions for risks and charges: annual changes Pension funds A. Opening b alances B. Inc reases B.1 Allocation for the year B.2 Changes due to passage of time Other prov isions Total 1,144 44,074 45,218 12 23,945 23,957 - 23, 457 23, 457 12 18 30 B.3 Changes due to cha nges in discount rate - 5 5 B.4 Other changes - 465 465 ( 121) (25,497) ( 25,618) (68) (6, 071) (6, 139) - - - C.3 Other changes (53) (19, 426) (19, 479) D. Final balances 1,035 42,522 43,557 C. Decreases C.1 Use for the year C.2 Changes due to cha nges in discount rate 162* UBI Banca - Notes to the Financial Statements 12.3 Defined benefit company pension funds This consists of a supplementary pension fund in which there are now nine remaining pensioners from Centrobanca Spa participating. No changes in the population of the participants has occurred since the previous year. The contribution for the year 2015 as specified by the “Fund Regulations” was calculated on the basis of the weighted average rate used in the valuation performed 1.63%). Against that contribution the Bank benefited from the returns on using the assets of the fund. The sums in the fund are not invested in specific assets. Except for the amount recognised within liability item 120 a), no other liabilities and/or assets were recognised in the financial statements of the bank. The main actuarial hypotheses on which the valuation of the fund as at 31.12.2015 was based are as follows: - demographic hypotheses from ‘SI2013’ mortality tables; - a discount rate calculated as the weighted average of the EUR Composite AA curve as at 31.12.2015, using, as weights, the ratios between the amount paid for each due date and the total amount to be paid until the extinction of the population. The present value of the fund, calculated on the basis of those assumptions, resulted in an “actuarial profit” of €53 thousand (point C.2). Changes in liabilities in 2015 for IAS 19 purposes A OPEN ING BALANCES B INCREASES 1,144 12 B1 Interest expense B2 Actuarial losses B3 Provisions B4 Other changes C DECREASES ( 121) C1 Benefits paid (68) C2 Actuarial gains (53) C3 D 12 Other changes FINAL BALANC ES 1,035 N O. OF PAR TICIPANTS 9 of which ACTIVE 0 12.4 Provisions for risks and charges - other provisions Items/Components 31.12.2015 31.12.2014 Other provisions for risks and charg es 1. Provision for revocation ( clawback) risks 2. Provision for adjustments on i nterest, commissions and expenses 3. Provision for bonds in default 4. Other provisions for r isks a nd charges Total 163* 2,500 2,500 - 612 - - 3,878 4,839 6,378 7,951 UBI Banca - Notes to the Financial Statements Contingent liabilities Contingent liabilitie s For tax litigation 64,653 For revocation (clawback) action 311 For other litigation 411,108 Tot al 476,072 The liabilities regulated by IAS 37, characterised by the absence of certainty over the timing or the amount of future expense required to settle presumed liabilities, can be classified as being of the following types: probable liabilities; contingent liabilities (possible or remote). The correct identification of the nature of liabilities is of fundamental importance because it determines whether or not the risk deriving from an obligation must be recognised in the financial statements. The recognition of a provision for risks and charges in the financial statements represents a probable liability of uncertain timing or amount19 and the amount recognised in the accounts represents the best estimate of the expenditure required to settle the obligation existing as at the reporting date and reflects the risks and uncertainties that inevitably characterise a number of different facts and circumstances. The amount of a provision is measured by the present value of the expenditure that it is assumed will be necessary to settle the obligation where the effect of the present value is significant. Future events that might affect the amount required to settle the obligation are only taken into consideration if there is sufficient objective evidence that they will occur. The measurement of provisions is periodically reviewed to verify that they are reasonable. The general and theoretical legal parameters which govern the process of determining the present value of provisions, which is performed for each single case of litigation and for the relative residual life, are given below: • type/nature of the litigation, to be assessed in the light of the legal claims formulated by the counterparty. Various “macro-families” are identifiable in this respect such as corporate litigation, labour law cases, financial intermediation litigation, litigation generically definable as compensation for damages (resulting from non-performance of contract obligations, illegal actions, violation of regulations) etc.; • degree of “innovation” in the litigation, to be assessed by considering whether the issues turn on matters already known and “weighed” by the Bank or on completely new matters which therefore require study (e.g. resulting from a change in the legislation or in legal orientations); 19 Details of the criteria for recognising provisions are given in Part A.2 of the notes to the financial statements “The main items in the financial statements”, sub-section 12 “Provisions for risks and charges”, which may be consulted. 164* UBI Banca - Notes to the Financial Statements • degree of “strategic importance” of the litigation to the bank: for commercial reasons the Bank might for example decide to end a case very rapidly even if it had grounds of defence that would allow it to resist in court for a long time; • average length of litigation, to be weighted taking account of geographical factors, which is to say the location of the jurisdiction in which the case is tried and the state of progress of the trial. In this respect a decision must be taken on the source of the statistics from which data is obtained and assistance can be obtained from the lawyers who represent the Bank in litigation and who have direct knowledge of the jurisdictions concerned for each case; • the “nature” of the counterparty (e.g. a private individual or a legal entity, a professional operator or not, a consumer or not, etc.). A contingent liability is defined as: a possible obligation, the result of past events, the existence of which will only be confirmed by the occurrence or (non-occurrence) of future events that are not totally under the control of the enterprise; a present obligation that is the result of past events, but which is not recognised in the accounts because: it is improbable that financial resources will be needed to settle the obligation; the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised in the accounts, but if they are considered “possible”, they are reported only. On the other hand, in compliance with IAS 37, contingent liabilities that are considered remote require no disclosure. As occurs for amounts relating to provisions (for probable liabilities), the amounts for contingent liabilities are also subject to periodic verification because it is possible that events may occur which make them remote or probable with the possible need, in the latter case, to make a provision for them in the financial statements. A list of contingent liabilities of a tax nature are listed below. Assessment notices Substitute tax pursuant to Presidential Decree No. 601/1973 on medium to long-term loans Court hearings took place during the period for appeals relating to the substitute tax (0.25%) under articles 15 et seq of Presidential Decree No. 601/19731 on medium to long-term loans and in particular this involved four payment demands notified and appealed against in the courts. One appeal was successful before the Provincial Commission with a final judgement, one was annulled under “internal review” procedures with a consequent ruling of no further case to answer, while no date has been yet set for hearings for the remaining two. More specifically, with regard to the aforementioned substitute tax on loans, with Resolution No. 20/E of 28th March 2013 the tax authorities addressed the issue of its application in relation to the specific case of loan contracts signed abroad and considered that it was not relevant that the contracts were signed abroad – and would therefore be exempt from the substitute tax – while the actual formation of the contract in Italy was relevant (see agreement of the parties). On the basis of that orientation some local offices of the financial authorities sent payment demands to some Group banks (including the Parent UBI Banca as the survivor of the Centrobanca merger) for the tax years 2009 and 2010 relating mainly to pooled loans granted jointly with other major national banks, which also received payment demands. Good grounds exist for a similar successful ruling for the two appeals of the Bank still to be heard. 165* UBI Banca - Notes to the Financial Statements Preference shares and the registry tax on branch contribution transactions As part of activities to contain risks connected with contingent liabilities, including those of a tax nature, the Bank decided that it was best to come to an overall settlement agreement with the tax authorities on two lines of litigation involving the bank and that is the “preference shares” matter with the potential tax risk inclusive of tax, interest and fines amounting to €115.3 million and the dispute regarding the “branch switching” transactions. The settlement agreement stipulated on 4th February 2016 involves the complete conclusion of all the litigation by means of the payment of taxes in an amount recalculated by the tax authorities and of the related interest. The impact on the income statement for 2015, subject to normalisation, came to approximately €25 million, with account taken of the provisions made from time to time in the accounts to cover the tax risk. Irpeg (former corporate income tax) for 2003 In November 2011 UBI Banca (formerly BPU Banca) was served with a notice of assessment in relation to its tax treatment for IRPEG (former corporate income tax) purposes of the contribution of a bank made on 1st July 2003 to the then newly formed Popolare di Bergamo Spa and Banca Popolare Commercio e Industria Spa. In particular, the full deduction (i.e. tax recovery) by the transferor BPU Banca of the taxed provisions for risks and charges set aside in previous years was disputed. On conclusion of a hearing held in March 2015, the Commission of the Province of Milan accepted the Bank’s appeal, acknowledging that the notice of assessment had been notified after the ordinary term had expired and in the absence of the necessary conditions for full assessment. As a result of that ruling the tax authorities issued a provision agreeing to withdraw the payment demand for €8.3 million notified in 2014 to UBI Banca, which had already been suspended by the Provincial Tax Commission of Milan: withdrawal of that demand has not yet taken place. The tax authorities lodged an appeal on 19th October 2015 to the Regional Tax Commission of Milan against which the bank promptly filed its defence. It will be recalled that the recent parliamentary bill addressing the issue of doubling the time limits for assessment moves in a manner consistent with the arguments put by the Bank in the proceedings in question. Mortgage and land registry duties A notice of payment issued to UBI Banca in July 2011 alleged failure to pay mortgage and land registry taxes for a total of €0.56 million, in relation to the sale, subject to VAT, in 2010 of a set of properties. The Bank appealed before the Tax Commission of the Province of Milan, which fully upheld the appeal with a ruling deposited on 1st October 2012. That ruling was appealed in April 2013 with an application made to the Regional Tax Commission by the tax authorities. With a ruling deposited on 28th May 2014, the Regional Tax Commission confirmed the favourable decision of the court of first instance. In January 2015 the tax authorities lodged an appeal with the Supreme Court of Cassation, in relation to which the Bank lodged its own counter appeal. UBI Banca former Centrobanca: IRES (corporate income tax) losses on loans In 2009 the Regional Department for Lombardy of the tax authorities served a notice of assessment on Centrobanca for the tax year 2006, demanding an extra €2.7 million of IRES, fines of €3.8 million and interest. More specifically, the tax authorities mainly disputed a deduction for losses on loans due to the absence of the requirements of “certainty and precision” required by the tax rules. Centrobanca lodged an appeal with the Tax Commission of the Province of Milan. In February 2015, UBI Banca (as the survivor of the merger with Centrobanca) and the tax authorities signed a reconciliation agreement which quantified the increased tax due at €0.1 million (compared with an original demand for €2.7 million) and the fines and interest at €0.1 million (compared with an original demand for €3.8 million in fines alone). That reconciliation was acknowledged in a hearing of 2nd March 2015 by the Tax Commission of the Province of Milan which declared the matter finally closed. 166* UBI Banca - Notes to the Financial Statements Section 13 Redeemable shares No shares have been issued with redemption rights. Section 14 Equity – Items 130, 150, 160, 170, 180, 190 and 200 14.1 “Share capital” and “Treasury shares”: composition 31.12.2015 Number of ordinary sha res Number of treasury shares held in portfolio 31.12.2014 901, 748,572 901,748, 572 1, 431,829 1,483, 192 The share capital of UBI Banca as at 31st December 2015 amounted to €2,254,371,430 divided into 901,748,572 shares with no nominal value and it has not changed compared with the previous year. 14.2 Share capital - Number of shares: annual changes Ite ms/Ty pe Ordinary A. Shar es existing at the beg inning of t he year - f ully paid up - not fully paid up Ot her 901,748,572 - 901,748,572 - - - (1,48 3,192) - 900,265,380 - 51,363 - - - - - - business combinations - - - conversion of bonds - - - exercise of warrants - - - other - - - f ree of charge: - - - in favour of emp loyees - - - in favour of director s - - - other - - A.1 Treasury shar es (-) A.2 Outstanding shares: init ial numb er B. Inc reases B.1 New issues - by payment: B.2 Sale of trea sury shares - - 51,363 - C. Decreases - - C.1 Cancellation - - C.2 Purchase of treasury shar es - - C.3 Company disposal operations - - C. 4 Other changes - - 900,316,743 - B.3 Other changes D. Out st anding shares: closing balances D.1 Trea sury shares (+) D.2 Shares outstanding at the end of the year - f ully paid up - not fully paid up 167* 1,431,829 - 901,748,572 - 901,748,572 - - - UBI Banca - Notes to the Financial Statements 14.3 Share capital: other information A total of 51,363 treasury shares were granted during the year, as part of remuneration and incentive policies for “key personnel” as described in Part I of these notes. A total of 1,431,829 treasury shares were held in portfolio as at 31.12,2015 with a book value in equity of €5,155,293. 14.4 Reserves of profits: other information 3 1. 12.2015 S tatutory reserve 31 .12. 2014 57 3,91 2 Reserve under Art. 2 2 Legislative Decr ee No. 153 /199 9 Extr aor dinary reserve Reserve for the repurchase of treasury shares 36, 494 97 0,87 0 1,0 40, 797 5,15 5 7, 250 Taxed p rofit reserve Reserve under Art. 1 3 pa r.6 Legislati ve D ecree N o. 12 4/ Reserve under Art. 6 Legislative D ecree No. 3 8/20 05 Reserves of profits for ACT - health policy 4 4 76 2 762 1 6,51 5 16, 515 2,26 7 2, 267 49 49 1,606, 028 1 ,6 78 ,050 Retained earn ings Re serv es of p rofit s 5 73, 912 3 6,49 4 31.12.2015 31.12.2014 Reserve for valuation of equity-accounted investees 12, 153 12, 153 Reserve for reversal of prior year d epreciation and amortisation 61, 649 61, 649 Reserve under art. 7 par. 2 Law No. 218/ 1990 75, 213 75, 213 Reserve pursuant to Art. 7 par . 3 Law No. 218/1 990 71, 885 71, 885 437, 854 437, 854 Reserves f or supplementary pension ref orms -3, 618 -3, 618 Other reserves 22, 324 21, 099 677,460 676,235 Reserves f or tr ansactions under common control Othe r reserv es 168* UBI Banca - Notes to the Financial Statements The summary table below gives the origin, the availability for use and distribution of the items of equity (figures given to one hundredth of a euro) in compliance with Art. 2427, paragraph 1, No. 7-bis) of the Italian Civil Code. A mou nt as at 31. 12.2015 A ) S H A R E C A PITA L S ha re c apita l A mo unt av ailab le Po ssibility of use Tax con strain t ( 1) 2,254,371 ,430.00 Use s in th e las t 3 y ears 512 ,559,822.43 B ) CA PI TA L RES ERV ES S ha re p rem ium reserve B ) RES ER V ES O F PR OF ITS 3,798,429 ,612.02 3,798 ,429,612.02 A B ( 2)( 3) S ta tut ory reserve 573,911 ,871.93 573 ,911,871.93 B ( 4) Ext ra ordina ry reserv e 970,870 ,723.01 970 ,870,723.01 A BC 36,494 ,083.45 5,155 ,292.99 36 ,494,083.45 - AB C AB C 762 ,160.51 762,160.51 AB C 52 ,605.46 52,605.46 AB C 12,152 ,680.05 12 ,152,680.05 AB 12 ,152,680.05 61,649 ,339.66 61 ,649,339.66 A BC ( 6) 61 ,649,339.66 75,213 ,372.10 75 ,213,372.10 AB ( 5) ( 6) 65 ,769,618.41 71,884 ,949.60 437,853,778 .96 71 ,884,949.60 A B ( 5) A B ( 7) 71 ,884,949.60 39 ,125,309.00 Reserv e under Art . 22 Leg isla tive D ecree No. 153/1 999 Reserv e for th e repurc ha se o f t rea sury sha res Reserv e under Art . 13 pa r. 6 Leg isla tiv e D ecree N o. 124/93 Reserv es un a vailab le pursua nt t o A rt. 6 L eg isla t ive D ec ree No. 38/ 2005 Reserv es of prof it s fo r A CT - hea lt h policy Other res erv es of prof its a nd ret ained ea rning s 142 ,676,307.98 918,436,688.7 8 72,021,230.4 0 762,160.51 16,514 ,823.94 2,266 ,865.22 C) OTH ER R ES ERV ES Reserv e for va luat io n of equit y- a cc ount ed invest ees Reserv e for rev ersa l o f prior y ea r d eprec iation and a mo rt isa tion ( 5) Reserv e pursua nt to A rt. 7 pa r. 2 La w No . 2 18/1990 (5) Reserv e pursua nt to A rt. 7 pa r. 3 La w No . 2 18/1990 Reserv es for tra nsa c tions u nder com mon c ontro l Reserv es for supp lem ent ary pension reform s - 3,618,366 .73 Other res erv es 22,323 ,959.51 22 ,323,959.51 AB C 1,844 ,167.38 1 ,844,167.38 A B ( 5) 1 ,844,167.38 29 ,148,801.10 A B ( 6) 27 ,453,137.73 D ) V A LU A TION R ES ERV ES Rev a lua tion reserve L aw No. 350/ 2003 F a ir v alue reserve - a v aila ble- for- sa le fina n cia l a sset s 281,294,088 .54 F a ir va lue reserv e – a do ption of fa ir v a lu e in p la c e of co st (5 ) Reserv e f or a ct ua rial ga ins/los ses on pos t- employ m en t benef it prov ision Other valua tio n reserv es E) Treasu ry s hares 29,148 ,801.10 - 7,554,053 .49 - 344,438 .88 - 5,155,292 .99 TOTA L 8,635,522,4 53.34 Pro fit 5,654,7 38,325.78 935, 877,492.75 123,423,301. 60 Total shareh olders’ eq uity as at 31st D ecem ber 2015 8,758,945,7 54.94 A = for increase in the share capital B = to cover losses C = for distribution to shareholders (1) Amounts on which tax is deferred (2) An amount of €918,436,688.78 was drawn from the share premium reserve in 2015 to replenish the 2014 loss. (3) See details of movements in the reserve occurring over the years: year distributable reserve (*) non distributable reserve 1 ,310,245,825.91 2007 2011 2012 2013 2015 -918,436,688.78 2,158,641,579.47 3,798,429,612.02 5,790,132,233.70 329,528,573.34 -2,713,053,965.45 13,633.30 1,639,788,032.55 total 1,310,245,825.91 7,100,378,059.61 7,429,906,632.95 4,716,852,667.50 4,716,866,300.80 3,798,429,612.02 description Re serves as at 31.12.2006 increase as a result merger with Banca Lombarda increase in the share capital use to repleni sh losses (**) bond conversion s and share capital increases use to repleni sh losses (**) (*) In consideration of the lack of clarity in the legislation over whether a reserve that arose following merger transactions recognised in accordance with IFRS 3 is available for distribution to shareholders, the previously existing portion and the subsequent increases in capital are considered distributable. (**) The replenishment of losses was performed by drawing on part of the increase arising from the merger in relation to the revaluation of items in the accounts of the merged bank and recognition of goodwill following the purchase price allocation amounting to €4,096,625,123. As a result of the losses mentioned that increase was reduced to €465,134,468.77. (4) Only that part of the reserve which exceeds one fifth of the share capital is available, even for an increase in capital and for distribution (Art. 2430, paragraph 1, Italian Civil Code). (5) Distribution to shareholders is dependent on compliance with the provisions of paragraphs 2 and 3 of Art. 2445 of the Italian Civil Code. If it is used to cover losses, no distribution can be made until the reserve has been replenished. 169* UBI Banca - Notes to the Financial Statements (6) The “Value realignment reserve” under Law No. 266/2005 with taxation deferred amounting to a total of €90,607,559.00 consisted of €27,453,137.73 recognised in the “Valuation reserve – adoption of fair value to replace cost”, €61,649,339.66 in the “Reserve for reversal of prior year amortisation and depreciation” and €1,505,081.61 in the "Reserve under Art. 7, Par. 2, Law No. 218/90". (7) The reserve for transactions under common control was increased during last year by €239,338,214.08 as a result of the cancellation of the investment in Centrobanca Spa due to the merger concluded in 2013. As a result of that increase, the reserves of the merged bank that are only taxable if distributed were reconstituted in the surviving bank on the basis of Art. 172, paragraph 5 of the Consolidated Income Tax Act (€39,114,523 on the basis of the reference made by Art.1, paragraph 473 of Law No. 266/2005 to Art. 13 of Law No. 342/2000 and €10,786 pursuant to Art. 13, paragraph 6 of Legislative Decree No. 124/1993). When a dividend was distributed for the financial year 2008, an amount of €273,579,193.83 was drawn from the extraordinary reserve, while €45,027,337.95 was drawn for the distribution of the 2011 dividend. As already reported, the 2011 incentive scheme for the Senior Management of the UBI Group requires the Parent, UBI Banca, to deliver treasury shares to its employees and to grant shares to the employees of its subsidiaries. According to IFRS 2 “share-based payments”, that scheme constitutes an “equity settled” operation where payment is based on shares and made using equity instruments. On this basis, because the objective of IFRS 2 is to recognise the impact on profit and loss of the remuneration paid by means of equity instruments in the income statement in the form of staff costs, UBI Banca and the subsidiaries involved in the scheme recognised the cost for the year within the item 150a “Administrative expense: staff costs” against an increase in equity made by posting the amount to a separate reserve in equity because the obligation of the company will be extinguished by the delivery of equity instruments and that obligation will be settled in any event by UBI Banca. In this context, the item “reserves – other” also includes stock grant reserves relating to the share component of the incentive scheme for UBI Banca personnel amounting to €1.5 million and for the personnel of Group member companies amounting to €829 thousand. 14.5 Capital instruments: composition and annual changes The Bank has no capital instruments. 14.6 Other information No other information to report. 170* UBI Banca - Notes to the Financial Statements Other information 1. Guarantees granted and commitments Tr ansactions 31.12.2015 1) Guarantees granted of a fina ncial nature 31.12.2014 4,6 24, 707 10,085,508 a) Banks 2,8 91, 231 8,500,266 b) Customers 1,7 33, 476 1,585,242 2) Guarantees granted of a commercial nature a) Banks b) Customers 3) Irrevocable commitments to pay f unds a) Banks i) of certain use ii) of uncertain use b) Customers i) of certain use ii) of uncertain use 5 67, 138 463,754 3 88, 944 414,767 1 78, 194 48,987 1,6 72, 692 1,632,712 2 01, 789 647,782 70, 419 636,807 1 31, 370 10,975 1,4 70, 903 984,930 27, 605 29,663 1,4 43, 298 955,267 4) Commitments underlying credit derivatives: protection sales - - 5) Assets pledged to guarantee obligations to third parties - - 6) Other commitments 10,1 27, 437 8,786,031 Tot al 16,991,974 20,968,005 2. Assets pledged to secure own liabilities and commitments Por tfolios 31.12.2015 31.12.2014 419,262 1. Financial assets held for trading 2. Financial assets designated at fair val ue 415,950 - - 3. Availa ble-f or -sale financial assets 8,053,685 10, 508,152 4. Held-to-matur ity investments 2,644,892 1, 850,111 5. Loans and advances to banks 6. Loans and advances to customers 7. Property, plant and equipment - - 3,611,189 3, 719,615 - - The financial assets contained in the table relate to securities owned, pledged to guarantee liabilities and commitments of the Bank as follows: 171* UBI Banca - Notes to the Financial Statements Portfolios To guarantee Own securities Liabilities or commitments issued by third parties Financial assets for trading: Re purchase agre ements Financial assets for-sale: Bank of Italy Advance s 3,984,726 Re purchase agre ements 3,934,201 issued by group member companies 419,262 EIB F inancing 70,076 Othe r transactions 64,681 8,053,684 Financial investments held to maturity: Bank of Italy Advance s 953,623 Re purchase agre ements 1,691,268 2,644,891 Loans to customers: EIB F inancing 561,806 Cove red Bond Iss uance 287,745 1,980,714 Bank of Italy Advance s 780,924 3,323,444 287,745 The table does not report loans (amounting to approximately €1.33 billion) pledged to guarantee the former B@nca 24-7 Spa securitisation, because the bonds are not issued by UBI Banca but by a special purpose entity. In addition to the assets reported above, securities were also pledged as guarantees as follows: To guarantee Liabilities or commitments Nominal amount of securities is sued by a special purpose entity Bank of Italy Advance s own iss ue s ecurities 2,145,268 3,450,000 2,145,268 3,450,000 Notes, senior tranches, acquired through reverse repurchase agreements were issued by special purpose entities for securitisations created by the following “originators”: UBI Leasing Spa for a nominal amount of €468.7 million; Banca Popolare di Ancona Spa for a nominal amount of €344.2 million; Banco di Brescia Spa for a nominal amount of €239.9 million; Banca Popolare Commercio e Industria Spa for a nominal amount of €157.5 million. Notes issued as part of the UBI Banca (former B@nca 24-7 Spa) securitisation included instruments amounting to €934.9 million lodged with the Bank of Italy to guarantee advances. The instruments issued by the Bank consisted of covered bonds issued at a floating rate for €3.450 billion nominal. 3. Information on operating leases No operating lease contracts were entered into. 4. Management and intermediation on behalf of third parties 172* UBI Banca - Notes to the Financial Statements Type of ser vices 31.12.2015 31.12.2014 1. Executio n of or ders on behalf o f customer s a) Purchases 1. Settled 2. N ot settled 3,148,282 800,343 3,140,455 800,109 7,827 234 4,066,376 646,861 4,058,864 645,036 7,512 1,825 a) individ ua l - - b) collective - - - - - - b) Sales 1. Settled 2. N ot settled 2. Por tfolio ma nageme nts 3. Custody and administra tio n of secur ities a) securities of third parties held on deposit : connected with depository b ank activity (not including p ortfolio management) 1. securities issued by the reporting ba nk 2. other securities b) secur ities of thir d pa rties held on d eposit (not including por tfolio management): other - - 60,818,209 67, 189,116 1. securities issued by the reporting ba nk 22,492,702 19, 965,457 2. other securities 38,325,507 47, 223,659 c) securities belonging to third parties, dep osited wi th third parties 60,679,899 67, 029,383 d) own securities deposited with third p arties 27,338,046 29, 753,178 12,717,058 21,916,775 4) Other transa ctio ns The “Custody and administration of securities” relates to financial instruments belonging to ordinary customers of the network banks. 5. Financial assets subject to offsetting in the financial statements, or subject to master netting arrangements or similar agreements. Type of in st rumen t Gr oss amoun t of t he financial asset s (a) Amoun t of the financial liabilities offset in th e accoun ts (b) Related amou nts not offset in th e accoun ts Net amou nt of th e fin ancial assets repo rted in th e acco unt s (c=a-b) Net amou nt Cash deposits received as collateral (e) Finan cial instru men ts (d) 31 .1 2.201 5 Net amoun t (f=c-d-e) 31.1 2.201 4 1. Derivatives 758,603 - 75 8,603 431,427 32 4,35 6 2,820 4,4 45 2. Rep urchase agreements 770,335 - 77 0,335 769,577 - 758 1,6 52 - - - - - - - 3. Stock lending 4. Other - - - - - - Total 3 1.12.2 015 1 ,5 28,9 38 - 1,528 ,9 38 1,20 1,00 4 324 ,3 56 3,57 8 Total 3 1.12.2 014 1 ,3 55,3 97 - 1,355 ,3 97 1,04 3,73 0 305 ,5 70 173* x x 6,097 UBI Banca - Notes to the Financial Statements 6. Financial liabilities subject to offsetting in the financial statements, or subject to master netting arrangements or similar agreements. Related amoun ts n ot offset in t he acco unt s Type of in str umen t Gr oss amoun t of t he finan cial liabilities (a) Amou nt of finan cial assets offset in th e accoun ts (b) Net amou nt of th e finan cial liabilit ies repor ted in th e accou nt s (c=a-b) Fin an cial instru ments (d ) Net amoun t Cash deposits lodged as collateral (e) 3 1.12 .2 015 Net amoun t (f=c-d-e) 31 .12.20 14 1. Deri vati ves 1,232,207 - 1,2 32,20 7 431,427 797 ,631 3,14 9 24,528 2. Rep urchase agreements 6,107,667 - 6,1 07,66 7 6,099,880 7 ,787 - - 3. Stock lending - - - - - - - 4. Other transactions - - - - - - Total 3 1.12.2 015 7 ,3 39,87 4 - 7,339 ,874 6 ,5 31,30 7 8 05 ,4 18 3 ,1 49 Total 3 1.12.2 014 7 ,3 73,97 8 - 7,373 ,978 6 ,2 99,20 0 1 ,0 50 ,2 50 x x 24,52 8 With regard to derivatives, no offsetting has been carried out in the accounts between the same counterparties, because not all of the criteria laid down by IAS 32 are present. The following has been reported in the columns for related amounts not subject to offsetting: the value of the related derivative by single counterparty up to the full amount under financial instruments, while the margin deposits are given up to the full amount, again for single related counterparty under the column for deposits received or made. As a consequence, given the related items for derivatives assets and liabilities and the amount of the respective margin deposits received or made, the column for the net amount (table 5) represents the residual exposure of UBI Banca by counterparty of €1.6 million, while the residual exposure of third parties (table 6) is €14.1 million. The conditions set by IAS 32 were also not met for offsetting asset and liability repo positions with the same counterparties in the financial statements. The following has been reported in the columns for related amounts not subject to offsetting: the fair value of the underlying security by single counterparty up to the full amount under financial instruments, while the margin deposits are given similarly up to the full amount (table 5, assets of €758 thousand) also by single related counterparty under the column for deposits received. 7. Stock lending transactions No stock lending transactions to report. 8. Information on joint arrangements Information on this item is given in the Consolidated Annual Report, which may be consulted. 174* UBI Banca - Notes to the Financial Statements Part C – Notes to the Income Statement Section 1 Interest - Items 10 and 20 1.1 Interest income and similar: composition It ems / Type Debt instr uments 2,638 1. Financial assets held for trading Othe r transa ctions Financing - 2015 2014 - 2,638 22,305 366,506 - - 366,506 408,737 3. Held-to-matur ity investments 45,809 - - 45,809 97,731 4. Loans and advances to banks 70,469 14, 830 - 85,299 86,120 2,726 327, 629 - 330,355 464,189 2. Availa ble-f or -sale financial assets 5. Loans and advances to customers - 6. Financial assets designated at fair val ue - X 7. Hedging derivatives X X 8. Other assets Total X 488,148 342,459 - - - 43,968 43,968 43,234 151 151 155 44,119 874,726 1,122,471 Interest on non-performing (previously termed “deteriorated”) assets amounted to €39.289 million (€47.398 million in 2014). 1.2 Interest income and similar: hedging differentials Items 2015 2014 A. Positive differentials on hedging transactions 265, 882 308,874 B. Negative diff erentials on hedging transactions (221, 914) (265 ,640) 43,968 43,234 C. Balanc e (A-B) 1.3 Interest and similar income: other information 1.3.1 Interest income on financial assets held in foreign currency It ems 2015 Interest i ncome on financial assets held in f oreign currency 2014 11, 999 8,403 1.3.2 Interest income on finance lease transactions No interest income on finance lease transactions was recognised. 175* UBI Banca - Notes to the Financial Statements 1.4 Interest expense and similar: composition Ite ms/Type Borrowings 1. Due to central banks 2. Due to banks 3. Due to customers 4. Debt securities issued Securit ies X - (7,110) (19,846) X - ( 37,448) (78,973) (11,853) X - ( 11,853) (20,143) - (829,393) ( 890,745) (15,959) (829,393) (2,199) - - (2,199) - - - - - (316) (316) (361) X 8. Hedging derivatives X X Total 2014 (7,110) 6. Financial liabilities designated at f air value 7. Other liabilities a nd provisions 2015 (37,448) X 5. Financial liabilities held f or tr ading Othe r tr ansactions X (58,610) (829,393) - - - (316) (888,319) ( 1,026,027) The item interest expense payable to central banks consists of interest accruing during the year on financing obtained from the ECB. The following refinancing operations existed under the ECB TLTRO issuance programme as at 31st December 2015: nominal amount €2.9 billion, issuance 25.03.2015, rate 0.05% nominal amount €2 billion, issuance 30.09.2015, rate 0.05% nominal amount €3.2 billion, issuance 17.12.2014, rate 0.15% 1.5 Interest expense and similar: hedging differentials Interest expense contained no differentials relating to hedging transactions (see section 1.2 of this section). 1.6 Interest expense and similar: other information 1.6.1 Interest expense on liabilities held in foreign currency It ems 2015 Interest expense on liabilities held in foreign currency 2014 (5, 759) (1, 038) 1.6.2 Interest expense on liabilities for finance lease transactions It ems 2015 Interest expense on liabilities f or finance lease transacti ons 2014 (316 ) 176* ( 361 ) UBI Banca - Notes to the Financial Statements Section 2 Fees and commissions - Items 40 and 50 2.1 Fee and commission income: composition Type of service/Amounts 2015 a) guarantees granted 2014 7,572 8,360 - - 18,607 17,665 9,342 9,667 229 961 - - 3.1. individual - - 3.2. collecti ve - - 1,198 999 - - 620 524 (1) (1) 5,935 4,361 5,935 4,361 - - 1,284 1,154 9.1. portfolio management - - 9.1.1. individual - - 9.1.2. collective - - 9.2. insurance products 301 426 9.3. other pr oducts 983 728 b) credit derivatives c) management, trading and advisory services: 1. trading in financial instruments 2. foreign exchange trading 3. portfolio management 4. custody and administration of securities 5. depositor y banking 6. placement of secur ities 7. receipt a nd tra nsmission of orders 8. advisory activities 8.1 on investments 8.2 on financial structure 9. distribution of third party services d) collection and payment services 18,925 18,107 e) servicer activities for securitisa tion transactions - - f) services for f actoring transactions - - g) tax collection and payment services - - h) management of multilateral trading systems i) current account administration j) other services k) stock lending transactions Total 177* - - 21 22 48,287 39,320 - - 93,412 83,474 UBI Banca - Notes to the Financial Statements 2.2 Fee and commission income: distribution channels for products and services Channels/Values 2015 2014 a) Through own branches: 1,904 1. Portf olio management 1,678 - - 620 5 24 1, 284 1,1 54 - - 1. Portf olio management - - 2. Placement of securities - - 3. Thir d pa rty services and products - - - - 1. Portf olio management - - 2. Placement of securities - - 3. Thir d pa rty services and products - - 2. Placement of securities 3. Thir d pa rty services and products b) through indir ect networ ks: c) Ot her distribut ion channels: 2.3 Fee and commission expense: composition S e rv ic e s / A m o u n t s 2 0 15 a ) gua ra nte e s re c e ive d 2 0 14 (392) b) c re dit de riva tive s c ) m a na ge m e nt a nd tra ding s e rvic e s : 1. tra ding in fina nc ia l ins trum e nts 2. fo re ign e xc ha nge tra ding 3. po rtfo lio m a na ge m e nt: 3.1. o wn 3.2. o n be ha lf o f third pa rtie s 4. c us to dy a nd a dm inis tra tio n o f s e c uritie s 5. pla c e m e nt o f fina nc ia l ins trum e nts 6. fina nc ia l ins trum e nts , pro duc ts a nd s e rvic e s dis tribute d thro ugh indire c t ne two rks d) c o lle c tio n a nd pa ym e nt s e rvic e s e ) o the r s e rvic e s To ta l 178* (18,845) - - (26,183) (24,625) (4,907) (2,537) (1) (5) - - - - - - (2,020) (1,411) - - (19,255) (20,672) (3,279) (2,958) (14,579) (12,791) ( 4 4 ,4 3 3 ) ( 5 9 ,2 19 ) UBI Banca - Notes to the Financial Statements Section 3 Dividends and similar income - Item 70 3.1 Dividends and similar income: composition ERRORE! Items/Inc ome ERRORE! 2015 Income from units in UCITS Dividends A. Financial assets held f or tr ading B. Available-for-sale financial assets C. Financial assets at fair va lue 2014 Income from units in U CITS Dividends 39 2 34 - 1,706 4,123 4,812 1, 173 3,013 D. Equity investments 240,547 Tot al 245,305 - 2,169 X - 268,301 4,125 X 275,316 1,173 Details are given below of dividends received from equity investments in subsidiaries and companies subject to significant influence. 20 15 On equity inves tments in s ubsidiaries 2014 229,843 Banca Carime Spa Banca Popolare Commercio e Industria Spa Banca Popolare di Ancona Spa Banca Popolare di Be rgamo Spa Banca Re gionale Europe a Spa Banco di Bres cia San Paolo CAB Spa BPB Immobiliare Srl 235,771 - 11,180 28,221 25,800 7,467 4,146 133,512 129,109 10,704 36,111 8,411 3,151 260 984 Società Bresciana Immobiliare Mobiliare - S.B.I.M. Spa 1,855 1,400 IW Bank Spa 5,492 3,837 UBI Factor Spa 5,722 - UBI Pramerica SGR Spa 28,199 20,053 On equity inves tments in companies subject to s ignificant influence 10,704 32,530 1,960 5,000 Aviv a As sicurazioni Vita Spa Aviv a Vita Spa - 6,000 Lombarda Vita Spa 8,598 14,083 Polis F ondi SGRpA 146 119 - 7,328 240,547 268,301 UBI As sicurazioni Spa (*) Total (*) Company disposed of in December 2014. 179* UBI Banca - Notes to the Financial Statements Section 4 Net trading income - Item 80 4.1 Net trading income: composition Transactions/Components of income I ncome from trading (B) Gains (A) 1. Financial assets held for trading Losses from trading (D) Los ses (C) Net income (loss) [(A+B)-(C+D)] 381 22,101 (2,336) (3,787) 16,359 278 13,049 (1,286) (2,158) 9,883 95 239 (997) (5) (6 68) 1.3 Units in UCITS 8 11 (53) - (34) 1.4 Financing - - - - - 1.5 Othe r - 8,802 - (1,624) 7,178 1.1 De bt instruments 1.2 Equity ins trume nts 2. Financial liabilities held for trad ing - 1,473 - (1,543) (70) 2.1 De bt instruments - 1,473 - (1,543) (70) 2.2 Payables - - - - - 2.3 Othe r - - - - - 3. Financial assets and liabilities: exchange rate differences x x 4. Derivative ins truments 161,550 243,183 (174,920) (224,433) 4.1 Financial derivative s: 161,550 243,183 (174,920) (224,433) 9,180 157,239 229,410 (171,037) (213,745) 1,867 - on debt instrume nts and interest rates - on equity ins trume nts and share indices - on currencies and gold - Othe r 4.2 Credit d erivative s Total 432 x 3,695 x x x (4) x 433 (623) x 9,180 3,500 3,800 3,879 10,078 (3,879) (10,065) - - - - 13 - 161,931 266,757 (177,256) (229,763) 25,902 The most significant positions included the following: - a net gain for financial assets held for trading of €9.9 million on debt securities and a net loss of €0.7 million on equity instruments; - a net gain of €5.4 million for derivatives on equity and debt instruments; - a gain of €11.3 million on foreign exchange trading. 180* UBI Banca - Notes to the Financial Statements Section 5 Net hedging income - Item 90 5.1 Net hedging income: composition Inc ome components/Amounts 2015 2014 A. Inc ome r elating to: A.1 Fair value hedge derivatives 268,402 469,047 A.2 Hedged financial assets (fair value) 115,464 610,960 A.3 Hedged financial liabilities (f air value) 112,005 39,129 A.4 Cash f low hedge f inancia l derivatives - - A.5 Assets and liabilities in foreign curr ency - - 495,871 1,119,136 B.1 Fair value hedge der ivatives (226,425) ( 663, 982) B.2 Hedged f inancial assets ( fair value) (248,853) (14, 359) (9,515) ( 448, 864) B.4 Cash flow hedge financial derivatives - - B.5 Assets and lia bilities in foreign currency - - ( 484,793) ( 1,127,205) 11,078 ( 8,069) Tot al income from hedging act ivity (A) B. Expense relat ing t o: B.3 Hedged f inancial liabilities (fair val ue) Tot al expense from hedging activit y ( B) C. Net hedging income (loss) (A-B) Details of the income and expense for hedging transactions in relation to the items hedged are as follows: Description net income Assets: Available-for-sale debt instruments Loans and advances to customers 6,711 196 Liabilities: bonds in issue 4,171 Net income on hedging 11,078 181* UBI Banca - Notes to the Financial Statements Section 6 Income/expense from disposal or repurchase - Item 100 6.1 Income (loss) from disposals/repurchases: composition It ems/Income component s 2015 Profits 2014 Losses Net income Profits Losses Net pr ofit Financia l assets 1. Loans and advances to banks 2. Loans and advances to customers 3. Availa ble-f or -sale financial assets - - - - - - 3,914 ( 8,164) (4,250) 2,447 (11,771) (9,324) 257,701 (599) 257,102 167,893 (1,150) 166,743 168,620 (575) 168,045 138,261 (1,079) 137,182 82,196 (7) 82,189 9,910 (71) 9,839 6,885 (17) 6,868 19,722 - 19,722 - - - - - - - - - - - - 261,615 (8,763) 252,852 170,340 ( 12,921) 157,419 1. Due to banks - - - - - - 2. Due to customers - - - - - - 3. Debt securities issued 164 (15,747) (15,583) 59 (7,999) (7,940) Tot al lia bilities 164 (15,747) ( 15,583) 59 (7,999) (7,940) 3.1 Debt instruments 3.2 Equity instruments 3.3 Units in UCITS 3.4 Financing 4. Held-to-matur ity investments Tot al assets Financia l liab ilities The net result for the disposal of loans to customers, a loss of €4.25 million, related to an operation to dispose of loans, part of operations designed to reduce the impact of positions difficult to dispose of and with very large operating costs. As concerns “Available-for-sale financial assets - debt instruments”, the profits were mainly attributable to disposals of government securities and amounted to €165.2 million. The most significant component for equity instruments regarded the profit of €82.2 million on the disposal of 4.04% of ICBPI Spa. The repurchase of bonds subscribed by institutional counterparties and retail customers generated a net loss of €15.6 million. 182* UBI Banca - Notes to the Financial Statements Section 7 Net income/expense on assets and liabilities designated at fair value - Item 110 7.1 Net change in financial assets/liabilities designated at fair value: composition Gains (A) Tr ansactions/Component s of income 1. Financial assets Profit on sale ( B) Losses (C ) Losses on sale (D) Ne t income ( loss) [( A+B)-(C+D)] 5,126 230 (1,422) (20) - - - - - 1.2 Eq uity instruments 2,014 182 (367) - 1, 829 1.3 Units in UC ITS 3,112 48 (1,055) (20) 2, 085 - - - - - - - - - - 2.1 Debt secur ities issued - - - - - 2.2 Due to banks - - - - - 2.3 Due to customers - - - - - 1.1 Debt instruments 1.4 Financing 2. Financial liabilit ies 3. Other financial assets a nd liabilitie s in foreign currency: fore ign currency differ ences x 4. Credit and financia l derivatives Total x x 3,914 x 442 - - - - - 5,126 230 (1,422) (20) 4,356 The table below gives the most significant changes in fair value that occurred in the UCITS portfolio in 2015. De sc r iption Ta ge s Fu nds O ther h edge f un ds To tal Ope nin g ba la n ce s e x c ha ng e g a ins/ losse s r a te e ffec t s c losing b ala nc e R ede m pt ions pr ofits /loss es 5, 237 -84 28 -223 44 2 5,400 1 22,03 9 -84 28 2,05 7 442 12 4,482 116, 802 2, 280 183* 119,082 UBI Banca - Notes to the Financial Statements Section 8 Net impairment losses - Item 130 8.1 Net impairment losses on loans: composition Transac tions/Components of income Impairment losses Specific Portfolio Write-offs A. Loans and advances to banks - Financing - Debt instruments B. Loans and advances to customers Non-performing (previously ter med deter iorated) loa ns purchased - Financing - Debt instruments Other loans a nd receivables - Financing - Debt instruments C. Total Reversals 2015 Specific Other Portfolio Other reversals Of interest 2014 Of interest Other reversals - - - - - - - - - - - - - - - - - - - - - - - - - - - (29,846) (168,165) - 11,521 48,790 - 33,534 (104,166) (116,738) - - - - x x - - - - x x x x - - - - - - - - - - (29,846) (168,165) - 11,521 48,790 - 33,534 (104,166) (116,738) (29,846) (168,165) - 11,521 48,790 - 33,534 (104,166) (116,738) - - - - - - - - - (29,846) (168,165) - 11,521 48,790 - 33,534 (104,166) (116,738) Specific impairment losses on loans to customers consisted almost exclusively of impairment losses on mortgages and personal loans, in the portfolios of the former B@nca 24-7 Spa and the former Centrobanca Spa. 8.2 Net impairment losses on available-for-sale financial assets: composition Impairment losses Rever sals Specific Specific Transact ions/Components of income Write-offs A. Debt instruments Ot her of inter est (13,645) - B. Equity instruments - (3 75) C. Units in UCITS - 2015 2014 other r eversals - - (13,645) 898 - - (375) (2,676) (1,5 36) x x (1,536) (1,217) x - D. Loans to banks - - - - E. Loans to customer s - - - - - - (13,645) (1,911) - - (15,556) (2,995) Tot al Write-offs of debt instruments consist of €10 million for the bond BANCA POPOLARE ETRURIA 06/16 TV and €3.6 million for the bond BANCA MARCHE 05/15 TV%. Impairment losses on units in UCITS consisted of write-downs of private equity funds amounting to €1.5 million. 8.3 Net impairment losses on held-to-maturity investments: composition No net impairment losses were recognised on held-to-maturity investments. 184* UBI Banca - Notes to the Financial Statements 8.4 Net impairment losses on other financial transactions: composition Impairment losses Transa ctions/ Compone nts of income Por tfolio Specific Write-offs 2015 Reversals Specific Other Por tfolio Other rever sals Of interest 2014 Other rever sals Of inter est A. Gua rantees granted - (3) (1,592) - 3,198 - - 1,603 B. Credit derivati ves - - - - - - - - (2,000) - C. Commitments to pay fund - - (1,894) - - - - (1,894) 182 D. Other transactions - - - - - - - - - E. Tota l - (3) ( 3,486) - 3,198 - - (291) (1,818) The item, “Impairment losses – other”, relates to losses recognised on specific guarantees granted, while portfolio impairment is determined by using the calculation methodology employed to calculate recognition of collective impairment losses in the UBI Group. Section 9 Administrative expenses - Item 150 9.1 Staff costs: composition Type of expense/Amounts 2015 1) Employees a) Wa ges and salaries b) Social security charges c) Post-employment benef its d) Pension expense e) Provision for post-employment benef its f ) Provision f or pension and similar: - defined contribution - defined benefit g) Payments to external supplementar y pension plans: - defined contribution - defined benefit h) Expenses resulting from share based payments i) Other employee benefits 2) Other sta ff in ser vic e 3) Dir ector s and statutor y a uditors 4) Ex pense s for ret ire d staff 5) Recov eries of expenses for sta ff on secondment to ot her companies 6) Reimb ursements of ex penses for staff on secondment at the Bank Total 2014 (227,728) ( 218,191) (149,901) (140,427) (39,923) (37,650) (8,144) (7,846) - - (790) (1,031) (12) (27) - - (12) (27) (6,789) (6,378) (6,789) (6,378) - - - - (22,169) (24,832) (328) (308) (6,502) (6,388) - - 86,934 87,638 ( 35,475) (32,721) (183,099) ( 169,970) A discussion is given in the “Income statement” section of the Management Report which may be consulted. 185* UBI Banca - Notes to the Financial Statements 9.2 Average number of employees by category 2015 1) EMPLOYEES 2014 1,613 1,579 a. number of senior ma nagers 138 135 b. number of middle managers 900 875 c. remaining employees 575 569 2) OTHER PERSONNEL TOTAL 32 32 1,645 1,611 “Other personnel” includes the board members of UBI Banca. 9.3 Defined benefit company pension funds: expenses and income See section 12 sub-section 12.3 “Defined benefit company pension funds” in the balance sheet liabilities section. 9.4 Other benefits for employees Details are given below of other benefits for employees. 2015 Leaving incentives 2014 (13,920) (17, 370) Expenses f or luncheon vouchers (2,333) (2, 274) Insurance expenses (3,037) (2, 905) Expenses f or medical visits - (20) Expenses f or attendance on personnel training courses (978) (795) Expenses f or interna l communications a nd conventions (1,105) (857) Other expenses Tot al (796) (611) (22,169) (24,832) The item “Other benefits for employees” consists mainly of expenses relating to the leaving incentive plan amounting to €13.9 million. Further details are given in ‘Human resources’ section of the Management Report. 186* UBI Banca - Notes to the Financial Statements 9.5 Other administrative expenses: composition Type of service/Amounts 2015 A. Other a dminist rative ex penses 2014 (203,707) Rent payable Professional and advisor y services Rentals on ha rdwar e, software and other assets Maintenance of hardware, softwar e a nd other assets ( 155,774) ( 7,584) (7,197) (28,583) (23,907) ( 3,257) (3,668) (530) (506) Tenancy of premises ( 7,039) (7,131) Property and equipment maintenance ( 2,757) (3,239) Counting, transport and management of valuables (8) (10) (47,489) (3,613) Inf or mation services and land registry sear ches (511) (773) Books and periodicals (415) (349) Postal (587) (1,459) Insurance premi ums ( 4,267) (4,110) Advertising ( 4,285) (3,249) (973) (699) (10,386) (11,047) ( 9,528) (7,994) Membership fees Entertainment expenses Telephone and data tra nsmission expenses Outsourced ser vices Travel expenses ( 3,395) (3,419) (62,075) (62,094) ( 7,217) (8,408) Printing, stationery and consumables (289) (418) Transport and r emovals (259) (311) ( 1,365) (1,528) (908) (645) (15,770) (15,696) (606) (1,278) ( 7,262) (6,844) Instalments on services provided by Group companies Cr edit recovery expenses Security Other expenses B. Indirect taxes - Indirect taxes and duties - Stamp duty - IMU/ICI (Municipal property taxes) ( 6,099) (5,965) - Other taxes ( 1,803) (1,609) (219,477) ( 171,470) Total The item ‘Membership fees’ includes the ordinary and extraordinary contributions to the National Resolution Fund totalling €41.9 million. Further details are given in the special section in the Management Report. 187* UBI Banca - Notes to the Financial Statements Section 10 Net provisions for risks and charges - Item 160 10.1 Net provisions for risks and charges: composition Provisions Releases Net provisions as at: Provisions Net provisions as at: Releases 2015 2014 Provision for revocation (clawback) risks - - - (500) - (500) Staff costs - - - - - - Provision for bonds in default - - - - - - Net provisions for litigation (4,127) 12,406 8,279 (1,327) 992 (335) Provisions for risks and charges (2,429) 1,105 (1,324) (1,954) 2,478 524 Total (6,556) 13,511 6,955 (3,781) 3,470 (311) As already reported in section 12.1 of Part B of these notes, the releases include a former Centrobanca provision amounting to €10 million relating to defence in legal proceedings where the grounds for maintaining it no longer existed. Section 11 Net impairment losses on property, plant and equipment - Item 170 11.1 Net impairment losses on property, plant and equipment: composition Assets/Income components A. Property, plant and equipment A.1 Owned - for functional use - For investment A.2 Acquired through finance lease - for functional use - For investment Total Depreciation (a) Impairment losses (b) Reversals of impairment losses (c ) Net result (a+b-c) (19,595) (4,624) (14,971) (496) (496) (1,363) (70) (1,293) - - (20,091) (1,363) - 2014 (20,958) (4,694) (16,264) (21,002) (5,555) (15,447) (496) (496) (21,454) (501) (501) (21,503) Impairment losses on property, plant and equipment included impairment on properties amounting to €1.363 million. See section 11.6 of Part B of these notes for further information. Section 12 Net impairment losses on intangible assets - Item 180 12.1 Net impairment losses on intangible assets: composition No net impairment losses on intangible assets were recognised. 188* UBI Banca - Notes to the Financial Statements Section 13 Other operating income and expense - Item 190 13.1 Other operating expense: composition 2015 Other opera ting e xpenses 2014 (3,477) (4,628) Depr eciation of improvements to third par ty leased assets (127) (127) Expenses f or secur itisation/covered bond oper ations (444) - Social bond operation expenses (277) (500) (2, 629) (4,001) Other expenses and pri or year expense 13.2 Other operating income: composition 2015 Other opera ting income 2014 121,067 Recover ies of taxes Income for services to Group member companies Charges to third parties for expenses on deposit and current accounts Recover y of insurance pr emiums Other income f or intragroup rents and property management Rent income - other Income from securitisation/covered bond operations Other income, expense recoveries and prior yea r income 124,789 8, 630 7,855 65, 334 64,797 2 2 4, 866 5,140 31, 682 31,999 1, 546 1,457 - 616 9, 007 12,923 The item “Other income, expense recoveries and prior year income” comprises the following: recoveries of expenses for credit card business amounting to €2.9 million; receipt of expenses connected with the management of former B@nca 24-7 Spa financing amounting to €474 thousand; recoveries on litigation proceedings amounting to €2.7 million; recovery of board members fees of €443 thousand; other prior year income of €2.5 million. 189* UBI Banca - Notes to the Financial Statements Section 14 Profits (losses) of equity investments - Item 210 14.1 Profits (losses) of equity investments: composition Component of income /Amount s 2015 A. Inc ome 2014 1,598 1. Revaluations 2. Prof its on sale 3. Reversals of impair ment losses 4. Other income B. Expense 1. Write-downs 2. Impairment l osses 136,393 - - 289 135,380 - - 1,309 1,013 (47) ( 1,258,519) - - - (1, 255,741) 3. Losses on sale (10) (2,081) 4. Other expense (37) (697) 1,551 ( 1,122,126) Net income Item 4, “Other income”, includes the proceeds from the liquidation of the company Coralis Rent Srl which took place in December 2015. As already reported, impairment losses on Group equity investments were recognised in 2014 amounting to €1.256 billion, as well as profits and losses on the disposal of the investments in UBI Assicurazioni Spa, Aviva Vita Spa and Aviva Assicurazioni Vita Spa. As stated in Section A.2 of the notes to the financial statements the “Main balance sheet items”, the value of equity investments is subject to systematic testing for impairment of the carrying amount. This impairment test consists of verifying that the carrying amount recognised for each single investment was not greater than the higher of the value in use and the fair value after sales costs (the recoverable amount). The value used for impairment test purposes was the value in use for subsidiaries. The fair value less cost to sell was not estimated for all the CGUs except for IW Bank, UBI Pramerica and UBI Banca International, because there were no transactions for comparable companies in the latest period. In the case of IW Bank and UBI Pramerica, the fair value less costs to sell was obtained from multiples of comparable companies, while for UBI Banca it was obtained on the basis of a prudent appraisal of the realisable value of the assets held by it. The values in use for equity investments were those of the corresponding values of the cash generating units (CGUs) to which the carrying amount of the equity investments held among the assets of the specific legal entity subject to impairment testing were added. The dividend currently being distributed was added to the amount obtained in this manner. Consistency was maintained between the consolidated financial statements and the separate financial statements in carrying out impairment tests on CGUs, although the impacts on the two balance sheets may be different because of the different carrying amounts. Also in the consolidated financial statements, impairment cannot exceed the equity of the assets subject to impairment testing and that is it cannot write down the carrying amounts of assets outside the field of application of IAS 36. As a consequence of the above, the impairment tests performed as at 31.12.2015 found no reason to recognise any impairment losses on the equity investments recognised in the balance sheet. Details of the factors underlying the projections and the assumptions made are given in subsection 13.3 “Other information” in the assets section, which may be consulted. 190* UBI Banca - Notes to the Financial Statements Section 15 Net result of fair value changes in property, plant and equipment and intangible assets – Item 220 – No items of this type exist for the Bank. Section 16 Net impairment losses on goodwill - Item 230 Goodwill was completely written-off in prior years. Section 17 Profits (losses) on disposal of investments - Item 240 17.1 Profits (losses) on disposal of investments: composition C omponent of income/Amounts 2015 A. Proper ties - Profits on sale - L osses on sal e B. Other assets 2014 42 82 42 1 33 - (51) 1 (21) - Profits on sale 2 - - L osses on sal e (1) (21) 43 61 Net income 191* UBI Banca - Notes to the Financial Statements Section 18 Taxes on profit for the year for continuing operations - item 260 18.1 Taxes on profit for the year from continuing operations: composition Income compo ne nts/Amo unts 2015 1. Current taxes (-) 2. Change in current taxes of prior years (+/-) 3. Reduction in current taxes for the year (+) 3. a Reduction in current taxes for the year for tax cred its pursuant to Law 21 4/2011 (+) 4. Change in deferred tax assets (+ /-) 5. Change in deferred tax liabili ties (+/-) 6. Ta xation for the year (-) (-1+/-2+ 3+3a+/-4+/-5) 2014 (4,69 9) (6,0 59) (27,46 1) 5,0 20 - - 119,55 0 - (109,23 9) (9,6 70) (24 5) 3,6 42 (22,094) (7,067) Current taxes amounted to €4.7 million and were composed of the IRES (corporate income tax) and IRAP (local production tax) provisions for the year. That amount was adjusted for items of tax income resulting from participation in the tax consolidation by a total of €870 thousand and by €415 thousand resulting from write-downs of AFS securities. The decrease in prior year current taxation by €27.5 million consists of €25.7 million as a result of a settlement agreement with the tax authorities relating to the most substantial items of Group litigation and €1.8 million from adjustments to the prior year current taxation which resulted in an increase in tax assets. The reduction in current taxes, by €119.55 million is shown to highlight the transformation of deferred tax assets resulting from the loss incurred by UBI Banca in 2014 into tax credits, as requested by the “addendum” letter of 7th August 2012 issued by the Bank of Italy. This reduction was fully offset by movements in tax assets because the transformation of deferred tax assets into tax credits had no impact on the income statement, in compliance with the instructions in the addendum letter cited and in Document No. 5 of 15th May 2012 issued as a result of co-ordination between the Bank of Italy, Consob (Italian securities market authority) and Isvap (Italian insurance authority”. The remainder of the change in deferred tax assets amounting to €10.311 million consists of the difference between the balance on increases and decreases shown in items 2.1 and 3.1 of table 13.3. The change in deferred tax liabilities of €245 thousand consists of the balance on increases and decreases reported in table 13.5 (items 2 and 3). 192* UBI Banca - Notes to the Financial Statements 18.2 Reconciliation between theoretical taxation and actual taxation recorded in the accounts IRES (CORPORATE INCOM E TAX) Taxabl e income Theoretical IRES payabl e 145,518 IRES % (40,017) 27.50% Permanent increases - Non-deductible losses and impairment 1,326 (364) 0.25% - Non-deductible interest expense 32,350 (8,896) 6.11% - Non-deductible costs and other provisions, net 10,096 (2,776) 1.91% 4,713 (1,296) 0.89% 88 (24) 0.02% 1,217 (335) 0.23% - I.M.U. (municipal property tax) and other non-deductible taxes - Minus amounts non-deductible on disposal of equity investments - Non-deductible auto expenses - Non-deductible donations 307 (84) 0.06% - Representative office expenses 566 (156) 0.11% - Entertainment expenses 315 (87) 0.06% - Non-business buildings 294 (81) 0.06% - T ax litigation provision - (9,843) 6.76% - T ax authority settlement provision - (25,628) 17.61% (233,003) 64,076 -44.03% (18,370) 5,052 -3.47% - One-off 10% IRAP (local production tax) and labour expense deduc (1,034) 284 -0.20% - Other changes (1,463) 402 -0.28% (57,080) (19,773) 13.59% Permanent decreases - Exempt dividends - 2015 ACE (grow th law ) concession Effective IRES payabl e IRAP (REGIONAL PRODUCTION TAX) Taxabl e income Theoretical IRAP payabl e IRAP % 145,518 (8,105) 5.57% Permanent increases - Staff costs (item 150 a) 183,099 (10,199) 7.01% - Impairment losses on AFS and unsecured guarantees (item 130 b a 15,847 (883) 0.61% - Non-deductible interest expense 35,533 (1,979) 1.36% - Recovery of taxation on operating income 17,989 (1,002) 0.69% - Administrative expenses - 10% (item 150 b) 21,948 (1,222) 0.84% - Depreciation and amortisation - 10% and non-operational (item 17 16,454 (917) 0.63% - I.M.U. (MUNICIP AL P ROP ERT Y T AX) 5,243 (292) 0.20% - Other changes 8,491 (472) - Losses on disposals of operating investments (item 240) 1 - 0.32% 0.00% Permanent decreases - Untaxed dividends (121,883) 6,789 -4.67% - Income not taxed for IRAP purposes (item 190) (117,590) 6,550 -4.50% - T ax w edge (160,474) 8,938 -6.14% - P rovisions for risks and charges (item 160) (6,955) 387 -0.27% - P rofits on equity investments (item 210) (1,551) 86 -0.06% 41,670 (2,321) 1.59% 145,518 (22,094) 15.18% Effective IRAP payabl e Total effective IRES and IRAP tax expense 193* UBI Banca - Notes to the Financial Statements Section 19 Post-tax profit (loss) from discontinued operations - Item 280 - No profits or losses on groups of assets held for disposal were recognised. Section 20 Other information There is no further information of significance. Section 21 Earnings per share 21.1 The average number of ordinary shares with diluted share capital International accounting standards (IAS 33) specify a precise method for calculating earnings per share (EPS) with two formulas: basic earnings and diluted earnings per share. Basic EPS has been calculated by dividing the profit attributable to ordinary equity holders of the Parent by the weighted average number of ordinary outstanding shares during the year. 21.2 Other information The relative figures for basic and diluted EPS for the separate UBI Banca accounts are given below, while greater details of the methods of calculation and figures for the Group are given in the relative section of the consolidated financial statements. 2015 Basic EPS Diluted EPS 2014 Profit "attr ibutable" (thousands of euro) Weighted average ordinar y shares Earnings per share Profit "attributable" (thousands of euro) Weighted average ordinary shares Earnings per share 119,324 119,324 900, 287,051 900, 287,051 0. 1325 0. 1325 -917, 775 -917, 775 900,157,867 900,157,867 -1.0196 -1.0196 194* UBI Banca - Notes to the Financial Statements Part D – Comprehensive income Detailed statement of comprehensive income 31.12.2015 Items 10. Gross amount Tax on income X X Profit (loss) for the yea r Net amount 123,423 Other compre hensive income without t ransfer to the inco me stateme nt 20. Pr op erty, plant and equipment 30. Intangible assets 40. Def ined benef it plans 50. Non-current assets held f or sal e. 60. Shares of valuation reserves of equity accounted investees 1, 780 (489) 1,291 Other compre hensive income with tr ansfer t o t he income stateme nt 70. Hedging fore ign inv est ment s: a) changes in fair value b) transfer to the income statement c) other changes 80. Curre ncy tra nslat ion differences: a) changes in val ue b) transfer to the income statement c) other changes 90. Cash flow hedges a) changes in fair value (1 02) - (102) b) transfer to the income statement c) other changes 100. Ava ila ble-for-sale financial asse ts: a) changes in fair value 325, 422 (104, 296) 221,126 b) transfer to the income statement - impairment losses - profits and losses from sal e 133 (44) (1 15,7 68) 32,80 2 211,465 (72,027) 89 (82 ,966) c) other changes 110. Non-current a ssets held for sale: a) changes in fair value b) transfer to the income statement c) other changes 120. Sha res of va lua tion reserves of equity accounted inve ste es: a) changes in fair value b) transfer to the income statement - impairment losses - profits and losses from sal e c) other changes 130. Tot al other compr ehensive inco me items 140. Comprehensive income (item 10 + 130) 139,438 262,861 195* UBI Banca - Notes to the Financial Statements Details are given below of the main changes in fair value and of recognition through profit and loss (impairment losses): a) Changes in fair value Government securities Other debt instruments Other certificates Gross change in reserve 305,397 -256 20,281 325,422 tax -100,995 85 -3,386 -104,296 Net change in reserve 204,402 -171 16,895 221,126 The change in the reserve for government securities and debt instruments is determined by the credit risk component inherent in the market price of securities, while the interest rate risk component for hedged securities is recognised in the income statement within item 90 – “Net hedging income”. b) transfer to the income statement (impairment losses) Banca Popolare dell'Etruria Idea Eff Energ SV So Fondo Ital. Inv-Port Other Gross change in reserve 504 412 -471 -312 133 tax -167 -136 156 103 -44 Net change in reserve 337 276 -315 -209 89 c) transfer to the income statement (profit and loss on the disposal) BTP-01MG31 6% BTP-010818 4,5% ITALY 21 TV CMS BTP-01AG16 3,75% BTP-01DC18 3,50% BTP-15NV16 2,75% BTP-01MG19 2,50% BTP 01 AG 19 1,5% UNICRDIT INT 09/P RC ICBPI - Ist.Centrale Banche Popolari Italiane OTHER CERTIFICATES Gross change in reserve 39,327 -1,145 -14,805 -25,880 -55,947 -21,312 -9,302 -3,380 -2,498 -21,410 584 -115,768 196* tax -13,005 379 4,896 8,558 18,502 7,048 3,076 1,118 826 1,598 -194 32,802 Net change in reserve 26,322 -766 -9,909 -17,322 -37,445 -14,264 -6,226 -2,262 -1,672 -19,812 390 -82,966 UBI Banca - Notes to the Financial Statements Part E - Information on risks and the relative hedging policies Introduction In compliance with current regulations, the UBI Group has adopted a risk control system which disciplines and integrates the organisational, regulatory and methodological guidelines of the system of internal controls with which all Group member companies must comply in order to allow the Parent to perform its activities of strategic, management and operational control in an effective and economical manner. The Bank works pro-actively to identify the risks to which it is subject and to define the relative criteria for measuring, managing and monitoring them. The key principles on which Group risk analysis and management are based for the pursuit of an increasingly more knowledgeable and efficient allocation of economic and regulatory capital are as follows: rigorous containment of financial and credit risks and strong management of all types of risk; the use of a sustainable value creation approach to the definition of risk appetite and the allocation of capital; definition of the Group’s risk appetite with reference to specific types of risk and/or specific activities in a set of policy regulations for the Group and for the single entities within it. This part furnishes information on the risk profiles listed below, on the relative management and hedging policies pursued by the Bank and its activities relating to financial derivative instruments: a) credit risk; b) market risks: - interest rates, - price; - currency; c) liquidity risk; d) operational risks. A report on the general framework of the risks and uncertainties to which the Bank is exposed is given in a special section of the Management Report, prepared in compliance with Legislative Decree No. 32 of 2nd February 2007, which implements EC Directive No. 2003/51/EC. Section 1 Credit risk Qualitative information 1. General aspects The strategies, policies and instruments for the assumption and management of credit risk are defined at the Parent by the Chief Risk Officer in co-operation with the Chief Lending Officer, with the support and co-ordination of the relative specialist units. There is a particular focus in the formulation of policies to manage credit risk on maintaining an appropriate risk-yield profile and on assuming risks that are consistent with the risk appetite defined by senior management and, more generally, with the mission of the UBI Group. 197* UBI Banca - Notes to the Financial Statements The priorities in the orientation of the Group's credit management policies are to support local economies, families, businessmen, professionals and small to medium-sized enterprises. The particular attention paid to maintaining relationships established with customers and to developing them over the years is one of the strong points of the Group and it helps to eliminate information asymmetries and offers continuity in customer relationships with a view to long term support. Even in the continuing and difficult current economic situation, the Bank is ensuring that the economy has adequate access to credit by participating, amongst other things, in “Agreements” stipulated between the Italian Banking Association, the Ministry of Finance and trade associations, while preserving the quality of its assets and by employing an extremely selective approach to “non-core” exposures. With regard to “business” customers in particular, lending rules have been formulated and are being followed for the grant and management of loans, which in operational terms translate into action which ranges from the development to the containment of exposures. These rules are based on a number of drivers as follows: internal counterparty rating (average weighted rating for Groups of companies), linked to the degree of protection provided by any accessory guarantees there may be; degree of engagement of the UBI Group with the counterparty or Group of companies; the economic sector to which the counterparty or Group of companies belongs with a view to: the level of sector risk; the overall level of concentration of the UBI Group in the individual economic sector (with verification also of the concentration at individual bank or company level). Finally, particular attention is paid to the definition of guidelines for the treatment of new products, with adequate reporting to senior management concerning observance of risk-yield objectives, the calculation of minimum interest rates for granting loans, the quality of borrowers, guarantees received and expected rates of recovery in cases of insolvency. 2. Policies for the management of credit risk 2.1 Organisational aspects In the performance of its traditional banking business, the Bank is exposed to the risk that the loans it grants will not be repaid by borrowers when they are due and that they must be partially or fully written down. More specifically the risk profile for lending is sensitive to the performance of the economy as a whole, to the deterioration in the financial position of counterparties (shortage of liquidity, insolvency, etc.), or to changes in their competitiveness, to structural or technological changes in corporate debtors and to other external factors (e.g. changes in legislation, deterioration in the value of financial guarantees and mortgages connected with market performance). A further risk factor to which particular attention is paid is the degree of diversification in the lending portfolio among different borrowers and among the different sectors in which they operate. The organisational model on which the units which manage lending activity is based is as follows: Parent units for centralised monitoring and co-ordination; the General Managements of banks and Group companies, to which the following report: Credit Departments; Local Credit Centres; Branches; “Private & Corporate Unity” units. 198* UBI Banca - Notes to the Financial Statements As a whole the characteristics of that organisational model ensure strong standardisation between the units of the Parent and the corresponding units in the network banks, with consequent linearity in the processes and the optimisation of information flows. Loan granting activity is also differentiated, at local level, by customer segment (retail/private banking/corporate and institutional) and specialised by the status of the loan: “performing” (managed by retail, private banking and corporate lending units) and “in default” (managed by problem loan units). Moreover, with regard to banks, the introduction of decentralised Local Credit Units to support retail branches and corporate banking and private banking units, ensures effective co-ordination and liaison between units operating on their respective markets. The Parent oversees policy management, overall portfolio monitoring, the refinement of assessment systems, problem loan management and compliance with regulations through the units that report to the Chief Lending Officer, Credit Risk Management, Strategic Planning and the Audit Function of the Parent and the Group. For all those entities (individual companies or groups) with authorised credit from banks and companies in the Group (including risk activities involving issuer and related risks), which totals more than €50 million (€35 million for single entities or groups of companies classified as “highrisk”), the Parent must set an operational limit which is the maximum credit that may be authorised for the counterparty at UBI Group level. The banks and companies of the Group must also request a prior, consultative, non-binding opinion from the Parent for combinations of a) amounts of authorised credit and b) determined internal rating classes. The various organisational units in banks and product companies are responsible for credit and commercial activities and they also hold responsibility for monitoring both the activity they perform directly and that performed by those units which report to them. More specifically, responsibility for managing and monitoring performing loans lies in the first instance with the account managers who handle daily relationships with customers and who have an immediate perception of any deterioration in credit quality. Nevertheless, all employees of Group member companies are required to promptly report all information that might allow difficulties to be identified at an early stage or which might recommend different ways of managing accounts, by concretely participating in the monitoring process. In the second instance, the organisational unit responsible for monitoring credit risk is the Credit Quality Management and Monitoring Unit, which carries out monitoring, supervision and analysis of performing positions on both a case by case and a collective basis, where the intensity and degree of detail of the analysis is a function of the risk class attributed to the counterparties and the seriousness of the performance problems. It is assisted by Local Credit Units. This unit, not involved in loan approval procedures, either on its own initiative or on submission of a proposal, may assess a position and decide (or propose to a superior decision-making unit when the decision does not lie within its powers), to change the classification of performing counterparties to a more serious status. In these cases it asks the UBI Banca Credit Area – Credit Service Italy, to issue a prior non-binding opinion in cases where Credit Authorisation Regulations require it. The UBI Banca Credit Policies and Quality Service is responsible for co-ordinating and defining guidelines for monitoring the lending portfolio, overseeing the development of monitoring tools, monitoring credit policies and preparing management reports. Management of the “bad loan” (previously termed “non-performing”) positions of all the UBI Group’s network banks is entrusted to the Problem Loan and Credit Recovery Area of UBI Banca, within the unit relating to the Chief Lending Officer. 199* UBI Banca - Notes to the Financial Statements This unit has undergone substantial organisational change in recent years, as part of the implementation of the new model for the management of bad loans (previously termed “nonperforming loans”), designed to improve credit recovery processes, by means of the following: – the introduction of segmentation approaches and division into portfolios of bad loans, on the basis of the size and complexity of the loan; – the specialisation of recovery processes and the units responsible for it, consistent with the segments and portfolios identified; – monitoring of processes for the management of positions; – the assignment of recovery objectives to managers and assessment of results; – the introduction of strategies designed to optimise recovery on specific portfolios, such as for example, recourse to property operators to value the properties which back mortgage loans. As part of that initiative, three specialist services on specific segments have been created within the above mentioned areas: – Small Sum Recovery Service, to manage bad unsecured loans to private individuals for amounts of less than €25,000; – Large Loan Recovery Service, specialising in the management of bad loans to both private individuals and businesses for amounts of over €1 million, or with a net book value of over €500,000. Particularly complex types of position are also managed by this service (e.g. pool financing, etc.); – Private Individual and Corporate Recovery Service, for the management of other types of loan which are not included within the scope of the two services just mentioned. This unit is organised into six specialist functions according to geographical criteria. Furthermore, the management of counterparties being restructured or classified as “unlikely to pay” restructured loans of the network banks, UBI Banca and UBI Leasing Spa was centralised in the Problem Loans and Credit Recovery Area of the Parent in 2014. 2.2 Management, measurement and control systems The Credit Risk Management Area of the Parent is responsible for the Bank’s reporting on credit risk in order to monitor changes in the risk attached to lending. The reports – submitted to the Management Board of the Bank each quarter – illustrate the distributions by regulatory portfolio of internal rating classes and risk parameters. They also show changes in average risk for the loan portfolio, with a focus on the Corporate Market (Core and Large portfolio) and the Retail Market (Business and Individuals portfolio). They describe default rates for loans and contain a section on the quarterly monitoring of concentration and credit quality policies. The set of models which constitute the Group’s internal rating system is managed by the area that reports to the Risk Management Officer with the support of the Credit Area. The system at present involves the use of automatic models for medium to large-size businesses, private individuals and small-sized businesses. Ratings are calculated using a counterparty approach and they are normally reviewed and updated once a year. For the “exposures to corporates” supervisory portfolio, the PD models developed by the UBI Group provide an overall assessment of counterparty risk through a combination of a quantitative and a qualitative component. The quantitative component is developed and processed statistically: the technique selected is that of logistic regression, normally used to assess cases where the dependent variable (target) is dichotomous, either default or performing. The qualitative component of the rating model is based on information acquired by 200* UBI Banca - Notes to the Financial Statements the account manager or a central unit20 of UBI Banca for large corporate positions and it meets the need to incorporate qualitative factors and information on the client in ratings which accompanies and completes the quantitative analyses, in order to detect trends and assess creditworthiness more accurately. The same considerations described above apply to retail exposure classes (for retail businesses and private individuals) except that the qualitative component is not considered. The quantitative component for monitoring and granting loans assesses the credit rating for small-size companies, by integrating it with geo-sectoral, economic and financial, and internal and external performance type assessments. The quantitative opponent for monitoring mortgages to private individuals assesses the credit rating by integrating it with information on personal details and external and internal performance. The quantitative component for granting mortgages to private individuals assesses counterparty risk by integrating it with information on personal details and on the product. The output of the models consists of nine rating classes that correspond to the relative PDs, updated comprising default positions up to December 2014. The determining parameters for LGD are as follows: 1) Bad Loan (previously termed “nonperforming”) LGD 2) Downturn LGD 3) Danger Rate. 1) Bad Loan LGD is calculated as the one’s complement of the ratio of the net recoveries observed during the life of a bad loan position and exposure when the classification as bad loan occurs inclusive of the principal reclassified and the interest that has been capitalised. In accordance with the definition of economic LGD given in supervisory regulations, credit recoveries are discounted to present values at a risk-adjusted rate, which reflects the time value of money and a risk premium calculated on the basis of the volatility of credit recoveries observed compared to a preset market benchmark. 2) The approach adopted for the Downturn LGD was designed to take account of adverse economic conditions for recovery expectations, based on the identification of a period of recession on the basis of the current economic scenario and incorporating historical and prospective macroeconomic trends. 3) The Danger Rate parameter is used to correct the LGD estimated on bad loans only, by considering the following factors: 1) the composition of defaulted loans, because not all new expected defaults are bad loan positions that come directly from the performing category; 2) migration between default categories, because not all defaults that are not in the bad loan category arrive at the most serious and loss-incurring bad loan status; 3) change in the exposure because the exposure may change over time for defaulted positions which migrate to the bad loan category. Credit processes within the network banks work with information channelled from the rating system as described in detail below. The operational units involved in the loan disbursement and renewal process use internal credit ratings, which constitute necessary and essential evaluation factors for credit authorisations when these are assessed and revised. Powers to authorise loans are based on the risk profiles of the customers or the transactions as given by the credit rating and by the expected loss, while 20 This solution was adopted in order to ensure centralised management by specialists in the assessment of large corporate positions in conformity with internal Group assessments. 201* UBI Banca - Notes to the Financial Statements they are managed using Pratica Elettronica di Fido (electronic credit authorisation) software. The credit ratings are used, amongst other things, to monitor loans both by the management reporting system and in the information made available to units in banks involved in the lending process. The assignment to rating classes that are different from those calculated by the internal rating system on the basis of the models adopted is made by proposing an override on the rating. These changes are made on the basis of information not already considered by the rating model, not adequately weighted by the model or where it is intended to anticipate the future influence of the information. For the process of calculating collective impairment losses on loans – consistent with decisions taken by the Parent – a method based on internal ratings and internal estimates of loss given default (LGD) is used. Activity also continues constantly to revise, update and adopt policies and regulations for credit risk management. Existing policies are listed below together with the principal contents. – Credit Risk Management Policy, which unifies regulations for the management of different types of credit risk in a single document, which were previously contained in separate policies. This policy sets regulations for the following: ordinary customers, for which, regulations, principles and limits to manage credit risk are set on the basis of the availability of internal ratings. The definition of the limits is based on a series of indicators expressed in terms of: capital allocation, values for maximum risk (i.e. target and maximum expected loss), limits on risk-taking in terms of the distribution of exposures by credit rating class and the management of credit quality; institutional and ordinary counterparties resident in countries at risk for which the risk management policy, the relative regulations to implement it and the documents setting limits lay down rules and principles for managing credit granted to resident and non-resident institutional customers and also to ordinary customers in countries at risk. As with ordinary customers, the definition of the limits is based on a series of indicators expressed in terms of: capital allocation, limits on the assumption of risks in terms of the distribution of exposures by credit rating class and countries and the management of credit quality; single name concentration risk, which sets maximum exposure limits on single counterparties in order to limit risks of instability that would arise from high rates of concentration for loans to major borrowers if one of these should default; - – policy for the distribution of mortgage loans through brokers, which regulates the procedures for the use of external distribution networks for granting mortgages to non-captive customers in order to contain potential credit, operational and reputational risks; – policy on the portability, renegotiation, substitution and early repayment of the mortgages of direct customers of the network banks, which provides UBI Group guidelines for the portability (in both directions), the renegotiation, the substitution and early repayment (partial or total) of mortgages. It is designed with a view to minimising the times required, the conditions and the related costs (by setting minimum service standards, amongst other things) and also to equipping the Group with appropriate processes and instruments to manage the relative risks (credit, operational and reputational); – policy on the portability, renegotiation, substitution and early repayment of mortgages granted through brokers, which relates to mortgages granted on the basis of standing arrangements between the companies and banks in the Group and specific distribution networks; 202* UBI Banca - Notes to the Financial Statements – policy on risks resulting from securitisations, which sets guidelines for the Group to manage risks resulting from securitisations; – policy on residual risk, which defines strategic orientations relating to the management of “residual risk”, defining the process of control over the acquisition and use of techniques to reduce credit risk in order to mitigate the risk in question; – policy on internal controls to manage risk assets and conflicts of interest with regard to associate companies, which implements Bank of Italy recommendations. The policy defines guidelines and criteria for the adoption by the Group as a whole and by individual Group banks and companies of appropriate organisational structures, internal control systems and specific internal policies to manage that risk within two areas defined by the regulations: prudential limits and approval procedures. – policy to manage equity risk, which defines appropriate management controls designed to: contain the risk of locking up too much liquidity as a result of making equity investments in financial and non-financial companies and, with specific reference to non-financial companies, promote risk and conflicting interest management that complies with the criterion of sound and prudent management. 2.3 Techniques for mitigating credit risk The Bank employs standard risk mitigation techniques used in the banking sector by acquiring security such as properties and financial instruments as well as personal guarantees from counterparties for some types of loan. Determination of the total amount of credit that can be granted to a given customer and/or group of companies to which the customer belongs takes account of special criteria for assigning weightings to the different categories of risk and to guarantees. Prudent "haircuts" are applied to the estimated value of collateral depending on the type of security. The main types of security accepted by the Group are as follows: real estate mortgage pledge. In order to ensure that general and specific requirements are met for recognition of collateral, as part of its credit risk mitigation techniques (CRM) in accordance with supervisory regulations, for prudent purposes the UBI Group has performed the following: redefined credit processes relating to the acquisition and management of collateral. With particular regard to mortgages, in network banks it is compulsory to enter all data on a property needed to render collateral eligible in account manager software systems. Particular attention was paid to the compulsory nature of expert appraisals and to the prompt recovery of the relative information, including notarial information (details of registrations), essential for guarantees to be accepted; acquired, for existing mortgages, all the information required to ensure that they are admissible, in line with the provisions of Basel 2 in terms of specific requirements. 2.4 Non-performing (previously termed “deteriorated”) financial assets The classification of the problem loan portfolio complies with regulations and legislation and can be summarised as follows: • loans past due and/or continuously in arrears; • “unlikely to pay” loans 203* UBI Banca - Notes to the Financial Statements • bad loans (previously termed “non-performing loans”). This classification was revised at the beginning of 2015 in line with supervisory provisions. In addition to those classes, there remains a type of problem loan in respect of “country risk” for unsecured exposures to institutional and ordinary customers belonging to countries considered as “at risk” as defined by the supervisory authority. Exposures previously classified as “impaired” and “restructured” are now comprised within the “unlikely to pay” class. These subdivisions nevertheless remain for management purposes. With regard to unlikely to pay exposures (formerly “impaired”), in order to optimise management and solely for operational purposes, these are divided into positions for which it is considered that the temporary situation of objective difficulty can be overcome in a very short period of time and the remaining positions, for which it is felt best to disengage from the account with credit recovery out of court over a longer period of time. Additionally, loans past due and/or continuously in arrears are subject to controls to decide, within a maximum operational period of 180 days, whether to reclassify them as either “performing” or into another problem loan class. The management of problem loans is performed on the basis of the level of risk and it is performed by the relative units responsible for management of the Bank’s problem loans with regard to “loans past due and/or continuously in arrears” and to “unlikely to pay” loans (formerly “impaired”). The management of the “bad loan” (previously termed “non-performing”) positions and positions that are “restructured/undergoing restructuring” is by the Parent. Assessment of the appropriateness of impairment losses recognised is performed on a case by case basis for individual positions to ensure adequate levels of cover for expected losses. The analysis of non-performing (previously termed “deteriorated”) exposures is performed continuously by the single operational units which manage risks and by the Parent. The resolution of difficulties by counterparties is a determining factor for the return of positions to “performing” status. This event occurs principally and above all for accounts which are past due and/or continuously in arrears and for “unlikely to pay” (formerly “impaired”) accounts. 204* UBI Banca - Notes to the Financial Statements Quantitative information A. Credit Quality A.1 Non-performing (previously termed “deteriorated”) and performing credit exposures: amounts, impairment losses, changes, economic and geographical distribution A.1.1 Distribution of credit exposures by portfolio and by credit quality (carrying amounts) Bad loa ns (previously termed "non-per forming") Portfolios/quality 1. Availa ble-f or -sale financial assets Non-per forming (previously ter med Perfor ming past Perfor ming asse ts "deteriorated") due exposures past-due exposures 17,576 15,154,275 Unlikely to pa y loans - Total 15,171,851 2. Held-to-matur ity investments - - - - 3,494,547 3,494,547 3. Loans and advances to banks - - - 2, 255 15,486,960 15,489,215 4. Loans and advances to customers 319,461 871,702 23,671 1,410, 269 19,276,287 21,901,390 5. Financial assets designated at fair val ue - - - - - - 6. Financial assets held for sale - - - - - - Tota l 31.12.2015 319,461 889,278 23,671 1,412,524 53,412,069 56,057,003 Tota l 31.12.2014 318,097 932,328 30,895 1,014,882 56,487,371 58,783,573 As at 31st December 2015 forborne exposures amounted to approximately €616 million (of which €392 million non-performing – previously termed “deteriorated” – and €224 million performing) and they related to “Loans and advances to customers” and “available-for-sale financial assets”. See table A.1.6 for further details. The following table shows the composition by maturity of past due performing exposures: Fo r b o rn e e x p o s u r e s P o rt f o lio s / Cre dit q ua lit y To t a l P a st due P a st due unde r 3 mo nt hs 1. Loa ns a nd a dva nc e s t o ba nks 2. Loa ns a nd a dva nc e s t o c ust ome r s To t a l 3 1. 12 . 2 0 15 Ot h e r e x p o s u r e s P a st due P a st due P a st due P a st due P a st due f ro m 3 t o 6 f ro m 6 t o over 1 unde r 3 f ro m 3 t o 6 f r o m 6 t o 12 mo nt hs 12 m o n t h s year mo nt hs mo nt hs mo nt hs 31,244 3 1, 2 4 4 8,894 8,894 - - 6,908 6,908 - 205* 2,255 1,312,313 1, 3 14 , 5 6 8 37,730 37,730 over 1 year 13,180 13 , 18 0 ( ne t e x po s ure ) P a st due - - 2,255 - 1, 4 10 , 2 6 9 1, 4 12 , 5 2 4 UBI Banca - Notes to the Financial Statements A.1.2 Distribution of credit exposures by portfolio and by credit quality (gross and net amounts) Non-perfor ming (previously ter med "deteriorated") asse ts Portfolios/Quality Gross exposur e 1. Availa ble-f or -sale financial assets Specific impair ment losses Net exposure Per forming assets Gross exposure Portfolio impairment losses 17,576 - 17,576 2. Held-to-matur ity investments - - - 3,494, 547 - 3,494, 547 3,494,547 3. Loans and advances to banks - - - 15,489,215 - 15,489,215 15,489,215 20,734,329 (47,773) 20,686,556 21,901,390 4. Loans and advances to customers 15,154,275 Tot al ( net exposure) Net exposure 1,838,363 (623,529) 1,214,834 5. Financial assets designated at fair val ue - - - 6. Financial assets held for sale Tot al 31.12.2015 - - - - 1,855,939 (623,529) 1,232,410 Tot al 31.12.2014 1,939,999 (658,679) 1,281,320 - X 15,154,275 X 15,171,851 - - - - - 54,872,366 (47,773) 54,824,593 56,057,003 57,587,142 (84,889) 57,502,253 58,783,573 Details of write-offs performed during the year on the various portfolios of non-performing (previously termed “deteriorated”) assets are given in table A.1.7. Port folios/Quality Other assets Assets with markedly poor credit quality Accumulat ed losse s 1. Financial assets held for trading 2. Hedging derivatives Tot al 31.12.2015 Net exposure N et ex posur e (23) 239 - - 1, 082,587 592,409 (23) 239 1,674,996 Non-performing (previously termed “deteriorated”) financial assets held for trading relate principally to the debt security Cogemeset 09/14 Step Coupon, amounting to €100 thousand, while the remaining part relates to positions in derivatives classified as of poor credit quality in relation to the status of the financing with the main counterparties in question. 206* UBI Banca - Notes to the Financial Statements A.1.3 On- and off-balance sheet exposures to banks: gross and net amounts and by time past due Gross exposur e Specific impairment losses N on-performing (previously termed "deteriorated") assets Type of exposur e/amounts Up t o 3 months 3 months to 6 months 6 months to 1 year Performing a ssets More t han 1 ye ar Portfolio impairment losses Net exposure A. On-bala nce sheet exposure a) B ad loans (previously termed "nonperforming") - - - - X - X - of which: forb orne exposures - - - - X - X - b) Unlikely to pay loans - - - - X - X - - - - - X - X - - - - - X - X - - - - - X - X of which: forb orne exposures c) Exposure past due non-performing (pr eviously termed "deteriorated") of which: forb orne exposures d) Performing past due exposures X X X X of which: forb orne exposures X X X e) Other performing exposures X X X X of which: forb orne exposures Total A X X 2, 255 X - X - X - X 15,749, 450 X - X X - - - - a) N on-performing (previously termed "deteriorated") 1 - - - b) Performing X X X X 15,751,705 2,255 - - 15,749,450 - - - 15,751,705 (61) 13,930,414 B. Off-b alance sheet e xposures X (1) 13,930, 475 X X - Total B 1 - - - 13,930,475 (1) ( 61) 13,930,414 Total A+B 1 - - - 29,682,180 (1) ( 61) 29,682,119 No forborne exposures to banks existed to report. A.1.4 On-balance sheet credit exposures to banks: changes in gross non-performing (previously termed “deteriorated”) exposures Descr iption/ categor ies Bad loans (previously termed "non-performing") U nlikely to pay loans - - A. Initial gross exposure - of which: exposur es transferred not derecognised Non-performing (previously termed "deteriorated") pastdue exposures - - - - B. Inc reases 15,015 - - B.1 transfers from performing exposures - 15,015 - B.2 transfers from other categories of impaired exposures - - - B.3 other increases - - - ( 15,015) - - - - - C. Decreases C.1 transfers to performing exposures C.2 wr ite-offs (15,015) - - C.3 payments received - - - C.4 from disposals - - - C.5 losses on the disposal - - - - - - - - - - - - - - - C.6 transfers to other cla sses of non-perf orming (previously termed "deteriorated") exposur e C.7 other decreases D. Final gross ex posure - of which: exposur es transferred not derecognised Write-offs regarded the subordinated bonds BCA MARCHE 05/15 TV amounting to €5 million and BCA POP. ETRURIA 06/16 amounting to €10 million. 207* UBI Banca - Notes to the Financial Statements A.1.4.bis On-balance sheet credit exposures to banks: changes in gross forborne exposures by credit quality No on-balance sheet forborne credit exposures to banks to report. A.1.5 Non-performing (previously termed “deteriorated”) on-balance sheet credit exposures to banks: changes in total impairment losses Descr iption/ categor ies Bad loa ns (previously termed "non-per formi ng") Unlikely t o pay loans Non-perfor ming (previously termed "deteriorated") pastdue exposures - - - - - - ( 15,015) - - A. Tota l initial ne t impairment - of which: exposur es transferred not derecognised B. Inc reases B. 1 impair ment losses (15,015) - - - - - - - - - - - 15,015 - - C. 1 unreali sed reversals of impa irment losses - - - C. 2 realised reversals of impairment losses - - - C. 3 profits on the disposal - - - 15,015 - - - - - - - - - - - - - - B. 2 losses on the disposa l B. 3 transf ers f rom other classes of non-performing (previousl y termed "deteriora ted")exposures B. 4 other increases C. Decreases C. 4 write-offs C. 2 transf ers to other categories of non-perf orming (previously termed "deteriora ted") exposures C. 6 other d ecreases D. Total clo sing net impairment - of which: exposur es transferred not derecognised 208* UBI Banca - Notes to the Financial Statements A.1.6 On- and off-balance sheet exposures to customers: gross and net amounts and by time past due Gross exposur e Type of exposur e/amounts N on-performing (previously termed "deteriorated") assets Performing a ssets More t han 1 ye ar Specific impairment losses Portfolio impairment losses Net exposure Up t o 3 months 3 months to 6 months 6 months to 1 year 343 420 767 704, 487 X (386,556) X - 224 452 18, 945 X (9,317) X 10,304 262,969 80,232 75,063 706, 652 X (235,638) X 889,278 192,747 62,711 40,642 183, 038 X (101,880) X 377,258 90 14,987 8,817 1, 111 X (1,335) X 23,670 8 502 3,315 418 X (212) X A. On-bala nce sheet exposure a) B ad loans (previously termed "nonperforming") of which: forb orne exposures b) Unlikely to pay loans of which: forb orne exposures c) Exposure past due non-performing (pr eviously termed "deteriorated") of which: forb orne exposures d) Performing past due exposures X X X X of which: forb orne exposures X X X e) Other performing exposures X X X of which: forb orne exposures Total A 319,461 4,031 1,419, 253 X X 47, 948 X (902) 47,046 X 38,167, 008 X (38,890) 38,128,118 179, 627 X X X X 263,402 95,639 84,647 X 12,552 - - - X X X 1,412,250 39,586,261 (8,883) (623,529) 1,410,370 (2,298) 177,329 ( 47,773) 40,770,897 (20,207) 3,840,306 B. Off-b alance sheet e xposures a) N on-performing (previously termed "deteriorated") b) Performing X X 3,860, 513 (1,478) X X 11,074 Total B 12,552 - - - 3,860,513 (1,478) ( 20,207) 3,851,380 Total A+B 275,954 95,639 84,647 1,412,250 43,446,774 (625,007) ( 67,980) 44,622,277 The past due range “up to 3 months” contains 575 customer relationships (including the bond Sorgenia Spa One Coupon conv. cat. A) with gross exposure of €145.9 million (net exposure of €115.3 million) that are forborne non-performing (previously termed “deteriorated”), but not past due in the “cure period”. 209* UBI Banca - Notes to the Financial Statements A.1.7 On-balance sheet credit exposures to customers: changes in gross non-performing (previously termed “deteriorated”) exposures Bad loans (pr eviously termed "nonperf orming") Description/categ ories A. Initial gross exposure - of which: exposur es transferred not derecognised B. Inc reases B. 1 transf ers f rom perf orming exposures B. 2 transf ers f rom other categories of non-performing (previously termed "deteri ora ted" exposures) B. 3 Other increases C. Decreases C. 1 transf ers to performing exposur es Non-performing Unlikely t o pay (previously termed loans "deteriorated") pastdue exposures 732,896 1,174,934 32,423 - - - 188,624 315,880 58,915 8,759 194,720 57, 368 164,199 58,525 25 15,666 62,635 1, 522 (215,503) ( 365,898) (66,332) (351) (55,805) (5, 067) (143,737) (41,898) - C. 3 payments received (45,337) (80,347) (2, 536) C. 4 f rom disposals (17,725) - - (8,116) - - (237) (163,783) (58, 729) - (24,065) - 706,017 1,124,916 25,006 - - - C. 2 write-offs C. 5 losses on the disposa l C. 6 transf ers to other classes of non-performing (previously termed "deteriora ted") exposure C.7 other decreases D. Final gross ex posure - of which: exposur es transferred not derecognised A.1.7.bis On-balance sheet credit exposures to customers: changes in gross forborne exposures by credit quality The regulatory changes contained in Circular No. 22 – fourth update are effective from the 2015 financial statements, except for the notes to the financial statements on forborne exposures for which compilation is compulsory with effect from the 2016 financial statements. Publication of table A.1.7.a “On-balance sheet credit exposures to customers: changes in gross forborne exposures by credit quality” has therefore been omitted. 210* UBI Banca - Notes to the Financial Statements A.1.8 Non-performing (previously termed “deteriorated”) on-balance sheet credit exposures to customers: changes in total impairment losses Bad loans (previously termed "nonperf orming") Description/categ ories A. Tota l initial ne t impairment Unlike ly to pay loans Non-per forming (previously termed "deteriorated") past due ex posures (414,544) ( 242,606) (1,528) - - - (146,118) ( 128,441) (1,677) (81, 549) (124,250) (965) (8, 116) - - (52, 362) (1,097) (284) (4, 091) (3,094) (428) 174,106 135,409 1,870 10,648 6,899 40 C.2 realised reversals of impairment losses 8,172 34,333 412 C.3 pr of its on the disposal 3,387 - - 143,737 41,898 - 46 52,279 1, 418 8,116 - - (386,556) ( 235,638) (1,335) - - - - of which: exposures transf erred not derecognised B. Inc reases B.1 impairment losses B.2 losses on the disposal B.3 transfers from other classes of non-performing (pr eviously termed "deteriorated") exposure B.4 other increases C. Decreases C.1 unrealised reversals of impairment losses C.4 wr ite-offs C.5 transfers to other categories of impair ed exposures C.6 other decreases D. Total closing net impairment - of which: exposures transf erred not derecognised The regulatory changes contained in Circular No. 262 – fourth update are effective from the 2015 financial statements, except for the notes to the financial statements on forborne exposures for which the compilation is compulsory with effect from the 2016 financial statements. Loans to customers: gross and net amounts 31 .12.201 5 B a d lo a n s ( p re v io u s l y ter m ed "n o n p e rf or m i n g " ) G ro s s e x p o s u r e - F i n a n c in g - S e c u r it i e s S p ec i f i c i m p a i rm e n t l o s s e s - F i n a n c in g N o n - p e rf o r m i n g (p r e v i ou s ly t e r m e d P er f o r m i n g lo a n s " d e t e ri or at e d " ) p a s td u e e x p o s u re s U n l i k el y t o p ay lo a ns 7 06,01 7 706,017 - 1,10 7,340 1,107,340 - 2 5,006 25,006 - 2 0 , 7 3 4 ,3 2 9 2 0 , 6 2 2 ,9 8 5 1 1 1 ,3 4 4 ( 3 8 6 ,5 5 6 ) ( 3 8 6 ,5 5 6 ) (235,63 8) ( 2 3 5 ,6 3 8 ) (1 , 3 3 5 ) ( 1 ,3 3 5 ) X X X - S e c u r it i e s - - - P o rt f o l i o im p ai r m e n t lo s s es - F i n a n c in g - S e c u r it i e s - - - (47,773 ) (4 7 , 7 7 3 ) - 3 19,46 1 87 1,702 2 3,671 2 0 , 6 8 6 ,5 5 6 T o t al 211* UBI Banca - Notes to the Financial Statements A.2 Classification of exposures on the basis of external and internal ratings A.2.1 Distribution of on- and off-balance sheet credit exposures by external rating class Ext ernal r ating classe s Exposur es Classe 1 A. On-bala nce sheet credit exposures Cla sse 2 Classe 3 Classe 4 C lasse 5 Unrated Classe 6 Intragr oup Total 123,452 7,196,065 18,753,346 42,984 10,879 1 7,980,018 22,588,279 56,695,024 25,155 267,144 469 1,705 - - 252,390 245,180 792,043 25, 155 267,144 469 1,705 - - 252, 390 245, 180 792,043 - - - - - - - - - - 440,810 206,265 - - - 1,273,726 3,271,044 5,191,845 D. C ommit ment s to g rant funds - 4,721 286,052 - - - 1,250,545 10,246,370 11,787,688 E. Othe r - 220 - - - - 9,998 - 10,218 148,607 7,908,960 19,246,132 44,689 10,879 1 10,766,677 36,350,873 74,476,818 B. Der iva tiv es B.1 Financial derivatives B.2 Credit derivatives C. Guara nte es granted Total The following table gives the relationship between external rating classes reported in the table and the classes of the agency in question. Moody’s. Class 1 2 Moody's Ratings Aaa,Aa,Aa1,Aa2,Aa3 A,A1,A2,A3 3 4 Baa,Baa1,Baa2,Baa3 Ba,Ba1,Ba2,Ba3 5 B,B1,B2,B3 Caa,Caa1,Caa2,Caa3,C a,C,DDD,DD,D 6 212* UBI Banca - Notes to the Financial Statements A.2.2. Distribution of on- and off-balance sheet credit exposures by internal rating class Internal rating classes Exposures Unrated Total 1 2 3 4 5 6 7 8 9 10 11 12 13 14 34,912 524,714 645,779 395,940 3,574,794 1,424,325 656,634 53,832 63,007 327,075 153,312 87,144 53,776 42,516 48,484,843 - 27,057 - 898 31,127 1,911 116,941 6,238 3,356 13,292 - - - 3,292 587,931 792,043 B.1 Financial derivatives - 27,057 - 898 31,127 1,911 116,941 6,238 3,356 13,292 - - - 3,292 587,931 792,043 B.2 Credit derivatives A. On-balance sheet exposure B. Derivatives 56,522,603 - - - - - - - - - - - - - - - - C. Guarantees granted - 220,494 - 137,412 462,093 - 61,702 188,847 - 8,911 - - - - 4,112,386 5,191,845 D. Commitments to grant funds - 210,727 - 704,564 188,303 1,584 233,611 60,371 515 7,312 - - - 649 10,380,051 11,787,687 E. Other - - - - - - - - - - - - - - 10,218 10,218 34,912 982,992 645,779 1,238,814 4,256,317 1,427,820 1,068,888 309,288 66,878 356,590 153,312 87,144 53,776 46,457 63,575,429 74,304,396 Total 213* UBI Banca - Notes to the Financial Statements A.3 Distribution of guaranteed/secured exposures by type of guarantee A.3.1 Guaranteed/secured credit exposures to banks Secure d ( 1) Credit derivatives Properties Amount of net exposure CLN s Sec urities Mortgages Total (1)+(2) Personal guarantees (2) Ot her collat eral Other derivatives Governmen ts and Other public central author ities b anks Fina nce le ases Unsecured gua rantees Banks Governments and Other pub lic c ent ral aut horities banks Other Banks Other 1. On-ba lance sheet guaranteed/secur ed c redit exposures 1.1. ful ly guaranteed/secured - of which nonperforming (previously termed "deteriorated") 1.2. partially gua ranteed/ secured 702,679 15,304 - 687,331 - - - - - - - - 17 - 702,652 - - - - - - - - - - - - - - - 6 - - - - - - - - - - - 6 - 6 - - - - - - - - - - - - - - - 2.1. ful ly guaranteed/secured 109,258 - - - 109, 258 - - - - - - - - - 109,258 - of which nonperforming (previously termed "deteriorated") - - - - - - - - - - - - - - - 33,306 - - - 32, 320 - - - - - - - - - 32,320 - - - - - - - - - - - - - - - - of which nonperforming (previously termed "deteriorated") 2. Off-balance sheet guaranteed/secur ed c redit exposures 2.2. partially gua ranteed/ secured - of which nonperforming (previously termed "deteriorated") 214* UBI Banca - Notes to the Financial Statements A.3.2 Guaranteed/secured credit exposures to customers Total (1)+(2) Persona l guarantee s (2) Secur ed ( 1) Amount of net exposure Credit de riv ativ es C LNs Properties Mortgages Securit ies Finance leases U nsecured guar ant ees Other derivatives Other colla teral Gov ernment s and Ot her public central a uthor ities banks Banks Gov ernOther ments and public central aut horit ies b anks Other Banks Ot her 1. On-ba lance sheet guaranteed/secur ed c redit exposur es 1. 1. ful ly guaranteed/secured - of which non-per forming (previously termed "deteriorated") 8,720, 444 5,435,394 - 1, 588,942 - - - - - - - - 132,152 210,993 7,367,481 933, 778 874,764 - 1,915 - - - - - - - - 898 27,781 905,358 1. 2. partially guar anteed/ secured - of which non-per forming (previously termed "deteriorated") 581, 015 31,681 - 51,681 - - - - - - - - 102,552 33,777 219,691 49, 601 24,345 - 6,828 - - - - - - - - 618 3,772 35,563 272, 344 59 - 74,259 166,584 - - - - - - - 54 25,316 266,272 1, 864 - - - - - - - - - - - - - - 36, 182 - - 4,306 - - - - - - - - - 2,267 6,573 - - - - - - - - - - - - - - - 2. Off-balance sheet guaranteed/secur ed c redit exposur es 2. 1. ful ly guaranteed/secured - of which non-per forming (previously termed "deteriorated") 2. 2. partially guar anteed/ secured - of which non-per forming (previously termed "deteriorated") - The fourth update of Circular No. 262 states that total guarantees cannot be greater than the carrying amount. Consequently the amounts are not comparable with those reported in the tables as at 31st December 2014. 215* UBI Banca - Notes to the Financial Statements B. DISTRIBUTION AND CONCENTRATION OF CREDIT EXPOSURES B.1 Distribution by sector of on- and off-balance sheet credit exposures to customers (carrying amount) (6,650) 461, 593 (145,559) 250, 822 (81,418) 10, 681 (653) Po rtfolio impairment losses 6, 154 Specific impair ment losses (71,324) Net exposure 89, 767 Ot her Po rtfolio impair ment losses Specific impair me nt losses Non-financ ial companies Net exposur e Por tfolio impa irment losses Net exposure Specific impairment losses Insur ance companies Po rtfolio impairment losses Specific impairment losses Financial companies Ne t exposur e Por tfolio impairment losses Net exposur e Specific impairment losse s Other public authorities Portfolio impairment losses Net e xposure Ex posur es/ Count erpar tie s Specific impairme nt losses Gover nments A. On-bala nce sheet exposure A.1 Bad l oans (previously termed - - x - - x 12,486 (20,282) x - - x of which: f orborne exposures A.2 Unlikely to pay loans - - x - - x of which: f orborne exposures A.3 Non-performing (previously termed "deteriorated") past-due - - x - - x 14,809 (4,115) 4,626 (2,750) - - x x - - - - x x x x x of which: f orborne exposures A.4 Performing loans 18,283, 241 x - 21,564 x (12) 12,761,543 x (2,897) 123,912 x - of which: f orborne exposures Tot al A 4,084, 846 x (19,684) 50, 013 18,283,241 - B.1 Bad loans (previously terme - - B.2 Unlikely to pay loans B.3 Other non-per forming (pr eviously termed "deteriorated") assets - - - - - 21,564 - (12) 12,788,838 (24,397) x - - x - - x - - x - - x - - x - (78) 1,302,284 - (78) 1,302,284 (2,897) - 4,646,887 (1,108) 123,912 - ( 217,536) x - - x - - x - - x 11, 073 (1,478) - - - - x - - (13,004) 24,943 (57) 2,149, 444 - (13,004) 24,943 - ( 57) 2,160,517 (19,684) 217, 208 (294,950) 4, 150 (2,667) 412, 876 (85,964) 121, 810 (17,712) 12, 989 (682) 4, 031 (212) 4,263, 381 x x x - (25 ,180) 174, 362 (2,092) 4,906,454 (381,596) (25,180) x - - x x - - x x - - x B. Off-b alance sheet exposur es B.4 Performing loa ns 64, 547 Tot al B 64,547 x - - 89,922 - 89,922 x x x x (1,478) (3,612) 209, 166 ( 3,612) 209,166 x - (3,457) (3 ,457) Tot al (A+B) 31.12.2015 18,347,788 - - 111,486 - (90) 14,091,122 (24,397) (15,901) 148,855 - ( 57) 6,807,404 ( 219,014) (23,296) 5,115,620 (381,596) (28,637) Tot al (A+B) 31.12.2014 21,905,473 - (61) 114,482 - (443) 14,065,900 (20,670) (12,950) 133,782 - ( 51) 6,608,170 ( 235,537) (28,946) 5,717,786 (406,532) (62,065) 216* UBI Banca - Notes to the Financial Statements B.2 Geographical distribution of on- and off-balance sheet credit exposures to customers (carrying amount) ITALY Exposur es/ Geogr aphica l ar eas A. On-bala nce sheet exposure A.1 Bad l oans (previously termed "non-p erf orming" loa ns) A.2 Unlikely to pay loans A.3 Non-performing (previously termed "deteriorated") past-due exposures OTHER EUROPEAN COUNTRIES N et ex posure Total impair ment losses 316,2 96 (380,169) 868,2 78 (214,990) AMERIC A ASIA Total impairment losses REST OF THE WORLD Tot al impairment losses Total impair ment losses Total impairment losses N et ex posure 3,1 65 (6,387) - - - - - - 21,0 00 (20,648) - - - - - - N et ex posure Net exposure Net expo sure 23,6 70 ( 1,33 5) - - - - - - - - A.4 Performing loans 38,693,5 78 (4 6,38 4) 645,2 14 (1,384) 15 6,179 (5) 27, 780 - 15,738 - TOTAL A 39,901,822 (642,878) 669,379 (28,419) 156,179 ( 5) 27,780 - 15,738 - - - - - - - - - - - 11,0 73 ( 1,47 8) - - - - - - - - B. Off-b alance sheet e xposures B.1 Bad loans (previously termed "non-p erf orming" loa ns) B.2 Unlikely to pay loans B.3 Other non-per forming (pr eviously termed "deteriorated") assets B.4 Performing loa ns TOTAL B - - - - - - - - - - 3,597,2 73 (2 0,19 2) 214,8 39 (15) 2 8,194 - - - - - 3,608,346 (21,670) 214,839 ( 15) 28,194 - - - - - To tal (A+B) 31.12.2015 43,510,168 (664,548) 884,218 (28,434) 184,373 ( 5) 27,780 - 15,738 - To tal (A+B) 31.12.2014 47,952,113 (757,387) 580,623 (9,859) 12,829 ( 6) 8 (3) 21 (1) 217* UBI Banca - Notes to the Financial Statements B.3 Geographical distribution of on- and off-balance sheet credit exposures to banks (carrying amount) Exposures/Ge ographical areas ITALY Net e xposure A. On-bala nce sheet exposure A.1 Bad l oans (previously termed "non-perf orming" loa ns) A.2 Unlikely to pay loans A.3 Non-performing (previously termed "deteriorated") past-due exposures OTHER EUROPEAN COUNTRIES Total impair ment losses AMERIC A Total impair ment losses Net exposure ASIA Total impairment losses Net exposure REST OF THE WORLD Net exposur e Total impair ment losses N et ex posure Tot al impairment losses - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - A.4 Performing loans 14,602, 645 - 1,130,651 - 13,960 - 2,839 - 1,611 - TOTAL A 14,602,645 - 1,130,651 - 13,960 - 2,839 - 1,611 - B. Off-b alance sheet e xposures B.1 Bad loans (previously termed "non-perf orming" loa ns) B.2 Unlikely to pay loans B.3 Other non-per forming (pr eviously termed "deteriorated") assets B.4 Performing loa ns TOTAL B - - - - - - - - - - - - - - - - - - - - - (1) - - - - - - - - 2,620, 582 (56) 11,298,115 ( 4) - - 1,499 (1) - - 2,620,582 (57) 11,298,115 (4) - - 1,499 (1) - - Total (A+B) 31.12.2015 17,223,227 (57) 12,428,766 (4) 13,960 - 4,338 (1) 1,611 - Total (A+B) 31.12.2014 16,172,178 (1) 16,695,193 (16) 5,027 - 1,117 - 160 - 218* UBI Banca - Notes to the Financial Statements B.4 Large exposures On the basis of circulars No. 285 of 17th December 2013 and No. 286 of 17th December 2013, the number of large exposures presented in the table was determined by making reference to the nonweighted “exposures”, including those towards Group counterparties, with a nominal value equal to or greater than 10% of the regulatory capital, where “exposures” are defined as the sum of onbalance sheet risk assets and off-balance sheet commitments (excluding those deducted from regulatory capital) to a customer or group of connected customers, without the application of weighting factors. These exposure criteria result also in the inclusion in the balance sheet table of large risk positions which – although they have a weighting factor of 0% - have a non-weighted exposure of greater than 10% of the capital valid for the purposes of large risks. Individual banks belonging to banking groups are subject to an individual limit of 25% of their regulatory capital. The latter limit relates to the “risk position”, which is the weighted exposure according to the rules of the current regulations. 31.12.2015 Number of positions 4 Exposure 80, 085,957 of which in tragroup Risk position 52,959,035 - of which in tragroup - Exposures to other Group companies amounted to €52.959 billion (€0 considering weighting factors). Other “large exposures” consisted of the following: €1.5 billion to the Ministry of the Economy and Finance (€0 considering weighting factors); €7.4 billion to the Cassa di Compensazione e Garanzia (a central counterparty clearing house) (€0 considering weighting factors); €18.2 billion to the Ministry of the Treasury (€0 considering weighting factors). C. Securitisation operations Qualitative information Securitisations with underlying portfolios originated by banks in the Group UBI are not reported in this section, because all the securitised securities were fully subscribed by each originator at the time of issue. As allowed by regulations the relative sections of the notes to the financial statements have therefore not been compiled. For full information the main characteristics of the transactions existing at the time of preparing these notes to the financial statements have nevertheless been reported. UBI Finance 3 transaction The structuring of the UBI Finance 3 securitisation was commenced at the end of 2010 with the transfer to a special purpose entity named UBI Finance 3 Srl21 of a portfolio of loans mainly to small and medium-sized businesses of €2.8 billion, classified as performing, and held by Banca Popolare di Bergamo Spa, while the securities resulting from the securitisation were then issued by the special purpose entity in the following year 2011. The purpose of the transaction was to create securities to be used as collateral eligible for refinancing operations. Consequently the notes issued were repurchased entirely by the originator Banca Popolare di Bergamo, which subsequently made the senior notes available to the Parent – by means of repurchase agreements – for use in refinancing operations with central banks. 21 The company is subject to full consolidation by the Parent, UBI Banca according to the accounting standards in force. 219* UBI Banca - Notes to the Financial Statements The characteristics of the notes issued were as follows: class A notes (senior tranches): nominal amount €1,863,600,000.00 at floating rate, maturity 2050, with rating by Fitch and Moody’s (subsequently downgraded to A+ by Fitch and to Aa2 by Moody’s following the progressive downgrading of the rating for Italy and for the Parent UBI Banca by the two agencies in 2011 and 2012); class B notes (junior tranches): nominal amount €897,300,000.00, maturity 2050, unrated and with a yield equal to the additional return on the transaction. These notes are fully held by the originator, Banca Popolare di Bergamo. The progressive amortisation of the class A note totalling €1.738 billion commenced from the payment date of 24th April 2013. Given the small remaining value of the securitised portfolio and of the eligible securities backed by it, the transaction was wound up in advance during the fourth quarter of 2015. On 12th November 2015 the securities were withdrawn from the collateral pool held with the Bank of Italy, while on the following 26th November, the documentation necessary to proceed to the repurchase of the portfolio by the originator Banca Popolare di Bergamo (concluded with effect for financial and accounting purposes from 16th November), the closure of the swap contracts and the redemption of the securitised notes was signed by the various counterparties in the following December. Consequently, on the extraordinary payment date of 17th December, in compliance with the provisions of the contract for the transaction, UBI Finance 3 carried out the following: - the full redemption of the senior notes; - settlement of amounts to close the swap contracts; - the repayment to Banca Popolare di Bergamo, in its capacity as the subordinated lender, of the total financing of €122.6 million granted to cover “set-off” risk on the loans transferred 22; - the repayment to UBI Banca of the sum of €28 million paid to UBI Finance 3 in its capacity as the “liquidity facility provider” during the life of the securitisation; - payment of the excess spread and for redemption of the junior notes. 22 This is the risk that in the event of the default of the originator Banca Popolare di Bergamo the debtors transferred might attempt to set-off amounts owed to them by the special purpose entity against the sums deposited with the originator prior to the transfer of the respective loans. 220* UBI Banca - Notes to the Financial Statements On that occasion the deposit to guarantee against “commingling risk”23 amounting to €27.6 million as at the date of the close down of the operation was repaid to UBI Banca. The table below reports the amount redeemed for the two classes of notes: UBI FINANCE 3 – SECURITISED NOTES ISIN Number Nominal amount when issued Amount redeemed as at 31.12.2015 Remaining nominal value as at 31.12.2015 % redeemed Class A IT0004675861 1,863,600,000.00 1,863,600,000.00 0.00 100.0% 897,300,000.00 897,300,000.00 0.00 100.0% 2,760,900,000.00 2,760,900,000.00 0.00 100.0% Class B IT0004675879 Total The roles of cash manager, paying agent and English account bank were performed for the securitisation transaction by The Bank of New York Mellon, while UBI Banca, as the Parent, filled the roles of Italian account bank, calculation agent and servicer. The originator, Banca Popolare di Bergamo, as the sub-servicer, was responsible for collecting payments and managing relations with customers for the securitised relationships (except for those positions classified as bad loans (previously termed “non-performing”), managed by the Problem Loans and Credit Recovery Area of the Parent). Payments received in 2015 amounted to €250 million. Fees for the above activities for 2015 and until the closure of the operation amounted to €407 thousand for Banca Popolare di Bergamo and €323 thousand for UBI Banca. Securitisation Transactions UBI SPV BPA 2012, UBI SPV BPCI 2012 and UBI SPV BBS 2012 The structuring of three new securitisations was completed simultaneously in 2012, with the transfer to three new special purpose entities, named UBI SPV BPA 2012 Srl, UBI SPV BPCI 2012 Srl and UBI SPV BBS 2012 Srl24 of loans to small to medium-sized enterprises classified as performing, held by Banca Popolare di Ancona, Banca Popolare Commercio Spa and Industria and Banco di Brescia Spa respectively. These new securitisations were also structured with the objective of creating collateral for the Group eligible for refinancing with central banks, according to the model described above. As a consequence on this occasion too, the originator banks fully subscribed the entire amount of the securitised notes when they were issued and then made only the class A notes available to UBI Banca, by means of repurchase agreements. The characteristics of the notes issued at the same time for all three securitisations on 30th October 2012 are as follows: 1) Securitisation UBI SPV BPA 2012 class A notes (senior tranches): nominal amount €709,800,000 at floating rate, maturity in 2057, assigned ratings A- by Standard & Poor’s and A (low) by DBRS at the time of issue; The risk of commingling relates to the account bank role and represents the risk that if a downgrade which resulted in the transfer of the SPE’s current accounts from the UBI Group to a third-party company, the immediate transfer to the accounts of sums received by the servicer might not occur. 24 The companies are subject to full consolidation by the Parent, UBI Banca, according to the accounting standards in force. 23 221* UBI Banca - Notes to the Financial Statements class B notes (junior tranches): nominal amount €307,800,000, maturity 2057, unrated and with a yield equal to the additional return on the transaction. 2) Securitisation UBI SPV BPCI 2012 class A notes (senior tranches): nominal amount €575,600,000 at floating rate, maturity in 2057, assigned ratings A- by Standard & Poor’s and A (low) by DBRS at the time of issue; class B notes (junior tranches): nominal amount €277,100,000, maturity 2057, unrated and with a yield equal to the additional return on the transaction. 3) Securitisation UBI SPV BBS 2012 class A notes (senior tranches): nominal amount €644,600,000 at floating rate, maturity in 2057, assigned ratings A- by Standard & Poor’s and A (low) by DBRS at the time of issue; class B notes (junior tranches): nominal amount €244,400,000, maturity 2057, unrated and with a yield equal to the additional return on the transaction. Here too, the new ratings assigned to the above securities – which also remained valid as at 31st December 2015 – are compatible with the eligibility requirements for refinancing operations with the central bank. The amortisation of the notes began on the payment date of 7th July 2014. The class A notes were partially redeemed from that date. The table below reports the amount redeemed and the remaining amount of the notes as at the reporting date for each transaction. UBI SPV BPA 2012 Srl – SECURITISED NOTES ISIN Number Class A IT0004841141 709,800,000 365,584,506 344,215,494 51.5% Class B IT0004841158 307,800,000 0 307,800,000 0.0% 1,017,600,000 365,584,506 652,015,494 35.9% Total Nominal amount when issued Remaining nominal value as at 31.12.2015 Amount redeemed as at 31.12.2015 Remaining nominal value as at 31.12.2015 % redeemed UBI SPV BPCI 2012 Srl – SECURITISED NOTES ISIN Number Class A IT0004840994 575,600,000 418,069,723 157,530,277 72.6% Class B IT0004841000 277,100,000 0 277,100,000 0.0% 852,700,000 418,069,723 434,630,277 49.0% Total Nominal amount when issued Amount redeemed as at 31.12.2015 % redeemed UBI SPV BBS 2012 Srl – SECURITISED NOTES ISIN Number Nominal amount when issued Amount redeemed as at 31.12.2015 Remaining nominal value as at 31.12.2015 % redeemed Class A IT0004841125 644,600,000 404,601,316 239,998,684 62.8% Class B IT0004841133 244,400,000 0 244,400,000 0.0% 889,000,000 404,601,316 484,398,684 45.5% Total 222* UBI Banca - Notes to the Financial Statements For full information, we report that on 7th January 2016 the next amortisation date, further redemptions on the class A notes were made of €68.2 million for UBI SPV BPA 2012, €41.2 million for UBI SPV BPCI 2012 and €48.9 million for UBI SPV BBS 2012. In view of the subordination clauses no redemption has been paid on the class B notes for each operation. As concerns the portfolio originally transferred, this totalled €2.76 billion, divided among the three originator banks as follows: Banca Popolare di Ancona €1.017 billion; Banca Popolare Commercio e Industria €852 million; and Banco di Brescia €889 million. The transactions in question are “revolving” operations and therefore it was possible for further transfers of mortgages within 18 months of issue by the originator banks, to be financed by the special purpose entities with the receipts generated by each securitised portfolio. Consistent with that provision, in the first quarter of 2014 a further transfer of assets was completed for a total of €647 million divided between the three securitisations as follows (in terms of remaining principal debt): - Banca Popolare di Ancona / UBI SPV BPA 2012: €317 million; - Banca Popolare Commercio ed Industria / UBI SPV BPCI 2012: €137 million; - Banco di Brescia / UBI SPV BBS 2012: €193 million Furthermore, in order to further improve the overall quality of the portfolio, in the first quarter of 2014 each originator bank had concluded a voluntary repurchase of high-risk performing loans amounting to €136 million of loans from the portfolios initially transferred. The amounts repurchased for each originator/SPE are as follows (in terms of the remaining principal debt): - Banca Popolare di Ancona / UBI SPV BPA 2012: €42 million - Banca Popolare Commercio ed Industria / UBI SPV BPCI 2012: €27 million - Banco di Brescia / UBI SPV BBS 2012: €67 million A new loan repurchase operation was carried out in the third quarter of 2015: in this case the three originator banks repurchased non-performing loans (previously termed “deteriorated”) totalling €69 million of the remaining principal debt. The operation was concluded on 30th October (with effect for accounting and financial purposes from the previous 19th October). The loans repurchased for each originator/SPE, again in terms of remaining principal debt, were as follows: - Banca Popolare di Ancona / UBI SPV BPA 2012: €35 million - Banca Popolare Commercio ed Industria / UBI SPV BPCI 2012: €13 million - Banco di Brescia / UBI SPV BBS 2012: €21 million With account taken of the transactions described above and the natural amortisation of the loans, the total portfolio transferred by the three originator banks – here too still recognised in the balance sheets of the originators – amounted to €1.455 billion of remaining principal debt as at the 31st December 2015. 223* UBI Banca - Notes to the Financial Statements The tables below give the distribution of the securitised portfolio for each transferring bank by the quality of the loans as at 31.12.2015 on the basis of the classification in the balance sheet of the originator (in terms of the net book amount) and the reporting classification of the transaction (in terms of the remaining principal debt): 1) Securitisation UBI SPV BPA 2012 TYPE OF LOAN (Balance sheet classification) Performing loans Performing past-due exposures Non-performing (previously termed deteriorated”) past-due exposures Unlikely to pay loans Bad loans (previously termed “nonerforming”) TOTAL assets transferred from Banca Popolare di Ancona to UBI SPV BPA 2012 2) Carrying amount as at 31.12.2015 (thousands of euro) TYPE OF LOAN (Classification for the purposes of the transaction) 531,807 Performing loans 19,800 Loans in arrears 2,284 38,590 4,326 Remaining principal debt as at 31.12.2015 (thousands of euro) 543,615 5,631 COLLATERAL PORTFOLIO 549,246 Defaulted Loans 50,792 TOTAL UBI SPV BPA 2012 PORTFOLIO 600,038 596,807 Securitisation UBI SPV BPCI 2012 TYPE OF LOAN (Balance sheet classification) Performing loans Performing past-due exposures Non-performing (previously termed “deteriorated”) past-due exposures Unlikely to pay loans Bad loans (previously termed “nonperforming”) TOTAL assets transferred from Banca Pop. Comm. Industria to UBISPV BPCI 2012 Carrying amount as at 31.12.2015 (thousands of euro) 371,646 15,658 4,820 16,787 2,023 TYPE OF LOAN (Classification for the purposes of the transaction) Performing Loans Remaining principal debt as at 31.12.2015 (thousands of euro) 383,303 Loans in arrears 3,398 COLLATERAL PORTFOLIO 386,701 Defaulted Loans 25,721 TOTAL UBI SPV BPCI 2012 PORTFOLIO 412,422 410,934 224* UBI Banca - Notes to the Financial Statements 3) Securitisation UBI SPV BBS 2012 TYPE OF LOAN (Balance sheet classification) Carrying amount as at 31.12.2015 (thousands of euro) Performing loans 393,163 Performing past-due exposures 15,074 Non-performing (previously termed “deteriorated”) past-due exposures 2,902 Unlikely to pay loans 23,284 Bad loans (previously termed “nonperforming”) 6,242 TOTAL assets transferred from Banco di Brescia to UBI SPV BBS 2012 TYPE OF LOAN (Classification for the purposes of the transaction) Remaining principal debt as at 31.12.2015 (thousands of euro) Performing Loans 405,554 Loans in arrears 3,099 COLLATERAL PORTFOLIO 408,653 Defaulted Loans 34,196 TOTAL UBI SPV BPA 2012 PORTFOLIO 442,849 440,665 The structure of the transaction, which also conformed to the model adopted for the other transactions, consisted of UBI Banca as the Parent in the role of servicer, while the collection of payments and managing relations with customers for the securitised assets were carried out by the three originator banks as the sub-servicers (here too, except for those positions reclassified as bad loans (previously termed “non-performing”), which will be managed by Problem Loans and Credit Recovery of the Parent Area of the Parent). The payments received in 2015 are shown for each originator bank in the table as follows: PAYMENTS RECEIVED (Figures in thousands of euro) Payments received in 2015 TOTAL 447,635 SVP 2012 BPA BANCA POP.ANCONA 187,059 SVP 2012 BPCI BANCA POP.COMMERCIO ED INDUSTRIA 121,404 SVP 2012 BBS BANCO DI BRESCIA 139,172 The payments to UBI Banca for 2015 for the servicing activities reported above totalled €542 thousand, while the payments for the three sub-servicers were as follows: €268 thousand for Banca Popolare di Ancona; €185 thousand for Banca Popolare Commercio ed Industria and €199 thousand for Banco di Brescia. The three originator banks also fill the role of subordinated loan provider. In order to create a cash reserve to meet risks connected with the operations, in 2012 subordinated loans were granted by each originator bank for the following amounts: - €26.6 million by Banca Popolare di Ancona, increased by €8.8 million in 2013 and by a further €11.3 million in 2014, at the time of the “revolving” transfer; - €26.3 million by Banca Popolare Commercio ed Industria, increased by a further €4.9 million in 2014, at the time of the “evolving” transfer; - €22.9 million by Banco di Brescia, increased subsequently by €2.8 million in 2013 and by a further €3.6 million in 2014, at the time of the “revolving” transfer. The financial support provided by Group banks to the securitisations in question therefore amounted as at 31.12.2015 to a total of €107.2 million. As for the other securitisations described above, the roles of cash manager, paying agent and English account bank are performed for all three transactions by The Bank of New York Mellon. 225* UBI Banca - Notes to the Financial Statements Furthermore, taking a prudential approach in order to comply with the eligibility requirements even under market stress scenario conditions, a backup servicer facilitator was appointed for these three securitisations at the beginning of 2015. Transaction 24-7 Finance The securitisation 247 Finance Srl was performed in 2008 with the underlying assets held by B@nca 24-7 Spa, a company which, as is known, was merged into UBI Banca in 2012. The assets types which were securitised by transfer to a single special purpose entity, 24-7 Finance srl, consisted of three different portfolios: 1) mortgages: performing loans resulting from mortgages granted to private individuals resident in Italy, secured by a prime grade mortgages on residential properties located in Italy all fully built; 2) salary backed loans: performing loans resulting from salary backed loans to private individuals resident in Italy, secured by a “deducted for non-payment” clause and by a loss of employment insurance policy; 3) consumer loans: performing loans resulting from personal loans and dedicated loans to private individuals resident in Italy. Three different issuances of securitised notes were structured by the special purpose entity 24-7 Finance Srl on those assets. The securitisation transaction for salary backed loans was wound up in advance in 2011. Similarly the securitisation transaction with consumer loans for the underlying portfolio was also wound up in advance in 2012. Therefore only the mortgages transaction was still in existence as at 31.12.2015 for which the portfolio amounted on that date to €1.320 billion (remaining principal debt). The tables below give the distribution of the securitised portfolio by the quality of the loans as at 31.12.2015 on the basis of the classification in the balance sheet of the originator (in terms of the net book amount) and the reporting classification of the transaction (in terms of the remaining principal debt “customer view”): TYPE OF LOAN (Balance sheet classification) Performing loans Performing past-due exposures Non-performing (previously termed “deteriorated”) past-due exposures Unlikely to pay loans Carrying amount as at 31.12.2015 (thousands of euro) TYPE OF LOAN (Classification for the purposes of the transaction) 1,082,824 Performing loans 45,894 Loans in arrears 3,901 COLLATERAL PORTFOLIO 117,114 Bad loans (previously termed “nonperforming”) 80,925 TOTAL assets transferred from UBI Banca to 24-7 Finance 1,330,658 Defaulted loans TOTAL 24-7 FINANCE PORTFOLIO Remaining principal debt as at 31.12.2015 (thousands of euro) 1,063,496 45,597 1,109,093 211,238 1,320,331 The characteristics of the notes issued were as follows: 226* UBI Banca - Notes to the Financial Statements class A notes (senior notes): nominal amount €2,279,250,000, at floating rate, and initially assigned a rating of Aaa by Moody’s; the current rating by Moody’s is Aa3, while the second rating - assigned by DBRS in 2011, in order to comply with eligibility requirements, is A (high); class B notes (junior securities): nominal amount €225,416,196, maturity 2055, unrated and with a yield equal to the additional return on the underlying portfolio. The securitised notes are wholly owned by UBI Banca which, as for the securitisations described above, uses the senior tranche as collateral eligible for the financing operations with central banks. The amortisation of the class A notes began from February 2010. The table below reports total amortisation and the remaining value of the notes as at 31.12.2015: 24/7 FINANCE SRL – SECURITISED NOTES ISIN Number Nominal amount when issued Class A IT0004376437 2,279,250,000 1,344,400,250 934,849,750 59.0% Class B IT0004376445 225,416,196 0 225,416,196 0.0% 2,504,666,196 1,344,400,250 1,160,265,946 53.7% Total Amount redeemed as at 31.12.2015 Remaining nominal value as at 31.12.2015 % redeemed The roles of cash manager, calculation agent and paying agent are performed for the securitisation by The Bank of New York Mellon which also acts as the account bank. In addition to the role of originator Banca 24-7 also functioned as the servicer for the transaction, a role that is now carried out by UBI Banca following the merger of the two entities. The consideration due to UBI Banca for servicing activities carried out in 2015 totalled €447 thousand, while total payments received as part of servicing activity amounted to €153 million for the year 2015. For full information we report that Banca 24-7 Finance also filled the role of subordinated loan provider, having granted a subordinated loan designed to create an initial cash reserve to meet possible shortages of liquidity for the operation. At the time of the merger into UBI Banca in 2012, a subordinated loan of approximately €24.4 million was outstanding, which was subsequently increased in 2013 by a further €73 million. The financial support provided by UBI Banca to the securitisation, given that no repayments of the loan had been made since 2012, amounted to €97.6 million. Transaction UBI Lease Finance 5 As part of the process to centralise the administrative and control activities of Group companies at the Parent, on 1st November 2015 UBI Banca also took over the role of servicer of the UBI Lease Finance 5 securitisation, which had been structured in 2008 with assets of the subsidiary UBI Leasing. At the same time UBI Leasing took the role of sub-servicer for the management of the securitised portfolios inclusive of bad loan (previously termed “non-performing”) accounts. The consideration due to UBI Banca for servicing activities carried out in November and December 2015 amounted to €19 thousand. A detailed description of the UBI Lease Finance 5 securitisation is given in the corresponding section of the consolidated annual report. 227* UBI Banca - Notes to the Financial Statements Quantitative information C.1 Exposures resulting from the principal “own” securitisation transactions by type of securitised assets and by type of exposure No exposures resulting from “own” securitisation transactions to report. C.2 Exposures resulting from the principal “third party” securitisation transactions by type of securitised assets and by type of exposure No exposures resulting from “third party” securitisation transactions to report. C.3 Securitisation special purpose entities We report the only securitisation connected with 24-7 Finance, full details of which are given in the previous part on qualitative information. C.4 Securitisation special purpose entities not consolidated Information on this item is given in the Consolidated Annual Report, which may be consulted. C.5 Servicer activity – only securitisations: payments received on securitised loans and redemptions of securities issued by the special purpose entity As reported in Part C.1, the operation was wound up in April 2013. D. Information on structured entities not included in the consolidated accounts (other than securitisation special purpose entities) Information on this item is given in the Consolidated Annual Report, which may be consulted. 228* UBI Banca - Notes to the Financial Statements E. Transfers A. Financial assets transferred and not fully derecognised Quantitative information E.1 Financial assets transferred not derecognised: carrying amount and full value T yp e / P o rt f o lio A . O n - b a la n c e s h e e t a s s e 1. De bt ins trum e nts F in a n c ia l a s s e t s d e s ig n a t e d a t f a ir v a lu e F in a n c ia l a s s e t s h e ld f o r t ra d in g 4 19 ,2 6 2 - - - - A v a ila b le - f o r- s a le f in a n c ia l a s s e t s - 3 ,9 3 4 ,2 0 1 - H e ld - t o - m a t u rit y in v e s t m e n t s - 1,6 9 1,2 6 8 - - - - - - 2. Equity ins trum e nts - - - - - - - - - x x x x x x x x x - - 3. UC ITS - - - - - - - - - x x x x x x x x x - - - T o t a l 3 1.12 .2 0 15 o f whic h no n-pe rfo rm ing (pre v io us ly te rm e d "de te rio rate d") 4 19 ,2 6 2 - - T o t a l 3 1.12 .2 0 14 o f whic h no n-pe rfo rm ing (pre v io us ly te rm e d "de te rio rate d") 4 15 ,9 5 0 - - - - - - x - - - x - - - x - - - x 3 ,9 3 4 ,2 0 1 - 3 ,4 8 6 ,13 5 - x - - x - - - x 1,6 9 1,2 6 8 - - 229* - x - 1,8 5 0 ,111 - x - - - - x - x - - - - x - - - - 6,044,731 - - - UBI Banca - Notes to the Financial Statements x - x x - - 6 ,0 4 4 ,7 3 1 - - - - - 5,752,196 - x - - x - - - x - - 5 ,7 5 2 ,19 6 3,934,201 - - 6 ,0 4 4 ,7 3 1 - - - - - - - - - - - - - - - - - B . D e riv a t iv e in s t ru m e n t s - To ta l 419,262 4. F ina nc ing 1,691,268 Lo a n s t o c u s t o m e rs Lo a n s t o b a n k s x 5 ,7 5 2 ,19 6 - E.2 Financial liabilities resulting from financial assets transferred not derecognised: carrying amount Liab ility/Asset portfolio 1. Due to customers Financial assets designate d at fair value Financia l assets held for trading Availab le-for-sale financia l assets Held-to-maturity inve stments Loans to banks Loans to cust omers Total 324,896 - 3,889,717 1,743,109 - - 5,957,722 324, 896 - 3, 889,717 1,743,109 - - 5,957,722 - - - - - - - 94,424 - 51,564 - - - 145,988 94, 424 - 51,564 - - - 145,988 - - - - - - - Total 31.12.2015 419,320 - 3,941,281 1,743,109 - - 6,103,710 Total 31.12.2014 415,669 - 3,452,604 1,856,404 - - 5,724,677 a) against fully recognised assets b) against par tially recognised assets 2. Due to banks a) against fully recognised assets b) against par tially recognised assets 230* UBI Banca - Notes to the Financial Statements E.3 Transfers with liabilities backed exclusively by the assets transferred: fair value Type/Portfolio Financial assets held for trading Financial assets desig nat ed a t fair value Av ailable-for-sale financia l assets Held-to-maturit y investments ( fair v alue) A B A B A B A B Loans and a dvances to b anks (fair value) A B Loans and advanc es to customer s (fair value) Total Total 31.12.2014 A B 31.12.2015 6,095, 650 A. On-balance sheet assets 419,262 - - - 3, 934,201 - 1,742,187 - - - - - 2. Equity instrume nts - - - - - - X X X X X X - - 3. UCITS - - - - - - X X X X X X - - 4. Financing - - - - - - - - - - - - - - B. Derivative instr uments - - X X X X X X X X X X - - 419,262 - - - 3,934,201 - 1,742,187 - - - - - 6,095,650 1. Due to customers 324,896 - - - 3, 889,717 - 1,743,109 - - - - - 5,957,722 2. Due to banks 94, 424 - - - 51,564 - - - - - - - 145,988 419,320 - - - 3,941,281 - 1,743,109 - - - - - 6,103,710 ( 8,060) 1. Debt instruments Total assets 5,752,196 5,752,196 C. Associated liabilities Total liabilities net value 31.12.2015 (58) - - - (7,080) - (922) - - - - - net value 31.12.2014 281 - - - 33,531 - (6,293) - - - - - Legend: A = Financial assets transferred and fully recognised (carrying amount) B = Financial assets transferred and partially recognised (carrying amount) C = Financial assets transferred and partially recognised (entire amount) B. Financial assets transferred and fully derecognised with recognition of the continuous involvement There are no financial assets transferred and fully derecognised with recognition of the continuous involvement to report. 231* UBI Banca - Notes to the Financial Statements X X X 5,724,677 X 27,519 E.4 Covered bond operations Covered bond programme for €15 billion – “Residential Programme” The objectives In 2008 the Management Board of UBI Banca passed a resolution to proceed to implement a structured programme for the issuance of covered bonds designed to produce benefits in terms of funding while containing the cost at the same time. In detail, the Management Board performed the following: it identified the objectives of the programme; it identified the basic structure of an operation to issue covered bonds in the light of the legislation and explained and examined the main elements, including the portfolio of loans, the criteria for selecting them, the structure of the financial transaction and the relative tests; it assessed and approved the impacts and the organisational, IT and accounting changes that would be required. These changes were performed to ensure proper risk management by the Parent and also by the single banks participating. Account was also taken, in drawing up the procedures, of the requirements set by regulations issued by the Bank of Italy; assessed the risks connected with the operation to issue covered bonds; it assessed the organisational and operating structure of the special purpose entity concerned in order to ensure that the contracts involved in the operation contained clauses that would guarantee the proper and efficient performance of the functions of the special purpose entity itself; it assessed the legal aspects through an in-depth examination of the parties and contract documents used, with particular attention paid to the nature of the guarantees given by the special purpose entity and the relations between the issuing bank, the originator banks and the special purpose entity. The main objectives of the programme are as follows: - - the acquisition of long-term institutional funding at more competitive costs than funding acquired using alternative instruments such as the EMTN programmes or securitisation transactions; access through the issuance of covered bonds to specialist investors who currently do not invest in the funding instruments used and which may be used by the UBI Banca Group. The structure The basic structure of the operation to issue covered bonds involved the performance of the following activities: one bank (the originator) transfers a set of assets with determined characteristics to a special purpose entity to form a separate set of assets termed a “cover pool”. However, in compliance with international accounting standards in force, those assets are not derecognised from the financial statements of the originator bank; the originator bank (acting here as a financing bank) grants a subordinated loan to the special purpose entity designed to fund the purchase of the assets by the entity; the bank (the issuing bank) issues covered bonds backed by a primary, unconditional and irrevocable guarantee given by the special purpose entity to the sole benefit of the holders of the covered bonds and the hedging counterparties involved in the transaction. The guarantee 232* UBI Banca - Notes to the Financial Statements is backed by all the assets transferred to the special purpose entity and which form part of the cover pool. In the context of the procedures described above, the UBI Banca Group launched a covered bond programme (hereafter the “CBP”) with a ceiling on issuances of €10 billion which was increased in 2014 to €15 billion. The structure that was adopted also allows the transfer of the portfolios which constitute the segregated assets of the special purpose entity from more than one originator bank. To achieve this, a special purpose entity, UBI Finance Srl was formed, in accordance with Law No. 130/1999, 60% held by UBI Banca25, which as the guarantor of the issue performed by UBI Banca acquired a portfolio of residential mortgages transferred to it from network banks of the Group, which participated in the programme both as originator banks and as financing banks. These were added to in 2013 with UBI Banca as an originator and financing bank, which as the Parent, also fills the role of master servicer, calculation agent and cash manager for the operation. UBI Banca then delegated responsibility for servicing activity, consisting of collecting payments and managing relations with customers for the portfolio transferred by each originator (except for positions reclassified as bad loans (previously termed “non-performing”), handled by the Problem Loans and Credit Recovery Area of the Parent), to the originator banks as sub-servicers. The role of account bank and paying agent is filled by The Bank of New York Mellon (Luxembourg) Sa, while the representative of the bondholders is BNY Corporate Trustee Services Limited. The role of asset monitor, explicitly required by regulations for this type of transaction, is carried out by BDO Italia Spa. This €15 billion programme is also assigned ratings by two agencies: Moody’s, used since the first issuance under the programme, and DBRS, which replaced Fitch in the last quarter of 2015. 25 The company is consolidated by UBI Banca in the Consolidated Annual Report for the Group, according to the accounting standards in force. 233* UBI Banca - Notes to the Financial Statements A summary of the main features of the structure of UBI Banca’s covered bond programme is given below. A). Covered Bonds. UBI Banca issues covered bonds under the programme; B). Bond loan. In order to allow the funding acquired on institutional markets from the issue of covered bonds to flow back to the originator banks, these banks may issue bonds and the right to require subscription of them by UBI Banca, within the limits of their quota of participation in the programme. These bonds shall have the same maturity as the covered bonds and a yield established on the basis of the Bank’s funding policies. C). Subordinated loan. In order to fund the purchase of mortgages by the special purpose entity, the originator banks grant subordinated loans to it. The yield on these loans is calculated as a “premium” or “extra spread” equal to the amount of the interest received, which remains in the accounts of the special purpose entities once priority amounts in the chain of payments have been deducted, relating to items such as the expenses incurred by the entity, payments to swap counterparties and allocations to the “reserve account”. D). Swaps to hedge interest rate risk. If the covered bonds are issued at a fixed rate, UBI Banca may hedge the interest rate risk by entering into swap contracts with market counterparties, thereby transforming the exposure to a variable rate. These swaps lie outside the perimeter of the covered bond programme and the decision to use them is made with a view to interest rate risk management as part of the Parent’s ALM. E). Liability swaps: also a liability swap contract is entered into between UBI Banca and UBI Finance for each covered bond fixed rate issue. These are designed to protect against interest rate risk, which might affect the cash flows received from the special purpose entity and the amounts due from the special purpose entity to investors (fixed rate coupons on the covered bonds) in the event of default by UBI Banca and the need by the special purpose entity to intervene to pay the coupons to the investors. The notional amount of the liability swaps must be sufficient to hedge the interest rate risk related to the floating interest rate return portion of the underlying segregated assets of UBI Finance, since the fixed-rate component of the mortgage portfolio constitutes a partial natural hedge in itself with respect to fixed-rate covered bonds. The percentage of hedging required by the rating agencies using liability swaps is 70% of the covered bonds (at fixed rate) issued. 234* UBI Banca - Notes to the Financial Statements The structure of the liability swaps only requires the exchange of cash flows between UBI Banca and the special purpose entity in the event of default by UBI Banca or when UBI Banca assigns a swap contract to another eligible counterparty. For full information we report that the liability swap involves margin account obligations for UBI Banca. In order to diversify the counterparty risk BNP Paribas Securities Services was selected for the role of account bank for those margin deposits. F). Current accounts. The programme involves a complex system of current accounts to pay and receive the cash flows involved in the operation. A series of accounts were opened in the name of the special purpose entity for each originator bank as follows: collection account at UBI Banca linked to each originator bank into which sums received are paid consisting of interest and principal on the portfolios of each originator, and, where applicable, other assets transferred to the special purpose entity under the programme (e.g. eligible assets and top-up assets); interest account with Bank of New York Mellon, London Branch linked to each originator bank into which all interest paid into the collection accounts is paid on a daily basis and also all amounts paid to the special purpose entity by the counterparties of the swap contracts; principal account with The Bank of New York Mellon, London Branch linked to each originator bank into which all the principal repayment amounts paid into the collection account will be paid on a daily basis; a reserve fund account, with The Bank of New York Mellon, London Branch into which interest accruing on the covered bonds is paid monthly in order to guarantee the payment of current coupons; an expense account, into which the amounts required to meet the expenses of the special purposes entity are paid, drawn from interest accounts, in proportion to the quota of participation in the programme of each originator bank. Effectiveness tests. The Effectiveness tests are performed monthly on the whole cover pool and separately on the portfolios transferred by each originator, in order to determine the financial integrity of each bank’s portfolio. As required by the regulations, because it is a multioriginator programme, with cross-collateralisation of the originator banks’ portfolios, the only valid test for investors is that performed on the whole cover pool, while the tests performed on the individual portfolios are used to determine the integrity of each originator’s portfolio for the purposes of cross-collateralisation between the different originator banks. In detail: the nominal value test verifies whether the nominal value of the loans in the transferred portfolio is greater than the nominal value of the covered bonds issued. In order to ensure an adequate degree of over collateralisation in the portfolio, while the covered bonds are considered at their nominal value, the loans in the portfolio are weighted on the basis of the relative collateral backing them and the total amount is further reduced by an asset percentage. The calculation of the nominal value test also takes account of potential additional risks, such as for example “set-off” risk or “commingling risk”26; the net present value test verifies whether the present value of the loans remaining in the portfolio is greater than the present value of the covered bonds issued; 26 See the preceding notes. 235* UBI Banca - Notes to the Financial Statements the interest cover test verifies over a twelve month time frame whether the interest received and held in accounts and the cash flows from interest to be received net of the entity’s expense is greater than the interest to be paid to the holders of the covered bonds; the amortisation test (similar to the nominal value test, but only performed if UBI Banca is downgraded by rating agencies); the top-up assets test verifies whether, before UBI Banca defaults, the total amount of additional assets and liquidity is not 15% greater than the nominal value of the loans remaining in the portfolio transferred, in compliance with the Ministry of the Economy and Finance and Bank of Italy instructions. If all the tests27 are passed simultaneously then the special purpose entity may proceed to pay all the parties involved in the programme, including the originator banks as the lenders of the subordinated loan, in the order of priority indicated in the “payment chain”. However, if the results of the tests are negative, then the contract states that the UBI Banca Group must increase the collateral of the portfolio by transferring new mortgages to it and that is “top up” with extra assets. Failure to pass the tests, once the time limit allowed for the Group to add assets has passed, results in an “issuer event of default” with a consequent enforcement of the guarantee issued by UBI Finance. In this event the originator banks would only receive the repayments of the subordinated loans granted after the redemption of the covered bonds by the special purpose entity and within the limits of the remaining funds. In accordance with the relative regulations, on a quarterly basis the asset monitor checks the accuracy and precision of the calculations carried out by the calculation agent, UBI Banca, in order to carry out the effectiveness tests. Organisational action and control procedures Summary information is given below on the new organisational structure and operational processes for the covered bond programme approved in 2013. This information was prepared on the basis of that contained in the Programme Report submitted to the Management Board on 15.1.2013, 28.1.2014 and 24.2.2015 and also that given in Group Circular No. 415/2013 “Review of processes related to the first covered bond programme”. The organisational system currently adopted in the UBI Group for the structuring and management of covered bond programmes is the result of a general organisation revision carried out in 2013, following the development of management and issuance processes experimented with in the first years of the life of the programme. A distinction is made in that system between two areas of activity: 1) the first area concerns the activity needed to set up a programme, carried out once only in the period preparatory to the issuance of bonds, which can be described as follows: proposals for the structuring of a new programme are assessed by the competent internal committees of UBI Banca and the underlying general policies are approved by the Supervisory Board. This is followed by the identification of external parties who must assist the Parent in the structuring and issuance of the programme (legal firms, arrangers, asset monitors, rating agencies). The assets which will form part of the portfolio are then defined together with the contracts relating to the operation for units internal and external to the Bank. Subsequently, the following is carried out: form the special purpose entity and carry out the activities needed to transfer assets to that entity and segregate the assets of the cover pool appropriately; assign a rating to the programme, inclusive of the site visit by the rating agency; present a compliance report for the programme. The calculation of the first three tests mentioned above is consistent with the requirements contained in supervisory regulations (Bank of Italy Circular No. 285/2013) on the question of the partial weighting of collateral positions which should exceed the loan to value ratio set (80% for residential mortgages and 60% for commercial mortgages). See below Property Risk Guarantees. 27 236* UBI Banca - Notes to the Financial Statements 2) the second area, on the other hand, regards recurring activities for management, monitoring and control, which are organised in four macro processes described as follows: A. annual planning: a plan for the issuance of covered bonds to be carried out during the year is drawn up by the competent units at UBI Banca as part of a more general definition of the procedures to cover liquidity requirements on the basis of strategic policies and in accordance with the growth and risk objectives set by the competent corporate bodies. The annual planning of issuances is followed by an annual analysis stage designed to set the amount of the collateral that the Group must be able to post in the future in order to back existing and planned future issuances. After internal committees have carried out verifications, the Management Board of the Parent is then called upon, annually, to decide on: transfers of new mortgages by originator banks participating in the programme and possible repurchases; new covered bond issuances. B. periodic transfers of assets to the special purpose entity. Portfolios of assets to be transferred are identified in detail on the basis of the guidelines defined in the previous point. With the support of legal firms and arrangers – where necessary – the competent units at the Parent prepare the contracts, carry out prior controls and proceed to comply with the technical requirements needed for the segregation and proper management of the portfolios by the servicers and subservicers. The originator banks also top up the subordinated financing as necessary in relation to the amount of the new portfolios transferred; C. issuance of new covered bonds: as part of the issuance planned in accordance with the previous points, the competent units of UBI Banca decide on the characteristics of the issuance syndicated by the dealer banks participating in the issue. The issuance then commences with the acquisition of orders from institutional investors, which concludes with the official announcement of quantities and issue prices. This is followed by the preparation of the legal documentation with the support of legal advisors and arrangers and it will be signed by the parties involved before the value date of the issuance. D. ongoing management of the issuance programme: this general process governs the activities needed for the daily management of the portfolios transferred to the SPE, the settlement of the cash flows, implementation of the controls required by regulations and the preparation of compulsory disclosures and other reports to markets28. The main sub-processes, carried out by the competent units of the Parent (which acts as the master servicer, calculation agent and cash manager for the programme) or of the network banks (as subservicers), are as follows: daily settlement of cash flows from the cover pool; monthly performance of effectiveness tests; calculation of the sequence of monthly payments and liquidity management; preparation of periodic reports to the various counterparties, investors and rating agencies (in compliance with disclosure requirements requested by supervisory regulations for the prudential treatment of the CBPs); settlement of coupons on outstanding issues (on an annual or interim basis depending on the issue); determination (half yearly) of the controls set by regulations to monitor requirements to ensure the quality and integrity of the cover assets transferred and assessment of any need to repurchase assets no longer eligible. 28 In this respect, as already reported recent amendments to supervisory regulations (Bank of Italy Circular No. 285/2013 already mentioned) extended control duties not only to include the competent internal risk control units of the issuer but also the asset monitor for controls of the completeness, accuracy and appropriateness of the information made available to investors and also to ensure compliance with the loan to value ratio limits at the time of transfer and when property values are updated (see Property Guarantee Risks below). 237* UBI Banca - Notes to the Financial Statements Internal Group rules and regulations specify the persons involved in the individual activities and the processes outlined above in detail. The risks connected with the operation: In 2012 and 2013 the Bank revised its analysis of the risks identified with the programme when it was approved in June 2008 and it prepared a new map of those risks. The risks identified, listed below, are derived from the current regulatory framework (EU and Italian) and they are based on the current methodologies used by rating agencies. The different types of risk are attributable to the following four general categories: 1. Risk of UBI Banca downgrade, which includes the risk relating to the swap contracts to which UBI Banca is a counterparty and the risk relating to the account bank activities performed by UBI Banca, because in both cases a downgrade could result in UBI Banca losing its status as an “eligible” counterparty in the roles just mentioned. More specifically, with regard to the account bank role, if a downgrade involved the transfer of the SPEs current accounts to a third-party company, the failure to immediately transfer sums received onto those accounts would represent a “commingling risk”, account of which is taken when calculations for regulatory tests are carried out; 2. Risk relating to the underlying mortgages (collateral). The issuance of covered bonds bases its rating on the credit enhancement provided by the portfolio of mortgages transferred to back the special purpose entity. The criteria used by the rating agencies require the amount of the mortgage portfolio that provides the guarantee to be maintained at levels higher than the value of the bonds issued (known as over-collateralisation). A decrease in the level of over-collateralisation would lead primarily to a downgrade of the operation and, in the most serious cases, to a default of the issuer, if the minimum level provided for in the contracts were not guaranteed and/or the regulatory tests were not passed. Various mechanisms are provided within the programme to address these risks. They include the following: a nominal value test and various degrees of over-collateralisation, designed to ensure that the special purpose entity is able to fully guarantee the covered bonds issued even in the event of some defaults on the underlying assets; the ability to inject liquidity in order to guarantee the issues (within the limits of 15% of the total amount of the assets held by the special purpose entity); the ability to also insert assets with a higher rating in the cover pool and finally, with regard to redemption by the special purpose entity (or by UBI Banca in the event of its default) of the capital maturing, the maturity of the covered bonds may be extended by one year (termed a “soft bullet maturity”). In any event, the units responsible at UBI Banca periodically verify the adequate availability of mortgages among the assets of Group banks in order to ensure the necessary overcollateralization for covered bonds already issued and for those to be issued in the coming year. 3. Risks connected with continuous management of the programme: the programme involves various third parties (asset monitors, bank account providers, trustees, possible swaps providers), for each of which there is a risk of default. Counterparty replacement rules have been put in place to limit that risk if determined events occur. The programme also requires continuous management of matters which include servicing activities, investment activities, the management of possible swap contracts, the calculation of regulatory tests and the production of reports. The adoption of the organisational model reported in the preceding pages led to a further improvement in the management of processes and the related operating risks. This increased the oversight and control points as a result of a more detailed official assignment of responsibilities to the competent units of the Parent. 4. Legal risks, which, due to the particular multi-originator structure of the UBI Banca programme, include the risk of cross-collateralisation. The participation of a number of originator banks in the programme mean that all the transferor banks are subordinated creditors on an equal basis of the special purpose entity and above all, they assume the obligation to top up the portfolio to the levels specified by the tests if these are failed, even if the failure is not caused by the assets for which they are responsible. To mitigate that risk, the contract documents state that if the transferor bank required to top up assets does not meet that obligation, in the first instance the Parent will be required to top up the cover pool until the required level of over238* UBI Banca - Notes to the Financial Statements collateralization is reached, while the transferor banks will only be required to top up the cover pool if the Parent fails to do so. In order to take account, amongst other things, of regulatory developments that had occurred, when the 2015 Programme Report was drawn up two further risk Categories were formally introduced as follows: 5. Tax risks, divided in turn into two sub-categories: a) tax impacts on the transfer of assets: the law which introduced covered bonds (Law No. 130/1999, Art. 7 bis) stated that transfers of assets to special purpose entities are considered as not taking place from a tax viewpoint where, amongst other things, the purchase price and the last amount recognised for the transferred assets in the financial statements of the transferor bank are identical. Since transfers of assets generally take place at a time subsequent to the reporting date of the last approved financial statements of the transferor banks, the prevalent interpretation adopted was that in order to determine the transfer price, reference has to be made to the carrying amount, reduced by the capital repayments received in the meantime and increased by the interest accruing as at the date of transfer in order to take account of the natural financial changes in the assets transferred29. b) VAT on servicing fees: according to one recent interpretation put forward by the tax authorities on some occasions, fees for the management and receipt of repayments on loans not classified as bad loans (previously termed “non-performing loans”) paid by the special purpose entity to the transferor bank which acts as the servicer or sub-servicer for the covered bond programme should be subject to VAT at the ordinary rate instead of being VAT exempt. That interpretation is based on a Court of European Justice ruling according to which the management and receipt of repayments on loans should be generally classified as “credit recovery activity”, and as such subject to VAT, regardless of whether the loans managed are bad loans or not and this gave rise to demands being made to the UBI Group and also to other major banking groups who use the same instruments with similar structures. The UBI Group is fully convinced of the proper nature of its conduct and has appealed against the tax assessment notices received in relation to this matter. 6. Property Guarantee Risk: in accordance with legislation and regulations the bank updates the values of the properties that back the assets transferred on a half yearly basis. The risk in question lies in the possible decrease in the value of the guarantees which can lead to total or partial exclusion of the loan from the calculation of tests. The updated value of the guarantees is in fact used to calculate the current loan to value ratio (the remaining debt as a ratio of the current value of the guarantee) and if that indicator is greater than the 80% limit, then the part of the loan above that limit cannot be used in the calculation of the tests. Furthermore, if the ratio of the updated value of the guarantee to that of the most recent property appraisal is lower than 70%, the loan must be totally excluded from the calculation tests unless a new appraisal is carried out within three months. In this respect we also report that in addition to the periodic controls carried out in accordance with regulations by the asset monitor, Risk Control Units in the UBI Group check the loan to value ratios monthly and organisational processes result in prompt reporting of problem situations to the competent units for the necessary corrective action to be taken. 29 See Supervisory Regulations for banks – Circular No. 285/2013 – Part Three – Chapter 3 239* UBI Banca - Notes to the Financial Statements History of the UBI Banca Residential Covered Bond Programme In the context of the procedures described above, the UBI Banca Group launched a ten-billion euro programme for the issue of covered bonds in July 2008, with the first transfers of mortgages performed by two banks in the Group, Banco di Brescia and Banca Regionale Europea, for a total amount, as at that time, of approximately €2 billion. Subsequently, in the years 2008 – 2010, all the Group’s network banks joined the programme progressively transferring portions of their assets. Further transfers of assets were then concluded in each of the following years. More specifically, in 2015, two transfers of assets were carried out, the first on 1st May 2015, totalling €757.5 million and the second with effect from the 1st November 2015, for a total of €737.7 million. The distribution of assets transferred among the originator banks is as follows: ASSETS TRANSFERRED TO UBI FINANCE – YEAR 2015 (figures in thousands of euro) Transfer on 01.05.2015 Transfer on 01.11.2015 Total transfers 2015 TOTAL TRANSFERS originated by BRE originated by Banco di Brescia originated by Banca Popolare di Bergamo originated by Banca Popolare di Ancona originated by UBI Banca originated by Banca Popolare di Commercio e Industria originated by Banca Carime originated by Banca di Valle Camonica originated by IW Bank 757,456 147,162 255,737 0 0 0 250,238 104,319 0 0 737,722 0 0 475,607 180,425 38,128 0 0 25,250 18,312 1,495,178 147,162 255,737 475,607 180,425 38,128 250,238 104,319 25,250 18,312 As at 31st December 2015 the cover pool of mortgages for the issues, which for accounting purposes is recognised within the assets of each originator bank, amounted to a total of €14.459 billion in terms of the remaining principal debt. The table below gives the distribution of the portfolio (remaining principal debt) for each originator bank and the total by class of credit quality as at 31.12.2015, according to the classification used in the documentation for the CBP: TYPE OF LOAN – figures as at 31.12.2015 (Remaining principal debt - in thousands of euro) TOTAL PORTFOLIO originated by BRE originated by Banco di Brescia originated by Banca Popolare di Bergamo originated by Banca Popolare di Ancona originated by UBI Banca originated by Banca Popolare di Commercio e Industria originated by Banca Carime originated by Banca di Valle Camonica originated by IW Bank Performing loans 12,120,138 1,354,959 2,189,826 2,968,091 1,089,242 1,562,683 1,736,909 821,578 201,980 194,870 Loans in arrears 1,776,603 223,913 363,342 353,968 179,933 235,714 246,390 110,102 39,696 23,545 Cover pool (1+2) 13,896,741 1,578,872 2,553,168 3,322,059 1,269,175 1,798,397 1,983,299 931,680 241,676 218,415 562,585 78,573 110,244 113,068 38,674 71,086 75,653 49,374 14,874 11,039 14,459,326 1,657,445 2,663,412 3,435,127 1,307,849 1,869,483 2,058,952 981,054 256,550 229,454 Defaulted loans Total UBI Finance cover pool In 2015 this portfolio generated total payments received of approximately €1.9 billion, distributed as follows among the portfolios of the different originators: PAYMENTS RECEIVED (Figures in thousands of euro) Payments received in 2015 TOTAL PORTFOLIO originated by BRE 1,900,183 223,660 originated by Banco di Brescia 363,161 originated by Banca Popolare di Bergamo originated by Banca Popolare di Ancona 435,667 177,180 240* originated by UBI Banca originated by Banca Popolare di Commerci oe Industria Originated by Banca Carime originated by Banca di Valle Camonica 196,682 279,757 154,954 34,470 originated by IW Bank 34,652 UBI Banca - Notes to the Financial Statements Within the ceiling on the issues set under the programme, which as already mentioned was recently raised from an initial €10 billion to €15 billion, UBI Banca has issued covered bonds for a total of €10.514 billion (bonds in issue as that 31.12.2015). The table below gives details of the individual issues: Number in order (*) ISIN NUMBER Name 1 IT0004533896 UBI BANCA 3.625% CB due 23/9/2016 2 IT0004558794 3 IT0004599491 4 Issue date Expiration date Share capital (**) Market 23/09/2009 23/09/2016 1,000,000,000 Institutional investors 16/12/2009 16/12/2019 1,000,000,000 Institutional investors UBI BANCA TV CB due 30/04/2022 30/04/2010 30/04/2022 147,727,276 private - EIB IT0004619109 UBI BANCA 3.375% CB due 15/09/2017 15/09/2010 15/09/2017 1,000,000,000 Institutional investors 6 IT0004682305 UBI BANCA 5.250% CB due 28/01/2021 28/01/2011 28/01/2021 1,000,000,000 Institutional investors 7 IT0004692346 UBI BANCA 4.500% CB due 22/02/2016 22/02/2011 22/02/2016 750,000,000 Institutional investors 8 IT0004777444 UBI BANCA TV CB due 18/11/2021 18/11/2011 18/11/2021 166,600,000 private - EIB 12 IT0004966195 UBI BANCA 3.125% CB due 14/10/2020 14/10/2013 14/10/2020 1,500,000,000 Institutional investors 14 IT0004992878 UBI BANCA 3.125% CB due 05/02/2024 05/02/2014 05/02/2024 1,000,000,000 Institutional investors 15 IT0005002677 UBI BANCA TV CB due 05/03/2019 05/03/2014 05/03/2019 700,000,000 17 IT0005067076 UBI BANCA 1.25% CB due 07/02/2025 07/11/2014 07/02/2025 1,000,000,000 Institutional investors 18 IT0005140030 UBI BANCA 1%CB due 27/01/2023 27/10/2015 27/01/2023 750,000,000 Institutional investors 19 IT0005155673 UBI BANCA 22 TV CB due 14/12/2022 14/12/2015 14/12/2022 500,000,000 Retained UBI BANCA 4.000% CB due 1 Total issues outstanding as at 31/12/2015 Retained 10,514,327,276 Notes: (*) Only issues outstanding at the reporting date are shown. For full information we report with regard to the series closed down that issues numbers 9, 10 and 11 (retained) were closed down due to natural maturity in February 2014. Issues numbers 13 and 16 (both retained) were closed down early in 2015, while issue number 5 (public) matured naturally in October 2015. (**) For bonds subject to amortisation, the remaining nominal value is given as at the reporting date. As at 31st December 2015 all the bonds listed above had received an Aa2 rating from Moody’s and AA (low) from DBRS. Relations with the special purpose entity UBI Finance As already reported above, in compliance with IFRS international accounting standards the accounting treatment employed requires non-derecognition of the loans transferred to the special purpose entity in the balance sheets of the originator banks. Similarly, the income statement and valuation entries relating to the loans transferred but not derecognised continued to appear in the 241* UBI Banca - Notes to the Financial Statements specific items of expense and income in the income statement as if the transfer operation had not been carried out. Consistent with that accounting treatment, other asset and liability and income statement items relating to the bank and the special purpose entity are stated as balancing entries in the “residual” items of the balance sheet and income statement (“150 Other assets” in the balance sheet and “190 other operating income/expense” in the income statement) and the relative balance is shown among the net asset/liability and expense/income items of the bank in relation to the special purpose entity in addition to those already recognised in relation to the loans transferred but not derecognised stated in a separate item. Reference may be made to the relative sections of the notes on financial statements for the amounts of the items mentioned above, recognised within other assets and other operating income/expense. In compliance with regulations, the pages that follow report detailed information on the main stakes held by the bank in the special purpose entity UBI Finance in relation to the €15 billion covered bond programme. Assets transferred – carrying amount The table below shows the amount for the securitised portfolio transferred by the originator banks to the special purpose entity UBI Finance, according to the amount shown under the asset item “70 Loans and advances to customers” in the balance sheet. The classification follows the distribution of the transferred portfolio on the basis of the balance sheet classification of each originator. BANCA BANCO POPOLARE DI DI BRESCIA BERGAMO BANCA POPOLARE DI ANCONA BANCA POPOLARE BANCA COMMERCIO CARIME ED INDUSTRIA TYPE OF LOAN – carrying amount as at 31.12.2015 (thousands of euro) TOTAL Performing loans 13,456,296 1,489,117 2,395,214 3,247,272 1,237,452 1,836,839 1,929,942 892,502 Performing pastdue exposures 770,953 117,443 205,115 116,879 65,037 70,522 103,145 51,541 24,662 16,609 16,899 2,748 2,851 1,937 2,862 3,604 2,014 361 185 337 328,461 45,394 68,696 50,125 27,261 68,708 37,618 18,267 7,534 4,858 163,701 24,300 28,708 46,496 6,232 1,042 26,561 21,581 4,789 3,992 14,736,310 1,679,002 2,700,584 3,462,709 1,338,844 1,980,715 2,099,280 984,252 Non-performing (previously termed “deteriorated”) past-due exposures Unlikely to pay loans Bad loans (previously termed “non-performing”) TOTAL assets transferred to UBI Finance BANCA REGIONALE EUROPEA UBI BANCA BANCA DI VALLE CAMONICA IW BANK 219,973 207,986 257,143 233,782 See the previous section for the amount of the assets transferred during the year. Subordinated Loan As already indicated earlier, at the time of each transfer of assets, each transferor bank, in its capacity as a financing bank, grants to the special purpose entity, a portion of the subordinated loan designed to finance the payment by the SPE itself of the purchase price of the assets transferred in its capacity as originator bank. The table below shows the amounts of the loans granted by the originator banks to UBI Finance against the transfers for the year 2015: 242* UBI Banca - Notes to the Financial Statements Subordinated loans granted in 2015 (in thousands of euro) Loan granted for 01/05/2015 transfer Loan granted for 01/11/2015 transfer Total granted in 2015 originated originated originated originated originated originated by Banca by Banca by Banca by Banca originated by IW Popolare Popolare di by Banca di Valle Popolare by UBI Carime Bank di Commercio Camonica di Ancona Banca Bergamo e Industria TOTAL TRANSFERS originated by BRE originated by Banco di Brescia 756,374 146,941 254,558 0 0 0 250,139 104,736 0 0 739,419 0 0 475,471 181,027 39,463 0 0 25,134 18,324 1,495,793 146,941 254,558 475,471 181,027 39,463 250,139 104,736 25,134 18,324 for an amount of the subordinated loans outstanding granted as at 31.12.2015 by each originator to UBI Finance as follows (in terms of remaining principal debt): Amount of subordinated originated originated originated originated loans as at originated by Banca by Banca originated originated originated by Banca originated by Banca 31/12/2015 TOTAL by Banco Popolare Popolare di by Banca by IW by BRE Popolare by UBI di Valle (in di Brescia di Commercio Carime Bank di Ancona Banca Camonica thousands of Bergamo e Industria euro) Remaining principal 14,631,836 1,668,986 2,685,557 3,457,462 1,315,640 1,945,464 2,078,706 986,039 258,621 235,361 debt The carrying amount of the subordinated loans as at 31.12.2015 forms part of the net balance of the amounts recognised within item “150 Other Assets” in the balance sheet, and represents the maximum exposure to loss resulting from participation by the banks (originators and financers) in the covered bond programme in the event that the guarantee given by the special purpose entity and the cash flows from the portfolios transferred as collateral were used to the reimburse investors and would not therefore be available, wholly or in part, to return the subordinated loans to the originators. The ability to repay that loan depends on the receipt of repayments on the loans in the segregated portfolio transferred to the special purpose entity by each bank. Consistent with the accounting treatment adopted, the underlying portfolio recognised within item “70 Loans and advances to customers”, in the balance sheet was posted to directly as indicated above. In consideration of the performance of repayments by the issuer UBI Banca, no risk in this respect currently exists. The interest for 2015 on those subordinated loans, which as mentioned, is recognised within item “190 Other operating income/expense” in the income statement, amounted to a total of €324 million for all the Group banks participating in the programme, while the amount of the loans repaid in the year drawn from the capital repayments available to the special purpose entity totalled €2.418 billion. 243* UBI Banca - Notes to the Financial Statements The following tables show the aforementioned sums by single originator bank: Subordinated loans – interest paid and accruing in 2015 (in thousands of euro) Total interest in 2015 TOTAL originated by BRE originated by Banco di Brescia 324,323 35,953 58,014 originated by BRE originated by Banco di Brescia 290,200 470,300 Subordinated loans – sums repaid in 2015 (in thousands of euro) TOTAL Total repayments in 2015 2,418,000 originated originated originated originated by Banca originated originated by Banca by Banca originated by Banca Popolare di by Banca by IW Popolare Popolare by UBI di Valle Commercio Carime Bank di di Ancona Banca Camonica e Industria Bergamo 67,780 31,454 46,807 44,400 30,120 4,685 5,110 originated originated originated originated originated by Banca originated by Banca by Banca by Banca originated by IW Popolare di by Banca Popolare di Valle by UBI Popolare Bank Commercio Carime di Camonica Banca di Ancona e Industria Bergamo 581,800 234,350 213,100 362,650 185,500 39,000 41,100 Servicing activities – Sub-servicing The Parent received fees totalling €1.183 million from the special purpose entity UBI Finance for servicing activities performed in 2015 relating to the management of payments received and relations with customers with regard to the portfolio transferred and the management of accounts classified as bad loans (previously termed “non-performing”), while fees received in its capacity as master servicer and calculation agent amounted to €619 thousand. At the same time the network banks received fees totalling €4.860 million from the special purpose entity UBI Finance for subservicing activities performed in 2015 relating to the management of payments received and relations with customers with regard to the portfolios transferred. The amount for the fees relating to the year for servicing and sub-servicing activities is recognised within item “190 Other operating income/expense” in the income statement. Five-billion euro covered bond programme – “Retained programme” In the first half of 2012, a new covered bond programme was structured for the issue of new bonds to be retained, and that is to be subscribed by UBI Banca itself, which will be used as collateral for posting with the European Central Bank in order to strengthen the pool of assets eligible for refinancing available to the Group. To achieve this, a specific new special purpose entity, named UBI Finance CB2 Srl was formed, in which UBI Banca also holds a 60% stake30, to function as the guarantor of the issues of the new series of covered bonds. Mainly commercial mortgages and, in addition, residential mortgages eligible according to national legislation and regulations, but not covered by the rating agency methodologies for the first programme, are transferred by Group banks to UBI Finance CB2 Srl. In fact, as opposed to the residential programme, the retained programme was initially structured without assessment by the rating agencies and therefore it benefited only from the senior rating of the Parent UBI Banca. 30 The company is consolidated by UBI Banca in the Consolidated Annual Report for the Group, according to the accounting standards in force. 244* UBI Banca - Notes to the Financial Statements At the end of 2013 the agency Fitch also assigned a rating to the five-billion euro programme. The rating assigned was BBB+. In 2015 the agency Fitch was replaced by the agency DBRS, which assigned a rating of “A (low)”, which was unchanged at the reporting date. UBI Banca will be able to issue covered bonds under that programme for a total amount, from time to time, of not greater than €5 billion. Again, for this second programme, the Management Board has: identified the objectives of the programme and of the first issuance; identified the basic structure of the operation, examining the initial loan portfolio and the criteria used to select it as well as the financial structure of the transaction and the tests; assessed and approved the impacts and the organisational, IT and accounting changes that would be required, considering that those actions had already been carried out to ensure proper risk management for the first programme; assessed the risks connected with the operation to issue covered bonds; assessed the organisational and operating structure of the special purpose entity; assessed the legal aspects of the programme. Reference is made to what has already been reported above concerning the residential programme for that which regards the structural, organisational and risk aspects of the operation31, while here we report only those points where the five-billion euro programme differs from that which has already been reported: A. liability swaps: at present no fixed rate issuances have been made and therefore no liability swap contracts exist between the special purpose entity and third party counterparties; B. current accounts. Interest and principal collection accounts for the second programme were initially opened with UBI Banca International, but they were transferred in August 2015 to BNP Paribas Securities Services – London Branch. C. the liquidity generated by the programme. In consideration of the type of operation performed by the Group with the retained programme, designed to increase the quantity of assets available for refinancing operations with the Eurosystem, no issuance of bonds was put in place to channel funds back to the originator banks. If, on the other hand, “public” issuances should be made, as indicated above, each originator bank will be given the right, within the limits of its share of participation in the programme, to issue bonds and the right to ask for them to be subscribed by UBI Banca in the same way as occurs for the fifteen-billion euro programme. History of the UBI Banca Retained Covered Bond Programme The initial cover pool to back the issues of the retained programme was transferred in two tranches in the first half of 2012 and it consisted of assets totalling €3 billion. The following banks transferred assets: Banca Regionale Europea, Banca Popolare di Ancona, Banca Popolare Commercio ed Industria, Banca di Valle Camonica Banca Popolare di Bergamo, Banco di Brescia, Banco di San Giorgio (which was then merged into Banca Regionale Europea) and Banca Carime, while UBI Banca and IW Bank made the first transfer of assets in December 2015. Two new transfers were concluded in 2015, the first on 1st June and the second on 1st December, and they involved loans totalling €469.3 million. 31 For full information we report that the loan to value ratio limit for the eligibility of the guarantees is 60% for commercial mortgages. 245* UBI Banca - Notes to the Financial Statements The table below gives details of the amounts transferred in 2015 for each originator: ASSETS TRANSFERRED TO UBI FINANCE CB2 – YEAR 2015 (thousands of euro) originated by Banca Popolare di Commercio e Industria originate d by Banca Carime 0 42,129 0 0 0 0 12,675 0 27,365 31,751 25,414 64,291 12,675 42,129 27,365 31,751 25,414 originated by Banca Popolare di Bergamo originated by Banca Popolare di Ancona originate d by UBI Banca 155,980 0 64,291 0 0 59,511 50,195 155,980 59,511 TOTAL TRANSFERS originate d by BRE Transfer on 01/06/2015 312,595 50,195 Transfer on 01/12/2015 156,716 Total transfers 2015 469,311 originated by Banco di Brescia originated by Banca di Valle Camonica originat ed by IW Bank As with the first programme, the portfolio transferred continued to be recognised as assets on the books of each originator bank and totalled €3.196 billion as at 31st December 2015. The table below gives the distribution of the portfolio (remaining principal debt) for each originator bank and the total by class of credit quality as at 31.12.2015. TYPE OF LOAN – figures as at 31.12.2015 (Remaining principal debt - in thousands of euro) Performing loans Loans in arrears Cover pool (1+2) Defaulted loans Total UBI Finance CB2 portfolio originated by BRE originated by Banco di Brescia originated by Banca Popolare di Bergamo originated by Banca Popolare di Ancona originated by UBI Banca originated by Banca Popolare di Commercio e Industria originated by Banca Carime originated by Banca di Valle Camonica originated by IW Bank 2,507,999 446,248 519,263 573,876 344,683 11,421 252,853 237,168 98,355 24,132 424,001 73,093 98,224 69,810 115,750 1,057 29,134 23,017 12,898 1,018 2,932,000 519,341 617,487 643,686 460,433 12,478 281,987 260,185 111,253 25,150 263,941 41,541 50,782 32,584 64,649 0 22,243 39,062 13,080 0 3,195,941 560,882 668,269 676,270 525,082 12,478 304,230 299,247 124,333 25,150 TOTAL PORTFOLIO Also for the portfolio transferred to UBI Finance CB2, the master servicer, UBI Banca, delegated responsibility for servicing activity to the originator banks as sub-servicers. This consisted of collecting payments and managing relations with customers for the portfolio transferred by each originator except for loans from UBI Banca’s own portfolio and positions reclassified as bad loans (previously termed “non-performing”), handled by the Problem Loans and Credit Recovery Area of the Parent. The total sums received in payments on the portfolio in 2015 are given below: PAYMENTS RECEIVED (thousands of euro) Payments received in 2015 TOTAL PORTFOLIO originated by BRE originated by Banco di Brescia originated by Banca Popolare di Bergamo originated by Banca Popolare di Ancona originated by UBI Banca 488,249 89,787 114,425 99,733 69,894 222 originated by Banca Popolare di Commercio e Industria originated by Banca Carime originated by Banca di Valle Camonica originated by IW Bank 51,287 45,731 16,853 317 Two covered bond issuances were made under the programme in 2012 and in 2014, which was added to by a new issuance in the second half of 2015. The total bonds issued amounted to €2.250 billion nominal remaining as at 31.12.2015. At the date of this report no public issuances have been made and therefore all outstanding issues to-date have been “retained” in the UBI Banca portfolio. 246* UBI Banca - Notes to the Financial Statements Details are given below of the individual issues: Name Issue Date Maturity date Number in order ISIN Number Principal (*) 1 IT0004818701 UBI BANCA TV CB2 due 28/05/2018 28/05/2012 28/05/2018 900,000,000 Retained 2 IT0004864663 UBI BANCA TV CB2 due 29/10/2022 29/10/2012 29/10/2022 500,000,000 Retained 3 IT0005002842 UBI BANCA TV CB2 due 05/03/2019 05/03/2014 05/03/2019 200,000,000 Retained 4 IT0005122418 UBI BANCA TV CB2 due 14/07/2021 14/07/2015 14/07/2021 650,000,000 Retained Market Total issues outstanding as at 31/12/2015 2,250,000,000 Note: (*) For bonds subject to amortisation, the remaining nominal value is given as at the reporting date. Relations with the special purpose entity UBI Finance CB2 Assets transferred – carrying amount The table below shows the amount for the securitised portfolio transferred by the originator banks to the special purpose entity UBI Finance CB2, according to the amount shown under the asset item “70 Loans and advances to customers” in the balance sheet. The classification follows the distribution of the transferred portfolio on the basis of the balance sheet classification of each originator. TYPE OF LOAN – carrying amount as at 31.12.2015 (thousands of euro) Performing loans Performing past-due exposures Non-performing (previously termed “deteriorated”) pastdue exposures Unlikely to pay loans Bad loans (previously termed “non-performing”) Total UBI Finance CB2 securitised portfolio BANCA POPOLARE COMMERCIO E INDUSTRIA BANCA REGIONALE EUROPEA BANCO DI BRESCIA BANCA POPOLARE DI BERGAMO BANCA POPOLARE DI ANCONA 2,755,573 481,924 554,080 616,965 446,401 12,932 266,889 247,414 104,374 24,594 202,051 40,712 65,942 28,919 27,284 252 16,745 14,501 6,872 824 8,703 1,952 2,736 466 1,865 0 551 1,093 40 0 149,135 24,537 29,833 16,055 34,489 0 15,366 20,589 8,266 0 81,034 10,852 15,803 13,265 21,476 0 5,157 11,808 2,673 0 3,196,496 559,977 668,394 675,670 531,515 13,184 304,708 295,405 122,225 25,418 TOTAL UBI BANCA BANCA CARIME BANCA DI VALLE CAMONICA IW BANK See above for the amount of the assets transferred during the year. 247* UBI Banca - Notes to the Financial Statements Subordinated Loan The table below shows the amounts of the loans granted by the originator banks to UBI Finance CB2 against the transfers for the year 2015: Subordinated loans granted in 2015 (thousands of euro ) TOTAL TRANSFERS originated originated by Banca by Banco Regionale di Brescia Europea originated originated originated originated by Banca by Banca originated originated by Banca originated by Banca Popolare Popolare di by Banca by IW Popolare by UBI di Valle di Commercio Carime Bank di Ancona Banca Camonica Bergamo e Industria Loan granted for 01/06/2015 transfer 314,027 50,287 156,608 0 65,109 0 42,023 0 0 0 Loan granted for 01/12/2015 transfer 157,662 0 0 59,380 0 13,406 0 27,535 31,609 25,732 Total granted in 2015 471,689 50,287 156,608 59,380 65,109 13,406 42,023 27,535 31,609 25,732 for an amount of the subordinated loans outstanding granted as at 31.12.2015 by each originator to UBI Finance CB2 as follows (in terms of remaining principal debt): Amount of subordinated loans as at 31/12/2015 (thousands of euro) TOTAL Remaining principal debt 3,245,267 originated originated by Banca by Banco Regionale di Brescia Europea 567,950 683,478 originated originated originated originated by Banca originated originated by Banca by Banca originated by Banca Popolare di by Banca by IW Popolare Popolare by UBI di Valle Commercio Carime Bank di di Ancona Banca Camonica e Industria Bergamo 684,975 534,005 13,406 307,701 301,477 126,543 25,732 As for the programme for €15 billion, the carrying amount of the subordinated loans as at 31.12.2015 forms part of the net balance of the amounts recognised within item “150 Other Assets” in the balance sheet, and represents the maximum exposure to loss resulting from participation by the banks (originators and financers) in the covered bond programme in the event that the guarantee given by the special purpose entity and the cash flows from the portfolios transferred as collateral were used to the reimburse investors and would not therefore be available, wholly or in part, to return the subordinated loans to the originators. The ability to repay that loan depends on the receipt of repayments on the loans in the segregated portfolio transferred to the special purpose entity by each bank. Consistent with the accounting treatment adopted, the underlying portfolio recognised within item “70 Loans and advances to customers”, in the balance sheet was posted to directly as indicated above. For the “retained” programme also, in consideration of the performance of repayments by the issuer UBI Banca, no risk in this respect currently exists. The interest for 2015, on those subordinated loans, which as mentioned, is recognised within item “190 Other operating income/expense” in the income statement, amounted to a total of €58.4 million for all the Group banks participating in the programme, while the amount of the loans repaid in the year drawn from the capital repayments available to the special purpose entity totalled €440.5 million. 248* UBI Banca - Notes to the Financial Statements The following tables show the aforementioned sums by single originator bank: Subordinated loans – interest paid and accruing in 2015 (thousands of euro) Total interest in 2015 Subordinated loans – sums repaid in 2015 (thousands of euro) Total repayments in 2015 originated originated by Banca by Banco TOTAL Regionale di Brescia Europea 58,414 TOTAL 440,550 10,933 12,128 originated originated by Banca by Banco Regionale di Brescia Europea 82,060 originated originated originated originated by Banca originated originated by Banca by Banca originated by Banca Popolare di by Banca by IW Popolare Popolare by UBI di Valle Commercio Carime Bank di di Ancona Banca Camonica e Industria Bergamo 11,289 10,498 24 4,700 7,000 1,803 39 originated originated originated originated by Banca by Banca originated originated by Banca originated by Banca Popolare Popolare di by Banca by IW Popolare by UBI di Valle di Commercio Carime Bank di Ancona Banca Camonica Bergamo e Industria 102,840 90,930 61,210 0 48,180 40,310 15,020 0 Servicing activities – Sub-servicing The Parent received fees totalling €304 thousand from the special purpose entity UBI Finance CB2 for servicing activities performed in 2015 relating to the management of payments received and relations with customers with regard to the portfolio transferred and the management of accounts classified as bad loans (previously termed “non-performing”), while fees received in its capacity as master servicer and calculation agent amounted to €322 thousand. At the same time the network banks received fees totalling €1.182 million from the special purpose entity UBI Finance CB2 for sub-servicing activities performed in 2015 relating to the management of payments received and relations with customers with regard to the portfolios transferred. The amount for the fees relating to the year for servicing and sub-servicing activities is recognised within item “190 Other operating income/expense” in the income statement. F. Models for the measurement of credit risk With regard to the measurement of credit risk, the UBI Group has developed a portfolio credit risk model by using an Algorithmics PCRE – portfolio credit risk engine – which considers the total risk of a credit portfolio by modelling and capturing the component that results from the correlation of counterparty defaults, calculating credit losses and capital at credit risk at portfolio level. The model includes PD and LGD used for supervisory purposes among its input variables. 249* UBI Banca - Notes to the Financial Statements Section 2 Market risk 2.1 Interest rate risk and price risk – supervisory trading portfolio Qualitative information A. General aspects Information on general and organisational aspects is given in the corresponding section “interest rate risk - trading portfolio” in the consolidated report. The main operational limits for 2015 (including reallocations and any new limits set in the second half of the year) are as follows: Maximum acceptable loss for the UBI trading book Early warning threshold on maximum acceptable loss (MAL) One day VaR limit for the UBI trading book Early warning threshold on VaR €92.5 million 70% MAL €18.5 million 80% VaR B. Processes for the management and methods of measurement of interest rate risk and price risk See the subsequent section A. “General aspects, procedures for the management and methods of measurement of interest rate risk”. 250* UBI Banca - Notes to the Financial Statements Quantitative information 1.1 Supervisory trading portfolio: distribution by residual maturity (repricing date) of on-balance sheet financial assets and liabilities and financial derivatives – Denominated in Euro Type/Residual maturit y On demand 3 months to 6 months Up to 3 months 6 months to 1 year 1 year to 5 year s 5 years to 10 years Indeterminat e matur ity Over ten years 1. On-ba lance sheet assets 102 50,005 50,025 - 51,911 268,300 2 - 1. 1 Debt instr uments 102 50,005 50,025 - 51,911 268,300 2 - - - - - 1,701 - - - 102 50,005 50,025 - 50,210 268,300 2 - - with early r edemption option - other 1. 2 Other assets - - - - - - - - 2. On-ba lance sheet liab ilities - 359,145 14,844 - - - - - 2. 1 Repurchase agreements - 359,145 14,844 - - - - - 2. 2 Other liabi lities - - - - - - - - ( 81,464) 1,623,214 (54,251) 493,137 (147,206) (320,608) ( 1,290,117) - 3. 1 With underlying security - (5,662) (480) 460 (48,026) 53,699 - - - Options - - - - - - - - - Long positions - - - - - - - - - Short positions - - - - - - - - - (5,662) (480) 460 (48,026) 53,699 - - - Long positions - 74,496 11,504 676 2,826 53,699 - - - Short positions - 80,158 11,984 216 50,852 - - - (81,464) 1,628,876 (53,771) 492, 677 (99,180) (374,307) (1, 290,117) - - 1,836,886 51,359 (1, 803) (54,873) (249,706) (1, 588,278) - - 2,005,228 215,922 187, 911 53,610 8,339 1,426 - 3. Financial derivatives - Other derivatives 3. 2 Without underlying security - Options - Long positions - Short positions - 168,342 164,563 189, 714 108,483 258,045 1, 589,704 (81,464) (208,010) (105,130) 494, 480 (44,307) (124,601) 298,161 - - Long positions 163,446 14,959,131 2, 715,098 2,411, 419 8,499,797 6,613,381 1, 560,836 - - Short positions 244,910 15,167,141 2, 820,228 1,916, 939 8,544,104 6,737,982 1, 262,675 - - Other derivatives 251* UBI Banca - Notes to the Financial Statements 1.2 Supervisory trading portfolio: distribution by residual maturity (repricing date) of on-balance sheet financial assets and liabilities and financial derivatives – Denominated in other currencies Type/Residual maturity On demand 3 months to 6 months Up to 3 months 6 mont hs to 1 ye ar 1 year t o 5 years 5 year s to 10 yea rs Indet erminate mat urity Over ten years 1. On-ba lance sheet assets - - - - - - - - 1. 1 Debt instr uments - - - - - 44,645 - - - with early r edemption option - - - - - - - - - other - - - - - 44,645 - - 1. 2 Other assets - - - - - - - - 2. On-ba lance sheet liab ilities 20 45,311 - - - - - - 2. 1 Repurchase agreements 20 45,311 - - - - - - 2. 2 Other liabi lities - - - - - - - - 3. Financial derivatives - ( 161,517) (21,219) 9,574 367 ( 46,386) - - 3. 1 With underlying security - - - - - - - - - Options - - - - - - - - - Long positions - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - Long positions - - - - - - - - - Short positions - Other derivatives - - - - - - - - 3. 2 Without underlying security - (161,517) (21, 219) 9,574 367 (46,386) - - - Options - - - 8,428 - - - - - Long positions - 102,043 285, 506 295,965 46,045 - - - - Short positions - 102,043 285, 506 287,537 46,045 - - - - Other derivatives - (161,517) (21, 219) 1,146 367 (46,386) - - - Long positions - 1, 924,027 33, 928 23,551 62,919 - - - - Short positions - 2, 085,544 55, 147 22,405 62,552 46,386 - - 252* UBI Banca - Notes to the Financial Statements 2. Supervisory trading portfolio: distribution of exposures in equities and share indices by the principal markets in which they are listed Listed Unlist ed Type of operation/Wher e listed ITALY A. Equity instruments - long positions - short positions B. Trades in equity instruments not yet settled - long positions - short positions GERMANY UN ITED STATES 4,144 436 - - 4, 144 436 - - - - - - ( 4) - - - 6 - - - 10 - - - 273 - - - 273 - - - - - - - - 35,071 ( 25,194) - - long positions - 35,071 - - - short positions - - 25,194 - C. Other der ivatives on equity instruments - long positions - short positions D. Derivatives on share indices 3. Supervisory trading portfolio: internal models and other methods of sensitivity analysis The graph below shows the changes in VaR that occurred in 2015 for the UBI Banca trading portfolios. 8,000,000 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 0 253* UBI Banca - Notes to the Financial Statements VaR by risk factor calculated on the UBI Banca trading book as at 31st December 2015 is given below. Change in market risk: daily market VaR for UBI Banca in 2015 . Trading book of the UBI Banca Group 31.12.2015 Currency risk Interest rate risk Equity risk Credit risk Volatility risk Diversification effect(1) Total 457,013 573,844 2,736,345 909,554 158,995 (1,284,111) 3,551,640 (1) The diversification effect is due to the imperfect correlation between the different risk factors present in the Group’s portfolio. Backtesting analyses Backtesting analysis is designed to test the predictive power of the VaR model adopted. It uses an actual profit and loss calculated on the basis of returns on positions in the portfolio on the previous day. The backtesting analysis for the UBI Banca trading book in 2015 is given below. UBI Banca Trading Book: Backtesting 2015 6 Millions 4 2 0 -2 -4 -6 -8 -10 02/01 23/01 13/02 06/03 27/03 17/04 08/05 29/05 19/06 10/07 31/07 254* 21/08 11/09 02/10 23/10 13/11 04/12 25/12 UBI Banca - Notes to the Financial Statements Stress test analyses The Group has a stress testing programme designed to analyse the reaction of portfolios to risk factor shocks with the objective of verifying the ability of the regulatory capital to absorb very large potential losses and to identify possible measures needed to reduce risks and conserve the capital itself. Stress tests based on theoretical shocks consist of specially created extreme shifts in interest rate (short, medium and long term), credit spread, exchange rate, equity price and volatility curves. The table below gives the results of the theoretical stress tests performed on the UBI Banca portfolios. The effect of theoretical shocks on the UBI Banca trading and banking books Data as at 31/12/2015 UBI TRADING BOOK REG 31/12/2015 UBI BANKING BOOK LIM 31/12/2015 TOTAL UBI 31/12/2015 Change in NAV Change in NAV Change in NAV Risk Factors IR Shock 298 Shock +1bp 0.00% - 558,312 0.00% -558,014 0.00% 0.00% 557,818 0.00% 557,846 0.00% -0.58% - 13,030,524 -0.09% -15,875,039 -0.11% Risk Factors IR Shock 28 Shock -1bp Risk Factors IR Shock Bear Steepening - 2,844,515 Risk Factors IR Shock Bull steepening 1,352,129 0.28% 3,424,680 0.02% 4,776,809 0.03% 282,941 -0.06% 4,714,895 0.03% 4,431,953 0.03% 4,746,761 0.97% 14,262,656 0.10% 19,009,417 0.13% 1,533,531 0.31% 1,782,725 0.01% 3,316,256 0.02% -1,533,531 -0.31% - 1,782,725 -0.01% -3,316,256 -0.02% 291,535 0.00% 240,696 0.00% Risk Factors IR Shock Bear Flattening - Risk Factors IR Shock Bull Flattening Risk Factors Equity Shock +10% Risk Factors Equity Shock -10% Risk Factors Volatility Shock +20% - 50,839 -0.01% Risk Factors Volatility Shock -20% 4,725 0.00% - 238,528 0.00% -233,804 0.00% 3,912,171 0.80% - 521,404 0.00% 3,390,767 0.02% 521,404 0.00% -5,544,710 -0.04% Risk Factors Forex Shock +15% Risk Factors Forex Shock -15% - 6,066,114 -1.23% Risk Factors Credit Spread Shock - 17,878,986 -3.64% - 770,573,413 -5.32% -788,452,399 -5.26% Flight to quality scenario - 17,387,873 -3.54% - 772,074,385 -5.33% -789,462,259 -5.27% 255* UBI Banca - Notes to the Financial Statements The analysis shows the heightened sensitivity of the UBI Banca portfolios to credit spread shocks (consistent with the presence of Italian government securities and corporate securities) and to interest rate shocks (consistent with the presence of bonds and interest rate derivatives within UBI Banca’s portfolios). The system of controls for the trading book portfolios are also used for some of the portfolios in the banking book. The graph below shows the changes in daily VaR that occurred in 2015 for the UBI Banca banking book portfolios. Change in market risk: daily market VaR for the UBI Banca banking portfolios in 2015 150,000,000 140,000,000 130,000,000 120,000,000 110,000,000 100,000,000 90,000,000 Market VaR does not include VaR on securities classified as held to maturity and the VaR on hedge funds. . VaR by risk factor calculated on the entire UBI Banca banking book as at 31st December 2015 is given below. UBI Banca banking book 31.12.2015 Currency risk Interest rate risk Equity risk Credit risk Volatility risk Diversification effect(1) Total 45,701 5,802,975 108,656,152 444,914 141,049 115,347,417 (1) The diversification effect is due to the imperfect correlation between the different risk factors present in the Group’s portfolio. 256* UBI Banca - Notes to the Financial Statements 2.2 Interest rate and price risk – Banking portfolio The banking portfolio consists of all those financial instruments, assets and liabilities, not included in the trading portfolio, dealt with in section 2.1. Qualitative information A. General aspects, management processes and methods of measurement of interest rate risk and price risk Interest rate risk consists of changes in interest rates which have the following effects: • on net interest income and consequently on the profits of the bank (cash flow risk); • on the net present value of assets and liabilities, which has an impact on the present value of future cash flows (fair value risk). The control and management of structural interest rate risk - fair value and cash flow – is performed in a centralised manner by the Parent within the framework, defined annually, of the Policy to Manage Financial Risks of the UBI Banca Group, which identifies measurement methods and models and limits or early warning thresholds in relation to net interest income and the economic value of the Group. Measurement, monitoring and reporting of interest rate risk exposure is performed at consolidated and individual level by the Capital & Liquidity Risk Management Area of the Parent, which performs the following on a monthly basis: • a sensitivity analysis designed to measure changes in the value of assets on the basis of parallel shocks on interest rate levels for all the time buckets of the curve; • a simulation of the impact on net interest income for the current year by means of a static gap analysis (i.e. assuming that the positions remain constant during the period), considering the effect of elasticity on demand deposits. On the basis of the periodic reports produced, the ALM service of the Parent Bank takes appropriate action to prevent the limits and early warning thresholds from being exceeded. Exposure to interest rate risk is measured by using gap analysis and sensitivity analysis models on all those financial instruments, assets and liabilities, not included in the trading book, in accordance with supervisory regulations. Sensitivity analysis of economic value includes an estimate of the impacts resulting from the early repayment of mortgages and long-term loans, regardless of whether early repayment options are contained in the contracts. This is accompanied by an estimate of the change in net interest income. The analysis of the impact on net interest income is over a time horizon of twelve months, with account taken of both the variation in the profit on demand items (inclusive of viscosity phenomena) and that variation for items to held to maturity. This analysis also includes an estimate of the impact of reinvesting/refinancing maturing interest flows. The 2015 Policy to Manage Financial Risks of the UBI Banca Group sets a target level for the sensitivity of term and on demand items represented by the behaviour model equal to 7.5% of the separate company regulatory capital and an early warning threshold of 10% (threshold set by the supervisory authority based on the interest rate risk in the banking book). The amount to compare with the early warning threshold is the absolute figure for the negative sensitivity resulting from the application of the two different interest rate scenarios (parallel shock of +/-100 b.p. of the yield curve). 257* UBI Banca - Notes to the Financial Statements Compliance with individual limits is pursued by Group member companies by means of hedging derivative contracts entered into with the Parent. UBI Banca may then close the position with counterparties outside the Group, acting in accordance with strategic policies and within the consolidated limits set by the governing bodies. Further information is given in the corresponding sub-section of the Notes to the Consolidated Financial Statements which may be consulted. B. Fair value hedging In order to reduce exposure to adverse changes in fair value (fair value hedges) due to interest rate risk, hedges had been taken out as at 31st December 2015 using financial derivative instruments. In detail outstanding hedges were as follows: specific hedges on fixed rate available-for-sale securities amounting to approximately €10.59 billion nominal; specific hedges on financing amounting to approximately €22 million nominal; macro hedges on financing amounting to approximately €24 million nominal; specific hedges on bonds amounting to approximately €18.55 billion notional. The derivative contracts used are of the interest rate swap and cap type. Activity to test the effectiveness of hedges is performed by the Financial, Operational and Structural Balance Risk Control Area of the Parent. Tests for effectiveness are performed, in compliance with international accounting standards, prospectively when a hedge is first implemented followed by monthly prospective and retrospective tests. C. Cash flow hedging As at 31st December 2015 UBI Banca had an outstanding cash flow hedge for approximately €30 million nominal. 258* UBI Banca - Notes to the Financial Statements Quantitative information 1.1 Banking portfolio: distribution by residual maturity (repricing date) of financial assets and liabilities – Denominated in euro Type/ Residual maturity 1. On-ba lance sheet assets On demand 3 months to 6 months U p t o 3 mont hs 6 mont hs t o 1 year 1 year to 5 year s 5 yea rs to 10 years Indet erminate mat urity Over ten years 9,657,659 13,356,715 5,423,358 1,525,451 13,990,942 8,323,551 2,399,991 - 161,233 4,823,888 1,938, 100 195,660 8,663,363 7,466, 624 1, 778,588 - 1,409 163,651 2, 835 10,245 27,114 31, 453 - - 159,824 4,660,237 1,935, 265 185,415 8,636,249 7,435, 171 1, 778,588 - 1. 2 Financing to banks 2,026,111 2,099,941 17, 712 162,804 3,989,112 - - - 1. 3 Customer finance 7,470,315 6,432,886 3,467, 546 1, 166,987 1,338,466 856, 927 621,403 - 1. 1 Debt instr uments - with early redemption option - other - current accounts - other f inancing - with early r edemption option 816,794 - - - - 464 - - 6,653,521 6,432,886 3,467, 546 1, 166,987 1,338,466 856, 463 621,403 - 141,159 2,663,859 403, 755 1, 085,376 1,197,219 286, 545 600,056 6,512,363 3,769,028 3,063, 791 81,610 141,247 569, 919 21,347 - 3,508,742 23,706,510 6,837,324 5,006,940 14,386,921 3,940,750 9,344 - 2. 1 Due to customers 835,379 5,973,152 160, 512 11,848 5,107 8, 193 9,306 - - current accounts 824,718 - - - - - - - 10,661 5,973,152 160, 512 11,848 5,107 8, 193 9,306 - - other 2. On-ba lance sheet liab ilities - other payables - with early r edemption option - - - - - - - - 10,661 5,973,152 160, 512 11,848 5,107 8, 193 9,306 - 2,381,325 9,478,683 1,228, 134 1, 495,330 - - - - 1,851,679 - - - - - - - - other payables 529,647 9,478,683 1,228, 134 1, 495,330 - - - - 2. 3 Debt instr uments 291,748 8,254,675 5,448, 678 3, 499,762 14,381,814 3,932, 557 38 - 271 339,189 14 54 358 1, 536 38 - 291,477 7,915,487 5,448, 664 3, 499,708 14,381,456 3,931, 021 - - 289 - - - - - - - - - - - - - - - 289 - - - - - - - - other 2. 2 Due to ba nks - current accounts - with early redemption option - other 2. 4 Other liabi lities - with early redemption option - other 3. Financial derivatives 2,152 ( 12,070,669) 6,605,212 2,307,988 5,917,326 (1,743,808) ( 1,232,466) 3. 1 With underlying security - - (6) 1,779 136 (216, 274) 100 - - Options - - (6) 1,779 136 (216, 274) 100 - + Long positions - - - 1,779 148 93, 435 105 - + Short positions - - 6 - 12 309, 710 5 - - Other derivatives - - - - - - - - + Long positions - - - - - - - - + Short positions - - - - - - - - 3. 2 Without underlying security 2,152 (12,070,669) 6,605, 218 2, 306,210 5,917,191 (1,527, 534) (1, 232,567) - - Options 2,152 (940,301) (32, 493) 1, 009,832 (39,189) - - - 2,167 52,547 - 1, 211,777 201,941 - - - + Long positions + Short positions 15 992,848 32, 493 201,945 241,130 - - - Other derivatives - (11,130,368) 6,637, 711 1, 296,378 5,956,379 (1,527, 534) (1, 232,567) - + Long positions - 7,879,867 6,652, 281 1, 333,442 9,868,191 3,859, 003 - - + Short positions - 19,010,235 14, 570 37,064 3,911,811 5,386, 537 1, 232,567 - 111,207 (112,044) - 837 - - - - + Long positions 1,240,138 6,255 - 837 - - - - + Short positions 1,128,931 118,300 - - - - - - 4. Other off-balance sheet it ems 259* UBI Banca - Notes to the Financial Statements 1.2 Banking portfolio: distribution by residual maturity (repricing date) of financial assets and liabilities – Denominated in other currencies Type/ Residual maturity 1. On-ba lance sheet assets On demand 3 months to 6 months Up t o 3 months 6 mont hs t o 1 year 1 year to 5 year s 5 year s to 10 years Indete rminate maturity Over ten years 148,318 1,072,299 73,295 4,131 56,600 8,473 9,774 - 1,310 - 4, 400 - 46,904 - - - - with early redemption option 502 - - - 29,529 - - - - other 808 - 4, 400 - 17,375 - - - 1. 1 Debt instr uments 1. 2 Financing to banks 70,411 789,471 27, 195 4,131 - - - - 1. 3 Customer finance 76,597 282,828 41, 700 - 9,697 8,473 9, 774 - - current accounts 16,324 - - - - - - - - other f inancing 60,272 282,828 41, 700 - 9,697 8,473 9, 774 - - with early r edemption option - other 2. On-ba lance sheet liab ilities 1,170 11,476 1, 259 - - - - - 59,102 271,351 40, 440 - 9,697 8,473 9, 774 - 427,291 683,155 82,667 - - - - - 2. 1 Due to customers 25,665 - - - - - - - - current accounts 25,488 - - - - - - - 177 - - - - - - - - - - - - - - - 177 - - - - - - - 401,626 683,155 82, 667 - - - - - 401,424 - - - - - - - 202 683,155 82, 667 - - - - - - other payables - with early r edemption option - other 2. 2 Due to ba nks - current accounts - other payables 2. 3 Debt instr uments - - - - - - - - - with early redemption option - - - - - - - - - other - - - - - - - - - - - - - - - - - with early redemption option - - - - - - - - - other - - - - - - - - 3. Financial derivatives - 47,993 (5,424) - (103,342) - - - 3. 1 With underlying security - - (5, 424) - - - - - - Options - - (5, 424) - - - - - - L ong positions - - - - - - - - - Short positions - - 5, 424 - - - - - - Other derivatives - - - - - - - - + Long positions - - - - - - - - + Short positions - - - - - - - - 3. 2 Without underlying security - 47,993 - - (103,342) - - - - Options 2. 4 Other liabi lities - - - - - - - - + Long positions - - - - - - - - + Short positions - - - - - - - - - Other derivatives - 47,993 - - (103,342) - - - + Long positions - 47,993 - - - - - - + Short positions - - - - 103,342 - - - 18,915 ( 18,915) - - - - - - 18,915 - - - - - - - - 18,915 - - - - - - 4. Other off-balance sheet it ems + Long positions + Short positions 260* UBI Banca - Notes to the Financial Statements 2. Banking portfolio: internal models and other methods of sensitivity analysis The following levels of sensitivity were found for UBI Banca as at 31st December 2015: in the upward shift in the yield curve scenario (+100 bp), the exposure recorded in terms of sensitivity was -€34.08 million. in the downward shift in the yield curve scenario (-100 BP), on the other hand, core sensitivity of +€160.05 million was found. This exposure is affected by the non-negative constraint imposed on interest rates (today close to zero) and therefore by the application of a floor on the shift of the relative curve. In compliance with policy documents, both levels include modelling of the behavioural profile of on-demand items according to the internal model estimated. The indicators are affected by the mergers of Banca 24-7 Spa and Centrobanca Spa into UBI Banca. Supervisory regulations also require all intermediaries to measure the impact of exposure to the risk of a change in interest rates of +/- 200 b.p. If the economic value of a bank falls by over 20% of its own funds, then the European Central Bank and the Bank of Italy will examine the results with the bank and they may decide to take appropriate action. The table below gives the risk measured for UBI Banca in the reference scenario, which as at 31st December 2015 was one of a parallel shift in the reference rates of +200 bp, shown as a percentage of total own funds. Risk indicators - end of period values 31/12/2015 parallel shift of + 200 bp Reduction in economic value/Own funds 31/12/2014 1.41% 1.93% The impact as at 31st December 2015, on net interest income assuming a shift of +100 basis points on the yield curve was -€16.92 million, while if a decrease in interest rates is hypothesised (-100 bp), the impact on net interest income is estimated at -€0.32 million. Details are given below of the capital profile by repricing date used as input to the internal model for calculating exposure to interest rate risk. Gap data for the period Repricing gap Hedging derivatives Early repayments Total gap Millions 8000 6000 4000 2000 0 -2000 -4000 -6000 -8000 -10000 Repricing gap Hedging derivatives Early repayments Total gap ON-DEMAND 1M 3M 6M 1Y 3Y 5Y 7Y 10Y 15Y 20Y Longer 126.60 -1,175.42 5,484.39 -531.05 -4,346.43 -6,551.21 -3,107.64 4,821.40 -1,762.70 209.75 519.42 950.85 - -6,691.02 -8,701.23 589.69 1,113.98 3,672.75 6,186.04 1,091.41 2,745.95 -2.47 -3.01 -2.08 - 3.72 6.76 9.36 15.43 32.94 18.69 15.89 11.41 -16.20 -40.55 -57.45 126.60 -7,866.44 -3,216.84 58.64 -3,232.46 -2,878.46 3,078.40 5,912.81 983.26 207.27 516.41 948.76 261* UBI Banca - Notes to the Financial Statements 2.3 Currency risk Qualitative information A. General aspects, management processes and methods of measuring currency risk Currency risk is calculated on the basis of the methods recommended by the Bank of Italy and amounts to 8% of the net foreign exchange position. The latter is calculated as the higher (in absolute terms) of the sum of the net long positions and the sum of the net short positions (position for each currency) to which the currency risk implicit in investments in UCITS is added. B. Currency risk hedging Information on the analysis of hedging for currency risk is contained in the section on the analysis of interest rate risk which may be consulted. Quantitative information The absorption of capital for currency risk at the end of the year amounted to approximately €17 million. 1. Distribution of assets, liabilities and derivatives by foreign currency in which they are denominated Currencies Items US DOLLARS A. Financial ass ets A.1 De bt instruments A.2 Equity instrume nts A.3 Financing to banks A.4 Financing to customers A.5 Other financial asse ts UK STERLING CANADIAN DOLLARS YEN SWISS FRANCS OTHER CURRENCIES TOTAL 553,042 75,021 7,090 211,802 259,129 - 40,703 22,583 17,979 141 - 5,125 5 ,030 95 - 7,120 7,082 38 - 665,206 639,285 25,921 - 153,783 10,030 143,753 - 1,424,979 97,604 7,090 891,208 429,077 - 7,519 1,134,003 1,108,475 25,528 - 3,778 27,025 26,909 116 - 329 1,307 1 ,305 2 - 537 7,364 7,364 - 3,645 33,342 33,327 15 - 1,046 35,403 35,399 4 - 16,854 1,238,444 1,212,779 25,665 - 566,077 35,746 533,374 497,628 (26,277) 11,025 11,025 (4,112) 3 ,812 3 ,812 (247) 945 945 (636,041) 1,067 1,067 (146,254) (27,317) 39,335 66,652 (246,854) 8,429 589,558 581,129 - Other de riv atives + Long positions + Short positions 530,331 1,590,150 1,059,819 (26,277) 86,384 112,661 (4,112) 127 ,833 131 ,945 (24 7) 5,213 5,460 (636,041) 5,558 641,599 (118,937) 25,390 144,327 (255,283) 1,840,528 2,095,811 Total assets Total liabilities Balance (+/-) 2,684,085 2,691,450 (7,365) 141,890 150,711 (8,821) 137,099 137,064 35 13,815 13,769 46 675,476 676,008 (532) 219,554 246,382 (26,828) 3,871,919 3,915,384 (43,465) B. Other ass ets C. Financial liabilities C.1 Due to banks C.2 Due to c ustome rs C.3 Debt ins trume nts C.4 Other financial liabilities D. Other liabilities E. Financial Derivatives - Options + Long positions + Short positions 2. Internal models and other methods of sensitivity analysis. Information is reported in the corresponding part on “interest rate and price risk” (section 2.1 2.2). 262* UBI Banca - Notes to the Financial Statements 2.4 Derivative instruments A. FINANCIAL DERIVATIVES A.1 Supervisory trading portfolio: notional end of period amounts Under lying asset s/t ype of derivative 31.12.2015 Over the c ounter 1. Debt instruments and i nterest rates a) Options b) Swaps 31.12.2014 Centr al c ounter part ies Over the counter Central counterparties 41,344,443 109,777 43, 547, 214 6,381,672 4 7, 195, 389 268, 550 - 34,962,771 - 36, 351, 825 - c) Forwards - - - - d) Futur es - 109,773 - 268, 550 e) Other - - - - - 60,270 - 34, 304 a) Options - 5 - 125 b) Swaps - - - - c) Forwards - - - - d) Futur es - 60,265 - 34, 179 2. Equity instruments and share indices e) Other - - - - 5,952,132 - 4, 315, 237 - 2,231,840 - 2, 078, 438 - - - - - 3,720,292 - 2, 236, 799 - d) Futur es - - - - e) Other - - - - 45,391 - 36, 869 - 3. Currencies and gold a) Options b) Swaps c) Forwards 4. Commodities 5. Other underlying Total - - - - 47,341,966 170,047 47,899,320 302,854 263* UBI Banca - Notes to the Financial Statements A.2 Banking portfolio: notional end of period amounts A.2.1 For hedging Under lying asset s/t ype of derivative 31.12.2015 Over the c ounter 1. Debt instruments and i nterest rates a) Options b) Swaps 31.12.2014 Centr al c ounter part ies Over the counter Central counterparties 33,727,051 - 34, 856, 807 - 4,086,274 - 4, 086, 274 - 29,640,777 - 30, 770, 533 c) Forwards - - - - d) Futur es - - - - e) Other 2. Equity instruments and share indices - - - - - - - - a) Options - - - - b) Swaps - - - - c) Forwards - - - - d) Futur es - - - - e) Other 3. Currencies and gold a) Options b) Swaps - - - - 27,674 - - - - - - - 27,674 - - - c) Forwards - - - - d) Futur es - - - - e) Other - - - - 4. Commodities - - - - 5. Other underlying - - - - 33,754,725 - 34,856,807 - Total The table gives the notional amounts for derivative contracts by type of contract. The swap contracts consist of swaps on interest rates performed mainly to hedge available-for-sale financial assets and own issue bonds. 264* UBI Banca - Notes to the Financial Statements A.2.2 Other derivatives Under lying asset s/t ype of derivative 31.12.2015 Over the c ounter 1. Debt instruments and i nterest rates 31.12.2014 Centr al c ounter part ies Over the counter Central counterparties - - - - a) Options - - - - b) Swaps - - - - c) Forwards - - - - d) Futur es - - - - e) Other - - - - 589,018 - 635, 724 - 2. Equity instruments and share indices a) Options 589,018 - 635, 724 - b) Swaps - - - - c) Forwards - - - - d) Futur es - - - - e) Other 3. Currencies and gold - - - - - - - - a) Options - - - - b) Swaps - - - - c) Forwards - - - - d) Futur es - - - - e) Other - - - - 4. Commodities - - - - 5. Other underlying - - - - 589,018 - 635,724 - Total 265* UBI Banca - Notes to the Financial Statements A.3 Financial derivatives: gross positive fair value - by type of product Port folio/ty pe of der iva tive Positive fair value Po sitive fair value 31.12.2015 31.12.2014 Over the c ounter A. Super visory trading portfolio a) Options b) Interest r ate swaps Centr al c ounter part ies Over the counter Central counterparties 61 6,57 9 647 743, 207 778 2 8,65 4 454 39, 311 80 54 8,21 8 - 683, 739 - c) Cr oss currency swap s - - - - d) Equity swaps - - - - 3 4,99 5 - 16, 576 - - 193 - 698 - e) Forward s f ) Futur es g) Other 4,71 2 - 3, 581 59 2,40 9 - 647, 972 - - - - - 59 2,04 6 - 647, 972 - 36 3 - - - d) Equity swaps - - - - e) Forward s - - - - f ) Futur es - - - - g) Other - - - - - - - - a) Options - - - - b) Interest r ate swaps - - - - c) Cr oss currency swap s - - - - d) Equity swaps - - - - e) Forward s - - - - f ) Futur es - - - - B. Banking portf olio - for hedging a) Options b) Interest r ate swaps c) Cr oss currency swap s C. Banking portf olio - other derivatives g) Other Totale - - - - 1,208,988 647 1,391,179 778 266* UBI Banca - Notes to the Financial Statements A.4 Financial derivatives: gross negative fair value - by type of product Port folio/ty pe of der iva tive Negat ive fa ir value Negative fair v alue 31.12.2015 31.12.2014 Over the c ounter A. Super visory trading portfolio a) Options b) Interest r ate swaps Centr al c ounter part ies Over the counter Central counterparties 60 8,59 3 7 721, 880 300 2 3,36 9 - 36, 953 - 54 6,06 7 - 664, 892 - c) Cr oss currency swap s - - - - d) Equity swaps - - - - 3 4,44 5 - 16, 459 - - 7 - 300 - e) Forward s f ) Futur es g) Other B. Banking portf olio - for hedging a) Options b) Interest r ate swaps 4,71 2 - 3, 576 70 0,87 1 - 937, 018 - - - - - 70 0,87 1 - 937, 018 c) Cr oss currency swap s - - - - d) Equity swaps - - - - e) Forward s - - - - f ) Futur es - - - - g) Other - - - - - - - - a) Options - - - - b) Interest r ate swaps - - - - c) Cr oss currency swap s - - - - d) Equity swaps - - - - e) Forward s - - - - f ) Futur es - - - - C. Banking portf olio - other derivatives g) Other Total - - - - 1,309,464 7 1,658,898 300 267* UBI Banca - Notes to the Financial Statements A.5 OTC financial derivatives: supervisory trading portfolio: notional amounts, gross positive and negative fair values by counterparty – contracts not covered by clearing agreements Contr acts not cover ed by clearing agreements Gove rnments and Central Banks Other public authorities Banks Fina ncial compa nies Insurance companies N on-financial companies Other 1) Debt instrument s and int erest r ates - notional amount - - 13,167, 217 10,160, 659 - 1,643,379 - - positive f air value - - 208, 250 27, 492 - 203,720 - - negative fair value - - 2, 287 26, 009 - 1,467 - - f uture exposure - - 75, 082 53, 705 - 16,000 - - notional amount - - - - - - - - positive f air value - - - - - - - - negative fair value - - - - - - - - f uture exposure - - - - - - - - notional amount - - 1,260, 084 1,121, 357 594 - - - positive f air value - - 7, 947 666 - - - - negative fair value - - 14, 391 28, 857 12 - - - f uture exposure - - 9, 739 11, 214 6 - - - notional amount - - 22, 696 - - - - - positive f air value - - 2, 139 - - - - - negative fair value - - 2, 587 - - - - - f uture exposure - - 2, 318 - - - - 2) Equity instrument s and share indices 3) C urr encies and gold 4) Other securitie s 268* UBI Banca - Notes to the Financial Statements A.6 OTC financial derivatives - supervisory trading portfolio: notional amounts, gross positive and negative fair values by counterparty – contracts covered by clearing agreements Cont racts covered by clearing agreements Gover nments and Central Banks Other public authoritie s Financial co mpanies Ba nks Insurance compa nies Non-financ ial companies Othe r 1) Debt instrument s and int erest r ates - notional amount - - 14,94 7,7 25 1, 425,463 - - - - positive f air value - - 110,8 86 5,676 - - - - negative fair value - - 485,5 15 34,887 - - - - notional amount - - - - - - - - positive f air value - - - - - - - - negative fair value - - - - - - - - notional amount - - 3,11 5,8 70 454,227 - - - - positive f air value - - 3 7,7 46 9,469 - - - - negative fair value - - 8,7 57 1,685 - - - - notional amount - - 2 2,6 96 - - - - - positive f air value - - 2,5 87 - - - - - negative fair value - - 2,1 39 - - - - 2) Eq uity instrument s and share indices 3) C urr encies and gold 4) Other securitie s 269* UBI Banca - Notes to the Financial Statements A.7 OTC financial derivatives: banking portfolio – notional amounts, gross positive and negative fair values by counterparty – contracts not covered by clearing agreements Cont racts not cov ered by clear ing agre ement s Governments and C ent ral Banks Other public aut horit ies Banks Financial companies Insur ance companies Non-fina ncial companies Other 1) Debt instrument s and int erest r ates - notional amount - - 5,000 - - - - positive f air value - - - - - - - - negative fair value - - 1,654 - - - - - f uture exposure - - 75 - - - - - notional amount - - 12,372 252,966 253, 019 67, 357 3,304 - positive f air value - - - - - - - - negative fair value - - - - - - - - f uture exposure - - - 19,371 25, 302 57 197 - notional amount - - 27,674 - - - - - positive f air value - - 363 - - - - - negative fair value - - - - - - - - f uture exposure - - 1,384 - - - - - - - - - - - 2) Equity instrument s and share indices 3) C urr encies and gold 4) Other securitie s - notional amount - positive f air value - - - - - - - - negative fair value - - - - - - - - f uture exposure - - - - - - - 270* UBI Banca - Notes to the Financial Statements A.8 OTC financial derivatives: banking portfolio: notional amounts, gross positive and negative fair values by counterparty – contracts covered by clearing agreements Cont racts covered by cle aring agreements Gover nments and Central Banks Ot her public authorit ies Financia l compa nies Banks Insurance companie s Non-financial companies Other 1) Debt instrument s and int erest r ates - notional amount - - 26, 505,533 7,216,519 - - - positive f air value - - 361,888 230,158 - - - - negative fair value - - 546,168 153,048 - - - - notional amount - - - - - - - - positive f air value - - - - - - - - negative fair value - - - - - - - - notional amount - - - - - - - - positive f air value - - - - - - - - negative fair value - - - - - - - - notional amount - - - - - - - - positive f air value - - - - - - - - negative fair value - - - - - - - 2) Equity instrument s and share indices 3) C urr encies and gold 4) Other securitie s 271* UBI Banca - Notes to the Financial Statements A.9 Residual maturity of OTC financial derivatives: notional amounts Under lying asset /Residua l mat urity Up to 1 year A) Supe rvisor y t rading portfolio 1 year t o 5 years More t han 5 years Tot al 13,241,888 15,854,720 18,245,359 47,341,967 7,436, 625 15,662, 459 18,245,359 41,344,443 - - - - 5,764, 699 187, 433 - 5,952,132 40, 564 4, 828 - 45,392 8,977,354 14,315,341 11,051,047 34,343,742 8,961, 687 14,287, 257 10,478,106 33,727,050 15, 667 410 572,941 589,018 B. 3 Fina ncial derivatives on exchange r ates and gold - 27, 674 - 27,674 B. 4 Fina ncial Derivatives on other securities - - - - Total 31.12.2015 22,219,242 30,170,061 29,296,406 81,685,709 Total 31.12.2014 11,779,324 42,616,409 28,996,117 83,391,850 A.1 Financial deriva tives on debt instruments and i nterest rates A.2 Financial deriva tives on equi ty instruments and share indices A.3 Financial deriva tives on exchange rates and gold A.4 Financial deriva tives on other securities B) Banking portfolio B. 1 Fina ncial derivatives on debt instruments and interest rates B. 2 Fina ncial derivatives on equities and share indices 272* UBI Banca - Notes to the Financial Statements A.10 OTC financial derivatives: counterparty risk/financial risk – Internal models UBI Banca does not use internal models to measure counterparty risk and financial risk for OTC financial derivatives. B. CREDIT DERIVATIVES B.1 Credit derivatives: end of period notional amounts UBI Banca has no credit derivative contracts to report. B.2 OTC credit derivatives: gross positive fair value - by type of product No OTC credit derivatives with a gross positive fair value were recognised. B.3 OTC credit derivatives: gross negative fair value - by type of product No OTC credit derivatives with a gross negative fair value were recognised. B.4 OTC credit derivatives: gross fair value (positive and negative) by counterparty – contracts not covered by clearing agreements No OTC credit derivatives with contracts not covered by clearing agreements were recognised. B.5 OTC credit derivatives: gross fair value (positive and negative) by counterparty – contracts covered by clearing agreements No OTC credit derivatives with contracts covered by clearing agreements were recognised. B.6 Residual maturity of credit derivatives: notional amounts UBI Banca has no credit derivative contracts to report. B.7 Credit derivatives: counterparty risk and financial risk – Internal models UBI Banca does not use internal models to measure counterparty and financial risk for credit derivatives. 273* UBI Banca - Notes to the Financial Statements C. FINANCIAL AND CREDIT DERIVATIVES C.1 OTC financial and credit derivatives: net fair value and future exposure by counterparty Gover nment s and Cent ral Banks Oth er p ublic auth orities F in ancial comp an ies Ban ks Insur ance companies Non-finan cial comp anies Ot her 1) Bilateral agreement financial derivatives - positive fair value - - 156,677 170,314 - - - - negative fair value - - 686,150 114,630 - - - - future ex posure - - 169,597 52,508 - - - - net counterparty risk - - 163,153 51,682 - - - 2) Bilateral agreement credit derivatives - positive fair value - - - - - - - - negative fair value - - - - - - - - future ex posure - - - - - - - - net counterparty risk - - - - - - - 3) "Cross product" agreements - positive fair value - - - - - - - - negative fair value - - - - - - - - future ex posure - - - - - - - - net counterparty risk - - - - - - - Section 3 Liquidity risk Qualitative information A. General aspects, processes for the management and methods for the measurement of liquidity risk Liquidity risk relates to the ability or inability of the Bank to meet its payment obligations and/or to raise additional funding (funding liquidity risk), or to the possibility that the amount obtained from the liquidation of some of its assets might be significantly different from the present market values (asset liquidity risk). At consolidated and separate company level, liquidity risk is regulated as part of the Financial Risk Management Policy, which not only sets exposure limits and early warning thresholds, but also sets rules designed to pursue and maintain structural balance in network banks and product companies by means of co-ordinated and efficient funding and lending policies. Finally the objective of the policy is to standardise both the procedures for taking action and the criteria for identifying rates and charges across all Group member companies, identifying a priori any specific exceptions there may be. The following are responsible for liquidity risk management, which is performed centrally on behalf of the network banks by the Parent: • the units that report to the Chief Business Officer (first level management), which monitor liquidity daily and manage risk on the basis of defined limits; • the Capital & Liquidity Risk Management Area (2nd level management), responsible for measuring summary risk indicators and periodically verifying that limits are observed. Liquidity risk is monitored, with particular reference to the position in terms of structural balance, principally by using a liquidity gap model which calculates the net cash flows over time in order to detect any critical points in the expected liquidity conditions. A target level is set at individual level of essentially a balance between funding, measured on the basis of the degree of stability, and loans, measured on the basis of liquidity. 274* UBI Banca - Notes to the Financial Statements Further information on Group activities on the interbank market is given in the Management Report which may be consulted. 275* UBI Banca - Notes to the Financial Statements Quantitative information 1.1 Distribution over time by residual contractual maturity of financial assets and liabilities – Denominated in Euro Items/maturitie s On-balance sheet asset s A.1 Government securities A.2 Other debt instruments A.3 Units in UC ITS On demand 1 t o 7 days 7 to 15 days 15 days t o 1 month 1 month to 3 months 3 months to 6 months 6 mont hs t o 1 year 1 year to 5 years More tha n 5 years Indeterminate maturit y 393,310 9,129,278 1,455,950 205,737 956,848 1,551,584 1,614,646 3,726,778 21,219,420 12,885,978 2 - 50,005 - 13,123 198,957 449, 491 7,785,005 7,660,000 - 7,329 - - - 90,560 42,442 1,402, 263 5,020,841 662,470 17,576 167,498 - - - - - - - - - A.4 Financing 8,954,449 1,455,950 155,733 956, 848 1,447,901 1, 373,247 1,875, 024 8,413,574 4,563,508 375,735 - B anks 2,025,928 1,193,010 - 6, 310 194,322 98,340 214, 068 4,189,578 2,146 375,735 - C ustomers 6,928,521 262,940 155,733 950, 538 1,253,579 1, 274,907 1,660, 956 4,223,996 4,561,361 - 3,396,082 4,623,252 1,620,276 1,479,257 3,963,268 2,935,755 7,482,203 28,146,155 4,326,186 - On-balance sheet liabilitie s B.1 Deposits and current accounts - B anks - C ustomers B.2 Debt i nstruments B.3 Other liabilities Off-b alance sheet transa ctions C.1 Financia l derivatives with exchange of princi pal - L ong positions - Short positions C.2 Financia l derivatives without exchange of principal - L ong positions - Short positions C.3 Deposits and financing to be received - L ong positions - Short positions C.4 Ir revocable commi tments to disburse funds 3,133,723 336,701 50,000 290, 703 340,073 724,443 1,495, 924 - - - 2,309,005 336,701 50,000 290, 703 340,073 724,443 1,495, 924 - - - 824,718 - - - - - - - - - 176,554 134,930 199,853 659, 674 3,354,237 1, 944,897 5,870, 424 19,580,946 4,081,192 - 85,805 4,151,621 1,370,423 528, 880 268,958 266,415 115, 855 8,565,209 244,993 - (1,004,353) 279,254 (413,390) (160,824) 439,024 13,746 23,500 1,019,732 (135,284) - - 279,727 (415,962) (47, 868) 387,567 20,431 (4, 845) (47,984) (166,144) - - 418,703 20,301 1,240, 058 485,785 186,945 193, 519 47,585 143,584 - - 138,976 436,263 1,287, 925 98,219 166,514 198, 363 95,569 309,728 5,581 (473) (3,683) 5, 343 31,458 (7,884) 17, 120 - - - 550,646 418 1,332 10, 998 63,315 41,778 115, 191 - - - 545,065 891 5,015 5, 655 31,858 49,662 98, 071 - - 118,300 - - (118, 300) - - - - - - 118,300 - - - - - - - - - - - - 118, 300 - - - - - - (1,128,931) - 6,255 - 20,000 1,198 7, 281 1,063,336 30,860 - - L ong positions - - 6,255 - 20,000 1,198 7, 281 1,063,336 30,860 - Short positions 1,128,931 - - - - - - - - - 697 - - - - - 3, 945 4,380 - - C.6 Financia l guara ntees received - - - - - - - - - - C.7 Credit derivatives with exchange of principal - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - C.5 Financia l guara ntees issued C.8 Credit derivatives without exchange of principa l 276* UBI Banca - Notes to the Financial Statements 1.2 Distribution over time of the residual contractual life of financial assets and liabilities – Other currencies Items/maturitie s On-balance sheet asset s A.1 Government securities A.2 Other debt instruments A.3 Units in UC ITS On demand 1 to 7 da ys 15 days to 1 month 7 to 15 days 1 mont h to 3 months 3 months t o 6 months 6 mont hs to 1 year 1 ye ar t o 5 years Mor e than 5 year s Indeter minate maturity 111,199 273,826 45,886 251,812 441,131 29,746 7,247 159,783 102,878 - - - - - - 422 - 45, 927 - 533 - - - 1, 074 369 1,07 4 43,906 4, 088 - 4, 924 - - - - - - - - - 105, 742 273,826 45,886 251,812 440, 057 29,377 5,75 1 115,878 52, 864 - - B anks 87, 015 250,860 45,886 36,996 439, 812 27,265 4,17 5 - - - - C ustomers 18, 727 22,966 - 214,817 244 2,112 1,57 6 115,878 52, 864 - On-balance sheet liabilitie s 427,165 79,687 616,823 - 32,175 82,901 - - - - B.1 Deposits and current accounts 426, 968 79,687 571,512 - 32, 175 82,901 - - - - 401, 480 79,687 571,512 - 32, 175 82,901 - - - - 25, 488 - - - - - - - - - - - - - - - - - - - 197 - 45,311 - - - - - - - 19,380 ( 286,624) 399,951 48,334 (389,456) (27,000) 8,847 (27,307) - - - (286,624) 418,865 48,334 (388, 478 ) (26,81 9) 9,39 8 (27,307) - - - 90,510 439,289 1, 261,004 94, 124 157,786 300,009 46,368 - - A.4 Financing - B anks - C ustomers B.2 Debt i nstruments B.3 Other liabilities Off-b alance sheet transa ctions C.1 Financia l derivatives with exchange of princi pal - L ong positions - Short positions - 377,135 20,423 1, 212,670 482, 602 184,604 290,611 73,675 - 465 - - - (978 ) (181) (552) - - - - L ong positions 11, 100 - - - 12 76 154 - - - - Short positions 10, 635 - - - 990 258 706 - - - 18, 915 - (1 8,915) - - - - - - - - L ong positions 18, 915 - - - - - - - - - - Short positions - - 18,915 - - - - - - - - - - - - - - - - - - - - - - - - - - - C.2 Financia l derivatives without exchange of principal C.3 Deposits and financing to be received C.4 Ir revocable commi tments to disburse funds - L ong positions - - - - - - - - - - C.5 Financia l guara ntees issued - Short positions - - - - - - - - - - C.6 Financia l guara ntees received - - - - - - - - - - C.7 Credit derivatives with exchange of principal - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - - - - - - - - - - - - L ong positions - - - - - - - - - - - Short positions - - - - - - - - - - C.8 Credit derivatives without exchange of principa l 277* UBI Banca - Notes to the Financial Statements Section 4 Operational risks Qualitative information A. General aspects, procedures for the management and methods for the measurement of operational risk Operational risk is defined as the risk of incurring losses resulting from inadequate or failed processes, human resources and internal systems or from exogenous events. These risks include for example losses resulting from fraud32, human error, business disruption, system failure, nonperformance of contracts and natural disasters. With regard to their financial manifestation this definition includes legal risk33, model risk34, operational risks that overlap with market risk35 and operational risks that overlap with credit risk36. The definition of operational risk does not include reputational risk37 and strategic risk38. In order to guarantee a risk profile consistent with the risk appetite defined by the Strategic Supervisory Body, the Group has defined an organisational model based on the combination of various components identified according to the role filled and by the responsibility assigned in the organisation chart. The different components are identified centrally at the Parent and locally in the individual legal entities consistent with the Group’s federal model of organisation. The model involves centralisation at the Parent of policy-setting functions and of second and third level internal controls. Various levels of responsibility have been identified in each legal entity, listed below, assigned on the basis of the operating area: Operational Risks Officer (ORO): this is the General Manager for the Parent. In other legal entities it is either the Managing Director or the General Manager, depending on their corporate regulations. The Operational Risk Officer is responsible, within his/her legal entity for implementing the entire operational risk management system as defined by Group policy; Local Operational Risk Support Officer (LORSO): this role is the figure responsible for the unit in charge of local risk control (or the equivalent person in the company according to its own internal regulations). Within his/her legal entity, this officer supports the Operational Risks Officer in the implementation and co-ordination of the operational risk management system as defined by Group policy; 32 At the stage where facts and responsibilities are investigated presumed frauds must be considered on a par with proven frauds. 33 Defined as the risk of incurring losses and/or additional costs as a result of violations of laws and regulations, legal proceedings or voluntary actions taken to prevent legal risk from arising (the definition of legal risk also includes losses arising from money laundering risks, misconduct events and compliance risks). 34 Defined as the risk of incurring losses and/or additional costs as a result of models used in decision-making processes (e.g. pricing models, models used to measure financial and/or hedging instruments, models used to monitor controls on risk limits, etc.). The definition of model risk does not include losses incurred due to underestimates of capital requirements calculated using internal models submitted to supervisory authorities for approval. 35 Defined as losses and/or additional costs connected with financial transactions including those relating to the management of market risk caused by inadequate and/or failures in processes, operational and or data entry errors, shortcomings in internal control systems, inadequacies of data quality processes, the unavailability of IT systems, unauthorised conduct and negligent and/or gross misconduct of persons and/or by other external events. 36 Defined as financial losses generated when a credit product is sold and/or as part of a credit process caused mainly by an operational risk. 37 Defined as the present or future risk of incurring loss of profits or capital resulting from a negative perception of the image of the Bank/Company by customers, counterparties, shareholders, investors or supervisory authorities. 38 Defined as the risk attaching to errors in decision-making concerning business strategies or bad timing in decisions relating to markets. 278* UBI Banca - Notes to the Financial Statements Risk Champion (RC): this role is responsible for units which report directly to the Managing Director, General Management, to Department Managers (including Local Departments where present) and to the managers of units who are responsible for specialists activities including the following operations: logical security physical security disaster recovery and operational continuity prevention and protection at work as defined by the legislation 81/2008 anti money-laundering and anti-terrorism activities accounting controls as defined by legislation 262/2005 complaints securities brokering – legal and tax matters. They are assigned responsibility for operational supervision of the proper performance of the operational risk management process in relation to the activity for which they are responsible and for co-ordinating the Risk Owners that report to them; – – – – – – – – Risk Owner (RO): this role is that of the managers of the units which report hierarchically to a Risk Champion. Their task is to recognise and report loss events, both actual and/or potential, attributable to operational risk factors which occur in the course of everyday operations; Accounting Assistant: this role is assigned to specific persons identified within the units responsible for operational accounting activities. Their task is to ensure full and accurate accounting of operational losses; Insurance Function: this role is assigned to specific persons identified within the units responsible for the management of claims for which insurance cover is provided. Their task is to ensure accurate and full records are kept of insurance compensation and all relative support information. The measurement system The measurement system takes account of internal and external operational loss data, operational context factors and the system of internal controls, in a manner whereby it detects the main determinants of risk (especially those which impact on the distribution tail) and incorporates changes that occur in the risk profile. Further details on the functioning of the calculation model are given in the following section on the capital requirement which may be consulted. The reporting system Monitoring of operational risks is carried out by means of a standard reporting system organised on the basis of the same levels of responsibility present in the organisational model. Management reporting activities are carried out in-house by the operational risk control function of the Parent which periodically prepares the following: – an analysis of changes in operating losses detected by the loss data collection system and of the relative recoveries obtained; – benchmark analyses with sector-wide data; – a summary of assessments of exposure to potential risks; – details of areas of vulnerability identified and the mitigation action undertaken. As a consequence of the functions attributed by General Corporate Regulations, responsibility for monitoring the risk profile assumed by each company in the Group, its consistency with risk 279* UBI Banca - Notes to the Financial Statements targets and compliance with operational limits lies with the Parent’s risk control units. On conclusion of risk profile monitoring, appropriate corrective action is identified which will form part of the annual projects programmed. As a further form of mitigation, the UBI Banca Group has taken out adequate insurance policies to cover the principal transferable operational risks with due account taken of the requirements of supervisory regulations. Legal risk The Bank is party to a number of legal proceedings arising from the ordinary performance of its business. In order to meet the claims received, the Bank has made appropriate provisions on the basis of a reconstruction of the amounts potentially at risk and an assessment of the risk in terms of the degree of “probability” and/or “possibility” as defined in the accounting standard IAS 37. Therefore, while it is not possible to predict final outcomes with certainty, it is considered that an unfavourable conclusion of these proceedings, both taken singly or as a whole, would not have a significant effect on the financial and operating position of the Bank. Significant litigation (claims of greater than or equal to €5 million) for which the probable risk has been estimated is as follows: a claim for damages for contractual liability, resulting from withdrawal from a contract concerning software; an employment action brought against the former Centrobanca, won in the court of first instance and then appealed against UBI Banca; Significant litigation (claims of greater than or equal to €5 million) for which a possible risk (or contingent liability) has been estimated are as follows: three legal actions have been initiated against the former Centrobanca and therefore against UBI Banca, as the survivor of the merger, from the bankruptcies of the Burani Group, all before the Court of Milan: on 11th October 2011, Centrobanca was served with a writ of summons from the Burani Designers Holding NV (“BDH”) Receivership with which it claimed the bank was liable for “abusive grant of credit” in relation to a public tender offer to purchase launched by Mariella Burani Family Holding Spa in 2008 (“MBFH”) on the shares of Marella Burani Fashion Group Spa (“MBFG”); 1) on 1st March 2012, a similar writ of summons was served by the MBFH Receivership, based on arguments of fact and law similar to those already made in the summons served by the BDH Receivership. In both cases the claims for damages amounted to approximately €134 million and no provision was made for them because the bank, supported by reputable legal advisors, considered that the claims were without grounds and that if anything the bank itself (officially accepted as a creditor in all the creditor proceedings concerning the companies in the Burani Group) had incurred damages and certainly was not jointly responsible for the conduct of the Directors of the Burani Group. Furthermore, because the evidence used by the Receiverships to support their demands applied in part also to Mediobanca Spa and to Equita Sim Spa, the Bank decided to extend the proceedings to include these two companies; 2) finally on 26th March 2013, a writ of summons was served by the MBFH Receivership applying to revoke (clawback action) a payment made the year before to the bankrupt company relating to a repayment of €4 million that was due on 30th June 2009. According to the claimant, this payment was made irregularly, and that is by withholding the proceeds from the sale of securities which had been given in pledge. 3) A proposal for an arrangement with creditors has been filed for both bankruptcy cases (MBFH and BDH). In the case of MBFH, the arrangement with creditors proposal was definitively approved, 280* UBI Banca - Notes to the Financial Statements while in the case of BDH, it is currently undergoing examination by the creditors. The matters pending with the Bank could also be settled on the conclusion of those proceedings. The total gross exposure of the UBI Banca Group to the Burani Group at the end of 2015 amounted to €59.9 million, which has been written down by 98.79%. a compensation action, at the appeal stage following a ruling in favour of the Bank at the court of first instance, originating from the former Centrobanca for claimed damages brought by the official receiver of a company concerning the content of declarations made by the former Centrobanca to third parties regarding the availability of securities held on deposit at that bank. With a ruling of 4th December 2015, the Court of Appeal confirmed the ruling of the court of first instance in favour of the Bank. This ruling may be further appealed in the Supreme Court of Cassation; three actions brought by parties beneficiaries of public contributions for various reasons in relation to which UBI Banca Spa (which took the place of Centrobanca Spa in arrangements the latter had entered into with authorities that subsidised loans to manage formalities connected with processing subsidy applications) has been summoned jointly and severally with those authorities in its capacity as the “concessionary bank” appointed by those same authorities. In detail: - a case pending before the T.A.R. (regional administrative tribunal) of Sicily in which the other party has applied for the annulment of a ministerial provision revoking subsidies granted temporarily amounting to €6.4 million following the seizure by the criminal courts of the production unit to which the subsidies had been granted; - a case pending before the T.A.R. (regional administrative tribunal) of Latium in which the other party has applied for the annulment of a ministerial provision revoking subsidies granted temporarily amounting to €11.6 million following the results of criminal investigations launched following inspections by the Guardia di Finanza (finance police) who it is alleged found serious irregularities in the management of the company. We report that the formalities for the subsidy application contested here were processed by Banca Italease, a member of a “Temporary Grouping of Businesses” led by us which should hold the Bank free from any resulting expense and risk; - a case pending before the Civil Court of Rome in which the other party has applied for the annulment of a ministerial provision revoking subsidies granted (due to persistent arrears in the repayment of the loan granted by the Ministry of Economic Development, in compliance with the clearly stated regulations governing the matter) and the consequent commencement of the enforced recovery of the subsidies amounting to €4.3 million in addition to a claim for consequent damages, quantified at €24 million caused by revocation of the presumed credit lines granted by banks to the company. The formalities for the subsidy application contested here were processed by Banca Popolare dell’Emilia Romagna, a member of a “Temporary Grouping of Businesses” led by us which should hold the Bank free from any resulting expense and risk. The following significant cases of litigation have been concluded with respect to the information reported in the notes to the financial statements in the 2014 Annual Report: - a claim for damages in relation to contractual liability resulting from a withdrawal from a former Silf Spa agency contract brought against UBI Banca; - an action originating from the former Centrobanca Spa with a government counterparty concerning an application for the return of a payment collected following the enforcement of a guarantee granted. The specific sections of this report may be consulted for information on corporate litigation not directly related to ordinary business operations and on tax litigation. 281* UBI Banca - Notes to the Financial Statements Quantitative information The charts below show that the main sources of operational risk for the Bank in the period from January 2011 to December 2015 were “processes” (49% of frequencies and 74% of the total impacts detected) and “external causes” (49% of frequencies and 19% of the total impacts detected). The “process” risk driver included unintentional errors and incorrect application of regulations. The “external causes” risk driver included, amongst other things, human actions performed by third parties and not directly under the control of the Bank. Percentage of operational losses by risk driver (detection from 1st January 2011 to 31st December 2015) Number of events Impact on profits The types of event which recorded the greatest concentration of operational losses during the period examined were “execution, delivery and process management” (9% of frequencies and 49% of the total impacts detected), “customers, products and professional practices” (41% of frequencies and 26% of the total impacts detected) and “external fraud” (44% of frequencies and 17% of the total impacts detected). Percentage of operational losses by type of event (detection from 1st January 2011 to 31st December 2015) Number of events Impact on profits 282* UBI Banca - Notes to the Financial Statements Operational losses during the year were concentrated on the following risk factors: “processes” (94% of frequencies and 85% of the total impacts detected) and “persons” (0.3% of frequencies and 8% of the total impacts detected). Percentage of operational losses by risk driver (detection from 1st January 2015 to 31st December 2015) Number of events Impact on profits During the year operational losses were concentrated mainly in the following types of event: “customers, products and professional practices” (93% of frequencies and 45% of the total impacts detected) and “execution, delivery and process management” (4% of frequencies and 45% of the total impacts detected). Percentage of operational losses by type of event (detection from 1st January 2015 to 31st December 2015) Number of events Impact on profits 283* UBI Banca - Notes to the Financial Statements Capital requirement A Bank of Italy provision authorised the Bank to use an internal model based on the advanced measurement approach (AMA) starting from the supervisory report on data as at 30th June 2012. The measurement of operational risk is performed using an extreme value theory (EVT) approach, based on operational losses measured internally (loss data collection – LDC), empirical data acquired from outside the Group (IDOL - “Italian database of operational losses”) and potential losses evaluated using self risk assessment (SRA) scenarios. The first two information sources represent the quantitative component of the measurement model and furnish a historical view of the internal risk profile and of the Italian banking sector. On the other hand, the scenario analyses constitute a qualitative and quantitative information component, because they are derived from risk assessments provided as part of the internal self-risk assessment process, where the purpose is to provide a forward looking view of the internal risk profile, operational context factors and the system of internal controls. The model developed follows the loss distribution approach and it involves estimating severity distributions for each class of risk on two distinct components: a generalised pareto distribution (GPD) for the tail and an empirical distribution for the body. The estimates of severity obtained on the tails are subsequently integrated with risk information evaluated by means of a self risk assessment (SRA) process. The probabilities of events occurring are described by using Poisson curves. The estimate of capital at risk is calculated to the 99.9th percentile of the annual loss curve resulting from a convolution between the curve of the probabilities of events occurring and the integrated severity curve. The consolidated capital requirement is calculated as the sum of the capital at risk estimated on each risk class. The robustness of the model and of the underlying assumptions is tested by employing a stress testing process, which provides an estimate of the impacts on measurements of expected loss and of VaR when particular stress conditions occur. The risk capital calculated on a consolidated basis for each risk class is allocated to the various legal entities on the basis of a summary indicator determined by the historical and future risk measured and by the amount of the capital requirement calculated using the standardised methodology. As a form of risk mitigation, the UBI Banca Group has taken out adequate insurance policies to cover the principal transferable operational risks with due account taken of the requirements of supervisory regulations. The UBI Banca Group has not taken up the option available under the regulations in force to deduct the effects of insurance policies and other risk transfer mechanisms from the capital requirement. *** The capital requirement net of expected losses for which provisions for risks and charges had been made was €31.1 million (-11.25% compared with €35 million in the previous half-year). That reduction was determined principally by the combined impact of changes recorded in the estimates of the capital requirement made at consolidated level and a reduction in values for the significant indicator of the company used in the process of allocating the capital requirement to single legal entities. The main factors that determined the reduction in the estimate of the capital requirement at consolidated level were due to the following: 284* UBI Banca - Notes to the Financial Statements the merger of IW Bank into UBI Private Investment which resulted in the grouping together of many activities carried out by central offices (compliance, anti moneylaundering, human resources, etc.) which is reflected in a reduction of the potential risk measured as part of the self risk assessment process; a reduction in the annual number of expected events and/or repositioning of the probability of these events occurring into classes with a lower impact carried out as part of the self risk assessment process on the basis of figures for losses detected historically both by the internal LDC process and by the Italian banking sector nationally; exclusion from the dataset used to calculate VaR of accounting entries made outside the relative holding period; - mitigation action taken during the year; a reduction in the losses detected historically both by the internal loss data collection process and by the Italian banking sector nationally. 285* UBI Banca - Notes to the Financial Statements Part F – Information on equity Section 1 Equity A – Qualitative information Equity is defined by international financial reporting standards in a residual manner as “what remains of an entity’s assets after all the liabilities have been deducted”. From a financial viewpoint, equity is the means measured in monetary form contributed by the owners or generated by the entity. Operational levers are developed on a broader aggregate, consistent with the supervisory aggregate, which are characterised not just by equity in the strict sense but also by intermediate aggregates such as innovative instruments, hybrid instruments and subordinated liabilities. As the Parent Bank, UBI Banca performs supervision and co-ordination activities for the companies in the Group and, without prejudice to independence of each of them in terms of business and articles of association, sets appropriate policies for them. The Parent analyses and co-ordinates capital requirements on the basis of the Group development plan, the related risk profiles and, very importantly, in compliance with supervisory constraints and acts as a privileged counterparty in gaining access to capital markets applying an integrated approach to optimising capital strength. B – Quantitative information B.1 Equity: composition Items/Amounts 31.12.2015 31.12.2014 1. Share capital 2,254,371 2, 254,371 2. Share pr emiums 3,798,430 4, 716,866 3. Reserves 2,283,488 2, 354,285 1,606,028 1, 678,050 573,912 573,912 - of profits a) statutory reserve b) articles of association r elated c) trea sury shares d) other - other 4. Equity instruments - - 5,155 7,250 1,026,961 1, 096,888 677,460 676,235 - - 5. (Treasur y shares) (5,155) (5, 340) 6. Valuation reserves 304,389 164,951 281,294 143,045 - Proper ty, plant and equipment - - - Intangible a ssets - - - For eign investment hedges - - - Cash flow hedges (101) - - Exchange r ate dif ferences (243) (243) - Available-for-sale fi nancial assets - Non-current assets held f or disposal - Actuarial gains (losses) r elating to defi ned benef it pension plans - Shar e of valuation reserves relating to equity-a ccounted investees - Special revaluation la ws 7. Profi t ( loss) for the year Tot al 286* - - (7,554) (8, 844) - - 30,993 30,993 123,423 8,758,946 ( 918, 437) 8,566,696 UBI Banca - Notes to the Financial Statements B.2 Fair value reserves for available-for-sale financial assets: composition 31.12.2015 Asse ts/ amounts Positiv e reserv e 31.12.2014 Negat ive reserve Positiv e reserv e Negat ive reserve 228,218 ( 13,000) 253,440 2. Equity instruments 53,727 (18) 59,396 (18) 3. Units i n UCITS 12,370 (3) 10,165 (744) 294,315 (13,021) 323,001 (179,956) 1. Debt instruments 4. Financing Tot al (179,194) Details are given below of the main components of the fair value reserve net of tax: Positiv e reserve Government securities and other debt instruments Negat ive r eser ve Total 228,218 (13,000) 215,218 Units in UCIT S and other private equity funds 12,370 (3) 12,367 Istituto Centrale Banche Popolari Italiane 19,042 - 19,042 Sacbo Spa 30,263 - 30,263 VISA Inc 1,543 - 1,543 VISA Eur ope Ltd 2,031 - 2,031 Other equity instruments 848 294,315 (18) (13,021) 830 281,294 A communication was received in December from the company VISA concerning a proposal to sell 100% of the share capital of Visa Europe Limited ("Visa Europe") by the company VISA INC to be concluded in the first of 2016. That proposal was made to all the “principal” shareholders of the company Visa Europe (the companies IW bank and UBI Banca for the UBI Group). That agreement involves the payment of a price consisting of three components on the basis of the contribution provided by the company to Visa Europe’s activities: a portion of the consideration in cash a portion in VISA INC. shares a further subsequent earn-out portion subject to the definition of all the procedures for calculating it. UBI Banca prepared the documentation required for acceptance of the offer and as a consequence, because the VISA Europe limited share was valued at the notional nominal amount of one euro, the AFS reserve was revalued by an amount of €3 million (€2.031 million net of the relative tax). 287* UBI Banca - Notes to the Financial Statements B.3 Fair value reserves for available-for-sale financial assets: annual changes Debt instrum ents 1. Opening balances Equity instruments Units in UCITS Financing 74,246 59,378 9,421 - 2. Pos itive changes 244,912 16,433 4,876 - 2.1 Inc rease s in fair value 217,89 4 16,433 4,156 - 27,01 8 33 7 - 720 276 - 26,68 1 (103,940) (13,663) (90,277) 215,218 (22,102) (2,289 ) (19,813 ) 53,709 444 (1,930) (1,405) (525) 12,367 - 2.2 Transfer to income statement of negativ e rese rve s for imp airment from sale 2.3 Othe r change s 3. Negative changes 3.1 Red uctions in fair value 3.2 Impairment losse s 2.2 Transfer to income statement of posit ive re serves: from dispos al 3.4 Othe r change s 4. Closing balances The changes in fair value are shown net of tax. Detailed information gross of tax is given in the notes at the foot of the detailed statement of comprehensive income. B.4 Valuation reserves for defined benefit plans: annual changes 31.12.2015 Figures in thousands of euro 1. Opening balances 2. Positive c hanges 2.1 In creases in fair value actuarial (gains)/losses 2.2 Transfer to income statement of n egative reserves 2.3 Oth er changes 3. Negative c hanges 3.1 De crease in fair va lue actuarial (gains)/losse s 3.3 Transfer to the income statement of positive rese rves 3.4 Oth er changes 4. Closing balances (8,844) 1,290 1,290 (7,554) 31.12.2014 (6,265) (2,579) (2,579) (8,844) The items increases/decreases in fair value include the tax effect calculated on the change in the actuarial reserve. 288* UBI Banca - Notes to the Financial Statements Section 2 Own funds and capital ratios 2.1 OWN FUNDS A – Qualitative information Information on the method for determining regulatory capital on the basis of current regulations is given in the corresponding section of the consolidated annual report which may be consulted. The tables below summarise the main contractual characteristics of the debt instruments that constitute the tier one capital, the tier two capital and the tier three capital. The column “nominal amount” reports the nominal amounts for those instruments net of the repurchases that have occurred. 1. Common Equity Tier 1 (CET1) capital The Common Equity Tier 1 capital is composed as follows: 31.12.2015 2,254,371 3,798,430 1,606,028 123,423 304,389 677,460 8,764,101 Paid up share capital Share premium Reserves of profits Net profit for the year Other comprehensive income Reserves - other Total 2. Additional Tier 1 (AT1) capital No Additional Tier 1 capital for UBI Banca to report. 289* UBI Banca - Notes to the Financial Statements 3. Tier 2 capital (T2) Type of issue Ordinary subordinated bond issues (Lower Tier II) Coupon Maturity date Early redemption clause Nom inal amount IAS AMOUNT 31.12.2015 2010/2017 - floating rate ISIN IT0004572860 Currency euro Half year floating rate Euribor 6 months +0.40% 23.02.2017 61,035 60,939 2010/2017 - fixed rate ISIN IT0004572878 Currency euro Half year fixed rate of 3.10% 23.02.2017 120,000 122,640 2010/2017 - fixed rate ISIN IT0004645963 Currency euro Half year fixed rate of 4.30% 05.11.2017 Redemption by fixed rate annual amortisation schedule from 05.11.2013 160,000 162,639 2011/2018 - fixed rate ISIN IT0004723489 Currency euro Half year fixed rate of 5.40% 30.06.2018 Redemption by fixed rate annual maturation schedule from 30.06.2014 240,000 246,370 2009/2019 - mixed rate ISIN IT0004457070 Currency euro Half year fixed rate 4.15% until 2014 and subsequently floating Euribor 6M +1.85% 13.03.2019 From 13.03.2014 370,000 368,889 2009/2016 - floating rate ISIN IT0004457187 Currency euro Quarterly Euribor 3M + 1.25% 13.03.2016 Redemption by fixed rate annual amortisation schedule from 13.03.2012 42,398 42,379 2009/2016 - floating rate ISIN IT0004497068 Currency euro Quarterly Euribor 3M + 1.25% 30.06.2016 Redemption by fixed rate annual amortisation schedule from 30.06.2012 31,367 31,289 2009/2019 - mixed rate ISIN IT0004497050 Currency euro Half year fixed rate 4% until 2014 and subsequently variable Euribor 6M +1.85% 30.06.2019 From 30.06.2014 365,000 361,576 2011/2018 - fixed rate ISIN IT0004718489 Currency euro Half year fixed rate of 5.50% 16.06.2018 Redemption by fixed rate annual amortisation schedule from 16.06.2014 240,000 246,505 2011/2018 - mixed rate ISIN IT0004767742 Currency euro Quarterly 18.11.2018 fixed rate of 6.25% until 2014 and subsequently variable Euribor 3M +1% 222,339 220,040 2012/2019 - mixed rate ISIN IT0004841778 Currency euro Quarterly 08.10.2019 fixed rate 7.25% until 2014 and subsequently variable Euribor 3M +5% 200,000 201,053 2,052,139 2,064,319 Total The subordinated bonds of UBI Banca include the bond IT0004842370 for €776 million nominal with a book value of €788 million not eligible for inclusion in regulatory capital due to the contract clauses governing the bond itself . 290* UBI Banca - Notes to the Financial Statements B – Quantitative information A. Common Equity Tier 1 capital (CET1) before the application of prudential filters of which CET1 instruments subject to transitional provisions B. CET1 prudential filters (+/-) C. CET1 before components to be deducted and the impacts of the transitional regime (A+/-B) D. Items to be deducted from CET1 E. Transitional regime - Impact on CET1 (+/-) F. Total Common Equity Tier 1 capital (CET1) (C-D+/-E) G. Additional Tier 1 capital (AT1) before components to be deducted and the impacts of the transitional regime of which AT1 subject to transitional provisions H. Components to be deducted from AT1 I. Transitional regime - Impact on AT1 (+/-) L. Total Additional Tier 1 capital (AT1) (G-H+/-I) M. Tier 2 capital (T2) before components to be deducted and the impacts of the transitional regime of which T2 instruments subject to transitional provisions N. Items to be deducted from T2 O. Transitional regime - Impact on T2 (+/-) P. Total Tier 2 capital (T2) (M-N+/-O) Q. Total own funds (tc=t1+t2) (F+L+P) 31.12.2015 8,663,518 -3,281 8,660,237 150,901 -236,881 8,272,455 31.12.2014 8,572,036 -2,576 8,569,460 874,666 602,873 8,297,667 3,555 3,555 1,443,464 15,026 24,422 1,452,860 9,725,315 740,334 740,334 2,196,908 15,035 30,372 2,212,245 10,509,912 2.2 CAPITAL ADEQUACY REQUIREMENT A. Qualitative information The capital adequacy parameters are consistent with the type of business performed by the Bank as a Parent, which is almost entirely with members of the Group it leads. The table below shows the absorption of regulatory capital as a function of the overall capital adequacy requirement. Compliance with that requirement at the end of the year involved a capital requirement of €1,845 million. 291* UBI Banca - Notes to the Financial Statements B. Quantitative information Amounts not weighted 31.12.2015 31.12.2014 A. RISK ASSETS A.1 Credit and counterparty risk 1. Standardised approach 2. Method based on internal ratings 2.1 Basic 2.2 Advanced 3. Securitisations B. REGULATORY CAPITAL REQUIREMENTS Amounts weighted 31.12.2015 31.12.2014 65,566,219 11,302,512 75,660,132 11,595,293 15,670,524 5,831,530 17,012,843 5,695,336 11,302,512 11,595,293 5,831,530 5,695,336 Requirements B.1 Credit and counterparty risk B.2 Credit valuation adjustment risk B.3 Settlement risk B.4 Market risk 1. Standard approach 2.Internal models 3. Concentration risk B.5 Operational risk 1. Basic indicator approach 2. Standardised approac h 3. Advanced measurement approach B.6 Other calculation items B.7 Total prudential requirements C. RISK ASSETS AND SUPERVISORY RATIOS C.1 Risk weighted assets C.2 Common equity tier 1 capital / Risk weighted assets (CET1 capital ratio) C.3 Tier 1 / Risk weighted assets (Tier 1 capital ratio) C.4 Total own funds / Risk weighted assets (Total capital ratio) 1,720,164 15,364 1,816,654 14,644 78,625 53,251 31,071 34,253 1,845,225 1,918,802 23,065,310 35.87% 35.87% 42.16% 23,985,029 34.60% 34.60% 43.82% For those banks which adopt the standardised method, the non-weighted amount is that which takes account of prudential filters, risk mitigation techniques and credit conversion factors. The risk weighted assets consist of the reciprocal of the minimum requirement set (8%). 292* UBI Banca - Notes to the Financial Statements Part G - Business combinations concerning companies or lines of business Section 1 Transactions performed during the year No business combination transactions were performed during the year. Section 2 Transactions performed after the end of the year No business combination transactions were performed after the end of the year. Section 3 Retrospective adjustments No retrospective adjustments to report. 293* UBI Banca - Notes to the Financial Statements Part H - Transactions with related parties 1. Information on the remuneration of key management personnel Rem uneration for Board Members and senior managers Short-term benefits 11,414 - of which key mana gement personnel 4,913 Pos t-employment benefits 586 - of which key mana gement personnel 586 Other lo ng term benefits 394 - of which key mana gement personnel 394 Indemnity for termination of employment - - of which key mana gement personnel - Share bas ed payments 288 - of which key mana gement personnel 288 With regard to remuneration paid in 2015 to key management personnel including the General Manager, in addition to the fixed component of remuneration decided through individual agreements, there is also a variable component linked to the achievement of strategic Group objectives. The fixed part of the remuneration not only contains normal payments in cash but also benefits which complete the remuneration such as supplementary pension funds, health policies, accident policies and, where it is the case, the provision of a company car for bank and private use. The following types of remuneration were paid (the relevant accounting standard may be consulted for definitions): a) Short-term benefits Short-term benefits include salaries, social security contributions, indemnities to replace vacations not taken, absences for illness, paid leave and benefits such as medical care and housing; b) Post employment benefits Post-employment benefits include providence, pension and insurance plans as well as severance payments. The senior managers in question benefit from life and supplementary pension forms of insurance, which also extend beyond the termination of their employment contracts. 294* UBI Banca - Notes to the Financial Statements 2. Information on transactions with related parties In compliance with the provisions of the regulations in force, we report that all transactions carried out by the Parent with related parties were conducted in observance of correct principles both in substance and form, under conditions analogous to those applied for transactions with independent parties. In compliance with IAS 24, information is provided below on balance sheet and income statement transactions between related parties of UBI Banca and Group member companies, as well as those items as a percentage of the total for each item in the financial statements. According to IAS 24, a related party is a person or entity that is related to the entity that is preparing its financial statements (the “reporting entity”). (a) A person or close family member of that person is related to the reporting entity if that person: (i) has control or joint control over the reporting entity: (ii) has significant influence over the reporting entity; or (iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity. (b) An entity is related to a reporting entity if any of the following conditions apply: (i) the entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others); (ii) one entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member); (iii) both entities are joint ventures of the same third party; (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity; (v) the entity is a post-employment defined benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity; (vi) the entity is controlled or jointly controlled by a person identified in (a); (vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). With regard to the effects of the management and co-ordination activities performed by the Parent, as required by article 2497 bis of the Italian Civil Code, we report that the Parent and its subsidiary, UBI Sistemi e Servizi spa provided Group member companies with a series of services, governed by intragroup contracts drawn up in accordance with the principles of consistency, transparency and uniformity in line with the organisational model of the Group, according to which, strategic, and management activities are centralised in UBI Banca and technical and operational activities in the subsidiary just mentioned. The prices agreed for the services provided under the contracts were determined on the basis of market prices or, where appropriate reference parameters could not be found in the marketplace, in accordance with the particular nature of the services provided, on the basis of the cost incurred. The main intragroup contracts existing at the end of the year included those to implement the policy to centralise activities in the governance and business areas of the Parent, which involved the Parent and the main banks in the Group, and also contracts to implement the “national fiscal consolidation” (in accordance with articles 117 to 129 of Presidential Decree No. 917/1986, the consolidated law on income tax) concluded by the Parent. There were also all the intragroup contracts which implement the centralisation in UBI Sistemi e Servizi of support activities for the principal companies in the UBI Group. Further information on transactions with related parties is reported in the tables that follow. 295* UBI Banca - Notes to the Financial Statements Summary of principal balance sheet transactions with related parties Related party Financial assets held for trading Direct subsidiaries Available-forsale financial assets Loans and advances to banks Loans and advances to customers Other assets Due to banks Financial liabilities held for trading Debt securities issued Due to customers Other Guarantees liabilities granted 245,178 3,296 14,234,999 10,349,985 129,761 6,556,576 254,849 2,953,605 44,770 235,227 3,271,043 Associates - 12,406 - 15,026 - - 91,442 - 12 - 24,943 Senior managers - - - - - - 30 - - - - Other related parties - - - - - - - - - - - 245,178 15,702 14,234,999 10,365,011 129,761 6,556,576 346,321 2,953,605 44,782 235,227 3,295,986 TOTAL Percentage of balance sheet transactions with related parties in respect of the financial statements of UBI Banca Related party Financial assets held for trading With related-parties (a) Total (b) Percentage (a/b*100) 245,178 1,088,262 22.53% Loans and Available-for-sale advances to financial assets banks 15,702 14,234,999 15,357,571 15,489,215 0.10% 91.90% Loans and advances to customers 10,365,011 Other assets 129,761 Due to Due to banks customers 6,556,576 21,901,390 699,981 15,845,354 47.33% 18.54% 41.38% 296* 346,321 Debt securities issued Financial liabilities held for trading 2,953,605 44,782 7,357,586 36,265,240 4.71% 8.14% 608,600 7.36% UBI Banca - Notes to the Financial Statements Other liabilities 235,227 Guarantees granted 3,295,986 881,278 5,191,845 26.69% 63.48% Summary of principal income statement transactions with related parties Related party Net interest income Direct subsidiaries Associates Senior managers Other related parties TOTAL Net fee and commission income Dividends and similar income Net income from trading activity Other net operating income and expenses Staff costs Other administrative expenses 80,182 147 (7,072) - 229,843 10,704 - 94,846 1 51,102 - (69,360) - - - - - - (12,394) - (70) 80,329 (7,072) 240,547 - 94,847 38,708 (69,430) Percentage of income statement transactions with related parties in respect of the financial statements of UBI Banca Related party Net interest income With related-parties (a) Total (b) Percentage (a/b*100) 80,329 (13,593) -590.96% Net fee and commission income (7,072) 48,979 -14.44% Dividends and similar income 240,547 249,430 96.44% 297* Net income from trading activity 25,902 0.00% Other net operating income and expenses 94,847 117,590 80.66% Staff costs 38,708 (183,099) -21.14% Other administrative expenses (69,430) (219,477) 31.63% UBI Banca - Notes to the Financial Statements Principal balance sheet items relating to subsidiaries subject to control, joint control and significant influence Financial a ss ets he ld for trading Fully co nsolidated companies A vailable -for-sa le fina nc ial a sse ts Loans to othe r banks Loans and advanc es to custome rs Other a sse ts D ue t o customer s Due to banks D ebt s ecurities iss ue d Financial liabilities Ot he r liabilities held for tr ading Gua rantee s gra nt ed 245,178 3,296 14,234,999 10,349,985 129,761 6,556,576 254,849 2,953,605 44,770 235,227 10,570 - 125,294 - - 818,582 - 1,656,036 72 8,019 1,959 Banca di Valle Camonica Spa 4,225 - 657,564 - 1,520 18,584 - - 1,060 4,195 1,402 IW BANK SPA 1,074 - 79,216 - 15 1,062,497 - 1,297,569 - 3,822 3,915 Banca Carime Spa 3,271,043 Banca Popolare Commercio e Industr ia Spa 44,203 - 1,864,995 - 17,912 127,027 - - 3,363 23,345 202,946 Banca Popolare di Ancona Spa 49,937 - 2,129,066 - 13,425 88,950 - - 4,268 20,113 52,284 1,633,361 Banca Popolare di Bergamo Spa 50,870 - 3,060,291 - 58,659 2,012,369 - - 6,890 86,306 Banca Regionale Europea Spa 16,153 - 2,612,438 - 3,751 93,468 - - 930 18,969 19,699 Banco di Brescia Spa 41,303 - 3,500,496 - 9,264 171,095 - - 2,192 41,723 276,483 BPB Immobiliare Srl - - - 212 870 - - - - 1,026 40 UBI Banca International Sa - - 205,639 - - 2,164,004 - - - - 1,013,103 13,446 - - 6,137,369 1,950 - 26,113 - 13,397 13,456 64,552 - - - 2,104,740 1,130 - 25,007 - - 3,504 1,276 Centrobanca Sviluppo Impresa SGR Spa - 3,296 - 73 13 - - - - - - Coralis Rent Srl (*) - - - - - - - - - - - 24-7 F inance Srl - - - - - - 961 - - - - 13,397 - - 98,930 - - - - 12,598 - - UBI Management Company Sa - - - - 44 - - - - - - Ubi Finance 2 Srl in liquidazione - - - - - - - - - - - Prestitalia Spa - - - 1,459,468 1,299 - 158,665 - - 3,557 - UBI Fiduciaria Spa UBI Leasing Spa UBI Factor Spa Ubi Lease Finance 5 Srl - - - 52 59 - - - - 301 - Società Bresciana Immobiliare Mobiliare SBIM Spa - - - 9,210 996 - - - - 886 - UBI Finance CB2 - - - - - - - - - 10 - UBI SPV BBS 2012 Srl - - - - - - - - - - - UBI SPV BPCI 2012 Srl - - - - - - - - - - - UBI SPV BPA 2012 Srl - - - - - - - - - - - UBI Trustee SA - - - - 49 - - - - - - UBI Finance Srl - - - 494,900 - - - - - 10 - UBI Finance 3 Srl - - - - - - - - - - - UBI Academy Scrl - - - 241 425 - - - - - - UBI Pramerica SGR Spa - - - 1,522 541 - 44,103 - - 170 - UBI Sistemi e Servizi Scpa - - - 43,268 17,839 - - - - 5,815 23 (*) The company was liquidated in December 2015. 298* UBI Banca - Notes to the Financial Statements (contd.) Financial assets held for trading Available-for-sale financial assets Loans and advances to customers Loans to other banks Other assets Due to customers Due to banks Debt securities issued Financial liabilities Other liabilities held for trading Guarantees granted Companies consolidated using the equity method - 12,406 - 15,026 - - 91,442 - 12 - 24,943 Aviva Vita SpA - - - - - - 71,470 - - - - Zhong Ou Fund Management Co. - - - - - - - - - - - SF Consulting Srl - - - - - - - - - - - Polis Fondi SGR Spa - 12,406 - - - - - - - - - Lombarda Vita SPA - - - - - - 713 - - - 24,943 UFI Servizi Srl - - - - - - - - - - - Aviva Assicurazioni Vita Spa - - - 15,026 - - 19,259 - 12 - - 299* UBI Banca - Notes to the Financial Statements Principal income statement items with subsidiaries subject to control, joint control and significant influence Net fee a nd c ommiss ion income N et inte res t income Fully c onsolidate d c om pa nies Banca Car ime Spa Other adminis trativ e expens es Staff costs 80 ,1 82 (7,072 ) 22 9,84 3 - 94 ,8 46 (31 ,9 78) (1,666 ) - - 6 ,7 03 - - 1 ,9 95 7 01 (8 ) (1,759 ) 5,49 2 - 4 ,0 27 2 ,2 23 (59 ) Banca di Valle Camonica Spa IW BANK SPA Othe r incom e /oper ating e xpense Net tr ading income (loss) Divide nds 6 ,0 61 (27 ,8 92) Banca Popolare Commercio e Industria Spa Banca Popolare di Ancona Spa Banca Popolare di Bergamo Spa 12 51 ,1 02 (1 ,6 70 ) (69 ,3 60 ) (2 13 ) 4 ,4 43 (1,932 ) 2 8,22 1 - 11 ,3 73 (1 ,5 33 ) (24 ) 14 ,0 03 (1,635 ) 7,46 7 - 7 ,4 31 (2 ,2 71 ) (2 22 ) 2 ,9 86 (2,549 ) 13 3,51 2 - 33 ,0 76 (4 ,6 22 ) (2 11 ) Banca Regionale Europea Spa 15 ,5 91 (78 ) 1 0,70 4 - 7 ,4 43 (1 ,6 95 ) (9 33 ) Banco di Brescia Spa 24 ,1 21 (688 ) 8,41 1 - 10 ,5 78 (3 ,3 95 ) 26 0 - 1 87 BPB Immobiliar e Srl - - 2 44 (95 ) (1 ,0 83 ) UBI Banca International Sa (3 ,2 38) 815 - - 89 2 55 7 UBI Leasing Spa 38 ,6 93 281 - - 1 ,3 50 5 02 (8 ) UBI Factor Spa 2 ,8 42 968 5,72 2 - 1 ,0 68 5 (2 ) Centrobanca Sviluppo Impr esa SGR Spa - - - - 85 66 - Coralis Rent Srl ( *) - - - - 52 61 - - - - - - - 24- 7 F inance Srl (32) Ubi Lease Finance 5 Srl - - - - 21 - - UBI Management Company Sa - - - - - 1 95 - Ubi Finance 2 Srl in liquidazione - - - - - - 34 ,4 44 - - - 2 ,3 21 4 ,3 62 Pr estitalia Spa UBI Fiduciaria Spa (4 77 ) - - - - 8 1 97 (1 ) 29 - 1,85 5 - 1 31 38 (4 ,5 88 ) UBI Finance CB2 - - - - 2 - - UBI SPV BBS 2012 Srl - - - - 2 - - UBI SPV BPCI 2012 Srl - - - - 2 - - UBI SPV BPA 2012 Srl - - - - 2 - UBI Tr ustee SA - - - - - 1 91 Società Bresciana Immobiliar e - Mobiliare SBIM Spa UBI Finance Sr l UBI Finance 3 Srl UBI Academy Scrl UBI Pramerica SGR Spa UBI Sistemi e Servizi SCpA (9 ) - - - - 2 - 1 08 - - - 3 24 - - - - - - 2 89 1 ,3 05 (1) 1,159 2 8,19 9 - 3 45 1 ,9 93 (3 33 ) 2 - - - 5 ,9 40 53 ,9 50 (60 ,4 80 ) (6 21 ) (*) The company was liquidated in December 2015. 300* UBI Banca - Notes to the Financial Statements (contd.) Net fee and commission income Net interest income Companies consolidated using the equity method Other income /operating expense Net trading income (loss) Dividends Other administrative expenses Staff costs 147 - 10,704 - 1 - - Aviva Vita SpA - - - - - - - Zhong Ou Fund Management Co. - - - - - - - SF Consulting Srl - - - - - - - Polis Fondi SGR Spa - - 146 - - - - Lombarda Vita SPA - - 8,598 - 1 - - UFI Servizi Srl - - - - - - - 147 - 1,960 - - - - Aviva Assicurazioni Vita Spa 301* UBI Banca - Notes to the Financial Statements Part I – Share-based payments A. Qualitative information 1. Description of payment agreements based on own balance sheet instruments In implementation of the “2015 UBI Banca Group remuneration and incentive policies” (the “Policy”), which was approved on 3rd February 2015 by the Supervisory Board, after prior consultation with the Remuneration Committee, on 25th April 2015 an ordinary shareholders meeting of UBI Banca approved the payment of the variable component of long and short-term bonuses for “key management personnel” to be paid by the use of shares. The 2015 incentive schemes, described in last year’s Remuneration Report to the Shareholders’ Meeting, are subject to trigger conditions (“gates”) set at Group level to ensure compliance with capital stability and liquidity ratios defined in the “Risk appetite in the UBI Banca Group” policy and the “Policy to Manage Financial Risks of the UBI Banca Group”. More specifically the indicators identified (details are given in the relative implementation documents) are as follows: Common Equity Tier 1 (CET 1) Ratio; Net Stable Funding Ratio (NSFR); Liquidity Coverage Ratio (LCR); Leverage Ratio (LR). The values of these indicators are verified at the end of the period, on 31st December of each year for the short-term incentive scheme and on 31st December 2017 for the long-term scheme. The incentive schemes are not, however, triggered if the financial statements show a loss on normalised amounts. Short-term incentive scheme On the basis of the performance in relation to the budget approved each year by the Management and Supervisory Boards (calculated at Group level using RORAC and at the level of the individual legal entity using normalised net profit adjusted for the “delta cost” between allocated and absorbed capital) the budgeted amount (“bonus pool”) at the service of incentives schemes may be increased, without prejudice to the correct remuneration of capital and liquidity, up to a predetermined maximum, or reduced as far as zero (“malus”), both at the overall level and at the level of each legal entity, in accordance with pre-established limits. If the available allocation is overrun, criteria have been set for the bonuses to be redistributed, down to the level of the budget allocated. In line with the principles expressed in the legislation and regulations, from 2015 the structure of the bonus payout is differentiated for the key personnel categories (“Top”, “Core” and “Other Key personnel”). Along the same lines as procedures followed for all “key personnel” in previous years, for positions within the “Top” and “Core” perimeters: 50% of the bonus is converted into ordinary shares of UBI Banca, subject to retention clauses that align the incentives with the Bank's long-term interests; 40% of the bonus is deferred for three years (for the Chief Executive Officer of UBI Banca, 60% is deferred for five years, while in previous years it was deferred for only three years). As a consequence of the above, the first portion of share-based bonuses should be assigned in the third year following the year of the scheme, while the second portion should be assigned in the fifth year following the year of the scheme, except for the Chief Executive Officer for whom, from this year, the second portion will be paid in the seventh year following the year of the scheme. For Other Key Personnel, taking into consideration the principle of proportionality and on the basis of the size of the variable amounts, the payment rules are less strict, providing for the deferral of 30% of the bonus for two years and excluding the use of financial instruments. In order to ensure capital stability, liquidity and the capability to generate risk-adjusted profit over time, consistently with the long-term strategic objectives of the Bank or company, the 302* UBI Banca - Notes to the Financial Statements deferred portion is paid on condition that adequate levels of capital stability (Common Equity Tier 1 Ratio), liquidity (Net Stable Funding Ratio) and risk-adjusted profit (RORAC) are maintained at Group level, as set out in the corporate implementation regulations approved by the Supervisory Board. The deferred portion of the bonus will not be paid if these conditions are not met (a malus). From 2015, for the “Top” and “Core” perimeters, if the bonus earned is below €50,000 gross and if the bonus earned individually is less than 15% of fixed remuneration, the payment is made entirely upfront, 50% being paid in cash at the time when the conditions are met and the remaining 50% as ordinary shares of UBI Banca with a two-year retention period. In previous years the treatment just described was applied but did not consider the percentage of the remuneration. It only considered whether the bonus earned was lower than €50,000. Long-term incentive schemes (2015 – 2017) A long-term incentive scheme on a three yearly basis has been introduced from 2015, intended to bring the interests of management increasingly into line with those of shareholders, in a perspective of creating value in the long-term as well as the short-term, in compliance with legislation and regulations in force and best market practices. While the preliminary trigger conditions (“gates”) are not affected, value creation objectives have been set, taking into account the difficulties of the current context and evaluated on the basis of a performance matrix with two indicators: Group RORAC, calculated at the end of the three-year period and based on the average return on three-year BTPs over the period in question; Total Shareholder Return (TSR), which measures the performance of the UBI Banca share, compared in terms of quartile positioning with the listed banks in the reference peer group. The structure of the bonus payout provides for the following payments: 60% is paid upfront in shares at the end of the three-year performance measurement period (accrual) with a two-year retention period; 40% is paid in shares, deferred by two years and with a one-year retention period. With a view to compliance with legislation and regulations in force, the portion is awarded before the end of the deferral period, but subject to a further year of retention to verify that the conditions for the payment effectively exist. In order to ensure capital stability and liquidity over time, consistent with long-term strategic objectives, the deferred portion is paid on condition that adequate levels of capital stability (Common Equity Tier 1 Ratio) and liquidity (Net Stable Funding Ratio) are maintained at the end of the deferral period, as set out in the corporate implementation regulations. The deferred portion of the bonus will not be paid if these conditions are not met (a malus). The timetable for the grant of portions of bonuses to be paid in financial instruments For the above, the timetable for portions of bonus payments made in financial instruments is as follows: the first portion of shares for bonuses earned in 2012 was granted in 2015; in 2016 the first portion of the shares relating to the 2013 short-term incentive scheme and the second portion of the shares relating to the 2011 short-term incentive scheme will be granted; ● in 2017 the second portion of the shares relating to the 2012 short-term incentive scheme and the first portion of the shares relating to the 2014 short-term incentive scheme will be granted; ● in 2018 the second portion of the shares relating to the 2013 short-term incentive scheme and the first portion of the shares relating to the 2015 short-term incentive scheme will be granted; ● in 2019 the second portion of the shares relating to the 2014 short-term incentive scheme will be granted; ● in 2020 the second portion of the shares relating to the 2015 short-term incentive scheme and the first portion of the shares relating to the 2015-2017 long-term incentive schemes will be granted; ● in 2021 the second portion of the shares relating to the 2015-2017 long-term incentive schemes will be granted; ● ● 303* UBI Banca - Notes to the Financial Statements ● in 2022 the second portion of the shares relating to the 2015 short-term incentive scheme earned by the Chief Executive Officer will be granted. B. Quantitative information According to IFRS 2 “share-based payments”, the scheme in question constitutes an “equity settled” operation where payment is based on shares and made using equity instruments. On this basis, because the objective of IFRS 2 is to recognise the impact on profit and loss of the remuneration paid by means of equity instruments in the income statement in the form of personnel expense, UBI Banca and the subsidiaries involved in the scheme recognised the cost for the year within the item 150a “Administrative expenses: staff costs” against an increase in equity made by posting the amount to a separate reserve in equity because the obligation of the company will be extinguished by the delivery of equity instruments and that obligation will be settled in any event by the Parent. As concerns the quantification of the cost of the scheme, since it is impossible to measure the value of the services provided by employees with precision, in compliance with IFRS 2, it is calculated on the basis of the fair value of the UBI share on the grant date multiplied by the number of shares that it is estimated will be vested. More specifically, the fair value of the equity instruments granted is calculated with account taken of the circumstance that they will be delivered, as planned, starting in 2014 and until 2022. Those estimates are based on the market price of the shares, less the present value of dividends distributable by the UBI Group in the period immediately prior to the grant of the shares, and, in general they adequately weight the terms and conditions governing the grant of the instruments. The total estimated cost of the short-term incentive schemes for shares that will be granted from 2015 is €2,087 thousand, and is composed as follows: ● up-front portions as follows: 14,441 shares granted in the 2015, equivalent to €49 thousand; 44,366 shares to be granted in 2016, equivalent to €207 thousand; 110,091 shares to be granted in 2017, equivalent to €614 thousand; 67,815 shares to be granted in 2018, equivalent to €476 thousand. ● deferred portions (if the conditions to which the deferment is subject are met) as follows: 35,022 shares to be granted in 2016, equivalent to €92 thousand; 9,628 shares to be granted in 2017, equivalent to €30 thousand; 7,962 shares to be granted in 2018, equivalent to €35 thousand. 72,432 shares to be granted in 2019, equivalent to €378 thousand; 13,862 shares to be granted in 2020, equivalent to €92 thousand; 18,400 shares to be granted in 2022, equivalent to €116 thousand. In accordance with the vesting conditions hypothesised, the cost of the scheme is spread over the whole of its vesting period, with the portion for the year recognised in the income statement, which for the reporting year amounted to €507 thousand. Furthermore, any change in the cost will only occur if the vesting requirements are not met and the shares are not delivered as a consequence, either because the result conditions set by the plan are not satisfied or the person is no longer employed and not also as a result of changes in the fair value of UBI shares. The total estimated cost of the long-term incentive scheme introduced in 2015 is €2,493 thousand and, as for the short-term scheme, it is distributed throughout the whole of the vesting period set for it with recognition in the income statement of the portion for the year, which for the current year amounts to €426 thousand, composed as follows: ● 228,017 shares to be granted in 2020, equivalent to €1,512 thousand; ● 152,012 shares to be granted in 2021, equivalent to €981 thousand. 304* UBI Banca - Notes to the Financial Statements Part L – Segment Reporting Information on segment reporting is given in the relative section of the Consolidated Financial Statements. 305* UBI Banca - Notes to the Financial Statements Attachments to the Annual Report List of real estate properties Convertible bonds Disclosures concerning the fees of the independent auditors (Art. 149 duodecies of the Consob Issuers’ Regulations) 306* UBI Banca - Notes to the Financial Statements List of real estate properties (amounts accurate to a euro cent) Owned/ L eased Location Investments 1 ABBIAT EGRASSO-MI-P.ZZA CAVOUR, 11 O 1,348,370.66 2 ALBANO SANT ALESSANDRO-BG-VIA CAVOUR, 2 O 517,017.94 3 ALBINO-BG-VIA MAZZ INI, 181 O Revaluations by law - Revaluation s o n F.T.A. Revalu ations by mergers Gross amo unts Other changes Accum. Depr. Carrying amo unts - 149,323.41 1,497,694.07 - - 806,701.42 540,939.12 - 125,049.29 1,183,006.35 - - 504,299.44 678,706.91 912,764.12 671,708.52 - 188,602.42 1,773,075.06 - - 591,286.50 1,181,788.56 955,591.35 - 147,706.44 1,652,885.38 - 565,290.65 1,063,500.83 - 142,545.15 691,722.16 - - 225,616.50 466,105.66 1,074,010.72 - - 944,714.17 129,296.55 4 ALME-BG-VIA T ORRE D'OR O, 2 O 549,587.59 5 ALMENNO SAN BARTOLOMEO-BG-VIA FALCONE, 2 O 549,177.01 6 ALMENNO SAN SALVATORE-BG-VIA MARCONI, 3 O 459,148.82 524,901.58 - 89,960.32 7 ALZANO LOMBARDO-BG-P.ZZA GARIBALDI, 3 O 1,080,468.91 780,530.73 - 264,470.20 2,125,469.84 - 3,034.78 - 869,894.40 1,252,540.66 8 ALZANO LOMBARDO-BG-VIA EUROPA, 67 O 20,382.05 - 281,932.63 302,314.68 - - 114,846.27 187,468.41 9 ANGERA-VA-VIA M. GREPPI, 33 O 166,386.85 444,930.52 - 175,948.70 787,266.07 - - 377,078.46 410,187.61 10 ARCENE-BG-CORSO EUROPA, 7 O 544,716.17 507,105.34 - 86,447.03 1,138,268.54 - - 1,033,020.07 105,248.47 11 ARCORE-MI-VIA CASATI, 45 O 977,807.23 242,785.55 - 176,942.62 1,397,535.40 - - 804,680.07 592,855.33 12 ARDESIO-BG-VIA LOCATELLI, 8 O 145,284.01 633,300.47 - 126,889.62 905,474.10 - - 776,142.85 129,331.25 13 ARLUNO-MI-VIA PIAVE, 5 O 1,260,946.93 14 ASSAGO-MI-VIALE MILANOFIORI O 9,917,653.29 - - 370,406.90 24,093.90 - 690,992.65 - - 479,342.67 781,604.26 - - 218,485.71 563,118.55 - - 2,169,504.33 8,118,555.86 - - 4,232,053.44 3,886,502.42 160,745.96 15 AZ ZAN O SAN PAOLO-BG-PIAZZA IV NOVEMBRE, 4 O 383,348.91 720,230.46 137,908.63 1,241,488.00 - - 1,080,742.04 16 AZ ZATE- VA-VIA V.VENETO, 23 O 950,916.00 181,771.24 495,054.37 201,911.04 1,829,652.65 - - 874,383.68 955,268.97 17 BAGN OLO SAN VITO-CN-VIA DI VITTORIO, 35 O 131,968.60 372,581.85 121,159.50 82,796.84 708,506.79 - - 566,657.49 141,849.30 18 BERBEN NO-BG-VIA ANTONIO STOPPANI, 102 O 756,979.09 19 BERGAMO-BG-BORGO PALAZZO, 51 O 1,121,597.00 1,191,955.96 - - - - 181,657.06 756,979.09 2,495,210.02 56,054.95 - - 113,889.85 587,034.29 1,142,965.00 1,352,245.02 20 BERGAMO-BG-P.LE RISORGIMENT O, 15 O 1,053,420.36 574,958.09 - 16,438.02 1,644,816.47 - - 814,777.63 830,038.84 21 BERGAMO-BG-P.Z ZA PONTIDA, 36/42 O 2,259,854.24 789,282.49 - 75,595.51 3,124,732.24 - - 1,474,552.88 1,650,179.36 22 BERGAMO-BG-PIAZZA VITTORIO -VENETO, 8 O 35,481,852.58 85,664,910.69 2,511,566.91 123,952,719.06 - - 53,573,650.12 70,379,068.94 23 BERGAMO-BG-VIA BORGO PALAZZO, 135 O 1,901,500.15 871,879.13 - 93,137.24 2,866,516.52 - - 1,716,874.34 1,149,642.18 24 BERGAMO-BG-VIA BORGO S.CATERINA, 6 O 921,346.04 693,858.54 - 86,848.23 1,702,052.81 - - 620,235.51 1,081,817.30 25 BERGAMO-BG-VIA D.L.PALAZZOLO 71 O 22,108,728.11 24,996,012.57 1,707,839.02 49,513,976.85 - - 30,949,219.79 18,564,757.06 12,170,593.62 294,388.88 701,397.15 26 BERGAMO-BG-VIA F.LLI CALVI, 9 O 16,163,671.59 4,232,571.42 1,061,498.67 19,357,819.67 - - 7,187,226.05 27 BERGAMO-BG-VIA GOMBITO, 2/C O 137,366.80 1,059,591.45 - 89,643.09 1,286,601.34 - - 683,791.72 602,809.62 28 BERGAMO-BG-VIA LEONE XIII, 2 O 28,537.26 448,491.84 - 43,188.08 520,217.18 - - 372,431.53 147,785.65 - 23,075.33 - 29 BERGAMO-BG-VIA LOCATELLI, 37 O 5,640.00 30 BERGAMO-BG-VIA MAT TIOLI, 69 O 608,963.45 628,076.80 - 57,693.81 1,294,734.06 - 1,221,161.76 - 30,955.49 3,207,183.99 4,560.00 1,196,116.50 31 BERGAMO-BG-VIA SAN BERNARD INO,96 O 1,955,066.74 32 BERGAMO-BG-VIA TIRABOSCHI, 57 O 4,560.00 33 BESOZZ O-VA-VIA XXV APRILE, 24 O 137,252.44 694,784.05 34 BESOZZ O-VA-VIA XXV APRILE, 77 O 513,204.39 349,551.60 35 BIELLA-BI-VIA SAURO, 2 O 652,786.99 662,729.30 36 BISUSCHIO-VA-VIA MAZZINI, 28 O 171,346.39 258,221.79 - - - - - - 364,080.01 324,324.01 62,116.88 - 5,640.00 - 0.06 - 696.54 4,943.40 - 500,887.05 793,847.01 - - 1,956,536.69 1,250,647.30 - - 519.84 4,040.16 - - 572,336.52 623,779.98 266,820.01 111,233.86 1,298,313.86 - - 1,031,493.85 189,245.32 1,188,387.85 - - 552,318.95 636,068.90 78,995.63 508,563.81 - - 218,196.66 290,367.15 175,892.65 686,122.09 - 37 BOLOGNA-BO-VIA REPUBBLICA, 29 O 840,896.42 21,118.32 - 38 BOLTIERE-BG-PIAZZA IV NOVEMBRE, 14 O 287,605.68 158,268.69 - 82,590.04 39 BREMBILLA-BG-VIA LIBERT A' , 25 O 648,972.22 361,575.07 - 58,264.25 40 BRESCIA-BS-VIA BREDINA, 2 O 2,685.58 463,764.42 - 32,789,671.20 - 528,464.41 1,068,811.54 466,450.00 - - 182,149.97 503,972.12 1,033.41 - 166,551.69 360,879.31 - - 976,083.94 92,727.60 84,911.38 - 84,479.83 297,058.79 10,951,720.75 - 18,607,666.01 38,540,423.87 41 BRESCIA-BS-VIA CEFALONIA, 62 O 13,406,697.93 - - 46,196,369.13 42 BRESCIA-BS-VIA CIPRO, 54 O 6,760,711.43 - - - 6,760,711.43 - - 3,049,120.64 3,711,590.79 43 BRESCIA-BS-VIA CODIGNOLE O 3,885,969.63 - - - 3,885,969.63 - - 1,674,751.29 2,211,218.34 1,064,556.90 44 BRESCIA-BS-VIA CROCIFISSA ROSA, 1 O 7,117.05 - - 1,572,178.80 1,579,295.85 - - 514,738.95 45 BRESCIA-BS-VIA F ARFENGO, 65 O 2,369.50 - - 710,185.73 712,555.23 - - 288,703.37 423,851.86 46 BRESCIA-BS-VIA GABRIELE ROSA, 71 O 154.94 468,576.65 209,903.95 - 178,139.76 500,495.78 4,661,112.30 570,801.35 92,247.11 468,731.59 47 BRESCIA-BS-VIA GRAMSCI, 39 O 3,063,806.23 11,030,406.06 - 10,096,148.45 48 BRESCIA-BS-VIA SOLDINI, 25 O 41,987.95 1,401,996.05 - - 14,757,260.75 1,443,984.00 855,912.55 - - 920,866.75 1,379,029.80 49 BRESCIA-BS-VIA T RENTO, 5/7 O 797,240.86 6,950,467.87 - - 7,747,708.73 - 193,239.03 - 3,133,736.54 4,420,733.16 50 BRESCIA-BS-VIA VITTORIO EMANUELE, 60 O 1,370,137.16 91,200.25 - 35,262.39 1,496,599.80 - - 497,120.69 999,479.11 51 BRIGNANO GERA D'AD DA-BG-PIAZZA MONSIGNOR D ONINI, 1 O 621,767.52 604,977.47 - 220,865.61 1,447,610.60 - - 882,620.57 564,990.03 52 BULCIAGO-LC-VIA DON DAVIDE CANALI, 33/35 O 63,891.84 456,650.05 53 BUSTO ARSIZIO-VA-P.ZZA S.GIOVAN NI, 3/A O 3,364,165.32 5,333,880.25 54 BUSTO ARSIZIO-VA-VIA FOSCOLO, 10 O 2,116,377.81 703,886.44 55 BUSTO ARSIZIO-VA-VIA MAGENTA, 64 O 640,220.64 321,366.12 56 BUSTO ARSIZIO-VA-VIALE CADORNA, 4 O 2,228,244.91 775,192.51 57 CAIRATE-VA-VIA MAZZ INI, 13 O 142,562.37 244,680.85 58 CALCIO-BG-VIA P. GIOVANNI XXIII, 153 O 529,561.96 187,376.66 1,364,348.30 38,728.74 316,367.18 - 307* 70,450.65 590,992.54 - - 264,516.85 326,475.69 808,210.12 10,870,603.99 - - 5,458,232.32 5,412,371.67 273,859.89 - 1,348,372.22 1,423,739.30 225,707.16 3,045,971.41 - 143,461.10 856,854.40 - - 482,437.04 374,417.36 196,879.35 3,200,316.77 - - 1,836,137.92 1,364,178.85 102,490.01 806,100.41 - - 627,973.04 178,127.37 80,100.81 797,039.43 - - 410,111.55 386,927.88 UBI Banca - Notes to the Financial Statements (contd.) Owned/ L eased Location Investments Revaluations by law Revalu ations by mergers 59 CALOLZIOCORT E-LC-P.Z ZA V.VENETO, 18/A O 1,127,737.41 353,193.48 - 60 CALUSCO D ADDA-BG-VIA V. EMANUELE, 35 O 584,456.68 452,869.26 Revaluations o n F.T.A. - Gross amo unts Other changes Accum. Depr. Carrying amo unts 309,382.40 1,171,548.49 - - 456,201.54 715,346.95 - 94.71 1,037,420.65 - - 445,926.74 591,493.91 - - 381,097.52 364,363.60 275,425.14 - 513,343.90 369,313.56 1,727,731.11 215,862.04 61 CANN OBIO-VB-VIA UMBERTO I, 2 O 112,620.89 241,425.16 - 391,415.07 745,461.12 62 CANT ELLO-VA-VIA TURCONI, 1 O 789,611.84 272,664.26 - 95,806.50 1,158,082.60 - 63 CARAVAGGIO-BG-PIAZ ZA GARIBALD I, 1 O 672,002.20 1,093,316.87 - 178,274.08 1,943,593.15 - - 64 CARD ANO AL CAMPO- VA-VIA G. DA CARDANO, 19 O 498,905.46 118,232.07 684,246.62 177,995.50 1,479,379.65 - - 686,187.76 793,191.89 65 CARONNO PERTUSELLA-VA-VIA ROMA, 190 O 1,094,866.17 248,746.12 495,118.52 273,819.79 2,112,550.60 - - 895,497.31 1,217,053.29 519,635.84 66 CARVICO-BG-VIA EUROPA UNITA , 3 O 1,108,279.50 521,112.70 - 115,687.56 1,745,079.76 - - 1,225,443.92 67 CASAZZA-BG-STR.N AZ.DEL TONALE,92 O 235,154.76 666,007.04 - 112,689.37 1,013,851.17 - - 914,851.60 98,999.57 68 CASORAT E SEMPIONE-VA-VIA MILANO, 17 O 619,750.32 150,867.79 123,011.05 960,317.37 - - 521,606.69 438,710.68 69 CASSAN O D AD DA-MI-VIA MILANO, 14 O 1,259,734.57 1,083,226.98 - 398,243.13 2,741,204.68 - - 2,230,471.81 510,732.87 70 CASSINA DE PECCHI-MI-VIA CARDUCCI, 74 O 3,873.43 6,774.52 - 3,397.03 14,044.98 - - 11,796.71 2,248.27 71 CASSINA DE PECCHI-MI-VIA MATTEOT TI, 2/4 O 799,800.49 587,516.32 - 5,038.89 1,392,355.70 - - 590,064.79 802,290.91 833,494.70 - - 304,619.48 528,875.22 53.10 - 457,757.00 55,255.54 1,150,103.10 599,867.51 - 66,688.21 72 CASTEL MELLA-BS-VIA QUINZANO, 80/A O 660,764.26 - 172,730.44 73 CASTIONE DELLA PRESOLANA-BG-VIA MANZONI, 20 O 79,418.46 365,664.10 - 67,983.08 74 CASTRONNO-VA-VIA ROMA, 51 O 614,570.96 801,314.36 - 334,085.29 513,065.64 1,749,970.61 - - 75 CENE-BG-VIA V.VENETO, 9 O 231,970.33 737,520.91 - 159,197.12 1,128,688.36 - - 898,046.65 230,641.71 76 CERMENATE-CO- VIA MATTEOTTI, 28 O 1,482,116.60 1,138,872.31 - 312,228.24 2,933,217.15 - - 1,865,135.97 1,068,081.18 77 CESANO MAD ERNO-MI- VIA CONCILIAZ IONE, 28 O 813,616.21 91,949.55 - 294,942.43 610,623.33 - - 179,060.77 431,562.56 78 CHIARI-BS-VIA BETTOLINI, 6 O 1,266,771.26 1,885,202.58 - 490,849.50 3,642,823.34 - - 1,572,719.17 2,070,104.17 137,242.00 - - 79 CHIUDUNO-BG-VIA C.BAT TIST I, 1 O 360,882.78 519,549.12 - 175,302.89 1,055,734.79 - 80 CINISELLO BALSAMO-MI-VIA LIBER TA', 68 O 445,533.64 35,806.58 - 33,290.05 514,630.27 - - 357,310.02 561,182.77 - 156,578.17 358,052.10 199,229.80 81 CISANO BERGAMASCO-BG-VIA PASCOLI, 1 O 200,764.42 1,124,656.71 82 CISLAGO-VA-VIA IV NOVEMBRE, 250 O 794,801.88 28,545.63 83 CITTIGLIO- VA-VIA VALCUVIA, 19 O 175,448.37 501,776.79 84 CLUSONE- BG-VIA VERDI, 3 O 812,026.26 1,271,882.54 - 256,029.95 2,339,938.75 - - 2,039,717.92 300,220.83 85 CODOGNO-LO-VIA VITTORIO EMANUELE, 35 O 603,971.83 1,514,031.18 - 479,316.49 2,597,319.50 - - 2,061,604.57 535,714.93 500,822.70 - 192,632.03 1,518,053.16 - - 1,318,823.36 187,600.37 1,136,569.84 - - 444,946.16 691,623.68 119,189.29 796,414.45 - - 521,786.98 274,627.47 86 COLERE-BG-VIA GIOVANNI XXIII, 33 O 23,218.93 210,357.59 - 40,918.81 274,495.33 - - 240,484.05 34,011.28 87 COMER IO-VA-VIA AL LAGO, 2 O 1,243,671.64 675,712.57 - 229,671.70 2,149,055.91 - - 1,635,164.73 513,891.18 88 COMO-C O-VIA ALDO MORO, 46/48 O 758,223.64 89 COMO-C O-VIA CATTANEO, 3 O 465,143.48 2,441,785.01 - - - 775,298.65 320,220.71 1,078,444.35 - - 378,219.97 700,224.38 247,088.45 2,659,840.04 - - 1,791,009.92 868,830.12 3,526,790.41 90 COMO-C O-VIA GIOVIO, 4 O 2,259,909.73 5,116,802.76 863,028.37 9,015,039.51 - - 5,488,249.10 91 COMUN NUOVO-BG-VIA C.BAT TISTI, 3 O 182,746.11 47,517.62 - 36,807.08 267,070.81 - - 111,572.87 155,497.94 92 CONCESIO-BS-VIALE EUROPA, 183 O 1,995,092.87 582,587.76 - 289,026.46 2,866,707.09 - 3,959.24 - 2,073,025.50 789,722.35 93 CORNAREDO-MI-PIAZZ A LIBERT A' , 62 O 856,302.43 17,667.41 - - 375,797.67 498,172.17 - - 151,341.62 346,830.55 94 CORNATE D AD DA-MI-VIA CIRCONVALLAZ IONE, 12 O 362,726.51 109,589.60 - - 9,234.77 463,081.34 - - 240,622.00 222,459.34 95 CORSICO-MI-VIA LIBERAZIONE, 26/28 O 959,229.16 73,217.47 - 97,630.25 1,130,076.88 - - 436,760.16 693,316.72 96 COSSATO-BI-VIA PAJETTA O 58,454.65 179,362.97 - 53,640.83 291,458.45 - - 106,448.32 185,010.13 338,642.27 97 COSTA VOLPINO-BG-VIA NAZION ALE, 150 O 266,835.41 997,084.61 - 191,717.85 1,455,637.87 - - 1,116,995.60 98 CREMONA-CR-VIA GIORDANO, 9/21 O 715,645.83 33,603.51 - 234,382.24 983,631.58 - - 371,574.87 612,056.71 99 CUNARDO-VA-VIA LUINESE, 1 O 1,019,742.55 376,413.10 - 299,283.76 1,695,439.41 - - 1,116,906.35 578,533.06 100 CURNO- BG-LARGO VITTORIA, 31 O 797,649.45 85,343.51 - 101 CUVEGLIO-VA-VIA BATT AGLIA SAN MARTINO, 50 O 1,025,757.29 618,677.66 - 102 CUVIO-VA- VIA MAGGI, 20 O 342,956.37 18,785.28 103 DALMINE-BG-VIA BUTT ARO N.2 O 2,398,327.05 1,211,238.38 249,427.23 - 63,323.21 - 191,881.54 946,316.17 - 25,923.20 - 361,162.55 559,230.42 923,794.63 528,758.78 1,452,553.41 - - 43,584.53 654,753.41 - - 299,345.07 355,408.34 252,983.38 3,862,548.81 - - 1,779,072.03 2,083,476.78 - - 1,630,941.10 202,867.65 3,379.06 - 2,423,606.40 2,342,687.14 104 DARF O BOARIO TERME-BS-PIAZ ZA LORENZ INI, 6 O 626,383.13 1,038,400.90 - 169,024.72 1,833,808.75 105 DESIO- MI-VIA MATTEOTTI, 10 O 3,950,832.89 408,994.01 - 409,845.70 4,769,672.60 - 106 ERBA-CO-VIA LEOPARDI, 7/E O 1,483,898.86 186,267.51 219,792.83 1,889,959.20 - - 1,008,327.65 881,631.55 107 FAGNANO OLONA- VA-PIAZZA CAVOUR, 11 O 129,505.30 222,872.16 757,263.46 121,805.53 1,231,446.45 - - 1,057,994.40 173,452.05 108 FERNO-VA-PIAZZ A DANTE, 7 O 1,756,904.10 230,927.71 92,520.46 760,879.63 - 1,002,505.08 384,138.80 109 FONT ANELLA- BG-VIA CAVOUR, 156 O 2,101.90 - - 110 FORMIGINE-MO-VIA GIARDINI SUD, 22 O 1,874,321.37 - - - 67,171.24 2,147,523.51 - 502,170.54 504,272.44 - 1,874,321.37 - - - 222,835.27 281,437.17 375,645.70 - 210,504.46 1,288,171.21 3,369,886.99 111 GALLARATE-VA-VIA MANZONI N. 12 O 2,619,953.52 1,645,212.28 1,342,766.34 528,620.53 6,136,552.67 - - 2,766,665.68 112 GALLARATE-VA-VIA MARSALA, 34 O 422,744.00 59,140.47 19,507.33 86,736.48 588,128.28 - - 343,065.39 245,062.89 113 GALLARATE-VA-VIA VARESE, 7A O 342,012.52 97,202.49 298,506.02 115,441.18 853,162.21 - - 345,735.76 507,426.45 885,805.14 242,201.51 1,949,461.77 - 114 GANDINO-BG-VIA BAT TIST I, 5 O 821,455.12 115 GARBAGNAT E MILANESE-MI-VIA J. F. KENNEDY, 3 O 1,369,074.76 116 GAVIRATE-VA-P.ZZA LIBERTA' O 300,612.42 1,411,845.75 989,682.45 308* 293,983.71 - 1,515,184.66 434,277.11 1,369,074.76 - 43,257.09 - 219,646.67 1,106,171.00 2,996,124.33 - 7,545.52 - 1,639,340.00 1,349,238.81 UBI Banca - Notes to the Financial Statements (contd.) Revaluations by law Revalu ations by mergers Revaluation s o n F.T.A. 117 GAZZADA SCHIANNO-VA-VIA ROMA, 47/B O Owned/ L eased 832,764.66 719,147.70 178,009.15 309,902.21 2,039,823.72 - - 1,329,478.77 118 GAZZANIGA-BG-VIA MARCONI, 14 O 820,947.13 451,394.50 435,364.90 156,404.94 1,864,111.47 - - 1,733,795.10 130,316.37 119 GENOVA-GE-VIA FIESCHI, 11 O 1,994,025.48 4,261,950.88 - 423,268.23 5,832,708.13 - - 3,137,953.43 2,694,754.70 120 GENOVA-GE-VIA MERANO, 1/A NERO O 204,642.60 341,265.06 - 121 GOR GONZ OLA-MI-PIAZZA CAGNOLA -VIC OLO CORRIDONI O 1,453,314.91 122 GOR LA MAGGIORE-VA-VIA G.VERDI, 2 O 1,537,138.82 123 GOR LAGO-BG-PIAZZA GREGIS, 12 O 303,550.52 456,798.52 - 114,232.45 124 GRASSOBBIO-BG-VIALE EUROPA, 8/B O 40,681.09 281,919.10 - 69,128.64 125 GRUMELLO DEL MONTE-BG-VIA MART IRI D. LIB.14 O 261,723.81 923,153.28 - 126 IN DUNO OLONA-VA-VIA POR RO, 46 O 275,273.42 672,530.58 127 ISPRA-VA-VIA MAZZINI, 5 O 595,811.07 185,352.30 128 JERAGO CON ORAGO-VA- VIA MATTEOTTI, 15 O 1,806,065.06 129 LAINATE-MI-VIA GARZOLI, 17/19 O 213,013.71 729,733.26 - 93,378.46 130 LAVENA PONT E T RESA-VA-PIAZZA GRAMSCI, 8 O 479,992.49 686,229.36 - 243,450.02 131 LAVENO-MOMBELLO-VA-VIA LABIENA, 51/53 O 503,572.34 359,912.42 132 LECCO-LC-CORSO MATT EOTTI, 3 O 6,206,082.91 4,274,614.11 - 133 LEFFE-BG-VIA G. MOSCON I, 1 O 842,808.10 1,218,140.03 134 LEGGIUNO-VA-VIA BERNAR DONI, 9 O 113,091.98 382,146.88 135 LEGNANO-MI-VIA TOSELLI, 68 O 49,184.24 6,097.36 136 LEGNANO-MI-VIA TOSELLI, 74 O 1,547,863.61 137 LODI-LO-VIA DALMAZIA O 14,107.33 11,551.50 - 138 LODI-LO-VIA IN CORONATA, 12 O 657,248.12 2,503,863.52 - Location Investments - - - - 97,097.39 - - Other changes Accum. Depr. Carrying amo unts 710,344.95 643,005.05 - 11,855.68 - 185,672.31 445,477.06 1,453,314.91 - 166,924.24 - 240,211.63 1,046,179.04 - 461,717.59 765,647.97 5,552.53 - 384,194.85 484,834.11 391,728.83 - - 154,806.88 236,921.95 195,143.44 1,380,020.53 - - 690,818.00 689,202.53 99,900.50 103,501.46 1,151,205.96 - - 574,906.24 576,299.72 394,460.51 89,054.07 1,264,677.95 - - 1,030,657.72 234,020.23 1,806,065.06 - 188,604.87 - 188,724.40 1,428,735.79 1,036,125.43 - 1,712.17 - 532,011.31 502,401.95 1,225,630.63 184,041.24 - 309,773.26 Gross amo unts - 335,418.52 1,227,365.56 874,581.49 - 1,409,671.87 - - - 116,849.91 1,315,753.19 - - 903,894.82 411,858.37 2,777,915.51 7,702,781.51 - - 4,029,773.48 3,673,008.03 - 229,772.41 2,290,720.54 - - 1,133,053.13 1,157,667.41 - 144,671.95 639,910.81 - - 574,260.75 65,650.06 - 9,805.63 65,087.23 - - 27,198.87 37,888.36 10,289.21 - 894,497.90 909,237.71 - 92,504.76 173,656.45 - 2,658.05 23,000.78 - - 8,367.33 14,633.45 704,483.27 3,865,594.91 - - 1,408,855.81 2,456,739.10 122,877.00 1,136,814.32 - 499,841.19 619,889.99 269,282.57 1,846,044.09 - - 1,199,407.48 646,636.61 139 LONATE POZZOLO-VA-PIAZZA MAZZ INI, 2 O 580,176.48 102,307.16 140 LOVERE-BG-VIA TADINI, 30 O 703,360.10 873,401.42 141 LUGANO PIAZZA RIFORMA, 2 / 3 O 26,103,661.84 142 LUINO-VA-VIA PIERO CHIARA, 7/9 O 806,712.56 6,827,496.32 143 LUINO-VA-VIA V.VENETO, 6/A-B O 694,194.68 1,561,186.53 144 LURAT E CACCIVIO-CO-VIA VARESINA, 88 O 354,367.67 427,340.22 145 MADON E-BG-VIA PAPA GIOVAN NI XXIII, 44 O 517,290.07 782,374.32 146 MALNATE-VA- P.ZZA REPUBBLICA / ANG. VIA GARIBALDI O 2,097,965.27 147 MANERBIO-BS-VIA D.ALIGHIERI, 5 O 922,839.19 1,258,583.13 - 276,298.29 2,457,720.61 - - 148 MARCHIROLO-VA-PIAZZA BORASIO, 12 O 189,792.52 155,883.17 - 52,498.93 398,174.62 - - 224,510.70 173,663.92 149 MARIANO COMENSE-CO-CORSO BRIANZA, 20 O 343,167.69 168,668.17 94,789.87 109,942.77 716,568.50 - - 348,669.71 367,898.79 150 MARNATE-VA-VIA DIAZ ANGOLO VIA GENOVA O 541,275.04 481,053.04 476,251.61 231,863.71 1,730,443.40 - - 772,571.51 957,871.89 151 MARTINENGO-BG-VIA PINETTI, 20 O 757,998.73 409,405.14 221,210.88 1,388,614.75 - - 517,347.12 871,267.63 152 MILANO - P.ZZA TOMMASEO O 70,128.45 70,128.45 - - 35,891.21 34,237.24 153 MILANO-MI-CORSO EUROPA 16 O 4,131,655.19 7,638,500.83 154 MILANO-MI-CORSO EUROPA 20 O 2,249,835.90 26,254,884.08 155 MILANO-MI-CORSO ITALIA, 20-22 O 4,359,275.73 9,549,009.54 156 MILANO-MI-P.LE ZAVATTARI, 12 L 30,165,849.87 157 MILANO-MI-P.ZZA 5 GIORNATE, 1 O 1,831,351.82 158 MILANO-MI-P.ZZA TOMMASEO O 159 MILANO-MI-PIAZZA PIOLA, 8 O 160 MILANO-MI-VIA BIONDI, 1 O 513,505.96 306,102.04 161 MILANO-MI-VIA BOCCACCIO, 2 O 3,676,015.70 10,309,603.00 - 162 MILANO-MI-VIA BOCCHETT O, 13/15 O 865,905.80 5,932,491.44 - 163 MILANO-MI-VIA BORGOGNA, 2/4 O 1,207,723.22 5,160,001.56 - 164 MILANO-MI-VIA BUONARROTI, 22 O 2,732,186.32 7,621,838.92 165 MILANO-MI-VIA CIRO MENOTTI, 21 O 345,373.51 1,260,180.31 166 MILANO-MI-VIA DELLA MOSCOVA, 38 O 814.79 773,378.70 167 MILANO-MI-VIA DELLA MOSCOVA, 40/1 O 744,949.97 168 MILANO-MI-VIA F. LON DONIO, 29 O 498.26 22,897.12 - 169 MILANO-MI-VIA G.B. GR ASSI, 89 O 1,335,715.77 1,003,435.40 - 822,473.03 - - - 2,752,151.53 O 1,041,947.88 1,104,882.62 18,244,046.86 7,663,576.59 358,038.13 O 433,495.98 174 MILANO-MI-VIA PADOVA, 97 O 1,475,906.60 26,103,661.84 - - 1,085,333.49 25,018,328.35 8,333,476.62 - - 7,176,153.97 1,157,322.65 132,928.82 2,597,835.91 - - 1,308,433.37 1,289,402.54 - 169,535.24 951,243.13 - - 440,391.75 510,851.38 - 133,981.12 1,433,645.51 - - 1,257,318.29 176,327.22 327,024.71 1,583,274.64 1,873,172.86 584,547.75 209,525.88 - 1,348,271.97 - - - - 2,097,965.27 - 187,665.92 - - 20,342,420.20 32,112,576.22 - - 8,236,009.99 23,876,566.23 - 22,223,555.42 50,728,275.40 - - 21,642,628.72 29,085,646.68 2,756,830.82 11,175,727.92 - - 3,464,106.17 7,711,621.75 30,165,849.87 - - 3,486,301.89 26,679,547.98 1,054,390.58 3,529,112.77 - - 1,146,852.61 2,382,260.16 57,699.20 57,699.20 - - 10,482.74 47,216.46 219,305.77 603,167.26 - - 126,024.82 477,142.44 24,273.47 - - - - 17,083.14 - 699,267.74 - O O - - 171 MILANO-MI-VIA MANZONI, 7 172 MILANO-MI-VIA MASCAGNI - - 170 MILANO-MI-VIA LOVANIO, 5/A 173 MILANO-MI-VIA MONTE SANTO, 2 331,453.68 1,814,024.82 - - - 1,446,378.73 - - 1,248,828.77 - 16,408,125.98 - 117,038.27 2,148,948.46 6,443,734.30 20,429,353.00 82,710.40 - - 660,304.29 1,571,354.57 3,551,621.91 16,877,731.09 2,206,788.22 4,591,609.02 - - 849,701.60 3,741,907.42 1,139,105.37 7,506,830.15 - - 2,057,227.68 5,449,602.47 23,105.47 10,377,130.71 - - 4,612,331.33 5,764,799.38 649,000.47 2,205,382.12 - - 717,378.60 1,488,003.52 164,604.51 609,588.98 - - 137,623.57 471,965.41 446,501.39 1,191,451.36 - - 179,802.87 1,011,648.49 357,837.60 23,395.38 2,696,988.77 22,340.95 - - 6,107.24 39,629.09 1,444,411.20 1,252,577.57 25,364.28 2,172,194.78 - - 333,747.52 1,838,447.26 2,768,353.06 45,084,102.49 - - 6,643,875.95 38,440,226.54 - 431,830.01 789,868.14 - - 201,288.70 588,579.44 - 155,902.36 1,937,670.31 - - 245,338.14 1,692,332.17 - 737.27 211,219.65 - 362,438.29 902,985.93 309* 1,476,643.87 - UBI Banca - Notes to the Financial Statements (contd.) Owned/ Leased Location Investments Revaluations by law Revalu ations by mergers 175 MILANO-MI-VIA ROSELLINI, 2 O 899,366.97 1,457,082.17 - 176 MILANO-MI-VIA SAFFI, 6/5 ANG. VIA MONTI O 5,245,633.96 94,749.53 - 177 MILANO-MI-VIA SECCHI, 2 O 2,524,472.54 166,836.60 - 178 MILANO-MI-VIA SOLFERINO, 23 O 1,601,524.88 179 MILANO-MI-VIA STARO, 1 O 130,223.14 180 MILANO-MI-ZURETTI, 1 O 181 MONCALIERI-TO-STRADA VILLASTELLONE, 2 Revaluations o n F.T.A. - Gross amo unts Other changes Accum. Depr. Carrying amo unts 577,230.31 2,933,679.45 - - 1,039,931.08 1,893,748.37 44,947.36 5,295,436.13 - - 1,018,353.54 4,277,082.59 750,318.11 3,441,627.25 - - 790,602.19 2,651,025.06 - - 1,601,524.88 - 3,945.68 - 30,091.60 1,567,487.60 325,338.70 - - 455,561.84 78,550.03 - 200,104.13 334,007.74 5,637.45 100,385.65 - - 106,023.10 35,143.69 - 39,408.14 101,758.65 O 727,294.60 55,323.18 445,620.38 411,797.72 182 MONZA-MI- PIAZZA GIUSEPPE CAMBIAGHI, 1 O 3,001,925.00 183 MONZA-MI- VIA BORGAZZI, 83 O 4,882,395.79 3,588,165.85 192,786.22 - - 184 MORNAGO-VA-VIA CELLINI - ANGOLO VIA CARUGO O 126,637.16 185 NAPOLI-NA-VIA SANTA BRIGIDA, 62/63 O 1,864,197.10 186 NEMBRO-BG-PIAZZA DELLA LIBERTA' O 2,134,739.10 4,450.27 187 NOVA MILANESE-MI-VIA BRODOLINI, 1 O 966,654.63 500,577.80 188 NOVARA-NO-CORSO DELLA VIT TORIA, 1 O 2,216,624.18 688,842.81 - 189 NOVARA-NO-LARGO DON MINZONI, 1 O 3,194,684.75 93,250.95 190 NOVARA-NO-VIA SOLFERINO O 173,529.51 23,971.12 191 OLGIATE OLONA-VA-VIA MAZ ZINI, 54/56 O 325,724.31 236,897.41 226,056.58 - - 434,080.23 - 151,256.26 857,418.10 924,667.17 2,077,257.83 220,444.43 8,691,006.07 - - - - - 515,344.66 1,561,913.17 30,031.32 - 5,034,998.11 3,625,976.64 99,704.06 853,207.67 - - 751,560.60 101,647.07 69,102.26 1,933,299.36 - - 346,571.82 1,586,727.54 - - 1,321,879.72 1,149,249.11 46,900.36 - 986,040.88 1,692,691.17 - 1,216,503.59 1,393,707.86 2,039,613.70 331,939.46 2,471,128.83 527,419.10 2,725,632.41 - - 295,255.54 2,610,211.45 - 152,046.45 - 730,980.88 - 203,461.37 3,236,520.78 - - 1,196,907.08 - 66,836.42 130,664.21 - - 56,106.71 74,557.50 206,371.83 - 69,769.81 699,223.74 - - 321,480.46 377,743.28 - 192 ORIGGIO-VA-VIA REPUBBLICA 10 O 494,816.12 47,520.35 - 71,405.65 613,742.12 - - 279,410.08 334,332.04 193 ORZINUOVI-BS-P.ZA V.EMANUELE, 31/33 O 681,328.53 307,827.14 - 111,612.08 1,100,767.75 - - 421,284.00 679,483.75 194 OSIO SOTTO-BG-VIA CAVOUR, 2 O 788,885.09 755,038.69 - 266,698.76 1,810,622.54 - - 833,837.96 976,784.58 195 OSPIT ALETTO-BS-VIA M.D.LIBERTA' , 27 O 2,085,732.69 768,771.35 - 326,047.27 3,180,551.31 - - 2,148,215.33 1,032,335.98 196 PALADINA-BG-VIA IV NOVEMBRE, 13 O 331,135.18 408,403.74 - 73,903.02 813,441.94 - - 752,335.21 61,106.73 197 PALAZZOLO SULL OGLIO-BS-PIAZZA ROMA, 1 O 350,073.67 1,388,091.49 - 180,356.07 1,918,521.23 - - 1,028,361.46 890,159.77 198 PAVIA-PV-PIAZZA DUOMO, 1 O 446,217.06 588,387.60 - 553,293.40 1,587,898.06 - - 662,325.83 925,572.23 199 PAVIA-PV-VIA MONTEBELLO DELLA BATTAGLIA, 2 O 444,869.33 955,931.86 - 1,038,088.80 2,438,889.99 - - 1,676,278.97 762,611.02 200 PERUGIA-PG-VIA DEI FILOSOFI, 36 O 151,589.80 148,860.67 - 6,965.21 201 PIACENZA-PC -VIA VERDI, 48 O 3,550,621.14 1,730,724.78 - 649,858.93 202 PIAZZA BREMBANA-BG-VIA BELOT TI, 10 O 333,259.42 241,400.70 203 POGGIO RUSC O-MN-VIA TRENT O E TRIESTE, 9 O 1,772,102.39 1,314,622.43 - 204 PONTE NOSSA-BG-VIA G. FRU A, 24 O 680,063.69 393,984.57 205 PONTE SAN PIET RO-BG-P.ZZ A SS.PIETRO E PAOLO, 19 O 1,405,541.59 1,561,117.33 317,125.98 - 307,415.68 5,931,204.85 37,716.72 - - 77,013.53 192,685.43 3,335,481.42 2,595,723.43 75,771.40 650,431.52 - - 473,843.24 176,588.28 384,094.82 4,541,209.25 - 6,863.42 - 2,320,546.74 2,213,799.09 - 132,516.89 1,206,565.15 - - 905,150.65 301,414.50 - 345,879.38 3,312,538.30 - - 2,003,948.25 1,308,590.05 99,863.59 788,615.28 - - 310,392.43 478,222.85 701,416.00 - - 121,293.81 580,122.19 606,844.35 - 224,803.02 525,489.19 1,070,389.61 206 PONTERANICA-BG-VIA PONTESECCO, 32 O 371,625.71 207 PONTIDA-BG-VIA LEGA LOMBARDA, 161 O 701,416.00 208 PORTO C ERESIO-VA-VIA ROMA, 2 O 1,014,941.17 161,518.28 - 180,677.11 1,357,136.56 - 209 RANICA-BG-PIAZZA EU ROPA, 2 O 79,928.46 726,162.49 - 126,700.02 932,790.97 - - 756,520.76 176,270.21 210 RAPALLO-GE-VIA DIAZ, 6 O 45,351.56 522,555.39 - 135,054.40 702,961.35 - - 199,604.69 503,356.66 211 REZZATO-BS-VIA EUROPA, 5 O 58,757.17 572,633.99 - 139,925.69 771,316.85 - - 305,978.70 465,338.15 212 ROMA-RM-CORSO VITTORIO EMANUELE, 25/27 O 1,542,739.99 1,914,853.11 - 378,063.56 3,079,529.54 - - 843,181.94 2,236,347.60 213 ROMA-RM-VIA DEI CROCIFER I, 44 O 12,160,249.72 18,111,353.67 - 3,862,345.24 34,133,948.63 - - 3,657,704.74 30,476,243.89 214 ROMA-RM-VIALE DELLE PROVINCIE, 34/36 O 1,391,883.25 356,529.88 1,035,353.37 - - 129,237.88 906,115.49 215 ROMAN O DI LOMBARDIA-BG-VIA TADINI, 2 O 666,927.28 573,922.63 - 192,184.07 1,433,033.98 - - 600,533.59 832,500.39 216 ROSASCO-PV-VIA ROMA, 4 O 42,352.68 293,806.91 - 467,297.63 803,457.22 - - 682,815.93 120,641.29 217 ROVELLASCA-CO-VIA VOLTA, 1 O 2,207.70 - 638,358.20 640,565.90 - - 292,156.49 348,409.41 218 ROVETTA-BG-VIA TOSI, 13 O 828,169.69 - 76,516.13 1,348,260.21 - 91.89 - 1,220,704.56 127,463.76 219 ROZZANO-MI-P.ZZ A BERLINGUER, 6 O 874,314.34 - - 220 ROZZANO-MI-VIALE LOMBARDIA, 17 O 851,954.35 - - 221 SAN GIOVANNI BIANCO-BG-V MARTIRI DI CAN TIGLIO, 19 O 356,940.74 222 SAN GIULIANO MILANESE-MI-VIA F.LLI CERVI, 31 O 687,797.88 - - 443,574.39 541,085.49 - - - - - - - - 281,840.27 1,156,154.61 - - 374,424.48 781,730.13 334,236.66 517,717.69 - - 141,990.46 375,727.23 125,156.92 1,023,183.15 - - 406,958.06 616,225.09 - - 286,795.29 401,002.59 - - 120,664.13 280,338.46 - - 218,375.97 860,085.36 - - 249,402.25 610,683.11 295,448.06 - 603,731.85 81,636.71 223 SAN LAZZARO DI SAVENA-BO-VIA EMILIA, 208 O 1,078,461.33 224 SAN PAOLO-BS-VIA MAZZINI, 60 O 731,503.50 208,477.41 - 40,835.71 225 SAN PELLEGRINO T ERME-BG-VIA SAN CARLO, 3 O 306,129.17 310,504.84 - 107,525.92 724,159.93 - - 299,464.78 424,695.15 226 SAN ZENO NAVIGLIO-BS-VIA TITO SPERI, 1 O 579,652.34 1,020,574.43 - 260,257.44 1,860,484.21 - 326.85 - 1,480,562.63 379,594.73 227 SANT OMOBONO T ERME-BG-VIA ALLE F ONTI, 8 O 281,498.71 405,402.75 - 83,480.52 770,381.98 - - 559,563.87 210,818.11 228 SANTENA-TO-VIA CAVOUR, 43 O 605,388.24 194,215.54 27,222.83 936,879.67 - - 404,550.82 532,328.85 229 SARNICO-BG-PIAZZA UMBERTO I, 1 O 1,734,688.03 1,600,442.38 265,926.35 3,069,204.06 - 1,370.15 - 1,171,944.30 1,895,889.61 230 SARONNO-VA-VIA PIETRO MICCA, 10 O 3,080,462.42 1,991,266.58 628,253.71 7,314,724.29 - - 3,600,399.87 3,714,324.42 231 SARONNO-VA-VICOLO DEL CALDO, 30 O 85,747.78 28,842.22 - 19,484.48 134,074.48 - - 55,451.69 78,622.79 232 SCANZOROSCIATE-BG-VIA ROMA, 27 O 797,137.29 448,290.73 - 254,181.55 1,499,609.57 - 19,069.20 - 508,586.35 971,954.02 233 SCHILPAR IO-BG-VIA TORRI, 8 O 138,116.82 208,828.19 - 46,931.33 393,876.34 286,448.18 107,428.16 110,053.06 1,614,741.58 310* - 980,816.62 - - - UBI Banca - Notes to the Financial Statements (contd.) Ubic a zio ne P ro p./ Le a s ing Inv e s t m e nt s R e v a lua t io ns by la w 234 SERIA TE-B G-VIA LE ITA LIA , 24 O 1,177,828.79 821,983.40 235 SESTO CA LENDE-VA -V. XX SETTEM B RE,35/37 O 748,816.95 270,516.58 236 SOLA RO-M I-VIA M A ZZINI, 66 O 54,878.25 - R e v a lua t io ns by m e rge rs R e v a lua t io ns o n F .T .A . 420,566.91 - G ro s s a m o unt s O t he r c ha nge s A c c um . D e pr. C a rrying a m o unt s 267,309.26 2,267,121.45 - - 962,833.52 108,172.50 1,548,072.94 - - 904,882.41 643,190.53 712,670.75 767,549.00 - - 244,052.54 523,496.46 - - 871,247.69 758,160.74 557.76 - 875,389.12 728,349.58 - 167,486.53 202,609.04 673.83 - 1,065,444.76 618,671.79 596,609.76 595,797.16 188,927.62 237 SOLB IA TE A RNO-VA -VIA A .A GNELLI, 7 O 683,021.85 528,794.06 227,093.53 190,498.99 1,629,408.43 238 SONCINO-CR-VIA IV NOVEM B RE, 25 O 736,252.57 588,843.73 33,053.24 246,146.92 1,604,296.46 - 239 SOVERE-B G-VIA B A RONI, 5 O 71,367.17 249,196.76 - 49,531.64 240 SP IRA NO-B G-VIA DA NTE A LIGHIERI O 755,239.07 716,704.44 - 212,846.87 1,684,790.38 - 241 STEZZA NO-B G-VIA B ERGA M O, 1 O 24,087.68 1,008,464.25 - 159,854.99 1,192,406.92 - - 242 SUISIO-B G-VIA CA RA B ELLO P OM A , 31 O 406,362.37 102,674.03 303,688.34 - - 114,760.72 243 TA LEGGIO-B G-VIA ROM A , 63 O 112,461.72 64,696.88 - 33,085.92 210,244.52 - - 130,222.59 80,021.93 244 TA VERNOLA B ERGA M A SCA -B G-VIA ROM A , 12 O 157,047.45 253,070.33 - 70,647.08 480,764.86 - - 238,037.61 242,727.25 - - 245 TELGA TE-B G-VIA M ORENGHI, 17/A NG. VIA A RICI O 4,364.00 - 246 TORINO-TO-P .ZZA GRA N M A DRE DI DIO, 12/A O 1,178,105.85 - 247 TORINO-TO-P IA ZZA A DRIA NO, 5 O 754,099.91 248 TORINO-TO-VIA SA NTA TERESA , 9 O 18,100.00 249 TORINO-TO-VIA VITTORIO A LFIERI, 17 O 3,633,729.18 357,556.91 2,588,920.46 250 TORREVECCHIA P IA -P V-VIA M OLINO, 9 O 100,297.94 89,849.31 251 TRA DA TE-VA -VIA XXV A P RILE, 1 O 2,192,198.25 762,038.01 - - 370,095.57 - 1,304,287.93 637,617.50 641,981.50 - - 274,805.68 367,175.82 167,214.92 - 33,252.54 1,312,068.23 - - 358,246.07 953,822.16 497,391.39 - 8,031.06 1,601,017.15 - - 931,691.98 669,325.17 18,100.00 - - 312.71 17,787.29 6,399,611.82 - - 1,704,876.80 4,694,735.02 - - 1,131,012.86 797,883.38 954,050.68 61,796.04 251,943.29 - - 109,490.78 142,452.51 283,164.96 4,035,284.60 - - 1,744,776.67 2,290,507.93 252 TRA VEDONA -M ONA TE-VA -VIA ROM A , 1 O 507,774.94 356,284.64 - 117,739.77 253 TRESCORE B A LNEA RIO-B G-VIA LOCA TELLI, 45 O 1,407,196.75 467,598.45 - 95,299.34 1,970,094.54 - 254 TREVIGLIO-B G-VIA LE FILA GNO, 11 O 1,469,373.83 2,522,977.97 - 466,849.13 4,459,200.93 255 TREZZA NO ROSA -M I-VIA RA FFA ELLO SA NZIO, 13/S O 256,033.85 - 76,426.67 332,460.52 256 TREZZO SULL' A DDA -M I-VIA A .SA LA , 11 O 934,031.88 874,765.54 - 261,005.50 257 UB OLDO-VA -VIA R.SA NZIO, 46 O 700,119.32 536,698.70 258 URGNA NO-B G-VIA M A TTEOTTI, 157 O 22,637.86 372,725.77 259 VA RA NO B ORGHI-VA -VIA V.VENETO, 6 O 853,088.44 91,169.61 372,728.08 97,095.41 1,414,081.54 - 260 VA RESE-VA -P .ZZA IV NOVEM B RE, 1 O 672,607.28 178,911.63 512,895.22 86,340.01 1,450,754.14 - 66,779.14 - - 357,797.60 493,417.75 - 1,020,064.02 950,030.52 - - 1,896,686.85 2,562,514.08 - - 147,589.46 184,871.06 2,069,802.92 - - 945,293.19 1,124,509.73 19,028.67 1,322,625.83 - - 795,292.85 527,332.98 85,864.76 481,228.39 - - 146,199.01 335,029.38 169,070.71 - 537,059.19 707,951.64 - 709,244.49 741,509.65 5,641,569.00 6,483,073.10 2,683,802.46 981,799.35 - 130,584.00 - - 261 VA RESE-VA -P IA ZZA B A TTISTERO, 2 O 3,240,677.41 6,202,412.32 12,126,892.19 - 2,250.09 - 262 VA RESE-VA -VIA SA N M ICHELE, 6A O 170,613.65 29,531.55 31,849.23 6,314.07 238,308.50 - 263 VA RESE-VA -VIA V.VENETO, 2 O 10,548,887.36 9,982,212.99 7,526,419.21 657,192.43 28,714,711.99 264 VA RESE-VA -VIA VIRGILIO, 27 O 243,494.88 27,727.21 288,933.92 44,529.15 265 VA RESE-VA -VIA LE B ORRI, 155 O 613,259.07 13,123.48 513,063.75 57,651.89 1,197,098.19 - 370,764.64 87,417.85 604,685.16 - 119,300.85 119,007.65 26,972.25 - 11,780,379.94 16,961,304.30 - 253,094.64 351,590.52 3,337.83 - - 485,032.08 708,728.28 764,840.40 - - 677,772.33 87,068.07 368,000.00 30,840.02 - 121,733.75 277,106.27 266 VENEGONO INFERIORE-VA -VIA M A UCERI, 16 O 197,216.47 109,441.44 267 VENEZIA -VE-VIA CA P P UCCINA , 181 O 17,306.75 350,693.25 - 268 VERDELLO-B G-VIA CA STELLO, 31 O 918,201.39 238,867.12 - 37,285.63 1,194,354.14 - - 479,338.34 715,015.80 269 VERONA -VR-VIA CITTA ' DI NIM ES, 4/8 O 1,732,852.18 - 205,281.93 1,938,134.11 - - 509,097.90 1,429,036.21 270 VERTOVA -B G-VIA S.ROCCO, 37 O 309,206.19 - 106,370.89 1,008,152.85 - - 920,715.98 271 VESTONE-B S-VIA P ERLA SCA O 0.02 272 VIGEVA NO-P V-VIA DA NTE, 39 O 546,572.16 3,767,489.65 - 1,301,707.94 5,615,769.75 - - 3,121,962.05 2,493,807.70 273 VIGEVA NO-P V-VIA DE A M ICIS, 5 O 85,401.89 547,550.89 - 156,823.93 789,776.71 - - 510,829.23 278,947.48 274 VIGEVA NO-P V-VIA M A DONNA DEGLI A NGELI, 2 O 17,991.11 417,889.31 - 27,743.58 463,624.00 - - 240,323.99 223,300.01 275 VIGEVA NO-P V-VICOLO B A RB A VA RA , 5/7 O 1,127.43 108,977.93 - 47,002.63 157,107.99 - - 130,879.74 26,228.25 276 VIGGIU-VA -VIA CA STA GNA , 1 O 190,312.69 102,838.76 64,093.53 674,724.18 - - 600,140.82 74,583.36 277 VILLA D A DDA -B G-VIA FOSSA , 8 O 347,286.88 113,881.51 70,314.67 531,483.06 - - 261,002.51 270,480.55 592,575.77 - - - - - 317,479.20 - 87,436.87 207,750.01 O 590,531.45 1,584.54 - 155,685.88 370,855.02 O 733,939.16 443,868.55 - 173,443.41 1,351,251.12 - - 552,055.35 799,195.77 280 VILM INORE DI SCA LVE-B G-VIA P A P A GIOVA NNI XXIII, 2 O 13,236.10 237,793.28 - 43,752.95 294,782.33 - - 258,916.24 35,866.09 281 VIM ERCA TE-M I-VIA B . CREM A GNA NI, 20/A O 1,593,586.57 746,313.12 - 233,728.54 2,573,628.23 - - 1,365,009.89 1,208,618.34 282 VIM ERCA TE-M I-VIA GA RIB A LDI, 12 O 383,936.62 - - 2,102.49 - 240,837.61 283 VIM ERCA TE-M I-VIA TORRI B IA NCHE, 3 O 518,431.86 - - 37,604.00 284 VITERB O-VT-P .ZZA M A RTIRI D'UNGHERIA O 12,116,947.46 - - 285 VITERB O-VT-VIA B USSI, 19-21 O 22,915.22 181,605.46 - 286 ZOGNO-B G-VIA M .D.LIB ERTA ', 1 O 528,743.90 1,288,500.95 - 4 5 7 ,5 2 3 ,6 9 0 .7 2 4 3 6 ,5 9 9 ,5 6 1.16 - 528,125.44 - - 279 VILLONGO-B G-VIA B ELLINI, 20 311* 62,406.01 207,749.99 278 VILLA P OM A -M N-P IA ZZA M A ZZA LI, 7 5 0 ,17 8 ,7 4 4 .8 5 - 0.02 386,039.11 - 145,201.50 122.36 - 185,882.01 370,031.49 12,116,947.46 207,894.43 - 6,684,922.09 5,639,919.80 204,520.68 29,783.35 - 137,885.27 96,418.76 - 995,849.61 1,040,643.09 556,035.86 - 219,247.85 2,036,492.70 8 6 ,12 6 ,5 8 8 .8 8 1,0 3 0 ,4 2 8 ,5 8 5 .6 1 8 ,3 12 ,2 8 8 .7 5 - - 4 3 0 ,7 4 1,4 2 5 .0 0 6 0 7 ,9 9 9 ,4 4 9 .3 6 UBI Banca - Notes to the Financial Statements Convertible bonds (Amounts in euro) 31.12.2014 NOMINAL AMOUNTS CHANGES CARRYING AMOUNTS NO MINAL AMOUNTS 31.12.2015 CARRYING AMOUNTS NOMINAL AMOUNTS CARRYING AMOUNTS CODE NUMBER DESCRIPTION CURRENCY IT0003331888 ALITALIA 7,5 10 CV EUR IT0003873467 SNIA SPA 3% 05/10 CV EUR 8 IT0004447014 COGEMESET 14 SC CV EUR 2,534,999 253,500 - -153,368 2,534,999 100,132 IT0004689623 BIOCELL 0,5% 11/14 EUR 1,250,000 1,259,726 - -6,460 1,250,000 1,253,266 IT0005001273 GABETTI PS 23 TVP CV EUR 68,463 35,994 IT0005095200 SORGENIA 24 OC CV-A EUR - - IT0005004186 IPO CHALLEN. 0,50 15 EUR TOTAL 32 - - - - - -68,463 -35,994 24,065,376 17,575,745 400,000 401,991 -400,000 -401,991 4,253,502 1,951,211 23,596,913 16,977,932 312* 32 8 24,065,376 27,850,415 - 17,575,745 18,929,143 UBI Banca - Notes to the Financial Statements Disclosures concerning the fees of the independent auditors and services other than auditing in compliance with Art. 149 duodecies of Consob Issuers’ Regulations In accordance with Art. 149 duodieces of Consob Issuers’ Regulations, information concerning payments made to the independent auditors Deloitte & Touche Spa and companies belonging to the same network for the following services is given in the table below. 1) Auditing services which include: audit of the annual accounts for the purposes of expressing a professional opinion; review of the interim accounts. 2) Certification services which include appointments where the auditor assesses a specific element, the determination of which is performed by another who is responsible for it, by employing appropriate criteria in order to furnish a conclusion which gives the recipient a measure of the reliability of that specific element. 3) Tax consultancy services. 4) Other services. The fees presented in the table relating to the financial year 2015, are those contractually agreed, inclusive of any indexing (but not of out-of-pocket expenses, nor of supervisory authority contributions and VAT). Type of service Firm providing the service Audit of the accounts Deloitte & Touche Spa Certification services Deloitte & Touche Spa Recipient of the service UBI Banca Spa UBI Banca Spa Fees 1,118 881 Tax consultancy services Other services: Methodological support with the Recovery & Resolution Plan Directive Assessment of the customer satisfaction survey process Other services 566 Deloitte Consulting Srl, Deloitte Financial Advisory Srl Deloitte Consulting Srl Deloitte ERS Srl Total UBI Banca Spa UBI Banca Spa UBI Banca Spa 500 61 5 2,565 313* UBI Banca - Notes to the Financial Statements
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